BYLAWS OF THE SIMON FRASER UNIVERSITY ADMINISTRATIVE AND PROFESSIONAL STAFF ASSOCIATION
1.1. In the constitution and these bylaws:
a) “Act” means the Society Act, R.S.B.C. 1996, c. 433, as amended,
b) “Administrative or Professional Employee” means a person who is employed by the University as such under the University’s Policy AD-10 Policies and the Basic Agreement, and any successor documents to them,
c) “AGM” means annual general meeting,
d) “Area” or “Areas” means each campus of Simon Fraser University, specifically Vancouver, Burnaby and Surrey;
e) “Association” means Simon Fraser University Administrative and Professional Staff Association,
f) “Basic Agreement” means the Basic Agreement for Collective Bargaining and Consultation between the Association and the University of 1991, as amended, and any successor document to it,
g) “Board” or “Board of Directors” means the directors of the Association for the time being, acting as a body,
h) “Board Resolution” means:
- a resolution passed at a duly constituted meeting of the Board by a simple majority of the votes cast by those Directors who are present at such meeting, either in person or by teleconference or other communication medium; or
- a resolution that has been submitted to all Directors and consented to in writing by 75% of the Directors who would have been entitled to vote on the resolution at a meeting of the Board,
i) “Director” means a director of the Association,
j) “Member” means a member of the Association,
k) “Ordinary Resolution” means
- a resolution passed at a general meeting of the Members by a simple majority of the votes cast in person, or
- a resolution that has been submitted to the Members and consented to in writing by 75% of the Members who would have been entitled to vote on the resolution in person at a general meeting of the Association, and a resolution so consented to is deemed to be an Ordinary Resolution passed at a general meeting of the Association,
l) “Registered Address” means a Member’s address as recorded in the Register of Members, and includes the Member’s home address, telephone numbers, and e-mail address,
m) “Special Resolution” means
- a resolution passed at a general meeting by a majority of not less than 75% of the votes of those Members who, being entitled to do so, vote in person,
- of which the notice that the bylaws provide, and not being less than 14 days’ notice, specifying the intention to proposed the resolution as a Special Resolution has been given, or
- if every Member entitled to attend and vote at the meeting agrees, at a meeting of which less than 14 days’ notice has been given, or
- a resolution that has been submitted to the Members and consented to in writing by every Member who would have been entitled to vote on the resolution in person at a general meeting of the Association, and a resolution so consented to is deemed to be a Special Resolution passed at a general meeting of the Association.
n) “University” means Simon Fraser University,
o) ”written” means any mode of representing or reproducing words in written form, including printing, lithography, typewriting, photography, e-mail, and fax,
p) “constitution” and “bylaws”, have the meaning given to them in the Act,
q) the singular includes the plural and vice versa, and
r) persons include individuals, corporations, associations, and other organizations, whether incorporated or not.
1.2 The definitions in the Act on the date these bylaws become effective apply to these bylaws.
1.3 Each Member is entitled to and the Association must on request give the Member a copy of the constitution and bylaws, without charge.
1.4 The constitution and bylaws can only be amended by special resolution.
PART 2 – MEMBERSHIP
2.1 The Members of the Association are the applicants for incorporation and those persons who subsequently become Members in accordance with these bylaws and who, in either case, have not ceased to be Members.
- A Member is a person who is an Administrative or Professional Employee, and who is represented by the Association with respect to matters relating to terms and conditions of employment, including salary and benefits.
- A Member in good standing has the right to notice of, to attend, to speak at, and to vote at a general meeting, and to be a Director.
- Subject to the constitution and bylaws and the Basic Agreement, the Board must determine the rights and responsibilities of Members, and what services are provided to Members.
2.3 An application for membership and for renewal of membership must:
- be written and in a form approved by the Board,
- include the full name, home address, e-mail address, and telephone number of the applicant,
- consent to the information set out in this bylaw being given by the University to the Association, and
- consent to the payment of the membership dues of the Association; and
- provide such other information as the Board may reasonably require.
- A person may apply for membership, and becomes a Member on complying with the bylaws 2.2 and 2.3.
- The Board must accept an application to be Member from a person who is an Administrative or Professional Employee.
- The amount of membership dues must be determined by Ordinary Resolution at a general meeting.
- Membership dues may be:
- in the case of a new Member, pro-rated,
- paid in periodic installments, and
- paid to the Association by the University on behalf of a Member.
- Membership is not transferable.
- A Member continues to be a Member for so long as that person continues to be an Administrative or Professional Employee, and such membership need not be renewed annually.
- A Member must promptly and in writing notify the Association of any change in the Member’s name, address or e-mail address.
