By-Law Tri-City Iranian Cultural Society (TCICS)
Part A — Interpretation
1 (1) In these bylaws, unless the context otherwise requires:
(a) “Directors” means the directors of the society for the time being;
(b) “Society Act” means the Society Act of British Columbia from time to time in force and all amendments to it;
(c) “Registered address” of a member means the member’s address as recorded in the register of members.
(2)The definitions in the Society Act on the date these bylaws become effective apply to these bylaws
2 Words importing the singular include the plural and vice versa, and words importing a male person include a female person and a corporation.
Part B — Membership
3 The members of the society are the applicants for incorporation of the society, and those persons who subsequently become members, in accordance with these bylaws and, in either case, have not ceased to be members.
4 A person may apply to the directors for membership in the society and on acceptance by the directors is a member.
5 Every member must uphold the constitution and comply with these bylaws.
6 (1) The amount of the first annual membership dues must be determined by the directors and after that the annual membership dues must be determined at the annual general meeting of the society.
(2) The annual membership fee for the year 2015 – 2016 is $10.00. The fee is due upon submission of the membership request form and covers one year of membership from the date of submission.
7 A person ceases to be a Member of the Society:
(a) by delivering his or her resignation in writing to the secretary of the society or by mailing or delivering it to the address of the society,
(b) on his or her death or, in the case of a corporation, on dissolution,
(c) on being expelled, or
(d) on having been a member not in good standing for 12 consecutive months.
8 (1) A member may be expelled by a special resolution of the members passed at a general meeting.
(2)The notice of special resolution for expulsion must be accompanied by a brief statement of the reasons for the proposed expulsion.
(3) The person who is the subject of the proposed resolution for expulsion must be given an opportunity to be heard at the general meeting before the special resolution is put to a vote.
9 All members are in good standing except a member who has failed to pay his or her current annual membership fee, or any other subscription or debt due and owing by the member to the Society and the member is not in good standing so long as the debt remains unpaid.
Part C — Meetings of Members
10 General meetings of the society must be held at the time and place, in accordance with the Society Act, that the directors decide.
11 Every general meeting, other than an annual general meeting, is an extraordinary general meeting.
12 The directors may, when they think fit, convene an extraordinary general meeting.
13 (1) Notice of a general meeting must specify the place, day and hour of the meeting and, in case of special business, the general nature of that business.
(2) The accidental omission to give notice of a meeting to, or the non-receipt of a notice by, any of the members entitled to receive notice does not invalidate proceedings at that meeting.
14 The first annual general meeting of the society must be held not more than 15 months after the date of incorporation and after that an annual general meeting must be held at least once in every calendar year and not more than 15 months after the holding of the last preceding annual general meeting.
Part D — Proceedings at General Meetings
15 Special business is
(a) all business at an extraordinary general meeting except the adoption of rules of order, and
(b) all business conducted at an annual general meeting, except the following:
(i) the adoption of rules of order;
(ii) the consideration of the financial statements;
(iii) the report of the directors;
(iv) the report of the auditor, if any;
(v) the election of directors;
(vi) the appointment of the auditor, if required;
(vii) the other business that, under these bylaws, ought to be conducted at an annual general meeting, or business that is brought under consideration by the report of the directors issued with the notice convening the meeting.
16 (1) Business, other than the election of a chair and the adjournment or termination of the meeting, must not be conducted at a general meeting at a time when a quorum is not present.
(2) If at any time during a general meeting there ceases to be a quorum present, business then in progress must be suspended until there is a quorum present or until the meeting is adjourned or terminated.
(3) Quorum for general meetings is 10% or greater of the total active membership or minimum of 10 members whichever is smaller.
(4) Quorum for Election meeting (AGM) is 25% or greater of the total active membership.
(5) To be eligible for voting at AGM, new members need to obtain their membership at the GM before AGM.
(6) Existing members renewing their membership at AGM are eligible for voting members.
17 If within 30 minutes from the time appointed for a general meeting a quorum is not present, the meeting, if convened on the requisition of members, must be terminated, but in any other case, it must stand adjourned to the same day in the next week, at the same time and place, and if, at the adjourned meeting, a quorum is not present within 30 minutes from the time appointed for the meeting, the members present constitute a quorum.
