Bylaws

1. Definitions and Interpretation‍

1.1   Definitions

In these bylaws:

(a) “Act” means the Yukon Societies Act and the regulations under the Act, as amended from time to time.

(b) “Board” means the directors of the Society.

(c) “Bylaws” means these bylaws.

(d) “Constitution” means the constitution of the Society.

(e) “Director” means an individual who has been designated, elected or appointed, in accordance with the Act, as a director of the Society.

(f) “General Meeting” means a general meeting of the members of the Society.

(g) “Officer” means an individual who has been appointed, in accordance with the Act, as an officer of the Society.

(h)   "registered address" of a member means the address as recorded in the register of members.

1.2   Definitions in Act

The definitions in the Act apply to these Bylaws.

1.3   Conflict with Act

If there is a conflict between these Bylaws and the Act, the Act shall prevail.

1.4   Act Applies

These Bylaws are intended to be read in conjunction with the Act.
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2.  Members 

2.1   Application for membership

An individual or corporation may apply to the directors for membership in the society. No person or corporation who satisfies the criteria for membership shall be denied membership. The criteria for membership is:
(a)  the applicant must provide wilderness adventure product or services and/or support the wilderness tourism industry.
(b)  the applicant must agree to comply with the Wilderness Tourism Association of the Yukon’s Code of Conduct for Operating Wilderness Tours.
(c)  The applicant must agree to conduct business in an honest and respectful manner.
(d)  The applicant must support the Wilderness Tourism Association of the Yukon in their efforts to advance the industry.

(e) The applicant becomes a member of the Society on the Board’s acceptance of the application and receipt of payment of membership dues. 

2.2   Responsibilities

Every member must uphold the Constitution and must comply with these Bylaws and all policies applicable to members. 

2.3   Classes

There are two classes of members in the Society:  regular members and affiliate members, as defined in the membership policy.

Regular members are voting members. 

2.4   Membership Dues

The amount of membership fees and the due date for payment of such dues, shall be determined by the Board and approved by the membership at the AGM. Payment of membership dues, if any, shall be a condition of membership.

2.5   Termination of membership

A person’s membership in the Society is terminated:

(a) When the person has failed to pay the membership dues by the appointed deadline;
(b) Upon resignation in writing to the secretary or secretary-treasurer of the society;

(c) Upon death or, in the case of a corporation, on dissolution;
(d) When expelled for breaches of the membership criteria, by special resolution passed by members at a general meeting.

2.6   Reinstatement of Membership

If a terminated member wishes to be reinstated, that member must apply for membership according to the membership application process then in effect. The terminated member must pay  all unpaid membership fees or other indebtedness to the Society.

2.7   Rights

Every member is entitled to those rights afforded to members under the Act and these Bylaws, including, but not limited to, the right to vote on every matter in respect of which a vote of the members is held and the right to elect or appoint the Directors.

Each member, after becoming a member, shall receive without charge, a copy of the constitution and bylaws of the Society and the Code of Conduct for members.  
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3. General Meetings of the members
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3.1   General Meetings

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 at the time and place the Board determines. The Board may, at any time, call other General Meetings. Members may requisition a General Meeting if 25% or more of the voting members sends a written request to the Directors.

3.2    Ordinary business

At a General Meeting, the following business is ordinary business:

(a)   Adoption of rules of order and agenda;

(b)   Consideration of any financial statements of the Society presented to the meeting;

(c)    Consideration of the reports, if any, of Directors or accountant;

(d)    Election of or appointment of Directors;

(e)    Appointment of an accountant, if any; and

(f)    Business arising out of a report of the Directors that does not require the passing of a special resolution.

All other business is special business.  Special business shall not be conducted at a general meeting unless notice has been given of the proposal to conduct that business at that meeting.

3.3    Notice of General Meeting

Written notice of the date, time and location of a General Meeting must:

(a)   Be sent to each voting member at least 14 days and not more than 60 days;

(b)   State the nature of any business, other than ordinary business, to be transacted at the meeting in sufficient detail to permit a member receiving the notice to form a reasoned judgment concerning that business; and

(c)  Include the text of any resolution to be submitted to the meeting that, under the Act or the bylaws, must be passed as a special resolution.

