These bylaws, to be presented to the Asscoiates’ AGM in May 2004, contain previously approved amendments made in 2000, 2002, and 2003. These bylaws replace those dated 1992.

THE BY-LAWS OF

SORRENTO CENTRE

ANGLICAN CHURCH OF CANADA

PART 1 – INTERPRETATION 1.1 In these bylaws, unless the context otherwise requires,

(a) “Associate” means an individual who has been admitted to the membership of the Society in accordance with these bylaws and has the same meaning, mutatis mutandi, as the term “member” as used in the Society Act.

(b) “Board” means the Board of Directors of the Society. (c) “Directors” means the persons elected or appointed, from time to time, to

act as the governing body of the Society. (d) “ordinary resolution” means a resolution passed at a general meeting of

the associates of the Society by a simple majority of the votes cast by those associates who are present and entitled to vote at such meeting in person.

(e) “Society” means Sorrento Centre, Anglican Church of Canada. (f) “Society Act” means the Society Act (British Columbia) from time to time

in force and all amendments to it. (g) “special resolution” means a resolution passed at a general meeting of the

associates of the Society, of which notice has been given of the intention to propose the resolution as a special resolution, by a majority of not less than 75% if those votes cast by those associates who are present and entitled to vote at such meeting.

1.2 Words importing the singular include the plural and vice versa; and words

importing a male person include a female person and a corporation. PART 2 – MEMBERSHIP 2.1 Membership in the Society is open to all persons, upon payment of such initial

fees. 2.2 All associates are in good standing except an associate who has failed to pay his

or her current annual membership or any other subscription or debt due and owing by him or her to the Society, and he or she is not in good standing so long as the debt remains unpaid.

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2.3 Every associate shall uphold the constitution and comply with these bylaws. 2.4 There shall be such classes of fee-paying memberships as the Society may

create from time to time by ordinary resolution at a general meeting of the associates. The Directors will determine the actual dues, if any, to be paid by associates of the Society.

2.5 New associates of the Society may be admitted upon payment of such initial

membership fees and such annual membership fees as shall be established by the Society in accordance with these bylaws.

2.6 A person shall cease to be an associate:

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

(b) on the death of the associate, or in the case of a corporation or society on dissolution, or

(c) on being expelled, or (d) on having been an associate not in good standing for two consecutive

months. 2.7 An associate may be expelled by a special resolution of the associates passed at

a general meeting. 2.8 A brief statement of the reason or reasons for the proposed expulsion shall

accompany the notice of a special resolution for expulsion. 2.9 The person who is subject to the proposed resolution for expulsion shall be given

an opportunity to be heard at the general meeting before the special resolution is put to a vote.

2.10 The Secretary shall maintain a roster of the associates of the Society, which shall

include the name and current address of each associate, the date membership commenced and any other information which the Directors or the Secretary deem appropriate.

PART 3 – ORGANISATION – DIRECTORS AND OFFICERS 3.1 The Board of Directors of the Society shall consist of thirteen (13) persons

appointed or elected as follows:

(a) three (3) persons appointed by the House of Bishops of British Columbia; (b) two (2) persons appointed by the sitting Alberta Diocesan Bishops; (c) one (1) person appointed by the Metropolitan of British Columbia and the

Yukon;

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(d) five (5) associates of the Society shall be elected by the Associates of the Society from its Annual General Meeting;

(e) two (2) youth members, one (1) each from British Columbia and Alberta, who shall be appointed by the Anglican Provincial Youth authority for each of those respective Provinces.

3.2 Any person who is a baptised Christian shall be eligible for appointment or

election to the Board pursuant to paragraph 3.1. 3.3 Subject to paragraph 3.4 the directors appointed or elected pursuant to

paragraph 3.1 shall hold office for a term of three (3) years from the date of the annual general meeting in which they were elected or appointed; provided however that the Board may, in consultation with the body appointing such Director, reduce or enlarge the term of office of a director if it is necessary to do so in order to ensure compliance with this paragraph and these bylaws.

3.4 No person shall serve as a director for more than two (2) consecutive terms of

office provided however that:

(a) An incumbent President of the Society may be elected or appointed as a Director of the Society for such number of additional terms as will enable him or her to be elected as President of the Board for up to a maximum of three (3) consecutive years. The maximum term of office for the position of President shall be three (3) consecutive years. All other officers shall be eligible for an unlimited number of re-elections, subject to the provisions of this paragraph related to the maximum number of consecutive terms that a Director may serve.

