BY-LAW NO. 1
A By-law relating generally to the conduct
of the affairs of
ASSOCIATION DES COLLÈGES COMMUNAUTAIRES DU CANADA/
ASSOCIATION OF CANADIAN COMMUNITY COLLEGES
Table of Contents1
Table of Contents
Page
Article 1 INTERPRETATION
1.1Definitions.
1.2Interpretation.
1.3Language.
Article 2 GENERAL
2.1Registered Office.
2.2Corporate Seal.
2.3Fiscal Year.
2.4Execution of Documents
2.5Banking.
2.6Annual Financial Statements.
2.7Invalidity of any Provisions of this By-law.
Article 3 MEMBERS
3.1Membership Classes.
3.2Eligibility - Class A Members.
3.3Admission and Term – Class A Members.
3.4Rights of Class A Members
3.5Regional Representation – Class A Members.
3.6Eligibility, Admission, Rights and Termination – Class B Membership.
3.7Membership Dues.
3.8Transferability of Membership.
3.9Voting Delegates.
3.10Termination of Class A Membership.
3.11Withdrawal of Class A Members.
3.12Discipline of Class A Members
3.13Effect of Termination and Suspension
Article 4 ACCC ASSOCIATES
4.1Entitlement.
4.2Eligibility.
4.3Rights and Services.
4.4Termination of Associate Status.
4.5Associate Dues.
Article 5 CORPORATION AFFILIATES
5.1Entitlement.
5.2Eligibility.
5.3Rights and Services.
5.4Termination of Affiliate Status.
5.5Affiliate Dues.
Article 6 MEETINGS OF MEMBERS
6.1Place of Meetings.
6.2Annual Meetings.
6.3Special Meetings
6.4Notice of Meetings.
6.5Waiving Notice.
6.6Persons Entitled to be Present.
6.7Chair of the Meeting.
6.8Quorum.
6.9Participation at Meetings by Telephone or Electronic Means
6.10Meeting Held by Electronic Means.
6.11Absentee Voting
6.12Votes to Govern.
6.13Show of Hands.
6.14Ballots.
6.15Resolution in Lieu of Meeting
Article 7 DIRECTORS
7.1Duty to Supervise Management.
7.2Board Composition
7.3Qualifications.
7.4Election and Term.
7.5Maximum Terms.
7.6Vacancy.
7.7Resignation.
7.8Removal.
7.9Director’s Statement.
7.10Filling Vacancies
7.11Executive Committee
7.12Other Committees.
7.13Remuneration and Expenses.
7.14Borrowing Powers.
Article 8 MEETINGS OF DIRECTORS
8.1Place and Frequency of Meetings.
8.2Regular Meetings
8.3Calling of Meetings.
8.4Right of President and CEO to Attend Meetings.
8.5Notice of Meeting.
8.6First Meeting of New Board.
8.7Quorum.
8.8No Alternate Directors.
8.9Resolutions in Writing.
8.10Participation at Meeting by Telephone or Electronic Means.
8.11Chair of the Meeting.
8.12Votes to Govern
Article 9 OFFICERS
9.1Officers.
9.2Appointment
9.3Term and Vacancies
9.4Removal of Officers.
9.5Remuneration of Officers.
9.6Description of Officers.
Article 10 CONFLICT OF INTEREST
10.1Compliance with Act
10.2Conflict of Interest Policy
Article 11 PROTECTION OF DIRECTORS, OFFICERS AND OTHERS
11.1Indemnification of Directors and Officers.
11.2Insurance.
Article 12 NOTICES
12.1Method of Giving Notices
12.2Omissions and Errors.
12.3Waiver of Notice.
Article 13 SPECIAL RESOLUTIONS
13.1Special Resolution.
Article 14 BY-LAWS AND EFFECTIVE DATE
14.1By-laws and Effective Date.
14.2Previous Act, etc.
Table of Contents1
BY-LAW NO. 1
A By-law relating generally to the conduct
of the affairs of
ASSOCIATION DES COLLÈGES COMMUNAUTAIRES DU CANADA/
ASSOCIATION OF CANADIAN COMMUNITY COLLEGES
(the “Corporation”)
BE IT ENACTED as a By-law of the Corporation as follows:
Article 1INTERPRETATION
1.1Definitions.
