Constitution

  1. The name of the society is Shaughnessy Point Grey Out of School Society.
  2. The objectives of the society are:

(1) To operate during hours when supervision for children of working parents is most needed.

(2) To provide stimulating and creative activities designed for children aged 5-12.

(3) To meet the individual needs for a very active child or a child who needs to curl up with a book.

(4) To provide a staff who will allow and recognize individual needs and serve as more than a custodial service.

(5) To provide cooperative assistance to the working parent in giving guidance and direction to their child. Parental responsibility is essential and the kind of supervision a child receives will always and finally rest with the parent.

(6) To provide a home base that a child is responsible to and may operate from.

(7) To establish reasonable limits for each child consistent with his ability to establish his own limits.

(8) To allow a child to exercise and develop his responsibility by choosing healthy activities outside the centre which are agreed to by his parents and staff.

(9) To make use of available resources within the community for the benefit of child and staff.

(10) To consider this program a step towards preventing delinquent and irresponsible acts of children left on their own at too young an age.

Bylaws

Part 1 – Definitions and Interpretation

1.1 In these Bylaws:

“Act” means the Societies Act, SCB, 2015 c.18 as amended from time to time;

“Board” means the Directors of the Society;

“Bylaws” means these Bylaws as altered from time to time;

“Constitution” means the Society’s constitution; and

“Society” means Shaughnessy Point Grey Out of School Society.

1.2      The definitions in the Act apply to these Bylaws.

1.3      If there is a conflict between these Bylaws and the Act or the regulations under the Act, then the Act or the regulations, as the case may be, prevail.

Part 2 – Fundamental Matters

2.1.     The operation of the Society is to be chiefly carried on in the Shaughnessy area in the City of Vancouver in the Province of British Columbia.

2.2      The Society shall be carried on without purpose of gain for its members and any profits or other accretions to the Society shall be used for promoting its objectives.  This provision was previously unalterable.

2.3      In the event that the Society at any time be wound up or dissolved, the remaining assets after payment of all debts and liabilities shall be turned over to a recognized non-profit society in the Province of British Columbia or elsewhere in Canada as directed by the members and the Minister of Human Resources. Failing this, to a charitable trust recognized by the Department of National Revenue of Canada, as being qualified as such under the provision of the “Income Tax Law of Canada” from time to time in effect. In the event that agreement cannot be reached, the assets will vest in the Crown in right of the Province. No mortgage on the real property of the Society is to be entered into without the approval in writing of the Minister of Human Resources and no mortgage entered into by the Society without such approval shall be valid and binding against the Crown in right of the Province of British Columbia.  This provision was previously unalterable.

Part 3 – Members

3.1      Direct Members

The registering parent of a child enrolled in the childcare program automatically becomes a direct member upon acceptance of the child in the program. Direct members may hold office and have the right to vote in a general meeting of the membership.

3.2      Associate Members

Any parent or guardian listed on the registration form of a child enrolled in the childcare program who is not a direct member automatically becomes an associate member upon acceptance of the child in the program. Associate members may hold office but do not have the right to vote in a general meeting of the membership.

3.3      Proxies will be allowed; one vote per direct member.

3.4      Automatically direct membership ceases when a parent no longer has a child enrolled in the childcare program. They may remain an associate member and hold office until the following annual general meeting.

3.5      Only direct members of the Society may vote at meetings of the Society and associate members have no voting rights.

3.6      An up-to-date registry of all memberships shall be kept by the Board.

3.7      Every member must uphold the Constitution and comply with the Bylaws.

3.8      The membership fee, if any, shall be determined by the Board and presented at a meeting of the members for approval by the direct membership. Only a simple majority of those attending is needed.

3.9      A person ceases to be a member of the Society:

(i) upon withdrawal of his or her child from the childcare program

(ii) by mailing or delivering his or her resignation in writing to the address of the society

(iii) on his or her death

(iv) on being expelled

(v) by not requesting membership annually

(vi) on becoming a member who is not in good standing

3.10    A member is not in good standing if the member fails to pay the membership fee or any other amounts owed to the society within ten business days after formal written notice is given.

