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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 - DEFINITIONS
In these by-laws, unless the context otherwise requires:
a)
"Act" means the Canada 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, and
otherwise advance and enhance judging at conformation dog shows wherever members
may officiate; and
b) liaise 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 and
outside Canada where permitted by the laws of the foreign jurisdiction.
5.
TRANSACTION OF THE AFFAIRS OF THE ASSOCIATION
5.1 Head Office
The head office of the Association shall be in the City of Burlington, 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.
The Board of Directors shall consist of the Officers and one elected
representative from each regional study group.
If there is no regional study group within a zone, then one elected
representative from that zone may be included on the Board of Directors.
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 for a two (2) year term 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 by law. 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 any place,
as called by the President (Chair of the Board) or a minimum of six
Directors who shall be comprised of a minimum of three elected officers and
three regional directors.
b) Notice of each meeting
shall be given to each Director a minimum of fourteen (14) days before such
meeting if sent by mail and permitted by law, or by electronic means such as
Internet communication or facsimile.
c) Meeting participation
shall be by electronic, telephone, Internet or other means as agreed in advance
by all Board members and as permitted by law. Such means must permit each
director equal access; provide for procedures for establishing quorum and
recording votes, and establish how security issues will be handled. 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 as permitted by law. Notice of mail ballot meetings shall
be issued no later than 30 days prior to
the meeting. Mail voting is only acceptable if a detailed ballot is used to replace
a Director at a meeting, and if the by-laws provide for:
1)
a motion that is identical to the mail ballot, and
2)
documentation or background material is available in advance, and
3)
the mail ballot is not used to replace an absentee Director
for quorum purposes.
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 of which are appointed Regional
Directors. Or, in the case of mail
ballot permitted by law, 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, and as soon as practically
possible, the approved minutes shall be available to the members on request.
5.10 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.
5.11 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.
They 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.
5.12 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
permitted by law, a resolution is passed by a majority of three quarters (3/4) of the members entitled to vote; or
e) if the member's CKC
membership is suspended or terminated during the member's 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.
5.13 Director Removal
A Director(s) shall be removable for any reason by the voting membership
except if:
a) the Director(s) is
elected every two years by the voting members, or
b) 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 (as permitted by law) of the
members and 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 an 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 majority ballot of the general members for a
period of two years. Each officer's
term shall begin on January 1st of each year following the election.
Each officer shall retire from office on December 31st after completion
of a two year term and 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 and as permitted by law,
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 and as permitted by
law, 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 the same as 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. The tenure of
any Committee appointment shall be at the will of the Chair of
the Board. No remuneration will be paid to any Board or Committee member
other than the reimbursement of pre-approved expenses.
b) The
President (Chair of the Board), shall have the authority to appoint an ombudsman
or mediator to assist members to prevent or resolve conflicts involving members.
c) 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 Association's
Discipline Committee, the Appeal Committee, the Ombudsperson, or 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 three categories of
membership in the Association:
a) Voting
Member - a person who:
1) is
licensed or recognized, by the C.K.C., to
judge conformation dog shows at C.K.C. sanctioned events; and
2) has not
been suspended or expelled from the membership of
the C.K.C. or any association with objects similar to the C.K.C. and the
Association; and
3) 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 C.K.C.; and
4) submits
a fully completed and signed application in the form and with the prescribed fee
as determined by the Board; and
5) 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:
1) nominated
by a general member or the Board; and
2) 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:
1) be nominated by a general member or
the Board; and
2) be
accepted as an honorary 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 1st of each year or as directed by the
Board.
b) 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:
1) uphold
the Constitution and by-laws of the Association;
2) uphold
the By-laws, rules or regulations of the C.K.C;
3) pay the
annual membership fees prescribed for their class of membership;
4) 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 be entitled
to:
1) receive
notice of, and to vote, at all mail or general annual meetings of members of the
Association; and
2) 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 be entitled to:
1) 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.
2) 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:
1) 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;
2) is in
default in the payment of application or membership dues, fees or penalties
levied under these by-laws for two months;
3) is indebted
to the Association or is in default in the payment of application or membership
dues, to the Association for two months;
4) fails
to return Association property within two months;
5) is
convicted of cruelty to animals;
6) 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; or
7) 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.
9.7 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.
9.8 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:
1) forthwith
return all property, including money, of the Association to the Treasurer or
such other member as designated by the Board; and
2) 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 issued upon cessation of membership.
9.9 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, as permitted by law, three-quarters (3/4) 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; elect
officers, 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. Notice of special business must contain enough
information to allow a member to make a reasoned decision. The notice shall be
issued to the general members no less than forty five (45) days prior to the
annual general meeting. The Board of Directors shall call a special meeting on
requisition of five per cent (5%) of the general membership.
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, as permitted by law, of the
general members.
b) Written
notice of the General Ballot shall be issued to all members by mail (as
permitted by law), not less than 30 days prior to the final acceptance date for
the general mail ballot. The notice and material enclosed therewith shall state
the:
1) question with all relevant information needed to make a decision;
2) procedure to vote and mark the ballot;
3) procedure to return the ballot to be counted; and
4) date for final acceptance of ballots.
The general mail ballot (as permitted by law) and materials shall include
the ballot; and an envelope to return the ballot.
10.3 Quorum
A quorum at a general meeting shall consist of a minimum of ten per cent
(10%) of the general membership, which must include the required quorum for a
Board meeting. If a mail ballot is
held, as permitted by law, 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 (7) 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 (7) 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 all of the members present
consent to the appointment.
14.
LEGAL COUNSEL
The Board may appoint legal counsel for the Association and
authorize remuneration for professional services rendered.
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 (2/3) of the
members responding to a duly called mail ballot, as permitted by law, at a
meeting or general meeting. The repeal of such by-laws shall not be enforced or
acted upon until the Ministry of Industry grants its approval.
17.
GIFTS
The Association shall have the power to accept donations,
gifts, legacies, sponsors and bequests.
18.
DISSOLUTION
The Association may be dissolved by a mail ballot, as
permitted by law, of the general members or at an annual general meeting by
three quarters (3/4) majority of ballots received. On dissolution, any assets of
the Association shall be liquidated and all Association debts shall be paid
forthwith. Any remaining Association equity shall be donated to a legal entity
designated by the members. If the members no not make such a designation or do
not agree upon a designation, the
remaining equity shall be donated to the Canadian Kennel Club or such body as
may be established under the Animal
Pedigree Act, or by law, to
fulfill the objects of the Canadian Kennel Club.
DATED this
30th day
of October, 1999
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