ANIMAL ADVOCATES SOCIETY OF BC - BC SPCA BYLAWS AND CONSITUTION

17108.69927.HJM.2130588.5 – Revised April 26, 2003

CONSTITUTION

THE BRITISH COLUMBIA SOCIETY FOR

THE PREVENTION OF CRUELTY TO ANIMALS

1. The name of the Society is “The British Columbia Society for the Prevention of Cruelty

to Animals”.

2. The objects of the Society are to prevent cruelty to and promote the welfare of animals.

Without limiting the generality of the foregoing, the Society may:

(a) enforce the existing laws, having as their object the prevention of cruelty to

animals or the protection of animals;

(b) exercise the powers granted to the Society by the Prevention of Cruelty to Animals

Act, and amendments thereto, of the Province of British Columbia;

or the protection and welfare of animals;

(d) promote, encourage and carry out education in the humane treatment of animals;

(e) form and establish Branches in its discretion in any part of the Province and

define the geographic boundaries of such Branches, and require that such

Branches comply with the Constitution and Bylaws of the Society and with any

rules, policies and directions the Society may make from time to time;

(f) establish and operate shelters for the reception and care of animals, in particular

sick, injured, stray, seized, or unwanted animals, and provide facilities for the

humane destruction of animals;

(g) enter into agreements with the Government of the Province of British Columbia,

with any Municipality or Regional District or with any other local governmental

authority to act as pound keeper in any defined area within the Province and to

operate animal shelters in conformity with the principles of the Society;

(h) make awards to persons performing acts of outstanding bravery or endurance for

the benefit of animals;

(i) make awards to animals which, by their actions, have been instrumental in saving

life or property;

(j) perform such other lawful things as are incidental, necessary or conducive to the

above purposes, including, without limitation buy, sell, exchange, develop and

mortgage property, enter into contracts and leases and employ persons.

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3. The operations of the Society are to be carried on chiefly in the Province of British

Columbia.

4. In the event of the winding up and dissolution of the Society any assets remaining after

payment of all debts and obligations shall be distributed to a recognized charitable

organization in the Province of British Columbia with similar objects, failing which then

to a suitable level of local government. This clause is unalterable.

17108.69927.HJM.2130588.5 – Revised April 26, 2003

BYLAWS

THE BRITISH COLUMBIA SOCIETY FOR

THE PREVENTION OF CRUELTY TO ANIMALS

TABLE OF CONTENTS

1. INTERPRETATION ........................................................................................................ 1

1.1. Definitions .............................................................................................................. 1

1.2. Number and Gender ............................................................................................. 2

1.3. Headings................................................................................................................. 2

2. MEMBERSHIP................................................................................................................. 2

2.1. Generally................................................................................................................ 2

2.2. Categories of Membership and Application ....................................................... 3

2.3. Duties of Members ................................................................................................ 3

2.4. Rights and Privileges of Members ....................................................................... 3

2.5. Membership Dues.................................................................................................. 4

2.6. Cessation of Membership ..................................................................................... 4

2.7. Cancellation of Membership ................................................................................ 4

2.8. Good Standing ....................................................................................................... 5

3. GENERAL MEETINGS OF THE SOCIETY ............................................................... 5

3.1. Directors Determine General Meetings............................................................... 5

3.2. Annual and Extraordinary General Meetings.................................................... 5

3.3. Calling and Requisitioning Extraordinary General Meetings.......................... 5

3.4. Notice of General Meetings .................................................................................. 5

3.5. Waiving or Reducing Notice of General Meetings ............................................. 6

3.6. Time for Holding Annual General Meetings ...................................................... 6

4. PROCEEDINGS AT GENERAL MEETINGS OF THE SOCIETY........................... 6

4.1. Special Business..................................................................................................... 6

4.2. Quorum for General Meetings............................................................................. 6

4.3. Chair of General Meetings ................................................................................... 7

4.4. Adjourning and Adjourned Meetings ................................................................. 7

4.5. Procedure Regarding Resolutions ....................................................................... 7

4.6. Voting at General Meetings.................................................................................. 8

4.7. Action by Ordinary Resolution or Special Resolution....................................... 8

5. DIRECTORS..................................................................................................................... 9

5.1. Powers of Directors ............................................................................................... 9

5.2. Duties of Directors................................................................................................. 9

5.3. Who is Authorized to Bind the Society ............................................................... 9

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5.4. Number of Directors and Structure of Board .................................................... 9

5.5. Directors Must be Members ................................................................................. 9

5.6. Nomination and Election of Directors................................................................. 9

5.7. Term of Office of Directors and Eligibility for Re-Election............................ 11

5.8. Deemed Election of Directors If No Annual General Meeting........................ 11

5.9. Filling Casual Vacancies on the Board.............................................................. 11

5.10. Removal and Replacement of Directors ............................................................ 11

5.11. No Invalidity of Actions ...................................................................................... 12

5.12. Remuneration of Directors ................................................................................. 12

5.13. Disclosure of Conflicts of Interest of Directors ................................................ 12

5.14. Accountability of Directors ................................................................................ 12

5.15. Chief Executive Officer....................................................................................... 13

5.16. No Liability When Acting in Good Faith.......................................................... 14

6. PROCEEDINGS OF DIRECTORS .............................................................................. 14

6.1. Chair of Meetings of Directors........................................................................... 14

6.2. Regulation of Meetings, Voting and Notice of Meetings Held at Regular

Intervals................................................................................................................ 14

6.3. Meetings by Conference Telephone................................................................... 14

6.4. Calling Meetings and Notice............................................................................... 14

6.5. Waiver of Notice of Meetings of Directors........................................................ 15

6.6. Quorum for Meetings of Directors .................................................................... 15

6.7. Actions During a Vacancy .................................................................................. 15

6.8. Validity of Acts of Directors............................................................................... 15

6.9. Resolutions in Writing ........................................................................................ 15

6.10. Committees of Directors ..................................................................................... 16

6.11. Proceedings of Committees................................................................................. 16

7. OFFICERS....................................................................................................................... 16

7.1. Election of Officers.............................................................................................. 16

7.2. Duties of Officers................................................................................................. 16

7.3. Remuneration of Officers ................................................................................... 17

8. EXECUTIVE COMMITTEE ........................................................................................ 17

8.1. Composition ......................................................................................................... 17

8.2. Powers and Duties ............................................................................................... 17

8.3. Proceedings of Executive Committee................................................................. 18

9. BRANCHES AND COMMUNITY ADVISORY COMMITTEES ............................ 18

9.1. Continuation of Existing Branches.................................................................... 18

9.2. Formation of Branches ....................................................................................... 18

9.3. Duties of Branches............................................................................................... 18

