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THE
CONSTITUTION OF THE ROYAL CANADIAN MOUNTED POLICE VETERANS’ ASSOCIATION
Revised and Approved
at the Annual General Meeting
of the Association at Calgary, Alberta
June 16, 2001
Table of Contents
THE CONSTITUTION
Part A The Charter: Letters Patent and
Supplementary Letters Patent
(History and Excerpts)
Part B The General By-Laws of the Association
- 101 Interpretation
- 102 Head Office
- 103 Seals
- 104 Colours and Ensigns Armorial (Badge)
- 105 The Mace
- 106 -107 Reserved
- 108 Organizational Establishment
- 1 General
- 2 Term of Office
- 3 Election of Executive Committee
- 4 Divisions
- 109-110 Reserved
- 111 Meetings
- 1 General Procedures
- 2 General Meetings
- 3 Special General Meetings
- 4 Board of Directors Meetings
- 5 Executive Meetings
- 112-113 Reserved
- 114 Membership
- 1 Classes of membership
- 2 Active members
- 3 Life Members
- 4 Categories of Other Members
- 5 Expulsion - Termination
- 6 Changes - Qualification for/Classes of Membership
- 7 Per Capita Assessment
- 115-116 Reserved
- 117 Correspondence
- 118 RCMP VA BT Fund and Reserve Funds
- 1 General
- 2 Management of the Benefit Trust Fund
- 3 Management of the Reserve Fund
- 119 Borrowing Money
- 120-125 Reserved
- 126 Enactment, Amendment, Repeals and Confirmation
of By-Laws and Administrative Guidelines
- 127 Formation, Suspension, Expulsion or Dissolution of a Division
- 1 Formation of a Division
- 2 Dissolution of a Division
- 3 Suspension of a Division
- 4 Expulsion of a Division
- 128 Fiscal Year
- 129 Non-Liability of Officers and Members of Committees-
Indemnities to Directors and Others
- 130 Appeals
- 1 Against actions, decisions and processes at a
Division
- 2 Removal of Executive from Office
- 3 Expulsion from Association or Termination of
Membership
- 131-135 Reserved
- 136 Coming into force and general repeal
- 137 English and French Versions Equally Authoritative
- 138-140 Reserved
- 141 Date Ministerial Approval given
PART “A”
THE CHARTER
Letters Patent and Supplementary Letters Patent
(Charter’s history and excerpts from such Letters)
1. Incorporation: Name and Amendments:
The Royal North West Mounted Police Veterans' Association was
incorporated by Letters Patent issued under the Companies Act on January
14, 1924.
By Supplementary Letters Patent dated December 1, 1954, the name ROYAL
NORTH WEST MOUNTED POLICE VETERANS’ ASSOCIATION was changed to ROYAL
CANADIAN MOUNTED POLICE VETERANS’ ASSOCIATION.
By Supplementary Letters Patent dated October 11, 1967, the objects
of the Association were amended and a dissolution clause was added.
By Supplementary Letters Patent issued October 21, 1977, the name of
the Association was changed to ROYAL CANADIAN MOUNTED POLICE VETERANS’
ASSOCIATION - L’ASSOCIATION DES ANCIENS DE LA GENDARMERIE ROYALE
DU CANADA.
By Supplementary Letters Patent issued November 29, 1988, the provisions
of the Letters Patent incorporating the Association were amended and varied
by substituting statements respecting the head office and objects of the
Association and by adding a French version to the Letters Patent and Supplementary
Letters Patent of the Association, as amended thereby.
2. Rights and Powers:
All the rights and powers given by the aforementioned Companies Act and
by the application of Part II (Corporations without share capital), Canada
Corporations Act, R.S.C. 1970, c. C - 32 shall apply.
3. Purposes and Objects:
"(a) to promote and assist in the promotion and advancement
of the best interests of Canada, especially respect for its Constitution;
(b) to be of service to the Government of Canada when required and requested;
(c) to co-operate with and to render assistance to the Police, especially
the Royal Canadian Mounted Police, in all matters of common interest or
concern;
(d) to promote the physical, social and economic welfare of the Corporation’s
members or the members of their immediate families;
(e) to acquire by purchase, lease, gift, bequest, devise, endowment or
otherwise personal property of every nature and kind and any interest
or property rights therein and to dispose of the same;
(f) to acquire by purchase, lease, gift, bequest, devise, endowment or
otherwise real property, and any interest therein, and, subject to the
provisions of section 65 of the Canada Corporations Act, to mortgage,
sell, lease or otherwise dispose of the same;
(g) to establish under such names and titles as may be deemed desirable,
such benevolent fund or funds as shall be deemed requisite for the purpose
of aiding such former members of the North West Mounted Police, the Royal
North West Mounted Police and the Royal Canadian Mounted Police, or the
members of their immediate families, or their dependents who are in need
of assistance and to appoint trustees to supervise the administration
and management of any such funds;
(h) to provide support to worthy community services or organizations of
a charitable or benevolent nature.”
4. Dissolution Clause:
“...upon the dissolution of the Corporation and after payment of
all debts and liabilities all monies, securities for money and all other
property and assets comprised in or forming part of any benevolent fund
or funds and being the property of the Corporation and under its administration
or control shall be distributed among and or transferred to such Canadian
charitable organization or organizations as defined by subsection (3b)
of Section 27 of the Income Tax Act, R.S.C. (1952) Chapter 148 and amendments
thereto, as the National Headquarters Executive shall, by resolution,
direct.”
PART “B”
THE GENERAL BY-LAWS OF THE ASSOCIATION
Interpretation
101 .1 In these general by-laws;
(1) “Act” means the Canada Corporations Act, R.S.C. 1970,
c. C - 32 and amendments thereto;
(2) “Association” or “Corporation” means the ROYAL
CANADIAN MOUNTED POLICE VETERANS’ ASSOCIATION - L’ASSOCIATION
DES ANCIENS DE LA GENDARMERIE ROYALE DU CANADA;
(3) “Board” means the Board of Directors established by By-Law
108.1(5);
(4) “Constitution” includes the Corporation’s Charter,
letters Patent, Supplementary Letters Patent, General By-Laws, and Regulations;
(5) “Executive” means the National Executive Committee established
by By-Law 108.1(10);
(6) “Force” means the Royal Canadian Mounted Police and includes
the Royal North West Mounted Police and the North West Mounted Police;
(7) “in good standing”, when applied to a Division, means
that the per capita dues for the current calendar year have been paid
on or before the thirty-first day of March of such year;
(8) “in good standing”, when applied to a member of the Association,
means that the member’s dues, payable to a division in good standing
have been paid for the current year and membership is neither suspended
nor terminated;
(9) “General Meeting” includes both an Annual General Meeting
and a Special General Meeting of the members of the Association;
(10) “member of the Force” means a person who, at the relevant
time, is or was a member of the Force pursuant to the federal legislation
authorizing the constitution or continuation of the Force;
(11) “Reserve” means the Reserve of the Force.
Head Office
102 .1 The Head Office of the Association shall be at the City of Ottawa,
in the Province of Ontario and at such place therein as the Executive
shall from time to time establish.
Seals
103 .1 The seal, an impression whereof is stamped in the margin hereof
shall be the corporate seal of the Association.
.2 The Association may have for use, outside the province in which its
head office is situated, an official seal, which shall be a facsimile
of the corporate seal. Any such official seal shall be used only in accordance
with the Canada Corporations Act and when authorized by the Board or by
the Executive in writing and under its corporate seal.
Colours and Ensigns Armorial (Badge)
104 .1 The colours of the Association shall be SCARLET AND GOLD.
