Bylaws
Part 1 - Interpretation
1. (1) In these bylaws, unless the context otherwise requires,
(a) “directors” means the directors of the society for the time being;
(b) “Society Act” means the society act of the Province of British Columbia from time to time in force and all amendments to it;
(c) “registered address” of a member means his address as recorded in the register of members.
(2) The definitions in the Society Act if the date these bylaws become effective apply to these bylaws.
2. Words importing the singular include the plural and vice versa; and words importing a male person include a female person and a corporation.
Part 2 - Membership
3. (1) There shall be two types of membership;
(a) A full member shall be a person who has formerly, or is presently using illicit drugs, and shall have a voice and a vote at all meetings.
(b) A supporting member shall be a person who has not formerly and is not presently using illicit drugs and shall have voice but no vote at all meetings.
4. A person may apply to the directors for membership in the society and on acceptance by The directors shall be a member.
5. Every member shall uphold the constitution and comply with these bylaws.
6. Membership dues if any, shall be determined by the membership from time to time.
7. A person shall cease to be a member of the society
(a) by delivering his resignation in writing to the secretary or by mailing or delivering it to the address of the society.
(b) or on his death or in case of a corporation on dissolution.
(c) on being expelled; or
(d) on having been a member not in good standing for 12 consecutive months.
8. (1) A member may be expelled by a special resolution of the members passed at a general meeting.
(2) It is the duty of the society to seek alternative solutions, proposing a special resolution for expulsion only as a final resort.
(3) The notice of special resolution for expulsion shall be delivered to the member at least 14 days prior to the general meeting, accompanied by full particulars stating the reason(s) for the proposed expulsion.
(4) 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 vote.
9. All members are in good standing except a member who has failed to pay his current annual general membership fee or any other debt due and owing by him to the society and he is not in good standing so long as the debt remains unpaid.
Part 3 - Meetings of the Members
10. General meetings shall be held at the time and place, in accordance with the Society Act, that the directors decide.
11. Every general meeting other than an annual general meeting is an extraordinary general meeting.
12. Upon receipt of a written request from not less than 10% of the directors shall convene an extraordinary general meeting within 21 days of receiving such a request.
13. At least 14 days written notice of a general meeting shall be given to every member and in addition shall be publicly posted in all areas frequented by the members. The notice shall specify the place, day, and hour, as well as the reason for the meeting.
14. The first annual general meeting of the society shall be held not more than 15 months after the date of incorporation and after that an annual general meeting shall be held at least once in every calendar year and not more than 15 months after holding the last preceding annual general meeting.
15. The annual general meeting shall, as a minimum requirement, include the following points:
(a) Adoption of the rules of order;
(b) Approval of agenda;
(c) Consideration of the financial statements;
(d) Presentation of Directors report(s).
(e) Auditor report;
(f) The election of directors;
(g) 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 of convening meeting.
16. (1) No business, other than the election of a chairman and the adjournment or termination of the meeting shall be conducted at a general meeting at a time when a quorum is not present.
(2) If at any time during the general meting 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.
(3) A quorum is 3 members present or a greater number that the members may determine at a general meeting.
17. 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 the members, shall be terminated, but in any other case, it shall 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 constitute a quorum, providing there is never less than 3 members present.
18. Subject to bylaw 19, the president, vice president, or in the absence of both, one of the other directors present, shall preside as chairman of a general meeting.
19 If at a general meeting
(a) There is no president, vice president or other director present within minutes after the time appointed for holding the meeting; or
(b) The president and all other directors are unwilling to act as chairman, the members present shall choose one of their number to be chairman.
20. (1) A general meeting may be adjourned from time to time and from place to place. no business shall be transacted at an adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.
(2) In case of n equality of votes the chairman shall not have a casting or second vote in addition to the vote to which he may be entitled as a member and the resolution shall not pass.
21. (1) No resolution proposed at a meeting need be seconded and the chairman of a meeting may move or propose a resolution.
(2) When a meeting is adjourned for 10 days or more, notice of the adjourned meeting shall be given as in the case of the original meeting.
(3) Except as provided in this bylaw, it is not necessary to give notice of an adjournment or other business to be transacted at an adjourned meeting.
22. (1) A full member in good standing present at a meeting of members is entitled to one vote and a supporting member is entitled to voice but no vote.
