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Part 1 Interpretation and
Definitions |
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1.1 |
In these by-laws, unless the context
otherwise requires, |
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(a) |
"directors" means the directors of the
association for the time being |
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(b) |
"Society Act" means the Society Act of the
Province of British Columbia from time to time in force and all amendments
to it. |
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(c) |
"registered address" of a member means his
address as recorded in the register of members |
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(d) |
"Association" means Fairwinds Community
Association |
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(e) |
"special resolution" means a resolution
involving by-law amendments as set out in Society Act |
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(f) |
"standing committee" means a committee
dealing with an on-going concern, composition to be reviewed annually |
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(g) |
"special committee" means a committee
dealing with a specific purpose and has a limited time period of operation |
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1.2 |
The definitions in the Society Act on the
date these by-laws become effective apply to these by-laws |
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1.3 |
Words importing the singular include the
plural and vice versa; and words importing a male person include a female
person and a corporation. |
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1.4 |
The fiscal year of the association shall be
April 1 through March 31 |
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Part 2 Membership |
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2.1 |
Membership in the Association is open to
all residents within the Fairwinds Community and may include all property
owners, renters whilst still renting, and owners of businesses within the
defined Fairwinds Community. |
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2.2 |
Residents, as described in 2.1, may become
individual voting members by registering with the association and paying the
set membership fee and subsequent assessments approved by the association. |
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2.3 |
Every member shall uphold the constitution
and comply with these by-laws. |
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2.4 |
The amount of the membership dues and
subsequent assessments shall be determined by the directors and ratified by
the general membership at the Annual General Meeting of the association. |
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2.5 |
A person shall cease to be a member of the
association |
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(a) |
by delivering his resignation in writing to
the secretary of the association or by mailing or delivering it to the
address of the association; |
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(b) |
on his death or, in the case of a
corporation on dissolution; |
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(c) |
on being expelled |
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(d) |
on ceasing to rent and/or own property
within Fairwinds Community |
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(e) |
on having been a member not in good
standing for 12 (twelve) consecutive months |
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2.6 |
Expulsion of a member from the association |
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(a) |
A member may be expelled by a special
resolution of the members passed at a general meeting |
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(b) |
A brief statement of the reason or reasons
for the proposed expulsion shall accompany the notice of special resolution
for expulsion. |
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(c) |
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. |
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2.7 |
All members are in good standing except a
member who has failed to pay the membership fee or any other subscription or
debt due and owing to the association. This member shall not be in good
standing so long as the debt remains unpaid.
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Part 3 General
Meetings
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3.1 |
Annual General meetings and extraordinary
General Meetings of the association shall be held at the time and place that
the directors decide. |
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3.2 |
Notice of a General Meeting: |
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(a) |
Notice of a general meeting shall be
distributed to all association members in good standing and specify the
place, day and hour of the meeting, and, in the case of special business,
the general nature of that business. |
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(b) |
The accidental omission to give notice of a
meeting to, or the non-receipt of a notice by, an individual member entitled
to receive notice does not invalidate proceedings at the meeting. |
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3.3 |
The Annual general meeting shall be held
during and before the end of April of each year
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Part 4 Proceedings at General
Meetings |
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4.1 |
All business transacted at an annual
general meeting shall include: |
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(a) |
the adoption of Roberts Rules of Order; |
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(b) |
the consideration of the financial
statements; |
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(c) |
the report of the directors; |
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(d) |
the report of the auditor, if any; |
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(e) |
the election of directors; |
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(f) |
the appointment of the auditor, if
required; |
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(g) |
other business specified in the notice of
meeting or that, under these by-laws, ought to be transacted at an annual
general meeting, or business introduced by the report of the directors at
the general meeting |
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(h) |
business introduced without notice by a
member at the annual general meeting may be deferred to a subsequent
extraordinary general meeting. |
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4.2 |
Special business is all business identified
in the notice of an extraordinary general meeting except the adoption of
rules of order; and all business transacted at an annual general meeting
except that listed in 4.1. |
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4.3 |
Quorum at a meeting |
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(a) |
A quorum is 20 (twenty) qualified voting
members present. |
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(b) |
No business, other than the election of a
chairman and the adjournment or termination of the meeting, shall be
conducted at a general meeting when a quorum is not present. |
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(c) |
If at any time during a general meeting
there ceases to be a quorum present, business then in progress shall be
suspended until a quorum is present or until the meeting is adjourned or
terminated. |
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4.4 |
If within 30 (thirty)
minutes from the time appointed for a general meeting a quorum is not
present, the meeting, if convened on the request of member or members, shall
be terminated. In any other case, it shall stand adjourned to the same day
at a later time and if, at the adjourned meeting, a quorum is not present
from the time appointed for the meeting, the members present constitute a
quorum. |
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4.5 |
Subject to by-law 4.6,
the president of the association, or the vice president or, in the absence
of both, one of the other directors present
shall preside as chairman of a
general meeting. |
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4.6 |
If at a general meeting |
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(a) |
there is no president, vice president or
other director present within 15 (fifteen) minutes after the time appointed
for holding the meeting: or |
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(b) |
the president and all the other directors
present are unwilling to act as chairman, the members present shall choose
one of their number to be chairman. |
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4.7 |
(a) |
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. |
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(b) |
When a meeting is adjourned for 10 (ten)
days or more, notice of the adjourned meeting shall be repeated as in the
case of the original meeting. |
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(c) |
When a meeting is adjourned for less than
10 (ten) days, it is not necessary to give additional notice of an
adjournment or of the business to be transacted at an adjourned general
meeting, except as provided in this by-law.
