August 26, 2016 NOTICE OF THE WESN 2016 ANNUAL GENERAL MEETING DATE: Friday, September 9, 2016 TIME: Registration and doors open at 12:30pm

Lunch served (by donation) at 12:30pm Business portion of meeting begins at 1:15pm

LOCATION: West End Community Centre (870 Denman Street) Dear WESN Member, We invite you to attend the 2016 Annual General Meeting (AGM) of the West End Seniors’ Network Society (WESN) on September 9, 2016. Please remember to bring your WESN Membership Card with you as this will expedite the registration process. Enclosed please find:

The meeting agenda.

A copy of the minutes of the 2015 AGM.

A report from the Board Nominating Committee with attached biographies of Board nominees.

Documents corresponding to a special resolution to amend the Constitution and Bylaws of WESN as a consequence of the new Societies Act that comes into force on November 28, 2016.

At the meeting you will receive a copy of the WESN 2015-2016 Annual Report, including our audited financial statements for the 2015-2016 fiscal year.

PLEASE SEE OVER

Below is the text of three motions which will be presented at the meeting: Motion #1: To elect seven Board members as selected by the Board

Nominating Committee. Motion #2: To establish the WESN annual membership fee for the 2016-

2017 fiscal year at $10.00. Motion #3: To amend the Constitution and Bylaws of WESN to conform to

the new Societies Act that will come into effect on November 28, 2016.

We look forward to seeing you at the meeting on September 9. If you plan to attend, we ask that you please RSVP by emailing info@wesn.ca or calling Barclay Manor at 604-669-5051 by Friday, September 2. This will enable us to estimate attendance so we can plan for lunch. Please contact our Executive Director, Anthony Kupferschmidt (executivedirector@wesn.ca, 604-669-5051), if you have any questions regarding the AGM. Sincerely,

Angie Natingor Board Secretary Encl.

AGENDA Annual General Meeting (AGM) 2016 September 9, 2016 West End Community Centre (870 Denman St.)

NOTE: Registration and lunch begin at 12:30pm.

TIME ITEM

1:15pm Call to order

1:20pm Approval of the agenda

1:25pm Approval of 2015 AGM minutes

1:35pm Election of 2016-2017 Board members: a) Nominating Committee Report b) Nominations from the floor c) Election (if necessary)

2:00pm Motion to establish the annual membership fee for the West End Seniors’ Network Society for the 2016-2017 year at $10.00.

2:10pm Motion for a special resolution to revise Constitution and By-laws

2:20pm a) President’s Report b) Auditor’s Report

i. Presentation of audited 2015-2016 financial statements

ii. Appointment of Auditor for 2016-2017 iii. Motions arising from the Auditor’s Report

c) Executive Director’s Report

2:50pm Remembering our Members 3:00pm Special Recognitions – our funders and friends

3:05pm New Business

3:20pm Adjournment

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Minutes (Draft) - Annual General Meeting (AGM) 2015 West End Seniors’ Network Society (WESN)

September 25, 2015 West End Community Centre (870 Denman Street, Vancouver BC)

Number of members in attendance: 84 1. Call to order The 2015 WESN AGM was called to order by President Frank McCormick at 1:15pm. Mr. McCormick noted that we have met our requirements for quorum. Mr. McCormick introduced himself and the other Board members present at the meeting:

Troy Iwanik (Vice-President);

Seyed Ali Mousavi;

Bonnie Quam;

Joel Oger;

Abudi Awaysheh;

Andrea Banks (Treasurer);

Avril Sawyer;

Angie Natingor (Secretary);

Matthew Lynam.

Mr. McCormick introduced WESN Executive Director Anthony Kupferschmidt, who then introduced WESN staff members:

Jessica Smith, Manager of Programs;

Bonnie Patterson, Assistant Manager, Clothes and Collectibles (C&C);

Gordana Smocilac, Assistant Manager, C&C;

Dora Ng, Better at Home Coordinator;

Mhairi Campbell, Manager of Volunteer Resources;

Susan Moore, Manager of Support and Information Services;

Tim Bissett, Representation Agreement Outreach Program Coordinator;

Veronica Page, Housing and Elder Abuse Outreach Program Coordinator (not present);

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Mr. McCormick greeted the following guests:

Scott Ricker, Member of the City of Vancouver Seniors’ Advisory Committee;

Spencer Chandra Herbert, MLA, Vancouver-West End;

Hedy Fry, Liberal Party candidate, Vancouver Centre;

Constance Barnes, NDP candidate, Vancouver Centre (arrived late). Mr. McCormick announced that WESN memberships will be available following the AGM. 2. Approval of the agenda

Motion: To approve the agenda Moved: John Haggelund Seconded: Janet Gere Vote: Carried unanimously 3. Approval of 2014 AGM minutes

Motion: To approve the 2014 AGM minutes Moved: Esther Reimer Seconded: John Haggelund Vote: Carried unanimously 4. Election of 2015-16 Board members a) Nominating Committee report

The Nominating Committee report was presented by Vice-President Troy Iwanik.

Two members were appointed to the Board of Directors during the past year; these individuals are Abudi Awaysheh and Joel Oger.

One returning member was also nominated; this is Frank McCormick. b) Nominations from the floor

Mr. Iwanik called for any nominations from the floor.

Mr. Iwanik called a second time for any nominations from the floor.

Mr. Iwanik called a third time for any nominations from the floor. There being no nominations from the floor, Mr. Iwanik declared the nominees elected.

5. Annual membership fee Motion: To establish the WESN annual membership fee for the 2015-2016 year at $10.00. Moved: Philippa Ward

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Seconded: Sonya Baker Discussion:

One member commented that WESN membership’s low fee is reasonable and good for those on pensions.

A question was asked as to why fees are charged for some activities at Barclay Manor. Manager of Programs Jessica Smith explained that a nominal fee may be charged to provide necessary materials or supplies for a class, program or event.

Vote: Carried unanimously 6. Reports a) President’s Report

President Frank McCormick thanked WESN volunteers for providing 24,000 hours’ of their time for the organization.

Mr. McCormick thanked Past President Philip Waddell for providing him with advice. Mr. Waddell thanked everyone for his five years’ on the Board.

Mr. McCormick commented on staff changes to WESN that took place in the past year, particularly the departure in March of previous Executive Director Eric Kowalski and arrival of current Executive Director Anthony Kupferschmidt.

Mr. McCormick highlighted WESN’s high membership and strong programming, including another successful Strawberry Festival, and how WESN has spoken out about the closure of St. Paul’s Hospital.

b) Auditor’s Report:

Mr. McCormick called on auditor Gary Wozny of Tompkins, Wozny, Miller and Co. to present the 2014-15 financial statements.

Mr. Wozny provided a summary of WESN’s financial position, as per the statements available in members’ meeting packages.

Discussion:

Clarification was requested regarding the Basis for Qualified Opinion paragraph. Mr. Wozny explained that it is common practice for non-profit organizations to include this type of qualification in the financial statements.

A question was asked regarding to what “in kind” refers and how this translates into a specific dollar value. Mr. Wozny explained this is appears as a value for donated items.

Regarding the use of VanCity, it was asked if this choice was made over a bank because it is safer. Mr. Wozny answered that the choice of financial institution is the responsibility of the organization’s management, not the independent auditor.

A member asked for more details on the disbursement stream for the Kay Stovold Memorial Fund. Executive Director Anthony Kupferschmidt explained that donations can be made to the fund at any time, and that funds are not specifically designated.

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Motion: To reappoint Tomkins, Wozny, Miller and Co. as the auditors for the 2015-16

fiscal year Moved: Philippa Ward Seconded: Philip Waddell Vote: Carried unanimously.

c) Executive Director’s Report

Executive Director Anthony Kupferschmidt spoke about being a WESN member before being appointed Executive Director at the end of March 2015. This is his first AGM.

Mr. Kupferschmidt acknowledged the support of past Executive Director, Eric Kowalski, WESN staff and Board members in his transition to the role.

Key successes of WESN in the past year were highlighted, including: Programming and events at Barclay Manor attended by members; The 25th Strawberry Festival, spearheaded by staff members Jessica Smith and

Mhairi Campbell and summer student Derek Chu Better at Home, which provides light housekeeping and medical transportation

services; WESN doing its best given that demand exceeds available funding; WESN’s website redesign, led by summer student Derek Chu.

C&C had a strong year, despite some staffing challenges and the resignation of previous C&C Manager, Darlene Dranfield. Mr. Kupferschmidt acknowledged the work done by Ms. Dranfield in her time at C&C, as well as by Gordana Smocilac and Bonnie Patterson to keep things running.

