Click here to download PDF file.

VEPVPA Constitution & Bylaws

1. The name of the Society is "Vancouver Elementary Principals' & Vice Principals' Association".

2. The purposes of the Society are :

(a) to promote the professional development of its members;

(b) to promote and protect the economic welfare of its members;

(c) to act as an advocate for the concerns of its members;

(d) to promote social contact among its members, but not to own, operate and manage a social club.

(e) to act as an advocate for children

3. The Society shall be carried on without any purpose of gain for its members. Any profit or other accretions of the Society shall be used only for promoting the purposes of the Society, and the provisions of this paragraph 3 are unalterable.

Bylaws

Part 1 - Interpretation

1.01 In these Bylaws unless the context otherwise requires,

(a) "directors" means the directors of the society for the time being;

(b) "Society Act" means the Society Act of the Province of British Columbia from time to time in force and all amendments to it;

(c) "registered address" of a member means his address as recorded in the register of members;

(d) "school administrator" means an administrative officer as defined in the School Act 1989, and such other positions as are designated equivalent by the directors of the Society.

1.02 The definitions of the Society Act on the date these bylaws become effective apply to these bylaws.

1.03 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

2.01 The members of the Society are:

(a) those elementary school administrators employed by the Vancouver School Board who are assigned to an elementary school based administrative position or who have accepted a non-school based assignment while retaining their status as an elementary school administrator under their elementary school based contract, who have applied to and been accepted by the directors for membership in the Society, and have not ceased to be members (which members are hereinafter called "members") and;

(b) those employees of the Vancouver School Board on unpaid extended leave of absence from their position as an elementary school administrator who have applied to and been accepted by the directors for associate membership, and have not ceased to be associate members (hereinafter called "associate members").

2.02 Every member shall uphold the constitution and comply with these bylaws.

2.03 The amount of the first annual membership dues shall be determined by the directors and after that the annual membership dues shall be determined at the annual general meeting of the society; and annual membership dues may also be determined for non-voting membership in the society for members of the society on extended leave; and annual membership dues may include an amount required for membership in any body of similar purpose with which the directors have determined the society be affiliated.

2.04 A person shall cease to be a member of the society :

(a) by delivering his resignation in writing to the secretary of the society or by mailing or delivering it to the address of the society;

(b) on his death or in the case of a corporation on dissolution;

(c) on being expelled;

(d) on having been a member not in good standing for 3 consecutive months; or

(e) on his ceasing to be a School Administrator in the Vancouver School District or as the case may be, on his ceasing to satisfy the criteria by which the directors of the Society approved his associate membership in the Society in the first instance pursuant to clause 2.01(b) hereof.

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

(b) The notice of special resolution for expulsion shall be accompanied by a brief statement of the reason or reasons for the proposed expulsion.

(c) The person who is the subject of the proposed resolution for expulsion shall be given an opportunity to be heard at the general meeting before the special resolution is put to a vote.

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

Part 3 - Meeting Of Members

3.01 General meetings of the society shall be held at the time and place, in accordance with the Society Act, that the directors decide.

3.02 Every general meeting, other than an annual general meeting, is an extraordinary general meeting.

3.03 The directors may, whey they think fit, convene an extraordinary general meeting.

3.04 (a) Notice of a general meeting shall specify the place, day and hour of meeting, and, in case of special business, the general nature of that business.

(b) 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.

3.05 The first annual general meeting of the society shall be held not more than 15 months after the date of incorporation and after that an annual general meeting shall 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.

3.06 Roberts Simplified Rules of Order shall govern the proceedings at all meetings of the society.

Part 4 - Proceedings At General Meetings

4.01 Special business is:

(a) all business at an extraordinary general meeting except the adoption of rules of order: and

(b) all business transacted at an annual general meeting, except

(i) the adoption of rules of order;

(ii) the consideration of the financial statements;

(iii) the report of the directors;

(iv) the report of the auditor, if any;

(v) the election of directors;

(vi) the appointment of the auditor, if required, and

(vii) the other business that, under these bylaws, ought to be transacted at an annual general meeting, or business which is brought under consideration by the report of the directors issued with the notice convening the meeting.

