Bylaws of JET Alumni Association of British Columbia

Part 1 – Interpretation
Part 2 – Membership
Part 3 – Meetings of Members
Part 4 – Proceedings at General Meetings
Part 5 – Directors and the Steering Committee
Part 6 – Steering Committee Meetings
Part 7 – Duties of the Directors
Part 8 – Borrowing
Part 9 – Auditor
Part 10 – Notices to Members
Part 11 – Bylaws

Part 1 – Interpretation

1.
In these bylaws, unless the context otherwise requires:

“Directors” means the directors of the Society for the time being;

“Member” includes a person who is a full member, or person or organisation who is an associate member of the Society;

“Ordinary Resolution” means a resolution passed in a general meeting by the full members of the Society by a simple majority of votes cast in person;

“Registered Address” of a member means the facsimile or post mail address of a Member as recorded in the official records of the Society;

“Society” means the JET Alumni Association of British Columbia;

“Society Act” means the Society Act of the Province of British Columbia from time to time in force and all amendments to it;

“Special Resolution” means:

  1. a resolution passed in a general meeting by a majority of not less than 75% of the votes of those Members of the Society who, being entitled to do so, vote in person
    1. of which the notice that the bylaws provide and not being less than 14 days’ notice specifying the intention to
      propose the resolution as a special resolution has been given; or
    2. if every Member entitled to attend and vote at the meeting so agrees, at a meeting of which less than 14 days notice has been given;
      “Steering Committee” means the council of Directors who are responsible for the administration and organisation of the Society and its business.

2.
Words importing the singular include the plural and vice-versa; and words importing the neuter include a corporation, organisation, the masculine and the feminine.

Part 2 – Membership

3.
The Members of the Society are the applicants for incorporation of the Society, and those persons who subsequently have become Members, in accordance with these bylaws and, in either case, have not ceased to become Members.

4.
A person may apply to the voting Directors for membership in the Society and on acceptance of the voting Directors, in accordance with these bylaws, shall be a Member.

5.
Membership shall be divided up into the categories of full members and associate members with each category having separate and distinct rights.

6.
In order to become a full member in the Society:

  1. one must be a person as distinct from an organisation or corporation;
  2. a past participant in the Japan Exchange and Teaching Programme or its predecessors; and
  3. comply with any additional criteria, which the Steering Committee may establish from time to time.

7.
Full members shall enjoy all rights and responsibilities available within the Society pursuant to its constitution, bylaws and rules, including but not limited to the following:

  1. the right to attend open Society functions and Steering Committee meetings;
  2. the right to vote at general meetings; and
  3. the right to run for director positions in Society elections.

8.1
The Steering Committee may grant associate memberships to organisations, corporations and individuals who do not otherwise meet membership requirements.

8.2
In order to become an associate member in the Society:

  1. a person, organisation or corporation must be granted associate membership by resolution of the Steering Committee;
  2. meet any criteria set down by the Steering Committee at the time of granting membership; and
  3. comply with any additional criteria which the Steering Committee may establish from time to time.

9.
Associate members pursuant to the constitution and these bylaws, shall enjoy the following rights and responsibilities available within the Society:

  1. the right to attend open Society functions and Steering Committee meetings;
  2. the right to attend general meetings; and
  3. the right to sit on the Steering Committee as an associate Director.

10.1
Should any organisation or corporation become an associate member of the Society, the said organisation or corporation shall nominate in writing one person to act on their behalf.

10.2
Such written nomination shall be delivered to the membership director of the Society within three weeks of that organisation or corporation becoming
an associate member.

11.
Every Member shall uphold the constitution and comply with the bylaws and rules of the Society.

12.1
The Steering Committee may establish a membership fee to be paid by all Members.

12.2
The amount of the first annual membership dues shall be determined by the Steering Committee, and after that the annual membership dues shall be determined at the annual general meeting of the Society.

12.3
The membership fees may be differentiated between full members, associated members, persons, families, organisations and corporations.

13.
A Member shall cease to be a Member of the Society:

  1. on delivering their resignation in writing to the membership director or by mailing it to the mailing address of the Society;
  2. on their death or in the case of an organisation or corporation its dissolution;
  3. on being expelled;
  4. on having been a Member not in good standing for three consecutive months; or
  5. on moving to a jurisdiction outside of both British Columbia and the Yukon Territory.

14.1
A Member may be suspended or expelled by resolution of the Steering Committee passed at a Steering Committee meeting where:

  1. the Member has acted in a manner that is considered improper;
  2. the Member has acted in a manner considered likely to endanger the interest or reputation of the Society; or
  3. where there has been a wilful breach of the Society’s constitution, bylaws or rules.

