[The following is the text of the Constitution and Bylaws approved by the Registrar of Companies on May 21, 1993.]




MAY 6, 1993


1.   The name of the society is  "The Vancouver Community Network".


2.   The purposes of the society are to:

(a)  develop, operate and own a free, publicly accessible community
     computer utility in the Lower Mainland of British Columbia
     providing the broadest possible range of information and
     possibilities for the exchange of experience, ideas and

(b)  establish and operate a CommunityNet community computer utility in
     the Lower Mainland of B.C.;

(c)  encourage the development of a wide range of community
     electronic information resources;

(d)  encourage the broadest possible participation of information
     providers in making their information available on CommunityNet;

(e)  work toward building a network of similar services in cities
     and towns internationally;

(f)  work toward the widest possible public access to government
     and other information through CommunityNet and other non-profit
     organizations such as libraries;

(g)  work with other Canadian CommunityNets to create a Canadian CommunityNet

(h)  educate and encourage the public in the use of computer
     telecommunications and information retrieval; and

(i)  research ways to improve and expand public access to and use
     of electronic information resources and facilities.


3.   In the event of winding-up or dissolution of the Society,
     funds and assets of the Society remaining after the
     satisfaction of its debts and liabilities, shall be given or
     transferred to such organization or organizations promoting
     the same purposes as this Society, as may be determined by the
     members of the Society at the time of winding up or
     dissolution, and if effect cannot be given to the aforesaid
     provisions, then such funds shall be given or transferred to
     some other organization or organizations, provided however
     that such organization referred to in this paragraph shall be
     a registered charity recognized by Revenue Canada Taxation as
     being qualified as such under the provisions of the Income Tax
     Act of Canada from time to time in effect.


4.   The purposes of the Society shall be carried out without
     purpose of gain for its members and any profits or other
     accretions to the Society shall be used for promoting its


5.   Paragraphs 3, 4 and 5 of the constitution are unalterable in
     accordance with the Society Act.


Part 1 * Interpretation

1.   (1)  In these bylaws, unless the context otherwise requires,

     (a)  "directors" means the directors of the Society for the
          time being;

     (b)  "Society Act" means the Society Act of the Province of
          British Columbia from time to time in force and all
          amendments to it;

     (c)  "registered address" of a member means his or her address
          as recorded in the register of members, and can consist
          of an e-mail address or a fax number;

     (d)  "standing committee" means a committee chaired by a
          director, and the members of a standing committee need
          not be directors.

2.   Words importing the singular include the plural and vice
     versa; and words importing a male person or a female person do
     not include a corporation.

Part 2 * Membership

3.   (1)  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 be

     (2)  There shall be two classes of member: individual member
          and family non-voting member.

     (3)  An individual member is a voting member.

     (4)  A family non-voting member is not entitled to vote at
          general meetings nor to serve as a director, but is
          otherwise entitled to all the privileges of a member.

4.   (1)  A person may apply to the directors or their designate
          and upon acceptance by the directors or their designate,
          the person becomes a member.

     (2)  Applicants who are in a family may specify in writing the
          names of at most two persons who will be individual
          members and the names of other family members who will be
          family non-voting members.

     (3)  An applicant for membership shall specify the address to
          which the Society will send communications to him or her,
          and a member may at any time provide written notice of a
          change of this address to the Secretary of the Society.

     (4)  A member's address referred to in subsection (3) may be
          a postal address, an electronic mail address, or a FAX

5.   Every member shall uphold the constitution and comply with
     these bylaws.

6.   The directors may determine the membership dues, if any.

7.   A person shall cease to be a member of the Society

     (a)  by delivering his or her resignation in writing to the
          Secretary of the Society or by mailing it to the address
          of the Society, or

     (b)  on his or her death, or

     (c)  on being expelled, or

     (d)  on having been a member not in good standing for a period
          of time prescribed by the directors.

8.   (1)  A member may be expelled by a special resolution of the
          members passed at a general meeting.
     (2)  The notice of special resolution for expulsion shall be
          accompanied by a brief statement of the reason or reasons
          for the proposed expulsion.
     (3)  The person who is the subject of a proposed resolution
          for expulsion shall be given the opportunity to be heard
          at the general meeting before the special resolution is
          put to a vote.

9.   All members are in good standing except a member who has
     failed to pay his or her current annual membership fee, if
     any, or other subscription or debt due and owing by him or her
     to the Society.

Part 3 * Meetings of Members

10.  (1)  General meetings of the Society shall be held at such
          time and place, in accordance with the Society Act, as
          the directors decide.

     (2)  There shall be not less than 14 days' written notice of
          a general meeting of the Society to members entitled to
          receive notice of a general meeting.

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

12.  The directors may, whenever they think fit, convene an
     extraordinary general meeting.

13.  (1)  Notice of a general meeting shall specify the place, the
          day and the hour of meeting, and, in the case of special
          business, the general nature of that business.

     (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 the
          proceedings at that meeting.

