Constitution and Bylaws of the Shuswap Cycling Club

November 2018

Constitution        

Article 1 – Name        

Article 2 – Purpose        

Bylaws of the Shuswap Cycling Club Society (the “Society”)        

Part 1 – Definitions and Interpretation        

Definitions        

Definitions in Act apply        

Part 2 – Members        

Application for membership        

Duties of members        

Amount of membership fees        

Member not in good standing        

Rights and benefits of members in good standing

Cessation of membership

Termination or suspension of membership        

Part 3 – General Meetings of Members        

Time and place of general meeting        

Ordinary business at general meeting        

Notice of general meeting        

Chair of general meeting        

Alternate chair of general meeting        

Quorum required        

Quorum for general meetings        

Lack of quorum at commencement of meeting        

If quorum ceases to be present        

Adjournments by chair        

Notice of continuation of adjourned general meeting        

Order of business at general meeting        

Methods of voting        

Announcement of result        

Proxy voting not permitted        

Matters decided at general meeting by ordinary resolution        

No electronic participation or voting in general meetings        

Minutes of general meetings        

Part 4 – Directors        

Number of directors on board        

Qualifications of directors        

Terms of office for directors        

Acclamation, election or appointment of directors        

Removal of director        

Directors may fill casual vacancy on board        

Term of appointment of director filling casual vacancy        

Appointment of board positions        

Directors at large        

Removal of an officer        

Director or officer cease to hold office        

Notice of change of directors        

Part 5 – Directors’ Meetings        

Calling directors’ meeting        

Notice of directors’ meeting        

Proceedings valid despite omission to give notice        

Conduct of directors’ meetings        

Quorum of directors        

Participation in Meetings by Electronic Means        

Part 6 – Board Positions        

Role of president        

Role of vice-president        

Role of secretary        

Absence of secretary from meeting        

Role of treasurer        

Delegation of duties of the board        

Part 7 – Remuneration of Directors and Signing Authority        

Remuneration of directors        

Signing authority        

Part 8 – Borrowing        

Borrowing        

Part 9 – Indemnity        

Definitions for this part        

Indemnification        

Indemnification or payment prohibited        

Society to apply for court approval        

Deemed contract of indemnification        

Insurance        

Part 10 – Access to Records of the Society        

Locations of records        

Inspection by members        

Copies of records        

Part 11 – Policies        

Establishing policies for the society        

Amendment or cancellation of policies        

Conflict with Act or regulations        

Part 12 - Previously Unalterable Provisions        

Previously unalterable provisions        

Constitution

Article 1 – Name

The name of this Society shall be (the) Shuswap Cycling Club Society, also referred to as "The Club" in the following document.

Article 2 – Purpose

The purpose of the Club shall be

  1. to promote all disciplines of bicycling (BMX, Cyclocross, Downhill, Mountain, Road, Touring) in the greater Shuswap area,
  2. to encourage and facilitate touring, races, bicycle outings, coaching and training and all forms of recreational bicycling activities,
  3. to defend and protect the rights of bicyclists,
  4. to advocate and act in the interests of the Shuswap cycling community with local and regional authorities,
  5. to secure a better understanding and recognition of the need for safer riding conditions,
  6. to encourage the allocation of facilities for bicycling on public lands,
  7. to cooperate with public authorities in the observance of all traffic regulations,
  8. to provide an opportunity for members to socialize with others who have an interest in bicycling,
  9. to recognize and promote bicycles as vehicles used for pleasure, fitness and transportation, and
  10. to support and cooperate with other organizations with a similar goals and purpose.

Bylaws of the Shuswap Cycling Club Society (the “Society”)

Part 1 – Definitions and Interpretation

  1. Definitions

In these Bylaws:

