Constitution and by-laws
Article I — Name
Article II — Non-Profit Society
The work of the Association shall be carried on without purpose of financial gain for its members and any profit or other revenue that comes to the Association shall be used to promote its objectives.
Article III — Objectives
The objectives of the Association are the advancement of scholarly study, research, publication, and education about Canada’s ethnic and racialized groups. Among the ways in which it furthers its objectives are the holding of conferences and the publication of the Canadian Ethnic Studies/Etudes ethniques au Canada journal.
Article IV — Languages
English and French shall be the official and working languages of the Association and shall be used for all official documents.
Article V — Membership
1. Membership in the society shall be open to:
(a) regular members; persons qualified by reason of their interests in the objectives of the Association, upon payment of the regular membership fee;
(b) student members; persons qualified by reason of their interest in the objectives of the society and registered in a university or college program, upon payment of the student membership fee.
(c) Retired members; persons qualified by reason of their interest in the objectives of the society, and retired from full-time employment, upon payment of the retired membership fee.
And Institutional members; organizations and institutions interested in the objectives of the society, upon payment of the institutional membership fee.
2. The amount of the membership fees for all categories of members shall be such as determined by the members at a general meeting or approved by mail and/or electronic communication ballot, upon recommendation of the Board of Directors.
3. Any member may withdraw his membership by delivering a written resignation to the secretariat of the Association.
4. Any member may be required to resign following a resolution by three quarters of the members at a general meeting.
5. Upon termination of membership, a member shall not be entitled to any refund of membership dues paid.
6. Membership automatically ceases upon the non-payment of membership dues.
Article VI — Head Office
The head office of the Association shall be located at the address of the current President.
Article VII — General Meetings
1. Regular meetings of the members of the Association shall be held at the head office of the Association or elsewhere in Canada as the Board of Directors may designate, at such time and date as the Board of Directors shall designate. The meetings shall occur at least once in every three calendar years.
2. Notice of a general meeting and the agenda of the meeting shall be sent to each member one month prior to the date of the meeting.
3. In addition to any other business that may be transacted, the agenda of a
general meeting shall include:
(i) a report of the Directors;
(ii) a financial report
4. A quorum for the transaction of the business at a general meeting shall consist of fifteen members, present in person.
5. If a quorum is not present within 30 minutes after the time called for the meeting, or if there ceases to be a quorum present, the meeting shall stand adjourned to a time and place determined by the chairperson.
6. Each member shall have the right to exercise one vote.
7. At all meetings of members of the Association, every question shall be determined by a majority of votes unless otherwise specifically provided by the Canada Corporations Act or by these by-laws. In cases of equality, the chairperson of the meeting shall have a deciding vote.
8. Special general meetings may be called by the Board of Directors following the same procedure as that of the regular general meeting.
Article VIII — Board of Directors
1. The property and business of the Association shall be managed by a Board of eight Directors of whom three shall constitute a quorum.
2. One of the Directors of the Association shall be the Editor of the Canadian Ethnic Studies Association Journal; one of the Directors of the Association shall be the Past- President of the Association, and the remaining six Directors shall be elected at a general meeting.
3. (i) All members of the Board of Directors will serve for two years or until their successors are elected or appointed.
(ii) Directors shall be eligible for re-election at the general meeting of members.
(iii) A retiring Director shall remain in office until the dissolution or adjournment of the meeting at which his successor is elected.
(iv) Directors must be individuals at least 18 years of age, with power under law to contract.
4. The office of Director shall be automatically vacated:
(i) if a Director shall resign his/her office by delivering a written resignation to the Secretary-Treasurer of the Association;
(ii) if a Director is found to be of unsound mind;
(iii) if a Director becomes bankrupt or suspends payment or compound with his/her creditors;
(iv) if at a special general meeting of members a resolution is passed by three-quarters of the members present at the meeting that the Director be removed from office;
(v) on death; provided that if any vacancy occur for any reason in this paragraph contained, the Directors may by resolution fill the vacancy with a person in good standing on the books of the Association as a member.
5. Directors, as such, shall not receive any stated remuneration for their services, but, by resolution of the Board, expenses of their attendance at each regular or special meeting of the Board may be allowed.
6. The Directors may exercise all such powers of the Association as are not by the Canada Corporations Act or by these by-laws required to be exercised by the members at general meetings.
7. The Directors shall have power to authorize expenditures on behalf of the Association for the purpose of furthering the objects of the Association.
8. The Directors shall be generally responsible for conference programs of the Association and the Canadian Ethnic Studies/Etudes ethniques au Canada journal.
9. The Board of Directors shall be empowered to:
(i) execute the decisions of the general meetings,
(ii) define orientation and policies related to the objectives of the Association and consult the membership whenever appropriate,
(iii) authorize expenditures on behalf of the Association from time to time for the purpose of furthering the objects of the Association,
(iv) be responsible for the publications and conference programs of the Association,
(v) form committees as required and appoint their chairpersons and members.
10. Meetings of the Board of Directors may be held at any time and place to be determined by the Directors provided that five days’ notice of such meeting shall be sent in writing to each Director. No formal notice shall be necessary if all Directors are present at the meeting or waive notice thereof in writing.
