KAMLOOPS FAMILY HISTORY SOCIETY
BY-LAWS

(as revised 26 January 2017)

ARTICLE 1 MEMBERSHIP

1. There shall be three classes of Members of the Society: Individual Members, Family Members, and Institutional Members.
2. Any person interested in the objects of the Society and willing to subscribe to its By-Laws may become a Member upon payment of dues as hereinafter provided.
3. Any Member in good standing is entitled:
   1. to attend and vote on any issue at any general meeting of the Society;
   2. to stand for election to an elective office in the Society as hereinafter provided;
   3. to receive for the current year, without charge, one copy of each issue of any regular publications of the Society as the Board of Directors may from time to time determine; provided that if more than one Individual Member resides in a single household but dues are paid on a Family household basis so that only one of such Members has paid the full annual dues for the year, the household will receive one copy of each issue of such publication;
   4. to have access to the library of the Society in accordance with such terms as the Board of Directors may from time to time establish.
4. Institutional Memberships may be granted to any library, society, or institution that is interested in the objects of the Society and wishes to receive its publications, upon payment of dues as hereinafter provided.
5. An Institutional Member in good standing is entitled to receive for the current year, without charge, one copy of each issue of any publications of the society as the Board of Directors may from time to time determine; provided that an Institutional Member is not entitled to receive a copy of any membership list published by the Society. An Institutional Member is not entitled to vote at any meeting of the Society and is not entitled to appoint a representative to stand for office in the Society.
6. The Board of Directors shall have the right to refuse to admit any person or institution to, or expel any Member from, membership, because of unethical practice in genealogy or willful violation of any regulation of the Society.
7. The books and records of the Society normally available for examination may be inspected by the Members at such time and at such place as they are kept, in accordance with the direction of the Board of Directors.

ARTICLE 2 EXECUTIVE OFFICERS

1. The Executive Officers of the society shall be: the President, the Vice President, the Secretary, and the Treasurer.
2. The Executive Officers shall be elected at the Annual General Meeting of the Society.
3. The term of office for Executive Officers shall be one year.
4. An Executive Officer shall assume office immediately following conclusion of the Annual General Meeting at which he is elected and shall hold office until the conclusion of the next Annual General Meeting.
5. An Executive Officer shall serve no more than two consecutive terms as President and no more than two consecutive terms in the same office, in a position other than President. However, if no Member allows his/her name to stand for election to an Executive Officer position, the existing Executive Officer may remain in that position until the next Annual General Meeting.
6. If a vacancy should occur in any elective office between the Annual General Meetings of the Society, the Board of Directors shall appoint an Individual Member to serve in that office until the next Annual General Meeting when the office shall be filled by election. The foregoing provision shall not apply to the office of President, to which, should a vacancy occur, the Vice- President shall automatically succeed and the Vice-President office shall be filled by appointment by the Board of Directors until the next Annual General Meeting.

ARTICLE 3 DIRECTORS

1. The Directors of the Society shall be:
   1. the four Executive Officers as specified in Article 2, Section 1 hereof, and;
   2. up to six Members elected as Directors of the Society, at an Annual General Meeting of the Society; the number to be determined by the Members, and;
   3. the Past President of the Society.
2. A Director elected under Section 1(b) shall hold office for a term of one year. A Director shall serve no more than three consecutive terms in the same capacity. However, if no Member allows his/her name to stand for election to a Director position, the existing Director may remain in the position until the next Annual General Meeting.

