Bylaws relating generally to the affairs of the COUNCIL OF CANADIAN ADMINISTRATIVE TRIBUNALS/CONSEIL DES TRIBUNAUX ADMINISTRATIFS CANADIENS Enacted as bylaws of the COUNCIL OF CANADIAN ADMINISTRATIVE TRIBUNALS/CONSEIL DES TRIBUNAUX
ADMINISTRATIFS CANADIENS, hereinafter called the “Council", as follows:
ARTICLE I – MEMBERSHIP
1. Subject to the Articles, membership in the Council will be open to three classes of individuals as follows:
- Class A: individuals who are members of an administrative board, commission or tribunal in Canada;
- Class B: individuals who are staff or legal counsel of an administrative board, commission or tribunal in Canada; and
- Class C: individuals other than those captured in Category A or Category B who have an interest in the field of administrative justice.
2. The Directors may by resolution from time to time establish new membership classes, which may include but not be limited to boards, commissions and tribunals as well as individuals, with such conditions and privileges as may be determined by the Directors. However, no resolution of the Board of Directors relating to the creation of new membership classes and the conditions and privileges attaching to such classes will be effective until confirmed and ratified by a resolution of the members at a general meeting of the members.
3. All applications for membership and renewals of membership will be in writing and will be submitted to the office of the Council. Upon receipt by the office of a complete application or renewal together with payment of the applicable membership fee, the applicant will be enrolled or continue to be enrolled as a member of the Council.
4. The membership fees for all classes of membership will be as determined by the Board of Directors from time to time.
5. Any member may have his/her membership revoked at any time by at least three-quarters of the votes cast at a meeting of the Board of Directors. Any member whose membership is revoked by the Board of Directors may, with 30 days' notice in writing to the Secretary, appeal this decision at the next general meeting of the members.
6. There will be no refund of a membership fee upon the resignation of a member or the revocation of any membership.
ARTICLE II – MEETINGS OF MEMBERS
1. Annual and Special General Meetings
- An annual meeting of the members of the Council will be held at least once in every calendar year and not more than fifteen (15) months after the holding of the last preceding annual meeting but not later than six months after the end of the Council’s preceding financial year. The annual meeting will be held at such place in Canada, at such time and on such date as the Directors may determine.
- Special general meetings of the Council may be called by the Chair or by the Board of Directors. The notice calling such a meeting will specify the purposes for which it is called. No business other than that mentioned in the notice calling the meeting will be transacted unless a majority of members present at the meeting consent to the transaction of such other business.
2. Agenda of Meetings
The business transacted at an annual meeting of the Council will include:
- The adoption of the minutes of the last annual general meeting or of a subsequent special general meeting;
- The presentation of the annual report of the Chair and of the Board of Directors;
- A financial report;
- The ratification of by-laws and amendments, if any, made since the last annual meeting and not confirmed at a special general meeting;
- The appointment of accountants or auditors;
- The election of Directors.
3. Notice of Meetings
- Not less than 15 and not more than 60 days' notice will be given of any annual or special general meeting of the Council. Such notice will be published electronically or sent to each member at his/her latest address shown in the records of the Council and to the auditors/accountants of the Council.
- A meeting of members may be held for any purpose at any time and at any place in Canada with less than 21 days’ notice if a quorum of members is present and if, either before or within 30 days of the date of such meeting, the members entitled to vote sign a written waiver of notice of the meeting. Notice of any meeting or any irregularity in any meeting or in the notice may be waived by all the members entitled to vote at such meeting within 30 days of the date thereof. The failure to provide such formal waivers within this time limit may be construed as waiving notice of the meeting or objections to any perceived irregularities.
A quorum at any meeting of the members will be 25 members in good standing entitled to vote at the meeting. If a quorum is present at the opening of a meeting of members, the members present may proceed with the business of the meeting even if a quorum is not present throughout the meeting.
Unless otherwise required by the Act or the articles of the Council, questions arising at any meeting of the members will be decided by a consensus of the members present at the meeting. A consensus will be considered to have been reached when no member objects to the question before the meeting. Should the chair of the meeting determine, after a reasonable effort to achieve consensus, that a consensus will not be reached, then the chair will call for a vote of the members.
Only members in good standing are entitled to vote at meetings of members, and each will have only one vote. Any question proposed for the consideration of the members at a meeting of the Council will, except as otherwise required by law or by these by-laws, be determined by a majority of votes cast by members. 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 will have a second or casting vote.
