SOOKE AND JUAN DE FUCA HEALTH FOUNDATION BYLAWS
PART 1 – DEFINITIONS AND INTERPRETATION
1.1 In these Bylaws:
“Act” means the Societies Act of British Columbia as amended from time to time;
“Board” means the directors of the Society;
“Bylaws” means these Bylaws as altered from time to time.
Definitions in Act apply
1.2 The definitions in the Act apply to these Bylaws.
Conflict with Act or regulations
1.3 If there is a conflict between these Bylaws and the Act or the regulations under
the Act, the Act or the regulations, as the case may be, prevail.
PART 2 – MEMBERS
Application for membership
2.1 A person may apply to the Board for membership in the Society, and the
person becomes a member on the Board’s acceptance of the application.
Duties of members
2.2 Every member must uphold the constitution of the Society and must comply
with these Bylaws.
Amount of membership dues
2.3 The amount of the annual membership dues, if any, must be determined by the
Member not in good standing
2.4 A member is not in good standing if the member fails to pay the member’s
annual membership dues, if any, and the member is not in good standing for so
long as those dues remain unpaid.
Filed Date and Time: October 3, 2018 08:58 PM Pacific Time
Member not in good standing may not vote
2.5 A voting member who is not in good standing
(a) may not vote at a general meeting, and
(b) is deemed not to be a voting member for the purpose of consenting to a
resolution of the voting members.
Termination of membership if member not in good standing
2.6 A person’s membership in the Society is terminated if the person is not in good
standing for 6 consecutive months.
PART 3 – GENERAL MEETINGS OF MEMBERS
Time and place of general meeting
3.1 A general meeting must be held at the time and place the Board determines.
Ordinary business at general meeting
3.2 At a general meeting, the following business is ordinary business:
- adoption of rules of order;
- consideration of any financial statements of the Society presented to the
- consideration of the reports, if any, of the directors or auditor;
- election or appointment of directors;
- appointment of an auditor, if any;
- business arising out of a report of the directors not requiring the passing of a
- special resolution.
Notice of special business
3.3 A notice of a general meeting must state the nature of any business, other than
ordinary business, to be transacted at the meeting in sufficient detail to permit a
member receiving the notice to form a reasoned judgment concerning that
Chair of general meeting
3.4 The following individual is entitled to preside as the chair of a general meeting:
- the individual, if any, appointed by the Board to preside as the chair;
- if the Board has not appointed an individual to preside as the chair or the
- individual appointed by the Board is unable to preside as the chair,
- the president,
- the vice-president, if the president is unable to preside as the chair, or
- one of the other directors present at the meeting, if both the president and vice-president are unable to preside as the chair.
3.5 If there is no individual entitled under these Bylaws who is able to preside as
the chair of a general meeting within 15 minutes from the time set for holding the
meeting, the voting members who are present must elect an individual present at
the meeting to preside as the chair.
3.6 Business, other than the election of the chair of the meeting and the
adjournment or termination of the meeting, must not be transacted at a general
meeting unless a quorum of voting members is present.
Quorum for general meetings
3.7 The quorum for the transaction of business at a general meeting is 3 voting
members or 10% of the voting members, whichever is greater.
Lack of quorum at commencement of meeting
3.8 If, within 30 minutes from the time set for holding a general meeting, a
quorum of voting members is not present,
1. (a) in the case of a meeting convened on the requisition of members, the
meeting is terminated, and
2. (b) in any other case, the meeting stands adjourned to the same day in the
next week, at the same time and place, and if, at the continuation of the
adjourned meeting, a quorum is not present within 30 minutes from the time
set for holding the continuation of the adjourned meeting, the voting members who are present constitute a quorum for that meeting.
If quorum ceases to be present
3.9 If, at any time during a general meeting, there ceases to be a quorum of voting
members present, business then in progress must be suspended until there is a
quorum present or until the meeting is adjourned or terminated.
Adjournments by chair
3.10 The chair of a general meeting may, or, if so directed by the voting members
at the meeting, must, adjourn the meeting from time to time and from place to
place, but no business may be transacted at the continuation of the adjourned
meeting other than business left unfinished at the adjourned meeting.
Notice of continuation of adjourned general meeting.
3.11 It is not necessary to give notice of a continuation of an adjourned general
meeting or of the business to be transacted at a continuation of an adjourned
general meeting except that, when a general meeting is adjourned for 30 days or
more, notice of the continuation of the adjourned meeting must be given.
Order of business at general meeting
3.12 The order of business at a general meeting is as follows:
- elect an individual to chair the meeting, if necessary;
- determine that there is a quorum;
- approve the agenda;
- approve the minutes from the last general meeting;
- deal with unfinished business from the last general meeting;
- if the meeting is an annual general meeting
- receive the directors’ report on the financial statements of the Society for the previous financial year, and the auditor’s report, if any, on those statements,
- receive any other reports of directors’ activities and decisions since the previous annual general meeting,
- elect or appoint directors, and (iv) appoint an auditor, if any;
g. deal with new business, including any matters about which notice has been given to the members in the notice of meeting.
h. terminate the meeting.
Methods of voting
3.13 At a general meeting, voting must be by a show of hands, an oral vote or
another method that adequately discloses the intention of the voting members,
except that if, before or after such a vote, 2 or more voting members request a
secret ballot, or a secret ballot is directed by the chair of the meeting, voting must
be by a secret ballot.
