l. INTERPRETATION

1 .1 Definitions

In these Bylaws and the Constitution of the Society, unless the context otherwise requires: (a) “Indigenous” means a Status Indian, Non-Status Indian, Metis, or Inuit ancestry;

“Address of the Society” means the address of the Society as filed from time to time with the Registrar;
“Area” means the geographic region or regions for which the Society is responsible, as determined from time to time by the Board;

“Associate Member” means members who are employees or contractors. They can attend meetings and have a right to speak at such meetings, with the conditions of no voting rights, for the term of their employment or contract, plus an additional year after the employment or contract;

‘Board” means the Directors acting as authorized by the Societies Act, the Constitution and these Bylaws in managing or supervising the management of the affairs of the Society and exercising the powers of the Society;

“Board Resolution” means:

a resolution passed by a simple majority of the votes cast in respect of the resolution by the Directors entitled to vote on such matter: (A) in person at a duly constituted meeting of the Board; or

by ballot in accordance with these Bylaws; or
by combined total of the votes cast in person; and

(ii) a resolution that has been submitted to all Directors and consented to in writing by 2/3rds of the Directors who would have been entitled to vote on the resolution at a meeting of the Board,

and a Board Resolution approved by any of these methods is effective as though passed at a meeting of the Board;

“Bylaws” means the bylaws of the Society as filed with the Registrar;

“Conflict of Interest” means a policy that governs the situations that has the potential to undermine the impartiality of a person because of the possibility of a clash between the person’s self-interest and professional interest or public interest;

“Code of Ethics” means a written set of guidelines approved by the NOFCS for the board, staff, volunteers, and members to help them conduct their actions in accordance with NOFCS primary values and ethical standards;

“Consensus” means the agreement of people to undertake a specific direction. It is to give consent voluntarily to an opinion, direction or provide permission for a course of action to be undertaken;
“Constitution” means the constitution of the Society as filed with the Registrar;

“Debt” means any monies owing to the society that are required to be paid;

“Directors” means those Persons who are, or who subsequently become, directors in accordance with these Bylaws and have not ceased to be directors;
“Executive Director” means the Senior Manager appointed by the Board in accordance with section 13.1 with the duties set out in section 13.2;
“Extraordinary General Meeting” is a meeting of members of the Society, which occurs at an irregular time such as when an issue arises that requires the input of the entire membership and is too serious or urgent to wait until the next ACM;
“Good Standing” means an individual who has met the following criteria:

Paid the required membership fee.

Acts in a manner consistent with the aims and objectives of the NOFCS and is following the NOFCS constitution and Bylaws.
Follows the NOFCS policies and procedures.
In compliance with the NOFCS Code of Ethics, to which all members are bound.
Has not slandered the NOFCS.
And has not taken legal action against the organization.

It is expected that members in good standing will work collaboratively to strengthen the Society and will not engage in any activities that put the NOFCS in financial or structural jeopardy, nor engage in any activities that will bring discredit to the Society;

“Income Tax Act” means the Income Tax Act, R.S.C. 1985 (5th Supp.), c. 1 as amended from time to time;

“Independent Contractor” means an individual or company retained by the Society to perform certain specific services or clearly defined tasks within a specified period;

“General Meeting” means a meeting of the Members, and includes any annual general meeting and any special or extraordinary general meetings of the Society;
“Grandfather Clause” means a provision in which an old rule continues to apply to some existing situations while a new rule will apply to all future cases. Those exempt from the n w rule are said to have grandfather rights or acquired rights. Frequently, the exemption is limited; it may extend for a set time, or it may be lost under certain circumstances;
“Lifetime Members” means members designated by the Board prior to December 15, 2016 as lifetime members and are active in Society activities and have maintained contact with the Society. NOFCS “Members” means those Persons who are, or who subsequently become, members of the Society in accordance with these Bylaws and, in either case, have not ceased to be members and means any person who has a membership in good standing with the NOFCS;
“Membership Term” means the period of approximately three years which relates to the term of Members, which period shall be from the conclusion of the annual general meeting to the conclusion of the next annual general meeting, unless otherwise set by Board Resolution;
“mutatis mutandis” means with the necessary changes having been made to ensure that the language makes sense in the context;
“Nepotism” means the involvement of family members on the Board or Staff of the NOFCS, practice of appointing relatives and friends in one’s organization to positions for which outsiders might be better qualified. Despite its negative connotations, nepotism (if applied sensibly) is an important and positive practice in the startup and formative years of a firm where complete trust and willingness to work hard (for little, no immediate reward or monetary gain) are critical for its survival;

“North Okanagan District” means the area is served by the NOFCS;

“Ordinary Resolution” means:

a resolution passed by a simple majority of the votes cast in respect of the resolution by those Members entitled to vote:

(A) in person at a duly constituted general meeting.

“Person” means a natural person;
“President” means the Person elected to the office of President of the Society in accordance with Part 12 of these Bylaws;
“Registered Address” means the address of that Person as recorded in the register of Members or the register of Directors;
“Registrar” means the Registrar of Companies of the Province of British Columbia;
“Secretary” means a Person elected to the office of secretary of the Society in accordance with Part 12 of these Bylaws;

“Senior Manager” means a Person appointed by the Board under section 13.1 , if any, to exercise the Board’s delegated authority to manage the activities or internal affairs of the Society or in respect of a principal unit of the Society;

“Society” means the NORTH OKANAGAN FRIENDSHIP CENTER SOCIETY (NOFCS), incorporated under the Laws of the BC Society Act, including “existing society” to which the former Act applied and that was in existence on January 5, 1978;

“Societies Act’ means the Societies Act of British Columbia, as amended from time to time, and includes any successor legislation thereto;

(ii) “Special Resolution” means:

a resolution, of which the notice required by the Societies Act and these Bylaws has been provided, passed by the threshold of votes required by the Societies Act cast in respect of the resolution by those Members entitled to vote:

(A) in person at a duly constituted general meeting.

“Term” means the time between the Annual General Meeting and the immediate next Annual General Meeting;

(kk) “Treasurer” means a Person elected to the office of treasurer of the Society in accordance with Part 12 of these Bylaws;

“Vice-President” means a Person elected to the office of vice-president of the Society in accordance with Part 12 of these Bylaws;

“Volunteer” means a person who voluntarily offers themselves for a service or undertaking willingly and without pay;
“Youth” means a member of the NOFCS and who is between the ages of 18 to 29 years old.
- Societies Act Definitions

Except as otherwise provided, the definitions in the Societies Act on the date these Bylaws become effective apply to these Bylaws and the Constitution.

Plural and Singular Forms

In these Bylaws, a word defined in the plural form includes the singular and vice-versa.

2. MEMBERSHIP

2.1 Membership Categories

There are two Categories of membership in the Society, consisting of one voting Category, called “Voting Members”, and one of non-voting Category, called “Non-Voting Members”.

