Thu, Feb 01,2007
Home
History of Amber Alert
International Amber Alert
Partners
Newsletter
By - Laws
Training
Webmail
Page | 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | 11 | 12 | 13 | 14 | 15 | 16 | 17
Amber Alert Society of British Columbia
Constituiton

1. The name of the Society is the “Amber Alert Society of British Columbia”.

2. Our Vision – is to build a safer, more compassionate, caring community for our children

3. Our Mission:

a) To effectively engage the community to mobilize and assist with the recovery of the abducted child and the apprehension of the offender.

b) To provide a process that will enable law enforcement, community and media to respond rapidly to the most serious child abduction cases.

c) To develop, implement and oversee changes and improvements to the recovery process.

d) To educate and train the community, law enforcement and media of the process and any changes to the Amber Alert process.

e) To build a positive working relationship between law enforcement, media and the community.

f) To act as a deterrent to child abduction.

4. The operations of the Society shall be carried out within the Province of British Columbia.

5. The Head Office of the Society shall be situated in the City of Vancouver, Province of British Columbia.

6. The Society shall be carried on without purpose of gain for its members, and no part of any income of the Society shall be payable or otherwise available for the personal benefit of the members of thereof, and any profits or other accretions to the Society shall be for promoting its purposes. This clause shall be unalterable.

7. Upon wind-up or dissolution of the Society, the assets remaining after the payment of all costs, charges and expenses properly incurred in the wind-up, including the remuneration of a liquidator, and after payment to employees of the Society of any arrears of salaries or wages, and after payment of any other debts of the Society, shall be distributed to a charitable organization (or organizations) in Canada, registered under the provisions of the Income Tax Act, which shall be designated by the Board of Governors. This clause shall be unalterable.


BY-LAWS

PART I – INTERPRETATION:
1.1. In these By-laws and the Constitution of the Society, unless the context otherwise requires:

a) “appointed governor” means a person appointed in accordance with these Bylaws as a replacement governor;

b) “Board” means the governors acting as authorised by the Constitution and these by-laws in managing and supervising the management of the affairs of the Society and exercising the powers of the Society;

c) “Board resolution” means

i) a resolution passed at a meeting of the Board by a simple majority of the votes cast by those governors entitled to vote at such a meeting; or
ii) a resolution that has been submitted to all of the governors and consented to in writing by 75% of the governors who would have been entitled to vote on it in person at a meeting of the Board;

d) “By-laws” means the by-laws of the Society as filed in the office of the Registrar;

e) “Constitution” means the constitution of the Society as filed in the office of the Registrar;

f) “Elected Governor” means a person elected as an elected governor in accordance with these By-laws or elected or appointed by a replacement governor for an elected governor;

g) “Society” means the “Amber Alert Society of British Columbia”.

h) “Founding Governor” means a person whose name is included in the List of First Governors filed with the Registrar at the time of incorporation;

i) “Governors” means “Directors” for the purposes of the Society Act R.S.B.C. 1979c.390 as amended, and includes those persons who have become either appointed, elected, founding or replacement governors in accordance with these By-laws and have not ceased to be governors, and a “Governor” means any one of them;

j) “Income Tax Act” means the Income Tax Act S.C. 1070-71-72, c. 63 as amended;

k) “Individual member” means any person who has attained the age of eighteen years and has been accepted for membership;

l) “Members” means the applicants for incorporation of the Society and those persons who have subsequently become members in accordance with these By-laws and, in either case, have not ceased to be members, and a “member” means any one of them;



m) “Ordinary resolution” means

i) a resolution passed at a general meeting of the Society by a simple majority of the votes cast by those member entitled to vote at such a meeting; or
ii) a resolution that has been submitted to all of the members and consented to in writing by 75% of the members who would have been entitled to vote on it in person at a general meeting of the Society;

n) “Special resolution” means:

i) a resolution passed at a general meeting of the Society by a majority of not less than 75% of the votes cast by those members entitled to vote at such a meeting; or
ii) a resolution consented to in writing by every member who would have been entitled to vote in person at a general meeting of the Society

o) “Patron” means a person appointed by the Board to be a Patron of the Society;

p) “President” means a person elected to the office of President in accordance with these By-laws but such office holder may, with the approval of a Board resolution, use the title Chair, Chairperson, Chairwoman or Chairman, in substitution for, or in addition to, the title of “President”;

q) “Registered address” of a member of governor means the address of that person as recorded in the register of members or the register of governors;

r) “Society Act” means the Society Act R.S.B.C. 1979,c. 390 as amended;


1.2 Except where they conflict with the definitions contained in these By-laws, the definitions in the Society Act on the date these By-laws become effective apply to these By-laws and the Constitution.

