Constitution

Fraser Valley Community Charitable Gaming Association CONSTITUTION

1. The name of the society is Fraser Valley Community Charitable Gaming Association; hereafter referred to as the Society.
2. The purposes of the society are:
a) To act as a communicator and liaison between the Gaming Policy and Enforcement Branch of the British Columbia Provincial Government (or its successor) and the societies’ members, including but not limited to acting as a conduit to convey information concerning gaming grants from the Provincial Government to the Society’s members to facilitate members’ understanding of what is required by the Gaming Policy and Enforcement Branch of the Provincial Government or their successor/s
b) To act as a communicator and liaison between the Society’s members and the Gaming Policy and Enforcement Branch of the British Columbia Provincial Government (or its successor) and to act as an advocate for the membership and the community with regards to their interests , issues and concerns, including but not limited to:
i) Licensed Charitable Gaming Events (or their successor/s), and/or
ii) Community Gaming Grants (or their successor/s) and/or
iii) Charitable Non-gaming fundraising and/or
iv) Policies, Regulations or Procedures etcetera (or their successor/s) of the Provincial Government (or their successor/s) pertaining to the before mentioned in points 2. b) i) and 2. b) ii)
c) To perform such acts and things which are incidental to or necessary for the advancement of the purposes of the society
It is an unalterable provision of this Constitution that upon ceasing to operate or upon being wound up, those assets remaining after the returning of any unused Gaming Grant money to the Provincial Government (or their successor/s) and satisfaction of all debts and liabilities shall be distributed amongst those members in good standing which have a charitable purpose as determined by the members at the time.

FRASER VALLEY COMMUNITY CHARITABLE GAMING ASSOCIATION
BYLAWS

Part 1 Interpretation

1.1 (a) in these bylaws, unless the context otherwise requires:
“directors” means the directors of the society for the time being
“Society Act” means the Society Act of British Columbia from time to time in force and all amendments to it
“registered address” of a member means the member’s address as recorded in the register of members
“member” means an organization recorded in the register of members;
(b) The definitions in the Society Act on the date these bylaws become effective apply to these bylaws
1.2 Words importing the singular include the plural and vice versa, and words importing a male person, include a female person and a corporation.

Part 2 – Membership

2.1 The members of the society are the applicants for incorporation of the society, and those persons who subsequently become members, in accordance with these bylaws and, in either case, have not ceased to be members.
2.2 A member is in good standing when membership has been approved by the board of directors 30 days prior to a general meeting.
2.3 An organization which is a Registered Charitable Society in good standing with the Corporate Registry of the British Columbia Government (or its successor/s) may apply to the directors for membership in the society and on acceptance by the directors is a member including an organization that is a Registered Charitable Society that is currently receiving a gaming grant.
2.4 A member shall be represented by an Officer or Director of the member, who shall be its official representative or alternate and both shall be registered with the society on The List of Members.
2.5 Every member must uphold the constitution and comply with these bylaws.
2.6 Each member shall have one vote that shall be cast by its official representative or alternate in the absence of the official representative.

FRASER VALLEY COMMUNITY CHARITABLE GAMING ASSOCIATION

2.7 The official representative or alternate in the absence of the official representative shall speak and vote on behalf of the member and shall be deemed to be the mind and body of the member for all purposes of the society.
2.8 Official representatives shall be eligible to be elected as directors.
2.9 The amount, the time for payment of fees, if any, and the privileges accorded to members shall from time to time, be determined by the directors.
2.10 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 dissolution
(c) on being expelled, or
(d) on having been a member not in good standing for 12 consecutive months.
2.11 (a) A member may be expelled by a special resolution of the members passed at a general meeting.
(b) The notice of special resolution for expulsion must be accompanied by a brief statement of the reasons for the proposed expulsion.
(c) 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.
2.12 A member is not in good standing if:
(a) it fails to pay the current annual membership fee, if any, 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
or;
(b) upon the request of the directors they fail to produce within 30 days a current certificate showing them to be a Registered Charitable Society in good standing with the Corporate Registry of the British Columbia Government (or its successor/s) and the member is not in good standing so long as the document has not been produced.

FRASER VALLEY COMMUNITY CHARITABLE GAMING ASSOCIATION

Part 3 — Meetings of Members

3.1 General meetings of the society must be held at the time and place, and means of communication including electronic and telephone in accordance with the Society Act, that the directors decide.
3.2 Every general meeting, other than an annual general meeting, is an extraordinary general meeting.
3.3 The directors may, when they think fit, convene an extraordinary general meeting.
3.4 (a) 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.
(b) 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.
3.5 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

4.1 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.
4.2 (a) 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.

