AFTA Bylaws

BYLAWS of BC NORTHERN TROLLERS ASSOCIATION

INTERPRETATION
Definitions and Construction of Words
In these Bylaws, unless the context otherwise requires:

  1. a)  “Area F salmon troll fishing licence” means a commercial salmon troll fishing licence eligibility issued by DFO and includes both a Category AT Area F licence (an “ATF Licence” and a Category FAT Area F commercial communal licence (an “FATF Licence”);
  2. b)  “Area F salmon troll fishing vessel” means a Canadian fishing vessel which has been registered with the DFO and which holds an entitlement to an “ATF” Licence;
  3. c)  “Association” means the BC Northern Trollers Association;
  4. d)  “directors” or ” board of directors” or “the board” means the directors of the Association for the time being;
  5. e)  “DFO” means the Department of Fisheries and Oceans Canada;
  6. f)  “person” when used herein includes a natural person, corporation, incorporated society, or native band and the personal or other legal representatives of a person to whom the context can apply according to law;
  7. g)  “member” or “members” means Ordinary Members and Associate Members unless the context otherwise requires; and
  8. h)  “Ordinary Members” and “Associate Members” have the meanings specified under section 2 of these By-laws.
  9. i)  “registered address” of a member means his or her municipal address as recorded in the register of members or, if the member elects to provide an email address instead, that member’s email address as recorded in the register of members; and
  10. j)  “Societies Act” means the Societies Act of British Columbia from time to time in force and all amendments to it;
  11. k)  “special resolution” means a resolution passed at a general meeting by at least

2/3rd of the votes cast by members, whether cast in person or by proxy, or a resolution consented to in writing by all of the members.

1.2.

2. 2.1.

2.2.

2.3.

Words importing the singular include the plural and vice versa, and words importing a male person include a female person and a corporation.

Definitions Same as Societies Act
The definitions in the Societies Act on the date these Bylaws become effective

apply to these Bylaws. MEMBERSHIP
Original Members of Association

The members of the Association are the applicants for incorporation of the Association, and those persons who subsequently become members, in accordance with these Bylaws and, in either case, have not ceased to be members.

Classes of Membership

a) There shall be the following classes of membership in the Association:

  1. Ordinary Member; or
  2. Associate Member.

Admission to Membership

  1. a)  Ordinary Member – Those persons eligible to become ordinary members shall be those persons who hold an FATF Licence or own a fishing vessel to which is attached an ATF fishing licence and whose applications for membership in the Association have been submitted to and have been approved by the Board, or by a committee or person designated by the Board, and whose name has been entered on the register of members, which shall be determinative of membership in the Association and of the class of membership.
  2. b)  If there are more than one owners of an ATF fishing vessel, or one owner owns more than one fishing vessel with an ATF licence, the owner or owners of that vessel or vessels shall, in the case of multiple owners of one vessel, be required to designate one, and only one, of those owners as an Ordinary Member for each ATF licence attached to the vessel and, in the case of one owner owning multiple vessels with ATF licences, that owner shall be entitled to only one Ordinary Membership in respect of one ATF licence, but shall be entitled to identify candidates for membership as Associate Members in respect of other ATF licenced vessels they own, subject to the approval of the directors.

Associate Members

a) The Board may in their sole discretion establish a class or classes of Associate Members that shall have no voting rights. Persons that are not

2.4.

2.5.

eligible to be ordinary members but are involved in the fishing, buying, marketing and distribution of salmon, and are interested in furthering the Association’s objectives, may be accepted as Associate Members.

  1. The classes, if any, of Associate Members, and criteria for becoming Associate Members in those classes, shall be established by a resolution or resolutions of the board of directors made pursuant to the provisions of these Bylaws.
  2. All applications for admission to the Association as Associate Members shall be submitted to the Board, and upon approval by a simple majority of the Board the applicant shall become an Associate Member.
  3. The Board shall have the absolute discretion to determine the proper membership classification for any associate member and shall have the absolute discretion to terminate the membership of an Associate Member of the Association.
  4. The board of directors shall set initiation fees and annual dues for the Associate Members according to the needs of the Association,
  5. Any corporation, society or native band that is an Ordinary or Associate Member of the Association may by notice in writing signed by an authorized signatory of the corporation, society or native band delivered to the Secretary of the Association authorize such person as it thinks fit to act as its representative at any general meeting of the Association, and the Secretary or the directors of the Association may at their option require any such member to make such an appointment. The person so authorized shall be entitled to exercise in respect of and at such meeting the same powers on behalf of the corporation, society or native band which he or she represents as that corporation, society or native band could exercise if it were an individual member of the Association personally present, and will be counted for the purpose of forming a quorum if present at the meeting, provided that the member corporation, society or native band may by subsequent notice in writing designate an alternate or substitute representative to act as its representative.

