Canadian Studies Network - Réseau d'études canadiennes
WHEREAS the Canadian Studies Network - Réseau d'études canadiennes (the "Corporation") wishes to pass the following by‑law relating generally to the transaction of the business and affairs of the Corporation.
Be it enacted as a by‑law of the Corporation as follows:
1. Head Office
Until changed in accordance with the Corporations Act (Ontario) (the "Act"), the head office of the Corporation shall be in the City of Peterborough in the Province of Ontario at The Frost Centre for Canadian Studies and Indigenous Studies, Trent University, 1600 West Bank Drive, Peterborough, Ontario K9J 7B8.
2.01 Board of directors. The affairs of the Corporation shall be managed by a board of directors (herein referred to as the "Board") consisting of five directors, who may exercise all such powers and do all such acts and things as may be exercised or done by the Corporation and are not by the by‑laws or any resolution of the Corporation or by statute expressly directed or required to be done by the Corporation at a meeting of members including without limitation the following:
a) Recommend changes to the by-laws;
b) Determine a fee structure for the membership;
c) Determine the time and the place of the annual meeting of the members and prepare the agenda of such annual meeting;
d) Define orientation and policies related to the objectives of the Corporation, and consult the membership whenever possible;
e) Authorize necessary expenditures and contracts; authorize the borrowing of money and banking; appoint signing officers, employees and/or agents and approve and pay any compensation to employees of the Corporation;
f) Take whatever steps it deems appropriate to facilitate liaison with the various institutions relating to the Corporation and areas in which the membership is posted;
g) Plan activities and administer the affairs of the Corporation between annual meetings of the members;
h) Maintain the Corporation's archives and records; and
i) Appoint and delegate powers to standing or ad-hoc committees for purposes it deems appropriate including without limitation the "Advisory Board" committee.
j)The Directors shall consist of the President, Vice-President and Secretary-Treasurer of the Corporation plus two members at large one of whom shall be a graduate student.
2.02 Qualification of directors. Directors shall be individuals, eighteen or more years of age and shall, at the time of their election or within ten days thereafter and throughout the term of their office, be members in good standing of the Corporation.
2.03 Election of directors and term of office.
(1) The applicants for incorporation shall be the first directors of the Corporation whose term of office on the board of directors shall continue until their successors are elected or appointed.
(2) The directors' term of office shall be between one and four years except that the director who is the graduate student representative shall have a shorter term of between one and two years.
(3) Directors shall be elected by the members at the annual meeting of the members via majority vote and in accordance with Section 7.01 of these by-laws.
(4) From time to time in the event of any vacancy however caused occurring in the Board (except through an increase in the number of directors), such vacancy may, as long as there is a quorum of directors then in office, be filled by the President if he or she shall see fit to do so; otherwise, such vacancy may be filled at the next meeting of members; and any director appointed or elected to fill any such vacancy shall hold office for the unexpired term of the director who ceased to be a director and who caused such vacancy.
2.04 Vacation of office. A person ceases to be a director of the Corporation:
(a) if he or she becomes a bankrupt or is declared insolvent;
(b) if he or she is found by a court to be mentally incompetent or of unsound mind;
(c) if by notice in writing to the Secretary-Treasurer of the Corporation he or she resigns his or her office (or in the case of the Secretary-Treasurer by notice to the President of the Corporation);
(d) if he or she ceases to be a member of the Corporation;
(e) if he or she is unable to fulfill the duties of the office for a period of one year or longer; or
(f) if he or she dies.
3. Meetings of Directors
3.01 Meetings and notice. Meetings of the Board will be called by the President or any two directors and there shall be at least one meeting of the Board per year. Written notice shall be given to all members of the Board at least one month prior to such meetings save that no notice of a meeting shall be necessary if all the directors are present or if those absent waive notice of or otherwise signify their consent to such meeting being held. Meetings of the Board may be held anywhere in Canada.
3.02 Chair. The President shall, when present, act as Chair and preside at all meetings of the Board and of the members. In the absence of the President at a meeting of the Board, the directors present shall choose one of their number to be Chair of the meeting.