3.4    Chair of General Meetings

The following individual shall preside as chair of a General Meeting:

(a)    The individual, if any, appointed by the Board to preside as the chair;

(b)    If the Board has not appointed an individual to preside as the chair or the individual appointed by the Board is unable to preside as the chair:

(i)         The president, if any;

(ii)        The vice-president, if any, if the president is unable to preside as the chair; or

(iii)       A Director present at the meeting, if both the president and vice-president are unable to preside as chair, or if there is no president or vice-president; or

(c)   If there is no individual entitled under (a) or (b), above, who is able to preside as the chair of the meeting within 30 minutes from the time set for holding the meeting, the members who are present shall elect a member present at the meeting to preside as the chair.

3.5    Quorum for General Meetings

Quorum for general meetings is at least 25% of members in good standing. 

3.6    Quorum required

Business, other than the election of the chair of the General Meeting and the adjournment or termination of the meeting, must not be transacted unless a quorum of members is present. If, at any time during a General Meeting, there ceases to be a quorum of members present, business then in progress must be suspended until there is a quorum present or until the meeting is adjourned or terminated.

3.7    Lack of quorum at General Meetings

If, within 30 minutes from the time set for holding a General Meeting, a quorum is not present:

(a)   The meeting stands adjourned to the same day in the next week, at the same time and place or, if 

        the place is not available, at such other place as may be determined by the chair with notice to the 

        members;

(b)   If, at the continuation of the adjourned meeting, a quorum is not present within 30 minutes from the time set for holding the continuation of the adjourned meeting, the members who are present constitute a quorum for that meeting.

3.8    Adjournments of General Meetings

The chair of a General Meeting may, or if so directed by the members at the meeting, must, adjourn the meeting from time to time and from place to place, but no business may be transacted at the continuation of the adjourned meeting other than business left unfinished at the adjourned meeting. It is not necessary to give notice of a continuation of an adjourned General Meeting or of the business to be transacted at a continuation of an adjourned General Meeting except that, when a General Meeting is adjourned for 30 days or more, written notice of the continuation of the adjourned meeting must be given in accordance with the Act and these bylaws.

3.9    Order of business at a General Meeting

The order of business at a General Meeting is as follows:

(a)       Elect an individual to chair the meeting, if necessary;

(b)       Determine that there is a quorum;

(c)       Approve the agenda;

(d)       Approve the minutes from the last General Meeting;

(e)       Deal with unfinished business from the last General Meeting;

(f)        If the meeting is an annual General Meeting:

(i)        Receive the Directors’ report on the financial statements of the Society for the previous financial year, and the accountant’s report, if any, on those statements;

(ii)        Receive any other reports of Directors’ activities and decisions since the previous annual General Meeting;

(iii)       Elect or appoint Directors; and

(iv)       Appoint an accountant, if any;

(g)        Deal with new business, including any matters about which notice has been given to the members in the notice of meeting;

(h)       Terminate the meeting.

3.10   Attendance at General Meeting by telephone or other communications medium

Members may participate in a General Meeting by telephone or other communications medium. The Board must take such reasonable steps as are required to enable all persons participating in the meeting, whether by telephone, by other communications medium, or in person, to communicate with each other during the meeting.

3.11   Methods of voting by members in attendance at General Meeting

 At a General Meeting, voting must be by a show of hands, an oral vote or another method that adequately discloses the intention of the members, except that if, before or after such a vote, two or more members request a secret ballot or a secret ballot is directed by the chair, voting must be by secret ballot. If one or more members vote at a General Meeting while participating in the General Meeting by telephone or other communications medium, the vote must be conducted in a manner that adequately discloses the intentions of the members.

3.12   Proxies

Proxies for general meetings shall be provided to all members for their use if desired. On constitutional changes and amendments to the Bylaws and Regulations, the proxy shall show the proposed change and a YES or NO vote.

Proxy voting must be assigned to a Member present at the meeting.  A Member may only hold one proxy.  The person to whom any proxy votes are assigned must deliver and announce the proxy votes at the meeting at which the resolution or other matter on which the proxy vote was taken is voted upon.

 3.13   Vote at a General Meeting

A matter to be decided at a General Meeting must be decided by ordinary resolution unless the matter is required by the Act or these Bylaws to be decided by special resolution.

Any special resolution must receive at least 75% majority in order to be approved. 