9.4. Suspension and Dissolution of Branches........................................................... 18

9.5. Branch Meetings.................................................................................................. 19

9.6. Community Advisory Committees – Composition........................................... 19

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9.7. Duties of Community Advisory Committees .................................................... 19

9.8. Meetings of Community Advisory Committees................................................ 20

10. REGIONS AND REGIONAL COUNCILS.................................................................. 20

10.1. Regions ................................................................................................................. 20

10.2. Regional Councils - Composition....................................................................... 20

10.3. Duties of Regional Councils................................................................................ 21

10.4. Meetings of Regional Councils ........................................................................... 21

11. SEAL 22

11.1. General ................................................................................................................. 22

11.2. Affixing the Seal .................................................................................................. 22

12. FINANCIAL MATTERS ............................................................................................... 22

12.1. Legacies, Bequests, Donations and Gifts........................................................... 22

12.2. Issuance of Charitable Receipts ......................................................................... 22

12.3. Investment............................................................................................................ 22

12.4. Power to Borrow.................................................................................................. 22

12.5. Real Estate ........................................................................................................... 23

13. INDEMNITY AND PROTECTION OF DIRECTORS AND OFFICERS ............... 23

13.1. Requirement to Indemnify ................................................................................. 23

13.2. Advances on Undertaking .................................................................................. 23

13.3. Obligation of Society to Apply for Court Approval......................................... 23

13.4. Deemed Contract of Indemnification ................................................................ 23

13.5. Insurance.............................................................................................................. 24

14. NOTICE TO MEMBERS............................................................................................... 24

14.1. How to Give Notice.............................................................................................. 24

14.2. Giving Notice by Mail ......................................................................................... 24

14.3. Who is Entitled to Receive Notices .................................................................... 24

15. CONSTITUTION AND BYLAWS................................................................................ 24

15.1. Members Are Entitled to a Copy of the Constitution and Bylaws ................. 24

15.2. Amending the Constitution and Bylaws............................................................ 24

17108.69927.HJM.2130588.5 – Revised April 26, 2003

BYLAWS

THE BRITISH COLUMBIA SOCIETY FOR

THE PREVENTION OF CRUELTY TO ANIMALS

1. INTERPRETATION

1.1. Definitions

(a) In these Bylaws, unless the context otherwise requires:

(i) “Act” means the Prevention of Cruelty to Animals Act of the Province of

British Columbia from time to time in force and all amendments to it;

(ii) “Board” means the board of Directors of the Society;

(iii) “Branch” means a branch of the Society formed and established under Part

9 of these Bylaws and the Act;

(iv) “Chief Executive Officer” means the chief executive officer of the Society

appointed pursuant to Bylaw 5.15;

(v) “Code of Ethics” means the code of ethics that the Board may adopt from

time to time;

(vi) “Community Advisory Committee” means the Community Advisory

Committee of a Branch as established under Part 9 of these Bylaws;

(vii) “Directors” means the directors of the Society for the time being, elected

pursuant to these Bylaws;

(viii) “member” means a member of the Society in accordance with these

Bylaws;

(ix) “Officer” means an officer of the Society elected pursuant to these Bylaws;

(x) “ordinary resolution” means:

A. a resolution passed at a meeting by a simple majority of the votes

cast in person by those members entitled to vote,

B. in the case of a resolution voted on by mail ballot in accordance

with these Bylaws, a resolution passed by a simple majority of

votes cast in respect of the resolution by the members entitled to

vote;

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(xi) “Regional Council” means a Regional Council established by the

Directors pursuant to these Bylaws;

(xii) “Regional Councillors” means the members of Regional Councils, elected

or appointed by Community Advisory Committee members in accordance

with these Bylaws;

(xiii) ‘majority” or “simple majority” means the nearest whole number greater

than 50%.; and

(xiv) “special resolution” means:

A. a resolution passed at a meeting by a majority of not less than twothirds

(2/3) of the votes of those members who, being entitled to do

so, vote in person,

I. of which not less than 30 days’ notice specifying the intention

to propose the resolution as a special resolution has been given,

II. if every member entitled to attend and vote at the meeting

agrees, at a meeting of which less than 30 days' notice has been

given,

B. in the case of a resolution voted on by mail ballot in accordance

with these Bylaws, a resolution passed by at least two-thirds (2/3)

of the votes cast in respect of the resolution by those members

entitled to vote.

(b) The definitions in the Act apply to these Bylaws.

1.2. Number and Gender

Words importing the singular include the plural and vice versa; and words importing a

male person include a female person and a corporation and vice versa.

1.3. Headings

The headings used in these Bylaws are for convenience of reference only.

2. MEMBERSHIP

2.1. Generally

The members of the Society are those persons who are members of the Society or any

Branch when these Bylaws become effective and those persons who become members of

the Society in accordance with these Bylaws, and who, in either case, have not ceased to

be members. The Board will assign each member to the Branch operating in the area of

the member’s address or in the area nearest to the member’s address.

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2.2. Categories of Membership and Application

The categories of membership in the Society are as follows:

(a) Active Members – Any individual who applies to be an Active Member and who

the Board accepts as meeting the criteria for active membership that the Board

may establish from time to time is an Active Member. An Active Member shall

pay the annual dues established pursuant to these Bylaws. Employees of the

Society are not eligible to be Active Members. An Active Member who becomes

an employee of the Society automatically becomes an Associate Member, but,

provided he or she is in good standing, automatically becomes an Active Member

again upon ceasing to be an employee of the Society.

(b) Life Members – Any individual who applies to be a Life Member and who the

Board accepts as meeting the criteria for life membership that the Board may

establish from time to time is a Life Member. A Life Member shall pay the one

time life membership fee established pursuant to these Bylaws. Employees of the

Society are not eligible to be Life Members. A Life Member who becomes an

employee of the Society automatically becomes an Associate Member, but shall

not be required to pay annual associate membership dues, and automatically

becomes a Life Member again upon ceasing to be an employee of the Society.

Associate Member and the Board accepts as meeting the criteria for associate

membership that the Board may establish from time to time is an Associate

Member. An Associate Member shall pay the annual dues established pursuant to

these Bylaws.

(d) Honorary Members – The Board may admit as an Honorary Member any

individual who or corporation that the Board determines has made a meritorious

contribution to the Society or to the attainment of the purposes of the Society as

an Honorary Member. Honorary Members are not required to pay any

membership fees or dues.