Rights of Members

  1. a)  General: Every member shall uphold the Constitution and By-laws of the Association.
  2. b)  Ordinary Member: An Ordinary Member shall:

i. be entitled, to have and to exercise all the powers and rights of a member under the provisions of the Act and, without limiting the generality of the foregoing, shall be entitled to receive notice of and to vote at all meetings of members of the Association; and

ii. pay such annual membership dues or fees as may be determined in

2.6.

2.7.

2.8.

accordance with the provisions of these By-laws. c) Associate Member: An Associate Member shall:

  1. be entitled to receive notice of and attend all meetings of members of the Association but shall not have the right to vote at such meeting;
  2. pay such annual membership dues or fees as may be determined in accordance with the provisions of these By-laws; and
  3. not be entitled to stand for election as a director of the Association or be eligible for appointment as an officer of the Association.

Maximum Number of Members

Notwithstanding any other provisions of these Bylaws, the number of Ordinary Members of the Association shall not exceed the number of Area F salmon troll fishing licences eligibilities issued by DFO at any one time.

Declaration of Licence Holding

Except for those members appointed by a multiple licence holder pursuant to the provisions of Bylaw 2.3(b), every member shall declare in writing the Area F salmon troll fishing licence which that member represents, and shall deliver such declaration to the Secretary of the Association

Requirements of Membership
The members of the Association shall be those persons who:

  1. a)  are eligible for membership in accordance with Bylaw 2;
  2. b)  have paid the annual membership dues for their membership in the Association;
  3. c)  have made application to and have been accepted as members of the Association by the board of directors.

Acceptance by Board of Directors

The board of directors, upon receipt of an application for membership in the Association, shall determine whether the applicant for membership meets the eligibility requirements for membership in the Association as are set forth in Bylaw 2, and upon determining that any such applicant is so eligible, accept the applicant as a member of the Association.

2.9.

2.10. Conduct of Members

Every member shall conduct himself in a manner consistent with the purposes of the Association and shall uphold the Constitution and comply with these Bylaws.

2.11. Membership Dues

The amount of the first annual membership dues shall be determined by the directors and thereafter the annual membership dues, if any, shall be determined at the annual general meeting of the Association.

2.12. Membership Year
The membership year shall be from January 1 until December 31 in each year

unless otherwise determined by the directors. 2.13. Cessation of Membership

A person ceases to be a member of the Association:

  1. a)  on delivering his or her resignation in writing to the Secretary of the Association by hand, or by mailing, delivering, email, telecopying, or sending it by any other method of transmitting legibly recorded messages to the delivery address of the Association;
  2. b)  on his or her death, or, in the case of a corporation or a society incorporated under the Societies Act, on its dissolution;
  3. c)  upon ceasing to be eligible for membership in the Association;
  4. d)  on his or her expulsion in accordance with these Bylaws; or
  5. e)  on having been a member not in good standing for 12 consecutive months.

2.14. Expulsion of Ordinary Members by Directors
An Ordinary Member may be expelled from membership in the Association by a

resolution of the directors:

  1. a)  if that member has refused to comply with the Bylaws or orders of theAssociation;
  2. b)  if that member has exceeded any authority given to him or her by the Association or by the board of directors , or has refused to perform any duties undertaken by him or her for and on behalf of, or lawfully enforced upon him by, the Association or the board of directors; or
  3. c)  if the directors are of the opinion that the conduct of the member has been, is or will likely be injurious to the best interest and welfare of the Association.

2.15. Expulsion of Ordinary Members byMembers
An Ordinary Member may be expelled from membership in the Association for

any reason, by a resolution of the members taken at a general meeting. 2.16. Notice of Expulsion

An Ordinary Member whose membership is the subject of a proposed resolution for expulsion, shall be given 10 days written notice prior to the meeting of directors or general meeting, as the case may be, in which the resolution for expulsion is put to vote. The notice of the meeting of directors or the general meeting, as the case may be, for expulsion shall be accompanied by a brief statement of the reason or reasons for the proposed expulsion.

2.17. Member’s Opportunity to be Heard

The person whose membership is the subject of the proposed resolution for expulsion shall be given an opportunity to be heard at the meeting of directors or general meeting, as the case may be, before the resolution for expulsion is put to a vote.

