British Columbia Association of Continuing Education Administrators

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BRITISH COLUMBIA ASSOCIATION OF
CONTINUING EDUCATION ADMINISTRATORS

CONSTITUTION

NAME:	1. The name of the Society is the "BRITISH COLUMBIA ASSOCIATION OF CONTINUING EDUCATION ADMINISTRATORS, hereinafter called the Association.
PURPOSES:	2. The purpose of the Association is to be a voluntary, non-profit, non-partisan association of public education administrators of continuing education within the Province of British Columbia, having the object of promoting and co-ordinating the interests of continuing education in all its phases, primarily within British Columbia, but not so as to restrict the generality of the foregoing.
More specifically:	to keep the ideals, values, and benefits of continuing education before the public in such a way as to stimulate interest in its opportunities and advantages; to develop, maintain, and co-ordinate channels for the exchange and discussion of ideas, methods and techniques in the field of continuing education; to collect, co-ordinate and distribute information concerning continuing education; to encourage the membership to become better informed and more proficient through the development of skills in programming, in organizing, and in identifying needs and resources in the field of continuing education; to interest and encourage the membership in the study and development of legislation and regulations concerning continuing education, and to encourage and promote studies in all its phases; to establish and maintain working relationships with bodies concerned with continuing education; to encourage and assist in the maintenance of high standards of practice and procedure in continuing education.
AREA OF OPERATION:	3. The operations of the Association shall be conducted chiefly in the city of Vancouver in the Province of British Columbia. This provision is alterable.

BY-LAWS

BYLAW NO. 1: MEMBERSHIP

1.	Membership shall be in five categories - Regular, Honourary, Life, Associate, Institutional.
1.1	(a)	Regular Membership shall be open to all persons employed full or part-time as Continuing Education Administrators or Community School Coordinators in school districts, publicly-funded colleges, vocational schools, provincial institutes, institutes of technology, universities.
	(b)	A person may apply to the Directors or their designate and upon acceptance by the Directors or their designate, the person becomes a Regular member and shall pay annually to the Association such membership fee according to the scale of fees then in force. Such fees shall be paid no later than May 31. A Regular member shall be deemed to be in good standing when he/she has paid his/her current annual membership fee. A regional branch of the Association may levy such additional regional membership fee as may be determined by its membership. The annual membership year shall by May 1 to April 30.
	(c)	Every Regular member in good standing shall be entitled to vote and to hold office in the Association and shall be entitled to receive any and all bulletins and publications issued by the Association, and shall be entitled to the benefits of any advisory, consultative, or other paper or service provided by the Association.
1.2	(a)	Honourary Membership is an honour which may be granted by the Association to any person who has made an outstanding contribution to the welfare of the Association and/or continuing education, on the basis of criteria as established by the Association.
	(b)	Nominations for membership shall be made in writing with supporting statements to the Board of Directors by a member of the Association in good standing before the meeting of the Board of Directors held immediately prior to the Annual General Meeting.
	(c)	The Board of Directors shall review nominations according to the approved criteria and develop a recommended list of nominees.
	(d)	Nominees shall be approved or disapproved for award by a vote of the General Membership of the Association.
	(e)	Honourary membership may be granted to non-members and members of the Association.
	(f)	No annual Association membership fee is required.
	(g)	An Honourary Member is entitled to membership rates for Association-sponsored activities.
	(h)	Honourary members will receive all Association mailings.
	(i)	Honourary members cannot vote at a general meeting and cannot hold office the Association.
1.3	(a)	Life Membership is an honour which may be extended to members of the Association who have been regular members and who meet other criteria as may be established by the Association.
	(b)	Nomination for membership shall be made in writing with supporting statements to the Board of Directors by a member of the Association in good standing before the meeting of the Board of Directors held immediately prior to the Annual General Meeting.
	(c)	The Board of Directors shall review nominations according to the approved criteria and develop a recommended list of nominees.
	(d)	Nominees shall be approved or disapproved for award by a vote of the General Membership of the Association.
	(e)	Life Membership may be granted to regular members.
	(f)	No annual Association membership fee is required.
	(g)	A Life Member is entitled to membership rates for Association-sponsored activities.
	(h)	A Life Member will receive all Association mailings.
	(i)	A Life Member is entitled to attend all general meetings.
	(j)	A Life Member can vote at a general meeting and can hold office in the Association.
1.4	(a)	Associate Membership may be granted by the Association to any person or association providing they express agreement with the purposes of the Association.
	(b)	Application for membership shall be made in writing to the Secretary of the Association who shall present the application at the next meeting of the Board of Directors.
	(c)	The Board of Directors shall review the applications, according to the approved criteria and notify applicants of their decision, through the Secretary.
	(d)	Associate Membership may be granted to non-members of the Association.
	(e)	Associate Members will pay the regular membership Association fee.
	(f)	Associate Members will receive membership rates for Association-sponsored activities.
	(g)	Associate Members will receive all Association mailings.
	(h)	Associate Members may attend general meetings of the Association.
	(i)	Associate Members cannot vote at a general meeting and cannot hold office in the Association.
1.5	(a)	Institutional Membership shall be open to all eligible institutions.
	(b)	An institution may apply in writing to the Directors or their designate and upon acceptance by the Directors or their designate becomes an Institutional Member.
	(c)	Every Institutional Member shall pay annually to the Association such membership fee according to the scale of fees then in force. Such fees shall be paid no later than May 31.
	(d)	All Institutional Members will receive all the rights and privileges with the exception of voting rights at the Annual General Meeting which will be limited to the equivalent number of individual memberships.