2.3. Duties of Members

Every member must uphold the Constitution and comply with these Bylaws and the Code

of Ethics and an undertaking to do so shall be included in every membership application.

2.4. Rights and Privileges of Members

(a) Life Members and Active Members – A Life Member and an Active Member in

good standing is:

(i) eligible to hold office,

(ii) entitled to receive notice of and attend, speak and vote at general meetings

of the Branch to which such member is assigned,

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(iii) entitled to attend general meetings of the Society,

(iv) entitled to speak at a general meeting of the Society only if permitted by

the members in attendance who are entitled to vote,

(v) entitled to vote at a general meeting of the Society only if such member is

a Director or a Regional Councillor, except that a member who is both a

Director and a Regional Councillor is entitled to one vote only.

(b) Honorary Members and Associate Members – An Honorary Member and an

Associate Member in good standing is:

(i) entitled to attend general meetings of the Branch to which such member is

assigned,

(ii) entitled to attend general meetings of the Society,

(iii) entitled to speak at Branch or Society general meetings only if permitted

by the members in attendance who are entitled to vote,

(iv) not entitled to vote at any general meetings of a Branch or the Society,

(v) not eligible to hold office as a Director, Officer, Regional Councillor or

member of a Community Advisory Committee.

2.5. Membership Dues

The Directors may determine from time to time the amount of the life membership fee

and the annual active membership dues and annual associate membership dues.

2.6. Cessation of Membership

A person immediately ceases to be a member of the Society:

(a) on delivery of his or her signed resignation in writing to the address of the Society

by mail, courier or fax; or

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

(d) on having been a member not in good standing, pursuant to Bylaw 2.8, for

three consecutive calendar months.

2.7. Cancellation of Membership

The Directors may cancel the membership of a member by a resolution passed at a

meeting of the Directors by a two-thirds (2/3) vote of all Directors in office. The notice

of the meeting of Directors at which the resolution for cancellation will be considered

17108.69927.HJM.2130588.5

must include a brief statement of the reason or reasons for the proposed cancellation and a

copy of the statement must be provided to the person whose membership is the subject of

the proposed resolution. The person whose membership is the subject of the proposed

resolution must be given an opportunity to be heard at the meeting of Directors before the

resolution for cancellation is put to a vote.

2.8. Good Standing

All members are in good standing except a member who has failed to pay his or her

current annual membership dues, and he or she is not in good standing so long as the dues

remain unpaid.

3. GENERAL MEETINGS OF THE SOCIETY

3.1. Directors Determine General Meetings

General meetings of the Society will be held at such time and place within British

Columbia as the Directors decide.

3.2. Annual and Extraordinary General Meetings

Any general meeting of the Society other than an annual general meeting is an

extraordinary general meeting.

3.3. Calling and Requisitioning Extraordinary General Meetings

The Directors may, whenever they think fit, convene an extraordinary general meeting of

the Society. The Directors must convene an extraordinary general meeting without delay

if the Directors receive a requisition signed by 20% or more of the members entitled to

vote at a general meeting of the Society that states the purpose of the general meeting.

3.4. Notice of General Meetings

(a) Not less that 21 days’ notice shall be given of a general meeting of the Society,

provided that all voting members entitled to attend at the meeting may reduce or

waive such notice requirement. Notice of a general meeting of the Society must

specify the place, day and time of the meeting, and, in case of special business as

defined in Bylaw 4.1, the general nature of that business. Notice need not be

given of ordinary business, as defined in Bylaw 4.1(b)(i)-(vi). The notice must be

given as provided in these Bylaws to each Director and each Regional Councillor.

Accidental omission to give notice of a meeting to, or the non-receipt of notice of

a meeting by, any Director or Regional Councillor will not invalidate the

proceedings of that meeting.

(b) The Directors may, but are not obliged to, give notice of any general meeting to

members who are not Directors or Regional Councillors. If the Directors decide

to give notice of a general meeting to such members, they may do so in any

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manner they in good faith decide including, without limitation, by posting such

notice in Branch offices or publishing such notice in the newsletter of the Society.

3.5. Waiving or Reducing Notice of General Meetings

All Directors and Regional Councillors may, by unanimous consent in writing given

before, during or after the meeting, waive or reduce the period of notice of a general

meeting or, if all are present at the meeting, by a unanimous vote, waive or reduce the

period of notice of the meeting and an entry in the minute book of such waiver or

reduction will be sufficient evidence of the due convening of the meeting.

3.6. Time for Holding Annual General Meetings

The Society must hold an annual general meeting once in every calendar year.

4. PROCEEDINGS AT GENERAL MEETINGS OF THE SOCIETY

4.1. Special Business

Pursuant to Bylaw 3.4(a), notice must be given of special business to be conducted at a

general meeting. Special business is:

(a) all business at an extraordinary general meeting of the Society, except the

adoption of rules of order and the conduct of and method of voting at the meeting;

and

(b) all business at an annual general meeting of the Society except ordinary business.

Ordinary business at an annual general meeting of the Society is:

(i) the adoption of rules of order and the conduct of and voting at the meeting,

(ii) the consideration of the financial statements, and the respective reports of

the Directors and auditor (if any),

(iii) the election of Directors,

(iv) the appointment of the auditor, if required, and fixing the remuneration of

the auditor,

(v) any business that is brought under consideration by the report of the

Directors, and

(vi) such other business as by these Bylaws or the Act may be transacted at a

general meeting of the Society without prior notice being given.

4.2. Quorum for General Meetings

(a) No business, other than election of a person to chair the meeting and the

adjournment or termination of the meeting, may be transacted at any general

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meeting of the Society at a time when a quorum of members entitled to attend and

vote is not present. Once a quorum has been determined to be present at the

commencement of a meeting, a quorum will be deemed to be present throughout

the meeting, unless it is determined that a quorum is in fact not present. If at any

time during a general meeting it is determined that a quorum is not present,

business then in progress must be suspended until a quorum is present or until the

meeting is adjourned or terminated.

(b) A quorum is a majority of the Directors and Regional Councillors in office. Any

person who is both a Director and a Regional Councillor is counted once.

the Society in accordance with Bylaw 3.3 and a quorum is not present within

30 minutes from the time appointed for the meeting, the meeting shall be

dissolved. In any other case if a quorum is not present within 30 minutes from the

time appointed for the meeting, the meeting 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 Directors and Regional Councillors present in person shall constitute a

quorum.

