CONSTITUTION APÉ

CONSTITUTION OF L’ASSOCIATION DES PARENTS DE L’ECOLE DES COLIBRIS

1. The name of the Society will be Association des parents de 1’Ecole des Colibris (the « Association ») or any future school name as selected by the Conseil Scolaire Francophone de la Colombie-Britannique. For the purpose of banking and legal documents the Association may be referred to as the A.P.E. des Colibris
2. The following are the purposes of the Association:
   1. foster cooperation and communication among the school community at Ecole des Colibris;
   2. advise the school board, principal, and staff on any matter relating to the school of Ecole des Colibris;
   3. keep parents informed regarding Ecole des Colibris;
   4. promote, in a financial or logistical manner, the French learning environment at Ecole des Colibris as well as in its extracurricular activities;
   5. promote the development of a Francophone cultural identity at Ecole des Colibris through the organization of cultural, educational, physical or social activities;
   6. organize fund raising activities if the Association deems it necessary in order to meet its objectives and make use of government funds, donations, gifts and private funds;
   7. carry out all other activities deemed necessary to meet the Association’s goals.BYLAWS OF L’ASSOCIATION
      DES PARENTS DE L’ECOLE DES COLIBRIS

PART I-INTERPRETATION

1. In these Bylaws, unless the context requires otherwise:

a. « Act » means the Societies Act of British Columbia as amended from time to time;

b. « AGM » means the annual General Meeting of the Association;

c. « Association » means l’Association des parents de l’Ecole des Colibris (A.P.E.C) or any future school name as selected by the Conseil Scolaire Francophone de la Colombie Britannique;

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4. « Board » means the directors of the Association;
5. « Director » means an individual who has been elected or appointed as a member of the Board, regardless of the title by which the individual is called;
6. « General Meeting » means a meeting of the Members of the Association (including the AGM);
7. « Member » means a person who becomes, in accordance with these bylaws, a member of the Association and who remains a member of the Association;
8. « Parent » means, in respect of a student or a child registered at Ecole des Colibris:
   •   a parent or other person who has guardianship or custody of the student or child, other than a parent or person who, under an agreement or order made under the Family Law Act that allocates parental responsibilities, does not have parental responsibilities in relation to the student’s or child’s education, or;
   •   the person who usually has the care and control of the student or child.
9. « Registered Address » of a member means his address as recorded in the register ofMembers; and
10. « School » means Ecole des Colibris or any future school name as selected by the Conseil Scolaire Francophone de la Colombie-Britannique;

2. The definitions in the Act apply to these Bylaws. If there is a conflict between these Bylaws and the Act or the regulations under the Act, the Act or the regulations, as the case may be, prevail.

PART 2 – MEMBERSHIP

1. All parents of students registered at Ecole des Colibris are eligible to be voting Members of the Association.
2. A Parent becomes a Member once the School administration confirms his/her child’s attendance at the School.
3. Administration and staff (teaching and non-teaching) of Ecole des Colibris may be nonvoting Members of the Association.
4. At no time will the number of non-voting Members exceed the number of voting Members.
5. Every Member will uphold the constitution and comply with these By-laws and inform the Secretary of his/her up-to-date Registered Address for the purposes of receiving notices from the Association.

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6. A person will cease to be a Member of the Association:
   1. by delivering or emailing his/her resignation in writing to the Secretary of the Association or by mailing it to the address of the Association;
   2. on his or her death; or
   3. when he or she no longer has any child registered at the school.
7. All Members are Members in good standing.

PART 3 – MEETINGS OF MEMBERS

1. A minimum of 3 General Meetings of the Association (including the AGM) will be held each school year at a time and location decided by the Directors.
2. Notice of a General Meeting must:
   1. specify the place, day and hour of the meeting and the principal items on the agenda;
   2. be provided to Members no less than 7 days prior to the meeting date; and
   3. state the nature of any business, other than ordinary business (as defined below at 8), to be transacted at the meeting in sufficient detail to permit a Member receiving the notice to form a reasoned judgment concerning that business
3. 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.
4. An AGM will be held no later than October 15 of each school year.
5. At each AGM the voting Members entitled to vote for the election or appointment of directors must elect or appoint the Board for a term of 1 year or until the next AGM.
6. The Directors, on the requisition of 10 % or more of the voting Members, must convene a General Meeting.
7. When required, the Robert’s Rules of Order will guide the proceedings of all meetings of the Association.
8. At a General Meeting, the following business is ordinary business:
   1. consideration of any financial statements of the Association presented to the meeting;
   2. consideration of the reports, if any, of the Directors or auditor;
   3. election or appointment of Directors;
   4. appointment of an auditor, if any; and

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e. business arising out of a report of the Directors not requiring the passing of a special resolution.

