What follows is a draft of new by-laws for CIHS that was circulated with Bulletin 66. Feedback indicated that Section 9, the dispute resolution mechanism, was entirely too formal and layered for our needs so it has been replaced by a simplified process requiring consultations between the parties. If these consultations do not end the disagreement, the issue is to be decided by the President or, if he is placed in a conflict of interest by the matter at hand, by a nominee of his choice from the membership who is not in a conflict of interest situation.
Once accepted by a vote of the membership, the new by-laws will govern functioning of the CIHS from the time of enactment onward.
We would ask you to review the draft by-laws and click on the link at the end of the draft which will allow you to cast your ballot for or against the amendments. The link will generate an e-mail response to Raph Girard, Treasurer of the CIHS who has been managing this by-law updating process. You will simply need to write into the e-mail either ‘Accept” or “Reject”. This way we can ensure only voting members are included and so we can eliminate any duplication on the part of those members who took the trouble to signify their view on the draft at an earlier date.
Voting will remain open until October 15, 2013 and the results will be announced at the Annual General Meeting of the CIHS on October 24. Two-thirds support of the amendments is required so that the agreed by-laws can be deposited with Industry Canada and the Charities Directorate of Revenue Canada that must approve our retention of registered charity status.
Nous regrettons que nous ne serons pas en mesure d’afficher une ébauche française que tard en juillet.
By-Law no. 1
A by-law relating generally to the conduct of the affairs of The Canadian Immigration Historical Society (the “Corporation” hereinafter referred to as the CIHS)
Table of Contents
Section 1 — General
Section 2 — Membership – Matters Requiring Special Resolution
Section 3 — Membership Dues, Termination and Discipline
Section 4 — Meetings of Members
Section 5 — Directors
Section 6 — Meetings of Directors
Section 7 — Officers
Section 8 — Notices
Section 9 — Dispute Resolution
Section 10 —Effective Date
Be it enacted as a by-law of the CIHS as follows:
SECTION 1 GENERAL
In this by-law and all other by-laws of the CIHS, unless the context otherwise requires:
a) “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;
b) “articles” means the original or restated articles of incorporation or articles of amendment, amalgamation, continuance, reorganization, arrangement or revival of the CIHS;
c) “board” means the board of directors of the CIHS and “director” means a member of the board;
d) “by-law” means this by-law and any other by-law of the CIHS as amended and which are, from time to time, in force
e) “meeting of members” includes an annual meeting of members or a special meeting of members; “special meeting of members” includes a meeting of any class or classes of members and a special meeting of all members entitled to vote at an annual meeting of members;
f) “ordinary resolution” means a resolution passed by a majority of not less than 50% plus 1 of the votes cast on that resolution;
g) “proposal” means a proposal submitted by a member of the CIHS that meets the requirements of section 163 (Shareholder Proposals) of the Act;
h) “regulations” means the regulations made under the Act, as amended, restated or in effect from time to time; and
i) “special resolution” means a resolution passed by a majority of not less than two-thirds (2/3) of votes cast on that resolution.
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 1.01 above, words and expressions defined in the Act have the same meanings when used in these by-laws.
1.03 Corporate seal
The Secretary of the Corporation shall be the custodian of the corporate seal.
1.04 Execution of documents
Deeds, transfers, assignments, contracts, obligations and other instruments in writing requiring execution by the CIHS may be signed by any two (2) of its officers or directors. In addition, 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 person authorized to sign any document may affix the corporate seal (if any) to the document. Any signing officer may certify a copy of any instrument, resolution, by-law or other document of the CIHS to be a true copy thereof.
1.05 Financial year end
The financial year end of the Corporation shall be determined by the board of directors.
1.06 Banking arrangements
The banking business of the CIHS shall be transacted at such bank, trust company or other firm or corporation carrying on a banking business in Canada or elsewhere as the board of directors may designate, appoint or authorize from time to time by resolution. The banking business or any part of it shall be transacted by an officer or officers of the CIHS and/or other persons as the board of directors may by resolution from time to time designate, direct or authorize.
1.07 Annual financial statements
The CIHS may, instead of sending copies of the annual financial statements and other documents referred to in subsection 172(1) (Annual Financial Statements) of the Act to the members, publish a notice to its members stating that the annual financial statements and documents provided in subsection 172(1) are available at the registered office of the CIHS and any member may, on request, obtain a copy free of charge at the registered office or by prepaid mail.
SECTION 2 MEMBERSHIP – ISSUES REQUIRING SPECIAL RESOLUTION
2.01 Membership conditions
Subject to the articles, there shall be five classes of members in the CIHS, namely, Annual, Life, Sustaining, Corporate and Honorary members.
The board of directors of the CIHS may, by resolution, approve the admission of the members of the CIHS. Members may also be admitted in such other manner as may be prescribed by the board by ordinary resolution. The following conditions of membership shall apply:
(i) Voting membership shall be available only to annual and life members who have applied and have been accepted for voting membership in the CIHS and who remain in good standing as annual or life members.