Mr. Kupferschmidt updated that programs at Kay’s Place have increased to include: The Representation Agreement Outreach program, led by Tim Bissett; The Housing and Elder Abuse Outreach program, intended to increase awareness

of this issue amongst landlords and property managers, led by Veronica Page; and A counselling clinic pilot in partnership with Adler University, which operates out

of Kay’s Place on Saturdays.

Mr. Kupferschmidt highlighted other work in progress, including: The W.E. are Safe project, which raises awareness about the financial abuse of

older adults; Program to promote exercise and socialization with older adults, in partnership

with the Social Planning and Research Council of BC (SPARC BC); The Life Unlimited program, led by Mhairi Campbell, to help homebound seniors

remain independent and in their communities;

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Ongoing consultation with Providence Health Care regarding St. Paul’s Hospital; and

Forums to discuss how frail, older adults in the West End are supported.

Mr. Kupferschmidt thanked WESN funders, friends and partners for their support, and specifically acknowledged the West End Community Centre, Vancouver Board of Parks and Recreation, who controls Barclay Manor, and the City of Vancouver, who leases WESN the space in Denman Place Mall for Kay’s Place and C&C.

Mr. Kupferschmidt also thanked the Happy Hookers knitting group and WESN volunteers for their dedication to WESN.

Discussion:

A question regarding the annual Christmas luncheon was requested to be deferred to the discussion on New Business.

Further details were requested regarding funding needed for the Better at Home program. Mr. Kupferschmidt explained that WESN remains in discussions with the funder, the United Way of the Lower Mainland, who is aware of the funding challenges.

Some members commented on the challenges with the ramp at Barclay Manor. Mr. Kupferschmidt updated that he has discussed the issues and members’ accessibility needs with the Vancouver Board of Parks and Recreation, who controls Barclay Manor.

One member suggested a scanner for the computer lab, which will be considered by WESN. Other suggestions were provided regarding programming, including Scrabble, chess and an acting group.

7. Remembering our Members

Executive Director Anthony Kuperferschmidt asked for a moment of silence to remember WESN members and clients who passed away during the past year.

8. Special Recognitions: Our Funders and Friends

President Frank McCormick noted WESN funders and friends are listed in the meeting package and encouraged members to support these organizations.

9. New business

Christmas Luncheon

President Frank McCormick thanked the Westin Bayshore and the Rotary Club for their support for the WESN Christmas luncheon over the years.

Mr. McCormick updated that the Westin Bayshore is unfortunately no longer able to host or fund this event.

The hotel advised that it could provide the luncheon at the cost of $35 plus tax per person; however, this has not been budgeted for by WESN, as this development was unexpected. As well, the hotel has been sold which may also affect its ability to host WESN this year.

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Discussion:

Members expressed a willingness to pay a nominal fee to attend i.e. $10, if the Rotary Club and another sponsor were willing to co-fund members’ participation in the Christmas luncheon. There was also some discussion on how to assist members unable to afford this fee.

Venue suggestions were offered, including: the Sylvia Hotel, the Chateau Granville and the Coast Plaza Hotel.

The Blake Foundation offered a donation of $10,000 from its music royalties to assist in hosting a Christmas luncheon this year.

Comments were made about the time and effort required to adequately plan for the event, and how it may not be possible to secure a venue at this time even with the Blake Foundation’s generous donation.

One member commented that the Christmas Day event at Barclay Manor is a well-attended initiative, and encouraged WESN to continue with this type of event for the holidays regardless of what transpires with the Christmas luncheon.

The WESN Board committed to updating members on any developments moving forward.

Benches and seating along Denman Street

Some members raised the issue of seating being removed from Denman Street.

Executive Director Anthony Kupferschmidt explained that this is an issue of which WESN is aware. This has been raised at the WESN Board as well as the City of Vancouver Seniors’ Advisory Committee.

Lack of a laboratory in the West End

One member opined that a blood testing laboratory is needed in the West End.

Special presentation: Jessica Smith

Mr. Kuperferschmidt announced that today is Jessica Smith’s last day with WESN as she has accepted a position in MLA Spencer Chandra Herbert’s office.

Ms. Smith was thanked for her efforts over the past years with WESN, and provided a gift.

10. Adjournment

President Frank McCormick thanked WESN members for attending the AGM and requested a formal motion to adjourn.

Motion: To adjourn the meeting Moved: John Haggelund Seconded: Brandy MacKinnon Vote: Carried unanimously

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The meeting was adjourned at 2:42 pm.

ANNUAL GENERAL MEETING

September 9, 2016 NOMINATING COMMITTEE REPORT

WESN Board of Directors: 2016 - 2017 Nominees There are a minimum of 8 spaces and a maximum of 12 spaces on the WESN Board of Directors. Three members of the current Board of Directors were elected in 2015 for two-year terms and are not required to stand for election this year:

1. Abudi Awaysheh 2. Frank McCormick 3. Joel Oger

As per WESN bylaws, each year the Board of Directors appoints a Nominating Committee to select a proposed slate of candidates for election. The Nominating Committee interviews prospective candidates to ensure that they have the relevant background, interest in older adults and experience to cover the spectrum of skills a non-profit organization needs for prudent management. The Nominating Committee has selected for consideration and election the following individuals for the available seats on the Board of Directors for 2016-2017 (see attached bios for each of the nominees):

1. Andrea Banks* 2. Marta Filipski 3. Jane Goodridge 4. Troy Iwanik* 5. Sara Johnson* 6. Bonnie Quam* 7. Avril Sawyer*

Should more than two nominations be received from the floor, a full ballot vote will be held. Your ballot sheet will be collected at the meeting. Any nominees from the floor should be prepared to provide a brief verbal description of their interest in joining the Board of Directors and the skills they would bring to this role. Votes will be counted within one week of the meeting and a new Board member list will be posted at all three WESN sites (Barclay Manor, Kay’s Place and Clothes & Collectibles) and on the WESN website. * Incumbent running for re-election

BOARD OF DIRECTORS NOMINEE BIOS

2016 AGM

1. Andrea Banks, MBA, CISA, CPA, CGA I am an accountant and have lived in Vancouver, adjacent to the West End in Coal Harbour, for the last 11 years. Currently, I am enrolled in the Master of Arts in Applied Legal Studies at Simon Fraser University, and expect to be commissioned as a Notary Public in the next year. For the past two years, I have served as Treasurer for the West End Seniors’ Network, and occasionally have contributed an article or recipe to the WESN Newsletter. As a professional accountant, I have more than 20 years of experience as an internal auditor and finance manager. I am also the treasurer of my strata council. I continue to believe that the West End Seniors Network delivers innovative programs and important services to seniors, and am honoured to provide my expertise and time to such a worthwhile organization. 2. Marta Filipski, MPH, CPH, PMP

Marta is a Patient Services Manager in the Acute Care for Elders Unit (ACE) at Vancouver General Hospital (VCH), and prior to that she held the position of Director, Regional Lean Transformation, People and Culture, Employee Engagement at VCH. Her professional experience is focused in the health and social services industry, with a multidisciplinary background in health policy and management, human resource planning and quality improvement. She earned a B.Sc from McGill University in Immunology and Microbiology, Medical Anthropology, and she holds a Master’s in Public Health from the University of California, Berkeley, with a focus on elder health.

She has worked with a variety of non‐profit organizations, and boards, as a Project Management Instructor with the Project Management Institute’s Western Canada Chapter. She is also a volunteer with Vantage Point where she supports strategic planning for non‐profit boards and teaches courses on board succession planning.

Marta would like to serve on the West End Seniors’ Network (WESN) Board of Directors because it is in perfect alignment with her personal and professional goals; to improve the quality of life for seniors and do all that she can to ensure that they are living in safety and dignity. 3. Jane Goodridge

I was born in Brockville, Ontario and spent the first 15 years of my life moving between various military bases throughout Canada. Upon my fatherʹs retirement our family returned to the small picturesque town of Niagara‐on‐the‐Lake, Ontario. I lived there on and off throughout my adult life until my move to Vancouver 13 years ago.

For over thirty‐five years I worked for the federal government as an Investigator with Employment and Immigration and as a Customs Inspector with Canada Border Services Agency in Ontario and British Columbia. During my time with Canada Border Services Agency I also worked as a trainer at our National Training Centre in Quebec. I have been retired since 2012.

