(Society Act of British Columbia, Registration No. S–18097,revision registered June 3, 1993.)

1. The name of the Society is Victoria Handweavers’ and Spinners’ Guild.

2. The purposes of the Society are:

(a) to encourage and promote excellence in the arts of handweaving and spinning, and

(b) to foster personal growth through the sharing of ideas and knowledge within the membership, and

(c) to develop in the community at large a finer appreciation and understanding of the techniques, creativity, and beauty of handweaving and spinning.

3. Upon the winding up or dissolution of the Society, any funds of the Society remaining after the satisfaction of its debts and liabilities, shall be given or transferred to such Canadian non-profitable organization or organizations with similar aims to our Society as may be decided upon by the members of the Society at the time of winding up or dissolution. This clause is unalterable.

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 bylaws.

PART 1 – INTERPRETATION

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

(a) “directors” means the executive officers of the Society;

(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 became 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 a member.

4. A person may apply to the directors for membership in the Society and on acceptance by the directors shall be a member.

5. Every member shall uphold the Constitution and comply with these Bylaws.

6. There shall be four (4) categories of membership:

(a) Active member – Active members shall have all the rights and privileges including the right to vote.

(b) Associate member – This category shall be open to residents outside the Greater Victoria area or as defined by the directors. They shall receive newsletters, may attend all general meetings, but do not have the privilege of voting. They may use the library in the Guild room only. They may attend all Guild workshops, upon payment of the regular workshop fees, provided they do not displace an active member, and may rent Guild equipment for use in work-shops. Associate members shall pay one-half (½) the active membership fee.

(c) Student Member – This category shall be open to all students aged 12 to 18 years inclusive. They shall receive newsletters, may attend all general meetings, but do not have the privilege of voting. They may use the library in the Guild room only. They may attend all Guild workshops upon payment of the regular workshop fees, provided they do not displace an active member, and may rent Guild equipment for use in workshops. Student members shall pay one-half (½) the active membership dues.

(d) Honorary Life Member – This category shall carry all the privileges of the Active member with exemption from payment of annual dues. Honorary Life members shall be appointed by the Executive, in recognition of exemplary service to the Guild.

7. The amount of the first annual membership dues shall be determined by the directors and after that the annual membership dues shall be determined at the annual general meeting of the Society.

8. A member of any category 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 corporation on dissolution;

(c) on being expelled; or

(d) on being a member not in good standing for twelve (12) consecutive months.

9. (1) Any 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

10. All members are in good standing except a member who has failed to pay his current annual membership dues 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

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

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

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 non-receipt of a notice by, any of the members entitled to receive notice does not invalidate proceedings of that meeting.

14. The directors may, when they think fit, convene an extraordinary general meeting.

15. The first annual general meeting of the Society shall be held not more than fifteen (15) months after the date of incorporation 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 holding of the last preceding annual general meeting.

PART 4 – PROCEEDINGS AT GENERAL MEETINGS

16. 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 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) the other business that, under these bylaws, ought to be trans-acted at the annual general meeting, or business which is brought under consideration by the report of the directors issued with the notice convening the meeting.

17. (1) No business, other than the election of the chair 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 the 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 three (3) members present or a greater number that the members may determine at a general meeting.

18. 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 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 thirty (30) minutes from the time appointed for the meeting, the members present constitute a quorum.

19. Subject to bylaw 20, the President of the Society, the Vice-President or in the absence of both, one of the other directors present, shall preside as chair of a general meeting.

20. 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 other Directors present are unwilling to act as chair;

then the members present shall choose one of their number to be chair.

21. (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 ten (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.

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

(2) In case of an equality of votes, the chair 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.

23. (1) Active members in good standing and Honorary Life members present at a meeting of members are entitled to one (1) vote each.

(2) Voting is by a show of hands, or by secret ballot.

(3) Voting by proxy is not permitted.

24. 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

25. (1) 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 the 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 directors that would have been valid if that rule had not been made.

26. (1) The President, Vice-President, Secretary, Treasurer, and Registrar (Membership Chair) shall be directors of the Society.

