Constitution and Bylaws

Amended 2019

CONSTITUTION

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

The purposes of the Society are:

(a) To foster and promote cooperation and coordination of clubs, groups and individuals interested in non-motorized 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 appropriate maintenance and development of mountain access and backcountry trails, backcountry campgrounds, access roads 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 areas and mountain environments in BC.

(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.

SOCIETY ACT

BY-LAWS OF FEDERATION OF MOUNTAIN CLUBS OF

BRITISH COLUMBIA (1986)

PART 1 – INTERPRETATION

(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;

(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.

(3) The Society’s activities will be carried on without purpose of gain for its members, and any profits or other gains to the organization shall be used in promoting the purposes of the FMCBC.

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

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.

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.

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

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.

An Individual Member, Member Club or Associate Member shall cease to be a member of the Society

(a) by delivering their resignation in writing to the Secretary of the Society or by mailing or delivering it to the address of the Society;

(b) on their death or in the case of a corporation, club or society on dissolution;

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

(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.

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

PART 3 – MEETINGS OF MEMBERS

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

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

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

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

(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.

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

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.

(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.

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.

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.

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.

(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.

The chairman shall vote only to break a tie.

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 Representative.

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

(2) Voting shall be by ballot at the request of a Representative.

(3) 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 or e-mail ballot. Full supporting information shall be included with the ballot. The ballot shall be returned within a maximum period of six (6) weeks after sending.

(5) Member Clubs may vote by proxy at any general meeting of the Society at which the Member Club 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. Appointment of a proxy must be made in writing (email is acceptable).

A Member Club may vote through its authorized Representative, who is entitled to speak and vote, and in all other respects exercise the rights or a member, and that representative shall be reckoned as a member for all purposes with respect to a meeting of the Society.

A Member Club shall appoint or elect its Representative from the membership of the club.

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.

(3) In addition to the requirements set out in the Societies Act, a Director or Officer must also be a member in good standing of a Member Club.

27
(1) The Society must have no fewer than 5 and no more than 11 Directors. Officers are included as Directors.

(2) If possible, 3 Directors will be from Member Clubs outside the Lower Mainland, normally 1 from Vancouver Island and 2 from the BC Interior.

(3) The Officers shall consist of the President, Vice-president, Treasurer and Secretary.

(a) The Officers must meet the same requirements as other Directors. In addition, the President should have served a minimum of one year as a Director.

(b) Nominations and election of Officers will be done at the Annual General Meeting by the Representatives in the same manner as the Directors.

(4) No person shall hold the position of President or Vice-president for more than four consecutive years.

28
Officers and Directors will be elected at the Annual General Meeting.

(1) Voting for the Officers and Directors will be by secret ballot if requested by a Representative.

(2) A majority (50% +1) of the Representatives (including proxies) must approve the nominated Directors and Officers.

(3) If more than 1 person is nominated for an Office, or more than 7 people are nominated as Directors, then a secret ballot will be used for the contested positions.

29
(1) If a Director or Officer is unable to serve for any reason, the remaining Directors may appoint a Director or Officer to serve until the next annual general meeting.

(2) Appointed Directors should be from the same club as the former Director, if possible.

30
No Director of Officer shall be reimbursed for being or acting as a Director of Officer but shall be reimbursed for all expenses necessarily incurred while engaged in the affairs of the Society.

PART 6 – PROCEEDINGS OF DIRECTORS

31
(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) Directors meetings will be held as required, normally at least once per quarter.

(3) The quorum for a Director’s meeting is a majority of the Directors and Officers..

(4) 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.

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

32
(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.

33
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.

34
The members of a committee may meet and adjourn as they think proper.

35
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, and replaced, following the procedures of Bylaw 29.

36
Questions arising at a meeting of the Directors and committee of Directors shall be decided by a majority of votes.

37
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.

38
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.

39
Any two Directors shall sign all written contracts and obligations of the Society.

PART 7 – DUTIES OF OFFICERS

40
(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.

41
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.

42
The Secretary shall

(a) conduct the correspondence of the Society;

(b) issue notices of 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.

43
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.

44
(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).

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

PART 8 – SEAL

46
The Directors may provide a common seal for the Society and may destroy a seal and substitute a new seal in its place.

47
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

48
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.

49
A debenture shall be issued upon the unanimous approval of the Directors.

50
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

51
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

52
This Part applies only where the Society is required or has resolved to have an auditor.

53
The first auditor shall be appointed by the Directors who shall also fill all vacancies occurring in the office of the auditor.

54
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.

55
An auditor may be removed by ordinary resolution.

56
An auditor shall be promptly informed in writing of appointment or removal.

57
No Director and no employee of the Society shall be auditor.

58
The auditor may attend general meetings.

PART 12 – NOTICES TO MEMBERS

59
A notice may be given to a member, either personally or by mail to him at his registered address.

60
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.

61
(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

62
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.

63
These By-laws shall not be altered or added to except by special resolution.

PART 14 – DISSOLUTION

64
Upon winding up or dissolution of the Society, after the society dissolves and pays all its debts and liabilities, it will distribute or dispose of its remaining property to qualified donees as described in subsection 149.1 (1) of the Income Tax Act. This provision was formerly unalterable.