Updated July 9th, 2020

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Mission Downtown Business Association (1996)

Constitution

 

1.  The name of the Society is “MISSION DOWNTOWN BUSINESS ASSOCIATION (1996)”

 

2.  The purpose of the Society is:

a.  To promote and improve trade, commerce, and economic and commercial development in the downtown area of Mission;

b.  To educate and inform the public as to the concerns of the business community of the downtown area of Mission;
c.  To establish and maintain communications with the District of Mission and to cooperate with the District of Mission and the Chamber of Commerce in an effort to improve and enhance the cultural, social, and economic conditions existing within the District of Mission;

d.  To do anything incidental and necessary to promote and attain the foregoing activities.

 

4.  The purpose of the Society shall be carried out without purpose of gain for its members and any profits or other accretions to the Society shall be used for promoting its purpose.

 

5.  Paragraphs 3 and 4 of the Constitution are unalterable in accordance with the Society Act. 

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Bylaws of the Mission Downtown Business Association (1996)

PART I: INTERPRETATION

1. In these Bylaws, unless the context otherwise requires:

a. Wherever the words "MDBA" occur in these bylaws, they shall be understood to mean "The Mission Downtown Business Association"

b. “Directors” means the Directors of the Society for the time being;

c. “Society Act” means the Society Act of the Province of British Columbia from time to time in force and all amendments to it;

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

e. “Property Owner” means a person, group, society, body or corporation who holds an interest registered at the District of Mission Land Titles Office as fee simple owner or purchaser under a registered Agreement for Sale of Class 5 or 6 real property located within the Mission Downtown Business Association;

f. “Tenant” means a person, group, society or corporation who leases, sub-leases or rents Class 5 or 6 real property within the boundaries of the Mission Downtown Business Association from which that person carries on a Business and for which that person holds a valid District of Mission business license and includes their Authorized Representative; 

g. “Special Business” is 
    i.  all business at an extraordinary General meeting except the adoption of the rules of
        order, and   
    ii. all business that is transacted at an Annual General meeting, except,

        -the adoption of rules of order,
       -the consideration of the financial statements,
       -the report of the Directors,
       -the report of the auditor, if any,
       -the election of Directors.

h. A “Member in Good Standing” is defined as a building owner or a business that operates within the boundaries of the Mission Downtown Business Association Improvement Area (Appendix A). A business must also hold a valid business license within the District of Mission.

 

2. The definition of the Society Act on the date these bylaws became effective to apply to these bylaws.

3. The Mission Downtown Business Association means the lands within the area outlined on the map attached as Schedule A to the Bylaws of the Society, or any such area or areas designated from time to time by the District of Mission pursuant to Sec. 215 of the Community Charter and amendments thereto.

 

4. Words importing the singular include the plural and vice versa; and words importing a person include group, business, society, or corporation.

 

PART II: MEMBERSHIP

    

5. Every member shall uphold the Constitution and comply with these Bylaws.

 

6.  A person holding the deed to a commercial property or a current business license with the District of Mission that is within the boundaries of the Business Improvement Tax Levy catchment shall be a member. Not-for-Profit agencies within the Business Improvement Tax Levy may also apply; however, they will relinquish voting privileges in regard to financial matters.

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7.  No member shall without the prior approval of the President or the Executive Director:

a. represent or speak on behalf of the Society; or

b. order any goods or services in the name of the Society.

 

8.  A person shall cease to be a member of the Society, if any of the following occurs;

a. by delivering his/her resignation in writing to the President of the Society or by mailing or delivering it to the address of the Society, or

b. on their death, or 

c. in the case of a corporation dissolution, or

d. on having been a member not in good standing for 12 consecutive months, or

e. is no longer a property owner or holds a business license within the boundaries of the Business Improvement Tax Levy Catchment.

 

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PART III:  MEETINGS OF MEMBERS

 

9. The first Annual General Meeting (AGM) of the society 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.

 

10.  Notice of the Annual General Meeting, other than that which is posted on, shall be published in a newspaper circulating in the area of the MDBA and posted at the offices of the Society at least fourteen (14) days prior to the AGM. 

 

11.  A quorum at the Annual General meeting is TEN (10) members present or such greater number as the members may determine at an Annual General meeting.

