Bylaws

+ PART 1 — INTERPRETATION

1.1 In these bylaws, unless the context otherwise requires: "AIHA" means the American Industrial Hygiene Association of Fairfax Virginia, USA;"directors" means the directors of the society for the time being;"local section" is the alternate common reference of this society;"Society Act" means the Society Act of British Columbia from time to time in force and all amendments to it;"registered address" of a member means the member's address as recorded in the register of members.

1.2 The definitions in the Society Act on the date these bylaws become effective apply to 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

3. The members of the society are the applicants for incorporation of the society, and those persons who subsequently become members, in accordance with these bylaws and, in either case, have not ceased to be members.

4. A person may apply to the directors for membership in the society and on acceptance by the directors is a member.

5. Every member must uphold the constitution and comply with these bylaws and have a professional interest in industrial hygiene, health, safety and the environment.

6. The amount of the first annual membership dues must be determined by the directors and after that the annual membership dues must be determined by a two-thirds majority ballot of the membership in accordance to Part 12 section 64.

7. A person ceases to be a member of the society

(a) by delivering his or her resignation in writing to the secretary of the society or by mailing or delivering it to the address of the society,

(b) on his or her death, on dissolution,

(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 or her current annual membership fee, or any other subscription or debt due and owing by the member to the society, and the member is not in good standing so long as the debt remains unpaid after March 1 of any year.

9. Members accepted for membership shall pay 100% of the annual dues.

+ PART 3 — MEETINGS OF MEMBERS

11.1 General meetings of the society must be held at the time and place, in accordance with the Society Act, that the directors decide.

11.2 Annual General meetings will be held on or before March 31.

12. Every general meeting, other than an annual general meeting, is an extraordinary general meeting.

13.1 The directors may, when they think fit, convene an extraordinary general meeting.

13.2 Extraordinary general meetings may be convened by 10 or more members in good standing by submitting a signed petition to the President.

14.1 Notice of a general meeting must specify the place, day and hour of the meeting and, in case of special business, the general nature of that business.

14.2 Notice of a meeting must be given at least 7 days in advance.

15. The first annual general meeting of the society must be held not more than 15 months after the date of incorporation and after that an annual general meeting must 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.

+ PART 4 — PROCEEDINGS AT GENERAL MEETINGS

16. Special business is

(a) all business at an extraordinary general meeting except the adoption of rules of order and

(b) all business conducted at an annual general meeting, except the following:

(i) the adoption of rules of order;

(ii) the consideration of the financial statements;

(iii) the report of the directors;

(iv) announcement of elected directors;

(v) the other business that, under these bylaws, ought to be conducted at an annual general meeting, or business that is brought under consideration by the report of the directors issued with the notice convening the meeting.

17.1 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 when a quorum is not present.

17.2 If at any time during a general meeting there ceases to be a quorum present, business then in progress must be suspended until there is a quorum present or until the meeting is adjourned or terminated.

17.3 A quorum is 20% members in good standing present or a greater number that the members may determine at a general meeting.

19. The president of the society, the president-elect or, in the absence of both, one of the other directors present, must preside as chair of a general meeting.

20.
If at a general meeting

(a) there is no president, president-elect or other director present within 15 minutes after the time appointed for holding the meeting, or

(b) the president and all the other directors present are unwilling to act as the chair, the members present must choose one of their number to be the chair.

21.1 A general meeting may be adjourned from time to time and from place to place, but business must not be conducted at an adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

21.2 When a meeting is adjourned for 10 days or more, notice of the adjourned meeting must be given as in the case of the original meeting.

21.3 Except as provided in this bylaw, it is not necessary to give notice of an adjournment or of the business to be conducted at an adjourned general meeting.

+ PART 5 — DIRECTORS AND OFFICERS

22.1 The directors may exercise all the powers and do all the acts and things that the society may exercise and do, and that are not by these bylaws or by statute or otherwise lawfully directed or required to be exercised or done by the society in a general meeting, but subject, nevertheless, to

(a) all laws affecting the society,

(b) these bylaws, and

(c) rules, not being inconsistent with these bylaws, that are made from time to time by the society in a general meeting.

22.2 A rule, made by the society in a general meeting, does not invalidate a prior act of the directors that would have been valid if that rule had not been made.

23.1 The president, president-elect, secretary, treasurer, past president and 5 other general-directors are the directors of the society.