ARTICLE 4 BOARD OF DIRECTORS

1. There shall be a Board of Directors of the Society (hereinafter called "the Board") comprised of the Directors as specified in Article 3, Section 1 hereof.
2. Each Director shall have one vote at each meeting of the Board of Directors. Voting by proxy shall not be permitted.
3. At any meeting of the Board, a quorum shall consist of four Directors of whom at least two shall be Executive Officers.
4. The Board shall meet at the call of the President at least once a year and prior to the date of the Annual General Meeting of the Society.
5. A Director who is absent from three consecutive meetings of the Board may be asked to furnish an adequate explanation for this absence, to the Board, failing which, the President shall declare the office vacant.
6. The Board, subject to these By-Laws and to the direction given it by the majority vote of any General Meeting of the Society, duly called, shall have full power and authority over the affairs of the Society and the custody and control of all its property of whatever kind.
7. The Society, acting through its Board, may borrow or raise and secure the payment of money in such manner as the Board may think fit, for the purpose of carrying out the objects of the Society. A debenture shall not be issued unless authorized by a Special Resolution of the Society.
8. The Board may appoint an Individual Member or Family Member of the Society to such other position as the Board may from time to time create. A Member so appointed shall hold that position until the meeting of the Board immediately following the next Annual General Meeting, where the Board may again consider that appointment.
9. Each Member nominated for office as an Executive Officer or Director and each holder of an appointed position in the Society shall be an Individual Member or Family Member of the Society in good standing at the time of his/her nomination and election and of his/her assumption of office or position and shall cease to hold office or position if his/her membership shall lapse by reason of failure to pay dues on time or for any other reason.
10. No Director or Officer shall be remunerated for being or acting as a Director or Officer but a Director or Officer may be reimbursed for expenses necessarily and reasonably incurred by him/her while engaged in the affairs of the Society.
11. Each Officer, Director, and each holder of an appointed position in the Society, upon retiring from that office or position, shall pass on to his/her successor or to the Secretary, any material pertinent to the office or position he/she has held and any equipment or supplies belonging to the Society.
12. The Members may, by Special Resolution, remove an officer or director before the expiration of his/her term of office and may elect a successor to complete the term of office.

ARTICLE 5 THE EXECUTIVE COMMITTEE

1. There shall be an Executive Committee of the Society comprised of the four Executive Officers as specified in Article 2, Section 1 hereof, and the Past President.
2. The President or any two other Executive Officers may convene a meeting of the Executive Committee. Three Officers shall constitute a quorum.
3. The Executive Committee shall act between meetings of the Board to carry forward the business of the Society and at such time it shall have the authority of the Board without the ability to modify any action taken by the Board.

ARTICLE 6 COMMITTEES

1. The Board may from time to time designate committees, standing and special, of the Society and appoint a chairman and other members of each committee. The President shall be an ex- officio member of all committees except the Nominating Committee. The Board at its first meeting held following the Annual General Meeting shall designate the standing committees and make the relative appointments.
2. Among such standing committees there shall be:
   1. a Finance Committee to include the Treasurer among its members. It shall be the duty of this committee to prepare and revise budgets as prescribed by the Society's Standing Rules.
   2. a Nominating Committee charged with preparing a slate of nominations for elective offices, which shall be submitted in writing to the President and presented to the members at the Annual General Meeting. The Past President shall be a member of this committee.

ARTICLE 7 DUTIES OF OFFICERS

1. The Officers of the Society shall perform the duties prescribed by these By-Laws and any pertinent Standing Rules of the Society and by the parliamentary authority adopted by the Society.
2. Without restricting the generality of the foregoing Section 1 of this Article, the undernoted duties are delineated for specific Officers.
3. The President shall preside at all meetings of the Society as well as all meetings of the Board and the Executive Committee. In his/her absence, the Vice-President shall preside.
4. The Secretary shall be responsible for the preparation and custody of minutes of proceedings of meetings of the Society, the Board, and the Executive Committee, and such other books and records of the Society not otherwise specifically assigned to others. The Secretary shall conduct the general correspondence of the Society and shall be under the general direction of the Board.
5. The Treasurer shall receive all monies collected and arrange all payments due by the Society, keep proper accounts for the funds of the Society, and keep such books as may be directed, as well as prepare and submit financial reports as called for.

