1. The Name of the Society is the “Enjoy Esquimalt Experiences Society”

2. The purposes of the Society are to:

a. Promote the benefits of Esquimalt as a place to do business, live, work, and visit

b. Support a sustainable local community

c. Stimulate and support the Esquimalt economy

Part 1 — Definitions and Interpretation

Definitions

1.1 In these Bylaws, unless the context otherwise requires:

a. "Act" means the Societies Act of British Columbia as amended from time to time;

b. “Address of the Society” means the registered office address of the Society on record

from time to time with the Registrar;

c. "Board" means the directors of the Society acting as authorised by the Act, the

Constitution and these Bylaws in managing or supervising the management of the affairs

of the Society and exercising the powers of the Society;

d. “Board Resolution” means:

i a Resolution passes by a simple majority of the votes cast by the Directors entitled to

vote on such matter;

a) in person at a duly constituted meeting of the Board;

b) by electronic means according to these Bylaws; or

c) by combined total of the votes cast in person and by Electronic Means; or

ii a resolution that has been submitted to all Directors and consented to in writing by

two-thirds (2/3) of the Directors who would have been entitled to vote on the

Resolution at a meeting of the Board

and a Board Resolution approved by any of these methods is effective as though passed at

a meeting of the Board.

e. "Bylaws" means these Bylaws as altered from time to time and filed with the Registrar;

f. “Constitution” means the Constitution of the Society as filed with the Registrar;

g. “Directors” means those Persons who are, or who subsequently become, directors of the

Society in accordance with the Bylaw and have not ceased to be directors;

h. “Electronic Means” means any system or combination of systems, including but not

limited to email, telephone, electronic, radio, computer, or web-based technology or

communication facility, that;

i in relation to a meeting or proceeding, permits Board members to communicate with

each other or otherwise participate contemporaneously in a manner comparable, but

not necessarily identical, to a meeting where are were present in the same location; and

ii in relation to a vote, permits the Board of Directors to cast a vote on the matter for

determination in a manner that adequately discloses the intentions of the voters;

i. “General Meeting” means a meeting of the Members, and includes an Annual General

Meeting and any Special or Extraordinary General Meetings of the Members;

j. “Members” means those Persons and Organisations that are, or that subsequently become,

Members of the Society in any class of Members in accordance with these Bylaws and that,

in either case, have not cased to be Members of the Society;

k. “Mutatis mutandis” means with the necessary changes having been made to ensure that

the language makes sense in the context;

l. “Ordinary Resolution” means:

i a Resolution passed by a simple majority of the votes cast in respect of the Resolution

by those Members entitled to vote in person or by electronic means at a duly constituted

General Meeting; or

ii a Resolution that has been submitted to the Members and consented to in writing by at

least two-thirds (2/3) of the Members

and an Ordinary Resolution approved by any one or more of these methods is effective as

though passed at a General Meeting of the Society;

m. “Organisation” means an Association, Cooperative, Corporation, or Society;

n. “Person” means a natural person;

o. “Registered Address” of a Member or Director means the address of that Person or

Organisation as recorded by the Society;

p. “Registrar” means the Registrar of the Province of British Columbia as referenced in the

Act;

q. “Special Resolution” means:

i a Resolution, of which the notice required by the Act and these Bylaws has been

provided, passed by at least two-thirds (2/3) of the votes cast in respect of the

Resolution by those Members entitled to vote:

a) in person at a duly constituted General Meeting;

b) by Electronic Means in accordance with these Bylaws; or

c) by the combined total of votes cast in person at a General Meeting and by Electronic

Means; or

ii a Resolution that has been submitted to the Members and consented to in writing by

every Member who would have been entitled to vote on the Resolution in person at a

General Meeting

and a Special Resolution approved by any one or more of these methods is as effective as

though passed at a General Meeting.

Definitions in Act apply

1.2 The definitions in the Act apply to these Bylaws.

Conflict with Act or regulations

1.3 If there is a conflict between these Bylaws and the Act or the regulations under the Act, the

Act or the regulations, as the case may be, prevail.

Plural and Singular Forms

1.4 In these Bylaws, a word defined in the plural form includes the singular and vice-versa, and

words importing a male or female person includes the opposite gender, person, or organisation.

Part 2 — Members

Application for membership

2.1 A Person or Organisation may apply to the Board for membership in the Society, and the

Person or Organisation becomes a Member on the Board's acceptance of the application.

2.2 An Organisation admitted as a Member must appoint, by notice in writing or by Electronic

Means delivered to the Society, a Person to by its designated representative to exercise the rights

of membership on behalf of the Society. An Organisation may alter its designated representative

at any time by providing notice by similar means to the Society with the name and contact

information of the new representative. The appointment of a new representative is deemed to

revoke the appointment of the previous representative.