PART II – MEMBERSHIP

2.1 Membership in the Society shall be restricted to the applicants for incorporation and to those persons who apply as individual members and who:

a) in the opinion of the board, subscribe to the aims, objects and By-laws of the society;

b) pay an annual membership fee.

2.2 The amount of the annual membership fee for individual members shall be determined from time to time by the Board.

2.3 Honorary Life Memberships may be granted to individuals by:

a) the Board, or

b) Ordinary Resolution

For outstanding contributions to the objects of the Society, and such members shall be entitled to vote and participate in all activities of the Society and shall be exempt from the requirement to pay an annual membership fee.

2.4 A member may withdraw from the Society by delivering his or her resignation in writing to the Secretary of the society or delivering it to the address of the society.

2.5 A person shall automatically cease to be a member of the Society;

a) upon delivering his or her resignation in writing to the Secretary of the Society or upon delivering it to the address of the Society; or

b) upon his or her death;

c) upon having been a member not in good standing for 12 consecutive months


2.6 A member may be expelled by an ordinary resolution.

2.7 All members are deemed to be in good standing, except a member who has failed to pay their current annual membership fee and they are not in god standing so long as the fee remains unpaid.

2.8 Ex-officio members are non-voting members

2.9 The Society respects the independence of the participating police agencies and shall defer to the participating policing agency’s operational decision regarding the issuance of an Amber Alert.

2.10 The Society further acknowledges the internal management of the participating police agency, including its conduct of any particular investigation and the integrity of its records shall not be subject to interference or public comment by the Society including the Review Committee in the course of a “review” pursuant to Part XI of these by-laws.


PART III – MEETINGS OF MEMBERS

3.1 The general meetings of the Society shall be held at such time and place, in accordance with the Society Act, as the Board shall decide.

3.2 Every general meeting other than other than an annual general meeting, is an extraordinary general meeting.

3.3 The Board may, whenever it thinks fit, convene an extraordinary general meeting.

3.4 The Society shall give not less than 14 days written notice of a general meeting to its members entitled to receive notice. But those members may waive or reduce the period of notice for a particular meeting by unanimous consent in writing.

3.5 Notice of a general meeting shall specify the place, the day and the hour of the meeting.

3.6 The accidental omission to give notice of a general meeting to, or the non-receipt of notice by, any of the members entitled to receive notice does not invalidate proceedings at that meeting.

3.7 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 in the month of June of each calendar year.

PART IV – PROCEEDINGS AT GENERAL MEETINGS

4.1 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 the rules of order;
ii) consideration of the report of the president;
iii) consideration of the financial statements;
iv) consideration of the report of the governors;
v) consideration of the report of the auditor;
vi) the election of governors;
vii) the appointment of the auditor; and
viii) such other business that, under these By-laws or any governing statute, ought to be transacted at an annual general meeting, or business which is brought under consideration by the report of the governors if the report was issued with the notice of the meeting.

4.2 No business, other than the election of a person to chair the meeting and the adjournment or termination of the meeting shall be conducted at a general meeting at a time when a quorum is not present.

4.3 If at any time during a general meeting there ceases to be a quorum present, business then is progress shall be suspended until there is a quorum present or until the meeting is adjourned or terminated.

4.4 A quorum at a general meeting is five members.

4.5 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 day in the next week, at the same time and place, and if, at the adjourned meeting, a quorum is not present within 30 minutes of the time appointed for the meeting, the members present shall constitute a quorum.