18 Subject to bylaw 19, the president of the society, the vice president or, in the absence of both, one of the other directors present, must preside as chair of a general meeting.
19 If at a general meeting there is no president, vice president or other director present within 15 minutes after the time appointed for holding the meeting, or the president and all the other directors present are unwilling to act as the chair, the members present must choose one of their members to be the chair.
20 (1) A general meeting may be adjourned from time to time and from place to place, but business must not be conducted at an adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.
(2) When a meeting is adjourned for 10 days or more, notice of the adjourned meeting must be given as in the case of the original meeting.
(3) Except as provided in this bylaw, it is not necessary to give notice of an adjournment or of the business to be conducted at an adjourned general meeting.
21 (1) A resolution proposed at a meeting need not be seconded, and the chair of a meeting may move or propose a resolution.
(2) In the case of a tie vote, the chair does not have a casting or second vote in addition to the vote to which he or she may be entitled as a member and the proposed resolution does not pass.
22 (1) A member in good standing present at a meeting of members is entitled to one vote.
(2) Voting is by show of hands.
(3) Voting by proxy is not permitted.
23 A corporate member may vote by its authorized representative, who is entitled to speak and vote, and in all other respects exercise the rights of a member, and that representative must be considered as a member for all purposes with respect to a meeting of the society.
Part E — Directors and Officers
2 (1) the directors may exercise all the powers and do all the acts and things that the society may exercise and do, and that are not by these bylaws or by statute or otherwise lawfully directed or required to be exercised or done by the society in a general meeting, but subject, nevertheless, to
(a) all laws affecting the society,
(b) these bylaws, and
(c) rules, not being inconsistent with these bylaws, that are made from time to time by the society in a general meeting.
(2) A rule, made by the society in a general meeting, does not invalidate a prior act of the directors that would have been valid if that rule had not been made.
25 (1) the president, vice president, secretary, treasurer and one or more other persons are the directors of the society.
(2) the number of directors must be 5 or a greater number determined from time to time at a general meeting.
26 (1) The directors must retire from office at each annual general meeting when their successors are elected.
(2) Separate elections must be held for each office to be filled.
(3) An election may be by acclamation; otherwise it must be by ballot.
(4) If a successor is not elected, the person previously elected or appointed continues to hold office.
27 (1) The directors may at any time and from time to time appoint a member as a director to fill a vacancy in the directors.
(2) A director so appointed holds office only until the conclusion of the next annual general meeting of the society, but is eligible for re-election at the meeting.
28 (1) If a director resigns his or her office or otherwise ceases to hold office, the remaining directors may appoint among the three alternative directors to take the place of the former director.
(2) The elected director will be the alternative director with the most number of votes from the general/election meeting.
(3) An act or proceeding of the directors is not invalid merely because there are less than the prescribed numbers of directors in office.
29 (1) The members may, by resolution, remove a director, before the expiration of his or her term of office, and may elect a successor to complete the term of office.
(2) The directors can remove one of the members of the Board of Directors for cause including matters such as dishonoring the TCICS’s Board of Directors’ Code of Conduct. For such an action the majority of the directors may suspend the membership of the director in question pending the decision of members by a special resolution at an emergency General Meeting.
30 A director must not be remunerated for being or acting as a director but a director must be reimbursed for all Expenses necessarily and reasonably incurred by the director while engaged in the affairs of the society.
Part F — Proceedings of Directors
31 (1) The directors may meet at the places they think fit to conduct business, adjourn and otherwise regulate their meetings and proceedings, as they see fit.
(2) The directors may from time to time set the quorum necessary to conduct business, and unless so set the quorum is a majority of the directors then in office.
(3) The quorum for the board of directors for an official meeting is attendance of 5 out of 7 directors or alternative directors. This is based upon society operating on a full 7 Board of Directors. Society’s chair is responsible to monitor compliance of board members to meetings’ attendance to ensure quorum is reached
(4) Three Board member and two present Alternative members are forming a quorum
(5) The president is the chair of all meetings of the directors, but if at a meeting the president is not present within30 minutes after the time appointed for holding the meeting, the vice president must act as chair, but if neither is present the directors present may choose one of their numbers to be the chair at that meeting.
