Transforming Education Society is a charitable non-profit organization formed under the British Columbia Society's Act and registered with Canada Customs and Revenue Agency.
I The purpose is to support personalized, democratic, self-determined learning environments.
II The philosophy is based on our belief that children's natural curiosity and vitality should guide their learning experiences, which may take many different forms. We believe that personalized, democratic, self-determined learning environments afford the optimal opportunity for children to learn and to thrive both as individuals and as members of their communities. We are committed to the idea that respect is the cornerstone of this philosophy.
1 (1) In these bylaws, unless the context otherwise requires:"directors" means the directors of the society for the time being;"Society Act" means the Society Act of British Columbia from time to time in force and all amendments to it;"registered address" of a member means the member's address as recorded in the register of members.
(2) The definitions in the Society Act on the date these bylaws become effective apply to these bylaws.
2 Words importing the singular include the plural and vice versa, and words importing a male person include a female person and a corporation.
4 All individuals (we are committed to supporting accepting environments for everyone, including, but not limited to, people of different ages, racial, ethnic, or economic backgrounds, sexual preference, or gender identity, and persons with disabilities) who support the PURPOSE and PHILOSOPHY of the Transforming Education Society may apply for membership. All applicants must submit a written application to the Board of Directors. On acceptance by the Board, they become full voting members.
5 Every member must uphold the constitution and comply with these bylaws.
6 The amount of the first annual membership dues must be determined by the directors and after that the annual membership dues must be determined at the annual general meeting of the society.
(3) The person who is the subject of the proposed resolution for expulsion must be given an opportunity to be heard at the general meeting before the special resolution is put to a vote.
9 All members are in good standing except a member who has failed to pay his or her current annual membership fee, or any other subscription or debt due and owing by the member to the society, and the member is not in good standing so long as the debt remains unpaid.
13 (1) Notice of a general meeting must specify the place, day and hour of the meeting, and, in case of special business, the general nature of that business.
(2) 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.
14 The first annual general meeting of the society must be held not more than 15 months after the date of incorporation and after that an annual general meeting must be held at least once in every calendar year and not more than 15 months after the holding of the last preceding annual general meeting.
17 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, but in any other case, it must stand adjourned to the same day in the next week, at the same time and place, and if, at the adjourned meeting, a quorum is not present within 30 minutes from the time appointed for the meeting, the members present constitute a quorum.
18 Subject to bylaw 19, the president of the society, the vice president or, in the absence of both, one of the other directors present, must preside as chair of a general meeting.
20 (1) A general meeting may be adjourned from time to time and from place to place, but business must not be conducted at an adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.
21 (1) A resolution proposed at a meeting need not be seconded, and the chair of a meeting may move or propose a resolution.
(2) Voting is by show of hands, unless there is a motion for a secret ballot.
(c) rules, not being inconsistent with these bylaws, that are made from time to time by the society in a general meeting.
(2) A rule, made by the society in a general meeting, does not invalidate a prior act of the directors that would have been valid if that rule had not been made.
25 (1) The president, vice president, secretary, treasurer and one or more other persons are the directors of the society.
(2) The number of directors must be 5 or a greater number determined from time to time at a general meeting.
26 (1) The directors must retire from office at each annual general meeting when their successors are elected.
28 (1) If a director resigns his or her office or otherwise ceases to hold office, the remaining directors must appoint a member to take the place of the former director.
(2) An act or proceeding of the directors is not invalid merely because there are less than the prescribed number of directors in office.
32 (1) The directors may delegate any, but not all, of their powers to committees consisting of the director or directors as they think fit.
(2) A committee so formed in the exercise of the powers so delegated must conform to any rules imposed on it by the directors, and must report every act or thing done in exercise of those powers to the earliest meeting of the directors held after the act or thing has been done.
33 A committee must elect a chair of its meetings, but if no chair is elected, or if at a meeting the chair is not present within 30 minutes after the time appointed for holding the meeting, the directors present who are members of the committee must choose one of their number to be the chair of the meeting.
34 The members of a committee may meet and adjourn as they think proper.
35 For a first meeting of directors held immediately following the appointment or election of a director or directors at an annual or other general meeting of members, or for a meeting of the directors at which a director is appointed to fill a vacancy in the directors, it is not necessary to give notice of the meeting to the newly elected or appointed director or directors for the meeting to be constituted, if a quorum of the directors is present.
37 (1) Questions arising at a meeting of the directors and committee of directors must be decided by a majority of votes.
38 A resolution proposed at a meeting of directors or committee of directors need not be seconded, and the chair of a meeting may move or propose a resolution.
39 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.
40 (1) The president presides at all meetings of the society and of the directors.
41 The vice president must carry out the duties of the president during the president's absence.
45 In the absence of the secretary from a meeting, the directors must appoint another person to act as secretary at the meeting.
46 The directors may provide a common seal for the society and may destroy a seal and substitute a new seal in its place.
47 The common seal must be affixed only when authorized by a resolution of the directors and then only in the presence of the persons specified in the resolution, or if no persons are specified, in the presence of the president and secretary or president and secretary treasurer.
49 A debenture must not be issued without the authorization of a special resolution.50The members may, by special resolution, restrict the borrowing powers of the directors, but a restriction imposed expires at the next annual general meeting.
51 This Part applies only if the society is required or has resolved to have an auditor.
52 The first auditor must be appointed by the directors who must also fill all vacancies occurring in the office of auditor.
54 An auditor may be removed by ordinary resolution.
55 An auditor must be promptly informed in writing of the auditor's appointment or removal.
57 The auditor may attend general meetings.
58 A notice may be given to a member, either personally, by email, or by mail to the member at the member's registered address.
62 These bylaws must not be altered or added to except by special resolution.
63 The financial year will be from the 1st of August until the 31st of the following July.
64 Fundraising activities must be approved by the Board.
65 Disbursements shall be made by two officers of the Board authorized to sign checks.
66 The Board shall see that all necessary books and records required by the Bylaws or by any applicable statute or laws are regularly and properly kept.
67 The Treasurer is duly authorized to sign income tax receipts for donations.