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Canadian
Dog Judges Association Constitution and By-Laws (Incorporated
under the Canada Corporations Act) |
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BY-LAWS |
1.
INTERPRETATION
1.1
Definitions
In these by-laws, unless the context otherwise requires:
a) "Act"
means the Canada Business Corporations Act;
b) "Association"
means the "Canadian Dog Judges Association";
c) "Board"
means the Directors and Officers of the Association;
d) "C.K.C."
means the Canadian Kennel Club;
2.
NAME
The name of the Corporation shall be the "Canadian Dog Judges
Association".
3.
OBJECTS
The objects of the Association shall be to operate, on a non-profit
basis to:
a) educate Association
members and aspiring conformation judges, to increase their knowledge of, and
otherwise advance and enhance judging at conformation dog shows wherever members
may officiate; and
b) liase with the C.K.C. and
provide an advisory service with respect to all programs and policies pertaining
to conformation dog judging; and
c) support conscientious and
knowledgeable conformation dog judging in accordance with C.K.C. and other
international breed standards to preserve the essence, purpose and critical
characteristics of breeds as established in their country of origin, and
perpetuated in various countries of development around the world; and to
d) carry on such other
business as is ancillary to the main objectives.
4.
OPERATIONS
The operations of the Association shall be carried on across Canada.
5.
TRANSACTION OF THE AFFAIRS OF THE ASSOCIATION
5.1
Head Office
The head office of the Association shall be the
City of Toronto, in the Province of Ontario, or
such place as the Board may from time to time determine. The Recording Office
shall be located at the Head Office of the Association.
5.2
Financial Year
Unless
otherwise ordered by the Board of Directors, the financial year of the
Association shall be from January 1 to and including December 31 of each year.
5.3
Corporate Seal
*
a) The
President, or the President's delegate, shall have custody of the seal.
5.4
Execution of Instruments
*
a) All contracts, documents,
and written instruments, including cheques, executed on behalf of the
Association shall be signed by two duly authorized officers or one duly
authorized officer and a provincial director.
b) The directors may, by
resolution, appoint one or more officer(s) of the
Association to sign specific contracts, documents and instruments in
writing;
5.5
Board of Directors
The business of the Association shall be managed by
a Board of Directors consisting of the Officers and one elected representative
from each regional study group; or, if there is no regional study group within a
zone, then if deemed necessary one elected
representative from that zone.
*5.6
Director Appointment
The applicants for incorporation shall
be the first directors. Their term of office on the Board of Directors shall
continue until their successors are elected.
*5.7
Director Election
Directors shall hold office from the first day of
the year for which they are elected. Directors
shall continue to hold office until such time as their successors are elected.
*5.8
Director Powers and Rights
The Board of Directors shall have all the powers
necessary to manage the Association except those that may be specifically
excluded. Each Director shall have one vote.
*5.9
Board of Director Meetings
*
a) Meetings of the Board of
Directors may be held at any time, and place,
as called by the President (Chair of the Board) or a minimum of six
Directors, comprised of a minimum of three elected officers and three regional
directors.
b) Notice of each meeting
shall be given to each Director.
c) Notice and participation
shall be by such electronic, telephone, Internet or other means as agreed by a
minimum of a three quarter majority of the Board providing that such means
permits each director to communicate with the others during the meeting. If the
Board is not able to agree upon the method of notice, or the means by which the
meeting will be held, then notice and voting shall occur by mail ballot. Notice
of mail ballot meetings shall be issued no later than 30
days prior to the meeting.
d) No error or omission in
giving notice of any meeting of the Board of Directors or any adjourned meeting
of the Board shall invalidate such meeting.
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.
*
e) Each director is
authorized to exercise one vote.
*
f) A quorum shall consist of
6 Directors, 3 of which must be elected and 3 appointed Regional Directors or,
in the case of mail ballot, a majority of votes of two thirds of the returned
votes.
g) The decisions of the Board
shall be recorded in the minutes by the recording Secretary.
Upon approval of the minutes by the Board, as
soon as practically possible, the approved minutes shall be available to
the members on request.
