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Back Country Horsemen of British Columbia

Back Country Horsemen Society of British Columbia - Constitution

BACK COUNTRY HORSEMEN SOCIETY OF BRITISH COLUMBIA

Rev. AGM 6.2.2012.
CONSTITUTION

Approved & Registered-Victoria 1.2.2013

(CLICK HERE For a printable PDF file)

1. The name of the society shall be BACK COUNTRY HORSEMEN SOCIETY OF
BRITISH COLUMBIA, (hereinafter referred to as the Society).

2. The purpose of the Society shall be:
  a) to work together with recreational groups, government agencies and the general public   to promote awareness and understanding for a cooperative wilderness experience.
  b) to build new trails, trailheads and other facilities for horsemen.
  c) to maintain and preserve existing trails - wilderness or urban.
  d) to promote educational programs in safety, courtesy and environmental awareness.
  e) to preserve access for Canadians to use horses and mules (equines) on public lands.

3. On dissolution of the Society and after payment of all debts and liabilities, the remaining assets of the Society shall be distributed to such charitable British Columbia organization or organization as may be decided by the members aforesaid.

4. The Society business shall be carried on without purpose of gain for its members and any profits or other accretions to the Society shall be used for promoting its objects.

5. Clauses 3 and 4 are unalterable.

BYLAWS

Part 1—Interpretation

1.1 In these bylaws, unless the context otherwise requires, "board”, “directors”, or “board of directors” mean the directors of the society for the time being; “chapter” or “regional chapter” mean a chapter formed in accordance with these bylaws; “officer” means the president, vice-presidents, secretary, treasurer, and such other persons elected or appointed to the society’s executive from time to time under these bylaws; “registered address” of a member means the member’s address as recorded in the register of members; “Society Act” means the Society Act of British Columbia from time to time in force and all amendments to it; 1.2 The definitions in the Society Act on the date these bylaws become effective
apply to these bylaws.

2.1 Words signifying the singular include the plural and vice versa, and words signifying a male person include a female person and sole proprietorship, partnerships, corporations, cooperatives societies and non profit organizations.

Part 2—Membership

2.1 The members of the society are the applicants for incorporation of the society, and those persons who subsequently become members, in accordance with these bylaws and, in either case, have not ceased to be members.
2.2 A person may apply to a regional chapter or to the directors for membership in the society, and on acceptance by the regional chapter or the directors is a member of the society.
2.3 Every member must uphold the constitution and comply with these bylaws.
2.4 The amount of the first annual membership fees must be determined by the
directors, and after that the annual membership fees must be determined at the
annual general meeting of the society.
2.5 A person ceases to be a member of the society
  (a) by delivering his or her resignation in writing to the secretary of the society or by mailing or delivering it to the address of the society,
  (b) on his or her death, or
  (c) on being expelled, or
  (d) on having been a member not in good standing for three (3) consecutive months.
2.6 (1) A member may be expelled by a resolution of the directors passed at a directors’ meeting.
  (2) The notice of resolution for expulsion must be accompanied by a brief statement of the reasons for the proposed expulsion.
  (3) Before the resolution is put to a vote, the directors must elect or appoint a panel of (3) three  directors to investigate the proposed expulsion and make a recommendation to the board of directors.
  (4) The person who is the subject of the proposed resolution for expulsion must be given an opportunity to be heard by the panel before the resolution is put to a vote.
  (5) The board of directors may accept or reject the panel’s recommendation, as the board sees fit.
2.7 All members are in good standing except a member who has failed to pay his or her current annual membership fee, or any other subscription or debt due and owing by the member to the society, and the member is not in good standing so long as the debt remains unpaid.
2.8 All memberships are considered single. Each person seeking membership must
pay the required annual membership fee and any other subscription or membership fee that may be set by the directors from time to time.
2.9 Annual membership fees must be paid on or before January 1st in each year or such other date as the directors may determine.

