CAP By-laws

By-laws of the Canadian Association of Palynologists
Règlements de l’Association Canadienne des Palynologues       

SECTION 1 – GENERAL

In these by-laws unless the context otherwise requires:

  1. “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;
  2. “Association” means the Canadian Association of Palynologists / Association Canadienne des Palynologues;
  3. The name of the Association shall be “The Canadian Association of Palynologists / L’Association Canadienne des Palynologues”;
  4. The objectives of the Association shall be to advance and encourage all aspects of palynology in Canada and to promote co-operation between palynologists and those engaged in related fields of study;
  5. The Association is a member of the International Federation of Palynological Societies (I.F.P.S.);
  6. “articles” means the original or restated articles of incorporation or articles of amendment, amalgamation, continuance, reorganization, arrangement or revival of the Association;
  7. “by-law” means these by-laws and any other by-laws of the Association as amended and which are in force and effect;
  8. “Directors” means those members elected as officers of the Association to manage the business of the Association;
  9. “meeting of members” includes the Annual General Meetings of members and any Special Meetings of members; “Special Meeting of members” includes all members entitled to vote at an Annual General Meeting of members;
  10. notice of meetings and resolutions (ordinary and special) to be considered at the meeting must be published in the Newsletter and/or by email no less than two months before the meeting;
  11. “ordinary resolution” means a resolution passed by a majority (i.e. more than 50%) of the votes cast on that resolution;
  12. “special resolution” means a resolution
    1. on which at least 25% of the total membership of the Association casts their vote in person, by proxy, or by email ballot (or survey instrument) in order for the results to be considered legal and binding;
    2. passed by a majority of said minimum 25% of the total membership;
  13. “proposal” means a proposal submitted by a member of the Association that meets the requirements of section 163 (Shareholder Proposals) of the Act.

SECTION 2 –  MEMBERSHIP

  1. Membership Conditions
    1. Subject to the articles, there shall be one class of members in the Association. Membership in the Association shall be available on an annual (calendar year) basis to any individual interested in furthering the Association’s purposes and who has paid the membership dues. None others shall be members of the Association.
    2. No formal admission to membership shall be required, and the entry in the Register of Members by the Secretary of the name and address of any individual shall constitute an admission to membership in the Association. Their names and addresses will be entered in the Register of Members by the Secretary.
    3. The number of members of the Association is unlimited.
    4. Every member of the Association shall be entitled to attend any meeting of the Association and to vote at any meeting of the Association (or by proxy for any special resolution) and to hold any executive office.
    5. Membership in the Association shall not be transferable.
    6. Membership in the Association shall cease upon the death of a member, or if, by notice in writing to the Association, he or she resigns his or her membership, or if he or she ceases to qualify for membership in accordance with these by-laws, for example, by failure to pay the annual membership dues.
    7. Any institution, inside or outside of Canada, which wishes to receive the Association’s Newsletter and which contributes to the support of the Association through payment of the prescribed subscription shall be considered a correspondent of the Association. A correspondent is not a voting member of the Association.
  2. Membership Dues
    1. Annual (calendar year) membership dues shall be determined by the members by resolution.
    2. Members shall be notified in writing (email) of the membership dues at any time payable by them and, if any are not paid within six (6) calendar months of the membership renewal date, the members in default shall automatically cease to be members of the Association.

SECTION 3 – MEETINGS OF MEMBERS

  1. The Annual General Meeting of the Association shall be held at a time and place that the Directors deem most convenient for the Directors and membership during a given fiscal year. The time and place of this meeting shall be announced in the Newsletter and/or by email at least two months prior to its taking place.
  2. At each Annual General Meeting of the Association, the following items of business shall be dealt with and deemed to be ordinary business:
  3. Reading of the minutes of the preceding Annual General Meeting;
  4. President’s report;
  5. Secretary/Treasurer report – including balance sheet for the time period since the last AGM, report of reviewer thereon, and membership report;
  6. Website Editor’s report;
  7. F.P.S. Councillor’s report;
  8. Review of dues structure and revision of same if deemed appropriate;
  9. Report of nominating committee and submission of other nominations if required;
  10. Appointment of new nominating committee if required;
  11. Any resolutions or special resolutions to be considered.
  12. The only persons entitled to vote at a meeting of the members shall be those members in good standing, including any persons who take out a membership at the meeting.
  13. A quorum at the Annual General Meeting consists of five members in good standing, without which no business may be transacted. Attendance via Skype (or any other Internet media) or by phone is acceptable.
  14. The President of the Association shall preside at every meeting of the Association.If there is no President or if, at any meeting, he or she is not present at the time of holding the same, the President-Elect shall preside.If there is no President or President-Elect or if at any meeting neither the President nor the President-Elect is present at the holding of the same, the members present shall choose someone of their number to act as presider.
  15. The President or presider shall have no vote except in the case of a tie, in which case the President or presider shall cast the deciding vote.
  16. At any Annual General or Special Meeting, unless a poll is demanded by at least three members, a declaration by the President or presider that a resolution has been carried and an entry to that effect in the minutes of the proceedings of the Association shall be sufficient evidence of the fact, without proof of the number or proportion of the members recorded in favour of or against such resolution.If a poll is demanded by at least three members present, the poll shall be taken in such manner as the President or presider may prescribe, and the result of such poll shall be deemed to be the resolution of the Association.
  17. A Special Meeting may be called at any time by the President, with the approval of a simple majority of Directors, to deal with time-sensitive and important items of business (i.e. resolutions or special resolutions) that cannot wait for the next Annual General Meeting.
  18. Notice of a Special Meeting shall be announced in the Newsletter and/or by email at least two months prior to its taking place.
  19. The meeting announcement shall contain an explanation and all background material of the resolution or special resolution to be considered.
  20. A motion, with the mover and seconder indicated, shall be included in the meeting announcement.
  21. Such a meeting may be held online, in which case the voting shall be conducted by an email ballot (or survey instrument).
  22. If the item of business is a special resolution, the specifications under Section 1.11 must be followed.
  23. Non-receipt of a Newsletter or email by a member shall not invalidate the result of a vote provided that there is reasonable proof that a Newsletter or email was sent to each member at his or her last known address as recorded by the Secretary/Treasurer.