(6) A director may at any time, and the secretary, on the request of a director, must, convene a meeting of the directors.
32 (1) The directors may delegate any, but not all, of their powers to committees consisting of the director or directors as they think fit.
(2) A committee so formed in the exercise of the powers so delegated must conform to any rules imposed on it by the directors, and must report every act done in exercise of those powers to the earliest meeting of the directors held after the act or thing has been done.
33 A committee must elect a chair of its meetings, but if no chair is elected, or if at a meeting the chair is not present within 30 minutes after the time appointed for holding the meeting, the directors present who are members of the committee must choose one of their numbers to be the chair of the meeting.
34 The members of a committee may meet and adjourn as they think proper.
35 For a first meeting of directors held immediately following the appointment or election of a director or directors at an annual or other general meeting of members, or for a meeting of the directors at which a director is appointed to fill a vacancy in the directors, it is not necessary to give notice of the meeting to the newly elected or appointed director or directors for the meeting to be constituted, if a quorum of the directors is present.
36 (1) Any director who misses three consecutive or a total of five meetings (both general meetings and Board of Director’s Meetings are counted), within one fiscal year may be disqualified from being a director by the other directors
(2) In such a case, the same procedure will apply as Part E 28 (1) for resignation of a director.
(3) It is in the discretion of the majority of the directors to make exceptions to section 36 (1) for reasons of illness or emergency.
37 (1) Questions arising at a meeting of the directors and committee of directors must be decided by a majority of votes.
(2) Majority of votes for the board of director meetings is defined as 50%+ of the votes. For greater clarity, 4 or more of 7, 3 or more of 6, 3 or more of 5. Meetings with less than 4 members do not meet the quorum.
(3) In the case of a tie vote, the Chairperson and in absence of Chair, the Vice Chair acquires a second vote in order to break the tie.
38 A resolution proposed at a meeting of directors or committee of directors need not be seconded, and the chair of a meeting may move or propose a resolution.
39 A resolution in writing, signed by all the directors and placed with the minutes of the directors, is as valid and effective as if regularly passed at a meeting of directors.
40 (1) Candidate for director role should disclose any matter of conflict of interest on their candidacy documents or write to the attention of the election committee.
- When elected, if a director determines the topic of discussion is a topic which he/she may have a conflict of interest with, should immediately disclose to the meeting chair or to Vice Chair in absence of Chair and must refrain from any comments or voting on the subject matter. The director may be asked by the chair to leave the meeting room during the discussion or voting, if required.
If a director does not believe in conflict of interest in a subject matter but the majority of the board excluding the member of interest vote for existence / possibility of a conflict of interest, the director will be asked to avoid discussion or voting on the matter.
4 (1) If a director runs for a political office with any of the three levels of government (municipal, provincial or federal), he/she must submit a letter to the board of directors for pause of service for duration of 2 month prior and one month after the elections. In the interim period, the alternative director (elected by board) will fill the available position. Upon return of the director, the director may proceed with his/her previous appointment unless it was the position of chair. This director will continue his/her term as a director with no office (i.e. chair, vice chair, treasurer or secretary).
(2) The new chairperson will need to be elected by the board of directors for the remainder of the term until the first coming election
Part G — Duties of Officers
42 (1) The president presides at all meetings of the society and of the directors.
(2) The president is the chief executive officer of the society and must supervise the other officers in the execution of their duties.
43 The vice president must carry out the duties of the president during the president’s absence.
44 The secretary must do the following:
(a) conduct the correspondence of the society;
(b) issue notices of meetings of the society and directors;
(c) keep minutes of all meetings of the society and directors;
(d) have custody of all records and documents of the society except those required to be kept by the treasurer;
(e) have custody of the common seal of the society;
(f) Maintain the register of members.
45 The treasurer must
(a) keep the financial records, including books of account, necessary to comply with the Society Act, and
(b) render financial statements to the directors, members and others when required.
46 (1) The offices of secretary and treasurer may be held by one person who is to be known as the secretary treasurer.
