Down Syndrome Society of British Columbia
BYLAWS OF THE DOWN SYNDROME SOCIETY OF BRITISH COLUMBIA
PART 1 - INTERPRETATION
1.1 Definitions - In these Bylaws, unless the context otherwise requires:
1.1.1 “Society” means the Down Syndrome Society of British Columbia;
1.1.2 “Board” means the directors of the Society;
1.1.3 “bylaws” means these bylaws as altered from time to time;
1.1.4 “Constitution” means the constitution of the Society as altered from time to time;
1.1.5 “directors” means the directors of the Society for the time being;
1.1.6 “Executive Committee” means a committee comprised of the duly elected President, Vice President, Secretary and Treasurer and such other directors as may be determined by the Board from time to time;
1.1.7 “ordinary resolution” means a resolution, of which the notice required by the Societies Act and these bylaws has been provided, that is passed at a general meeting of the Society by a simple majority of the votes cast by those members who attend the meeting in person and are entitled to vote in respect of such a resolution;
1.1.8 “Societies Act” means the Societies Act, SBC 2015, Chapter 18, as amended from time to time;
1.1.9 “special resolution” means a resolution, of which the notice required by the Societies Act and these bylaws has been provided, that is passed at a general meeting of the Society by not less than ⅔ of the votes cast by those members who attend the meeting in person and are entitled to vote in respect of such resolution;
1.1.10 “registered address” of a member means their address as recorded in the register of members.
1.2 Definitions in Societies Act to Apply - The definitions in the Societies Act on the date these bylaws become effective apply to these bylaws to the extent they are not inconsistent with these bylaws.
1.3 Rules of Interpretation - Except as may be otherwise specifically provided in these Bylaws and unless the context otherwise requires, in these bylaws:
1.3.1 the terms “hereto”, “hereof”, “herein”, “hereby”, “hereunder,” and similar expressions refer to these bylaws in their entirety and not to any particular provision hereof;
1.3.2 words importing the singular number only shall include the plural and vice versa and words importing the use of any gender shall include all genders;
1.3.3 the word “including” is deemed to mean “including without limitation”;
1.3.4 any time period within which a payment is to be made or any other action is to be taken hereunder shall be calculated excluding the day on which the period commences and including the day on which the period ends;
1.3.5 whenever any payment is required to be made, action is required to be taken or period of time is to expire on a day that is a “holiday” under the Interpretation Act (B.C.), such payment shall be made, action shall be taken or period shall expire on the next following day that is not a “holiday”; and
1.3.6 the words “written” or “in writing” shall include references to printing, lithography, typewriting, photography, electronic or digital modes of representing or reproducing words in a visible form.
PART 2 - MEMBERSHIP
2.1 Membership - Members 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. Membership may not be assigned or transferred.
2.1.1 Any person eligible for membership in the Society shall become a member upon completing and submitting to the Board the prescribed membership application form and payment of current membership dues, if any. The Board shall determine, and may amend from time to time, the form and content of the prescribed membership form, which shall include the applicant’s agreement to comply with and be bound by the Constitution and bylaws.
2.1.2 Members shall be entitled to one (1) vote per member at the general meetings of the Society.
2.2 Compliance - Every member shall uphold the Constitution and bylaws and be subject to all the duties and obligations which are set forth in the Constitution and in these bylaws.
2.3 Dues - The amounts of annual membership dues, if any, for members shall be determined from time to time by the Board. Annual membership dues shall be payable within 30 days of notice or billing being issued by the Society or on such other number of days or on such date as the Board may determine from time to time.
2.4 Good Standing - All members are in good standing except a member who fails to pay annual membership fees or dues which become payable.
2.5 Member Not in Good Standing - A member who is not in good standing:
2.5.1 may not vote at a general meeting, and
2.5.2 is deemed not to be a voting member for the purpose of consenting to a resolution of the voting members.
2.6 Ceased Members - A person may cease to be a member of this Society:
2.6.1 by delivering their written resignation to the Secretary of the Society or by mailing or delivering it to the address of the Society; or
2.6.2 on their death, or, in the case of a corporation, on dissolution; or
2.6.3 by being expelled; or
2.6.4 if fees or dues are payable, on failure to pay those fees or dues for six (6) consecutive months, or
2.6.5 If they cease to be in good standing.
2.7 Expulsion - The Directors may, by a vote of a majority of those present, expel any member whose conduct shall have been determined by the Directors to be improper, unbecoming, or likely to endanger the interests or reputation of the Society or who willfully commits a breach of the Constitution or bylaws of the Society.
