CONSTITUTION OF THE
FORT LANGLEY BUSINESS IMPROVEMENT ASSOCIATION
The name of the Society is "FORT LANGLEY BUSINESS IMPROVEMENT ASSOCIATION" (the "Society").
The purpose of the Society is to create, promote, and enhance a vital downtown business core in Fort Langley without compromising the historical character and atmosphere of the Village by:
carrying out studies or making reports respecting the Fort Langley Business Improvement Area;
improving, beautifying or maintaining the streets, sidewalks or municipally owned land, buildings or structures in the Fort Langley Business Improvement Area;
conserving heritage property in the Fort Langley Business Improvement Area; and
encouraging business in the Fort Langley Business Improvement Area.
Bylaws of Fort Langley BIA
Part 1 — Interpretation
(1) In these bylaws, unless context otherwise requires:
"directors" means the directors of the society for the time being;
"Society Act" means the Society Act of British Columbia from time to time in force and all amendments to it;
"registered address" of a member means the member's address as recorded in the register of members.
(2) The definitions in the Society Act on the date these bylaws become effective apply to these bylaws.
Words importing the singular include the plural and vice versa, and words importing a male person include a female person and a corporation.
Part 2 — Membership
Who is a member:
Any person, firm or corporation owning commercial property or a business within the boundaries of the Fort Langley Business Improvement Area may apply to the Directors for membership and, on acceptance of the Directors, shall be a Member of the Society, but no person, firm or corporation shall have more than one vote and only one person, firm or corporation shall have the right to be a member for each separate commercial property owned or business carried on in the Fort Langley Business Improvement Area. The Directors shall have no authority to refuse to accept for membership and such eligible person, firm or corporation who has completed a valid form of application. Associate Members are to be approved by the Board, and will have all the rights, responsibilities and authority of a general member.
A person may apply to the directors for membership in the society and on acceptance by the Directors is a member.
Every member must uphold the constitution and comply with these bylaws.
The amount of the first annual membership dues must be determined by the Directors and after that the annual membership dues must be determined at the annual general meeting of the society.
A person ceases to be a member of the society:
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,
on his or her death, or, in the case of a corporation, on dissolution,
on being expelled, or
on having been a member not in good standing for 12 consecutive months.
A member may be expelled by a special resolution of the members passed at a general meeting.
The notice of special resolution for expulsion must be accompanied by a brief statement of the reasons for the proposed expulsion.
The person who is subject of the proposed resolution for expulsion must be given an opportunity to be heard at the general meeting before the special resolution is put to a vote.
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 a the member to the society, and the member is not in good standing as long as the debt remains unpaid.
Part 3 — Meetings of Members
General meetings of the society must be held at the time and place, in accordance with the Society Act, that the Directors decide.
Every general meeting, other than an annual general meeting, is an extraordinary general meeting.
The Directors may, when they think fit, convene an extraordinary general meeting.
Notice of a general meeting must specify the place, day and house of the meeting, and, in case of special business, the general nature of that business.
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.
The first annual general meeting of the society must be held not more than 15 months after the date of the incorporation and after that an annual general meeting must be held at least once every calendar year and not more than 15 months after the holding of the last preceding annual general meeting.
Part 4 — Proceedings at General Meetings
Special business is:
all business at an extraordinary general meeting except the adoption of rules of order, and
all business conducted at an annual general meeting, except the following:
the adoption of rules of order;
the consideration of the financial statements;
the report of the Directors;
the report of the auditor, if any;
the election of directors;
the appointment of the auditor, if required;
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 to convene the meeting.
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.
If any time during a general meeting there ceases to be a quorum present, business then in progress must be suspended until there is a quorum present or until the meeting is adjourned or terminated.
A quorum is 3 members present or a greater number that the members may determine at a general meeting.
If within 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 30 minutes from the time appointed for the meeting, the members present constitute a quorum.
Subject to bylaw 19, the President of the society, the Vice President or, in the absence of both, one of the other Directors present, must preside as chair of a general meeting.
If at a general meeting
there is no President, Vice President or other Director present within 15 minutes after the time appointed for holding the meeting, or
the President and all other Directors present are unwilling to act as the chair
the members present must choose one of their members to be the chair.
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.
When a meeting is adjourned for 10 days or more, notice of the adjourned meeting must be given as in the case of the original meeting.
Except as provided in the bylaw, it is not necessary to give notice of an adjournment or of the business to be conducted at an adjourned general meeting.
A resolution proposed at a meeting need not be seconded, and the chair of a meeting may move or propose a resolution.
The President shall preside at all general meetings of the BIA and at all meetings of the Board. The President may at his/her option direct the Vice Presidents to chair the meetings. The Chairman shall regulate the order of business at such meeting, receive and put lawful motions and communicate to the meeting what he/sge may think concerns the BIA. He/she shall vote only in case of a tie. Upon an appeal being made from a decision of the presiding office, the vote of the majority shall decide. The President shall, with the Secretary sign all papers and documents requiring signatures on behalf of the BIA, unless someone else is designated by the Board. It shall be the duty of the President to present a general report of the activities of the year at the Annual Meeting.
A member in good standing present at a meeting of members is entitled to one vote.
Voting is by show of hands.
Voting by proxy is not permitted.
