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Constitution

1. NAME

The name of the Association shall be “Water Supply Association of British Columbia”.

2. MISSION STATEMENT

To represent the interests of British Columbia’s public, domestic and irrigation water suppliers and their customers.

3. OBJECTS OF THE ASSOCIATION

a) To foster the interest and promote the welfare of its members in the irrigation and domestic water supply industry.

b) To act as a centre for accumulating and dispatching information to and for its members.

c) To work for and promote the development, conservation and proper utilization of the water resources in British Columbia.

d) To promote the adoption of Federal, Provincial or Municipal legislation that advances the objects of the Association and to oppose legislation that is detrimental to the objects of the Association.

4. MEMBERSHIP

a) Improvement Districts, Regional Districts and Municipalities: whose letters patent, powers or purposes contain irrigation and/or domestic water supply, distribution and fire protection.

b) Associate Members: companies who provide goods or services to Improvement Districts, Regional Districts or Municipalities.

c) Individual Membership: Individuals or organizations, who are interested or involved in the affairs of Improvement Districts, Regional Districts or Municipalities.

d) Life-Term Members: Individuals deemed worthy of special recognition by the Association.

5. FEES

The fees shall be as directed by the members at the Annual General Meeting.

6. DIVISION OF AREA

For the purpose of electing Directors the area shall be divided into five sections:

NORTH OKANAGAN SECTION:

All areas west of the main stem of the Columbia River from Kinbasket Lake to the U.S. border and between 50° 00’ and 50° 40’ latitude.

CENTRAL SECTION:

All areas west of the main stem of the Columbia River from Kinbasket Lake to the U.S. border and between 49° 40’ and 50° 00’ latitude.

SOUTHERN SECTION:

All areas west of the main stem of the Columbia River from Kinbasket Lake to the U.S. border and south of 49° 40’ latitude to the U.S. border.

EASTERN SECTION:

All areas east of the main stem of the Columbia River between Kinbasket Lake and the U.S. border to the Alberta border.

NORTHERN INTERIOR SECTION:

All areas west of the main stem of the Columbia River and north of 50° 40’ latitude.

The mailing address of Regional District or Municipalities will be used to determine which section they occupy.

7. BOARD OF DIRECTORS

a) The Association shall be governed by a Board of Directors. The Board of Directors shall consist of up to eleven (11) delegates to be elected at the Annual General Meeting as follows:

i) Two (2) Directors from each of the North Okanagan, Central and Southern Sections as defined in Section 6. These six (6) Directors must have offices within their sections.

ii) One (1) Director from each of the Eastern and Northern Interior Sections. These two (2) Directors must have offices within their sections.

iii) Additional Directors “at large” who will represent all sections as defined in Section 6 to bring the total number of Directors up to a maximum of eleven (11). There is no restriction as to where any of these Directors’ offices are located.

iv) Nominations and elections for the “at large” Directors shall take place after completion of elections for the section representatives. Additional “at large” Directors may be elected if any section representative positions remain unfilled as long as the total number of Board members does not exceed eleven (11).

v) Each of the Directors shall have equal Director rights.

b) Those eligible for a position on the Board of Directors shall be either:

i) An elected Trustee or an Official appointed by a Board of Trustees of an Improvement District within the Section; qualifying as a member in clause 4(a).

ii) An elected Councillor or appointed official by a city, municipal council or Regional District; qualifying as a member under clause 4(a).

c) The Directors shall be elected for a three year term, and in such a manner that only one position as a Director in each section would expire in any one year; except should a vacancy occur, the position so vacated shall be filled by an election at an annual meeting for a Director to complete the unexpired term.

d) In voting for Directors, only eligible members as defined in 8(d) will be allowed to vote.

e) Fifty percent attendance by Directors shall constitute a quorum at any meeting of the Board of Directors.

8. GENERAL MEETING

a) The Annual General Meeting of the Association shall be held during the month of October or November in each year.

b) An extraordinary general meeting may be called at any time at the direction of the Chairman and shall be called by the Chairman upon written request signed by 25% of the members eligible under clause 4(a).

c) Notice of any general meeting shall be sent to every member fourteen (14) days prior to the date set for the general meeting.

d) One (1) elected Trustee, Councillor or one (1) appointed official from each Improvement District, Regional District or Municipality shall have the right to vote at any general election.

e) Thirty percent of members as qualified under clause 4(a) shall constitute a quorum at the Annual General Meeting.

9. OFFICERS

a) The Board of Directors shall meet as soon as convenient after the annual meeting to elect from their members the officers to hold office during the ensuing year. All procedures of the Annual General Meeting shall be in accordance with Roberts Rules of Order.

b) The officers of the Association shall be the Chairman and Vice Chairman.

c) The Directors shall appoint a Secretary-Treasurer who may or may not be a Director.

10. ACCOUNTS AND RECORDS

a) The fiscal year of the Association shall be from September 1st to August 31st in any one year.

b) The accounts of the Association shall be audited at the end of each fiscal year by the auditor appointed at the annual meeting and his report shall be presented to the ensuing Annual General Meeting.

c) The books and records of the Association shall be open to the inspection of the members of the Association and any member who wishes to make such an inspection shall apply in writing to the Secretary-Treasurer. Upon receipt of such an application, the Secretary-Treasurer shall forthwith bring the same to the attention of the Board which shall cause the said books and records to be made available for inspection at such time and place as is reasonably convenient to everyone concerned, not later than 30 days from the day on which the Secretary-Treasurer received the said application. The provisions of this section shall apply only to:

i) records related to financial transactions of the Association;

ii) the minutes of all meetings of the Association.

11. BORROWING POWER

The Board is hereby authorized to engage in short term borrowing, pursuant to a resolution passed by the Board, to meet the current operating expenses of the Association. The total outstanding indebtedness so created by the Board shall at no time exceed $10,000.

12. INVESTMENTS

The Association may invest its funds in securities or investments which the Directors in their discretion consider to be reasonably secure and likely to return a fair income and may retain assets which it receives by way of gift, grant or bequest in the form in which the asset was originally received by the Association.

13. DISSOLUTION

Upon dissolution of the Association, all assets and accumulated surplus be transferred or donated to an organization with similar objectives that qualifies for the non-profit exemption pursuant to the Canadian Income Tax Act as administered by the Canada Revenue Agency.

14. SIGNING AUTHORITY AND CUSTODY OF SEAL

The Signing Authority of the Association shall be either the Chairman or the Vice Chairman, together with the Secretary-Treasurer.

15. AMENDMENTS TO THE CONSTITUTION

The Constitution of the Association may be altered only by an extraordinary resolution passed by three-quarters majority of those members qualifying under clause 4(a) present at a general meeting of which notice stating the intention to propose the extraordinary resolution has been duly given to the members.