SLFS – STUDENT LEGAL FUND SOCIETY BYLAWS
Part 1 – Interpretation
1. (1) In these Bylaws, unless the context otherwise requires:
“academic year” means the period during which the fall and winter terms are in session, as defined by the UBC calendar.
“AMS” means the Alma Mater Society of UBC Vancouver;
“annual fund” means the fund created by the student society fee levied by the AMS on behalf of the Society;
“directors” means the directors of the Society;
“lawyer by academic qualification” means a person who has graduated from a common law or civil law post-secondary program, or a person who is otherwise called to the Bar of British Columbia;
“registered address” of a member means the member’s mailing or email address as recorded in the register of members;
“Society” means the SLFS – Student Legal Fund Society;
“Societies Act” means the Societies Act of British Columbia from time to time in force and all amendments to it;
“UBC” shall mean the Vancouver Campus of the University of British Columbia;
“University Officer” means a member of the UBC Board of Governors, a Vice- President (associate or otherwise) of UBC or any person directly or indirectly employed through UBC legal affairs department.
(2) The definitions in the Societies Act apply to these bylaws.
2. Words importing the singular include the plural and vice versa, and words importing a
female person include a male person.
Part 2 – Membership
3. (1) The members of the Society shall be:
(a) Student Members: registered students of UBC who have paid the membership fee to the annual fund supporting the Society, within the previous twelve (12) calendar months.
(b) Community Members: persons who have been accepted, by resolution, for membership by the directors, who have paid the set membership fees and provided the Secretary, or her designate, with their name, email address, and registered address.
(2) The term of Community Membership in the Society shall be one (1) year, from September 1 to August 31. Notwithstanding, the term of membership of Community Members who join the Society between July 15 and August 31 shall extend until August 31 of the following year.
4. In order to renew membership, Community Members must remit the set membership fees and provide the Secretary, or her designate, with their name, current email address, and current registered address. A resolution of the directors is not required for Community Members to renew membership.
5. Every member must uphold the constitution and comply with these Bylaws and any rules
of the Society.
6. (1) The amount of the membership fees for Community Members shall be determined by ordinary resolution at any general meeting of the Society.
(2) Community Members may, at the discretion of the directors, pay a pro-rated membership fee if accepted for membership with less than nine (9) months remaining in the term of membership.
(3) The amount of the membership fee for Student Members shall be determined by the Student Members in a referendum of the AMS.
7. A person ceases to be a member of the Society
(a) by delivering her resignation in writing to the Secretary or by mailing or delivering it to the address of the Society; (b) on her death; (c) on being expelled; or (d) on not meeting the requirements of Bylaw 3; or (e) upon expiration of her term of membership pursuant to Bylaw 3.
8. 1) A member may be expelled by a special resolution passed at any general meeting.
(2) The notice of special resolution for expulsion must, when addressed to the member concerned, include a brief statement of the reasons for the proposed expulsion, and be delivered to the member who is the subject of the proposed special resolution.
(3) The person who is the subject of the proposed resolution for expulsion must be given an opportunity to be heard at the general meeting before the special resolution is put to a vote.
9. All members are in good standing except a member who has a subscription or debt due and owing to the Society, and the member is not in good standing so long as the debt remains unpaid.
Part 3 – Meetings of Members
10. General meetings of the Society must be held at the time and place, in accordance with the
Societies Act, that the directors decide.
11. Every general meeting, other than an annual general meeting, is an extraordinary general meeting.
12. The directors:
(1) may, when they think fit, convene an extraordinary general meeting; and
(2) within twenty-one (21) days of receipt of a petition requesting an extraordinary general meeting signed by at least ten percent (10%) of the members, shall call an extraordinary general meeting of the Society, to be held within sixty (60) days of receipt of said petition.
13. (1) Notice of a general meeting must specify the place, day and hour of the meeting, the general nature of any special business, and, in the case of a special resolution, the text of the special resolution to be submitted at the meeting.
(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.
14. An annual general meeting must be held at least once in every academic year, not less than one (1) month and not more than two (2) months after the holding of a general election pursuant to Bylaw 23.
Part 4 – Proceedings at General Meetings
15. 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) election of the chair; (ii) the consideration of the financial statement; (iii) the report of the directors; (iv) the report of the auditor, if any; (v) the report of the electoral committee; (vi) the appointment of the auditor, if required; (vii) 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; (viii) adjournment.
16. (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.
(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 for a general meeting of the Society shall be ten (10) members of the Society.
