DATE OF INCORPORATION: FEBRUARY 3rd, 1998
CERTIFICATE OF INCORPORATION №: S-37895
(Amended as of Nov 12, 2017)
Constitution
1.2.The name of the Society is VICTORIA SECULAR HUMANIST
ASSOCIATION.
The Purposes of the Society are:
(i) to promote the ideas and philosophy of secular humanism by all available means of education and communication.
(ii) to serve the educational needs of the community at large, of its members and others of humanistic, scientific and naturalistic outlook, in a democratic, non-dogmatic manner free from authoritarian doctrine.
(iii) to provide opportunities for friendship, study and service at all levels of humanistic endeavour, and to advance the values and welfare of humanity in dedication to the continuing enhancement of human life through human effort and understanding.
(iv) to offer and provide meaningful ceremonies to the community at large, members and non-members alike, at significant times such as marriage and death; such ceremonies to be free from supernatural implications and to be dignified.
(v) to elaborate and to express publicly Humanist positions on issues of concern to people, including values, morality and ethics.
Bylaws
1 Interpretation
1.1 In these Bylaws, unless the context otherwise requires,
(a) “Directors” mean the Directors of the Society for the time being. Thedirectors will collectively be known as the Board.
(b) “Societies Act” means the Societies Act of the Province of British Columbia from time to time in force and all amendments to it;
(c) “registered address of a member” means his or her address as recorded in the register of members.
1.2 The definitions of the Societies Act on the date these Bylaws become effective apply to these Bylaws.
1.3 Words importing the singular include the plural and vice versa; and words importing a male person or a female person include a corporation.
1.4 “Ordinary Resolution” means a resolution passed at a general meeting by a simple majority of the votes cast by the voting members.
1.5 “Special Resolution” means a resolution passed at a general meeting by at least 2/3 of the votes cast by the voting members.
2 Society Records
The Society must keep the following records:
(a) The Society’s certificate of incorporation;
(b) Each certified copy, furnished to the Society by the Registrar, of the following records:
i the Constitution of the Society,
ii the Bylaws of the Society, and
iii the Statement of Directors and Registered Office of the Society;
(c) The Society’s Declaration of Principles.
3 Declaration of Principles:
The Victoria Secular Humanist Association is a non-partisan body. It considers secular humanism as a valid alternative to the existing religions and is willing to provide certain services traditionally provided by religious institutions. It is an educational institution involved with ethics and morals, as outlined in the following Declaration of Principles:
(i) Humanism aims at the fullest development of every human being.
(ii) Strives towards the broadest application of democratic principles in all human relationships.
(iii) Advocates the use of the scientific method as a guide to distinguish between fact and fiction, and wishes to see technology used creatively not destructively.
(iv) Affirms the dignity of humanity and the right of the individual to the greatest possible freedom compatible with the rights of others.
(v) Acknowledges interdependence, the need for mutual respect, and believes in the community of feeling between all people and the interrelationship of all living things.
(vi) Calls for continuous improvement of society so that no person be deprived of the basic necessities of life and for institutions and conditions that will provide every person with opportunities to develop their full human potential.
(vii) Calls for the development, support and refinement of fundamental human rights and justice regardless of colour, creed, ethnic origin, language, gender or sexual orientation.
(viii) Calls for peaceful resolutions of conflicts between individuals, communities, nations or blocs.
(ix) Accepts no outside absolute standards; encourages development of the positive potentialities in human nature; and approves conduct based on a sense of responsibility to oneself and others.
(x) Affirms that freedom from religion is as much a basic right as freedom of religion.
(xi) Affirms that individual and social problems be resolved by means of human reason, intelligent effort, critical thinking joined with compassion, and empathy for all living beings.
(xii) Affirms that human beings are completely a part of nature, and that our survival is dependent upon a healthy planet which provides us and all other forms of life with a life-supporting environment.
(xiii) The Victoria Secular Humanist Association accepts the Declaration of Amsterdam, and the seven-point elaboration of principles issued by the
International Humanist and Ethical Union (IHEU), which have been incorporated into the above Declaration of Principles with amendments.
