By-laws of the Peace Region Internet Society
Revised by the September 16, 2000 Annual General Meeting of the Society and duly filed with the Registrar of Companies, Province of British Columbia
TABLE OF CONTENTS
- Meetings of Members
- Proceedings at General Meetings
- Directors and Officers
- Proceedings of Directors
- Duties of Officers
- Common Seal
- Borrowing and Assessments
- Notices to Members
- (a) In these bylaws, unless the context otherwise requires,
- (i) "directors" means the directors of the Society for the time being;
- (ii) "Society Act" means the Society Act of the Province of British Columbia from time to time in force, and all amendments to it;
- (iii) "registered address" of a member means his address as recorded in the register of members of the Society.
- (b) The definitions in the Society Act on the date these bylaws become effective apply to these bylaws.
- 1.2 Words importing the singular include the plural and vice versa; words importing the masculine include the feminine and corporate, and vice versa.
2.1 The members of the Society are its applicants for incorporation, and those persons who subsequently have become members, in accordance with these bylaws, and who in either case have not ceased to be members.
2.2 A person becomes a member of the society upon payment of the fees-for-service as determined from time to time by the directors and upon acceptance of the conditions described in the application form for membership in the society. The directors of the society shall determine who shall be a member of the society.
2.3 Every member shall uphold the Constitution of the Society and shall comply with these Bylaws.
2.4 The amount of the first annual membership dues shall be determined by the directors at the first meeting of the Society, and after that the annual membership dues of the Society shall be the fee for services provided by the Society to that member.
2.5 A person shall cease to be a member of the Society: (a) by delivering his resignation in writing to the Secretary of the Society, or by mailing or delivering it to the address of the Society; (b) on his death, or in the case of a corporation, on its dissolution; (c) on his being expelled; or (d) by refusing to comply with the published policies of the society regarding the appropriate use of the services provided by the society.
2.6 (a) A member may be expelled by a special resolution of the members, passed at a general meeting. (b) The notice of special resolution for expulsion shall be accompanied by a brief statement of the reason or reasons for the proposed expulsion. (c) The person who is the subject of the proposed resolution for expulsion shall be given an opportunity to be heard at the general meeting before the special resolution is put to a vote.
2.7 All members are in good standing except a member who has failed to pay his current annual membership fee or any other subscription or debt due and owing by him to the Society, and he is not in good standing so long as the debt remains unpaid.
MEETINGS OF MEMBERS
- 3.1 General meetings of the Society shall be held at the time and place, in accordance with the Society Act, that the directors decide.
- 3.2 Every general meeting, other than an annual general meeting, is an extraordinary general meeting.
- 3.3 The directors may, when they think fit, convene an extraordinary general meeting.
- (a) Notice of a general meeting shall specify the place, day and hour of the meeting, and, in the case of special business, the general nature of that business.
- (b) The accidental omission to give notice of a meeting to, or the non-receipt of notice by, any of the members entitled to receive notice, does not invalidate proceedings at that meeting.
- (c) Notice of a general meeting shall follow the provisions of bylaw 11.1
- 3.5 The first annual general meeting of the Society shall be held not more than 15 months after the date of incorporation, and after that an annual general meeting shall be held at least once in every calendar year and not more than 15 months after the holding of the last annual general meeting.
PROCEEDINGS AT GENERAL MEETINGS
- 4.1 Special business is:
- (a) all business at an extraordinary general meeting except the adoption
of rules of order; and
- (b) all business 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) the other business that, 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.
- (a) 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.
- (b) 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.
- (c) A quorum is 5 members present in addition to any directors of the Society who may be present, or a greater number that the members may determine at a general meeting.
- 4.3 If within 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 30 minutes from the time appointed for the meeting, the members then present shall constitute a quorum.
- 4.4 Subject to bylaw 4.5, the President of the Society, the Vice President or in the absence of both, one of the other directors present, shall preside as chairman of a general meeting.
- 4.5 If at a general meeting
- (a) there is no President, Vice President or other director present within 15 minutes after the time appointed for holding the meeting; or
- (b) the President, the Vice President and all other directors present are unwilling to act as chairman, the members present shall choose one of their number to be chairman.
- (a) 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.
- (b) When a meeting is adjourned for 10 days or more, notice of the adjourned meeting shall be given as in the case of the original meeting.
