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Definitions

1.1 In these Bylaws:

“Act” means the Societies Act of British Columbia as amended from time to time;

“Board” means the directors of the Society;

“Bylaws” means these Bylaws as altered from time to time.

Definitions in Act apply

1.2 The definitions in the Act apply to these Bylaws.

Conflict with Act or regulations

1.3 If there is a conflict between these Bylaws and the Act or the regulations under the Act, the Act or the regulations, as the case may be, prevail.

Application for membership

2.1 A person may apply to the Board for membership in the Society, and the person becomes a member on the Board’s acceptance of the application. Only legal Members may vote or stand for election to the Board, unless otherwise provided in these Bylaws.

Duties of members

2.2 Every member must uphold the constitution of the Society and must comply with these Bylaws.

Membership eligibility

2.3  Membership is open to any person who identifies as a woman who is interested in business and feels they will benefit from and contribute to the purpose of the Society.

2.3.1 Associate Members

The Society may recognize Associate Members affiliated with a Business or Corporate Membership. Associate Members are individuals named by the legal Member at the time of registration and may access Society programs and benefits as determined by the Board.

Associate Members are not Members of the Society under the Societies Act and do not have voting rights or any other rights of membership under the Act.

The Board may establish policies governing the designation, number, privileges, and administration of Associate Members.

Amount of membership dues

2.4 The amount of the annual membership dues, if any, must be determined by the Board.

Member not in good standing

2.5 A member is not in good standing if the member fails to pay the member’s annual membership dues, if any, and the member is not in good standing for so long as those dues remain unpaid.

2.5.1 A member must renew their membership on or before the anniversary date of joining to remain in good standing.

Member not in good standing may not vote

2.6 A voting member who is not in good standing

(a)   may not vote at a general meeting, and

(b)   is deemed not to be a voting member for the purpose of consenting to a resolution of the voting members.

Termination of membership if member not in good standing

2.7 A person’s membership in the Society is terminated if the person is not in good standing for 6 consecutive months.

Time and place of general meeting

3.1        A general meeting must be held at the time and, if applicable, place the Board determines.

Ordinary business at general meeting

3.2        At a general meeting, the following business is ordinary business:

(a)   adoption of rules of order;

(b)   consideration of any financial statements of the Society presented to the meeting;

(c)    consideration of the reports, if any, of the directors or auditor;

(d)   election or appointment of directors;

(e)    appointment of an auditor, if any;

(f)     business arising out of a report of the directors not requiring the passing of a special resolution.

Notice of special business

3.3        A notice of a general meeting must state the nature of any business, other than ordinary business, to be transacted at the meeting in sufficient detail to permit a member receiving the notice to form a reasoned judgment concerning that business.

Chair of general meeting

3.4        The following individual is entitled to preside as the chair of a general meeting:

(a)   the individual, if any, appointed by the Board to preside as the chair;

(b)   if the Board has not appointed an individual to preside as the chair or the individual appointed by the Board is unable to preside as the chair,

                                i.            the president,

                              ii.            the vice-president, if the president is unable to preside as the chair, or

                            iii.            one of the other directors in attendance at the meeting, if both the president and vice-president are unable to preside as the chair.

Alternate chair of general meeting

3.5        If there is no individual entitled under these Bylaws who is able to preside as the chair of a general meeting within 15 minutes from the time set for holding the meeting, the voting members who are in attendance must elect an individual present at the meeting to preside as the chair.

Quorum required

3.6        Business, other than the election of the chair of the meeting and the adjournment or termination of the meeting, must not be transacted at a general meeting unless a quorum of voting members is in attendance.

Quorum for general meetings

3.7        The quorum for the transaction of business at a general meeting is 3 voting members or 10% of the voting members, whichever is greater.

Lack of quorum at commencement of meeting

3.8        If, within 30 minutes from the time set for holding a general meeting, a quorum of voting members is not in attendance,

(a)   in the case of a meeting convened on the requisition of members, the meeting is terminated, and

(b)   in any other case, the meeting stands adjourned to the same day in the next week, at the same time and , if applicable, place, and if, at the continuation of the adjourned meeting, a quorum is not present within 30 minutes from the time set for holding the continuation of the adjourned meeting, the voting members who are present constitute a quorum for that meeting.

If quorum ceases to be present

3.9        If, at any time during a general meeting, there ceases to be a quorum of voting members present, business then in progress must be suspended until there is a quorum in attendance or until the meeting is adjourned or terminated.

