SCBBCOA Bylaws

Sunshine Coast Bed, Breakfast and Cottage Owner's Association : Constitution

Article 2. PURPOSES

The purposes of this association are:

2.1 To cultivate cooperation and communication among B&B and Cottage owners on the Sunshine Coast.
2.2 To serve as a resource for Members.
2.3 To promote public interest, understanding and good will toward B&B and Cottages.
2.4 To develop an association and working relationship with other tourist industry sectors.
2.5 To create greater recognition of B&B and Cottages as an alternate Accommodation, within the hospitality industry.
2.6 To develop and put into place strategies to increase the public's awareness of B&B and Cottages on the Sunshine Coast.
2.7 To serve as a liaison between the Membership and Local Governments and to encourage growth of the B&B industry by working with the appropriate levels of government to define the industry, set standards and obtain suitable zoning and/or land use designations.
2.8 To actively promote overnight stays on the Sunshine Coast.


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Sunshine Coast Bed, Breakfast and Cottage Owner's Association : Bylaws

Article 1. INTERPRETATION

a) In these bylaws "Society Act" means The Society Act of the Province of British Columbia.
b) The definitions in the Society Act apply to these bylaws.
c) Bed & Breakfasts and Cottage Accommodation are implied simultaneously (hereafter referred to as B&B and Cottage).
d) The Sunshine Coast includes the geographical area defined as "Sunshine Coast" by the Ministry of Tourism.

Article 2. MEMBERSHIP

Article 2. Section 1 DEFINITION OF MEMBERS

2.1. a) The members of the Association are any persons or corporations who own or operate a B&B or Cottage on the Sunshine Coast and who apply to the Board for membership in the Association. Membership in the Association must be approved by resolution of the Board and new members must be introduced at the next general meeting of the Association. Only B&B or Cottage owners who meet the criteria established in these Bylaws will be considered for membership.
2.1. b) The B&B or Cottage must conform to Provincial, Regional, and/or Municipal regulations, inspections, permits, and codes as required for the area in which the B&B or Cottage is located.
2.1. c) The B&B or Cottage must be owner operated.
2.1. d) The Member must pay the annual membership dues and/or special assessments. To be considered a member in good standing at meetings of the Association, annual membership dues and/or special assessments must have been paid by the member at the time the meeting is called to order.
2.1. e) The owner must carry adequate insurance and must release from liability this Association and Members thereof.
2.1. f) The Member must submit a yearly application update.
2.1. g) Membership shall be open to all Bed & Breakfast and Cottage owners on the Sunshine Coast who meet the above criteria. Such membership shall entitle the holder to attend all general meetings as a voting Member, and to participate in all the activities of the Association. Each membership is entitled to one vote.

Article 2. Section 2 NAMES OF MEMBERS

2.2. a) Membership shall be held in the name of the B&B or Cottage owned by the member .

Article 2. Section 3. CESSATION OF MEMBERSHIP

2.3. A B&B or Cottage owner shall cease to be a member of the Association:
2.3. a) By delivering a resignation in writing to the Board.
2.3. b) On the dissolution or sale of the B&B or Cottage. Membership is non-transferable and new owners must apply for Membership.
2.3. c) On failure to pay annual dues and/or special assessments within 90 days of the annual membership renewal date.
2.3. d) On being expelled for due cause by a vote of the Board or membership. A member expelled for due cause is entitled to a written appeal to the Board. If a written appeal is delivered to the Board then the matter must be taken to the membership for final resolution and vote at the next general meeting of the association.
2.3. e) Ceasing to fulfill requirements defined in Article 2.1 - DEFINITION OF MEMBERS

Article 3. GOVERNANCE

a) The business of the Association shall be managed by the Board of Directors.
b) The Board of Directors meetings shall have minutes recorded, and those minutes shall be available to the membership.

