|
By-Laws of the Mount Benson Preservation Society.
Read also the explanation of the four interacting circles on sustainable
development shown at the end here. SOCIETY BY-LAWS OF Mount Benson Preservation Society Part 1 - INTERPRETATION 1. (a) In these bylaws, unless the context otherwise requires, (i) “directors” means the directors of the society for the time being;The definitions in the Society Act on the date these by-laws become effective apply to these by-laws. For all purposes of the Society, “Special Resolution” shall mean a resolution passed by no less than 75% majority of such members entitled to vote as are present or by proxy at a general meeting of which not less than 21 days’notice specifying the intention to propose a resolution as a special resolution has been duly given. 2. Words importing the singular include the plural and vice versa; and words importing a male person include a female person, a corporation, a partnership or other legal entities as are admitted as members by the Board. 3. Board of Directors, Executive Committee or Board, shall mean the Board of Directors of the Society. Part 2 - HEAD OFFICE 4. The Head Office of the Society shall be in the City of Nanaimo, in the Province of British Columbia, and at such place therein as the directors may from time to time determine. Part 3 - MEMBERSHIP 5. The members of the Society are the applicants for incorporation of the Society, and those persons subsequently have become members, in accordance with these by-laws and, in either case, have not ceased to be members. The membership shall consist of the applicants for the incorporation of the Society and such individuals and such corporations, partnerships and other legal entities as are admitted as members by the Board. The class of membership shall include memberships such as: student, general, senior, corporate and non-profit organization. 6. A person may apply to the directors for membership in the Society and on acceptance by the directors shall be a member. A person becomes a member by a favourable vote passed by a majority of the members at a regular of the Society, and upon payment of the fee. Such voting shall be by ballot, unless the meeting resolution otherwise decides. Each member shall promptly be informed by the Secretary of his admission as a member. 7. Every member shall uphold the Constitution and comply with these by-laws. 8. The amount of the first annual membership dues shall be determined by the directors and after that the annual membership dues shall be determined at the annual general meeting of the Society. 9. A person shall cease to be a member of the Society (i) by delivering his resignation in writing to the Secretary of the Board or by mailing or delivering it to the address of the Society;In case of resignation, a member shall remain liable for payment of any assessment or other sum levied or which became payable by him to the corporation prior to acceptance of his resignation. 10. A person may be expelled by a special resolution of the members passed at a general meeting. The notice of special resolution for expulsion shall be accompanied by a brief statement of the reason or reasons for the proposed expulsion. 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. 11. All members are in good standing except a member who has failed to pay his current annual membership fee or any other subscription or debt and owing by him to the Society and is not in good standing so long as the debt remains unpaid. Each member in good standing shall be entitled to one vote on each question arising at any special or general meeting of the members. Corporations, partnerships and any other legal entities may vote through a duly authorized proxy as defined in by-laws 86 and 87. 12. If any member is in arrears for fees or assessments for any year, such member shall be automatically suspended at the expiration of six months from the end of such year and shall thereafter be entitled to no membership privileges or powers in the Society until reinstated. Part 4 - DUES 13. There should be no dues or fees payable by members except such, if any, as shall from time to time be fixed by unanimous vote of the Board, which vote shall become effective only when confirmed by a vote of the members at an annual or other general meeting. 14. The Secretary shall notify the members of the dues or fees at any time payable by them and, if any are not paid within 30 days of the date of such notice the members in default shall thereupon automatically cease to be members of the Society, but any such members may on payment of all unpaid dues or fees be reinstated by unanimous vote of the Board. Part 5 - BOARD OF DIRECTORS 15. The affairs of the Society shall be managed by a Board of Directors, each Director having a vote, and of whom a majority shall constitute a quorum. 16. The Board shall be appointed by the majority of the membership at the annual general meeting of the Society. 17. The qualification of the Director shall be that he or she is a member in good standing of the Society. 18. Directors shall be eligible for re-election at the annual general meeting of the members. The election may be by a show of hands unless a ballot be demanded by any member. 