“Act” means the Societies Act of British Columbia as amended from time to time;
“Bylaws” means these Bylaws as altered from time to time.
“Executive Board” means the directors of the Society;
“Board of Governors” means the principal of each member of the society.
“VBE” means the Vancouver Board of Education.
“Ex Officio” means holding a position on the Executive Board not by election or appointment but rather their position held with the VBE.
1.2 The definitions in the Act apply to these Bylaws.
1.3 If there is a conflict between these Bylaws and the Act or the regulations under the Act, the Act or the regulations, as the case may be, prevail.
Part 2 – Members
2.1 The members of the society are the middle schools and the secondary schools of the VBE.
2.2 No member of this society at the time these Bylaws comes into effect shall be a member or be affiliated with any other school athletics association other than BC School Sports.
2.3 Every member must uphold the constitution of the Society and must comply with these Bylaws.
2.4 The amount of the annual membership dues, if any, must be determined by the Executive Board.
2.5 A member is not in good standing if the member fails to pay the member’s annual membership dues, if any, and the member is not in good standing for so long as those dues remain unpaid.
2.6 A voting member who is not in good standing,
(a) may not vote at a general meeting, and
(b) is deemed not to be a voting member for the purpose of consenting to a resolution of the voting members.
2.7 The Executive Board shall have the power, by majority resolution of those present, to suspend any member of the society, where there is deemed to have been conduct which is considered improper, unbecoming, or likely to endanger the interest or the reputation of the society, or where there has been willful breach of the constitution, Bylaws or rules and regulations of the society, and such suspension may be on such terms and upon such conditions as the Executive Board shall deem fit and shall remain in force until discontinued by a majority resolution of the Executive Board or by a general meeting of the society.
2.8 A member is entitled to and the society shall give without charge a copy of the constitution, Bylaws and rules and regulations of the society currently in force.
Part 3 – General Meetings of Members
3.1 A general meeting must be held at the time and place the Executive Board determines.
3.2 Every general meeting, other than the annual general meeting, is an extraordinary general meeting.
3.3 At the annual general meeting, the following business is ordinary business:
(a) adoption of Roberts rules of order;
(b) consideration of any financial statements of the Society presented to the meeting;
(c) consideration of the reports, if any, of the directors or auditor;
(d) election or appointment of directors;
(e) appointment of an auditor, if any;
(f) business arising out of a report of the directors not requiring the passing of a special resolution.
3.4 The Executive Board may at any time, convene an extraordinary general meeting. The Executive Board must send:
(a) a notice of the general meeting stating the nature of any business, other than ordinary business, to be transacted at the meeting in sufficient detail to permit a member receiving the notice to form a reasoned judgment concerning that business; and
(b) the notice shall be sent to members via electronic communication and or via inter VBE courier (blue bag).
3.5 An annual general meeting shall be held as determined by the Executive Board.
3.6 The following individual is entitled to preside as the chair of a general meeting:
(a) the individual, if any, appointed by the Executive Board to preside as the chair;
(b) if the Executive Board has not appointed an individual to preside as the chair or the individual appointed by the Executive Board is unable to preside as the chair,
(i) the president,
(ii) the vice-president, if the president is unable to preside as the chair, or
(iii) one of the other directors present at the meeting, if both the president and vice-president are unable to preside as the chair.
3.7 If there is no individual entitled under these Bylaws who is able to preside as the chair of a general meeting within 15 minutes from the time set for holding the meeting, the voting members who are present must elect an individual present at the meeting to preside as the chair.
3.8 Business, other than the election of the chair of the meeting and the adjournment or termination of the meeting, must not be transacted at a general meeting unless a quorum of voting members is present.
3.9 The quorum for the transaction of business at a general meeting is 50% of the voting members who have at least one designated member at the general meeting. If there is no quorum,
(a) no business, other than the election of a chairperson and the adjournment or termination of the meeting, shall be conducted at a general meeting at a time when a quorum is not present; and
(b) 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.
3.10 If, within 30 minutes from the time set for holding a general meeting, a quorum of voting members is not present,
(a) in the case of a meeting convened on the requisition of members, the meeting is terminated; and
(b) in any other case, the meeting stands adjourned to the next day, at the same time and place, and if, at the continuation of the adjourned meeting, a quorum is not present within 30 minutes from the time set for holding the continuation of the adjourned meeting, the voting members who are present constitute a quorum for that meeting.
3.11 The chair of a general meeting may, or, if so directed by the voting members at the meeting, must, adjourn the meeting from time to time and from place to place, but no business may be transacted at the continuation of the adjourned meeting other than business left unfinished at the adjourned meeting.
3.12 It is not necessary to give notice of a continuation of an adjourned general meeting or of the business to be transacted at a continuation of an adjourned general meeting except that, when a general meeting is adjourned for 30 days or more, notice of the continuation of the adjourned meeting must be given.