(xiv) Humanism rejects the concept of the supernatural and considers that human problems have to be solved by human means.
(xv) “In accordance with the Societies Act, Provisions 2(i) through 2(v) of the Constitution shall be unalterable.”
4 No Remuneration or Financial Gain
4.1 The purposes of this Society shall be carried on without purpose of gain for its members and any profits or other accretions to the Society shall be used for promoting its purposes.
4.2 No Director or Officer shall be remunerated for being or acting as a Director or Officer but a Director or Officer may be reimbursed for all expenses necessarily and reasonably incurred by them while engaged in the affairs of the Society.
5 Membership
5.1 The members of the Society are the applicants for incorporation of the Society, and those persons who subsequently have become members, in accordance with these Bylaws and, in either case, have not ceased to be members.
5.2 (a) A person may apply to the Directors for membership in the Society and on acceptance by the Directors shall be a member upon payment of the current membership dues.
5.3 Corporations, societies and other legal entities sharing the objectives of the Society may become members and shall be entitled to one vote at meetings of members registered in the name of their President.
5.4 Bylaws.
Every member shall uphold the Constitution and comply with these
5.5 The amount of the first annual membership dues shall be determined by the Directors and after that the annual membership dues shall be determined at the Annual General Meeting of the Society.
5.6 A person shall cease to be a member of the Society by delivering his resignation in writing to the Secretary of the Society or by mailing or delivering it to the address of the Society.
5.7 Termination of membership
A member’s membership in the Society terminates:
(a) at the end of the calendar year for which the member has paid his or her membership dues; however, there will be a one-month period of grace from the year’s end to the time of the AGM during which time membership must be renewed to allow participation and voting at the AGM.
(b) when the member resigns,
(c) when the member, in the case of an individual, dies or, in the case of a partnership or corporation, dissolves.
(d) when the member is expelled in accordance with the Bylaws.
(e) The rights of a person as a member of the Society, including any rights in the property of the Society, cease to exist when the person’s membership in the Society terminates.
5.8 Discipline and expulsion of member:
(1) The Society has the authority to discipline and/or expel members whose actions are in violation of the Bylaws or any of the Purposes or Principles for which the Society stands.
(2) A member whose actions are in violation of the Bylaws or any of the Purposes or Principles for which the Society stands may be disciplined or expelled by secret ballot at the Board of Directors’ meeting and requires a two/thirds (2/3) majority vote.
(3) Before a member of the Society is disciplined or expelled under subsection (5.8),
a) the Society must send to the member written notice of the proposed discipline or expulsion, including reasons, and
b) the Society must give the member a reasonable opportunity to make representations to the Board of Directors respecting the proposed discipline or expulsion.
c) between the issuance of the notice and the conclusion of the discipline or expulsion, the membership privileges of that person may be suspended.
6 Meetings of Members
6.1
(a) General Meetings of the Society shall be held at a time and place, in accordance with the Societies Act.
(b) All General and Extraordinary General Meetings shall be conducted under Francis & Francis: Democratic Rules of Order as from time to time amended.
6.2
Every General Meeting, other than an Annual General Meeting, is an Extraordinary General Meeting.
6.3
The Directors may, when they think fit, convene an Extraordinary General Meeting.
6.4
Twenty percent (20%) of the ordinary members may require the Directors to convene an Extraordinary General Meeting and must submit a statement of the business to be brought forward or the Special Resolution to be considered.
6.5
Notice of General Meeting
Written notice of the date, time and location of a General Meeting must be sent to every member
(a) at least 14 days before the meeting;
(b) not more than 60 days before the meeting; and
(c) by email or mail to the member’s most recent known address.
6.6
Notice of a General Meeting shall specify the place, day and hour of meeting, and in the case of an Extraordinary General Meeting, the general nature of the business to be discussed.
6.7
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 the proceedings at that meeting.
6.8
An Annual General Meeting shall be held at least once in every calendar year and not more than 15 months after the holding of the last preceding
Annual General Meeting.
