IRC's ByLaws

Last modified December 03, 1998

Here set forth, in numbered clauses, the bylaws providing for the matters referred to in section 6 (1) of the Society Act and any other bylaws.

Article 1 - Membership

Section 1 - Eligibility for Membership:

Section 1a - Regular Voting Members - Persons seeking membership in this Society as regular voting members shall:

1. Be sponsored by a Society member in good standing.
2. Have an interest in off-highway travel.
3. Be a legally licensed driver of Canada or the United States.
4. Have attained the age of 18 years of age.
5. Have participated in the following:
   A. At least four Society functions/outings coordinated by the Events Coordinator.
   B. At least four Society meetings.
5. Have, when required, provided proof of adequate liability insurance for any vehicle attending club sanctioned events.

The prospective regular member will become eligible for vote upon completion of the requirements and upon recommendation by their sponsor to the Board of Directors (BOD) not later than the BOD meeting prior to the next general meeting. The election of a new member shall be by secret ballot. New members are voted in by a two-thirds majority vote of the members present at that regular general meeting.

The prospective member will not attend that part of the meeting at which they are nominated for membership by their sponsor.

Any 1 (one) of the eligibility requirements in Article 1, Section 1a may be waived upon unanimous approval of the BOD. Members who are present at that regular general meeting at which a new member is voted in, must be notified of any waived requirement under Article 1, Section 1a prior to the election.

Section 1b - Corporate Members - By nomination of the BOD and majority vote of the membership, any suitable business or person which contributes or volunteers support, advertising or merchandise towards the club and its functions, may be elected to Corporate Membership in the Society.

Corporate members shall:

• Pay the same dues as regular members.
• Be entitled to vote.
• Not be entitled to hold any office of the Society.

Section 1c - Associate Members - An Associate Member is any individual who is the immediate family of a Regular Member. An Associate Member shall have all of the same rights as a Regular Member provided that they comply with the applicable eligibility requirements and pay the appropriate annual membership dues. An individual who is not immediate family to a Regular Member and does not meet all of the eligibility requirements for a Regular Membership may be elected as an Associate Member but is subject to Article 1, Section 1a.

Section 1d - Honorary Members - Honorary members may be nominated by the BOD and elected by majority vote of the membership. Honorary membership may be bestowed upon any suitable person who in their own efforts has contributed to the well-being of the club and/or the sport of four wheeling. Honorary Membership, which shall confer the honorary member the right to attend meetings and outings of the Society, shall lapse annually at the Annual General Meeting unless renewed by BOD nomination and majority vote of the membership.

Honorary members shall:

• Not pay dues.
• Not receive notice of meetings.
• Not be entitled to vote.
• Not be entitled to hold any office of the Society.

Section 1e - Charter Members - Those members listed herein are the Charter Members of the Society, which was formed in the spring of 1995, and of the Charter Branch (South Island Branch), which was formed in November of 1998.

John Barron, Wayne Foster, Justin Heeley,

Vern O’Connor, Richard Reimer

Section 2 - Rights and Duties of Members - Upon acceptance, each new member shall be furnished with a personalized membership card and with a copy of the constitution and bylaws, and shall be bound by it in all respects.

Section 3 - Transferal of Membership - The interest of a member in the Society is not transferable and lapses and ceases to exist upon their death or when the period of their membership expires or when they cease to be a member by resignation or otherwise in accordance with the bylaws of the Society.

Section 4 - Dues - The annual dues of each member of the Society shall be set by the Society and shall become due and payable at the Annual General Meeting or other such date as designated by the BOD.

The annual dues must be paid within thirty days of the due date. Any member whose dues are not paid within sixty days of the due date shall cease to be a member in good standing of the Society. Dues for new members shall become due and payable on the day they are voted into the Society. Society dues will not be prorated.

