The purposes of the Club are:
1. To act as the voice of Cowichan Valley commercial and hobbyist beekeepers concerning their particular problems.
2. To promote and encourage the keeping of honeybees by the most suitable methods for their profitable management.
3. To assist members in the disposing of their honey beeswax and other bee products to the best advantage by the adoption of uniformity in grading, packaging, and labeling for the market, all in accordance with Canadian Government regulations.
4. To obtain the most advantageous terms for members in purchasing bee supplies.
5. To promote and regulate exhibitions of bees, honey, wax, etc. and arrange for judging of same.
6. To promote the growing of nectar-bearing plants.
7. To aid in the dissemination of reliable and practical information on beekeeping.
8. To assist in the dissemination of information on beekeeping through educational programs; to encourage junior beekeeping through sponsorship of programs such as 4H Clubs.
9. To work with other beekeeping associations in British Columbia and elsewhere on matters of mutual interest.
10. To assist the B.C. Apiary Branch in maintaining Vancouver Island and adjacent islands in controlling the infestation of mites and honeybee viruses in the Vancouver Island Bee Breeding Stock district.
Bylaws of the “Cowichan Beekeepers Society”
Part 1 — Interpretation
1. (1) In these bylaws, unless the context otherwise requires:
“directors” means the directors of the society for the time being;
“in camera” means a meeting of directors convened behind closed doors without any other persons present;
“officer” means the person currently serving as the President, Vice-President, Secretary, Treasurer, or Secretary/Treasurer;
“ordinary resolution” means a resolution passed at a general meeting by a simple majority of the votes cast by the voting members present;
“societies act” means the current Societies Act of British Columbia in force and all amendments to it, less those sections repealed, including the regulations;
“special resolution” means a resolution passed at a general meeting by at least 2/3 of the votes cast by the voting members present;
“registered address” of a member means the member’s address as recorded in the register of members.
(2) The definitions in the current Societies Act; which have not been amended in these bylaws, shall 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.
Part 2 — Membership
3. (1) Classes of Membership;
(a) a single membership is a membership for one person and with it in good standing, carries one vote. The member must be present to vote. No proxies are allowed.
(b) a family membership is a membership limited to two adults and all dependent children under the age of nineteen years of age, dwelling at the same address. Proof of residence may be required. A family membership in good standing carries two votes. The members must be present to vote. Proxies are not allowed.
(c) Life membership is a membership awarded, from time to time, to members who have given outstanding service and contributed to the annual dues and shall remain members in good standing with all the privileges that may entail. Life membership is conferred upon a person
and carries one vote. The member must be present to vote. Proxies are not allowed.
4. (1) The members of the society are those whose memberships are in good standing;
(a) being life members, or
(b) having paid their dues within a calendar year for that same calendar year and being accepted by the directors.
(2) Members not in good standing have no vote and provided they have not previously been expelled, may observe meetings but may not speak, be heard, or otherwise participate in meetings.
(3) A previously expelled person has no place in a meeting of the society and must vacate the premises forthwith.
5. A person may apply for membership in the society by completing the membership form truthfully and paying the applicable dues at that time. Upon acceptance by the directors, the applicant will be accepted as a member in good standing.
6. A person may be conferred life membership upon the passing of a resolution by the board of directors.
7. Every member must uphold the constitution and comply with these bylaws.
8. (1) Dues are annual, valid throughout the calendar year in which they are paid in full.
(2) Single membership dues may only be altered by a special resolution of the members passed at a general meeting but may not be retroactively applied.
(3) Family membership dues shall be calculated at twice a single membership less 20%.
9. (1) A person ceases to be a member of the society;
(a) by delivering his or her resignation in writing to the secretary of the society or by mailing or delivering it to the address of the society;
(b) on his or her death or, in the case of a corporation, on dissolution;
(c) on being expelled, or
(d) on having been a member not in good standing for 12 consecutive months.
10. (1) A member may be expelled by a special resolution of the members passed at a general meeting.
(a) Notice of a special resolution being called must be provided to members no less than 7 days before the resolution is called.
(2) The notice of special resolution for expulsion must be accompanied by a brief statement of the reasons for the proposed expulsion.
(3) The person who is the subject of the proposed resolution for expulsion must be given an opportunity to be heard at the general meeting before the special resolution is put to a vote.
11. All members are in good standing except a member who has failed to pay his or her current annual membership fee, or any other subscription or debt due and owing by the member to the society, and the member is not in good standing so long as the debt remains unpaid.
12. (1) After two visits per year, a visitor must purchase a membership except when;
(a) a representative of the Minister of Agriculture, or his/her designate, is the speaker, or
(b) a crisis management meeting is called.
(2) Visitors shall not be allowed to vote in a general meeting on society business.
