Bylaws

Bylaws of the

WEST COAST SUSTAINABLE TOURISM ASSOCIATION

(the "Society")

ARTICLE I - INTERPRETATION

Section 1)

In these Bylaws:

A) "Board of Directors" refers to the directors of the Society.

B) "General Membership" refers to the directors of the Society as well as the other registered members of the Society.

C) "Societies Act" means the Societies Act of the Province of British Columbia, from time to time in force and all amendments to it.

D) "Bylaws" means these Bylaws as altered from time to time.

Section 2)

The definitions in the Societies Act on the date these Bylaws become effective apply to these Bylaws.

Section 3)

Words implying the singular include the plural and vice versa, and words implying a male or female person also include all those self-identifying as other genders and vice versa.

ARTICLE II - TYPES OF MEMBERSHIP AND QUALIFICATIONS

Section 4)

A) The Society shall have three types of members, with qualifications as follows:

B) Active Members (voting): An active member shall be a hospitality based business in the West Coast Pacific Rim area (i.e.Tofino, Ucluelet and Regional District Area C), who, in the opinion of the Board of Directors, is an establishment of good reputation, providing services generally associated with the hospitality industry. Each active member shall be represented by its "Designated Representative" who shall be the owner, general manager or senior operating officer of the business.

C) Associate Members (non-voting): An associate member is any individual partnership

D) or company operating within the West Coast Pacific Rim area, who is in

E) the business of providing goods or services to the hospitality industry. An associate member’s "Designated Representative" should be but is not limited to an individual who has a sound knowledge of their industry and can speak on matters effecting the inter-relationship of their industry with the hospitality industry.

F) Honorary Members (non-voting): The Board of Directors shall have the right to appoint honorary members. As the reasons for appointing honorary members will vary, the terms and conditions of such appointments shall be determined and properly documented at the monthly meeting of the Board of Directors. The general membership shall be informed of such a decision at the first general meeting following the appointment.

G). All members must collect 1% sustainability fee and remit quarterly to the association to support community sustainability projects.

ARTICLE III - ATTAINING, RETAINING MEMBERSHIP & LEAVING THE SOCIETY

Section 5)

The members of the Society are the applicants for incorporation of the Society, as well as those persons who have subsequently become members as defined by these bylaws, but in either case have not ceased to be members.

Section 6)

Applying for membership: Applications for new membership in the Society may be submitted in writing at any time to the President of the Society. The President, shall then submit the application to the Board of Directors for approval and upon approval the applicant shall be considered a member of the Society.

All applications shall contain:

A) Official hospitality company name;

B) Pertinent address, phone, fax, and E-mail information;

C) Type of application (Active/Associate);

D) Designated Representative name.

Section 7)

Good Standing: A member in good standing shall:

A) Attend Society meetings on a frequent basis;

B) Participate in Society functions on a frequent basis;

C) Have paid their dues within 60 days of having received their annual invoice.

Section 8)

Cessation of Membership: An Active Member or Associate Member shall cease being a member when:

A) The member causes a written resignation to be delivered to the Society’s Secretary.

B) The member fails to pay his annual dues within 60 days of having received their annual invoice.

C) If for any reason, the member’s business ceases to provide services and/or closes its doors to the public.

D) Upon expulsion,

A Designated Representative shall cease to represent its Active Member when:

A) The member causes a written resignation to be delivered to the Society Secretary. This resignation should, if possible, also identify the new Designated Representative for the respective Active Member.

B) When the Designated Representative’s Active Member ceases its

membership in the Society.

C) Upon expulsion.

Section 9)

Expulsion: No member of the Society or Designated Representative may be expelled from the Society without due process. If the due process procedures are being instituted against the Designated Representative of the Active or Associate Member, it shall be determined at that time if the member is affected by the actions of the Designated Representative:

A) The member or Designated Representative shall first be officially notified by a letter, signed by the President, that expulsion proceedings are being brought against him/her by the Board of Directors. A brief explanation of circumstances shall be included.

B) A meeting of the Board of Directors shall be convened, at which time the facts of the case will be presented and the subject member or Designated Representative shall be given an opportunity to respond. Other involved members shall be invited by the President. Upon completion of the hearing the Board of Directors will decide their course of action in private and subject member shall be advised within 48 hours of their decision. Failure of the member and/or Designated Representative to attend this meeting will not stop proceedings.

