Change to the Constitution
Resolution
Be it resolved that, in order to be in compliance with the new Societies Act, the FSA approves the addition to its Constitution of a statement that the FSA is a “member funded society”. Be it further resolved to hold the filing of this resolution until the Societies Act implementation date of November 28, 2016. (Requires ¾ vote)
Full text of change
Full text of addition:
3. This society is a member funded society. It is funded primarily by its members to carry on activities for the benefit of its members. On its liquidation or dissolution, this society may distribute its money and other property to its members.
Full Annotated Changes – FSA Constitution (PDF)
Changes to the Bylaws
Resolution 1
Be it resolved that, in order to be in compliance with the new Societies Act and its provisions regarding access to Society documents, the FSA approves as presented the following changes:
- the addition of 1.1(k) and 1.1(l) to add definitions for “open” and “closed” director’s minutes;
- the renumbering of subsequent lettered sections under 1.1;
- the changes to 10.3(a), 10.3(b), and 10.3(c) to specify who is permitted to access the newly named “closed directors’ minutes”.
Be it further resolved to hold the filing of this resolution until the Societies Act implementation date of November 28, 2016. (Requires ¾ vote)”
Full text of changes
Full text of additions to 1.1:
k) “open directors’ minutes” means those portions of the minutes of a Board of Directors meeting that are open to member inspection,
l) “closed directors’ minutes” means those portions of the minutes of a Board of Directors meeting that are only open to director inspection,
Full text of subsequent renumbering changes under 1.1:
km) “registered address” means a member’s address as recorded in the register of members, and includes the member’s home address, telephone and facsimile numbers, and e-mail address,
ln) “written” means any mode of representing or reproducing words in written form, including printing, lithography, typewriting, photography, e-mail, fax, and other electronic means,
mo) “constitution”, “bylaws”, “special resolution”, and “ordinary resolution” have the meaning given to them in the Act, and
np) the singular includes the plural and vice versa.
Full text of changes under 10.3:
a) financial statements and members’ minutesdocuments of the Association except for accounting records and closed directors’ minutes may be inspected by a member, on reasonable notice,
b) other documents of the Association, including itsthe Association’s accounting records may be inspected by a member on reasonable notice, subject to any resolution of the Board, and
c) documents of the Association, including its accounting records and closed directors’ minutes, must be open to the inspection of a director, subject only to laws requiring otherwise.
Resolution 2
“Be it resolved to approve as presented the following changes regarding the role of FSA Treasurer:
- the addition of 6.2.1(c) to add the Treasurer to the list of directors and officers that are elected directly by the membership,
- the subsequent renumbering under 6.2.1,
- the change in number of directors in 6.2.1(e) and 6.2.4(b) made necessary by the addition of 6.2.1(c), and
- the change to 9.1.1 to remove the Treasurer from the list of officers elected by the Board.
Be it further resolved to hold the filing of this resolution until the Societies Act implementation date of November 28, 2016. (Requires ¾ vote)”
Full text of changes
Full text of changes under 6.2.1:
6.2 1) There must be ten directors, including:
a) the President,
b) the Vice-President,
c) the Treasurer,
dc) two Directors, Associate Member, who are Associate Members, and
ed) six five directors at large.
Full text of change to 6.2.4(b):
b) the Treasurer, seven five directors at large and the two directors elected pursuant to bylaw 6.2 (1)(c) must be elected in years not evenly divisible by two, and
Full text of change to 9.1.1:
9.1 1) The Board must at its first meeting following the start of term of office of a new Board elect a Secretary and a Treasurer. The President and Vice-President are not eligible to be Secretary or Treasurer.
