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CROWN CORPORATIONS EMPLOYERSÕ ASSOCIATION
BY-LAWS
PART 1 – DEFINITIONS AND INTERPRETATION
1.0 Definitions. In these bylaws, unless the context otherwise requires: a) ÒAssociationÓ means the Crown Corporations EmployersÕ Association. b) ÒCrown Corporations SectorÓ includes every entity that is a public sector employer (and its employees) as required by the Public Sector EmployersÕ Act and its Regulations. c) ÒOrdinary MemberÓ means every entity defined as a public sector employer in Section 1 (b) of the Public Sector EmployersÕ Act, Regulation [BC Reg. 408/93]. d) ÒGovernment MemberÓ means an individual appointed, from time to time, by the Minister of Finance as a government member. e) "Member in good standing" means, for an ordinary member, to provide information as required and comply with requirements for paying fees to the association f) The definitions in the Public Sector EmployersÕ Act and the Society Act, as amended from time to time. g) The Interpretation Act as amended from time to time or any successor legislation applies to the interpretation of these bylaws. h) Minister means the Minister responsible for the Public Sector EmployersÕ Act
Part 2 - MEMBERS
2.0 The members of the Association are: a) the Ordinary Members represented by their chief executive officer or delegated representative; and b) two persons appointed to the Association as Government Members by the Minister. c) The association will maintain a register of members which will be available to all members of the association and will be amended from time to time, but at least annually in preparation for the Annual General Meeting
2.1 GOOD STANDING Subject to 2.3, all entities described in the Public Sector EmployersÕ Act definitions of public sector employer, Section 1 (b) are and must remain members in good standing, unless excluded by Regulation.
2.2 CEASE TO BE A MEMBER An Ordinary Member shall cease to be a member of the Association upon the Ordinary Member ceasing to be a public sector employer in the Crown Corporations Sector, but no public sector employer in the Crown Corporations Sector may be expelled from the Association
2.3 REVOCATION OF APPOINTMENT
2.3.1 Revocation by Ordinary member Each Ordinary Member may at any time revoke the appointment of its representative. The Ordinary Member who has revoked the appointment of its representative under this paragraph must appoint a replacement representative, subject to section 2.0 (a).
2.3.2 Resignation, Termination or Removal Additionally, upon the resignation, termination or removal of the Ordinary MemberÕs appointed representative, that person will immediately cease to be a representative of the Association, and the Ordinary Member will have been deemed to have revoked the appointment.
2.3.3 Revocation by the Minister The Minister may at any time revoke the appointment of a person appointed as a director pursuant to section 6.2. The Minister has the right to appoint a replacement director after a revocation.
Part 3 – FINANCIAL MATTERS 3.0 BUDGET An annual budget shall be prepared by the Chair, or staff [if any], of the Association, which shall be subject to approval of the Members. 3.1 EXPENSES Members shall be responsible for their own travel and out of pocket expenses. Part 4 – MEETINGS OF MEMBERS
4.1 GENERAL MEETINGS General meetings of the Association shall be held at the time and place, in accordance with the Society Act, that the directors decide.
4.1.1 Annual General Meeting 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 previous general meeting.
4.1.2 Special General Meeting Every general meeting, other than an annual general meeting is a special general meeting. 4.2 ATTENDANCE All persons entitled to receive notice of a general meeting shall be entitled to attend the meeting on the following basis:
a) every member shall be entitled to speak and vote at, and otherwise exercise all rights of a voting member at, the meeting; and b) the auditor and the staff (if any) shall be entitled to attend the meeting and to speak at the meeting, as recognized by the chair of the meeting, but shall not be entitled to vote at the meeting.
4.3 AMOUNT OF NOTICE The Association shall give not less than 14 daysÕ written notice of a general meeting to those persons set out in paragraph 4.2
4.4 ENTITLEMENT TO NOTICE Notice of a general meeting shall be given to every member shown on the register of members on the date that notice is given, and to the auditor and the staff (if any) in accordance with Section 8.2. No other person is entitled to receive a notice of a general meeting.
4.5 RULES The Association may, at a general meeting, make rules not inconsistent with these bylaws respecting any matter considered appropriate including, without limitation, any matter referred to in these bylaws and any matter related to any of the purposes of the Association.
