DPECA: Association Bylaws
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PURPOSE.
The purpose of the Association shall be to foster the welfare of the residents
living in the area known as Dean Park Estates and shall include, but not be
limited to:
(a) representing the interest of the area before North Saanich Municipal
(b) ensuring that the building scheme (restrictive covenants) applicable to the
area is maintained; and where or when changes to the scheme are desired,
they only be made with the express wishes of a majority of the residents
thereby affected;
(c) representing the interest of the area in those matters primarily controlled
by the Capital Regional District Board; and
(d) fostering the recreational and educational needs of the area.
BY-LAWS.
Part 1 - Interpretation
1 (a) In these bylaws, unless the context otherwise requires:
"directors" means the directors of the Association 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.
(b) The definitions in the Society Act on the date these bylaws become
effective apply to these by-laws.
2 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
3 Membership in the Association shall be open to any adult (19 years of
age or over) owner of property in Dean Park Estates.
4 A person may apply to the directors for membership in the Association
and on acceptance by the directors is a member.
5 (a) Every member must uphold the constitution and comply with
these bylaws.
(b) On being admitted to membership, each member is entitled to, and on
request the Association must give the member, without charge, a copy of the
constitution and bylaws of the Association.
6 (a) Annual Membership fees shall be as determined at the Annual
General Meeting of the Association.
(b) The membership year shall be from April 1st To March 31st in each year.
7 A person ceases to be a member of the Association
(a) by delivering his or her resignation in writing to the secretary of the
Association or by mailing or delivering it to the address of the Association,
(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.
8 (a) A member may be expelled by a special resolution of the
members passed at a general meeting.
(b) The notice of special resolution for expulsion must be accompanied by a
brief statement of the reasons for the proposed expulsion.
(c) The person who is the subject of the proposed resolution for expulsion must
be given an opportunity to be heard at the general meeting before it is put to a
vote.
9 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 Association, and the member is not in
good standing so long as the debt remains unpaid.
Part 3 - Meetings of Members
10 General meetings of the Association must be held at the time and place,
in accordance with the Society Act, that the directors decide.
11 Every general meeting, other than an annual general meeting, is an
extraordinary general meeting.
12 (a) The directors may, when they think fit, convene an extraordinary
general meeting.
(b) A general meeting must be called on the signed requisition of 10% or more
of the voting members of the Association within 21 days of its receipt by the
Executive Committee. Such requisition shall
(i) state the purpose of the meeting,
(ii) be signed by the requisitioners and
(iii) be delivered to the address of the Association.
13 (a) Notice of a general meeting must specify the place, day and hour
of the meeting, and, in the case of special business, the general nature of that
business.
(b) 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.
14 A regular Annual General Meeting of the Association shall be held at
least once in every calendar year. The purpose of the Annual General Meeting
will be:
(a) to allow the Directors to present a summary of activities for the
previous year;
(b) presentation of a financial summary and proposed budget for the
ensuing year;
(c) setting of annual fees;
(d) election of Directors for the ensuing year; and
(e) conducting general business of the Association.
Part 4 - Proceedings at General Meetings
15 Special business is
(a) all business at an extraordinary general meeting except the adoption of
rules of order, and all business conducted at an annual general meeting, except
the following:
(i) the adoption of rules of order;
(ii) the consideration of the financial statements;
(iii) the report of the directors;
(iv) the report of the auditor, if any;
(v) the election of directors;
(vi) the appointment of the auditor, if required;
(vii) the other business that, under these bylaws, ought to be conducted at an
annual general meeting, or business that is brought under consideration by the
report of the directors issued with the notice convening the meeting.
16 (a) 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.
(b) 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.
(c) A quorum is 10 members present or such other number that the
members may determine at a general meeting.
17 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 from the time appointed for the meeting, the members present constitute
a quorum.
18 Subject to bylaw 19, the president of the Association, the vice president
or, in the absence of both, one of the other directors present, must preside as
chair of a general meeting.
19 If at a general meeting
(a) there is no president, vice president or other director present within 15
minutes after the time appointed for holding the meeting, or
(b) the president 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.
20 (a) A general meeting may be adjourned from time to time and from
place to place, but business must not be conducted at an adjourned meeting
other than the business left unfinished at the meeting from which the
adjournment took place.
(b) When a meeting is adjourned for 10 days or more, notice of the
adjourned meeting must be given as in the case of the original meeting.
(c) Except as provided in this bylaw, it is not necessary to give notice of an
adjournment or of the business to be conducted at an adjourned general
meeting.
21 (a) Voting is by show of hands, unless otherwise determined.
(b) Voting by proxy is not permitted
(c) Each property shall be assigned one vote only and only members in good
standing may vote.
(d) 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.
22 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 must be considered as a member for all
purposes with respect to a meeting of the association.