19. The office of Directors shall be automatically vacated i) if by notice in writing to the Board he resigns his office;20. All Directors of the Society shall hold office for one year or until their successors are elected or appointed in their stead. 21. The Directors of the Society shall serve without remuneration and no Director shall directly or indirectly receive any profit from his position as such; provided a Director may be paid reasonable expenses incurred by him in the performance of his duties, and any Director who is a bona fide employee of the Society (whether full time, part time or contracted out) , may be paid remuneration with respect to services performed by him as an employee. 22. Meetings of the Board shall be held as often as may be required, but at least once every three months, and shall be called by the President. A special meeting may be called on the instructions of any two members thereof provided they request the President in writing to call such meeting, and state the business to be brought before the meeting. Meetings of the Board shall be called by ten days’notice in writing mailed to each member or by three days’notice by telegram or telephone. Any four members shall constitute a quorum, and meetings shall be held without notice if a quorum of the Board is present, provided, however, that any business transactions at such meeting shall be ratified at the next regularly called meeting of the Board; otherwise they shall be null and void. 23. The President shall be Chairman of all meetings of the Board, but if at a meeting the President is not present within 30 minutes after the time appointed for holding the meeting, the Vice-President shall act as Chairman; but if neither is present the Directors present may choose one of their number to be Chairman at that meeting. 24. The Directors may delegate any, but not all, of their powers to committees consisting of the Director or Directors as they think fit. 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 next after it has been done. 25. A committee shall elect a Chairman of its meetings; but if no Chairman is elected, or if at that 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. 26. The members of a committee may meet and adjourn as they think proper. 27. 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. 28. A resolution in writing, signed by all 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 - OFFICERS OF THE SOCIETY 29. There shall be a President, a Vice-President, a Secretary and a Treasurer or in lieu of a Secretary and Treasurer, a Secretary-Treasurer and such other officers as the Board may determine by by-law from time to time. There may as many officers as needed to direct all committees created by the Board. 30. One person may hold more than one office except the offices of President and Vice-President. The other members of the Society need not be members of the Board and in the absence of written agreement to the contrary, the employment of all officers shall be settled from time to time by the Board. The Board may appoint such agents and engage such employees as it shall deem necessary and such person shall have such authority and shall perform such duties as shall be prescribed by the Board at the time of the appointment. 31. The officers of the Society shall hold office for one year or until their successors are elected or appointed in their stead. Separate elections shall be held for each office to be filled. An election may be by acclamation, otherwise it shall be by ballot. If no successor is elected the person previously elected or appointed continues to hold office. 32. If a Director resigns his office or otherwise ceases to hold office, the remaining Directors shall appoint a member to take place of the former Director. 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. Part 7 - DUTIES OF DIRECTORS 33. The Directors of the Society shall be responsible for co-ordination of the work of the Society and for carrying out the policies and directives of the Society as determined by the Society’s general meeting. 34. The Board shall be responsible for ensuring that one member chairs meetings of the Society, for ensuring that funds of the Society are accounted for, and for ensuring that minutes of meetings of the Society are maintained. 35. In all cases of death, resignation, retirement or removal from office of an officer, all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Society shall be delivered to the Board. 36. The Board cannot authorize non-routine expenditures over $500.00 without authority from a general meeting of the membership. 37. The Directors may exercise all such powers of the Society as are not by The Societies Act of British Columbia or by the by-laws required to be exercised by the members at general meetings. The Directors shall have power to authorize expenditures on behalf of the Society and may delegate by resolution to an officer or officers of the Society the right to employ and pay salaries to the employees. The Directors shall have the power to make expenditures for the purpose of furthering the objects of the Society. 