CONSTITUTION OF THE CANADIAN REFORMED SCHOOL
ASSOCIATION OF LANGLEY, B.C.
Article 1: Name
The name of the Association is the CANADIAN REFORMED SCHOOL ASSOCIATION OF LANGLEY, B.C.
Article 2: Purpose
The purpose of the Association is the advancement of education and religion on the basis of the infallible Word of God, interpreted in accordance with the Confessions of the Canadian Reformed Churches, i.e., the Three Forms of Unity, and this by means of the founding and maintaining of a school or schools.
Bylaws of the Canadian Reformed School Association of Langley B.C. (the “Society”)
Article 1: Definitions
1. In these Bylaws:
“Act” means the Societies Act of British Columbia as amended from time to time;
“Board” means the directors of the Society;
“Bylaws” means these Bylaws as altered from time to time.
2. The definitions in the Act apply to these Bylaws.
Article 2: Basis
The basis of the Society is the infallible Word of God, interpreted in accordance with the Confessions of the Canadian Reformed Churches, i.e., the Three Forms of Unity. The members of the Society shall recognize in all their endeavours, the Holy Scriptures as the complete Word of God, and hence the Confessions founded thereon, i.e., the Three Forms of Unity. This provision was previously unalterable. This provision can only be altered by means of a Special Resolution passed by one hundred percent of the votes cast by the voting members.
Article 3: Membership
1. A person who is a member of a Canadian or American Reformed church, or a member of a church with whom the Canadian Reformed Churches maintain ecclesiastical fellowship, and affirms the basis and purpose of the Society as outlined in the Constitution and Bylaws, may apply to the Directors for membership in the Society and, upon acceptance by the Directors, shall be a member.
2. Every member must abide by the Constitution of the Society and must comply with these Bylaws. Members are expected to attend general meetings.
3. Members are required to pay monthly membership dues, such amount to be determined by the Board and approved by membership.
4. Membership may be terminated by resignation in writing by the member or by resolution of the Board upon failure of a member to comply with clause 1 of this Article.
5. Membership includes the privilege of voting at general meetings (with husband and wife having together one vote), participating in the Society’s activities on behalf of the school, and being eligible to serve on the Board and Committees of the Board.
6. A member who is four months or more in arrears of the payment of membership dues or tuition fees is no longer considered to be in good standing, unless such member shall have entered into an agreement with the Board concerning the payment of the arrears. A member who is no longer considered to be in good standing shall not be entitled to vote at meetings of the Society.
7. Donors shall have the privilege of attending the general meetings; however, they shall only have an advisory voice and shall not be entitled to vote.
Article 4: Fees
1. Members who do not have children enrolled in the Society are expected to pay the membership fee as set forth by the annual fee schedule to maintain membership status with the Society.
2. Parents, including non-members, who want a child or children enrolled in the Society, must have paid a minimum Entrance Fee, as set by the Entrance Fee Policy. In special cases, the Board is authorized to make special arrangements. Proposed changes to the Entrance Fee Policy may be made only by the Board, and the Board is required to announce proposed changes to the Entrance Fee Policy to the membership before and during a membership meeting.
3. In the event that parents are in default of paying tuition fees, the Board is authorized to refuse the children of those parents admittance to the school.
Article 5: Officers and Board Directors
1. The Board shall consist of eight directors. The term of office shall normally be three years.
2. The Directors shall be elected by secret ballot at the Fall Annual General Meeting.
3. No Director may serve more than three consecutive terms.
4. Directors must confirm that they consent to act as a director by either accepting the office at the meeting in which they are elected, or by signing a written Consent to Act form.
5. All Directors shall be members in good standing and meet the requirements for Directors set out in the Act and other applicable statutes.
6. A director shall have a duty of loyalty and a duty of care for the best interests of the Society. Further, he/she must act in accordance with the Act and its regulations, and in accordance with the Bylaws of the Society.
7. The Board shall elect from among its members a President, Vice-President, Secretary, Treasurer and such officers as it may deem necessary.
8. Any Director absent for three consecutive Board meetings without reasonable excuse shall vacate his seat. All vacancies occurring in the Board shall be filled for balance of term at the next general membership meeting.
9. At least five Directors shall be parents who have a child or children attending the school or schools of the Society.
10. Nominations for Directors shall be presented by the Board to the members at least fourteen days prior to the membership meeting. Nominations from the membership shall have the consent of the nominee and be supported by at least two other members. Nominations shall be submitted in writing to the Board not later than fifteen minutes before the meeting.
11. The members may remove a Director before the expiration of his term of office, and may elect a successor to complete the term of office by means of a special resolution passed by at least two-thirds of the votes cast by the voting members.
