Constitution and Bylaws

1. To promote ethical and professional standards among its membership.
2. To promote public awareness of the Infant Development, Aboriginal Infant Development, Supported Child Development and Aboriginal Supported Child Development Programs in B.C.
3. To promote the exchange of information and research between professionals working in the field of early intervention.
4. To promote public awareness of early intervention in B.C.
5. To serve as a unified voice for members of the Association.

ARTICLE 1

Definition of Membership

The members of the Association are the applicants for incorporation of the Association and those persons who subsequently have become members in accordance with these by-laws and in either case have not ceased to be members.

ARTICLE 2

Eligibility for Membership

1. Full Membership:
   You are eligible to become a Full member in the Association if you are employed as an Infant Development, Aboriginal Infant Development, Supported Child Development or Aboriginal Supported Child Development Consultant in B.C. and follow the guidelines as set out in your Provincial Manual.
2. Associate Membership:
   You are eligible to become an Associate Member in the Association if you are not employed as an Infant Development, Aboriginal Infant Development, Supported Child Development or Aboriginal Supported Child Development Consultant in B.C. and/or are interested in the purposes of the Association.

ARTICLE 3

Application for Membership

1. A person may apply to the directors for membership in the Association and on acceptance by the directors shall be a member.
2. A person may apply to the directors to be and “Associate” of the Association and on acceptance by the directors shall be an associate.

ARTICLE 4

Membership Responsibilities

Every member shall uphold the constitution and comply with these by-laws.

ARTICLE 5

Membership Dues

1. The annual membership dues shall be determined at the Annual General Meeting of the Association.
2. Associates shall pay an annual fee as determined at the Annual General Meeting of the Association.

ARTICLE 6

Termination of Membership

A person shall cease to be a member of the Association:

1. by delivering his resignation in writing to the secretary of the Association or
2. by mailing it to the address of the Association or
3. on his death or in the case of a corporation on dissolution or
4. on being expelled or
5. on having become a member not in good standing for the first six months of the calendar year.

ARTICLE 7

Expulsion of a member

1. A member may be expelled by a special resolution of the members passed at a general meeting.
2. The notice of special resolution for expulsion shall be accompanied by a brief statement of the reason or reasons for the proposed expulsion.
3. The person who is the subject of the proposed resolution for expulsion shall be given an opportunity to be heard at a general meeting before the special resolution is put to a vote.

ARTICLE 8

Members in good standing

All members are in good standing except a member who has failed to pay his current annual membership fee or any other subscription or debt due and owing by him to the Association.

ARTICLE 1

General meetings of the Association shall be held at such time and place, in accordance with the Societies Act, as the directors decide.

ARTICLE 2

Every general meeting, other than an annual general meeting, is an extraordinary general meeting.

ARTICLE 3

The directors may whenever they think fit, convene an extraordinary general meeting.

ARTICLE 4

Notice of a general meeting

1. Notice of a general meeting shall specify the place, the day, and the hour of the meeting and in case of special business, the general nature of that business.
2. The accidental omission to give notice of 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.

ARTICLE 5

Annual General Meeting

The first annual general meeting of the Association shall be held not more than 15 months after the date of incorporation and thereafter an annual general meeting shall 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. The Annual General Meeting can be delivered to its members in any of the following processes: in person, electronically or by teleconference.

ARTICLE 1

Special business is:

1. all business at an extraordinary general meeting except the adoption of rules of order; and
2. all business transacted at an annual general meeting, except;
3. the adoption of rules of order;
4. the consideration of the financial statements;
5. the report of the directors;
6. the report of the auditor, if any;
7. the election of directors;
8. the appointment of the auditor, if required; and
9. such other business that, under these bylaws, ought to be transacted at an annual general meeting, or business which is brought under consideration by the report of the directors issued with the notice convening the meeting.

ARTICLE 2

Lack of quorum

1. No business, other than the election of a chairman and the adjournment or termination of the meeting, shall be conducted at a general meeting at a time when a quorum is not present.
2. If at any time during a general meeting there ceases to be a quorum present, business then in progress shall be suspended until there is a quorum present or until the meeting is adjourned or terminated.
3. a quorum is three (3) members present or such greater number as the members may determine at a general meeting.
4. If within thirty (30) minutes from the time appointed for a general meeting a quorum is not present, the meeting, if convened on the requisition of members, shall be terminated; but in any other case, it shall 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 thirty (30) minutes from the time appointed for the meeting, the members present constitute a quorum.

ARTICLE 3

Chairman of a General Meeting

Subject to bylaw 21, the president of the society, the vice-president or in the absence of both, one of the other directors present, shall preside at a general meeting.

ARTICLE 4

If at a general meeting:

1. There is no president, vice-president or other director present within fifteen (15) minutes after the time appointed for holding the meeting; or
2. the president and all the other directors present are unwilling to act as presiding member, the members present shall choose one of their number to preside.