4.3. Chair of General Meetings

The President or, if the President is absent, the First Vice-President or, if the First Vice-

President is absent, the Second Vice-President, is entitled to preside as chair at every

general meeting of the Society. If none of the President, First Vice-President or Second

Vice-President is present within fifteen minutes after the time appointed for holding a

general meeting or is willing to act as chair, or if the President and the First and Second

Vice-Presidents have advised the Secretary that they will not be present at the meeting,

the Directors present may choose one of their number to be chair. If all the Directors

present decline to take the chair or fail to choose one of their number to be chair, or if no

Director is present, the Regional Councillors present may choose one of their number to

be chair.

4.4. Adjourning and Adjourned Meetings

The chair may and must, if so directed by the meeting, adjourn the meeting from time to

time and from place to place, but no business may be transacted at any adjourned meeting

other than business left unfinished at the meeting from which the adjournment took place.

If a meeting is adjourned for more than ten days, notice of the adjourned meeting must be

given as in the case of an original meeting. Otherwise, it is not necessary to give any

notice of an adjourned meeting or of the business to be transacted at an adjourned

meeting.

4.5. Procedure Regarding Resolutions

No resolution proposed at a meeting need be seconded and the chair of a meeting may

move or propose a resolution. In case of an equality of votes, the chair of the meeting is

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not entitled to a casting or second vote in addition to the vote to which the chair may be

entitled as a member, and the resolution will not pass.

4.6. Voting at General Meetings

(a) Each member in good standing who is a Director and each member in good

standing who is a Regional Councillor is entitled to one vote, except that a

member who is both a Director and a Regional Councillor is entitled to one vote

only.

(b) Voting is by show of hands, unless (before or on the declaration of the result of

the show of hands) the chair directs or a member entitled to vote demands a poll

(either a standing count or a ballot). The chair must declare to the meeting the

decision on every question in accordance with the result of the show of hands or

the poll and such decision must be entered in the minutes of the meeting. A

declaration by the chair that a resolution has been carried, or carried unanimously,

or by a particular majority, or lost or not carried by a particular majority, and an

entry to that effect in the minute book of the proceedings of the Society is

conclusive evidence of the fact, without proof of the number or proportion of the

votes recorded in favour of, or against, that resolution.

A poll must be taken immediately. A demand for a poll may be withdrawn. In

any dispute as to the admission or rejection of a vote the decision of the chair

made in good faith is final and conclusive.

(d) Voting by proxy is not permitted.

4.7. Action by Ordinary Resolution or Special Resolution

Unless the Act, the Constitution or these Bylaws otherwise provide, any action to be taken

by a resolution at a general meeting of the Society or a Branch or at a meeting of a

Regional Council, a Community Advisory Committee or the Executive Committee may

be taken by an ordinary resolution. Actions that may be taken only by special resolution

are:

(a) the removal of any Director pursuant to Bylaw 5.9,

(b) the approval of interested Director contracts or transactions under Bylaw 5.13(e),

9.6(b),

(d) the removal of a Regional Councillor pursuant to Bylaw 10.2(c), and

(e) the amendment of the Constitution or Bylaws pursuant to Bylaw 15.2.

17108.69927.HJM.2130588.5

5. DIRECTORS

5.1. Powers of Directors

The Directors must manage, or supervise the management of, the affairs and business of

the Society and are authorized to exercise all such powers and do all such acts and things

as the Society may exercise and do, and which are not by these Bylaws 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 all laws affecting the Society and

these Bylaws. Without limiting the generality of the foregoing, the Directors shall

establish policies, rules and regulations to carry out the obligations and powers of the

Society under the Act, including regarding the operation of animal shelters.

5.2. Duties of Directors

In exercising the powers and performing the functions of a Director, each Director must:

(a) act honestly and in good faith and in the best interests of the Society as a whole,

and

(b) exercise the care, diligence and skill of a reasonably prudent person.

5.3. Who is Authorized to Bind the Society

No Director or any other member or employee of the Society shall act on behalf of or in

the name of the Society or undertake any obligation or enter into any contract on behalf of

or in the name of the Society unless the Director, member or employee has been

authorized by resolution of the Board.

5.4. Number of Directors and Structure of Board

The Society will have up to 16 Directors, comprised of the following:

(a) up to 12 Directors comprised of one member elected by the Regional Councillors

of each Regional Council pursuant to Bylaw 5.6; and

(b) four Directors comprised of members elected by the Regional Councillors and

Directors in office at the time of the election pursuant to Bylaw 5.6.

5.5. Directors Must be Members

A Director must be an Active Member or a Life Member in good standing as qualification

for his or her office.

5.6. Nomination and Election of Directors

(a) The Regional Councillors of each Regional Council shall elect by mail ballot one

Life Member or Active Member in good standing who is resident in the region of

that Regional Council to be a Director.

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(b) The Regional Councillors and Directors in office at the time of the electoral

process in respect to an annual general meeting shall elect by mail ballot four Life

Members or Active Members in good standing as Directors.

start to receive nominations for the election of Directors to assume office at the

next annual general meeting of the Society, the Board shall establish, and shall

send to each Director, Regional Councillor, Community Advisory Committee and

Branch, a schedule setting out:

(i) the first date when the Society will receive written nominations for

Directors,

(ii) the time and date when nominations are closed, which must be a date that

is between two and four weeks after the starting date for making

nominations,

(iii) the date by which ballots will be mailed to members entitled to vote,

which must be a date that is not more than two weeks after the date when

nominations are closed, and

(iv) the date by which the Society must receive completed ballots in order for

ballots to be counted, which must be a date that is between two and four

weeks after the date the last ballots are mailed. Ballots received after that

date shall not be counted.

(d) Nominations must:

(i) be in writing,

(ii) specify whether the nomination is for a Director referred to in Bylaw

5.4(a) or Bylaw 5.4(b),

(iii) state that the person being nominated consents to act as a Director and be

signed by that person, and

(iv) be signed by at least two members in good standing who:

A. in the case of a nomination for a Director referred to in Bylaw

5.4(a) are Life Members or Active Members who are resident in

the same Regional Council region as the nominee; and

B. in the case of a nomination for a Director referred to in Bylaw

5.4(b) are Life Members or Active Members in good standing.

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5.7. Term of Office of Directors and Eligibility for Re-Election

(a) The Directors are deemed to retire from office at the termination of the second

annual general meeting following their election, subject to clauses (b) and (c) of

this Bylaw. A retiring Director is eligible for re-election except that no person

may serve for more than three consecutive terms on the Board.

