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CONSTITUTION

  1.  The name of the society is the BRITISH COLUMBIA HOCKEY HALL OF FAME.
  2.  The purposes of the society are
    a) To honor and recognize excellence and achievement within the sport of ice hockey within British Columbia;
    b) To record the history of ice hockey within British Columbia and elsewhere;
    c) To gather and display memorabilia of ice hockey within British Columbia and elsewhere for the carrying out the purposes of the society.

BYLAWS

Bylaws of the British Columbia Hockey Hall of Fame (the “Society”)

Part 1 – Definitions and Interpretation

In these bylaws, unless the context otherwise requires:

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

(2) “Act” means the Societies Act of British Columbia as amended from time to time in force and all amendments to it;

(3) “registered address” of a member means the member’s address as recorded in the register of members;

(4) “Board” means the directors of the Society;

(5) “Bylaws” means these Bylaws as altered from time to time;

(6) “Extraordinary general meeting” means every general meeting, other than an annual general meeting;

(7) “Special Resolution” means a resolution requiring a majority of not less than 75% of the votes cast in order to be passed.

(8) “Board Chair” means the individual annually determined by the directors as Chair of the Board.

(9) “Board Liaison” means an individual designated as the official communication link to and from the Board to a Committee or Work Group.

(10) “Board Nominating Committee Chair” means the individual appointed as Chair of the Board Nominating Committee as outlined in the Committee Terms of Reference.

1.1 The definitions in the Societies Act on the date these bylaws become effective apply to these bylaws.

1.2 If there is conflict between these bylaws and the Act or the regulations under the Act, the Act or the regulations, as the case may be, prevail.

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

Official Rules of Order

1.4 The current edition of Roberts Rules of Order is the official rules of order covering all meetings of the Society.

Inspection of Records

1.5 Upon (7) days of written notice to the Executive Director of the Society, the records of the Society shall be made available for inspection to the extent and manner prescribed in the Act, at the office of the Societies’ Executive Director during normal office hours.

If a member requests a copy of a record it shall be provided at a fee established by the Board, in accordance with the Act.

Not for Profit

1.6 The purpose of this Society shall be not for profit.

 

Part 2 – Members

Application for membership
2.1 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.

2.2 A person may apply to the Board for membership in the Society and the person becomes a member on the Board’s acceptance of the application.

Duties of Members
2.3 Every member must uphold the constitution and comply with these bylaws.

Amount of Membership dues
2.4 The amount of the annual membership dues, if any, are determined by the Board.

Member not in good standing

2.5 A voting member who is not in good standing

(a) may not vote at a general meeting, and

(b) is deemed not to be a voting member for the purpose of consenting to a resolution of the voting members

Termination of membership

2.6 A person ceases to be a member of the society;

(a) 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.
(b) on his or her death or, in the case of a corporation, on dissolution,
(c) on being expelled, or
(d) on having been a member not in good standing for 12 consecutive months.

2.7 A member may be expelled by a special resolution of the Board

(a) The notice of special resolution for expulsion must be accompanied by a brief statement of the reason for the proposed expulsion.
(b) The person who is the subject of the proposed resolution for expulsion must be given an opportunity to be heard By the Board before the special resolution is put to a vote.

2.8 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 the member to the Society, and the member is not in good standing so long as the debt remains unpaid.

Constitution and bylaws of the society to members

2.9 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.

Part 3 – General Meetings of Members

3.1 General meetings of the Society must be held at the time and place, in accordance with the Act, that the board decides.

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

3.3 The board may, when it thinks fit, convene an extraordinary general meeting.

3.4 Notice of a general meeting must specify the place, day and hour of the meeting and, in case of special business, the general nature of that business.

3.5 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.

3.6 The first annual general meeting of the society must be held not more than 15 months after the fate of incorporation and after that an annual general meeting must 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.

Notice of a general meeting

3.7 Notice of a general meeting must be given to;

(a) every member shown on the register of members on the day notice is given, and
(b) the auditor, if Part 8 applies
(2) No other person is entitled to receive a notice of a general meeting.

Notice of special business

3.8 A general meeting notice must state the nature of any business, other than ordinary business, to be transacted at the meeting in sufficient detail to permit a member receiving the notice to form a reasonable judgement concerning that business.

