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VMUG bylaws

FORM 3 SOCIETY ACT

CONSTITUTION

The name of the society is “VMUG Computer Society”.

The purposes of the society are:

  1. sharing information, resources and enthusiasm

  2. educating the public

about the Apple® MacintoshTM computer and related computer products.

BYLAWS

Here set forth, in numbered clauses, the bylaws providing for the matters referred to in section 6(1) of the Society Act and any other bylaws.

1. (1)

Part 1 ---- Interpretation

In these bylaws, unless the context otherwise requires:

  1. (a)  “directors” means the directors of the society for the time being;

  2. (b)  “Society Act" means the Society Act of British Columbia from time to time in force

    and all amendments to it;

  3. (c)  “registered address” of a member means his 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.

2. Words importing the singular include the plural and vice versa; and words importing a male person include a female person and a corporation.

3. (1)

Part 2 ---- Membership

The members of the society are the applicants for incorporation of the society, and those persons who subsequently have become members, in accordance with these bylaws and, in either case, have not ceased to be members.

(2) Classes of Membership:

  1. (a)  there shall be three classes of membership: individual, family and corporate

    /institutional.

  2. (b)  members of each class shall have equal voting powers.

  3. (c)  any member of the immediate household of a family membership shall be entitled to all

    privileges of members, except that the family membership is entitled to a single vote, not more than one person of a family may hold office concurrently with another person of the same family.

  4. (d)  corporate/institutional members shall exercise the privileges of membership through a single individual.

  1. A person may apply to the directors for membership in the society and on acceptance by the directors shall be a member.

  2. Every member shall uphold the constitution and comply with these bylaws.

  3. The amount of the first annual membership dues shall be determined by the directors and after that the annual membership dues shall be determined at the annual general meeting of the society.

VMUG Computer Society Constitution and Bylaws

7. A person shall cease to be a member of the society

  1. (a)  by delivering his resignation in writing to the secretary of the society or by mailing or

    delivering it to the address of the society;

  2. (b)  on his death or in the case of a corporation on dissolution:

  3. (c)  on being expelled; or

  4. (d)  on having been a member not in good standing for three (3) consecutive months.

8. (1)

A member may be expelled by a special resolution of the members passed at a general meeting.

  1. (2)  The notice of special resolution for expulsion shall be accompanied by a brief statement of the reason or reasons for the proposed expulsion.

  2. (3)  The person who is the subject of the proposed resolution for expulsion shall be given an opportunity to be heard at the general meeting before the special resolution is put to a vote.

  1. All
    membership fee or any other subscription or debt due and owing by him to the society and he is not in good standing so long as the debt remains unpaid.

    Part 3 ---- Meetings of Members

  2. General meetings of the society shall be held at the time and place, in accordance with the Society Act, that the directors decide.

  3. Every general meeting, other than an annual general meeting, is an extraordinary general meeting.

  4. The directors, may, when they think fit, convene an extraordinary general meeting.

  5. (1) Notice of a general meeting shall 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.

  6. The first annual general meeting of the society shall be held not more than 15 months after the date of incorporation and after that an annual general meeting shall be held at least once in 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

  7. Special business is:

    1. (a)  all business at an extraordinary general meeting except the adoption of rules of order; and

    2. (b)  all business transacted at an annual general meeting, except:

      1. (i)  the adoption of rules of order;

      2. (ii)  the consideration of the financial statements;

      3. (iii)  the report of the directors;

      4. (iv)  the report of the auditor, if any;

      5. (v)  the election of directors;

      6. (vi)  the appointment of the auditor, if required; and

      7. (vii)  the other business that, under these bylaws, ought to be transacted 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.

members are in good standing except a member who has failed to pay his current annual

VMUG Computer Society Constitution and Bylaws

16. (1)

No business, other than the election of a chairman and the adjournment or termination of the meeting, shall be conducted at a general meeting at a time when a quorum is not present.

  1. (2)  If at any time during a general meeting there ceases to be a quorum present, business then in progress shall be suspended until there is a quorum present or until the meeting is adjourned or terminated.

  2. (3)  A quorum is 25 members present unless the membership falls below 50 members at which time the quorum will temporarily become six (6) members and will remain so only during the period of time which the membership is below 50 members.

  1. 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, shall be terminated; but in any other case, it 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 members present constitute a quorum.

  2. Subject to bylaw 19, the president of the society, the vice president or in the absence of both, one of the other directors present, shall preside as chairman of a general meeting.

  3. If at a general meeting:

    1. (a)  there is no president, vice president or other director present within 15 minutes after the time

      appointed for holding the meeting; or

    2. (b)  the president and all the other directors present are unwilling to act as chairman;

20. (1)

the members present shall choose one of their number to be chairman.

A general meeting may be adjourned from time to time and from place to place, but no business shall be transacted at an adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

21. (1)

No resolution proposed at a meeting need be seconded and the chairman of a meeting may move or propose a resolution.

