DNBIA Constitution & Bylaws

DOWNTOWN NANAIMO BUSINESS IMPROVEMENT ASSOCIATION

 CONSTITUTION

1.    The name of the Society is Downtown Nanaimo Business Improvement Association.

2.    The purpose of the Society are:

(a)    to move the downtown closer to the vision described for downtown Nanaimo in the report titled Downtown Nanaimo: An Assessment of Downtown Nanaimo's Opportunities for Revitalization, by the National Trust for Historic Preservation's National Main Street Center, dated September, 2000:
“Downtown Nanaimo is the heart of the city, a people-friendly and unique place because of the harbour and the history evident in heritage sites, events, and the physical design of downtown.  Downtown attracts residents, businesses government, professional services and tourists because of its beauty, spectacular waterfront, excellent transportation links, arts and culture events and facilities, culinary attractions, diverse shopping, and lifestyle opportunities, all within a positive and strong economic environment” by:
(i)    promoting the revitalization of Downtown Nanaimo as the historic, economic and cultural centre of Nanaimo;

(ii)    promoting the economic vitality of Downtown Nanaimo;

(iii)    promoting the preservation of heritage buildings and structures and the addition of new people-friendly development that enhances Downtown Nanaimo;

(iv)    promoting Downtown Nanaimo as a safe and attractive business, residential, shopping, festival and travel destination; and

(v)    planning and implementing a business promotion scheme under the Community Charter;

(b)    to promote positive, respectful and dynamic relations between the Snuneymuxw First Nation and the general community in areas that contribute to the enhancement and revitalization of downtown Nanaimo; and

(c)    to raise money for the furtherance of its purposes by contributions, donations, and grants.

3.    The Society shall be carried on without purposes of gain for its Members or Directors and any profits or other accretion to the Society shall be used in furtherance of its purposes. No Member of the Society or Director shall be paid any remuneration for services rendered to the Society but may be paid reasonable expenses in acting as a Member or Director. This clause is unalterable.

4.    In winding-up or dissolution of the Society, the assets remaining after the payment of all costs, charges and expenses properly incurred in the wind-up or dissolution, including the remuneration of a liquidator, and after payment to employees of the Society of any arrears of salaries or wages, and after the payment of any other debts of the Society, shall be transferred to such charitable organization or organizations with purposes that are similar to the Society as determined by the Directors of the Society, or if no such direction can or has been made, then to the City of Nanaimo. This clause is unalterable.

DOWNTOWN NANAIMO BUSINESS IMPROVEMENT ASSOCIATION

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 By-laws.

Part 1 – Interpretation

1    In these bylaws, unless the context otherwise requires:

“Authorized Representative” means that person authorized by a voting member  of the Society, through written authorization on the letterhead of that voting member, to speak and vote, and in all other respects exercise all the rights of that voting member;

“BIA 1” means that part of the City of Nanaimo shown in heavy outline on Schedule B to these bylaws;

“BIA 2” means that part of the City of Nanaimo shown in heavy outline on Schedule C to these bylaws;

“Business Owner” means a person group, society, body, or corporation who owns, leases, subleases or rents class five or class six real property within BIA 1 or BIA 2, from which that person carries on business or nonprofit activities, and for which that person holds a valid City of Nanaimo business license, or a certificate of incorporation under the Society Act of BC, and includes their Authorized Representative.

“Class 5 or Class 6 property” means class 5 or class 6 property as defined in regulations made under the Assessment Act (British Columbia);

“Designated official of the City of Nanaimo” shall mean the officer or official designated by Council of the City of Nanaimo to act as liaison for the Society, and if no person is designated, the Director of Finance of the City of Nanaimo;

“Directors” means the Directors of the Society for the time being and “Director” means only one Director;

"Downtown” means that part of the City of Nanaimo, British Columbia that are located within the boundaries of BIA 1 or BIA 2 shown on Schedule A to these by-laws;

“Member” means the Founding Members of the Society, which are the City of Nanaimo, the Nanaimo City Centre Association, and the Old City Quarter Association;

