Amended June 2005
Constitution
THE BRITISH COLUMBIA COURTHOUSE LIBRARY SOCIETY
C O N S T I T U T I O N
(SOCIETY ACT, R.S.B.C. 1979, C. 390 AND AMENDMENTS THERETO)
Certified by the Registrar of Companies September 1, 2000
- The name of the Society is "The British Columbia Courthouse Library Society".
- The purposes of the Society are:
(a) to provide, maintain, develop and improve law library services and collections for the benefit of members of the Law Society of British Columbia, members of the Judiciary of the Province of British Columbia, and members of the public.
(b) to assist public libraries to develop and improve collections of legal materials for use by the public;
(c) to develop and operate education programs designed to improve the research capabilities of the users of law libraries;
(d) to promote the development of improved sources of legal information; and
(e) to acquire, hold, mortgage, dispose of and otherwise deal with real and personal property for the purposes of the Society. - 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.
- 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 concerned with the same objects 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; provided that such organization referred to in this paragraph shall be a charitable organization, a charitable corporation, or a charitable trust recognized by the Department of National Revenue of Canada as being qualified as such under the provisions of the Income Tax Act of Canada from time to time in effect.
- Clauses 3 and 4 are unalterable in accordance with Section 22 of the Society Act.
Bylaws
THE BRITISH COLUMBIA COURTHOUSE LIBRARY SOCIETY
BYLAWS
ARTICLE I
MEMBERSHIP
1.1 Members
The members of the Society shall be the following persons:
1.1.1 The Law Society of British Columbia shall be a member of the Society in perpetuity.
1.1.2 The President of the Law Society of British Columbia, or the President’s nominee from time to time, shall be a member so long as the President holds office as such and thereafter, each person so elected to hold the office of President of the Law Society of British Columbia or the President’s nominee from time to time shall be a member so long as the President holds office as such.
1.1.3 The President of the British Columbia Branch of the Canadian Bar Association, or the President’s nominee from time to time, shall be a member so long as the President holds office as such and thereafter, each person so elected to hold the office of President of the British Columbia Branch of the Canadian Bar Association or the President’s nominee from time to time shall be a member so long as the President holds office as such.
1.1.4 The Chief Justice of British Columbia, or the Chief Justice’s nominee from time to time, shall be a member so long as the Chief Justice holds office as such and thereafter, each person so appointed to hold the office of Chief Justice of British Columbia or the Chief Justice’s nominee from time to time shall be a member so long as the Chief Justice holds office as such.
1.1.5 The Chief Justice of the Supreme Court of British Columbia, or the Chief Justice’s nominee from time to time, shall be a member so long as the Chief Justice holds office as such and thereafter, each person so appointed to hold the office of Chief Justice of the Supreme Court of British Columbia or the Chief Justice’s nominee from time to time shall be a member so long as the Chief Justice holds office as such.
1.1.6 The Chief Judge of the Provincial Court of British Columbia, or the Chief Judge’s nominee from time to time, shall be a member so long as the Chief Judge holds office as such and thereafter, each person so appointed to hold the office of Chief Judge of the Provincial Court of British Columbia or the Chief Judge’s nominee from time to time shall be a member so long as the Chief Judge holds office as such.
1.1.7 The Attorney General of the Province of British Columbia, or the Attorney General’s nominee from time to time, shall be a member so long as the Attorney General holds office as such and thereafter, each person so appointed to hold the office of Attorney General of the Province of British Columbia or the Attorney General’s nominee from time to time shall be a member so long as the Attorney General holds office as such.
1.1.8 The President of the British Columbia Library Association, or the President’s nominee from time to time, shall be a member so long as the President holds office as such and thereafter, each person so appointed to hold the office of President of the British Columbia Library Association or the President’s nominee from time to time shall be a member so long as the President holds office as such; and
1.1.9 The Executive Director of the Legal Services Society of the Province of British Columbia, or the Executive Director’s nominee from time to time, shall be a member so long as the Executive Director holds office as such and thereafter, each person so appointed to hold the office of Executive Director of the Legal Services Society of the Province of British Columbia or the Executive Director’s nominee from time to time shall be a member so long as the Executive Director holds office as such.
