A by-law relating generally to the conduct of the affairs of
CANADIAN COUNCIL OF UNIVERSITY SCHOOLS OF ARCHITECTURE
BE IT ENACTED as a by-law of the Corporation as follows:
In this by-law and all other by-laws of the Corporation, unless the context otherwise reqmres:
“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 ofthe Corporation;
“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;
“Director” means a member of the Board;
“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;
“Member” means those institutions which have been accepted into membership in the
Corporation pursuant to Article 8;
“ordinary resolution” means a resolution passed by a majority of not less than 50% plus 1 of the votes case 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;
“Representative” means an individual identified by a Member as a person entitled to attend and participate in meetings of the Members and to exercise all rights of the Member in respect of each;
“special resolution” means a resolution passed by a majority of not less than two-thirds
(2/3) of the votes cast on that resolution.
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.
- Corporate Seal
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 of the Corporation shall be the custodian of the corporate seal.
- Execution of Documents
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 or Directors. 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.
- Financial Year
The financial year end of the Corporation shall be determined by the Board of Directors.
- 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 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.
- Annual Financial Statements
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.
Subject to the articles, there shall be one class of Members in the Corporation. Membership in the Corporation shall be available to institutions carrying on a CACB Accredited Professional Program of Architecture which have applied for and been accepted into membership in the Corporation by resolution of the Board or in such other manner as may be determined by the Board. Each Member shall be entitled to receive notice of, attend and vote at all meetings of the Members of the Corporation.
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), (I) or (m).
- Notice of Members Meeting
Notice of the time and place of a meeting of Members shall be given to each Member by the following means:
(a) by mail, courier or personal delivery to each Member entitled to vote at the meeting, during a period of 21 to 60 days before the day on which the meeting is to be held; or
(b) by telephonic, electronic or other communication facility to each Member entitled to vote at the meeting, during a period of21 to 35 days before the day on which the meeting is to be held.
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.
- Members Calling a Members’ Meeting
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. Ifthe 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.
- Membership Dues
Members shall be notified in writing of the membership dues at any time payable by them and, if any are not paid within one (1) calendar month ofthe membership renewal date a Member, in default, shall automatically cease to be a Member of the Corporation (a “Defaulting Member”). Such a Defaulting Member may seek reinstatement by bringing into good standing any unpaid membership dues and upon approval by resolution of the Board.
- Termination of Membership
A membership in the Corporation is terminated when:
(a) the Member is dissolved or is no longer a CACB Accredited Professional
(b) the Member fails to pay membership dues as provided for herein;
(c) the Member resigns by delivering a written resignation to the chair of the Board of the Corporation in which case such resignation shall be effective on the date specified in the resignation;
(d) the Member is expelled in accordance with any discipline of Members section or is otherwise terminated in accordance with the articles or by-laws;
(e) the Corporation is liquidated or dissolved under the Act.
- Effect of Termination of Membership
Subject to the articles, upon any termination of membership, the rights ofthe Member, including any rights in the property of the Corporation, automatically cease to exist.
- Proposals Nominating Directors at Annual Members’ Meetings
Subject to the Regulations under the Act, any proposal may include nominations for the election of Directors if the proposal is signed by not less than 5% of Members entitled to vote at the meeting at which the proposal is to be presented.
- Cost of Publishing Proposals for Annual Members’ Meetings
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.
- Place of Members’ 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.
- Persons Entitled to be Present at Members’ Meetings
The only persons entitled to be present at a meeting of Members shall be the Representatives, the Directors, and the public accountant of the Corporation, and such other persons who are entitled or required under any provision of the Act, articles or by laws of the Corporation to be present at the meeting. Any other person may be admitted only on the invitation of the chair of the meeting or by resolution of the Members.
- Chair of Members’ Meetings
Meetings of Members shall be chaired by the Chair of the Board. In the event that the Chair of the Board is absent, the Chair will designate such other officer to carry out the duties of the Chair in his or her absence. Should the Chair fail to have done so, the Members who are present and entitled to vote at the meeting shall choose one of their number to chair the meeting.
