TROUT LAKE BC INTERNET SOCIETY
Registration# S-0058777
BYLAWS
The bylaws of the Trout Lake BC Internet Society are as follows:
Part 1 — Interpretation
1.1 In these bylaws, unless the context otherwise requires:
“society” means the Trout Lake BC Internet Society
"directors" means the directors of the society for the time being.
"Society Act" means the Society Act of British Columbia from time to time in force and all amendments to it.
"registered address" of a member means the member's address as recorded in the register of members.
1.2 The definitions in the Society Act on the date these bylaws become effective apply to these bylaws.
2.0 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 – Memberships:
Applications for Membership:
3.1 The members of the society are the applicants for incorporation of the society and
those persons who subsequently become members, in accordance with the bylaws and,
in either case, have not ceased to be members.
3.2 Members are required to be current subscribers of the Trout Lake BC Internet Society.
3.3 Members are required to have a history of a minimum of one month paid subscription.
3.4 A person may apply to the directors for membership in the society and on
acceptance by the directors is a member.
4.0 Every member must uphold the constitution and comply with these bylaws.
Membership Freeze:
5.0 The directors may at any time postpone, on terms and conditions, the consideration
of all or some applications for membership.
Membership Dues:
6.0 The directors may determine the membership dues/ subscriber fees/ re-activation
fees, etc., if any. The directors may waive, in whole or in part, membership dues/
subscriber fees/ re-activation fees for any member.
Cessation of Membership:
7.0 A person ceases to become a member of the society:
(a) by delivering his or her resignation in writing to the secretary of the society or
by mailing or delivering it to the address of the society,
(b) on his or her death or, in the case of a corporation, on dissolution,
(c) on being expelled, or
(d) when their internet subscription is no longer current.
Expulsion of Members Generally:
8.0 The members or the directors may expel a member according to these bylaws by
any one of the two alternatives described below:
Expulsion of Members by the Membership
(1) A member may be expelled by a special resolution of the members passed at a
general meeting.
(2) The notice of special resolution for expulsion must be accompanied by a brief
statement of the reasons for the proposed expulsion.
(3) The person who is the subject of the proposed resolution for expulsion must be
given an opportunity to be heard at the general meeting before the special resolution
is put to a vote.
Expulsion of Members by the Directors:
(4) The directors may, by a two-thirds vote of directors present, expel a member for
any reason.
(5) A member subject to a vote for expulsion must be given at least seven days
written notice of such a meeting, and a brief description of the reason(s). They will
also be given the opportunity to defend in person or by agent prior to the vote.
Members and Good Standing:
9.1 All members are in good standing except a member who has failed to pay his or her
current annual membership fee, or any other subscription or debt due and owing by the
member to the society, and the member is not in good standing so long as the debt remains
unpaid.
9.2 Any member who violates the terms of the Acceptable Use Policy (AUP) as laid out
in the service contract is not in good standing and may be expelled by the methods laid
out in bylaw 8.
Part 3 — Meetings of Members:
10.0 General meetings of the society must be held at the time and place, in accordance
with the Society Act, that the directors decide.
11.0 Every general meeting, other than an annual general meeting, is an extraordinary
general meeting.
12.0 The directors may, when they think fit, convene an extraordinary general meeting.
13.1 Notice of a general meeting must specify the place, day and hour of the meeting
and, in case of special business, the general nature of that business.
13.2 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.
14.0 The first annual general meeting of the society must be held not more than 15
months after the date of incorporation and after that an annual general meeting must 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 General Meetings:
15.0 Special business is:
(a) all business at an extraordinary general meeting except the adoption of rules of order,
and
(b) all business conducted at an annual general meeting, except the following:
(i) the adoption of rules of order;
(ii) the consideration of the financial statements;
(iii) the report of the directors;
(iv) the report of the auditor, if any;
(v) the election of directors;
(vi) the appointment of the auditor, if required;
(vii) the other business that, under these bylaws, ought to be conducted at an annual
general meeting, or business that is brought under consideration by the report of the
directors issued with the notice convening the meeting.
16.1 Business, other than the election of a chair and the adjournment or termination of
the meeting, must not be conducted at a general meeting at a time when a quorum is not
present.
16.2 If at any time during a general meeting there ceases to be a quorum present,
business then in progress must be suspended until there is a quorum present or until the
meeting is adjourned or terminated.
16.3 A quorum is 3 members present or a greater number that the members may
determine at a general meeting.
17.0 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, must be terminated, but
in any other case, it must 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.
18.0 Subject to bylaw 19, the president of the society, the vice president or, in the
absence of both, one of the other directors present, must preside as chair of a general
meeting.
19.0 If at a general meeting:
(a) there is no president, vice president or other director present within 15 minutes
after the time appointed for holding the meeting, or
(b) the president and all the other directors present are unwilling to act as the chair,
the members present must choose one of their number to be the chair.
