Lonely Loon Flyfishers Society

Constitution and By-Laws

            The name of the Society is "Lonely Loon Flyfishers Society"

            The purposes of the Society are:

       to promote fly fishing and the use of artificial flies on all waters:

       to support and further fish propagation, research and conservation of all fish species throughout British Columbia, (B.C.);

       to support and encourage the preservation, rehabilitation and development of lakes, streams and oceans and access thereto, for the practice of fly fishing with artificial flies;

       to support Government bodies in projects which are intended to preserve or enhance fishing opportunities generally;

       to encourage fellowship, ethics and sportsmanship amongst anglers, and

       to encourage outdoor recreational opportunities that are consistent with maintaining a healthy lifestyle.

            The operations of the Society are to be chiefly carried on in the City of Kelowna and surrounding areas, in the Province of British Columbia. This provision is unalterable.

            The Society shall be carried on without purpose of gain for its Directors or members and any profits or other accretions to the Society shall be used for promoting its stated purposes.

            In the event of winding up or dissolution of the society, all funds and assets of the Society remaining after the satisfactions of its debts and liabilities shall be given or transferred by the members of the Society to selected organizations which will best support the purposes of the Society, provided that such organizations are recognized as charitable organizations.

            Clauses four and five above and this clause are unalterable in accordance with the Societies Act.

By-Laws

By-Law 1 Interpretation

1.1       Nothing in these By-Laws shall be interpreted so as to be in conflict with the Society Act, Province of British Columbia.

       In these By-Laws, unless the context otherwise requires:

   "Board" means the Board of Directors of the Society.

   "Director" means the Director of the Society for the time being.

   "Society" means the Lonely Loon Flyfishers Society.

   "Proxy" means a person, not necessarily a Society member, appointed in writing to attend meetings and vote on a members' behalf on matters specified, and

   "Member" means a person who becomes a member in good standing and remains so in accordance with these By-Laws.

1.2       In these By-Laws, words importing a male person include a female person and vice-versa; words importing the singular include the plural and vice-versa.

By-Law 2 Membership

1.1       Membership is open to all persons regardless of Race, Colour or Creed who wish to support fly fishing generally and who are prepared to accept and practice the ethics implied in the Society's Constitution and By-Laws".

2.2       There shall be six classes of membership as follows"

   "Ordinary"             all those members other then Junior, Honorary, Associate or Supporting. They shall pay dues, may vote at all legally constituted meetings and may be elected to any office within the Society.

   "Junior"                  restricted to persons up to the ages of 17 with conversion to ordinary membership on 1 January following their 18th birthday. They pay nominal dues established by a resolution passed at the November or December General Meeting and may not vote or hold office but are otherwise entitled to all rights and benefits of ordinary memberships.

   "Lifetime"                restricted to ordinary members who receive this designation as an award, at the discretion of the Board, under the Awards By-Law. (Section 19.5) It is in recognition of outstanding service or support to the Society over a period of years, or a one time significant event, or in support of the fisheries environment. The recipient shall continue to enjoy all the rights and privileges of an Ordinary Member, but need no longer pay dues, although he may elect to do so to support the conservation purposes of the Society.

   "Associate”              offered at the discretion of the Directors to persons living outside Kelowna and area and unable to attend meetings on a regular basis. They will pay dues at 50% of the ordinary membership rate and shall be entitled to receive regular mailings, attend meetings but not to vote at meetings.

                   “Honorary”              such members may be appointed by a resolution passed by the members based on a recommendation of the Board. They pay no dues and can not vote or hold office, but otherwise may enjoy all the privileges of an Ordinary Member.

            “Supporting”                 open to those individuals, organizations or corporations who support the purposes and projects of the Society and wish to offer financial or in kind support. Annual membership shall be by application to the Board accompanied by a substantial donation to the general fund or a specific Society project of their choice, or the minimum subscription set by the Board. Membership does not grant voting powers, nor eligibility to hold office, although members may attend general meetings and make presentations on projects being discussed to which they provide financial support. They shall receive regular mailings.

            A member is considered in good standing except should he not have paid his current annual dues. He remains not in good standing so long as the debt remains unpaid. Only members in good standing are entitled to vote at meetings of the Society and be elected or appointed to hold office.

