Constitution & Bylaws - Victoria Secular Humanists

DATE OF INCORPORATION: FEBRUARY 3rd, 1998 CERTIFICATE OF INCORPORATION №: S-37895

(Amended as of Dec. 30, 2014)

FORM 2 Society ACT

Constitution

1. The name of the Society is VICTORIA SECULAR HUMANIST ASSOCIATION.

2. 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.

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

2 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 freedoms such as freedom of speech and expression, freedom of conscience, freedom of association, of electing representative governments, of separation of state and religion, equality of opportunity 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 ones-self 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 dependant upon a healthy planet which provides us and all other forms of life with a life-supporting environment.

(xiii) In accordance with the Society Act, Provisions (i) through (xii) shall be alterable.

Dissolution

4. 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.

5. The purposes of this Society shall be carried on with out purpose of gain for its members and any profits or other accretions to the Society shall be used for promoting its purposes.

6. 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.

7. Paragraphs 4, 5, 6 and 7 of the Constitution are unalterable in accordance with the Society Act.

8. The Victoria Secular Humanist Association accepts the Declaration of Amsterdam, and the ten-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. This provision is alterable in accordance with the Society Act.

9. Humanism rejects the concept of the supernatural and considers that human problems have to be solved by human means. In accordance with the Society Act this provision shall be unalterable.

By-Laws

The By-Laws of the Society are those set out in Schedule B of the Society Act, with the following variations, deletions and additions, here set forth in numbered clauses:

Part 1 — Interpretation

1. (1) In these By-Laws, unless the context otherwise requires,

(a) “Directors” mean the Directors of the Society for the time being. The directors will collectively be known as the board.

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

(2) The definitions of the Society Act on the date these By-Laws become effective apply to these By-Laws.

2. Words importing the singular include the plural and vice versa; and words importing a male person or a female person include a corporation.

Part 2 — Membership

3. 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 By-Laws and, in either case, have not ceased to be members.

4. (1) (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 fee.

(b) those members accepted under 4 (1) (a) shall be known as ordinary members.

(2) (a) There shall be a special class of ordinary members known as life members, and such members shall have all the rights and privileges of ordinary members.

(b) Life members shall pay their dues in a lump sum at one time or by instalments. The amount of the instalments shall be determined from time to time by the Directors. Life members shall be entitled to membership for life without payment of further annual dues.

(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.

(4) (a) There shall be a class of honorary members who may only be appointed by a unanimous vote of the Directors.

(b) Honorary membership shall be supported only as recognition for lengthy or outstanding service or contribution to the furtherance of humanism, and may be awarded to the partner of a deceased person who met those requirements.

5. Every member shall uphold the Constitution and comply with these By-Laws.

6. 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.

7. A person shall cease to be a member of the Society

(a) by delivering his resignation in writing to the Secretary of the Society or by mailing it or delivering it to the address of the Society;

(b) on his death or in the case of a corporation on dissolution;

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

8. (1) A member may be expelled by a special resolution of the members passed at a general meeting.

(2) The notice of special resolution for expulsion shall be accompanied by a brief statement of the reason or reasons for the proposed expulsion.

(3) The person who is subject of the proposed resolution for expulsion shall be given an opportunity to be heard at the general meeting before the special resolution is put to a vote.

9. All members are in good standing except a member who has failed to pay his current annual membership fee or any other subscription or debt due and owing by him to the Society and he is not in good standing so long as the debt remains unpaid.

Part 3 — Meetings of Members

10. (1) General meetings of the Society shall be held at a time and place, in accordance with the Society

5 Act.

(2) All general and extraordinary general meetings shall be conducted under Francis: Democratic Rules of Order as from time to time amended.

11. Every general meeting, other than an annual general meeting, is an extraordinary general meeting.

12. (1) The Directors may, when they think fit, convene an extraordinary general meeting.

(2) Twenty percent (20%) of the ordinary members may require the Directors to convene an extraordinary general meeting.

13. (1) 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.

(2) 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.

14. 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.

Part 4 — Proceedings at General Meetings

15. Special business is

(a) all business at an extraordinary general meeting; and

(b) all business transacted at an annual general meeting, except,

(i) [deleted]

(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; and

(vii) the other business that, under these By-Laws, 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.

16. (1) 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.

(2) 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

6 terminated.

(3) A quorum is four (4) members present or a greater number that the members may determine at a general meeting.

17. 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; 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.

18. Subject to bylaw 19, 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.

19. If at a general meeting

(a) there is no President, Vice-President or other Director present with 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 number to act as Chair.

20. (1) A general meeting may be adjourned from time to time and place to place, but no business shall be transacted at a adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

(2) 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.

(3) Except as provided in this By-Law, it is not necessary to give notice of an adjournment or of the business to be transacted at an adjourned general meeting.

21. (1) A resolution proposed at a meeting of members by the Directors does not require to be seconded.

(2) In the case of an equality of votes the Chair shall not have a casting or second vote in addition to the vote to which they may be entitled as a member and the proposed resolution shall not pass.

22. (1) A member in good standing present at a meeting of members is entitled to one vote.

(2) Voting is by show of hands unless a secret ballot is called for by a majority of members present.

(3) A resolution calling for a secret ballot shall include the appointment of scrutineers.

(4) Voting by proxy is not permitted.

(5) A member must have been a member in good standing for the previous six (6) months to be entitled to vote.