20.1 A general meeting may be adjourned from time to time and from place to place, but
business must not be conducted at an adjourned meeting other than the business left
unfinished at the meeting from which the adjournment took place.
20.2 When a meeting is adjourned for 10 days or more, notice of the adjourned meeting
must be given as in the case of the original meeting.
20.3 Except as provided in this bylaw, it is not necessary to give notice of an
adjournment or of the business to be conducted at an adjourned general meeting.
21.1 A resolution proposed at a meeting need not be seconded, and the chair of a
meeting may move or propose a resolution.
21.2 In the case of a tie vote, the chair does not have a casting or second vote in addition
to the vote to which he or she may be entitled as a member and the proposed resolution
does not pass.
22.1 A member in good standing present at a meeting of members is entitled to one vote.
22.2 Voting is by show of hands, unless the members present otherwise decide.
22.3 Voting by proxy is not permitted.
23.0 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 must be considered as a member for all purposes with respect to a
meeting of the society.
Part 5 – Directors and Officers:
General Powers of Directors:
24.1 The directors may exercise all the powers and do all the acts and things that the
society may exercise and do, and that are not by these bylaws or by statute or otherwise
lawfully directed or required to be exercised or done by the society in a general meeting,
but subject, nevertheless, to:
(a) all laws affecting the society,
(b) these bylaws, and
(c) rules, not being inconsistent with these bylaws, that are made from time
to time by the society in a general meeting.
24.2 A rule, made by the society in a general meeting, does not invalidate a prior act of
the directors that would have been valid if that rule had not been made.
24.3 Directors may exercise the right to give out honorariums as they see fit to a
maximum value of $100.00
Number and Qualifications of Directors:
25.1 The president, vice president, secretary, treasurer and one or more other persons
are the directors of the society.
25.2 The number of directors must be 5 or a greater number determined from time to
time at a general meeting.
25.3 A director should be a member. However, the failure of a director to be a member
shall not invalidate his appointment, election, or continuance as a director.
Terms of Directors and Their Replacement:
26.1 The directors shall retire at the expiration of their term, when their successors shall
be elected. A director shall be elected at the annual general meeting for 1 term.
26.2 Separate elections must be held for each office to be filled. Nominations shall be
received at the regular membership meeting. To be eligible for nomination a member shall
have attended at least 2 prior membership meetings. Any member not in good standing
shall not be eligible for nomination.
26.3 An election may be by acclamation, otherwise it must be by ballot.
26.4 If a successor is not 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.
27.2 A director so appointed holds office only until the conclusion of the next annual
general meeting of the society, but is eligible for re-election at the meeting.
28.1 If a director resigns his or her office or otherwise ceases to hold office, the
remaining directors must appoint a member to take the place of the former director.
28.2 An act or proceeding of the directors is not invalid merely because there is less
than the prescribed number of directors in office.
Removal of Directors or Officers by Membership:
29.1 The members may, by special resolution, remove a director, before the expiration of
his or her term of office, and may elect a successor to complete the term of office.
29.2 The notice of special resolution for removal shall be accompanied by a brief
statement of the reason(s) for the proposed removal.
29.3 The person who is the subject of the proposed resolution for removal shall be given
an opportunity to be heard in person or by agent at the general meeting before the special
resolution is put to a vote.
Directors – Miscellaneous:
30.0 A director must not be remunerated for being or acting as a director but a director
must be reimbursed for all expenses necessarily and reasonably incurred by the director
while engaged in the affairs of the society.
Part 6 — Proceedings of Directors:
31.1 The directors may meet at the places they think fit to conduct business, adjourn
and otherwise regulate their meetings and proceedings, as they see fit.
31.2 The directors may from time to time set the quorum necessary to conduct business,
and unless so set the quorum is a majority of the directors then in office.
31.3 The president is the chair of all meetings of the directors, but if at a meeting the
president is not present within 30 minutes after the time appointed for holding the meeting,
the vice president must act as chair, but if neither is present the directors present may
choose one of their number to be the chair at that meeting.
31.4 A director may at any time, and the secretary, on the request of a director, must,
convene a meeting of the directors.
32.1 The directors may delegate any, but not all, of their powers to committees
consisting of the director or directors as they think fit.
32.2 A committee so formed in the exercise of the powers so delegated must conform to
any rules imposed on it by the directors, and must report every act or thing done in
exercise of those powers to the earliest meeting of the directors held after the act or thing
has been done.
33.0 A committee must elect a chair of its meetings, but if no chair is elected, or if at a
meeting the chair is not present within 30 minutes after the time appointed for holding the
meeting, the directors present who are members of the committee must choose one of
their numbers to be the chair of the meeting.
34.0 The members of a committee may meet and adjourn as they think proper.
35.0 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 of the directors is present.
36.0 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) a notice of meeting of directors is not required to 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, if a quorum of the directors is present, are valid and effective.
37.1 Questions arising at a meeting of the directors and committee of directors must be
decided by a majority of votes.