17. If within 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, those present shall be deemed to be a quorum, but may only transact such business as is referred to in Bylaw 15(b)(i), (ii), (iii), (iv), (v), (vi) and (viii) and no other business.
18. Subject to Bylaw 17, the President of the Society, the Vice-President or, in the absence of both, one of the other directors present, must preside as chair of a general meeting.
19. If at a general meeting
(a) the President, Vice-President, or other director is not present within 15 minutes after the time appointed for holding the meeting; or
(b) the President, Vice-President, or other director present are unwilling to act as the chair,
the members present must choose one of their number to be the chair.
20. (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 21 days 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.
21. (1) A resolution proposed at a meeting need not be seconded, and 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.
(3) A member in good standing present at a general meeting is entitled to one vote.
(4) Voting is by show of hands or ballot.
(5) Voting by proxy is not permitted.
22. (1) The report of the electoral committee shall be binding upon the Society when the written report has been presented at the Annual General Meeting. The report need not be adopted by a resolution of the members unless a member has called for a formal appeal of the election.
(2) If a member present at the Annual General Meeting has called for a formal appeal of the election, then the chair must consider the report of the electoral committee as an ordinary resolution under Bylaw 15(b)(v).
(3) The chair shall only recognize a formal appeal of an election if
(a) the appeal is in writing
(b) bears the signatures of twenty-five (25) members who were eligible to vote
in the election; and
(c) was delivered to the Secretary twenty-one (21) days before the date of the Annual General Meeting.
(4) If there are vacancies in the board of directors after the assembly has either received the report of the electoral committee, or considered the report as a resolution, then the chair shall open the floor for nominations in accordance with the rules of order.
Part 5 – General Elections
23. The electoral committee shall administer, oversee and conduct a general election to elect the Society’s directors. The board of directors or electoral committee may delegate any or all of the powers of the electoral committee to the AMS Elections Administrator or the AMS Elections Committee or similar body.
24. (1) Notice of the general election must:
(a) be given to the members fourteen (14) days prior to the opening of
(b) include all significant dates, including but not limited to the opening and closing of nominations, campaigning and polling; (c) specify that six (6) directors shall be elected from the membership, and that the directors shall elect the officers of the Society at their first meeting following the Annual General Meeting; and (d) in all other ways comply with Bylaw 67.
(2) Each candidate in a general election shall be a member of the Society, and shall submit in person to the electoral committee, or their designate, a nomination form duly signed by two (2) nominators, each of whom shall be members of the Society eligible to vote in that election.
25. The electoral committee shall determine the successful candidates in the election. In order to comply with Bylaw 29(5), if all six (6) of the successful candidates in an election are students of the same UBC faculty, then the successful candidate with the fewest votes shall be disqualified, and the candidate with the most votes who is not a student of the same faculty as the disqualified candidate shall become the successful candidate.
26. (1) The authority to make rulings and interpretations concerning general elections
procedures rests with the electoral committee.
(2) Any member may make a formal appeal of an election in accordance with Bylaw 22.
27. Further rules and regulations stipulating the conduct of elections, not being inconsistent with these Bylaws, may be created by the electoral committee with the approval of the directors.
Part 6 – Directors
28. (1) The directors must manage, or supervise the management of, the activities and internal affairs of the Society and 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, and (b) these Bylaws.
29. (1) The President, Vice-President, Secretary, Treasurer, AMS Representative and two (2) Directors at-large are the directors of the Society.
(2) The directors, with the exception of the AMS Representative, shall be elected by and from among the members of the Society in a general election. In the event that the electoral committee delegates its powers pursuant to Bylaw 23, the general election shall be held concurrent with the annual AMS general election.
(3) The AMS Representative, who must be a registered student at UBC, shall be appointed by the directors of the AMS for a fixed term not exceeding one year.
(4) The directors, with the exception of the AMS Representative, must retire from office at each annual general meeting at which time their successors shall take office.
(5) The composition of the directors elected under Bylaw 29(2) or appointed under Bylaw 30(1) shall, at all times, comprise students from more than one UBC Faculty. In accordance with Bylaw 25, the electoral committee shall ensure that this provision is upheld within the general elections.
(6) A University Officer shall not be a director of the Society.
30. (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, with the exception of the position of AMS Representative.
(2) A director so appointed must retire from office at the next annual general meeting, at which time their successor takes office.
(3) A vacancy in the position of AMS Representative shall be filled by the directors of the AMS.
(4) An act or proceeding of the directors is not invalid merely because there are less than the prescribed number of directors in office.
31. The members may, by special resolution, remove a director before the expiration of her term of office, and may elect a successor to complete the term of office.