C) The Board of Directors is not precluded from settling the issue at any time during the process. The Board of Directors may drop the matter, write a censure letter or take any action it sees fit with the exception of actually expelling the subject member.

D) If the recommendation of the Board of Directors is to expel the member or its Designated Representative, this recommendation shall be taken to the General Membership, the facts presented, and a secret ballot taken. If 2/3 of the voting members approve the expulsion, the member and/or Designated Representative shall be considered expelled.

ARTICLE IV - MEETINGS OF MEMBERS

Section 10)

General Meetings: General meetings of the Society shall be held at the time and place the Board of Directors determines.

Section 11)

Annual General Meeting: There shall be one “Annual General Meeting” each year to be held within 30 days after the calendar year end. Or upon receipt of the annual financial statements.

Section 12)

The general membership shall be notified by the Board of Directors, of a scheduled meeting. The notice shall specify the day, the place, the time and the general nature of the business to be discussed.

Section 13)

The accidental failure to give notice of a meeting to a member or non-receipt of notice by a member does not invalidate proceedings of the meeting.

Section 14)

In the event a Designated Representative is unable to attend a meeting he/she, may send a substitute and this substitute shall be known as the "Designated Alternate". "Designated Alternates" cannot vote on behalf of the member business.

Section 15)

Designated Representatives and members of the Society are not entitled to participate at a general meeting by telephone or other communication mediums. However, if a meeting is scheduled and face to face attendance is not possible, an electronic format for the meeting may be used.

ARTICLE V - PROCEEDINGS AT GENERAL MEETINGS

Section 16)

Business at the “Annual General Meeting” shall include but not be limited to:

A) Election of new directors;

B) The Annual Financial Report;

C) A review by the outgoing President of the accomplishments of the old

calendar year.

Section 17)

Confidentiality. All matters discussed at general meetings are confidential and no Designated Representative or member of the Society is to discuss a matter with the public.

Section 18)

Quorum. No business shall be conducted at a meeting where a quorum is not present.

A) If during a meeting, a quorum ceases to be present, all business conducted at that meeting shall be considered suspended until, such time as a quorum is present, and the meeting shall be adjourned.

B) A quorum for the transaction of business at a general meeting is 3 voting members or 10% of the voting members, whichever is greater.

Section 19)

If within 30 minutes from the time appointed for a general meeting a quorum is not present, the meeting is considered adjourned to the same day in the next week, at the same time and place, and if, at the continuation of the adjourned meeting, a quorum is not present within 30 minutes from the time set for holding the continuation of the adjourned meeting, the voting members who are present constitute a quorum for that meeting.

Section 2O)

All meetings shall be presided over by the President or Vice President of the Society. If neither party is present another director may be appointed by the President or Vice President to chair the meeting.

Section 21)

A general meeting may be called by the general membership, by presentation of documentation indicating 10% of the general membership wants a general meeting.

Section 22)

Voting at General Meetings. All resolutions at a general meeting must be seconded.

A) A Designated Representative of a member in good standing, present at a general meeting, is entitled to one vote.

B) Voting is by show of hands.

C) Voting by proxy is permitted. The proxy vote may be received by a member provided the proxy vote is completed and signed by the member and is submitted to the Society at least 24 hours before the general meeting.

D) In cases of a tied vote, the resolution shall be deemed to have not

passed.

E) Resolutions shall be deemed to have passed provided a simple majority (50% + 1).

ARTICLE VI - BOARD OF DIRECTORS AND THEIR DUTIES

Section 23)

The Society shall have a Board of Directors consisting of a minimum of five and up to nine directors elected by the General Membership. The titles shall be President, Vice President, Immediate Past President, Secretary Treasurer, and Directors (up to five).

Section 24)

The Board of Directors shall be elected at the Annual General Meeting and serve for a term of one (1) year.

Section 25)

The Board of Directors may exercise all such powers and act on behalf of the society but subject to the conditions of:

A) All laws affecting the Society;

B) These Bylaws;

C) Rules and directions that are made from time to time by the members of the Society in a general meeting.

