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January 17, 2000
BY-LAWS, JANUARY 2000

ARTICLE I - NAME
The name of the Association shall be the British Motoring Association of PEI.

ARTICLE II - DURATION
The duration of the Association shall be perpetual (P.E.I. Cos. Act, Pt.II).

ARTICLE III - PURPOSES
The purpose of the Association is to support and encourage the hobby of British motoring on Prince Edward Island. The Association is dedicated to the preservation, restoration, and safe use of British motor vehicles of all types.

ARTICLE IV - MEMBERSHIP

Section A. Eligibility

Membership shall be open to any person who supports the purpose of the Association, holds an interest in the purposes of the Association, and has paid the requisite fees.
Section B. Membership in Good Standing
Membership in good standing shall be conferred upon payment of the Association's dues. Any member who fails to pay dues as provided within one month from being invoiced shall cease to be a member in good standing until payment is received.
Section C. Meetings
A general meeting of the membership shall be held at least once a year at a location and date to be announced in the Association's newsletter at least one month prior to such meeting.
ARTICLE V - FINANCE

Section A. Fiscal Period
The fiscal period of the Association shall follow the calendar year and extend from January 1st to December 31st annually.
Section B. Dues
Dues as established from time to time by a general meeting of the membership shall be paid by members of the Association.
Section C. Depositories and Disbursements
All funds shall be deposited to the account of the Association and shall be disbursed by any two officers as authorized by the executive, or, by resolution of the membership at a properly convened meeting of the Association, for the purposes of the betterment of the Association and its purposes.
ARTICLE V1 - OFFICERS & DIRECTORS

Section A. Officers & Directors
Officers of the Association shall be the President, Vice President, and Secretary-Treasurer. There shall be two directors at large. Any person elected or appointed to an Association office must be a member in good standing.
Section B. Responsibilities of Officers
  1. The President shall:
      Preside at all meetings.
    1. Call special meetings of the executive in accordance with provisions of the Bylaws.
    2. Appoint chairs of all committees except the nominating committee.
    3. Serve as ex-officio member of all committees except the nominating committee.
  2. The Vice President shall:
    1. Preside at all meetings in the absence of the President.
    2. Perform such other duties as required by the President or the executive.
  3. The Secretary-Treasurer shall:
    1. Keep the minutes of all general meetings.
    2. Keep the records and papers of the Association.
    3. Ensure that notices of all meetings are properly given.
    4. Maintain the Association's financial records.
    5. Prepare financial statements and present reports at annual general meetings.
  4. Directors-at-large shall have such duties as may be granted from time to time by the President.
Section C. Election and Tenure

  1. Nominations. Nominations may be made by any member of the Association in writing and received by the Secretary-Treasurer not less than two (2) weeks prior to the annual meeting. Nominations shall bear the name of the Nominator and a seconder, all of whom shall be members in good standing of the Association.
  2. Election and Rotation. The executive shall be elected at the annual general meeting.
  3. Tenure. The initial executive shall take and hold office immediately following its election for a period of up to two (2) years thereafter. Subsequently an officer shall take office following election and for a period of one year. Any officer may be re-elected for an indefinite number of terms.
  4. Vacancies. In case of any vacancy in office the remaining term of office shall be filled by an appointment by the executive, firstly from the directors-at-large and in event the director(s) is unwilling or unable to act, from the membership.
  5. Removal from Office. A member of the executive may be removed from office for good cause by a two thirds vote of those members of the Association present and acting as one body at a regular or special meeting.
ARTICLE VII - COMMITTEES OF THE ASSOCIATION

Section A. Executive Committee
The officers of the Association together with the directors-at-large shall constitute an Executive Committee with the responsibility for carrying out the policies set forth by the Association membership. A member of the Executive Committee may, at the direction of the president be an ex-officio member of any special committee.
Section B. Special Committees

Special Committees may be authorized by the executive to carry out functions, programs, or projects of the Association. Such committees may include, but shall not be restricted to:
  • a committee to organize the annual British car show
  • a committee to coordinate and schedule events
  • a committee to edit and produce the newsletter
ARTICLE VIII - MEETINGS AND QUORUM

Section A. Executive Committee Meetings

  1. Meeting Schedule. Meetings of the Executive Committee shall be held at a time and place designated by the President. The Executive Committee shall meet at least once per annum in addition to its participation in the annual general meeting.
  2. Purpose. Only business for which notice not less than 1 week in advance has been given shall be transacted, except with the unanimous approval of the executive.
  3. Notification. Executive members shall be notified of the meeting and its purpose, at least one week before the meeting is held.
  4. Quorum. Three members of the Executive Committee shall constitute a quorum for the purpose of transacting matters before the meeting.
Section B. Association Meetings
  1. Meeting Schedule. Meetings of the members of the Association shall be held at a time and place designated by the executive.
  2. Purpose. The purpose of the Association Meetings shall include the election of officers and directors and the transaction of business as may properly arise.
  3. Notification. Association members shall be notified at least one month before an Association Meeting is held.
  4. Quorum. The quorum for Association Meetings shall consist of not less than 50% of the members in good standing.
ARTICLE IX - ADOPTION OF ARTICLES OF ASSOCIATION AND BYLAWS

These Articles of Association and Bylaws shall be the governing document of the British Motoring Association of PEI following approval by a two-thirds majority of all interested individuals in attendance at the first general meeting.

It is the overriding intention of the membership to comply with and be bound by the requirements and conditions set forth in Part II of the Companies Act, R.S.P.E.I. 1988 as amended. The Articles of Association and the Bylaws shall be deemed to incorporate by reference any statutory requirements of the Companies Act, Part II, as though expressly incorporated herein.

ARTICLE X - AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND BYLAWS

Section A. Proposed Amendments
Amendments to the Bylaws may be proposed by a committee appointed for the purpose, or submitted to the executive by a member in good standing when the proposal is accompanied by a petition containing the signatures of not fewer than five members of the Association in good standing.
Section B. Adoption of Amendments
Amendments to the Bylaws shall be adopted if approved by a two thirds majority vote of the Association's members at any regular meeting, provided that notice of the proposed amendments is submitted to all executive members in writing, at least two weeks before the said meeting.
Revised and unanimously approved by all those interested individuals in attendance at the first general meeting, January 17, 2000.