Constitution
Canadian Security Association National Constitution
ARTICLE 1 - Name
1.1 The name of this organization shall be: Canadian Security Association / L’Association Canadienne de la Sécurité and may be referred to as “CANASA”.
ARTICLE 2 - Mission, Objectives, Goals and Professional Conduct
2.1 Mission - CANASA advocates, educates and provides leadership to our members in a self-regulated environment of Canadian security professionals.
2.2 Objectives - The objectives for which CANASA has been incorporated are
2.2.1 To promote the security industry in Canada and to create public awareness of the industry;
2.2.2 To educate the members of the Association to the highest possible professional standards;
2.2.3 To represent the best interests of the security industry before governments and other statutory bodies; and,
2.2.4 To promote co-operation amongst the members of the security industry.
2.3 Goals
2.3.1 To be acknowledged as the national voice of the security industry.
2.3.2 To be the authority on industry matters and concerns.
2.3.3 To maximize public awareness of our industry and its effectiveness in reducing risk.
2.3.4 To develop and promote programs consistent with the needs of the industry.
2.3.5 To develop and promote programs which will lead to the elimination of false dispatches.
2.3.6 To influence regulations affecting the security industry.
2.4 Professional Conduct
2.4.1 Members shall always be aware of the trust placed in them by their customers and will not misrepresent their ability, experience, credentials or reputation to existing clients and prospective clients.
2.4.2 Members shall maintain a professional attitude towards all clients, competitive companies, suppliers, individuals and employees, respecting the reputation and practices of others.
2.4.3 Members will expose, without hesitation, any unethical conduct of members in the industry by reporting said conduct, in writing, to the Executive Director of the Association.
2.4.4 Members shall adhere to the code of conduct
ARTICLE 3 - Definitions, Interpretations & Non-Discrimination
3.1 Definitions
3.1.1 “Association” - means Canadian Security Association / L’Association Canadienne de la Sécurité or CANASA which is a corporation incorporated under the Canada Corporations Act.
3.1.2 “Chapter” - means a group of members within a specific geographical area of CANASA so assigned, who have been issued chapter status pursuant to this by-law.
3.1.3 “Sub-Chapter” - means a group of members within a chapter of CANASA so assigned, who have been issued sub-chapter status pursuant to this by-law.
3.1.4 “Members” - shall mean all categories of members of the Association.
3.1.5 “Board of Directors or Board” - shall refer to the National, Chapter and Sub-Chapter Board of Directors as established herein;
3.1.6 “Company” - shall mean a member as defined in Article 6 Section 6.1.
3.1.7 “Officers” - shall refer to the individuals who hold a position on the National, Chapter and Sub-Chapter Board of Directors.
3.1.8 “Membership Council” shall mean a group of members that serve as advisors.
3.2 Interpretation
Unless the context otherwise requires, words importing the singular number of the masculine gender, as the case may be, and vice versa, and references to persons shall include firms, associations, and corporations in addition to individuals. Both the English and French versions of the constitution and by-laws are official. Any conflict arising due to interpretation shall be resolved by a two-thirds majority vote of the National Board of Directors.
3.3 Non-Discrimination
The qualifications for membership and/or for holding office will be defined without regard to age, sex, race, religion, national origin or other factors prohibited by law.
ARTICLE 4 - Offices
4.1 Head Office - The head office of the association shall be located in the Town of Markham in the Regional Municipality of York or as otherwise determined from time to time by the National Board of Directors.
4.2 Other Offices - The association may establish other offices elsewhere within Canada, as the National Board of Directors may by resolution deem necessary.
ARTICLE 5 - Corporate Seal and Certification of Documents
5.1 Corporate Seal - The seal of the association shall be in such form as shall be prescribed by the National Board of Directors and shall have the words “Canadian Security Association / L’Association Canadienne de la Sécurité” inscribed thereon. The custody of the seal shall be entrusted to the Executive Director.
5.2 Certification of Documents - The President and Secretary, or other officers, whom the National Board of Directors may designate, shall have the authority to certify documents.
5.3 Membership Certificates - The National President shall have the sole authority to issue membership certificates.
ARTICLE 6 - Membership
6.1 Membership Categories
6.1.1 Regular Member - Any person, firm or corporation who is engaged in the security industry may join as a regular member of the Association. This category may, from time to time, be sub-divided into categories by affirmative vote of the National Board of Directors.
6.1.2 Complimentary Member - Any industry association which is deemed to be of a similar interest as CANASA or any public authority, including but not limited to any police or fire department, or any not for profit organization concerned with law enforcement, crime or loss prevention or fire safety, may, upon approval by the National Board of Directors, join the Association as a complimentary member of the Association for a period of one year. Such membership shall be reviewed on an annual basis by the National Board of Directors.
6.1.3 Honourary Member - The National Board of Directors may from time to time confer Honourary Membership in the Association upon any individual of eminence who has made a significant personal contribution to the industry or the Association. Such membership shall be reviewed on an annual basis by the National Board of Directors.
