CONSTITUTION OF THE "NON-PARTISAN ASSOCIATION"

"SOCIETY ACT" CONSTITUTION OF THE "NON-PARTISAN ASSOCIATION" 1. The name of the Society is "NON-PARTISAN ASSOCIATION". 2. The purposes ofthe Society are: (a) To support the election of the most suitable candidates for the offices of Mayor, City Councillor, Park Board Commissioner, School Trustee and such other elected positions as may be created from time to time in the City of Vancouver. (b) To oppose the introduction of federal or provincial party politics into the elected boards of the City of Vancouver. (c) To at all times strive for the improvement of civic government in the City of Vancouver. 3. The operations of the Society are to be chiefly carried on in the City of Vancouver in the Province of British Columbia. 1

"SOCIETY ACT" BY-LAWS OF THE "NON-PARTISAN ASSOCIATION" 1. The following statements represent the philosophy of the Association, as set out in its original1937 By-Laws: a) Municipal levels of government should act for the benefit of the people and should allow every individual the freedom of worship, speech, assembly, opportunity and initiative. b) Individuals have the right to enjoy the fruits of their labour, and to own private property, and individual enterprise is generally preferable to government intervention. c) Civic progress and stability can only be achieved by upholding the law, accepting social responsibilities, and accomplishing change by intelligent planning. d) Elected civic representatives should make decisions based on the viewpoints of many individuals and organizations, and not be under obligation to policies or platforms of federal or provincial political parties. 2. The following Code of Conduct shall be adhered to and upheld by the members: a) Any member shall promptly report to the directors, as defined by Bylaw 22 hereof, any conduct which does not conform with the provisions of this Code of Conduct. b) A candidate for election to civic office and those officially acting on his or her behalf shall exercise the care of a fully informed candidate in order not to commit or appear to commit an offence under the Provincial Election Act, the Vancouver Charter, any municipal rules or any legislation of similar effect. To that end all members concerned should become familiar with applicable legislation and rules. c) No payments shall be made by the Association in connection with a candidate's bid for election unless authorized by the directors or a duly constituted committee thereof. d) No member shall use, encourage or condone any method or course of behaviour, which would impede or prevent the lawful and peaceful campaign of another candidate for election. e) No member shall use, encourage or condone corrupt practices during an election campaign including giving or promising unlawful payments, or giving or promising employment, favour or other valuable consideration to obtain support for a candidate. f) No member shall use, encourage or condone acts of undue influence in order to induce or compel a person to vote in a particular way, including the use of threats of force or violence to generate fear of injury to self or others or of damage to property. g) No member acting for or on behalf of the Association shall create or promise secret funds to encourage any person to become a candidate for election, promising that person secret financial support for campaign expenses or personal living expenses. 2

_. h) No member shall destroy, deface or remove campaign materials of another candidate or election materials of the Returning Officer, or encourage or condone such acts. i) No member shall encourage or assist a person known not to be a qualified elector to have that person's name place on the voter's list or to have that person vote in the election. j) No member shall encourage or assist any person to be named more than once on the voter's list for an election. k) No member shall attempt, or encourage or condone attempts, to influence an election official in the exercise of his or her duties. 3. No appeal or list soliciting subscriptions for any purpose may be circulated among the members at any meeting without consent of the president or chair of the meeting. MEMBERSHIP 4. A person whose name appears on the list of electors for the cu rrent year of any municipality or regional district within the Province of British Columbia may apply to the directors for membership in the Association and on acceptance by the directors shall be a member. The following requirements apply to persons applying for membership in the Association: a) The applicant must complete a membership application in a form prescribed by the directors; b) The applicant must provide the Association with the address of the applicant's permanent residence, and proof of such residence if requested by the directors; c) If accepted by the directors, the membership of the applicant shall be deemed to commence on the date the application form was first received by the Association, even if acceptance by the directors occurs at a later date. 5. The directors will determine the membership fees of the Association. 6. A person must be a member of the Association for thirty (30) days prior to any meeting to vote at the meeting, provided that such thirty (30) day period may be decreased or waived by the directors if they see fit. SUSPENSION OR EXPULSION OF MEMBERS 7. If any member shall, in the opinion of the directors, be guilty of any conduct liable to be detrimental to the welfare, good name or good order of the Association, it shall be the duty of the directors to take cognizance of such conduct, and in the event of their being of the opinion that such behaviour has occurred, to call a special general meeting as provided in Bylaw 9 hereof, to deal with the matter. Any complaint against a member or members shall be made in writing to the secretary, and in the event that directors decide to bring the matter before a special general meeting, a copy of such complaint shall be sent to the member or members complained of. A majority of those members present at the special general meeting in good standing shall have the power to expel the offending member or members. 3