Part 3—Meetings of Members

3.1 General meetings of the society must be held at the time and place, in accordance with the Society Act, that the directors decide.
3.2 Every general meeting, other than an annual general meeting, is an extraordinary general meeting.
3.3 The directors may, when they think fit, convene an extraordinary general meeting.
3.4 (1) 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.
  (2) Provided that ninety (90) percent of the entitled voting members as of the date of the meeting did receive notice of the meeting, then 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.
3.5 The first annual general meeting of the society must be held not more than fifteen (15) months after the date of incorporation, and after that an annual general meeting must be held at least once in every calendar year and not more than fifteen (15) months after the holding of the last preceding annual general meeting.

Part 4—Proceedings at General Meetings


4.1 Special business is
  a) all business at an extraordinary general meeting except the adoption of rules of order, and
  (b) all business conducted at an annual general meeting, except the following:
       (i) the adoption of rules of order;
       (ii) the consideration of the financial statements;
       (iii) the report of the directors;
       (iv) the report of the auditor, if any;
       (v) the election of directors;
      (vi) the appointment of the auditor, if required;
      (vii) 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 report of the directors issued with the notice convening the meeting.
4.2 (1) 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.
  (2) If at any time during a general meeting a quorum ceases to be present, business then in progress must be suspended until there is a quorum present or until the meeting is adjourned or terminated.
  (3) A quorum for general meetings is ten (10) members present or a greater number that the members may determine at a general meeting.
 (4) A quorum for chapter meetings is five (5) members present or a greater number that the members may determine at a chapter meeting.
4.3 If within thirty (30) minutes from the time appointed for a general meeting a quorum is not present, the meeting, if convened on the requisition of members, must be terminated, but in any other case, it must 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 thirty (30) minutes from the time appointed for the meeting, the members present constitute a quorum.
4.4 Subject to bylaw 4.5, the president of the society, one of the vice-presidents or, in
the absence of all of them, one of the other directors present, must preside as
chair of a general meeting
4.5 If at a general meeting
  (a) there is no president, vice-president, or other director present within fifteen (15) minutes after the time appointed for holding the meeting, or (b) the president and all the other directors present are unwilling to act as the chair, the members present must choose one of their number to be the chair.
4.6 (1) A general meeting may be adjourned from time to time and from place to place, but business must not be conducted at an adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.
  (2) When a meeting is adjourned for ten (10) days or more, notice of the adjourned meeting must be given as in the case of the original meeting.
  (3) Except as provided in this bylaw, it is not necessary to give notice of an adjournment or of the business to be conducted at an adjourned general meeting.
4.7 (1) A resolution proposed at a meeting needs to 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 or she may be entitled as a member, and the proposed resolution does not pass.
4.8 (1) A member in good standing present at a meeting of members is entitled to one vote.
  (2) Voting is by show of hands or, if requested by two (2) members present, by secret ballot.
  (3) Voting by proxy is not permitted.

Part 5—Directors and Officers


5.1 (1)The affairs of the society shall be managed by a board of directors consisting of (a) the chair of each regional chapter or an alternate delegate to be elected by the chapter. (c) an executive consisting of a president, one or more vice-presidents, a secretary, a treasurer, and such other officers as the members may decide, elected by the members of the society at an annual general meeting.
  (2) The number of directors must be five (5) or a greater number determined from time to time at a general meeting.
5.2 (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
   (a) all laws affecting the society,
   (b) these bylaws, and
   (c) 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.
5.3 (1) Directors must be members in good standing of the society and must have attained the age of majority.
  (2) The term of office of a director representing a regional chapter is two (2) years from the date of the chapter’s annual general meeting at which that director was elected.
  (3) The term of office of the president, vice-presidents, secretary, treasurer, and other officers, if any, is two (2) years from the date of the society’s annual general meeting at which each of those officers was elected. A member can serve as an officer for a maximum of three (3) consecutive terms. From the date of the Society’s annual general meeting at which a new President is elected, the immediate Past President shall remain as a member of the executive committee for a one (1) year term of office.
  (4) Any time served as an officer appointee under section 5.5 (2) does not qualify as time in office under section 5.3 (3)
  (5) A director who has served two (2) consecutive terms may be elected as an officer under section 5.4(1) for a maximum of three (3) consecutive terms.
  (6) In the case of the founding directors, half may continue for three (3) consecutive terms to ensure continuity.
5.4 (1) The members must elect a president, one or more vice-presidents, a secretary, a treasurer, and such other officers as the members may decide from among the members at an annual general meeting of the society.
  (2) Separate elections must be held for each office to be filled.
  (3) An election may be by acclamation, otherwise it must be by a show of hands or, if requested by two (2) members present, by secret ballot.
  (4) Notwithstanding section 5.3(4), If a successor is not elected, the person previously elected or appointed continues to hold office until a successor is appointed or elected at the next AGM.
5.5 (1) If for any reason a vacancy occurs in the officers, or any of them resign or otherwise cease to hold office, the remaining directors may appoint a member of the society to fill the vacancy until the next annual general meeting. Any time served to fill the vacancy does not qualify as time in office under section 5.3 (3).
5.6 An act or proceeding of the directors is not invalid merely because there are fewer than the prescribed number of directors in office.
5.7 The members of the society may, by special resolution, remove a director before the expiration of his or her term of office, and may elect a successor to complete the term.
5.8 A director must not be remunerated for being or acting as a director, but a director may be reimbursed for all expenses necessarily and reasonably incurred by the director while engaged in the affairs of the society.

