Constitution and Bylaws

Updated 2015

CONSTITUTION

1

The name of the Society is FEDERATION OF MOUNTAIN CLUBS OF BRITISH COLUMBIA.

2

The purposes of the Society are:

(a) To foster and promote cooperation and coordination of clubs, groups and individuals interested in mountain activities in the whole Province of British Columbia, and to advise and take action on all matters on which the collective experience of these clubs, groups and individuals may prove of service to the people of British Columbia.

(b) To encourage public appreciation and use of the recreational resources in the mountains of British Columbia.

(c) To promote the development and maintenance of a system of mountain access roads, trails and huts.

(d) To organize and coordinate training programs in mountaincraft.

(e) To publish, and encourage publication of guide books to British Columbia’s mountain areas.

(f) To promote safety in mountain travel.

(g) To promote sound management of British Columbia’s mountain parks and outdoor recreation resources.

(h) To encourage the conservation of mountain environment.

(i) To submit recommendations to the government and private agencies in respect to the preservation, development and extension of mountain parks and mountain recreational areas.

3

Upon the winding up or dissolution of the Society any funds remaining after satisfaction of its debts and liabilities shall be paid, transferred or delivered to an organization or organizations with like objects as the Society or to such charitable organization or organizations as may be decided by the members of the Society at the time of winding up or dissolution, provided that each such organization shall be a non-profit organization or a non-profit corporation recognized by the Department of National Revenue of Canada as being qualified as such under the provisions of the Income Tax Act of Canada from time to
time in effect. This provision is unalterable.

 

SOCIETY ACT

BY-LAWS OF FEDERATION OF MOUNTAIN CLUBS OF BRITISH COLUMBIA (1986)

PART 1 – INTERPRETATION

1

(1) In these By-laws, unless the context otherwise requires,

(a) “Directors” means the Directors of the Society for the time being;

(b) “Society Act” means the Society Act of the Province of British Columbia from time to time in force and all amendments to it;

(c) “registered address” of a member means his address as recorded in the register of members;

(d) “Member Club” means any mountaineering, hiking, ski-touring, nature study or similar club or organization that is accepted as a member;

(e) “Individual Member” is any person who has been accepted as a member;

(f) “Associate Member” means any non-profit organization that is accepted as a member for reasons of common interest with this society.

(g) “Honorary Life Member” is any person being recommended for this honor by the Board of Directors and subsequently approved at an Annual General Meeting.

(2) The definitions in the Society Act on the date these By-laws become effective apply to these By-laws.

2

Words importing the singular include the plural and vice versa; and words importing a male person include a female person and a corporation.

PART 2 – MEMBERSHIP

3

Generally, members of the Society are the applicants for incorporation of the Society, and those persons who subsequently have become members, in accordance with these By-laws and, in either case, have not ceased to be members.

4

An Individual Member, Member Club or Associate Member that subscribes to the objects of the Society may apply to the Directors for membership in the Society and on acceptance by the Directors shall be a member.

5

Every member shall uphold the Constitution and comply with these By-laws

6

The amount and date of payment of the first annual membership dues for each category of membership shall be determined by the Directors and after that the annual membership dues for each category of membership shall be determined at the annual general meeting of the Society.

7

An Individual Member, Member Club or Associate Member 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 dissolution;

(c) on being expelled; or

(d) on having been a member not in good standing for 12 consecutive months.

8

(1) A member may be expelled by a special resolution of the members passed at a general meeting

(2) The notice of special resolution for expulsion shall be accompanied by a brief statement of the reason or reasons for the proposed expulsion.

(3) The person, club or organization 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.

9

All members are in good standing except a member who has failed to pay his current annual membership fee or any other subscription of debt due and owing by him to the Society and he is not in good standing so long as the debt remains unpaid.

PART 3 – MEETINGS OF MEMBERS

10

General meetings of the Society shall be held at the time and place, in accordance with the Society Act, that the Directors decide.

11

Every general meeting, other than an annual general meeting, is an extraordinary general meeting.

12

The Directors may, when they think fit, convene an extraordinary general meeting.

13

The members may requisition an extraordinary general meeting according to the terms set out in the Society Act.

14

(1) Notice of a general meeting shall specify the place, day and hour of meeting, and, in case of special business, the general nature of that business.

(2) The accidental omission to give notice of a meeting to, or the non-receipt of a notice by, any of the members entitled to receive notice does not invalidate proceedings at that meeting.

15

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 preceding annual general meeting.

PART 4 – PROCEEDINGS AT GENERAL MEETINGS

16

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 By-laws, 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.

17

(1) 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.

(2) 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.

(3) A quorum shall be the lesser of eight or 50% of the voting members, or a greater number to be determined by the members at a general meeting.

