SBC Bylaws
SCANDINAVIAN BUSINESS CLUB OF BRITISH COLUMBIA
BYLAWS
SECTION 1: The Scandinavian Business Club is a non-profit and non-reporting society.
This provision was previously unalterable.
SECTION 2: MEMBERSHIP
1. Membership is exclusive, and always at the discretion of the Board.
2. There shall be three (3) classes of members:
a. Active
b. Honorary
c. Supporting
3. The number of active memberships may be restricted by an extraordinary resolution,
should 75% of the membership so decide.
4. A person proposed for active membership shall be of good moral character and enjoy a
good business and professional reputation.
5. Honorary membership may be conferred on those members, who have distinguished
themselves in any line of endeavour, on behalf of the Scandinavian Business Club, at the
discretion of the Board.
The annual membership fee for Honorary members will be covered by the Scandinavian
Business Club.
6.
Supporting membership may be granted by the Board, to members who have moved
away from greater Vancouver and who can only attend an occasional meeting.
Such members do have the right to vote; however, cannot hold an executive position.
Annual fees are determined at the A.G.M.
7.
Admission to Active membership may be by:
a. Invitation
b. Recommendation, or
c. Unsolicited approach
In all cases, the Board will decide on the basis of Scandinavian Business Club application
forms, properly filled in, and where applicable signed by a member in good standing.
The final decision will be made at a regular Board meeting and conveyed to the applicant
shortly thereafter. Decision is final.
8.
New, active members are expected to pay their annual dues upon acceptance, and latest
at the first meeting they attend.
Page 1 | 6In the event that the annual dues are not paid in a timely manner, the Board has the right
to withdraw membership.
New members will be recognized at their first meeting and are generally expected to make
a brief introduction, at that time.
9. A member in good standing may advise the Board in writing of his / her desire to resign
from the Club, and such resignation becomes effective immediately. Any Scandinavian
Business Club property must be returned immediately.
10. The Board may terminate members, who are not paying their annual dues in a timely
manner, or who do not abide by the Constitution and By-laws of the Scandinavian
Business Club.
SECTION 3:
1.
ELECTION OF OFFICERS, ANNUAL AND GENERAL MEETINGS
The Board must consist of at least six members and preferably more; if possible with at
least one member from each national group.
The Board shall consist of:
a. President
b. Vice-President
c. Secretary
d. Asst. Secretary
e. Treasurer
f. Asst. Treasurer
Directors at large may be appointed, for specific tasks.
The President will be nominated for said position by the membership at the A.G.M.,
whereas other Board candidates will be nominated as Directors, and responsibilities will
be decided by the Board, at its first meeting.
Past President(s) and immediate Past President and other ex-officio may be included in
the Board, at the discretion of the current President.
2.
Term(s) of office shall be:
The term of office shall be two (2) years, and in order to ensure continuity of the business
of the Club, three (3) Directors are to be elected in one year, and three (3).
3.
The Annual General Meeting shall be held during the month of February of each year.
Election of Officers shall take place at the A.G.M. If necessary, during the year, the Board
can present a new, potential Director at one of the regular meetings, and obtain the
required approval.
Page 2 | 64.
Quorum:
One third (1/3rd) of the Members in good standing shall constitute a quorum at the A.G.M.
A minimum of four (4) Directors will constitute a quorum, at the Executive Board meetings.
One third (1/3rd) of the Members in good standing shall constitute a quorum at a regular
membership meeting.
5.
Nominations:
At least one month prior to the A.G.M., the Board shall appoint a nominating committee,
consisting of at least one member from each national group, if possible, for the purpose of
contacting and/or inviting potential candidates for the positions, which are up for election.
At the A.G.M., nominations may be made from the floor.
6.
Regular Membership Meetings:
With the exception of the months of July and August, a regular meeting will be held on the
second Wednesday in the month.
A regular membership meeting may be replaced by a special event, such as the annual
Christmas Party, an auction or other special banquet.
SECTION 4:
1.
MEMBERSHIP DUES
The Membership fees shall be determined at the A.G.M. and are due and payable during
the month of January in each year.
A new member joining the Scandinavian Business Club after July 1st, will pay 60% for
remainder of that year.
SECTION 5:
AMENDMENTS. PROCEDURES AND MISCELLANEOUS
1. This Constitution may be amended at the A.G.M. or at an extraordinary membership
meeting by a three-fourth (3/4) vote of all members present and a majority of the total
membership, and provided that thirty days (30) notice of the resolution is given by the
Board, to the Members.
2. Any matter brought before the Scandinavian Business Club in a general membership
meeting, which involves the expenditure of money or affects the general policy of the Club
shall be referred to the Board for its recommendation before a final vote is taken.
3. The proceedings of the meetings of the Scandinavian Business Club shall be conducted
in accordance with Robert's Rules of Order.
4. Voting Procedures:
a.
Voting by the membership at ordinary and extraordinary general membership
meetings on all matters, excluding proposed changes to the Constitution and
Page 3 | 6Election to the Board shall be by show of hands, provided a quorum is established
and is then decided by a simple majority vote, of members present.
b. Voting at the A.G.M. on nominated candidates for the Board is by simple majority, of
members present.
c. Voting can be done in person, by secret ballot, or by fax, email or mail, from
absentee members in good standing, duly notified about the vote. Such absentee
votes must be received latest by the date of the vote.
