May/June President’s message
May 21 Social Media Expert Sean Cranbury
April 2013 President’s Message
Informally known as the chapter
bylaws, this document is formally known as Society
for Technical Communication Canada West Coast
Chapter "form 3" per British Columbia's Society Act,
and includes the chapter's:
This document was accepted (modified) at the AGM of 18
Form 3 - Constitution and Bylaws
- The name of the society is "Society for Technical Communication,
Canada West Coast Chapter"
- The objectives of the chapter are to advance the study and practice of
the arts and sciences of technical communication by:
- Encouraging research.
- Developing educational programs and establishing scholarships.
- Stimulating the exchange of information by means of publications,
meetings, and conferences.
- Recognizing outstanding accomplishments.
- Co-operating with other societies and institutions in mutually
Not for profit
- The objectives of the chapter shall be carried out without purpose
of gain for its members, and any profits or other accretions to the
chapter shall be used for promoting its purpose.
- On the winding up or dissolution of this chapter, funds or assets
remaining after all debts have been paid shall be transferred to the
Society for Technical Communication, Inc., or, if this cannot be done,
to another charitable institution recognized by Revenue Canada as
qualified under the provisions of the Income Tax Act of Canada.
- Paragraphs 3, 4, and this paragraph of this constitution are
unalterable in accordance with the Society Act.
The bylaws set forth here in numbered clauses
provide for the matters referred to in section 6(1) of the Society Act
and any other bylaws.
Part 1 – Interpretation
- In these bylaws, unless the context otherwise requires,
- these definitions apply:
- "directors" means the directors currently serving the chapter.
- "Society Act" means the Society Act of the Province of British
Columbia and all amendments to it.
- "registered address" means the address of a member as recorded in
the register of members.
- "chapter" means the Society for Technical Communication, Canada West
- "International Society" means the Society for Technical
Communication, Inc. a New York non-profit, charitable corporation.
- "program year" previously meant the 12 months typically starting at the end of
June each calendar year. In 2008 there will be a short year ending on December 31. From then onwards, the program year will be the same as the calendar year.
- On the date these bylaws become effective the definitions in the
Society Act apply to these bylaws.
- Words referring to the singular include the plural and vice versa;
and words referring to a male person include a female person and a
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Part 2 – Membership
- The members of the chapter are applying to incorporate the chapter,
along with those persons who subsequently become members and have not
ceased to be members as defined in these bylaws.
- All members of the Chapter must be members of the International
Society; they are assigned to the Chapter by the International Society.
The grades of membership, and the rights and privileges of those grades
of membership are described in Article III of the International
- An individual uses the official application form to apply for
membership. The application form may be sent directly to the
International Society headquarters or, alternatively, sent through the
chapter. Once the International Society office validates the membership
application, the applicant is admitted to the Society. A member in a
merging organization is admitted to whatever membership grade the
International Society membership committee decides is most nearly
equivalent to the grade held in that organization.
- Every member agrees to uphold the constitution and comply with these
- Annual membership dues for the chapter, if any, may be reviewed by
- A person ceases to be a member of the chapter if membership of the
International Society is terminated by resignation, non-payment of dues,
or expulsion by the International Society. The International Society
board may, by a two-thirds vote, suspend or expel a member for cause
after an appropriate hearing before the board. Falsification or
misrepresentation in an application is cause for refusal of membership
in or expulsion from the International Society.
- A person suspended or expelled by the International Society board
may request a hearing before an appeals panel. If the appeals panel
affirms the board’s action, the case is closed. If the panel believes
injustice has been done, it may request reconsideration of the case by
the board. Action of the board after reconsideration is final. A member
who has been expelled forfeits all dues and fees already paid to the
- All members are in good standing except a member who has failed to
pay their current annual membership fee or any other subscription or
debt due and owing by them to the International Society or chapter and
that member is not in good standing so long as the debt remains unpaid.
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Part 3 – Meetings of members
- General meetings for the chapter shall be held at the time and place
the directors decide.
- Every general meeting, other than an annual general meeting, is an
extraordinary general meeting.
- When they think fit, the directors may convene an extraordinary
- Regarding meeting notices:
- Notice of a general meeting shall specify the place, day, and hour of
meeting, and, in case of special business, the general nature of that
- 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.
- The first annual general meeting of the chapter shall be held not
more than 15 months after the date of incorporation and after that 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.