“property owner” means a person, group, society, body, or corporation who holds one or more interests registered at the Land Title Office as owner in or purchaser under a registered agreement for sale of class five or class six real property located within BIA 1 or BIA 2, and includes their Authorized Representative;

“registered address” means a Voting member’s address as recorded in the Register of Voting members, which shall be compiled from the addresses listed on the City of Nanaimo property tax rolls, from the addresses listed on the City of Nanaimo business license list, from the list of nonprofit Societies maintained by the province of British Columbia, and from the list of Authorized Representatives of Voting members;

“Society” means the Downtown Nanaimo Business Improvement Association;

“Society Act” means the Society Act (British Columbia) from time to time in force and all amendments to it;
“Voting member” means a property owner, business owner, or a representative from a nonprofit Society who is eligible to cast a vote during an election of the Board of Directors or at a General Meeting of the Society.

2    The definitions in the Society Act on the date these bylaws become effective apply to these bylaws.    

3    Words importing the singular include the plural and vice versa and words importing a male person include a female person, a group, business, society, or corporation.

4    Unless otherwise expressly provided, reference in these bylaws to a statute is a reference to that statute as from time to time in force, re-enacted or replaced.

Part 2 – Voting membership

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

6    Subject to the provisions of this section, each property owner and business owner within the Downtown shall be considered by the Society to be a voting member of the Society.

    7    Where two or more persons are the property owners of the same real property located within the boundaries of either BIA 1 or BIA 2, voting membership shall be granted to only one registered owner, and unless otherwise agreed upon by the said registered owners of the same property, voting membership shall be granted to the registered owner holding the greatest interest in the real property, or in the event of equal ownership, the registered owner who is the first to apply for voting membership to the Society.

8    Where two or more persons are the business owners of a Class 5 or Class 6 property within the Downtown, from which they carry on business licensed by the City of Nanaimo within a BIA at the same address, voting membership shall be granted to only one business owner, and unless otherwise agreed upon by the operator of the licensed business, voting membership shall be granted to the registered owner holding the greatest interest in the business, or in the event of equal ownership, the registered owner who is the first to apply for Voting membership to the Society.

9    Every Voting member must uphold the constitution and comply with these bylaws.

    10    A person shall cease to be a Voting member of the Society:

(a)    on ceasing to be a property owner located within the boundaries of the Downtown;

(b)    on ceasing to be a business owner or ceasing to carry on a business or nonprofit activity within the boundaries of Downtown or ceasing to hold a City of Nanaimo business license for a business conducted from owned, leased, sublet or rented premises Downtown, or ceasing to hold a certificate of incorporation under the Society Act of British Columbia;

(c)    by delivering a written resignation, by letter, fax, or email, to the Secretary of the of the Society or  to the address of the Society, or

(d)    on death or incapacity, or in the case of a group, business, Society or corporation, on dissolution or winding-up; or

(e)    on being expelled under section 12 of these bylaws.

11    No Voting member shall, without the prior approval of the President or the Directors:
        
        (a)    represent or speak on behalf of the Society; or

        (b)    order any goods or services in the name of the Society.

    12    No Voting member shall be expelled except for conduct injurious to the Society,  and then on the authority of a Special Resolution of the voting Voting members.

13    Save as herein otherwise specifically provided, the formalities of voting membership, including the schedule for the payment of voting membership fees (if any), procedures for voting members to designate Authorized Representatives, and any other privileges incidental of voting membership shall be, from time to time, determined by the Directors.

Part 3 – Meetings of Voting members

    14    General meetings of the Society shall be held at the time and place in accordance with the Society Act that the Directors decide, but in any event, must be held at least once every calendar year.

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

    16    The Directors may, when they think fit, convene an extraordinary general meeting.

    17    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.

    18    The first meeting of the Society shall be held not more than three (3) months after the date of filing these amended bylaws with the Registrar of Companies and after that, an annual general meeting shall be held at least once in every calendar year and not more than fifteen (15) months after the last preceding annual general meeting.