ARTICLE 5

A general meeting may be adjourned from time to time and from place to place, but no business shall be transacted at an adjourned meeting other than the business shall be transacted at an adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

When a meeting is adjourned for ten (10) days or more, notice of the adjourned meeting shall be given as in the case of the original meeting.

Except as provided in this bylaw, it is not necessary to give notice of an adjournment or of the business to be transacted at an adjourned general meeting.

ARTICLE 6

No resolution proposed at a meeting need be seconded and the presiding member of a meeting may move or propose a resolution.

In case of an equality of votes the presiding member shall not have a casting or second vote in addition to the vote to which the presiding member may be entitled as a voting member and the proposed resolution shall not pass.

ARTICLE 7

Voting

1. A voting member in good standing present at a meeting of members is entitled to one vote.
2. Associates will not have a vote. Associates are encouraged to attend and participate at general meetings, work on committees and other projects as determined by the directors.
3. Voting is by show of hands, by written ballot or email, as determined by the directors.
4. Voting by proxy is not permitted.
5. Voting is by show of hands, by written ballot or email, as determined by the directors.

ARTICLE 8

A corporate member may vote by its authorized representative who is entitled to speak and vote, and in all other respects exercise the rights of a member and that representative shall be reckoned as a member for all purposes with respect to a meeting of the Association.

ARTICLE 1

Board of Directors

1. The Association will be managed by a minimum of ten (10) directors. This Board will consist of Members at Large, one Regional Representative from each geographic region and the Immediate Past President.
2. The directors may exercise all such powers and do all such acts and things that the Association may exercise and do, and which are not by these by-laws or by statute or otherwise lawfully directed or required to be exercised or done by the Association in general meeting, but subject, nevertheless, to the provisions of all laws affecting the Association; these by-laws; and rules, not being inconsistent with these bylaws, which are made from time to time by the Association in general meeting.
3. No rule, made by the Association in general meeting, invalidates a prior act of the directors that would have been valid if that rule had not been made.

ARTICLE 2

Terms of Office

1. The term of office shall be two (2) years.
2. The maximum number of consecutive terms each member of the Board of Directors may serve shall be four (4) which translates to eight (8) years.
3. The position of Immediate Past President shall be two (2) years.

ARTICLE 3

Election of Board of Directors

• The Election of Regional Representatives

1. The election of Regional Representatives shall be conducted during the regional component of the annual general meeting. This election shall take place biannually alternating with the election of Members at large.
2. This meeting shall be chaired by the current Regional Representative. In the absence of this representative the regional members shall decide who shall chair this meeting.
3. Each region shall elect one (1) or (2) Representatives
4. Members may request election by show of hands or secret ballot.
5. Regional representatives may be appointed by the executive should a position become vacant.

• Election of Members at Large

1. Election of the Members at Large shall take place at the Annual General meeting. This election shall take place biannually alternating with the election of Regional Representatives.
2. The Members at Large shall be elected by the general membership.
3. Members may request election by show of hands or secret ballot.

ARTICLE 4

Selection of Table Officers, Committee Coordinators, and other positions

1. Positions shall be determined by the elected directors at the first executive meeting after the Annual General Meeting.
2. This first meeting shall take place as soon as practical to allow for the meeting of new and old directors and to exchange duties and materials. It is strongly recommended that this meeting take place BEFORE newly elected officers disperse to home regions.
3. The Table officers, committee coordinators, and other members serving on the Board during the previous term shall remain in those positions until the above meeting has taken place.
4. Table officers shall include President, Vice President, Secretary and Treasurer.
5. Committee Coordinators shall preside over standing and ad-hoc committees as determined by the Board.
6. Upon election of a new president, the previous president shall automatically become Immediate Past President for a term of two (2) years.

ARTICLE 5

Duties of the Board of Directors

1. Powers of the Board
   The Board of Directors may exercise all such powers and do all such acts and things that the Association may exercise and do, and which are not by these by-laws or by statute or otherwise lawfully directed or required to be exercised or done by the society in general meeting, but subject, nevertheless, to the provisions of:
   1. all laws affecting the Association;
   2. these by-laws; and rules not being inconsistent with these by-laws, which are made from time to time by the Association in a general meeting.
2. Rules made by the Board
   No rule, made by the Association in general meeting, invalidates a prior act of the directors that would have been valid if that rule had not been made.
3. Removal from Office
   The members may, by special resolution, remove a director before the expiration of his term of office, and may elect a successor to complete the term of office.
4. Remuneration
   No director shall be remunerated for being or acting as a director but a director shall be reimbursed for all expenses necessarily and reasonably incurred while engaged in the affairs of the society.

