Prince George Pride Society Constitution and Bylaws
Constitution
The name of the society is Prince George Pride Society
The purpose(s) of the society (are):
1. To celebrate Two Spirited, Lesbian, Gay, Bisexual, Transgender, Queer/Questioning, Intersex, Asexual/Agender, and any additional identity communities not otherwise listed (2SLGBTQIA+), and other supportive or affiliated groups, in and through culturally appropriate educational activities and festivities throughout the year.
2. To continuously promote the self-awareness, celebrate the achievements, the visibility, and the diversity of the above communities in partnership with all stakeholders and allies.
Bylaws
HERE SET OUT IN NUMBERED CLAUSES, THE BYLAWS OF THE PRINCE GEORGE
PRIDE SOCIETY
Article A – Interpretation
1. The definitions in the British Columbia Societies Act and Societies Act Societies Regulation on the date these bylaws become effective apply to these bylaws. Words importing the singular include the plural and vice versa.
2. “PGPS” means Prince George Pride Society
3. “Organization” means a legal or commercial entity, which includes a corporation, society, foundation, partnership, or association.
4. “Member in Good Standing” and “Member” means a registered person or organization that has paid their current annual membership dues and has no debt outstanding to the PGPS beyond 29 days if applicable).
5. “Member not in Good Standing” means a member owing the PGPS a debt for 30 days or more.
6. “Director” means a member of the Board of the PGPS that has been elected or appointed by the Members or the Board of Directors.
7. “Board Executive” means President, Vice President, Treasurer, Secretary, that have all been elected or appointed by the PGPS Board.
8. “Board of Directors” and “Board” refer to both the Directors and the members of the Board Executive.
9. “Society” means the Prince George Pride Society.
10. “Societies Act” means the Societies Act of the Province of British Columbia.
11. “Member’s Address” means the preferred contact address of a member as recorded in the Registry
of Members and may be either a mailing address or an e-mail address.
12. “PGPS Registered Address” means the registered address of the PGPS head office.
13. “Two Spirit” person means someone who is Gay, Lesbian, Bisexual, Transgender or Transsexual and refers to people who are of Indigenous ancestry.
14. “2SLGBTQIA+” means Two Spirited, Lesbian, Gay, Bisexual, Transgender, Queer/Questioning, Intersex, Asexual/Agender, and any other affiliated groups.
15. “Allies” means all other people and organizations that support 2SLGBTQIA+.
16. “Stakeholder” means an individual, group, government entity, or organization with an interest in the success of PGPS in fulfilling its mandate and maintaining the viability of the PGPS services to the 2SLGBTQIA+ community.
17. “AGM” means an annual general meeting of the Members.
18. “SGM” means Special General Meeting, and extra-ordinary meeting of the Members other than the AGM.
19. “Gender Parity” means that the PGPS acknowledges the diversity of the 2SLGBTQIA+ community and commits to having a diverse Board of Directors that best reflects the 2SLGBTQIA+ community and its allies.
Article B – Membership
20. The Members are the applicants for the incorporation of the PGPS, and those persons and organizations who subsequently have become Members. All subsequent applicants for membership who have met the criteria set within these bylaws shall be called a member until such time that they cease to be a member under the clauses set within these bylaws.
21. A person or organization may apply to the PGPS for membership and on acceptance by the Directors shall become a member.
22. Every member shall uphold the constitution of the PGPS and comply with these bylaws and all laws of British Columbia and the Government of Canada which govern the PGPS.
23. There are two categories of membership: a. Individual Members, and b. Organizations.
24. An organization that has joined the PGPS shall appoint one representative for the purpose of voting at an SGM or an AGM. The representative shall carry a single vote for the entire organization.
25. The membership dues shall be determined by the Directors on a yearly basis, dues are due each January 1st, and shall be prorated for each full month.
26. A person shall cease to be a Member of the PGPS:
- by delivering their resignation in writing to the Secretary of the PGPS or by mailing or delivering it to the PGPS Registered Address,
- on their death or in the case of a corporation, upon dissolution,
- if they are a Member not in Good Standing for 6 consecutive months,
- on being expelled.
27. Member may be expelled by a special resolution of the Members passed at an AGM or SGM:
- the notice of special resolution for expulsion shall be accompanied by a brief statement of the reason or reasons for the proposed expulsion,
- the person or organization who is the subject of the proposed resolution for expulsion shall be given an opportunity to be heard at the AGM or SGM before the vote is called on the special resolution,
- all expulsions are for a period of 3 calendar years from the date of expulsion after which said person or organization may reapply for membership with the PGPS.
