Presented at a General Meeting of the Society on September 29, 2005
Filed with the Registrar of Companies on October 28, 2005

Disclaimer

This version originally posted online on Sunday, April 16, 2006.

Table of Contents

• Article 1 Interpretation
• Article 2 Membership
• Article 3 Annual General and Special Meetings
• Article 4 Referendums
• Article 5 Board of Directors
• Article 6 Campus Councils
• Article 7 Elections
• Article 8 Removal of Elected Officials
• Article 9 Duties of the President and Vice-Presidents
• Article 10 Board Meetings
• Article 11 Policy Statements
• Article 12 Orientation of Council
• Article 13 Senior Staff Duties
• Article 14 Fees
• Artilce 15 Borrowing
• Article 16 Auditor
• Article 17 By-Laws
• Article 18 Records of the Society
• Article 19 Liability of the Society
• Article 20 Parliamentary Authority

1. Within these Bylaws, unless the context otherwise requires:
   
   "Act" shall mean the Society Act - BC, as amended from time to time;
   
   "Annual General Meeting" shall mean a regularly scheduled annual meeting of the Members to be held not later than March 1st in any calendar year;
   
   “Senior Staff” shall mean two designated staff members selected in accordance with Article 13. Seniority shall be determined by the responsibilities outlined in their job description
   
   "Bylaw" shall mean a bylaw of the Society;
   
   "Campus Council" shall mean a democratically elected constituency of the Society at an individual campus of the Kwantlen University College, and shall have those powers and duties as stipulated in these Bylaws and the Regulations;
   
   "Campus Director" shall mean the campus director of a Campus Council, who shall also serve on the Board of the Society;
   
   “Member-at-Large” shall mean the elected, or by 2/3 resolution the appointed non-voting members of the Board. At Large Members are permitted to vote on their respective Campus Councils whether elected or appointed by the Board but may never hold a voting seat on the Board.
   
   "Board" shall mean the board of directors of the Society, voting and non-voting. This shall include the President, Vice-President Internal Affairs, Vice-President External Affairs, Vice-President Events & Student Life, Treasurer, the four (4) Campus Directors and all Members-At-Large
   
   "Fiscal Year" shall mean the period commencing on January 1 in any given calendar year and terminating on December 31 of the same year or alternate dates that the Board approves by a Two-Thirds (2/3) resolution
   
   "General Meeting" shall mean a general meeting of the Members;
   
   "Honourary Member" shall mean a member of the Society with full speaking rights at General Meetings but no voting rights, such members shall not vote for, or run for, office, and shall have such other rights and limitations as adopted by the Society from time to time;
   
   "In Camera" shall mean a closed meeting and shall follow the rules pertaining to an executive session within Roberts Rules of Order, unless otherwise decided upon by 2/3 resolution of the board
   
   "Member" shall mean a member of the Society with full voting rights at General Meetings and in elections, the right to run for and hold office, and such other rights as are stipulated in the Act, these Bylaws or adopted by the Society from time to time;
   
   "Ordinary Resolution" shall mean a resolution adopted by the membership in a General Meeting or referendum, and conforms with the requirements of such a resolution as stipulated in the Act;
   
   "Policy" shall mean a position, view or opinion adopted by a Two-thirds (2/3) Resolution of the Board;
   
   "Regulations" shall mean those operational rules and regulations adopted or amended by a Two-thirds (2/3) Resolution of the Board.
   
   "Resolution" shall mean a resolution adopted by a simple majority of the votes cast, not including abstentions;
   
   "Special General Meeting" shall mean any General Meeting of the Society other than the Annual General Meeting;
   
   "Special Resolution" shall mean a resolution adopted by the membership in a General Meeting, and conforms with the requirements of such a resolution as stipulated in the Act;
   
   "Student At Large" shall mean a Member who does not currently hold an elected or appointed position within the Society;
   
   "Two-thirds (2/3) Resolution" shall mean a resolution adopted by a vote where there are at least two (2) votes in favor for every one (1) vote opposed, not including abstentions;
   
   
2. In these Bylaws, the feminine gender and the singular shall be construed as the masculine gender and the plural where the context so requires.
   
   
3. The Society recognizes the equality of all people and shall not discriminate on the basis of, but not limited to race, religion, gender, sexual orientation, nationality, language or socio-economic status.
   

