By-Laws of Pacific Aeromodellers Club

 

 

 

Part 1 ‑‑‑ Interpretation

 

1.                     (1)        In these bylaws, unless the context otherwise requires:

 

(a)  "officers" means the officers of the society for the time being;

(b)  "Society Act" means the Society Act of the Province of British Columbia from time to time in force and

       all amendments to it;

(c)  "registered address" of a member means his address as recorded in the register of members.

 

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

 

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

 

4.                   (1)        A person may apply to the officers for membership in the society and upon acceptance by a majority vote of members

                                   present at a general meeting shall be a member.

                      (2)        A person applying for membership in the society shall submit full payment of all initiation and/or annual membership

                                  fees upon acceptance of his membership in accordance with bylaw 4.(1)

                      (3)        All annual membership fees shall be deemed to be due and payable to the society prior to the first day of the calendar

                                   year to which those fees apply.

 

5.                   Every member shall uphold the constitution and comply with these bylaws.

 

6.                   (1)        The amount of the first annual membership dues shall be determined by the officers and after that the annual membership

                                  dues shall be determined at the annual general meeting of the society.

                      (2)        The basic annual membership dues shall be the fee charged an Open member and all other fees shall be expressed

                                   as a factor of that fee.

                      (3)        An Initiation fee shall be charged to any new Open Member, and also, to any returning Open Member after a one

                            month grace period from the annual membership anniversary date. The initiation fee shall be a factor of 1.5 times the

                                   basic annual fee.

                      (4)        The Junior membership fee shall be a factor of 0.5 times the basic annual fee, but shall not be applied if that Junior

                                   member has a parent who is an Open member in good standing.

                      (5)        The Corporate membership fee for support of the society shall be a factor of 10 times the basic annual fee.

                      (6)        The fee for a Second Open Member within the immediate family of an existing Open Member shall be 0.4 times the

                                   basic annual fee.

 

7.                   A person shall cease to be a member of the society:

(a)        by delivering his resignation in writing to the secretary of the society or by mailing or delivering it to the

            address of the society;

(b)        on his death or, in the case of a Corporate Member, dissolution of the corporation;

(c)        on being expelled; or

(d)        on having been a member not in good standing for one month.

 

8.                   (1)        A member may be expelled by a special resolution of the members passed at a general meeting.

                      (2)        The notice of special resolution for expulsion shall be accompanied by a brief statement of the reason or reasons for

                                   the proposed expulsion.

                      (3)        The person who is the subject of the proposed resolution for expulsion shall be given an opportunity to be heard at

                                   the general meeting before the special resolution is put to a vote.

 

9.                   (1)        All members are in good standing except a member who has failed to pay his current annual membership fee or any

                                  other subscription or debt due and owing by him to the society and he is not in good standing so long as the debt

                                  remains unpaid.

                      (2)        A member in good standing is further defined as one who has attended at least one general meeting in addition to

                                  the annual general meeting within the last calendar year. Notwithstanding the foregoing, members living in areas remote

                                  to the meeting place(s) may maintain their good standing by communicating that desire in writing to any officer of the

                                  club.

                      (3)        A member in good standing must be a current member of the Model Aeronautics  Association of Canada in order to

                                   fly model aircraft or to act as an official during Club flying sessions or contests.

                      (4)        Any member in good standing for a period of 1 year may stand for, and be elected or acclaimed to, a position as an

                                  officer of the society.

                      (5)        Any member in good standing for a period of 3 months may vote in any election, motion, or resolution of the society.

                      (6)        An Open Member is any person 18 years of age or older as of January first.

                      (7)        A Junior Member is any person 17 years of age or younger as of January first.  A Junior Member in good standing

                                  shall automatically become an Open Member on his 18th birthday and the fee previously paid shall suffice until the

                                  next annual membership due date.

                      (8)        A Corporate Member is a corporation or organization which is interested in the advancement of model aviation.

                      (9)        A Life Member is a member in good standing who has been elected by the members of the society for outstanding

                                  support of the society or the promotion of model aviation.

                      (10)      An Honourary Member is a non-member who has been elected by the members of the society for outstanding support

                                  of the society.

 

 

                                                                                         Part 3 ‑‑‑ Meetings of Members

 

 

10.                 General meetings of the society shall be held at the time and place, in accordance with the Society Act, that the officers decide.

 

11.                 (1)        Every general meeting, other than an annual general meeting, is an extraordinary general meeting.

                      (2)        At all meetings of the members of the society, a record of business conducted shall be kept and it shall be certified by

                                  the chairman of that meeting.

 

12.                 (1)        The officers may, when they think fit, convene an extraordinary general meeting.

                      (2)        The quorum for all general meetings shall consist of 5 members or 25% of the members in good standing, whichever is

                                   the greater number, at the time the meeting is called to order.

 

13.                 (1)        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.

                      (2)        The accidental omission to give notice of a meeting to, or the nonreceipt of a notice by, any of the members entitled

                                   to receive notice does not invalidate proceedings at that meeting.

