Updated: December 2022

Part 1 – Definitions and Interpretation

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,

“Council” means the Comox Valley Community Arts Council,

Part 2 –General Matters

2.1       The definitions in the Act apply to these Bylaws.

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

2.3       In these bylaws a reference to written notice shall include email or other electronic written communication.

Part 3 – Place of Operations & Records of the Society

3.1       The registered office of the Council shall be in the Comox Valley.

3.2       The Council shall keep records as prescribed in sections 20 to 28 of the Act.

3.3       All books, accounts, and records of the Council shall be open for inspection by the Officers and Directors at all reasonable times and for inspection by members in good standing upon application to the Executive at such times and in such places as the Executive deems fit subject to the Act.

3.4       On written application to the Board, and at the discretion of the Executive, a non-member may inspect a record apart from the registry of society members.

3.5       The Council may charge a fee for inspection of records by a person who is not a member or director of the Council in an amount as may be determined by the Board from time to time.

3.6       Records to be provided to a person shall be sent to the intended recipient as provided in s. 29 of the Act.

3.7       The directors of the society may, by directors’ resolution, restrict, as set out in subsection (2), the members’ rights to inspect the society’s register of members if the directors are of the opinion that the inspection would be harmful to the society or to the interests of one or more of its members.

3.8       The Constitution and these bylaws shall be maintained on the website of the Council in a form which can be downloaded and printed and is available to all members

Part 4 – Financial

4.1       The fiscal year of the Council shall be set by the Board from time to time.

4.2       All revenues of the Council shall unless otherwise designated be considered general funds of the Council and be subject to the accounting procedures stipulated by the Board of Directors.

4.3       The Council may invest its funds in accordance with s. 33 of the Act.

4.4       The Board of Directors may not borrow money for any purpose unless and until authorized to do so by a special resolution passed by the members.

4.5       The Society shall present at every general meeting financial statements and the financial reviewer’s report in accordance with sections 35, 36 and 38 of the Act.

4.6       The accounts of the Council shall as soon as practicable after the end of each fiscal year be examined and their correctness ascertained by a financial review prepared by a qualified accountant (CPA).

4.7       The Council shall appoint a financial reviewer for the next fiscal year at a general meeting.

Part 5 – Management

5.1       The Board of the Society must have no fewer than 6 and no more than 15 directors.

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

5.3       Terms are two years in length with the possibility to be re-elected three subsequent times for a maximum of four sequential terms (eight years). To be re-considered as a Director after the maximum terms have been served, one calendar year must have lapsed. If a staff member wants to become a Director, a period of six months must have passed. There is no time break required for a board member to become a staff member.

5.4       The Executive of the Board shall be President, Vice President, Secretary, and Treasurer.

5.5       As soon as possible after the election of a Board, its members shall meet to elect the Executive.

5.6       Persons nominated, elected or appointed to serve on the Board must:

    • be an individual,
    • be a member in good standing of the Council,
    • reside in the Comox Valley, and
    • otherwise meet the qualifications in s. 44 of the Act.

5.7       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.

5.8       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.

5.9       A director ceases to hold office if:

(a) the director’s term of office, if any, expires,

(b) the director ceases, in accordance with the bylaws, to hold office,

(c) the director resigns or dies,

(d) the director fails to meet the qualifications set out in s. 44 of the Act,

(e) the director resigns in accordance with s. 49 of the Act, or

(f) the director is removed from office in accordance with section 50.

5.10     The members may, by special resolution, remove a Director before the expiration of their term of office and may by ordinary resolution appoint a successor to complete the term of office pursuant to s. 50 of the Act.

5.11     The Board shall conduct all the affairs of the Council which are not directed or required to be done by the Council in general meetings subject to:

    • the Act and any other laws governing the Council,
    • these bylaws, and
    • any rules which are made from time to time by the Council in general meetings.

5.12     The directors of the society may appoint one or more senior managers of the society to exercise the directors’ authority to manage the activities or internal affairs of the society as set out in s. 61 of the Act.

5.13     Senior Managers must disclosure direct or indirect material interest as set out in s.62 of the Act.

5.14     Directors and senior managers owe a fiduciary duty of loyalty to the Society and must disclose any conflict of interest and proceed in accordance with s.56 of the Act including:

(a) promptly and fully disclosing the conflict to the directors,

(b) leaving the room during any discussion or vote at a meeting of the board on the conflict matter,

(c) refraining from any action intended to influence the discussion or vote,

(d) abstaining from voting on the conflict matter, and

(e) following the Society’s Conflict of Interest Policy.

5.15     Records must be kept of any disclosure of conflict of interest.

Part 6 – Remuneration of Directors and Signing Authority

6.2       A Director shall only be reimbursed for services or expenditures incurred if:

    • the Executive has approved the expenditure in advance,
    • the Director provides receipts for all expenditures in a timely manner, and
    • the expenditures are approved by a majority of the Board members.

6.4       A Director may enter into a contract for services under the Society’s Short-Term Hiring Policy:

    • after they recuse themselves on any Board matters relating directly to the project, and
    • meet the requirements laid out in the Short-Term Hiring Policy.

6.5       Two signatories will be appointed by the Board of Directors annually.

6.6       A contract, financial document, or other record to be signed by or on the behalf of the Society must be signed by two of the annually appointed signatories.

