Tabled proposal to create a legal Society
for free flight pilots in Golden

Information about the prospective new free flight club bylaws
To be discussed before adoption.

To better understand the set of bylaws, here is an overview of its philosophy

The goals of the bylaws are tentatively to make sure that:

• The club will act for the benefit of ALL free flight pilots (members and non-members) in regards of free flight;
• To allow regularly visiting (meaning often) free flight pilots to have a place among the club. Vote by mail will be allowed;
• Membership to the club will be open to any, and only to, committed free flight pilots (doing say, at least 10 local flights in a span of more than 30 days per year; see the bylaws);
• The opinions and initiatives of the members will be taken into account and, if positive and reasonable, drive the club into action;
• The members will be kept informed of the intentions and the activities of the club;
• Elected directors will be experienced free flight pilots flying regularly in the Golden (BC) area;
• The directors will represent free flight pilots and not any other group or individual;
• The proper paperwork will be filed with the (governmental) authorities to ensure the legal existence of the (group) club, its non-profit status, maintenance of the site, etc.;
• The directors will act "properly" when taking care of the activities of the club; meaning no abuse of power will take place.

Please read the bylaws to know in detail what would be the mode of operation of the club. The discussion is open to see if these bylaws and their goals can be improved or adjusted for the better. Any issue you would like addressed? Any simplification? Any wording change? Any deletion or addition?

Thanks,

sergelamarche@gmail.com            May 2001 updated Jan 2004

Based originally on Schedule B of the Society Act of BC; modified & simplified extensively
Draft Version 3 10-04-01 (corrections 18-02-2002) SL
Latest update June 2004, in blue

Bylaws of: Free flight pilots club of Golden / Club de vol libre de Golden.

• Part 1 - Interpretation

1. (1) In these bylaws, unless the context otherwise requires:

   "FFPCG/CVLG" means this society called: Free flight pilots club of Golden / Club de vol libre de Golden;

   "directors" means the directors of the FFPCG/CVLG for the time being;

   "flight-related activity" means any activity a person can do that has significant consequences to free flight and the facility (easiness) to practice free flight;

   "Society Act" means the Society Act of British Columbia from time to time in force and all amendments to it;

   "registered address" of a member means the member's address as recorded in the register of members;

   "flying sites" means areas publicly accessible used for launching and landing foot-launched aircrafts such as hang gliders and paragliders;

   "free flight" means the activity of launching, flying and landing foot-launched aircrafts such as hang gliders and paragliders;

   "FLA pilot" means a pilot of foot-launched aircraft such as hang gliders and paragliders;

   "regular FLA pilot" means a FLA pilot that flies the flying sites in the care of FFPCG/CVLG located in the Golden area (up to 50 km away) on a regular basis; more precisely, a FLA pilot that flew on these sites on more than ten days over a period of more than 30 days in the current or the previous year.

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 - Purposes

3. Take care of flight-related activities in the area of Golden to the benefit of all FLA pilots and the community. This means all forms of free flight, and people at large, must benefit from the actions of FFPCG/CVLG This provision is unalterable.
4. These flight-related activities should include the majority, if not all, without being limited to, the following list of tasks:
   

   Revenues: club fee keys of safety boxes contingency fund t-shirts sale donations & fund raising Development: landing zones cross-country landings takeoffs Maintenance: access roads take-offs landing zones

   Expenses: maintenance & development administration site insurances web site information publicity Club administration: meetings paperwork communications

5. The FFPCG/CVLG must be composed and operated by regular FLA pilots, members of the national association representing Canadians FLA pilots. This provision is unalterable.
6. The FFPCG/CVLG may not own, operate or manage a social club. This provision is unalterable.
7. The FFPCG/CVLG is to operate with a non-profit or charitable status. This provision is unalterable.

   Part 3 - Membership

8. The members of the FFPCG/CVLG are the applicants for incorporation of the FFPCG/CVLG, and those persons who subsequently become members, in accordance with these bylaws and, in either case, have not ceased to be members.
9. A regular FLA pilot may apply to the directors for membership in the FFPCG/CVLG and on acceptance by the directors is a member. The directors must accept such an application unless exceptionally bad circumstances prevail; in this case the members will decide the acceptance by vote.
10. Every member must uphold the constitution (purposes) and comply with these bylaws.
11. The amount of the first annual membership dues must be determined by the directors and after that the annual membership dues must be determined at the annual general meeting of the FFPCG/CVLG. (Should there be a limit or guidance?)
12. The FFPCG/CVLG must provide a copy of its constitution and bylaws to each member free of charge.
13. A person ceases to be a member of the FFPCG/CVLG

    (a) by delivering his or her resignation in writing to a director of the FFPCG/CVLG or by mailing or delivering it to the address of the FFPCG/CVLG,

    (b) on his or her death, or

    (c) on having been a member not in good standing for 12 consecutive months.