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Part 5 Voting
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5.1 |
Those eligible to vote are: |
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(a) |
resident home owners |
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(b) |
resident home renters |
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(c) |
non-resident property owners |
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(d) |
corporate owners/management |
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Who are members in good standing |
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5.2 |
A member in good standing present at a
meeting of members is entitled to one vote. |
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5.3 |
Voting is by show of hands |
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5.4 |
Voting by proxy is not permitted |
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5.5 |
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 recognized as a member for all purposes with respect to a meeting
of the association. |
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5.6 |
Approval of any motion will be by simple
majority of members present except approval of special resolutions shall
require approval of Ύ (75%) of eligible members in attendance. |
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5.7 |
In the case of an
equality of votes the chairman shall not have a second vote to which he may
be entitled as a member and the proposed resolution shall not pass.
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Part 6 Directors and Officers
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6.1 |
A minimum of 5 (five)
and a maximum of 7 (seven) directors are to be elected by the membership
from the members in good standing. These directors will in turn then elect,
from amongst themselves: a president, a vice-president, a secretary and a
treasurer. |
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6.2 |
The directors may exercise all the powers
and do all the acts and things which the association 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 association in general
meeting, but subject, nevertheless, to |
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(a) |
all laws affecting the association; |
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(b) |
these by-laws; and |
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(c) |
rules, not being inconsistent with these
by-laws, which are made from time to time by the association in a general
meeting |
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6.3 |
Term in office |
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(a) |
The term in office for each director shall
be two (2) years, with approximately half of the directors being
elected/re-elected in alternate years |
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(i) |
directors shall retire from office at the
appropriate general meeting |
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(ii) |
directors are eligible for re-election |
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(b) |
The directors shall retire from office at
the designated annual general meeting when their successors shall be
elected. |
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6.4 |
Election of directors |
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(a) |
An election may be by acclamation;
otherwise it shall be by ballot. |
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(b) |
If no representative is nominated, the
board of directors is empowered to act as a nominating committee to ensure a
full slate of candidates for election. |
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(c) |
When the board of directors functions as
the nominating committee then notice of the candidates must be included in
the notice of the annual general meeting. |
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6.5 |
If a director resigns his office or
otherwise ceases to hold office, the remaining directors shall appoint a
member to complete the term of the former director |
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6.6 |
No act or proceeding of the directors shall
be invalid only by reason of there being less than the prescribed number of
directors in office. |
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6.7 |
The members may by special resolution
remove a director before the expiration of his term of office, and may elect
a successor to complete the term of office. |
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6.8 |
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 association and as approved by vote of the executive board.
