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CONSTITUTION AND GENERAL BYLAWS
OF
PARKSVILLE ALUMNI NEWCOMERS’ CLUB
2007 / 2008
1. The purpose of the Club shall be to enable graduates from the Parksville Newcomers’ Club to continue to associate with each other through social
and special interest activities.
2. The Club is a non-profit organization and shall operate without financial gain.
MEMBERSHIP
3. All residents of Parksville and area who have been a member in good standing of the Parksville Newcomers’ Club for a minimum of 2 full years are eligible to join the Club, upon application and upon payment of the requisite dues.
4. Members may continue their membership in the Alumni for as long as they so desire.
5. As the purpose of the Club is to permit social interaction of its members, no member shall use the Club for soliciting business not related to the Club’s activities.
6. To maintain membership in good standing, members shall remit dues -
(a) upon joining, for new members
(b) at the beginning of the fiscal year, for continuing members
7. Members may only take part in Alumni activities and functions if their annual dues are fully paid for that year. When activities require “hosting”, all signed
up participants are expected to take their turn as host during the year.
MEETINGS OF MEMBERS
8. All meetings of members, except the Annual General Meeting or any special meeting, shall be held at the time and the place as determined by the Board of Directors from time to time.
9. An Annual General Meeting of members shall be held on a date and at a time as determined by the Board but in no event more than 60 days after the Club’s fiscal year end.
10. Notice of the time and place of the Annual General Meeting and any special meeting, or any adjournments thereof, shall be advised to members not less than 15 nor more than 45 days prior to the date of such meeting.
11. At a special or the Annual General Meeting of members each member in good standing is entitled to one vote. A member may not designate a proxy to vote on his/her behalf. At all meetings of members, all matters shall be decided by majority vote. Questions shall be voted upon by show of hands unless the Chairman of the meeting requests a vote by ballot.
12. A quorum for a special or Annual General Meeting shall be not less than 25% of the members in good standing, as
recorded by the most recent membership roll and present and in person. Should the 25% in attendance not be achieved at the start time of the meeting,
then one half hour after the publicized start time of the meeting, those in attendance shall be considered a quorum.
13. The business to be conducted at the Annual General Meeting shall be -
(a) the approval of the annual financial statements
(b) the report of the directors, if any
(c) the report of the auditor, if any
(d) the election of directors
(e) the appointment of the auditor, if required
(f) any other business arising from the report of the directors or arising under these bylaws.
14. A resolution proposed at any meeting must be seconded. The Chair of the meeting may propose or move a resolution.
15. In the case of a tie vote the Chair does not have a second or casting vote in addition to the vote to which he is entitled as a member, and the resolution
does not pass.
16. The accidental failure to give notice to a member shall not invalidate the proceedings at the meeting.
BOARD OF DIRECTORS
17. The management of the Club shall be vested in a Board of 6 directors ( President, Vice-president, Secretary, Treasurer, Activities Director, and Publicity and Special Events Director ), all of whom shall be members in good standing of the Club and which shall be known as the “Board of Directors” (the “Board”).
18. All directors shall resign effective at the Annual General Meeting following their election.
19. The immediate past president shall be an ex-officio member of the Board and shall be invited to attend all meetings of the Board but shall not be conferred
a right to vote at the meeting.
GENERAL POWERS AND DUTIES OF THE BOARD
20. The powers of the Board shall include the following:
(a) to appoint such officers and committees as it shall deem advisable and to prescribe their duties;
(b) to fix the membership fees and other charges, and the terms of payment thereof;
(c) to call meetings of members;
(d) to make and execute contracts in the name of the Club or authorize its officers of committees so to do; and
(e) to do all other things which it may deem necessary for the proper operation and management of the Club
21. Directors shall serve without remuneration but a director is entitled to be reimbursed for all expenses necessarily and reasonably incurred by the director while engaged in the affairs of the Club.
22. No director shall be liable for the acts, receipts, negligence or defaults of any other director or officer or for any loss, damage, or expense happening to the Club.