12. No Director shall be remunerated for being or acting as a Director, but a Director shall be reimbursed for all expenses necessarily and reasonably incurred while engaged in the affairs of the Society.
Article 6: Fiscal Year
1. The fiscal year of the Society shall end on the thirtieth day of June of each year.
2. The "Balance Sheet" and "Receipts and Disbursements" statements, together with the accountant’s review engagement report shall be submitted for adoption at the annual general meeting,
3. At least fourteen days before the commencement of the fiscal year the Board shall submit to the membership a budget for approval.
Article 7: Duties of the Directors
1. The President shall occupy the chair at all meetings, receive and put the motions, inform the Society of the proceedings since the last meeting, and cause the minutes of the meetings and other communications to be read and announce to the meeting anything he deems of interest to the members; act as ex officio member of all committees, and endeavour to promote harmonious development of the aims and objectives of the Society.
2. The Vice-President shall take the place of the President in the latter's absence, act at all times with the President in auxiliary capacity and act as an ex officio member of all committees.
3. The Secretary shall keep the minutes of all membership meetings and board meetings and carry on all correspondence in the interests of the Society.
4. The Treasurer shall ensure that the accounting records of the Society are kept in good order, provide direction to the bookkeeper, ensure that there are adequate internal controls, review and submit financial reporting at regular intervals to the Board and present an unaudited financial statement together with the review engagement report as prepared by the Society’s accountant for submission to the Annual Meeting.
5. Any two Directors shall sign all papers and documents requiring signatures in the name of and on behalf of the Society.
6. A Director has the duty to avoid conflicts of interest. If a director has a direct or indirect material interest in a contract or transaction with the Society or in a matter in consideration by the Board, he/she must fully disclose the nature and extent of the interest, abstain from voting, and leave the Board meeting when the matter is being discussed.
Article 8: Duties of the Board
1. The Board shall meet at least four times per fiscal year, and may further meet as often as is deemed necessary. On written request of at least two Directors (the “Requisition”), a special Board meeting shall be called. The Requisition for these special meetings must be accompanied by an outline of the agenda, and shall be forwarded by the Secretary to the Directors at least seven days prior to the meeting.
2. Five or more Directors shall constitute a quorum of any board meeting.
3. The Board may invite the Principal and/or Vice-Principal of the school to its meeting; they shall only have an advisory voice and shall not be entitled to vote.
4. The Board shall determine the school policies in harmony with the Society’s Constitution and Bylaws.
5. The Board shall select and appoint Principal and teaching staff who are qualified to carry out the educational program of the school in accordance with the Article 2 of the Bylaws.
6. The Board shall, normally, invite the advice of the Principal in matters pertaining to: appointment and discharge of personnel, teaching, and policies relating to the admittance of pupils.
7. The Board shall ensure that the school is visited at least once per term (three times per year) by several of its Directors, who will report to the Board on whether the Education given is in accordance with the policies of the Society.
8. The Board shall promote the cause of Christian education among possible members.
9. The Board may appoint committees, for special purposes, from among the membership of the Society.
Article 9: Meetings of the Members
1. General meetings are held at the time and place that the Board determines. The annual general meeting shall be held not later than the last day of October in each year, at which meeting the Board shall give account of its administration and of the activities of the Society. Business conducted at a general meeting includes the election or appointment of directors, consideration of any financial statements, consideration of any reports of the directors or auditor, and the appointment of an auditor.
2. General meetings shall be called by the Board. Members shall be notified at least fourteen days prior to each general meeting. An agenda for the meeting shall be published, which includes the nature of any business, other than ordinary business, to be transacted at the meeting in sufficient detail to permit a member receiving the notice to form a reasoned judgement concerning that business. At any general meeting, proposals from members or the Board may be presented for consideration. Proposals from members must be delivered to the board at least twenty-one days prior to the general meeting and must be signed by at least five percent of the members before being considered.
3. Special meetings may be requested by at least ten percent of the members in good standing, stating reasons for their request. A written request is required, and the Board shall call this special meeting within twenty one days after receipt of said request. If the Board fails or refuses to call such a special meeting, the members may convene the special meeting.
4. Participation in any meeting of the Society shall be in person only. One-third of the members shall constitute a quorum. If there is no quorum, the meeting shall be re-scheduled for two weeks later. At that time, all members who are present in person shall then constitute a quorum, but a quorum shall never be less than three persons. At the re-scheduled meeting only those items that were on the previous agenda may be dealt with. If, at any time during a general meeting, there ceases to be a quorum of voting members present, business then in progress must be suspended until there is a quorum present or until the meeting is adjourned or terminated.
