By-Laws of the Canadian Agricultural Economics Society
Relating generally to the conduct of its affairs
Passed by CAES Members at the Annual Business Meeting, May 30, 2014
Approved by Industry Canada September 16, 2014
TABLE OF CONTENTS
- Section 1 - General
- Section 2 - Membership - Matters Requiring Special Resolution
- Section 3 - Membership Dues, Termination and Discipline
- Section 4 - Meetings of Members
- Section 5 - Directors
- Section 6 - Meetings of Directors
- Section 7 - Officers
- Section 8 - Notices
- Section 9 - Dispute Resolution
- Section 10 - Effective Date
BE IT ENACTED a by-law of the Corporation as follows:
SECTION 1 - General
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 of directors;
- "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.
- "the Foundation" or "CAEFM Foundation" means the Canadian Agricultural Economics & Farm Management Foundation
- "the Society" or "CAES" means the Canadian Agricultural Economics Society.
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 in 1.01 above, words and expressions defined in the Act have the same meanings when used in these by-laws.
1.03 Execution of Documents
Contracts, documents or any instruments in writing requiring the signature of the Corporation, shall be signed by any two directors (one signature should be the president or treasurer) and all contracts, documents and instruments in writing so signed shall be binding upon the Corporation without any further authorization or formality. The board of directors shall have power from time to time by resolution to appoint an officer or officers on behalf of the Corporation to sign specific contracts, documents and instruments in writing.
The Board of directors may give the Corporation's power of attorney to any registered dealer in securities for the purposes of the transferring of and dealing with any stocks, bonds, and other securities of the Corporation.
1.04 Financial Year End
Unless otherwise ordered by the board of directors, the fiscal year of the Corporation shall be the calendar year, January 1 to December 31.
1.05 Banking Arrangements
The banking business of the Corporation shall be transacted at such bank, trust company or other firm or corporation carrying on a banking business in Canada 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.
1.06 Annual Financial Statements
The Corporation may, instead of sending copies of the annual financial statements and other documents referred to in subsection 172(1) (Annual Financial Statements) of the Act to the members, publish a notice to its members stating that the annual financial statements and documents provided in subsection 172(1) are available at the registered office of the Corporation and any member may, on request, obtain a copy free of charge at the registered office or by prepaid mail or by electronic communication. The Corporation may also make financial statements available on the member
s only portion of the corporations website.
SECTION 2 - Membership - Matters Requiring Special Resolution
2.01 Membership Conditions
Subject to the articles, the classes of membership in the Corporation shall include regular members, student members, senior members, and such other classes as may be established by the board of directors. All classes of members shall have full voting rights. The conditions for each class of membership shall be prescribed by the board of directors. Each member shall be entitled to receive notice of, attend and vote at all meetings of the members of the Corporation, in person or electronically.
Membership in the Corporation shall be limited to persons interested in furthering the purposes of the Corporation and shall consist of anyone who has paid the prescribed dues and has provided the Corporation with his/her valid electronic mail address. This would normally include individuals who have an interest in agricultural economics or a related field.
Pursuant to subsection 197(1) (Fundamental Changes) 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).
2.02 Notice of Meeting of Members
The board of directors has the power to call, at any time, a general meeting of the members of the Corporation. Notice of the time and place of a meeting of members shall be given to each member entitled to vote at the meeting by the following means:
- 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.
Subject to Section 63(2) of the Regulations, members may request in writing an alternative method of notice.
Pursuant to subsection 197(1) (Fundamental Changes) 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.
2.03 Omissions and Errors
No error or omission in giving notice of any annual or general meeting or any adjourned meeting, whether annual or general, of the members of the corporation shall invalidate such meeting or make void any proceedings taken thereat and any member may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat. For purpose of sending notice to any member, director or officer for any meeting or otherwise, the address of the member, director or officer shall be his last address (including electronic mail address) recorded on the books or other records of the corporation.
SECTION 3 - Membership dues, Termination and Discipline
3.01 Membership Dues
Members shall be notified in writing in advance of the membership expiration date of the membership dues payable by them and, if are not paid by the renewal date, the members are in default and shall automatically cease to be members of the Corporation.