ARTICLE 1

Meetings

1. The directors may meet together at the places they think fit to dispatch business, adjourn and otherwise regulate their meetings and proceedings as they see fit.
2. The directors may from time to time fix the quorum necessary to transact business, and unless so fixed the quorum shall be a simple majority of the directors then in office.
3. The president shall be chairman at all meetings of the directors, but if at a meeting the president is not present within thirty (30) minutes after the time appointed for holding the meeting, the vice president shall act as chairman; but if neither is present the directors present may choose one of their number to preside at that meeting.
4. A director may at any time, and the secretary, on the request of a director, shall convene a meeting of the directors.
5. Questions arising at a meeting:
   1. Questions arising at any meeting of the directors and committee of directors shall be presided by a majority of votes.
   2. In case of an equality of votes the chairman does not have a second or casting vote.
6. For a first meeting of directors held immediately following the appointment of 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 directors is present.

ARTICLE 2

Absent Directors

1. A director who may be absent temporarily from British Columbia may send or deliver to the address of the Association a waiver of notice, which may be by letter, telegram or email, of any meeting of the directors and may at any time withdraw the waiver, and until the waiver is withdrawn.
2. no notice of meeting of directors shall be sent to that director, and
3. any and all meeting of directors of the Association, notice of which has not been given to that director shall, if a quorum of the directors is present, be valid and effective.

ARTICLE 3

No resolution proposed at a meeting of directors or committee of directors need be seconded and the presiding member of a meeting may move or propose a resolution.

ARTICLE 4

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.

ARTICLE 1

President

1. The president shall preside at all meetings of the Association and of the directors.
2. The president is the chief executive officer of the Association and shall supervise the other officers in the execution of their duties.

ARTICLE 2

Vice President

The vice-president shall carry out the duties of the president during his absence

ARTICLE 3

Secretary

The secretary shall:

1. conduct the correspondence of the Association;
2. issue notices of meetings of the Association and directors;
3. keep minutes of all meetings of the Association and directors;
4. have custody of all records and documents of the society except those required to be kept by the treasurer;
5. have custody of the common seal of the Association; and
6. maintain the register of members

ARTICLE 4

Treasurer

The treasurer shall:

1. keep the financial records, including books of account, necessary to comply with the Society Act, and
2. render financial statements to the directors, members and others when required;

ARTICLE 5

Secretary/Treasurer

1. the offices of secretary and treasurer may be held by one person who shall be known as the secretary-treasurer
2. where a secretary-treasurer holds office the total number of directors shall not be less than five (5) or such greater number as may have been determined pursuant to bylaw 25 (2) {Revised 1996 : Part V: Article 2, c.}
3. in the absence of the secretary from a meeting, the directors shall appoint another person to act as secretary at the meeting.

ARTICLE 1

Provision of Seal

The directors may provide a common seal for the Association, and may destroy a seal and substitute a new seal in its place.

ARTICLE 2

Authorization of the Seal

The common seal shall be affixed only when authorized by a resolution of the directors and then only in the presence of the persons prescribed in the resolution, or if no persons are prescribed, in the presence of the president and secretary or president and secretary treasurer.

ARTICLE 1

In order to carry out the purposes of the Association the directors may, on behalf of and in the name of the Association, raise or secure the payment or repayment of money in the manner they decide, and, in particular but without limiting the generality of the foregoing, by the issue of debentures.

ARTICLE 2

No debenture shall be issued without the sanction of special resolution.

ARTICLE 3

The voting members may by special resolution restrict the borrowing powers of the directors, but a restriction imposed expires at the next annual general meeting

This Part applies only where the Association is required or has resolved to have an auditor.

ARTICLE 1

The first auditor shall be appointed by the directors who shall also fill all vacancies occurring in the office of the auditor.

ARTICLE 2

At each annual general meeting the Association shall appoint an auditor to hold office until re-election or until a successor is elected at the next annual general meeting.

ARTICLE 3

An auditor may be removed by ordinary resolution.

ARTICLE 4

An auditor shall be promptly informed in writing of appointment or removal.

ARTICLE 5

No director and no employee of the Association shall be an auditor.

ARTICLE 6

The auditor may attend general meetings.

ARTICLE 1

A notice may be given to a member, either personally, by email or by mail at the registered address.

ARTICLE 2

A notice sent by mail shall be deemed to have been given on the second day following that on which the notice is posted, and in proving that notice has been given it is sufficient to prove the notice was properly addressed and put in a Canadian post office receptacle.

ARTICLE 3

Notice of a general meeting shall be given to

1. Every member shown on the register of members on the day notice is given; and the auditor, if Part 10 applies.
2. No other person is entitled to receive a notice of general meeting.

On being admitted to membership, each member is entitled to and the Association shall on request, without charge, provide a copy of the constitution and bylaws of the society.

ARTICLE 1

These bylaws shall not be altered or added to except by special resolution.

ARTICLE 2

Amendments to By-laws

1. Amendments to these by-laws may be initiated by the directors or by any member by written proposal to the directors not later than 30 days before the next annual general meeting or at an extraordinary general meeting at which the motion is to be introduced.
2. The Corresponding Secretary shall send a notice of the motion to every member not later than fourteen (14) days before the date of the Annual General Meeting or the extraordinary general meeting.
3. Seventy-five (75) percent vote of those voting members present at the Annual General Meeting or extraordinary meeting will be necessary for adoption.