[The following is the text of the Constitution and Bylaws approved by the Registrar of Companies on May 21, 1993.]
MAY 6, 1993
CONSTITUTION
Name
1. The name of the society is "The Vancouver Community Network".
Purposes
2. The purposes of the society are to:
(a) develop, operate and own a free, publicly accessible community
computer utility in the Lower Mainland of British Columbia
providing the broadest possible range of information and
possibilities for the exchange of experience, ideas and
wisdom;
(b) establish and operate a CommunityNet community computer utility in
the Lower Mainland of B.C.;
(c) encourage the development of a wide range of community
electronic information resources;
(d) encourage the broadest possible participation of information
providers in making their information available on CommunityNet;
(e) work toward building a network of similar services in cities
and towns internationally;
(f) work toward the widest possible public access to government
and other information through CommunityNet and other non-profit
organizations such as libraries;
(g) work with other Canadian CommunityNets to create a Canadian CommunityNet
network;
(h) educate and encourage the public in the use of computer
telecommunications and information retrieval; and
(i) research ways to improve and expand public access to and use
of electronic information resources and facilities.
Winding-up
3. In the event of winding-up or dissolution of the Society,
funds and assets of the Society remaining after the
satisfaction of its debts and liabilities, shall be given or
transferred to such organization or organizations promoting
the same purposes as this Society, as may be determined by the
members of the Society at the time of winding up or
dissolution, and if effect cannot be given to the aforesaid
provisions, then such funds shall be given or transferred to
some other organization or organizations, provided however
that such organization referred to in this paragraph shall be
a registered charity recognized by Revenue Canada Taxation as
being qualified as such under the provisions of the Income Tax
Act of Canada from time to time in effect.
Non-profit
4. The purposes of the Society shall be carried out without
purpose of gain for its members and any profits or other
accretions to the Society shall be used for promoting its
purposes.
Unalterable
5. Paragraphs 3, 4 and 5 of the constitution are unalterable in
accordance with the Society Act.
BYLAWS
Part 1 * Interpretation
1. (1) In these bylaws, unless the context otherwise requires,
(a) "directors" means the directors of the Society for the
time being;
(b) "Society Act" means the Society Act of the Province of
British Columbia from time to time in force and all
amendments to it;
(c) "registered address" of a member means his or her address
as recorded in the register of members, and can consist
of an e-mail address or a fax number;
(d) "standing committee" means a committee chaired by a
director, and the members of a standing committee need
not be directors.
2. Words importing the singular include the plural and vice
versa; and words importing a male person or a female person do
not include a corporation.
Part 2 * Membership
3. (1) The members of the Society are the applicants for
incorporation of the Society, and those persons who
subsequently have become members, in accordance with
these bylaws, and, in either case, have not ceased to be
members.
(2) There shall be two classes of member: individual member
and family non-voting member.
(3) An individual member is a voting member.
(4) A family non-voting member is not entitled to vote at
general meetings nor to serve as a director, but is
otherwise entitled to all the privileges of a member.
4. (1) A person may apply to the directors or their designate
and upon acceptance by the directors or their designate,
the person becomes a member.
(2) Applicants who are in a family may specify in writing the
names of at most two persons who will be individual
members and the names of other family members who will be
family non-voting members.
(3) An applicant for membership shall specify the address to
which the Society will send communications to him or her,
and a member may at any time provide written notice of a
change of this address to the Secretary of the Society.
(4) A member's address referred to in subsection (3) may be
a postal address, an electronic mail address, or a FAX
number.
5. Every member shall uphold the constitution and comply with
these bylaws.
6. The directors may determine the membership dues, if any.
7. A person shall cease to be a member of the Society
(a) by delivering his or her resignation in writing to the
Secretary of the Society or by mailing it to the address
of the Society, or
(b) on his or her death, or
(c) on being expelled, or
(d) on having been a member not in good standing for a period
of time prescribed by the directors.
8. (1) A member may be expelled by a special resolution of the
members passed at a general meeting.