PART 3 – MEETINGS OF MEMBERS
3.1 Time and Place of General Meetings - Subject to Section 3.3 and the Societies Act, general meetings of the Society shall be held at such time and place as determined by the Board.
3.2 Extraordinary General Meetings - Every general meeting, other than an annual general meeting, is an extraordinary general meeting.
3.3 Requisition of Extraordinary General Meeting - The Directors may, when they think fit or on the requisition signed by 10% or more of the members of the Society, convene an extraordinary general meeting. Any extraordinary general meeting that is so requisitioned shall be called by the Directors within 60 days of the Board’s receipt of the duly signed requisition, and shall be held within 60 days of the call at a time and place determined by the directors.
3.4 Form of Notice - Notice of a general meeting shall specify the place in British Columbia, day and the hour of the meeting, and the business to be conducted thereat, and in the case of business requiring a special resolution, it shall include the text of the special resolution and information with sufficient detail to permit a member receiving the notice to form a reasoned judgment concerning that business.
3.5 Non-Receipt - 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 of that meeting.
3.6 Method of Notice Delivery - Notice may be given to a member by delivering the notice to them personally or to their registered address, or by mailing the notice to them at their registered address through the Canada Post Office, or by emailing the notice to them at the email address the member has provided to the Society.
3.7 Deemed Delivery - Notice that is delivered to the member personally or to their registered address is deemed to be received on the date of such delivery. Notice that is sent by mail or email shall be deemed to have been received on the second day following the day on which the notice was sent by mail or email. A certificate signed by a director on behalf of the Society stating that the notice was addressed and sent in accordance with S.3.6 shall be conclusive to prove that the notice by mail was properly given in such manner.
3.8 Notice Period - Not less than 14 days and not more than 60 days, notice must be sent to every member for all general meetings.
3.9 Entitlement to Notice - Notice of a general meeting shall be given to:
3.9.1 every member shown on the register of members on the day notice is given, and
3.9.2 the auditor, if Part 9 applies.
3.9.3 No other person is entitled to receive notice of a general meeting.
PART 4 - PROCEEDINGS AT GENERAL MEETINGS
4.1 Business Requiring Approval by Special Resolution - The following business must be approved by special resolution:
4.1.1 all business at an extraordinary general meeting except the adoption of rules of order, the appointment of a chair and voting procedures at the meeting;
4.1.2 all business transacted at an annual general meeting, except:
4.1.2.1 the adoption of rules of order,
4.1.2.2 the consideration of the financial statements of the Society presented at the meeting and the auditor’s report, if any,
4.1.2.3 the consideration of the reports, if any, of the directors’ activities and decisions,
4.1.2.4 the report of the auditor, if any,
4.1.2.5 the election or appointment of directors,
4.1.2.6 the setting or changing of the number of directors who shall constitute the Board,
4.1.2.7 the appointment of the auditor, if required.
4.2 Business Requiring Approval by Ordinary Resolution - A matter to be decided at an annual general meeting must be decided by ordinary resolution unless the matter is required by the Societies Act or these bylaws to be decided by special resolution.
4.3 Quorum Required - No business, other than the election of a chairman and the adjournment or termination of the meeting, shall be conducted at a general meeting at a time when a quorum is not present.
4.4 If Quorum Ceases to be Present - 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.
4.5 Quorum for General Meetings - A quorum is three (3) members present at any general meeting of members.
4.6 Adjournment due to Lack of Quorum - If within thirty (30) minutes from the time appointed for a general meeting a quorum is not present, the meeting, if convened on the requisition of members, shall be terminated; but in any other case, it 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 thirty (30) minutes from the time appointed for the meeting, the members present constitute a quorum.
4.7 Chair of General Meeting - Subject to Section 4.8, 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. The chair of the meeting shall conduct the general meeting, and determine and apply the rules of procedure for such a meeting.
4.8 Alternate Chair - If at a general meeting (a) there is no President, Vice-President, or other director present within fifteen (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 the chair.
4.9 Adjournments by Chair - The chair of a general meeting may, or if so directed by an ordinary resolution passed by the members at the meeting, must adjourn the general meeting 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.
4.10 Adjournment of 30 or more days - Where a general meeting is adjourned for 30 days or more, notice of the adjourned meeting shall be given as in the case of the original meeting.