Ordinary business at general meetings

3.9 Ordinary business is;

  • adoption of rules of order
  • consideration of any financial statements of the Society presented to the meeting;
  • consideration of the reports, if any, of the directors or auditor;
  • election of directors
  • appointment of an auditor, if any;
  • business arising out of a report by the directors not requiring the passing of a special resolution.

Chair of general meeting

3.10 The Board Chair of the society, or a director appointed as Board Vice-Chair or, in the absence of both, one of the other directors that is present, must preside as chair of a general meeting.

Alternate chair of general meeting

3.11 If at a general meeting;

(a) there is no Board Chair, Board Vice-Chair or other director present within 15 minutes after the time appointed for holding the meeting, or
(b) the Board Chair, Board Vice-Chair and all the other directors present are unwilling to act as the chair, the members present must choose one of their number to be the chair.

 Quorum

3.12 Business, other than the election of the chair of the meeting and the adjournment or termination of the meeting, must not be transacted at a general meeting unless a quorum of voting members is present.

3.13 A quorum for the transaction of business at a general meeting is three (3) voting members or 10% of the voting members, whichever is greater.

Lack of quorum

3.14 If within 30 minutes from the time set for holding a general meeting, a quorum of voting members is not present,

(a) the meeting, if convened on a requisition of members, must be terminated,

(b) in any other case, the meeting stands adjourned to the same day in the next week, at the same time and place, and if, at the continuation of the adjourned meeting, a quorum is not present within 30 minutes from the time set for holding the continuation of the adjourned meeting, the voting members who are present constitute a quorum for that meeting.

If quorum ceases to be present

3.15 If, at any time during a general meeting, there ceases to be a quorum of voting members present, business then in progress must be suspended until there is a quorum present or until the meeting is adjourned or terminated.

Adjournments by Chair

3.16 The chair of a general meeting may, or, if so directed by the voting members at the meeting, must, adjourn the meeting from time to time and from place to place, but no business may be transacted at the continuation of the adjourned meeting other than business left unfinished at the adjourned meeting.

Notice of continuation of adjourned general meeting

3.17 It is not necessary to give notice of a continuation of an adjourned general meeting or of the business to be transacted at a continuation of an adjourned general meeting except that, when a general meeting is adjourned for 30 days or more, notice of the continuation of the adjourned meeting must be given.

 Order of business at general meeting

3.18 The order of business at a general meeting is as follows:

(a) elect an individual to chair the meeting, if necessary;

(b) determine that there is a quorum;

(c) approve the agenda;

(d) approve the minutes from the last general meeting;

(e) deal with unfinished business from the last general meeting;

(f) if the meeting is an annual general meeting,

(i) receive the directors’ report on the financial statements of the Society for the previous financial year, and the auditor’s report, if any, on those statements,

(ii) receive any other reports of directors’ activities and decisions since the previous annual general meeting,

(iii) elect or appoint directors, and

(iv) appoint an auditor, if any;

(g) deal with new business, including any matters about which notice has been given to the members in the notice of meeting;

(h) terminate the meeting.

 Proceedings at General Meetings

3.19 A resolution proposed at a meeting need not be seconded, and the chair of the meeting may move or propose a resolution.

3.20 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.
3.21 A member in good standing present at a meeting of members is entitled to one vote.

Methods of Voting

3.22 At a general meeting, voting must be by a show of hands, an oral vote or another method that adequately discloses the intention of the voting members, except that, if before or after such a vote, two or more members request a secret ballot or a secret ballot is directed by the chair of the meeting, voting must be by a secret ballot.

3.23 Voting by proxy is not permitted

3.24 A matter to be decided at a general meeting must be decided by ordinary resolution unless the matter is required by the Act or these bylaws to be decided by special resolution or by another resolution having a higher voting threshold than the threshold for an ordinary resolution.

Special Resolution Threshold

3.25 The threshold for approval of a special resolution is 75% of the votes cast.

Bylaws altered by Special Resolution

3.26 These bylaws must not be altered or added except by special resolution.

Part 4 – Directors and Officers

 Number of directors on the Board

4.1 The society must have no fewer than three (3) and no more than nine (9) directors including the Board Chair.

 Nomination for the position of director

4.2 Any individual, other than a paid employee of the society, meeting the qualifications set by the Act (Part 5 – 43) may apply.

