Society = Act

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IMP= ORTANT=20 INFORMATION

Society Act

[RSBC 1996] CHAPTER 433

Contents
	1	Definitions
Part=20 1 =E2=80=94 Incorporation
	2	Purposes
	3	Procedure=20 for incorporation
	4	Effect=20 of incorporation
	5	Liability=20 of members
	6	Bylaws
	7	Voting
	8	No=20 share capital
	9	Interest=20 not transferable
	10	Address=20 for service
	11	Location=20 of records
	12	Service=20 of documents
	13	Seal
	14	Insurance=20 purposes
	14.1	Consent=20 by commission
	15	Repealed
	16	Contracts
	17	Amalgamation=20 of societies
	18	Branch=20 societies
	19	Incorporation=20 of branch societies
Part=20 2 =E2=80=94 Changes in Constitution and = Bylaws
	20	Changes=20 in constitution
	21	Effect=20 of change of name
	22	Additional=20 provisions of constitution
	23	Change=20 in bylaws
Part=20 3 =E2=80=94 Directors
	24	Directors
	25	Duties=20 of directors
	25.1	Proceedings=20 of directors
	26	No=20 exceptions from statutory duties
	27	Disclosure=20 of interests
	28	Accountability
	29	Validity=20 of contracts
	30	Security=20 and indemnity of officers and directors
	31	Removal=20 of directors
Part=20 4 =E2=80=94 Financial
	32	Investment=20 of society's funds
	33	Deposit=20 accounts
	34	Subsidiaries
	35	Borrowing
	35.1	Register=20 of indebtedness
	35.2	Preferential=20 payment of wages and salary
	36	Accounting=20 records
	37	Inspection=20 by members
	38	Reporting=20 society
	39	Providing=20 financial statements
	40	Approval=20 by directors
Part=20 5 =E2=80=94 Audit
	41	Auditor
	42	Professional=20 qualifications
	43	Persons=20 not qualified as auditors
	44	Remuneration
	45	Incumbent=20 auditor
	46	Removal=20 of auditor
	47	Annual=20 audit
	48	Member=20 may require auditor at meeting
	49	Inquiries=20 of auditor
	50	Reading=20 report
	51	Amendment=20 of financial statements and report
	52	Access=20 to records
	53	Powers=20 of auditor
	54	Right=20 to attend
	55	Defamation
Part=20 6 =E2=80=94 Members and Meetings
	56	Annual=20 general meeting
	57	Place=20 of meeting
	58	Requisition=20 for general meeting
	59	Court=20 may call
	60	Notice
	61	Quorum
	62	Voting
	63	Proxies
	64	Financial=20 statements
	65	Financial=20 statements for reporting societies
	66	Special=20 resolutions
	67	Other=20 resolutions
	68	Filing=20 annual report
	69	Copies=20 of constitution and bylaws
	70	Register=20 of members
Part=20 7 =E2=80=94 Termination of a society
	71	Dissolution=20 and restoration
	72	Society=20 with insurance purposes
	73	Disposal=20 of assets
	74	Conversion=20 to company
Part=20 8 =E2=80=94 Extraprovincial Societies
	75	Extraprovincial=20 society registration
	76	Procedure=20 for registration
	77	Attorney=20 for service
	78	Return=20 to registrar
	79	Suspension=20 and revocation of registration
	80	Agents=20 prohibited
	81	Limitations=20 on unregistered extraprovincial society
	82	Application
Part=20 9 =E2=80=94 Special Procedures
	83	Imperfect=20 compliance
	84	Investigation=20 of society
	85	Court=20 may remedy irregularities
Part=20 10 =E2=80=94 Occupational Titles = Protection
	86	Definition
	87	Application=20 of Part
	88	Registration
	89	Effect=20 of registration
	90	Injunction
	91	Cancellation=20 by registrar
	92	Other=20 remedies not affected
	93	Offences
Part=20 11 =E2=80=94 General
	94	Repealed
	94.1	Registrar=20 has no obligation to ensure accuracy or compliance
	95	Inspection=20 and copies of documents
	95.1	Remedies=20 on denial of copies
	96	Appeals
	97	Hearings
	98	Fees
	99	Power=20 to make regulations
	100	Application=20 of Act
Schedule=20 A
Schedule=20 B
Schedule=20 C

