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Proposed 2020 Constitution and By-laws
Many of the requirements and changes use standard wording suggested by the Corporations Canada to ensure legal operations and avoid organizational liability. For example, Section 2 below covers “special resolutions” as defined by Corporations Canada: these require a two-thirds majority of votes cast on the resolution to make, amend or repeal those by-law provisions dealing with conditions of membership, notice of meetings to members, transferability of membership, or absentee voting.
A summary of Corporations Canada requirements and relevant links may be found here: https://www.ic.gc.ca/eic/site/cd-dgc.nsf/eng/cs05005.html
To summarize the substantial changes in the by-laws:
- A Board of Directors is required by law. It is proposed that there should be 3 directors, who would also be the elected President, Vice-President and Treasurer of the Association.
- Directors will not be able to borrow funds on the credit of the Association.
- Meetings of the Board of Directors will generally coincide with meetings of the Executive Committee. Operational decisions regarding the organization’s activities and business will be made by consensus by this committee (rather than by majority vote as previously practiced.)
- Terms of office for Executive Committee members will be two years.
- When Executive Committee decisions significantly impact the future of the Association (eg. by-law amendments to membership classes; changes to annual dues) these will need to be ratified by the full membership at an Annual General Meeting
- Remote participation in meetings by various electronic means of communication will be facilitated, and meetings may be held entirely by electronic when deemed necessary.
These proposed By-laws will be put forward in a resolution for adoption by vote at the upcoming 2020 Annual General Meeting in September. If members have any questions or concerns there will be time set aside for discussion at that time. If members wish to propose amendments to these by-laws, it is requested that these be communicated to the Secretary of the Association a minimum of two weeks previous to the date of the Annual General Meeting, so that they may be circulated adequately beforehand, and/or incorporated into the proposed document.
The Constitution and By-laws is by necessity a dry, legal document. But we have attempted to re-write it in a way that will enable and empower the continuation of the spirit of the CCA – Friends with Maps!