Annual General Meeting Monday, November 20, 2006 Minutes Executives:
Jennifer Leaman, President Todd Embley, VP Finances & Administration Jason Vranjkovic, VP of Student Affairs Rick Sandu, VP Campus Life Matt Chong, VP Public Relations & Marketing Scott Haller, Manufacturing, Electronics and Industrial Process Chair Ron Asperin, Transportation, Construction & the Environment Chair Sukh Aujla, Business Chair Carlo Ocampo, Computing & Academic Studies Chair Julia Cornester, Health Sciences Chair
Councillors:
Amanda Harris Zhasmina Mihova Paul Matthews Shane Gilbertson Doug Holdgate Emily Ho Rahil Lalani Tod Fraser Pankaj Garg
Staff:
Geoff Gauthier, Editor Caroline Gagnon, Director Scott Blythe, Communication & Outreach Manager Roland Gagel, Controller
Excused:
Jo-Leen Sellars Sajan Zachariah Bryson Norrish
Nick Martynov Amrit Dhaliwal
Guests:
Diana Huang from Mackay LLP Aileen Tien Veronica Chan Kim Konnert Allison Thierman
Jeremy Lim Dana Harkness Brent Johnson Christina Brause Andrew Grant
Hyup Lee Yoojin Park Diksha Chellaramani Allan Olson Marlina Kinnersley Jennette Leung Brenda Corbett Thomas Troubridge
1. Meeting Called to Order The meeting was called to order by the Chairperson, Jennifer Leaman at 5:34 pm. (35 voting members) 2. Acceptance of the Agenda It was moved that the agenda be accepted as distributed. Moved by: Julia Cornester Seconded by: Matt Chong 35/0/0 Carried
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3. President’s Report Jennifer Leaman explains that last year Executives focused on the following initiatives: increase awareness of the BCITSA; increase in student fees to meet service demands; and Extended Health and Dental program expansion. 4. Report on Audited Financial Statements Jennifer Leaman introduces Ms. Diana Huang from the accounting firm, Mackay LLP. Ms. Huang discusses various issues surrounding the 2005-2006 Year End Financial Statements. Issues such as the closing of the daycare, investment, student medical plan, differences in sales and wages decrease. Motion: Be it resolved that BCITSA accepts the 2005-2006 audited year-end Financial Statements as presented. Moved by: Todd Embley Seconded by: Scott Haller 35/0/0 Carried 5. Auditor’s Appointment for 2006/2007 Todd Embley explains that due to increase in auditing fees for this up-coming year, it is proposed that an ad-hoc committee be formed to investigate other pricing structures. Motion: Be it resolved that BCITSA move the appointment of the auditing services of the 20062007 fiscal year to a committee. Moved by: Todd Embley Seconded by: Carlo Ocampo 31/0/4 Carried Questions: • Scott would like to know if the business committee could be in charge of this decision. • Caroline informs that in the past usually an ad-hoc committee was formed for dealing with the topic. • Amanda asks about projected timelines. Roland hopes to bring the proposal to Council in February 2007. 6. Line of Credit Todd Embley explains that following the changes from CIBC to VanCity, a motion needs to be passed in order to open the new line of credit. Motion: Be it resolved that: 1. In accordance with the Bylaws of the Association, the Association be and is hereby authorized to put in place a line of credit in the amount of $330,000.00 with Vancouver City Savings Credit Union (the “Loan”), which Loan is in replacement of the line of credit previously made available to the Association by the Canadian Imperial Bank of Commerce. 2.
The Commitment Letter in respect of the Loan dated August 24, 2005 between the Association as Borrower and Vancouver City Savings Credit Union (“Vancity”) as Lender (the “Commitment Letter”), a copy of which has been made available by the Association to its membership for viewing, and the transactions contemplated thereby, be and is hereby ratified, confirmed and approved.
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3.
