Constitution and Bylaws

1. The name of the Society is Tourism Langley (hereinafter referred to as the “Society”).

2. The purpose of the Society is defined in its vision and mission. The vision statement is as follows:

Tourism Langley is committed to growing tourism in a sustainable manner. This will be accomplished by facilitating and promoting high quality tourism experiences that are of interest to visitors, in partnership with the community and other tourism organizations.

The mission of Tourism Langley includes:

a. Market Langley as a tourism destination, increasing the number of visitors and visitor revenue to Langley.
b. Educate Langley residents about Langley’s tourism experiences and attractions.
c. Provide information services for all segments of the tourism market.
d. Facilitate tourism relationships within the community.
e. Encourage informed investments in tourism through the provision of research and information to Langley tourism-related businesses.
f. Encourage improvement of customer service and amenities related to Langley’s tourism experiences.
g. Focus limited resources on those tourism experiences that provide Langley with a competitive advantage.
h. Work in partnership with South Fraser communities, Vancouver Coast & Mountains Tourism Association, and Tourism BC, or their successors.
i. Provide quality service to tourism members and stakeholders, including tourists, tour operators, tourism-related business, travel media, and partners.

3. The income and property of the Society, whencesoever derived, shall be applied solely towards the promotion of the objects of the Society as set forth in this Constitution; and no portion thereof shall be paid or transferred directly or indirectly, by way of a dividend, bonus or otherwise howsoever by way of profit to the members of the Society. Provided that nothing herein shall prevent the payment in good faith of remuneration to any officer or servant of the Society or to any member of the Society in return for any services actually rendered to the Society, nor to prevent the payment of interest on money lent or the payment of reasonable and proper rent for premises demised or let by any member to the Society.

4. In the event of a winding up or dissolution of the Society the liquidator appointed shall cause all assets of the Society available for distribution to be transferred to an organization or organizations situated in British Columbia the objects of which are cognate or similar to those of the Society (or some other purpose beneficial to a Canadian community) and such organization or organizations shall be determined by a majority of the members attending the first meeting called by the liquidator.

BYLAWS

Article 1: Interpretation

1.1 In these bylaws, and all other bylaws of the Society, unless the context otherwise requires:

(a) “Act” means the Societies Act of British Columbia, as amended from time to time;

(b) “Board” means the board of directors of the Society duly elected or appointed for the time being; (c) “Bylaws” means any bylaws of the Society as adopted and amended from time to time;

(d) “Registered address” of a member means their address as recorded in the register of members;

(e) “Society” means Tourism Langley.

1.2 The words importing the singular include the plural and vice versa; words importing the masculine gender shall include the feminine and neuter genders; words importing persons shall include bodies corporate, corporations, companies, partnerships, syndicates, trusts and any number of aggregate of persons.

1.3 The headings used in these bylaws are inserted for reference purposes only and are not to be considered or taken into account in construing the terms or provisions thereof or to be deemed in any way to clarify, modify or explain the effect of any such terms or provisions.

Article 2: Head Office and Corporate Seal

2.1 Head Office. The Board may from time to time by resolution fix the location of the head office of the Society within the City or Township of Langley.

2.2 Corporate Seal. The Board may provide a common seal for the Society, and may provide for its use, and they shall have power from time to time to destroy the same and substitute a new seal in the place of the seal so destroyed. The common seal shall be affixed only when authorized by a resolution of the Board and then only in the presence of the persons prescribed in the resolution or if no persons are prescribed, in the presence of the Chair and a Vice-Chair and the Secretary-Treasurer or any two (2) of the above.

2.3 Records. The Board shall keep all Society books and records at the head office of the Society or at such other place as it shall determine, and such records may be inspected by the members at any reasonable time.

Article 3: Members of the Society

3.1 Member. The members of the Society will be individuals, businesses, associations or government bodies within the City or Township of Langley which have become members, in accordance with these bylaws. Every member shall comply with these bylaws and uphold the Constitution of the Society.

3.2 New Member. Individuals or entities recognized in law including business organizations, associations, governments or government agencies may, through written application, become a member of the Society subject to acceptance by the Board.

3.3 Classes of Member. There shall be two (2) classes of members, namely voting and non-voting members.

a. Voting: A member can apply to the Board to be a voting member by completing the official application form. Upon receipt of an application, the Board shall consider the contributions of the applicant to the Society after which the Board shall, in its sole discretion, determine whether the applicant shall be a voting member. A voting member will remain as such until the end of the next annual general meeting of the Society. Voting members will be entitled to vote at any annual or special meeting of the Society. Upon being made a voting member, the member need not reapply to remain a voting member after the next annual general meeting. After each annual general meeting, the Board of Directors shall consider the contributions of each voting member for the past year and determine, in its sole and absolute discretion, whether the member shall remain a voting member.

b. Non-Voting: All other members of the Society will be non-voting members.

