February 25, 2016
By-Law # 1 – relating generally to the organization and transaction of the affairs of the BC Association for Crane Safety.
WHEREAS by Letters Patent, dated November 9th, 2005, the BC Association for Crane Safety was incorporated;
BE IT ENACTED as a by-law of the BC Association for Crane Safety as follows:
1.01 In this by-law and all other by-laws and resolutions of the BC Association for Crane Safety, unless the context requires otherwise:
The office of the BCACS shall be in Vancouver, in the province of British Columbia at such place therein as may from time to time be determined by the Board.
The BCACS shall have jurisdiction in the province of British Columbia, Canada under the authority of the Ministry of Finance, BC Registry Services.
“Accident-free crane operations throughout British Columbia.”
“The Association provides leadership for health and safety development within the crane hoisting industry. We serve all industry stakeholders as a forum for effectively addressing common safety issues and as an industry advisory body regarding standards, regulations, and qualifications. Our purpose is to support and maintain a comprehensive, inclusive credentialing regime to support the goal of accident free crane operations throughout British Columbia.”
6.01 Eligibility for Membership
Membership in the Association is open to any person who:
7.01 Board of Directors
The affairs of the association shall be governed by a Board of Directors comprised of twelve Directors elected by the members of the association.
Any person is eligible to be a Director of the Association who:
7.03 Term of Office
Directors shall hold office for a term of five years so long as they remain eligible under the terms of Article7.02. Terms of office shall be staggered so that twenty percent of the terms expire each year. No director shall be eligible to serve more than two consecutive terms (except in the case of a Past Chair who may hold office during the term of his successor). A member who has served two full consecutive terms shall not be eligible to serve again as a Director before the passing of two years.
7.04 Election of Directors
Directors shall normally be elected by a majority of the members in attendance personally (or by mail in ballot) at the annual general meeting of the association. The election of Directors shall be conducted by the passing of a motion. The candidate or candidates shall then fill director vacancies.
7.05 Nomination of Directors
Nominations for vacant Director positions shall be submitted in writing to the Chair of the committee responsible for nominations at least 30 days in advance of the board meeting. The criteria are as follows:
Any vacancy in a Director position, however caused, may be filled by a majority vote of the remaining directors so long as a quorum of directors remains in office. A Director so elected shall remain in office for the duration of the vacant term or until the next meeting at which directors are to be elected. The directors shall not fill a vacancy in the manner specified in this clause during the ninety (90) day period immediately preceding an annual general or special meeting. If there is not a quorum of directors, the remaining directors shall forthwith call a meeting of the members to fill the vacant Director positions.
Meetings of the Board of Directors may be held at such times and at such places within the territorial jurisdiction of the association as the board may from time to time determine. The Board shall meet a minimum of five times each year. The Board may use teleconferencing as an alternative to meetings in person but, in no instance, shall it meet in person less than three times a year. Note: Seven to twelve meetings per year are advised where resources and geography permit.
7.08 Removal of a Director
A director shall automatically cease to hold office if:
7.09 Conflict of Interest
Where a director, either on his behalf or while acting for, by, with or through another, has any pecuniary or personal interest, direct or indirect, in any matter, or otherwise has a conflict of interest, as a director, he:
The pecuniary or personal interest, direct or indirect, of an immediate family member shall, if known to the director, be deemed to be also the pecuniary interest of the director.
Every declaration of interest and the general nature thereof shall be recorded in the minutes of the meeting.
7.10 Remuneration of Directors
The directors shall receive no remuneration for acting as such and no director shall directly or indirectly receive any profit from his position. Directors may receive reasonable compensation for expenses incurred by them for the purpose of travel to and from the AGM.
Travel costs for the chairman are eligible for remuneration where the chair resides out of the local BCACSoffice area.
7.11 Additional Clauses re: Directors
Additional clauses should be inserted to provide for Notice of Meetings, Attendance at Board and committee meetings, Voting, Quorum, Minutes and Special Meetings.
