Bylaws

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FORM 2

SOCIETY ACT

CONSTITUTION

1. The name of the society is {Nepal Cultural Society of BC}.

2. The purposes of the society are:
{

(a) To help the people of Nepali origin resident in British Columbia for the preservation and promotion of Nepali identity and culture.
(b) To promote Nepali culture amongst residents of British Columbia.

(c) To encourage cooperation, goodwill and mutual support among people of Nepali origin.
(d) To help human development activities in Nepal.

(e) To undertake activities of charity and welfare benefiting members of Nepali community or Canadian citizens at large (Added by 3rd AGM).}

BYLAWS OF NEPAL CULTURAL SOCIETY OF BC

Part 1 – Interpretation

1 (1) In these bylaws, unless the context otherwise requires: “directors” means the directors of the society for the time being;

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

“registered address” of a member means the member’s address as recorded in the register of members.

(2) The definitions in the Society Act on the date these bylaws become effective apply to these bylaws.
2 Words importing the singular include the plural and vice versa, and words importing a male person include a female person and a corporation.

Part 2 – Membership

3 The members of the society are the applicants for incorporation of the society, and those persons who subsequently become members, in accordance with these bylaws and, in either case, have not ceased to be members.

4 “Sub-clause 1 – Ordinary Membership (Amended by 2nd AGM)
Sub-sub-clause 1.1 – Voting and Non-Voting Members

Ordinary membership is open to all Canadian citizens and permanent residents as well as people of any other nationality or origin living inside or outside of Canada. A person may apply to the directors for ordinary membership in the society and on acceptance by the directors and upon payment of the applicable membership fee is an ordinary member. Voting rights will however be limited to the following:

a) All of the First Directors of the society;

b) An ordinary member who is a bearer of Nepali passport;
c) An ordinary member who was bearer of Nepali passport in the past;

d) An ordinary member who is spouse or common law partner of a present or past bearer of Nepali passport. (Amended by 6th AGM);
e) An ordinary member who is descendant of a present or past bearer of Nepali passport;

f) An ordinary member who identifies him/herself with Nepali origin through language and ethnicity. (Added by 6th AGM)

A voting member will hereinafter be referred to as “the Member” or simply as a “member” and a non-voting member will hereinafter be referred to as “the Associate Member”.

An Associate Member may participate in all general and extraordinary meetings of the society, but shall not be included in the count for minimum quorum requirement as set by the bylaws for the proceeding of such meetings. An Associate Member may be nominated in the committees and/or sub-committees of the Society, but cannot become a Director or office bearer of the Society.

Upon recommendation of at least four (4) directors, the Society during its general or extraordinary meeting may grant, by required majority of such meetings, voting rights to an Associate Member of at least five consecutive years.

Pursuant to section 7 of the Society Act, number of Associate Members with non-voting rights will not at any time exceed the number of Members with voting rights.

Sub-sub-clause 1.2 – Categories of Ordinary Membership

Ordinary Membership will have following four (4) categories, which shall also be the basis to determine the membership fee:

a) Individual Membership – upon payment of an individual membership fee, an ordinary member eligible for voting rights will be considered a member in good-standing for one vote. Anyone not qualifying for voting rights shall, pursuant to Sub-sub-clause 1.1 of bylaw 4, be deemed an Associate Member.

b) Family Membership – in accordance with the resolution number 3(c) of the Society’s first Annual General Meeting of 26 March 2000 a “family” will deem to include all the persons of 19 years or older living under one roof, who will be legally recognised as “a family member” under the BC law and/or socially recognised as “a family member” under the Nepali culture. The family membership will further include the parents or parents-in-law, who are senior citizens and have been living with the family for over six (6) months. Family membership will qualify for maximum of two (2) voting rights and no more than one (1) member out of a family membership may be nominated for election to the position of Director (Amended by 3rd AGM). Notwithstanding the above, any one of the
“family members” may apply for individual membership.

c) Life Membership — by paying the life membership fee, an individual member may become Life Member. If eligible for voting, the member will be considered a member in good standing for one vote for life. Anyone not qualifying for voting rights shall, pursuant to

Sub-sub-clause 1.1 of bylaw 4, be deemed an Associate Life-Member. If two or more members of one family (refer to the foregoing section for the definition of “a family”) become individual life members, the family will be accorded a family life-membership which would qualify up to six (6) members of that family for ordinary membership. Family life-membership is not inheritable. Should the number of individual life membership in the family reduce to only one person at any time the provision of family life-membership will cease to be effective by default.

d) Student Membership – will include individuals who are in Canada with Student Authorisation, or are attending full time school or university with no source of income in or out-campus. Student Membership will be individual only and the fee will be set accordingly. Spouse of a student will also be eligible, individually, for Student Membership. Anyone not qualifying for voting rights shall, pursuant to Sub-sub-clause 1.1 of bylaw 4, be deemed an Associate Student-Member.