BY-LAW NO.2: VOTING

At all General Meetings of the Association, every member present who is entitled to vote shall have one vote.

BY-LAW NO. 3: TERMINATION OF MEMBERSHIP

3. 1	A person shall cease to be a member of the Association:
	(a)	by delivering his/her resignation in writing to the Secretary or by mailing or delivering it to the address of the Association; or
	(b)	on his/her death, or in the case of a corporation, on dissolution; or
	(c)	on being expelled; or
	(d)	on having been a member not in good standing for a period of time prescribed by the Directors.
3.2	The directors shall have the power, by the majority vote of those present at a meeting of Directors, to expel or suspend any member whose conduct shall have been determined by the Directors to be likely to endanger the interests or the reputation of the Association, or who wilfully commits a breach of the constitution or by-laws of the Association.
3.3	No member shall be expelled or suspended without being notified in writing of the charge or complaint against him, and without having first been given an opportunity to be heard by the Directors at a meeting called for that purpose. The member expelled or suspended shall have the right of appeal at the next general meeting.
3.4	Upon failure of any member to pay annual membership fees, or any subscription, or any indebtedness due to the Association within a time required herein, the Board of Directors may cause the name of such member to be removed from the register of members, but such member may be re-admitted to membership by the Directors upon such evidence as they may consider satisfactory.
3.5	Any member who resigns, withdraws or is expelled from the Association shall forthwith forfeit all rights, claims and interest arising from or associated with membership in the Association.
3.6	All members are in good standing except:
	(a)	A member who has failed to pay annual membership fees if any, or other subscription, or any indebtedness due to the Association.

BY-LAW NO 4: MEETINGS

4.1		All meetings shall be conducted in accordance with Roberts' Rules of Order, except as otherwise provided for in the by-laws.
4.2		The Annual General Meeting of the Association shall be held in each calendar year at such a time and place as the Board of Directors may determine. Such business of the Association shall be conducted at the Annual General Meeting as by these by-laws is required, and the proceedings of any Annual General Meeting may include the review and determination of philosophy, policy, programmes and other such matters as may arise.
4.3		Other General or Special Meetings of the Association may be convened from time to time, or shall be convened on the written request of 10% or more of the Membership provided that such Meetings may be held at any time or place in British Columbia without notice if each of the members either consents to or is present.
4.4		Notwithstanding the foregoing (No. 4.3), other General or Special Meetings of members may be convened from time to time as deemed necessary by the Board of Directors, or on the written request of 10% or more of the membership. Such Meetings may be held at any time or place in British Columbia without notice if each of the members either consents to or is present thereat.
4.5		No accidental omission to give notice or in giving notice of any Annual General Meeting, General or Special Meeting, or any such adjourned Meeting shall invalidate such Meeting or make void any proceedings taken thereat.
4.6		A quorum for the transaction of business at any Meeting of members shall consist of 40% of the members, but never less than 25 members.
4.7		Any meeting of the Association or of the Board of Directors may be adjourned at any time, and from time to time, and such business may be transacted at such an adjourned meeting as might have been transacted at the original Meeting from which adjournment took place. No notice shall be required of any such adjournment. Such adjournment may be made notwithstanding that no quorum is present at the time of adjournment.

