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Bylaws of the Pemberton Wildlife Association

Part 1 - Interpretation
1.1 In these bylaws, unless the context otherwise requires:
"Act" means the Societies Act of the Province of British Columbia from time to time in force and all amendments to it.
"board, "board of directors", "directors" means the directors of the society for the time being.
"bylaws" means these bylaws as altered from time to time.
"general meeting" means an annual general meeting or a special general meeting of the members.
"registered address" of a member means his address, which may be an e-mail address, as recorded in the register of members.
"regular meeting" means a Board and All Members meeting.
"special resolution" means a resolution passed at a general meeting by at least 2/3 of the votes cast by the voting members.
"term of membership" means all memberships run from January 1 to December 31 and expire each
year on December 31, unless the membership renewal dues are paid prior to December 31.

1.2 Words importing the singular include the plural and vice versa; and words importing a male person including a female person and a corporation.

Definitions in Act apply
1.3 The definitions in the Act apply to these bylaws.

Conflict with Act or regulations

1.4 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.

Part 2 - Membership
Application for membership
2.1 The membership of the club shall be open to any person who abides by the objectives of the club.
2.2 A person applying for membership shall complete and sign the application form, complete the requirements as set out in the application form and upon acceptance by the directors of the society and payment of the current annual dues shall be a member.
2.3 The directors will prescribe the form or forms and requirements for membership applications.

Duties of members
2.4 Every member shall uphold the constitution and comply with these bylaws.

Amount of membership dues
2.5 The annual membership dues shall be determined by the board at the annual general meeting.

Member not in good standing
2.6 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 as long as the debt remains unpaid.

Cease to be a Member

2.7 A member's membership terminates when:

(a) the member's term of membership expires;

(b) by delivering his resignation in writing to the secretary of the society, by mailing, by electronic means, or delivering it to the address of the society;
(c) on his death or in the case of a corporation on dissolution;
(d) on being expelled; or
(e) on having been a member not in good standing for 1 month.

Termination of membership

2.8 A member may be expelled by a special resolution of the members passed at a general meeting.
(a) The notice of special resolution for expulsion shall be accompanied by a brief statement of the
reason or reasons for the proposed expulsion.

(b) The person who is the subject of the proposed resolution shall be given an opportunity to be heard at the general meeting before the special resolution is put to a vote.

Part 3 - General Meetings of Members

Time and place of general meeting
3.1 General meetings of the society must be held at the time and place that the Board determines.
Notice of general meeting

3.2 Notice of a general meeting shall:
(a) specify the place, day and hour of meeting and in the case of special business, or Special R
esolution, the general nature of that business and/or the wording of a Special Resolution.

(b) be sent to every member at least 7 days and not more than 21 days prior to the meeting.

3.3 The notice referred to in subsection 3.2 (a) & (b) may be given by mail or be provided to a member who has provided an email address, by email to that email address.

3.4 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.

Annual general meeting

3.5 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.

Part 4 - Proceedings at General Meetings

Ordinary business at general meeting
4.1 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;
(d) election or appointment of directors;
(e) business arising out of a report of the directors not requiring the passing of a special resolution.

Notice of special business
4.2 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

4.3 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 vicepresident are unable to preside as the chair.

Alternate chair of general meeting
4.4 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
4.5 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

4.6  The quorum for the transaction of business at a general meeting is eight (8) voting members of which
four (4) must be directors.

Lack of quorum at commencement of meeting

4.7 If, within 15 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, if within 15 minutes from the time appointed for an Annual or Special General Meeting a quorum is not present, the eligible voters present in person shall constitute a quorum for that meeting.

Continued quorum

4.8  If a quorum was registered to begin with, but members leave the meeting, the continued presence of a quorum is presumed.

Adjournments by chair
4.9 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
4.10 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
4.11 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 period,

(ii) receive any other reports of directors' activities and decisions since the previous annual general meeting,
(iii) elect or appoint directors,
(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
4.12 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.
4.13 A member in good standing present at a general meeting is entitled to one vote.

Announcement of result

4.14 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
4.15 Voting by proxy is not permitted.

Matters decided at general meeting by ordinary resolution
4.16 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.

4.17 No resolution proposed at a meeting need be seconded and the chairman of a meeting may move or propose a resolution.