 

14.                 (1)        The first annual general meeting of the society shall be held not more than 13 months after the date of incorporation

                                  and after that an annual general meeting shall be held at least once in every calendar year during the month of

                                  November.

                      (2)        A special general meeting shall be convened upon the written request of 10% of the members in good standing, to

                                  any officer of the society, stating the reason for such a meeting.

 

 

                                                                                         Part 4 ‑‑‑ Proceedings of Members

 

15.                 Special business is:

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

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

(i)         the adoption of rules of order;

(ii)        the consideration of the financial statements;

(iii)       the reports of the officers;

(iv)       the report of the auditor, if any;

(v)        the election of officers;

(vi)       the appointment of the auditor, if required; 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 officers issued with the

            notice convening the meeting.

 

 

16.                 (1)        No business, other than the election of a chairman and the adjournment or termination of the meeting, shall be

                                  conducted at a general meeting at a time when a quorum is not present.

                      (2)        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.

                      (3)        A quorum is 5 members present or a greater 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, shall be terminated; but 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 30 minutes from the time appointed for the meeting, the members present constitute a quorum.

 

18.                 Subject to bylaw 19, the president of the society, the vice president or in the absence of both, one of the other officers present, shall preside as chairman of a general meeting.

 

19.                 If at a general meeting:

                      (a)        there is no president, vice president or other officer present within 15 minutes after the time appointed for holding

                                  the meeting; or

                      (b)        the president and all the other officers present are unwilling to act as chairman, the members present shall choose

                                  one of their number to be chairman.

 

20.                   (1)        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.

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

                                  the original meeting.

                      (3)        Except as provided in this bylaw, it is not necessary to give notice of an adjournment or of the business to be transacted

                                  at an adjourned general meeting.

 

21.                 (1)        No resolution proposed at a meeting need be seconded and the chairman of a meeting may move or propose a

                                   resolution.

                      (2)        In case of an equality of votes the chairman shall not have a casting or second vote in addition to the vote to which he

                                   may be entitled as a member and the proposed resolution shall 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 an Open Member, and that representative shall be reckoned as an Open Member for all purposes with respect to a meeting of the society.

 

23.                 (1)        A member in good standing present at a meeting of members is entitled to one vote, except wherein a member who is

                                  both an Open Member and is the representative of a Corporate Member may vote once in each case.

                      (2)        In the election of officers, voting is by secret ballot only.

                      (3)        In the election of officers, voting by proxy is not permitted.

                      (4)        Voting, other than in the election of officers, may be by proxy vote, where a maximum of one proxy vote may be cast

                                  on behalf of any member in good standing by any other member in good standing present at a general meeting.

                      (5)        In resolutions, the votes of a simple majority of members in good standing shall cause the resolution to pass,

                                   however, Special Resolutions require 75%.

 

 

Part 5 ‑‑‑ Officers

 

24.                 (1)        the officers 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 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.

 

                      (2)        No rule, made by the society in general meeting, invalidates a prior act of the officers that would have been valid if that

                                  rule had not been made.

 

25.                 (1)        The president, vice president, secretary, treasurer and two other persons shall be the officers of the society.

                      (2)        The number of officers shall be 5 or a greater number determined from time to time at a general meeting.

 

26.                 (1)        The officers shall retire from office at each annual general meeting when their successors shall be elected.

                      (2)        Separate elections shall be held for each office to be filled.

                      (3)        An election may be by acclamation, otherwise it shall be by secret ballot.

                      (4)        If no successor is elected the person previously elected or appointed continues to hold office.

 

27.                 (1)        The officers may at any time and from time to time appoint a member as an officer to fill a vacancy in the officers.

                      (2)        An officer so appointed holds office only until the conclusion of the next following annual general meeting of the

                                   society, but is eligible for re‑election at the meeting.

 

28.                 (1)        If an officer resigns his office or otherwise ceases to hold office, the remaining officers shall appoint a member to take

                                  the place of the former officer.

                      (2)        No act or proceeding of the officers is invalid only by reason of there being less than the prescribed number of

                                   officers in office.

 

29.                 The members may by special resolution remove an officer before the expiration of his term of office, and may elect a successor to complete the term of office.

 

30.                 No officer shall be remunerated for being or acting as an officer but an officer shall be reimbursed for all expenses necessarily and reasonably incurred by him while engaged in the affairs of the society.

                                                                             

 

               Part 6 ‑‑‑ Proceedings of Officers

 

31.                 (1)        The officers may meet together at the places they think fit to dispatch business, adjourn and otherwise regulate

                                   their meetings and proceedings, as they see fit.

                      (2)        The officers may from time to time fix the quorum necessary to transact business, and unless so fixed the quorum shall

                                   be a majority of the officers then in office.

                      (3)        The president shall be chairman of all meetings of the officers, but if at a meeting the president is not present within

                                   30 minutes after the time appointed for holding the meeting, the vice president shall act as chairman; but if neither is

                                   present the officers present may choose one of their number to be chairman at the meeting.

                      (4)        The secretary, on the request of any officer, shall convene a meeting of the officers.

 

32.                 (1)        The officers may delegate any, but not all, of their powers to committees consisting of a member or members as they

                                   think fit.

