Constitution
The name of the Society is the British Columbia Crown Counsel Association.
The purposes of the Association are: to represent Crown Counsel in matters regarding remuneration, benefits, employment conditions, and other terms and conditions of employment/services; to create, promote and encourage better understanding, unity, and cooperation among the Members of the Association; and to represent without restriction Crown Counsel in all matters of professional interest.
The British Columbia Crown Counsel Association is an Association of Crown Counsel employed by or on contract with the Attorney General of British Columbia who perform duties relating to the administration of criminal justice throughout the province.
Bylaws
Part 1: Definitions
1. Definitions
“Annual Membership Contribution Rate” means the percentage rate by which salary deduction contributions to the Membership Fees are calculated for the ensuing calendar year, set by the Board.
“Association” means the British Columbia Crown Counsel Association.
“Associate Member” means a former Member who wishes to support the Association and its activities by contributing an Associate Membership Fee.
“Associate Membership Fee” means the annual fees for Associate Members for the ensuing calendar year, set by the Board.
“Board” means the Directors of the Association elected to serve on the Board of Directors as provided for in this Constitution.
“Crown Counsel” means anyone defined in Section 4.1(1) of the Crown Counsel Act, R.S.B.C. 1996 Ch. 87, but does not include counsel retained by the Attorney General to prosecute on an ad hoc basis.
“Director” means a person elected or appointed to serve on the Board of Directors.
“Extraordinary Fee” means any fee levied on the Members by the Board other than the Membership Fees.
“Member” means any Crown Counsel who has paid his Membership Fees to the Association.
“Membership Fees” means the annual congregate of all the deductions from salary paid by the Member, calculated by use of the Annual Membership Contribution Rate.
“Society Act” means the Society Act of the Province of British Columbia from time to time in force and all amendments to it.
In this Constitution and these Bylaws, words importing a male person include a female person, words importing a female person include a male person, and either word includes a corporate entity. Words importing the singular include the plural, and vice versa.
Part 2: Membership
2. Any Crown Counsel may apply for membership in the Association, and the commencement of the deduction of their contributions to the Membership Fees from their salary, by completing a membership form and forwarding it to the office of the Association.
3. Each Member shall pay their contributions to the Membership Fees and any Extraordinary Fee when due.
4. Every Member shall uphold this Constitution and comply with these Bylaws.
5. All Members are in good standing except a Member who has failed to pay their contributions to the Membership Fees or any Extraordinary Fee when due and the member is not in good standing so long as the Membership Fees or the Extraordinary Fee, as the case may be, remains unpaid.
6. Every Member who is in good standing has the following rights:
- to attend annual and special meetings of the Association;
- to elect in accordance with clause 14 the number of Directors designated for the region to which the Member is appointed; and
- to vote on all matters coming before an annual general meeting or special meeting of the Association.
7. A Member shall cease being a Member:
- by delivering his resignation in writing to the Secretary or by mailing or delivering the resignation to the address of the Association;
- on her death;
- on being expelled;
- on having been a Member not in good standing for three continuous months; or
- on no longer meeting the definition of Crown Counsel, for any reason.
8. A Member may be expelled by a special resolution of the Members passed at an annual general meeting or special meeting. The notice of special resolution for expulsion shall be accompanied by a brief statement of the reason or reasons for the proposed expulsion. The Member who is the subject of the proposed resolution for expulsion shall be given an opportunity to be heard at the general meeting before the special resolution is put to a vote.
9. Members not in good standing and Crown Counsel who have ceased being Members may have their names posted in memos distributed to Members.
10. A Member in good standing present, in person or by proxy, at a meeting of Members is entitled to one vote.
11. Every Member entitled to vote at a general meeting may, by written proxy, appoint a proxyholder as his nominee to attend and act at the meeting in the manner, to the extent and with the power conferred by the proxy. Only Members may be appointed proxyholders. Every proxyholder has the same rights as the Member who appointed her to speak at the meeting.
12. Associate Members are not entitled to attend annual general meetings, or special meetings, nor are they entitled to vote for Directors, but they are entitled to receive the minutes of the meetings, and any other reports and memos that Members are entitled to receive.
Part 3: Regions
13. Each Member shall be assigned by the Board to a region.
14. The Members of each region shall elect the number of Directors allotted to that region in October of each year. The election of Directors may take place via email, or such other mechanism as the Members in the region agree upon.
15. The number of regions in the Association shall be five: Vancouver/CASP, New Westminster, Kamloops, Prince George and Vancouver Island. The boundaries of the regions, unless otherwise determined by the Board, will be as described from time to time by the Criminal Justice Branch of the Ministry of the Attorney General.
