WLCU | British Columbia Council

BCC Bylaws


PART 1 - INTERPRETATION

1.1.                     In these  bylaws, unless the context otherwise requires:

1.1.1                  “directors” means the directors of the Society for the time being;

1.1.2                  “Regional Secretary General” refers to the secretary general of the geographical region (United States of America and Canada) in relation to where all of the Provincial Councils and all of the State Councils choose one Regional Secretary General to serve as a liason between all of the Provincial Councils and all of the State Councils as well as the Board of Directors of the Society;

1.1.3                  “registered address” of a member means his or her address as recorded in the register of members;

1.1.4                  “Society Act” means the Society Act of the Province of British Columbia from time to time in force and all amendments to it;

1.1.5                  “World Lebanese Cultural Union” means the World Lebanese Cultural Union (I.N.G.O.) established in Mexico in 1959 and from which all national and regional Lebanese cultural unions receive their guidance.

1.2.                                    The definitions in the Society Act on the date these bylaws become effective apply to these bylaws.

1.3.                                    Words importing the singular include the plural and vice versa

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 person or society may apply to the directors for membership in the Society and on acceptance by the directors is a member.

2.3.                                    The following two (2) categories of membership are established for the purposes of the Society:

2.3.1                  Voting membership, including:

2.3.1.1                 individual membership; and

2.3.1.2                 society membership.

2.3.2                  Non-voting membership, including:

2.3.2.1                 honorary membership.

2.4.                                    Any member holding a duly renewed membership card shall be entitled to the benefit of the advantages of facilities and discounts provided by membership with the Society.

Individual Membership

2.5.                                    For the purposes of these bylaws, an individual member is defined as a person, other than a society or a corporation, who:

2.5.1                  has paid the Society’s annual membership fee as per bylaw 2.8;

2.5.2                  is a member of the Society in good standing as per the stipulations outlined in bylaw 2.16; and

2.5.3                  meets the requirements for individual membership as per bylaws 2.6 – 2.9.

2.6.                                    Individual membership in the Society shall be limited to persons interested in furthering the objects of the Society and shall consist of anyone who has emigrated from Lebanon, or who is a descendent of Lebanese origin, and who is a resident of Canada or the United States of America, or anyone who supports the objects of the Society.

2.7.                                    Individual members not belonging to a chapter shall be Members-At-Large in accordance with policies established by the Board of Directors. An individual member may only be a Member-At-Large if he or she resides more than 100 miles or 160 kilometres from a city which a chapter is based.  

2.8.                                    Any individual person may become a member of the Society if he or she supports the objects of the Society; however, he or she cannot vote in any meetings whatsoever.

2.9.                                    The individual membership fee or dues shall be determined by the Board of Directors, from time to time.

2.10.                                Every individual member shall uphold the constitution and comply with these bylaws.

Society Membership

2.11.                                Membership in the Society is available to all other societies in British Columbia which are primarily composed of members of Lebanese ethno-cultural origin and whose purposes are consistent with the purposes of the Society defined herein and which have been duly registered pursuant to the laws of British Columbia for a period of not less than one (1) year. No society whose purposes include the advancement of a political party or agenda shall be admitted as a member of the Society.

2.12.                                Societies, including all individual members of the particular society, applying for membership in the Society shall be sponsored, in writing, by no fewer than three (3) existing individual members of the Society in good standing. Applications will be forwarded to the Board of Directors of the Society, which, upon approval by Special Resolution of all eligible voting members of the Society, shall admit the society into the Society.

2.13.                                In order to remain in good standing in the Society, each member society shall pay an annual membership fee as determined at the General Meeting of the Board of Directors.

2.14.                                Every member society shall uphold the Society’s constitution and comply with these bylaws.

Honorary Membership

2.15.                                Any individual person may become an honorary member or honorary president of a Provincial or State Council of the Society if he or she provides to the Board of Directors services with respect to furthering the objects of the Society.

Loss of Membership

2.16.                                An individual member, member society or honorary member shall cease to be a member of the Society:

2.16.1              in the case of an individual member, by delivering his or her resignation in writing or in the case of a member society, by delivery of the society member’s directors resolution to the secretary of the Society or by mailing or delivering it to the address of the Society;

2.16.2              in the case of an individual or honorary member, on his or her death, or in the case of a society, upon dissolution;

2.16.3              upon being expelled; or

2.16.4              upon having been a member not in good standing for twelve (12) consecutive months.

