THE KAMLOOPS PHOTO ARTS CLUB
CONSTITUTION AND BYLAWS as updated and ratified 15 May 2024
CONSTITUTION
1. The name of this Society is The Kamloops Photo Arts Club.
2. The purposes of this Society are:
(a) To encourage fellowship and support amongst camera/image processing enthusiasts.
(b) To help aspiring photographers develop skills to expand their approach to photography.
(c) To promote an appreciation of photography in the community.
BYLAWS
Part 1 — Definitions and Interpretation
Definitions
1.1 In these constitution and bylaws:
“Act” means the Society Act of British Columbia as amended from time to time.
“Board” means the directors of the Society.
“Bylaws” means these Bylaws as altered from time to time.
“directors” means the directors of the society.
“register of members” means the list of mail addresses or e-mail of members.
Definitions in the Act apply
1.2 The definitions in the Act apply to these Bylaws.
Conflict with the 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 prevail.
Part 2 – Members
Application for membership
2.1 A person may apply to the Board for membership in the Society, and the person becomes a member on the Board’s acceptance of the application and payment of any dues. The member then becomes active. Each applicant will complete an annual application, either new or renewal, for membership and complete an annual waiver of liability.
Duties of members
2.2 Every member must uphold the constitution of the Society and comply with theseBylaws. Each member will follow the code of conduct, if any, supported by the Society. The code of conduct, if any, will be listed in the Rules and Regulations.
Rights and Privileges
2.3 An active member shall have full rights to hold office and vote at all meetings. The member may enter all club competitions. The member is entitled to hold a copy of these Bylaws and upon request, the Secretary will so provide one.
Membership Categories
2.4 The categories of membership must be determined by the Board. The categories may be amended from time to time by the Board and will be appended in rules and regulations. Fees for each category will be reviewed annually by the Board.
Member not in good standing
2.5 A member is not in good standing if the member fails to pay the annual membership dues and remains so until the dues are paid.
2.6 A member not in good standing may not vote at an annual general meeting, a special meeting nor hold a position as a director of the Society. The member will not attend club meetings or events.
Termination of membership
2.7 A person ceases to be a member of the Society if:
1. the person delivers a letter of resignation to the Society secretary,
2. on his or her death,
3. not in good standing for 6 consecutive months,
4. on being expelled from the Society. A member may be expelled from the Society by a special resolution passed at an Annual General Meeting or Special Meeting. The special resolution will be accompanied by a brief statement of the reasons for the proposed expulsion. The person who is the subject of the proposed expulsion will be given an opportunity to be heard at the meeting.
Register of members
2.8 A list of each member’s postal address and e-mail address shall be kept by the Society Secretary. This list shall not be posted on the Club website. A separate list of e-mail addresses may be posted to the Club website but shall require the member’s permission to do so in an e-mail reply to the club secretary or on the yearly registration form submitted by the member requesting such exclusion. Member postal addresses shall not be posted on the Club website.
Discipline
2.9 Any allegation of misconduct by any member of the Club deemed harmful or prejudicial to the interest of the Club shall be referred to the Board. At the request of a member(s) the Board shall form a Disciplinary Committee of 3 members to consider the matter(s) and report to the Board with recommendations for resolution of the matter in question.
2.10 Notwithstanding anything contained within these Bylaws or in the Rules and Regulations, the Board shall be empowered to take action, if necessary, which may include suspending benefit of membership, suspend membership, terminate membership, remove from office, or reprimand a member.
2.11 Such a decision may be appealed to the Club membership, in a called special meeting, which after consideration and voting may concur, adjust, or remove the action by the Board. The decision is then final.
Part 3 – Fees and Levies
Membership year
3.1 The Society’s membership year is 01 Sept. to 31 Aug.
Annual Dues
3.2 Membership categories and dues will be set by the Board from time to time and appended to these Bylaws as a Rule and Regulation. Dues are payable within 30 days of application to join the Society.
Special Fees and Levies
3.3 Specialfees and levies for the purpose of supporting and attaining Society objectives may be levied on all members upon an acceptance vote at any Annual General Meeting or Special Meeting called for that purpose. Such fees or levies shall be paid on or before a date as determined at the meeting.
