Constitution & Bylaws
Name
- The name of the Society is the Kamloops Flyfishers Association.
Objectives
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The objectives of the Society are;
- To practice, to further and to promote flyfishing.
- To further fish propagation, research and conservation.
- To support and encourage the assignment of lake and stream waters to the practice of flyfishing.
- The operations of the Society are to be carried on chiefly in and about the district of Kamloops, in the county of Yale, Province of British Columbia.
Bylaws Interpretation
“Society” shall mean the Kamloops Flyfishers Association.
In all by-laws of the Society of singular shall include the plural and plural the singular, the word person shall include corporations and societies and masculine shall include feminine.
Article I Membership
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There shall be five classes of membership in the Society:
- Honorary Life Members
- Regular Members
- Spousal Members
- Junior Members
- Corporate Members.
- All members must be willing to abide by the constitution and bylaws of the Society to maintain an active membership.
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Honorary Life Members Shall:
- Be recommended by the Directors, and
- Be elected to Honorary Life Membership by a positive vote of the majority of the regular members in good standing at any regular meeting of the Society; and
- Be elected for their lifetime unless their membership is revoked by a majority of the Directors ; and
- Be entitled to free membership; and
- Be entitled to one vote per member at all meetings of members except at Directors meetings; and
- Be entitled to any privileges given to a regular member except equal distribution of the property of the Society on dissolution.
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Regular Membership shall:
- Be persons of the age of majority in the Province of B. C. or older, and who are willing to promote the objectives of the Society; and
- Be admitted as regular members either during or after their third Society function during a twelve month period; and
- Be required to attend a minimum of twenty five percent (25%) of the Society gatherings during a calendar year; and
- Be required to pay dues equally at a rate to be determined by the Directors of the Society on an annual basis; and
- Be entitled to notice of and attend all regular meetings of the Society; and
- Be entitled to such publications awards and chattels of the Society as the Directors deem appropriate; and
- Be entitled to one vote per member at any regular meeting of the Society; and
- Be entitled to participate equally in any distribution of the property of the Society upon dissolution.
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Spousal Members Shall;
- Be persons of the age of majority in the Province of B. C. or older, and who are willing to promote the objectives of the Society; and
- Be admitted as regular members either during or after their third Society function during a twelve month period; and
- Be required to attend a minimum of twenty five percent (25%) of the Society gatherings during a calendar year; and
- Be required to pay dues equally at a rate to be determined by the Directors of the Society on an annual basis. These dues will not exceed one half the regular members’ dues; and
- Be entitled to notice of and attend all regular meetings of the Society; and
- Be entitled to such awards as the Directors deem appropriate; and
- Be entitled to one vote per member at any regular meeting of the Society; and
- Be exempted from any distribution of the property of the Society upon dissolution.
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Junior Member Shall;
- Be persons below the age of majority in the province of B. C., and who are willing to promote the objectives of the Society; and
- Be admitted as junior members either during or after their third Society function during a twelve month period;
- Be required to attend a minimum of twenty five percent (25%) of the Society gatherings during a calendar year; and
- Be required to pay dues equally at a rate to be determined by the Directors of the Society on an annual basis. These dues will not exceed one half the regular members’ dues; and
- Be entitled to notice of and attend all regular meetings of the Society; and
- Be entitled to such awards as the Directors deem appropriate; and
- Be entitled to one vote per member at any regular meeting of the Society; and
- Be exempted from any distribution of the property of the Society upon dissolution.
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Corporate Membership Shall;
- Be any corporation paying such fees, dues or contributions as specified from time to time by the Directors; and
- Be willing to promote the objectives of the Society; and
- Be recommended by the Directors; and
- Be elected to corporate membership by a positive vote by a majority of the regular members in good standing at any regular meeting of the Society; and
- Be entitled to any publication issued the Society ; and
- Be entitled to use the Societies name in advertising provide the use is agreed to in advance by the Directors; and
- Be exempted from voting on items of business at any regular meeting of the Society except as determined in advance by the Directors; and
- Be exempted from any distribution from any distribution of the property of the Society on dissolution; and
- May be removed from membership for cause provided reasons are advanced in writing to the Directors, the Directors given an opportunity to the member to be heard, and vote in the majority to remove the membership. The member then has the opportunity to appeal the decision of the Directors to the membership and must be given the opportunity at the next general meeting of the membership.