  1. “Act” means the Societies Act of British Columbia as amended from time to time;
  2. Annual General Meeting means the meeting of Members held once a calendar year in accordance with and subject to the Societies Act;
  3. “Board” means the directors of the Society;
  4. “Bylaws” means these Bylaws as altered from time to time;
  5. “Electronic” means created, recorded, transmitted or stored in digital or other intangible form by electronic, magnetic or optical means or by any other similar means;
  6. “Electronic Means” means to communicate using any system or combination of systems such as mail, telephone, electronic, radio, computer, web-based technology, or communication facility that, in relation to a:
  1. meeting or proceeding, permits all participants to communicate with each other or otherwise participate contemporaneously, in a manner comparable but not necessarily identical, to a meeting where all are present in the same room; or
  2. vote, permits Voting Members to cast a vote on a matter for determination in a manner that adequately discloses the intention of the Voting Members;
  1. Extraordinary General Meeting means any general meeting of the Members held in accordance with these Bylaws other than an Annual General Meeting;
  2. “General Meeting means the Annual General Meeting or an Extraordinary General Meeting;
  3. “Member” means a member of the Society;
  4. “Membership Fees” means the annual membership and enrolment fees, and any other fees of membership;
  5. “Officers” has the meaning set out in Article 4.7;
  6. “Ordinary Business” has the meaning set out in Article 3.3;
  7. “Ordinary Resolution” means, any of the following:
  1. a resolution passed at a General Meeting by a simple majority of the votes cast by the Members in good standing of the Society who, being entitled to do so, vote in person at such General Meeting; and
  2. a resolution consented to in writing, after being sent to all of the Members in good standing at the time, by at least 2/3 of such Members in good standing;
  1. “Policies” has the meaning set out in Article 11.1;
  2. “Senior Manager has the same meaning as set out in the Act;
  3. “Special Business” means all business at a General Meeting, except Ordinary Business;
  4. “Special Resolution means, any of the following:
  1. a resolution passed at a General Meeting by at least 3/4 of the votes cast by the Members in good standing of the Society who, being entitled to do so, vote in person at such General Meeting; and
  2. a resolution consented to in writing by all of the Members in good standing;
  1. “Society means the Shuswap Cycling Club Society; and
  2. “Three-Quarters (¾) Resolution of the Board shall mean any of the following:
  1. a resolution adopted at a Board meeting, where quorum is met, by at least ¾ of the directors at such meeting; or
  2. a resolution consented to in writing by all of the directors then in office.

  1. Definitions in Act apply

The definitions in the Act, as amended from time to time, shall apply to these Bylaws.

Part 2 – Members

  1. Application for membership

  1. A person may apply to the Board to be a member in the Society by:
  1. submitting an application, in the form set out by the Board pursuant to Article 2.1(c); and
  2. unless determined otherwise by the Board or the president of the Society, paying the applicable Membership Fees.

  1. A person becomes a Member upon:
  1. the Board’s acceptance of the application; and
  2. payment of membership fees.

  1. The form of any application for membership, the terms and conditions of being accepted as a Member of the Society, and the rights and benefits of being a Member of the Society, shall be determined by the Board and may be amended from time to time by the Board. By way of example only, the Board may permit individuals of the same family to collectively submit one application for the purpose of applying to become Members in the Society.
  1. Duties of members

Every member must uphold and comply with the Act, Constitution, Bylaws, Policies, and any other rules or policies of the Society.

  1. Amount of membership fees

  1. The annual Membership Fees payable by the Members shall be established by the Board and may be amended by the Board from time to time. For greater certainty, the Board may at any time establish new, or modify, Membership Fees to be paid by the Members and the Board may set different Membership Fees for different types of Members (by way of example only, Members belonging to one family, and corporate or other non-individual Members)

  1. No Member who is suspended, is terminated or resigns as a Member of the Society, or otherwise ceases to be a Member for any reason, is entitled to any refund of Membership Fees.
  1. Member not in good standing

All Members are in good standing except a Member:

  1. who fails to pay the member’s annual membership dues, if any, and the member is not in good standing for so long as those dues remain unpaid;
  2. who is otherwise owing any debt or liability to the Society unless otherwise agreed to by the Board; or
  3. who is suspended, in accordance with expelled in accordance with the Act or its Regulations or these Bylaws.
  1. Rights and benefits of members in good standing

Subject to the Act and Article 2.1(c) a voting member who is in good standing:

  1. may vote at a general meeting;
  2. has a right to consent to a resolution of the voting members;
  3. has the right to run for and hold office on the Board; and
  4. is entitled to any benefits of membership set out herein or established by the Board from time to time.
  1. Cessation of membership

A person shall cease to be a Member of the Society upon:

  1. delivering his or her resignation in writing to the Board by mailing such resignation to the registered address of the Society;
  2. such person’s death or, in the case of a corporation, society or other entity, on the dissolution of such corporation, society or other entity;
  3. having his or her membership terminated by the Board in accordance with these Bylaws; or having been a Member not in good standing for 3 consecutive months.
  1. Termination or suspension of membership

  1. Subject to Article 2.7(b) and the Act, a Member may be disciplined, suspended or has its membership in the Society terminated by way of:
  1. a Three-Quarters (¾) Resolution of the Board; or
  2. a Special Resolution.