Section 5 - Non-Participation - A member may be dropped from the rolls of this Society due to non-participation with a unanimous vote from the BOD. Reinstatement can be made by a two-thirds vote of the general membership or by completing the membership requirements as a new member. Non-participation shall be defined as not attending at least one Society function over a six month period.

Section 6 - Prolonged Absence - Members who are going to be unable to attend Society functions for a period of greater than six months and who wish to maintain membership shall apply in writing to the BOD outlining the details of their absence. During a prolonged absence, Society fees will be due in full at the Annual General Meeting along with a written explanation of the continuing absence. Under these conditions, Society membership and privileges will be maintained for a period not to exceed two years.

Section 7 - Membership Limit - Membership of each Society Branch shall be limited as set by a Special Resolution passed by a 75% majority of both the BOD and the aforementioned branch members present at that meeting.

Section 8 - Club Decals and Emblems – Members may display club decals and emblems only on vehicles that they own, and only as long as they remain members in good standing. Members shall remove all club decals and emblems from a vehicle sold to a person who is not a member in good standing of the Society. Persons who cease to be members in good standing of the Society shall remove club decals and emblems from their vehicles.

Article 2 - Meetings

Section 1 - Monthly Meetings - Monthly meetings of the Society shall be held at such a time and place as decided by the BOD.

Changes to the time and place of the meeting shall not be made unless notice is given to the general members not less than two weeks before such action is taken.

Section 2 - Annual Meetings - The Annual General Meeting shall be the October general meeting of each year. Notice of every Annual General Meeting of the Society shall be mailed by the Secretary to every member of the Society at least two weeks before the date of such meeting. The Society newsletter may serve as notification.

At the Annual Meeting, the Order of Business shall be:

1. Minutes of the previous meeting.
2. Reports of the Officers of the Board of Directors.
3. Accomplishments of the last year and progress reports.
4. Announcements of the results of the Annual election.
5. Vote on proposed bylaw changes.

Section 3 - Special Meetings - A special meeting of the Society may be called by the BOD or whenever one-third or 10% (whichever is less) of the voting members of the Society shall make a written request to the President for the same, specifying the object of the meeting, provided not less than fourteen days written notice of such special meeting shall be given to the members.

Section 4 - Conduct of Meetings - All meetings shall be conducted according to parliamentary procedure as outlined in The New Robert’s Rules of Order, and open discussion from the floor shall be permitted and encouraged.

Section 5 - Board Meetings - The Board of Directors shall meet at the direction of the Society or when three or more directors call for such a meeting.

Article 3- Voting and Quorums

Section 1 - Definition of a Voting Member - Voting members are defined as having met the requirements of Article 1 - Section 1. Members shall be entitled to one (1) vote only.

Section 2 - Who May Vote - Only Regular voting, Charter, Corporate and Associate members may cast votes for elections of officers and formal motions made at general meetings. Votes on unofficial business, such as when and where to have the next event, may be voted on by any Society member.

Section 3 - Quorum at General Meetings - For the purpose of voting at regular general meetings, all members present shall constitute a quorum. A quorum shall not be less than three (3) members.

Section 4 - Quorum at BOD Meetings - At a meeting of the BOD, a majority of the total members of the Board shall constitute a quorum and a majority vote of the Directors present at any meeting shall prevail.

Article 4 - Management

The management of the Society shall be vested in the President, Vice President, Secretary, Treasurer, Events Coordinator, and Branch Representative from each and every branch of the Society, who shall constitute the Board of Directors.

Article 5- Officers and How Elected

Section 1 - Term of Office -The term of office for all elected officials of the Island Rock Crawlers Four-Wheel Drive Society shall be a period of one year. The President, Vice President, Secretary, Treasurer, and Events Coordinator, shall be elected by vote of the Society members at the Annual General Meeting. Each Branch Representative will be elected by vote of the Society members of that branch at the branch meeting following the Annual General Meeting.

Section 2 - Officers - Society Officers shall be elected by Society members voting in person or by proxy at the appropriate meeting as described in Article 5 - Section 1.