2.6 Every Member and Director must comply with:
- the Act,
- the constitution and bylaws,
- all policies and regulations created by the Board, and
- any rules of order governing the conduct of General Meetings and of meetings of the Board.
2.7 A person ceases to be a Member on:
- resigning in writing,
- on ceasing to be an Administrative or Professional Employee,
- being expelled under bylaw 2.9, or
- having been a member not in good standing for thirty days.
2.8 A Member becomes a Member not in good standing on not paying a debt due and owing to the Association.
- A Member may be expelled by special resolution.
- The Member who is the subject of a proposed resolution for expulsion must be given an opportunity to speak to the resolution before it is voted on.
- The Member who is the subject of a proposed resolution for expulsion must be given an opportunity to speak to the resolution before it is voted on.
1) A Member may be suspended by resolution of the Board, provided that:
- at least 2/3 of the Directors then in office are in favour of the resolution,
- the suspension is for a substantive failure to comply with the constitution or bylaws, or for conduct prejudicial to the Association, notice of which in either case has been given to the Member,
- notice of the resolution is accompanied by a brief statement of the reason or reasons for the proposed suspension, and
- the Member is given reasonable notice of the resolution, and an opportunity to be heard at the meeting before the resolution is voted on.
2) A suspension under this bylaw ends not later than the adjournment of the next following General Meeting, and cannot be renewed.
PART 3 - MEETINGS OF MEMBERS
1) General meetings must be held at the time and place, in accordance with the Act and these bylaws, that the Board decides.
2) An AGM must be held once in every calendar year, and not more than 15 months after the last preceding AGM.
3) Every general meeting, other than an AGM, is a special general meeting.
1) The Board may, when it thinks fit, convene a special general meeting.
2) The Board, on the requisition of 10% or more of the Members, must convene a special general meeting without delay.
3) The requisition may consist of several documents in similar form each signed by one or more requisitionists and must:
- state the purpose of the special general meeting,
- be signed by the requisitionists, and
- be delivered or sent by registered mail to the address of the Association.
4) If, within 21 days after the date of the delivery of the requisition, the Board does not convene a special general meeting, the requisitionists, or a majority of them, may themselves convene a special general meeting to be held within four months after the date of delivery of the requisition.
5) A special general meeting convened by the requisitionists must be convened in the same manner, as nearly as possible, as general meetings are convened by the Board.
PART 4 - NOTICE TO MEMBERS
1) Notice of a general meeting must:
- specify the place, day and hour of meeting, and, in case of special business, the general nature of that business,
- include any special resolution to be proposed at the meeting, and
- be given to all Members not less than 14 days before the meeting.
2) The accidental omission to give notice of a general meeting to, or the non-receipt of notice by, any of the members entitled to receive notice does not invalidate proceedings at that meeting.
1) Notice of a general meeting must be given to:
- every Member shown on the Register of Members on the day notice is given, and
- the auditor.
2) No other person is entitled to receive a notice of general meeting.
1.3 A notice may be given to a Member either personally, by mail, or by e-mail to the Member at the Member’s address or e-mail address, as shown in the register of members.
PART 5 - PROCEEDINGS AT GENERAL MEETINGS
5.1 Special Business is:
- all business at a special general meeting except the adoption of rules of order, and
- all business at an AGM, except:
- adoption of rules of order,
- minutes from the last preceding AGM,
- the report of the Board,
- consideration of the financial statements, and the auditor’s report on them (if any),
- appointment of the auditor (if any),
- election of Directors,
- resolutions, if any, and
- the other business that, under these bylaws, ought to be transacted at an AGM, or business which is brought under consideration by the report of the Board issued with the notice convening the meeting.
1) Quorum at a general meeting is 30 Members present at all times.
2) No business, other than the election of a chair and the adjournment or termination of the meeting, can be conducted at a general meeting at a time when a quorum is not present.
3) If during a general meeting a quorum ceases to be present, business then in progress must be suspended until there is a quorum present or until the meeting is adjourned or terminated.
5.3 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, must be terminated. In any other case, the meeting stands adjourned to the same day in the next week at the same time and place. If at such an adjourned meeting a quorum is not present within 30 minutes from the time appointed for the meeting, the Members present constitute a quorum. Notice of a meeting adjourned under this bylaw need not be given to Members not present.
1) A general meeting may be adjourned from time to time and from place to place, but no business may be transacted at an adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.
2) When a general meeting is adjourned for fourteen days or more, notice of the adjourned meeting must be given as for the original meeting.
3) Except as provided in this bylaw, it is not necessary to give notice of an adjournment or of the business to be transacted at an adjourned general meeting.
