ESSA - BYLAWS

MEMBERSHIP AND SPONSORSHIP

1. Members of the Association are subscribers to the Constitution and By-Laws.

2. The annual membership in the Society shall be exclusive to members who are in good standing, as defined in Section 5 of the By-Laws. Members in good standing are those who have paid their annual dues for the current calendar year.

3. A person under the age of nineteen (19) years may be admitted as a member of the Association but may not be elected or appointed to the Board of Directors.

4. A member may withdraw from the Association by tendering his or her resignation in writing to the Secretary of the Association or may be expelled from the Association by a special resolution of the members passed by a recorded vote of 75% (seventy five percent) of the members present at a duly constituted general meeting.

5. There shall be three classes of membership in the Association:

1. Community Membership:
   Open to cities, districts, regional districts, towns, villages and electoral districts in the Province of British Columbia, who may designate Emergency Social Services personnel as their voting representatives (as defined in Section 7 of the By-Laws) consisting of: Emergency Social Services Directors and Alternates and Emergency Social Services Coordinators and their alternates.
2. Associate Membership:
   Open to individuals with a special interest in Emergency Social Services, who support the objects of the Association.
3. Sponsor Membership:
   Open to all: Provincial Ministries/Governments/Community Groups/businesses and related Organizations, with a special interest in Emergency Social Services, who support the objects of the Association.

6. Membership fees shall be paid annually according to a schedule established by the Board of Directors, from time to time, at a properly constituted meeting.

7. No member shall have voting privileges until he or she has been a member of the Association for fourteen (14) consecutive days. Voting is open only to those emergency social services personnel designated by Community, Associate or Sponsor membership. No proxy shall be permitted.

8. No person may serve on the Board of Directors while he or she is being paid a salary by the Association.

9. Sponsorship is open to non-profit associations and to Ministries, Departments and Agencies of the Government of Canada and Provincial Governments and all public-spirited companies, business and related organizations, both inside and outside the Province of British Columbia.

GENERAL MEETING:

10. The Annual General Meeting shall be held at least once in every calendar year and not more than fifteen (15) months after the holding of the last preceding annual General Meeting at such a place within the Province as the Directors may determine and on a day fixed by the Directors and fourteen (14) days notice of such a meeting shall be posted or mailed or handed to all members by the secretary. Non-receipt of the notice by any member shall not invalidate the proceedings or any resolution passed at any general meeting.

11. At any general meeting where it is proposed that an special resolution is to be passed, then fourteen (14) days written notice of such meeting and resolution shall be posted or mailed or handed to all members confirming details of the resolution.

12. No business shall be transacted at any general meeting unless a quorum of ten (10) member designates entitled to vote shall be present. If within one (1) hour from the time appointed by the general meeting, a quorum is not present; the meeting shall be adjourned sine die.

13. All votes shall be taken by ballot or show of hands, as the meeting shall decide, with the exception of the election of Board members and officers, which shall be by secret ballot.

14. The President or, in his or her absence, the Vice President, shall preside at every general meeting of the Association. If neither is present, the members present shall choose a member to act as Chairman of the meeting.

15. A-The Board of directors shall consist of: Past President, President, Vice President, Secretary, Treasurer, and two further voting directors. The Board of Directors shall have the authority to appoint up to five further voting directors and up to 50% of the total board (maximum of 6) non-voting board members. Maximum total for non and voting board members is 18.

B- Directorship is restricted to Emergency Social Services volunteers and/or volunteers who demonstrate a vested interest in ESS and share in ESSA's goals and purpose. Each member municipality is entitled to two votes at the Annual General Meeting or any extraordinary general meeting. Each member municipality shall designate two of their Emergency Social Services volunteers or staff to vote on their behalf.

16. The Directors of the Association shall take office on the fifteenth day of the month following the annual General Meeting in each year. The term of office for four Directors shall end on the fourteenth day of the month following the Annual General Meeting in each year. The term of office of the remaining three Directors shall end on the fourteenth day of the month following the Annual General Meeting in the second calendar year following appointment. The directors of the Association shall administer, direct and manage the affairs of the Association and make or cause to be made for the Association in its name any kind of contract or agreement or understanding which the Association may lawfully enter into and generally may exercise all powers and such other otherwise authorized to exercise and do, subject always, how ever, to the provisions of the Societies Act, R.S.B.C., 979 and amendments thereto.

