Bylaws of Croatian Cultural Society of Victoria (CCSV)

Bylaws last updated: October 18, 2020
Based on Model Bylaws (Societies Regulation 2015, Schedule 1)

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 Society;

“Bylaws” means these Bylaws as altered from time to time;

“Annual” means each year and coincides with the Society’s fiscal year end which is September 30.

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, then the Act or the regulations prevail.

Part 2 – Members

Definition

2.1 A member is anyone who meets one or more of the following criteria:

(a) supports the Society through volunteering;

(b) contributes to the Society monetarily;

(d) is of Croatian heritage and resides in the Greater Victoria region;

(e) is related (for example, through marriage) to someone of Croatian heritage and resides in the Greater Victoria region.

Duties of members

2.2 Every member must uphold the constitution of the Society and must comply with these Bylaws.

Membership dues

2.3 The amount of the annual membership dues, if any, must be determined by the Board.

Member not in good standing

2.4 A member is not in good standing if:

(a) the member fails to pay the member’s annual membership dues, if any;

(b) the member contravenes the Bylaws of the Society.

Member not in good standing may not vote

2.5 A voting 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

2.6 A person’s membership in the Society is terminated if the person is not in good standing for six (6) consecutive months.

Part 3 – General Meetings of Society

Time and place of general meeting

3.1 A general meeting must be held at the time and place the Board determines each year in October.

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 Society presented to the meeting;

(d) election 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 individual is entitled to preside as the chair of a general meeting:

(a) the individual, if any, appointed by the Board to preside as the chair;

(b) if the Board has not appointed an individual to preside as the chair or the individual appointed by the Board is unable to preside as the chair,

(i) the president,

(ii) the vice-president, if the president is unable to preside as the chair, or

(iii) one of the other directors present at the meeting, if both the president and vice-president are unable to preside as the chair.

Alternate chair of general meeting

3.5 If there is no individual entitled under these Bylaws who 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.

Quorum required

3.6 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

3.7 The quorum for the transaction of business at a general meeting is ten (10) voting members or ten percent (10%) of the voting members, whichever is greater.

Lack of quorum at commencement of meeting

3.8 If, within 15 minutes from the time set for holding a general meeting, a quorum of voting members is not present,

(a) in the case of a meeting convened on the requisition of members, the meeting is terminated, and

(b) in any other case, the meeting stands adjourned to the same day in the next week, at the same time and place, and if, at the continuation of the adjourned meeting, a quorum is not present within 15 minutes from the time set for holding the continuation of the adjourned meeting, the voting members who are present constitute a quorum for that meeting.

If quorum ceases to be present

3.9 If, at any time during a general meeting, there ceases to be a quorum of voting members present,

(a) business requiring decision making must be suspended until there is a quorum present or until the meeting is adjourned or terminated;

(b) voting members present at the general meeting have the right to continue business discussions to share information to complete currently ongoing or open tasks.

Adjournments by chair

3.10 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

3.11 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

3.12 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;

(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 Society 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 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) terminate the meeting.

Methods of voting

3.13 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, two (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

3.14 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

3.15 Voting by proxy is permitted in special cases where members are not able to attend the general meeting.

Matters decided at general meeting by ordinary resolution

3.16 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 – Directors

Number of directors on Board

4.1 The Society must have no fewer than four (4) and no more than fifteen (15) directors.

Term of office

4.2 Directors will serve a term of two (2) years from the date of their election and they will be considered to have served a full two (2) years after the passage of two (2) annual general meetings.

4.3 Upon expiration of two terms of two (2) years each, the director may no longer serve in their role; however, they are eligible to serve in a different director role on the Board. Refer also to “Total tenure” paragraphs 4.5 and 4.6.

Commencement of office

4.4 Directors will take office immediately following the close of the annual general meeting at which they were elected.

Total tenure

4.5 No director will serve more than two (2) consecutive two-year terms and fulfilling an incomplete term is not considered part of the term limit.

4.6 Upon expiration of two (2) consecutive two-year terms and if there is no new director to fill the role, the current director may continue in their role until a new director is voted into the role.