2.17.                                Any member who fails to pay his, her or its membership fees or dues when the same are payable shall be a member not in good standing. Any member having been a member not in good standing for three (3) consecutive months shall automatically cease to be an active member.

Expulsion or Required Resignation of Individual & Honorary Members

2.18.                                An individual member or an honorary member may be expelled or required to resign from the Society under the following conditions and in the following circumstances:

2.18.1              by a vote of three-quarters (3/4) of the Board of Directors on a resolution;

2.18.2              the notice of special resolution for expulsion or required resignation or an option for either shall be accompanied by a brief statement of the reason or reasons for the proposed expulsion or required resignation; and

2.18.3              the individual member who is the subject of the proposed resolution for expulsion  or required resignation shall be given an opportunity to be heard at the general meeting before the special resolution is put to a vote.

Effect of Loss of Membership

2.19.                                Any individual member, member society or honorary member who resigns, withdraws, is suspended or expelled from the Society shall forthwith forfeit all rights, benefits, claims and interests arising from membership in the Society.

2.20.                                Loss of membership during the year is considered a full year’s loss of membership.

PART 3 - MEETINGS OF MEMBERS

3.1.                                    General meetings of the Society shall be held at the time and place, 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.                                    Notice of a general meeting shall specify the place, day and hour of the meeting, and, in case of special business, the general nature of that business.

3.5.                                    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.

3.6.                                    The first annual general meeting of the Society shall be held not more than fifteen (15) months after the date of incorporation and after that an annual general meeting shall be held at least once in every calendar year and not more than fifteen (15) months after the holding of the last preceding annual general meeting.

PART 4 - PROCEEDINGS AT GENERAL MEETINGS

4.1.                                    Special business is:

4.1.1                  all business at an extraordinary general meeting except the adoption of rules of order; and

4.1.2                  all business transacted at an annual general meeting, except:

4.1.2.1                 the adoption of rules of order;

4.1.2.2                 the consideration of the financial statements;

4.1.2.3                 the report of the directors;

4.1.2.4                 the report of the auditor, if any;

4.1.2.5                 the election of directors;

4.1.2.6                 the appointment of the auditor, if required; and

4.1.2.7                 the other business that, under these bylaws, ought to be transacted at an annual general meeting, or business which is brought under consideration by the report of the directors issued with the notice convening the meeting.

4.2.                                    Business, other than the election of a chair and the adjournment or termination of the meeting, shall not be conducted at a general meeting at a time when a quorum is not present.

4.3.                                    If at any time during a general meeting there ceases to be a quorum present, business then in progress shall be suspended until there is a quorum present or until the meeting is adjourned or terminated.

4.4.                                    A quorum is three (3) members present or a greater number that the members may determine at a general meeting.

4.5.                                    If within thirty (30) minutes from the time appointed for a general meeting a quorum is not present, the meeting, if convened on the requisition of members, shall be terminated; but in any other case, it shall stand adjourned to the same day in the next week, at the same time and place, and if, at the adjourned meeting, a quorum is not present within thirty (30) minutes from the time appointed for the meeting, the members present constitute a quorum.

4.6.                                    Subject to bylaw 4.7, the president of the Society, the vice-president or in the absence of both, one of the other directors present, shall preside as chair of a general meeting.

4.7.                                    If at a general meeting:

4.7.1                  there is no president, vice-president or other director present within fifteen (15) minutes after the time appointed for holding the meeting; or

4.7.2                  the president and all the other directors present are unwilling to act as the chair,

the members present shall choose one of their number to be the chair.

4.8.                                    A general meeting may be adjourned from time to time and from place to place, but business shall not be conducted at an adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

4.9.                                    When a meeting is adjourned for ten (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 by this bylaw, it is not necessary to give notice of an adjournment or of the business to be conducted at an adjourned general meeting.

4.11.                                A resolution proposed at a meeting need not be seconded and the chair of a meeting may move or propose a resolution.

4.12.                                In 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.

4.13.                                An individual member in good standing present at a meeting of members is entitled to one (1) vote.

4.14.                                A member society in good standing with a representative or representatives present at a meeting of members is entitled to one (1) vote for every fifty (50) or less members in that particular society up to a maximum of ten (10) votes.

