Summary of Bylaws
CONTENTS
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Corporate Seal
-
Head Office
-
Membership
-
Official Linkage with the CAPC
-
Board of Directors
-
Officers and Councillors
-
Regional Groups
-
Nominations and Elections of Directors
-
Committees
-
Meetings of Members
-
Donations and Grants
-
Auditors
-
Amendment of Bylaws
-
Signature and Certification of Documents
-
General Provisions
-
Interpretation
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1.1 The seal of the Corporation shall be in such
form as shall be prescribed from time to time by the Board
of Directors of the Corporation.
[Contents]
2.1 The Head Office of the Corporation shall be
located at the City of Ottawa,
in the Province of Ontario, Canada.
The Corporation may establish such other offices and agencies
elsewhere within Canada as the Board of Directors may
deem expedient by resolution.
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3.1 Membership in the Corporation shall be limited
to those persons and institutions interested in furthering
the objects of the Corporation and who meet any additional
conditions of membership as may be prescribed in the By-Laws.
3.2 There shall be five (5) classes of Members in the Corporation, namely:
Regular Members, Student Members, Institutional Members,
Supporting Members, and Honorary Members.
3.2.1 Regular members
There shall be designated as Regular Members those Members of the Corporation
who are individuals. Regular Members are entitled to one
(1) vote each at all Meetings of Members of the Corporation.
3.2.2 Student members
There shall be designated as Student Members those individuals who are full-time
trainees or students in the field of conservation and
who are not in receipt of a stipend, other than a scholarship,
in the field of conservation. Student Members are not
entitled to vote at Meetings of Members but are entitled
to attend all such Meetings.
3.2.3 Institutional members
There shall be designated as Institutional Members those Members which are
institutions, corporations, organizations or associations.
Institutional Members shall be entitled to one (1) vote
each at all Meetings of Members.
3.2.4 Supporting members
There shall be designated as Supporting Members those
individuals, institutions, corporations, organizations
or associations who donate more than the annual membership
fee for their membership category in any fiscal year.
Supporting Members’ names may be published in acknowledgment
of their support at the discretion of the Board of Directors.
Supporting Members shall have all the rights and benefits
of Regular Members in the case of individuals or shall
have all the rights and benefits of Institutional Members
in the case of institutions, corporations, organizations
or associations and are entitled to one (1) vote each
at all Meetings of Members.
3.2.5 Honorary members
There shall be a special category of member designated as Honorary Members.
Honorary membership may be conferred on individuals or
institutions, corporations, organizations or associations
which have given outstanding meritorious service to the
conservation profession. Honorary membership shall be
conferred at the absolute discretion of the Board of Directors
and there shall normally be no more than one (1) conferment
of such honorary membership in any one (1) year. The individual,
institution, corporation, organization or association
need not be a member of the Corporation to be eligible
for honorary membership in the Corporation. Honorary Members
are entitled to one (1) vote each at all Meetings of Members.
3.3 Membership fees
The annual membership fees for each class of Members in the Corporation shall
be determined by a majority of the votes cast by the Members
entitled to vote, at Meetings of Members. All Members
shall pay annual membership fees, save Honorary Members
whose membership fees shall be waived for life.
3.4 Additional membership rights
All classes of Members shall be entitled to receive one
(1) copy of all regular publications and announcements
issued by the Corporation and all classes of Members are
entitled to receive notice of all Meetings of Members.
3.5 Withdrawal from membership
Any member may withdraw from the Corporation by either delivering to the Corporation
a written resignation and lodging a copy of same with
the Secretary of the Corporation or by failing to renew
his or her annual membership.
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The Canadian Association for the Conservation of Cultural
Property recognizes the Canadian Association of Professional
Conservators and the published Aims and Objectives of
that organization. CAPC’s methodology and process
of accreditation, as confirmed by (a regular) external
audit, is recognized and supported by CAC. The CAPC will
collaborate with CAC on issues of mutual interest, as
appropriate, to encourage cooperation and harmonization
between the two organizations.