6. Chair of Meeting
The Chairperson of any general or special meeting shall be, in order of priority: Chair, a Vice-Chair, Secretary, or Treasurer. If no officer is present, or if all officers present refuse to preside at the meeting, the Directors present will select one among them to chair the meeting. If no Director is present or if all Directors present refuse to preside at the meeting, then the members present will choose one of their number to chair the meeting.
7. Procedure at Meetings
The chair of the meeting will conduct the procedure and his/her decision on procedural matters will be binding unless he/she is overruled by a majority of the members present and voting. The chair at any such meeting may at any time adjourn the meeting and no notice of resumption need be given under paragraph (3) of this Article.
ARTICLE III - BOARD OF DIRECTORS
1. The affairs of the Council will be governed by a board of Directors consisting of no fewer than 10 members and no more than 30, who will be elected to the Board by the members of the Council from among themselves. All members of the Council are eligible for election to the Board of Directors but no more than five members from the Class B membership and no more than five members from the Class C membership will be elected to the Board. The Board will be constituted so as to reflect representation, as far as is practical, from all regions and jurisdictions of Canada and both official languages.
2. Between Directors' meetings, the affairs of the Council will be governed by an Executive Committee comprising the officers of the Council and no more than 2 Directors elected by the Directors.
3. Tenure of Office of Directors
- Directors will be elected at the annual meeting of members on a show of hands unless a poll is requested. If a poll is requested by 5 members, the election will be by secret ballot.
- Directors will be elected to hold office for a term expiring not later than the close of the second annual meeting of members following their election.
- To the extent practical, the terms of Directors will be staggered, so that half the Directors are elected at each annual meeting. By exception, terms may be of one or three years’ duration if necessary to restore the balance of numbers elected in any given year.
- A Director may be removed from office by a majority vote at a general meeting of the members of the Council.
- A vacancy on the Board is automatically created when a Director:
- resigns by delivering a written resignation to the Secretary of the Council; or
- ceases to be a member of the Council.
- (i) Notwithstanding (e)(ii) above, when a Class A Director ceases to be a member of the Council by reason of ceasing to be a member of a board or tribunal, he/she may continue as a Director until the end of his/her term unless otherwise determined by resolution of the Executive Committee.
(ii) Notwithstanding (e)(ii) above, when a Class B Director ceases to be a member of the Council by reason of ceasing to be an employee of a board or tribunal, he/she may continue as a Director until the end of his/her term unless otherwise determined by resolution of the Executive Committee.
Vacancies on the Board of Directors or Executive Committee do not impair the right of the remaining members to act so long as a quorum of Directors remains in office. If any vacancy occurs, but not a vacancy created by an increase in the number of Directors or a failure to elect the minimum number of Directors specified in these bylaws, a quorum of the Directors may, by resolution, fill the vacancy on the Board or Executive Committee with a member of the Council in good standing, and he/she will remain in office for the balance of the term of the person replaced.
A quorum for the transaction of business at meetings of the Board of Directors will be one-third of the number of Directors holding office at the time the meeting is held.
6. Meetings of the Board of Directors
- Meetings of the Board of Directors will be held on such days and in such places as are fixed by the Directors, and at such other times and places as the Directors consider necessary. A meeting will also be held at such time and place as requested by the Chair or as requested in writing by at least 5 Directors to the Board of Directors.
- Notice of such meetings will be sent to each Director not less than seven days before the time when the meeting is to be held.
- No formal notice will be necessary if all Directors are present or if a quorum is present and those Directors who are absent have either before or after the holding of the meeting signified their consent to the holding of a meeting in their absence.
- A meeting of the Directors of the Council may be held without notice immediately after the meeting of the members at which Directors are elected.
- The Board of Directors may meet by teleconference or videoconference.
- At all meetings of the Board of Directors, every question will be decided by a majority of the votes cast on the question. In case of an equality of votes, the Chair of the meeting in addition to an original vote will have a second or casting vote.
7. Meetings of the Executive Committee
- Meetings of the Executive Committee will be held on such days and in such places as are fixed by the Chair or any 3 members of the Executive Committee.
- Notice of such meetings will be sent in writing to each member of the Executive Committee.
- No formal notice will be necessary if a quorum is present. Three members of the Executive Committee constitute a quorum.
- The Executive Committee may meet by teleconference or videoconference.
- No remuneration will normally be paid to the Directors for their services in acting as Directors or as members of the Executive Committee or of any other committee of the Board.
