Yikh Lhiw Dinle Housing Society

Constitution

1. The name of the society is “Yikh Lhiw Dinle Housing Society” hereinafter referred to as the “Society”

 

2. The purposes of the Society are to operate exclusively as a charitable institution (without profit to its members) to construct, provide, maintain, lease, own and manage one or more housing projects for families and persons of low-to-moderate income and primarily for Native persons.

By-laws

Part 1 – Interpretation

1.1  In these bylaws, unless the context otherwise requires:

(a)  directors” means the director of the Society for the time being;

(b)  “Society Act” means the Society 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 the members address as recorded in the Register of Members;

(d)  Society means “Yikh Lhiw Dinle Housing Society”.

1.2  The definitions in the Society 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 female person include a male person and a corporation, as the context requires.

Part 2 – Membership

2.1  The members of the Society are the applicants for the incorporation of the Society and those persons who have subsequently become members in accordance with these bylaws and, in either case, have not ceased to be members.

2.2  A person may apply to the directors for membership on the Society and on acceptance by the directors shall be a member.

2.3  Only directors of Yikh Lhiw Dinle Housing Society are eligible to apply for membership in the Society.

2.4  The directors may not grant membership in the Society to any person who is not eligible for membership pursuant to bylaw 2.3.

2.5  Every member shall uphold the constitution and comply with these bylaws.

2.6  There shall be no annual membership dues.

2.7  A person shall cease to be a member of the Society on the earliest happening of the following events:

(a) by delivering her resignation in writing to the secretary of the Society or by mailing or delivering the resignation to the address of the Society; or

(b) on her death or in case of a body corporate on dissolution; or

(c) upon ceasing to be a director of Yikh Lhiw Dinle Housing Society.

2.8  All members are members in good standing.

2.9  A member may not be expelled.

 

Part 3 – Meetings of Members   

3.1  General meetings of the Society shall be held at the time and place, in accordance with the Society act, that the directors decide.

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

3.3  The directors may, when they think fit, convene an extraordinary general meeting.

3.4  Notice of general meeting shall specify the place, day and hour of meeting and, in case of special business, the nature of that business.

3.5  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 proceedings at that meeting.

3.6  The first annual general meeting of the Society shall be held not more than 15 months after the date of incorporation and after that an annual general meeting shall be held at least once every calendar year and not more than 15 months after the holding of last preceding annual general meeting.

Part 4 – Proceeding at General Meeting

4.1 Special Business is:

(a) all business at an extraordinary general meeting except the adoption of rules of order; and

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

(i) the adoption of rules of order;

(ii) the consideration of the financial statements;

(iii) the report of the directors;

(iv) the report of the auditor, if any;

(v) the election of directors;

(vi) the appointment of an auditor, if required; and

(vii) the other business that under these bylaws ought to be transacted at an annual general meeting, or business which is brought under the consideration by the report of the directors issued with the notice convening the meeting.   

4.2  (1) No business, other than the election of a person to chair the meeting 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 anytime 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.

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

4.3  If within 30 minutes from the time appointed for general meeting a quorum is not present, the meeting, if convened on the requisition of 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 30 minutes from the time appointed for the meeting, the members present constitute a quorum.

4.4  Subject to bylaws 4.5, the president of the Society or in her absence the vice-president or the absence of both one of the directors’ present, shall preside as chairperson of a general meeting.

4.5  If at a general meeting:

(a) there is no president, vice-president or other director present within 15 minutes after the time appointed for holding the meeting; or

(b) the president vice-president and all other directors present are unwilling to act as chairperson;

The members present shall choose one of their members to be chairperson.

4.6  (1) A general may be adjourned from time to time and from 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.

(2) Where a meeting is adjourned for 10 days or more, notice of adjourned meeting shall be given as in the case of the original meeting.

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

4.7  (1) The chairperson of a meeting may move or propose a resolution.

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

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

(2) Voting by the membership is by show of hands unless, prior to the vote, a member requests that voting be by poll, in which case voting shall be by poll.

(3) Voting by proxy is not permitted.

 

Part 5 – Directors and Officers

5.1  (1) The directors may exercise all the powers and do all the acts and things that the Society may exercise and do, and which are not by these bylaws or by statue 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 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)  The number of directors shall be three or a greater number determined from time to time at a general meeting.

(4)  The directors shall retire from office at each annual general meeting when their successors shall be elected.

(5)  Only a member of the Society may be elected or appointed a director of the Society.

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

5.2  (1) If a director resigns her 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 be reason of there being less than the prescribed number of directors in office.