4.11 Notice of an Adjournment - Except as provided in this bylaw, it is not necessary to give notice of a continuation of an adjourned general meeting or of the business to be transacted at an adjourned general meeting.
4.12 Proposal of Resolution - A resolution proposed at a meeting shall be seconded and the chairman of a general meeting may move or propose a resolution.
4.13 No Casting Vote by Chair - In case of an equality of votes the chair shall not have a casting or second vote in addition to the vote to which they may be entitled as a member and the proposed resolution shall not pass.
4.14 Order of business at a general meeting - The order of business at a general meeting is as follows:
4.14.1 elect an individual to chair the meeting, if necessary;
4.14.2 determine that there is a quorum;
4.14.3 approve the agenda;
4.14.4 approve the minutes from the last general meeting;
4.14.5 deal with unfinished business from the last general meeting;
4.14.6 if the meeting is an annual general meeting;
4.14.6.1 receive the directors’ report on the financial statements of the Society for the previous financial year, and the auditor’s report, if any, on those statements,
4.14.6.2 receive any other reports of directors’ activities and decisions since the previous annual general meeting,
4.14.6.3 elect or appoint directors, and
4.14.6.4 appoint an auditor, if any;
4.14.7 deal with new business, including matters about which notice has been given to the members in the notice of meeting;
4.14.8 terminate the meeting.
4.15 Voting - The following provisions apply to voting at general meetings:
4.15.1 a member in good standing present at a meeting of members is entitled to cast one (1) vote.
4.15.2 a member who is not in good standing may not vote at a general meeting.
4.15.3 voting shall be conducted by a show of hands, an oral vote or other method that adequately discloses the intention of voting members, including by email or electronic means.
4.15.4 voting by proxy shall not be permitted.
4.15.5 Participation in a general meeting may be done in whole or in part by electronic means, so as to allow some or all members to participate in the meeting remotely. Where such a meeting is conducted by electronic means, the Society must take reasonable steps to ensure that all participants are able to communicate and participate in the meeting.
4.15.6 An ordinary member that is a corporation or non-profit society may vote by its authorized representative, who shall be entitled to attend, speak and vote at any general meeting, and in all other respects exercise the rights of a member, and that representative shall be reckoned as an ordinary member for all purposes with respect to a general meeting of the Society. Each such corporation or nonprofit society shall not have more than one (1) vote.
4.15.7 The chair of a general meeting must announce the outcome of each vote and that outcome must be recorded in the minutes of the general meeting.
PART 5 - DIRECTORS
5.1 Qualifications - Each director shall be a member in good standing of the Society and must be qualified to act as a director under the Societies Act.
5.2 Powers - The Board may exercise all the powers and do all the acts and things that the Society may exercise or do and which are not by these bylaws or by statute or otherwise lawfully directed or required to be exercised or done by the Society in general meetings. In exercising the above powers, the Board shall comply with:
5.2.1 all laws affecting the Society,
5.2.2 the Constitution,
5.2.3 these bylaws; and
5.2.4 rules, not being inconsistent with these bylaws, which are made from time to time by the Society at a general meeting.
5.3 Board may make Rules - The board may make and establish rules, regulations and policies consistent with the Constitution, these bylaws and rules made by the Society at a general meeting, and may amend and revoke such rules, regulations and policies from time to time.
5.4 Rules made at General Meeting shall not invalidate Prior Act of Board - No rule, made by the Society at a general meeting, invalidates a prior act of the Board and directors that would have been valid if that rule had not been made.
5.5 Number of Directors - The number of directors shall not be less than 3 or greater than 11.
5.6 Board Positions - Directors must be elected or appointed to the following Board positions and a director, other than the President, may hold more than one position:
5.6.1 President;
5.6.2 Vice President;
5.6.3 Secretary;
5.6.4 Treasurer.
5.7 Directors at large - 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.
5.8 Role of the President - The President shall have the following authority and responsibilities:
5.8.1 the President shall preside over all general meetings of the Society, and all meetings of the Board and Executive Committee.
5.8.2 the President shall be the chief executive officer of the Society, the chair of the Board and shall supervise the other directors in the execution of their duties.
5.9 Role of the Vice President - The Vice-President shall assist the President and shall carry out the duties and possess the authority of the President during any time the President is absent or unable to discharge their duties.
