A by-law relating generally to the conduct
of the affairs of
Canadian Association for Business Economics
(the “Corporation”)
BE IT ENACTED as a by-law of the Corporation as follows:
- Definition
- Interpretation
- Corporate Seal
- Execution of Documents
- Financial Year
- Banking Arrangements
- Borrowing Powers
- borrow money on the credit of the corporation;
- issue, reissue, sell, pledge or hypothecate debt obligations of the corporation;
- give a guarantee on behalf; and
- mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the corporation, owned or subsequently acquired, to secure any debt obligation of the corporation.
- Annual Financial Statements
- Membership Conditions
- National members paying specific fees to support the national organization and will be associated as members with a Chapter where possible.
- Associate Members who are automatically members of CABE by right of their membership in their local association, which is a chapter of CABE.
- Student members who join by paying fees either to the National or chapter organizations.
In this by-law and all other by-laws of the Corporation, unless the context otherwise requires:
“Act” means the Canada Not-For-Profit Corporations Act S.C. 2009, c. 23 including the Regulations made pursuant to the Act, and any statute or regulations that may be substituted, as amended from time to time;
“articles” means the original or restated articles of incorporation or articles of amendment, amalgamation, continuance, reorganization, arrangement or revival of the Corporation;
“board” means the board of directors of the Corporation and “director” means a member of the board;
“by-law” means this by-law and any other by-law of the Corporation as amended and which are, from time to time, in force and effect;
“meeting of members” includes an annual meeting of members or a special meeting of members; “special meeting of members” includes a meeting of any class or classes of members and a special meeting of all members entitled to vote at an annual meeting of members;
“ordinary resolution” means a resolution passed by a majority of not less than 50% plus 1 of the votes cast on that resolution;
“proposal” means a proposal submitted by a member of the Corporation that meets the requirements of section 163 (Shareholder Proposals) of the Act;
“Regulations” means the regulations made under the Act, as amended, restated or in effect from time to time; and
“special resolution” means a resolution passed by a majority of not less than two-thirds (2/3) of the votes cast on that resolution.
“CABE” means the Canadian Association for Business Economics, or in French, L’Association Canadienne de Science Economique des Affaires.
“national member” means an individual who has been accepted as a “national member” by CABE and has fully paid any entrance fees and membership dues to CABE.
“chapter” means an organization in Canada that has been accepted as a “chapter” by CABE and has fully met any required financial commitments to CABE.
“directors” means board of directors including such officers that are members of the board of directors governed by majority vote unless explicitly otherwise noted.
“associate member” means an individual who is a member of a chapter of CABE, other than a national or student member, for whom the chapter has fully paid any entrance fees and membership dues to CABE.
“student member” means an individual who is a student member of a chapter according to criteria recognized by CABE for whom the chapter has fully paid any entrance fees and membership dues to CABE.
“direct student member” means an individual who has been accepted as a “student member” by CABE directly and has fully paid any entrance fees and membership dues to CABE.
“honorary member” means an individual who has been selected by majority vote by the Board of CABE as an “honorary member”
“President” means the President from time to time of CABE and serves as chair of the board,
“Vice-President” means the Vice-President from time to time of CABE and serves as vice-chair of the board.
“officers” means the President, Vice-President, and other positions as designated by the board, and is a sub-group of the CABE Board.
In the interpretation of this by-law, words in the singular include the plural and vice-versa, words in one gender include all genders, and “person” includes an individual, body corporate, partnership, trust and unincorporated organization.
Other than as specified above, words and expressions defined in the Act have the same meanings when used in these by-laws.
The Corporation may have a corporate seal in the form approved from time to time by the board. If a corporate seal is approved by the board, the secretary or some other officer of the Corporation shall be the custodian of the corporate seal.
Deeds, transfers, assignments, contracts, obligations and other instruments in writing requiring execution by the Corporation may be signed by any two (2) of its officers. In addition, the board may from time to time direct the manner in which and the person or persons by whom a particular document or type of document shall be executed. Any person authorized to sign any document may affix the corporate seal (if any) to the document. Any signing officer may certify a copy of any instrument, resolution, by-law or other document of the Corporation to be a true copy thereof.
The financial year end of the Corporation shall be determined by the board of directors.
The banking business of the Corporation shall be transacted at such banks, trust companies or other firms or corporations carrying on a banking business in Canada or elsewhere as the board of directors may designate, appoint or authorize from time to time by resolution. The banking business or any part of it shall be transacted by an officer or officers of the Corporation and/or other persons as the board of directors may by resolution from time to time designate, direct or authorize.