4.18 In case of an equality of votes the chairman shall not have a 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.

Requisition of general meeting by members

4.19 A general meeting may be requisitioned upon the written request of at least 10% of the voting mem
bers stating the purpose of the general meeting. The directors will convene a general meeting within
21 days.

Part 5 - Directors and Officers
Authority of directors to conduct society business
5.1 (a) The directors may exercise all the powers and do all the acts and things, that the society may exercise and do, and which are not by these bylaws or by statute or otherwise lawfully directed or required to be exercised or done by the society in general meeting, but subject, nevertheless, to:
(i) all laws affecting the society;
(ii) these bylaws; and
(iii) rules, not being inconsistent with these bylaws, which are made from time to time by the society in general meeting.
(b) 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.

Number of directors

5.2 The number of directors shall be 9 or a greater number determined from time to time at a general meeting.

Eligibility to act as director
5.3 No person with an undischarged bankruptcy pending may be a director.
5.4 No person who has been charged with fraud in the last five years may be a director.

5.5 A person who has been charged with any other offence in the last five years may be eligible for election as a director at the discretion of the directors.

5.6 Persons of the age of 16 up to the age of majority may be eligible for election as a director at the discretion of the directors with defined responsibilities.

Election of directors

5.7 (a) In order that the business of the society may continue in an effective manner, the elected directors shall be divided into two groups, each of which shall serve a term of two years. The term of office of these groups shall be staggered so that only one group comes up for re-election or replacement each year. Thereafter, as the term of each elected director expires, a successor shall be elected by the Society at its Annual General Meeting to serve for a term of two years. Directors shall be elected for a term of two years, as follows:
(i) In even calendar years, President, Vice President and a minimum of 5 directors shall be elected.
(ii) In odd calendar years, the Treasurer, Secretary and Membership Coordinator and a minimum of 4 directors shall be elected.
(b) Separate elections shall be held for each office to be filled.
(c) An election may be by acclamation; otherwise it shall be by ballot.
(d) If no successor is elected the person previously elected or appointed continues to hold office.

Directors may fill casual vacancy on Board
5.8 (a) The directors may at any time and from time to time appoint a member as a director to fill a vacancy in the directors.
(b) 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.
(c) No act or proceeding of the directors is invalid only by reason of there being less than the prescribed number of directors in office.

Duties of directors

5.9 Directors must, when exercising the powers and performing the functions of a director:
(a) act honestly and in good faith with a view to the purposes, and the best interests, of the society,

(b) exercise the care, diligence and skill that a reasonably prudent individual would exercise in comparable circumstances,
(c) act in accordance with the Act and the regulations, and these Bylaws.

Disclosure of director's interest
5.11 Directors that have a direct or indirect material interest in:
(a) a contract or transaction, or a proposed contract or transaction, of the society, or
(b) a matter that is or is to be the subject of consideration by the directors, if that interest could result in the creation of a duty or interest that materially conflicts with that director's duty or interest as a director. must disclose fully and promptly to the other directors the nature and extent of the director's interest, and further must,
(c) abstain from voting on a directors' resolution or consenting to a consent resolution of directors in respect of the contract, transaction or matter referred to in subsection 5.11 (a) and (b),
(d) leave the directors' meeting, if any,
(i) when the contract, transaction or matter is discussed, unless asked by the other directors to be present to provide information, and

(ii) when the other directors vote on the contract, transaction or matter, and
(e) refrain from any action intended to influence the discussion or vote.
5.12 A disclosure under section (5.11) must be recorded in at least one of the following records:
(a) the minutes of a meeting of directors;
(b) a consent resolution or email resolution of directors.

Part 6 - Proceedings of Directors
Calling regular meeting
6.1 A regular meeting may be called by the president or by any 2 other directors.
Notice of regular meeting

6.2 At least 2 days' notice of a regular meeting must be given unless all the directors agree to a shorter
notice period.

Proceedings valid despite omission to give notice

6.3 The accidental omission to give notice of a regular meeting to a director, or the non-receipt of a notice by a director, does not invalidate proceedings at the meeting.Conduct of regular meetings

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

Quorum of directors
6.5 The quorum for the transaction of business at a regular meeting is four (4) directors.