ARTICLE 8 MEETINGS

1. The Annual General Meeting of the Society shall be held in the month of March of each year. The time and place shall be determined by the Board.
2. Notice of the Annual General Meeting shall be given to the Voting Members at least twenty- one (21) days in advance of its date.
3. A Special General Meeting may be called at any time of the year if the Board so decides, to deal with matters that cannot be conveniently deferred until the next General Meeting. Notice of any Special General Meeting shall be given at least twenty-one (21) days in advance of its date, to the voting Members, and the general nature of the matters to be dealt with shall be specified in the notice.
4. Ten per cent (10%) of the Voting Members of the Society in good standing may request the Board to call a Special General Meeting by written request stating the general nature of the matters to be dealt with at the meeting, signed by the requesters and delivered to the President. Within twenty-one (21) days following receipt of such a request, the Board shall call a Special General Meeting to deal with the matters stated in the request.
5. At a General Meeting of the Society, ten Voting Members shall constitute a quorum. Only Individual or Family Members in good standing, present in person, may vote, or be counted, in determining a quorum.
6. Special Resolution, as used in these By-Laws or amendments thereof, or in the proceedings of the Society, means a resolution passed by a vote of not less than seventy-five per cent (75%) of such Members entitled to vote, as are present in person at the meeting, of which notice specifying the intention to propose the resolution as a Special Resolution has been duly given with at least twenty-one (21) days notice.
7. An Auditor of the Society shall be appointed at each Annual General Meeting and the books of account of the society shall be audited at least once a year with a report being furnished by the Auditor to the Board.
8. The rules contained in the current edition of Robert's Rules of Order, shall govern in all cases to which they are applicable and in which they are not inconsistent with these By-Laws and any special rules of order the Society may adopt.

ARTICLE 9 DUES

1. The rate of the annual dues for membership shall be approved by a General Meeting of the Society, on the recommendation of the Board.
2. The membership year of the Society is from Sept 1 to Aug 31 and membership dues are payable at the September meeting of each year.
3. Annual membership dues are payable at the September meeting and membership shall be deemed to have lapsed on December 1 if the Member's dues are not then paid.
4. A Member who joins the Society on or after the 1st of June in any year shall be credited with membership for the membership year commencing on the 1st day of September next following, without additional payment.

ARTICLE 10 EXECUTION OF INSTRUMENTS

1. Any deed, contract, document or instrument in writing, required to be executed on behalf of the Society, shall be signed by two of the Executive Officers, one of whom shall be the President or the Vice-President.
2. The Society may adopt a common seal which shall be kept in the custody of the Recording Secretary and which shall not be affixed to any document, etc., except in the presence of the two signing officers, acting under the provision of Section 1 of this article, who shall attest the fixing of the seal of such document, etc., as the Board shall direct.
3. Any cheque, draft, promissory note, or bill of exchange, shall be signed on behalf of the Society by two of the following: The President, the Vice-President, the Treasurer. Any of the following: The President, the Vice-President, the Treasurer, may endorse, for deposit only cheques or orders for money payable to the Society and make other routine banking arrangements on behalf of the Society.

ARTICLE 11 BYLAWS and STANDING RULES

1. These By-Laws of the Society shall not be altered or added to, except by way of a Special Resolution amending the By-Laws, the notice of which shall so specify.
2. Any Individual or Family Member may introduce an amendment to the By-Laws at any General Meeting of the Society, provided that the proposed amendment has been submitted in writing to the Board no less than ninety days prior to such General Meeting and notice has been given in accordance with Section 1 of this Article.
3. The Board may establish, amend and repeal Standing Rules for the conduct of all business of the Society not specifically provided for in these By-Laws. The Secretary shall keep a record of the Standing Rules so established, and such records shall be open for inspection by any Individual Member of the Society in good standing.
4. If upon winding up or dissolution of the Society, there remains after the satisfaction of all its debts and liabilities any property whatsoever, that property shall not be paid to or distributed among the members, but shall be given or transferred to some other Canadian charitable organization or organizations having cognate or similar objects, provided that such organization is a charitable organization within the meaning of the Canada Income Tax Act for the time being in force. Such organization or organizations shall be determined by a majority of Members attending the first meeting called by the liquidator on the winding up or dissolution of the Society. This provision is unalterable.