Special General Meeting Minutes - April 2, 2012

BCIT Student Association Special General Meeting Minutes Monday, April 2, 2012

Executives:

Councilors:

Nicola Gardner, President Ricky Dasgupta, VP Finance & Administration Tara Johnson, VP External Tylan Fraser, VP of Student Affairs Matthew Nolletti, VP Campus Life Gordon Newby, Business Chair Brian Harvey, Transportation, Construction & the Environment Chair Laura Chow, Health Sciences Chair (via skype) Amy Erskine, Energy Chair Marwan Marwan, Computing & Academic Studies Chair Keith Miller, Chair of ATC Mike Hanson Marc Yap Frances Torres Michelle Dragon Jacob Kwitkoski Oge Anoliefoh Daniel Smith Rodrigo Jose Mendez Alex Lee Duff Walker

Staff:

Caroline Gagnon, Director

Absentee:

Bailey McRae Kevin Smith Tracy Jowett Oshea Jephson Cole Harrison

Guests:

Colin Megannety Ben Latham Maya Konsynn Colby Mentez Chris Holisby Nislen Viver Dan Huh

Jonathan Ng Denis Dobrozdravich Marcus O’Reilly Aaron Kool Ben Plasche Emily Pawluk Avinaash Kapil Andre Rodrigue Zac Der Minoru Nakano

Geoff Smith Sean Garrity Bob Gill

1.

Meeting Called to Order The Chairperson, Nicola Gardner, called the meeting to order at 5:37 pm. (41 voting members).

2.

Acceptance of the Agenda It was moved that the following agenda be accepted as distributed.

Moved by: Denis Dobrozdravich Seconded by: Rodrigo Jose Mendez 40/0/0 Carried 3.

Business: By-Laws Amy presents the new changes as per March 20, 2012 (see attached) Motion: Be it resolved that BCITSA accepts the proposed B y-Law changes dated March 20, 2012 as presented on the website.

Moved by: Amy Erskine Seconded: Alex Lee 38/0/1 Carried Questions/Comments: No question 4.

Appointment of the Auditors Ricky explains why the committee recommends this auditing firm. BCITSA can change its auditor at any time if not satisfied with the service level.

Motion: Be it resolved that BCITSA choose Smythe Ratcliffe as the auditors for the next 5 years.

Moved by: Ricky Dasgupta Seconded by: Gord Newby 39/0/0 Carried Questions/Comments:  5.

What is the quote? They have quoted $17,500 annually.

Banking: Transfer of Funds

Ricky explains that this special resolution is required for BCITSA to receive the loan of $2,000,000 for the acquisition of the 3rd floor

Motion: Be it resolved that BCITSA approves the special resolutions (see attached) of the member as stated on April 2, 2012.

Moved by: Ricky Dasgupta Seconded by: Brian Harvey 37/0/3 Carried Questions/Comments:   

What about signing authority? This special resolution allows only one person to negotiate.

Yes this is correct. This resolution allows one person to negotiate, but legal documents (i.e. loan papers) still requires two signatures (staff and executives).

Can students see the contracts if they choose to? Yes, all documents are accessible by members.

Many are interested in knowing the terms of the loan. Ricky will forward the information to Council.

6.

Meeting adjourned It was moved that the meeting be adjourned at 6:09 pm. Carried

Special General Meeting Proposed Agenda Monday April 2nd, 2012 5:30-6:00pm 1. Meeting called to order 2. Acceptance of the Agenda 3. Bylaws 4. Appointment of Auditors 5. Banking: Transfer of Funds 6. Meeting adjourned

Existing

INTERPRETATION In these Bylaws, unless the context otherwise requires: ATC – shall refer to the Aerospace Technology Campus Association Director - shall refer to the senior paid staff member responsible for the day-to-day operations of the Association.

BCIT – shall refer to the British Columbia Institute of Technology.

BCITSA or Association– shall be the authorized identification abbreviation of the organization, Student Association - British Columbia Institute of Technology.