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

Part 4 * Proceedings at General Meetings

15.  Special business is

     (a)  all business of an extraordinary general meeting except
          the adoption of rules of order, and

     (b)  all business that is transacted at an annual general
          meeting, except,

          (i)  the adoption of rules of order,

          (ii) the consideration of the financial statements,

          (iii)     the report of the directors,

          (iv) the report of the auditor, if any,

          (v)  the election of directors,

          (vi) the appointment of the auditor, if required, and

          (vii)     such other business as, 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.

16.  (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.

     (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.

     (3)  A quorum is 20 members present or such other number as
          the members may determine at a general meeting.

17.  If within 30 minutes of the time appointed for a members'
     meeting a quorum is not present, the meeting 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 members present constitute a quorum.

18.  Subject to Bylaw 19, the President of the Society, the Vice-
     President, or in the absence of both, one of the other
     directors present shall preside as chair of a general meeting.

19.  If at a general meeting

     (a)  there is no President, Vice-President or any other
          director present within 15 minutes after the time
          appointed for holding the meeting, or

     (b)  the President and all the other directors present are
          unwilling to act as chair, the members present shall
          choose one of their number to be chair.

20.  (1)  A general meeting may be adjourned from time to time and
          from place to place, but no business shall be transacted
          at an adjourned meeting other than the business left
          unfinished at the meeting from which the adjournment took

     (2)  When a meeting is adjourned for 20 days or more, notice
          of the adjourned meeting shall be given as in the case of
          the original meeting.

     (3)  Except as provided in this bylaw, it is not necessary to
          give notice of an adjournment or of the business to be
          transacted at an adjourned general meeting.

21.  (1)  A resolution proposed at a meeting must be seconded and
          the chair of a meeting may not move or second a

     (2)  In case of an equality of votes the chair shall not have
          a casting or second vote in addition to the vote to which
          he or she may be entitled as a member and the proposed
          resolution shall not pass.

22.  (1)  A member in good standing present at a meeting of members
          is entitled to one vote.

     (2)  Voting is by show of hands, unless the members otherwise

23.  Voting by proxy is not permitted.

Part 5 * Directors, Officers and Standing Committee Chairs

24.  (1)  The directors may exercise all such powers and do all
          such acts and things as the Society may exercise and do,
          and which are not by these bylaws or statute or otherwise
          lawfully directed or required to be exercised or done by
          the Society in general meeting, but subject,
          nevertheless, to the provisions of

     (a)  all laws affecting the Society

     (b)  these bylaws, and

     (c)  rules, not being inconsistent with these bylaws, which
          are made from time to time by the Society in general

     (2)  No rule, made by the Society in general meeting,
          invalidates a prior act of the directors that would have
          been valid if that rule had not been made.

25.  (1)  There shall be no more than 15 directors, comprised of
          officers and directors at large.

     (2)  The President, Past-President, Vice-President, Secretary,
          Treasurer, as determined by the members, shall be officers of
	  the Society.

     (3)  Directors who are not officers shall be directors at
          large, and the maximum number of directors at large shall
          be the difference between the maximum number of directors
          and the number of officers.

     (4)  A director must be a member and ceases to a director when
          he or she ceases to be a member.

     (5)  An officer must be a director and ceases to be an officer
          when he or she ceases to be a director.

26.  (1)  The first directors shall retire from office at 
	  the first annual meeting.

     (2)  Directors and officers shall be elected for a one year
          term and shall retire as directors and officers at the
          annual general meeting after their election, when their
          successors are elected.

     (3)  Nominations for the positions of directors and officers
          shall be received from the members at the annual general
          meeting, and, apart from that, election procedures at the
          annual general meeting shall be determined by the members

27.  (1)  The directors may at any time appoint a member as a
          director to fill a vacancy in the directors.

     (2)  The directors may at any time appoint a director to fill
          any officer vacancy.

     (3)  A director appointed under Bylaw 27(1), or an officer
          appointed under Bylaw 27(2), holds office until the next
          annual general meeting.

28.  (1)  If a director or officer ceases to hold office, the
          remaining directors shall appoint a replacement in
          accordance with these bylaws.

     (2)  No act or proceeding of the directors is invalid only by
          reason of there being less than the prescribed number of
          directors in office.

29.  The members may by special resolution remove a director before
     the expiration of his or her term of office, and may elect a
     successor to serve to the next annual meeting.

30.  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 all expenses necessarily and reasonably
     incurred by him or her while engaged in the affairs of the

Part 6 * Proceedings of Directors

31.  (1)  The directors may meet together at such places as they
          think fit for the dispatch of business, adjourn and
          otherwise regulate their meetings and proceedings, as
          they see fit.

     (2)  The directors may from time to time fix the quorum
          necessary for the transaction of business and unless so
          fixed the quorum shall be a majority of the directors
          then in office.

     (3)  The President shall be chair of all meetings of the
          directors, unless the directors otherwise decide.

     (4)  The President may at any time, and the Secretary, on the
          request of three directors, shall, convene a meeting of
          the directors.

32.  (1)  The directors may delegate any, but not all, of their
          powers to committees or standing committees consisting of
          such persons as they think fit and may name the

     (2)  The participants in a committee or standing committee
          need not be directors or members.