Definitions

1 In this Act:

"auditor" has = the same=20 meaning as in section 1 (1) of the Business Corporations = Act;

"business" means = an activity=20 that produces taxable income under the Income Tax Act;

"bylaws" means = the bylaws of=20 a society;

"commission" means the=20 Financial Institutions Commission established under the Financial=20 Institutions Act;

"constitution" means

(a) the constitution established = for a=20 society under this or the former Act, and

(b) with respect to a society = that was=20 subject to the original Act, the declaration for incorporation of that = society,=20 or other similar document;

"court" means = the Supreme=20 Court;

"debenture" has = the same=20 meaning as in the Business Corporations Act;

"debt = obligation" means a=20 bond, debenture, note or other similar obligation, whether secured or = unsecured,=20 of a society;

"director" includes a=20 trustee, officer, member of an executive committee and a person = occupying any=20 such position by whatever name;

"document" means = a written=20 instrument, including a notice, order, certificate, register, letter, = report,=20 return, account, summons or legal process;

"existing = society" means a=20 society to which the former Act applied and that was in existence on=20 January 5, 1978;

"extraprovincial=20 society" means a society or association, incorporated or=20 otherwise, formed outside British Columbia, and includes a branch of = that=20 society or association, but does not include a society or association,=20 incorporated or otherwise, formed to acquire profit or gain or that has = a=20 capital divided into shares;

"filed" has the = same meaning=20 as in the Business Corporations Act, and, for that purpose, = section 408=20 of that Act applies;

"former = Act" means the=20 Societies Act, S.B.C. 1947, c. 82, the Societies Act, = R.S.B.C.=20 1948, c. 311, or the Societies Act, R.S.B.C. 1960, c. = 362;

"member" means

(a) an applicant for = incorporation of a=20 society who has not ceased to be a member, and

(b) every other person who = becomes and=20 remains a member in accordance with the bylaws;

"mortgage" includes a=20 secured debt obligation;

"ordinary=20 resolution" means

(a) a resolution passed in a = general meeting=20 by the members of a society by a simple majority of the votes cast in = person or,=20 if proxies are allowed, by proxy,

(b) a resolution that has been = submitted to=20 the members of a society and consented to in writing by 75% of the = members who=20 would have been entitled to vote on it in person or by proxy at a = general=20 meeting of the society, and a resolution so consented to is deemed to be = an=20 ordinary resolution passed at a general meeting of the society, = or

(c) if a society has adopted a = system of=20 indirect or delegate voting or voting by mail, a resolution passed by a = simple=20 majority of votes cast in respect of the resolution;

"original = Act" means the=20 Societies Act, S.B.C. 1920, c. 83, the Societies Act, = R.S.B.C.=20 1924, c. 236, or the Societies Act, R.S.B.C. 1936, c. = 265;

"registrar" means the=20 Registrar of Companies;

"reporting = society" means a=20 society that

(a) is, by its bylaws or by an = ordinary=20 resolution filed with the registrar, declared to be a reporting = society,

(b) is carrying on insurance = business as=20 defined in the Financial Institutions Act,

(c) requires a consent under = section 2 (1)=20 (a), (b) or (d) or section 20 as a condition precedent to incorporation = or=20 changing its constitution,

(d) is ordered to be a reporting = society=20 under section 38,

(e) is a holding corporation for = the=20 purposes of the Business Corporations Act, or

(f) became an amalgamated = society after=20 January 4, 1978 if one of the amalgamating societies was, at the time of = the=20 amalgamation, a reporting society,

unless the registrar under the = regulations=20 orders that it is not a reporting society;