Part 5 – PROCEEDINGS AT GENERAL MEETINGS
5.1 SPECIAL BUSINESS Special business is all business transacted at a special general meeting except the adoption of rules of order or such other business which should be transacted at an annual general meeting.
5.2 QUORUM
5.2.1 Quorum Fixed A quorum for a general meeting is such number of persons present as represent 50% of the members entitled to vote at that meeting.
5.2.2 No Quorum No business other than the adjournment or termination of the meeting shall be transacted at any general meeting unless a quorum is present at the commencement of the meeting but the quorum need not be present throughout the meeting.
5.2.3 Failure to Establish Quorum If within 30 minutes from the time appointed for a general meeting a quorum is not present, the meeting shall stand adjourned to the same day in the next week at the same time and place. If at the adjourned meeting a quorum is not present within 30 minutes from the time appointed for the meeting, the persons present who are members shall constitute a quorum.
5.3 CHAIR The Chair of the Association, or in his or her absence, the Vice-Chair of the Association shall preside as chair of every general meeting, and of meetings of the Board of Directors. If at any general meeting the Chair and the Vice-Chair are not present within 15 minutes after the time appointed for holding the meeting or if neither is willing to act as chair, the members present shall choose one of their number to act as chair.
5.4 VOTING
5.4.1 One Vote Each member shall have one vote.
5.4.2 Method Except for telephone meetings, questions submitted to a meeting of members shall generally be decided by a show of hands, unless a specific request for a secret ballot is made by a voting member. A participant in a meeting by telephone or other communications medium shall respond verbally or electronically to questions submitted to the meeting. Voting by proxy shall be permitted.
5.4.3 Casting Vote of Chair The chair of the association shall not cast a vote on questions requiring a vote by the members, unless, in case of an equality of votes upon a resolution, the chair of the association shall cast a deciding vote.
5.4.4 Declaration by Chair The chair shall declare to the meeting the decision on every question in accordance with the result of the show of hands or other voting method set out above, and that decision shall be entered in the minutes of the meeting. A declaration by the chair that the resolution is carried by the necessary majority or lost or not carried by the necessary majority is conclusive evidence of the fact without proof of the number of the votes recorded in favour of or against the resolution.
5.4.5 Resolutions in Writing A resolution consented to in writing by every member entitled to vote thereon shall be as valid as if it had been passed at a duly called and held general meeting of the members.
5.4.6 Proxy The authorized representative of a Government or Ordinary Member shall be entitled to appoint a proxy holder from among the Chair or Vice-Chair of CCEA, or the employees of the Member. A proxy shall be in writing under the hand of the appointer and shall be deposited with the chair of the meeting prior to the start of the meeting.
5.5 AUTHORIZED REPRESENTATIVES Each Ordinary Member, shall appoint its chief executive officer, or delegate to be its authorized representative, who may speak to, vote for and otherwise exercise all the rights that the member, which appointed the authorized representative, has as a member of the Association.
Part 6 – DIRECTORS AND PROCEEDINGS AT BOARD MEETINGS
6.0 GENERAL AUTHORITY Subject to these bylaws, the directors may exercise all the powers and do all the acts and things that the Association is by the Society Act, its constitution, these bylaws or otherwise authorized to exercise and do; and which are not by these bylaws, by statute or otherwise lawfully directed or required to be exercised or done by the Association in a general meeting.
6.1 ELECTION OF BOARD OF DIRECTORS The Members will elect a Board of Directors made up of an equitable representation of the diversity of membership. The Chair will prepare a proposal for such election, subject to the approval of the members, and once approved, the process will remain in place until changed by approval of the members. Proposals for changes may be brought forward by any member for consideration.
6.2 NUMBER The number of directors shall be set out by the Chair, for approval of the members and must include the number of directors appointed by the Minister; the latter shall not exceed two directors.
6.3 ACTS NOT INVALID All acts done by the directors or by the members of a committee constituted by the directors shall, notwithstanding that it is discovered afterwards that there was some defect in the appointment of any person so acting or that he or she was disqualified, be valid.