Refunds
3.4 All annual dues, fees and levies are non-refundable.
Part 4 – Meetings
General Meetings
4.1 A general meeting must be held at a time and place that the Board determines. This meeting may be in person or virtual as determined by the Board. An annual general meeting shall be held at least once every calendar year and not more than fifteen (15) months after the last preceding annual general meeting.
Ordinary business at General Meeting
4.2 At a general meeting, the following business is ordinary business:
a. adoption of rules of order.
b. consideration of any financial statements of the Society presented to the meeting.
c. consideration of the reports, if any, of the directors or an auditor.
d. election or appointment of directors.
e. appointment of an auditor, if any.
f. business arising out of a report of the directors not requiring a special resolution.
Notice of general or special business meetings
4.3 A notice of a special 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 judgement concerning that business.
4.4 Notification of a general or special meeting shall be given either by mail or electronic mail to members in good standing not less than 2 weeks prior to the special meeting. The Board determines how to notify members. In general, the notice of any meeting is also posted to the Club website. 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.
Chair of general or special meeting
4.5 The following individual is entitled to preside as the chair of a general or special meeting:
a. the individual, if any, appointed by the Board to preside as chair.
b. if the Board has not appointed an individual to preside as the chair or the individual appointed by the Board is unable to preside as the chair:
1. the president,
2. the vice president, if the president is unable to preside as the chair
3. a director present at the meeting if both the president and vice-president are unable to preside as chair.
c. if there is no individual entitled under these Bylaws who is able to preside as the chair of a general or special 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
4. 6 Business, other than the election or appointment of the chair of the meeting and the adjournment or termination of the meeting, must not be transacted at the general or special meeting unless a quorum is present. If at any time during a general or special 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.
4.7 If, within 30 minutes from the time set for holding a general or special meeting, a quorum is not present,
a. in the case of a meeting convened on the requisition of members, the meeting is terminated, and b. 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.
Quorum for general or special meetings
4.8 The quorum for the transaction of business at a general or special meeting is three (3) members in good standing or ten (10) percent of the voting members in good standing, whichever is greater.
Notice of continuation of adjourned general or special meeting
4.9 It is not necessary to give notice of a continuation of an adjourned general or special meeting or the business to be transacted at a continuation of an adjourned general or special meeting except that, when a general or special meeting is adjourned for thirty (30) days or more, notice of the continuation of the adjourned meeting must be given.
Adjournment by chair
4.10 The chair of a general or special 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 the business left unfinished at the adjourned meeting.
Order of business at general meeting
4.11 The order of business at a general meeting is as follows:
a. elect an individual to chair the meeting, if necessary.
b. determine that there is a quorum.
c. approve the agenda.
d. approve the minutes from the last general meeting.
e. deal with unfinished business from the last general meeting.
f. if the meeting is an annual general meeting,
1. receive the director’s reports on the financial statements of the Society for the previous financial year, and the auditor’s report, if any on those statements,
2. receive any other reports of the directors’ activities and decisions since the previous annual general meeting,
3. elect or appoint directors, and
4. appoint an auditor, if any.
g. deal with new business, including and matters about which notice has been given to the members in the notice of meeting.
h. terminate the meeting.
Special business
4.12 Special business is all business at an extraordinary or special general meeting except the adoption of rules of order, and
- all business conducted at an annual general meeting, except the following:
(1) adoption of rules of order.
(2) the consideration of the financial statements.
(3) the report of the directors.
(4) the report of the auditor, if any.
(5) the election of directors.
(6) the appointment of the auditor, if required.
(7) 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.
4.13 A resolution proposed at a meeting need not be seconded, and the chair of a meeting may move or propose a resolution.
Methods of voting
4.14 At a general meeting, whether held in person or virtually, 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, five (5) or more members request a secret ballot or if a secret ballot is directed by the chair of the meeting, voting must be by a secret ballot.
4.15 In the case of a tie vote, the chair does not have a casting or second vote in addition to the vote in which she or he may be entitled to as a member, and the proposed resolution does not pass.
4.16 Voting by proxy is not permitted.
Announcement of result(s)
4.17 The chair of a general or special meeting must announce the outcome of each vote and that outcome must be recorded in the minutes. Ballots from a secret ballot must be destroyed after the result is recorded.
Matters decided at a general meeting by ordinary resolution
4.18 A matter to be decided at a general meeting must be decided by ordinary resolution unless the matter is required by the Act or by these Bylaws to be decided by special resolution or by another resolution having a higher voting threshold than the threshold for an ordinary resolution.