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

27. (1) The directors shall retire from office at each annual general meeting when their successors shall assume office.

(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 does not continue to hold office.

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

(2) A director 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.

29. (1) If a director resigns his office or otherwise ceases to hold office, the remaining directors shall appoint a member to take the place of the former director.

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

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

31. No director shall be remunerated for being or acting as a director but a director shall be reimbursed for all expenses necessarily and reasonably incurred by him while engaged in the affairs of the Society.

PART 6 – PROCEEDINGS OF THE DIRECTORS

32. (1) The directors 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 directors may from time to time fix the quorum necessary to transact business, and unless so fixed the quorum shall be a majority of the directors then in office.

(3) The President shall be chair of all meetings of the directors, but if at a meeting the President is not present within thirty (30) minutes after the time appointed for holding the meeting, the Vice-President shall act as chair, but if neither is present the directors may choose one of their number to chair the meeting.

(4) A director and the Secretary may at any time, on the request of a director, convene a meeting of the directors.

33. (1) The directors may delegate any, but not all, of their powers to committees consisting of the director or directors, 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 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.

34. A committee shall elect a chair of its meetings; but if no chair is elected, or if at a meeting the chair is not present within thirty (30) minutes after the time appointed for holding the meeting, committee members shall choose one of their number to chair the meeting.

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

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

37. A director 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 directors and may at any time withdraw the waiver, and until the waiver is withdrawn,

(a) no notice of meeting of directors shall be sent to that director; and

(b) any and all meetings of the directors of the Society, notice of which has not been given to that director shall, if a quorum of the directors is present, be valid and effective.

38. (1) Questions arising at a meeting of the directors or committee of directors 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.

39. No resolution proposed at a meeting of directors or committee of directors need be seconded and the chair of the meeting may move or propose a resolution.

40. 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 OFFICERS

41. (1) The President shall preside at all meetings of the Society and of the directors.

(2) The President is the chief executive officer of the Society and shall supervise the other officers in the execution of their duties.

42. The Vice-President shall carry out the duties of the President during her absence.

43. The Secretary shall:

(a) conduct the correspondence of the Society;

(b) oversee the issue of notices of meetings of the Society and directors;

(c) keep minutes of all meetings of the Society and directors;

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

(e) have custody of the common seal of the Society.

44. 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 directors, members and others when required.

45. The Registrar (Membership Chair) shall maintain the register of members of the Society.

46. In the absence of the Secretary from a meeting, the directors shall appoint another person to act as Secretary of the meeting.

47. With the approval of the majority of the directors, any additional duties may be undertaken by the directors.

PART 8 – SEAL

48. The directors may provide a common seal for the Society and may destroy a seal or substitute a new seal for the Society in its place.

49. 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 the President and Secretary, or President and Treasurer.

PART 9 – BORROWING

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

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

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

PART 10 – AUDITOR

53. This part applies only where the Society is required or has resolved to have an auditor.

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

55. 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.

56. An auditor may be removed by ordinary resolution.

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

58. No director nor employee of the Society shall be auditor.

59. The auditor may attend general meetings.

PART 11 – NOTICES TO MEMBERS

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

61. A notice sent by mail shall be deemed to have been given on the third business 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.

62. 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.

PART 12 – BYLAWS

63. On being admitted to membership, each member is entitled to a copy of the Constitution and Bylaws of the Society, and the Society shall have copies available upon request, without charge.

64. The Bylaws shall not be altered or added to except by special resolution.

PART 13 – MANAGEMENT OF FUNDS

65. (1) The funds of the Society not required for immediate use may be kept on deposit in a bank or may be invested in such manner as the directors may from time to time determine.

(2) All handling of funds in the name of the Society must be approved by the directors.

(3) The directors shall cause true accounts to be kept of:

(a) All sums of money received and expended and the matters in respect of which the receipts and expenditures took place;

(b) Assets and liabilities;

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

(4) The directors shall lay before the members of the Society at each annual general meeting a financial statement showing income and expenditures of the Society during the preceding fiscal year.

(5) The fiscal year of the Society shall terminate on the 31st day of May.