Clubs – shall refer to student organizations that have been recognized by the BCITSA pursuant to the procedures set out in Bylaw 16.

Council – shall refer to the BCITSA student representatives acting as such, made up of 10 Executives and approximately 20 Councilors.

Executive – shall refer to the BCITSA Executive acting as such.

Member – shall refer to any registered student at British Columbia Institute of Technology paying activity fees.

Quorum – shall mean the simple majority of sixty (60) percent of the Executive at Executive Meetings and sixty (60) percent of Council members at Council Meetings.

Satellite Campus – shall refer to the BCIT Campuses other than Burnaby Campus (ie. Aerospace Campus, Marine Campus, and Great Northern Way Campus).

Amendment

INTERPRETATION In these Bylaws, unless the context otherwise requires: ATC – shall refer to the Aerospace Technology Campus

Association Director - shall refer to the senior paid staff member responsible for the day-to-day operations of the Association.

BCIT – shall refer to the British Columbia Institute of Technology.

BCITSA or Association– shall be the authorized identification abbreviation of the organization, Student Association - British Columbia Institute of Technology.

Clubs – shall refer to student organizations that have been recognized by the BCITSA pursuant to the procedures set out in Bylaw 16.

Council – shall refer to the BCITSA student representatives acting as such, made up of 11 Executives and approximately 25 Councilors.

Executive – shall refer to the BCITSA Executive acting as such.

Member – shall refer to any registered student at British Columbia Institute of Technology paying activity fees.

Quorum – shall mean the simple majority of sixty (60) percent of the Executive at Executive Meetings and sixty (60) percent of Council members at Council Meetings.

Satellite Campus – shall refer to the BCIT Campuses other than Burnaby Campus (i.e. Aerospace Campus, Marine Campus, Great Northern Way Campus and Downtown Campus).

Existing BYLAW 2 – ORGANIZATION CHARTS

Student Membership

Appointed Student Councilors Elected Student Executive

Council

Support Services Standing Committee

Business Services Standing Committee

BCITSA Student Executive

President (Chair of the Board) 4 Vice-Presidents 6 School Chairs

Director

Management & Staff

Tech/Set or Class Representatives report to School Chairs

Amendment

BYLAW 2 – ORGANIZATION CHARTS

Student Membership

Appointed Student Councilors Elected Student Executive

Council

Lounge Committee

BCITSA Student Executive

President (Chair of the Board) 4 Vice-Presidents 6 School Chairs

Director

Management & Staff

Set Representatives report to School Chairs

Existing 3.2.1 The elected members on Council shall consist of: 

President



Vice President Administration & Finance



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, from here after shall exclude Chair of ATC



Chair of the School of Computing & Academic Studies



Chair of ATC

These 11elected members shall be the BCITSA directors as defined by the Society Act. Amended 3.2.1 The elected members on Council shall consist of: 

President



Vice President Finance & Administration



Vice President Student Affairs



Vice President External



Vice President Campus Life



Chair of the School of Business



Chair of the School of Health Sciences



Chair of the School of Energy



Chair of the School of Transportation, Construction & the Environment, from here after shall exclude Chair of ATC



Chair of the School of Computing & Academic Studies



Chair of ATC

These 11 elected members shall be the BCITSA directors as defined by the Society Act.

Reason Incorrect Names _____________________________________________________________

Existing

3.2.2 The appointed members on Council shall consist of: 

Councilors from the School of Business



Councilors from the School of Health Sciences



Councilors from the School of Manufacturing, Electronics & Industrial Processes



Councilors from the School of Transportation, Construction & the Environment



Councilors from the School of Computing & Academic Studies



Councilors from ATC



International Student Councilor



Residence Student Councilor

Amendment 3.2.2. The appointed members on Council shall consist of:



Councilors from the School of Business



Councilors from the School of Health Sciences



Councilors from the School of Energy



Councilors from the School of Transportation, Construction & the Environment



Councilors from the School of Computing & Academic Studies



Councilors from ATC



International Student Councilor



Residence Student Councilor



Aboriginal Student Councilor

Reason As voted by council and incorrect name ________________________________________________________________ Existing 4.1.6 Receive a monthly honorarium.