22. (1)

A member in good standing present at a meeting of members is entitled to one vote.

23. (1)

A corporate member may vote by its authorized representative, who is entitled to speak and vote, and in all other respects exercise the rights of a member, and that representative shall be reckoned as a member.

  1. (2)  When a meeting is adjourned for 10 days or more, notice of the adjourned meeting shall be given as in the case of the original meeting.

  2. (3)  Except as provided in this bylaw, it is not necessary to give notice of an adjournment or of the business to be transacted at an adjourned general meeting.

(2) In case of an equality of votes the chairman shall not have a casting or second vote in addition to the vote to which he may be entitled as a member and the proposed resolution shall not pass.

  1. (2)  Voting is by show of hands.

  2. (3)  Voting by proxy is not permitted.

(2) A family membership may vote only through a single individual, however, the whole family is entitled to speak, and in all other respects exercise the rights of a member, and they shall be reckoned as a single member.

VMUG Computer Society

Constitution and Bylaws

24. (1)

The directors may exercise all the powers and do all the acts and things that 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:

  1. (a)  all laws affecting the society;

  2. (b)  these bylaws; and

  3. (c)  rules, not being inconsistent with these bylaws, which are made from time to time by

    the society in general meeting.

25. (1)

The president, vice president, secretary, treasurer and program director shall be the directors of the society.

26. (1)

Following the elections at the annual general meeting and prior to the next general meeting, the outgoing directors shall retire from office at a joint meeting with their successors.

27. (1)

The directors may at any time and from time to time appoint a member as a director to fill a vacancy in the directors.

28. (1)

If a director resign his office or otherwise ceases to hold office, the remaining directors shall appoint a member to take the place of the former director.

Part 5 ---- Directors and Officers

(2) No rule, made by the society in general meeting, invalidates a prior act of the directors that would have been valid if that rule had not been made.

(2) The number of directors shall be five (5) or a greater number determined from time to time at a general meeting.

  1. (2)  Separate elections shall be held for each office to be filled.

  2. (3)  An election may be by acclamation, otherwise it shall be by ballot.

  3. (4)  If no successor is elected the person previously elected or appointed continue to hold office.

  4. (5)  All nominees or appointees for Director, must be a member in good standing for a period of one (1) month preceding the election or appointment.

  5. (6)  Upon the election of a new president, the immediate Past President will be considered a non- voting member of the executive for a period of one-year and as such may be required to attend regular executive meetings.

(2) A director so appointed holds office only until the conclusion of the next following annual general meeting of the society, but is eligible for re-election at the meeting.

(2) No act or proceeding of the directors is invalid only by reason of there being less than the prescribed number of directors in office.

  1. The members may by special resolution remove a director before the expiration of his term of office, and may elect a successor to complete the term of office.

  2. No director shall be remunerated for being or acting as a director but a director shall be reimbursed for all expenses necessarily and reasonably incurred by him while engaged in the affairs of the society.

VMUG Computer Society

Constitution and Bylaws

31. (1)

The directors may meet:

  1. (a)  together at the places they think fit to dispatch business, adjourn and otherwise regulate

    their meetings and proceedings, as they see fit; or

  2. (b)  by tele-conferencing, modem, or any other suitable electronic means

32a. (1)

The directors may delegate any, but not all, of their powers to committees consisting of the director or directors as they think fit.

32b. (1)

The directors may, from time to time and at their discretion, appoint members of the society to chair special interest groups or fill certain positions necessary to ensure the normal functioning of the society.

Part 6 ---- Proceedings of Directors

  1. (2)  The directors may from time to time fix the quorum necessary to transact business, and unless so fixed the quorum shall be a majority of the directors then in office.

  2. (3)  The president shall be chairman 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 shall act as chairman; but if neither is present the directors present may choose one of their number to be chairman at that meeting.

  3. (4)  A director may at any time, and the secretary, on the request of a director, shall convene a meeting of the directors.

(2) A committee so formed in the exercise of the powers so delegated shall conform to any rules imposed on it by the directors, and shall report every act or thing done in exercise of those powers to the earliest meeting of the directors to be held next after it has been done.

  1. (2)  Such members so appointed may, at the discretion of the directors, be considered non-voting members of the executive for the term of their appointment and as such may be required to attend regular executive meetings.

  2. (3)  Appointed members can form committees to assist them in the performance of their duties as necessary.

  1. A committee shall elect a chairman of its meetings; but if no chairman is elected, or if at a meeting the chairman is 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 chairman of the meeting.

  2. The members of a committee may meet and adjourn as they think proper.

  3. 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.

  4. A director who may be absent temporarily from British Columbia may send or deliver to the address of the society a waiver of notice, which may be by letter, telegram, telex, cable, facsimile or any other suitable electronic means, of any meeting of the directors and may at any time withdraw the waiver, and until the waiver is withdrawn:

    1. (a)  no notice of meeting of directors shall be sent to that director; and

    2. (b)  any and all meetings of the directors of the society, notice of which has not been given to that

director shall, if a quorum of the directors is present, be valid and effective.

