By-Laws


 TO BE IT ENACTED as a by-law of the Corporation as follows:

  1. Definition

In this by-law and all other by-laws of the Corporation, unless the context otherwise requires:

"Act" means the Canada Not-For-Profit Corporations Act S.C. 2009, c. 23 including the Regulations made pursuant to the Act, and any statute or regulations that may be substituted, as amended from time to time;

"articles" means the original or restated articles of incorporation or articles of amendment, amalgamation, continuance, reorganization, arrangement or revival of the Corporation;

"board" means the board of directors of the Corporation and "director" means a member of the board;

"by-law" means this by-law and any other by-law of the Corporation as amended and which are, from time to time, in force and effect;

"meeting of members" includes an annual meeting of members or a special meeting of members; "special meeting of members" includes a meeting of any class or classes of members and a special meeting of all members entitled to vote at an annual meeting of members;

"ordinary resolution" means a resolution passed by a majority of not less than 50% plus 1 of the votes case on that resolution;

"proposal" means a proposal submitted by a member of the Corporation that meets the requirements of section 163 (Member Proposals) of the Act;

"Regulations" means the regulations made under the Act, as amended, restated or in effect from time to time; and

"special resolution" means a resolution passed by a majority of not less than two-thirds (2/3) of the votes cast on that resolution.

  1. Corporate Seal

The Corporation may have a corporate seal in the form approved from time to time by the board. If a corporate seal is approved by the board, the secretary of the Corporation shall be the custodian of the corporate seal.

  1. Execution of Documents

Deeds, transfers, assignments, contracts, obligations and other instruments in writing requiring execution by the Corporation may be signed by any two (2) of its officers or directors. In addition, the board may from time to time direct the manner in which and the person or persons by whom a particular document or type of document shall be executed. Any person authorized to sign any document may affix the corporate seal (if any) to the document. Any signing officer may certify a copy of any instrument, resolution, by-law or other document of the Corporation to be a true copy thereof.

  1. Financial Year

The financial year end of the Corporation shall be November 30 in each year.

  1. Banking Arrangements

The banking business of the Corporation shall be transacted at such bank, trust company or other firm or corporation carrying on a banking business in Canada or elsewhere as the board of directors may designate, appoint or authorize from time to time by resolution. The banking business or any part of it shall be transacted by an officer or officers of the Corporation and/or other persons as the board of directors may by resolution from time to time designate, direct or authorize.

  1. Borrowing Powers

If authorized by a by-law which is duly adopted by the directors and confirmed by ordinary resolution of the members, the directors of the corporation may from time to time:

    1. borrow money on the credit of the corporation;
    2. issue, reissue, sell, pledge or hypothecate debt obligations of the corporation; and
    3. mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the corporation, owned or subsequently acquired, to secure any debt obligation of the corporation.

Any such by-law may provide for the delegation of such powers by the directors to such officers or directors of the corporation to such extent and in such manner as may be set out in the by-law.

Nothing herein limits or restricts the borrowing of money by the corporation on bills of exchange or promissory notes made, drawn, accepted or endorsed by or on behalf of the corporation.

  1. Annual Financial Statements

The Corporation may, instead of sending copies of the annual financial statements and other documents referred to in subsection 172(1) (Annual Financial Statements) of the Act to the members, publish a notice to its members stating that the annual financial statements and documents provided in subsection 172(1) are available at the registered office of the Corporation and any member may, on request, obtain a copy free of charge at the registered office or by prepaid mail.

  1. Membership Conditions

Fourteen (14) days' written notice by fax, mail or e-mail shall be given to each voting member of any annual or special general meeting of members. Notice of any meeting where special business will be transacted shall contain sufficient information to permit the member to form a reasoned judgement on the decision to be taken. Notice of each meeting of members must remind the member if he has the right to vote by proxy.

10. In order to be a voting member the member must be an owner in a Canadian independently owned automotive repair facility with no less than one full time licensed automotive technician. One vote is permitted per paid up member of the Canadian Automotive Independent Association to represent the position of that member business facility, regardless of the number of owners or number of facilities in a voting member business. Non-voting members may attend any members meeting but will not have a vote.

