Bylaws

                  Bylaws of the British Columbia Paleontological Alliance (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.

Interpretation

1.4  The use of the word “person” in the Societies Act (section 1) definition of member means an incorporated society as provided for in section 29 of the Interpretation Act.

Part 2 – Membership 

2.0  The members of the British Columbia Paleontological Alliance (BCPA) are incorporated societies (Regional Societies) with an interest in paleontology that become members in accordance with these bylaws. 

(a)  The Regional Societies are the official members of the BCPA rather than individuals. 

(b)  The individual members of the Regional Societies are not official members of the BCPA, but are referred to as societal members in reference to their membership in the Regional Societies. 

(c)  An incorporated society may apply to the Board of Directors for membership in the BCPA and, on acceptance by the directors, is a member. 

(d)  Every member must uphold the Constitution, and comply with the bylaws 

(e)  Every member and its societal members must comply with the BCPA Standards and Ethics for 

Scientific Collecting (the Code) and policies which may be established.   

2.1  Terms of Admission and Membership 

(a)  Membership shall be established on payment of an annual membership fee (societal fee) paid by each Regional Society based on the total number of societal members in the Regional Society. Societal members include any and all categories of membership recognized by the Regional Society. 

(b)  In order to be a member, a Regional Society may not have categories of membership that are not subject to the fees, the Code and policies. 

(c)  Each Regional Society will provide the names, addresses, telephone numbers, email addresses and other appropriate contact information of each societal member along with the applicable fees to the Treasurer of the BCPA. 

(d)  The BCPA Board, at a general meeting, may set the amount of the membership fee and other applicable fees. All memberships expire at the end of the calendar year. 

2.2  Rights and Obligations of Members 

(a)  Each Regional Society may appoint up to two societal directors to represent the Regional Society on the BCPA Board. 

(b)  Each Regional Society and its societal members upon payment of appropriate fees by the Regional Society shall be entitled to receive a copy of a newsletter or other publications that may from time to time be published. 

(c)  Each Regional Society and its societal members shall be entitled to other benefits, as approved by the Board. 

2.3  Cessation and Termination of Membership 

(a)  A Regional Society may resign as a member upon giving notice in writing (hardcopy or electronic) to the Board. 

(b)  A Regional Society ceases to be a member in the event of dissolution by the Regional Society. 

(c)  A Regional Society ceases to be a member in good standing for failure to pay the fees described in 2.0 above within three months of the due date. The Board may reinstate a member, without penalty, if the fees are paid after the three month grace period. 

(d)  A Regional Society may be expelled from membership by special resolution for not adhering to the Code and policies, or other reason which is deemed to be prejudicial to the interests of the BCPA by a majority vote of the Board at a general meeting. 

(i)  Prior to the vote being taken, the Regional Society shall be given 30 days notice in writing of the proposed special resolution and the reasons for the proposed expulsion. 

(ii)  The Regional Society shall be given the opportunity to be heard at the general meeting or to provide a written explanation or justification of their position to the Board before the vote is taken on the special resolution. 

2.4  In the event the BCPA Board is made aware that a societal member of a Regional Society is not complying with the Code or policies, the Board may notify the Regional Society and the societal member of the non-compliance. The Regional Society will be expected to address the issue with the societal member and take any appropriate steps to resolve the issue including, if necessary, removal of the societal member from the Regional Society. If no action or unsatisfactory action is taken by the Regional Society, the BCPA Board may take action in accordance with 2.3 (d). 

Part 3 – General Meetings of Members

Time and place of general meeting 

3.1 A general meeting, including an annual general meeting, must be held at the time and 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 elected or appointed by the Board to preside as the chair; 

(b) if the Board has not elected or appointed an individual to preside as the chair or the individual elected or 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 present 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 present 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 present.

Quorum for general meetings 

3.7 The quorum for the transaction of business at a general meeting is 3 voting members (regional societies) and 8 directors.

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 present, 

(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 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 present 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 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.

Part 4 – Directors  

Number of directors on Board 

4.1 The Society must have no fewer than 3 and a maximum as determined by the Board.

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.

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 8 directors.

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; 

(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. 

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,

(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.

Part 8 – Constitution and Bylaws    

8.1 It is an unalterable provision of this constitution that the society will operate for charitable purposes only, and will cooperate with other charitable and non-profit organisations when such collaboration is deemed beneficial to carrying out the purposes of the society.

8.2 It is an unalterable provision of this constitution that members of this society shall have no interest in the property and assets of the society; and that, upon dissolution of the society, funds and assets of the society remaining after the satisfaction of its debts and liabilities, shall be distributed to another charitable organisation in British Columbia as determined by its members at the time of dissolution.

8.3 It is an unalterable provision of this constitution that the purposes of the society shall be carried out without purpose of gain for its members and any profits of the society shall be used for promoting its purposes.