In this By-law and all other By-laws and resolutions of the Corporation, unless the context otherwise requires:
(a)“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;
(b)“Articles” means the original or restated articles of incorporation or articles of amendment, amalgamation, continuance, reorganization, arrangement or revival of the Corporation;
(c)“Board” means the Board of Directors of the Corporation;
(d)“By-laws” means this By-law and all other By-laws of the Corporation as amended and which are, from time to time, in force and effect;
(e)“Class A Member” means an institution admitted as a Class AMember of the Corporation in accordance with Section 3.3 of the By-laws;
(f)“Class B Member” means the person admitted as the Class B Member of the Corporation in accordance with Section 3.6 of the By-laws;
(g)“Director” means a member of the Board and includes an Elected Internal Director and an Elected Public Director;
(h)“Elected Internal Director” means a Director of the Corporation elected in accordance with subsection 7.2(a)of the By-laws;
(i)“Elected Public Director” means a Director of the Corporation elected in accordance with subsection 7.2(b)of the By-laws;
(j)“Meeting of Members” includes an annual meeting of Members and a special meeting of Members;
(k)“Members” includes Class A Members and the Class B Member.
(l)“Ordinary Resolution” means a resolution passed by a majority of not less than 50% plus1 of the votes cast on that resolution;
(m)“Region” means a region described in section 3.5 of the By-laws;
(n)“Regulations” means the regulations made under the Act, as amended, restated or in effect from time to time;
(o)“Special Business” shall have the meaning ascribed to it in paragraph 6.2(b)(v) of the By-laws;
(p)“Special Resolution” means a resolution passed by a majority of not less than two-thirds (2/3) of the votes cast on that resolution;
(q)“Voting Delegate” means an individual appointed by a Class A Memberin accordance with subsection 3.4(b)to attend and vote on such Member’s behalf at a Meeting of Members and who meets the eligibility requirements described in subsection 3.9.
1.2Interpretation.
In the interpretation of this By-law, unless the context otherwise requires, the following rules shall apply:
(a)except where specifically defined in the By-law, words, terms and expressions appearing in this By-law shall have the meaning ascribed to them under the Act;
(b)words importing the singular number only shall include the plural and vice versa;
(c)the word “person” shall mean an individual, body corporate, a partnership, a trust, a joint venture or an unincorporated association or organization; and
(d)the headings used in the By-laws are inserted for reference purposes only and are not to be considered or taken into account in construing the terms or provisions of the By-laws or to be deemed in any way to clarify, modify or explain the effect of any such terms or provisions.
1.3Language.
The French and English languages shall possess and enjoy equality of status and equal rights and privileges as to their use in all affairs of the Corporation.
Article 2GENERAL
2.1Registered Office.
The registered office of the Corporation shall be in the province of Ontario, and at such place therein as the Board shall determine from time to time.
2.2Corporate Seal.
The seal, an impression of which is stamped in the margin hereof, shall be the corporate seal of the Corporation.
2.3Fiscal Year.
The fiscal year of the Corporation shall end on March 31st of each year or as otherwise set by the Board.
2.4Execution of Documents.
(a)Deeds, transfers, assignments, contracts, obligations and other instruments in writing requiring execution by the Corporation may be signed by:
(i)any two (2) of the following officers: the Chair of the Board, the Vice-Chair of the Board, and the President and CEO; or
(ii)any one of the officers described in paragraph 2.4(a)(i) together with any one Director.
(b)The Board may also 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.
2.5Banking.
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 may designate, appoint or authorize from time to time by resolution. The banking business or any part of it shall be transacted by one or more officers of the Corporation and/or other persons as the Board may by resolution from time to time designate, direct or authorize.
2.6Annual Financial Statements.
The Corporation may, instead of sending copies of the annual financial statements and other documents referred to in subsection172(1) of the Act to the Members, give notice to its Members stating that the annual financial statements and documents provided in subsection172(1) are available at the registered office of the Corporation and any Member may, on request, obtain a copy of such documents free of charge at the registered office or by prepaid mail.
2.7Invalidity 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.
Article 3MEMBERS
3.1Membership Classes.
The Corporation is authorized to establish two (2) classes of membership, namely Class A membership and Class B membership.
3.2Eligibility - Class A Members.
(a)Class A Membership in the Corporation shall be institutional and, subject to subsections3.2(b) and 3.2(c), shall be available only tocolleges, institutes, cégeps, polytechnics, polytechnic universities,university colleges,universities that operate with a college mandate and other similar post-secondary institutions.
(b)The post-secondary institutions described in subsection 3.2(a) shall not be eligible for membership in the Corporation unless they:
(i)deliver post-secondary programs of the academic standard as set out by the appropriate jurisdictional authorities; and
(ii)operate as an integral part of a federal, provincial or territorial government’s educational activities and are funded substantially through that government.
(c)Additional eligibility requirements for Class A membership in the Corporation may be established by resolution of the Board.
3.3Admission and Term – Class A Members.
