By Laws
Canadian Association of the Deaf
1. CORPORATE SEAL
The seal, an impression whereof is stamped in the margin hereof, shall be the seal of the corporation.
2. MEMBERSHIP
2.1 Full Members
An organization which is
composed of at least 51% persons who are deaf in both its
general membership and its Board of Directors, and which
is provincial or territorial in scope, may become a Full Member
of the corporation upon acceptance by the Board of Directors.
There shall be one (1)
Full Member organization in each province or territory,
except for Ontario and New Brunswick, each of which may have two
(2) Full Member organizations as long as one is ASL/English and
one is LSQ/French. . If a province or
territory does not have a provincial or territorial Full Member,
then up to two (2) local Deaf organizations may affiliate as
Full Members representing that province or territory.
Each province or territory will have exactly two votes
and may send up to two voting representatives to the Council of
the corporation. Ontario and New Brunswick
shall each have one (1) ASL/English and one (1) LSQ/French vote,
and Quebec shall have two (2) LSQ/French votes.
All voting representatives must be deaf.
2.2 Associate Members
Organizations who do not qualify under section 2.1 and individuals may become non-voting Associate Members of the Council upon application to and acceptance by the Board of Directors. All individual members of Full Member organizations shall be non-voting Associate Members of the corporation.
2.3 Membership Dues
There shall be membership fees or dues as determined by the Board of Directors.
2.4. Withdrawal
Any member may withdraw from the corporation by delivering to the corporation a written resignation and lodging a copy of the same with the secretary of the corporation.
2.5 Resignation Required
Any member may be required to resign by a vote of two-thirds (2/3) of the members at an annual meeting provided that any such member shall be granted an opportunity to be heard at such meeting.
3. HEAD OFFICE
Until changed in accordance with the act, the Head Office of the corporation shall be in the City of Ottawa in the Province of Ontario.
4. BOARD OF DIRECTORS
4.1
The property and business of the corporation shall be
managed by a board of directors with representation from
across the
country, of whom three
shall constitute a
quorum.
4.2
Directors must be individuals, at least 18 years of age,
with power under law to contract.
4.3
Directors must
have been members of the local/provincial Deaf affiliated
organization where he/she resides for at least one year.
4.4 a) Four Directors shall be elected an Annual General Meeting. Two Director positions shall be automatic, as detailed in section 5.5 below. The Directors shall be chosen with consideration for representation among regions, francophones, genders, etc.
b) Directors shall take office immediately upon conclusion of the annual meeting at which they were elected.
c) A retiring Director shall remain in office until the dissolution or adjournment of the meeting at which the retirement is accepted and a successor is elected.
4.5 Directors shall
be appointed for a term of three years.
4.6 The office of director shall be automatically vacated:
a) if a director shall resign his office by delivering a written resignation to the secretary of the corporation;
b) if at a general meeting of representatives a resolution is passed by two-thirds of the representatives present at the meeting that the director be removed from office;
c) on death;
provided that if any
vacancy shall occur for any reason contained in this
paragraph, the Full Members shall fill the
vacancy through an emergency vote.
4.7 Meetings of the Board of Directors may be held at any time and place to be determined by the directors provided that 48 hours written notice of such meeting shall be given, other than by mail, to each director. Notice by mail shall be sent at least 14 days prior to the meeting. There shall be at least one (1) meeting per year of the Board of Directors. No error or omission in giving notice of any meeting of the Board of Directors or any adjourned meeting of the Board of Directors shall invalidate such meeting or make void any proceedings taken thereat and any director may at any time waive notice of any such meeting and may ratify, approve, and confirm any or all proceedings taken or had thereat. Each director is authorized to exercise one (1) vote.
4.8 The directors may conduct business by regular or electronic mail or any other means of communication that the directors consent to and that allows all directors to participate, and any business so conducted will be as valid as if it had been passed at a meeting at which the directors were physically present.
4.9 The directors shall serve as such without remuneration and no director shall directly or indirectly receive any profit from the position as such, provided that a director may be paid reasonable expenses incurred in the performance of duties. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefor.
4.10 The Board of Directors may appoint such agents and engage such employees and pay such reasonable remuneration as it shall deem necessary, 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.
4.11 No director may serve as a voting representative of any CAD voting affiliate [Full Member] at any Council of the corporation.
5. OFFICERS
5.1 The officers of the corporation shall be a Past President, President, Vice President, Secretary, Treasurer, and Member at Large, at least one of which must be a francophone. No person shall hold more than one office. No three officers may be from the same province or territory. All members of the Board of Directors must be Canadian citizens.
