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Strathcona Residents Association Constitution & Bylaws

CONSTITUTION
The name of the society is the Strathcona Residents Association
The purposes of the association are:
To promote the health, safety and well-being of residents living in the Strathcona neighbourhood of Vancouver, British Columbia by:
(i) Supporting initiatives that promote multicultural, mixed-income, and family populations; and
(ii) Promoting the preservation of the heritage and architectural character of the neighbourhood; and
(iii) Promoting and coordinating the planning and implementation of strategies and activities related to community safety, crime prevention, traffic calming, and safe spaces; and
(iv) Organizing regular resident meetings, activities, and special events; and
(v) Working with and supporting the activities of community organizations, other resident groups, local businesses and business associations, and governments as appropriate.
BY LAWS 
Part 1 - Interpretation
(1) In these by-laws, unless the context otherwise requires,
“SRA” shall stand for and represent the Strathcona Residents Association.
“directors” means the directors of the association for the time being; directors as a group shall be referred to as the “Executive Council”;
“Society Act” means the Society Act of the Province of British Columbia from time to time in force and all amendments to it;
“registered address” of a member means his address as recorded in the registry of members;
“director term” shall be as described in section 28 of these by-laws, with one year to be calculated as the time between an annual general meeting and the next immediate annual general meeting; 
“officer term” means the time between the Executive Council meeting following an annual general meeting and the first Executive Council meeting following the immediate next annual general meeting; 
“member” means an individual who has been accepted by the directors for membership in the association pursuant to section 4 of these bylaws;
“special resolution” means as it is prescribed in the Interpretation Section of the Society Act;
The definitions in the Society Act and all amendments to it shall apply to these by-laws.
Words importing the singular include the plural and vice versa; and words importing a male person include a female person and a corporation.
Part 2 - Membership
The members of the association are the applicants for incorporation of the association, 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. A person that is employed by the society shall not be eligible for membership.
6. For a member to be eligible to vote at a general meeting or regular resident meeting, they must have attended a minimum of three monthly SRA meetings in the previous calendar year. Voting eligibility takes effect as of the fourth meeting attended. 
7. Every member shall uphold the constitution and comply with these bylaws.
8. The amount of the first annual membership dues (if any) must be determined by the directors and after that the annual membership dues (if any) must be determined at a general resident meeting of the society.
9. A member 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 registered address of the society, or on his or her death, or on being expelled, or on ceasing to reside in the Strathcona neighbourhood.
10. (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 must be accompanied by a brief statement of the reasons or reason for the proposed expulsion.
(3) The member who is the subject of the proposed resolution for expulsion must be given an opportunity to be heard at resident meeting before the special resolution is put to a vote.
11. All members are in good standing except a member who has resigned or has ceased to be a resident of Strathcona.
Part 3 - Meetings of Members
12. Meetings of the association shall be held at such time and place, in accordance with the Society Act, as the executive council decides.
13. Every meeting, other than an annual general meeting is deemed a general resident meeting.
14. Members of the Executive Council may, whenever they think fit, convene a general resident meeting. This meeting will normally take place on the first Wednesday of each month. 
15. (1) Notice of a general resident meeting of shall specify the place, the day and the hour of the meeting and, in case of special business, the general nature of that business. Notice posted on the SRA website and/or circulated in the SRA newsletter will be deemed sufficient for this purpose. 
(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 proceedings at that meeting.
16. The first annual general meeting of the society must be held no more than 15 months after the date of incorporation and after that an annual general meeting of the society must be held at least once every calendar year and not more than 15 months after holding the last preceding annual general meeting.
17. Business to be transacted at an annual general meeting shall include:
the adoption of rules of order;
the consideration of the financial statements;
the report of the Executive Council;
the report of the auditor, if any;
the election of Executive Council;
the appointment of the auditor, if required; and
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.
18. (1) No business other than the election of a chairman and the adjournment or termination of the meeting shall be conducted at an annual 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, business then in progress shall be suspended until there is quorum present or until the meeting is adjourned.
(3) A quorum is members present, in good standing pursuant to section 4 of these by-laws shall be at least ten (10) persons of which no more than four (4) shall be Executive Council members.
19. If within 30 minutes from the time appointed for a members’ 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.
20. If at a general meeting
(1) there is no president, vice-president or any other director present within 15 minutes after the time appointed for holding the meeting, or
(2) the president and all the other directors present are unwilling to act as chairperson, the members shall chose one of their number to be chairperson.
21. (1) A general meeting 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) 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 adjournment or the business to be transacted at an adjourned general meeting.
22. (1) No resolution proposed at a meeting need be seconded and the chairman of a meeting may move or propose a resolution.
(2) In the case of equality of votes the chairperson 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.
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, unless the members otherwise decide.
(3) Voting by proxy is not permitted.
(4) For a special resolution to pass, it must receive at least 2/3 of the votes of all eligible voting members attending a general or regular meeting.
Part 5 - Directors and Officers
25. (1) The directors, otherwise known as the Executive Council, may exercise all such powers and so all such acts and things as the society may exercise and so, and which are not by these by-laws or statute or otherwise lawfully directed or required to be exercised or done by the society in general meeting, but subject, nevertheless, to the provisions of all laws affecting the society
these by-laws, and 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.
26. (1) The President, Vice-President, Secretary, Treasurer and one or more other persons appointed upon incorporation or as determined by the members shall be officers of the society.
(2) An officer must be a director and ceases to be an officer when he ceases to be a director.