2.18. Good Standing

All members are in good standing except a member who has failed to pay his or her current annual membership fee, if any, or any other subscription or debt due and owing by the member to the Association, and the member is not in good standing so long as the debt remains unpaid.

3. MEETING OF MEMBERS

  1. 3.1.  General MeetingsGeneral meetings of the Association must be held at the time and place, in accordance with the Societies Act, as may be determined by the directors.
  2. 3.2.  Classification of Meetings
    Any general meetings, other than annual general meetings are herein referred toas and may be called extraordinary general meetings.
  3. 3.3.  Calling of MeetingsThe directors may, when they think fit, convene an extraordinary general meeting. An extraordinary general meeting, if requisitioned in accordance with the Societies Act, shall be convened by the directors or, if not convened by the directors, may be convened by the requisitionists as provided in the Societies Act.
  4. 3.4.  Notice of MeetingA notice convening a general meeting specifying the place, day, and time of the meeting, and in case of special business, the general nature of that business,

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3.6.

shall be given as provided in the Societies Act and in the manner hereinafter in these Bylaws set out, to such persons as are entitled by law and under these Bylaws to receive such notice from the Association. Such notice shall be given to all members of the Association at least 14 days prior to the date of such meeting. Accidental omission to give notice of a meeting to, or the non-receipt of the notice of a meeting by, any member shall not invalidate the proceedings at that meeting.

Waiver of Reduction of Notice

All members of the Association entitled to receive notice of a general meeting of the Association may, by unanimous consent in writing given before, during or after the meeting, or if all are present at the meeting by an unanimous vote at the meeting, waive or reduce the period of notice of such meeting and an entry in the minute book of such waiver or reduction shall be sufficient evidence thereof.

Notice of Special Business at General Meeting

Except as otherwise provided by the Societies Act, where any special business at a general meeting includes considering, approving, ratifying, adopting or authorizing any document or the execution thereof or the giving of effect thereto, the notice convening the meeting shall, with respect to such document, be sufficient if it states that a copy of the document or proposed document is or will be available for inspection by members at the address of the Association or at some other place in British Columbia designated in the notice during usual business hours up to the date of such general meeting.

Annual General Meetings

Annual general meetings of the Association must be held at least once in every calendar year.

Meetings by Other Means

Only if such participation is first authorized by the board of directors in the notice of the general meeting sent out to the persons entitled to receive such notice, a person who is entitled to participate in a general meeting may do so by telephone or other communications medium if all of the persons participating in the meeting, whether by telephone, by other communications medium or in person, are able to communicate with each other.

PROCEEDINGS AT GENERAL MEETINGS
Special Business
All business shall be deemed special business which is transacted at:

3.7.

3.8.

4. 4.1.

4.2.

4.3.

4.4.

  1. a)  an extraordinary general meeting, other than the conduct of, and method of voting at, such meeting ; and
  2. b)  an annual general meeting, with the exception of the conduct of, and method of voting at, such meeting , the consideration of the financial statements and the respective reports of the directors and auditor, the election of directors, the appointment of the auditor, any business which is brought under consideration by the report of the directors, and such other business as by these Bylaws or the Societies Act may be transacted at a general meeting without prior notice thereof being given to members.

Requirement of Quorum

No business, other than election of the chairman or adjournment of the meeting, shall be transacted at any general meeting unless a quorum of members entitled to attend and vote is present at the commencement of the meeting. If at any time during a general meeting there ceases to be a quorum present, business in progress shall be suspended until there is a quorum present or until the meeting is adjourned or terminated.

Quorum

A quorum shall be five Ordinary Members present in person, being members entitled to attend and vote at the meeting.

Lack of Quorum

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 being entitled to attend and vote at the meeting shall be a quorum.

Chairman

Subject to Bylaw 4.6, the President or, in his or her absence, the Vice President, if any, shall be entitled to preside as chairman at every general meeting of the Association.

Alternate Chairman

If at any general meeting neither the President nor the Vice President, if any, is present within fifteen minutes after the time appointed for holding the meeting or is willing to act as chairman, or if the President and the Vice President, if any, have advised the Secretary that they will not be present at this meeting, the

4.5.

4.6.

directors present shall choose one of their number to be chairman, and if all the directors present decline to take the chair or shall fail to so choose or if no director is present, the members present shall choose one of their number to be chairman.