(a)A post-secondary institution described in subsection 3.2(a) that applies for Class A membership in the Corporation shall become a Class A Member upon such application being accepted by Ordinary Resolution of the Board or in such other manner as may be determined by the Board.
(b)A Class A Member’s term of membership is for one (1) year, renewable annually provided that such Member continues to meet the conditions provided in section 3.2 and is not in arrears of payment of any membership dues.
3.4Rights of Class A Members.
(a)Subject to subsection 3.4(b)of the By-laws, a Class A Member is entitled to receive notice of, attend and vote at a Meeting of Members.
(b)Subject to section 3.9 of the By-laws, a Class A Member is entitled to appoint up to five (5) Voting Delegates who shall be entitled to attend and vote at a Meeting of Members on such Member’s behalf.Each Voting Delegate so appointed shall have the right to exercise one (1) vote at a Meeting of Members.
(c)A Class A Member is entitled to services of the Corporation as determined by the Board.
3.5Regional Representation – Class A Members.
(a)For the purpose of nominating the Directors, the Class A Membersof the Corporation shall be divided into the following six (6) regions:
(i)British Columbia and the Yukon;
(ii)Alberta and the Northwest Territories;
(iii)Manitoba, Saskatchewan and Nunavut;
(iv)Ontario;
(v)Quebec; and
(vi)New Brunswick, Nova Scotia, Newfoundland and Labrador, and Prince Edward Island.
(b)A Class A Member located within the geographic boundaries of a Region shall be registered as a Member of such Region.
3.6Eligibility, Admission, Rights and Termination – Class B Membership.
(a)The only person eligible to be a Class B Member shall be the Chair of the Board of the Corporation.
(b)The Chair of the Board may be admitted as a Class B Member of the Corporation by Ordinary Resolution of the Board.
(c)If admitted, the Class B Member shall be entitled to attend Meetings of Members and to elect up to four (4) Elected Public Directors in accordance with subsection 7.2(b), but, except as otherwise provided by the Act, the Class B Member shall not be entitled to vote at a Meeting of Members.
(d)The Board shall have authority to terminate the membership of the Class B Member for any reason that the Board in its sole and absolute discretion considers to be reasonable, having regard to the purpose of the Corporation. Otherwise, the Class B Member shall automatically cease to be a Member when he or she ceases to be the Chair of the Board.
3.7Membership Dues.
The annual membership dues payable to the Corporation by the Class A Members shall be determined by the Board, and levied in accordance with such terms and conditions as shall be determined by the Board.If admitted to the membership, no dues shall be payable by the Class B Member.
3.8Transferability of Membership.
The interest of a Member in the Corporation is not transferable.
3.9Voting Delegates.
(a)The following persons may be appointed by a Class A Member as a Voting Delegate:
(i)the Chief Executive Officer of aClass A Member or a person designated in writing by and in lieu of such Chief Executive Officer;
(ii)administrators, students, faculty and staff of a Class A Member;
(iii)representatives of the community served by a Class A Member.
(b)A Class A Member shall give written notice of the name(s) of its Voting Delegate(s) to the Chair (or a person designated by the Chair for such purpose) and shall give similar notice, as soon as reasonably possible prior to any Meeting of Members, of any change in its delegation. The Chair (or designate) shall keep and maintain a register of all Voting Delegates.
3.10Termination of Class A Membership.
A Class A membership in the Corporation is terminated when:
(a)a Class A Member’s term of membership expires;
(b)aClass AMember is dissolved or otherwise ceases to exist;
(c)a Class AMember fails to maintain the eligibility requirements described in section 3.2 of the By-laws;
(d)aClass AMember withdraws from the Corporation in accordance with section 3.11 of the By-laws;
(e)aClass AMember is expelled in accordance with section 3.12of the By-laws;
(f)the Corporation is liquidated or dissolved pursuant to the Act.
3.11Withdrawal of Class A Members.
(a)Any Class A Member intending to withdraw from the Corporation shall notify the President and CEO in writing.
(b)A withdrawal shall be effective at the time it is received by the Corporation or at the time specified in the notice, whichever is later, provided that in either case the withdrawing Class AMember shall remain liable for any membership dues payable to the Corporation for the then current fiscal year of the Corporation.
3.12Discipline of Class A Members.
(a)The Board shall have the authority to suspend or expel any Class AMember for any one or more of the following grounds:
(i)breaching any provision of the Articles, By-laws, or written policies of the Corporation;
(ii)carrying out any conduct which may be detrimental to the Corporation, as determined by the Board in its sole discretion;
(iii)for any other reason that the Board in its sole and absolute discretion considers to be reasonable, having regard to the purpose of the Corporation.