6.1.4 Probationary Member - Any person, firm or corporation may have its membership status changed from Regular Member to Probationary Member by a majority vote of the National Board of Directors after due consideration for failure to fulfill all or some of the standards and requirements of membership.
6.1.5 Student Member - Any person who is a student registered in a full-time security industry program course as recognized by the National Board of Directors may join the Association as a Student Member. Such person ceases to be a Student Member upon graduation or other termination of studies in such course.
6.1.6 Associate Member - Any person who is an officer, director, partner or employee of a Regular Member may be enrolled as an Associate Member of the Association on request of the Regular Member. Upon the Regular Member of which or whom the Associate Member is an officer, director, partner or employee ceasing to become a member of the Association or upon such Associate Member ceasing to be an officer, director, partner or employee of a Regular Member, then in any such event, such Associate Member shall cease to be a member of the Association.
6.2 Rights, Privileges and Obligations
6.2.1 All categories of members shall have equal rights, privileges and obligations, subject to the following exceptions:
6.2.1.1 Voting at any meeting of the members of the Association shall be
restricted to Regular Members.
6.2.1.2 At all chapter and sub-chapter voting meetings, members shall be entitled
to only one vote regardless of the number of offices a member may have within the geographical boundary of the chapter or sub-chapter;
6.2.1.3 At all national meetings of members, Regular Members with offices in more than one Chapter shall be granted one vote for each Chapter in which they have an office.
6.2.2 In the event a Member ceases to be a member of the Association, all right, title and interest of such Member in and to the property and assets of the Association shall revert to the Association. Immediately on ceasing to be a member of the Association such person, firm or corporation shall forthwith discontinue any use or display of the Association’s name, logo or other identifying mark in all promotion or advertising materials, letterhead, signs, contracts or other business materials.
6.2.3 No member shall use his or her office or title in the Association on personal or business stationery or in advertising or promotion of any type.
6.2.4 Members in good standing may advertise or promote the fact that they are members of CANASA in accordance with national policy as defined by the National Board of Directors from time to time.
6.3 Criteria and Approval
6.3.1 Membership Criteria
6.3.1.1 An applicant shall complete an application in such form as prescribed by the National Board of Directors from time to time and shall, provide proof of incorporation or business name registration under applicable legislation and disclosure of the names and addresses for service of all directors, officers and persons who hold more than 25% of any class of issued shares of any corporate applicant or the names and addresses of all partners of any partnership applicant and shall also provide proof of compliance with any industry specific licensing requirements.
6.3.1.2 An applicant for Regular Membership must actively operate as a business in the security industry and must disclose a street address and a telephone number.
6.3.1.3 An applicant shall agree to abide by the Association’s constitution and by-laws and code of conduct as existing at the time of the applicant’s application or as may be developed from time to time by the Association.
6.3.1.4 Applicants for Regular Membership shall comply with all applicable government legislation including laws, by-laws, rules and regulations and shall obtain and keep current all required industry specific licenses.
6.3.1.5 Applicants must abide by all of the above throughout their membership
within the Association.
6.3.1.6 Each corporate or partnership Regular Member shall delegate one person who shall serve as the representative of such member and who shall be the only person entitled to vote at any meeting of members of the Association or any Chapter or Sub-Chapter and each such corporation or partnership shall provide the Association with written notice of the name, address for service and telephone number of such person. The Association may refuse to permit any other person to attend at or vote at any meeting of directors or members of the Association, Chapter or Sub-Chapter or have any access to any books, records or other materials of the Association, Chapter or Sub-Chapter.
6.3.2 Approval Process for Membership
6.3.2.1 Application for membership in the association shall be addressed in writing to the Executive Director.
6.3.2.2 The Executive Director shall approve those applicants who comply with the requirements for membership as determined from time to time. Upon approval, the appropriate Chapter shall be notified.
6.3.2.2 Either the Executive Director or any applicant who the Executive Director has not approved may refer the application for membership to the National Board of Directors, the decision of which shall be binding, and there shall be no further appeal there from.
6.3.2.4 If any application is rejected the same person, or a corporation of which the same person is a director or holds more than 25 % of the shares of any class, may not make a new application until after one year from the final date of rejection.
6.4 Non-Transferable Membership is not transferable nor assignable without written approval from the National Board of Directors. There shall be deemed to be an assignment of membership when there is a change of control of any corporate member or there is any transfer, directly or indirectly, of ownership (legal or beneficial) or issue, pledge, mortgage, hypothecation or assignment of shares so that a majority of shares of any class or shares carrying the right to cast a majority of votes at any meeting of shareholders of the said corporate member is made to any person or rights to same is given to any person.
6.5 Resignation A member may at any time, resign its membership in the association by serving written notice to that effect to the Executive Director. Notwithstanding any such resignation a member or former member remains liable to the Association for any outstanding liability, including but not limited to any outstanding dues or assessments shown on the books of the Association.