-- 8. Any person ceasing from any cause whatsoever to be a member shall, ipso facto, cease to have any claim or interest in the assets, funds and property of the Association. MEETINGS OF MEMBERS 9. The directors may convene at such times and at such dates as they decide general meetings, special general meetings where changes to the Constitution and Bylaws or expulsion of a member are being considered, and annual general meetings, provided that the annual general meeting shall be held once in every calendar year. 10. At least fourteen (14) days prior to any general meeting or special general meeting or twenty-one (21) days prior to any annual general meeting a notice shall be mailed by regular mail or by email to each member specifying the place, the date and the hour of the general meeting; PROVIDED HOWEVER, that the members present may, for good cause, waive or reduce the above notice of such meeting by unanimous consent in writing. 11. The non-receipt of a meeting notice by any member shall not invalidate the proceedings or any resolution passed at that meeting provided that the association in good faith attempted to notify all members of the meeting. Annual general meetings 12. The order of business at the annual general meeting shall be as follows: a) Reading ofthe minutes of the last annual general meeting, and any general meeting or special general meeting held since the date of the last annual general meeting; b) Matters arising therefrom; c) Reports of the president, secretary, treasurer, auditors and committees; d) Nomination and election of directors; e) Motions for which notice has been given, or in respect of which notice has been waived; and f) Other business. 13. In the event of any member desiring to make a substantive motion at an annual general meeting, such member shall give notice of the motion to the secretary at least fourteen (14) days prior to the date of the meeting. All such motions shall be in writing or by email, and shall be confirmed by the proposer and seconder. Special general meetings 14. The directors shall convene a special general meeting upon the request of any 10% ofthe members in good standing. Every such request shall set out the purpose for which the meeting is to be called, and shall be deposited with the secretary at least twenty-one (21) days prior to the date of the meeting. 15. Only the business specified in the notice of the special general meeting may be transacted at the meeting. 4

PROCEDURE AT MEETINGS OF MEMBERS 16. No business shall be transacted at any general meeting unless a quorum is present when the meeting proceeds to business. Ten (10) members in good standing shall form a quorum. If within one (1) hour from the time appointed, a quorum is not present, the meeting, if convened upon the requisition of members, shall be dissolved. In any other case, it shall be adjourned sine die. 17. The president, or in his or her absence, any other director, shall preside as chair at every general meeting of the Association, or in the absence of both, the members shall choose someone of their own number to be chair of the meeting. 18. The chair may adjourn any meeting from time to time, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. 19. Subject to Bylaws 6 and 20, every member in good standing shall have one vote, which shall be given personally and not by proxy. 20. At any general meeting, all questions and motions shall be decided by a majority of votes cast by the members present. All voting shall be open and by a show of hands, except for the election of directors, and the endorsement of candidates seeking civic office, which shall be taken by ballot. On a vote with respect to the endorsement of candidates seeking civic office, the following special voting eligibility rules will apply: a) with respect to the endorsement of candidates seeking office for Mayor, Council and the Park Board, only members who are registered or legally eligible to be registered as a "resident elector" or a "non-resident property elector" of the City of Vancouver for the current year, as defined under the Vancouver Charter, may vote; and b) with respect to the endorsement of candidates seeking office for the Board of School Trustees, only members who are registered or legally eligible to be registered as a "resident elector" or a "non-resident property elector" of the City of Vancouver for the current year, as defined under the Vancouver Charter or members who permanently reside in the University Endowment Lands, may vote. BOARD OF DIRECTORS 21. The board of directors shall consist of sixteen (16) elected directors and a maximum of three (3) appointed directors. Fifteen of the directors shall be elected for a three (3) year term, with five (5) directors to be elected at each annual general meeting. One director shall be elected for a one year term as the chair of the NPA Under 40 committee pursuant to Bylaw 43. 22. Nominations of directors shall be made by two (2) members in good standing as proposer and seconder. Nominations for the election of directors shall be made in writing and delivered to the Association at least twenty-one (21) days prior to the date of the annual general meeting. 5