1) The President must chair each general meeting.
2) If the President is absent, unwilling, or unable to chair a general meeting, the Vice-President must chair that meeting.
3) If both the President and the Vice-President are absent, unwilling, or unable to chair a general meeting within 15 minutes after the time appointed for holding the meeting, the Members present must choose one of the other Directors who is present to be chair.
1) A resolution at a general meeting must be moved and seconded, and the chair may move or propose a resolution.
2) A question arising at a general meeting must be decided by an Ordinary Resolution, except when otherwise required.
3) Voting is by show of hands, unless before the vote a secret ballot is requested by a majority of Members present, by show of hands.
4) In the case of an equality of votes, the chair does not have a casting or second vote in addition to the vote to which the chair is entitled as a member, and the resolution is defeated.
5) A Member in good standing in attendance at a general meeting has the right to vote. No other person has the right to vote.
6) Proxy voting is prohibited.
5.7 Subject to the Act and the bylaws, a general meeting may adopt rules of order, but if it does not do so, then the most recent edition of Robert’s Rules of Order must be used.
PART 6 – BOARD OF DIRECTORS
1) The Board may exercise all the powers of the Association, and do all the things that the Association may do, subject to:
- all laws affecting the Association,
- the constitution and the bylaws, and
- rules, not being inconsistent with these bylaws, that are made from time to time by the Association to govern proceedings at general meetings.
2) A rule made by the Association in a general meeting does not invalidate a prior act of the Board that would have been valid had that rule not been made.
1) There will be a minimum of three (3) and a maximum of Ten (10) Directors. All Directors will be elected by the Members at a general meeting. The Members must consider the geographic diversity of its Members in electing Directors and will, without being so restricted, try to ensure representation on the Board from each Area.
2) Elections for Directors will normally be held at the annual general meeting and the term of office of Directors will normally be three (3) years. The Directors may, by Board Resolution, determine that some or all vacant Directors’ positions will have a term of less than three (3) years, the length of such term to be determined by the Directors in their discretion. For purposes of calculating the duration of a Director’s term of office, the term will be deemed to commence at the close of the AGM at which such Director was elected.
3) A Director may serve for no more than six (6) consecutive years. A Person who has served six (6) consecutive years as a Director may not be re-elected for at least one (1) year following the expiry of his or her latest term.
4) An election must be by secret ballot, unless:
- the Members present unanimously agree that the election be by show of hands, or
- the number of candidates is fewer than or equal to the number of vacancies, in which case the candidates must be declared to be elected.
5) An election may be conducted by means of mail ballot, electronic ballot, or similar means, provided that the means used are reliable, protect the rights and confidentiality of voters, and can be independently verified.
6.3 1) A Director ceases to be a Director by:
- the conclusion of the Director’s term of office, unless the Director is re-elected,
- resigning in writing,
- ceasing to be a Member in good standing, or
6.4 No act or proceeding of the Board is invalid only by reason that there are fewer Directors in office than the number required by bylaw 6.2.
6.5 The Members may, by Special Resolution, remove a Director before the expiration of the Director’s term of office, and may elect a successor to complete the term of office.
6.6 1) The Board may appoint a qualified Member in good standing as a Director to fill a vacancy in the Board.
2) A Director so appointed holds office only until the adjournment of the next AGM, at which time the appointed Director is eligible to be elected.
6.7 A Director must not be remunerated for being or acting as a Director, but may be reimbursed for expenses necessarily and reasonably incurred while engaged in the affairs of the Association.
PART 7 - PROCEEDINGS OF THE BOARD
7.1 1) The Board may meet together at the places it thinks fit to dispatch business,
adjourn and otherwise regulate its meetings and proceedings, as it sees fit.
2) Quorum at a meeting of the Board is a majority of the Directors then in office, but must not be less than four.
3) A meeting of the Board may be called by:
- the President, or
- any three Directors, or
- Board Resolution.
4) Notice of a meeting of the Board is sufficient if properly addressed to every Director, and sent by hand, ordinary mail, or e-mail. Except where notice is waived by all Directors, notice of a meeting of the Board must be given not less than 48 hours before the meeting.
7.2 When a meeting of the Board is held immediately following the election or appointment of a Director or Directors, it is not necessary to give notice of the meeting to the new Directors for the meeting to be validly constituted, if a quorum is present.
7.3 Except where otherwise required, questions arising at meetings of the Board and committees must be decided by a Board Resolution.
7.4 1) The Board may as it thinks fit delegate any, but not all, of its powers to
committees, appoint the members and chairs of committees, and determine their names.
