ASSOCIATION OF CANADIAN MAP LIBRARIES AND ARCHIVES/
ASSOCIATION DES CARTOTHÈQUES ET ARCHIVES CARTOGRAPHIQUES DU CANADA
BY-LAW NO. 1 (français)
Pursuant to the Canada Not-for-profit Corporations Act (S.C. 2009, c.23) and the continuance of the Association from the Canada Corporations Act (R.S.C. 1970, c. C-32) to the Canada Not-for-profit Corporations Act, this By-law No. 1, being a by-law relating generally to the conduct of the affairs of the Association, replaces all by-laws of the Association under the Canada Corporations Act.
TABLE OF CONTENTS
- Section 1 – General
- Section 2 – Membership
- Section 3 – Membership Dues and Termination
- Section 4 – Meetings of Members
- Section 5 – Directors
- Section 6 – Meetings of Directors
- Section 7 – Officers
- Section 8 – Committees
- Section 9 – Notices
- Section 10 – Electronic Meetings
- Section 11 – Indemnities to Directors and Others
- Section 12 – Dispute Resolution
- Section 13 – By-Laws and Amendments
- Section 14 – Effective Date
SECTION 1 – GENERAL
In this by-law and all other by-laws of the Association, unless the context otherwise requires:
- "Act" means the Canada Not-for-profit Corporations Act S.C. 2009, c.23 including the Regulations made pursuant to the Act, and any statute or regulations that may be substituted, as amended from time to time;
- "articles" means the original or restated articles of incorporation or articles of amendment, amalgamation, continuance, reorganization, arrangement or revival of the Association;
- "board" means the board of directors of the Association and "director" means a member of the board;
- "by-law" means this by-law and any other by-laws of the Association as amended and which are, from time to time, in force and effect;
- "membership meeting" includes an annual membership meeting or a special membership meeting;
- "ordinary resolution" means a resolution passed by a majority of the votes cast on that resolution;
- "Regulations" means the regulations made under the Act, as amended, restated or in effect from time to time; and
- "special resolution" means a resolution passed by a majority of not less than two-thirds (2/3) of the votes cast on that resolution.
- "slate" means the list of individuals annually identified by the nominating committee as candidates for election to the board as hereinafter provided and includes those additional individuals nominated by the board in accordance with paragraph 8.03.
1.02 Official Languages
Any activity or proceeding may at the request of any member of the Association be taken or conducted in the French or English language, or both of such languages. Where it is not possible to conduct an activity or proceeding live in both official languages, documentation from the activity can later be made available in both official languages upon request.
In the interpretation of this by-law, words in the singular include the plural and vice-versa, words in one gender include all genders, and "person" includes an individual, body corporate, partnership, trust and unincorporated organization. Other than as specified in section 1.01 above, words and expressions defined in the Act have the same meanings when used in these by-laws.
1.04 Execution of Documents
Deeds, transfers, assignments, contracts, obligations and other instruments in writing requiring execution by the Association must be signed by any two (2) of its officers or directors, subject to the following: the board may from time to time direct the manner in which and the person or persons by whom a particular document or type of document shall be executed. Any signing officer may certify a copy of any instrument, resolution, by-law or other document of the Association to be a true copy thereof.
1.05 Financial Year End
The financial year end of the Association shall be determined by the board.
1.06 Annual Financial Statements
The Association shall send to the members a copy of the annual financial statements and other documents referred to in subsection 172(1) (Annual Financial Statements) of the Act or a copy of a publication of the Association reproducing the information contained in the documents. Instead of sending the documents, the Association may send a summary to each member along with a notice informing the member of the procedure for obtaining a copy of the documents themselves free of charge. The Association is not required to send the documents or a summary to a member who, in writing, declines to receive such documents.
1.07 Borrowing Powers
The directors of the Association may, without authorization of the members,
- borrow money on the credit of the Association;
- issue, reissue, sell, pledge or hypothecate debt obligations of the Association;
- give a guarantee on behalf of the Association to secure performance of an obligation of any person; and
- mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the Association, owned or subsequently acquired, to secure any debt obligation of the Association.
