:: AGM/Bylaws/Constitution

Article 1 – Amendments

The bylaws and the constitution may be amended only be extraordinary resolution of a General Meeting of the Society requiring a majority of two-thirds; or a quorum of fifteen (15) members, whichever is less.

Article II – Membership

Terms under which a person may be admitted to the Society:

1. There shall be the following classes of membership:
   (a) Individual membership
   (b) Honourary membership
   (c) Group membership
   
   
2. Membership in the Society shall be available to individuals or groups subscribing to the objects of the Society. Membership shall be approved by the Board of Directors at a regularly called Board meeting and shall continue for as long as regular annual dues are fully paid.
   
   
3. A member may be expelled by a special resolution of the members passed at a general meeting. The person who is subject to the proposed resolution for expulsion shall be given an opportunity to be heard at the general meeting before the special resolution is put to a vote
   
   
4. Fees (or dues) shall be payable by members in such amounts and in such manner and at such time as may be provided from time to time by the Board of Directors of the Society.


5. Membership shall be approved by the Board of Directors at a regularly called Board Meeting and shall continue as long as regular annual dues are fully paid.

Article III – Rights and Duties of Members

1. Voting members of the Society shall each have one vote at general meetings; shall be entitled to receive free one copy of the constitution and by-laws upon entry and such amendments as may from time to time be enacted by the general membership; shall be entitled to receive at cost any publication that the Society may undertake; shall be entitled to equal treatment under the by-laws of the Society.
   
   
2. Individual or group members shall not at any time purport to represent the Society without specific authorization of the Board of Directors.

Article IV – General Meetings

1. An annual general meeting shall be called each year within ninety (90) days of fiscal year end by notice mailed at least fourteen (14) days prior to the called meeting date. Special general meetings may be called on like notice as specified in Article I: 2(a) and (b).
   
   
2. A quorum at a general meeting shall be half of the general registered voting membership or fifteen (15) members, whichever is less.
   
   
3. The Chairperson of the Board of Directors shall chair the general meeting or a member appointed by him/her.
   
   
4. Robert’s Rules of Order, latest edition, shall govern the conduct of general meetings subject to the bylaws.

Article V – Directors

1. The Society shall be governed by a Board of Directors, known as the Columbian Centre Society Board of Directors, herein after called the Board, which shall consist of no less than nine (9) and no more than fifteen (15) members of the Society elected pursuant to Article VI.
   
   
2. No Director shall receive remuneration for his or her duties.
   
   
3. The Board shall be the only administrative body responsible for establishing and implementing the policy of the Society, namely: (a) the Board shall have the power to secure funds for the furtherance of the Society’s objects and to borrow funds for its purposes by granting such security as it sees fit except that the issue of debenture shall be sanctioned by a special resolution of the Society; (b) the Board shall have the power to enter into any contracts for the furtherance of the objects of the Society.
   
   
4. The Board shall have the power to hire an administrator or Executive Director to carry out the mission of the Society.
   
   
5. The Board shall elect among themselves a Chairperson, a Vice-Chairperson, a Secretary, and a Treasurer, all of whom shall have full voting status, who shall assume responsibility for calling Board Meetings and recording transactions and proceedings of the Board: such elections being held at the Board Meeting to be held immediately after the Annual General Meeting.
   
   
6. In the absence of the Executive Officers, the Board shall elect from their members an acting Officer or Officers to serve for the duration of the meeting.
   
   
7. The outgoing Board shall prepare and have an audited financial statement and general activity report to be submitted to the Annual General Meeting. Two (2) Directors shall sign the said financial statements.
   
   
8. A quorum of the Board shall be of five (5) members.
   
   
9. Board members may assign their proxy vote in writing to any other member of the Board, such proxy to be for the term of one Board Meeting.

Article VI – Election and Appointment of Members of the Board

1. Members of the Board may be elected by secret ballot by the membership at the Annual General Meeting.
   
   
2. At the first election, at least five (5) should be elected for one (1) year, and at least four (4) shall be elected to serve two (2) years; thereafter all terms of office shall be for two (2) years.
   
   
3. Nomination for election shall be in the hands of the outgoing Board at least fourteen (14) days prior to the date of the Annual General Meeting.
   
   
4. Election shall be on a single ballot, the fifteen (15) candidates receiving the highest number of votes being declared elected, or by acclamation, as the case may be.
   
   
5. Vacancies occurring on the Board shall be filled by appointment by the Board of Directors for the balance of the term vacated.

Article VII – Expiry of Directors' Term

Directors shall cease to hold office upon their ceasing to be members of the Society.

Article VIII – Impeachment

1. Any member of the Board may be impeached by extraordinary resolution at a special or Annual General Meeting of the Society.
   
   
2. The methodology and procedures for impeachment to be decided at the special or Annual General Meeting.

Article IX – Meeting of the Board

1. Except as provided in Article 5:6, the Board shall meet at the Chairperson’s discretion or upon call by any three (3) Board members, notice being given to all members of the Board.
   
   
2. Robert’s Rules of Order shall govern the conduct of the Board meetings subject to these bylaws.

Article X – Records, Seal and Accounts of the Society

1. The records, minutes and Seal of the Society shall be in the custody of the Chairperson of the Board or designate who shall cause a copy of all minutes to be mailed to all Board members. The Chairperson shall have every document requiring the use of the Seal approved by the Board.

Article XI – Borrowing Powers

1. The Directors shall have the power to borrow or raise or secure the payment of money in such manner as the Society shall think fit and without limiting the foregoing, the Society may issue debentures or debenture stock, perpetual or otherwise, charged upon all or any of the Society’s preset or future property, and to purchase, redeem or pay off any such security; provided that debentures shall not be issued without the authority of an extraordinary resolution of the Society.