4.1.6.1

ATC Councilors shall receive a monthly honorarium in accordance to their attendance at ATC Class Representative Committees.

Amended 4.1.6 Receive an honorarium for each meeting attended.

Reason ATC follows same procedures as Burnaby campus ________________________________________________________________ Existing 4.2.7. Be issued a copy of the Constitution and Bylaws by the Vice President Administration & Finance prior to the start of their term in office. The Executive shall be expected to have a working knowledge of the Constitution and Bylaws.

Amended 4.2.7. Be issued a copy of the Constitution and Bylaws by the Vice President of Finance & Administration prior to the start of their term in office. The Executive shall be expected to have a working knowledge of the Constitution and Bylaws.

Reason Incorrect Name

Addition 4.2.14 Be responsible for a proper transition, as per the transition policy.

4.2.15 Be responsible for submitting progress reports bi-weekly.

Existing 4.3.1.8

Be responsible for liaison with BCIT Alumni Association.

Reason Removed Moved to VP External duties ________________________________________________________________ Existing 4.3.1.12

Liaise with Ministry and Government officials regarding issues, which affect BCIT.

Reason Removed Moved to VP External duties ________________________________________________________________ .

Existing 4.3.2 The Vice President Administration & Finance of the Association shall: Amendment

4.3.2 The Vice President Finance & Administration of the Association shall: Reason Incorrect Name

Addition 4.3.2.14

Ensure that executive progress reports are received from executives on time.

New 4.3.3.8 4.3.3.9

Be responsible for liaison with BCIT Alumni Association.

Liaise with Ministry and Government officials regarding issues, which affect BCIT

Reason Moved from President’s Duties ________________________________________________________________ Deleted 4.3.5.1

Attend all Campus Recreation Committee meetings, and report back to Council.

Reason: Committee no longer exists Renumber 4.3.5.1

Keep membership informed, through representatives, of extra-curricular activities.

4.3.5.2

Serve as Orientation Coordinator for the September intake.

4.3.5.3

Preside as Co-Chair of the Student Services Committee (See Bylaw 7).

4.3.5.4 4.3.5.5

Oversee and provide assistance to all Clubs and report to the Executive and Council.

Preside as Chair of the Clubs Committee.

________________________________________________________________

Existing.

4.3.6.2.

Chairing Technology and Set Representatives Committee meetings at least once a month.

4.3.6.2.

Chairing Set Representatives Committee meetings at least once a month.

Amendment

Reason Technology Representatives no longer exist ________________________________________________________________ Existing.

4.3.6.3

Liaising with BCIT, to ensure that Set, Technology, or Class Representatives are elected

Amendment 4.3.6.3

Liaising with BCIT, to ensure that Set Representatives are elected

Reason Technology and Class Representatives no longer exist ______________________________________________________________ Existing 4.3.6.6

Providing direction to Technologies in the following areas: a. Instructor difficulties b. Access to Administration c. Access to Executives

Amendment 4.3.6.6

Providing direction to Student Association members in the following areas:

a. b. c.

Instructor difficulties Access to Administration Access to Executives

Reason Clarification _____________________________________________________________ Existing 4.3.6.8

Maintaining an equal balance of first and second year Councilors.

4.3.6.9.1

In the event of an uneven number of Councilors, the Chair of that School shall decide if the additional person will be from the 1st or 2nd year.

Amendment 4.3.6.8 Maintaining an equal balance of Councilors in each year of study.

4.3.6.8.1

In the event of an uneven number of Councilors, the Chair of that School shall decide which year the additional person will be from.

Reason Incorrect numbering _____________________________________________________________ Deleted 4.3.6.10

ATC Chair to solicit and appoint ATC Councilors from the membership of ATC and submit the list of Councilors to the Vice President Finance & Administration within two week of election or new intake 4.3.6.10.1 The ATCE Councilors shall consist of Level 1 and 2 students in first term and Level 3 students in second term.