Written resolutions
6.6 The directors may pass a directors consent resolution without meeting if all of the directors consent to the resolution in writing or by electronic means. A resolution passed in this manner will be brought forward for information only to the next regular meeting, except in the case of confidential matters which will remain in-camera.
6.7 A resolution in writing, signed by all of the directors and placed with the minutes of the directors or a resolution consented to by email by all of the directors is as valid and effective as if regularly passed at a meeting of drectors.

In-camera meetings
6.8 (a) An in-camera meeting may be called by the president or by any 2 other directors;
(b) At least 2 days' notice of an in-camera meeting must be given unless all the directors agree to a shorter notice period;
(c) The accidental omission to give notice of a regular meeting to a director, or the non-receipt of a notice by a director, does not invalidate proceedings at the meeting;
(d) Director's in-camera resolutions are to be brought forward for information only to the next regular meeting, except in the case of resolutions pertaining to confidential matters which will remain in-camera.

Committees of the board
6.9 (a) The directors may delegate any, but not all, of their powers to committees consisting of the member or members as they think fit.
(b) A committee so formed in the exercise of the powers so delegated shall conform to any rules imposed on it by the directors, and shall report every act or thing done in exercise of those powers to the earliest meeting of the directors to be held after it has been done.
(c) The members of a committee may meet and adjourn as they think proper.

Part 7 - Duties of Officers
Role of president

7.1 (a) The president shall preside at all meetings of the society and of the directors.

(b) The president is the chief executive officer of the society and shall supervise the other officers in the execution of their duties.

Role of vice-president

7.2 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
7.3 The secretary shall:
(a) conduct the correspondence of the society;
(b) issue notice of meetings of the society and 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) file the annual report of the Society and make any other filings with the registrar under the Act;
(f) identify the official office of the Society and have custody of all records there including a certified copy of Incorporation, a certified copy of the Constitution and By-Laws, Statement Form II list of directors or Form 7 legal orders from a court of the government and all other documents of the Society except those required to be kept by the treasurer;
(g) maintain the written consent from all directors to act as directors;
(h) maintain a record of each evidence of a conflict of interest disclosure;
(i) have custody of the common seal of the society.

Absence of secretary from meeting

7.4 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

7.5 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.

Role of membership coordinator

7.6 The membership coordinator shall:
(a) maintain the register of members including member's names, class of membership and contact

(b) maintain the range pass system;
(c) administrate the range gate key card system.

Part 8 - Remuneration of Directors and Signing Authority
Remuneration of directors
8.1 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.
8.2 A director shall be reimbursed for all expenses necessarily and reasonably incurred by him while engaged in the affairs of the society and further provided that honorariums may be dispensed by Board resolution.

Signing authority

8.3 A contract or other record to be signed by the Society must be signed on behalf of the Society
(a) by the president,

(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 9 - Borrowing
9.1 In order to carry out the purpose of the society the directors may, on behalf of and in the name of the society, raise or secure the payment or repayment of money in the manner they decide, and, in particular but without liiting the foregoing, by the issue of debentures.
9.2 No debenture shall be issued without the sanction of a special resolution..

9.3 The members may by special resolution restrict the borrowing powers of the directors, but a re
striction imposed expires at the next annual general meeting.

Part 10 - Notices to Members

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

10.2 A notice sent by mail shall be deemed to have been given on the second day following that on which the notice was posted, and in proving that notice has been given it is sufficient to prove the notice was properly addressed and put in a Canadian post office receptacle.

10.3 Notice of a general meeting shall be given to every member shown on the register of members on the day notice is given.

Part 11 - Bylaws

11.1 On being admitted to membership, each member will be directed where to obtain a copy of the
Constitution and By-laws of the Society.

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

Part 12 - Previously Unalterable Provisions
12.1 In this constitution, unless the context otherwise requires, "Pemberton area" encompasses the Lillooet River Watershed and the Gates River (Creek) Watershed. This provision was previously unalterable.
12.2 The aims of the Society shall be carried out without purpose of gain for its members and any profit or
other accretion to the Society shall be used for furthering its aims. This provision was previously unalterable.

Part 13 - Member Funded Society
13.1 This Society shall be a Member Funded Society

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