5.3 The members may by special resolution remove a director before the expiration of her term of office, and may elect a successor to complete the term of office.

5.4 Directors may not be remunerated in any capacity; however, directors may be reimbursed for necessary and reasonable expenses incurred while acting on behalf of the Society. The Society will not alter or delete this bylaw with out first obtaining the written consent of British Columbia Housing Management Commission.

5.5 The directors shall appoint from among their number, at their first meeting after the annual general meeting, president, a vice-president, a secretary and a treasurer (or a secretary-treasurer) and such other officers of the Society as the directors see fit.

 

Part 6 – Proceedings of Directors 

6.1  (1) The directors may meet together at the places they think fit 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 for the transaction of business and unless so fixed the quorum shall be a majority of the directors then in office.

(3) The president shall chair all meetings of the directors; but if at any meeting the president, or in her absence, the vice-president is not present within thirty minutes after the time appointed for holding the meeting, the directors present may choose one of their number to be chairperson at the meeting.

6.2  (1) The directors may delegate any, but not all, of their powers to committees consisting of one or more directors as they think fit.

(2) A committee so formed in the exercise of the powers 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 earliest meeting of the directors to be held next after it has been done.

(3) A committee shall elect a chairperson of its meeting, but if no chairperson is elected, or if at any meeting the chairperson is not present within thirty 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 person of the meeting.

(4) The member of a committee may meet and adjourn as they think proper.

6.3  For the first meeting of director 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 the vacancy in the directors, it is not necessary to give notice of the meeting to newly elected or appointed director or directors for the meeting to be constituted, if a quorum of the directors is present.

6.4  (1) Questions arising at any meeting of the directors and committee of directors shall be decided by a majority of votes.

(2) In case of any equality of votes, the chair person shall not have a casting or second vote in addition to the vote to which he or she may be entitled as a director and the proposed resolution shall not pass.

6.5  No resolution proposed at a meeting of the directors or committee of directors need to be seconded and the chairperson of a meeting may move or propose a resolution. 

6.6  A resolution in writing signed by all the directors and placed with the minutes of the directors is a valid and effective as if regularly passed at a meeting of directors.

 

Part 7 – Duties of Officers

7.1  The president is the chief executive officer of the Society and shall:

(a) preside at all meetings of the Society and of the directors; and

(b) supervise the other officers in the execution of their duties.

7.2  The Vice-president shall resume the duties of the president in his or her absence.

7.3  The secretary shall:

(a) conduct the correspondence of the Society;

(b) issue notices of meetings of the Society and directors;

(c) keep minutes of 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

(f) maintain the register of members.

7.4  The treasurer shall:

(a) keep such financial records, including books of account, as are necessary to comply with the Society Act; and

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

7.5  The directors may combine the offices of the secretary and treasurer into an office to be known as secretary-treasurer, and the secretary – treasurer shall perform all of the duties of the secretary and the treasurer, as set out in bylaws 7.3 and 7.4.

7.6  In the absence of the secretary (or the secretary-treasurer) from a meeting, the directors shall appoint another person to act as secretary at the meeting.

Part 8 – Protection and Indemnification of Directors and Officers 

8.1  Subject to the provisions of the Act, each director and officer of the Society shall be indemnified by the Society against expenses reasonably incurred by the director or officer in connection with any action, suit or proceeding to which the director or officer may be made a party by reason of being a director or officer of the Society, except in relation to matters as to which the director or officer shall be finally adjudged in such action, suit or proceeding to have been, in the performance of her duty as a director or officer, grossly negligent, criminally negligent, or intentionally engaged in tortious conduct with the intent to defraud, deceive, misrepresent or improperly take advantage of an opportunity available to the Society. 

8.2  Subject to the prevision of the Act, the directors are authorized to give indemnities from time to time to any director or other person who has undertaken or is about to undertake any liability on behalf of the Society or any body corporate controlled by the Society, and to secure such director or other person against loss by mortgage and charge on the whole or any part of the real and personal property of the Society by way of security, and any action from time to time taken by the directors under this bylaw shall not require approval or confirmation by members.

8.3  The directors in their discretion may submit any contract, act or transaction for approval, ratification or confirmation at any annual or other meeting of the members called for the purpose of considering the same and any contract, act or transaction that may be approved, ratified or confirmed by a resolution passed by majority of votes cast at such meeting (unless any different or additional requirements is imposed by the Act or these bylaws) shall be as valid and binding upon the Society and upon all the members as though it had been approved, ratified and confirmed by every member of the Society.