Part 5 - Directors and Officers
23 The Directors shall conduct the day-to-day activities of the Association.
24 (a) 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 statute or otherwise lawfully directed or required to be exercised or done
by the Association in a general meeting, but subject, nevertheless, to
(i) all laws affecting the society,
(ii) these bylaws, and
(iii) rules, not being inconsistent with these bylaws, that are made from time
to time by the Association in a general meeting.
(b) A rule, made by the Association 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.
25 The number of directors shall be at least 7 or a greater number
determined from time to time at a general meeting.
26 (a) The directors must retire from office at each annual general
meeting when their successors are elected.
(b) The directors shall be elected by the membership at each Annual
General Meeting, and the directors shall elect the officers, President,
Vice-President, Secretary and Treasurer, from within their number at their first
meeting following the Annual General Meeting.
(c) An election may be by acclamation, otherwise it must be by ballot.
(d) If a successor is not elected, the person previously elected or appointed
continues to hold office.
27 (a) The directors may at any time and from time to time appoint a
member as a director to fill a vacancy in the directors.
(b) A director so appointed holds office only until the conclusion of the next
annual general meeting of the Association,
28 (a) If a director resigns his or her office or otherwise ceases to hold
office, the remaining directors must appoint a member to take the place of the
former director.
(b) An act or proceeding of the directors is not invalid merely because there
is less than the prescribed number of directors in office.
29 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.
30 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 Association.
Part 6 - Proceedings of Directors
31 (a) 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.
(b) 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.
(c) The president 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 president must act as chair, but if neither is
present the directors present may choose one of their number to be the chair
at that meeting.
(d) A director may at any time, and the secretary, on the request of a
director, must, convene a meeting of the directors.
32 (a) The Directors may delegate any, but not all of their powers to
committees consisting of at least three members of the Association at least one
of whom is a director.
(b) A committee so formed in the exercise of the powers so delegated must
conform to any rules imposed on it by the directors, and must report every act
or thing done in exercise of those powers to the earliest meeting of the
directors held after the act or thing has been done.
33 A committee must elect a 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 must choose one of their number to be the chair of the meeting.
34 The members of a committee may meet and adjourn as they think
proper.
35 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.
36 A director who may be absent temporarily from British Columbia may
send or deliver to the address of the Association a waiver of notice of any
meeting of the directors and may at any time withdraw the waiver, and until the
waiver is withdrawn,
(a) a notice of meeting of directors is not required to be sent to that
director, and
(b) any and all meetings of the directors of the Association, notice of which
has not been given to that director, if a quorum is present, are valid and
effective.
37 (a) Questions arising at a meeting of the directors and committees
of directors must be decided by a majority of votes.
(b) In the case of a tie vote, the chair does not have a second or casting
vote.
38 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
39 (a) The president presides at all meetings of the Association and of
the directors.
(b) The president is the chief executive officer of the Association and must
supervise the other officers in the execution of their duties.
40 The vice president must carry out the duties of the president during the
president's absence.
41 The secretary must do the following:
(a) conduct the correspondence of the Association;
(b) issue notices of meetings of the Association and directors;
(c) keep minutes of all meetings of the Association and directors;
(d) have custody of all records and documents of the Association except
those required to be kept by the treasurer
(e) have custody of the common seal of the Association;
(f) maintain the register of members.
42 The treasurer must
(a) keep the financial records, including books of account, necessary to
comply with the Society Act and
(b) render financial statements to the directors, members and others when
required.
43 (a) The offices of secretary and treasurer may be held by one
person who is to be known as the secretary treasurer.
(b) If a secretary treasurer holds office, the total number of directors must
not be less than 6 or the greater number that may have been determined
under bylaw 25.
44 In the absence of the secretary from a meeting, the directors must
appoint another person to act as secretary at the meeting.
Part 8 - Seal
45 The directors may provide a common seal for the Association and may
destroy a seal and substitute a new seal in its place.
46 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 9 - Borrowing
47 No debt shall be incurred by the Association.
Part 10 - Auditor
48 This Part applies only if the Association has resolved to have an auditor.
(a) The first auditor must be appointed by the directors who must also fill all
vacancies occurring in the office of auditor.
(b) At each annual general meeting the Association must appoint an auditor
to hold office until the auditor is re-elected or a successor is elected at the next
annual general meeting.
(c) An auditor may be removed by ordinary resolution.
(d) An auditor must be promptly informed in writing of the auditor's
appointment or removal.
(e) A director or employee of the Association must not be its auditor.
(f) The auditor may attend general meetings.
Part 11 - Notices to Members
49 A notice may be given to a member, either personally or by mail to the
member at the member's registered address.
50 A notice sent by mail is 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.
51 (a) Notice of a general meeting must be given to
(i) every member shown on the register of members on the day notice is
given, and
(ii) the auditor, if Part 10 applies.
(b) No other person is entitled to receive a notice of a general meeting.
Part 12 - Amendment
52 Amendment of the Title or Purpose may be made only by a special
resolution passed by a vote of 75% of members present and voting at a
general meeting of the Association.
53 These bylaws must not be altered or added to except by a special
resolution passed at a general meeting.