14.2
In the case of suspension, the Steering Committee shall determine the terms and duration by resolution.

14.3
A notice of resolution for suspension or expulsion shall be accompanied by a brief statement of the reason or reasons for the proposed suspension or expulsion.

14.4
The person who is the subject of the proposed resolution for suspension or expulsion shall be given an opportunity to be heard at the Steering Committee meeting before the resolution is put to a vote.

14.5
Full members of the Society shall have the right to review any suspension or expulsion made by the Steering Committee at a general meeting, and to overturn the suspension or expulsion or amend the suspension by Ordinary Resolution.

15.
All Members are considered to be in good standing except a Member who has failed to pay their current annual membership fee or any other subscription or debt due and owing by them to the Society and they are not in good standing so long as the debt remains unpaid.

16.
The Society may be a member of any other organisation.

Part 3 – Meetings of Members

17.
Notwithstanding bylaw 20, general meetings of the Society shall be held at the time and place, in accordance with the Society Act, that the Steering Committee decides.

18.
Every general meeting, other than an annual general meeting, is an extraordinary general meeting.

19.
The Steering Committee may, when they think fit, convene an extraordinary general meeting.

20.
The Members may convene an extraordinary general meeting, if the lessor of ten percent or 12 of the full members of the Society indicate to the Steering Committee in writing a desire for an extraordinary general meeting to be held.

21.1
Notice of a general meeting shall specify the place, day and hour of the meeting, and the general nature of the business to be discussed.

21.2
The accidental omission to give notice of a meeting to, or the non-receipt of a notice by, any of the Members entitled to receive notice does not invalidate proceedings at that meeting.

22.
The first annual general meeting of the Society shall be held not more than 15 months after the date of incorporation and after that an annual general meeting shall be held at least once in every calendar year and not more than 15 months after the holding of the last preceding annual general meeting.

Part 4 – Proceedings at General Meetings

23.
All general meetings are to be run in accordance with Robert’s Rules of Meetings.

24.
Annual general meetings shall normally be required to transact the following Society business:

  1. the adoption of rules of order;
  2. the consideration of financial statements;
  3. the report of the Directors;
  4. the report of the auditor, if any;
  5. the election of Directors;
  6. the appointment of the auditor, if required;
  7. business brought forward by any full member present at the annual general meeting, if any;
  8. the other business that, under these bylaws, ought to be transacted at an annual general meeting, or business which is brought under consideration by the report of the Directors issued with the notice convening the meeting.

25.1
No business, other than the election of a chair and the adjournment or termination of the meeting, shall be conducted at a general meeting at a time when a quorum is not present.

25.2
If at any time during a general meeting there ceases to be a quorum present, business then in progress shall be suspended until there is a quorum present or until the meeting is adjourned or terminated.

25.3
A quorum is attendance of the lessor of ten percent or 20 of the full members of the Society.

26.
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 full members, shall be terminated; but in any other case, it shall 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 full members present constitute a quorum.

27.
Subject to bylaw 28, the president of the Society, or in their absence, one of the other Directors present, shall preside as chair of the meeting.

28.
If at a general meeting:

  1. there is no president or other Director present within 15 minutes after the time appointed for holding the meeting; or
  2. the president and all the other Directors present are unwilling to act as chair;
    the full members present shall choose one of their number to be chair.

29.
In case of an equality of votes the chair shall not have a casting or second vote in addition to the vote to which they are entitled to as a full member and the resolution shall not pass.

30.1
A full member in good standing present at a meeting of members is entitled to one vote.

30.2
For all business except elections, voting shall be by a show of hands unless deemed otherwise by the chair.

30.3
For elections, voting shall be by secret ballot which are to be distributed and collected by an electoral officer chosen by the chair.

30.4
The electoral officer shall be additionally responsible for the counting of votes and the announcement of results.

30.5
Voting by proxy is not permitted.

30.6
Votes in the affirmative by Ordinary Resolution, shall be sufficient to carry all Society resolutions at general meetings.

30.7
Notwithstanding bylaw 30.6, any changes to the Society’s constitution or bylaws shall be made by Special Resolution of the full members of the Society at a general meeting.

30.8
For all elected director positions, excepting the position of president, the candidate with the plurality of all votes cast shall be considered the victor.

30.9
For the position of president, votes cast by a simple majority of full members present and voting shall be required for victory.

30.10
Should none of the candidates for president receive a majority of votes cast, a run-off election shall be immediately held between the two candidates receiving the most votes in the first round.

Part 5 – Directors and the Steering Committee

31.1
The Steering Committee may exercise all the powers and do all the acts and things that the Society 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 Society in a general meeting, but subject, nevertheless, to:

  1. all laws affecting the Society;
  2. these bylaws; and
  3. rules, not being inconsistent with these bylaws.

