BYLAWS of Vernon BMX Society Name:
The name of the organization shall be Vernon BMX Society.
It shall be a nonprofit organization in the province of British Columbia.
A by-law relating generally to the conduct of the affairs of Vernon BMX Society (the "Corporation") BE IT ENACTED as a by-law of the Corporation as follows:
In this by-law and all other by-laws of the Corporation, unless the context otherwise requires:
"Act" means the Canada Not-For-Profit Corporations Act S.C. 2009, c. 23 including the Regulations made pursuant to the Act, and any statute or regulations that may be substituted, as amended from time to time;
"articles" means the original or restated articles of incorporation or articles of amendment, amalgamation, continuance, reorganization, arrangement or revival of the Corporation;
"board" means the board of directors of the Corporation and "director" means a member of the board;
"by-law" means this by-law and any other by-law of the Corporation as amended and which are, from time to time, in force and effect; "meeting of members" includes an annual meeting of members or a special meeting of members;
"special meeting of members" includes a meeting of any class or classes of members and a special meeting of all members entitled to vote at an annual meeting of members;
"ordinary resolution" means a resolution passed by a majority of not less than 50% plus 1 of the votes cast on that resolution;
"proposal" means a proposal submitted by a member of the Corporation that meets the requirements of section 163 (Member Proposals) of the Act;
"regulations" means the regulations made under the Act, as amended, restated or in effect from time to time; and
"special resolution" means a resolution passed by a majority of not less than two-thirds (2/3) of the votes cast on that resolution.
2. Financial Year End
The financial year end of the Corporation shall be October 31 in each year.
3. Borrowing Powers
If authorized by a by-law which is duly adopted by the directors and confirmed by ordinary resolution of the members, the directors of the corporation may from time to time:
a. borrow money on the credit of the corporation;
b. issue, reissue, sell, pledge or hypothecate debt obligations of the corporation; and
c. mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the corporation, owned or subsequently acquired, to secure any debt obligation of the corporation.
Any such by-law may provide for the delegation of such powers by the directors to such officers or directors of the corporation to such extent and in such manner as may be set out in the by-law.
Nothing herein limits or restricts the borrowing of money by the corporation on bills of exchange or promissory notes made, drawn, accepted or endorsed by or on behalf of the corporation.
4. Annual Financial Statements
The Corporation may, instead of sending copies of the annual financial statements and other documents referred to in subsection 172(1) (Annual Financial Statements) of the Act to the members, publish a notice to its members stating that the annual financial statements and documents provided in subsection 172(1) are available at the registered office of the Corporation and any member may, on request, obtain a copy free of charge at the registered office or by prepaid mail.
5. Membership Conditions
Each rider and parent of a rider under the age of 18 who has an active membership in any USABMX/ BMX Canada sanctioned organization shall automatically be a member of this organization. However, to become a voting member he/she must meet one or more of the following:
a) Parents or legal guardians of the currently registered riders who claim and declare on their BMX Canada membership Vernon BMX as their home track (not based on address, based on where you credit your membership) and raced a minimum of 15 times in the last 365 days at Vernon BMX or
b)currently registered within the Vernon BMX Club who have reached their 18th birthday and have raced a minimum of 15 times in the last 365 days at Vernon BMX
Non-voting members may participate in all open discussion at Vernon BMX meetings, but will not be entitled to enter a motion of vote.
Pursuant to subsection 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendments to this section of the by-laws if those amendments affect membership rights and/or conditions described in paragraphs 197(1)(e), (h), (l) or (m).
6. Transferring Membership
A membership may only be transferred to the Corporation. Pursuant to Section 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendment to add, change or delete this section of the by-laws.
7. Notice of Members Meeting
Notice of time and place of a meeting of members shall be posted online on the club's website as well through the club's social media, ie Facebook, during a period of 7-14 days before the day on which the meeting is to be held.
Pursuant to subsection 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendment to the by-laws of the Corporation to change the manner of giving notice to members entitled to vote at a meeting of members.
8. Members Calling a Members' Meeting
The board of directors shall call a special meeting of members in accordance with Section 167 of the Act, on written requisition of members carrying not less than 5% of the voting rights. If the directors do not call a meeting within twenty-one (21) days of receiving the requisition, any member who signed the requisition may call the meeting.
9. Termination of Membership
A membership in the Corporation is terminated when:
a. the member dies or resigns;
b. the member is expelled or their membership is otherwise terminated in accordance with the articles or by-laws;
c. the member's term of membership expires; or
d. the Corporation is liquidated and dissolved under the Act.
10. Effect of Termination of Membership
Subject to the articles, upon any termination of membership, the rights of the member, including any rights in the property of the Corporation, automatically cease to exist.
11. Proposals Nominating Directors at Annual Members' Meetings
Subject to the Regulations under the Act, any proposal may include nominations for the election of directors if the proposal is signed by not less than 5% of members entitled to vote at the meeting at which the proposal is to be presented.
12. Cost of Publishing Proposals for Annual Members' Meetings
The member who submitted the proposal shall pay the cost of including the proposal and any statement in the notice of meeting at which the proposal is to be presented unless otherwise provided by ordinary resolution of the members present at the meeting.
13. Place of Members' Meeting
Subject to compliance with section 159 (Place of Members' Meetings) of the Act, meetings of the members may be held at any place within Canada determined by the board or, if all of the members entitled to vote at such meeting so agree, outside Canada.