2.4       All applicants for membership must:

       apply in writing on the prescribed form which will include a clause requiring compliance with the intent of the constitution and bylaws;

       have attended three club functions within a period of 6 months;

       be recommended to a general meeting by two members in good standing;

       be approved by a vote of 75% or more of those present at a general meeting, and

       have made payment in full of initiation and membership fees.

            A person ceases to become a member, and ceases to be a member in good standing of the Society:

       on delivering his resignation in writing to the Society or any other Director of the Society;

       on his death, or club dissolution;

       on non payment of annual dues for more than 60 days after 1 January of the current year, and

       on being expelled for good cause by the society.

            Expulsion

       based on the recommendation of the Board, a member may be expelled by a special resolution passed by the members at a general meeting, provided that the notice of meeting specifies that such a matter is to be placed before the members.

       the person who is subject of the special resolution shall be given an opportunity to be heard and or represented before the Board while it is investigating the matter, and again at the general meeting before the resolution is put to a vote which shall be by ballot. A 75% majority vote is required, and no return of dues shall be made if the resolution is accepted.

       matters which could form the basis for expulsion, but not exclusively:

      conviction under the Fisheries or Wildlife Acts;

  conduct which in itself would tend to bring discredit to the Society and its reputation, or

  willfully commits a breach of the constitution or By-Laws of the Society.

            Re-instatement

       persons whose membership was ceased for non payment of dues may be re-instated by paying all outstanding debts to the Society, plus an administrative fee of $10.00.

       persons expelled for cause may apply for re-instatement, after a period of not less then 12 months, to the Board who shall consider the matter and may offer a resolution to the membership at a general meeting for consideration and vote. The notice required in By-Law 2.6(a) applies and a 2/3 majority vote is required.

            Annual Membership Dues

       the dollar value for each membership category shall be established by a resolution passed at the November or December General Meeting.

(b)  the annual membership year shall be from 1 February to 31 January.

(c)   annual membership dues are due and payable by 1 February of the current year.

(d)  members who remain in arrears for 60 days after the due date are subject to being struck from the active register and the Societies mailing lists.

By-Law 3 Duties of a Member

3.1       A member shall:

       make himself familiar with and follow the Constitution and By-Laws and any procedures of the Society as may be adopted from time to time;

(b) conduct himself while engaged in fishing or conservation activities in an ethical manner which will not bring himself or the society into disrepute;

(c) make every effort to assist, within his physical capabilities, in all conservation projects supported by the Society, and

(d) take an active roll in the operation of the Society and is expected to take their turn as a Director or Executive Officer.

By-Law 4 Purpose of Board of Directors

            The Board of Directors shall:

       control, manage and maintain all assets of the Society for the benefit of all members. The day-to-day business of the Society shall be conducted by the Executive Officers. But the Board as a whole shall determine policy subject to any restrictions placed on it by resolutions passed at a general meeting and/or the Society Act;

       ensure that where trust funds are being administered, they are held in a separate account, but reported with other assets as separate item in all financial statements;

       ensure all reports and returns required by the Society Act are completed and forwarded in a timely manner, and

       take appropriate action to correct any violation of the By-Laws.

By-Law 5 Board of Directors

            The directors shall consist of not less than 6 nor more then 12 Ordinary members including the executive officers. The immediate Past President shall automatically be a Director at Large in order to provide advice and continuity on Society matters. In addition, the News Editor shall automatically be a Director at Large and attend all Board and Executive meetings and perform such tasks as listed in section 8.6 but can not vote at such meetings.

      the Directors of the Society must:

  act honestly and in good faith and in the best interests of the Society;

  exercise the care, diligence and skills of a reasonably prudent person in exercising the powers and performing the functions as a Director, and

  all directors shall be familiar with the provisions of the Constitution and By-Laws of the Society.

      no person shall be considered qualified for election or appointment as a Director unless he is a member in good standing, but he may become such a member and be elected to the Board at the same meeting.

      the Executive Officers within the Board of Directors shall be those listed below and shall be elected at the AGM.

