Bylaws


A by-law relating generally to the conduct of the affairs of
CANADIAN DOG JUDGES ASSOCIATION (the "Corporation")

BE IT ENACTED as a by-law of the Corporation as follows:

1. Definition

In this by-law and all other by-laws of the Corporation, unless the context otherwise requires:
"Act" means the Canada Not-For-Profit Corporations Act S.C. 2009, c.23 including the Regulations made pursuant to the Act, and any statute or regulations that may be substituted, as amended from time to time;
"articles" means the original or restated articles of incorporation or articles of amendment, amalgamation, continuance, reorganization, arrangement or revival of the Corporation;
"board" means the board of directors of the Corporation and "director" means a member of the board;
"by-law" means this by-law and any other by-law of the Corporation as amended and which are, from time to time, in force and effect;
"meeting of members" includes an annual meeting of members or a special meeting of members; "special meeting of members" means a special meeting of all members entitled to vote at an annual meeting of members;
"ordinary resolution" means a resolution passed by a majority of not less than 50% plus 1 of the votes cast on that resolution;
"Regulations" means the regulations made under the Act, as amended, restated or in effect from time to time; and
"special resolution" means a resolution passed by a majority of not less than two-thirds (2/3) of the votes cast on that resolution.

2. Interpretation

In the interpretation of this by-law, words in the singular include the plural and vice-versa, words in one gender include all genders.

3. Corporate Seal

The Corporation may have a corporate seal in the form approved from time to time by the board. If a corporate seal is approved by the board, the secretary of the Corporation shall be the custodian of the corporate seal.

4. Execution of Documents

Deeds, transfers, assignments, contracts, obligations and other instruments in writing requiring execution by the Corporation may be signed by any two (2) of its officers. In addition, the board may from time to time direct the manner in which and the person or persons by whom a particular document or type of document shall be executed. Any person authorized to sign any document may affix the corporate seal (if any) to the document. Any signing officer may certify a copy of any instrument, resolution, by-law or other document of the Corporation to be a true copy thereof.

5. Financial Year

The financial year end of the Corporation shall be December 31 in each year.

6. Banking Arrangements

The banking business of the Corporation shall be transacted at such bank, trust company or other firm or corporation carrying on a banking business in Canada or elsewhere as the board of directors may designate, appoint or authorize from time to time by resolution. The banking business or any part of it shall be transacted by two officers of the Corporation jointly and/or other persons as the board of directors may by resolution from time to time designate, direct or authorize.

7. Borrowing Powers

The Corporation will not borrow money or issue debt obligations, guarantees or other security interests.

8. Annual Financial Statements

The Corporation shall send to the members a copy of the annual financial statements and other documents referred to in subsection 172(1) (Annual Financial Statements) of the Act or a copy of a publication of the Corporation reproducing the information contained in the documents. Instead of sending the documents, the Corporation may send a summary to each member along with a notice informing the member of the procedure for obtaining a copy of the documents themselves free of charge. The Corporation is not required to send the documents or a summary to a member who, in writing, declines to receive such documents.

9. Membership Conditions

Subject to the articles, there shall be FIVE classes of members in the Corporation, namely, VOTING MEMBER, VOTING LIFE MEMBER, NON-VOTING HONORARY MEMBER, EMERITUS MEMBER AND ASSOCIATE MEMBER. The board of directors of the Corporation may, by resolution, approve the admission of the members of the Corporation. Members may also be admitted in such other manner as may be prescribed by the board by resolution. The following conditions of membership shall apply.

10. Membership Conditions

i. Voting Membership shall be available to a person who

a) Is licensed or on Permit by the Canadian Kennel Club (CKC) to judge conformation dog shows at its sanctioned events; and
b) Has not been suspended or expelled from the membership of the CKC or an association with objects similar to the CKC and the Corporation; and
c) Submits a fully completed and signed application in the form and with the prescribed fee as determined by the board; and
d) Is approved as a member by the board.

ii. Voting Life Membership may be granted by the board to a member who has made an outstanding contribution to either the Corporation and/or the sport of conformation dog judging during the preceding ten years. To qualify, the person must be:

a) Nominated by a general member or the board; and
b) Accepted as a life member by a majority vote of the general members.

iii. Non-Voting Honorary Membership may be granted by the board to a person who has made an outstanding contribution to either the Corporation, or the sport of conformation dog judging or both, during the preceding ten years and who is in good standing with the CKC. To qualify, the person must be:

a) Nominated by a general member or the board; and
b) Accepted as an honorary member by a majority vote of the general members.

iv. Voting Emeritus Membership may be granted to a person who has retired from judging after at least 20 years of judging, who was a member of the Corporation at the time of retirement and in good standing with the CKC. To qualify, the person must:

a) Have been a Voting Member of the Corporation for at least 5 continuous years preceding retirement; and
b) Be approved as an Emeritus member by the membership

v. Non-Voting Associate Membership shall be available to a person who:

a) Is a resident of Canada, licensed by and in good standing with the CKC; or if a non-resident of Canada, licensed by and in good standing with a
foreign registry body recognized by the CKC; and 
b) Submits a fully completed and signed application in the form and with the prescribed fee as determined by the board; and
c) Is approved as a member by the board.