1. The Society shall consist of Members and Honourary Members.
   
   
2. Members shall be those persons who:
   
   
   1. are registered for
      
      
      1. one (1) or more credit courses at Kwantlen University College; or
         
         
      2. continuing education studies at Kwantlen University College, or such other programs at Kwantlen University College as approved by the Members by Ordinary Resolution; or
         
      
      
   2. were enrolled in at least one credit course in the immediately preceeding semester; or
      
      
   3. honorary members
      
   
   
3. Honourary Members shall be those persons who have been designated by a Two-thirds (2/3) Resolution of the Board.
   
   
4. Honourary Members who are also Full Members shall, for all practical purposes, be simply Full Members without the limitations or restrictions of Honourary Member status.
   
   
5. Members and Honourary Members shall have the right to attend any General Meeting of the Society.
   
   
6. All members shall uphold the Constitution, Bylaws, Regulations and Policies of the Society.
   
   
7. A Member ceases to be a Member of the Society upon:
   
   
   1. failing to meet the requirements set out in Article 2(2); or
      
      
   2. a Resolution of the Society pursuant to Article 2(9).
      
   
   
8. An Honourary Member ceases to be an Honourary Member of the Society upon:
   
   
   1. a Two-thirds (2/3) Resolution of the Board; or
      
      
   2. a Resolution of the Society pursuant to Article 2(9) herein.
      
   
   
9. A Member may be expelled by a two-thirds (2/3) resolution of the Board and the agreement of the Ombudsperson. The individual in question has the right to state their defense in front of the Board and also may appeal the decision at an annual general meeting or special general meeting.
   

1. The Society shall hold an Annual General Meeting before May 1 each year as determined by the Board.
   
   
2. Every General Meeting, other than an Annual General Meeting, is a Special General Meeting.
   
   
3. The President, or such other individual as chosen by a Resolution of the Board, shall preside as chair for all General Meetings of the Society. Notwithstanding this clause, the membership may appoint a chair from among the Members present, by an Ordinary Resolution.
   
   
4. The following business shall be conducted at the Annual General Meeting:
   
   
   1. receiving the financial statements of the Society that are required by the Act or these Bylaws;
      
      
   2. receiving and approving the preceding fiscal years audited financial statements;
      
      
   3. receiving the report of the Board with respect to the activities of the Society over the past year;
      
      
   4. the consideration of any Ordinary Resolutions; and
      
      
   5. the consideration of any Special Resolutions, provided that due notice has been given as proscribed by the Act and/or these Bylaws.
      
   
   
5. The VP-External, within thirty (30) days, shall call a Special General Meeting of the Society upon:
   
   
   1. a Two-thirds (2/3) Resolution of the Board; or
      
      
   2. being served a petition stating the purpose of the General Meeting, duly signed by two hundred and fifty (250) Members or ten percent (10%) of the Members, whichever is less.
      
   
   
6. A petition requisitioning a General Meeting pursuant to Article 3(5) above may specify the location for such a meeting. If the petition does not so specify, then the Board shall, by Resolution, decide the location of the General Meeting. Regardless of whether or not the requisitionists stipulated a date and time for the General Meeting, the VP- External shall have the authority to set the date and time of a General Meeting, provided however that such date and time:
   
   
   1. are within the regular business hours of the Societys main office; and
      
      
   2. occur on a day in which Kwantlen University College is holding regularly scheduled classes.
      
   
   In the event that a requisitioned General Meeting called within thirty (30) days of the delivery of a petition, as stipulated in Article 3(5) above would violate this article, the VP- External shall postpone the General Meeting. The VP-External shall then call the General Meeting for the earliest possible date that would comply with this article and allow the full notice period, as required by these Bylaws, to occur during days when Kwantlen University College is holding regularly scheduled classes.
   
   
7. Notice of a General Meeting shall be given to the members of the Society by:
   
   
   1. affixing posters, no less than fourteen (14) clear days before the date of the General Meeting, no smaller than 8 by 11 inches, on each of the Kwantlen University College campuses, provided however that each such campus shall receive no less than eight (8) such posters which must be affixed in conspicuous places around the campus; and
      
      
   2. the placement of an advertisement, no less than seven (7) clear days before the date of the General Meeting, within the student newspaper or such other recognized campus media as determined by the Board.
      