(b) Terms of office and the election of Directors shall be arranged so that

approximately one-half of the Directors referred to in Bylaw 5.4(a) and one-half

of the Directors referred to in Bylaw 5.4(b) retire from office at each annual

general meeting.

5.8. Deemed Election of Directors If No Annual General Meeting

(a) If for any reason the Regional Councillors of a Regional Council fail to elect a

Director as contemplated in Bylaw 5.6, including if a Director is not elected due

to a tie vote, the Directors in office following the annual general meeting at which

the Director to be elected by the Regional Council should have assumed office, or

where the election is held to fill a vacancy, the Directors in office at that time,

shall be entitled to appoint one Life Member or Active Member who is resident in

the region of that Regional Council to be a Director.

(b) If for any reason an insufficient number of Directors referred to in Bylaw 5.4(b) is

elected, the Directors in office following the annual general meeting at which such

Directors would have assumed office shall be entitled to appoint up to the number

of Life Members or Active Members to be Directors as may be required to make

up the number of Directors referred to in Bylaw 5.4(b).

Directors in office following the annual general meeting at which such Directors

would normally assume office, or in the case of an election to fill a vacancy, the

determination of the Directors in office at that time, shall be final.

5.9. Filling Casual Vacancies on the Board

If there is any casual vacancy occurring in the Board:

(a) in the case of a vacancy among the Directors referred to in Bylaw 5.4(a), the

Regional Councillors from the region of the member whose position has become

vacant shall fill the vacancy by an election held pursuant to Bylaw 5.6; and

(b) in the case of a vacancy among the Directors referred to in Bylaw 5.4(b), the

Directors may fill the vacancy.

5.10. Removal and Replacement of Directors

(a) A Director referred to in Bylaw 5.4(a) may be removed from office before the

expiration of his or her period of office only by special resolution of the Regional

17108.69927.HJM.2130588.5

Councillors for the region of that Director, who then may by ordinary resolution

elect another resident in the region to complete his or her term.

(b) A Director referred to in Bylaw 5.4(b)may be removed from office before the

expiration of his or her period of office only by special resolution of the Regional

Councillors and Directors then in office, who then may by ordinary resolution

elect another Life Member or Active Member to complete his or her term.

5.11. No Invalidity of Actions

No act or proceeding of the Directors is invalid only by reason of there being fewer than

the prescribed number of Directors in office, provided that there are sufficient Directors

to form a quorum.

5.12. Remuneration of Directors

No Director is entitled to be remunerated for being or acting as a Director but a Director

is entitled to be reimbursed for all expenses that the Director necessarily and reasonably

incurs while engaged in the affairs of the Society.

5.13. Disclosure of Conflicts of Interest of Directors

Every Director of the Society who:

(a) is, directly or indirectly, interested in a proposed contract or transaction with the

Society; or

(b) holds any office or possesses any property whereby, whether directly or indirectly,

duties or interests might be created in conflict with his or her duties or interests as

a Director of the Society;

must disclose fully and promptly the fact, nature and extent of the interest or conflict by a

notice or statement in writing, which such Director must deliver to each Director of the

Society.

5.14. Accountability of Directors

A Director referred to in Bylaw 5.13 must account to the Society for profit made as a

consequence of the Society entering or performing the proposed contract or transaction

unless:

(a) the Director discloses the interest as required by Bylaw 5.13,

(b) after the disclosure the Directors approve the proposed contract or transaction, and

transaction,

or unless:

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(d) the contract or transaction was reasonable and fair to the Society at the time it was

entered into, and

(e) after full disclosure of the nature and extent of the interest in the contract or

transaction, it is approved by special resolution of the members entitled to vote at

a general meeting of the Society.

A Director referred to in Bylaw 5.13 must not be counted in the quorum at a meeting of

the Directors at which the proposed contract or transaction is approved.

5.15. Chief Executive Officer

The Board may appoint or remove a Chief Executive Officer. The Board may define the

duties, responsibilities, remuneration and privileges of the Chief Executive Officer, who

shall take direction from and report to the Board at each meeting of the Board. Without

limiting the generality of the foregoing, the Chief Executive Officer shall:

(a) be responsible for carrying out the day to day administration of the affairs of the

Society, including, without limitation, overseeing the implementation of the

policies of the Society as established by the Board from time to time; hiring and

suspending or terminating the employment of all employees; coordinating,

directing and supervising the activities of all employees in accordance with policy,

rules and regulations the Board may establish; and assisting the Community

Advisory Committees and Regional Councils in meeting as necessary to fulfil

their duties under these Bylaws;

(b) be responsible for presenting an annual budget for consideration and approval by

the Board and implementing the approved budget;

(d) issue notices of all general meetings of the Society and Branches, Directors’

meetings and Executive Committee meetings and, upon request, of all meetings of

Community Advisory Committees and Regional Councils;

(e) administer all aspects of elections;

(f) have custody of all records and documents of the Society, including the financial

records and books of account of the Society;

(g) maintain a record of all Warrants and their status;

(h) maintain a register of members of the Society and their category and monitor

whether members are in good standing;

(i) maintain a current copy of the Constitution and Bylaws of the Society, the Code

of Ethics, any policies, rules and regulations of the Society, and the Act;

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(j) ensure that the Society makes all reports and filings required under the Act.

5.16. No Liability When Acting in Good Faith

The members shall not hold the Directors, the Regional Councillors, the Chief Executive

Officer or any member acting on their behalf individually or collectively liable for

decisions and/or actions taken in good faith on behalf of the Society.

6. PROCEEDINGS OF DIRECTORS

6.1. Chair of Meetings of Directors

The President or, if the President is absent, the First Vice-President or, if the First Vice-

President is absent, the Second Vice-President, is entitled to preside as chair at every

meeting of the Directors. If none of the President, First Vice-President or Second Vice-

President is present within fifteen minutes of the time appointed for holding the meeting

or is willing to act as chair, or if the President and the First and Second Vice-Presidents,

have advised the Secretary that they will not be present at the meeting, the Directors

present may choose one of their number to be chair of the meeting.

6.2. Regulation of Meetings, Voting and Notice of Meetings Held at Regular Intervals

The Directors may meet together for the dispatch of business, adjourn and otherwise

regulate their meetings, as they think fit. Questions arising at any meeting will be decided

by a majority of votes. In case of an equality of votes the chair does not have a second or

casting vote. Meetings of Directors held at regular intervals may be held at such place, at

such time and upon such notice (if any) as the Directors may by resolution from time to

time determine.

