Part 1 – Interpretation
1 | (1) | In these bylaws, unless the context otherwise requires: |
“directors” means the directors of the society for the time being; | ||
“Society Act“ means the Society Act of British Columbia from time to time in force and all amendments to it; | ||
“registered address” of a member means the member’s address as recorded in the register of members. | ||
(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 male person include a female person and a corporation. |
Part 2 – Membership
3 (1) The members of the society are the applicants for incorporation of the society, and those persons who subsequently become members, in accordance with these bylaws and, in either case, have not ceased to be members.
(2) The society shall have three categories of members, which shall be designated as Corporate Members, Professional Members and Associate Members (collectively, “Members”).
(3) Voting Class members have voting rights in selection of Board Members and any other matters the Board of Directors may choose from time to time to bring before the full membership.
(4) Membership in VPA shall be limited to organizations, individuals and students meeting the membership criteria. Membership is conditioned upon:
Applications for membership in VPA shall be made in such form and shall contain or be accompanied by such information regarding the applicant as the Board of Directors may from time to time prescribe. Upon approval of an application for membership by the Board of Directors and compliance by the applicant with the provisions of clauses (a) through (c) of this Section, the applicant shall become a Member.
4 A person may apply to the directors for membership in the society and on acceptance by the directors is a member.
5 Every member must uphold the constitution and comply with these bylaws.
6 The amount of the first annual membership dues must be determined by the directors and after that the annual membership dues must be determined at the annual general meeting of the society.
7 A person ceases to be a member of the society
(a) by delivering his or her resignation in writing to the secretary of the society or by mailing or delivering it to the address of the society,
(b) on his or her death or, in the case of a corporation, on dissolution,
(c) on being expelled, or
(d) on having been a member not in good standing for 12 consecutive months.
8 (1) A member may be expelled by a special resolution of the members passed at a general meeting.
(2) The notice of special resolution for expulsion must be accompanied by a brief statement of the reasons for the proposed expulsion.
(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 failed to pay his or her current annual membership fee, or any other subscription or debt due and owing by the member 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 Society Act, that the directors decide. | |
11 | Every general meeting, other than an annual general meeting, is an extraordinary general meeting. | |
12 | The directors may, when they think fit, convene an extraordinary general meeting. | |
13 | (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. | |
14 | The first annual general meeting of the society must be held not more than 15 months after the date of incorporation and after that an annual general meeting must be held at least once in every calendar year and not more than 15 months after the holding of the last preceding annual general meeting. |
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) | the adoption of rules of order; | |||
(ii) | the consideration of the financial statements; | |||
(iii) | the report of the directors; | |||
(iv) | the report of the auditor, if any; | |||
(v) | the election of directors; | |||
(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. | |||
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 is 5 members present or a greater number that the members may determine at a general meeting. | |||
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, 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 30 minutes from the time appointed for the meeting, the members present constitute a quorum. | |||
18 | Subject to bylaw 19, 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) | there is no president, vice president or other director present within 15 minutes after the time appointed for holding the meeting, or | |||
(b) | the president and all the other directors 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 10 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, and the proposed resolution does not pass. | |||
22 | (1) | A member in good standing present at a meeting of members is entitled to one vote. | ||
(2) | Voting is by show of hands. | |||
(3) | Voting by proxy is not permitted. | |||
23 | A corporate member may vote by its authorized representative, who is entitled to speak and vote, and in all other respects exercise the rights of a member, and that representative must be considered as a member for all purposes with respect to a meeting of the society. |
Part 5 – Directors and Officers
24 | (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. | ||
(3) | Directors are elected to a term of two years, with at least 50 percent of the directors being elected in even-numbered years and no more than 50 percent of directors being elected in odd-numbered years. | ||
(4) | Nominations of individuals for election as a director shall be made in writing, between the 28th and 14th days prior to the Annual General Meeting by VPA members in good standing. If the number of nominees exceeds the number of board seats available for election, all nominees will be listed as candidates on the election ballot, subject to the confirmation of the VPA membership committee. Nominations for directors shall not be permitted at annual general meetings. | ||
25 | (1) | The president, vice president, secretary, treasurer and one or more other persons are the directors of the society. | |
(2) | The number of directors must be 5 or a greater number determined from time to time at a general meeting. | ||
26 | (1) | The directors must retire from office at each annual general meeting when their successors are elected. | |
(2) | Separate elections must be held for each office to be filled. | ||
(3) | An election may be by acclamation, otherwise it must be by ballot. | ||
(4) | If a successor is not elected, the person previously elected or appointed continues to hold office. | ||