- Members shall be considered in good standing when their current annual dues have been paid.
- The annual membership shall be from January one to December thirty one.
- Annual membership dues are payable by the 25th day of March of the current year and failure to pay by that date shall automatically cancel membership. A membership so cancelled may be reinstated upon payment of all unpaid fee’s including the payment of a reinstatement fee to be determined by the Directors.
- The Treasurer of the Society shall notify the members of the fee’s payable by them and if they are not paid within thirty days of the second notice thereof the members shall be in default and shall automatically cease to be a member of the Society.
- Any member who wishes to withdraw from membership in the Society may notify the board of Directors in writing to that effect and upon receipt by the board of Directors of such notice the member shall cease to be a member. A member shall remain liable for payment of any assessment or other sum levied or which become payable by him to the Society prior to the acceptance of his resignation.
- After at least one written warning, the Directors shall have the power, by a vote of three fourths of those present at a duly announced meeting of the Directors, to expel or suspend any member whose conduct shall have been determined by the Directors to be improper, unbecoming or likely to endanger the interests or the reputation of the Society, or who willfully commits a breach of the constitution or bylaws of the Society. One month’s written notice must be given to any member of the intention of the Directors to consider his suspension or expulsion and he shall have the right to appeal the decision of the Directors by directly meeting with them with in thirty (30) days. There shall be no further appeal of the decision of the Directors.
Article III – Obligations of Members.
Every members shall be bound by and submit to the Constitution and by-laws of the Society and such rules and regulations as from time to time enacted by the Directors or by the members of the Society.
Article IV –
- The annual general meeting of the Society shall be held during the month of November in each year in Kamloops, B. C. on a fixed by the Board of Directors and seven (7) days’ notice of such meeting shall be mailed or handed to all members by the Secretary of the Society.
- Twelve (12) members in good standing of the Society present in person or by written proxy shall form a quorum for any duly announced regular meeting.
- The President of the Society shall preside over all meetings as chairman. In the absence of the President the Vice President shall preside as Chairman and the right to preside shall then pass to Treasurer and then to the Secretary. In the absence of the said officers the majority of the members present shall elect a chairman.
- Upon seven (7) days’ notice by the Secretary to all members of the Society at the request of the President, Vice President or any ten members in good standing other than the President, a regular meeting of the Society may be held.
- Notices for any meeting of the Society shall designate the place, date and time and general purpose of the meeting.
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At the Annual General Meeting of the Society the order of business shall be as follows:
- Call to order.
- Minutes of the last meeting.
- Business arising out of the minutes.
- Treasures report.
- Correspondence.
- Election of Officers.
- General business and matters of the Society.
- New Business.
- Adjournment.
- At any meeting of the Society a resolution put to a vote of the meeting shall be decided on by a show of hands, unless any two persons entitled to vote thereon request a secret ballot. A declaration by the Chairman that such a vote has been carried or defeated and an entry to that effect in the minute book of the Society shall be conclusive evidence thereof.
- If a secret ballot has been requested in pursuant to bylaw IV 7 it shall be taken in a manner such as the chairman may direct.
- Any member entitled to vote on any resolution may vote by written proxy.
- Any resolution passed by a two thirds (2/3) majority of the members entitled to vote and who are present in person or by proxy at a general meeting of which notice specifying the intention to propose the resolution as an Extra Ordinary Resolution has been given, shall be known as an “extra-Ordinary R3esolution: and a copy of such resolution shall be filed, in duplicate with the registrar of companies for the Province of B. c. by the Secretary of the Society and the Secretary shall receive from the Registrar a certified copy of such resolution to be placed in the minute book of the Society.
- No business of the Society shall be transacted at any meeting of the Society unless a Quorum of members is present in person or by written proxy at the time when the meeting proceeds to business. The Chairman may with the consent of the majority of the members present at any meeting adjourn the meeting from time to tome and from place to place.