.2 The Ensigns Armorial of the Association, which consist primarily of
the original features of the Badge used by the Royal Canadian Mounted
Police prior to 1952, are those depicted upon the margin of a document
subscribed by Malcolm Rogwald Innes of Edingight, writer to Her Majesty’s
Signet, Lord Lyon King of Arms, in testimony of their matriculation, on
January 20, 1983.
The Mace
105 .1 The Mace of the Association is an ornamental staff of office borne
as a symbol of the authority of the National President to preside over
Board meetings, and General Meetings.
.2 Responsibility for the safe custody and control of the Mace shall at
all times rest with the National President, who may delegate that responsibility,
from time to time, to Division Presidents whose Divisions have been duly
authorized to host a General Meeting.
.3 The Mace shall be ceremoniously paraded, and prominently displayed
at all properly convened Board and General Meetings and for as long as
it remains displayed before the assembly it will serve to establish that
any such meeting of the Association is in session until such time as the
National President declares it adjourned and instructs that the Mace be
retired.
106-107 RESERVED
Organizational Establishment
General
108 .1 (1) The Association shall consist of:
(a) VOTING MEMBERS: Active Members in good standing and Life Members.
(b) NON-VOTING MEMBERS: Active Members not in good standing, Honourary
Members, Honourary Life Members, Associate Members, Honourary Officers,
and Patron.
(2) The governing authority of the Association between its General Meetings
will be the Board.
(3) The Executive will administer and manage, on a day-to-day basis, the
affairs of the Association including its property and business and will
be accountable to the Board.
(4) The members of the Association shall be formed into Divisions. When
approved by the Board, Divisions will be granted a “Charter”
by the Executive and shall be known and identified by their geographical
location.
(5) The Board of Directors shall consist of the Executive and the Division
Presidents, or Division appointees. There shall be one representative
on the Board from each Division. They will be National Officers and will
be designated as follows:
(a) National President
(b) Senior Vice-President of the Association
(c) Immediate Past President of the Association
(d) Vice-Presidents of the Association (Division Presidents, or
Division Appointees)
(e) Secretary of the Association
(f) Assistant Secretary of the Association
(g) Treasurer of the Association
(h) Five Directors of the Association
(6) The duties of the National Officers shall be:
(a) THE NATIONAL PRESIDENT shall preside at all General Meetings and all
meetings of the Executive and the Board and shall be ex-officio a member
of all committees of the Board and Executive. The National President shall
not vote, but shall have the discretion in the case of a tie to cast the
deciding vote;
(b) THE SENIOR VICE-PRESIDENT OF THE ASSOCIATION shall assist the National
President. In the event that the National President is absent or unable
to act or the office is vacant, the Senior Vice-President shall perform
all the duties of the National President;
(c) THE VICE-PRESIDENTS OF THE ASSOCIATION shall within their respective
Divisions represent the National President. They shall head such Committees
as are required from time to time and will be their Divisions’ representative
on the Board of Directors;
(d) THE SECRETARY OF THE ASSOCIATION shall keep all minutes, records and
books required to be kept by the Association, the Board, or the Executive.
This National Officer shall also certify documents issued by the Association,
by affixing thereto the Corporate Seal or by signing on behalf of the
Corporation and, furthermore, shall send out notices of all meetings,
prepare, maintain and preserve a correct roll of the Board and the Executive,
take charge of and maintain custody and control of the Corporate Seal
and any official seal;
(e) THE ASSISTANT SECRETARY OF THE ASSOCIATION shall assist the Secretary.
In the event that the Secretary is absent or unable to act or the office
is vacant, the Assistant Secretary shall perform the duties of the Secretary;
(f) THE TREASURER OF THE ASSOCIATION shall receive all monies and deposit
same in the name of and to the credit of the Association in such depositories
as may be designated by the Executive. The Treasurer shall maintain accurate
accounts and shall pay all bills and accounts as approved by the Executive.
Accounts shall be paid by cheque signed by any two of the following:
The National President
The Senior Vice-President of the Association
The Secretary of the Association
The Treasurer of the Association; or
A Director authorized by the Executive.
(g) THE DIRECTORS OF THE ASSOCIATION shall head such committees as are
required from time to time and shall perform such other duties as may
from time to time be imposed upon them by the Executive or the Board.
(7) The Board may appoint an Advisory Board of not more than ten (10)
members. The members of the Advisory Board shall be Honourary Officers,
but they shall not be entitled to vote, except at meetings of the Advisory
Board.
(8) The Board may exercise such powers of the Association as are not by
an Act of Parliament, or the Letters Patent or Supplementary Letters Patent,
or these By-Laws required to be exercised by the members at a General
Meeting of the Association and without limiting the generality of the
foregoing may:
(a) Formulate the policies of the Association.
(b) Prepare the budget of the Association.
(c) Recommend the remuneration as may be permitted by law of the Auditor,
the Secretary, Assistant Secretary, the Treasurer, and any Officer or
member of the Association.
(d) Supervise generally the work of the Executive and authorize it to
exercise such other powers as the Board may specify from time to time.
(e) Perform such other duties as required by these By-Laws or regulations.
(f) Except for (7) above, appoint such other committees as are, from time
to time, deemed appropriate.
(9) Every past National President shall become a Governor of the Association
for life, after termination of office. They are and remain Honourary Officers
and members of the Board of Governors so long as they are Active Members
in good standing or Life Members.
(a) Governors will act in an advisory capacity to the Board or to the
Executive, when called upon, particularly in matters concerning protocol
and historical significance.
(b) The Board of Governors will study any matter referred to them by the
Board or the Executive.
(c) The immediate past National President will act as the Chairperson
of the Board of Governors.
(d) The Executive or the Board, shall have the power by at least a two-thirds
(2/3) majority vote to suspend or terminate a Governor, for cause or upon
request from the latter and may reinstate such Governor. The suspension,
termination or reinstatement shall have force only until the next Annual
General Meeting, or until a Special General Meeting duly called for the
purpose of reviewing such a decision of the Executive, or of the Board,
which decision may be confirmed or revoked by a majority vote at such
Annual General Meeting or Special General Meeting, or at any subsequent
General Meeting.
(10) The National Executive Committee shall consist of:
(a) The National President
(b) The Senior Vice-President of the Association
(c) The Secretary of the Association
(d) The Assistant Secretary of the Association
(e) The Treasurer of the Association
(f) The Immediate Past National President
(g) Five Directors of the Association
(11) The Executive will be fully accountable to the Board and without
limiting the generality of the foregoing may:
(a) Supervise generally the affairs of the Association;
(b) Appoint an Executive Director;
(c) Engage or appoint such staff, clerical or otherwise as it deems advisable;
(d) Appoint such Committees as it deems advisable, and shall appoint a
Credentials Committee each year, six weeks prior to the Annual General
Meeting;
(e) Provide the National President with reasonable expenses each year
to visit Divisions, and to authorize payment of reasonable expenses for
other members of the Executive when travelling on Association business
as authorized by the budget.
(12) The Executive may act notwithstanding any vacancy in any of their
offices providing there is a quorum.
(13) The voting formula at all Executive Meetings will be one (1) vote
per member of the Executive in attendance.
(14) Notwithstanding the approval of a budget at an Annual General Meeting,
the Board or the Executive have authority to overspend such budget in
the event unforeseen or emergency expenses arise from business or activities
of the Corporation during any given fiscal year, and where it would not
be reasonably practicable to delay payment thereof. In the event the Executive
incurs such unbudgeted expenses during any given fiscal year, a full report
shall be made to the Board without unreasonable delay and the latter shall
report on any unbudgeted expenses at the next General Meeting.
