Approved at the BCMA AGM OCTOBER 2021
- Unless the context requires otherwise, in these bylaws:
- “Association” means the British Columbia Museums Association;
- “Council” means the directors of the Association, consisting of a quorum of the duly elected or appointed directors acting in a duly convened meeting, or by written resolution, as provided in these bylaws;
- “electronic means” means any electronic or digital system or combination of electronic or digital systems, including email, telephonic, facsimile, electronic, computer or internet-based technology or other communication facility or medium that:
- In relation to a meeting or proceeding permits all participants to communicate with each other or otherwise participate in the meeting or proceeding adequately, simultaneously and instantaneously, in a manner comparable, but not necessarily identical, to a meeting or proceeding where all participants are present in the same location; and
- In relation to a vote, permits all eligible voters to cast a vote on the matter for determination in a manner that adequately discloses their intentions.
- “Members” means those persons who have become members of the Association in accordance with these bylaws, and have not ceased to be members, and “Member” means any one of them;
- “Museum” means:
Institutions created in the public interest. They must engage their community, foster deeper understanding, and promote the enjoyment and sharing of authentic cultural or natural heritage. Museums work to collect, preserve, research, interpret, exhibit, and enhance understandings of people and their environment.
- The above definition of a museum shall be applied without any limitation arising from the nature of the governing body, the territorial character, the functional structure or the orientation of the collections of the institution concerned.
- In addition to the foregoing, the following qualify as museums for the purposes of this definition:
- art galleries;
- heritage and cultural centres;
- Indigenous cultural centres,
- Friendship centres, and bands/council;
- universities and/or local governments responsible for stewarding arts, culture, and heritage;
- natural, archaeological and ethnographic monuments and sites and historical monuments and sites of a museum nature;
- institutions holding collections of and displaying live specimens of plants and animals, such as botanical and zoological gardens, aquaria and vivaria;
- science centres and planetaria;
- conservation institutes and exhibition galleries permanently maintained by libraries and archive centres;
- nature reserves; or
- such other institutions as the BCMA Council determines in its discretion.
- “registered address” of a person means the address and e-mail address of that person as recorded in the register of members or register of directors;
- “Societies Act” means the Societies Act (British Columbia), and the Regulations thereunder, in effect from time to time;
Except as otherwise provided in these bylaws, the definitions provided in the Societies Act apply to these bylaws. If there is a conflict between these bylaws and the Societies Act, the Societies Act shall prevail.
- The activities of the Association shall be carried on without purpose of gain for its members and any income, profits or other accretions of the Society shall be used in promoting the purposes of the Society.
- Membership in the Association shall be restricted to those persons whose application for admission as a Member of, or renewal of membership in, the Association has been accepted by Council.
- The classes of Members of the Association shall be as follows:
- Institutional Members: shall be restricted to institutions that are Museums as defined in these bylaws, and which are situated in the Province of British Columbia;
- Affiliate Members: shall be open to individuals and organizations that support the aims of the BCMA, whether or not they are situated in British Columbia or connected with a museum as defined in these bylaws, and this class of membership shall include Affiliate Members – Service Providers, which shall be open to businesses, organizations, or individuals that earn income through contracts, service provisions, or other commercial activities for museums as defined in these bylaws. This includes consultants, corporate supporters, and other similar organizations that benefit from having their services promoted by the BCMA, and whose benefits as Members shall be determined by policy established by Council from time to time;
- Individual Members: shall be open to any person situated within British Columbia who wishes to promote the aims of the Association, whether or not they are connected with a Museum;
- Student/Volunteer Members: shall be open to bona fide students of any educational institution situated in British Columbia while they remain students. This category is also open to Museum volunteers;
- Reciprocal Members: shall be open to other provincial and territorial museums associations and other partner organizations as determined by Council; and
- Honorary Members / Life Members: which class of membership shall refer to Members who have paid a special fee to be Members for life or have been conferred an honorary membership by Council.
- Every Member must uphold the Constitution of the Association and comply with these bylaws and policies established by Council.
- The amount of any Member dues, if any, shall be determined by Council from time to time.
- A Member is not in good standing if a 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.
- A Member who is otherwise entitled to vote at a general meeting, but who is not in good standing:
- may not vote at a general meeting; and
- is deemed not to be eligible to vote for the purpose of consenting to a unanimous resolution of the Members entitled to vote on a resolution in writing.
- Each Institutional, Individual, Student/Volunteer and Life Member shall be entitled to one vote at a general meeting, provided that Member is in good standing.
- Institutional Members shall, together with their application for or renewal of membership in the Association, provide to Council the name of a person who shall vote on behalf of the Institutional Member, and to whom the notice of general meetings must be sent.
