Wonder Women Society is a registered and incorporated non-profit organization with the government of BC Societies Act. It was incorporated on July 25th, 2017 (#S0067843). The Wonder Women Society (WWS) Constitution and Bylaws are the primary documents within WWS. The Constitution defines WWS as a legal entity. The WWS Bylaws regulate its structure and control, as well as its activities and internal processes. The WWS Bylaws provide extensive details on the functioning of the Society along with regulations on meetings, memberships, decision-making procedures, work of the Board, Advisory Council, and Leadership Team, financial management, and much more.
The WWS Constitution and Bylaws were adopted in their current forms on the 25th of July, 2017 in Mission, BC, Canada.
Wonder Women Society Constitution
Article I Name
The name of this Association shall be the Wonder Women Society (WWS).
Article II Purposes
The objectives of the Wonder Women Society shall be:
a) to empower women in BC ages 18 and up through a holistic approach, by providing individualized mentoring opportunities, comprehensive programs and resources which address the social, professional, and personal issues specific to women at each stage of life;
b) to help facilitate projects relating to women in BC which are of interest to WWS members;
c) to mobilize and coordinate individuals, entities and corporations to support the activities and projects of the WWS;
d) to communicate the Society’s mission through community and online events and partnerships, workshops, retreats, seminars, presentations and meetings;
e) to receive gifts, bequests, funds and/or property, and to hold, administer and distribute funds and property for the purposes of the Society, for such organizations as are “qualified donees” under the provisions of the Income Tax Act of Canada, as amended (the “Income Tax Act”) and for such other purposes and activities as are authorized for registered charities under the provision of the Income Tax Act; and
f) to do all such other things as are incidental and ancillary to the attainment of the foregoing purposes and the exercise of the powers of the Society.
Wonder Women Society Bylaws
Here set out, in numbered clauses, are the Wonder Women Society bylaws providing for the matters referred to in the Society Act and any other bylaws.
Part 1 – Interpretation
1.1 In these bylaws of the Society, unless the context otherwise requires:
(a) “address of the Society” means the address of the Society as filed from time to time with the Registrar in the Notice of Address;
(b) “appointed director” means a person appointed in accordance with these bylaws as an appointed director or appointed as a replacement director for an appointed director;
(c) “Board” means the directors acting as authorized by the constitution and these bylaws in managing or supervising the management of the affairs of the Society and exercising the powers of the Society;
(d) “Board resolution” means:
(i) a resolution passed at a meeting of the Board by a simple majority of the votes case by those directors entitled to vote at such meeting; or
(ii) a resolution that has been submitted to all of the directors and consented to in writing by 100% of the directors who would have been entitled to vote on it in person at a meeting of the Board;
(e) “Bylaws” means the bylaws of the Society as filed in the Office of the Registrar;
(f) “Chairman of the Board” means a person elected to the office of Chairman of the Board in accordance with these bylaws but such office holder may, with the approval of a Board resolution, use the title Chair, Chairperson, Chairwoman or Chairman in substitution for, or in addition to, the title “Chairman of the Board”;
(g) “constitution” means the constitution of the Society as filed in the Office of the Registrar;
(h) “directors” means those persons who have become either appointed, elected, founding or replacement directors in accordance with these bylaws and have not ceased to be directors, and a “director” means any one of them;
1.2 The definitions in the Society Act on the date these bylaws become effective apply to bylaws and the constitution.
1.3 Words importing the singular include the plural and vice versa, and words importing a person include a female person and/or a corporation.
Part 2 - Membership
2.1 Any woman, aged 19 and over, regardless of their race or religion, who supports the purposes and values of the Society, may apply to be a member of the Society.
2.2 The members of the Society shall be the applicants for incorporation and those persons whose application for admission as a member of the Society has been accepted by ordinary resolution.
2.3 The term of membership of each person whose application for admission as a member of the Society has been accepted by ordinary resolution shall expire immediately following the next annual general meeting following their acceptance as a member unless otherwise determined by ordinary resolution at the time of acceptance of such person as a member of the Society.
2.4 Every member shall uphold the constitution and comply with these bylaws.
2.5 The amount of the first annual membership dues shall be determined by the directors and after that, the annual membership dues shall be determined by the Board of the Society.
2.6 A member may withdraw from the Society by delivering her resignation in writing to the secretary of the Society or delivering it to the address of the Society.
2.7 A person shall immediately cease to be a member of the Society:
(a) upon the date which is the later of the date of delivering her resignation in writing to the secretary of the Society or to the address of the Society and the effective date of the resignation stated therein; or
(b) upon her death; or
(c) upon the expiration of the term currently determined stipulating the length of time for which she is to be a member; or
(d) upon a Board resolution confirming that a member has ceased to be a member in good standing; or
(e) upon being removed by special resolution; or
(f) if a member remains not in good standing as defined in section 2.8 for a period of six consecutive months.