- Quorum at Members’ Meetings
A quorum at any meeting of the Members (unless a greater number of Members are required to be present by the Act) shall be two thirds (2/3) of the Members each of which shall be represented by a Representative. If a quorum is present at the opening of a meeting of Members, such Representatives present may proceed with the business of the meeting even if a quorum is not present throughout the meeting.
- Votes to Govern at Members’ Meetings
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. Each Representative shall be entitled to one (1) vote. 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. Any vote in respect of the establishment of fees; the adoption or amendment to rules or regulations of the Association or the revocation of appointees to collateral organizations in existence from time to time shall require a special resolution.
- Participation by Electronic Means at Members’ Meetings
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.
- Members’ Meeting Held Entirely by Electronic Means
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.
- Number of Directors
The Board shall consist of the number of Directors specified in the articles. If the articles provide for a minimum and maximum number of Directors, the Board shall be comprised of the fixed number of Directors as determined from time to time by the Members by ordinary resolution or, if the ordinary resolution empowers the Directors to determine the number, by resolution of the Board.
A quorum at any meeting of the Directors (unless a greater number of Directors is required to be present by the Act), shall be two-thirds (2/3) of those Directors then holding office.
- Term of Office of Directors
The Directors shall be elected by the Members to hold office for a term expiring not later than the close of the third (3rd) annual meeting of Members following the election.
- Calling of Meetings of Board of Directors
Meetings of the Board may be called by the chair of the Board, or any two (2) Directors
at any time; provided that for the first organization meeting following incorporation, such meeting may be called by any Director or incorporator.
- Vacancy on the Board
In the event of a vacancy due to resignation or inability to serve, so long as there is a quorum in place at the time, the Board may name a replacement Director to complete the unexpired portion of the term of the Director in question.
- Director Eligibility
A director must be the head of a CACB-accredited program operated by a Member.
- Termination of Director
A Director shall no longer be eligible to hold office in the following circumstances: (a) if a Director dies;
(b) if a Director resigns, by delivering a written resignation to the Chairperson of the
(c) if a Director is found to be of unsound mind;
(d) if a Director fails to satisfy the qualification stipulated in Article 28 above.
- Notice of Meeting of Board of Directors
Notice of the time and place for the holding of a meeting of the Board shall be given in the manner provided in the section on giving notice of meeting of Directors of this by-
law to every Director of the Corporation not less than seven (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. Notice of an adjourned meeting is not required ifthe time and place ofthe adjourned meeting is announced at the original meeting. Unless the by-law otherwise provides, 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
- Votes to Govern at Meetings of the Board of Directors
(a) 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. Each Director shall have one (1) vote.
(b) 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 Directors, 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 the Directors 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.
- Committees of the Board of Directors
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. Any committee member may be removed by resolution of the Board of Directors.
- Nominating Committee
A Nominating Committee shall be established and shall consist of the Chairperson and Secretary. The Chairperson of the Nominating Committee shall be the Chairperson of the Board. The Nominating Committee shall consult with representatives of each Member for the purpose of developing a slate of candidates for consideration for election
to the Board by the Members at an annual meeting of Members. The Chairperson of the Nominating Committee shall submit a slate of proposed Directors seeking election at an annual meeting of Members called for that purpose, which slate shall be included in the Notice of the annual meeting of Members to be sent to the Members pursuant to Article 8 hereof. In developing a slate of Directors for consideration by the Members at the
annual meeting of Members, the Nominating Committee shall develop a slate of
Directors which shall include at least one nominee and/or representative from each
Should the Nominating Committee not be successful in identifying a potential candidate from any such Member then that particular position shall be left vacant and so long as there is an overall quorum for Directors shall be left vacant until the next annual meeting of the Members at which time an election for Directors is scheduled to take place.