1.08 Board Policies
The board may adopt, amend, or repeal such board policies that are not inconsistent with the Act, articles or by-laws of the Association relating to the management and operation of the Association as the board may deem appropriate from time to time. Any board policy adopted by the board shall continue to have force and effect until amended, repealed, or replaced by a subsequent resolution of the board.
SECTION 2 – MEMBERSHIP
2.01 Membership Conditions
Subject to the articles, there shall be one class of members in the Association. Membership in the Association shall be available to persons interested in furthering the Association's purposes and who have applied for and been accepted into membership in the Association by resolution of the board. The board may institute from time to time a board policy governing membership and such policy may delegate membership approval to an officer or committee. Each member shall be entitled to receive notice of, attend and vote at all meetings of the members of the Association.
Pursuant to subsection 197(1) (Fundamental Changes) of the Act, a special resolution of the members is required to make any amendments to this section of the by-laws if those amendments affect membership rights and/or conditions described in paragraphs 197(1)(e), (h), (l) or (m).
2.02 Notice of Members' Meeting
Notice of the time and place of a membership meeting shall be given to each member entitled to vote at the meeting by the following means:
- by mail, courier or personal delivery to each member entitled to vote at the meeting, during a period of 21 to 60 days before the day on which the meeting is to be held; or
- by telephonic, electronic or other communication facility to each member entitled to vote at the meeting, during a period of 21 to 35 days before the day on which the meeting is to be held.
Pursuant to subsection 197(1) (Fundamental Changes) of the Act, a special resolution of the members is required to make any amendment to the by-laws of the Association to change the manner of giving notice to members entitled to vote at a membership meeting.
2.03 Absentee Voting at Members' Meetings
2.03.1 Voting by Mailed-In or Electronic Ballot
Pursuant to section 171(1) (Absentee Voting) of the Act, a member entitled to vote at a membership meeting may vote by mailed-in ballot or by means of a telephonic, electronic or other communication facility if the Association has a system that:
- enables the votes to be gathered in a manner that permits their subsequent verification, and
- permits the tallied votes to be presented to the Association without it being possible for the Association to identify how each member voted.
Pursuant to subsection 197(1) (Fundamental Changes) of the Act, a special resolution of the members is required to make any amendment to the by-laws of the Association to change this method of voting by members not in attendance at a membership meeting.
2.03.2 Voting by Proxy
a. Pursuant to Section 171(1) of the Act, a member entitled to vote at a membership meeting may vote by proxy by appointing in writing a proxyholder, and one or more alternate proxyholders, to attend and act at the meeting in the manner and to the extent authorized by the proxy and with the authority conferred by it subject to the requirements for proxies set out in the Act.
b. Any notice to members of the time and place of a membership meeting shall either enclose a form of proxy or contain a reminder of the right to appoint a proxyholder.
c. Pursuant to Section 197(1) (Fundamental Changes) of the Act, a special resolution of the members is required to make any amendment to the articles or by-laws of the Association to change this method of voting by members not in attendance at a membership meeting.
SECTION 3 – MEMBERSHIP DUES AND TERMINATION
3.01 Membership Dues
The membership year will run concurrent with the Association's fiscal year. Dues, set by the board and outlined in a board policy of the Association are payable at the beginning of the Association's fiscal year or upon application to the Association.
3.02 Termination of Membership
A membership in the Association is terminated when:
- the member dies or resigns;
- the member is expelled or their membership is otherwise terminated in accordance with the articles or by-laws;
- the member's term of membership expires; or
- the Association is liquidated and dissolved under the Act.
Subject to the articles, upon any termination of membership, the rights of the member automatically cease to exist.
