1) The name of the Society is: West Coast Tubbers Society.
2) The objects of the society are: To organize, encourage, promote, publicize, sponsor, form, carry out, conduct, manage and finance celebrations, programs, events, displays, memorial funds and projects.
3) The operation of the Society is to be chiefly carried on in the city of Nanaimo and on Vancouver Island, in the Province of British Columbia.
Files coming soon.
West Coast Tubbers Society By-Laws.
(1) In these bylaws, unless the context otherwise requires,
a) “Directors” means the Directors of the Society for the time being;
b) “Societies Act” means the Societies Act of the Province of British Columbia from time to time in force and all amendments to it;
c) “Registered Address” of a member means his address as recorded in the register of members.
(2) The definitions in the Societies Act on the date these bylaws become effective apply to these bylaws.
2. Words importing the singular include plural and vice versa; and words importing a male person include a female person and a corporation.
Part 2. – Membership.
(3) The members of the Society are the applicants for the incorporation of the Society, and those persons who subsequently have become members, in accordance with these by-laws and, in either case, have not ceased to be members.
(4) A person may apply to the Directors for membership in the Society and upon acceptance by the Directors and upon payment of dues as shall be from time to time set by the Society, that person shall be a member.
(5) Every member shall uphold the Constitution and comply with these By-Laws.
(6) The amount of the first annual membership dues shall be determined by the Directors and thereafter the annual membership dues shall be determined at the Annual General Meeting of the Society.
(7) A person shall cease to be a member of the Society
a) by delivery his resignation in writing to the Secretary of the Society or by mailing or delivering it to the address of the Society, or
b) on his death or in the case of a corporation on dissolution, or
c) being expelled, or
d) on having been a member not in good standing for 6 consecutive months.
(8) (1) A member may be expelled by a special resolution of the members passed at a general meeting.
(2) The notice of special resolution for expulsion shall be accompanied by a brief statement of the reason or reasons for the proposed expulsion.
(3) The person who is the subject of the proposed resolution for expulsion shall be given an opportunity to be heard at the general meeting before the special resolution is put to a vote.
(9) All members are in good standing except a member who has failed to pay his current annual membership fee or any other subscription or debt due and owing by him to the Society and he is not in good standing so long as the debt remains unpaid.
Part 3- Meeting of Members.
(10) General meetings of the Society shall be held at such time and place, in accordance with the Societies Act, as the Directors decide.
(11) Every General Meeting, other than an Annual General Meeting is an Extra Ordinary General Meeting.
(12) The Directors may, whenever they see fit, convene an Extra Ordinary General Meeting.
(13) (1) Notice of a General Meeting shall specify the place, the day and the hour of the meeting, and, in the 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.
(14) 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 every calendar year and not more than 15 months after the holding of the last proceeding Annual General Meeting.
Part 4- Proceedings at General Meetings.
(15) 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) 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) such other business, as 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.
(16) (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 is 10 members present or such greater number as the members may determine at a General Meeting.
(17) 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 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.
(18) Subject to By-Law 19, 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.
(19) 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 other Directors present are unwilling to act as chairman, the members present shall choose one of their number to be chairman.
(20) (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) Where a meeting is adjourned for 10 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 meeting.
(21) (1) All resolutions proposed at a meeting shall be seconded and the chairman of a meeting may move or propose a resolution.
(2) In the case of equality of votes the chairman shall not have casting or second vote in addition to the vote to which he may be entitled as a member and the proposed resolution shall not pass.
(22) (1) A member in good standing present at a meeting of members is entitled to vote.
(2) Voting is by show of hands.
(3) Voting by Proxy is permitted.
(23) A Corporate member may vote by its authorized representative, who is entitled to speak and vote, and in all other respects exercise the rights of a member and that representative shall be reckoned as a member for all purposes with respect to a meeting of the Society.
Part 5- Directors and Officers.
(24) (1) The Directors 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 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 the provisions of;
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 Meetings.
(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) A member shall be in good standing for one year before being elected as a Director.
(25) (1) The President, Vice President, Road Captain, Secretary, Treasurer and Chief of Public Relations shall be the Directors of the Society. More Directors may be added at the Boards discretion and no more than a total of 11.
(2) The Directors may appoint such advisors as they see fit and these advisors shall have deliberative vote on all but Financial and Electoral matters.
(3) All past Directors in good standing shall be members of the Executive.
(26) (1) The Directors shall retire from office at each Annual General Meeting when their successors shall be elected.
(2) Separate elections shall be held for each office to be filled.
(3) An election may be by acclamation, otherwise it shall be by Ballot.
(4) If no successor is elected the person previously elected or appointed continues to hold office.
(27) (1) The Directors may at any time and from time to time appoint or have elected at a General Meeting a member as a Director to fill a vacancy in the Directors.
(2) A Director so appointed holds office only until the conclusion of the next following Annual General Meeting of the Society but is eligible for re-election at the meeting.
