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 email address” of a member means the member’s email address as recorded in the register of members.
(2) 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, and words importing a male person include a female person and a corporation.
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.
(previously unaltered text from the original Constitution)
(a) To be eligible for membership in the society, a person must support the purposes of the society, but that person:
(i) does not have to practice polyamory;
(ii) need not have a past history of polyamorous experience; and,
(iii) may lack any intention to practice polyamory in the future.
4 A Canadian citizen or resident, of eighteen years or older, may apply to the directors for membership in the society and on acceptance by the directors is a member.
5 Every member must uphold the constitution and comply with these bylaws.
6 The amount of the first annual membership dues must be determined by the directors, and after that, the annual membership dues must be determined at the annual general meeting of the society.
7 A person ceases to be a member of the society
(a) by delivering his or her resignation in writing to the secretary of the society or by mailing or delivering it to the address of the society,
(b) on his or her death,
(c) upon being expelled, or
(d) on having been a member not in good standing for 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 must be accompanied by a brief statement of the reasons for the proposed expulsion.
(3) The person who is the subject of the proposed resolution for expulsion must be given an opportunity to be heard at the general meeting before the special resolution is put to the vote.
9 All members are in good standing except a member who has failed to pay his or her 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.
Part 3 – Meetings of Members
10 General meetings of the society must be held at the time and place, in accordance with the Society Act, that the directors decide.
11 Every general meeting, other than an annual general meeting, is an extraordinary general meeting.
12 The directors may, when they think fit, convene an extraordinary general meeting.
13 (1) Notice of a general meeting must 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 a notice does not invalidate proceedings at that meeting.
14 The first annual general meeting of the society must be held not more than 15 months after the date of incorporation, and after that, an annual general meeting must 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 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 consideration by the report of the directors issued with the notice convening the meeting.
16 (1) Business, other than the election of a facilitator and the adjournment or termination of the meeting, must not 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, the business then in progress must be suspended until there is a quorum present or until the meeting is adjourned or terminated.
(3) A quorum is three members present or a greater number that the members may determine at a general meeting.
17 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, must be terminated, but in any other case, it must 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.
18 Subject to bylaw 19, a director present must preside as the facilitator of a general meeting.
19 If at a general meeting
(a) there is no director present within 15 minutes after the time appointed for holding the meeting, or
(b) all the directors present are unwilling to act as the facilitator,
the members present must choose one of their number to be the facilitator.
20 (1) A general meeting may be adjourned from time to time and from place to place, but business must not 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 ten days or more, notice of the adjourned meeting must 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 an adjournment or the business to be conducted at an adjourned general meeting.
21 (1) A resolution proposed at a meeting need not be seconded, and the facilitator of a meeting may move or propose a resolution.
(2) In the case of a tie vote, the facilitator does not have a casting or second vote in addition to the vote to which they may been entitled to as a member, and the proposed resolution does not pass.
22 (1) A member in good standing present at a meeting of members is entitled to one vote.
(2) Voting is by a show of hands or, if the directors have established a system of electronic communication to allow the participation of members not physically present at the meeting, then voting can also be via that system.
(3) Voting by proxy is not permitted.
Part 5 – Directors and Officers
23 (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 exercised or done by the society in a 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 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.
24 (1) The coordinator, co-coordinator, secretary, treasurer and one or more other persons are the directors of the society.
(2) The number of directors must be 3 or a greater number determined from time to time at a general meeting.
25 (1) The directors must retire from office at each annual general meeting when their successors are elected.
(2) Separate elections must be held for each office to be filled.
(3) An election may be by acclamation otherwise, it must be by ballot.
(4) If a successor is not elected, the person previously elected or appointed continues to hold office.
26 (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) 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.
27 (1) If a director resigns his or her office or otherwise ceases to hold office, and this resignation or cessation to hold office results in less than the prescribed number of directors in office, the remaining directors must appoint a member to take the place of the former director.
(2) An act or proceeding of the directors pursuant to clause (1) above is not invalid merely because there are less than the prescribed number of directors in office.
28 A director must not be remunerated for being or acting as a director, but a director may be reimbursed for expenses necessarily and reasonably incurred by the director while engaged in the affairs of the society.
29 The members may, by special resolution, remove a director, before the expiration of his or her term of office, and may elect a successor to complete the term of office.
30 The directors may at their discretion restrict any document from being inspected by members
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. Directors meetings may be conducted by telephone conference, email conference, or by any other electronic means determined by the directors.
(2) The directors may from time to time set the quorum necessary to conduct business, and unless so set the quorum is a majority of the directors then in office.