Section 26)

Removal of a Director. The members may, by special resolution, and the Board of Directors may, by a 2/3 majority vote, remove a director before expiration of his/her term of office.

A) Reasons for removal may include but not be limited to taking Society funds, gross or willful negligence, failure to disclose required information on business matters or failure to execute his/her responsibilities as mandated by the Board of Directors or the General Membership.

B) This removal from office is not to be interpreted as removal from the Society.

C) Articles 27 and 28 shall apply to the matter of replacement. Section 27)

The Immediate Past President shall be a director held without election by the last holder of the office of President, providing such person is still an active member.

In the event the President is re-elected for a subsequent term the Immediate Past President shall continue in his/her capacity.

Section 28)

In the case of a vacancy in the office of President, the Vice President shall succeed to the office of President.

Section 29)

In case of a vacancy in the office of the Vice President, Secretary Treasurer shall fill the vacancy. The vacancy may also be filled by having one of the directors appointed by the Board of Directors.

Section 30)

The Board of Directors may, at any time, appoint a member as a director to fill a vacancy that arises on the Board of Directors as a result of resignation, death or incapacity of a director during the director’s term of office.

Section 31)

A director appointed by the Board of Directors to fill a vacancy under Section 28, 29 or 30 ceases to be a director at the end of the unexpired portion of the term of office of the individual whose departure from office created the vacancy.

Section 32)

Duties of the President. The President shall carry on the responsibility for guiding work of the Society and shall in general supervise the business and affairs of the Society. He/She shall chair or appoint a designate, to chair all meetings of the members and of the Board of Directors and sign with the Secretary or any other proper director of the Society that is authorized by the Board of Directors, any contracts or other documents which the Board of Directors has authorized to be executed, except in cases where the signing and execution there of shall be expressly delegated by the Board of Directors or by these Bylaws and, in general, he/she shall perform all duties incident to the office of President.

Section 33)

Duties of the Vice President. The Vice President in the absence of the President or in the event of his/her inability or refusal to act, or under certain circumstances when requested to do so by the President or the Board of Directors, shall perform the duties of that office and when so acting, shall have all the powers of and be subject to the restrictions upon the President. The Vice President in general, shall perform such other duties as may be prescribed by the President or the Board of Directors.

Section 34)

Duties of the Immediate Past President. The Immediate Past President shall serve in an advisory capacity and shall be entitled to vote at the Board of Directors meetings. The Immediate Past President shall chair the Governance Committee which includes the annual nominating and election of the new Board of Directors.

Section 35)

Duties of the Secretary. The Secretary shall ensure that minutes are prepared, circulated and retained for the meetings of the members and board in a book provided for that purpose; ensure that all notices are duly given in accordance with the provisions of these Bylaws or as required by law, be custodian of the corporate records, be custodian of the Society seal; conduct all correspondence of the Board of Directors and, in general, shall perform all duties as may be prescribed by the President or Board of Directors.

Section 36)

Duties of the Treasurer. The Treasurer shall maintain all financial records of the Society and prepare a statement of the Society finances for all board meetings of the Board of Directors and general meetings. The Board of Directors may request an audited financial statement before the Annual General Meeting of the Society and the Treasurer shall ensure that an audited financial statement is prepared and distributed for the meeting following the Annual General Meeting of the Society if requested by the Board of Directors, shall be the custodian of all funds and securities of the Society; ensure the filing of annual reporting documents to the Government Ministries; and in general, he/she shall perform all duties incident to the office of Treasurer including being the Chair of the Finance Committee and such other duties as may be prescribed by the President or Board of Directors.

The role of Secretary and Treasurer may be amalgamated into one role as approved annually by the Board of Directors.

ARTICLE VII - MEETINGS OF THE BOARD OF DIRECTORS

Section 37)

The Board of Directors (represented by a quorum) may meet together at such time and place as they see fit for the purpose of dispatching any and all affairs of the Society. Meetings shall be a minimum or 6 times per calendar year not including the AGM.

Section 38)

Quorum. A quorum of the Board of Directors shall consist of the majority of Directors of the Society.