(b) After two (2) consecutive terms of service by a Director, a person may be re-elected of appointed as a Director, following a break of two (2) years.

3.5 A Director shall immediately cease to be an officer and/or Director of the Society;

(a) If he or she receives the status of bankrupt; (b) If he or she is found to be of unsound mind by a court of competent

jurisdiction; (c) If, by notice in writing to the President or Secretary of the Society, he or

she resigns as a member of the Board; (d) If he or she fails to attend three (3) consecutive meetings of the Board, at

the discretion of the Board. 3.6 The associates of the Society may remove a Director by special resolution

passed at a general meeting for which notice was given. 3.7 Subject to paragraph 3.4 and in consultation with the Nominating Committee, any

casual vacancy in an office of the Society, or in a position on the Board, may be filled by an appointee of the Board for the unexpired term of such vacant office.

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3.8 No act of proceeding of the Board is invalid only by reason of there being less

than the prescribed numbers of Directors in office. 3.9 The Board:

(a) Shall elect the President, Vice-President, Secretary and Treasurer from among themselves at the first meeting of the Board of Directors following the annual general meeting of the Society;

(b) May appoint or elect other officers; and (c) May, with or without cause, remove any officer by a vote of two-thirds (2/3)

of the Directors. 3.10 The Secretary shall maintain a roster of the members of the Board of Directors

which shall indicate the name of each director, the section of these bylaws pursuant to which the director was appointed or elected, the date of the commencement of the term of office of the director, the date of termination of the term of office of the director, and any other information which the Directors or the Secretary may deem appropriate.

3.11 Every Director shall:

(a) Act honestly and in good faith and in the best interests of the Society; and (b) Exercise the care, diligence and skill of a reasonable and prudent person

in exercising power and performing functions as a member of the Board. PART 4 – PROCEEDINGS OF THE BOARD OF DIRECTORS 4.1 The Board shall hold meetings at least three (3) times during each calendar year. 4.2 Meetings of the Board may be held in person, by telephone, by teleconference or

any other electronic means capable of linking all Directors able to attend the meeting, or any combination thereof.

4.3 The Board shall meet at the call of the President, or upon written request to the

Secretary by at least one third (1/3) of the Directors then in office, stating the purpose of the meeting.

4.4 The Secretary shall give at least ten (10) days written, fax or e-mail notice of the

meeting to each Director stating as nearly as possible the purposes for which the meeting is to be held.

4.5 A quorum shall consist of the majority of the Directors then in office. 4.6 Notwithstanding paragraph 4.5 of these bylaws,

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(a) (a) any hiring by the Board of a new executive director of the Society shall require the approval of 75% of the directors then in office;

(b) any increase in the indebtedness of the society shall require the approval of 75% of the directors then in office.

4.7 All minutes of the Board meeting shall be mailed, faxed or sent by e-mail

promptly to all Directors. PART 5 – POWERS AND DUTIES 5.1 The Society shall be governed by the Board who may exercise all the powers

and do all the acts and things that the Society may exercise and do, and which are by these bylaws or by statute otherwise lawfully directed or required to be exercised or done by the Society in general meeting but subject, nevertheless, to:

(a) All laws affecting the society, including, without limitation, the Society Act; (b) These bylaws; and (c) Rules, not being inconsistent with these bylaws, which are made from time

to time by the Society in general meeting. 5.2 The Board shall formulate and supervise the implementation of the policies of the

Society. In performing its duties, the Board shall receive and comment on the reports of all committees and those of the officers of the Society and appointees performing such duties and tasks as have been assigned to them.

5.3 The President shall be the presiding officer at all general meetings and Board

meetings of the Society. The President shall represent the Society in all dealings with the associates and the executive director of the Society, provided however that the President may delegate this function to such other officers of the Society, Directors or persons as the President, in his or her sole discretion, shall determine.

5.4 The Vice-President shall perform such duties as may from time to time be

delegated to the Vice-President by the President and shall, in the absence of the President, preside at general meetings and Board meetings.