Adjournments by chair

3.10     The chair of a general meeting may, or, if so directed by the voting members at the meeting, must, adjourn the meeting from time to time and, if applicable, from place to place, but no business may be transacted at the continuation of the adjourned meeting other than business left unfinished at the adjourned meeting.

Notice of continuation of adjourned general meeting

3.11     It is not necessary to give notice of a continuation of an adjourned general meeting or of the business to be transacted at a continuation of an adjourned general meeting except that, when a general meeting is adjourned for 30 days or more, notice of the continuation of the adjourned meeting must be given.

Order of business at general meeting

3.12     The order of business at a general meeting is as follows:

(a)   elect an individual to chair the meeting, if necessary;

(b)   determine that there is a quorum;

(c)    approve the agenda;

(d)   approve the minutes from the last general meeting;

(e)    deal with unfinished business from the last general meeting;

(f)     if the meeting is an annual general meeting,

          i. receive the directors’ report on the financial statements of the Society for the previous financial year, and the auditor’s report, if any, on those statements,

           ii. receive any other reports of directors’ activities and decisions since the previous annual general meeting,

            iii. elect or appoint directors, and

            iv. appoint an auditor, if any;

(g)    deal with new business, including any matters about which notice has been given to the members in the notice of meeting;

(h)   terminate the meeting.

Methods of voting

3.13     At a general meeting, voting must be by a show of hands, an oral vote or another method that adequately discloses the intention of the voting members, except that if, before or after such a vote, 2 or more voting members request a secret ballot or a secret ballot is directed by the chair of the meeting, voting must be by a secret ballot.

Announcement of result

3.14     The chair of a general meeting must announce the outcome of each vote and that outcome must be recorded in the minutes of the meeting.

Proxy voting not permitted

3.15     Voting by proxy is not permitted.

Matters decided at general meeting by ordinary resolution

3.16     A matter to be decided at a general meeting must be decided by ordinary resolution unless the matter is required by the Act or these Bylaws to be decided by special resolution or by another resolution having a higher voting threshold than the threshold for an ordinary resolution.

Number of directors on Board

4.1 The Society must have no fewer than 3 and no more than 20 directors.

4.1.1 Before each annual general meeting, the Board must determine the number of directors to be elected for the ensuing year, provided that number is not fewer than 3 and not greater than 20. The number determined by the Board must be communicated to the members before the election of directors.

Election or appointment of directors

4.2 At each annual general meeting, the voting members entitled to vote for the election or appointment of directors must elect or appoint the Board.

Director eligibility

4.2.1 A person is eligible for election to the Board if the person is:
(a) a Member in good standing for at least 2 months before the Annual General Meeting and has attended at least 2 meetings in the prior 6 months; or
(b) an Associate Member affiliated with a Business or Corporate Membership that is in good standing, provided the Associate Member has attended at least 2 meetings in the prior 6 months.

An Associate Member elected as a director is not a Member under the Societies Act solely by virtue of serving as a director.

Director nominations

4.2.2 Nominations for election as a director must be submitted to the Society in accordance with the nomination process and by the deadline established by the Board and communicated to members in advance of the annual general meeting. The Board may extend the nomination deadline, provided notice of the extension is promptly communicated to members before the annual general meeting. No nominations will be accepted from the floor at the annual general meeting.

Director term limits

4.2.3 Directors are elected for an approximately two-year term and hold office until the close of the second annual general meeting following their election. Directors may serve up to six consecutive years before taking a mandatory one-year break, except the President may serve a seventh year as Past President.

4.2.4 Directors who are elected or appointed without a specified term cease to hold office at the close of the next annual general meeting following their election or appointment, unless re-elected or re-appointed.

Directors may fill casual vacancy on Board

4.3 The Board may, at any time, appoint a Member or an eligible Associate Member as a director to fill a vacancy that arises on the Board as a result of the resignation, death or incapacity of a director during the director’s term of office.

Term of appointment of director filling casual vacancy

4.4 A director appointed by the Board to fill a vacancy ceases to be a director at the end of the unexpired portion of the term of office of the individual whose departure from office created the vacancy.

Removal of directors by the Board for Cause

4.5 The Board may remove a director before the expiration of the director’s term of office if the director:

(a) is absent from three consecutive directors’ meetings without reasonable excuse;
(b) breaches these Bylaws or any Board-approved code of conduct; or
(c) engages in conduct that, in the reasonable opinion of the Board, is materially detrimental to the Society.

A resolution under this section must be approved by not less than two-thirds (2/3) of the directors then in office, excluding the director who is the subject of the resolution.