Term of Office
.2 (1) The National President, Senior Vice-President, Secretary, Assistant
Secretary, Treasurer and the five (5) Directors shall be elected at the
Annual General Meeting of the Association for a term of two (2) years.
(2) The Vice-Presidents of the Association will be the Division Presidents,
or the Division Representatives appointed in accordance with Division
By-Laws.
(3) The Executive, by Resolution, may remove any member of the Executive,
and declare the office vacant if such member acts in a manner prejudicial
to the best interests of the Association.
Election of the Executive Committee
.3 (1) The Executive shall, by February 1st of each year, appoint from
among other Active and Life Members of the Association a Chairperson of
the Nominating Committee. The Chairperson shall select an additional two
Active or Life Members of the Association to serve on that Committee.
A Governor of the Association, other than the Chairperson of the Board
of Governors, shall be appointed by the National President to be the fourth
member of the Nominating Committee.
(2) The Secretary of the Association shall advise all Divisions by February
15th of the name and address of the Chairperson of the Nominating Committee
and the forthcoming vacancies on the Executive to be filled through the
regular electoral process.
(3) Any Active or Life Member in good standing shall be eligible for nomination
to the Executive except the Chairperson or any member of the Nominating
Committee.
(4) Neither the Chairperson nor any member of the Nominating Committee
shall be a member of the Board.
(5) A Division may submit the name of a person or persons it intends to
sponsor for election to the Executive directly to the Chairperson of the
Nominating Committee prior to March 15th. The Chairperson will add these
names to the list of candidates the Committee is proposing for election
to the Executive.
(6) The Nominating Committee shall obtain, in writing, from the nominees
that it proposes to present to the next Annual General Meeting their undertaking
to stand for office, and if elected, to hold such office.
(7) The Chairperson of the Nominating Committee shall advise all Divisions
by April 1st of the names of all nominees to be proposed at the Annual
General Meeting, together with a brief biography of each nominee and the
specific office the nominee is proposed to fill if elected. Divisions
will then have fourteen (14) days to propose any additional candidates.
(8) Nominations by any other method than through the Nominating Committee
shall be invalid.
(9) The Nominating Committee’s report shall be placed before the
Annual General Meeting.
(10) When more than one person has been nominated for one position, the
National President shall call an election by secret ballot.
(11) Any vacancy occurring on the Executive may be filled by a resolution
of the Executive but the term or office of such replacement shall expire
at the next Annual General Meeting.
(12) A person nominated for a position on the Executive shall upon election
to that position, immediately resign from any office held on a Division
Executive Committee.
Divisions
.4 (1) The Division Executive consists of the following Division Officers:
(a) The Division President
(b) The Division Vice-President (s)
(c) The Division Secretary
(d) The Division Treasurer
(e) The Immediate Past Division President, and
(f) one (1) or more additional member(s).
(2) Not more than three(3) additional Division Vice-Presidents may be
elected if required by the size of the Division. In such cases the Division
Vice-Presidents shall be designated as the Division First, Second or Third
Vice-Presidents.
(3) The offices of Division Secretary and Division Treasurer may be combined
into the office of Division Secretary-Treasurer if desirable.
(4) The duties of the Division Officers are:
(a) THE DIVISION PRESIDENT presides at all meetings of the Division and
is ex-officio a member of all Division Committees and, except where otherwise
provided for in Division By-Laws, the Division President does not vote
but has the discretion in the case of a tie to cast the deciding vote.
The Division President is ex-officio a Vice-President of the Association
and Division Representative on the Board and at General Meetings of the
Association, unless another person is appointed to that National office
in accordance with Division By-Laws.
(b) THE DIVISION VICE-PRESIDENT (OR THE DIVISION VICE-PRESIDENT HAVING
PRECEDENCE) assists the Division President and in the latter’s absence
performs the duties of the Division President. Where there are Division
Senior, First, Second or Third Vice-Presidents in a Division, they shall
take precedence in that order.
(c) THE SECRETARY keeps full minutes and records and sends out notices
of all meetings, prepares, maintains, and preserves a nominal roll of
the Officers and Members of the Division and hands over to the succeeding
Secretary all records and documents as soon as convenient after ceasing
to hold that office.
(d) THE TREASURER receives all monies paid into the Division and deposits
them in the name and to the credit of the Division in such depositories
as may be designated by Division Executive. The Treasurer maintains accurate
accounts and pays all bills and accounts approved by the Division Executive.
All payments are made by cheque signed by any two of the following:
Division President
Division Vice-President
Division Secretary
Division Treasurer
Division Secretary-Treasurer
A person designated in accordance with Division
By-Laws
(5) A quorum for any Special or General Meeting of a Division is such
as may be established by a By-Law of that Division enacted at a meeting
duly called for that purpose.
(6) (a) Each Division has the power to enact its own By-Laws provided
they are not contrary to the provisions of the Constitution.
(b) The By-Laws of the Association apply to Divisions, with such changes
as may be necessary, until Divisions pass their own By-Laws.
(c) Two (2) copies of any By-Law enacted by a Division are forwarded to
the Executive for perusal and will be returned to the Division along with
recommendations if it is not in accordance with By-Law 108.6(1). Upon
approval the Corporate Seal of the Association is affixed thereto and
one (1) copy is returned to the Division.
(d) The Executive must receive thirty (30) days notice before implementation
of any By-Law.
109-110 RESERVED
Meetings
General Procedures
111 .1 (1) The following will be acceptable rules of order or procedure
for conducting meetings:
(a) WAINBERG’S COMPANY MEETINGS
Including Rules of order (3rd Edition)
CCH Canadian Limited.
(b) ROBERT’S RULES OF ORDER
The Authoritative Guide to Parliamentary Procedure.
(c) BEAUCHESNE’S RULES AND FORMS OF THE HOUSE OF COMMONS OF CANADA
WITH ANNOTATIONS, COMMENTS AND PRECEDENTS
The Carswell Company Limited.
(d) Any other Canadian publication on generally accepted rules of procedure
for Corporations or Association.
(e) Such rules are to be interpreted fairly and liberally but they shall
not prevail over the Constitution of the Royal Canadian Mounted Police
Veterans’ Association.
(2) The following described procedures are intended to enable the Association
at any General Meeting to undertake its proceedings in an orderly and
reasonable manner. In every instance, however, the Rules of Order prescribed
in these By-Laws for the calling and conduct of meetings will take precedence
when it is necessary to resolve questions or interpretation and procedure.
(a) a Resolution is always submitted in writing in accordance with the
By-Laws, and is offered either because of its importance, or because of
its length, or because of its complexity, as would be the case, but not
limited to, proposals to amend the Charter, Letters Patent, Supplementary
Letters Patent, or the By-Laws of the Association.
(b) a ‘Formal Notice of Motion’, otherwise referred to as
a ‘Formal Motion’ must be in writing and the introduction
of which brings business before the assembly. It is a formal proposal,
submitted in writing and in accordance with the By-Laws, that the assembly
(Association) take certain action of a substantive nature, or to express
a view, or directing that a particular investigation be conducted and
the findings reported to the assembly for possible further action.
(c) Motions growing out of reports or communication are usually verbal
and are introduced after the presentation of the report of an officer,
a Board, or a Committee, usually but not limited to reports disseminated
to the membership at large in advance of the meeting and intended to carry
out recommendations contained in the report.
(3) A majority of the votes cast shall determine the question in meetings
within the Association, except where the vote of consent of a greater
number of members is required by law, or by the General By-Laws of the
Association.