4.6 The President of the Society shall chair all general meetings; but if at any general meeting the President is not present within 15 minutes after the time appointed for the meeting or the President requires that he or she not chair that meeting, the members present may choose one of their number to chair that meeting.

4.7 If a person presiding as chair of a general meeting wants to step down as chair for all or part of that meeting, he or she may designate an alternate to chair such meeting or portion thereof, and upon such designated alternate receiving the consent of a majority of the members present at such meeting, he or she may preside as chair.

4.8 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.

4.9 It is not necessary to give notice of an adjournment or of the business to be transacted at an adjourned meeting except where a meeting is adjourned for more than 14 days, in which case notice of the adjourned meeting shall be given as in the case of the original meeting.

4.10 No resolution proposed at a general meeting need be seconded. The person chairing such a meeting may move or propose a resolution.

4.11 Any issue at a general meeting which is not required by these By-laws or the Society Act to be decided by a special resolution shall be decided by an ordinary resolution.

4.12 A member in good standing is entitled to one vote.

4.13 The person chairing a general meeting may vote but, if he or she does so and the result is a tie, shall not be permitted to vote again to break the tie and the resolution being voted on shall be deemed to have failed.

4.14 Voting shall be by show of hands, or voice vote, recorded by the Secretary of the meeting; except that, at the request of any two members present at the meeting, a secret vote by written ballot shall be required.

4.15 Voting by proxy is not permitted.

4.16 A resolution in writing which is identified as an ordinary resolution and has been submitted to all the members and signed by a minimum of 75% of the members who would have been entitled to vote on it in person at a general meeting of the Society is as valid and effectual as an ordinary resolution as if it had been passed at a meeting of members duly called and constituted and shall be deemed to be an ordinary resolution. Such a resolution may be in two or more counterparts which together shall be deemed to constitute one ordinary resolution in writing. Such ordinary resolution shall be filed with minutes of the proceedings of the members and shall be effective on the date stated therein or, in the absence of such a date being stated, on the latest date stated on any counterpart.

4.17 A resolution in writing which is identified as a special resolution and has been signed by all the members who would have been entitled to vote on it in person at a general meeting of the Society is as valid and effectual as a special resolution as if it had been passed at a meeting of members duly called and constituted. Such resolution may be in two or more counterparts which together shall be deemed to constitute one special resolution in writing. Such special resolution shall be filed with minutes of the proceedings of the members and filed with the Registrar and shall be deemed to be passed on the date stated therein or, in the absence of such a date being stated, on the latest date stated on any counterpart and shall take effect on the date it is accepted by the Registrar.



PART V – GOVERNORS

5.1 The Board 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 members in general meeting, but subject, nevertheless, to the provisions of:

a) all laws affecting the Society

b) these Bylaws; and

c) rules, not being inconsistent with these Bylaws, which are made from time to time by the Society in general meeting

5.2 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.

5.3 The property and the affairs of the Society shall be managed by the Board

5.4 The number of governors shall be a number, not less than three, as may be determined from time to time by ordinary resolution.

5.5 Elected governors shall be elected by the members at a general meeting and shall take office commencing at the close of such meeting.

5.6 The Board shall present at each general meeting the names of nominees for election to fill vacancies in the Board. The names put forward shall consist of all those persons

a) nominated by the Finance and Personnel Committee; and

b) nominated by the members, with such members’ nomination being in writing signed by not less that five (5) members and accompanied by the written acceptance of the nominee.

Nominations shall close twenty-four (24) hours before each general meeting.

5.7 Elections for elected governors shall normally be held at the annual general meeting and the term of office of elected governors shall normally be two (2) years, however, for the purposes of continuity a governor may be offered a term of (3) years. For purpose of continuity 50% of the Board terms will end in alternate years. The position of Board Chairmen and Vice Chair positions shall not cease in the same year. For purposes of calculating the duration of an elected governor’s term of office, the term shall be deemed to commence at the close of the annual general meeting at which such governor was elected. However, if the governor was elected at an extraordinary general meeting his or her term of office shall be deemed to have commenced at the close of the annual general meeting next following such extraordinary general meeting.