3.03 Removal from Membership
The board shall have authority to remove any member from the Association for any one or more of the following grounds:
- violating any provision of the articles, by-laws, or written policies of the Association;
- carrying out any conduct which may be detrimental to the Association as determined by the board in its sole discretion;
- for any other reason that the board in its sole and absolute discretion considers to be reasonable, having regard to the purpose of the Association.
In the event that the board determines that a member should be removed from membership in the Association, the chair of the board, or such other officer as may be designated by the board, shall provide twenty (20) days written notice of the proposed removal of the member from membership to the member and shall provide written reasons for the proposed removal. The member may make written submissions to the chair of the board, or such other officer as may be designated by the board, in response to the notice received within such twenty (20) day period.
If no written submission is received by the chair of the board, the chair of the board, or such other officer as may be designated by the board, may proceed to notify the member that the member is removed from membership in the Association. If a written submission is received in accordance with this section, the board shall consider such submissions in arriving at a final decision and shall notify the member concerning such final decision within a further 20 days from the date of receipt of the submission. The board's decision shall be final and binding on the member, without any further right of appeal.
SECTION 4 – MEETINGS OF MEMBERS
4.01 Place of Members' Meeting
Subject to compliance with section 159 (Place of Members' Meetings) of the Act, meetings of the members may be held at any place within Canada or elsewhere as the board may determine.
4.02 Persons Entitled to be Present
The only persons entitled to be present at a membership meeting shall be those entitled to vote at the meeting, the directors and the public accountant of the Association and such other persons who are entitled or required under any provision of the Act, articles or by-laws of the Association to be present at the meeting. Any other person may be admitted only on the invitation of any director.
A quorum at any meeting of the members (unless a greater number of members are required to be present by the Act) shall be the lesser of: (i) 50% of the members entitled to vote at the meeting, or (ii) ten (10) members entitled to vote at the meeting. If a quorum is present at the opening of a membership meeting, the members present may proceed with the business of the meeting even if a quorum is not present throughout the meeting.
4.04 Votes to Govern
At any membership meeting every question shall, unless otherwise provided by the articles or by-laws or by the Act, be determined by a majority of the votes cast on the question. In case of an equality of votes either on a show of hands or on a ballot or on the results of electronic voting, the chair of the meeting in addition to an original vote shall have a second or casting vote.
SECTION 5 – DIRECTORS
5.01 Directors' Powers
The directors may exercise all such powers and do all such acts or things as may be exercised or done by the Association that are not by the Act, articles or by-laws expressly directed or required to be done in some other manner. Subject to the Act, articles and by-laws the board shall manage or supervise the management of the activities and affairs of the Association.
5.02 Number of Directors
The board shall consist of the number of directors specified in the articles. If the articles provide for a minimum and maximum number of directors, the board shall be comprised of the fixed number of directors as determined from time to time by the members by ordinary resolution or, if the ordinary resolution empowers the directors to determine the number, by resolution of the board. In the case of a soliciting Association the minimum number of directors may not be fewer than three (3), at least two of whom are not officers or employees of the Association or its affiliates.
5.03 Vacancy in Office of Director
The office of a director shall be automatically vacated if:
- the director dies;
- the director delivers a written notice of resignation to the Association;
- the director ceases to be qualified for election as a director; or
- the director is removed from office by the members.
5.04 Filling Vacancy in Office of Director
Subject to the Act, a quorum of the board may fill a vacancy in the board, except for a vacancy resulting from:
- an increase in the number or minimum number of directors; or
- a failure of the members to elect the number or minimum number of directors provided for in the articles.
SECTION 6 – MEETINGS OF DIRECTORS
6.01 Calling of Meetings
Meetings of the board may be called by the President, Past President, Vice-President/President-Elect, or any two (2) board members.
