Следва основния документ, който регламентира законово дейността на Дружеството. Съгласно Канадските закони Дружеството се намира под юрисдикцията на федералните (на Канада) и провинциалните закони (провинция Британска Колумбия).
Уставът на Дружеството урежда:
1. наименованието, седалището, адреса на управление и целите;
2. условията за приемане на членове, техните права и задължения;
3. органите на Дружеството и техните правомощия;
4. реда за вземане на решения;
5. размера на членския внос;
6. реда за разпределяне на фондовете;
7. видовете фондове и начина за определяне на техния размер;
8. реда за разпореждане с имуществото на Дружеството;
9. основанията и реда за прекратяване на членството.
APPENDIX “F”: BY-LAWS (“See Form 1 of the Society Act”)
BY-LAWS OF Bulgarian – Canadian Society of B.C.
Here, set forth, in numbered clauses, are the by-laws providing for the matters referred to in s. 6(1) of the Society Act and any other by-laws.
Part 1 – Interpretation
1. In these by-laws, unless the context otherwise requires:
a) “Society” means the Bulgarian-Canadian Society of B.C.
b) “Director” means the Directors of the Society for the time being;
c) “Society Act” means the Society Act of the Province of British Columbia from time to time in force, and all amendments to it;
d) “Registered address of a member” means his address as recorded in the Registrar of members;
e) “Term” means an approximately two year period between the annual general meeting and the second annual general meeting after the current one.
f) “Officer term” has the same meaning as “term”.
2. The definitions in the Society Act on the date these by-laws become effective apply to these by-laws.
3. Words importing the singular include the plural and vice versa; and words importing a male person include a female person.
Part 2 – Membership
4. 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;
5. There shall be two (2) categories of membership: Regular Membership and Honorary Membership.
a) Regular Membership: A Regular Member shall be any person or organization, who has applied for membership to the Society, supports the Society and has paid the prescribed fees.
b) Honorary Membership: Honorary Members are those members who, pursuant to a recommendation of the Board of Directors or/and the General Meeting, in recognition of their outstanding contribution to the Society, are so designated by a two thirds (2/3) vote of the Annual General Meeting.
c) All Regular and Honorary Members are entitled to all rights and privileges of membership, including the right to vote and to hold office.
6. A person may apply to the Directors or their designate and, upon acceptance by the Directors or their designate, the person becomes a member;
7. Every member shall uphold the Constitution and comply with these by-laws and the policies of the Society;
8. The Directors may determine the membership dues, if any;
9. 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, or
b) on his death, or in the case of a corporation on dissolution, or
c) on being expelled, or
d) on having been a member not in good standing for a period of 30 days;
10. A member may be expelled by special resolution of the members passed at a general meeting.
a) the notice of special resolution for expulsion shall be accompanied by a brief statement of the reason(s) for the proposed expulsion;
b) the person who is the 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.
11. All members are in good standing except a member who has failed to pay any applicable membership fee or other subscription or debt owing by him to the Society.
12. Dues and Fees
a) Membership fees are payable in advance on the first day of January each year.
b) The Board of Directors may determine from time to time the amount of a reinstatement fee, if any, and the manner in which such fees must be paid.
c) Dues are in arrears as of February 1. The Board of Directors may assign the payment of a reasonable late fee and shall determine the date on which membership is terminated if dues are in arrears.
d)Members in arrears may not vote at meetings of the Society or exercise any other rights or privileges of membership in the Society.
Part 3 – Meetings of Members
13. General meetings of the Society shall be held at such time and place, in accordance with the Society Act, as the Directors decide;
14. Every General meeting, other than an annual general meeting, is an extraordinary general meeting;
15. The Directors may, whenever they think fit, convene an extraordinary general meeting.
16. a) Notice of a general meeting shall specify the place, the day, and the hour of meeting, and in the case of special business, the general nature of that business;
b) Members shall be given twenty-one (21) days written notice before a meeting is held;
17. 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 any of the proceedings at that meeting;
18. The first annual general meeting of the Society shall be held not more than 15 months after the date of incorporation and thereafter an annual general meeting shall be held at least once every calendar year and not more than 15 months after holding the preceding annual general meeting.
Part 4 – Proceedings at General Meetings
19. Special business is:
a) all business at an extraordinary general meeting except the adoption of rules of order, and
b) all business that is transacted at an annual general meeting, except:
i. the adoption of rules of order;
ii. the consideration of 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. such other business as, 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.
