Constitution

CONSTITUTION of the

FEDERATION OF BC WRITERS

 

  1. The name of the Society is Federation of BC Writers.
  2. The purposes of the Society are:
  3. To promote excellence and professionalism in the literary arts in British Columbia.
    ii. To improve the status of the literary arts in British Columbia by encouraging publication; providing information on markets and workshops; sponsoring readings, workshops and seminars; and establishing communication between writers and interested agents and markets
    iii. (a) To encourage greater recognition of British Columbia writers and their achievements regionally and nationally.
    (b) To provide information on the Province’s literary resources to the people of British Columbia.
    (c) To work cooperatively with other provincial and federal agencies and organizations concerned with writing and writing standards.
    iv. To encourage and support young emerging writers in British Columbia
  4. The activities of the Society will be carried on without purpose of gain for its members and any income, profits or other accretions to the Society will be used in promoting the purposes of the Society.
  5. Upon winding-up or dissolution of the Society, the funds and property remaining after the payment of all costs, charges and expenses properly incurred in the winding-up or dissolution, including the remuneration of the liquidator, and after payment to employees of the Society of any arrears of salaries or wages, and after payment of any debts of the Society, will be distributed to such not-for-profit organizations or to such “qualified donees” as defined by the Income Tax Act as are designated by the Board. Any of such funds or property remaining which had originally been received for specific purposes will, wherever possible, be distributed to “qualified donees” carrying on work of a similar nature to such specific purposes.
  6. Paragraphs 3 and 4 are unalterable.

By-laws of

Federation of BC Writers

Part 1 — Interpretation

1 (1) In these by-laws, unless the context otherwise requires:

“Director” means an individual who has been designated, elected or appointed, as the case may be, in accordance with Section 26 of these by-laws, as a member of the Board of Directors of the Federation of British Columbia Writers.

“Society Act” means the Society Act of British Columbia and any amendments to it;

“Registered address” of a member means the member’s address as recorded in the register of members.

(2) The definitions in the Society Act on the date these bylaws become effective apply to these bylaws.

2 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 — Membership

3 The members of the society are the applicants for incorporation of the society, and those persons who subsequently become members, in accordance with these bylaws and, in either case, have not ceased to be members.

4 A person may apply to the Directors, or designate, for membership in the society and on acceptance by the Directors, or designate, is a member.

5 Every member must uphold the constitution and comply with these bylaws.

6 The board of Directors of the society shall establish the amount of the annual membership fee payable by a member.

7 A person ceases to be a member of the society

(a) by delivering his or her ion in writing to the Board of Directors, or designate, in person, by mail or by email.

(b) on his or her death or, in the case of a corporation, on dissolution,

(c) on being expelled, or

(d) on having been a member not in good standing for 3 consecutive months.

8 (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.  The procedure to be followed to be in accordance with the dispute resolution policy.

9 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.  A grace period of three months will be applied in the case of late membership fees, after which the membership shall be deemed abandoned.

10 One Honourary Life Membership may be issued per year, on resolution presented at the annual general meeting.  Members so designated shall not be required to pay regular membership fees, and shall be otherwise considered members in good standing.

11 Memberships other than regular memberships shall be permitted by resolution of the board of directors.  The fees and privileges of such special members shall be established through the resolution.

Part 3 — Meetings of Members

12 General meetings of the society may be held at the time and place, in accordance with the Society Act, that the Directors decide.

13 Every general meeting, other than an annual general meeting, is an extraordinary general meeting.

14 The Directors may, when they deem fit, convene an extraordinary general meeting

15 (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.

(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.

16 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 at General Meetings

17 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.

18 (1) Business, other than an 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.

(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.

(3) In accordance with the Societies Act, a quorum at a general meeting is 3 voting members.

19 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.

20 Subject to bylaw 19, the president of the society,  or, in the absence of both, one of the other Directors present, must preside as chair of a general meeting.

21 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 elect one of their number to be the chair.

22 (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.

(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.

(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.

23 (1) A resolution proposed at a meeting need not be seconded, and the chair of a meeting may move or propose a resolution, but may not vote on it except per paragraph 23 (2).

(2) In the case of a tie vote, the chair shall have a casting or second vote, provided that the chair has not already cast a vote.

24 (1) A member in good standing present at or participating in a meeting of members is entitled to one vote.

(2) Voting is by show of  hands.

(3) Voting by proxy is permitted in accordance with the policy set by the Board of Directors.

Part 5 — Directors and Officers

25 (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 properly enacted by the Directors

(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.

26 (1) The president, secretary, treasurer and one or more other persons are the officers of the society.

