British Columbia Chapter Guidance Document

Guidance Document and Constitution of the British Columbia Chapter

Association for Learning Environments

Adopted May 1993
Amended August 2013

Constitution

The name of the Society is: Association for Learning Environments (the Association) – British Columbia Chapter.
The purpose of the Society is to:
1. Provide services, activities and knowledge related to the development of superior educational facilities;
2. Establish an advocacy program encouraging all communities to support quality educational facilities as an integral part of a quality educational program;
3. Support the highest professional standards for all members through the exchange of ideas and practices associated with the design of educational facilities;
4. Encourage and assist in comprehensive educational planning by public and private school systems;
5. Promote training and quality professional development opportunities for facility planning professionals and educational institutions, agencies and personnel through workshops, conferences, exhibits, and meetings with related associations;
6. To identify and disseminate educational facility research;
7. To promote local research in the design and construction of educational facilities;
8. Review local regulations and codes pertaining to educational facilities;
9. Help achieve the objectives and support the activities of the Association, its Regions and Chapters;
10. Develop sources of income, other than membership fees, as may from time to time be appropriate including without limiting the generality of the foregoing, registration fees, workshops, grants, donations, gifts and other activities as are incidental to the foregoing purposes of the Society.

In the event of winding up or dissolution of the Society, funds and assets of the Society remaining after the satisfaction of its debts and liabilities shall be given or transferred to the "Pacific Northwest Region of the Association for Learning Environments".

Bylaws

Part 1 – Interpretation

1.1

In these bylaws, unless the context otherwise requires:

1.2

The definitions in the Society Act of British Columbia 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 and a corporation.

Part 2 – Membership

2.1

The Society will actively encourage and solicit individuals to be members in the Association, whose professional activities involve a responsibility of one or more of the following areas; planning, designing, constructing, equipping, or maintaining the physical environment of educational facilities.

2.2

The members of the society are the applicants for incorporation of the society, and any member in good standing of the Association whose residence and /or place of business is in the Province of British Columbia.

2.3

Every member must uphold the constitution and comply with these bylaws.

2.4

The amount of the annual membership dues will be determined by the Association and remitted to the Association. The BC Chapter of the Association must not collect membership dues.

2.5

A person ceases to be a member of the society

by delivering his or her resignation in writing to the secretary of the society or the Association or by mailing or delivering it to the address of the society or the Association,
on his or her death or, in the case of a corporation on dissolution,
on being expelled or,
on having been a member not in good standing for 12 consecutive months.

2.6

A member may be expelled by a special resolution of the members passed at a general meeting.

The notice of special resolution for expulsion must be accompanied by a brief statement of the reasons for the proposed expulsion.
The person who is the subject of the proposed resolution for expulsion must be given an opportunity to be heard at the general meeting before the special resolution is put to a vote.

2.7

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

Part 3 – Meetings of Members

3.1

General meetings of the society must be held at the 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, when they think fit, convene an extraordinary general meeting.

Notice of a general meeting must specify the place, day and hour of the meeting and, in case of special business, the general nature of that business and shall be sent not less than 15 days or more than 60 days before the meeting.
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.

3.4

The first annual general meeting of the society must be held not more than 15 months after the date of incorporation and after that an annual general meeting must be held at least once in every calendar year and not more than 15 months after the holding of the last preceding annual general meeting.

Part 4 – Proceedings at General Meetings

4.1

Special business is:

all business at an extraordinary general meeting except the adoption of rules of order, and
all business conducted at an annual general meeting, except the following:
1. the adoption of rules of order;
2. the consideration of the financial statements;
3. the report of the directors;
4. the report of the auditors, if any;
5. the election of the directors;
6. the appointment of the auditors, if required;
7. the other business that, under these bylaws, ought to be conducted at an annual general meeting, or business that is brought under consideration by the report of the directors issued with the notice convening the meeting.