1.1.10 The Chairman of the Continuing Legal Education Society of British Columbia, or the Chairman’s nominee from time to time, shall be a member so long as the Chairman holds office as such and thereafter, each person so appointed to hold the office of Chairman of the Continuing Legal Education Society of British Columbia or the Chairman’s nominee from time to time shall be a member so long as the Chairman holds office as such.
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 members of the Society shall be deemed to be always in good standing.
1.2.2 No member of the Society shall be expelled from the Society for any reason.
ARTICLE II
DIRECTORS AND OFFICERS
2.1 Directors
The Board of Directors shall consist of the following persons:
(a) two Benchers of the Law Society of British Columbia who shall be appointed by the President of the Law Society of British Columbia and who shall remain Directors of the Society, even if one or both of them subsequently cease to be Benchers, so long as they are not removed as Directors by the President of the Law Society of British Columbia;
(b) the President of the Law Society of British Columbia, or the President’s nominee, but if the President recalls the nominee, the President of the Law Society of British Columbia shall thereupon again become a Director of the Society;
(c) the President of the British Columbia Branch of the Canadian Bar Association, and a nominee of the President, or two nominees who shall be members of the Board of Directors of the British Columbia Branch of the Canadian Bar Association or legal practitioners in the Province of British Columbia, but if the President of the British Columbia Branch of the Canadian Bar Association appoints a nominee and then recalls the nominee, the President shall thereupon again become a Director of the Society;
(d) the Chief Justice of British Columbia, or the Chief Justice’s nominee who shall be a Justice of the Court of Appeal, but if the Chief Justice appoints a nominee and then recalls the nominee, the Chief Justice of British Columbia shall thereupon again become a Director of the Society;
(e) the Chief Justice of the Supreme Court of British Columbia, or the Chief Justice’s nominee who shall be a Justice of the Supreme Court or the Court of Appeal of the Province of British Columbia, but if the Chief Justice of the Supreme Court of British Columbia appoints a nominee and then recalls the nominee, the Chief Justice shall thereupon again become a Director of the Society;
(f) the Chief Judge of the Provincial Court of British Columbia, or the Chief Judge’s nominee who shall be a Judge of the Provincial Court of British Columbia, but if the Chief Judge of the Provincial Court appoints a nominee and then recalls the nominee, the Chief Judge of the Provincial Court shall thereupon again become a Director of the Society;
(g) the Attorney General of the Province of British Columbia, or the Attorney General’s nominee, but if the Attorney General appoints a nominee and then recalls the nominee, the Attorney General of the Province of British Columbia shall thereupon again become a Director of the Society;
(h) the President of the British Columbia Library Association, or the President's nominee, but if the President appoints a nominee and then recalls the nominee, the President shall thereupon again become a Director of the Society;
(i) the Executive Director of the Legal Services Society of the Province of British Columbia, or the Executive Director’s nominee, but if the Executive Director appoints a nominee and then recalls the nominee, the Executive Director shall thereupon again become a Director of the Society;
(j) the Chairman of the Continuing Legal Education Society of British Columbia, or the Chairman’s nominee, but if the Chairman appoints a nominee and then recalls the nominee, the Chairman shall thereupon again become a Director of the Society; and
(k) the Honourable Mr. Justice George S. Cumming as a member for life of the Board of Directors, in recognition of his many years of leadership, support and guidance to the Society.
2.2 Terms of Directors
2.2.1 The term of office of any Director appointed under Article 2.1 shall be 3 years, and the maximum number of terms that any such director may serve shall be 2 terms.
2.2.2 Subject to removal or recall under Article 2.1, any Director who has been appointed under Article 2.1 and is in office when this Article comes into force may continue as a Director for up to 3 years and may not be reappointed.
2.3 Duties and Powers of Directors
The management and administration of the affairs of the Society shall be vested in the Board of Directors, who shall act without remuneration but shall be entitled to be reimbursed for their reasonable expenses incurred on any business authorized by the Society. In addition to the powers and authority given by the 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, and the Board of Directors may make such staff appointments and make provision for the payment of such salaries as the Board of Directors may, in its discretion, deem advisable to properly fulfil the objects of the Society.
2.4 Directors Meetings
2.4.1 Directors' meetings may be held at such times and at such places as the Board of Directors from time to time may determine.
2.4.2 The Directors shall determine their own procedure and a quorum of the Board of Directors shall be 50% of the Directors.
2.4.3 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.
2.4.4 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.