Membership in the Society will be restricted to:

those Persons who are currently members and who transition to a continuing Category of membership under paragraph 2.2(a); and

(b) those eligible Persons whose subsequent application for admission as a Member has been accepted in accordance with these Bylaws.

2.2 Transition of Membership

On the date these Bylaws come into force:

each Person who is a member of the Society and who is eligible for membership under these Bylaws will continue as a Member in the appropriate Category, as determined by the Board, until the conclusion of the current term of membership, unless sooner ceasing; and
each Person who is a member of the Society who is not eligible for a category of membership set out in these Bylaws, will be deemed to cease membership in the Society effective the date these Bylaws come into force.

2.3 Eligibility for Membership

To be eligible for transition or admission as a Member in a Category, a Person must meet the requirements set out below for that Category:

Voting Member

18 years of age or older;
ordinarily resides in the North Okanagan Area;
interested in advancing the purposes and supporting the activities of the NOFCS;
pays a membership fee of five dollars ($5.00) for a three-year term.

Lifetime memberships: prior to June 22nd 2017, lifetime members who are active.

Non-Voting Member

Not be eligible for admission as a Voting Member;
an Associate Member: meaning the member has the rights to attend general meetings, but not vote or to be a director. An Associate membership maybe converted to a regular membership upon application and after one complete year of ending of employment or finishing a contractual agreement;
if you are an existing Member and you become an employee of NOFCS, your membership automatically converts to an Associate Member; and
contractors will also be Associate Members under the same terms as employees.

In the case of any ambiguity or doubt regarding the eligibility of a Person for membership, such ambiguity or doubt will be resolved by the Board in its discretion and the Board’s decision will be final.

2.4 Application for Membership

An eligible Person may apply to the Society to become a Member as follows:

(a) by submitting a completed application, in such form and manner as may be established by the Society, at the Address of the Society to an authorized representative of the Society; by submitting payment for applicable membership dues or fees, if any; and

(c) by submitting such information or documentation as the membership coordinator may require to confirm eligibility for membership.

2.5 Acceptance of Application for Membership

The Board may, by Board Resolution, accept, postpone or refuse an application for membership. A Person becomes a Member on the date of the Board Resolution or such later date as specified therein.

The Board may delegate the review and acceptance of membership applications to a position within the Society, or to a committee, to be carried out in accordance with the policies and procedures established by the Board from time to time, in which case the applicant becomes a Member when accepted by the designated position or committee in accordance with those policies.

2.6 Membership not Transferable

Membership is not transferable by another Member.

2.7 Renewal and Re-application of Membership

A renewal of membership must be accompanied by payment for applicable membership dues or fees, as well as any other amounts due and owing to the Society.

A Person whose membership has expired or otherwise ceased other than by expulsion and that remains eligible may re-apply for membership after its expiry in accordance with section

2.4.

A Person who was expelled from membership is prohibited from reapplying for membership.

Re-applications for membership are subject to acceptance by the Board.

2.8 Register of Members

The society will keep a register of its Members.

It is the Member’s responsibility to provide the Board of Directors with their change of address.

The Secretary shall maintain in the register the names of the Applicants for incorporation, and the name of every other person admitted as a member of the Society, together with the following of each:

(a) the full name resident address; the date which a person is admitted as a Member; (c) the date which a person ceases to be a Member; and

(d) the category of membership to which that Person belongs.

2.9 Cessation of Membership

A Person will immediately cease to be a Member:

(a) upon the date of:

delivering his or her resignation in writing to the Address of the Society; or the effective date of the resignation stated thereon, whichever is later; or

upon the expiry of his or her term, unless renewed pursuant; or

upon ceasing to be eligible; or
upon his or her expulsion; or if any member fails to inform NOFCS about any change of address; or if the member ceases to be a resident of the North Okanagan area; or

(g) is not a member in good standing for a period of 30 days.

3. MEMBERSHIP RIGHTS AND OBLIGATIONS

3.1 Rights of Membership

In addition to the rights conferred by the Act, a Member in good standing has the following rights and privileges of membership by Category:

Votinq Member

to receive notice of, and to attend, all General Meetings;
to make or second motions at a General Meeting and to speak in debate on motions under consideration in accordance with such rules of order as may be adopted;
to exercise a vote on matters for determination by the Members;
to nominate for the election of Directors; may be nominated, if eligible, to stand for election as a Director; may serve on committees of the Society, as invited;

(g) may participate in the programs and initiatives of the Society, in accordance with such criteria as may be determined bfthe Board from time to time.

Non-Votinq Member

to receive notice of, and to attend, all General Meetings;
to speak in debate on motions under consideration in accordance with such rules of order as may be adopted;
may serve on committees of the Society, as invited;

may participate in the programs and initiatives of the Society, in accordance with such criteria as may be determined by the Board from time to time.

3.2 Member not in Good Standing

A Member becomes a Member not in good standing on failing to pay a debt due and owing to the society, and has 30 days to rectify the situation. After 30 days of non-compliance, the Member not in good standing ceases to be a Member of the society.

3.3 Dues

The Board will, by Board Resolution, determine all fees or dues payable by Members from time to time. Once determined, the fees or dues are deemed to continue until altered by Board Resolution. Members in Good Standing:

Members in good standing and in attendance at the Annual General Meeting shall have the right to elect from the Society membership whatever number of Directors are required to replace those whose terms of office has expired, or have been expelled;
Members in good standing in the Society shall be free to attend Board of Director meetings, but will have no voting privileges at a meeting of the Board of Directors; and
Members in good standing who wish to address the Board of directors at a Board Meeting must submit in writing their request 10 business days prior to the regularly scheduled meeting.

3.4 Standing of Members

All Members are deemed to be in good standing except a Member who:

has failed to pay any membership fees or dues owing prior to the conclusion of the last Membership Year; or

(b) is in arrears about payment of any other amounts owing to the Society when due and owing; and such Member remains not in good standing so long as such amount remains unpaid.

3.5 Compliance with Constitution, Bylaws and Policies

Every Member will, at all times:

uphold the Constitution and comply with these Bylaws, the Regulations and the policies of the Society in effect from time to time;

(b) abide by such codes of conduct and ethics adopted by the Society; and (c) further and not hinder the purposes, aims and objects of the Society.

3.6 Expulsion of Member

Following an appropriate investigation or review of a Member’s conduct or actions in accordance with the policies established by the Board, the Board may, by Board Resolution expel, suspend or otherwise discipline a Member for conduct which, in the reasonable opinion of the Board:

is improper or unbecoming for a Member;
is likely to endanger the reputation or hinder the interests of the Society.

The Board must provide notice of a proposed expulsion, suspension or discipline of a Member to the Member in question, accompanied by a brief statement of the reasons for the disciplinary action.

