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FORM
2
SOCIETY
ACT
1.
1.
The name of the society is {Nepal Cultural Society of BC}.
2.
2.
The purposes of the society are:
{
(a)
(a)
To help the people of Nepali origin resident in British Columbia
for the preservation and promotion of Nepali identity and
culture.
(b)
(b)
To promote Nepali culture amongst residents of British Columbia.
(c)
(c)
To encourage cooperation, goodwill and mutual support among
people of Nepali origin.
(d)
(d)
To help human development activities in Nepal.
(e)
(e)
To undertake activities of charity and welfare benefiting members
of Nepali community or Canadian citizens at large (Added by
3rd AGM).}
1
(1) In these bylaws, unless the context
otherwise requires:
“directors”
means the directors of the society for the time being;
“Society
Act” means the Society Act of British Columbia
from time to time in force and all amendments to it;
“registered
address” of a member means the member’s address as
recorded in the register of members.
(2)
(2) The definitions in the Society Act
on the date these bylaws become effective apply to these bylaws.
2
Words importing the singular include the plural and vice versa,
and words
importing a male person include a female person and a
corporation.
3
3 The members of
the society are the applicants for incorporation of the society,
and those persons who subsequently become members, in accordance
with these bylaws and, in either case, have not ceased to be
members.
4 "Sub-clause 1 - Ordinary
Membership (Amended by 2nd
AGM)
Ordinary
membership is open to all Canadian citizens and permanent
residents as well as people of any other nationality or origin
living inside or outside of Canada. A person may apply to the
directors for ordinary membership in the society and on
acceptance by the directors and upon payment of the applicable
membership fee is an ordinary member. Voting rights will however
be limited to the following:
a) a) All of the First Directors of the society;
b)
b) An ordinary member who is
a bearer of Nepali passport;
c)
c) An ordinary member who was
bearer of Nepali passport in the past;
d)
d) An ordinary member who is
spouse or common law of a present or past bearer of Nepali
passport;
e)
e) An ordinary member who is
descendant of a present or past bearer of Nepali passport.
A voting member
will hereinafter be referred to as "the Member" or
simply as a "member" and a non-voting member will
hereinafter be referred to as "the Associate Member".
An Associate
Member may participate in all general and extraordinary meetings
of the society, but shall not be included in the count for
minimum quorum requirement as set by the bylaws for the
proceeding of such meetings. An Associate Member may be nominated
in the committees and/or sub-committees of the Society, but
cannot become a Director or office bearer of the Society.
Upon
recommendation of at least four (4) directors, the Society during
its general or extraordinary meeting may grant, by required
majority of such meetings, voting rights to an Associate Member
of at least five consecutive years.
Pursuant to
section 7 of the Society Act, number of Associate Members with
non-voting rights will not at any time exceed the number of
Members with voting rights.
Sub-sub-clause
1.2 - Categories of Ordinary Membership
Ordinary
Membership will have following four (4) categories, which shall
also be the basis to determine the membership fee:
a)
a) Individual Membership
– upon payment of an individual membership fee, an ordinary
member eligible for voting rights will be considered a member in
good-standing for one vote. Anyone not qualifying for voting
rights shall, pursuant to Sub-sub-clause 1.1 of bylaw 4, be
deemed an Associate Member.
b)
b) Family Membership -
in accordance with the resolution number 3(c) of the
Society’s first Annual General Meeting of 26 March 2000 a
“family” will deem to include all the persons of 19
years or older living under one roof, who will be legally
recognised as “a family member” under the BC law and/or
socially recognised as “a family member” under the
Nepali culture. The family membership will further include the
parents or parents-in-law, who are senior citizens and have been
living with the family for over six (6) months. Family membership
will qualify for maximum of two (2) voting rights and no more
than one (1) member out of a family membership may be nominated
for election to the position of Director (Amended by 3rd
AGM). Notwithstanding the above, any one of the
“family members” may apply for individual membership.
c)
c) Life Membership --
by paying the life membership fee, an individual member may
become Life Member. If eligible for voting, the member will be
considered a member in good standing for one vote for life.