   
   
8. Notice of a General Meeting must specify the place, day and hour of the General Meeting, and, in the case of special business, the general nature of that business. The accidental omission to give notice of a General Meeting to, or the non-receipt of a notice by, any of the members entitled to receive notice does not invalidate proceedings at that General Meeting.
   
   
9. A quorum for a General Meeting of the Society is achieved where the number of Members present at such a meeting is equal to or greater than ten percent (10%) of the total Members of the Society, or fifty (50) Members, whichever is lesser. Under no circumstances shall quorum be less than three (3) Members.
   
   
10. Business, other than the election of a chair and the adjournment or termination of the General Meeting, must not be conducted at a General Meeting at a time when a quorum is not present. If at any time during a General Meeting there ceases to be a quorum present, business then in progress must be suspended until there is a quorum present or until the General Meeting is adjourned or terminated.
    
    
11. If within sixty (60) minutes from the time appointed for a General Meeting a quorum is not present, the General Meeting, if convened on the requisition of Members, must be terminated, but in any other case, those present shall be deemed to be a quorum, but may only transact such business as is referred to in Article 3(4)(i), (ii), (iii) and no other business.
    
    
12. A Member present at a General Meeting is entitled to one vote.
    
    
13. Voting at a General Meeting is by show of hands unless another method of voting has been determined by the Members in accordance with the rules of order.
    
    
14. Voting by proxy is not permitted at any General Meeting.
    

1. In addition to Annual and Special General Meetings, the Members of the Society may vote on resolutions, other than Special Resolutions, concerning the business of the Society by means of a referendum.
   
   
2. The fees of the Society shall be determined by referendum in accordance with the College and Institute Act, and must comply with this Article.
   
   
3. The VP-External, within thirty (30) days, shall call a referendum of the Society upon:
   
   
   1. a Two-thirds (2/3) Resolution of the Board; or
      
      
   2. being served a petition stating the purpose of the General Meeting, duly signed by two hundred (200) Members or ten percent (10%) of the Members, whichever is less.
      
   
   
4. Notice of a referendum shall be given to the members of the Society by:
   
   
   1. Affixing posters, no less than seven (7) clear days before the date of the referendum, no smaller than 8 by 11 inches, on each of the Kwantlen University College campuses, provided however that each such campus shall receive no less than eight (8) such posters which must be affixed in conspicuous places around the campus; and
      
      
   2. the placement of an advertisement, no less than seven (7) clear days before the date of the referendum, within the student newspaper or such other recognized campus media as determined by the Board.
      
   
   
5. Notice of a referendum must specify the locations, days and hours of polling, and the entire text of the question. The accidental omission to give notice of a referendum to, or the non-receipt of a notice by, any of the members entitled to receive notice does not invalidate a referendum.
   
   
6. All referendum questions must be clear, unbiased, and phrased in a manner that permits a yes/no answer.
   
   
7. If a referendum question submitted by petition pursuant to Article 4(3)(ii) is deemed to be in violation of Article 4(6) by a Two-thirds (2/3) Resolution of the Board, the question shall be submitted to the Society’s ombudsperson for rewording, to bring the question into conformity with Article 4(6). If the Board by Two-thirds (2/3) overrules the ombudsperson, the question shall be put to the members exactly as drafted by the petitioners or the original draft of the Board
   
   
8. A referendum shall be held in the summer semester if requested by the petitioners along with a two-thirds (2/3) resolution of the Board. A two-thirds resolution (2/3) resolution of the Board in and of itself is also sufficient enough to hold a referendum in the summer.
   
   
9. A referendum shall:
   
   
   1. have at least one poll on each campus;
      
      
   2. be no shorter than two (2) days in duration and no longer than four (4) days in duration, such days running consecutively during the week.
      
      
   3. have polls that are open for voting no less than four (4) hours per day, between the hours of 9am and 7pm; and
      
      
   4. have such other rules as are set out in the Regulations.
      
   
   
10. A referendum, subject to these Bylaws, shall be acted upon by the Society where:
    
    
    1. a majority, or such greater percentage as may be required by law, of the votes cast support the referendum; and
       
       
    2. the number of votes cast is equal to or greater than one-hundred (100).
       