Duties of members

2.3 Every Member must uphold the Constitution of the Society and must comply with these

Bylaws.

Amount of membership dues

2.4 The amount, duration and regularity of membership dues, if any, must be determined by the

Board.

Member not in good standing

2.5 A Member is not in good standing if the Member fails to pay the Member's annual

membership dues, if any, and the Member is not in good standing for so long as those dues remain

unpaid.

Member not in good standing may not vote

2.6 A voting Member who is not in good standing;

(a) may not vote at a General Meeting; and

(b) is deemed not to be a voting member for the purpose of consenting to a Resolution of the voting

Members.

Termination of membership

2.7 A Person or Organisation's membership in the Society is terminated if the Person or

Organisation is not in good standing for 3 consecutive months.

2.8 A Person or Organisation's membership in the Society may be terminated by Board Resolution

if, in the reasonable opinion of the Board, the conduct of the Member is improper, fails to uphold

the Constitution and Bylaws in accordance with Bylaw 2.3, or is likely to endanger the reputation

or hinder the interests of the Society.

Part 3 — General Meetings of Members

Time and place of General Meeting

3.1 A General Meeting must be held at the time and, if applicable, place the Board determines.

Ordinary business at General Meeting

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

(a) adoption of rules of order;

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

(c) consideration of the reports, if any, of the Directors or auditor;

(d) election or appointment of Directors;

(e) appointment of an auditor, if any;

(f) business arising out of a report of the Directors not requiring the passing of a Special Resolution.

Notice of special business

3.3 A notice of a General Meeting must 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.

Chair of General Meeting

3.4 The following individual is entitled to preside as the 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,

(ii) the Vice-President (if any), if the President is unable to preside as the chair, or

(iii) one of the other Directors in attendance at the meeting, if both the President and Vice-President

are unable to preside as the chair.

Alternate chair of General Meeting

3.5 If there is no individual entitled under these Bylaws who is able to preside as the chair of a

General Meeting within 15 minutes from the time set for holding the meeting, the voting members

who are in attendance must elect an individual in attendance at the meeting to preside as the chair.

Quorum required

3.6 Business, other than the election of the chair of the meeting and the adjournment or

termination of the meeting, must not be transacted at a General Meeting unless a quorum of voting

members is in attendance.

Quorum for general meetings

3.7 The quorum for the transaction of business at a general meeting is 1 voting member or 10%

of the voting members, whichever is greater.

Lack of quorum at commencement of meeting

3.8 If, within 30 minutes from the time set for holding a general meeting, a quorum of voting

members is not in attendance,

(a) in the case of a meeting convened on the requisition of members, the meeting is terminated,

and

(b) in any other case, the meeting stands adjourned to the same day in the next week, at the same

time and and, if applicable, place, and if, at the continuation of the adjourned meeting, a quorum

is not in attendance within 30 minutes from the time set for holding the continuation of the

adjourned meeting, the voting members who are in attendance constitute a quorum for that

meeting.

If quorum ceases to be in attendance

3.9 If, at any time during a general meeting, there ceases to be a quorum of voting members in

attendance, business then in progress must be suspended until there is a quorum in attendance or

until the meeting is adjourned or terminated.

Adjournments by chair

3.10 The chair of a general meeting may, or, if so directed by the voting members at the meeting,

must, adjourn the meeting from time to time and, if applicable, 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.

Notice of continuation of adjourned general meeting

3.11 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, notice of the continuation of the adjourned

meeting must be given.

Order of business at General Meeting

3.12 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 auditor'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 auditor, 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.

Methods of voting

3.13 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 voting members, except that if, before or after such a

vote, 2 or more voting members request a secret ballot or a secret ballot is directed by the chair of

the meeting, voting must be by a secret ballot.

Announcement of result

3.14 The chair of a General Meeting must announce the outcome of each vote and that outcome

must be recorded in the minutes of the meeting.

Proxy voting not permitted

3.15 Voting by proxy is not permitted.

Matters decided at general meeting by Ordinary Resolution

3.16 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 or by another

Resolution having a higher voting threshold than the threshold for an Ordinary Resolution.

Part 4 — Directors

Number of Directors on Board

4.1 The Society must have no fewer than 3 and no more than 11 Directors.

Election or appointment of Directors

4.2 At each annual general meeting, the voting members entitled to vote for the election or

appointment of Directors must elect or appoint the Board.

Directors may fill casual vacancy on Board

4.3 The Board may, at any time, appoint a member as a Director to fill a vacancy that arises on

the Board as a result of the resignation, death or incapacity of a Director during the Director's term

of office.

Term of appointment of director filling casual vacancy

4.4 A Director appointed by the Board to fill a vacancy ceases to be a Director at the end of the

unexpired portion of the term of office of the individual whose departure from office created the

vacancy.