23.2 The number of directors must be 10 or a greater number determined from time to time at a general meeting.

23.3 The president, president –elect, secretary and treasurer must be members of the AIHA.

23.4 Any members in good standing may be elected to one of the 5 general-director positions.

24.1 The directors must retire from office by July 1st following the annual general meeting when their successors are elected by this schedule:

(a) president, one year;

(b) president-elect, one year and shall automatically accede to the position of president;

(c) secretary, one year;

(d) treasurer, one year;

(e) general-director, two years (two (2) directors elected on even numbered years and three (3) directors on odd numbered years);

(f) past president, one year

24.2 Separate elections must be held for each office to be filled.

24.3 An election may be by acclamation; otherwise it must be by ballot.

24.4 If a successor is not elected, the person previously elected or appointed continues to hold office.

25.1 The directors may at any time and from time to time appoint a member as a director to fill a vacancy in the directors.

25.2 A director so appointed holds office only until the conclusion of the next annual general meeting of the society, but is eligible for re-election at the meeting.

25.3 If the president-elect position is vacated, the appointed member to hold the office shall not automatically succeed the president.

26.1 If a director resigns his or her office or otherwise ceases to hold office, the remaining directors must appoint a member to take the place of the former director.

26.2 An act or proceeding of the directors is not invalid merely because there is less than the prescribed number of directors in office.

27. The members may, by special resolution, remove a director, before the expiration of his or her term of office, and may elect a successor to complete the term of office.

28. A director must not be remunerated for being or acting as a director but a director must be reimbursed for all expenses necessarily and reasonably incurred by the director while engaged in the affairs of the society.

29.1 Nominations shall be completed and ballots shall be provided at least six weeks prior to the annual general meeting.

29.2 Only those authorized ballots received by the Secretary seven days prior to the annual general meeting will be counted, a simple majority is required for election.

29.3 Balloting results with be announced at the annual general meeting.

29.4 Balloting will be done in accordance with the secure voting system, Part 12 section 64.

+ PART 6 — PROCEEDINGS OF DIRECTORS

30.1 The directors may meet at the places they think fit to conduct business, adjourn and otherwise regulate their meetings and proceedings as they see fit, provided notification of at least seven days is given.

30.2 A majority directors shall constitute a quorum necessary to conduct business.

30.3 The president is the 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 president-elect must act as chair, but if neither is present the directors present may choose one of their numbers to be the chair at that meeting.

30.4 A director may at any time, and the secretary, on the request of a director, must, convene a meeting of the directors.

31.1 The directors may delegate any, but not all, of their powers to committees consisting of the director or directors as they think fit.

31.2 A committee so formed in the exercise of the powers so delegated must conform to any rules imposed on it by the directors, and must report every act or thing done in exercise of those powers to the earliest meeting of the directors held after the act or thing has been done.

32. A committee must elect a chair of its meetings, but if no chair is elected, or if at a meeting the chair is not present within 30 minutes after the time appointed for holding the meeting, the directors present who are members of the committee must choose one of their numbers to be the chair of the meeting.

33. The members of a committee may meet and adjourn as they think proper.

34. 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.

35. A director who may be absent temporarily from British Columbia and the Yukon may send or deliver to the address of the society a waiver of notice, which may be by letter, telegram, email, telex or cable, of any meeting of the directors and may at any time withdraw the waiver, and until the waiver is withdrawn,

(a) a notice of meeting of directors is not required to 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, if a quorum of the directors is present, are valid and effective.

36.1 Questions arising at a meeting of the directors and committee of directors must be decided by a majority of votes.

36.2 In the case of a tie vote, the chair does not have a second or casting vote.

37. A resolution proposed at a meeting of directors or committee of directors need not be seconded, and the chair of a meeting may move or propose a resolution.

38. 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

39.1 The president presides at all meetings of the society and of the directors.

39.2 The president is the chief executive officer of the society and must supervise the other officers in the execution of their duties.

40. The president-elect must carry out the duties of the president during the president's absence.

41. The secretary must do the following:

(a) conduct the correspondence of the society;

(b) issue notices of meetings of the society and directors;

(c) keep minutes of all meetings of the society and directors;

(d) have custody of all records and documents of the society except those required to be kept by the treasurer;

(e) have custody of the common seal of the society;

(f) oversee maintenance of the membership roster.

42.
The treasurer must

(a) keep the financial records, including books of account, necessary to comply with the Society Act,

(b) render financial statements to the directors, members and others when required.

43.1 The offices of secretary and treasurer may be held by one person who is to be known as the secretary treasurer.

43.2 If a secretary treasurer holds office, the total number of directors must not be less than 5 or the greater number that may have been determined under bylaw 27 (2).

44. In the absence of the secretary from a meeting, the directors must appoint another person to act as secretary at the meeting.