- Notwithstanding the bylaws of the Society relating to resolutions by the regular members or Directors, a resolution in writing signed by all members, or by all the Directors shall be as valid and as effectual as it had been passed at a meeting of the members or Directors respectively called and constituted and such resolution shall be reported to an entered in the Minutes of the next or subsequent meeting of the members or Directors as the case may be.
- In all matters not specifically covered by the provisions of these bylaws Roberts Rules of Order shall govern all proceedings of the Society.
Article V – Directors.
- The affairs of the Society shall be managed by a board of Directors consisting of the President, Vice-President, Treasurer, Secretary and not more than seven (7) other members known as Directors at Large.
- Each Director at the time of his election and throughout his term of office shall be a member in good standing of the Society. Each Director shall be elected to hold office until the first annual general meeting after he shall be elected or until a successor has been duly elected and qualified. No member shall be eligible for election to the Board of Directors for more than five (5) consecutive years. No member shall be eligible for election as President or Vice President for more than two (2) consecutive years. No member shall be eligible for election as a director at for more than three (3) years.
- The Board of Directors shall be retired at each Annual General Meeting but shall be eligible for re-election if otherwise qualified. The election of Directors shall be by secret ballot.
- The members of the Society may, by a least two thirds (2/3) of the votes cast at a general meeting of which notice specifying the intention to pass such a resolution has been given, remove any Director before expiration of his term of office and may by majority of votes cast at the meeting, elect any person in his stead for the remainder of his term.
- The Directors may after at least one written warning, remove any director form office and appoint another member in his stead. Said action must include notification of intent, due announcement of said meeting and passage by two thirds (2/3) majority of the Directors present in person or by proxy.
- The Directors of the Society may administer the affairs of the Society in all things and make or cause to be made for the Society in its name, any kind of contract which the Society may lawfully enter into and save as herein provided, generally may exercise all such other powers and do all such other acts and things as the Society by its constitution or otherwise authorized to exercise and do.
- Vacancies on the Board of Directors, however caused, may so long as a quorum of Directors remains in office, be filled by the Directors from among the qualified members of the Society, if they see fit to do so, otherwise such vacancy shall be filled at the next annual general meeting of the members at which the Directors for the coming year are elected. If at any time there is not quorum of Directors remaining, the remaining Directors shall forthwith call a meeting of members to fill the vacancies.
- If any member of the Board of Directors shall resign his office, or without reasonable excuse absent himself from three (3) 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.
- A majority of the Directors elected in a given year shall form a quorum for the transaction of business. Meetings of the Directors may be held at such place or places in the Province of B. C. as the Directors from time to time determine. No formal notice of any such meeting shall be necessary if all the Directors are present or those absent have signified their consent to the meeting being held in their absence. Director’s meetings may be formally called by the President, Vice President or by the Secretary on the direction of the President or Vice President or by the Secretary on the direction in writing of two (2) Directors.
- Questions arising at any meeting of the Directors shall be decided upon by a show of hands unless any two Directors request a secret ballot. A declaration by the chairman that such a resolution was carried or defeated and an entry to that effect in the Minute Book of the Society shall be conclusive evidence of the fact thereof.
- The President of the Society and in his absence the Vice President shall preside as chairman at all meetings of the Directors of the Society. In the absence of the President or Vice President the majority of Directors present may elect a chairman. Each Director except the Chairman shall have one vote on any resolution put before a meeting of the Directors and in the case of an equality of votes the Chairman shall have the deciding vote.
- A resolution in writing signed by all Directors personally shall be as valid and effectual as it had been passed at a meeting of the Directors duly called and constituted.
Article VI Powers and Duties of the Board of Directors.
- The President shall preside at all meetings of the Society and of the Directors and shall have the powers and duties pertaining generally to his office.
- The Vice President shall in the absence of the President, possess all the powers and perform all of the duties of the President.
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The Secretary shall keep the records of all the meetings of the Society and of the Directors. He shall file with the Register of Companies for the Province of B. C. an annual statement of the Society and such further particulars as may be required by statute or the registrar. He shall keep a record of the members of the Society and shall enter therein the names of the subscribers to the Constitution and the By-laws of the Society and the name of every other person who is admitted as a member of the Society, together with the following particulars;
- The full name, address and occupation of every such subscriber and person;
- The date of which each person is admitted as a members;
- The date on which any person ceased to be a members;
- Whether the member is a voting or nonvoting member.
