British Isles Family History Society of Greater Ottawa
British Isles Family History Society of Greater Ottawa

BIFHSGO Bylaws

Effective March 6, 2014.
 
By-Law No. 1

A by-law relating generally to the conduct
of the affairs of

British Isles Family History Society of Greater Ottawa

(the "Corporation")
 
BE IT ENACTED as a by-law of the Corporation as follows:
 
1. Definitions  
In this by-law and all other by-laws of the Corporation, unless the context otherwise requires:

"Act" means the Canada Not-For-Profit Corporations Act S.C. 2009, c. 23 including the Regulations made pursuant to the Act, and any statute or regulations that may be substituted, as amended from time to time;

"articles" means the original or restated articles of incorporation or articles of amendment, amalgamation, continuance, reorganization, arrangement or revival of the Corporation;

"board" means the board of directors of the Corporation and "director" means a member of the board;

"by-law" means this by-law and any other by-law of the Corporation as amended and which are, from time to time, in force and effect;

"meeting of members" includes an annual meeting of members or a special meeting of members; "special meeting of members" includes a meeting of any class or classes of members and a special meeting of all members entitled to vote at an annual meeting of members;

"ordinary resolution" means a resolution passed by a majority of not less than 50% plus 1 of the votes case on that resolution;

"proposal" means a proposal submitted by a member of the Corporation that meets the requirements of section 163 (Shareholder Proposals) of the Act;

"Regulations" means the regulations made under the Act, as amended, restated or in effect from time to time; and

"special resolution" means a resolution passed by a majority of not less than two-thirds (2/3) of the votes cast on that resolution.

2. Interpretation   
In the interpretation of this by-law, words in the singular include the plural and vice-versa, words in one gender include all genders, and "person" includes an individual, body corporate, partnership, trust and unincorporated organization.

Other than as specified above, words and expressions defined in the Act have the same meanings when used in these by-laws.

3. Execution of Documents  
Deeds, transfers, assignments, contracts, obligations and other instruments in writing requiring execution by the Corporation may be signed by any two (2) of its officers or directors. In addition, the board may from time to time direct the manner in which and the person or persons by whom a particular document or type of document shall be executed. Any person authorized to sign any document may affix the corporate seal (if any) to the document. Any signing officer may certify a copy of any instrument, resolution, by-law or other document of the Corporation to be a true copy thereof.

4. Financial Year  
The financial year end of the Corporation shall be December 31 in each year.

5. Borrowing Powers  
The directors of the Corporation may, without authorization of the members,

i. borrow money on the credit of the corporation;
ii. issue, reissue, sell, pledge or hypothecate debt obligations of the corporation;
iii. give a guarantee on behalf; and
iv. mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the corporation, owned or subsequently acquired, to secure any debt obligation of the corporation.
 
6. Annual Financial Statements  
The Corporation shall send to the members a copy of the annual financial statements and other documents referred to in subsection 172(1) (Annual Financial Statements) of the Act or a copy of a publication of the Corporation reproducing the information contained in the documents.

7. Membership Conditions    
Subject to the articles, there shall be three (3) classes of members in the Corporation. Membership in the Corporation shall be available to persons interested in furthering the Corporation's purposes who submit an application for admission as a member accompanied by payment of the applicable fees or dues. The term of membership shall be annual, subject to renewal in accordance with the policies of the Corporation.

The following conditions of membership shall apply:

a) Individual Member (Class A).  As set out in the articles, each individual  member is entitled to receive notice of, attend and vote at all meetings of members and each such individual voting member shall be entitled to one (1) vote at such meetings.  

b) Family Member (Class B).  Two or more persons at the same address may as a group become a Family Member.  As set out in the articles, each Family Member is entitled to receive notice of, attend and vote at all meetings of members and each such Family Member shall be entitled to a maximum of two (2) votes at such meetings. 

c) Institutional Member (Class C).  Any institution, such as a publisher, supplier, library or society, may become an Institutional Member not entitled to vote.  

Pursuant to subsection 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendments to this section of the by-laws if those amendments affect membership rights and/or conditions described in paragraphs 197(1)(e), (h), (l) or (m).

8. Membership Transferability 
Membership is not transferable. 
 
Pursuant to Section 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendment to add, change or delete this section of the by-laws.

9. Notice of Members’ Meeting  
Notice of the time and place of a meeting of members shall be given to each member entitled to vote at the meeting by telephonic, electronic or other communication facility to each member entitled to vote at the meeting, during a period of 21 to 35 days before the day on which the meeting is to be held.

If a member requests that the notice be given by non-electronic means, the notice will be sent by mail, courier or personal delivery.

Pursuant to subsection 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendment to the by-laws of the Corporation to change the manner of giving notice to members entitled to vote at a meeting of members.