20. No business, other than the election of a chairman and the adjournment of termination of the meeting, shall be conducted at a general meeting at a time when a quorum is not present;
21. 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 the meeting is adjourned or terminated;
22. A quorum is 10% three of the members present, or such greater number as the members may determine at a general meeting;
23. If within 30 minutes from the time appointed for a member’s meeting a quorum is not present, the meeting 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 30 minutes from the time appointed for the meeting, the members present constitute a quorum, provided there are at least three members present;
24. Subject to by-law 23, the President of the Society, the Vice-President, or in the absence of both, one of the other Directors present shall preside as chairman of a general meeting.
25. If at a general meeting
a) there is no President, Vice-President, or other Director present within 15 minutes of the time appointed for holding the meeting, or
b) the President and all other Directors present are unwilling to act as chairman, the members present shall choose one of their number to be chairman.
26. A general meeting may be adjourned from time to time and from place to place, but no business at all be transacted at an adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.
a) 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.
b) Except as provided in this by-law, it is not necessary to give notice of adjournment or of the business to be transacted at an adjourned general meeting.
27. No resolution proposed at a general meeting need be seconded, and the chairman of a meeting may move or propose a resolution.
a) In the case of an equality of votes, the chairman shall not have a casting or second vote in addition to the vote to which he may be entitled as a member, and the proposed resolution shall not pass.
b) A member in good standing present at a meeting of members is entitled to one vote.
c) Voting is by a show of hands, unless the members otherwise decide.
d) Voting by proxy is permitted as provided for in Part 5.
28. 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.
29. At all general meetings, a majority of the valid votes present or represented by proxy, shall be necessary to pass a motion, except where the Act or these By-laws provide otherwise, with the exception of amendments to the Constitution and by-laws of the Bulgarian Community, which must be approved by no fewer than two-thirds (2/3) of the voting members present whose numbers shall not be less than three-quarters (3/4) of the members in good standing.
Part 5 – Proxy Voting
30. Unless the Directors otherwise determine, the instrument appointing a proxy holder and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof shall be deposited at a place specified for that purpose in that notice convening the meeting not less than forty-eight (48) hours before the time for holding the meeting at which the proxy holder proposes to vote, or shall be deposited with the chair of the meeting at which the proxy holder proposes to vote, or shall be deposited with the chair of the meeting prior to the commencement of the meeting.
31. A vote given in accordance with the terms of an instrument of proxy is valid notwithstanding the previous death or incapacity of the member or revocation of the proxy or of the authority under which the proxy was executed, provided no communication in writing of the death, incapability, or revocation has been received at the registered office of the Society or by the chair of the meeting before the vote was given.
32. Unless, in the circumstances, the Society Act requires any other form of proxy, an instrument appointing a proxy holder, whether for a specified meeting or otherwise, shall be in the form of the following, or in any other form that the Directors shall approve:
Bulgarian – Canadian Society of B.C.
The undersigned hereby appoints ____________________________________,
(or failing him/her _________________________________________________,
of _______________________________), as proxy for the undersigned to attend at and vote for and on behalf of the undersigned at the general meeting of the Society to be held on _____ day of _____________. 20__
Signed this ______ day of __________. 20__.
(Signature of Member)
33. A proxy is valid for only one meeting or any adjournment thereof.
Part 6 – Directors and Officers
34. The Directors may exercise all such powers and do all such acts and things as the Society may exercise and do, and which are not by these Bylaws or by statute or otherwise, lawfully directed required to be exercised or done by the Society in a general meeting , but subject, nevertheless, to provisions of :
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.
35. No rule made by the Society in a general meeting invalidates a prior act of the Directors that would have been valid if that rule had not been made.
36. The President, Vice-President, Secretary, Treasurer and one or more Directors appointed upon incorporation or as determined by the members shall be Officers of the Society.
37. An Officer must be a Director and ceases to be an Officer when he ceases to be a Director.
38. There shall be five Directors or such other number determined from time to time at a general meeting.
39. The first Directors shall serve for two years and retire at the second first annual general meeting following incorporation.
40. A Director shall be elected at the annual general meeting for one term
41. The Directors shall retire at the expiration of their term when their successors shall be elected.
42. The President Officers shall be elected at annual meetings.
43. Officers other than President of The Bulgarian-Canadian Society of B.C. shall be appointed by resolution of the Board of Directors at the first meeting of the Board of Directors following the annual meeting of members in which the Directors are elected.