31.2
The Steering Committee is authorised to enact or change such rules by resolution, not being inconsistent with these bylaws, as it deems necessary to facilitate the functioning of the Society, subject to ratification by the full members of the Society at the next general meeting.

31.3
The Steering Committee shall obtain the consent of any regional representative whose region would be directly affected, before enacting or changing any rules.

31.4
No rule, made by voting Directors at a Steering Committee meeting, invalidates a prior act of the Directors that would have been valid if that rule had not been made.

32.
The constitution, bylaws, and rules of the Society shall be interpreted by the Steering Committee in accordance with the purposes of the Society, but subject, nevertheless, to all laws affecting the Society.

33.
In the event that a circumstance arises that is not adequately covered by the constitution, bylaws, or rules of the Society, the Steering Committee bears the responsibility of formulating appropriate action, bearing in mind the purposes of the Society.

34.1
The president, past-president, programme coordinator, secretary, treasurer, newsletter editor, membership director, two directors-at-large, and possibly one or more associate directors shall be the Directors and constitute the Steering Committee of the Society.

34.2
The number of voting Directors shall be five or a greater number determined from time to time at a general meeting.

34.3
Associate Directors, as distinct from all other Directors, shall:

  1. include, but not be limited to, associate members and regional representatives;
  2. be appointed by voting Directors on a discretionary basis; and
  3. hold office on a non-voting basis.

35.1
Elected Directors shall retire from office at each annual general meeting when their successors shall be elected.

35.2
Associate Directors shall retire from office at each general meeting when at the discretion of the newly elected Steering Committee, they may be appointed for another year.

35.3
The past-president shall hold office until a new president is elected or they otherwise cease to hold office.

35.4
The office of past-president shall:

  1. automatically pass to the outgoing president at an annual general meeting; and
  2. enjoy the same voting and appointment privileges as elected directors.

35.5
Separate elections shall be held for each elected office to be filled.

35.6
Full members may nominate themselves for elected director positions.

35.7
All Members may nominate full members for elected director positions.

35.8
Nominations in absentia shall be permitted provided that written consent from the nominee is clearly given.

35.9
An election may be by acclamation, otherwise it shall be by secret ballot.

35.10
If no successor is elected the person previously elected or specially appointed continues to hold office.

36.1
The voting Directors may at any time and from time to time specially appoint a full member as a Director to fill a vacancy in the Steering Committee.

36.2
Where a Steering Committee vacancy is filled by special appointment, it is acceptable for a voting Director to hold two offices simultaneously, although that Director will continue to have only one vote during Steering Committee meetings.

36.3
A Director specially appointed holds office only until the conclusion of the next following annual general meeting of the Society, but is eligible for re- election at the meeting.

37.1
If an elected Director resigns their office or otherwise ceases to hold office, the remaining voting Directors shall specially appoint a full member to take the place of the former elected Director.

37.2
If the past-president resigns their office or otherwise ceases to hold office, that office shall remain unfilled until the time of another outgoing president.

37.3
If an associate Director resigns their office or otherwise ceases to hold office, that office shall be filled or remain empty at the discretion of the voting Directors.

37.4
No act or proceeding of the Directors is invalid only by reason of their being less than the prescribed number of Directors in office.

38.
A Director shall cease to hold office in the event:

  1. they resign;
  2. they become lunatic or of unsound mind;
  3. on their death;
  4. on having been a Member not in good standing for three consecutive months;
  5. they are suspended or expelled pursuant to bylaw 14;
  6. they move outside of the jurisdictions of both British Columbia and the Yukon Territory; or
  7. where they are removed from office by Special Resolution at a
    general meeting.

39.
The Steering Committee has the discretionary right to remove from the Steering Committee by resolution:

  1. associate Directors; and
  2. voting Directors, where they are consecutively absent from three Steering Committee meetings.

40.
A voting Director shall not hold the same office for more than four consecutive years.

41.
No Director shall be remunerated for being or acting as a Director but, a Director shall be reimbursed for all expenses necessary and reasonably incurred by them while engaged in the affairs of the Society.

Part 6 – Steering Committee Meetings

42.1
The Steering Committee may meet together at the places and times they think fit to dispatch business and adjourn as they see fit in accordance with Robert’s Rules of Meetings.

42.2
Clear verbal notice of Steering Committee meetings shall be deemed sufficient.

42.3
The Steering Committee may from time to time fix the quorum necessary to transact business, and unless so fixed the quorum shall be a majority of voting Directors then in office.

42.4
The president shall be the chair of all Steering Committee meetings, but if at a meeting the president is not present within 30 minutes after the time appointed for holding the meeting, the Directors present may choose one of their number to be chair at that meeting.