38. The Directors may authorize the payment of all expenses incurred in setting up and registering the Society and all other expenses incidental to the formation of the Society, of which it considers preliminary. 39. The Board may prescribe such rules and regulations not inconsistent with these by-laws relating to the management and operation of the Society as they deem expedient, provided that such rules and regulations shall have force and effect only until the next general meeting of the members of the Society when they shall be confirmed, and in default of confirmation at such general meeting of members shall at all times, and from that time, cease to have force and effect. 40. The Board may require such employees of officers to give security to the Society and to maintain same in such form, amount and consideration as they deemed satisfactory for keeping, accounting for and delivering and paying over moneys and securities for money or other assets of the Society which may come into its hands. 41. The Board shall take such steps as they deem requisite to enable the Society to receive donations and benefits for the purpose of furthering the objects of the Society. Part 8 - DUTIES OF PRESIDENT 42. The President shall be the chief executive officer of the Society. He shall preside as Chairman at all meetings of the Society and the Board of Directors. He shall have the general and active management of the business of the Society. 43. He shall see that orders and resolutions of the Board are carried into effect. He shall be a non-voting member of all committees. 44. He will prepare and submit to the members at the annual meeting a statement and report of the preceding year for its approval. 45. The President with the Secretary or other officer appointed by the Board for the purpose shall sign all by-laws and membership certificates. 46. During the absence or inability of the President, his duties and powers may be exercised by the Vice-President, and if the Vice-President, or such other Director as the Board may from time to time appoint for the purpose, exercises any such duty or power, the absence or inability of the President shall be presumed with reference thereto. Part 9 - DUTIES OF VICE-PRESIDENT 47. The Vice-President shall act in the absence or disability of the President and shall perform such other duties as shall from time to time be imposed upon him by the Board. 48. Should both the President and the Vice-President be absent or disabled, the performance of their powers and duties shall be delegated to a Chairman appointed by the Board. Part 10 - DUTIES OF SECRETARY 49. The Secretary shall be ex officio clerk of the Board of Directors. He shall attend all meetings of the Board and record all facts and minutes of all proceedings in the books kept for that purpose. 50. He shall give all notices required to be given to members and to Directors. He shall be the custodian of the seal of the Society and of all books, papers, records, correspondence, contracts and other documents belonging to the Society which he shall deliver up only when authorized by a resolution of the Board to do so and to such person or persons as may be named in the resolution, and he shall perform such other duties as may from time to time be determined by the Board. 51. The Secretary shall keep a record of all the members of the Society and their addresses, the date on which they became members, the date on which they ceased being members, the class of membership to which they belong, and shall send all notices of all the various meetings as required, and shall collect and receive the annual dues or assessments levied by the Society, such moneys to be promptly turned over to the Treasurer for deposit in a Bank, Trust Company, Credit Union or Treasury Branch as hereinafter required. 52. In the absence of the Secretary from a meeting, the Directors shall appoint another person to act as Secretary at the meeting. Part 11 - DUTIES OF TREASURER 53. The Treasurer, or person performing the usual duties of a Treasurer, shall keep full and accurate accounts of all receipts and disbursements of the Society in proper books of accounts and shall deposit all moneys or other valuable effects in the name and to the credit of the Society in a Bank, Trust Company, Credit Union or Treasury Branch as may from time to time be designated by the Board. 54. He shall be designated as one of the signing officers of the Society in any financial transaction. He shall disburse the funds of the Society under the direction of the Board, taking proper vouchers therefor and shall render to the Board at the regular meetings therefor or whenever required of him, an account of all his transactions as Treasurer, and of the financial position of the Society. 55. He shall prepare for submission to the Annual Meeting a statement duly audited as hereinafter set forth of the financial position of the Society and submit a copy of same to the Secretary for the records of the Society. He shall also perform such other duties as may from time to time be determined by the Board. 