4.3 Nominations are to be vetted by the Board Nominating Committee and verified as eligible to serve as a director.

4.4 Individuals seeking to continue another term as director are obligated to follow the nomination process.

4.5 Nominations from the floor at the Annual General Meeting are not permitted.

Election of Directors

4.6 At each Annual General Meeting elections will be held to fill positions of the elected directors whose terms have expired as well as any other vacancies that have occurred.

4.7 Members, including the Board Chair, are entitled to one vote for each director position to be filled.

4.8 Director positions shall be filled by the nominees receiving the most votes, or by acclamation.

4.9 The Board Nominating Committee Chair shall oversee the election process.

4.10 Directors shall be elected for two-year terms unless otherwise specified in these bylaws.

4.11 In the event that both elected directors whose terms have expired and other vacancies are required to be filled, two year terms shall be awarded, in order, to those receiving the highest number of votes and the other vacancies shall be filled, in order, to complete the term of the vacant director position(s).

4.12 Voting shall be conducted electronically.

4.13 Should there be a tie for the final director position or positions, the names of the tied nominees shall appear on a new ballot and the voting procedure shall continue. Should the vote for the final director position(s) remain tied for three (3) consecutive ballots a random draw conducted by the Board Nominating Committee Chair shall determine the final director(s).

Determination of the Board Chair

4.14 Candidates wishing to serve as Board Chair must be an elected director in either the first or second year of a term.

4.15 Candidates seeking to serve as Board Chair must annually indicate their desire to do so.

4.16 Annually, the directors shall be responsible for selecting a Board Chair from among the elected directors whom have indicated their desire to serve as Board Chair.

4.18 The process shall be concluded no later than thirty (30) days following the AGM, annually.

4.19 The Board Nominating Committee Chair shall oversee the process.

Terms of Office

4.20 Directors shall be allowed to serve a maximum of four (4) consecutive terms. The commencement of the term count shall be with terms beginning at the 2021 AGM. At the conclusion of four (4) consecutive terms the individual is not allowed to run for a director position for one (1) year. For the purpose of this bylaw a term includes any part of a term.

Filling a Director vacancy

4.21 The Board may, at any time, appoint a member as a director to fill a vacancy that arises on the Board as the result of the resignation, death or incapacity of a director during the director’s term of office.

 4.21 It shall be a decision of the Board as to whether a vacancy is filled prior to election at the next AGM.

4.22 The Board Nominating Committee shall solicit candidates to fill the vacated position on an interim basis and submit a list to the Board.

4.23 From the vacated position candidate list the Board shall select the interim director.

4.24 A director appointed by the Board to fill a vacancy retires as a director at the end of next AGM of the Society.

4.25 To continue as a Director, the interim director shall be required to be nominated and elected at the next AGM.

Transitional Clause

4.26 At the Annual General Meeting 2020, all directors shall be elected for a one (1) year term.

Once the Board of Directors is determined at the Annual General Meeting 2020, the Board of Directors shall determine five (5) Directors to serve a two-year term and four (4) directors to serve a one-year term. The process and determination of each Director’s term length shall be concluded prior to June 1, 2020. Those receiving a one-year term shall be required to be nominated and run for election at the next AGM.

The Board Nominating Committee Chair shall oversee the process.

 

Part 5 Board Positions

Appointment or election to Board positions

5.1 Directors must be elected or appointed to the following Board positions and a director other than the Board Chair may hold more than one position;

(a) Board Chair;

(b) Board Vice-Chair;

(c) The Executive Director, non-voting, shall hold the position of Secretary;

(d) The Executive Director, non-voting, shall hold the position of Treasurer.

5.2 In absence of the Executive Director the Board Chair shall appoint a Secretary and Treasurer.

Role of Board Chair

5.3 The Board Chair is responsible for the management, the development and the effective performance of the Board of Directors and its committees. The Board Chair represents the society to other organizations and to the public.

The Board Chair is responsible to;

  • Call meetings of the Board
  • Preside over all meetings of the Directors or in absence, name a meeting Chair
  • Preside over Annual and Special General Meetings
  • Rule on quorum
  • Manage conflict of interest of the directors in accordance with Policy.
  • Designate directors to do Board work
  • Name chairs of all Standing Committees and Work Groups
  • Take disciplinary action as per the societies’ bylaws, policies.
  • Represent the society publicly and with the membership
  • May move or propose resolution(s) to amend the bylaws and policies.
  • Be a signing authority for the society.
  • Exercise all duties and powers of the board when, in the case of emergency, it is impractical to obtain a vote of the board.