32. 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.
33. A director with a direct or indirect material interest in a matter under consideration by the directors, or an interest that could result in the creation of a duty or interest that materially conflicts with that director’s duty or interest as a director of the Society, must fully and promptly disclose the nature and extent of the interest to the directors and otherwise comply with the Societies Act.
34. A director of the Society shall be deemed to continue as a member of the Society throughout her directorship.
Part 6 — Proceedings of Directors
35. (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.
(2) The directors may from time to time set the quorum necessary to conduct business, and, unless so set, the quorum is a majority of the directors then in office.
(3) The President is the chair of all meetings of the directors, but if at a meeting the President is not present within 15 minutes after the time appointed for holding the meeting, the Vice-President must act as chair, but if neither is present the directors present may choose one of their number to be the chair at that meeting. The chair is a voting member of the board of directors, and may cast a vote in the same manner as any other director.
(4) A director may at any time, and the Secretary, on the request of a director must, convene a meeting of the directors.
(5) Rules, not being inconsistent with these Bylaws, may be set from time to time by a resolution of the directors.
36. 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.
37. A director who may be absent temporarily from British Columbia may send or deliver to the address of the society a waiver of notice, which may be by letter, email, or facsimile, 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.
38. (1) A resolution arising at a meeting of the directors is decided by a simple majority of
(2) In the case of a tie vote, the chair does not have a second or casting vote.
(3) A resolution proposed at a meeting of directors need not be seconded, and the chair of a meeting may move or propose a resolution.
39. The Society must not commence or discontinue litigation, or initiate financial support for other litigation, unless the matter has been approved, by resolution, by both the litigation committee and the board of directors.
40. Subject to the Bylaws or this part, a resolution in writing, which is circulated by letter, email or facsimile to all the directors or members of a committee for approval by reply, and placed with the minutes of the directors, is as valid and effective as if regularly passed at a meeting of directors or a committee.
Part 8 – Committees
41. (1) The directors may delegate any, but not all, of their powers to committees consisting of at least one director and any other persons as they think fit.
(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.
(3) The chair is a voting member of a committee, and may cast a vote in the same manner as any other committee members.
(4) The directors shall appoint persons to committees for terms not exceeding two (2) years, by a resolution of the directors.
(5) The directors may remove persons from committees, unless otherwise provided for in these Bylaws, by a resolution of the directors.
42. (1) There shall be a litigation committee of at least 5 voting members to consider proposals in relation to legal action, of which at least 33% shall be lawyers by academic qualification, one of whom must hold a professional appointment at UBC Faculty of Law. With the exception of the Vice-President, the remainder of the committee shall be law students at UBC.
(2) The Vice-President shall sit as an ex-officio, non-voting member of the litigation committee.
(3) The directors may, by unanimous decision, remove a member of the litigation committee, before the expiration of her term of office. If this provision is exercised with regard to the Vice-President of the Society, then the directors must choose, by resolution, another director to serve as the ex-officio, non-voting member of the litigation committee.
43. (1) There shall be an electoral committee of at least 3 members. The committee shall:
(a) publicize the opening of nominations, in accordance with Bylaw 24, for all positions in elections in order to encourage as many candidates as possible to run; (b) publicize elections, in accordance with Bylaw 24, in advance of an election
in order to encourage voter turnout; (c) ensure that candidates are informed about all election procedures; (d) disqualify, penalize or sanction a candidate in an election if that candidate has been found to have significantly breached electoral policies or procedures; (e) report the results, in writing, of an election to the membership at the next scheduled Annual General Meeting. (f) create other rules with the consent of the directors, not being inconsistent with these Bylaws, regarding the conduct of Society elections.
Pursuant to Bylaw 23, the board of directors or electoral committee may delegate any or all of the electoral committee’s duties.
(2) (a) Directors, members of other Society committees, and candidates in an election or their agents are ineligible to be or to remain members of the electoral committee. A member of the electoral committee who ceases to be eligible immediately ceases to be a member of the committee. (b) Members of the electoral committee shall act impartially and shall not show bias towards any candidate in a Society election.
(3) The directors may, by unanimous decision, remove a member of the electoral committee before the expiration of her term of office.
44. The members of a committee may meet and adjourn as they think proper or as required by the board of directors.
45. A resolution arising at a meeting of a committee must be decided by a majority vote.
46. Meetings of committees shall be open to all members who wish to attend, unless the committee decides otherwise by resolution.
