Constitution and Bylaws of the B.C. Herdshare Association

The B.C. Herdshare Association is the only organized agricultural association in B.C. serving the meat and dairy herdshare agricultural sector, which deserves recognition as its own sector, strengthening local agricultural communities and farmer-consumer connections.  BCHA is incorporated under the Societies Act of B.C. in order to better serve the community, and has a constitution and bylaws.

Constitution:

  1. The name of the society is: British Columbia Herdshare Association.
  1. The purposes of the society are:
    1. To support, advance, and promote the interests of the herdshare community of British Columbia.
    2. To advocate on behalf of the herdshare community and its members to the general public, to Governments and their agencies, and to any other body that may be appropriate.
    3. To promote knowledge-sharing by education and mentorship programs and to serve as a resource for providing information regarding herdshare best practices.

Bylaws:

Part 1 – Definitions and Interpretation

Definitions

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 Association;

“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

Types of Members

2.1      There are two types of members:  Associate members and Voting members.

2.2      All individuals who have subscribed to the electronic mailing list are associate (non-voting) members.

2.3      All active volunteers who are either Directors or who are volunteering under the supervision of Directors are voting members until they are no longer actively volunteering.

2.4      The Board of Directors may set additional policies regarding membership.

Application for membership

 2.5     Membership is open to all individuals who support the herdshare agricultural sector in British Columbia.

 2.6     A person may apply to the Board for membership in the Association, and the person becomes a member on the Board’s acceptance of the application.

Duties of members

 2.7     Every member must support the Association’s objectives, uphold the constitution of the Association, and comply with these Bylaws.

Amount of membership dues

2.8      The amount of the annual membership dues, if any, will be determined by the Board.

Member not in good standing

2.9      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.

Member not in good standing may not vote

2.10     A 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

2.11     A person’s membership in the Association 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:

(a) adoption of rules of order;

(b) consideration of any financial statements of the Association presented to the meeting;

(c) consideration of the reports, if any, of the directors or auditor;

(d) election or appointment of directors;

(e) appointment of an auditor, if any;

(f) 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 business.

Chair of general meeting

3.4      The following individuals are entitled to preside as the chair of a general meeting:

(a) the planning coordinator

(b) in the absence of the planning coordinator, any individual appointed by the Board to preside as the chair.

Alternate chair of general meeting

3.5      If no director 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.

Meeting Minutes

3.6      The Records Officer will take minutes at general meetings.  In the absence of the Records Officer, the members present must appoint another individual to take minutes.

Quorum required

3.7      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

3.8      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

3.9      If within 30 minutes from the time appointed for a general meeting a quorum is not present, the meeting, if convened on the requisition of regular voting members, must be terminated, but in any other case, it must stand adjourned to the same day in the next week, at the same time and place, and if, at the adjourned meeting, a quorum is not present within 30 minutes from the time appointed for the meeting, the regular voting members present constitute a quorum.

If quorum ceases to be present

3.10     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

3.11     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

3.12     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

3.13     The order of business at a general meeting is as follows:

(a) elect an individual to chair the meeting, if necessary;

(b) determine that there is a quorum;

(c) approve the agenda;

(d) approve the minutes from the last general meeting;

(e) deal with unfinished business from the last general meeting;

(f) if the meeting is an annual general meeting,

(i) receive the directors’ report on the financial statements of the Association for the previous financial year, and the auditor’s report, if any, on those statements,

(ii) receive any other reports of directors’ activities and decisions since the previous annual general meeting,

(iii) 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) end the meeting.

Methods of voting

3.14     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

3.15     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

3.16     Voting by proxy is permitted.

3.17     The Board will provide a proxy form to all voting members.

Matters decided at general meeting by ordinary resolution

3.18     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 – Board of Directors

Number of directors on the Board

4.1      The Association must have no fewer than 3 and no more than 7 directors.

Director positions

4.2      The seven Board of Director positions are:  Planning Coordinator, Communications Coordinator, Financial Officer, Fundraising Coordinator, Program Coordinator, Records Officer, and Volunteer Coordinator.

Directors at large

4.3      There are no directors at large.

Role of the Planning Coordinator

4.4      The Planning Coordinator is the executive officer responsible for over-all management of the Association, strategic planning, coordination of the Association, providing leadership, and supervising the other directors in the execution of their duties

Role of the Communications  Coordinator

4.5       The Communications Coordinator shall oversee correspondence, communications, and public relations activities.

Role of Financial Officer

4.6      The Financial Officer is responsible for doing, or making the necessary arrangements for, the following:

(a) receiving and banking monies collected from the members or other sources;

(b) keeping accounting records in respect of the Association’s financial transactions;

(c) preparing the Association’s financial statements;

(d) making the Association’s filings respecting taxes.

Role of the Fundraising Coordinator

4.7      The Fundraising Coordinator shall oversee fundraising and marketing activities.

Role of the Program Coordinator

4.8      The Program Coordinator is responsible for  service program delivery and program development.

Role of the Records Officer

4.9      The Records Officer is responsible for doing, or making the necessary arrangements for, the following:

(a) issuing notices of general meetings and directors’ meetings;

(b) taking minutes at general meetings and directors’ meetings;

(c) keeping the records of the Association in accordance with the Act;

(d) filing the annual report of the Association and making any other filings with the registrar under the Act.

Role of the Volunteer Coordinator

4.10     The Volunteer Coordinator is responsible for doing, or making the necessary arrangements for, the following:

(a) recruiting volunteers as required by the Association;

(b) maintaining and updating the Volunteer Binder;

(c) ensuring that all volunteers have the resources and training necessary to perform their work.

Part 5 – Election and Appointment of Directors

Director Elections

5.1      At each annual general meeting, voting members must elect or appoint the Board.

Directors may fill casual vacancy on Board

5.2      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

5.3      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 6 – Board of Directors’ Meetings

Calling directors’ meeting

6.1      A directors’ meeting may be called by the Planning Coordinator or by any 2 other directors.

Notice of directors’ meeting

6.2      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

6.3      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 meeting.

Conduct of directors’ meetings

6.4      The directors may regulate their meetings and proceedings as they think fit.

Quorum of directors

6.5      The quorum for the transaction of business at a directors’ meeting is a majority of the directors.

Part 7 – Remuneration of Directors and Signing Authority

Remuneration of directors

7.1       These Bylaws do not permit the Association to pay to a director remuneration for being a director, but the Association may, subject to the Act, pay remuneration to a director for services provided by the director to the Association in another capacity.

Signing authority

7.2       A contract or other record to be signed by the Association must be signed on behalf of the Association

(a) by the planning coordinator, together with one other director,

(b) if the planning coordinator is unable to provide a signature, by the program coordinator together with one other director,

(c) if the planning coordinator and program coordinator are both unable to provide signatures, by any 2 other directors, or

(d) in any case, by one or more individuals authorized by the Board to sign the record on behalf of the Association.

Incorporated on June 6, 2014