A Member who is the subject of the proposed expulsion, suspension or discipline will be provided a reasonable opportunity to respond to the proposed discipline at or before the time the Board Resolution is considered.

The Person who is the subject of the proposed resolution for expulsion shall be given an opportunity to be heard at the general meeting before the Special Resolution is put to a vote, except for the misuse of funds, fraud or embezzlement of NOFCS funds, in which case the expulsion shall be immediate.

4. MEETINGS OF MEMBERS

4.1 Time and Place of General Meetings

The General Meetings of the Society will be held at such time and place, in accordance with the Societies Act, as the Board decides.

4.2 Annual General Meetings

An annual general meeting will be held at least once in every calendar year and in accordance with the requirements of the Societies Act.

The Annual General Meeting of the Society, for election of Directors, to receive reports and to transact any other business of the Society, shall be held no later than four (4) months after the Society’s fiscal year end. The Board of Directors of the Society shall determine the time and place of the Annual General Meeting. Any reports received and any transactions of the business of the Society and all books and records can be inspected by the members of the Society at the Annual General Meeting.

If at a general meeting:

there is no Officer, or other Director present within 15 minutes after the time appointed for holding the meeting; or

(b) the Officer and all other Directors present are unwilling to act as Chair, the members present shall choose one of their members to be Chair.

4.3 Extraordinary General Meeting

Every General Meeting other than an Annual General Meeting is an extraordinary general meeting.

4.4 Calling of Extraordinary General Meeting

The Society will convene an extraordinary general meeting by providing notice in accordance with the Societies Act and these Bylaws in any of the following circumstances:

at the call of the Chair;
when resolved by Board Resolution; or
when such a meeting is requisitioned by the Members in accordance with the Societies Act.

4.5 Notice of General Meeting

Notice of a general meeting shall specify the place, the day and the hour of meeting, and in the case of special business, the general nature of that business.

The Society will send notice of every General Meeting to:

each Member shown on the register of Members on the date the notice is sent; and
the auditor, if any is appointed, not less than 14 days and not more than 60 days prior to the date of the General Meeting.

No other Person is entitled to be given notice of a General Meeting.

Notice of a General Meeting may be sent by the Society to a Member either personally, by delivery, courier or by mail. posted to such Member’s Registered Address, or, where the member has provided a fax number or e-mail address, by fax or e-mail, respectively.

4.6 Special Meeting

There are two types of meetings:

A special meeting must be held by the Board of Directors for amending the bylaws.

A meeting of the Members shall be called upon receipt of a petition requesting a special meeting of Members signed by 10% of the voting members.
The petition shall be hand delivered to the Secretary of the Board of Directors or designate at the office of the NOFCS providing proper notice to all Members.
If the Board of Directors do not, within forty-five days from the date of the deposit of the petition, call and hold the meeting, any of the petitioners may call the meeting.

No other business except for the items set out in the notice may be conducted at a special meeting of the Members.

Under no circumstances may employment and/or personnel matters be raised at a special meeting.

Contents of Notice

Notice of a General Meeting will specify the place, the day, and the time of the meeting and will include the text of every Special Resolution to be proposed or considered at that meeting.

Omission of Notice

The accidental omission to give notice of a General Meeting to a Member, or the non-receipt of notice by a Member, does not invalidate proceedings at that meeting.

5. PROCEEDINGS AT GENERAL MEETINGS

5.1 Business Required at Annual General Meeting

The following business is required to be conducted at each annual general meeting of the Society:

the adoption of an agenda;
the approval of the minutes of the previous annual general meeting and any extraordinary general meetings held since the previous annual general meeting; (c) presentation of the report of the Directors, if any;

(d) presentation of the financial statements and the report of the auditor thereon, if any; and

(i) As per 19.6, appointment of auditor the election of Directors; and

the consideration of any Members’ proposals submitted in accordance with the Societies Act.

The annual general meeting may include other business as determined by the Board in its discretion.

5.2 Attendance at General Meetings

In addition to Members, Directors and the Society’s auditor, if any, the Board may also invite any other Person or Persons to attend a General Meeting as observers and guests. All observers and guests may only address the assembly at the invitation of the Person presiding as chair, or by Ordinary Resolution.

5.3 Requirement of Quorum

No business, other than the confirmation or election of a Person to chair the meeting and the adjournment or termination of the meeting, will be conducted at a General Meeting at a time when a quorum is not present.

5.4 Quorum

A quorum at a General Meeting shall consist of a minimum seven (7) Members in good standing, who are present.

The quorum at a board meeting shall consist no less than four (4) members of the Board of Directors of the Society shall be necessary to constitute a quorum at a meeting.

In the event a quorum is unachievable in person, a variety of technological sources may be utilized.

5.5 Lack of Quorum

If a quorum is not present within 30 minutes (or such lesser time as may be determined by the Person presiding as chairperson) from the time appointed for a General Meeting, the meeting, if convened on the requisition of Members, will be terminated, but in any other case it will stand adjourned to the next day, at the same time and place, and if, at the adjourned meeting, a quorum is not present within 30 minutes from the time appointed for the meeting, the Members present will constitute a quorum and the meeting may proceed.

5.6 Loss of Quorum

If at any time during a General Meeting there ceases to be a quorum present, business then in progress will be suspended until there is quorum present or until the meeting is adjourned or terminated.

5.7 Chair

The Chair will, subject to a Board Resolution appointing another Person, preside as chairperson at all General Meetings.

If at any General Meeting the Chair and such alternate Person appointed by a Board Resolution, if any, are not present within 15 minutes after the time appointed for the meeting, the Directors present may choose one of their numbers to preside as chairperson at that meeting.

5.8 Alternate Chair

If a Person presiding as chairperson of a General Meeting wishes to step down as chairperson for all or part of that meeting, he or she may designate an alternate to preside as chairperson for 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 chairperson.

5.9 Chair to Determine Procedure

In the event of any doubt, dispute or ambiguity in relation to procedural matters or parliamentary process at a General Meeting, the Person presiding as chairperson will have the authority to interpret and apply such rules of order as the meeting has adopted and determine matters in accordance with those rules, as well as the Societies Act and these Bylaws.

5.10 Adjournment

A General Meeting may be adjourned from time to time and from place to place, but no business will be transacted at an adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

5.11 Notice of Adjournment

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 will be given pursuant to section 4.5.

5.12 Minutes of General Meetings

The Secretary or such other Person designated by the Board will ensure that minutes are taken for all General Meetings.

6. VOTING BY MEMBERS

6.1 Ordinary Resolution Sufficient

Under the Societies Act, these Bylaws or adopted rules of order provide otherwise, every issue for determination by a vote of the Members will be decided by an Ordinary Resolution.

