Pandosy Neighbourhood Association By-Laws

Formulated: 2022

Revised: 2025

GLOSSARY OF TERMS:

1. Association = Pandosy Neighbourhood Association
2. Board = PNA Board of Directors
3. PNA = Pandosy Neighbourhood Association

BY-LAW 1: MEMBERSHIP

1. There shall be one class of active membership

2. Active members are individuals whose applications for membership have been accepted by the

Board of the Association

3. Active membership shall only be open to individuals who reside within the boundaries of the Association and who rent/own property therein.

4. Members must be in good standing in the Association. Good standing refers to the current paid status of association membership fees, and the acceptance of the PNA code of conduct.

5. Membership shall be limited to individuals over the age of 19.

6. Every Member shall uphold the Constitution and comply with these By-Laws.

BY-LAW 2. HONORARY MEMBERSHIP

1. Honorary Members shall be individuals who have been elected as such at an Annual General Meeting of the Association in recognition of their valued service on behalf of the Association.

2. Honorary Members shall have no vote in the Association and shall not be required to pay membership fees.

3. Honorary Members shall not be required to reside within the boundaries of the Association or own/rent property therein.

4. Honorary members may serve in an advisory capacity to other members, but they must respect the voting rights of active members and not interfere or coerce their fellow members’ decision-making power.

BY-LAW 3: CANCELLATION OF MEMBERSHIP

1. A Board Member shall cease to be a member of the Association by providing a resignation letter in writing to the secretary either in-person, electronically, mailing, or delivering it to the address of the Association.

The resignation letter must:

• Indicate the name of resigning member, and date of resignation to take effect
• be accompanied with any materials/items belonging to the PNA (subcommittee members who may be in temporary possession of payment devices/items from an active or recently completed project)

2. A Board Member may be expelled by a special resolution passed at a General Meeting. Grounds for expulsion include but are not limited to:

• 3 consecutive absences from meetings without communicated explanation
• Behaviour in direct contradiction to the PNA code of conduct

3. The Notice of Special Resolution for Expulsion shall be accompanied by a brief statement of the reason for the proposed expulsion.

4. 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.

5. All Members are in good standing except a Member who has failed to pay the current annual membership fee within three (3) months of the start of the financial year, or any other outstanding amounts owed to the Association by the individual.  A Member is not in good standing so long as the individual’s debt remains unpaid.

BY-LAW 4: MEETING OF MEMBERS

1. A General Meeting of the Association shall be held at the time and place that the Board decides and in accordance with the Society Act.

2. Notice of a General Meeting shall specify the place, day and hour of meeting, and in the case of special business, the general nature of that business.

3. The first Annual General Meeting (AGM) of the Association within fifteen (15) months following the date of incorporation (filed on July 12, 2018, at 07:34 PM Pacific Time; Society Incorporation Number: S0033884). Subsequent AGMs shall be held at least once every calendar year, and no more than fifteen (15) months after the previous AGM.

4. The Board may, when it thinks fit, convene an extraordinary meeting.

5. If the Board receives a written and signed request from ten (10) percent of the total general membership, it shall convene an extraordinary general meeting within one month. The reason for the request of an extraordinary meeting must be communicated to the Board.

6. The accidental omission to give notice of meeting to, or the non-receipt of notice by, any of the Members entitled to receive notice, shall not invalidate proceedings at that meeting.

7. A quorum for the transaction of business at an Annual General Meeting shall be fifteen (15) percent of the total active membership, but never less than 3 members.

BY-LAW 5: VOTING

1.Voting at General Meetings will be done by a show of hands, where a majority is 50% + 1 in favour of a proposed motion, unless:

1. Ten (10) percent of the members present request a ballot vote, or
2. When officers of the Association are being elected. Refer to section 7 regarding the process of electing officers.

2.Voting by proxy is not permitted, but voting through electronic attendance of meetings is permitted.

BY-LAW  6: ASSOCIATION FEES

1. Annual fees for the coming year shall be established at the Annual General Meeting of the Association upon advice of the Board and shall be payable within 3 months.

2. Fees may only be raised or reduced at an Annual General Meeting, with a majority of 50% +1 approving the increase.

BY-LAW 7: BOARD OF DIRECTORS

1. The affairs of the Association shall be managed by a Board of Directors who may exercise all such powers and do all such actions as may be exercised or done by the Association.

2. The regular affairs of the Association shall be managed by a Board made up of the Chair, Vice- Chair, Past-Chair. Secretary and Treasurer, and up to six (6) Directors-at-Large elected at the Annual General Meeting.

3. The Chair, Vice- Chair, Secretary and Treasurer upon incorporation or as determined by the members shall be the Officers of the Association.

4. Unless otherwise provided by the Members present at the Annual General Meeting, the

Officers may be elected by the Directors from among the Directors at their first meeting following the incorporation or Annual General Meeting, and in the manner approved by the Directors.

5. The Directors shall retire from office at each AGM when their successors shall be elected.

6. The directors of the Association shall be elected at the Annual General Meeting and shall hold office for a term of two years. Directors may be re-elected for consecutive terms by a vote of the membership at subsequent Annual General Meetings. Directors may not stand for re-election after 3 terms of service have been completed.