 Role of the Board Vice Chair

5.4 The vice-chair is responsible for carrying out the duties of the chair should the chair be unable to act.

Role of the secretary

5.5 The secretary is responsible for doing or making necessary arrangements for,

(a) issuing notices of general meetings and directors’ meetings;

(b) taking minutes of general meetings and directors’ meetings;

(c) keeping the records of the Society in accordance with the Act;

(d) conducting the correspondence of the Board;

(e) filing the annual report of the Society and making any other filings with the registrar under the Act.

Absence of secretary from meeting

5.6 In the absence of the secretary from a meeting, the Board must appoint another individual to act as secretary at the meeting.

Role of treasurer

5.7 The treasurer is responsible for doing, or making the necessary arrangements for, the following:

(a) receiving and banking monies collected from the members or other sources;

(b) keeping accounting records in respect of the Society’s financial transactions;

(c) preparing the Society’s financial statements;

(d) making the Society’s filings respecting taxes.

Role of a director

5.8 A director’s responsibility is to uphold and support BC Hockey Hall of Fame Bylaws, Policies and Procedures. Their Fiduciary duty to the organization requires them to exercise their powers in the best interests of the organization to act in good faith and trust.

5.9 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 statue or otherwise lawfully directed or required to be exercised or done by the society in a general meeting, but subject, nevertheless to
(a) all laws affecting the Society,
(b) these bylaws, and
(c) rules, not being inconsistent with these bylaws, that are made from time to time by the society in a general meeting.

5.10 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.

5.11 An act or proceeding of the directors is not invalid merely because there are less than the prescribed numbers of directors in office.

5.12 The directors are responsible to;

  • Be informed and uphold the BC Hockey Hall of Fame Constitution, Bylaws, Policies, Procedures.
  • Be informed of the legislation under which the BC Hockey Hall of Fame operates.
  • Offer personal perspectives and opinions on Board items by voicing clearly and explicitly at the time an item is being discussed.
  • As required, request the review of a decision, upon reasonable grounds
  • Know and respect the distinction in roles played by Directors, Committees and staff.
  • Prepare for and attend Board of Directors meetings.
  • Act as Chair, Member, or Board Liaison to assigned Committees or Work Groups. As required represent the thoughts and feelings of these groups to the Board.
  • Participate in decision making, policy setting and strategic planning.
  • Identify and be vigilant of risks to the organization
  • declare any apparent or real personal conflict of interest
  • Be informed about activities of the BC Hockey Hall of Fame and its partners as well as general trends and decisions in sport.
  • Adhere to any BC Hockey Hall of Fame procedures on public comments or release of information.

 Removal of a Director

5.13 A director may be removed by the Members in accordance to Section 50 of the Societies Act.

 5.14 In extraordinary circumstances a director may be indefinitely suspended by the Board Chair until the time when the case can be heard by the Board.

 Suspension of a Director

5.15 A director may be suspended by the Board.

  • The reason(s) for the proposed suspension is required to be delivered to the director in question fifteen (15) days prior to the date the matter will be voted on by the Board.
  • The director in question is to be informed as to where and when the Board will meet to make the decision.
  • The director in question is to be given the opportunity to be heard by the Board.
  • The motion to suspend a director requires a 75% majority to pass.
  • The director in question is not allowed a vote.

Executive Director

5.16 The Executive Director is appointed by the Board.

5.17 The Executive Director shall;

(a) be answerable to the Board;

(b) report to the Board through the Board Chair;

(c) be responsible for the day to day operation of the society;

(d) attend and have speaking privileges at Board, Committee, and work group meetings;

(e) prepare an annual operating plan;

(f) serve as secretary and treasurer of the society;

(g) interpret the bylaws and policies of the society;

(f) represent the society in conjunction with the Board Chair with matters involving government, membership, corporate community and publicly.

Part 6 – Directors Meetings

Calling directors’ meetings

6.1 A directors’ meeting may be called by the Board Chair or by any three other directors.

6.2 The directors may meet at the places they think fit to conduct business, adjourned and otherwise regulate their meetings and proceedings as they see fit.

6.3 Meetings may be by electronic means or in-person.

Director Meeting Chair

6.4 The Board Chair is the chair of all meetings of the directors, but if at a meeting the Board Chair 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 the chair at the meeting.