(4) A majority of the members of any board, committee, sub-committee,
or working group within the Association shall constitute a quorum, except
where the law or these General By-Laws otherwise provide.
(5) A reasonable period of notice of meetings shall be given to every
member thereof of any board, committee, sub-committee or working group,
except where the law or these General By-Laws otherwise stipulate, provided
always that notice may be waived with the consent of all such members.
General Meetings
.2 (1) Prior to the 1st day of December in each year the Secretary shall
remind each Division that the Executive must receive before the 15th of
January next:
(a) A list of subjects they wish to place on the Agenda for the Annual
General Meeting;
(b) All Notices of Motion to be placed on the Agenda of the Annual General
Meeting.
(2) A Notice calling the Annual General Meeting shall be sent by the Secretary
of the Association to all Divisions at least four (4) months in advance
of the date upon which the Annual General Meeting will be held. Such Notice
shall contain:
(a) An Agenda for the Meeting;
(b) A summary of the unfinished business;
(c) The Treasurer’s Report and Budget; and
(d) Notices of Motions, Resolutions and other business submitted by Divisions.
(3) All Resolutions submitted by Divisions before March 15th must be presented
to the Annual General Meeting for consideration unless withdrawn by the
sponsor.
(4) Voting at any General Meeting will be as follows:
(a) Each voting member shall be entitled to one (1) vote only, cast either
in person or by the representative of that member’s Division in
good standing.
(b) The National President may, when requested by a Division, appoint
a Division Representative for the purposes of voting under this subsection.
(c) The Division Representative shall be notified by the Secretary of
the number of votes allotted to the Division.
(d) The Division Representative may cast a vote for all voting members
of their Division who are not registered as being in attendance at the
meeting, and such votes shall be binding and valid without the written
consent of the absent member.
(e) Whenever they are present at a General Meeting, the Vice-Presidents
of the Association shall be the Division Representatives for the purpose
of this subsection.
(5) The Order of Business at the Association’s Annual General Meeting
shall be as follows:
(a) The parading of the Mace
(b) Call to Order
(c) National Anthem
(d) Memorial Page
(e) Moment of silence
(f) Examination and report on credentials
(g) Tabling and Confirming minutes of the last Annual General Meeting
(h) Reports
(i) National President
(ii) Secretary of the Association
Assistant Secretary of the Association
(Executive Director when such a paid position exists)
(iii) Treasurer of the Association
-approve audited financial statement for past fiscal year
-authorize payment of all proper accounts
-approve budget plans
-appointment of auditor(s)
-approve a per capita assessment rate for next fiscal year
(iv) of committees
(i) Unfinished business
(j) New business
(k) Nomination and election of Association’s officers
(l) For the good of the Association
(m) Update on next year’s Annual General Meeting
(n) Fix location of the following year’s Annual General Meeting,
(o) Receive bids for future Annual General Meetings, and
(p) Adjournment
(i) closing remarks by the National President
(ii) recessing of the mace
(iii) motion to adjourn.
(6) Travel and accommodation expenses for the Executive to any Board or
General Meeting of the Association shall be such as shall be fixed from
time to time by the Executive, and at a reasonable amount depending on
prevailing costs.
(7) A quorum for any General Meeting of the Association shall be a simple
majority of all Active Members in good standing and Life Members of the
Association. Such members may be represented by their Division delegates
who are present in person.
(8) The Board, the Executive or the National President shall have the
power to call at any time a General Meeting of the members.
(9) The Executive or the National President shall have the power to call
a meeting of the Board, the Executive, or any committee of the Association.
(10) An Annual General Meeting of the Association shall be held once at
least in every calendar year and not more than fifteen (15) months after
the holding of the preceding Annual General Meeting.
Special General Meetings
.3 (1) A Special General Meeting is a meeting other than the Annual General
Meeting of the Association. Such a meeting may be called and convened
to consider one or more items of business specified in the Notice of Meeting.
No other business shall take place at this meeting.
(2) Special General Meetings will take place only when an emergency is
deemed to exist or a matter of such complexity exists that an entire meeting
is necessary to properly consider the issue(s).
(3) An emergency or a matter of such complexity shall be deemed to exist
when a resolution has been signed by not less than 40% of the Vice Presidents
of the Association. Such resolution shall clearly specify the nature of
the matter(s) to be discussed.
(4) A Notice calling for the meeting shall be sent by the Secretary of
the Association and it shall specify the purpose for which the meeting
is called and shall be sent to all Divisions six (6) weeks in advance
of the date of the meeting.
(5) Unless otherwise required by law, the same conditions and requirements
respecting voting and representation at an Annual General Meeting shall
apply to Special General Meetings and when a Special General Meeting is
called for the purposes of applying for Supplementary Letters Patent to
amend the Charter, or to change the name of the Association, a two-thirds
(2/3) majority of those members entitled to vote at such meeting is required
to authorize such application.
(6) Preferably, a meeting will be held at such convenient place and time
to allow Vice-Presidents, the Executive Committee, Governors and as many
eligible voting members as possible to attend. Alternatively, a meeting
may take place using electronic facilities which allow all in attendance
to fully participate in the meeting, and all those participating by such
means are deemed to be present at the meeting.
(7) A quorum for a Special General Meeting shall be the same as required
for the Annual General Meeting.
Board of Directors Meeting
.4 (1) The Board will meet at least once each year at a time and place
to be determined by the Executive. Two (2) months prior to the meeting
the Secretary of the Association shall send notice to all Board Members
requesting a list of all subjects they wish to place on the Agenda.
(a) Four (4) weeks before the meeting the Secretary of the Association
will supply all Board Members with an Agenda of the meeting.
(b) The Order of Business at meetings of the Board will follow that of
the Annual General Meeting to the extent it is applicable.
(2) The voting criteria to determine questions at all Board Meetings shall
be by two-thirds (2/3) majority of Board Members in attendance.
(3) (a) A member of the Board may participate in a meeting of the Board
or of a committee of the Board by means of such conference telephone or
other communications facilities to permit all persons participating in
the meeting to hear each other, and a member of the Board participating
in such meeting by such means is deemed to be present at the meeting.
(b) A resolution in writing signed by all members of the Board entitled
to vote on that resolution at a meeting of the Board or committee of the
Board, is valid as if it had been passed at a meeting of the Board or
committee of the Board.
(4) A quorum for the transaction of business at any annual general meeting
of the Board shall be a simple majority of the members of the
Board, five (5) of whom must be Vice-Presidents of the Association who
are in attendance.
(5) A quorum for a Special Meeting of the Board for the transaction of
business of the Association shall be a simple majority of the members
of the Board, five(5) of whom must be Vice-Presidents either present in
person or electronically linked.
(6) Members of the Board of Governors may attend and participate in any
Board Meeting but shall not be entitled to vote.
Executive Meetings
.5 (1) A Notice calling a meeting of the Executive shall be sent by the
Secretary of the Association to all members of the Executive three(3)
weeks before the meeting and shall contain an agenda of the matters to
be discussed.
(2) When the agenda has been completed members may introduce other matters
for general information or for debate.
(3) A member of the Executive may participate in a meeting of the Executive
or of a Committee of the Executive by means of such conference telephone
or other communications facilities as permit all persons participating
in the meeting to hear each other, and a member of the Executive participating
in such meeting by such means is deemed to be present at the meeting.
(4) A resolution in writing signed by all members of the Executive entitled
to vote on that resolution at a meeting of the Executive or committee
of the Executive, is as valid as if it had been passed at a meeting of
the Executive or committee of the Executive.