2.5 Officers
The officers (the “Officers”) of the Society shall be a Chair, a Vice Chair, a Secretary and a Treasurer who shall be elected by the Board of Directors from among the Directors and Officers in office from time to time. The Board of Directors may remove any Officer at any time and elect his or her replacement.
2.6 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.
2.6.1 The Chair shall preside over all meetings of the Board of Directors.
2.6.2 The Secretary shall record the minutes of all meetings of the Board of Directors.
2.6.3 The Treasurer shall be responsible for the keeping of the Society's financial accounts.
2.7 Executive Committee
2.7.1 There shall be an Executive Committee composed of the Officers of the Society, and the Board of Directors may delegate to such committee the full authority to manage and direct the business and affairs of the Society (except such matters and duties as by law must be transacted or performed by the Board of Directors or by the members in general meeting) and to employ and discharge agents and employees of the Society, or may delegate to it any lesser powers or authority.
2.7.2 The Executive Committee shall determine its own procedure and quorum.
2.7.3 Executive Committee meetings may be held at such times and at such places as the Executive Committee may from time to time determine and the Chair shall, when present, preside at all meetings thereof.
2.7.4 The Executive Committee shall report to each meeting of the Board of Directors.
2.8 Finance Committee
2.8.1 There shall be a Finance Committee composed of the Treasurer and at least two other Directors appointed by the Society’s Board of Directors.
2.8.2 Any member of the Finance Committee may be removed or replaced at any time by the Board and shall cease to be a member of the Finance Committee upon ceasing to be a Director.
2.8.3 The overall purpose of the Finance Committee shall be to provide focus on financial issues, which will ensure on behalf of the Board and members of the Society that the Society’s finance systems and practices are effective in the discharge of its obligations to the Society’s stakeholders.
2.8.4 The Finance Committee is advisory to the Board of Directors and shall only have such powers as the Board of Directors, by resolution, delegates to it from time to time. The Finance Committee shall report to the Board of Directors as requested by the Board of Directors.
2.8.5. The Finance Committee shall determine its own procedures and a majority of the Finance Committee’s members shall constitute a quorum.
2.9 Governance Committee
2.9.1 There shall be a Governance Committee composed of the Chair or Vice Chair and at least two other Directors appointed by the Society’s Board of Directors.
2.9.2 Any member of the Governance Committee may be removed or replaced at any time by the Board and shall cease to be a member of the Governance Committee upon ceasing to be a Director.
2.9.3 The overall purpose of the Governance Committee shall be to provide focus on governance issues, which will ensure on behalf of the Board and members of the Society that the Society’s governance system and practices are effective in the discharge of its obligations to the Society’s stakeholders.
2.9.4 The Governance Committee is advisory to the Board of Directors and shall only have such powers as the Board of Directors, by resolution, delegates to it from time to time. The Governance Committee shall report to the Board of Directors as requested by the Board of Directors.
2.9.5 The Governance Committee shall determine its own procedures and a majority of the Governance Committee’s members shall constitute a quorum.
2.10 Human Resources Committee
2.10.1 There shall be a Human Resources Committee, composed of at least three Directors appointed by the Society’s Board of Directors.
2.10.2 Any member of the Human Resources Committee may be removed or replaced at any time by the Board and shall cease to be a member of the Human Resources Committee upon ceasing to be a Director.
2.10.3 The overall purpose of the Human Resources Committee shall be to provide focus on human resources issues, which will ensure on behalf of the Board and members of the Society that the Society’s human resources systems and practices are effective in the discharge of its obligations to the Society’s stakeholders.
2.10.4 The Human Resources Committee is advisory to the Board of Directors and shall only have such powers as the Board of Directors, by resolution, delegates to it from time to time. The Human Resources Committee shall report to the Board of Directors as requested by the Board of Directors.
2.10.5 The Human Resources Committee shall determine its own procedures and a majority of the Human Resources Committee’s members shall constitute a quorum.
ARTICLE III
COMMITTEES
3.1 Committees and subcommittees may be created by the Board of Directors from time to time for such continuing or special tasks as circumstances warrant and as the Board of Directors deem necessary or desirable. Any person willing and in the opinion of the Board of Directors suitable to act on any such committee or subcommittee may be appointed by the Board of Directors to such committee or subcommittee. Every such committee or subcommittee shall be subject to the control of the Board of Directors and shall conform with any regulations that may from time to time be imposed upon it by the Board of Directors. The Board of Directors may at any time dissolve any such committee or subcommittee or terminate any appointments thereto.