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Part 4 – Proceedings at general
- Special business is
- all business at an extraordinary general meeting except the adoption
of rules of order; and
- all business transacted at an annual general meeting, except
- the adoption of rules of order;
- the consideration of the financial statements;
- the report of the directors;
- the report of the auditor, if any;
- the election of directors;
- the appointment of the auditor, if required; and
- the other business that, under these bylaws, ought to be transacted
at an annual general meeting, or business the directors stated in the
notice convening the meeting.
- Regarding quorum:
- The quorum must be present to conduct business with this exception:
members can elect a Chair and adjourn or terminate a meeting without a
- If at any time during a general meeting a quorum ceases to be
present, business then in progress must be suspended until there is a
quorum present or until the meeting is adjourned or terminated.
- A quorum is 5 members present or a greater number that the members
may determine at a general meeting.
- If a quorum is not present within 30 minutes from the time appointed
for a general meeting, the meeting, if convened at the request 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 30
minutes from the time appointed for the meeting, the members present
constitute a quorum.
- Subject to bylaw 20, the president of the chapter, the
vice-president or in the absence of both, one of the other directors
present, shall preside as Chair of a general meeting.
- If at a general meeting
- there is no president, vice-president, or other director present
within 15 minutes after the time appointed for holding the meeting; or
- the president and all the other directors present are unwilling to
act as Chair, the members present shall choose one of their number to be
- Regarding general meetings:
- 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 left unfinished at the meeting from which the
adjournment took place.
- When a meeting is adjourned for 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
- Regarding resolutions:
- No resolution proposed at a meeting need be seconded and the Chair
of a meeting may move or propose a resolution.
- In case of a tie vote the Chair is not entitled to a second vote to
break the tie and the proposed resolution shall not pass.
- Regarding votes:
- A member in good standing present at a meeting of members is
entitled to one vote.
- Voting is by show of hands, unless the members decide otherwise.
- Voting by proxy is not permitted.
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Part 5 – Directors
- A director shall be a member in good standing of the chapter.
- Subject to the bylaws or directions given them by majority vote at
any legal meeting properly called and constituted, the directors shall
have full control and management over the affairs of the chapter.
- Regarding the powers and duties of directors:
- The directors may exercise all the powers and carry out the duties
of the chapter, and which are not by these bylaws or by statue or
otherwise lawfully directed or required to be exercised or done by the
chapter in general meeting, subject to:
- all laws affecting the chapter;
- these bylaws; and
- rules, not being inconsistent with these bylaws, which are made from
time to time by the chapter in general meeting.
- No rule, made by the chapter in general meeting, invalidates a prior
act of the directors that would have been valid if that rule had not
- Regarding directors:
- The president, vice president, past president, secretary, and
treasurer shall be the directors of the chapter.
- The president may appoint one or more additional persons to be
directors of the chapter.
- The number of directors shall be not less than 3 or a greater number
determined from time to time at a general meeting.
- Regarding terms of office and elections:
- The directors shall retire from office at the end of the program
year when their successors shall assume office.
- Separate elections shall be held each year for secretary, treasurer,
vice president, and any unfilled director positions. The offices of
treasurer and secretary may be combined, subject to Part 7.
- The office of president is filled by the incumbent vice president.
- The office of past president is filled by the incumbent president.
- An election may be by acclamation; otherwise it shall be by ballot.
- The directors may regulate elections and election methods as they
- If no successor is elected the person previously elected or
appointed continues to hold office.
- Regarding appointments:
- The directors may at any time and from time to time appoint a member
as a director to fill a vacancy in the directors.
- A director so appointed holds office only until the conclusion of
the next following annual general meeting of the chapter, but is
eligible for election at the meeting.
- Regarding numbers of directors:
- If a director resigns their office or otherwise ceases to hold
office, the remaining directors shall appoint a member to take the place
of the former director.
- No act or proceeding of the directors is invalid only because there
are less than the prescribed number of directors in office.
- The members may by special resolution remove a director before the
director’s term of office expires, and may elect a successor to complete
the term of office.
- 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 by her or him while engaged in the affairs of the chapter.
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Part 6 – Proceedings of
- Regarding the proceedings of directors:
- The directors may meet together to dispatch business, adjourn and
otherwise regulate their meetings and proceedings, as they see fit.
