Club Constitution

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see the 1996 version in its entirety below:

SOCIETY ACT

Constitution of the Mid-Island Castaways Fly Fishing Club

1. The name of the Society is: Mid-Island Castaways Fly Fishing Club.

2. The purposes of the Society are:

(a) To practice and promote the sport of fishing with artificial flies.

(b) To practice and promote research, conservation and enhancement of all sport fish in British Columbia.

(c) To support and encourage the preservation and enhancement of lakes, streams and oceans in British Columbia and access thereto, for the practice of fishing with artificial flies.

(d) To encourage fellowship, ethics and sportsmanship amongst anglers.

3. 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 purposes. This clause is unalterable.

4. Article 3 of this Constitution, shall not be interpreted so as to prohibit refunding reasonable out of pocket expenses incurred by Members on authorized activities directly related to the purposes of the club. This clause is unalterable.

5. In the event of winding up or dissolution of the Society, funds and assets of the Society remaining after the satisfaction of its debts and liabilities, shall be given or transferred to such organization or organizations concerned with the same purposes as the Society, as may be determined by the Members of the Society at the time of its winding up or dissolution, and if effect can not be given to the aforesaid provisions, then such funds shall be given to some other organization or organizations, provided that such organizations shall be charitable organizations, charitable corporations or charitable trusts recognized by the Department of National Revenue of Canada as being qualified as such under the provisions of the Income Tax Act of Canada from time to time in effect. This clause is unalterable.

SOCIETY ACT

Bylaws of the Mid-Island Castaways Fly Fishing Club

Part I – Interpretation.

(1)Nothing in these bylaws shall be so interpreted as to be in conflict with the Society Act, Province of British Columbia.

(2)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.

(d) “proxy” means a person, not necessarily a club Member, appointed in writing to attend meetings and vote in a Member’s behalf on matters specified.

(e) “Society” means the Mid-Island Castaways Fly Fishing Club

(f) “Member” means a person who becomes a Member in good standing and remains so under these bylaws.

1.2 The definitions of the Society Act on the date these bylaws become effective apply to these bylaws.

1.3 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.

2.1 Membership is open to all persons regardless of Race, Colour or Creed who are prepared to accept and practice the ethics implied in the Society’s Constitution and Bylaws.

2.2 There shall be seven classes of membership as follows:

(a) “Ordinary” all Members other than Honorary, Life, Associate, Corporate or Junior. They shall pay dues and may vote at all legally constituted meetings and may be elected to any office within the Society.

(b) “Junior” restricted to persons between the ages of 15 and 17 with conversion to Ordinary membership following their 18th birthday. They pay nominal dues and may not vote or hold office but are otherwise entitled to all rights and benefits of Ordinary membership.

(c) “Life” restricted to Ordinary Members who receive this designation as an award in recognition of outstanding service or support to the Society over a period of years, or on the basis of a significant one time event. The recipient shall continue to enjoy all the rights and privileges of an Ordinary Member, but need no longer pay dues, although he may elect to do so.

(d) “Honorary” such Members may be appointed by a resolution passed by the Members based on a recommendation of the Board. They pay no dues and may not vote or hold office, but otherwise may enjoy all the privileges of an Ordinary Member.

(e) “Associate” offered at the discretion of the Directors to persons living outside Vancouver Island or otherwise unable to attend meetings. They will pay dues at 50% of the Ordinary membership rate and shall be entitled to receive regular mailings, attend meetings but not to vote at meetings.

(f) “Corporate” offered to companies wishing to provide support to the Club or any of its activities or projects. The company may nominate a representative who will be an Ordinary member with full rights.

(g) “Family” may include the spouse and/or dependent children aged 15 and over, of an ordinary member. Voting at meetings will be restricted to the designated ordinary member and there will be only one mailing to the family. Otherwise all will be entitled to the rights and benefits of ordinary membership.

2.3 All applicants for membership must:

(a) Apply in writing on the prescribed form which will include a clause requiring compliance with the intent of the constitution and bylaws.

(b) Have attended three general meetings within a period of 12 months.

(c) Be recommended by two Members in good standing.

(d) Be approved by a vote of 75% of those present at a general meeting.

Or, alternatively, be accepted without a vote, if no objections are heard after publication of the applicant’s name two times in the society’s news letter.

(e) Have made payment in fill of initiation and membership fees.

(f) The Ordinary membership of the Society shall not exceed 75 in number.

2.4 A person ceases to be a Member, and ceases to be a Member in good standing of the club:

(a) On delivering his resignation in writing to the Secretary or any other Director of the Society.

(b) On his death.

(c) On non payment of annual dues for more than 60 days.

(d) On being expelled for good cause.