Part 4 – Notice to Voting members and others

    19    Notices under these bylaws may be given to a Voting member, either personally, and/or by mail sent to the address listed in the Register of Voting members, and/or by fax, transmitted to the fax number listed in the Register of Voting members, and/or by email transmitted to the email address listed in the Register of Voting members.

    20    Notice of a general meeting shall be mailed not less than twenty-one (21) days prior to the date scheduled for the meeting, or if personally delivered, faxed, or emailed, not less than fourteen (14) days prior to the date scheduled for the meeting, to the following:

(a)    every Voting member (or his or her Authorized Representative) as shown on the Register of Voting members on the day notice is given;

(b)    the Auditor;

(c)    the City of Nanaimo official or officials designated by the Council to receive such notice

    21    Notice to Voting members designated in section 20(a) shall be sent:

(a)    to property owners, at the address shown on the most current City of Nanaimo tax assessment roll; and/or

(b)    to business owners, at their downtown business address; and/or

(c)    to Authorized Representatives, at the address shown on the Register of Voting members.

    22    The accidental omission to give notice of a meeting to, or the non-receipt of a notice by, any of the Voting members entitled to receive notice does not invalidate proceedings at that meeting.

    23    Notice of the Annual General Meeting of the Society and any other meeting of the Society at which it is proposed to elect directors shall contain the following information:

(a)    a notice to Voting members that they are entitled to nominate candidates for election to fill any vacancy on the Board of Directors of the Society,
            and the procedures to nominate a candidate;

        (b)    a list of nominees for vacancies on the board of directors proposed by the Elections Committee (if any).

    24    Notice of an Annual General Meeting shall also include a proposed budget for the fiscal year upcoming, and a financial statement for the fiscal year ending.

Part 5 – Proceedings at General Meetings

    25    Special business is:

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

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

(i)    the adoption of the rules of order;

(ii)    the consideration of the financial statements;

(iii)    the report of the Directors;

(iv)    the report of the auditor;

(v)    the election of Directors;

(vi)    the appointment of the auditor; and

(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

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

    27    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.

    28    A quorum at a general meeting shall not be less than fifteen (15) Voting members present in person.

    29    If within thirty (30) minutes from the time appointed for a general meeting a quorum is not present, the meeting, if convened on the requisition of Voting members, shall be terminated. 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 thirty (30) minutes from the time appointed for the meeting, the Voting members present constitute a quorum.

    30    Subject to bylaw 31, the President, the Vice President or, in the absence of both, one of the other Directors present shall preside as chairperson of a general meeting.

    31    If at a general meeting:

(a)    there is no President, Vice President or other Director present within fifteen (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 chairperson; the Voting members present shall choose one of their number to be chairperson.

    32    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.

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

    34    Except as provided in these bylaws, it is not necessary to give notice of an adjournment or of the business to be transacted at an adjourned general meeting.

    35    A Voting member present at a meeting of Voting members is entitled to one vote.

    36    In the case of a tie vote, the chairperson shall not have a casting or second vote in addition to the vote, if any, to which he or she may be entitled as a Voting member, and the proposed resolution shall not pass.

    37    Voting is by show of hands unless a poll is requested by a Voting member or otherwise required by the Society Act or these bylaws.

    38    If a group, society, business or corporation is a Voting member, then its Authorized Representative is entitled to speak and vote, and in all other respects exercise the rights of a Voting member, including the right to serve as a Director, or Officer of the Society.

    39    A resolution is passed only with the approval of a majority of the Voting members present, except that if the resolution is required to be a Special Resolution under the Society Act or these bylaws, the approval of at least two-thirds of the Voting members present is required.

Part 6 – Directors and Officers

    40    The Society shall be governed by the Directors.  The number of directors for the Society is set at 11, plus one non-voting ex-officio Director appointed by the City Manager of the City of Nanaimo.  The number of Directors may be increased or decreased by an ordinary special resolution of the Society with notice, but in no case shall the number be less than 7.