23. A corporate member may vote by its authorized representative, who is entitled to speak and vote, and in all other respects exercise the rights of a member, and that representative shall be reckoned as a member for all purposes with respect to a meeting of the Society.

Part 5 — Directors

24. (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 By-Laws 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 By-Laws; and

(c) rules, not being inconsistent with these By-Laws, which are made from time to time by the Society in general meeting.

(2) 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.

(3) 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.

25. Directors refered to collectivelyas the Board of Directors shall consist of the Executive (President, Vice President, Treasurer, and Secretary), plus between 3 to 6 Directors at Large. The President, Vice President, Treasurer and Secretary shall be elected for 2 year terms except that in 2014 the Treasurer and Secretary will be elected for a 1 year term and 2 years thereafter. Directors at large are elected for 1 year terms, or as otherwise determined from time to time at a general meeting.

26. (1) The Directors shall retire from office at each annual general meeting in accordance with their terms of office when their successors shall be elected.

(2) 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.

(3) An election may be by acclamation, otherwise it shall be by ballot.

(4) If no successor is elected the person previously elected or appointed may continue to hold office.

(5) A person must have been a member in good standing for the previous twelve (12) months or more to be eligible to stand for election as a Director.

27. (1) The Directors may at any time and from time to time appoint a member as a Director to fill a vacancy in the Directors.

(2) 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 in accordance with Article 25.

(3) To be eligible for appointment as a Director, a person must have been a member in good standing for the previous twelve (12) months.

(4) The Directors may appoint one or more ex-officio Directors to serve in a specific capacity for8one year, which may be renewed.

(5) Ex-officio Directors may speak and make motions, but must not vote and cannot be counted for the purposes of a quorum.

(6) Ex-officio Directors shall have the same rights and responsibilities as other Directors except as specified in 27(5) above.

28. (1) 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.

(2) No act or proceeding of the Directors is invalid only by the reason of there being less than the prescribed number of Directors in office.

29. 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.

30. As determined by paragraph 6 of the Constitution, 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.

Part 6 — Proceedings of Directors

31. (1) 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.

(2) 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.

(3) 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.

(4) A Director may at any time, and the Secretary, on the request of a Director, shall, convene a meeting of the Directors.

(5) All meeting of Directors or Committees shall be conducted under Francis: Democratic Rules of Order as from time to time amended.

32. (1) 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.

(2) A Committee formed under 32 (1) must conform to any rules imposed upon it by the Directors.

(3) 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.

33. 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 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 Chair at that meeting.

34. The members of a Committee may meet and adjourn as they think proper.

35. For the 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.

36. 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, fax, e-mail or any written form of communication, of any meeting of the Directors and may at any time withdraw the waiver, and until the waiver is withdrawn.

(a) no notice of meeting of Directors shall be sent to that Director; and

(b) any and all meetings of the Directors of the Society, notice of which has not been given to that Director shall, if a quorum of the Directors is present, be valid and effective.

37. (1) Questions arising at a meeting of the Directors and any Committee shall be decided by a simple majority of votes.

(2) In case of an equality of votes the Chair does not have a second or casting vote and the resolution does not pass.

38. No resolution proposed at a meeting of Directors by a Committee need be seconded, but any other resolution requires a seconder.

39. 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.

Part 7 — Duties of Officers

40.(1) The President presides at all meetings of the Society and the Directors.

(2) The President is the Chief Executive Officer of the Society and must supervise the other Officers in the execution of their duties.

41. The Vice President shal 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.

42. The Secretary shall:

(a) conduct the correspondence of the Society;

(b) issue notices of 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;

(f) maintain the register of members.

43. The Treasurer shall:

(1) (a) keep the financial records, including books of account, necessary to comply with the Society Act;

(b) render financial statements to the Directors, members and others when required.

(2) The financial statement referred to in (a) above must be presented to the annual 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.

44. TheBboard shall assign Committee Chairmanships to Directors for the following tasks:

(1) Membership

(2) Social Coordiator

(3) Activities Coordiator

(4) Public Links

(5) Public Stances

45. In the absence of the Secretary from a meeting, the Directors shall appoint another person to act as Secretary at the meeting.

Part 8 — Seal

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

47. 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, the presence of the President and Secretary or President and Secretary Treasurer.

Part 9 — Borrowing

48. 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.

49. No debenture shall be issued without the sanction of a special resolution,

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

51. Expenditures in excess of five hundred dollars ($500) must have the unanimous approval of the Board.

Part 10 — Auditor

52. This Part applies only when the Society is required or has resolved to have an auditor.

53.The first auditor shall be appointed by the Directors who shall also fill all vacancies occurring in the office of auditor.

54. 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.

55. An auditor may be removed by ordinary resolution.

56. An auditor shall be promptly informed in writing of appointment or removal.

57. No Director or employee of the Society shall be auditor.

58. The auditor may attend general meetings.

Part 11 — Notices to Members

59. Notices may be given to members by mail or other electronic means, at their registered address.

60. 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 despatch.

61. (1) Notice of a general meeting shall be given to

(a) every member on the register of members on the day notice is given; and

(b) the auditor, if Part 10 applies.

(2) No other person is entitled to receive a notice of general meeting.

Part 12 — By-Laws

62. On being admitted to membership, each member is entitled to and the Society shall give, without charge, a copy of the Constitution and By-Laws of the Society. Copies may be downloaded from the Society web-site.

63. These By-Laws shall not be altered or added to except by special resolution.