5.8 Elected governors may be elected to three consecutive terms but then must cease to be an elected governor for at least one year before being eligible for re-election.

5.9 In elections where there are more candidates than vacant positions for elected governors, election shall be by secret ballot with the name of each duly nominated candidate appearing individually on the ballot. Candidates shall be deemed to be elected in order of those candidates receiving the most votes.

5.10 No member shall vote for more elected governors than the number of vacant positions for elected governors. Any ballot on which more names are voted for than there are vacant positions shall be deemed to be void.

5.11 A person need not be a member of the Society to be eligible to be a governor of the Society. However, upon being elected or appointed a governor, such person shall have one month to become a member of the Society.

5.12 Every governor shall retire from office at the close of the annual general meeting in the year in which his or her tem expires; but if no successor is elected or appointed and the result is that the number of governors would fall below three, the person previously elected or appointed as governor continues to hold office until such time as successor governors are elected or appointed.

5.13 Every governor shall unreservedly subscribe to and support the purposes of the Society.

5.14 The immediate past president of the Society shall be an ex-officio member of the Board.

5.15 The members may, by extraordinary resolution, remove an appointed or elected governor before the expiration of such governor’s term of office and may elect or appoint a person as a replacement governor and determine the term of such replacement governor.

5.16 Notwithstanding the foregoing By-laws, if a governor ceases to hold office during his or her term for any reason other than removal by ordinary resolution, the Board may appoint a person as a replacement governor to take the place of such governor until the next annual general meeting.

5.17 No act or proceeding of the Board is invalid by reason only of there being less than the prescribed number of governors in office.

5.18 A person shall immediately cease to be a governor of the Society:

a) upon delivering his or her resignation in writing to the Secretary of the Society or to the address of the Society;

b) upon his or her death;

c) upon ceasing to be a member of the Society; or

d) upon being removed by special resolution.

5.19 A governor shall not be remunerated for services rendered in his or her capacity as a governor. A governor may be reimbursed for all expenses necessarily and reasonably incurred by him or her while engaged in the affairs of the Society.

5.20 A governor may hold any office or place of profit in the Society (other than auditor) in conjunction with his or her office of governor, for the period and on such terms as the Board determines. Subject to the Society Act, no governor shall be disqualified by such office from contracting with the Society.

5.21 The Board shall have the power to make expenditures and loan whether or not secured or interest bearing for the purpose of furthering the purposes of the Society. The Board shall also have the power to enter into trust arrangements or contracts on behalf of the Society for the purpose of discharging obligations or conditions either imposed by a person donating, bequeathing, advancing or lending funds or property to the Society, or assumed by the Society in expectations of such donations, bequests, advances or loans. Such arrangements or contracts shall be in accordance with the terms and conditions that the Board may prescribe.

5.22 The Board shall take such steps as it deems necessary to enable the Society to receive donations, bequests, funds, property, trusts, contracts, agreements, and benefits for the purpose of furthering the purposes of the Society. The Board in its sole and absolute discretion may refuse to accept any donation, bequest, trust, loan, contract or property.

5.23 In investing the funds of the Society, the Board shall not be limited to securities and investments in which trustees are authorized by law to invest, but may make investments, which in its opinion are prudent. Subject to the provisions of the Society Act, a governor shall not be liable for any loss, which may result from any such investment.


PART VI – PROCEEDINGS OF THE BOARD

6.1 A meeting of the Board may be held at any time and place determined by the Board provided that 7 days’ notice of such meeting shall be sent by letter, facsimile or email, to each governor. However, no formal notice shall be necessary if all governors were present at the preceding meeting when the time and place of the meeting was determined or are present at the meeting or waive notice thereof in writing or give a prior verbal waiver to the Secretary of the Society.

6.2 The Board may from time to time, fix the quorum necessary to transact business, and unless so fixed, the quorum shall be one-third of the directors in office at the time when the meeting convenes; but in no instance may the number necessary for a quorum be less than three.

6.3 The President of the Society shall chair all meetings of the Board; but if at any Board meeting the President is not present within 15 minutes after the time appointed for the meeting, or the President request that he or she not chair that meeting, the governors present may choose one of their number to chair that meeting.