5.10 Role of the Secretary - The Secretary shall be responsible for doing, or making the necessary arrangements for the following:
5.10.1 conducting the correspondence of the Society,
5.10.2 issuing notices of the general meetings of the Society and the Board,
5.10.3 keeping minutes of all general meetings of the Society and the Board,
5.10.4 keeping custody of all records and documents required to be kept pursuant to the Societies Act, except those required to be kept by the Treasurer,
5.10.5 keeping custody of the common seal of the Society, if any,
5.10.6 maintaining the Register of Members,
5.10.7 filing the annual report of the Society and making any other mandatory filings with the registrar under the Societies Act,
5.10.8 delegating tasks to another director with the consent of the Executive Committee.
5.11 Absence of the Secretary - In the absence of the Secretary from a meeting, the Board shall appoint another person to act as the Secretary at the meeting.
5.12 Role of the Treasurer - The Treasurer is responsible for doing, or making the necessary arrangements for the following;
5.12.1 keeping the financial records for the Society, including books of account necessary to comply with the Societies Act,
5.12.2 preparing and submitting financial statements for the Society to the directors, members and others when required,
5.12.3 making the Society’s filings with respect to taxes, and
5.12.4 receiving and banking monies collected from members or other sources.
5.13 Re-Election - The directors shall retire from office at each annual general meeting when their successors shall be elected and any retiring director shall be eligible for re-election if properly qualified.
5.14 Filling a Vacancy - The Board may at any time and from time to time appoint a member as a director to fill a vacancy on the Board.
5.15 Tenure - A director so appointed holds office only until the conclusion of the next following annual general meeting of the Society, but is eligible for reelection at the meeting.
5.16 Resignation - A resigning director shall give notice of their resignation in writing to the Society which shall be effective as set forth in the Societies Act.
5.17 Validity of Acts - An act or proceeding of the society or the Board is not invalid merely because fewer than the required number of directors have been designated, elected or appointed.
5.18 Ceasing to be a director - A person shall cease to be a director of the Society:
5.18.1 by no longer being a member in good standing,
5.18.2 on their death or resignation,
5.18.3 on their becoming an undischarged bankrupt or on being found by any court in Canada or elsewhere, to be incapable of managing their own affairs,
5.18.4 on their being convicted in or out of the Province of British Columbia of an offence in connection with the promotion, formation, or management of a corporation or unincorporated entity or of an offence involving fraud, unless;
5.18.4.1 the court orders otherwise,
5.18.4.2 5 years have elapsed since the last to occur of:
5.18.4.2.1 the expiration of the period set for suspension of the passing of sentence without a sentence having been passed,
5.18.4.2.2 the imposition of a fine,
5.18.4.2.3 the conclusion of the term of any imprisonment, and
5.18.4.2.4 the conclusion of any term of probation imposed, or
5.18.4.3 a pardon was granted or issued, or a record suspension was ordered, under the Criminal Records Act (Canada) and the pardon or record suspension, as the case may be, has not been revoked or ceased to have effect.
5.18.5 on the director’s term of office expiring, or
5.18.6 on the director’s removal from office in accordance with these bylaws.
5.19 Removal of director by members - The members in good standing 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.
5.20 Reimbursement and Remuneration - No director shall be remunerated for being or acting as a director, but a director shall be reimbursed for all expenses necessarily and reasonably incurred while engaged in the affairs of the Society.
5.21 Conflict of Interest - The following shall apply to conflicts of interest:
5.21.1 Each director shall have an obligation to disclose to the Board any membership, directorship, board appointment, or similar associations which may constitute a conflict with their obligations as a director.
5.21.2 Subject to any exemption set out in the Societies Act, a director who has a direct or indirect material interest in a contract or transaction (whether existing or proposed) with the Society, or a matter that is or is to be the subject of consideration by the directors, if that interest could result in the creation of a duty or interest that materially conflicts with that director’s duty or interest as a director of the Society:
5.21.2.1 will be counted in the quorum at a meeting of the Board or the directors at which the contract, transaction or matter is considered;
5.21.2.2 shall disclose fully and promptly to the Board the nature and extent of their interest;
5.21.2.3 abstain from voting on a director’s resolution or consenting to a consent resolution of directors in respect of such contract, transaction or matter;
5.21.2.4 shall absent themselves from the directors or Board meeting or portion thereof;
5.21.2.4.1 at which the contract, transaction or matter is discussed, unless requested by the directors of the Board to remain to provide relevant information; and
5.21.2.4.2 in any case, during the vote on such contract, transaction or matter; and
5.21.2.4.3 shall refrain from any action intended to influence the discussion or vote.
