THE SOCIETIES ACT
THE CANADIAN CELIAC SPRUE ASSOCIATION
as amended March 21, 1992
ARTICLE 1 MEMBERSHIP
SECTION 1: Members:
Members shall be members of Celiac Sprue families and all other persons desiring to assist in furthering the purpose of the Canadian Celiac Sprue Association. Any member wishing to withdraw from membership may do so upon a notice in writing to the Board of Directors through its’ Secretary.
ARTICLE 2 MEETINGS
SECTION 1:Annual Meeting:
The Annual Meeting will be held, within five (5) months after the close of each fiscal year of the Association, upon the call of the Board of Directors. The Annual Meeting shall be held in the City of Calgary or elsewhere within Alberta as the Board of Directors shall determine. The following items of business shall be dealt with at the Annual Meeting:
a. The Annual Meeting of the Directors
h. The report of the Treasurer
c. The election of the Directors
d. Such other business as may properly come before the meeting.
SECTION 2:Special Meeting of the Association:
Special meeting of the Association may be called by the Board of Directors, or the President or by the Vice President of the Association upon request in writing of not less than five percent of the members of
the Association in good standing. Notice of a special meeting of members shall state the general nature of the business which is to be transacted at it, and no other business other than that mentioned in the notice
calling the meeting shall be transacted at such meeting. Any special meeting of members shall be held in the City of Calgary or elsewhere within Alberta as the Board of Directors shall determine.
SECTION 3:Notice of Meetings:
No less than ten (10) days notice shall be given of the Annual or any special meeting of the Association. Without restricting the manner in which notice may be given, notice of the Annual or of any special meeting shall be sufficiently and properly given if sent by mail to each member named on the membership roll kept at the business office addressed to such member at the last address for such member shown on the membership roll.
At any Annual or special meeting of five members in good standing, present or by proxy, shall constitute a quorum.
SECTION 5: Voting:
Every question submitted to any meeting shall be decided in the first in stance by show of hands. If at any meeting a poll is demanded on any question, it shall be taken in such manner as the Chairman directs, but a
demand for a poll may be withdrawn. In the case of an equality of votes, the Chairman, both on a show of hands and at a poll, shall not have a casting vote in addition to the vote to which he may be entitled as a member and on an equality of votes, the Chairman shall declare that the motion has been defeated. A declaration by the Chairman at any meeting, unless a poll is demanded, that a resolution has been carried or carried unanimously, or by any particular majority shall be conclusive evidence of the fact. Every member in good standing shall have one vote at any meeting of the Association and such votes may be made in person or by proxy.
ARTICLE 3: DUES
SECTION 1: Annual Dues:
Each member shall pay to the Treasurer, prior to the Annual Meeting, annual dues according to the rate approved by the Board of Directors. Any change of the rate shall be done at the Annual Meeting.
SECTION 2: Waiver:
The Board of Directors may waive the payment of dues of any member.
ARTICLE 4: DIRECTORS
SECTION 1:Duties and Powers:
All powers to make decisions between Annual Meeting and otherwise control and direct the affairs of the Association shall be vested and exercised by the Board of Directors, except as herein otherwise provided. The Board of Directors shall consist of the President, the Vice President, Treasurer, Secretary and seven (7) other members in good standing who are not officers.
SECTION 2: Qualifications:
All Directors must be members in good standing of the Association.
SECTION 3: Election and Removal of Directors:
a. Provision is made for the division of the board of Directors into two groups. Beginning with the Annual General Meeting in 1992, a total of eleven (ll) Directors shall be elected in the two groups aforesaid; one group to hold office for a term of one year from their date of their election and a second group who shall hold office for a term of two (2) years from their date of election. At each subsequent Annual General Meeting, the appropriate number
of Directors shall be elected for a term of two years or until their successors are elected, whichever is earlier, to replace the Directors of the group whose members retire from office.
b. The office of a Directors shall be vacated:
l. Upon his death ,
2. If he becomes of unsound mind
3. If he ceases to hold the membership required to quality him for office,
4. If by notice in writing to the Board he resigns his office.
5. If he is removed by the affirmative vote of two-thirds of the members entitled to vote thereat at the special meeting of members called for that purpose.
c. The term of a Director shall begin at the date of election and end at the earlier of two years and the date on which his successor is elected.
d. Any vacancy occurring on the Board of Directors may be filled by appointment by the remaining Directors, and any Director so appointed to fill the vacancy on the Board of Directors shall hold office only for the balance of the unexpired term of the Director whose place he fills.
e. All Directors shall be eligible for re-election or re-appointment, as the case may be.