6.6 Termination of Membership
6.6.1 In addition to any other right the Association may have to collect arrears, no member shall be entitled to vote or to any other benefit provided by the Association while in arrears of any dues, assessment, pledge or other indebtedness to Association for more than thirty (30) days unless the National Board otherwise determines.
6.6.2 The Executive Director may, and if directed by the Executive Board shall, forward to any member of the Association which has ceased to satisfy the criteria for membership as outlined in Article 6.3 hereof or which has assigned its membership contrary to Article 6.5 hereof or which has otherwise failed to abide by the Constitution or other policy of the Association a notice of specifying such matter and requiring a remedy of same within four weeks of the date of forwarding such notice. If such matter is not remedied within four weeks of forwarding such notice, the Executive Director shall cause a second notice to be forwarded to such member requiring remedy within two weeks of the forwarding thereof. If such matter is not remedied within such further two week period then the National Board may terminate the membership of such member and it shall notify such member accordingly.
6.6.3 A member so terminated shall have the right to appeal in writing to the National Board of Directors within 30 days of the notice being sent. The decision of the National Board of Directors on the appeal shall be final and binding.
6.6.4 Honourary, public safety and complimentary members may be terminated, without cause, at any time by a majority resolution of the National Board of Directors.
6.6.5 An Associate Member shall cease to be a member when the Regular Member with whom or which such Associate Member is associated ceases to be a member of the Association and shall be suspended from membership during all times such Regular Member is suspended from the Association and shall become a Probationary Member during all times such Regular Member is a Probationary Member.
6.6.6 Employee Members may be terminated when their company is no longer a member.
6.6.7 Any notice or other document referred to herein to be given or forwarded by the Association or any director or officer, may be given or delivered by prepaid ordinary mail, by personal service, by facsimile transmission or e-mail to the last address or number of the person to whom such notice or document is to be given, as shown on the books and records of the Association. In the event of giving notice or delivering any document by mail, that notice or document shall be deemed to have been received on the fourth day following mailing; in the event of delivery or the giving of notice by personal service or facsimile transmission or e-mail, the notice or document shall be deemed to have been received at the time of personal service or transmission.
ARTICLE 7 - Dues and Assessments
7.1 Amount of Dues - The annual dues payable by members to the Association, shall be those fixed from time to time by a resolution, with a two-thirds affirmative vote, of the National Board of Directors.
7.2 When Due - Membership fees shall become due on the anniversary date of joining the association.
7.3 Non-Dues Assessments
7.3.1 The National Board of Directors may establish premium charges for non-members for programs, services, and publications annually.
7.3.2 All fees and charges for nationally approved programs shall be established by the National Board of Directors.
7.3.3 The National Board of Directors may, from time to time, carried by a two-thirds affirmative vote, determine and prescribe any special fees and assessments and manner in which it shall be paid by members.
7.3.4 The annual dues may include an assessment, recommended by a chapter Board of Directors and approved by the National Board of Directors. The chapter Board of Directors can only assess members within their Chapter relating to areas of chapter responsibility as approved by the National Board of Directors.
ARTICLE 8 – National Board of Directors
8.1 Duties and Responsibilities
8.1.1 Duties - The affairs of the association shall be governed by a National Board of Directors which shall supervise, control and direct all activities of the association, its committees and publications, the disbursements of its funds, and the determination of its policies. The National Board of Directors shall actively pursue the mission and goals of the association and may adopt such rules and regulations for the conduct of its business as may be deemed advisable.
8.1.2 The National Board of Directors may delegate to any committee or officer any power, duty and authority of the National Board of Directors which may lawfully be granted.
8.1.3 Responsibilities - The areas of responsibility for the Chapter and Sub-Chapter’s Board of Directors shall be determined from time to time by the National Board of Directors.
8.2 Composition
8.2.1 The National Board of Directors shall consist of the following persons:
8.2.1.1 The National President, First Vice-President, Second Vice-President, Secretary and Treasurer appointed as provided for herein;
8.2.1.2 Two (2) representatives from each Chapter Board of Directors who shall be the Chapter President, or such other representative delegated by the Chapter President and approved by the Executive Committee, and a Member of the Chapter Board of Directors;
8.2.1.3 The immediate National Past President;
8.2.1.4 One representative appointed by each Membership Council as provided
in paragraph 8.6, below; and,
8.2.1.5 Staff members of the Association as designated from time to time
National staff as deemed necessary by the Executive Director but who shall not form part of any quorum nor have any vote at any meeting of the National Board of Directors.
8.3 Eligibility
8.3.1 Only individuals who are or are employed by or are officers or directors of Regular Members of the Association and who are eligible to hold office.
8.3.2 In no event shall a member of the National Board of Directors remain in office if he or she or the partnership or corporation which has delegated him or her, ceases to be a member in good standing. A grace period of transition may be provided, at the discretion of the Executive Committee of the National Board of Directors, in the event of a change in employment status.
8.4 Term of Office
8.4.1 The National President, First Vice-President and Second Vice-President shall hold office for a period of two years from the date of the Annual General Meeting. A full member can serve as President of the Association for a total of 2 non-consecutive terms. This period would not include time served in completion of a predecessor’s unfinished term.