"society" means = a society=20 incorporated under this Act, and includes an existing society;

"special=20 resolution" means

(a) a resolution passed in a = general meeting=20 by a majority of not less than 75% of the votes of those members of a = society=20 who, being entitled to do so, vote in person or, if proxies are allowed, = by=20 proxy

(i) of which the notice that = the bylaws=20 provide, and not being less than 14 days' notice, specifying the = intention to=20 propose the resolution as a special resolution has been given, = or

(ii) if every member = entitled to attend=20 and vote at the meeting agrees, at a meeting of which less than 14 days' = notice=20 has been given,

(b) a resolution consented to in = writing by=20 every member of a society who would have been entitled to vote on it in = person=20 or, if proxies are allowed, by proxy at a general meeting of the = society, and a=20 resolution so consented to is deemed to be a special resolution passed = at a=20 general meeting of the society,

(c) if a society has adopted a = system of=20 indirect or delegate voting or voting by mail, a resolution passed by at = least=20 75% of the votes cast in respect of the resolution, or

(d) an extraordinary resolution = passed=20 before January 5, 1978;

"subscription" includes a=20 fee, due, assessment or other similar sum payable by a member under the=20 bylaws;

"subsidiary" has = the same=20 meaning as in the Business Corporations Act.

Part = 1 =E2=80=94 Incorporation

Purposes

2 (1) A society may be incorporated under this = Act for=20 any lawful purpose or purposes such as national, patriotic, religious,=20 philanthropic, charitable, provident, scientific, fraternal, benevolent, = artistic, educational, social, professional, agricultural, sporting or = other=20 useful purposes, but not for any of the following:

(a) the operation of a boarding = home,=20 orphanage or other institution for minors, or the supplying of any other = form of=20 care for minors without the written consent of the director designated = under the=20 Child, Family and Community Service Act for the purposes of = this=20 section;

(b) the ownership, management or = operation=20 of a hospital without the written consent of the minister responsible = for the=20 administration of the Hospital Act;

(d) the purpose of paying = benefits or=20 rendering services as described in section 14 without the written = consent of the=20 commission;

(e) any purpose without the = consent of an=20 existing society should the registrar require it;

(f) the purpose of carrying on a = business,=20 trade, industry or profession for profit or gain.

(2) Carrying on a business, = trade, industry=20 or profession as an incident to the purposes of a society is not = prohibited by=20 this section, but a society must not distribute any gain, profit or = dividend or=20 otherwise dispose of its assets to a member of the society without = receiving=20 full and valuable consideration except during winding up or on = dissolution and=20 then only as permitted by section 73.

Procedure for incorporation

3 (1) Five or more persons may form a society = by

(a) filing with the = registrar

(i) an original, signed by = all=20 applicants, and a copy of the constitution and bylaws of the proposed = society in=20 the form established by the registrar,

(ii) a list, in the form = established by=20 the registrar, of persons who will be the first directors of the = society,=20 stating their full names and resident addresses, and

(iii) a notice of the = address of the=20 proposed society in the form established by the registrar, and

(b) submitting to the registrar, = with the=20 documents referred to in paragraph (a), the prescribed fee.

(2) If the purposes of the = proposed society=20 do not appear to the registrar to be authorized by this Act or to be=20 sufficiently set out, the registrar may require, as a prerequisite to=20 incorporation, that they be altered accordingly.

(3) If

(a) no consent is required by = law as a=20 condition precedent to incorporation or the use of a name, or the = consent has=20 been obtained,

(b) the constitution of the = proposed society=20 appears to the registrar to comply with this Act,

(c) the name of the proposed = society is=20 reserved under Division 2 of Part 2 of the Business Corporations = Act as=20 it applies for the purposes of this Act, and

(d) a prerequisite under = subsection (2) has=20 been fulfilled,

the registrar must incorporate the = society by=20 issuing a certificate showing that the society is incorporated.

