By-Laws of the Association

By-Law 1: Officers

a. The officers of the association shall be the president, vice-president, secretary and treasurer.

b. Officers shall be elected at an annual general meeting of the members and hold office for two years or until their successors are elected.

c. The executive shall fill, by appointment for the remainder of the term, any vacancy caused by resignation or death.

d. The officers shall serve without remuneration, except that an officer may be paid reasonable expenses incurred by him in the performance of his duties.


By-Law 2: Directors

a. The board of directors shall consist of the executive, a graduate student representative (to be elected by graduate student members), an associate membership representative (to be elected by associate members), three members-at-large and the chairs of the standing committees, if not otherwise included.

b. Directors shall be elected at an annual general meeting of the members and hold office without remuneration for two years or until their successors are elected.

c. The executive may fill, by appointment for the remainder of the term, any vacancy caused by resignation or death.


By-Law 3: Nomination and Election of Officers and Directors

a. The executive shall appoint a Nominating Committee of three members to prepare a slate of nominees for the offices of president, vice-president, secretary, treasurer and directors for consideration at the annual general meeting.

b. Additional nominations shall be accepted from the floor of the annual general meeting.

c. Each nomination must have the assent of the nominee.

d. When more than one candidate is nominated for a position, an election by secret ballot shall be held at the annual general meeting.


By-Law 4: Duties of Officers and Directors

a. The president shall preside at all meetings of the association and the executive. He shall exercise general management of the affairs of the association and ensure that resolutions of the association, the executive and the board of directors are put into effect.

b. The vice-president shall, in the enforced absence or disability of the president, perform the duties of the president. He shall also carry out other duties assigned by the executive.

c. The secretary shall give notice of all meetings of the association, the executive and the board of directors. He shall record the votes and minutes of all meetings.

d. The treasurer shall have custody of the funds and keep accurate records of all financial transactions of the association. He shall disburse the funds of the association as directed by the executive and pay all accounts promptly. He shall provide an accounting of the financial transactions of the association to the executive as required and an audited statement of the financial position of the association to the annual general meeting. An outgoing treasurer shall have 30 days from the end of the fiscal year to close the books and have them audited for transfer to the incoming treasurer.

e. The board of directors shall represent the general membership in providing to the executive advice and direction on matters of policy and planning between general meetings.


By-law 5: Finances

a. The fiscal year shall coincide with the calendar year.

b. Any changes to the annual membership fees shall be determined at the annual general meeting and they shall come into force at the beginning of the next fiscal year. Membership fees for any year shall be due by 31 January of that year.

c. A reduced membership fee may be set for members who are undergraduate or graduate students.

d. At an annual general meeting, the association may periodically award honorary “Life Membership” to members who have given long-term service to the association. Such memberships shall be recorded as paid out of association funds.

e. The executive shall set the registration fee for any meeting of the association.

f. Auditors shall be appointed at the annual general meeting.

g. Any contract, document or cheque requiring the signature of the association shall be signed by any two officers.

h. In the event of dissolution of the Association, all its remaining assets after payment of its liabilities shall be distributed to one or more recognized charitable organizations in Canada.


By-Law 6: Meetings

a. An annual general meeting shall be held each year at a time and place to be decided by the executive after consultation with the board. Six weeks’ notice shall be given to the membership for an annual general meeting. At each annual general meeting, a report of the directors, a financial statement for the preceding year and the auditors' report shall be presented.

b. The executive shall call at least one additional general meeting per year. It may call a general or special meeting of members at any time and shall call a special meeting on written request of 8 members or 25% of the members in good standing, whichever is less. Fourteen days’ notice shall be given to each voting member of any general or special meeting.

c. Notice of any general or special meeting may be sent by regular or electronic mail to the last address recorded by the association.

d. A quorum for a general meeting or a special meeting shall be determined as follows. Both full members and associate members shall be counted. Presence may be in person or by electronic means (such as by conference call, video conferencing, etc.) as approved by the executive upon recommendation of the board. Ten members present, or one-third of the total membership rounded up, whichever is greater, will constitute a quorum.

e. The executive shall meet at least once per year prior to the annual general meeting. Additional meetings of the executive will be held as needed at the call of the president provided that notice is given to each member two days prior to the meeting by electronic means or fourteen days by regular mail. Three members will constitute a quorum.

f. The board of directors shall meet at least twice per year, or more often as required by the president and executive. Six members will constitute a quorum.

g. At all meetings every question shall be determined by a simple majority of votes unless otherwise specifically provided in these by-laws.


By-Law 7: Committees

a. Standing committees may be established or dissolved by a general or special meeting of the association.

b. The secretary shall keep a list of all standing committees and their chairs.

c. The executive may appoint ad hoc committees whose members will hold office at the will of the executive.


By-Law 8: Amendment of Constitution and By-Laws

a. Amendments to the constitution shall require a two-thirds majority of the voting members present at an annual general meeting.

b. Amendments to the by-laws shall require a simple majority of the voting members present at an annual general meeting.

c. Notice of a proposed amendment to the constitution or by-laws shall be submitted in writing to the secretary at least one month prior to the annual general meeting at which it is to be considered. Such notice shall be forwarded by the secretary to the membership at least two weeks prior to that meeting.


By-Law 9: Rules and Regulations

The executive may prescribe such rules and regulations, not inconsistent with these by-laws, as it deems expedient, subject to confirmation or rejection at the next annual general meeting.


By-Law 10: Interpretation

In these by-laws the masculine gender or the singular number shall include the feminine gender or plural number, and vice versa.

Most recent changes approved May 10 2014

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