Constitution
The name of the society is: Association of Adaptive Climbers of British Columbia
The purposes of the society are:
To provide inclusive climbing opportunities for people with disabilities to come together, learn new skills, and grow personally/physically through the sport of climbing.
To develop and grow the greater British Columbia adaptive climbing community.
To work with climbing gyms to improve accessibility in all areas including but not limited to facility layout, accessible amenities, routesetting guidelines, and availability of adaptive equipment.
To provide training to climbing gym staff and community members on adaptive climbing etiquette, strategies, and technical skills for modified adaptive systems.
To partner with organizations for the purpose of sponsorship opportunities, or collaboration on events or programs designed to promote adaptive climbing.
To provide financial support opportunities for adaptive climbers to attend adaptive climbing events and competitions.
To work with the Sport Climbing Association of British Columbia to facilitate the development of a provincial level paraclimbing competition.
To transact any and all other lawful business for which non-profit organizations may be incorporated pursuant to the laws of the Societies Act of BC, and the Business Corporations Act of BC, both as amended from time to time, as well as any successor acts.
Bylaws
Interpretation
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In these Bylaws, unless the context otherwise requires:
“Directors” means the directors of the Society.
“Bylaws” means these Bylaws as altered from time to time.
“Registered address” of a member means their address as recorded in the register of members.
“Societies Act” means the Societies Act of the Province of British Columbia from time to time in force, all amendments to it and any successor acts.
“Society” means the Association of Adaptive Climbers of British Columbia.
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The definitions in the Societies Act apply to these Bylaws.
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If there is a conflict between these Bylaws and the Societies Act or the regulations under the Act, the Act or the regulations, as the case may be, prevail.
Membership
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A person may apply to the Directors for membership in the Society, and the person becomes a member on the Directors’s acceptance of the application.
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Acceptance of a membership application is at the discretion of the Directors, subject to the eligibility requirements described in ‘Eligibility for Membership’.
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A member of the Society must:
Be a person with a disability or identify as a person with a disability.
Be ordinarily resident in British Columbia
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Every member must uphold the constitution of the Society and must comply with these Bylaws.
Every member shall inform the Secretary or their designate of their up-to-date address and email address (if any) for the purposes of receiving notices from the Society. This is an ongoing obligation.
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The amount of the membership fee, if any, must be determined by the Directors.
The Directors may waive, in whole or in part, the membership fee for any member.
The membership fee is to be payed once upon acceptance to the Society and no member is to be charged the membership fee more than once.
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A person shall cease to be a member of the Society:
by delivering their resignation in writing to any Director or by mailing or delivering it to the address of the Society;
A member who has resigned in good standing may again become a member.
on their death;
on having been a member not in good standing for a period 90 days; or
on being expelled.
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The members or the Directors may only expel a member according to these Bylaws by the two alternatives described below:
Expulsion of Members by the Membership
A member may be expelled by a special resolution of the members passed at a general meeting.
A special resolution to expel a member may only pass by a 90% majority vote.
The notice of special resolution for expulsion shall be accompanied by a brief statement of the reason(s) for the proposed expulsion.
The person who is the subject of a proposed resolution for expulsion shall be given an opportunity to be heard at the said meeting, previous to the resolution being put to a vote.
Expulsion of Members by the Directors
The Directors may, by a two-thirds vote of Directors, expel a member for any reason.
A member subject to a vote for expulsion must be given at least seven days written notice of such a meeting, and a brief description of the reason(s). They will also be given the opportunity to defend in person or by agent prior to the vote.
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All members are in good standing except a member who has failed to pay their membership fee or other debt due and owing by them to the Society.
Unless the Directors otherwise decide, a member who is not in good standing for the reason of not paying their membership fee may at any time bring themselves into good standing by paying their membership fee even though it is past due.
A voting member who is not in good standing:
may not vote at a general meeting, and
is deemed not to be a voting member for the purpose of consenting to a resolution of the voting members.
General Meetings
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General meetings of the Society shall be held at such time and place, in accordance with the Societies Act, as the Directors decide.
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Every general meeting, other than an annual general meeting, is an extraordinary general meeting. An annual general meeting is a general meeting.