(4) On incorporation of a = society, the=20 registrar must

(a) retain and register one copy = of the=20 constitution and bylaws and return the other copy to the applicants, = certified=20 as having been registered by the registrar, and

(b) publish a notice of the = incorporation in=20 the prescribed manner.

(5) A certificate of = incorporation given by=20 the registrar for a society is conclusive proof that the requirements of = this=20 Act in respect of incorporation have been complied with and that the = society is=20 incorporated under this Act.

(6) Division 2 of Part 2 of the = Business=20 Corporations Act applies in respect of the name of

(a) a society that is or may be = incorporated=20 under this Act, or

(b) an extraprovincial society = that is or=20 may be registered under this Act.

Effect of incorporation

4 (1) From the date of the certificate of = incorporation,=20 the members of a society are members of a corporation

(a) with the name contained in = the=20 certificate,

(b) having perpetual = succession,

(d) with the powers and capacity = of a=20 natural person of full capacity as may be required to pursue its=20 purposes.

(2) The powers referred to in = subsection (1)=20 include but are not limited to the following powers:

(a) to buy, sell, exchange, = develop and=20 mortgage property;

(b) to borrow money and give = security for it=20 and secure or purchase money obligations;

(d) to receive and make = gifts;

(e) to enter contracts and = leases;

(f) to employ persons;

(g) to belong to other societies = or=20 associations, whether or not incorporated, with similar purposes or = purposes=20 beneficial to the society.

(3) A society may sue and be = sued, contract=20 and be contracted with, in its corporate name.

(4) A certificate issued by the = president,=20 secretary or a director of a society stating that the intended exercise = by the=20 society of a power described in the certificate is for a purpose of the = society=20 stated or summarized in the certificate is, as between the person to = whom the=20 certificate is issued and any other person, including the society, and = past,=20 present and future members or creditors of the society, conclusive proof = of the=20 truth of the matters set out in the certificate if the person to whom = the=20 certificate is issued acts on it in good faith and within a reasonable=20 time.

Liability of members

5 A member of a society is not, in the member's = individual=20 capacity, liable for a debt or liability of the society.

Bylaws

6 (1) The bylaws of a society incorporated = under this=20 Act must contain provisions for the following:

(a) the admission of members, = their rights=20 and obligations and when they cease to be in good standing;

(b) the conditions under which = membership=20 ceases and the manner, if any, in which a member may be = expelled;

(d) the rights of voting at = general=20 meetings, whether proxy voting is allowed, and if proxy voting is = allowed,=20 provisions for it;

(e) the appointment and removal = of directors=20 and officers and their duties, powers and remuneration, if any;

(f) the exercise of borrowing=20 powers;

(g) the preparation and custody = of minutes=20 of meetings of the society and directors.

(2) Subject to subsection (1), = the bylaws of=20 a society may be in the form of Schedule B or a modified form or another = form=20 altogether.

Voting

7 (1) A voting member of a society has only = one vote,=20 and, despite any contrary provision in the bylaws, may exercise that = vote on=20 every matter without restrictions.

(2) A society may have non-voting = members but=20 their number must not exceed the number of voting members.

(3) The registrar may, by order, = and on the=20 terms and conditions the registrar considers appropriate

(a) [Repealed = 2004-27-4.]

(b) exempt a society or class of = societies=20 from the limitation on the number of non-voting members in=20 subsection (2).

(4) [Repealed 2004-27-4.]

(5) Subject to the bylaws, a = person under the=20 age of 19 years

(a) may be admitted as a member = of a=20 society,

(b) may be appointed to an = office in the=20 society, and

(6) Subject to the bylaws, a = corporation=20 admitted to membership in a society may be represented by a person = authorized on=20 behalf of the corporation.