1. The directors of the Society shall consist of the voting members of the Board and, subject to the Act and these Bylaws, the management, administration, and the control of property, revenue, business and all the other affairs of the Society are vested in the Board. Pursuant to the foregoing, the Board:
   
   
   1. shall be the highest official body representing the Society;
      
      
   2. shall adopt, amend or otherwise alter the Regulations of the Society by a Two-thirds (2/3) Resolution;
      
      
   3. shall adopt, amend or otherwise alter the Policies of the Society by a Two-thirds (2/3) Resolution;
      
      
   4. shall adopt the Budget of the Society by a majority vote;
      
      
   5. shall have the authority to change the dates of the fiscal year of the budget
      
      
   6. may create committees, working groups, planning groups or any other such body as they see fit, provided however that they do not delegate any of their powers to such a body unless such delegation is in accordance with these Bylaws;
      
      
   7. may, upon a Two-thirds (2/3) Resolution, overrule, alter, or amend any action performed by another body or individual of the Society;
      
      
   8. shall appoint individuals to committees, working groups, planning groups, or any other such body of the Society, the Kwantlen University College or any other external entity;
      
      
   9. may, upon a Two-thirds (2/3) Resolution, remove an individual it appointed to a committee, working group, planning group, or any other such body of the Society, the Kwantlen University College or any other external entity; and
      
      
   10. may make such other rules as may be considered necessary for the Society, provided such rules are consistent with the Constitution, Bylaws, Regulations and Policies of the Society.
       
   
   
2. The voting members of the Board shall be:
   
   
   1. the President;
      
      
   2. the Treasurer;
      
      
   3. the three (3) Vice-Presidents;
      
      
   4. Vice-President External Affairs
      
      
   5. Vice-President Internal Affairs
      
      
   6. Vice-President Events & Student Life
      
      
   7. the duly elected Campus Directors, one such director elected from each campus of Kwantlen University College;
      
      
   8. such other persons as are approved by Ordinary Resolution.
      
   
   
3. The non-voting members of the board shall be:
   
   
   1. At-Large Members, the number of which to be set out in the regulations
      
      
   2. Any other positions created by this Board from time to time
      
      
   3. The incoming members of the Board shall assume their office no later than 10 February, or in the case of a by-election, at the first the Board meeting after the election.
      
      
   4. All expenses necessarily and reasonably incurred by a member of the Board while engaged in the affairs of the Society shall be reimbursed. Rules for such reimbursements shall be set out in the Regulations.
      
      
   5. The Board may, by a Two-thirds Resolution, create non-voting seats on the Board. The rights and obligations of non-voting members shall be set out in the Regulations.
      
      
   6. The Board shall be elected by and from the Members of the Society in a general election which shall be held no later than 31 January every other calendar year as determined by the Board, and in no case less than fourteen (14) days prior to the Annual General Meeting. Any member may cast a vote on any campus for any elected position on the board or the campus councils with each member permitted to cast one ballot per election. An elected term shall last 2 years from the date of inauguration. A by-election can be held every year between the years of a general election, the details of which will be decided by the Board and set out in the regulations.
      

1. Each campus of Kwantlen University College shall have a Campus Council, elected by the Members in a general election which shall be held no later than 31 January every other calendar year as determined by the Board, and in no case less than fourteen (14) days prior to the Annual General Meeting.
   
   
2. Campus Councils shall consist of:
   
   
   1. the Campus Director;
      
      
   2. At-Large Members, the number of which shall be set out in the regulations
      
   
   
3. Campus Councils shall:
   
   
   1. coordinate, under the direction of the campus Director and VP-Events & Student Life, all Society events on their campus;
      
      
   2. submit an annual budget request to the Treasurer, such budget request approved by a Two-thirds (2/3) Resolution of the Campus Council;
      
      
   3. maintain records and other information relating to their campus;
      
      
   4. represent the concerns and issues of their campus to the Board; and
      
      
   5. have such other powers and duties as are set out in the Regulations.
      
   
   
4. Each elected or appointed member of a Campus Council shall be permitted one (1) vote at their respective Campus meeting only
   
   
5. Campus Councils shall hold at least one (1) meeting in every calendar month.
   
   
6. Meetings of Campus Councils shall be open to all members of the Society, unless the Campus Council decides to go In Camera by a Two-thirds (2/3) Resolution. An In Camera session is ended, and the meeting again becomes open to all members, upon a Resolution of the Campus Council. Under no circumstances shall a Campus Council have the authority to exclude voting members of that Campus Council or any voting Board member from any meeting of that council at any time.
   