3.13 The order of business at a general meeting is as follows:
(a) elect an individual to chair the meeting, if necessary;
(b) determine that there is a quorum;
(c) approve the agenda;
(d) approve the minutes from the last general meeting;
(e) deal with unfinished business from the last general meeting;
(f) if the meeting is an annual general meeting the following items will be performed:
(i) receive the directors’ report on the financial statements of the Society for the previous financial year, and the auditor’s report, if any, on those statements,
(ii) receive any other reports of directors’ activities and decisions since the previous annual general meeting,
(iii) elect or appoint directors, and
(iv) appoint an auditor, if any;
(g) deal with new business, including any matters about which notice has been given to the members in the notice of meeting;
(h) terminate the meeting.
3.14 At a general meeting, voting must be by a show of hands, an oral vote or another method that adequately discloses the intention of the voting members, except that if, before or after such a vote, 2 or more voting members request a secret ballot or a secret ballot is directed by the chair of the meeting, voting must be by a secret ballot. Voting at general meetings shall be by designated delegates only, each being entitled to one vote. Each member is allowed up to two designated delegates to vote at the general meetings. Voting will be done by only those present at the meeting by show of hands. The following are the limits to pass to adopt the agenda, make changes to the agenda and pass special resolutions:
(ii) adoption of the agenda: a simple 51% majority;
(ii) change to the agenda: 67% majority (after agenda has been adopted);
(iii) special resolution: 67% majority to change constitution or Bylaws.
3.15 The chair of a general meeting must announce the outcome of each vote and that outcome must be recorded in the minutes of the meeting.
3.16 Voting by proxy is not permitted.
3.17 A matter to be decided at a general meeting must be decided by ordinary resolution unless the matter is required by the Act or these Bylaws to be decided by special resolution or by another resolution having a higher voting threshold than the threshold for an ordinary resolution.
3.18 No resolution proposed at a meeting need be seconded and the chairperson of a meeting may move or propose a resolution when,
(a) a resolution is brought forward from the floor. Then, 75% of the voting delegates must approve the resolution for discussion and voting; and
(b) in case of an equality of votes, the chairperson shall not have a casting or second vote in addition to the vote to which he may be entitled as a member and the proposed resolution shall not pass.
Part 4 – Board of Governors and Directors
4.1 There shall be a Board of Governors, consisting of the Principal of each Member. The Board of Governors shall act in an advisory capacity with the chairperson of the Board of Governors being the Principal of the member from which the President of the Society represents.
4.2 There shall be an Executive Board of Directors who shall interpret the constitution and bylaws and may exercise all such powers as authorized by the society’s bylaws.
The powers of the directors shall include the authority to make such rules and regulations as they deem necessary to facilitate the functioning of the society and the promotion of its objectives.
4.3 The Society’s Executive Board must have no fewer than 5 and no more than 15 directors and will be comprised of:
(a) the president, past president, first vice-president, second vice-president, two Administrators’ Association representatives, one Physical Education Department Heads’ representative, one Athletic Directors representative, one classroom representative, and the District Athletics Coordinator shall be the directors of the society; and
(b) the District Athletics Coordinator is an ex officio position of the Executive Board to support and advise the Executive Board. The ex officio position will not have voting privileges; and
(c) to be a director of the society, the person must be a teacher at a member school or an employee of the Vancouver Board of Education; and
(d) no director shall be entitled to vote at a general meeting of the society unless designated by a member of the society as specified herein for the purposes of that meeting.
4.4 At each annual general meeting, the voting members entitled to vote for the election or appointment of directors must elect or appoint the Executive Board:
(a) the president, first vice-president, second vice-president and the classroom representative shall be elected at the annual general meeting and shall hold office for a period of two years;
(b) the Athletic Directors’ representative shall be elected at the Annual General Meeting on an annual basis;
(c) the Physical Education Department representative shall be elected at the Annual General Meeting on an annual basis;
(d) two administrative representatives shall be appointed by the Board of Governors;
(e) the District Athletics Coordinator or another director shall be an appointed secretary-treasurer;
(f) the past president shall automatically be the person who last served as president.
4.5 The Executive Board may, at any time, appoint a member as a director to fill a vacancy that arises on the Executive Board as a result of the resignation, death or incapacity of a director during the director’s term of office.
4.6 A director appointed by the Executive Board to fill a vacancy ceases to be a director at the end of the unexpired portion of the term of office of the individual whose departure from office created the vacancy.
4.7 No director shall be remunerated for being or acting as a director but a director may be reimbursed for all expenses necessarily and reasonably incurred by him while engaged in the affairs of the society.
Part 5 – Executive Board Meetings
5.1 An Executive Board meeting may be called by the president or by any 2 other directors.
5.2 At least 2 days’ notice of an Executive Board meeting must be given unless all the directors agree to a shorter notice period.
