A by-law relating generally to the conduct
of the affairs of
Commonwealth Association for Public Administration and Management
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 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;
“Corporation” means the Commonwealth Association of Public Administration and Management (CAPAM);
"Meeting of Members" includes a general 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;
"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.
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.
2.1 Classes and Conditions of Membership
Membership in the Corporation shall be limited to persons interested in furthering the purposes of CAPAM. Subject to the Articles, there shall be two (2) classes of Membership as set out below:
(a) Individual Membership is available only to the following:
i) public servants of any level of government;
ii) former public of any level of government; and
iii) consultants, researchers or other interested party who has a professional interest in the public service at all levels of government.
Each Individual Member is entitled to receive notice of, attend and vote at all Meetings of Members and each Individual Member shall be entitled to one (1) vote at such meetings.
(b) Institutional Membership is available only to the following:
i) a ministry, department or agency within any level of government;
ii) a private sector organisation or corporation;
Each Institutional Member is entitled to receive notice of, attend and vote at all Meetings of Members and each Institutional Member shall be entitled to five (5) votes at such meetings.
The Board may establish rules and procedures for Membership applications by persons or entities interested in furthering the objects of the Corporation. Every application for Membership shall be submitted in the form prescribed by the Board. The Board or its designate shall, in its absolute discretion, admit to Membership such of those institutions and individuals as are able, in its opinion to further the objectives of CAPAM.
2.3 Member Designates
Each Institutional Member shall designate one individual (“Member Designate”) to represent the Institutional Member’s interests with the Corporation including, where applicable, receiving notice of meetings on behalf of the Institutional Member, representing the Institutional Member at meetings, and voting on behalf of the Institutional Member.
The names of each Member Designate must be filed with the Corporation in the manner determined by the Board.
In the event that a Member Designate is unable to attend a Meeting of Members to which he would normally be eligible to attend, another individual may be delegated by the Institutional Member to attend the meeting as an “Alternate Designate.” The name of the Alternate Designate shall be filed with the Corporation in the manner and with as much notice as required by the Board. Alternate Designates are not proxies but shall act in the capacity of a Member Designate for the limited purpose of attending the meeting for which they have been delegated and their representation shall expire immediately upon the adjournment of that meeting.
Members shall pay dues, in the amount and within the time as determined by the Board from time to time. The Board may levy other fees for determined purposes. If any dues or fees levied by the Board are not paid within the time limit set by the Board, the Member in default shall automatically cease to be a Member of the Corporation. Voluntary or involuntary withdrawal does not entitle a Member to a refund of paid dues, except at the discretion of the Board.
2.5 Membership termination
A Membership in the Corporation is terminated when;
(a) the Member dies or, in the case of a Member that is a corporation, the corporation is dissolved;
(b) the Member fails to maintain any qualifications for Membership described in section 2.1 of these By-Laws;
(c) the Member resigns by delivering a written resignation to the President of the Board or his designate. The resignation shall be effective on the date specified in the resignation but such resignation shall not exempt of any obligation or liability to the Corporation incurred or arising prior to resignation until such liability or obligation is discharged.
(d) the Member’s term of Membership expires; or
(e) 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.
2.6 Membership transferability
The interest of a Member in the Corporation is not transferable except with the approval of the Board. Members may only transfer from one Membership class to another if they meet the eligibility criteria of the other class as stipulated in these By-Laws.
3.0 Meetings of Members
3.1 General Meeting
(a) Place: The Members of CAPAM shall hold general meetings in accordance with the Act at such date, time and place within the Commonwealth of Nations as the Board may determine.
(b) Notice: The Corporation shall give Members entitled to vote at a meeting of Members between 21 and 35 days’ notice of the time and place of the meeting. Said notice may be by means of mail, courier, personal delivery, telephone, email or other communication facility. Members may request that notice be sent by the regular mail. The notice of any General Members Meeting must state the nature of any ‘special’ business in sufficient detail to allow Members to form reasoned judgment on the business; and state the text of any special resolution to be submitted to the meeting.