2.8 All members shall be in good standing except a member who has failed to pay by the date designated by the Board her current annual membership dues or any other subscription or debt due and owing by her to the Society and she is not in good standing so long as the debt remains unpaid. The Board may decide that a member is not in good standing if it is found that the member has behaved or spoken or otherwise represented themselves and/or the Society in a manner that contradicts the constitution and/or bylaws in any way. It is at the Board’s sole discretion to determine whether a member is in good standing, such decisions will be made by vote. The status of a member’s standing may be determined by an ordinary resolution. A member who is not in good standing may not vote at any general meeting.
2.9 The Board may appoint any person or former member of the Society to be an “Honorary Member” of the Society for exceptional work and effort for and on behalf of the Society and in furtherance of the purposes of the Society. An Honorary Member shall have the right to attend and vote at general meetings but shall not be required to pay annual membership dues. The provisions of bylaws 2.4, 2.6 and 2.7 shall also apply to Honorary Members.
Part 3 – Meetings of Members
3.1 The members shall, by ordinary resolution, appoint from among themselves a Member’s Moderator who shall hold office until the close of the next annual general meeting; but if no successor is appointed, the person previously appointed as Members’ Moderator continues to hold office until such time as a successor is appointed.
3.2 The Members’ Moderator shall be responsible for making the necessary arrangements for:
(a) the issuance of notices of meetings of members;
(b) the keeping of minutes of all meetings of members; and
(c) the maintenance of the register of members.
3.3 The Members’ Moderator may be removed by an ordinary resolution.
3.4 The general meetings of the Society shall be held at such time and place, in accordance with the Society Act, as the Members’ Moderator shall decide.
3.5 Each person who is a member at least 30 days before a general meeting or whose application for membership has been accepted by ordinary resolution at least 30 days before a general meeting and provided such member has not ceased to be a member in accordance with bylaw 2.7, shall be entitled to notice of and shall be entitled to attend each general meeting of the Society. A notice of a general meeting must state the nature of any special business in sufficient detail to permit a member to form a reasoned judgement concerning that business.
3.6 The Members’ Moderator shall give not less than 14 days written notice of a general meeting to its members entitled to receive notice; but those members may waive or reduce the period of notice for a particular meeting with unanimous consent in writing.
3.7 Notice of a general meeting shall specify the place, the day and the hour of the meeting.
3.8 The accidental omission to give notice of a general meeting to, or the non-receipt of notice by, any of the members entitled to receive notice does not invalidate proceedings at that meeting.
3.9 The first annual general meeting of the Society shall be held not more than 15 months after the date of incorporation, and thereafter 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 preceding annual general meeting.
3.10 Every general meeting other than an annual general meeting is an extraordinary general meeting.
3.11 The Members’ Moderator may, whenever she thinks fit, convene an extraordinary general meeting.
Part 4 – 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 that is transacted at an annual general meeting; except;
(i) the adoption of rules of order;
(ii) consideration of the financial statements;
(iii) consideration of the report(s) of the directors;
(iv) consideration of the report of the auditor;
(v) the election or appointment of directors;
(vi) the appointment of the Members’ Moderator;
(vii) the appointment of the auditor; and
(viii) such other business that, under these bylaws or any governing statues ought to
be transacted at an annual general meeting, or business which is brought under
consideration by the report of the directors if the report was issued with the
notice of the meeting.
4.2 A quorum at a general meeting shall be that number, not less than three, as shall be established in advance by ordinary resolution. In the absence of such a determination of a quorum, a quorum shall be the amount determined by the Members’ Moderator which amount shall not be less than 10% of the members or three members present.
4.3 No business, other than the election of a person to chair the meeting and adjournment or termination of the meeting, shall be conducted at a general meeting at a time when a quorum is not present.
4.4 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.
4.5 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 shall constitute a quorum.
4.6 The Executive Director shall chair all general meetings; but if at any general meeting, the Executive Director is not present within 15 minutes after the time appointed for the general meeting, or requests that she not chair that meeting, the Members’ Moderator shall chair the meeting. If neither the Executive Director or the Members’ Moderator are present at the meeting, either the Executive Director or the Members’ Moderator may appoint another member to chair that general meeting. If a chair has not been appointed, the members present may choose one of their number to chair that general meeting.
4.7 If a person presiding as chair of a general meeting wants to step down as chair for all or part of that meeting, she may designate an alternate to chair such meeting or portion thereof, and upon such designated alternate receiving the consent of a majority of the members present in such meeting, she may preside as chair.