SECTION 4 – AMENDMENTS

  1. Initiation of, termination of, or changes to affiliation with other societies or institutions must be subject to a special resolution.
  2. Amendments to the by-laws must be subject to a special resolution.
  3. In the case of a meeting at which an amendment is being considered and at which proxy ballots will be accepted, proxy ballots must be received by the President no less than three days before the meeting. Proxy ballots relating to said amendment must be published in the Newsletter and/or by email no less than two months before the meeting, and be in the following form and wording:

PROXY

I, _________________________, a member in good standing of the Canadian Association of Palynologists, do hereby appoint the President or Acting President of the Canadian Association of Palynologists as my proxy, to vote for me and on my behalf at the meeting to be held on __________________________ at _____________________ __________ or any adjournment thereof.

Dated at _______________ this _____ day of _______________ 20____.

Member __________________________ (Signature of Member)

Witness__________________________ (Signature of Witness)

SECTION 5 – DIRECTORS

  1. The Directors of the Association shall be a President, a President-Elect, a Secretary/Treasurer, a Newsletter Editor, a Website Editor and an I.F.P.S. Councillor.
  2. The management of the activities of the Association shall be vested in the Directors who, in addition to the powers and authorities by these by-laws or otherwise expressly conferred upon them, may exercise all such powers and do all such acts and things as may be exercised or done by the Association and are not hereby or by Statute expressly directed or required to be exercised or done by the Association by Annual General Meeting or Special Meeting.
  3. The President shall have general supervision of the activities of the Association and shall perform such duties as may be assigned to him or her by the Board of Directors from time to time.
  4. The President-Elect shall be available for consultation and work with the President, and shall become familiar with the duties of the President.
  5. The Secretary/Treasurer shall prepare and archive the minutes of all the meetings of the Association and of the Board of Directors, maintain all financial records, report on all financial matters, and maintain the Register of members. The Directors may appoint a person to act as Secretary/Treasurer if the latter is not present at a meeting of the Association, for the duration of the said meeting.
  6. The Newsletter Editor shall produce and distribute at least two Newsletters per year, as specified in Section 8.
  7. The Website Editor shall maintain in a timely manner the website of the Association, as specified in Section 9.
  8. The I.F.P.S. Councillor shall represent and serve the Association on the I.F.P.S. Council, and provide information from the I.F.P.S. to the Association and its members in a timely manner.

SECTION 6 – ELECTION OF DIRECTORS (EXECUTIVE)