4.2

Business, other than the election of a chair and the adjournment or termination of the 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 meeting is adjourned or terminated.
A quorum is 50% members plus 1.

4.3

If within 30 minutes from the time appointed for a general meeting a quorum is not present, the meeting, if convened on the requisition of members, must be terminated, but in any other case, it must 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 30 minutes from the time appointed for the meeting, the members present constitute a quorum.

4.4

Subject to Bylaw 4.5, the president of the society, the vice president or, in the absence of both, one of the other directors present, must preside as chair of a general meeting.

4.5

If at a general meeting:

there is no president, vice president or other director present within 15 minutes after the time appointed for holding the meeting, or
the president and all the other directors present are unwilling to act as the chair, the members present must choose one oft heir number to be the chair.

4.6

A general meeting may be adjourned from time to time and from place to place, but business must not be conducted at an adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

When a meeting is adjourned for 10 days or more, notice of the adjourned meeting must be given as in the case of the original meeting.
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

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

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

A member in good standing present at a meeting of members is entitled to one vote.

Voting is by show of hands or other method such as secret ballot as decided by a majority at the meeting.
Voting by proxy is not permitted.

Part 5 – Directors and Officers

5.1

The board of directors shall consist of not more than 15 directors including but not limited to the President, past-president, vice-president (or president elect), Secretary, Treasurer, Governor and any member(s) of the chapter who are officers and members elected at-large.

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

all laws effecting the society;
these bylaws and;
rules, not being consistent with these bylaws, that are made from time to time by the society in a general meeting.
1. 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.
Meetings of the Board of Directors shall be held at least 3 times per year.

5.2

The President, Vice President, Past President, Secretary, Treasurer, Governor and one or more other persons are the directors of the society.

The number of directors must be 5 or a greater number but not more than 15.

5.3

The directors must retire from office after a term of 3 years when their successors have been elected. A Director may stand for re-election after their 3 year term expires.

Each Annual General Meeting 5 new directors will be elected or a greater number when vacancies exceed.
Each Annual General Meeting Vice President (President Elect) elect will be elected among the directors elected or in term of office. When the president elect is not a newly elected director he will begin a new term of 3 years.
An election may be by acclamation; otherwise it must be by ballot.
If a successor is not elected, the person previously elected or appointed continues to hold office.
The Vice President (President Elect) must complete his three year term as president elect, president and past president before being eligible for nomination as president elect for another three year term.
If the president elect cannot complete his three year term the directors may elect another to fill his place and complete his term among their numbers.
The offices of President elect, President, and past president cannot be held by the same person.

5.4

The directors may at any time and from time to time appoint a member as a director to fill a vacancy in the directors.

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.

5.5

If a director resigns his or her office or otherwise ceases to hold office, the remaining directors must appoint a member to take the place of the former director.

An act or proceeding of the directors is not invalid merely because there is less than the prescribed number of directors in office.

5.6

The members may, by special resolution, remove a director, before the expiration of his or her term of office, and may elect a successor to complete the term of office.

5.7

A director must not be remunerated for being or acting as a director but a director may be reimbursed for all expenses necessarily and reasonably incurred by the director while engaged in the affairs of the society.

5.8

The candidate for the BC Chapter Governor should

be a member in good standing for at least two years and preferably have participated on the BC Chapter Executive for at least one year;
be prepared to serve for a term of three years. The term of the Governor shall commence and expire at the close of the International Association Conference.

Part 6 – Proceedings of Directors

6.1

The directors may meet at the places they think fit to conduct business, adjourn and otherwise regulate their meetings and proceedings, as they see fit including meetings held by electronic means including but not limited to phone, internet or email where each director is able to receive and contribute to all the business of the meeting.

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.
The president is the chair of all meetings of the directors, but if at a meeting the president is not present within 30 minutes after the time appointed for holding the meeting, the vice president must act as chair, but if neither is present the directors present may choose one of their number to be the chair at that meeting.
A director may at any time, and the secretary, on the request of a director, must, convene a meeting of the directors.