4.8 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.
4.9 It is not necessary to give notice of an adjournment or of the business to be transacted at an adjourned meeting except where a meeting is adjourned for more than 14 days, in which case notice of the adjourned meeting shall be given as in the case of the original meeting.
4.10 Any issue at a general meeting which is not required by the bylaws or the Society Act to be decided by a special resolution shall be decided by an ordinary resolution.
4.11 A member in good standing is entitled to one vote.
4.12 A member chairing a general meeting may vote, but if she does so and the result is a tie, she shall not be permitted to vote again to break the tie and the resolution being voted on shall be deemed to have failed.
4.13 Voting shall be by show of hands or voice vote recorded by the secretary of the meeting, unless proxy votes are to be recorded or if any two members present at the meeting make a request for a secret vote, a secret vote by written ballot shall be required.
4.14 Voting by proxy is permitted provided that the proxy has previously been appointed in writing signed by the member appointing the proxy. A permanent proxy entitling a person or member to vote at other than one meeting and any adjournment of that meeting is void.
4.15 Any person of the age of majority may act as proxyholder whether she is a member.
4.16 A proxy and the power of attorney or other authority, if any, under which it is signed or a notary-certified copy thereof shall be deposited at the address of the Society or at such other place as is specified for that purpose in the notice calling the meeting not less than 48 hours before the time for holding the meeting at which the person named in the proxy proposes to vote or shall be deposited with the Chairman prior to the commencement of the meeting. In addition to any other method of depositing proxies provided for in these bylaws the Board may from time to time make regulations:
(a) permitting the depositing of proxies at some place or places other than the place at which a meeting or adjourned meeting of members is to be held;
(b) providing for particulars of those proxies to be telecopied or sent in writing to the Society or any agent of the Society before a meeting or an adjourned meeting for the purpose of receiving those particulars; and
(c) providing that those proxies so deposited may be voted as though the proxies themselves were produced to the Chairman of the meeting or of the adjournment meeting as required by this part.
Votes given in accordance with proxies and particulars of proxies so deposited shall be valid and counted.
4.17 A vote given in accordance with the terms of a proxy shall be valid notwithstanding the previous death, bankruptcy or insanity of the member or revocation of the proxy or of the authority under which the proxy was executed, provided that prior to the meeting no notice in writing of the death, bankruptcy, insanity or revocation as aforesaid shall have been received at the address of the Society or by the Chairman of the meeting or of the adjourned meeting at which the vote was given.
4.18 Unless in the circumstances the Society Act requires any other form of proxy, a proxy appointing a proxyholder shall be in the following term, or in any other form that the Board shall approve:
Wonder Women Society
The undersigned hereby appoints of (or failing him/her, of ) as proxyholder for the undersigned to attend at and vote for and on behalf of the undersigned at the general meeting of the Society to be held on the day of , 20 , and at any adjournment of that meeting.
Signed this day of , 20 .
Signature of Member
Name of Member (Please print)
4.19 A resolution in writing which is identified as an ordinary resolution and has been submitted to all the members and signed by a minimum of 75% of the members who would have been entitled to vote on it in person or by proxy at a general meeting of the Society is as valid and effectual as an ordinary resolution as if it had been passed at a meeting of the members duly called and constituted and shall be deemed to be an ordinary resolution. Such a resolution may be in two or more counterparts which together shall be deemed to constitute one ordinary resolution in writing. Such ordinary resolution shall be filed with minutes of the proceedings of the members and shall be effective on the date stated therein or. In the absence of such a date being stated, on the latest date slated on any counterpart.
4.20 A resolution in writing which is identified as a special resolution and has been signed by all the members who would have been entitled to vote on it in person or by proxy at a general meeting of the Society is as valid and effectual as a special resolution as if it had been passed at a meeting of members duly called and constituted. Such a resolution may be in two or more counterpart which together shall be deemed to constitute one special resolution in writing. Such special resolution shall be filed with minutes of the proceedings of the members and filed with the Registrar and shall be deemed to be passed on the date stated therein or, in the absence of such date being stated, on the latest date stated on any counterpart and shall take effect on the date it was accepted by the Registrar.
Part 5 – Directors
5.1 The Board may exercise all such powers, and do all such acts and things as the Society may exercise and do, and which are not by these bylaws or by statute or otherwise lawfully directed or required to be exercised or done by the members in general meeting, but subject, nevertheless, to the provisions of:
(a) all laws affecting the Society;
(b) these bylaws; and
(c) rules and policies, not being inconsistent with these bylaws, which are made from time to time by the Society in general meeting.
