Comox Valley Womens’ Business Network Society Notice to Members:

Special Resolution to Adopt New Bylaws

Date of Special General Meeting: November 12, 2025

Purpose of this Notice

This notice is provided to all members of the Comox Valley Womens’ Business Network Society in accordance with the BC Societies Act and the Society’s bylaws. A Special General Meeting (SGM) will be held on November 12, 2025, to consider and vote on a special resolution to repeal the Society’s existing bylaws and adopt a new set of bylaws.

The full text of the proposed new bylaws is also included on this page, as required by Section 20(1) of the BC Societies Act.

When and Where

The SGM will take place at 6:00 PM, as part of our regular monthly dinner meetup. Members are welcome to arrive as early as 5:30 PM to enjoy informal networking prior to the meeting.

Please note that while the dinner portion of the evening includes a cost, members are not required to attend the dinner to participate in the SGM. Those who wish to attend the SGM only are very welcome — we simply ask that you exit after the meeting concludes if you are not staying for the full dinner program, to help maintain a smooth transition into the regular event.

We appreciate your cooperation and look forward to seeing as many of you as possible for this important decision.

Why Are We Proposing New Bylaws?

The current bylaws contain a mixture of true bylaw content and internal policies, resulting in gaps in clarity and/or compliance with the BC Societies Act. The Board has developed a revised set of bylaws that:

Meets the requirements of the BC Societies Act;
Separates bylaws from internal policies, to align with best practices;
Clarifies language and structure, making the bylaws easier to read and apply;
Retains all member rights and meeting procedures as currently in place;
Updates the maximum number of directors from 11 to 20, to allow for more leadership participation and succession planning.

These changes are designed to support the Society’s continued growth and strong governance while ensuring compliance with the BC Societies Act.

What Is Not Changing

No changes are being made to member categories, rights, or voting procedures.
No changes are being made to officer roles or duties.
No changes are being made to quorum, notice periods, or meeting formats.

Key Governance Change: Director Numbers

The proposed new bylaws increase the maximum number of directors from 11 to 20. The minimum number of directors remains at 3. This change is intended to:

Increase capacity for leadership development;
Ensure continuity on the board as the Society grows;
Support more inclusive participation across the membership.

Special Resolution to Be Voted On

Special Resolution:

“Resolved as a special resolution that the current bylaws of the Comox Valley Womens’ Business Network Society be repealed in their entirety and replaced with the new bylaws circulated with this notice, to take effect upon acceptance by the Registrar of Companies.”

This resolution requires approval by at least two-thirds (2/3) of the votes cast by members present at the meeting, as per the BC Societies Act and the Society’s existing bylaws.

Questions?

If you have any questions in advance of the meeting, please contact a member of the Board or email comoxvalleywbn@gmail.com.

We encourage all members to review the proposed bylaws in advance and attend the Special General Meeting to participate in this important governance decision.

CVWBN Bylaws

Proposed for approval by the members of the

Comox Valley Women’s Business Network (the “Society”)

Part 1 – Definitions and Interpretation

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.

Part 2 – Members

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.

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.

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.

Part 3 – General Meetings of Members

Time and place of general meeting

3.1 A general meeting must be held at the time and, if appli cable, 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;

(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;

(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.

Part 4 – Directors

Number of directors on Board

4.1 The Society must have no fewer than 3 and no more than 20 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 and term limits

4.2.1 A member must be in good standing for at least 2 months before the Annual General Meeting and must have attended at least 2 meetings in the prior 6 months to be eligible for election to the Board.

4.2.2 Board terms are one year when elected at the annual general meeting. Directors may serve up to five consecutive years before taking a mandatory one-year break, except the President may serve a sixth year as Past President.

4.2.3 Directors-at-large may be appointed from the prior board for continuity or elected from membership if no past board members are available.

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 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.

Part 5 – Directors’ Meetings

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.

Part 6 – Board Positions

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;

(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;

(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;

(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.

Part 7 – Remuneration of Directors and Signing Authority

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,

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

Part 8 – Financial Practices

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;

(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.