9. The quorum for the transaction of business at a General Meeting is 3 voting Members.
10. Business, other than the election of the chair of the meeting and the adjournment or termination of the meeting, must not be transacted at a General Meeting unless a quorum of voting Members is present.
11. If, at any time during a General Meeting, there ceases to be a quorum of voting Members present, business then in progress must be suspended until there is a quorum present or until the meeting is adjourned or terminated.
12. If, within 30 minutes from the time set for holding a General Meeting, a quorum of voting Members is not present,
    1. in the case of a meeting convened on the requisition of Members, the meeting is terminated, and
    2. in any other case, the meeting stands adjourned to the same day in the next week, at the same time and place, and if, at the continuation of the adjourned meeting, a quorum is not present within 30 minutes from the time set for holding the continuation of the adjourned meeting, the voting Members who are present constitute a quorum for that meeting.
13. The following individual is entitled to preside as the chair of a General Meeting:
    1. the individual, if any, appointed by the Board to preside as the chair;
    2. if the Board has not appointed an individual to preside as the chair or the individual appointed by the Board is unable to preside as the chair,
    3. the president,
    4. the vice-president, if the president is unable to preside as the chair, or
    5. one of the other directors present at the meeting, if both the president and vice- president are unable to preside as the chair.
14. If there is no individual entitled under these Bylaws who is able to preside as the chair of a General Meeting within 15 minutes from the time set for holding the meeting, the voting Members who are present must elect an individual present at the meeting to preside as the chair.
15. No resolution proposed at General Meeting needs to be seconded and the chairperson of a meeting may move or propose a resolution.

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16. An ordinary resolution needs a majority of the votes in favour of the resolution (50 % plus one) to pass. In the case of a tie vote, the chairperson does not have a second or deciding vote in addition to the vote to which (s)he may be entitled as a member, and the proposed resolution will not pass.
17. A special resolution needs no less than 66 % of the votes in favour of the resolution to pass.
18. A Member present at a General Meeting is entitled to one vote.
19. At a General Meeting, voting must be by a show of hands, an oral vote or another method that adequately discloses the intention of the voting Members, except that if, before or after such a vote, 2 or more voting Members request a secret ballot or a secret ballot is directed by the chair of the meeting, voting must be by a secret ballot.
20. The chair of a General Meeting must announce the outcome of each vote and that outcome must be recorded in the minutes of the meeting.
21. Voting by proxy is not permitted.A matter to be decided at a General Meeting must be decided by ordinary resolution unless the matter is required by the Act or these Bylaws to be decided by special resolution.
22. The Association’s working language is French. Translation of written documents into English may be provided and oral translation into English will be provided at the Association’s General Meetings upon request.

PART 4 – DIRECTORS

1. The Association must have no fewer than 3 and no more than 5 Directors.
2. The Board may, at any time, appoint a Member as a Director to fill a vacancy that arises on the Board as a result of the resignation, death or incapacity of a Director during the Director’s term of office.
3. A Director appointed by the Board to fill a vacancy ceases to be a Director at the next AGM.
4. The Directors will retire from office at each AGM when their successors are elected.
5. Any Director who wishes to resign will notify the Board in writing. The resignation will become effective upon the acceptance by the Board.
6. The Members may, by special resolution, remove a Director for any reason before the expiration of his/her term in office and may elect, by majority vote, a successor to serve until the next AGM. The notice of special resolution for removal of a Director will be accompanied by a brief statement of the reason(s) for the proposed removal. The Director who is subject of the proposed resolution for removal will be given an opportunity to be heard in person at the General Meeting before the special resolution is put to vote.

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7. A person will not hold the office of President for more than three consecutive years.
8. The Directors may delegate any, but not all, of their powers to committees as they see fit. A committee so formed in the exercise of the powers so delegated must conform to any rules that may from time to time be imposed on it by the Directors. All committees will promptly report every act or thing done in exercise of those powers to the Directors.
9. A Director who misses four (4) consecutive meetings without cause will be deemed to have tendered written resignation in accordance with Bylaw 4.5 above.

PART 5 – DIRCTORS’ MEETINGS

1. A Directors’ meeting may be called by the president or by any 2 other directors.
2. At least 2 days’ notice of a directors’ meeting must be given unless all the Directors agree to a shorter notice period.
3. The accidental omission to give notice of a directors’ meeting to a Director, or the non- receipt of a notice by a Director, does not invalidate proceedings at the meeting.
4. The Directors may regulate their meetings and proceedings as they think fit.
5. The quorum for the transaction of business at a directors’ meeting is a majority of the directors.
6. Directors’ meetings may be held in whole or in part, by telephone or other communications medium if all participating in the meeting are able to communicate with each other.
7. Questions arising at any meeting of the Directors (or committees) will be decided by a majority of votes. In the case of a tie vote, the chairperson does not have a second or deciding vote.
8. A resolution proposed at a meeting of Directors (or committees) need not be seconded, and the chairperson of a meeting may move or propose a resolution.
9. 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 6 – BOARD POSITIONS

1. Directors, once elected by the Members, must elect or appoint amongst themselves, at the first Directors’ meeting following the AGM, the following Board positions:

a. president;
b. vice-president; c. secretary;
d. treasurer.

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A Director, other than the president, may hold more than one position.

