a) To promote and advance the interests of its members and the kinesiologists of British Columbia,
b) To provide programs and services to its members and the kinesiologists of British Columbia,
c) To represent its members and the kinesiologists of British Columbia to the public, governments, news media, other health care professions, the health care industry, and others,
e) To co-operate with organizations representing kinesiologists in other Canadian provinces and territories, and elsewhere,
f) To co-operate with governments and with other associations, corporations, and persons to advance these purposes,
g) To solicit, collect, receive, acquire, hold and invest money and property, both real and personal, received by gift, contribution, bequest devised, or otherwise, selling and converting property, both real and personal, into cash, and use the funds of the Society and the proceeds, income, and rents derived from any property of the Society in furtherance of the purposes set out above,
h) To purchase, lease, sell or hold such property, equipment and materials as are deemed necessary to accomplish the Society’s purposes, and
i) To do all such other things as may be necessary or conducive to the attainment of these purposes.
This society is a member-funded society. It is funded primarily by its members to carry on activities for the benefit of its members. On its liquidation or dissolution, this society may distribute its money and other property to its members.
1.1 In the constitution and the bylaws:
a) “Act” means the Societies Act, and “Regulations” means any regulations enacted under the Act,
b) “AGM” means an annual general meeting,
c) “Board” or “Board of Directors” means the directors of the Society for the time being, acting as a body,
d) “director” means a director of the Society,
e) “general meeting” includes an AGM and a special general meeting,
f) “member” means a member of the Society,
g) “registered address” means a member’s address as recorded in the register of members,
h) “Society” or “Association” means British Columbia Association of Kinesiologists,
i) “constitution”, “bylaws”, “special resolution” and “ordinary resolution” have the meaning given to them in the Act,
j) “written” means any mode of representing or reproducing words in written form, including printing, lithography, typewriting, photography, e-mail, and fax,
k) the singular includes the plural and vice versa, and
l) persons include corporations and associations.
1.2 1) The definitions in the Act apply to the bylaws.
2) if there is a conflict between the bylaws and the Act or the Regulations, the Act or the Regulations, as the case may be, prevail.
1.3 The Society must on request provide a member a copy of the current constitution and bylaws, without charge.
1.4 The constitution and bylaws can only be altered by special resolution.
1.5 The Society must not distribute any of its money or other property except as permitted by the Act.
1.6 The purposes of the Association shall be carried out with purpose of gain for its members and any profits or other accretions to the Associations shall be used for promoting its purposes. This provision was previously unalterable.
1.7 In the event of the dissolution of the Association funds and assets of the Association remaining after the satisfaction of its debts and liabilities, shall be given or transferred to such organization or organizations with similar purposes in British Columbia, as may be determined by the members of the Association at the time of dissolution provided that such organization or shall be a registered charity recognized by Revenue Canada Taxation as being qualified as such under the provisions of the Income Tax Act of Canada from time to time in force. If effect cannot be given to the aforesaid provisions, then such funds shall be given or transferred to a suitable level of local government. This provision was previously unalterable.
2.1 The members of the Society are the applicants for incorporation and those persons who subsequently become members in accordance with these bylaws and who, in either case, have not ceased to be members.
2.2 1) There are four categories of members: Practicing, Non-Practicing, Academic, and Associate.
2) A member, and an applicant for membership, must:
a) be of good moral character, and
b) demonstrate proficiency in the English language.
The Board may in its sole discretion permit a person who is not proficient in the English language to become and continue as a member where it would be just and equitable for the Society to do so.
3) A Practicing Member is a person who:
a) has received a four-year degree in kinesiology from a post-secondary educational institution in Canada where the degree and institution meet the standard set by the Board, or
b) has educational qualifications deemed by the Board to be equivalent to a four-year degree in kinesiology from a post-secondary education institution in Canada,
c) is employed or practices in British Columbia as a kinesiologist, or who wishes to become so employed or practicing, and
d) meets the continuing education requirements set by the Board.
4) A Non-Practicing Member is a person who is not employed or engaged in the practice of kinesiology in British Columbia who was formerly a Practicing Member, or a person who meets the requirements of bylaw 2.2 (3) (a) and (b), but does not wish to become a Practicing Member.