Reason: already covered under chair duties

Existing BYLAW 5 – TECHNOLOGY, SET AND CLASS REPRESENTATIVES

5.1

Technology and Set and Class Representatives Committee 5.1.1 One Committee will be formed for each School or Satellite Campus and the Chair of that School or Satellite shall be the Chair of the Committee: 5.1.1.1

The Committee will consist of: a. Set Representatives b. Class Representatives c. Technology Representatives

5.1.1.2

Shall meet at the call of the Chair, at least every four to six weeks.

5.1.1.3

Technology Representatives shall be elected from the student body or Set Rep body on an ad hoc basis

5.2

Set Representatives shall report to their Technology Representatives continuously throughout the term.

5.3

Technology and Class Representatives shall report to their Chairs.

5.4

Set, Class, and Technology Representatives shall establish and maintain communications between their student body, and the Chair of their respective School or Satellite Campus.

Amendment BYLAW 5 – SET REPRESENTATIVES 5.1

Set Representatives Committee 5.1.1 One Committee will be formed for each School or Satellite Campus and the Chair of that School or Satellite shall be the Chair of the Committee:

5.2

5.1.1.1

The Committee will consist of Set Representatives.

5.1.1.2

Shall meet at the call of the Chair, at least every four to six weeks.

Set Representatives shall report to their Chairs.

5.3

Set Representatives shall establish and maintain communications between their student body, and the Chair of their respective School or Satellite Campus.

Portions Deleted Reason: outdated language _____________________________________________________________ Existing 6.1.2

Council Meeting shall be held bi-weekly during the school year, with the exception of statutory holidays.

Amendment 6.1.2

Council Meetings shall be held bi-weekly during the school year, with the exception of statutory holidays, unless otherwise voted by council.

Reason Council may vote to cancel meetings on non-statutory holidays _____________________________________________________________ Existing

6.2.1.1

The Vice President Administration & Finance shall call the Annual General Meeting.

6.2.1.1

The Vice President Finance & Administration shall call the Annual General Meeting.

Amendment

Reason Incorrect Name

_____________________________________________________________ Existing

6.2.1.3

The Annual General Meeting notice shall be given by publishing such notice in the official Association newspaper.

Amendment 6.2.1.3

The Annual General Meeting notice shall be given by publishing such notice in the official Association newspaper and website at a minimum.

Reason Website posting is necessary as well _____________________________________________________________ Existing 6.2.1.5

At the Annual General Meeting the Vice President Administration & Finance shall read a report on the audited financial statements for the previous fiscal year.

6.2.1.5

At the Annual General Meeting the Vice President Finance & Administration shall read a report on the audited financial statements for the previous fiscal year.

Amendment

Reason Incorrect Name _____________________________________________________________

Deleted : BYLAW 7 – STANDING COMMITTEES BUSINESS COMMITTEE 7.1

The Business Committee mandate shall encompass the Association’s profit centres.

7.1.1 The Vice President Finance & Administration shall chair and the Vice President External shall co-chair the Business Committee.

7.1.2 The Committee shall be made up of the Vice President Administration & Finance and Vice President External as the Chair, and three (3) additional Council Members as appointed by Council.

The Association Director or designate shall sit as an ex-officio member of the Committee.

7.1.3 The Committee shall meet at least quarterly to discuss any issues related the on-going businesses of the Association. At which time, necessary policies or actions will take place by the Committee.

7.1.4 The Committee shall work by co-operation and consensus and not by vote, and when a resolution cannot be made at the Business Committee level, the Council should be asked to make the necessary decisions.

7.1.5 The Committee will report at Council Meetings any appropriate information.

Reason: Committee no longer exists _____________________________________________________________

Deleted

SERVICES COMMITTEE 7.2

The Services Committee mandate shall encompass the Association’s cost centres.