4.7. Adjournments

The chairman may and shall, if so directed by the meeting, adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid, it shall not be necessary to give any notice of an adjourned meeting or of the business to be transacted at an adjourned meeting.

  1. 4.8.  Resolutions Need Not be Seconded
    No resolution proposed at a meeting need be seconded and the chairman of ameeting may move or propose a resolution.
  2. 4.9.  Majority Required for ResolutionExcept where the Societies Act, the Constitution or these Bylaws otherwise provide, any action to be taken by a resolution of the members at a general meeting shall be approved by a majority of the votes of the Ordinary Members present and voting, in person or by proxy, at the general meeting.
  3. 4.10.  Decisions by Show of Hands or PollAt any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands, unless (before or on the declaration of the result of the show of hands) a poll is directed by the chairman or demanded by at least one member entitled to vote who is present in person, or proxy votes are to be counted. The chairman shall declare to the meeting the decision on every question in accordance with the result of the show of hands or the poll, and such decision shall be entered in the minutes of the meeting. A declaration by the chairman that a resolution has been carried, or carried unanimously, or by a particular majority, or lost or not carried by a particular majority, and an entry to that effect in the minute book of the proceedings of the Association shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of, or against that resolution.

4.11. MannerofTakingPoll

No poll may be demanded on the election of a chairman. A poll demanded on a question of adjournment shall be taken forthwith. A poll demanded on any other

question shall be taken as soon as, in the opinion of the chairman, is reasonably convenient, but in no event later than seven days after the meeting and at such time and place and in such manner as the chairman of the meeting directs. The result of the poll shall be deemed to be the resolution of and passed at the meeting at which the poll was demanded. Any business other than that upon which the poll has been demanded may be proceeded with pending the taking of the poll. A demand for a poll may be withdrawn. In any dispute as to the admission or rejection of a vote the decision of the chairman made in good faith shall be final and conclusive.

4.12. Entitlement to Vote

An Ordinary Member in good standing present in person or by proxy at a general meeting of the Association is entitled to one vote.

4.13. Voting By Proxy

Every member entitled to vote at a meeting of members may, by means of a written proxy, appoint a person, who must be an Ordinary Member in good standing, as his or her nominee to attend and act on his or her behalf at a specific meeting of members, or any adjournment thereof, in the manner and to the extent authorized by the proxy. The instrument appointing a proxy shall be in writing executed by the member and delivered to the President or the Secretary at any time prior to the commencement of voting at the meeting. A proxy may be revoked by the member giving it by a written instrument executed by the member and delivered in the same manner as the proxy may be delivered.

4.14. Form of Proxy

Unless the Societies Act or any other statute or law which is applicable to the Association requires any other form of proxy, a proxy, whether for a specified meeting or otherwise, shall be in the form following, but may also be in any other form that the directors or the chairman of the meeting shall approve:

(Name of Association)

The undersigned, being a member of the above named Association, hereby appoints or failing him as proxy holder for the undersigned to attend, act and vote for and on behalf of the undersigned at the general meeting of the Association to be held on the day of

and at any adjournment thereof.

Signed this day of , 20 (Signature of member)

4.15. Permanent Proxies Prohibited

A permanent proxy or a proxy entitling a person to vote at more than one specific meeting and any adjournment of that meeting is void.

5. DIRECTORS
5.1. Number of Directors

5.2.

The number of directors of the Association shall never be less than three, or may be such greater number of persons up to a maximum of ten as determined from time to time by ordinary resolution of the members, at least one of whom must be a resident of B.C.

Duties of Directors

The directors shall manage, or supervise the management of, the affairs and business of the Association and shall be authorized to exercise all such powers and do all such acts and things as the Association may exercise and do, and which are not by these Bylaws or by status or otherwise lawfully directed or required to be exercised or done by the Association in general meetings, but subject, nevertheless, to the provisions of:

  1. a)  all laws affecting the Association;
  2. b)  these Bylaws; and
  3. c)  rules, not being inconsistent with these Bylaws, which are made from time to time by the Association in general meetings.

Prior Acts of Directors

No rule made by the Association in a general meeting invalidates a prior act of the directors that would have been valid if that rule had not been made.

Qualification of Directors

A director shall be required to be an Ordinary Member of the Association as qualification for his or her office.

ELECTION AND REMOVAL OF DIRECTORS Election at Annual General Meetings

The term of office for directors shall be two years or until their successors have been elected or appointed. The directors shall retire from office at the end of their term, when their successors shall be elected. Every member entitled to vote at an annual general meeting shall be entitled to nominate for election as a director any one individual who at the time of the annual general meeting is a member in good standing. For the purposes of electing the directors at the annual general meeting,

5.3.