The directors of the Corporation may, without authorization of the members,
The Corporation shall send to the members a copy of the annual financial statements and other documents referred to in subsection 172(1) (Annual Financial Statements) of the Act or a copy of a publication of the Corporation reproducing the information contained in the documents. Instead of sending the documents, the Corporation may send a summary to each member along with a notice informing the member of the procedure for obtaining a copy of the documents themselves free of charge. The Corporation is not required to send the documents or a summary to a member who, in writing, declines to receive such documents.
The concept of CABE shall be one of an association of individuals with a national focus interested in business or applied economics. CABE will build upon the presence of local associations or other groups of economists or students by designating them as Chapters of CABE. The relationship between CABE and a chapter will be covered by a specific Memorandum of Understanding voted on by the Board of Directors of each association joining CABE as a Chapter.
CABE has three groups of members:
Each member type is considered an individual membership.
Only National and Associate members have full voting rights for all functions of the association.
National members receive additional access to services and programs. National members are treated as local chapter members for the purposes of discounts or other access at the events of any chapter.
Entrance fees and membership dues by membership class shall be fixed from time to time by majority vote of the Board, where two months’ written notice has been given to all Board members and Chapters, for National and Associate Members. The Board may by majority vote from time to time modify the entrance fees and membership dues for subcategories of the above membership categories, such as, but not limited to, retirees, academics or unemployed.
Memberships may be purchased by an organization on behalf of a group of individuals but the membership rights are vested in the individual to whom the membership is assigned not the purchasing organization.
At the discretion of the Board, honorary membership may be conferred upon individuals as a form of recognition for their contribution to economics or to CABE.
The CABE Board by majority vote may choose not to accept an individual’s or a class of individuals’ membership in CABE, or may choose not to renew an individual’s or a class of individuals’ membership in CABE.
The proportion of National Members’ entrance fees and membership dues to be remitted to Chapters shall be fixed from time to time by majority vote of the Board, where two month’s written notice has been given to all Board members and Chapters. CABE will pay to the appropriate Chapter entrance fees and membership dues on a timely basis on behalf of all National Members purchased at the national level who are accepted as members by that local Chapter.
All members of Chapters of CABE will be National, Associate or Student Members of CABE, except for those explicitly excluded by the CABE Board. The appropriate Chapter will pay to CABE on a timely basis, the entrance fees and membership dues for all Associate and Student Members accepted by CABE.
The exchange of fees will be based on membership counts at an explicit point in the year determined by the Board of Directors.
Any member may withdraw from CABE by delivering to CABE a written resignation and lodging a copy of the same with the CABE Secretary.
Pursuant to subsection 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendments to this section of the by-laws if those amendments affect membership rights and/or conditions described in paragraphs 197(1)(e), (h), (l) or (m).
- Membership Transferability
- Notice of Members Meeting
- Members Calling a Members’ Meeting
- Absentee Voting at Members’ Meetings
- enables the votes to be gathered in a manner that permits their subsequent verification, and
- permits the tallied votes to be presented to the Corporation without it being possible for the Corporation to identify how each member voted.
- Membership Dues
- Termination of Membership
- the member dies or resigns;
- the member is expelled or their membership is otherwise terminated in accordance with the articles or by-laws;
- the member’s term of membership expires; or
- the Corporation is liquidated and dissolved under the Act.
- Effect of Termination of Membership
- Discipline of Members
- violating any provision of the articles, by-laws, or written policies of the Corporation;
- carrying out any conduct which may be detrimental to the Corporation as determined by the board in its sole discretion;
- for any other reason that the board in its sole and absolute discretion considers to be reasonable, having regard to the purpose of the Corporation.
- Proposals Nominating Directors at Annual Members’ Meetings
- Cost of Publishing Proposals for Annual Members’ Meetings
- Place of Members’ Meeting
- Persons Entitled to be Present at Members’ Meetings
- Chair of Members’ Meetings
- Quorum at Members’ Meetings
- Votes to Govern at Members’ Meetings
- Participation by Electronic Means at Members’ Meetings
- Members’ Meeting Held Entirely by Electronic Means
- Number of Directors
- Term of Office of Directors
- Indemnity of Directors
- all costs, charges and expenses which such Director, officer or other person sustains or incurs in or about any action, suit or proceedings which is brought, commenced or prosecuted against him or in respect of any act, deed, matter or thing whatsoever, made, done or permitted by him, in or about the execution of the duties of his office or in respect of any such liability;
- all other costs, charges and expenses which he sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by his own willful neglect or default.