43.1
The Steering Committee may from time to time delegate any, but not all, of their powers to sub-committees consisting of at least one Director and Members as they think fit.

43.2
The Steering Committee shall appoint a Director to be responsible for each sub-committee.

43.3
A sub-committee so formed in the exercise of the powers so delegated shall conform to any rules imposed on it by the Steering Committee, and shall report every act or thing done in exercise of those powers at the earliest Steering Committee meeting to be held next after it is done.

43.4
The appointed responsible Director of a sub-committee shall be the chair of all sub-committee meetings, but if at a meeting the chair is not present within 30 minutes after the time appointed for holding the meeting, the Members present who are members of the sub-committee shall choose one of their number to be chair of the meeting.

43.5
The members of a sub-committee may meet and adjourn as they think proper.

44.1
Questions arising at a Steering Committee meeting, shall be decided by resolution unless otherwise indicated in these bylaws.

44.2
In the case of an equality of votes the chair does not have a second or casting vote.

44.3
Voting on business shall be conducted by a show of hands unless deemed otherwise by the chair.

Part 7 – Duties of the Directors

45.
The president shall be:

  1. the presiding chair at all meetings of the Society and the Directors;
  2. the chief executive officer of the Society responsible for supervising the other officers in the execution of their duties;
  3. responsible for representing the Society to all other individuals, organisations and corporations, including the Japanese Consulate in Vancouver, CLAIR and all other chapters of the JET Alumni Association; and
  4. responsible, together with the treasurer, for the operation of all bank accounts of the Society including, but not limited to, the issuance of all cheques, payment orders, drafts and investments of surplus funds, all in accordance with the general knowledge of and consent of the Steering Committee.

46.
The past-president shall advise and assist the president and Steering Committee in the fulfilment of their duties.

47.
The secretary shall:

  1. conduct the correspondence of the Society;
  2. keep minutes of all meetings of the Society and Directors, excepting those of sub-committees where minutes are taken;
  3. have custody of all records and documents of the Society except those required to be kept by the treasurer and membership director; and
  4. maintain the register of directors.

48.
The treasurer shall:

  1. keep accurate and detailed financial records, including books of account, necessary to comply with the Society Act;
  2. render financial statements to the Directors, Members and others when required;
  3. be responsible, together with the president, for the operation of all bank accounts of the Society including, but not limited to, the issuance of all cheques, payment orders, drafts and investments of surplus funds, all in accordance with the general knowledge and consent of the Steering Committee.

49.
The programme coordinator shall be responsible for the planning, organisation, and execution of all Society functions and events, including but not limited to shinnenkai, pre-departure orientation, re-orientation and sports and recreation events.

50.
The newsletter editor shall be responsible for the compilation, editing, production, and distribution of the Society newsletter in a timely and regular manner.

51.
The membership director shall be responsible for maintaining the register of members.

52.
The directors-at-large and associate Directors shall be responsible for assisting the other Directors in the execution of their duties; especially the programme coordinator and newsletter editor.

53.
In the absence of the secretary from a meeting, the Directors shall appoint another person to act as secretary at that meeting.

Part 8 – Borrowing

54.
The Society shall not exercise borrowing powers.

Part 9 – Auditor

55.
This part applies only where the Society is required or has resolved to have an auditor.

56.
The first auditor shall be appointed by the voting Directors who shall also fill all vacancies occurring in the office of the auditor.

57.
At each annual general meeting, the Society shall appoint an auditor to hold office until they are re-elected or their successor is elected at the next annual general meeting.

58.
An auditor may be removed by Ordinary Resolution.

59.
An auditor shall be promptly informed in writing of appointment or removal.

60.
No Director and no employee of the Society shall be auditor.

61.
The auditor may attend general meetings.

Part 10 – Notices to Members

62.
A notice may be given to a Member, either personally, by facsimile, or by post mail to them at their Registered Address.

63.1
A notice sent by post mail shall be deemed to have been given on the second day following that on which the notice is posted, and in proving that notice has been given it is sufficient to prove the notice was properly addressed and put in a Canadian post office receptacle.

63.2
A notice sent by facsimile shall be deemed to have been given at the time notice is posted.

64.1
Notice of a general meeting shall be given to:

  1. every Member shown on the register of members at least 14 days prior to the date which the general meeting is to be held; and
  2. the auditor, if Part 9 applies.

64.2
No other person is entitled to receive a notice of a general meeting.

Part 11 – Bylaws

65.
On being admitted to membership, each Member is entitled to and upon request the Society shall give them, without charge, a copy of the constitution and bylaws of the Society.

66.
These bylaws shall not be altered or added to except by Special Resolution at a general meeting.

Dated at Vancouver, British Columbia, this 4th day of June, 1998.