Section 3 - Vacancies - In the event of vacancy in any office except the President, the BOD shall appoint a member in good standing to fill the office until the next general election.

Section 4 - Remuneration - There will be no remuneration (pay) for any positions, executive or other, within the Society.

Section 5 – Removal - Members may by special resolution remove an officer before the expiration of his/her term of office.

Article 6 - Duties of Officers

A. Board of Directors

Section 1 - The Board of Directors shall have the power to:

1. Manage all the affairs of the Society and any and all questions relating in any manner whatsoever to the Society.
2. To make all contracts necessary for the proper transaction of all Society business.
3. Have entire jurisdiction over all matters pertaining to the care, conduct, control, supervision, and management of the Society and its finances. All appropriations shall be made by the BOD, provided however, that the regular membership shall have final control over the affairs of the Society and may, by motion, veto the decisions and actions of the BOD.

Veto of any BOD action shall be by simple majority vote of all eligible voting members. A veto action can be initiated at any general meeting by motion, and carried by majority vote, of all voting members present at such meeting. A notice of pending veto action shall be made to all members within five days of a veto motion. The veto motion will be carried out at the next general meeting.

Section 2 - Any officer or member of the BOD who shall absent themselves from three consecutive meetings of such Board, unless they offer at the meeting an excuse for their absence which is satisfactory to the Board of Directors, shall be deemed to have resigned as a member of said Board and cease to be a member of the BOD.

Section 3 - The Board of Directors shall have the following specific powers:

1. To appoint Delegates to the different Associations of which this Society may be a member of for the purpose of conferring with any Association or Society with respect to any matter in which this Society may be concerned.
2. To make rules for the conduct of the members of the Society and for their use of Society property.
3. To prescribe additional duties for any officers, in addition to those herein set forth.

B. President

The president shall preside at all meetings of the Society and BOD and enforce all laws and regulations of the Society. They shall perform other duties as shall be imposed upon them by resolution of the BOD. They shall, with the Secretary, sign all written contracts and written obligations of the Society. The president shall have the power to appoint committees whenever it becomes necessary. The president shall appoint a sergeant-at-arms at the beginning of each meeting.

C. Vice-President

In the absence of the President, thier duties shall be performed by the Vice-President. In the event of death or disability of the President, the Vice-President shall assume the duties of the President for the remainder of their term and the BOD shall appoint a member of the Society to fill the office of the Vice-President until the next general election.

D. Secretary

The Secretary shall keep the minutes of the meetings and other official reports of the Society. The Secretary shall keep documents and papers relating to the Society in a place as shall be designated by the BOD. The Secretary shall perform such other duties as may be assigned by the BOD.

E. Treasurer

The Treasurer shall keep account of all monies received by them and deposit the same, in the name of the Society, in such bank as designated by the BOD. They shall not pay out any money of the Society except in such a manner and for such purpose as shall be authorized by motion or resolution of the BOD. The Treasurer shall not be responsible for money or funds the Society paid out or disbursed upon cheques or vouchers which have been properly signed by the Treasurer, President, or Vice-President. At each monthly meeting of the membership, they shall make a statement of the financial condition of the Society. The membership shall, by motion, approve said report, and at the Annual General Meeting of the Society the Treasurer shall submit a detailed report of the financial condition of the Society, by accountants or a financial committee designated by the BOD.

F. Events Coordinator

The Events Coordinator shall organize events and functions within the Society. The Events Coordinator shall coordinate with other societies and educational bodies. The Events Coordinator shall perform such other duties as may be designated by the BOD.

G. Branch Representative

The Branch Representative will be responsible for duties assigned by the current BOD.

Article 7 - Suspension/ Expulsion of Members

Section 1 - Grounds for Suspension or Expulsion

Indebtedness: Any member who fails to pay the annual dues within sixty days after the same shall become due and payable, or who fails to pay any other indebtedness to the Society within thirty days after a bill for the same has been rendered, will be in contravention of Article 1 Section 4, and will be dropped from the Society roster.