Sub-clause 2 – Honorary Membership

Upon recommendation of at least four (4) directors, the Society during its general or extraordinary meeting may grant Honorary Membership to eminent persons or senior officials from public or diplomatic services with direct or indirect ties to the cause of the Society. Generally, such membership will be granted to ex-officio Nepalese Ambassador or Consular to Canada and Canadian Ambassador or Consular to Nepal; Canadian Provincial MLA; and Federal MP. In addition, distinguished persons in Canada and/or Nepal may also be granted Honorary Membership. Honorary Membership will be for life, unless repealed by a 2/3rd majority of the Society. For the ex-officio, the tenure would be associated with the position. Honorary Members need not pay any membership dues and will be non-voting.

Sub-clause 3 – Reciprocal Membership

Upon recommendation of at least four (4) directors, the Society may grant Reciprocal Membership to a Director or Member of (i) another Nepali association in North America or (ii) a Nepal-interest Canadian Association. Generally, such membership will be granted in reciprocity when one of the Society’s Directors receives membership from another association or organisation. Reciprocal Membership will be in effect until abdicated by the receiver or repealed by a 2/3rd majority of the Society. Reciprocal Membership will be automatically annulled when the other association cancels its membership to the Society’s member.

Membership fee under this category will be on a reciprocal basis and will be non-voting.

Sub-clause 4 – Institutional Membership

Upon recommendation of at least four (4) directors, the Society may grant Institutional Membership to any Canadian or Nepali or other international institution with interests in Nepal and Nepali people. Such membership will generally be granted to not-for-profit or research institutions. If however a for-profit institution expresses interest in becoming an Institutional Member, and if at least four (4) of the Directors recommend, the proposal will be presented for the Society’s approval during general meeting. The Directors may set

Institutional Membership fee on a case-by-case basis. All charitable institutions will however be exempt from paying membership fees.
5 Every member must uphold the constitution and comply with these bylaws.

6 The amount of the first annual membership must be determined by the directors and after that the annual membership must be determined at the annual general meeting of the society. Membership fees will be applicable on a Fiscal year basis (01 April to 31 March inclusive) with annual fees due on April 1 of each year [Amended by 11th AGM].

However, the membership fees must be paid no later than the start of the first General Meeting (Annual or Extraordinary) of the year. (Amended by 6th AGM)
7 A person ceases to be a member of the society

a. by delivering his or her resignation in writing to the secretary of the society or by mailing delivering it to the address of the society,
b. on his or her death, in the case of corporation, on dissolution,

c. on being expelled, or

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

8 (1) A member may be expelled by a special resolution of the members passed at a general meeting.

(2) The notice of special resolution for expulsion must be accompanied by a brief statement of the reasons for the proposed expulsion.

(3) The person who is the subject of the proposed resolution for expulsion must be given an opportunity to be heard at the general meeting before the special resolution is put to a vote.

9 A member must be in good standing to exercise all the rights due to the member. All members are in good standing except a member who has failed to pay his or her current annual membership fee, or any other subscription or debt due and owing by the member to the society, and the member is not in good standing so long as the debt remains unpaid. However, uninterrupted membership is not a requirement to be reinstated as a member in good standing.”(Amended by 6th
AGM)

Part 3 – Meetings of Members

10 General meetings of the society must be held at the time and place, in accordance with the Society Act, the directors decide.

11 Every general meeting, other than an annual general meeting, is an extraordinary general meeting.

12 The directors may, when they think fit, convene an extraordinary general meeting. The lesser number of fifteen or 10% of the members of good standing may, at any time, call the extraordinary general meeting by giving a prior notice of no less than 15 days.

13 (1) Notice of a general meeting must specify the place, day and hour of the meeting, and in case of special business, the general nature of that business.

(2) 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 that meeting.