5.5 The Treasurer shall be responsible for making the necessary arrangements for:

(a) Receiving, disbursing and accounting for all monies or assets received and disbursed by the Society;

(b) At the commencement of each year, submitting to the Board for approval, a budget detailing anticipated expenditures for such fiscal period and, following approval of the budget by the Board, ensuring payment of all expenses regularly incurred by the Society, provided however that such

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expenses have been duly authorised in the budget or by resolution of the Board;

(c) Submitting a financial statement of revenues and expenditures, as approved by the Board, to the Society at the annual general meeting of the Society;

(d) Providing quarterly statements of revenues and expenses to the Board; (e) Chairing the meetings of the Administration and Finance Committee; (f) Providing monthly statements of revenues and expenses to the

Administration and Finance Committee. 5.6 The Secretary shall be responsible for making the necessary arrangements for:

(a) The conduct of the correspondence of the Society; (b) The issuance of notices of meetings of the Board and the Society; (c) The keeping of minutes of all meetings of the Board and the Society; (d) The custody of all records and documents of the Society, except those

required to be kept by the Treasurer; and (e) The maintenance of the register of Associates.

5.7 If the Secretary is absent from any meeting of the Society or the Board, the

directors present shall appoint another person to act as secretary at that meeting. 5.8 Notwithstanding the foregoing bylaws, the Board may appoint an administrative

secretary to the Board to be responsible for the preparation and custody of minutes of the Board and correspondence of the Board.

5.9 The Directors may from time to time, at their discretion, raise or borrow any sum

or sums of money for the purposes of the Society, provided that no asset of the Society shall be pledged as security except by special resolution of the associates.

5.10 The Directors shall not be remunerated, except that the officers or any of them

may be remunerated for their work in their respective offices upon resolution of the Directors. Further, the Directors may be reimbursed for necessary expenses incurred by the Directors in the proper discharge of their duties as Directors of the Society.

5.11 Questions arising at any meeting of the Directors and committee of Directors

shall be decided by a majority of votes. 5.12 In case of an equality of votes the chair does not have a second or casting vote. 5.13 A resolution in writing, signed by all the Directors and placed with the minutes of

the Directors is as valid and effective as if regularly passed at a meeting of the Directors.

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PART 6 – COMMITTEES 6.1 The Board may delegate any, but not all, of its powers to committees which may

be in whole or in part composed of directors as it thinks fit. 6.2 A committee, in the exercise of the powers delegated to it, shall conform to any

rules that may from time to time be imposed by the Board and shall report every act or thing done in exercise of those powers at the next meeting of the Board held after it has been done or at such other time or times as the Board may determine.

6.3 The members of a committee may meet and adjourn as they think proper and

meetings of the committees shall be governed mutatis mutandis by the rules set out in the bylaws governing proceedings of the Board.

6.4 There shall be an Executive Committee consisting of at least the President, Vice-

President, Secretary and Treasurer. The Executive Committee shall meet at the call of the chair of the Executive Committee. The chair of the Executive Committee shall, unless otherwise agreed by the members of the Executive Committee, be the President of the Society.

6.5 There shall be an Administration and Finance Committee consisting of the

Treasurer and at least two (2) other Directors selected by the Board from time to time. The chair of the Administration and Finance Committee shall, unless otherwise agreed by the members of the Administration and Finance Committee, be the Treasurer. The Administration and Finance Committee shall meet at the call of the chair of the Administration and Finance Committee.

6.6 There shall be a Nominating Committee consisting of three members with the

President as a fourth, ex-officio, non-voting member. The three members of the Nominating Committee shall be the past-president of the Board or, if he or she is unable or unwilling to serve on the Nominating Committee, a former past-president selected by the Board, in its discretion, an associate appointed by the associates at the annual general meeting of the Society and a current Director of the Society selected by the Board, in its discretion.

6.7 There shall be a Development and Fundraising Committee consisting of at least

three members, with the President as a fourth, ex-officio, non-voting member. The Development and Fundraising Committee will be elected or appointed by the Board at its first meeting immediately following the annual general meeting of the Society.

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PART 7 – MEETINGS OF MEMBERSHIP 7.1 General meetings of the Society will be held at such time and place, in

accordance with the Society Act, as the Directors decide. 7.2 Every general meeting, other than an annual general meeting, is an extraordinary

general meeting. 7.3 The Directors may, whenever they think fit, convene an extraordinary general

meeting. 7.4 Notice of a general meeting shall specify the place, the day and the hour of

meeting, and, in case of special business, the general nature of that business. 7.5 Not less than fourteen (14) days written notices of a general meeting shall be

given to each person specified in paragraph 9.3 by mailing or delivering a written notice to each person entitled to notice, unless all associates waive the right to notice, or reduce the period of notice for a particular meeting, by unanimous consent in writing.

7.6 The accidental omission to give notice of a meeting to, or the non-receipt of a

notice by, any of the associates entitled to receive notice does not invalidate proceedings at that meeting.