Notice of directors’ meetings

6.5 A minimum of 2 days’ notice must be given unless all directors agree to a shorter notice period.

Proceedings valid despite omission to given notice

6.6 The accidental omission to give notice of a directors’ meeting to a director, or the non-receipt of a notice by a director, does not invalidate proceedings at the meeting.

Conduct of directors’ meetings

6.7 The directors may regulate their meetings and proceedings as they think fit.

Quorum of directors

6.8 The quorum for the transaction of business at a directors’ meeting is a majority of the directors.

Resolutions and voting of directors

6.9 Questions arising at a meeting of the directors are decided by a simple majority of votes.

6.10 In the case of a tie vote, the chair does not have a second or casting vote.

6.11 A resolution proposed at a meeting of directors need not be seconded, and the chair of a meeting may move or propose a resolution.

6.12 A resolution in writing, signed by all the directors and placed with the minutes at the directors, is as valid and effective as if regularly passed at a meeting of directors.

Part 7 – Committees

7.1 The Board of Directors may form standing committees to accomplish work on behalf of the Board.

7.2 The standing committees of the Board are as follows; Audit Finance Committee, Governance Committee, Human Resources Committee, Induction and Awards Committee, Board Nominating Committee.

7.3 The Audit Finance Committee, Governance Committee, Human Resources Committee shall have a director, appointed by the Board Chair, as Chair.

7.4 The Induction and Awards Committee shall have a Director appointed as a Board Liaison between the Committee and the Board.

7.5 The Board Nominating Committee Chair and its committee members shall be individuals at arms’ length from the Board.

7.6 The terms of reference for standing committees shall be approved by the Board. Each standing committee may recommend to the Board any changes to its terms of reference.

7.7 Any individual serving on a standing committee shall hold office at the pleasure of the Board Chair and may be removed from office at any time at the absolute discretion of the Board Chair.

Audit Finance Committee

7.8 The Audit Finance Committee mandate is to provide financial oversight for the organization. Associated activities involve; budgeting, financial planning, financial reporting, and monitoring of internal financial controls, financial accountability policies and financial risk management.

Governance Committee

7.9 The Governance Committee is responsible advising the Board on the governance structure of the Organization, as well as the processes of its Board, Committees and Work Groups as stated in bylaws, policy and procedure.

Other associated activities involve assistance in;

  • updating BC Hockey Hall of Fame governance resources,
  • educating Board, Committee and Work Group members,
  • advising on revisions to bylaws, policy and procedure
  • designing evaluation mechanism(s) for the Board, Directors and Executive Director

Human Resources Committee

7.10 The Human Resources Committee is responsible for overseeing the establishment of employment policies for the BC Hockey Hall of Fame staff and volunteers, and for monitoring compliance with those policies.

Induction and Awards Committee

7.11 The Induction and Awards Committee is responsible for ensuring the most deserving inductee and award candidates are; identified, researched, and recommended to the Board of Directors for induction to the BCHHoF in; Players, Officials, Builders and Team categories. Upon selection of new inductees, communication and promotion are actions undertaken by the Induction and Awards Committee.

Other associated activities involve identifying, researching, and recommending to the Board of Directors recipients for other BCHHoF awards and bursaries. As well, the Induction and Awards Committee makes recommendations on aspects of the Annual Induction Celebration.

Board Nominating Committee

7.12 The Board Nominating Committee is responsible for researching, identifying, vetting and producing a slate of qualified and skilled persons that commit to lead the BCHHoF through policy governance in their role as a Director of the BCHHoF.

The Chair of the Board Nominating Committee shall oversee any election conducted as contained in Part 4 of these bylaws.

Work Groups

7.13 The Board may, from time to time, form Work Group(s) to undertake specific projects or topics and report to the Board. The Work Group will be active for a stated period of time or upon completion of the mandate, and then be dissolved. Members of Work Groups are appointed by the Board Chair.

Task Groups

7.14 The Executive Director may establish Task Groups in order to fulfill Operational Plan components. Members of Task Groups are appointed by the Board.

 Part 8 Financial

Remuneration of Directors
8.1 The Society is not permitted to pay director remuneration for being a director.

8.2 Remuneration may be paid to a director by the Society, subject to the Act, for services provided to the Society in another capacity.

