4.7 If at a general meeting, neither the President nor other Director is present within 15 minutes after the time appointed for holding the meeting or is willing to act as chairman, the members present shall choose one of their number to be chairman.
4.8 A general meeting may be adjourned from time to time and from place to place, but no business shall be transacted at an adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.
4.9 When a general meeting is adjourned for 10 days or more, notice of the adjourned meeting shall be given as in the case of the original meeting.
4.10 Except as provided in this bylaw, it is not necessary to give notice of an adjournment or of the business to be transacted at an adjourned general meeting.
4.11 No resolution proposed at a general meeting need be seconded and the chairman of a general meeting may move or propose a resolution.
4.12 In case of an equality of votes the chairman shall not have a casting or second vote in addition to the vote to which he may be entitled as a member and the proposed resolution shall not pass.
4.13 A member in good standing present at a meeting of members is entitled to one vote.Voting is by show of hands.
4.15 Voting by proxy is not permitted.
4.16 Each law firm shall attend all meetings of the Society by way of an authorized representative, and may vote by its authorized representative, who is entitled to speak and vote, and in all other respects exercise the rights of a member, and that representative shall be recognized as a member for all purposes with respect to a general meeting of the Society.
4.17 The Directors shall determine the other rules of procedure of any General Meeting, guided by the most current edition of Robert’s Rules of Order Revised. If any member who is entitled to vote objects to procedures at any General Meeting such Robert#8217;s Rules of Order shall apply.
Part 5 - Directors and Officers
5.1 The Directors shall manage or supervise the management of the affairs of the Society. The Directors may exercise all the powers and do all the acts and things that the Society may exercise and do, and which are not by these bylaws or by statute or otherwise lawfully directed or required to be exercised or done by the Society in general meeting, but subject, nevertheless, to:
(a) all laws affecting the Society;
(b) these bylaws; and
(c) rules, not being inconsistent with these
bylaws, which are made from time to time by the Society
in general meeting.
5.2 No rule, made by the Society in general meeting, invalidates a prior act of the Directors that would have been valid if that rule had not been made.
5.3 The President shall be a Director of the Society.
5.4 The number of Directors of the Society shall be three or a greater number determined from time to time at a general meeting.
5.5 At each annual general meeting of the Society, all the Directors shall retire and the members entitled to vote thereat shall elect the number of Directors fixed pursuant to these bylaws.
5.6 A retiring Director shall be eligible for re-election.
5.7 Where the Society fails to hold an annual general meeting in accordance with the Society Act, the Directors then in office shall be deemed to have been elected or appointed as Directors on the last day on which the annual general meeting could have been held pursuant to these bylaws and they may hold office until other Directors are appointed or elected or until the day on which the next annual general meeting is held.
5.8 If at any general meeting at which there should be an election of Directors, the places of any of the retiring Directors are not filled by such election, such of the retiring Directors who are not re-elected as may be requested by the newly-elected Directors shall, if willing to do so, continue in office to complete the number of Directors fixed pursuant to these bylaws until further new Directors are elected at a general meeting convened for that purpose.
5.9 Any casual vacancy occurring in the Directors may be filled by the remaining Directors or Director.
5.10 The office of Director shall be vacated if the Director:
(a) resigns his office by notice in writing
delivered to the address of the Society;
(b) dies or becomes unable to manage his affairs
due to physical or mental impairment.
5.11 The members may by special resolution remove any Director before the expiration of his period of office, and may by an ordinary resolution appoint another person in his stead.
5.12 No Director shall be remunerated for being or acting as a Director but a Director shall be reimbursed for all expenses necessarily and reasonably incurred by him while engaged in the affairs of the Society.
5.13 The Directors may cause the Society to purchase and maintain insurance for the benefit of the Directors, Officers and employees of the Society against personal liability incurred by them as a director, officer or employee as the case may be.
5.14 No act or proceeding of the Directors is invalid only by reason of there being less than the prescribed number of Directors in office.
Part 6 - Proceedings of Directors
6.1 The President shall preside as chairman at every meeting of the Directors, or if the President is not present within fifteen minutes of the time appointed for holding the meeting or is not willing to act as chairman, or has advised the Secretary that he will not be present at the meeting, the Directors present shall choose one of their number to be chairman of the meeting.
6.2 The Directors may meet together for the dispatch of business, adjourn and otherwise regulate their meetings, as they think fit.
6.3 The Directors may from time to time fix the quorum necessary to transact business, and unless so fixed the quorum shall be a majority of Directors then in office.
6.4 Questions arising at any meeting of Directors or committee of Directors shall be decided by a majority of votes.
6.5 In case of an equality of votes the chairman does not have a second or casting vote.
6.6 A Director may participate in a meeting of the Directors or committee of Directors by means of conference telephones or other communications facilities by means of which all Directors participating in the meeting can hear each other, provided that all such Directors agree to such participation. A Director participating in a meeting in accordance with this bylaw shall be deemed to be present at the meeting and to have so agreed and shall be counted in the quorum therefor and be entitled to speak and vote thereat.
6.7 A Director may, and the Secretary upon request of a Director shall, call a meeting of the Directors at any time. Reasonable notice of such meeting specifying the place, day and hour of such meeting shall be given by mail, postage prepaid, addressed to each of the Directors and alternate Directors at his address as it appears on the books of the Society or by leaving it at his usual business or residential address or by telephone, telegram, telex, telecopier, e-mail, or any method of transmitting legibly recorded messages. It shall not be necessary to give notice of a meeting of Directors to any Director or alternate Director (i) who is at the time not in the Province of British Columbia or (ii) if such meeting is to be held immediately following a general meeting at which such Director shall have been elected or is the meeting of Directors at which such Director is appointed.