Part 5 – Notice to members of general or special meetings
5.1 A notice shall be given to a member either personally, by e-mail or by postal mail to the member at the member’saddress, but in any event one of the three (3). A notice sent by e-mail is deemed to have been given, whether receipt of such email is acknowledged, provided a notice of the meeting has been posted on the club web site. A notice sent by mail is deemed to have been given on the second day following the day on which the notice is posted.
- 1.2. Notice of a general or special meeting must be given to
1. every member shown on the register of members on the day notice is given, and
2. the auditor, if any.
3. No other person is entitled to receive a notice of a general meeting.
Part 6 – Officers and directors
Board positions
6.1 Directors must be elected or appointed to the following board positions, and a director, other than the Treasurer, may hold more than one position.
a. president.
b. vice president (if any).
c. secretary.
d. treasurer
e. directors at large to complete the designated number of all positions on the Board.
Number of directors and officers on the Board
6.2 The society must have no fewer than five (5) and no more than ten (10) directors and/or officers.
Performance of officers’ role if no member or director is able to or willing to fill the role.
6.3 In the event that no member is willing to or able to fulfill the role of an officer, the remaining directors, may, by consensus agree to undertake the role(s) of the officer(s) in question. These roles may be done for a term less than the standard length of the officers’ term. If this mechanism is used, the powers of the role in question shall be the same as if an officer was in position. It is not required to hold an election by the Board or membership should this mechanism become needed as long as the function of the office is completed.
Election or appointment of directors
6.4 At each annual general meeting, the members entitled to vote at this meeting must elect or appoint directors for the Board.
Directors may fill casual vacancy on Board
6.5 The Board may, at any time, appoint a member as a director to fill a vacancy that arises on the Board as a result of the resignation, death, incapacity, or expulsion from the Society of a director during the director’s term of office.
Term of appointment of director
6.6 Each director or officer must retire from office at each annual general meeting when their successor is elected or appointed. Each director or officer is eligible to be re-elected. There are no limits to the number of terms a director or officer may serve. A director appointed by the Board to fill a vacancy is eligible to be re-elected.
Election or appointment of director
6.7 An election for each officer or director must be held separately. An election may be by acclimation otherwise it is by ballot (as previously defined in section 4.14). If a successor is not elected, the person previously in the position may continue to hold office.
6.8 The members may, by special resolution, remove a director before the expiration of her or his term and may elect a successor to complete the term of office.
Absence of a director for a prolonged period of time
6.9 A director who may be absent, temporarily or for a prolonged period of time, from British Columbia may send or deliver to the Secretary or the current meeting chair of the Board a waiver of notice, which may be by letter, e-mail or voice communication of any meeting of the directors and may at any time withdraw the waiver, and until the waiver is withdrawn, a notice of meeting of directors is not required to be sent to that director, and any and all meetings of the directors of the society, notice of which has not been given to that director, if a quorum of the directors is present, are valid and effective.
Part 7 – Directors’ meetings and board powers
Calling director’s meeting(s)
7.1 A directors’ meeting may be called by the president or by any 2 other directors.
7.2 At least 2 days notice of a directors’ meeting must be given unless all the directors agree to a shorter notice period at the time of notice.
Proceedings valid despite omission to give notice
7.3 The accidental omission to give notice of a directors’ meeting to a director, or the non-receipt of a notice of meeting by a director, does not invalidate proceedings at the meeting.
Conduct of directors’ meeting
7.4 The directors may regulate their meetings and proceedings as they see fit. 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. Minutes will be taken and kept by the Secretary.
Quorum of directors
7.5 The quorum for the transaction of business at a directors’ meeting is a majority of the directors.
Chair of directors’ meeting
7.6 The chair of each meeting is, in general, set by consensus by the directors at the prior directors’ meeting. The meeting agenda is set by that director and communicated to the other directors, usually by e-mail.
Powers of the Board
7.7 The directors may exercise all the powers and do all the acts and things that the Society may exercise and do, and that are by these Bylaws or by the Act 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 and Regulations, not being inconsistent with these Bylaws, that are made from time to time by the Society at a general meeting as proposed by the Board.
d. an act or proceeding of the directors is not invalid merely because there are less than the prescribed number of directors.
e. Rules and Regulations may be updated and amended by the Board, or the Leadership Committee as needed from time to time and will be in effect until ratification or rejection at the next annual general meeting. Rules and Regulations are not considered part of these Bylaws.
