Constitution and By-laws

Part 1 – Definitions and Interpretation

Definitions

1.1      In these Bylaws:

“Act” means the Societies Act of British Columbia as amended from time to time;

“Affiliate” means a company which operates from the same office, and in general utilizes the same management and/or staff.

“Board” means the directors of the Society;

“Bylaws” means these Bylaws as altered from time to time.

“Organization” means any legal entity recognized under the federal law of Canada or any provincial law, not limited to, any persons, firm or corporation.

Definitions in Act apply

1.2      The definitions in the Act apply to these Bylaws.

Conflict with 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, as the case may be, prevail.

 

Part 2 – Members

Membership Classes

2.1       Membership in the Society shall be divided into the following membership categories:

(a)  Principal members are voting members and the eligibility criteria are defined in the following classes as follows:

(i) The Vessel Class includes any organization engaged in deep-sea shipping or coastal marine transportation, as an owner, general agent, or operator, and conducting business in Western Canada qualifies for the Vessel Class.

(ii) The Shipper Class includes any organization that is a cargo owner or charterer moving commodities through Western Canadian ports and/or terminals.

(b)  Joint members are non-voting members and includes any organization being an affiliate of a Principal member.

(c)  Associate members are non-voting members and includes any professional or organization with an interest in marine transportation that is not eligible for Principal or Joint membership.

(d) Reciprocal members are non-voting members and are primarily not-for-profit organizations with similar interests to the Society.

Application for membership

2.2      An organization person may apply to the Board for membership in the Society, and the organization becomes a member on the Board’s acceptance of the application.

Designation of representative

2.3      Every applicant being a firm or corporation shall, at the time of application for membership designate in writing a representative, and may designate, one or more alternate representatives.

Duties of members

2.4      Every member must uphold the constitution of the Society and must comply with these Bylaws.

Amount of membership dues and assessments

2.5      The amount of the annual membership dues and assessments are determined by the Board.

Member not in good standing

2.6      A member is not in good standing if the member fails to pay on demand any fees or assessments within the time limit required by such demand, shall lose the right to vote until such arrears are fully paid.

Member not in good standing may not vote

2.7      A voting member who is not in good standing

(a) may not vote at a general meeting, and

(b) is deemed not to be a voting member for the purpose of consenting to a resolution of the voting members.

Termination of membership if member not in good standing

2.8      A person’s membership in the Society is terminated if the person is not in good standing for 6 consecutive months.

Part 3 – General Meetings of Members

Time and place of general meeting

3.1      A general meeting must be held at the time and place the Board determines.

Ordinary business at general meeting

3.2      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 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 the passing of a special resolution.

Notice of special business

3.3      A notice of a general 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 judgment concerning that business.

Chair of general meeting

3.4      The following individual is entitled to preside as the chair of a general meeting:

(a) the individual, if any, appointed by the Board to preside as the 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,

(i) the vice-chair

(ii) the treasurer, if the vice-chair is unable to preside as the chair, or

(iii) one of the other directors present at the meeting, if both the chair and vice-chair are unable to preside as the chair.

Alternate chair of general meeting

3.5      If there is no individual entitled under these Bylaws who is able to preside as the chair of a general 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

3.6      Business, other than the election of the chair of the meeting and the adjournment or termination of the meeting, must not be transacted at a general meeting unless a quorum of voting members is present.

Quorum for general meetings

3.7      The quorum for the transaction of business at a general meeting is 3 voting members or 10% of the voting members, whichever is greater.

Lack of quorum at commencement of meeting

3.8      If, within 30 minutes from the time set for holding a general meeting, a quorum of voting members 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.

If quorum ceases to be present

3.9      If, at any time during a general meeting, there ceases to be a quorum of voting members present, business then in progress must be suspended until there is a quorum present or until the meeting is adjourned or terminated.

Adjournments by chair

3.10    The chair of a general 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 business left unfinished at the adjourned meeting.

Notice of continuation of adjourned general meeting

3.11    It is not necessary to give notice of a continuation of an adjourned general meeting or of the business to be transacted at a continuation of an adjourned general meeting except that, when a general meeting is adjourned for 30 days or more, notice of the continuation of the adjourned meeting must be given.