VMUG Computer Society Constitution and Bylaws

  1. (1) Questions arising at a meeting of the directors and committee of directors shall be decided by a majority of votes.

    (2) In case of an equality of votes the chairman does not have a second or casting vote.

  2. No resolution proposed at a meeting of directors or committee of directors need be seconded and the chairman of a meeting may move or propose a resolution.

  3. 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 ---- Duties of Officers

  4. (1) The president shall preside at all meetings of the society and of the directors.

    (2) The president is the chief executive officer of the society and shall supervise the other officers in the execution of their duties.

  5. The vice president shall carry out the duties of the president during his absence.

  6. The secretary shall:

    1. (a)  conduct the correspondence of the society;

    2. (b)  issue notices of meetings of the society and directors;

    3. (c)  keep, or cause to be kept, minutes of all meetings of the society and directors;

    4. (d)  have custody of all records and documents of the society except those required to be kept by

      the treasurer;

    5. (e)  have custody of the common seal of the society; and

    6. (f)  maintain or cause to be maintained the register of members.

  7. The treasurer shall:

    1. (a)  invoice and collect, or cause to be invoiced and collected, advertising and membership fees,

      and any other moneys due to the society,

    2. (b)  deposit, or cause to be deposited, all moneys received and/or collected in a financial

      institution registered in British Columbia.

    3. (c)  pay, or cause to be paid, all debts incurred by the society,

    4. (d)  keep or cause to be kept the financial records, including books of account, necessary to

      comply with the Society Act; and

    5. (e)  render financial statements to the directors, members and others when required.

44. (1)

The offices of secretary and treasurer may be held by one person who shall be known as the secretary treasurer.

(2) When a secretary treasurer holds office the total number of directors shall not be less than 5 or the greater number that may have been determined pursuant to bylaw 25 (2).

  1. In the absence of the secretary from a meeting, the directors shall appoint another person to act as secretary at the meeting.

    Part 8 ---- Seal

  2. The directors may provide a common seal for the society and may destroy a seal and substitute a new seal in its place.

  3. The common seal shall be affixed only when authorized by a resolution of the directors and then only in the presence of the persons prescribed in the resolution, or if no persons are prescribed, in the presence of the president and secretary or president and secretary treasurer.

VMUG Computer Society

Constitution and Bylaws

48. (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 the foregoing, by the issue of debentures.

49. (1)

The spending power of the executive for capital assets is limited to $250 without the sanction of a ordinary resolution at a general meeting.

50. (1)

Annual inventory of physical assets shall be taken within a month prior to and presented at the annual general meeting.

Part 9 ---- Fiscal

  1. (2)  The issuing of debentures or any other form of financial borrowing is not permitted without the sanction of a special resolution at a general meeting.

  2. (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.

(2) Disbursements over $25.00 shall be made only by cheque. All disbursements over $5.00 shall be supported by voucher or receipt. Disbursements shall be authorized by written policy or specific action of the Board of Directors. All cheques, drafts, notes and other evidence of indebtedness shall be signed by two of the following: president, vice president, treasurer, secretary.

(2) The power of the executive to dispose of capital assets is limited to $250 without the sanction of a ordinary resolution at a general meeting

Part 10 ---- Auditor

  1. This part applies only where the society is required or has resolved to have an auditor.

  2. The first auditor shall be appointed by the directors who shall also fill all vacancies occurring in the office of auditor.

  3. At each annual general meeting the society shall appoint an auditor to hold office until he is re- elected or his successor is elected at the next annual general meeting.

  4. An auditor may be removed by ordinary resolution.

  5. An auditor shall be promptly informed in writing of appointment or removal.

  6. No director and no employee of the society shall be auditor.

  7. The auditor may attend general meetings.

    Part 11 ---- Notices to Members

  8. A notice may be given to a member, either personally or by mail to him at his registered address.

  9. A notice sent by mail shall be deemed to have been given on the second day following that 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.

  10. (1) Notice of a general meeting shall be given to

    1. (a)  every member shown on the register of members on the day notice is given; and

    2. (b)  the auditor, if Part 10 applies.

VMUG Computer Society Constitution and Bylaws

  1. (2)  No other person is entitled to receive a notice of general meeting.

  2. (3)  No notice is required for the regularly scheduled monthly meeting, unless the society is required to change the time and/or place

    Part 12 ---- Bylaws

  1. On being admitted to membership, each member is entitled to and the society shall give him, without charge, a copy of the constitution and bylaws of the society.

  2. These bylaws shall not be altered or added to except by special resolution.

    Part 13 ---- Dissolution of the Society

  3. Upon the winding up and dissolution of the society, the directors shall donate all assets of the society, including all moneys, computer equipment, software, reference materials and any other tangible assets to a recognized educational institution of their choice.

    Revised to: March, 1998

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