Constitution

1. The name of the Society is the Rocky Point Bird Observatory Society.

2. The purposes of the Society are:

a) to contribute to conservation of migratory birds in western North America through monitoring, research and public education.

b) to work with other societies and like bodies having interests in common with this Society, within and beyond the Province of British Columbia.

c) to do all such other things as are incidental, ancillary, or conducive to the attainment of the purposes and the exercise of the powers of the Society.

3. The operations of the Society are to be chiefly carried out in the region of Southern Vancouver Island. This paragraph is alterable.

4. The activities of the Society shall be carried on without purpose of gain for its members and any income, profits, or other accretions to the Society shall be used in promoting the purposes of the Society.

5. Upon winding-up or dissolution of the Society the assets remaining after the payment of all costs, charges and expenses properly incurred in the winding-up and after the payment of any debts of the Society, shall be distributed to Bird Studies Canada to benefit other organizations within the province of British Columbia who are members of the Canadian Migration Monitoring Network. If that shall not be possible, the assets shall be distributed to such charities, registered under the provisions of the Income Tax Act, as shall be designated by the directors.

6. Paragraphs 4, 5, and 6 are unalterable.

SOCIETY ACT

Bylaws of Rocky Point Bird Observatory Society

Part 1 - Interpretation

(1) 1 In these bylaws, unless the context otherwise requires:

"directors" means the directors of the Society for the time being;

"Society Act" means the Society Act of British Columbia from time to time in force and all amendments to it;

"registered address" of a member means the member's address as recorded in the register of the members .

(1) The definitions in the Society Act on the date these bylaws become effective apply to these bylaws.

2 Words importing the singular include the plural and vice versa.

Part 2 - Membership

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

4 A person may apply to the directors for membership in the Society and on acceptance by the directors is a member.

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

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 ceases to be a member of the Society

(a) upon delivering their resignation in writing to the secretary of the Society or by mailing or delivering it to the address of the Society,

(b) upon their death or, in the case of a corporation, on dissolution,

(c) on being expelled by a special resolution, or

(d) upon ceasing to be in good standing for 4 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 reasons for the proposed expulsion.

(1) 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.

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

10 The membership of a person in the Society in not transferable.

Part 3 - Meetings of Members

11 General meetings of the Society shall be held at the time and place, in accordance with the Society Act,as the directors decide.

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

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

14 (1) Notice of a general meeting shall specify the place, day and hour of the meeting, and, in case of special business, the general nature of that business.

(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 notices does not invalidate proceedings at that meeting.

15 The first annual general meeting of the Society shall be held not more than 15 months after the date of incorporation and after than 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

16 Special business is:

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

(b) all business conducted at an annual general meeting, except the following:

(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 the auditor, if required;

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

17 (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 quorum present, business then in progress shall be suspended until there is a quorum present or until the meeting is adjourned or terminated.

(2) A quorum is 5 members present in good standing or a greater number that the members may determine at a general meeting.

18 If within 30 minutes from the time appointed for a 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.

19 Subject to bylaw 20, 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.

20 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

(a) the president and all the other directors present are unwilling to act as the chair, the members present shall choose one of their number to be the chair.

21 (1) A general meeting may be adjourned from time to time and from place to place, but no business shall be conducted at an 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.

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

22 (1) A resolution proposed at a meeting need not be seconded, and the chair of a meeting may move or propose a resolution.

(2) In the case of a tie vote, the chair does 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 does not pass.

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

(2) Voting is by show of hands except as otherwise provided unless the majority of the persons present who are eligible to vote determine otherwise.

(2) Voting by proxy is not permitted.

24 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 considered as a member for all purposes with respect to a meeting of the Society.

Part 5 - Directors and Officers

25 (1) The directors may exercise all the powers and do all the acts and things that the Society may exercise and do, and that are not by these bylaws or by statute or otherwise lawfully directed or required to be exercises or done by the Society in a general meeting, but subject, nevertheless, to (a) all laws affecting the Society,

(a) these bylaws, and

(a) rules, not being inconsistent with these bylaws, that are made from time to time by the Society in a general meeting.

