Iboga Therapy Society  - Bylaws

Part 1  Interpretation

1.1 (1) In these bylaws, unless the context otherwise requires:
a) bylaws refers to the bylaws of the Iboga Therapy Society;
b) constitution refers to the constitution of the Iboga Therapy Society;
c) Directors means the Directors of the Society for the time being, as
elected by the members at the Annual General Meeting or appointed pursuant
to these bylaws;
d) members means members of the Society in good standing pursuant to
these bylaws;
e) registered address of a member means the member's address as
recorded in the Registry of Members.
f) Society means the Iboga Therapy Society;
g) Society Act means the Society Act of British Columbia from time to
time in force and all amendments to it.

1.2 The definitions in the Society Act on the date these bylaws become effective
apply to these bylaws.

1.3 Words importing the singular include the plural and vice versa; and words
importing a male person include a female person, a transgender person and a
corporation.

1.4 Expressions referring to the writing shall be construed as including
references to the printing, faxing, typewriting, emailing, photography and
other physical or electronic modes of reproducing words in a visible form.

Part 2  Membership

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

2.2 (1) A person may apply to the Directors for membership in the Society and upon
satisfaction of the guidelines for membership established by the Society and
on acceptance by the Directors and, subject to section 2.5 (2), on payment of
annual membership fees that person shall be a member.

(2) Any person applying for membership will specify the category of
membership being applied for:
a) Full membership is open to any individual who has demonstrated through
his paid or volunteer work a significant commitment to advancing the
purposes of the Society and who wishes to be actively involved in advancing
the purposes of the Society. Full members are entitled to vote at general
meetings of the membership.
b) Associate membership is open to any person who supports the purposes
of the Society and who wishes to be actively associated with the Society.
Associate members are not entitled to vote at general meetings of the
membership.
c) Group membership is open to any corporate or other organization which
supports the purposes of the Society and who wishes to be actively
associated with the Society. Group members are not entitled to vote at
general meetings of the membership.
(d) All membership information shall be held in the strictest confidence by
the Society's Board of Directors and the Membership Registrar. Membership
information is not open for scrutiny by other members, nor other
organizations, nor government representatives except by express written
authorization of the member.

2.3 (1) Every person seeking to be a member shall agree to uphold the constitution,
to adhere to the purposes of the Society, and to comply with these bylaws.

(2) Every member must uphold the constitution, adhere to the purposes of the
Society, and comply with these bylaws.

2.4 Subject to 2.5 (2), every member, to remain in good standing, shall pay an
annual membership fee.

2.5 (1) The amount of the first annual membership fees for each category of
membership, if any, shall be determined by the Directors, and after that the
annual membership fees for each category of membership shall be
determined by the Directors from time to time.

(2) The annual membership fees
(a) shall be waived for persons who are registered as active volunteers with
the Society, including the Directors of the Society, and
(b) upon application to the Directors and at the discretion of the Directors
may be waived for members and applicants for membership who can
demonstrate financial hardship.

2.6 All members are in good standing except a member who has failed to pay his
current annual membership fee, if any, or any other subscription or debt due
and owing by the member to the Society, and the member is not in good
standing so long as the debt remains unpaid.

2.7 A person shall cease to be a member of the Society:
(a) by delivering his resignation in writing to the Secretary of the Society or
by mailing it or delivering it to the address of the Society, or
(b) on his death or, in the case of a corporation or group, on dissolution, or
(c) on being expelled, or
(d) on having been a member not in good standing for a period of time
prescribed by the Directors, provided such a period be not less than thirty
(30) days, or
(e) when such member no longer qualifies for membership in accordance
with these bylaws.

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

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

(3) (a) In the case of a person, the person who is the subject of the proposed
resolution for expulsion shall be given an opportunity to be heard at the
general meeting before the special resolution is put to a vote.
(b) In the case of a corporation or group, one member of the corporation or
group which is the subject of the proposed resolution for expulsion shall be
given an opportunity to be heard at the general meeting before the special
resolution is put to a vote.

2.9 Membership in the Society shall not be transferable.

Part 3  Meetings of Members

3.1 General meetings of the Society shall be held at such time and place, in
accordance with the Society Act, that the Directors decide.

3.2 Every general meeting, other than an Annual General Meeting, is an
Extraordinary General Meeting.

3.3 The Directors may, whenever they think fit, convene an Extraordinary
General Meeting.

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

(2) Notice of a general meeting may be provided to a member in printed or
electronic form according to the members preference as recorded in the
Registry of Members.

(3) 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.

