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The head office of the Society shall be in the City of Ottawa, Ontario and at such place therein as the Executive Board may from time to time determine.
CLASSES OF MEMBERS
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The Society shall have two categories of membership designated as regular and Honorary members.
CONDITIONS OF MEMBERSHIP
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Regular members shall consist of all canonists and any person interested in canon law whose application for
admission as a member has received the approval of the Executive Board. Honorary members shall be those
individuals who are recommended by the Executive Board and approved by the members at an Annual Meeting.
MEMBERSHIP FEE
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The membership fee for a regular member of the Society shall be determined from time to time by the members upon the recommendation of the Executive Board. Annual fees are to be paid before the end of the financial year of the Society. Upon failure of any member to pay the annual membership fee for two consecutive years, such member shall thereupon cease to be a member. Honorary members shall not be required to pay a membership fee.
RESIGNATION OF MEMBER
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Any member may resign from the Society by delivering to the Society a written resignation. Any member may
be required to resign by a vote of three-quarters of the members of the Society at an annual or special meeting provided that any such member shall be granted an opportunity to be heard at such meeting.
MEETINGS OF MEMBERS
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The annual or any special meeting of members of the Society shall normally take place at the annual convention
when members have the opportunity to meet and discuss matters of canonical interest. The annual or any special meeting of the members of the Society shall be held at the head office of the Society or at any place in Canada and at such time as the Executive Board shall decide after consultation with members of the Society. The members of the Society may resolve that a particular meeting of members be held outside Canada.
BUSINESS AT ANNUAL MEETING
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At every annual meeting, in addition to any other business that may be transacted, the report of the Executive
Board, the financial statement and the report of the auditor shall be presented. The members of the Society may consider and transact any business either special or general at any meeting of the members. The Executive Board or the President or Vice-President shall have power to call, at any time, a special meeting of the members of the Society. The Executive Board shall call a special meeting of members of the Society on written requisition of regular members carrying not less than 5% of the voting rights.
NOTICE OF MEMBERS' MEETING
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Each member of the Society shall be entitled to 30 days written notice of any annual or special meeting of
members. Notice of any meeting where special business will be transacted should contain sufficient information to permit the member to form a reasoned judgement on the decision to be taken. Notice of each meeting must remind the members of the right to vote by proxy.
VOTING OF MEMBERS
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Each regular member present at a meeting of
members of the Society shall have the right to exercise one vote. Honorary
members have the right to vote at all meetings of members of the Society. Every
question shall be determined by a majority of votes unless otherwise
specifically provided by statute or by these by-laws.
A
member may, by means of a written proxy, appoint a proxy holder to attend and
act at a specific meeting of members, in the manner and to the extent authorized
by the proxy. A proxy holder must be a member of the Society.
A proxy holder cannot
represent more than five members.
QUORUM FOR MEMBERS' MEETING
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At all meetings of members, a quorum shall consist of 15% of the members of the Society.
ERRORS AND OMISSIONS
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No error or omission in giving notice of any annual or special meeting or any adjourned meeting, whether annual
or special, of the members of the Society shall invalidate such meeting or make void any proceedings taken thereat
and any member may at any time waive notice of any such meeting and may ratify, approve and confirm any or all
proceedings taken or had thereat. For purpose of sending notice to any member or officer for any meeting or
otherwise, the address of the member or officer shall be his last address recorded on the books of the Society.
ELECTION PROCEDURES
AT MEMBERS MEETING
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Elections for officers of the Executive Board shall be by secret ballot. That candidate shall be elected who has
received an absolute majority of the valid votes cast. If no candidate receives an absolute majority on the first
ballot, the names of those two candidates who have received the highest number of votes shall then be again
presented for election. A tie for second place on the first ballot is broken by seniority of age. A tie on the second
ballot is also broken by seniority of age.
EXECUTIVE BOARD
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The property and business of the Society shall be managed by a board of directors which shall be called the
"Executive Board." The Executive Board shall be composed of seven regular members of the Society who shall be
called officers and four shall constitute a quorum. Officers must be at least 18 years of age, with power under law
to contract. Each officer must hold an academic degree in canon law and must have been a member of the Society
or its predecessor organization for a period of at least three years.
POWERS OF EXECUTIVE BOARD
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The Executive Board shall administer the affairs of the Society and enter into any kind of contract which the
Society may lawfully enter into and, save as hereinafter provided, generally, may exercise all such other powers and
do all such other acts and things as the Society is authorized to exercise and do. The Executive Board shall have
power to authorize expenditures on behalf of the Society from time to time and may delegate by resolution to an
officer or officers of the Society the right to employ and pay salaries to employees. The Executive Board shall take
such steps as they may deem requisite to enable the Corporation to acquire, accept, solicit or receive legacies, gifts,
grants, settlements, bequests, endowments and donations of any kind whatsoever for the purpose of furthering the
objects of the Corporation.
FIRST EXECUTIVE BOARD
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The applicants for incorporation shall become the first officers (directors) of the Society whose term of office
on the Executive Board shall continue in accordance with the provisions of Section 16.