28. All Members are Members in Good Standing except:
- where a member owes any debt to the PGPS which has been outstanding for greater than 30 days, the Member is not in good standing,
- a Member not in Good Standing for one year will be removed from the Registry of Members and barred from membership so long as the debt is owing,
- a Member not in Good Standing who settles the outstanding debt with the PGPS is then
considered a Member in Good Standing,
- Members not in Good Standing are ineligible to vote at AGM, SGM, or subcommittee meetings.
- Members not in Good Standing may not serve on PGPS committees or represent the society in any way.
29. With the exception of a member who has been expelled from the PGPS, any Member whose membership has ceased may immediately reapply to become a Member of the PGPS after all outstanding debts have been settled.
30. A Members access to PGPS records is limited to the following:
- the records required to be kept by the PGPS pursuant to s. 20(1) of the Societies Act, and
- the minutes of each meeting of Directors.
31. Unless otherwise arranged between the sender and the recipient, delivery of records to Members shall be deemed to have occurred if made available for pick-up at the Society’s registered office, or has been sent to the members address as listed in the Registry of Members.
Article C - Meetings of Members
32. All AGM and SGM of the PGPS shall be held at the time and place, in accordance with the Societies Act, that the Directors decide. Said place must be within the city limits of the City of Prince George.
33. Every general meeting of the membership, other than an AGM, is an SGM.
34. The Directors may, when they think fit, convene an SGM.
35. Notices of AGM and SGM shall specify the place, day, and hour of the meeting; and in case of special business, the general nature of that business. Notice of an AGM and SGM will:
- be posted on all PGPS social media accounts,
ii. be communicated to members via written notice to the Member’s address as listed in the Registry of Members; and
iii. be communicated to Members not less than fourteen (14) days prior to the scheduled meeting date as per the Societies Act.
- The accidental omission to give notice of a meeting to, or the nonreceipt of a notice by, any of the Members entitled to receive notice does not invalidate proceedings at that meeting.
- The AGM shall be held at least once in every calendar year and not more than 15 months after the holding of the preceding AGM in accordance with the Societies Act of BC.
36. Attendance and participation by a Member at a general meeting may occur, in the discretion of the Board, by electronic means in which case the Member shall be deemed to be present at the general meeting. Should the Board in its discretion allow for Members to attend and participate at a general meeting by electronic means, the method for access, attendance, and participation electronically at a particular general meeting shall be provided to the Members in the Notice sent to the Members for that general meeting.
Article D - Proceedings at General Meetings
37. All business of the PGPS may be transacted at an AGM and a SGM except the following, which may
only be transacted at an AGM:
- the adoption of rules of order,
- the consideration of financial statements,
- the report of the Directors,
- the report of the auditor, if any,
- the appointment of an auditor, if required, the election of Directors and Board Executive,
- the ratification by membership of any changes to the Bylaws or Constitution made by the sitting Board.
38. Voting on matters at an AGM or SGM may occur by any one or more of the following means, in the discretion of the Board:
-by show of hands or voting cards,
- by roll call vote,
- by written ballot, or
- by vote conducted by electronic means.
39. Voting by proxy shall not be permitted at an AGM or SGM.
40. No business, other than the election of a Chair and the adjournment or termination of the meeting, shall be conducted at an AGM or SGM at a time when a quorum is not present.
41. A quorum is 10% of the PGPS Individual Members at the time of the meeting unless the PGPS has less than 30 members, in which case then the quorum shall be three (3) members, in addition to three (3) Directors, of which one must be an Executive Director.
42. If, at any time during a general meeting, there ceases to be a quorum of voting members in attendance, business then in progress must be suspended until there is a quorum in attendance or until the meeting is adjourned or terminated.
43. If within 30 minutes from the time appointed for a SGM a quorum is not present, the meeting:
- if convened on the requisition of Members, shall be terminated,
- if in any other case, it shall stand adjourned to the same day in the next week, at the same time, at a location to be announced by the Board via social media within 24 hours, and if at the adjourned meeting, a quorum is not present within 30 minutes from the time appointed for the meeting, the meeting shall be terminated,
- if the meeting is terminated, said written notice shall be maintained by the Chairs of the Board of Directors and submitted with the Co-Chairs’ report at the next AGM.
44. Either the President or Vice President shall typically preside as Chair of the meeting, however another Executive Director can be designated as chair in the written Notice to Members for the meeting. If after 15 minutes the advertised time for the commencement of said meeting the designated Chair remains absent, the Directors present shall choose a Director to be Chair of the meeting. If no Director is willing or available to be Chair of the meeting, the meeting is terminated.