(3) The directors must select a facilitator of its meetings, but if no facilitator is selected, or if at a meeting the facilitator is not present within 30 minutes after the time appointed for holding the meeting, the directors present must choose one of their number to be the facilitator of the meeting.
(4) A director may at any time, and the secretary, at the request of a director, must convene a meeting of the directors.
32 The directors may create ex officio board member positions who do not factor into the quorum calculation of the directors and who participate as non-voting members in any and all meetings of the directors. Ex officio board member positions such created may be removed by the directors.
a) Ex officio members who are specific organizational representatives would serve on the board “by reason of their office”. That is, they would be appointed because of the position they hold in another organization compatible with CPAA, and would cease to be an ex officio member if their position in that other organization ceased. Where their position in that other organization ceased, the successor will automatically take their place as the ex officio member. The organization must be a member in good standing with the CPAA, including an organizational membership fee that is transferable to the new representative, prior to taking the position of ex officio member.
b) Ex officio members who are individuals (and not a specific organizational representative) shall have the same term limits as directors with the appointment being made or renewed at the Society’s AGM. The number of ex officio board members, both individual and specific organizational representative, on the Board of Directors may not exceed the number of directors.
33 (1) The directors may delegate any, but not all, of their powers to committees consisting of a director, directors, and/or members as they think fit.
(2) A committee so formed in the exercise of the powers so delegated must conform to any rules imposed on it by the directors and must 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.
34 A committee must select a facilitator of its meetings, but if no facilitator is selected, or if at a meeting the facilitator is not present within 30 minutes after the time appointed for holding the meeting, the committee members present must choose one of their number to be the facilitator of the meeting.
35 The members of a committee may meet and adjourn as they think proper.
36 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.
37 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 a 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 director, if a quorum of the directors is present, are valid and effective.
38 (1) Questions arising at a meeting of the directors and a meeting of a committee must be decided by a majority of votes.
(2) In the case of a tie vote, the facilitator does not have a second or a casting vote.
39 A resolution proposed at a meeting of directors or a meeting of a committee need not be seconded, and the facilitator of the meeting may move or propose a resolution.
40 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 directors.
Part 7 – Duties of Officers
41 The coordinator:
(a) ensures that the decisions of the society are carried out;
(b) ensures that meetings of the society occur and are facilitated; and
(c) performs other tasks as directed by the society.
42 The co-coordinator:
(a) assists the coordinator;
(b) during the coordinator’s absence carries out the duties of the coordinator; and
(c) performs other tasks as directed by the society.
43 The secretary:
(a) ensures that correspondence of the society is conducted;
(b) issues notices of meetings of the society and directors;
(c) keeps minutes of all meetings of the society and directors;
(d) has custody of all records and documents of the society except those required to be kept by the treasurer;
(e) has custody of the common seal of the society; and
(f) maintains the register of members.
44 The treasurer
(a) keeps the financial records, including books of account, necessary to comply with the Society Act, and
(b) renders financial statements to the directors, members and others when required.
45 The offices of secretary and treasurer may be held by one person who is to be known as the secretary-treasurer.
46 In the absence of the secretary from a directors’ or general membership meeting, the directors must 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 may destroy a seal and substitute a new seal in its place.
48 The common seal must 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 coordinator and secretary or coordinator and secretary-treasurer.
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 the manner they decide, and, in particular, but without limiting that power, by the issue of debentures.
50 A debenture must not be issued without the authorization of a special resolution.
51 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 – Auditor
52 This Part applies only if the society is required or has resolved to have an auditor.
53 The first auditor must be appointed by the directors who must also fill all vacancies occurring in the office of auditor.
54 At each annual general meeting, the society must appoint an auditor to hold office until the auditor is re-elected or a successor is elected at the next annual general meeting.
55 An auditor may be removed by ordinary resolution.
56 An auditor must be promptly informed in writing of the auditor’s appointment or removal.
57 A director or employee of the society must not be its auditor.
58 The auditor may attend general meetings.
Part 11 – Notices to Members
59 A notice may be given to a member, either personally, by post mail at the member’s registered postal address, or by email to the member at the member’s registered email address.
60 A notice sent by postal mail or email is deemed to have been given on the second day following the day on which the notice is posted, and in proving that notice has been given, it is sufficient to prove the notice was properly addressed and sent by email or put in a Canadian post office receptacle.
61 (1) Notice of a general meeting must be given to
(a) every member shown 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 a general meeting.
Part 12 – Bylaws
62 On being admitted to membership, each member is entitled to a copy of the constitution and bylaws of the society.
63 These bylaws must not be altered or added to except by special resolution.
Dated January 3, 2009
Revised October 30, 2016
Revised October 20, 2018 in compliance with Societies Act revisions
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