3.03 Quorum. A quorum at any meeting of the Board shall be the presence in person or via Tele-Conference of 50% or more of the directors but not including the Program Chair. For the purposes of these by-laws, "Tele-Conference" means the use of the telephone, the Internet or other communication facilities to participate in a meeting simultaneously and instantaneously with those physically present at a meeting.
(1) Questions arising at any meeting of the Board shall be decided by a majority of votes.
(2) At any meeting unless a poll is demanded, a declaration by the Chair that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive evidence of the fact without proof of the number or proportion of votes recorded in favour of or against the motion.
4.01 Appointment of Officers. The Board shall appoint from among its members a President and a Vice-President.
4.02 Appointment of other officers. From time to time the Board shall appoint a Secretary-Treasurer and may appoint such other officers as the Board may determine.
4.03 Vacancies. If the office of the President, Vice-President or Secretary- Treasurer, shall be or become vacant by reason of death, resignation, disqualification or otherwise, the directors may elect or appoint an officer to fill such vacancy until the next annual meeting of the members, provided that in the vacancy of the office of the President, the Vice-President shall be appointed to fill such vacancy.
5. Indemnities to Directors, Officers and Others
Every director or officer of the Corporation or any other person who has undertaken or is about to undertake any liability on behalf of the Corporation and his or her 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, officer or other person sustains or incurs in or about any action, suit or proceeding that is brought, commenced or prosecuted against him or her, for 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; and
(b) all other costs, charges and expenses that 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 wilful neglect or default.
(a) Membership in the Corporation is open to all who share its objectives and as otherwise set out herein.
(b) There will be four membership categories: (i) regular membership; (ii) low income, graduate student and retired members; (iii) undergraduate student membership; and (iv)institutional membership that includes five free student memberships (allotted at the discretion of the institution). Each member is entitled to one vote (subject to Section 7.01(c) below) provides he or she is in good standing with the exception of institutional members, whose individual student members shall have one vote each but who otherwise shall not be entitled to vote.
(c) Individual membership of the Corporation will be open to scholars, students, researchers, teachers, and faculty members in Canadian universities and colleges, and other persons qualified by reason of their interest in the objectives of the Corporation, upon payment of an annual membership fee.
(d) Institutional membership will be open to administrative units in universities and colleges with Canadian Studies programs upon payment of the institutional membership fees.
(e) The fees payable by each class of members shall be determined from time to time by resolution of the Board subject to the approval of the membership at the next annual meeting of the members.
(f) Members who have paid their fees shall be considered members of good standing.
(g) Voting powers will be confined to members of good standing only.
(h) In case of non-payment of fees, the Board may take appropriate action including without limitation the termination of a member's membership in the Corporation.
(i) Any member shall withdraw from the Corporation by delivering a written resignation to the Secretary-Treasurer of the Corporation (or in the case of the Secretary-Treasurer of the Corporation by written resignation to the President) which shall be effective upon any date or time on or after the execution of the instrument of resignation.
(j) Upon termination of membership for any reason, a member shall not be entitled to any refund of membership dues paid.
7. Meetings of Members
7.01 Terms. The annual meeting of the members shall be held at the head office of the Corporation, or such other place within Canada, on such day in each year and at such time as the Board may by resolution determine. At annual meetings there shall be presented a report of the directors of the affairs of the Corporation for the previous year, a financial statement of the Corporation, the auditor's report (unless the Corporation is exempt) and such other information or reports relating to the Corporation's affairs as the directors may determine. The agenda of the annual general meeting will be circulated electronically in advance to all members and specific reference will be made to any proposed changes to the by-laws or other governing documents of the Corporation, increase in membership dues, and proposals to undertake new commitments. Other meetings of the members (to be known as "general meetings") may be convened by order of the President or by the Board to be held at any date and time and at any place within Canada. In addition, the President shall be obligated to call a general meeting of the members if he or she receives a written requisition to do so from at least: (i) ten members of the Corporation or (ii) ten percent of the members of the Corporation, whichever is lower. Notice of any general or annual meeting where special business will be transacted shall contain sufficient information to permit the member to form a reasoned judgment on the decision to be taken. Three months written notice shall be given to each voting member about any annual meeting or general meeting of the membership. Notice will be sent by email.All business at the meeting shall be settled by a simple majority of all the members in good standing, present or represented by proxy. A quorum of any annual or general meeting of the members shall be 10% of individual members in good standing represented in person or by proxy.