No share capital

8 A society must not have a capital divided into=20 shares.

Interest not transferable

9 Except as provided in the bylaws, the interest of = a member=20 in a society is not transferable.

1	(1)	In these bylaws, unless the context otherwise=20 requires:
		"directors" means the directors of = the=20 society for the time being;
		*"Society Act"* means the=20 Society Act of British Columbia from time to time in = force and=20 all amendments to it;
		"registered address" of a member = means the=20 member's address as recorded in the register of members.
	(2)	The definitions in the Society Act on the = date=20 these bylaws become effective apply to these bylaws.
2	Words importing the singular include = the plural=20 and vice versa, and words importing a male person include a female = person=20 and a corporation.

Part 2 =E2=80=94 = Membership

3	The members of the society are the = applicants for=20 incorporation of the society, and those persons who subsequently = become=20 members, in accordance with these bylaws and, in either case, have = not=20 ceased to be members.
4	A person may apply to the directors for = membership in the society and on acceptance by the directors is a=20 member.
5	Every member must uphold the = constitution and=20 comply with these bylaws.
6	The amount of the first annual = membership dues=20 must be determined by the directors and after that the annual = membership=20 dues must be determined at the annual general meeting of the=20 society.
7	A person ceases to be a member of the=20 society
		(a)	by delivering his or her resignation in writing to = the=20 secretary of the society or by mailing or delivering it to the = address of=20 the society,
		(b)	on his or her death or, in the case of a = corporation, on=20 dissolution,
		(c)	on being expelled, or
		(d)	on having been a member not in good standing for 12 = consecutive months.
8	(1)	A member may be expelled by a special = resolution=20 of the members passed at a general meeting.
	(2)	The notice of special resolution for = expulsion=20 must be accompanied by a brief statement of the reasons for the = proposed=20 expulsion.
	(3)	The person who is the subject of the = proposed=20 resolution for expulsion must be given an opportunity to be heard = at the=20 general meeting before the special resolution is put to a = vote.
9	All members are in good standing except = a member=20 who has failed to pay his or her current annual membership fee, or = any=20 other subscription or debt due and owing by the member to the = society, and=20 the member is not in good standing so long as the debt remains=20 unpaid.

Part 3 =E2=80=94 Meetings of = Members

10	General meetings of the society must be = held at=20 the time and place, in accordance with the Society Act, = that the=20 directors decide.
11	Every general meeting, other than an = annual=20 general meeting, is an extraordinary general meeting.
12	The directors may, when they think fit, = convene=20 an extraordinary general meeting.
13	(1)	Notice of a general meeting must specify the place, = day and=20 hour of the meeting, and, in case of special business, the general = nature=20 of that business.
	(2)	The accidental omission to give notice of a meeting = to, or=20 the non-receipt of a notice by, any of the members entitled to = receive=20 notice does not invalidate proceedings at that meeting.
14	The first annual general meeting of the = society=20 must be held not more than 15 months after the date of = incorporation and=20 after that an annual general meeting must be held at least once in = every=20 calendar year and not more than 15 months after the holding of the = last=20 preceding annual general meeting.