23. Directors and appointed directors shall be members in good standing at least 30 days prior to the date of their election or appointment. 24. The directors shall have the power to appoint up to three (3) additional directors ("appointed directors") who will be additional directors, such appointments to be for a term expiring at the commencement of the annual general meeting next ensuing after appointment. An appointed director may be appointed for one term only, and may not be reappointed at or following the next annual general meeting. 25. A motion to the board proposing the appointment of a director pursuant to s24 shall be made in writing and delivered to all directors at least fourteen (14) days prior to the date of the meeting at which the appointment is proposed to be made. 26. The officers, being a president, a secretary and a treasurer, shall be elected from among and by the directors and shall retire at the end of each annual general meeting but shall be eligible for re-election provided that the president shall not hold office for more than a period of five (5) consecutive years. 27. A quorum at any meeting of the directors shall consist of eight (8) directors. 28. The directors may act notwithstanding any vacancy in their body. If a director shall resign or if a vacancy shall occur by death or otherwise, the directors shall have the power to choose and appoint a member in good standing to fill such vacancy until the next annual general meeting. At the next annual general meeting, a by-election shall be held to fill the vacant director's position for the remainder of his or her term. This is in addition to the directors elected pursuant to s 21 and s 24 and NPA Under 40 committee. 29. The directors shall adopt, and amend from time to time, a set of rules with respect to directors governance practices and procedures. Once adopted, these rules may only be amended by a vote of at least seventy-five percent (75%) of all directors. 30. Any director shall vacate office if: (a) Such director resigns his or her office by notice in writing, or (b) Such director is removed from office by a special resolution of the members. 31. The directors may remove a director by a vote of at least seventy-five percent (75%) of all the directors where that director has acted contrary to the directors' adopted governance policies and procedures or these Bylaws. 32. Any person wishing to be a candidate for civic office must be approved by the directors in writing. 33. Any director who wishes to be a candidate for civic office must resign as a director at least three (3) months before the meeting during which the endorsation of candidates for civic office is to be considered (the nomination meeting). 34. The directors shall manage the affairs and activities ofthe Association, including the setting of rules of procedure at general meetings including meetings during which the endorsation of candidates for civic office is to be considered, and such authority shall be vested in the directors alone. 6

35. The directors may delegate any, but not all, of its powers to committees consisting of any persons it thinks fit, provided that a majority of the members of any committees must be directors. All committees so formed must have terms of reference and 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 next meeting of the directors. No committee may incur debts or liabilities without prior approval from the directors. 36. The directors shall appoint a chair for each committee. If at a meeting the chair is not present within thirty (30) minutes after the time appointed for holding the meeting, the directors present who are members of the committee shall choose one of their members to be chair of the meeting. 37. The members of a committee may meet and adjourn as they think proper. 38. The directors shall appoint every year a chair of the membership committee who will be responsible, by delegation from the secretary, for maintaining the register of members, processing membership applications and communicating with members regarding membership issues. 39. The directors may, from time to time, appoint a vice-president, whose role is to preside over directors' meetings during the president's acknowledged absence and to assist as requested by the president. 40. The directors shall adopt, and amend from time to time, policies to ensure that the Association complies with applicable federal, provincial and municipal legislation, regulations and bylaws. DUTIES OF OFFICERS 41. The president shall preside at all meetings of the Association and of the directors, and shall exercise supervision over the officers, the affairs of the Association and the activities of its committees. 42. The president, or the president's delegate, shall be the sole spokesperson for the Association. 43. It shall be the duty of the directors to carry out the duties of the president during his or her acknowledged absence and to assist as required. 44. The secretary shall, or shall cause the following to be done: (a) Issue notices of meetings of the Association and of the directors; (b) Keep minutes of all meetings of the Association and of the directors; (c) Have custody of all records and documents of the Association except those required to be kept by the treasurer; (d) Maintain the register of members; (e) Maintain records including passwords for all data and digital communications of the association. 7