SECTION 4: Meeting of the Board of Directors:
Meetings of the Board of Directors may be held either in the City of Calgary or elsewhere as the Directors may from time to time determine. A meeting of the Board of Directors may be convened by the President or any two Directors at any time, and the Secretary thereupon shall give proper notice of the meeting. A meeting of the Board of Directors may be held atany time, without formal notice, if all the Directors are present or those absent have signified their consent in writing to the meeting being held in their absence. No less than five (5) days notice shall be given of any meeting of the Board of Directors shall be sufficiently and properly given if sent by mail to each of the Directors shown on the membership roll. Notice of any meeting or any irregularity in the notice thereof may
be waived by any member of the Board of Directors.
SECTION 5: Quorum:
A simple majority present personally, or by proxy, of the Board of Directors shall form a quorum of the Board of Directors for the transaction of business.
SECTION 6: Majority Vote:
Matters at any meeting of the Board of Directors shall be decided by a majority of votes. In the case of equality of votes, the Chairman, in addition to his original vote, shall not have a second casting vote and on
an equality of votes, the Chairman shall declare that the motion has been defeated.
SECTION 7: Remuneration:
No remuneration shall be paid to any member of the Board of Directors and expenses shall be paid only as may be determined by resolution of the Board of Directors.
SECTION 8: Personal liability:
The Directors for the time being and everyone of them and every of their heirs, executors and administrators shall be indemnified and saved harmless out of the assets of the Association from and against all actions, costs, charges, losses, damages and expenses which they or any of them, their or any of their heirs, executors or administrators shall or may incur or sustain by or by reason of any act done, concurred in or omitted in or about the execution of their duty in their respective offices except such (if any) as they shall incur or sustain by or through their own wilful neglect or default respectively.
SECTION 9: Advisory Board:
There shall be a Professional Advisory Board of the Calgary Chapter with terms of reference approved by the Board of Directors of the Calgary Chapter. The Professional Advisory Board shall be composed of the
co-chairpersons of the Advisory Board and such other members as the Board shall determine from time to time.
ARTICLE 5: OFFICERS
SECTION 1: Qualifications:
The officers of this chapter shall be: President, Vice President, Secretary and Treasurer. All officers must be members in good standing of the Association.
SECTION 2: Election of Officers:
At the initial meeting of the Association and thereafter at each Annual Meeting, the election of the officers shall take place. The officers shall hold office until their elected successors assume their duties. The officers shall be eligible for re-election if otherwise qualified.
SECTION 3: Duties of the President:
The President shall be the chief executive officer of the Association. He shall, if present, preside at all meeting of the members and Directors, he shall sign all instruments which require the signature of the President, he shall be able to counter-sign all negotiable instruments with the Vice-President, Treasurer or Secretary of the Association; he shall perform all duties incident to his office and shall have such other powers and duties as may from time to time be assigned to him by the Board of Directors. He shall serve as ex-officio member of each committee of the Board of Directors.
SECTION 4: Duties of Vice-President:
The Vice-President shall be vested with all the powers and shall perform all the duties of the President in the absence or inability or refusal to act of the President. If both President and Vice-President are absent, a President protem shall be selected by the Board of Directors. The Vice-President shall be able to counter-sign all negotiable instruments with the President, Treasurer or Secretary.
SECTION 5: Duties of the Secretary:
The Secretary shall issue or cause to be issued notices of all meetings of the Board of Directors, Annual and Special Meetings of the Association when directed or as authorized by these by-laws so to do; he shall have
charge of the seal of the Association, which seal whenever used shall be authenticated by the signature of the Secretary and the President, or, in the case of death or the inability of either to act, by the Vice- President. He shall perform such other duties as the Board of Directors may, from time to time, properly require of him. Upon the resignation or election of a successor of office, all books, papers and other property belonging to the Association shall be surrendered to him. The Secretary shall attend all meetings of the Association and of the Board and keep
accurate minutes of the same.