5.2 The
officers of the corporation shall be elected at an annual
meeting of the members. Vacancies occurring
between meetings may be filled by the Full Members.
5.3
The officers of the corporation shall hold
office for three (3) years from the date of election or until
their successors are elected or appointed in their stead, with
exceptions as detailed in section 5.5 below.
5.4 Officers shall be subject to removal by resolution of the Full Members at any time.
5.5 The positions of Vice President, President, and Past President are one continuum serving a total of six (6) years in office. The members shall elect the Vice President to a term of two (2) years. At the conclusion of this term, the Vice President shall automatically become President and serve another term of two (2) years in that capacity. At the conclusion of the President’s term, the incumbent shall automatically become Past President and serve another term of two (2) years in that capacity. The election of Vice President shall therefore take place once every six (6) years.
5.6 The Past President shall have no vote. The Past President shall act as an advisor to the officers and as a public goodwill ambassador on behalf of the corporation. He or she shall attend all meetings of the Board of Directors and shall participate fully in the activities of the Board and the corporation. He or she may preside at meetings upon request. He or she shall act as parliamentarian at all official meetings of the Board and at the Annual General Meeting.
5.7 The President shall be the chief executive officer of the corporation and shall preside at all meetings of the corporation and of the Board of Directors.
5.8 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 may be imposed by the Board of Directors.
5.9 The Secretary shall or shall make arrangements to have notices of meetings issued, minutes of meetings kept and distributed, register of members maintained, records and documents maintained, the seal of the corporation kept, and shall perform such other duties as may be imposed by the Board of Directors.
5.10 The Treasurer shall or shall make arrangements to keep financial records and to render financial statements, present audited annual statements to the annual meeting, submit annual charity disbursement reports to Canada Customs and Revenue Agency, monitor investments and investment policies, maintain and enforce the organization’s Financial Policies and Procedures Manual, and perform such other duties as may be imposed by the Board of Directors. Nominees for the position of Treasurer should have prior experience or training in accounting or a related financial discipline.
5.11 The Member At Large
shall be chosen on the basis of need and qualifications.
The responsibilities and role of this position shall be
determined by the Full Members and/or the
Board of Directors.
6. EXECUTION OF DOCUMENTS
Instruments in writing requiring a signature of the corporation shall be signed by any two of the officers or by an officer and the Executive Director or other chief staff person of the corporation, and all instruments in writing so signed shall be binding upon the corporation without any further authorization or formality. The board shall have power to appoint an agent or agents on behalf of the corporation either to sign instruments in writing generally or to sign specific instruments in writing. The seal of the corporation when required may be affixed to instruments in writing so signed. The term Ainstruments in writing@ shall include cheques, deeds, mortgages, hypothecs, charges, conveyances, contracts, transfers and assignments of property real or personal, immovable or movable, agreements, releases, receipts and discharges for the payment of money or other obligations, transfers and assignments of shares, stocks, bonds, debentures or other securities, and all paper writing.
7. COUNCIL MEETINGS
7.1 Members will meet in Council at least once every year.
7.2
The duties of Council are:
i) initiate or approve general policy guidelines for the activities of the corporation;
ii) to elect a Vice President, Secretary, Treasurer, and Member At Large to manage
the affairs of he corporation.
7.3 The annual or any other general meeting of the
Council shall be held at the Head Office of the
corporation or at any place as the Board of Directors
may determine and on such day as the directors shall
appoint. At every annual meeting, in
addition to any other business that may be transacted,
the report of the directors, the financial statement and
the report of the auditors shall be presented and
auditors appointed for the ensuing year.
New by-laws and amendments to or revocations of
existing by-laws may be passed subject to the notice
requirements set out in this by-law, and any business
which may be carried on at a general meeting may be
transacted. The members of the Board
of Directors of the corporation shall be elected by the
members at an annual meeting.
7.4 The corporation may hold general meetings of the membership on such date, at such time, and in such place as the board may determine. At a general meeting, new by-laws and amendments to or revocations of existing by-laws may be passed subject to the notice requirements set out in this by-law, and any business of the corporation may be transacted.
7.5 Any four (4) Full Members of the corporation may request the board to hold a general meeting by presenting a request in writing, signed by the voting representative(s) of the four Full Members, to the President or Secretary of the corporation. Upon receipt of such request, the board shall call a general meeting of the corporation within twenty-one days of the request.
