Bylaws & Constitution

CONSTITUTION:

Article 1 – Name

The name of the Society is “Carefree Society” and the Society shall hereaf­ter be referred to as the “Society”.

Article 2 – Purpose

The purposes of the Society are:

1. To actively assist in providing Custom Transit Services in the Re­gional District of Fraser Fort George
2. To Co-operate with and fully utilize the resources of existing private and public agencies to the end that there is a maximum amount of co-ordination and communication and a minimum of duplication in transpor­tation of people with special needs.

GENERAL MEMBERSHIP

Section 1

Members of the Society shall be those persons who have made application and have paid dues as specified herein, and who are not otherwise disqualified by these by-laws.

Section 2

A person shall be eligible for membership in the Society who: (a) has made application for membership in accordance with these by-laws, by filling out application forms located at the Societies office or at the Annual General Meeting or (b) has complied with the provisions of by-law #3.

Section 3

There shall be the following classes of membership in the Society, all of who shall be entitled to a vote:

1. Annual members – those persons who have paid $6.00 into the funds of the Society in dues for the fiscal year
2. Affiliated members – Corporate bodies or incorporated and or Corporate Associations or Societies which have paid not less than $30.00 into the funds of the Society in dues for the fiscal year.  Affiliated mem­bers shall be entitled to a single vote to be cast by its duly author­ized representative.
3. Honorary members – those persons so designated by the Board at any regular meeting, in recognition of outstanding service to the Society.  Honorary members shall be exempted from the payment of dues.

Section 4

Memberships shall go from June 1 – May 31 of each year

Section 5

Notwithstanding any of the provisions contained in the by-laws, the Board of Directors may at any time terminate membership in the Society of any member, officer or director, and in that event, such member, officer or director shall cease to be a member of the Society from the date of such resolution.

Section 6

The fiscal year of the Society shall end upon the 31st day of March of each year.

The Annual meeting of the members of the Society shall be held in Prince George, B.C., at such place and upon such date in June of each year as the Directors may determine for the purpose of receiving the reports of the Board for the past year, for electing a Board of Directors and Auditor for the ensuing year and the transaction of all business relating to the man­agement of the affairs of the Society in general, which may properly come before such meeting.

Section 7

Special general meetings of the members of the Society shall be called by the acting President at the request of the Board or shall be called on the written request of 10 percent of the Society, such meeting to be called within fourteen days of receiving the request.

Section 8

Notice of the meeting and special general meetings of the Society shall be sent to all members by email or over the phone, person to person, mail, or any other electronic means known or hereafter devised.

Section 9

Notice of special general meeting shall state the nature of the business for the transaction of which the meeting is called and no other business shall be considered.

Section 10

Fifty one percent of the membership shall constitute a quorum.  Provided that if there shall not be a quorum present within thirty minutes after the time appointed for any meetings, those present shall, by resolution, ad­journ the meeting to a stated time and place of which notice shall be given as provided in Section 8 of the by-laws. A quorum shall never be less than 3 persons.

Section 11

Proxy voting is not allowed.  To be a voting member, you must be present at the Annual General Meeting.

Section 12

All members of the Society, if present, are entitled to vote at all meet­ings of the Society.

Section 13

A person ceases to be a member in good standing if they let their annual membership lapse, or if they are terminated in accordance with Section 5 of these by-laws.

Board of Directors

Section 14

The Board of Di­rectors shall manage the property and affairs of the Society.  They will have full control and be responsible for the receipts and expendi­tures of the Society.  The Board shall have charge of the management of the Society and may make rules and regulations governing its operation providing they are not inconsistent with the provisions of these by-laws or of any statute or regulation passed there under.

Section 15

There shall be a Board of Directors consisting of a minimum of five mem­bers. 

Section 16

Nomination and election of directors shall be based on the positions to be filled on the Board:  President, Vice-President, Secretary, Treasurer, and Directors.  In the event of two or more candidates eligible for the elec­tion for any one position, the candidate receiving the largest number of votes shall be deemed elected.

The Executive of the Board (President, Vice-President, Secretary  & Treasurer) will be determined separate from the Annual General Meeting.  A meeting will be held immediately following the Annual General Meeting, with new and returning Board members in attendance.  The newly elected Board will vote on all Executive positions for the coming year.

Section 17

No person shall be eligible for nomination and if nominated, for election of the Board, unless they are a member of the Society in good standing.

Section 18

There shall be a nomination committee consisting of not less than one member, which shall be appointed by the Board of Directors at least four­teen days before the Annual General Meeting.  Further nominations may take place at the Annual General Meeting by any member.  Such nominations must be seconded and no other per­sons than those nominated may be elected.