45. The treasurer shall: (a} Ensure the safekeeping of 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. NON-PARTISAN ASSOCIATION UNDER 40 COMMITIEE 46. The directors shall have a standing committee entitled the NPA under 40 committee, whose membership shall be limited to members under the age of forty (40} years old. The committee shall have a chair and a vice-chair, who will be elected annually by members under forty (40} in attendance at the annual general meeting. 47. The chair of the NPA under 40 committee will sit as a director with full voting rights. If the chair of the NPA under 40 committee is unable to attend a directors' meeting, the vice-chair of the NPA under 40 committee may attend and vote in his or her place. The vice-chair of the NPA under 40 committee will be also entitled to attend directors' meetings as a guest without voting rights. BORROWING POWER 48. Subject to the provisions of the Society Act, the directors shall exercise the borrowing powers of the Association and any promissory note, bill of exchange, or other negotiable or transferable instruments may be drawn, made, accepted, endorsed, discounted, executed and issued by and be signed on behalf of the Association by the president together with the secretary or the treasurer. The secretary, treasurer, or president may endorse cheques for deposit and receipts for vouchers and monies. 49. The president shall have a limited discretion to incur liabilities or enter into contracts on behalf of the Association, subject to a monetary limit set each year by the directors, and other guidelines that the directors deem appropriate. AUDIT 50. The accounts and books of the Association shall be examined at least once in each year and their correctness ascertained by one or more persons appointed by the directors from time to time. Such persons so appointed shall make a report to the Association at the next annual general meeting upon the books and accounts and the general state of the Association's finances. 8

EXECUTION AND INSPECTION OF DOCUMENTS 51. Every document required to be executed by the Association shall be signed by the president and one other officer of the Association. 52. All records and documents may be inspected by members at any time during ordinary business hours at the principal office of the Association. ALTERATION OF BYLAWS 53. No alteration or amendment of these Bylaws shall be made unless by special resolution at a special general meeting of the Association duly convened. Twenty-one (21) days written notice of any proposed alteration signed by the proposer and the seconder shall be given to the secretary. For the purposes hereof, "special resolution" means: a) A resolution passed at a special general meeting by a majority of not less than seventy-five percent (75%) of the votes of those members who, being entitled to do so, attend and vote in person or, where proxies are allowed, by proxy i. Of which the notice that the Bylaws provide, and not being less than twentyone (21) days' notice, specifying the intention to propose t he resolution as a special resolution has been given; or ii. If every member entitled to attend and vote at the special general meeting so agrees, at a special general meeting of which less than fourteen (14) days' notice has been given; b) A resolution consented to in writing by every member who would have been entitled to vote on it in person or, where proxies are allowed, by proxy at a special general meeting of the Association; and a resolution so consented to shall be deemed to be a special resolution passed at a special general meeting of the Association; or c) Where the directors have adopted a system of indirect or delegate voting or voting by mail, a resolution passed by at least seventy-five percent (75%) of the votes cast in respect of the resolution. 54. Any notice required to be given to any member may be given by regular or elect ronic mail directed to the member at the last known address on the records maintained by the Association and shall be deemed to have been delivered on the third day following that on which it was posted. 55. For the purposes of providing notice from a member to the Association or its officers under these Bylaws, an email message to the address designated by the directors as the Association email address, or a letter deposited at the address designated by the directors as the Association postal address shall be deemed received on the date of posting. 9

INTERPRETATION 56. In these Bylaws, words importing the singular include the plural and vice versa, and words importing a male person include a female person. 57. In these Bylaws, the word Association means this Society incorporated pursuant to the Society Act, and the terms Bylaws, director and member shall have the meaning attributed to those terms in the Society Act. 58. Meetings of the members and meetings of the directors must be governed according to the rules set out in the Bylaws. If the Bylaws are silent in respect of a matter of procedure at a meeting, reference may be made to Robert's Rules of Order or other accepted rules of order. 10