Section 39)

The President shall chair all meetings of the Board of Directors and in their absence appoint a person, normally the Vice President to chair the meeting.

Section 40)

A board member may at any time request for a board meeting and cause the Secretary to convene such meeting.

Section 41)

At least 2 days’ notice of a directors’ meeting must be given unless all the directors agree to a shorter notice period.

Section 42)

Voting at a Board of Directors Meeting. Questions arising at a meeting of directors shall be decided by a majority of votes.

A) Each director at a meeting of the Board of Directors shall have one vote and no voting by proxy is permitted. In case of a tied vote the resolution will be deemed to have not passed.

B) Resolutions proposed at a Board of Directors meeting need to be seconded.

Section 43)

The Board of Directors, through its President, is authorized but not limited to:

A) Appoint committees, for purposes deemed suitable and necessary by the Board of Directors. Long term committee appointments shall expire at the time of the Annual General meeting and the new Board of Directors will authorize, reappoint or select new committees;

B) Fix annual fees and assessments for Active Members and Associate Members of the Society

C) Discipline members of the Society;

D) Present its opinion to the media and government on matters of concern to the Society

E) To sell, or dispose of or deal with the assets or funds of the Society.

ARTICLE VIII - ELECTION OF THE BOARD OF DIRECTORS

Section 44)

The election of the Board of Directors shall take place at the Annual General Meeting and the election will be chaired by the Immediate Past President.

A) At least 5 directors, at any one time, shall be elected from the nominations must be members that are designated FRAPS (fixed roof accommodation providers) or from the campground sector, within the District of Tofino.

Section 45)

The election shall take place in two parts:

A) The Board of Directors shall be nominated and elected by a show of hands of the General Membership or by secret ballot (if so decided by a vote of the Board of Directors). Up to eight candidates with the highest number of votes, shall be deemed elected to the board

B) Immediately following the annual general meeting the new Board of Directors shall meet and vote by a show of hands the officers of the association. Candidates for President must have been members of the association Society for a minimum of one year. The General Membership shall be notified who the new officer roles are within 48 hrs.

ARTICLE IX – ANNUAL DUES AND MEMBERSHIP FEES

Section 46)

The Board of Directors at its first meeting following the Annual General Meeting shall set the

amount for the annual dues.

Section 47)

The Treasurer in conjunction with the Secretary shall cause each member to be billed for his/her annual dues in a timely manner and the dues are payable upon receipt.

ARTICLE X - BANK ACCOUNT, PETTY CASH AND SIGNING AUTHORIZATION

Section 48)

The Society, throug h its Board of Directors shall cause a chequing account to be set up for purposes of conducting its financial affairs. The account shall require two signatures for withdrawal of funds.

Section 49)

Signing authorities shall be the President, Treasurer and Vice President. Checks will be signed by the President

and Treasurer with the Vice President acting as an alternate should the President or Treasurer be absent or

incapacitated

Section 5O)

Signing authority on the account shall be changed if necessary within one month following the Annual General Meeting.

Section 51)

The Board of Directors shall authorize a petty cash fund of ($100) one hundred dollars (amount can be

reviewed) for the Secretary to handle general business.

Use of this fund will be accounted for by the Treasurer with proper receipts. All other expenditures of the

society will be by cheque.

ARTICLE XI - BORROWING

Section 52)

The Board of Directors may borrow money with 75% approval of the General Membership. The General Membership shall also be allowed to place restrictions on borrowing but such restrictions shall expire at the next Annual General Meeting.

ARTICLE XII - DISSOLUTION

Section 53)

In the event the Society is dissolved, all assets will be contributed to a charitable organization. The organization

which will receive the assets will be voted on with 50% majority determining the organization to receive the

assets.

ARTICLE XIII - GENERAL

Section 54)

The fiscal year of the Society shall begin on the first day of January each year unless otherwise determined by the Board of Directors.

Section 55)

No Designated Representative or member of the Society shall be remunerated for services rendered, but shall be reimbursed for reasonable and necessary expenses incurred, while engaged in the affairs of the Society.

ARTICLE XIV - BYLAWS

Section 56)

These Bylaws of the Society may be rescinded, altered or added to, provided a special resolution is passed by the Active Members who are in good standing.