We welcome new members to GUE-BC. As an official GUE affiliate, all members of GUE-BC must hold a GUE membership of at least the "electronic" membership level. If you wish to participate in our ongoing projects, you will require GUE training to the level of the your participation however, if you wish only to be a supporting member of GUE-BC, you need only be a registered GUE member.
GLOBAL UNDERWATER EXPLORERS - BRITISH COLUMBIA (GUE-BC) ASSOCIATION BYLAWS
Members. The members of the Society shall be the following persons
Holds Active membership in Global Underwater Explorers (GUE)
Holds valid certification within Global Underwater Explorers (GUE)
Is a resident of British Columbia
Has paid any required membership fees
Such other persons who from time to time apply to the Directors for membership in the Society
and who are approved by the Directors and the members described in paragraphs 1.1.1 through 1.1.4 for membership.
1.2 Standing and Expulsion of Members. The standing of members of the Society and the circumstances under which they can be expelled from the Society shall be determined as follows:
1.2.1 All persons who are members of the Society by virtue of Sections 1.1.1 to 1.1.4 of these Bylaws shall be deemed to be always in good standing and none of these persons shall be expelled from the Society for any reason.
1.2.2 A person who is a member of the Society by virtue of these Bylaws:
(a) ceases to be a member of the Society:
(i) by delivering his or her resignation in writing to the secretary of the Society;
(ii) if the person is an individual, on his or her death;
(iii) if the person is a corporation on its dissolution or winding-up;
(iv) if such person institutes or has instituted against it any proceeding seeking: (A) to adjudicate it bankrupt or insolvent, (B) liquidation, winding-up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency, reorganization or relief of debtors including any plan of compromise or arrangement or other corporate proceeding involving or affecting its creditors, or (C) the appointment of a receiver, receiver manager, trustee, custodian or other similar official for it or for any substantial part of its properties and assets; or
(v) on having not been a member in good standing for twelve consecutive months;
(b) may be expelled by a special resolution of the members passed at a general meeting; and
(c) ceases to be in good standing if such person fails to pay any fees or any debt due and owing to the Society.
2.1 The Board of Directors of GLOBAL UNDERWATER EXPLORERS - BRITISH COLUMBIA (GUE-BC) ASSOCIATION will consist of not less than three (3) members. All Directors elected must be a resident of British Columbia and citizen of Canada.
2.1.2 Directors shall be elected at the Annual General Meeting and will serve for a term of two (2) years.
2.1.3 Each Director shall have one vote. Vote may be placed in person or electronically, if not physically present but participating remotely.
2.1.4 In the event of voting deadlock among the Board of Directors, the President’s vote shall break the deadlock. In the event of deadlock on a general membership voting measure, a vote by the Board of Director(s) on the measure shall resolve the deadlock.
2.1.5 With the exception of amendments to the Bylaws, the Board of Directors may take any authorized action without a Regular or Special meeting provided there is discussion that is put into the organizational records/minutes by the Secretary and the vote in favour of the action is unanimous by all current Board of Directors.
2.1.6 Vacancies in the Board of Directors shall be filled by a vote of the majority of the remaining members of the Board of Directors until the next Annual General Meeting of the Membership.
2.1.7 When he/she falls out of good standing with GLOBAL UNDERWATER EXPLORERS - BRITISH COLUMBIA (GUE-BC) ASSOCIATION or when sufficient cause exists for such removal, a Director may be removed by quorum at any Regular or Special meeting of the Board of Directors.