5.2 No rule or policy made by the Society in a general meeting invalidates a prior act of the Board that would have been valid if that rule had not been made.
5.3 The property and the affairs of the Society shall be managed by the Board.
5.4 Every director shall subscribe to and support the purposes of the Society and the Statement of Guiding Principles established under Part 7 hereof.
5.5 The number of directors shall be five or such other number, not being less than three, as may be determined from time to time by ordinary resolution.
5.6 The persons whose names are listed in the List of First Directors filed with the Registrar at the time of incorporation shall be the founding directors of the Society and, notwithstanding bylaws 5.8 and 5.9 hereof, each shall continue as a director of the Society for a term of the number of years which is listed beside such person’s name in the said List of First Directors, or, if no number is indicated, then until such director shall cease to be a director under either bylaw 5.18(a) or 5.18(b) hereof. For purposes of calculating the term of office, the first year of such term shall be deemed to terminate at the close of the first annual general meeting of the Society.
5.7 Elected directors shall be elected by an ordinary resolution of the members at a general meeting and shall take office commencing at the close of such meeting.
5.8 The term of office of elected directors shall normally be one year. However, the members may at the time of election of the directors determine that some or all vacant elected directors’ positions shall have a term of a period more than one year, the length of such term to be as determined by the members in their discretion by ordinary resolution. For purposes of calculating the duration of an elected director’s term of office, the term shall be deemed to commence at the close of the general meeting in which such director was elected. For the purposes of calculating the term of office, each year of such term shall be deemed to terminate at the close of the next following annual general meeting of the Society (e.g. a one year term shall terminate at the close of the first annual general meeting following the election of the such director).
5.9 Elected directors will be elected to a two-year term and then are eligible for re-election. New nominations are to be submitted to the current board for acceptance no less than 30 days prior to the annual general meeting.
5.10 In elections where there are more candidates than vacant positions for directors, elections shall be by secret ballot with the name of each duly nominated candidate appearing individually on the ballot. Candidates shall be deemed to be elected in order of those candidates receiving the most votes.
5.11 No member shall vote for more directors than the number of vacant positions for elected directors. Any ballot on which more names are voted for than there are vacant positions shall be deemed to be void.
5.12 The members may, from time to time by ordinary resolution, appoint such additional directors, to be known as appointed directors, for such terms of office as determined by the members in such resolution.
5.13 A person need not be a member of the Society to be eligible to be a director of the Society.
5.14 Subject to bylaws 5.6, 5.8, 5.9, 5.12 and 5.15 every director shall retire from office at the close of the next following annual general meeting of the Society.
5.15 The members may, by special resolution, remove a director before the expiration of such director’s term of office and may, by ordinary resolution, elect or appoint a person as a replacement director and determine the term of such replacement director.
5.16 Notwithstanding the foregoing bylaws, if a director ceases to hold office during her term for any reason other than removal as aforesaid, the Board may appoint a person as a replacement director to take the place of such director until the close of the next annual general meeting.
5.17 No act or proceeding of the Board is invalid by reason only of there being less than the prescribed number of directors in office.
5.18 A person shall immediately cease to be a director of the Society:
(a) upon delivering her resignation in writing to the secretary of the Society or to the address of the Society; or
(b) upon her death; or
(c) upon the expiration of the term currently determined stipulating the length of time for which she is to serve as a director; or
(d) upon being removed as a director by the members in accordance with bylaw 5.15.
5.19 Notwithstanding the foregoing bylaws, if no successor is elected or appointed to replace the person who otherwise would cease to be a director and the result is that the number of directors would fall below three, the person previously elected or appointed as director, provided such person is willing and able to act, continues to hold office until such time as a successor director is elected or appointed.
5.20 The members shall for each financial year of the Society, by ordinary resolution, appoint one of the directors to be the Chairman of the Board on such terms and conditions as they may determine.
5.21 The members may, by ordinary resolution, remove and replace the Chairman of the Board with another person who is a director. For greater certainty, the members may remove a person as Chairman of the Board without removing that person as a director.
5.22 Should the Chairman of the Board for any reason not be able to complete her term the members shall, by ordinary resolution, appoint a replacement without delay.
5.23 A director may be reimbursed for all expenses necessarily and reasonably incurred by her while engaged in the affairs of the Society.
5.24 A director may hold any office or place of profit in the Society (other than auditor) in conjunction with her office of director for the period and on such terms as the Board determines. Subject to the Society Act, no director shall be disqualified by such office from contracting with the Society.