 

12. A member in good standing present at a meeting of members is entitled to one vote

a. A vote is by show of hands;

b. Voting by proxy is not permitted;

c. A person who is both a property owner and holds a valid business licence within the Business Improvement Tax Levy catchment may have 2 votes.

 

13.  A Corporation member may vote by its authorized representative, who is entitled to speak and vote, and in all other respects exercise the rights of a member and that representative shall be reckoned as a member for all purposes with respect to a meeting of the Society.

 

14.  General meetings of the Society shall be held at such time and place in accordance with the Societies Act, and as the Directors decide.  General meetings should be held monthly. 

 

15.  Every General meeting, other than an Annual General meeting, is an extraordinary General meeting.

 

16.  The Directors may, whenever they think fit, convene an extraordinary General meeting.

 

17.  Notice of General meetings:

a.  Shall specify the place, the day and the hour of the meeting, and in the case of special business, the general nature of that business.

b.  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 invalidate proceedings at the meeting.

18. Parliamentary procedure shall be followed at Annual General Meetings and Board meetings in accordance with “Robert’s Rules of Order”.

 

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PART IV:  PROCEEDINGS AT GENERAL MEETINGS

 

19.  At the first meeting of the Directors after the Annual General Meeting, the Directors will choose from amongst themselves who will act as the officers of the Society which consist of:

a.  President,

b.  Vice President,

c.  Treasurer, ​
d.  Immediate Past President or, in the absence of the Past President, a Signing Director appointed by the Board,

e.  Members-at-Large.

 

20.  No business, other than the election of a Chairman, in the absence of the President or Vice President and the adjournment or termination of a meeting, shall be conducted at a General meeting at a time when a quorum is not present.

 

21.  A quorum at all other General meetings shall be 50 percent of elected Board members plus one.

 

22.  If within thirty (30) minutes from the time appointed for a General meeting a quorum is not present, the meeting, if convened on the requisition of members, shall be terminated; but in any other case, it shall stand adjourned to the next date it can be reconvened.

 

23.  Subject to Bylaw nineteen (19), the President, the Vice President, or in the absence of both, one of the Directors present shall preside as Chair of a General meeting. 

 

24.  If at a General meeting there are no President, Vice President, or another Director present within fifteen (15) minutes after the time appointed for holding the meeting, or the President and all the other Directors present are unwilling to act as the Chair, the members present shall choose one of their numbers to be the Chair.

 

25.  Minutes of the proceedings of all Board meetings shall be recorded and kept by the Executive Director. 

 

26.  The entry and adoption of such minutes shall be made available to all Board members present or excused. 

 

27. 

(1) A General meeting may be adjourned from time to time and from place to place, but no business shall be transacted at the adjourned meeting.   

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

(3) Except as proven in this bylaw, it is not necessary to give notice of an adjournment or of the business to transact at an adjourned general meeting.

 

28.  Parliamentary procedure shall be followed at Annual General Meetings and Board meetings in accordance with “Robert’s Rules of Order”.

 

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PART V:  DIRECTORS AND OFFICERS

 

29.  The Directors may exercise all such powers and do all such acts and things as the Society may exercise and do, and which are not by these bylaws or by statute or otherwise lawfully directed or required to be exercised or done by the Society in the General meeting, but subject, nevertheless, to the provisions of:

a. all laws affecting the Society;

b. these Bylaws; and 

c. rules, not being inconsistent with these Bylaws, which are made from time to time by the Society in a General meeting.

 

30.  No rule, made by the Society in a General meeting, invalidates a prior act of the Directors that would have been valid if that rule had not been made.

 

31.  The Board of Directors shall consist of a minimum of eight (8) and a maximum of twelve (12) persons elected by the Members at the Annual General Meeting, all of whom are in good standing with up to four non-voting liaisons appointed by the Board of Directors based on the Board’s discretion.

 

32.  Directors shall be elected for a one (1) or two (2) year term.  However, the Directors shall be divided equally so that approximately one-half of the Directors shall be elected every year.

 

33.  Directors shall retire from office at the Annual General Meeting corresponding with their terms. They may also run for re-election at the Annual General Meeting if their term has come to an end. 