Anyone not qualifying for voting rights shall, pursuant to
Sub-sub-clause 1.1 of bylaw 4, be deemed an Associate
Life-Member. If two or more members of one family (refer to the
foregoing section for the definition of “a family”)
become individual life members, the family will be accorded a
family life-membership which would qualify up to six (6) members
of that family for ordinary membership. Family life-membership is
not inheritable. Should the number of individual life membership
in the family reduce to only one person at any time the provision
of family life-membership will cease to be effective by default.
d)
d) Student Membership
- will include individuals who are in Canada with Student
Authorisation, or are attending full time school or university
with no source of income in or out-campus. Student Membership
will be individual only and the fee will be set accordingly.
Spouse of a student will also be eligible, individually, for
Student Membership. Anyone not qualifying for voting rights
shall, pursuant to Sub-sub-clause 1.1 of bylaw 4, be deemed an
Associate Student-Member.
Upon
recommendation of at least four (4) directors, the Society during
its general or extraordinary meeting may grant Honorary
Membership to eminent persons or senior officials from public or
diplomatic services with direct or indirect ties to the cause of
the Society. Generally, such membership will be granted to
ex-officio Nepalese Ambassador or Consular to Canada and Canadian
Ambassador or Consular to Nepal; Canadian Provincial MLA; and
Federal MP. In addition, distinguished persons in Canada and/or
Nepal may also be granted Honorary Membership. Honorary
Membership will be for life, unless repealed by a 2/3rd
majority of the Society. For the ex-officio, the tenure would be
associated with the position. Honorary Members need not pay any
membership dues and will be non-voting.
Sub-clause 3 - Reciprocal Membership
Upon
recommendation of at least four (4) directors, the Society may
grant Reciprocal Membership to a Director or Member of (i)
another Nepali association in North America or (ii) a
Nepal-interest Canadian Association. Generally, such membership
will be granted in reciprocity when one of the Society's
Directors receives membership from another association or
organisation. Reciprocal Membership will be in effect until
abdicated by the receiver or repealed by a 2/3rd
majority of the Society. Reciprocal Membership will be
automatically annulled when the other association cancels its
membership to the Society’s member. Membership fee under
this category will be on a reciprocal basis and will be
non-voting.
Upon
recommendation of at least four (4) directors, the Society may
grant Institutional Membership to any Canadian or Nepali or other
international institution with interests in Nepal and Nepali
people. Such membership will generally be granted to
not-for-profit or research institutions. If however a for-profit
institution expresses interest in becoming an Institutional
Member, and if at least four (4) of the Directors recommend, the
proposal will be presented for the Society’s approval during
general meeting. The Directors may set Institutional Membership
fee on a case-by-case basis. All charitable institutions will
however be exempt from paying membership fees.
5
5 Every member
must uphold the constitution and comply with these bylaws.
6
6 The amount of
the first annual membership must be determined by the directors
and after that the annual membership must be determined at the
annual general meeting of the society. Membership fee will be
applicable on a calendar year basis (01 January to 31 December
inclusive) with annual fees payable by no later than 30th
of April each year. (Added by 1st
AGM)
7
7 A person ceases
to be a member of the society
a.
a. by delivering his or her
resignation in writing to the secretary of the society or by
mailing delivering it to the address of the society,
b.
b. on his or her death, in
the case of corporation, on dissolution,
c.
c. on being expelled, or
d.
d. on having been a member
not in good standing for 12 consecutive months.
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 must be accompanied by a brief statement of the reasons for the proposed expulsion.
(3)
(3) The person who is the subject of the
proposed resolution for expulsion must be given an opportunity to
be heard at the general meeting before the special resolution is
put to a vote.
9
9 All members are
in good standing except a member who has failed to pay his or her
current annual membership fee, or any other subscription or debt
due and owing by the member to the society, and the member is not
in good standing so long as the debt remains unpaid.
10
10 General meetings of the society must
be held at the time and place, in accordance with the Society
Act, the directors decide.