6.02 Notice of Meeting
Notice of the time and place for the holding of a meeting of the board shall be given in a manner not inconsistent with the Act, articles or by-laws of the Association to every director of the Association not less than forty-eight (48) hours before the time when the meeting is to be held, if delivered or sent other than by mail. Notice by mail shall be sent at least fourteen (14) days prior to the meeting. Notice of a meeting shall not be necessary if all of the directors are present, and none objects to the holding of the meeting, or if those absent have waived notice of or have otherwise signified their consent to the holding of such meeting. Notice of an adjourned meeting is not required if the time and place of the adjourned meeting is announced at the original meeting. Unless the by-law otherwise provides, no notice of meeting need specify the purpose or the business to be transacted at the meeting except that a notice of meeting of directors shall specify any matter referred to in subsection 138(2) (Limits on Authority) of the Act that is to be dealt with at the meeting.
A majority of directors in office, from time to time, shall constitute a quorum for meetings of the board.
6.04 Votes to Govern
At all meetings of the board, every question shall be decided by a majority of the votes cast on the question. In case of an equality of votes, the chairperson of the meeting in addition to an original vote shall have a second or casting vote.
SECTION 7 – OFFICERS
The board may designate the offices of the Association, appoint officers on an annual or more frequent basis, specify their duties and, subject to the Act, delegate to such officers the power to manage the affairs of the Association. A director may be appointed to any office of the Association. Two or more offices may be held by the same person. Every officer appointed shall also be a director of the Association, unless these by-laws provide otherwise.
7.01 Description of Officers
Unless otherwise specified by the board (which may, subject to the Act modify, restrict or supplement such duties and powers), the offices of the Association shall be as follows:
- Past President
- Vice-President Professional Development
- Vice-President Communications & Outreach
The powers and duties of these officers and all other officers of the Association shall be as outlined in a board policy of the Association. The board may from time to time and subject to the Act, vary, add to or limit the powers and duties of any officer. In the event that any of the officers above are not appointed, to the extent that such officers have any responsibilities pursuant to any other provisions of this by-law, the board may assign those responsibilities to another officer or employee of the Association.
7.03 Vacancy in Office
The members of the Association may, by special resolution of the members, remove any officer of the Association. If the office of any officer of the Association shall be or become vacant, the directors may, by resolution, appoint a person to fill such vacancy.
SECTION 8 – COMMITTEES
The board may from time to time establish any committee or other advisory body, as it deems necessary or appropriate for such purposes and, subject to the Act, with such powers as the board shall see fit, or terminate any committee or other advisory body, as it deems necessary or appropriate. The size, composition, structure and election process for members of any such committee shall be established by the board. Any such committee shall formulate its own rules of procedure, subject to such regulations or directions as the board may from time to time make. Any committee member may be removed by resolution of the board.
8.02 Nominating Committee
A nominating committee shall be formed consisting of a minimum of three (3) members or any other persons that the board may appoint as a member of the nominating committee. The number of members of the nominating committee shall be determined from time to time by a majority of the directors at a meeting of the board. Subject to paragraph 8.03, the nominating committees may meet, adjourn or otherwise regulate their meetings as they deem fit.
8.03 Meeting of the Nominating Committee
The nominating committee shall, at a minimum, meet annually, on a date set by the board, for the sole purpose of identifying individuals who, at the next annual meeting of the members, shall stand for election as a member of the board to replace those directors whose terms of office expire at the annual meeting. The names of the individuals identified shall be added to the slate. In addition to the individuals identified by the nominating committee, the nominating committee shall add to the slate the names of individuals nominated by petition in writing by at least two (2) board members, signed by the nominee, and filed with the secretary no less than seven (7) days prior to the annual meeting of the nominating committee to choose the slate (the "Annual Meeting of the Nominating Committee"). The nominating committee may meet as many times in the year as is necessary to formulate the slate provided that the slate is completed prior to the time when the slate must be included in the notice announcing the annual meeting.
SECTION 9 – NOTICES
9.01 Omissions and Errors
The accidental omission to give any notice to any member, director, officer, member of a committee of the board or public accountant, or the non-receipt of any notice by any such person where the Association has provided notice in accordance with the by-law or any error in any notice not affecting its substance shall not invalidate any action taken at any meeting to which the notice pertained or otherwise founded on such notice.