- The Directors may be entitled to be reimbursed for travelling and other out-of-pocket expenses reasonably and properly incurred by them in connection with the business and affairs of the Council.
- Nothing in this bylaw will be construed to preclude any Director from serving the Council in any additional capacity and receiving compensation for that service.
The Board of Directors may exercise all such powers of the Council except those that the Canada Not-for-profit Corporations Act or these Bylaws require the members as a whole to exercise.
The Board of Directors may authorize expenditures on behalf of the Council from time to time and may delegate to an officer or agent of the Council the authority to make expenditures for the purpose of furthering the objects of the Council.
The Board of Directors may take steps to enable the Council to receive donations and benefits, and to enter into agreements with regard thereto, for the purpose of furthering the objects of the Council.
- The Board may, by resolution, establish or eliminate such committees as it deems necessary for properly and efficiently carrying out the objects and functions of the Council, which may include such matters as nominations, conferences, outreach, training, administration and finance, among others.
- The Board may appoint the chair of any committee.
- The Board may adopt Terms of Reference setting out duties and responsibilities of committees.
- The time and place of meetings of each committee, the calling of meetings and the procedure at such meeting will be determined by the members of the committee.
- Each committee will provide a report of its activities to the next meeting of the Board.
No Committee may expend any money, or bind the Council, or pledge its credit, or enter into any contracts on its behalf, without the express authority of the Board.
13. Protection of Directors and Officers
Subject to the limitations contained in the Act, the Council may indemnify a Director or Officer, a former Director or Officer, or a person who incurs or has incurred any liability on behalf of the Council, and their heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred in respect of any civil, criminal or administrative action or proceedings to which such person is made a party by reason of being or having been a Director or Officer of the Council or such body corporate, if:
- Such person acted honestly and in good faith with a view to the best interest of the Council; and
- In the case of a criminal or administrative action or proceedings that is enforced by a monetary penalty, such person has reasonable grounds for believing that such conduct was lawful.
14. Indemnity of Directors
Every Director of the Council and his/her heirs, executors, administrators, estate and effects respectively will, from time to time and at all times, be indemnified and saved harmless out of the funds of the Council from and against:
- All costs, charges and expenses whatsoever which such Director sustains or incurs in or about any action, suit or proceeding which is brought, commenced or prosecuted against him/her, for or in respect of any act, deed, matter or thing whatsoever heretofore or hereafter made, done or permitted by him/her in or about the execution of the duties of his/her office; and
- All other costs, charges and expenses which he/she sustains or incurs in or about or in relation to the affairs of the Council except such costs, charges or expenses as are occasioned by his/her own wilful neglect or default.
ARTICLE IV – OFFICERS
1. The officers of the Council are the Chair, two Vice-Chairs, a Secretary, a Treasurer, the Executive Director of the Council, and such other officers as the Board of Directors may from time to time deem necessary and appoint. The officers of the Council other than the Executive Director will be elected or appointed at the first meeting of the Board of Directors following each annual meeting of members. The Chair and Vice-Chairs must be Directors of the Council elected by the members of the Council. The positions of Secretary and Treasurer may be held by the same person.
2. The Board of Directors may remove any elected officer by a vote of a majority of Directors.
3. The Chair and the other officers of the Council will exercise such powers and authority and will perform such duties, in addition to those specified in this Bylaw, as will from time to time be prescribed by the Board of Directors. The Chair will, when present, preside at all meetings of the members and of the Board and will be charged with the general oversight of the business and the affairs of the Council.
4. A Vice-Chair will, in the absence or disability of the Chair, perform the duties and exercise the powers of the Chair and will perform such other duties as will from time to time be imposed upon him/her by the Board.
5. In the case of the absence of any officers of the Council or for any other reason that the Directors may deem sufficient, the Directors may delegate from time to time the power and authority of such officer to any other officer or to any Director of the Council.
6. The Secretary will keep the minutes of all general meetings and meetings of the Directors. He/she will exercise such other powers and authority and perform such other duties as may from time to time be prescribed by the Directors or by the Chair.
7. The Treasurer will keep proper accounting records in compliance with the Act and will be responsible for the deposit of money, the safekeeping of securities and the disbursement of the funds of the Council, and will have such other powers and duties as the Board may specify.
8. The officers of the Council, other than the Executive Director, will hold office for one year or until their successors are appointed.
ARTICLE V – EXECUTIVE DIRECTOR
1. An Executive Director of the Council shall be engaged by the Board of Directors. If the office of Executive Director of the Council is vacant, or if he/she is absent or unable to perform the duties of his/her office, the Board of Directors may temporarily appoint an officer or agent of the Council to perform the functions of the Executive Director of the Council.