  1. Before a Member may be disciplined, suspended or terminated, the Society must:
  1. send to the Member a written notice, which includes a brief statement regarding the proposed discipline, suspension or termination and reasons therefor, and notify the Member that a meeting of the Board will be held at which the discipline, suspension or termination of such Member will be considered; and
  2. provide such Member a reasonable opportunity to make representations to the Society in respect of the proposed discipline, suspension or termination of the Member's membership.

Part 3 – General Meetings of Members

  1. Time and place of general meeting  

A general meeting must be held at the time and place the Board determines.

  1. Ordinary business at general meeting

At a general meeting, the following business is ordinary business:

  1. adoption of rules of order;
  2. consideration of any financial statements of the Society presented to the meeting;
  3. consideration of the reports, if any, of the directors or auditor;
  4. election or appointment of directors;
  5. appointment of an auditor, if any;
  6. business arising out of a report of the directors not requiring the passing of a special resolution; and
  7. any such other business as set forth in these Bylaws or the Act that may be transacted at a General Meeting without prior specific notice thereof being provided to the Members.
  1. Notice of general meeting

  1. The Board shall provide to the Members, in accordance with the Act, notice of a General Meeting at least 7 or more days and not more than 60 days before such General Meeting. For greater certainty, such notice may be provided by mailing, delivering or emailing the notice to the Member's most recent address (including email address) known to the Society.

  1. A notice of a General Meeting must:
  1. specify the date, time and location of the General Meeting;
  2. the text of any Special Resolution to be considered at the General Meeting; and
  3. state the nature of any business, other than ordinary business, to be transacted at the meeting in sufficient detail to permit a member receiving the notice to form a reasoned judgment concerning that business.

  1. If the Society has more than 250 Members, notice of a General Meeting shall be deemed to have been sent under this Article 3.4 if:
  1. notice of the date, time and location of the General Meeting has been sent to each Member who has provided an email address to the Society, by email to that email address; and
  2. notice of the date, time and location of a General Meeting:
  1. is published, at least once in each of the 3 weeks immediately before the General Meeting, in any newspaper circulated in the local Shuswap area; or
  2. is posted, throughout the period commencing at least 21 days before the General Meeting and ending when the General Meeting is held, on a website that is maintained by or on behalf of the Society and is accessible to all of the Members.

  1. Accidental omission to provide notice of a General Meeting to, or the non-receipt of notice of a General Meeting by, any Member entitled to receive such notice will not invalidate the proceedings at that General Meeting.
  1. Chair of general meeting

The following individual is entitled to preside as the chair of a general meeting:

  1. the individual, if any, appointed by the Board to preside as the chair;
  2. if the Board has not appointed an individual to preside as the chair or the individual appointed by the Board is unable to preside as the chair;
  3. the president of the Society;
  4. the vice-president of the Society, if the president of the Society is unable to preside as the chair; or
  5. one of the other directors present at the General Meeting, if both the president and vice-president of the Society are unable to preside as the chair.
  1. Alternate chair of general meeting

If there is no individual entitled under these Bylaws who is able to preside as the chair of a general meeting within 15 minutes from the time set for holding the meeting, the Members in good standing who are present must elect an individual present at the meeting to preside as the chair.

  1. Quorum required

Business, other than the election of the chair of the meeting and the adjournment or termination of the meeting, must not be transacted at a general meeting unless a quorum of voting members is present.

  1. Quorum for general meetings

The quorum for the transaction of business at a general meeting is 3 voting members or 3% of the Members in good standing, whichever is greater.

  1. Lack of quorum at commencement of meeting

If, within 30 minutes from the time set for holding a general meeting, a quorum of voting members is not present,

  1. in the case of a meeting convened on the requisition of members, the meeting is terminated; and

  1. in any other case, the meeting stands adjourned to the same day in the next week, at the same time and place, and if, at the continuation of the adjourned meeting, a quorum is not present within 30 minutes from the time set for holding the continuation of the adjourned meeting, the Members in good standing who are present constitute a quorum for that meeting.
  1. If quorum ceases to be present

If, at any time during a general meeting, there ceases to be a quorum of voting members present, business then in progress must be suspended until there is a quorum present or until the meeting is adjourned or terminated.