    41    The Council of the City of Nanaimo shall appoint two persons to represent the community at-large to the Board of Directors of the Society, within three months after the next meeting to elect directors following a municipal election, to serve until their successors are appointed. Nothwithstanding the foregoing, in the event that the City of Nanaimo ceases to provide financial support to the Society through a Contribution Agreement, the board members appointed by the Council  shall serve until only until the next Annual General Meeting where their successors shall be elected by the voting membership of the Society.
    
    42    Every Voting member, including his or her Authorized Representative is eligible to be nominated for election as a Director of the Society under Section 49.  Notwithstanding the foregoing, the two persons appointed by the Council of the City of Nanaimo under Bylaw 41 to represent the community at-large may be Voting members of the Society, at the Council’s sole discretion.

    43    Nine (9) Directors shall be elected by the Voting members at large. The seven candidates who are property owners or business owners of property within BIA 1 who receive the highest number of votes shall be seated as Directors, and the two candidates who are property owners or business owners of property within BIA 2 who receive the highest number of votes shall be seated as Directors.  Of the seven candidates elected from BIA 1, the four who receive the highest number of votes shall be seated for a two year term, and of the two candidates from BIA 2 the one receiving the higher number of votes shall be seated for a two year term.  The remaining candidates elected to serve on the board shall each be elected for a one-year term.  Directors shall serve until their successors are elected or appointed.

    44    The Directors of the Society shall hold office until the conclusion of the first general meeting at which directors are elected, but are eligible for re-election at that meeting and at subsequent meetings.

    45    The term of any Director elected for a one-year term shall expire at the 2011 annual general meeting and the term of any Director elected for a two-year term shall expire at the 2012 annual general meeting.  After the term of the directors elected for a one-year-term expires, all Directors will be elected for two-year terms.

    46    Not less than 90 days before each annual general meeting or other general meeting to be convened for the election of Directors, the President shall appoint an Election Committee consisting of three voting members, the designated Ex-Officio representative from the City of Nanaimo, and the Managing Director.  The President shall not sit on the Election Committee. The Election Committee shall at its sole discretion establish rules and procedures for the conduct of the election, consistent with these bylaws, including the nominations process and the election process.  At least one voting member of the Election Committee shall be a voting member who is a property owner or business owner within BIA 2.

    47    The Election Committee shall prepare paper ballots containing the names of all duly nominated candidates for election to the board of Directors, and each Voting member of the Society shall be entitled to receive ballots as follows:

        (a)   A voting member who is a property owner is entitled to receive one ballot for each distinct property he or she owns within BIA 1 or BIA 2.

        (b)    A voting member who is a business owner is entitled to receive one ballot for each licensed business he or she operates from a distinct location within BIA 1 or BIA 2, and each nonprofit society is entitled to one ballot for each nonprofit organization which they operate from distinct property within BIA 1 or BIA 2.

    48    Each nominee for election as Director must file with the Election Committee a declaration in the form approved by the Committee that the nominee is eligible under the Constitution and Bylaws of the Society and the Society Act for election to office together with a signed acknowledgement in writing that the nominee will comply with the rules and procedures established by the Election Committee.

    49    The Election Committee shall:

(a)    give written notice to all Voting members that an election of Directors is to take place;

(b)    specify the number and composition of positions to be filled;

(c)    invite the delivery of nominations by Voting members in good standing;

(d)    specify the date of the close of nominations which shall not be less than twenty-one (21) days after the date of notice; and

(e)    specify the procedures governing the nominations and advising prospective candidates of rules and procedures governing the election;

(f)    promptly provide each voting member requesting the same a copy of the rules and procedures governing the election;

(g)    receive and place into nomination the names of all qualified candidates nominated by at least two (2) Voting members in good standing with the Society; and

(h)    endorse, if the Election Committee so determines, one or more candidates, which endorsements, if given, shall be communicated to all Voting members eligible to vote in the election.

