Bylaws

CONSTITUTION 

  1.    The name of the society in English is The Victoria Japanese Friendship Society (Victoria Nippon Yuko Kyokai). 
  2.    The purposes of the society are: 
    (1) To promote mutual support, friendship, and understanding among persons of Japanese heritage in Greater Victoria, both residents and visitors; 
    (2) To promote the association of those of non-Japanese heritage with Vancouver Island’s Japanese community with the aim of Japanese cultural education and appreciation of this segment of the Canadian cultural mosaic; 
    (3) As a subsidiary purpose and in order to carry out the above, to maintain contact with other Japanese and Japanese-Canadian organizations in Canada for purposes of mutual support and information exchange. 

BYLAWS 

Here set forth, in numbered clauses, the bylaws providing for the matters referred to in section 6(1) of the Society Act and any other bylaws. 

Part 1 – Interpretation 

  1. (1) In the bylaws, unless the context otherwise requires; 
    a. “directors” means the directors of the society for the time being; 
    b. “Society Act” means the Society Act of the Province of British Columbia from time to time in force and al amendments to it; 
    (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. 

    Part 2 – Membership 

    1. The members of the society are the applicants for incorporation of the society, the other members of the “Victoria Japanese Friendship Society” as of the date incorporated, and those persons who subsequently have become members, in accordance with these bylaws and, in either case, have not ceased to be members. 
    1. A person may apply to the directors for membership in the society and upon acceptance by the directors, shall become a member. 
    2. Every member shall uphold the constitution and comply with these bylaws. 
    1. The annual membership dues shall be determined at the annual general meeting. 
    1. All members are in good standing except a member who has failed to pay his annual membership fee or other subscription or debt due and owing by him to the society and he is not in good standing so long as the debt remains unpaid. 
    1. A person shall cease to be a member of the society 
      a. by delivering his resignation in writing to the board of directors of the society or by e-mail or mailing it to the address of the society; 
      b. on his death; or  
      c. on having been a member not in good standing for 12 consecutive months. 

    Part 3 – Meetings of Members 

    1. (1)  General meeting of the society shall be held at the time and place, in accordance with the Society Act, that the directors decide. 
      (2)  The general meeting shall be conducted in Japanese. 

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

    1.  The directors may convene an extraordinary general meeting, 
      a. when the directors think fit, or 
      b. when a request is made by at least ten members of the society. 
    1.   (1) Notice of a general meeting shall specify the place, day and hour of 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. 
    1.  The first annual general meeting of the society shall be held no more than 15 months after the date of incorporation and after that an annual general meeting shall be held at least once in every calendar year and no more than 15 months after the holding of the last preceding annual meeting. 

    Part 4 – Proceeding at Meeting of Members 

    1.  Special business is 
      1. all business at an extraordinary general meeting except the adoption of rules of order; and 
      2. all business transacted at annual general meeting, except: 
      a. the adoption of rules of order; 
      b. the consideration of financial statement; 
      c. the report of the directors; 
      d. the election of directors; and 
      e. the other business that, under these bylaws, ought to be transacted at an annual general meeting, or business which is brought under consideration by the report of the directors issued with the notice convening the meeting. 
    1. (1) No business, other than the election of a chairman and the adjournment or termination of the meeting, shall be conducted at a general meeting at a time when  quorum is not present. 
      (2) If at any time during a general meeting there ceases to be a quorum present, business then in progress shall be suspended until there is a quorum present or until the meeting is adjourned or terminated. 
      (3) A quorum is 10 voting members present, or a number that members may determine at a general meeting. 
    1. (1) A member over the age of 18 years present at a meeting of members and in good standing is entitled to one vote. 
      (2) Voting is by show of hands or ballots. 
      (3) Voting by proxy is not permitted. 

    Part 5 – Directors and Officers 

    1. (1) The directors may exercise all the powers and do all the acts and things that society may exercise and do, and which are not by these bylaws or by stature or otherwise lawfully directed or required to be exercised or done by the society in general meeting, but subject, nevertheless, to 
      a. all laws affecting the society; 
      b. these bylaws; and 
      c. rules, not being inconsistent with these bylaws, which are made from time to time by the society in general meeting. 
      (2) No rule, made by the society in general meeting, invalidates a prior act of the  directors that would have been valid if rule had not been made. 
    1. The officers of the society are the president, vice-president, treasurer, and secretary. 
    1. (1) The president, vice-president, secretary, treasurer, and one or more voting members at large shall be the directors of the society. 
      (2) The number of the directors shall be 5 or a greater number determined from time to time at a general meeting. 
    1. (1) The directors shall retire from office at each annual general meeting at which time their successors are elected and their intentions to fill the offices are confirmed. 
      (2) Separate elections shall be held for each office to be filled. 
      (3) An election may be by acclamation, otherwise it shall be by ballot 
      (4) If no successors are elected, the person previously elected or appointed continues to hold office. 
    1. (1) The directors may at any time and from time to time appoint a voting member with  his consent as a director to fill a vacancy in directors. 
      2) A director so appointed holds office only until the conclusion of the next annual general meeting of the society, but is eligible for re-election at the meeting. 
    1. No act or proceeding of the directors is invalid only by reason of there being less than the prescribed number of directors in office. 
    1.  The voting members may by special resolution remove a director before the expiration of his term of office, and may elect a successor to complete the term of the office.successor to complete the term of the office. 
    1. No director shall be remunerated for being or acting as a director but a director shall be reimbursed for all expenses necessarily and reasonably incurred by him while engaged in the affairs of the society. 