5.25 The Society shall have the power to make expenditures and loans whether or not secured or interest bearing for the purpose of furthering the purposes of the Society. The Society shall also have the power to enter into trust arrangements or contracts for the purpose of discharging obligations or conditions either imposed by a person donating, bequeathing, advancing or lending funds or property to the Society, or assumed by the Society in expectation of such donations, bequests, advances or loans. Such arrangements or contracts shall be in accordance with the terms and conditions that the Board may prescribe.
5.26 The Board shall take such steps as it deems necessary to enable the Society to receive donations, bequests, funds, property, trusts, contracts, agreements and benefits for the purpose of furthering the purposes of the Society. The Board in its sole and absolute discretion may refuse to accept any donation, bequest, trust, loan, contract or property.
5.27 In investing the funds of the Society, the Board shall not be limited to securities, and investments in which trustees are authorized by law to invest, but may make any investments which in its opinion are prudent. Subject to the provisions of the Society Act, a director shall not be liable for any loss which may result from any such investment.
Part 6 – Proceedings of the Board
6.1 A meeting of the Board may be held at any time and place determined by the Chairman of the Board, provided that 5 days’ notice of such meeting shall be sent in writing to each director. However, no formal notice shall be necessary if all directors were present at the preceding meeting when the time and place of the meeting were determined or are present at the meeting or waive notice thereof in writing or give a prior verbal waiver to the secretary of the Society.
6.2 The Board may from time to time fix the quorum necessary to transact business, and unless so fixed the quorum shall be one-third of the directors in office at the time when the meeting convenes; but in no instance may the number necessary for a quorum be less than three.
6.3 The Chairman of the Board shall chair all meetings of the Board; but if at any meeting the Chairman of the Board is not present within 15 minutes after the time appointed for the meeting, or the Chairman of the Board requests that he or she not chair that meeting, the directors present may choose one of their number to chair that meeting.
6.4 If the person presiding as chair of a meeting of the Board wants to step down as chair for all or part of that meeting, she may designate an alternate to chair such meeting or portion thereof, and upon such designated alternate receiving the consent of a majority of the directors present at such meeting, he or she may preside as chair.
6.5 The Chairman of the Board may at any time, and the secretary on the request of a director shall, convene a meeting of the Board.
6.6 For the purposes of the first meeting of the Board held immediately following the appointment or election of a director or directors at a general meeting, or for the purposes of a meeting of the Board at which a director is appointed to fill a vacancy in the Board, it is not necessary to give notice of the meeting to the newly elected or appointed director or directors for the meeting to be properly constituted, if a quorum of the directors is present.
6.7 No resolution proposed at a meeting of the Board must be seconded. The person chairing a meeting may move or propose a resolution.
6.8 Any issue at a meeting of the Board which is not required by these bylaws or the Society Act to be decided by a resolution requiring more than a simple majority shall be decided by Board resolution.
6.9 A director chairing a meeting may vote but, if she does so and the result is a tie, she shall not be permitted to vote again to break the tie and the resolution being voted on shall be deemed to have failed.
6.10 Voting shall be by show of hands or voice vote recorded by the secretary of the meeting except that, at the request of any one director, a secret vote by written ballot shall be required.
6.11 A Board resolution in writing which has been deposited with the secretary is as valid and effectual as if it had been passed at a meeting of the Board duly called and constituted. Such Board resolution may be in two or more counterparts which together shall be deemed to constitute one resolution in writing. Such resolution shall be filed with minutes of the proceedings of the Board and shall be effective on the date stated therein or, in the absence of such a date being stated, on the latest date stated on any counterpart.
6.12 A director who contemplates being or is temporarily absent from Canada may, by letter, facsimile, telegram or telex, send or deliver to the address of the Society a waiver of notice of any meeting of the Board for a period not longer than one year and may, at any time, withdraw the waiver in like manner. Until the waiver is withdrawn:
(a) no notice of meetings of the Board need to be sent to that director: and
(b) any and all meetings of the Board, notice of which has not been given to that director shall, if a quorum is present, be valid and effective.
Part 7 – Guiding Principles
7.1 The Society shall establish a “Statement of Guiding Principles” which shall set out the vision, mission and values of the Society.
7.2 The “Statement of Guiding Principles” shall be approved by not less than 75% of the members and may be amended from time to time by not less than 75% of the members.
7.3 The “Statement of Guiding Principles” of the Society shall be delivered to the Board and shall be referred to at each meeting of the Board.
7.4 Decisions of the Board and all activities of the Society must comply with the “Statement of Guiding Principles” which is in effect at that time.
7.5 The Chairman of the Board and the chairman of a general meeting shall ensure compliance with bylaw 7.4.
7.6 In the event that a member believes that bylaw 7.4 has not been complied with, such member (“the complainant”) may make a written submission to the Members’ Moderator setting out the details of such alleged failure to comply with bylaw 7.4. Such written submission must be made within one year of such alleged failure.