He shall, in addition have such powers and duties as pertain generally to his office.
- The Treasurer shall collect and have custody of all moneys due to the Society and pay all bills of the Society. He shall present an annual statement of the affairs of the Society to the members at each annual general meeting of the Society which statement shall include a balance sheet containing general particulars of the liabilities and the assets of the Society and a statement of its income and expenditures reported on by the auditors of the Society. In addition he will have the powers and duties pertaining generally to this office.
- Committees and Sub Committees may be created by the Board of Directors from time to time for such continuing or special tasks as circumstances warrant and the Board of Directors deem necessary and advisable. Any person willing and in the opinion of the Directors suitable to act on any such committee or subcommittee may be instructed to do so by the Directors. Each committee or subcommittee shall be subject to the control of the Board of Directors and shall conform to any regulations that may from time to time be imposed upon it by the Board of Directors. The Directors may at any time dissolve any such committee or subcommittee or terminate any or all appointments thereto.
- All Directors and Senior Officers must be conversant with the terms of the Constitution and By-laws of the Society.
Article VII Borrowing Powers
For the purpose of carrying out its objectives, the Society may borrow or raise or secure the payment of money in such a manner as it thinks fit and in particularly by issue of debentures but such powers may only be exercised upon resolution by the Board of Directors sanctioned by an extra ordinary resolution of the Society.
Article VIII Accounts.
- The financial year of the Society shall end on 31st day of October in each year.
- The members shall at each annual general meeting appoint an auditor or auditors to hold office until the next Annual General Meeting unless previously removed by a resolution in which case the members shall, at the time when the resolution was passed appoint another auditor. If the appointment of auditors is not made at an annual general meeting, or if the annual general meeting is not held, the Directors may appoint an auditor of the Society for the current fiscal year and fix the remuneration to be paid by him by the Society for his services. Save as aforesaid the remuneration of the auditors of the Society shall be fixed by resolution of its members, or , if the members resolve its Directors.
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The auditors shall make a report to the members and Directors on the accounts examined by them and on every balance sheet and statement of income and expenditures laid before the Society at any annual general meeting during the tenure of office and the report shall stat:
- Whether or not they have obtained all the information and explanations they have required and
- Whether, in their opinion, the balance sheet and statement of income and expenditures referred to in the report present fairly the financial position of the Society as at the date of the balance sheet and the results of its operations for the year ended on the date in accordance with generally accepted accounting principles.
- Every auditor of the Society shall have a right of access at all times to all records, documents, books account and vouchers of the Society and is entitled to require from the directors and officers of the Society such information and explanations as may be necessary for the performance of the duties of the auditor.
- The auditors of the Society are entitled to attend any meeting of the members of the Society at which accounts that have been examined or reported upon by them are to be laid before the members for the purpose of making any statement or explanation they desire with respect to the accounts.
- The rights and duties of auditor of the Society shall extend back to the date up to which the last audit of the Societies books, accounts and vouchers was made, up to the date in which the Society was incorporated.
Article IX Seal
The Board of Directors of the Society may adopt a common seal which, if adopted, shall be under the control of the directors and the responsibility for its custody and use from time to time shall be determined by the Directors.
Article X Amendments to the By-Laws
The by-laws of the Society shall not be altered or added to except by an extra-ordinary resolution of the Society.
Article XI Books and Records
- The Secretary of the Society shall have the responsibility to see that all necessary books and records of the Society required by the by-laws of the Society or by statute or law are regularly and properly kept.
- The books and records of the Society may be inspected by the members at such time and place as may be fixed from time to time by the Directors and shall be kept in such place within the Province of B. C. as the Directors from time to time determine.
Dated at the City of Kamloops in the Province of British Columbia the first (1st) day of June 1997.
On Behalf of the Kamloops FlyFishers Association.
President L. P. Piggin February 15 2015
Treasurer Kenneth Strand February 15 2015
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