CONSTITUTION
April 1942
l. The name of the Society is "KELOWNA CURLING CLUB".
2. The object of the society is:
a) To acquire by purchase, lease, or by any other manner a building with suitable real estate for the purpose of a curling-rink at Kelowna, or near Kelowna, British Columbia, or to acquire real estate and erect a building, or to acquire existing property and add to it or alter it to suit the requirements of the society.
b) To operate, lease, rent, allow the use of, and otherwise deal with the said property upon such terms and in such manner as may be decided upon by the Society from time to time
c) To carry on such activities of a religious, patriotic, philanthropic, charitable, social, agricultural or sporting character in connection with the said property as the Society may from time to time decide.
BY-LAWS OF THE
KELOWNA CURLING CLUB
Last updated September 22, 1999
Part 1. Interpretation
1. (1) In these by-laws, unless the context otherwise requires”;
(a) “directors” means the directors of the Society for the time being;
(b) “Societies Act” means the Societies Act of the Province of British Columbia from time to
time in force and all amendments to it;
(c) “registered address” of a member means his address as recorded in the register of
members.
(2) The definition of the Societies Act on the date these by-laws become effective apply to
these by-laws.
2. Word 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 have become members, in accordance with these by-laws and, in
either case, have not ceased to be members.
4. Upon winding up or dissolution of the Society, the assets which remain after payment of all
costs, charges, and expenses which are properly incurred in the winding up shall be
distributed to such charitable organizations or organizations having a similar charitable
purpose. This provision shall be unalterable.
5. A person may apply to the directors for membership in the Society and on acceptance by the
directors shall be a member.
6. Every member shall uphold the constitution and comply with these by-laws.
7. A person shall cease to be a member of the Society
(a) by delivering his resignation in writing to the secretary of the Society or by mailing or delivering it to the address of the Society, or
(b) on his death or in the case of a corporation on dissolution, or
(c) on being expelled, or
(d) on having been a member not in good standing for 12 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 a special resolution for expulsion shall be accompanied by a brief statement
of the reason or reasons for the proposed expulsion.
(3) The person who is the subject of the proposed resolution for expulsion shall be given an
opportunity to be heard at the general meeting before the special resolution is put to a vote.
9. All members are in good standing except a member who has failed to pay his current annual
membership fee or any other subscription or debt due and owing him to the Society and he is
not in good standing so long as the debt remains unpaid.
Part 3. Meetings of Members
10. General meetings of the Society shall be held at such time and place, in accordance with the
Societies Act, as the directors decide.
11. Every general meeting, other than an annual general meeting, is an extraordinary general
meeting.
12. The directors may, whenever they think fit, convene an extraordinary general meeting.
13. (1) Notice of a general meeting shall specify the place, the day and the hour of meeting, and,
in case of special business, the general nature of the 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.
14. The first annual general meeting of the Society shall be held not more than 15 months after
the date of incorporation and thereafter an annual general meeting shall 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
15. Special business is
(a) all business at an extraordinary general meeting except the adoption of rules of order,
and
(b) all business that is transacted at an annual general meeting, except,
(i) the adoption of rules of order,
(ii) the consideration of financial statements
(iii) the report of directors
(iv) the report of the auditor, if any,
(v) the election of directors,
(vi) the appointment of the auditor, if required, and
(vii) such other business as, under these by-laws, ought to be transacted at an annual general meeting, or business which is brought under consideration by the report of the directors issued with the notice convening the meeting.
16. (1) No business, other than the election of a chairman and the adjournment of the meeting,
shall 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 shall be suspended until there is a quorum present or until the meeting is
adjourned or terminated.
(3) A quorum is 3 members present or such greater number as the members may determine
at a general meeting.
17. 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, shall be terminated; but in any other
case, it shall 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. Subject to By-law 18, the president of the Society, the vice-president, or in the absence of
both, one of the other directors present shall preside as chairman of a general meeting.
19. 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 chairman, the
members present shall chose one of their number to be chairman.
20. (1) A general meeting may be adjourned from time to time and from place to place, but no
business shall be transacted at an adjourned meeting other than the business left unfinished
at the meeting from which adjournment took place.
(2) Where a meeting is adjourned for 10 days or more, notice of the adjourned meeting shall
be given as in the case of the original meeting.
(3) Except as provided in this by-law, it is not necessary to give notice of an adjournment or
of the business to be transacted at an adjourned general meeting.
21. (1) No resolution proposed at a meeting need be seconded and the chairman of a meeting
may move or propose a resolution.
(2) In case of an equality of votes the chairman shall not have a casting or second vote in
addition to the vote which he may be entitled as a member and the proposed resolution shall
not pass.
22. (1) A member in good standing present at a meeting of the members is entitled to one vote.
(2) Voting is by a show of hands.
(3) Voting by proxy is not permitted.
23. A corporate member may vote by its authorized representative, who is entitled to speak and
vote, and in all other respect exercise the rights of a member and that representative shall be
reckoned as a member for all purposes with respect to a meeting of the Society.
Part 5. Directors and Officers
24. (1) The directors may exercise all such powers and do all such acts and things as the Society
may exercise and do, and which are not by these by-laws or by statute or otherwise lawfully
directed or required to be exercised or done by the Society in general meeting, but subject,
nevertheless, to the provisions of
(a) all laws affecting the Society,
(b) these by-laws, and
(c) rules, not being inconsistent with these by-laws, which are made from time to time by the Society in general meeting.
(2) No rule, made by the Society in general meeting, invalidates a prior act of the directors
that would have been valid if that rule had not been made.
(3) Without limiting the generality of the foregoing, the directors shall determine the annual
membership dues.
