Bylaws

Constitution

The name of the society is: “The British Columbia Archery Association,” hereafter referred to as the Society.

The purpose of the Society is to perpetuate, foster and manage the practice of archery, in all its forms, in British Columbia, including, and without limiting the generality of the foregoing:

1. adopting, interpreting and enforcing rules for the practice of archery,
2. holding annual tournaments to determine the champions of the Society, and
3. acting in general as the supreme governing body in all matters that pertain to archery in the province of British Columbia, Canada.

Bylaws

Part 1 – Interpretation

1. In these bylaws, unless the context otherwise requires:

“Affiliate” means every archery organization that becomes and remains an affiliate in accordance with these bylaws;

“Archery Organization” means a club, having a president, vice president and secretary; an association; or a private concern offering an archery program to its members;

“Board” means the Board of Directors of the Society;

“Directors” means the directors of the Society for the time being;

“Document” means a written instrument, including a notice, order, certificate, register, letter, report, return, account, summons or legal process;

“Electronic Means” means any electronic or digital system or combination of electronic or digital systems, including mail, telephonic, facsimile, electronic, radio, computer or internet-based technology or other communication facility or medium, that:

1. in relation to a meeting or proceeding, permits all participants to communicate with each other or otherwise participate in the meeting or proceeding adequately, simultaneously and instantaneously, in a manner comparable, but not necessarily identical, to a meeting or proceeding where all participants are present in the same location, and
2. in relation to a vote, permits all eligible voters to cast a vote on the matter for determination in a manner that adequately discloses their intentions;

“Member” means every person who becomes and remains a member in accordance with these bylaws;

“Ordinary Resolution” means

1. a resolution passed in a general meeting by a simple majority of the votes cast, whether the Member is participating in person or by Electronic Means, or
2. a resolution that has been submitted to the members of the Society and consented to in writing by 2/3 of the members who would have been entitled to vote on it at a general meeting of the Society, and a resolution so consented to is deemed to be an ordinary resolution passed at a general meeting of the Society;

“Registered Address” of a member means the member’s address as recorded in the register of members, and may consist of a mailing address or an e-mail address;

“Societies Act” means the Societies Act of British Columbia from time to time in force and all amendments to it;

“Special Resolution” means

1. a resolution passed in a general meeting by a majority of not less than 2/3 of the votes cast of those members of the Society who, being entitled to do so, vote, whether the Member is participating in person or by Electronic Means,
   1. of which the notice that the bylaws provide, and not being less than 14 days’ notice, specifying the intention to propose the resolution as a special resolution has been given, or
   2. if every member entitled to attend and vote at the meeting agrees, at a meeting of which less than 14 days’ notice has been given,
2. a resolution consented to in writing by every member of the Society who would have been entitled to vote on it at a general meeting of the Society, and a resolution so consented to is deemed to be a special resolution passed at a general meeting of the Society.

2. Words importing the singular include the plural and vice versa, and words importing a male person include a female person and persons having non-binary gender identifications.

Part 2 – Membership and Affiliation

3. The classes of membership and affiliation, including associated rights and privileges, must be determined by the directors; different classes of membership or affiliation may have different rights and privileges, except no class of affiliate shall have any right to vote at any meeting of the Society.
4. The amount of the annual membership and affiliation dues, including any discounts or rebates, must be determined by the directors; different classes of membership or affiliation may have different dues, discounts and rebates.
5. A person may apply to the directors for membership in the Society and on acceptance by the directors is a member.
6. An archery organization may apply to the directors for affiliation with the Society and on acceptance by the directors is an affiliate.
7. Every member and affiliate must uphold the constitution and comply with these bylaws.
8. A person ceases to be a member of the Society
   1. by delivering his resignation in writing to the secretary of the Society,
   2. on his death,
   3. on being expelled, or
   4. on being a member not in good standing.
9. An archery organization ceases to be an affiliate of the Society
   1. by delivering its resignation in writing to the secretary of the Society,
   2. on its dissolution,
   3. on being expelled, or
   4. on being an affiliate not in good standing.
10. a. The directors, by resolution and in accordance with these bylaws, may expel a member or affiliate.
    1. The directors must determine the procedures for expelling a member or affiliate, including:
       1. the giving of notice of, and reasons for, the proposed expulsion to the person or archery organization who is the subject of the proposed expulsion;
       2. the opportunity for the person or archery organization to be heard by the directors before the resolution is put to a vote; and
       3. the opportunity for the person or archery organization to appeal the decision of the directors to the members, and for the members to uphold or reverse the decision of the directors;

    and these procedures must be approved by an ordinary resolution passed at a general meeting.

