Society Act of British Columbia, Registration No. S-18097, Revised December 1, 2016. Registered January 12, 2017.

Constitution of Victoria Handweavers’ and Spinners’ Guild

The name of the Society is the Victoria Handweavers’ and Spinners’ Guild.
The purposes of the Society are:
- To encourage and promote excellence in the arts of handweaving, spinning, and other fibre arts.
- To foster personal growth through the sharing of ideas and knowledge within the membership.
- To develop in the community at large a finer appreciation and understanding of the techniques, creativity, and beauty of handweaving, spinning, and other fibre arts.

Bylaws of Victoria Handweavers’ and Spinners’ Guild (the “Society”)

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;
“Executive” 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 for membership in the Society and becomes a member upon payment of annual membership dues.

2.2 There shall be four (4) categories of membership.

Active Member
Active members shall have all rights and privileges including the right to vote.

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

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

Honorary Life Member:
This category shall have all the privileges of the Active Member with exemption from payment of annual dues. The Executive, in recognition of exemplary service to the Guild, shall appoint honorary Life Members.

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, shall be determined by the Executive.

Member not in good standing

2.5 A member of any membership category is not in good standing if the member fails to pay the member’s annual membership dues; and the
member is not in good standing for so long as those dues remain unpaid.

Member not in good standing may not vote

2.6 A voting member who is not in good standing:

may not vote at a general meeting; and
is deemed to be a non-voting member for the purpose of consenting to a resolution of the voting members.

Termination of membership if member is not in good standing

2.7 A person’s membership in the Society is terminated if the person is not in good standing by the October general meeting.

Termination of membership for other reasons

2.8 Any member may be expelled by a special resolution of the members passed at a general meeting.

2.9 A brief statement of the reason or reasons for the proposed expulsion shall accompany the notice of special resolution for expulsion.

2.10 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 the vote.

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 Executive determines.

Time and place of an annual general meeting

3.2 An annual general meeting shall be held at least once in every calendar year.

Ordinary business at general meeting

3.3 At a general meeting, the following business is ordinary business:

Adoption of rules of order;
Consideration of any financial statements of the Society presented to the meeting;
Consideration of the reports, if any, of the directors or auditor;
Election or appointment of directors;
Appointment of an auditor, if any;
Business arising out of a report of the directors not requiring the passing of a special resolution.

Notice of special business

3.4 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 a meeting

3.5 The following individual is entitled to preside as the chair of a general meeting.

The president,
The vice-president if the president is unable to preside as the chair.
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 a general meeting

3.6 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

3.7 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

3.8 The quorum for the transaction of business at a general meeting is 3 voting members or 10% of the voting members, whichever is greater.

Lack of quorum at commencement of meeting

3.9 If, within 30 minutes from the time set for holding a general meeting, a quorum of voting members is not present,

In the case of a meeting convened on the requisition of members, the meeting is terminated; and
In any other case, the meeting stands adjourned to the same day in the next week, at the same time and place, and if, at the continuation of the adjourned meeting, a quorum is not present within 30 minutes from the time set for holding the continuation of the adjourned meeting, the voting members who are present constitute a quorum for that meeting.

If quorum ceases to be present

3.10 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.

Adjournments by chair

3.11 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

3.12 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 a general meeting

3.13 The order of business at a general meeting is as follows:

Elect an individual to chair the meeting, if necessary;
Determine that there is a quorum;
Approve the agenda;
Approve the minutes from the last general meeting;
Deal with unfinished business from the last general meeting;
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;

7. Deal with new business, including any matters about which notice has been given to the members in the notice of meeting;
8. Terminate the meeting.

Methods of voting

3.14 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, two 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

3.15 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

3.16 Voting by proxy is not permitted.

Matters decided at general meeting by ordinary resolution

3.17 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.

3.18 The threshold for the passage of a special resolution is by 2/3 majority of the members.

3.19 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 the winding up or dissolution. This provision was previously unalterable.

Part 4 – Directors

Number of directors on Executive

4.1 The Society shall have the following Directors: President, Vice-President, Secretary, Treasurer, and Membership Chair.

Election or appointment of directors

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 Executive.

Directors may fill casual vacancy on Executive

4.3 The Executive may, at any time, appoint a member as a director to fill a vacancy that arises on the Executive as a result of the resignation, death, or incapacity of a director during the director’s term of office.

4.4 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.

Termination of a director

4.5 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.

Part 5 – Directors’ Meetings

Calling directors’ meetings

5.1 A directors’ meeting may be called by the president or by any two other directors.

Notice of directors’ meeting

5.2 At least two 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 non-receipt of a notice by a director does not invalidate proceedings at the meeting.

Conduct of directors’ meetings

5.3 The directors may regulate their meetings and proceedings as they think fit.

Quorum of directors

5.4 The quorum for the transaction of business at a directors’ meeting is a majority of the directors.

Written resolutions

5.5 A resolution in writing, signed by 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 6 – Committees

Appointment of committees

6.1 The directors may delegate any, but not all, of their powers to committees as they think fit.

6.2 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 at each meeting of the Executive.

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

Part 7 – Executive Positions

Election or appointment to Executive positions

7.1 Directors must be elected or appointed to the following Executive positions:

President
Vice-president
Secretary
Treasurer
Membership Chair

Role of president

7.2 The president is the chair of the Executive and is responsible for supervising the other directors in the execution of their duties.

Role of vice-president

7.3 The vice-president is the vice-chair of the Executive and is responsible for carrying out the duties of the president if the president is unable to act.

Role of secretary

7.4 The secretary is responsible for the following activities.

Issue notices of general meetings and directors’ meetings.
Take minutes of general meetings and directors’ meetings.
Keep the records of the Society in accordance with the Act.
Conduct the correspondence of the Executive.
File the annual report of the Society and make any other filings with the registrar under the Act.

Role of treasurer

7.5 The treasurer is responsible for the following activities.

Receive and bank monies collected from the membership chair and other sources.
Present proposals for investment of Guild funds to the Executive for approval and shall invest same as approved.
Keep accounting records in respect of the Society’s financial transactions.
Prepare the Society’s financial statements.
Make the Society’s filings respecting taxes.

Role of membership chair

7.6 The membership chair is responsible for the following activities:

Maintain the membership list of the Society.
Receive all membership dues and issue receipts.
Ensure the Society’s Personal Information Protection policy is followed.
Submit all monies regularly to the Treasurer.

Part 8 – Remuneration of Directors and Signing Authority

Remuneration of directors

8.1 These Bylaws do not permit the Society to pay 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.

8.2 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 while engaged in the affairs of the Society.

Signing authority

8.3 A contract or other record to be signed by the Society must be signed on behalf of the Society:

by the president, together with one other director;
if the president is unable to provide a signature, by the vice-president together with one other director;
if the president and vice-president are both unable to provide signatures, by any two other directors; or
in any case, by one or more individuals authorized by the Executive to sign the record on behalf of the Society.

Borrowing

8.4 A loan or other financial instrument may be signed by the directors on behalf of the Society if the membership has approved a special resolution to borrow said funds.

Fiscal Year

8.5 The fiscal year of the Society shall terminate on the 31^st day of May of each year.