11. Each voting member present at a meeting shall have the right to exercise one vote. A member which is a shareholder, employee or director of the CIAA may, by means of a written proxy, appoint a proxyholder to attend and act at a specific meeting of members, in the manner and to the extent authorized by the proxy. A proxyholder must be a member of the association.

12. A majority of the votes cast by the members present and carrying voting rights shall determine the questions in meetings except where the vote or consent of a greater number of members is required by the Act or these By-laws.

13. No error or omission in giving notice of any annual or general meeting or any adjourned meeting, whether annual or general, of the members of the association shall invalidate such meeting or make void any proceedings taken thereat and any member may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat. For purpose of sending notice to any member, director or officer for any meeting or otherwise, the address of the member, director or officer shall be his last address recorded on the books of the association.

Pursuant to subsection 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendments to this section of the by-laws if those amendments affect membership rights and/or conditions described in paragraphs 197(1)(e), (h), (l) or (m).

  1. Membership Transferability

A membership may only be transferred to the Corporation. Pursuant to Section 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendment to add, change or delete this section of the by-laws.

  1. Notice of Members Meeting

Notice of the time and place of a meeting of members shall be given to each member entitled to vote at the meeting by telephonic, electronic or other communication facility to each member entitled to vote at the meeting, during a period of 21 to 35 days before the day on which the meeting is to be held. If a member requests that the notice be given by non-electronic means, the notice will be sent by mail, courier or personal delivery.

Pursuant to subsection 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendment to the by-laws of the Corporation to change the manner of giving notice to members entitled to vote at a meeting of members.

  1. Members Calling a Members' Meeting

The board of directors shall call a special meeting of members in accordance with Section 167 of the Act, on written requisition of members carrying not less than 5% of the voting rights. If the directors do not call a meeting within twenty-one (21) days of receiving the requisition, any member who signed the requisition may call the meeting.

  1. Absentee Voting at Members' Meetings

Pursuant to section 171(1) (Absentee Voting) of the Act, a member entitled to vote at a meeting of members may vote by mailed-in ballot or by means of a telephonic, electronic or other communication facility if the Corporation has a system that:

    1. enables the votes to be gathered in a manner that permits their subsequent verification, and
    2. permits the tallied votes to be presented to the Corporation without it being possible for the Corporation to identify how each member voted.

Pursuant to subsection 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendment to the by-laws of the Corporation to change this method of voting by members not in attendance at a meeting of members.

  1. Termination of Membership

A membership in the Corporation is terminated when:

    1. the member dies, or, in the case of a member that is a corporation, the corporation is dissolved;
    2. a member fails to maintain any qualifications for membership described in the section on membership conditions of these by-laws;
    3. the member resigns by delivering a written resignation to the chair of the board of the Corporation in which case such resignation shall be effective on the date specified in the resignation;
    4. the member is expelled in accordance with any discipline of members section or is otherwise terminated in accordance with the articles or by-laws;
    5. the member's term of membership expires; or
    6. the Corporation is liquidated or dissolved under the Act.
  1. Effect of Termination of Membership

Subject to the articles, upon any termination of membership, the rights of the member, including any rights in the property of the Corporation, automatically cease to exist.

  1. Discipline of Members

The board shall have authority to suspend or expel any member from the Corporation for any one or more of the following grounds:

    1. violating any provision of the articles, by-laws, or written policies of the Corporation;
    2. carrying out any conduct which may be detrimental to the Corporation as determined by the board in its sole discretion;
    3. 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.

In the event that the board determines that a member should be expelled or suspended from membership in the Corporation, the president, or such other officer as may be designated by the board, shall provide twenty (20) days notice of suspension or expulsion to the member and shall provide reasons for the proposed suspension or expulsion. The member may make written submissions to the president, or such other officer as may be designated by the board, in response to the notice received within such twenty (20) day period. In the event that no written submissions are received by the president, the president, or such other officer as may be designated by the board, may proceed to notify the member that the 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 member concerning such final decision within a further twenty (20) days from the date of receipt of the submissions. The board's decision shall be final and binding on the member, without any further right of appeal.

  1. Proposals Nominating Directors at Annual Members' Meetings

Subject to the Regulations under the Act, any proposal may include nominations for the election of directors if the proposal is signed by not less than 5% of members entitled to vote at the meeting at which the proposal is to be presented.