6.2 Entitlement to Vote

Each Voting Member in good standing is entitled to one (1 ) vote on matters for determination by the Members. No other Person is entitled to vote on a matter for determination by the Members, whether at a General Meeting or otherwise.

6.3 Voting Other than at General Meeting

The Board may, in its sole discretion, conduct a vote of the Members other than at a General Meeting, whether by mail-in ballot or Electronic Means, provided in each case that the Society provides each Member in good standing with notice of:

the text of the resolutions to be voted on;

(b) the open and closing dates for casting a vote; and instructions on how a Member may cast a vote.

6.4 Voting Methods

Voting by Members may occur by any one or more of the following methods, in the discretion of the Board:

by show of hands or voting cards;
by written ballot; or by vote conducted by Electronic Means.

Where a vote is to be conducted by show of hands or voting cards, and prior to the question being put to a vote, a number of Members equal to not less than 10% of the votes present may request a secret ballot, and where so requested the vote in question will then be conducted by written ballot or other means whereby the tallied votes can be presented anonymously in such a way that it is impossible for the assembly to discern how a given Member voted.

Voting by Proxy

Voting by proxy is not permitted.

Voting by Chair

If the Person presiding as chairperson of a General Meeting is a Member, then they may, in their sole discretion, cast a vote on any motion or resolution under consideration at the same time as voting occurs by all Members. A chairperson who is not a Member has no vote.

The chairperson of a General Meeting does not have a second or a casting vote in the event of a tie and a motion or resolution that is tied is defeated.

7. DIRECTORS

7.1 Management of Property and Affairs

The Board will have the authority and responsibility to manage, or supervise the management of, the property, and the affairs of the Society.

7.2 Composition of Board

The Board will be composed of a minimum of five (5) and a maximum of nine (9) Directors, as follows:

at least four (4) and not more than seven (7) persons elected in accordance with section 8.2, which number may be set within that range from time to time by Board Resolution;

up to two (2) persons appointed in accordance with section 1 .1 (mm).
The Board may, by Board Resolution, fix the number of Director positions within the range set above from time to time, if the lowering of the number will not require any Director to resign or cease office, but will take effect at the next election of Directors.

7.3 Invalidation of Acts

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

7.4 Qualifications of Directors

A Person may not be nominated, elected or appointed to serve (or continue to serve) as a Director if he or she:

is less than 18 years of age;
is not a Member in good standing;
has been found by any court, in Canada or elsewhere, to be incapable of managing his or her own affairs;
is an undischarged bankrupt; or

has been convicted of a prescribed offence within the prescribed period, for which no pardon has been granted, all in accordance with the Societies Act.

7.5 Term of Directors

At the first AGM following the date in which these Bylaws come into force, the four Directors receiving the highest number of votes will hold office for a term of three (3) years. The remaining Directors will hold office for a term of two (2) years. Thereafter, all elected or appointed Directors will serve for a term of three (3) years commencing on the date elected and expiring on the AGM of their third (3^rd) year in office.

For purposes of calculating the duration of a Director’s term of office, the term will be deemed to commence at the close of the Annual General Meeting at which such Director was elected. If, however, the Director was elected at an extraordinary general meeting his or

her term of office will be deemed to have commenced at the close of the Annual General Meeting next following such extraordinary general meeting. If a Director is elected or appointed to fill a vacancy in the Board, the term of that Director will expire on the same date as the position that he or she is replacing.

7.6 Consecutive Terms and Term Limits

Directors may be elected for up to eight (8) consecutive years, by any combination of terms. A Person who has served as a Director for eight (8) consecutive years may not be re-elected for at least one (1) year following the expiry of their latest term.

7.7 Extension of Term to Maintain Minimum Number of Directors

Every Director serving a term of office will retire from office at the close of the Annual General Meeting in the year in which his or her term expires, provided that if insufficient successors are elected and the result is that the number of Directors would fall below four (4), the Person or Persons previously elected as Directors may, if they consent, continue to hold office, and the term of such Director or Directors is deemed to be extended, until such time as successor Directors are elected.

7.8 Appointment to fill Vacancy

If a Director ceases to hold office before the expiry of his or her term, the Board, by Board Resolution, may appoint a Member qualified in accordance with section 7.4 to fill the resulting vacancy.

The position occupied by an appointed replacement Director will become available for election at the next Annual General Meeting and each such appointed replacement Director will continue in office until the conclusion of the next Annual General Meeting unless sooner ceasing to be a Director. The appointed replacement Director may run for the vacant position.

The period during which a Person serves as an appointed replacement Director does not count toward the term limits set out above.

7.9 Removal of Director

The Members may remove a Director before the expiration of such Director’s term of office by Special Resolution and may elect a replacement Director by Ordinary Resolution to serve for the balance of the removed Director’s term.

7.10 Ceasing to be a Director

A Person will immediately and automatically cease to be a Director:

upon the date, which is the later of:

the date of delivering his or her resignation in writing to the Chair or to the

Address of the Society; and the effective date of the resignation stated therein; or

upon the expiry of his or her term, unless re-elected; or
upon the date, such Person is no longer qualified pursuant to section 7.4; or
upon his or her removal; or

upon the absence of three (3) consecutive Board Meetings, without a valid reason acceptable to the board; upon his or her death; or

(g) upon a Director being convicted of under the criminal code of Canada of a) an indictable offense; b) assault or threats to another person; c) sexual assault, touching or interference against a person or any other criminal offense that would bring the Society into disrepute if the Director was not removed. In no circumstance will a conviction for acts committed in the defense of Aboriginal title or rights be construed as an offense under this section.

7.11 Board Resignation

The position of a Director of the Society shall be vacated upon receipt by the President or Secretary of a resignation in writing by such Director or by a four (4) of seven (7) votes or a 50 ⁰/0+1 of the Board of Directors present at a meeting duly called for that purpose. The Board of Directors may fill such vacancy until the next Annual General Meeting.

7.12 Transition of Directors’ Terms

Each Person who is a Director on the date these Bylaws become effective will continue as a Director for the term to which he or she was most recently elected.

Previous terms served by Directors on transition will be counted towards the term limits set out above.

8. NOMINATION AND ELECTION OF DIRECTORS

8.1 Nomination of Directors

Nominations for election as a Director must be made in accordance with this section and such policies and procedures as are established by the Board from time to time.

All nominations are subject to the following rules:

a nomination must be made in writing, in a form established by the Society;
a nominee must be in good standing to be nominated and must remain in good standing to stand for election;
a nominee must be qualified in accordance with section 7.4 to stand for election; and
a Member may not nominate more nominees than the total number of Director positions available for election.

8.2 Elections Generally

Directors will be elected by acclamation or by vote of the Members, in accordance with the applicable provisions of these Bylaws and such election policies and procedures as are established by the Society from time to time.