- Affiliate Members and Reciprocal Members may attend general meetings, but are not entitled to vote at general meetings.
- Eligibility to hold office or serve as a director, except where otherwise specified in these bylaws, shall be limited to Members of the Association who are entitled to vote at a general meeting and are in good standing.
- A proxy may be assigned by any Member entitled to vote at a general meeting to any other Member who is entitled to vote at that general meeting. A signed form indicating the assignment of a proxy, must be provided to the President, prior to the start of the meeting for which the proxy is in force. The use of the proxy is limited to voting on amendments to the Constitution and bylaws, and the election of directors.
- If all of the Members entitled to vote at a general meeting consent in writing to a resolution, that resolution (whether an ordinary resolution or a special resolution) is as valid and effective as if it had been passed at a duly constituted meeting of the Members.
TERMINATION OF MEMBERSHIP
- Membership in the Association is automatically terminated if a Member is not in good standing for 6 consecutive months, or dies, ceases to exist, or resigns in accordance with these bylaws.
- Any Member may terminate their membership by sending their resignation, in writing, to the President of the Association, and their name shall be removed from the membership roll.
- The Council may, by a 75% majority vote of Council, which may be by ballot, remove from the membership rolls the name of any Member who is in breach of their obligations as a Member of the Association, or who has engaged in conduct that is unbecoming or inconsistent with the mission and values of the Association, or who, in the opinion of the Council, at its sole discretion, is no longer worthy of being connected with the Association, subject to the following:
- The Council shall first give the Member the right to appear before the Council and be heard.
- In the case of expulsion due to breach of a Member’s obligations as a Member of the Association, provide the Member with an opportunity to rectify the breach to the satisfaction of Council; provided that the period for rectification shall not exceed 30 days absent the express approval of three-quarters of Council.
- A general meeting must be held at the time and place Council determines.
- At a general meeting, the following business is ordinary business:
- adoption of rules of order;
- consideration of any financial statements of the Association presented to the meeting;
- consideration of the reports, if any, of the directors or auditor;
- election or appointment of directors to Council;
- appointment of an auditor, if any;
- business arising out of a report of the directors not requiring the passing of a special resolution.
- Written notice of any meeting of Members of the Association shall be given not less than fourteen (14) days before the date of the meeting to the registered address of every Member shown in the books of the Association on the day such notice is sent.
- The notice must state:
- the time, date and place of the meeting;
- 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; and
- if the Council has determined to permit participation in a general meeting by electronic means, notice of the meeting must inform Members and other participants, if any, that they may participate by electronic means and provide instruction on how this may be done.
- Any notice delivered by hand or sent by e-mail or other electronic means to the registered address of a Member or director shall be deemed to have been given on the day it was so delivered or sent. A notice sent by mail shall be deemed to have been given on the second day following that on which the notice was posted. In proving that notice has been given it is sufficient to prove the notice was properly addressed and put in a Canadian government post office receptacle with adequate postage affixed, provided that if there is, between the time of posting and the deemed giving of the notice, a mail strike or other labour dispute which might reasonably be expected to delay the delivery of such notice by mail, then such notice shall only be effective when actually received.
- The President shall act as chair of the general meeting. In the President’s absence, the Vice-President shall act as chair of the general meeting. In the absence of the President and the Vice-President, any individual appointed by Council may preside.
- A quorum at a General Meeting shall be one-fifth of the total number of Members entitled to vote at that meeting or 15 Members entitled to vote at that meeting (whichever is less), attending in person, by proxy (provided that there are a minimum of 5 persons present in person) or by electronic means, but shall never be less than 5 persons.
- If, at any time during a general meeting, there ceases to be a quorum of Members entitled to vote present, business then in progress must be suspended until there is a quorum present or until the meeting is adjourned or terminated.
- 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 Members entitled to vote, except that if, before or after such a vote, 2 or more Members entitled to vote request a secret ballot or a secret ballot is directed by the chair of the meeting, voting must be by a secret ballot.
- General meetings may, in the discretion of the Council, be held by electronic means.
- Council may exercise all such powers and do all such acts and things as the Association may exercise and do, and which are not by these bylaws or by statute or otherwise lawfully directed or required to be exercised or done by the Members in general meeting, but subject, nevertheless, to the provisions of all laws affecting the Association, these bylaws, and rules, not being inconsistent with these bylaws, which are made from time to time by the Association at a general meeting.
- Council shall determine the number of directors who shall serve on Council from time to time; provided that, the Association shall have no fewer than 3 directors, and no more than 13 directors.
- At each annual general meeting, the Members entitled to vote for the election of directors shall elect or appoint the Council, and each elected or appointed director shall hold office for a term of two years.
- Directors shall assume office following the close of the annual general meeting at which they were elected.
