DOCUMENTS

PURPOSES

To maintain or enhance community resiliency of the Sunnybrae Canoe Point neighborhoods by strengthening social ties convening with citizens, organisations, businesses and governments together for common interests.

BYLAWS OF THE SUNNYBRAE CANOE-POINT STEWARDSHIP SOCIETY

Part 1 – Definitions
1.1 In these Bylaws:
“Act”- means the Societies Act of British Columbia as amended from time to time.
“Board”- means the Directors of the Society.
“Bylaws”- means these Bylaws as altered from time to time.
“Community”- means the collective of individual unique neighbourhoods located within the Area of Operation.
“Directors”- means the Directors of the Society.
“Member”- means an individual who resides in, or whose ancestral lands lay within the operating area of the society or pays taxes in Area C of the CSRD who has applied to join the society, whose applications have been accepted by the Board and has paid membership fees and is otherwise in good standing according to the provision of these bylaws.
“Non-Resident Member”- an individual that does not satisfy the requirements for that of a member. And is not an associate member. Non-resident member is available for the same fee as member but without voting rights.
“Associate Member”- means those corporations or associations has applied to join the society, have had their applications accepted by the board, have paid their membership fees, and otherwise in good standing according to the provision of these bylaws. Associate members are nonvoting.
“Registered address”- of a member means the members address as recorded in the registry of members.
“Ordinary resolution”- means those motions to do with all regular transactions of the AGM.
“Special resolution”- means any motion that affects the society’s bylaws or proposed expulsion of a member.

“Society”- means the Sunnybrae Canoe-Point Stewardship Society.

1.2 The definitions in the Act apply to these Bylaws.
1.3 If there is a conflict between these Bylaws and the Act or the Regulations under
the Act, the B.C. Societies Act shall prevail.

Part 2 - Area of Operation
2.1 The Community of Sunnybrae Canoe-Point, within the Canadian postal service, that serves the Sunnybrae Canoe-Point residents of the Columbia Shuswap Regional District in the Province of British Columbia, and all areas connected to Sunnybrae Canoe-Point Road and subsidiary roads originating off Sunnybrae Canoe-Point Road, terminating Trans Canada Highway 1 to the west and Cinnemousun Narrows to the east.

Part 3 Membership
3.1 The members of the society are the applicants for the 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.
3.2 A person eligible for membership shall support the purpose of the society and is 19 years of age or older.
3.3 A person becomes a member on the Board’s acceptance of the application and
receipt of payment of the annual fee.
3.4 Every member must uphold the constitution and comply with these bylaws.
Members are entitled to receive minutes of all general meetings of the society, and
annual financial statements, which should be distributed to members electronically
not less than 14 days in advance of the Annual General Meeting.
3.5 The amount of the annual membership fee must be determined by the Board.
3.6 A person ceases to be a member of the society:
3.6.1 by delivering their resignation in person, by mail or electronically to the secretary of the society, or by mailing or emailing to the address of the society.
3.6.2 on his or her death, or in case of dissolution of the society.
3.6.3 on being expelled.
3.6.4 on becoming a member not in good standing.

3.7 A member may be expelled by a special resolution of the members passed at a
general meeting.
3.8 The notice of a special resolution for expulsion must be accompanied by a brief
statement of the reasons for the proposed expulsion.
3.9 The person who is the subject of a 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.
3.10 All members are in good standing except a member who has not paid their current annual membership fee, or any other subscription or debt due and owing by the member of the society to the society, and the member is not in good standing so
long as the debt remains unpaid.


Part 4 Proceedings at General Meetings
4.1 A quorum is a minimum of 3 members in good standing.
4.2 Members must be in good standing 60 days prior to the date of any general meeting to qualify for voting privileges. The exception to this will be in the interim period prior to the first general meeting.
4.3 At a general meeting, the following is ordinary business:
4.3.1 determine there is quorum.
4.3.2 adoption of rules of order.
4.3.3 consideration of any financial statements of the society presented to the meeting.
4.3.4 considerations of any reports from the Board or the auditor.
4.3.5 election or appointment of directors.
4.3.6 business arising out of a report of the Board, not requiring the passing of a special resolution.