3.4 Industry Sector. The Board, or such committee as may be designated by the Board, shall assign each voting member to one (1) of the following industry sectors, based on the primary business focus of the voting member:

a. Wineries/agricultural attractions;

b. Heritage/arts/cultural;

c. Accommodation – provided that all members in this sector shall be a business that collects the 2% additional hotel tax;

d. Retail;

e. Government;

f. Other tourism.

If a voting member alters its primary business focus then the Board, or such committee as may be designated by the Board, may re-assign the voting member to an industry sector that the Board or such committee considers to be more appropriate.

If the Board or such committee as may be designated by the Board and the voting member disagree as to the appropriate industry sector on assignment, then the decision of the Board, or such committee, shall prevail.

3.5 Honorary Member. The Board may by resolution on terms and for reasons it deems appropriate, appoint honorary members to the Society for one (1) year or life. Such members may be voting members, provided that they comply with all other requirements of these bylaws.

3.6 Disqualification of a Member. Any member that fails to maintain compliance with any part of the membership criteria will be advised in writing of the discrepancy. The member will be given 20 business days from the receipt of the notice to remedy all areas of the discrepancy. After review of the member’s submission the Board at their discretion may disqualify that member as a member of the Society.

3.7 Member’s Voting Eligibility. All voting members that are in good standing are eligible to vote at any annual or special meeting of the Society.

3.8 Ceasing Membership. A member shall cease to be a member of the Society

(a) by delivering his resignation in writing to the Secretary-Treasurer of the Society or by mailing or delivering it to the address of the Society;

(b) on his death or in the case of a member who is not an individual, upon its dissolution;

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

Article 4: Meetings of Members

4.1 All meetings shall be governed by Roberts Rules of Order.

4.2 General Meetings. General meetings of the Society shall be held at such time and place, in accordance with the Act, as the Board shall decide.

4.3 Annual General Meeting. The annual general meeting of the members shall be held at any place within the City or Township of Langley, within sixty (60) days of the fiscal year end in each year and at such time as the Board may by resolution determine. At annual general meetings there shall be presented a report to the Board of the affairs of the Society, the auditor's or accountant’s report, as the case may be, any financial statements as shall be required by the Act, and other such information or reports relating to the Society's affairs as the Board may determine. If for any reason the annual general meeting is not held within 60 days of fiscal year end, such meeting may be held at such other time as may be determined by the Board, provided that such meeting shall take place at least once every calendar year and not more than 15 months after the holding of the last preceding annual general meeting.

4.4 Special General Meeting. Every general meeting, other than an annual general meeting, is a special general meeting. A special general meeting of the members of the Society may be called at any time by the Board or on a written requisition pursuant to the Act, of 10% (ten per cent) of the voting members of the Society. In the event of a requisition, the procedures and time limits as set forth in the Act shall be followed.

4.5 Directions to the Board. At any meeting of members, subject to the provisions relating to notice set out below, and in furtherance of the purposes set out in the Constitution, resolutions may be passed directing the Board to exercise any power, duty or function that is by the Constitution or by these bylaws conferred upon the Board. Without limiting the generality of the foregoing, a meeting of voting members may direct the Board respecting the creation of and the duties of any Standing Committee, Subcommittee, or Task Force, including the voting members to be appointed thereto.

4.6 Notice. Notice stating the day, hour and place of meeting and the general nature of the business to be transacted shall be given to each voting member and the auditor of the Society, if one is appointed, at least fourteen (14) days before the date of every meeting, save and except in the cases of an annual general meeting where at least thirty (30) days notice must be given; provided always that a meeting of voting members may be held for any purpose at any date and time and at any place within the City or Township of Langley without notice if all the voting members are present in person at the meeting or if all the absent members entitled to vote at such meeting being held, assent, and such assent may be validly given either before or after the meeting to which such assent relates.

4.7 Omission of Notice. The accidental omission to give notice of any meeting or the non-receipt of any notice by any voting member(s) by the Secretary-Treasurer of the Society shall not invalidate any resolution passed or any proceedings taken at any meeting of voting members.

