the governing body for Biathlon in British Columbia

Bylaws

CONSTITUTION

1. The name of the Society is “THE BIATHLON SOCIETY OF BRITISH COLUMBIA”.

2. The purposes of the Society are:

a. to function as the governing body of Biathlon British Columbia;

b. to promote and co-ordinate competitive and non-competitive development of biathlon, including the operation of a provincial team and a provincial competitive program;

c. to provide guidance, information and assistance to the members of the Society to further the achievement of these objects, and the development of biathlon programs within the Province;

d. to exercise exclusive jurisdiction over all matters pertaining to the participation of British Columbia biathlon teams in national championships and other competitions;

e. to promote and encourage physical fitness and public participation in athletic activities in general, and biathlon in particular.

3. Irrevocable Dissolution:

a. “In the event of the winding up or dissolution of the Society, the assets of the Society remaining after all debts of the Society have been paid, or provision for payment has been made, must, by resolution of the members, be transferred to an organisation or organisations having a purpose similar to this Society, or being otherwise deserving of support, and registered as a Society organisation under the Societies Act.

b. “The aforesaid paragraph must not be alterable by any resolution or special resolution of the members of the Society.”

BYLAWS

PART 1 – INTERPRETATION

1) In these by-laws, unless the context otherwise requires,

a) “Club Representative” means the individual who is listed as the club representative in the members’ most recent membership application in Biathlon Canada, or another person authorized in writing by the president or chair or the member, as appropriate, to act as the club representative.

b) “directors” means directors of the Biathlon Society of British Columbia for the time being;

c) “Registered Participants” means the individuals who have registered with Biathlon Canada in its most recently completed membership year as members of a Club in the province of British Columbia; and

d) “Society Act” means the Society Act of the province of British Columbia from time to time in force and all amendments to it.

2) The definitions in the Society Act on the date these by-laws 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) There shall be one class of membership in Biathlon BC which shall be clubs.

5) A club may apply to the directors for membership in the society, and on acceptance by the directors and payment of the annual membership dues will be a member.

6) On being admitted to membership, each member is entitled to, and the society must make available to him upon request, without charge, a copy of the constitution and bylaws of the Society.

7) Every member must uphold the constitution and comply with these bylaws.

8) The amount of annual membership dues shall be determined by the directors.

9) A member will cease to be a member of the society:

a) by having its Club Representative deliver its resignation in writing to the secretary of the society or by mailing or delivering it to the address of the society;

b) in the case of a corporation, on dissolution; or

c) on being expelled.

10) 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 must be accompanied by a brief statement of the reason or reasons for the proposed expulsion.

b) The Club Representative of the member who is the 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 its annual membership fee for the most recently completed membership year, or any other subscription or debt due and owing by it to the society and it is not in good standing so long as the fee, subscription or debt remains unpaid.

PART 3 – MEETINGS OF MEMBERS

12) General meetings of the society may be held at such time and place, in accordance with the Society Act, as the directors decide.

13) Every general meeting, other that the annual general meeting, is an extraordinary general meeting.

14) The directors may, whenever they think fit, convene an extraordinary general meeting.

15) Notice of a general meeting must be given to

a) every Club Representative, and

b) if Part 10 applies, the auditor.

16) No other person is entitled to receive a notice of general meeting.

17) A notice may be given to a member by fax, e-mail, or mail to its Club Representative.

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

19) Notice of general meeting must specify the place, day and time of the meeting, and, in the case of special business, the general nature of that business.

20) 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 the proceedings at that meeting.

21) Notice must be given 14 days in advance of the meeting date.

22) The first annual general meeting of the society must be held not more than 15 months after the date of incorporation and thereafter 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 preceding annual general meeting.

PART 4 – PROCEEDINGS AT MEETINGS OF MEMBERS

23) Special business is:

a) all business at an extraordinary general meeting except the adoption of rules of order, and

b) all business conducted at an annual general meeting except the following:

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 required;

v) the election of directors;

vi) the appointment of the auditor if required, and;

vii) such other business as, under these bylaws, ought to be conducted 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.

24) No business, other than the election of a chair and secretary and the adjournment or termination of the meeting, may be conducted at a general meeting at a time when a quorum is not present.

25) 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.

26) A quorum is 33% of the number of Club Representatives of members currently in good standing, provided that such Club Representatives represent at least 33% of the total number of Registered Participants from members currently in good standing, or such greater number of members or Registered Participants as the members may determine at a general meeting.