SECTION 10 – ELECTRONIC MEETINGS
10.01 Participation by Electronic Means
If the Association chooses to make available a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during a member or director meeting, any person entitled to attend such meeting may participate in the meeting by means of such telephonic, electronic or other communication facility in the manner provided by the Act.
A person participating in a meeting by such means is deemed to be present at the meeting. Notwithstanding any other provision of this by-law, any person participating in a meeting pursuant to this section who is entitled to vote at that meeting may vote, in accordance with the Act, by means of any telephonic, electronic or other communication facility that the Association has made available for that purpose.
10.02 Meeting Held Entirely by Electronic Means
If the directors or members of the Association call a meeting pursuant to the Act, those directors or members, as the case may be, may determine that the meeting shall be held, in accordance with the Act and the Regulations, entirely by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting.
SECTION 11 – INDEMNITIES TO DIRECTORS AND OTHERS
Subject to the Act, the Association shall indemnify a director or officer, a former director or officer, or a person who acts or acted at the Association's request as a director or an officer or in a similar capacity of another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with the Association or other entity, if such individual (a) acted honestly and in good faith with a view to the best interests of the Association or, as the case may be, to the best interests of the other entity for which the individual acted as director or officer or in a similar capacity at the Association's request; and (b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, had reasonable grounds for believing that such conduct was lawful. The Association shall also indemnify such person in such other circumstances as the Act or law permits or requires. Nothing in this by-law shall limit the right of any person entitled to indemnity to claim indemnity apart from the provisions of this by-law.
SECTION 12 – DISPUTE RESOLUTION
12.01 Dispute Resolution Mechanism
If a dispute or controversy among members, directors, officers or committee members of the Association arising out of or related to the articles or by-laws, or out of any aspect of the activities or affairs of the Association is not resolved in private meetings between the parties, then such dispute or controversy shall be settled by a process of dispute resolution as follows to the exclusion of such persons instituting a lawsuit or legal action:
- the dispute shall be settled by arbitration before a single arbitrator, in accordance with the Arbitration Act, 1991 (Ontario) or as otherwise agreed upon by the parties to the dispute. All proceedings relating to arbitration shall be kept confidential, and there shall be no disclosure of any kind. The decision of the arbitrator shall be final and binding and shall not be subject to appeal on a question of fact, law or mixed fact and law; and
- all costs of the arbitrator shall be borne by such parties as may be determined by the arbitrator.
SECTION 13 – BY-LAWS AND AMENDMENTS
13.01 By-laws and Amendments
The board may not make, amend or repeal any by-laws that regulate the activities or affairs of the Association without having the by-law, amendment or repeal confirmed by the members by ordinary resolution. The by-law, amendment or repeal is only effective on the confirmation of the members and in the form in which it was confirmed.
This section does not apply to a by-law that requires a special resolution of the members according to subsection 197(1) (Fundamental Changes) of the Act.
13.02 Invalidity of any provision of this by-law
The invalidity or unenforceability of any provision of this by-law shall not affect the validity or enforceability of the remaining provisions of this by-law.
SECTION 14 – EFFECTIVE DATE
14.01 Effective Date
This By-law shall come into force on the date that the Association continues under the Canada Not-for-profit Corporations Act.
CERTIFIED to be By-Law No. 1 of the Association, passed by the Board of the Association by resolution on the 17th day of June, 2014, and confirmed by the members of the Association by special resolution on the 19th day of June, 2014 and to be effective on the date that the Association continues under the Canada Not-for-profit Corporations Act.
DATED as of the 19th day of June, 2014.
ROSA ORLANDINI, Director and President
COURTNEY LUNDRIGAN,Director and Secretary
This By-Law No. 1 came into force on July 2, 2014, the date of continuance as reflected on the Certificate of Continuance issued by Industry Canada under the Canada Not-for-profit Corporations Act.