At its meeting on January 14, 2015, the Board of Directors amended the by-laws as outlined below. These amendments were effected in accordance with section 152 of the Canada Not-for-profit Corporations Act. The by-law amendments take immediate effect. At the next meeting of members, scheduled to be held in late-April 2015, the members of the Association must confirm or reject the amendments by ordinary resolution.
The revised bylaws may be viewed here.
The revised by-laws with changes noted in red may be viewed here.
The amendments are as follows:
a. The following paragraph is added to the by-laws
A minimum of two of the seven Directors must be women and a minimum of two of the seven Directors must be men.
b. Paragraph 3.04 is replaced by the following:
3.04 Nominating Directors
Prospective candidates will be nominated by the Nominations Committee or by the Membership.
3.04.01 Nominations Committee
The Board will appoint a nominations committee which is charged with identifying accomplished candidates for each available position. Nominations shall be in writing and shall bear the signatures of the nominee and the chair of the Nominations Committee. Candidates nominated by the nominations committee will be designated “Nominated by the Nominations Committee" in the Association's published election material. The nominations committee shall finalize its nominations no later than 45 days before the date of the Annual General Meeting.
3.04.02 Nominations from Membership
A candidate for director of the Association may be nominated by the members. General nominations, in writing, shall bear the signatures of the delegates of twenty-five members, and must be received by the Association no later than 30 days before the meeting date.
c. Paragraph 5.01 is replaced by the following:
5.01 Annual Meeting
The Association shall hold an Annual General Meeting each year at a place in the National Capital Region as arranged by the Board of Directors. The Annual General Meeting must be held within six months of end of the Association’s preceding financial year, in accordance with s. 160 of the Act and s. 61(2) of the Canada Not-for-profit Corporations Regulations, SOR/2011-223.
d. Section 10 is replaced by the following:
SECTION 10 – Amendments
10.1 Amendments by Members
Amendments to the by-laws may be made by special resolution at any meeting of members. Such amendments shall be filed with Industry Canada as required by the Act.
Any member entitled to vote at the meeting may propose an amendment.
10.2 Amendments by Directors
In accordance with s. 152 of the Act, the Directors may, by resolution, make, amend or repeal any by-laws that regulate the activities or affairs of the corporation, except in respect of matters referred to in subsection 197(1) of the Act. The Directors shall submit the by-law, amendment or repeal to the members at the next meeting of members, and the members may, by ordinary resolution, confirm, reject or amend the by-law, amendment or repeal. The by-law, amendment or repeal is effective from the date of the resolution of the Directors. If the by-law, amendment or repeal is confirmed, or confirmed as amended, by the members it remains effective in the form in which it was confirmed.