2.5 Expulsion.

(a) Based on a recommendation of the Board, a Member may be expelled by a special resolution passed by the Members at a general meeting, provided that the notice of meeting specifies that such a matter is to be placed before the Members.

(b) The person who is the subject of the proposed resolution shall be given an opportunity to be heard and or represented before the Board while it is investigating the matter, and again at the general meeting before the resolution is put to a vote which shall be by ballot A 75% majority vote only is required, and no return of dues shall be made if the resolution is accepted.

(c) Matters which could form the basis for expulsion include, but not exclusively:

(1) Moral turpitude.

(2) Conviction under the Fisheries or Wildlife Acts.

(3) Conduct which in itself would tend to bring discredit to the Society and its reputation.

2.6 Re-instatement

(a) Persons whose membership was ceased for non payment of dues may be re-instated by paying all outstanding debts to the Society, plus an administrative fee of $10.00

(b) Persons expelled for cause may apply for re-instatement, after a period of not less than 12 months, to the Board who shall consider the matter and may offer a resolution to the membership at a general meeting for consideration and vote. The notice required in Bylaw 2.5 (a) applies and a 2/3 majority vote by those present is required.

2.7 Annual membership Dues.

The dollar value for each membership category shall be established by resolution passed at the November or December General Meeting and will be in effect for the following calendar year.

Part 3 Meetings of Members.

3.1 General meetings of the Society shall be held at the time and place, in accordance with the Society Act, that the Directors decide. 3.2 Every general meeting, other than the Annual General Meeting, is an extraordinary general meeting.

3.3 The Directors may, when they think fit, convene an extraordinary general meeting,

3.4 (1) Notice of a general meeting shall specify the place, day and hour of meeting, and, in case of special business, the general nature of the business. (2) The accidental omission to give notice of a meeting to, or the non receipt of a notice by, any of the Members entitled to receive notice does not invalidate proceedings at that meeting.

3.5 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 the holding of the last preceding annual general meeting.

Part 4 Proceedings at General Meetings.

4.1 Special Business Is:

(1) All business transacted at an annual general meeting, except:

(a) The adoption of rules of order.

(b) The consideration of the financial statements.

(c) The report of the Directors.

(d) The report of the Auditor, if any.

(e) The election of Directors.

(f) The appointment of the Auditor, if required.

(g) The other business, that under theses bylaws, ought to be transacted at an annual general meeting, or business which is brought under consideration by the report of the Directors issued with the notice convening the meeting

4.2 (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 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.

(3) A quorum is 10 Members present in person or by proxy.

4.3 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.

4.4 Subject to bylaw 4.5, 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.

4.5 If at a general meeting

(1) there is no President, v Ice-President or other Director present within 15 minutes after the time appointed for holding the meeting; or

(2) the President and all the other Directors present are unwilling to act as Chairman, the Members present shall choose one of their number to be Chairman.

4.6 (1) 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.

(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 of the business to be transacted at an adjourned general meeting.

4.7 (1) Any resolution proposed at a meeting must be seconded and the Chairman of a meeting may move or propose a resolution.

(2) In the case of an 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 proposed resolution shall not pass.

4.8 (1) A Member in good standing present at a meeting of Members is entitled to one vote.

(2) Voting is by show of hands.

(3) Voting by proxy is permitted, provided the proxy is in writing and refers only to one meeting

4.9 A Corporate Member 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.

Part 5 – Directors and Officers.

5.1 (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 by statute or otherwise lawfully directed or required to be exercised or done by the Society in general meeting, but subject, nevertheless, to:

(a) all laws affecting the Society.

(b) these bylaws.

(c) rules not being 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.

5.2 (1) The President, Vice-President, Secretary, Treasurer and one or more other persons shall be the Directors of the Society.

(2) The number of the Directors shall be 5 or a greater number determined from time to time at a general meeting. (The number determined by resolution at the Annual General Meeting in February of 1996 was 8 Directors)

5.3 (1) The Directors shall retire from office at each annual general meeting when their successors shall be elected.

(2) Length of service on the Board in the President or Vice-President offices shall be restricted to two years in either position. Other Directors may serve an indeterminate period.

(3) Separate elections shall be held for each office to be filled.

(4) The offices within the Board shall be President, Vice-President, Secretary and Treasurer.

(5) An election may be by acclamation, otherwise it shall be by ballot.

(6) If no successor is elected, the person previously elected or appointed continues to hold office.

(7) Vacancies occurring in any officer position, shall be filled from among the current Directors for the remaining portion of the term without prejudice to re-election.

(8) If any member of the Board of Directors shall resign his office, or without reasonable excuse absent himself from three or more Directors meetings, or be suspended or expelled from the Society, the Directors shall hold his office vacated and may appoint a successor in his place to hold office until the next annual general meeting.