6.3. Meetings by Conference Telephone

A Director may participate in a meeting of the Directors or of any committee of the

Directors by means of conference telephone or other communication facilities by means

of which all Directors participating in the meeting can hear each other and provided that

all such Directors agree to such participation. A Director participating in a meeting in

accordance with this Bylaw will be deemed to be present at the meeting and to have so

agreed and will be counted in the quorum for the meeting and be entitled to speak and

vote at the meeting.

6.4. Calling Meetings and Notice

The President may, and upon the request of four or more Directors must, call a meeting of

the Directors at any time. Reasonable notice of such meeting specifying the place, date

and time of such meeting must be given to each Director by telephone, or by written

notice sent by mail, fax or e-mail to each Director at his or her address as it appears on

the books of the Society, or delivered to his or her usual business or residential address.

It is not necessary to give notice of a meeting of Directors to any Director:

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(a) who is not at the time in the Province of British Columbia; or

(b) if the meeting is to be held immediately following a general meeting at which the

Director was elected or is the meeting of Directors at which the Director was

appointed.

Accidental omission to give notice of a meeting to, or the non-receipt of notice of a

meeting by, any Director will not invalidate the proceedings at the meeting.

6.5. Waiver of Notice of Meetings of Directors

Any Director may file with the Chief Executive Officer a document executed by him or

her waiving notice of any past, present or future meetings of the Directors being, or

required to have been, sent to him or her and may at any time withdraw the waiver with

respect to meetings held after the withdrawal. After filing a waiver with respect to future

meetings and until the waiver is withdrawn no notice need be given to such Director of

any meeting of Directors and all meetings of the Directors so held will be deemed not to

be improperly called or constituted by reason of notice not having been given to such

Director.

6.6. Quorum for Meetings of Directors

The Directors may fix the quorum necessary for the transaction of the business of the

Directors and if the Directors do not fix the quorum, quorum will be a majority of

Directors then in office.

6.7. Actions During a Vacancy

The continuing Directors may act notwithstanding any vacancy in their body, but, if and

so long as their number is reduced below the number fixed pursuant to these Bylaws as

the necessary quorum of Directors, the continuing Directors may act for the purpose of

summoning a general meeting of the Society, but for no other purpose.

6.8. Validity of Acts of Directors

All acts done by any meeting of the Directors or of a committee of Directors, or by any

person acting as a Director, is, notwithstanding that afterwards it is discovered that there

was some defect in the qualification, election or appointment of any such Directors or of

the members of such committee or person acting as a Director, or that they or any of them

were disqualified, as valid as if every such person had been duly elected or appointed and

was qualified to be a Director.

6.9. Resolutions in Writing

A resolution consented to in writing that all of the Directors have signed is as valid and

effectual as if it had been passed at a meeting of the Directors duly called and held. Such

resolution may be in two or more counterparts, which together will be deemed to

constitute one resolution in writing. Such a resolution must be filed with the minutes of

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the proceedings of the Directors and will be effective on the date the last Director signed

it or on any later date specified in the resolution.

6.10. Committees of Directors

The Directors may by resolution appoint one or more committees consisting in whole or

in part of such Directors and/or members in good standing as they think fit. Unless the

Directors otherwise resolve, any committee appointed under this Bylaw is advisory only.

The Director may not delegate to any committee the power to fill vacancies in the Board,

the power to change the membership of or fill vacancies in any committee of the Board or

the power to appoint or remove Officers appointed by the Directors. All committees so

appointed must keep regular minutes of their transactions, must cause the minutes to be

recorded in books kept for that purpose and must report the minutes to the Directors at

such times as the Directors may from time to time require. Committees may make rules

for the conduct of their business and may appoint such assistants as they consider

necessary.

6.11. Proceedings of Committees

Any committee may meet and adjourn as it thinks proper. A majority of members of a

committee constitutes a quorum. Questions arising at any meeting will be determined by

a majority of votes of members of the committee present, and in case of an equality of

votes the chair does not have a second or casting vote. A resolution in writing that all

members of the committee have signed is as valid and effective as if it had been passed at

a meeting of such committee duly called and held. Such resolution may be in two or

more counterparts, which together will be deemed to constitute one resolution in writing.

Such resolution must be filed with the minutes of the proceedings of the committee and

will be effective on the date the last committee member signed it, or on any later date

specified in the resolution.

7. OFFICERS

7.1. Election of Officers

The Officers of the Society are the President, the First Vice-President, the Second Vice-

President, and the Secretary-Treasurer. Each Officer shall hold office until the

termination of the annual general meeting of the Society following his or her election.

The Directors shall elect the Officers from among their number at the first meeting of the

Directors following the annual general meeting of the Society. A person must be a

Director to be an Officer.

7.2. Duties of Officers

(a) President – The President is entitled to preside at all meetings of the Society, of

the Directors and of the Executive Committee, is the official spokesperson of the

Society, is an ex officio member of every committee of the Society and supervises

the other Officers in the execution of their duties.

17108.69927.HJM.2130588.5

(b) First Vice-President – The First Vice-President, carries out the duties of the

President if the President is absent or at the request of the President, including

attending at committee meetings in place of the President at the request of the

President, and carries out such other duties as the Board or the Executive

Committee may request.

President if the President and the First Vice-President are absent or at the request

of the President, including attending at committee meetings in place of the

President at the request of the President, carries out the duties of the First Vice-

President if the First Vice-President is absent, and carries out such other duties as

the Board or the Executive Committee may request.

(d) Secretary-Treasurer – The Secretary-Treasurer:

(i) ensures that minutes of general meetings, Directors’ meetings and

Executive Committee meetings are taken;

(ii) ensures that financial records, including books of account, of the Society

are maintained;

(iii) provides financial statements to the Directors, members and others when

required; and

(iv) carries out such other duties as the Board or the Executive Committee may

request.

7.3. Remuneration of Officers

No Officer is entitled to be remunerated for being or acting as an Officer but an Officer is

entitled to be reimbursed for all expenses that the Officer necessarily and reasonably

incurs while engaged in the affairs of the Society.

8. EXECUTIVE COMMITTEE

8.1. Composition

The Executive Committee shall consist of the Officers and no more than two additional

Directors elected by the Board at the first meeting of the Board following the Annual

General Meeting of the Society.

8.2. Powers and Duties

The Executive Committee may exercise all the powers and functions of the Board

between meetings of the Board, subject only to any restrictions that the Board may

impose upon it. At each meeting of the Board, the Executive Committee shall report on

any action the Executive Committee has taken since the previous meeting of the Board.