BY-LAW NO. 5: DIRECTORS


5.1	There shall be a Board of Directors which shall consist of sixteen (16) Directors who shall include the President, the Past President, the President Elect, the Secretary and the Treasurer.
5.2	The qualifications of a Director shall be Regular Membership in the Association.
5.3	Members shall be elected to the Board of Directors for two-year terms, with three members retiring in the first year and four members retiring alternately.
5.4	A retiring Director shall be eligible for re-election if otherwise properly qualified, provided no person may serve as a Director for more than two (2) consecutive two-year terms. An appointment can be made by the Executive for an incumbent to be retained in office for more than two consecutive terms.
5.5	If any member of the Board of Directors shall resign his office or, without reasonable excuse, absent himself from three or more Directors' Meetings, or be suspended or expelled from the Association, the Directors shall declare his office vacated and may appoint a successor in his place to hold office until the next Annual General Meeting, PROVIDED that where such vacancy is that of a regional Director the appointment for successor shall be of a member from the region in which the vacancy occurs.
5.6	Eleven (11) of the sixteen (16) Directors shall be regional representatives, to be known as Regional Directors, as follows: one (1) from the Kootenays (East and West to alternate at Executive Meetings), one (1) from the Northeast, one (1) from the Northwest one (1) from North Central, one (1) from Okanagan Cariboo, one (1) from Vancouver Island, one (1) from the Mainland, one (1) from Vancouver, one (1) from Fraser Valley, one (1) College Deans and Directors' Liaison and one (1) School District Directors' Liaison.
5.7	For the purpose of election of the Regional Directors, the Association shall, at an Annual General Meeting, establish regions within the Province of British Columbia. The regions so established are: Vancouver (including North and West, Squamish, Sunshine Coast), Mainland (including New Westminster, Burnaby, Coquitlam, Delta, Surrey, Richmond, Fraser Valley (including Maple Ridge and Langley), Vancouver Island, West Kootenays, East Kootenays, Okanagan-Cariboo, Northeast, Northwest, North Central, College Deans and Directors' Liaison and School District Directors' Liaison.
5.8	(a)	The Regular Members in good standing and Life Members at the Annual General Meeting shall elect a President, President Elect, Secretary and Treasurer. In the interest of maintaining continuity within the Association, the incoming Executive may appoint an incumbent, such as the Secretary or Treasurer, to office for more than two consecutive terms.
	(b)	The Regular members in good standing attending the Annual General Meeting shall elect the President, President Elect, Secretary and Treasurer. Regional Directors shall be elected by regular members of their region and presented to the Annual General Meeting. The President, President Elect, Secretary and Treasurer may be elected to office from any region.

5.9		Officials from the appropriate Ministries of the Government of B.C. responsible for Continuing Education will serve as an Ex-Officio member of the Board of Directors.
5.10		The Officers of the Association shall be the President, the Past President, the President Elect, the Secretary and the Treasurer.
5.11		Five of the Directors shall form a quorum for the transaction of business. The Board of Directors may hold its meeting at such place within the Province of British Columbia as it may from time to time determine. No formal notice of any such Meeting shall be necessary if all the Directors are present, or if those absent have signified their consent to the Meeting being held in their absence. Director's Meetings may be formally called by the President or by the Secretary on direction in writing of two Directors. Notice of such Meetings shall be delivered, mailed, telephoned or telegraphed to each Director not less than fourteen (14) days before the Meeting is to take place. The statement of the Secretary or President that notice has been given pursuant to this by-law shall be sufficient and conclusive evidence of the giving of such notice. The Board may appoint a day or days in any month or months of regular Meetings at an hour to be named and of such regular Meeting no notice need be sent. A Director's Meeting shall also be held, without notice, immediately following the Annual General Meeting of the Association. The Directors may consider or transact any business either special or general at any meeting of the Board. Questions arising at any meeting of Directors shall be decided by a majority of votes. In case of an equality of votes, the Chairman, in addition to his original vote, shall have a second or casting vote. All votes at any such meeting shall be taken by ballot if so demanded by any Director present, but if no demand be made, the vote shall be taken in the usual way by assent or dissent. In the absence of the President his duties may be performed by such other Director as the Board may from time to time appoint for the purpose.
5.12		A resolution in writing signed by all the Directors personally shall be valid or effectual as if it had been passed at the Meeting of Directors duly called and constituted.
5.13		No error or omission in giving such notice for a Meeting of Directors shall invalidate such meeting or invalidate or make void any proceedings taken or had at such Meeting and any Director may at any time waive notice of any such Meeting and may ratify and approve of any or all proceedings taken or had thereat.