4.8 Voting. Voting shall be governed by Roberts Rules of Order. At any meeting of voting members, each voting member shall be entitled to one (1) vote provided such right to vote may be exercised only by the official representative or alternate of the member. Voting will not be allowed by proxy. Unless, otherwise required by the Act, every question submitted to any meeting of voting members shall be decided in the first instance by a majority of votes given on a show of hands, unless a poll was demanded by a voting member attending thereat. The Chair shall declare the outcome.

4.9 Polls. Polls shall be governed by Roberts Rules of Order.

4.10 Chair. In the absence of the Chair or Vice-Chair, the voting members shall choose another member of the Board as Chair and if no members of the Board are present or if all the members of the Board present decline to act as Chair, the voting members present shall choose one (1) of the voting members present to be Chair.

4.11 Adjournments. Adjournments shall be governed by Roberts Rules of Order. The Chair may, with the consent of any meeting, adjourn the same from time to time to a fixed time and place and no notice of the time and place for the holding of the adjourned meeting need be given to the members. Any business may be brought before or dealt with at any adjourned meeting which may have been brought before or dealt with at the original meeting in accordance with the notice calling the same.

4.12 Quorum. The presence of half the members of the Board plus one (1), or a minimum of eleven (11) of the voting members shall be a quorum of any meeting of members. No business shall be transacted at any meeting unless the requisite quorum shall be present at the commencement of such business. If, within one half hour of the time the meeting has been called, a quorum of the voting members has not attended such meeting, the Chair may designate another time and place for such meeting to be held or hold the meeting.

4.13 Minutes. The Secretary-Treasurer shall cause to be kept minutes of all meetings of the Society. In the absence of the Secretary-Treasurer from a meeting, the Chairperson shall be responsible to make provisions to keep minutes of all meetings of the Society.

4.14 Special Resolution. Whereby the Act, or by these bylaws, a special resolution of a meeting of the voting members of the Society is required, unless otherwise provided herein, or unless otherwise provided in the Act, such special resolution shall require a three-quarters' majority of the voting members present or voting by written proxy at a special general meeting called for the purposes of passing such special resolution.

Article 5: Directors and Officers

5.1 Powers. The affairs of the Society shall be managed by the Board which exercises all such powers and does all such acts as deemed necessary to carry on the business of the Society as per the Constitution and Bylaws. No rule made by the Society in a general meeting invalidates a prior act of the Board that would have been valid if that rule had not been made.

5.2 Representation on Board: The City of Langley, Township of Langley, Greater Langley Chamber of Commerce and the Sport Langley Advisory Committee shall each appoint one (1) representative to the Board. The remaining board members will be elected by voting members within their Industry Sector.

Voting members within the accommodation sector of the City and Township of Langley will elect three (3) representatives.

Voting members within the following sectors in the City and Township of Langley will each elect one (1) representative to the Board:

(i) the wineries/agricultural attractions sector,
(ii) the heritage/arts/culture sector, and
(iii) the retail sector.

Without exceeding a total of twelve (12) members, the Board has the authority to create additional seats on the Board. These positions may be classified as at-large, or may be allocated to other Industry Sector at the Board’s discretion. All voting members are eligible to vote for at-large positions.

5.3 Every member of the Board shall be nineteen (19) or more years of age at the time of election or appointment and shall be a voting member (or official representative or alternate) in good standing.

5.4 Term of Office. The term of office for representatives from the City of Langley, Township of Langley, Chamber of Commerce, and Sport Langley shall each be one (1) year. Unless otherwise decided by the Nominating Committee, the term of office for all other members of the Board shall each be two (2) years, whereby under normal circumstance the Board will act so that no more than five (5) positions on the Board are terminating at a given election. The immediate Past Chair will serve until succeeded. No elected board member may serve more than four (4) consecutive years.

5.5 Voting at Board Meetings. Save and except the representative of the City of Langley and the representative of the Township of Langley which representatives shall sit as ex officio non voting members of the Board, every other Director elected or appointed to the Board is entitled to vote.

5.6 Vacancies. If, by resignation or otherwise, the Board does not have a full complement of members, the Board may at any time and from time to time appoint a voting member as a Director to fill such a vacancy in the Board. The Board may also at their discretion retain as an active Board member a Director who may have ceased to represent a specific organization or area. The Director so appointed holds office only until the conclusion of the next following annual general meeting of the Society, but is eligible for re-election or re-appointment.

5.7 Removal of Directors. The voting members may, by special resolution, remove a Director prior to the expiration of that Director’s term of office if the conduct of the Director is detrimental to the Society or for a conflict of interest.