8.4.2 Chapter Directors and the Representatives shall hold office for a period of two years from the date of the Annual General Meeting.
8.4.3 A retiring director shall remain in office until the dissolution or adjournment of the meeting at which his/her retirement is accepted.
8.5 Nominations and Elections
8.5.1 Appointment and Composition of Nominating Committee
The National Board of Directors shall annually appoint a nominating committee, consisting of the immediate Past President and one other member of the National Board of Directors, who shall then become ineligible for nomination to the position of President or Vice-President.
8.5.2 Duties of Nominating Committee
The duties of the nominating committee shall be established from time to time by the National Board of Directors. The duties shall include recommending to the National Board of Directors, willing candidates for the positions of national President, First Vice-President and Second Vice-President.
8.5.3 Election of National President and National Vice-Presidents
8.5.3.1 The National President, First Vice-President and Second Vice-President shall be elected by both the incoming and outgoing members of the National Board of Directors from among members of both Boards. The election for these positions shall take place immediately prior to the AGM in a meeting, which shall be called for the sole purpose of electing a President, Vice-Presidents and the appointment of the officers, who will take up their positions immediately following the AGM.
8.5.3.2 Upon election to the position of National President or Vice-Presidents, the such person shall relinquish his or her Chapter position and the respective Chapter Board of Directors shall hold a meeting within 30 days to elect a replacement for the positions vacated and the persons so elected shall become the Chapter’s representatives as provided for in Section 8.2.1.2.
8.5.4 Appointment of Treasurer
The National Board of Directors may appoint a treasurer from among the representatives on the National Board of Directors or it may appoint an individual external to the National Board of Directors and the membership, to this position. In the event an individual is appointed from outside of the National Board of Directors, the position shall be non-voting. The Chapter represented by this individual will not be in a position to add another person to the National Board of Directors. Upon appointment to the position of Treasurer, the representative shall relinquish his or her Chapter position and the respective Chapter Board of Directors shall hold a meeting within 30 days to elect a replacement for the position vacated and the person so elected shall become the Chapter’s representative as provided for in section 8.2.1.2.
8.5.5 Appointment of Secretary
The Secretary shall be appointed from amongst the members of the National Board of Directors by resolution of the National Board of Directors at their first meeting. The chapter represented by this individual will not be in a position to add another person to the National Board of Directors. Upon appointment to the position of Secretary, the representative shall relinquish his or her Chapter position and the respective Chapter Board of Directors shall hold a meeting within 30 days to elect a replacement for the position vacated and the person so elected shall become the Chapter’s representative as provided for in section 8.2.1.2.
8.5.6 Appointment of Executive Director
The Executive Director shall be an employee of the Association and shall be appointed by the Executive Committee of the National Board of Directors on such terms and conditions and for such remuneration, as it deems appropriate. Subject to any contractual obligation it may dismiss, suspend or discipline such person.
8.5.7 Standing Committees
8.5.7.1 Standing committees of the association shall be established by the
National Board of Directors to conduct such business and perform such duties as may from time to time be determined and shall report directly to the National Board of Directors on a regular basis.
8.5.7.2 Chair people of standing committees shall be appointed annually by
the President and shall normally serve a two-year term. Chairs need not be Directors of the association, however, in these situations, a director shall be appointed to act as liaison between the National Board of Directors and the committee for reporting purposes.
8.5.7.3 Standing committees shall serve until discharged or until their successors
shall be appointed.
8.6 Membership Council
8.6.1 At the National Board of Directors meeting immediately prior to the Annual General Meeting, or a Special General Meeting called for that purpose, the National Board may create a Membership Council by resolution, and the term and mandate of the Membership Council may be amended upon the advice of the Membership Council and the consent of the National Board.
8.6.2 Each Membership Council will establish a procedure for the appointment of a Director to the National Board and submit such procedure to the National Board for approval.
8.6.3 The establishment of a Membership Council must be ratified by the general membership at the next Annual General Meeting following such establishment, or a Special General Meeting called for that purpose; failing which such Membership Council ceases to exist and any Director representing it ceases to be a member of the National Board.
8.7 Special Committees
8.7.1 The National Board of Directors may appoint special committees, from time to time, as required.
8.7.2 The President shall appoint the chairperson of all special committees, subject to ratification by the National Board of Directors, to serve for the duration of that committee’s deliberations and submission of its report.
8.7.3 The mandate and term of office of any special committee shall be determined by the National Board of Directors.
8.8 Removal of a Director
8.8.1 A Director of the National Board of Directors or of a Chapter or Sub-Chapter may be removed by resolution of a two-thirds majority of the National Board of Directors before the expiration of his or her term for cause as established by the National Board of Directors or if he or she has been absent from two (2) consecutive meetings of the National Board of Directors without reason deemed by the National Board of Directors to be adequate.