(5) A quorum at any meeting of the Executive shall be a majority of the
number of members of such Executive.
(6) Members of the Board of Governors may attend and participate in any
Executive Meetings, but shall not be entitled to vote.
112-113 RESERVED
Membership
Classes of Membership
114 .1 (1) There shall be seven (7) classes of Membership in the Association,
namely:
(a) Active
(b) Life
(c) Associate
(d) Honourary
(e) Honourary Life
(f) Honourary Officers, and
(g) Patron
Active Members
.2 (1) Any former member of the Force, or any former member of the Reserve,
may apply for Active Membership in the Association provided such member:
(a) served for a period of not less than twelve (12) months in the Force,
or not less than three (3) years in the Reserve;
(b) was not discharged for reason of unsatisfactory conduct, but it shall
not be a bar to membership in the Association to have been discharged
as “unsuitable” by reason only of having contracted marriage
without permission;
(c) has had and still has an exemplary character.
(d) An application for Active Membership in the Association shall be made
in such form and in such manner and subject to such procedures as the
Board may from time to time prescribe. Such application shall be submitted
to the Division that the applicant desires joining for review as to eligibility
and endorsement for Membership.
(e) Proof of service and eligibility, as more particularly referred to
in subsections 114.2(1)(a)&(b), shall be made and established in such
manner as the Board may direct and following such inquiry or investigation
as the Board may consider appropriate.
(f) An applicant for membership in the Association shall be advised with
due dispatch as to the acceptance or rejection of the application. The
rejection of any membership shall be brought to the attention of the Executive
giving the reasons for such rejection and the Executive shall notify the
Board and all Divisions of the name of the applicant rejected.
(g) An Active member may withdraw from the Association by giving written
notice to the Secretary of the Association and to the Secretary of the
Division to which the member belongs. Upon withdrawal no member shall
be entitled to any refund of dues paid in respect of such membership.
A withdrawal shall not take effect until authorized by either the Division
concerned, the Executive, the Board, or by a resolution sanctioned by
a majority of the votes cast at a General Meeting of the Division.
(h) Active Members who fail to pay their annual membership dues and per
capita assessment for any given year, shall have their names removed from
the “active member in good standing” roll, and be placed on
the “active member not in good standing” roll, for a period
of two (2) years after which such membership shall thereupon lapse. Such
former Active Members may be re-instated at any time to “active
member in good standing” status upon application, and payment of
unpaid dues and assessment for the current year and one previous year,
or upon payment of such lesser amount as the Division considers appropriate
in a particular case.
Life Members
.3 (1) Divisions may nominate Active Members in good standing of their
Divisions for Life Membership. Nominations will be presented at a regular
or Special General Meeting of the nominating Divisions and it will be
considered approved when supported by a two-thirds (2/3) majority vote
of eligible voting members in attendance.
(2) Nominees shall be awarded Life Member of the Association Certificates
from the National President.
(3) Life Members shall have, possess and enjoy the same rights and privileges
as Active Members, throughout the Association.
(4) No dues or per capita assessment will be paid by Life Members, or
the Divisions making the nominations on the member’s behalf.
(5) Those persons who were Life Members at the time of coming into force
of these By-Laws shall automatically become Life Members within the meaning
of By-Law 114.3(3).
Categories of Other Members
.4 (1) A Division may confer and bestow the honour and privilege of Associate,
Honourary, or Honourary Life Membership upon worthy persons.
(a) An Associate, Honourary, or Honourary Life Member shall not pay dues,
but may attend local meetings and functions. The membership will only
apply within the Division which makes the appointment. Such members will
not be entitled to vote, to be elected to any office, nor be entitled
to any benefits of the Association.
(b) To become an Associate, Honourary, or Honourary Life Member, a person
must be recommended by an Active
member as well as by a Credentials Committee and receive at least a two-thirds
(2/3) majority vote at a regular meeting of the Division.
(2) The Board or Executive may on its own initiative, or on the recommendation
of a Division, appoint any person to be an Honourary Member, or an Honourary
Life Member of the Association by reason of making an outstanding contribution
to the advancement of the law or to the promotion of the aims, purposes,
objects and ideals of the Force or the Association.
(3) The Board or Executive may appoint any person as the Patron of the
Association or as an Honourary Officer thereof.
(4) The Commissioner of the Royal Canadian Mounted Police shall be the
Honourary President of the Association, and upon retirement shall be a
Life Member of the Association.
(5) Whenever the Board or Executive appoints someone to be an Honourary
Member, or an Honourary Life Member, or the Patron of the Association
or as an Honourary Officer thereof, the person appointed shall be added
to the membership roll of the Division in whose area such person resides.
(6) In exceptional circumstances, the Board or the Executive may for a
temporary period appoint a person, for a period not exceeding twelve (12)
months at any one time, to any of the seven (7) classes of
membership without such person becoming a member of any Division during
such temporary period.
Expulsion - Termination
.5 (1) Any member of the Association whose conduct is detrimental to the
best interests of the Association or whose continued membership in the
Association is, for any other valid and just cause, considered not to
be in the best interests of the Association, may be expelled from membership
therein when recommended by the Division Executive and approved by at
least a two-thirds (2/3) majority vote cast at a Regular or Special Meeting
of the Division to which the member belongs.
(2) The Board or the Executive may, exceptionally and by at least a two-thirds
(2/3) majority vote, suspend or terminate, for cause or upon request,
the membership or the appointment of any person to any office in the Association
and may reinstate such person. The suspension, termination or reinstatement
may be reviewed and confirmed or revoked at a General Meeting.
Changes - Qualification for/Classes of - Memberships
.6 (1) Any amendment, repeal, addition or any other change, affecting
qualifications or classes of membership in the Association shall require
a two-thirds (2/3) majority of votes cast by members entitled to vote
at any Annual General Meeting, or at any Special General Meeting called
for the purpose of such amendment, repeal, addition or any other change.
Per Capita Assessment
.7 (1) The cost of operating the Headquarters (secretariat) including
the hiring and compensating of staff, day to day administrative expenses,
grants made pursuant to the By-Laws, business related travel expenses
incurred by members of the Executive and staff including the cost of registration
for Annual General Meetings, and other expenses provided for in the Association
budget, shall be paid for through the assessment and remittance of per
capita dues.
(2) At each Annual General Meeting of the Association the Treasurer will
table a proposed Budget representing the anticipated reasonable costs
of operating Headquarters for the next fiscal year pursuant to subsection
114.7(1) for approval by the membership.
(3) Concurrent with the membership approving the Treasurer’s proposed
budget, the amount of per capita dues payable to the Association by the
Divisions to cover the anticipated expenses for the next fiscal year,
will be fixed by a motion at each Annual General Meeting.
(4) Divisions shall submit completed Quarterly Membership Status Reports
as soon as is reasonable after March 31st, June 30th, September 30th,
and December 31st of each year.
(5) Per capita dues and the total Division active membership list are
to be submitted by each Division in conjunction with submission of the
March 31st Quarterly Membership Return. Per Capita dues shall be determined
by the total membership of Active Members in good standing on that date,
multiplied by the rate of per capita dues approved pursuant to By-Law
114.7(3).
(6) As Division membership dues are collected from Active Members not
in good standing, the Per Capita dues portion collected shall be remitted
to Headquarters with the next Quarterly return (due June 30, September
30 and December 31), listing those members who are returned to “Good
Standing” status. Nominal Rolls shall be updated based on the information
received on these Quarterly returns.
(7) When new Members join the Association and pay Division membership
dues, the Per Capita Dues portion collected, and a copy of their application
form, shall be forwarded to Headquarters with the next Quarterly return
due.