5.3 The accidental omission to give notice of an Executive Board meeting to a director, or the non-receipt of a notice by a director, does not invalidate proceedings at the meeting.
5.4 The directors may regulate their meetings and proceedings as they think fit.
5.5 The quorum for the transaction of business at an Executive Board meeting is a majority of the directors.
Part 6 – Executive Board Positions
6.1 Directors must be elected or appointed to the following Executive Board positions, and a director, other than the president, may hold more than one position:
(d) physical education department head rep;
(e) athletic directors rep;
(f) classroom rep;
(g) administrators reps;
6.2 Directors who are elected or appointed to positions on the Executive Board in addition to the positions described in these Bylaws are elected or appointed as directors at large.
6.3 The president is the chair of the Executive Board and is responsible for supervising the other directors in the execution of their duties. The president’s duties are:
(a) be the presiding officer of the society at all meetings of the members and of the directors;
(b) be a member, ex officio, of all committees appointed by the directors or by the society;
(c) be the society’s representative to BC School Sports;
(d) liaise with all members to effectively communicate the on goings of the society;
(e) to endeavour to expand the role of the society in the best interests of its members (e.g., media, etc.); and
(f) be the Chairperson of the Eligibility Appeal Committee.
6.4 The immediate past president shall:
(a) assist the president and vice-president in their duties and shall provide advice and counsel to the directors;
(b) be chairperson of the Constitution Committee;
(c) be chairperson of the Nominations Committee;
(d) be a member of the Eligibility Committee.
6.5 The first vice-president shall:
(a) perform the duties of the president of the society in his or her absence; and
(b) be Chairperson of the Discipline and Protest Committees.
(c) be one of the society’s delegates to the BC School Sports’ A.G.M.
6.6 The second vice-president shall:
(a) perform the duties of the first vice-president in his or her absence; and
(b) be Chairperson of the Eligibility Committee.
6.7 The secretary-treasurer shall:
(a) conduct the correspondence of the society;
(b) issue notices of meetings of the society and Executive Board;
(c) keep minutes of all meetings of the society and Executive Board;
(d) prepare and present reports at general meetings;
(e) have custody of all records and documents of the society except those required to be kept by the treasurer;
(f) have custody of the common seal of the society;
(g) maintain the Register of Members;
(h) keep such financial records, including books of account, as are necessary to comply with the Societies Act; and
(i) render financial statements to the directors, members and others when required.
6.8 In the absence of the secretary from a meeting, the Executive Board must appoint another individual to act as secretary at the meeting.
6.9 The Physical Education Department Heads’ representative shall represent the point of view of the physical education teachers.
6.10 The Athletic Directors’ representative shall represent the point of view of the Athletic Directors.
6.11 The classroom teacher representative shall:
(a) represent the point of view of teachers not involved in the teaching of physical education;
(b) be Chairperson of the Recognition of Coaches’ Committee.
6.12 The administrative representatives shall:
(a) represent the point of view of the Administrators’ Association;
(b) select two committees each on which they are to serve and shall not interchange through the year.
Part 7 – Remuneration of Directors and Signing Authority
7.1 These Bylaws do not permit the Society to pay to a director remuneration for being a director, but the Society may, subject to the Act, pay remuneration to a director for services provided by the director to the Society in another capacity.
7.2 A contract or other record to be signed by the Society must be signed on behalf of the Society by:
(a) the president, together with one other director;
(b) if the president is unable to provide a signature, by the vice-president together with one other director;
(c) if the president and vice-president are both unable to provide signatures, by any 2 other directors; or
(d) in any case, by one or more individuals authorized by the Executive Board to sign the record on behalf of the Society.
PART 8 - BORROWING
8.1 The society shall be empowered to borrow monies and for this purpose to execute and deliver notes, bills of exchange, and to give security upon any of its assets, provided however that such borrowing powers shall be exercised only by a special resolution at an extraordinary general meeting of the association called for this purpose and such special resolution shall limit the amount of the funds to be borrowed and the terms thereof.
PART 9 - DISSOLUTION
9.1 On the winding up or dissolution of the society, the assets of the society shall not be distributed among the members, or any of them, unless such recipient member or members are charitable institutions in existence solely for charitable purposes. After all debts have been paid, the assets remaining shall be paid, transferred and delivered to one or more charitable institutions in existence solely for charitable purposes, which shall be chosen by resolution of the members of the society, or failing such resolution, by resolution of the directors of the society.
These Bylaws shall not be altered or added to except by special resolution by which they must be passed by a 67% majority and in accordance with the provisions of the Societies Act.
Vancouver Secondary Schools' Athletic Association
1580 West Broadway Avenue
Vancouver, British Columbia
V6J 5K8 Canada