 

34.  The following positions shall be elected by the Directors from among their numbers at the first General meeting of the Directors following the AGM and shall serve for no more than two (2) years consecutively, subject to item 31. 

 

These positions will also make up the Executive of the DBA.

a.   President,

b.   Vice President,

c.   Treasurer,

d.   Immediate Past President or, in the absence of the Past President, a Signing Director appointed by the Board.

 

35.  The election of the Executive may be by acclamation; otherwise, it shall be by ballot.

 

36.  If no successor is elected, the person previously elected or appointed continues to hold office.

 

37.  The Directors may at any time and from time to time, appoint a member as a Director to

fill a vacancy in the Directors. A Director so appointed holds office only until the conclusion of the next  Annual General Meeting of the Society but is eligible for re-election at the meeting.

 

38.  No Act or proceeding of the Directors is invalid only by reason of there being less than the prescribed number of Directors in office.

 

39.  A person shall cease to be a Director of the Society;

a.  on death or permanent incapacitation;

b.  by delivering a written resignation to the President of the Society, or by mailing or delivering it to the address of the Society, specifying therein the effective date of resignation,

c.  upon holding any salaried position with the Society;

d.  when the Director as an individual, partner, or shareholder, is concerned with or participates in the profits of any contract with the Society;

e.  upon being absent from three Directors meetings without a valid reason acceptable to the President; or

f.   when that Director is asked to resign by way of a resolution approved by 75% of the Directors or by a special resolution at a General meeting.

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40.  The Board may, by special resolution, remove a Director before the expiration of his term of office for:

a.  gross misconduct unbecoming an officer of the Board; or

b.  financial misconduct of the Society’s funds; or

c.  any other issue that may arise where the Board agrees removal is in the best interest of the Society; and
d.  may elect a successor to complete the term of office.

 

41.  Upon resignation or term-end, each Director shall turn over to the Executive Director all records and documents as required by the Directors.

 

42.  No Director shall be remunerated for being or acting as a Director but a Director shall be reimbursed for all expenses necessarily incurred by them while engaged in the affairs of the Society.

 

43.  A Director who may be absent temporarily from British Columbia may send or deliver to the address of the Society, a waiver of notice of any meeting of the Directors and may, at any time, withdraw the waiver, and until the waiver is withdrawn;

a.  no notice of a meeting of Directors shall be sent to the Director, and

b.  any and all meetings of the Directors of the Society, notice of which has not been given to that Director shall, if a quorum of the Directors are present, be valid and effective.

 

44.  A Director may at any time, and the Executive Director, on the request of a Director, shall convene a meeting of the Directors.

 

 

PART VI: COMMITTEES

 

45.  The Directors may delegate any, but not all, of their powers to Committees consisting of such Directors or other individuals as they think fit.

 

46.  A Committee so formed in the exercise of the powers so delegated shall conform to any rules that may from time to time be imposed on it by the Directors, and shall report every act or thing done in exercise of those powers to the earliest meeting of the Directors to be held next after it has been done.

 

47.  Subject to the directions of the Directors, the Committee shall determine its own procedures.

 

48.  A Committee may elect a Chairperson of its meeting; but if no Chairperson is elected, or if at any meeting the Chairperson is not present within 30 minutes after the time appointed for holding the meeting, the Directors present who are members of the Committee shall choose one of their numbers to chair the meeting.

 

49.  The members of a Committee may meet and adjourn as they deem necessary.

 

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PART VII:  DUTIES OF OFFICERS

 

50.  The President shall preside at all meetings of the Society and the Board. He/she shall regulate the order of business at such meetings, receive and put forward lawful motions, and communicate to the meeting what he may think concerns the MDBA. He/she shall vote only in case of a tie. Upon an appeal being made from a decision of the presiding officer, the vote of the majority shall decide. The President shall, with the Treasurer, sign all papers and documents requiring a signature on behalf of the MDBA, unless someone else is appointed by the Board. It shall be the duty of the President to present a general report of the activities of the year at the Annual General Meeting.

    

51.  The Vice President shall carry out the duties of the President during their absence. In the absence of those Officers, the Directors shall appoint a Chairman to act temporarily. 