For greater certainty, the taking of the Loan by the Association on the terms and conditions set forth in the Commitment Letter be and is hereby authorized and approved, and one of either the Director or Controller and one of either the President or Vice-President of Finance and Administration of the Association be and are hereby authorized to (a) grant, execute and deliver to Vancity such security, declarations, certificates and other documentation that may be required from the Association by VanCity in connection with the Loan, and (b) to do all such other things and to take all such other actions that may be required of the Association in furtherance of the establishment of the Loan and the transactions contemplated by the Commitment Letter.
Moved by: Todd Embley 34/0/1 Carried
Seconded by: Scott Haller
Questions: • Jason asks about the date being 2005; and if we have been using the line of credit prior to the approval of this motion. Roland explains that this motion was approved at the 2005 AGM, but at the request of the bank’s lawyer, it needed to be re-approved at the 2006 AGM, given that one signature was missing from the 2005 AGM notification. • Amanda asks for further clarifications on the motion. Roland paraphrases the motion for clarification purposes. 7.
Bylaws Motions: Be it that BCITSA accepts the Bylaws as published in the BCITSA website. Moved by: Scott Haller Seconded by: Jason Vranjkovic 26/6/2 Carried
Questions: Jason explains that after the posting of the Bylaw, some changes needed to be made therefore the following amendment to the motion is presented:
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Amendment to the Motion: Be it resolved that the BCITSA adds to the Interpretation Section: Association Director - shall refer to the senior paid staff member responsible for the day-to-day operations of the Association. Change in the Interpretation section: BCITSA to BCITSA or Association Makes the following additions (bolded letters and/or words) and deletions (bold italicized letters and/or words): 1.1
The active members shall comprise of all students of BCIT (full and parttime) who have paid the required student activity fees for the current period 3.1.1 The elected members on Council shall consist of: President
Vice President Administration & Finance
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Vice President Student Affairs
Vice President Public Relations & Marketing
Vice President Campus Life
Chair of the School of Business
Chair of the School of Health Sciences
Chair of the School of Manufacturing, Electronics & Industrial Processes
Chair of the School of Transportation, Construction & the Environment
Chair of the School of Computing & Academic Studies
These 10 elected members shall be the BCITSA directors as defined by the Society Act. 4.2.1
Meet at the call of the Chair President, six members shall form a quorum for the transaction of business.
6.1.1
Council Meeting shall be called the Chair of the Association, the President. The President, and in his/her absence, the Vice-President Finance and Administration will act as the Chairperson of all Council meetings. 6.1.1.1
6.4
At the discretion of the Chair President the request may be brought to Council. If the question is defeated by a majority of the voting members, the Controller shall be authorized by the Chair to deduct 50% of the delinquent Executive / Council Members honorarium for the next month.
Active Members only may vote at an Annual General Meeting and/or a Special General Meeting. 7.1.1
The Committee shall be made up of the Vice President Administration & Finance and or Vice President Public Relations and Marketing as the Chair, and three (3) additional Ccouncil Mmembers as appointed by Council. The Association Director or designate shall sit as an ex-officio member of the Committee.
7.1.2
The Committee shall be made up of the Vice President Student Affairs and or the Vice President Campus Life, three (3) council members as appointed by Council. The Association Director or designate shall sit as an ex-officio member of the Committee.
8.3.1
Council shall vote for the Elections Committee members by resolution for the duration of the annual election.
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8.9.1
9.1.1
Elected Officers shall attend the Association Executive orientation as scheduled by the Association Director and attend Council meetings, as guests, to familiarize themselves with the affairs of the Association.
Referenda shall be a process that asks the student members a specific question that will address a specific issue. Two types of referendum can be conducted: binding and plebiscite. 12.2.2 Disbursements shall be in the form of cheques drawn on the Association approved bank account; two signatures must be on each cheque. One signature as listed below: as follow: The Vice President Finance & Administration or the President together with the Association Director or the Controller 1. 2.
Vice President Finance & Administration President
And the other signature from: 1. Director 2. Controller 16.4
Each subsidiary student organization Club shall be so named as to indicate that it is a student organization under the Association and in no way purports to be separate.
17.1
The Constitution and Bylaws can only be changed at Annual General Meeting and/or Special General Meeting. 18.2.2 The President, or the Vice President Finance & Administration together with the Association Director or Controller.