When notified, each member of the Corporation shall pay dues in advance of the membership period, in a manner determined by the board of directors. The payment of dues shall entitle the member to the subscription to the official journals of the Corporation and other published material.
The annual rates for dues in each membership class shall be set by the board of directors with the approval of a majority voting at an annual meeting.
3.02 Termination of Membership
A membership in the Corporation is terminated when:
- the member dies, or, in the case of a member that is a corporation, the corporation is dissolved;
- a member fails to maintain any qualifications for membership described in Section 2.01 of these by-laws;
- the member resigns by delivering a written resignation to the Corporation's board of directors in which case such resignation shall be effective on the date specified in the resignation;
- the member is expelled in accordance with Section 3.03 below or is otherwise terminated in accordance with the articles or by-laws;
- the Corporation is liquidated or dissolved under the Act.
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.
3.03 Discipline of Members
The board shall have authority to suspend or expel any member from the Corporation for any one or more of the following grounds:
- 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.
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 up to 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, 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.
SECTION 4 - Meetings of Members
4.01 Persons Entitled to be Present
The only persons entitled to be present at a meeting of members shall be those entitled to vote at the meeting, the directors and the public accountant of the Corporation. Any other person may be admitted only on the invitation of the chair of the meeting or by resolution of the members.
4.02 Chair of the Meeting
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 number 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 5% of the members entitled to vote at the meeting.
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.
4.04 Votes to Govern
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 the chair of the meeting in addition to an original vote shall have a second or casting vote.
4.05 Business of Annual Meeting of Members
The members may consider and transact any business either special or general at any meeting of the members. At every annual meeting of members, the report of the directors, the financial statement (if completed) and the report of the auditors (if completed) shall be presented and a board of directors elected and auditors appointed for the ensuing year.
All resolutions to be presented at the meeting must be submitted to the resolutions committee at least one full day before the business meeting.
4.06 Time and Place of Annual Meeting of Members
The board of directors has the power to determine the time and location of the annual meeting of members of the corporation, and may be held in conjunction with the annual meetings of other economic organizations.
The location (and affiliate if applicable) for the next annual meeting shall usually be announced at the annual meeting that precedes it. Subject to Section 159(2) of the Act, the corporation from time to time may hold its annual meeting outside Canada provided that the members voted in favour of the proposed location an annual meeting preceding the meeting to take place outside Canada.
SECTION 5 - Directors
5.01 Election and Term
The property and business of the corporation shall be managed by a board of directors of a minimum five (5) and maximum of 20. The elected directors of the corporation shall consist of a president, a president-elect, a past-president, and nine councillors. The elected directors shall be voting members of the board of directors.
Subject to the Act, at each annual meeting one director shall be elected from and by the members of the Corporation to serve a three-year Presidential cycle, wherein the first year will be served as the president-elect, the second year will be served as the president and the third year will be served as the past-president. Each successive presidential office end at the annual meeting that completes the year served in that office.
The councillors shall be directors and serve for three-year terms beginning upon the adjournment of the annual meeting in the year in which they are elected, and their terms shall be arranged so that three councillors are elected each year.
The president with the approval of the board of directors may appoint one or more additional directors who shall hold office for a term expiring not later than the close of the next annual meeting of members, but the total number of directors so appointed shall not exceed one-third (1/3) of the number of directors elected at the previous annual meeting of members.
The Nominations Committee shall be responsible for calls for nominations and the voting and selection procedures for all elected members of the board. All elected and appointed officers and all nominees for such positions must be members in good standing of the Corporation.
5.02 Remuneration of Directors
Directors shall not receive any stated remuneration for their services, but, by resolution of the board of directors, expenses of their attendance may be allowed for their attendance at each regular or special meeting of the board of directors. Nothing herein contained shall be construed to preclude any director from serving the corporation as an officer or in any other capacity and receiving compensation therefor. The directors shall serve as such without remuneration and no director shall directly or indirectly receive any profit from his position as such; provided that a director may be paid reasonable expenses incurred by him in the performance of his duties and provided further that any director who is engaged in or is a member of a firm engaged in any business or profession may act in and be paid the usual professional costs and charges for any professional business required to be done in connection with the administration of the affairs of the corporation.