4.02 (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.

(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.

(c) A quorum is twenty-five (25) members who are entitled to vote pursuant to clause 4.08(a) hereof, or a greater number that the members may determine at a general meeting

4.03 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, shall be terminated; but in any other case, it shall 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.

4.04 Subject to bylaw 4.05, the president of the society, the vice president or in the absence of both, one of the other directors present, shall preside as chairperson of a general meeting.

4.05 If at a general meeting

(a) there is no president, vice president or other director present within 15 minutes after the time appointed for holding the meeting; or

(b) the president and all the other directors present are unwilling to act as chairperson, the members shall choose one of their number to be chairperson.

4.06 (a) A general meeting may be adjourned from time to time and from place to place, but no business shall be transacted at an adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

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

(c) except as provided by this bylaw, it is not necessary to give notice of an adjournment or of the business to be transacted at an adjourned general meeting.

4.07 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.

4.08 (a) A member in good standing present at a meeting of members is entitled to one vote; and an associate member shall not be entitled to vote.

(b) Voting is by show of hands unless a ballot shall be demanded by one-third of the members present and eligible to vote.

(c) Voting by proxy is not permitted.

Part 5 - Directors And Officers

5.01 (a) The directors may exercise all the powers and do all the acts and things that the society may exercise and do, and which are not by these bylaws or by the statute or otherwise lawfully directed or required to be exercise or done by the society in general meeting, but subject, nevertheless, to

(i) all laws affecting the society;

(ii) these bylaws; and

(iii) rules, not being inconsistent with these bylaws, which are made from time to time by the society in general meeting.

(b) No rule, made by the society in general meeting, invalidates a prior act of the directors that would have been valid if that rule had not been made.

5.02 The president, first vice president, second vice president, secretary, treasurer, agreements committee chairperson and professional development committee chairperson, together with the past president, and four other persons, making together twelve directors, or a greater or lesser number as may be determined from time to time at a general meeting, shall be the directors of the society.

5.03 (a) The directors shall retire from office on June 30 each year, and their successors elected at each annual general meeting shall take office effective as of and from July 1 of each year; provided that the office of past president, being a director of the society shall not be elected but shall be filled automatically by the person holding that position.

(b) Separate elections shall be held for each office to be filled, except that of past president which shall automatically be filled by the person holding that position.

(c) An election may be by acclamation, otherwise it shall be by ballot.

(d) If no successor is elected the person previously elected or appointed continues to hold office.

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

(b) A director so appointed holds office only until the next June 30th following his appointment, but is eligible for re-election at annual general meeting.

5.05 (a) If a director resigns his office or otherwise ceases to hold office, the remaining directors shall appoint a member to take the place of the former director.

(b) No act or proceeding of the directors is invalid only by reason of there being less than the prescribed number of directors in office.

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

5.07 No director shall be remunerated for being or acting as a director but a director shall be reimbursed for all expenses necessarily and reasonably incurred by him while engaged in the affairs of the society.

Part 6 - Proceedings Of Directors

6.01 (a) The directors may meet together at the places they think fit to dispatch business, adjourn and otherwise regulate their meetings and proceedings, as they see fit.

(b) The directors may from time to time fix the quorum necessary to transact business, and unless so fixed the quorum shall be a majority of the directors then in office.

(c) The president shall be chairperson 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 first vice president shall act as chairperson; but if neither is present 30 minutes after the time appointed for holding the meeting, the second vice president shall act as chairperson, but if he is not present the directors present may choose one of their number to be chairperson at that meeting.

(d) The provisions of 6.01(c) notwithstanding, the president, although present, may designate the first vice president as chairperson of a meeting of the directors.