(2) A rule, made by the Society in a general meeting, does not invalidate a prior act of the directors that would have been valid if that rule had not been made .

26 (1) The president, vice-president, secretary, treasurer and one or more other persons are the directors of the Society,

(2) The number of directors shall be 5 or a greater number determined from time to time at a general meeting.

27 (1) The directors shall retire from office at each annual general meeting when their successors are elected.

(2) Separate elections shall be held for each office to be filled.

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

(2) If a successor is not elected, the person previously elected or appointed, shall at their option, continue to hold office.

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) A director so appointed holds office only until the conclusion of the next annual general meeting of the Society, but is eligible for re-election at the meeting.

(2) An act or proceeding of the directors is not invalid merely because there are less than the prescribed number of directors in office.

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

30 A director shall not be remunerated for being or acting as a director but a director shall be reimbursed for all expenses necessarily and reasonably incurred by the director while engaged in the affairs of the Society. Part 6 - Proceedings of Directors

31 (1) The directors may meet at the places they think fit to conduct business, adjourn and otherwise regulate their meetings and proceedings, as they see fit.

(2) The directors may from time to time set the quorum necessary to conduct business. At minimum and unless so fixed the quorum shall be a majority of the directors then in office.

(2) The president is the chair of all meetings of the directors, but if at a meeting the present 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 the chair at that meeting.

(2) A director may at any time, and the secretary, on the request of a director, shall convene a meeting of the directors.

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

(2) A committee so formed in the exercise of the powers so delegated shall conform to any rules 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 held after the act or thing has been done.

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 the chair of the meeting.

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

35 For a 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, telegram, telex, cable or email, of any meeting of the directors and may at any time withdraw the waiver, and until the waiver is withdrawn,

(a) a notice of meeting of directors is not required to 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 the director, if a quorum of the directors is present, are valid and effective.

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

(2) In the case of a tie vote, the chair does not have a second or casting vote.

38 A resolution proposed at a meeting of directors or committee of directors need not be seconded, and the chair of a meeting may move or propose a resolution.

39 A resolution in writing, signed by a majority of the directors and placed 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

40 (1) The president presides at all meetings of the Society and of the directors.

(2) The president is the chief executive officer of the Society and shall supervise the other officers in the execution of their duties.

41 The vice-president shall carry out the duties of the president during the president's absence.

42 The secretary shall

(b) conduct the correspondence of the Society;

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

(b) keep minutes of all meetings of the Society and directors;

(b) have custody of all records and documents of the Society except those required to be kept by the treasurer;

(b) have custody of the common seal of the Society;

(b) maintain the register of members

43 The treasurer shall

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

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

44 (1) The offices of secretary and treasurer may be held by one person who is to be known as the secretary treasurer.

(2) If a secretary treasure holds office, the total number of directors shall not be less than 5 or the greater number that may have been determined under bylaw 26 (2).

45 In the absence of the secretary from a meeting, the directors shall appoint another person to act as the 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 specified in the resolution, or if no persons are specified, in the presence of the present 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 that power, by the issue of debentures.

49 No debenture shall be issued without the authorization 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. Part 10 - Notices to Members

51 A notice may be given to a member, either personally or by mail to the member at the member's registered address.

52 A notice sent by mail is deemed to have been given on second day following the day on which the notice is posted, and in providing that notice has been given, it is sufficient to prove the notice was properly addressed and put in a Canadian post office receptacle.

53 (1) Notice of a general meeting shall be given to every member shown on the

register of members on the day notice is given.

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

Part 11 - Bylaws

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

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

Dated: February 9 2000

Applicants for Incorporation Witnesses

Michael Setterington

Thomas W. Gillespie

Beverley Glover

David Allinson

Claudia Riveros

Copyright 2008, Rocky Point Bird Observatory.