56. The office of the Secretary and Treasurer may be filled by one person if any annual meeting for the election of officers shall so decide. Part 12 - DUTIES OF OTHER OFFICERS 57. The duties of all other officers of the Society shall be such as the terms of their engagement call for or the Board requires of them. Part 13 - PROCEEDINGS AT MEETINGS OF THE BOARD OF DIRECTORS 58. A majority of the Directors shall form a quorum for the transaction of business. 59. Except as otherwise required by law, the Board of Directors may hold its meetings at such place or places as it may from time to time determine. No formal notice of any such meeting shall be necessary if all the Directors are present, or if those absent have signified their consent to the meeting being held in their absence. 60. Directors’meetings may be formally called by the President or Vice-President or by the Secretary on direction in writing of two Directors. 61. Notice of such meeting shall be delivered, telephoned or telegraphed to each Director not less than one day before the meeting is to take place or shall be mailed to each Director not less than two days before the meeting is to take place. 62. The statutory declaration of the Secretary or President that notice has been given pursuant to this by-law shall be sufficient and conclusive evidence of the giving of such notice. The Board may appoint a day or days in any month or months for regular meetings at an hour to be named and of such regular meeting no notice need be sent. 63. A Directors’meeting may also be held without notice, immediately following the annual meeting of the Society. The Directors may consider or transact any business either special or general at any meeting of the Board. Part 14 - ERRORS IN NOTICE : BOARD OF DIRECTORS 64. No error or omission in giving such notice for a meeting of Directors shall invalidate such meeting or invalidate or make void any proceedings taken or had at such meeting and any Director may at any time waive notice of any such meeting and may ratify and approve of any or all proceedings taken or had thereat. Part 15 - VOTING : BOARD OF DIRECTORS 65. Questions arising at any meeting of Directors shall be decided by a majority of votes. In case of an equality of votes, the Chairman, in addition to his original vote, shall have a second or casting vote. All votes at such meeting shall be taken by ballot if so demanded by any Director present, but if no demand be made, the vote shall be taken in the usual way by assent or dissent. 66. A declaration by the Chairman that a resolution has been carried and an entry to that effect in the minutes shall be admissible in evidence as prima facie proof of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. 67. In the absence of the President his duties may be performed by the Vice-President or such other Director as the Board may from time to time appoint for the purpose. Part 16 - REMUNERATION OF DIRECTORS 68. Unless authorized at any meeting and after notice for same shall have been given, no officer or member of the association shall receive any remuneration for his/her services. Part 17 - BOOKS AND RECORDS 69. The Directors shall see that all necessary books and records of the Society required by the by-laws of the Society or by any applicable statute or law are regularly and properly kept. 70. The books and records of the Society shall be open to the inspection by members at all reasonable times, upon reasonable notice at the office of the Society. No fee shall be charge to members who wish to inspect the list of members or other records. If members requests a copy of a record, a fee of nor more than 25 cents for every 100 words copied shall be charged for this service as per Section 31 of the Societies Act. Part 18 - SIGNATURE AND CERTIFICATION OF DOCUMENTS 71. Deeds, transfers, licenses, contracts and engagements on behalf of the Society shall be signed by either the President or Vice-President and by the Secretary. Contracts in the ordinary course of the Society’s operations may be entered into on behalf of the Society by the President, Vice-President, Treasurer or by any person authorized by the Board. 72. The Directors shall have power to appoint an officer or officers on behalf of the Society to sign contracts, documents, instruments in writing. 73. The terms “contracts, documents, or any instruments in writings” as used herein shall include deeds, mortgages, hypothecs, charges, conveyances, transfers and assignments of property real or personal, immovable or movable, agreements, releases, receipts and discharges for the payment of money or other obligations, conveyances, transfers and assignments of shares, stocks, bonds, debentures, or other securities and all paper writings. 74. The President, Vice-President, the Directors, Secretary or Treasurer, or any one of them, or any person or persons from time to time designated by the Board may transfer any and all shares, bonds or other securities from time to time standing in the name of the Society in its individual or any other capacity or as trustee or otherwise and may accept in the name of the Society transfers of shares, bonds or other securities from time to time transferred to the Society, and may make, execute and deliver any and all instruments in writing necessary or proper for such purposes, including the appointment of an attorney to make or accept transfers of shares, bonds or other securities on the books of any company or corporation. 