(e) The president may at any time and, on the request of a majority of the other directors, convene a meeting of the directors.

6.02 (a) The directors may delegate any, but not all, of their powers to committees consisting of the director or directors and/or members as they think fit.

(b) A committee so formed in the exercise of the powers so delegated shall conform to any rules imposed on it by the directors, and shall report every act or thing done in exercise of those powers to the earliest meeting of the directors to be held next after it has been done.

6.03 A committee shall elect a chairperson of its meetings, but if no chairperson is elected, or if at a meeting the chairperson is not present within 30 minutes after the time appointed for holding the meeting, the committee members present shall choose one of their number to be chairperson of the meeting.

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

6.05 (a) Questions arising at a meeting of the directors and committee of directors shall be decided by a majority of votes.

(b) In case of an equality of votes the chairperson does not have a second or casting vote, and the proposition is lost.

6.06 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

7.01 (a) The president, if present, shall preside at all meetings of the society and of the directors, provided that the president, although present, may designate the first vice president as chairperson of any meeting of the society or of the directors.

(b) The president is the chief executive officer of the society and shall supervise the other officers in the execution of their duties.

(c) The president shall be member ex-officio of all committees.

7.02 The first vice president shall carry out the duties of the president during his absence and shall perform such duties and shall exercise such power as may be delegated to the first vice president from time to time by the directors.

7.03 The secretary shall

(a) conduct the correspondence of the society;

(b) issue notices of meetings of the society and directors;

(d) keep minutes of all meetings of the society and directors, and distribute minutes of all meetings of the society to members, and of all meetings of the directors of the society to directors;

(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) perform such other duties and exercise such other powers as may be delegated to the secretary from time to time by the directors.

7.04 The treasurer shall

(a) keep the financial records, including books of account, necessary to comply with the Society Act;

(b) render financial statements to the directors, members of others when required; and

(c) perform such other duties and exercise such powers as may be delegated to the treasurer from time to time by the directors.

7.05 In the absence of the secretary from a meeting, the directors shall appoint another person to act as secretary at the meeting.

Part 8 - Seal

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

8.02 The common seal shall be affixed only when authorized by a resolution of the directors and then only in the presence of the persons prescribed in the resolution, or if no persons are prescribed, in the presence of the president and secretary or president and treasurer.

8.03 Bills of exchange, promissory notes, cheques or other negotiable instruments to be drawn or endorsed by the society shall be sufficiently signed on behalf of the society when signed by any two of the president, the first vice president, the second vice president or the treasurer.

Part 9 - Borrowing

9.01 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 the foregoing, by the issue of debentures.

9.02 No debenture shall be issued without the sanction of a special resolution.

9.03 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 - Auditor

10.01 this part applies only where the society is required or has resolved to have an auditor.

10.02 The first auditor shall be appointed by the directors who shall also fill all vacancies occurring in the office of auditor.

10.03 At each annual general meeting the society shall appoint an auditor to hold office until he is re-elected or his successor is elected at the next annual general meeting.

10.04 An auditor may be removed by ordinary resolution.

10.05 An auditor shall be promptly informed in writing or appointment or removal.

10.06 No director and no employee of the society shall be auditor.

10.07 the auditor may attend general meetings.

Part 11 - Notices To Members

11.01 A notice may be given to a member, either personally or by mail to him at the address of the school within the Vancouver School District where such member is employed.

11.02 A notice sent by mail shall be deemed to have been given on the second day following that 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.

11.03 (1) Notice of a general meeting shall be open to:

(a) every member entitled to vote pursuant to clause 4.08(a) hereof shown on the register of members on the day notice is given; and

(b) the auditor, if Part 10 applies.

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

Part 12 - Bylaws

12.01 On being admitted to membership, each member is entitled to and the society shall give him, without charge, a copy of the constitution and bylaws of the society.

12.02 These bylaws shall not be altered or added to except by special resolution.