SOCIETY ACT:

CONSTITUTION OF THOMPSON RIVER INTERIOR PADDLING SOCIETY

Mission Statement

Our mission is to promote safe and skillful paddling in our community and to highlight the importance of canoeing to the Canadian cultural identity. Our programs are offered at a variety of levels for youth, novice paddlers, recreational canoeists, white water paddlers, and marathon canoe racers. We believe that everyone should have a chance to learn to paddle and get out on the water for the enjoyment of nature, the promotion of good health, and the development of community spirit.

1. The name of the Society is THOMPSON RIVER INTERIOR PADDLING SOCIETY

 

1. The purposes of the society are:

2.1 To develop, promote and encourage the sport of marathon canoe and kayak racing as a recognized competitive sport in British Columbia. “Marathon” shall be defined as long distance racing.
2.2 To provide the structure and opportunity for marathon canoe and marathon kayak racers to compete.
2.3 To maintain rules and regulations governing marathon competitions in canoes and kayaks at provincial, national and international levels.
2.4 To encourage and develop recreational canoeing and kayaking.
2.5 “Recreational” canoeing and kayaking is defined as a “non-race” discipline.
2.6 To provide a structure and opportunity for recreational canoeists and kayakers to participate.
2.7 To practice conservation and preservation of our natural and developed waterways in British Columbia.
2.8 To encourage and promote safe paddling practices in canoeing and kayaking.
2.9 To co-operate with Provincial, National and International Organizations in matters deemed by the membership to be in the best interests of the Society.
3. The purposes of the Society shall be carried out without purpose of gain for its members and any profits or other accretions to the Association shall be used for promoting its purposes. Unalterable.

1. In the event of the dissolution of the Society, funds and assets of the Society remaining after the satisfaction of its debts and liabilities, shall be given or transferred to such organization or organizations with similar purposes in British Columbia, as may be determined by the members of the Society at the time of dissolution provided that such organization or organizations shall be a registered charity recognized by Revenue Canada Taxation as being qualified as such under the provisions of the Income Tax Act of Canada from time to time in effect. If effect cannot be given to the aforesaid provisions then such funds shall be given or transferred to a suitable level of local government. Unalterable.

 

BYLAWS

Part 1 – Interpretation

1. (1) In these by-laws, unless the context otherwise requires,
   “executive” means the executive 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 by-laws become effective apply to these by-laws.
2. Words importing the singular include the plural and vice versa; and words importing a male person include a female person and a corporation.

 

Part 2 – Membership
3. 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 by-laws and, in either case, have not ceased to be members.

1. A person may apply to the directors for membership in the Society and on acceptance by the directors shall be a member.
2. Every member shall uphold the constitution and comply with these by-laws.
3. The amount of the first annual membership dues shall be determined by the directors and thereafter the annual membership dues shall be determined at the annual meeting of the Society.
4. 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, or
   b. on his death or in the case of a corporation on dissolution, or
   c. on being expelled, or
   d. on having been a member not in good standing for 12 consecutive months.
5. (1) A member may be expelled by a special resolution of the members used at a general meeting.
   (2) The notice of a 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.
6. 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.

 

Part 3 – Meetings of Members
10. General meetings of the Society shall be held at such time and place, in accordance with the Society Act, as the directors decide.

1. Every general meeting, other than an annual general meeting, is an extraordinary general meeting.
2. The directors may, whenever they see fit, convene an extraordinary general meeting.
3. (1) Notice of a general meeting shall specify the place, the day and the hour of the 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 non-receipt of a notice by, any of the members entitled to receive notice does not invalidate proceedings at that meeting.
4. The first annual general meeting of the Society shall be held not more than 15 months after the date of incorporation and thereafter an annual general meeting shall be held at least once in every calendar year and not more than 15 months after the holding of the last preceding annual general meeting.

 

 

Part 4 – Proceedings at General Meetings

Special business is

1. all business at an extraordinary general meeting except the adoption of the rules of order, and
2. all business that is transacted at an annual general meeting, except,
   i. the adoption of rules of order,
   ii. the consideration of the financial statements, iii. the report of the directors,
   iv. the report of the auditor, if any,
   v. the election of directors,
   vi. the appointment of the auditor, if required, and
   vii. such other business as, under these by-laws, 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.
3. (1) 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.
   (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 3 members present or such greater number as the members may determine at a general meeting.

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.

1. Subject to By-law 19, the president of the Society, the vice chairperson, or in the absence of both, one of the other director’s present shall preside as chairman of a general meeting.
2. If at a general meeting
3. there is no chairperson, vice-chairperson, or other executive present within 15 minutes after the time appointed for holding the meeting, or
   b. the chairperson and all the other executive present are unwilling to act as chairperson, the members present shall choose one of their number to be chairperson.

 

1. (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) Where a meeting is adjourned for ten 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 by-law, it is not necessary to give notice of an adjournment or of the business to be transacted at an adjourned general meeting.

