By-law NO. 1

A By-law relating generally to the conduct of the affairs of Camp Bowen Society for the Independence of the Blind and Deafblind (the “Corporation”)

Adopted September 17, 2019 at Bowen Island, British Columbia

Table of Contents

  1. Definitions
  2. Interpretation
  3. Statements of Principle
  4. Execution of Documents
  5. Financial Year-End
  6. Public Accountant
  7. Banking Arrangements
  8. Borrowing Powers
  9. Annual Financial Statements
  10. Membership Conditions
  11. Affiliates
  12. Chapters
  13. Divisions
  14. Use of Name and Marks
  15. Notice of Members’ Meeting
  16. Members Calling a Members’ Meeting
  17. Absentee Voting at Members’ Meetings
  18. Membership Dues
  19. Discipline
  20. Proposals
  21. Attendance at Members’ Meetings
  22. Chair at Members’ Meetings
  23. Quorum at Members’ Meetings
  24. Votes to Govern at Members’ Meetings
  25. Members’ Meetings Held Electronically
  26. National Board
  27. National Board: Number and Qualifications of Directors
  28. National Board: Election of Directors
  29. National Board: Officers
  30. National Board: Meetings and Conducting Business
  31. National Board: Committees
  32. National Board: Removal and Departure of Directors
  33. National Board: Liability and Indemnification
  34. Method of Giving Any Notice
  35. Invalidity of Any Provisions of This By-law
  36. Omissions and Errors
  37. Rules and Regulations
  38. Issues of Process and Procedure
  39. Accessibility of Communications
  40. Corporate Seal
  41. By-laws and Effective Date

1 Definitions

In this By-law and all other By-laws of the Corporation, unless the context otherwise requires:

“Act”
means the Canada Not-For-Profit Corporations Act S.C. 2009, c.23 including the Regulations made pursuant to the Act, and any statute or regulations that may be substituted, as amended from time to time;
“Active Member”
means any individual who is Blind or Deafblind, who has paid their annual membership dues to the Corporation, and who is a citizen or permanent resident of Canada;
“Articles”
means the original or restated Articles of Incorporation or articles of amendment, amalgamation, continuance, reorganization, arrangement or revival of the Corporation;
“Blind”
refers to an individual with a visual acuity of twenty over two hundred (20/200) or less (as measured on the Snellan eye chart) in their better eye with best correction, or whose visual field measures less than twenty degrees;
“Board”
means the Board of Directors of the Corporation and “Director” means a member of the Board;
“By-law”
means this by-law and any other by-law of the Corporation as amended and which are, from time to time, in force and effect;
“Class A”
means a class of members to which all members of the Corporation who have the designation of Active Member belong;
“Class B”
means a class of members to which all members of the Corporation who have the designation of Supporting Member belong;
“Deafblind”
means an individual who is deaf or hard of hearing and Blind;
“Meeting of Members”
includes an annual meeting or special meeting of members entitled to vote at a Meeting of Members;
“Ordinary Resolution”
means a resolution passed by a majority of not less than fifty percent (50%) plus one (1) of the votes cast on that resolution;
“Regulations”
means the regulations made under the Act, as amended, restated or in effect from time to time;
“Special Business”
(at a Meeting of Members) includes all matters except consideration of the financial statements, public accountant’s report, election of Directors and re-appointment of the incumbent public accountant;
“Special Resolution”
means a resolution that is required to be passed by a majority of not less than two-thirds (2/3) of the votes cast on that resolution; and,
“Supporting Member”
means any individual who is not an Active Member, who has paid their annual membership dues to the Corporation, and who is a citizen or permanent resident of Canada.

2 Interpretation

  1. 2.1  In the interpretation of this By-law, words in the singular include the plural and vice-versa, words in one gender include all genders, and “person” includes an individual, body corporate, partnership, trust and unincorporated organization.
  2. 2.2  Where documentation is required to be ‘in writing’, ‘written’, or ‘signed’, such writing or signature may be handwritten or a facsimile, sent via a known or recognized email address of the person(s) involved, or uploaded via a secure electronic filing system using an account known to be managed by the person(s) involved.
  3. 2.3  Other than as specified above, words and expressions defined in the Act have the same meanings when used in these By-laws.