- Appointment of Officers
The Board may designate the offices of the Corporation. The officers shall be elected by the Board on an annual basis. The Board shall specify their duties and, subject to the Act, delegate to such officers the power to manage the affairs 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.
- 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:
(a) Chair ofthe Board- The chair of the Board shall be a Director. 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. The chair will designate another officer to carry out the duties of the
chair in his or her absence.
(b) Secretary – The secretary shall attend and be the secretary of all meetings of the Board, Members and committees of 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. The secretary shall be a Director.
(c) Treasurer- The treasurer shall have such powers and duties as the Board may specify. Without limitation the Treasurer shall keep financial records, including books of account, and render financial statements to the Corporation and others when required. The Treasurer shall collect and transfer annual assessments to the CACB and make other payments as directed by the Board. The Treasurer shall be a Director.
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.
- Term of Office
Officers shall serve a three (3) year term. Officers may hold office for more than one term.
- 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:
(a) the officer’s successor being appointed, (b) the officer’s resignation,
(c) such officer ceasing to be a Director (if a necessary qualification of appointment)
(d) 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.
- Method of Giving Any Notice
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) 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);
(b) ifmailed to such person at such person’s recorded address by prepaid ordinary or air mail;
(c) if sent to such person by telephonic, electronic or other communication facility at such person’s recorded address for that purpose; or
(d) if provided in the form of an electronic document in accordance with Part 17 of the Act.
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 ofthe 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.
- 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 ofthe remaining provisions of this by-law.
- Omissions and Errors
The accidental omission to give any notice to any Member, Director, officer, member of a committee ofthe 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.
(a) The Association shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the Association, by reason of the fact that he/she is or was a Director, Officer, member of a committee, employee or agent of the Association, or is or was serving at the request of the Association as a director, officer, employee, or agent of another corporation, partnership, joint venture trust or other enterprise, against expenses, including legal fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit, or proceeding if he/she acted in good faith and in a manner he/she reasonably believed to be in or not opposed to the best
interests of the Association, and, with respect to any criminal action or proceeding
had no reasonable cause to believe his/her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order or settlement, shall not, of itself, create a presumption that a person did not act in good faith and in a manner which he/she reasonably believed to be in or not opposed to the best interests of the Association, and, with respect to any criminal action or proceeding had no reasonable cause to believe that his/her conduct was unlawful.
(b) The Association shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Association to procure a judgment in its favour by reason of the fact that he/she is or was a Director, Officer, member of a committee, employee
or agent of the Association, or is or was serving at the request of the Association
as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The Association shall indemnify against expenses including legal fees, actually and reasonably incurred by him in connection with the defence or settlement of the action or suit ifhe/she acted in good faith and in a manner he/she reasonably believed to be in or not opposed to the best interests of the Association, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjusted to be liable for negligence or misconduct in the performance of his duty to the Association unless and only to the extent that the court in which the action or suit was brought determines upon application that, despite the adjudication of liability and in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.
(c) To the extent that a Director, Officer, member of a committee, employee or agent of the Association has been successful on the merits or otherwise in defence of any action, suit or proceeding referred to in Articles (a) and (b) of the present article, or in defence of any claim, issue or matter therein, he/she shall be
indemnified against expenses, including legal fees, actually and reasonably incurred by him in connection with the action, suit or proceeding.
(d) Any indemnification under Article (c) of the present article, unless ordered by a court, shall be made by the Association only as authorized in the specific case upon a determination that indemnification of the Director, Officer, member of a committee, employee or agent is proper in the circumstances because he/she has met the applicable standard of conduct set forth in this article. The determination
shall be made by the Board by a majority vote of a quorum consisting of Directors
who were not parties to the action, suit or proceeding, and if such a quorum is not obtainable, or even if obtainable a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion, or by the members.
- By-laws and Effective Date
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) ofthe Act because such by-law amendments or repeals are only effective when confirmed by Members.