5) An Academic Member is a person who:
a) is enrolled in a course of studies leading to a bachelor’s, master’s or doctoral degree in kinesiology from a post-secondary educational institution in Canada that is recognized by the Board, or
b) is or was employed as a professor, instructor, or member of the faculty of a post-secondary educational institution in Canada that is recognized by the Board, in a faculty or department which offers courses in kinesiology, human kinetics, and related subjects.
6) An Associate Member is a corporation, association, organization, or individual that supports the purposes of the Society.
7) All members are entitled to notice of, to attend, and to speak at general meetings. Only Practicing and Non-Practicing Members have the rights to vote, to stand for election as and be directors, and to chair committees.
2.3 An application for membership must:
a) be in writing and in a form approved by the Board,
b) include the full name, address, e-mail address, and telephone number of the applicant,
c) indicate the category to which the applicant wishes to belong, and
d) In the case of an applicant that is a corporation or association, appoint an Authorized Representative,
e) include such other information as the Board may require, and
f) include annual membership dues.
2.4 1) A person may apply to the Board for membership, and becomes a member on:
a) satisfying bylaws 2.2 and 2.3,
b) acceptance by the Board, and
c) payment of annual membership dues and other applicable fees.
2) The Board may in its sole discretion approve, postpone, or refuse an application for membership.
3) The amounts of annual membership dues, membership application fees and if required translation fees for each category of Members must be set by resolution of the Board. The Board may reduce or waive the dues and fees payable by a member or a category of Members where it is just and equitable to do so, but if it does so, must inform all Members annually of the reduction or waiver, and the reasons for it.
4) Except where determined by the Act or the bylaws, the privileges and responsibilities of members of each class must be determined by resolution of the Board.
5) The Board may require that one or more categories of members become and continue as members in good standing of the Canadian Kinesiology Alliance/Alliance Canadienne de Kinésiologie.
6) The Board may require that a member provide proof of adequate professional liability insurance in the member’s name, or in the name of the member’s employer if applicable, or purchase such insurance, as a condition of such a member joining or renewing.
2.5 1) Membership is not transferable.
2) A membership is from January 1st – December 31st each year, and must be renewed annually, on or before a date set by the Board.
3) The Society must send a membership renewal notice to all members not later than November 30th each year.
4) A member who is renewing must comply with bylaws 2.3 and 2.4, as applicable.
5) The Board may determine reasonable fees for late renewal and reinstatement of membership.
6) Except where determined by the Act or the bylaws, the privileges and responsibilities of members of each category must be determined by resolution of the Board.
2.6 Every member and director must uphold the constitution, and must comply with:
a) the Act,
b) the bylaws,
c) any rules, regulations and policies made by the Society,
d) the Society’s code of ethics, and
e) any rules of order governing the conduct of general meetings and of meetings of the Board.
2.7 A member ceases to be a member on:
a) delivering a written resignation to the Society,
c) having been a member not in good standing for 30 days,
d) in the case of a member that is a corporation or association, on being dissolved, or
e) being expelled.
2.8 A member becomes a member not in good standing on failing to pay:
a) a debt due and owing to the Society, or
b) annual membership dues by or before the date set for their payment.
2.9 1) A member may be expelled by special resolution.
2) The notice of a special resolution for expulsion must be accompanied by a brief statement of the reason or reasons for the proposed expulsion.
3) A member who is the subject of a proposed special resolution for expulsion must be given an opportunity to be heard at the general meeting before the resolution is put to a vote.
2.10 1) A member may be suspended by resolution of the Board, provided that:
a) not less than 2/3 of the directors then in office are in favour of the resolution,
b) the suspension is for a substantive failure to comply with the constitution or bylaws, or for conduct prejudicial to the Society, notice of which in either case has been given to the member,
c) notice of the resolution is accompanied by a brief statement of the reason or reasons for the proposed suspension, and
d) the member is given reasonable notice of the resolution, and an opportunity to be heard at the meeting before the resolution is voted on.
2) A suspension under this bylaw ends not later than the adjournment of the next following general meeting, and cannot be renewed.
3.1 1) General meetings must be held at the time and place, in accordance with the Act and the bylaws, that the Board determines.