3.14   Result of Vote

The chair of a General Meeting must announce the outcome of each vote. That outcome must be recorded in the minutes of the meeting. Whenever a vote that is not by written ballot is made, then unless a written ballot is required or demanded, a declaration by the chair that a resolution has been carried or lost shall be conclusive evidence of the fact without proof of the number or proportion of votes recorded in favour or against the motion.
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4.   Directors
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4.1    Number of Directors

The number of directors shall be equal to the number of officers but in no case shall exceed 9.  The Society must have at least 3 Directors. 

The members at a General Meeting shall determine the fixed number of Directors from time to time.

4.2    Residency

A majority of the Directors must be ordinarily resident in the Yukon, as defined in Board policy. 

4.3    Board eligibility (Membership)

A Director is required to be a member of the Society.

4.4    Election or appointment of Directors

Directors are elected by simple majority of the members.  

Nominations for vacant positions will be solicited from the membership and can be submitted for the period of time that starts with the announcement of the Annual General Meeting and continues up to and including the Annual General Meeting.  All nominees must be eligible to be a director according to the criteria found in the Act and must complete and sign the nomination form and the personal declaration of suitability to be a director prior to the AGM.

Separate elections shall be held for each office to be filled.  Unless a nominee is acclaimed, a ballot shall be held for each office. 

4.5    Term

The Directors are elected at each annual General Meeting. A Director’s term of office ends at the close of the next annual General Meeting after the Director’s election. No Director may serve as a director for more than nine consecutive years. After nine years, a two-year break from the Board is required, after which time the individual return to the Board. 

Executive Board positions (3) are elected for three-year terms.  Other Board positions (6) are elected for two-year terms. 

A Director may resign by submitting a written resignation to the Board. Current directors not standing for election shall inform the Board no less than one month prior to the Annual General Meeting.

The Executive Board may extend an additional term when there is no one to replace a Board member who has reached the end of their term.  Any additional term appointments shall be counted as part of the nine years maximum service without a break. 

4.6    Vacancies

The Directors may appoint a member to fill a vacancy on the Board that arises as a result of the a Director ceasing to hold office before the expiry of the Director’s term of office, except where the Director was removed from office in accordance with the Act. The Director appointed to fill the vacancy shall hold office for the balance of the term of their predecessor.

4.7    Removal of Directors

A Director may be removed from office by special resolution of the members.

4.8    Remuneration for being a Director

The Society must not remunerate a Director for being a Director.

4.9    Remuneration of Directors for other than being a director

The Society may, subject to the Act, pay a Director remuneration for services provided by the Director to the Society in a capacity other than as a director, subject to the conditions in the Hiring a Director policy. 

4.10   Majority of Directors may not be employed by Society

A majority of Directors must not receive or be entitled to receive remuneration from the Society under contracts of employment or services. 

4.11   Reimbursement of Expenses

The Society may reimburse a Director for reasonable expenses necessarily incurred by the Director in performing their duties as a director.
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5.   Meetings of Directors

5.1    Calling Directors’ meeting

The Directors may meet at any location in Yukon and in any manner as determined by the Directors. A Director may at any time convene a meeting of the directors.

5.2    Notice of Directors’ meeting

At least two days’ notice of a Directors’ meeting must be given, unless all the Directors agree to a shorter notice period. 

5.3    Regular Board meetings

The Board may appoint a day or days in any month or months for regular meetings of the Board at a place and hour to be named.  All Directors must be informed of any resolutions for fixed Board meeting

5.4    Quorum for Board meetings

A majority of the Directors in office constitutes a quorum at any meeting of Directors.

5.5    Board meetings may held by electronic means

Any meeting of the Board may be held by means of telephone or such other communication medium means that permits all participants in the meeting to communicate with each other. A Director participating in the meeting by that means shall be deemed to be present at the meeting.

5.6    Resolution without a meeting and without the consent of all Directors

The Directors may pass a Board resolution without a meeting as long as there is full consent, i.e. all Directors vote in favour.  Otherwise, the entire text of the resolution AND the deadline for response must be sent to each Director with a response deadline of at least 14 days.   These resolutions may be passed with a simple majority.
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6. Officers

6.1   Election or appointment of Officers

The officers of the society shall be the president, the vice-president and a secretary-treasurer; or
a secretary and a treasurer.   Officers are elected at the AGM.  If an Officer position becomes vacant between AGMs, the directors may appoint another director to the position until the next AGM.  A director may hold more than one Officer position.