Part 7 – Board of Directors’ Meetings

7.1       The Board may meet at such places and times as they think fit for the dispatch of business, may adjourn and otherwise regulate their meetings and proceedings as they see fit.

7.2       The directors may regulate their meetings and proceedings as they think fit.

7.3       The quorum for the transaction of business at a directors’ meeting is 4 directors.

7.4       All meetings of the Board shall be open to any member in good standing except the Board of Directors may, by majority vote, conduct business “in camera” and for that purpose may exclude any or all non-Board members.

7.5       The Directors of a society may pass a Directors’ resolution without a meeting of all the Directors if a majority of the Directors consent to the resolution in writing which shall include e-mail.

7.7       A resolution in writing signed by all the directors personally shall be valid and effectual as if it had passed at a meeting of directors duly called and constituted.

7.8       Voting by email or phone is allowed if, due to illness or vacation or other unforeseen circumstance, a motion needs to be considered in between Board meetings.

Part 8 – Board Executive & Duties

8.2       The president is the chair of the Board and is responsible for supervising the other directors in the execution of their duties as well as preparing and presiding over all meetings.

8.3       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.

8.4      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,

(f) ensuring that the registrar of members is available to directors and as needed, and

(g) in the absence of the secretary from a meeting, the Board must appoint another individual to act as secretary at the meeting.

8.5      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,

(e) selecting of any auditor/accountant that satisfies reasonable arm’s length requirements set out in the Societies Act,

(f) ensuring that the Society’s accounting records, including a record of each transaction materially affecting the Society’s financial position, are available to the directors,

(g) ensuring that the Society’s financial statements and any auditor’s report on the financial statements are available to the public, and

(h) ensuring that the Society follows generally accepted accounting principles and is recording its transactions.

Part 9 – Committees

9.1       The Standing Committees of the Society shall be:

    1. Nominating,
    2. Human Resources,
    3. Fundraising / Marketing,
    4. Advocacy, and
    5. JEDI (Justice, Equity, Diversity, Inclusion).

Updated June 2022

9.2       The Standing Committees must include at least one Director appointed by the Board as the liaison.

9.3       Two-thirds of the members of a Standing Committee must be members in good standing.

9.4       Standing Committees must adhere to the Committee Terms of Reference and Board Code of Conduct.

9.5       The Board may establish Special Committees, Adhoc Committees, or Working Groups as they see fit. These teams will:

    • be led by a chair appointed by the Board,
    • operate within a framework and timeframe prescribed by the Board,
    • adhere to the Committee Terms of Reference and Board Code of Conduct, and
    • shall report to the Board in writing.

9.6 A    The Committee Chair shall have no special vote other than what they would normally be entitled to vote on.

9.7       A committee must confine its activities to those mandated by the Board and conform to any rules imposed on it by the Board, but otherwise may conduct its business and proceedings as it thinks fit.

9.8       Committee members have a duty to disclose any conflict of interest.

Part 10 – Members

10.1      A person may apply to the Board for membership in the Society, and the person becomes a member on the Board’s acceptance of the application. The Board may choose to instate a procedure and delegate approval to staff.

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

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

10.4a   A member is in good standing when they adhere to these bylaws and the Code of Conduct.

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

10.5a   A member is not in good standing if they do not adhere to these bylaws and / or the Code of Conduct.

10.6b   A person’s membership in the Society is terminated if the person is not in good standing for 6 consecutive months.

10.7     Members and the public may request in writing to the Board to view the members registry and provide the purpose of use. The request may be denied by the Board if the request is unreasonable, unlawful, or may bring harm to any member or the Society

Part 11 – General & Special Meetings

11.1      A general meeting must be held at the time and place the Board determines provided that one is held each calendar year.

11.2     Written notice of a general meeting shall be given at least fourteen days before the meeting.

11.3     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, and

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

11.4     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.

11.5     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.

11.10    Members may requisition a general meeting in accordance with s. 75 of the Act.

11.11     If within thirty minutes from the time appointed for a general meeting, a quorum is not present, the meeting:

    • in the case of a meeting convened at the request of the members, is terminated, or
    • in any other case may be adjourned to such time and place as the Chair may determine and if, at the continuation of the adjourned meeting, a quorum is not present within thirty minutes from the time set for the meeting the members present constitute a quorum for that meeting.

11.12     Voting at a general meeting shall 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, two 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.

11.13     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.

11.14     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.

11.15     An ordinary resolution must be passed by a majority of the votes cast by voting    members at a general meeting of the Council.

11.16    In the case of an equality of votes the Chair shall not have a casting or second vote in addition to the vote to which he or she may be entitled as a member and the proposed resolution shall not pass.

11.17     At a general meeting a special resolution shall be a resolution passed by at least 2/3 of the votes cast by voting members present at a meeting of the Council of which not less than fourteen (14) days notice stating the resolution to be presented has been given.

Part 12 – Dissolution

12.1      Upon winding up or dissolution of the Society, the assets which remain after payment of all costs, charges and expenses, which are properly incurred in the winding up, shall be distributed to such charitable organization or organizations in British Columbia having similar charitable purpose.

Part 13 – Amending Bylaws

13.1      These bylaws shall not be altered or added to except by special resolution.

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