CONSTITUTION & BYLAWS
The name of the Society is the Quadra Cedar Hill Community Association.
The purposes of the Association are:
to be a voice for residents in the Quadra Cedar Hill area on topics that affect the area,
to support the initiatives of the various neighbourhoods and residential area in the Quadra Cedar Hill area,
to act as a resource, and source of information on community matters to the neighbourhoods and residential areas in the Quadra Cedar Hill area,
to examine and act upon any municipal, regional or provincial issue which is the common concern of the residents of the Quadra Cedar Hill area.
The Quadra Cedar Hill Community Association is one of a number of community associations within the District of Saanich formed to serve residents and neighbourhoods within its boundaries and to support ‘building community’. It exists as a resource and source of information for its residents on community matters, and to examine and act upon any municipal, regional or provincial issue that is of common concern.
The operations of the Association shall be carried on only within the boundaries of the Quadra Cedar Hill Community Association as determined from time to time by the District of Saanich. This position was previously revocable.
Part 1 – Definitions and Interpretation
1.1.1 In these Bylaws:
“Act” means the Societies Act of British Columbia as amended from time to time;
“Bylaws” means these Bylaws as altered from time to time;
“Association” means the Quadra Cedar Hill Community Association;
“Board” means the Directors of the Quadra Cedar Hill Community Association;
“Executive” means the elected members of the Board (President, Vice-President, Secretary, Treasurer, Membership Director) plus the Past President.
“Non-Executive Director” means those Board members appointed by the President
1.2 Definitions in Act apply
1.2.1 The definitions in the Act apply to these Bylaws.
1.3 Conflict with Act or regulations
1.3.1 If there is a conflict between these Bylaws and the Act or the regulations under the Act, the Act or Regulations may prevail.
Part 2 – Association Membership
2.1 Application for membership
2.1.1 Membership in the Association is open to all youth and all adults (age 16 and older) who own real estate or reside within the boundaries of the Quadra Cedar Hill Community Association area. The Secretary or Membership Director may accept applications for membership. Membership is on an annual basis beginning January 1 of each year.
2.2 Membership fees
2.2.1 Membership fees shall be on an annual basis at an amount to be determined by the Executive from time to time.
2.3 Member not in good standing
2.3.1 A member is not in good standing if he/she fails to pay the member’s annual membership fees, if required, and continues thus for as long as those fees remain unpaid.
2.3.2 A member who is not in good standing:
a) may not vote at a general meeting, and
b) is deemed not to be a voting member for the purpose of consenting to a resolution of the voting members
2.4 Rights and responsibilities of membership
2.4.1 Members in good standing of the Quadra Cedar Hill Community Association have the right to attend general meetings and to one vote on motions put before the membership. They also have the responsibility to be respectful of others and to abide by standards of common decency at meetings or membership gatherings of any kind. Failure to act accordingly can result in having the member asked to leave the meeting or gathering and in having his/her membership revoked in writing.
2.5 Youth membership
2.5.1 Youths aged 16 – 19 (or older if attending school/college/university full time) may become members of the Association free of charge upon completing a membership application and/or renewing an existing annual membership.
Part 3 – Association Meetings
3.1 Types of Meetings
3.1.1 The Association’s meetings may be: 1) an Annual General Meeting (AGM), 2) meetings of the general membership other than the AGM and 3) meetings of the Board.
3.2 Conduct of Meetings
3.2.1 The Executive shall regulate their meetings and proceedings based on Roberts Rules of Order or other format as agreed upon by the majority of members of the Executive.
3.3 Annual General Meeting
3.3.1 The Annual General Meeting (AGM) of the Association shall be held at a time and place scheduled by the Executive, normally in March. At the AGM, the annual financial statements shall be made available to members and elections shall be held for Executive positions for the coming year.
3.3.2 Official Notice of the Annual General Meeting shall be communicated to each member electronically and/or in print form in a local paper at least fourteen (14) days prior to the meeting. The notice shall indicate the time and place of the meeting and the status (Annual General) of the meeting.
3.3.3 The Constitution and or By-Laws may be amended only by special resolution at the Annual General Meeting of the Association or a special meeting called for this purpose. Motions for such amendments must be made prior to the Official Notice of the Meeting, and the motion(s) to amend the Constitution and or By-Laws must be indicated in the Official Notice. Copies of any motion must be available for any member requesting same at least seven (7) days prior to the Annual General Meeting or special meeting called for this purpose.
3.3.4 Motions to amend the Constitution and By-Laws of the Association must be passed by three quarters (3/4) majority vote.
3.3.5 At the Annual General Meeting, the following business is ordinary business:
a) adoption of the rules of order;
b) consideration of any financial statements of the Association presented to the meeting;
c) consideration of the reports, if any, of the directors or auditor;
d) election of Executive and appointment of other members of the Board;
e) appointment of an auditor, if any;
f) business arising out of a report of the Executive not requiring the passing of a special resolution.