  1. Adjournments by chair

The chair of a General Meeting may, or, if so directed by the Members in good standing at the meeting, must, adjourn the meeting from time to time and from place to place, but no business may be transacted at the continuation of the adjourned meeting other than business left unfinished at the adjourned meeting.

  1. Notice of continuation of adjourned general meeting

It is not necessary to give notice of a continuation of an adjourned general meeting or of the business to be transacted at a continuation of an adjourned general meeting except that, when a general meeting is adjourned for 30 days or more, notice of the continuation of the adjourned meeting must be given.

  1. Order of business at general meeting

Unless otherwise determined by the Board, the order of business at a general meeting is as follows:

  1. elect an individual to chair the meeting, if necessary;
  2. determine that there is a quorum;
  3. approve the agenda;
  4. approve the minutes from the last general meeting;
  5. deal with unfinished business from the last general meeting;
  6. if the meeting is an Annual General Meeting,
  1. receive the directors’ report on the financial statements of the Society for the previous financial year, and the auditor’s report, if any, on those statements,
  2. receive any other reports of directors’ activities and decisions since the previous annual general meeting,
  3. elect or appoint directors, and
  4. appoint an auditor, if any;
  1. deal with new business, including any matters about which notice has been given to the members in the notice of meeting;
  2. terminate the meeting.
  1. Methods of voting

At a general meeting, voting must be by a show of hands, an oral vote or another method that adequately discloses the intention of the voting members, except that if, before or after such a vote, 2 or more voting members request a secret ballot or a secret ballot is directed by the chair of the meeting, voting must be by a secret ballot.

  1. Announcement of result

The chair of a general meeting must announce the outcome of each vote and that outcome must be recorded in the minutes of the meeting.

  1. Proxy voting not permitted

Voting by proxy is not permitted.

  1. Matters decided at general meeting by ordinary resolution

A matter to be decided at a General Meeting must be decided by ordinary resolution unless the matter is required by the Act or these Bylaws to be decided by special resolution or by another resolution having a higher voting threshold than the threshold for an ordinary resolution.

  1. No electronic participation or voting in general meetings

Members shall only participate and vote in a General Meeting in person. For greater certainty, no Member shall be entitled to participate or vote in a General Meeting by telephone, electronic means or any other form of communication.  

  1. Minutes of general meetings

Minutes of a General Meeting shall be kept and taken by the secretary of the Society. If the secretary of the Society is not present at a General Meeting, any person in attendance may be appointed by the Board or president to act as the secretary in taking minutes for such General Meeting.

Part 4 – Directors

  1. Number of directors on board

The Society must have no fewer than 3 and no more than 11 directors and the number of directors within such range shall be determined by the Board.

  1. Qualifications of directors

Each member of the Board during his or her term must:

  1. be a Member in good standing;
  2. have consented in writing to being a member of the Board (or was elected or appointed at a meeting at which such member of the Board attended and did not refuse to be a director); and
  3. otherwise be qualified to act as a director of a society under the Societies Act.
  1. Terms of office for directors

  1. Subject to Articles 4.3(b), 4.4(c) and 4.5, each director shall be elected for a term of approximately 2 years and such term shall:
  1. commence at the close of the Annual General Meeting at which such director was most recently elected as a director; and
  2. end at the close of the 2nd Annual General Meeting following the Annual General Meeting at which he or she was most recently elected as a director.

  1. Unless earlier ceased or removed as a director any Member in good standing appointed by the Board to fill a vacancy on the Board shall hold office commencing on the date of such appointment and shall cease to be a director:
  1. at the end of the unexpired portion of the term of office of the person whose departure from the office of director created such vacancy; or
  2. in accordance with Article 4.4(c)(ii).
  1. Acclamation, election or appointment of directors

  1. Unless otherwise determined by the Board, for continuity purposes, the term of office of the directors shall be staggered such that at each Annual General Meeting one-half of the positions on the Board shall be filled by way of election at such Annual General Meeting. For greater certainty, at the close of each Annual General Meeting, one-half of the directors shall have terms that will expire at the next Annual General Meeting.

  1. Subject to Articles 4.4(c) and 4.5, at each Annual General Meeting, the Members in good standing shall elect or appoint, from the candidates for director, the directors to hold office in the vacant positions as set forth in Article 4.4(a).

