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We meet at Pioneer Park in Kamloops on Tuesdays and Thursdays at 5:15 p.m during May - September.
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2023 Board of Directors: President - Biruta Groves Vice President - Karen Lofgren Past President - Grace LaBossiere Treasurer - Joyce Atherton Secretary - Shari Harrison Emeritus - Ann McCarthy |
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CONSTITUTION ~ BYLAWS ~ RULES & GUIDELINES
SPIRIT WARRIORS' CONSTITUTION BC Society • Societies Act T.K. SPARKS CERTIFIED COPY
Of a document filed with the Province of British Columbia Registrar of Companies NAME OF SOCIETY: SPIRIT WARRIORS SOCIETY Incorporation Number: S0053747 Business Number: 85980 7422 BC0001 Filed Date and Time: June 20, 2022 02:31 PM Pacific Time The name of the Society is SPIRIT WARRIORS SOCIETY The purposes of the Society are: 1. The name of the Society is the Spirit Warriors Society 2. The purposes of the Spirit Warriors Society are; a) To promote public awareness of issues relating to breast cancer including prevention b) To facilitate an avenue to pursue physical activity which encourages wellness c) To create and support a beast cancer survivor dragon boat team; d) To provide support and encouragement to those dealing with breast cancer e) To compete as a breast cancer survivor dragon boat team in festivals which host breast cancer recognition and remembrance ceremonies f) To secure and manage donations and to disburse funds to organizations involved in breast cancer research and treatment and which are recognized as charitable under the income tax of Canada and organizations under the provisions of the income tax of Canada and g) To pursue such activities as our incidental to these purposes and for which the Dragon boat is a symbol of the ongoing struggle to overcome breast cancer and find a cure 3. The operations of the Spirit Warriors Society shall be carried on in and about the Thompson Nicola Regional District in the Province of British Columbia. This provision is alterable. 4. Upon dissolution of the Spirit Warriors Society, all funds or assets remaining after payment of debts, shall be awarded to the charitable organization(s) as determined by the membership at the Annual General Meeting. SPIRIT WARRIORS' RULES & GUIDELINES Membership • Presently dues are $150 per season, to be paid by May 15th or within 2 weeks of joining the team • Prospective members may come out for 2 paddling sessions before deciding to join • Those starting later in the season can join at a pro-rated fee of $10 per week. Membership fee refunds • within 30 days of first paddle – full refund • within 30-60 days – half refund • after 60 days -no refund • A proviso allows for exceptions under special circumstances, on an individual basis, at the discretion of the directors • In the event of cancellation of membership, special consideration should be given to those who cancelled due to medical reasons. Associate Members • Associate members are former members who are no longer able to paddle or have chosen not to continue as members of the society • associate members may not paddle • associate members are invited to receive society communications and are welcome and encouraged to attend, help with and participate in SW functions and events Equipment • All members will receive and be responsible for a paddle, lifejacket and race shirt for the season, to be returned at the end of the season • New members receive a team jacket after 30 days of joining Finances • Directors may use discretionary funds for expenditures up to $300 without requiring a team vote SPIRIT WARRIORS' BYLAWS Filed Date and Time: June 20, 2022 02:21 PM Pacific Time Society Incorporation Number: S0053747 Spirit Warriors Society Bylaws (May 7, 2022) Part 1 - Definitions and interpretation Definitions 1.1 In these Bylaws: "Act" means the Societies Act of British Columbia as amended from time to time; "Board" means the directors of the Society; "Bylaws" means these Bylaws as altered from time to time. Definitions in Act apply 1 .2 The definitions in the Act apply to these Bylaws. Conflict with Act or regulations 1.3 If there is a conflict between these Bylaws and the Act or the regulations under the Act, the Act or the regulations, as the case may be, prevail. Part 2 - Members Application for membership 2.1 A person may apply to the Board for membership in the Society, and the person becomes a member upon the board acceptance of the application. Members 2.2 A member (a) must have had breast cancer (b) must support the purpose of the society (c) must pay the annual membership fee 2.2.1 the individual will be entered as a member of the register of members 2.2.2 the membership duration is March 1 to the last day of February Duties of members 2.3 Every member must uphold the constitution of the Society and must comply with these Bylaws. Amount of membership dues 2.4 The amount of the annual membership dues, if any, must be determined by the Board and approved by the members at the Annual General Meeting. Member not in good standing 2.5 A member is not in good standing if the member fails to pay the member's annual membership dues, if any, and the member is not in good standing for so long as those dues remain unpaid. 