- (c) 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.
- 4.7 In case of an equality of votes:
- (i) the chairman shall not have a casting or second vote in addition to the vote to which he may be entitled as a member; and
- (ii) the proposed resolution shall not pass.
- (a) A member in good standing present at a meeting of members is entitled to one vote.
- (b) Voting is by show of hands except that elections or other business shall be conducted by secret ballot if a majority of the members present indicate that that is their preference.
- (c) Voting by proxy is not permitted.
- 4.9 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 shall be reckoned as a member for all purposes with respect to a meeting of the Society.
- 4.10 The order of proceedings at an annual general meeting shall, unless circumstances require otherwise, be as follows:
- (a) meeting to be called to order;
- (b) notice that convened the meeting to be read;
- (c) minutes of preceding meeting to be read and disposed of;
- (d) business arising out of the minutes;
- (e) reports of standing and special committees;
- (f) reports of directors and auditors;
- (g) special business and resolutions;
- (h) unfinished business;
- (i) new business;
- (j) review of constitution and bylaws;
- (k) election of directors.
PART 5 DIRECTORS AND OFFICERS
- (a) The directors may exercise all and only those powers and do all and only those acts that the society may exercise and do, and which are not by these bylaws or by statute or otherwise lawfully directed or required to be done or exercised by the society in general meeting.
- (b) 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.
- (a) The directors shall have control of the affairs of the Society and shall outline the undertakings and the policy of the same and shall duly present such policy to the members by way of general meetings, electronic mail communications and/or by postings to a prescribed Internet site maintained by the society.
- (b) Directors are expected to conduct their personal, financial and business interests or activities separate and distinct from the responsibilities associated with their position as directors of the society.
- (c) Directors are expected to avoid placing themselves knowingly in situations:
- (i) where their personal, financial or business interests may be seen to be in conflict with their duties, responsibilities and obligations as directors of the society.
- (ii) which could impair or appear to impair their ability to act in the best interests of the society.
- (iii) where their actions would undermine or appear to undermine the trust which the membership places in the directors of the society.
- (d) A director who finds himself to be in a situation which may be interpreted as either placing himself in a conflict of interest or in violation of bylaws 5.2(b) or 5.2(c) shall remove himself from that situation. This may be accomplished, with the approval of the other Directors, by that director absenting himself from discussion of or votes related to the issue in question.
- (e) A director who appears to be, or feels he may be, in violation of the intent of bylaws 5.2(b) or 5.2(c) may ask the Board or a committee of the Board for an interpretation of his situation.
- (f) Immediately prior to the election of Directors at the Annual General Meeting, candidates shall disclose, in a brief oral statement to the meeting, any family relationship which exists between them and other directors or candidates, with employees of the society or with regular suppliers of goods or services to the society.
- (a) The President, Vice President, Secretary, Treasurer and one or more other persons shall be the directors of the Society.
- (b) The number of directors of the Society shall be at least 5 and no more than 12 and this number shall include the officers of the society. The maximum number of directors may be changed at the Annual General Meeting of the society by special resolution.
- (c) A director who is an employee of the society, the spouse of an employee or the child of an employee may not:
- (i) be an Officer of the society or
- (ii) have signing authority for the society or
- (iii) be a member of a committee which determines wages and benefits or employees of the society.
- (d) In accordance with the requirements of Industry Canada for the
issuance of radio spectrum licenses, not less than 80% of the directors of
the Society shall be ordinarily resident in Canada and citizens within the
meaning of subsection 2 (1) of the Citizenship Act.
- (a) The directors of the society shall be elected at the Annual General Meeting and shall hold office for a period of two years, save only that in the year in which this bylaw becomes operative, one-half of the elected directors, to be determined by lot following the election, shall hold office for one year only.
- (b) The directors of the society shall, at their first meeting following the Annual General Meeting, elect from the board of directors a President, Vice-President, Secretary and Treasurer. The offices of Secretary and Treasurer may be combined and held by one director.
- (c) An election may be acclaimed; otherwise it shall be by ballot.
- (d) If no successor is elected, the person previously elected or appointed shall continue to hold office.
- (a) The directors shall invite members to serve as directors when the number of vacancies on the Board of Directors equals four or more; and may invite members to serve as directors whenever any vacancy occurs on the Board of Directors. Invitations are to be made by way of an e-mail message sent to all members of the society.