2) An AGM must be held at least once in every calendar year.
3) Every general meeting, other than an AGM, is a special general meeting.
3.2 1) The Board may when it thinks fit convene a special general meeting.
2) The members may requisition a general meeting under the Act.
4.1 1) Notice of a general meeting must:
a) specify the place, day and hour of meeting,
b) include the text of any special resolution to be proposed at the meeting,
c) state the nature of any business, other than ordinary business, to be transacted at the meeting in sufficient detail to permit a member receiving the notice to form a reasoned judgment concerning that business, and
d) be sent to all members not fewer than 30 days but not greater than 60 days before the meeting.
2) The accidental omission to send notice of a general meeting to a member, or the non-receipt of notice by a member, does not invalidate any proceedings at that meeting.
4.2 1) Notice of a general meeting must be given to:
a) every member shown on the register of members on the day notice is given, and
b) the auditor, if any.
2) No other person is entitled to receive a notice of general meeting.
4.3 A notice may be given to a member either personally, by mail, by e-mail or by other electronic means to the member at the member’s address or e-mail address, as shown in the register of members.
4.4 1) A notice sent by mail from the Society’s office is deemed to have been received two days after being mailed.
2) A notice sent by e-mail or other electronic means is deemed to have been received 24 hours after being sent.
4.5 A member must promptly and in writing notify the Society of any change in the member’s name, address, e-mail address, Authorized Representative, or telephone number.
5.1 1) The business at an AGM is to:
a) elect a chair, if required,
b) determine that there is quorum,
c) adopt rules of order,
d) approve the agenda,
e) review and approve the minutes of the last AGM and any intervening general meetings,
f) consider the report of the Board on its activities and decisions since the last AGM,
g) receive the financial statements for the previous financial year, and the auditor’s report (if any) on them,
h) appoint an auditor, if any,
i) elect directors,
j) business arising out the financial statements, the auditor’s report, the report of the Board, and any matter about which notice has been given in the notice of the meeting,
k) special resolutions, if any, of which notice has been given as required by the Act and the bylaws,
l) any members’ proposals under section 81 of the Act, and
2) The financial statements presented to an AGM must comply with the Act.
3) The business at a special general meeting is limited to:
a) adopting rules of order,
b) that set out in a requisition under bylaw 3.2, if applicable, and
c) that determined by the Board under bylaw 3.2.
5.2 1) Quorum at a general meeting is 5% of all Practicing and Non-Practicing Members, but not less than three such members, personally present at all times.
2) Business, other than the election of a chair and the adjournment or termination of the meeting, must not be conducted at a general meeting at a time unless a quorum of voting members is present.
3) 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.
4) A person who is entitled to participate in a general meeting may do so by telephone or other communications medium if all of the persons participating in the meeting, whether by telephone, by other communications medium or in person, are able to communicate with each other. The Society is not obligated to take any action to facilitate the use of any communications medium at a general meeting.
5.3 If within 30 minutes from the time set for holding a general meeting a quorum of voting members is not present:
a) in the case of a meeting convened on a requisition of members, the meeting is terminated, and
b) in any other case, the meeting stands adjourned to a time and place determined by the Board but not more than 14 days later, and if, at the adjourned meeting, a quorum is not present within 30 minutes from the time set for meeting, the voting members who are present constitute a quorum for that meeting.
5.4 1) A general meeting can only be adjourned by ordinary resolution.
2) A general meeting may be adjourned from time to time and from place to place, but no business may be transacted at an adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.
3) When a general meeting is adjourned for thirty days or more, notice of the adjourned meeting must be given as for the original meeting.
4) 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.
5.5 1) The President must chair each general meeting.
2) If the President is not present within 15 minutes after the time set for a meeting, or is unable or unwilling to act as chair, the Vice-President must be chair.
3) If neither the President nor the Vice-President is present within 15 minutes after the time set for a meeting, or neither of them is able or willing to act as chair, the members present may elect an individual who is present to be chair.
5.6 1) In the case of an equality of votes at a general meeting, the chair does not have a casting or second vote in addition to the vote to which the chair is entitled to as a member, and the resolution fails.
2) A resolution proposed at a general meeting must be seconded, and the chair may move or propose a resolution.