3.5 The first Annual General Meeting of the Society shall be held not more than
fifteen (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 not
more than fifteen (15) months after the holding of the last preceding Annual
General Meeting.

3.6 (1) Every member of the Society who is a member in good standing shall be
entitled to attend a general meeting.

(2) In the case of a Group member entitled to attend a general meeting, up to
three (3) members of that group shall be entitled to attend that general
meeting on behalf of that Group member.

3.7 Every person who is a Full member of the Society and is a member in good
standing is entitled to vote at a general meeting.

Part 4  Proceedings at General Meetings

4.1 Special business as referred to in 3.4 (1) is
(1) all business at an Extraordinary General Meeting except the adoption of rules
of order; and

(2) all business conducted at an Annual General Meeting, except:
(a) the adoption of rules of order;
(b) the consideration of the financial statements;
(c) the report of the Directors;
(d) the report of the Auditor, if any;
(e) the election of Directors;
(f) the appointment of the Auditor, if required;
(g) such other business that, under these bylaws, ought to be conducted at an
Annual General Meeting, or any business that is brought under consideration
by the report of the Directors issued with the notice convening the meeting.

4.2 (1) A quorum is three (3) voting members present or a greater number that the
members may determine at a general meeting.

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

(3) 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.

4.3 If within thirty (30) minutes from the time appointed for a general meeting a
quorum is not present, the meeting, if convened on the requisition of
members, shall be terminated, but in any other case, it shall 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 thirty (30) minutes from
the time appointed for the meeting, the members present constitute a quorum,
provided that there is at least one (1) voting member present.

4.4 Subject to bylaw 4.5, the Chairperson of the Society, the Vice Chairperson
or, in the absence of both, one of the other Directors present, shall preside as
chair of a general meeting.

4.5 If at a general meeting
(a) there is no Chairperson, Vice Chairperson or other Director present
within fifteen (15) minutes after the time appointed for holding the meeting,
or
(b) the Chairperson and all the other Directors present are unwilling to
preside as the chair,
the members present shall choose one of their number to preside as the chair.

4.6 (1) A general meeting may be adjourned from time to time and from place to
place, but no business shall be transacted at an adjourned meeting other than
the business left unfinished at the meeting from which the adjournment took
place.

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

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

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

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

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

(2) Voting is by show of hands, unless the members decide otherwise.

(3) Voting by proxy is permitted as provided in Part 5.

Part 5 Proxy Voting

5.1 (1) Every member entitled to vote at a general meeting of the Society may, by
proxy, appoint an individual (who must also be a member entitled to vote at a
general meeting of the Society) as such members nominee to attend, speak,
act and vote for such member and on such members behalf at the meeting in
the manner, to the extent and with the power conferred by the proxy.

(2) A members proxy shall be in writing, dated as of the date on which it is
executed, and shall be executed by such member.

5.2 Unless the Directors otherwise determine, the instrument appointing a proxy
holder, and the power of attorney or other authority, if any, under which it is
signed or a notarially certified copy thereof shall be deposited at a place
specified for that purpose in that notice convening the meeting not less than
forty-eight (48) hours before the time for holding the meeting at which the
proxy holder proposes to vote, or shall be deposited with the Chair of the
meeting prior to the commencement of the meeting.

5.3 (1) A members proxy is valid only for the general meeting for which it is
deposited and for any adjournment of that meeting.

(2) A members proxy shall, to the extent that it is inconsistent with a proxy of a
prior date, be deemed to revoke such prior proxy.

5.4 A vote given in accordance with the terms of an instrument of proxy is valid
notwithstanding the previous death or incapacity of the member(s) or
revocation of the proxy or of the authority under which the proxy was
executed, provided no intimation in writing of the death, incapability, or
revocation has been received at the registered office of the Society or by the
chair of the meeting before the vote was given.

5.5 Unless, in the circumstances, the Society Act requires any other form of
proxy, an instrument appointing a proxyholder, whether for a specified
meeting or otherwise, shall be substantially in the form following, or in any
other form that the Directors approve:

The undersigned hereby appoints ___________________________________
of _____________________________________ (or failing him or her or hir
______________________________ of ____________________________)
as proxy for the undersigned to attend, speak, act at and vote for and on
behalf of the undersigned at the general meeting of the Society to be held on
the ___________ day of ____________, 20___, and at any adjournment of
that meeting.
Signed this ___________ day of ____________, 20___.
(Signature of Member)

Part 6  Directors and Officers

6.1 (1) The Directors may exercise all the powers and do all the acts and things that
the Society may exercise and do, and that are not by these bylaws or by
statute or otherwise lawfully directed or required to be exercised or done by
the Society in a general meeting, but subject, nevertheless, to the provisions
of
(a) all laws affecting the Society,
(b) these bylaws, and
(c) any rules, not being inconsistent with these bylaws, that are made from
time to time by the Society in a general meeting.