45. An AGM or SGM may be adjourned from time to time and from place to place, but no business shall be transacted at an adjourned AGM or SGM other than the business left unfinished at the AGM or SGM from which the adjournment took place.
46. When an AGM or SGM is adjourned for 10 days or more, notice of the adjourned meeting shall be given as in the case of the original AGM or SGM. Except as provided in this article, it is not necessary to give notice of an adjournment or of the business to be transacted at an adjourned AGM or SGM.
47. No resolution proposed at an AGM or SGM need to be seconded and the Chair of said AGM or SGM may move or propose a resolution.
48. Members who become Members less than 60 days prior to an AGM or SGM cannot vote at the said AGM or SGM.
49. A simple majority of votes of Members present shall be sufficient to pass any ordinary resolution.
50. Two-thirds of votes of Members present shall be sufficient to pass any special resolution.
51. In case of an equality of votes for an ordinary resolution, the Chair shall have a casting vote but, in acting as Chair, does not otherwise have the right to vote as a Member.
Article E – Nomination
52. Members interested in being on the Board of Directors of the PGPS must have been a Member in Good Standing for at least one calendar year, declare their intent, and be nominated by a member who has been a member for no less than 30 days. They must submit a completed application and sign a declaration of eligibility before or at a Meeting for Nominations which will be held no less than 20 days prior to the AGM.
53. PGPS shall prepare and maintain a Directors Orientation Package that would be given to Members upon submission of their nomination to be a director.
54. Members of the Nomination Committee will review the applications for Board of Directors membership, to ensure each candidate meets criteria outlined in Terms of Reference for each position.
55. Members are ineligible for candidacy for any position of Director or Board Executive Member of the PGPS for the initial calendar year following their acceptance as a member.
56. Notice of the Nomination Meeting shall be communicated to Members not less than ten days prior to the scheduled meeting date.
57. The Nominations Committee shall be composed of one Director who shall act as Chair and no less than 3 Members.
58. A member is ineligible to be on the Nominations Committee if they accept a nomination for a Board position, have an immediate family member who is a nominee or who shares a residence with a nominee.
59. A Member who has been elected or appointed to a Board position who has a criminal record that is less than 5 years old for which a pardon has not been granted is automatically ineligible for a position as a Board member and is immediately removed from the Board but may remain a Member in Good Standing.
60. The Board Executive position of Treasurer cannot be held by a person with court records that contain judgments indicating financial bankruptcy within the previous 7 years.
61. Members who are in an un-discharged bankruptcy are ineligible for candidacy for any Director or Board Executive position.
62. Any ballot received upon which more votes have been recorded than the number of vacancies on the Board Executive shall be declared a spoiled ballot and will be disregarded in the election tally.
63. The nominations and elections administration process are to be conducted by the Nominations Committee, a sub-committee appointed by the Board of Directors, which shall provide a report at the AGM or SGM that includes:
- a listing of vacant Director positions,
- a listing of all nominees and their biographical information as provided in their nomination application,
- a report on the diversity of the existing Directors and nominees.
64. All Members who have successfully been elected to a Director or Board Executive position are entitled to have the cost of their criminal record and court search reimbursed upon submission of receipts to the Board.
65. All persons nominated for a director or Board Executive position are required to submit before or at the Nomination Meeting a short autobiography of 400 words or less, which includes a description of the skills the nominee possesses to fulfill the requirements of the position.
66. No more than one of the Directors of PGPS may be a Youth Director, aged 16 or 17.
Article F - Board of Directors
67. The Board of Directors may exercise all powers and do all the acts and things that the PGPS 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 PGPS in an AGM or SGM but subject, nevertheless, to:
- all laws affecting the PGPS.
- these bylaws: and rules, not being inconsistent with these bylaws, which are made from
time to time by the PGPS during an AGM or SGM.
68. No rule, made by the PGPS during an AGM or SGM invalidates a prior act of the Board of Directors that would have been valid if that rule had not been made.
69. The President, Vice President, Secretary, Treasurer, and up to five other persons shall comprise the Board of Directors. Additional positions may include Volunteer Coordinator, Events Coordinator, Youth Advocate and two members at large.
70. The Board of Directors must attempt to adhere to Gender Parity.
71. All terms of office will be approximately 2 years, from AGM to AGM.
72. If a President resigns or is unable to finish their term, the sitting Vice President will step up to the position of President. In this case, or in the case that a Vice President resigns or is unable to finish their term, an interim Vice President will be appointed by the board and will serve out the remaining term.