    Part 6 – Proceeding of the Directors 

    1. (1) The directors may meet together at such places as they think fit for the dispatch of business, adjourn and otherwise regulate their meetings and proceedings, as they see fit. 
      (2) The directors may from time to time fix the quorum necessary for the transaction of business and unless so fixed the quorum shall be a majority of the directors then in office. 
      (3) The president shall be chairman of all meetings of the directors, unless the directors decide otherwise. 
      (4) The president may at any time, and the secretary, on the request of the president, shall convene a meeting of directors.  
    1. (1) The directors may delegate any, but not all, of their powers to committees consisting of such persons as they think fit and may name the committee. 
      (2) A committee so formed in the exercise of the powers so delegated shall conform to any rules that may from time to time be imposed on it by the directors, and shall report every act or things done in exercise of those powers to the directors. 
    1. Subject to discretions of the directors, the committee shall determine its own procedure.  
    1. The members of the committee may meet and adjourn as they think proper. 

    Part 7 – Duties of Officers 

    1. (1) The president shall preside at all meetings of the society and of the directors. 
      (2) The president is the chief executive officer of the society and shall supervise the other officers in the execution of their duties.
      (3) The president applies for the changes to BC Registries
      (4) The president is a co-signer of the bank accounts
      (5) The president sends a welcome letter to the new members 
    1. (1) The vice president shall carry out the duties of the president during his absence. 
       (2) The vice president arranges the rooms and venues for the society’s events and annual general meeting
       (3) The vice president updates the society’s property list
    1. The secretary shall 
      (1) conduct the correspondence of the society; 
      (2) take and keep minutes of all meetings of the society and directors; 
      (3) have custody of all records and documents of the society except those required to be kept by the treasurer; and
      (4) maintain the register of members. 
    1. The treasurer shall 
      (1) keep the financial records, including books of account, necessary to comply with the Society Act; and 
      (2) render financial statements to the directors, members and others when required,
      (3) collect and keep the record of membership fees,
      (4) check emails to the society, e-transfer deposit notices, divide the inquiries to the board of directors who is in charge,
      (5) collect advertisement fees from the sponsors,
      (6) make the record of donations and deposit them,
      (7) make the record of other revenue and expenses, and 
      (8) correspond with the bank, update the bank account balance, issue the cheques and receipts.

                  temporarily, the treasurer is creating, maintaining, and updating the society’s new website.   

    1. (1) The officers of secretary and treasurer may be held by one person who shall be known as secretary treasurer. 
      (2) When a secretary treasurer holds office the total number of directors shall not be less than 5 or the greater number that may have been determined pursuant to bylaw 19 (2).  
    1. In the absence of the secretary from meeting, the directors shall appoint person to act as secretary at the meeting. 

    Part 8 – Borrowing 

       35. In order to carry out the purposes of the society the directors may, on behalf 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 the foregoing, by the issue of debentures.

       36. No debenture shall be issued without the sanction of a special resolution. 

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

    Part 9 – Bylaws 

    1. The constitution and bylaws of the society is written on the society’s website.
    1. These bylaws shall not be altered or added to except by special resolution. 

    Amendments to Constitution and Bylaws 

    1.  At the board meeting of directors on April 13, 2025, it was proposed to change the name of the society from Japanese Friendship Society to Victoria Japanese Friendship Society and the Japanese name of the Society from Nihon Yuhkou Kyoukai to Victoria Nihon Yukou Kyokai.  
    2. Constitution 3 is removed.
    3. The method to resign from the society, stated in Article 8 (1) of Part 2 (Proceeding at Meeting of Members) of Bylaws changed to include email.
    4. The duties of officers stated in Part 7  has changed to even out the duties due to the resign of an officer and website manager is temporarily assigned to the current treasurer. 
    5. Former Part 8 – Seal was removed.
    6. The distribution method of the constitution and bylaws of the society has changed to be shared on the website.