25. (1) The president, vice-president, secretary, treasurer, and one or more other persons shall be
directors of the Society.
(2) The number of directors shall be 14 or such greater number as may be determined from
time to time at a general meeting.
26. (1) All directors shall be elected for two-year terms with 7 directors to be elected each year.
(2) Separate election shall be held for each office to be filled.
(3) An election may be by acclamation, otherwise it shall be by ballot.
(4) If no successor is 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.
(2) A director so appointed holds office only until the conclusion of the next following
annual general meeting of the Society, but is eligible for re-election at the meeting.
28. (1) If a director resigns his office or otherwise ceases to hold office, the remaining directors
shall appoint a member to take the place of the former director.
(2) No act or proceeding of the directors is invalid only by reason of there being less than
the prescribed number of directors in office.
29. The members may by special resolution remove a director before the expiration of his term
of office, and may elect a successor to complete the term of office.
30. No director shall be remunerated for being or acting as a director but a director shall be
reimbursed for all expenses necessarily and reasonably incurred by him while engaged in the
affairs of the Society.
Part 6. Proceedings of Directors
31. (1) the directors may meet together at such places as they think fit for the dispatch of
business, adjourn and otherwise regulate their meetings and proceedings, as they see fit.
(2) The directors may from time to time fix the quorum necessary for the transaction of
business and unless so fixed the quorum shall be a majority of the directors then in office.
(3) The president shall be chairman of all meetings of the directors; but if at any meeting the
president is not present within 30 minutes after the time appointed for holding the meeting,
the vice-president shall act as chairman, but if neither is present the directors present may
choose one of their number to be chairman at that meeting.
(4) A director may at any time, and the secretary, on the request of a director, shall, convene
a meeting of the directors.
32. (1) The directors may delegate any, but not all, of their powers to committees consisting of
such directors or directors and they think fit.
(2) A committee so formed in the exercise of the powers so delegated shall conform to any
rules that may from time to time be imposed on it by the directors, and shall report every act
or thing done in exercise of those powers to the earliest meeting of the directors to be held
after it has been done.
33. A committee shall elect a chairman of its meeting; but if no chairman is elected, or if at any
meeting the chairman is not present within 30 minutes after the time appointed for holding
the meeting, the directors present who are members of the committee shall choose one of
their number to be chairman of the meeting.
34. The members of a committee may meet and adjourn as they think proper.
35. 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 duly constituted, if a quorum of the directors is present.
36. 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) no notice of the meeting of directors shall be sent to that director or, and
(b) any and all meetings of the directors of the Society, notice of which has not been given to that director shall, if a quorum of the directors is present, be valid and effective.
37. (1) Questions arising at any meeting of the directors or committee of directors need be
seconded and the chairman of a meeting may move or propose a resolution.
(2) In case of an equality of votes the chairman does not have a second or casting vote.
38. No resolution proposed at a meeting of directors or committee of directors need be seconded
and the chairman of a meeting may move or propose a resolution.
39. 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
40. (1) The president shall preside at all meetings of the Society and of the directors.
(2) The president is the chief executive officer of the Society and shall supervise the other
officers in the execution of their duties.
41. The vice-president shall carry out the duties of the president during his absence.
42. The secretary shall
(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, and
(f) maintain the register of members.
43. The treasurer shall
(a) Keep such financial record, including books of account, as are necessary to comply with the Societies Act and,
(b) render financial statements to the directors, members, and others when required.
44. (1) The officers of the secretary and treasurer may be held by one person who shall be
known as the secretary-treasurer.
(2) Where a secretary-treasurer holds office the total number of directors shall not be less
then 14 or such greater number as may have been determined pursuant to By-law 24(2).
45. In the absence of the secretary from a meeting, the directors shall appoint another person to
act as secretary at the meeting.
Part 8. Seal
46. The directors may provide a common seal for the Society and they shall have power from
time to time to destroy it and substitute a new seal in place of the seal destroyed.
47. The common seal shall be affixed only when authorized by resolution of the directors and
them only in the presence of the persons prescribed in the resolution or if no persons are
prescribed, in the presence of the president and secretary or president and secretary-
treasurer.
Part 9. Borrowing
48. 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 such manner as
they decide and in particular but without limiting the generality of the foregoing, by the
issue of debentures.
49. No debenture shall be issued without the sanction of a special resolution.
50. The members may by special resolution restrict the borrowing powers of the directors but a
restriction so imposed expires at the next annual general meeting.
Part 10. Auditor
51. This Part applies only where the Society is required or has resolved to have an auditor.
52. The first auditor shall be appointed by the directors who shall also fill all vacancies
occurring in the office of auditor.
53. At each annual general meeting the Society shall appoint an auditor to hold office until he is
re-elected or his successor is elected at the next annual general meeting.
54. An auditor may be removed by ordinary resolution.
55. An auditor shall be informed forthwith in writing of appointment or removal.
56. No director and not employee of the Society shall be auditor.
57. The auditor may attend general meetings.
Part 11. Notices to Members
58. A notice may be given to a member, either personally or by mail to him at his registered
address.
59. A notice sent by mail shall be deemed to have been given on the second day following that
on which the notice is posted, and in proving that notice has been given it is sufficient to
prove that the notice was properly addressed and put in a Canadian Post Office receptacle.
60. (1) Notice of a general meeting shall be given to
(a) every member shown on the register of members on the day the notice is given, and
(b) the auditor, if Part 10 applies.
(2) No other person is entitled to receive a notice of general meeting.
Part 12. By-Laws
61. On being admitted to membership, a member is entitled to and the Society shall give him,
without charge, a copy of the constitution and by-laws of the Society.
62. These by-laws shall not be altered or added to except by special resolution.