Any proposed change to the Constitution and Bylaws requires a three-fourth (3/4)
vote of all members present, and a majority of the total membership in favour
(simple majority).
d.
Voting by proxy is not allowed.
SECTION 6:
TERMINATION
The Scandinavian Business Club may wind up its operation and affairs by a resolution
from the Board and approved by three-fourth (3/4) of the membership.
Upon winding up the business of the Scandinavian Business Club, any assets remaining
are to be equally divided to benefit the existing rest homes of: Denmark, Finland, Iceland,
Norway and Sweden, within the Greater Vancouver area.
SECTION 7:
1.
OFFICERS
The President shall preside at all meetings of the Club, and of the Directors whenever
possible.
The President is the chief executive officer of the Club and shall supervise the other
Directors in the execution of their duties. The President is an ex-officio member of any
committee and is to oversee that the various functions of the Club operate in accordance
with the statute and its intent, and always in the best interest of the Club. Various
functions may be delegated to the Vice-President, and other Directors.
2. In the absence of the President, the Vice-President is to carry out the duties of the
President, as delegated.
3. The Secretary shall conduct the correspondence of the Club, and issue notices of
meetings; also keep minutes of all meetings of the Club, and Directors. Also have custody
of all records and documents of the Club, except those kept by the Treasurer. Have
custody of the common seal of the Club and maintain the Members list. The Secretary can
also be called upon to report on membership statistics and other related matters.
4. The Assistant Secretary is responsible for immediately acting as a substitute for the
Secretary, if called upon to do so, and to otherwise perform the functions delegated by the
President and the Secretary.
Page 4 | 65. The Treasurer shall keep the financial records, including books of accounts necessary to
comply with the Society Act, and submit financial statements when required.
6. The Assistant Treasurer is responsible for immediately acting as a substitute for the
Treasurer, if called upon to do so, and to otherwise perform the functions delegated from
the President and the Treasurer.
7. Any Immediate Past President and also any Ex-Officio Director, who must be a member,
serving on a previous Board, may, at the discretion of the President, attend Board
meetings, render advice and perform duties as delegated.
SECTION 8:
COMMITTEES
1. All committees are appointed by the Board, and the term of each committee is identical
with the term of office of the incumbent President.
2. The Nominating Committee is appointed by the President, or the Board, and is a
reporting link to the Board. The mandate is to recruit members for nomination to
directorship. Ideally their report will be submitted to the Board no later than three weeks
prior to the A.G.M.
3. The Welcome and Membership Drive Committee is to consist of three members of the
Club, with at least one from the Board. It is appointed by the President, or the Board, and
is a reporting link to the Board. Their two mandates are to ensure that all members and, in
particular, new members, feel welcome at Club functions and to establish and carry out
membership drive initiatives.
4. The Telephone Committee is to consist of three or more members of the Club, with at
least one from the Board. It is appointed by the President, or the Board, and is a reporting
link to the Board. The mandate is to reach each Club member, in advance of a meeting or
function, promote the event and make every possible effort to secure their commitment to
attend.
5. The Membership Directory Committee is to consist of three or more members of the
Club, with at least one from the Board. It is appointed by the President, or the Board, and
is a reporting link to the Board. The mandates are to maintain up-to-date records of all
members, prepare and issue a directory from time to time, and maintain and update the
Scandinavian Business Club webpage.
6. The Mailing Committee is to consist of one or two members of the Club, appointed by the
President or the Board, and from the Board. The mandate is to publish and circulate to all
members regular newsletters, by mail or email.
7. The Historian and Library Committee is to consist of two or more members of the Club,
with at least one from the Board. It is to collect data and records of the Club, including
pictures and memorabilia, and maintain such in appropriate files; also, to compile some
portable displays.
8. Other ad-hoc committees may be established, as required.
Page 5 | 6SECTION 9:
MISCELLANEOUS
1. Education Award: The Scandinavian Business Club has established, and shall maintain
and develop, a fund for the purpose of an annual education award. Generally, the award
is in the amount of C$ 1000, however the Board may from time to time decide to hand out
more than one award in the same year and has the discretion to do so, and to vary the
amounts to accomplish this. Qualified applicant(s} must be offspring or dependent(s) of a
member in good standing, and their applications will be reviewed by the Board. The
candidate(s) must be enrolled in a study with a college, or university, and be in need of
financial support towards their studies.
2. The Source of the Education Award Fund can be from either donations made to the Club
for this express purpose, or from the proceeds of raffles or auctions. However derived, the
amount(s) will come out of the Club's general account, as allocated by the Board.
3. Financial Matters are to be handled by the Treasurer, in consultation with the other
Executives. A general account is operated for the purpose of regular transactions. Any
short-term investments must not put the monies invested at risk, and these funds must be
accessible at short notice, should the need arise.
4. These Bylaws of the Scandinavian Business Club may be rescinded or amended or new
bylaws may be enacted at any regular business meeting of the Club. Members must be
notified at least one week prior to the meeting where the vote will be held, in writing by
mail or email. In order to carry, three-fourths (3/4) of the members (in good standing)
present and a simple majority overall, must vote in favour.
EOD
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