5.7 1) A Practicing or Non-Practicing Member who is in good standing is a voting member, and has the right to one vote at a general meeting.
2) Aquestion, resolution, or motion arising at a general meeting must be decided by ordinary resolution, unless it must under the Act or bylaws be decided by special resolution, or is another resolution having a higher voting threshold than that of an ordinary resolution.
3) Voting must be by show of hands, except when a secret ballot is required by:
a) the bylaws or Act,
b) ruling of the chair, or
c) ordinary resolution, voting on which must be by show of hands.
4) The chair of a meeting must announce the outcome of each vote, which must be recorded in the minutes of the meeting.
5) All members have the right to notice of and to attend general meetings.
5.8 1) Proxy voting is permitted on special resolutions, and otherwise prohibited.
2) A Practicing or Non-Practicing Member may appoint another such member to vote as the member’s proxy at a general meeting.
3) A member must not hold more than one proxy.
4) The instrument appointing a proxy must be in the following form, or in any other form that the Board approves:
I, , of , hereby appoint , of , as my proxy to vote for me and on my behalf at the general meeting of the British Columbia Association of Kinesiologists on the day of , 20 , and at any adjournment thereof.
Signed at this day of , 20 .
5) A proxy must be delivered to the Secretary not less than 15 minutes before the time appointed for a meeting.
5.9 Subject to the Act and these bylaws, a general meeting may adopt rules of order, but if it does not do so, then the most recent edition of Robert’s Rules of Order must be used.
6.1 Subject to the Act, the Regulations, the constitution and the bylaws, the Board must manage, or supervise the management of, the activities and internal affairs of the Society.
6.2 1) A director must, when exercising the powers and performing the functions of a director:
a) act honestly and in good faith with a view to the best interests of the Society,
b) exercise the care, diligence and skill that a reasonably prudent individual would exercise in comparable circumstances,
c) act in accordance with the Act and Regulations, and
d) subject to paragraphs (a) to (c), act in accordance with the bylaws.
2) Without limiting subsection (1), a director, when exercising the powers and performing the functions of a director, must act with a view to the purposes of the Society.
3) This section is in addition to, and not in derogation of, any enactment or rule of law or equity relating to the duties or liabilities of directors of a society.
4) Nothing in a contract or the bylaws relieves a director from
a) the duty to act in accordance with this Act and the Regulations, or
b) liability that, by any enactment or rule of law or equity, would otherwise attach to the director in respect of negligence, default, breach of duty or breach of trust of which the director may be guilty in relation to the Society.
6.3 1) The number of the directors for the year beginning at the AGM must be determined by resolution of the Board not fewer than 60 days before the AGM.
2) A director has a normal term of office of two years.
3) One half of the directors, or so near to one half as is reasonably practicable, must be elected at each AGM, so that at the adjournment of the meeting:
a) one half of the directors, or so near to one half as is reasonably practicable, must have remaining terms of two years, and
b) one half of the directors, or so near to one half as is reasonably practicable, must have remaining terms of one year.
A director may be elected to a term of office of one year so as to comply with this bylaw.
4) A director takes office at the adjournment of the AGM at which the director is elected, or when appointed.
5) A director, and a candidate for election as a director, must:
a) be a Practicing Member or a Non-Practicing Member in good standing, and
b) be qualified to be a director under section 44 of the Act,
c) be 18 years of age or older, and
d) have been a member of the Society for not less than 30 days.
6) An election must be by secret ballot, unless:
a) the members present unanimously agree that the election be by show of hands, or
b) there is only one candidate for a position, in which case the candidate must be declared to be elected.
7) A director must not be a director for more than six consecutive years. A director who has been a director for six consecutive years ceases to be a director, and must not be elected or appointed or hold office as a director for 365 days after that date.
8) In an election of directors, each voting member has a number of votes equal to the number of directors to be elected, but must not cast more than one vote for a candidate.
6.4 1) A candidate for election as a director must:
a) be nominated in writing by two Practicing Members or Non-Practicing Members in good standing, or by the Board,
b) consent to the nomination, in writing or in person, and
c) present the nomination to the Society not less than 30 days before the AGM.
