CANFACS By Law

Bylaws of  Canada Nepal Friendship Society (the “Society”) PART 1 – DEFINITIONS AND INTERPRETATION  

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. 

Definitions in Act apply  

1.2 The definitions in the Act apply to these Bylaws. 

Conflict with Act or regulations  

1.3 If there is a conflict between these Bylaws and the Act or the regulations  under the Act, the Act or the regulations, as the case may be, prevail. 

PART 2 – MEMBERS  

Application for membership  

2.1 A person may apply to the Board for membership in the Society, and the  person becomes a member on the Board’s acceptance of the application. 

Duties of members  

2.2 Every member must uphold the constitution of the Society and must comply  with these Bylaws. 

Amount of membership dues  

2.3 The amount of the annual membership dues, if any, must be determined by  the Board.

Model Bylaws (Societies Regulation 2015, Schedule 1) 

Member not in good standing  

2.4 A member is not in good standing if the member fails to pay the member’s  annual membership dues, if any, and the member is not in good standing for  so long as those dues remain unpaid. 

Member not in good standing may not vote  

2.5 A voting member who is not in good standing 

(a) may not vote at a general meeting, and  

(b) is deemed not to be a voting member for the purpose of consenting to  a resolution of the voting members.  

Termination of membership if member not in good standing  

2.6 A person’s membership in the Society is terminated if the person is not in  good standing for 6 consecutive months. 

PART 3 – GENERAL MEETINGS OF MEMBERS  

Time and place of general meeting  

3.1 A general meeting must be held at the time and place the Board determines. Ordinary business at general meeting  

3.2 At a general meeting, the following business is ordinary business:

(a) adoption of rules of order;  

(b) consideration of any financial statements of the Society presented to  the meeting; 

(c) consideration of the reports, if any, of the directors or auditor;  (d) election or appointment of directors;  

(e) appointment of an auditor, if any;  

(f) business arising out of a report of the directors not requiring the  passing of a special resolution.  

Notice of special business  

3.3 A notice of a general meeting must state the nature of any business, other  than ordinary business, to be transacted at the meeting in sufficient detail to  permit a member receiving the notice to form a reasoned judgment  concerning that business.

Model Bylaws (Societies Regulation 2015, Schedule 1) 

Chair of general meeting  

3.4 The following individual is entitled to preside as the chair of a general  meeting: 

(a) the individual, if any, appointed by the Board to preside as the chair;  

(b) 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, 

(i) the president,  

(ii) the vice-president, if the president is unable to preside as the  chair, or 

(iii) one of the other directors present at the meeting, if both the  president and vice-president are unable to preside as the chair. 

Alternate chair of general meeting  

3.5 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. 

Quorum required  

3.6 Business, other than the election of the chair of the meeting and the  adjournment or termination of the meeting, must not be transacted at a  general meeting unless a quorum of voting members is present. 

Quorum for general meetings  

3.7 The quorum for the transaction of business at a general meeting is 3 voting  members or 10% of the voting members, whichever is greater. 

Lack of quorum at commencement of meeting  

3.8 If, within 30 minutes from the time set for holding a general meeting, a  quorum of voting members is not present,  

(a) in the case of a meeting convened on the requisition of members,  the meeting is terminated, and 

(b) in any other case, the meeting stands adjourned to the same day  in the next week, at the same time and place, and if, at the  continuation of the adjourned meeting, a quorum is not present  within 30 minutes from the time set for holding the continuation of 

Model Bylaws (Societies Regulation 2015, Schedule 1) 

the adjourned meeting, the voting members who are present constitute a quorum for that meeting. 

If quorum ceases to be present  

3.9 If, at any time during a general meeting, there ceases to be a quorum of  voting members present, business then in progress must be suspended until  there is a quorum present or until the meeting is adjourned or terminated. 

Adjournments by chair  

3.10 The chair of a general meeting may, or, if so directed by the voting members  at the meeting, must, adjourn the meeting from time to time and from place  to place, but no business may be transacted at the continuation of the  adjourned meeting other than business left unfinished at the adjourned  meeting. 

Notice of continuation of adjourned general meeting  

3.11 It is not necessary to give notice of a continuation of an adjourned general  meeting or of the business to be transacted at a continuation of an adjourned  general meeting except that, when a general meeting is adjourned for 30  days or more, notice of the continuation of the adjourned meeting must be  given. 