(2) Voting is by a show of hands unless otherwise determined by the members present.
(3) Voting by proxy is not permitted.
23. A corporate supporting member, through its authorized representative is entitled to speak but not to vote, but in all other respects exercise the rights of a member, and that representative shall be reckoned as a supporting member for all purposes with respect to a meeting of the society.
Part 4 - Directors and Officers
2. (1) The directors may exercise all the powers and do all the acts and things that the society may exercise and do, and which are not by these bylaws or statutes or otherwise lawfully directed or required to be exercise or done by the society in general meeting, but subject, nevertheless, to
(a) All laws affecting the society:
(b) these bylaws; and
(c) rules, not be inconsistent with these bylaws, which are made from time to time by the society in general meeting.
(2) No rule, made by the society in general meeting, invalidates a prior act of the directors that would have been valid if that rule had not been made.
25. (1) The president, vice president, secretary, treasurer and one or more other persons shall be directors of the society.
(2) The number of directors shall be 5 full members or a greater number determined from time to time at a general meeting.
(3) The members may direct that an advisory committee made up of supportive members be set up from tome to time and in a number to be determined in a general meeting.
26. (1) The directors shall retire from office at each annual general meeting when their successors shall be elected.
(2) Separate elections shall be held for each office to be filled.
(3) An election may be by acclimation, otherwise it shall be by ballot.
(4) If no successor is elected the person previously elected or appointed continues to hold office.
27. (1) The directors may at any time and from time to time appoint a member as a director to fill a vacancy in the directors.
(2) A director so appointed holds office only until the conclusion of the next following annual general meeting of the society, but is eligible for re-election at the meeting.
28. (1) If a director resigns his office or otherwise ceases to hold office, the remaining directors shall appoint a member to take the place of the former director.
(2) No act or proceeding of the directors os invalid only by reason of there being less than the prescribed numbers of directors in office.
29. The members may by special resolution remove a director before the expiration of his term of office, and may elect a successor to complete the term of office.
30. No director shall be remunerated for being or acting as a director but a director shall be reimbursed for all expenses necessarily and reasonably incurred by him while engaged in the affairs of the society.
Part 5 - Proceedings of Directors
31. (1) The directors may meet together at the places they think fit to dispatch business, adjourn and otherwise regulate their meetings and proceedings, as they see fit.
(2) The directors may from time to time fix the quorum necessary to transact business, and unless so fixed the quorum shall be a majority of the directors then in office.
(3) The president shall be chairman of all meetings of the directors, but may appoint another director to chair a meeting with the consent of all other directors present, but if at a meeting the president is not present within 15 minutes after the time appointed for holding the meeting the directors present may choose one of their number to be chairman at the meeting.
(4) A director may at any time, and the secretary, on the request of a director, shall, convene a meeting of the directors.
32 (1) The directors may delegate any, but not all, of their powers to committees consisting of the directors or directors as they think fit.
(2) A committee so formed in the exercise of the powers so delegated shall conform to any rules imposed on it by the directors, and shall report every act or thing done in exercise of those powers to the earliest meeting of the directors to be held after it has been done.
33. A committee shall elect a chairman of its meetings; but if no chairman is elected, or if at a meeting the chairman is not present within 30 minutes after the time appointed for holding the meeting, the directors present who are members of the committee shall choose one of their number to be chairman of the meeting.
34. The members of a committee may meet and adjourn as they think proper.
35. For a first meeting of directors held immediately following the appointment or election of a director or directors at an annual general meeting of members, or for a meeting of the director at which a director is appointed to fill a vacancy in the directors, it is not necessary to give notice of the meeting to the newly elected or appointed director or directors for the meeting to be constituted, if a quorum of directors is present.
36. A director who may be absent temporarily from British Columbia may send or deliver to the address of the society a waiver of notice, which may be by letter, telegram, telex, or cable, of any meeting of the directors and may at any time withdraw the waiver, and until the waiver is withdrawn,
(a) No notice of meeting of directors shall be sent to that director, and
(b) any and all meetings of the directors of the society, notice of which has not been given to that director shall, if a quorum of the directors is present, be valid and effective.
37. (1) Questions arising at a meeting of the directors and committee of directors shall be decided by a majority of votes.