3.3.6 Notice of an Annual General Meeting must 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.
3.3.7 The chair of an Annual General Meeting will be:
a) the individual, if any, appointed by the Executive to preside as the chair;
b) if the Executive has not appointed an individual to preside as the chair or the individual appointed by the Executive is unable to preside as the chair,
(i) the president
(ii) the vice-president, if the president is unable to preside as the chair, or
(iii) one of the other Executive present at the meeting, if both the president and vice-president are unable to preside as the chair.
c) If there is no individual entitled under these Bylaws who is able to preside as the chair of an Annual General Meeting within 15 minutes from the time set for holding the meeting, the voting members who are present must elect an individual at the meeting to preside as the chair.
3.3.8 Quorum at an Annual General Meeting is 15 members or 15% of the membership, whichever is the greater. If, within 30 minutes from the time set for holding a General Meeting, a quorum of voting members is not present, a) in the case of a meeting convened on the requisition of members, the meeting is terminated, and b) 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 the holding of the adjourned meeting, the voting members who are present constitute a quorum for that meeting.
3.4 General meetings
3.4.1 The Association will hold at least four (4) general meetings annually.
3.4.2 Meetings of the Association may be called by a majority of the Board or at the request of at least 10% of the current members of the Association and add proposed agenda items
3.4.3 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.
3.4.4 The order of business at a general meeting is as follows:
a) elect an individual to chair the meeting, if necessary;
b) determine that there is a quorum;
c) approve the agenda;
d) approve the minutes from the last general meeting;
e) deal with unfinished business from the last general meeting;
f) deal with new business, including any matters about which notice has been given to the members in the notice of the meeting;
(h) terminate the meeting.
3.4.5 The chair of a general meeting may, or, if so directed by the voting members 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. 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.
3.5 Meetings of the Board
3.5.1 A minimum of four (4) Board meetings shall be held during the year at the call of the President or at least half of the Executive.
3.5.2 Quorum at a Board Meeting is at least 50% plus 1 of the Directors.
3.5.3 A Board meeting may be called by the President or by any other 2 directors.
3.5.4 At least 2 days’ notice of a Board meeting must be given unless all of the directors agree to a shorter notice period.
3.6.1 All members of the Association shall be entitled to one vote at all general meetings of the Association.
3.6.2 All voting at meetings shall be by the simple majority of attending members unless otherwise stated in these Bylaws. In the event of a tie, the motion is defeated. Voting by email on Board matters is permissible.
3.6.3 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.
3.6.4 Voting by proxy is not permitted.
Part 4- Directors
4.1 Number of Directors
4.1.1 The Association must have no fewer than 3 directors.
4.1.2 The Executive positions of the Board shall consist of five elected directors, President, Vice President, Secretary, Treasurer and Membership Director. The immediate Past President shall also be a director.
4.1.3 All members of the Association’s Board must be members in good standing.
4.1.4 To qualify to become a Director, one must:
a) be at least 18 unless he or she is 16 or 17 AND our bylaws explicitly permit this AND a majority of our directors are at least 18
b) not have been found by the court to be incapable of managing their own affairs, convicted of an offence or be an undischarged bankrupt
c) reside or own property within the Quadra Cedar Hill Community Association boundaries.
4.2 Election or appointment of directors
4.2.1 Executive positions on the Board shall be elected to office at the Annual General Meeting of the Association for a one year term until the next Annual General Meeting.
4.2.2 Other directors such as area representatives representing designated neighbourhoods, blocks or other areas; and those such as newsletter editors; shall either be appointed by the Executive, or nominated by their area residents or property owners. Terms for appointed directors are two years but can be renewed at the discretion of the President.
4.2.3 Vacancies on the Executive occurring after the Annual General Meeting may be filled by appointment by the President and approved by the Executive. Such appointments are effective only until the next Annual General Meeting.
The President in consultation with the Executive may, at any time, appoint a member to the Board to fill a vacancy that arises as a result of the resignation, death or incapacity of a Board member during the his/her term of office.
4.2.4 A nominating Committee consisting of a Chairperson appointed by the Executive, and at least one additional Director, shall ensure that at least one member is nominated for each position on the Executive by the time of the Annual General Meeting.
4.2.5 Nominations may be made from the floor, at the Annual General Meeting until nominations are closed, by vote, at the Meeting.
4.2.6 A Director must consent to his/her appointment or election either in writing or by their presence at the meeting at which the appointment or election occurs.
4.3 Duties of Directors
4.3.1 Board members are expected to actively participate in the business of the Association,
4.3.2 Board members who are absent without prior approval from the President, for two consecutive Board meetings may be asked to step down by the Executive.
4.3.3 Any Executive Director who conducts business on behalf of the Association must report his/her activities to the Executive.
4.3.4 Directors will not be remunerated for their roles on the Board other than repayment of approved expenses made on behalf of the Association.
4.4 Termination of Directors
4.4.1 A Director may resign from his or her position at any time and for any reason. The resignation must be submitted to the President in writing (which can include by email).
4.4.2 Directors may be terminated by the Executive without notice for cause, including bankruptcy, illegal or other unethical behaviour as decided by a majority of the Executive.
Part 5 – Records
5.1 All minutes and financial and membership records as outlined in Section 20 of the Societies Act (paper, electronic or both) will be retained for ten years.
Part 6 – Dissolution
6.1 On winding up or dissolution of the Association, any assets that remain shall be distributed to a charitable organization carrying on activities of a similar nature.
Updated April 02 2018