6.4 TERM OF APPOINTMENT
6.4.1 Ordinary Members Each director elected by the Ordinary Members shall hold this office as determined by the Board of Directors, subject to approval of the Ordinary Members.
6.4.2 Government Members The directors appointed by the Minister shall hold office until their appointment is revoked by the Minister, as set out in paragraph 2.3.3
6.4.3 Revocation of an Ordinary Member Each ordinary member may at any time revoke the appointment of its representative. Upon revocation by an ordinary member, the representative shall cease to be a director. The directors may remove a director by resolution of the directors at any time.
6.5 NO REMUNERATION 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 the director while engaged in the affairs of the Association
6.6 COMMITTEES The board may, from time to time, establish such committees as it sees fit and it shall determine the responsibilities and membership of such committees.
6.7 MEETINGS OF THE BOARD OF DIRECTORS
6.7.1 Convening a Meeting A director may at any time, and the Chair, on the request of a director, shall convene a directorÕs meeting. The board shall meet as often as required, but no less than twice in each fiscal year.
6.7.2 Telephone Meetings All or any director may participate in a directorÕs meeting or in a meeting of a committee of directors by telephone or other communications medium if all participants at the meeting are able to hear each other.
6.7.3 Amount of Notice Notice of each directorsÕ meeting and each meeting of a committee of directors shall be given to all directors and to the Chair at least seven days before the meeting or such lesser time as may be reasonable under the circumstances in accordance with Section 8.2.
6.8 PROCEEDINGS OF DIRECTORS
6.8.1 Quorum The directors may from time to time fix the quorum necessary to transact business at a directorsÕ meeting, and unless so fixed, a quorum shall be a majority of the directors then in office.
6.8.2 No Quorum No business other than the adjournment or termination of the meeting shall be transacted at any directorsÕ meeting unless a quorum is present at the commencement of the meeting but the quorum need not be present throughout the meeting.
6.8.3 Failure to Establish Quorum If within 30 minutes from the time appointed for a directorsÕ meeting a quorum is not present, the meeting, unless terminated, shall stand adjourned to the same day in the next week at the same time and place. If at the adjourned meeting a quorum is not present within 30 minutes from the time appointed for the meeting, the directors present shall constitute a quorum.
6.8.4 Chair The Chair of the Association, or in his or her absence, the Vice-Chair of the Association, shall be chair of all directorsÕ meetings. If, at any directorsÕ meeting the Chair and the Vice-Chair are not present within 15 minutes after the time appointed for holding the meeting or if neither is willing to act as chair, then the directors present shall choose one of their number to be chair at that meeting
6.9 Committee Meetings Each committee shall elect a chair of its meetings, but if no chair is elected, or if at a meeting the chair is not present within 15 minutes after the time appointed for holding the meeting, the directors present who are members of the committee shall choose one of their numbers to be chair of the meeting.
6.10 VOTING
6.10.1 Method Except for telephone meetings, questions submitted to a directorsÕ meeting, or to a meeting of a committee of directors, shall generally be decided on a show of hands, unless a specific request for a secret ballot is made by a voting member. A participant in a meeting by telephone or other communications medium shall respond verbally to questions submitted to the meeting. Voting by proxy shall be permitted.
6.10.2 Majority Decisions Questions arising at a directorsÕ meeting and at a meeting of a committee of directors shall be decided by a majority of votes. In case of an equality of votes upon a resolution, the chair shall not have a casting or second vote in addition to the vote to which the chair may be entitled as a director.
6.10.3 No Seconder Required No resolution proposed at a directorsÕmeeting, nor at a meeting of a committee of directors need be seconded, and the chair of a meeting may propose a resolution.
6.10.4 Declaration by Chair The chair shall declare to the meeting the decision on every question in accordance with the vote of the directors and that decision shall be entered into the minutes of the directorsÕ meeting.
6.11 RESOLUTIONS IN WRITING A resolution consented to in writing by every director or every member of any committee constituted by the directors shall be as valid as if it had been passed at a duly called and held meeting of the directors or of that committee, as the case may be. The resolution may be in counterparts, each consented to in writing by one director or more than one director or one member or more than one member of the committee, as the case may be, which together shall be deemed to constitute one resolution.