11. All members and affiliates are in good standing except one who has failed to pay the current annual membership or affiliation fee, or any other subscription or debt due and owing by the member or affiliate to the Society, and the member or affiliate is not in good standing so long as the debt remains unpaid.

Part 3 – Meetings of Members

12. General meetings of the Society must 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 think fit, convene an extraordinary general meeting.
15. a. 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.
    1. 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.
    2. If the Board has determined to permit participation in a general meeting by Electronic Means, notice of the meeting must inform Members and other participants, if any, that they may participate by Electronic Means and provide instructions on how this may be done.
16. 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:
    1. all business at an extraordinary general meeting except the adoption of rules of order, and
    2. all business conducted at an annual general meeting, except the following:
       1. the adoption of rules of order,
       2. the consideration of the financial statements,
       3. the report of the directors,
       4. the report of the auditor,
       5. the election of directors,
       6. the appointment of an auditor, and
       7. 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 reports of the directors issued with the notice convening the meeting.
18. Business, other than the 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.
19. A quorum is three members present, in person or by Electronic Means, or a greater number that the members may determine at a general meeting.
20. Subject to bylaw 21), the directors present at a meeting must choose one of their number to be the chair at that meeting.
21. If no director is present within 15 minutes after the time appointed of holding the meeting, the members present at a meeting must choose one of their number to be the chair at that meeting.
22. a. A resolution proposed at a meeting need not be seconded, and the chair of a meeting may move or propose a resolution.
    1. In the case of a tie vote, the chair does 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 does not pass.
23. a. A member in good standing present at a meeting of members, and being at least 16 years of age, is entitled to one vote.
    1. Voting is by show of hands, written ballot, or Electronic Means.
    2. Voting by proxy is not permitted.

Part 5 – Directors and Officers

24. 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:
       1. all laws affecting the Society,
       2. these bylaws, and
       3. rules, not being inconsistent with these bylaws, that are made from time to time by the Society in a general meeting.
    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.
25. The following positions are the directors of the Society:
    1. President
    2. Vice President – Administration
    3. Vice President – Technical
    4. Vice President – Finance
    5. Vice President – 3D & Bowhunting
    6. Director at Large
    7. Vice President – Athlete Development
26. 1. Not more than one director position may be held by one person.
       2. Notwithstanding bylaw 26.a., a director may hold one or more other positions in the Society.
27. Subject to bylaw 28., the directors shall be elected by the members of the Society and shall hold their offices for a term of two years from election at an annual general meeting, and
    1. the terms of office of the President, Vice President – 3D & Bowhunting, Director at Large and Vice President – Athlete Development shall be concurrent, and
    2. the terms of office of the Vice President – Administration, Vice President – Technical and Vice President – Finance shall be concurrent.
28. a. The directors must retire from office at the end of the annual general meeting when their successors are elected.
    2. Separate elections must be held for each office to be filled.
    3. An election may be by acclamation; otherwise it must be by ballot.
    4. If a successor is not elected, one may be appointed pursuant to Bylaw 29..
29. a. If a director resigns his office or otherwise ceases to hold office, the remaining directors must appoint a member to take the place of the former director.
    2. A director so appointed holds office only until the next annual general meeting of the Society, but is eligible for re-election at the meeting.
    3. A director elected at this meeting holds office until the normal term of office expires in accordance with bylaw 27) i) and ii).
    4. An act or proceeding of the directors is not invalid merely because there is fewer than the prescribed number of directors in office.
30. a. 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
    2. If the members do not elect a successor, one must be appointed pursuant to bylaw 29).
31. A director must not be remunerated for being or acting as a director, but a director must be reimbursed for all expenses necessarily and reasonably incurred by the director while engaging in the affairs of the Society.

Part 6 – Proceedings of Directors

32. a. 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 at meetings either in person or by Electronic Means, and unless so set the quorum is a majority of the directors then in office.
    3. Board meetings are chaired by the President, and if the President is not in attendance, the meeting will be chaired by the VP-Administration. If neither are present, those Directors in attendance will select one of their number to chair the meeting.
    4. A director may at any time, and the secretary, on the request of a director, must, convene a meeting of the directors.
33. a. The directors may delegate, as they see fit, any, but not all, of their powers to committees consisting of at least one director.
    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.

34. a. The members of a committee may meet and adjourn as they think proper.
    2. The members of a committee present at a meeting must choose one of their number to be the chair at that meeting.
35. Questions arising at a meeting of the directors or a committee must be decided by a majority of votes.
36. a. A resolution proposed at a meeting need not be seconded, and the chair of a meeting may move or propose a resolution.
    2. In the case of a tie vote, the chair does 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 does not pass.
    3. Voting is by show of hands, written ballot, or Electronic Means.
    4. Voting by proxy is not permitted.
37. 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. An affirmation sent by electronic means from the director’s registered address qualifies as a signature.