11
11 Every general meeting, other than an
annual general meeting, is an extraordinary general meeting.
12
12 The directors may, when they think
fit, convene an extraordinary general meeting. The lesser number
of fifteen or 10% of the members of good standing may, at any
time, call the extraordinary general meeting by giving a prior
notice of no less than 15 days.
13
(1) Notice of a general meeting must specify the place, day and
hour of the meeting, and in 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 proceedings at that meeting.
14
14 The first annual general meeting of
the society must be held not more than 15 months after the date
of incorporation and after that an annual general meeting must be
held at least once in every calendar year and not more than 15
months after the holding of the last preceding general meeting.
15
15 Special business is
(a)
(a) all business at an extraordinary general meeting except
the adoption of rules of order, and
(b)
(b) all business conducted at an annual general meeting,
except the following:
(i)
(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;
(vii) the other
business that, under these bylaws, ought to be conducted at an
annual general meeting, or business that is brought under
consideration by the report of the directors issued with the
notice convening the meeting.
16
16 (1) Business, other
than the election of a chair and the adjournment or termination
of the meeting, must not 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 must be suspended until
there is quorum present or until the meeting is adjourned or
terminated.
(3)
A quorum is the lesser number of fifteen (15) or ten percent
(10%) of the members in good standing, but in any event no less
than three (3) members in good standing (Amended by 2nd
AGM).
17
If the general meeting is convened at the requisition of members
and no quorum is present within 30 minutes from the time
appointed, the meeting must be terminated. If the general or
extraordinary meeting is convened by the Board of Directors and
no quorum is present within 30 minutes of the time appointed, the
meeting will stand adjourned to the next hour following the
original time appointed for the meeting, on the same day and at
the same place and the members present constitute a quorum.
18
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, must preside
as chair of a general meeting.
19
19 If at a general
meeting
(a)
(a) there is no
president, vice president pr other director present within 15
minutes after the time appointed for holding the meeting, or
(b)
(b) the president and
all the other directors present are unwilling to act as the
chair, the members present must choose one of their number to be
the chair.
20
20
(1) A general meeting may be adjourned from time to time and from
place to place, but business must not be conducted 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 10 days or more, notice of the adjourned meeting
must 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 conducted at an adjourned
general meeting.
21
21
(1) A resolution proposed at a meeting shall be seconded, and the
chair of a meeting may move or propose a resolution.
(2) In the case of
a tie vote, the chair does 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 does not pass.
22
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.
(3) At all General
Meetings of the Society, each member shall have one vote; and in
the absence of any member at any General Meeting of the Society
such member may, by proxy in writing; appoint another member of
good-standing who is present at such a meeting or an adjournment
thereof to vote in the place of such absent member. No person
shall act as proxy for more than five members.
The proxy shall be
delivered to the Member Secretary of the Society before or at the
time for holding the meeting at which the person named in the
proxy proposes to vote. A permanent proxy or proxy entitling a
member to vote at other than one meeting shall be void.
An instrument
appointing a proxy is included as an appendix following the last
sheet of this constitution containing the signature of applicants
and witnesses.
23
A corporate member may
vote by its authorized representative, who is entitled to speak
and vote, and in all other respects exercise the rights of a
member, and that representative must be considered as a member
for all purposes with respect to a meeting of the society.
24
(1) The directors may
exercise all the powers and do all the acts and things that the
society may exercise and do, and that are not by these bylaws or
by statute or otherwise lawfully directed or required to be
exercised or done by the society in a general meeting, but
subject, nevertheless, to
(a)
(a) all laws affecting the society,
(b)
(b) these bylaws, and
(c)
(c) rules, not being inconsistent with
these bylaws, that are made from time to time by the society in a
general meeting.
(2)
A rule, made by the society in a general meeting, does not
invalidate a prior act of the directors that would have been
valid if that rule had not been made.
25
(1) The president, vice
president, secretary, treasurer and one or more other persons are
the directors of the society.