  1. Any member of the Association shall be eligible to be elected a Director of the Association.
  2. The nominating committee shall, at the Annual General Meeting, present a suite of candidates who have consented to fill executive positions for the following two fiscal years. Other nominations shall be accepted at the Annual General Meeting but no later.
  3. The I.F.P.S. Councillor is elected by CAP for a term spanning the time between one International Palynological Congress and the next, this term exactly coinciding with the term of office of the I.F.P.S. Council.
  4. All Directors are each elected for a term of two fiscal years, except in the situation of a resignation or removal from office (as specified in By-law Section 6.14).
  5. The President-Elect automatically becomes the President at the end of the term of the serving President unless he or she becomes ineligible to do so in accordance with these by-laws.
  6. If unopposed, the candidates put forward by the nominating committee shall be accepted by acclamation.
  7. If balloting is necessary for any of the executive positions, ballots will be included in the ensuing issue of the Newsletter and/or by email. The ballots will be counted on the 30th day after the Newsletter was mailed to members or on the date due for ballots as specified in the email.
  8. In the case of a ballot each member in good standing has one vote, except the President or presider, who has no vote except to cast the deciding vote in the case of a tie.
  9. The candidate elected to a particular executive position is the candidate with the most votes.
  10. At the end of each stipulated term of office (as per By-law Section 6.4) all Directors must retire unless re-elected. All Directors are eligible for re-election.
  11. In the event that the Secretary/Treasurer, Newsletter Editor, Website Editor or I.F.P.S. Councillor resigns his or her office or ceases to be a member in the Association, his or her office as Director shall ipso facto be vacated. The vacancy thus created may be filled for the unexpired portion of the term by the Board of Directors from among the members of the Association.
  12. In the event that the President resigns his or her office or ceases to be a member in the Association, his or her office as Director shall ipso facto be vacated. The vacancy thus created is to be filled for the unexpired portion of the term plus one fiscal year by the promotion of the President-Elect to office of President.
  13. In the event that the President-Elect is promoted to the office of President, or in the event that the President-Elect resigns his or her office or ceases to be a member in the Association, his or her office of President-Elect shall ipso facto be vacated. This situation shall remain until the next Annual General Meeting of the Association, when a competition for the position of President-Elect will take place, as prescribed in these by-laws.
  14. The Association may, by special resolution, remove any Director before the expiration of the period of office and appoint another person in his or her stead. The person so appointed shall hold office during such time only as the Director in whose place he or she is appointed would have held office if he or she had not been removed.

SECTION 7 – FINANCIAL MATTERS

  1. The fiscal year of the Association shall be the period from 1 January in any year to 31 December in the same year.
  2. Financial statements to be presented to an Annual General Meeting shall be reviewed before the meeting by a member of the Canadian Association of Palynologists or some other equivalent organization. In advance of the Annual General Meeting, the Secretary/Treasurer shall make available to such person the complete financial records (bank statements, spreadsheet of financial transactions, and notes authorizing any special financial transactions) of the Association. The reviewer shall review all of the financial records and complete a signed letter, sent to the President with a copy to the Secretary/Treasurer, indicating whether or not the financial records “represent a full and fair account of the financial affairs of the Canadian Association of Palynologists for the time period covered by the financial report to the Annual General Meeting.
  3. The Association shall make a written report to the members as to the financial position of the Association and the report shall contain a balance sheet and operating account. This report shall be read and presented at the Annual General Meeting for approval, and shall appear in the newsletter and on the Association’s website immediately following the Annual General Meeting.
  4. The books and records of the Association may be inspected by any member at any reasonable time within two days prior to the Annual General Meeting.
  5. The Secretary/Treasurer shall submit financial records to Corporations Canada at any point as requested.
  6. The borrowing powers of the Association may be exercised by special resolution of the members.
  7. Contracts, deeds, bills of exchange and other instruments and documents may be executed on behalf of the Association by the President or the President-Elect and the Secretary/Treasurer, or otherwise as prescribed by resolution of the Board of Directors.
  8. If a majority of 75% of the total membership votes to dissolve the Association, the assets of the Association will go to the International Federation of Palynological Societies (IFPS) (http://www.geo.arizona.edu/palynology/ifps.html ).

SECTION 8 – NEWSLETTER

  1. The Association shall issue to members and correspondents at least two ‘Newsletters’ per year, and any others as considered appropriate by the Directors.
  2. The Newsletter shall carry the minutes and all reports of the Annual General Meeting.

SECTION 9 – WEBSITE

  1. The Association shall maintain a Website. The Website Editor will update the Website as needed in a timely manner such that all information posted on the Website is accurate.
  2. The Website shall carry the minutes and all reports of the annual meeting.

SECTION 10 – REPORTING TO CORPORATIONS CANADA

The Association shall file annually the following documents, on the dates indicated, with
Corporations Canada:

  1. Annual Return, due between June 19 and August 18 annually (i.e. within 60 days following the date the Association was incorporated under the Not-For-Profit Act, June 19, 2015, as indicated on the Association’s Certificate of Incorporation).
  2. A list of its Directors with their addresses, occupations and dates of appointment or election and, within fourteen days of changes of Directors.
  3. Change of Registered Office Address, immediately to effect the change.
  4. Election or appointment of a new Director, resignation or removal of a Director, and any change in the address of a current Director within 15 days of the change or, in the case of a change to a Director’s address, within 15 days of being notified of the change.
  5. Changes to the Articles of Incorporation, as soon as the amendment has been adopted by members.
  6. Changes to the by-laws, within 12 months of confirmation of by-laws or amendments by members.

SECTION 11 – EFFECTIVE DATE

These by-laws are effective as of the 4th day of October, 2016, as confirmed by a quorum of the members of the Association voting at the 2016 CAP/ACP AGM.