  1. Cost of Publishing Proposals for Annual Members' Meetings

The member who submitted the proposal shall pay the cost of including the proposal and any statement in the notice of meeting at which the proposal is to be presented unless otherwise provided by ordinary resolution of the members present at the meeting.

  1. Place of Members' Meeting

Subject to compliance with section 159 (Place of Members' Meetings) of the Act, meetings of the members may be held 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.

  1. Persons Entitled to be Present at Members' Meetings

Members, non-members, directors and the public accountant of the Corporation are entitled to be present at a meeting of members. However, only those members entitled to vote at the members' meeting according to the provisions of the Act, articles and by-laws are entitled to cast a vote at the meeting.

  1. Chair of Members' Meetings

In the event that the chair of the board and the vice-chair of the board are absent, the members who are present and entitled to vote at the meeting shall choose one of their number to chair the meeting.

  1. Quorum at Members' Meetings

A quorum at any meeting of the members (unless a greater number of members are required to be present by the Act) shall be 20 percent of the members entitled to vote at the meeting. If a quorum is present at the opening of a meeting of members, the members present may proceed with the business of the meeting even if a quorum is not present throughout the meeting.

  1. Votes to Govern at Members' Meetings

At any meeting of members every question shall, unless otherwise provided by the articles or by-laws or by the Act, be determined by a majority of the votes cast on the questions. In case of an equality of votes either on a show of hands or on a ballot or on the results of electronic voting, the chair of the meeting in addition to an original vote shall have a second or casting vote.

  1. Participation by Electronic Means at Members' Meetings

If the Corporation chooses to make available a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during a meeting of members, any person entitled to attend such meeting may participate in the meeting by means of such telephonic, electronic or other communication facility in the manner provided by the Act. A person participating in a meeting by such means is deemed to be present at the meeting. Notwithstanding any other provision of this by-law, any person participating in a meeting of members pursuant to this section who is entitled to vote at that meeting may vote, in accordance with the Act, by means of any telephonic, electronic or other communication facility that the Corporation has made available for that purpose.

  1. Members' Meeting Held Entirely by Electronic Means

If the directors or members of the Corporation call a meeting of members pursuant to the Act, those directors or members, as the case may be, may determine that the meeting shall be held, in accordance with the Act and the Regulations, entirely by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting.

  1. Number of Directors

The property and business of the association shall be managed by a board of directors, comprised of a minimum of three directors and a maximum of 20 directors. The number of directors shall be determined from time to time by a majority of the directors at a meeting of the board of directors and sanctioned by an affirmative vote of at least two-thirds (2/3) of the members at a meeting duly called for the purpose of determining the number of directors to be elected to the board of directors. Directors must be individuals, 18 years of age, with power under law to contract. No less then 2/3 of the Board of Directors must be voting members of the CIA Association. The applicants for incorporation shall become provisional directors of the CIA Association whose term of office shall continue until their successors are elected. The election to determine the successors, for the first elected positions for the Board of Directors, must be held prior to the end of the first fiscal year end of the CIA Association. The newly elected Board of Directors shall then replace the provisional directors named in the Letters Patent of the association.

  1. Term of Office of Directors

At the first election of Directors following the approval of this by-law, one-third (1/3) directors shall be elected for a three-year term, one-third (1/3) directors shall be elected for a two-year term and one-third (1/3) directors shall be elected for a one-year term. Thereafter, except where an election is held to fill the unexpired portion of a term, newly elected directors shall be elected for three-year (3) terms.

  1. Calling of Meetings of Board of Directors

Meetings of the board may be called by the chair of the board, the vice-chair of the board or any two (2) directors at any time. If the Corporation has only one director, that director may call and constitute a meeting.

  1. Notice of Meeting of Board of Directors

Notice of the time and place for the holding of a meeting of the board shall be given in the manner provided in the section on giving notice of meeting of directors of this by-law to every director of the Corporation not less than 5 days before the time when the meeting is to be held. Notice of a meeting shall not be necessary if all of the directors are present, and none objects to the holding of the meeting, or if those absent have waived notice of or have otherwise signified their consent to the holding of such meeting. Notice of an adjourned meeting is not required if the time and place of the adjourned meeting is announced at the original meeting. Unless the by-law otherwise provides, no notice of meeting need specify the purpose or the business to be transacted at the meeting except that a notice of meeting of directors shall specify any matter referred to in subsection 138(2) (Limits on Authority) of the Act that is to be dealt with at the meeting.