5.8 Remuneration of Members of the Board. The members of the Board shall serve without remuneration and no member of the Board shall directly or indirectly receive any profit from their position as such, provided that a member of the Board shall be reimbursed for all expenses necessary and reasonably incurred and approved by the Board.

Article 6: Meetings of the Board

6.1 Meetings. The Board shall meet a minimum of four (4) times annually. Such meetings may be in person or by such other means including telephone or other electronic meetings as the Board may determine.

6.2 Place of Meetings. Meetings of the Board may be held either at the head office of the Society or at any other place within or close to the City or Township of Langley.

6.3 Notice. The Chair or Vice-Chair or any two (2) members of the Board may convene a meeting of the Board at any time; and the Secretary-Treasurer, if so directed, shall convene a meeting of the Board. Notice of any meeting of the Board stating the day, hour and place of meeting shall be sent to each member of the Board at least ten (10) business days before the meeting is to take place; provided always that the meeting of the Board may be held at any time without formal notice if 60% (sixty per cent) of the members of the Board are present and all reasonable effort has been made to contact each Board member.

6.4 Quorum. The quorum of the Board shall consist of the greater of five (5) or 50% of current Directors present in person, one (1) of whom must be the Chair, Vice-Chair, or Secretary-Treasurer. The Chair shall be the Chair of all meetings of the Board, but if at the meeting the Chair is not present within fifteen (15) minutes after the time appointed for the holding of the meeting, the Vice-Chair shall act as the Chair, but if neither is present the Directors present may choose one of their members to be Chair of that meeting.

6.5 Minutes. Minutes shall be kept of all meetings of the Board, including conference calls. The Chair shall be responsible to make provisions for the taking of such minutes.

6.6 Voting. Questions arising at any meeting of the Board and committee of Directors shall be decided by a majority of votes.

6.7 Resolutions of the Board. 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 Directors.

Article 7: Committees

7.1 Committees and Task Forces. The Board may, from time to time, appoint such standing and special committees from among the members of the Society or otherwise as may be deemed fit, and the powers and duties of such committee shall be defined by the Board. No policies shall be initiated and no action shall be taken by any committee without the prior approval of the Board, who may delegate any, but not all of their powers to such committee. All committees so formed shall consist of at least one (1) Director. Such a committee shall conform to any rules that may from time to time be imposed on it by the Board, and shall report every act or thing done in exercise of those powers to the earliest meeting of the Board to be held next after it has been done.

7.2 Terms of Reference. The terms of reference for each committee and/or task force shall be defined by the Board and attached to the Board’s minutes.

Article 8: Procedure For Nominations &
Elections of Board Members

8.1 Nominating Committee. At least ninety (90) days prior to the annual general meeting of the Society, the Board shall appoint a Nominating Committee made up of three Directors, one of whom the Board shall appoint as chair of the Nominating Committee and two (2) voting members who are not Directors. The Nominating Committee shall be subject to the provisions of the Bylaws and the direction of the Board as to the number of Directors at large which are to be elected, for the ensuing year.

8.2 Nominations to the Board of Directors. Not less than sixty (60) days prior to the annual general meeting, the Nominating Committee shall present to the Board nominations of voting members of the Society in good standing for acceptance by the Board. A list of the nominees accepted by the Board shall be included in the notice of the annual general meeting. Any additional nominations can only be made if the nominee is a voting member in good standing; the nomination is in writing signed by the nominee stating their willingness to serve as a Director, if elected and by five (5) other voting members in good standing of the Society if the nominee is seeking to be elected as a Director at-large or, in the case of a Director of an industry sector by two (2) voting members in good standing of that industry sector, in signifying their support of the nominee and if the aforesaid is delivered to the Secretary-Treasurer of the Society at least fifteen (15) days prior to the annual general meeting. After the expiration of such period, the nomination for election shall be closed and the names of all duly nominated members for election as aforesaid shall be included in the list of nominees at the annual general meeting of the Society.

8.3 Election to the Board of Directors. At the annual general meeting, each voting member shall receive the appropriate ballot for that voting member’s industry sector which shall list the nominees in the voting member’s industry sector and at-large nominees. The completed ballots will be collected at the annual general meeting.

8.4 Ballot Count. The ballots will be counted by at least two (2) scrutineers appointed by the Board, who will report the election results to the members. The ballots shall be destroyed no less than seven (7) calendar days after the annual general meeting.