2.5.1 A voting member who is not in good standing may not vote. Termination of Membership 2.6 A membership in the Society is terminated if the person is not in good standing for 6 consecutive months. Cancellation of membership 2.7 A person shall cease to be a member of the Spirit Warriors Society a) by a verbal announcement or in written form to the secretary of the Society. b) on her death or, in the case of a corporation, on dissolution. Part 3 - General meetings of members Time and place of general meeting 3.1 A general meeting must be held at the time and place the Board determines. Ordinary business at general meeting 3.2 At a general meeting, the following business is ordinary business. (a) adoption of rules of order; (b) consideration of any financial statements of the Society presented to the meeting; (c) consideration of the reports, if any, of the directors or auditor; (d) election or appointment of directors; (e) appointment of an auditor, if any; (f) business arising out of a report of the directors not requiring the passing of a special resolution. Notice of special business 3.3 A notice of a general meeting 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 reasoned judgment concerning that business. Chair of general meeting 3.4 The following individual is entitled to preside as the chair of a general meeting: (a) the individual, if any, appointed by the Board to preside as the chair (b) if the Board has not appointed an individual to preside as the chair, or the individual appointed by the Board is unable to preside as the chair, (i) the president, (ii) the vice-president, if the president is unable to preside as the chair, or (iii) one of the other directors present at the meeting, if both the president and vice president are unable to preside as the chair. Alternate chair of general meeting 3.5 If there is no individual entitled under these Bylaws who is able to preside as the chair of a general meeting within 15 minutes from the time set for holding the meeting, the voting members who are present must elect an individual present at the meeting to preside as the chair. Quorum required 3.6 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. Quorum for general meetings 3.7 The quorum for the transaction of business at a general meeting is 10 voting members or 25% of the voting members, whichever is greater. lf quorum ceases to be present 3.8 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. Adjournment by chair 3.9 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 3.10 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 3.11 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. Methods of voting 3.12 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, 2 or more voting members request a secret ballot or a secret ballot is directed by the chair of the meeting, voting must be by a secret ballot. Announcement of result 3.13 The chair of a general meeting must announce the outcome of each vote and that outcome must be recorded in the minutes of the meeting. Proxy voting not permitted 3.14 Voting by proxy is not permitted. Matters decided at general meeting by ordinary resolution 3.15 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. Part 4 - Board of Directors Number of directors on Board 4.1 The society must have no fewer than three and no more than 11 directors. Election or appointment to Board Positions 4.2 At each annual general meeting, the voting members entitled to vote for the election or appointment of directors must elect or appoint the Board. 4.3 Directors must be elected or appointed to the following Board positions, and a director, other than the president, may hold more than one position: (a) president; (b) vice-president/president elect; (c) secretary; (d) treasurer. 4.3.1 The position of vice-president/president elect shall be for a three-year term the first year of which will be in the role of vice-president/president elect, the second year being that of president, and the third year being that of past president. All of the other positions shall be for two year terms and end at the close of the second Annual General Meeting following the Annual General Meeting at which these directors were elected. 4.3.2 Retiring directors may stand for reelection. 4.3.3 A nominating committee, consisting of the past president, the president and a member at large shall solicit nominations and prepare a slate of candidates for the elected positions, prior to the Annual General Meeting. The committee will obtain from the candidates on the slate indication of their willingness to stand for election. 4.3.4 Separate elections for each office to be filled will normally be conducted in person at the Annual General Meeting. 4.3.5 An election may be by acclamation; otherwise it will be by ballot. 4.3.6 If a successor is not elected, the person previously elected or appointed may continue to hold office until such time as the position can be filled. Directors may fill casual vacancy on Board 4.4 The Board may, at any time, appoint a member as a director to fill a vacancy that arises on the Board as a result of the resignation, death, or incapacity of a director during the director's term of office. Term of appointment of director filling casual vacancy 4.5 A director appointed by the Board to fill a vacancy ceases to be a director at the end of the unexpired portion of the term of office of the individual whose departure from office created the vacancy. Board vacancies 4.6 if a director resigns from office or otherwise ceases to hold office, the remaining directors shall appoint a member to take the place of the former director. 4.7 A director so appointed holds office only until the conclusion of the next Annual General Meeting of the Society, but is eligible for reelection at the meeting. 