CIABC Act + Bylaws

CIABC Act

1. The name of the Society is Cosmetology Industry Association of British Columbia.
2. The purposes of the Society are:
1. Elevate the standards of cosmetology;
2. Promote the cosmetology industry;
3. Assist in the training and examination of students in the cosmetology field;
4. Provide continuing education where possible for members;
5. Liaise with representatives of other jurisdictions on matters concerning both jurisdictions;
6. Liaise with organizations representing groups or industries affiliated with cosmetology;
3. The activities of the Society shall be carried on without purpose of gain for the members of the Society and any income, profits or other accretions to the Society shall be used in promoting the purposes of the Society. This paragraph shall be unalterable in accordance with section 22 of the Society Act of British Columbia.
4. In the event of winding-up or dissolution of the Society, all funds and assets of the Society remaining after the payment or satisfaction of all costs, charges, expenses, debts and liabilities of the Society, including the remuneration (if any) of a liquidator, and after payment of employees of the Society of any arrears of salaries or wages, and after the payment of any other debts of the Society, shall be as determined by the directors of the Society, divided among the members in good standing of the Society or transferred to such organization or organizations that are determined by the members of the Society to have purposes similar to those of the Society; In the event that the directors do not make the determination, then the assets remaining must be paid, transferred or delivered directly to the Ministry of Finance and Corporate Relations. This paragraph is alterable in accordance with section 22 of the Society Act of British Columbia.

Bylaws of the Cosmetology Industry Association of British Columbia

Part 1 - Interpretation
1. (1) In these bylaws, unless the context otherwise requires,
  (a) “directors” means the directors of the Society for the time being;
  (b) “Society Act” means the Society Act of the Province of British Columbia from time to time in force and all amendments to it;
  (c) “ordinary resolution” means a resolution passed in a general meeting by the members of the Society by a simple majority of the votes cast in person;
  (d) “registered address” of a member means his address as recorded in the register of members.
  (e) “special resolution” means a resolution passed in a general meeting by not less than a 75% vote and of which the notice that the bylaws provide, and not being less than 14 days notice, specifying the intention to propose the resolution as a special resolution, has been given;
  (f) The definitions in the Society Act on the date these bylaws become effective apply to these bylaws, save and except where specifically modified by these bylaws.
(2) Words importing the singular include the plural and vice versa; and words importing a male person include a female person and a corporation.

Part 2 - Membership
1. The members of the Society are the applicants for incorporation into the Society, and those persons who subsequently have become members, in accordance with these bylaws and, in either case, have not ceased to be members.
2. A person may apply to the directors for membership in the Society and on acceptance by the directors shall be a member.
3. All persons who are members of the Cosmetology Association in good standing for the year 2003 shall be entitled to become members of the Society upon their so applying to be members and paying the prescribed fee;
4. Membership in the Society shall be limited to those persons who are involved in cosmetology including hairdressers, nail technicians and estheticians, and including persons or corporations involved in the cosmetology industry;
5. Every member shall uphold the constitution and comply with these bylaws.
6. The amount of the first annual membership dues shall be determined by the directors and after that, the annual membership dues shall be determined at the annual general meeting of the Society.
7. A person shall cease to be a member of the Society
  (a) by delivering his resignation in writing to the secretary of the Society or by mailing or delivering it to the address of the Society;
  (b) on his death or in the case of a corporation on dissolution; or
  (c) on having been a member not in good standing for 12 consecutive months.
8. All members are in good standing except a member who has failed to pay his current annual membership fee or any other subscription or debt due and owing by him to the Society and he is not in good standing so long as the debt remains unpaid.

Part 3 - Meetings of Members
1. (1) General meetings of the Society shall be held at the time and place, in accordance with the Society Act, that the directors decide.
(2) Only members shall be entitled to attend general meetings unless permission is granted by the Chair to someone who is not a member to attend the general meeting.
2. Every general meeting, other than an annual general meeting, is an extraordinary general meeting.
3. The directors may, when they think fit, convene an extraordinary general meeting.
4. (1) 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 business.
(2) 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.
5. (1) The first annual general meeting of the Society 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.
(2) Notice of the annual general meeting shall be given to all members at least 30 days before the annual general meeting.