5.4.

6.

6.1

each member shall be entitled to vote in favour of only ten nominees for election as a director. The nominees who receive the five highest number of votes in their favour respectively, shall be elected as directors for a two year term. Voting to appoint directors shall take place each year and five directors shall be appointed each year. For clarity, there shall be ten directors at all times with five directors being elected each year for two year terms.

  1. 6.2.  Eligibility of Retiring Director
    A retiring director shall be eligible for re-election.
  2. 6.3.  Appointment of Replacement Director Each director upon being appointed or elected as a director, shall execute an instrument appointing a member who is not otherwise a director, to replace him or her as a director until the next annual general meeting, in the event that the elected director vacates his or her office as director thus creating a casual vacancy in the board of directors as contemplated in Bylaw 6.6. Should the member who is appointed as a replacement director die, cease to be a member or refuse such appointment prior to the date upon which the casual vacancy for which he was appointed occurs, the elected director shall execute a new instrument appointing another replacement director.
  3. 6.4.  Continuance of Directors Where the Association fails to hold an annual general meeting in accordance with the Societies Act or where the Association holds an annual general meeting in accordance with the Societies Act at which no directors are elected, the directors then in office shall be deemed to have been elected or appointed as directors on the last day on which the annual general meeting could have been held pursuant to these Bylaws or the day upon which such annual general meeting was held, as the case may be, and they may hold office until new directors are appointed or elected in their place at a general meeting specifically convened for that purpose, in which case the voting procedure set forth in Bylaw 6.l shall apply, or until the day on which the next annual general meeting is held, or until they sooner cease to hold office.
  4. 6.5.  Failure to Elect the Minimum Number of Directors Subject to Bylaw 6.4, if at any general meeting at which there should be an election of directors the members do not elect at least three directors, the directors duly elected in accordance with Bylaw 6.1 at such meeting shall appoint by resolution sufficient additional directors so that the number of directors of the Association is three, such additional directors to hold office until new directors are appointed or elected in their place at a general meeting specifically convened for that purpose, in which case the voting procedure set forth in Bylaw 6.1 shall apply, or until the day on which the next annual general meeting is held, or until they sooner cease to hold office.

6.6.

Filling a Casual Vacancy

6.7.

Any casual vacancy occurring in the board of directors for any reason other than as set forth in Bylaw 6.9(a) shall be filled with the replacement director or replacement directors appointed by instrument in accordance with Bylaw 6.3 by the respective director or directors who have vacated office as director, thus creating the casual vacancy or vacancies. Each such replacement director shall thereupon become a director and shall execute an instrument appointing a replacement director in accordance with Bylaw 6.3.

Alternate Directors

Any director may by instrument in writing delivered to the Association appoint any member in good standing to be his or her alternate to act in his or her place at meetings of the directors at which he or she is not present unless the directors shall have reasonably disapproved the appointment of such member as an alternate director and shall have given notice to that effect to the director appointing the alternate director within reasonable time after delivery of such instrument to the Association. Every such alternate shall be entitled to notice of meetings of the directors and to attend and vote as a director at a meeting at which the person appointing him is not personally present, and, if he or she is a director, to have a separate vote on behalf of the director he or she is representing in addition to his or her own vote. A director may at any time, by telegram, telex or by any other method of transmitting legibly recorded messages to the Association revoke the appointment of an alternate appointed by him or her. Any remuneration payable to such an alternate shall be payable out of the remuneration of the director appointing him or her, if any.

Removal of Directors

The members may by special resolution remove a director before the expiration of his or her period of office, and may by ordinary resolution appoint another person in his or her stead.

Termination of Directorship

The office of director shall be vacated if the director:

  1. a)  is removed by special resolution of the members;
  2. b)  resigns his or her office and gives written notice of his or her resignation to the board of directors; or

6.8.

6.9.

c) ceases to be eligible for membership. 6.10. Proceedings are not Invalidated

No act or proceeding of the directors is invalid only by reason of there being less than the prescribed number of directors in office, provided that there are sufficient directors to form a quorum.

6.11. Remuneration of Directors
The remuneration, if any, of the directors shall be an amount determined by the board

of directors and approved by a general meeting of the Association. 6.12. Reimbursement of Directors

Each director shall be reimbursed for all expenses necessarily and reasonably incurred by him or her while engaged in the affairs of the Association.