Wherever “subsidiary organization(s)” appears in the Bylaw, it should be replaced by “club(s)”, and rename Bylaw 16 to “Clubs”. Moved by: Jason Vranjkovic 35/0/0 Carried
Seconded by: Scott Haller
Questions: A member asks why the change in subsidiary organizations. Jason explains that the changes will replace subsidiary organizations by clubs.
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Amendment to the Motion: Be it resolved that: “Subsidiary Organizations – shall refer to clubs and societies that have been recognized by the BCITSA pursuant to the procedures set out in Bylaw 15.” Be struck from the interpretation section and replaced with, “Clubs – shall refer to student organizations that have been recognized by the BCITSA pursuant to the procedures set out in Bylaw 16.”
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Moved by: Jason Vranjkovic 35/0/0 Carried •
Seconded by: Julia Cornester
Jason explains that even after all proposed changes, the Interpretation Section of the Bylaws needed to match these changes. Amendment to the motion: Be it resolved that the text of Bylaw 16.7.3 is deleted and replaced with the “The Association shall not be liable in any ways for the action of such clubs.” Moved by: Julia Cornester Seconded by: Jason Vranjkovic 6/23/2 Failed
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Julia explains that restrictions on religious and political clubs should be removed. Funding of spiritual clubs should be allowed as it is an important part of student life.
Questions: • Sukh agrees that BCITSA should support religious group but not fund them. If funded, religious clubs could interpret the decision as a lack support. • Scott states that existing clubs are academic by nature and student fees should only fund these types of clubs. • Julia would expect that if no funding is not available, clubs would receive the same treatment as other clubs. She also points out that students are funding through their student fees clubs that are not related to the programs (i.e. School of Health students funding a marketing club). • A member mentions that religious clubs may exclude students not as part of the religion. • Julia states that everyone should be included given that it would be discriminating against students to do so. The main reason why only academic clubs exist is that they are the only ones receiving funding. • Jeannette asks about the dispersion of club funding. • Jason mentions that this question is not related to the motion, and should not be an issue. • Carlo raises the issue that our Bylaws protect BCITSA from political and religious debates. Call the Question to the Amendment to the Motion: Moved by: Scott Haller Seconded by: Carlo Ocampo 32/2/0 Carried Emily Ho is leaving Amendment to the Motion: Be it resolved that Bylaw 16 reads with the following additions: 16.9.4 In the event of a subsidiary organization being deemed in conflict with obligations related to clauses 16.9.1, 16.9.2 and 16.9.3, the offending organization will be notified of their position by the Vice President Campus Life in writing and given 30 days to remedy the conflict. The offending organization will retain sanctioned subsidiary organization status throughout the 30 day period. 16.9.5 In the event that conflict(s) with obligations related to clauses 16.9.1, 16.9.2 and 16.9.3 are not remedied to the satisfaction of the Council within the 30 day period and that sanctioned subsidiary organization status of the organization in question is revoked, then the offending organization will be eligible to appeal the decision of the Council.
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16.9.5.1. Appeals to the decision of Council to revoke sanctioned subsidiary organization status of an organization shall be launched no later than 14 days after status has been revoked, and shall be lodged with the Council in writing and bearing the signature of two officers of the organization in question. The appealing organization will retain sanctioned subsidiary organization status throughout the 14 day period, and throughout the duration of the appeal and associated deliberation. Deliberation related to the appeal will require no less than one specially convened Council meeting, whereby the appealing organization will have the opportunity to present reasons why the organization’s status shall not be revoked. Deliberation will end with the Council making a reasonable decision whether or not to revoke the sanctioned status of the organization in question, in light of all arguments presented. Moved by: Andrew Grant 12/18/4 Failed •
Seconded by: Christina Brause
Andrew states that the proposed Bylaws might be too vague; there is no process how clubs can appeal the decision.