7.7 Upon receipt of a written submission from a complainant, the Members’ Moderator shall establish a Board of Inquiry consisting of the Members’ Moderator, the complainant or a member of the Society selected by the complainant, and the Society’s lawyer who shall investigate the details set out in the submission and shall make a recommendation to the Board within 30 days of establishment of the Board of Inquiry. The Board shall take all reasonable steps necessary to comply with the recommendation of the Board of Inquiry.
Part 8 – Financial Supporters
8.1 The Board may constitute a category of financial supporters of the Society called the “Friends” of the Society. The Board may establish such rules and policies as it deems appropriate to create such a designation.
Part 9 – Fund Raising
9.1 The Board may authorize activities to raise funds or engage other persons to raise funds to support the purposes of the Society.
9.2 The Board shall have absolute discretion to determine how funds are raised and may apply to Government and other charities or not-for-profit organizations for financial assistance on such terms as the Board may, in its absolute discretion, determine.
9.3 The Board may establish long-term fundraising goals for permanent funds or for property acquisitions or building funds and may set the terms and conditions of such funds.
9.4 Notwithstanding the foregoing, the Board shall have the absolute right to incur expenses and, subject to bylaws 5.25 and 5.26, spend the Society’s funds in the manner it deems to be in the best interests of the Society.
Part 10 – Advisory Council
10.1 The Board may constitute an Advisory Council to provide advice and counsel to the Board on broad issues of policy and profile and may appoint worthy persons to it and determine the terms of each appointment.
10.2 The Board shall determine the size and composition and specific functions of the Advisory Council.
10.3 The Advisory Council shall not be directors or offices of the Society and shall not have the legal powers to direct the acts and operations of the Society.
10.4 The Advisory Council may hold meetings at such time and place as is determined by the Board and shall conform to any rules that may, from time to time, be imposed on it by the Board.
Part 11 – Committees
11.1 The Board may create such standing and special committees as may, from time to time, be required which may be in whole or in part composed of directors as the Board thinks fit. The Board may delegate any, but not all, of its power to such committees and any such committee shall limit its activities to the purpose or purposes for which it is appointed, and shall have no powers except those specifically conferred by the Board. Unless specifically designated as a standing committee, any special committee so created must be created for a specified time period only. Upon completion of the earlier of the specified time period or the task for which it was appointed, a special committee shall automatically be dissolved.
11.2 A committee, in the exercise of the powers delegated to it, shall conform to any rules that may from time to time be imposed by the Board, and shall report every act or thing done in exercise of those powers at the next meeting of the Board held after it has been done, or at such other time or times as the Board directs.
11.3 The members of a committee may meet and adjourn as they think proper and meetings of committees shall be governed mutatis mutandis by the rules set out in these bylaws governing proceedings of the Board.
Part 12 – Duties of Officers
12.1 The Board shall, by Board resolution, appoint an Executive Director as an officer of the Society and determine the duties, responsibilities, term and remuneration of the Executive Director, who shall hold office for the term specified in the Board resolution and in the event that no term is specified, until the first meeting of the Board held after the next following annual general meeting unless she is removed from the office of Executive Director pursuant to bylaw
12.2 The Executive Director shall be an officer of the Society.
12.3 The Executive Director may be removed from the office of Executive Director by a Board resolution which has been ratified by a special resolution at an extraordinary general meeting.
12.4 The Board shall also, by Board resolution, appoint a secretary, treasurer and such other officers of the Society as it deems necessary and determine the duties, responsibilities, term and remuneration, if any, of all officers, who shall hold office for the term specified in the Board resolution and in the event that no term is specified, until the first meeting of the Board held after the next following annual general meeting unless she is removed from the office of secretary, treasurer or such other officer of the Society pursuant to bylaw 12.4.
12.5 A person, other than the Executive Director, may be removed as an officer by a Board resolution.
12.6 Should the Executive Director or any other officer for any reason not be able to complete her term, the Board shall elect or appoint a replacement without delay.
12.7 The secretary shall be responsible for making the necessary arrangements for:
(a) the issuance of notices of meetings of the Board and Advisory Council;
(b) the keeping of minutes of all meetings of the Board and Advisory Council;
(c) the custody of all records and documents of the Society except those required to be kept by the Treasurer or the Members’ Moderator;
(d) the custody of the common seal of the Society;
(e) the maintenance of the register of directors; and
(f) the conduct of the correspondence of the Society.
12.8 The treasurer shall be responsible for making the necessary arrangements for:
(a) the keeping of such financial records, including books of account, as are necessary to comply with the Society Act; and
(b) the rendering of financial statements to the directors, members and others where required.