ARTICLE 3– OFFICERS AND BOARD
3 The initial Directors of GLOBAL UNDERWATER EXPLORERS - BRITISH COLUMBIA (GUE-BC) ASSOCIATION shall be as follows:
(a) Greg Nuttall
(b) Liz Tribe
(c) Jim Dixon
(d) Guy Shockey
(e) Anton North
(f) John Campbell
The initial Officers of GLOBAL UNDERWATER EXPLORERS - BRITISH COLUMBIA (GUE-BC) ASSOCIATION shall be as follows:
(a) President: Liz Tribe
(b) Vice President: Greg Nuttal
(c) Secretary/Treasurer: John Campbell
3.1 The President shall preside at all Membership meetings, will chair the Board of Directors meetings. S/he shall present at each Annual General Meeting of GLOBAL UNDERWATER EXPLORERS - BRITISH COLUMBIA (GUE-BC) ASSOCIATION an annual report outlining the work of the organization. The President will be responsible to ensure that the board and membership work with the Constitution and Bylaws of this society.
3.1.2 In the event that the President is not present and/or unable to fill his/her duties, The Vice President(s) shall exercise the President's role and become acting President or co-acting Presidents with all the rights, privileges and powers as if s/he or they had been the duly elected President.
3.1.3 The Secretary/treasurer shall keep the minutes, records and financial books of the organization, file any certificate or form required by any statute, federal or state. S/he will inform members of this organization of meetings and other actions. S/he will be the official custodian of the records. S/he will present to the Membership at any meeting any communication addressed to the Secretary of the organization. S/he will submit to the Board of Directors any communications which shall be addressed to the Secretary of the organization. S/he will attend to all correspondence of the organization and shall exercise all duties incident to the office of Secretary. S/he will make the financial books and records available to the trustees for the purpose of auditing.
3.2 Term of Office. Each Director shall hold office for a term of two years from the date of his or her election.
3.3 Vacancy. The office of a Director shall be automatically vacated:
3.3.1 Resignation if she/he resigns her/his office by delivering a written resignation to the President or the Secretary of the Society;
3.3.2 if she or he is found by a court of competent jurisdiction to be of unsound mind;
3.3.3 if she or he becomes bankrupt or is unable to pay her or his debts as they become due;
3.3.4 if she or he is a lawyer or notary and it is determined that she or he committed professional misconduct or conduct unbecoming;
3.3.5 if, at a meeting of the members, a resolution is passed that she or he be removed from the office of Director; or
3.3.6 on death;
If any vacancy shall occur for any reason contained in this section, the Board of Directors may nominate a replacement Director. If a vacancy occurs as a result of any of the foregoing reasons and is not filled, the Directors remaining in office may exercise all of the powers of the Board of Directors provided that there are at least four Directors appointed or remaining in office as the case may be.
3.3.7 Resignation. A retiring Director whose written resignation pursuant to subsection 2.4.1 stipulates that it is not to take effect until a certain date or meeting of the Board of Directors shall remain in office until such date or the date of the dissolution or adjournment of the meeting at which her or his resignation is to be effective, as applicable.
3.4 Remuneration. The Directors shall serve without remuneration and no Director shall directly or indirectly receive any profit from her or his position as a Director, provided that a Director may be paid reasonable expenses incurred by her or him in the performance of her or his duties. Nothing contained herein shall be construed to preclude any Director from serving the Society as an Officer or in any other capacity and receiving compensation therefore.
Article 4- Directors Meetings
4.1 Directors’ meetings may be held at such times and at such places as the Board of Directors from time to time may determine.
4.1.1 The Board of Directors shall hold at least two (2), Board of Director Meetings, per calendar year.
4.1.2 The Directors shall determine their own procedure and a quorum of the Board of Directors but will not be less than 3 of the Directors.
4.1.3 A Director may, if all the other Directors present consent, participate in a meeting of Directors or of a Committee of Directors by means of such telephone or other communications facilities as to permit full participation. All persons participating in such a meeting by such means shall be deemed to be present at that meeting.
4.1.4 A resolution in writing signed by all the Directors personally shall be valid and effectual as if it had been passed at a meeting of Directors duly called and constituted.