- A meeting is any exchange, through any combination of media that
allows all directors to participate and through which issues can be
- When meetings are asynchronous (for example, if held by e-mail), all
decisions require agreement by a majority of the directors, not the
majority of quorum.
- Resolutions must be signed, or clearly acknowledged by the directors
and such acknowledgement made part of the minutes of the directors.
- The directors may from time to time fix the quorum necessary to
transact business, and unless so fixed, the quorum shall be a majority
of the directors then in office.
- The president shall be Chair of all meetings of the directors, but
if at a meeting the president is not present within 30 minutes after the
time appointed for holding the meeting, the vice president shall act as
Chair; but if neither is present the directors present may choose one of
their number to be Chair at that meeting.
- At any time a director may convene a meeting of the directors.
- Regarding the delegation of powers of directors:
- The directors may delegate any, but not all, of their powers to
committees consisting of the director or directors as they think fit or
may delegate to committees consisting of other persons as they see fit.
- The designated committee shall report on their activities at the
earliest meeting of the directors after completing their work.
- Subject to directions of the directors, the committee shall
determine its own procedures.
- The members of a committee may meet and adjourn as they think
- Regarding the decision-making of directors:
- Questions arising at a meeting of the directors and committee of
directors shall be decided by a majority of votes.
- In case of a tie vote the Chair cannot cast a second vote.
- No resolution proposed at a meeting of directors or committee of
directors need be seconded and the Chair of a meeting may move or
propose a resolution.
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Part 7 – Duties of directors
- Regarding the president:
- The president shall preside at all meetings of the chapter and of
- The president is the chief executive officer of the chapter and
shall supervise the other officers in the execution of their duties.
- The president shall be ex officio a member of all committees.
- The vice president shall carry out the duties of the president
during the president’s absence.
- The secretary shall:
- conduct the correspondence of the chapter;
- issue notices of meetings of the chapter and directors;
- keep minutes of all meetings of the chapter and directors;
- have custody of all records and documents of the chapter except
those required to be kept by the treasurer;
- maintain the register of members.
- The treasurer shall:
- Keep, or cause to be kept, the financial records, including books of
account, necessary to comply with the Society Act; and receive all
monies paid to the chapter, and be responsible for the deposit of same
into whatever bank, or trust company, the board may order; and
- render financial statements to the directors, members and others
when required, and prepare for submission to the annual meeting a
statement of the financial position of the chapter;
- withdraw funds for payment of chapter expenses at the direction of
the board; withdrawal of funds can be made only over two signatures.
Deposits do not require signatures.
- The signing officers of a chapter bank account shall include two
current directors, when reasonably possible.
- In a timely manner, prepare and submit to the International Society
Treasurer an annual financial report for the chapter. (This report is to
be prepared and submitted by the Treasurer who held office during the
- Regarding a combined secretary and treasurer:
- The offices of secretary and treasurer may be held by one person who
shall be known as the secretary treasurer.
- When a secretary holds office the total number of directors shall
not be less than 3 or the greater number that may have been determined.
- In the absence of the secretary from a meeting, the directors shall
appoint another person to act as secretary at the meeting.
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Part 8 – Borrowing
- The society shall not exercise borrowing powers except in
extraordinary circumstances such as holding a conference or other
society related events.
Part 9 – Auditor
- This Part applies only where the chapter is required or has resolved
to have an auditor.
- The first auditor shall be appointed by the directors who shall also
fill all vacancies occurring in the office of auditor.
- At each annual general meeting, the chapter shall appoint an auditor
to hold office until either re-elected or a successor is elected at the
next annual general meeting.
- An auditor may be removed by ordinary resolution.
- An auditor shall be promptly informed in writing of appointment or
- No director and no employee of the chapter shall be auditor.
- The auditor may attend general meetings.
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Part 10 – Notices to members
- A notice may be given to a member, either personally, or by mail or
a printable medium to their registered address.
- Every effort shall be made to give members sufficient notice of
events or changes affecting society business. At a minimum give members
5 days notice by mail or 48 hours notice by e-mail.
- Regarding notices for general meetings:
- Notice of a general meeting shall be given to
- every member shown on the register of members on the day notice is
- the auditor, if Part 9 applies.
- No other person is entitled to receive a notice of general meeting.
Part 11 – Bylaws are available
- On being admitted to membership, each member shall have access to
the constitution and bylaws of the chapter.
- These bylaws shall not be altered or added to except by special
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