27 | (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. | |
(2) | A director so appointed holds office only until the conclusion of the next annual general meeting of the society, but is eligible for re-election at the meeting. | ||
28 | (1) | If a director resigns his or her office or otherwise ceases to hold office, the remaining directors must appoint a member to take the place of the former director. | |
(2) | An act or proceeding of the directors is not invalid merely because there are less than the prescribed number of directors in office. | ||
29 | The members may, by special resolution, remove a director, before the expiration of his or her term of office, and may elect a successor to complete the term of office. | ||
30 | 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. |
Part 6 – Proceedings of Directors
31 | (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 30 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. | ||
(4) | A director may at any time, and the secretary, on the request of a director, must, convene a meeting of the directors. | ||
32 | (1) | The directors may delegate any, but not all, of their powers to committees consisting of the director or directors 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. | ||
33 | 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 30 minutes after the time appointed for holding the meeting, the directors present who are members of the committee must choose one of their number to be the chair of the meeting. | ||
34 | The members of a committee may meet and adjourn as they think proper. | ||
35 | 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. | ||
36 | 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, telegram, telex or cable, 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. | ||
37 | (1) | Questions arising at a meeting of the directors and committee of directors must be decided by a majority of votes. | |
(2) | In the case of a tie vote, the chair does not have a second or casting vote. | ||
38 | A resolution proposed at a meeting of directors or committee of directors need not be seconded, and the chair of a meeting may move or propose a resolution. | ||
39 | A resolution in writing, signed by all the directors and placed with the minutes of the directors, is as valid and effective as if regularly passed at a meeting of directors. |
Part 7 – Duties of Officers
40 | (1) | The president presides at all meetings of the society and of the directors. | |
(2) | The president is the chief executive officer of the society and must supervise the other officers in the execution of their duties. | ||
41 | The vice president must carry out the duties of the president during the president’s absence. | ||
42 | The secretary must do 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. | ||
43 | The treasurer must | ||
(a) | keep the financial records, including books of account, necessary to comply with the Society Act, and | ||
(b) | render financial statements to the directors, members and others when required. | ||
44 | (1) | The offices of secretary and treasurer may be held by one person who is to be known as the secretary treasurer. | |
(2) | If a secretary treasurer holds office, the total number of directors must not be less than 5 or the greater number that may have been determined under bylaw 25 (2). | ||
45 | In the absence of the secretary from a meeting, the directors must appoint another person to act as secretary at the meeting. |
Part 8 – Seal
46 | The directors may provide a common seal for the society and may destroy a seal and substitute a new seal in its place. |
47 | 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 or president and secretary treasurer. |
Part 9 – Borrowing
48 | 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. |
49 | A debenture must not be issued without the authorization of a special resolution. |
50 | The members may, by special resolution, restrict the borrowing powers of the directors, but a restriction imposed expires at the next annual general meeting. |
Part 10 – Auditor
51 | This Part applies only if the society is required or has resolved to have an auditor. |
52 | The first auditor must be appointed by the directors who must also fill all vacancies occurring in the office of auditor. |
53 | 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. |
54 | An auditor may be removed by ordinary resolution. |
55 | An auditor must be promptly informed in writing of the auditor’s appointment or removal. |
56 | A director or employee of the society must not be its auditor. |
57 | The auditor may attend general meetings. |
Part 11 – Notices to Members
58 | A notice may be given to a member, either personally or by mail to the member at the member’s registered address. | ||
59 | 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 Canadian post office receptacle. | ||
60 | (1) | Notice of a general meeting must be given to | |
(a) | every member shown on the register of members on the day notice is given, and | ||
(b) | the auditor, if Part 10 applies. | ||
(2) | No other person is entitled to receive a notice of a general meeting. |
Part 12 – Bylaws
61 | On being admitted to membership, each member is entitled to, and the society must give the member without charge, a copy of the constitution and bylaws of the society. |
62 | These bylaws must not be altered or added to except by special resolution. |
Lindsay Elizabeth Donovan has worked in the film industry in production, on set, in gear houses and for the last decade+ in post production. Her current position as VP, Sales for Company 3 Vancouver has given her the opportunity to focus on the Vancouver industry from a global perspective, promoting our local artists to worldwide audiences while fostering local growth with the support of the international community. She loves supporting artists, especially in the realm of mentorship and EDI efforts, and works to continue finding new ways to allow BC filmmakers’ stories and voices to thrive. When not working, you’re likely to find her at a comedy show, binging series and weird horror movies, or poorly but enthusiastically wailing along to her favorite punk music.
Kelsy, a 20-year veteran of the animation and VFX industry, is a firm believer in doing her part to create a more progressive and diverse professional community and to help pave the way for the next generation of filmmakers. She volunteers her time to several professional organizations and is an active mentor within the community.