I am putting my name forward for consideration as a member of the WESN’s Board of Directors because I am at a time in my life when my grandchildren no longer require my time for after school care, and as a result I have more free time on my hands to do the things that are truly important to me. I toyed with the idea of becoming a volunteer, but there was nothing that I could think of that I would be comfortable doing. It was serendipity that I was approached by a member of the board to see if I had an interest in the position. I thought about it for about two minutes and said yes. The West End is a very special neighbourhood that goes far beyond the scenery and the weather. When I made the decision to move to Vancouver the choice was between Kitsilano and the West End; the West End was vibrant, neighbourhood people were everywhere, doing errands, walking pets or just out for a stroll. When I settled in I started doing the gardening for my building and something truly wonderful happened, everyone stopped to chat, we talked about everything, the weather, politics, our neighbourhood, bike lanes, rents, condo prices, gardens, families and a myriad of other topics. I started to notice something else, the people who stopped to talk were from all economic

backgrounds from the “recyclers” to multi‐millionaires, from kids to seniors, all ethnicities and we all talked as equals.

From time to time someone would ask if I had seen a certain person lately, they might not know the person’s name but could describe them, if I had seen them I would let them know, or they would let me know when someone was no longer part of the neighbourhood because they had moved to a care home or hospital, to live with family or they had become ill or had died; people showed a real caring and concern for their neighbours. It occurred to me that I wasn’t really living in the middle of a city but in a small town. I would very much like to be able to give something back to this fabulous neighbourhood.

Thank you for considering my nomination to the WESN Board of Directors. 4. Troy Iwanik Troy is an enigmatic board member who has delivered on several initiatives for the WESN. He worked with Andrea Banks to engineer the current employee benefits program that preserves the society’s valuable resources through lowering employee turnover due to higher employee satisfaction. Troy has volunteered at several Strawberry Festivals as well, over his current term. He brings a unique perspective from his diverse financial background. He is an Investment Advisor with Holliswealth, a division of Scotia Capital Inc. Troy has a compassionate view of seniors in the West End and understands many of the challenges they face each day. Troy studied at UBC and has wife and young son. In his free time he reads, skis and plays basketball. 5. Sara Johnson Sara moved to Vancouver’s West End in 1997 from San Francisco, California where she was raised. She is a Canadian citizen who left Toronto with her family at a young age, and she spent most of her life in Northern California and Los Angeles. Sara graduated from UCLA with a Bachelor of Arts in English Language and Literature. She has an Associate Certificate in Technical Writing from BCIT, and she has an advanced certificate in website design, programming and multi-

media. She is currently working towards certification in project management as an Agile Certified Practitioner (ACP), and is pursuing an Editing Certificate from Simon Fraser University. For the last 6 years Sara has worked in administration and education and research at Vancouver Coastal Health, in Employee Engagement’s (human resources) Clinical Education, Regional Scheduling & Timekeeping, and in Trauma Services at Vancouver General Hospital. Prior to that, she worked in membership services, advertising sales and recruitment at Life Sciences BC (formerly BC Biotech), the Downtown Vancouver Business Improvement Association (DVBIA), Intrawest, LA Weekly Newspaper, and Boston University’s School of Education. Sara has been a volunteer with Make a Wish BC/Yukon since 2005 where she is a wish family interviewer and wish grantor. She also volunteers in Vancouver Coastal Health’s One-to-One Wellness Support Program where she visits patients and individuals with limited mobility and acute physical disabilities, and she is a Director on the Board of Vancouver General Hospital’s (VGH) Thrift Store. 6. Bonnie Quam Bonnie has spent over 20 years working with Elders as a community organizer

after receiving a Traineeship in Aging from the University of Oregon. Her main

work centered on effective communication and program development at a grass

roots level. Based on her professional philosophy to actively engage and honor

local stakeholders, she developed small non-profit societies with representational

community boards.

Bonnie has extensive experience in promotion and marketing from her work as a

community activist, small business owner, and Costco. Additionally, Bonnie has

served as a board member and chair of numerous organizations. As Co-

chairperson of an environmental group in the Fraser Valley, she received a

Commemorative Medal for the 125th Anniversary of Canadian Confederation,

Government of Canada.

As part of her current role with Costco, she has 2 jobs:

Marketing Representative and

Reading Program Trainer for Western Canada.

During the last 3 years, Bonnie has had the privilege of working together with

WESN's staff and volunteers to carry out a Reading Program at Lord Roberts

Elementary. WESN volunteers receive training and work with grade 2 to 7

students over 15 weeks. The principal of Lord Roberts is so satisfied with the

wonderful tutoring of WESN volunteers that he has decided to make the program

a permanent relationship.

Bonnie acknowledges and recognizes the wonderful team of WESN volunteers--

past and present, who were so generous with their time, commitment and

expertise!

As a returning board member, Bonnie is excited about continuing to work with

staff and membership to address local issues and concerns, to help build

meaningful community relationships and continue to increase the visibility of the

mandate of WESN.

7. Avril Sawyer Avril has been on the Board of Directors since 2014. She enjoys this position and would like to continue on as a Board Member. Avril moved to the West End in 2008 and has been very active in the community during this time. She volunteers at Kay’s Place every Wednesday and will be starting Peer Counselling shortly. From 1995-1997 she took a two year course in counselling and received a certificate from Vancouver Vocational Institute. She also volunteered on the Crisis Line in Surrey for several years in the 1990’s. She has recently completed an eight week course in Housing which was held by the Senior Services Society. She was vice-president in her Strata for two years, and has been on the Strata Council for many years. She enjoys walking, swimming, and playing bridge. She and her husband are both bridge directors for the local bridge club.

Avril feels very strongly with regards to the rights of seniors, in particular, low income seniors many of whom are struggling with isolation, loneliness, affordable housing etc. Their voices need to be heard and she is hoping she can be of help in this regard.

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PROPOSED CHANGES TO THE CONSTITUTION AND BY-LAWS OF THE WEST END SENIORS’ NETWORK SOCIETY

WESN is a Society currently regulated by the Society Act of British Columbia. On November 28, 2016, a new law, the Societies Act, comes into force to replace the Society Act. Among other things, this law sets out requirements for the form and contents of the constitution and bylaws of Societies. As a consequence, the WESN Board of Directors reviewed WESN’s Constitution and By-laws, and is proposing changes to bring these documents into conformance with the new Societies Act. The changes to the Constitution and By-laws must be presented as a Special Resolution at the Annual General Meeting, and approved by 75 percent of eligible voters attending the AGM.

Constitution Amendments Required

Under the Societies Act, a society’s constitution may have only the organization’s name and purpose. WESN’s current Constitution contains additional clauses that are not permitted under the Act. To preserve them, these clauses have been moved to the By-laws (new By-laws 12.4 and 12.5.) To ensure that WESN’s purpose is understood to apply to all seniors without regard to a person’s nationality, the Board also recommends that the term “senior citizens” be amended to “seniors.” The following table sets out the required and recommended amendments, and the reasons for the changes.

Old Constitution section and wording

Amended Constitution section and wording

Reason for change

2 (a) To undertake, foster, sponsor, and promote programs for the benefit of senior citizens.

2 (a) To undertake, foster, sponsor, and promote programs for the benefit of seniors.

Clarity. WESN’s purpose applies to all seniors without regard to a person’s nationality.

2 (b) To develop, understand, and support within voluntary organizations, the community at large, government agencies, and government the needs of, and services required for, senior citizens.

2 (b) To develop, understand, and support within voluntary organizations, the community at large, government agencies, and government the needs of, and services required for, seniors.

Clarity. WESN’s purpose applies to all seniors without regard to a person’s nationality.

2 (c) To develop the principles of networking for senior citizens among all organizations, whether voluntary, private, or government, that are working for or with seniors.

2 (c) To develop the principles of networking for seniors among all organizations, whether voluntary, private, or government, that are working for or with seniors.

Clarity. WESN’s purpose applies to all seniors without regard to a person’s nationality.

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Old Constitution section and wording

Amended Constitution section and wording

Reason for change

3. The operations of the Society are to be chiefly carried out in the city of Vancouver, Province of British Columbia. This provision shall be unalterable.

Deleted To conform to Societies Act, a constitution can have only an organization’s name and purpose. Because this provision is unalterable, it was moved to By-law 12.4 to preserve it.

4. Upon the dissolution of the Society and after payment of all debts and liabilities, the remaining funds and assets of the Society shall be distributed or disposed of to such charitable organization or organizations within the Province of British Columbia as may be determined by the members at the time of winding up or dissolution, providing that any such organization shall be a charity registered by the Department of National Revenue, Taxation, and qualified as such under the provisions of the Income Tax Act from time to time in effect. This clause shall be unalterable.

