Background to the proposed changes to the Constitution and Bylaws
The Executive Committee of the UBC Faculty Association will be presenting an updated Constitution and Bylaws at the Fall General Meeting on October 30, 2018. The changes to the Constitution and Bylaws were driven by a legislative change to the Society Act, now called the Societies Act, SBC 2015, c. 18 (the “Act”) that came into force on November 28, 2016. The Faculty Association must transition to the new Act no later than November 28, 2018. The Faculty Association has therefore updated our Constitution and Bylaws to ensure we are in compliance with the new requirements under the Act.
While the bulk of the revisions were made to ensure compliance with the new Act, and to provide greater transparency and consistency in the governance structure of the Association, a substantive change to the Bylaws concerns aligning membership in the Association with membership in the bargaining unit. Under the new Bylaws, individuals who are not members of the bargaining unit (such as Chancellors or Chancellor’s emeriti, or former active members of the Association) will no longer qualify for membership in the Association. Other changes include making it clear that the Executive Director attends but does not vote at Executive Committee meetings, lowering quorum requirement for general meetings, ensuring that general meetings are broadcast simultaneously between the Vancouver and Okanagan campuses to ensure that all members of the Association can participate, and clarifying that votes, including elections to Executive Committee positions, will take place by electronic ballots.
The Executive Committee is also recommending that the Faculty Association designate itself as a member-funded society. Member funded societies are societies that are funded primarily by members to carry out activities on behalf of its membership. Member funded societies do not have to provide copies of financial statements to the public (they are required to present them to the membership), have more flexibility in their governance structure than regular societies, and upon dissolution of the society, member funded societies may distribute their assets to members rather than to qualifying societies or charities.
The Executive Committee is therefore providing notice of motion to the membership regarding the following resolutions:
- To adopt a motion to become a member-funded society;
- to adopt the new bylaws;
- to complete the transition process; and
- to amend the Constitution.
The motions, to be voted on by electronic ballot commencing on November 1, are as follows:
1. Adoption of Member-funded Status (Special resolution)
- The Societies Act, SBC 2015, c. 18 (the “Act”) came into force on November 28, 2016;
- The Act requires the Association to take steps to transition to the Act by November 28, 2018;
- The Act establishes a category of society called a “member-funded society”;
- A member-funded society is a society that it funded primarily by its members to carry on activities for the benefit of its members;
- A society cannot be a member-funded society if it receives public donations or government funding above a certain threshold;
- On liquidation or dissolution of a member-funded society, the society may distribute its money and other property to its members;
- Section 28 of the Act, which requires a society to provide a member of the public with a copy of its financial statements upon request and the payment of a reasonable fee, does not apply to a member-funded society;
- Section 36 of the Act and Section 9 of the Societies Regulation, which require a society to include in its financial statements the remuneration paid to the society’s directors and the remuneration paid to an employee or contractor of the society of $75,000 or more, do not apply to a member-funded society;
- Section 41 of the Act, which prohibits a society from engaging a majority of the directors of the society under contracts of employment or contracts of service for remuneration, does not apply to a member-funded society; and
- In accordance with Section 242 of the Act, a society may during the transition process include in its constitution a statement that it is a member-funded society, if the inclusion of that statement has been authorized by special resolution.
IT IS RESOLVED AS A SPECIAL RESOLUTION that the Association upon transition to the new Societies Act will be a “member-funded society” under that Act.
2. Adoption of the New Bylaws (Special resolution)
IT IS RESOLVED AS A SPECIAL RESOLUTION that effective upon the Association’s transition to the new Societies Act, SBC 2015, c. 18, the Association’s existing Bylaws be rescinded and replaced with the attached new Bylaws.
*Please note that these documents have been updated to correct minor typos and formatting – 17 Oct 2018.
3. Completion of the Transition Process (Ordinary resolution)
WHEREAS the new Societies Act, SBC 2015, c.18 (the “Act”) came into force on November 28, 2016, and the Association is required by that Act to take steps to transition to the new Act;
IT IS RESOLVED that the Association’s Executive Director may take all of the necessary steps to transition the Association to the new Act, or may instruct the Association’s legal counsel to take such steps.
4. Amending the Constitution (Special resolution)
IT IS RESOLVED AS A SPECIAL RESOLUTION that effective after the Association’s transition to the new Societies Act, SBC 2015, c.18, the Association’s purposes as set out in its Constitution be revised to read as follows:
The purposes of the Society are:
- to promote the welfare of faculty members and other persons in its bargaining unit employed by the University of British Columbia; and
- to act as the bargaining agent for all persons in its bargaining unit with the University of British Columbia and to regulate relations between the persons in its bargaining unit and the University through collective bargaining.