Camosun Gyro Club of Victoria, British Columbia

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SOCIETIES ACT OF BRITISH COLUMBIA

CONSTITUTION OF THE CAMOSUN GYRO CLUB

1) The purposes of the Society are to:

A) Form a fraternity of friendship in the community;

B) Create opportunities for social relationships that will promote genuine friendships;

C) Encourage the discussion of community and civic questions.

Bylaws of CAMOSUN GYRO CLUB (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, shall prevail.

Part 2 — Members:

2.1 Membership shall consist of active, associate and inactive members. The Society shall have no limit to the total membership other than that set by the membership at a general meeting.

Active member:

An active member is a resident of the local community who has been duly nominated and elected.

Associate member:

(a) An active member who is in good standing and has made a written application to the President and Board seeking associate status because of extraordinary circumstances that prevent his regular attendance at the Society meetings.

(b) Upon receipt of an application for associate membership the Board shall determine the

eligibility of the member and approve or deny the application.

(c) Upon approval the member shall receive associate membership. The associate membership will

remain in effect until the end of the club year [April 30] at which time the member reverts to

active membership.

(d) An associate member has all the rights and privileges enjoyed by an active member but shall not

hold elected office.

Inactive member:

(a) An active member, who is in good standing, may apply to the President and Board for inactive

status because of serious health issues that prevent his attendance at Society meetings.

(b) Upon receipt of an application for inactive membership the Board shall determine the eligibility

of the member and approve or deny the application.

(c) Upon approval the member shall receive inactive membership. The inactive membership will

remain in effect until the end of the club year [April 30] at which time the member reverts to

active membership.

(d) An inactive member has all the rights and privileges enjoyed by an active member but shall not

hold elected office nor pay any Society fees.

Election of members:

(a) Any two Members may propose in writing to the Board the name of a prospective candidate. At

least one of the members must have been a member for not less than one year. The proposers

shall ensure that the candidate is introduced as a special guest to as many members as

possible, and that he attends two meetings and one social event at the cost of the Club.

(b) The Board, as soon as practicable, shall consider the application of the prospective member,

and if a majority of them favour the admission of the membership candidate, they shall inform

the membership.

(c) The name so reported to the membership shall be voted on by a secret ballot at the next

regular meeting and, if not more than three adverse votes are registered, the proposed

member shall be declared to have been elected an active member of the club.

(d) The proposers will inform the candidate of the result of the vote and will determine if the

candidate accepts membership. If affirmative, the proposers will inform the membership

chairman who will ensure that all necessary arrangements are made for the induction of the

new member.

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

Member not in good standing

2.4 A member is not in good standing if the member fails to pay the member's 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.

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 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;

(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.

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.

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.

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.

Part 8 – Nominations and Elections

8.1 On or before the 15th day of February in each year the Board shall appoint a nominating committee

consisting of three from the active membership of the Society. The nominating committee shall prepare

a slate of directors and Board positions for the coming year to be presented to the Board during the

month of March. The nominating committee shall, before presenting its list of nominees to the Board,

notify each of the nominees and obtain their consent to stand for the Board and Board positions, for

which they are being nominated. The nominating committee shall prepare a list of the persons so

nominated for each Board or a Board position for publication in the Society’s bulletin before the date of

the annual general meeting. Additional nominations may be made from the floor at the time of the

annual general meeting. The chairman at the annual general meeting shall appoint a returning officer

who shall have charge of the election proceedings. The election of officers shall take place at the annual

general meeting. Voting shall be by a secret ballot. Members shall each have one vote, but in the event

of a tie, the chairman shall have a second or casting vote.

Part 9 – Society Meetings

9.1 Annual General Meeting

The annual general meeting shall be held in April. Reports of the Board shall be read at the annual

general meeting. Directors for the ensuing year shall be selected at the annual general meeting.

9.2 Installation Meeting

There shall be an annual installation meeting for the installation of the new Board. It shall be in a form

as approved by the Society and shall be held on the date following the election of the Board as directed

by the Board.