Order of business at general meeting  

3.12 The order of business at a general meeting is as follows: 

(a) elect an individual to chair the meeting, if necessary;  

(b) determine that there is a quorum;  

(c) approve the agenda;  

(d) approve the minutes from the last general meeting;  

(e) deal with unfinished business from the last general meeting;  (f) if the meeting is an annual general meeting,  

(i) 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, 

(ii) receive any other reports of directors’ activities and decisions  since the previous annual general meeting,  

(iii) elect or appoint directors, and  

(iv) appoint an auditor, if any; 

Model Bylaws (Societies Regulation 2015, Schedule 1) 

(g) deal with new business, including any matters about which notice has  been given to the members in the notice of meeting; 

(h) terminate the meeting.  

Methods of voting  

3.13 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, 2 or more voting  members request a secret ballot or a secret ballot is directed by the chair of  the meeting, voting must be by a secret ballot. 

Announcement of result  

3.14 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. 

Proxy voting not permitted  

3.15 Voting by proxy is not permitted. 

Matters decided at general meeting by ordinary resolution  

3.16 A matter to be decided at a general meeting must be decided by ordinary  resolution unless the matter is required by the Act or these Bylaws to be  decided by special resolution or by another resolution having a higher voting  threshold than the threshold for an ordinary resolution. 

PART 4 – DIRECTORS  

Number of directors on Board  

4.1 The Society must have no fewer than 3 and no more than 11 directors. Election or appointment of directors  

4.2 At each annual general meeting, the voting members entitled to vote for the  election or appointment of directors must elect or appoint the Board. 

Directors may fill casual vacancy on Board  

4.3 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 the resignation, death or incapacity of  a director during the director’s term of office.

Model Bylaws (Societies Regulation 2015, Schedule 1) 

Term of appointment of director filling casual vacancy  

4.4 A director appointed by 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. 

PART 5 – DIRECTORS’ MEETINGS  

Calling directors’ meeting  

5.1 A directors’ meeting may be called by the president or by any 2 other  directors. 

Notice of directors’ meeting  

5.2 At least 2 days’ notice of a directors’ meeting must be given unless all the  directors agree to a shorter notice period. 

Proceedings valid despite omission to give notice  

5.3 The accidental omission to give notice of a directors’ meeting to a director, or  the non-receipt of a notice by a director, does not invalidate proceedings at  the meeting.  

Conduct of directors’ meetings  

5.4 The directors may regulate their meetings and proceedings as they think fit. Quorum of directors  

5.5 The quorum for the transaction of business at a directors’ meeting is a  majority of the directors. 

PART 6 – BOARD POSITIONS  

Election or appointment to Board positions  

6.1 Directors must be elected or appointed to the following Board positions, and  a director, other than the president, may hold more than one position: 

(a) president;  

(b) vice-president;  

(c) secretary;  

(d) treasurer. 

Model Bylaws (Societies Regulation 2015, Schedule 1) 

Directors at large  

6.2 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 president  

6.3 The president is the chair of the Board and is responsible for supervising the  other directors in the execution of their duties. 

Role of vice-president  

6.4 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 secretary  

6.5 The secretary is responsible for doing, or making the necessary  arrangements for, the following: 

(a) issuing notices of general meetings and directors’ meetings; 

(b) taking minutes of general meetings and directors’ meetings; 

(c) keeping the records of the Society in accordance with the Act; 

(d) conducting the correspondence of the Board;  

(e) filing the annual report of the Society and making any other filings  with the registrar under the Act. 

Absence of secretary from meeting  

6.6 In the absence of the secretary from a meeting, the Board must appoint  another individual to act as secretary at the meeting. 

Role of treasurer  

6.7 The treasurer is responsible for doing, or making the necessary  arrangements for, the following: 

(a) receiving and banking monies collected from the members or other  sources; 

(b) keeping accounting records in respect of the Society’s financial  transactions; 

(c) preparing the Society’s financial statements;  

(d) making the Society’s filings respecting taxes. 

Model Bylaws (Societies Regulation 2015, Schedule 1) 

PART 7 – REMUNERATION OF DIRECTORS AND SIGNING AUTHORITY  Remuneration of directors  

7.1 These Bylaws do not permit the Society to pay to a director remuneration for  being a director, but the Society may, subject to the Act, pay remuneration  to a director for services provided by the director to the Society in another  capacity. 

Signing authority  

7.2 A contract or other record to be signed by the Society must be signed on  behalf of the Society 

(a) by the president, together with one other director,  

(b) if the president is unable to provide a signature, by the vice-president  together with one other director, 

(c) if the president and vice-president are both unable to provide  signatures, by any 2 other directors, or 

(d) in any case, by one or more individuals authorized by the Board to  sign the record on behalf of the Society.

Model Bylaws (Societies Regulation 2015, Schedule 1)