THE BRITISH COLUMBIA COURTHOUSE LIBRARY SOCIETY
C O N S T I T U T I O N
(SOCIETY ACT, R.S.B.C. 1996, C. 433 AND AMENDMENTS THERETO)
1. The name of the Society is “The British Columbia Courthouse Library Society”.
2. The purposes of the Society are:
(a) to provide legal information services and collections for the benefit of members of the public, members of the Law Society of British Columbia, and members of the Judiciary of the Province of British Columbia;
(b) to assist public libraries to develop and improve public library staff knowledge of and skills in using legal information resources, and to assist in improving collections of legal information for the public;
(c) to develop and operate educational resources and programs designed to improve the capability of users to access, manage and research legal information;
(d) to engage in and promote the development of legal information resources; and
(e) to acquire, hold, mortgage, dispose of and otherwise deal with real and personal property for the purposes of the Society.
3. The Society shall be carried on without purpose of gain for its members, and any profits or other accretions to the Society shall be used for promoting its objects.
4. In the event of winding up or dissolution of the Society, funds and assets of the Society remaining after the satisfaction of its debts and liabilities, shall be given or transferred to such organization or organizations concerned with the some or all of the objects as this Society, 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 provisions, then such funds shall be given or transferred to some other organization; provided that such organization referred to in this paragraph shall be a charitable organization, a charitable corporation, or a charitable trust recognized by the Department of National Revenue of Canada as being qualified as such under the provisions of the Income Tax Act of Canada from time to time in effect.
5. Clauses 3 and 4 are unalterable in accordance with Section 22 of the Society Act.
THE LAW LIBRARY SOCIETY
BYLAWS
ARTICLE 1
MEMBERSHIP
1.1 Members. The members of the Society shall be the following persons:
1.1.1 The Law Society of British Columbia;
1.1.2 The person who is from time to time Chief Justice of British Columbia, or the Chief Justice’s nominee from time to time;
1.1.3 The person who is from time to time Attorney General of the Province of British Columbia, or the Attorney General’s nominee from time to time; or
1.1.4 Such other persons who from time to time apply to the Directors for membership in the Society and who are approved by the Directors and the members described in paragraphs 1.1.1 through 1.1.3 for membership.
1.2 Standing and Expulsion of Members. The standing of members of the Society and the circumstances under which they can be expelled from the Society shall be determined as follows:
1.2.1 All persons who are members of the Society by virtue of Sections 1.1.1 to 1.1.3 of these Bylaws shall be deemed to be always in good standing and none of these persons shall be expelled from the Society for any reason.
1.2.2 A person who is a member of the Society by virtue of Section 1.1.4 of these Bylaws:
(a) ceases to be a member of the Society:
(i) by delivering his or her resignation in writing to the secretary of the Society;
(ii) if the person is an individual, on his or her death;
(iii) if the person is a corporation on its dissolution or winding-up;
(iv) if such person institutes or has instituted against it any proceeding seeking: (A) to adjudicate it bankrupt or insolvent, (B) liquidation, winding-up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency, reorganization or relief of debtors including any plan of compromise or arrangement or other corporate proceeding involving or affecting its creditors, or (C) the appointment of a receiver, receiver manager, trustee, custodian or other similar official for it or for any substantial part of its properties and assets; or
(v) on having not been a member in good standing for twelve consecutive months;
(b) may be expelled by a special resolution of the members passed at a general meeting; and
(c) ceases to be in good standing if such person fails to pay any fees or any debt due and owing to the Society.
ARTICLE 2
DIRECTORS
2.1 Directors. The Board of Directors shall consist of seven directors appointed at the Society’s Annual General Meeting.
2.2 Appointment. The members shall appoint the Board of Directors after taking into account the recommendations received from a nominating committee consisting of the Directors then in office or such of them as the Board shall determine or such other persons as the Board may from time to time decide (the “Nominating Committee”). It is understood that the Nominating Committee shall base its recommendations as to the Board on a competency matrix established by the Board from time to time.