73. Terms will expire at the adjournment of the Annual General Meeting.
74. Separate votes shall be held for each Board position to be filled.
75. The Directors may at any time and from time to time appoint a member who has preferably been a member for not less than one calendar year, as a Director to fill a vacancy. If no candidate is available or willing, the Board may choose a member based on its discretion.
76. An appointed Director’s term shall expire at the end of the original Director’s term of office.
77. A Director may, by special resolution, be removed from their position before the expiration of their term of office. Said special resolution shall be accompanied by a brief statement of the reason or reasons for the proposed removal. - "special resolution" means. (a) a resolution passed in a general meeting by a majority of not less than 75% of the votes of those members of a society who, being entitled to do so, vote in person or, if proxies are allowed, by proxy. Per BC Society Act
78. The Director who is the subject of the proposed resolution for removal from office shall be given an opportunity to speak at the AGM or SGM prior to debate on the motion to which the special resolution is to be debated.
79. A Director who is removed from office is ineligible for reappointment or re-election for a period of five years.
80. If a resolution to call an SGM is passed within 60 days before the future scheduled date of an SGM or AGM, the proposed resolution shall be heard at that future scheduled meeting.
81. If the resolution to call a SGM is passed within 90 days of the fiscal year end, the proposed resolution shall be heard at the AGM.
82. A Director may be removed, for cause, by a two-thirds resolution by the Board of Directors. Cause includes a. missing three consecutive Director meetings, without leave of absence, or b. abusive, harassment or inappropriate behavior.
83. A person will cease to be a director:
- by delivering their resignation in writing to the Secretary or upon delivery to the PGPS
Registered Address,
- or in the case of a corporation, dissolution,
- upon accepting any salaried position with the PGPS,
- upon being a Member not in Good Standing,
- upon death.
84. No Director or member of the Board Executive shall be remunerated for being or acting on behalf of the PGPS either as a Director or as a contractor or for the provision of other services but shall be reimbursed for all expenses necessarily and reasonably incurred while engaged in the affairs of the PGPS.
Article G - Proceedings of the Board of Directors
85. The Board may meet at the places they think fit to dispatch business, adjourn and or regulate their meetings and proceedings, as they see fit which includes having a meeting by teleconference and/or video conference.
86. To conduct PGPS business at a meeting other than an AGM or SGM, the quorum of Directors present is four (4) Directors including no less than two (2) members of the Board Executive.
87. The President or Vice President shall chair all meetings of the Board, but if at a meeting the President or Vice President is not present within 15 minutes after the time appointed for holding the meeting, one of the remaining Executive Directors shall act as chair.
88. The first meeting of the Board shall be held immediately following the election of a Director or member of the Board Executive at an AGM or SGM.
89. If at a Board meeting a director is appointed to fill a vacancy on the Board, it is not necessary to have given notice of the meeting to the newly elected or appointed Director for the meeting to be duly constituted where a quorum of the Board is present.
90. A Director who may be absent temporarily from British Columbia may send or deliver to the PGPS Registered Address a waiver of notice, which may be by letter or email, of any meeting of the Board and may at any time withdraw the waiver, and until the waiver is withdrawn,
- no notice of meeting of directors shall be sent to that director; and
- all meetings of the Board, notice of which has not been given to that Director shall, if a
quorum of the Board is present, be valid and effective.
91. Questions arising at a Board meeting shall be decided by a majority of votes of those present.
92. In case of an equality of votes at a Board meeting, the Chair has the deciding vote.
93. No resolution proposed at a Board meeting need be seconded and the Chair of a meeting may move or propose a resolution.
94. A resolution in writing, signed by all the directors and placed with the minutes of the Board meeting is as valid and effective as if regularly passed at a Board meeting.
95. The Board may delegate any, but not all, of their authority to subordinate committees (hereinafter
called “sub-committees”) as they think fit.
- a sub-committee formed by the Board shall conform to any rules imposed on it by the Board and shall report every act in exercise of that authority to the earliest meeting of the Board to be held after the sub-committee’s delegated business has been done.
- the Chair of a sub-committee meeting is the Director or member of the Board Executive
appointed to that position by the Board,
- quorum for a sub-committee meeting to conduct business is never less than the appointed subcommittee Chair, excepting:
- if at a sub-committee meeting the Chair that is appointed by the Board is not present within 30 minutes after the time scheduled for holding said meeting, any other Directors and members of the Board Executive present who are members of the sub-committee shall choose one of their number to be Chair of said meeting. If after 30 minutes no Chair is available, the meeting will be adjourned.
- the members of a sub-committee may meet and adjourn as they think proper.