10. Members Calling a Members' Meeting
The board of directors shall call a special meeting of members in accordance with Section 167 of the Act, on written requisition of members carrying not less than 5% of the voting rights. If the directors do not call a meeting within twenty-one (21) days of receiving the requisition, any member who signed the requisition may call the meeting.

11. Absentee Voting at Members’ Meetings
Pursuant to Section 171(1) of the Act, a Member may, by means of an authorized proxy, appoint a proxy holder to attend and act at a specific Meeting of Members, in the manner and to the extent authorized by the proxy. A proxy holder must be a Member of the Society. 
 
Pursuant to subsection 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendment to the by-laws of the Corporation to change the manner of giving notice to members entitled to vote at a meeting of members.
 
12. Membership Dues  
Members shall be notified in writing of the membership dues at any time payable by them and, if any are not paid within two (2) calendar months of the membership renewal date, the members in default shall automatically cease to be members of the Corporation.

13. Termination of Membership
A membership in the Corporation is terminated when:

a. the member dies or, in the case of a member that is a corporation, the corporation is dissolved;
b. the member resigns;
c. the member is expelled or their membership is otherwise terminated in accordance with the articles or by-laws;
d. the member's term of membership expires; or
e. the Corporation is liquidated and dissolved under the Act.
 
Effect of Termination of Membership  
Subject to the articles, upon any termination of membership, the rights of the member, including any rights in the property of the Corporation, automatically cease to exist.

Member Proposals
Subject to the Regulations under the Act, any member may make a proposal to be discussed at a Members’ Meeting.  
 
Member Proposals Nominating Directors at Annual Members' Meetings
Subject to the Regulations under the Act, any proposal may include nominations for the election of directors if the proposal is signed by not less than 5% of members entitled to vote at the meeting at which the proposal is to be presented.

Cost of Publishing Proposals for Annual Members' Meetings New and required.
The member who submitted the proposal shall pay the cost of including the proposal and any statement in the notice of meeting at which the proposal is to be presented unless otherwise provided by ordinary resolution of the members present at the meeting.

Place of Members' Meeting  
Subject to compliance with section 159 (Place of Members' Meetings) of the Act, meetings of the members may be held at any place within Canada determined by the board or, if all of the members entitled to vote at such meeting so agree, outside Canada.

Persons Entitled to be Present at Members' Meetings  
Members, non-members, directors and the public accountant of the Corporation are entitled to be present at a meeting of members. However, only those members entitled to vote at the members' meeting according to the provisions of the Act, articles and by-laws are entitled to cast a vote at the meeting.

Quorum at Members' Meetings.
A quorum at any meeting of the members (unless a greater number of members are required to be present by the Act) shall be 10% or 25 of the voting Members, whichever is less. If a quorum is present at the opening of a meeting of members, the members present may proceed with the business of the meeting even if a quorum is not present throughout the meeting.

Votes to Govern at Members' Meetings
At any meeting of members every question shall, unless otherwise provided by the articles or by-laws or by the Act, be determined by a majority of the votes cast on the questions. In case of an equality of votes either on a show of hands or on a ballot or on the results of electronic voting, the chair of the meeting, in addition to an original vote, shall have a second or casting vote.

Participation by Electronic Means at Members' Meetings 
If the Corporation chooses to make available a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during a meeting of members, any person entitled to attend such meeting may participate in the meeting by means of such telephonic, electronic or other communication facility in the manner provided by the Act. A person participating in a meeting by such means is deemed to be present at the meeting.

Notwithstanding any other provision of this by-law, any person participating in a meeting of members pursuant to this section who is entitled to vote at that meeting may vote, in accordance with the Act, by means of any telephonic, electronic or other communication facility that the Corporation has made available for that purpose.

Members' Meeting Held Entirely by Electronic Means
Meetings of members may not be held entirely by telephonic, an electronic or other communication facility.

Number of Directors  
The board shall consist of a minimum of nine (9) and a maximum of (11) directors. A Director must be a Member in good standing of the Society. 

Term of Office of President and Directors
The President shall be elected at an Annual General Meeting for a term of two (2) years. The President may be re-elected once for a maximum of two (2) consecutive terms.

Eight additional directors shall be elected by the Members at an Annual Meeting for a term of two (2) years with one-half (1/2) of the directors being elected each year. Directors shall not serve more than four (4) consecutive terms.
 
The board may, at its discretion, appoint by resolution replacement directors to fill any vacancies that exist or may occur. A director appointed to fill a vacancy holds office for the unexpired term of their predecessor. 
 
In addition to the directors elected, the immediate past president is automatically appointed a director. Such director will have all of the rights and responsibilities of the elected directors.
 
26. Calling of Meetings of Board of Directors  
Meetings of the board may be called by the President of the board, the Vice-President of the board or any two (2) directors at any time.