(c) Participation: To participate in a General Members Meeting, Members must be present in person.
3.2 Special Meeting
(a) Convening a Special Meeting: The Board shall convene Special Meetings of Members if
i) the Board adopts a motion to that effect, OR
ii) if a petition in writing signed by not less than 5% of Members entitled to vote on the particular issue and stating the purpose of the meeting is issued.
(b) Notice: A Special Meeting shall be called within 21 days of receiving the petition. If the Board does not call a meeting within the prescribed time, any Member who signed the requisition may call the meeting.The notice of any Special Members Meeting must state the nature of any business in sufficient detail to allow Members to form reasoned judgment on the business; and state the text of any special resolution to be submitted to the meeting.
(c) Participation: To participate in a Special Members Meeting, Members must be present in person.
3.3 Waiving of Notice
A Member and any other person entitled to attend a Meeting of Members may in any manner and at any time waive notice of a Meeting of Members, and attendance of any such person at a Meeting of Members is a waiver of notice of the meeting, except where such a person attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.
3.4 Quorum of Members Meetings
A quorum for the transaction of business at any Meeting of Members shall be the minimum number of Directors as provided for in the articles.
3.5 Voting at of Meetings of Members
Resolutions at a Meeting of Members may be passed by simple majority of the votes cast, unless the issue must be decided by special resolution. In the event of a tie, the motion is lost. At any Meeting of Members, questions will be decided by a show of hands unless a ballot is demanded. No Member is entitled to vote by proxy on any matter.
3.6 Chair of General or Special Meeting of Members
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 of Members shall choose one of their number to chair the meeting.
4. Board of Directors
In order to be elected as a Director, a person must be 18 years of age or older with power under the law to contract. All Directors, save and except a maximum of three (3) “at large” Directors, must be:
(a) a resident of a country among the Commonwealth of Nations;
(b) a Member Designate of an Institutional Member which is a ministry, department or agency within any level of government;
(c) Have the financial support of his/her respective government or institution to sit on the Board and to attend Board meetings such support being evidenced in a manner prescribed by the Board.
Subject to the minimum and maximum number of Directors as provided for in the Articles, the Directors may, from time to time, fix the number of Directors of the Corporations and the number of Directors to be elected at General Meetings of the Members. No decrease in the number of Directors shall shorten the term of an incumbent Director.
Directors are elected for 2-year terms and take office immediately following the General Members Meeting at which they are elected. Directors may serve for a maximum of three (3) terms.
4.4 Removal or Resignation
The office of Director shall be automatically vacated where:
(a) A Director resigns in writing to the President. Such resignation shall take effect at the time specified therein, or if no time is specified, at the time the resignation is sent to the President.
(b) The Members of the Corporation, present and voting at a Special Meeting of Members duly convened for that purpose of removing a Director, remove said Director by ordinary resolution;
(c) The Director no longer meets the eligibility requirements to be a Director;
(d) A Director dies.
So long as a quorum of Directors remains in office, vacancies on the Board may be filled by appointment by the Directors from among the qualified Members of the Corporation if they see fit to do so. Members so appointed remain in office until the expiry of the term they have been appointed to fill. Otherwise, the Directors then in office shall forthwith call a special Meeting of Members to fill the vacancy and, if they fail to call a meeting or if there are no Directors then in office, the meeting may be called by any Member.
4.6 Board of Directors Meetings
(a) Notice of Board Meetings: Notice of the time and place of a Board of Directors Meeting shall be given to each Board Member by telephonic, electronic or other communication facility, not less than 45 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. 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 if the time and place of the adjourned meeting is announced at the original meeting.
(b) Place of Board Meetings: The Board shall designate the place where a Board Meeting shall take place.