Article H - Duties of the Board Executive
96. The Board Executive consists of 4 positions, President, Vice President, Treasurer and Secretary. All of these positions must be filled at all times. The PGPS Board is a governance board, and therefore is responsible for the governance of the Prince
George Pride Society.
97. Staff appointed to an Executive Director position are responsible for day-to-day operations of the PGPS but reports to the Board Executive.
98. The President and Vice President will:
- chair of all AGM, SGM, and meetings of the Board of the PGPS,
- supervise the other members of the Board Executive and Directors in the execution of their duties,
- act as the public face of the Prince George Pride Society,
- execute agreements and legal instruments together with the other members of the Board Executive as permitted and required by law,
- the President or Vice President may delegate, on a temporary basis, their duties to other
members of the Board, or to PGPS employees or contractors.
99. The Secretary will:
- be responsible for conducting the correspondence of the PGPS Board.
- issue notices of meetings of the PGPS and Board of Directors,
- keep minutes of all meetings of the PGPS and Board of Directors,
- have custody of all records and documents of the PGPS except those required to be kept by the Treasurer,
- have custody of the Seal of the PGPS, and
- act as the PGPS Privacy Officer.
100. The Treasurer will:
- be responsible for keeping the financial records of the PGPS including books of account as necessary to comply with the Societies Act,
- render financial statements to the Board of Directors or when requested by Directors and members of the Board Executive and as required by law to Members and other entities.
101. In the absence of the Secretary from any AGM, SGM, Board of Directors, or sub-committee meeting of the PGPS, the directors, and any members of the Board Executive present shall appoint another Member or paid employee to act as Secretary of said meeting.
Article I - Seal
102. The Board of Directors may decide to provide for, destroy or substitute a common Seal for the PGPS, hereinafter referred to as the “Seal”.
103. Only the Board of Directors may authorize the use of the Seal, including who may use the Seal. The Board will validate its authorization for use of the Seal in an ordinary resolution.
Article J - Borrowing
104. The Board of Directors may raise or secure the payment or repayment of money in the manner they decide, including (but without limiting) issuing debentures.
105. No debenture shall be issued without the sanction of a special resolution by the Members at an AGM or SGM.
Article K - Auditor
106. PGPS will prepare audited financial statements each year.
107. The Board of Directors shall fill vacancies in the position of auditor and may replace the auditor.
108. At each AGM, the Members may by special resolution remove the auditor.
109. No Director, member of the Board Executive, or paid employee of the PGPS may be auditor.
110. The auditor may attend all AGMs and SGMs.
Article L - Notice to Members
111. A notice may be given to a Member at the Member’s Address listed in the Registry of Members.
112. A notice sent by post or e-mail to a Member at the Member’s postal address or email address shall be deemed to have been given on the second day following that on which the notice is posted or sent. 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 or e-mailed to the Member’s Address.
113. Notice of AGM and SGM meetings shall be given to: a. every Member who is in good standing listed in the Registry of Members on the day notice is given; and b. the auditor if it applies, and as required by law.
114. No other person or organization is entitled to receive notice of an AGM or SGM meeting including Members not in Good Standing.
Article M – Bylaws
115. A copy of the PGPS Constitution and Bylaws shall be made available to Members by request.
116. The Board may amend the Bylaws and constitution as deemed necessary to allow the Society to function appropriately. These changes will be approved by the Board with a majority vote and will be put into use immediately. The interim changes will be ratified only after they are approved by membership by Special Resolution at the following AGM.
117. Interim bylaws will become effective on the date that membership is given written notice.
118. The official Bylaws as filed with BC Registries shall not be altered or added to except by special resolution at an SGM or AGM.
119. Such resolution becomes effective on the date of its acceptance by the Registrar of Companies in BC as following the Societies Act.
Article N – Miscellaneous
120. PGPS will not indemnify a director or Executive Director who are found to be legally liable for their actions.
121. PGPS will maintain a conflict-of-interest policy.
122. On the winding up or dissolution of this society, funds or assets remaining after all debts have been paid shall be transferred to a charitable institution with purposes like those of this society, or, if this cannot be done, to another charitable institution recognized by Revenue Canada as qualified under the provisions of the Income Tax Act of Canada.
123. The purpose of the society shall be carried out without purpose of gain for its members, and any profits or other accretions to the society shall be used for promoting its purpose.
124. Bylaws 122, 123 and 124 are unalterable in accordance with the Societies Act.
125. In the case that the Bylaws listed contradict the current BC Societies Act, the current Societies Act will take precedence.
This document was adapted from the Vancouver Pride Society Bylaws and Constitution
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