ARTICLE 5-POWERS OF BOARD OF DIRECTORS
5.1 Management. The management and administration of the affairs of the Society shall be vested in the Board of Directors. In addition to the powers and authority given by these Bylaws or otherwise expressly conferred upon them, the Board of Directors may exercise all such powers of the Society and do all such acts on its behalf as are not by the Society Act or the Constitution of the Society or any of these Bylaws required to be exercised or done by the Society at a general or special meeting, and the Directors shall have full power to make such rules and regulations as they deem necessary, provided that such rules and regulations are not inconsistent with the Constitution of the Society and these Bylaws.
5.2 Reporting. The Board of Directors shall report to the members on the business of the Society on an annual basis, or at such other intervals as may be determined by the members from time to time. Such reports shall detail the activities of Society during the reporting period in question and such other matters as the members may from time to time request.
5.3 Employees. Subject to the provisions of these Bylaws, the Board of Directors may appoint such agents and hire such employees as it shall deem necessary from time to time and such persons shall have such authority and shall perform such duties as determined by the Board of Directors. In addition, the Board of Directors may, subject to the terms of this Bylaw, delegate by resolution to an officer or officers the right to hire and pay salaries to employees of the Society.
5.4 Remuneration. Subject to the provisions of these Bylaws, the Board of Directors may fix a reasonable remuneration for all of the officers, agents, employees and committee members.
5.5 Borrowing. Subject to the provisions of the Act and these Bylaws, the Board of Directors may from time to time:
5.5.1 borrow money upon the credit of the Society;
5.5.2 limit or increase the amount to be borrowed;
5.5.3 issue debentures or other securities of the Society;
5.5.4 pledge or sell such debentures or other securities of the Society;
5.5.5 pledge or sell such debentures or other securities for such sums and at such prices as may be deemed expedient; and
5.5.6 secure any such debentures, or other securities, or any other present or future borrowing or liability of the Society, by mortgage, hypothec, charge or pledge of all or any part of any presently owned or subsequently acquired real and personal, property of the Society, and the undertaking and the rights of the Society.
The Board of Directors may delegate such powers to the officers or Directors to such extent and in such manner as the Board of Directors may, by resolution, determine. Nothing herein limits or restricts the borrowing of money by the Society on bills or promissory notes made, drawn, accepted or endorsed by or on behalf of the Society.
5.6.1 All cheques, bills of exchange or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Society, shall be signed by such officer or officers, agent or agents, of the Society in such manner as shall from time to time be determined by resolution of the Board of Directors and any one of such officers or agents may alone endorse notes and drafts for collection on account of the Society through its bankers, and endorse notes and cheques for deposit with the Society’s bankers for the credit of the Society or the name may be endorsed “for collection” or “for deposit” with the bankers of the Society by using the Society’s rubber stamp for that purpose. Any one of such officers or agents so appointed may arrange, settle, balance and certify all books and accounts between the Society and the Society’s bankers and may receive all paid cheques and vouchers and sign all the bank’s forms or settlement of balances or release and verification slips.
5.6.2 The securities of the Society shall be deposited for safekeeping with one or more bankers, trust companies or other financial institutions to be selected by the Board of Directors. Any and all securities so deposited may be withdrawn, from time to time, only upon the written order of the Society signed by such officer or officers, agent or agents of the Society and in such manner as shall from time to time be determined by resolution of the Board of Directors and such authority may be general or confined to specific instances.
5.7 Liability. Except as provided in Section 24(8) of the Society Act, no member or Director of the Society shall in his individual capability be liable for any debts or liabilities of the Society.
5.8 Property of Society. The Directors shall administer the funds and property of the Society and shall have the sole authority to invest, call in as occasion requires and reinvest such monies as may be in the account of the Society from time to time and to make such investments in such securities as they think fit, notwithstanding that such securities may not be securities in which trustees are by the laws of the Province of British Columbia permitted to invest trust funds.
6.1 Officers. The officers of the Society shall be a President, a Vice President, a Recording Secretary/Treasurer. The officers shall be chosen in a manner determined by the Board of Directors from among the members of the Board of Directors. Subject to paragraph 4.2, the Board of Directors shall determine the duties and tenure of the officers.