7
Proceedings at General Meetings
7.1
Special Business is:
(a) all business at an Extraordinary General Meeting; and
(b) all business transacted at an Annual General Meeting, except,
(i) the consideration of the financial statements;
(ii) the report of the Directors;
(iii) the report of the auditor, if any;
(iv) the election of Directors;
(v) the appointment of the auditor, if required; and
(vi) any 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.
7.2
(a) No business, other than the election of a Chair and the adjournment or termination of the meeting, shall be conducted at a General Meeting at a time when a quorum is not present.
(b) 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.
(c) A quorum is ten (10) members present or a greater number that the members may determine at a prior general meeting.
7.3
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 the members, shall be terminated.
7.4
The President, the Vice-President, or in the absence of both, one of the other Directors present, shall preside as Chair of a General Meeting.
7.5
If at a General Meeting
(a) There is no President, Vice-President or other Director present within 15 minutes after the appointed time for holding the meeting; or (b) the
President and all the other Directors present are unwilling to act as Chair, the members present shall choose one of their numbers to act as Chair.
7.6
(a) A General Meeting may be adjourned from time to time and place to place, but no business shall be transacted at an adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.
(b) When a meeting is adjourned for 10 days or more, notice of the adjourned meeting shall be given as in the case of the original meeting.
7.7
(a) A resolution proposed at a meeting of members by the Directors does not require to be seconded.
(b) The Chair is entitled to one vote at a meeting of members.
(c) However, in the case of an equality of votes the Chair shall not have a second vote in addition to the vote to which they are entitled as a member and the proposed resolution shall not pass.
7.8
(a) A member in good standing present at a meeting of members is entitled to one vote.
(b) Voting is by show of hands unless a secret ballot is called for by a majority of members present.
(c) A resolution calling for a secret ballot shall include the appointment of scrutineers.
(d) Voting by proxy is not permitted.
(e) A member must have been a member in good standing for the previous six (6) months to be entitled to vote.
8 Directors
8.1
The Directors may exercise all powers and do all 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
(a) all laws affecting the Society;
(b) these Bylaws; and
(c) rules, not being inconsistent with these Bylaws, which are made from time to time by the Society at a General Meeting.
(d) No rule made by the Society in General Meeting, invalidates a prior act of the Directors that would have been valid if that rule had not been made.
(e) A Director of the Society who is, directly or indirectly, interested in a proposed contract or transaction with the Society must disclose fully and promptly the nature and extent of the interest to each of the other Directors.
8.2
(a) Directors referred to collectively as the Board of Directors shall consist of:
The Executive (President, Vice-President, Treasurer, Secretary and Immediate Past President), plus four (4) Directors-at-Large.
The President, Vice-President, Treasurer and Secretary shall be elected for 2-year terms. Directors-at-large are elected for 1-year terms. The election of President and Vice-President must be staggered with those of Secretary and Treasurer.
(b) Each director-at-large shall have specific task or tasks to be responsible for the tasks to be attended may include membership, communications, chairing specific committees and representing them on the board, being in charge of specific projects (with the obligation to make demonstrable progress over the year), reviewing and submitting annual reports on the Constitution and Bylaws and undertaking any revisions as needed, running and reporting on specific programs such as the Humanist Cafe or the Philosophers’ Salon, organizing field trips and reporting on them.
(c) No Directors shall be related to each other by blood, marriage, or cohabitation.
8.3
(a) The Directors shall retire from office at the end of each Annual General Meeting in accordance with their terms of office when their successors are elected from the list of candidates proposed for office by the Nominations Committee.
(b) A person must be a Member in good standing for at least one (1) year to be eligible to be nominated for election as a Director. All candidates to be proposed for election must submit themselves to the nomination process established by the Board from time to time; candidates for election may not be proposed from the floor of a General Meeting.”
(c) Separate elections shall be held for each Executive office to be filled.
Directors at Large will be elected from a slate of members proposed for office.
(d) When there is one nominee for each Executive position, or one slate for the Directors-at-Large, members have the right to vote by secret ballot to confirm or reject the nominee or the slate. A nominee or slate must be confirmed by a majority of valid votes cast to be declared elected.
(e) If no successor is elected the person previously elected or appointed may continue to hold office.
