PENDER ISLAND JUNIOR SAILING ASSOCIATION
CONSTITUTION
1. The name of the organization shall be the Pender Island Junior Sailing Association here in after referred to as the Association.
2. The purpose of the Association is:
To provide sailing training by certified instructors to young people and adults and in so doing promote competency, fun and safety on the water.
3. Policy:
The Pender Island Junior Sailing Association is a non-profit organization not registered under the Society Act of the Province of British Columbia:
4. Dissolution of the Association:
In the event of the dissolution of the Association, any assets remaining after the satisfaction of just debts, shall be turned over in total to the Pender Island Recreational and Agricultural Hall Association or other Pender Island based organization.
PENDER ISLAND JUNIOR SAILING ASSOCIATION
BYLAWS
PART I – INTERPRETATION
1.1. In these Bylaws, unless the context otherwise requires:
(a) “Directors” means the Directors of the Association;
(b) “Registered Address” of a Director or Member means his /her address as recorded in the register of members;
(c) As far as possible these bylaws will follow the requirements of the BC Societies Act.
1.2. Words importing singular include the plural and vice versa; and words importing a male person include a female person and a corporation.
PART 2 – MEMBERSHIP
2.1. Membership may consist of all members of the Pender Islands community, 19 years or older, who wish to join the Association. They shall have full voting privileges and be eligible to hold office.
2.2. Every member shall uphold the Constitution and comply with these Bylaws.
2.3. Membership dues may be set, from time-to- time, by the Board of Directors and will be subject to renewal each year together with membership.
2.4. A person shall cease to be a member in good standing of the Association:
(a) if the member fails to renew membership prior to or at the Annual General Meeting;
(b) upon resigning;
(c) upon ceasing to be a member of the Pender Islands Community; or
(d) if the member is expelled.
2.5. A member may be expelled by special resolution of the general membership, passed at a meeting
(a) The notice of special resolution for expulsion shall be accompanied by a brief statement of the reason or reasons for the proposed expulsion; and
(b) The person who is the subject of the proposed resolution for expulsion shall be given an opportunity to be heard at the general meeting before the special resolution is put to a vote.
PART 3 – MEETINGS OF THE ASSOCIATION
3.1. General Meetings of the Association shall be held at such time and place as the Directors may decide.
3.2. The Directors may, when they think fit, convene a General Meeting.
3.3. The Secretary shall cause to be published notice of all meetings of the Association in the media generally available to the residents of the Pender Islands, giving the place, date, and time of such meetings, and in those instances when special business is to be dealt with at such meetings, a brief outline of such special business.
3.4. Members of the Association will be given 14 days written notice of all meetings. 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 the meeting.
3.5. Non-members of the Association may attend all general meetings. Non-members have no vote and may speak only with permission from the Chair.
3.6. The Annual General Meeting shall be held each year before the end of May unless otherwise decided by the Directors.
PART 4 – PROCEEDINGS AT GENERAL MEETINGS
4.1. Special business is:
(a) all business at a General Meeting except the adoption of rules of order; and
(b) all business transacted at an Annual General Meeting except:
(i) the adoption of rules of order;
(ii) the consideration of the financial statements;
(iii) the report of Directors;
(iv) the report of the auditor, if any;
(v) the appointment of the auditor, if required;
(vi) the other business that, under these Bylaws, ought to be transacted at an Annual General Meeting, or business, which is brought under consideration by the report of the Directors, issued with the notice convening the meeting; and
(vii) the election of Directors.
4.2. A quorum at a General Meeting is 4 Directors.
4.3. No business, other than the election of a Chair and the adjournment or termination of the meeting, shall be conducted at a General Meeting at a time when a quorum is not present.
4.4. If at any time during a General Meeting there ceases to be a quorum present, business then in progress shall be suspended until there is a quorum present, or until the meeting is adjourned or terminated.
4.5. If within thirty minutes from the time appointed for any General Meeting, a quorum is not present, the meeting shall be terminated.
4.6. The Commodore, the Vice-Commodore, or in the absence of both, one of the other Directors present shall preside as Chair of a General Meeting.
