Constitution

Canadian Cave Conservancy Constitution Registered April 16, 1986, #S-0021210 Business Registration #890217193RR0001 CONSTITUTION 1. The name of the Society is: The Canadian Cave Conservancy. 2. The purposes of the Society are: a) to further the conservation of cave and karst resources in Canada by: i) supporting and undertaking cave and karst inventory, exploration and studies In Canada; ii) providing a body of expertise on cave and karst conservation and management; iii) directly or indirectly managing cave and karst resources through acquisition, contractual agreement or permit, for their intrinsic value and for the benefit and appreciation of the community and future generations; iv) educating the public about cave and karst resource values, cave conservation and caving safety; and b) to receive invest and administer bequests, endowments, trusts and other financial programs and Investments, the purpose of which is to fund the activities of the Society; and c) to receive bequests, trusts, funds and property, and to hold, invest, administer and distribute funds and property for the purposes of the Society to finance the programs and further the purposes of the Society as presently set out and for such other purposes as are exclusively charitable and for such other organizations as are "qualified donees" under the provisions of the Income Tax Act and for such other purposes and activities which are authorized for registered charities under the provisions of the Income Tax Act. The directors on their sole and absolute discretion may refuse to accept any bequests, trusts, funds or property; and d) to do all such other things as an incidental, ancillary or conducive to the attainment of the purposes and the exercise of the powers of the Society. 3. The Society shall have perpetual succession and has power to acquire by purchase gift, devise, bequest, trust agreement, contract or otherwise, real and personal property within and without the province, and may hold, sell, dispose of, exchange, mortgage, lease, let, improve and develop any such property, and without restricting the generality of the foregoing, may acquire In any way or ways real and personal property for the purpose of funding the purposes of the Society and deal with any and all such property as empowered by this section. 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 including the remuneration of a liquidator, and after payment to employees of the Society of any arrears of salaries, or wages, and after the payment of any debts of the Society, shall be distributed equally to organizations promoting the same or similar purpose of the Society, as may be determined by the members of the Society at the time of winding-up or dissolution. 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. Any of such assets remaining which had originally been provided for specific purposes, shall, wherever possible, be distributed to charities registered under the provision of the income Tax Act carrying on work with similar nature to such specific purposes. 6. Clauses 3, 4 and 5 are unalterable provisions. THE CANADIAN CAVE CONSERVANCY BYLAWS (As amended by Special Resolution April 6, 2014 and filed with BC Registry Services May 2, 2014) Part I – INTERPRETATION 1. In these bylaws, unless the context otherwise requires: a) "directors" means the directors of the Society for the time being; b) "members" means the applicants for incorporation and those persons who subsequently have become members in accordance with these bylaws, and, in either case, have not ceased to be members; c) "registered address" of a member means his address as recorded in the register of members; d) "Society" means the Canadian Cave Conservancy; e) "Society Act" means the Society Act of the Province of British Columbia from time to time in force and all amendments to it; f) "special resolution" means: i) a resolution passed In general meeting by a majority of not less than 75% of the votes of those members of the Society who, being entitled to do so, vote in person or, where proxies are allowed, by proxies; or ii) a resolution consented to in writing by every member of a Society who would have been entitled to vote In person or by proxy at a general meeting of the Society; 2. Except where they conflict with the definition contained in these bylaws, the definitions in the Society Act on the date these bylaws become effective apply to these bylaws. 3. 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 4. The members of the Society are the applicants of the Society, and those persons who subsequently have become members. In accordance with these bylaws and, in either case, have not ceased to be members. 5. The Society shall have five classes of members. The designation of such classes shall be as follows: a) "Regular" - A person may apply to the directors for membership in the Society and on acceptance by the directors shall become a regular member. b) “Supporting” - Any individual or organization not in any other membership category of the society that supports the CCC by any form of financial or in-kind contribution benefiting the society and supplies contact information on a Roster of Supporters. Such members may not hold office in the society and have no voting rights, regular dues or membership expiry date but are entitled to attend society meetings and to receive any publications or communications from the society via electronic media. Except as specified in Clause 9, Regular, Institutional and Honorary members who cease to remain in good standing through payment of any required annual dues shall automatically become Supporting members. c) "Life" - A person may apply to the board of directors for life membership and on acceptance by the directors shall become a life member and will be exempt from paying further annual membership dues. d) "Institutional" - A society, corporation, or association may apply to the directors for membership In the Society and on acceptance by the directors shall become an institutional member. e) "Honorary" - The Society may elect any person to honorary membership in the Society, providing, however, that such honorary membership shall be confirmed by and affirmative vote of 70% of the members present at a general meeting. 