18

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 present constitute a quorum,

19

Subject to By-law 20, 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.

20

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 and all the other Directors present are unwilling to act as chairman, the members present shall choose one of their number to be chairman.

21

(1) 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.

(2) When a meeting is adjourned for ten days or more, notice of the adjourned meeting shall be given as in the case of the original meeting.

(3) Except as provided in this By-law, it is not necessary to give notice of an adjournment or of the business to be transacted at an adjourned general meeting.

22

The chairman shall vote only to break a tie.

23

At all meetings of members there shall be voting as follows:

(1)

(a) Each member Club in good standing is entitled to one vote by their Director.

(b) Only members in good standing shall be entitled to present a resolution or vote on any
resolution.

(2) Each Individual Member in good standing is entitled to representation on the following basis: One Director vote per 1000 Individual Members where that Director is present at the meeting of Directors.

(3) Voting shall be by ballot at the request of a Director.

(4) The Directors, at their discretion, may submit to the membership matters of unusual importance in the form of a resolution to be dealt with by letter ballot. Full supporting information shall be included with the ballot. The ballot shall be returned within a maximum period of six (6) weeks after mailing.

(5) Member clubs may vote by proxy at any meeting of the Society at which the member is entitled to vote. The proxy shall be valid only for the meeting for which it is given. There shall be no permanent proxy and no member or proxy holder shall be entitled to hold and vote more than three proxies. Save as provided herein, proxy voting is prohibited.
Any Director can appoint a proxy in writing (email is acceptable) before voting of a specific meeting which is good only for that specific meeting.

24

A Member Club or unit of 1000 Individual Members may vote through its authorized representative, called a Director, 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;

25

(1) A Member Club shall appoint or elect its Director from the membership of the club.
(2) Individual Members shall appoint or elect their Director(s) from their number if they meet the 1000 member threshold.

PART 5 – DIRECTORS AND OFFICERS

26

(1) The Directors may exercise all the powers and do all the acts and things that the Society may exercise and do, and which are not by these By-laws or by statute or otherwise lawfully directed or required to be exercised or done by the Society in general meeting, but subject, nevertheless, to

(a) all laws affecting the Society;

(b) these By-laws; and

(c) rules, not being inconsistent with these By-laws, which are made from time to time by the Society in general meeting.

(2) 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.

27

(1) The number of Directors shall be equal to the number of Member Clubs, or another number no fewer than six, to be determined at a general meeting after due notice. The number of Directors may be reduced if a Member Club does not elect a Director, and may be increased if someone other than a club Director is elected to the Executive, or if a Director for Individual Members is elected.

Up to six of the Directors shall be Regional Directors, and these positions shall remain vacant if no representative of that Region is available. Regional Directors shall be nominated or approved by the clubs in the Region prior to election/appointment.

(2) The six Regions shall be:

Vancouver Island;

Lower Mainland;

Okanagan;

Kootenay;

Northeastern British Columbia;

Northwestern British Columbia;

(3) If there is more than one Director for any one of the six Regions, the members of that Region will select the Regional Director for that Region at the Annual General Meeting.

(4) The Executive (Officers) of the Society consisting of a President, Past-President, Vice-president, Treasurer and Secretary, shall be elected annually by the directors from members of the board of directors.

If a Director is not found to fill the Vice-President, Treasurer or Secretary position, another member (or members) may be appointed.  This member then becomes a Director (at large) for the duration of their term.

(5) The President shall have served a minimum of one year on the board of directors. No person shall hold the position of President or Vice-president for more than four consecutive years

(6) The retiring president shall assume the position of Past President and shall serve in that position until replaced by the following retiring president.

(7) It is expected that, to maintain continuity of administration, there will be a move from Vice-President to President to Past-President.

28

The Directors shall be elected/appointed by their member clubs and shall retire when replaced by their Member Club.

29

(1) If a Director resigns their office or otherwise ceases to hold office, their Member Club shall elect/appoint a member to take the place of the former Director.

(2) No act or proceeding of the Directors is invalid only by reason of there being less than the prescribed number of Directors in office.

30

The Member Club may remove their Director before the expiration of their term of office, and may elect/appoint a successor to complete the term of office.

31

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.

PART 6 – PROCEEDINGS OF DIRECTORS

32

(1) 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.

(2) The Directors shall hold at least one meeting per quarter, including a meeting immediately following the Annual General Meeting, for the purpose of electing the Executive. The lesser of eight or 50% of the Directors shall constitute a quorum at all their meetings.

(3) 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.

(4) A Director may at any time, and the Secretary, on the request of a Director, shall, convene a meeting of the Directors.

33

(1) The Directors may, from time to time, either among themselves or from any member of the Society, appoint and constitute committees and appoint committee chairmen to perform such business on behalf of the Society as may be decided.