2.3 Term of Office. Each Director shall hold office for a term of two years from the date of his or her appointment, save and except that three of the first seven Directors appointed immediately after these Bylaws come into effect shall, for their first term only, hold office for a period of one year. The determination as to who these three Directors shall be shall be made by the members after consultation with the Nominating Committee. A person may be appointed to sit on the Board for up to three consecutive terms provided, however, that in exceptional circumstances (as determined by the members, following the recommendation of the Nominating Committee) a person may be appointed to sit on the Board for one or more additional terms thereafter.
2.4 Vacancy. The office of a Director shall by automatically vacated:
2.4.1 if she or he resigns her or his office by delivering a written resignation to the President or the Secretary of the Society;
2.4.2 if she or he is found by a court of competent jurisdiction to be of unsound mind;
2.4.3 if she or he becomes bankrupt or is unable to pay her or his debts as they become due;
2.4.4 if she or he is a lawyer or notary and it is determined that she or he committed professional misconduct or conduct unbecoming;
2.4.5 if, at a meeting of the members, a resolution is passed that she or he be removed from the office of Director; or
2.4.6 on death;
If any vacancy shall occur for any reason contained in this section, the Board of Directors may nominate a replacement Director. If a vacancy occurs as a result of any of the foregoing reasons and is not filled, the Directors remaining in office may exercise all of the powers of the Board of Directors provided that there are at least four Directors appointed or remaining in office as the case may be.
2.5 Resignation. A retiring Director whose written resignation pursuant to subsection 2.4.1 stipulates that it is not to take effect until a certain date or meeting of the Board of Directors shall remain in office until such date or the date of the dissolution or adjournment of the meeting at which her or his resignation is to be effective, as applicable.
2.6 Remuneration. The Directors shall serve without remuneration and no Director shall directly or indirectly receive any profit from her or his position as a Director, provided that a Director may be paid reasonable expenses incurred by her or him in the performance of her or his duties. Nothing contained herein shall be construed to preclude any Director from serving the Society as an Officer or in any other capacity and receiving compensation therefore.
2.7 Directors Meetings
2.7.1 Directors’ meetings may be held at such times and at such places as the Board of Directors from time to time may determine.
2.7.2 The Directors shall determine their own procedure and a quorum of the Board of Directors shall be 50% of the Directors.
2.7.3 A Director may, if all the other Directors present consent, participate in a meeting of Directors or of a Committee of Directors by means of such telephone or other communications facilities as to permit full participation. All persons participating in such a meeting by such means shall be deemed to be present at that meeting.
2.7.4 A resolution in writing signed by all the Directors personally shall be valid and effectual as if it had been passed at a meeting of Directors duly called and constituted.
ARTICLE 3
POWERS OF BOARD OF DIRECTORS
3.1 Management. The management and administration of the affairs of the Society shall be vested in the Board of Directors. In addition to the powers and authority given by these Bylaws or otherwise expressly conferred upon them, the Board of Directors may exercise all such powers of the Society and do all such acts on its behalf as are not by the Society Act or the Constitution of the Society or any of these Bylaws required to be exercised or done by the Society at a general or special meeting, and the Directors shall have full power to make such rules and regulations as they deem necessary, provided that such rules and regulations are not inconsistent with the Constitution of the Society and these Bylaws.
3.2 Reporting. The Board of Directors shall report to the members on the business of the Society on a semi-annual basis, or at such other intervals as may be determined by the members from time to time. Such reports shall detail the activities of Society during the reporting period in question and such other matters as the members may from time to time request.
3.3 Employees. Subject to the provisions of these Bylaws, the Board of Directors may appoint such agents and hire such employees as it shall deem necessary from time to time and such persons shall have such authority and shall perform such duties as determined by the Board of Directors. In addition, the Board of Directors may, subject to the terms of this Bylaw, delegate by resolution to an officer or officers the right to hire and pay salaries to employees of the Society.
3.4 Remuneration. Subject to the provisions of these Bylaws, the Board of Directors may fix a reasonable remuneration for all of the officers, agents, employees and committee members.