Article 3. Section 1. DIRECTORS

3.1. a) The Board of Directors shall consist of a minimum of 9 members of the association.
3.1. b) Officers of the Association shall be: President, Vice-president, Secretary, Treasurer, and 5 Directors.
3.1.c) Each board director is responsible for attending all scheduled Board meetings. Upon notification by the Secretary, a Board Member who is absent for 3 consecutive meetings without a reason accepted by the Board may be replaced by a new board member. This member will be appointed by the Board of Directors for the remainder of the term.
3.1. d) No board director shall be remunerated for being a board member.
3.1. e) The members may, by special resolution, remove a director before the expiration of his or her term, and may elect a successor to complete the term of office.

Article 3 Section 2. DUTIES OF OFFICERS

3.2.a) The President shall:
3.2.a).1 Be the chief executive officer of the Association and supervise the other officers in the execution of their duties.
3.2.a).2 Preside at the AGM, General meetings of the Association and at meetings of the Board of Directors.
3.2.a).3 Appoint such ad hoc committees as may be needed from time to time.

3.2. b) The Vice President shall:
3.2.b).1 Carry out the duties of the President in his/her absence.
3.2.b).2 Represent, or delegate representation, of the Association to the business community and to tourism bodies.
3.2.b).3 Serve as liaison with local government.
3.2.b).4 Chair the nominating committee for the association.

3.2. c) The Secretary shall:
3.2. c).1 Issue notices of meetings of the Association and Board of Directors.
3.2.c) .2 Keep and distribute minutes of all meetings of the Association and Board of Directors within 10 days of a meeting.
3.2.c).3 Have custody of all documents of the Association except those required to be kept by the treasurer.
3.2. c).4 File all reports and documents required by Provincial and/or Federal legislation.

3.2. d) The Treasurer shall:
3.2. d).1 Keep the financial records, including books of account, necessary to comply with the Society Act.
3.2. d).2 Render written financial statements to the Directors at each meeting of the board.
3.2. d).3 Forward, by email, a copy of the current financial statement to any member who has made a written request to the Board for a copy of the statement.
3.2. d).4 Give a verbal financial report at each general meeting of the Association and will submit, to the secretary, a written copy of the financial report.
3.2. d).5 Supervise collection of annual dues and pay all bills authorized by the Board.
3.2. d).6 Prepare a budget for the Association and establish the annual membership dues.
3.2. d).7 Present the year end financial statements and the proposed budget and proposed annual membership dues to the Board for their approval.
3.2. d).8 Present the Board approved year end statements and the proposed annual budget and membership dues to the membership, at the AGM, for their consideration and approval

3.2. e) The Directors shall:
3.2. e).1 Prepare, with his/her committee, budgets and reports specific to his/her assigned committee.

Article 3. Section 3. MEETINGS

3.3. a) Board of Directors Meetings:
3.3. a) 1 Shall be held at least 6 times a year and shall be announced in advance by the Secretary or President as to time, place and agenda items.
3.3. a) 2 Five voting Directors (members in good standing) shall constitute a quorum at board meetings. If a quorum is present, the board shall transact the business of the Association.
3.3. a) 3 Shall be conducted according to Robert's Rules of Order.
3.3. a) 4 A simple majority vote of the Directors, provided there is a quorum, is required to pass a resolution.
3.3. a) 5 Voting shall be by show of hands or ballot. If a ballot vote is requested by any director, vote must be by ballot.

3.3. b) General Meetings:
3.3.b) 1 Shall be called at the discretion of the Board.
3.3. b) 2 Shall be announced in writing 15 days in advance by the Secretary or President as to date, time, place, and agenda;
3.3.b) 3 Shall be conducted according to Robert's Rules of Order.
3.3. b) 4 A quorum shall be 20 members in good standing.
3.3.b) 5 All business transacted, with the exception of a special resolution, shall be determined by a simple majority vote of the members present, provided there is a quorum.
3.3. b) 6 Special resolutions may be considered at a general meeting provided 30 days written notice of the special resolution is given to members. A special resolution must be passed by three quarters of the members attending the general meeting where the special resolution is presented for a vote, provided there is a quorum.
3.3.b) 7 Voting shall be by show of hands or ballot. If a ballot vote is requested by any member, vote must be by ballot.
3.3. b) 8 All general meetings other than the AGM are Extraordinary General Meetings.