(2) If a secretary treasurer holds office, the total number of directors must not be less than 5 or the greater number that may have been determined under bylaw 25 (2).
47 In the absence of the secretary from a meeting, the directors must appoint another person to act as secretary at the meeting.
Part H — Seal
48 The directors may provide a common seal for the society and may destroy a seal and substitute a new seal in its place.
49 The common seal must be affixed only when authorized by a resolution of the directors and then only in the presence of the persons specified in the resolution, or if no persons are specified, in the presence of the president and secretary or president and secretary treasurer.
Part I — Borrowing
50 In order to carry out the purposes of the society the directors may, on behalf of and in the name of the society, raise or secure the payment or repayment of money in the manner they decide, and, in particular but without limiting that power, by the issue of debentures.
51 A debenture must not be issued without the authorization of a special resolution.
52 The members may, by special resolution, restrict the borrowing powers of the directors, but a restriction imposed expires at the next annual general meeting.
Part J — Auditor
53 This Part applies only if the society is required or has resolved to have an auditor.
54 The first auditor must be appointed by the directors who must also fill all vacancies occurring in the office of auditor.
55 At each annual general meeting the society must appoint an auditor to hold office until the auditor is re-elected or a successor is elected at the next annual general meeting.
56 An auditor may be removed by ordinary resolution.
57 An auditor must be promptly informed in writing of the auditor’s appointment or removal.
58 A director or employee of the society must not be its auditor.
59 The auditor may attend general meetings.
Part K — Notices to Members
60 A notice may be given to a member, either personally or by mail to the member at the member’s registered address.
61 A notice sent by mail is deemed to have been given on the second day following the day on which the notice is posted, and in proving that notice has been given, it is sufficient to prove the notice was properly addressed and put in a Canadian post office receptacle.
62 (1) Notice of a general meeting must be given to
(a) every member shown on the register of members on the day notice is given, and
(b) the auditor, if Part 10 applies.
(2) No other person is entitled to receive a notice of a general meeting.
Part L — Bylaws
63 On being admitted to membership, each member is entitled to, and the society must give the member without charge, a copy of the constitution and bylaws of the society.
64 These bylaws must not be altered or added to except by special resolution.
Part M – ELECTION BYLAWS
65 It is the responsibility of TCICS’s directors to make the necessary arrangements for elections in accordance with TCICS’s applicable Bylaws in general and the provisions contained in the Election By Laws in particular.
66 The directors shall prepare the fiscal report of a given fiscal year to be presented to the members at the Annual General Meeting (the “AGM”).
Before the Election Day
67 A candidate for the Board of Directors (“Candidate”) must nominate himself or herself in the prescribed manner.
68 No one can nominate another person to be a Candidate.
69 The Candidates for an upcoming election for the Board of Directors shall nominate themselves at least one month prior to the Election Day.
70 Each Candidate must prepare a single statement, which statement is not to exceed five hundred words in support of his or her candidacy. This statement should contain the Candidate’s relevant biography and plans for TCICS.
71 The secretary of the outgoing Board of Directors shall make available for all members of TCICS each Candidate’s statement mentioned in paragraph 68.
Required qualifications for Candidates
72 A Candidate must be an active member of TCICS for 2 months immediately preceding the Election date.
73 A Candidate must be a resident or conduct business in the Tri-Cities area.
74 A Candidate must be of legal age (minimum nineteen years old).
75 (1) A candidate must go through a criminal record check. For greater clarity, a person with a checked box described as below on her/his Criminal Record check document is disqualified to become a director.
Records of criminal convictions found in the identification Data Bank attainable through the Canadian Police Information Center (CPIC) for which a pardon has not been granted
Records of criminal convictions attainable through CPIC for which a pardon has not been granted plus records of outstanding criminal charges which the RCMP are aware of or indicated within the investigative Data Bank of CPIC.
Records of criminal convictions and summary of police information (including records of outstanding criminal charges which the RCMP are aware of or indicated within the investigative Data Banks of CPIC) attainable through CPIC for which a pardon has not been granted plus records of discharges which have not been removed from the Identification Data Bank in accordance with the Criminal Record Act. This will include all charges regardless of deposition.