12.9 If the secretary is absent from any meeting of the Board, the directors present shall appoint another person to act as secretary at that meeting.
12.10 Notwithstanding the foregoing bylaws, the Board may appoint a secretary of the Board to be responsible for the preparation and custody of minutes of meetings of the Board and the correspondence of the Board.
12.11 A person may be appointed to two or more of the offices of the Society at any one time.
12.12 A director who is also an officer of the Society shall be deemed to have a “disclosable interest” for the purposes of bylaw 13.1 with respect to any Board resolution or discussions of the Board that relate to any officer(s) of the Society.
Part 13 – Conflicts of Interest
13.1 A director or officer of the Society holds a disclosable interest in a contract or transaction if:
(a) the contract or transaction is material to the Society;
(b) the Society has entered, or proposes to enter, into the contract or transaction; and
(c) either of the following applies to the director or officer:
(i) the director or officer has a material interest in the contract or transaction;
(ii) the director or officer is a director or officer of, or has a material interest in, a person who has a material interest in the contract or transaction.
13.2 A director or officer who has a disclosable interest in a contract or a transaction must disclose the nature and extent of the disclosable interest to the Board and such disclosure must be recorded in the minutes of the meeting or a consent resolution of the directors.
13.3 A director who has a disclosable interest in a contract or transaction is not entitled to vote on any directors’ resolution to approve that contract or transaction or otherwise participate in discussions of the Board regarding such contract or transaction.
13.4 If more than one of the directors has a disclosable interest in a contract or transaction, then such contract or transaction must be approved special resolution after the nature and extent of the disclosable interest has been disclosed in advance to the members.
Part 14 – Borrowing
14.1 In order to carry out the purposes of the Society, the Board may, on behalf of and in the name of the Society, raise or secure payment or repayment of money in any manner it decides including the granting of mortgages, guarantees, and in particular, but without limiting the foregoing, by the issue of debentures.
14.2 No debenture shall be issued without the authorization of a special resolution.
14.3 The members may restrict the borrowing powers of the Board.
Part 15 – Notices
15.1 Notice of a general meeting shall be given to:
(a) every person shown on the register of members as a member on the day the notice is given; and
(b) the auditor.
No other person is entitled to be given notice of a general meeting.
15.2 A notice may be given to a member or a director either personally (by delivery, email or facsimile) or by first class mail posted to such person’s registered address.
15.3 A notice sent by mail shall be deemed to have been given on the second day following that on which the notice was posted. In proving that notice has been given it is sufficient to prove the notice was properly addressed and put in a Canadian Government post office receptacle with adequate postage affixed, provided that if there shall be, between the time of posting and the deemed giving of the notice, a mail strike or other labour dispute which might reasonably be expected to delay the delivery of such notice by the mail, then such notice shall only be effective when actually received. Any notice delivered by hand shall be deemed to have been given on the day it was so delivered or sent.
15.4 If a number of days notice or a notice extending over any other period is required to be given, the day the notice is given or deemed to have been given shall not, but the day on which the event for which notice is given shall, be counted in the number of days required.
Part 16 – Miscellaneous
16.1 The Board may, from time to time, determine whether and to what extent and at what times and place and under what conditions or regulations the documents, including the books of account, of the Society and minutes of meetings of the Board, any committee and Advisory Council may be available, upon request, for the review and/or inspection of members of the Society (other than members who are directors). In the absence of such determination by the Board, the documents, including the books of account, of the Society shall be available or otherwise open to inspection of any member of good standing of the Society.
16.2 Any meeting of the Society, the Board, the Advisory Council or any committee or group may also be held, or any members, directors or committee member may participate in any meeting of the Society, Board, Advisory Council or any committee in which she is entitled to participate, by conference call so long as all the members, directors, council or committee members or other persons participating in the meeting can hear and respond to one another. All such members, directors, council or committee members or other persons so participating in any such meeting shall be deemed to be present in person at the stated location of such meeting and, notwithstanding the foregoing bylaws, shall be entitled to vote by voice vote recorded by the secretary of such meeting.
16.3 The rules governing when notice is deemed to have been given set out in these bylaws shall apply mutatis mutandis to determine when a Board resolution shall be deemed to have been submitted to all the directors and when an ordinary resolution shall be deemed to have been submitted to all of the members.
16.4 The Society shall have the right to subscribe to, become a member of and cooperate with any other society, corporation or association whose purposes or objectives are in whole or in part similar to the Society’s purposes.
16.5 Subject to an order of the Registrant pursuant to the Society Act stating that the Society is a “reporting society” as defined under the Society Act, the Society shall be deemed not to be a “reporting society”.
