Qualicum Beach Farmers Market. A True Farmers Market

By-Laws

The by-laws and rules and regulations of the QBFM are listed below. Please read them carefully!

 

Part 1:   MEMBERSHIP

1. Membership

(a) The members of the Society are the applicants for incorporation of the Society and those persons who subsequently become members in accordance with these by-laws and, in either case, have not ceased to be members.

(b) Annual membership in the Society shall be open to persons interested in furthering the purposes of the Society.

(c) All applications for membership or renewal shall be in writing and subject to the approval of the Board of Directors. Subject to By-Law 38(b), the Board of Directors shall, in its sole discretion, determine whether to accept an applicant as a Voting Member or as an Associate Member, or not to approve an applicant for membership.

(d) Membership in the Society shall consist of Voting Members and Associate Members:

i) Vendors who pay full season or half season vendor fees may be accepted into the Voting Member category.
ii) All other vendors, including drop-in vendors, and persons who have applied or been invited to join the Society as a Friend of the Market in order to support and strengthen the Market may be accepted into the Associate Member category.


(e) Only Voting Members have voting rights in the Society. Associate Members have membership rights except that they do not have voting rights in the Society.

(f) Membership shall commence upon approval of an application for membership and payment of the annual fee and be valid until the earlier of either renewal or April 30 of the following year.

(g) Every member shall uphold the Constitution and comply with these by-laws and the operating rules of the Qualicum Beach Farmers Market.

2. Membership Fee

The amount of the first membership fee shall be determined by the Directors and after that the annual membership fees for both categories of membership, shall be as approved at the Annual General Meeting of the Society.

 

3. Cessation of  Membership

(a) A person shall cease to be a member of the Qualicum Beach Farmers Market,

  1. by delivering a letter of resignation to the Secretary of the Society or by mailing or delivering it to the address of the Society;
  2. upon his/her death, or in the case of a corporation, upon dissolution;
  3. on being expelled; or
  4. on having been a member not in good standing for twelve (12) consecutive months.

(b) All members are in good standing except a member who has failed to pay any debt due and owing by him/her to the Society, and he/she is not in good standing so long as the debt remains unpaid.

 

4. Expulsion of a Member

(a) A member may be expelled by a special resolution passed at an extraordinary general meeting by three-quarters of the members present.

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

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

 

Part 2

MEETINGS OF MEMBERS

 

5. The rules contained in Robert's Rules of Order, newly revised, shall govern the Society in all cases wherein they are not superceded by the By-Laws of the Qualicum Beach Farmers Market or special rules of order.

 

6. General meetings of the Qualicum Beach Farmers Market must be held at the time and place, in accordance with the Society Act, that the Directors decide.

 

7. Every general meeting, other than an Annual General Meeting, is an extraordinary general meeting.

 

8. Extraordinary General Meetings

(a) The Directors may, when they think fit, convene an extraordinary general meeting.

(b) 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.

(c) 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.

 

9.         The first Annual General Meeting of the Qualicum Beach Farmers Market 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.

 

Part 3

PROCEEDINGS AT GENERAL MEETINGS

 

10. Special business is all business conducted at an annual general meeting,

except the following:

  1. adoption of rules of order
  2. consideration of the financial statements
  3. the report of the Directors
  4. the report of the Auditor, if any
  5. the election of Directors
  6. the appointment of the auditor, if required, and
  7. other business that, under these By-Laws, 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

 

11. Quorum

(a) A quorum is 1/3 of the Voting Members or greater number that the members may determine at a General Meeting, but shall never be less than nine (9) Voting Members.

(b) 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.

(c) 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 a quorum present or until the meeting is adjourned or terminated.

 

12.  If, within 30 minutes from the time appointed for a General Meeting, a quorum is not present, the meeting, if convened on the requisition of members, must be terminated, but in any other case, it must stand adjourned to the same day in the next week, at the same time and place, and, if, at the adjourned meeting, a quorum is not present within 30 minutes from the time appointed for the meeting, the members present must constitute a quorum.

 

13.   Subject to By-Law 14, the President of the Qualicum Beach Farmers Market, the Vice-President or, in the absence of both, one of the other Directors present must preside as chair of a General Meeting.

 

14.   If at a General Meeting, there is no President, Vice-President or other Director present within 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 must choose one of their number to be the chair.

 

15.   Adjournment of Meetings

(a)   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.

(b)   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.

(c)   Except as provided in this By-Law, it is not necessary to give notice of an adjournment or of the business to be conducted at an adjourned General Meeting.

  

16. Resolutions

(a)   A Resolution proposed at a meeting need not be seconded, and the chair of a meeting may move or propose a resolution.

(b)   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.

 

17.   Voting

(a)   A Voting Member in good standing present at a meeting of members is entitled to one vote.

(b)   Voting is by show of hands, or by secret ballot, at the discretion of members present.

(c)   Voting by proxy is not permitted.