Staggering terms

4.7 Directors will serve staggered terms to balance continuity with new perspective.

Directors may fill casual vacancy on Board

4.8 The Board may, at any time, appoint a member as a director to fill a vacancy that arises on the Board because of the resignation, death or incapacity of a director during the director’s term of office.

Term of appointment of director filling casual vacancy

4.9 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 5 – Elections

Nominating committee

5.1 The nominating committee will consist of three (3) members:

(a) the immediate past president as chairperson;

(b) two members nominated by the Board.

Duties of nominating committee

5.2 In September each year (one month before the annual general meeting), the nominating committee will poll the membership and recruit qualified candidates for Board positions that are being vacated and:

(a) compile a slate of candidates for each Board position and present the list to the Board;

(b) treat as confidential all discussions relating to potential nominees – committee members are prohibited from disclosing potential and final nominees to the membership;

(d) work with the secretary to call and arrange the annual general meeting;

(e) use parliamentary voting procedures at the annual general meeting.

Candidate recruitment and selection

5.3 Candidate solicitation will begin with a Call for Nominations in September each year to recruit for vacancies on the Board and:

(a) the nominating committee will actively recruit candidates for one month from the time the Call for Nominations is published;

(b) two weeks before the Call for Nominations closes, a reminder will be sent out to all members;

(c) the committee will review and discuss potential nominees for each office before presenting the slate to the current Board.

Criteria for candidates

5.4 The nominating committee members will consider the following when preparing the slate of candidates for the Board of directors:

(a) members in good standing;

(b) diversity;

Candidate for president elect

5.5 The candidate for president elect must have previously served on the Board of Directors.

Nominating committee members not eligible to be on ballot

5.6 Members of the nominating committee may not be considered as potential nominees for an office during their tenure.

Ballots at annual general meeting

5.7 A ballot containing the slate of candidates will be presented to all eligible members at the annual general meeting.

Voting members

5.8 A voting member is any member of the Society, as defined in Part 2 of these Bylaws and is in good standing. Voting members also meet these criteria:

(a) anyone over the age of 18 years may be a voting member upon payment of an annual membership fee, if applicable, to qualify them as members in good standing;

(b) voting members are individuals, not families;

Non-voting members

5.9 Non-voting members:

(a) are those that participate solely in paid activities that are offered by the Society such as paying for and attending language classes, folklore classes, cooking classes, etc., and have no other interest in the Society;

(b) may become voting members if they meet the criteria of “member” as defined in Part 2 of these Bylaws.

Early voting

5.10 For members that are unable to attend the annual general meeting, every effort will be made to arrange for early voting.

Majority vote

5.11 Candidates will be elected by majority vote.

Election results

5.12 The nominating committee chair will notify the Board of the election results and the current Board president will notify members of the election results.

Retention of ballots

5.13 The ballots will be retained by the nominating committee chair for a period of six (6) months and then destroyed.

Part 6 – Directors’ Meetings

Calling directors’ meeting

6.1 A directors meeting may be called by the president or by any two (2) other directors.

6.2 Directors meetings will typically be held monthly at a time and place agreed to by the Board.

6.3 Directors meetings will be held each month starting in September and ending in June. There are no regularly scheduled meetings in July or August.

Notice of directors’ meeting

6.4 At least two (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

6.5 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

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

Quorum of directors

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

6.8 If there is no quorum, the meeting chair will use their discretion to conduct normal business that does not involve decision-making requiring a quorum.

Action of directors

6.9 Any action required by the Board may be taken without a meeting, if all directors receive notice of said proposed action in writing or by electronic transmission, and a majority of the directors provide consent in writing or by electronic transmission.

Recording of actions

6.10 Responses to information relating to actions taken without a meeting will constitute a waiver of meeting notice requirements and the responses will be filed with the minutes of the proceedings of the next meeting where this action will be noted.