(2)
(2) The number of directors must be 5 or
a greater number determined from time to time at a general
meeting; A minimum of three directors must always be women. (Added
by 1st AGM)
26
(1) The Directors and
Officers must retire from office at every second annual general
meeting when their successors are elected. Starting the March
2001 election, the Directors and Officers will be elected for a
term of two (2) years (Amended by 2nd
AGM). Each Director shall be eligible to serve no more
than two consecutive terms, with each term being two years. Any
such Director shall however be eligible for re-election after the
break of one term (Amended by 3rd
AGM).
(2)
(2)
Separate elections must be held for each office to be filled.
(3)
(3)
An election may be by show of hands, otherwise it must be by
ballot.
(4)
(4)
If a successor is not elected, the person previously elected or
appointed continues to hold office.
27
(1) The directors may
at any time and from time to time appoint a member as a director
to fill a vacancy in the directors.
(2) A director so
appointed holds office until next election of the Directors.
28
(1) If a director
resigns his or her office or otherwise ceases to hold office, the
remaining directors must appoint a member to take place of the
former director.
(2) An act or
proceeding of the directors is not valid merely because there are
less than the prescribed number of directors in office.
29
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 complete the
term of office.
30
30 A director must not be remunerated for
being or acting as a director but a director must be reimbursed
for all expenses incurred by the director while engaged in the
affairs of the society if he/she obtains approval from the
president. The expenses incurred by the president must be
approved by the board for the reimbursement.
31
31 (1)
The directors may meet at the places they think fit to conduct
business, adjourn and otherwise regulate their meetings and
proceedings, as they see fit.
(2) Minimum
quorum of 4 directors is necessary to conduct business.
(3) The
president is the chair of all meetings of the directors, but if
at a meeting the president is not present within 15 minutes after
the time appointed for holding the meeting, the vice president
must act chair, but if neither is present the directors present
may choose one of their number to be the chair at that meeting.
(4) The
secretary, on the request of the president or 3 directors, must
convene a meeting of the directors by giving seven days prior
notice.
32
(1) The directors may delegate any, but not all, of their
powers to committees consisting of a director as they think fit.
(2) A committee so formed in the exercise of the powers so
delegated must conform to any rules imposed on it by the
directors, and must report every act or thing done in exercise of
those posers to the earliest meeting of the directors held after
the act or thing has been done.
33
33 A committee must elect a chair of its
meetings, but if no chair is elected, or if at a meeting the
chair is not present within 30 minutes after the time appointed
for holding the meeting, the directors present who are members of
the committee must choose one of their number to be the chair of
the meeting.
34
34 The members of a committee may meet
and adjourn as they think proper.
35
35 For a first meeting of directors held
immediately following appointment or election of a director or
directors at an annual or other general meeting of members, or
for a meeting of the directors at which a director is appointed
to fill a vacancy in the directors, it is not necessary to give
notice of the meeting to the newly elected or appointed director
or directors for the meeting constituted, if a quorum of the
directors is present.
36
A director who may be absent temporarily from British Columbia
may send or deliver to the address of the society a waiver of
notice, which may be by letter, telephone, fax or email, of any
meeting of the directors and may at any time withdraw the waiver,
and until the waiver is withdrawn,
(a)
(a) a notice of meeting of directors is
not required to be sent to that director, and
(b)
(b) any and all meetings of the directors
of the society, notice of which has not been given to that
director, if a quorum of the directors is present, are valid and
effective.
37
(1) Questions arising at a meeting of the directors and
committee of directors must be decided by a majority of votes.
(2)
(2) In the case of a tie vote, the chair
does not have a second or casting vote.
38
38 A resolution proposed at a meeting of
directors or committee of directors need not be seconded, and the
chair of a meeting may move or propose a resolution.
39
A resolution in writing, signed by all the directors and placed
with the minutes of the directors as valid as if regularly passed
at a meeting of directors.
40 (1) The president presides at all meetings
of the society and of the directors.
(2) The
president is the chief executive officer of the society and must
supervise the other officers in the execution of their duties.
41
41 The vice president must carry
out the duties of the president during the president’s
absence.