3. Statements of Principle

All business of the Corporation must uphold the following statements of principle:

  1. We are not an organization speaking on behalf of blind and Deafblind people; rather we are an organization of blind and Deafblind people speaking for ourselves;
  2. We believe that with training and opportunity blindness and Deafblindness can be reduced to the level of a nuisance;
  3. We believe that blindness and Deafblindness is not a handicap, but a characteristic;
  4. We believe it is respectable to be blind or Deafblind;
  5. We believe that blind and Deafblind people can compete on terms of equality with their sighted and hearing peers;
  6. We believe the real problem of blindness and Deafblindness is not the lack of eyesight and/or hearing. The real problem is the lack of positive information about blindness and Deafblindness and the achievements of blind and Deafblind people.

4 Execution of Documents

  1. 4.1  Deeds, transfers, assignments, contracts, obligations and other instruments in writing requiring execution by the Corporation may be signed by the President of the Corporation.
  2. 4.2  In addition, the Board may from time to time direct the manner in which and the person or persons by whom a particular document or type of document shall be executed.
  3. 4.3  Any person authorized to sign any document may affix the corporate seal (if any) to the document.
  4. 4.4 Any signing officer may certify a copy of any instrument, resolution, By-law or other document of the Corporation to be a true copy thereof.

5 Financial Year-End

The financial year end of the Corporation shall be determined by the Board.

6 Public Accountant

  1. 6.1  For the purposes of this By-law, a “public accountant” is a person who:
    1. is a member in good standing of an institute or association of accountants incorporated by or under an Act of the legislature of a province;
    2. meets any qualifications under an enactment of a province for performing any duty that the person is required to perform under sections 188 to 191 of the Act; and
    3. is independent of the Corporation, its affiliates, or the Directors or officers of the Corporation or its affiliates, as provided for in s. 180(2) of the Act.
  2. 6.2  The members of the Corporation shall, by ordinary resolution, at each annual meeting, appoint a public accountant to hold office until the close of the next annual meeting.
  3. 6.3  The Board shall immediately fill a vacancy in the office of public accountant if such should occur.

7 Banking Arrangements

  1. 7.1  The banking business of the Corporation shall be transacted at such bank, trust company or other firm or corporation carrying on a banking business in Canada or elsewhere as the Board may designate, appoint or authorize from time to time by resolution, provided that all selected banks, trust companies or other firms or corporations carrying on a banking business have systems that enable blind and Deafblind individuals to conduct all banking business for the Corporation independently.
  2. 7.2  The banking business or any part of it shall be transacted by an officer or officers of the Corporation and/or other persons as the Board may by resolution from time to time designate, direct or authorize.
  3. 7.3  Designations, appointments and authorizations adopted by the Board pursuant to this section are not, unless the Board otherwise states, binding or applicable to Chapters, Divisions, or Affiliates.

8 Borrowing Powers

  1. 8.1  If authorized by a By-law which is duly adopted by the Directors and confirmed by Special Resolution of the members, the Directors of the Corporation may from time to time:
    1.  borrow money on the credit of the Corporation;
    2.  issue, reissue, sell, pledge or hypothecate debt obligations of the Corporation; and
    3.  mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the Corporation, owned or subsequently acquired, to secure any debt obligation of the Corporation.
  2. 8.2  Any such By-law may provide for the delegation of such powers by the Directors to such officers or Directors of the Corporation to such extent and in such manner as may be set out in the By-law.
  3. 8.3  Nothing herein limits or restricts the borrowing of money by the Corporation on bills of exchange or promissory notes made, drawn, accepted or endorsed by or on behalf of the Corporation.

9 Annual Financial Statements

  1. 9.1  The Corporation shall send to the members a copy of the annual financial statements and other documents referred to in subsection 172(1) (Annual Financial Statements) of the Act or a copy of a publication of the Corporation reproducing the information contained in the documents.
  2. 9.2  Instead of sending the documents, the Corporation may send a summary to each member along with a notice informing the member of the procedure for obtaining a copy of the documents themselves free of charge.