6.4 If the person presiding as chair of a meeting of the Board wants to step down as chair for all or part of that meeting, he or she may designate an alternate to chair such meeting or portion thereof, and upon such designated alternate receiving the consent of a majority of the governors present at such meeting, he or she may preside as chair.

6.5 A governor may at anytime, and the Secretary on the request of a governor, shall convene a meeting of the Board.

6.6 For the purposes of the first meeting of the Board held immediately following the appointment or election of a governor or governors at an annual or other general meeting, or for the purposes of a meeting of the Board at which a governor is appointed to fill a vacancy in the Board, it is not necessary to give notice of the meeting to the newly elected or appointed governor or governors for the meeting to be properly constituted.

6.7 No resolutions purposed at a meeting of the Board need be seconded. The person chairing a meeting may move or propose a resolution.

6.8 Any issue at a meeting of the Board which is not required by these By-laws or the Society Act to be decided by a resolution requiring more than a simple majority shall be decided by a Board resolution.

6.9 The person chairing a meeting may vote and if he or she does so and the result is a tie, he or she shall not be permitted to vote again to break the tie.

6.10 Voting shall be by show of hands or voice vote recorded by the Secretary of the meeting except that, at the request of any one governor, a secret vote by written ballot shall be required.

6.11 A Board resolution in writing, which has been deposited with the Secretary, is as valid and effectual as if it had been passed at a meeting of the Board Duly called and constituted. Such Board resolution may be in two or more counterparts, which together shall be deemed to constitute one resolution in writing. Such resolution shall be filed with minutes of the proceedings of the Board and shall be effective on the date stated therein or. In the absence of such a date being stated, on the latest date stated on any counterpart.

6.12 A governor who contemplates being or is temporarily absent from British Columbia, may by letter, facsimile or email, send or deliver to the address of the Society a waiver of notice of any meeting of the Board for a period not longer than one year and may, at any time, withdraw the waiver in like manner. Until the waiver is withdrawn:

a) no notice of meetings of the Board need be sent to that governor, and

b) any and all meetings of the Board, notice of which has not been given to that governor, shall if a quorum is present, be valid and effective.

6.13 The Board shall meet at least once each fiscal quarter, and a total of at least six times each fiscal year.


PART VII – PATRONS

7.1 The Board may appoint prominent persons and office holders to be Patrons of the Society.

7.2 The function and number of Patrons and the terms of each appointment shall be determined by the Board

PART VIII – COMMITTEES

8.1 The Board may delegate any, but not all, of its powers to committees, which may be in whole or in part, composed of governors as it thinks fit.

8.2 A committee, in the exercise of the powers delegated to it, shall conform to any rules that may from time to time be imposed by the Board, and shall report every act or thing done in exercise of those powers at the next meeting of the Board held after it has been done, or at such other time or times as the Board directs.

8.3 The members of a committee may meet and adjourn as they think proper and meetings of committees shall be governed mutatis mutandis [with the necessary changes] by the rules set out in these By-laws governing proceedings of the Board.

8.4 The Board may create such standing and special committees as may from time to time be required. Any such committee shall limit its activities to the purpose or purposes for which it is appointed, and shall have no powers except those specifically conferred by a Board resolution. Unless specifically designated as a standing committee, any special committee so created must be created for a specified time period only. Upon completion of the earlier of the specified time period or the task for which it was appointed, a special committee shall automatically be dissolved.

PART IX – EXECUTIVE COMMITTEE

9.1 There shall be an Executive Committee which shall manage the business of the society in the interim between meetings of the Board in accordance with the policies of the Society.

9.2 The members of the Executive Committee shall be the President, the Secretary, the Treasurer, the Chairman of the Communications Committee, and the Chairman of the Amber Alert Review Committee.

9.3 A quorum for the Executive Committee shall be three members.

PART X – COMMUNICATIONS COMMITTEE

10.1 There shall be a Communications Committee which shall be responsible for:

a) the public and media relations of the Society

10.2 The members of the Communications Committee shall be appointed by the Board immediately following each annual general meeting, and shall consist of not fewer than two governors who shall hold office in the Communications Committee until the next annual general meeting of the Society.