The director who is the subject of the proposed removal must be given reasonable notice of the proposed resolution and an opportunity to be heard before the resolution is considered.

Director ceases to hold office

4.6 A director immediately ceases to hold office if the director:

(a) resigns in writing;
(b) becomes legally incapable of acting as a director;
(c) is removed in accordance with the Societies Act; or
(d) ceases to meet any eligibility requirement set out in these Bylaws.

Calling directors’ meeting

5.1        A directors’ meeting may be called by the president or by any 2 other directors.

Notice of directors’ meeting

5.2        At least 2 days’ notice of a directors’ meeting must be given unless all the directors agree to a shorter notice period.

Proceedings valid despite omission to give notice

5.3        The accidental omission to give notice of a directors’ meeting to a director, or the non-receipt of a notice by a director, does not invalidate proceedings at the meeting.

Conduct of directors’ meetings

5.4        The directors may regulate their meetings and proceedings as they think fit.

Quorum of directors

5.5        The quorum for the transaction of business at a directors’ meeting is a majority of the directors.

Directors’ meetings

5.6        A resolution of the Board may be passed without a meeting if all directors consent to the resolution in writing. A resolution passed in this manner is deemed to have been passed at a meeting of the Board.

Election or appointment to Board positions

6.1        Directors must be elected or appointed to the following Board positions, and a director, other than the president, may hold more than one position:

(a)   president;

(b)   vice-president;

(c)    secretary;

(d)   treasurer.

Directors at large

6.2        Directors who are elected or appointed to positions on the Board in addition to the positions described in these Bylaws are elected or appointed as directors at large.

Role of president

6.3        The president is the chair of the Board and is responsible for supervising the other directors in the execution of their duties.

Role of vice-president

6.4        The vice-president is the vice-chair of the Board and is responsible for carrying out the duties of the president if the president is unable to act.

Role of secretary

6.5        The secretary is responsible for doing, or making the necessary arrangements for, the following:

(a)   issuing notices of general meetings and directors’ meetings;

(b)   taking minutes of general meetings and directors’ meetings;

(c)    keeping the records of the Society in accordance with the Act;

(d)   conducting the correspondence of the Board;

(e)    filing the annual report of the Society and making any other filings with the registrar under the Act.

Absence of secretary from meeting

6.6        In the absence of the secretary from a meeting, the Board must appoint another individual to act as secretary at the meeting.

Role of treasurer

6.7        The treasurer is responsible for doing, or making the necessary arrangements for, the following:

(a)   receiving and banking monies collected from the members or other sources;

(b)   keeping accounting records in respect of the Society’s financial transactions;

(c)    preparing the Society’s financial statements;

(d)   making the Society’s filings respecting taxes.

Board positions

6.8        Conflict of Interest

(a)   A director or senior manager who has a material interest in a matter under discussion must disclose the nature and extent of the interest to the Board.

(b)   The interested director must abstain from voting on the matter and may only remain present during discussion if requested by at least one other director.

Remuneration of directors

7.1 These Bylaws do not permit the Society to pay to a director remuneration for being a director, but the Society may, subject to the Act, pay remuneration to a director for services provided by the director to the Society in another capacity.

Signing authority

7.2 A contract or other record to be signed by the Society must be signed on behalf of the Society

(a)   by the president, together with one other director,

(b)   if the president is unable to provide a signature, by the vice-president together with one other director,

(c)    if the president and vice-president are both unable to provide signatures, by any 2 other directors, or

(d)   in any case, by one or more individuals authorized by the Board to sign the record on behalf of the Society.

Fiscal Year

8.1 The fiscal year ends May 31st.

Signing Officers

8.2 Any two of the President, Treasurer, or one other board-appointed director must sign financial instruments.

Reimbursement and Procurement

8.3 Directors may be reimbursed for reasonable expenses incurred on behalf of the Society as approved by the Board.

8.4 Board purchases over $200 (excluding venue costs) require at least two quotes.

8.5 The Society will disclose, in its financial statements presented to members at the annual general meeting, the remuneration paid to any employee or contractor if that remuneration exceeds the threshold prescribed under the Societies Act or its regulations.

8.6 The Society will maintain the following records in accordance with the Act:

(a)   minutes of general meetings and directors’ meetings;

(b)   financial statements and accounting records;

(c)    the current constitution and bylaws;

(d)   the register of members, including name, contact information, and membership class (if any);

(e)    the register of directors, including full name, contact information, and the dates on which each director began and ceased to hold office.