(2) The number of Directors shall be no fewer than 3 and of sufficient  numbers to fill all necessary positions as required by board policy.

(3)  It is expected that Regional Representatives be elected or appointed, where possible, by members in their region.  Where that is not possible, the Board of Directors may appoint the Regional Representatives. They shall be ratified at the next general meeting. Other directors will be elected, or have their appointments ratified, at the general meeting subsequent to that appointment.

27 (1) The Directors may sit for two year terms of office as determined in accordance with Board policy.  The maximum term of office for the President shall be no more than two consecutive two year terms.  

(2) In order to maintain continuity in programs, approximately one half of the Directors will be elected one year for a two-year term, then the remainder of the Directors will be elected during the following year for a two-year term.  This process shall be initiated by having elections in the year 2012 for the positions of Secretary, 1st Vice President, 2nd Vice President,  two Directors-At-Large, and for the Regional Representative for the Lower Mainland.  At the Annual General Meeting of 2013, elections will be held for the positions of President, Treasurer, and for each of the remaining Regional Representatives.

(3) An election may be by acclamation, otherwise it must be by ballot.

(4) If a successor is not elected, the person previously elected or appointed continues to hold office.

28 (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.

(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.

(3) An act or proceeding of the Directors is not invalid merely because there are less than the prescribed number of Directors in office.

29 A Director must not be remunerated for being or acting as a Director but a Director may 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

30 (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.

(2) The Directors may from time to time set the quorum necessary to conduct business, and unless so set, the quorum shall be a minimum of four Directors, at least two of whom shall be Officers.

(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.

(4) A Director may at any time, and the secretary, on the request of a Director, must, convene a meeting of the Directors.

31 (1) The Directors may delegate any, but not all, of their powers to committees consisting of the Director or Directors so appointed.

(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.

32 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 number to be the chair of the meeting.

33 The members of a committee may meet and adjourn as they think proper.

34 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.

35 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, or email, 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.

36 (1) Questions arising at a meeting of the Directors and committee of Directors must be decided by a majority of votes.

(2) In the case of a tie vote, the President has a second or casting vote.

37 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.

38 A resolution in writing, signed by all the 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

39 The president will preside as Chair at all meetings of the society and of the Directors.

40 The secretary will be responsible for making the necessary arrangements for 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) review and maintain all records and documents of the society except those required to be kept by the treasurer;

(e) maintain the register of members.

41 The treasurer will be responsible for making the necessary arrangements for

(a) keep the financial records, including books of account, necessary to comply with the Society Act, and

(b) render financial statements to the Directors, members and others when required.

42 (1) The offices of secretary and treasurer may be held by one person who is to be known as the secretary treasurer.

(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 (2).

43 In the absence of the secretary from a meeting, the Directors must appoint another person to act as secretary at the meeting.

Part 8 — Seal

44 The Directors may provide a common seal for the society and may destroy a seal and substitute a new seal in its place.

45 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

46 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.

47 A debenture must not be issued without the authorization of a special resolution.

48 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

49 This Part applies only if the society is required or has resolved to have an auditor.

50 The first auditor must be appointed by the Directors who must also fill all vacancies occurring in the office of auditor.

51 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.

52 An auditor may be removed by ordinary resolution.

53 An auditor must be promptly informed in writing of the auditor’s appointment or removal.

54 A Director or employee of the society must not be its auditor.

55 The auditor may attend general meetings.

Part 11 — Notices to Members

56 A notice may be given to a member personally, by mail to the member at the member’s registered address, by facsimile to the member’s fax number, or by email to the member’s email address.

57 A notice sent by mail will be deemed to have been given on the day following that on which the notice was posted.  In proving that notice has been given, it is sufficient to prove the notice was properly addressed and put in a Canadian Government post office receptacle with adequate postage affixed, provided that if, between the time of posting and the deemed giving of the notice, a mail strike or other labour dispute which might reasonably be expected to delay the delivery of such notice by the mails occurs, then such notice will only be effective when actually received.  Any notice delivered either personally, by delivery, facsimile, or electronic mail will be deemed to have been given on the day it was so delivered or sent.   Notice will be published in the Society newsletter and posted on the website of the Society.  

58 (1) Notice of a general meeting must be given to

(a) every member shown on the register of members on the day notice is given, and

(b) the auditor, if Part 10 applies.

(2) No other person is entitled to receive a notice of a general meeting.

Part 12 — By-laws

59 On being admitted to membership, each member is entitled to, and the society must make available to the member without charge, a copy of, or the electronic access to, the constitution and by-laws of the society.

60 These by-laws may not be altered or added to except by special resolution.

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