                      (2)        A committee so formed, in the exercise of the powers so delegated, shall conform to any rules imposed on it by

                                  the officers, and shall report every act or thing done in exercise of those powers, to the earliest meeting of the officers

                                  to be held after it has been done.

 

33.                 A committee shall elect a chairman of its meetings; but if no chairman is elected, or if at a meeting the chairman is not present within 30 minutes after the time appointed for holding the meeting, the officers present who are members of the committee shall choose one of their number to be chairman of the meeting.

 

34.                 The members of a committee may meet and adjourn as they think proper.

 

 

35.                 For a first meeting of officers held immediately following the appointment or election of an officer or officers at an annual or other general meeting of members, or for a meeting of the officers at which an officer is appointed to fill a vacancy in the officers, it is not necessary to give notice of the meeting to the newly elected or appointed officer or officers for the meeting to be constituted, if a quorum of the officers is present.

 

36.                 An officer who may be absent temporarily from British Columbia may send or deliver to the address of the society a waiver of notice, which may be by letter, telegram, telex or cable, of any meeting of the officers and may at any time withdraw the waiver, and until the waiver is withdrawn,

            (a)        no notice of meeting of officers shall be sent to that officer; and

            (b)       any and all meetings of the officers of the society, notice of which has not been given to that officer shall,

                        if a quorum of the officers is present, be valid and effective.

 

37.                 (1)        Questions arising at a meeting of the officers and committee of officers shall be decided by a majority of votes.

                      (2)        In case of an equality of votes the chairman does not have a second or casting vote.

 

38.                 No resolution proposed at a meeting of officers or committee of officers need be seconded and the chairman of a meeting may move or propose a resolution.

 

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

 

 

                                                                                         Part 7 ‑‑‑ Duties of Officers

 

40.                 (1)        The president shall preside at all meetings of the society and of the officers.

                      (2)        The president is the chief executive officer of the society and shall supervise the other officers in the execution of

                                   their duties.

 

41.                 The vice president shall carry out the duties of the president during his absence, and shall carry out any other duties assigned to him by the president.

 

42.                 The secretary shall:

(a)  conduct the correspondence of the society;

(b)  issue notices of meetings of the society and officers;

(c)  keep minutes of all meetings of the society and officers;

(d)  have custody of all records and documents of the society except those required to be kept by the treasurer;

(e)  have custody of the common seal of the society; and

 (f)  maintain the register of members.

 

43.                 The treasurer shall:

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

(b)  render financial statements to the officers, members and others when required.

 

44.                 (1)        The offices of secretary and treasurer may be held by one person who shall be known as the secretary/treasurer.

                      (2)        When a secretary/treasurer holds office the total number of officers shall not be less than 5 or the greater number that

                                   may have been determined pursuant to bylaw 25 (2).

 

45.                 In the absence of the secretary from a meeting, the officers present shall appoint another person to act as secretary at the meeting.

 

 

                                                                                         Part 8 ‑‑‑ Seal

 

46.                 The officers may provide a common seal for the society and may destroy a seal and substitute a new seal in its place.

 

47.                 The common seal shall be affixed only when authorized by a resolution of the officers and then only in the presence of the persons prescribed in the resolution, or if no persons are prescribed, in the presence of the president and secretary or president and secretary/treasurer.

 

 

                                                                                         Part 9 ‑‑‑ Borrowing

 

48.                 In order to carry out the purposes of the society the officers may, on behalf of and in the name of the society, raise or secure the payment or repayment of money in the manner they decide, and, in particular but without limiting the foregoing, by the issue of debentures.

 

49.                 No debenture shall be issued without the sanction of a special resolution.

 

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

                                                                             

 

Part 10 ‑‑‑ Auditor

 

51.                 This Part applies only where the society is required to, or has resolved to, have an auditor.

 

52.                 The first auditor shall be appointed by the officers who shall also fill all vacancies occurring in the office of auditor.

 

 

53.                 At each annual general meeting the society shall appoint an auditor to hold office until he is re-elected or his successor is elected at the next annual general meeting.

 

 

54.                 An auditor may be removed by ordinary resolution. 

 

 

55.                 An auditor shall be promptly informed in writing of appointment or removal.

 

 

56.                 No officer and no employee of the society shall be auditor.

 

 

57.                 The auditor may attend general meetings.

 

 

                                                                                       Part 11 ‑‑‑ Notices to Members

 

58.                 A notice may be given to a member, either personally or by mail to him at his registered address.

 

59.                A notice sent by mail shall be deemed to have been given on the fifth day following that 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.

 

60.                 (1)         Notice of a general meeting shall be given to

                                    (a)    every member shown on the register of members on the day notice is given; and

                                    (b)    the auditor, if Part 10 applies.

                      (2)          No other person is entitled to receive a notice of general meeting.

 

 

                                                                                       Part 12 ‑‑‑ Bylaws

 

61.                 On being admitted to membership, each member is entitled to and the society shall give him, without charge, a copy of the constitution and bylaws of the society.

 

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

 

 

 

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