Section 19

a) Meetings of the Board shall be held on a regular basis, at such time and place, as it may be determined.

b) Special meetings of the Board may be called by the President and shall be called by the President within one week of receiving a written request, signed by at least three members of the Board, setting forth the business to be dealt with.

c) Each member of the Board shall be given reasonable notice of regular and special meetings of the Board.  Notice of special meetings of the Board shall state the business for which the meeting was called and no other business shall be considered.

Section 20

The absence of an elected Director from any three consecutive regular meet­ings of the Board without acceptable excuse may be considered a resignation from office and the Board may in such case declare a vacancy.

Section 21

Fifty-one percent of the Board members present shall constitute a quorum of the Board.  If a quorum is not present, the meeting may only be ad­journed to the call of the presiding officer. 

GENERAL MEMBERSHIP

The Board shall have sole power on behalf of the Society to make contracts and shall call for tenders or otherwise receive representatives, competi­tive quotations, execute contracts and otherwise award orders for all pur­chases of material, supplies and equipment and all construction and repair services.

Section 23

A director with the Society is not permitted to enter into a business transaction with the Society or otherwise receive money from it.  This extends to family members and business associates of a director.  The only exceptions to the prohibition would be carefully defined cases where the transaction would result in a significant benefit to the Society.  These transactions would then be permitted.  A copy of acceptable transactions, & transactions that may or may not be authorized and conduct guidelines are kept on file with the Secretary and at the main office.

OFFICERS

Section 24

The officers shall be the President, Vice-President, Secretary and Treasurer and Directors.  The members at the Annual General Meeting shall elect all Directors annually.  The Directors will elect the Executive after the Annual General Meeting has closed.  Vacancies occurring among the officers of Di­rectors may be filled by appointment for the unexpired term of the office or directorship by the Board of Directors from the membership.  Directors and officers may not receive remuneration for being a Board member. 

Section 25

The President shall preside at all meetings of the Society and the Board shall have powers and duties generally pertaining to office.

Section 26

Each Officer and Director except the President shall have one vote at all meet­ings of the Board of Directors, save that in the event of a tie, the President shall have a casting vote.

Section 27

The Secretary shall act as Secretary of both the Society and the Board, keeping Minutes of all meetings of the Society and Board.  All records per­taining to the office will be kept at the Carefree Society office.

Section 28

The Treasurer shall have full access at any time to all securities and funds, see that full and accurate records are kept, make an Annual Report in such form as to show financial condition of the Society and see that any other reports which the Board may from time to time require, are prepared and presented. The Treasurer has such powers incidental to the office as are assigned by the Board.

Section 29

Any Director shall, on reasonable notice have access to the books and re­cords of the Society.

Section 30

The Past-President, Secretary and Treasurer shall form a link between the Board in office and the Board of which they were Officers

Section 31

The Board may create committees from time to time, as the Board deems necessary or desirable.  Such committees shall limit their activities to the purpose for which they are appointed.  They shall have no power to act unless specifically conferred by resolution of the Board.  Upon completion of the task for which appointed, such special committees shall stand dis­charged.

Miscellaneous

Section 32

In the event of a winding-up of the Society, all assets remaining after the payment of just debts and obligations will be distributed to one or more recognized charitable organizations in Canada.  This is unalterable.

Section 33

An Accountant, who shall be elected annually by the Society, shall examine the accounts of the Society.

Section 34

The Board at any time and from time to time may alter or repeal any rules and regulations for the government, control, use and disposition of the property and effects of the Society for regulating their meetings and for defining the duties of the several officers, provided that no rule or regu­lation so made shall be in anyway inconsistent with the provisions of the Societies Act or of these by-laws, or repugnant to any law of the Province of British Columbia.

Section 35

For the purpose of carrying out the objectives of the Society, the Board may borrow, raise or secure the payment of money in such manner as it thinks fit, but shall not mortgage or in any way encumber the property of the So­ciety without the sanction of Special resolution of the Society.

Section 36

These by-laws may be amended or re-enacted by Special resolution upon the majority vote of seventy five percent of the members present at any regular or special meeting of the Society, provided that the substance or the pro­posed amendment or re-enactment has been stated in the notice of the meet­ing.

Section 37

The Corporate Seal of the Society shall be affixed in the presence of the Executive Director or any two of the Directors of the Society together.

Section 38

All rules of order or practice not provided for herein shall be determined where possible in accordance with ‘Robert’s Rules of Order for Deliberate Assemblies’.

Section 39

The word President is deemed masculine or feminine and will be applied in this manner throughout this document.