ARTICLE IV
MEETINGS OF THE SOCIETY
4.1 Annual General Meeting
General meetings of the Society shall be held at such time and at such place as the Board of Directors shall decide in accordance with the Society Act.
4.2 Notice of General and Special Meetings
Every general meeting other than an annual general meeting, is a special general meeting. The Board of Directors may, whenever they think fit, convene a special general meeting.
4.3 The Manner in Which Notice is to be Given
4.3.1 Notice of an annual, special or general meeting shall specify the place, the day and the hour of such meeting and, in the case of special business, the general nature of the business. Such notice shall be given to every member 14 days before such annual, general or special meeting. 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 proceedings at that meeting.
4.3.2 An annual general meeting shall be held at least once in every calendar year and not more than 15 months after the holding of the last preceding annual general meeting.
4.3.3 A member shall be entitled to appoint a proxyholder to attend, act and vote for him at one general meeting and any adjournment thereof. A proxy shall be in writing, shall be deposited at the address of the Society prior to the meeting at which the person named in the proxy proposes to vote and shall be in the following form or in any other form that the Board of Directors shall approve:
British Columbia Courthouse Library Society
The undersigned hereby appoints ______________________
of ______________________ or failing him/her ______________________
of ______________________ as proxyholder for
the undersigned to attend at and vote for and on
behalf of the undersigned at the general meeting
of the Society to be held on the __________ day of ______________, 20____ , and at any
adjournment of that meeting.
Signed this __________ day of ______________, 20____
Signature of Member
Any person of full age may act as proxyholder whether or not he is entitled on his own behalf to be present and to vote at the meeting at which he acts as proxyholder. A vote given in accordance with the terms of a proxy shall be valid notwithstanding the previous death, bankruptcy or insanity of the member or revocation of the proxy or of the authority under which the proxy was executed, provided that prior to the holding of the meeting no notice in writing of the death, bankruptcy, insanity or revocation as aforesaid shall have been received at the address of the Society.
4.3.4 At an annual, general or special meeting of the members, each member who is present in person or by proxy shall be entitled to one vote. No member shall be entitled to more than one vote.
4.3.5 The rules of procedure at an annual, general or special meeting shall be determined by the Board of Directors, or if any member objects, Roberts' Rules of Order shall be used.
4.4 Quorum for General and Special Meetings
A quorum for the transaction of business at any annual, general or special meeting of the Society shall be 50% of the membership, but in no case shall a quorum consist of less than three members present in person or by proxy at a general meeting.
4.5 Resolutions
Any resolution (other than a special resolution) or motion shall be deemed passed if a majority of the members present, in person or by proxy, vote in favour of such resolution or motion.
4.6 Banking
4.6.1 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.
4.6.2 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.
4. 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.
ARTICLE V
BORROWING POWERS AND FINANCES
5.1 The Society shall have the power to borrow or raise or secure the payment of money in such manner as the Society shall think fit and without limiting the foregoing, the Society may issue debentures or debenture stock, perpetual or otherwise, charged upon all or any of the Society's present or future property, and may purchase, redeem or pay off any such security, and debentures shall not be issued without the sanction of an extraordinary resolution of the Society.
5.2 The Directors of the Society shall have full responsibility and authority to determine the manner in which the income arising from the funds and/or property of the Society shall be distributed in carrying out the objects of the Society and the determination of the Directors with respect to expenditures made or authorized under this Bylaw shall be final.
5.3 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.
ARTICLE VI
AUDITS OF THE ACCOUNTS OF THE SOCIETY
6.1 Audits
The annual financial statements of the Society shall be audited by a Chartered Accountant.
6.2 Fiscal Year
The fiscal year of the Society shall be the calendar year.
ARTICLE VII
MAINTENANCE OF MINUTES AND OTHER BOOKS AND RECORDS
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 Librarian and Executive Officer of the Society or as otherwise directed by the Board of Directors.
ARTICLE VIII
INSPECTION OF RECORDS OF THE SOCIETY
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 IX
THE SEAL
In the event the Society adopts a seal, it shall be affixed to documents or instruments requiring same in the presence of such person or persons as the Board of Directors may authorize from time to time by resolution or in the absence of such resolution, in the presence of all Directors.
Original signed by