The Directors may, whenever they think fit, convene an extraordinary general meeting.
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Notice of a general meeting shall:
specify the place, the day and the hour of meeting;
in the case of special business, sufficient detail of the business to permit a member receiving the notice to form a reasoned judgment concerning the business; and
be given to every member shown on the register of members on the day notice is given.
The Directors shall give no less than 14 days written or electronic notice for all general meetings of the Society to members entitled to receive notice of a general meeting.
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.
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All members in good standing are entitled to receive notice of a general meeting.
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Proposed New Business items must be submitted to the Directors at least 7 days prior to the Annual General Meeting.
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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 every calendar year and no sooner than 6 months following the previous annual general meeting.
Proceedings at General Meetings
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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:
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.
Receive any other reports of directors’ activities and decisions since the previous annual general meeting.
Elect or appoint directors.
Appoint an auditor, if any.
Deal with new business, including any matters about which notice has been given to the members in the notice of meeting.
Terminate the meeting.
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At a general meeting, the following business is ordinary business:
Adoption of the 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.
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The following individual is entitled to preside as the chair of a general meeting:
The individual, if any, appointed by the Directors to preside as the chair;
If the Directors have not appointed an individual to preside as the chair or the individual appointed by the Directors is unable or unwilling to preside as the chair:
The president,
The vice-president, if the president is unable to preside as the chair, or
One of the other directors in attendance at the meeting, if both the president and vice-president are unable to preside as the chair.
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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 in attendance must elect an individual present at the meeting to preside as the chair.
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A quorum is the greater of:
3 voting members;
10% of the voting members; or
such number as the members may determine at a general meeting.
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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 quorum is not present.
If, at any time during a general meeting, there ceases to be a quorum present, business then in progress shall be suspended.
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If within 30 minutes from the time appointed for a general meeting a quorum is not present, the meeting shall stand adjourned to a new day which can not be more than 7 days from the original date of the meeting, 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, provided there are at least 3 members present.
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If, at any time during a general meeting, there ceases to be a quorum present, business then in progress must be suspended until there is a quorum in attendance or until the meeting is adjourned or terminated.
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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, if applicable, 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.
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The Directors must decide on a place, day, and hour for the continuation of an adjourned general meeting within 48 hours of its adjournment.
It is necessary to give notice of the continuation of an adjourned general meeting as in the case of the original meeting except that it is only necessary for Directors to give no less than 3 days notice for the continuation of an adjourned meeting.
Voting
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In case of an equality of votes, the Chairperson shall not have a casting or second vote in addition to the vote to which they may be entitled as a member, and the proposed resolution shall not pass.
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A member in good standing present at a meeting of members is entitled to one vote.
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At a general meeting, voting must be by a show of hands, an oral vote or another method chosen by the Directors that adequately discloses the intention of the voting members, except that if, before or after such a vote, 2 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.
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Where voting is by ballot, for those attending remotely by videoconference, teleconference, or other medium, voting will be by email to an email address selected by the Directors.
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 Holders
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A voting member may appoint a proxy holder.
A member who appoints a proxy holder is called a proxied member.
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A proxy holder:
Does not have to be a member of the Society.
Is only authorized to represent or act in faith of one person at a time.
Must be the proxied member’s legal guardian in the case that the proxied member is under the age of 18.
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A proxy is valid until such time as the proxied person:
Revokes their proxy in writing to the Directors or in any other manner which the Directors decide constitutes a revocation;
Dies;
Becomes a member not in good standing; or
Ceases to be a member.
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Unless the Directors otherwise determine, the instrument appointing a proxy holder and the power of attorney or other authority, if any, under which it is signed or a notarized certified copy thereof shall be deposited with the meeting Chairperson previous to or at the commencement of the first meeting in which the proxied member has appointed a proxy holder.
Unless, in the circumstances, the Societies Act requires any other form of proxy, an instrument appointing a proxy holder whether for a specified meeting or otherwise, shall be in the form of the following, or in any other form that the Directors shall approve:
"I, ___________________ , a member in good standing of the Association of Adaptive Climbers of British Columbia, do hereby appoint __________________ , of _________________ , (or failing them, __________________ , of _________________ ), as my proxy holder for my person and on my behalf at all general meetings of the Society to be held from this day forward. Dated this ________ day of _________ in the year of _________ .