14. All members are in good standing except

    (a) a member who has failed to pay his or her current annual membership fee, or any other subscription or debt due and owing by the member to the FFPCG/CVLG, and the member is not in good standing so long as the debt remains unpaid, or

    (b) a member who ceases to be a regular FLA pilot, or

    (c) (a member proven to be subject of inadmissible external influence.)

    Part 4 - Meetings of members

15. General meetings of the FFPCG/CVLG must be held at the time and place, in accordance with the Society Act, that the directors decide. However, a general meeting must not take place from one hour before to 2 hours after when the soaring conditions are good at the Golden flying sites.
16. (1) Notice of a general meeting must specify the place, day and hour of the meeting, and the general nature of the flight-related activities to be dealt with.

    (2) (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 necessarily invalidate proceedings at that meeting.)

17. The first annual general meeting of the FFPCG/CVLG must be held not more than 15 months after the date of incorporation and after that an annual general meeting must be held at least once in every calendar year and not more than 15 months after the holding of the last preceding annual general meeting.

    Part 5 - Proceedings at General Meetings & Voting

18. The subjects on the table at a General Meeting are, without being limited by, the following list:

    (i) the adoption of rules of order;
    (ii) the consideration of financial statements;
    (iii) the report of the directors;
    (iv) the election of directors;
    (vii) any other activity that ought to be conducted at an annual general meeting, or any flight-related subject that is brought under consideration by the notice convening the meeting.

19. (1) Business, other than the election of a chair and the adjournment or termination of the meeting, must not be conducted at a general meeting at a time when a quorum is not present.

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

    (3) A quorum is 3 members present or a greater number that the members may determine at a general meeting.

20. 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 members, must be terminated, but in any other case, it must 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 members present constitute a quorum.
21. One of the directors present should preside as chair of a general meeting. However, if there is no director present within 15 minutes after the time appointed for holding the meeting, or all the directors present are unwilling to act as the chair, the members present must choose one of their number to be the chair.
22. (1) A general meeting may be adjourned from time to time and from place to place, but business must not be conducted at an adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

    (2) When a meeting is adjourned for 10 days or more, notice of the adjourned meeting must be given as in the case of the original meeting.

23. (1) A resolution proposed at a meeting need not be seconded, and the chair of a meeting may move or propose a resolution.

    (2) The directors may propose a resolution in writing (or by email) to all members (at any time), as long as the members receive identical forms (in print or electronic) to indicate their vote, and as long as the subject was discussed sufficiently to inform the members.

24. (1) A member in good standing is entitled to one vote.

    (2) Voting is by show of hands; or, outside a meeting, by filling the form provided by the directors and sending it or giving it back to the directors.

    (3) Voting by proxy is not permitted.

    Part 6 - Directors and Officers

25. (1) The directors may exercise all the powers and do all the acts and things that the FFPCG/CVLG may exercise and do, and that are not by these bylaws or by statute or otherwise lawfully directed or required to be exercised or done by the FFPCG/CVLG in a general meeting, but subject, nevertheless, to

    (a) all laws affecting the FFPCG/CVLG,

    (b) these bylaws,

    (c) rules, not being inconsistent with these bylaws, that are made from time to time by the FFPCG/CVLG in a general meeting,

    (d) directors must not hinder, stop or discourage any activity that will improve the flying sites in regards of its convenience to pilots and / or safety to flight,

    (e) directors must encourage positive initiatives by members & FLA pilots in regard to free flight, the flying sites and services to FLA pilots,

    (f) any (controversial) proposed change likely to negatively affect the safety of pilots must be discussed at large (with directors and members) and should be put into effect only after a consensus is reached,

    (g) directors may delegate tasks to members (or hire persons) if judged convenient and / or practical; they retain, however, responsibility for it,

    1. such appointed members (or hired person) must report every act or thing done to the directors and must abide by any rules set by the directors for the tasks and these bylaws.
26. (1) The directors (designated directors a, b, c, …) are the directors of the FFPCG/CVLG.