Article IX — Committees
There shall be such committees as may be established from time to time by the Board of Directors or the general meeting of the members.
Article X — Elections
1. (i) A Nominating Committee consisting of a chairperson and two members shall be appointed the Board of Directors not less than three months before the general meeting.
(ii) The Nominating Committee shall prepare a list of offices to be filled at the general meeting and shall present its list of nominations at the general meeting.
(iii) The Nominating Committee shall call for nominations from the general membership, by mail and/or electronic communication, and shall include all such nominees supported by three members and who agree to be candidates on the ballot of candidates for election.
2. Nominations for offices may be made by any two members present at the general meeting.
3. The elections shall be determined by a simple plurality of votes cast.
Article XI — Officers
1. The officers of the Association shall be the President, the Vice-President, the Secretary-Treasurer, and such other officers as the Board of Directors may by by-law determine.
2. The officers shall be elected at the general meeting of members.
3. The officers of the Association shall hold office for up to three years and until their successors are elected or appointed in their stead. Officers may be re-elected.
4. The Board of Directors may appoint such agents and engage such employees as it shall deem necessary from time to time and such persons shall have authority and shall perform such duties as shall be prescribed by the Board at the time of such appointment.
5. The Board of Directors shall fix the remuneration of all officers, agents and employees by resolution. Such resolution shall have force and effect only until the next general or special general meeting of members when it shall be confirmed by resolution of the members, and in the absence of such confirmation by the members, then the remuneration to such officers, agents, or employees shall cease to be payable from the date of such meeting of members.
6. The President shall preside at all meetings of the Association and the Board of Directors and shall perform such other duties as the Board of Directors may assign to him/her.
7. In the absence or disability of the President, the Vice-President, the immediate Past- President, or the Secretary-Treasurer shall in succession perform the duties and exercise the powers of the president.
8. The Vice-President shall perform such duties as shall be imposed upon him/her by the Board of Directors.
9. The Secretary- Treasurer shall:
(i) be the custodian of the seal of the Association;
(ii) have the custody of the Association funds and securities;
(iii) keep full and accurate accounts of receipts and disbursements in books belonging to the Association;
(iv) deposit all moneys and other valuable effects in the name and to the credit of the Association and in such depositories as may be designated by the Board of Directors from time to time;
(v) disburse the funds of the Association as may be ordered by the Board, taking proper vouchers for such disbursements;
(vi) render to the President and Directors at the regular meeting of the Board, or whenever they may require it, an account of all his/her transactions as treasurer and of the financial position of the Association;
(vii) present a financial report to the general meeting;
(viii) attend all sessions of the Board and all meetings of the members and act as clerk thereof and record all votes and minutes of all proceedings in the books to be kept for that purpose, unless this duty is assigned by the Board to an administrative assistant;
(ix) give or cause to be given notice of all meetings of the members and of the Board of Directors;
(x) perform such other duties as may be prescribed by the Board of Directors or President.
Article XII — Finances
1. The financial year of the Association shall be the calendar year.
2. The members shall at each general meeting appoint an auditor to audit the accounts of the Association to hold office until the next general meeting provided that the Directors may fill any casual vacancy in the office of the auditor. The remuneration of the auditor shall be fixed by the Board of Directors.
3. Contracts, documents or any instruments in writing requiring the signature of the Association, shall be signed by any two of the President, or Vice-President or Secretary-Treasurer, and all contracts, documents and instruments in writing so signed shall be binding upon the Association without any further authorization of formality. The Directors shall have power from time to time by by-law to appoint an officer or officers on behalf of the Association either to sign contracts, documents and instruments in writing generally or to sign specific contracts, documents and instruments in writing. The seal of the Association when required may be affixed to contracts, documents and instruments in writing signed as aforesaid or by any officer or officers appointed by resolution of the Board of Directors.
Article II — Corporate Seal
The seal of the Association shall be located at the head office of the Association.
Article XIII — Constitutional Changes
1. Any proposal for enactment, repeal or amendment of the by-laws may be made by the Board of Directors or any five members by transmittal to the Secretary-Treasurer not less than one month before the general meeting or a special general meeting for the purpose of considering the change. The President shall forward a copy of the proposal to all members with the notice of the meeting.
2. The enactment, repeal or amendment of the by-laws shall be by by-law enacted by a two-thirds majority of members at a meeting duly called for the purpose of considering the said by-law.
3. When a mail and/or electronic communication ballot is conducted, ratification of the change shall require the approval of two-thirds of the members who return the ballot within the specified time; when discussed at a general meeting, ratification of the change shall require the approval of two-thirds of the members present at the said meeting.
Article XIV — Rules and Regulations
The Board of Directors may prescribe such rules and regulations not inconsistent with these by-laws relating to the management and operation of the Association as they deem expedient, provided that such rules and regulations shall have force and effect only until the next general meeting of the members of the Association when they shall be confirmed, and in default of confirmation at such general meeting of members shall at and from that time cease to have force and effect.