Bylaws of the Langara College Association of Retirees (herinafter “LCAR”)
Part 1 – Definitions and Interpretation
1.1 In these Bylaws:
“Act” means the Societies Act of British Columbia as amended from time to time;
“Board” means the Directors of the Society;
“Bylaws” means these Bylaws as altered from time to time.
Definitions in Act apply
1.2 The definitions in the Act apply to these Bylaws.
Conflict with Act or regulations
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
Eligibility for membership
2.1 Retirees from all Langara College employee groups will become eligible to be members of LCAR effective immediately following their retirement date.
Application for membership
2.2 An eligible person may apply for membership in the Society in a manner established by the Board, and the person becomes a member on the Board’s acceptance of the application.
Duties of members
2.3 Every member must uphold the constitution of the Society and must comply with these Bylaws.
Amount of membership dues
2.4 The amount of the annual membership dues, if any, must be determined by the Board.
Member not in good standing
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.
Member not in good standing may not vote
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.
Termination of membership
2.7 A person’s membership in the Society is terminated if the person
(a) is not in good standing for 6 consecutive months, or
(b) is determined by the Board to have seriously misused the LCAR or its resources and should have LCAR membership terminated.
Part 3 – General Meetings of Members
Time and place of general meeting
3.1 A general meeting must be held at the time and place the Board determines. Under special circumstances the Board may determine to hold a general meeting using an online platform designed for such purposes.
Ordinary business at general meeting
3.2 At a general meeting, the following business is ordinary business:
(a) adoption of 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.
Notice of special business
3.3 A notice of a general meeting must state 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.
Chair of general meeting
3.4 The following individual is entitled to preside as the chair of a general meeting:
(a) the individual, if any, appointed by the Board to preside as the chair of the meeting;
(b) if the Board has not appointed an individual to preside as the chair or the individual appointed by the Board is unable to preside as the chair of the meeting,
(i) the Director who normally chairs Board meetings, if there is such a Director
(ii) the Director who normally chairs Board meetings in the absence of the Board’s usual chair, if there is such a Director, or
(iii) one of the other Directors present at the meeting, if both of the Directors identified in (i) and (ii) above are unable to preside as the chair of the meeting.
Alternate chair of general meeting
3.5 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.
3.6 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.
Quorum for general meetings
3.7 The quorum for the transaction of business at a general meeting is 6 voting members.
Lack of quorum at commencement of meeting
3.8 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 same day in the next week, 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.
If quorum ceases to be present
3.9 If, at any time during a general meeting, there ceases to be a quorum of voting members present, business then in progress must be suspended until there is a quorum present or until the meeting is adjourned or terminated.
Adjournments by chair
3.10 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.
Notice of continuation of adjourned general meeting
3.11 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.
Order of business at general meeting
3.12 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,
(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.
Methods of voting
3.13 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.
Announcement of result
3.14 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.
Proxy or other “absentee” voting
3.15 Voting by proxy is not normally permitted. In special circumstances, the Board may determine that because of the nature of a particular issue to be decided, voting may be allowed by proxy or by some other “absentee” method (e.g. by email or by using an online voting process). In such circumstances, the Board will notify members in the notice of the meeting of the ways in which votes will be received on the issue in question.
Matters decided at general meeting by ordinary resolution
3.16 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.
Notice by Email
3.17 Notice by email sent to the email address on record for a member shall constitute “written notice” wherever notice or written notice is required by these Bylaws or by the Act.
Part 4 – Directors
Number of Directors on the Board
4.1 LCAR must have no fewer than 3 and no more than 10 Directors, who must be LCAR members.
Election or appointment of Directors
4.2 At each Annual General Meeting, the voting members must elect or appoint members to serve two-year terms as Directors. .
Board may appoint members as new Directors between Annual General Meetings.
4.3 The Board may, at any time, appoint an LCAR member as a Director provided that the total number of member Directors will not exceed 10. Such an appointment may be made either because of vacancies that may occur through members leaving the Board, or because the Board needs additional input or help or particular expertise. The Board will notify the LCAR membership by email of any Directors appointed between Annual General Meetings.
Term of appointment of Director appointed by the Board
4.4 The term of a Director appointed by the Board, per 4.3 above, expires at the next Annual General Meeting.
Part 5 – Directors’ Meetings (Board Meetings)
Calling Board meeting
5.1 A Board meeting may be called by a Director designated to do so per the Operational Policies and Procedures manual or by any 2 other Directors.
Notice of Board meeting
5.2 At least 2 days’ notice of a Board meeting must be given unless all the Directors agree to a shorter notice period.
Proceedings valid despite omission to give notice
5.3 The accidental omission to give notice of a Board meeting to a Director, or the non-receipt of a notice by a Director, does not invalidate proceedings at the meeting.
Conduct of Board meetings
5.4 The Directors may regulate Board meetings and proceedings as they think fit.
Operational Policies and Procedures
5.5 The Board will maintain an Operational Policies and Procedures manual, which will document decisions made by the Board regarding the manner of operations and the structure of the Board and of LCAR as a whole, and will make this manual available to the LCAR membership for their information. The Board may make changes to this manual by ordinary resolutions of the Board.
Quorum of Directors
5.6 The quorum for the transaction of business at a Board meeting is a majority of the Directors.
Specific Director positions
5.7 The Board may create certain specific positions and appoint or elect Directors to fill those positions. Decisions made regarding the structure of Board positions and the role of Directors selected for these positions will be documented in the Operational Policy and Procedures manual.
Part 6 – Remuneration of Directors and Signing Authority
Remuneration of Directors
6.1 These Bylaws do not permit LCAR to pay to a Director remuneration for being a Director, but LCAR may, subject to the Act, pay remuneration to a Director for services provided by the Director to LCAR in another capacity.
6.2 A contract or other record to be signed by LCAR. must be signed on behalf of LCAR
(a) by at least two Directors, at least one of whom must have been designated by the Board to sign contracts or other records on behalf of LCAR, or
(b) by at least three Directors if no Director has been designated by the Board to sign contracts or other records on behalf of LCAR or if the Director(s) so designated is (are) unable to provide a signature.