7.7 An annual meeting of the Society shall be held at least once in every calendar

year and not more than thirteen (13) months after the holding of the last preceding annual general meeting.

PART 8 – PROCEEDINGS AT GENERAL MEETINGS 8.1 Special business is:

(a) all business at an extraordinary general meeting except the adoption of rules of order, and

(b) all business that is transacted at an annual general meeting, except: i. the adoption of rules of order; ii. the consideration of the financial statements; iii. the report of the Board; iv. the report of the auditor, if any; v. the appointment of an auditor, if any; and vi. such other business as, under these bylaws, ought to be transacted

at an annual general meeting, or business which is brought under consideration by the report the Board issued with the notice convening the meeting.

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8.2 (a) No business, other than the election of a chair and the adjournment or

termination of the meeting, shall be conducted at the general meeting at a time when a quorum is not present.

(b) If at any time during a general meeting there ceases to be a quorum present, business then in progress shall be suspended until there is a quorum present or until the meeting is adjourned or terminated.

(c) A quorum is ten (10) associates present or such greater number as the associates may determine at the general meeting.

8.3 If within 30 minutes from the time appointed for a general meeting a quorum is

not present, the meeting, if convened on the requisition of associates, shall be terminated; but in any other case, it shall stand adjourned to the same day in the next week, at the same time and place, and if, at the adjourned meeting, a quorum is not present within 30 minutes from the time appointed for the meeting, the associates present constitute a quorum.

8.4 Subject to paragraph 8.5, the President, the Vice-President, or in the absence of

both, one of the other Directors present shall preside as chair of a general meeting.

8.5 If at a general meeting:

(a) there is no President, Vice-President or other director present within 15 minutes after the time appointed for holding the meeting, or

(b) the President, Vice-President and all the other Directors present are unwilling to act as chair, the associates present shall choose one of their number to be chair.

8.6 (a) A general meeting may be adjourned from time to time and from place to

place, but no business shall be transacted at an adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

(b) Where a meeting is adjourned for 10 days or more, notice of the adjourned meeting shall be given as in the case of the original meeting.

(c) Except as provided in these bylaws, it is not necessary to give notice of an adjournment of the business to be transacted at an adjourned general meeting.

8.7 In case of an equality of votes the chair shall not have a casting or second vote in

addition to the vote to which he or she may be entitled as an associate and the proposed resolution shall not pass.

8.8 (a) An associate in good standing present at a meeting of associates is

entitled to one vote. (b) Voting is by show of hands.

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(c) Voting by proxy is not permitted. 8.9 A corporate associate may vote by its authorised representative, who is entitled

to speak and vote, and in all other respects, exercise the rights of an associate and that representative shall be reckoned as an associate for all purposes with respect to a meeting of the Society.

8.10 Associates of the Society shall be entitled to vote by mail in respect of the

following matters:

(a) election of Directors; (b) any special resolution of the associatess, and (c) any other matter specified in the notice of meeting.

8.11 An associate voting by mail shall be entitled to one vote in respect of each matter

to be consdered at the meeting as set out in the notice of meeting, except in respect of elections to the Board, in which case, an associate will be entitled to a number of votes equal to the number of persons to be elected.

8.12 There shall be included with all notices of meetings of the Society, a ballot setting

out all matters to be considered at the meeting. The ballot shall be clearly marked with a place for an associate to record his or her vote.

8.13 The ballot shall contain a place for the associates to sign indicating that he or she

has considered the matters to be determined at the meeting and confirming that he or she wishes to vote by mail.

8.14 Persons voting by mail shall be entitled to vote for Directors, provided however

that persons voting by mail shall be limited to recording votes for only those number of persons to be elected to the Board at the meeting. Names of all persons nominated for the Board positions shall be included in the ballot to be returned. Each ballot shall have clearly marked places for an associate to record his or her vote.

8.15 Votes by mail must, to be valid, be delivered to the address of the Society no

later than twenty-one (21) days before the date set for the meeting. PART 9 – NOTICES TO ASSOCIATES 9.1 A notice may be given to an associate, either personally or by mail to her at her

registered address. 9.2 A notice sent by mail shall be deemed to have been given on the seventh day

following that on which the notice is posted, and in proving that notice has been

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given it is sufficient to prove that the notice was properly addressed and mailed in a Canadian Post Office receptacle.