5. The Chair of a general meeting may, or, if so directed by the voting members at the meeting, must, adjourn the meeting from time to time and from place to place, but no business may be transacted at the continuation of the adjourned meeting other than business left unfinished at the adjourned meeting. It is not necessary to give notice of the continuation of the adjourned meeting unless the adjournment is for a period of thirty days or more.
6. A matter to be decided at a general meeting must be decided by ordinary resolution unless the matter is required by these Bylaws to be decided by Special Resolution or by another resolution having a higher voting threshold than the threshold for an ordinary resolution.
7. At a general meeting, voting must be done by a show of hands, an oral vote or another method that adequately discloses the intention of the voting members, except that if, before or after such a vote, two or more voting members request a secret ballot or a secret ballot is directed by the chair of the meeting, voting must be by secret ballot. Advanced votes are permitted. Voting by proxy is not permitted.
8. Special Resolutions require a minimum of three-fourths of the votes cast by the voting members, except where provided for in these Bylaws.
9. All meetings of the Society shall be conducted according to Roberts Parliamentary Rules of Order.
Article 10: Finances
1. No major expenditure relating to the acquisition of real property or the construction or major alteration of school facilities in excess of $25,000 shall be made without the sanction of a Special Resolution of the Members.
2. In order to carry out the purposes of the Society, the Directors may, on behalf of and in the name of the Society, invest funds, raise or secure the payment or repayment of money in the manner they decide.
3. The members may restrict the borrowing or investing powers of the Directors by means of a Special Resolution, but a restriction imposed expires at the next annual general meeting.
Article 11: Curriculum and School Policies
1. A teacher holding a permanent appointment shall be a communicant member of a church referenced in Article 3.1.
2. The curriculum shall consist of the study of the Holy Scriptures, the Creeds and the History of the Church, as well as the subjects that are prescribed by the Ministry of Education for the relevant grades.
3. The Principal in cooperation with the teaching staff shall prepare the curriculum and present it to the Board for approval. After the Board's approval, this curriculum shall govern the instruction in the school.
4. The Board shall be responsible for the supervision of the application of sound doctrinal standards in the instruction and for the scholastic quality of the education.
Article 12: Admittance of Students
Normally, only children of members shall be enrolled as students. The Board may make exceptions, but in all cases the parents of these children must be in complete agreement with the basis and purpose of the Society, and in such cases, the parents shall not become voting members of the Society.
Article 13: Amendments to By-Laws
Notice to amend any by-law or introduce a new one shall be given in writing to the Board, at least one month before a general meeting. The Board shall deal with the same at a general meeting of the Society, and such amendment to the by-laws requires a Special Resolution.
Article 14: Records
1. The Society shall adhere to the record-keeping requirements of the Act, including but not limited to records of:
a. Certificate of incorporation, certified copies of the Constitution, Bylaws, statement of directors and their addresses
b. All other documents provided by the registrar
c. Orders regarding the Society (court, tribunal, or regulatory)
d. Register of directors, including their contact information
e. Consent to Act forms of directors
f. Disclosure interests of directors
g. Registry of members, with contact information
h. Minutes of membership meetings
i. Written copies of ordinary and special resolutions
j. Minutes of directors meetings
k. Written copies of directors resolutions
l. Financial statements including “adequate accounting records for all fiscal years, including record of each transaction materially affecting the financial position of the Society”
2. Members of the Society shall have the right to inspect the records of the Society, and this shall not include the minutes of meetings of the Directors, consent resolutions of Directors, or accounting records, except by way of written request and resolution of the Board.
3. A person other than a member, is not permitted to inspect the records of the Society.
Article 15: Dissolution
1. The Society may be dissolved at any time provided a motion to this effect has been carried by simple majority of the votes cast during a general meeting attended by a minimum of three-fourths of the membership. In the event this quorum is not present, a second meeting shall be called within a month. During the second meeting the motion for dissolution shall be carried by a simple majority.
2. In case of dissolution of the Society, the properties and monies belonging to the Society shall be donated after liquidation to such Christian educational causes as the Society may decide by three fourths of the vote prior to the cancellation of the incorporation of the Society. This provision was previously unalterable. This provision can only be altered by means of a Special Resolution passed by one hundred percent of the votes cast by the voting members.
Article 16: Credo Christian High School
For the purpose of operating a high school, this Society enters into an agreement with the Canadian Reformed School Association (Surrey) and the Canadian Reformed School Association of Abbotsford with the terms agreed to by all the parties.
Consolidated to include all amendments to and including May 25, 2005
Revised May 28, 2014
Revised May 27, 2015
Revised October 26, 2016