6.2 Duties of Officers. The Officers of the Society shall have the following duties and such further duties as may be assigned to them by the Board of Directors.
62.1 The President shall preside over all meetings of the Board of Directors and ensure that the Constitution and By-laws are adhered to.
6.2.2 The Vice President shall assist the President when requested and in the case when the President is absent shall assume the responsibilities of the President.
6.2.3 The Secretary shall record the minutes of all meetings of the Board of Directors.
6.2.4 The Treasurer shall be responsible for the keeping of the Society’s financial accounts.
ARTICLE 7 – Trustees
7.1 2 Trustees will be elected by the members at the an annual membership meeting and will serve a 2 year term.
*At the first annual membership meeting one trustee will be elected to a 1 year term and the other will be elected to a 2 year term. Thereafter at each annual membership meeting there will be an election for one trustee to a 2 year term
7.2 Trustees will be responsible to audit the financial books of the society at least once per year or more frequently if requested by the directors.
ARTICLE 7 – Committees
7.1 All committees of this organization will be appointed by the Board of Directors and their term of office will be for a period of one (1) year or less if sooner terminated by the action of the Board of Directors.
7.2 The permanent committees will be determined by the Board of Directors.
ARTICLE 8-MEETINGS OF THE SOCIETY
8.1 GLOBAL UNDERWATER EXPLORERS - BRITISH COLUMBIA (GUE-BC) ASSOCIATION shall hold annual membership meetings (“Annual General Meetings”). The Secretary shall send written notification of the Annual General Meeting to all members in good standing. Additional meetings of GLOBAL UNDERWATER EXPLORERS - BRITISH COLUMBIA (GUE-BC) ASSOCIATION shall be held at the discretion of the Board of Directors and/or as requested by the Membership.
8.1.2 "Notice" must be provided in writing to all Members in good standing not less than ten (10) days prior to the scheduled Annual General Meeting and/or Special Meeting and must include the date, time and location of the meeting in a format consistent to the example appended hereto as Appendix “A”.
8.1.3 An attendance of not less than thirty percent (30%) is required to meet quorum for the Annual General Meeting and any additional GLOBAL UNDERWATER EXPLORERS - BRITISH COLUMBIA (GUE-BC) ASSOCIATION meetings. In the event, less than thirty percent (30%) of the Members are in attendance the meeting will continue unless the question of quorum is raised, if the question of quorum is raised the meeting may be adjourned for up to four (4) weeks from the date of the adjourned meeting. Accordingly, the Secretary must send written notification Notice of the adjourned meeting to all Members in good standing.
An attendance of the majority of the directors at a minimum is required to meet quorum for the Annual General Meeting and any additional GLOBAL UNDERWATER EXPLORERS - BRITISH COLUMBIA (GUE-BC) ASSOCIATION meetings. In the event, less than quorum are in attendance, the meeting may be adjourned for up to four (4) weeks from the date of the adjourned meeting. Accordingly, the Secretary must send written notification of the adjourned meeting to all Members in good standing.
8.2 “Special Meetings” may be called by the President. The Secretary must provide Notice to all Members. The Notice must include the purpose(s) of the meeting, the business to be transacted and by whom it was requested. At the written request of fifty (50%) percent of the Board of Directors or twenty-five (25%) percent of the Members of GLOBAL UNDERWATER EXPLORERS - BRITISH COLUMBIA (GUE-BC) ASSOCIATION, the President must call a Special Meeting and schedule it with at least ten (10) days notice to the Membership. No other business other than that specified in the notice may be transacted at a Special Meeting.
8.3 Meetings may be held either in person or electronically. Members may be in attendance in person or, if not practicable, by other real time means.
ARTICLE 9– VOTING
9.1 At any regular or Special Meeting, if a majority is so required, any question may be voted upon which allows each person to have their vote counted and be carried by a simple majority
9.2 Election of Director and Trustees will be conducted by secret ballot and allow members an opportunity to cast and have their ballot counted.