5.22 The Board may establish further policies governing conflicts of interest of directors and others, provided that such policies must not contradict the Societies Act or these bylaws.
5.23 Consent - The designation, election or appointment of a director is not effective unless the individual consents in writing or the individual is present at the meeting at which the election takes place, and the individual does not refuse the appointment.
PART 6 - PROCEEDINGS OF THE BOARD
6.1 Notice - The Board may meet upon notice of 48 hours (unless all the directors agree to a shorter notice period) issued by the President, or Secretary, or at the request of any 2 directors, at the places they think fit to dispatch business, adjourn and otherwise regulate their meetings and proceedings.
6.2 Method of Notice of Delivery - Notice may be given to a director by delivering the notice to them personally or to their registered address, or by mailing the notice to them at their registered address though the Canada Post office, or by emailing the notice to them at the email address the director has provided to the association.
6.3 Deemed Delivery - Notice that is delivered to the director personally or to their registered address is deemed to be received on the date of such delivery. Notice that is sent by mail or by email shall be deemed to have been received on the second day following the day on which the notice was sent by mail or email. A certificate signed by a senior manager on behalf of the Society stating that a notice was addressed and sent in accordance with Section 6.2 shall be conclusive to prove that the notice by mail was properly given in such manner.
6.4 Quorum - The Board 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.
6.5 Chair - The President shall be chair of all meetings of the Board, but if at a meeting the President is not present within thirty (30) minutes after the time appointed for holding the meeting, the Vice-President shall act as chair, but if neither is present, the directors present may choose one of their number to be chair at that meeting.
6.6 Committees - The Directors may delegate any, but not all, of their powers to committees consisting of directors or members as they think fit. The following provisions apply to committees:
6.6.1 A committee so formed in the exercise of powers so delegated shall conform to any guidelines or rules that may from time to time be imposed on it by the Directors, and must report every act or thing done in exercise of those powers to the earliest meeting of the Board to be held next after it has been done.
6.6.2 A committee acting within its delegated authority aforesaid shall be deemed as having full legal authority to act and having acted, such action may not be retroactively overturned by the directors.
6.6.3 A committee shall elect a chair of its meetings; but if no chair is elected, or if at a meeting the chair is not present within thirty (30) minutes after the time appointed for holding the meeting, the directors present who are members of the committee shall choose one of their number to be chair of the meeting.
6.6.4 The members of a committee may meet and adjourn as they think proper.
6.6.5 The Executive Committee is to carry out the day to day business and administrative matters of the Society.
6.7 First Board Meeting - For a first meeting of directors held immediately following the 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 to be duly constituted if a quorum of the directors is present.
6.8 Voting - The following provisions apply to voting at meetings of directors:
6.8.1 Questions arising at any meeting of the Board and committee of directors shall be decided by a majority of votes.
6.8.2 In case of an equality of votes, the chairman shall not have a second or casting vote.
6.8.3 A resolution or motion proposed at a meeting of the Board or any committee of directors shall be seconded and the chair of a meeting may move or propose a resolution or make a motion.
6.8.4 A consent resolution made in writing signed by all the directors and placed with the minutes of the Board is as valid and effective as if regularly passed at a meeting of the Board.
6.9 Meetings by Electronic Means - The Board may determine, in its discretion, to hold any meeting or meetings of the Board in whole or in part by electronic means, so as to allow some or all parties to participate in the meeting remotely. Where a meeting of the Board is conducted by electronic means, the Society must take reasonable steps to ensure that all participants are able to communicate and participate in the meeting.
PART 7 - SEAL
7.1 The directors may provide a common seal for the Society and they may destroy a seal and substitute a new seal in its place.
7.2 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 two directors of the Society, one of whom is the president and who shall attest the same.
PART 8 - BORROWING
8.1 The directors may borrow or raise or secure the repayment of such sum or sums in such a manner and upon such terms and conditions in all respects as they see fit and, in particular, by the issue of bonds, perpetual or redeemable, debentures or debenture stock, or any mortgage, charge, or other security on the undertaking of the whole or any part of the present and future property both real and personal of the Society; provided, however, that none of these powers shall be exercised except in accordance with the sanction of a resolution passed by a majority of at least seventy-five percent (75 %) of the members of the Society present and entitled to vote at a regular or special meeting, and provided each member of the Society shall be given fourteen (14) days’ notice of the meeting and of the proposed scheme to raise or secure monies to be voted on at the meeting.