2. The Executive Director is the Chief Executive Officer of the Council and will have full authority, subject to the direction of the Board of Directors, to manage and direct the affairs of the Council.
3. The Executive Director will have charge of the records of the Council including the names and addresses of the members and of the Directors, together with copies of all reports made by the Council and such other records as the Directors may direct. With the assistance of the Secretary and the Treasurer as required, he/she will keep and file all documents required by law to be kept and filed by the Council.
4. The Executive Director will deposit all monies and other valuable effects of the Council in the name and to the credit of the Council in such banks or other depositories as the Directors may from time to time designate.
5. The remuneration of the Executive Director of the Council will be fixed from time to time by a resolution of the Board of Directors.
ARTICLE VI – OTHER AGENTS
1. The Directors may from time to time appoint or engage other agents, officers and servants of the Council who may be given such titles and who will exercise the powers and authority and perform the duties that the Directors may from time to time determine.
2. The remuneration of the other agents, officers and servants of the Council will be fixed from time to time by the Executive Director of the Council in conformity with budgets approved by the Board of Directors.
ARTICLE VII – PUBLIC ACCOUNTANT
1. The members will appoint a public accountant by ordinary resolution at each annual meeting, to hold office until the close of the next annual meeting. If, under the Canada Not-for-profit Corporations Act, the members are entitled to waive the appointment of a public accountant, they may do so by unanimous vote.
2. The public accountant must conduct a review engagement of the accounts of the Council. Members may pass an ordinary resolution to require an audit instead.
3. The Directors will fix the remuneration of the public accountant, if authorized to do so by the members.
4. If a public accountant is not appointed at a meeting of members, the incumbent public accountant, who was appointed at the previous meeting of members, continues in office until a successor is appointed.
ARTICLE VIII - AMENDMENT OF BYLAW
Subject to this Bylaw and the Act, the board of directors may, by resolution, make, amend or repeal any Articles that regulate the activities or affairs of the Council. Any such Article, amendment or repeal will be effective from the date of the resolution of directors until the next meeting of members where it may be confirmed, rejected or amended by the members by ordinary resolution. If the Article, amendment or repeal is confirmed or confirmed as amended by the members it remains effective in the form in which it was confirmed. The Article, amendment or repeal ceases to have effect if it is not submitted to the members at the next meeting of members or if it is rejected by the members at the meeting.
This section does not apply to an Article that requires a special resolution of the members according to subsection 197(1) of the Act because such amendments or repeals are only effective when confirmed by members.
ARTICLE IX - FINANCIAL YEAR
Unless otherwise determined by the Board of Directors, the fiscal year of the Council will terminate on the last day of December in each year.
ARTICLE X - EXECUTION OF DOCUMENTS
1. The Directors will have power to appoint by resolution from time to time any person or persons on behalf of the Council either to sign contracts, documents and instruments in writing generally or to sign specific contracts, documents and instruments in writing. Such contracts, documents and instruments in writing so signed will be binding upon the Council without any further authorization or formality.
2. The Board of Directors may from time to time by resolution designate a minimum of any 2 persons with the authority to sign cheques, bills of exchange or other orders for the payment of money on behalf of the Council, and to deposit with such banks or other depositories as the Board may from time to time designate (but only to the credit of the Council) any cheques, promissory notes, bills of exchange, orders for the payment of money, interest or dividend coupons or warrants, securities maturing or called for redemption, endorsed with the name of the Council. Any person so designated may settle, balance and certify all books and accounts between the Council and its bankers and may receive all paid cheques and vouchers and sign all bank forms or settlement of balance and release or verification slips.
ARTICLE XI - RULES
The Board of Directors may prescribe such rules not inconsistent with these Bylaws relating to the management and operation of the Council as they deem expedient. However, such rules will have force and effect only until the next annual meeting of the members of the Council when they will be confirmed. If the rules are not confirmed at such annual meeting of members they will from that time cease to have force and effect.
ARTICLE XII – 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 Council has provided notice in accordance with this Bylaw, or any error in any notice not affecting its substance, will not invalidate any action taken at any meeting to which the notice pertained or was otherwise founded on such notice.
ARTICLE XIII - Invalidity of any provisions of this bylaw
The invalidity or unenforceability of any provision of this by-law will not affect the validity or enforceability of the remaining provisions of this by-law.
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