6.13. Disclosure of Conflicting Interest of Directors

Every director of the Association who:

  1. a)  is, directly or indirectly, interested in a proposed contract or transaction with the Association; or
  2. b)  holds any office or possesses any property whereby, whether directly or indirectly, duties or interests might be created in conflict with his or her duties or interests as a director of the Association;

shall disclose fully and promptly the fact, nature and extent of the interest or conflict by a notice or statement in writing which such director shall deliver to each member of the Directors and otherwise comply with the requirements of the Societies Act, and it is further provided that a director shall not vote in respect of the approval of any such contract or transaction with the Association in which he is interested and if he shall do so his vote shall not be counted, but he shall be counted in the quorum present at the meeting in which such vote is taken.

6.14. Voting and Quorum re Proposed Contract

A director shall not vote in respect of the approval of any such contract or transaction with the Association in which he is interested and if he shall do so his or her vote shall not be counted, but he or she shall be counted in the quorum present at the meeting in which such vote is taken.

7. PROCEEDINGS OF DIRECTORS 7.1. Chairman and Alternate

The President or, in his or her absence, the Vice President, if any, shall preside as chairman at every meeting of the directors, or if neither the President nor Vice President is present within fifteen minutes of the time appointed for holding the meeting or is willing to act as chairman, or, if the President and the Vice President, if any, have advised the Secretary that they will not be present at the

meeting, the directors present shall choose one of their number to be chairman of the meeting.

7.2. Meetings – Procedures

The directors may meet together for the dispatch of business, adjourn and otherwise regulate their meetings, as they think fit. Except where the Societies Act,the Constitution or these Bylaws otherwise provide, any action to be taken by a resolution of the directors shall be decided by a majority of the votes of those directors present and voting at the meeting. Meetings of directors held at regular intervals may be held at such place, at such time and upon such notice (if any) as the directors may be resolution from time to time determine.

7.3. Meetings by Conference Telephone

A director may participate in a meeting of the directors or of any committee of the directors by means of conference telephone or other communication facilities by means of which all directors participating in the meeting can hear each other. A director participating in a meeting in accordance with this Bylaw shall be deemed to be present at the meeting and to have so agreed and shall be counted in the quorum therefor and be entitled to speak and vote thereat.

  1. 7.4.  Notice of MeetingA director may, and the Secretary upon request of a director shall, call a meeting of the directors at any time. Reasonable notice of such meeting specifying the place, date and time of such meeting shall be given to each director by telephone, or by instrument in writing sent by mail or sent by telecopy or any other method of transmitting legibly recorded messages to each director at his or her address as it appears on the books of the Association, or delivered to his or her usual business or residential address. It shall not be necessary to give notice of a meeting of directors to any director:
    1. a)  who is not at the time in the Province of British Columbia; or
    2. b)  if such meeting is to be held immediately following a general meeting at which such director shall have been elected or is the meeting of directors at which such director is appointed.

    Accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any director shall not invalidate the proceedings at the meeting.

  2. 7.5.  Waiver of Notice of Meetings Any director may file with the Secretary a document executed by him or her waiving notice of any past, present or future meetings of the directors being, or required to have been, sent to him or her and may at any time withdraw such waiver with respect to meetings held thereafter. After filing such waiver with

respect to future meetings and until such waiver is withdrawn no notice need be given to such director of any meeting of directors and all meetings of the directors so held shall be deemed not to be improperly called or constituted by reason of notice not having been given to such director.

7.6. Quorum
The quorum necessary for the transaction of the business of the directors shall be

a majority of the directors holding office.

7.7. Validity of Acts of Directors

All acts done by any meeting of the directors or of a committee of directors, or by any person acting as a director, shall notwithstanding that it be afterwards discovered that there was some defect in the qualification, election or appointment of any such directors or of the members of such committee or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly elected or appointed and was qualified to be a director.