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5.1 Composition of the board of directors
The property and business of the Corporation shall be managed by a board of
ten (10) Directors of whom four (4) shall constitute a
quorum. The Board of Directors shall be composed of four
(4) Officers, three (3) Executive Councillors, two (2)
Regional Councillors, and one (1) CAC/CAPC Liaison Councillor,
all for whom shall be elected by the Members entitled
to vote at the Annual General Meeting of Members. All
of these Directors must be Members in good standing entitled
to vote at Meetings of Members.
5.2 Terms of Office
The term of office for Board Members shall be a two-year
period that runs from immediately following elections
at the Annual General Meeting to the conclusion of the
Annual General Meeting at which successors are elected.
Election of directors shall be staggered so that half
the membership expires each year. In odd-numbered years
the following positions will be filled: President, Vice-President,
Western Regional Councillor (1), and Executive Councillor
(2). In even-numbered years the following positions will
be filled: Secretary, Treasurer, Eastern Regional Councillor
(1), Executive Councillor (1), and CAC/CAPC Liaison (1).
5.3 Vacation of office
The office of Director, Officer, Councillor or Committee
Member or Chairman shall be automatically vacated upon
the occurrence of one or more of the following circumstances:
- if he or she shall resign from office by delivering a
written resignation to the Secretary of the Corporation;
- if at a Special General Meeting of Members a resolution
is passed by three quarters (3/4) of the Members present
and entitled to vote at the meeting that he or she should
be removed from office;
- if upon his or her death;
- if he or she becomes of unsound mind or is declared to
be mentally incompetent;
- if he or she ceases to be a Member of the Corporation;
If an elected member of the Board of Directors leaves
office prior to the end of the term for which elected,
the Board will appoint a Member in good standing entitled
to vote at Meetings of Members to serve for the remainder
of the term. Notwithstanding anything contained herein,
the person appointed by the Board of Directors to fill
the vacancy shall be eligible to run for such office at
the end of the term provided he or she is still a member
in good standing entitled to vote. If a vacancy occurs
for any reason in the office of Committee Member the Chairman
of the said committee shall have the discretion to appoint
a replacement.
5.4 Powers of directors
The Directors may exercise all such powers of the Corporation
as are not, by the Canada Corporations Act or by these
by-laws, required to be exercised by the Members at General
Meetings.
5.5 Power to authorize expenditures
The Directors shall have power to authorize expenditures on behalf of the Corporation from time to time and may delegate by resolution to an Officer or Officers of the Corporation the right to employ and pay salaries to employees. The Directors shall have the power to make expenditures for the purpose of furthering the objects of the Corporation. The Directors shall have the power to enter into a trust arrangement with a trust company for the purpose of creating a trust fund in which the capital and interest may be available for the benefit of promoting the interest of the Corporation in accordance with such terms and conditions as the Board of Directors may prescribe.
5.6 Board meetings
The Board of Directors shall meet at least four (4) times annually at any time
and place to be determined by the Directors. At least
one (1) of these meetings shall be held in joint session
with the Board of Directors of the Canadian Association
of Professional Conservators. No voting on Board business
will occur at joint CAC/CAPC Board meetings.
5.7 Notice of board meetings
A meeting of the Board of Directors may be called by mutual agreement of four
(4) Members of the Board, and at least fourteen (14) clear
days advance notice of such meeting shall be given to
all Directors, or, under exceptional circumstances, with
less than fourteen (14) days notice if the quorum waives
the requirement.
5.8 Voting and attendance at board meetings
The right to vote at a meeting of the Board of Directors shall be restricted
to Members of the Board. Nevertheless, Board Meetings
shall, at the discretion of the Board of Directors, be
open to Members of the Corporation and any Member of the
Board shall be at liberty to invite any person to attend
any meeting of the Board of Directors. Minutes of the
meetings of the Board of Directors are to be made available
to the Members of the Corporation at the discretion of
the Board.