  1. Regular Meetings of the Board of Directors

The board may appoint a day or days in any month or months for regular meetings of the board at a place and hour to be named. A copy of any resolution of the board fixing the place and time of such regular meetings of the board shall be sent to each director forthwith after being passed, but no other notice shall be required for any such regular meeting except if subsection 136(3) (Notice of Meeting) of the Act requires the purpose thereof or the business to be transacted to be specified in the notice.

  1. Votes to Govern at Meetings of the Board of Directors

At all meetings of the board, every question shall be decided by a majority of the votes cast on the question. In case of an equality of votes, the chair of the meeting in addition to an original vote shall have a second or casting vote.

  1. Appointment of Officers

The board may designate the offices of the Corporation, appoint officers on an annual or more frequent basis, specify their duties and, subject to the Act, delegate to such officers the power to manage the affairs of the Corporation. A director may be appointed to any office of the Corporation. An officer may, but need not be, a director unless these by-laws otherwise provide. Two or more offices may be held by the same person.

  1. Description of Offices

. The officers of the association shall be a president, vice-president, secretary and treasurer. Officers may be directors and a minimum of 2/3 of the officers must be voting members of the CIA Association.

28. The president shall be elected at an annual meeting of members. Officers other than president of the association shall be appointed by resolution of the board of directors at the first meeting of the board of directors following an annual meeting of members.

29. The officers of the association shall hold office for 3 years from the date of appointment or election or until their successors are elected or appointed in their stead. Officers shall be subject to removal by special resolution with a 2/3 majority vote by the board of directors at any time

  1. Vacancy in Office

In the absence of a written agreement to the contrary, the board may remove, whether for cause or without cause, any officer of the Corporation. Unless so removed, an officer shall hold office until the earlier of:

    1. the officer's successor being appointed,
    2. the officer's resignation,
    3. such officer ceasing to be a director (if a necessary qualification of appointment) or
    4. such officer's death.

If the office of any officer of the Corporation shall be or become vacant, the directors may, by resolution, appoint a person to fill such vacancy.

  1. Invalidity of any Provisions of this By-law

The invalidity or unenforceability of any provision of this by-law shall not affect the validity or enforceability of the remaining provisions of this by-law.

  1. Omissions and Errors

The accidental omission to give any notice to any member, director, officer, member of a committee of the board or public accountant, or the non-receipt of any notice by any such person where the Corporation has provided notice in accordance with the by-laws or any error in any notice not affecting its substance shall not invalidate any action taken at any meeting to which the notice pertained or otherwise founded on such notice.

  1. By-laws and Effective Date

Subject to the articles, the board of directors may, by resolution, make, amend or repeal any by-laws that regulate the activities or affairs of the Corporation. Any such by-law, amendment or repeal shall be effective from the date of the resolution of directors until the next meeting of members where it may be confirmed, rejected or amended by the members by ordinary resolution. If the by-law, amendment or repeal is confirmed or confirmed as amended by the members it remains effective in the form in which it was confirmed. The by-law, amendment or repeal ceases to have effect if it is not submitted to the members at the next meeting of members or if it is rejected by the members at the meeting.

This section does not apply to a by-law that requires a special resolution of the members according to subsection 197(1) (fundamental change) of the Act because such by-law amendments or repeals are only effective when confirmed by members.

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Date modified:

2014-07-31

By-laws for Canadian Independent Automotive Association

 

Head Office

2.   Until changed in accordance with the Act, the Head Office of the association shall be in the City of Calgary, in the Province of Alberta.

3.   Membership in the association shall be limited to perosns interested in furthering the objects of the assocation and shall consist of anyone whose application for admission as a member has received the approval of the board of directors of the association. There shall be no membership fees or dues unless otherwise durected by the board of directors. The "Shop" is the member with the major shareholder having the voting right.

4.    Any member may withdraw from the association by delivering to the association a written resignation and lodging a copy of the same with the secretary of the association.