Deleted To conform to Societies Act, a constitution can have only an organization’s name and purpose. Because this clause is unalterable, it was moved to By-law 12.5 to preserve it.

By-law Changes Required

While reviewing WESN’s By-laws to make sure that they followed the Societies Act’s requirements, we reworded or deleted By-laws that did not conform, or were unclear or incorrect. The following table sets out all the proposed modifications to the By-laws, and explains the reasons for the changes.

Old By-law section and wording

New By-law section and wording

Reason for change

1.1 (b) “Society Act” means the Society Act of the Province of British Columbia and all amendments to the Act.

1.1 (b) “Societies Act” means the Societies Act of the Province of British Columbia as amended from time to time.

Change of wording to reference the new Societies Act.

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Old By-law section and wording

New By-law section and wording

Reason for change

1.2 The definitions in the Society Act on the date these by-laws become effective apply to these by-laws.

1.2 The definitions in the Societies Act apply to these by-laws.

Change of wording to reference the new Societies Act

1.3 Words importing the singular include the plural and vice-versa.

Deleted Unnecessary.

1.4 The term “senior” means all persons aged 55 and older.

Deleted Unnecessary. The term “senior” is not used in the By-laws.

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

3.1 General meetings of the Society shall be held at such time and place, in accordance with the Societies Act, as the directors decide.

Change of wording to reference the new Societies Act.

3.7 The annual general meeting shall be held within six months of the end of the fiscal year of March 31st, at a place within the Province and on a date to be fixed by the board of directors. Notice shall be given in writing, in accordance with the Society Act.

3.7 The annual general meeting shall be held within six months of the end of the fiscal year of March 31st, at a place within the Province and on a date to be fixed by the board of directors. Notice shall be given in writing, in accordance with the Societies Act.

Change of wording to reference the new Societies Act.

5.15 No director shall be remunerated, directly or indirectly, for being or acting as a director, but with the prior approval by the board, a director may be reimbursed for all expenses necessarily and reasonably incurred while engaged in the affairs of the Society.

5.15 No director shall be remunerated, directly or indirectly, for being or acting as a director.

Clarity. The By-law is confusing because it covers more than one topic.

Not Applicable 5.16 A director may be reimbursed for all expenses necessarily and reasonably incurred while engaged in the affairs of the Society.

Clarity. This new By-law will allow reimbursement on a timelier basis.

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Old By-law section and wording

New By-law section and wording

Reason for change

8.6 The recording secretary, or person performing the usual duties of a secretary, shall attend all meetings of the board of directors and cause to be recorded the facts and minutes of all proceedings in the books kept for that purpose. The secretary shall give all notices required to be given to members and to directors, shall be custodian of the seal of the Society and all of the books, papers, records correspondence, contracts and other documents belonging to the Society. These records shall be delivered only when authorized by a resolution of the board of directors to do so, and to such person or persons as may be named in the resolution.

8.6 The secretary is responsible for making the necessary arrangements for the following: (a) issuing notices of general

meetings and directors’ meetings;

(b) taking minutes of general meetings and directors’ meetings;

(c) keeping the records of the Society in accordance with the Societies Act;

(d) conducting the correspondence of the Board; and

(e) filing the annual report of the Society and making any other filings with the registrar under the Act.

Clarity. Old by-law did not reflect the actual duties of the secretary. New wording adapted from Model Bylaws proposed by the government at http://www.bcregistryservices.gov.bc.ca/bcreg/societiesact/index.page.

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Old By-law section and wording

New By-law section and wording

Reason for change

8.7 The treasurer, or person performing the usual duties of a treasurer, shall keep full, accurate and timely accounts of all receipts and disbursements of the Society in proper books of account, and shall deposit all monies or other valuable effects in the name and to the credit of the Society in such bank or banks or trust company or trust companies as may from time to time be designated by the board of directors. The treasurer shall disburse the funds of the Society under the direction of the board of directors, taking proper vouchers therefore, and shall render to the board of directors at the regular meetings thereof, or whenever required, an account of all transactions as treasurer, and of the financial position of the Society.

8.7 The treasurer is responsible for making the necessary arrangements for the following: (a) receiving and banking

monies collected from the members or other sources;

(b) keeping accounting records in respect of the Society’s financial transactions;

(c) preparing the Society’s financial statements;

(d) making the Society’s filings respecting taxes; and

(e) performing other duties as may be required by the board.

Clarity. Old by-law did not reflect the actual duties of the treasurer. New wording adapted from Model Bylaws proposed by the government at http://www.bcregistryservices.gov.bc.ca/bcreg/societiesact/index.page.

8.11 Deeds, transfers, licenses, contracts and engagements on behalf of the Society shall be signed by either the president or the vice-president and by the secretary, and the secretary shall affix the seal of the Society to such instruments as require the same.

8.11 Deeds, transfers, licenses, contracts and engagements on behalf of the Society shall be signed by either the president or the vice-president and by the secretary.

Clarity. WESN does not have a seal.

6

Old By-law section and wording

New By-law section and wording

Reason for change

Part 9 – Seal 9.1 The board of 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. 9.2 The common seal shall be affixed 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 or vice-president and the secretary or treasurer.

Deleted (as a consequence, all Parts following Part 9 were renumbered.)

Clarity. WESN does not have a seal.

Part 10 – Borrowing Part 9 – Borrowing Part and all by-laws in the part renumbered due to deletion of old Part 9 – Seal.

Part 11 – Auditor Part 10 – Auditor Part and all by-laws in the part renumbered due to deletion of old Part 9 – Seal.

Part 12 – Notices to Members or Directors

Part 11 – Notices to Members or Directors

Part and all by-laws in the part renumbered due to deletion of old Part 9 – Seal.

12.2 A notice shall be deemed to have been given on the third business day following that on which the notice is dispatched by the approved methods in By-law 12.1.

11.2 A notice shall be deemed to have been given on the third business day following that on which the notice is dispatched by the approved methods in By-law 11.1.

Renumbered due to deletion of old Part 9 – Seal.

12.4 No person, other than those referred to in By-law 12.3, is entitled to receive a notice of a general meeting.

11.4 No person, other than those referred to in By-law 11.3, is entitled to receive a notice of a general meeting.

Renumbered due to deletion of old Part 9 – Seal.

Part 13 – General Part 12 – General Renumbered due to deletion of old Part 9 – Seal.

7

Old By-law section and wording

New By-law section and wording

Reason for change

13.3 A member in good standing is entitled to inspect only the following records of the Society upon the member giving seven days’ written notice to the secretary or treasurer of the Society: minutes of board and general meetings, including annual general meetings, and the Society’s monthly and annual financial statements.

Deleted To conform to Societies Act, which sets out the information available to the members and the public.

Not applicable 12.4 The operations of the Society are to be chiefly carried out in the city of Vancouver, Province of British Columbia. This provision was previously unalterable.

Moved from Constitution to conform to Societies Act.

Not applicable 12.5 Upon the dissolution of the Society and after payment of all debts and liabilities, the remaining funds and assets of the Society shall be distributed or disposed of to such charitable organization or organizations within the Province of British Columbia as may be determined by the members at the time of winding up or dissolution, providing that any such organization shall be a charity registered by the Department of National Revenue, Taxation, and qualified as such under the provisions of the Income Tax Act from time to time in effect. This provision was previously unalterable.

Moved from Constitution to conform to Societies Act.

Constitution and By-Laws of the West End Seniors’ Network Society (the “Society”)

Constitution

1. The name of the Society is the West End Seniors’ Network Society.

2. The purposes of the Society are:

(a) To undertake, foster, sponsor, and promote programs for the benefit of seniors. citizens.

(b) To develop, understand, and support within voluntary organizations, the community at large, government agencies, and government the needs of, and services required for, seniors. citizens.

(c) To develop the principles of networking for seniors citizens among all organizations, whether voluntary, private, or government, that are working for or with seniors.

(d) To provide opportunities for enrichment and personal growth for seniors.

3. The operations of the Society are to be chiefly carried out in the city of Vancouver, Province of British Columbia. This provision shall be unalterable.

4. Upon the dissolution of the Society and after payment of all debts and liabilities, the remaining funds and assets of the Society shall be distributed or disposed of to such charitable organization or organizations within the Province of British Columbia as may be determined by the members at the time of winding up or dissolution, providing that any such organization shall be a charity registered by the Department of National Revenue, Taxation, and qualified as such under the provisions of the Income Tax Act from time to time in effect. This clause shall be unalterable.

By-Laws

Part 1 – Interpretation

1.1 In these by-laws, unless the context otherwise requires:

(a) “Directors” means the directors of the Society.