4.7. If at a General Meeting:
(a) there is no Commodore, Vice-Commodore, or other Director present within fifteen minutes after the time appointed for holding the meeting; or
(b) the Commodore and all other Directors present are unwilling to act as Chair, the members present shall choose one of their number to be the Chair.
4.8. A general meeting may be adjourned from time-to- time and from place-to- place, but no business shall be transacted at an adjourned meeting other than the business left unfinished at the meeting at which the adjournment took place.
4.9. In case of an equality of votes, the Chair shall not have a casting or second vote in addition to the vote to which the Chair may be entitled as a member, and the proposed resolution shall not pass.
4.10. Voting is by show of hands unless the meeting decides that it should be by ballot.
4.11. Voting by proxy is not permitted.
4.12. Subject to the procedures and rules of order stipulated by these Bylaws or adopted by the Directors from time to time, meetings of the Association shall be governed in accordance with the provision of Robert’s Rules of Order, Newly Revised Edition.
PART 5 – DIRECTORS
5.1. The affairs of the Association shall be governed by a Board of Directors which shall supervise, control, and direct all activities of the Association, and determine its policies, in accordance with the Association’s Constitution and Bylaws and with the laws affecting the Association.
5.2. The number of Directors shall be 5 or greater as may be determined from time to time by the Directors at a general meeting.
5.3. The nomination and election of Directors shall be held on the same day as the Annual General Meeting:
(a) the election may be by acclamation, otherwise it shall be by ballot; and,
(b) the nominees receiving the largest number of votes shall be elected.
5.4. The term of office of a Director shall be two years, and:
(a) a Director shall retire from office at the Annual General Meeting when their term of office is completed;
(b) a Director may be elected for additional two year terms.
5.5. A vacancy occurring among the Directors may be filled with a qualified person by the remaining Directors but only for the unexpired term of the vacating Director.
5.6. The Directors may by special resolution remove a Director before the expiration of the Director’s term, and may elect a successor to complete the term of office.
5.7. No act or proceeding of the Directors is invalid only by reason of there being less than the prescribed number of Directors in office.
5.8. No Director shall receive remuneration for duties performed on behalf of the Association that are required to conduct the business of the Association. Directors may be reimbursed for reasonable expenses incurred while performing such duties.
5.9. A director may be remunerated for special services that are outside of the duties contemplated in Clause 5.8 in a manner and in the amounts as may be determined by an ordinary resolution at a meeting of the Directors.
PART 6 – PROCEEDINGS AT DIRECTORS’ MEETINGS
6.1. The Directors may meet together at the agreed upon location they think fitting to dispatch business, adjourn and otherwise regulate their meetings and proceedings as they see fit.
6.2. The Directors may from time to time fix the quorum necessary to transact business, and unless so fixed the quorum shall be four (4) Directors.
6.3. The Commodore may at any time and the Secretary shall, on the request of three Directors and within fourteen days, convene a meeting of the Directors, giving the Directors no less than two days notice of such meetings.
6.4. A Director who may be absent temporarily shall inform the Association of the intended absence.
6.5. In the absence of a consensus of opinion on the part of the Directors, questions arising at a meeting of Directors shall be decided by a majority of votes. An abstention shall not be deemed a vote in favour of the resolution. The Chair shall not have a tie-breaking vote.
6.6. The Directors shall cause to be kept a record:
(a) of all appointments of officers;
(b) of all the names of all Directors present at each meeting of the Directors; and,
(c) of all resolutions and proceedings of meetings of the Directors.
6.7. A resolution in writing signed by all the Directors and placed with the minutes of the meetings of Directors is as valid and effective as if regularly passed at a meeting of the Directors.
PART 7 – OFFICERS
7.1. The Directors shall, at their first meeting following the Annual General Meeting, appoint the following officers from the among their number, to serve a term of one year:
(a) Commodore;
(b) Vice-Commodore;
(c) Treasurer; and,
(d) Secretary.