5.    Any member may be required to resign by a vote of three-quarters (3/4) of the members of an 8 person "Membership Review Committee". The "Membership Review Committee" will be elected at an annual meeting. 

6.    A member may be reuiqred to withdraw from membership as result of a decision taken by the board of directors, having first allowed such a member full and fair opportunity to address the issues surrounding the requirement to withdraw. Members who are in arrears for the annual fees and assessments and who remain in arrears after 3 months of the fees and assessments becoming due shall automatically forfeit their membership without further notice to them. In order to be re-instated as a member a former member shall pay such fees & assessments and comply with such reasonable requiremement as the Board of Directors may require.


Members Meetings

7.    The annual or any other general meeting of the members shall be held at the head office of the association or at any place in Canada as the board of directors may determine and on such day as the said directors shall appoint. The members may resolve that a particular meeting of members be held outside of Canada.

8.    At every annual meeting, in addition to any other business that may be transacted, the report of the directors, the financial statement and the report of the auditors shall be presented and auditors appointed for the ensuing year. The members may consider and transact any board of directors or the president or vice-president shall have power to call, at any time, a general meeting of the members of the association. The board of directors shall call a special general meeting of members on written requisition of members carrying not less than 5% of the voting rights. Twenty members present in person at a meeting will constitute a quorum.

9.    Fourteen (14) days' written notice by fax, mail or e-mail shall be given to each voting member of any annual or special general meeting of members. Notcie of any meeting where special business will be transacted shall contain sufficient information to permit the member to form a reasoned judgment on the decision to be taken. Notice of each meeting of members must remind the member if he has the right to vote by proxy.

10.  In order to be a voting member the member must be an owner in a Canadian independently owned automotive repair facility with no less than one full time licensed automotive technician. One vote is permitted per paid up member of the Canadian Automotive Independent Association to represent the position of that member business facility, regardless of the number of owners or number of facilities in a voting member business. Non-voting members may attend any members meeting but will not have a vote.

11.  Each voting member present at a meeting shall have the right to exercise one vote. A member which is a shareholder, employee or director of the IASP may, by means of a written proxy, appoint a proxyholder to attend and act at a specific meeting of members, in the manner and to the extent authorized by the proxy. A proxyholder must be a member of the association.

12.  A majority of the votes cast by the members present and carrying voting rights shall determine the questions in meetings except where the vote or consent of a greater number of members is required by the Act or these By-laws.

13.  No error or omission in giving notice of any annual or general meeting or any adjourned meeting, whether annual or general, of the members of the association shall invalidate such meeting or make void any proceedings taken thereat and any member may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat. For purpose of sending notice to any member, director or officer for any meeting or otherwise, the address of the member, director or officer shall be his last address recorded on the books of the association.


Board of Directors

14. The property and business of the association shall be managed by a board of directors, comprised of a minimum of three directors and a maximum of 20 directors. The number of directors shall be determined from time to time by a majority of the directors at a meeting of the board of directors and sanctioned by an affirmative vote of at least two-thirds (2/3) of the members at a meeting duly called for the purpose of determining the number of directors to be elected to the board of directors. Directors must be individuals, 18 years of age, with power under law to contract. No less then 2/3 of the Board of Directors must be voting members of the CIA Association. The applicants for incorporation shall become provisional directors of the CIA Association whose term of office shall continue until their successors are elected. The election to determine the successors, for the first elected positions for the Board of Directors, must be held prior to the end of the first fiscal year end of the CIA Association. The newly elected Board of Directors shall then replace the provisional directors named in the Letters Patent of the association.

15. The initial elected Board of Director positions shall be divided into 10 positions that shall hold office for a 2-year term and 10 positions that will hold office for a 3-year term. This will result in a combined total of 20 positions for the office of director. Upon completion of the initial 2 and 3 years terms, all future elected board of director positions shall hold the office of director for a 2-year term. An elected board of director may hold office of director for no more then 2 consecutive terms in office. Elections will be held once every year at the annual general meeting to determine the successor for the board of director positions that are up for election that year. The current board of director that holds office for each of the positions will remain until the successor is elected in their stead.