Part 4 =E2=80=94 Proceedings at General=20 Meetings

15	Special business is
		(a)	all business at an extraordinary = general meeting=20 except the adoption of rules of order, and
		(b)	all business conducted at an annual = general=20 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=20 conducted at an annual general meeting, or business that is = brought under=20 consideration by the report of the directors issued with the = notice=20 convening the meeting.
16	(1)	Business, other than the election of a = chair and=20 the adjournment or termination of the meeting, must not be = conducted at a=20 general meeting at a time when a quorum is not present.
	(2)	If at any time during a general meeting = there=20 ceases to be a quorum present, business then in progress must be = suspended=20 until there is a quorum present or until the meeting is adjourned = or=20 terminated.
	(3)	A quorum is 3 members present or a = greater number=20 that the members may determine at a general meeting.
17	If within 30 minutes from the time = appointed for=20 a general meeting a quorum is not present, the meeting, if = convened on the=20 requisition of members, must be terminated, but in any other case, = it must=20 stand adjourned to the same day in the next week, at the same time = and=20 place, and if, at the adjourned meeting, a quorum is not present = within 30=20 minutes from the time appointed for the meeting, the members = present=20 constitute a quorum.
18	Subject to bylaw 19, the president of = the=20 society, the vice president or, in the absence of both, one of the = other=20 directors present, must preside as chair of a general = meeting.
19	If at a general meeting
		(a)	there is no president, vice president = or other=20 director present within 15 minutes after the time appointed for = holding=20 the meeting, or
		(b)	the president and all the other = directors present=20 are unwilling to act as the chair,
	the members present must choose one of = their=20 number to be the chair.
20	(1)	A general meeting may be adjourned from = time to=20 time and from place to place, but business must not be conducted = at an=20 adjourned meeting other than the business left unfinished at the = meeting=20 from which the adjournment took place.
	(2)	When a meeting is adjourned for 10 days = or more,=20 notice of the adjourned meeting must be given as in the case of = the=20 original meeting.
	(3)	Except as provided in this bylaw, it is = not=20 necessary to give notice of an adjournment or of the business to = be=20 conducted at an adjourned general meeting.
21	(1)	A resolution proposed at a meeting need = not be=20 seconded, and the chair of a meeting may move or propose a=20 resolution.
	(2)	In the case of a tie vote, the chair = does not=20 have a casting or second vote in addition to the vote to which he = or she=20 may be entitled as a member, and the proposed resolution does not=20 pass.
22	(1)	A member in good standing present at a = meeting of=20 members is entitled to one vote.
	(2)	Voting is by show of hands.
	(3)	Voting by proxy is not = permitted.
23	A corporate member may vote by its = authorized=20 representative, who is entitled to speak and vote, and in all = other=20 respects exercise the rights of a member, and that representative = must be=20 considered as a member for all purposes with respect to a meeting = of the=20 society.

Part 5 =E2=80=94 Directors and = Officers

24	(1)	The directors may exercise all the = powers and do=20 all the acts and things that the society may exercise and do, and = that are=20 not by these bylaws or by statute or otherwise lawfully directed = or=20 required to be exercised or done by the society in a general = meeting, but=20 subject, nevertheless, to
		(a)	all laws affecting the society,
		(b)	these bylaws, and
		(c)	rules, not being inconsistent with these bylaws, = that are=20 made from time to time by the society in a general = meeting.
	(2)	A rule, made by the society in a = general meeting,=20 does not invalidate a prior act of the directors that would have = been=20 valid if that rule had not been made.
25	(1)	The president, vice president, = secretary,=20 treasurer and one or more other persons are the directors of the=20 society.
	(2)	The number of directors must be 5 or a = greater=20 number determined from time to time at a general = meeting.
26	(1)	The directors must retire from office = at each=20 annual general meeting when their successors are = elected.
	(2)	Separate elections must be held for = each office=20 to be filled.
	(3)	An election may be by acclamation, = otherwise it=20 must be by ballot.
	(4)	If a successor is not elected, the = person=20 previously elected or appointed continues to hold = office.
27	(1)	The directors may at any time and from = time to=20 time appoint a member as a director to fill a vacancy in the=20 directors.
	(2)	A director so appointed holds office = only until=20 the conclusion of the next annual general meeting of the society, = but is=20 eligible for re-election at the meeting.
28	(1)	If a director resigns his or her office = or=20 otherwise ceases to hold office, the remaining directors must = appoint a=20 member to take the place of the former director.
	(2)	An act or proceeding of the directors = is not=20 invalid merely because there are less than the prescribed number = of=20 directors in office.
29	The members may, by special resolution, = remove a=20 director, before the expiration of his or her term of office, and = may=20 elect a successor to complete the term of office.
30	A director must not be remunerated for = being or=20 acting as a director but a director must be reimbursed for all = expenses=20 necessarily and reasonably incurred by the director while engaged = in the=20 affairs of the society.