To the extent possible, approximately half of Director positions will become vacant for election or re-election each year.

8.3 Election at Annual General Meeting

Election of Directors will normally take place at, or prior to, the Annual General Meeting and Directors so elected will take office commencing at the close of such meeting.

8.4 Election by Acclamation

In elections where the number of eligible nominees at the close of the nomination period is equal to or less than the number of positions for Directors that will become vacant at the close of the next Annual General Meeting, then the eligible nominees are deemed to be elected by acclamation and no vote will be required.

8.5 Election by Secret Ballot

In elections where there are more eligible nominees than vacant positions for Directors at the close of the nomination period, election will be by secret ballot and the following rules will apply:

the secret ballot may be conducted by written ballot, either at or prior to the Annual General Meeting, all at the discretion of the Board;

ballots will be sent or otherwise made accessible to all Members in good standing, and only to those Persons;
each ballot will include the name of each eligible nominee and the number of vacancies to be filled;
no Member will vote for more Directors than the number of vacant positions. Any ballot will be deemed to be void if it records votes for more nominees than there are vacant positions;

ballots will be counted following the close of the election period by scrutineers appointed by the Board;

nominees will be deemed to be elected in order of those nominees receiving the most votes;

in the event of a tie between two or more eligible nominees for the final vacant position, the scrutineers will place one ballot marked for each tied nominee into a suitable container and the Chair will draw one ballot from the container at random, which nominee selected will be elected to the final vacant position; and
the results of an election by secret ballot will be announced to all Members following the counting of the ballots.

8.6 Elections and Voting

Each Member in good standing except for the Associate Members shall have one (1 ) vote only at an election of Directors of the Society and upon motion properly put before a meeting of the membership.

8.7 Nomination and Election Policies

The Board may establish, by Board Resolution from time to time, such additional policies and procedures related to the nomination and election of Directors as it determines are necessary or prudent for the Society, if no such policy and procedure is valid to the extent that it is contrary to the Societies Act or these Bylaws.

8.8 Director Eligibility

To be eligible to be a candidate for election or appointment as a Director, all candidates must meet the following criteria:

be a person of good character;
be a resident of the North Okanagan District; and
within the previous five (5) years, has not been convicted under the criminal code of Canada of:

an indictable offense; assault or threats to another person;

sexual assault, sexual touching or sexual interference against a person; or
any other criminal offense that would bring the Society into disrepute if the Director was not removed. In no circumstance will a conviction for acts committed in the defense of Aboriginal title or rights be construed as an offense under this section.

9. POWERS AND RESPONSIBILITIES OF THE BOARD

9.1 Powers of Directors

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 Bylaws or by statute or otherwise lawfully directed or required to be exercised or done by the Members in a General Meeting, but nevertheless subject to the provisions of: (a) all laws affecting the Society; and

(b) these Bylaws and the Constitution.

Without limiting the generality of the foregoing, the Board will have the power to make expenditures, including grants, gifts and loans, whether secured or interest-bearing, in furtherance of the purposes of the Society. The Board will also have the power to enter into trust arrangements or contracts on behalf of the Society in furtherance of the purposes of the Society.

9.2 Duties of Directors

Pursuant to the Act and these Bylaws, every Director will:

act honestly and in good faith with a view to the best interests of the Society;
exercise the care, diligence and skill that a reasonably prudent individual would exercise in comparable circumstances;
act in accordance with the Act and the regulations thereunder; and subject to sections 9.2(a) to 9.2(c), act in accordance with these Bylaws;
the Board of Directors will be responsible for the implementation of the objects and for the management and administration of the affairs of the Society;

the Board of Directors shall name such standing committees as are necessary for the conduct of its affairs;

the Chairman for each standing committee shall be appointed by the Board of Directors from among themselves except for the Finance Committee where the Treasurer is deemed the chairman per section 12.8(c) of these Bylaws;

any Director of the Society who is, directly or indirectly, interested in a proposed contract or transaction with the Society must disclose fully and promptly the nature and extent of the interest to each of the Directors of the Society;
The Directors will ensure that any opportunities, services or benefits provided by the Society are provided in a fair and open manner so as to avoid nepotism or a conflict of interest.

Without limiting sections 9.2(a) to 9.2(c), a Director, when exercising the powers and performing the functions of a Director, must act with a view to the purposes of the Society.

9.3 Policies and Procedures

The Board may establish such rules, regulations, policies or procedures relating to the affairs of the Society as it deems expedient, if no rule, regulation, policy or procedure is valid to the extent that it is inconsistent with the Societies Act, the Constitution or these Bylaws.

9.4 Remuneration of Directors and Officers and Reimbursement of Expenses

Directors must not be remunerated in any capacity, however Directors may be reimbursed for necessary and reasonable expenses incurred by him or her while engaged in the affairs of the Society, if all claims for reimbursement are in accordance with established policies. The Society will not alter or delete this bylaw without first obtaining the written consent of the British Columbia Housing Management Commission.

9.5 Investment of Property and Standard of Care

If the Board is required to invest funds on behalf of the Society, the Board may invest the property of the Society in any form of property or security in which a prudent investor might invest. The standard of care required of the Directors is that they will exercise the care, skill, diligence and judgment that a prudent investor would exercise in making investments considering the purposes and distribution requirements of the Society. The Board may establish further policies related to the investment of the Society’s funds and property, if such policies are not contrary to the Societies Act or these Bylaws.

9.6 Investment Advice

The Directors may obtain advice with respect to the investment of the property of the Society and may rely on such advice if a prudent investor would rely upon the advice in comparable circumstances.

9.7 Delegation of Investment Authority to Agent

The Directors may delegate to a stockbroker, investment dealer, or investment counsel the degree of authority with respect to the investment of the Society’s property that a prudent investor might delegate in accordance with ordinary business practice.

10. PROCEEDINGS OF THE BOARD

10.1 Board Meetings

Meetings of the Board may be held at any time and place determined by the Board.

Meetings may include regular meetings and ad hoc meetings, as determined by the Board.

10.2 Regular Meetings

The Board may decide to hold regularly scheduled meetings to take place at dates and times set in advance by the Board. Once the schedule for regular meetings is determined and notice given to all Directors, no further notice of those meetings is required to be provided to a Director unless:

that Director was not in office at the time notice of regular meetings was provided; or
the date, time or place of a regular meeting has been altered.

10.3 Ad Hoc Meetings

The Board may hold an ad hoc meeting in any of the following circumstances:

at the call of the Chair; or
by request of any two (2) or more Directors.

10.4 Notice of Board Meetings

At least two (2) days’ notice will be sent to each Director of:

an ad hoc board meeting; or
a change to a regular board meeting for which notice was previously provided.

However, no formal notice will be necessary if all Directors were present at the preceding meeting when the time and place of the meeting was decided or are present at the meeting or waive notice thereof in writing or give a prior verbal waiver to the Secretary.