9.3 Notice of a general meeting shall be given to:

(a) every associate shown on the Register of Members on the day notice is given;

(b) the auditor, if Part 10 applies. PART 10 – AUDITOR 10.1 This Article applies only where the Society is required or has resolved to have an

auditor. 10.2 At each annual general meeting the Society shall appoint an auditor to hold office

until he or she is re-elected or his or her successor is elected at the next annual general meeting.

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, officer or employee of the Society shall be auditor. 10.6 The auditor may attend general meetings. PART 11 – EXECUTIVE AND ASSOCIATE EXECUTIVE DIRECTOR 11.1 The Board may select and appoint an Executive Director and an Associate

Executive Director of the Society, determine their titles and set the terms of their duties, responsibilities and employment.

PART 12 – INDEMNIFICATION 12.1 Subject to the provisions of the Society Act, each director or officer of the Society

shall be indemnified by the Society against expenses reasonably incurred by him or her in connection with any action, suit or proceeding to which he or she may be made a party by reason of his or her being or having been an officer or director of the Society, except in relation to matters as to which he or she shall be finally adjudged in such action, suit or proceeding to have been derelict in the performance of his or her duty as an officer or director. “Derelict” shall mean grossly negligent, criminally negligent or intentionally engaged in tortious conduct

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with the intent to defraud, deceive, misrepresent or take advantage improperly of an opportunity available to the Society.

12.2 Subject to the provisions of the Society Act, the Board is authorised from time to

time to give indemnities to any director or other person who has undertaken or is about to undertake any liability on behalf of the Society and to secure such director or other person against loss by mortgage and charge on the whole or any part of the real and personal property of the Society by way of security, and any action from time to time taken by the Board under this paragraph shall not require approval or confirmation by the associates.

12.3 The Board in its discretion may submit any contract, act or transaction for

approval, ratification or confirmation at any annual general meeting or at an extraordinary meeting of the associates called for the purpose of considering the same and any contract, act or transaction that may be approved, ratified or confirmed by an ordinary resolution (unless different or additional requirement is imposed by the Society Act of these bylaws) shall be as valid and as binding upon the Society and upon all the associates as though it had been approved, ratified and confirmed by every associate of the Society.

12.4 Subject to the provisions of the Society Act, no director or officer for the time

being of the Society shall be liable for the acts, neglects or defaults of any other director or officer of the Society or for joining in any receipt or act for conformity or for any loss, damage or expense happening to the Society through the insufficiency or deficiency of title to any property acquired by order of the Board for or on behalf of the Society, or for the insufficiency or deficiency of any security in or upon which any of the moneys of or belonging to the Society shall be placed out or invested, or for any loss or damage arising from the bankruptcy, insolvency or tortious acts of any person, firm or corporation with whom or which any funds or property of the Society shall be lodged or deposited, or for any other loss, damage or misfortune whatsoever which may happen in the execution of the duties of his or her respective office or trust in relation thereto, unless all or any shall be happen by or through the wilful act, default or neglect of such director or officer.

12.5 The Society shall, to the full extent permitted by the Society Act, indemnify and

hold harmless, every person heretofore, now or hereafter serving as a director or officer of the Society and his or her heirs and legal representatives.

12.6 Expenses incurred with respect to any claim, action, suit or proceeding may be

advanced by the Society prior to the final disposition thereof in the discretion of the Board and upon the receipt of an undertaking satisfactory in form and amount to the Board by or on behalf of the recipient to repay such amount unless it is ultimately determined that he or she is entitled to indemnification hereunder.

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12.7 The Society shall apply to a court of competent jurisdiction for any approval of such court which may be required to make the indemnities herein effective and enforceable. Each director and officer of the Society, on being elected or appointed, shall be deemed to have contracted with the Society upon the terms of the foregoing indemnities. Such indemnities shall continue in effect with regard to actions arising out of the term each director or officer held such office notwithstanding that he or she no longer continues to hold such office.

12.8 The failure of a director or officer of the Society to comply with the provisions of

the Society Act or of the Constitution or these bylaws shall not invalidate any indemnity to which he or she is entitled under this Part.

12.9 The Society shall purchase and maintain insurance for the benefit of any or all

directors or officers against personal liability incurred by any such person as a director or officer.

PART 13 – BYLAWS 13.1 On being admitted to membership, a associate is entitled to and the Society

shall, on request by the associate, give him or her, without charge, a copy of the Constitution and Bylaws of the Society.

13.2 These Bylaws shall not be altered or added to except by special resolution of the

associates.

(END)