East Kootenay Invasive Plant Council

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2011 Field Tour August 11th

Field Tour Itinerary

Society Act

East Kootenay Invasive Plant Council

Constitution

The Name of the Society is: East Kootenay Invasive Plant Council

• The purposes of the Society are:
• To coordinate the management of invasive plants on public and private lands in the East Kootenay region;
• To educate the public, private landowners and land managers about invasive plants and their impacts within the East Kootenay;
• To prevent the further introduction and spread of invasive plants in the area through education and awareness, early detection and control, and coordinated integrated weed management efforts;
• To promote and implement an integrated management system with consideration for use of all available methods of the prevention, eradication, control and containment of invasive plants;
• To increase awareness of invasive plant management amongst industry, resource users, local and provincial governments and encourage expanded support of local weed control programs and initiatives;
• To assist in maintaining a comprehensive inventory of invasive plants within the East Kootenay;
• To hire and direct a coordinator to fulfill the purposes of the East Kootenay Invasive Plant Council as required.
• In the event of dissolution of the Society, funds and assets of the Society remaining after the satisfaction of its debts and liabilities shall be given or transferred to such organization or organizations concerned with the social problems or organizations promoting the same purposes as this Society as may be determined by the members of the Society at the time of the dissolution. This provision is unalterable.
• The above purposes of the Society shall be carried out without purpose of gain for its members. Any profit or other accretions to the Society shall be used for promoting its purposes. All of the above purposes shall be carried on an exclusively charitable basis. This provision is unalterable.
• No director or officer will be remunerated for being or acting as a director or officer. A director or officer will be reimbursed for all expenses necessary or reasonably incurred by him/her while engaged in the affairs of the Society as approved in advance by the Board. This provision is alterable.

Bylaws

Bylaws of the East Kootenay Invasive Plant Council.

Part 1 - INTERPRETATION

• (1) In these by-laws, unless the 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.
• 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

• 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.
• (1) A person may apply for membership by filling out and signing a membership application form  approved by the board of directors and upon presenting this form shall be accepted as a member.
• (2) The directors will use their best efforts to ensure that the membership includes representatives of the following organizations:
• public sector agriculture;
• public sector environment;
• public sector forests and range;
• public sector transportation;
• public sector parks;
• urban municipal government;
• rural municipal government;
• agriculture producers';
• forestry small business private sector;
• First Nations;
• forestry major licensee private sector;
• private sector highway maintenance contractor;
• conservation and naturalist focused environmental;
• private sector recreation;
• railway company;
• utility company;
• mining company;
• oil and gas company;
• the public at large.

• Every member must uphold the constitution and comply with these bylaws.
• There shall be no annual membership dues.                                      
• A person ceases to be a member of the Society

• (1)  by notifying the secretary of his resignation

• (1)  on his or her death or, in the case of a corporation, on dissolution;
•      (2)  on his or her death or, in the case of a corporation, on dissolution;
• (3)  on failing to attend 3 consecutive annual meetings
•   a) a former member may reapply for membership.

• (4)  by failing to uphold the constitution and comply with its bylaws.

PART 3 - MEETINGS OF MEMBERS

• General meetings of the Society shall 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.
• (1) Notice of a general meeting must specify the place, day and hour of meeting, and, in case of special business, the general nature of that business.
• (2) 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 shall 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

• The Chair of the Society or the vice chair or, in the absence of both, one of the other directors present, must preside as chair of a general meeting.
• If there is no chair, vice chair or other director present within 15 minutes after the time appointed for holding the meeting or the chair and all the other directors present are unwilling to act as chair, the members present must choose a director to sit as the chair.
• A quorum at a general meeting is 5 members present
• (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 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.
• (3) If at 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.
• Business conducted at a general meeting:
• (1) the consideration of the financial statements;
• (2) the report of directors;
• (3) the report of the auditor;
• (4) the election of directors;
• (5) the appointment of the auditor ;
• (6) consideration of special resolutions, if any
• (7) the other business that, under these bylaws, ought to be conducted at an annual general meeting, or business which is brought under consideration by the report of the directors issued with the notice convening the meeting.
•   (1) A member in good standing present at a meeting of members is entitled to one vote.
• (2) Voting is by show of hands.