23. At each Annual General Meeting in May the members shall elect to the Board 6 members in good standing who shall hold office for one year or until their successors are elected or appointed. A retiring member of the Board shall be eligible for re-election. A member who is unable to be present for the elections may accept, in writing, a nomination for a Board position prior to that election meeting. A member present at the Annual General Meeting shall have the right to vote for 6 of those nominated.
VACANCIES OF THE BOARD
24. If a vacancy occurs in the Board, the remaining directors shall appoint a member to fill the vacancy until the next Annual General Meeting or until a successor is elected or appointed.
25. The members may, by special resolution, remove a director before the expiration of his/her term, and may elect a successor to complete the term of office.
MEETINGS OF THE BOARD
26. The President of the Club, or in his absence the Vice-president, may call at any time a meeting of the Board.
27. A majority of the members of the Board shall have the right to call a meeting of the Board by a request thereof transmitted in writing to the Secretary of the Club.
28. Meetings of the Board shall be held at such place and at such times as the President, or in his absence, the Vice-President, may select.
29. All questions arising at a meeting of the Board except as may be required by these bylaws to have a special majority vote, shall be decided by a majority vote. In the case of a tie vote, the chair shall not have a second or casting vote.
30. A resolution proposed at a meeting of directors or committees thereof need not be seconded and the chair of the meeting may move or propose a resolution.
31. 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.
32. A quorum for meetings of the Board shall be four (4) directors present in person.
DUTIES OF OFFICERS
33. The President shall be the chief executive officer of the Club; preside at all meetings of the Board and all meetings of members; be the spokesperson of the Club; and shall be a member ex-officio of all committees appointed by the Board.
34. In the absence of the President, the President’s duties shall be exercised by the Vice-president. In addition, the Vice-president shall plan and manage the major events of the Club.
35. The Secretary shall perform the duties usually pertaining to the office of Secretary including the due giving of notice of meetings of the Board and annual and special meetings of members; cause to be prepared minutes of all such meetings and the keeping of same in a minute book/binder.
36. The Treasurer shall collect all fees and dues owing to the Club and deposit the same forthwith in the Club’s bank account; pay all accounts of the Club; keep an up-to-date record of the Club’s finances and render forthwith upon request an accounting thereof to the Board or to the president.
37. The Director of Activities shall co-ordinate all on-going activities of the Club with the assistance of conveners for each activity.
38. The Director of Publicity and Special Events shall oversee the Club website, newsletter and speaker list. This position will lead in the planning of any Club
one time special events/activities.
EXECUTION OF DOCUMENTS
39. Bills of exchange, drafts, promissory notes, cheques, documents pertaining to any of the Club’s bank accounts and orders for the payment of money on
behalf of the Club by way of overdraft or otherwise shall be signed by such directors, officers or other persons as the Board may direct from time to time.
The signing officers for the Parksville Alumni Newcomers’ Club shall be designated as the current President, Vice President and Treasurer. Any two of
these officers can co-sign the Club cheques.
40. All other documents on behalf of the Club shall be executed as the Board may direct from time to time.
RESPONSIBILITY OF THE CLUB
41. The Club shall not be responsible for the loss of property of members or their guests or for any damage or personal injury sustained by them. All members should arrange fire, theft and burglary and personal liability insurance coverage through their own insurance agents.
42. Any loss or damage to Club property whether as owner or tenant shall be charged to the member responsible.
OTHER MATTERS
43. The fiscal year of the Club shall end on April 30 each year.
44. On being admitted to membership, every member is entitled to, and the Club must give the member without charge, a copy of the bylaws of the Club if so
requested by the new member.
DISSOLUTION AND WINDING UP
45. In the event of the winding up and dissolution of the Club, any assets remaining after the payment of all debts of the Club shall be disbursed in such manner as shall be determined by a resolution approved by two-thirds of members present at a special meeting of members called for the purpose of dissolving the Club.
Approved by the membership at the May 17, 2007 Annual General Meeting
May, 2007