Pursuant to subsection 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendments to this section.

11. Membership Transferability

A membership may not be transferred to another person and may only be transferred to the Corporation. Pursuant to Section 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendment to add, change or delete this section of the by-laws.

12. Notice of Members Meeting

Notice of the time and place of a meeting of members shall be given to each member entitled to vote at the meeting by telephonic, electronic or other communication facility to each member entitled to vote at the meeting, not less than 21 days before the day on which the meeting is to be held. If a member requests that the notice be given by non-electronic means, the notice will be sent by mail, courier or personal delivery.

Pursuant to subsection 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendment to the by-laws of the Corporation to change the manner of giving notice to members entitled to vote at a meeting of members.

13. Members Calling a Members' Meeting

The board of directors shall call a special meeting of members in accordance with Section 167 of the Act, on written requisition of members carrying not less than 5% of the voting rights. If the directors do not call a meeting within twenty-one (21) days of receiving the requisition, any member who signed the requisition may call the meeting.

14. Membership Dues

i. The board shall set the membership fees (which may include pro-rated fees for new members when payable after October 1 each year). Annual fees will be payable on or before January 1 in each year. Members shall be notified in writing of the membership dues at any time payable by them before the due date. If any are not paid within two (2) calendar months of the membership renewal date the
members in default shall automatically cease to be members of the Corporation.
ii. There will be no membership fee payable by voting life members, non-voting honorary members or emeritus members.

15. Termination of Membership

A membership in the Corporation is terminated when:

i. the member dies or resigns;
ii. the member is expelled or their membership is otherwise terminated in accordance with the by-laws;
iii. the member's term of membership expires; or
iv. the Corporation is liquidated and dissolved under the Act.

16. Effect of Termination of Membership

Subject to the articles, upon any termination of membership, the rights of the member, including any rights in the property of the Corporation, automatically cease to exist.

17. Discipline of Members

The board shall have authority to suspend or expel any member from the Corporation for any one or more of the following grounds:

i. violating any provision of the by-laws or written policies of the Corporation or of the Canadian Kennel Club;
ii. carrying out any conduct which may be detrimental to the Corporation as determined by the board in its sole discretion;
iii. for any other reason that the board in its sole and absolute discretion considers to be reasonable, having regard to the purpose of the Corporation.

In the event that the board determines that a member should be expelled or suspended from membership in the Corporation, the president, or such other officer as may be designated by the board, shall provide twenty (20) days notice of suspension or expulsion to the member and shall provide reasons for the proposed suspension or expulsion. The member may make written submissions to the president, or such other officer as may be designated by the board, in response to the notice received within such twenty (20) day period. In the event that no written submissions are received by the president, the president, or such other officer as may be designated by the board, may proceed to notify the member that the member is suspended or expelled from membership in the Corporation. If written submissions are received in accordance with this section, the board will consider such submissions in arriving at a final decision and shall notify the member concerning such final decision within a further twenty (20) days from the date of receipt of the submissions. The board's decision shall be final and binding on the member, without any further right of appeal.

18. Board of Directors and Officers’ Positions

i. The board shall consist of five directors elected to executive positions (“officers”), the past president and up to 5 further directors at large. Two of the directors elected at large shall be resident in Ontario, Quebec, New Brunswick, Nova Scotia, Prince Edward Island or Newfoundland & Labrador; two of the directors elected at large shall be resident in Manitoba, Saskatchewan, Alberta, British Columbia, Yukon, Northwest Territory or Nunavut.  There shall be no fewer than 5 directors and up to 11 directors in total (including the past president).
ii. Description of Officers’ positions and Qualification to Hold Office: Unless otherwise specified by the board (which may, subject to the Act modify, restrict or supplement such duties and powers), the officers of the Corporation shall have the following duties and powers associated with their positions:

a) President – shall, when present, preside at all meetings of the board of directors and of the members. The chair shall have such other duties and powers as the board may specify.
b) Vice-President of administration – if the president is absent or is unable or refuses to act, the vice-president of administration shall, when present, preside at all meetings of the board of directors and of the members and shall have such other duties and powers as the board may specify.
c) Vice-President of programs – shall oversee any and all of the Corporation’s programs and shall have such other duties and powers as the board may specify.
d) Secretary – shall attend and record the minutes of the meetings of the board, members and committees of the board. The secretary shall be responsible for all the usual duties including but not limited to keeping records and maintaining corporate books, filing documents, providing notice of meetings and shall have such other duties and powers as the board may specify.
e) Treasurer – shall keep the financial records of the Corporation and be responsible for receiving, disbursing and accounting for the Corporation’s funds and shall have such other powers and duties as the board may specify.
f) Past President - shall act as an advisor to the President and shall have such other powers and duties as the board may specify.