14 The first annual general meeting 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 general meeting.

Part 4 – Proceedings at General Meetings 15 Special business is

(a) all business at an extraordinary general meeting except the adoption of rules of order, and
(b) all business conducted at an annual general meeting, except the following:

(i) the adoption of rules of order;

(ii) the consideration of the financial statements;

(iii) the report of the directors

(iv) the report of the auditor. If any;

(v) the election of directors;

(vi) the appointment of the auditor, if required;

(vii) the other business that, under these bylaws, ought to be conducted at an annual general meeting, or business that is brought under consideration by the report of the directors issued with the notice convening the meeting.

16 (1) Business, other than the election of a chair and the adjournment or termination of the meeting, must not be conducted at a general meeting at a time when a quorum is not present.

(2) If at any time during a general meeting there ceases to be a quorum present, business then in progress must be suspended until there is quorum present or until the meeting is adjourned or terminated.

(3) A quorum is the lesser number of fifteen (15) or ten percent (10%) of the members in good standing, but in any event no less than three (3) members in good standing (Amended by 2nd AGM).

17 If the general meeting is convened at the requisition of members and no quorum is present within 30 minutes from the time appointed, the meeting must be terminated. If the general or extraordinary meeting is convened by the Board of Directors and no quorum is present within 30 minutes of the time appointed, the meeting will stand adjourned to the next hour following the original time appointed for the meeting, on the same day and at the same place and the members present constitute a quorum.

18 Subject to bylaw 19, the president of the society, the vice president or, in the absence of both, one of the other directors present, must preside as chair of a general meeting.
19 If at a general meeting

(a) there is no president, vice president pr other director present within 15 minutes after the time appointed for holding the meeting, or

(b) the president and all the other directors present are unwilling to act as the chair, the members present must choose one of their number to be the chair.

20 (1) A general meeting may be adjourned from time to time and from place to place, but business must not be conducted at an adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

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

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

21 (1) A resolution proposed at a meeting shall be seconded, and the chair of a meeting may move or propose a resolution.

(2) In the case of a tie vote, the chair does not have a casting or second vote in addition to the vote to which he or she may be entitled as a member, and the proposed resolution does not pass.

22 (1) A member in good standing present at a meeting of members is entitled to one vote.

(2) Voting is by show of hands.

(3) At all General Meetings of the Society, each member shall have one vote; and in the absence of any member at any General Meeting of the Society such member may, by proxy in writing; appoint another member of good-standing who is present at such a meeting or an adjournment thereof to vote in the place of such absent member. No person shall act as proxy for more than five members.

The proxy shall be delivered to the Member Secretary of the Society before or at the time for holding the meeting at which the person named in the proxy proposes to vote. A permanent proxy or proxy entitling a member to vote at other than one meeting shall be void.

An instrument appointing a proxy is included as an appendix following the last sheet of this constitution containing the signature of applicants and witnesses.

23 A corporate 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 must be considered as a member for all purposes with respect to a meeting of the society.

Part 5 – Directors and Officers

24 (1) The directors may exercise all the powers and do all the acts and things that the society may exercise and do, and that are not by these bylaws or by statute or otherwise lawfully directed or required to be exercised or done by the society in a general meeting, but subject, nevertheless, to

(a) all laws affecting the society,

(b) these bylaws, and

(c) rules, not being inconsistent with these bylaws, that are made from time to time by the society in a general meeting.

(2) A rule, made by the society in a general meeting, does not invalidate a prior act of the directors that would have been valid if that rule had not been made.

25 (1) The president, vice president, secretary, treasurer and one or more other persons are the directors of the society.

(2) The number of directors must be 5 or a greater number determined from time to time at a general meeting; A minimum of two (2) directors must always be women. (Amended by 6th AGM)

26 (1) The Directors and Officers must retire from office at every second annual general meeting when their successors are elected. Starting the March 2001 election, the Directors and Officers will be elected for a term of two (2) years (Amended by 2nd AGM). A Director shall be eligible to serve at most two consecutive full or partial terms. A Director who is elected or appointed in the middle of a term or who resigns in the middle of a term is considered to have served a partial term. A Director shall be limited to one partial term during a full term of the Board of Directors (Amended by 6th AGM). Any such Director shall however be eligible for re-election after the break of one term (Amended by 3rd

AGM).

(2) The positions of the Directors and Officers shall be filled by an election, which shall be conducted by ballot and/or by electronic voting (e-voting).

(3) The election of the Directors and Officers shall be conducted by an Election Committee (EC) at the AGM when the term of the current BOD concludes.

(4) The EC shall be formed by the BOD 30 (thirty) days prior to the AGM.

(5) The EC shall consist of at least 3 (three) members and one of them shall serve as the Chair. The Chair shall be selected by the members of the EC.
(6) The members of the EC shall not be candidates for the election.