*5.11
Director & Officer Remuneration
Directors and Officers shall not receive
remuneration for their services to the Association.
Directors and Officers shall be reimbursed for their reasonable and
necessary expenses.
*5.12
Powers of Directors
a) The directors of the
Association shall administer the affairs of the Association and may cause to be
made for the Association, any lawful contract.
b) 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(s) of the Association the right to
employ and pay contracted persons for specified work.
c) 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, bequests, grants,
settlements, endowments and donations of any kind whatsoever for the purpose of
furthering the objects of the Association.
5.13
Automatic Removal of Directors
A Director shall automatically be removed from the Board:
a) upon the effective date of
a Director's resignation notice; or
b) if found by a court to be
of unsound mind; or
c) if the director becomes
bankrupt; or
d)
if, by a mail ballot of
members, a resolution is passed by a majority of
three quarters
(3/4) of the members entitled to vote; or
e) if CKC membership is
suspended or terminated during his/her tenure as a Director.
If any vacancy shall occur for any reason set out
in this paragraph, the Board of Directors, by majority vote, may by appointment,
fill the vacancy with a member of the Association.
*5.14
Director Removal
Directors shall be removable for any reason by the voting membership
except:
a) where they are elected
every two years by the voting members, or
b) where the voting members
and the directors are the same persons.
6.
OFFICERS
6.1
Number of Officers
The officers of the Association shall be the
President (Chair of the Board), Past-President (Past-Chair), Vice-President
(Administration), Vice-President (Programs), Secretary, and Treasurer and any
such other officers as the board of directors may by by-law determine.
An officer may hold only one office at any time.
*6.2
Appointment of Officers
a) With the exception of the
founding Directors, no person shall be eligible to be appointed as an officer of
the Association unless such person:
1) is a resident of Canada;
and
2) is a member in good
standing with the C.K.C.
3) is a member in good
standing of the CDJA
*
b) The Officers shall be
elected by a mail ballot of the members conducted every two
years.
*
c) The officers shall hold
office for two years from the date of
appointment or election
or until their successors are elected or appointed
in their stead.
*6.3.
Powers of Officers
a) President
The President shall be the Chair of the Board of the Association.
The President shall:
1) supervise
the other officers in the execution of their duties;
2) chair
any meeting of the Board or the general membership;
3) be
an ex-officio member of all committees;
4)
cosign
all cheques or delegate responsibility to the Vice-President (Administration)
or a designated regional director;
5) see
that all orders and resolutions of the Board of Directors are carried out.
b) Past
President
The Past President (Past Chair) shall have such duties and powers as may
from time to
time be designated by the Board and shall act as advisor to the
President.
c) Vice-President
(Administration)
The Vice-President (Administration) shall, in the absence or disability
of the President:
1) perform
the duties and exercise the powers of the President.
2) have
such duties and powers as may be designated by the Board;
The Vice-President (Administration) may cosign cheques. If neither the
President or Vice-President (Administration) are present at a meeting of the
Board, the members of the Board shall choose one of their number to be
chairperson.
d) Vice-President
(Programs)
The Vice-President (Programs)
shall have such duties and powers as may from time to time be designated by the
Board and shall oversee any and all programs.
e) Secretary
The Secretary shall:
1) conduct
the correspondence of the Association;
2) issue
notices of meetings of the Association and directors;
3) keep
minutes of all meetings of the Association and directors;
4)
have
custody of all records, and documents of the Association except those
required to be kept by the Treasurer;
5) maintain
the register of members;
6) attend
all meetings and prepare the minutes of the meetings; and
7) record
all votes of all proceedings;
If the Secretary is absent, the Board shall choose one of their number to
act as Secretary.
h) Treasurer
The Treasurer shall:
1 keep the
financial records, including accounts, to comply with the Act;
2)
have
custody of the funds and securities of the Association and deposit all
monies,
securities and other valuables to the credit of the Association in such
chartered
bank or trust company designated by the Board;
3)
disburse
the funds of the Association as may be directed and taking proper
vouchers for such disbursements;
4) render
financial statements to the Board, members and others;
5)
cosign
cheques, with the President, Vice-President (Administration), or a
designated regional director;
6) perform
such other duties as directed by the Board.