10 Membership Conditions

  1. 10.1  Subject to the Articles, there shall be two classes of members in the Corporation, namely, Active Members and Supporting Members.
  2. 10.2  An Active Member voting membership in the Corporation shall be available only to individuals interested in furthering the Corporation’s purposes and who meet the criteria for status as an Active Member and who have applied for and been accepted into membership in the Corporation by resolution of the Board or in such other manner as may be determined by the Board.
  3. 10.3  A Supporting Member non-voting membership in the Corporation shall be available only to individuals interested in furthering the Corporation’s purposes and who meet the criteria for status as a Supporting Member and who have applied for and been accepted into membership in the Corporation by resolution of the Board or in such other manner as may be determined by the Board.
  4. 10.4  Each Active Member shall be entitled:
    1. To receive notice of, attend and cast one vote on every question brought to the membership for consideration at meetings of the members of the Corporation, subject to By-laws 10.7 and 17, below;
    2.  To serve on committees of the organization;
    3. To belong to one or more Affiliates, Chapters or Divisions;
    4. To participate and vote in meetings of Affiliates, Chapters or Divisions to which the member belongs; and,
    5. To speak in meetings of Affiliates, Chapters or Divisions.
  5. 10.5  Each Supporting Member shall be entitled:
    1. To attend meetings of the members of the Corporation;
    2. To belong to one or more Affiliates, Chapters or Divisions;
    3. To participate in meetings of Affiliates, Chapters or Divisions to which the member belongs; and,
    4. To speak in meetings of Affiliates, Chapters or Divisions.
  6. 10.6  Collectively:
    1. The membership is the supreme authority of the Corporation;
    2. The membership is the final authority on all matters of policy; and,
    3. All membership decisions shall be made after opportunity has been afforded for full and fair discussion at a Meeting of Members.
  7. 10.7  No person may vote at a Meeting of Members of the Corporation unless s/he has paid membership dues more than 45 days prior to the date of commencement of the Meeting of Members.
  8. 10.8  Any member may resign their membership at any time by providing written notice to the Secretary of the Corporation.
  9. 10.9  Pursuant to subsection 197(1) (Fundamental Change) of the Act, a Special Resolution of the Active Members is required to make any amendments to this section of the By-laws if those amendments affect membership rights and/or conditions described in paragraphs 197(1)(e), (h), (l) or (m).

11 Affiliates

  1. 11.1 The Corporation may create Affiliates as follows:
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    1. The majority of the members of each Affiliate must be Active Members.
    2. All officers and Directors of the Affiliate must be Active Members.
    3. Each Affiliate must submit a written constitution and By-laws to the President and the Secretary of the Corporation. The constitution and By-laws must set forth the structure of the Affiliate, the authority of its officers, and the basic procedures it will follow. The Affiliate may not become an Affiliate of the Corporation until the constitution and By-laws are approved by the Corporation’s Board of Directors and the membership of the Affiliate itself.
    4. The constitution must contain provisions incorporating these By-laws and the Articles of Incorporation of the Corporation.
    5. The proposed Affiliate must submit the names and addresses of its officers to the President and the Secretary of the Corporation.
    6. The proposed Affiliate must submit the names and addresses of its members to the Secretary of the Corporation.
    7. The Board has the power to create such other procedures as may be required from time to time with respect to the information which Affiliates are required to supply, review applications for Affiliate status or approve such applications as the need arises.
  2. 11.2 Each Affiliate has the following rights:
    1. To use the Corporation’s name, logo, charitable number and other materials prepared by the Corporation for public education, membership development and fund-raising purposes; and
    2. To distribute and copy any membership development, and other materials produced by the Corporation for distribution to members, potential members or members of the general public.
  3. 11.3 Each Affiliate has the following responsibilities:
    1. To follow and abide by the provisions of the Corporation’s Articles of Incorporation and these By-laws;
    2. To abide by and take concrete actions to enforce the resolutions, policies and procedures adopted by the Corporation’s membership and its Board of Directors;
    3. To present an accounting of all of its receipts and expenditures to the Corporation as requested by the Board.
  4. 11.4 A general convention of the membership of an Affiliate must be held and its principal executive officers must be elected at least once every two (2) years.

12 Chapters

  1. 12.1 The Corporation or any Affiliate may create Chapters, provided that the following conditions are met:
    1. The majority of the members of each Chapter must be Active Members.
    2. All officers and Directors of the Chapter must be Active Members.
    3. Each Chapter must submit a written constitution and By-laws to the President and the Secretary of the Corporation. The constitution and By-laws must set forth the structure of the Chapter, the authority of its officers, and the basic procedures it will follow. The Chapter may not become a Chapter of the Corporation until the constitution and By-laws are approved by the Corporation’s Board of Directors and the membership of the Chapter itself.
    4. The constitution must contain provisions incorporating these By-laws and the Articles of Incorporation of the Corporation.
    5. The proposed Chapter must submit the names and addresses of its officers to the President and the Secretary of the Corporation and, if applicable, to the President and the Secretary of the Affiliate.
    6. The proposed Chapter must submit the names and addresses of its members to the Secretary of the Corporation and, if applicable, to the Secretary of the Affiliate.
    7. The Board has the power to create such other procedures as may be required from time to time with respect to the information which Chapters are required to supply, review applications for Chapter status or approve such applications as the need arises.
  2. 12.2 Each Chapter has the following rights:
    1. To use the Corporation’s name, logo, charitable number and other materials prepared by the Corporation for public education, membership development and fund-raising purposes; and
    2. To distribute and copy any membership development, and other materials produced by the Corporation for distribution to members, potential members or members of the general public.
  3. 12.3 Each Chapter has the following responsibilities:
    1. To follow and abide by the provisions of the Corporation’s Articles of Incorporation and these By-laws;
    2. To abide by and take concrete actions to enforce the resolutions, policies and procedures adopted by the Corporation’s membership and its Board of Directors;
    3. To present an accounting of all of its receipts and expenditures to the Corporation as requested by the Board.

