Amber Alert Society of British
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
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.
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;
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
h) “Founding Governor” means a person whose name is included
in the List of First Governors filed with the Registrar at the time of
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
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
r) “Society Act” means the Society Act R.S.B.C. 1979,c. 390
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
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
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
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
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
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
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
5.3 The property and the affairs of the Society shall be managed by the
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
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,
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
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
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
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
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
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
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
13.5 The Secretary shall be responsible for making the necessary arrangements
a) The issuance of notices of meetings of the Society and Board and Executive
b) The keeping of minutes of all meetings of the Society and Board and
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
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
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
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
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
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
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
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