For the purposes of the first meeting of the Board held immediately following the election of a Director or Directors conducted at a general meeting, or for the purposes of a meeting of the Board at which a Director 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 Director or Directors for the meeting to be properly constituted.

If a meeting of the Board will permit participation by Electronic Means, the notice of that meeting must inform Directors and other participants (if any) that they may participate by Electronic Means and provide instructions on how to do so.

10.5 Attendance at Board Meetings

Every Director is entitled to attend each meeting of the Board.

No other Person is entitled to attend meetings of the Board, but the Board may invite any Person or Persons to attend one or more meetings of the Board as advisors, observers or guests.

10.6 Participation by Electronic Means

The Board may determine, in its discretion, to hold any meeting or meetings of the Board in whole or in part by Electronic Means, to allow some or all parties to participate in the meeting remotely.

Where a meeting of the Board is conducted by Electronic Means, the Society must take reasonable steps to ensure that all participants can communicate and participate in the meeting.

10.7 Quorum

Quorum for meetings of the Board will be a majority of the Directors currently in office.

10.8 Director Conflict of Interest

A Director who has a direct or indirect material interest in a contract or transaction (whether existing or proposed) with the Society, or a matter for consideration by the Directors:

will be counted in the quorum at a meeting of the Board at which the contract, transaction or matter is considered;
will disclose fully and promptly the nature and extent of his or her interest in the contract, transaction or matter;
may not vote on the contract, transaction or matter;
will remove themselves from the meeting or portion thereof:

at which the contract, transaction or matter is discussed, unless requested by the Board to remain to provide relevant information; and in any case, during the vote on the contract, transaction or matter; and will refrain from any action intended to influence the discussion or vote.

The Board may establish further policies governing conflicts of interest of Directors and others, if such policies must not contradict the Societies Act or these Bylaws.

10.9 Failing to Disclose Conflict

A Director who fails to disclose a conflict of interest, then votes on a motion in which the Director or a member of his family receives a benefit there from is subject to discipline set out in the Board’s Conflict of Interest Policy. As a remedy, the Board may rescind the original motion or void the contract, service or benefit, as the case may be.

10.10 Chair to Determine Procedure

In the event of any doubt, dispute or ambiguity in relation to procedural matters or parliamentary process at a meeting of the Board, the person presiding as President will have the authority to interpret and apply such rules of order as the meeting has adopted and determine matters in accordance with those rules, as well as the Societies Act and these Bylaws.

10.1 1 Minutes of Board Meetings

The Secretary or such other Person designated by the Board will ensure that minutes are taken for all meetings of the Board.

11. DECISION MAKING AT BOARD MEETINGS

11.1 Passing Resolutions and Motions

Any issue at a meeting of the Board which is not required by the Societies Act, these Bylaws or such rules of order as may apply to be decided by a resolution requiring more than a simple majority, will be decided by Board Resolution.

11.2 Resolution in Writing

A Board Resolution may be in two or more counterparts which together will be deemed to constitute one resolution in writing. Such resolution will be filed with minutes of the proceedings of the Board and will 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.

11.3 Entitlement to Vote

Subject to section 10.8, each Director is entitled to one (1) vote on all matters at a meeting of Board. No other Person is entitled to a vote at a meeting of the Board.

11.4 Procedure for Voting

Except where expressly provided for in these Bylaws, voting on matters at a meeting of the Board may occur by any one or more of the following mechanisms, in the discretion of the Chair:

by show of hands; (b) by written ballot;

On the request of any one (1) or more Directors, a vote will be conducted by written ballot or other means whereby the tallied votes can be presented anonymously, in such a way that it is impossible for the assembly to discern how a given Director voted.;

12. OFFICERS

12.1 Officers

The officers of the Society shall be the President, Vice President, Secretary, and Treasurer. Such officers shall be elected by the Board of Directors at an organizational meeting immediately following the annual election of Directors. Elected Officers shall be members of the Executive Committee and shall serve in their elected position for the duration of their Board of Director term.

Any officer who resigns or for any reason is unable to complete his/her term of office may be replaced on majority vote by the Board of Directors, except for the office of President. President may be replaced by the Vice-President.

12.2 Election of Officers

At each meeting of the Board immediately following an Annual General Meeting, the Board will elect the officers.

12.3 Term of Officer

The term of office for each officer will be one (1) year, commencing on the date the Director is elected as an officer in accordance with section 12.2 and continuing until the first meeting of the Board held after the next following Annual General Meeting. A Director may be elected as an officer for consecutive terms.

12.4 Removal of Officers

A Person may be removed as an officer by Board Resolution.

12.5 Replacement

Should the President or any other officer for any reason be unable to complete his or her term, the Board will remove such officer from his or her office and will elect a replacement without delay.

12.6 Duties of Chair

The president will be responsible for making the necessary arrangements for:

the other Directors and officers in the execution of their duties and will preside at all meetings of the Society and of the Board;

presiding at all meetings of the Society, Board and Executive and shall enforce the observance of the Constitution and the By-Laws of the Society and will exercise general care and supervision to the affairs of the Society;
being an ex-officio member of all Committees; and
may be empowered to act as one of the signing officers for the Society.

12.7 Duties of Vice-Chair

In the absence or demise of the President, perform the duties of the President, and when so acting, shall have all the powers and be subject to all the responsibilities here-by given or imposed on the President.

May be empowered to act as one of the officers for the Society.

12.8 Duties of Secretary

The Secretary will be responsible for making the necessary arrangements for: (a) the issuance of notices of meetings of the Society and the Board;

the keeping of minutes of all meetings of the Society and the Board;
the custody of all records and documents of the Society, except those required to be kept by the Treasurer;
the maintenance of the register of Members;

the conduct or cause to be conducted the official correspondence of the Society; and may be empowered by the Board of Directors to act as a signing officer.

12.9 Duties of Treasurer

The Treasurer will be responsible for making the necessary arrangements for:

the keeping of such financial records, reports and returns, including books of account, as are necessary to comply with the Societies Act and the Income Tax Act;
the proper keeping of the books of account and such other records as may be prescribed by law or as may be required by the Society are adhered by the Society bookkeeper;
be the Chairman of the Finance Committee;
the rendering of financial statements to the Directors, Members and others, when required; and

may be empowered by the Board of Directors to act as a signing officer of the Society.

12.10 Absence of Secretary at Meeting

If the Secretary is absent from any General meeting or meeting of the Board, the Directors present will appoint another Person to act as secretary at that meeting.

12.11 Combination of Offices of Secretary and Treasurer

The offices of Secretary and Treasurer may be held by one Person who will be known as the Secretary-Treasurer.

13. SENIOR MANAGERS

13.1 Appointment of Senior Managers

The Board may, by Board Resolution, appoint an Executive Director and may appoint other Senior Managers as it determines necessary from time to time.