   
7. Further powers and duties of Campus Councils and Campus Directors shall be set out in the Regulations.
   

1. A general election shall be held no later than 31 January in every other calendar year to elect the members of the Board and the members of the Campus Councils. An elected term shall last two years from the date of inauguration.
   
   
2. The members of the Board and the members of the Campus Councils shall take office no later than 10 February.
   
   
3. If only one person is nominated for an office, the nominee must be ratified by a majority vote in a general election held in the form of a yes or no ballot.
   
   
4. Nominations shall be open for no less than eight (8) days and no longer than twelve (12) days and shall include every consecutive day of the week as well as holidays
   
   
5. Notice of a general election shall be given to the members of the Society by:
   
   
   1. affixing posters, no less than six (6) clear days before the date of the opening of nominations, no smaller than 8 by 11 inches, on each of the Kwantlen University College campuses, provided however that each such campus shall receive no less than eight (8) such posters which must be affixed in conspicuous places around the campus; and
      
      
   2. the placement of an advertisement, no less than six (6) clear days before the opening of nominations, within the student newspaper or such other recognized campus media as determined by the Board.
      
   
   
6. Notice of the opening of nominations must specify the dates and times for the opening and closing of nominations, the location on each campus where nomination forms may be picked up, contact information for the Chief Returning Officer, and specifically list the positions open for nomination relevant to each campus.
   
   
7. Notice of polling shall be given to the members of the Society by:
   
   
   1. affixing posters, no less than six (6) clear days before the opening of polling, no smaller than 8 by 11 inches, on each of the Kwantlen University College campuses, provided however that each such campus shall receive no less than eight (8) such posters which must be affixed in conspicuous places around the campus; and
      
      
   2. the placement of an advertisement, no less than six (6) clear days before the opening of polling, within the student newspaper or such other recognized campus media as determined by the Board.
      
8. Notice of polling must specify the locations, days and hours of polling, and specifically list the positions that will appear on the ballot for each campus.
   
   
9. A general election shall:
   
   
   1. have at least one poll on each campus;
      
      
   2. be no shorter than (2) days in duration and no longer than four (4) days in duration, such days running consecutively in one week;
      
      
   3. have polls that are open for voting no less than four (4) hours per day, between the hours of 9am and 7pm; and
      
      
   4. have such other rules as are set out in the Regulations.
      
   
   
10. Notwithstanding any other Bylaw herein, Regulations relating to elections shall not be amended between December 31 and the Annual General Meeting of the Society, except by an Ordinary Resolution.
    

1. Any Board member may be removed from office in accordance with this section of the Bylaws.
   
   
2. Elected officials shall immediately cease to hold office if at any time they cease to be Members of the Society in accordance with these Bylaws.
   
   
3. The Members may, by Special Resolution, remove the President, Treasurer, any of the Vice-Presidents or Campus Director(s), before the expiration of her term of office.
   
   
4. The President, Vice-President(s), Campus Director(s), Members-at-Large can be removed by:
   
   
   1. a Two-thirds (2/3) Resolution of the Board (Impeachment), provided however that at least fourteen (14) days notice, and no more than twenty-eight (28) days notice, has been given in writing at a previous Board meeting and, furthermore, that such notice be signed by:
      
      
   2. The President or in the case of the removal of the President, the Vice-President Internal Affairs
      
   
   
5. If a vacancy occurs in an elected position of the Society, a by-election shall be held to fill the position for the remainder of the term, rules for which shall be set out in the Regulations. Notwithstanding this clause, the Board may, by Two-thirds (2/3) Resolution, decide not to hold a by-election.
   
   
6. Upon the removal of a member of the Board, the Board shall appoint one of its members to fulfill the duties of the removed member until such time as the position is filled by election. Any member appointed by a Two-thirds (2/3) resolution may also be permitted one vote if the Board sees fit. However, once an appointed member has been permitted a vote it is binding and may not be taken away at any time for any reason.
   
   
7. Any Member may run in a by-election, even a Member previously removed from the position.
   
   
8. Should a member of the Board be removed pursuant to Article 8(3) or Article 8(4)(i) and subsequently re-elected to the same position in a by-election, that member of the Board shall not be subject to removal again pursuant to Article 8(3) or Article 8(4)(i) during the same term of office.
   