Resolution 3
“Be it resolved to approve as presented the following changes and clarifications regarding the eligibility and terms of office of Directors:
- the addition of the phrase “or on a PTS Administration contract” to 2.2.2 to include as Associate Members those auxiliary employees whose contracts are for the performance of PTS Administration;
- the addition of the substitution of “Regular Member” for “member” in 2.7 to make membership extensions apply only to Regular Members as Directors, Associate Members will be governed differently;
- the addition of a new 2.2.8 to indicate that for Directors, Associate Members, membership is extended either to the end of their term of office, or until they cease to be Directors, Associate Members, whichever is sooner;
- the subsequent renumbering of 2.9;
- the addition of the phrase “At the close of nominations” to 6.2.7 to indicate when the eligibility is being calculated;
- the addition of a new 6.2.7(b) to indicate that for Directors, Associate Members, eligibility for nomination does not depend on current membership in the Association – as this would prohibit those persons who are between contracts at the time of nomination from being nominated – but instead is based on recent employment and a reasonable expectation of future employment;
- the subsequent renumbering under 6.2.7;
- the change in 6.2.7(e) so that rather than referring to the Business Corporations Act the bylaws instead refer to the identical requirements now added to the Societies Act; and
- the addition of the phrase “at the end of the term of office during which they cease to be (an Associate Member in good standing)” to 6.3(c).
Be it further resolved to hold the filing of this resolution until the Societies Act implementation date of November 28, 2016. (Requires ¾ vote)”
Full text of changes
Full text of change to 2.2.2:
2.2 2) An Associate Member is a person who is employed as an Instructor, or Laboratory Assistant, or on a PTS Administration contract, within the Auxiliary Employee category as defined under the Collective Agreement and who is not eligible to be a Regular Member.
Full text of change to 2.7-2.9:
2.7 Where the membership of a Regular Mmember who is elected to the Board would otherwise be temporarily terminated under 2.6(a) and there is a reasonable expectation that the membership will resume within 6 months, the membership shall be extended for a period of up to 6 months.
2.8 Where the membership of a Director, Associate Member would otherwise be terminated under 2.6 a), the membership shall be extended until either the end of their current term as Director, Associate Members, or until they cease to be a director under 6.3.
2.89 A member becomes a member not in good standing on not paying a debt due and owing to the Association.
Full text of change to 6.2.7:
6.2 7) At the close of nominations, a candidate for election as a director must:
a) be a Regular Member in good standing, or
b) in the case of a candidate nominated pursuant to bylaw 6.2 (1)(c), be a current Associate Member in good standing or a former Associate Member who has had an employment contract with BCIT within the previous 12 months and who has a reasonable expectation that their membership will resume within 9 months,
bc) be nominated in writing by a Regular or Associate Member,
cd) consent to the nomination, and
de) not be disqualified from being a director of a company society under sections 43 and 44 124 of the Business Corporations Act.
Full text of change to 6.3(c):
6.3 c) ceasing to be a Regular Member in good standing, or in the case of a director elected pursuant to bylaw 6.2 (1)(c), at the end of the term of office during which they cease to be an Associate Member in good standing,
Resolution 4
“Be it resolved to approve as presented the housekeeping changes in 1.1(c) , 2.4, 4.1.1(b), 6.2.2, 6.2.4(c), 6.2.8(a), 8.1.2, 9.4(c), 12.7, and the consistent implementation of the serial (“Oxford”) comma throughout the Constitution and Bylaws documents. Be it further resolved to hold the filing of this resolution until the Societies Act implementation date of November 28, 2016. (Requires ¾ vote)”
Full text of changes
“1.1 c) “Act” means the Societiesy Act , R.S.B.C. 1996, c. 433, as amended from time to time,”
“2.4 A member must promptly and in writing notify the Association of any change in the member’s name, address, e-mail address, and facsimile or telephone number..”
“4.1 1) b) include any special resolution to be proposed at the meeting, and”
“6.2 2) In the event that a Director, Associate Member is not elected the position may be filled by a Regular Mmember.”
”6.2 4) c) Directors will normally be elected for a two–year term of office.”
“6.2 8) a) in the case of an election of the President and Vice-President., each Member has one vote for each of those offices,”
“8.1 2) The requirements of this bylaw are in addition to, and not in derogation of, an enactment or rule of law or equity relating to the duties or liabilities of directors of an Association.”
“9.4 c) have custody of all records and documents of the Association except those which must be kept by the Ttreasurer,”
“12.7 The Board must fill all vacancies arising in the office of auditor between AGMs.””
Full Annotated Changes – FSA Bylaws (PDF)