BB&C Constitution and Bylaws

Constitution

1. The name of the society is Big Blue and Cousins: The Greater Victoria Personal Computer Users' Association.
2. The purposes of the society are to:
   1. Serve as a means for sharing common interests and concerns of computer users.
   2. Promote the exchange of information among members.
3. The purposes of the Association shall be carried out without purpose of gain for its members and any profits or other accretion to the Association must be used for promoting its purposes. This clause is unalterable.

Bylaws

Part 1 - Interpretation

1. In these bylaws, unless the context otherwise requires,
1. "directors" means the directors of the society for the time being;
2. "Society Act" means the Society Act of the Province of British Columbia from time to time in force and all amendments to it;
3. "registered address" of a member means the member's address as recorded in the register of members.
2. The definitions in the Society Act on the date these bylaws become effective apply to these bylaws.
3. Words importing the singular include the plural and vice versa; and words importing a male person include a female person and a corporation.

Part 2 - Membership

4. The members of the society are those persons who have become members in accordance with these bylaws and have not ceased to be members.
5. There are two classes of membership:
1. Regular; and
2. Associate.
6. A person may apply to the directors for membership in the society and on acceptance by the directors is a regular member. Persons listed as associated with that member in an application for a regular membership and who:
1. are members of a Regular member's immediate family and living in the same household; or
2. are members of an organization represented by a regular member;
and are accepted by the directors, are associate members.
7. Every member must uphold the constitution and comply with these bylaws.
8. The amount of the annual membership dues must be determined at a general meeting of the society.
9. A person ceases to be a member of the society:
1. by delivering his or her resignation in writing to the secretary of the society or by mailing or by delivering it to the address of the society; or
2. on his or her death; or
3. on being expelled; or
4. on having been a member not in good standing for three consecutive months; and
5. if a Regular Member ceases to be a member, then any persons who are associated with that member, also cease to be members unless one of those associated members applies for regular membership and is accepted by the directors as a Regular Member.
10. A member may be expelled by special resolution of the voting members passed at a general meeting.
1. The notice of special resolution for expulsion must be accompanied by a brief statement of the reason for the proposed expulsion.
2. The person who is subject of the proposed resolution for expulsion must be given an opportunity to be heard at the general meeting before the special resolution is put to a vote.
11. All members are in good standing except a member who has failed to pay his or her current annual membership fee or any other subscription or debt due and owing by the member to the society and the member is not in good standing so long as the debt remains unpaid. If a regular member is not in good standing, then the members associated with that member, are also not in good standing.

Part 3 - General Meetings

12. General meetings of the society must be held at the time and place, in accordance with the Society Act, that the directors decide.
13. The directors
1. may, when they think fit, convene a general meeting; and
2. must, on the requisition of 10% or more of the voting members convene a general meeting.
14. The society must give not less than 14 days' written notice to all voting members of a general meeting.
15. Notice of a general meeting must specify the place, day and hour of the meeting, and the general nature of the business to be conducted. The accidental omission to give notice of a meeting to, or the non-receipt of a notice does not invalidate proceedings at that meeting.
16. An annual general meeting must 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. Business to be conducted at an annual general meeting must include the following:
1. Presentation of the minutes of the last preceding annual general meeting and adoption of the minutes if they were not adopted at a subsequent general meeting;
2. Reports by the directors;
3. Presentation and adoption of the financial statement; and
4. Election of directors.
17. Member voting rights are limited to the following:
1. Regular members are voting members.
2. Associate members are non-voting members.
3. The number of non-voting members must not exceed the number of voting members.
4. Each voting member in good standing has one vote. The chair has the same voting rights as any other member and does not have a second or casting vote on any resolution at any meeting.
5. Voting is by show of hands.
6. Voting by proxy is not permitted.
18. A quorum is 2.5% of the voting members then listed in the register of members or a number not less than 3 that the members should determine at a general meeting.
1. Business, other than an election of a chair and the adjournment or termination of the meeting, must not 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 must be suspended until there is a quorum present or until the meeting is adjourned or terminated.
3. 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, must be terminated; but in any other case, it must stand adjourned to the same day in the next month, 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 constitute a quorum.
19. The president of the society, the vice president or, in the absence of both, one of the directors present, must preside as chair of a general meeting. However, if:
1. there is no president, vice president or other director within 15 minutes after the time appointed for holding the meeting; or
2. the president and all the other directors present are unwilling to act as chair, the members present must choose one of their number to be the chair.
20. A general meeting may be adjourned from time to time and from place to place, but business must not be conducted at an adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.
21. When a meeting is adjourned for 10 days or more, notice of the adjourned meeting must be given as in the case of the original meeting.
22. Resolutions are either:
1. a "special resolution" which means a resolution passed in general meeting by a majority of not less than 75% of the votes of those members of a society who, being entitled to do so, vote; or
2. an "ordinary resolution" which means a resolution passed in general meeting by the members of a society by a simple majority of the votes cast.
23. A special resolution at a general meeting is required to:
1. change the name of the society;
2. change the purpose of the society;
3. amalgamate with another society to form a new society;
4. change the bylaws of the society;
5. approve a director not having to account for profit where he would otherwise be in a conflict of interest;
6. remove a director from office;
7. issue a debenture; or
8. change the constitution of the society.
24. An ordinary resolution at a general meeting is required to approve any business that does not otherwise require a special resolution.
25. A resolution proposed at a meeting need not be seconded and the chair of a meeting may move or propose a resolution.