27) 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 the members, must be terminated; but in any other case, it will stand adjourned to the same day in the next week, at same time and place, and if, at the adjourned meeting, a quorum is not present within 30 minutes from the appointed time for the meeting, the members present constitute a quorum.

28) The chair and secretary for a general meeting will be elected by the members.

29) Adjournment:

a) A general meeting may be adjourned from time to time and from place to place, but no business may be conducted at an adjourned meeting other than business left unfinished at the meeting from which the adjournment took place.

b) 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.

c) Except as provided in this by-law, it is not necessary to give notice of an adjournment or of the business to be conducted at an adjourned meeting.

30) Tie votes:

a) Every resolution proposed at meeting needs to be seconded and the chairman of a meeting may move or propose a resolution.

b) In case of an equality of votes the chair does 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 does not pass.

31) Voting

a) At any general meeting, members will carry the following votes: 1-19 Registered Participants: 1 vote; 20-39 Registered Participants: 2 votes; 40-79 Registered Participants: 3 votes; 80-119 Registered Participants: 4 votes; 120 or more Registered Participants: 5 votes.

b) Members who are not in good standing have their voting privileges suspended as long as their membership remains not in good standing.

c) An accreditation of Member votes shall be conducted at all general meetings, prior to any voting taking place. The chair of the meeting is empowered to propose solutions to disputes regarding accreditation and such solutions shall be final and binding once passed by a majority of all undisputed votes.

d) Voting is by show of hands.

e) Voting by proxy is not permitted.

32) The Club Representative shall be the only person allowed to exercise a members’ right to vote at a meeting of the members.

PART 5 –DIRECTORS,AND OFFICERS

33) Board powers:

a) The Board may exercise all the powers and do all the acts and things as the society may exercise and do, and that 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 by-laws, that 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 Board that would have been valid if that rule had not been made.

34) Directors:

a) The number of directors who constitute the Board must be 6 ,or such greater number as may be determined from time to time at a general meeting.

b) The President, Vice President – Administration and Operations, Vice President – Program Development and Delivery, Vice President – Marketing, Secretary, and Treasurer are directors of the society.

35) Directors terms:

a) The directors must retire from office at an annual general meeting when their successor will be elected.

b) Separate elections must be held for each office to be filled.

c) An election may be by acclamation; otherwise it will be by ballot.

d) The terms of office for Directors will be two years.

e) The terms of office of President, Vice-President- Program Development and Delivery, and Secretary will expire in even numbered years.

f) The terms of office of Vice President – Administration and Operations, Treasurer, and Vice President – Marketing will expire in odd numbered years.

36) Appointments:

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 normal term of office of that director, but is eligible for election to that position at that time.

37) Resignations:

a) If a director resigns his office or otherwise ceases to hold office, the remaining directors may appoint a member to take the place of the former director.

b) No act or proceeding of the directors is invalid only because there are fewer than the prescribed number of directors in office.

38) The members may, by special resolution, remove a director from his term of office, and the directors may appoint a different person as successor to complete that term of office.

39) No director may be remunerated for being or acting as a director but a director may be reimbursed for all expenses necessarily and reasonably incurred by him while engaged in the affairs of the society.

PART 6 – PROCEEDINGS OF THE BOARD OF DIRECTORS,

40) Board of Directors meetings:

a) The directors may meet together at such places as they think fit for the dispatch of business, adjourn and otherwise regulate their meetings and proceedings as they see fit, subject to 41) b) below.

b) No fewer than two Directors meetings in each year must be devoted entirely to long term and strategic planning. No other business may be placed on the agenda or conducted at these meetings.

c) Directors meetings may be conducted in person, by telephone, video conferencing, e-mail, or online chat room.

d) The directors may from time to time set the quorum necessary to conduct business. The minimum quorum will be 3 directors. For the purpose of constituting a quorum, a director may be present by video, telephone or on-line.

e) The President will be chair of all meetings of the directors; but if at any meeting the president is not present within 30 minutes after the time appointed for the meeting, the Vice-president -Administration and Operations will act as chair, but if neither is present the directors present may choose one of their number to be chair at that meeting.

f) A director may at any time request a meeting, and the secretary, on the request of a director, must convene a meeting of directors. Notice of such a meeting must be no less than 72 hours.

g) If within 30 minutes from the time appointed for a directors meeting a quorum is not present, the meeting, if convened on the requisition of a director, must be terminated; but in any other case, it must stand adjourned to the same day in the next week, at same time and place, and if, at the adjourned meeting, a quorum is not present within 30 minutes from the appointed time for the meeting, the members present constitute a quorum.