    (2) Only members in good standing that have free flight airtime, [above the average] of the members or [over 200 hours], from the flying sites in the area of Golden may become directors. (note: this is likely controversial!)

    (3a) Only independently minded members without conflict of interest nor subject to inappropriate external influence (such as by bribe, secret agenda or member of an organization looking for control, etc.) may become directors.

    (3b) All directors must be at arms length with each other. If this legal relationship changes during a mandate, a director must resign or be removed in order to comply with this bylaw.

    (4) The number of directors must be 3 or a greater number if required, as determined from time to time at a general meeting.

27. (1) Directors must retire from office at (each or longer term?) annual general meeting when their successors are elected.

    (2) An election may be by acclamation, otherwise it must be by ballot.

    (3) An election may be done by mail or otherwise in writing as long as members receive the same standard ballot form to fill.

    (4) If a successor is not elected, the person previously elected or appointed continues to hold office unless he/she decides to step down.

28. (1) The directors may at any time and from time to time appoint an eligible member as a director to fill a vacancy in the directors.

    (2) A director so appointed holds office only until the conclusion of the next annual general meeting of the FFPCG/CVLG, but is eligible for re-election at the meeting.

    (3) An act or proceeding of the directors is not invalid merely because there are less than the prescribed number of directors in office.

29. The members may, by special resolution, remove a director, before the expiration of his or her term of office, and may elect a successor to complete the term of office.
30. A director must not be remunerated for being or acting as a director but a director must be reimbursed for all expenses necessarily and reasonably incurred by the director while engaged in the affairs of the FFPCG/CVLG.

    Part 7 - Proceedings of Directors

31. (1) The directors may, and as requested by these bylaws, contact each other the way they think fit to conduct business in a fair manner. However, if a meeting is needed, it must not take place between one hour before and 2 hours after when the soaring conditions are good at the Golden flying sites.

    (2) Directors must inform all directors of their intentions regarding the activities of the FFPCG/CVLG in a manner that allows feedbacks and discussions.

    (3) Directors should try to reach a consensus before proceeding to actions. If the matter does not concern safety, nor the future solvability or existence of the FFPCG/CVLG, the directors may vote on it to proceed without a consensus.

    (4) Directors must keep written records of their activities (and all resolutions), statements of incomes, and all receipts of expenses to be charged to the FFPCG/CVLG.

    (5) Directors must keep members informed of their proceedings and activities in the manners they find convenient (website, newsletter).

    (see section 27 of BC act)

    Part 8 - Duties of Directors

32. The directors must do the following:

    (a) conduct the correspondence of the FFPCG/CVLG;

    (b) issue notices of meetings of the FFPCG/CVLG and directors;

    (c) keep minutes of all meetings of the FFPCG/CVLG and directors;

    (d) have custody of all records and documents of the FFPCG/CVLG ;

    (e) have custody of the common seal of the FFPCG/CVLG;

    (f) maintain the register of members;

    (g) make all records available to scrutiny by any member upon request on reasonable notice to the FFPCG/CVLG.

33. A trusty director residing in B.C. at the address of the FFPCG/CVLG or directors must (see section 11 of BC society act)

    (a) keep the financial records, including books of account, necessary to comply with the Society Act, (see section 36 of BC act) and

    (b) render financial statements to the directors and members upon request and others, especially donators, when required.

    (see section 40 of BC society act)

    Part 9 - Seal

34. The directors may provide a common seal for the FFPCG/CVLG and may destroy a seal and substitute a new seal in its place.
35. The common seal must be affixed only when authorized by a resolution of the directors and then only in the presence of the persons specified in the resolution.

    Part 10 - Borrowing

36. The directors may not borrow money without the authorization of the members. (note: may need to be more precise.)
37. The members may restrict the borrowing powers of the directors.

    Part 11 - Notices to Members

38. A notice may be given to a member, either personally, by email or by mail to the member at the member's registered address.
39. A notice sent by email is deemed received if it does not bounce back or after confirmation by the recipient.
40. A notice sent by mail is deemed to have been given on the 5th business day following the day on which the notice is posted.
41. Notice of a general meeting must be given to every member shown on the register of members on the day notice is given.

    Part 12 - Bylaws

42. On being admitted to membership, each member is entitled to, and the FFPCG/CVLG must give the member without charge, a copy of the constitution (purposes) and bylaws of the FFPCG/CVLG.
43. These bylaws must not be altered or added to except by special resolution.

These bylaws need approval after scrutiny. There may be additions and changes required for non-profit satus.

sergelamarche@gmail.com