(8) Only Active Members in Good Standing and Life Members have the right
to vote at any General Meeting of the Association.
(9) An Active Member in good standing may transfer to another Division
by applying to The Secretary of the new Division. The Secretary of the
receiving Division shall enter the transferring member on its nominal
roll, report the transfer on the next Quarterly Membership Status Report,
and advise the transferring member’s former Division of its acceptance
of the member.
(10) A member may not simultaneously hold Active Membership in more than
one Division. On receipt of advice that a member has been received by
another Division, the former Division shall strike the member from its
nominal roll of Active Members and report same when submitting the next
Quarterly Membership Status Report form.
(11) For the year of transfer, the Division that collects per capita dues
from the transferring Member shall remit same to Headquarters. Per capita
dues shall not be collected more than once during a year from a transferring
member.
(12) Persons being newly received into membership in the Association,
shall be assessed per capita dues on the same basis on which membership
dues are assessed by Divisions, as would be the case when a member joining
late in the year and is assessed only a prorated amount of the yearly
assessment. Divisions will remit a like prorated amount to Headquarters
when submitting the applicable Quarterly Membership Status Report.
(13) Newly formed Divisions approved by the Board, will be exempt from
remitting the per capita assessment on behalf of its active members for
the year in which the Division was approved for membership in the Association.
(14) Notwithstanding any of the aforementioned provisions under this or
any other By-Law with the exception of subsection 114.7(10), the Executive
will have the authority to make decisions with respect to the payment,
repayment, remittance, assessment or waiving of per capita dues in consultation
with the Division when it is deemed by the Executive that special or unusual
circumstances not anticipated or provided for in this By-Law exist, and
it is in the best interest of the Association to do so.
115-116 RESERVED
Correspondence
117 .1 All correspondence concerning the Association as a whole shall
be dealt with by the National President or by the Secretary of the Association.
.2 Correspondence concerning a Division shall be dealt with by the Division
President or the Secretary of the Division.
.3 The Chairpersons of Committees of the Board, or of the National Executive,
may correspond on matters within their authority, subject to the approval
of the National President.
.4 Divisions and individual members shall not correspond with anyone outside
of the Association either in the name of the Association, or purporting
to represent the views of the Association on matters relating to its affairs
unless it is of purely local interest.
RCMP Veterans' Association Benefit Trust Fund and Reserve Fund
General
118 .1 (1) There shall be established and maintained an RCMP Veterans’
Association Benefit Trust Fund and a Reserve Fund.
(2) The RCMP Veterans’ Association Benefit Trust Fund shall consist
of all monies, resources, donations, bequests and endowments given thereto
or assigned thereto by the Executive.
(3) The Reserve Fund shall consist of all monies, resources, donations,
bequests and endowments assigned thereto by the Executive and all investments
made out of monies of the Reserve Fund and returns on investments and
other earnings, including profits on sale of Reserve Fund assets or investments.
(4) The Reserve Fund accounts shall show, in two (2) parts, the following:
(a) The Reserve Fund Account; and
(b) The Reserve Portfolio being a statement of Investments belonging to
the Reserve Fund.
Management of the RCMP Veterans’ Association
Benefit Trust Fund
.2 (1) The Executive shall have exclusive management of and control over
the RCMP Veterans’ Association Benefit Trust Fund, in conformity
with such regulations as shall, from time to time, be established.
(2) The Executive may, by motion, delegate any of its powers to Committees
of members and any Committee so formed shall, in the exercise of the powers
so delegated, conform to any direction it is given, not inconsistent with
this By-Law, that may be imposed upon them by the Executive. Such Committees
may be dissolved at any time by a Resolution of the Executive.
(3) The Executive may, by motion, prescribe administrative procedures
pertaining to applications and for the making of grants or loans from
the RCMP Veterans’ Association Benefit Trust Fund.
(4) All proceedings taken at any meeting of the Executive or at any Committee
thereof or any action taken by a person appointed by the Executive shall
be valid and effectual notwithstanding that any such meeting was improperly
convened and held or such person was improperly appointed if the holding
of such meeting or the taking of such proceedings or action was done in
good faith and would have been the proceedings or action that would have
been taken had such meeting or appointment been properly convened and
held or such Committee or person had been properly appointed.
(5) Any expenses incurred in the management of the Fund and any losses
sustained through transactions shall be charged to the Fund.
Management of the Reserve Fund
.3 (1) The Executive shall have exclusive management of and control over
the Reserve Fund.
(2) Any and all transactions affecting the Reserve Fund, including the
transfer of any resources of the Association into the fund, and investments
purchased by monies comprising the Fund and any withdrawals from the Fund
shall be made only on the authority of the Executive expressed by a majority
vote at a meeting of the Executive after due notice of motion has been
mailed at lease ten (10) days prior to the meeting or given at a previous
regular meeting of the Executive.
(3) A Finance Committee, with the advice of a duly appointed sub-committee
thereof if the latter is required, shall act as advisor to the Executive
in all matters pertaining to the Reserve Fund.
(4) The Finance Committee shall report on the Reserve Fund and on the
portfolio of investments in particular at intervals of not more than six
(6) months and make such recommendations from time to time for the sale
or purchase of securities or other matters pertaining to the Fund or its
administration as they deem to be in the interest of the Association.
(5) Any expenses incurred in the management of the Fund and any losses
sustained through transactions shall be charged to the Fund.
Borrowing Money
119 .1 The Executive may, when authorized by By-Law duly passed by the
Board, and sanctioned by at least two-thirds (2/3) of the votes cast at
a Special General Meeting called for considering the By-Law:
(1) Borrow money upon the credit of the Association;
(2) Limit or increase the amount to be borrowed;
(3) Issue debentures or other securities of the Association;
(4) Pledge or sell such debentures or other securities for such sums and
at such prices as may be deemed expedient; and
(5) Secure any such debentures, or other securities, or any other present
or future borrowing or liability of the Association, by mortgage, hypothec,
charge or pledge or all or any currently owned or subsequently acquired
real and personal, movable and immovable, property of the Association,
and the undertaking and rights of the Association.
.2 Nothing in this section limits or restricts the borrowing of money
by the Association on bills of exchange or promissory notes made, drawn,
accepted or endorsed by or on behalf of the Association.
.3 Promissory notes or other negotiable instruments may be signed on behalf
of the Association by Officers of the Association authorized from time
to time to sign negotiable instruments on its behalf for the money so
borrowed and interest thereon as may be agreed upon and the same and all
renewals thereof shall be binding upon the Association without the bank
requiring evidence of any Resolution of the Executive.
.4 All contracts, deeds, grants, assurance and documents reasonably required
by said Banks or their counsel for all or any of the purposes aforesaid
may be executed and carried into effect by the proper Officers of the
Association.
120-125 RESERVED
Enactment, Amendments, Repeals, and Confirmation of By-Laws,
Regulations, and Administrative Guidelines
126 .1 No By-Law altering or purporting to alter the name of the Association
or otherwise amend or purporting to amend the Letters Patent under which
incorporation of the Association was granted shall be valid or acted upon
until sanctioned by two-thirds (2/3) of the votes cast by members entitled
to vote at a Special General Meeting of the Association specifically called
to consider same.
.2 Notwithstanding anything in this section contained, the enactment,
re-enactment, repeal or amendment of the By-Law shall not be in force
or valid until the approval of the Registrar General of Canada has been
obtained.
.3 In the event of the non-confirmation at the next Annual General Meeting
of one or more of the By-Laws enacted as aforesaid by the Board, the Registrar
General shall be forthwith notified.