5.9 Travel expenses and remuneration
Directors, Officers, Councillors and Committee Members as such shall not receive
any remuneration or profit for their services but, by
resolution of the Board of Directors reimbursement of
reasonable expenses may be allowed for their attendance
at meetings if the Corporation has sufficient funds at
that time to defray any such expenses; provided further
that any Director, Officer, Councillor or Committee Member
who is engaged in or is a member of a firm engaged in
any business or profession may act in and be paid the
usual professional costs and charges for any professional
business required to be done in connection with the administration
of the affairs of the Corporation.
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6.1 Officers
The Officers of the Corporation shall be:
- President.
- Vice-President.
- Secretary.
- Treasurer.
All Officers shall be elected by the Members of this Corporation entitled to
vote at the Annual General Meeting of Members. They shall
hold office for a term of two (2) years. Any Officer shall
be eligible for re-election for any other office. Notwithstanding
the foregoing, no Officer may occupy the same office for
more than two (2) consecutive terms. However, after standing
down for a term, a person shall be eligible for election
for any office.
6.1.1 Duties of president
The President shall be the chief executive officer of the Corporation. He or
she shall preside at all meetings of the Corporation and
of the Board of Directors. He or she shall have the general
and active management of the business of the Corporation.
He or she shall see that all orders and resolutions of
the Board are carried into effect.
6.1.2 Duties of vice-president
The Vice-President shall, in the absence or disability of the President, perform
the duties and exercise the powers of the President and
shall perform such other duties as shall from time to
time be imposed upon him or her by the Board.
6.1.3 Duties of treasurer
The Treasurer shall have the custody of the corporate funds and securities
and shall keep full and accurate accounts of all assets,
liabilities, receipts and disbursements in books belonging
to the Corporation and shall deposit all moneys, securities
and other valuable effects in the name and to the credit
of the Corporation and in such depositories as may be
designated by the Board of Directors from time to time.
He or she shall disburse the funds of the Corporation
as may be ordered by proper authority, taking proper vouchers
for such disbursements, and shall render to the President
and Directors at the regular meeting of the Board, or
whenever they may require it, an account of all his or
her transactions as Treasurer and of the financial position
of the Corporation. He or she shall also perform such
other duties as may from time to time be determined by
the Board.
6.1.4 Duties of the secretary
The Secretary shall attend all meetings of the Board and all meetings of the
members and act as clerk thereof and record all votes
and minutes of all proceedings in the books to be kept
for that purpose. He or she shall give or cause to be
given notice of all meetings of the members and of the
Board of Directors, and shall perform such other duties
as may be prescribed by the Board of Directors or President,
under whose supervision he or she shall be. He or she
shall be custodian of the seal of the Corporation, which
he or she shall deliver only when authorized by a resolution
of the Board to do so and to such person or persons as
may be named in the resolution.
6.2 Executive councillors
Three (3) Executive Councillors shall be elected by the Members entitled to
vote at the Annual General Meeting of Members. They shall
hold office for a term of two (2) years. All Executive
Councillors shall be eligible for re-election to this
or any other office on the Board of Directors.
6.3 Regional councillors
Two (2) Regional Councillors, namely, a Western Regional Councillor and an
Eastern Regional Councillor, shall be elected by the members
entitled to vote at the Annual General Meeting of Members.
They shall have all the rights of Executive Councillors,
and their special duty shall be to establish liaison and
co-ordinate any business between the Regional Representatives
and the Board of Directors. They shall hold office for
a term of two (2) years. All Regional Councillors shall
be eligible for re-election to this or any other office
on the Board of Directors, subject to the exceptions in
Section 8.3, hereof.
6.4 CAC/CAPC Liaison Councillor
One (1) CAC/CAPC Liaison Councillor shall be elected by the Members entitled
to vote at the Annual General Meeting of the Members.
This Councillor has the special duty to establish liaison,
to bring forward issues of mutual interest and to co-ordinate
any business between the CAC and the CAPC. This Councillor
shall hold office for a term of two (2) years and shall
be eligible for re-election to this or any other office
on the Board of Directors.
6.5 The Officers, Executive Councillors and Regional Councillors shall
perform such duties and exercise such powers as shall
from time to time be imposed upon them by the Board of
Directors.
