Victoria Downtown Residents' Association

Form 3

SOCIETY  ACT

Constitution of Victoria Downtown Residents’ Association

1     The name of the Society shall be [the Victoria Downtown Residents’ Association herein referred to as “the Association”.

2     The purpose of the Association is to provide a collective voice for downtown

residents within the currently established perimeter of the downtown

neighbourhood in Victoria, British Columbia, as reflected on the attached map

(Schedule “A”). Our aim is to create a desirable downtown living environment

and. to that end. our efforts will include, but not be limited to, the following:

a)    to foster a sense of community for residents in downtown Victoria,

b)    to help identify and preserve cultural and architectural heritage sites within

the area,

c)    to articulate safety issues encountered by downtown residents,

d)    to facilitate communication between residents, businesses and non-profit

groups,

e)    to preserve the existing and foster the creation of additional green space

downtown,

f)    to ensure that our membership has a recognizable face and influential

voice regarding land development, (and redevelopment and public projects

in our area,

g) to promote the downtown core as a good place to live.

3     The affairs of the Association shall be carried on without purpose of gain for its

members and any profits or other accretions to the Association shall be used for

promoting its purposes. This article is unalterable.

Bylaws of Victoria Downtown Residents Association

Here set out, in numbered clauses, the bylaws providing for the matters referred to in

section 6 (1) of the Society Act and any other bylaws.

1.     Definitions

1.     Definitions

“AGM” means the annual general meeting of the Association.

“Association” means the Victoria Downtown Residents Association.

“Board” means the Board of Directors of the Association.

“Directors” means directors of the Association.

“Downtown Neighbourhood” means the area as laid out in Schedule “A” to the

Constitution.

“Members” means Voting Members and Non-Voting Members of the Association.

“Non-Voting Member” means persons who is a member of the Association and

has paid all required fees but has no right to vote at any meetings of the

Association.

“Non-Voting Membership” means to be a Non-Voting Member.

“Officer” means either the chairperson, secretary, or treasurer, of the

Association.

“Society Act” means the Society Act of British Columbia from time to time in force

and all amendments to it.

“Voting Member” means person who is a member of the society who have paid

all required membership fees, and has a right to vote at all general meetings of

the Association.

“Voting Membership” means to be a Voting Member.

2.    Membership

a) The Members of the Association are the applicants for incorporation of the

Association, and those persons who subsequently become Members, in

accordance with these bylaws and, in either case, have not ceased to be

Members.

b) Voting Membership in the Association shall only be open to any person

who has an interest in the purposes of the Association and has a

permanent residence within the Downtown Neighbourhood and whose

membership fees are paid in full prior to the AGM.

c)   Persons are welcome to join the Association from outside the designated

area, however, these memberships are Non-Voting Members.

d)   To become a Voting Member or Non-Voting Member, a person must apply

in a form approved of by the Board, and pay the membership fees as set

by the Board.

e)   Non-Voting Members shall not exceed 25% of the total membership of the

Association.

f)   Voting Members shall be entitled to one vote at all general meetings of the

Association.

g)   The membership fee shall be determined by the Board annually and may

be revised by the Voting Members at each AGM.

h)   Membership fees are annual and the collection and date of collection shall

be determined by the Board.

i)     Members are in good standing if they have paid all required membership

fees.

3. Termination of Membership

a) Any Member may terminate his or her membership with the Association by

written notice to the Board.

b) Failure to pay membership fees by any Member past the due date set by

the Board will result in the termination of that membership.

c) Any Member may be expelled by special resolution of 75% majority of

Voting Members passed at any meeting called for that purpose.

d) Any Member who withdraws from the Association or is expelled by the

Association shall forfeit all claims, rights and interests arising from or in

connection with the Association.

4. Meetings of the Association

a)    There will be an AGM of the Association, the date of which will be

determined by the Board.

b)    Subject to the requirements of the Society Act, The Association may

communicate to its Members by way of the Association’s website and

email.

c)    Other meetings of the Members will be convened and determined by tho

Board as they see fit.

d)    A quorum for any meeting, including the AGM, is 3 Voting Members

present or a greater number that the Voting Members may determine at a

general meeting.

o)    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.

f)     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.

g)    Notice of time. place, and possible subject matter of any meeting shall bo

given in writing at least 14 days prior to the meeting.

h)    All proceedings at any meeting are governed by the “Robert’s Rules of

Order.”

i)    Voting will be conducted by show of hands of Voting Members In

attendance at any meeting.

j)     Voting by proxy is not permitted.

5. Board of Directors

a)    The Board shall consist of a minimum of three (3) Directors and a

maximum of thirteen (13) Directors elected at the AGM of the Association.

