Constitution and Bylaws:

British Columbia Cancer Agency

Graduate Student and Post Doctoral Fellow Society

Current Version

Ratified by the membership on:

December 9, 2016

Second version

Incorporates amendments ratified by the membership on:

December 6, 2012

Original version ratified by the membership:

November 27, 2008

Table of Contents

Constitution……………………………………………………………………….3

Bylaws…………………………………………………………………………….4

Part 1 – Interpretation…………………………………………………….4

Part 2 – Membership……………………………………………………...6

Part 3 – Meetings of Members…………………………………………...9

Part 4 – Proceedings at General Meetings……………………………10

Part 5 – Directors and Officers………………………………………….12

Part 6 – Proceedings of Directors………………………………………15

Part 7 – Duties of Officers……………………………………………….18

Part 8 – Signing Authority……………………………………………….21

Part 9 – Borrowing……………………………………………………….22

Part 10 – Notice to Members…………………………………………...23

Part 11 –Bylaws…………………………………………………………24

Constitution

1. The name of this society is “British Columbia Cancer Agency Graduate Student and Post Doctoral Fellow Society”.

2. The purpose of the society is:

a. To support the research environment for graduate students and postdoctoral fellows (trainees) at the British Columbia Cancer Agency Branch Society (BC Cancer Agency) by providing opportunities for academic, professional, and social development.

b. To facilitate social and scientific networks among the many trainees of the BC Cancer Agency.

c. To act as a representative voice for the scientific trainees at the BC Cancer Agency when other typical trainee advocacy groups have been rendered deficient or non-existent.

Bylaws

Bylaws of British Columbia Cancer Agency Graduate Student and Post Doctoral Fellow Society

Part 1 — Interpretation

1. (1) In these bylaws, unless the context otherwise requires:

(a) “alumnus” or “alumna” means any person who has completed or otherwise exited any and all training programs in which the individual was enrolled at the BCCA. Persons who exited all such training programs before the incorporation of the society shall also be considered alumni.

(b) “annual general meeting” means an annual meeting of the board and the general membership.

(d) “BCCRC” means the BC Cancer Research Centre, a research building of the BCCA.

(e) “Board” means all elected and appointed officers of GrasPods, including the directors.

(f) “Board Meeting” means a meeting of the board that is open for the general membership to attend.

(g) “officer” means any elected or appointed official of GrasPods.

(h) “coordinator” means a current elected official of the society who is not a director or a rep.

(i) “director” means a current, elected director of the society and refers only to the President, VP Internal, VP Finance, and VP External.

(j) “Executive Board” means the current directors of the society referred to collectively as a unit.

(k) “Executive Board Meeting” means a meeting of only the directors that is open for the board and general membership to attend unless otherwise specified.

(l) “general meeting” means a meeting of the board and the general membership, this term is inclusive of the annual general meeting.

(m) “GrasPods” means British Columbia Cancer Agency Graduate Student and Post Doctoral Fellow Society and is the preferred abbreviation for the name of the society.

(n) “GSC” means the BCCA’s Michael Smith Genome Sciences Centre.

(o) “GSS” means The UBC Graduate Student Society.

(p) “member” anyone who is on the register of members.

(q) “rep” means a current appointed official of the society who is not a director or a coordinator.

(r) “Society Act” means the Society Act of the Province of British Columbia from time to time in force and all amendments to it.

(s) “trainee” means any person currently enrolled in a training program as a graduate student or a postdoctoral fellow at the BCCA.

(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 person include persons of all genders.

Part 2 — Membership

3. The members of the society shall consist of all persons as defined in bylaws 4 and 5.

4. A person becomes a member by commencing a training program as a graduate student or a postdoctoral fellow at the BCCA.

5. Any person who is not normally entitled to membership under bylaw 4, can apply to the directors for membership in the society and on acceptance by the directors is a member.

6. Every member must uphold the constitution and comply with these bylaws.

7. All society records, except the register of members, financial documents, and minutes from in camera meetings, are available to the general membership either by availability on the website or by request from the directors.

8. GrasPods Constitution and Bylaws and GrasPods Policy, Procedure, and Forms Handbook are available the website.

9. Annual membership dues can only be introduced by special resolution requiring a three-quarters majority at a general meeting in which at least two-thirds of the membership vote.

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

(a) on completion of that person’s BCCA training program (ie. becoming an alumnus/alumna of the society),

(b) by delivering a written and signed resignation to the directors of the society in person, by e-mail, or by mailing it to the address of the society,

(d) on being expelled.

11. An alumnus/alumna is not a member of the society unless granted membership under bylaw 5, but shall be welcome at all society functions and events.

12. (1) All members are in good standing unless deemed not in good

standing by a unanimous vote at a meeting of the Executive Board.