6. Regular, Life, Institutional and Honorary members have the same rights and privileges. 7. Every member shall uphold the constitution and comply with these bylaws. 8. The amount of the first annual membership dues for all classes of membership shall be determined by the directors, and after that the annual membership dues shall be determined at the annual general meeting of the society. In the absence of any determination of annual membership dues it shall be deemed that there are no annual membership dues. 9. A person shall immediately cease to be a member of the Society: a) upon delivering his resignation In writing to the secretary of the Society or upon mailing or delivering It to the address of the Society; or b) upon his death; or in the case of a corporation, society or association, upon dissolution, bankruptcy or receivership; or c) upon being expelled. 10. a) A member may be expelled at a general meeting where a resolution expelling a named member is passed by more than 70% of the members present at the meeting. b) The notice of special resolution for expulsion shall be accompanied by a brief statement of the reasons for the proposed expulsion. c) 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 shall be in good standing except a member who has failed to pay his current annual membership dues, or any other subscription or debt due and owing by him to the society, and he is not in good standing as long as the debt remains unpaid. 12. The membership of a person in the Society is not transferable. Part 3 – MEETINGS OF MEMBERS 13. The general meeting of the Society shall be held at such time and place. In accordance with 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. The society shall give not less than 14 days written notice of a general meeting if the Society to its members entitled to receive notice of a general meeting; but those members may waive or reduce the period of notice for a particular meeting by unanimous consent in writing. 17. a) Notice of a general meeting shall specify the place, the day and the hour of the meeting. b) The accidental omission to give notice of a meeting to, or the non-receipt of notice by, any of the members entitled to receive notice does not invalidate proceedings at that meeting. c) 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 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 18. All proceedings at general meetings shall be governed by Robert's Rules of Order, revised, except if there is any conflict between any section of these bylaws and Robert's Rules of Order, these bylaws shall prevail. All business at an extraordinary general meeting shall be "special business" and all business that is transacted at an annual general meeting shall be "special business" except: a) consideration of the financial statement; b) the report of the directors, if any; c) the report of the auditor, if any; d) the election of directors; e) the appointment of the auditor, if required; f) such other business that, under these bylaws or any governing statutes, ought to be transacted at an annual general meeting, or business as brought under consideration by the report of the directors issued with the notice of the meeting. 19. No business, other than the election of a chairman and the adjournment or termination of the meeting, shall be conducted at a general meeting at a time when the quorum is not present. 20. If 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 until the meeting is adjourned or terminated. 21. A quorum is three members then in good standing. 22. If within 30 minutes from the time appointed for a general meeting a quorum is not present at 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. 23. The Chairman shall be chairman of a general meeting; but if at any general meeting the chairman is not present within 30 minutes after the time appointed for holding or the chairman requests that he or she not chair that general meeting, the members present may choose one of their number to be chairman of that general meeting. 24. 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 business left unfinished at the meeting from which the adjournment took place. 25. It is not necessary to give notice of an adjournment or of the business to be transacted at an adjourned meeting except where a meeting is adjourned for 10 days or more. In which case notice of the adjourned meeting shall be given as in the case of the original meeting. 26. All resolutions proposed at a general meeting must be seconded, the chairman of the meeting may move or propose a resolution. 27. A simple majority of votes cast shall be required to pass a resolution at a general meeting. 28. A resolution consented to in writing by every member of the Society who would have been entitled to vote on it in person shall be deemed to be a special resolution passed at a general meeting of the society. 29. A member in good standing present at a meeting of members is entitled to one vote. A corporation, society or association may vote through its authorized representative. 30. Only in case of an equality of votes shall the chairman be entitled to vote. In the event that the chairman does not exercise his right to vote, the resolution shall be deemed to have failed. 31. Voting shall be by a show of hands except as otherwise provided, unless the majority of the persons eligible to vote present shall otherwise determine. 32. Voting by proxy is not permitted. Part 5 – DIRECTORS 33. 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 or required to be exercised or done by the members in general meeting, but subject, nevertheless, to the provisions of: 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. 34. No rules, 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. 35. The property and the affairs of the Society shall by managed by the directors. 36. The number of directors shall be six or such other number, not being less than three, as may be determined from time to time at a general meeting. 37. Directors shall be elected at the annual general meeting from among the members and shall hold office for a term to be decided at the annual general meeting but which will not be more than three years. The Chairman will also be elected at the annual general meeting. 