6.12 INDEMNIFICATION OF DIRECTORS
6.12.1 Insurance The Association may purchase and maintain insurance for the benefit of a director against personal liability incurred by him or her as a director.
6.12.2 Indemnification The Association may, with the approval of the Supreme Court of British Columbia, indemnify a director or former director of the Association and his or her heirs and personal representatives against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, actually and reasonably incurred by him or her, in a civil, criminal or administrative action or proceeding to which he or she is made a party by reason of being or having been a director, including an action brought by the Association, if: a) he or she acted honestly and in good faith with a view to the best interests of the Association; and b) in the case of a criminal or administrative action or proceeding he or she had reasonable grounds for believing his or her conduct was lawful.
6.12.3 Court Order The Court may, on application of the Association, a director or a former director of the Association, make an order approving an indemnity under paragraph 6.12.2, and the Court may make any further order it considers appropriate.
Part 7 – OFFICERS
7.1 POSITIONS
7.1.1 The Association shall have as officers a Chair, and a Vice-Chair and any other officers so determined by the Board of Directors. The Chair shall serve for one year or until his or her successor is elected as provided herein.
7.1.2 Other officers will serve for a period of time to be established by the Board.
7.2 Staff The Association may retain such staff as the Association deems appropriate, and may determine their duties, conditions of employment and remuneration.
7.3 Election
7.3.1 The Chair of the Association shall be elected by the chief executive officers of the Ordinary Members, from among themselves. The Chair shall hold office from the date of election until the election of a successor.
7.3.2 The Board of Directors, once elected, will meet within 14 business days of their election to appoint officers of the Association, subject to 7.3.1, from among the Ordinary Members elected to the Board.
7.4 Authority and Functions of the Chair The Chair shall have authority to represent the Association and act in its name in accordance with these bylaws and the rules of the Association. Without limiting the generality of the foregoing, the Chair shall be the representative of the Association on the Public Sector EmployersÕ Council.
7.5 Records The Chair, or staff [if any], shall be responsible for the preparation, custody and maintenance of records, including minutes of meetings and financial statements, as set forth in the Society Act.
7.6 Authority and Function of the Vice-Chair The Vice-Chair shall carry out the duties of the Chair during the ChairÕs absence.
7.7 Ceasing to be an Officer An officer shall cease to be an officer if he or she resigns his or her office by delivering a notice in writing to the Association; or if removed by resolution of the directors at any time.
Part 8 – MISCELLANEOUS
8.1 AUDITOR At each annual general meeting, the Association shall appoint an auditor to hold office until the auditor is re-appointed or the auditorÕs successor is appointed at the next annual general meeting. The auditor may be removed by ordinary resolution.
8.2 NOTICES
8.2.1 Method for Giving Notice A notice required or permitted to be given under these bylaws shall be in writing and shall be given by personal service, facsimile, electronic mail transmission or letter, with postage fully prepaid, addressed to the member, director, or officer, at his or her place of business.
8.2.2 Number of Days Notice shall be deemed to be given at the date and time it is sent. If a number of daysÕ notice is required to be given, the day of service and the day of the meeting, act or event shall not be counted in the number of days required.
8.2.3 Contents of Notice Notice of a general meeting, a directorsÕ meeting or of a meeting of a committee of directors shall specify the time and place of the meeting and, if possible, the general nature of any business that is to be transacted at that meeting.
8.2.4 Omission to Give Notice The accidental omission to give notice of a meeting to, any irregularity in notice, or the non-receipt of notice by any of the persons entitled to receive notice does not invalidate proceedings at that meeting.
8.2.5 Waiver Members, directors and members of a committee of directors (as the case may be) may waive or reduce the requirement of notice convening any meeting by unanimous consent in writing and may do so before, during or after the meeting. Attendance at a meeting shall be deemed to be waiver of notice convening that meeting.
8.3 BORROWING Neither the Association, nor any of its officers or employees on behalf of the Association, may borrow money.
8.4 BY-LAWS
8.4.1 Copy Each member is entitled to and the Association shall give the member, without charge, a copy of the constitution and bylaws of the Association.
8.4.2 Amendments These bylaws shall not be altered or added to except by special resolution, and no alteration or addition shall be effective until approved by the Minister.
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