     (3)  A committee or standing committee exercising delegated
          powers shall conform to any rules that may from time to
          time be imposed on it by the directors, and shall report
          every act or thing done in exercise of those powers to
          the directors.

33.  Subject to directions of the directors, a committee or
     standing committee shall determine its own procedure.

34.  A committee or standing committee may meet and adjourn as its
     participants think proper.

35.  A director who may be absent temporarily from British
     Columbia, or who for any other reason is unable to attend
     meetings of the directors, may mail or deliver to the address
     of the society a waiver of notice of any meeting of the
     directors and may, at any time, withdraw the waiver, and until
     the waiver is withdrawn,

     (a)  no notice of meetings of directors shall be sent to that
          director, and,

     (b)  any and all meetings of directors of the Society, notice
          of which has not been given to than director shall, if a
          quorum of the directors is present, be valid and

36.  (1)  Questions arising at any meeting of the directors or at
          any meeting of a committee or standing committee shall be
          resolved if possible by consensus, and where that is not
          possible, by a majority of votes.

     (2)  The chair may cast a vote, but in case of an equality of
          votes the chair does not have a second or casting vote.

37.  A resolution proposed at a meeting of directors must be
     seconded and the chair of a meeting may not move or second a

38.  A resolution in writing, signed by all the directors and
     placed with the minutes of the directors is as valid and
     effective as if regularly passed at a meeting of directors.

Part 7 * Duties of Directors

39.  (1)  The President shall preside at all meetings of the
          Society and of the directors, unless the members or
          directors otherwise decide.

     (2)  The President is the chief executive officer of the

40.  The Past-President shall assist the President and provide
     guidance to the directors.

41.  The Vice-President shall carry out the duties of the President
     during his or her absence.

42.  The Secretary shall be responsible for

     (a)  the conduct of the correspondence of the Society,

     (b)  the issuance of notice of meetings of the Society and

     (c)  the keeping of minutes of all meetings of the Society and

     (d)  the custody of all records and documents of the Society
          except those required to be kept by the Treasurer,

     (e)  the custody of the common seal of the Society, and

     (f)  the maintenance of the register of members.

43.  The Treasurer shall be responsible for

     (a)  the keeping of financial records, including books of
          account, necessary to comply with the Society Act, and

     (b)  rendering financial statements to the directors, members
          and others when required.

44.  (1)  The offices of Secretary and Treasurer may be held by one
          person who shall be known as the Secretary-Treasurer.

45.  A standing committee chair shall

     (a)  chair the standing committee, and

     (b)  report to the directors on the activities of the standing

46.  (1)  Other officers, if any, shall perform such duties as the
          members decide.

     (2)  The directors or members may add additional duties to any
          director or officer or transfer duties among directors or

47.  In the absence of the Secretary from a meeting, the directors
     shall appoint another person to act as Secretary at the

Part 8 * Seal

48.  The directors may provide a common seal for the Society and
     they shall have power from time to time to destroy it and
     substitute a new seal in place of the seal destroyed.

49.  The common seal shall be affixed only when authorized by a
     resolution of the directors and then only in the presence of
     the persons prescribed in the resolution or if no persons are
     prescribed, in the presence of the President and the Secretary
     or President and the Secretary-Treasurer.

Part 9 * Borrowing

50.  In order to carry out the purposes of the Society the
     directors may, on behalf of and in the name of the Society,
     raise or secure the payment or repayment of money in such
     manner as they decide and in particular but without limiting
     the generality of the foregoing, by the issue of debentures.

51.  No debenture shall be issued without the sanction of a special

52.  The members may by special resolution restrict the borrowing
     powers of the directors but a restriction so imposed expires
     at the next annual general meeting.

Part 10 * Auditor

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

54.  The first auditor shall be appointed by the directors who
     shall also fill all vacancies occurring in the office of

55.  At each annual general meeting the Society shall appoint an
     auditor to hold office until he or she is re-elected or his or
     her successor is elected at the next annual general meeting.

56.  An auditor may be removed by ordinary resolution.

57.  An auditor shall be informed forthwith in writing of
     appointment or removal.

58.  No director and no employee of the Society shall be auditor.

59.  The auditor may attend general meetings.

Part 11 * Notice of Meetings

60.  A notice may be given to a member, either personally or by
     mail, electronic mail or FAX to his or her registered address.

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

62.  (1)  Notice of a general meeting shall be given to

     (a)  every member shown on the register of members on the day
          notice is given, and

     (b)  the auditor, if Part 10 applies.

     (2)  No other person is entitled to receive a notice of
          general meeting.

Part 12 * Bylaws

63.  After being admitted a member is entitled to a copy of the
     constitution and bylaws upon paying the sum of $1.00.

64.  These bylaws shall not be altered or added to except by
     special resolution.

DATED this ____ day of May, 1993:


1. __________________________________


1. __________________________________


2. __________________________________


2. __________________________________


3. __________________________________


3. __________________________________


4. __________________________________


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5. __________________________________


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