8.01 General and Specific Powers
The directors, acting together in their capacity as a Board, shall have the authority to exercise any of the powers prescribed by the Society Act, or by any other statutes or laws from time to time applicable, except where such power is contrary to the statutes or common law regarding not-for-profit associations and, without limiting the generality of the foregoing. In the event of this need the directors shall develop and implement new Policies, Rules and Regulations; and any Restriction on such Powers as the need arises.
8.02 Powers of Individual Directors
No individual director shall have any authority to act on behalf of the Board with respect to agents or employees of the association except as provided in this by-law or by resolution of the Board. No individual director shall have any authority to act on behalf of the association with respect to the transaction of the affairs of the association except as provided in this By-Law or by resolution of the Board.
8.03 Directors’ Accountability
The Board and individual directors represent the membership of the Association and are directly accountable to said membership. They also have a fiduciary duty to those who provide funds to the Association and to its staff for the sound administration of the Association. In addition, they have a general duty of trust to those served by the Association and to the general public. Every director of the Association shall exercise the powers and discharge the duties of his office honestly, in good faith and in the best interests of the Association, and in connection therewith shall exercise the degree of care, diligence and skill that a reasonably prudent person would exercise in similar circumstances.
The Board shall annually, or as often as may be required, elect a Chair, Vice-Chair, and Secretary-Treasurer from among its members.
The Chair shall, when present, preside at all meetings of the Association and, along with the Board, generally oversee and supervise the governance of the Association including the signing of By-Laws, special resolutions and other such documents requiring his signature and such other duties as may from time to time be prescribed by resolution of the Board or that are otherwise incidental to this office. The Chair shall be elected for a term of two years and shall not be eligible for re-election for more than two consecutive terms.
The Vice-Chair shall, in the absence of the Chair, preside over meetings of the Association and of the Board and its Executive Committee and otherwise exercise all the powers and duties of the Chair. The Board, in the absence of the Chair and Vice-Chair, may appoint from among its numbers, an Acting Chairperson.
The Secretary-Treasurer shall be responsible for giving notices; keeping records of all meetings of the members, the Board and its Executive Committee; signing of minutes; and, such other duties as may from time to time be assigned by resolution of the Board. The Secretary-Treasurer shall keep full and accurate accounts of all receipts and disbursements of the association in proper books of account and shall deposit all monies or other valuable effects in the name and to the credit of the association in such bank or banks as may from time to time be designated by the Board. The Secretary-Treasurer shall, under the direction of the Board, disburse the funds of the Association, taking proper vouchers therefore and shall render to the Board at regular meetings thereof or whenever required, an account of all such transactions and the financial position of the Association. Note: The Executive Director performs these duties on behalf of the Secretary – Treasurer. It is the responsibility of the Secretary – Treasurer to insure that the tasked defined are being performed.
9.05 Past Chair
The role of the Past Chair is to assist the Chair to adjust to their new role and responsibilities and to continue to provide support and direction to the Board of Directors and the BCACS. The role is to assist the association in achieving its stated mission and goals in the most effective and prudent manner. The responsibilities are to:
To qualify for this position the director has to have just completed their term as Chair. The Past Chair must provide a continued interest in the mission of the association and provide support for the Chair and Board of Directors. The term of office is one year.
9.06 Executive Director
The Board may appoint an Executive Director to manage the affairs of the Association under the general direction of the Board. The Executive Director shall hold office at the pleasure of the Board or until he resigns the office. He shall be accountable to the Board for the proper and legal conduct of the business of the association according to the policies from time to time established by the Board. He shall be responsible for the organization of the work of the Association and for the engagement, supervision, direction and discharge of all employed personnel in accordance with the personnel policies from time to time established by the Board. The Executive Director shall, ex officio, also be an officer of the Association and shall be entitled to receive notice and attend all meetings of the Board and its Executive Committee.
Every director of the association and his executors, administrators and estate shall be indemnified and saved harmless, out of the funds of the association, from and against:
The Executive Committee shall be the Officers of the Association including the Executive Director. The Executive Director shall be a ‘non-voting’ member.