(7) Only the members having voting right as per this Bylaws are eligible to be a candidate for any one position.

(8) The EC shall make an announcement of the election 15 (fifteen) days prior to the date of the election. The election announcement shall include information like the date, time, and venue of the election and the election procedure.

(9) The EC shall observe the following general guidelines for the election:

a) Filing nomination: An eligible individual shall become a candidate for one specific position by being nominated by a voting member and seconded by at least one another voting member and affirmed by the candidate in a form prescribed by the EC.

b) Publication of the preliminary list of candidates: The EC shall verify the eligibility of the candidates, drop ineligible candidates, and publish the preliminary list of candidates at the venue where the election is designated to take place and/or electronically using the Society’s official e-mail account.

c) Withdrawal and protest: The EC shall provide time period to the candidates to withdraw their candidacy after the publication of the preliminary list of candidates. The EC shall also provide a time period for the members to protest the candidates’ eligibility for candidacy.

d) Publication of the final list of candidates: The EC shall verify the authenticity of the withdrawals and protests, and publish the final list of candidates at the place and in the manner as described in 26(9) (b).

e) Voting: Voting will be held in a prescribed manner for the positions where there are more candidates than the available position(s). A candidate for any position for which he or she is the sole candidate shall be deemed elected for that position.

f) Publication of result of the election: The EC shall count all eligible votes and publish the result of the election at the place and in the manner as described in 26(9) (b).

g) Issuance of the Certificate of Election: The EC shall issue a Certificate of Election to each elected Director and Officer.

h) Termination of the EC: The EC chair, immediately after issuing the certificate of election, shall declare the termination of the EC.

(10) The EC may develop other procedures, not described herein, if necessary for conducting the election effectively remaining within the provisions

of the Bylaws.
(11) In the event of any election-related dispute, the EC’s majority ruling shall be final.

[Amended by 11th AGM].
27 (1) The directors may at any time and from time to time appoint a member as a director to fill a vacancy in the directors.
(2) A director so appointed holds office until next election of the Directors.

28 (1) If a director resigns his or her office or otherwise ceases to hold office, the remaining directors must appoint a member to take place of the former director.

(2) An act or proceeding of the directors is not valid merely because there are less than the prescribed number of directors in office.

29 The members may, by special resolution, remove a director, before the expiration of his or her term of office, and may elect a successor to complete the term of office.

30 A director must not be remunerated for being or acting as a director but a director must be reimbursed for all expenses incurred by the director while engaged in the affairs of the society if he/she obtains approval from the president. The expenses incurred by the president must be approved by the board for the reimbursement.

Part 6 – Proceedings of Directors

31 (1) The directors may meet at the places they think fit to conduct business, adjourn and otherwise regulate their meetings and proceedings, as they see fit.
(2) Minimum quorum of 4 directors is necessary to conduct business.

(3) The president is the chair of all meetings of the directors, but if at a meeting the president is not present within 15 minutes after the time appointed for holding the meeting, the vice president must act chair, but if neither is present the directors present may choose one of their number to be the chair at that meeting.

(4) The secretary, on the request of the president or 3 directors, must convene a meeting of the directors by giving seven days prior notice.

(5) The Secretary shall keep minutes of a BOD meeting and within ten (10) calendar days of the meeting will send a draft to all Directors who were present in the meeting for their comments. The Directors shall give their comments within seven (7) calendar days after receiving the draft. The Secretary will incorporate the comments within seven (7) calendar days after receiving them from the Directors. The Secretary will then send a revised draft to all the concerned Directors for their approval. Once the minutes are approved and duly signed, the Secretary shall communicate them to the general members within three (3) calendar days. The minutes will have to be approved and duly signed by all the Directors present in the concerned meeting. (Added by 6th AGM)

(6) Directors are responsible to provide their comments on the minutes and may also write the notes of dissent on the resolutions they do not agree on. The Secretary shall include the notes of dissent on the final minutes before circulating to the general members. The directors/officers who attended the BOD meeting but resigned following the meeting (but before the minutes had been finalized) shall have rights to review the minutes of the BOD meeting and provide his/her feedback, and any dissent should be duly noted in the minutes.”

(Added by 6th AGM)

32 (1) The directors may delegate any, but not all, of their powers to committees consisting of a director as they think fit.

(2) A committee so formed in the exercise of the powers so delegated must conform to any rules imposed on it by the directors, and must report every act or thing done in exercise of those posers to the earliest meeting of the directors held after the act or thing has been done.