44. Election procedures at the annual general meeting shall be determined by the members present.
45. Officers shall serve for two years from the date of appointment or election or until their successors are elected or appointed in their stead. One officer term, upon election. Officers shall be subject to removal by resolution of the Board of Directors at any time.
46. Directors and officers may be re-elected.
a) The new Directors and Officers should be elected no later that 3 months before the beginning of their term.
b) During the 3-month period before taking the office, the newly elected Directors and Officers are expected to attend all meetings of the board of directors as observers and participate in the work of the society.
47. The terms of office shall be staggered to ensure continuity of personnel and experience within the Administration of the Board.
a) Upon expiration of their term, the old directors and officers shall become advisors to the new directors and officers.
b) The retired directors and officers are expected to work with the new directors and officers during the continuity of the new term but not less than 3 (three) months
c) In their role as advisors, the retired ex Directors and Officers will not be allowed to vote at the board of director’s meetings, but are expected to be involved into the affairs of the society and work towards it’s benefit.
d) After expiring of his term the President automatically takes the position of the Immediate Past President in the new Board of Directors, who is a member ex-officio until a new Past President results from a new election.
48. a) The Directors may at any time appoint a member as a Director to fill any Director vacancy;
b) The Directors may at any time appoint a Director to fill any officer vacancy;
c) A director so appointed holds office until the next annual general meeting;
d) Any officer so appointed shall serve the unexpired officer term of the Officer he is replacing;
e) If a Director or Officer ceases to hold office, the remaining Directors shall appoint a replacement in accordance with these by-laws;
f) No act or proceeding of the Directors is invalid only by reason of there being less than the prescribed number of Directors currently in office.
g) The members may by special resolution, remove a Director before the expiration of his office and may elect a successor to serve to the next annual general meeting.
49. In accordance with Paragraph 5 of the Constitution, no Director or Officer shall be remunerated for acting as such, but may be reimbursed for all expenses necessarily and reasonably incurred by him while engaged in the affairs of the Society.
50. A reasonable remuneration for agents, employees and committee members shall be fixed by the Board of Directors by resolution. Such resolution shall have force and effect, unless on a meeting of members such resolution is rejected, by resolution of the members, in which case the remuneration to such officers, agents or employees and committee members shall cease to be payable from the date of such meeting of members.
51. The Board of Directors may appoint such agents and engage such employees as it shall deem necessary from time to time and such persons shall have such authority and shall perform such duties as shall be prescribed by the Board of Directors at the time of such appointment.
52. The Directors may meet together at such times and places as they think fit for the dispatch of business, adjourn and otherwise regulate their meetings and proceedings as they see fit (provided that such regulations are not inconsistent with the Constitution of the Society and these by-laws), and may hold meetings, in whole or in part, by telephone or telephone conference call;
a) The Directors may from time to time fix the quorum necessary for the transaction of business, and unless so fixed the quorum shall be a majority of the Directors then in office. Directors participating by telephone or telephone conference call shall be considered part of the quorum;
b) The President shall be chairman of all meetings of the Directors unless the Directors decide otherwise;
c) A Director may at any time, and the Secretary on the request of a Director shall convene a meeting of the Directors;
53. The Directors may delegate any, but not all, of their powers to committees consisting of such persons as they see fit, and may name the committee.
A committee so formed in the exercise of the posers so delegated shall conform to any rules that may from time to time be imposed on it by the Directors, and shall report every act or thing done in exercise of those powers to the Directors.
54. Subject to directions from the Board, the committee shall determine its own procedure.
55. The members of a committee shall meet and adjourn, as they think proper.
56. A Director who may be absent temporarily from British Columbia may send or deliver to the address of the Society a waiver of notice, which may be by letter, telegram, telex or cable, of any meeting of the Directors and may, at any time withdraw the waiver, and until the waiver is withdrawn:
a) no notice of meetings 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.
57. a) Questions arising at any meeting of the Directors and committee of Directors shall be decided by a majority of votes.
b) In case of an equality of votes, the chairman does not have a second or casting vote.
58. No resolution proposed at a meeting of Directors or committee of Directors need be seconded, and the chairman of a meeting may move or propose a resolution.
59. A resolution in writing, signed by all of the Directors and place with the minutes of the Directors, is as valid and effective as if regularly passed at a meeting of Directors.
Part 7 – Duties of Officers
60. a) The President shall preside at all meetings of the Directors unless the members or Directors otherwise decide.
b) The President shall be the Chief Executive Officer of the Society.
