Form 3

 

 

SOCIETIES ACT

 

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CONSTITUTION

 

1.       The name of the Society is "GULF TROLLERS ASSOCIATION". (AREA H)

 

2.       The purpose of the Society is to represent the interests of the members of the Society in their relationships as trollers with all governmental bodies and any other associations or organizations involved with fishing; and other similar matters, and to further the well-being of its members.

 

BY-LAWS

Here set forth, in numbered clauses, the by-laws providing for the matters referred to in Section 6(1) of the SOCIETIES ACT and any other by-laws.


 

SCHEDULE B

(Section 6)

 

SOCIETIES ACT

 

BY-LAWS OF "GULF TROLLERS' ASSOCIATION

 

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 definitions of the Societies Act on the date these by-laws become effective apply to these by-laws.

 

2.                      Words importing the singular include the plural and vice versa; and words importing a male person include a female person and a corporation.

 

2A.                  "Gulf” (Area H) means the area defined by Fisheries management area H.

                        “Trolling” means fishing by means of hook and line drawn from a moving boat.

 

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.                  A person may apply to the Directors for membership provided that he or she

                        -  Is the owner of an Area H license.

      -  Is the spouse or co-owner of the Area H license.

- Is a leasee of an Area H license who is delegated by the owner of an Area H license through a letter of authorization.

-  Is limited to one vote for each license. 

-  All of the above.

 

                        

5.                    Every member shall uphold the constitution and comply with these by-laws.

 

6.                   The amount of the first annual membership dues shall be determined by the annual general meeting of the Society. The membership year should be January 1- December 31.

 

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 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 or her current annual membership fee, or any other subscription or dept due and owing by the member to the society, and the member is not in good standing so long as the dept remains unpaid. However, a member may apply to the executive and directors for special consideration of standing if his/her dues have fallen in arrears and there are extenuating circumstances.

 

10.                                A member who sells his or her Area H license or terminates an agreement to lease an Area H license will revert to the status of associate member.


PART 3.            ASSOCIATE MEMBERSHIP

 

            (1)             A person may apply to the directors for associate membership

 

(2)             An associate member may not move, speak or vote on a motion made at any          meeting of the membership.

 

            (3)             A person shall cease to be an associate member of the society

 

(a)        by delivering his/her 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/her death or in case of a corporation on dissolution, or

            (c)            on being expelled, or

            (d)            on having been a member not in good standing for 12 months

 

(4)        An associate member who purchases or leases an Area H license will become a regular member.

 

 

11.                General meetings of the Society shall be held at such time and place in accordance with the Societies Act, as the directors decide.

 

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

 

13.                The directors may, whenever they think fit, convene an extraordinary general meeting.

 

(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 5.     PROCEEDINGS AT GENERAL MEETINGS

 

15.               Special business in

 

(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 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, 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 or termination 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 25% of the current membership or three members, whichever is greater, or such larger number as the members may determine at a general meeting.

 

 

17.                   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 choose one of their number to be chairman.


 

18.                   (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 the adjournment took place.

 

(2) When a meeting is adjourned for10 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.

 

19.                   (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 to which he may be entitled as a member and the proposed resolution shall not pass.

 

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

 

(2)                   Voting is by    a. show of hands.

b. secret ballot on specific ballots approved by resolution of the members present

                                                3)                        Voting by Proxy

 

 

Every member entitled to vote at a meeting of members may, by means of a written proxy, appoint a person, who must be a member in good standing, as his nominee to attend and act on his behalf at a specific meeting of members, or any adjournment thereof, in the manner and to the extent authorized by the proxy.  The instrument appointing a proxy shall be in writing executed by the member and delivered to the President or the Secretary at any time prior to the commencement of voting at the meeting. A proxy may be revoked by the member giving it by a written instrument executed by the member and delivered in the same manner as the proxy may be delivered.

 

 


      (4)            Form of Proxy

 

Unless the Society Act or any other statute or law which is applicable to the Association requires any other form of proxy, a proxy, whether for a specified meeting or otherwise, shall be in the form following, but may also be in any other form that the directors or the chairman of the meeting shall approve:

 

(Name of Association)

 

The undersigned, being a member of the above named Association, hereby appoints             or, failing him,               as proxy holder for the undersigned to attend, act and vote for and on behalf of the undersigned at the general meeting of the Association to be held on the ____ day of _________ and at any adjournment thereof.

 

Signed this      day of                , 20

 

(Signature of member)

 

 

 

     (5)            A permanent proxy or a proxy entitling a person to vote at more than one specific meeting and any adjournment of that meeting is void.