The Board is responsible to supervise all Senior Managers in the performance of their duties.

13.2 Executive Director

The Executive Director, if any is appointed, will manage the affairs of the Society and shall be responsible for the administration of the Society. The Executive Director will direct and manage the Society’s office and personnel. The Executive Director will have such other duties and responsibilities as determined by the Board.

The Executive Director shall regularly report to and advise the Board on all matters relevant to the affairs of the Society.

13.3 Removal of Senior Manager

A senior manager may be removed by Board Resolution.

14. INDEMNIFICATION

14.1 Indemnification of Directors and Eligible Parties

To the extent permitted by the Act, each Director and eligible party (as defined by the Act) will be indemnified by the Society against all costs, charges and expenses, including legal and other fees, and reasonably incurred about any legal proceeding or investigative action, whether current, threatened, pending or completed, to which that Person by reason of his or her holding or having held authority within the Society:

is or may be joined as a party to such legal proceeding or investigative action; or
is or may be liable for, or, in respect of a judgment, penalty or fine awarded or imposed in, or an amount paid in settlement of such legal proceeding or investigative action.

14.2 Purchase of Insurance

The Society may purchase and maintain insurance for the benefit of any or all Directors, officers, employees or agents against personal liability incurred by any such Person as a Director, officer, employee or agent.

15. COMMITTEES

15.1 Creation and Delegation to Committees

The Board may create such standing and special committees, working groups or task forces as may from time to time be required. Any such committee will limit its activities to the purpose or purposes for which it is appointed and will have no powers except those specifically conferred by a Board Resolution. All such committees shall have a ‘Terms of Reference’ approved of by the Board of Directors prior to commencing any committee work on behalf of that Society.

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

15.2 Standing and Special Committees

Unless specifically designated as a standing committee, a committee is deemed to be a Special Committee and any Special Committee so created must be created for a specified time only.

A Special Committee will automatically be dissolved upon the earlier of the following:

the completion of the specified time; or

(b) the completion of the task for which it was created.

15.3 Terms of Reference and Rules

In the event the Board decides to create a committee, it must establish Terms of Reference for such committee. A committee, in the exercise of the powers delegated to it, will conform to any rules that may from time to time be imposed by the Board in the Terms of Reference or otherwise, and will 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 may determine.

15.4 Meetings

The members of a committee may meet and adjourn as they think proper and meetings of the committees will be governed mutatis mutandis by the rules set out in these Bylaws governing proceedings of the Board.

15.5 Dissolution of Committee

The Board may dissolve any committee by Board Resolution.

16. EXECUTION OF INSTRUMENTS

16.1 No Seal

The Society may have a corporate seal but will not use the seal for executing documents.

16.2 Execution of Instruments

Contracts, documents or instruments in writing requiring the signature of the Society may be signed as follows:

by the Chair, together with one other Director; or
if the Chair is unavailable to provide a signature, by any two Directors.

All contracts, documents and instruments in writing so signed will be binding upon the Society without any further authorization or formality.

The Board will have power from time to time, by Board Resolution, to appoint any officer or officers, or any Person or Persons, on behalf of the Society either to sign contracts, documents and instruments in writing generally or to sign specific contracts, documents or instruments in writing.

16.3 Signing Officers

The Board will, from time to time by Board Resolution, appoint signing officers who shall be authorized to sign cheques and all banking documents on behalf of the Society.

16.4 FINANCIAL MATTERS AND REPORTING

16.5 Fiscal Year

The fiscal year of the Society may be determined by the Board from time to time.

16.6 Accounting Records

The Society shall maintain such financial and accounting records and books of account as are required by the Societies Act and applicable laws.

16.7 Borrowing Powers

To carry out the purposes of the Society, the Board may, on behalf of and in the name of the Society, raise or secure the payment or repayment of money in any manner it decides, including the granting of guarantees, and but without limiting the foregoing and subject to section 19.5, by the issue of debentures.

16.8 Restrictions on Borrowing Powers

The Members may by Ordinary Resolution restrict the borrowing powers of the Board.

16.9 When Audit Required

The Society is not required by the Societies Act to be audited. However, the Society will conduct an audit or review of its annual financial statements if:

the Directors determine by Board Resolution that it is in the best interest of the Society to conduct an audit or review engagement; or

(b) the Members require the appointment of an auditor by Ordinary Resolution.

In which case the Society will appoint an auditor qualified in accordance with, and will comply with all relevant provisions of, Part 9 of the Societies Act and these Bylaws.

16.10 Appointment of Auditor at Annual General Meeting

If the Society determines to conduct an audit or review engagement, an auditor will be appointed at an Annual General Meeting, to hold office until such auditor is reappointed at a subsequent Annual General Meeting or a successor is appointed in accordance with the procedures set out in the Societies Act or until the Society no longer wishes to appoint an auditor.

16.11 Vacancy in Auditor

Except as provided in section 16.12, the Board will fill any vacancy occurring in the office of an auditor and an auditor so appointed will hold office until the next Annual General Meeting.

16.12 Removal of Auditor

An auditor may be removed and replaced by Ordinary Resolution in accordance with the procedures set out in the Societies Act.

16.13 Notice of Appointment

An auditor will be promptly informed in writing of such appointment or removal.

16.14 Restrictions on Appointment

A person who is not independent of the Society in accordance with section 1 13 of the Societies Act must not be appointed or act as the auditor for the Society.

16.15 Auditor’s Report

The auditor, if any is appointed, must prepare a report on the financial statements of the Society in accordance with the requirements of the Societies Act and applicable law.

16.16 Participation in General Meetings

The auditor is entitled in respect of a General Meeting to:

receive every notice relating to the meeting that a Member is entitled to;
attend the meeting; and
to be heard at the meeting on any part of the business of the meeting that deals with the auditor’s duties or function.

An auditor who is present at a General Meeting at which the financial statements are considered must answer questions concerning those financial statements, the auditor’s report, if any, and any other matter relating to the auditor’s duties or function.

17. NOTICE GENERALLY

17.1 Method of Giving Notice

Except as otherwise provided in these Bylaws, a notice may be given to a Member or a Director either personally, by delivery, courier or by mail posted to such Person’s Registered Address, or, where the member has provided a fax number or electronic mail address, by fax or electronic mail, respectively.

17.2 When Notice Deemed to have been Received

A notice sent by mail will be deemed to have been given on the 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, if, 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 occurs, then such notice will only be effective when received.

Any notice delivered personally, by delivery or courier, facsimile, or electronic mail will be deemed to have been given on the day it was so delivered or sent.

17.3 Days to be Counted in Notice

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 and the day on which the event for which notice is given will not be counted in the number of days required.