5.4 (1) The Directors may at any time and from time to time appoint a Member as a Director to fill 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 reelection at the next annual general meeting.

5.5 (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 is invalid only by reason of there being less than the prescribed number of Directors in office.

5.6 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.

5.7 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.

5.8 No member of the Board shall be personally liable for any act done in good faith while carrying out his duties as a member of the Board.

5.9 Nominating Committee

(1) Two months prior to elections at the Annual General Meeting, the Board shall appoint a nominating committee of two members who will not themselves be seeking office. It will be the duty of this committee to;

(a) Contact all serving Directors to determine if they intend to let their names stand for re-election and to determine which vacancy or office.

(b) Seek out other members who are prepared to stand for office and determine which position they seek.

(c) Determine whether all positions will be covered by nominations.

(d) Advise the Board of the status 14 days prior to the date of the elections.

(el Act as Polling Officer and scnttineer to conduct elections during the Annual General Meeting.

Part 6 – Proceedings of Directors

6.1 (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 tit

(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 if at a meeting the President is not present within 15 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.

(4) A Director may at any time, and the Secretary, on the request of a Director, shall, convene a meeting of the Directors.

6.2 (1) The Directors may delegate any, but not all, of their powers to committees consisting of the Director or Directors as they see 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 next after it has been done.

6.3 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.

6.4 The Members of a committee may meet and adjourn as they see fit

6.5 For a first meeting of Directors held immediately following the appointment or election of a

Director or Directors at an annual or other general meeting of Members, or for a meeting of the Directors 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 or the Directors is present

6.6 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 of the Society 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.

6.7 (1) The questions arising at a meeting of the Directors and committee of Directors shall be decided by a majority of votes. (2) In the case of the equality of votes the Chairman does not have a second or casting vote.

6.8 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.

6.9 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 7 – Duties of Officers

7.1 (1) The President shall preside at all meetings of the Society and 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.

7.2 The Vice-President shall carry out the duties of the President during his absence.

7.3 The Secretary shall

(a) conduct the correspondence of the Society,

(b) issue notices of 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, if any; and

(f) maintain the register of Members.

7.4 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.

7.5 (1) The offices of Secretary and Treasurer may be held by one person who shall be known as 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 5.2 (2).

7.6 In the absence of the Secretary from a meeting, the Directors shall appoint another person to act as the Secretary at the meeting.

Part 8 – The Seal

8.1 The Directors may provide a common seal for the Society and may destroy a seal and substitute a new seal in its place.

8.2 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 9 – Borrowing

9.1 In order to carry out the purposes of the Society the Directors may, on behalf of and in the name of the Society, raise or secure the payment or

9.2 No debenture shall be issued without the sanction of a special resolution.

9.3 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 10 – Auditor

10.1 This part applies only where the Society is required or has resolved to have an Auditor.

10.2 The first Auditor shall be appointed by the Directors who shall also fill all vacancies occurring in the office of Auditor.

10.3 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.

10.4 An Auditor may be removed by Ordinary resolution.

10.5 An Auditor shall be promptly informed in writing of appointment or removal.

10.6 No Director and no employee of the Society shall be the Auditor.

10.7 The Auditor may attend General meetings.

Part 11 – Notices to Members

11.1 A notice may be given to a Member, either personally or by mail to him at his registered address.

11.2 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.

11.3 (1) Notice of a general meeting shall be given to

(a) every Member shown on the register of Members on the day notice is given; and

(b) the Auditor, if Part 10 applies.

(2) No other person is entitled to receive a notice of general meeting.

Part 12 – Bylaws

12.1 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.

12.2 These bylaws shall not be altered or added to

except by special resolution. Dated this 1st day of October, 1996.

Applicants for incorporation

Full Name Ian Lorimer Beveridge
Resident address 802 Lakes Blvd. Parksville, BC, V9P 2P8

Full name James Douglas Chenoweth Craig
Resident address 665 Forsyth Ave., Parksville, BC, V9P 1G6

Full name David Geoffrey Harris
Resident address 1282 Fair Rd., Parksville, BC, V9P 2C7

Full name John Alan Pehowich,
Resident address 250 East Crescent, Qualicum Beach, BC, V9K 215

Full name Timothy Nolan Tullis
Resident address #49 – 200 North Cornfield, Parksville, V9P 2S5

Witnesses

Full Name Thomas Raymond Dowling
Resident address 1242 Sunrise, French Creek, BC, V9P 1W7

Full Name John Thomas Norsworthy Minton
Resident Address 1059 Eaglecrest Drive, Qualicum Beach, BC, V9K 1E9

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