37.2 In the case of a tie vote, the chair does not have a second or casting vote.
38.0 A resolution proposed at a meeting of directors or committee of directors need not
be seconded, and the chair of a meeting may move or propose a resolution.
39.0 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 7 – Duties of Officers:
40.1 The president presides at all meetings of the society and of the directors.
40.2 The president is the chief executive officer of the society and must supervise the
other officers in the execution of their duties.
40.3 The president enforces the constitution and bylaws of this society.
41.0 The vice president must carry out the duties of the president during the president's
absence.
42.0 The secretary must do the following:
(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;
(f) maintain the register of members.
43.0 The treasurer must:
(a) keep the financial records, including books of account, necessary to comply
with the Society Act;
(b) render financial statements to the directors, members and others when required.
(c) notify all members/ subscribers who are in arrears and report to the executive
and
(d) generate reports as requested by the government or other granting authorities.
44.1 The offices of secretary and treasurer may be held by one person who is to be
known as the secretary treasurer.
44.2 If a secretary treasurer holds office, the total number of directors must not be less
than 5 or the greater number that may have been determined under bylaw 25.1
45.1 In the absence of the secretary from a meeting, the directors must appoint another
person to act as secretary at the meeting.
45.2 The directors or members may add additional duties or powers to any director or
officer or transfer duties or powers among directors or officers.
45.3 A director shall:
(a) act honestly and in good faith and in the best interests of the society; and
(b) exercise the care, diligence and skill of a reasonable and prudent person in
exercising power and performing functions as a director.
45.4 A director who is directly or indirectly interested in a proposed contract or
transaction with the society shall disclose, fully and promptly, the nature and extent of
his interest to each director and otherwise comply with the requirements of the Society Act.
45.5 At least 1 director on the board must remain independent and ineligible to enter
into a contract with the Trout Lake BC Internet Society at any and all times while
remaining a director. This director will oversee all contracts that the society enters into
and will have complete veto power over and above the general voting of the board when it
comes to assigning contracts to board members.
Part 8 — Seal:
46.0 The directors may provide a common seal for the society and may destroy a seal
and substitute a new seal in its place.
47.0 The common seal must be affixed only when authorized by a resolution of the
directors and then only in the presence of the persons specified in the resolution, or if no
persons are specified, in the presence of the president and secretary or president and
secretary treasurer.
Part 9 — Borrowing:
48.0 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 repayment of money in the
manner they decide, and, in particular but without limiting that power, by the issue of
debentures.
49.0 A debenture must not be issued without the authorization of a special resolution.
50.0 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:
51.0 This Part applies only if the society is required or has resolved to have an auditor.
52.0 The first auditor must be appointed by the directors who must also fill all vacancies
occurring in the office of auditor.
53.0 At each annual general meeting the society must appoint an auditor to hold office
until the auditor is re-elected or a successor is elected at the next annual general meeting.
54.0 An auditor may be removed by ordinary resolution.
55.0 An auditor must be promptly informed in writing of the auditor's appointment or
removal.
56.0 A director or employee of the society must not be its auditor.
57.0 The auditor may attend general meetings.
Part 11 – Notices to Members:
58.1 A notice may be given to a member, either personally or by mail to the member at
the member's registered address.
58.2 A notice may also be given to a member by emailing it or faxing it to an email
address or fax number provided by the member.
58.3 Each member shall inform the secretary or his designate in writing of his up-to
date address and e-mail address (if any) plus phone and fax number (if any) for the
purposes of receiving notices from the society. This is an ongoing obligation.
59.0 A notice sent by mail is deemed to have been given on the second day following
the day 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.
Part 12 - Inspection of Documents by Members and Directors:
61.0 Subject to the Personal Information Protection Act:
(a) the books and records of the society, with the exception of the current and past
membership lists (registry) shall be open to inspection by members on reasonable
notice at the office of the society but no copies can be made unless authorized by
the directors;
(b) Subject to a resolution of the directors or any law requiring otherwise, documents
of the society, including its accounting records, must be open to the inspection of a
director.
Part 13 - Miscellaneous Matters:
Return of Documents and Property:
62.0 At any time the directors may require, on terms and conditions, a director, officer,
member, or a former director, officer, or member to return any property or document
belonging to the society that happens to be in the control or possession of such director,
officer, member, or such former director, officer or member.
Insurance
63.0 The Trout Lake BC Internet Society will purchase, and at all times maintain,
insurance for the benefits of the directors against personal liability incurred by him or her
as a director and for and on behalf of the Trout Lake BC Internet Society, in the amount
of $1,000,000 to $2,000,000.
Part 14 – Bylaws:
64.0 On being admitted to membership, each member is entitled to, and the society
must give the member without charge, a copy of the constitution and bylaws of the society.
65.0 Every member shall uphold the Constitution and comply with these bylaws.
66.0 These bylaws must not be altered or added to except by special resolution.