(2) A person with the following box being checked is eligible to remain a board member.
Police information located on computer systems (e.g. police Information Retrieval System (PRIS), CPIC, PROS, PRIME, LEIP) and information located through local police indices checks. This will include all information related to non-convictions and all charges regardless of disposition.
(3) All Criminal Record Check documents should kept confidential and in possession of the society’s Secretary.
76 A Candidate must have a history of community volunteer work with TCICS or with other Canadian nonprofit organization(s).
77 A Candidate must accept and promote the mission, vision, and goals of TCICS.
78 A Candidate must have a reasonable amount of knowledge and familiarity of the Iranian culture.
79 A Candidate must have agreed to and signed the nomination application and the TCICS Board of Directors Code of Conduct forms.
Number of directors
80 Unless changed at an AGM, there are seven directors and three alternative directors in the Board of Directors.
81 (1) Alternative directors are encouraged to attend board of directors meeting. Alternative directors may participate in the discussions but, they cannot vote on the said proceedings, unless in absence of a director.
(2) An alternative director will be given the right to vote, in the absence of a director.
(3) An alternative director who misses 6 consecutive board members is automatically disqualified from their role of alternative director.
(4) Board of directors (by majority) may appoint an interim alternative director from those who meet the candidacy requirements of the society for board of directors’ membership. The appointment is only valid till the date of next election.
Duration of the director’s term
82 Each term of membership in the Board of Directors is for two years.
(a) Society will have an election on every calendar year. On even years, election will be held for election of four new directors and on odd years for election of three new directors.
(b) The term of office is two years and each person may serve office to the maximum of two consecutive terms.
(c) One term for alternative director is two years and election of alternative directors may occur on election years where there is a need to fill a vacancy in the alternative directors list.
(d) At any given time, society will maintain a list of three alternative board members.
83 In the event that three previous directors are not willing or unable to continue as directors for a second term, the members at the AGM may resolve to make an exception to section 80.
84 No director shall serve at the Board of Directors for more than two consecutive terms.
85 The Election Day will be conducted by the Election Committee consisting of;
(a) One director who is not a Candidate;
(b) One member of the TCICS who is not a Candidate; and,
(c) A third person from the Tri-City area, or an individual who is a member of another
non-profit organization; or, a second member of the TCICS who is not a Candidate
86 The Election Committee will be either put together prior to the Election Day by the directors or assembled at the Election day.
87 At the day of the Election, first the annual report of directors, including its financial report, will be presented, discussed and approved.
88 After the report of the directors, the directors shall resign.
89 The directors shall introduce the Election Committee. The Election Committee will then conduct the elections in accordance with the Election Bylaws.
90 The Election Committee shall provide equal time to each and every Candidate to introduce him/her to the members and make a case for his or her own candidacy.
91 No Candidate shall negatively speak of another Candidate.
92 A Candidate may positively speak of another Candidate and support that Candidate’s nomination in the Election.
93 After the Candidates’ introductions, the Election Committee shall distribute the ballots and the members shall cast their votes in accordance with procedures deemed appropriate by the Election Committee.
94 The Election Committee shall count the votes and announce the number of votes each Candidate has received.
95 The number of vacancies on candidate election ballots should not exceed the number of new board of director members to be elected. In case, this leads to non-adequate number of votes for election of alternative directors, an immediate election at the same session will be conducted to determine the alternative directors
96 In the event that a director declares unwillingness to accept membership in the Board of Directors immediately after she or he is elected, the next Candidate with the most votes will be declared a director.
97 Section 96 does not apply if a director resigns or disqualifies as a director after the day of the Election.
98 Only under extraordinary circumstances may the Election Committee adjourn the AGM prior to the finalization of the election of the directors
After the Elections
99 The elected directors shall hold their first meeting as soon as possible after the Election. The elected directors shall elect their officers: the Chairperson, the Vice Chair, The reasurer, The Secretary, and the Three Members at Large.
100 The Chairperson has to be elected from the three or four directors who had served in the previous Board of Directors.
101 Each elected director must provide the criminal check clearance no later than one month after the Election Day.