3.11    A member may be expelled by a resolution of the Board.

3.12    The person who is the subject of the proposed expulsion must be given an opportunity to be heard at a meeting of the Board before the resolution is put to the vote.

Part 4 – General Meetings of Members

4.1      A general meeting must be held during the month of October each year at the time and place within the City of Vancouver that the Board determines, unless all voting members consent by resolution to the business that must be dealt with at that meeting on or before the date by which the annual general meeting must be held.

4.2      At a general meeting, the following business is ordinary business:

(i) consideration of any financial statements of the Society presented to the meeting;

(ii) consideration of the reports of the Board, Executive Director, auditor and others, if any;

(iii) election or appointment of directors;

(iv) appointment of an auditor, if any; and

(v) business arising out of a report not requiring the passing of a special resolution.

4.3      Notice of a general meeting must be sent to direct members:

(i) by mail or hand delivered at least 14 days before the date of the meeting; or

(ii) by email at least 14 days before the date of the meeting and notice of the date, time and location of the meeting is:

(a) published, at least once in each of the 3 weeks immediately before the meeting, in any daily newspaper circulated in the City of Vancouver, or

(b) posted, throughout the period commencing at least 21 days before the meeting and ending when the meeting is held, on the Society’s website.

4.4      A notice of a general meeting must state the nature of any business, other than ordinary business, to be transacted at the meeting, and must include the text of any special resolution to be submitted to the meeting.

4.5      The following individual is entitled to preside as the chair of a general meeting:

(i) the individual appointed by the Board to preside as the chair of the meeting;

(ii) if the Board has not appointed an individual to preside as the chair of the meeting or the individual appointed by the Board is unable to preside as the chair of the meeting, then the meeting will be chaired by:

(a) the Chair of the Board or

(b) the Vice-Chair of the Board, if the Chair of the Board is unable or unwilling to preside as the chair of the meeting, or

(c) one of the other directors present at the meeting, if neither the Chair nor Vice-Chair of the Board are able or willing to preside as the chair of the meeting.

4.6      If there is no individual entitled under these Bylaws who is able or willing to preside as the chair of a general meeting within 15 minutes from the time set for holding the meeting, the direct members who are present must elect an individual present at the meeting to preside as chair of the meeting.

4.7      Business, other than the election of the chair of the meeting and the adjournment or termination of the meeting, must not be transacted at a general meeting unless a quorum of voting members is present.

4.8      A quorum for the transaction of business at a general meeting is 20% of the direct members present.

4.9      If, within 30 minutes from the time set for holding a general meeting, a quorum of direct members is not present:

(i) in the case of a meeting convened on the requisition of members, the meeting is terminated; and

(ii) 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 was not present within 30 minutes from the time set for holding the continuation of the adjourned meeting, the voting members who are present will constitute quorum for that meeting.

4.10    If at any time during a general meeting there ceases to be a quorum of members present, any business in progress must be suspended until there is a quorum present or until the meeting is adjourned or terminated.

4.11    The Board or 10% or more direct members, by requisition, may call a general meeting of the Society for the purpose set out in the requisition.

4.12    The Board will be responsible for the administration and preparation of the meeting including providing notice of the general meeting.

4.13    5% of direct members may request that a matter be put on the agenda of a general meeting.

4.14    The rules of procedure at a general meeting will be determined by the Board, or if any direct member objects then the rules of procedure will be those set out in Roberts’ Rules of Order.

4.15    Voting must be by a show of hands, an oral vote or another method that adequately discloses the intention of the direct members.

4.16    Before any vote, if two or more direct members request, or the chair of the meeting so directs, then voting must be by secret ballot.

4.17    A matter to be decided at a general meeting may be decided by ordinary resolution (which shall be deemed passed if a majority of the direct members present vote in favour of such resolution) unless the Act or these Bylaws require that the matter be decided by special resolution (which shall be deemed passed if a 2/3 majority of the direct members present vote in favour of such resolution).