6.2

The directors may delegate any, but not all, of their powers to committees consisting of the director or directors as they think fit.

A committee so formed in the exercise of the powers so delegated must conform to any rules imposed on it by the directors, and must 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.

6.3

A committee must elect a chair of its meetings, but if no chair is elected, or if at a meeting the chair is not present within 30 minutes after the time appointed for holding the meeting, the directors present who are members of the committee must choose one of their numbers to be the chair of the meeting.

6.4

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

6.5

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.

6.6

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 may be by letter, telegram, or other electronic means, of any meeting of the directors and may at any time withdraw the waiver, and until the waiver is withdrawn,

a notice of meeting of directors is not required to be sent to that director, and
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.

6.7

Questions arising at a meeting of the directors and committee of directors must be decided by a majority of votes.

The chair shall not vote, except in the case of a tie.

6.8

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.

6.9

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.

Part 7 – Duties of Officers

7.1

The president presides at all meetings of the society and of the directors and shall be an ex-officio member of all committees. The President shall direct the activities of the chapter officers, and shall, with the consent of the board, appoint Committees deemed necessary or appropriate for conducting chapter business. Chapter President may attend Regional and International conferences during his/her term of office on approval of the board of directors.

7.2

The Vice President (President Elect) must carry out the duties of the president during the president's absence. By Election to office, the Vice President shall succeed the incumbent President at the end of his/her term of office. The Vice President shall also be charged with the duty of promoting membership. It shall be the duty of the Vice-President to attend or designate a representative to attend the Regional Conference during his/her term of office.

7.3

The Past-President shall assist the President as required including coordination of nominations, elections and awards.

7.4

The Secretary must:

Conduct the correspondence of the society;
Issue notices of meetings of the society and directors;
Attend all meetings of the chapter and executive Board and keep minutes of all meetings of the society and directors;
Have custody of all records and documents of the society except those required to be kept by the treasurer;
Have custody of the common seal of the society if any;
Maintain the register of members.

7.5

The Treasurer must:

Keep the financial records, including books of account, necessary to comply with the Society Act, GAAP and Association Policies and
Render financial statements to the directors, members, PNR, the Association and others when required and maintain a fiscal year period of January to December.
The offices of secretary and treasurer may be held by one person who is to be known as the secretary-treasurer.
If a secretary-treasurer holds office, the total number of directors must not be less than 5 or the greater number that may have been determined under Bylaw 5.2 (b).
In the absence of the secretary from a meeting, the directors must appoint another person to act as secretary at the meeting.

7.6

The Governor must:

Represent the BC Chapter to the Pacific Northwest Region (PNR), the International Organization of the Association and other representations as the BC board of directors sees fit.
Serve as the liaison between the BC Chapter and PNR and International Organization of the Association and
As per the Terms of Reference of the PNR, the Chapter Governor must be responsible for membership development to the PNR and serve as a member of the PNR Nominating Committee, serve as a member of the Awards Committee.

Part 8 – Seal

8.1

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

8.2

The common seal must 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 president and secretary or president and secretary treasurer.

Part 9 – Borrowing

9.1

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. The Society must not in any case incur debt in the name of the Association or PNR.

9.2

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

9.3

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 10 – Notices to Members

10.1

A notice may be given to a member, personally, electronically or by mail to the member at the member's registered address.

10.2

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.

10.3

Notice of a general meeting must be given to every member shown on the register of members on the day notice is given.

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

Part 11 – Bylaws

11.1

On being admitted to membership, each member is entitled to, and upon request the society must give the member without charge, a copy of the constitution and bylaws of the society.

11.2

These bylaws must not be altered or added to except by special resolution by a two thirds vote majority vote of members in attendance and in good standing at an Annual General Meeting, provided that notice of intent to amend the bylaws was distributed in writing to the membership at least 15 days in advance of but not more than 60 days in advance of the annual meeting.