Part 4 - Proceedings at General Meetings
1. Special business is
  (a) all business at an extraordinary general meeting except the adoption of rules of order; and
  (b) all business transacted at an annual general meeting, except
  (c) the adoption of rules of order,
  (d) the consideration of the financial statements,
  (e) the report of the directors,
  (f) the report of the auditor, if any,
  (g) the election of directors,
  (h) the appointment of the auditor, if required, and
  (i) the other business that, under these bylaws, ought to be transacted at an annual general meeting, or business which is brought under consideration by the report of the directors issued with the notice convening the meeting.
2. (1) No business, other than the election of a chairman and the adjournment or termination of the meeting, shall be conducted at a general meeting at a time when a quorum is not present.
(2) If at any time during a general meeting there ceases to be a quorum present, business then in progress shall be suspended until there is a quorum present or until the meeting is adjourned or terminated.
(3) 20 members of the Association who are present shall constitute a quorum.
3. If within 30 minutes from the time appointed for a general meeting a quorum is not present, the meeting, if convened on the requisition of members, shall be terminated; but in any other case, it shall stand adjourned to the same day in the next week, at the same time and place, and if, at the adjourned meeting, a quorum is not present within 30 minutes form the time appointed for the meeting, the members present constitute a quorum.
4. The Chair, the Vice Chair or in the absence of both, one of the other directors present, shall preside as chairman of a general meeting.
5. If at a general meeting
  (a) there is no Chair, Vice Chair or other director present within 15 minutes after the time appointed for holding the meeting; or
  (b) the Chair and all the other directors present are unwilling to act as chairman, the members present shall choose one of their number to be chairman.
6. (1) 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.
(2) 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, save and except that the 30 day notice provision shall not apply.
(3) 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.
7. (1) No resolution proposed at a meeting need be seconded and the chairman of a meeting may move or propose a resolution.
(2) In case of an equality of votes the chairman shall have a casting or second vote in addition to the vote to which he may be entitled as a member.
8. (1) A member in good standing present at a meeting of members is entitled to one vote.
(2) Voting is by show of hands.
(3) Voting by proxy is not permitted.
9. A corporate member may vote by its authorized representative, who is entitled to speak and vote, and in all other respects exercise the rights of a member.

Part 5 - Directors and Officers
1. (1) The directors may exercise all the powers and do all the acts and things that the Society may exercise and do, and which are not by these bylaws or by statute or otherwise lawfully directed or required to be exercised or done by the Society in general meeting, but subject, nevertheless, to
  (a) all laws affecting the Society;
  (b) these bylaws; and
  (c) rules, not being inconsistent with these bylaws, which are made from time to time by the Society in general meeting.
(2) No rule, made by the Society in general meeting, invalidates a prior act of the directors that would have been valid if that rule had not been made.
2. (1) The Chair and Vice Chair shall be directors of the Society.
(2) The number of directors shall be a minimum of 5 to a maximum of 7.
3. (1) The directors shall continue for a two-year term and shall retire from office at the appropriate annual general meeting when their successors shall be elected.
(2) Separate elections shall be held for each office to be filled, provided that all persons wishing to run for election as a director shall notify the Society in writing by mail or delivery to the Society Head Office at least 15 days prior to the annual general meeting.
(3) An election may be by acclamation, otherwise it shall be by ballot.
(4) If no successor is elected the person previously elected or appointed continues to hold office.
4. (1) The directors may at any time and from time to time appoint a member as a director to fill a vacancy in the directors.
(2) A director so appointed holds office only until the conclusion of the term of the director he is replacing but is eligible for re-election at the meeting when the directors position that he is replacing would have finished in the ordinary course.
5. (1) If a director resigns his office or otherwise ceases to hold office, the remaining directors may appoint a member to take the place of the former director.
(2) No act or proceeding of the directors is invalid only by reason of there being less than the prescribed number of directors in office.
6. The directors shall be remunerated for being or acting as a director with such honorarium as shall be set at the annual general meeting; in addition a director shall be reimbursed for all expenses necessarily and reasonably incurred by him while engaged in the affairs of the Society. The first honorarium shall be set by the directors and shall remain in effect until the first annual general meeting.

Part 6 - Proceedings of Directors
1. (1) The directors may meet together at the places they think fit to dispatch business, adjourn and otherwise regulate their meetings and proceedings, as they see fit; provided that the directors shall meet together at such time as the Chair shall determine, upon 48 hours notice being given by the Chair;
(2) 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.
(3) The Chair shall be chairman of all meetings of the directors, but if at a meeting the Chair is not present within 30 minutes after the time appointed for holding the meeting, the Vice Chair shall act as chairman; but, if neither is present, the directors present may choose one of their members to be chairman at that meeting.
(4) A director may at any time, request that the Chair convene a meeting of the directors.
2. (1) The directors may delegate any, but not all, of their powers to committees consisting of the director or directors as they think fit.
(2) A committee so formed in the exercise of the powers so delegated shall conform to any rules imposed on it by the directors, and shall report every act or thing done in exercise of those powers to the earliest meeting of the directors to be held next after it has been done.
3. A committee shall elect a chairman of its meetings; but if no chairman is elected, or if at a meeting the chairman is not present within 30 minutes after the time appointed for holding the meeting, the directors present who are members of the committee shall choose one of their members to be chairman of the meeting.
4. The members of a committee may meet and adjourn as they think proper.
5. For a first meeting of directors held immediately following the appointment or election of a director or directors at an annual or other general meeting of members, or for a meeting of the directors at which a director is appointed to fill a vacancy in the directors, it is not necessary to give notice of the meeting to the newly elected or appointed director or directors for the meeting to be constituted, if a quorum of the directors is present.
6. A director who may be absent temporarily from British Columbia may send or deliver to the address of the Society a waiver of notice, which may be by letter, fax or email, of any meeting of the directors and may at any time withdraw the waiver, and until the waiver is withdrawn,
  (a) no notice of meeting of directors shall be sent to that director; and
  (b) any and all meetings of the directors of the Society, notice of which has not been given to that director shall, if a quorum of the directors is present, be valid and effective.
7. A director who is absent without good cause from 3 consecutive directors meetings may be removed by the Chair and the position shall be filled as set out in Part 5 Section 5 with respect to vacancies.
8. (1) Questions arising at a meeting of the directors and committee of directors shall be decided by a majority of votes.
(2) In case of an equality of votes the chairman shall have a second or casting vote.
9. No resolution proposed at a meeting of directors or committee of directors need be seconded and the chairman of a meeting may move or propose a resolution.
10. A resolution in writing, signed by all the directors and placed with the minutes of the directors is as valid and effective as if regularly passed at a meeting of directors.