(b)In the event that theBoard determines that a Class AMember should be expelled or suspended from membership in the Corporation, the President and CEO or the Chair shall provide twenty (20) days’ notice of suspension or expulsion to such Member and shall provide reasons for the proposed suspension or expulsion.
(c)The Class AMember may make written submissions to the President and CEO or the Chair, as may be designated by the Board, in response to the notice received within such twenty (20) day period.
(d)In the event that no written submissions are received by the President and CEO or the Chair, the President and CEO or the Chairmay notify the Class AMember that such Member is suspended or expelled from membership in the Corporation. If written submissions are received in accordance with this section, the Board will consider such submissions in arriving at a final decision and shall notify the Class AMember concerning such final decision within a further twenty (20) days from the date of receipt of the submissions.
(e)The Board’s decision shall be final and binding on the Class AMember, without any further right of appeal.
3.13Effect of Termination and Suspension
(a)A Class AMember whose membership has been terminated or suspended for any reason set out in Section 3.12 above (the “Exiting Member”) shall pay to the Corporation, on or before the date on which the termination or suspension, as the case may be, takes effect, all membership dues payable to the Corporation for the then current fiscal year of the Corporation levied up to the effective date of terminationor suspension.
(b)The rights of a Class AMember cease to exist on termination of the membership.
Article 4ACCC ASSOCIATES
4.1Entitlement.
The Corporation may accept as ACCC Associates organizations representing groups whose primary purpose is education or training, and whose mission/mandate is consistent with those of the Corporation, but which are not eligible for membership in the Association.
4.2Eligibility.
The Board shall have the right to determine the conditions required for an organization to be eligible to become an ACCC Associate.
4.3Rights and Services.
Organizations approved as ACCC Associates are entitled to Corporation services as determined by the Board, but are not eligible to vote on Corporation matters, to hold elective office in the Corporation, or to claim or advertise that they are Members of the Corporation. ACCC Associates shall also have the right to attend the annual meeting of Members, but not other meetings of Members.
4.4Termination of Associate Status.
Any organization intending to terminate its Associate status with the Corporation shall notify the President and CEO in writing. Associate status may be withdrawn at the discretion of the Board of Directors after the Associate has been given ninety (90) days’ written notice.
4.5Associate Dues.
The annual dues payable to the Corporation by Associates shall be determined by the Board of Directors, and levied in accordance with such terms and conditions as shall be determined by the Board.
Article 5CORPORATION AFFILIATES
5.1Entitlement.
The Board of Directors may invite other organizations that wish to support the aims, goals, programs or services of the Corporation to become Affiliates of the Corporation.
5.2Eligibility.
The nature, conditions and length of such affiliations shall be determined by the Board.
5.3Rights and Services.
Organizations invited to be Affiliates of the Corporation are entitled to Corporation services as determined by the Board, but are not eligible to vote on Corporation matters or to hold elective office in the Corporation. Affiliates of the Corporation shall also have the right to attend the annual meeting of Members, but not other meetings of Members.
5.4Termination of Affiliate Status.
Any organization intending to terminate its Affiliate status with the Corporation shall notify the President and CEO in writing. Affiliate status may be withdrawn at the discretion of the Board of Directors.
5.5Affiliate Dues.
The annual dues payable to the Corporation by Affiliates of the Corporation shall be determined by the Board of Directors, and levied in accordance with such terms and conditions as shall be determined by the Board.
Article 6MEETINGS OF MEMBERS
6.1Place of Meetings.
Meetings of Members shall be held at the head office of the Corporation or at any place within Canada determined by the Board or, if all of the Members entitled to vote at such meeting so agree, outside Canada, and, subject to section 6.2, on such day or days and at such time or times as the Board shall appoint.
6.2Annual Meetings.
(a)The Board shall call an annual meeting no later than fifteen (15) months after the last preceding annual meeting but not later than six (6) months after the end of the Corporation’s preceding financial year.
(b)The Board shall call an annual meeting of Members for the purpose of:
(i)considering the report of the Board and the report from the regional meetings that are held within the Annual Conference;
(ii)considering the financial statementsand/or reports of the public accountant required by the Act to be presented at the meeting;
(iii)electing Directors;
(iv)appointing a public accountant, if required under Part 12 of the Act, and transacting such other business as may properly be brought before the meeting or is required under the Act; and
(v)conducting any other business (“Special Business”), if any, provided that the requirements of subsection 6.4(c) have been complied with.
6.3Special Meetings.
(a)The Board may at any time call a special meeting of Members for the transaction of any business which may properly be brought before the Members. The Board shall call a special meeting of Members on written requisition of Members carrying not less than five per cent (5%) of the voting rights.