13. (1) Any person seeking a position on the board of directors must;
(a) be present at the time of nomination or,
(b) have submitted to a sitting officer, a signed letter acceptance of the nomination by a candidate willing to serve as a director.
14. Any person seeking to be elected, or accepting a nomination for election, to the board of directors as a sitting officer must first be a member in good standing for a period of no less than a year.
Part 3 — Meetings of Members
15. General meetings of the society may be held at the time and place that the directors decide.
16. Every general meeting, other than an annual general meeting, is an extraordinary general meeting.
17. The directors may, when they think fit, convene an extraordinary general meeting.
18. (1) Notice of a general meeting must specify the place, day, and 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 unless that meeting has ramifications to the standing of that individual within the association.
19. The first annual general meeting of the society must be held not more than 15 months after the date of incorporation and after that, an annual general meeting must 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
20. Special business is;
(a) all business at an extraordinary general meeting except the adoption of rules of order, and
(b) all business conducted at an annual general meeting, except the following:
(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;
(vii) the other business that, under these bylaws, ought to be conducted at an annual general meeting, or business that is brought under consideration by the report of the directors issued with the notice convening the meeting.
21. (1) Business, other than the election of a chair and the adjournment or termination of the meeting, must not 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 must be suspended until there is a quorum present or until the meeting is adjourned or terminated.
(3) A quorum at a general meeting is ten percent of the total number of members in good standing in the society rounded down to the nearest whole number.
22. 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, must be terminated, but in any other case, it must 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.
23. Subject to bylaw 19, the president of the society, the vice president or, in the absence of both, one of the other directors present, must preside as chair of a general meeting.
24. (1) If at a general meeting;
(a) there is no president, vice president, or another director present within 15 minutes after the time appointed for holding the meeting;
or
(b) the president and all the other directors present are unwilling to act as the chair, the members present must choose one of their number to be the chair.
25. (1) A general meeting may be adjourned from time to time and from place to place, but business must not be conducted 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, a notice of the adjourned meeting must 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 conducted at an adjourned general meeting.
26. (1) A resolution proposed at a meeting must be seconded, and the chair of a meeting may move or propose a resolution.
(2) In the case of a tie vote, the chair does not have a casting or second vote in addition to the vote to which he or she may be entitled as a member and the proposed resolution does not pass.
27. (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 proxy is not permitted. Members must be present for their vote to be counted.
Part 5 — Directors and Officers
28. (1) The directors may exercise all the powers and do all the acts and things that the society may exercise and do, and that is not by these bylaws or by statute or otherwise lawfully directed or required to be exercised or done by the society in a general meeting, but subject, nevertheless, to;
(a) all laws affecting the society,
(b) these bylaws, and
(c) rules, not being inconsistent with these bylaws, that are made from time to time by the society in a general meeting. These rules will then be appointed to the bylaws via an addendum.
(d) must at all times reflect their fiduciary duties and must under no circumstances act outside.
29. (1) The president, vice president, secretary, treasurer, and three other persons compose the board of directors of the society.
30. (1) The directors must retire from office at each annual general meeting when their successors are elected.
(2) Separate elections must be held for each office to be filled.
(3) An election may be by acclamation; otherwise, it must be by secret ballot.
(4) If a successor is not elected, the person previously elected or appointed may continue to hold the office provided they consent to do so.
31. (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 annual general meeting of the society but is eligible for re-election at the meeting.
32. (1) If a director resigns or otherwise ceases to hold a seat on the board of directors, the membership may appoint a member to take the place of the former director.
(2) If an officer resigns or otherwise ceases to hold any office, the remaining directors may appoint a member to take the place of the former officer, subject to a confirming vote in favour of the appointment at the next general meeting.
(3) An act or proceeding of the directors is not invalid merely because there are fewer than the prescribed numbers of directors in office.
33. The members may, by special resolution, remove a director, before the expiration of his or her term of office, and may elect a successor to complete the term of office. This special resolution must be held at a meeting called specifically for the purpose of removal and such meeting must be called with the approval of a minimum of 60% of members in good standing. Such removal may only take place where dereliction of duties warrants.
34. A director must not be remunerated for being or acting as a director but a director must be reimbursed for all expenses necessarily and reasonably incurred by the director while engaged in the affairs of the society.
Part 6 — Proceedings of Directors
35. (1) The directors may meet at the places they think fit to conduct business, adjourn, and otherwise regulate their meetings and proceedings, as they see fit.
(2) To have a quorum at a board meeting, there must be two officers and one director present.
(3) The president is the chair of all meetings of the directors, but if at a meeting the president is not present within 30 minutes after the time
appointed for holding the meeting, the vice president must act as chair, but if neither is present the directors present may choose one of their number to be the chair at that meeting.