47. Quorum for committees shall be a majority of its full voting membership.
48. A resolution proposed at a meeting of committee need not be seconded, and the chair of a
meeting may move or propose a resolution.
Part 9 – Duties of Officers
49. (1) The President, Vice-President, Secretary and Treasurer shall be the officers of the Society.
(2) The officers of the Society shall be elected by and from among the directors at their first scheduled meeting held after the Annual General Meeting. The officers shall hold office until such time as their replacements are elected.
(3) The directors may, by a two-thirds (2/3) resolution, remove an officer from office.
(4) If a vacancy occurs in the officers of the Society, the directors shall elect one or their number to fill the vacancy at their earliest opportunity.
(5) The AMS Representative shall not be an officer of the Society.
50. The President shall do, or cause to be done, the following:
(a) preside at all meetings of the Society and of the directors; (b) be the chief executive officer of the Society and must supervise the other officers
in the execution of their duties; (c) be the spokesperson of the Society; and (d) have such other duties as are outlined in the rules and regulations of the Society, or are assigned by the board of directors from time to time.
51. The Vice-President shall do, or cause to be done, the following:
(a) carry out the duties of the President during a vacancy in the position or during the
President’s absence; (b) serve as an ex-officio member of the litigation committee; and (c) have such other duties as are outlined in the rules and regulations of the Society, or are assigned by the board of directors from time to time.
52. The Secretary shall do, or cause to be done, 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) maintain the register of members; and (g) have such other duties as are outlined in the rules and regulations of the Society, or are assigned by the board of directors from time to time.
53. The Treasurer shall do, or cause to be done, the following:
(a) keep financial records, including books of account, necessary to comply with the
Societies Act; (b) render financial statements to the directors, members and others when required; and
(c) have such other duties as are outlined in the rules and regulations of the Society, or are assigned by the board of directors from time to time.
54. In the absence of the Secretary from a meeting, the directors must appoint another person to take minutes at the meeting.
Part 10 – Seal
55. The directors may provide a common seal for the Society and may destroy a seal and
substitute a new seal in its place.
56. 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.
Part 11 – Borrowing
57. In order to carry out the purposes of the Society the directors may, on behalf of and in the name of the Society, raise or secure the payment or repayment of money in the manner they decide, and, in particular but without limiting that power, by the issue of debentures.
58. A debenture must not be issued without the authorization of a special resolution.
59. The members may, by special resolution, restrict the borrowing powers of the directors,
but a resolution imposed expires at the next annual general meeting.
Part 12 – Auditor
60. This part applies only if the Society is required or has resolved to have an auditor.
61. The first auditor must be appointed by the directors who must also fill all vacancies
occurring in the office of auditor.
62. At each annual general meeting the Society must appoint an auditor to hold office until the
auditor is re-elected or a successor is elected at the next annual general meeting.
63. An auditor may be removed by ordinary resolution.
64. An auditor must be promptly informed in writing of the auditor’s appointment or removal.
65. A director or employee of the Society must not be its auditor.
66. The auditor may attend general meetings.
Part 13 – Notices to Members
67. (1) A notice may be given to a Member, director, or auditor, as the case may be, either personally or by mail or email at the member’s registered address, and where the notice is of a general meeting, notice shall be given at least twenty-one (21) days in advance or as otherwise prescribed by the Societies Act; or, provided there are greater than two-hundred fifty (250) Members, by email, to the address of every Member, director or auditor of the Society who has provided an email address to the Society, posting to the Society website throughout the period commencing at least twenty-one (21) before the event requiring notice, publication in a newspaper circulated widely on the UBC campus, and by the public affixture of 100 or more posters on campus.
(2) A notice sent by mail 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 UBC Campus Mail or Canada Post receptacle.
Part 14 – Bylaws
68. On being admitted to membership, each member is entitled to, and the Society must give the member on request and without charge, a copy of the Constitution and Bylaws of the Society.
69. These Bylaws must not be altered or added to except by special resolution.
Part 15 – General Proceedings
70. (1) The rules of order prescribed in the latest edition of Robert’s Rules of Order shall apply at all general meetings of the Society, to the extent of their consistency with these Bylaws and the Societies Act.
(2) There shall be no voting by proxy at any meeting of the Society.
(3) In the event that the Society should at any time be wound up or dissolved the remaining assets, after payment of all debts and liabilities, shall be turned over to a recognized charitable organization in the province or elsewhere in Canada as directed by the members. This provision was previously unalterable.
PART 16 – Records
71. The records may be inspected by the members in accordance with the Societies Act except
for those records that include confidential, privileged, or private information.