  1. If at any Annual General Meeting the number of candidates standing for election as directors is less than or equal to the number of vacant director positions to be filled at such Annual General Meeting, the following shall occur:
  1. candidates at such election shall be elected by acclamation into the vacant director positions;
  2. if, upon election by way of acclamation as described in Article 4.4(c)(i), there are any vacant director positions remaining, such director positions may be filled in accordance with Article 4.4(c)(iii);
  3. subject to Article 4.4(c)(iv), the then Board may (but shall not be required to) appoint any Member in good standing to fill such vacant director position that had not been filled by way of election by acclamation; and
  4. such person appointed to fill any vacant director pursuant to Article 4.4(c)(iii) shall hold office as a director for the duration of the term he or she would have served had he or she been elected at the Annual General Meeting at which such vacancy was not filled.
  1. Removal of director

  1. For the purposes of this Article 4.6 only, the definition of Special Resolution in Article 1.1(q) shall be amended to mean:
  1. a resolution passed at a General Meeting by at least 2/3 of the votes cast by the Members; and
  2. a resolution consented to in writing by all of the Members.

  1. Any director may be removed from office:
  1. by a Special Resolution; or
  2. by way of a Three-Quarters (¾) Resolution of the Board.

  1. Prior to the Board removing any person as a director by way of a Three-Quarters (¾) Resolution of the Board pursuant to Article 4.6(b)(ii), the Board shall provide a written statement to the applicable director stating the reasons for such removal, and provide such director a reasonable opportunity to address and respond to such reasons.

  1. In the event a director is removed from office by way of a Special Resolution pursuant to Article 4.6(b)(i), the Members may by Ordinary Resolution elect a successor director, who must be a Member in Good Standing, to fill the vacancy and serve as director for the remainder of the term of the removed director.
  1. Directors may fill casual vacancy on board

Subject to Article 4.6(d), he Board may, at any time, appoint a member as a director to fill a vacancy that arises on the Board as a result of the resignation, death or incapacity of a director during the director’s term of office.

  1. Term of appointment of director filling casual vacancy

A director appointed by the Board to fill a vacancy ceases to be a director at the end of the unexpired portion of the term of office of the individual whose departure from office created the vacancy.

  1. Appointment of board positions

  1. The Officers of the Society shall be comprised of a president, vice-president, secretary and treasurer (collectively the ‘Officers’).

  1. Subject to Article 4.8(c), each Officer shall be appointed or elected by the Board for a two (2) year term.

  1. Unless otherwise determined by the Board, the president position shall only be occupied by a person who is a director of the Society and who has been a director of the Society for at least one year.

  1. Other than the director appointed to the position of president, any other director may hold more than one Officer position at any given time.
  1. Directors at large

Each director who is elected or appointed to the Board, and is not appointed to an Officer position, shall be deemed to be a director at large. The role duties may vary depending upon the specialty area assigned.

  1. Removal of an officer

  1. Any person may be removed as an Officer by way of a Three-Quarters (¾) Resolution of the Board.

  1. Prior to the Board removing any person as an Officer by Three-Quarters (¾) Resolution pursuant to Article 4.11(a), the Board shall provide a written statement to the applicable Officer stating the reasons for such removal, and providing such Officer a reasonable opportunity to address and respond to such reasons.
  1. Director or officer cease to hold office

A person ceases to hold office as a director or Officer:

  1. at the expiry of such director or Officer’s term of office as such, if any;
  2. on such director or Officer’s death;
  3. on delivery of a signed resignation from such director or Officer to the Board by mail, email or in person; or
  4. if such director or Officer is removed pursuant to these Bylaws or the Act.

  1. Notice of change of directors

The Society must, promptly after a change in its Directors or in the address of any of its Directors, file with the Registrar of Companies a Notice of Change of Directors. If a change of Directors occurs at the annual general meeting of the Society, the Society shall provide notice of the change in the annual report the Society is required to file with the Registrar of Companies in accordance with the Act.

Part 5 – Directors’ Meetings

  1. Calling directors’ meeting

A directors’ meeting may be called by the president or by any 2 other directors.

  1. Notice of directors’ meeting

At least 2 days’ notice of a directors’ meeting must be given unless all the directors agree to a shorter notice period.

  1. Proceedings valid despite omission to give notice

The accidental omission to give notice of a directors’ meeting to a director, or the non-receipt of a notice by a director, does not invalidate proceedings at the meeting.

  1. Conduct of directors’ meetings

The directors may regulate their meetings and proceedings as they think fit.

  1. Quorum of directors

The quorum for the transaction of business at a directors’ meeting is a majority of the directors.