6.6 The Board of Directors may appoint such agents and engage such employees
as it shall deem necessary from time to time and such
persons shall have such authority and shall perform such
duties as shall be prescribed by the Board of Directors
at the time of such appointment.
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7.1 Regional groups
Regional Groups of the Corporation shall be encouraged to develop wherever
and whenever there exists sufficient interest or perceived
need for such groups. They may be established by mutual
consent of persons in any Region by informing the Board
of Directors of such intention. The mode of operation
of the Regional Groups shall be communicated to the Board
of Directors.
7.2 Regional representatives
Each Regional Group shall select, by appointment or election, according to
its operating procedures, one (1) Regional Representative,
who shall be a Member in good standing entitled to vote
at Meetings of Members of the Corporation. The Regional
Representative shall be entitled to receive agendas and
Minutes of the Board of Directors’ Meetings, and
shall transmit the business of the Regional Group to the
Board of Directors through the Regional Councillor. The
Regional Representative shall also be a nominee for the
office of Regional Councillor on the Board of Directors,
subject however to the exceptions in Section 8.3 hereof.
7.3 Annual meetings of the regional representatives and the board of directors
A meeting of Regional Representatives with the Board of Directors may be held
at the time of the Annual General Meeting. This meeting
shall be coordinated and chaired by a Regional Councillor.
At this meeting recommendations may be made to the Board
of Directors for matters to be considered at a meeting
of the Board of Directors.
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8.1 Elections and voting at business meetings
Directors of the Corporation are elected at an Annual General Meeting by the
Members entitled to vote. Their respective terms of office
run from the conclusion of the Annual General Meeting
at which they are elected to the conclusion of the Annual
General Meeting at which their successors are elected.
8.2 Nominations and elections of officers and executive councillors
The Board of Directors shall be responsible for the presentation of a slate
of nominees for positions of Officers and Executive Councillors
to be elected at the next Annual General Meeting. The
slate shall include all written nominations received by
the Secretary from the Members. Nominations shall also
be received from the floor during the Annual General Meeting.
All nominations shall be accompanied by the consent of
the nominee.
8.3 Nominations and elections of regional councillors
The slate of nominees for the positions of Regional Councillor shall consist
of all of the Regional Representatives who are willing
to stand for the positions of Regional Councillor, with
the following exceptions :
- the Regional Representative from the area in
which the Board of Directors normally meets shall be
ineligible for nomination;
- all Regional Representatives from those provinces
in which outgoing Regional Councillors resided shall
be ineligible for nomination. Notwithstanding the foregoing,
a Regional Councillor whose term is coming to an end
shall have the right to file his nomination for the
position of Regional Councillor representing the same
region provided, however, that a person shall not be
allowed to be a Regional Councillor for the same region,
at any given time, for more than two (2) consecutive
terms.
All nominees from Regional Groups west of the Ontario/Manitoba
border shall be eligible for election to the position
of Western Regional Councillor, and all nominees from
Regional Groups east of that border shall be eligible
for election to the position of Eastern Regional Councillor.
No nomination for these positions will be received from
the floor.
Each Member entitled to vote may vote for only one (1)
Regional Councillor. The Western nominee receiving the
greatest number of votes shall be elected as the Western
Regional Councillor, and the Eastern nominee receiving
the greatest number of votes shall be elected as the Eastern
Regional Councillor.
8.4 Nominations and Election of the CAC/CAPC Liaison Councillor
The Board of Directors shall be responsible for the presentation of a slate
of nominees for the position of the CAC/CAPC Liaison Councillor
to be elected at the next Annual General Meeting. The
slate shall include all written nominations received by
the Secretary from the Members. Nominations may be received
from the floor during the Annual General Meeting of the
Members. All nominations shall be accompanied by the consent
of the nominee.
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9.1 Standing committees
The board of Directors shall within a period of thirty (30) days after each
Annual General Meeting appoint a chairman to each Standing
Committee of the Corporation.