ELECTION OF EXECUTIVE BOARD
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The officers of the Executive Board shall be elected at the annual meeting of members of the Society and retire
in rotation. At the first meeting of members of the Society for the election of officers, three officers shall be
elected as the French-speaking President, the French-speaking Vice-President and the English-speaking
Consultor and shall hold office from the end of the first annual meeting until the end of the second annual meeting
of members and three officers shall be elected as the English-speaking Vice-President, the French-speaking
Consultor and the Secretary-Treasurer and shall hold office from the end of the first annual meeting until the end
of the third annual meeting of members.
At the second annual meeting of members for the election of officers, the French-speaking President, the
French-speaking Vice-President and the English-speaking Consultor shall be elected for a two-year period and at
the third meeting of members for the election of officers, the English-speaking Vice-President, the French-speaking
Consultor and the Secretary-Treasurer for a two-year period. Subsequently, at each annual meeting of members of
the Society, officers shall be elected by the members of the Society to fill the positions of the officers whose term
of office has expired and shall hold office from the end of the annual meeting until the end of the second annual
meeting after such election.
VACANCY ON EXECUTIVE BOARD
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A vacancy on the Executive Board shall occur
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if an officer shall resign by delivering a written resignation to the Secretary-Treasurer of the Society;
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if an officer is found by a court to be of unsound mind;
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if an officer becomes bankrupt or suspends payment or compounds with his or her creditors;
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if, at a special meeting of members, a resolution is passed by three-quarters of the members present at the
meeting that an officer be removed from office; or
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on death.
Provided that a vacancy shall occur for any reason contained in this Section, the Executive Board by majority vote may,
by appointment, fill the vacancy with a regular member of the Society who shall complete the term of the individual who
has left office.
MEETINGS OF EXECUTIVE BOARD
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Meetings of the Executive Board may be held at any time and place to be determined by the Executive Board
provided that 48 hours written notice of such meeting shall be given to each officer. There shall be at least one
meeting per year of the Executive Board. No error or omission in giving notice of any meeting of the Executive Board
or any adjourned meeting of the Executive Board shall invalidate such meeting or make void any proceedings taken
thereat and any officer may at any time waive notice of any such meeting and may ratify, approve and confirm any
or all proceedings taken or had thereat. Each officer has the right to exercise one vote.
CASTING VOTE
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In the case of an equality of votes on any question at a meeting of the Executive Board, the President shall have a
second or casting vote.
TELEPHONE MEETINGS OF EXECUTIVE BOARD
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If all the officers consent thereto generally or in respect of a particular meeting, an officer may participate in a
meeting of the Executive Board or of a committee of the Executive Board by means of such conference telephone
or other communications facilities as permit all persons participating in the meeting to hear each other, and an officer
participating in such a meeting by such means is deemed to be present at the meeting.
MINUTES OF EXECUTIVE BOARD
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The minutes of the Executive Board shall not be available to the members of the Society but shall be available to the
Executive Board, each of whom shall receive a copy of such minutes.
REMUNERATION OF OFFICERS
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The officers of the Executive Board shall serve as such without remuneration and no officer shall directly or
indirectly receive any profit from such position; provided that an officer may be paid reasonable expenses incurred
in the performance of such officer's duties. Nothing herein contained shall be construed to preclude any officer
from serving the Society in any other capacity and receiving compensation therefore.
APPOINTMENT OF AGENTS
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The Executive Board may appoint such agents and engage such employees as it shall deem necessary from time to
time and such persons shall have such authority and shall perform such duties as shall be prescribed by the
Executive Board at the time of such appointment.
REMUNERATION OF AGENTS
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A reasonable remuneration for all agents and employees and committee members shall be fixed by the Executive
Board by resolution. Such resolution shall have force and effect only until the next meeting of members of the
Society when such resolution shall be confirmed by resolution of the regular members of the Society, or in the
absence of such confirmation by the members, then the remuneration to such agents or employees and committee
members shall cease to be payable from the date of such meeting of members.
INDEMNITIES TO OFFICERS
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Every officer of the Society or other person who has undertaken or is about to undertake any liability on behalf of
the Society and their heirs, executors and administrators, and estate and effects, respectively, shall from time to time
and at all times, be indemnified and saved harmless out of the funds of the Society, from and against:
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all costs, charges and expenses whatsoever which such officer or other person sustains or incurs in or about
any action, suit or proceedings which is brought, commenced or prosecuted against him, or in respect of any
act, deed, matter or thing whatsoever, made, done or permitted by him, in or about the execution of the duties
of his office or in respect of an such liability;
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all other costs, charges and expenses which he sustains or incurs in or about or in relation to the affairs thereof,
except such costs, charges or expenses as are occasioned by his own wilful neglect or default.
COMMITTEES
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The Executive Board is authorized to establish whatever committees it deems useful for the pursuit of the Society's
purpose.