(i)    Arrange for the collection and tabulation of ballots by the City of Nanaimo. Balloting shall be open for no less than ten days prior to the Annual General Meeting, and balloting shall be concluded prior to the start of the Annual General Meeting.

    50    At the first meeting of the Directors after the Annual General Meeting, the Directors shall determine the officers of the Society being the following:

(a)    President;

(b)    Vice-President;

(c)    Secretary; and

(d)    Treasurer.

    51    A person shall cease to be a Director of the Society:

(a)    on death or permanent incapacitation;

(b)    by delivering a written resignation to the Secretary of the Society, or by mailing, emailing, or delivering it to the address of the Society, specifying therein the effective date of resignation;

(c)        upon commencing any salaried position with the Society;

(d)        when a Director, as an individual, partner, or shareholder in an             enterprise fails to disclose his interest in a contract with the Society,         or fails to abstain from voting on any such proposed contract;

(e)    upon being absent from three consecutive Director’s meeting without a valid reason acceptable to the Board of Directors; or

(f)    when that Director is removed as a Director or expelled as a Voting member of the Society by way of a Special Resolution at a general meeting.

    52    The Directors may at any time and from time to time appoint a Voting member as a Director to fill a vacancy on the Board of Directors.  A Director so appointed shall only hold office until the next annual general meeting of the Society, but is eligible for re-election.

    53    No Director shall be remunerated for being or acting as a Director, but a Director may be reimbursed for all expenses necessarily and reasonably incurred by that Director while engaged in the affairs of the Society.

    54    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 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, which are made from time to time by the Society in general meeting.

    55    A rule made by the Society in general meeting does not invalidate a prior act of the Directors that would have been valid if that rule had not been made.

    56    No act or proceeding of the Directors is invalid only by reason of there being less than the prescribed number of Directors in office.

Part 7 – Proceedings of Directors

    57    The Directors may meet together at the places they think fit to dispatch business, and may adjourn and otherwise regulate their meetings and proceedings as they see fit.

    58    The quorum necessary to transact business shall be no less than half of the Directors elected.

    59    A meeting of the Directors may be held by telephone or other communications facilities that permit all participants in the meeting to communicate with each other, and a Director who participates in the meeting by those means shall be counted as present at the meeting.

    60    The President shall chair all meetings of the Directors unless the Directors decide otherwise.

    61    The President or the Secretary may at any time convene a meeting of Directors, and the Secretary, on the request of two or more Directors, shall convene a meeting of the Directors.

    62    There shall be 24 hours notice of any meeting of the Directors of the Society unless such notice is waived by all Directors or unless such meeting takes place on a Saturday, Sunday or statutory holiday, in which case notice shall be given at least one business day in advance of the meeting.

    63    The Directors may delegate any, but not all, of their powers to various committees, and the President shall name a Director to serve on every committee so established.

    64    Each committee so established shall exercise the powers delegated to it, and shall conform to any rules imposed upon it by the Directors, and shall report every act or thing done in the exercise of those delegated powers at the earliest meeting of the Directors to be held next after it has been done.

    65     Each committee may meet and adjourn as it thinks proper, and unless otherwise provided in these by-laws, each committee so established shall determine its own procedures.

    66    Notwithstanding the foregoing, an Executive Committee is hereby established by the Society, which shall be composed of the Officers of the Society, the Managing Director of the Society (if any) and such additional Directors or Voting members as the board of Directors shall appoint.

    67    The Directors may appoint or hire a Managing Director to perform the day-to-day functions and management of the Society subject to the direction of the Executive Committee.

    68    The Executive Committee shall meet at such times as they consider appropriate to deal with the business of the Society and shall be responsible for the direction of the Managing Director of the Society. Provided it acts within the overall terms of the budget approved by the Board of Directors of the Society, the Executive Committee shall have the power to expend such monies necessary to implement programs and to provide for the day-to-day-operations of the Society.