iii. The powers and duties of all officers of the Corporation shall be such as the terms of their engagement call for or the board or president requires of them. The board may from time to time and subject to the Act, vary, add to or limit the powers and duties of any officer.
iv. No person shall be eligible to be appointed as an officer of the Corporation unless such person:

d) Is a resident of Canada;
e) Is a member in good standing of the Canadian Kennel Club; and
f) Is a member in good standing of the Canadian Dog Judges Association.

19.  Term of Office of Directors

Newly elected directors shall be elected for three-year (3) terms.

20. Vacancy in Office

In the absence of a written agreement to the contrary, the board may remove, whether for cause or without cause, any officer of the Corporation. Unless so removed, an officer shall hold office until the earlier of:

i. the officer's successor being appointed,
ii. the officer's resignation,
iii. such officer ceasing to be a director; or
iv. such officer's death.

If the office of any officer of the Corporation shall be or become vacant, the directors may, by resolution, appoint a person to fill such vacancy.

21. Officers’ Duties

The board may specify the officers’ duties and, subject to the Act, delegate to such officers the power to manage the affairs of the Corporation. A director may be appointed to any office of the Corporation. Only one office may be held by any one director.

22. Nominating Directors for Election at Annual Members' Meetings

The nominating procedure:

i. The Secretary of the Corporation shall send a request to the membership before the Annual Members’ Meeting requesting nominations for the five (5) directors to hold executive positions and for up to five (5) further at large directors (for a total not to exceed 10 directors) to be elected at that meeting. Each nomination must be seconded by another member.
ii. The Secretary will then inquire with the nominees as to whether they are willing to stand, such confirmation to be received within a reasonable period of time. Upon receipt of confirmations of willingness to stand, the Secretary shall prepare a ballot for voting at the meeting. If there is no contest for the positions the Secretary will prepare a list of nominees to be acclaimed at the meeting.

23. Place of Members' Meeting

Subject to compliance with section 159 (Place of Members' Meetings) of the Act, meetings of the members may be held at any place within Canada determined by the board.

24. Persons Entitled to be Present at Members' Meetings

A meeting of members may be attended only by members of the Corporation, its directors, the accountant of the Corporation and such other persons who may be admitted on the invitation of the president or the president’s representative chair of the meeting or by resolution of the members.

25. Chair of Members' Meetings

In the event that the president and the vice-president of administration of the board are absent, the members who are present and entitled to vote at the meeting shall choose one of their number to chair the meeting.

26. Quorum at Members' Meetings

A quorum at any meeting of the members (unless a greater number of members are required to be present by the Act) shall be 5% of the members entitled to vote at the meeting. If a quorum is present at the opening of a meeting of members, the members present may proceed with the business of the meeting even if a quorum is not present throughout the meeting.

27. Votes to Govern at Members' Meetings

At any meeting of members every question shall, unless otherwise provided by the articles or by-laws or by the Act, be determined by a majority of the votes cast on the questions. In case of an equality of votes either on a show of hands or on a ballot or on the results of electronic voting, the president or the president’s representative chair of the meeting in addition to an original vote shall have a second or casting vote.

28. Participation by Electronic Means at Members' Meetings

If the Corporation chooses to make available a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during a meeting of members, any person entitled to attend such meeting may participate in the meeting by means of such telephonic, electronic or other communication facility in the manner provided by the Act. A person participating in a meeting by such means is deemed to be present at the meeting. Notwithstanding any other provision of this by-law, any person participating in a meeting of members pursuant to this section who is entitled to vote at that meeting may vote, in accordance with the Act, by means of any telephonic, electronic or other communication facility that the Corporation has made available for that purpose.

29. Members' Meeting Held Entirely by Electronic Means

If the directors or members of the Corporation call a meeting of members pursuant to the Act, those directors or members, as the case may be, may determine that the meeting shall be held, in accordance with the Act and the Regulations, entirely by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting.

30. Calling of Meetings of Board of Directors and Quorum

Meetings of the board may be called by the president, the vice-president of administration or any five (5) directors at any time. Quorum for a directors’ meeting shall be five (5).