(a) If a director is the subject of the vote, that director is excluded from the vote, and the total voting number of the directors is reduced by one.

(2) This power of the directors shall be reserved for extraordinary circumstances, as judged by the directors.

(3) Notice of a vote for suspension must be given to all members of the Executive Board and the member who may be suspended a minimum of seven days before the vote accompanied by a brief statement of the reasons for the proposed suspension.

(4) The person who is the subject of the proposed vote for suspension must be given an opportunity to be heard at the Executive Board meeting, but may only be present in the meeting for the presentation of that person’s case. The member in question must remain outside during the vote, and must be invited in to hear the result of the vote.

(5) A member not in good standing may be suspended from the society for a minimum of 1 month and a maximum of one year. The exact length of suspension will be set between the minimum and maximum suspension lengths, at the discretion of the directors.

(6) A member who is not in good standing may not attend society events or vote, access society resources on society matters - all rights and privileges of membership are rescinded for a member who is not in good standing.

(7) A member not in good standing will be reinstated to being in good standing by default at the end of suspension.

(8) If a member wishes to appeal suspension

(a) the member must complete the appropriate paperwork from GrasPods Policy, Procedure, and Forms Handbook (available on the website) and file it with the VP Internal up to one time during the period of suspension;

(b) the VP Internal must place the appeal first on the agenda of the next board meeting, after adoption of the agenda;

(c) the member must be given an opportunity to be heard at the meeting, prior to the vote on the motion to appeal the member’s suspension;

(d) the member must only be in the meeting room for the motion of appeal, motivation, and discussion period, the member may not be in the room for any other part of the meeting (unless the suspension is overturned) and must be outside of the room during the vote;

(e) the board may overturn a suspension by a simple majority.

13. (1) A member may be expelled by special resolution of the board

passed at a board meeting if, and only if,

(a) the member has had two or more previous suspensions,

(b) the member has broken the terms of a suspension that the member is serving or was serving, or

(c) extreme circumstances exist to warrant expulsion, and a three-quarter majority vote of the directors has determined that the circumstances warrant expulsion.

(2) The notice of special resolution for expulsion must be accompanied by a brief statement of the reasons for the proposed expulsion, and must be sent to members of the board and member who is the subject of the resolution at least seven (7) days in advance of the meeting.

(3) The person who is the subject of the proposed resolution for expulsion must be given an opportunity to be heard by the board at the board meeting before the special resolution is put to a vote.

Part 3 — Meetings of Members

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

15. (1) Every general meeting, other than an annual general meeting, is an

extraordinary general meeting.

(2) The directors may, when they think fit, convene an extraordinary general meeting.

(3) The members may request an extraordinary general meeting by submitting to the directors a petition, bearing the witnessed signatures of at least ten (10) members in good standing, stating the request and the purpose of the proposed meeting.

(a) The directors shall convene the requested meeting not less than seven (7) days and not more than thirty (30) days after the receipt and acknowledgement of the petition.

(b) In lieu of convening the requested meeting, the directors may choose to add the requested business to the agenda of an upcoming annual general meeting, provided this meeting is held within the timeframe that would have otherwise been required by Bylaw 15.3.a.

16. (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.

(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.

(3) Notice of a general meeting time and location must be given at minimum seven(7) days prior to the meeting taking place and must be advertised at minimum by general email to membership and a message on the society’s website.

17. An annual general meeting of the society must be held every calendar year in either November or December.

Part 4 — Proceedings at General Meetings

18. Special business is

(a) All business at an extraordinary general meeting, and

(b) All business conducted at an annual general meeting, except the following business which must be conducted at every annual general meeting:

(i) The report of the directors;

(ii) The election of the board for the upcoming term;

(iii) Other business that, under these bylaws, ought to be conducted at an annual general meeting, or business that is brought under consideration by the notice convening the meeting.

19. (1) Business, other than the election of a board member 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.

(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.

(3) A quorum is three (3) members present or a greater number that the members may determine at a general meeting.

20. If within thirty (30) minutes from the time appointed for a general meeting a quorum is not present, the meeting, if convened on the requisition of members, must be terminated, but in any other case, it must 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 thirty (30) minutes from the time appointed for the next meeting, the members present constitute a quorum.

21. Subject to Bylaw 20, the president of the society, the VP Internal, or, in the absence of both, one of the other directors present, must preside as chair of a general meeting.

22. If at a general meeting

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

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

23. (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.

(2) When a meeting is adjourned for a week or more, notice of the adjourned meeting must be given as in the case of the original meeting.

(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.

24. (1) The chair of a meeting may move or propose a resolution.

(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.

25. (1) A member in good standing present at a meeting of members is

entitled to one vote.

(2) Except for elections, voting is by show of hands.

(3) Elections shall be held by secret ballot.

(4) Voting by proxy is not permitted.