OFFICERS
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The officers of the Society shall be a President, two Vice-Presidents (one English-speaking and one French-speaking), Secretary-Treasurer, two Consultors (one English-speaking and one French-speaking) and ex officio the
immediate past President. The office of the President shall alternate between an English-speaking member and a
French-speaking member. However, the President should be able to communicate in both official languages of the
Society. If the President is English-speaking, the French-speaking Vice-President shall be considered as the first
Vice-President, and vice versa. The Secretary-Treasurer must be able to fulfill the functions of this office in both
official languages of the Society.
All officers, except the President, are eligible for re-election to the Executive Board for one consecutive additional
term. The Secretary-Treasurer is eligible for re-election for several consecutive terms. Members of the Society shall
have the right to nominate from the floor candidates for each office.
PRESIDENT
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The President shall be the chief executive officer of the Society. The President shall convoke and preside at all
meetings of the Society and of the Executive Board, shall have the general and active management of the business
of the Society and shall see that all orders and resolutions of the Executive Board are carried into effect. When
authorized by the Executive Board, the President shall act officially in the name of the Society and represent it
elsewhere.
VICE-PRESIDENT
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The Vice-President shall, in the absence or disability of the President, perform the duties and exercise the powers
of the President and shall perform such other duties as shall from time to time be assigned by the President or the
Executive Board.
SECRETARY-TREASURER
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The Secretary-Treasurer shall have the general charge of the funds of the Society and shall keep full and accurate
accounts of all assets, liabilities, receipts and disbursements of the Society in the books belonging to the Society
and shall deposit all monies, securities, gifts and other valuable effects in the name and to the credit of the Society
in such chartered bank or trust company as may be designated by the Executive Board. He shall collect the annual
dues of members and disburse the funds of the Society as may be directed by proper authority taking proper
vouchers for such disbursements, and shall render to the President and directors at the regular meeting of the
Executive Board, or whenever they may require it, an accounting of all the transactions and a statement of the
financial position of the Society. The Secretary-Treasurer shall attend all meetings and act as clerk thereof and
record all votes and minutes of all proceedings in the books to be kept for that purpose. The Secretary-Treasurer
shall give or cause to be given notice of all meetings of the members and of the Executive Board and shall perform
such other duties as may be prescribed by the Executive Board or the President, under whose supervision he shall
be. The Secretary-Treasurer shall be custodian of the seal of the Society.
EXECUTION OF DOCUMENTS
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Contracts, documents or any instruments in writing requiring the signature of the Society, shall be signed by any
two of the officers of the Society and all contracts, documents and instruments in writing so signed shall be binding
upon the Society without any further authorization or formality. The Executive Board shall have power from time
to time, by resolution, to appoint an officer or officers on behalf of the Society to sign specific contracts, documents
and instruments in writing. The Executive Board may give the Society's power of attorney to any registered dealer
in securities for the purposes of the transferring of and dealing with any stocks, bonds, and other securities of the
Society. The seal of the Society when required may be affixed to contracts, documents and instruments in writing
signed as aforesaid or by any officer or officers appointed by resolution of the Executive Board.
FINANCIAL YEAR
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Unless otherwise ordered by the Executive Board, the financial year end of the Society shall be December 31.
AMENDMENT OF BY-LAWS
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The by-laws of the Society may be repealed or amended, by a by-law enacted by a majority of the Executive Board
at a meeting of the Executive Board and sanctioned by an affirmative vote of at least two-thirds of the members of
the Society at a meeting duly called for the purpose of considering the said by-law, provided that the repeal or
amendment of such by-laws shall not be enforced or acted upon until the approval of the Minister of Industry has
been obtained.
AUDITORS
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The members of the Society shall at each annual meeting appoint an auditor to audit the accounts of the Society
for report to the members at the next annual meeting of the Society. A casual vacancy in the office of auditor
between annual general meetings shall be filled by the Executive Board. The remuneration of the auditor shall be
fixed by the Executive Board.
NEWSLETTER
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The Society may publish for its members a periodical newsletter containing selected texts of canonical interest. The
newsletter's editor shall be appointed by and shall be accountable to the Executive Board.
BOOKS AND RECORDS
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The Executive Board shall see that all necessary books and records of the Society required by the by-laws of the
Society or by any applicable statute or law are regularly and properly kept.
RULES AND REGULATIONS
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The Executive Board may prescribe such rules and regulations not inconsistent with these by-laws relating to the
management and operation of the Society as it deems expedient, provided that such rules and regulations shall have
force and effect only until the next annual meeting of the members of the Society when they shall be confirmed, and
failing such confirmation at such annual meeting of members shall at and from that time cease to have force and
effect.
OFFICIAL LANGUAGES
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The official languages of the Society are English and French. Both the English and French texts of this by-law are
official.
INTERPRETATION
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In this by-law and in all other by-laws of the Society hereafter passed unless the context otherwise requires, words
importing the singular number or the masculine gender shall include the plural number or the feminine gender, as
the case may be and vice versa, and references to persons shall include the firms and corporations.
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