Part 7 - Duties of Officers
1. (1) The Chair shall preside at all meetings of the Society and of the directors.
(2) The Chair shall supervise the other officers in the execution of their duties; in addition the Chair can be under contract and act as the chief executive officer of the Society or the positioned chief executive officer can be held by another person who does not have to be a director.
2. The Vice Chair shall carry out the duties of the Chair during his absence.
3. The Chair shall appoint someone to act as secretary whose duties shall include the following:
  (a) conducting the correspondence of the Society;
  (b) issuing notices of meetings of the Society and directors;
  (c) keeping minutes of all meetings of the Society and directors;
  (d) having custody of all records and documents of the Society except those required to be kept by the treasurer;
  (e) having custody of the common seal of the Society; and
  (f) maintain the register of members.
4. The Chair shall appoint someone to act as treasurer whose duties shall include the following:
  (a) keeping the financial records, including books of account, necessary to comply with the Society Act; and
  (b) rendering financial statements to the directors, members and others when required.
5. The appointed positions of secretary and treasurer may be held by one person who shall be known as the secretary treasurer.
6. In the absence of the secretary from a meeting, the directors shall appoint another person to act as secretary at the meeting.

Part 8 - Seal
1. The directors may provide a common seal for the Society and may destroy a seal and substitute a new seal in its place.
2. The common seal shall be affixed only when authorized by a resolution of the directors and then only in the presence of the persons prescribed in the resolution, or if no persons are prescribed, in the presence of the Chair or Vice-Chair.

Part 9 - Borrowing
1. In order to carry out the purposes of the Society the directors may, on behalf of and in the name of the Society, raise or secure the payment or repayment of money in the manner they decide, and, in particular but without limiting the foregoing, by the issue of debentures.
2. No debenture shall be issued without the sanction of a special resolution.
3. The members may by special resolution restrict the borrowing powers of the directors, but a restriction imposed expires at the next annual general meeting.

Part 10 - Auditor
1. This Part applies only where the Society is required or has resolved to have an auditor.
2. The first auditor shall be appointed by the directors who shall also fill all vacancies occurring in the office of auditor.
3. At each annual general meeting the Society shall appoint an auditor to hold office until he is re-elected or his successor is elected at the next annual general meeting.
4. An auditor may be removed by ordinary resolution.
5. An auditor shall be promptly informed in writing of appointment or removal.
6. No director and no employee of the Society shall be auditor.
7. The auditor may attend general meetings.

Part 11 - Notices to Members
1. A notice may be given to a member, either personally or by mail to him at his registered address.
2. A notice sent by mail shall be deemed to have been given on the second day following that on which the notice is posted, and in proving that notice has been given it is sufficient to prove the notice was properly addressed and put in a Canadian post office receptacle.
3. (1) Notice of a general meeting shall be given to
  (a) every member shown on the register of members on the day notice is given; and
  (b) the auditor, if Part 10 applies.
(2) No other person is entitled to receive a notice of general meeting.

Part 12 - Bylaws
1. On being admitted to membership, each member is entitled to and the Society shall give him, without charge, a copy of the constitution and bylaws of the Society.
2. These bylaws shall not be altered or added to except by special resolution.

Part 13 - Head Office
1. The Head Office of the Society shall be in the Lower Mainland Area.

Part 14 - Rules of Order
1. The proceedings of all meetings of the Society shall be governed by Roberts Rules of Order -Newly Revised.

Part 15 - Code of Conduct
1. All Directors shall agree to be bound by the Code of Conduct adopted by the directors, which code of conduct can be altered or added to by the directors.
2. The directors shall be entitled on a two-thirds vote to remove a director from his position for violation of the Code of Conduct.