Canada

The Province of British Columbia

“Societies Act”

Constitution of the West Coast Fishing Guides Association
1. The name of the society is West Coast Fishing Guides Association
2. The objectives of the society are:
I. To encourage and organize sport fishing guides with a view towards a better knowledge of fish guiding and the safe operation of boats and equipment in compliance with Transport Canada rules.
II. To increase the knowledge of members of the society regarding conservation and principles of good sportsmanship.
III. To actively cooperate in protection of our BC forests, soils, waters and natural habitat for game fish.
IV. To provide and offer instruction in fish guiding to members of the society to advance the general interests and objectives of the society.
V. To promote and protect the business enterprise of fish guiding and to better the interests of society membership.
VI. Proactively engage appropriate government agencies regarding issues affecting angling guiding.
3. The operation of the society is to be carried out chiefly in the Province of British Columbia.

Index to By-Laws

Interpretation

When construing the By-Laws, reference shall be had to the “Societies Act” and words and expressions used in the By-Laws shall so far as to context does not otherwise require, have the same meaning as would be the case when used in the Act.

Membership

1. The members of the society are the subscribers of the Constitution and By-Laws and include every other person who agrees to become a member, associate member, honorary member or other class of member as the membership deems fit.
2. A member shall be deemed to be in good standing when he (she) has paid current annual membership fee.
3. The annual membership fee shall be determined by the society membership at the Annual General Meeting.
4. General Special Meetings of the Society shall be held at such times and places as may be determined from time to time by the directors of the society.

Quorum
1. Seven (7) members in good standing of the society shall constitute a quorum at any general meeting of the society.

Voting
1. Votes of members may be given personally or by proxy at any meeting of the society, each member represented by proxy or in person shall have one (1) vote. Members voting by proxy must provide a signed and dated letter indicating the subject question and their vote preference.

Board of Directors
1. The affairs of the society shall be managed by a Board of not less than eight (8) Directors, each of whom at the time of his election and throughout his term of office shall be a member of the society in good standing. Each Director shall be elected to hold office for two years until the first Annual Meeting after he shall have been elected and therefore be for a term to be decided upon by the Directors. The members of the society may, by resolution passed by at least two thirds of the votes cast at a General Meeting of which notice specifying the intention to pass such resolution have been given, remove any Director before the expiration of his term of office and may, by a majority of the votes cast at that meeting, elect any person in his stead for the remainder of his term. A quorum of four (4) Directors is needed to proceed with a Board of Directors Meeting.

Director’s Powers
1. The Directors shall have and exercise all the powers of the society as fully and completely as the society could in a General Meeting, subject always however to the provisions of the Societies Act.
2. Directors shall have spending authority up to a limit of $200 with a majority vote of a quorum of Directors. Any spending decisions exceeding this limit shall require a vote of approval at a regular membership meeting.

Qualifications of Directors
1. The qualifications for a Director shall be coincident with the qualification for membership in the society. A Director shall cease to be a Director at the time he ceases to be a member of the society.

Vacancies – Board of Directors
1. Vacancies on the Board of Directors, however caused, may so long as a quorum of Directors remain in office, be filled by the Directors from among the qualified members of the society, if they shall see fit to do so, otherwise such vacancies shall be filled at the next Annual Meeting of the members at which the Directors for the ensuing year are elected. If there is not a quorum of Directors, the remaining Directors shall forthwith call a meeting of the members to fill the vacancy. If the number of Directors is increased between the terms, a vacancy or vacancies to the number of authorized increases, shall therefore be deemed to have occurred, which may be filled in the manner above provided.

Voting, Board of Directors
1. Questions arising at any meeting of the Directors shall be decided by a majority of votes. In the case of an equality of votes, the item will be taken to the general membership for a deciding vote.

Remuneration of Directors
1. The members of the Board of Directors shall receive no remuneration for acting as such, but shall be remunerated for reasonable expenses incurred in carrying out their normal duties.
Officers and Employees
1. The Board of Directors may from time to time appoint such officers or agents and authorize employment of such other persons as they deem necessary to carry out the objects of the society and such officers, agents and employees shall have authority and shall perform such duties as from time to time may be prescribed by the Board.