33 A committee must elect a chair of its meetings, but if no chair is elected, or if at a meeting the chair is not present within 30 minutes after the time appointed for holding the meeting, the directors present who are members of the committee must choose one of their number to be the chair of the meeting.

34 The members of a committee may meet and adjourn as they think proper.

35 For a first meeting of directors held immediately following appointment or election of a director or directors at an annual or other general meeting of members, or for a meeting of the directors at which a director is appointed to fill a vacancy in the directors, it is not necessary to give notice of the meeting to the newly elected or appointed director or directors for the meeting constituted, if a quorum of the directors is present.

36 A director who may be absent temporarily from British Columbia may send or deliver to the address of the society a waiver of notice, which may be by letter, telephone, fax or email, of any meeting of the directors and may at any time withdraw the waiver, and until the waiver is withdrawn,

(a) a notice of meeting of directors is not required to be sent to that director, and

(b) any and all meetings of the directors of the society, notice of which has not been given to that director, if a quorum of the directors is present, are valid and effective.

37 (1) Questions arising at a meeting of the directors and committee of directors must be decided by a majority of votes.
(2) In the case of a tie vote, the chair does not have a second or casting vote.

38 A resolution proposed at a meeting of directors or committee of directors need not be seconded, and the chair of a meeting may move or propose a resolution.

39 A resolution in writing, signed by all the directors and placed with the minutes of the directors as valid as if regularly passed at a meeting of directors.

Part 7 – Duties of Officers
40 (1) The president presides at all meetings of the society and of the directors.

(2) The president is the chief executive officer of the society and must supervise the other officers in the execution of their duties.

(3) The President is entrusted with upholding the mission of the society and is responsible for the day-to-day operations of the society. (Added by 6th AGM)

(4) The President will also be responsible for member and public relations and therefore respond to the queries or concerns from the membership or other individuals/organizations while fully keeping in mind the spirit of the NCSBC mission. (Added by 6th AGM)

(5) The President shall consult with other Directors as necessary while discharging the responsibilities. The President shall make decisions on all the society matters except, (Added by 6th AGM)
(a) When the matter/issue is outside of the purpose of the society;

(b) When other Directors, by a majority vote, have requested that the President not make any unilateral decision on any specific issue.
41 The vice president must carry out the duties of the president during the president’s absence.
42 The secretary must do the following

a) The Secretary shall communicate all the decisions of the BOD to the general membership. The secretary may also communicate with general membership as and when asked by the President on the specific matters or authorized by the BOD. (Amended by 6th AGM)
b) issue notices of meetings of the society and directors;
c) keep minutes of all meetings of the society and the directors;

d) have custody of all records and documents of the society except those required to be kept by the treasurer;

e) have custody of the common seal of the society;
f) maintain the register of members.

43 The treasurer must

(a) keep the financial records, including books of account, necessary to comply with the Society Act, and
(b) render financial statements to the directors, members and others when required.

44 (1) The offices of secretary and treasurer may be held by one person who is to be known as secretary treasurer.

(2) If a secretary holds office, the total number of directors must not be less than 5 or the greater number that may have been determined under bylaw 25 (2).

45 In the absence of the secretary from a meeting, the directors must appoint another person to act as secretary at the meeting.

Part 8 – Seal

46 The directors may provide a common seal for the society and may destroy a seal and substitute a new seal in its place

47 The common seal must be affixed only when authorized by a resolution of the directors and then only in the presence of the persons specified in the resolution, or if no persons are specified, in the presence of the president and secretary or president and secretary treasurer.

Part 9 – Borrowing

48 In order to carry out the purposes 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 the manner they decide and, in particular but without limiting that power, by the issue of debenture.

49 A debenture must not be issued without the authorization of special resolution.

50 The members may, by special resolution, restrict the borrowing powers of the directors, but a restriction imposed expires at the next general meeting.

Part 10 – Auditor
51 This part applies only if the society is required or has resolved to have an auditor.

52 The first auditor must be appointed by the directors who must also fill all vacancies occurring in the office of auditor.

53 At each annual general meeting the society must appoint an auditor to hold office until the auditor is re-elected or a successor is elected at the next general meeting.
54 An auditor may be removed by ordinary resolution.

55 An auditor must be promptly informed in writing of the auditor’s appointment or removal.

56 A director or employee of the society must not be its auditor.

57 The auditor may attend general meetings.

Part 11 – Notices to Members

58 A notice may be given to a member by letter, fax or e-mail to the member at the member’s registered mailing, fax or e-mail address.