(2) A committee so formed in the exercise of the powers so delegated shall conform to any rules imposed on it by the Directors, and shall report every act or thing done in exercise of these powers to the earliest meeting of the Directors to be held next after it has been done.

34

A committee shall elect a chairman of its meetings; but if no chairman is elected, or if at a meeting the chairman is not present within 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 chairman of the meeting.

35

The members of a committee may meet and adjourn as they think proper.

36

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, 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.

37

A Director who may be absent temporarily from British Columbia may send or deliver to the address of the Society a waiver of notice, which may be by letter, fax, or email, of any meeting of the Directors and may at any time withdraw the waiver, and until the waiver is withdrawn,

(a) no notice of meeting of Directors shall be sent to that Director; and

(b) any and all meetings of the Directors of the Society, notice of which has not been given
to that Director shall, if a quorum of the Directors is present, be valid and effective;

(c) Any Director who is absent for two consecutive meetings without reasonable cause,
may be removed from office and the corresponding Member Club requested to elect a replacement.

38

Questions arising at a meeting of the Directors and committee of Directors shall be decided by a majority of votes.

39

No resolution proposed at a meeting of Directors or committee of Directors need be seconded and the chairman of a meeting may move or propose a resolution.

40

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.

41

Any two Directors shall sign all written contracts and obligations of the Society.

PART 7 – DUTIES OF OFFICERS

42

(1) The President shall preside at all meetings of the Society and of the Directors.
(2) The President is the Chief Executive Officer of the Society and shall supervise the other officers in the execution of their duties.

43

In the event of absence of the President from any meeting, his duties shall be carried out by the Vice President or Treasurer in that order.

44

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) have custody of all records and documents of the Society except those required to be kept by the
Treasurer;

(e) have custody of the common seal of the Society; and

(f) maintain the register of members.

45

The Treasurer shall

(a) keep the financial records, including books of account, necessary to comply with the Society Act:

(b) collect all dues or subscriptions to the Society and keep the funds of the Society safely deposited in a chartered bank approved by the Directors. Funds so deposited may be drawn out on the authorization of the Directors by cheque signed by the Treasurer and by any other officer appointed for that purpose, including the Executive Director;

(c) report periodically to the Directors, or as the Directors may require, on the financial position of the Society, and present an audited financial report to the Annual General Meeting; and

(d) the fiscal year end of the Society shall be as determined from time to time by the Directors.

46

(1) The offices of Secretary and Treasurer may be held by one person who shall be known as the Secretary-Treasurer.

(2) When a Secretary-Treasurer holds office the total number of Directors shall not be less than six or the greater number that may have been determined pursuant to By-law 27(1).

47

In the absence of the Secretary from a meeting, the Directors shall appoint another person to act as Secretary at that meeting.

48

Any officer who is absent for two consecutive meetings without reasonable cause, may be removed from that office and replaced by the Directors.

PART 8 – SEAL

49

The Directors may provide a common seal for the Society and may destroy a seal and substitute a new seal in its place.

50

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 the President and Secretary or President and Secretary-Treasurer.

PART 9 – BORROWING

51

In order to carry out the purposes of the Society the Directors may, on behalf of and in the name of the Society, raise or secure the payment or repayment of money in the manner they decide, and, in particular but without limiting the foregoing, by the issue of debentures.

52

A debenture shall be issued upon the unanimous approval of the Directors.

53

The members may by special resolution restrict the borrowing powers of the Directors, but a restriction imposed expires at the next annual general meeting.

PART 10 – INVESTMENT POWERS

54

The Society may incorporate fully owned subsidiary companies to be used solely for the purposes relevant to the general aims and objects of the Society.

PART 11 – AUDITOR

55

This Part applies only where the Society is required or has resolved to have an auditor.

56

The first auditor shall be appointed by the Directors who shall also fill all vacancies occurring in the office of the auditor.

57

At each annual general meeting the Society shall appoint an auditor to hold office until he is reelected or his successor is elected at the next annual general meeting.

58

An auditor may be removed by ordinary resolution.

59

An auditor shall be promptly informed in writing of appointment or removal.

60

No Director and no employee of the Society shall be auditor.

61

The auditor may attend general meetings.

PART 12 – NOTICES TO MEMBERS

62

A notice may be given to a member, either personally or by mail to him at his registered address.

63

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.

64

(1) Notice of general meeting shall be given to

(a) every member delegate shown on the register of members on the day notice is given; and

(b) the auditor, if Part 11 applies

(2) No other person is entitled to receive a notice of general meeting.

PART 13 – BY-LAWS

65

On being admitted to membership, each member delegate is entitled to and the Society shall give him, without charge, a copy of the Constitution and By-laws of the Society.

66

These By-laws shall not be altered or added to except by special resolution