SECTION 6:Duties of the Treasurer:
a. To take charge of all funds, securities of the Association and to receive all moneys due, and to deposit same to the credit of the Association in a chartered bank or Trust Company designated by the Board of Directors.
b. To keep a faithful account of all expenditures and receipts in a book belonging to the Association.
c. To pay, out of the funds of the Association, all such bills as are approved by the Board of Directors, and to obtain and preserve receipts and vouchers thereof.
d. To prepare quarterly reports of the financial statement of the affairs of the Association.
e. To prepare a complete financial statement of the affairs of the Association for presentation to the Board of Directors at the last meeting of the Board of Directors before the Annual Meeting.
f. When called upon to do so, to allow any Director or officer of the Association at the business address of the Association or elsewhere at any reasonable hour during the day.
g. To be responsible for the collection of moneys, dues and fees, and to record in a book or books the amount of fees or dues paid in by each member.
h. To perform such other duties as may be assigned to him by the Board of Directors.
i. To prepare a complete financial statement of the affairs of the Association and submit same to the Annual Meeting. The said statement shall be audited by two members of the Association elected for that purpose at the previous annual meeting. The books and records of the Association may be inspected by any member of the Association at the Annual Meeting or at any time upon giving reasonable notice and arranging a time satisfactory
to the officer or officers having charge of the same. Each member of the Board shall at all times have access to such books and records.
SECTION 7: Vacancies:
If the office of President, Vice-President, Secretary or Treasurer, or one or more of them, shall become vacant by reason of death, resignation, disqualification or otherwise, the remaining Directors by resolution duly
passed at any meeting called and held may elect or appoint an officer or officers to fill such vacancies until the next Annual Meeting.
ARTICLE 6: COMMITTEE OF THE BOARD OF DIRECTORS
SECTION 1: Committee of the Board of Directors:
The Board of Directors may from time to time appoint standing committees or special Advisory Committees to hold office during the pleasure of the Board of Directors. The Chairman of the standing committees or Special
Advisory Committees shall be appointed by the President, with the approval of the Board of Directors, to hold office until their successors be appointed. These Chairmen shall select their own members, who need not be members of the Association, subject to the approval ofthe Board of Directors.
ARTICLE 7: DEPRIVATION OF MEMBERSHIP
SECTION 1: Suspension:
Any member of the Association may be deprived of his membership or be suspended as a member (for either a definite or indefinite period of time, as may be decided by the vote upon such suspension) by a majority vote
of members after recommendation from the Board of Directors.
SECTION 2: Reinstatement:
Any member who has been suspended for an indefinite period of time may have his membership reinstated by a majority vote of the members after recommendation by the Board of Directors.
SECTION 3: Notice of Hearing:
No member shall have been suspended without such member being provided with a written notice of the reasons for proposed suspension and without being given an opportunity to defend himself before the Board of Directors.
ARTICLE 8: FISCAL YEAR
SECTION 1: Fiscal Year:
The fiscal year of the Association shall end on the 31 st of December in each year.
ARTICLE 9: SERVICE CLUBS AND ORGANIZATION
SECTION 1: Service Clubs and Organizations:
Any service clubs or organization that raises funds under the name of the Association shall have on the Committee in charge of that fund raising project, a person appointed by the Association.
The moneys taken from the fund raised, under the name of the Associa
tion for the private use of the service club or organization, shall not exceed
10% of the funds raised, after approved expenses are paid.
ARTICLE 10: NEGOTIABLE INSTRUMENTS
SECTION 1: Signatories:
Cheques and other instruments for the payment of money shall be signed by any two of the following officers: The President, the Vice-President, the Secretary, the Treasurer. For the purpose of carrying out its objects, the Association may borrow or raise or secure the payment of money in such manner as it thinks fit.
ARTICLE 11 MAKING, REPEALING OR AMENDING BY-LAWS
The by-laws may be rescinded, altered or added to by an extra-ordinary resolution passed by a majority of not less than three-fourths of such members entitled to vote as are present in person, or by proxy at a general meeting of which 15 days written notice specifying the intention to propose the resolution as an extra-ordinary resolution has been duly given.
ARTICLE 12: DISSEMINATION OF INFORMATION
SECTION 1: Dissemination of Information:
All matters concerning information on Celiac Sprue and its treatment, and all matters relating to the medical and scientific aspects of the disease shall be approved by the Board of Directors or one of its appointed
committees empowered to give such approval before any action thereon is taken by any member of the Association. This provision shall not apply to regular Association bulletins, but any medical information contained therein shall be approved as set out above.
ARTICLE 13: ASSOCIATION REPRESENTATIVES
SECTION I: Other Organizations:
Representatives to other groups, societies, or organizations will be appointed by the President of the Association.
ARTICLE 14: LIQUIDATION, DISSOLUTION OR WINDING-UP
SECTION 1: Liquidation, Dissolution or Winding-Up:
In the event of liquidation, or winding-up of the Association, all of its remaining assets, after the payment and satisfaction of the debts and liabilities of the Association shall be distributed to one or more recognized charitable organizations in Canada to be chosen by the Board of Directors.
DATED this 13th day of September, 1979.
signed: Marilyn Sawford
T. W. Campbell