18. MISCELLANEOUS

18.1 Dissolution

Upon dissolution of the Society, the assets thereupon remaining shall be distributed to such recognized Canadian charitable organization or organizations as the Directors may deem met. This provision was previously unalterable.

18.2 Disposition of Assets

To further clarify bylaw 18.1 , the Canadian charitable organization or organizations referred to in bylaw 18.1 shall be organizations serving an indigenous population, and having aims or purposes similar to those of this Society. The Society will not alter or delete this bylaw without first obtaining the written consent of the British Columbia Housing Management

Commission.

18.3 Unalterable Constitution Provision

In accordance with Section 245 of the Societies Act, SBC 2015, c. 18 and Section 18 of B.C. Reg. 216/2015, previously unalterable constitution provisions may not be altered or deleted without the prior written consent of the Government of British Columbia Minister(s) therein identified.

18.4 Operations

The operations of the Society shall be chiefly carried on in the North Okanagan region of the Province of British Columbia.

18.5 Inspection of Documents and Records

The documents and records of the Society, including the financial and accounting records and the minutes of General Meetings, committee meetings and meetings of the Board, will be open to the inspection of any Director at reasonable times and on reasonable notice.

A Member in good standing is entitled, upon providing not less than fourteen (14) days’ notice in writing to the Society, to examine any of the following documents and records of the Society at the Address of the Society during the Society’s normal business hours:

the Constitution and these Bylaws, and any amendments thereto;
the statement of directors and registered office of the Society;
minutes of any General Meeting, including the text of each resolution passed at the meeting;
resolutions of the Members in writing, if any;

annual financial statements relating to a past fiscal year that have been received by the Members in a General Meeting; the register of Directors;

(g) the register of Members;

the Society’s certificate of incorporation, and any other certificates, confirmations or records furnished to the Society by the Registrar;

copies of orders made by a court, tribunal or government body in respect of the Society; o the written consents of Directors to act as such; and

(k) the disclosure of a Director or of the Executive Director regarding a conflict of interest.

Except as expressly provided by statute or at law, a Member will not be entitled or have the right to examine or inspect any other document or record of the Society. However, subject to such policies as the Board may establish, a Member in good standing may request, in writing delivered to the Address of the Society, to examine any other document or record of the Society and the Board may allow the Member to examine the document or a copy thereof, in whole or in part and subject to such redaction as the Board deems necessary, all in the Board’s sole discretion.

Copies of documents to which a Member can examine may be provided on request by the Member for a reasonable production fee to be determined by the Board.

18.6 Right to become Member of other Society

The Society will have the right to subscribe to, become a member of, and cooperate with any other society, corporation or association whose purposes or objectives are in whole or in part like the Society’s purposes.

18.7 Remuneration

The Directors must serve without remuneration, and the Directors must not receive, directly or indirectly, any profits from their position as Directors but may be paid reasonable expenses incurred by them in performance of their duties. This provision was previously unalterable.

18.8 No Gain

The Society must be carried on without purpose of gain for its member(s) and no part of any income of the Society shall be payable or otherwise available for the personal benefit of the member(s) thereof without receiving full and valuable consideration and any profits or other accretions to the Society shall be used for promoting its purposes. This provision was previously unalterable.

18.9 Affordable Housing Purpose

The Society will not alter or delete the affordable housing purpose set out in its constitution and the Society will not alter or delete this bylaw without first obtaining the written consent of the British Columbia Housing Management Commission.

19. BYLAWS

19.1 Entitlement of Members to copy of Constitution and Bylaws

On being admitted to membership, each Member is entitled to, and upon request the Society will provide him or her with, access to the Constitution and these Bylaws.

19.2 Special Resolution required to Alter Bylaws

These Bylaws will not be altered except by Special Resolution.

19.3 Effective Date of Alteration

Any alteration to the Bylaws or Constitution will be take effect on the date the alteration application is filed with the Registrar in accordance with the Societies Act.

19.4 Fiscal Year

The fiscal year shall be April 1 ^stto March 31 ^st

19.5 Funds

All funds of the Society shall be deposited in the name of the Society at a bank or banks to be selected by the Board of Directors.

The Society shall have the power to invest its funds only in securities authorized by law.

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 but without limiting the generality of the foregoing, by the issue of debentures.

A debenture shall not be issued without the authorization of a special resolution. The issuance shall not exceed a period of one year of the resolution.

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.

The President, Treasurer, Executive Director, and in cases of emergency, the Secretary, may be empowered by the Board of Directors to act as signing officers for the Society, per Bylaw (4) Section 5 and Section 7.

19.6 Auditors

At the Annual General Meeting of the members of the Society an auditor or auditors, who shall be a member of the Institute of Chartered Accountants of British Columbia or Certified General Accountants, shall be appointed to hold office until the next Annual General Meeting of the Society.

19.7 Payment of Accounts

All accounts against the Society shall be examined and passed by the signing officers of the Society before being paid and all cheques or drafts authorized to be drawn or made shall be signed by such officers as shall be appointed by resolution of the Board of Directors. Authorized salaries and rentals and all such accounts as may be authorized by the Board of Directors may be paid from time to time without submission to the Board of Directors.

19.8 Rules of Order

All resolutions proposed at a Board of Directors meeting need to be moved and seconded and the chairman of a meeting may move or propose a resolution.

In the case of an equality of votes the chairman shall not have a casting or second vote in addition to the vote to which he/she may be entitled as a Director of the Society and the proposed resolution shall not pass.

19.9 Seal

The official seal shall bear the name of the Society, the year of the Society’s incorporation and it shall be used in the manner prescribed by the Society. It shall be in the custody of the Secretary.

19.10Amendment of Bylaws

The bylaws of the Society shall not be altered or added, any part of them may be amended or repealed by resolution of an affirmative vote of not less than two-thirds (2/3) of the Members attending and entitled to vote a duly convened meeting. The bylaws may only be amended or repealed at a meeting called for amending the bylaws.

Where amendment or repeal of the bylaws of the Society or any part of them is to be proposed by a member, a notice of motion incorporating the text of the proposal shall be submitted to the Board of Directors no later than sixty (60) days prior to the date of the meeting at which such amendments are to be considered is to be moved. A copy of the notice of motion shall be posted in local media (newspaper) not less than thirty (30) days prior to the meeting.

The Board of Directors may employ an Executive Director and such other Staff, full or part time, under terms necessary for the NOFCS to further its aims and objectives. The President of the Board of Directors is responsible for the day to day supervision of the Executive Director. The Executive Director shall be responsible for supervising and directing all Staff, shall act as the Board/Staff liaison and shall undertake other duties as the NOFCS policies direct.

The Executive Director shall be dismissed only by motion of the Board of Directors.

The Board of Directors shall determine by resolution the remuneration of all Staff and agents of the NOFCS.

Bylaws and Constitutions