Part 6 =E2=80=94 Proceedings of = Directors

31	(1)	The directors may meet at the places = they think=20 fit to conduct business, adjourn and otherwise regulate their = meetings and=20 proceedings, as they see fit.
	(2)	The directors may from time to time set = the=20 quorum necessary to conduct business, and unless so set the quorum = is a=20 majority of the directors then in office.
	(3)	The president is the chair of all = meetings of the=20 directors, but if at a meeting the president is not present within = 30=20 minutes after the time appointed for holding the meeting, the vice = president must act as chair, but if neither is present the = directors=20 present may choose one of their number to be the chair at that=20 meeting.
	(4)	A director may at any time, and the = secretary, on=20 the request of a director, must, convene a meeting of the = directors.
32	(1)	The directors may delegate any, but not = all, of=20 their powers to committees consisting of the director or directors = as they=20 think fit.
	(2)	A committee so formed in the exercise = of the=20 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=20 powers to the earliest meeting of the directors held after the act = or=20 thing has been done.
33	A committee must elect a chair of its = meetings,=20 but if no chair is elected, or if at a meeting the chair is not = present=20 within 30 minutes after the time appointed for holding the = meeting, the=20 directors present who are members of the committee must choose one = of=20 their number to be the chair of the meeting.
34	The members of a committee may meet and = adjourn=20 as they think proper.
35	For a first meeting of directors held = immediately=20 following the appointment or election of a director or directors = at an=20 annual or other general meeting of members, or for a meeting of = the=20 directors at which a director is appointed to fill a vacancy in = the=20 directors, it is not necessary to give notice of the meeting to = the newly=20 elected or appointed director or directors for the meeting to be=20 constituted, if a quorum of the directors is present.
36	A director who may be absent temporarily from = British=20 Columbia may send or deliver to the address of the society a = waiver of=20 notice, which may be by letter, telegram, telex or cable, of any = meeting=20 of the directors and may at any time withdraw the waiver, and = until the=20 waiver is withdrawn,
		(a)	a notice of meeting of directors is not required to = be sent=20 to that director, and
		(b)	any and all meetings of the directors of the = society,=20 notice of which has not been given to that director, if a quorum = of the=20 directors is present, are valid and effective.
37	(1)	Questions arising at a meeting of the = directors=20 and committee of directors must be decided by a majority of = votes.
	(2)	In the case of a tie vote, the chair = does not=20 have a second or casting vote.
38	A resolution proposed at a meeting of = directors=20 or committee of directors need not be seconded, and the chair of a = meeting=20 may move or propose a resolution.
39	A resolution in writing, signed by all = the=20 directors and placed with the minutes of the directors, is as = valid and=20 effective as if regularly passed at a meeting of=20 directors.

Part 7 =E2=80=94 Duties of = Officers

40	(1)	The president presides at all meetings = of the=20 society and of the directors.
	(2)	The president is the chief executive = officer of=20 the society and must supervise the other officers in the execution = of=20 their duties.
41	The vice president must carry out the = duties of=20 the president during the president's absence.
42	The secretary must do the = following:
		(a)	conduct the correspondence of the = society;
		(b)	issue notices of meetings of the society and=20 directors;
		(c)	keep minutes of all meetings of the society and=20 directors;
		(d)	have custody of all records and documents of the = society=20 except those required to be kept by the treasurer;
		(e)	have custody of the common seal of the = society;
		(f)	maintain the register of members.
43	The treasurer must
		(a)	keep the financial records, including books of = account,=20 necessary to comply with the Society Act, and
		(b)	render financial statements to the directors, = members and=20 others when required.
44	(1)	The offices of secretary and treasurer = may be=20 held by one person who is to be known as the secretary = treasurer.
	(2)	If a secretary treasurer holds office, = the total=20 number of directors must not be less than 5 or the greater number = that may=20 have been determined under bylaw 25 (2).
45	In the absence of the secretary from a = meeting,=20 the directors must appoint another person to act as secretary at = the=20 meeting.