7.2. The Directors may combine the offices of Secretary and Treasurer.
7.3. The responsibilities and duties of the Commodore, subject to the general direction of the Directors, shall be as follows:
(a) to provide general supervision of the affairs and business of the Association;
(b) to preside at all meetings of the Association and of the Directors;
(c) to sign all documents on behalf of the Association; and,
(d) to perform all the duties generally pertaining to this office or as assigned from time to time by the Directors;
7.4. The responsibilities and duties of the Vice-Commodore, subject to the general direction of the Directors, shall be as follows:
(a) to assist the Commodore;
(b) in the absence or disability of the Commodore, to possess all of the powers and to perform all of the duties of the Commodore;
(d) to perform all duties generally pertaining to this office or as assigned from time to time by the Directors; and,
(e) to act as Safety Officer unless directed otherwise by the Board.
7.5. The responsibilities and duties of the Secretary, subject to the general direction of the Directors, shall be as follows:
(a) to conduct the correspondence of the Association in written or electronic form;
(b) to issue notices of meetings of the Association and Directors;
(c) to maintain the register of members including email addresses;
(d) to keep minutes of all meetings of the Association and Directors; and,
(e) to keep custody of all records and documents of the Association except those required to be kept by the Treasurer.
7.6. The responsibilities and duties of the Treasurer, subject to the general direction of the Directors, shall be as follows:
(a) to maintain custody and control of all securities and funds;
(b) to ensure full and accurate financial records are kept;
(c) to ensure the preparation of annual financial statements showing the assets and liabilities of the Association and the income and expenditures for the preceding fiscal year;
(d) to ensure the preparation and presentation of such other financial reports as may be required by the Directors from time-to- time;
(e) to recommend an Auditor to the Board; and,
(f) to perform all duties generally pertaining to this office or as assigned from time-to- time by the Directors.
7.7. In the absence of a recorder, the Commodore may appoint a Director, to act as recorder.
PART 8 – EXECUTIVE COMMITTEE
8.1. The Directors may establish an Executive Committee consisting of officers of the Association and any other Directors appointed by the Directors from time to time.
8.2. The Commodore of the Association shall be the Chair of the Executive Committee, and in the absence of the Commodore, the Vice-Commodore shall be the Chair.
8.3. A quorum of the Executive Committee shall be three of its members.
8.4. The Executive Committee shall have, subject to the direction of the Board, the power to transact the business of the Association between meetings of the Directors.
PART 9 –FINANCIAL AUTHORITY
9.1. In order to carry out the purposes of the Association the Board of Directors may, on behalf of and in the name of the Association, raise or secure the payment or repayment of money in the manner they decide.
9.2. Signing authority for the Association shall normally be held by:
(a) Commodore;
(b) Vice-Commodore;
(c) Treasurer;
(d) if necessary, another Director of the Board as approved by the Board of Directors.
9.3. Any contract, cheque, or other document with financial implications shall have the signature of two of those with signing authority.
PART 10 – INSURANCE
10.1. The Association shall through Pender Island Recreation and Agricultural Hall Association carry adequate asset and liability insurance to cover the replacement of its assets and cover liability claims.
10.2. The Association shall carry Directors and Officers insurance that provides adequate protection to the Board.
PART 11 – AUDITOR
11.1. An Auditor shall be appointed at the Annual General Meeting and shall be informed in writing immediately upon appointment.
11.2. An Auditor may be removed by resolution of the Board.
PART 12 –COMMUNICATIONS
12.1. The media as generally used by the residents of the Pender Islands will be used to provide information about the activities of the Association.
12.2. Communication by and between the Association, its Directors and members can be by postal, courier and other delivery services, and/or email, electronic scanning, and facsimile(Fax). Other methods may be approved by the Board of Directors.
12.3. Where bylaws require communication in writing, this will be carried out as above, and where a signature is required, the communication must be delivered by hand or registered mail, and should provide identification of a person’s address.
12.4. The Directors may agree that a person can participate in a meeting of the Association by telephone or a live internet service, and if appropriate, that person can participate in voting.
PART 13-BYLAWS
13.1. These Bylaws shall not be altered or added to except by approval of the Board of the Association.
To be approved by Special Resolution at the Annual General Meeting of the Association: (Addendum: Scheduled for April 2017).
Pender Island Junior Sailing 