7.6 Notice in writing of the annual meeting or any general meeting, stating the date, time, and place of the meeting, and the general nature of the business to be transacted, shall be delivered or mailed to each member and their voting representative(s) if known at least thirty (30) days prior to the date of the meeting to the address shown for the members in the records of the corporation. Notice of any meeting where special business will be transacted should contain sufficient information to permit the member to form a reasoned judgment on the decision to be taken.
7.7 The quorum for the transaction of business at annual and general meetings of the Council shall be either two-thirds of the voting representatives of the Council or ten (10) voting representatives, whichever is less, except that two (2) voting representatives shall constitute a quorum for the purpose of adjourning the meeting.
7.8 Each Full Member must notify the secretary of the corporation in writing of the name(s) of the voting representative(s) appointed to the Council at least fourteen (14) days prior to the annual meeting.
7.9 Every question submitted to a meeting, with the exception of those required by law or specified in this by-law to require a two-thirds vote, shall be decided by a majority of votes. If there is an equality of votes, the chairperson of the meeting shall cast the deciding vote. The voting representative(s) cast their vote on behalf of the member organizations.
8. FINANCIAL YEAR
Unless otherwise ordered by the Board of Directors, the fiscal year-end of the corporation shall be March 31st.
9. COMMITTEES
The Board of Directors or the Council may appoint such committees as necessary and may remunerate, remove, and fix the terms for committee members.
10. AMENDMENT OF BY-LAWS
The by-laws of the corporation not embodied in the letters patent and/or supplementary letters patent may be repealed or amended by by-law enacted by an affirmative vote of at least two-thirds of the voting representatives present at a general or annual meeting. Sixty days notice of by-law amendments or revocations must be given, including the text of the proposed changes. The repeal or amendment of such by-laws shall not be enforced or acted upon until the approval of the Minister of Consumer and Corporate Affairs has been obtained.
11. AUDITORS
The members shall at each annual meeting appoint an auditor to audit the accounts of the corporation for report to the members at the next annual meeting. The auditor shall hold office until the next annual meeting provided that the directors may fill any casual vacancy in the office of auditor. The remuneration of the auditor shall be fixed by the Board of Directors.
12. BOOKS AND RECORDS
The directors shall see that all necessary books and records of the corporation required by the by-laws of the corporation or by any applicable statute or law are regularly and properly kept.
13. RULES AND REGULATIONS
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 annual meeting of the members of the corporation when they shall be confirmed, and failing such confirmation at such annual meeting of members shall at and from that time cease to have any force and effect.
14. BORROWING POWER
14.1 The directors may from time to time:
a)
borrow money upon
the credit of the corporation;
b)
issue bonds, debentures, debenture stock or other securities
of the
corporation and pledge or sell the same for such sums and at
such prices as may be deemed expedient or necessary to
secure any indebtedness or liability of the corporation;
c) charge, hypothecate, mortgage or pledge any or all of the real or personal property of the corporation, including book debts and unpaid calls, rights, powers, undertaking and franchises of the corporation, to secure any bonds, debentures, debenture stock or other securities or any liability of the corporation.
14.2 The directors may from time
to time authorize any director or directors, officer or
officers, employee of the corporation or other person or
persons, whether connected with the corporation or not, to make
arrangements with reference to the money borrowed or to be
borrowed as aforesaid, and as to the terms and conditions of the
loan thereof and as to the securities to be given therefor, with
power to vary or modify such arrangements, terms and conditions
and to give such additional securities for any moneys borrowed
or remaining due by the corporation as the directors of the
corporation may authorize, and generally to manage, transact,
and settle the borrowing of money by the corporation.
14.3 The directors may from time to time authorize any director or directors, officer or officers, employee of the corporation or any other person or persons, whether connected with the corporation or not, to sign, execute and give on behalf of the corporation all documents, agreements and promises necessary or desirable for the purposes aforesaid and to draw, make, accept, endorse, execute and issue cheques, promissory notes, bills of exchange, bills of lading and other negotiable or transferable instruments and the same and all renewals thereof or substitutions therefor so signed shall be binding upon the corporation.
14.4 The powers hereby conferred shall be deemed to be in supplement of and not in substitution for any powers to borrow money for the purposes of the corporation possessed by its directors or officers independently of a borrowing by-law.
15. DISSOLUTION
In the event of dissolution or winding up of the corporation, all its remaining assets after payment of liabilities shall be distributed to one or more recognized Deaf charitable organizations in Canada.