  1. 7.8.  Resolution in Writing EffectiveA resolution consented to in writing, executed by all of the directors shall be as valid and effectual as if it had been passed at a meeting of the directors duly called and held. Such resolution may be in two or more counterparts which together shall be deemed to constitute one resolution in writing. Such resolution shall be filled with the minutes of the proceedings of the directors and shall be effective on the date the last director’s signature is signed thereon.
  2. 7.9.  Appointment of Committees The directors may by resolution appoint one or more committees consisting of such member or members of their body as they think fit and may delegate to any such committee between meetings of the board of directors such powers of the directors (except the power to fill vacancies in the board of directors and the power to change the membership of or fill vacancies in any committee of the board of directors and the power to appoint or remove officers appointed by the directors) subject to such conditions as may be prescribed in such resolution, and all committees so appointed shall keep regular minutes of their transactions and shall cause them to be recorded in books kept for that purpose, and shall report the same to the directors at such times as the directors may from time to time require. The directors shall also have power at any time to revoke or override any authority given to or acts to be done by any such committees except as to acts done before such revocation or overriding and to terminate the appointment or change the membership of a committee and to fill vacancies in it. Committees may make rules for the conduct of their business and may appoint such assistants as they may deem necessary. A majority of members of a committee shall constitute a quorum thereof.

7.10. Procedure at Meetings

8.

8.1.

Any committee may meet and adjourn as it thinks proper. Except where the Societies Act, the Constitution or the Bylaws otherwise provide, any action to be taken by resolution of any committee at any meeting shall be determined by a majority of the votes of the members of the committee present and voting. A resolution in writing executed by all members of the committee shall be as valid and effective as if it had been passed at a meeting of such committee duly called and held. Such resolution may be in two or more counterparts which together shall be deemed to constitute one resolution in writing. Such resolution shall be filed with the minutes of the proceedings of the committee and shall be effective on the date the last committee member’s signature is signed thereon.

DUTIES OFOFFICERS

Appointment of Officers

The directors shall, from time to time, appoint a President, a Secretary and such other officers, if any, as the directors shall determine and the directors may, at any time terminate any such appointment. Officers of the Association need not be directors of the Association, provided that if the President is not a director then, notwithstanding any other provision of these Bylaws, the President shall be entitled to receive notice of and to attend at all meetings of directors and of any committees of directors and general meetings of the Association.

8.2. President

The President shall preside at all meetings of the Association and of the directors, subject to the provisions of these Bylaws. The President is the chief executive officer of the Association and shall supervise the other officers in the execution of their duties.

8.3. Vice President
The Vice President, if any, shall carry out the duties of the President during his

or her absence. 8.4. Secretary

The Secretary shall:

  1. a)  issue noticesof general meetings and directors’ meetings;
  2. b)  keep minute s of general meetings and directors’ meetings;
  3. c)  have custody of all records and documents of the Association, except those which may be required to be kept by the Treasurer if the Association has a

8.5.

  1. d)  have custody of the common seal of the Association; and
  2. e)  maintain the register of members.

Treasurer

The Treasurer, if any, shall:

  1. a)  keep such financial records, including books of account, as are necessary to comply with the Societies Act;
  2. b)  provide financial statements to the directors, members and others when required;
  3. c)  have custody of and responsibility for the funds and the Association; and
  4. d)  collect all annual membership dues.

Secretary-Treasurer

The offices of Secretary and Treasurer may be held by one person who shall be known as the Secretary-Treasurer.

Remuneration of Officers
The remuneration, if any, of the officers shall be an amount determined by the

board of directors and approved by a general meeting of the Association. Reimbursement of Officers

Each officer shall be reimbursed for all expenses necessarily and reasonably incurred by him or her while engaged in the affairs of the Association.

SEAL Common Seal

The directors may provide for a common seal for the Association and shall have power from time to time to destroy it and substitute a new seal in its place.

Affixing Seal

The common seal for the Association shall not be affixed except in the presence of the following persons:

a) any two directors; or

8.6.

8.7.

8.8.

9. 9.1.

9.2.

Treasurer;

b) the President, a director or the Vice President together with the Secretary, a director or the Treasurer; or

c) such person or persons as the directors may from time to time by resolution appoint,

who shall sign such instrument. For the purpose of certifying under seal true copies of any document or resolution the seal may be affixed in the presence of any one of the foregoing persons.

EXECUTION OF DOCUMENTS

10.
10.1. Power to Execute Documents

Contracts, documents or any instruments in writing requiring the signature of the Association, shall be signed by any two officers or such person or persons as the directors may from time to time by resolution appoint, and all contracts, documents and instruments in writing so signed must be approved by resolution either specifically or generally by the directors.

11. BORROWING 11.1. Power to Borrow

Subject to the Societies Act, the directors may from time to time on behalf of the Association:

a) borrow money in such manner and amount, on such security, from such sources and upon such terms and conditions as they think fit;

b) issuebonds,debenturesandotherdebtobligationseitheroutrightorassecurity for any liability or obligation of the Association or any other person; and

c) mortgage, charge, or give other security no the undertaking, or on the whole or any part of the property and assets, of the Association (both present and future).

provided that any such borrowing must first be authorized by a special resolution of the members.