(28) (1) If a Director resigns office or otherwise ceases to hold office, the remaining Directors shall appoint a member to take the place of the former Director.
(2) No act or proceedings of the Directors is invalid only be the reason of there being less than the prescribed number of Directors in office,
(29) The members may by special resolution remove a director before the expiration of his term in office and may elect a successor to complete his term of office.
(30) No Director shall be remunerated for being or acting as a Director, but a Director shall be reimbursed for all expenses necessarily and reasonably incurred by him while engaged in the affairs of the Society.
Part 6- Proceedings of Directors.
(31) (1) The Directors may meet at such places as they think fit for the dispatch of business, adjourn and otherwise regulate their meetings and proceedings, as they see fit.
(2) The Directors may from time to time fix the quorum necessary for the transaction of business and unless so fixed the quorum shall be a majority of the Directors in office.
(3) The President shall be chairman of all meetings of the Directors; but if at any 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 own to be chairman of that meeting.
(4) A Director may at any time, and the Secretary, on the request of the Director, shall, convene a meeting of the Directors.
(32) (1) The Directors may delegate any, but not all, of their powers to committees consisting of such of such Director or Directors as they think fit.
(2) A Committee so formed in the exercise of the powers so delegated shall conform to any rules that may from time to time be imposed on it by the Directors and shall report every act or thing done in exercise of those powers at 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 any 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 own number to be chairman of the meeting.
(34) The members of a committee may meet and adjourn as they think proper.
(35) For a first meeting of Directors held immediately following the appointment or election of a Director or Directors at an Annual General Meeting of members, or for a meeting of the Directors at which a Director is appointed to fill a vacancy in the Directors, it is not necessary to give notice of the meeting to the newly-elected or appointed Director or Directors for the meeting to be duly constituted, if a quorum of Directors is present.
(36) 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, telegram, telex, or cable, of any meeting of the Directors and may, at any time, with draw the waiver, and until the waiver is withdrawn;
a) no notice of meetings 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 Directors is present, be valid and effective.
(37) (1) Questions arising at any meeting of the Directors and committee of Directors shall be decided by a majority of votes.
(2) In case of an equality of votes the chairman does not have a second or casting vote.
(38) All Resolutions proposed at a meeting of Directors or committee of Directors shall be seconded and the chairman of a meeting may move or propose a resolution.
(39) 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.
Part 7- Duties of Officers.
(40) (1) The President shall preside at all members 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) The Vice- President shall carry out the duties of the President during his absence.
(42) The Secretary shall
a) conduct the correspondence of the Society.
b) issue notices of meetings of the Society and the Directors,
c) keep minutes of all meetings of the Society and Directors,
d) have custody of all records and documents of the Society except those required to be kept by the Treasurer,
e) have custody of the common seal of the Society, and
f) maintain the register of members.
(43) The Treasurer shall
a) keep such financial records, including books of account, as are necessary to comply with the Societies Act, and
b) render financial statements to the Directors, members and others when required.
(44) (1) The offices of the Secretary and Treasurer may be held by one person who shall be known as Secretary-Treasurer.
(2) Where the Secretary-Treasurer holds office the total number of Directors shall not be less than 5 or such greater number as may have been determined pursuant to By-Law 25 (2).
(45) In the absence of the Secretary from a meeting, the Directors shall appoint another person to act as secretary at the meeting.
Part 8- Seal.
(46) The Directors may provide a common seal for the Society and they shall have power from time to time to destroy it and substitute a new seal in place of the seal destroyed.
(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 the 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 such manner as they decide and in particular but without limiting the generality of the foregoing, by the issue of debentures.
(49) No debenture shall be issued without the sanction of a special resolution.
(50) The members by special resolution restrict the borrowing powers of the Directors but a restriction so imposed expires at the next Annual General Meeting.
Part 10- Auditor
(51) This part applies only where the Society is required or has resolved to have an Auditor.
(52) The first auditor shall be appointed by the Directors who will also fill all vacancies occurring in the office of the Auditor.
(53) At each Annual General Meeting the Society shall appoint an Auditor to hold office until he is re-elected, or his successor is elected at the next Annual General Meeting.
(54) An Auditor may be removed by ordinary resolution.
(55) An Auditor shall be informed forthwith in writing of appointment or removal.
(56) No Director and no employee of the Society shall be an Auditor.
(57) The Auditor may attend Annual General Meetings.
(58) A notice may be given to a member, either personally or by mail to his registered address.
(59) 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 that the notice was properly addressed and put in a Canadian Post Office receptacle.
(60) (1) Notice of a general meeting shall be given to
a) Every member shown on the register of members on the day notice is given, and
b) the Auditor, if Part 10 applies.
(2) No other person is entitled to receive a notice of general meeting.
(61) On being admitted to membership, a member is entitled to and the society shall provide him with access to a copy of the Constitution and By-Laws of the Society. (62) These By-Laws shall not be altered or added to except by special resolution.