A member may vote by its authorized representative, who it entitled to speak and vote, and in all other respects exercise the rights of a member, and that representative must be considered as a member for all purposes to a meeting of the society.
Part 5 — Directors and Officers
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
all laws affecting the society,
these bylaws, and
rules, not being inconsistent with these bylaws, that are made from time to time by the society in a general meeting.
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.
Three officers, namely a President, Vice-Presidents, and Secretary-Treasurer, shall be elected from the elected board each year to act as the executive of the board. The term of office for each of the officers shall be 1 year or until their successors are appointed. The term of office for the Directors shall be two years, however, the Directors shall be divided equally so that one-half of the Directors shall be elected every year.
Separate elections must be held for office to be filled.
An election may be by acclimation, otherwise it must be by ballot.
If a successor is not elected, the person previously elected or appointed continues to hold office.
The directors may at any time and from time to time appoint a member as a director to fill a vacancy.
A director so appointed holds office only until the conclusion of the next annual general meeting of the society, but is eligible for re-election at the meeting.
If a director resigns his or her office or otherwise ceases to hold office, the remaining directors may appoint a member to take the place of the former director.
An act of proceeding of the directors is not invalid merely because there are less than the prescribed number of directors in office.
The members 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 of office.
A director must not be remunerated for being or acting as a director but a director must be reimbursed for all expenses necessarily and reasonably incurred by the director while engaged in the affairs of the society.
Part 6 — Proceedings of Directors
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.
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.
The president is the chair of all meetings of the directors, but if at a meeting the president is not present within 30 minutes after the time appointed for holding the meeting, the vice president must act as chair, but if neither is present the directors present may choose one of their number to be the chair at that meeting.
A director may at any time, and the secretary, on the request of a director, must convene a meeting of the directors.
The directors may delegate any, but not all, of their powers to committees consisting of a director as chair of committees with other members and interested parties.
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. They must report their meeting minutes and work under board approved terms of reference and budget at each and every regularly scheduled board meeting. The committee must report action items and attendance, and recommendations for the board.
The chair of all committees will be assigned from the board of directors, if at a meeting the chair is not present within 30 minutes after the time appointed for holding the meeting, the directors present who are members of the committee must choose one of their number to be the chair of the meeting.
The members of a committee may meet and adjourn as they think proper.
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, 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.
A director who may be absent temporarily from British Columbia may send or deliver to the address of the a society a waiver of notice, which may be by letter, telegram, telex or cable, of any meeting of the directors and may at any time withdraw the waiver, and until the waiver is withdrawn,
a notice of meeting of directors is not required to be sent to that director, and
any and all meetings of the directors of the society, notice of which has not been given to that director, if quorum of the directors is present, are valid and effective
Questions arising at a meeting of the directors and committee of directors must be decided by a majority of votes.
The in case of a tie vote, the chair will cast deciding vote.
A resolution proposed at a meeting of directors or committee of directors need not be seconded, and the chair of a meeting may move or propose a resolution.
A resolution in writing, signed by all the directors and placed within the minutes of the directors, is as valid and effective as if regularly passed at a meeting of directors.
Part 7 — Duties of Officers
The president presides at all meetings of the society and of the directors.
The president of the chief executive office of the society and must supervise the other offices in the execution of their duties.
The vice president must carry out the duties of the president during the president's absence.
The secretary must do the following:
conduct the correspondence of the society;
issue notices of meetings to the society and directors;
keep minutes of all meetings of the society and directors;
have custody of all records and documents of the society except those required to be kept by the treasurer;
maintain the register of members.
The treasurer must:
keep the financial records, including books of account, necessary to comply with the Society Act, and
render financial statements to the directors, members and others when required.
The offices of secretary and treasurer may be held by one person who is to be known as the secretary treasurer.
If a secretary treasurer holds office, the total number of directors must not be less than 3 or the greater number that may have been determined under bylaw 25 (2).
In the absence of the secretary from a meeting, the directors must appoint another person to act as secretary at the meeting.
Part 8 — Seal
The directors may provide a common seal for the society and may destroy a seal and substitute a new seal in its place.
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 9 — Borrowing
In order to carry out the purpose of the society the directors may, on behalf of and in the name of the society, raise or secure payment or repayment of money in the manner they decide, and, in particular but without limiting that power, by the issue of debentures.
A debenture must not be issued without the authorization of a special resolution.
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 10 — Auditor
This part applies only if the society is required or has resolved to have an auditor.
The first auditor must be appointed by the directors who must also fill all vacancies occurring in the office of auditor.
At each annual general meeting the society must appoint an auditor to hold the office until the auditor is re-elected or a successor is elected at the next annual general meeting.
An auditor may be removed by ordinary resolution.
An auditor must be promptly informed in writing of the auditor's appointment or removal.
A director or employee of the society must not be its auditor.
The auditor may attend general meetings.
Part 11 — Notices to Members
A notice may be given to a member, either personally or by mail to the member at the member's registered address.
A notice sent by mail is deemed to have been given on the second day following the day on which the notice is posted, and in proving that notice has been given, it is sufficient to prove the notice was properly addressed and put in a Canadian post office receptacle.
Notice of a general meeting must be given to
every member shown on the register of members on the day notice is given, and
the auditor, is Part 10 applies.
No other person is entitled to receive a notice of a general meeting.
Part 12 — Bylaws
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.
These bylaws must not be altered or added to except by special resolution.