 

 

 

PART 6.     DIRECTORS AND OFFICERS

 

21.                   (l)        The directors may exercise all such power's and do 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)            The directors shall at all times exercise an absolute discretion in determining the eligibility and acceptance of any troller as a member of the Society.

 

 

 

 

 

 

 

(b)                     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.

 

22.                   Election of directors and officers;

 

(1)            The maximum number of directors shall be 16.

 

(2)               The term of office shall be two years or until their successors have been elected or appointed. The directors shall retire from office at the respective annual general meeting, when their successors shall be elected. Every member entitled to vote at an annual general meeting shall be entitled to nominate for election as a director any one individual who, at the time of the annual general meeting, is a member in good standing.

 

(3)               Each member shall be entitled to vote in favour of the number of nominees corresponding to the number of directors retiring from office at that annual general meeting. The nominees receiving the highest number of votes in their favour respectively, to a maximum of the number of directors retiring from office at that annual general meeting, shall be elected as directors.

 

          (4)            The directors shall convene after the close of the annual general meeting, and elect a president, vice-president, secretary, and treasurer from the board of directors.

 

 

23.                   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.

 

24.                   (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 their being less than the prescribed number of directors in office.

 

25.                     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.

 

26.                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 7.     PROCEEDINGS OF DIRECTORS

 

27.             (1)     The directors may meet together at such place as they think for the dispatch of   business, adjourn, and otherwise regulate their meetings and proceedings as they sea fit.

     

(2)      A quorum shall be 5 of the current directors, one of whom must be an officer of the Society.

 

(3)     The president shall be chairman at 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.

 

28.             (1)       The  directors may delegate any, but not all, of  their  power to committees consisting of such director or directors as they think fit.

       

      (2)        A quorum shall be five (5) of the current directors, one of whom must be an officer of the society.

 

29.                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.

 

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

 

31.              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 us present.

 

32.             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 meetings of directors shall 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 shall, if & quorum of directors is present, be valid and effective.

 

33.                   (1) Questions arising at any meeting of the directors and committee of directors shall be decided by a majority of votes.

 

(2)       In case of an equality of votes the chairman does not have a second or   casting vote.

 

34.               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.

 

35.               A resolution is 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 8.            DUTIES OF OFFICERS

 

36.       (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.

 

37.       The vice-president shall carry out the duties of the president during his absence.

 

 

38.       The secretary shall:

(b)               conduct the correspondence of the Society,

(c)                issue notices of meetings of the Society and directors,

(d)               keep minutes of all meetings of the Society and directors,

(e)                have custody of all records and documents of the Society

            except those required to be kept by the treasurer.

(f)                 have custody of the common seal of the Society, and

(g)                maintain the register of members.

 

39.       The Treasurer shall:

(a)        keep such financial records, 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.

 

40.       (1)            The offices of secretary and treasurer may be held by one person who shall be known as the secretary-treasurer.

 

(2)               When a secretary-treasurer holds office the total number of directors shall not be less than 5 or such greater number as may have been determined pursuant to By-Law 24(2).

 

 

41.              In the absence of the secretary from a. meeting, the directors shall appoint another person to act as secretary at the meeting.

 

PART 9.            SEAL

 

42.               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.

 

43.               The common seal shall be affixed only when authorized by a resolution of the directors and then 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 10.    BORROWING

44.              In order to carry out the purposes of the Society, the directors may, on behalf of an 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.

 

45.               No debenture shall be issued without the sanction of a special resolution.

 

46.               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 11.    AUDITOR

 

47.              This part applies only where the Society is required or has resolved to have an auditor.

 

48.               The first auditor shall be appointed by the directors who shall also fill all vacancies occurring in the office of auditor.

 

49.                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.

 

50.                An auditor may be removed by ordinary resolution.

 

51.               An auditor shall be informed forthwith in writing of appointment or removal.

 

52.               No director and no employee of the Society shall be auditor.

 

53.               The auditor may attend general meetings.

 

 

PART 12.    SOLICITORS

 

54.               Solicitors appointed as needed.

 

PART 13.    NOTICES TO MEMBERS

 

55.                A notice may be given to a member, either personally or by mail to him at his registered address.

 

56.                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 the notice has been given it is sufficient to prove that the notice was properly addressed and put in a Canadian post office receptacle.

 

57.  (1)       Notice of a general meeting shall be given to;

        (a)  every member shown on the register of  members on the

        day notice is given, and

        (b)   the auditor, if Part II applies.

      

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

 

PART 14.    BY-LAWS

 

58.               On being admitted to membership, each member is entitled to and the Society shall give him, without charge, a copy of the constitution and by-laws of the Society if requested.

 

59.               These by-laws shall not be altered or added to except by special resolution.