Directors
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There shall be no fewer than 3 and no greater than 9 Directors.
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A Director need not be a member. The failure of a Director to be a member shall not invalidate their appointment, election, or continuance as a Director.
The number of directors that are non-members can not exceed 49% of the total number of directors.
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Nominations for Director elections must:
Be received by the Directors no later than one week previous to the annual general meeting; and
Include the full name of the Nominee, signature of the Nominee or other confirmation of acceptance of the nomination, contact information including email address and residential address, and a brief summary outlining the Nominee's qualifications.
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The first Directors shall retire at the first annual general meeting following the incorporation.
Directors shall be elected at the annual general meeting:
At the first annual general meeting after incorporation, no less than ½ of directors shall be elected for full terms (two years), and no less than ⅓ of directors shall be elected for half-terms (one year).
At all subsequent annual general meetings, to replace directors whose terms have expired, directors shall be elected for a full term (typically two years).
In the event of a mid-term resignation or dismissal, directors may be elected for a halfterm, by decision of the Directors, to preserve the overall balance of the election cycle.
In the event of the election of a director who is not replacing a director whose term has expired (increasing the total number of directors), such a director can be elected for a full term or half term, by decision of the Directors, to preserve the overall balance of the election cycle.
Directors shall be elected via secret ballot. A simple majority is required for election.
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Directors shall retire at the expiration of their term, when their successors shall be elected. Directors may be re-elected.
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The Directors may at any time appoint a member as a Director to fill any Director vacancy.
A Director appointed by the Directors holds office until the next annual general meeting.
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The members may, by special resolution, remove a Director or Officer for any reason before the expiration of their term in office and may elect, by majority vote, a successor to serve to the next annual general meeting.
The notice of special resolution for removal shall be accompanied by a brief statement of the reason(s) for the proposed removal.
The person who is the subject of the proposed resolution for removal shall be given an opportunity to be heard in person or by agent at the general meeting before the special resolution is put to a vote.
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Each Director shall:
Uphold the constitution of the Society and must comply with these Bylaws.
Act honestly and in good faith and in the best interests of the Society;
Exercise the care, diligence and skill of a reasonable and prudent person in exercising power and performing functions as a Director; and
Inform the Secretary or their designate in writing of their up-to-date address and e-mail address (if any) for the purposes of receiving notices regarding the affairs of the Society. This is an ongoing obligation.
The Directors shall:
Ensure that all reports, including financial reports, required by law to be prepared by the Society for the annual general meeting are prepared;
Ensure that all financial and other reports that have to be filed after the annual meeting are filed as required by the Societies Act and Income Tax Act or other law;
Ensure the Society has at least one account with a chartered bank, credit union, or trust company for the deposit of funds; and
Keep proper accounting records in respect of all financial or other transactions and, without limiting the foregoing, shall keep records of:
All money received and disbursed by the Society and the manner in respect of which the receipt and disbursement took place;
Every asset and liability of the Society; and
Every other transaction affecting the financial position of the Society.
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No director shall be remunerated for being or acting as a director, but a director may be reimbursed for all expenses necessarily and reasonably incurred by them while engaged in the affairs of the Society.
the Society may, subject to the Act, pay remuneration to a director for services provided by the director to the Society in another capacity.
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At any time the Directors may require, on terms and conditions, a Director, Officer, member, or a former Director, Officer, or member to return any property or document belonging to the Society that happens to be in the control or possession of such Director, Officer, member, or such former Director, Officer or member.
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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 2 other directors; or
In any case, by one or more individuals authorized by the Directors to sign the record on behalf of the Society.
Director Meetings
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A directors’ meeting may be called by the president or by any 2 other directors.
At least 3 days’ notice of a directors’ meeting must be given unless all the directors agree to a shorter notice period.
The non-receipt of a notice by a director, does not invalidate proceedings at the meeting.