Part 6—Proceedings of Directors

6.1 (1) 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, and unless so set the quorum is a majority of the directors then in office.
  (3) The president is the chair of all meetings of the directors, but if at a meeting the president is not present within thirty (30) minutes after the time appointed for holding the meeting, one of the vice-presidents must act as chair, but if none of them is present the directors present may choose one of their number to be the chair at that meeting.
  (4) A director may at any time, and the secretary, on the request of a director, must, convene a meeting of the directors.
6.2 (1) The directors may delegate any, but not all, of their powers to committees consisting of a director or directors as they think fit. Other members of the society may serve on committees, but every committee must include at least one director. Committees and their Terms of Reference shall be outlined in the Policies of the Society.
  (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.
6.3 A committee must elect a chair of its meetings, but if no chair is elected, or if at a meeting the chair is not present within thirty (30) minutes after the time appointed for holding the meeting, the members of the committee present must choose one of their number to be the chair of the meeting.
6.4 The members of a committee may meet and adjourn as they think proper.
6.5 For a first meeting of directors held immediately following the appointment or election of a director or directors at an annual or other general meeting of members, or for a meeting of the directors at which a director is appointed to fill a vacancy in the directors, it is not necessary to give notice of the meeting to the newly elected or appointed director or directors for the meeting to be constituted, if a quorum of the directors is present.
6.6 A director who may be unavailable for a period greater than fourteen (14) days must notify a member of the executive committee. This notification will serve as a waiver of notice and:
    (a) a notice of meeting of directors is not required to be sent to that director, and
    (b) any and all meetings of the directors of the society, notice of which has not been given to that director, if a quorum of the directors is present, are valid and effective.
6.7 (1) Questions arising at a meeting of directors or a committee meeting must be decided by a majority of votes.
  (2) In the case of a tie vote, the chair does not have a second or casting vote.
6.8 A resolution proposed at a meeting of directors or a committee meeting need not be seconded, and the chair of a meeting may move or propose a resolution.
6.9 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. The consent of the directors may be communicated by facsimile, electronic mail, or original signature on the resolution. Directors’ consents may be given in counterpart.
6.10 A director or committee member may participate in a meeting of directors or of a committee, as the case may be, by means of conference, telephone, or other communications facilities, provided that all directors or committee members participating in the meeting so agree. A director or committee member participating in a meeting in accordance with this section shall be deemed to be present at the meeting and to have so agreed, and shall be counted in the quorum for the meeting, and be entitled to speak and vote at the meeting.