8.4
(a) The Directors may at any time and from time to time appoint a member as a Director to fill a vacancy in the Directors.
(b) The 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 for the remainder of the term of office.
(c) To be eligible for appointment as a Director, a person must be a Member in good standing for at least one (1) year.
(d) The Directors may appoint one or more ex-officio Directors to serve in a specific capacity for one year, which may be renewed.
(e) Ex-officio Directors may speak and make motions, but must not vote and cannot be counted for the purposes of a quorum.
(f) Ex-officio Directors shall have the same rights and responsibilities as other Directors except as specified in 8.4 (e) above.
8.5
(a) If a Director resigns their office or otherwise ceases to hold office, the remaining Directors shall appoint a member to take the place of the former Director. No act or proceeding of the Directors is invalid only by the reason of there being fewer than the prescribed number of Directors in office.
8.6
The members may by Special Resolution remove a Director before the expiration of their term of office, and may elect a successor to complete the term of office.
8.7
No Director shall 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.
9
Proceedings of Directors
9.1
(a) The Directors may meet together at the places they think fit, or by any means of simultaneous communication, to dispatch business, adjourn, and otherwise regulate their meetings and proceedings, as they see fit.
(b) The Directors may from time to time fix the quorum necessary to transact business, and unless so fixed the quorum shall be a majority of the Directors then in office.
(c) The President shall be Chair of all meetings of the Directors, but if at a meeting the President is not present within 30 minutes after the time appointed for holding the meeting, the Vice-President shall act as Chair; but if neither is present the Directors present may choose one of their number to be Chair at that meeting.
(d) A Director may at any time, and the Secretary, on the request of a Director, shall, convene a meeting of the Directors.
(e) All meetings of Directors or Committees shall be conducted under Francis & Francis: Democratic Rules of Order as from time to time amended.
(a) The Directors may delegate any, but not all, of their powers to Committees as they think fit, the members of which may, but need not be Directors, but one member of a Committee so formed must be a liaison with the Board.
(b) A Committee formed under 9.2(a) must conform to any rules imposed upon it by the Directors.
(c) The Directors must not delegate powers of expenditure or the commitment of funds or assets to any Committee without also prescribing a specific budget to which the Committee must adhere.
(d) The directors may terminate committees established to carry out any work of the Board and reassign the committee Chairperson to other duties, if needed in the judgement of the Board.
9.3
A Committee shall elect a Chair at its meetings; but if no Chair is elected, or if at a meeting the Chair is not present within 30 minutes after the time appointed for holding the meeting, the Directors present who are members of the Committee shall choose one of their numbers to be Chair at that meeting.
9.4 The members of a Committee may meet and adjourn as they think
9.5
(a) Questions arising at a meeting of the Directors and any Committee shall be decided by a simple majority of votes.
(b) In case of an equality of votes the Chair does not have a second or casting vote and the resolution does not pass.
9.6
No resolution proposed at a meeting of Directors by a Committee need be seconded, but any other resolution requires a seconder.
9.7
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 the Directors.
10
Duties of Officers
10.1
(a) The President presides at all meetings of the Society and the
Directors.
(b) The President is the Chief Executive Officer of the Society and will direct other Officers in the execution of their duties.
10.2
The Vice-President shall undertake the duties of the President when the latter is unable to do so. The Directors shall designate a Vice-President to undertake the duties of the President when the latter is unable to do so.
10.3
The Secretary shall:
(a) conduct the correspondence of the Society;
(b) issue notices of meetings of the Society and Directors;
(c) keep Minutes of the meetings of the Society and Directors;
(d) have custody of all records and documents of the Society except those required to be kept by the Treasurer;
(e) have custody of the common seal of the Society if such exists.
10.4
The Treasurer shall:
(1) (a) keep the financial records, financial statements, and any other records required in the performance of the position, including books of account, necessary to comply with the Societies Act;
(b) render financial statements to the Directors and members when required.
The financial statement referred to in (a) above must be presented to the Annual General Meeting of members for the period
(a) ending on the last day of the financial year, and
(b) not more than six (6) months before the Annual General Meeting.