4.8 The members may, by special resolution, remove a director before the expiration of their term in office, and may elect a successor to complete the term of office. 4.9 No act or proceeding of the directors is invalid only by reason of there being less than a prescribed number of directors in office Directors at large 4.10 Directors who are elected or appointed to positions on the Board in addition to the positions described in these Bylaws are elected or appointed as directors at large. Part 5 - Directors' meetings Calling directors' meeting 5.1 A directors' meeting may be called by the president or by any 2 other directors. Notice of directors' meeting 5.2 At least 2 days notice of a directors' meeting must be given unless all the directors agree to a shorter notice period. Proceedings valid despite omission to give notice 5.3 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. Quorum of directors 5.4 The quorum for the transaction of business at a directors’ meeting is a majority of the directors Remuneration of directors 5.5 These Bylaws do not permit the Society to pay to a director remuneration for being a Director, but the Society may, subject to the Act, pay remuneration to a director for services provided by the director to the Society in another capacity. Part 6 - Proceedings of Directors 6.1 The directors may need to dispatch business, adjourn or otherwise regulate their meetings and proceedings as they see fit. 6.2 A meeting of the board may be held by a telephone conference call, or video conference. Directors who participate in this call are considered present for the meeting. 6.3 The directors may, from time to time, fix the quorum necessary to transact business, and unless so fixed, the quorum shall be the majority of the directors then in office. 6.4 The president shall be 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/president elect shall act as chair. If neither of these officers is present, the directors in attendance may choose one of their number to be chair of that meeting. 6.5 The president calls the meetings. The president also shall call a meeting if any two directors make a request for a meeting. 6.6 Questions arising at a meeting of the directors shall be decided by a majority of votes. In the event of a tie vote, the chair does not have a second or casting vote. 6.7 No resolution proposed at a meeting of directors needs to be seconded, and the chair may move or propose a resolution. 6.8 A resolution in writing, signed by all directors, and placed with the minutes of the directors, is valid and effective as if regularly passed at a meeting of directors. Committees 6.9 The directors may delegate any, but not all, of their powers to committees. 6.9.1 A committee, so formed in the exercise of the power so delegated, will conform to any rules imposed on it by the directors and, shall report every act or thing done in exercise of those powers to the earliest meeting of the directors to be held next after it has been done. 6.9.2 A committee shall elect a chair for meetings; but if no chair is elected, or for the 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, shall choose one of the number to chair the meeting. 6.9.3 The members of the committee may meet and adjourn as they think proper. Part 7 - Duties of Officers Role of president 7.1 The president is the chair of the Board and is responsible for supervising the other directors. Role of the vice-president 7.2 The vice-president/president elect is the vice-chair of the Board and is responsible for carrying out the duties of the president if the president is unable to act. Role of secretary 7.3 The secretary is responsible for doing, or making the necessary arrangements for, the following: (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 7.4 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 7.5 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. Part 8 - Signing authority 8.1 Any contract or other record to be signed by the Society must be signed on behalf of the Society (a) by the president, together with one other director, b) if the president is unable to provide a signature, by the vice-president/president elect together with one other director, (c) if the president and vice-president/president elect are both unable to provide signatures, by any 2 other directors, or (d) in any case, by one or more individuals authorized by the Board to sign the record on behalf of the Society. Part 9 - Finance 9.1 The fiscal year of the society ends on the last day of February of each year. 9.2 If the Society is required to have an auditor, the first auditor shall be by appointment of the directors. 9.3 At each Annual General Meeting, the Society shall review the accounts. 9.4 No director or employee of the society shall be auditor. 9.5 The auditor may attend general meetings. Part 10 - Notice to members 10.1 A notice may be given to a member either personally, by telephone, by email, or by mail to their registered address. 10.2 A notice of general meeting must be given not less than 14 days before the meeting. 10.3 A notice of general meeting shall be sent to every member shown on the register of members on the day notice is given, as well as the auditor if the directors have appointed one. Part 11 - Bylaws 11.1 On being admitted to membership, each member is entitled to, and the Society shall give them, without charge, a copy of the constitution and bylaws of the Society. 11.2 These Bylaws shall not be altered or added to except by special resolution. |