7.Directors who have been out of office for more than two years may once again stand for office at an Annual General Meeting.

8. If the elected Chair is unable to complete a full term of office, all duties and responsibilities of the Chair shall be transferred to the current standing Vice-Chair. 

9. If any other Officer or Director is unable to complete a designated term of office, the Board shall appoint a replacement from the active membership of the Association.

10. No Member of the Board may accept remuneration for services performed for the Association. However, any Members of the Board or Association may be recompensed for approved out-of-pocket expenses incurred while performing duties or tasks for the Association, which could involve traveling expenses, or receive an honorarium for extraordinary service provided on behalf of the Association as voted and approved by the Board.

11. A minimum of six (6) meetings per year of the Board shall be convened, at a time and place set by the Board.

12. The Board shall have, and may exercise, all the powers of the Association fully and completely; and can only be limited by the Society Act of the Province of British Columbia.

13. If a Member of the Board ceases to be a Member of the Association, the individual shall also cease to be a Member of the Board.

14. The Board may, by Special Resolution, remove a Director (with cause) before the expiration of the individual’s active term of office.

15. The Board shall assure that none of its Members act at a Board, General or committee meeting of the Association when a personal conflict of interest exists on any matter under discussion. The member(s) held in conflict of interest must excuse their presence from the meeting and not be permitted to vote on the matter in question when it is presented to the remaining Members.

BY-LAW 8: COMMITTEES

Committees may be formed by the Board, as required, to perform special functions, and shall be chaired by a Director of the Association or a Member appointed by the Board.

BY-LAW 9: DUTIES OF OFFICERS

1. The Chair shall oversee all meetings of the Association general membership and meetings of the Board. The elected individual shall be the Chief Executive Officer of the Association and shall supervise all other Board members in the execution of their duties.

2. The Vice-Chair shall oversee the duties of the Chair, if the Chair is unable to attend a meeting. The Vice-Chair shall also take on any duties as assigned by the Chair.

3. The Secretary shall:

a) keep minutes of all Board and general meetings of the Association,

b) conduct the correspondence of the Association,

c) issue all notices of meetings of the Association and the Board,

d) have custody of all records and documents of the Association except those required to be kept by the Treasurer,

e) have custody of the Seal of the Association, and

f) have custody of the key to the Association’s safety deposit box, if extant.

4. If the Secretary is absent from a meeting, the Board shall appoint another person to act as

    secretary at the meeting.

5. The treasurer shall:

    a) keep the financial records, including books of account, necessary to comply with the Society  

       Act of BC

    b) issue receipts for cash received by the Association

    c) render financial statements to the Chair, the Board and the Association when required

    d) render Annual Financial Statements and reports to the Chair and the Board at least one week

        prior to the Annual General Meeting of the Association

    e) ensure that Signing Officers of the Association shall be appointed by the Board; and that     

        deeds, transfers, licences, contracts and engagements on behalf of the Association shall be

        signed by the Signing Officers.

    f) shall open an account at a Chartered Bank, Credit Union or Trust Company as  

       directed by the Annual General Meeting on the advice of the Board

    g) maintain a safety deposit box in the name of the Association which may be rented at the

        selected financial institution, if the Board decides it is required.

BY-LAW 10: BORROWING POWERS AND AUDIT

1. For the purpose of carrying out the objectives of the Association, the Board may borrow or raise

or secure the payment of money in such manners as approved by a majority of 51% of the membership at meetings where the matter be raised. However, debentures shall not be issued without the sanction of a Special Resolution. (Determine what constitutes a majority for such approval)

2. The Board may appoint an auditor (or auditors) to complete an annual audit of our financial stataments.

3. The Members of the Association may, by a special resolution, restrict the borrowing powers of the Board, but any restriction imposed expires at the next Annual General Meeting.

BY-LAW 11: AMENDMENTS, ADDITIONS AND/OR DELETIONS TO

                      CONSTITUTION AND BY-LAWS

1.  The constitution and its By-Laws may only be revised at an Annual General Meeting of the Association or at a Special Meeting of the Association called for that purpose.

2. In order for any changes to be accepted the membership must receive:

• notice of the proposed changes
• the reason for such changes
• the date, time and place of the meeting where proposed changes will be discussed and voted upon.

BY-LAW 12: INSPECTION OF BOOKS AND RECORDS

The books and records of the Association may be inspected by members in good standing at any time upon two weeks written notice to the Secretary

BY-LAW 13: WINDING-UP OR DISSOLUTION OF THE ASSOCIATION

In the event of winding-up or dissolution of the Association all monies, assets, and properties, remaining after all debts are paid, shall be paid out or transferred to an organization(s) recognized as charitable under the Societies Act of British Columbia at no cost to the recipient.

BY-LAW 14: RULES OF ORDER 

Robert’s Rules of Order 1990 Edition, or the latest revision thereof, shall govern all proceedings at Association meetings.

Latest edition is from 2020. https://robertsrules.com/

***provide links to the Robert’s Rules of Order, and BC Societies Act as they were not provided on the old website in the by-laws page.