Part 5 — Directors' Meetings

Calling Directors' meeting

5.1 A Directors' meeting may be called by the President or by any 2 other Directors.

Notice of Directors' meeting

5.2 At least 2 days' notice of a Directors' meeting must be given unless all the Directors agree to

a shorter notice period.

Proceedings valid despite omission to give notice

5.3 The accidental omission to give notice of a Directors' meeting to a Director, or the non-receipt

of a notice by a Director, does not invalidate proceedings at the meeting.

Conduct of Directors' meetings

5.4 The Directors may regulate their meetings and proceedings as they think fit.

Quorum of directors

5.5 The quorum for the transaction of business at a Directors' meeting is a majority of the

Directors.

Part 6 — Board Positions

Election or appointment to Board positions

6.1 Directors must be elected or appointed to the following Board positions, and a Director, other

than the President, may hold more than one position:

(a) President;

(b) Secretary;

(c) Treasurer.

Directors at large

6.2 Directors who are elected or appointed to positions on the Board in addition to the positions

described in these Bylaws are elected or appointed as Directors at large.

Role of President

6.3 The President is the chair of the Board and is responsible for supervising the other Directors

in the execution of their duties.

Role of Vice-President

6.4 The Vice-President (if elected) 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.

Role of Secretary

6.5 The Secretary is responsible for doing, or making the necessary arrangements for, the

following:

(a) issuing notices of General Meetings and Directors' meetings;

(b) taking minutes of General Meetings and Directors' meetings;

(c) keeping the records of the Society in accordance with the Act;

(d) conducting the correspondence of the Board;

(e) filing the annual report of the Society and making any other filings with the registrar under the

Act.

Absence of Secretary from meeting

6.6 In the absence of the Secretary from a meeting, the Board must appoint another individual to

act as Secretary at the meeting.

Role of Treasurer

6.7 The Treasurer is responsible for doing, or making the necessary arrangements for, the

following:

(a) receiving and banking monies collected from the Members or other sources;

(b) keeping accounting records in respect of the Society's financial transactions;

(c) preparing the Society's financial statements;

(d) making the Society's filings respecting taxes.

Part 7 — Remuneration of Directors and Signing Authority

Remuneration of Directors

7.1 These Bylaws do not permit the Society to pay to a Director remuneration for being a Director,

but the Society may, subject to the Act, pay remuneration to a Director for services provided by

the Director to the Society in another capacity.

Signing authority

7.2 A contract or other record to be signed by the Society must be signed on behalf of the Society

(a) by the President, together with one other Director,

(b) if the President is unable to provide a signature, by the Vice-President (if any) together with

one other Director,

(c) if the President and Vice-President (if any) are both unable to provide signatures, by any 2

other Directors, or

(d) in any case, by one or more individuals authorised by the Board or an authorised Committee

thereof to sign the record on behalf of the Society.

Committees

8.1 The Society may establish such standing and special committees, working groups, or task

forces as may, from time to time, be required, Any such committee will limit its activities to the

purpose or purposes for which it is appointed and will have no powers except those specifically

conferred by Board Resolution.

8.2 The Board may delegate any, but not all, of its powers to committees which may be in hole

or in part composed of Directors as it thinks fit.

Special and Standing Committees

8.3 Unless specifically designated as a standing committee, a committee is deemed to be a special

committee and any special committee so created must be created for a specified time period. A

special committee will automatically be dissolved upon the earlier of;

a. the completion of the specified time period; or

b. the completion of the task for which it was created.

Terms of Reference

8.4 In the event the Board decides to create a committee, it must establish terms of reference for

such committee. A committee, in the exercise of the powers delegated to it, will conform to any

rules that may from time to time be imposed by the Board in the terms of reference or otherwise,

and will report every act or thing done in exercise of those powers at the next meeting of the Board

held after it has been done, or at such other time or times as the Board may determine.

Meetings

8.5 The members of a committee may meet and adjourn as they think proper and meetings of the

committees will be governed mutatis mutandis by the rules set out in these Bylaws governing

proceedings of the Board.

Policies and Procedures

9.1 The Society may establish such rules, regulations, policies and procedures relating to the

affairs of the Society as it deems expedient, provided that no rule, regulation, policy or procedure

is valid to the extent that it is inconsistent with the Act, the Constitution, or these Bylaws.

Dissolution

10.1 In the event of the winding up of the Society, funds and assets of the Society remaining after

the satisfaction of its debts and liabilities shall be distributed to the Esquimalt Chamber of

Commerce or its successor organisation(s). If no such successor organisation(s) exist(s), then the

funds and assets of the Society remaining after the satisfaction of its debts and liabilities shall be

distributed to other such non-profit or charitable organisations whose objectives, in the opinion of

the Directors, most closely align with those of the Society.