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The President shall be Chairperson of all meetings of the Directors unless the Directors otherwise decide.
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The Directors shall meet at least three times per annum.
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The presence at any meeting of the Directors of at least 51% of the Directors in office shall constitute a quorum and shall be necessary to transact any business.
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The Directors may meet together at such times and places as they think fit for the dispatch of business, adjourn and otherwise regulate their meetings and proceedings as they see fit, provided that such regulations are not inconsistent with the Constitution of the Society and these Bylaws. The meeting may be held in whole or in part, by telephone or other communications medium if all participating in the meeting, whether by telephone, by other communication media or in person, are able to communicate with each other.
No resolution proposed at a meeting of Directors need be seconded, and the Chairperson of a meeting may move or propose a resolution.
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The consent of the majority of all of the Directors, whether present and voting or not, shall be required for passage of any measure before the Directors.
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In case of an equality of votes, the Chairperson may decide the outcome of the vote.
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A resolution in writing, signed by at least two-thirds of the existing Directors and placed with the minutes of the Directors, is as valid and effective as if regularly passed at a meeting of the Directors.
Officers
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An Officer must be a Director and ceases to be an Officer when they cease to be a Director.
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Officers shall serve for one Officer Term, upon election.
The Directors may at any time appoint a Director to fill any Officer vacancy.
Any Officer so appointed shall serve the unexpired officer term of the Officer they are replacing.
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The Directors shall elect from among their number Officers who shall be responsible for the day-to-day workings of the Society. The officer positions shall be President, Vice-President, Secretary, and Treasurer.
President
The President shall preside at all meetings of the Directors unless the members or Directors otherwise decide.
The President is:
The Chief Executive Officer of the Society;
The chief spokesperson for the Society; and
The supervisor of other Directors or Officers.
Vice President
The Vice President shall
Assist the President; and
Carry out the duties and exercise the powers of the President during any absence of the President.
Secretary
The Secretary, or person designated by the Directors, shall:
Conduct the correspondence of the Society;
Issue notice of meetings of the Society and Directors;
Keep minutes of all meetings of the Society and Directors; and
Have custody of all records and documents of the Society except those required to be kept by the Treasurer;
Treasurer
The Treasurer, or person designated by the Directors, shall:
Keep such financial records, including books or accounts, as are necessary to comply with the Societies Act; and
Render financial statements to the Directors, members, and others when required.
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The offices of Secretary and Treasurer may be held by one person who shall be known as the Secretary-Treasurer.
The offices of Vice President, Secretary, and Treasurer my be held by one person who shall be known as the ‘Vice President-Secretary-Treasurer’.
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In the absence of the Secretary from a meeting, the Directors shall appoint another person to act as Secretary at the meeting.
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The Directors or members may add additional duties or powers to any Director or Officer or transfer duties or powers among Directors or Officers.
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A Director who is directly or indirectly interested in a proposed contract or transaction with the Society shall disclose, fully and promptly, the nature and extent of their interest to each Director and otherwise comply with the requirements of the Societies Act.
Bylaws
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The Constitution and Bylaws shall be made available online for review by any member.
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The Bylaws may not be altered or added to expect by special resolution at a general meeting.
Dissolution
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In the event of the winding up or dissolution of the Society, its funds and assets remaining after the satisfaction of its debts and liabilities shall be referred to as Remaining Funds.
Remaining Funds shall be handled in a manner that the Directors of the Society at the time of dissolution decide.
The Directors must first call a general meeting called the ‘final general meeting’ wherein the members are given the opportunity to present cases for the distribution of the Remaining Funds.
The membership does not have any power over the Remaining Funds beyond the presentation of cases at the final general meeting.
Following the final general meeting, the Directors must decide what to do with the Remaining Funds with consideration of the cases presented at the final general meeting.
The decision of the Directors does not have to comply with any of the cases presented at the final general meeting.
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The Remaining Funds shall not be:
Distributed amongst the Directors;
Destroyed; or
Given to an individual person.
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The Remaining Funds may be:
Distributed amongst the members;
Transferred to an organization with a similar purpose; or
Spent on a farewell party.