17. The President shall request a chairperson for any committees of the Board. All such chairpersons must be members of the Board of Directors.

18. Vacancies on the Board of Directors, however caused may be filled by a quorum of the Directors by a majority vote.

19. If any member of the Board of Directors shall resign his offices or without reasonable excuse absent himself from three (3) or more Directors' meetings, the Directors may declare his office vacated and may appoint a successor in his place to hold office until the next general meeting. Directors' meetings shall be held at least six (6) times per year in places as the Directors may from time to time determine, and fifty percent of the Directors shall form a quorum for the transaction of business.

20. The President shall have an additional casting vote only in the case of a tie.

21. Two thirds of the Board of Directors may, at their discretion, request the resignation of any active member.

22. Notice of meetings of the Board of Directors shall be delivered or telephoned to each Director not less than one (1) week before a meeting is to take place.

23. Questions arising at any meeting of the Board of Directors shall be decided by a majority of votes which shall be taken by ballot if so demanded by any Director present but if no demand be made the vote shall be taken in the usual way by assent or dissent.

24. The Board of Directors may from time to time employ such employees and persons, as they deem necessary to carry out the purposes of the Association.

25. The President, or in his/her absence the Vice President, shall act as Chairman of all meetings of the Board of Directors or if neither is present the Directors may nominate a Chairman for the meeting.

TREASURER:

26. The Treasurer shall be responsible for the financial records, ensure the payment of all bills on authorization of the Board of Directors; shall present regular financial reports and shall participate in any monetary discussions of the association.

MINUTES OF THE MEETING:

27. The Secretary shall cause minutes to be kept in books provided for the purpose of all proceedings, questions, resolutions and other matters at all meetings of the Association and of the Board of Directors and shall be responsible for all correspondence.

BOOKS AND RECORDS:

28. The Directors shall see that all necessary books and records of the Association required by the Bylaws of the Association or by law as required are properly kept.

29. The Directors shall from time to time determine what times and places and under what conditions any member of the Society may inspect the accounts and books of the Association.

FUNDS:

30. For the purpose of carrying out the objectives of the Association, the Directors may borrow or raise or secure the payment of monies in such manner, as they think fit. However, debentures shall not be issued without the sanction of a special resolution.

31. The Board of Directors shall have control of all funds of the Association and shall from time to time determine by resolution the disposition and disbursement of the same.

AUDITING OF ACCOUNTS:

32. The fiscal year of the Association shall be from April 1st until March 31st of the following calendar year. At the end of each fiscal year the accounts and books of the Association shall be examined and their correctness ascertained by one or more auditors who shall be appointed annually by the Association at its Annual General Meeting, provided however, that if any casual vacancy occurs in the office of the auditor, the Board of Directors shall forthwith appoint an auditor in his place until the next Annual General Meeting. The auditors should make a report to the Board of Directors of the Association at their first meeting in June upon the books and accounts and general state of the finances of the Association. The Board of Directors may elect from time to time, at a properly constituted meeting, to waive the appointment of an auditor. The Treasurer must prepare a full report on the Finances of the Association for the Annual General Meeting.

SEAL:

33. The Board of Directors may adopt a seal, which shall be the common seal of the Association, and the common seal shall be under the control of the Directors and the responsibility of its custody and use from time to time shall be determined by the Directors.

ALTERATION OF BY-LAW:

34. The Bylaws shall not be amended, altered or added to except by special resolution of the Association.

35. A special resolution of the Association may be passed by a majority of 75% (seventy five percent) of voting members' designates present at a General Meeting.

INTERPRETATION:

36. When construing the by-laws, reference shall be made to the said Societies Act conditions and expressions in the by-laws shall, so far as the context does not otherwise require, have the same meaning as would be the case when used in that act.

37. In these by-laws, unless the context otherwise requires, words denoting the singular number or the masculine gender shall include the plural number of the feminine gender as the case may be and vise versa. Reference to persons shall include firms, corporations, societies and regularly constituted governmental bodies.

38. Roberts Rules shall be the parliamentary authority for all matters of procedure not specifically covered in these by-laws.

DATED at Delta, Province of British Columbia this 22nd day of June 1988 A.D.

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