Kelsy’s day job is as the Executive Producer at Mr. Wolf Vancouver. While there, she works on all sorts of shows (films such as Guardians of the Galaxy 2, Fast & Furious 7, 50 Shades of Grey, and TV favourites such as Lost in Space, Superman & Lois, Charmed, and The Mist) with all sorts of clients (Netflix, Marvel, EA, HBO, Paramount, Disney, Sinking Ship, Boat Rocker, Apple, and more). Kelsy is a very proud enabler of creative talent and technical innovators.
Eli started his sound career at an independent radio station in Istanbul and forged an international career in 18 years as a multi award-winning Sound Designer. He worked as a Supervising Sound Editor and Re-Recording Mixer on films screened at international festivals such as Cannes, Venice, Berlinale, and Montreal.
Eli holds a Diploma in Sound Engineering from SAE and a Master’s Degree in Sound Technologies from Bahcesehir University. Besides his sound experience, he has been part of grassroots organizations and human rights advocacy groups for over a decade. He is the co-founder of a platform that aims to combat anti-Semitism. He believes in the importance of a collaborative community. He has been volunteering with the VPA for five years and co-chairing D&I Committee for two years.
Saeed is an Iranian-Canadian filmmaker, editor, and educator based in Vancouver. He studied filmmaking in Iran and further pursued his studies in film editing at the Film and Television Institute of India. With over 20 years of experience, his career spans various roles in the independent and professional film industry, including directing documentaries and short films and working in countless editing rooms. Through these experiences, he has gained valuable insights into the creative process and developed a nuanced approach to his work.
Saeed’s last short film, “We Were There” (2019), received accolades such as the Best Genre Award at the McMinnville Short Film Festival 2020, the Gold Remi Award at the Worldfest Houston Short Film Festival 2020, and the Best Drama award at the Southern Shorts Awards 2020, among others. When Saeed is not immersed in filmmaking or editing projects, he dedicates his time to mentoring young editors and filmmakers, supporting them on their journey in the industry.
Saeed’s aspirations include utilizing his position as a member of the VPA board to assist emerging creatives and immigrants in kickstarting their careers. He hopes to provide guidance and opportunities to those seeking to establish themselves in the industry, ensuring they have the necessary support to thrive and succeed.
Sepideh began her Post Production career after finishing her Motion Picture Arts Bachelor’s Degree at Capilano University. Sepideh’s passion for film started at a young age and after completing internships on high profile movie sets, she knew film and television production was the career path she wanted to pursue.
Sepideh has been working in the film and television industry in the Post Production sector in British Columbia for more than 10 years. She has supervised Post Production and Delivery of 100+ productions for different platforms, including feature films and TV movies for Warner Brothers, Universal, Paramount, Disney, Lifetime and Hallmark. Her TV series work includes both scripted and unscripted episodic productions for eOne, DirecTV and Corus, amongst others. The productions she has supervised have won Emmy awards and numerous Leo awards.
As Sepideh continues her career, she hopes to contribute as one of the board members of the VPA and help the new generation of talent find a rewarding path forward.
Arlein is a Mexican Canadian Filmmaker who has been an Editor for almost 20 years. Inspired by Mexican folklore, tall tales, and surrealism, Arlein credits her love of stories to her Grandfather.
Not long after she graduated university, she rose through the ranks at the National Mexican television network, where she quickly became the youngest senior editor within the company. After accepting an opportunity to study in Canada, Arlein moved to Vancouver, where she spent the next 13 years working in various Film and TV shows inside the Post Production field, along with teaching Post Production.
Arlein’s vast editorial experience in the Film and Television industry has inspired her to continue shaping her craft and share her knowledge. Her bigger focus in the Vancouver Post Production community is to find equal ground for everyone who desires to enter the Editorial department; guiding people and training them to find better opportunities within their careers.
When she isn’t working, Arlein enjoys boxing, cooking traditional Mexican food, and barbecuing with her wife. She is the crazy aunt to her niece & nephews, and doting mom to two spoiled cats.
Cindy Au Yeung is a Chinese-Canadian editor and filmmaker based in Vancouver, BC. She has worked in post production for the past 7 years and has been a 1st Assistant Editor on various documentaries such as I AM JOHNNY CASH and scripted television series such as DATE MY DAD, HIT THE ROAD, LOUDERMILK S3, and DAY OF THE DEAD.
Most recently, she has edited an APTN Lumi webseries SHADOW OF THE ROUGAROU, produced and edited a stand-up comedy series COMEDY INVASION, and is currently editing her first feature-length film, JONAH. On the side, Cindy also makes her own documentaries involved with #Elimin8hate, an organization dedicated to eliminating anti-Asian racism through the power of film, arts, and media. Nevertheless, documentaries will always remain as Cindy’s first love into filmmaking!