 

52.  The signing officers of the MDBA shall be any two of the President, Vice-President, Treasurer, and/or the Immediate Past President/Signing Director and such persons are authorized to sign all contracts, notes, drafts and cheques on behalf of the Society.

 

53.  The Treasurer and/or the Executive Director shall be responsible for keeping the books of the MDBA, conducting its correspondence, retaining copies of all official documents, and shall perform all other duties as properly pertain to this office. He/she shall, with the Society, have custody of all papers and documents requiring signature or execution on its behalf. He/she shall maintain an accurate record of the proceedings of the MDBA and of the Board. At the expiration date of his/her term of office, the Treasurer shall deliver to the MDBA all books, papers and other property of the Society.

 

54.  An Executive Director may be appointed by the Board. The Executive Director shall be directly responsible to the President on behalf of the Board for the general control and management of the MDBA’s business and affairs. The Executive Director shall submit to the Board monthly reports pertaining to activities conducted on behalf of the MDBA.

 

 

PART VIII:  SEAL

 

55.  The Directors may provide a common seal for the Society and they shall have power from time to time to destroy it and substitute a new seal in place of the seal destroyed.

 

56.  The common seal shall be affixed only when authorized by a resolution of the Directors and then only in the presence of the persons prescribed in the resolution or if no persons are prescribed in the presence of the President and/or Executive Director. 

        

 

PART X:  INSURANCE

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57.  For so long as the Society has funds collected by the District of Mission by way of a levy or otherwise, the Society shall at all times carry a policy of comprehensive general liability insurance with the District of Mission as additional named insured.

 

58.  The Board of Directors may arrange for the Society to obtain Directors’ and Officers’ liability and indemnity insurance on such terms and for such amounts as the Directors in their absolute discretion deem advisable and such insurance shall cover the Directors and Officers of the Society and such other individuals (if any) as the Directors may determine.

 

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PART XI:  AUDITOR

 

59.  This Part applies only where the Society is required or has resolved to have an auditor.

 

60.  The first auditor shall be appointed by the Directors, who shall fill all vacancies occurring in the office of the auditor.

 

61.  At each Annual General Meeting, the Society shall appoint an auditor to hold office until he is re-elected or his successor is elected at the next general meeting.

 

62.  An auditor may be removed by ordinary resolution.

 

63.  An auditor shall be informed forthwith in writing of appointment or removal.

 

64.  No Director and no employee of the Society shall be an auditor.

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65.  The auditor may attend General meetings.

     

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PART XII:   ACCOUNTS

 

66.  Any monies granted to the Society by the District of Mission pursuant to District of Mission Bylaw #5793-2018 and amendments thereto:

a. Are to be spent in accordance with requirements of the District of Mission and as contained within the Annual Budget and Business Plan of the Society as determined from time to time by the members of the Society. 

b. If not required for immediate use may be invested only in such securities in which trustees are authorized by the Trustee Act.

 

67. The fiscal year of the Society shall be the same fiscal year of the District of Mission. 

 

68.  To comply with the Bylaw the MDBA will:

a.  Submit an annual budget for review by the Council on or before July 1st of each year;

b.  Submit to the District, an auditor's review engagement on a fiscal year basis, and such auditor shall be a member or a partnership whose partners are members, in good standing as a Certified Public Accountant. Such review engagement shall be prepared in accordance with generally accepted accounting principles and shall include a balance sheet and a statement of revenue and expenditure. A review engagement for the immediately preceding fiscal year shall be submitted to the District on or before July 1st of each year; and

c. Remain a Society incorporated and in good standing under the provisions of the Society Act, RSBC 1996, Chapter 433, or a Committee of the DBA established as the "Mission Downtown Business Association", created by resolution at a duly constituted meeting. 

   

        

PART XIII:  BYLAWS

 

69.  On being admitted to membership, upon request, a member is entitled to and the Society shall give him/her, without charge, a copy of the Constitution and Bylaws of the Society.

 

70.  Bylaws may be made, repealed or amended by a majority of the members of the MDBA present at any Annual General Meeting, a notice of such proposal having been given in writing by one member and seconded by another at a previous General meeting and duly entered as the minutes of the Society.

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APPENDIX A