2) A committee must conform to any rules imposed on it by the Board, and must report every act or thing done in exercise of its powers to the earliest meeting of the Board to be held next after it has been done.
3) A committee may, subject to the direction of the Board, meet and adjourn as it thinks necessary, and determine its procedures.
4) The President has the right to notice of, to attend, and to speak at meetings of all committees, and to vote where given that right by the Board.
7.5 1) There must be a Salary and Benefits Committee, a University Affairs
Committee, and an Advocacy Committee, which are the three standing committees.
2) Subject to the direction of the Board, the:
- Salary and Benefits Committee will advise the Board as to issues relating to the negotiation of salaries and benefits, including the appointment of Members to the Negotiating Team, and is responsible for monitoring issues related to the Basic Agreement and any appended Letters of Intent or Memoranda,
- University Affairs Committee will advise the Board as to Policy AD-10, any matters at the University affecting Members of the Association, and the Association's relations with the University, and acts as the support and oversight for the Association's participation in the Joint University/Association Committee, and
- Advocacy Committee will advise and assist Members regarding their rights and responsibilities regarding the terms and conditions of their employment contained in the AD10 Policies and Basic Agreement. It is also the function of the Advocacy Committee to provide representation for Members by investigating work-related problems and/or complaints of Members, providing representation for Members in disputes and grievances with the University, and to make recommendations regarding the resolution of grievances.
3) A standing committee may:
- have no less than four Members who are appointed by the Board,
- elect a chair from amongst its members,
- have a quorum of a simple majority of committee members,
- not incur any expense unless it is authorized in advance by the Board,
- operate under the terms of reference for the committee set by the Board, and
- meet as directed by the Board, the President, or the committee’s chair.
7.6 Subject to the Act and these bylaws, the Board may adopt rules of order for its meetings, but if it does not do so then the most recent edition of Robert’s Rules of Order must be used.
PART 8 – DIRECTORS’ DUTIES AND CONFLICTS
8.1 1) A Director must:
- act honestly and in good faith and in the best interests of the Association, and
- exercise the care, diligence and skill of a reasonably prudent person, in exercising the powers and performing the functions of a Director.
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 a society.
8.2 Nothing in a contract, the constitution or bylaws, or the circumstances of a Director’s appointment, relieves a Director from:
- the duty to act in accordance with the Act and the regulations, or
- a liability that by a rule of law would otherwise attach to the Director in respect of negligence, default, breach of duty or breach of trust of which the Director may be guilty in relation to the Association.
8.3 A Director who is, directly or indirectly, interested in a proposed contract or transaction with the Association must disclose fully and promptly the nature and extent of the interest to each of the other Directors.
8.4 1) A Director referred to in bylaw 8.3 must account to the Association for profit made as a consequence of the Association entering into or performing the proposed contract or transaction:
- i. the Director discloses the interest as required by bylaw 8.3,
- ii. after the disclosure the proposed contractor or transaction is approved by the Directors,
- iii. and the Director abstains from voting on the approval of the proposed contract or transaction, or
- i. the contract or transaction was reasonable and fair to the Association at the time it was entered into, and
- ii. after full disclosure of the nature and extent of the interest in the contract or transaction it is approved by special resolution.
2) A Director referred to in bylaw 8.3 must not be counted in the quorum at a meeting of the Directors at which the proposed contract or transaction is approved.
8.5 The fact that a Director is, in any way, directly or indirectly, interested in a proposed contract or transaction, or a contract or transaction, with the Association does not make the contract or transaction void, but, if the matters referred to in bylaw 8.4(1)(a) or (b) have not occurred, the court may, on the application of the Association or an interested person, do any of the following:
- prohibit the Association from entering into the proposed contract or transaction,
- set aside the contract or transaction, or
- make any order that it considers appropriate.
8.6 1) An employee or contractor of the Association must not become a Director
within one year after ceasing to be an employee or contractor.
2) A Director must not become an employee or contractor of the Association within one year after ceasing to be a Director.
8.7 Subject to the Act, the Association must indemnify a Director or former Director of the Association, and a Director’s 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 the Director, in a civil, criminal or administrative action or proceeding to which the Director is made a party because of being or having been a Director, including an action brought by the Association, if:
- the Director acted honestly and in good faith with a view to the best interests of the Association, and
- in the case of a criminal or administrative action or proceeding, the Director had reasonable grounds for believing the Director’s conduct was lawful.
PART 9 – OFFICERS
9.1 1) The Board must at its first meeting following the AGM elect a President, Vice-President and Secretary-Treasurer. All such officers must be Directors. Officers will hold office until the first meeting of the Board held after the next following annual general meeting.