6.2   Duties of Officers

The Officers shall have the following duties and powers associated with their positions:

(a) The president is the chair of the Board and is responsible for supervising the other Directors in the

execution of their duties.

(b) The vice-president is the vice-chair of the Board and is responsible for carrying out the duties of the

president if the president is unable to act.

(c) The secretary is responsible for doing, or making the necessary arrangements for, the following:

(i) Issuing notices of General Meetings and Directors’ meetings, taking minutes of General Meetings and Directors’ meetings;

(ii) Keeping the records of the Society in accordance with the Act, conducting the correspondence of the Board; and

(iii) Filing the annual report of the Society and making any other filings with the registrar under the Act.

(iv) In the absence of the secretary from a meeting, the Board must appoint another individual to act as secretary at the meeting.

(d) The treasurer is responsible for doing, or making the necessary arrangements for, the following:

(i) Receiving and banking monies collected from the members or other sources;

(ii) Keeping accounting records in respect of the Society’s financial transactions; and

(iii) Preparing the Society’s financial statements; and making the Society’s filings respecting taxes.
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7. Signing Authority

7.1   Execution of Documents

(a) Signing authorities, outlining who has authority to sign what documents, and dollar amounts, shall be set out in policy.  This policy must be reviewed every two years. 
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8. Borrowing

8.1   Borrowing powers

1. 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, including the issue of debentures.
2. No debenture shall be issued unless authorized by a special resolution of the directors. 
3. The members may by special resolution restrict the borrowing powers of the directors.
   
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9. Accountant
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9.1   Requirement for Accountant

(a) As a Class A society, WTAY shall have an accountant, as required by the Act.  

(b) The Society may, by special resolution at an annual general meeting, waive the requirement to have an accountant for the fiscal year for which financial statements will be presented at the next year’s annual general meeting. The Society may not waive the requirement to have an accountant for more than two consecutive fiscal years.

(c)   No director and no employee of the society shall act as a professional accountant.

(d)  The Society shall appoint an accountant at each AGM.  Should there be a vacancy in the accountant position between AGMs, the directors may appoint an accountant to serve until the next AGM.

(e)  An accountant may be removed by an ordinary resolution of the membership. 
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10. Distribution of property before dissolution or on liquidation

10.1   Distribution

The assets remaining after all debts have been paid or provisions for payment have been made shall, subject to the requirements of the Act, be distributed to one or more incorporated Yukon societies as is determined by a special resolution.

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These Bylaws are intended to be read in conjunction with the Act.

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**2. Members**

**2.1 Application for membership**

An individual or corporation may apply to the directors for membership in the society. No person or corporation who satisfies the criteria for membership shall be denied membership. The criteria for membership is:

(a) The applicant must provide wilderness adventure products or services and/or support the wilderness tourism industry.

(b) The applicant must agree to comply with the Wilderness Tourism Association of the Yukon’s Code of Conduct for Operating Wilderness Tours.

(c) The applicant must agree to conduct business in an honest and respectful manner.

(d) The applicant must support the Wilderness Tourism Association of the Yukon in their efforts to advance the industry.

(e) The applicant becomes a member of the Society on the Board’s acceptance of the application and receipt of payment of membership dues.

**2.2 Responsibilities**

Every member must uphold the Constitution and must comply with these Bylaws and all policies applicable to members.

**2.3 Classes**

There are two classes of members in the Society: regular members and affiliate members, as defined in the membership policy. Regular members are voting members.

**2.4 Membership Dues**

The amount of membership fees and the due date for payment of such dues shall be determined by the Board and approved by the membership at the AGM. Payment of membership dues, if any, shall be a condition of membership.

**2.5 Termination of membership**

A person’s membership in the Society is terminated:

(a) When the person has failed to pay the membership dues by the appointed deadline;

(b) Upon resignation in writing to the secretary or secretary-treasurer of the society;

(c) Upon death or, in the case of a corporation, on dissolution;

(d) When expelled for breaches of the membership criteria, by special resolution passed by members at a general meeting.

**2.6 Reinstatement of Membership**

If a terminated member wishes to be reinstated, that member must apply for membership according to the membership application process then in effect. The terminated member must pay all unpaid membership fees or other indebtedness to the Society.