.4 No By-Law, Regulation or amendment to a By-Law or Regulation will invalidate
any prior act of the Executive which would otherwise have been valid if
such By-Law, Regulation or amendment had not been made.
.5 The Executive shall have power to make regulations from time to time,
or to repeal, amend or re-enact any regulation and subject as hereinafter
provided. Every such regulation and every such repeal, amendment or re-enactment
shall, unless meanwhile confirmed at a Special General Meeting of the
Association duly called for that purpose, have force only until the next
Annual General Meeting of the Association and in default of the confirmation
at such an Annual General Meeting, shall at and from that time only, cease
to have force.
.6 Not less than six (6) weeks notice shall be given in the manner prescribed
in By-Law 111.2 of any changes to this By-Law proposed for ratification
or adoption at any General Meeting of the Association provided that the
omission to notify a Member or the non-receipt of such notice by a Member
shall not invalidate the ratification or adoption of the By-Law changes
proposed.
Formation, Suspension, Expulsion, or Dissolution of a Division
Formation of a Division
127 .1 (1) New Divisions may be formed when twenty-Five (25) persons
who qualify for Active or Life Membership pursuant to subsections 114.2
and .3 petition the Board in writing to form a Division within the Association.
(2) The applicant Division will provide the Executive with the names,
addresses, and dates of service in the Force of its Executive pro tem.,
and of its list of proposed members. If any of the proposed active or
life members of the petitioning Division are already active members in
good standing or life members of the Association on the nominal role of
an already existing Division, their preparedness to transfer their membership
to the new Division effective on the date the Division’s formation
is approved by the Board, is to be indicated.
(3) Upon receipt of a petition to form a new Division, and provided all
requirements as aforementioned have been met, the Executive will present
a motion to the next meeting of the Board for the provisional formation
of a new Division.
(4) Existing Divisions will be given a period of six months from the date
the Board has approved the provisional formation of a Division to communicate
in writing to the Executive any objections to the provisional Division
being given full Division status at the next meeting of the Board.
(5) The Executive will present a motion to approve the petition to form
a Division at the next meeting of the Board, unless, in the opinion of
the Executive there have been significant objections raised that have
not been resolved to its satisfaction.
(6) A newly formed Division will not be assessed per capita dues for the
year in which its formation was approved by the Board.
(7) Upon application by the newly formed Division, the Executive may make
a one-time, start-up financial grant in an amount provided for in the
budget for the year in which the Board approved the petition. The intended
purpose of the grant is to assist in the acquisition of supplies etc necessary
to get the Division started, and/or to assist in the payment costs related
to accommodations for the periodic holding of general meetings.
(8) Notwithstanding subsection 127.1(7) the Executive has the authority
to deny an application for a financial grant, if in its opinion such a
grant cannot be justified for the reason a new Division is in a financially
sound position at the time the Board approved its formation, as would
be the case where its formation resulted from a separation from an already
existing Division, and as a result its having received a start-up contribution
from the already existing Division, or in other circumstances where the
Executive concludes a start-up grant cannot be justified.
(9) A Division newly approved by the Board will be presented a Charter
validating its being a member Division of the Association either at the
Board meeting in which its petition was approved, or on another occasion
preferred by the Division, and
(10) During the period prior to the Board approving a petition to form
a Division, the petitioning Division will have no official status at either
the Board or General Meeting(s) of the Association. The National President
may, if requested by the applicant Division, approve the attendance of
the Division President pro tem or their representative as an observer
at Board and Annual General Meeting(s).
Dissolution of a Division
.2 (1) A Division may on a vote by two-thirds (2/3) of its members cast
in person or by a proxy at a General Meeting of the Division surrender
its Charter.
(a) Former members of a Division which surrenders its Charter may apply
to another Division for membership and the provisions of subsection 114.4(6)
may be invoked to continue membership whilst the application is being
considered.
(b) Any assets remaining after the surrender of the Charter together with
blank membership cards and certificates are forwarded to the Executive
together with notification of the vote taken at the last meeting of the
Division.
(c) The monies from any assets disposed of, together with any monies received
from the Division surrendering its Charter are deposited to the credit
of the Benevolent Fund, unless the Board or the Executive otherwise directs.
(d) The Executive upon notification of the surrender of a Charter advises
the Board and other Divisions that the Division has ceased to exist.
Suspension of a Division
.3 (1) A Division which fails to pay the per capita dues is not entitled
to representation at a General Meeting and may be suspended by the Executive.
(2) A Division which refuses to comply with the Constitution and By-Laws
of the Association may be suspended by the Executive after investigation
by a Committee appointed by the National President. Due notice and an
opportunity to be heard shall be given before such suspension.
(a) A Division which has been suspended may be reinstated by the Executive.
(b) The suspension and reinstatement of a Division by the Executive shall
be brought to the attention of the Board.
Expulsion of a Division
.4 (1) A Division may have its Charter forfeited, for cause, by a two-thirds
(2/3) majority at a General Meeting. Due notice and an opportunity to
be heard shall be given prior to forfeiture.
(2) The Executive may upon application of an interested person revive
any Charter so forfeited upon compliance with such conditions as the Executive
may prescribe. Such revival of the Charter will cease to have force it
if is not confirmed at the next Annual General Meeting or at a prior Special
General Meeting.
Fiscal Year
128 .1 The fiscal year of the Association commences on the 1st day of
January in each year.
.2 The books of account of the Association are audited as soon after the
end of the fiscal year, as conveniently may be, by the auditor appointed
by the Association at its last Annual General Meeting.
Non-liability of Officers and Members of Committees - Indemnitites
to Directors and Others
129 .1 No officer for the time being of the Association or member of a
duly appointed committee is liable for the acts, receipts, neglects or
defaults of any other officer or employee or for joining in any receipt
or act for conformity or for any loss, damage or expense happening to
the Association through the insufficiency or deficiency of title to any
property acquired for or on behalf of the Association or upon which any
of the monies of or belonging to the Association shall be placed out or
invested or for any loss or damage arising from the bankruptcy, insolvency
or tortious act of any person, firm or corporation including any person,
firm or corporation with whom or which any monies, securities or effects
shall be lodged or deposited or for any loss, conversion, misapplication
or misappropriation of or any damage resulting from any dealings with
any monies, securities or other assets belonging to the Association or
for any other loss, damage or misfortune whatever which may happen in
the execution of the duties of their respective office or trust or in
relation thereto unless the same shall happen by or through their own
(wrongful and) wilful act or through their own (wrongful and) wilful neglect
or default. The Officer for the time being of the Association shall not
be under any duty or responsibility in respect of any contract, act or
transaction whether or not made, done or entered into in the name or on
behalf of the Association, except such as shall have been submitted to
and authorized or approved by the Board.
.2 For greater clarity, every Director or Officer of the Corporation
or other person who has undertaken or is about to undertake any liability
on behalf of the Corporation or any company controlled by it and their
heirs, executors and administrators, and estate and effects, respectively,
shall from time to time and at all times, be indemnified and saved harmless
out of the funds of the Corporation, from and against;
(a) all costs, charges and expenses which such Director, Officer, or other
person sustains or incurs in or about any action, suit or proceedings
which is brought, commenced or prosecuted against him, or in respect of
any act, deed, matter of thing whatsoever, made, done or permitted by
him, in or about the execution of the duties of his office or in respect
of any such liability;
(b) all other costs, charges and expenses which he sustains or incurs
in or about or in relation to the affairs thereof, except such costs,
charges or expenses as are occasioned by his own wilful neglect or default.