38. Directors shall retire from office at the end of the annual general meeting In the year in which their term expires when their successors shall be elected but if no successor is elected, the person previously elected or appointed continues to hold office. 39. A person may become a member and a director at the same meeting. 40. Each director shall unreservedly subscribe to and support the purposes of the Society. 41. If a director resigns his office or otherwise ceases to hold office, the remaining directors may appoint a member to take the place of the former director for the duration of the former director's term of office. 42. No act or proceeding of the directors is invalid only by reason of there being less than the prescribed number of directors in office. 43. The members may by a resolution passed by 70% of the members present at a general meeting remove a director before the expiration of his term of office and may elect a successor to complete the term of office. 44. A person shall immediately cease to be a director of the Society: a) upon delivering his resignation in writing to the Secretary of the Society or upon delivering It to the address of the Society; or b) upon becoming bankrupt or suspending payments with his creditors; or c) upon being removed by a member's resolution; or d) upon his death; e) upon falling to attend or participate in three consecutive meetings of the directors, unless this provision is specifically waived for a named director in a resolution passed by a majority of the directors other than the named director, such resolution must be evidenced in writing. 45. No director shall be remunerated for being or acting as a director, but a director may be reimbursed for all expenses necessarily and reasonably incurred by him while engaged in the affairs of the Society. 46. The directors shall have the power to make expenditures for the purpose of furthering the purposes of the Society. The directors shall have the power to enter into trust arrangements or contracts on behalf of the Society for the purpose of discharging obligations or conditions imposed by a person donating, bequesting, advancing or lending money to the Society or assumed by the loans, or in accordance with such terms and conditions that the directors may prescribe. 47. The directors shall take such steps as they deem necessary to enable the Society to receive donations, bequests, trusts, contracts, agreements and benefits for the purpose of furthering the purposes of the Society. The directors shall also set the policies for grant applications. 48. In investing the funds of the Society, the directors shall not be limited to securities and investment in which trustees are authorized by law to Invest, but may make any investments which the directors in their unfettered discretion consider advisable. Subject to the provisions of the Society Act, the directors shall not be liable for any loss that may result in connection with any such investments made by the directors In good faith. A special resolution may be passed at a general meeting to stop a particular investment. Part 6 – PROCEEDINGS OF DIRECTORS 49. The meetings of the directors may be held at any time and place to be determined by the directors provided that 14 days notice of such meeting shall be sent in writing to each director – except that no formal notice shall be necessary if all directors are present at the meeting or waive notice thereof in writing. The meetings of the directors may also be held, or any director may participate in a meeting of directors, by conference telephone or similar communication equipment or device, so long as all directors participating in the meeting can hear one another; and all such directors so participating in any such meeting shall be deemed to be present in person at the said meeting. 50. The directors may from time to time fix the quorum necessary to transact business, and unless so fixed, the quorum shall be a majority of the directors then in office. 51. The Chairman shall be chairman of all meetings of the directors; but if at any meeting the Chairman is not present within 30 minutes after the time appointed for holding, or the Chairman requests that he or she not chair that meeting, the directors present may choose one of their number to be chairman of that meeting. 52. A director may at any time, and the Secretary, on the request of a director, shall convene a meeting of the directors. 53. 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 constituted, if a quorum of the directors is present. 54. All resolutions proposed at a meeting of directors must be seconded. The chairman of a meeting may move or propose a resolution. 55. A simple majority of votes cast at a meeting of the directors shall be required to pass a resolution. 56. Only in case of an equality of votes shall the chairman be entitled to vote. In the event that the chairman does not exercise his right to vote, the resolution shall be deemed to have failed. 57. Voting shall be a show of hands except as otherwise provided unless the majority of the persons eligible to vote present shall otherwise determine. At the request of any one director, a secret vote by written ballot shall be required. 58. 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. 59. 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. Part 7 - COMMITTEES 60. The directors may delegate any, but not all, of their powers to committees as they may think fit. Directors must constitute a majority of the membership of each committee. 61. 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. 62. The members of a committee may meet and adjourn as they think proper and the meetings of committees shall be governed by the rules set out in Part 6 - Proceedings of Directors governing the meetings of directors. 63. There may be an Executive Committee consisting of at least three directors elected annually by the directors at the first meeting of directors held after the annual general meeting of each year. 64. Subject to the control of the directors the Executive Committee shall have power to transact all business of the Society in the Interim between the meetings of the directors. Three members shall constitute a quorum. The Executive Committee shall meet at the call of the chairman or of any two members thereof. 