6.4
Officer Election and Term of Office
a) Each
officer shall be elected by mail ballot of the general members for a period of
two years. Each officer's term shall
begin on January 1st of each year following election.
Each officer shall retire from office on December 31st after completion
of a two year term when a successor is named. If no successor is named, the
person previously elected or appointed shall continue to hold office.
b) The
Officer nomination process shall be established, in writing, by the Board.
*6.5
Removal of an Officer
a) The
members may, by majority vote of mail ballots received, remove an officer before
the expiration of the officer's term of office, and may elect a successor to
complete the term
b) The
Board may, by a two thirds majority of mail ballots
received, remove any officer before the expiration of that officer's term, and
may appoint any person for the remainder of the term.
*6.6
Meetings and Quorum for Officers:
Officer meetings shall form part of
Board Meetings. All procedures for calling officer meetings, and for
establishing a quorum, shall be those set out for Board Meetings.
7.
COMMITTEES
*7.1
Committee Members
a)
The President (Chair of the Board), shall have the authority to appoint,
in addition to the Officers and Board members, any member of the Association to
act as Chair of the Association's committees. Such committees may include Audit,
Discipline, or Appeal Committees or an Ombudsperson as required. The tenure of
any Committee appointment shall be at the will of the Chair of
the Board.
b) The
duties of each Committee shall be those delegated to it by the Board. The
actions of any Committee shall be subject to the approval of the Board.
8.
NON INVOLVEMENT BY THE BOARD
Under no circumstances shall the Board, or its
Directors, entertain discussions, intervene, give direction to, attempt to
influence or interfere in any way, at any time, with any member of the CKC
Discipline Committee, the Appeal Committee, the Ombudsperson, or their staff,
regarding any matter before either committee or the Ombudsperson.
9.
MEMBERSHIP CONDITIONS
9.1
Application
An application for membership shall be made in
writing and be accompanied by such application, fees and proof of eligibility
criteria as the Board may prescribe from time
to time.
9.2
Admission
Membership shall be limited to persons interested
in furthering the Association's objects.
9.3 There
shall be four categories of membership in the Association:*
a) Voting Member - a person who:
i) is licensed or recognized by the CKC to judge conformation dog shows at CKC sanctioned events; and
ii) has not been suspended or expelled from the membership of the CKC or an association with objects similar to the CKC and the Association; and
iii) is a resident of Canada; or if a non-resident of Canada, is a member, in good standing, of a foreign registry body recognized by the CKC; and
iv) submits a fully completed and signed application in the form and with the prescribed fee as determined by the Board; and
v) is approved as a member by the Board.
b) Voting Life Member - a person who has made an outstanding contribution
to either the Association and or the sport of conformation dog judging
during the preceding ten years. To qualify, the person must be:
i) nominated by a general member or the Board; and
ii)
accepted as a life member by a majority vote of the general members.
c) Non-Voting Honorary Member - a person who has made an outstanding contribution to either the Association, or the sport of conformation dog judging or both, during the preceding ten years. To qualify, the person must be:
i) nominated by a general member or the Board; and
ii) be accepted as an honorary member by a majority of the general members.
d) Emeritus Member - a person who has retired from judging after at least
20 years and who was a member of CDJA at the time of retirement. This is a
non-voting membership. To qualify, the person must be:
i) nominated by a general member or the Board; and
ii) accepted
as an Emeritus Member by a majority of the general members.
.
9.4
Membership Year and Fees
a) Membership
shall be based on the fiscal year. Regular
membership fees shall be as prescribed by the Board.
Membership fees shall be paid on or before January lst of each year or as
directed by the Board.
b) Membership
fees paid after October 1st of each year may be based on a prorated amount in
proportion to the remainder of the calendar year.
c) No
membership fees or dues shall be established for voting life members or for
non-voting honorary members.