Conduct: Any member who conducts himself in an irresponsible manner that, in the opinion of the Society, is not in the best interests of the Society or when such actions bring discredit upon the Society, shall be subject to suspension at the discretion of the Society.

Any member who conducts themselves in an irresponsible manner during Society or other functions such that there is damages to, or potential damages to persons or property, public or private, shall be subject to suspension or expulsion at the discretion of the Society.

Section 2 - A quorum at a meeting when a motion for suspension or expulsion of a member is entertained will be 75 percent but not less than 3, of the membership present at that meeting. A two-thirds majority vote will be required for any disciplinary action to have effect.

Article 8 - Amendments to the Bylaws

Amendments to these bylaws may be made at the Annual General Meeting or at a meeting called for by a 75% vote of all members present, provided that written notice of the proposed amendments shall be submitted to the BOD and provided further, that notice of the proposed amendments shall be given to all members by the Secretary. An announcement published in the Society newsletter shall be considered sufficient notice of such proposed amendments.

The BOD may delegate the responsibility of receiving bylaws proposals to a Bylaws Chairperson appointed by the President. The Bylaws Chairperson shall receive and screen bylaws proposals for proper wording, spelling, punctuation, etc. … but shall make no judgment as to the context or validity of a proposal. The Bylaws Chairperson shall compile all proposals and submit same to the voting members no later than 2 weeks prior to the Annual General Meeting.

Article 9 - Borrowing Powers

The Society shall not exercise borrowing powers.

Article 10 - Proxy Voting

1. In the absence of any member at any meeting of the Society, a member may, by proxy in writing, appoint another member or other person as approved by the registered member to vote in place of the absent member.

2. No person shall act as a proxy for more than two (2) members.

3. A proxy shall only be used at one, specified Society meeting.

4. The format to be used for appointing a proxy shall be in the following form, or in any other form approved by the BOD:

Article 11 - Society Branches

Individuals outside of the South Island geographical region may organize to form one or more branches of the Society, provided that at least 5 individuals are included on each branch application and such application be sponsored by 2 Island Rock Crawlers Four-Wheel Drive Society members in good standing. The 2 sponsoring members may be included in the initial application.

Section 1 - Constitution and Bylaws - All branches shall comply with the Island Rock Crawlers Four-Wheel Drive Society Constitution and Bylaws in all respects.

Section 2 - Branch Locations - Branches may only be established by geographical location. Permitted locations are south island, mid-island, and north island or as unanimously approved by the Board of Directors. Mid-island includes the geographical location bordered on the south by the Malahat Summit, on the north by the northern border of Nanaimo, on the east by the Georgia Straight, and on the West by the western border of Port Alberni. North-island includes the geographical location bordered on the south by the northern border of Nanaimo, on the north by the Pacific Ocean, on the east by the Georgia Straight, and on the West by the Pacific Ocean.

Section 3 - Dues - All branch members shall pay the same dues as set at the Annual General Meeting. All dues collected shall be deposited in the Island Rock Crawlers Four-Wheel Drive Society's bank account. All branches shall have equal rights to Island Rock Crawlers Four-Wheel Drive Society funds as per Article 6, A, Sections 1-3.

Section 4 - Monthly Meetings - Monthly meetings of each branch shall be held at such a time and place as decided by branch members. Changes to the time and place of the meeting shall not be made unless notice is given to the branch members not less than two weeks before such action is taken.

Section 5 - Representative and How Elected - Each branch shall elect by vote a Representative who shall sit on the Board of Directors and be entitled to one vote on the said Board of Directors.

Each branch shall also elect by vote a back-up Representative, who shall, in the absence of the elected Representative, perform their duties. In the event of death or disability of the Representative, the back-up Representative shall assume the duties of the Representative for the remainder of their term. The branch members shall appoint a member of that branch to fill the then vacant office of the back-up Representative for the remainder of the term.