**2.7 Rights**

Every member is entitled to those rights afforded to members under the Act and these Bylaws, including, but not limited to, the right to vote on every matter in respect of which a vote of the members is held and the right to elect or appoint the Directors. Each member, after becoming a member, shall receive without charge, a copy of the constitution and bylaws of the Society and the Code of Conduct for members.

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**3. General Meetings of the members**

**3.1 General Meetings**

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 at the time and place the Board determines. The Board may, at any time, call other General Meetings. Members may requisition a General Meeting if 25% or more of the voting members sends a written request to the Directors.

**3.2 Ordinary business**

At a General Meeting, the following business is ordinary business:

(a) Adoption of rules of order and agenda;

(b) Consideration of any financial statements of the Society presented to the meeting;

(c) Consideration of the reports, if any, of Directors or accountant;

(d) Election of or appointment of Directors;

(e) Appointment of an accountant, if any; and

(f) Business arising out of a report of the Directors that does not require the passing of a special resolution.

All other business is special business. Special business shall not be conducted at a general meeting unless notice has been given of the proposal to conduct that business at that meeting.

**3.3 Notice of General Meeting**

Written notice of the date, time and location of a General Meeting must:

(a) Be sent to each voting member at least 14 days and not more than 60 days;

(b) State the nature of any business, other than ordinary business, to be transacted at the meeting in sufficient detail to permit a member receiving the notice to form a reasoned judgment concerning that business; and

(c) Include the text of any resolution to be submitted to the meeting that, under the Act or the bylaws, must be passed as a special resolution.

**3.4 Chair of General Meetings**

The following individual shall preside as chair of a General Meeting:

(a) The individual, if any, appointed by the Board to preside as the chair;

(b) If the Board has not appointed an individual to preside as the chair or the individual appointed by the Board is unable to preside as the chair:

(i) The president, if any;

(ii) The vice-president, if any, if the president is unable to preside as the chair; or

(iii) A Director present at the meeting, if both the president and vice-president are unable to preside as chair, or if there is no president or vice-president; or

(c) If there is no individual entitled under (a) or (b), above, who is able to preside as the chair of the meeting within 30 minutes from the time set for holding the meeting, the members who are present shall elect a member present at the meeting to preside as the chair.

**3.5 Quorum for General Meetings**

Quorum for general meetings is at least 25% of members in good standing.

**3.6 Quorum required**

Business, other than the election of the chair of the General Meeting and the adjournment or termination of the meeting, must not be transacted unless a quorum of members is present. If, at any time during a General Meeting, there ceases to be a quorum of members present, business then in progress must be suspended until there is a quorum present or until the meeting is adjourned or terminated.

**3.7 Lack of quorum at General Meetings**

If, within 30 minutes from the time set for holding a General Meeting, a quorum is not present:

(a) The meeting stands adjourned to the same day in the next week, at the same time and place or, if the place is not available, at such other place as may be determined by the chair with notice to the members;

(b) If, at the continuation of the adjourned meeting, a quorum is not present within 30 minutes from the time set for holding the continuation of the adjourned meeting, the members who are present constitute a quorum for that meeting.

**3.8 Adjournments of General Meetings**

The chair of a General Meeting may, or if so directed by the members at the meeting, must, adjourn the meeting from time to time and from place to place, but no business may be transacted at the continuation of the adjourned meeting other than business left unfinished at the adjourned meeting. It is not necessary to give notice of a continuation of an adjourned General Meeting or of the business to be transacted at a continuation of an adjourned General Meeting except that, when a General Meeting is adjourned for 30 days or more, written notice of the continuation of the adjourned meeting must be given in accordance with the Act and these bylaws.

**3.9 Order of business at a General Meeting**

The order of business at a General Meeting is as follows:

(a) Elect an individual to chair the meeting, if necessary;

(b) Determine that there is a quorum;

(c) Approve the agenda;

(d) Approve the minutes from the last General Meeting;

(e) Deal with unfinished business from the last General Meeting;

(f) If the meeting is an annual General Meeting:

(i) Receive the Directors’ report on the financial statements of the Society for the previous financial year, and the accountant’s report, if any, on those statements;

(ii) Receive any other reports of Directors’ activities and decisions since the previous annual General Meeting;

(iii) Elect or appoint Directors; and

(iv) Appoint an accountant, if any;

(g) Deal with new business, including any matters about which notice has been given to the members in the notice of meeting;

(h) Terminate the meeting.