16. The members in each region shall elect to the Board the following number of directors:
Vancouver/CASP/HQ: 3 directors
Fraser Region: 2 directors
Vancouver Island/CASP/HQ: 1 director
The North: 1 director
Thompson/Okanagan/Kootenays: 1 director
Part 4: Directors
17. The Association shall have 8 directors. A Director must be a Member of the Association. Separate elections shall be held in accordance with clause 14 for each Director’s office to be filled. An election may be by acclamation, otherwise it shall be by ballot, or other means as provided in clause 14. If no successor is elected or acclaimed, the previous director continues to hold office.
18. Directors will serve for a period of one year from November 15 to November 15, notwithstanding the election of the directors prior to that date.
19. A director shall cease to be a director:
- upon the death of the Director;
- if the Director resigns by notice in writing to the Board; or
- if the Director ceases to be a Member for any reason.
20. A quorum of a meeting of the Board of Directors shall be five.
21. A resolution in writing signed by a quorum of the Directors shall be as valid and effective as if it had been duly passed at a meeting of Directors. A resolution in electronic format signed electronically by a quorum of Directors via email shall also be as valid and effective as if it had been duly passed at a meeting of Directors. Any resolution in writing or by email must be distributed to all directors prior to any signatures.
22. A meeting of the Directors may be convened by the President or any 3 Director at any time or place with 3 days notice given to each Director, or without notice with the consent of all Directors. Meetings may be conducted in person, via teleconference or by electronic communication.
23. At any meeting of the Board, in the event of a tie vote, the President, and in the absence of the President the Vice-President, may, discretionarily, cast a second vote.
24. Where a Director ceases to be a Director for any reason, the Board may appoint a Member from that Director’s region to fill that vacancy until the next election of Directors.
25. The management and administration of the affairs of the Association shall be vested in the Directors. Every Director shall at all times be indemnified and saved harmless, from the funds of the Association, against all costs, charges and expenses which the Director sustains or incurs regarding any action or prosecution brought against that Director arising from the execution of the duties of office.
Part 5: Officers
26. At the first Director’s meeting after November 15 of each year, the Directors will elect among themselves the Officers of the Association for the ensuing year.
27. The Officers of the Association are: the President, Vice-President, Secretary and Treasurer, with respective duties as determined by the Board.
28. The Secretary shall
- conduct the correspondence of the Association;
- issue notices of meetings of the Association and the Board;
- keep minutes of all meetings of the Association and the Board;
- have custody of all records and documents of the Association except those required to be kept by the Treasurer;
- maintain the register of Members.
29. The Treasurer shall
- keep the financial records, including books of account, necessary to comply with the Society Act; and
- render financial statements to the Board, Members and others when required.
30. The President, or in his absence the Vice-President, shall preside at all meetings of the Board.
Part 6: Meetings-Annual or Special
31. The first annual general meeting of the Members shall be held not more than 15 months after the date of incorporation. Thereafter, an annual general meeting shall be held at least once in every calendar year, and not more than 15 months after the adjournment of the previous annual meeting.
32. The Directors shall present the financial statements of the Association, and a Director’s report at the annual general meeting.
33. Notice of an annual general meeting shall be given to all Members at least 14 days prior to such meeting; no additional notice shall be required for any adjournments.
34. The Board may call a special meeting of the Association for any purpose, with at least 14 days notice given to the Members indicating the time and place of such meeting, and the topic(s) to be considered. No additional notice shall be required for any adjournments.
35. At an annual general meeting or special meeting, each Member shall be entitled to vote on resolutions, either in person or by written proxy or by teleconference or such other method of voting as agreed upon in advance by the Members. All resolutions, except special resolutions, will be effectively passed by a majority of votes cast. Special resolutions will be effectively passed by three quarters of votes cast.
36. This Constitution may not be altered except by a special resolution.
37. A quorum for the transaction of business at any annual general meeting or special meeting shall be ten percent of the Membership.
Part 7: The Seal
38. The Board may provide a common seal for the Association and may destroy a seal and substitute a new seal in its place. The common seal shall be affixed only when authorized by a resolution of the Board and then only in the presence of the President and Secretary.
Part 8: Finance
39. 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 the manner it decides, and in particular, by the issue of debentures, provided that no debenture shall be issued without the sanction of a special resolution. The Members may, by special resolution, restrict the borrowing powers of the Board, but any such restriction imposed expires at the following annual general meeting. |
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