PART XI – AMBER ALERT REVIEW COMMITTEE

11.1 There shall be an Amber Alert Review Committee.

11.2 The structure of the Amber Alert Review Committee may vary between the regions of the Province of British Columbia, however, the following shall be considered essential to the structure of the Amber Alert Review Committee

a) Law enforcement shall assume the responsibility to chair and call meetings of the Amber Alert Review committee

b) Law enforcement representation on the Amber Alert Review Committee will reflect the law enforcement community in the area.

c) E-COMM, or its regional equivalent shall be represented on the Amber Alert Review committee.

d) Media representation on the Amber Alert Review Committee will reflect the participating media in the region

11.3 The Amber Alert Review committee is responsible to conduct activation reviews, and annual operational reviews of the Amber Alert program.

a) An Activation Review will occur when a police agency initiates an “Amber Alert”, and utilizes the services of the media. The purpose of the activation review is to ensure that the protocols of activation were followed properly and identify potential improvements or changes to the program
.
b) The Annual Review will occur on a yearly basis and will examine the general effectiveness of the Amber Alert program in responding to child abductions, and formulate a plan for addressing any concerns

11.4 The Amber Alert Review Committee shall submit a report to the Board within 30 days of an Amber Alert activation review and within 30 days of the annual operational review.

11.5 These reviews will include but not be limited to an examination of:

a) Issues in regards to the proper use of alert by police.

b) Issues in delivery of information from police to media.

c) Issues in delivery of information from media to public.

d) Issues in dealing with public response to the alert.

11.6 After consideration of the issues the Amber Alert Review Committee shall submit a report to the Board and subject to Part II, Paragraph 9 and 10, may choose one or more of the following:

a) Make no changes to existing program.

b) Request changes to the Amber Alert criteria.

c) Request changes to the Amber Alert protocols or procedures.

d) Request training or educational programs directed at an identified problem.

e) Request a public awareness campaign.

f) Request improvements of any aspect of the overall plan.

PART XII – FINANCE AND PERSONNEL COMMITTEE

12.1 There shall be a Finance and Personnel Committee, which shall be responsible for;

a) Fundraising

b) financial planning

c) the memberships, and nominations to the Board, (except for members’ nominations pursuant to By-law 5.6b)

d) other personnel matters of the Society

12.2 The members of the Finance and Personnel Committee shall be appointed by the Board and shall consist of not fewer that two governors. The Treasurer shall be the Chairman of the Finance and Personnel Committee.


PART XIII – DUTIES OF THE OFFICERS

13.1 At the first meeting of the Board held after an annual general meeting, the Board shall elect from among the governors, a President who shall hold office until the first meeting of the Board held after the next following annual general meeting. The President shall be responsible for chairing general meetings of the Society and meetings of the Board, and shall be an ex-officio member of all committees.

13.2 The Board shall appoint, from among the governors, a Secretary and Treasurer and may appoint and remove such other officers of the Society as it deems necessary and determine the duties, responsibilities, term and remuneration, if any, of all officers.

13.3 A governor may be removed as an officer by a resolution passed at a meeting of the Board by a majority of not less than 75% of the governors present.

13.4 Should the President or any other officer for any reason not be able to complete his or her term, the Board shall elect a replacement without delay.

13.5 The Secretary shall be responsible for making the necessary arrangements for:

a) The issuance of notices of meetings of the Society and Board and Executive Committee.

b) The keeping of minutes of all meetings of the Society and Board and Executive Committee;

c) The custody of all records and documents of the Society except those required to be kept by the Treasurer;

d) The custody of the common seal of the Society

e) The maintenance of the register of members;

f) The conduct of the correspondence of the Society.

13.6 The Treasurer shall be responsible for making the necessary arrangements for:

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

b) the rendering of financial statements to the governors, members and others, when required.

13.7 If the Secretary is absent from any meeting of the Society or the Board, the governors present shall appoint another person to act as Secretary at that meeting.