4.4 Business, other than the election of a chair and the adjournment or termination of the meeting must not be conducted at a general meeting when a quorum is not present.
4.5 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 a quorum present or until the meeting is adjourned.
4.6 If within 30 minutes from the time appointed for a general meeting a quorum is not present, the meeting if convened on the request of members, must be terminated; but in any other case, it must stand until adjourned and until a replacement date, time and place is made available within 14 days.
4.7 If at the adjourned (rescheduled) meeting, a quorum is not present within 30 minutes from the time appointed for the meeting, the members present constitute a quorum.
4.8 The following individual is entitled to preside as the chair of a general meeting:
4.8.1 the individual appointed by the Board to preside as chair.
4.8.2 if the Board has not appointed an individual to preside as chair, or if the individual appointed is unable to preside as the chair, the following individuals may preside as chair:
4.8.2.1 the president.
4.8.2.2 the vice-president, if the president is unable to preside as chair.
4.8.2.3 one of the other directors present at the meeting, if both the president and the vice-president are unable to preside as chair.

4.8.3 If there is no individual entitled under these bylaws who is able to preside as the chair of a general meeting within 15 minutes from the time set for holding the meeting, the voting members who are present must elect an individual present at the meeting to preside as the chair.

4.9 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.
4.9.1 When a meeting is adjourned for 14 days, notice of the adjourned meeting must be given as in the case of the original meeting.
4.9.2 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 meeting general meeting.
4.10 A resolution at a meeting must be seconded.
4.11 In the case of a tie vote, the chair has the deciding vote, but the chair is not otherwise entitled to one vote.
4.12 A majority vote is sufficient for an ordinary resolution motion: two-thirds (2/3) majority is required in the case of special resolution motion for that motion to pass.
4.13 A member of good standing present at a meeting of members is entitled to one vote.
4.14 At a general meeting, voting must be by a show of hands, an oral vote or another method that adequately discloses the intention of the voting members, except that if, before or after such a vote, two or more voting members request that a secret ballot, or that a secret ballot is directed by the chair of the meeting; voting must be by secret ballot.
4.15 The chair of a general meeting must announce the outcome of each vote and that outcome must be recorded in the minutes of the meeting.
4.16 Voting by proxy is not permitted.
4.17 A special general meeting can be requested by 10 % of the voting membership in writing (of 200 words or less) submitted to the president.
4.17.1 The president has 21 days from the receipt of the motion to respond to the meeting motion.
4.17.2 The requested meeting must be scheduled within 60 days of receipt of the submission to the president.
4.18 An Associate Member’s representative is entitled to speak at any meeting of the society, 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.
4.19 A general meeting will be held at the time and place the Board determines.
4.20 At a general meeting:
4.20.1 revised Robert’s Rules of Order will be followed.
4.20.2 consideration of any reports or statements.
4.20.3 election or appointment of Directors will occur.
4.20.4 business arising out of a report of the Directors or Members will occur not requiring the passing of a special resolution.

4.21 The following individual is entitled to preside as the chair of a general meeting:
4.21.1 the individual as appointed by the Board.
4.21.2 if the Board has not appointed an individual to preside as the chair or the individual appointed by the Board is unable to preside as the chair:
4.21.2.1 the President; or
4.21.2.2 the Vice President, if the President is unable to preside, or one of the other Directors present at the meeting if both the President and Vice President are unable to preside as the chair.

4.22. A notice of a general meeting must state the nature of business to be transacted
at the meeting in general nature to permit a Member receiving the notice to form a reasoned judgment concerning that business. The Secretary will mail, email, and record a notice of the general meeting at least 14 days prior to the posted date.
4.23 Notice sent by mail or email is deemed to have been given on the second day following the day on which the notice is posted. Proof that a notice has been given will be provided by the Secretary by way of mail list and date the notice was sent and by date sent using email service.
4.24 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.
4.25 Quorum for the transaction of business at a general meeting is three Members present or a greater number that the Members may determine at a general meeting.
4.26 The Order of Business at a General Meeting:
4.26.1 determine that there is a quorum.
4.26.2 approve the agenda.
4.26.3 approve the minutes from the last general meeting.
4.26.4 proceed with unfinished business from the last general meeting; and
4.26.5 proceed with the agenda items.

4.27 AGM if the meeting is an annual general meeting:
4.27.1. receive the Director’s report of the financial statements of the Society for the previous financial year.
4.27.2. receive any other reports of Directors activities and decisions since the previous annual general meeting; and
4.27.3. elect or appoint Officers and Directors.