3.3. c) Annual General Meeting
3.3. c) 1 Shall be called at the discretion of the Board.
3.3. c) 2 The Annual General Meeting (AGM), shall be held annually at a date, time and place determined by the board of Directors and shall be announced in writing 14 days in advance by the Secretary or President as to date, time, place, and agenda.
3.3.c) 3 Shall by conducted according to Robert's Rules of Order.
3.3.c) 4 A quorum shall be 20 members in good standing. A member in good standing may vote by proxy at an AGM and a proxy vote is not counted towards forming a quorum.
3.3. c) 5 The approval of the annual budget and membership dues, Bylaw amendments and elections of officers may be conducted only at the AGM.
3.3. c) 6 All business transacted, except for Bylaw amendments or other business requiring a Special Resolution shall be determined by a simple majority vote of the members present, provided there is a quorum. Bylaw amendments require a three quarters vote of the members present, provided there is a quorum.
3.3. c) 7 Voting shall be by show of hands or ballot. If a ballot vote is requested by any member, vote must be by ballot.

Article 3. Section 4. NOMINATIONS AND ELECTIONS

3.4. a) Directors shall be elected from the membership of the Association and voting will take place at the AGM.
3.4. b) The term of office for all Board Directors shall be for a maximum of two consecutive years in one position.
3.4. c) When the position of President becomes vacant the Vice-president shall automatically become President.
3.4. d) Vacancies on the Board of Directors shall be filled by appointment of the Board of Directors, until the next AGM.
3.4. e) The Board shall appoint a Nominating Committee made up of the Vice President and two members of the association. The Nominating Committee shall be chaired by the Vice President. The Nominating Committee shall solicit nominations from the membership and prepare a slate of directors prior to the AGM.
3.4. f) The Chair of the AGM will call for nominations from the floor and a nominee accepting the nomination will be considered a candidate for Director.
3.4. g) Every effort will be made to ensure representation on the Board from all areas of the Sunshine Coast.

Article 4. FISCAL YEAR/FINANCE

a) The Fiscal Year of the Association shall be November 1 to October 31.

Article 4. Section 1. FINANCIAL INSTITUTION

4.1. a) The Board shall designate, by resolution, the financial institution where the account(s) of the Association will be held.

Article 4. Section 2. SIGNING OFFICERS

4.2. a) The signing officers of the Association shall be the treasurer, the president and two directors. The signing officers shall be appointed by resolution of the Board. All cheques, legal documents and contracts signed on behalf of the Association shall require the signature of at least 2 signing officers.

Article 4. Section 3. CONTRACTS

4.3. a) All contracts of the Association shall be tendered. For each contract, at least two companies will be invited to submit a quote/proposal. Wherever possible, Sunshine Coast businesses will be invited to bid on the contract. All contracts between the Association and a third party shall be reviewed by the Board. Any contract with a financial liability in excess of $500 (other than budget items) shall be presented to the membership for approval. Approval of a contract shall be by resolution of the Board. In order for a contract to be approved it must receive at least two thirds support of the directors attending the duly constituted Board meeting where the contract is reviewed. At least 2 signing officers' signatures shall appear on all contracts approved by the Board. Any Director in a position of conflict shall abstain from discussion and voting on a contract. No director in a position of conflict concerning a contract shall act as a signing officer for that contract. The Board will report all approved contracts to the membership at the next general meeting following the signing of the contract.

Article 4. Section 4. BORROWING

4.4. a) 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 in the manner they decide, and, in particular but without limiting that power by the issue of debentures.
4.4. b) A debenture must not be issued without the authorization of a special resolution.
4.4. c) The members may, by special resolution, restrict the borrowing powers of the Directors, but a restriction imposed expires at the next Annual General Meeting.