27. Notice of Meeting of Board of Directors
Notice of the time and place for the holding of a meeting of the board shall be given in the manner provided in the section on giving notice of meeting of directors of this by-law to every director of the Corporation not less than 7 days before the time when the meeting is to be held.

Notice of a meeting shall not be necessary if all of the directors are present, and none objects to the holding of the meeting, or if those absent have waived notice of or have otherwise signified their consent to the holding of such meeting.

Notice of an adjourned meeting is not required if the time and place of the adjourned meeting is announced at the original meeting.

Unless the by-law otherwise provides, no notice of meeting need specify the purpose or the business to be transacted at the meeting except that a notice of meeting of directors shall specify any matter referred to in subsection 138(2) (Limits on Authority) of the Act that is to be dealt with at the meeting.

28. Regular Meetings of the Board of Directors
The board may appoint a day or days in any month or months for regular meetings of the board at a place and hour to be named. A copy of any resolution of the board fixing the place and time of such regular meetings of the board shall be sent to each director forthwith after being passed, but no other notice shall be required for any such regular meeting except if subsection 136(3) (Notice of Meeting) of the Act requires the purpose thereof or the business to be transacted to be specified in the notice.

29. Votes to Govern at Meetings of the Board of Directors
At all meetings of the board, every question shall be decided by a majority of the votes cast on the question. In case of an equality of votes, the chair of the meeting in addition to an original vote shall have a second or casting vote.

30. Committees of the Board of Directors
The board may from time to time appoint any committee or other advisory body, as it deems necessary or appropriate for such purposes and, subject to the Act, with such powers as the board shall see fit. Any such committee may formulate its own rules of procedure, subject to such regulations or directions as the board may from time to time make. Any committee member may be removed by resolution of the board of directors.

31. Appointment of Officers
The board may designate the offices of the Corporation, appoint officers on an annual or more frequent basis, specify their duties and, subject to the Act, delegate to such officers the power to manage the affairs of the Corporation. A director may be appointed to any office of the Corporation. Two or more offices may be held by the same person.

32. Description of Offices
Unless otherwise specified by the board (which may, subject to the Act modify, restrict or supplement such duties and powers), the offices of the Corporation, if designated and if officers are appointed, shall have the following duties and powers associated with their positions:

1. President – The president shall preside at all meetings of the board of directors and of the members. The president shall, subject to the authority of the board, have general supervision of the affairs of the Corporation.
 
2. Vice-President – If the President is absent or is unable or refuses to act, the Vice-President shall preside at all meetings of the board of directors and of the members. The vice-President shall have such other duties and powers as the board may specify.
 
3. Secretary – The Secretary shall attend and be the secretary of all meetings of the board, members and committees of the board. The secretary shall enter or cause to be entered in the Corporation's minute book, minutes of all proceedings at such meetings; the secretary shall give, or cause to be given, as and when instructed, notices to members, directors, the public accountant and members of committees; the secretary shall be the custodian of all books, papers, records, documents and other instruments belonging to the Corporation.
 
4. Treasurer – The treasurer shall be responsible for making payment of all legitimate expenses of the Corporation. The Treasurer shall maintain the financial books and records of the Corporation and be responsible for timely production and circulation to the membership of the Annual Financial Statements of the Corporation. The Treasurer may have such other powers and duties as the board may specify.

The powers and duties of all other officers of the Corporation shall be such as the terms of their engagement call for or the board or president requires of them. The board may from time to time and subject to the Act, vary, add to or limit the powers and duties of any officer.

33. Vacancy in Office  
In the absence of a written agreement to the contrary, the board may remove, whether for cause or without cause, any officer of the Corporation. Unless so removed, an officer shall hold office until the earlier of:

a. the officer's successor being appointed,
b. the officer's resignation,
c. such officer ceasing to be a director or
d. such officer's death.
If the office of any officer of the Corporation shall be or become vacant, the directors may, by resolution, appoint a person to fill such vacancy.

34. Invalidity of any Provisions of this By-law  
The invalidity or unenforceability of any provision of this by-law shall not affect the validity or enforceability of the remaining provisions of this by-law.

35. Omissions and Errors
The accidental omission to give any notice to any member, director, officer, member of a committee of the board or public accountant, or the non-receipt of any notice by any such person where the Corporation has provided notice in accordance with the by-laws or any error in any notice not affecting its substance shall not invalidate any action taken at any meeting to which the notice pertained or otherwise founded on such notice.

36. By-laws and Effective Date  
The board of directors may not make, amend or repeal any by-laws that regulate the activities or affairs of the Corporation without having the by-law, amendment or repeal confirmed by the members by ordinary resolution. The by-law, amendment or repeal is only effective on the confirmation of the members and in the form in which it was confirmed.

This section does not apply to a by-law that requires a special resolution of the members according to subsection 197(1) (fundamental change) of the Act.