Part 7 – Duties of Officers

38. The Officers of the Society are the President, Vice-President - Finance, Secretary and the Executive Director.
39. The Vice President – Administration must carry out the duties of the President during the president’s absence.
40. The position of Secretary will be held by the Executive Director unless the Directors determine otherwise.
    1. The Directors may appoint a Secretary, who need not be a Director. The process used to appoint the Secretary will involve voting by Directors and the Secretary will be supervised by the Executive Director.
41. The Officers will have the following responsibilities:
    1. The President
       1. is responsible for the supervision of the Directors and Officers,
       2. is responsible for the general affairs of the Society, and
       3. will perform such other duties as may from time to time be established by the Board.
    2. The Secretary must:
       1. conduct the correspondence of the Society;
       2. issue notices of meetings of the Society and directors;
       3. keep minutes at all meetings of the Society and directors;
       4. have custody of all records and documents of the Society except those required to be kept by the Vice President - Finance;
       5. have custody of the common seal of the Society;
       6. maintain the register of members; and
       7. will perform such other duties as may from time to time be established by the Board.
    3. The Vice President - Finance must:
       1. keep, or cause to be kept, the financial records of the Society, including books of account, necessary to comply with the Societies Act, and
       2. render, or cause to be rendered, financial statements to the directors, members and others when required, and
       3. will perform such other duties as may from time to time be established by the Board.
    4. The Executive Director is the Chief Executive Officer of the Society and will be responsible for the management and supervision of the operations of the Society.
    5. In the absence of the Secretary from a meeting, the directors present must appoint another person to act as secretary at that meeting.
42. The Board may, from time to time and subject to the Act, vary, limit or add to the powers and duties of any Officer.

Part 8 – Executive Committee

43. to 45. is repealed.

Part 9 – Zone Representatives

46. to 50. is repealed.

Part 10 – Policies

51. The directors, by resolution and in accordance with these bylaws, must make, and may change from time to time, policies with respect to:
    1. the procedures for the election of directors;
    2. repealed;
    3. the responsibilities of each director;
    4. repealed;
    5. the responsibilities of any paid staff;
    6. tournaments sponsored by the Society;
    7. the rules to be used at tournaments sponsored by the Society; and
    8. provisions to transition the Society to these bylaws in the shortest time practicable.
52. The directors, by resolution and in accordance with these bylaws, may make and change from time to time, policies with respect to:
    1. the qualifications of directors, volunteer positions and paid staff;
    2. the responsibilities of volunteer positions; and
    3. any other matter.

Part 11 – Seal

53. The directors may provide a common seal for the Society and may destroy a seal and substitute a new seal in its place.
54. 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.
55. Despite bylaw 40 e), the directors may by resolution appoint a custodian of the seal, other than the Secretary, for purposes specified in the resolution.

Part 12 – Borrowing

56. 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.
57. A debenture must not be issued without the authorization of a special resolution.
58. The members may, by special resolution, restrict the borrowing powers of the directors, and a restriction so imposed expires at the next annual general meeting.

Part 13 – Auditor

59. At each general annual 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.
60. An auditor may be removed by ordinary resolution.
61. An auditor must be promptly informed in writing of his appointment or removal.
62. A director or employee of the Society must not be its auditor.
63. The auditor may attend general meetings.

Part 14 – Notice to Members

64. A notice must be given not less than 14 days prior to the date
    1. on which a general meeting is to be convened, or
    2. by which a written response is due in the case of a resolution submitted in writing to the members of the Society.

65. A notice may be given to a member, either personally, by mail or by electronic means to the member at the member’s registered address.
66. A notice sent by mail is deemed to have been given on the second day following the day on which the notice is posted, and in proving that notice has been given, it is sufficient to prove the notice was properly addressed and put in a Canadian post office receptacle.
67. A notice sent by electronic means is deemed to have been given on the first day following the day on which the notice is sent, and in proving that notice has been given, it is sufficient to prove the notice was properly addressed and successfully sent.
68. a. Notice of a general meeting must be given to
    1. every member shown on the register of members on the day notice is given, and
    2. the auditor.

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

Part 15 – Dissolution of the Society

69. Should the Society cease to operate, all funds and assets at the time of dissolution will revert to the Government of British Columbia for disposition by the Minister responsible for sports.

Part 16 – Bylaws

70. On being admitted to membership, each member is entitled to, and the Society must provide without charge, a copy of the constitution and bylaws of the Society.
71. These bylaws must not be altered or added to except by special resolution.

As approved by the members: September 4, 2020