(2) The notice of special resolution for expulsion shall be
accompanied by a brief statement of the reason or reasons
for the proposed expulsion.
(3) The person who is the subject of a proposed resolution
for expulsion shall be given the opportunity to be heard
at the general meeting before the special resolution is
put to a vote.
9. All members are in good standing except a member who has
failed to pay his or her current annual membership fee, if
any, or other subscription or debt due and owing by him or her
to the Society.
Part 3 * Meetings of Members
10. (1) General meetings of the Society shall be held at such
time and place, in accordance with the Society Act, as
the directors decide.
(2) There shall be not less than 14 days' written notice of
a general meeting of the Society to members entitled to
receive notice of a general meeting.
11. Every general meeting, other than an annual general meeting,
is an extraordinary general meeting.
12. The directors may, whenever they think fit, convene an
extraordinary general meeting.
13. (1) Notice of a general meeting shall specify the place, the
day and the hour of meeting, and, in the case of special
business, the general nature of that business.
(2) The accidental omission to give notice of a meeting to,
or the non-receipt of a notice by, any of the members
entitled to receive notice does not invalidate the
proceedings at that meeting.
14. The first annual general meeting of the Society shall be held
not more than 15 months after the date of incorporation and
thereafter an annual general meeting shall be held at least
once every calendar year and not more than 15 months after
holding the last preceding annual general meeting.
Part 4 * Proceedings at General Meetings
15. Special business is
(a) all business of an extraordinary general meeting except
the adoption of rules of order, and
(b) all business that is transacted at an annual general
meeting, except,
(i) the adoption of rules of order,
(ii) the consideration of the financial statements,
(iii) the report of the directors,
(iv) the report of the auditor, if any,
(v) the election of directors,
(vi) the appointment of the auditor, if required, and
(vii) such other business as, under these bylaws,
ought to be transacted at an annual general
meeting, or business which is brought under
consideration by the report of the directors
issued with the notice convening the meeting.
16. (1) No business, other than the election of a chair and the
adjournment or termination of the meeting, shall be
conducted at a general meeting at a time when a quorum is
not present.
(2) If at any time during a general meeting there ceases to
be a quorum present, business then in progress shall be
suspended until there is a quorum present or until the
meeting is adjourned or terminated.
(3) A quorum is 20 members present or such other number as
the members may determine at a general meeting.
17. If within 30 minutes of the time appointed for a members'
meeting a quorum is not present, the meeting shall stand
adjourned to the same day in the next week, at the same time
and place, and if, at the adjourned meeting, a quorum is not
present within 30 minutes from the time appointed for the
meeting, the members present constitute a quorum.
18. Subject to Bylaw 19, the President of the Society, the Vice-
President, or in the absence of both, one of the other
directors present shall preside as chair of a general meeting.
19. If at a general meeting
(a) there is no President, Vice-President or any other
director present within 15 minutes after the time
appointed for holding the meeting, or
(b) the President and all the other directors present are
unwilling to act as chair, the members present shall
choose one of their number to be chair.
20. (1) A general meeting may be adjourned from time to time and
from place to place, but no business shall be transacted
at an adjourned meeting other than the business left
unfinished at the meeting from which the adjournment took
place.
(2) When a meeting is adjourned for 20 days or more, notice
of the adjourned meeting shall be given as in the case of
the original meeting.
(3) Except as provided in this bylaw, it is not necessary to
give notice of an adjournment or of the business to be
transacted at an adjourned general meeting.
21. (1) A resolution proposed at a meeting must be seconded and
the chair of a meeting may not move or second a
resolution.
(2) In case of an equality of votes the chair shall not have
a casting or second vote in addition to the vote to which
he or she may be entitled as a member and the proposed
resolution shall not pass.
22. (1) A member in good standing present at a meeting of members
is entitled to one vote.
(2) Voting is by show of hands, unless the members otherwise
decide.
