Canadian Parents for French
[ANYTOWN] Chapter
BYLAWS
First Adopted: [DATE]
Canadian Parents for French
[ANYTOWN] Chapter
BYLAWS
Adopted: [DATE]
The CPF-BC & Yukon Bylaws and the British Columbia Societies Act govern the Canadian Parents for French-British Columbia & Yukon Branch and all its British Columbia & Yukon Chapters. Where there is a discrepancy between the CPF BC & Yukon Bylaws and the BC Societies Act, the BC Societies Act will take precedence.
Any Chapters located in Yukon Territory will adhere to the Yukon Societies' Act, rather than the British Columbia Societies' Act. In such case where there is a discrepancy between the bylaws and the Societies' Act, the Yukon Societies’ Act shall take precedence.
The [ANYTOWN]Chapter is able to adopt and amend internal Chapter Bylaws as long as they are consistent with the procedures and rules outlined in the greater CPF BC & Yukon Bylaws.
The following Bylaws are for the Canadian Parents for French (CPF) – [ANYTOWN] Chapter, a Chapter of a national organization for the promotion of French second language learning opportunities for youth.
1.0 Object
The object of Canadian Parents for French - [ANYTOWN]Chapter is to promote opportunities for young Canadians to learn and use the French language.
2.0 Definitions
a) In these Bylaws, and in all other rules and regulations and policies of Canadian Parents for French - [ANYTOWN]Chapter, unless otherwise stated:
“Adult” means a person deemed to be an adult by the Province of British Columbia (or the Yukon Territory, where applicable).
“Associate Membership Organization” or “AMO” means a national, provincial or local organization or group whose purpose allows for cooperation and exchange of information with Canadian Parents for French and which accepts a non-voting membership in CPF. Associate Member Organizations do not count towards quorum at Branch or Chapter meetings.
“Branch” is the provincial and territorial body which is that part of the CPF Corporation between the National and Chapter levels. There shall be at least two (2) Chapters and fifty (50) voting members in the province and territory to ensure the Branch is recognized by CPF National. At the discretion of the National Board of Directors, provincial or territorial groups not meeting the minimum requirements of a Branchmay be granted affiliate Branch status.
“Branch Board of Directors” refers to the Board of Directors of the CPF BC & Yukon Branch. It is the governing entity of the BC & Yukon Branch.
“Chapter” means an organized group of CPF members residing in a jurisdiction. The Chapter is governed in accordance with the CPF BC & Yukon Branch Bylaws. There shall be at least ten (10) voting members in the local jurisdiction before a Chapter may be recognized. Exception to this rule may be considered by the National Board of Directors, on the advice of the Branch Board of Directors, on a case by case basis.
“Chapter Board of Directors” refers to the Board of Directors of a CPF BC & Yukon Chapter. It is the governing entity of a local CPF Chapter.
“Chapter Director” refers to any individual who is duly elected into a position on the Chapter Board of Directors. To be eligible to serve as a director of a chapter an individual must be considered a Voting Member in good standing. Only Chapter Directors have voting rights at a Chapter Board of Directors meeting.
“Chapter Signing Officer” refers to a Chapter Director who has been duly appointed as a signing authority for the chapter’s financial institution.
“Chapter Representative” refers to any individual who is actively involved with a local CPF chapter. This includes Chapter Board of Directors and non-voting chapter volunteers.
“CPF” means Canadian Parents for French.
“In-Person” means an individual is present at a meeting either physically, or using a technology that allows for two-way communication between the individual and all other participants. If technology fails in the middle of a meeting, the meeting shall not be declared invalid, however, participants must make due effort to try and bring the person back into the meeting.
“Instruments in writing” means all documents, deeds, mortgages, hypothecs, pledges, charges, liens, conveyances, transfers, and assignments of property (real or immovable, personal or movable), agreements, contracts, tenders, releases, receipts, and discharges for the payments of money or other obligations, conveyances, transfers, and assignments of shares, stocks, bonds, debentures, or other securities.
“Jurisdiction” means a geographical area in which members reside. A chapter is formed with regards to such a jurisdiction, and generally is equivalent to the boundaries of school districts in British Columbia and the Yukon.
“Member” means any adult who is interested in furthering the object of Canadian Parents for French and whose application for admission as a member has been processed in accordance with policies established by the CPF National Board of Directors.
“Member Household” means a domestic establishment occupied by at least one adult who has purchased a CPF membership.
“National Board of Directors” refers to the governing entity of the CPF national network, national office, and where stipulated is the adjudicator of internal chapter and or branch conflict resolution.
“Notice in writing” includes notice delivered by mail or electronically or by any method which results in a copy of the notice arriving at the last known address of the person for whom the notice is intended.
“Voting Member” is an adult who has paid the appropriate membership fee and whose application has been accepted under the voting member designation. See 4.3.
b) In these Bylaws, unless otherwise stated, the use of a masculine or feminine form is intended to denote both genders.
c) Headings are for ease of reference only.
3.0 Parliamentary Authority
The rules contained in Robert’s Rules of Order Newly Revised (RONR) shall govern the Chapter in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and any special rules of order adopted at an Annual or Special General Meeting of the Voting Members.