 

18.   A member may delegate a representative, who is entitled to speak and vote, and in all other respects exercise the rights of that member, and that representative must be considered as a member for all purposes with respect to a meeting of the Society.

 

19.      Notice of all Annual and General Meetings shall be given by mail or electronic mail/email to all Members at their last known address or email address, not less than 14 days in advance of the date of the proposed meeting.

 

Part 4

DIRECTORS AND OFFICERS

 

20.   Directors and Officers

(a)   The Board of Directors shall consist of the immediate Past President and 7 Members of the Society in good standing duly elected by the Voting Members, together with such additional non-voting directors as the Board of Directors shall from to time to time appoint.

(b)   A majority of the Board of Directors shall be Voting Members who hold farm assessment as indicated in the Provincial Land Assessment rolls or who are licensed under the Fisheries Act (Canada) for commercial fishing.

(c)   The Board shall comprise the following Offices:  President, Vice President, Secretary, Treasurer, immediate Past President, and Directors-at-Large.  The offices of Secretary and Treasurer may be held by one member of the Board of Directors.

(d)   The Offices of President and Vice President shall be held by Voting Members who hold farm assessment as indicated in the Provincial Land Assessment rolls or who are licensed under the Fisheries Act (Canada) for commercial fishing

 

21.   Nominations

(a)   A Nominating Committee consisting of not more than three and not less than two Members of the Society shall be appointed by the Board of Directors not less than one month prior to each Annual General Meeting at which an election of one or more Directors is required.

(b)   The Nominating Committee shall recommend Members of the Society in good standing for election to fill vacancies on the Board of Directors at the Annual General Meeting at which an election of one or more Directors is required.

(c)   Nominations from the floor shall also be accepted at any Annual General Meeting at which an election of one or more Directors is required.

 

22.   Election of Directors

If only enough candidates are nominated to fill the available vacancies, then election shall be by acclamation, otherwise voting shall be in accordance with By-Law 17, with the candidate receiving the largest number of ballots declared the winners until all positions are filled.

 

22.   Term

(a)   A Director shall be elected for a term of 2 (two) years.

(b)   At the conclusion of their terms, Directors shall be deemed to have retired from office at the Annual General Meeting at which election of Directors is required.

(c)   A retired Director may be nominated for re-election

 

24.   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 By-Laws 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 By-Laws and

(c)   rules, not being inconsistent with these By-Laws, that are made from time to time by the Society in a General Meeting.

 

25.   A rule made at a General Meeting shall not invalidate a prior valid act of the Board of Directors.

 

26.   Resignation of Directors Prior to End of Term

(a)   A Director may resign from the Board at any time.

(b)   If a Director resigns or otherwise ceases to hold office, the remaining Directors shall appoint a Member in good standing to fill the vacancy.

(c)   A Director appointed in accordance with Paragraph 26(b) shall hold office only until the next Annual General Meeting at which time the office shall be considered vacant to be filled in accordance with Paragraphs 20, 21, 22 and 23 of these By-Laws.

(d)   Notwithstanding Paragraph 26(b), an act or proceeding of the Directors is not invalid merely on account of there being less than the prescribed number of Directors in office.

 

27.   The Members may, by Special Resolution, remove a Director before the expiration of his or her term and may elect a successor to complete the term of office.

 

28.   A Director shall not be remunerated for being or acting as a Director, but a Director must be reimbursed for all expenses necessarily and reasonably incurred by the Director while engaged in the affairs of the Society.

 

Part 5

PROCEEDINGS OF DIRECTORS

 

29.   Meetings

(a)   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.

(b)   The Directors may from time to time set the quorum necessary to conduct business  provided the quorum is not less than three Voting Members.

(c)   The President is the chair of all meetings of the Directors, but if at a meeting the President is not present within 30 minutes after the time appointed for holding the meeting, the Vice-President must act as chair; but if neither is present the directors may choose one of their number to be the chair at that meeting.

(d)   A Director may at any time, and the Secretary, on the request of a Director, must, convene a meeting of the Directors.

 

30.   Delegation

(a)   The Directors may delegate powers to committees consisting of the Director or Directors, as they think fit.

(b)   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 powers to the earliest meeting of the Directors held after the act or thing has been done.

 

31.   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.

 

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

 

33.   For a first meeting of Directors held immediately following the appointment or election of a Director or Directors at an Annual General Meeting of members, or for a meeting of the Directors at which a Director is appointed to fill a vacancy of the Directors, it is not necessary to give notice of the meeting to the newly elected or appointed Director or Directors for the meeting to be constituted if a quorum of the directors is present.

 

34.   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, telegram, telex or cable, 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.

 

35.   Voting

(a)   Questions arising at a meeting of the Directors and committees or Directors must be decided by a majority of votes.

(b)   In the case of a tie vote, the chair does not have a second or casting vote.

 

36.   Resolutions 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.

 

37.   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.