23. Voting by proxy is not permitted.
Part 5 * Directors, Officers and Standing Committee Chairs
24. (1) The directors may exercise all such powers and do all
such acts and things as the Society may exercise and do,
and which are not by these bylaws or statute or otherwise
lawfully directed or required to be exercised or done by
the Society in general meeting, but subject,
nevertheless, to the provisions of
(a) all laws affecting the Society
(b) these bylaws, and
(c) rules, not being inconsistent with these bylaws, which
are made from time to time by the Society in general
meeting.
(2) No rule, made by the Society in general meeting,
invalidates a prior act of the directors that would have
been valid if that rule had not been made.
25. (1) There shall be no more than 15 directors, comprised of
officers and directors at large.
(2) The President, Past-President, Vice-President, Secretary,
Treasurer, as determined by the members, shall be officers of
the Society.
(3) Directors who are not officers shall be directors at
large, and the maximum number of directors at large shall
be the difference between the maximum number of directors
and the number of officers.
(4) A director must be a member and ceases to a director when
he or she ceases to be a member.
(5) An officer must be a director and ceases to be an officer
when he or she ceases to be a director.
26. (1) The first directors shall retire from office at
the first annual meeting.
(2) Directors and officers shall be elected for a one year
term and shall retire as directors and officers at the
annual general meeting after their election, when their
successors are elected.
(3) Nominations for the positions of directors and officers
shall be received from the members at the annual general
meeting, and, apart from that, election procedures at the
annual general meeting shall be determined by the members
present.
27. (1) The directors may at any time appoint a member as a
director to fill a vacancy in the directors.
(2) The directors may at any time appoint a director to fill
any officer vacancy.
(3) A director appointed under Bylaw 27(1), or an officer
appointed under Bylaw 27(2), holds office until the next
annual general meeting.
28. (1) If a director or officer ceases to hold office, the
remaining directors shall appoint a replacement in
accordance with these bylaws.
(2) No act or proceeding of the directors is invalid only by
reason of there being less than the prescribed number of
directors in office.
29. The members may by special resolution remove a director before
the expiration of his or her term of office, and may elect a
successor to serve to the next annual meeting.
30. No director or officer shall be remunerated for being or
acting as a director or officer but a director or officer may
be reimbursed for all expenses necessarily and reasonably
incurred by him or her while engaged in the affairs of the
society.
Part 6 * Proceedings of Directors
31. (1) The directors may meet together at such places as they
think fit for the dispatch of business, adjourn and
otherwise regulate their meetings and proceedings, as
they see fit.
(2) The directors may from time to time fix the quorum
necessary for the transaction of business and unless so
fixed the quorum shall be a majority of the directors
then in office.
(3) The President shall be chair of all meetings of the
directors, unless the directors otherwise decide.
(4) The President may at any time, and the Secretary, on the
request of three directors, shall, convene a meeting of
the directors.
32. (1) The directors may delegate any, but not all, of their
powers to committees or standing committees consisting of
such persons as they think fit and may name the
committee.
(2) The participants in a committee or standing committee
need not be directors or members.
(3) A committee or standing committee exercising delegated
powers shall conform to any rules that may from time to
time be imposed on it by the directors, and shall report
every act or thing done in exercise of those powers to
the directors.
33. Subject to directions of the directors, a committee or
standing committee shall determine its own procedure.
34. A committee or standing committee may meet and adjourn as its
participants think proper.
35. A director who may be absent temporarily from British
Columbia, or who for any other reason is unable to attend
meetings of the directors, may mail or deliver to the address
of the society a waiver of notice of any meeting of the
directors and may, at any time, withdraw the waiver, and until
the waiver is withdrawn,
(a) no notice of meetings of directors shall be sent to that
director, and,
(b) any and all meetings of directors of the Society, notice
of which has not been given to than director shall, if a
quorum of the directors is present, be valid and
effective.
36. (1) Questions arising at any meeting of the directors or at
any meeting of a committee or standing committee shall be
resolved if possible by consensus, and where that is not
possible, by a majority of votes.