4.28 Methods of Voting:
4.28.1 At a general meeting, voting can be made by ballot or by a show of hands.
4.28.2 Voting by proxy is not permitted.
4.28.3 Electronic attendance by persons at an annual general meeting may be by telephone or other electronic means if such method permits all persons participating in the meeting to communicate with each other during the meeting.


Part 5 – Directors and Officers
5.1 The Society must have no fewer than three and no more than seven Directors.
5.2 At each annual general meeting, the voting Members elect or appoint
the Board. Directors must be a voting Member of the Society who has been
in good standing for a minimum of 60 days prior to election or appointment
to the Board.
5.3 Directors will be elected or appointed for a 2 year term unless decided
differently by the Board. The Board may, at any time appoint a Member as
a Director to fill a vacancy that arises on the Board as a result of resignation,
death, expulsion, or incapacity of a Director during the Director’s term of office.
5.1 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:
5.1.1 all laws affecting the society.
5.1.2 these bylaws, and;
5.1.3 rules consistent with these bylaws that are made from time to time by the society in a general meeting.
5.2 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.
5.3 The president, vice-president, secretary, and treasurer are officers of the society.
5.4 One half of the first elected directors of the society must retire or be re-elected at the next annual general meeting of the society.
5.4.1 Directors may otherwise serve a term of two years before being succeeded or re-elected and will be re-elected or succeeded at every second annual general meeting.
5.4.2 The election of officers will happen at the first board meeting after the general
meeting.
5.4.3 An election may be by a show of hands or ballot to be determined by the majority
of members present.
5.4.4 If a successor is not elected, the person previously elected or appointed may
continue to hold office.
5.6 Individuals are limited to 3 consecutive terms in the position of president.
5.7 A director appointed to the board to fill a vacancy ceases to be a director at the end of the unexpired portion of the term of office of the individual whose departure from office created the vacancy.
5.7.1 A director so appointed holds office only until the conclusion of the next annual general meeting of the society but is eligible for re-election at that meeting.
5.8 The members may, by special resolution, remove a director before the expiration of their term of office and may elect a successor to complete the term of office.
5.9 A director must not be remunerated for being or acting as a director, but a director may be reimbursed for all expenses necessarily and reasonably incurred by the director while engaged in the affairs of the society.

Part 6 – Proceedings of Directors
6.1 The directors may meet at places they think fit to conduct business, adjourn and
otherwise regulate their meetings and proceedings as they see fit.
6.2 The quorum for the transaction of business at a directors meeting is a majority of the directors.
6.3 The president is the chair for all board meetings, but if at a meeting the president is not present within 30 minutes after the time appointed for the meeting, the vice-president must act as chair, but if neither is present, the directors may choose one of their number to be the chair of that meeting.
6.4 A board meeting may be called by the president, or by any 2 other directors.
6.5 The Board may by resolution establish committees and delegate responsibility for conducting specific tasks to such committees, which shall consist of members or non-members as appropriate for the tasks to be undertaken. A director shall act as a liaison for all appointed committees. All appointments of individuals to committees must be approved by the board.
6.5.1 The board shall delegate only such authority to such committees as is appropriate and required for effective conduct of their tasks but may not delegate to any committee authorities or responsibilities that are required to be performed by the board itself.
6.5.2 All committees established by the board must conform to any rules imposed on it by the board.
6.5.3 The members of a committee may meet and adjourn as required for the conduct of its business.
6.5.4 A committee must elect a chair of its meetings. If at a scheduled meeting the chair is not present within 30 minutes after the time appointed for the meeting, the committee members must choose one of their number to be the chair for that meeting.
6.6 For a first meeting of directors held immediately after the appointment or election of a director or directors at an annual or other general meeting of members, of for a meeting of the directors at which a director is appointed to fill a vacancy on the board, it is not necessary to give notice of the meeting to the newly elected or appointed director or directors for the meeting to be constituted if a quorum of directors is present.
6.7 Notice of meetings and the business to be considered shall be given to directors. Notices may be delivered in writing or by electronic means.
6.7.1 A director who is absent temporarily from British Columbia may send or deliver to the address of the society a waiver of notice which may be by letter or email, for any meeting of the board, and may at any time withdraw the waiver, and until the waiver is withdrawn,
6.7.2 a notice of meeting of directors is not required to be sent to that director, and
6.7.3 any and all meetings of the board, notice of which has not been given to that director, if a quorum of the directors is present, are valid and effective.
6.7.4 The waiver of such an absent director in effect, reduces the size of the quorum necessary to conduct business.
6.8 Questions arising at board meetings and committee meetings must be decided by a majority of votes.
6.8.1 In the case of a tie vote, the chair has the deciding vote, but otherwise has no vote.
6.9 A resolution proposed at a board meeting or a committee meeting must be seconded.
6.10 A resolution in writing, signed by all of the directors and placed within the minutes of the board meetings, is as valid and effective as if regularly passed at a board meeting, providing that the members of the board or committee have been provided with the proposed motion and adequate background information supporting the resolution not less than 7 days in advance of the deadline for voting.
6.11 Board members may vote by email on issues that come up between meetings. The issue and motion will be documented in the next regular board meeting.