Order of business at general meeting

3.12    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,

(i) receive the directors’ report on the financial statements of the Society for the previous financial year, and the auditor’s report, if any, on those statements,

(ii) receive any other reports of directors’ activities and decisions since the previous annual general meeting,

(iii) elect or appoint directors, and

(iv) appoint an auditor, if any;

(g) deal with new business, including any matters about which notice has been given to the members in the notice of meeting;

(h) terminate the meeting.

Methods of voting

3.13    At a general meeting, 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, 2 or more voting members request a secret ballot or a secret ballot is directed by the chair of the meeting, voting must be by a secret ballot.

Announcement of result

3.14    The chair of a general meeting must announce the outcome of each vote and that outcome must be recorded in the minutes of the meeting.

Proxies

3.15    Voting by proxy is permitted.

Matters decided at general meeting by ordinary resolution

3.16    A matter to be decided at a general meeting must be decided by ordinary resolution unless the matter is required by the Act or 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 4 – Directors

Number of directors on Board

4.1      The Society must have no fewer than nine and no more than eleven directors.

Composition of Board

4.2      At least six of the nine elected Directors must have acted as owner, operator, manager or agent for at least one vessel call at a British Columbia port in the twelve months prior to the date of election. 

4.3      Only Principal and Joint member representatives, or their alternate representatives, and Associate members, including retiring Directors, shall be eligible for election as directors.   The Directors shall, by resolution, determine the manner of nomination and election.  No member, being a firm or corporation, shall have more than one person representing it, to stand for election.

4.4      In order to ensure that the composition of the Board of Directors serves the interests of the membership of the Chamber, the Board of Directors may appoint up to two representatives of the members to serve as director for a term to expire at the next Annual General Meeting.

Election or appointment of directors

4.5      At each annual general meeting, the voting members entitled to vote for the election or appointment of directors must elect or appoint the Board. Directors shall be elected for a two-year term.

Directors may fill casual vacancy on Board

4.3      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 or incapacity of a director during the director’s term of office.

Term of appointment of director filling casual vacancy

4.4      A director appointed by the Board to fill a vacancy ceases to be a director at the end of the unexpired portion of the term of office of the individual whose departure from office created the vacancy.

Part 5 – Directors’ Meetings

Calling directors’ meeting

5.1      A directors’ meeting may be called by the chair or by any 2 other directors.

Notice of directors’ meeting

5.2      At least 2 days’ notice of a directors’ meeting must be given unless all the directors agree to a shorter notice period.

Proceedings valid despite omission to give notice

5.3      The accidental omission to give notice of a directors’ meeting to a director, or the non-receipt of a notice by a director, does not invalidate proceedings at the meeting.

Conduct of directors’ meetings

5.4      The directors may regulate their meetings and proceedings as they think fit.

Quorum of directors

5.5      The quorum for the transaction of business at a directors’ meeting is a majority of the directors.

Part 6 – Board Positions

Election or appointment to Board positions

6.1      Directors must be elected or appointed to the following Board positions, and a director, other than the chair, may hold more than one position:

(a) chair;

(b) vice-chair; and

(c) treasurer.

Directors at large

6.2      Directors who are elected or appointed to positions on the Board in addition to the positions described in these Bylaws are elected or appointed as directors at large.

 

Role of chair

6.3      The chair of the Board is responsible for supervising the other directors in the execution of their duties.

Role of vice-chair

6.4      The vice-chair of the Board is responsible for carrying out the duties of the chair if the chair is unable to act.

Role of treasurer

6.5      The treasurer is responsible for doing, or making the necessary arrangements for, the following:

(a) receiving and banking monies collected from the members or other sources;

(b) keeping accounting records in respect of the Society’s financial transactions;

(c) preparing the Society’s financial statements;

(d) making the Society’s filings respecting taxes.

Part 7 – Remuneration of Directors and Signing Authority

Remuneration of directors

7.1      These Bylaws do not permit the Society to pay to a director or officer remuneration for being a director, but the Society may, subject to the Act, pay remuneration to a director for services provided by the director to the Society in another capacity.

Signing authority

7.2      A contract or other record to be signed by the Society must be signed on behalf of the Society

(a) by the chair, together with one other director,

(b) if the president is unable to provide a signature, by the vice-president together with one other director,

(c) if the president and vice-president are both unable to provide signatures, by any 2 other directors, or

(d) in any case, by one or more individuals authorized by the Board to sign the record on behalf of the Society.