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

6.2 The Board of Directors of the Society shall consist of five (5) Directors or a
greater number determined from time to time at a general meeting.

6.3 (1) The Officers of the Society shall be the Chairperson, the Vice-Chairperson,
the Secretary, the Treasurer, and such other Officers as the Directors shall
determine from time to time.

(2) An Officer must be a Director and ceases to be an Officer when s/he ceases
to be a Director.

6.4 (1) The Directors shall retire from office at each Annual General Meeting, when
their successors shall be elected.

(2) A Director shall be elected at an Annual General Meeting for one (1) term.

(3) Any Director retiring from office at an Annual General Meeting shall be
eligible to stand for re-election at that Annual General Meeting.

(4) Any Full member is eligible to stand for election as a Director.

(5) An election may be by acclamation, otherwise it shall be by ballot.

6.5 (1) The Officers of the Society shall be elected by the Directors at the first
meeting of the Directors following the Annual General Meeting and in the
manner approved by the Directors.

(2) The Officers of the Society may at any time and from time to time be
changed by the Directors and in the manner approved by the Directors.

6.6 (1) The Directors may at any time and from time to time appoint a Full member
as a Director to fill a vacancy in the 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.

6.7 (1) If a Director resigns his office or otherwise ceases to hold office, the
remaining Directors shall appoint a member to take the place of the former
Director.

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

6.8 (1) The 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 office.

(2) The Directors of the Society may remove a Director before the expiration of
his term of office if
(a) the Director, by word or deed, violates the objectives, constitution or
bylaws of the Society; or
(b) the Director misses three (3) consecutive meetings of the Board of
Directors without good and sufficient reason.

6.9 No Director shall receive any remuneration from the Society for services
rendered as a Director of the Society, provided that any Director may be
reimbursed for their reasonable expenses actually incurred in connection with
the business of the Society, and that any Director may act by themselves or
by their firm in a professional capacity for the Society and s/he or their firm
shall be entitled to remuneration for professional services as if s/he were not
a Director.

6.10 It shall be the duty of every Director who is in any way, whether directly or
indirectly, interested in a contract or transaction or proposed contract or
transaction with the Society to fully and promptly disclose such interest to
the extent, in the manner, and at the time required by the applicable
provisions of the Society Act and to abstain from voting in respect of the
contract or transaction or proposed contract or transaction as and when
prohibited by the Society Act. Any such Director shall not be counted in the
quorum at a meeting of the Directors at which the proposed contract or
transaction is approved.

6.11 Subject to the Society Act, every Director and every Officer or member of
each committee of the Board of Directors and their heirs, executors and
administrators, and estates of those Directors, Officers and members shall,
from time to time and at all times, be indemnified and saved harmless out of
the funds of the Society from and against all costs, charges and expenses
whatsoever, including an amount paid to settle an action or satisfy a
judgment, actually or reasonably incurred by them, in a civil, criminal or
administrative action proceeding to which they are Officer, or member of a
committee, including an action bought by the Society, if:
(a) they acted honestly and in good faith with a view to the best interests of
the Society, and;
(b) in the case of a criminal or administrative action or proceeding, they had
reasonable grounds for believing that their actions were lawful.

6.12 No Director or Officer shall be liable for the acts, receipts, neglects, or
defaults of any other Director, Officer, or member or for joining in any loss
or expense happening to the Society through the insufficiency or deficiency
of title to any property acquired by order of a Director, Officer, or member
for or on behalf of the Society, or for any loss or damage arising from the
bankruptcy, insolvency or tortious act of any person with whom any of the
monies, securities, or effects of the Society have been deposited or for any
loss, damage or misfortune whatever which may happen in the execution
thereof unless the liability arises through the willful neglect, default or
dishonesty of the Director or Officer.

Part 7  Proceedings of Directors

7.1 (1) The Directors may meet in the manner and at the places they think fit to
conduct business, adjourn and otherwise regulate their meetings and
proceedings, as they see fit.

(2) The Directors may from time to time set the quorum necessary to conduct
business, and unless so set the quorum is a majority of the Directors then in
office.

(3) The Chairperson is the chair of all meetings of the Directors, but if at a
meeting the Chairperson is not present within fifteen (15) minutes after the
time appointed for holding the meeting, the Vice-Chairperson shall act as
chair, but if neither is present the Directors present shall choose one of their
numbers to be the chair at that meeting.