Article XII – Signing Officers

1. Signing officers of the Society shall be appointed at the discretion of the Board, and every document or instrument signed by the Society shall be signed by not less than two (2) duly assigned officers.

Article XIII – Indemnification and Protection of Directors, Officers, Employees and Certain Agents

1. The Society shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or proceeding, whether or not brought by the Society or by a corporation or other legal entity or enterprise as hereinafter mentioned and whether civil, criminal or administrative, by reason of the fact that he/she is or was a Director, officer, employee, or agent of the Society or is or was serving at the request of the Society as a director, officer, employee or agent of another Society, corporation, a partnership, joint venture, trust or other enterprise, against all costs, charges and expenses, including legal fees and any amount paid to settle the action or proceeding or satisfy a judgement, if he/she acted honestly and in good faith with a view to the best interests of the Society or other legal entity or enterprise as aforesaid of which he/she is or was a director, officer, employee or agent as the case may be, and exercised the care, diligence and skill of a reasonably prudent person, and with respect to any criminal or administrative action or proceeding, he/she had reasonable grounds for believing that his/her conduct was lawful, provided that the Society shall not be bound to indemnify any such person, other than a director, officer or an employee of the Society, who shall have notice of this article and to have contracted with the Society in the terms hereof solely by virtue of his/her acceptance of such office or employment, if in acting as an agent for the Society or as a director, officer, employee or agent of another Society, corporation or other legal entity or enterprise an express reference to this article; and provided further that no indemnification of a director or former director of the Society, or director or former director of a Society or corporation in which the Society is or was a shareholder, shall be made except to the extent approved by the Court pursuant to the Society or to any other statue. The determination of any action, suit or proceeding by judgement, order, settlement, conviction or otherwise shall not, of itself, create a presumption that the person did not act honestly and in good faith and in the best interests of the Society and did not exercise the care, diligence and skill of a reasonably prudent person and, with respect to any criminal action or proceeding, did not have reasonable grounds to believe that his/her conduct was lawful.
   
   
2. The Society shall indemnify any person other than a director in respect of any loss, damage, costs or expense whatsoever incurred by him/her while acting as an officer, employee or agent for the society unless such loss, damage, costs or expense shall arise out of failure to comply with instructions, willful act or default or fraud by such person in any of which events the Society shall only indemnify such person if the directors, in their absolute discretion, so decide or the Society by ordinary resolution shall so direct.
   
   
3. The indemnification provided by this Part shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any other Part, or any valid and lawful agreement, vote of members or disinterested directors or otherwise, both as to action in his/her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall ensure to the benefit of the heirs, executors and administrators of such person. The indemnification provided by this article shall not be exclusive or any powers, rights, agreements or undertakings that may be legally permissible or authorized by or under any applicable law. Notwithstanding any other provisions set forth in this Part, the indemnification authorized by this Part shall be applicable only to the extent that such indemnification shall not duplicate indemnity or reimbursement which that person has received or shall receive otherwise than under this Part.
   
   
4. The directors are authorized from time to time to cause the Society to give indemnities to any director, officer, employee, agent or other person who has undertaken or is about to undertake any liability on behalf of the Society or any Society or corporation controlled by it.
   
   
5. Subject to the Society Act, no director or officer or employee for the time being of the Society shall be liable for the acts, receipts, neglects or defaults or any other director or officer or employee, or for joining in any receipt or act for conformity, or for any loss, damage or expense happening to the Society through the insufficiency or deficiency of any security in or upon which any of the monies of or belonging to the Society shall be invested or for any loss or damages arising from the bankruptcy, insolvency, or tortuous act of any person, firm or corporation with whom or which any monies, securities or effects shall be lodged or deposited or for any loss occasioned by any error or judgement or oversight on his/her part or for any other loss, damage, or misfortune whatever which may happen in the execution of the duties of his/her respective office or trust or in relation thereto unless the same shall happen by or through his/her own willful act or default, negligence, breach of trust or breach of duty.
   
   
6. The directors may cause the Society to purchase and maintain insurance for the benefit of any person who is or was a director, officer, employee or agent of the Society or is or was serving at the request of the Society as a director, officer, employee or agent or another Society, corporation, a partnership, joint venture, trust or other enterprise against any liability incurred by him/her as a director, officer, employee or agent.

1. The name of the Society is the COLUMBIAN CENTRE SOCIETY
   
   
2. The objectives of the Society are to do the following things, and provide the following services exclusively as a charitable organization:
   
   [a] to provide such residential and support services for psychiatrically disabled adults as are needed in the community
   
   [b] to provide services that are rehabilitative and integrative
   
   [c] to do all such things as are incidental or conducive to the attainment of the said objects.
   
   
3. The operations of the Society are to be conducted in the Province of British Columbia, chiefly in the Central Vancouver Island region.
   
   
4. Upon the winding up or dissolution of the Society, the remaining assets after satisfaction of its debts and liabilities shall be turned over to a recognized Canadian Charitable Organization in the Province of British Columbia or elsewhere in Canada. This provision is unalterable.
   
   
5. The Society shall be carried on without the purpose of gain for its member(s), and no part of any income out of the Society shall become payable or otherwise available for the personal benefit of the member(s) thereof, and any profits or other accretions to the Society shall be used for promoting its purpose. This provision is unalterable.
   
   
6. The Directors shall serve without remuneration, and the Directors shall not receive, directly or indirectly, any profits from their position as Directors but may be paid expenses incurred by them in the performance of their duties. This clause is unalterable.