Questions: Although these are legitimate concerns, Jason is speaking against the motion. This amendment is more of a policy than a Bylaw. Bylaw 20 enables Council to change their mind. Bylaws 16.9.4 and 16.9.5 are for extreme cases only. For example, if clubs are signing contracts or doing anything illegal that might place BCITSA at risk. • Christina states that Executives have the right to speak to Council when impeached, therefore clubs should have the same right, especially when there is a one year waiting period. • Andrew looked at the existing BCITSA Policy Manual. It is mainly dealing with the operations, not clubs. • Jason confirms that clubs always have the right to speak to Council. • Carlo agrees that these concerns should be Policies and not in Bylaws. • Andrew states that the proposed changes ensure clarity for all. It would help mitigate problems. • Caroline mentions that the Bylaw Committee removed specific numbers in the new Bylaws to ensure that it would not be used as a policy manual. •
Amendment to the Amendment to the Main Motion: Be it resolved that 16.9.1 be stricken from 16.9.4 and 16.9.5. Moved by: Jennette Leung Seconded by: Andrew Grant 20/4/8 Carried Call the questions on the Amendment to the Amendment to the Main Motion: Moved by: Andrew Grant Seconded by: Brenda Corbett 30/1/3 Carried Amendment to the Amendment: Be it resolved that Bylaw 16.9.4 reads “The offending organization will be suspended throughout the 30 days period.” And that Bylaw 16.9.5.1 reads “The appealing organization will be suspended throughout the 14 days.” Moved by: Jason Vranjkovic Seconded by: Julia Cornester 11/12/9 Failed
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Jason affirms that if clubs are suspended, it is for very serious issues. Although he believes that is should be part of the policy manual, the proposed amendment to the amendment can better deal with these concerns.
Questions: Andrews maintains that if clubs are suspended, they will not have access to resources, therefore unable to conduct business. • Laura wants more information about the word “being suspended “. • Jason points out that Bylaw 10 describes the impeachment process, which is to be used for serious issues, there is no mention of waiting period and/or appeal. • A member cites that if the misconduct is of financial nature, it will be noticed by bank. Roland explains that it might not always be the case. For example, if clubs enter into a financial agreement that could affect BCITSA, the bank would not know about it. • Andrew believes that there are some differences between impeachment and suspension processes. If the clubs are suspended, they can not operate, while if an executive member is impeached, the BCITSA continues to operate. • Scott Blythe declares that although suspension might show good gestures, it does not limit BCITSA’s liability. • Jason states that clubs are not legal entities, therefore are part of BCITSA, and should be able to be suspended. •
Call the questions on the Amendment to the Amendment to the Main Motion: Moved by: Julia Cornester Seconded by: Ron Asperin 26/6/1 Carried Call the Question to the Amendment to the Main Motion: Moved by: Jason Vranjkovic Seconded by: Diksha Chellaramani 27/1/5 Carried Motion: Be it resolved that the Bylaw Committee be dissolved. Moved by: Scott Haller Seconded by: Jason Vranjkovic 21/0/10 Carried 8.
Strategic Plan Motion: Be it resolved the BCITSA accepts the Strategic Plan as outlined on the BCITSA website. Moved by: Scott Haller Seconded by: Carlo Ocampo 25/0/9 Carried
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Jennifer explains that the Strategic Plan was done in conjunction with staff and executives.
Questions: A member asks “what is the Strategic Plan?” Caroline explains that it is a road map for the next 5 years. Even if Executives can change it at any times, it gives guidance to management.
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9.
Meeting adjourned It was moved Julia Cornester and seconded by Diksha Chellaramani that the meeting be adjourned. (7:13 pm) 34/0/0 Carried
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Annual General Meeting Monday, November 20, 2006 Agenda
1.
Meeting Called to Order
2.
Acceptance of the Agenda
3.
President’s Report
4.
Report on Audited Financial Statements Glady Kwan, Mackay LLP Todd Embley, VP Finance & Administration
5.
Auditor’s Appointment for 2006/2007 Todd Embley, VP Finance & Administration
6.
Line of Credit
7.
By-laws
8.
Strategic Plan
9.
Meeting adjourned
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