17108.69927.HJM.2130588.5

8.3. Proceedings of Executive Committee

The Executive Committee may meet and adjourn as it thinks proper. A majority of the

members of the Executive Committee constitutes a quorum. Questions arising at any

meeting will be determined by a majority of votes of members of the Executive

Committee present, and in case of an equality of votes the chair does not have a second or

casting vote. A resolution in writing that all members of the Executive Committee have

signed is as valid and effective as if it had been passed at a meeting of the Executive

Committee duly called and held. Such resolution may be in two or more counterparts,

which together will be deemed to constitute one resolution in writing. Such resolution

must be filed with the minutes of the proceedings of the Executive Committee and will be

effective on the date the last Executive Committee member signed it, or on any later date

specified in the resolution.

9. BRANCHES AND COMMUNITY ADVISORY COMMITTEES

9.1. Continuation of Existing Branches

The Branches of the Society that exist when these Bylaws become effective are

continued, with the duties set out in these Bylaws, subject to the Act and these Bylaws. In

the case of any Branch whose Warrant is suspended when these Bylaws become effective,

the suspension shall be governed by these Bylaws.

9.2. Formation of Branches

The Board may form and establish Branches in its discretion anywhere in British

Columbia by a Warrant issued under the seal of the Society. The Warrant must state the

name of the Branch and the geographic area or boundaries of the Branch. The Chief

Executive Officer must keep a record of all Warrants that are issued. The Board may

amend any Warrant of any Branch at any time.

9.3. Duties of Branches

Every Branch must uphold the Constitution and comply with these Bylaws and the Code

of Ethics and an undertaking to do so shall be included in every Warrant.

9.4. Suspension and Dissolution of Branches

A Branch may, by resolution of its Community Advisory Council or resolution of the

voting members assigned to that Branch, voluntarily suspend or surrender its Warrant.

The Board may suspend or cancel the Warrant of any Branch. If the Warrant of a Branch

is suspended, the Community Advisory Committee of that Branch must suspend its

activities, unless the Board otherwise directs, until the Board ends the suspension. If the

Warrant of a Branch is cancelled, the Branch is automatically dissolved, the Community

Advisory Committee of that Branch is automatically terminated and, unless the Board

otherwise determines, any member of the Community Advisory Committee who is on a

Regional Council or is on the Board immediately ceases to hold that office.

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9.5. Branch Meetings

(a) Any general meeting of a Branch other than an annual general meeting is an

extraordinary general meeting.

(b) The Society must hold an annual general meeting of the members assigned to each

Branch no later than the end of February in every calendar year. At the annual

general meeting of a Branch, the members may elect the members of the

Community Advisory Committee for that Branch, in accordance with Bylaw

9.6(a).

meeting of a Branch. The Directors must convene an extraordinary general

meeting of a Branch without delay if the Directors receive a requisition signed by

10% of the voting members assigned to that Branch that states the purpose of the

meeting.

(d) Not less than 21 days’ notice shall be given of a general meeting of a Branch,

provided that all voting members entitled to attend at the meeting may reduce or

waive such notice requirement. Notice of a general meeting of a Branch must

specify the place, day and time of the meeting and the purpose of the meeting and

shall be given to the members assigned to that Branch who are entitled to receive

notice in accordance with Bylaw 2.4.

9.6. Community Advisory Committees – Composition

(a) Each Branch shall have a Community Advisory Committee comprised of not

more than 10 members who have been assigned to the Branch and who have been

elected by the voting members of the Society assigned to the Branch. At the first

meeting of the members of a Community Advisory Committee following the

annual general meeting of the Branch, the members of the Community Advisory

Committee shall elect a chair from among their number.

(b) A member of a Community Advisory Committee may be removed from office

before the expiration of his or her period of office only by special resolution of the

voting members of the Society assigned to that Community Advisory

Committee’s Branch, who then may by ordinary resolution elect another such

member to complete his or her term.

9.7. Duties of Community Advisory Committees

The duties of a Community Advisory Committee include the following:

(a) elect one of its members, who may be the chair of the Committee Advisory

Committee, to the Regional Council for the Branch in accordance with Bylaw

10.2;

(b) fundraising in the area of its Branch;

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(d) generate volunteers;

(e) provide advice to the Branch staff on the implementation of Society policies;

(f) provide advice and assistance to its Regional Council at the request of the

Regional Council;

(g) provide advice and assistance to the Board at the request of the Board.

9.8. Meetings of Community Advisory Committees

A Community Advisory Committee may meet and adjourn as it thinks proper. Quorum

for any meeting of a Community Advisory Committee is a majority of the members of the

Community Advisory Committee then in office. Questions arising at any meeting will be

determined by a majority of votes of members of the Community Advisory Committee

present, and in case of an equality of votes the chair does not have a second or casting

vote. A resolution in writing that all members of the Community Advisory Committee

have signed is as valid and effective as if it had been passed at a meeting duly called and

held. Such resolution may be in two or more counterparts, which together will be deemed

to constitute one resolution in writing. Such resolution must be filed with the minutes of

the proceedings of the Community Advisory Committee and will be effective on the date

the last Community Advisory Committee member signed it, or on any later date specified

in the resolution.

10. REGIONS AND REGIONAL COUNCILS

10.1. Regions

The Directors may divide the Province into geographic regions, may further divide any

such regions and may consolidate any such regions.

10.2. Regional Councils - Composition

(a) There shall be a Regional Council for each region referred to in Bylaw 10.1,

comprised of:

(i) one Regional Councillor elected by and from the members of each

Community Advisory Committee of each Branch within that region at its

first meeting following the annual general meeting of the Branch; and

(ii) the member elected by the Regional Council in accordance with Bylaw

10.3(a).

(b) At the first Regional Council meeting after the election of Regional Councillors

each year, the Regional Councillors of each Regional Council shall elect a chair

from among their number.

17108.69927.HJM.2130588.5

her period in office only by special resolution, in the case of a Regional

Councillor referred to in Bylaw 10.2 (a)(i), by the members of his or her

Community Advisory Committee, and in the case of a Regional Councillor

referred to in Bylaw 10.2 (a)(ii), by the remaining Directors and Regional

Councillors, in either case who then may by ordinary resolution elect another

member to complete his or her term. If a Regional Councillor referred to in

Bylaw 10.2 (a)(i) is removed, any member elected to complete the term of the

removed Regional Councillor must be a member of the same Community

Advisory Committee as the removed Regional Councillor.