1. The President and Vice-Presidents shall sign an oath of office, such oath to be determined by the Board and set within the Regulations.
   
   
2. The President shall:
   
   
   1. Oversee all operations of the society and ensure that the Vice-Presidents are doing their jobs and, along with the Vice-President Internal Affairs liaise with the staff and to work in conjunction with them, subject to the Bylaws and Regulations of the Society;
      
      
   2. be responsible for the operations of the General Office and for the maintenance of all records of the Society, along with the Vice-President Internal Affairs.
      
      
   3. be a Signing Officer of the Society;
      
      
   4. be the official spokesperson of the society on all matters where the Vice-President External Affairs is unable to attend. The President may also delegate spokesperson authorities at her own discretion if she is also unavailable to attend.
      
      
   5. along with the Vice-President Internal Affairs, negotiate wage rates and contracts of staff and adjust them accordingly. Hire, discipline, discharge any staff member with the agreement of the Vice-President Internal-Affairs. Notwithstanding this clause, a Two-thirds (2/3) resolution of the Board may decide to appoint other individuals.
      
      
   6. have such other powers and duties as are stipulated in the Regulations, or are assigned by the Board from time to time.
      
   
   
3. The Treasurer shall:
   
   
   1. manage the financial affairs of the Society in accordance with the Bylaws and Regulations;
      
      
   2. prepare a budget proposal for the Board in accordance with the Regulations;
      
      
   3. work with all financial staff in order to fulfill her duties and request help from them only. In any disputes between the Treasurer and staff members the Board shall decide the matter.
      
      
   4. be a Signing Officer of the Society; and
      
      
   5. have such other powers and duties as are stipulated in the Regulations, or are assigned by the Board from time to time.
      
   
   
4. The Vice President External Affairs:
   
   
   1. be the official spokesperson for the society on every level and may work in conjunction with the President as she sees fit;
      
      
   2. liaise with, and represent the Society on, external organizations, committees and coalitions;
      
      
   3. liaise with organizations at Kwantlen University College dealing with faculty, instructors, the teaching assistants, and the non-teaching staff and all academic issues;
      
      
   4. be responsible for lobbying local, provincial and federal governments on the Policies of the Society;
      
      
   5. have such other powers and duties as are stipulated in the Regulations, or are assigned by the Board from time to time.
      
   
   
5. The Vice President of Events & Student Life shall:
   
   
   1. be responsible for planning, organizing and monitoring activities that pertain to the social needs and recreational aspects of students lives, mainly but not limited to, on campus;
      
      
   2. coordinate with the Campus Directors and staff in the planning and implementation of any fundraising activities or campus-specific events;
      
      
   3. liaise with Kwantlen University College on issues pertaining to events and student life; and
      
      
   4. have such other powers and duties as are stipulated in the Regulations, or are assigned by the Board from time to time.
      
   
   
6. The Vice President Internal Affairs shall:
   
   
   1. be the official liaison between staff and elected officials
      
      
   2. have the authority, only with the agreement the President to hire, fire or discipline any staff member, however, a two-thirds (2/3) resolution of the Board may overrule at any time.
      
      
   3. conduct staff evaluations periodically with the help of the President and shall present these findings to the Board.
      
      
   4. ensure that all records of the society are properly updated and the office is kept clean, secure and updated in conjunction with the President
      
      
   5. be responsible, along with the President, in making sure that elected officials act as outlined in these bylaws, regulations and policies.
      
      
   6. have such other powers and duties as are stipulated in the Regulations, or are assigned by the Board from time to time.
      

1. Quorum for Board meetings shall be fifty percent (50%) plus one of the current voting members of Council, not counting vacancies. In no case shall quorum be less than three (3) voting members.
   
   
2. The Chair shall call the Board to order once quorum is present.
   
   
3. The Chair shall dissolve the sitting should no quorum be present within thirty (30) minutes after the given time of the meeting.
   
   
4. At any time during the proceedings of the Board that quorum is not present, the Chair shall dissolve the meeting immediately following completion of the question currently on the floor.
   