FRASER VALLEY COMMUNITY CHARITABLE GAMING ASSOCIATION

(b) 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.
(c) A quorum is 10 members present or a greater number that the members may determine at a general meeting.
4.3 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.
4.4 If at a general meeting
(a) there is no president, vice president or other 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.
4.5 (a) 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.
(b) When a meeting is adjourned for 10 days or more, notice of the adjourned meeting must be given as in the case of the original meeting.
4.6 (a) A resolution proposed at a meeting needs to be seconded, and the chair of a meeting may move or propose a resolution.
(b) 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.
4.7 (a) A member organization in good standing with this society, present at a meeting of members, is entitled to one vote per question.
(b) Voting is by show of hands unless another method is specified, including electronic and telephone.
(c) Voting by proxy is not permitted.
4.8 A member organization 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 must be considered as a member for all purposes with respect to a meeting of the society. Only the authorized representative/s may exercise the right to vote and as such it is entirely the responsibility of the member organization to ensure that it has updated this information in writing by completing the appropriate form in its entirety (complete with any necessary signatures) and providing it to the society prior to the date of the vote.

FRASER VALLEY COMMUNITY CHARITABLE GAMING ASSOCIATION

Part 5 — Directors and Officers

5.1 (a) The directors may exercise all the powers and do all the acts and things that the society may exercise and do, and that are 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
(i) all laws affecting the society,
(ii) these bylaws, and
(iii) rules, not being inconsistent with these bylaws, that are made from time to time by the society in a general meeting.
(b) A rule, made by the society in a general meeting, does not invalidate a prior act of the directors that would have been valid if that rule had not been made.
5.2 (a) The president, vice president, secretary, treasurer and one or more other persons are the directors of the society.
(b) The number of directors must be 5 or a greater number determined from time to time at a general meeting.
5.3 (a) Directors shall be elected to hold office for staggered terms of two years, with one half of the number of directors up for election each year. If this is the first term of the society one half of the directors can be elected for a term of three years to aid in the process of the terms continuing to be staggered.
(b) At the first meeting of the new board, the directors shall elect the offices of president, vice president, secretary, treasurer
(c) An election may be by acclamation; otherwise it must be by ballot.
(d) If a successor is not elected, the person previously elected or appointed continues to hold office.
5.4 (a) The directors may at any time and from time to time appoint a member as a director to fill a vacancy in the directors.
(b) 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.
5.5 (a) If a director resigns his or her office or otherwise ceases to hold office, the remaining directors must appoint a member to take the place of the former director.
(b) An act or proceeding of the directors is not invalid merely because there is less than the prescribed number of directors in office.

FRASER VALLEY COMMUNITY CHARITABLE GAMING ASSOCIATION

5.6 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.
5.7 A director must not be remunerated for being or acting as a director

Part 6 — Proceedings of Directors

6.1 (a) 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. This includes but is not limited to holding meetings via email or telephone and electronic communication.
(b) The directors may from time to time set the quorum necessary to conduct business, and unless so set the quorum is a majority of the directors then in office
(c) 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.
(d) A director may at any time, and the secretary, on the request of a director, must convene a meeting of the directors.
6.2 (a) The directors may delegate any, but not all, of their powers to committees consisting of the director or directors as they think fit.
(b) 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.
6.3 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.
6.4 The members of a committee may meet and adjourn as they think proper.
6.5 For a 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.

FRASER VALLEY COMMUNITY CHARITABLE GAMING ASSOCIATION

6.6 (a) Questions arising at a meeting of the directors and committee of directors must be decided by a majority of votes.
(b) In the case of a tie vote, the chair does not have a second or casting vote.
6.7 A resolution proposed at a meeting of directors or committee of directors needs to be seconded, and the chair of a meeting may move or propose a resolution.
6.8 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.

Part 7 — Duties of Officers

7.1 (a) The president presides at all meetings of the society and of the directors and is the chief executive officer of the society and must supervise the other officers in the execution of their duties.
7.2 The vice president must carry out the duties of the president during the president’s absence.
7.3 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) maintain the register of members.
7.4 The treasurer must:
(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.
7.5 (a) The offices of secretary and treasurer may be held by one person who is to be known as the secretary treasurer.
(b) If a secretary treasurer holds office, the total number of directors must not be less than 5 or the greater number that may have been determined under bylaw 5.2 (b).

FRASER VALLEY COMMUNITY CHARITABLE GAMING ASSOCIATION

7.6 In the absence of the secretary from a meeting, the directors must appoint another person to act as secretary at the meeting.

Part 8 — Borrowing

8.1 Directors may not borrow on behalf of the society unless the members by special resolution, allow the directors to have borrowing powers, but those powers must be specific and will expire at the next annual general meeting

Part 9 — Auditor

9.1 This Part applies only if the society is required or has resolved to have an auditor.
9.2 The first auditor must be appointed by the directors who must also fill all vacancies occurring in the office of auditor.
9.3 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.
9.4 An auditor may be removed by ordinary resolution.
9.5 An auditor must be promptly informed in writing of the auditor’s appointment or removal.
9.6 A director or employee of the society must not be its auditor.
9.7 The auditor may attend general meetings.

Part 10 — Notices to Members

10. 1 A notice may be given to a member, either personally or by mail or by e-mail to the member at the member’s registered address.
10.2 A notice sent by mail is deemed to have been given on the second day following the day 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.
10.3 (a) Notice of a general meeting must be given to
(i) every member shown on the register of members on the day notice is given, and
(ii) the auditor, if Part 9 applies.