10.3. Duties of Regional Councils

The duties of a Regional Council include the following:

(a) elect a Director in accordance with Bylaw 5.6(a);

(b) elect Directors in accordance with Bylaw 5.6(b);

Advisory Committees of Branches in its region and to the Board;

(d) provide advice on facility planning and delivery of the services of the Society in

its region to the staff of Branches in its region and to the Board;

(e) provide advice on budgets of the Branches in its region to those Branches and to

the Board;

(f) provide advice and assistance on special event planning in its region;

(g) provide advice and assistance to any Community Advisory Committee in its

region at the request of such Community Advisory Committee;

(h) provide advice and assistance to the Board at the request of the Board.

10.4. Meetings of Regional Councils

A Regional Council may meet and adjourn as it thinks proper. Quorum for meetings of a

Regional Council is a majority of the members of the Regional Council then in office.

Questions arising at any meeting will be determined by a majority of votes of members of

the Regional Council present, and in case of an equality of votes the chair does not have a

second or casting vote. A resolution in writing that all members of the Regional Council

have signed is as valid and effective as if it had been passed at a meeting duly called and

held. Such resolution may be in two or more counterparts, which together will be deemed

to constitute one resolution in writing. Such resolution must be filed with the minutes of

the proceedings of the Regional Council and will be effective on the date the last

Regional Council member signed it, or on any later date specified in the resolution.

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11. SEAL

11.1. General

The Directors may provide for a common seal for the Society and may from time to time

destroy it and substitute a new seal in its place.

11.2. Affixing the Seal

The common seal for the Society must not be affixed except in the presence of any two

Directors or such person or persons as the Directors may from time to time by resolution

appoint, who must sign such instrument. For the purpose of certifying under seal true

copies of any document or resolution the seal may be affixed in the presence of any one

of the foregoing persons.

12. FINANCIAL MATTERS

12.1. Legacies, Bequests, Donations and Gifts

The Society shall receive all legacies, bequests, donations and gifts made to the Society or

any Branch. The Society shall respect the wishes of any person making the legacy,

bequest, donation or gift to the Society or any Branch who expresses an intention or

direction as to the use of such legacy, bequest, donation or gift.

12.2. Issuance of Charitable Receipts

Only persons who have been authorized by the Directors may issue any official receipt

under the name of the Society in respect of legacies, bequests, donations or gifts received

by the Society.

12.3. Investment

Funds not immediately required for the operations of the Society may be invested in

insured deposits in any chartered bank, trust company or credit union, or in those

securities in which life insurance companies are authorized to invest, except that the

Society shall not be required to realize any investment received as a legacy, bequest,

donation or gift that is not of a type authorized under this Bylaw.

12.4. Power to Borrow

The Directors may from time to time on behalf of the Society:

(a) borrow money in such manner and amount, on such security, from such sources

and upon such terms and conditions as they think fit;

(b) issue bonds, debentures and other debt obligations either outright or as security for

any liability or obligation of the Society or any other person; and

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any part of the property and assets, of the Society (both present and future).

12.5. Real Estate

All real property received or acquired by the Society shall be registered in the name of the

Society.

13. INDEMNITY AND PROTECTION OF DIRECTORS AND OFFICERS

13.1. Requirement to Indemnify

The Society shall indemnify and hold harmless every person who has been, is now, or is

in the future a Director or Officer of the Society and his or her heirs and legal

representatives against all costs, charges and expenses, including an amount paid to settle

an action or satisfy a judgment, that he, she or they actually and reasonably incur in a

civil, criminal or administrative action or proceeding to which he or she is or they are

made a party by reason of being or having been a Director or Officer of the Society,

including an action brought by the Society if:

(a) he or she acted honestly and in good faith with a view to the best interests of the

Society, and

(b) in the case of a criminal or administrative action or proceeding, he or she had

reasonable grounds for believing his or her conduct was lawful.

13.2. Advances on Undertaking

In the discretion of the Directors, the Society may advance the amount of any expenses

incurred with respect to any claim, action, suit or proceeding prior to its final disposition

upon receipt of an undertaking, that the Directors find to be satisfactory in form and

amount, by or on behalf of the recipient to repay the amount advanced unless it is

ultimately determined that the recipient is entitled to indemnification under this Part.

13.3. Obligation of Society to Apply for Court Approval

The Society shall apply to the Supreme Court of British Columbia for any approval of the

Supreme Court of British Columbia that may be required to make the indemnities in this

Part effective and enforceable.

13.4. Deemed Contract of Indemnification

Each Director and Officer of the Society on being elected is deemed to have contracted

with the Society on the terms of the indemnities in this Part. These indemnities shall

continue in effect with regard to actions arising out of the term each Director or Officer of

the Society held such office or position, even if he or she no longer continues to hold that

office or position.

17108.69927.HJM.2130588.5

13.5. Insurance

The Directors may cause the Society to purchase and maintain insurance for the benefit of

any person who is or was serving as a Director or Officer of the Society or any other

entity, his or her heirs and personal representatives, against any liability incurred by him

or her as such Director or Officer and Bylaws 5.13 and 5.14 will not apply to the purchase

or maintenance of that insurance.

14. NOTICE TO MEMBERS

14.1. How to Give Notice

A notice, statement or report (in this Part, a “notice”) may be given or delivered by the

Society to any member either by personal delivery or by mail to the address of the

member as recorded in the register of members of the Society.

14.2. Giving Notice by Mail

If a notice is sent by mail, delivery of the notice will be deemed to be effected by properly

addressing, prepaying and mailing the notice and the notice will be deemed to have been

given on the day, Saturdays, Sundays and holidays excepted, following the date of

mailing. A certificate signed by the Secretary or other Officer of the Society or of any

other entity acting in that behalf for the Society that the letter, envelope or wrapper

containing the notice, statement or report was so addressed, prepaid and mailed will be

conclusive evidence thereof.

14.3. Who is Entitled to Receive Notices

Notice of every general meeting must be given to every member shown on the register of

members on the day notice is given who is entitled to receive notice, and, in respect of

general meetings of the Society, to the auditor if one is required. No other person is

entitled to receive notice of general meetings.

15. CONSTITUTION AND BYLAWS

15.1. Members Are Entitled to a Copy of the Constitution and Bylaws

On being admitted to membership, on request, a member is entitled to, and the Society

must provide him or her with, a copy of the Constitution and Bylaws of the Society free

of charge or, if the Directors so resolve, on payment of an amount set by the Directors to

help cover production and distribution costs of the Constitution and Bylaws.

15.2. Amending the Constitution and Bylaws

The Constitution and the Bylaws may only be amended by a special resolution passed by

the Regional Councillors and Directors then in office.