ARTICLE 10 – STANDARD ORDER OF BUSINESS
10.1 The Standard Order of Business shall be as follows and may be modified at the discretion of the Board of Directors:
2. Acceptance of the Minutes from the Previous Meeting
3. Committee Reports /Project Reports
4. Reports of Officers
5. Old and Unfinished Business
6. New Business
ARTICLE 11-AUDITS OF THE ACCOUNTS OF THE SOCIETY
11.1 Audits. The accounts of the Society shall be audited by trustees of the society, at a minimum of once every year, before the annual general meeting.
11.2 Financial Statements. Trustees elected will audit the accounts of the Society shall also prepare financial statements showing the income and expenditures, assets and liabilities of the Society during the preceding fiscal year and such financial statements shall be signed by the Trustees.
11.3 Fiscal Year. The fiscal year of the Society shall be the calendar year.
ARTICLE12-MAINTENANCE OF MINUTES AND OTHER BOOKS AND RECORDS
12.1 The Board of Directors shall cause the minutes of members’ meetings and minutes of Directors’ meetings and all other necessary books and records of the Society required by the Bylaws of the Society or by any applicable statute or law to be regularly and properly kept. Such minutes, books and records shall be held in the custody of the Chief Executive Officer of the Society or as otherwise directed by the Board of Directors.
ARTICLE 13-INSPECTION OF RECORDS OF THE SOCIETY
13.1 The books and records of the Society shall be open to inspection by members at all reasonable times at the head office of the Society.
ARTICLE 14– AMENDMENT OF BYLAWS
14.1 These Bylaws may be amended by a majority vote of the Board of Directors, provided prior notice is given of the proposed amendment in the notice of the meeting at which such action is taken.
ARTICLE 15– VALIDITY & CONFLICT
15.1 If any provision of these Bylaws be held void, then such provision shall be deemed severable, and invalidity thereof shall not affect the remaining provisions of these Bylaws.
15.2 Where any provision or provisions of these Bylaws conflict with any provision or provisions of GUE’s Bylaws, GUE’s Bylaws shall prevail.
ARTICLE 16 - ENACTMENT
16.1 These Bylaws shall come into force and effect on and from the 18th of January, 2017.
GLOBAL UNDERWATER EXPLORERS - BRITISH COLUMBIA (GUE-BC) ASSOCIATION
C O N S T I T U T I O N
1. The name of the Society is GLOBAL UNDERWATER EXPLORERS - BRITISH COLUMBIA (GUE-BC) ASSOCIATION.
2. The purposes of the Society are:
The purpose of GLOBAL UNDERWATER EXPLORERS - BRITISH COLUMBIA (GUE-BC) ASSOCIATION is to promote diving exploration, education, conservation, awareness
and community outreach in conjunction with Global Underwater Explorers (“GUE”) and its
commitment to safely explore and protect the underwater world and to improve the quality of
education and research in all things aquatic.
In keeping with the overall vision of GUE, GLOBAL UNDERWATER EXPLORERS - BRITISH COLUMBIA (GUE-BC) ASSOCIATION mission and mission statement is four-fold and as follows:
(a) To explore the natural and man-made features of British Columbia waters, particularly with a view to raise public consciousness of the existence and need for protection and preservation of our waters and the inhabitants thereof;
(b) To coordinate and facilitate access to high quality diver education, thereby enhancing diver safety and minimizing the impact of divers on the underwater environment(s);
(c) To undertake documentation and other research activities related to those underwater resources, and to make such data publicly available for environmental monitoring, research, and public policy decisions; and
(d) To conduct outreach activities to share the information gathered with the general public and help increase awareness of what exists beneath British Columbia waters.
3. The Society shall be carried on without purpose of gain for its members, and any profits or other accretions to the Society shall be used for promoting its objects.
4. This society is a member-funded society. It is funded primarily by its members to carry on activities for the benefit of its members. On its liquidation or dissolution, this society may distribute its money and other property to its members.