Part 7 – Board Positions

Election to Board positions

7.1 Directors must be elected to the following Board positions, and a director, other than the president, may hold more than one position:

(a) president;

(b) vice-president;

(d) treasurer.

Directors at large

7.2 Directors at large are elected or appointed and include the following positions:

(a) communications;

(b) folklore;

(d) sports;

(e) women’s association;

(f) fundraising and events;

(g) cultural heritage; and

(h) other positions that the Society may deem necessary from time-to-time.

Role of president

7.3 The president is the chair of the Board and is responsible for supervising the other directors in the execution of their duties including the following:

(a) presiding over all meetings of the Board;

(b) reviewing, and approving expenditure requests, as appropriate;

(d) acting as the Society’s office representative and spokesperson.

Role of vice-president

7.4 The vice-president is the vice-chair of the Board and is responsible for:

(a) carrying out the duties of the president if the president is unable to act;

(b) managing all operations of the Society that are outside the purview of the other positions on the Board.

Role of secretary

7.5 The secretary is responsible for doing, or making the necessary arrangements for the following:

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

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

(d) conducting the correspondence of the Board;

(e) verifying member eligibility and maintaining membership lists;

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

Absence of secretary from meeting

7.6 In the absence of the secretary from a meeting, the Board must appoint another individual to act as secretary at the meeting.

Role of treasurer

7.7 The treasurer is responsible for doing, or making the necessary arrangements for the following:

(a) managing, receiving and banking monies collected from the members or other sources relating to membership fees and registration fees for activities offered by the Society;

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

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

Role of communications director

7.8 The communications director is responsible for doing, or making the necessary arrangements for the following:

(a) writing speech and press releases to promote events and other activities of the Society;

(b) determining marketing and advertising requirements for the Society;

(d) developing and communicating the Society’s annual communications strategy;

(e) collaborating with the Croatian Catholic Church to ensure that all relevant communications are posted in the church bulletin;

(f) challenging the status quo of the Society and seeking out new creative and innovative ways and opportunities for elevating the Society’s brand;

(g) identifying and promoting newsworthy stories and topics of interest to increase the Society’s popularity;

(h) building relationships with the Society’s members and those external to the Society to advance the Society’s goals and objectives;

(i) collaborating with the Society’s other directors to develop and disseminate relevant communications to aid each director’s portfolio;

(j) determining the annual budget for communications and advising the treasurer;

(k) working with the Board to ensure that adequate funds are available to support communication activities;

(l) communicating regularly with the Board about all communications issues.

Role of folklore director

7.9 The director of folklore is responsible for doing, or making the necessary arrangements for the following:

(a) hiring qualified teachers and choreographers for Croatian Folklore Group Zagreb;

(b) keeping an accurate inventory of all folklore instruments and costumes;

(c) acquiring appropriate folklore instruments and costumes for Croatian Folklore Group Zagreb, as directed by the Board;

(d) managing the lending and borrowing of folklore costumes, accessories, and musical instruments;

(e) liaising with the Croatian Canadian Folklore Federation West (CCFFW);

(f) arranging for, and acting as the Society’s representative, for all Croatian Folklore Group Zagreb performances;

(g) keeping abreast of and adopting current folklore teaching methodologies to ensure students are taught in the best possible manner;

(h) attending and representing the Society in local, regional, and international conferences and festivals as well as with similar institutions, and developing and maintaining strong relationships for future collaboration and development of Croatian folklore;

(i) working with the communications director to promote all folklore activities to the community at large;

(j) determining the annual budget for folklore and advising the treasurer;

(k) working with the Board to ensure that adequate funds are available to support folklore’s activities;

(l) communicating regularly with the Board about all folklore issues relating to Croatian Folklore Group Zagreb.