2) A list of candidates, together with a biographical statement of not more than 500 words written by each candidate, must be sent to each voting member in good standing not less than 14 days before the AGM.
3) Nominations from the floor of the AGM are prohibited, unless there are fewer candidates than there are positions to be filled
6.5 A director ceases to be a director on:
a) the end of the director’s term of office, unless the director is re-elected,
b) resigning in writing,
c) being removed from office under bylaw 6.6,
d) ceasing to be a Practicing Member in good standing,
f) becoming unable to perform the duties of a director due to physical or mental disability, or
g) failing to attend three consecutive meetings of the Board without the consent of the Board, which consent must not unreasonably be withheld.
6.6 A director may be removed from office before the expiration of the director’s term of office by:
a) special resolution, or
b) a resolution of the Board of which not fewer than 75% of the directors then in office are in favour.
6.7 No act or proceeding of the Board is invalid only by reason that there are fewer directors in office than the number required by bylaw 6.3.
6.8 1) The Board may appoint a Practicing Member or a Non-Practicing Member in good standing as a director to fill a vacancy that arises as a result of the removal, resignation, death or incapacity of a director during the director’s term of office.”
2) A director so appointed holds office only until the adjournment of the next AGM, at which time an election must be held to fill the remainder of the term (if any). The appointed director is eligible to be elected.
6.9 A director:
a) must be reimbursed for expenses necessarily and reasonably incurred while engaged in the affairs of the Society, and
b) may be paid an honorarium, stipend or other remuneration for being and acting as a director, subject to it being approved in advance by ordinary resolution.
6.10 A director and a senior manager must comply with the provisions of the Act with regard to disclosure and to conflicts of interest.
7.1 1) The Board may meet together at the places it thinks fit to dispatch business, adjourn and otherwise regulate its meetings and proceedings, as it sees fit.
2) Quorum at a meeting of the Board is a simple majority of the directors then in office, but must not be fewer than three.
3) A meeting of the Board may be called by:
a) the President, or
b) any three directors, or
c) resolution of the Board.
4) Notice of a meeting of the Board is sufficient if properly addressed to every director, and sent by Canada Post or e-mail. Except where notice is waived by all directors, notice of a meeting of the Board must be given not less than 48 hours before the meeting.
5) 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 that meeting.
7.2 When a meeting of the Board is held immediately following the election or appointment of a director or directors, it is not necessary to give notice of the meeting to the new directors for the meeting to be constituted, if a quorum is present.
7.3 A director may waive in writing notice of any meeting or meetings of the Board and may at any time withdraw the waiver, and until the waiver is withdrawn:
a) no notice of meetings of the Board need be sent to that director, and
b) all meetings of the Board, notice of which have not been given to that director are, if a quorum is present, deemed to be valid and effective.
7.4 1) Except where otherwise required, a question arising at a meeting of the Board or a committee must be decided by a majority of votes.
2) A resolution proposed at a meeting of the Board or a committee need not be seconded, and the chair of such a meeting may move or propose a resolution.
3) In the case of an equality of votes at a meeting of the Board or a committee, the chair does not have a casting or second vote in addition to the vote to which the chair is entitled to as a member, and the motion or resolution is defeated.
7.5 A resolution in writing signed by all the directors is as valid and effective as if regularly passed at a meeting of the Board.
7.6 1) The Board may as it thinks fit delegate any, but not all, of its powers to a committee, and appoint the members and chair of the committee.
2) The Board must by resolution determine the names, chair, members, authority and responsibilities of a committee.
3) A committee must conform to any rules imposed on it by the Board, and must report every act or thing done in exercise of its powers to the next following meeting of the Board.
7.7 Subject to the Act and the bylaws, the Board may adopt rules of order, but if it does not do so then the most recent edition of Robert’s Rules of Order must be used.
8.1 1) The Board must at its first meeting following the AGM elect from amongst the directors a President, a Vice-President, a Secretary, and a Treasurer, who are the elected officers, and who have a normal term of office ending at the adjournment of the next following AGM.
2) The Board may:
a) dismiss an elected officer at any time, and elect another director to take that person’s place, and
b) elect a director to take the place of an elected officer who has ceased to hold office for any reason.