8.2 Except for establishing for and in the name of the Society an operating line of credit not to exceed $2000. the directors may borrow money only to the extent and for the purposes authorized by special resolution.
PART 9 - AUDITOR
9.1 This part applies only where the Society is required or has resolved to have an auditor.
9.2 The first auditor shall be appointed by the directors who shall also fill all vacancies occurring in the office of auditor.
9.3 At each annual general meeting the Society shall appoint an auditor to hold office until they are re-elected or their successor is elected at the next annual general meeting.
9.4 An auditor may be removed by ordinary resolution.
9.5 An auditor shall be informed forthwith in writing of appointment or removal.
9.6 A director and/or employee of the Society cannot be appointed auditor.
9.7 The auditor may attend general meetings.
PART 10 – FISCAL YEAR
10.1 The fiscal year of the Society shall be determined by the directors from time to time, subject to the approval and consent of Canada Revenue Agency, or any successor body.
PART 11- BYLAWS
11.1 On being admitted to membership, a member is entitled to and the Society shall give them upon request, without charge, a copy of the Constitution and bylaws of the Society.
11.2 These bylaws shall not be altered or added to except by special resolution.
PART 12 – BANKING/INVESTMENTS
12.1 All cheques, drafts, notes and other negotiable instruments shall be signed, executed or endorsed by such person or persons and in such manner as may be determined upon from time to time by the directors, and unless and until otherwise determined upon by the directors, shall be signed, executed and endorsed, by the Treasurer and one other director, and no cheques, drafts, notes or other negotiable instruments shall be valid unless signed, executed or endorsed as aforesaid.
PART 13 – INSPECTION OF THE BOOKS BY MEMBER
13.1 A member in good standing is entitled, upon providing not less than 14 days’ notice in writing to the Society, to inspect at the registered office of the Society during normal business hours any of the documents and records of the Society listed in Section 20(1) of the Societies Act. Except as expressly provided by statute or law, a member will not be entitled or have the right to inspect any other document or record of the Society. However, subject to such policies as the Board may establish, a member in good standing may request, in writing provided to the Board, to inspect any other document or record of the Association and the Board may allow the member to inspect the document or a copy thereof, in whole or in part, and subject to such redaction as the Board deems necessary, all in the sole discretion of the Board.
PART 14 – INDEMNITY OF DIRECTORS
14.1 Subject to the restrictions set forth in the Societies Act, each director, eligible party of representative of an eligible party (as defined by the Societies Act) will be indemnified by the Society against all costs, charges and expenses, including legal and other fees, actually and reasonably incurred in connection with any legal proceeding or investigative action, whether current, threatened, pending or completed, to which that person by reason of their holding or having held authority within the Society:
14.1.1 is or may be joined as a party to such legal proceeding or investigative action; or
14.1.2 is or may be liable for or in respect of a judgement, penalty or find awarded or imposed in, or an amount paid in settlement of, such legal proceeding or investigative action.
14.2 The Society may purchase and maintain insurance for the benefit of any or all directors, eligible party or representative of the eligible party, employees or agents against personal liability incurred by any such person as a director, senior manager, employee or agent.
PART 15 – SIGNING AUTHORITY
15.1 Subject to Section 12.1, a contract or other record to be signed by the Society must be signed on behalf of the Society:
15.1.1 by the President, together with one other director;
15.1.2 if the President is unable to provide a signature, by the Vice President together with one other directors, or
15.1.3 if the President and the Vice President are both unable to provide signatures, by any 2 of the other directors.
PART 16 – CHARITABLE PURPOSES
16.1 The Society’s purpose shall be carried on without object to gain for its members and any profits or other accretions to the Society shall be used in promoting its purpose.
16.2 The operations of the Society are to be carried out mainly within Canada. This provision is alterable only with a 75 percent (¾) vote of the members present at a duly convened meeting of which 14 days’ notice has been given to all members of the Society.
16.3 In the event that the Society should at any time be wound up or dissolved, the assets remaining after payment of all debts and liabilities shall be distributed to a recognized charitable organization in the Province or elsewhere in Canada having similar objects and purposes to the Society.
16.4 In accordance with Section 16.3, upon the winding up or dissolution of the Society, after payment of all debts and liabilities, any remaining funds and property shall be distributed or disposed of only to qualified donees, as described under paragraph 149.1(1) of the Income Tax Act (or its successor provision).