(b) “Society Act” means the Society Act of the Province of British Columbia and all amendments to the Act.

(b) “Societies Act” means the Societies Act of the Province of British Columbia as amended from time to time.

(c) “Registered Address” of a member means that address as recorded in the Register of Members.

1.2 The definitions in the Society Act Societies Act on the date these by-laws become effective apply to these by-laws.

1.3 Words importing the singular include the plural and vice-versa.

1.4 The term “senior” means all persons aged 55 and older.

Part 2 – Membership

2.1 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 by-laws and, in either case, have not ceased to be members.

2.2 Membership shall be open to persons, regardless of age, who are interested in furthering the mission and the purposes of the Society. A person shall become a member by submitting to the Society an application and payment of the membership fee, subject to consideration by the board of directors. The board of directors has discretion to reject any person’s application for membership in the Society within ten business days of receipt including, but not limited to, any person whose conduct has been determined by the board of directors to be contrary to the interests of the Society. The exercise of said discretion is subject to review at any meeting of the members of the Society.

2.3 Every member shall uphold the constitution and comply with these by-laws.

2.4 There shall be four classes of membership in the Society, namely: individual, honorary, corporate, and group.

2.5 Each individual, corporate and group member shall be entitled to one vote at all meetings of members of the Society, and shall pay an annual membership fee in accordance with the by-laws of the Society.

2.6 The directors shall have the power to elect any adult person who resides within the Province of British Columbia to honorary membership in the Society, on such terms, for life or such other period and with such rights and privileges as they may by resolution determine. Honorary members shall be entitled to a voice but no vote and shall be entitled to notice of meetings of members of the Society. Honorary members shall not be required to pay any membership fees, dues or subscriptions.

2.7 Any group unincorporated or incorporated pursuant to the laws of the Province of British Columbia, or of any other province in Canada, may apply for membership as a group member in the Society by applying to the board of directors. Group members shall be entitled to one authorized representative for the group and to one vote.

2.8 The amount of the first annual membership fee shall be determined by the directors and thereafter the annual membership fee shall be determined at the annual general meeting of the Society.

2.9 A person shall cease to be a member of the Society:

(a) by delivering a resignation in writing to the secretary of the Society or by mailing or delivering it to the address of the Society;

(b) upon death or, in the case of a corporation, upon dissolution;

(c) on being expelled; or

(d) on having been a member not in good standing for a period of 30 days.

2.10 The directors shall have the power, by a vote of three-fourths of those present, to expel or suspend any member for up to one year if:

(a) the directors determine the member’s conduct to have been improper, unbecoming, or likely to endanger the interest or reputation of the Society;

(b) the member willfully commits a breach of the constitution or by-laws of the Society; or

(c) a complaint against a member, signed by ten members in good standing, is made in writing addressed to the president specifying the nature of the complaint, in which case, with and upon the advice of the executive, the complaint may be referred by the president to the directors for final resolution.

2.11 No member shall be expelled or suspended without written notice of the charge or complaint and without having first been given an opportunity to be heard by the directors at a meeting called for that purpose.

2.12 Notice to the member who is the subject of the proposed expulsion or suspension shall be made in writing, signed by the president, and sent by registered mail to the member’s Registered Address at least 14 days before the date of the hearing.

2.13 The notice shall state the date, time and place of the hearing, the reason or reasons for the proposed expulsion or suspension, and shall inform the member of the opportunity to be heard before a vote is taken by the directors.

2.14 Any member who resigns, withdraws, or is expelled from the Society shall forthwith forfeit all rights, claims and interests arising from or associated with membership in the Society.

2.15 All members are in good standing except a member who has failed to pay the membership fee for the current fiscal year or any other subscription or debt due and owed to the Society, and that person is not in good standing so long as the debt remains unpaid.

Part 3 – Meetings of Members

3.1 General meetings of the Society shall be held at such time and place, in accordance with the Society 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, when they think fit, convene an extraordinary general meeting.

3.4 Notice of a general meeting shall specify the place, the date, the hour of the meeting, and the general nature of the business to be conducted at the meeting.

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 no more than 15 months after the date of incorporation and thereafter an annual general meeting shall be held at least once in every calendar year and not more than 15 months after the adjournment of the previous annual general meeting.

3.7 The annual general meeting shall be held within six months of the end of the fiscal year of March 31st, at a place within the Province and on a date to be fixed by the board of directors. Notice shall be given in writing, in accordance with the Society Societies Act.

3.8 At every annual general meeting, in addition to any other business that may be transacted, there shall be presented the report of the president, the report of the auditors and the financial statement.

3.9 At the annual general meeting, a board of directors shall be elected, and auditors shall be appointed for the ensuing year.

Part 4 – Proceedings at Meetings

4.1 Thirty members in good standing, present in person, shall constitute a quorum at any general meeting of the Society and, in the event that a quorum is not present within 15 minutes after the time called for the meeting, the meeting shall stand adjourned to a time and place determined by the president, and quorum at any such adjourned meeting shall be those members in good standing present in person at such adjourned meeting, provided there are at least 15 such members present.

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

4.3 When a general meeting is adjourned for 10 days or more, notice of the adjourned meeting shall be given as in the case of the original meeting.

4.4 Except as provided in By-law 4.3, it is not necessary to give notice of an adjournment or of the business to be transacted at an adjourned general meeting.

4.5 Subject to By-law 4.6, the president or the vice-president or, in the absence of both, one of the other directors present, shall preside as chairperson of a general meeting.

4.6 If at a general meeting:

(a) there is no president, vice-president, or other directors present within 15 minutes after the time appointed for holding the meeting; or

(b) the president, the vice-president and all other directors are unwilling to act as a chairperson, the members present shall choose one of their number to act as chairperson.

4.7 A resolution proposed at a general meeting shall require a seconder in order to be considered.

4.8 In case of an equality of votes, the chairperson shall not have a casting or second vote in addition to the vote that individual may be entitled to as a member and the proposed resolution shall not pass.

4.9 A member in good standing present at a meeting of members is entitled to one vote.

4.10 Voting is by show of hands except where a ballot vote is requested by one or more members.

4.11 Voting by proxy is not permitted.

4.12 A corporate or group member may vote by its authorized representative, who is entitled to speak and vote, and in all other respects exercise the rights of a member, and that representative shall be deemed as a member for all purposes with respect to a meeting of the Society.

4.13 The current edition of Robert’s Rules of Order, when not inconsistent with these by-laws, shall be the reference for resolving matters of procedure not included herein.

Part 5 – Directors and Officers

5.1 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 by-laws or by statute or otherwise lawfully directed or required to be exercised or done by the Society in general meetings but subject nevertheless to:

(a) all laws affecting the Society;

(b) these by-laws and,

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

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

5.3 There shall be a minimum of eight and a maximum of twelve directors.

5.4 At the first meeting of the new board of directors following an annual general meeting, the directors shall elect officers for the ensuing year.

5.5 An officer must be a director and ceases to be an officer on ceasing to be a director.

5.6 The officers shall be a president, a vice-president, a secretary, and a treasurer, forming the executive committee.

5.7 At the first annual general meeting, and at every succeeding annual general meeting, all the officers shall retire from office but are eligible for re-election by the directors, subject to By-law 5.5.

5.8 The board of directors shall, on an annual basis, appoint a nominating committee to select a proposed slate of candidates for election to the board. Prospective directors need not be members of the Society but, once elected, all directors must become members of the Society. In addition, further nominations may be accepted from the floor at the annual general meeting. Persons wishing to stand for office shall be present at the annual general meeting or shall state in writing their willingness to be nominated for office. It is the Society’s intent that approximately 50% of the board be elected each year.

5.9 If the total number of nominees for the board exceeds the available seats on the board, there will be an election. If the number of nominees is fewer than or equal to the number of available seats on the board, then the nominees will be elected by acclamation.

5.10 Each director shall be elected to serve for a term of two years and may stand for re-election upon expiry of that term. A director may be re-elected for a total service of six consecutive years as a director. This is, to ensure continuity. A director who has served for six consecutive years may be re-nominated for the board of directors following one full year of not being a director.

5.11 The directors may at any time and from time to time appoint a person as a director to fill a vacancy on the board of directors. A director so appointed holds office only until the conclusion of the next following annual general meeting of the Society, but is eligible for re-election at the meeting.

5.12 If any member of the board of directors should resign or, without reasonable excuse, fail to attend three or more consecutive meetings of directors, or be suspended or expelled from the Society, or otherwise vacate the office, the directors shall declare this position vacant and may appoint a successor to hold office until the next annual general meeting.