27 There shall be not less than three (3) people and not more than seven (7) directors elected to the Executive Council at the group’s Annual General Meeting. Directors must be at least 18 years old. The Executive Council shall always include at least one home-owning member and at least one renting member. 
28. (1) The first directors shall retire at the annual general meeting 
(2) A director’s term of office is until the end of the next AGM after his or her election or appointment, unless they resign, cease to be a qualified member, or are removed by the Executive Council beforehand. 
(3) The directors shall retire at the expiration of their term, when their successors will be elected.
(4) A director shall be elected at the annual general meeting for one term.
(5) Unless otherwise provided by the members present at the annual general meeting, the officers shall be elected by the directors from among the directors at the first meeting of the Executive Council following the annual general meeting and in the manner approved by the directors. 
(6) Election procedures at the annual general meeting shall be determined by the members present.
(7) Officers shall serve for one officer term of one year upon election.
29. (1) The directors may at any time appoint a member as a director to fill a vacancy in the directors, a director so appointed shall represent the membership designation as the departing director.
(2) The directors may at any time appoint a director to fill any officer vacancy.
30. (1) If a director or officer ceases to hold office, the remaining shall appoint a replacement in accordance with these by-laws.
(2) No act or proceeding of the directors is invalid only by reason of there being less than the prescribed number of directors in office.
31. 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 meeting.
32. 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 him while engaged in the affairs of the society.
Part 6 - Proceedings of the Executive Council
33. (1) Directors forming the Executive Council may meet together at such places as they think fit for the dispatch of business, adjourn and otherwise regulate their meetings and proceedings, as they see fit.
(2) The Executive Council 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 be chairman of all meetings of the Executive Council, unless the directors otherwise decide.
(4) A director may at any time, and the secretary on the request of a director, shall, convene a meeting of the Executive Council.
34. (1) The directors may delegate any, but not all, of their powers to committees consisting of such persons as they think fit and may name the committee.
(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 the exercise of those powers to the Executive Council. 
35. Subject to directions of the Executive Council, the committee shall determine its own procedures.
36. The members of a committee may meet and adjourn as they think proper.
37. A newly appointed or elected director or directors shall be notified of the first meeting of the Executive Council following their appointment or election but failure to notify such new directors shall not void the meeting, if a quorum is present.
38. (1) Questions arising at any meeting of the Executive Council shall be decided by a majority of votes.
(2) In case of an equality of votes the chair does not have a second or casting vote. 
39. No resolution proposed at a meeting of the Executive Council need be seconded and the chair of a meeting may move or propose a resolution.
40. A resolution in writing, signed by all the directors and placed with the minutes of the Executive Council is as valid and effective as if regularly passed at a meeting of the Council.
Part - 7 - Duties of Officers
41. (1) The president shall preside at all meetings of the society and of the Executive Council, unless the members or directors otherwise decide.
(2) The president is the chief executive officer of the society.
42. The vice-president shall carry out the duties of the president during his/her absence.
43. The secretary shall a. conduct the correspondence of the society, issue notice of meetings of the society and directors, keep minutes of all meetings of the society and Executive Council, have custody of all records and documents of the society except those required to be kept by the treasurer, have custody of the common seal of the society, and maintain the register of members.
44. 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.
45. (1) The offices of secretary and treasurer may be held by one person who shall be known as the secretary-treasurer.
(2) Other officers, if any, shall perform such duties as the members decide.
(3) The directors or members may add additional duties to any director or officer or transfer duties among directors or officers.
46. In the absence of the secretary for a meeting, the directors shall appoint another person to act as secretary at the meeting.
Part - 8 - Seal
47. The directors may provide a common seal for the society and they shall have power from time to time to destroy it and substitute a new seal in place of the seal destroyed.
48. 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.
Part - 9 - Borrowing
49. 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 such manner as they decide and in particular but without limiting the generality of the foregoing, by the issue of debentures.
50. No debenture shall be issued without the sanction of a special resolution.
51. The members may by special resolution restrict the borrowing powers of the directors but a restriction so imposed expires at the next annual general meeting.
Part - 10 - Auditor
52. This part applies only where 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 to hold office until he is re-elected or his successor is elected at the next annual general meeting.
55. An auditor may be removed by ordinary resolution.
56. An auditor shall be informed forthwith in writing of appointment or removal.
57. No director and no employee of the society shall be auditor.
58. The auditor may attend general meetings.
Part - 11 - Notice to Members
58. A notice may be given to a member, either personally, by mail delivery, or by email to that person at their registered address.
59. (1) 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.
A notice sent email shall be deemed to have been given when the sender is notified of delivery by a ‘Received’ receipt from the recipient’s email address.
60. (1) Notice of a general meeting shall be given to every member shown on the register of members on the day notice is given, and the auditor, if Part 10 applies.
(2) No other person is entitled to receive a notice of general meeting.
Part - 12 - By-laws
61. After being admitted a member is entitled to a copy of the Constitution and By-laws. 
62. These by-laws shall not be altered or added to except by special resolution.
63. In the event of winding up or dissolution of the association, funds and assets of the association remaining after the satisfaction of its debts and liabilities, shall be given or transferred to such organization or organizations promoting the same purposes as this association, as may be determined by the members of the society at the time of winding up or dissolution, and if effect cannot be given to the aforesaid provision, then such funds shall be a charitable trust qualified as such under the provisions of the Income Tax Act of Canada from time to time in effect.
64. The purposes of this association shall be carried on without profit or gain for its members or directors and any profits or other accretions to the association shall be used for promoting its purposes.
65. Paragraphs 63, 64 and 65 of this Constitution were previously unalterable in accordance with section 22 of the Society Act.