(ii) The term of membership shall be:
(1) annual, subject to renewal in accordance with the policies of the Corporation
(2) life members who have applied for and been accepted as life members of the CIHS retain membership for the duration of their natural lives
(iii) As set out in the articles, each voting member is entitled to receive notice of, attend and vote at all meetings of members and each such Class A voting member shall be entitled to one (1) vote at such meetings.
Non voting Members
non-voting membership shall be available to:
(1) persons who have accepted to be designated by the Board of the CIHS as Honorary Members
(2) Corporate members who have applied and been accepted for Corporate membership by the Board of the CIHS whose term shall continue for one year subject to renewal according to terms set out by the Board of the CIHS
(3) Sustaining members who have applied and been accepted as Sustaining Members by the Board of the CIHS and whose membership shall continue for one year subject to renewal according to terms set out by the Board of the CIHS.
(4) Subject to the Act and the articles, a non-voting member shall not be entitled to receive notice of, attend or vote at meetings of the members of the Corporation.
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 meeting of members
Notice of the time and place of a meeting of members shall be given to each member entitled to vote at the meeting by the following means:
a) by mail, courier or personal delivery to each member entitled to vote at the meeting, during a period of 14 to 30 days before the day on which the meeting is to be held; or
b) by telephonic, electronic or other communication facility to each member entitled to vote at the meeting, during a period of 14 to 30 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 CIHS to change the manner of giving notice to members not in attendance at a meeting of members entitled to vote at a meeting of members.
SECTION 3 MEMBERSHIP, DUES, DISCIPLINE, TERMINATION
3.01 Membership dues
Members shall be notified in writing of the membership dues at any time payable by them and, if any are not paid within six (6) calendar months of the membership renewal date, the members in default shall automatically cease to be entitled to vote as voting members of the CIHS.
3.02 Termination of membership
A membership in the CIHS is terminated when:
a) the member dies, or, in the case of a member that is a corporation, the corporation is dissolved;
b) a member fails to maintain any qualifications for membership described in Section 2.01 of these bylaws;
c) the member resigns by delivering a written resignation to the chair of the board of the CIHS in which case such resignation shall be effective on the date specified in the resignation;
d) the member is expelled in accordance with Section 3.03 below or is otherwise terminated in accordance with the articles or by-laws;
e) the member’s term of membership expires; or
f) the CIHS is liquidated or dissolved under the Act.
Subject to the articles, upon any termination of membership, the rights of the member, including any rights in the property of the CIHS automatically cease to exist.
3.03 Discipline of members
The board shall have authority to suspend or expel any member from the CIHS for any one or more of the following grounds:
a) violating any provision of the articles, by-laws, or written policies of the CIHS;
b) carrying out any conduct which may be detrimental to the CIHS as determined by the board in its sole discretion;
c) for any other reason that the board in its sole and absolute discretion considers to be reasonable, having regard to the purpose of the CIHS.
In the event that the board determines that a member should be expelled or suspended from membership in the CIHS, the president, or such other officer as may be designated by the board, shall provide twenty (20) days notice of suspension or expulsion to the member and shall provide reasons for the proposed suspension or expulsion. The member may make written submissions to the president, or such other officer as may be designated by the board, in response to the notice received within such twenty (20) day period. In the event that no written submissions are received by the president, the president, or such other officer as may be designated by the board, may proceed to notify the member that the member is suspended or expelled from membership in the CIHS. If written submissions are received in accordance with this section, the board will consider such submissions in arriving at a final decision and shall notify the member concerning such final decision within a further twenty (20) days from the date of receipt of the submissions. 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 persons entitled to be present
The only persons entitled to be present at a meeting of members shall be those entitled to vote at the meeting, the directors and the public accountant of the CIHS and such other persons who are entitled or required under any provision of the Act, articles or by-laws of the CIHS to be present at the meeting. Any other person may be admitted only on the invitation of the chair of the meeting or by resolution of the members.
4.02 Chair of the meeting
In the event that the chair of the board and the vice-chair of the board are absent, the members who are present and entitled to vote at the meeting shall choose one of their number to chair the meeting.
A quorum at any meeting of the members (unless a greater number of members are required to be present by the Act) shall be 10% of the members entitled to vote. 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.
4.04 Votes to govern
At any meeting of members 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 questions. 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 Election and term
Subject to the articles, the members will elect the directors at the first meeting of members and at each succeeding annual meeting at which an election of directors is required, and the directors shall be elected to hold office for a term expiring not later than the close of the third annual meeting of members following the election.
SECTION 6 MEETINGS OF DIRECTORS
6.01 Calling of meetings
Meetings of the board may be called by the chair of the board, the vice-chair of the board or any two (2) directors at any time.
6.02 Notice of meeting
Notice of the time and place for the holding of a meeting of the board shall be given in the manner provided in Section 8.01 of this by-law to every director of the Corporation not less than 7 days before the time when the meeting is to be held. 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.
6.03 Regular meetings
The board may appoint a day or days in any month or months for regular meetings of the board at a place and hour to be named. A copy of any resolution of the board fixing the place and time of such regular meetings of the board shall be sent to each director forthwith after being passed, but no other notice shall be required for any such regular meeting except if subsection 136(3) (Notice of Meeting) of the Act requires the purpose thereof or the business to be transacted to be specified in the notice.