(3) The financial statement must consist of
(a) a statement of receipts and disbursements for the period, or
(b) a statement of income and expenditure and a statement of surplus for the period, and a balance sheet as of the end of the period, but the statements need not be identified by those names.
10.5
The board shall assign committee Chairs to directors for such duties as membership, social coordinator, activities coordinator, care committee, etc. Membership Chair must maintain the register of members in conjunction with the Treasurer and data base officer.
10.6
In the absence of the Secretary from a meeting, the Directors shall appoint another person to act as Secretary at the meeting.
10.7
Signing authorities for authorizing cheques and financial transactions shall be two of five directors appointed by the Board from time to time for this purpose.
10.8
Inspection of records
(1) A member of the Society may, without charge, inspect any of the Society’s records.
(2) The Society shall respond to a member’s request to inspect the records within 30 days of receipt of the request.
(3) A request by a member to inspect the register of members must
(a) be made in writing,
(b) set out the applicant’s name, and
(c) state the purpose of the request.
(4) The only acceptable purposes for a request to inspect the register of members are:
(a) requisitioning or calling a General Meeting.
(b) submitting a proposal for a General Meeting.
(5) The Board may, by Directors’ resolution, restrict a member’s right to inspect the Society’s register of members if the Board is of the opinion that the inspection would be harmful to the Society or to the interests of one or more of its members.
(6) No person may use contact information that they obtain from an inspection of the Society’s Register of Directors except in matters related to the activities or internal affairs of the Society.
11
Common Seal
11.1
The Directors may provide a common seal for the Society and may destroy a seal and substitute a new seal in its place.
11.2
The common seal shall be affixed only when authorized by a resolution of the Directors and then only in the presence of the persons prescribed in the resolution, or if no persons are prescribed, in the presence of the President and Secretary or President and Secretary Treasurer.
12
Borrowing
12.1
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 the foregoing, by the issue of debentures.
12.2
No debenture shall be issued without the sanction of a Special Resolution,
12.3
The members may by Special Resolution restrict the borrowing powers of the Directors, but a restriction imposed expires at the next Annual General Meeting.
12.4
Expenditures in excess of five hundred dollars ($500) must have the unanimous approval of the Board.
13
Auditor
13.1
This Part applies only when the Society is required or has resolved to have an auditor.
13.2
The first auditor shall be appointed by the Directors who shall also fill all vacancies occurring in the office of auditor.
13.3
At each Annual General Meeting the Society shall appoint an auditor or auditors to hold office until they are re-appointed or their successor is appointed at the next Annual General Meeting.
13.4
An auditor may be removed by Ordinary Resolution.
13.5
l.An auditor shall be promptly informed in writing of appointment or removal
13.6
No Director or employee of the Society shall be auditor.
13.7
The auditor may attend General Meetings.
14
Notices to Members
14.1
Notices may be given to members by mail or other electronic means, at their registered address.
14.2
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 that the notice was properly addressed and put in a Canadian post office receptacle; and a notice sent by e-mail shall be deemed to have been delivered within 24 hours of its dispatch.
14.3
(1) Notice of a General Meeting shall be given to
(a) every member on the register of members on the day the notice is given; and
(b) the auditor, if Part 13 applies.
(2) No other person is entitled to receive a notice of General Meeting.
15
Bylaws
15.1
Members are entitled to download copies of the Constitution and Bylaws of the Society from the Society’s website free of charge.
15.2
Resolution.
These Bylaws shall not be altered or added to except by Special
16
Dissolution
16.1
In the event of winding-up or dissolution of the Society, funds and assets of the Society remaining after the satisfaction of debts and liabilities, shall be given or transferred to such organization or organizations concerned with the social problems of interest to this Society or organizations promoting the same purposes as this Society, as may be determined by the members of this Society at the time of winding up or dissolution, and if effect cannot be given to the aforesaid provisions, then such funds shall be given or transferred to some other organization or organizations, provided that such organization referred to in this paragraph shall be a charitable organization, a charitable corporation or a charitable trust recognized by the Department of National Revenue of Canada as being qualified as such under the provisions of the Income Tax Act of Canada from time to time in effect.