41) Delegation:

a) The directors may delegate any, but not all, of their powers to standing or ad-hoc committees consisting of such members or directors, as they think fit.

b) A committee so formed in the exercise of the powers so delegated must conform to any rules that may from time to time be imposed on it by the directors

c) Committees so authorized will report to the board when their task is completed, or at intervals as determined by the board. Reporting may be to the Vice-President – Administration and Operations, or to the Vice-President Program Development and Delivery, or directly to the Board, as the Board requires.

d) A committee so formed must be chaired by a suitable member appointed by the directors.

e) If at any meeting of a committee so formed the chairman is not present within 30 minutes after the appointed time for holding the meeting, the members of the committee must choose one of their number to be chairman of the meeting.

f) Every meeting of a committee so formed must appoint a member to keep minutes of the meeting, such minutes to be made available to the directors as requested.

g) The members of a committee may meet and adjourn in person, by telephone or online as they think proper.

42) For the first meeting of directors held immediately following the appointment or election of a director or directors at an annual general meeting of members, or of 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 directors is present.

43) 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, fax or e-mail, , and may, at any time, withdraw the waiver, and until the waiver is withdrawn,

a) no notice of meetings of directors will 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, will, if a quorum of directors is present, be valid and effective.

44) Voting:

a) Questions arising at any meeting of the directors and committee directors must be decided by a majority of votes.

b) In the case of equality of votes, the chair does not have a second or casting vote, and the resolution will fail.

45) Every resolution proposed at a meeting of directors or a committee of directors needs to be seconded and the chair of a meeting may move or propose or second a resolution.

46) 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

47) President:

a) The president must preside at all meetings of the Society and of the directors.

b) The president is the chief executive officer of the Society and must supervise the other officers in the execution of their duties.

48) The Vice President – Administration and Operations must carryout the duties of the president in his absence, and oversee the administrative roles of the organization, including the treasurer and secretary, and report to the board on the work of administrative committees. The Vice President – Administration will recommend appointments for chairs of administrative committees for board approval.

49) The Vice President –Program Development and Delivery must oversee program development and implementation, and report to the board on the work of operational committees. The Vice President – Program Development and Delivery will recommend appointments for chairs of operations committees for board approval.

50) Vice President – Marketing must oversee marketing, and report to the board on the work of marketing committees. Vice President – Marketing will recommend appointments for chairs of marketing committees for board approval.

51) The Secretary must:

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 and make them available to the directors and members;

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;

f) maintain the register of the members;

g) renew the Registration of the Society each year.

52) The treasurer must:

a) keep such financial records, including books of account, necessary to comply with the Society Act, and

b) render financial statements to the directors, members and others when required.

53) Secretary-treasurer:

a) The offices of secretary and treasurer may be held by one person, who must be known as the secretary-treasurer.

b) When a secretary-treasurer holds office the total number of directors must not be less than 5 or such greater number as may be have been determined pursuant to Bylaw 34(a).

54) In the absence of the secretary from a meeting, the directors must appoint another person to act as secretary at the meeting.

PART 8 – SEAL

55) The directors may provide a common seal for the Society and they have power from time to time to destroy it and substitute a new seal in place of the seal destroyed.

56) The common seal may be affixed only when authorised by 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 9 – BORROWING

57) 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 a manner as they decide and in particular but without limiting the generality of the foregoing, by the issue of debentures.

58) No debenture may be issued without sanction of a special resolution.

59) The members may 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

60) This part applies only where the Society is required or has resolved to have an auditor.

61) The first auditor will be appointed by the directors who will also fill all vacancies occurring in the office of auditor.

62) At each annual general meeting the Society must appoint an auditor to hold office until he is re-elected or his successor is elected at the next general meeting.

63) An auditor may be removed by ordinary resolution.

64) An auditor must be informed forthwith in writing of appointment or removal.

65) No director or employee of the Society may be auditor.

66) The auditor may attend general meetings.

PART 11 – AMENDMENTS TO THE BYLAWS

67) These by-laws may not be altered or added to except by special resolution.