5.03 Remuneration of Officers, Agents, Employees and Committee Members
The remuneration of all officers, agents and employees and committee members shall be fixed by the board of directors by resolution. Such resolution shall have force and effect only until the next meeting of members when such resolution shall be confirmed by resolution of the members, or in the absence of such confirmation by the members, then the remuneration to such officers, agents or employees and committee members shall cease to be payable from the date of such a meeting of members.
SECTION 6 - Meetings of Directors
6.01 Calling of Meetings
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.
6.02 Notice of Meeting
Subject to Section 136 of the Act, notice of the time and place for the holding of a meeting of the board shall be given in the manner provided in Section 8.01 of this by-law to every director of the Corporation not less than 7 days before the time when the meeting is to be held. Notice of a meeting shall not be necessary if all of the directors are present, and none objects to the holding of the meeting, or if those absent have waived notice of or have otherwise signified their consent to the holding of such meeting.
No notice of meeting need specify the purpose or the business to be transacted at the meeting except that a notice of meeting of directors shall specify any matter referred to in subsection 138(2) (Limits on Authority) of the Act that is to be dealt with at the meeting.
6.03 Regular Meetings
The board may appoint a day or days in any month or months for regular meetings of the board at a place and hour to be named. A copy of any resolution of the board fixing the place and time of such regular meetings of the board shall be sent to each director forthwith after being passed, but no other notice shall be required for any such regular meeting except if subsection 136(3) (Notice of Meeting) of the Act requires the purpose thereof or the business to be transacted to be specified in the notice.
The minutes of the board of directors may not be available to the general membership of the Corporation but shall be available to the board of directors, each of whom shall receive a copy of such minutes.
6.04 Votes to Govern
Each voting member present at a meeting shall have the right to exercise one vote. At all meetings of the board, every question shall be decided by a majority of the votes cast on the question. In case of an equality of votes, the chair of the meeting in addition to an original vote shall have a second or casting vote.
The board may from time to time appoint any committee or other advisory body, as it deems necessary or appropriate for such purposes and, subject to the Act, with such powers as the board shall see fit. Any such committee may formulate its own rules of procedure, subject to such regulations or directions as the board may from time to time make. All committees must have a chair. The chair of any committee must be a member of the board of directors. Other members of a committee may be members of the board of directors or members of the corporation in good standing. Any committee member may be removed by resolution of the board of directors.
Members of such committee shall constitute a quorum.
Meetings of such a committee shall be held at any time and place to be determined by the members of such committee provided that notice of such meeting is given in the manner of section 8.01 of this by-law.
The Corporation will pay travel and other expenses incurred by committees only to the extent that such expenses were specifically authorized by the board of directors.
Omissions or errors are subject to section 8.03 of this by-law.
The following standing committees should be maintained:
The Executive committee is chaired by the President and shall consist the Past-President, President-Elect, Secretary, Treasurer and the Executive Director. The executive committee provides organizational direction on behalf of the board and advises the board on decisions and business matters with respect to strategic planning and policy. It oversees the work of the executive director and overall performance of the committees. The executive committee can suggest tactical decisions when time is an issue. The Executive Committee reports to the board of directors.
The Finance committee is chaired by the President and shall consist of the President-Elect, Secretary, Treasurer, President of the CAEFM Foundation and the Executive Director. The committee prepares the annual budgets for the Corporation and CAEFM Foundation. It manages the investments of the Foundation following the investment policy approved by the board of directors. The committee can also make financial decisions or commitments not approved in the budget. The committee reports financial decisions and commitments at each board meeting.
The president with the concurrence of the board of directors, shall appoint an awards committee consisting of a chair and two or more members in good standing. All committee members must be directors. The awards committee shall be responsible for selecting the recipients of the various awards given by the Corporation, except the Fellows awards. The awards committee will establish subcommittees for each of the awards in a given year.
The president with the concurrence of the board of directors, shall appoint a membership committee consisting of a chair and two or more members in good standing. The committee Chair must be a board member. The membership committee will oversee operations related to the recruitment of new members and the retention of current members.