   
5. The President, three (3) Vice-Presidents, Treasurer, the four (4) Campus Directors shall be entitled one vote each.
   
   
6. Board Meetings shall be open to all members of the Society, unless it decides to go in camera by a Two-thirds (2/3) Resolution. Once an In Camera session is ended, and the meeting again becomes open to all members. Under no circumstances shall the Board have the authority to exclude voting members of from any Board meeting at any time.
   
   
7. Board members may appoint an individual as a proxy, to attend a meeting in that Board members place. No individual (voting or non-voting) may carry more than one (1) proxy. Further rules for proxies at Council meetings shall be set out in the Regulations.
   
   
8. The Board shall hold regularly scheduled meetings at least once each month, excluding the months of July, August, December and January, during such months the Board may meet as it sees fit.
   
   
9. The Chair shall be a member of the Board or staff person appointed by a Two-thirds (2/3) Resolution
   
   
10. The Chair shall:
    
    
    1. chair Board meetings;
       
       
    2. post or cause to be posted notices of Board meetings twenty-four (24) hours in advance, by any means he/she deems necessary, including electronic media;
       
       
    3. ensure that minutes of Board meetings are posted in a public place within sixty (60) days after the meeting;
       
       
    4. have such other duties as are outlined in the Regulations or assigned by the Board from time to time.
       
    
    
11. The Chair shall not be the Spokesperson of the Board.
    
    
12. In the absence of the Chair, the President shall chair Board meetings, provided however that the Board may, by a Two-thirds (2/3) Resolution, elect an alternate chair.
    

1. The Board may express an opinion, sentiment or principle with respect to a specific issue by means of a policy statement.
   
   
2. Since the Regulations specify the internal procedures of the Society, a policy statement shall not be used to do so.
   
   
3. A policy statement shall contain:
   
   
   1. a preamble explaining the reasons for expressing an opinion, sentiment or principle;
      
      
   2. a resolution declaring the opinion, sentiment or principle.
      
   
   
4. A policy statement shall remain in effect for three (3) years from its date of adoption, unless the Board specifies that it is to be in effect for a shorter period.
   
   
5. Policy statements may only be adopted, amended, renewed, suspended, or rescinded by a Two-thirds (2/3) Resolution of the Board.
   

1. A Senior staff person appointed in accordance with Article 13(1)(i) shall ensure that each Board member receives, upon assuming office, a copy of the following documents:
   
   
   1. the Board Handbook;
      
      
   2. the Constitution, Bylaws and Regulations; and
      
      
   3. the Policy Statement Manual.
      
   
   
2. The staff member shall arrange a comprehensive orientation session for all Board members during the months of February or March. This session shall include, but not be limited to:
   
   
   1. the rules of order of meetings;
      
      
   2. the role of Board members;
      
      
   3. the structure and processes of the Society;
      
      
   4. the resources and administrative support available to Board members; and
      
      
   5. priority planning for the year.
      

1. The Two (2) Senior Staff Members shall:
   
   
   1. be determined by a 2/3 resolution of the Board at sometime throughout the elected term and shall last for a period of no less than three (3) years, unless by a Two-thirds (2/3) resolution which must include the vote of both the President and Vice-President Internal Affairs, the Board decides to appoint alternate staff member(s) to fulfill the requirements of this article
      
   
   
2. The Two (2) Senior Most Staff Members shall:
   
   
   1. manage the general business affairs of the Society as stipulated in the Regulations.
      
      
   2. help in managing the human resources of the Society, in consultation with the President and Vice-President Internal Affairs. In the case of a disagreement between any staff and elected officials, a Two-thirds (2/3) resolution of the Board shall prevail over the decision(s) of any of the two (2) Senior Staff;
      
      
   3. help the President and Vice-President Internal Affairs annually review the performance of each permanent employee and to make recommendations as to salary adjustments as permitted by the Budget in accordance with the individuals and procedure listed in Article 13 (2)(ii);
      
      
   4. ensure the security and maintenance of the Societys assets and buildings in accordance with the individuals and procedure listed in Article 13 (2)(ii);
      
      
   5. cause all funds of the Society to be held in deposits, or invested in shares, stocks or other securities as they deem appropriate and which have not been expressly excluded by the Board in accordance with the individuals and procedure listed in Article 13 (2)(ii);
      
      
   6. submit to the Board quarterly financial reports in the manner specified in the Regulations and in accordance with the individuals and procedure listed in Article 13(2)(ii);
      
      
   7. cause to be operated and maintained all accounting systems and financial procedures of the Society in accordance with the individuals and procedure listed in Article 13(2)(ii);
      
      
   8. have such other powers and duties as are stipulated in the Regulations or assigned by the Board from time to time.
      