Part 5 – Directors and Officers

5.1      At each annual general meeting, the members must elect directors to the Board.

5.2      The directors of the Society must be members of the Society.

5.3      Each director will be elected for a one year term.

5.4      Directors may serve consecutively up to a maximum of six one-year terms. Terms will be deemed to be consecutive where a person has ceased to be a director for less than 12 months between terms.

5.5      The Board may, at any time, appoint a member as a director to fill a vacancy on the Board for an interim period that will end at the following annual general meeting.  Such interim appointment period will not be counted as or towards any election term.

5.6      A director may not hold the same office for a period longer than four years.

5.7      The Society must have no fewer than five and no more than eight directors, at least one of whom must be ordinarily resident in the Province of British Columbia.

5.8      Following a general meeting at which directors are elected to the Board, the directors must appoint from among themselves the following officers:

(i) Chair;

(ii) Vice-Chair;

(iii) Treasurer; and

(iv) Secretary.

5.9      A director may hold more than one officer position on the Board.

5.10    The Chair is responsible for supervising the other officers and directors in the execution of their duties.

5.11    The Vice-Chair is responsible for carrying out the duties of the Chair if the Chair is unable to act.

5.12    The Secretary is responsible for doing or making the necessary arrangements for the following:

(i) issuing notices of general meetings and directors’ meetings;

(ii) taking minutes of general meetings and directors’ meetings;

(iii) keeping the records of the Society in accordance with the Act;

(iv) conducting the correspondence of the Board;

(v) filing the annual report of the Society and making any other filings with the registrar under the Act.

5.13    In the absence of the secretary from a meeting, the Board must appoint another director to act as secretary at the meeting.

5.14    The Treasurer is responsible for doing, or making the necessary arrangements for, the following:

(i) receiving and banking monies collected from the members and other sources;

(ii) keeping accounting records for the Society’s financial transactions;

(iii) preparing the Society’s financial statements;

(iv) making the Society’s filings for tax purposes

5.15    No director may receive remuneration from the Society for acting as a director, but the Society may, subject to the Act, remunerate a director for services rendered to the Society in another capacity and where approved by a majority vote of the remaining directors of the Board.

5.16 Notwithstanding the foregoing provisions of this Part 5, the Board may delegate the duties and powers of any officer to any other officers or directors to perform such duties and have such powers as determined by, and that are not inconsistent with, these Bylaws, the Act, or any resolution of the direct members.

Part 6 – Directors’ Meetings

6.1      Meetings of the Board may be called by the Chair or any two or more directors.

6.2      At least two business days’ notice of Board meeting must be given to all directors eligible to vote unless all such directors consent to a shorter notice period.

6.3      The accidental omission to give notice of a Board meeting to a director, or the non-receipt of a notice by a director, does not invalidate proceedings at the meeting.

6.4      All questions shall be determined by a majority vote. In the event of a tie vote, the Chair shall have the deciding vote.

6.5      A Board meeting may be held in person, by teleconference, by electronic means, or by a combination of means.

6.6      A resolution in writing signed by all the directors personally will be as valid and effectual as if it has been passed at a meeting of directors duly called and constituted.

6.7      A quorum for the transaction of business at a Board meeting is a majority of the directors.

6.8      The Board may appoint and dissolve special committees at any time as deemed necessary by the Board.

Part 7 – Signing Authority

7.1      All instruments, agreements, contracts and other documents to be signed by the Society may be executed:

(i)           by one or more individuals so authorized by the Board or

(ii)          by any two directors

Part 8 – Borrowing

8.1      In order to carry out the purposes of the Society, the Board may, with approval of 75% of the board, on behalf of and in the name of the Society, borrow or raise and secure the payment or repayment of money in such manner as the Board may decide including, but not limited to, through the issue of debentures charged against any or all of the Society’s property (both present and after-acquired), and to purchase, redeem or pay off any such security.

Part 9 – Books and Records

9.1      Members may inspect the books and records including financial statements of the Society upon appointment during regular business at the offices of the Society.

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