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

5.14 The members may, by special resolution, remove a director before the expiration of the term of office and may elect a successor to complete the term of office.

5.15 No director shall be remunerated, directly or indirectly, for being or acting as a director, but with the prior approval by the board, a director may be reimbursed for all expenses necessarily and reasonably incurred while engaged in the affairs of the Society.

5.16 A director may be reimbursed for all expenses necessarily and reasonably incurred while engaged in the affairs of the Society.

Part 6 – Proceedings of Directors

6.1 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.

6.2 A director who is entitled to do one or both of participate in and vote at a meeting of directors or of a committee of directors may participate or vote, as the case may be,

(a) in person, or

(b) by telephone or other communications medium if all directors participating in the meeting, whether by telephone, by other communications medium or in person, are able to communicate with each other.

A director who participates in a meeting in a manner contemplated by subsection (a) or (b) is deemed for all purposes to be present at the meeting.

6.3 The quorum necessary for the transaction of business at a board meeting shall be a simple majority of 50% plus one of the current directors.

6.4 The president shall chair all meetings of the directors. If at any meeting the president is not present within 15 minutes after the time appointed for holding the meeting, the vice-president shall act as chairperson. If neither is present, the directors present may choose one of their number to chair the meeting.

6.5 The secretary, on the request of three or more directors, shall convene a meeting of directors. Directors shall have five days’ notice of a directors’ meeting or such lesser period as may be approved by the directors as being reasonable under the circumstances.

6.6 For the first meeting of directors held immediately following the appointment or election of a director(s) during an annual or other general meeting of members, or for a meeting of directors at which a director is appointed to fill a vacancy in the directors, it is not necessary to give notice of the meeting to the newly- elected or appointed director(s) if a quorum of directors is present.

6.7 A director who may be absent temporarily from Vancouver may send or deliver to the address of the Society a waiver of notice and may, at any time, withdraw the waiver. Until the waiver is withdrawn:

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

(b) any and all meetings of the directors of the society, notice of which has not been given to that director, if a quorum of the directors is present, are valid and effective.

6.8 Questions arising at any meeting of directors shall be decided by a majority of votes.

6.9 A resolution proposed at a meeting of the directors shall require a seconder in order to be considered.

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

Part 7 – Committees

7.1 The directors may delegate any, but not all, of their powers to committees as they think appropriate.

7.2 A committee so formed in the exercise of the powers so delegated 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 earliest meeting of the directors held after the act or thing has been done.

7.3 A committee shall elect a chairperson to conduct meetings but, if no chairperson is elected, or if at any meeting the chairperson is not present within 15 minutes after the time appointed for holding the meeting, the directors present who are members of the committee shall choose one of their number to chair the meeting.

7.4 The members of a committee may meet and adjourn as they think fit.

Part 8 – Duties of Officers

8.1 The duties of all officers of the Society shall be such as the terms of their engagement call for and the board of directors requires of them.

8.2 The president shall act as an overseer and advise the executive when needed.

8.3 The president shall, when present, preside at all meetings of the Society and of the board of directors. The president shall also be charged with the general management and supervision of the affairs and operations of the Society. The president, with the secretary or other officers appointed by the board for the purpose, shall sign all resolutions. During the absence or inability of the president to act, duties and powers may be exercised by the vice-president or such other director as the board may, from time to time, appoint for the purpose. The president shall be an ex-officio member of all committees appointed by the board of directors.

8.4 The vice-president shall assume the duties of the president in the absence of the latter, and shall carry out such duties as the president may request.

8.5 The vice-president shall perform all the duties of, and be subject to, the same rules as the president whenever the president shall cease to hold office, for any reason.

8.6 The recording secretary, or person performing the usual duties of a secretary, shall attend all meetings of the board of directors and cause to be recorded the facts and minutes of all proceedings in the books kept for that purpose. The secretary shall give all notices required to be given to members and to directors, shall be custodian of the seal of the Society and all of the books, papers, records correspondence, contracts and other documents belonging to the Society. These

records shall be delivered only when authorized by a resolution of the board of directors to do so, and to such person or persons as may be named in the resolution. The secretary is responsible for making the necessary arrangements for the following:

(a) issuing notices of general meetings and directors’ meetings;

(b) taking minutes of general meetings and directors’ meetings;

(c) keeping the records of the Society in accordance with the Societies Act;

(d) conducting the correspondence of the Board; and

(e) filing the annual report of the Society and making any other filings with the registrar under the Act.

8.7 The treasurer, or person performing the usual duties of a treasurer, shall keep full, accurate and timely accounts of all receipts and disbursements of the Society in proper books of account, and shall deposit all monies or other valuable effects in the name and to the credit of the Society in such bank or banks or trust company or trust companies as may from time to time be designated by the board of directors. The treasurer shall disburse the funds of the Society under the direction of the board of directors, taking proper vouchers therefore, and shall render to the board of directors at the regular meetings thereof, or whenever required, an account of all transactions as treasurer, and of the financial position of the Society. The treasurer is responsible for making the necessary arrangements for the following:

(a) receiving and banking monies collected from the members or other sources;

(b) keeping accounting records in respect of the Society’s financial transactions;

(c) preparing the Society’s financial statements;

(d) making the Society’s filings respecting taxes; and

(e) performing other duties as may be required by the board.

8.8 The offices of secretary and treasurer may be held by one person who shall be known as the secretary-treasurer.

8.9 In the absence of the secretary from a meeting, the directors shall appoint another person to act as secretary of the meeting.

8.10 The board of directors may from time to time authorize the employment of such persons as it deems necessary to carry out the objectives of the Society, and such employees shall have such authority and shall perform such duties as from time to time may be prescribed by the board.

8.11 Deeds, transfers, licenses, contracts and engagements on behalf of the Society shall be signed by either the president or the vice-president and by the secretary, and the secretary shall affix the seal of the Society to such instruments as require the same.

8.12 With the approval of the board, contracts in the ordinary course of the Society’s operations may be entered into on behalf of the Society by the treasurer or any person authorized by the board of directors.

8.13 All cheques, bills of exchange or other orders for the payment of money and notes or other evidences of indebtedness as issued in the name of the Society shall be signed by such person or persons as shall be determined from time to time by resolutions of the board of directors.

8.14 Agents and employees shall be subject to removal from employment by the board of directors at any time for cause or with reasonable notice to the person so removed.

Part 9 – Seal

9.1 The board of 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.

9.2 The common seal shall be affixed 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 or vice-president and the secretary or treasurer.

Part 910 – Borrowing

9.1 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 as they decide, in particular, but without limiting the generality of the foregoing, by the issue of debentures.

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

9.3 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 1011 – Auditor

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

10.2 At each annual general meeting, the Society shall appoint an auditor to hold office until the close of the next annual general meeting, and if at that meeting an appointment is not made, the auditor in office continues as auditor until a successor is appointed.

10.3 An auditor may be removed by ordinary resolution.

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

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

10.6 Every auditor of the Society shall have a right of access at all times to all records, documents, books, accounts and vouchers of the Society, and shall be entitled to require from directors, officers and employees of the Society such information and explanation as may be necessary for the performance of the duties of the auditor.

10.7 The auditor of the Society shall be entitled to attend any meeting of the members of the Society at which any accounts that have been examined or reported on by the auditor are to be laid before the members, for the purpose of making any statement or explanation the auditor thinks is appropriate with respect to the accounts.

Part 1112 – Notices to Members or Directors

11.1 A notice shall be given to any member or director personally or by mail, email or courier to the member or director at his or her Registered Address.

11.2 A notice shall be deemed to have been given on the third business day following that on which the notice is dispatched by the approved methods in By-law 11.1 12.1.

11.3 Notice of a general meeting shall be given no less than 14 days in advance of the meeting date to:

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

(b) The auditor.

11.4 No person, other than those referred to in By-law 11.3 12.3, is entitled to receive a notice of a general meeting.

Part 1213 – General

12.1 On being admitted to membership, a member is entitled to, and the Society shall supply to that member at no cost, a copy of the constitution and by-laws of the Society.

12.2 The constitution and by-laws of the Society shall not be altered except by special resolution passed at a meeting of members by a majority of no less than three-quarters of those present and eligible to vote.

12.3 A member in good standing is entitled to inspect only the following records of the Society upon the member giving seven days’ written notice to the secretary or treasurer of the Society: minutes of board and general meetings, including annual general meetings, and the Society’s monthly and annual financial statements.

12.3 Unless otherwise provided by the board of directors, the fiscal year of the Society shall terminate on the 31st day of March in each year.

