1.0 INTERPRETATION
1.1 In these Bylaws, unless the context otherwise requires:
(a) “Adult Swimmers” means those persons who swim for the Ladner Stingray Swim
Club who are over the age of 18 years old.
(b) “directors” means the directors of the Society for the time being.
(c) “Societies Act” means the Societies Act, SBC 2015, c. 18, as amended from time to time.
(d) “registered address” of a member means their address as recorded in the register of members.
(e) “Underage Swimmers” means those persons who swim for the Ladner Stingray Swim Club who are under the age of 18 years.
1.2 The definitions in the Societies Act on the date these bylaws become effective apply to these bylaws.
1.3 Words importing the singular include the plural and vice versa; and words importing a male person include a female person and a corporation.
2.0 MEMBERSHIP
2.1 Membership in the Society shall be open to:
(a) the family of Underage Swimmers (the “Member Family”);
(b) Adult Swimmers; or
(c) Persons who have made an outstanding contribution to the welfare of the Society and are recommended by the directors for confirmation as honorary members.
2.2 A Member Family may apply to the directors for membership in the Society and on acceptance by the directors shall be a member.
2.3 A Member Family shall be represented by one adult family member at any meetings of the members of the Society and such representative shall have one vote on behalf of the Member Family.
2.4 Honorary members shall be confirmed at an annual general meeting of the Society by vote of the members and upon such confirmation, honorary members shall have all the privileges of membership except that of holding office.
2.5 Every member shall uphold the constitution and comply with these bylaws.
2.6 The amount of the membership dues shall be determined by the directors each year and shall cover the aquatic season, which runs from May 1 to April 30 each year.
2.7 A person shall cease to be a member of the Society:
(a) by delivering their resignation in writing to the secretary of the Society or by mailing or delivering it to the address of the Society, or
(b) on their death,
(c) on being expelled, or
(d) on having been a member not in good standing for 12 consecutive months.
2.8 A member may be expelled by a special resolution of the members passed at a
general meeting.
2.9 A brief statement of the reason or reasons for the proposed expulsion shall
accompany the notice of a special resolution for expulsion.
2.10 The person who is the subject of the proposed resolution for expulsion shall be
given an opportunity to be heard at the general meeting before the special resolution is put to a vote.
2.11 All members are in good standing except a member who has failed to pay their
current annual membership fee or any other subscription or debt due and owing to the Society, and they are not in good standing so long as the debt remains unpaid.
3.0 MEETINGS OF MEMBERS
3.1 General meetings of the Society shall be held at the time and place, or by electronic means in accordance with the Societies Act, as the directors decide.
3.2 Every general meeting, other than an annual general meeting, is an extraordinary general meeting.
3.3 The directors may, whenever they think fit, convene an extraordinary general
meeting.
3.4 Notice of a general meeting shall specify the place (or electronic means), the day and the hour of meeting, and, in case of special business, the general nature of that business.
3.5 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.
3.6 The first annual general meeting of the Society shall be held not more than 15
months after the date of incorporation and after that 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.
4.0 PROCEEDINGS AT GENERAL MEETINGS
4.1 Special business is:
(a) all business at 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) any other business that under these bylaws ought to be transacted at an annual general meeting.
4.2 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.
4.3 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.
4.4 Quorum is 10% of the members of the Society or such greater number as the
members may determine from time to time at a general meeting.
4.5 If quorum is not present within 30 minutes, the meeting shall stand adjourned to the same day in the next week, at the same time and place (or by electronic means), and if at the adjourned meeting a quorum is not present within 30 minutes, the members present constitute a quorum.
4.6 Subject to Bylaw 4.7, the president of the Society or failing him one of the other
directors present shall preside as chairman of a general meeting.
4.7 If at a general meeting:
(a) there is no president or 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 chairman, the members present shall choose one of their number to be chairman.
4.8 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 place.
4.9 When a meeting is adjourned for ten days or more, notice of the adjourned meeting shall be given as in the case of the original meeting.
4.10 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.