9.2 There shall be at least seven (7) Standing
Committees of the Corporation as follows:
9.2.1 Conference committee
The Conference Committee shall be responsible for the
management and coordination of aspects of annual or special
meetings including local arrangements, technical programmes,
and social activities and shall include a Conference Chairman,
a Programmes Coordinator and an Arrangements Coordinator.
9.2.2 Bulletin committee
The Bulletin Committee shall be responsible for the production
and publication of the Bulletin.
9.2.3 Liaison committee
The Communications Committee shall be responsible for encouraging and maintaining
contact between the Corporation and other organizations
with similar interests, and promoting the awareness of
conservation among related professionals and the general
public.
9.2.4 Membership committee
The Membership Committee shall be responsible for promoting and administering
membership in the Corporation.
9.2.5 Translation committee
The Translation Committee shall be responsible for the
translation from French to English or English to French
of information submitted by the Board of Directors or
by the Committees, and shall encourage the use of both
English and French by the Corporation.
9.2.6 Training committee
The Training Committee shall investigate and evaluate
the ongoing training activities and training needs of
the Canadian conservation community, develop new training
initiatives.
9.2.7 Journal committee
The Journal Committee shall be responsible for the production
and publication of the Journal.
9.2.8 The Grants and Awards Committee
The Grants and Awards Committee shall be responsible
for the administration of CAC Conference/Workshop Attendance
Grants and Training Activity Grants as well as other grants
or awards approved by the Board.
9.3 Ad hoc committees
The Board of Directors shall be empowered to form Ad Hoc Committees and to
appoint a Chair to each of such Committees. The board
of Directors shall also form Joint Ad Hoc Committees with
co-operation of the board of Directors of the CAPC as
necessary in areas of common interest. Ad Hoc committees
shall be formed only when necessary for specific purposes
with clearly defined terms of reference.
9.4 Membership on committees
The Board of Directors will be permitted to appoint any member, including one
or more Officers, Executive or Regional Councillors who
express a willingness to serve on an Ad-Hoc or Standing
Committee or otherwise as required.
9.5 Responsibilities of committee chairmen
All committee chairmen shall be appointed by the Board of Directors. Committee
chairmen shall report regularly in person or in writing
as requested by the Board of Directors. Committee chairmen
shall refer all matters of policy to the Board of Directors.
Committee chairmen may attend all Board of Directors’
Meetings and are entitled to receive notice of such meetings
but shall not have voting privileges at any such meeting.
Committee chairmen will be permitted to appoint to his
or her committee any person who expresses a willingness
to serve on such committee.
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10.1 Meetings of members
There shall be two (2) types of Meetings of Members, namely Business Meetings and Working Meetings:
10.2 Business meetings
There shall be two (2) types of Business Meetings: Annual General Meetings
and Special General Meetings.
10.2.1 Annual general meetings
Annual General Meeting is the normal Business Meeting
of the Corporation. It shall be held within the one hundred
and ten (110) days following the conclusion of the fiscal
year at a place determined by the Board of Directors.
10.2.2 Special general meetings
Special General Meetings are special Business Meetings which may be called
at any time by the Board of Directors, or by notice in
writing signed by at least fifteen (15) Members entitled
to vote, sent to the Secretary of the Corporation.
10.2.3 Notice of business meetings
Announcement of the time, place and agenda of a Business Meeting shall be given
in writing and sent to all Members at least thirty (30)
days in advance of the Meeting.
10.3 Working meetings
There shall be two (2) types of Working Meetings: Annual Working Meetings and
Regional Working Meetings. Both types of meetings may
include the presentation of papers, the holding of lectures,
demonstrations, and discussions. These meetings represent
the principal purpose of the Corporation and shall be
continually encouraged.
10.3.1 Annual working meetings
The Annual Working Meeting shall coincide with an Annual General Meeting.
10.3.2 Regional working meetings
Working Meetings may be held on a regional basis by regional groups of the
Corporation and may be held at any time.