Standing Committees
7.8 The directors may establish standing committees of the Board from time to time to complete the work of the board. The composition of standing committees and terms of reference will be made by the Board, but the committee members may elect their own chair who will report to the Board after any meetings. Such committees may not undertake expenditures unless authorized by the Board.
Leadership Committee
7.9 A leadership committee will be established to carry out the ongoing work of the Kamloops Photo Arts Club. This committee is further defined under the Rules and Regulations. The role, functions, composition, and terms of reference (if any) may be altered by the general membership from time to time at a regular meeting, requiring a majority vote of those members present, until ratified at the next Annual General Meeting.
Program committee
7.10 The Board may choose to perform as a Committee of Whole to complete the ongoing work of establishing and undertaking a program of meeting activities for the Club. A standing Program committee may be struck, alternatively, by consensus of the directors from time to time.
Ad Hoc Committee(s)
7.11 Ad Hoc Committee(s) may be established by the Board from time to time as needed to examine a question and report back to the Board. No direct action is to be undertaken by such a committee without the authorization of the Board. An Ad Hoc Committee will operate for a set and limited period of time. The coordinator of such a committee will be named by the Board. Any expenditure by this type of committee must be authorized in advance by the Board.
Delegation of Board powers
7.12 The Board may delegate any, but not all, of their powers to committees consisting of a director(s) and appointed members as they see fit. 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 to the Board every act or thing done in exercise of those powers at the earliest directors’ meeting after the act or thing has been done, unless the Board agrees, in advance, to a specific other time.
7.13 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 number to be the chair of the meeting. The members of a committee may meet and adjourn as they think proper.
Resolution of questions arising
7.14 Questions arising at a meeting of the directors and committee of directors must be decided by a majority of votes.
a. In the case of a tie vote, the chair does not have a second or casting vote.
b. 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.
- A resolution in writing, either physically or electronically, signed by or approved by a majority of the directors and placed with the minutes of a directors’ meeting, is as valid and effective as if regularly passed at a meeting of directors.
Part 8 – Duties of Officers and directors
Rule or regulations made by the Society in a general meeting
8.1 A rule or regulation made by the Society in a general meeting, does not invalidate a prior act of the directors that would have been valid had not the rule or regulation been made.
Role of the president
8.2 The president is the chair of the Board and is responsible for supervising the other directors in the execution of their duties. Refer to item 6.3 for further guidance.
Role of the vice-president (if anyone in office)
8.3 The vice-president is the vice-chair of the Board and is responsible for carrying out the duties of the president if the president is unable to act. Refer to item 6.3 for further guidance.
Role of secretary
8.4 The secretary is responsible for doing, or making the necessary arrangements for the following:
a. issuing notices of general, special and directors’ meetings.
b. taking minutes of general, special and directors’ meetings.
c. keeping the records of the Society in accordance with the Act except those required to be kept by the treasurer.
d. conducting the correspondence of the Board.
e. filing, or arranging for filing of, the annual report of the Society and making all other filings with the registrar under the Act.
f. maintaining the register of members, usually in cooperation with the web master.
g. the secretary is the custodian of the Club’s constitution, bylaws and rules and regulations.
h. have custody of the common seal, should the members be resolved to have one.
Absence of secretary from meeting
8.5 In the absence of the secretary from a meeting, the Board must appoint a director or Leadership Committee member to act as secretary at the meeting.
Role of treasurer
8.6 The treasurer is responsible for doing, or making the necessary arrangements for, the following:
a. receiving and banking monies collected from members or other sources.
b. keeping accounting records in respect of the Society’s financial transactions.
c. preparing the Society’s financial statements, these are available to any member.
d. making the Society’s fillings respecting taxes, if any.
Role of a director at large
8.7 Each director at large should strive to assist on the Board to complete the work of the Board and fill roles they might not otherwise be elected and/or appointed for, from time to time. Undertaking these roles facilitates the workings of the Club/Society. See item 6.3 for further guidance.
8.8 Any officer or director at large is a member of the standing Leadership Committee.
Part 9 – Remuneration of directors and signing authority of contracts or other records
Remuneration of directors
9.1 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 or goods provided by the director to the Society in another capacity.