- (b) The number of directors, including those appointed by the Board to fill vacancies or elected during the year to fill vacancies, shall not exceed the maximum number of directors provided for under bylaw 5.3(b)
- (c) Appointments to the Board must be approved by a majority of the active directors and must be preceded by a statement to the Board consistent with the intent of bylaw 5.2(f)
- (d) A director appointed under bylaw 5.5 holds office only until the conclusion of the next following annual general meeting of the Society, but is eligible for re-election at that meeting for a full term.
- (a) No act or proceeding of the directors is invalid by reason only of there being less than the maximum number of directors in office as provided in bylaw 5.3(b).
- (b) In the event that the number of directors falls to the minimum number of active directors as provided in bylaw 5.3(b), the remaining active directors shall convene a Special General Meeting of the Society within 30 days of the situation occurring. The purpose of the Special General Meeting shall be to elect sufficient new directors to comply with bylaw 5.3(b).
- 5.7 The members may by special resolution remove a director before the expiration of his term of office, and may elect a successor to complete the term of office of that director.
- 5.8 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 by him while engaged in the affairs of the Society.
PROCEEDINGS OF DIRECTORS
- (a) The directors may meet together at the places they think fit to dispatch business, adjourn and otherwise regulate their meetings and proceedings, as they see fit.
- (b) The quorum necessary to transact business shall be a majority of the directors then in office. Directors temporarily absent under the provisions of bylaw 6.6 shall not be included in determining the quorum necessary to conduct business. If the number of directors is an even number, then one-half that number shall constitute a quorum.
- (c) The President shall be chairman of all meetings of the directors, but if at a meeting the President is not present within 30 minutes after the time appointed for holding the meeting, the Vice President shall act as chairman, but if neither is present the directors present may choose one of their number to be chairman at that meeting.
- (d) A director may at any time, and the Secretary on the request of a director shall, convene a meeting of the directors.
- 6.1 (e) Providing a quorum is present at the place of the meeting, other
directors may participate remotely by means of electronic or other
- (a) The directors may delegate any, but not all, of their powers to committees consisting of a director or directors and members as they see fit.
- (b) The directors shall, at the first meeting of the board following an annual general meeting, establish standing committees as required, each chaired by a director. The standing committees may include, but are not limited to, the following: (i) Finance and Budget, (ii) Policies and Procedures, (iii) Publicity and Community Relations, (iv) Constitution and Bylaws, (v) Personnel and (vi) Marketing.
- 6.3 If at a meeting of a committee the chairman is not present within 30 minutes after the time appointed for holding the meeting, the committee members present may choose one of their number to be chairman of the meeting or may adjourn the meeting to another time and place.
- 6.4 The members of a committee may meet and adjourn as they think proper.
- 6.5 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 board of 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 constituted, if a quorum of the directors is present.
- (a) A director who expects to be unable to attend Board meetings for a period of two or more consecutive board meetings shall send or deliver to the address of the Society a waiver of notice. The waiver of notice may be made by letter, facsimile transmission (fax), e-mail or in person.
- (b) Until such waiver is withdrawn:
- (i) no notice of meeting of directors shall be sent to that director; and
- (ii) any and all meetings of the directors of the Society, for which notice thereof has not been given to the director or directors who have sent or delivered such waivers to the Society, shall, if a quorum of the directors is present, be valid and effective.
- (a) Questions arising at a meeting of the directors or a committee of the directors shall be decided by a majority of votes.
- (b) In the case of an equality of votes, the chairman does not have a second or casting vote.
- (c) In the case of an equality of votes, the proposition shall not pass.
- 6.8 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.
- 6.9 Notice of meetings of the directors may be given by any of the following methods: by announcement at a previous meeting, by mail, by telephone, by facsimile transmission (fax) or by electronic mail addressed to the last known address of the director.
- (a) The directors may conduct business on behalf of the society by way of special resolutions discussed and voted upon by electronic mail.
- (b) A majority of all directors must vote in favour of special resolutions presented to them by electronic mail if the resolution is to be deemed adopted. The directors must vote on the resolution(s) using the shared electronic mail address of the board. The President will report the results of each electronic vote to the members of the board.
- (c) Special resolutions passed by directors in an electronic mail vote shall be recorded by the Secretary as being a valid resolution of the board.
