By-Law No. 1 Articles 5 - 8



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Board of Directors


  1. The legal responsibility for the affairs of the Association rests with the Board of Directors of the Association.

      (a) The composition of the Board of Directors shall be as follows:
      • The Past President of the Association
      • The President of the Association
      • The Vice-President (President-Elect) of the Association
      • The Treasurer of the Association
      • The President of each duly constituted division of the Association, or designate
      • The Vice-President of each duly constituted division of the Association, or designate

      provided that each of the foregoing are personal members in good standing of the Association at the time of their election or appointment and throughout their term of office.

      The officers of the Association shall be Past-President, the President, Vice-President, the Treasurer, and the Secretary, ex-officio, without vote.

      (b) The Vice-President (President-Elect) of the Association shall serve the first year after election as Vice-President, the second year as President, the third year as Past-President.

      (c) The Treasurer shall be elected for a two-year term.

      (d) The officers shall be elected by the members of the Association in the manner designated in this by-law, except the Secretary who shall be appointed by the Board upon the recommendation of the Executive Committee, provided that in default of such election the then incumbents, being members of the Board of Directors shall hold office until their successors are elected or appointed.

      (e) The Divisions shall at the annual general meeting of the Association and following their respective annual general meetings submit the names of their Board representatives and their representatives shall be deemed to be elected to the Board of Directors of the Association.


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Divisions


  1. The Board of Directors may, from time to time, constitute, by by-law, a Division of the Association, provided that the Division shall be 5% or more of the membership representing a specific sector of the Association.

      (a) The affairs of any division shall be managed by the Council of the Division in a manner consistent with all provisions of By-law No. 1 except where specific exception has been made in a division's by-law and has been duly accepted by the annual general meeting of the division and of the Association.

      (b) The composition of each Division Council shall be as set out in the Division by-law where such officers and councillors are personal members of the Association in good standing at the time of their election or appointment and throughout their term of office.

      (c) The officers, other than the Executive Director or designate, shall be elected by the members of the division provided that in default of such election the then incumbents, being members of the Council shall hold office until their successors are elected or appointed. The Executive Director shall be appointed by the Board of Directors of the Association.

      (d) The Vice-President (President-Elect) of the Division shall serve the first year after election as Vice-President, the second year as President, the third year as Past-President.

      (e) No Division shall incur expenses on behalf of the Association, except as authorized by the Board of Directors of the Association. The authorization for incurring expenses may be included in the approval of the budget of the Division and may include authorization for Committees, Task Forces or Action Groups established by the Division with the approval of the Board of Directors of the Association.

      (f) A division may establish sections for groups of division members who share a service interest, a position level or a common concern, all such sections to report to and be funded by the Division Council establishing the section.

      (g) Upon the recommendation of a Division, the Association members may, at a General meeting, dissolve a Division by revoking the Division’s by-law by a 2/3 vote.


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Committees, Task Forces and Action Groups


  1. (a) The Board of Directors of the Association may, by resolution, establish such committees, task forces and action groups as may be necessary to carry out the objectives of the Association and its Divisions, and shall in the Resolution specify the name, terms of reference and structure of the Committee, Task Force or Action Group. Committees have responsibility for a specific program or function. Task Forces carry out time-limited tasks on a specific topic. Action groups are groups of members who have requested responsibility for developing a limited program or activity on a topic of common interest.

    (b) No Committee, Task Force or Action Group shall incur expenses on behalf of the Association, except as authorized by the Board of Directors of the Association. In the case of Committees, Task Forces or Action Groups established by Divisions of the Association and which have been approved by the Board of Directors of the Association as in sub-paragraph (a), above, the authorization for incurring expenses may be included in the approval of the budget of the Division which has established the Committee, Task Force or Action Group.

    (c) Task forces may be established by the President of the Association.


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Powers


  1. The Board of Directors of the Association administers the affairs of the Association in all things and makes or causes to be made for the Association in its name and kind of contract which the Association may lawfully enter into and save as hereinafter provided, generally exercises all such other powers and does all such other acts and things as the Association in its Charter or otherwise is authorized to exercise and do.

    Without any way derogating from the foregoing, the Board of Directors of the Association is expressly empowered from time to time to purchase, lease or otherwise acquire, alienate, sell, exchange, or otherwise dispose of shares, stocks, rights, warrants, options, and other securities, lands, building and other property moveable or immovable, real or personal or any right or interest therein owned by the Association for such consideration and upon such terms and conditions as they may deem advisable.

    But the Board of Directors of the Association may not discontinue any scholarship, lecture or other special purpose fund which it has authorized on behalf of the Association, without the matter being submitted to a general meeting of the Association for consideration and approval.

    Decisions of division councils are subject to the approval of the Board of Directors of the Association in all matters affecting the legal operation of the Association.


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