  President;

  Vice President;

  Secretary;

  Treasurer, and

  Membership Director.

      the Board, Executive or President may in their discretion appoint Directors to supervise or coordinate Society Actives or projects that are long term continuing ones. Where this is done, the appointment and terms of reference shall be in writing and may be withdrawn at pleasure.

       the Board may go outside the directors group to appoint volunteer committee chairmen because of availability or to take advantage of special expertise among Society members.

      vacancies occurring in any officer's position shall be filled from among the current Directors for the remaining portion of the term without prejudice to re-election.

      length of service on the Board in the president's or Vice President's offices shall be restricted to two consecutive years in either position. Other officers or Directors may serve for no more then five consecutive years.

            The position of officer or director on the board shall be held vacant if the member:

       by notice in writing to the Board resigns;

       is deceased;

       becomes physically or mentally unable to perform his duties;

       has been removed from office or as a member for just cause, or

       because of failure to perform his duties in a manner acceptable to the Board he is advised of his performance and asked to vacate his position in a resolution passed at a Board meeting.  

            The Board may, in its discretion, appoint a member to the board to fill any declared vacancy for the remaining portion of the term, providing the number of vacancies occurring simultaneously does not negate the possibility of a normal quorum, in which case a special general meeting must be called to elect a new Board.

            No member of the Board shall accept remuneration for services rendered to the Society, nor shall he have any financial interest in any purchase order or contracts entered into on behalf of the Society unless he has declared the possible conflict of interest prior to a decision being taken by the Board and he shall refrain from voting by leaving the room before the vote is called. This clause does not preclude reimbursement for all expenses necessarily and reasonably incurred by the director while engaged in the affairs of the Society, although limitations on expenditures or per diem rates may be set by resolution of the Board.

            Where the President is absent from any meeting of the Board, or vacates the chair during the meeting the Vice President shall act as Chairman and shall have all the duties and powers of the position while so acting.

            In the absence of both President and Vice President, the Directors present shall, from among themselves, appoint and acting Chairman for the meeting who shall have all the duties and powers of the position while so acting.

5.7       A quorum of the Board shall be 50% plus one of the combined Officers and Directors.

5.8       At meetings of the Board all matters shall be determined by a simple majority vote except where otherwise stated in these By-laws.

            In case of a tie vote, the President or Chairman does not have a second or casting vote and a motion so tied is defeated.

            Every Director shall be deemed to take office on the clear understanding that, in accordance with the Society Act, he and his heirs shall at all times, while he is in office and continuing after serving his term, be indemnified and saved harmless for any action instituted or prosecuted against him as a result of any action or decision taken or instituted by him in the execution of his duties in the Society which were done in good faith and where there is no evidence of willful disregard or neglect on his part. The cost of such continuing indemnity shall be borne by the Society funds.

Removal of a director

       based on the recommendation of the Board, a director may be removed by a special resolution passed by the members at a general meeting, provided that the notice of meeting specifies that such a matter is to be placed before the members.

       the person who is subject of the special resolution shall be given an opportunity to be heard and or represented before the Board while it is investigating the matter, and again at the general meeting before the resolution is put to a vote which shall be by ballot. A 75% majority vote is required

       matters which could form the basis for removal, but not exclusively:

  conviction under the Fisheries or Wildlife Acts

  conduct which in itself would tend to bring discredit to the Society and its reputation, or

willfully commits a breach of the constitution or By-Laws of the Society.

            All Directors shall resign their office at each Annual General Meeting without prejudice to re-election at the same meeting.

By-Law 6 Nominating Committee

6.1       Two months prior to elections at the Annual General Meeting in February the Board shall appoint a nominating committee of two members who will not themselves be seeking office in any executive officers position, but may sit on the Board of directors. It is the duty of this committee to firstly contact:

       all serving Directors to determine if they intend to let their name stand for re-election and to which vacancy or office;

       they seek out other members who are prepared to stand for office and which position seek;

       determine whether all positions will be covered by nominations;

       advise the Board of the status 14 days prior to the date of elections, and

       act as polling officer and/or scrutineer to conduct the elections during the Annual General Meeting.

The committee shall not be restricted to nominating only one person for any office, nor just the maximum number of Directors, but shall encourage maximum participation of members and shall request and accept nominations from the floor at the Annual General Meeting.

By-Law 7 Elections

7.1       All Ordinary Members in good standing are eligible to be nominated, elected or appointed to the Board or officers positions, but they may become such a member and be elected or appointed at the same meeting.