13 Divisions

  1. 13.1 The Corporation may create Divisions, provided that the following conditions are met:
    1. The majority of the members of each Division must be Active Members.
    2. All officers and Directors of the Division must be Active Members.
    3. Each Division must submit a written constitution and By-laws to the President and the Secretary of the Corporation. The constitution and By-laws must set forth the structure of the Division, the authority of its officers, and the basic procedures it will follow. The Division may not become a Division of the Corporation until the constitution and By-laws are approved by the Corporation’s Board of Directors and the membership of the Division itself.
    4. The constitution must contain provisions incorporating these By-laws and the Articles of Incorporation of the Corporation.
    5. The proposed Division must submit the names and addresses of its officers to the President and the Secretary of the Corporation.
    6. The proposed Division must submit the names and addresses of its members to the Secretary of the Corporation.
    7. The Board has the power to create such other procedures as may be required from time to time with respect to the information which Divisions are required to supply, review applications for Division status or approve such applications as the need arises.
  2. 13.2 Each Division has the following rights:
    1. To use the Corporation’s name, logo, charitable number and other materials prepared by the Corporation for public education, membership development and fund-raising purposes; and
    2. To distribute and copy any membership development, and other materials produced by the Corporation for distribution to members, potential members or members of the general public.
  3. 13.3 Each Division has the following responsibilities:
    1. To follow and abide by the provisions of the Corporation’s Articles of Incorporation and these By-laws;
    2. To abide by and take concrete actions to enforce the resolutions, policies and procedures adopted by the Corporation’s membership and its Board of Directors;
    3. To present an accounting of all of its receipts and expenditures to the Corporation as requested by the Board.

14 Use of Name and Marks

  1. 14.1 The name of the Corporation, any variant thereof, and any corporate logos, copyrights, patents, industrial designs or trademarks which have been registered are the property of the Corporation.
  2. 14.2 The Corporation is authorized to register such further copyrights, patents, trademarks and industrial designs from time to time which may come into existence in the future.
  3. 14.3 Any Affiliate, Division or Chapter which ceases to be part of the Corporation (for whatever reason) shall forthwith forfeit the right to use the name of the Corporation, any variation thereof, or any logos, copyrights, trademarks, patents or industrial designs belonging to the Corporation as at the date that the Chapter, Division or Affiliate ceases to belong to the Corporation.

15 Notice of Members’ Meeting

  1. 15.1 Notice of the time and place of a Meeting of Members shall be given to each member entitled to vote at the meeting by the following means:
    1. by mail, courier or personal delivery to each member entitled to vote at the meeting, during a period of twenty-one (21) to sixty (60) days before the day on which the meeting is to be held; or
    2. by telephonic, electronic or other communication facility to each member entitled to vote at the meeting, during a period of twenty-one (21) to thirty-five (35) days before the day on which the meeting is to be held.
  2. 15.2 Notice of a Meeting of Members at which Special Business is to be transacted shall:
    1. state the nature of that business in sufficient detail to permit a member to form a reasoned judgment on the business;
    2. state the text of any Special Resolution to be submitted to the meeting; and
    3. Be provided in a format accessible to the member for whom the notice is intended.
  3. 15.3 Pursuant to subsection 197(1) (Fundamental Change) of the Act, a Special Resolution of the members is required to make any amendment to the By-laws of the Corporation to change the manner of giving notice to members entitled to vote at a Meeting of Members.

16 Members Calling a Members’ Meeting

  1. 16.1 Pursuant to Section 167 of the Act, the Board shall call a special Meeting of Members on written requisition of members carrying not less than five percent (5%) of the voting rights.
  2. 16.2 If the Board does not call a meeting within twenty-one (21) days of receiving the requisition, any member who signed the requisition may call the meeting.

17 Absentee Voting at Members’ Meetings

Work in Progress…