45. Local section directors are permitted to keep society records at their place of residence as long as the records remain in British Columbia or the Yukon with the provision that

(a) the treasurer is responsible for financial records

(b) the secretary is responsible for the membership list, meeting minutes, By-laws and policy-procedure documents

(c) the president is responsible for historical newsletters and significant miscellaneous documents of the society

46. Issues of major importance to the local section, including non-routine expenditures exceeding $1000 CAN will require a majority two-thirds vote in accordance with the secure voting system, Part 12 section 64, before being adopted.

47. The program committee shall consist of not less than three members. The president-elect shall serve as its chair, The program committee shall present a tentative schedule of programs for the year to the executive committee for its approval, On approval of the executive committee, the program committee will implement arrangements for the programs and provide the secretary with information to be circulated to the members of the local section.

48. The nominating committee shall consist of two members appointed by the president at least 60 days prior to the annual meeting of the local section and the immediate past president who shall serve as its chairman. The nominating committee shall nominate persons for officers of the local section, and it shall deliver its nominations for each office in writing to the secretary for circulation with the notice of the annual meeting. In addition to nominations made by the nominating committee, nominations may be received from the members not less than 60 days prior to the annual meeting.

49. The president and president-elect shall serve as representatives of the local section at the Local Sections Council of AIHA provided that neither is an officer or director of AIHA, in which event, the executive committee shall appoint another member as such representative.

50. Before the local section publishes or otherwise issues publicly any statement upon a policy matter that purports to represent the opinion of the AIHA, they must obtain the consent of the Board of Directors of the AIHA.

51. Before any director of the local section publishes or otherwise issues publicity any statement upon a policy matter that is within the policy area of the local section, they shall determine by poll that the statement expresses the majority opinion of the members of the local section.

52. Directors or members (in good standing or otherwise) who may receive personal gain from a proposal made to the directors shall, at the time of introduction of the proposal, declare possible conflict of interest.The individual shall remove him/herself from all discussion about the matter by the directors and shall not lobby directors on this matter.Where a proposal involving possible conflict of interest arises the directors shall solicit alternatives to ensure that the best choice is made on behalf of the members. Documentation of the selection process shall occur, so that no proposal regardless of source is rejected without justifiable cause based on technical considerations.

+ PART 8 — SEAL

53. The directors may provide a common seal for the society and may destroy a seal and substitute a new seal in its place.

54. The common seal must be affixed only when authorized by a resolution of the directors and then only in the presence of the persons specified in the resolution, or if no persons are specified, in the presence of the president and secretary or president and secretary treasurer.

+ PART 9 — BORROWING

55. Society directors will not, in the name of the society, raise or secure the payment or repayment of money by the issue of debt.

+ PART 10 — AUDITOR

56. This Part applies only if the society is required or has resolved to have an auditor.

57. The society has resolved to not have an auditor.

+ PART 11 — NOTICES TO MEMBERS

58. A notice may be given to a member, either personally, by mail, or by email to the member at the member's registered address or email provided by the member.

59. A notice sent by mail or email is deemed to have been given on the second day following the day 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 or sent from the secretary’s computer.

60.1 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 Part 10 applies.

60.1 No other person is entitled to receive a notice of a general meeting.

+ PART 12 — VOTING

61.1 A by-law resolution proposed at a meeting, general meeting or special meeting by a member in good standing shall be presented in writing to the membership present and after circulation of the resolution, a simple majority vote shall pass the motion that the resolution to be considered for a full ballot of the membership.

61.2 In the case of a tie vote, the chair does not have a casting or second vote in addition to the vote to which he or she may be entitled as a member and the proposed resolution does not pass.

62.1 A member in good standing present at a meeting of members is entitled to one vote.

62.2 Voting is by show of hands.

62.3 Voting by proxy is not permitted.

63. 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, and that representative must be considered as a member for all purposes with respect to a meeting of the society.

64.1 A full ballot of the membership in good standing shall be done by a secure voting system that consists of a paper based ballot or an internet-based ballot at the choice of the member.

64.2 Paper based ballots will be mailed to members who request a paper ballot from the Secretary.

64.3 The Webmaster, in collaboration with the directors shall recommend options regarding the development and maintenance of the internet-based secure voting system.The Webmaster and directors will develop documentation to explain the design and security features of the internet based ballot system to ensure a member only casts one vote.

+ PART 13 — BYLAWS

65. On being admitted to membership, each member is entitled to, and the society must give the member without charge, a copy of the constitution and bylaws of the society.

66. These bylaws must not be altered or added to except by

(a) a two-thirds vote of the members of the local section who respond to a ballot in accordance with the secure voting system, Part 12 section 64

(b) amended or new bylaws approved by the board of directors of AIHA

67. Altered or added to bylaws meeting the conditions of section 66 will be submitted to the Registrar of Companies (BC) with the required fee and shall then become effective.