65. The directors may create such standing and special committees as may from time to time be required. Such committees shall limit their activities to the purposes for which they are appointed, and they shall have no power to act unless specifically conferred by resolution of the directors. Unless specifically designated as a standing committee, any special committee so created must be created for a specified time period only. Upon completion of the earlier of the specified time period or the task for which it was appointed a special committee, the special committee shall automatically be dissolved. Part 8 – DUTIES OF OFFICERS 66. The directors shall elect from among the directors a Chairman, Secretary and Treasurer at the first meeting of the directors held after the annual general meeting in each year which person shall hold office for one year. 67. A director may be removed from the office of Chairman by a resolution passed in a meeting of the directors by a majority of not less than 75% of all the directors. 68. Should for any reason a Chairman not complete his term, the directors shall elect a replacement forthwith. 69. The directors may appoint and remove such other officers of the Society as they deem necessary and determine the responsibilities and remuneration, if any, of all officers. 70. The Secretary shall be responsible to make the necessary arrangements for: a) the issuance of notices of meetings of the Society and directors; b) the keeping of minutes of all meetings of the Society and directors; c) the custody of all records and documents of the Society except those required to be kept by the Treasurer; d) the custody of the common seal of the Society; and e) the maintenance of the register of members. 71. The Treasurer shall be responsible to make the necessary arrangements for: a) the keeping of such financial records, including books of account, as are necessary to comply with the Society Act; and b) the rendering of the financial statements to the directors, members and others when required. 72. The offices of Secretary and Treasurer may be held by one person who shall be known as the Secretary/Treasurer. 73. In the absence of the Secretary from any meeting, the directors shall appoint another person to act as secretary at that meeting. Part 9 - SEAL 74. 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 the place of the seal destroyed. 75. 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 any two directors. Part 10 - BORROWING 76. 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 the foregoing, by the issue of debentures. 77. No debentures shall be issued without the sanction of a special resolution. 78. The members by special resolution may restrict the borrowing powers of the directors, but such a restriction imposed expires at the next annual general meeting. Part 11 - 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 make appointments to fill all vacancies occurring in the office of auditor. 81. 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. 82. An auditor may be removed by ordinary resolution. 83. An auditor shall be promptly informed in writing of appointment or removal. 84. No director and no employee of the Society shall be auditor. 85. The auditor may attend general meetings. Part 12 – CHIEF EXECUTIVE OFFICER 86. The directors may select and employ a chief executive officer, determine his title and set the terms of his responsibilities and employment. Part 13 – NOTICES TO MEMBERS 87. Notice of a general meeting shall be given to: a) every person shown on the register of members on the day notice is given; b) the auditor, if Part 11 applies; No other person is entitled to receive a notice of a general meeting. 88. A notice may be given to a member either personally or by mail to him at his registered address. 89. 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 the notice was properly addressed and put in a Canadian post office receptacle. 90. A notice to any person other than the auditor entitled to notice in any capacity other than as a member must be given to such person personally or by double registered mail to such person's address for business. Notwithstanding Bylaw #15, failure to give notice pursuant to this paragraph may, at the option of the person entitled to such notice, invalidate proceedings at that meeting. Such option must be exercised within 15 months of that meeting. 91. The books of accounts of the Society and minutes of meetings of directors shall be open, at any reasonable time, to inspection upon the written demand of any member for a purpose reasonably related to his interest as a member. Such inspection may be made in person or by an agent and shall include the right to make extracts. Such written demand shall be made to the Chairman or Secretary and allow reasonable notice. Part 14 - INDEMNIFICATION 92. Subject to the provisions of the Society Act, each officer, director or employee of the Society shall be indemnified be the Society against expenses reasonably incurred by him in connection with any action, suit or proceeding to which he may be made a party by reason of his being, or having been an officer, director or employee of the Society, except in relation to matters as to which he shall be finally adjudged in such action, suit or proceeding to have been derelict in the performance of his duty as an officer, director or employee. "Derelict" shall mean grossly negligent, criminally negligent, intentionally engaged in tortuous conduct with the intent to defraud, deceive, misrepresent or take advantage improperly of an opportunity available to the Society. 93. The Society may purchase and maintain insurance for the benefit of any or all directors, officers or employees against personal liability incurred by such person or persons as a director, officer or employee. Part 15 - BYLAWS 94. On being admitted to membership, each member is entitled to and the Society shall give him, upon payment of a reasonable photocopying charge, a copy of the constitution and bylaws of the Society. 95. These bylaws shall not be altered or added to except by special resolution. Dated the 2 nd day of April, 1986 Entered and Registered April 16, 1986M. A. Jorre de St. Jorre, Registrar of Companies Bylaw Amendments filed May 2, 2014 Carol Prest, Registrar of Companies