8.3 A director may be reimbursed reasonable expenses for the performance of duties as a director.

Fiscal Year

8.4 The fiscal year of the society begins on January 1 and ends on December 31 of a given year. Any alteration to the date requires special resolution.

 Signing authority

8.5 A contract or other record to be signed by the Society must be signed on behalf of the Society.

8.6 The Signing authorities of the society shall be the Executive Director, the Board Chair and an assigned director. In exceptional circumstances one or more individuals authorized by the Board may sign the record on behalf of the Society.

Borrowing
8.7 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.

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

8.9 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 9 – Auditor

 9.1 Should the BC Hockey Hall of Fame be required to have an auditor by the Society’s bylaws, or decide to have an auditor at any time, all of section 9 below must be adhered to.

 Approval of an auditor

9.2 A resolution to appoint the auditor is to be completed as ordinary business at the annual general meeting. In extraordinary situations the Board of Directors may approve an interim auditor to serve until appointment at the next annual general meeting.

Requirements for changing auditor

9.3   At an annual general meeting, a resolution appointing an auditor, other than the incumbent auditor, must not be proposed unless

(a)the incumbent auditor has declined reappointment, or

(b)at least 14 days’ written notice of the proposed resolution has been given to

(i)all persons entitled to receive notice of the meeting, and

(ii)the incumbent auditor.

Comparative financial statements

9.4 The financial statements of the Society must be prepared as comparative financial statements relating separately to

(a)the period determined under section 35 (2) of the Societies Act, and

(b)the preceding period, if any, in relation to which financial statements for the Society were prepared.

Exception to requirement for comparative financial statements

9.5 Despite Reporting Society Provision 8.3, the financial statements of the Society may deal with only the period determined under section 35 (2) of the Societies Act if the reason for doing so is set out in the financial statements.

Providing financial statements and auditor’s report to auditor and members

9.6   At least 10 days before the date of each annual general meeting, the Society must send to the auditor and to each member a copy of;

(a) the financial statements that are to be presented at the meeting, and

(b) the auditor’s report, as defined in section 1 of the Societies Act, on those financial statements.

Providing financial statements and auditor’s report to security holder

9.7  The Society, on request of a person holding a bond, debenture, note or other evidence of debt obligation, whether secured or unsecured, of the Society, must send to the person a copy of the Society’s latest financial statements and a copy of the auditor’s report, as defined in section 1 of the Societies Act, on those financial statements.

Part 10 – General

Unforeseen circumstances

10.1 The Board of Directors shall have the final decision on any matters not provided for in these bylaws.

 Custody and use of Seal
10.2 The directors may provide a common seal for the society and may destroy a seal and substitute a new seal in its place.

10.3 The common seal must be affixed only when authorized by 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 Board Chair and Executive Director.

10.4 The seal shall remain in the custody of the Executive Director of the Society.

Indemnity

10.5 Every director, Standing Committee participant, Work Group participant, employee or volunteer staff member of the Society shall be indemnified by the Society against such claims and for such conduct as may be specified within the Societies general liability and directors’ insurance policies as amended from time to time.

Rights

10.6 The Society is the owner of all rights emanating from events coming under its jurisdiction without any restrictions as to content, time, place and law. These rights include, among others, every kind of financial rights, audio-visual rights and radio recording, reproduction and broadcasting rights, multimedia rights, marketing and promotional rights, incorporeal rights and intellectual property rights.

10.7 The Board shall decide whether these rights shall be used exclusively, or jointly with a third party or entirely through a third party.

Liquidation

10.8 The Society may be dissolved or liquidated and dissolved by;

(a) a dissolution initiated by the members of the society

(b) a liquidation and dissolution initiated by the members or

(c) a court ordered liquidation and dissolution initiated by an application to the court.

Dissolution

10.9 In the event that the Society shall be wound up or liquidated in accordance with the provision of the Act, all the assets and property, real or personal, held by the Society, shall be transferred and conveyed to such other British Columbia organization or organizations having objects all together or in part similar to the objects of the Society. Such other British Columbia organization or organizations shall be selected by the Society upon liquidation.

Should the Society which received gaming and /or direct charitable access, at any time dissolve or cease to exist, have any and all gaming money and assets purchased with gaming funds held at the date of dissolution or cessation of existence these/they shall be distributed by the Society to a recognized charitable organization or organizations in British Columbia having similar charitable purposes.

This provision may be altered by a special resolution.