Originally from Nova Scotia, Gregor moved west with music as his main passion.
Following a BA in jazz studies from Capilano University, playing and touring with bands segued into composing which eventually lead to an interest in sound design and post production for film.
In 2010 Gregor started Cinescope Sound, a boutique facility that serviced a broad array of feature films, TV series and documentaries.
In 2020 his company merged with Bionic Audio to form Maverick Post Group, a new facility built from the ground up to serve the needs of the Vancouver industry and beyond.
As a re-recording mixer and supervising sound editor Gregor is also involved in the day to day operations of running a full service post facility.
Vancouver has an incredible wealth of talent and Gregor welcomes the opportunity to play a role in advocating for this community as we continue to grow and push for new opportunities.
Caleb is a composer and musician. With an aptitude to create music that reaches diverse audiences, his range of work spans from independent projects and short films, to televised series and theatrical features. Frequently writing with his brother Brian, their work has been featured on many notable animated and live-action projects, including recent series with DreamWorks and Netflix.
Caleb has called Vancouver home since immigrating from Hong Kong in 1997 and holds a Master of Music Composition degree from the University of Toronto. He is pleased to join the VPA board to serve the growing industry in the city.
Don’s Post Production experience includes work as a Facility Owner/Executive, Post Supervisor and Editor for over 30 years with Finale Post (Picture Shop Vancouver) and its related companies. His credits include a wide range of feature, television, commercials, music videos, and cutting-edge documentaries.
He is actively involved in the Production and Post Production community in Vancouver, and frequently travels to LA for industry relations, marketing and sales initiatives with the major studios, networks and production companies.
Don currently sits on the Board of the Motion Picture Production Industry Association (MPPIA), the Motion Picture Arts & Sciences Foundation of British Columbia (Leo Awards), is a Founding Director of the Vancouver Post Alliance (VPA), Founder of the Vancouver Creative Lounge, and past Chair of the Whistler Film Festival.
He is also proud of the recent work he is doing as a member of the BC Motion Picture Industry COVID-19 Best Practices Coalition and as Chair of the BC Post Production Health & Safety Task Force.
Don is passionate about seeing Vancouver’s post production community reach its full potential, and looks forward to continuing to contribute to the success of its workforce and facilities.
Buket is a Post Coordinator/Supervisor who draws on her experience from working across multiple departments of Post Production for over 15 years.
Her interest in post started in the first year of university, when she followed her passion in picture and sound editing as well as post supervising. After freelancing and managing an award-winning sound studio in her hometown of Istanbul, she moved to Vancouver in 2013, where she has since worked on a wide range of projects both in management and editorial teams. Her most recent work is the first season of Snowpiercer.
Buket’s journey with the VPA began in 2015 when she volunteered for the Events Committee and joined the VPA board in 2018. During her time as a director, she continued to work with events, support the Membership Committee, and was an integral forming member of the Mentorship Committee as well as the Diversity and Inclusion Committee.
Buket understands that the VPA provides a much-needed platform for our community to stay connected. As our growing community is becoming more and more diverse every day, she believes it is important to create equal opportunities for all genders, ages, ethnicities and abilities. She has a passion for promoting engagement with a more diverse community and giving voice to those who deserve greater representation.
When Trevor isn’t finding the magic in film footage from other film projects, he’s filming his own. Trevor is an award winning filmmaker who has vast editing experience in both feature films and television. He continues to shape his editing style through genre, action and drama films. Wherever you are located, Trevor can execute your project while keeping collaboration intact. Among his many career highlights Trevor has worked with editor Dede Allen (Breakfast Club, Dog Day Afternoon, Bonnie and Clyde). In addition to working on the membership committee with the Vancouver Post Alliance, Trevor also serves as the British Columbia chair for CCE (Canadian Cinema Editors).
A native of Toronto, Sabrina moved out to Vancouver to attend UBC’s film production program. After earning her BFA, she landed her first job in the industry working in Post Production back in 2006 and has since risen to become an established, award-winning Picture Editor within the film community.
When she’s not glued to her computer, she sidelines as a voice actor for cartoons as well!
Kerry McDowall has been involved in Vancouver’s post-production sector for almost 20 years, working closely with Netflix, Disney, CBC, AMC Studios and NBCUniversal. As an Associate Producer, she leads post production departments on both series television and feature length movies, overseeing everything from budgets to final deliveries (and everything that occurs in between).
She currently dedicates her time and energy at the VPA to uniting and promoting our talented post production community and advocating for equity and inclusion in the broader film industry.