**3.10 Attendance at General Meeting by telephone or other communications medium**

Members may participate in a General Meeting by telephone or other communications medium. The Board must take such reasonable steps as are required to enable all persons participating in the meeting, whether by telephone, by other communications medium, or in person, to communicate with each other during the meeting.

**3.11 Methods of voting by members in attendance at General Meeting**

At a General Meeting, voting must be by a show of hands, an oral vote or another method that adequately discloses the intention of the members, except that if, before or after such a vote, two or more members request a secret ballot or

a secret ballot is directed by the chair, voting must be by secret ballot. If one or more members vote at a General Meeting while participating in the General Meeting by telephone or other communications medium, the vote must be conducted in a manner that adequately discloses the intentions of the members.

**3.12 Proxies**

Proxies for general meetings shall be provided to all members for their use if desired. On constitutional changes and amendments to the Bylaws and Regulations, the proxy shall show the proposed change and a YES or NO vote. Proxy voting must be assigned to a Member present at the meeting. A Member may only hold one proxy. The person to whom any proxy votes are assigned must deliver and announce the proxy votes at the meeting at which the resolution or other matter on which the proxy vote was taken is voted upon.

**3.13 Vote at a General Meeting**

A matter to be decided at a General Meeting must be decided by ordinary resolution unless the matter is required by the Act or these Bylaws to be decided by special resolution. Any special resolution must receive at least 75% majority in order to be approved.

**3.14 Result of Vote**

The chair of a General Meeting must announce the outcome of each vote. That outcome must be recorded in the minutes of the meeting. Whenever a vote that is not by written ballot is made, then unless a written ballot is required or demanded, a declaration by the chair that a resolution has been carried or lost shall be conclusive evidence of the fact without proof of the number or proportion of votes recorded in favour or against the motion.

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**4. Directors**

**4.1 Number of Directors**

The number of directors shall be equal to the number of officers but in no case shall exceed 9. The Society must have at least 3 Directors. The members at a General Meeting shall determine the fixed number of Directors from time to time.

**4.2 Residency**

A majority of the Directors must be ordinarily resident in the Yukon, as defined in Board policy.

**4.3 Board eligibility (Membership)**

A Director is required to be a member of the Society.

**4.4 Election or appointment of Directors**

Directors are elected by simple majority of the members. Nominations for vacant positions will be solicited from the membership and can be submitted for the period of time that starts with the announcement of the Annual General Meeting and continues up to and including the Annual General Meeting. All nominees must be eligible to be a director according to the criteria found in the Act and must complete and sign the nomination form and the personal declaration of suitability to be a director prior to the AGM. Separate elections shall be held for each office to be filled. Unless a nominee is acclaimed, a ballot shall be held for each office.

**4.5 Term**

The Directors are elected at each annual General Meeting. A Director’s term of office ends at the close of the next annual General Meeting after the Director’s election. No Director may serve as a director for more than nine consecutive years. After nine years, a two-year break from the Board is required, after which time the individual may return to the Board. Executive Board positions (3) are elected for three-year terms. Other Board positions (6) are elected for two-year terms. A Director may resign by submitting a written resignation to the Board. Current directors not standing for election shall inform the Board no less than one month prior to the Annual General Meeting. The Executive Board may extend an additional term when there is no one to replace a Board member who has reached the end of their term. Any additional term appointments shall be counted as part of the nine years maximum service without a break.

**4.6 Vacancies**

The Directors may appoint a member to fill a vacancy on the Board that arises as a result of a Director ceasing to hold office before the expiry of the Director’s term of office, except where the Director was removed from office in accordance with the Act. The Director appointed to fill the vacancy shall hold office for the balance of the term of their predecessor.

**4.7 Removal of Directors**

A Director may be removed from office by special resolution of the members.

**4.8 Remuneration for being a Director**

The Society must not remunerate a Director for being a Director.

**4.9 Remuneration of Directors for other than being a director**

The Society may, subject to the Act, pay a Director remuneration for services provided by the Director to the Society in a capacity other than as a director, subject to the conditions in the Hiring a Director policy.