- (d) Minutes of meeting of the board shall be circulated by electronic mail with a request that directors verify the accuracy of the minutes and that they vote on their acceptance. Provisions of Bylaw 6.10(b) apply.
DUTIES OF OFFICERS
- (a) The President shall preside at all meetings of the Society and the directors
- (b) The President is the chief executive officer of the Society and shall supervise the other officers in the execution of their duties.
- 7.2 The Vice-President shall carry out the duties of the President during his absence.
- 7.3 The Secretary shall:
- (a) conduct the correspondence of the Society;
- (b) issue notices of meetings of the Society and directors;
- (c) keep minutes of all meetings of the Society and directors;
- (d) ensure that all the records, books and statements of the Society are available at reasonable times and places for inspection by the directors of the Society, and that those records which may lawfully be inspected by the members of the Society are available for inspection at reasonable times and places;
- 7.4 The Treasurer shall:
- (a) keep the financial records, including books of account, necessary to comply with the Society Act; and
- (b) render financial statements to the directors, members and others when required.
- (a) The offices of Secretary and Treasurer may be held by one person who shall be known as the Secretary Treasurer.
- (b) When a Secretary Treasurer holds office, the total number of directors shall not be less than 5 or the greater number that may have been determined pursuant to bylaw 5.3(b).
- 7.6 In the absence of the Secretary from a meeting, the directors shall appoint another person to act as Secretary at the meeting.
- 8.1 The directors may provide a common seal for the Society and may destroy a seal and substitute a new seal in its place.
- 8.2 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 so prescribed then in the presence of the President and the Secretary, or the President and the Secretary Treasurer.
BORROWING AND ASSESSMENTS
- 9.1 In order to carry out the purposes of the Society the directors may, on behalf 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 the foregoing, by the issue of debentures.
- 9.2 No debenture shall be issued without the sanction of a special resolution.
- 9.3 The members may by special resolution restrict the borrowing powers of the directors, but a restriction imposed expires at the next annual general meeting.
- 9.4 The Society shall have the power to levy such assessments on its members for necessary expenditures in carrying out any of the objects of the Society as may be determined by the members at any meeting of the Society prior to which notice of such an intention has been duly given.
- 9.5 All assessments, authorized by the members of the Society, when present at any meeting, are payable on the order of the Directors, and any member more than six months in arrears shall not be entitled to the benefits and privileges of the Society until such assessments are paid.
- 10.1 This Part applies only where the Society is required to have, or has resolved to have, an auditor.
- 10.2 The first auditor shall be appointed by the directors, who shall also fill all vacancies occurring in the office of auditor.
- 10.3 At each annual general meeting the Society shall appoint an auditor to hold office until he is re-elected or his successor is elected at the next annual general meeting.
- 10.4 An auditor may be removed by ordinary resolution.
- 10.5 An auditor shall be promptly informed in writing of appointment or removal
- 10.6 No director or employee of the Society shall be auditor.
- 10.7 The auditor may attend general meetings.
NOTICES TO MEMBERS
- 11.1 Any notice to be sent to a member shall be given personally to that member or mailed to the member at his last known postal address or transmitted by facsimile (fax) to an appropriate telephone number or sent to the member by electronic mail at the member's internet address in the PRIS.BC.CA domain.
- 11.2 A notice sent by mail shall be deemed to have been given on the second day following that 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. In the event of postal disruption of any other circumstance which might prevent postal delivery from proceeding at its normal pace, notices must be personally delivered to be effective.
- 11.3 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.
- 11.4 No other person is entitled to receive notice of a general meeting.
- 12.1 On being admitted to membership, each member is entitled to a copy of the Constitution and Bylaws of the Society, without charge. The Society shall inform the member of this entitlement and shall post a current copy of the Constitution and Bylaws on the Society's Internet site, informing the new member of its location.
- 12.2 These bylaws shall not be altered or added to, except by special resolution.
- (a) Notice to members of a General Meeting shall contain any and all amendments to the Constitution or Bylaws of the Society as proposed by the Board of Directors or by other members of the Society. Notice to members of a General Meeting shall be given not less than 14 days before the scheduled date of the General Meeting of the Society.
- (b) Members who wish to propose amendments to the Constitution or Bylaws of the Society must make copies of those proposals available to the office of the Society not less than 21 days before the scheduled date at which they are to be considered.