    69    For so long as the Society receives funds from the City of Nanaimo by way of grant or otherwise, the Executive Committee shall ensure that the Society carries at all times an insurance policy of comprehensive general liability insurance in the amount of $3,000,000.00 with the City of Nanaimo as an additional insured.

    70    At the request of the Board of Directors, the Executive Committee may also arrange for the Society to obtain Directors’ and Officers’ liability and indemnity insurance on such terms and in such amounts as the Committee in its absolute discretion deems advisable.  Such insurance shall cover the Directors and Officers of the Society, and such other individuals (including the Managing Director and staff who act on behalf of the Managing Director) as the Directors may determine.

    71    Questions arising at a meeting of the Directors or a committee shall be decided by a majority of votes.

    72    A resolution proposed at a meeting of Directors or at a committee meeting must be seconded.

    73    The person occupying the chair of a meeting may not propose, or move  a resolution.

    74    In the event of a dispute, meetings shall be conducted in accordance with the provisions of the most recent edition of Robert’s Rules of Order.

    75    Any 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.

    76    Copies of all minutes, resolutions and financial reports approved by the Board of Directors shall be provided to the City Official designated by the Council of the City of Nanaimo, in electronic format, within 30 days of their approval by the board of directors.

    Accounts

    77    The fiscal year of the Society shall be from July 1 through June 30 of the following calendar year.

    78    The Directors shall cause true accounts to be kept of:

(a)    all sums and sources of money received and expended, and the matters in respect of which the receipt and expenditures took place.

(b)    assets and liabilities; and

(c)    all other transactions affecting the financial position of the Society.

    79    The Executive Committee shall be responsible for the payment of accounts and entering into of contracts as follows:

(a)    all accounts payable by the Society shall be examined by at least two Directors serving on the Executive Committee, and payment shall be authorized by them before being paid, save and except that authorized salaries, rents, utilities, insurance payments, federal deposits, and other such regular and predictable accounts payable, may be pre-authorized by the Executive Committee, and once authorized by the Executive Committee, may be paid at any time, and from time to time, without submission to the Executive Committee or to the Directors, from a segregated chequing account, which only requires the signature of the Managing Director.

(b)    contracts and agreements may be made on behalf of the Society by the Executive Committee, or by the Managing Director under the authority of the Executive Committee, or by the Board of Directors.  No contract or agreement may be entered into by the Executive Committee, or the Managing Director, or the Board of Directors, which materially exceeds any allocated budget line-item approved by the Board of Directors of the Society, unless:

(i)    the Executive Committee approves a budget re-allocation within a particular department; or

(ii)    the Board of Directors approves a budget reallocation between departments, and provided that such a reallocation does not place the Society into debt for the fiscal year.

    80    The Directors may set additional limitations on the functions or authority of the Executive Committee to contract or spend money of the Society.  Notwithstanding the foregoing, the total level of expenditures budgeted for the Business Promotion Scheme developed for BIA 2 (including staff and overhead expenses) in any fiscal year shall equal or exceed the amount of the taxes raised by the City of Nanaimo pursuant to Business Improvement Area (BIA 2) Bylaw 7087 in that fiscal year.

    81    The Directors shall determine the signing officers of the Society.

    82    The Directors shall present to the Voting members of the Society at each annual general meeting the audited financial statements of the preceding fiscal year, including a balance sheet, a statement of revenue and expenditures, a statement of change in financial position, and a schedule of change in financial reserves, as well as a budget for the next fiscal year, which shall be transmitted to the designated official of the City of Nanaimo.

    83    The Directors shall from time to time, determine whether and to what extent and at what times and places, and under what conditions or regulations the monthly and annual financial reports of the Society shall be open to the inspection of Voting members not being Directors.

    84    The Directors shall permit the City official designated by the City Manager of the City of Nanaimo to inspect during normal business hours and on reasonable notice, all books of account, receipts, invoices, and other financial records which the designated City official deems advisable for the purposes of verifying and obtaining further particulars of the budgets and financial statements of the Society as they relate to money granted to the Society by the City of Nanaimo.