6.8 Any Director may file with the Secretary a document executed by him waiving notice of any past, present or future meeting or meetings of the Directors being, or required to have been, sent to him and may at any time withdraw such waiver with respect to meetings held thereafter by filing such withdrawal of waiver with the Secretary. After filing such waiver with respect to future meetings and until such waiver is withdrawn no notice need be given to such Director and, unless the Director otherwise requires in writing to the Secretary, to his alternate Director of any meeting of the Directors and all meetings of the Directors so held shall be deemed not to be improperly called or constituted by reason of notice not having been given to such Director or alternate Director.
6.9 Subject to the provisions of the Society Act, all acts done by any meeting of the Directors, or by any person acting as a Director, shall, notwithstanding that it be afterwards discovered that there was some defect in the qualification, election or appointment of any such Directors or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly elected or appointed and was qualified to be a Director.
6.10 A resolution consented to in writing, whether by document, telegram, telex, telecopier, or any method of transmitting legibly recorded messages or other means, by all of the Directors, shall be as valid and effectual as if it had been passed at a meeting of the Directors duly called and held. Such resolution may be in two or more counterparts which together shall be deemed to constitute one resolution in writing. Such resolution shall be filed with the minutes of the proceedings of the Directors and shall be effective on the date stated thereon or on the latest date stated on any counterpart.
6.11 The Directors may delegate any, but not all, of their powers to committees consisting of a director or directors as they think fit.
6.12 A committee so formed in the exercise of the powers so delegated must conform to any rules imposed upon 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.
6.13 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.
6.14 The members of a committee may meet and adjourn as they think proper.
Part 7 - Duties of Officers
7.1 The Directors shall, from time to time, appoint a President, a Secretary, a Treasurer and such other officers, if any, as the Directors shall determine and the Directors may, at any time, terminate any such appointment. Until terminated by the Directors, any appointment of officers hereunder shall be effective and shall continue in force despite the fact that any or all of the Directors making such appointment have ceased to be Directors and it shall not be necessary to reappoint officers after each of the Society's annual general meetings.
7.2 One person may hold more than one of such offices except that the offices of President and Secretary must be held by different persons. Any person appointed as the President shall be a Director. The other officers need not be Directors.
7.3 Subject to these bylaws, the President shall preside at all general meetings of the members and at all meetings of the Directors.
7.4 The President shall supervise the other officers in the execution of their duties.
7.5 The Secretary shall:
(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 and/or control 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, if any; and
(f) maintain the register of members.
7.6 The Treasurer shall
(a) keep the financial records, including books of account, necessary to comply with the Society Act; and
(b) render financial statements to the Directors,
members and others when required.
7.7 If the offices of Secretary and Treasurer are held by one person, he shall be known as the Secretary/Treasurer.
7.8 In the absence of the Secretary from a meeting, the Directors shall appoint another person to act as Secretary at the meeting.
7.9 No officer shall be remunerated for being or acting as an officer but an officer shall be reimbursed for all expenses necessarily and reasonably incurred by him while engaged in the affairs of the Society.
Part 8 - Seal
8.1 The Directors may provide a seal for the Society and, if they do so, shall provide for the safe custody of the seal.
8.2 The seal of the Society shall not be affixed to any instrument except in the presence of the following persons, namely:
(a) any two (2) Directors, or
(b) the President and the Secretary, or
(c) such person or persons as the Directors
may from time to time by resolution appoint;
and the said Directors, officers, person or persons in whose presence the seal is so affixed to an instrument shall sign such instrument. For the purpose of certifying under seal true copies of any document or resolution, the seal may be affixed in the presence of any one of the foregoing persons.
Part 9 - Borrowing
9.1 In order to carry out the purposes of the Society, the Directors may, on behalf of and in the name of the Society, and subject to the approval referred to in Bylaw 9.2, raise or secure the payment or repayment of money in the manner they decide, and, in particular but without limiting the foregoing, by the issue of debentures.
9.2 No mortgage, debenture, general security agreement or other security agreement of any kind or loan document shall be issued without the sanction of a special resolution.
Part 10 - Auditor
10.1 This Part applies only where the Society is required or has resolved to have an auditor.
10.2 The first auditor shall be appointed by the Directors who shall also fill all vacancies occurring in the office of auditor.
10.3 At each annual general meeting, the Society shall appoint an auditor to hold office until he is re-elected or his successor is elected at the next annual general meeting.
10.4 An auditor may be removed by ordinary resolution.
10.5 An auditor shall be promptly informed in writing of appointment or removal.
10.6 No Director, officer or employee of the Society shall be auditor.
10.7 The auditor may attend general meetings.
Part 11 - Notices to Members
11.1 A notice may be given to a member either personally or by mail to it at its address as shown on the register of members of the Society.
11.2 A notice sent by mail shall be deemed to have been given on the second day following that on which the notice is posted, and in proving that notice has been given it is sufficient to prove the notice was properly addressed and put in a Canadian post office receptacle.
11.3 Notice of a general meeting shall be given to:
(a) every member shown on the register of members on the day notice is given; and
(b) the auditor, if Part 10 applies.
11.4 No other person is entitled to receive a notice of general meeting.
Part 12 - Bylaws
12.1 On being admitted to membership, each member is entitled to and the Society shall give it, without charge, a copy of the constitution and bylaws of the Society.
12.2 These bylaws shall not be altered or added to except
by special resolution.