Part 4 - Directors

26. The directors of the society are the president, vice president, secretary, treasurer, membership director, and such other directors as appointed or elected in accordance with bylaw 27, except that the positions of secretary and treasurer may be held by one person known as the secretary-treasurer.
27. The directors of the society are those voting members who have been:
1. elected to serve as a director at an annual general meeting; or
2. appointed by the directors to fill a vacancy in the directors; or
3. elected by the members at a general meeting to replace a director removed by special resolution;
and whose names are filed with the registrar of societies within 14 days of being elected or appointed.
28. 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 a general meeting, but subject, nevertheless, to
1. all laws affecting the society;
2. these bylaws; and
3. rules, not being inconsistent with these bylaws, which are made from time to time by the society in a general meeting.
29. A rule, made by the society in a general meeting, does not invalidate a prior act of the directors that would have been valid if that rule had not been made.
30. The president must have served as a director for at least one term, but this rule may be waived, for the forthcoming term only, by ordinary resolution at a general meeting.
31. The directors must retire from office at each annual general meeting when their successors are elected.
1. Separate elections must be held for each office to be filled.
2. An election may be by acclamation, otherwise it must be by majority of votes.
3. If no successor is elected the person previously elected or appointed continues to hold office.
32. If a director resigns his or her office or otherwise ceases to hold office, the remaining directors must appoint a member to take the place of the former director. A director so appointed holds office only until the conclusion of the next annual general meeting of the society or until the other directors rescind his or her appointment.
33. No act or proceeding of the directors is invalid only by reason of there being less than the prescribed number of directors in office.
34. 1. The members may by special resolution remove a director before the expiration of his or her term of office, and may elect a successor to complete the term of office.
    2. A director who fails to attend three consecutive regular meetings of the directors without reasonable cause shall be deemed to have resigned.
35. A director must not be remunerated for being or acting as a director but a director must, on request, be reimbursed for all expenses necessarily and reasonably incurred by the director while engaged in the affairs of the society. All applications for reimbursement must be accompanied by a receipt or other means to substantiate the amount of the expense before reimbursement is made.