9.3 Regular Meetings

There shall be a regular dinner meeting of the Society, usually on the first and third Tuesdays of each

month, except in July and August. A regular meeting may be postponed, rescheduled or canceled by the

Board.

9.4 Special Business Meeting

The business year of the Society shall be from May 1 to April 30 of each year. The second regular

meeting in May of each year shall be a business meeting in which the treasurer shall report on the

previous year. The dues structure and the budget for the present year shall be presented for approval

by the Society at this meeting.

9.5 Special Meetings

The Board may call special meetings when it considers they are necessary. The Board shall call a special

meeting at the request of five or more members of the Society.

9.6 Notice of Meetings

Notice of each regular meeting shall be a indicated in the club bulletin. The notice shall be received no

less than three days before the meeting date. Notice of special meetings shall be given in a similar

manner or by special written notice to all members.

9.7 Quorum

One half of all the membership in good standing shall constitute a quorum at any club meeting.

9.8 Voting

Voting shall be by members present and shall be in person. Voting by proxy shall not be allowed. Each

member shall have one vote. In the event of a tie, the member presiding shall have a second or tie

breaking vote.

9.9 Order of Business

The order of business for all meetings shall be set by the president and should include, if applicable,

minutes, correspondence and reports from Board members and committees. Items may be added from

the floor.

9.10 Procedure

In all matters of procedure, Robert’s Rules of Order apply.

Part 10 – Fees, Dues and Arrears

10.1 Installation Fee

The installation fee shall be as fixed by the Board and approved by the membership at a regular

meeting. The fee shall be payable at the time of installation.

10.2 Annual Dues

Annual dues for members shall be as fixed by the Board and approved by the membership at a regular

meeting. Dues are payable in advance as directed by the Board. From these dues the treasurer shall

establish an account, from which will be paid the operating costs of the Society as determined by the

Board.

10.3 Arrears

A member who fails to pay his dues, after notice has been given by the treasurer, may be suspended or

expelled by the Board. Any member suspended or expelled may be reinstated by the Board upon

payment of all delinquent dues. Members not so reinstated within 60 days shall be stricken from the

role.

Part 11 – Conduct, Absences and Notification

11.1 General

A member should at all times conduct himself in a manner that is beneficial to the Society. He should

refrain from personal promotions to members or to the Society.

11.2 Charges

Any member may present to the Board a charge against another member for conduct likely to endanger

the good order or welfare of the Society. The member so charged shall be notified and be given an

opportunity to be heard before the Board. By two thirds vote, the Board may suspend or expel him

from membership. The charged member may appeal a suspension or expulsion to the membership at

the regular meeting following notice to the membership of the suspension or expulsion.

11.3 Absences

Any member who shall be absent consistently without furnishing the Board with a satisfactory

explanation for his absence, may be suspended or expelled by two thirds vote of the Board. The Board

shall take reasonable steps to seek an explanation.

11.4 Notification

When the name of any member is stricken from the role the secretary shall notify the membership,

District IV and International.

Part 12 -Resignations

12.1 A member who wishes to resign shall submit his resignation to the secretary in writing. A

resignation shall not be accepted until the member has paid all his debts owing to the Society. A

member who resigns must pay his dues for the month during which his resignation was submitted.

Part 13 - Amendments, Conflict and Disbandment

13.1 A proposed amendment to these bylaws shall be presented in writing at a regular meeting of the

Society as a notice of motion. The secretary shall send a copy of the proposed amendment to each

member of the Society or shall arrange to have the amendment printed in the next regular issue of the

bulletin. Voting on the amendment shall take place at the next regular meeting. Adoption of an

amendment requires a two thirds majority vote of the members who are present at the meeting when it

is considered.

13.2 Conflict

Where there is a conflict between a provision of these Bylaws and the Constitution and Bylaws of Gyro

International, the Constitution or Bylaws of Gyro International shall prevail.

13.3 Disbandment

In the event and that the Camosun Gyro Society should disband, liabilities and shall be paid in full and

any surplus shall be forwarded to Gyro International.

This Constitution and these Bylaws were adopted at a Special Meeting on May 21st 2019


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