(2) The chair may cast a vote, but in case of an equality of
votes the chair does not have a second or casting vote.
37. A resolution proposed at a meeting of directors must be
seconded and the chair of a meeting may not move or second a
resolution.
38. A resolution in writing, signed by all the directors and
placed with the minutes of the directors is as valid and
effective as if regularly passed at a meeting of directors.
Part 7 * Duties of Directors
39. (1) The President shall preside at all meetings of the
Society and of the directors, unless the members or
directors otherwise decide.
(2) The President is the chief executive officer of the
Society.
40. The Past-President shall assist the President and provide
guidance to the directors.
41. The Vice-President shall carry out the duties of the President
during his or her absence.
42. The Secretary shall be responsible for
(a) the conduct of the correspondence of the Society,
(b) the issuance of notice of meetings of the Society and
directors,
(c) the keeping of minutes of all meetings of the Society and
directors,
(d) the custody of all records and documents of the Society
except those required to be kept by the Treasurer,
(e) the custody of the common seal of the Society, and
(f) the maintenance of the register of members.
43. The Treasurer shall be responsible for
(a) the keeping of financial records, including books of
account, necessary to comply with the Society Act, and
(b) rendering financial statements to the directors, members
and others when required.
44. (1) The offices of Secretary and Treasurer may be held by one
person who shall be known as the Secretary-Treasurer.
45. A standing committee chair shall
(a) chair the standing committee, and
(b) report to the directors on the activities of the standing
committee.
46. (1) Other officers, if any, shall perform such duties as the
members decide.
(2) The directors or members may add additional duties to any
director or officer or transfer duties among directors or
officers.
47. In the absence of the Secretary from a meeting, the directors
shall appoint another person to act as Secretary at the
meeting.
Part 8 * Seal
48. The directors may provide a common seal for the Society and
they shall have power from time to time to destroy it and
substitute a new seal in place of the seal destroyed.
49. The common seal shall be affixed only when authorized by a
resolution of the directors and then only in the presence of
the persons prescribed in the resolution or if no persons are
prescribed, in the presence of the President and the Secretary
or President and the Secretary-Treasurer.
Part 9 * Borrowing
50. In order to carry out the purposes of the Society the
directors may, on behalf of and in the name of the Society,
raise or secure the payment or repayment of money in such
manner as they decide and in particular but without limiting
the generality of the foregoing, by the issue of debentures.
51. No debenture shall be issued without the sanction of a special
resolution.
52. The members may by special resolution restrict the borrowing
powers of the directors but a restriction so imposed expires
at the next annual general meeting.
Part 10 * Auditor
53. This part applies only where the Society is required or has
resolved to have an auditor.
54. The first auditor shall be appointed by the directors who
shall also fill all vacancies occurring in the office of
auditor.
55. At each annual general meeting the Society shall appoint an
auditor to hold office until he or she is re-elected or his or
her successor is elected at the next annual general meeting.
56. An auditor may be removed by ordinary resolution.
57. An auditor shall be informed forthwith in writing of
appointment or removal.
58. No director and no employee of the Society shall be auditor.
59. The auditor may attend general meetings.
Part 11 * Notice of Meetings
60. A notice may be given to a member, either personally or by
mail, electronic mail or FAX to his or her registered address.
61. A notice sent by mail, electronic mail or FAX shall be deemed
to have been given on the third day following that on which
the notice is sent, and in proving that notice has been given
it is sufficient to prove that the notice was properly
addressed and put in a Canadian post office receptacle or that
it was properly addressed and sent by electronic mail or FAX.
62. (1) Notice of a general meeting shall be given to
(a) every member shown on the register of members on the day
notice is given, and
(b) the auditor, if Part 10 applies.
(2) No other person is entitled to receive a notice of
general meeting.
Part 12 * Bylaws
63. After being admitted a member is entitled to a copy of the
constitution and bylaws upon paying the sum of $1.00.
64. These bylaws shall not be altered or added to except by
special resolution.
DATED this ____ day of May, 1993:
WITNESSES
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