7.2       The election of Officers and Directors shall take place at the Annual General Meeting. Election to any position may be by acclamation, otherwise it shall be by a show of hands or by ballot if considered necessary by the President or requested by a member.

7.3       Elections shall follow the order of President, Vice President, Secretary, Treasurer, Membership Director, and Directors. A member may allow his name to stand for all positions in rotation with it only being removed if and when elected.

By-Law 8 Duties of Officers

8.1       The President:

       shall preside at all meetings of the society and its Board of Directors and shall have all the powers and duties generally pertaining to the office. He shall be a member ex-officio of all committees except the nominating committee;

       is the chief executive officer of the society and shall supervise the other officers in the execution of their duties, and

       shall be signing authority for expenditures.

8.2       The Vice President:

       by alternating responsibility as the need arises shall, in the absence of the President, possess all the powers and perform all the duties of the President;

       shall equitably share responsibilities for various committee supervision as assigned by the President and shall be specifically delegated the responsibility for all Constitution and/or By Law matters including biennial reviews and resolution vetting required by By-Law 17 Amendments to the Constitution and By-Laws, and

       shall be a signing authority for expenditures.

8.3       The Secretary:

       shall conduct the correspondence of the Society;

       shall issue advance notices of meetings via mail or newsletters, ensuring that the minimum prescribed notice is provided;

       shall keep minutes of all meetings of the Society and Board of Directors in separate minutes books and ensure each member receive a copy of the minutes of general meetings;

       shall be the custodian of all records and documents of the Society except those required to be kept by the Treasurer;

       shall compile, assisted by the Treasurer, all reports and returns required by the Society Act, and

       shall have custody of the common seal of the Society if one is authorized.

8.4       The Treasurer:

       shall keep financial books and records of accounts for the affairs of the Society to reflect:

  all the money received and disbursed by the Society, stating the matter in respect of which the activity took place;

  every asset and liability of the Society;

  every other transaction affecting the financial position of the Society;

       shall prepare annual financial statements, interim reports and schedules as required from time to time, and shall present them to the Board and/or General Meetings as called for;

       may maintain a petty cash fund and records thereto, using the impress account system, for an amount set by the Board from time to time or, alternatively, make all disbursements by cheque;

       shall maintain all records of accounts current and be prepared for a test audit on short notice;

       shall be a signing authority for expenditures;

       shall be ex-officio member of any committee authorized to generate and or expend funds to assist and advise on annual budget plans, and

       shall assist in the preparation of returns required by the Society Act.

.

8.5       The Membership Director:

       shall maintain a register of members to reflect by class of membership:

  the full name, resident or mailing address and telephone number;

  the date on which the person is admitted as a member;

  the date on which the person ceases to be a member, and

       shall collect annual dues and transfer them to the Treasurer for deposit.

       shall notify members who remain in arrears 30 days after the due date and, if not paid within a further 30 days, shall strike the member from the active register and Society mailing lists;

       shall issue membership cards as prescribed by the board from time to time, and

       shall provide each member, on request, with a copy of the Constitution and By-Laws free of charge or, if the Board so decides by resolution, on payment of not more than $1.00.

       Two registers may be maintained for convenience, the master or historical register required by the Society Act and the "active register" which only reflects the current paid membership.

8.6       The News Editor:

(a)   shall publish a monthly newsletter that includes, among other items of general interest to members, a running schedule of Club meetings dates and locations covering the next three months, plus a listing of Officers. This newsletter shall be mailed to all members;

(b)  collect pertinent information from executive meetings, incoming mail etc. which is of general interest to members for inclusion in the publication;

(c)   encourage members to contribute brief articles for informative or discussion purposes, and

(d)  include in the December issue a brief reminder and outline of the Club awards along with conditions for selections.

