Governance | Sakoo Support Society

Members

The Society has one class of members, its voting members, and each member has one vote. The members elect the directors, receive the financial statements at the annual general meeting, and decide the matters the Societies Act reserves to them.

A change to the constitution or the bylaws needs a special resolution of the members, passed by at least two-thirds of the votes cast, and takes effect only once it is filed with the BC Registry. The Society holds an annual general meeting in every calendar year after the year of its incorporation, starting in 2027.

Bylaws, Parts 3, 4 and 13

Board of directors

The board manages, or supervises the management of, the Society’s activities and internal affairs. It has three directors, elected by the members at the annual general meeting for terms of about two years, staggered from the first annual general meeting so that they do not all end together.

At least one director must be ordinarily resident in British Columbia. Two directors form a quorum, each director has one vote, there is no casting vote, and no director may vote by proxy.

Bylaws, Parts 5 and 6

Board positions

Each position is held by a director appointed by the board (Bylaws, Part 7).

Chair: Presides at general meetings and board meetings, and leads the board.
Secretary: Keeps the minutes, the registers of members and directors and the Society’s other records, conducts its correspondence, and sees that the notices and filings the Societies Act requires are given and made.
Treasurer: Keeps the financial records and books of account, and presents financial statements to the board, the members and others when required.

Use of resources

Section references are to the Society’s bylaws.

For the purposes only: The Society devotes all of its resources to the purposes in its constitution. (s. 2.1)
No private benefit: No income or property of the Society is paid or transferred to a member, director or officer, except reasonable reimbursement of expenses and reasonable pay for services given in a capacity other than as a director, where the law permits it. (s. 2.4)
Unpaid directors: Directors are not paid for serving as directors. A majority of the directors may never be paid by the Society under a contract of employment or for services. (s. 5.7)
Conflicts of interest: A director with a material interest in a matter discloses it fully, does not vote, is not counted in the quorum, and leaves the meeting while the matter is considered. The minutes record the interest. (s. 5.8)
Independent control: The Society keeps full and independent control over the use of all of its property. It does not act as a conduit, and it does not accept or solicit a gift on condition that the gift be passed to a person or organization that is not a qualified donee under the Income Tax Act (Canada). (s. 2.5)

Programs and money

Policies first: Written board policies must be in place before the Society gives a benefit to an individual or makes a grant to another organization. (ss. 2.3, 2.10)
Two signatures: The Society’s funds are held in its own name at a financial institution the board designates. Payments above a threshold the board sets, and payments that carry a heightened conflict-of-interest or grant-compliance risk, need the approval of two signing officers. (s. 10.2)
Within the law: The Society makes no disbursement and enters no transaction that would breach the law in force in Canada, including sanctions and anti-terrorism law. The board may suspend any disbursement or activity where that is needed to ensure compliance. (s. 2.12)

Records and accountability

Records: Proper books and records are kept in Canada, at the registered office or at another place in British Columbia that the board designates. (ss. 2.8, 11.1)
Financial year: The financial year ends on December 31. (s. 10.1)
Financial statements: The board presents financial statements to the members at each annual general meeting, with the disclosure of remuneration that the Societies Act requires. (s. 10.4)

Permanent provisions

On dissolution: If the Society is ever wound up, any property left after its debts are paid goes to one or more qualified donees under the Income Tax Act (Canada), and never to its members. (s. 2.9)
Fundamental provisions: The provisions on use of resources, private benefit, conduits and dissolution can be changed only by a special resolution passed by at least three-quarters of the votes cast. (s. 2.11)

How the Society is governed