- CABE will agree to maintain Directors’ Liability Insurance and sufficient assets to meet this other obligations that might be assessed on directors as part of that activity.
- Calling of Meetings of Board of Directors
- Notice of Meeting of Board of Directors
- Votes to Govern at Meetings of the Board of Directors
- each Director shall be required to withdraw from discussion and not vote in the case of a potential or direct conflict of interest, and
- the Chair shall have a second vote in the event of a tied vote.
- Appointment of Officers
- Description of Offices
- Vacancy in Office
- if a Board member shall resign his office,
- by a resolution supported by a two-thirds vote of directors, the Board may remove a Board member from office, or
- by a resolution supported by two-thirds of voting members at a special general meeting called for that purpose, the National Members may remove a Board member from office.
- if any vacancy for a National Director shall occur through (a) or (b) of this subsection, the National Director’s position’ shall be filled by vote of the Board from amongst the National Members of CABE or if the vacancy occurs through (c) the position (B) shall be promptly filled in the same manner as outlined above
- if any vacancy for a Chapter Director shall occur, a new Chapter Director shall be selected by the relevant Chapter.
- Method of Giving Any Notice
- if delivered personally to the person to whom it is to be given or if delivered to such person’s address as shown in the records of the Corporation or in the case of notice to a director to the latest address as shown in the last notice that was sent by the Corporation in accordance with section 128 (Notice of directors) or 134 (Notice of change of directors);
- if mailed to such person at such person’s recorded address by prepaid ordinary or air mail;
- if sent to such person by telephonic, electronic or other communication facility at such person’s recorded address for that purpose; or
- if provided in the form of an electronic document in accordance with Part 17 of the Act.
- Invalidity of any Provisions of this By-law
- Omissions and Errors
- Winding Up
- By-laws and Effective Date
A membership may only be transferred to the Corporation. Pursuant to Section 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendment to add, change or delete this section of the by-laws.
Notice of the time and place of a meeting of members shall be given to each member entitled to vote at the meeting by telephonic, electronic or other communication facility to each member entitled to vote at the meeting, during a period of 21 to 35 days before the day on which the meeting is to be held. If a member requests that the notice be given by non-electronic means, the notice will be sent by mail, courier or personal delivery.
Pursuant to subsection 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendment to the by-laws of the Corporation to change the manner of giving notice to members entitled to vote at a meeting of members.
The board of directors shall call a special meeting of members in accordance with Section 167 of the Act, on written requisition of members carrying not less than 5% of the voting rights. If the directors do not call a meeting within twenty-one (21) days of receiving the requisition, any member who signed the requisition may call the meeting.
Pursuant to section 171(1) (Absentee Voting) of the Act, a member entitled to vote at a meeting of members may vote by means of a telephonic, electronic or other communication facility if the Corporation has a system that:
Pursuant to subsection 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendment to the by-laws of the Corporation to change this method of voting by members not in attendance at a meeting of members.
Members shall be notified in writing either electronically or by regular mail of the membership dues at any time payable by them and, if any are not paid within one (1) calendar month of the membership renewal date the members in default shall automatically cease to be members of the Corporation.
A membership in the Corporation is terminated when:
Subject to the articles, upon any termination of membership, the rights of the member, including any rights in the property of the Corporation, automatically cease to exist.
The board shall have authority to suspend or expel any member from the Corporation for any one or more of the following grounds:
In the event that the board determines that a member should be expelled or suspended from membership in the Corporation, the president, or such other officer as may be designated by the board, shall provide twenty (20) days’ notice of suspension or expulsion to the member and shall provide reasons for the proposed suspension or expulsion. The member may make written submissions to the president, or such other officer as may be designated by the board, in response to the notice received within such twenty (20) day period. In the event that no written submissions are received by the president, the vicepresident, or such other officer as may be designated by the board, may proceed to notify the member that the member is suspended or expelled from membership in the Corporation. If written submissions are received in accordance with this section, the board will consider such submissions in arriving at a final decision and shall notify the member concerning such final decision within a further twenty (20) days from the date of receipt of the submissions. The board’s decision shall be final and binding on the member, without any further right of appeal.