8.8.2 A proposal to remove a Director shall be circulated with the notice of calling the meeting at which such proposal is to be considered and the Director who receives notice or otherwise learns of a meeting of directors called for the purpose of removing him or her from office shall have the right to attend at such meeting and be heard thereat and, in addition or in the alternative, is entitled to submit to the Association a written statement giving reasons for opposing such removal. The Association shall forthwith send a copy of such statement to every other Director entitled to receive notice of the meeting and neither the Association nor any person acting on its behalf shall incur any liability by reason only of circulating such director’s statement.
8.9 National Board Vacancies
8.9.1 Should a vacancy occur on the National Board of Directors, of a director elected by a Chapter, the Chapter Board of Directors shall hold a meeting within 30 days of the vacancy occurring, to elect a replacement for the position vacated and the person so elected shall become the Chapter’s representative as provided for in section 8.2.1.2.
8.9.2 The National Board of Directors may appoint a representative for a Chapter, if the Chapter fails to do so as provided for herein.
8.9.3 Any other vacancy may be filled by the National Board of Directors.
8.9.4 All persons appointed by a Chapter Board of Directors or the National Board of Directors shall hold office until the next meeting of Members of the Association or of a Chapter at which the election of Directors is usually held.
8.10 Conflict of Interest
Any member of the National Board of Directors or of a Chapter or Sub-Chapter Board who has in any way, directly or indirectly, a financial interest in a contract or a proposed contract with the Association shall declare his or her interest at the first meeting of the Board held after he becomes aware of such contract or his or her interest therein and in the case of a proposed contract, prior to any discussion of same. No member shall vote on any motion or participate in or be present during any discussion pertaining to a proposed contract if he or she or his or spouse or child or spouse of a child, in any way, directly or indirectly, has a financial interest therein.
8.11 Remuneration
8.11.1 No National, Chapter or Sub-Chapter director or officer, except for the Executive Director, shall receive any remuneration for duties performed on behalf of the Association, but may be reimbursed for reasonable expenses incurred while performing such duties in such form as determined by the National Board of Directors from time to time.
8.11.2 The annual remuneration of the Executive Director shall be approved by the Executive Committee prior to the implementation of the Annual Budget.
8.12 Indemnification
8.12.1 All National Directors, Chapter Directors, National Officers and Chapter Officers and their heirs, estate trustees, successors and assigns, shall at all times be indemnified and saved harmless out of the funds of the association from and against:
8.12.1.1 All costs, charges and expenses whatsoever which directors or officers sustain or incur in or about any action, suit or proceeding which is brought, commenced or prosecuted against them, for, or in respect of any act, deed, matter or thing howsoever made, done or permitted by them or about the execution of the duties of their offices; and,
8.12.1.2 All other costs, charges and expenses that they may sustain or incur in or
about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by their own willful neglect or default.
ARTICLE 9 - Officers/Executive Committee
9.1 Composition
9.1.1 The officers of the Association shall be the National President, immediate Past President, National First Vice-President and National Second Vice-President, Treasurer, Secretary and Executive Director and such other officer or officers the National Board of Directors may appoint.
9.1.2 The position of Treasurer and Secretary may be combined.
9.1.3 The President and Executive Director shall be members, ex officio, of all standing and special committees and Councils of the Association. The Executive Director may be excluded on certain Committees at the discretion of the Executive Committee.
9.2 Executive Committee
The Executive Committee shall be comprised of the Officers elected or appointed by the National Board of Directors, including the immediate Past President. In addition, the Executive Director shall serve on the Executive Committee without vote. The committee can include other members of the National Board of Directors who the President deems appropriate with the advice and consent of the National Board of Directors.
9.3 Duties and Responsibilities
9.3.1 Executive Committee
In the intervals between meetings of the National Board of Directors, the Executive Committee shall supervise the management of the Association, shall actively pursue its objectives, and shall oversee the financial affairs of the association, subject to such direction, restrictions and limitations as may from time to time be given or imposed by the National Board of Directors. The Executive Committee shall possess and exercise all the powers and authority of the National Board of Directors, except when the latter is in session. Decisions of the Executive Committee are subject to ratification by the National Board of Directors at its next regularly scheduled meeting.
9.3.2 Duties of Officers
The duties of the national President, National First Vice-President and National Second Vice- President, Treasurer, and Secretary shall be such as their titles by general usage would indicate or as may be required by law, or as specified or assigned to them from time to time by the National Board of Directors.
9.3.3 Executive Director
The Executive Director shall be responsible for the management of the association in accordance with the policies and procedures established by the National Board of Directors and shall serve as chief operating officer responsible for the national office staff. The Executive Director shall at all times devote full effort to the fulfillment of the objectives of the association and to the welfare of its members.
9.4 Term of Office
A regular member can serve as President of the Association for a total of 2 non-consecutive terms. The officers shall remain in office for two years or until their successors shall be elected or appointed with the exception of the Executive Director whose term, by resolution of the National Board of Directors, shall be subject to terms and conditions of employment.
