Filed Date and Time: March 28, 2018 09:24 AM Pacific Time
Bylaws of the
Lumby & District Senior Citizens Housing Society
1. In these bylaws unless the context otherwise requires
a. "Society "refers to Lumby & District Senior Citizens Housing Society;
b. "registered address" of a member means the member’s address as recorded in the register of members;
c. "Societies Act" means the Societies Act of British Columbia from time to time in force and all amendments, substitutions or replacements thereto;
d. "Directors" means a Director of the Society;
e. "Landlord" means the owner or manager of a rental unit who rents his buildings to others;
f. "Tenant/resident" is one who has use and occupies property from a landlord on payment of rent;
g. "Extraordinary Resolution" shall mean a resolution passed by a majority of such members entitled to vote as are present in person at a general meeting of which 14 days’ notice is posted electronically or in writing specifying the intention of said resolution, such majority shall be 75% of the members eligible to vote.
2. Words importing the singular include the plural and vice versa and words importing a male person include a female person and a corporation.
3. For a person to become a member of the Society, the person shall apply to the Directors of the Society or be recommended by a Director.
4. A member shall be deemed to be in Good Standing upon payment of current annual membership dues as determined by the Directors from time to time.
5. Every member must uphold this constitution and comply with these bylaws to the best of their ability.
6. Tenants shall not become members of the Society.
7. A member may withdraw from the Society by delivering his/her resignation to any Director or Officer of the Society or by mailing or delivering that resignation to the address of the Society.
8. On his death or in case of the Society’s dissolution.
9. Failure to pay the annual dues of the Society.
10. Is expelled or a member not in Good Standing .
11. Becomes a tenant of the Society.
12. The Annual General Meeting of the Society shall be held within 6 months of the end of the fiscal period, that being May 31st of each year, subject to by-law 43. The specific date for the holding of such meeting shall be determined by a resolution of the Directors. Fourteen days
(14) written notice to all members of the Society and the general public shall be given.
13. Extraordinary general meetings of the Society may be convened on written request to the Directors by 10% of the current members of the Society of such meetings.
14. A quorum for the transaction of business at any meeting of the members of the Society, excluding Director’s meetings, shall consist of not less than 40% of the current membership in Good Standing.
15. Each member in Good Standing present at a meeting is entitled to vote on each matter voted on.
16. Proxy voting is not allowed.
Board of Directors:
17. The affairs of the Society shall be managed by a Board of not less than 9 appointed Directors who shall supervise and control the business, property and affairs of the Society.
18. Directors are appointed to the Board of Directors for a two year term.
19. Additional Directors may be appointed upon invitation of the elected Directors and shall hold office until the next Annual General Meeting.
20. Directors must be elected or appointed to the following Board positions, and a director, other than the President, may hold more than one position:
c. Secretary; and
21. No director shall be paid any remuneration for services rendered to the Society but may be reimbursed for his or her reasonable expenses while acting as a director. This provision was previously unalterable.
Qualifications of Directors:
22. Directors must be current members of the Society. A Director shall cease to be a Director at the time he ceases to be a member of the Society.
Meetings of Directors:
23. Directors meetings may be held monthly at the call of any Director of the Society and at such place as the Directors may from time to time determine.
24. Four or more of the Directors may call extraordinary meetings.
25. A majority of the Directors then in office shall constitute a quorum for the transaction of business at any meeting of any meeting of the Board of Directors. A proceeding of the Directors is not invalid merely because there is less than a quorum.
26. In case of a tied vote by the Directors, the Chair shall have the deciding vote.
27. The condition of Conflict of Interest as documented in the Policy Manual shall apply to all Directors:
a. In their relationship with the Society, no Director should commit or condone an unethical or illegal act or instruct another Director, employee or supplier to do so.
b. A Director should not use their position with the Society to pursue or advance the
Director’s personal interest or the interests of a related person.
c. Every Director should avoid any situation in which there is, or may appear to be potential conflict which should appear to interfere with the Director’s judgement in making decision in the Society’s best interest.
Duties of Officers
28. Role of President – The President may sign contracts or other such instruments, which the Board of Directors has authorized to be executed and shall perform all duties incidental to the office of President as may be prescribed by the Board of Directors. The President is the chair of the Board and is responsible for supervising the other Directors in the execution of their duties. The President shall preside at all meetings of the Society and of the Directors.
29. 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 during his/her absence.
30. Role of Secretary – The Secretary is responsible for doing, or making the necessary arrangements for, the following:
a. issuing notices of general meetings and directors’ meetings;
b. taking minutes of general meetings and directors’ meetings;
c. keeping the records of the Society in accordance with the Societies Act;
d. conducting the correspondence of the Board of Directors;
e. filing the annual report of the Society and making any other filings with the Registrar under the Societies Act;
f. have custody of all records and documents of the Society except those required to be kept by the Treasurer; and
g. Maintain the Register of Members.
In the absence of the Secretary from a meeting, the Board must appoint another individual to act as the secretary at that meeting.
31. Role of Treasurer – The Treasurer is responsible for doing, or making the necessary arrangements for, the following:
a. receiving and banking monies collected from the members or other sources;
b. keeping accounting records in respect of the Society’s financial transactions;
c. preparing the Society’s financial statements;
d. making the Society’s filings respecting taxes.
31.1. The offices of Secretary and Treasurer may be held by one person who is to be known as the Secretary-Treasurer.
Committees of the Board
32. The Board of Directors shall form Committees either permanent or ad hoc to accomplish certain tasks. The Directors may delegate some but not all of their powers to these Committees.
33. These Committees of Directors shall elect a Chair who shall report on the progress of the Committee at each meeting of the Board of Directors.
34. The Committee must follow the policies as outlined for their Committee.
Exercise of Borrowing Powers:
35. Borrowing in the name of the Society is permitted when necessary for the operation of the Society and for furthering the goals of the Society. Borrowing in the name of the Society must only occur when authorized by a resolution of the Directors.
Audits of Accounts:
36. The Board of Directors shall appoint auditors for the ensuing year at the first Director’s meeting following the Annual General Meeting. During the year the auditors shall conduct a review of accounts.
Custody and Use of the Seal:
37. The common seal of the Society shall be under the control of the Directors and the Directors shall determine the responsibility for its custody and use from time to time.
Alteration of Constitution and Bylaws:
38. The Bylaws of the Society shall only be altered at an Extraordinary meeting of the Society called for that purpose or at an Annual General Meeting.
39. The Society will not alter or delete the purpose set out in item 1 of its Constitution without first obtaining written consent of the British Columbia Housing Management Commission.
Minutes of Meetings:
The Secretary of the Society, who is an employee of the Society shall prepare and have custody of the minutes of meetings and make them available to members of the Society.
The Directors shall ensure that all necessary books and records of the Society required by the Bylaws of the Society or by any applicable statute or law are regularly and properly kept.
The books of account shall be kept at such place in British Columbia as the Directors think fit and shall at all times be open to inspection by the Directors.
Unless otherwise ordered by the Board of Directors, the fiscal year of the Society shall terminate on the 31st day of May in each year.
The books of the Society shall be available for inspection at the Annual General Meeting.
Upon the winding up or dissolution of the Society, any funds of the Society remaining after the satisfaction of its debts and liabilities shall be given or transferred to such organization or organizations in Canada whose objects and purposes are the same as those of this Society, as may be decided by members of the Society at the time of winding up or dissolution. This provision was previously unalterable.
The Society shall operate Saddle Mountain Place, Monashee Place and other Enhanced Living Accommodations in the Village of Lumby, B.C., Canada. This provision is alterable.