By-Law 9 Duties of Board of Directors

9.1       The Board of Directors shall:

       meet at least monthly, or at the call of the President, for the conduct of business, adjourn and otherwise regulate itself as deems appropriate;

       subject to any restriction imposed, or direction given at a General Meeting, delegate to one or

more Board members or to a member or committee of members such, but not all of its powers –and duties as deems appropriate. Such delegation and terms of reference shall be in writing and is revocable at the Board's pleasure;

       maintain a minute book of its proceedings;

       maintain a minute book of all General Meetings and keep copies readily available for review by members on reasonable request;

       cause proper books of accounts to be kept in respect to all financial transactions of the Society and, on written application by a member, make such books of account available for inspection and may appoint a Director in addition to the Treasure to be present during such inspection, and

       shall keep at a registered address, or in the possession of one person, and shall make available upon written request by a member:

  a copy of changes in By-Laws;

  a copy of any Special Resolution passed;

  a register of the Board of Directors, and

  minutes of all General Meetings.

By-Law 10 Financial

10.1     The fiscal year of the Society shall be for one year beginning the first day of February and ending the 31st day of January following;

10.2     The board shall call for the following to be presented at the Annual General Meeting:

       a statement of income and expenditures drawn up to present fairly the results of the operations of the Society for the period and to distinguish severally at least:

  gross revenue from different sources, where material;

  income or loss from any investments;

  any provision for depreciation of materiel assets;

  amounts transferred to or from a reserve fund;

  net income or expenditures before extraordinary items from paragraph (vi), and

  extraordinary items of income or loss of a non-recurring nature including disposal of materiel assets.

       a balance sheet drawn up as of 31 January each year, to present fairly the financial position of the Society at that date and to distinguish severally at least:

   cash and deposits;

   inventory, stating the basis of evaluation;

   materiel assets, stating the basis of evaluation;

   debts owed by the society;

   reserve funds showing amounts added or withdraw during the period, and

   trust funds being administered showing principal amounts accruing or grants dispersed during the period.

10.3     Prior to issue or circulation of the statements in (a) and (b), they must be approved by the Board and signed by two of the Directors. If the statements have not been audited, a notation "subject to audit" will be included above the signatures. Interim financial statements may be presented to a General Meeting without Board Review, but are accepted subject to audit.

10.4     The Society shall maintain at least one bank account with a chartered bank, trust company or credit union for the deposit of funds. Where a reserve fund or a trust is established or controlled, they shall be in a separate account. Gaming sourced funds shall be placed in an account as directed by the British Columbia Gaming Commission.

10.5     All cash and negotiable forms shall be deposited directly to the Society bank accounts.

10.6     All payments shall be made by cheque, except for minor petty cash transactions if such a fund is in use. Activity costing forms shall be cross-referenced to cheque numbers for ease of audit.

10.7     All cheques drawn on any account of the Society shall be signed by two Officers designated as signing authorities.

10.8     The Society shall, by resolution, establish the spending limit of the Board on any single item or activity without reference to the general membership. These limits may be adjusted at any General Meeting. In the same manner, the Board shall set spending limits for individual officers and/or committees.

10.9     The Board may not exercise any powers in respect to borrowing funds, or issuing debentures, without the expressed authority of a Special Resolution passed by a 75% majority of the members present in person or by proxy at a General Meeting.

10.10   The Board may, in its discretion, invest a portion of the Society funds in Guaranteed Investment Certificates with roll over clauses as necessary, for periods of 30, 60, or 90 days or any other period agreed to by the members and have their current status reported with other interim statements at General Meetings.

By-Law 11 Audit

11.1     The Board may appoint an auditor, and assistant where necessary, from the membership independent from the Officers of the Board at the Annual General Meeting to hold the appointment for a period of one year without prejudice to re-appointment. Alternatively, this function may be contracted out to a professional firm of auditors.

11.2     The Board shall give notice of the appointment in writing to the auditor and assistant, if any, which shall be their authority to conduct spot audits, as considered necessary, and an annual audit prior to the Annual General Meeting. It also gives right of access to all financial records and related documents and to receive details considered essential to the audits from any Director, Officer or other member.

11.3     The auditor shall:

       conduct at least one spot audit in each financial year on any aspect of the financial records;

       make a report to the members on the financial statements that are to be placed before the Society at the Annual General Meeting, and

       state in his report whether, in his opinion, the financial statements present fairly the financial position of the Society and the results of its operations for the period under review and does so on a basis consistent with the preceding period

11.4     Where the opinion contained in the report under 11.3 (c) is qualified, the auditor shall provide detailed reasons in his report.