31. Notice of Meeting of Board of Directors

Notice of the time and place for the holding of a meeting of the board shall be given in the manner provided in the section on giving notice of meeting of directors of this by-law to every director of the Corporation not less than 14 days before the time when the meeting is to be held. Notice of a meeting shall not be necessary if all of the directors are present, and none objects to the holding of the meeting, or if those absent have waived notice of or have otherwise signified their consent to the holding of such meeting. Notice of an adjourned meeting is not required if the time and place of the adjourned meeting is announced at the original meeting. Unless the by-law otherwise provides, no notice of meeting need specify the purpose or the business to be transacted at the meeting except that a notice of meeting of directors shall specify any matter referred to in subsection 138(2) (Limits on Authority) of the Act that is to be dealt with at the meeting.

32. Votes to Govern at Meetings of the Board of Directors

At all meetings of the board, every question shall be decided by a majority of the votes cast on the question. In case of an equality of votes, the president or the president’s representative chair of the meeting in addition to an original vote shall have a second or casting vote.

33. Committees of the Board of Directors

The board may from time to time appoint any committee or other advisory body, as it deems necessary or appropriate for such purposes and, subject to the Act, with such powers as the board shall see fit. Any such committee may formulate its own rules of procedure, subject to such regulations or directions as the board may from time to time make. Any committee member may be removed by resolution of the board of directors.

34. Persons Entitled to be Present at Directors' Meetings

A meeting of directors may be attended only by the directors, guest members and such other persons who may be admitted or called upon by the president or the president’s representative chair of the meeting to address the meeting.

35. Invalidity of any Provisions of this By-law

The invalidity or unenforceability of any provision of this by-law shall not affect the validity or enforceability of the remaining provisions of this by-law.

36. Omissions and Errors

The accidental omission to give any notice to any member, director, officer, member of a committee of the board or public accountant, or the non-receipt of any notice by any such person where the Corporation has provided notice in accordance with the by-laws or any error in any notice not affecting its substance shall not invalidate any action taken at any meeting to which the notice pertained or otherwise founded on such notice.

37. Mediation and Arbitration

Disputes or controversies among members, directors, officers, committee members, or volunteers of the Corporation are as much as possible to be resolved in accordance with mediation and/or arbitration as provided in the section on dispute resolution mechanism of this by-law.

38. Dispute Resolution Mechanism

In the event that a dispute or controversy among members, directors, officers, committee members or volunteers of the Corporation arising out of or related to the articles or by-laws, or out of any aspect of the operations of the Corporation is not resolved in private meetings between the parties then without prejudice to or in any other way derogating from the rights of the members, directors, officers, committee members, employees or volunteers of the Corporation as set out in the articles, by-laws or the Act, and as an alternative to such person instituting a law suit or legal action, such dispute or controversy shall be settled by a process of dispute resolution as follows:

i. The dispute or controversy shall first be submitted to a panel of mediators whereby the one party appoints one mediator, the other party (or if applicable the board of the Corporation) appoints one mediator, and the two mediators so appointed jointly appoint a third mediator. The three mediators will then meet with the parties in question in an attempt to mediate a resolution between the parties.
ii. The number of mediators may be reduced from three to one or two upon agreement of the parties.
iii. If the parties are not successful in resolving the dispute through mediation, then the parties agree that the dispute shall be settled by arbitration before a single arbitrator, who shall not be any one of the mediators referred to above, in accordance with the provincial or territorial legislation governing domestic arbitrations in force in the province or territory where the registered office of the Corporation is situated or as otherwise agreed upon by the parties to the dispute. The parties agree that all proceedings relating to arbitration shall be kept confidential and there shall be no disclosure of any kind. The decision of the arbitrator shall be final and binding and shall not be subject to appeal on a question of fact, law or mixed fact and law.

All costs of the mediators appointed in accordance with this section shall be borne equally by the parties to the dispute or the controversy. All costs of the arbitrator appointed in accordance with this section shall be borne by such parties as may be determined by the arbitrator.

39. By-laws and Effective Date

Subject to the articles, the board of directors may, by resolution, make, amend or repeal any by-laws that regulate the activities or affairs of the Corporation. Any such by-law, amendment or repeal shall be effective from the date of the resolution of directors until the next meeting of members where it may be confirmed, rejected or amended by the members by ordinary resolution. If the by-law, amendment or repeal is confirmed or confirmed as amended by the members it remains effective in the form in which it was confirmed. The by-law, amendment or repeal ceases to have effect if it is not submitted to the members at the next meeting of members or if it is rejected by the members at the meeting.