7.2.1 The Vice President Student Affairs chair and the Vice President Campus Life shall co-chair the Service Committee.

7.2.2 The Committee shall be made up of the Vice President Student Affairs and the Vice President Campus Life, at least three (3) council members as appointed by Council. The Association Director or designated shall sit as an ex-officio member of the Committee.

7.2.3 The Committee shall meet at least quarterly to discuss any issues related to the on-going student services of the Association. At which time, necessary policies or actions will take place by the Committee.

7.2.4 The Committee shall work by co-operation and consensus and not by vote, and when a resolution cannot be made at the Business Committee level, the Council should be asked to make the necessary decisions.

7.2.5 The Committee will report at Council Meetings any appropriate information.

Reason

Committee no longer exists _____________________________________________________________

Existing 8.3

The Vice President Administration and Finance shall serve as the Chief Returning Officer, hereinafter referred to as the CRO, and shall chair the Election Committee, and shall be responsible for the administration and conduct all elections, including ATC elections.

Amendment 8.3

The Vice President Student Affairs shall serve as the Chief Returning Officer, hereinafter referred to as the CRO, and shall chair the Election Committee, and shall be responsible for the administration and conduct all elections, including ATC elections.

Reason: Duty transferred to VPSA from VP Finance Existing 8.4.3. The election Committee shall be responsible for the interpretation of the electoral Bylaws, and electoral process. All decision made by the Committee shall be final and binding 8.3.4. The Elections Committee shall made decisions by consensus. If no consensus can be reached, the Committee shall bring the issue to Executive for ratification.

Amendment 8.4.3. The election Committee shall be responsible for the interpretation of the electoral Bylaws, and electoral process. All decision made by the Committee shall be final and binding 8.4.3.1 The Elections Committee shall make decisions by consensus. If no consensus can be reached, the Committee shall bring the issue to Executive for ratification.

Reason Incorrectly Numbered

Existing 8.5.1. The Notice of Elections shall be posted at least two (2) weeks prior to the opening date for nominations in the official Association newspaper; Amendment 8.5.1. The Notice of Elections shall be posted at least two (2) weeks prior to the opening date for nominations in the official Association newspaper and will include the following: Reason Grammatically correct Existing 8.7

Elected Executive posts shall be as follows: a. President b. Vice President Administration & Finance c. Vice President Student Affairs d. Vice President Public Relations & Marketing e. Vice President Campus Life f. Chair of the School of Business g. Chair of the School of Health Sciences h. Chair of the School of Manufacturing, Electronics & Industrial Processes i. Chair of the School of Transportation, Construction & the Environment j. Chair of the School of Computing & Academic Studies

Amendment 8.7

Elected Executive posts shall be as follows: a. President b. Vice President Finance & Administration c. Vice President Student Affairs

d. Vice President External e. Vice President Campus Life f. Chair of the School of Business g. Chair of the School of Health Sciences h. Chair of the School of Energy i.

Chair of the School of Transportation, Construction & the Environment

j.

Chair of the School of Computing & Academic Studies

Reason Incorrect Names

Existing 11.1.1 In the event of the resignation or impeachment of the President, the Vice President Administration & Finance shall assume the office of the President on a part-time basis, until the Council selects a new full-time President. This selection must be by two-thirds majority of Council and the selection shall be made within one month of the office becoming vacant.

Amendment 11.1.1 In the event of the resignation or impeachment of the President, the Vice President Finance & Administration shall assume the office of the President on a part-time basis, until the Council selects a new full-time President. This selection must be by two-thirds majority of Council and the selection shall be made within one month of the office becoming vacant.

Reason Incorrect Name

Existing 11.1.2 In the event of the resignation or impeachment of the ATC Chair, an ATC Councilor shall assume the office of the ATC Chair on a part-time basis, until the ATC Class Representative Committee

selects a new full-time ATC Chair. The selection of the new ATC Chair shall be two-thirds majority vote by the Class Representative Committee and the selection shall be made within one month of the office becoming vacant. The ATC Councilor appointed by the ATC Class Representative Committee will become the ATC DRO for the oncoming election for a full-time ATC Chair.