3) An elected officer ceases to be an elected officer on:
a) ceasing to be a director,
b) resigning in writing, or
c) resolution of the Board.
8.2 1) The Board may appoint an Executive Director, and set the remuneration and terms and conditions of employment of that person.
2) The Executive Director
a) is an appointed officer,
b) may also be titled the chief executive officer or general manager, and
c) is entitled to notice of, to attend, and to speak at, but not to vote at, meetings of the Board.
8.3 The President:
a) must supervise the other officers in the execution of their duties,
b) must chair all meetings of the Board and all general meetings, and
c) has the powers and duties generally pertaining to the office of President, subject to resolution of the Board.
8.4 In the absence or inability of the President, the Vice-President must perform the duties of the President.
8.5 The Secretary is responsible for doing, or making the necessary arrangements for:
a) issuing notices and taking minutes of general meetings and Board meetings,
b) keeping the records and documents of the Society in accordance with the Act, including the register of members,
c) conducting the correspondence of the Society, and
d) filing the annual report and making any other filings with the Registrar under the Act.
8.6 In the absence of the Secretary from a meeting, the Board must appoint another individual to act as Secretary.
8.7 The Treasurer is responsible for doing, or making the necessary arrangements for:
a) receiving and banking all monies received by the Society,
b) keeping accounting records in respect of the Society’s financial transactions,
c) preparing the Society’s financial statements, and
d) making the Society’s filings with respect to taxes.
9.1 The Society must not borrow money, or issue bonds, debentures, notes or other evidence of debt obligation unless that borrowing or debt is authorized by special resolution.
9.2 The Board must only invest the funds of the Society in investments in which a prudent investor might invest.
9.3 1) A member may without charge inspect a record that the Society is required to keep under section 20 of the Act.
2) The Board may by resolution restrict the members’ rights to inspect the register of members, under section 25 of the Act.
3) A director may without charge inspect a record of the Society that the Society is required to keep under section 20 of the Act.
4) A person other than a member or director cannot inspect the records of the Society, except as required or permitted by resolution of the Board, the bylaws, the Act, or another statute.
9.4 The Board must determine, by resolution, the:
a) financial year of the Society, and
b) signing officers of the Society, and their authority.
9.5 1) The Society must establish and maintain a regulatory reserve fund in an initial amount of not less than $200,000.00, in a separate account from any other funds and monies of the Society.
2) The Board may in its sole discretion add to the amount of the regulatory reserve fund.
3) The Society must invest the money in the regulatory reserve fund as determined by the Board, subject to the Board exercising the judgment and care, under the circumstances then prevailing, which persons of prudence, character and intelligence exercise in the management of their own affairs.
4) The Society can only withdraw money from and reduce the amount of the regulatory reserve fund if the withdrawal is approved by:
a) a resolution of which all the directors then in office are in favour, or
b) a special resolution.
5) Any interest or other income produced by the regulatory reserve fund may at the discretion of the Board be deposited to the general account of the Society.
9.6 1) The Society must establish and maintain a contingency fund in an initial amount of not less than $60,000.00.
2) The Board may in its sole discretion add to the amount of the contingency fund.
3) The Society must invest the money in the contingency fund as determined by the Board, subject to the Board exercising the judgment and care, under the circumstances then prevailing, which persons of prudence, character and intelligence exercise in the management of their own affairs.
4) The Society may withdraw money from and reduce the amount of the contingency fund if the withdrawal is approved by:
a) ordinary resolution, and a resolution of which a simple majority of the directors then in office are in favour, or
b) a resolution of which all the directors then in office are in favour, or
c) a special resolution.
5) Any interest or other income produced by the contingency fund may at the discretion of the Board be deposited to the general account of the Society.
10.1 This Part applies only where the Society is required or has resolved to have an auditor.
10.2 At each AGM the Society may appoint an auditor to hold office until the auditor is re-elected or a successor is elected at the next AGM, and determine the terms of engagement of the auditor, including whether the auditor will perform an audit, a review engagement, or another form of review.
10.3 An auditor may be removed by ordinary resolution.
10.4 An auditor must be promptly informed in writing of appointment or removal.
10.5 The auditor may attend general meetings.
10.6 The Board must fill all vacancies arising in the office of auditor between AGMs.