4.0 Membership
4.1 Membership Fees
Membership fees and their distribution shall be established from time to time by the National Board of Directors of CPF.
4.2 Members
Any adult residing in or associated with[ANYTOWN]who is interested in furthering the object of CPF and whose application for admission as a member has been processed in accordance with policies established by the National Board of Directors of CPF shall have the right to be a Voting Member of CPF– [ANYTOWN]Chapter.
4.3 Voting Members
A Voting Member:
a)Is an adult person who has paid the appropriate membership fee and whose application has been accepted under the Voting Member designation. A maximum of two adult persons of a Member Household shall be deemed Voting Members;
b)Shall have the right to vote at all general meetings of the Chapter. Only Voting Members may be, or nominated to be, Chapter Directors;
c)May be designated as a Distinguished Life Member in accordance with the criteria outline in the appropriate National Board of Directors of Canadian Parents for French policy;
d)A Member Household may designate up to two voting members at the time of application. Changes to voting member designation may be made with the approval of the Branch Board of Directors.
4.4 Associate Member Organization
Any organization located within or associated with[ANYTOWN]which is interested in endorsing the goals and activities of CPF and whose application for admission as a member has been processed in accordance with policies established by the National Board of Directors of CPF may become an Associate Member Organization (AMO).
The AMO is entitled to newsletters and other designated reports or mailings sent to the organization’s headquarters. The AMO is entitled to send representatives to Annual and Special General Meetings of the Chapter as non-sponsored, non-voting delegates. AMO status confers no right to vote at any level of the organization.
4.5 Termination of Membership
A member shall be deemed to have been withdrawn from membership when the member dies.
A member shall be expelled for actions that are contrary to the goals and objectives of CPF upon a recorded two-thirds (2/3) vote of the National Board of Directors of CPF.
4.6 Resignation of Membership
A member may resign at any time by notifying the National Office of CPF. The resignation will take place immediately upon receipt by the National Office of CPF.
A member shall be deemed to have resigned from membership 90 (ninety) days after the expiration of their membership.
4.7 Voting Restrictions on Members Receiving Remuneration
Members who receive remuneration from CPF for other than reasonable out of pocket expenses shall not have the right to vote at any level of the organization during their term of employment or during the period of any service contract they hold with CPF.
4.8 Record of Membership
A record of all members will be kept at the National Office of CPF. Applications and fees received by CPF– [ANYTOWN]Chapter shall be forwarded immediately to the National Office.
5.0 Annual, Special, & General Meetings
5.1 Annual Meetings
The Annual General Meeting shall be held annually, at such place in the applicable jurisdiction, and on such days, as the Chapter Board of Directors shall designate.
5.2 Special General Meetings
The Chapter Board of Directors may call a Special General Meeting of the Chapter Board of Directors and Voting Members at any time, and must call a Special General Meeting upon the written request of 10% or more of the Voting Members, or six (6) Voting Members, whichever number is greater.
5.3 Chapter Meetings
The Chapter Board of Directors shall determine the number of Chapter meetings to be held each year with a minimum of two per year.
5.4 Mandatory Functions
The following functions shall be performed at the Chapter Annual General Meeting:
a)Receive the report of the President;
b)Elect the President, Secretary and Treasurer in the appropriate year in accordance with clauses 6.2 and 6.3;
c)Elect the remaining members of the Chapter Board of Directors in the appropriate year in accordance with clauses 6.2 and 6.3;
d)Receive the annual financial statements in accordance with clauses 9.4;
e)Consider any other business that it considers appropriate and is brought before it by the Chapter Board of Directors and Voting Members.
5.5 Calling of Meetings
Notice in writing of an Annual or Special General Meeting of the Chapter shall be conveyed to Chapter Board of Directors, Voting Members and the Branch Executive Director such that it is received at least 14 days before the day of the meeting. Notice in writing of a meeting shall specify the place, day and hour of the meeting, and in the case of special business, the general nature of the business to be conducted at the meeting. 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.
See section 5.6 for further explanation of the role of the Branch Executive Director in a meeting of a Chapter.
5.6 Quorum and Voting
Each Chapter Director and Voting Member has one vote to be exercised in person at each Annual or Special General Meeting.
Quorum shall be five (5%) percent of the Voting Members within said chapter. If, when calculated, this number exceeds ten (10) voting members, ten (10) shall be sufficient quorum. Further, if when calculated, this number is less than six (6) voting members, a quorum of six (6) voting members must be reached.
Resolutions shall be decided by a simple majority of those Voting Members present.
The Branch Executive Director, although having no vote, is entitled to receive notice in writing of, and to attend and address any meeting of the Chapter Boards of Directors, Chapter Annual General Meetings, or any special General Meetings of the Chapter. The Branch Executive Director shall not contribute to the quorum of a meeting.
5.7 Chairperson
The Chapter President shall be chair of meetings of the Chapter Directors and/or Voting Members and shall preside at all Chapter Annual or Special General Meetings. In the absence of the President, the Vice-President shall preside. At the discretion of the Chapter President, any individual deemed appropriate may be designated chairperson of a CPF Chapter General Meeting. The designated chairperson would need to be ratified by a simple majority of the Voting Members present.