(2) In case of an equality of votes the chairman does not have second or casting vote.
38. No resolution proposed at a meeting of directors or committee of directors need be seconded and the chairman of a meeting may move or propose a resolution.
39. A resolution in writing, signed by all the directors and placed with the minutes of the directors is as valid and effective as if regularly passed at a meeting of directors.
Part 6 - Duties of Officers
40. (1) The president shall preside at all meeting of the society of the directors.
(2) The president is the chief executive officer of the society and shall supervise the other officers in the execution of their duties.
41. The vice-president shall carry out the duties of the president during his absence.
42 The secretary shall
(a) conduct the correspondence of the society;
(b) issue notices of all meetings of the society and directors;
(c) keep minutes of all meetings of the society and directors;
(d) have custody of all records and documents of the society except those required to be kept by the treasurer;
(e) have custody of the common seal of the society; and
(f) maintain the register of members.
43. The treasurer shall
(a) keep the financial records, including books of account, necessary to comply with the Society Act; and
(b) render financial statements to the directors, members and others when required.
44. (1) The offices of secretary and treasurer may be held by one person who shall be known as the secretary treasurer.
(2) When a secretary treasurer holds office the total number of directors shall not be less than 5 or the greater number that may have been determined pursuant to bylaw 25 (2).
45. In the absence of the secretary from a meeting, the directors shall appoint another person to act as secretary at the meeting.
Part 7 - Seal
46. The directors may provide a common seal for the society and may destroy a seal and substitute a new seal in its place.
47. The common seal shall be affixed only when authorized by a resolution of the directors and then only in the presence of the persons prescribed in the resolution, or if no persons are prescribed, in the presence of the president and secretary or president and secretary treasurer.
Part 8 - Borrowing
48. In order to carry out the purpose of the society the directors may, on behalf of and in name of the society, raise or secure the payment or repayment of money in the manner they decide, and in particular but without limiting the foregoing, by the issue of debentures
49. No debenture shall be issued without the sanction of a special resolution.
50. The members may by special resolution restrict the borrowing powers of the directors, but a restriction imposed expires at the next annual general meeting.
Part 9 - Auditor
51. The first auditor shall be appointed by the directors who shall also fill all vacancies occurring in the office of auditor.
52. At each annual general meeting the society shall appoint an auditor to hold office until he is re-elected or his successor is elected at the next annual general meeting.
53. An auditor may be removed by ordinary resolution.
54. An auditor shall be promptly informed in writing of appointment or removal.
55. No director and no employee of the society shall be auditor.
56. The auditor may attend general meetings.
Part 10 - Notices to Members
57. A notice may be given to a member, either personally or by mail to him at his registered address.
58. In addition to the written notice, notices of all general meetings must be posted publicly in and in such a manner as to be reasonably seen by all members and in such areas as a majority of members may frequent.
59. A notice sent by mail shall be deemed to have been given on the second day following that on which the notice is posted, and in proving that notice has been given it is sufficient to prove the notice was properly addressed and put in a Canadian post office receptacle.
60 (1) Notice of a general meeting shall be given to
(a) the members shown on the register of members on the day notice is given, and
(b) The auditor.
(2) No other person is entitled to receive a notice of general meeting.
Part 11 -Bylaws
61. On being admitted to membership, each member is entitled to and the society shall give him, without charge, a copy of the constitution and bylaws of the society.
62. These bylaws shall not be altered or added to except by special resolution.
Dated this 15th day of August, 1998.
APPLICANTS FOR INCORPORATION
Al Favel - 2086 East 1st Avenue, Vancouver. V5N 1B5
Bryan Alleyne - #31- 117 Main Street, Vancouver. V6A 5S2
Celina Bates - 1047 East 52nd Avenue, Vancouver. V5L 4U6
Don Baker - #710 - 380 Main Street, Vancouver. V6L 2T4
Ron McKay - #208 - 770- East Hastings Street, Vancouver. V5T 1P6
Doug Sellage - 320 East Hastings Street, Vancouver. V5A 1P4
Arvida Maki - #107 - 527 Commadore Rd, Vancouver. V5Z 4G5
David Warky - 561 East Hastings Street, Vancouver. V6A 1P9
Bud Osborne - #601 - 251 Union Street, Vancouver. V6A 2B2