 

1. (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.

 

1. (1) a member in good standing present at a meeting of members is entitled to one vote.
   (2) Voting is by show of hands.
   (3) Voting by secret ballot
   (4) Voting by proxy is not permitted.

 

1. A corporate member may vote by its authorized representative who is entitled to speak and

vote, and in all other respects exercise the rights of a member and that representative shall be reckoned as a member for all purposes with respect to a meeting of the Society.

Part 5 – Directors and Officers

(1) The directors may exercise all such powers and do all such acts and things as the Society

may exercise and do, and which are not by these by-laws or by statute or otherwise lawfully

directed or required to be exercised or done by the Society in general meeting, but subject,

nevertheless, to the provisions of
a. all laws affecting the Society
b. these by-laws, and
c. rules, not being inconsistent with these by-laws, 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 directors that would have been valid if that rule had not been made.

1. (1) The president, vice-president, secretary, treasurer and one or more other persons shall be the directors of the Society.
   (2) The number of directors shall be five or such greater number as may be determined from time to time at a general meeting.

 

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

 

1. (1) The executive may at any time and from time to time appoint a member as a director to fill a vacancy in the directors.
   (2) An executive 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.

 

1. (1) If an executive resigns his office or otherwise ceased to hold office, the remaining executive shall appoint a member to take the place of the former member.
   (2) No act or proceeding of the executive is invalid only by reason of there being less than the prescribed number of executive in the office.

 

1. The members may by special resolution remove an executive before the expiration of his

term of office, and may elect a successor to complete the term of office.

1. No executive shall be remunerated for being or acting as an executive but an executive shall

be reimbursed for all expenses necessarily and reasonably incurred by him while engaged in the affairs of the Society.

1. (1) The executive may meet together at such places as they think fit for the dispatch of business, adjourn and otherwise regulate their meetings and proceedings, as they see fit.
   (2) The executive may from time to time fix the quorum necessary for the transaction of business and unless so fixed the quorum shall be a majority of the directors then in office.
   (3) The chairperson shall be chair of all meetings of the executive, but if at any meeting the chairperson is not present within 30 minutes after the time appointed for holding the meeting, the vice-chairperson shall act as chairperson, but if neither is present the executive present may choose one of their numbers to be chairperson at the meeting.
   (4) An executive may at any time, and the secretary, on the request of a chairperson, shall, convene a meeting of the executive.
2. (1) The executive may delegate any/ but not all, of their powers to committees consisting of such executive or executives as they think fit.
   (2) A committee so formed in the exercise of the powers so delegated shall conform to any rules that may from time to time be imposed on it by the executive, and shall report every act or thing done in exercise of those powers to the earliest meeting of the executive to be held next after it has been done.
3. A committee shall elect a chairman of its meeting; but if no chairman is elected, or if at any

meeting the chairman is not present within 30 minutes after the time appointed for holding the

meeting, the executive present who are members of the committee shall choose one of their

numbers to be chairman of the meeting.

1. The members of a committee may meet and adjourn as they think proper.
2. For a first meeting of executive held immediately following the appointment or election of

an executive or executives at an annual or other general meeting of members / or for a meeting

of the executive at which a executive is appointed to fill a vacancy in the executives, it is not

necessary to give notice of the meeting to the newly-elected or appointed executive or

executives for the meeting to be duly constituted, if a quorum of the executives is present.

1. An executive 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,

or any meeting of the executive and may/ at any time, withdraw the waiver, and until the

waiver is withdrawn.
a. no notice of meetings of the executive shall be sent to that executive, b. any and all meetings of the notice of which has not been given to quorum of the executive is present, be executive of the Society, that executive shall, if a valid and effective.

1. (1) Questions arising at any meeting of the executive and committee of executives 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.
2. No resolution proposed at a meeting of directors or committee of directors need be

seconded and the chairman of a meeting may move or propose a resolution.

1. A resolution in writing, signed by all the directors and placed with the minutes of the

directors is as valid and effective as if regularly passed at a meeting of directors.

Part 7 – Duties of the Executive Officers

1. (1) The chairperson shall preside at all meetings of the Society
   (2) The chairperson is the chief executive officer of the Society and shall supervise the other officers in the execution of their duties.
2. The vice-chairperson shall carry out the duties of the president during his absence.
3. The secretary shall
   a. conduct the correspondence of the Society,
   b. issue notices of meetings of the Society and directors,
   c. keep minutes of all meetings of the Society and chairperson
   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. maintains the register of members.
4. The treasurer shall
   a. keep such financial records, including books of account, as are necessary to comply with the Society Act,
   b. render financial statements to the directors, members and others when required.
5. (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 directors shall not be less than four or such greater number as may have been determined pursuant to By-law 225(2).
6. In the absence of the secretary from a meeting, the directors shall appoint another person

to act as secretary at the meeting.