Amendment 11.1.2 In the event of the resignation or impeachment of the ATC Chair, an ATC Councilor shall assume the office of the ATC Chair on a part-time basis, until the ATC Set Representative Committee selects a new full-time ATC Chair. The selection of the new ATC Chair shall be two-thirds majority vote by the Set Representative Committee and the selection shall be made within one month of the office becoming vacant.

Reason CRO can do duties of DRO

Existing 11.1.3 In the event of the resignation of the Vice President Administration & Finance, or their being selected to the office of President, a new Vice President Administration & Finance shall be elected by the Council members of the Council.

11.1.4 In the event of the resignation of the Vice President Public Relations & Marketing, the Vice President Student Affairs, or the Vice President Campus Life, the Council shall elect a successor from the members of Council.

Amendment 11.1.3 In the event of the resignation of the Vice President Finance & Administration, or their being selected to the office of President, a new Vice President Finance & Administration shall be elected by the members of the Council.

11.1.4 In the event of the resignation of the Vice President External, the Vice President Student Affairs, or the Vice President Campus Life, the Council shall elect a successor from the members of Council.

Reason Incorrect Name

Existing 16.5 All Clubs which propose to organize special functions, fundraising drives or appeals on or off the campus shall first secure the permission of the VP Campus Life before organizing or conducting such functions, drives or Appeals.

Amendment 16.5 All Clubs which propose to organize special functions, fundraising drives or appeals on or off the campus shall first secure the permission of the VP Campus Life (hereafter referred to as VPCL) before organizing or conducting such functions, drives or Appeals.

Reason VPCL not defined ________________________________________________________________ Existing 16.9

The Vice President Campus Life shall review all Clubs by the last Council meeting before the year end (May31st) and may recommend to Council to revoke sanctioned Club status due to: 16.9.1 Defunct Club 16.9.2 Financial misconduct 16.9.3 Disregarding Association or Club constitution or Bylaws In any case, Council retains the authority to revoke the sanctioned Club status of any Club at any time.

Amendment 16.9 The Vice President Campus Life shall review all Clubs by the last Council meeting before the year end (May31st) and may recommend to Council to revoke any sanctioned Club status, at any time, due to: 16.9.1 Defunct Club 16.9.2 Financial misconduct 16.9.3 Disregarding Association or Club constitution or Bylaws Reason

Item was not numbered ________________________________________________________________

SPECIAL RESOLUTIONS OF THE MEMBERS OF The Student Association of the British Columbia Institute of Technology (the “Society”) “RESOLVED, as special resolutions passed by the members present and entitled to vote at the special general meeting of members of the Society, duly called and validly constituted, that the members hereby authorize the Directors of the Society, and the members hereby confer a general power on the Directors of the Society, to do any or all of the following on behalf of and in the name of the Society, for the period of one year after the date these resolutions are passed: borrow money, in addition to any other credit facilities that the Society may have, up to the amount of $2,000,000 in such manner, on such security, from such sources and upon such terms and conditions as the directors think fit; grant or issue mortgages, debentures, security agreements and other security and debt obligations as security for or to evidence any liability or obligation of the Society, including mortgaging, charging, whether by a specific or floating charge, or giving other security on any or all of the property, assets or undertaking of the Society, both present and after-acquired; and the Directors of the Society or any one Director or Officer of the Society who is appointed by the Directors, is hereby authorized to negotiate, settle and determine the terms and conditions of all loans, mortgages, general security agreements, debentures and other documents and security, and to grant, issue, execute and deliver all such documents and instruments on behalf of the Society.”

The above special resolutions of the members of the Society were duly passed by the members present and entitled to vote at the special general meeting of members of the Society duly called and held on the 2nd day of April, 2012, which special resolutions are in full force and unamended as of this ____ day of _____________, 2012. ________________________________ Signature of the Chair of the Board