12.4 The operations of the Society are to be chiefly carried out in the city of Vancouver, Province of British Columbia. This provision shall be was previously unalterable.

12.5 Upon the dissolution of the Society and after payment of all debts and liabilities, the remaining funds and assets of the Society shall be distributed or disposed of to such charitable organization or organizations within the Province of British Columbia as may be determined by the members at the time of winding up or dissolution, providing that any such organization shall be a charity registered by the Department of National Revenue, Taxation, and qualified as such under the provisions of the Income Tax Act from time to time in effect. This clause shall be was previously unalterable.

Constitution and By-Laws of the West End Seniors’ Network Society (the “Society”)

Constitution

1. The name of the Society is the West End Seniors’ Network Society.

2. The purposes of the Society are:

(a) To undertake, foster, sponsor, and promote programs for the benefit of seniors.

(b) To develop, understand, and support within voluntary organizations, the community at large, government agencies, and government the needs of, and services required for, seniors.

(c) To develop the principles of networking for seniors among all organizations, whether voluntary, private, or government, that are working for or with seniors.

(d) To provide opportunities for enrichment and personal growth for seniors.

By-Laws

Part 1 – Interpretation

1.1 In these by-laws, unless the context otherwise requires:

(a) “Directors” means the directors of the Society.

(b) “Societies Act” means the Societies Act of the Province of British Columbia as amended from time to time.

(c) “Registered Address” of a member means that address as recorded in the Register of Members.

1.2 The definitions in the Societies Act apply to these by-laws.

Part 2 – Membership

2.1 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 by-laws and, in either case, have not ceased to be members.

2.2 Membership shall be open to persons, regardless of age, who are interested in furthering the mission and the purposes of the Society. A person shall become a member by submitting to the Society an application and payment of the membership fee, subject to consideration by the board of directors. The board of directors has discretion to reject any person’s application for membership in the Society within ten business days of receipt including, but not limited to, any person whose conduct has been determined by the board of directors to be contrary to the interests of the Society. The exercise of said discretion is subject to review at any meeting of the members of the Society.

2.3 Every member shall uphold the constitution and comply with these by-laws.

2.4 There shall be four classes of membership in the Society, namely: individual, honorary, corporate, and group.

2.5 Each individual, corporate and group member shall be entitled to one vote at all meetings of members of the Society, and shall pay an annual membership fee in accordance with the by-laws of the Society.

2.6 The directors shall have the power to elect any adult person who resides within the Province of British Columbia to honorary membership in the Society, on such terms, for life or such other period and with such rights and privileges as they may by resolution determine. Honorary members shall be entitled to a voice but no vote and shall be entitled to notice of meetings of members of the Society. Honorary members shall not be required to pay any membership fees, dues or subscriptions.

2.7 Any group unincorporated or incorporated pursuant to the laws of the Province of British Columbia, or of any other province in Canada, may apply for membership as a group member in the Society by applying to the board of directors. Group members shall be entitled to one authorized representative for the group and to one vote.

2.8 The amount of the first annual membership fee shall be determined by the directors and thereafter the annual membership fee shall be determined at the annual general meeting of the Society.

2.9 A person shall cease to be a member of the Society:

(a) by delivering a resignation in writing to the secretary of the Society or by mailing or delivering it to the address of the Society;

(b) upon death or, in the case of a corporation, upon dissolution;

(c) on being expelled; or

(d) on having been a member not in good standing for a period of 30 days.

2.10 The directors shall have the power, by a vote of three-fourths of those present, to expel or suspend any member for up to one year if:

(a) the directors determine the member’s conduct to have been improper, unbecoming, or likely to endanger the interest or reputation of the Society;

(b) the member willfully commits a breach of the constitution or by-laws of the Society; or

(c) a complaint against a member, signed by ten members in good standing, is made in writing addressed to the president specifying the nature of the complaint, in which case, with and upon the advice of the executive, the complaint may be referred by the president to the directors for final resolution.

2.11 No member shall be expelled or suspended without written notice of the charge or complaint and without having first been given an opportunity to be heard by the directors at a meeting called for that purpose.

2.12 Notice to the member who is the subject of the proposed expulsion or suspension shall be made in writing, signed by the president, and sent by registered mail to the member’s Registered Address at least 14 days before the date of the hearing.

2.13 The notice shall state the date, time and place of the hearing, the reason or reasons for the proposed expulsion or suspension, and shall inform the member of the opportunity to be heard before a vote is taken by the directors.

2.14 Any member who resigns, withdraws, or is expelled from the Society shall forthwith forfeit all rights, claims and interests arising from or associated with membership in the Society.

2.15 All members are in good standing except a member who has failed to pay the membership fee for the current fiscal year or any other subscription or debt due and owed to the Society, and that person is not in good standing so long as the debt remains unpaid.

Part 3 – Meetings of Members

3.1 General meetings of the Society shall be held at such time and place, 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, when they think fit, convene an extraordinary general meeting.

3.4 Notice of a general meeting shall specify the place, the date, the hour of the meeting, and the general nature of the business to be conducted at the meeting.

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 no more than 15 months after the date of incorporation and thereafter an annual general meeting shall be held at least once in every calendar year and not more than 15 months after the adjournment of the previous annual general meeting.

3.7 The annual general meeting shall be held within six months of the end of the fiscal year of March 31st, at a place within the Province and on a date to be fixed by the board of directors. Notice shall be given in writing, in accordance with the Societies Act.

3.8 At every annual general meeting, in addition to any other business that may be transacted, there shall be presented the report of the president, the report of the auditors and the financial statement.

3.9 At the annual general meeting, a board of directors shall be elected, and auditors shall be appointed for the ensuing year.

Part 4 – Proceedings at Meetings

4.1 Thirty members in good standing, present in person, shall constitute a quorum at any general meeting of the Society and, in the event that a quorum is not present within 15 minutes after the time called for the meeting, the meeting shall stand adjourned to a time and place determined by the president, and quorum at any such adjourned meeting shall be those members in good standing present in person at such adjourned meeting, provided there are at least 15 such members present.

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

4.3 When a general meeting is adjourned for 10 days or more, notice of the adjourned meeting shall be given as in the case of the original meeting.

4.4 Except as provided in By-law 4.3, it is not necessary to give notice of an adjournment or of the business to be transacted at an adjourned general meeting.

4.5 Subject to By-law 4.6, the president or the vice-president or, in the absence of both, one of the other directors present, shall preside as chairperson of a general meeting.

4.6 If at a general meeting:

(a) there is no president, vice-president, or other directors present within 15 minutes after the time appointed for holding the meeting; or

(b) the president, the vice-president and all other directors are unwilling to act as a chairperson, the members present shall choose one of their number to act as chairperson.

4.7 A resolution proposed at a general meeting shall require a seconder in order to be considered.

4.8 In case of an equality of votes, the chairperson shall not have a casting or second vote in addition to the vote that individual may be entitled to as a member and the proposed resolution shall not pass.

4.9 A member in good standing present at a meeting of members is entitled to one vote.

4.10 Voting is by show of hands except where a ballot vote is requested by one or more members.

4.11 Voting by proxy is not permitted.

4.12 A corporate or group member may vote by its authorized representative, who is entitled to speak and vote, and in all other respects exercise the rights of a

member, and that representative shall be deemed as a member for all purposes with respect to a meeting of the Society.

4.13 The current edition of Robert’s Rules of Order, when not inconsistent with these by-laws, shall be the reference for resolving matters of procedure not included herein.

Part 5 – Directors and Officers

5.1 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 by-laws or by statute or otherwise lawfully directed or required to be exercised or done by the Society in general meetings but subject nevertheless to:

(a) all laws affecting the Society;

(b) these by-laws and,

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

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

5.3 There shall be a minimum of eight and a maximum of twelve directors.

5.4 At the first meeting of the new board of directors following an annual general meeting, the directors shall elect officers for the ensuing year.

5.5 An officer must be a director and ceases to be an officer on ceasing to be a director.

5.6 The officers shall be a president, a vice-president, a secretary, and a treasurer, forming the executive committee.

5.7 At the first annual general meeting, and at every succeeding annual general meeting, all the officers shall retire from office but are eligible for re-election by the directors, subject to By-law 5.5.

5.8 The board of directors shall, on an annual basis, appoint a nominating committee to select a proposed slate of candidates for election to the board. Prospective directors need not be members of the Society but, once elected, all directors must become members of the Society. In addition, further nominations may be accepted from the floor at the annual general meeting. Persons wishing to stand for office shall be present at the annual general meeting or shall state in writing their willingness to be nominated for office. It is the Society’s intent that approximately 50% of the board be elected each year.