At each annual meeting of the members, any vacancies in the Board shall be filled by the members as follows:
a) All regular members of good standing residing in Canada shall be eligible for election to the Board.
b) Elections will normally be conducted by the delivery of signed proxy forms from the members to an officer or employee of the Corporation who is designated by the Board (the "Proxy Holder") with instructions on how the Proxy Holder may vote on behalf of such member on or prior to the date of the annual meeting, provided that members will have the option of voting in-person at the annual meeting.
c) All individual members may vote in an election. The Directors filling the roles of the President, Vice-President and Secretary-Treasurer shall be elected by the vote of all voting members in good standing. The graduate student representative shall be elected by the graduate student members only.
d) Regional representation will be taken into consideration during the nominations by the members.
e) Nominations will take place 2-4 months prior to the vote.
f) A call for nominations will be sent out to the membership. Nominations need to be supported by two members, following which the nominee will send his or her decision to be nominated in writing to the Board.
g) The candidate who receives the largest number of votes in an election is deemed elected. In the case of a tie between the candidates with the largest number of votes, a returning officer who is designated by the Board shall cast the deciding vote.
7.02 Omission of notice. The accidental omission to give notice of any meeting or the non‑receipt of any notice by any member or by the auditor, if applicable, of the Corporation shall not invalidate any resolution passed or any proceedings taken at any meeting of members.
7.03 Chair. In the absence of the President, the members present at any meeting of members shall choose another director to act as Chair of the meeting.
8. Advisory Board
As a standing committee of the Corporation, the Board will appoint an Advisory Board, which will include no less than 10 but no more than 15 members. Members of the Advisory Board will be members of the Corporation and will serve a two-year term. The Advisory Board will be a body for the Board to consult with when it deems necessary and the Advisory Board may also introduce recommendations on its own accord at the annual meeting of the members. The Advisory Board will have regional representation as well as one PhD. Student. Meetings of the Advisory Board may be held anywhere in Canada in person or via tele-Conference.
9. Enactment, Repeal and Amendment of By‑laws
(1) By‑laws of the Corporation may be enacted, and the by‑laws of the Corporation repealed or amended, by by‑law enacted by a majority of the Board at a meeting of the Board and sanctioned by an affirmative vote of two-thirds of the members at a meeting of members duly called for the purpose of considering such by‑law or at the annual meeting of the members. Any proposed amendments shall be circulated via email at least 30 days prior to the meeting.
(2) Any member who has secured the signatures of ten other members in good standing can submit a proposed by-law amendment to the Board, who shall circulate such amendment to the members to vote on at the next available meeting of the members.
Unless exempt under Section 96.1 of the Act, the members shall at each annual meeting appoint an auditor to audit the accounts of the Corporation to hold office until the next annual meeting provided that the directors may fill any casual vacancy in the office of the auditor. The remuneration of the auditor shall be fixed from time to time by the Board.
11. Cheques, Drafts, Notes, etc.
All cheques, drafts or orders for the payment of money and all notes and acceptances and bills of exchange shall be signed by such officer or officers or person or persons, whether or not officers of the Corporation, and in such manner as the Board may from time to time designate by resolution.
12. Execution of Contracts, etc.
Contracts, documents or instruments in writing requiring the signature of the Corporation may be signed by any director, and all contracts, documents or instruments in writing so signed shall be binding upon the Corporation without any further authorization or formality. The Board is authorized from time to time by resolution to appoint any officer or officers or any person or persons on behalf of the Corporation either to sign contracts, documents or instruments in writing generally or to sign specific contracts, documents or instruments in writing.
13. Financial Year
The Board may by resolution fix the financial year end of the Corporation and the Board may from time to time by resolution change the financial year end of the Corporation.
English and French shall be the official and working languages of the Corporation.
In all by‑laws and special resolutions of the Corporation, the singular shall include the plural and the plural the singular; the word "person" shall include firms and corporations, and the masculine shall include the feminine and the neuter. Whenever reference is made in any by‑law or any special resolution of the Corporation to any statute or section thereof, such reference shall be deemed to extend and apply to any amendment or re‑enactment of such statute or section thereof, as the case may be.