Administrative Bylaw Amendments and Supporting Rationales

In November 2014, AIBC Council supported three areas of administrative bylaw amendments recommended by the Bylaw Review Committee and directed that they should proceed to member consultation.

The three bylaws – 18.2, 19.2 and 3.6 – and supportive rationale are listed below:

1. AIBC Council recommends that Bylaw 18.2, which addresses special meetings of council, be repealed. The bylaw and supporting rationale follow, unchanged since the 2012 annual meeting package:

Bylaw 18.2:

18.2 Special Meetings of the Council may be called by the President, the Executive Director giving notice thereof to every member of the Council by telegram or otherwise at least forty-eight hours previous to the time of meeting.

Repeal Rationale:

Council meetings are properly the subject for the Architects Act and council’s own rule-making authority under that legislation. Council meetings are addressed by way of Section 14(1) of the Act, which states that “Subject to this Act, the council may make rules regulating council meetings”. Sections 15 (“Quorum”); 16 (“Votes at council”); 17 (“Resolution of council members”); 19 (“Officers” – election of them after every council election); and 69 (“Registration Board” – appointing the board after annual election) are the other statutory provisions touching in some way on council meetings.

No bylaw authorization in Section 24 of the Act specifically raises “council meetings” as a subject for bylaws, whereas “institute meetings” (i.e., annual or ‘special’ meetings called by council or members) are specifically identified in Section 24(1). The only references in the bylaw-authorization subsections of Section 24 to council are those relating to council’s authority, by bylaw, to set fees or fines on various matters.

Under basic principles of statutory interpretation and logic, council is expected, under the statute, to regulate and govern its own meetings, subject only to those provisions identified above in the Act itself.

To reflect this rationale and preserve the bylaw’s intent, council specifically adopted, as a rule regulating council meetings, the language found in Bylaw 18.2 at its meeting on April 2, 2012.

2.  AIBC Council recommends a slight amendment to Bylaw 19.2, which provides the mechanism for continuation of council meetings and AIBC special or annual meetings if the quorum requirement is not met. The Bylaw Review Committee supports the 2012 amendment rationale but is recommending a shorter period (45 days vs. 90 days) for resumption of such meeting. The existing bylaw, proposed amendment and supporting rationale follow:

Bylaw 19.2

19.2 At any meeting of the Institute or of the Council at which there is no quorum within half an hour after the time called for the meeting, the meeting shall stand adjourned for one week at the same time, and if at such adjourned meeting a quorum is not present, it shall stand adjourned “sine die”.

Proposed Amendment (with deletions shown in strikethrough and addition in bold):

19.2 At any meeting of the Institute or of the Council at which there is no quorum within half an hour after the time called for the meeting, the meeting shall stand adjourned for one week at the same time, and if at such adjourned meeting a quorum is not present, it shall stand adjourned “sine die”. until it can be re-scheduled, which re-scheduled date must be set no later than 45 days from the adjourned meeting.

Amendment Rationale:

The Bylaw Review Committee identified two concerns with this bylaw. The first is that it addresses adjournment and quorum issues relating to council meetings. Council’s meetings are governed by the Act in the first instance, and then by council itself by virtue of the rule-making authority found in Section 14(1).  Regardless, from the perspective of scheduling 15 council members, invited guests, staff and the material required for such meetings, a mandatory one-week adjournment is impractical.

While the bylaws can and should address ‘institute meetings’, a term for a mandatory one-week adjournment poses the same scheduling issues noted above, on a grander scale.  Institute meetings that fall short of quorum should be adjourned until such time (within 45 days) as they can be reasonably re-scheduled to ensure a quorum, to satisfy basic notice provisions and booking suitable meeting space in a cost-effective manner.

3. AIBC Council recommends an amendment to current Bylaw 3.6, which establishes the Executive Director position, to specifically identify that individual as the ‘head of the local public body’ for freedom of information purposes.  The existing bylaw, proposed amendment and supporting rationale follow:

Bylaw 3.6

3.6 The Council shall appoint an Executive Director who shall attend Council meetings, implement the instructions of Council and administer and report to Council the affairs of the Institute.

Proposed Amendment (with additions in bold):

3.6 The Council shall appoint an Executive Director who shall attend Council meetings, implement the instructions of Council and administer and report to Council the affairs of the Institute.  The Executive Director is designated as the head of the Institute for the purposes of the Freedom of Information and Protection of Privacy Act.

Amendment Rationale:

Under Schedules 1 and 3 to the Freedom of Information and Protection of Privacy ActRSBC 1996 c. 165 (“FIPPA”), the AIBC is deemed to be a “local public body.”  The FIPPAtherefore applies to all records under the custody and control of the institute. This effectively means that the AIBC, like the provincial government, crown corporations, provincial boards, tribunals and other specified ‘public bodies’, must comply with theFIPPA.

The FIPPA requires a more formal designation of a “head” of the local public body for the purposes of the legislation. Currently, the ‘head’ role is undertaken by the Executive Director, delegated to other staff as permitted under the FIPPA. In the opinion of staff and the Bylaw Review Committee, satisfying this provision would best be met by formal bylaw rather than rule or policy.

A review of other self-regulating bodies in BC indicates that the individual designated by bylaw or other instrument (e.g., by ‘rule’ with the Law Society of BC) is invariably the operational head of the organization, whether CEO, Executive Director, Registrar or other. The role is an operational one, not a policy governance or council oversight role. Amending existing Bylaw 3.6 appears to be the simplest approach to this administrative bylaw amendment.