      
   9. In the case of a disagreement between the two designated Senior Staff, a majority vote of the Board shall decide the matter.
      
      
   10. Notwithstanding any other bylaw no Senior Staff member shall take part in their own employment evaluations and/or salary adjustments. The President and Vice-President Internal Affairs shall conduct these evaluations.
       

1. In order to carry out the purposes of the Society Council 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.
   
   
2. A debenture must not be issued or an existing one be altered in any way without the authorization of the Treasurer, President and at least one (1) Senior Staff Member as required in Article 13(1)(i) and Article 13(2)(ii).
   
   
3. The Members may, by Ordinary Resolution, restrict the borrowing powers of the Board, but such a resolution imposed expires at the next Annual General Meeting.
   

1. At each Annual General Meeting the Society must appoint an auditor to hold office until the auditor is re-elected or a successor is elected at the next Annual General Meeting.
   
   
2. An auditor may be removed by a two-thirds (2/3) resolution of the Board which must include the agreement of the ombudsperson and at least one Senior Staff member. However under no circumstances shall an auditor be removed with less than ninety (90) days remaining before the beginning of a previously scheduled audit.
   
   
3. An auditor must be promptly informed in writing of the auditors appointment or removal.
   
   
4. The Auditor shall have unfettered access to all the Societys records, documents and other materials, electronic or otherwise, that she may require in the exercise of her duties.
   
   
5. A Board member or employee of the Society must not be its auditor.
   
   
6. The auditor may attend all General Meetings.
   

1. Each member is entitled to, and the Society must give the member on request for the sum of five dollars ($5), a copy of the Constitution and Bylaws of the Society.
   
   
2. These Bylaws must not be altered or added to except by Special Resolution or at an Annual General Meeting or a Special General Meeting with quorum of at least fifty (50) members. The members must then vote by Two-thirds (2/3) to alter these bylaws.
   

1. Subject at all times to Articles 18(2) and 18(3) herein, the records of the Society may be inspected by the members of the Society, on reasonable notice to Vice-President Internal Affairs, Vice-President External Affairs or a Senior Staff Member as outlined in Article 13(1)(i), during regular business hours.
   
   
2. The Society reserves the right to maintain appropriate confidentiality by not disclosing records in its possession that relate to:
   
   
   1. personal information concerning members, its staff and other officers; and
      
      
   2. confidential information concerning other third parties.
      
   
   
3. The Society reserves the right to maintain appropriate confidentiality by not disclosing records in its possession pertaining to in camera meetings. After an appropriate time period has elapsed since a particular in camera session, such time period to be stipulated in the Regulations, records pertaining to that session shall be released upon the written request of a member. If, in the opinion of the Board, the in camera records requested by a member pursuant to this Article still require the maintenance of confidentiality, then the Board may sever or remove all or part of the in camera records so requested, but must provide the member with a brief written summary of the information contained therein. Such a brief written summary shall be prepared in a manner that excludes all the appropriate information that, in the opinion of the Board, should continue to remain confidential.
   
   
4. Notwithstanding any other Article within these Bylaws, the President along with the two (2) Senior Staff Members as outlined in Article 13(1)(i) and the Ombudsperson shall, during regular business hours, have unfettered access to all the Societys records, documents and other materials, electronic or otherwise, that may be required in the exercise of their duties. However, the President or a Senior Staff Member may require such individuals to sign confidentiality agreements as they sees fit.
   

1. The Society shall not be liable or responsible for any damages incurred directly or indirectly by the actions of a member or members of the Society unless such action has been approved by the Society and to the extent of any such liability or responsibility being incurred by the Society the member causing same shall indemnify the Society.
   

1. The rules of order prescribed in the latest edition of Roberts Rules of Order shall apply at all meetings of the Society, to the extent of their consistency with the Act, these Bylaws and the Regulations. At any time, however, a Two-thirds (2/3) resolution of the Board may suspend use of these rules of order for a specified length of time. At any time a Two-thirds (2/3) resolution of any other body within the society may also choose to suspend these rules for a specific length of time for their respective meeting only.