Part 7—Duties of Officers


7.1 (1) The president presides at all meetings of the society and of the directors.
  (2) The president is the chief executive officer of the society and must supervise the other directors in the execution of their duties.
7.2 The vice-presidents, or one of them as they decide, must carry out the duties of the president during the president’s absence.
7.3 (1) The secretary must do the following:
    (a) conduct the correspondence of the society;
    (b) issue notices of meetings of the society and directors;
    (c) keep minutes of all meetings of the society and directors;
    (d) have custody of all records and documents of the society except those required to be kept by the treasurer;
    (e) have custody of the common seal of the society;

  (2) There may be a recording secretary and a corresponding secretary.
7.4 The treasurer must
    (a) keep the financial records, including books of account, necessary to comply with the Society Act, and
    (b) render financial statements to the directors, members, and others when required.
    (c) Maintain the register of members.
7.5 (1) The offices of secretary and treasurer may be held by one person who is to be known as the secretary-treasurer.
  (2) If a secretary-treasurer holds office, the total number of directors must not be less than five (5) or the greater number that may have been determined under bylaw 5.1(2).
7.6 In the absence of the secretary from a meeting, the directors must appoint another person to act as secretary at the meeting.
7.7 The immediate past president must
    (a) provide advice and support,
    (b) provide information about resources, contacts, and other essential information.

Part 8—Regional Chapters


8.1 The directors of the society may appoint a member to organize a chapter in a specified region of British Columbia.
8.2 (1) A minimum of ten (10) members may apply in writing to the directors to establish a chapter in a specified region of British Columbia.
  (2) Upon receipt of an application under subsection (1), the directors may in their
discretion establish a chapter.
8.3 Every member of a chapter must be a member in good standing of the society, and must agree to uphold the constitution and comply with these bylaws in the conduct and affairs of the chapter.
8.4 (1) The members of a chapter must elect a chapter executive consisting of a chair, vice-chair, secretary, treasurer, an alternate delegate to the Provincial Board of Directors and a maximum of six (6) chapter members.
  (2) The first term of office of the executive extends to the second annual general meeting of the chapter. After that, the term of office is two (2) years from the date of the chapter’s annual general meeting at which the executive was elected.
8.5 Part 4, Proceedings at General Meetings, Part 5, Directors and Officers, Part 6, Proceedings of Directors, and Part 7, Duties of Officers, apply with the necessary changes to chapter members and executives.
8.6 (1) The chair of each chapter executive or the alternate delegate to the Provincial Board of Directors is a director of the society.
8.7 Each chapter is responsible for all financial obligations and transactions of the chapter and must keep records and submit reports to the society as required by the society or the Society Act.
8.8 (1) A chapter will cease being a chapter of the society
    (a) on failure to uphold the constitution and comply with these bylaws;
    (b) on failure to keep records or submit reports to the society as required by the society or the Society Act; or
    (c) on written request delivered to the secretary of the society or mailed or delivered to the address of the society.
  (2) On dissolution of a chapter, all assets and records of the chapter must be forwarded to the address of the society.
8.9 A chapter formed in accordance with these bylaws must use the name “Back Country Horsemen Society of British Columbia”, plus a regional or geographic identifier, in its identification.


Part 9—Seal


9.1 The directors may provide a common seal for the society and may destroy a seal and substitute a new seal in its place.
9.2 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 or president and secretary-treasurer.

Part 10—Borrowing

10.1 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.
10.2 A debenture must not be issued without the authorization of a special resolution.
10.3 The members may, by special resolution, restrict the borrowing powers of the directors, but a restriction imposed expires at the next annual general meeting.

Part 11—Auditor


11.1 This Part applies only if the society is required or has resolved to have an auditor.
11.2 The first auditor must be appointed by the directors who must also fill all vacancies occurring in the office of auditor.
11.3 At each annual general 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.
11.4 An auditor may be removed by ordinary resolution.
11.5 An auditor must be promptly informed in writing of the auditor’s appointment or removal.
11.6 A director or employee of the society must not be its auditor.
11.7 The auditor may attend general meetings.

Part 12—Notice to Members


12.1 A notice may be given to a member, either personally or by mail to the member at the member’s address noted in the society’s records or by technological means.
12.2 A notice sent by mail is deemed to have been given on the third business 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.
12.3 (1) Notice of a general meeting must be given to
    (a) every member shown on the register of members on the day notice is given, and
    (b) the auditor, if Part 11 applies.
  (2) No other person is entitled to receive a notice of a general meeting.

Part 13—Bylaws


13.1 On being admitted to membership, each member is entitled to, and the society must give the member without charge, a copy of the constitution and bylaws of the society.
13.2 These bylaws must not be altered or added to except by special resolution.

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