Part 8 =E2=80=94 Seal

46	The directors may provide a common seal for the = society and=20 may destroy a seal and substitute a new seal in its = place.
47	The common seal must be affixed only when = authorized by a=20 resolution of the directors and then only in the presence of the = persons=20 specified in the resolution, or if no persons are specified, in = the=20 presence of the president and secretary or president and secretary = treasurer.

Part 9 =E2=80=94 = Borrowing

48	In order to carry out the purposes of the society = the=20 directors may, on behalf of and in the name of the society, raise = or=20 secure the payment or repayment of money in the manner they = decide, and,=20 in particular but without limiting that power, by the issue of=20 debentures.
49	A debenture must not be issued without the = authorization of=20 a special resolution.
50	The members may, by special resolution, restrict = the=20 borrowing powers of the directors, but a restriction imposed = expires at=20 the next annual general meeting.

Part 10 =E2=80=94 = Auditor

51	This Part applies only if the society is required = or has=20 resolved to have an auditor.
52	The first auditor must be appointed by the = directors who=20 must also fill all vacancies occurring in the office of = auditor.
53	At each annual general meeting the society must = appoint an=20 auditor to hold office until the auditor is re-elected or a = successor is=20 elected at the next annual general meeting.
54	An auditor may be removed by ordinary = resolution.
55	An auditor must be promptly informed in writing of = the=20 auditor's appointment or removal.
56	A director or employee of the society must not be = its=20 auditor.
57	The auditor may attend general=20 meetings.

Part 11 =E2=80=94 Notices to = Members

58	A notice may be given to a member, = either=20 personally or by mail to the member at the member's registered=20 address.
59	A notice sent by mail is deemed to have = been=20 given on the second day following the day on which the notice is = posted,=20 and in proving that notice has been given, it is sufficient to = prove the=20 notice was properly addressed and put in a Canadian post office=20 receptacle.
60	(1)	Notice of a general meeting must be = given=20 to
		(a)	every member shown on the register of members on = the day=20 notice is given, and
		(b)	the auditor, if Part 10 applies.
	(2)	No other person is entitled to receive = a notice=20 of a general meeting.

Part 12 =E2=80=94 Bylaws

61	On being admitted to membership, each member is = entitled=20 to, and the society must give the member without charge, a copy of = the=20 constitution and bylaws of the society.
62	These bylaws must not be altered or added to except = by=20 special resolution.

Schedule C

SOCIETY = ACT

Table of = Fees

		$
1	For incorporation, amalgamation or restoration of a = society	100.00
2	For filing a notice, list, return or other document = required by this Act.	15.00
3	For a certificate of true copy or extract	25.00
4	For each search conducted through the B.C. OnLine=20 information service using a person's own computer terminal	7.00*
5	For each search conducted by a person using a = computer=20 terminal provided by the government	8.00*
6	For each search conducted by government = personnel	10.00
7	Item 6 does not apply to a search made as part of = the=20 review by the registrar of an application to hold or reserve a = name.
8	For registration, amalgamation or restoration of an = extraprovincial society	100.00
9	For a copy of, or extract from, a document, for = every page=20 or part of a page	.50
10	For changing the name or registering a change of = name of an=20 extraprovincial society	50.00
11	For filing an annual report	25.00
12	For applying for registration under Part 10	300.00
13	For priority service when offered, except the = filing of=20 encumbrances	100.00
14	For pre-vetting of documents to be filed with the=20 registrar	100.00
15	For filing and certification of resolutions as = required by=20 this Act	50.00
* In addition to a fee marked by an asterisk, a = further=20 operator fee of $1.50, plus any tax imposed under Part IX = [Goods and=20 Services Tax] of the Excise Tax Act (Canada) = applicable to=20 the operator fee, may be charged for any transaction done by = electronic=20 means from a location outside a government office or at a = government=20 office by a person who is not a government = employee.

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