Article 9: Finance

9.1 Borrowing. Subject to the provisions of the Societies Act, in order to carry out the purpose 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 such manner as they decide. Provided, however, that no debenture may be issued without the sanction of a special resolution.

9.2 Records. The finances of the Society shall be under the control of the Secretary-Treasurer who shall be responsible for the maintaining of proper accounting records and insure that all monies of the Society shall be kept on deposit in a chartered bank, credit union or trust company.

9.3 Current Operating Account. The current operating account shall be maintained in such chartered bank, credit union or trust company as designated by the Board. All current operating incomes and dues received shall be deposited in this account, out of which normal operating expenses shall be paid. The Executive Director or Secretary-Treasurer shall present a financial report at each Board meeting.

9.4 Savings Account. The Board may maintain savings accounts or invest in short term bank deposits as may be advantageous to the Society. The Board shall insure that all conditions of deposit have been adhered to and shall approve all expenditures relating to savings and deposit accounts.

9.5 Signing Authorities. The signing authorities at all bank accounts shall be any two (2) of: the Chair, Vice-Chair, Secretary-Treasurer, Executive Director or their designates as approved by the Board. All cheques shall require the signature of two (2) signing authorities.

9.6 Presentation to Members. The Secretary-Treasurer shall present financial statements to members at the annual general meeting.

Article 10: Officers

10.1 Election of Officers. The Board shall appoint officers for the Society. Officers shall be members of the Board and there must be at least a Chair, Vice-Chair and a Secretary-Treasurer. The term of office for the Chair, Vice-Chair, and Secretary-Treasurer is one (1) year.

10.2 Appointment of Executive Director. The Board may appoint an Executive Director, who shall devote his or her full time to the affairs and operations of the Society and who shall have such authority and shall perform such duties as designated by the Board. The Executive Director does not need to be a member of the Board. The Executive Director shall be an ex officio non voting member of the Board. The Board may also appoint such other officers and agents as it deems necessary with such authorities and duties as may be prescribed by the Board.

10.3 Remuneration and Removal of Employees. The Board may hire staff and fix the remuneration to be paid to these employees of the Society who are not members of the Board. Such employees in the absence of an agreement to the contrary shall be subject to removal by resolution of the Board.

10.4 Delegation of Duties of Officers. In case of the absence or inability to act of the Chair, Vice-Chair or any other officer of the Society or for any other reason that the Board may deem sufficient, the Board may delegate all or any of the powers of such officer to any other officer or to any member of the Board for the time being.

10.5 Chair. The Chair shall, when present, preside at all meetings of the Board and of the members of the Society. The Chair shall be the chief executive officer of the Society. He or she shall possess and may exercise such powers and shall perform such duties as may be from time to time assigned to him or her by the Board.

10.6 Vice-Chair. The Vice-Chair shall carry out the duties of the Chair during any absence by the Chair and such other duties as may be decided by the Board from time to time.

10.7 Secretary-Treasurer. The Secretary-Treasurer shall do the following:

(a) issue notices of meetings of the Society and Directors;

(b) keep minutes of all meetings of the Society and Directors;

(c) have custody of all records and documents of the Society;

(d) have custody of the common seal of the Society;

(e) maintain the Register of Members;

(f) keep the financial records, including books of account, necessary to comply with the Society Act;

(g) render financial statements to the Directors, members and others when required.

Article 11: Execution of Contracts

11.1 Contracts, documents or instruments in writing requiring the signature of the Society shall be signed by any two (2) of the following: the Chair, the Vice-Chair, the Secretary-Treasurer and the Executive Director or their designates as approved by the Board. All contracts, documents or instruments in writing so signed shall be binding upon the Society without further authorization or formality, unless the Board otherwise directs. No such contracts, documents or instruments in writing shall be signed by any Officer or employee of the Society unless approved by the Board. The parameters within which the Executive Director enters into contracts will be established by the Board from time to time.

Article 12: Auditor

12.1 Unless otherwise required by the Act, the Society shall not be required to have an auditor. If in the opinion of the Board, it is in the best interest of the Society to have an auditor, the first auditor shall be appointed by the Board who shall also fill all vacancies occurring in the office of the auditor. Thereafter, at each annual general meeting the Society, the Board shall appoint an auditor to hold office until they are re-elected or their successor is elected at the next annual general meeting. An auditor may be removed at any time, by ordinary resolution of the Board. An auditor shall be informed forthwith in writing of their appointment or removal. No Directors and no employee of the Society shall be the auditor. The auditor may attend any meetings of the members of the Society and may attend the annual general meeting.