9.5 Removal of Officers
An officer may, by resolution of the National Board of Directors, be removed before the expiration of his or her term for cause or if he or she has been absent from two (2) consecutive meetings of the Executive Committee without reason deemed by the Executive Committee to be adequate.
9.6 Vacancies
Should the office of National President become vacant, it shall be filled by the National First Vice-President or National Second Vice-President. Vacancies in any other Executive position(s) shall be appointed by the Executive Committee for the balance of the term.
ARTICLE 10- Chapters
10.1 Formation
The National Board of Directors shall establish chapters by resolution and the boundaries of said chapters may be amended from time to time by resolution of the National Board of Directors.
10.2 Accountability
10.2.1 The Chapter shall engage in activities outlined in an annual plan and budget submitted to the National Board of Directors of the Association. At all times the Chapter shall be accountable to the Chapter Board of Directors of the Association and report on representations made on behalf of its Chapter members to any level of government, government agency or other association.
10.2.2 The Chapter shall agree to submit all minutes of Chapter Board of Directors meetings and budgets to the National office.
10.3 Membership
10.3.1 Geographic Boundaries - Upon recommendation by a chapter President, the National Board of Directors shall establish geographic boundaries for a chapter.
10.3.2 Assignment - The association shall assign each member to the chapter in which the member’s registered office address is located. For those companies with branches in several chapters, each branch will be assigned to the chapter in which an office is located.
10.3.3 Rights, privileges and obligations - In addition to the rights, privileges and obligations provided by the association, each chapter may, in consultation with the National Board of Directors, determine additional benefits it will provide to the members within its boundaries. Membership in the chapter shall be restricted to members of the association.
10.4 Dues and Assessments
10.4.1 Remittance of chapter assessment - The association shall remit to the chapter, the chapter’s portion of the annual dues. The chapter’s portion shall be credited to the operating budget of that chapter.
10.4.2 Remittance amount - The chapter shall be entitled to a minimum of 55% of the membership dues collected in the chapter in which the member is based. The percentage may be changed by the National Board of Directors but may not be lowered to less than 55%.
10.5 Chapter Board of Directors
10.5.1 Duties: The Chapter Board of Directors shall actively pursue the mission and goals of the association and shall be governed by the association’s by-laws and regulations.
10.5.2 Composition: The members assigned to the chapter shall elect not less than six (6) members to the Chapter Board of Directors, unless otherwise approved by a majority vote by the National Board of Directors. In addition to the six, the immediate past president, provided he or she is still a voting member and willing to serve, shall hold a position on the Chapter Board of Directors. Any new seat on the Chapter Board of Directors shall be created in accordance with the election process outlined herein with the following adjustments. The process shall provide for a 15-day period for accepting nominations followed by a 15-day period for a mail ballot to be administered.
10.5.3 Eligibility: Regular Members of the Association are eligible for election to the Chapter Board of Directors.
10.5.4 Elections: At least 90 days prior to the national Annual General Meeting, the chapter shall circulate to voting members, so assigned to the chapter, a nomination form requesting those interested in holding office to submit their name. Self-nominations will be accepted. In the event that there are more nominations than positions available, mail ballots shall be circulated to voting members assigned to the chapter and tallied no later than 30 days prior to the national Annual General Meeting. Those collecting the most votes shall be considered elected to the Chapter Board of Directors.
10.6 Chapter Officers
10.6.1 Each Chapter shall have a President, First Vice-President, Second Vice-President and Treasurer who shall be elected by the Chapter Board of Directors from amongst the Directors elected by the membership. In addition the immediate Past President of a Chapter shall be an officer of such Chapter. A meeting shall be convened as soon after the election as reasonably possible in order to elect the President, First Vice-President, Second Vice-President and Treasurer.
10.6.2 Term of Office - A regular member can serve as President of the Chapter for a total of 2 non-consecutive terms. The officers shall remain in office for two years commencing on the day after the national Annual General Meeting. Chapter Directors and the Representatives shall hold office for a period of two years from the date of the Annual General Meeting.
10.6.3 National Representation - The representatives of a chapter shall be the President of the Chapter and an appointed member of the Chapter Board of Directors.
10.6.4 Removal - A Chapter Director may be removed by resolution of the National Board of Directors before the expiration of his or her term for cause or if he or she has been absent from two consecutive meetings of the National Board of Directors without reason deemed to be acceptable to the National Board of Directors.
ARTICLE 11 - Sub-Chapters
11.1 Formation - A Chapter Board of Directors shall establish Sub-Chapters by resolution and the boundaries of said Sub-Chapters may be amended from time to time by resolution of the Chapter Board of Directors.
11.2 Accountability - The Sub-Chapter shall engage in activities outlined in an annual plan and budget submitted to the Chapter Board of Directors of the Association. At all times the Sub-Chapter shall be accountable to the Chapter Board of Directors of the Association and report on representations made on behalf of its members to any level of government, government agency or other association.
11.3 Board of Directors - Duties - A Sub-Chapter Board of Directors shall actively pursue the mission and goals of the Association and shall be governed by the Association’s By-Laws and Regulations.