• (3) Voting by proxy is not permitted.

PART 5 - DIRECTORS AND OFFICERS

•   A director shall be a member in good standing of the society.

• (1) The applicants for registration, being the first directors, must retire as directors at the first general meeting of the Society.
• (2) The Society will at its first general meeting elect two directors for a one-year term, and three directors for a two-year term.  Thereafter directors are elected for two year terms, thereby creating a board where approximately half of the directors’ terms will terminate annually.
• (3) The number of directors can be determined at a general meeting but in no case will there be less than 5 or more than 12 directors.
• (4) As each director's term expires, he or she must retire from office at the annual meeting when elections are being held.   A director may stand for reelection.

• (5) An election may be by acclamation, otherwise it shall be by ballot.

(6) If a successor is not elected, the person previously elected or appointed may continue to hold office.

• Immediately following the annual meeting the directors shall meet and elect a chair, a vice chair, a secretary and a treasurer.  They shall hold office until the end of the next annual meeting.
•   (1) The directors may appoint a member as a director to fill a vacancy in the board of directors.
• (2) 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.
• (3) An act or 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

• (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) Two directors may at any time request a meeting, and the secretary must convene a meeting of the directors.
• The chair 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 chair must act as chair; but if neither is present the directors present may choose one of their number to be chair at that meeting.
• 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.
• (1) The Board shall use consensus as a working procedure to make decisions. The principles of consensus are: the 
• Participants agree to act in good faith in all aspects of the process.
• Participants accept the concerns and goals of others as legitimate and shall listen carefully, ask questions and educate themselves regarding the interests of others whether they agree with them or not.
• Participants commit to fully explore issues, searching for solutions in a problem-solving atmosphere.
• Participants agree to make a good faith attempt to share information on matters related to the decision-making process, and to facilitate broad consideration of options and solutions. All suggestions and offers shall be regarded as tentative until general consensus is achieved.
• (2) If general consensus cannot be achieved, then a majority vote is acceptable and the objection of the dissenting Board member(s) shall be recorded in the meeting minutes.
• (3) 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.
• 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.

PART 7 - COMMITTEES

• The directors may delegate any, but not all, of their powers to committees consisting of directors and members as they think fit.
• A committee shall elect a director as chair of its meetings; but if no chair is elected, or 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 shall choose one of their number to be chair of the meeting.
• The members of a committee may meet and adjourn as they think proper.

PART 8 - DUTIES OF OFFICERS

• (1) The chair presides at all meetings of the Society and of the directors.
• (2) The chair is the chief executive officer of the Society and must supervise the other officers in the execution of their duties.
• The vice chair must carry out the duties of the chair during the chair's absence.
• The secretary must do the following:
• conduct the correspondence of the Society;
• issue notices of meetings of 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
• have custody of the common seal of the Society; and
• 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 other when required.
• The duties of the secretary and treasurer may be delegated to a manager or coordinator who is contracted by the society to perform these functions.

• PART 9 - SEAL

• The directors may provide a common seal for the Society and may destroy the 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 10 - BORROWING

• 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.
• A debenture must not be issued without the authorization of a special resolution.

PART 11 - AUDITOR

• The first auditor shall 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 office until the auditor is re-elected or a successor is elected at the next annual general meeting.  If an auditor in not elected at the annual general meeting, the directors shall elect an auditor
• 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 and employee of the Society must not be its auditor.
• The auditor may attend general meetings.

PART 12 - NOTICES TO MEMBERS

• A notice may be given to a member, either personally or by mail to the member's registered address or by e-mail to the e-mail listed on their membership register.
• A notice sent by mail shall be 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.
• (1) Notice of a general meeting must be given to:
• every member shown on the register of members on the day notice is given, and
•     b)   the auditor
• (2) No other person is entitled to receive a notice of a general meeting.

PART 13 – BYLAWS

• On being admitted to membership, each member is entitled to a copy of the constitution and bylaws of the Society.
• These bylaws shall not be altered or added to except by special resolution.

PART 14 – SPECIAL RESOLUTIONS

• A special resolution means: A resolution passed at a duly constituted general meeting of the society of which notice has been given of the intention to propose the resolution as a special resolution, by a majority of not less than 75% of the votes cast by those members who are present and entitled to vote.