(4) A Director may at any time, and the Secretary or Secretary Treasurer, on the
request of a Director, shall, convene a meeting of the Directors.

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

7.3 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 shall be in
writing, 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.

7.4 (1) The Directors may delegate any, but not all, of their powers to committees as
they think fit.

(2) Such committees shall consist of one (1) or more Directors and any such
other Full or Associate members as the Board of Directors think fit.

(3) The Directors shall appoint one of the Directors on such a committee as the
chair of that committee.

(4) A committee so formed in the exercise of the powers so delegated shall
conform to any rules imposed on it by the Directors, and shall 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.

(5) The members of a committee may meet and adjourn as they think proper.

(6) If at a committee meeting the chair is not present within fifteen (15) minutes
after the time appointed for holding the meeting, the Directors present who
are members of the committee shall choose one of their numbers to be the
chair of the meeting.

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

7.6 (1) Questions arising at a meeting of the Directors and committee of Directors
shall be decided by a majority of votes.

(2) In the case of a tie vote, the chair does not have a second or casting vote and
the resolution does not pass.

7.7 (1) 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.

(2) A resolution consented to in writing pursuant to Article 7.7(1) may be in one
or more counterparts, each of which may be signed by one or more Directors
and which together shall be deemed to constitute a resolution in writing.

Part 8  Duties of Officers

8.1 (1) The Chairperson presides at all meetings of the Society and of the Directors.

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

8.2 The Vice-Chairperson shall carry out the duties of the Chairperson during the
Chairperson's absence.

8.3 The Secretary shall do the following:
(a) conduct the correspondence of the Society;
Society Act of British Columbia FORM 3
Incorporation of Iboga Therapy Society
(b) issue notices of meetings of the Society and Directors;
(c) keep minutes of all meetings of the Society and Directors;
(d) have custody of all records and documents of the Society except those
required to be kept by the Treasurer;
(e) have custody of the common seal of the Society;
(f) maintain the Registry of Members.

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

8.5 (1) The offices of Secretary and Treasurer may be held by one person who is to
be known as the Secretary Treasurer.

(2) If a Secretary Treasurer holds office, the total number of Directors shall not
be less than five (5) or the greater number that may have been determined
under bylaw 6.2.

8.6 In the absence of the Secretary from a meeting, the Directors shall appoint
another person to act as Secretary at the meeting.

Part 9  Seal

9.1 The directors may provide a common seal for the Society and may destroy a
seal and substitute a new seal in its place.

9.2 The common seal shall be affixed only when authorized by a resolution of
the Directors and then only in the presence of the persons specified in the
resolution, or if no persons are specified, in the presence of the Chairperson
and Secretary, or Chairperson and Secretary Treasurer.

Part 10  Borrowing

10.1 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.

10.2 A debenture shall not be issued without the authorization of a special
resolution.

10.3 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 11 Auditor

11.1 This Part applies only where the Society is required or has resolved to have
an Auditor.

11.2 The first Auditor shall be appointed by the Directors who shall also fill all
vacancies occurring in the office of Auditor.

11.3 At each Annual General Meeting the Society shall appoint an Auditor to hold
office until the Auditor is re-elected or a successor is elected at the next
Annual General Meeting.

11.4 An Auditor may be removed by ordinary resolution.

11.5 An Auditor shall be informed forthwith in writing of appointment or
removal.

11.6 No Director and no employee of the Society shall be its Auditor.

11.7 The Auditor may attend general meetings.

Part 12  Notices to Members

12.1 It is the responsibility of each member to notify the Society forthwith in
writing of any change to such member's registered address.

12.2 (1) A notice may be given to a member, either personally or by mail to the
member at the member's registered address.

(2) A notice may be given to a member in printed or electronic form according
to the member's preference as recorded in the Registry of Members.

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

(2) A notice sent in electronic form is deemed to have been given on the second
day following the day on which the notice is sent, and in proving that notice
has been given, it is sufficient to prove the notice was properly addressed and
transmitted.

12.4 (1) Notice of a general meeting shall be given to
(a) every member shown on the Registry of Members on the day notice is
given, and
(b) the Auditor, if Part 10 applies.

(2) No other person is entitled to receive a notice of a general meeting.

Part 13 Bylaws

13.1 After being admitted to membership, a member is entitled to a copy of the
constitution and bylaws of the Society upon paying the sum of $1.00 (one
dollar).

13.2 These bylaws must not be altered or added to except by special resolution.