11.4 Composition - The members assigned to a Sub-Chapter shall elect not less than four (4) members to the Sub-Chapter Board of Directors, unless otherwise approved by a majority vote by the Chapter Board of Directors. In addition to the four, the immediate Past President provided he or she is still a voting member and willing to serve, shall hold a position on the Sub-Chapter Board of Directors. Any new seat on the Sub-Chapter Board of Directors shall be created in accordance with the election process.
11.5 Eligibility - Regular members of the Association shall be eligible to hold a position on the Sub-Chapter Board of Directors.
11.6 Each Sub-Chapter shall have a President, Vice-President and Treasurer who shall be elected by the Sub-Chapter Board of Directors from amongst the Directors elected by the membership. In addition the immediate Past President of a Sub-Chapter shall be an officer of such Chapter. A meeting shall be convened as soon after the election as reasonably possible in order to elect the President and Vice-President and Treasurer.
11.7 Elections - At least 90 days prior to the national Annual General Meeting, the Sub-Chapter shall circulate to voting members assigned to the Sub-Chapter, a nomination form requesting those interested in holding office to submit their name. Self-nominations will be accepted. In the event that there are more nominations than positions available, mail ballots shall be circulated to voting members assigned to the Sub-Chapter and tallied no later than 30 days prior to the national Annual General Meeting. Those collecting the most votes shall be considered elected to the Sub-Chapter Board of Directors.
11.8 Term of Office - A regular member can serve as President of the Sub-Chapter for a total of 2 non-consecutive terms. The term of office for directors shall be two years commencing after the national Annual General Meeting. Chapter Directors and the Representatives shall hold office for a period of two years from the date of the Annual General Meeting.
11.9 Chapter Representation - The President of each Chapter shall also sit on the Chapter Board of Directors. In addition, those Sub-Chapters with more than 20% of the membership within the Chapter will be granted a second seat on the Chapter Board of Directors.
11.10 Removal - A Director may be removed by resolution of the Sub-Chapter Board of Directors before the expiration of his or her term for cause or if he or she has been absent from two consecutive meetings of the Sub-Chapter Board without reason deemed to be acceptable to the Chapter Board of Directors.
11.11 Sub-Chapter Board Vacancies - Should a vacancy occur on the Sub-Chapter Board, of a Director elected by a Sub-Chapter, the Sub-Chapter may appoint another regular member to serve until the next yearly election.
ARTICLE 12 - Meetings
12.1 National Board of Directors Meetings
12.1.1 Regular Meetings
There shall be at least four meetings of the National Board of Directors annually, at such times and places as the President shall designate. Written notice of not less than 30 days will be required when calling such a meeting. The accidental error or omission in giving notice of any regular or special meeting shall not invalidate the business transacted thereat.
12.1.2 Special Meetings
The President may call, with a minimum of 10 days notification, a special meeting of the National Board of Directors at any time and place. The President shall call a special meeting upon written request by two directors from different chapters. The business to be transacted at such special meetings shall be stated in the notice thereof, and no other business may be considered at that meeting.
12.1.3 Voting Rights and Procedures
Only directors in attendance at any meeting of the National Board of Directors may vote. In the case of an equity of votes, the President shall cast a second and deciding vote. In all matters not governed by By-laws, the procedure shall be in accordance with Robert’s Rules of Order.
12.1.4 Quorum
At any meeting of the National Board of Directors, a quorum shall consist of a simple majority (50% plus one) of those eligible to be present and vote. Provided a quorum is present at the beginning of a meeting, the meeting may continue even though members leaving reduce the number to less than a quorum. Members who have declared a conflict of interest shall be counted in determining a quorum.
12.2 Executive Committee Meetings
12.2.1 Frequency of Meetings
The Executive Committee shall meet at least four (4) times a year at such times and places as the President may designate.
12.2.2 Voting Rights
Only directors in attendance at any meeting of the Executive Committee may vote. In the case of an equity of votes, the President shall cast a second and deciding vote. In all matters not governed by By-laws, the procedure shall be in accordance with Robert’s Rules of Order.
12.2.3 Quorum
At any meeting of the Executive Committee, a quorum shall consist of a simple majority (50% plus one) of those eligible to be present and vote. Provided a quorum is present at the beginning of a meeting, the meeting may continue even though members leaving reduce the number to less than a quorum. Members who have declared a conflict of interest shall be counted in determining a quorum.
12.3 Members’ Meetings
12.3.1 Annual General Meeting
The annual general meeting of the Association shall be held in Canada each year at such time and place as may be designated by the National Board of Directors.
12.3.2 Special General Meetings
Special general meetings of the association may be held at the call of the National Board of Directors or at the request of 10% of the membership. A Special General Meeting shall be held at such times and places as the National Board of Directors may designate. The business to be transacted at such special general meetings shall be stated in the notice thereof, and no other business may be considered at those meetings.
12.3.3 Notice
12.3.3.1 At least 30 days notice for annual or special general meetings shall be
given.