Part 5 - Proceedings of Directors and Committees

36. The directors may meet together at the places they think fit to dispatch business, adjourn and otherwise regulate their meetings and proceedings, as they see fit.
37. The directors may from time to time fix the quorum necessary to conduct business, and unless so fixed the quorum is a majority of the directors then in office.
38. The president is the chair of all meetings of the directors, but if at a meeting the president is not present within 15 minutes after the time appointed for holding the meeting, the vice president is the chair, but if neither is present, the directors present may choose one of their number to be the chair of the meeting.
39. A director may at any time, and the secretary, on the request of a director, must, convene a meeting of the directors.
40. For a first meeting of directors held immediately following the appointment or election of a director or directors at an annual or other general meeting of the 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 constituted, if a quorum of the directors is present.
41. 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, cable or email, of any meeting of the directors and may at any time withdraw the waiver, and until the waiver is withdrawn,
1. A notice of meeting of the directors is not required to be sent to that director; and
2. 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 the directors is present, be valid and effective.
42. A resolution in writing, signed by all directors and placed with the minutes of the directors is as valid and effective as if regularly passed at a meeting of directors.
43. The directors may delegate any, but not all, of their powers to individual directors or to committees as they think fit. Such committees must consist of a director, who will exercise the powers so delegated, and other members who may or may not be directors and who will act under the supervision of the director.
44. A committee so formed in the exercise of the powers so delegated must conform to any rules imposed on it by the directors, and must report every act or thing done in exercise of those powers to the earliest meeting of the directors to be held next after it has been done.
45. Committees, chaired by a person other than a director, may also be formed to perform only those duties specified by the directors.
46. A committee must elect a chair of its meetings; but if no chair is elected, or if at a meeting the chair is not present within 15 minutes after the time appointed for holding the meeting, the members of the committee must choose one of their number to be chair of the meeting.
47. The members of a committee may meet and adjourn as they think proper.
48. Questions arising at a meeting of the directors and committee of directors must be decided on a majority of votes.
49. No resolution proposed at a meeting of directors or a committee need be seconded and the chair of a meeting may move or propose a resolution.

Part 6 - Duties of Directors

50. The President presides at all general meetings of the society and meetings of the directors. The President is chief executive officer of the society and supervises the other directors in the execution of their duties.
51. The Vice President carries out the duties of the president during the president's absence.
52. The Secretary must:
1. conduct the correspondence of the society;
2. issue notices of general meetings of the society and meetings of the directors;
3. keep minutes of the society and directors;
4. have custody of all records and documents of the society except those required to be kept by the treasurer and the Membership Director;
5. have custody of the common seal of the society; and
6. file reports as required by the Society Act.
53. The Treasurer must
1. keep the financial records, including books of account, necessary to comply with the Society Act; and
2. render financial statements to the directors, members and others when required.
54. The Membership Director manages or supervises the management of membership promotion activities; and must maintain a register of members necessary to comply with the Society Act.
55. In the absence of the Secretary from a meeting, the directors must appoint another person to act as secretary at the meeting.

Part 7 - Seal

59. The directors may provide a common seal for the society and may destroy a seal and substitute a new seal in its place.
60. The common seal must 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 secretary treasurer.

Part 8 - Borrowing

61. 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 the manner they decide, and, in particular but without limiting the foregoing, by the issue of debentures.
62. A debenture must not be issued without the authorization of a special resolution.
63. The members may, by special resolution, restrict the borrowing powers of the directors, but a restriction imposed expires at the next annual general meeting.

Part 9 - Auditor

64. If the directors at any time, or the members by ordinary resolution at a general meeting, determine that the appointment of an auditor is necessary, then an auditor must be appointed in accordance with the applicable provisions of the Society Act.

Part 10 - Notices to Members

65. A notice may be given to a member, either personally or by mail to the member at the member's registered address.
66. A notice sent by mail is deemed to have been given on the third working day following that on which notice is posted, and in proving that the notice has been given it is sufficient to prove the notice was properly addressed and put in a Canadian post office receptacle.
67. Notice of a general meeting must be given to every voting member shown on the register of members on the day notice is given; and to the auditor, if Part 9 applies. No other person is entitled to receive a notice of general meeting.

Part 11 - Documents

68. On being admitted to membership, each voting member is entitled to, and the society must give the member, without charge, a copy of the constitution and bylaws of the society.
69. All documents of the society, including accounting records, with certain exceptions noted below, must be open to inspection by any member in good standing, upon reasonable notice being given. The exceptions are documents containing information that would compromise the security of the society or the privacy of individual members.

As Accepted for filing by the Registrar of Companies on April 17, 1998.

These bylaws are subject to the provisions of the
BC Society Act.

Robert's Rules of Order.

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