The Directors of CABE, consisting of the President, the Vice-President, the immediate Past President, the “National Directors” and the “Chapter Directors”, shall be called the Board of Directors. Directors may also serve as officers of the board if so designated. The President and Vice-President will normally serve as chair and vice-chair of the board respectively. Their function shall be to manage the property and business of CABE. Each Chapter, once its membership (including Paid National and Associate CABE Members) exceeds a threshold defined, from time to time, by the Board, shall be entitled to select annually from its own membership a “Chapter Director” who shall be a full voting member of the Board for the following year. Should Chapter membership fall below the designated (including paid National and Associate Members) for two successive years the Chapter will no longer be entitled to a “Chapter Director”. The role of “Chapter Director” may normally be fulfilled by the president of the local chapter.
The President, Vice-President, other officers and the National Directors shall be elected by electronic ballot of the National Members for a period consisting of two fiscal years for CABE. Individual members may request a mail ballot. The ballot shall specify the number of positions for National Directors approved by the Board, and list the Board’s nominations for President, Vice-President, other offices and National Director positions. The ballot shall contain space for write-in candidates, and shall be provided to all voting members in good standing at least 30 days prior to the new term. The deadline for receipt of completed ballots from members must be at least 21 days later than the ballots are distributed. Ballots shall include no more than one vote for each available position and no more than one vote for each candidate. Candidates with the highest number of total votes cast shall be selected.
The member who submitted the proposal shall pay the cost of including the proposal and any statement in the notice of meeting at which the proposal is to be presented unless otherwise provided by ordinary resolution of the members present at the meeting.
Subject to compliance with section 159 (Place of Members’ Meetings) of the Act, meetings of the members may be held at any place within Canada determined by the board or, if all of the members entitled to vote at such meeting so agree, outside Canada.
Members, non-members, directors and the public accountant of the Corporation are entitled to be present at a meeting of members. However, only those members entitled to vote at the members’ meeting according to the provisions of the Act, articles and by-laws are entitled to cast a vote at the meeting.
Because CABE is a national organization, voting may be done electronically on specific proposals.
In the event that the chair of the board and the vice-chair of the board are absent, the members who are present and entitled to vote at the meeting shall choose one of their members to chair the meeting.
A quorum at any meeting of the members (unless a greater number of members are required to be present by the Act) shall be a minimum of 20 voting members. If a quorum is present at the opening of a meeting of members, the members present may proceed with the business of the meeting even if a quorum is not present throughout the meeting.
At any meeting of members every question shall, unless otherwise provided by the articles or by-laws or by the Act, be determined by a majority of the votes cast on the questions. In case of an equality of votes either on a show of hands or on a ballot or on the results of electronic voting, the chair of the meeting in addition to an original vote shall have a second or casting vote. Voting may be done in advance of meetings using appropriate electronic means.
If the Corporation chooses to make available a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during a meeting of members, any person entitled to attend such meeting may participate in the meeting by means of such telephonic, electronic or other communication facility in the manner provided by the Act. A person participating in a meeting by such means is deemed to be present at the meeting. Notwithstanding any other provision of this by-law, any person participating in a meeting of members pursuant to this section who is entitled to vote at that meeting may vote, in accordance with the Act, by means of any telephonic, electronic or other communication facility that the Corporation has made available for that purpose.
If the directors or members of the Corporation call a meeting of members pursuant to the Act, those directors or members, as the case may be, may determine that the meeting shall be held, in accordance with the Act and the Regulations, entirely by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting.
The Directors of CABE, consisting of the President, the Vice-President, the immediate Past President, other officers, the “National Directors” and the “Chapter Directors”, shall be called the Board of Directors. Their function shall be to manage the property and business of CABE.
The number of “National Directors” shall be at a minimum one more than the number of eligible “Chapter Directors” and at a maximum twice the number of eligible “Chapter Directors”. All National Directors shall be National Members in good standing. {Same as para 18, sub-para3} The board will define the number of directors within the range specified in the articles at the time of the annual corporate filing.
The board will define the number of directors at the time of the annual corporate filing.
The directors shall be elected to hold office for a term expiring not later than the close of two fiscal years of CABE.
Every Director or officer of CABE or other person who has undertaken or is about to undertake any liability on behalf of CABE 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 funds of CABE, from and against;
Meetings of the board may be called by the chair of the board, the vice-chair of the board or any two (2) directors at any time. If the Corporation has only one director, that director may call and constitute a meeting.
Meetings of the Board of Directors may be held at any time and place to be determined by the directors provided that 48 hours electronic notice of such meeting shall be given, other than by mail, to each director. Notice by electronic means shall be sent at least fourteen (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 of CABE shall invalidate such meeting or make void any proceeding 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. If all the directors of CABE consent thereto generally or in respect of a particular meeting, a director may participate in a meeting of the Board or of a committee of the Board by means of such conference telephone or other communications facilities as permit all persons participating in the meeting to hear each other, and a Director participating in such a meeting by such means is deemed to be present at the meeting.