- Directors shall be eligible for re-election, but shall not serve more than six consecutive terms as director on Council.
- Council may, at any time, appoint a Member as a director to fill a vacancy that arises on Council as a result of the resignation, death or incapacity of a director during the director’s term of office.
- A director appointed by Council 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.
- Except as otherwise provided in these bylaws, the Executive Director is not entitled to serve as a director of the Association.
- A director may be suspended or expelled in the same manner that a Member may be suspended or expelled.
- The Council shall:
- Be responsible for the management of the property, revenue, business and affairs of the Association;
- Establish operational policies for the Association within which the administration of the Association shall operate; and
- Monitor the execution of policies through a variety of formal and informal reports from the administration on the affairs of the Association.
- A Council meeting may be called by the President or any two directors of the Association.
- At least two days’ notice of a Council meeting must be given unless all the directors agree to a shorter notice period.
- The accidental omission to give notice of a Council meeting to a director, or the non-receipt of a notice by a director, does not invalidate proceedings at the meeting.
- The directors may regulate their meetings and proceedings as they think fit.
- The quorum for the transaction of business at a Council meeting is a majority of the directors then in office.
- Council meetings may, in the discretion of the Council, be held by electronic means.
- The officers of the Association shall include a President, Past President, Vice-President, Secretary, and Treasurer.
- President, Past President, Vice-President, and Secretary shall be elected to their positions at the Council meeting immediately following the annual general meeting and shall hold office for a term of one year.
- Treasurer shall be elected to their position at the Council meeting immediately following the annual general meeting and shall hold office for a term of two years.
- Any officer shall be eligible for re-election to their office, but may not serve more than two consecutive terms in the same office.
- In the event of the death, resignation or incapacity of the President, the Vice-President shall assume the role of President. In the event of the Vice-President’s death, resignation or incapacity, the Council may elect a director to complete the Vice-President’s unexpired term of office.
- Directors who are elected or appointed to Council, in excess of the officer positions described above are elected or appointed as directors-at-large.
- The President shall preside at all meetings of the Association.
- The Vice-President shall, in the absence of the President, perform the duties of the President, and when so acting, shall have all the powers and be subject to all the responsibility hereby given or imposed upon the President.
- The Secretary shall be responsible for overseeing the preparation and custody of the minutes of meetings and in-camera meetings of the Council.
- Directors shall be subject to the Societies Act in relation to conflicts of interest.
- No director shall receive remuneration or other financial benefits for their services performed for the Association, regardless of the type of service performed.
- The Council may appoint an Executive Director, and fix their terms of employment.
- The Executive Director shall receive such salary as the Council may from time to time determine.
- The Executive Director shall be an ex-officio member of the Council.
- The Executive Director shall be responsible for overseeing the preparation and custody of minutes of meetings of the Association.
- In order to carry out the purposes of the Association, the Council may, on behalf of and in the name of the Association, raise or secure the payment or repayment of money in such manner as Council determines, subject to the Societies Act.
- The Members may by special resolution restrict the borrowing powers of Council but a restriction so imposed expires at the next annual general meeting.
- Members are entitled to, and the Association shall give each Member without charge, a copy of the Constitution and the bylaws of the Association then in force upon being admitted as a Member.
- Neither the accounting records described in paragraph 20(2)(c) nor the board records described in paragraph 20(2)(b) (except for those records specifically identified at paragraph 24(2)(a)) of the Societies Act shall be open to inspection by Members of the Society who are not directors except as permitted by the Board in accordance with the policies of the BCMA.
COMMITTEES / SECRETARIAT
- The Council shall appoint such committees as the Council deems necessary to carry on the business of the Association, and may delegate to any such committee any (but not all) of Council’s authority.
- The Council may delegate to the Executive Director such authority as Council considers appropriate for the operation of the Association.
- The Executive Director, may within the guidelines laid out by the Council, hire staff and/or appoint volunteers to assist with carrying out the objectives of the Association.
- The President shall appoint a nomination committee at least six months prior to the annual general meeting.
CHANGES TO THE CONSTITUTION AND BYLAWS
- The Constitution and bylaws of the Association shall not be amended except by a special resolution at a duly constituted meeting of the Members.
- A Member entitled to vote may propose a special resolution by delivering a copy of the text of the resolution, signed and seconded, in each case by a Member entitled to vote and in good standing, to the Secretary not less than 20 days prior to the general meeting, and the Secretary shall notify Members entitled to vote at the meeting of the special resolution not less than 14 days before the general meeting at which it will be considered.
- In the event of dissolution or winding up of the organization, all remaining assets of the Association, after payment of liabilities, shall be distributed to one or more recognized charitable organizations in Canada, or to a Canadian Municipality.