4.15.                                Voting is by show of hands or by secret ballot if requested by at least ten (10) members present, or in the case of a meeting where less than twenty (20) members present are eligible to vote, by at least three (3) of these members present and eligible to vote.

4.16.                                Voting by proxy is not permitted.

PART 5 - DIRECTORS AND OFFICERS

5.1.                                    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:

5.1.1                  all laws affecting the Society;

5.1.2                  these bylaws; and

5.1.3                  rules, not being inconsistent with these bylaws, which are made from time to time by the Society in general meeting.

5.2.                                    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.

5.3.                                    The president, vice-president, secretary, treasurer and one or more other persons shall be the directors of the Society.

5.4.                                    The number of directors shall be seven (7) or a greater number determined from time to time at a general meeting.

5.5.                                    The Board of Directors of the Society shall be comprised of the following individuals:                                                                                                                                                            

5.5.1                  a president;

5.5.2                  a vice-president;

5.5.3                  an executive director;

5.5.4                  a  secretary ;

5.5.5                  a treasurer;

5.5.6                  an honorary president; and

5.5.7                  a youth representative.

5.6.                                    The directors shall retire from office at each annual general meeting when their successors are to be elected.

5.7.                                    Separate elections shall be held for each office to be filled.

5.8.                                    An election may be by acclamation, otherwise it shall be by ballot.

5.9.                                    If a successor is not elected the person previously elected or appointed continues to hold office.

5.10.                                The directors may at any time and from time to time appoint a member as a director to fill a vacancy in the directors.

5.11.                                A director so appointed holds office only until the conclusion of the next following annual general meeting of the Society, but is eligible for re-election at the meeting.

5.12.                                If a director resigns his or her office or otherwise ceases to hold office, the remaining directors shall appoint a member to take the place of the former director.

5.13.                                An act or proceeding of the directors is not invalid merely because there are less than the prescribed number of directors in office.

5.14.                                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.

5.15.                                A director shall not be remunerated for being or acting as a director, but a director shall be reimbursed for all expenses necessarily and reasonably incurred by him or her while engaged in the affairs of the Society.

PART 6 - PROCEEDINGS OF DIRECTORS

6.1.                                    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.

6.2.                                    The directors may from time to time set the quorum necessary to conduct business, and unless so set the quorum shall be a majority of the directors then in office.

6.3.                                    The president shall be chair of all meetings of the directors, but if at a meeting the president is not present within thirty (30) minutes after the time appointed for holding the meeting, the vice-president shall act as chair; but if neither is present the directors may choose one of their number to be chairperson at that meeting.

6.4.                                    A director may at any time, and the secretary, on the request of a director, shall, convene a meeting of the directors.

6.5.                                    The directors may delegate any, but not all, of their powers to committees consisting of the director or directors or any members as they think fit.

6.6.                                    A committee so formed in the exercise of the powers so delegated shall conform to any rules imposed on it by the directors, and shall 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.

6.7.                                    A committee shall elect a chair of its meetings; but if no chair is elected, or if at a meeting the chair is not present within thirty (30) minutes after the time appointed for holding the meeting, the directors present who are members of the committee shall choose one of their number to be the chair of the meeting.

6.8.                                    The members of a committee may meet and adjourn as they think proper.

6.9.                                    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.

6.10.                                A director who may be absent temporarily from British Columbia may send or deliver to the address of the Society a waiver of notice, which may be by letter, telegram, telex or cable, of any meeting of the directors and may at any time withdraw the waiver, and until the waiver is withdrawn:

6.10.1              A notice of meeting of directors is not required to be sent to that director; and

6.10.2              any and all meetings of the directors of the Society, notice of which has not been given to that director, if a quorum of the directors is present, are valid and effective.

6.11.                                Questions arising at a meeting of the directors and committee of directors shall be decided by a majority of votes.

6.12.                                In the case of a tie vote, the chair does not have a second or casting vote.

6.13.                                A resolution proposed at a meeting of directors or committee of directors need not be seconded, and the chair of a meeting may move or propose a resolution.

6.14.                                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.                                    The president shall preside at all meetings of the Society and of the directors.