3.5 Borrowing. Subject to the provisions of the Act and these Bylaws, the Board of Directors may from time to time:
3.5.1 borrow money upon the credit of the Society;
3.5.2 limit or increase the amount to be borrowed;
3.5.3 issue debentures or other securities of the Society;
3.5.4 pledge or sell such debentures or other securities of the Society;
3.5.5 pledge or sell such debentures or other securities for such sums and at such prices as may be deemed expedient; and
3.5.6 secure any such debentures, or other securities, or any other present or future borrowing or liability of the Society, by mortgage, hypothec, charge or pledge of all or any part of any presently owned or subsequently acquired real and personal, property of the Society, and the undertaking and the rights of the Society.
The Board of Directors may delegate such powers to the officers or Directors to such extent and in such manner as the Board of Directors may, by resolution, determine. Nothing herein limits or restricts the borrowing of money by the Society on bills or promissory notes made, drawn, accepted or endorsed by or on behalf of the Society.
3.6 Banking
3.6.1 All cheques, bills of exchange or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Society, shall be signed by such officer or officers, agent or agents, of the Society in such manner as shall from time to time be determined by resolution of the Board of Directors and any one of such officers or agents may alone endorse notes and drafts for collection on account of the Society through its bankers, and endorse notes and cheques for deposit with the Society’s bankers for the credit of the Society or the name may be endorsed “for collection” or “for deposit” with the bankers of the Society by using the Society’s rubber stamp for that purpose. Any one of such officers or agents so appointed may arrange, settle, balance and certify all books and accounts between the Society and the Society’s bankers and may receive all paid cheques and vouchers and sign all the bank’s forms or settlement of balances or release and verification slips.
3.6.2 The securities of the Society shall be deposited for safekeeping with one or more bankers, trust companies or other financial institutions to be selected by the Board of Directors. Any and all securities so deposited may be withdrawn, from time to time, only upon the written order of the Society signed by such officer or officers, agent or agents of the Society and in such manner as shall from time to time be determined by resolution of the Board of Directors and such authority may be general or confined to specific instances.
3.7 Liability. Except as provided in Section 24(8) of the Society Act, no member or Director of the Society shall in his individual capability be liable for any debts or liabilities of the Society.
3.8 Property of Society. The Directors shall administer the funds and property of the Society and shall have the sole authority to invest, call in as occasion requires and reinvest such monies as may be in the account of the Society from time to time and to make such investments in such securities as they think fit, notwithstanding that such securities may not be securities in which trustees are by the laws of the Province of British Columbia permitted to invest trust funds.
ARTICLE 4
Officers
4.1 Officers. The officers of the Society shall be a President, a Vice President, a Secretary, a Treasurer and a Chief Executive Officer. The officers shall be chosen in a manner determined by the Board of Directors from among the members of the Board of Directors except in the case of the Chief Executive Officer who need not be a member of the Board of Directors. Subject to paragraph 4.2, the Board of Directors shall determine the duties and tenure of the officers.
4.2 Duties of Officers. The Officers of the Society shall have the following duties and such further duties as may be assigned to them by the Board of Directors.
4.2.1 The President shall preside over all meetings of the Board of Directors.
4.2.2 The Secretary shall record the minutes of all meetings of the Board of Directors.
4.2.3 The Treasurer shall be responsible for the keeping of the Society’s financial accounts.
4.2.4 The Chief Executive Officer shall be the chief executive officer of the Society and shall perform all such duties as are customary for a chief executive officer of a corporation similar in operation to the Society. She or he shall have the general and active management of the affairs of the Society, and shall see that all orders and resolutions of the Board of Directors are carried into effect and shall perform such other duties as may be determined by the Board of Directors from time to time. Her or his duties as Chief Executive Officer shall include, but not be limited to, financial planning and budgeting; policy development; marketing; recruiting, supervising and evaluating contractors; communication with the members and the Board of Directors; developing relations with information providers; and Board support.
ARTICLE 5
COMMITTEES
5.1 Committees and subcommittees may be created by the Board of Directors from time to time for such continuing or special tasks as circumstances warrant and as the Board of Directors deem necessary or desirable. Any person willing and in the opinion of the Board of Directors suitable to act on any such committee or subcommittee may be appointed by the Board of Directors to such committee or subcommittee. Every such committee or subcommittee shall be subject to the control of the Board of Directors and shall conform with any regulations that may from time to time be imposed upon it by the Board of Directors. The Board of Directors may at any time dissolve any such committee or subcommittee or terminate any appointments thereto.