12. ACCESS TO RECORDS

  1. 12.1  Members of the Association shall have full access to and may inspect all records the Association is required to keep under section 20 of the Societies Act.
  2. 12.2  Subject to the preceding paragraph of these bylaws, no person, other than a member or director, may inspect a record the Association is required to keep under section 20(1) of the Societies Act.

13. AUDITOR
13.1. Limited Application of this Bylaw

This Bylaw 12 applies only where the Association is required or has resolved to have an auditor.

13.2. Appointment of First Auditor
The first auditor shall be appointed by the directors who shall also fill any

vacancies in the office of auditor. 13.3. Appointment of Successive Auditors

At each annual general meeting the Association shall appoint an auditor to hold office until he is re-elected or his or her successor is elected at the next annual general meeting.

13.4. Removal of Auditor

An auditor may be removed by resolution passed at a general meeting duly called for that purpose but the members must appoint a replacement auditor for the unexpired period of the incumbent auditor’s term by resolution passed at that same meeting.

  1. 13.5.  Notification of Appointment or Removal An auditor shall be promptly informed in writing of his or her appointment or removal.
  2. 13.6.  Prohibition Against Directors and Employees as Auditor
    No director and no employee of the Association shall be the auditor.

13.7. Attendance of General Meetings
The auditor may attend general meetings.

14. DISSOLUTION
14.1. Distribution of Association Assets

Upon the winding up and dissolution of the Association, any assets remaining after all debts of the Association have been paid or provision for their payment has been made, shall be distributed to a qualified recipient specified by the members or directors pursuant to the provisions of Section 124 of the Societies Act or, failing that, shall vest, be paid, transferred or delivered, to the government or a surviving joint tenant in accordance with the provisions of section 154 of the Societies Act.

15. INDEMNITY AND PROTECTION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS

15.1. Indemnification of Directors, Officers, Employees, Agents

Subject to the provisions of the Societies Act, the directors shall cause the Association to indemnify any current or former director, officer, employee or agent of the Association and any current or former director, officer, employee or agent of a corporation which is or was a subsidiary of the Association, and his or her respective heirs and personal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgement, actually and reasonably incurred by him or her or them, in a civil, criminal or administrative action or proceeding to which he or she is or they are made a party by reason of being or having been a director, officer, employee or agent of the Association or of such subsidiary including an action brought by the Association or subsidiary. Each director, officer, employee and agent of the Association on being elected, appointed, employed or engaged shall be deemed to have contracted with the Association on the terms of the foregoing indemnity.

15.2. Indemnification Not Invalidated by Non-compliance

The failure of a current or former director, officer, employee or agent of the Association to comply with the provisions of the Societies Act or the Constitution or of these Bylaws shall not invalidate any indemnity under this Part.

15.3. Association May Purchase Insurance

The directors may cause the Association to purchase, and maintain insurance for the benefit of any person who is or was serving as a director, officer, employee or agent of the Association or any other entity, his or her heirs and personal representatives against any liability incurred by him or her as such director, officer, employee or agent.

16. NOTICE TO MEMBERS 16.1. Method of Giving Notice

A notice, statement or report may be given or delivered by the Association to any member either by delivery to him or her personally or by sending it by mail to his or her address or email address as recorded in the register of members. Where a notice, statement or report is sent by mail, service or delivery of the notice, statement or report shall be deemed to be effected by properly addressing, prepaying and mailing the notice, statement or report and to have been given on the day, Saturdays, Sundays and holidays excepted, following the date of mailing. A certificate signed by the Secretary or other officer of the Association or of any other entity acting in that behalf for the Association that the letter, envelope or wrapper containing the notice, statement or report was so addressed,

prepaid and mailed shall be conclusive evidence thereof. 16.2. Persons to Receive Notice

Notice of every general meeting shall be given to, every member shown on the register of members on the day notice is given. No other person except the auditor of the Association and the directors of the Association shall be entitled to receive notice of any such meeting.

17. BYLAWS
17.1. Members’ Entitlement to Receive Copy of Constitution and Bylaws

On being admitted to membership, a member is entitled to, and the Association shall provide him or her with, without charge, a copy of the Constitution and Bylaws of the Association.

17.2. Alteration of Bylaws

These Bylaws must not be altered or added to except by special resolution.