13.8 The offices of Secretary and Treasurer may be held by one person who shall be known as the Secretary Treasurer.

13.9 Notwithstanding the foregoing By-laws, the Board may elect a Secretary of the Board for purposes of preparation and custody of minutes of meetings of the Board and correspondence of the Board.

PART XIV – SEAL

14.1 The Board may provide a common seal for the Society and it shall have power from time to time, to destroy a seal and substitute a new seal in its place.

14.2 The common seal shall be affixed only when authorized by a resolution of the Board, and then only in the presence of the persons prescribed in the resolution or, if no persons are prescribed, in the presence of any two governors.

PART XV – BORROWING

15.1 The Board may from time to time, at their discretion, on behalf of and in the name of the Society, authorize the Society to borrow any sum of money in the furtherance of the purposes of the Society, and may raise or secure the repayment of that sum in such manner and upon such terms and conditions in all respects as they may think fit, and in particular, and without limiting the generality of the foregoing, by the issue of debentures, mortgages or charges, whether specific or floating, or other security on the whole or part of the property of the Society, both present and future, subject to the provisions of the remainder of this Part.

15.2 The Society shall not issue a debenture unless the issuance of the debentures is authorized by a special resolution, which may confer a general power on the governors to issue debentures for a period not exceeding one year from the date the resolution is passed.

15.3 The members may restrict by ordinary resolution the borrowing powers of the Board.

PART XVI – AUDITOR

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

16.2 The first auditor shall be appointed by the Board, which shall also fill any vacancy occurring in the office of auditor.

16.3 At each annual general meeting, the Society shall appoint an auditor to hold office until he or she is re-elected or his or her successor is elected at the next following annual general meeting.

16.4 An auditor may be removed by ordinary resolution

16.5 An auditor shall be promptly informed in writing of his appointment or removal.

16.6 No governor or employee of the Society shall be auditor.

16.7 The auditor may attend general meetings.


PART XVII – NOTICES

17.1 Notice of a general meeting shall be given to:

a) every person shown on the register of members as a member on the day the notice is given;

b) the auditor, if one in appointed pursuant to these By-laws

17.2 A notice may be given to a member or a governor either personally (by delivery, facsimile, or email,) or by first class mail posted to such person’s registered address.

17.3 A notice sent by mail shall be deemed to have been given on the second day following that on which the notice was posted. In proving that notice has been given it is sufficient to prove the notice was properly addressed and put in a Canadian government post office receptacle with adequate postage affixed, provided that if there shall be, between the time of posting and the deemed giving of the notice, a mail strike or other labour dispute which might reasonably be expected to delay the delivery of such notice by the mails, then such notice shall only be effective when actually received. Any notice delivered by hand or sent by facsimile, telegram, e-mail or telex shall be deemed to have been given on the day it was delivered or sent.

17.4 If a number of days notice or a notice extending over any other period is required to be given, the day the notice is given or deemed to have been given shall not, but the day on which the event for which notice is given shall be counted in the number of days required.


PART XVIII – MISCELLANEOUS XIX

18.1 The members shall, from time to time, determine whether and to what extent and at what times and places and under what conditions or regulation the documents, including the books of account, of the Society and minutes of meetings of the Board shall be open to the inspection of members of the Society not being governors. In the absence of such determination by the members, the document, including the books of account, of the Society shall not be open to inspection of any members of the Society not being a governor.

18.2 Any meeting of the Society, the Board or any committee may also be held, or any member, governor or the committee may participate in any meeting of the Society, the Board or any committee, by conference call or similar communication equipment or device so long as all the members, governors, or persons participating in the meeting can hear and respond to one another. All such members, governors or persons so participating in any such meeting, shall be deemed to be present in person at the stated location of such meeting and, notwithstanding the foregoing By-laws, shall be entitled to vote by a voice vote recorded by the Secretary of such meeting.

18.3 The rules governing when notice is deemed to have been given set out in these By-laws shall apply mutatis mutandis to determine when a Board resolution shall be deemed to have been submitted to all of the governors and when an ordinary resolution shall be deemed to have been submitted to all of the members.