 

Part 6

DUTIES OF THE BOARD AND OFFICERS

38       The Board:

(a)       Shall select from among its membership, Board Members who shall fill the positions of President, Vice President, Secretary, and Treasurer, such positions to be held until the next Annual General Meeting.

(b)       Has the responsibility to maintain the balance of Membership to best ensure that Qualicum Beach Farmers Market operates with the goal of 70% of the Vendors being in the Farm and Food Vendor category.

39       The President:

(a)   Presides at all meeting of the Qualicum Beach Farmers Market and of the Directors;

(b)   Is the Chief Executive Officer of the Society and must supervise the other officers in the execution of their duties;

(c)   Shall be the spokesperson of the Society; and

(d)   Shall be an ex-officio member of all committees (with the exception of the Nominating Committee).

 

40       The Vice-President must carry out the duties of the President during the President's absence, and will assist the President in carrying out his/her duties, as requested by the President from time to time.

 

41       The Secretary:

(a)   Conducts the correspondence of the Society;

(b)   Issues notices of meeting of the Society and Directors;

(c)   Keeps minutes of all meetings of the Society and Directors;

(d)   Has custody of all records and documents of the Society except those required to be kept by the Treasurer; and

(e)   Maintains the register of members.

  

42      The Treasurer:

(a)   Keeps the financial records, including books of account, necessary to comply with the Society Act; and

(b)   Renders financial statements to the Directors, members and others when required.

 

43       The offices of Secretary and Treasurer may be held by one person who is to be known as the Secretary Treasurer.  If a Secretary Treasurer holds office the total number of Directors must not be less than 7 or the greater number that may have been determined under By-Law 20(a).

 

44       In the absence of the Secretary from a meeting, the Directors must appoint another person to act at the meeting.

 

45       The immediate Past President shall be a member of the Board of Directors of the Society and shall act as a resource person and shall assist the President as requested by the President from time to time.

 

Part 7

FISCAL RESPONSIBILITIES

 

Borrowing

 

46       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 debentures.

 

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

 

48       The members may, by special resolution, restrict the borrowing powers of the Directors, but a restriction imposed expires at the next Annual General Meeting.

 

Banking

 

49       A bank account or accounts may be maintained at any bank, trust company or credit union which the Board of Directors may from time to time determine, and the authorized signing officers of the Society shall be any two of the following:

-       President

-       Vice-President

-       Treasurer

 

Powers of Investment

 

50       The Board of Directors may from time to time authorize the investment of such portion of the funds of the Society in such securities as may from time to time be approved by the government of the British Columbia for investment by Trustees, in such manner as the Board of Directors may from time to time consider prudent and expedient.

 

Part 8

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 vacancies occurring in the office of the auditor.

 

53       At each Annual General Meeting the Society must appoint an auditor to hold the office until the auditor is re-elected or a successor is elected at the next Annual 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 9

LEGAL ADVISOR

 

58       The Board of Directors may appoint a legal advisor as an ex-officio non-voting member of the Board.

 

Part 10

APPOINTMENTS OF THE BOARD OF DIRECTORS

 

59       The Board of Directors may appoint a Manager to administer the affairs of the Qualicum beach Farmers Market.  The Manager may be a paid employee of the Society responsible to the Board of Directors and shall be an ex-officio non-voting member of the Board of Directors and all standing committees.

 

60       Committees

(a)   The Directors may delegate any, but not all, of their powers to committees consisting of the Director or Directors, as they think fit.

(b)   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 powers to the earliest meeting of the Directors held after the act or thing has been done.

(c)   A committee chair may be appointed by the Board of Directors or elected from its members.

 

Part 11

FISCAL YEAR

 

61       The fiscal year of the Qualicum Beach Farmers market shall end on the 31st day of December in each year and the financial statements of the Society's affairs shall be made up to that date for presentation to the membership of the Society at the Annual General Meeting.

 

Part 12

SEAL

 

62.      The Society may have a Seal, which shall be affixed in the presence of two (2) members of the Board of Directors who have signing authority.  The Seal shall remain in the custody of the Secretary.

 

Part 13

MEMBERSHIP IN OTHER ORGANIZATIONS

 

63.      The Board of Directors shall have the power to bind the Society to subscribe to, to become a member of and to cooperate with any other society or association whose objects are in whole or in part similar to the objects of this Society.

 

Part 14

BY-LAWS

 

64       The By-Laws of the Society may be repealed or amended by a Special Resolution passed by a majority of seventy five percent (75%) of those members of the Society in good standing, attending and voting at a General Meeting of the Society, in accordance with the Society Act.

 

65       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 By-Laws of the Society.

 

Part 15

ACCESS TO MINUTES AND RECORDS

 

66       The minutes and records of the Society shall be made available to members upon request to the President or his/her representative.

 

Part 16

ADDRESS

 

67.      The address of the Qualicum Beach Farmers Market shall be such a place or places in School District 69 in the province of British Columbia as the Board of Directors from time to time determine.

 

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