12.3.3.2 The accidental error or omission in giving notice or the failure of
the member to receive notification of a meeting will not invalidate any proceedings taken thereat.
12.3.4 Order of Business
The usual order of business determined by parliamentary procedure shall govern the conduct of all meetings. In all matters not governed by By-laws, the procedure shall be in accordance with Robert’s Rules of Order.
12.3.5 Voting Rights and Procedures
Only a Regular Member or the person delegated by a corporate or partnership Regular Member as provided for in Paragraph 6.3.1.6 hereof may attend, speak at and vote at any meeting of members. In the discretion of the Chair of the meeting any Complimentary, Honourary, Employee or Student Member may attend and speak at such meeting but shall not vote thereat.
12.3.6 Motions
Motions shall be determined by a simple majority vote (50% + 1), unless otherwise specifically provided for by a statute, or by these bylaws. In the event of a tie vote, the Chair shall have a second, casting vote.
12.3.7 Proxies
Voting by proxy shall not be permitted, except in the case of Annual General Meetings and Special General Meetings when written notification is given to the secretary, or his/her designate, at least 48 hours prior to the meeting. The proxy must name one member of the National Board of Directors as its proxy, and at said meeting the proxy shall be honoured in accordance with the terms of the proxy or, in the absence of any such terms, at the discretion of the proxy named. In the event a company is entitled to more than one vote as provided for herein the votes, all or a portion of the votes, may be transferred to one representative of the company as long as written notification is given to the secretary, or his/her designate, at least 48 hours prior to the meeting.
12.3.8 Quorum
A member or its proxy present constituting at least five (5%) percent of the voting members of the association shall constitute a quorum at meetings of members. Provided a quorum is present at the beginning of a meeting, the meeting may continue even though members leaving reduce the number to less than a quorum. Members who have declared a conflict of interest shall be counted in determining a quorum.
ARTICLE 13 - Finance
13.1 Financial Year - The financial year of the association shall commence on the first day of August in each year.
13.2 Signing Authority - All cheques and contractual obligations issued or endorsed in the name of the association shall be signed by such officers, employees or agents of the association in such manner as shall be determined from time to time by resolution of the National Board of Directors.
13.2.1 Bank Accounts: Two signing officers who have signing authority up to a
predetermined limit.
13.2.2 Contracts: Two signing officers who have signing authority up to a
13.2.3 predetermined limit, one of which must be the Executive Director or the Executive Nominee.
13.3 The National Board of Directors may determine the number of signing officers and limits on the amounts of any cheque or other instrument by which money may be withdrawn from or debt incurred on the Association’s bank accounts or any contractual liability incurred for the Association.
13.4 The Association’s bank accounts shall be kept in such chartered bank as the National Board of Directors may by resolution from time to time determine.
13.5 Any one of such officers, employees or agents so appointed by resolution of the National Board of Directors may endorse cheques for deposit with the Association’s bankers for the credit of the Association or the same may be endorsed “for deposit only” with the bankers of the Association.
13.6 Any one of such officers, employees or agents so appointed by resolution of the National Board of Directors may arrange, settle, balance and certify all books and accounts between the association’s bankers and the association, and may receive all paid cheques and vouchers and sign all the bank’s forms of settlement of balances and releases or verification slips.
13.7 All funds paid to the association shall be deposited from time to time to the credit of the Association in such manner as the National Board of Directors may approve.
13.8 Chapter and Sub-Chapter Finance
13.8.1 A Chapter or a Sub-chapter may have a bank account upon approval of the Executive Committee. The National Executive Director must be one of at least three signing authorities on all bank accounts of the Association.
13.8.2 Any balance over an amount established by the National Board of Directors must be immediately forwarded to the Association Office unless special arrangements are made with the Association’s Executive Committee.
13.8.3 All bank accounts must follow the procedures outlined in Article 13 with the addition of Chapter Directors and Officers as additional signatories.
ARTICLE 14 – Auditors
14.1 An independent auditor shall be appointed yearly by the membership at the AGM and shall set the maximum remuneration and mandate for the auditor.
ARTICLE 15 - Dissolution
15.1 In the event that the Association is dissolved, and after payment of all indebtedness of the Association, the remaining funds, investments, and other assets shall be used for purposes of providing services for social welfare, health, civic improvement, education or transferred to another non-profit organization with a similar mission and goals of the association.
ARTICLE 16 - Amendments
16.1 The By-laws of the association may be repealed or amended by a majority of the directors at a meeting of the National Board of Directors and sanctioned by an affirmative vote of at least two-thirds of the voting members present at an Annual or Special General Meeting duly called for the purpose of considering the repeal or amendment of the By-laws, or through a sanctioned mail ballot which must provide a 45 day period from the time the notice is mailed and the voting deadline. The repeal or amendment of the By-laws shall not be enforced or acted upon until filed and acceptance by the Federal Minister of Consumer and Corporate Affairs has been obtained.
CANASA’s Constitution and Bylaws as amended October 2007