5.14

The management and conduct of the business and concerns of the Association shall be vested in the Board of Directors and the Directors may exercise all such powers of the Association as are not by these by-laws required to be exercised by the Association in General Meeting, and without limiting in any way the generality of the foregoing the Board of Directors shall have the following powers:

		(a)	To provide for and direct the financial operation of the Association as directed by the Annual General Meeting, and to appoint auditors annually as required.
		(b)	To recommend to the Association in Annual General Meeting changes in policy with reference to the general development and programme of the Association, and otherwise.
		(c)	To take such action as to the Board of Directors seems necessary to encourage, maintain and improve the status, practice and procedure of continuing education.
		(d)	To represent the Association at any hearings or enquiries and to present recommendations and suggestions to any Municipal, District, Provincial or other body.
		(e)	To investigate and enter into discussions with the parties concerned when a member of this Association, who is in danger of dismissal, or has been dismissed, applies for assistance from the Directors.
		(f)	To delegate any of their powers to committees consisting of such member or members of their body as they think fit. Any committees so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on them by the Board of Directors.
		(g)	To appoint committees from the membership of the Association or from the Board of Directors or both to attend to such matter or matters as the Board of Directors may think fit. Any committee so formed shall, in the carrying out of the duties assigned to them, conform to any regulations that may be imposed upon them by the Board of Directors.
		(h)	The Signing Officers shall be any two of: Secretary, Treasurer, President, One (1) Director.

5.15		The members may by special resolution remove a Director before the expiration of his office, and may elect or appoint by ordinary resolution a successor to serve the balance of term.
5.16		Any committee appointed or formed by the Board of Directors may elect a Chairman of their meeting; such committee may meet and adjourn as they think proper. Questions arising at any meeting shall be determined by a majority of votes of the members present, and in case of an equality of votes the Chairman shall have a second or casting vote.
5.17		Borrowing Powers, Subject to the Society Act, the Board of Directors shall have the power to borrow from any person or persons any sum or sums of money, and for that purpose shall be entitled to charge the assets of the Association either by way of mortgage, lien or otherwise, provided, however, that such power as aforesaid shall not be exercised except it be assented to by at least two-thirds of the Board of Directors.

BY-LAW NO. 6: DUTIES OF DIRECTORS

6.1	(a)	The President shall preside at all meetings of the Association and of the Directors, unless the members or Directors otherwise decide.
	(b)	The President is the chief executive officer of the Association.

6.2	The President Elect shall carry out the duties of the President during his absence.

6.3	The Secretary shall
	(a)	conduct the correspondence of the Association
	(b)	issue notice of meetings of the Association and Directors
	(c)	record minutes of all meetings of the Association and Directors

6.4	The Treasurer shall
	(a)	keep financial records, including books of account
	(b)	render financial statements to the Directors, members and others when required

BY-LAW NO. 7: BOOKS, RECORDS AND SEAL

7.1	The seal shall be kept in the custody of the Secretary and shall not be affixed except by authority of a resolution of the Board of Directors and in the presence of such officers as may be prescribed in and by such resolution, or (if no officers are prescribed by the resolution) in the presence of the Secretary and the President or one of the Board of Directors so authorized by the President.
7.2	The Secretary, or some other officer specially charged by the Board of Directors with that duty, shall maintain and have charge of the Minute Books of the Association and shall record or cause to be recorded therein minutes of proceedings of all Meetings of members and the Board of Directors.
7.3	The Treasurer, or some other officer specially charged by the Board of Directors with that duty, shall keep or cause to be kept a book or books wherein shall be kept properly recorded:

	(a)	a copy of the Constitution of the Association and any extraordinary resolutions altering or adding thereto, and a copy of the By-laws of the Association and any resolutions altering or adding thereto;
	(b)	copies of originals of all documents, registers and resolutions as required by law;
	(c)	all sums of money received and expended by the Association and the matters in respect of which the receipt and expenditure takes place;
	(d)	all revenues and expenditures by the Association;
	(e)	all assets and liabilities of the Association;
	(f)	all other transactions affecting the financial position of the Association.

7.4	Any member shall have the right to inspect the accounts or books or documents of the Association with forty-eight hours notice given.
7.5	The Treasurer shall present an audited report to the members at each Annual General Meeting of the Association.

BY-LAW NO. 8: AMENDMENTS TO THE CONSTITUTION AND BY-LAWS

This constitution and by-laws may be amended only at an Annual or Special General Meeting by special resolution passed by a 75% majority and in accordance with the provisions of the Societies Act.

Revised 94.09.07

Questions about the Constitution
TALK TO THE PRESIDENT