42
42 The secretary must do the
following
(a)
(a) conduct the correspondence of the
society;
(b)
(b) issue notices of meetings of the
society and directors;
(c)
(c) keep minutes of all meetings of the
society and the directors;
(d)
(d) have custody of all records and
documents of the society except those required to be kept by the
treasurer;
(e)
(e) have custody of the common seal of
the society;
(f)
(f) maintain the register of
members.
43
43 The treasurer must
(a)
(a) keep the financial records, including
books of account, necessary to comply with the Society Act, and
(b)
(b) render 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 is to be known as secretary treasurer.
(2) If a secretary holds office, the total number of
directors must not be less than 5 or the greater number that may
have been determined under bylaw 25 (2).
45
45 In the absence of the secretary from a
meeting, the directors must appoint another person to act as
secretary at the meeting.
46
46 The directors may provide a common
seal for the society and may destroy a seal and substitute a new
seal in its place
47
47 The common seal must be affixed only
when authorized by a resolution of the directors and then only in
the presence of the persons specified in the resolution, or if no
persons are specified, in the presence of the president and
secretary or president and secretary treasurer.
48
48 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
the manner they decide and, in particular but without limiting
that power, by the issue of debenture.
49
49 A debenture must not be issued without
the authorization of special resolution.
50
50 The members may, by special
resolution, restrict the borrowing powers of the directors, but a
restriction imposed expires at the next general meeting.
51
51 This part applies only if the society
is required or has resolved to have an auditor.
52
52 The first auditor must be appointed by
the directors who must also fill all vacancies occurring in the
office of auditor.
53
53 At each annual general meeting the
society must appoint an auditor to hold office until the auditor
is re-elected or a successor is elected at the next general
meeting.
54
54 An auditor may be removed by ordinary
resolution.
55
55 An auditor must be promptly informed
in writing of the auditor’s appointment or removal.
56
56 A director or employee of the society
must not be its auditor.
57
57 The auditor may attend general
meetings.
Part 11 – Notices to Members
58
58 A notice may be given to a member by
letter, fax or e-mail to the member at the member’s
registered mailing, fax or e-mail address.
59
59 A notice sent by mail is deemed to
have been given on the second day following the day on which the
notice is posted, and in proving that notice has been given, it
is sufficient to prove the notice was properly addressed and put
in a Canadian post office receptacle.
60
60 (1)
Notice of a general meeting must be given to
(a)
(a) every member shown on the register of
members on the day notice is given, and
(b)
(b) the auditor, if Part 10 applies.
(2)
(2) No other person is entitled to
receive a notice of a general meeting.
61
61 On being admitted to membership, each
member is entitled to, and the society must give the member
without charge, a copy of the constitution and bylaws of the
society.
62
62 These bylaws must not be altered or
added to except by special resolution.
63
63 All members or the directors or the
officials of the society will not make any form of statement on
behalf of the society concerning political, religious or ethnic
issues of the Kingdom of Nepal. Violation of this shall result in
being expelled under Article 7 of the Bylaws.
64
64 In the event of an exceptional
situation in Nepal such as outbreak of war, famine, flood or
other natural disasters, the directors may decide by simple
majority to publish appropriate statement as they consider fit. Such
decision will be deemed exclusive for one-time event only.
65
65 Within the purview of the BC Society
Act, the Board of Directors is entrusted to exercise its own
judgment and discretion in matters not explicitly stated in the
bylaws. However, any such action has to be adopted by 2/3rd
majority of the Board of Directors present in the meeting. (Added
by 3rd AGM)
Appendix
NEPAL
CULTURAL SOCIETY OF BC
PROXY FORM
I,
_____________________ of ______________________________ in
the Province of ______________________, hereby appoint
__________________________ of _________________________________,
as my proxy to vote for me and on my behalf at the (Annual or
Special as the case may be) General Meeting of the Nepal Cultural
Society of BC to be held on the ____________ day of
_______________ (month)__________ (year), and at
any adjournment thereof.
Signed at _________________________ this ____________ day of
_______________ (month)__________ (year)
_____________________________________
Signature