8.4  Subject to the provisions of the Act, no director or officer for the time being of the Society shall be liable for the acts, neglects or defaults of any other director, officer or employee of the Society or for joining in any receipt or act for conformity or for any loss, damage, expense or happening to the Society through the insufficiency or deficiency of title to any property acquired by order of the directors for or on behalf of the Society, or for the insufficiency or deficiency of any security in and upon which any moneys of or belonging to the Society shall be placed out or invested, or for any loss or damage arising from bankruptcy, insolvency or tortious act of any person, firm or corporation with whom or which any funds or property of the Society shall be lodged or deposited, or for any loss, damage or misfortune whatsoever which may happen in the execution of the duties of the director or officer’s respective office or trust or in relation to that office or trust, unless all or any of the same shall happen by or through the willful act, default or neglect of such director or officer. 

8.5  The Society shall, to the full extent permitted by the Act, indemnify and hold harmless every person serving as a director or officer of the Society, every person who has ever or who shall ever serve as director or officer, and the heirs and legal representatives of all of those persons.

8.6  Expenses incurred by any director or officer or former director or officer of the Society with respect to any claim, action, suit or proceeding may be advanced by the Society prior to the final disposition of the claim, action, suit or proceeding in the discretion of the directors and upon receipt of an undertaking satisfactory in form and amount to the directors by or on behalf of the recipient to repay such amount unless it is ultimately determined she is entitled to indemnification under this part.

8.7  The Society shall apply to the Supreme Court of British Columbia for any approval that court which may be required to make the indemnities under the Part effective. Each director and officer of the Society on being elected or appointed shall be deemed to have contracted with the Society upon the terms of the indemnities set out in this Part.

8.8  The failure of a director or officer or officer of the Society to comply with the provisions of the Act or of the constitution of the Society or these bylaws shall not invalidate any indemnity to which such director or officer is entitled under this Part.

8.9  The Society may purchase and maintain insurance for the benefit of any and all directors, officers, employees or agents against personal liability incurred by such person as a director, officer, employee or agent.

8.10  The provision of this Part shall be in addition to and amplification of (and not by way of limitation of or substitution for) any rights, immunities or protection conferred upon any director or officer by any statute, law, matter or other thing of any kind or nature.

Part 9 – Seal

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

9.2  The common seal shall be affixed only when authorized by 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.

Part 10 – Borrowing    

10.1  In order to carry out the purpose 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 by without limiting the foregoing, by the issue of debentures.

10.2  The member may by special resolution restrict the burrowing powers of the directors, but a restriction imposed expires at the next general meeting.

Part 11 – Auditor

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

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

11.3  At each general meeting, the Society may appoint an auditor to hold office until the auditor is re-elected or her successor is elected at the next annual general meeting.

11.4  An auditor may be removed by ordinary resolution.

11.5  An auditor shall be informed forthwith in writing of appointment or removal.

11.6  No director and no employee of the Society shall be the auditor.

11.7  The auditor may attend general meetings.

Part 12 – Notices to Members

12.1  A notice may be given to a member, either personally or by fax or by mail to the member’s registered address.

12.2  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 on a Canadian post office receptacle.

12.3  (1) Notice of general meeting shall be given to:

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

(b) the auditor if Part 11 applies.

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

Part 13 – bylaws

13.1  These bylaws shall not be altered or added to except by special resolution.

13.2  The Society shall be carried on without object or purpose of gain for its members, and no part of any income of the Society shall be payable or otherwise available for the personal benefit of its members, and any profits or other accretions to the Society shall be used only for promoting its purposes.

13.3  Upon wind-up or dissolution of the Society, the assets remaining after the payment of all costs, charges and expenses properly incurred in the wind-up, including the renumeration of a liquidator, and after payment to employees of the Society of any arrears of salaries or wages, and after payment of any other debts of the Society, shall be distributed to the Witset First Nation, if then in existence and a charitable organization, or if the Witset First Nation is not then in existence or a charitable organization, then to such other charitable organization or organizations registered under the provisions of the Income Tax Act and having aims or purposes similar to those of this Society, which shall be designated by the board of directors.  The Society will not alter or delete this bylaw without first obtaining the written consent of the British Columbia Housing Management Commission.

13.4  The Society will not alter or delete its purpose to provide affordable housing for low-to-moderate income persons and families and the Society will not alter or delete the bylaw with out first obtaining the written consent of the British Columbia Housing Management Commission.

13.5  On being admitted to membership, a member is entitled to and the Society shall give the member, without charge, a copy of the constitution and bylaws of the Society.