The most immediate past-president available shall chair the nominations committee. The committee shall include two other members in good standing appointed by the president with the approval of the board. The Nominations Committee shall be responsible for calls for nominations and the voting and selection procedures for all elected members of the board. The Fellows Selection committee will be a subcommittee of the Nominations Committee.
Program Committee, Annual Meeting
The annual meeting program committee shall be chaired by a member of the board of directors, and it shall include at least two other members of the board appointed by the president with the approval of the board. The program committee for the annual meeting shall decide the format and content of the annual meeting program and be responsible for collecting any material to be disseminated.
Program, Other Events
The other events program committee shall consist of the President, President-Elect, and one or more members in good standing appointed by the president with the concurrence of the board of directors. A chair will be appointed by the president for each event. The other events program committee shall decide the format and content of events other than the annual meeting.
The publications committee shall consist of the president and two other board members appointed by the president with the concurrence of the board of directors. The publications committee shall oversee the publications of the Corporation, recommend publication policies to the board of directors, solicit nominees for the editorship, and recommend to the president the appointment of editors of the Journals and members of the editorial boards. Editors and Editorial Boards of the journals of the Corporation shall be subcommittees of the publications committee and must be members of the CAES. Editors of the publications of the Corporation are responsible for the intellectual content of said publications. Members of the editorial board of the publications of the Corporation support and advise the editors with regards to editorial decisions and need not be members of the CAES. The Publications Committee is responsible for the strategic directions of all publications and works collaboratively with the subcommittees meet strategic goals.
The resolutions committee shall be chaired by the most immediate past president available, and it shall include two other members in good standing appointed by the president with the approval of the board of directors. All resolutions to be presented at the meeting must be submitted to the resolutions committee at least one full day before the business meeting.
SECTION 7 - Officers
7.01 Description of Offices
Unless otherwise specified by the board, which may subject to the Act modify, restrict or supplement such duties and powers, the offices of the Corporation, if designated and if officers are appointed, shall have the following duties and powers associated with their positions:
- Chair of the Board - The chair of the board shall be the President of the corporation. The chair of the board shall, when present, preside at all meetings of the board of directors and of the members. The chair shall have such other duties and powers as the board may specify.
- Vice-Chair of the Board - The vice-chair of the board shall be the President-Elect, or if not available, the Past-President of the Corporation. If the chair of the board is absent or is unable or refuses to act, the vice-chair of the board, shall, when present, preside at all meetings of the board of directors and of the members. The vice-chair shall have such other duties and powers as the board may specify.
- President - The president shall be the Chief Executive Officer of the Corporation and the Chair of the Board. The President shall be responsible for implementing the strategic plans and policies of the Corporation with help from the presidential committee. The president shall, subject to the authority of the board, have general supervision of the affairs of the Corporation.
The president shall have authority to sign, execute, and acknowledge financial instruments on behalf of the Corporation.
Subject to the Act, the president, with the concurrence of the board of directors, shall appoint a secretary, treasurer, and one or more editors for the journals of the Corporation to serve for terms set by the board of directors. The president may make additional appointments to positions as provided for in the By-laws. The secretary and treasurer shall be voting members and the executive director and editor(s) shall be non-voting members of the board.
The president shall appoint, with the concurrence of the board of directors, the members of all standing committees and subcommittees of the Corporation, and shall recommend the appointment of all officers appointed by the board of directors. The president shall authorize and convene meetings of the Corporation and board of directors when necessary and perform all necessary functions of the his/her office as prescribed in the articles and By-laws and such other duties as may be decided by the board of directors or the general membership.
- President-Elect - The president-elect shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties as shall from time to time be imposed upon him/her by the board of directors.
- Past-President - The most immediate past president available shall chair the nominations committee and the resolutions committee, and may fill the duties of the President and/or President-Elect if they are not available.