  1. Participation in Meetings by Electronic Means

A Director may participate in a meeting of the Board by Electronic Means. A Director participating in this manner shall be taken to be present at the meeting.

Part 6 – Board Positions

  1. Role of president

The president is the chair of the Board and is responsible for supervising the other directors in the execution of their duties.

  1. Role of vice-president

The vice-president is the vice-chair of the Board and is responsible for carrying out the duties of the president if the president is unable to act.

  1. Role of secretary

The secretary is responsible for doing, or making the necessary arrangements for, the following:

  1. issuing notices of general meetings and directors’ meetings;
  2. taking minutes of general meetings and directors’ meetings;
  3. keeping the records of the Society in accordance with the Act;
  4. conducting the correspondence of the Board;
  5. filing the annual report of the Society and making any other filings with the registrar under the Act.
  1. Absence of secretary from meeting

In the absence of the secretary from a meeting, the Board must appoint another individual to act as secretary at the meeting.

  1. Role of treasurer

The treasurer is responsible for doing, or making the necessary arrangements for, the following:

  1. receiving and banking monies collected from the members or other sources;
  2. keeping accounting records in respect of the Society’s financial transactions;
  3. preparing the Society’s financial statements;
  4. making the Society’s filings respecting taxes.
  1. Delegation of duties of the board

  1. Where permitted by the Act, the Board may from time to time appoint one or more persons as Senior Manager(s) to exercise the authority of the Board to manage the activities or internal affairs of the Society as a whole or in respect of a principal unit of the Society.

  1. The Board may establish any committee, from time to time as it sees fit, to carry out specific activities and functions and may determine the composition and purpose of such committee at the time of establishment. For greater certainty, the creation of any committee and their mandate and procedures shall not require any amendment to the Bylaws or the approval of the Members.

  1. A committee shall be free to determine its own rules and procedures for the conduct of its business and may appoint any advisors as it may deem necessary, subject to:
  1. each committee keeping minutes of its proceedings to report to the Board from time to time as the Board may require; and
  2. any rules and/or terms of reference imposed by the Board.

Part 7 – Remuneration of Directors and Signing Authority

  1. Remuneration of directors

  1. No director shall be entitled to be remunerated for being a director of the Society but a director shall be entitled to reimbursement for any expenses that the director necessarily and reasonably incurs while engaged in the affairs of the Society, provided that approval to same is granted by the president, vice-president or treasurer of the Society.

  1. Notwithstanding Article 7.1(a), any director shall be permitted to be remunerated by the Society under any contract of employment or contract for services provided that the Director or member of a Committee who has an interest, or who may be perceived as having an interest, in a proposed contract or transaction with the Society will disclose fully and promptly the nature and extent of such interest to the Board or Committee, as the case may be, and will refrain from voting on such contract or transaction, will refrain from influencing the decision on such contract or transaction, and will otherwise comply with the requirements of the Act regarding conflict of interest.
  1. Signing authority

A contract or other record to be signed by the Society must be signed on behalf of the Society:

  1. by the president, together with one other director,
  2. if the president is unable to provide a signature, by the vice-president together with one other director,
  3. if the president and vice-president are both unable to provide signatures, by any 2 other directors, or
  4. in any case, by one or more individuals authorized by the Board to sign the record on behalf of the Society.

Part 8 – Borrowing

  1. Borrowing

The Society shall not go into financial deficit.

Part 9 – Indemnity

  1. Definitions for this part

Subject to the Act and for the purposes of this PART 9:

  1. “Eligible Party” means a current or former director, Senior Manager or Officer of the Society, or an individual who holds or held an equivalent position with a subsidiary of the Society;

  1. “Eligible Proceeding” means a legal proceeding (including a civil, criminal, quasi-criminal, administrative or regulatory proceeding) or investigative action, whether current, threatened, pending or completed, in which an Eligible Party or a Representative by reason of such Eligible Party holding or having held a position of current or former director, Officer or Senior Manager of the Society, or holding or having held an equivalent position in a subsidiary of the Society,
  1. is or may be joined as a party; or
  2. is or may be liable for or in respect of a Penalty in, or Expenses related to, the legal proceeding or investigative action.