The officers of the association shall be appointed by resolution of the Board at its first meeting following each annual meeting of members at which the directors are elected. Any other members of the Executive Committee designated as such under this by-law shall be appointed no later than at the next subsequent meeting of the Board. In the event of a vacancy in any elected position on the Executive Committee, the Board shall, by election from among the members of the Board, fill such position within sixty (60) days of the vacancy occurring.
During the intervals between meetings of the Board, the Executive Committee shall possess and may, subject to ratification by the Board, exercise all the powers of the Board in the governance and direction of the Association in such manner as the Executive Committee shall deem best for the interests of the Association subject to any specific directives imposed by the Board, this by-law or any other statutory or common law.
The Board (or members) shall annually elect a Nominating Committee which shall be comprised of a Chair, who shall be the past Chair of the Board, if there is one, and one (or two) additional member(s) of the Board and one (or two) additional member(s) drawn from the membership of the Association. The Executive Director shall, ex officio, be a non-voting member of the Nominating Committee.
12.02 Nominating Process
Candidates for the office of director must be recommended by the Nominating Committee or in writing by at least two members of the Association. The Nominating Committee shall take into consideration candidates who adequately represent the constituency served by the Association and make recommendations with respect to any vacancies on the Board. The Executive Director, prior to the annual meeting of the association, shall:
The Nominating Committee shall ensure that the attendance of directors at meetings of the Board is monitored and that regular reports are submitted to the Board regarding attendance. The Nominating Committee or its designate or the Chair of the Board shall consult with those directors who are not meeting the attendance requirements of the Board and shall make recommendations to the Board with respect to such nonattendance.
The Board may, from time to time, by resolution, establish such other ad hoc committees with such duties and powers as it deems to be in the interests of the Association. Except as otherwise established in this by-law, each such committee shall be chaired by a director, have the committee membership and terms of reference approved by resolution of the Board, shall consider such matters as are referred to it by the Board, shall keep records of its activities and recommendations, and, shall report to the Board at such intervals as required by the Board.
14.01 Annual Meeting
The annual meeting of the Association shall be held within fifteen (15) months of the last preceding annual meeting at such date, time and place within the territorial jurisdiction of the Association as determined by the Board for the purpose of:
14.02 Special General Meeting
The Executive Director shall call a special general meeting of members at the request of the Board or upon receiving a written request signed by ten (10) percent of the members and stipulating the purpose of such meeting. Such meeting shall be scheduled within thirty (30) days of receipt of the request at a date, time and place within the territorial jurisdiction of the Association as determined by the Executive Director.
14.03 Notice and Agenda
Notice for any meeting of members shall be given at least fifteen (15) days in advance of the date of the meeting and shall include the date, time, place, agenda and general nature of business to be transacted. Only business on the agenda or related thereto shall be transacted at such meeting unless:
14.04 Additional Clauses re: Meetings of Members
Additional clauses should be added to set the quorum, chairing, voting procedures and eligibility criteria.
Further notice of any adjourned meeting of the Board and its committees or the annual meeting of the Association is not necessary if the date, time and place of such adjourned meeting has been announced at the meeting which was adjourned and if this has been properly recorded in the minutes of that meeting.
15.02 Transaction of Business
Any business may be transacted at any adjourned meeting that might have been transacted at the original meeting from which the adjournment took place.
An accidental error or omission in giving notice of any meeting required by this by-law or the non-receipt of such notice by any director or by the auditor or any error in any notice not affecting its substance shall not invalidate such meeting or void the proceedings and decisions of that meeting. Any director, member or the auditor of the Association may waive notice of any such meeting and may ratify and approve of any or all proceedings taken at such meeting.
The By-Law of the Association not embodied in the letters patent may be repealed or amended by by-law enactment supported by unanimous consent of each and every Director of the Association signified in writing and shall hold force and effect until it is sanctioned by an affirmative vote of at least two-thirds (2/3) of the members at a meeting duly called for the purpose of considering the said by-law. If such by-law enactment is not so sanctioned it shall cease to hold force and effect immediately the resolution proposing such amendment is defeated.