9.5
Rights and Responsibilities of Members
a) All
members shall:
i) uphold
the Constitution and by-laws of the Association;
ii) uphold
the By-laws, rules or regulations of the C.K.C;
iii) pay the
annual membership fees prescribed for their class of membership;
iv) be
limited in their financial liability to the creditors of the Association to the
amount owing for membership dues or fees.
b) All
Voting members shall:
i) be
entitled to receive notice of, and to vote, at all mail or general annual
meetings of members of the Association; and
ii) be
entitled to attend or observe Board of Director meetings except where such
attendance will disrupt electronic communication that may be used by the Board
from time to time.
c) All
members shall:
i) be
entitled to receive the CJDA Newsletter. Members who, on the membership
application, self identify as residing at one "household", shall
receive one newsletter at the address given on the application form.
ii) be
entitled to a reduced membership fee, in an amount and formula determined by the
Board, if members self identify as residing at the same "household" on
the membership application form.
9.6
Member Suspension or Expulsion:
a) No
person shall remain in good standing in the Association, if that person:
i) is
deprived, suspended or debarred of the privileges of membership by the C.K.C. or
any other registry body such as the American Kennel Club or the FCI, or any
association with similar objects;
ii) is in
default in the payment of application or membership dues, fees or penalties
levied under these by-laws for two months;
iii) is indebted
to the Association for two months;
iv) fails
to return Association property within two months;
v) is
convicted of cruelty to animals;
vi) acts or
performs in a manner which may be deemed as contrary to the objects of the
Association and is not in the best interests of the Association;
vii) fails to
comply with these by-laws or a direction of the Board.
b) A
member may be suspended or expelled for any of the above reasons.
The suspension or expulsion process shall be as established, in writing,
by the Board.
c) A
member's suspension shall be equal in time to the duration of
the deprivation, suspension, or debarrment imposed by the C.K.C. or other
registry body. The duration of all other suspensions shall be as established by
the Board;
d) A
member who is suspended or expelled shall not have any right to vote nor shall
the person hold office or position in the Association during the period of the
suspension or upon expulsion. While suspended, a member shall continue to be
bound by the duties and obligations of membership.
e) A
suspended member may be reinstated upon a vote of the Board.
An expelled member shall not be reinstated or accepted to membership or
office.
9.8
Member Address and Telephone Number
Members shall provide the Association with their
current and correct mailing address, telephone number, e-mail address and C.K.C.
membership number at the time of application plus any subsequent change of
address, telephone number or change in C.K.C. membership status.
*9.9
Member Withdrawal
a) A
member may withdraw from the Association at any time by delivering to the
Association's Secretary a written resignation.
A member's withdrawal shall be deemed effective on the date it is
submitted to the Secretary unless the member is the subject of a formal
complaint. If so, the withdrawal
shall be deemed effective after the conclusion of the disposition of the
complaint.
If a member withdraws from the Association, the
member shall:
i) forthwith
return all property, including money, of the Association to the Treasurer or
such other member as designated by the Board; and
ii) from
the effective date forward, have no claim upon any of the Association property;
nor shall the person be entitled to any of the privileges normally accorded to a
member.
b) No
refund of membership fee shall be provided upon cessation of membership.
9.10
Member Resignation
A
member may be required to resign by a vote of three-quarters (3/4) of the
members present at an annual general meeting or in the case of a mail ballot, ¾ of ballots received.
10.
MEETINGS OF MEMBERS
10.1
Annual General Meeting
a) The
annual general meeting of the Association shall be held in Canada at such date,
time and place as the Board of Directors may determine.
b) The
business to be conducted at the annual general meeting of the Association shall
be to receive reports, including auditor reports, appoint auditors, if
required, and transact such other business, special or general,
as may be properly brought before the meeting.
c) The
members shall be entitled to receive written notice of the date, time place and
business to be conducted at the annual general meeting. The notice shall be
issued to the general members no less than 45 days
prior to the annual general meeting.
10.2
General Mail Ballot
a) The
Board of Directors, the President (Chair of the Board), or the Vice-President
(Administration) shall have the power to give notice, at any time, of a mail
ballot of the general members.