(c) Quorum at Board of Director Meetings: At least 50% of the number of Directors fixed by the Board as per Article 4.2 of these By-Laws shall be present at Board meeting for the valid transaction of business. If the number of Directors at a meeting falls below quorum, there can be no further transaction of business until a quorum is again present, except to set the date of the next meeting and adjourn.
(d) Voting at Board Meetings: All matters shall be decided by a simple majority of the votes cast by a show of hands except as otherwise required by these bylaws. Proxies are not accepted at Board meetings and no person shall act for an absent Director. In the event of a tie, a motion is lost and may not be reintroduced until the next Board meeting. Each Director shall have one (1) vote.
(e) Transaction of business by the circulation of papers or telephonic means: The Board may elect to transact any business by the circulation of papers and a decision approved in writing by all of its Directors shall have the same effect as if it had been made at a meeting of the Board.
(f) Participation by Electronic Means at Board meetings: Provided that all Directors consent and can participate and communicate equally and with due regard to security, meetings of the Board and its committees may be held in person, by teleconference, or in any other manner, electronic or otherwise, that is appropriate to conducting the affairs of the Board and the Corporation.
(g) Observers: The Chair may invite an observer to report on any matter of interest to the Board. An observer may not vote on any matter.
5. Officers of the Corporation
The Board may appoint, from among their number, the following Officers: the President, Vice-President and the Treasurer. The Board may appoint other Officers if, in its opinion, it is in the best interest of the Corporation to do so. All Officers must be Directors.
(a) Terms of Officers: Officers are elected for a 2-year term. Officers may be re-elected to the same or a different office for one additional term.
(b) Removal of Officers: The Board by resolution may remove an Officer before the expiration of the term. Said Officer continues in his/her capacity as a Director unless removed in accordance with these By-Laws.
(c) Vacancies of Officers: The Board may fill vacancies of Officers from among its number to serve for the remainder of the term.
6. Financial and Contractual Matters
6.1 Financial Year
The financial year shall be determined by the Board.
6.2 Financial Disclosure
The Corporation shall provide copies of the financial statements to the Members at the General Meeting. The Corporation may send copies to Members by mail or electronic means or publish a notice to its Members stating that the annual financial statements are available at the registered office of the Corporation and or are posted on the website. Any Member may, on request, obtain a copy free of charge at the registered office or by prepaid mail.
6.3 Banking Arrangements, Deposit of Securities for Safekeeping
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.
The securities of the Corporation shall be deposited for safekeeping with one or more Canadian Chartered Banks, Trust Companies, or other financial institutions as determined by the Board. Securities so deposited may be withdrawn upon the written order to the Corporation signed by authorized persons and in a manner determined by the Board.
Directors, Officers and volunteers may not receive remuneration for acting in that capacity on behalf of the Corporation. Directors, Officers and volunteers may be repaid for out of pocket expenses incurred in the discharge of their duties as determined by the Board. Directors may not serve the Corporation in any other capacity and receive compensation.
6.5 Execution of Other 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.
7. By-laws and their amendment
7.1 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.
7.2 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.
7.3 By-law Amendments
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 because such by-law amendments or repeals are only effective when confirmed by Members.
7.4 Amendments to bylaws which affect Membership rights
A special resolution of the Members is required to make any amendments to those bylaws which affect Membership rights and/or conditions described in Section 2 (Membership).
8. Effective Date
Subject to matters requiring a special resolution, this by-law shall be effective when made by the Board.
CERTIFIED to be By-Law No. 1 of the Corporation, as enacted by the Directors of the Corporation by resolution on the 18 day of October, 2014 and confirmed by the Members of the Corporation by special resolution on the 18 day of October, 2014.
With Amendment to Bylaw 1(2015) Article 3, (Meetings of Members), Sub-article 3.4 (Quorum of Members Meeting) as enacted by the Directors of the Corporation by resolution on the 17th day of August, 2017 and confirmed by the Members of the Corporation by special resolution on the 17th day of August, 2017.