2) The President, Vice-President or Secretary-Treasurer cease to hold those offices on:
- ceasing to be Directors,
- the end of their terms of office, or
- resigning in writing.
3) If the President, Vice-President or Secretary-Treasurer ceases to hold office between AGMs, the Board may elect one of the Directors to fill the vacancy.
9.2 The President:
- must supervise the other officers in the execution of their duties,
- must chair all meetings of the Board and all general meetings, and
- has the powers and duties generally pertaining to the office of President, subject to any restrictions imposed by the Board.
9.3 The Vice-President, in the President’s absence, must perform the duties of the President.
9.4 The Secretary-Treasurer must:
- issue notices and keep minutes of meetings of the Association and the Board,
- conduct the correspondence of the Association,
- have custody of all records and documents of the Association,
- have custody of the common seal of the Association, if any,
- maintain the Register of Members,
- keep the financial records, including books of account, necessary to comply with the Act, and
- render financial statements to the Board, members, and others when required.
9.5 1) In the absence of the Secretary-Treasurer from a meeting, the Board must appoint another person to act as Secretary-Treasurer.
2) The Board may delegate the performance of the duties of the Secretary-Treasurer to an employee or agent.
PART 10 – FINANCIAL
10.1 1) In order to carry out the purposes of the Association the Board may, on
behalf of and in the name of the Association, raise or secure the payment or repayment of money in such manner as it decides and in particular but without limiting the generality of the foregoing, by the issue of debentures.
2) A debenture must not be issued unless it has been approved by a special resolution.
3) The Members may by Special Resolution restrict the borrowing powers of the Board, but a restriction so imposed expires at the next AGM.
10.1 The Board must only invest the funds of the Association as permitted under the provisions of the Trustee Act respecting the investment of trust property by a trustee.
10.2 Subject to the Personal Information Protection Act and any other applicable law, the:
- financial statements and Members’ minutes may be inspected by a Member, on reasonable notice,
- other documents of the Association, including its accounting records, may be inspected by a Member on reasonable notice, subject to any Board Resolution that may restrict access, and
- documents of the Association, including its accounting records, must be open to the inspection of a Director, subject only to laws requiring otherwise.
10.3 Contracts, documents or instruments in writing requiring the signature of the Association may be signed by:
a) the President, together with the Secretary-Treasurer, or
b) any two (2) Directors
and all contracts, documents and instruments in writing so signed will be binding on the Association without any further authorization or formality. The Board will have the power from time to time by Board Resolution to appoint any officer or officers, or any person or persons, on behalf of the Association either to sign contracts, documents and instruments in writing generally or to sign specific contracts, documents or instruments in writing.
PART 11 – AUDITOR
11.1 This Part applies only where the Association is required or has resolved to have an auditor.
11.2 At each AGM the Association may:
- appoint an auditor to hold office until the auditor is re-elected or a successor is elected at the next AGM, and
- decide whether the auditor will perform an audit, a review, or some other form of engagement.
11.3 An auditor may be removed by Ordinary Resolution.
11.4 An auditor must be promptly informed in writing of appointment or removal.
11.5 No Director and no employee of the Association can be auditor.
11.6 The auditor may attend general meetings.
11.7 The Board must fill all vacancies arising in the office of auditor between AGMs.
PART 12 – RIGHTS AND REPRESENTATION
12.1 In the event of a labour dispute between the University and any group of its employees, the Association must not coerce a Member to do or not to do anything contrary to the conscience or beliefs of that Member, or discipline or punish a Member for the Member’s actions or inaction in such circumstances.
12.2 1) The Board may submit a resolution regarding amendment of the Basic Agreement or other terms and conditions of employment of the Members, or any other fundamental policy matter that the Board deems fit, to a referendum of the members.
2) The result of a referendum is binding on the Association and its Members if:
- not less than 20% of the Members vote, and
- it is approved by a simple majority of those Members who vote.
4) A referendum may be conducted by means of mail ballot, electronic ballot, of similar means, provided that the means used are reliable, protect the rights and confidentiality of voters, and can be independently verified.
PART 13 – MISCELLANEOUS
13.1 Any meeting of the Association, the Board or any committee, may also be held, or any Member, Director or committee member may participate in any meeting of the Association, the Board or any committee, by telephone or video conference call or similar communication equipment as long as all the Members, Directors, or persons participating in the meeting can hear and respond to one another. All such Members, Directors, or persons so participating in any such meeting will be deemed to be present in person at the stated location of such meeting and, notwithstanding the foregoing bylaws, will be entitled to vote by a voice vote recorded by the secretary of such meeting. This method of voting will from time to time be used for passing resolutions.