*
b) Written
notice of the General Mail Ballot shall be issued to all members by mail, not
less than 30 days prior to the final acceptance date for the general mail
ballot. The notice and material
enclosed therewith shall state:
1) the question with all relevant information needed to make a decision;
2) the procedure to vote and mark the ballot;
3) the procedure to return the ballot to be counted; and
4) the date for final acceptance of ballots.
The general mail ballot materials shall include:
a) the ballot; and
b) an envelope to return the ballot.
10.3
Quorum
*
A quorum at a general meeting shall consist of those persons present,
which must include the required quorum for a Board meeting.
If a mail ballot is held, the result shall require a majority vote
of the ballots received.
10.4
Voting at General Meetings or by Mail Ballot
*
a) A
Regular or Life member must be in good standing to be entitled to vote.
Each regular or life member in good standing shall have one vote.
b)
At General Meetings the Chair will only vote to break a tie.
In the case of a tie vote by mail ballot, the chairperson may cast a
deciding, or second vote, in addition to the vote to which the chairperson is
entitled as a member.
10.5
Chairperson of General or Special Meetings
The President shall be chairperson of any general meeting of the members.
11.
NOTICES
11.1
Delivery of Notices
All Association notices and other communications
shall be deemed to be delivered, received and properly served within seven
business days of prepaid posting by regular mail to the address on record with
the Association or by personal delivery. If
a mail strike occurs between the date of posting and the date of service, then
such notice shall be effective within seven business days after the conclusion
of the strike or if personally delivered.
Where E-mail addresses are provided by
a member, individual or batch distribution by the Secretary to those addresses
will be considered as proper delivery.
11.2
Omissions and Errors
The accidental omission of any notice to any
member, officer or auditor or the non-receipt of any notice by any member,
officer or auditor or not effecting the substance of the notice shall not
invalidate any action taken at any meeting
relating to the notice. The address for notification shall be the last address
recorded in the books of the Association.
12.
REGIONAL STUDY GROUPS
12.1 Members
may form regional study groups within defined geographic areas.
The Board will approve those groups meeting the prescribed criteria.
12.2 Members
of the regional study groups can be members of the Association and those
individuals not yet approved to judge by the C.K.C. The Board shall establish
procedures for regional study group creation, recognition, and disbandment.
12.3 A
Regional study group shall elect, from its members, one representative.
The elected representative shall be a Director of the Board entitled to
participate at, and vote, at Board of Director meetings.
12.4 A
Regional study group may elect officers, and maintain its own operations
and funds, providing the Regional study group reports its activities, in
writing, on an annual basis, to the Board.
12.5 Regional
study groups may hold regular meetings, open to all
aspiring judges and members of the Association.
Regional study group members shall have the exclusive right to vote on
Regional business.
13.
AUDITOR
The members shall appoint an auditor at each annual
general meeting. The auditor shall audit the accounts of the Association for
report to the members at the annual general meeting.
The Auditor shall not be a director, officer, or employee of the
Association unless two-thirds (2/3) of the members
present consent
to the appointment.
14.
LEGAL COUNSEL
The Board may appoint legal counsel for the
Association and authorize remuneration.
15.
RULES AND REGULATIONS
The Board may, from time to time, by resolution,
establish, amend, vary and abolish such rules and regulations not inconsistent
with these by-laws relating to the management and operation of the Association
as it deems expedient. 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 the
members, shall at and from that time on, cease to have
any
force and effect.
*16.
AMENDMENT OF BY-LAWS
These by-laws may be amended, altered or repealed
by a by-law 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 of the
members responding to a duly called mail ballot
meeting or general meeting. The repeal of such by-laws shall not be enforced or
acted upon until it receives the approval of the Ministry of Industry.
17.
GIFTS
The
Association shall have the power to accept donations, gifts, legacies, sponsors
and bequests.
18.
DISSOLUTION
The
Association may be dissolved by mail ballot of the general members or at an
annual general meeting (3/4 majority of ballots
received). Any assets of the
Association shall be liquidated and all debts shall be paid forthwith.
Any remaining Association equity shall be donated to a charity
designated by the members. If the members do not designate a charity, any
remaining Association equity shall be donated to a charity whose objects include
conducting research to benefit purebred dogs.
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