In September 2015, AIBC Council supported three areas of administrative or ‘housekeeping’ bylaw amendments recommended by the Bylaw Review Committee and directed that they should proceed to member consultation.
1. “Chief Executive Officer” to replace “Executive Director” in AIBC Bylaws
Council has determined that the more modern “CEO” title for the operational head of the institute should replace the longstanding use of “Executive Director” throughout AIBC Bylaws. As members were advised by council upon the hiring of current CEO/Executive Director Mark Vernon in January 2015, the transition of titles is in keeping with a desire to modernize the governance of the institute. The CEO title more accurately reflects trends and expectations in the marketplace and regulatory environment.
There are 16 bylaws in which “Executive Director” is found, with a total of 20 references to the title in those bylaws. No change to the Architects Act is required in order to make this title transition. For efficiency, it is expected that if council recommends bringing the issue to the members for approval, a single vote asking members to replace “Executive Director” with “CEO” in all affected bylaws would follow.
Two examples of the 16 bylaws that would be affected are set out below.
3.6 The council shall appoint an Executive Director a Chief Executive Officer (CEO) who shall attend council meetings, implement the instructions of Council and administer and report to council the affairs of the Institute. The Executive Director CEO is designated as the head of the Institute for the purposes of the Freedom of Information and Protection of Privacy Act.
17.1 It shall be the duty of the Executive Director CEO, at least fifteen days prior to the Annual Meeting, to forward to each member of the Institute a notice of the meeting and a statement of receipts and expenditures during the preceding year.Read the full list of affected bylaws.
2. Code of Ethics and Professional Conduct (Code of Ethics) Bylaws
Two new bylaws are proposed to reinforce the Code of Ethics as the core ‘standards’ document with respect to the conduct, discipline, standards and honour of the profession of architecture in British Columbia.
The Architect Act’s bylaw-authorizing section specifically authorizes the institute to pass such bylaws, as well as a ‘code of ethics’ (emphasis added):
(2) … the bylaws may provide for one or more of the following:
(f) the conduct, discipline and standards of honour of the institute’s members, architectural firms, licensees and associates, and the maintenance of the dignity and honour of the profession;
(g) a code of ethics and professional conduct for members, architectural firms, licensees and associates, and prohibiting acts or conduct by them considered by the institute unprofessional or detrimental to the welfare of the profession;
A similar bylaw proposal was advanced at the 2012 annual meeting but did not receive the requisite member support. AIBC Council and the Bylaw Review Committee support the reinforcement of the Code of Ethics in the bylaws. The proposed bylaw language amended after member consultation and approved by council is set out below:
CODE OF ETHICS and PROFESSIONAL CONDUCT
38.0 The Institute shall establish a Code of Ethics and Professional Conduct for members, architectural firms, licensees and associates.
38.1 The Code of Ethics and Professional Conduct shall include:
i. those bylaws deemed by council that establish the standards, values and principles relating to competency, professional conduct of architects, firms, licensees and associates and the dignity and honour of the profession;
ii. any council rulings associated with such bylaws; and
iii. non-binding preamble and explanatory commentary.
3. Quorum for AIBC Annual and Special Meetings
The current quorum for meetings of the institute is set by bylaw at “five percent of the voting membership”. “Meetings of the institute” are annual meetings or ‘special meetings’ called by council or the members under Section 21 of the Architects Act. This amendment does not affect AIBC Council meeting quorum, which is governed by Section 15 of the Act. With the profession approaching two thousand voting members, quorum is nearly 100 members. Achieving quorum has become difficult and was only met at the May 2015 annual meeting very close to the last minute for holding a valid meeting.
The AIBC’s current quorum is the highest among a cross-section of professional regulators in the country by a wide margin. For example, the Association of Professional Engineers and Geoscientists of BC, which has roughly 29,000 voting members, has a quorum of 50 members, or 0.172 per cent. The Ontario Association of Architects, with a membership almost twice that of the AIBC, has a 25-person quorum. The BC College of Physicians and Surgeons, with a membership of 13,000, has a 25-person quorum.
The Bylaw Review Committee’s recommendation is to set a fixed number rather than use a percentage formula. The fixed number currently proposed, supported by council, is 40 members. This number appears to strike a balance between assembling a meaningful critical mass of voting members and managing the challenge of conducting a modern regulatory business meeting. Despite the proposed reduction, this quorum would still be very high in proportion to the institute’s membership and in comparison to other regulatory bodies in Canada.
After member consultation, council approved that the following amendment proceed to member vote. Current Bylaw 19.1 is also provided in strikethrough:
19.1 Five percent of the voting membership of the Institute shall form a quorum at any general meeting of the Institute.
19.1 At any meeting of the institute, a quorum shall consist of any combination of 40 members in good standing and honorary members.
View graph comparing quorum requirements of professional regulators in B.C.
Read the full background memorandum to council on the Administrative bylaw amendments.
Learn more about bylaw review and view presentation material from the consultation sessions.