61. The Vice-President shall carry out the duties of the President during the absence or disability of the President.
62. The Secretary shall:
a) conduct the correspondence of the Society;
b) issue notices of meetings of the Society and Directors;
c) keep minutes of all 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; and maintain the register of members.
63. The Treasurer shall:
a) ensure that full and accurate financial records are kept, in proper books of account as are necessary to comply with the Society Act;
b) render financial statements to the directors, members and others when required.
64. a) The offices of Secretary and Treasurer may be held by one person who shall be known as the Secretary – Treasurer.
b) Other officers, if any shall perform such duties as the Directors decide.
c) The Directors or members may add additional duties to any Director or Officer or transfer duties among Directors or Officers.
65. In the absence of the Secretary from a meeting, the Directors shall appoint another person to act as Secretary at the meeting.
66. A Director or acting Director shall:
a) act honestly and in good faith in the best interests of the Society, and
b) exercise the care, diligence and skill of a reasonable and prudent person in exercising power and performing functions as a Director
67. A Director or acting Director who is directly or indirectly interested in a proposed contract or transaction of the Society shall disclose promptly and fully the nature and extent of this interest to each member of the Board of Directors and comply with the Society Act.
68. The Directors shall enter in the register the names of all applicants for incorporation and the name of every other person admitted as a member of the Society, together with the following particulars of each:
a) the full name and resident address;
b) the date on which a person is admitted as a member; and
c) the date on which a person cease to be a member.
69. The Directors shall prepare all reports, including financial reports, required by law to be prepared by the Society for the annual general meeting.
70. The Directors shall, on behalf of the Society, file all financial and other reports that must be filed after the annual meeting as required by the Society Act, Income Tax Act or other law.
71. The Directors shall ensure that the Society has at leas one account with a chartered bank, credit union or trust company for the deposit of funds.
72. The Directors, on behalf of the Society, shall keep proper accounting records in respect of all financial or other transactions, and without limiting the foregoing, shall keep records of:
a) all money received and disbursed by the Society and the manner in respect of which the receipt and disbursement took place;
b) every asset and liability of the Society; and
c) every other transaction affecting the financial position of the Society.
Part 8 – Borrowing
73. The Directors may provide a common seal for the Society and they shall have the power from time to time to destroy it and substitute a new seal in place of the seal destroyed.
74. The common seal of the Society shall be in the custody of the Secretary or other person designated by the Directors.
75. The common seal shall be affixed to any document or instrument only when authorized by a resolution of the Directors and then only in the presence of the person prescribed in the resolution or if no persons are prescribed in the presence of the president and Secretary or President and Secretary-Treasures.
76. In order to carry out the purposes of the Society, the Directors may, on behalf of and in the name of the Society, borrow or raise or secure the payment of money in such a manner as they decide, and in particular but without limiting the generality of the foregoing, by the issue of debentures.
77. No debentures shall be issued without the sanction of a special resolution.
78. The members may by special resolution restrict the borrowing powers of the Directors until the next annual general meeting.
Part 10 – Auditor
79. This part applies only where the Society is required or has resolved to have an auditor.
80. The first auditor shall be appointed by the Directors, who shall also fill all vacancies occurring in the office of auditor.
81. At each annual general meeting, the Society may appoint an auditor to hold office until his re-appointment or the appointment of his successor at the next annual general meeting.
82. An auditor may be removed by ordinary resolution.
83. An auditor shall be informed forthwith in writing of his appointment or removal.
84. No Director or employee of the Society shall be auditor.
85. The appointed auditor/auditing firm may be represented at general meetings.
Part 11 – Notices Members
86. A notice may be given to a member personally, by mail to his registered address or by fax to his specified fax number, or by e-mail to his specified e-mail address.
87. 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.
88. a) Notice of general meeting shall be given to
i. every member shown on the Register of members on the day notice is given, and
ii. the auditor, if part 10 applies.
b) No other person is entitled to receive a notice of a general meeting.
Part 12 – By-Laws
89. After being admitted, a member is entitled to a copy of the Constitution and by-laws upon paying the sum of $1.00.
90. These by-laws shall not be altered or added to except by special resolution.
Date: December 17, 2001
Applicants for Incorporation Witness(es)
1. _________________________ _________________________
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2. _________________________ _________________________
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3. _________________________ _________________________
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4. _________________________ _________________________
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5. _________________________ _________________________
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