Part 7 – Duties of Officers
Election or appointment to Board positions
7.1 Directors must be elected or appointed to the following board positions, and a director,
other than the presidents, may hold more than one position:
7.1.1 president
7.1.2 vice-president
7.1.3 secretary
7.1.4 treasurer
Directors at Large
7.2 Directors who are elected or appointed to positions on the board in addition to the positions described in these bylaws are elected or appointed as directors at large.
Role of the President
7.3 The president is the chair of the board and is responsible for supervising the other directors in the execution of their duties.
Role of the Vice-President
7.4 The vice-president is the vice-chair of the board and is responsible for carrying out the duties of the president if the president is unable to act.
Role of the Secretary
7.5 The secretary is responsible for doing of making the necessary arrangements for the following:
7.5.1 Issue notices of general and board meetings.
7.5.2 take minutes of general and board meetings.
7.5.3 keep the records of the society in accordance with the act.
7.5.4 conduct the correspondence of the society.
7.5.5 file the annual report of the society and make other filings with the registrar under the act.
7.5.6 maintain the registry of members.
7.6 In the absence of the secretary from a meeting, the board must appoint another
individual to act as the secretary at that meeting.

Role of the Treasurer
7.7 The treasurer is responsible for doing or making the necessary arrangements for the following:
7.7.1 receive and bank monies collected for the members or other sources.
7.7.2 keep account records in respect of the society’s financial transactions.
7.7.3 prepare society financial statements and reporting on same at the annual
general meeting.
7.7.4 make the society’s filings with respect to taxes.

Part 8- Auditor
8.1 This part applies only if the society is requested or has resolved to have an auditor.
8.2 The first auditor may be appointed by the board, who must also fill any vacancies
occurring in the office of auditor.
8.3 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 annual general meeting.
8.4 An auditor may be removed by an ordinary resolution.
8.5 An auditor must be promptly informed in writing of the auditor’s appointment or
removal.
8.6 A director or employee of the society may not be its auditor.
8.7 The auditor may attend general meetings of the society.



Part 9- Notices to Members
9.1 A notice may be given to a member electronically.

9.2 A notice sent electronically is deemed to have been given on the day after transmission to the membership. And in proving that notice has been given, it is sufficient to prove the notice was properly addressed and delivered to the member.
9.3 Notice of a general meeting must be given to:
9.3.1 every member shown on the registry of members on the day notice is given, and
9.3.2 the auditor if part 10 applies.
9.4 No other person is entitled to receive a notice of a general meeting.

Part 10- Bylaws
10.1 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.
10.2 These bylaws may not be altered or added to except by special resolution.

Part 11- Signing Authority
11.1 A contract or other record to be signed by the society must be signed on behalf of the society.
11.1.1 by the president, together with one other director.
11.1.2 if the president is unable, by the vice-president together with one other director.
11.1.3 if the president and vice-president are both unable, by any two other directors
11.1.4 in any case, by one or more individuals authorized by the board to sign the record on behalf of the society.

Part 12- Winding Up and Dissolution of the Society
12.1 In the event of dissolution or winding up of the society, all the remaining assets of the society, after payment of its liabilities, shall be given to a qualified done as described in subsection 149 1(1) of the Income Tax Act (Canada) and which benefits the South Shuswap community.