14. Persons Entitled to be Present at Members' Meetings
Members, non-members, directors and the public accountant of the Corporation are entitled to be present at a meeting of members. However, only those members entitled to vote at the members' meeting according to the provisions of the Act, articles and by-laws are entitled to cast a vote at the meeting.
15. Chair of Members' Meetings
In the event that the chair of the board and the vice-chair of the board are absent, the members who are present and entitled to vote at the meeting shall choose one of their number to chair the meeting.
16. Quorum at Members' Meetings
A quorum at any meeting of the members (unless a greater number of members are required to be present by the Act) shall be a majority of the members entitled to vote at the meeting. If a quorum is present at the opening of a meeting of members, the members present may proceed with the business of the meeting even if a quorum is not present throughout the meeting.
17. Voting at Members' Meetings
At any meeting of members every question shall, unless otherwise provided by the articles or by-laws or by the Act, be determined by a majority of the votes cast on the questions. In case of an equality of votes either on a show of hands or on a ballot or on the results of electronic voting, the chair of the meeting in addition to an original vote shall have a second or casting vote.
18. Participation by Electronic Means at Members' Meetings
Participation at meetings of members may not be by telephonic, electronic or other communication facility.
19. Members' Meeting Held Entirely by Electronic Means
Meetings of members may not be held entirely by telephonic, an electronic or other communication facility.
20. Number of Directors
a)The President/Track Operator, Vice President, Secretary/Registration Director, treasurer, Track Director, Concession Director, New Rider Educator, Promotions Director, Member at Large
b)The number of directors must be 5 or a greater number determined from time to time at a general meeting.
c) Each director is for the term of one year.
The Elected Directors of the Society shall be as follows:
1. President/Track Operator- Shall preside over meetings, verse membership functions, and act as a liaison with the community, media, members and parents. Volunteer coordinator for race events.
2. Vice President- Shall assist with the President and assume all responsibility of the President in the President’s absence.
3. Track Director- Responsible for track construction and maintenance, track grooming and repair before and during a race. Also cancelling a race due to weather or any unforeseen circumstances.
4. Secretary/Reg Director- Takes minutes at the monthly meeting and distribute. Responsible for all the track’s race day administration needs, including being the liaison between the Board of Directors and Registration Volunteers.
5. Treasurer- shall keep accurate records of all monies and financial transactions. Must demonstrate competency in accounting and bookkeeping skills.
6. Concession Director- shall be responsible for the operations and management of the concessions area and Volunteers.
7. Promotions Director- shall promote Vernon BMX to local Businesses to secure sponsorship to aid in funds for the non-profit organization.
8. New Rider Educator- Is Responsible for setting up race events early to welcome new members and people wanting info for becoming a member. As well as takedown after an event, to be available for any new members questions.
9. Member at Large- To be directed by the President/Track Director
21. Term of Office of Directors
The directors shall be elected to hold office for a term expiring not later than the close of the next annual meeting of members following the election.
22. Calling of Meetings of Board of Directors
Meetings of the board may be called by the chair of the board, the vice-chair of the board or any two (2) directors at any time; provided that for the first organization meeting following incorporation, such meeting may be called by any director or incorporator. If the Corporation has only one director, that director may call and constitute a meeting.
23. Notice of Meeting of Board of Directors
Notice of the time and place for the holding of a meeting of the board shall be given in the manner provided in the section on giving notice of meeting of directors of this by-law to every director of the Corporation not less than 7 days before the time when the meeting is to be held. Notice of a meeting shall not be necessary if all of the directors are present, and none objects to the holding of the meeting, or if those absent have waived notice of or have otherwise signified their consent to the holding of such meeting. Notice of an adjourned meeting is not required if the time and place of the adjourned meeting is announced at the original meeting. Unless the by-law otherwise provides, no notice of meeting need specify the purpose or the business to be transacted at the meeting except that a notice of meeting of directors shall specify any matter referred to in subsection 138(2) (Limits on Authority) of the Act that is to be dealt with at the meeting.
24. Voting at Meetings of the Board of Directors
At all meetings of the board, every question shall be decided by a majority of the votes cast on the question. In case of an equality of votes, the chair of the meeting in addition to an original vote shall have a second or casting vote.
25. Appointment of Officers
The board may designate the offices of the Corporation, appoint officers on an annual or more frequent basis, specify their duties and, subject to the Act, delegate to such officers the power to manage the affairs of the Corporation. A director may be appointed to any office of the Corporation. An officer may, but need not be, a director unless these by-laws otherwise provide. Two or more offices may be held by the same person.
26. By-laws and Effective Date
Subject to the articles, the board of directors may, by resolution, make, amend or repeal any by-laws that regulate the activities or affairs of the Corporation. Any such by-law, amendment or repeal shall be effective from the date of the resolution of directors until the next meeting of members where it may be confirmed, rejected or amended by the members by ordinary resolution. If the bylaw, amendment or repeal is confirmed or confirmed as amended by the members it remains effective in the form in which it was confirmed. The bylaw, amendment or repeal ceases to have effect if it is not submitted to the members at the next meeting of members or if it is rejected by the members at the meeting.
This section does not apply to a by-law that requires a special resolution of the members according to subsection 197(1) (fundamental change) of the Act because such by-law amendments or repeals are only effective when confirmed by members.