Part 5 — Directors and Officers

26. (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.

(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.

27. (1) The President, Vice President Internal, Vice President Finance, and

Vice President External are the directors of the society.

(2) The number of directors must be four (4) or a greater number determined from time to time at a general meeting.

28. (1) The term of office for any elected individual shall be one calendar

year from January 1 to December 31.

(2) All officers must retire from office at the end of each term (December 31).

(3) Any officer may be nominated for back-to-back terms in office, but every term must be put to a vote at the annual general meeting.

(4) Separate elections must be held for each office to be filled, but all offices and candidates may be listed on the same ballot.

(5) An election may be by acclamation, otherwise it must be by secret ballot.

(6) The board may at any time and from time to time appoint a member by simple majority as an officer to fill a vacancy in the board.

(7) At the time of an election, if there is no nominee for a board position, the officer continues to hold that office until the next board meeting, when a successor can be appointed from the general membership.

(a) Such a successor, upon completing his/her term of office without premature removal, shall be considered to have served a full term of office.

(b) For a vacancy in a position the directors may choose to remove the position in lieu of appointing a successor.

29. (1) Any member in good standing is eligible to run for and/or hold office

as an officer of the society, subject to the restrictions and bans imposed by these bylaws.

(2) All elected positions, except the position of President, have open nominations, ie. anyone in the general membership can be nominated by themselves or by any other member in good standing.

(3) The position of President is a closed nomination. Nominations for President can only be made by members of the board.

30. All elected and/or appointed officers must provide written consent explicitly giving the person’s consent to hold the position of officer for the term the individual was elected for. This written consent (form found in GrasPods Policy, Procedure, and Forms Handbook) must be signed and dated by both the officer-elect and a witness, and submitted to the outgoing VP Internal for filing.

31. The directors may at any time and from time to time appoint a member in good standing as an officer to fill a vacancy in the board, subject to the restrictions and bans imposed by these bylaws.

32. (1) The general membership may, by special resolution at a general

meeting, remove any board member, before the expiration of his or her term of office, and may elect a successor to complete the term of office.

(2) Such an election shall be carried out according to these bylaws.

(3) The officer so recalled may run in this election.

33. (1) 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.

(2) Any member in good standing may apply for reimbursement of personal expenses accrued on behalf of GrasPods as outlined in the most recent version of GrasPods Policy, Procedure, and Forms Handbook.

(3) Reimbursement applications must be approved by (3) directors, one of which must be the President or VP Finance, prior to funds being released per Bylaws 33.

Part 6 — Proceedings of Directors

34. (1) The directors may meet at the places and times they think fit to

conduct business, adjourn, and otherwise regulate both Board and Executive Board meetings and proceedings, as they see fit.

(2)The directors may from time to time set the quorum necessary to conduct business, and, unless so set, the quorum is three (3).

(3) The President is the chair of all Board and Executive Board meetings, but if at a meeting the President is not present within fifteen (15) minutes after the time appointed for holding the meeting, the Vice President Internal shall act as chair. If neither is present the directors present may choose one of their number to be the chair at that meeting.

(4) A director may, at any time, and the President, on the request of another director, must convene a meeting of the Board or Executive Board.

35. (1) Any officer present at a Board or Executive Board meeting, including

the chair, may move or propose a resolution, and in such meetings these actions do not require a seconder.

(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.

36. (1) Board and Executive Board Meetings shall be open to the

membership. Any member may attend and contribute, but

(a) in a Board meeting only current board members shall be able to vote,

(b) in an Executive Board meeting only current directors shall be entitled to vote.

(2) The directors may from time to time resolve to take a Board or Executive Board Meeting in camera. Scenarios when this power shall be exercised include, but are not limited to, dealing with matters sensitive to the society or to one of its officers.

37. Officers may be granted permission to be electronically present as a voting member at a Board or Executive Board meeting if

(a) The officer has a unique situation that prevents that member from attending the meeting in person,

(b) The officer has delivered a written request to the directors at least four (4) days prior to the meeting, including the member’s name, a request to electronically attend the meeting, the circumstances that prevent the member from attending the meeting in person, the member’s preferred mode of electronic attendance and at least one alternative, and the member’s signature.

(d) The directors must also determine the mode of electronic attendance that will be permitted. The mode of electronic attendance must be one of the modes provided by the member on the member’s request.

38. (1) A resolution in writing, signed by all the directors, is as valid and

effective as if regularly passed at an Executive Board Meeting.

(2) A resolution in writing, signed by all the board members, is as valid and effective as if regularly passed at a Board Meeting.

39. (1) All elected officers have fiduciary duty to act in the best interests of

the society and with a view of its purposes.

(2) Any elected officer may be held personally liable for unauthorized distribution of the society’s money or other assets.