5.8 Minutes of Meetings
The Secretary shall be responsible for recording and keeping the minutes of all Chapter Annual and Special General Meetings of the Voting Members in accordance with the procedures, rules, and policies adopted by the Chapter Board of Directors.
6.0 Chapter Board of Directors
6.1 Composition of Chapter Board of Directors
The Chapter Board of Directors shall consist of not fewer than three (3) Voting Members duly elected at the Chapter Annual General Meeting. At a minimum, the director positions to be filled shall be the:
a)Chapter President
b)Chapter Vice-President
c)Chapter Treasurer
A chapter board of director position can only be created at a chapter General Meeting. If a director’s position becomes vacant, it can be filled – by a simple majority of active Chapter Directors - at any regular meeting of the chapter board of directors. Only duly elected Chapter Directors have voting rights at a meeting of the Chapter board of directors.
6.2 Election of Chapter Board of Directors and Term of Office
The Chapter Board of Directors shall be elected at the Chapter Annual General Meeting, to hold office from the conclusion of the Chapter Annual General Meeting at which they are elected or appointed until the conclusion of the Chapter Annual General Meeting two years later. Vacancies occurring in these offices may be filled by the Chapter Board of Directors.
6.3 Duties of the Chapter Board of Directors
All Chapter Directors sit on the Chapter Board of Directors in a personal capacity. They are to uphold the mission, oversee the officers, set and monitor the policies, finances and internal controls. In exercising their powers and in discharging their duties to the Chapter, they shall act with diligence and skill, honestly and in good faith, with a view to best the interests of CPF.
6.4 Role of the Chapter Boardof Directors
The Chapter Board of Directors carries out the objects of CPF in accordance with the mission of Canadian Parents for French, and serves as a link between CPF and its members, and the public. More particularly, and without restricting its powers under the Societies' Act, the Board of Directors of the Chapter:
a)May establish governing policies that at the broadest levels, address:
i)Executive Limitations: which comprise constraints on Chapter Board of Directors authority establishing the prudent and ethical boundaries within which all Chapter Board of Director activity and decisions must take place;
ii)Governance Process: which specifies how the Chapter Board of Directors conceives, carries out and monitors its own role
b)Shall monitor performance within the Chapter to ensure compliance with BC & Yukon governing policy;
c)Shall approve the financial statements of the Chapter and submit the approved statements to the Branch office following the chapter AGM.
6.5 Delegation
The Chapter Board of Directors may delegate power to any director or committee except the power:
a)To submit to the Chapter Annual or Special General Meetings any matter requiring their approval;
b)To fill vacancies among Chapter Directors;
c)To issue securities or debt obligations except as previously authorized by the Chapter Board of Directors;
d)To purchase, or redeem or otherwise acquire securities or debt obligations issued by the Chapter; and
e)To approve annual financial statements.
6.6 Meetingsof the Chapter Board
The Chapter Board of Directors shall meet at least three times a year at the call of the Chapter President at a place in the applicable jurisdiction determined by the Chapter Board of Directors or the Chapter President. One of these meetings is to be in conjunction with the Chapter Annual General Meeting. A meeting may be conducted by means of telephone or other communication facilities that permit all persons to communicate with each other, with the consent of all Chapter directors, and a Chapter Director participating by that means shall be deemed to be present at the meeting.
6.7 Notice of Meetingsof the Chapter Board
Notice in writing of a meeting of the Chapter Board of Directors shall be conveyed or delivered at least fourteen (14) days before the day of the meeting. Notice of the meeting need not specify the business of the meeting except when it is intended:
a)To submit to the combined Chapter Board of Directors and Voting Members any question requiring their approval;
b)To fill vacancies among the Chapter Board of Directors;
c)To issue securities or debt obligations except as previously authorized by the Chapter Board of Directors;
d)To purchase, or redeem or otherwise acquire securities or debt obligations issued by the Chapter;
e)To approve annual financial statements.
Notice of any meeting may be waived by a Chapter Director and any irregularity in the notice or the calling of any meeting does not invalidate any of the proceedings at the meeting where there has been substantial compliance with the provisions of this section.
6.8 Quorumof Meetingsof the Chapter Board
A majority of Chapter Directors currently serving constitutes a quorum at meetings of the Chapter Board. As long as a quorum exists, continuing Chapter Directors may act, despite any vacancy on the Chapter Board of Directors.
6. 9 Voting at Meetingsof the Chapter Board
Each member of the Chapter Board of Directors, including the chairperson, has one vote meetings of the Chapter Board. Questions arising at any meeting of the Chapter Board of Directors shall be decided by a simple majority of those Chapter Directors present.
6.10 Chairperson of the Chapter Board
The Chapter President shall be the Chairperson of the Chapter Board of Directors and shall preside at all meetings of the Chapter Board. In the absence of the Chapter President, the Vice-President shall preside. At the discretion of the Chapter President, any individual deemed appropriate may be designated chairperson of a CPF chapter board of directors meeting. The designated chairperson would need to be ratified by a simple majority of the board of directors present.