16. The office of director shall be automatically vacated: a. if at a special general meeting of members, a resolution is passed by 2/3 of the members present at the meeting that he be removed from office; b. if a director has resigned his office by delivering a written resignation to the secretary of the association; c. if he is found by a court to be of unsound mind; d. if he becomes bankrupt or suspends payment or compounds with his creditors; e. on death; provided that if any vacancy shall occur for any reason in this paragraph contained, the board of directors by majority vote, may, by appointment, fill the vacancy with a member of the association.

17. The directors shall serve as such without remuneration and no director shall directly or indirectly receive any profit from his position as such; provided that a director may be paid reasonable expenses incurred by him in the performance of his duties. Nothing herein contained shall be construed to preclude any director from serving the association as an officer or in any other capacity and receiving compensation therefore.

18. A retiring director shall remain in office until the dissolution or adjournment of the meeting at which his retirement is accepted and his successor is elected.


Powers of Directors

19. The directors of the association may administer the affairs of the association in all things and make or cause to be made for the association, in its name, any kind of contract which the association may lawfully enter into and, save as hereinafter provided, generally, may exercise all such other powers and do all such other acts and things as the association is by its charter or otherwise authorized to exercise and do.

20. The directors shall have power to authorize expenditures on behalf of the association from time to time and may delegate by resolution to an officer or officers of the association the right to employ and pay salaries to employees. The directors shall have the power to enter into a trust arrangement with a trust company for the purpose of creating a trust fund in which the capital and interest may be made available for the benefit of promoting the interest of the association in accordance with such terms as the board of directors may prescribe. The board of directors is hereby authorized, from time to time a. to borrow money upon the credit of the association, from any bank, association, firm or person, upon such terms, covenants and conditions at such times, in such sums, to such an extent and in such manner as the board of directors in its discretion may deem expedient; b. to limit or increase the amount to be borrowed; c. to issue or cause to be issued bonds, debentures or other securities of the association and to pledge or sell the same for such sums, upon such terms, covenants and conditions and at such prices as may be deemed expedient by the board of directors; d. to secure any such bond, debentures or other securities, or any other present or future borrowing or liability of the company, by mortgage, hypothec, charge or pledge of 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.



21. The board of directors shall take such steps as they may deem requisite to enable the association to acquire, accept, solicit or receive legacies, gifts, grants, settlements, bequests, endowments and donations of any kind whatsoever for the purpose of furthering the objects of the association.



22. 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 such authority and shall perform such duties as shall be prescribed by the board of directors at the time of such appointment.



23. Remuneration for all officers, agents and employees and committee members shall be fixed by the board of directors by resolution. 



 

Director's Meetings

24. Meetings of the board of directors may be held at any time and place to be determined by the directors provided that 48 hours written notice of such meeting shall be given, other than by mail, to each director. Notice by mail shall be sent at least 14 days prior to the meeting. There shall be at least two (2) meetings per year of the board of directors. No error or omission in giving notice of any meeting of the board of directors or any adjourned meeting of the board of directors of the association shall invalidate such meeting or make void any proceedings taken thereat and any director may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat. Each director is authorized to exercise one (1) vote. 



25. A majority of directors in office shall constitute a quorum for meetings of the board of directors. Any meeting of the board of directors at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions by or under the by-laws of the association. 


 

Indemnities to Directors and Others



26. Every director of the association 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 association, from and against; a. all costs, charges and expenses which such director 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 willful neglect or default. 



 

Officers



27. The officers of the association shall be a president, vice-president, secretary and treasurer. Officers may be directors and a minimum of 2/3 of the officers must be voting members of the CIA Association. 



28. The president shall be elected at an annual meeting of members. Officers other than president of the association shall be appointed by resolution of the board of directors at the first meeting of the board of directors following an annual meeting of members. 



29. The officers of the association shall hold office for 3 years from the date of appointment or election or until their successors are elected or appointed in their stead. Officers shall be subject to removal by special resolution with a 2/3 majority vote by the board of directors at any time.

 

Duties of Officers

30. The president shall be the chief executive officer of the association. He shall preside at all meetings of the association and of the board of directors. He shall have the general and active management of the affairs of the association. He shall see that all orders and resolutions of the board of directors are carried into effect.

31. The vice-president shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties as shall from time to time be imposed upon him by the board of directors. 