75. The securities of the Society shall be deposited for safekeeping with one or more bankers, trust companies or other financial institutions to be selected by the Board. Any and all securities so deposited may be withdraw, from time to time, only upon the written order of the Society signed by such officer or officers, agent or agents of the Society, and in such manner, as shall from time to time be determined by resolution of the Board and such authority may be general or confined to specific instances. The institutions which may be so selected as custodians by the Board shall be fully protected in acting in accordance with the directions of the Board and shall in no event be liable for the due application of the securities so withdrawn from deposit or the proceeds thereof. 76. Notwithstanding any provisions to the contrary contained in the by-laws of the Society, the Board may at any time by resolution direct the manner in which, and the person or persons by whom, any particular instrument, contract or obligations of the Society may or shall be executed. Part 19 - PROCEEDINGS AT ANNUAL AND OTHER MEETINGS OF MEMBERS 77. The originating meeting shall be the first annual meeting. 78. The Society shall hold an annual meeting on or before May 31st in each year, of which notice in writing to the last known address of each member shall be delivered in the mail 30 days prior to the date of the meeting. 79. At every annual meeting, in addition to any other business that may be transacted, the report of the Directors, the financial statement and the report of the Auditors shall be presented and a Board of Directors elected and auditors appointed for the ensuing year and the remuneration of the Auditors shall be fixed. The elected Board shall consists of a President, Vice-President, Secretary, Treasurer, (or Secretary-Treasurer), and three Directors. The officers and Directors so elected shall form a Board, and shall serve until their successors are elected and installed. Any vacancy occurring during the year shall be filled at the next meeting, provided it is so stated in the notice calling such meeting. Any member in good standing shall be eligible to any office in the Society. 80. General meetings of the Society may be called at any time by the Secretary upon the instructions of the President or Board by notice in writing to the last known address of each member, delivered in the mail eight days prior to the date of such meeting. A special meeting shall be called by the President or Secretary upon receipt by him of a petition signed by one-third of the members in good standing, setting the reasons for calling such meeting, which shall be by letter to the last known address of each member, delivered in the mail eight days prior to the meeting. 81. The Board of Directors or one-third of the members of the Society may requisition the Directors to call a general meeting of the Society for any of the purposes stated in the requisition. It shall be the responsibility of the Board to ensure that 8 days notice of such meetings shall be given to every member of the Society. 82. Every notice of the general meeting shall state the nature and the business of the meeting. 83. Questions arising at any meeting of the Society shall be decided by a majority of votes. In case of an equality of votes, the Chairman shall call a second vote. In the event the second vote results in an equality of votes the resolution shall be lost. 84. The quorum for transaction of business at any general meeting of the Society shall be a majority of the number of members. 85. Any member who has not withdrawn from membership nor has been suspended shall have the right to vote at any meeting of the Society. 86. Each member of the Society may vote by proxy; such proxy need not himself be a member but before voting shall produce and deposit with the Secretary sufficient appointment in writing from his constituent or constituents. No member shall be entitled either in person or by proxy to vote at meetings of the Society unless he has paid all dues or fees, if any, then payable by him. 87. A corporate member voting by proxy may vote by its authorized representative, who is entitled to speak and vote, and in all other respects exercise the rights of a member, and that representative shall be reckoned as a member for all purposes with respect to a meeting of the Society. 88. The rules of procedure at general meetings of the Society shall be determined at the first general meeting and may be amended by ordinary resolution. 89. No public notice nor advertisement of members’meetings annual or general, shall be required. 90. Special business is: a) all business at an extraordinary 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;91. 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. 92. 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. 93. 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, 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. 94. Subject to by-law 95, the President of the Society, the Vice-President or in the absence of both, one of the other Directors present, shall preside as Chairman of a general meeting. 