59 A notice sent by mail is deemed to have been given on the second day following the day on which the notice is posted, and in proving that notice has been given, it is sufficient to prove the notice was properly addressed and put in a Canadian post office receptacle.

60 (1) Notice of a general meeting must be given to

(a) every member shown on the register of members on the day notice is given, and

(b) the auditor, if Part 10 applies.
(2) No other person is entitled to receive a notice of a general meeting.

Part 12 – Bylaws

61 On being admitted to membership, each member is entitled to, and the society must give the member without charge, a copy of the constitution and bylaws of the society.
62 These bylaws must not be altered or added to except by special resolution.

63 All members or the directors or the officials of the society will not make any form

of statement on behalf of the society concerning political, religious or ethnic issues of Nepal [Amended by 11th AGM]. Violation of this shall result in being expelled under Article 7 of the Bylaws.

64 In the event of an exceptional situation in Nepal such as outbreak of war, famine, flood or other natural disasters, the directors may decide by simple majority to publish appropriate

statement as they consider fit. Such decision will be deemed exclusive for one-time event only.

65 Within the purview of the BC Society Act, the Board of Directors is entrusted to exercise its own judgment and discretion in matters not explicitly stated in the bylaws. However, any such action has to be adopted by 2/3rd majority of the Board of Directors present in the

meeting. (Added by 3rd AGM)

Part 13 – Resignation of Directors and Succession Process” (Added by 6th AGM)

66 A Director shall tender his or her resignation to the NCSBC Board of Directors. Immediately after the tendering of the resignation, the Director will have a suspended status whereby he or she will lose all the rights accorded by the position in the Board of Directors. While in a suspended status, the Director will not conduct any official business and will not communicate with the Society or with outside parties on behalf of the Board of Directors or the Society. The resignation shall take effect from the date of acceptance by the BOD. If the resignation remains unaccepted for 30 days after its tendering, it will be considered accepted beginning the 31st day of tendering.

67 (1) The Vice-President will carry out the duties as the Acting President during the period following the President’s resignation. If the position of the Vice-President is vacant at the time of resignation of the President, the rest of the Directors shall choose one of the Directors to serve as the Acting President.

(2) When an incumbent President’s resignation becomes effective, a new President must be elected during the next General Meeting (Annual or Extraordinary). It is not, however, necessary to call an Extraordinary General Meeting solely for the purpose of electing a new President.

68 If one of the Office-bearers other than the President resigns, the rest of the Directors shall choose one of the remaining Directors to fill the position of that Office in an acting status. When the resignation of the Office-bearer becomes effective, the rest of Directors shall choose one of the Directors to fill the position of that Office in a regular status.

69 An Officer may not resign as an Officer and still stay on only as a Director.

70 Any Officer/Director who absents himself/herself from three consecutive BOD meetings without informing the President or the Secretary as to the reasons for being absent will deemed to have resigned from the elected position and the BOD may thereupon proceed with the appointment of a successor.

Part 14 – Advisory Council (Added by 6th AGM)

71 Board of Directors (BOD) shall constitute a five member Advisory Council chosen from among the members in the beginning of a new term of the Board of the Directors. At least three Advisors shall be chosen from among the past directors and the rest from among the general members. The role of the Advisory Council shall be as follows:

(a) Provide advice on society matters when requested by the Director/s from time to time.

(b) Recommend from time to time any matters of society interest when requested by the BOD.

(c) Serve as the caretaker of the society in a situation where the entire BOD has resigned until such time as a new BOD has been elected. The Advisory Council must convene an Extraordinary or Annual General Meeting of the members to elect a new BOD within 90 days of its becoming the caretaker.

72 The members of the Advisory Council will be given the title “Advisor to NCSBC” and they will not be compensated for their work and time. The term of the Advisory Council shall run concurrently with the term of the BOD and serve the full term of the BOD. The recommendations made by the Council will not be binding to the BOD.

Appendix

NEPAL CULTURAL SOCIETY OF BC
PROXY FORM
I, _____________________ of ______________________________ in the Province of

______________________, hereby appoint __________________________ of

_________________________________, as my proxy to vote for me and on my behalf at the (Annual or Special as the case may be) General Meeting of the Nepal Cultural Society of BC to be held on the

____________ day of _______________ (month)__________ (year), and at any adjournment thereof.
Signed at _________________________ this ____________ day of _______________

(month)__________ (year)
_____________________________________

Signature