32. The treasurer shall have the custody of the funds and securities of the association and shall keep full and accurate accounts of all assets, liabilities, receipts and disbursements of the association in the books belonging to the association and shall deposit all monies, securities and other valuable effects in the name and to the credit of the association in such chartered bank of trust company, or, in the case of securities, in such registered dealer in securities as may be designated by the board of directors from time to time. He shall disburse the funds of the association as may be directed by proper authority taking proper vouchers for such disbursements, and shall render to the president and directors at the regular meeting of the board of directors, or whenever they may require it, an accounting of all the transactions and a statement of the financial position, of the association. He shall also perform such other duties as may from time to time be directed by the board of directors.



33. The secretary may be empowered by the board of directors, upon resolution of the board of directors, to carry out his affairs of the association generally under the supervision of the officers thereof and shall attend all meetings and act as clerk thereof and record all votes and minutes of all proceedings in the books to be kept for that purpose. He shall give or cause to be given notice of all meetings of the members and of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall be custodian of the seal of the association, which he shall deliver only when authorized by a resolution of the board of directors to do so and to such person or persons as may be named in the resolution.

34. The duties of all other officers of the association shall be such as the terms of their engagement call for or the board of directors requires of them. 



 

Committees or Chapters



35.The board of directors may appoint committees or chapters whose members will hold their offices at the will of the board of directors. The directors shall determine the duties of such committees and may fix by resolution, any remuneration to be paid. Each and every committee or chapter of the CIA Association shall be chaired by a member of the Board of Directors, appointed by a CIAA Board motion, and shall report on a regular basis to the Board on the status of the work of the committee or chapter

 

Execution of Documents 



36. Contracts, documents or any instruments in writing requiring the signature of the association, shall be signed by any two officers and all contracts, documents and instruments in writing so signed shall be binding upon the association without any further authorization or formality. The directors shall have power from time to time by resolution to appoint an officer or officers on behalf of the association to sign specific contracts, documents and instruments in writing. The directors may give the association's power of attorney to any registered dealer in securities for the purposes of the transferring of and dealing with any stocks, bonds, and other securities of the association. 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.

37. The Association may, by resolution, deliver such banking resolutions and other banking documents as it deems advisable. It may also authorize persons, including employees of the Association, to sign such banking documents on behalf of the Association, provided always that such delegation of such signing authority shall be first authorized in writing by the Board of Directors at a meeting. Where persons sign bank documents or receive bank information and are not officers of the association or members of the Board of Directors, the Board may, in its discretion, secure a fidelity bond or other similar instrument for the protection of both the Association and the person so authorized. 

Minutes of Board of Directors (and Executive Committee) 



38. The minutes of the board of directors will be made available to the general membership of the CIAA for viewing or duplication through a registered office by appointment only. A copy of the minutes will be distributed to the Board of Directors upon completion.

 

Financial Year 



39. Unless otherwise ordered by the board of directors, the fiscal year end of the association shall be November 30

Amendment of By-Laws 



40. The by-laws of the association not embodied in the letters patent may be repealed or amended by by-law, or a new by-law relating to the requirements of subsection 155(2) of the Canada Corporations Act, may be enacted by a majority of the directors at a meeting of the board of directors and sanctioned by an affirmative vote of at least two-thirds (2/3) of the members at a meeting duly called for the purpose of considering the said by-law, provided that the repeal or amendment of such by-laws shall not be enforced or acted upon until the approval of the Minister of Industry has been obtained. 



 

Auditors  



41. The members shall, at each annual meeting, appoint an auditor to audit the accounts and annual financial statements of the association for report to the members at the next annual meeting. The auditor shall hold office until the next annual 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.

 

Books & Records 



42. The directors shall see that all necessary books and records of the association required by the by-laws of the association or by any applicable statute or law are regularly and properly kept. 



 

Rules and Regulations



43. 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 annual meeting of the members of the association when they shall be confirmed, and failing such confirmation at such annual meeting of members, shall at and from that time cease to have any force and effect.

 

Interpretation 



44. In these by-laws and in all other by-laws of the association hereafter passed unless the context otherwise requires, words importing the singular number or the masculine gender shall include the plural number or the feminine gender, as the case may be, and vice versa, and references to persons shall include firms and associations.