2. The president is the chair of the Board and is responsible for supervising the other Directors in the execution of their duties. The president is also the chief spokesperson for the Association.
3. The president will:
   1. preside all meetings of the Association;
   2. make sure that an agenda is prepared and distributed in advance to the Members for all meetings of the Association;
   3. take such actions or ensure that such actions are taken by others to achieve the objectives and purposes of the Association;
   4. submit an annual report at the AGM; and
   5. be a signing officer of the Association.
4. The vice-president is the vice-chair of the Board and is responsible for carrying out the duties of the president if the president is unable to act. The vice-president is also a signing officer of the Association and assists the President in the performance of his/her duties.
5. The secretary is responsible for doing, or making the necessary arrangements for, the following:

a. b. c. d.

e. f. g.

In the act as

conduct the correspondence of the Association;

issue notices of meetings of the Association and Directors;

keep minutes of all meetings of the Association and Directors;

once approved, distributes minutes to the Members of the Association in a timely matter;

keep an accurate copy of the Constitution and Bylaws, and make copies available to Members upon request

have custody of all records of the Association except those required to be kept by the treasurer; and

the Secretary or a person designated by the Directors will maintain a record of the full name, Registered Address, and email address (if any) of the Member, the date on which the person is admitted as a Member and the date on which the person ceases to be a Member;

absence of the secretary from a meeting, the Board must appoint another individual to secretary at the meeting.

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6. The treasurer is responsible for doing, or making the necessary arrangements for, the following:
   1. receiving and banking monies collected from the Members or other sources;
   2. keeping accounting records in respect of the Association’s financial transactions;
   3. preparing the Association’s financial statements;
   4. making the Association’s filings respecting taxes (as required); and
   5. be a signing officer of the Association.
7. The offices of Secretary and Treasurer may be held by one person who is to be known as the Secretary-Treasurer.
8. A Director will:
   1. act honestly, in good faith and in the best interest of the Association; and
   2. exercise the care, diligence and skill of a reasonable and prudent person in exercising power and performing functions as a Director.
9. The Directors will ensure that all reports, including financial reports, required by law to be prepared by the Association for the annual General Meeting, are prepared.
10. The Directors will ensure the Association has at least one account with a chartered bank, credit union, or trust company for the deposit of funds.
11. The Directors will keep proper accounting records in respect of all financial or other transactions and, without limiting the foregoing, will keep records of:
    1. all money received and disbursed by the Association;
    2. every asset and liability of the Association; and
    3. every other transaction affecting the financial position of the Association.
12. A Director who is directly or indirectly interested in a proposed contract, transaction or other potential conflict of interest with the Association will disclose, fully and promptly, the nature and extent of his interest to each Director and otherwise comply with the requirements of the Society Act.
13. A Director deemed by other Directors to be in a conflict of interest as determined by a majority vote of Directors may be restricted from voting on such proposed contract or transaction.
14. These Bylaws do not permit the Association to pay to a director remuneration for being a Director, but the Association may, subject to the Act, pay remuneration to a Director for services provided by the Director to the Association in another capacity.

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15. A contract or other record to be signed by the Association must be signed on behalf of the Association:

1. by the president, together with one other director,
2. if the president is unable to provide a signature, by the vice-president together with one other director,
3. if the president and vice-president are both unable to provide signatures, by any 2 other directors, or
4. in any case, by one or more individuals authorized by the Board to sign the record on behalf of the Association.

PART 7 – AUDITOR

1. This part applies only if the Association is required or has resolved to have an auditor.
2. The first auditor must be appointed by the Directors, who must also fill all vacancies occurring in the office of auditor.
3. At each AGM, the Association must appoint an auditor to hold office until the auditor is re- elected or a successor is elected at the next AGM.
4. An auditor may be removed by ordinary resolution.
5. An auditor must be promptly informed in writing of the auditor’s appointment or removal.
6. A Director or an employee of the Association will not be the auditor of the Association.
7. The auditor may attend General Meetings.

PART 8 – ELECTIONS

1. Before each Board election, the chairperson will ask for and accept any nominations from Members present at the AGM.
2. The election will be carried out by acclamation or by secret ballot.
3. All voting Members who are present at the AGM are entitled to one vote.

PART 9 – NOTICE TO MEMBERS

1. Notice of a General Meeting may be given to a member, either:
a. by email if the member provided an address for that purpose;

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2. by mail to the member’s Registered Address; or
3. hand delivered.

2. Notice sent by mail or email will be deemed to have been given on the second day following that on which the notice is sent, and in proving that notice has been given, it is sufficient to prove that the notice was sent to the address or email address provided by the member as required by these Bylaws.
3. Notice of a General Meeting will be given to every member shown on the register of Members on the day notice is given; and the auditor, if Part 7 applies.

PART 10 – BORROWING

1. Borrowing is not allowed unless approved by a majority of the Members present at a General Meeting.

PART 11 – BYLAWS

1. On being admitted to Membership, and upon request, each member is entitled to an electronic or hard copy of the Constitution and Bylaws of the Association.
2. These Bylaws will not be altered or added to except by special resolution.
3. Amendments to the Constitution and Bylaws of the Association may be made by special resolution at a General Meeting, provided:

b.

a. 14 days’ notice of the meeting with specific amendments proposed is given to all Members; and

a majority of not less than 66 % of the votes cast by Members present at the meeting is required to adopt the proposed amendments.

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