7.2.                                    The president is the chief executive officer of the Society and has the following powers and duties:

7.2.1                  the power to delegate his or her responsibilities to the vice-president;

7.2.2                  the president shall:

7.2.2.1                 at all times be the sole spokesperson for and on behalf of the Society;

7.2.2.2                 at all times represent the Society in Canada and the United States, unless the World president of the World Lebanese Cultural Union or his or her representative is present in person in Canada;

7.2.2.3                 in the event of a need arising for a delegation to travel outside Canada on business for the Society, then the president shall head such a delegation and lead all discussions for the benefit of the Society;

7.2.2.4                 represent the Society judicially and administratively before all public and private bodies;

7.2.2.5                 preside over meetings of the Board of Directors;

7.2.2.6                 convene the ordinary and extraordinary sessions of the Board of Directors;

7.2.2.7                 implement or ensure the implementation of the decisions of the World Council and of the Board of Directors, and to supervise the activities of the Chapters;

7.2.2.8                 exercise any other powers necessary and conferred upon the president by the constitution of the Board of Directors, in order to realize the objectives of the Society; and

7.2.2.9                 supervise the other officers in the execution of their duties.

7.3.                                    The vice-president shall carry out the duties of the president during the president’s absence.

7.4.                                    The secretary shall do the following:

7.4.1                  conduct the correspondence of the Society;

7.4.2                  issue notices of meetings of the Society and directors;

7.4.3                  keep minutes of all meetings of the Society and directors;

7.4.4                  have custody of all records and documents of the Society except those required to be kept by the treasurer;

7.4.5                  have custody of the common seal of the Society; and

7.4.6                  maintain the register of members.

7.4.7                  to act as a liason between the board of directors and the regional secretary general.

7.5.                                    The treasurer shall:

7.5.1                  keep the financial records, including books of account, necessary to comply with the Society Act; and

7.5.2                  render financial statements to the directors, members and others when required.

7.6.                                    The offices of secretary and treasurer may be held by one person who shall be known as the secretary treasurer.

7.7.                                    If a secretary treasurer holds office, the total number of directors shall not be less than six (6) or the greater number that may have been determined under bylaw 5.4.

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.                                    The Board of Directors shall, as soon as is practicable, employ an Executive Director whose role and duties include:

7.9.1                  to have custody of the seal of the Society;

7.9.2                  to attend all meetings of the Board of Directors;

7.9.3                  to keep the minutes of the meetings of the Board of Directors and to forward the same to each director within thirty (30) days of the relevant meeting;

7.9.4                  to keep the official correspondence sent to the Board of Directors from all members of the Society;

7.9.5                  to forward minutes of meetings and documents to the Secretary-General; and

7.9.6                  such other duties as prescribed by the Board of Directors, in its sole discretion, from time to time.

7.10.                                The role and duties of the Honorary Chairperson shall be determined by the Board of Directors from time to time.

7.11.                                The role and duties of the Youth Representative are as follows:

7.11.1              to open Chapters for youths;

7.11.2              to form a youth sport league and youth scouts;

7.11.3              to participate in activities for youth;

7.11.4              to take guidance from the world secretary for youth, whose role is described in articles 56 through 59 inclusive, of the Internal Regulations, for furthering the objects of the Society; and

7.11.5              to inform the Regional Secretary-General of all of the activities undertaken by the Youth Representative.

PART 8 - SEAL

8.1.                                    The directors may provide a common seal for the Society and may destroy a seal and substitute a new seal in its place.

8.2.                                    The common seal shall be affixed only when authorized by a resolution of the directors and then only in the presence of the persons specified in the resolution, or if no persons are specified, in the presence of the president and secretary or president and secretary treasurer.

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, 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.

9.2.                                    A debenture must not be issued without the authorization of a special resolution.

9.3.                                    The members may, by special resolution, restrict the borrowing powers of the directors, but a restriction imposed expires at the next annual general meeting.

PART 10 - AUDITOR

10.1.                                The Society shall, at all times, have an auditor who shall be appointed in the manner hereinafter provided.

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 or she is re-elected or a 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.                                A director or employee of the Society shall not be its auditor.

10.7.                                The auditor may attend general meetings.

PART 11 - NOTICE TO MEMBERS

11.1.                                Any notice required to be given to a member shall be sufficiently given to such member if it is delivered personally or by mail to such member’s registered address.

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:

11.3.1              Every member who is in good standing and who is shown on the register of members on the day the notice is given; and

11.3.2              the auditor.

11.4.                                No other person is entitled to receive a notice of a general meeting.

PART 12 - BYLAWS

12.1.                                On being admitted to membership, each member is entitled to, and the Society shall give the member 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.