The first Directors of the Society shall be appointed in writing by its

founding Members. Of these first Directors, one shall be appointed for a

one (1) year term, one shall be appointed for a two (2) year term, and one

shall be appointed for a three (3) year term. Any additional first Directors

shall be appointed in similarly staggered term lengths.

b)    Nominations for Directors shall be received by the Association within the

month prior to the AGM and from the floor of the AGM. A person not

present at the AGM shall not be nominated unless such person’s written

consent to the nomination has been filed with the Association.

c) Members of the Board elected at the AGM shall be elected for a three (3)

year term. Membership to the Board cannot be renewed for a third term.

d) The Board shall meet at the call of the Chairperson.

e)  All meetings of the Board are open to Members of good standing.

f) The Board shall be responsible for the conduct of the affairs of the

Association and the pursuit and execution of its objectives at all times

between general meetings.

g) A quorum of the Board shall be a minimum of three (3) members of the

Board. Questions arising at any Board meeting shall be decided by a

majority of votes.

h) Business, must not be conducted at a meeting of the Board at a time

when a quorum is not present.

i) If at any time during a meeting of the Board 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.

j) Any vacancy, whether caused by death, resignation, or otherwise,

occurring among the Directors shall be filled by the Board by appointment

from among the Voting Members of the Association for the remainder of

the term of the vacancy filled.

k) Only Voting Members of the Association shall be allowed to be members

of the Board.

l) 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.

m) The Directors shall not be liable for any action taken or omitted by them in

good faith or for the acts of any agent or employee selected by the

Directors with reasonable care or for any acts or omissions of any other

Director.

n) No member of the Board shall receive any remuneration from the

Association for services rendered as a member of the Board of the

Association, but a member of the Board must be reimbursed for all

expenses necessarily and reasonably incurred by the Board member

while engaged in the affairs of the Association.

6. Officers

a) The Officers of the Association shall consist of a Chairperson, a Secretary,

and a Treasurer. The first Officers of the society shall be appointed by the

Board to act until the first AGM. Officers are then elected by the Voting

Members from within the Board at the AGM.

7. Powers and Duties of Officers

a) The Chairperson shall preside over the general meetings of the

Association and the Board.

b) The Secretary shall keep the records of the Association and shall record

the minutes of all meetings of the Association.

c) The finances of the Association shall be administered by the Board, and

the Treasurer shall be responsible to the Board for custody of the

Association’s moneys, and shall make an accounting thereof to the Board

as it directs and to each annual meeting of the Association.

d) The Treasurer, subject to the control of the Board, shall pay any and all

bills. The Treasurer, with the Chairperson, or other such Officer as may be

designated by the Board, may co-sign all cheques drawn on the funds of

the Association.

e) The Board shall appoint standing or select committees from time to time,

with such committees to be responsible to the Board.

f) The Members may, by special resolution, remove an officer, before the

expiration of his or her term of office, and the Board may appoint a

successor to complete the term of office.

8. Borrowing

a)   In order to carry out the purposes of the Association the Board may, on

behalf of and in the name of the Association, raise or secure the payment

or repayment of money in the manner they decide, and, in particular but

without limiting that power, by the issue of debentures.

b)   A debenture must not be issued without the authorization of a special

resolution.

c)    The Members may, by special resolution, restrict the borrowing powers of

the Board, but a restriction imposed expires at the next AGM.

9.  Audits of the Accounts

a) The Officers shall present before the Members of the Association at the

AGM a financial statement showing the income and expenditures, assets

and liabilities, of the Association, signed by two or more of the Officers or

by the Association’s auditor.

b) The fiscal year of the Association shall be January 1 to December 31.

10.   Maintenance of Books and Records

a) The Officers shall see that the minutes of Members’ meetings and minutes

of Board meetings and all other books and records of the Association

required by the bylaws of the Association, or by any applicable statute or

law, are regularly and properly kept.

11.   Inspection of Records

a) The books and records of the Association shall be open to the inspection

of its Members at all reasonable times upon request to the Secretary or

Treasurer.

12.   Amendment to the Constitution and Bylaws

a) The Constitution and Bylaws of the Association shall not be repealed or

altered or added to except by special resolution, published in the notice of

meeting, and passed by a seventy-five percent (75%) majority vote at a

general meeting.

b) No resolution pursuant to clause (a) of this article shall have any force or

effect;

i)     if it violates the Society Act,

ii)    in the case of a resolution amending the Constitution and Bylaws.

until the Registrar has given his/her approval and issues his/her

certificate in accordance with the Society Act.

13. Dissolution

a)     In the event of winding up or dissolution of the Association any funds of the Association remaining after the satisfaction of its debts and liabilities shall be given or transferred to such organizations concerned with education or with community affairs or as may be determined by the Association at the time of winding up or dissolution, and in so far as effect cannot be given to the foregoing provisions then such funds shall be given or transferred to some other charitable organization or charitable trust recognized by the Department of National Revenue of Canada as being qualified under the provisions of the “Income Tax Act” of Canada from time to time in effect.

Dated September 11, 2004

Witness: Mirjana Vulkman

Applicants for Incorporation:

Sandra Meigs

Christopher Barclay

Ingrid Mary Percy

Frederick Roesner

Clint Hutzulak