18.4 The Society shall have the right to subscribe to, become a member of, and co-operate with any other Society, corporation, or association whose purposes or objectives are in whole or in part similar to the Society’s purposes.

18.5 Subject to an order of the Registrar pursuant to section 38 of the Society Act stating that the Society is a “reporting Society” as defined under the Society Act, the Society shall be deemed not to be a “reporting Society”.


PART XIX – INDEMNIFICATION

19.1 Subject to the provisions of the Society Act, each governor or officer of the Society shall be indemnified by the Society against expenses reasonably incurred by him or her in connection with any action, suit or proceeding to which he or she may be made a party by reason of his or her being or having been a officer or governor of the Society, except in relation to matters as to which he or she shall be finally adjudged in such action, suit or proceeding to have been derelict in the performance of his or her duty as a officer or governor. “Derelict” shall mean grossly negligent, criminally negligent or intentionally engaged in tortious conduct with the intent to defraud, deceive, misrepresent, or take advantage improperly of an opportunity available to the Society.

19.2 Subject to the provisions of the Society Act, the Board is authorized from time to time, to give indemnities to any governor or other person who has undertaken or is about to undertake any liability on behalf of the Society or any Society or corporation controlled by it, to secure such governor or other person against loss by mortgage and charge on the whole or any part of the real and personal property of the Society by way of security, and any action from time to time taken by the governors under this paragraph shall not require approval or confirmation by the members.

19.3 The Board in its discretion may submit any contract, act or transaction for approval, ratification or confirmation at any annual general meeting or at any extraordinary general meeting of the members called for the purpose of considering the same and any contract, act or transaction that may be approved, ratified or confirmed by a resolution passed by a majority of the votes cast at any such meeting (unless any different or additional requirement is imposed by the Society Act or these By-laws) shall be as valid and as binding upon the Society and upon all the members as though it had been approved, ratified, and confirmed by every member of the Society.

19.4 Subject to the provisions of the Society Act, no governor or officer for the time being of the Society shall be liable for the acts, neglects, or defaults of any other governor or officer of the Society, or for joining in any receipt or act for conformity of for any loss, damage or expense happening to the Society through the insufficiency or deficiency of title to any property acquired by order of the governors for or on behalf of the Society, or for the insufficiency or deficiency of any security in or upon which any of the moneys of or belonging to the Society shall be placed out or invested, or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person , firm or corporation with whom or which any funds or property of the Society shall be lodged or deposited, or for any other loss, damage or misfortune whatsoever which may happen in the execution of his or her respective office or trust or in relation thereto, unless all or any of the same shall happen by or through the wilful act, default or neglect of such governor or officer.

19.5 The Society shall, to the full extent permitted by the Society Act, indemnify and hold harmless, every person heretofore, now or hereafter serving as a governor or officer of the Society and his or her heirs and legal representatives.

19.6 Expenses incurred with respect to any claim, action, suit or proceeding may be advanced by the Society prior to the final disposition thereof in the discretion of the Board and upon receipt of an undertaking satisfactory in form and amount to the Board by or on behalf of the recipient to repay such amount unless it is ultimately determined that he or she is entitled to indemnification hereunder.

19.7 The Society shall apply to the court for any approval of the Court, which may be required to make the indemnities herein effective and enforceable. Each governor and officer of the Society on being elected or appointed shall be deemed to have contracted with the Society upon the terms of the foregoing indemnities, Such indemnities shall continue in effect with regard to actions arising out of the term each governor or officer held such office notwithstanding that he or she no longer continues to hold such office.

19.8 The failure of a governor or office of the Society to comply with the provisions of the Society Act or of the constitution of those By-laws shall no invalidate any indemnity to which he or she is entitled under this Part.

19.9 The Society may purchase and maintain insurance for the benefit of any or all governors or officers against personal liability incurred by any such person as a governor or officer.

PART XX – BYLAWS.

20.1 On being admitted to membership, each member is entitled to and upon request the Society shall provide him or her with a copy of the Constitution and By-laws of the Society.

20.2 These By-laws shall not be altered or added to except by special resolution


 
Copyright © 2004 BC Amber Alert All Rights Reserved.