Signing authority of contracts or other records
9.2 A contract or other record to be signed by the Society must be signed on behalf of the Society.
a. by the president, together with one (1) other director,
b. by the vice-president, together with one (1) other director if the president is unable to provide a signature,
c. by any two (2) other directors if the president and vice-president are both unable to provide signatures,
d. in any case, by two (2) directors authorized by the Board to sign the record on behalf of the Society.
Part 10 – Seal
10.1 The Board may make provisions for a common seal for the Society and may destroy a seal and substitute a new seal in its place.
10.2 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 two (2) directors.
Part 11 – Borrowing
11.1 In order to carry out the purposes of the society the directors may, on behalf of and in the name of the society raise or secure the payment or repayment of money in the manner the Board decides and but without limiting that power, by the issue of debentures.
11.2 A debenture must not be issued without the authorization of a special resolution.
11.3 The members may, by special resolution, restrict the borrowing powers of the directors but such a restriction imposed expires at the next annual general meeting.
Part 12 — Auditor
12.1 This Part applies only if the Society is required or has resolved to have an auditor.
12.2 The first auditor must be appointed by the directors who must also fill all vacancies occurring in the office of auditor
12.3 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.
12.4 An auditor may be removed by ordinary resolution.
12.5 An auditor must be promptly informed in writing of the auditor’s appointment or removal.
12.6 A director or employee of the society must not be its auditor.
12.7 The auditor may attend general meetings.
Part 13 – Bylaws and Constitution
Member entitlement to have a copy of the bylaws.
13.1 On being admitted to membership, each member is entitled, upon request, to receive a copy of the constitution and bylaws of the society. The society must provide this copy without charge.
Alteration to Constitution and Bylaws
13.2 This constitution and the supporting bylaws must not be altered or added to except by special resolution at a special meeting of the club provided that notice of the desired changes has been provided in writing or by electronic means prior to the special meeting. Notice in writing may include e-mail notification, provided the notice has also been posted on any web site the club may maintain at the time, to all members at least fourteen (14) days in advance of the meeting.
13.3 The Board or any group of not less than ten (10) % of members in good standing may submit a notice of change to the Constitution and Bylaws to an officer of the Board at any time. The Board shall meet within 30 days of such a request to consider the request and set a date for members to meet, consider the notice of change and vote on it at a special meeting called within 30 days of the Board meeting. Club members are reminded that each change submitted to the Director of B.C, Societies has a fee attached to it.
Majority needed to amend by resolution
13.3 The Constitution and/or Bylaws may be amended by special resolution passed with two-thirds (2/3) majority vote of eligible members at a special meeting, provided that twenty-five (25) percent of members in good standing are present.
Rules and Regulations
13.4 A document listing “Rules and Regulations” will be maintained by the Board and is not considered part of these Bylaws. The procedure for changing “Rules and Regulations” is listed in that document.
Part 14 – Club assets and intellectual property
14.1 All images or text material submitted to the Club for competitions, workshops, publication in the newsletter, publication on the Club website, use in Club sanctioned displays or any other purpose shall remain the property of the individual member who shall retain all rights. Use on social media of an image must be preauthorized by the member unless she or he posts the image.
14.2 All documents (whether electronic, digital or physical), records, minutes, correspondence, and other files and all assets including any recording devices (sound and light), computers, computer peripheral equipment, projectors, software, photographic equipment, image and files kept by directors or members of the Club that are or have been used in operating the Club and may have been purchased by the club shall be deemed to be property of the Club. When a director, officer or member no longer performs the duties to which these assets or documents were related to leaves the Club for any reason, these items shall be returned to a Board officer or director.
Part 15 – Dissolution of the Society Club dissolution and distribution of assets
15.1 In the event of Club dissolution, after assets are sold or distributed and liabilities paid, the remaining funds may be distributed by the Club as discussed at and voted on at a special meeting. This decision is then final.
End of Constitution and Bylaws
Authorized by 1: : Print name. : Signature.
: Director position.
Date:
Authorized by 2: : Print name.
: Signature. : Director position.
Date:
Authorized by 3: : Print name.
: Signature. : Director position.
Date:
Authorized by 4: : Print name.
: Signature. : Director position.
Date:
Authorized by 5: : Print name.
: Signature. : Director position.
Date:
Ratified at Special Meeting of the Kamloops Photo Arts Club 15 May 2024
Original document signature page appended to the submitted Constitution and Bylaws