4.11 No resolution proposed at a meeting need be seconded and the chairman of a
meeting may move or propose a resolution.
4.12 In case of an equality of votes the chairman shall not have a casting or second
vote in addition to the vote to which he may be entitled as a member and the proposed resolution shall not pass.
4.13 A member in good standing present at a meeting of the members is entitled to one vote. One adult member of the Member Family shall represent each Member Family, and such representative shall have one vote on behalf of the Member Family.
4.14 Voting is by show of hands or electronic poll.
4.15 Voting by proxy is not permitted.
5.0 DIRECTORS AND OFFICERS
5.1 The directors may exercise all the powers and do all the acts and things that the
Society may exercise and do, and which are not by these bylaws or by statute or
otherwise lawfully directed or required to be exercised or done by the Society in general meeting.
5.2 The officers of the Society shall be a President, Vice-President, Secretary, Registrar, Treasurer and Past President. Officers shall be elected by the directors from among themselves at the first meeting of the directors following the annual general meeting each year.
5.3 The directors shall be elected for a two-year term, with staggered elections so that approximately half are elected each year.
5.4 The number of directors shall be six or such greater number as may be determined from time to time at a general meeting.
5.5 The members may by special resolution remove a director before the expiration of their term of office and may elect a successor to complete the term.
5.6 Directors shall serve without remuneration for acting as directors but may be
reimbursed for reasonable expenses incurred in carrying out their duties.
Notwithstanding the foregoing, directors may be granted the opportunity to swim with the club free of charge as a benefit of their service. This privilege is limited to the individual director only and is non-transferable, including to members of the director’s family or household.
6.0 CONFLICT OF INTEREST
6.1 A director or senior manager who has a direct or indirect material interest in a
contract, transaction, or matter under consideration must disclose the nature and extent of the interest in accordance with the Societies Act.
6.2 The director or senior manager must leave the meeting during the discussion and vote on the matter unless permitted by the Act.
7.0 PROCEEDINGS OF DIRECTORS
7.1 The directors may meet together at such places or by electronic means as they
think fit for the dispatch of business.
7.2 Quorum is a majority of the directors then in office.
7.3 Questions arising at a meeting of the directors or committee shall be decided by a majority of votes. In case of a tie, the motion is defeated.
7.4 A resolution in writing, signed by all the directors and placed within the minutes,
is valid and effective as if passed at a meeting.
8.0 SEAL
8.1 The directors may provide a common seal for the Society and may destroy and
replace it as needed.
8.2 The common seal shall be affixed only when authorized by a resolution of the
directors and in the presence of those designated in the resolution.
9.0 BORROWING
9.1 The directors may, on behalf of and in the name of the Society, raise or secure the payment or repayment of money in the manner they decide, subject to member
approval where required under the Societies Act.
9.2 No debenture shall be issued without the sanction of a special resolution.
10.0 AUDITOR
10.1 If the Society is required or resolves to have an auditor, the auditor shall be
appointed at the annual general meeting to hold office until re-elected or
replaced.
10.2 The auditor has the right to receive notice of and attend general meetings.
11.0 FINANCIAL YEAR
11.1 Unless otherwise determined by the Board of Directors, the fiscal year end of the Society shall be September 30.
12.0 NOTICES TO MEMBERS
12.1 Notice may be given to a member personally, by mail, by email, or by posting such notice on the notice board at the home swimming pool.
12.2 Notice sent by mail or email shall be deemed to have been given on the second
day following the date of sending.
12.3 Notice of a general meeting shall be given to every member shown on the register of members on the day notice is given, and to the auditor if applicable.
13.0 DISSOLUTION
13.1 Upon dissolution or winding-up of the Society, any assets remaining after payment of debts and liabilities shall be distributed to a qualified donee under the Income Tax Act (Canada), preferably to an organization with similar purposes, as determined by the members by special resolution.
14.0 BYLAW AMENDMENTS
14.1 These bylaws shall not be altered, or added to, except by special resolution of
the members in accordance with the Societies Act.
Transcribed: April 23, 2026