5.9 If the total number of nominees for the board exceeds the available seats on the board, there will be an election. If the number of nominees is fewer than or equal to the number of available seats on the board, then the nominees will be elected by acclamation.

5.10 Each director shall be elected to serve for a term of two years and may stand for re-election upon expiry of that term. A director may be re-elected for a total service of six consecutive years as a director. This is, to ensure continuity. A director who has served for six consecutive years may be re-nominated for the board of directors following one full year of not being a director.

5.11 The directors may at any time and from time to time appoint a person as a director to fill a vacancy on the board of directors. A director so appointed holds office only until the conclusion of the next following annual general meeting of the Society, but is eligible for re-election at the meeting.

5.12 If any member of the board of directors should resign or, without reasonable excuse, fail to attend three or more consecutive meetings of directors, or be suspended or expelled from the Society, or otherwise vacate the office, the directors shall declare this position vacant and may appoint a successor to hold office until the next annual general meeting.

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

5.14 The members may, by special resolution, remove a director before the expiration of the term of office and may elect a successor to complete the term of office.

5.15 No director shall be remunerated, directly or indirectly, for being or acting as a director.

5.16 A director may be reimbursed for all expenses necessarily and reasonably incurred while engaged in the affairs of the Society.

Part 6 – Proceedings of Directors

6.1 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.

6.2 A director who is entitled to do one or both of participate in and vote at a meeting of directors or of a committee of directors may participate or vote, as the case may be,

(a) in person, or

(b) by telephone or other communications medium if all directors participating in the meeting, whether by telephone, by other communications medium or in person, are able to communicate with each other.

A director who participates in a meeting in a manner contemplated by subsection (a) or (b) is deemed for all purposes to be present at the meeting.

6.3 The quorum necessary for the transaction of business at a board meeting shall be a simple majority of 50% plus one of the current directors.

6.4 The president shall chair all meetings of the directors. If at any meeting the president is not present within 15 minutes after the time appointed for holding the meeting, the vice-president shall act as chairperson. If neither is present, the directors present may choose one of their number to chair the meeting.

6.5 The secretary, on the request of three or more directors, shall convene a meeting of directors. Directors shall have five days’ notice of a directors’ meeting or such lesser period as may be approved by the directors as being reasonable under the circumstances.

6.6 For the first meeting of directors held immediately following the appointment or election of a director(s) during an annual or other general meeting of members, or for a meeting of directors at which a director is appointed to fill a vacancy in the directors, it is not necessary to give notice of the meeting to the newly- elected or appointed director(s) if a quorum of directors is present.

6.7 A director who may be absent temporarily from Vancouver may send or deliver to the address of the Society a waiver of notice and may, at any time, withdraw the waiver. Until the waiver is withdrawn:

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

(b) any and all meetings of the directors of the society, notice of which has not been given to that director, if a quorum of the directors is present, are valid and effective.

6.8 Questions arising at any meeting of directors shall be decided by a majority of votes.

6.9 A resolution proposed at a meeting of the directors shall require a seconder in order to be considered.

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

Part 7 – Committees

7.1 The directors may delegate any, but not all, of their powers to committees as they think appropriate.

7.2 A committee so formed in the exercise of the powers so delegated 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 earliest meeting of the directors held after the act or thing has been done.

7.3 A committee shall elect a chairperson to conduct meetings but, if no chairperson is elected, or if at any meeting the chairperson is not present within 15 minutes after the time appointed for holding the meeting, the directors present who are members of the committee shall choose one of their number to chair the meeting.

7.4 The members of a committee may meet and adjourn as they think fit.

Part 8 – Duties of Officers

8.1 The duties of all officers of the Society shall be such as the terms of their engagement call for and the board of directors requires of them.

8.2 The president shall act as an overseer and advise the executive when needed.

8.3 The president shall, when present, preside at all meetings of the Society and of the board of directors. The president shall also be charged with the general management and supervision of the affairs and operations of the Society. The president, with the secretary or other officers appointed by the board for the purpose, shall sign all resolutions. During the absence or inability of the president to act, duties and powers may be exercised by the vice-president or such other director as the board may, from time to time, appoint for the purpose. The president shall be an ex-officio member of all committees appointed by the board of directors.

8.4 The vice-president shall assume the duties of the president in the absence of the latter, and shall carry out such duties as the president may request.

8.5 The vice-president shall perform all the duties of, and be subject to, the same rules as the president whenever the president shall cease to hold office, for any reason.

8.6 The secretary is responsible for making the necessary arrangements for the following:

(a) issuing notices of general meetings and directors’ meetings;

(b) taking minutes of general meetings and directors’ meetings;

(c) keeping the records of the Society in accordance with the Societies Act;

(d) conducting the correspondence of the Board; and

(e) filing the annual report of the Society and making any other filings with the registrar under the Act.

8.7 The treasurer is responsible for making the necessary arrangements for the following:

(a) receiving and banking monies collected from the members or other sources;

(b) keeping accounting records in respect of the Society’s financial transactions;

(c) preparing the Society’s financial statements;

(d) making the Society’s filings respecting taxes; and

(e) performing other duties as may be required by the board.

8.8 The offices of secretary and treasurer may be held by one person who shall be known as the secretary-treasurer.

8.9 In the absence of the secretary from a meeting, the directors shall appoint another person to act as secretary of the meeting.

8.10 The board of directors may from time to time authorize the employment of such persons as it deems necessary to carry out the objectives of the Society, and such employees shall have such authority and shall perform such duties as from time to time may be prescribed by the board.

8.11 Deeds, transfers, licenses, contracts and engagements on behalf of the Society shall be signed by either the president or the vice-president and by the secretary.

8.12 With the approval of the board, contracts in the ordinary course of the Society’s operations may be entered into on behalf of the Society by the treasurer or any person authorized by the board of directors.

8.13 All cheques, bills of exchange or other orders for the payment of money and notes or other evidences of indebtedness as issued in the name of the Society shall be signed by such person or persons as shall be determined from time to time by resolutions of the board of directors.

8.14 Agents and employees shall be subject to removal from employment by the board of directors at any time for cause or with reasonable notice to the person so removed.

Part 9 – Borrowing

9.1 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 as they decide, in particular, but without limiting the generality of the foregoing, by the issue of debentures.

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

9.3 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

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

10.2 At each annual general meeting, the Society shall appoint an auditor to hold office until the close of the next annual general meeting, and if at that meeting an appointment is not made, the auditor in office continues as auditor until a successor is appointed.

10.3 An auditor may be removed by ordinary resolution.

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

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

10.6 Every auditor of the Society shall have a right of access at all times to all records, documents, books, accounts and vouchers of the Society, and shall be entitled to require from directors, officers and employees of the Society such information and explanation as may be necessary for the performance of the duties of the auditor.

10.7 The auditor of the Society shall be entitled to attend any meeting of the members of the Society at which any accounts that have been examined or reported on by the auditor are to be laid before the members, for the purpose of making any statement or explanation the auditor thinks is appropriate with respect to the accounts.

Part 11 – Notices to Members or Directors

11.1 A notice shall be given to any member or director personally or by mail, email or courier to the member or director at his or her Registered Address.

11.2 A notice shall be deemed to have been given on the third business day following that on which the notice is dispatched by the approved methods in By-law 11.1.

11.3 Notice of a general meeting shall be given no less than 14 days in advance of the meeting date to:

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

(b) The auditor.

11.4 No person, other than those referred to in By-law 11.3, is entitled to receive a notice of a general meeting.

Part 12 – General

12.1 On being admitted to membership, a member is entitled to, and the Society shall supply to that member at no cost, a copy of the constitution and by-laws of the Society.

12.2 The constitution and by-laws of the Society shall not be altered except by special resolution passed at a meeting of members by a majority of no less than three-quarters of those present and eligible to vote.

12.3 Unless otherwise provided by the board of directors, the fiscal year of the Society shall terminate on the 31st day of March in each year.

12.4 The operations of the Society are to be chiefly carried out in the city of Vancouver, Province of British Columbia. This provision was previously unalterable.

12.5 Upon the dissolution of the Society and after payment of all debts and liabilities, the remaining funds and assets of the Society shall be distributed or disposed of to such charitable organization or organizations within the Province of British Columbia as may be determined by the members at the time of winding up or

dissolution, providing that any such organization shall be a charity registered by the Department of National Revenue, Taxation, and qualified as such under the provisions of the Income Tax Act from time to time in effect. This clause was previously unalterable.