95. If at a general meeting there is no President, Vice-President or other Director present within 15 minutes after the time appointed for holding the meeting; or the President and all the other Directors present are unwilling to act as Chairman, the members present shall choose one of their members to be Chairman. 96. 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 from which the adjournment took place. 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. Except as provided in this by-law, it is not necessary to give notice of an adjournment or of the business to be transacted at an adjourned general meeting. 97. No resolution proposed at a meeting need be seconded and the Chairman of a meeting may move or propose a resolution. 98. In case of an equality of votes the Chairman shall have a casting or second vote in addition to the vote to which he may be entitled as a member and the proposed resolution shall pass. 99. Voting is by show of hands. Upon a show of hands, every member having voting rights shall have one vote, and unless a poll be demanded a declaration by the Chairman that a resolution has been carried or not carried and an entry to that effect in the minutes of the Society shall be admissible in evidence as prima facie proof of the fact without proof of the number or proportion of the votes accorded in favour of or against such resolution. The demand for a poll may be withdraw, but if a poll be demanded and not withdraw the question shall be decided by a majority of votes given by the members present in person or by proxy, and such poll shall be taken in such manner as the Chairman shall direct and the result of such poll shall be deemed the decision of the Society in general meeting upon the matter in question. 100. In case of an equality of votes at any general meeting, whether upon a show of hands or at a poll, the Chairman shall be entitled to a second or casting vote. Part 20 - FINANCIAL YEAR 101. Unless otherwise ordered by the Board, the fiscal year of the Society shall terminate on the March 31st in each year. Part 21 - BORROWING 102. For the purpose of carrying out its objects, the Society may borrow or raise or secure the payment of money in such manner as it thinks fit, and in particular by the issue of debentures, but this power shall be exercised only under the authority of the Society, and in no case shall debentures be issued without the sanction of a special resolution of the Society. 103. The Directors may from time to time a) borrow money on the credit of the Society;104. From time to time the Directors may authorize any Director, officer or employee of the Society or any other person to make arrangements with reference to the moneys borrowed or to be borrowed as aforesaid and as to the terms and conditions of the loan thereof, and as to the securities to be given thereof, with power to vary or modify such arrangements, terms and conditions and to give such additional securities for any moneys borrowed or remaining due by the Society as the Directors may authorize, and generally to manage, transact and settle the borrowing of money by the Society. 105. The Directors may authorize a Director or Directors, officer or officers, employee or employees of the Society or other person or persons whether connected with the Society or not, to sign, execute, and give on behalf of the Society, all documents, agreements, and promises necessary or desirable for the purpose aforesaid and to draw, make and accept, endorse, execute and issue cheques, promissory notes, bills of exchange, bills of lading and other negotiable or transferable instruments in the name and all renewable thereof, or substitutions therefore, if so signed shall be binding upon the Society. 106. The powers hereby conferred shall be deemed to be supplement of, not substitution for, any power to borrow money for the purposes of the Society, possessed by its Directors or officers independently of by-laws 104 and 105. 107. 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 22 - AUDITORS 108. The books, accounts and records of the Secretary and Treasurer shall be audited at least once each year by a duly qualified accountant or by two members of the Society elected for that purpose at the Annual Meeting. A complete and proper statement of the standing of the books for the previous year shall be submitted by such Auditor at the Annual Meeting of the Society. The fiscal year of the Society in each year shall be March 31st. 109. The books and records of the Society may be inspected by any member of the Society at the Annual meeting provided for herein or at anytime upon giving reasonable notice and arranging a time satisfactory to the officer or officers having charge of same. Each member of the Board shall at all times have access to such books and records. 110. The first Auditor shall be appointed by the Directors who shall also fill all vacancies occurring in the office of the Auditor. 111. 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. 112. An Auditor may be removed by ordinary resolution. 