President
1. The Board of Directors shall appoint from among them a President who’s term shall be one (1) year.
2. The Directors shall appoint from among the Directors a Vice President, Secretary and Treasurer.

Vice President
1. The Vice President shall assume the full duties and authority of the President in the absence of the later.

Treasurer
1. The Treasurer shall receive, deposit and make disbursements of all moneys of the society, provided no disbursements shall be made except upon the authorization of a Resolution of the Board of Directors.
2. The Treasurer may also assume the position of Recording Secretary as deemed necessary by the Board of Directors.

Recording Secretary
1. The Secretary shall record and publish minutes of all meetings ensuring they are circulated to the membership in a timely fashion. The Board may determine that it is necessary to hold private “in camera” meetings to discuss sensitive or tactical matters. Minutes of “in camera” meetings will not be published to the membership, and circulation of “in camera” minutes shall be restricted to the Board of Directors.
2. The Secretary may also assume the position of Treasurer as deemed necessary by the Board of Directors.

Communications Officer
1. The Board of Directors may from time to time as deemed necessary appoint from among the membership a Communications Officer. The role of such Officer is to maintain communications with membership, media and the public under the authority and direction of the Board.

Execution of Documents, Seal Cause
1. Deeds, transfers, licenses, contracts and engagements on behalf of the society, shall be signed by either the President or Vice President and by the Recording Secretary and the Recording Secretary shall affix the seal of the society to such instruments as required.
2. Contracts in the ordinary course of the society’s operations may be entered into on behalf of the society by the President, Vice President, Treasurer or by any such person as authorized by the Board.

Cheques
1. All cheques, bills of exchange or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the society shall be 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 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 and endorse notes and cheques for the credit of the society, or the same 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 banks forms or settlement of balances and release or verification slips.
Borrowing
1. The Directors may borrow, or raise or secure the repayment of such sum or sums in such manner and upon such terms and conditions in all respects as they see fit and in particular, by the issue of bonds, perpetual or redeemable debentures or debenture stock or any mortgage, charge or other security on the undertaking of the whole or any part of the present or future property, both real and personal of the society, provided however, that none of these powers shall be exercised except in accordance with the sanction of a Resolution passed by two thirds majority of the members of the society present and entitled to vote at a regular or special meeting and provide each member of the society shall be given seven (7) clear days notice of the meeting and the proposed scheme to raise or secure moneys to be voted upon at the meeting.

Appointment of Auditors
1. The Board of Directors may from time to time appoint an auditor or auditors to hold office for such a period as the Directors may determine necessary.

Seal Adopted
1. The Board of Directors may adopt a Seal, which shall be the common seal of the society. The common seal of the society shall be under the control of the Directors and the responsibility for its custody and use from time to time shall be determined by the Directors.

Books and Records
1. The Directors shall see that all necessary books and records of the society required by the By-Laws of the society or by any applicable statute or law are regularly and properly kept.
2. The books of account shall be kept at such place in British Columbia as the Directors see fit, and shall be open to inspection by the Directors upon request.
3. Any member may request inspection of the books of account with reasonable notice of thirty (30) days. The Directors may not unreasonably decline reasonable requests, except in such cases as the membership authorizes non-compliance with such request.

Fiscal Year
1. The fiscal year of the society shall terminate on December 31 of each calendar year, however this can be changed by the Board of Directors provided financial statements of the society’s affairs are presented to the members at an Annual Meeting.

By-Laws
1. The By-Laws of the society may be altered or added to by an Extraordinary Resolution of the society.
2. All meetings shall be run in accordance with Roberts Rules of Order.
3. All regular membership meetings shall include a standing agenda utilizing the Robert’s Rules of Order format.
4. There shall be no less than three (3) meetings of the society, one of which will fall in the first quarter of each year, and this meeting shall be the Annual General Meeting (AGM).
5. All potential vendors wishing to approach the membership on group purchase options or similar plans, must first be approved by the Board of Directors.

Dated at the Regional District of Nanaimo, in the Province of B.C., this 13th day of March, 2011.