Announcement of result
3.14 The chair of a general meeting must announce the outcome of each vote and
that outcome must be recorded in the minutes of the meeting.
Proxy voting not permitted
3.15 Voting by proxy is not permitted.
Matters decided at general meeting by ordinary resolution
3.16 A matter to be decided at a general meeting must be decided by ordinary
resolution unless the matter is required by the Act or these Bylaws to be decided by
special resolution or by another resolution having a higher voting threshold than
the threshold for an ordinary resolution.
PART 4 – DIRECTORS
Number of directors on Board
4.1 The Society must have no fewer than 3 and no more than 11 directors.
Election or appointment of directors
4.2 At each annual general meeting, the voting members entitled to vote for the
election or appointment of directors must elect or appoint the Board.
Directors may fill casual vacancy on Board
4.3 The Board may, at any time, appoint a member as a director to fill a vacancy
that arises on the Board as a result of the resignation, death or incapacity of a
director during the director’s term of office.
Term of appointment of director filling casual vacancy
4.4 A director appointed by the Board to fill a vacancy ceases to be a director at
the end of the unexpired portion of the term of office of the individual whose
departure from office created the vacancy.
PART 5 – DIRECTORS’ MEETINGS Calling directors’ meeting
5.1 A directors’ meeting may be called by the president or by any 2 other directors.
Notice of directors’ meeting
5.2 At least 2 days’ notice of a directors’ meeting must be given unless all the
directors agree to a shorter notice period.
Proceedings valid despite omission to give notice
5.3 The accidental omission to give notice of a directors’ meeting to a director, or
the non-receipt of a notice by a director, does not invalidate proceedings at the
Conduct of directors’ meetings
5.4 The directors may regulate their meetings and proceedings as they think fit.
Quorum of directors
5.5 The quorum for the transaction of business at a directors’ meeting is a majority
of the directors.
PART 6 – BOARD POSITIONS Election or appointment to Board positions
6.1 Directors must be elected or appointed to the following Board positions, and a
director, other than the president, may hold more than one position:
6.2 Directors who are elected or appointed to positions on the Board in addition to
the positions described in these Bylaws are elected or appointed as directors at
Role of president
6.3 The president is the chair of the Board and is responsible for supervising the
other directors in the execution of their duties.
Role of vice-president
6.4 The vice-president is the vice-chair of the Board and is responsible for carrying
out the duties of the president if the president is unable to act.
Role of secretary
6.5 The secretary is responsible for doing, or making the necessary arrangements
for, the following:
- issuing notices of general meetings and directors’ meetings;
- taking minutes
- of general meetings and directors’ meetings;
- keeping the records of the Society in accordance with the Act;
- conducting the correspondence of the Board;
- filing the annual report of the Society and making any other filings with the registrar under the Act.
6.6 In the absence of the secretary from a meeting, the Board must appoint
another individual to act as secretary at the meeting.
Role of treasurer
6.7 The treasurer is responsible for doing, or making the necessary arrangements
for, the following:
- receiving and banking monies collected from the members or other sources;
- keeping accounting records in respect of the Society’s financial transactions;
- preparing the Society’s financial statements;
- making the Society’s filings respecting taxes.
Remuneration of directors
7.1 Directors shall not directly, or indirectly receive compensation simply for being
named as a director. However, they may be reimbursed for reasonable, bona fide,
expenses incurred in the performance of their duties, and may be compensated for
actual services provided to the charity, provided that the compensation is
reasonable, and permitted in accordance with its governing documents, by-laws
and provincial legislation, including without limitation further to court approval or a
court order if legally required.
7.2 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.
7.3 A contract or other record to be signed by the Society must be signed on behalf
of the Society
- by the president, together with one other director,
- if the president is unable to provide a signature, by the vice-president together with one other director,
- if the president and vice-president are both unable to provide signatures, by any 2 other directors, or
- in any case, by one or more individuals authorized by the Board to sign the record on behalf of the Society.
PART 8 – DISSOLUTION OF THE SOCIETY
8.1 After the Society is dissolved and all is debts are paid, its remaining property
will be distributed or disposed of to qualified donees as defined in subsection 149.1
(1) of the Income Tax Act Canada).
The Sooke and Juan de Fuca Health Foundation was created in 2018 to provide an important new resource to support projects dedicated to the health and well-being of our communities. Our Foundation is uniquely prepared to serve the region, including Beecher Bay, East Sooke, Sooke, Otter Point, Shirley, Jordan River and Port Renfrew.
We will be looking beyond medical care to all of the health-related needs in our region.
The Social Determinants of Health include issues such as access to food, housing, social connection, physical activity and transportation. These will all be important factors in making funding decisions.
Health Needs in the Sooke and Juan de Fuca Region
Sooke and the surrounding region is one of the fastest-growing communities in British Columbia.
As a result, there is an increasing need for medical and health care services for young families, seniors, and vulnerable people of all ages.
Our early priorities are:
1) 12-lead EKG and portable ultrasound diagnostic equipment for medical centre
2) Principle fundraising organization for the proposed $1.5 million seniors centre
3) Research funding to identify gaps in Mental Health services in Sooke