    85    Each committee shall carry out the work assigned to it, and if expenditures are required to carry out such work, each committee shall request that the Executive Committee authorize such expenditures, and no committee shall make expenditures unless authorized by the Executive Committee.

Part 8 – Duties of Officers

    86    The President shall preside at all meetings of the Society unless the Directors decide otherwise.

    87    The Vice President shall carry out the duties of the President during the absence of the President, unless the Directors decide otherwise.

    88    The Secretary shall be responsible for:
        
        (a)    conducting the correspondence of the Society;
        
        (b)    issuing notices of meetings of the Society and Directors;
        
        (c)    keeping minutes of all meetings of the Society and Directors;
        
        (d)    having custody of all records and documents of the Society except those required to be kept by the Treasurer;

(d)    maintaining the Register of Voting members; and

(e)    providing copies of minutes, and of all Directors’ and Voting members’ resolutions to the designated official for the City of Nanaimo.

    89    The Treasurer shall be responsible for:

(a)    keeping the financial records, including books of account, necessary to comply with the Society Act; and

(b)    providing financial statements to the Directors, Voting members and others when required, and

(c)    providing the designated official of the City of Nanaimo with copies of all financial statements  approved by the Board of Directors for transmission to the City of Nanaimo.

    90    The offices of Secretary and Treasurer may be held by one person who (in such case) shall be known as the Secretary-Treasurer.

    91    In the absence of the Secretary from a meeting, the Directors shall appoint another person to act as Secretary at the meeting.

    92    The Directors may by resolution remove a Director as President, or a Director as Vice President, before the expiration of his or her term of office, and may elect a successor to complete the term of office.

    93    Neither the President, nor the Vice President, nor the Secretary or Treasurer shall be remunerated for being or acting as an officer, but may be reimbursed for all expenses necessarily and reasonably incurred by him or her while engaged in the affairs of the Society.

    94    Officers shall perform such other duties as the Directors may decide.

Part 9 – Seal

    95    The Directors may provide a common seal for the Society and may destroy a seal and substitute a new seal in its place.

    96    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 any two of the officers.

    97    All instruments, agreements, contracts or other documents which are not executed by affixing the common seal of the Society may be executed by:

(a)    such persons as may be prescribed from time to time by resolution of the Directors; or

(b)    any two (2) of the officers.

Part 10 – Borrowing

    98    In order to carry out the purposes of the Society the Directors may, on behalf of and in the name of the Society, borrow or raise and 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.

    99     No debenture shall be issued without first obtaining the consent of the Voting members by special resolution.

    100    The Voting members may by special resolution restrict the borrowing powers of the Directors, but a restriction imposed expires at the next annual general meeting.

Part 11 – Auditor

    101    The Voting members shall, at each annual general meeting, appoint an auditor to hold office until the next annual general meeting.

    102    The auditor shall be a person who is a member, or practice in a partnership where one or more partners are members in good standing of The Canadian Institute of Chartered Accountants, the Institute of Certified Management Accountants or the Certified General Accountants’ Association of British Columbia.

    103    The Directors shall fill any vacancy occurring in the office of the auditor, and an auditor appointed to fill such vacancy shall hold office only until the conclusion of the next following annual general meeting, and will be eligible for re-appointment at that meeting.

    104    On or before the last day of September of each year, the Society shall, at its own expense, cause the auditor to prepare and deliver to the designated official of the Council of the City of Nanaimo, or his nominee thereof, audited financial statements of the Society including a balance sheet, a statement of revenue and expenditures, a statement of change in financial position, and a schedule of change in financial reserves.

    105    The auditor shall, prior to an annual general meeting, examine the records of the Society to the extent necessary to report to the Voting members as required under Section 47 of the Society Act, the Regulations to the Act, and amendments thereto.

Part 13 – Bylaws

    106    On being admitted to Voting membership, each Voting member is entitled to and the Society shall provide, without charge, a copy of the constitution and bylaws of the Society.

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