(4) A director may at any time, and the secretary, at the request of a director, must convene a meeting of the directors.
36. (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 must conform to any rules imposed on it by the directors, and must report every act or thing done in exercise of those powers to the earliest meeting of the directors held after the act or thing has been done.
37. A committee must elect a chair of its meetings, but if no chair is elected, or if at a meeting the chair is not present within 30 minutes after the time appointed for holding the meeting, the directors present who are members of the committee must choose one of their numbers to be the chair of the meeting.
38. The members of a committee may meet and adjourn as they think proper.
39. 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.
40. 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 or email to no less than two members of the board of directors, of any meeting of the directors and may at any time withdraw the waiver, and until the waiver is withdrawn,
(a) a notice of a meeting of directors is not required to be sent to that director, and
(b) any and all meetings of the directors of the society, a notice of which has not been given to that director, if a quorum of the directors is present, are valid and effective.
41. (1) Questions arising at a meeting of the directors and committee of directors must be decided by a majority of votes.
(2) In the case of a tie vote, the chair does not have a second or casting vote
42. A resolution proposed at a meeting of directors or committee of directors need not be seconded, and the chair of a meeting may move or propose a
resolution.
43. 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.
44. The first meeting of the board of directors after the election at the annual general meeting shall be a transitional meeting with past and present board
members requested to attend.
45. An in-camera session may be called by any member of the board at a board meeting. An in-camera session shall be documented in the minutes as
a “confidential special meeting”.
46. All expenditures over $200 (except fixed costs such as mailbox, insurance, or hall rental) must be approved by the general membership.
47. All society events (summer picnic, fall potluck, regional fairs, etc) must have an approved budget from the board of directors before proceeding.
48. Any society equipment or assets needing repair or replacement must be brought before the board of directors for consideration.
49. Suppliers who are members may display their wares at general meetings with the approval of the board of directors.
50. The buy, sell, or trade portion of the meeting shall be confined to members.
51. Receipts may be issued to persons for donated goods at wholesale values as determined by the board of directors.
Part 7 — Duties of Officers
52. (1) The president presides at all meetings of the society and of the directors.
(2) The president is the chief executive officer of the society and must supervise the other officers in the execution of their duties.
53. The vice president must carry out the duties of the president during the president’s absence.
54. The secretary must do the following;
(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 directors;
(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;
(f) maintain the register of members.
55. The treasurer must;
(a) keep the financial records, including books of account, necessary to comply with the Societies Act, and
(b) render financial statements to the directors, members, and others when required.
56. (1) The offices of the secretary and treasurer may be held by one person who is to be known as the secretary-treasurer.
(2) If a secretary-treasurer holds office, the total number of officers and directors must not be less than 5 or the greater number that may have been determined under bylaw 30 (1).
57. In the absence of the secretary from a meeting, the directors must appoint another person to act as secretary at the meeting.
58. Two officers of the society, who shall be the primary signer, and an alternate, who must be a director, shall be designated as having signing authority for the finances of the society.
Part 8 — Seal
59. The directors may provide a common seal for the society and may destroy a seal and substitute a new seal in its place.
60. The common seal must be affixed only when authorized by a resolution of the directors and then only in the presence of the persons specified in the resolution, or if no persons are specified, in the presence of the president and secretary or president and secretary-treasurer.
Part 9 — Borrowing
61. Borrowing is not allowed unless these bylaws are amended to allow this activity.
Part 10 — Auditor
62. This Part applies only if the society is required or has resolved to have an auditor.
63. The first auditor must be appointed by the directors who must also fill all vacancies occurring in the office of the auditor.
64. At each annual general meeting the society must appoint an auditor to hold office until the auditor is re-elected or a successor is elected at the next annual general meeting.
65. An auditor may be removed by ordinary resolution.
66. An auditor must be promptly informed in writing of the auditor’s appointment or removal.
67. A director or employee of the society must not be its auditor.
68. The auditor may attend general meetings.
Part 11 — Notices to Members
69. A notice may be given to a member, in person, or by email to the member’s email address as submitted to the society.
70. (1) Notice of a general meeting must 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 notice of a general meeting.
Part 12 — Appointments
71. Delegates may be appointed to attend meetings of other associations. Appointees may be provided with reimbursement for costs associated with
attending such meetings at the society’s discretion. Appointments should be made only when society’s interests are at stake.
72. The society may become affiliated with other associations. Decisions reflecting such affiliation must be made by special resolution and reflect a majority vote of no less than 75% of all members in good standing in the society.
Part 13 — Bylaws
73. Upon being granted membership, a member is entitled to a copy of the society’s constitution and bylaws. Society must make a copy of the constitution and bylaws are available to the member online or, in the absence of an online presence, on paper at no charge to the member.
74. These bylaws must not be altered or added to except by special resolution.