Article 5. THE BYLAWS

a) These bylaws shall be available to all members.
b) Any bylaw amendment must be submitted to the Board in writing at least 60 days prior to the AGM. The Board will submit bylaw amendments, in writing, to the membership at least 15 days prior to the AGM.
c) These bylaws may be amended by a three quarters majority of the Membership at the AGM.
d) Members in good standing unavailable for vote at the AGM, may vote by written proxy submitted to the Board prior to the AGM or by providing a written proxy to a member in good standing who presents the proxy to secretary upon registering for the AGM. The proxy is valid until the AGM is adjourned.

Article 6. INDEMNIFICATION OF DIRECTORS

a) In accordance with the Society Act, Directors of the association shall not be liable for unauthorized representations made on its behalf by any director or member. Each director shall be indemnified against expenses necessarily incurred in connection with the defense of any action suit or proceeding in which he/she is involved by reason of being a director of the association. Each member shall release from liability this association and other members thereof for actions duly taken by the association. The association shall hold Directors and Officers Liability Insurance and Commercial General Liability Insurance.

Article 7. STANDING COMMITTEES

Article 7. Section 1. Nominating:

7.1. a) Membership - Vice President (chair) plus a minimum of two members.
7.1. b) Responsibilities:
b.1 To solicit nominations from the membership.
b.2 To make contact with potential nominees.
b.3 To prepare a slate and send it to the secretary at least 21 days prior to the AGM.

Article 7. Section 2. Membership:

7.2. a) Membership - 1 Director (chair);
7.2. b) Responsibilities:
7.2. b).1 To recruit new members.
7.2. b)2 To collect annual dues and special assessments and to forward them to the treasurer.
7.2. b)3 To prepare, maintain and distribute by email membership lists.
7.2. b)4 To report to the Board of Directors.

Article 7. Section 3. Brochure

7.3. a) Membership - 1 Director (chair) plus a minimum of 2 members;
7.3. b) Responsibilities:
7.3. b)1 To solicit brochure entries from the membership and brochure advertising from the other tourism related businesses.
7.3. b) 2 To submit the proposed brochure with anticipated costs to the Board for approval.
7.3. b) 3 To prepare and distribute the brochure.

Article 7. Section 4. Marketing:

7.4. a) Membership - 1 Director (chair) plus a minimum of 2 members;7.4. b) Responsibilities:
7.4. b) 1 To evaluate such other marketing opportunities as may occur from time to time and relay them to the Board for consideration.
7.4 .b) 2 To maintain and develop Association website.

Article 7. Section 5. Business and Tourism

7.5. a) Membership - Vice president (chair) plus a minimum of 2 members;
7.5. b) Responsibilities:
7.5. b) 1 To attend Business and Tourism meetings.
7.5. b) 2 To represent the positions of the Association and report back to the Board.
7.5. b) 3 To attend local government meetings as related to this association.

Article 7. Section 6. Festivals/Events/Workshops/Conferences

7.6. a) Membership - One director (chair) plus member volunteers;
7.6. b) Responsibilities:
7.6. b) 1 To work with various festival organizations and promote B&B stays.
7.6. b) 2 To work with event coordinators to promote conferences and workshops on the Coast.
7.6. b) 3 To develop a working relationship with tour operators and promote B&B stays.

Article 7. Section 7. Education

7.7. a) Membership - One director (chair) plus member volunteers;
7.7. b) Responsibilities:
7.7. b) 1 To coordinate workshops and seminars for our members.

Article 7. Section 8. Business Partners

7.8.a) Membership - One director (chair) plus member volunteers.
7.8 b) Responsibilities:
7.8.b) 1 To liaison with local business and develop a preferred supplier list that provides increased member benefits through discounted services or value added offers to our members.

Article 8. COMMUNICATION

a) Members are responsible for making sure all of the information concerning their business is kept current with the membership secretary. The Board will use the internet and email as the primary method of communication with members. All notices of Association Meetings will be delivered by mail or email and will be posted on the Association's website.

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