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Part 7 Proceedings of Directors and
Committees |
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7.1 |
(a) |
the directors may meet together at a time
and place appropriate to dispatch business, adjourn and otherwise regulate
their meetings and proceedings, as they see fit. |
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(b) |
The quorum shall be a majority of the
directors then in office. |
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(c) |
The president shall be chairperson of all
meetings of the directors, but if at a meeting the president is not present
within 30 (thirty) minutes after the time appointed for holding
the meeting, the vice president shall act as chairperson; but if neither is
present the directors present may choose one of their number to be
chairperson at that meeting |
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(d) |
A director may at any time, and the
secretary, on the request of a director, shall, convene a meeting of the
directors with a minimum of 24 (twenty-four) hours notice. |
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7.2 |
(a) |
The directors may delegate any, but not
all, of their powers to committees. |
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(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. |
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7.3 |
The "Executive Council" shall consist of
elected officers and directors. |
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7.4 |
The "General Council" shall consist of |
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(a) |
the directors; |
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(b) |
committee chairperson(s) and co-chairperson(s); |
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(c) |
area representative(s) |
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7.5 |
Standing committees shall be comprised of 1
(one) or more directors and committee members appointed from the general
membership and shall be formed for the following purposes: |
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(a) |
Social Committee to facilitate area
social activities and functions |
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(b) |
Communications Committee to generate
information and keep the membership informed. |
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(c) |
Covenant Committee to work with area
covenants and compliance to them. |
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(d) |
Welcoming Committee to ensure new
residents to the area are informed and welcomed. |
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(e) |
Parks Committee to work for the
betterment of our community parks and to liaise with District 69 Parks and
Recreation Department, to promote this objective. |
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7.6 |
A standing committee shall elect a
chairperson of its meetings; but if no chairperson is elected, or if at a
meeting the chairperson is not present within 30 minutes after the time
appointed for holding the meeting, the director present shall choose one of
their number to be chairperson of the meeting. |
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7.7 |
The members of a committee may meet and
adjourn as they think proper. |
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7.8 |
A director who shall be absent temporarily
from British Columbia shall advise the secretary for the purpose of
receiving notices of meetings of directors. |
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7.9 |
Questions arising at a meeting of the
directors and committees shall be decided by a majority of votes. |
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7.10 |
A decision 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
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Part 8 - Duties of Officers
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8.1 |
The president |
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(a) |
shall preside at all meetings of the
association and of the directors. |
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(b) |
is the chief executive officer of the
association and shall supervise the other officers in the execution of their
duties. |
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8.2 |
The vice president shall carry out the
duties of the president during his absence. |
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8.3 |
The secretary shall |
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(a) |
conduct the correspondence of the society; |
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(b) |
issue notice of meetings of the association
and directors; |
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(c) |
keep minutes of all meetings of the
association and directors; |
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(d) |
have custody of all records and documents
of the society except those required to be kept by the treasurer; and |
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(e) |
have custody of the common seal of the
association, if applicable; |
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8.4 |
The treasurer shall |
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(a) |
keep the financial records, including books
of account, necessary to comply with the Society Act; |
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(b) |
render financial statements to the
directors, members and others when required; and |
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(c) |
maintain the register of members. |
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8.5 |
The offices of secretary and treasurer may
be held by one person who shall be known as the secretary-treasurer. |
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8.6 |
In the absence of the
recording secretary from a meeting, the directors shall appoint another
person to act as recording secretary at the meeting.
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Part 9
Borrowing
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9.1 |
In order to carry out
the purposes of the association the directors may, with the approval of the
general membership, on behalf of and in the name of the association, 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 debenture. |
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9.2 |
No debenture shall be
issued without the sanction of a special resolution approved by the general
membership. |
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9.3 |
The members may by
special resolution restrict the borrowing powers of the directors, but a
restriction imposed expires at the next annual general meeting.
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Part 10
Auditor
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10.1 |
This part applies only
where the association is required or has resolved to have an auditor. |
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10.2 |
At each annual general
meeting the association shall approve the appointment of the auditor to hold
office until he is re-elected or his successor is elected at the next annual
general meeting. |
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10.3 |
An auditor may be
removed by ordinary resolution. |
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10.4 |
An auditor shall be
promptly informed in writing of appointment or removal. |
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10.5 |
No director and no
employee of the association shall be auditor. |
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10.6 |
The auditor may attend
general meetings.
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Part 11 Notice
to Members
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11.1 |
A notice may be given
to a member either personally or by mail to him at his registered address. |
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11.2 |
A notice sent by mail
shall be deemed to have been given on the second day following that on which
the notice is sent, and in proving that notice has been given it is
sufficient to prove the notice was properly addressed. |
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11.3 |
Notice of a general
meeting shall be given to |
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(a) |
every member shown on
the register of members on the day notice is given: and |
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(b) |
the auditor, as Part
10 applies |
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(c) |
no other person is
entitled to receive a notice of a general meeting.
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Part 12
By-laws
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12.1 |
On being admitted to membership, each new
member may request a copy of the constitution and by-laws of the society.
The constitution and by-laws will be accessible to all members on the
association website. |
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12.2 |
these by-laws shall not be altered or added
to except by special resolution.
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Attachment: |
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From: |
Nanoose Bay Official Community Plan |
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Title: |
Fairwinds Planning Area Urban Boundary
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