Appeals
Against actions, decisions and processes of a Division
130 .1 (1) Any action, decision or process within the purview of the By-Laws
of a Division is appealable by an Active Member or a Life Member of that
Division, to a Regular or Special General Meeting of the Division called
for that purpose. Such appeal will take the form of a motion, properly
seconded. In such cases, any such motion approved by at least a two-thirds
(2/3) majority of eligible voters in attendance shall be final and binding
on all concerned, provided the requirements for a quorum, as determined
by Division By-Laws for such meetings, is satisfied.
(2) Any action, decision or process undertaken by the membership of a
Division or the Executive of the Division that is deemed by an aggrieved
member not to have taken place in accordance with the Division’s
By-Laws or in accordance with the Constitution may be appealed in writing
within thirty (30) calendar days of the Division membership or the Division
Executive having taken any disciplinary action, administrative decision
or process, by any aggrieved Active Member of the Division, direct to
the Executive Committee.
(3) Having given both the aggrieved member and the Division a reasonable
opportunity to state their cases or submit evidence in support of their
respective positions either in person or in writing, then the Executive
may take such action as it considered appropriate to deal with the case,
and may, by a simple majority vote of those present at a properly called
meeting and provided that a quorum exists, to either support the position
taken by the Division by rejecting the appeal, or allow the appeal, in
which event the Executive may instruct that remedial action be taken by
the Division.
(4) A Division that is dissatisfied with any decision of the Executive
under this By-Law may appeal such decision in writing to the Board, which
exceptionally shall exclude the members of the Executive as well as the
Vice-President of the Association for the Division concerned, at a regular
or special meeting called specifically for the purpose of hearing such
an appeal. In such an eventuality, the National President will stand down
and the meeting will be chaired by any member of the Board so constituted
which the latter shall elect. After having given the Division and the
Executive adequate opportunity to state their cases in support of their
respective positions, the Board so constituted has authority to settle
the matter by a simple majority vote of the members of the Board. The
Board may take such action considered appropriate. The decision of the
Board is final and binding on all concerned.
(5) The Executive, by a simple majority vote of those in attendance at
a regular or special meeting called specifically for the purpose of considering
an appeal by an Active Member in good standing or a Life Member, has authority
to refuse to refer any matter to the Board when, in its opinion, the matter
being appealed is deemed to be trivial, vexatious, or unfounded in nature
or when on the basis of the evidence available, concludes the aggrieved
member’s complaint has been dealt with in a fair and reasonable
manner by the Division within the limits of its authority.
(6) Whenever applicable, the Constitution, the By-Laws of the Association
and the Division By-Laws in that order, will be used to settle grievances.
In every case, whether the appeal is within the purview of the Constitution,
the By-Laws of the Association or the Division By-Laws or not, common
sense, fairness, reasonableness and justice will be used in deciding such
matters.
(7) Decisions taken by the general membership at a regularly called General
Meeting or Special Meeting of the Association, are appealable only in
accordance with the recognized Rules of Order used by the Association
to conduct meetings.
Removal of Executive from Office
.2 (1) Any member of the Executive removed from office in accordance with
subsection 108.2(3) has the right to appeal the decision of the Executive
to the Board of Governors convened at the call of the National President
on written request by the aggrieved party.
(2) The National President shall not refuse to refer an aggrieved party’s
appeal to such a Board, and will do so within thirty (30) days of receipt
of a written request from the aggrieved party.
(3) A meeting of the Board of Governors convened to adjudicate an appeal
will consist of not less than three (3) Governors which shall constitute
a quorum. The positions taken by both the Executive in reaching its decision
to remove a member of the Executive from office, and the aggrieved party
will be in writing. It will be at the discretion of the said Board whether
or not to allow the presentation of evidence in person by either side
of the dispute or whether to call for additional written reports for clarification
purposes.
(4) The Board of Governors shall appoint from within its membership, a
chairperson, who shall have responsibility for preparation of the said
Board’s decision in writing. Its majority decision shall be binding
on all parties concerned, and it will be the final level of appeal open
to the aggrieved party.
(5) In its deliberations, the Board of Governors will have regard for
the Constitution of the Association, and will be guided by common sense,
fairness, reasonableness and justice when deciding such matters.
Expulsion from the Association or Termination of Membership
.3 (1) Before expulsion from the Association or termination of membership
is finalized pursuant to By-Law 114.5, the member in question will have
a thirty (30) day period from the date they were served notice in writing
by Registered Mail, to appeal said decision. The notice will contain the
reasons for its recommendation to the National President, and describe
appeal procedures available.
(2) To be valid, an appeal addressed to the National President must be
made in writing, within the prescribed allowable time, and clearly state
the grounds and/or basis on which the appeal is made.
(3) The National President will forthwith acknowledge receipt of the appeal,
provide the appropriate Division with a copy of the appeal and invite
the Division to submit a full and detailed explanation for its recommendation
to expel from the Association or termination of membership of the appellant
in writing. The Division will also be invited to respond to the member’s
appeal.
(4) Concurrently, the National President will empanel a Membership Review
Board of three (3) Life Members or Active Members of the Association in
good standing who do not have a direct vested interest in the matter,
from which the National President will appoint one (1) person to be the
Chairperson.
(5) The Membership Review Board will review all submissions made to it
in writing and it will also be empowered to undertake any additional enquiries,
which are to be responded to in writing, that will assist the Membership
Review Board in making a fair equitable and just decision having regard
for the Constitution and By-Laws of the Association and the Division in
question and the best interests of the Association. It is on this basis
that the Membership Review Board will make a majority recommendation to
the National President to:
(a) affirm the recommendation of the Division to expel the member from
the Association;
(b) affirm the recommendation of the Division to terminate the member’s
membership;
(c) unconditionally re-instate the appellant, or
(d) conditionally re-instate the appellant for a specified probationary
period.
(6) Having made its recommendation to the National President in writing,
the Membership Review Board will be dismissed. There will be no further
grounds for appeal by either the appellant or the Division in question.
(7) Upon receipt of the majority recommendation of the Membership Review
Board, the National President will, without undue delay, make a decision
to dispose of the matter having fully considered the recommendations of
the Membership Review Board. Such a decision is final and binding on both
parties.
(8) A member declared conditionally re-instated shall agree in writing
to abide by the conditions stipulated by the National President. Failure
to agree to the conditions in writing, within thirty (30) days of being
notified by Registered Mail will result in the person’s immediate
expulsion from the Association or termination of their membership as the
case may be. Likewise, having agreed to the conditions for re-instatement
for a prescribed probationary period, and then not having complied with
the conditions in every respect the member will be ordered by the National
President to be expelled from the Association or the person’s membership
terminated. Such an order is final and irrevocable.
131-135 RESERVED
Coming into Force and General Repeal
136 .1 These General By-Laws, revised at a general meeting on the 16th
day of June, 2001 come into force and have operation and effect on the
day they receive Ministerial Approval pursuant to the Canada Corporations
Act.
.2 Immediately before coming into force of these revised General By-Laws,
the several By-Laws previously in force are hereby repealed, except the
provisions of the aforementioned By-Law 112.1 to 112.5 inclusive which,
since they received Ministerial approval on November 17, 1980, have been
and will continue to be in force.
English and French Versions Equally Authoritative
137 .1 The English and French versions of the Constitution and By-Laws
of the Association are equally authoritative.
138-140 RESERVED
141 DATE MINISTERIAL APPROVAL GIVEN
MINISTERIAL APPROVAL AS OF THE 27th DAY OF AUGUST, 2001.
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