ARTICLE 6
MEETINGS OF THE SOCIETY
6.1 General Meetings. Meetings of the members of the Society shall be held at such time and at such place as the Board of Directors shall decide in accordance with the Society Act.
6.2 Notice of General and Special Meetings. Every meeting other than an annual general meeting, is a special general meeting. The Board of Directors may, whenever they think fit, convene a special general meeting.
6.3 The Manner in Which Notice is to be Given
6.3.1 Notice of an annual or special general meeting shall specify the place, the day and the hour of such meeting and, in the case of special business, the general nature of the business. Such notice shall be given to every member 14 days before such annual or special general meeting. 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.
6.3.2 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.
6.3.3 A member shall be entitled to appoint a proxyholder to attend, act and vote for her or him at one general meeting and any adjournment thereof. A proxy shall be in writing, shall be deposited at the address of the Society prior to the meeting at which the person named in the proxy proposes to vote and shall be in the following form or in any other form that the Board of Directors shall approve:
British Columbia Courthouse Library Society
The undersigned hereby appoints _____________________________
of ______________________ or failing him/her _________________
of ___________________________________ as proxyholder for the undersigned to attend at and vote for and on behalf of the
undersigned at the general meeting of the Society to be held on the
_____ day of __________________________, 20___, and at any adjournment of that meeting.
Signed this _____ day of __________________________, 20___.
Signature of Member
Any person of full age may act as proxyholder whether or not she or he is entitled on her or his own behalf to be present and to vote at the meeting at which he acts as proxyholder. A vote given in accordance with the terms of a proxy shall be valid notwithstanding the previous death, bankruptcy or insanity of the member or revocation of the proxy or of the authority under which the proxy was executed, provided that prior to the holding of the meeting no notice in writing of the death, bankruptcy, insanity or revocation as aforesaid shall have been received at the address of the Society.
6.3.4 At an annual or special general meeting of the members, each member who is present in person or by proxy shall be entitled to one vote. No member shall be entitled to more than one vote.
6.3.5 The rules of procedure at an annual, general or special meeting shall be determined by the Board of Directors, or if any member objects, Roberts’ Rules of Order shall be used.
6.4 Quorum for Meetings
A quorum for the transaction of business at any annual or special general meeting of the Society shall be 2/3 of the members so long as no member has been approved pursuant to Bylaw 1.1.4 in which case a quorum shall be at least 3/4 of the members, but in no case shall a quorum consist of less than two members present in person or by proxy at a meeting.
6.5 Resolutions. Any resolution (other than a special resolution) or motion shall be deemed passed if a majority of the members present, in person or by proxy, vote in favour of such resolution or motion.
ARTICLE 7
AUDITS OF THE ACCOUNTS OF THE SOCIETY
7.1 Audits. The accounts of the Society shall be audited by a Chartered Accountant once in every year before the annual general meeting.
7.2 Financial Statements. The Chartered Accountant appointed by the Board of Directors to audit the accounts of the Society shall also prepare financial statements showing the income and expenditures, assets and liabilities of the Society during the preceding fiscal year and such financial statements shall be signed by the Chartered Accountant.
7.3 Fiscal Year. The fiscal year of the Society shall be the calendar year.
ARTICLE 8
MAINTENANCE OF MINUTES AND OTHER BOOKS AND RECORDS
The Board of Directors shall cause the minutes of members’ meetings and minutes of Directors’ meetings and all other necessary books and records of the Society required by the Bylaws of the Society or by any applicable statute or law to be regularly and properly kept. Such minutes, books and records shall be held in the custody of the Chief Executive Officer of the Society or as otherwise directed by the Board of Directors.
ARTICLE 9
INSPECTION OF RECORDS OF THE SOCIETY
The books and records of the Society shall be open to inspection by members at all reasonable times at the head office of the Society.
ARTICLE 10
THE SEAL
In the event the Society adopts a seal, it shall be affixed to documents or instruments requiring same in the presence of such person or persons as the Board of Directors may authorize from time to time by resolution or in the absence of such resolution, in the presence of all Directors.
Original signed by