16.6 The Society may establish and maintain one or more branch societies with the powers, not exceeding the powers of the Society, which the Society confers.
16.7 The Society may collaborate with other organizations or institutions and may enter into financial and/or operating arrangements with other organizations or institution to further the purposes of the Society; however, by so doing, the Society shall not become or be deemed to be a partner, branch or subsidiary of any other institution or other organization.
Part 17 – Indemnification
17.1 Subject to the provisions of the Society Act, each director or officer of the Society shall be indemnified by the Society against expenses reasonably incurred by her in connection with any action, suit or proceeding to which she may be made a part by reason of her being or having been an officer or director of the Society, except in relation to matters as to which her or she shall be finally adjudged in such action, suit or proceeding to have been derelict in the performance of her duty as an officer or director. “Derelict” shall mean grossly negligent, criminally negligent or intentionally engaged in tortious conduct with the intent to defraud, deceive, misrepresent or take advantage improperly of an opportunity available to the Society.
17.2 Subject to the provisions of the Society Act, the Board is authorized from time to time to give indemnities to any director or other person who has undertaken or is about to undertake any liability on behalf of the Society or any Society or corporation controlled by it, and to secure such director or other person against loss by mortgage and charge on the whole or any part of the real and personal property of the Society by way of security, and any action from time to time taken by the directors under this paragraph shall not require approval or confirmation by the members.
17.3 The Board in its discretion may submit any contract, act or transaction for approval. Ratification or confirmation at any annual general meeting or any extraordinary general meeting of the members called for the purpose of considering the same and any contract, act of transaction that may be approved, ratified or confirmed by a resolution passed by a majority of the votes case at any such meeting (unless any different or additional requirement is imposed by the Society Act or these bylaws) shall be as valid and as binding upon the Society and upon all the members as though it had been approved, ratified and confirmed by every member of the Society.
17.4 Subject to the provisions of the Society Act, no director or officer for the time being of the Society shall be liable for the acts, neglects or defaults of any other director or officer of the Society or for joining in any receipt or act for conformity or for any loss, damage or expense happening to the Society through the insufficiency or deficiency of title to any property acquired by order of the directors for or on behalf of the Society, or for the insufficiency or deficiency of any security in or upon which any of the moneys of or belonging to the Society shall be placed out or invested, or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person, firm or corporation with whom or which any funds or property in the Society shall be lodged or deposited, or for any other loss, damage or misfortune whatsoever which may happen in the execution of the duties of her respective office or trust or in relation thereto, unless all or any of the same shall happen by or through the wilful act, default or neglect of such director or officer.
17.5 The Society shall, to the full extent permitted by the Society Act, indemnify and hold harmless, every person heretofore, now or hereafter serving as a director or officer of the Society and her heirs and legal representatives.
17.6 Expenses incurred with respect to any claim, action, suit or proceeding may be advanced by the Society prior to the final disposition thereof in the discretion of the Board and upon receipt of an undertaking satisfactory in the form and amount to the Board by or on behalf of the recipient to repay such amount unless it is ultimately determined that she is entitled to indemnification hereunder.
17.7 The Society shall apply to the Court for any approval of the Court that may be required to make the indemnities herein effective and enforceable. Each director and officer of the Society on being elected or appointed shall be deemed to have contracted with the Society upon the terms of the foregoing indemnities. Such indemnities shall continue in effect with regard to actions arising out of the term each director or officer held such office notwithstanding that she no longer continues to hold such office.
17.8 The failure of a director or officer of the Society to comply with the provisions of the Society Act or this constitution or these bylaws shall not invalidate any indemnity to which she is entitled under the Part.
17.9 The Society may purchase and maintain insurance for the benefit of any or all directors or officers against personal liability incurred by any such person as a director or officer.
Part 18 – Bylaws
18.1 On being admitted to membership, each member is entitled to and upon request, the Society shall provide her with a copy of the constitution and bylaws of the Society.
Part 19 – Dissolution of the Society
19.1 Upon the winding-up or dissolution of the Society, the funds and property remaining after the payment of all costs, charges and expenses properly incurred in the winding-up or dissolution, including the remuneration of a liquidator, and after payment to employees of the Society of any arrears of salaries or wages, and after payment of any debts of the Society, shall be distributed to such charities, registered under the provisions of the Income Tax Act, or such “qualified donees” allowed under the Income Tax Act, as shall be designated by the Board. Any of such funds or property remaining which had originally been received for specific purposes shall, wherever possible, be distributed to “qualified donees” or charities registered under the provisions of the Income Tax Act carrying on work of a similar nature to such purposes. This paragraph is unalterable.