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 chair of the meeting in addition to an original vote shall have a second or casting vote.
The board may from time to time appoint 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. Any such committee may 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 of directors.
SECTION 7 OFFICERS
7.01 Description of offices
Unless otherwise specified by the board which may, subject to the Act modify, restrict or supplement such duties and powers, the offices of the CIHS, if designated and if officers are appointed, shall have the following duties and powers associated with their positions:
a) Chair of the Board – The chair of the board shall be a director. The chair of the board shall, when present, preside at all meetings of the board of directors and of the members. The chair shall have such other duties and powers as the board may specify.
b) Vice-Chair of the Board – The vice-chair of the board shall be a director. If the chair of the board is absent or is unable or refuses to act, the vice-chair of the board shall, when present preside at all meetings of the board of directors and of the members. The vice-chair shall have such other duties and powers as the board may specify.
c) Secretary – the secretary shall attend and be the secretary of all meetings of the board, members and committees of the board. The secretary shall enter or cause to be entered in the CIHS minute book, minutes of all proceedings at such meetings; the secretary shall give, or cause to be given, as and when instructed, notices to members, directors, and members of committees; the secretary shall be the custodian of all books, papers, records, documents and other instruments belonging to the CIHS.
e) Treasurer – the treasurer shall have such powers and duties as the board may specify.
The powers and duties of all other officers of the CIHS shall be such as the terms of their engagement call for or the board or president requires of them. The board may from time to time and subject to the Act, vary, add to or limit the powers and duties of any officer.
7.02 The board may from time to time create other officer positions if necessary to fulfill the objectives of the CIHS. When establishing such officer positions, the board shall also define the powers and duties of each officer position so created.
7.03 Vacancy in office
In the absence of a written agreement to the contrary, the board may remove, whether for cause or without cause, any officer of the CIHS. Unless so removed, an officer shall hold office until the earlier of:
a) the officer’s successor being appointed,
b) the officer’s resignation,
c) such officer ceasing to be a director (if a necessary qualification of appointment) or
d) such officer’s death.
If the office of any officer of the CIHS shall be or become vacant, the directors may, by resolution, appoint a person to fill such vacancy.
SECTION 8 NOTICES
8.01 Method of giving notices
Any notice (which term includes any communication or document) to be given (which term includes sent, delivered or served), other than notice of a meeting of members or a meeting of the board of directors, pursuant to the Act, the articles, the by-laws or otherwise to a member, director, officer or member of a committee of the board or to the public accountant shall be sufficiently given:
a) if delivered personally to the person to whom it is to be given or if delivered to such person’s address as shown in the records of the CIHS or in the case of notice to a director to the latest address as shown in the last notice that was sent by the CIHS in accordance with section 128 (Notice of directors) or 134 (Notice of change of directors); or
b) if mailed to such person at such person’s recorded address by prepaid ordinary or air mail;
c) if sent to such person by telephonic, electronic or other communication facility at such person’s recorded address for that purpose; or
d) if provided in the form of an electronic document in accordance with Part 17 of the Act.
A notice so delivered shall be deemed to have been given when it is delivered personally or to the recorded address as aforesaid; a notice so mailed shall be deemed to have been given when deposited in a post office or public letter box; and a notice so sent by any means of transmitted or recorded communication shall be deemed to have been given when dispatched or delivered to the appropriate communication company or agency or its representative for dispatch. The secretary may change or cause to be changed the recorded address of any member, director, officer, public accountant or member of a committee of the board in accordance with any information believed by the secretary to be reliable. The declaration by the secretary that notice has been given pursuant to this by-law shall be sufficient and conclusive evidence of the giving of such notice. The signature of any director or officer of the CIHS to any notice or other document to be given by the CIHS may be written, stamped, type-written or printed or partly written, stamped, type-written or printed.
8.02 Invalidity of any provisions 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.
8.03 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 Corporation has provided notice in accordance with the by-laws 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 9 DISPUTE RESOLUTION
9.01 Mediation and arbitration
Disputes or controversies among members, directors, officers, committee members, or volunteers of the CIHS are as much as possible to be resolved through consensus building on the part of the parties or failing that through the means provided in section 9.02 of this by-law
9.02 Dispute resolution mechanism
In the event that a dispute or controversy among members, directors, officers, committee members or volunteers of the CIHS arising out of or related to the articles or by-laws, or out of any aspect of the operations of the CIHS, is not resolved in private meetings between the parties, then the issue will be decided by the President. Should the President be placed in a conflict of interest because of the nature of the dispute, the President will delegate the responsibility to decide the issue to a voting member of the CIHS who is not a party to the disagreement.
SECTION 10 EFFECTIVE DATE
10.01 Effective date
Subject to matters requiring a special resolution of the members, this by-law shall be effective when made by the board.
CERTIFIED to be By-Law No. 1 of the CIHS, as enacted by the directors of the CIHS by resolution on the______day of______, 20XX and confirmed by the members of the CIHS by special resolution on the______day of______, 20XX.
Dated as of the [day] day of [Month], [Year].
Submit your vote:
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