(a) Officers may be relieved of liability

(i) if the officer(s) reasonably relied on professional advice, or

(ii) if, in the circumstances of the case, the officer(s) acted honestly and reasonably.

40. (1) The officers may delegate any, but not all, of their powers to

committees consisting of the officer(s), at least one director, and the general membership as they see fit, with and only with, the approval of the board.

(2) A committee so formed in the exercise of the powers so delegated must conform to any rules imposed on it by the board, and must report every act or thing done in the exercise of those powers to the director and/or officer responsible for the committee immediately after the act or thing has been done. In turn, the director and/or officer(s) must report every act or thing done by the committee to the board in the at the earliest Board Meeting held after the act or thing has been done.

41. 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 thirty (30) minutes after the time appointed for holding the meeting, the director(s) present who are members of the committee must choose one of their number to be the chair of the meeting.

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

Part 7 — Duties of Officers

43. (1) The President is the chief executive officer, and ‘public face’ of the

society.

(2) It is the President’s responsibility to supervise and support the Vice Presidents and to oversee and aid the functioning of the society as a whole, including filing an annual report to BC Societies and maintaining our incorporated status as a BC Society.

(3) The President normally presides at all meetings of the society and of the directors, performing all the duties of the chair.

44. (1) The Vice President Internal is responsible for

(a) all actions and functions of the society with regard to its internal function, including

(i) Notices of meetings, events, functions, special resolutions, and other functions of the society that require notices;

(ii) Meeting minutes for all meetings of the society and its officers;

(iii) Records maintenance and accessibility, including the register of members and the register of alumni; and

(iv) Website maintenance.

(b) the supervision of board members and actions having to do with the internal function of the society.

(2)The Vice President Internal shall work closely with the Coordinator of Communications as stated in GrasPods Policy, Procedure, and Forms Handbook in order to achieve their respective mandates.

45. (1) The Vice President External is responsible for

(a) all actions and functions of the society with regard to external (outside BCCA) communication and liaising, including:

(i) Fundraising and sponsorship,

(ii) Liaising with interested parties,

(iii) External sites used by and functions hosted by the society,

(iv) Representing the interests of the general membership to external authority, ie. UBC or GSS,

(v) Reporting important information to the general membership.

(b) The supervision of board members and actions having to do with the external communication and liaising of the society.

(2) The Vice President External may seek or have sought a voting or non-voting seat on the GSS Council and, while fulfilling the duties and obligations inherent in said seat, shall represent the British Columbia Cancer Agency Graduate Student and Post Doctoral Fellow Society at the GSS.

(a) the society may be additionally represented on GSS Council through other members.

46. The Vice President Finance shall act as the treasurer of the society and must:

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

(b) liaise with external persons or organizations concerning the debits and/or credits of GrasPods;

(d) issue reimbursements to members, and directors, or persons/organizations external to GrasPods for expenses incurred while engaged in the affairs of the society; and

(e) perform other duties as required to keep GrasPods in good financial standing subject to Bylaws 51 and 52.

47. In the absence of the Coodinator of Communications from a meeting, the directors must appoint another member to fulfill the duties of the Coordinator of Communications at the meeting.

48. The duties of the officers who are not the President, Vice President Internal, Vice President External, or Vice President Finance, shall be detailed in GrasPods’ Forms and Procedures Manual, along with further details for the roles of the directors.

Part 8 — Signing Authority

49. (1) The directors shall be the signing authorities of the society for

financial transactions; the President and the VP Finance shall be the primary signing authorities

(2) The signature of at least two directors one of which must be the president or the VP Finance (the primary authorities) is required to approve financial transactions of the society.

(3) In the event of a potential conflict of interest, two unbiased directors shall co-sign affected transactions.

50. If the funds of the society are held in an account that requires transactions to be approved by someone who meets certain criteria that none of the directors meet, the board shall appoint an individual, who meets said criteria, to act as a signing authority of the society for the term of those directors.

Part 9 — Borrowing

51. The society shall not borrow money to carry out the purposes of the society.

52. The society shall attempt to raise funds from all available sources including, but not limited to, user fees, the GSS, the BCCA, and industry.

Part 10 - Notices to Members

53. A notice may be given to a member, either personally, by e-mail to the member at the member’s registered email address, or by posting on the society’s website.

54. A notice sent by email is deemed to have been given on the same day the email was sent, as long as it was sent before 4pm on that day.

55. (1) Notice of a general meeting to every member shown on the register

of members on the day notice is given.

(2) No other person is entitled to receive a notice of a general meeting.

56. If a member’s email address changes, the member must notify a director or the Coordinator of Communications of the change.

Part 11 — Bylaws

57. Each member is entitled to a copy of the constitution and bylaws of the society.

(a) This obligation may be fulfilled by placing an updated copy on the society’s website.

58. The constitution and bylaws may not be altered or added to except by special resolution.