At all meetings of the board, every question shall be decided by a majority of the votes cast on the question.
A resolution in writing, signed by a majority of the Directors entitled to vote on that resolution at a meeting of directors or committee of Directors, is as valid as if it had been passed at a meeting of Directors or committee of Directors.
Each Director shall have one vote on all resolutions put before the Board, except that:
The board may designate the offices of the Corporation, appoint officers on an annual or more frequent basis, specify their duties and, subject to the Act, delegate to such officers the power to manage the affairs of the Corporation. A director may be appointed to any office of the Corporation. An officer may, but need not be, a director unless these by-laws otherwise provide. Two or more offices may be held by the same person.
The officers of CABE shall be a President, a Vice-President, a Secretary, a Treasurer and such other officers as the Board may determine from time to time. The offices of Secretary and Treasurer may be held by the same person. Officers other than the President and Vice-President shall be appointed by the Board for a term not to exceed two years.
The President shall serve as Chair of the Board and shall preside over the annual and special general meetings, and over meetings of the Board, and shall officially represent CABE and perform all the functions of Chief Executive of CABE.
The Vice-President, shall serve as Vice-Chair of the Board and shall act on behalf of CABE in the absence of the president and at other times shall assist the president in the performance of all required duties.
The Treasurer shall have the responsibility for collecting funds, paying bills, and overseeing the management of the accounts of CABE. The Treasurer shall also provide a financial report and outline the expected financial position of CABE for the coming year to the Board on a regular basis, and to the membership at the annual general meeting.
The Secretary shall keep the minutes of the annual and special general meetings and minutes of the Board meetings and facilitate other communications as required.
In the absence of a written agreement to the contrary, the board may remove, whether for cause or without cause, any officer of the Corporation. Unless so removed, an officer shall hold office until the earlier of:
If the office of any officer of the Corporation shall be or become vacant, the directors may, by resolution, appoint a person to fill such vacancy.
Any notice (which term includes any communication or document), other than notice of a meeting of members or a meeting of the board of directors, to be given (which term includes sent, delivered or served) pursuant to the Act, the articles, the by-laws or otherwise to a member, director, officer or member of a committee of the board or to the public accountant shall be sufficiently given:
A notice so delivered shall be deemed to have been given when it is delivered personally or to the recorded address as aforesaid; a notice so mailed shall be deemed to have been given when deposited in a post office or public letter box; and a notice so sent by any means of transmitted or recorded communication shall be deemed to have been given when dispatched or delivered to the appropriate communication company or agency or its representative for dispatch. The secretary may change or cause to be changed the recorded address of any member, director, officer, public accountant or member of a committee of the board in accordance with any information believed by the secretary to be reliable. The declaration by the secretary that notice has been given pursuant to this by-law shall be sufficient and conclusive evidence of the giving of such notice. The signature of any director or officer of the Corporation to any notice or other document to be given by the Corporation may be written, stamped, type-written or printed or partly written, stamped, type-written or printed.
The invalidity or unenforceability of any provision of this by-law shall not affect the validity or enforceability of the remaining provisions of this by-law.
The accidental omission to give any notice to any member, director, officer, member of a committee of the board or public accountant, or the non-receipt of any notice by any such person where the Corporation has provided notice in accordance with the by-laws or any error in any notice not affecting its substance shall not invalidate any action taken at any meeting to which the notice pertained or otherwise founded on such notice.
No part of the property, money or other assets of CABE shall be available for the benefit of any member of the Board of Directors or Honorary Member on the winding-up or liquidation of CABE. In the event of dissolution or winding-up of CABE, all the remaining assets after payment of its liabilities shall be transferred to Chapters according to the size of their own membership or to an organization or organizations in Canada having cognate or similar objects.
Subject to the articles, the board of directors may, by resolution, make, amend or repeal any by-laws that regulate the activities or affairs of the Corporation. Any such by-law, amendment or repeal shall be effective from the date of the resolution of directors until the next meeting of members where it may be confirmed, rejected or amended by the members by ordinary resolution. If the by-law, amendment or repeal is confirmed or confirmed as amended by the members it remains effective in the form in which it was confirmed. The by-law, amendment or repeal ceases to have effect if it is not submitted to the members at the next meeting of members or if it is rejected by the members at the meeting.
This section does not apply to a by-law that requires a special resolution of the members according to subsection 197(1) (fundamental change) of the Act because such by-law amendments or repeals are only effective when confirmed by members.