10.4 Proxies
Any Member entitled to vote who cannot attend a Meeting of Members may give
any other Member entitled to vote his or her right to
vote by proxy. All proxies must be in writing in the form
sent out with the notice of the meeting, must be signed
by the Member giving the proxy and must be registered
with the Chairman prior to the beginning of the Meeting
of Members.
10.5 Quorum for business meetings
In order to hold a Business Meeting there must be present
at least fifteen percent (15%) of the Members entitled
to vote, represented either in person or by proxy.
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11.1 The Board of Directors is empowered to receive
donations, grants or benefits on behalf of the Corporation
for the purpose of furthering the objects of the Corporation,
and for this purpose the Board shall have the power to
take such steps as they may deem necessary to enable the
Corporation to receive such donations, grants or benefits.
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12.1 The Members shall at each Annual General
meeting appoint an auditor to audit the accounts of the
Corporation, to hold office until the next Annual General
Meeting provided that the Directors may fill any casual
vacancy in the office of auditor. The auditor shall not
be a Member of the Corporation. The remuneration of the
auditor shall be fixed by the Board of Directors.
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13.1 By-laws of the Corporation may be enacted,
repealed or amended, by a majority of the Directors at
a meeting of the Board of Directors and sanctioned by
an affirmative vote of at least two-thirds (2/3) of the
votes cast by the Members entitled to vote, at a meeting
duly called for the purpose of considering the said by-law,
provided that the enactment, repeal or amendment of such
by-law shall not be enforced or acted upon until the approval
of the Minister of Consumer and Corporate Affairs has
been obtained.
13.2 Notice of any enactment, repeal or amendment of by-law shall be
given in writing and shall be sent to all Members at least
thirty (30) days in advance of the meeting at which such
enactment, repeal or amendment is to be considered and
approved by the Members.
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14.1 Contracts, documents or any instruments in
writing requiring the signature of the Corporation shall
be signed by any two (2) of the President, Vice-President,
Secretary or Treasurer and all contracts, documents and
instruments in writing so signed shall be binding upon
the Corporation without any further authorization or formality.
The seal of the Corporation when required may be affixed
to contracts, documents and instruments in writing signed
as aforesaid or by any Officer or Officers appointed by
resolution of the Board of Directors.
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15.1 The financial year of the Corporation shall
end December 31.
15.2 At all Meetings of Members of the Corporation
every question shall be determined by a majority of votes
unless otherwise specified by the Canada Corporations
Act or by these by-laws.
15.3 The Board of Directors may prescribe such rules and regulations
not inconsistent with these by-laws relating to the management
and operation of the Corporation as they deem expedient,
provided that such rules and regulations shall have force
and effect only until the next Business Meeting of the
Members of the Corporation when they shall be confirmed,
and in default of the confirmation at such Business Meeting
of Members, shall at and from that time cease to have
force and effect.
15.4 Every Director of the Corporation or other
person who has undertaken or is about to undertake any
liability on behalf of the Corporation or any company
controlled by it and their heirs, executors and administrators,
and estate and effects, respectively, shall from time
to time and at all times, be indemnified and saved harmless
out of the funds of the Corporation from and against:
a) all costs, charges and expenses whatsoever which such
Director or other person sustains or incurs in or about
any action, suit nor proceeding which is brought, commenced
or prosecuted against him or her, or in respect of any
act, deed, matter or thing whatsoever, made done or permitted
by him or her, in or about the execution of the duties
of his or her office or in respect of any such liability;
b) all other costs, charges and expenses which he or she
sustains or incurs in or about or in relation to the affairs
thereof, except such costs, charges or expenses as are
occasioned by his or her own willful neglect or default.
15.5 The Corporation recognizes that, in order
to better carry out its aims and objectives, the provision
of services in both English and French is fundamental.
Therefore, bilingual services will be authorized by the
Board and provided in accordance with the CAC Policy on
Bilingualism.
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16.1 In these by-laws and in all other by-laws
of the Corporation hereafter passed unless the context
otherwise requires, words importing the singular number
or the masculine gender shall include the plural number
or the feminine gender, as the case may be, and vice versa,
and references to persons shall include firms and corporations.
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