Role of language director

7.10 The director of language is responsible for doing, or making the necessary arrangements for the following:

(a) developing language curriculum and courses;

(b) approving all curriculum activities, books, and materials for the school; ensuring that teaching materials are up-to-date and reflect the learning objectives of the syllabus;

(d) working with the communications director to promote all courses;

(e) hiring and supervising Croatian language teachers at the school;

(f) initiating all formal evaluations of both students and language teachers;

(g) recommending modifications in language programs as well as new training courses, information sessions, workshops and conferences to enhance the capability of teachers and students as well as the school;

(h) advocating for teachers, students, and infrastructure resources to enhance the capability of the school;

(i) attending and representing the Society in local, regional, and international conferences as well as with similar institutions and develop and maintain strong relationships for future collaboration and development of the school;

(j) keeping abreast of and adopting current teaching methodologies to ensure students are taught in the best possible manner;

(k) determining the annual budget for the language school and advising the treasurer;

(l) working with the Board to ensure adequate funds are available to support the language school’s activities;

(m) communicating regularly with the Board about all Croatian language issues.

Role of sports director

7.11 The director of sports is responsible for doing, or making the necessary arrangements for the following:

(a) liaising with Croatian sports clubs to ensure adequate communication exists between the Society and the clubs;

(b) scheduling games and events (such as tournaments and sports viewing parties) relating to Croatian sports;

(d) recruiting others in the community to build capacity for the creation of new Croatian teams such as a soccer league;

(e) working with the communications director to promote all sports activities to the community at large;

(f) determining the annual budget for sports and advising the treasurer;

(g) working with the Board to ensure that adequate funds are available to support sport’s activities;

(h) communicating regularly with the Board about all Croatian sports issues.

Role of women’s association director

7.12 The director of the women’s association is responsible for doing, or making the necessary arrangements for the following:

(a) encouraging and advancing the interests of the Society in those activities that promote and empower Croatian women;

(b) working with the communications director to promote all women’s association activities to the community at large;

(c) working with the fundraising and events director to organize activities for Croatian women;(d) assisting with the Society’s events and fundraising, as required;

(e) determining the annual budget for the women’s association and advising the treasurer;

(f) working with the Board to ensure that adequate funds are available to support women’s association activities;

(g) communicating regularly with the Board about all women’s association issues.

Role of fundraising and events director

7.13 The director of fundraising and events is responsible for doing, or making the necessary arrangements for the following:

(a) designing programs, services, and events that benefit promotion and fundraising activities of the Society;

(b) acting as project manager for each event by directing and overseeing the planning of events for the Society;

(c) coordinating all amenities including site selection, staffing/volunteers, food, transportation, audio/visual equipment requirements, budgets, communication, and other related event requirements;

(d) liaising with external suppliers for the event;

(e) providing training/coaching for the organizing committee of the event, as required;

(f) determining the annual budget for events and advising the treasurer;

(g) working with the Board to ensure that adequate funds are available to support event activities;

(h) applying for grants and other funding for the Society;

(i) applying for and managing gaming license applications;

(u) communicating regularly with the Board about all events issues.

(k) working with the communications director to promote all activities to the community at large;

(l) determining the annual targets for fundraising and advising the treasurer;

(m) working with the Board to ensure that adequate funds are available to support fundraising activities;

(n) communicating regularly with the Board about all fundraising issues.

Role of cultural heritage director

7.14 The director of cultural heritage is responsible for doing, or making the necessary arrangements for the following:

(a) designing programs, services, and events that promote awareness of Croatian culture and its importance to the community;

(b) develop work plans for capacity building including special training courses and workshops for Croatian culture;

(d) liaising with external stakeholders to promote Croatian culture;

(e) working with the communications director to promote all Croatian cultural heritage activities to the community at large;

(f) working with the fundraising and events director to organize marketing and fundraising campaigns for cultural heritage;

(g) determining the annual targets for fundraising and advising the treasurer;

(h) working with the Board to ensure that adequate funds are available to support Croatian cultural heritage activities;

(i) communicating regularly with the Board about all Croatian cultural heritage issues.

Part 8 – Remuneration of Directors and Signing Authority

Remuneration of directors

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

Signing authority

8.2 A contract or other record to be signed by the Society must be signed on behalf of the Society:

(a) by the president, together with one other director,

(b) if the president is unable to provide a signature, by the vice-president together with one other director,

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