**4.10 Majority of Directors may not be employed by Society**

A majority of Directors must not receive or be entitled to receive remuneration from the Society under contracts of employment or services.

**4.11 Reimbursement of Expenses**

The Society may reimburse a Director for reasonable expenses necessarily incurred by the Director in performing their duties as a director.

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**5. Meetings of Directors**

**5.1 Calling Directors’ meeting**

The Directors may meet at any location in Yukon and in any manner as determined by the Directors. A Director may at any time convene a meeting of the directors.

**5.2 Notice of Directors’ meeting**

At least two days’ notice of a Directors’ meeting must be given, unless all the Directors agree to a shorter notice period.

**5.3 Regular Board meetings**

The Board may appoint a day or days in any month or months for regular meetings of the Board at a place and hour to be named. All Directors must be informed of any resolutions for fixed Board meeting.

**5.4 Quorum for Board meetings**

A majority of the Directors in office constitutes a quorum at any meeting of Directors.

**5.5 Board meetings may held by electronic means**

Any meeting of the Board may be held by means of telephone or such other communication medium means that permits all participants in the meeting to communicate with each other. A Director participating in the meeting by that means shall be deemed to be present at the meeting.

**5.6 Resolution without a meeting and without the consent of all Directors**

The Directors may pass a Board resolution without a meeting as long as there is full consent, i.e. all Directors vote in favour. Otherwise, the entire text of the resolution AND the deadline for response must be sent to each Director with a response deadline of at least 14 days. These resolutions may be passed with a simple majority.

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**6. Officers**

**6.1 Election or appointment of Officers**

The officers of the society shall be the president, the vice-president and a secretary-treasurer; or a secretary and a treasurer. Officers are elected at the AGM. If an Officer position becomes vacant between AGMs, the directors may appoint another director to the position until the next AGM. A director may hold more than one Officer position.

**6.2 Duties of Officers**

The Officers shall have the following duties and powers associated with their positions:

(a) The president is the chair of the Board and is responsible for supervising the other Directors in the execution of their duties.

(b) The vice-president is the vice-chair of the Board and is responsible for carrying out the duties of the president if the president is unable to act.

(c) The secretary is responsible for doing, or making the necessary arrangements for, the following:

(i) Issuing notices of General Meetings and Directors’ meetings, taking minutes of General Meetings and Directors’ meetings;

(ii) Keeping the records of the Society in accordance with the Act, conducting the correspondence of the Board; and

(iii) Filing the annual report of the Society and making any other filings with the registrar under the Act.

(iv) In the absence of the secretary from a meeting, the Board must appoint another individual to act as secretary at the meeting.

(d) The treasurer is responsible for doing, or making the necessary arrangements for, the following:

(i) Receiving and banking monies collected from the members or other sources;

(ii) Keeping accounting records in respect of the Society’s financial transactions; and

(iii) Preparing the Society’s financial statements; and making the Society’s filings respecting taxes.

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**7. Signing Authority**

**7.1 Execution of Documents**

(a) Signing authorities, outlining who has authority to sign what documents, and dollar amounts, shall be set out in policy. This policy must be reviewed every two years.

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**8. Borrowing**

**8.1 Borrowing powers**

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, including the issue of debentures. No debenture shall be issued unless authorized by a special resolution of the directors. The members may by special resolution restrict the borrowing powers of the directors.

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**9. Accountant**

**9.1 Requirement for Accountant**

(a) As a Class A society, WTAY shall have an accountant, as required by the Act.

(b) The Society may, by special resolution at an annual general meeting, waive the requirement to have an accountant for the fiscal year for which financial statements will be presented at the next year’s annual general meeting. The Society may not waive the requirement to have an accountant for more than two consecutive fiscal years.

(c) No director and no employee of the society shall act as a professional accountant.

(d) The Society shall appoint an accountant at each AGM. Should there be a vacancy in the accountant position between AGMs, the directors may appoint an accountant to serve until the next AGM.

(e) An accountant may be removed by an ordinary resolution of the membership.

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**10. Distribution of property before dissolution or on liquidation**

**10.1 Distribution**

The assets remaining after all debts have been paid or provisions for payment have been made shall, subject to the requirements of the Act, be distributed to one or more incorporated Yukon societies as is determined by a special resolution.

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