  1. “Expense” includes costs, charges and expenses, including legal and other fees, but does not include Penalties;

  1. “Penalty” means a judgment, penalty or fine awarded or imposed in, or an amount paid in settlement of, an Eligible Proceeding; and

  1. “Representative” means an heir or personal or other legal representative of an Eligible Party.
  1. Indemnification

  1. Subject to the Act and these Bylaws, the Society shall indemnify against, or pay, an Eligible Party or its Representatives, all penalties, expenses and other costs and charges, including an amount paid to settle an action or satisfy a judgment, actually and reasonably incurred by him or her in an Eligible Proceeding to which he or she is a party, by reason of such individual being or having been an Eligible Party, and, if authorized by the Board, may indemnify such Eligible Party to such further extent as is permitted by the Act.

  1. Subject to the Act and these Bylaws, the Society shall pay the expenses actually and reasonably incurred by an Eligible Party or its Representatives in respect of an Eligible Proceeding as they are incurred in advance of the final disposition of an Eligible Proceeding provided the Society has first received from such Eligible Party (and its Representatives, if applicable) a written undertaking that, if it is ultimately determined that the payment of expenses is prohibited pursuant to the Act or Article 9.3, the Eligible Party or its Representatives shall repay the full amounts advanced.
  1. Indemnification or payment prohibited

The Society shall not indemnify or pay the expenses of an Eligible Party or its Representatives in respect of an Eligible Proceeding if:

  1. the Eligible Party did not act honestly and in good faith with a view to the best interests of the Society (or a subsidiary of the Society), as the case may be;

  1. the Eligible Proceeding is not a civil proceeding and the Eligible Party did not have reasonable grounds for believing that the Eligible Party's conduct, in respect of which the Eligible Proceeding was brought, was lawful; or

  1. such Eligible Proceeding is brought by or on behalf of the Society (or a subsidiary of the Society) unless the Supreme Court of British Columbia, on the application of the Society, approves the indemnification or payment of expenses.

  1. Society to apply for court approval

The Society may apply to the Supreme Court of British Columbia for any approval that may be required to make the indemnities in this Part effective and enforceable.

  1. Deemed contract of indemnification

Upon being elected or appointed, each Eligible Party is deemed to have contracted with the Society on the terms of this PART 9.  

  1. Insurance

Subject to the Act, the Board may cause the Society to purchase and maintain insurance for the benefit of an Eligible Party or its Representatives against any liability that may be incurred by reason of the Eligible Party being or having been a director, Officer or Senior Manager of the Society or holding or having held an equivalent position with a subsidiary of the Society.

Part 10 – Access to Records of the Society

  1. Locations of records  

Unless otherwise determined by the Board, the financial records, minutes of meetings, bylaws and membership lists shall be kept in the registered office of the Society and/or the Society’s electronic account.

  1. Inspection by members

  1. Unless otherwise determined by the Board, subject only to Section 24(2)(a) of the Act, no Member is entitled to inspect or obtain a copy of any of the records of the Society described in Section 20(2) of the Act.

  1. Any Member wishing to inspect the records of the Society, which they are permitted to inspect under the Act, shall provide a written request to the Board and arrange an appointment, no earlier than 3 Business Days of making such request, to inspect the records of the Society during normal business hours on a Business Day.
  1. Copies of records

  1. Unless otherwise determined by the Board, all records of the Society (including any copies made thereof) shall not be reproduced without the express written consent of the president or vice-president of the Society.

  1. Subject to the Act, the Society may in its sole discretion provide any record or document electronically to the party requesting such record or document.

  1. The Society may charge a fee for any copies of records requested by a Member pursuant to the Act.

  1. Any person, that is not a Member or director, may inspect or receive a copy of the financial statements of the Society upon paying a fee that is to be established by the Society in accordance with the Act.

Part 11 – Policies

  1. Establishing policies for the society

The Board may establish policies from time to time (“Policies”), which are intended to provide guidance to Members and/or to the Board regarding the business and affairs of the Society, as such policies may be amended by the Board from time to time.

  1. Amendment or cancellation of policies

Any Policy, established or amended pursuant to Article 11.1 may be amended, cancelled or retracted at any time, without notice, by the Board.

  1. Conflict with Act or regulations

If there is a conflict between these Bylaws and the Act or the regulations under the Act, the Act or the regulations, as the case may be, prevail.

Part 12 - Previously Unalterable Provisions

  1. Previously unalterable provisions

The Club shall:

Upon dissolution of the Society its property and assets shall be donated to a non-profit within the Shuswap area; of which said organization has similar purpose and objectives to the Society

This provision was previously unalterable.