- Secretary - The president may appoint, with the concurrence of the board of directors the Secretary of the corporation. The secretary shall attend and be the secretary of all meetings of the board, all finance committee meetings, all meetings of members and other such meetings as determined by the board. The secretary shall enter or cause to be entered in the Corporation's minute book, minutes of all proceedings at such meetings; the secretary shall give, or cause to be given, as and when instructed, notices to members, directors, the public accountant and members of committees; the secretary shall be the custodian of all books, papers, records, documents and other instruments belonging to the Corporation.
- Treasurer - The president may appoint, with the concurrence of the board of directors the Treasurer of the corporation. The treasurer shall have such powers and duties as the board may specify.
- Secretary-Treasurer - The president may appoint one person to perform both offices of secretary and treasurer with the concurrence of the board of directors.
- Councillors - Councillors are directors elected to the board of directors. Councillors shall be responsible for chairing standing committees and such other duties as may be assigned by the president and board of directors. Their terms begin upon the adjournment of the annual meeting in the year in which they are elected, and those terms shall be arranged so that three councillors are elected each year.
- Executive Director - The president may appoint an executive director who shall report to the president and shall provide support for the board of directors, according to the job description. The office is provided remuneration, as determined by the board of directors.
The powers and duties of all other officers of the Corporation shall be such as the terms of their engagement call for or the board or president requires of them. The board may from time to time and subject to the Act, vary, add to or limit the powers and duties of any officer.
7.02 Vacancy in Office
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:
- the officer's successor being appointed,
- the officer's resignation,
- such officer ceasing to be a director (if a necessary qualification of appointment) or
- such officer's death.
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.
SECTION 8 - Notices
8.01 Method of Giving Notices
Any notice (which term includes any communication or document) to be given (which term includes sent, delivered or served), other than notice of a meeting of members or a meeting of the board of directors, 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:
- if sent to such person by telephonic, electronic or other communication facility at such person's recorded address for that purpose.
A notice so delivered 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.
Subject to Section 63(2) of the Regulations, members may request in writing an alternative method of notice.
8.02 Invalidity of any Provisions of this By-law
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.
8.03 Omissions and Errors
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.
SECTION 9 - Dispute Resolution
9.01 Mediation and Arbitration
Disputes or controversies among members, directors, officers, committee members, or volunteers of the Corporation are as much as possible to be resolved in accordance with mediation and/or arbitration as provided in Section 9.02 of this by-law.
9.02 Dispute Resolution Mechanism
In the event that a dispute or controversy among members, directors, officers, committee members or volunteers of the Corporation arising out of or related to the articles or by-laws, or out of any aspect of the operations of the Corporation is not resolved in private meetings between the parties, then without prejudice to or in any other way derogating from the rights of the members, directors, officers, committee members, employees or volunteers of the Corporation as set out in the articles, by-laws or the Act, and as an alternative to such person instituting a law suit or legal action, such dispute or controversy shall be settled by a process of dispute resolution as follows:
- The dispute or controversy shall first be submitted to a panel of mediators whereby the one party appoints one mediator, the other party (or if applicable the board of the Corporation) appoints one mediator, and the two mediators so appointed jointly appoint a third mediator. The three mediators will then meet with the parties in question in an attempt to mediate a resolution between the parties.
- The number of mediators may be reduced from three to one or two upon agreement of the parties.
- If the parties are not successful in resolving the dispute through mediation, then the parties agree that the dispute shall be settled by arbitration before a single arbitrator, who shall not be any one of the mediators referred to above, in accordance with the provincial or territorial legislation governing domestic arbitrations in force in the province or territory where the registered office of the Corporation is situated or as otherwise agreed upon by the parties to the dispute. The parties agree that all proceedings relating to arbitration shall be kept confidential and there shall be no disclosure of any kind. The decision of the arbitrator shall be final and binding and shall not be subject to appeal on a question of fact, law or mixed fact and law.
- All costs of the mediators appointed in accordance with this section shall be borne equally by the parties to the dispute or the controversy. All costs of the arbitrators appointed in accordance with this section shall be borne by such parties as may be determined by the arbitrators.
Section 10 - Effective Date
Certificate of Continuance issued section 211 of the Canada Not-for-profit Corporations Act (NFP Act) and related documents for the Canadian Agricultural Economics Society / Société canadienne d'agroéconomie on September 9, 2014.