113. An Auditor shall be promptly informed in writing of appointment or removal. Part 23 - SEAL 114. The seal of the Society has not yet been purchased. The Directors may provide a common seal for the Society and may destroy a seal and substitute a new seal in its place. 115. 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 24 - IDEMNITIES TO DIRECTORS AND OTHERS 116. Every Director or officer of the Society or other person who has undertaken or is about to undertake any liability on behalf of the Society and their heirs, executors, administrators and estate, respectively, shall at all times, be indemnified and saved harmless, out of the funds of the Society from and against: a) All costs, charges, and expenses whatsoever which such Director, officer or other person sustains or incurs in or about any action, suit or proceedings which is brought or prosecuted against him for, or in respect of any act, deed, matter or thing whatsoever made, done or permitted by him in or about the execution of the duties of his office except by his own willful neglect. Part 25 - WINDING UP 117. It is the unalterable provision of this by-law that members of this Society shall have no interest in the property and assets of the Society; and that upon dissolution or winding up of the Society, any funds and assets of the Society remaining after satisfaction of its debts and liabilities, shall be distributed to a recognized Charitable Organization in the area whose objects most closely accord with those of this Society as determined by its members at dissolution. Part 26 - BY-LAWS 118. The By-Laws may be rescinded or altered or added by a Special Resolution. The special resolution must be dated and verified by a person authorized by the Society. 119. Notice to amend any by-laws or introduce a new one shall be given in writing at a meeting of the Society prior to the meeting or circulated to the members of the Society present at any general meeting. 120. A change in the by-laws shall come into effect after the special resolution has been registered at the Corporate Registry. Part 27 - ALTERATION OF OBJECTS 121. The Society may add or remove some of its objects if the members pass a special resolution to do so. The alteration to the objects does not take effect until the special resolution, which must dated and verified by an authorized person of the Society, is registered at Corporate Registry. Part 28 - ARBITRATION 122. Disputes shall be settled by arbitration. Unless new by-laws provide otherwise, the arbitration shall be regulated by the Arbitration Act. Part 29 - BRANCH SOCIETIES 123. The Society may establish branches and shall send a notice to Corporate Registry setting out: a) the date on which the branch society was authorized124. The Society shall notify Corporate Registry when a branch ceases to exist. Part 30 - FINES 125. Any member who contravenes Society by-laws shall be fined not more than $5.00. DATED this ______________________day of ______________________________20_______ NAME(SIGNATURE) PLEASE PRINT NAME BELOW SIGNATURE COMPLETE ADDRESS 1.________________________________________________________________________________________
2.________________________________________________________________________________________
3.________________________________________________________________________________________
4.________________________________________________________________________________________
5.________________________________________________________________________________________
WITNESS: NAME(SIGNATURE) COMPLETE ADDRESS ________________________________________________________________________________________
Explanation of the four interacting circles The following four interacting circles diagram is a representation of The Global Community.  
The four interacting circles are quality systems. They are used because together they form a neat geometric expression about a complicated intellectual concept. They represent interactions. These interactions occur between the systems and within each individual system. Here same-size circles represent mathematical local/global indicators that have been developed for assessing and measuring sustainable development within four realities in local/global life. The Scale of Human and Earth Right is used within the mathematical model (see GCAC files for complete description of the model) reflects the importance of each quality system in ensuring a sound future for Earth. People need a healthy environment and resources for industry. Businesses cannot thrive without people or resources. Economic stability depends on people, resources, and good businesses. And all of the above cannot exist without environment. The four interacting circles are a simplistic expression of our need for one another, our interaction, the thoughtless damage we can cause. We are worlds within worlds orbiting in and through each other’s space. This interaction can be planned and executed in a caring, considerate manner so that all may exist and not destroy the other. The Global Community Assessment Centre (GCAC) measures, evaluates, and integrates the interactions and present results to Earth Community. GCAC offers a method based on fundamental principles, a sound science, and results are used to propose policies for management of global changes. |