BE IT ENACTED as a by-law of the Commonwealth Association of Museums (the “Corporation”) as follows:
SECTION 1 - GENERAL
- 1.01 Definitions
- 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-laws 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" includes a meeting of any class or classes of members and 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;
- "proposal" means a proposal submitted by a member of the Corporation that meets the requirements of section 163 (Shareholder Proposals) of the Act;
- "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.
- 1.02 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, and "person" includes an individual, body corporate, partnership, trust and unincorporated organization.
- Other than as specified in 1.01 above, words and expressions defined in the Act have the same meanings when used in these by-laws.
- 1.03 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.
- 1.04 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 or directors. 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.
- 1.05 Financial Year End
- The financial year end of the Corporation shall be determined by the board of directors.
- 1.06 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 an officer or officers of the Corporation and/or other persons as the board of directors may by resolution from time to time designate, direct or authorize.
- 1.07 Annual Financial Statements
- The Corporation may, instead of sending copies of the annual financial statements and other documents referred to in subsection 172(1) (Annual Financial Statements) of the Act to the members, publish a notice to its members stating that the annual financial statements and documents provided in subsection 172(1) are available at the registered office of the Corporation and any member may, on request, obtain a copy free of charge at the registered office or by prepaid mail.
SECTION 2 - MEMBERSHIP – MATTERS REQUIRING SPECIAL RESOLUTION
- 2.01 Membership Conditions
- 2.1 Voting Classes
There shall be three (3) classes of voting for membership in the Association:
- Institutional members;
- Regular individual members;
- Cowrie Circle members.
- 2.1.1 Institutional Member
Museums and/or museum associations throughout the Commonwealth are institutions created in the public interest. Museums engage their visitors, foster deeper understanding and promote the enjoyment and sharing of authentic cultural and natural heritage. Museums acquire, preserve, research, interpret and exhibit the tangible and intangible evidence of society and nature. As educational institutions, museums provide a physical forum for critical inquiry and investigation. Museums are permanent, not-for-profit institutions whose exhibitions are regularly open to the general public. This definition encompasses institutions that pursue similar objectives and accomplish most or some of a museum’s functions. Accordingly, the following are also recognized as museums:
- Exhibition places such as art galleries and science and interpretation centres;
- Institutions with plant and animal collections and displays, such as botanical gardens, biodomes, zoos, aquariums and insectariums;
- Cultural establishments that facilitate the preservation, continuation and management of tangible and intangible living heritage resources, such as keeping houses and heritage centres;
- Natural, archaeological, ethnographic and historical monuments and sites.
- 2.1.2 Regular Individual Member
A person, who is interested in the Association and who is or has been employed by or associated with a Museum or association in the Commonwealth eligible for membership in the Association as confirmed by a responsible officer of that Museum or association, may apply to the Board of Directors for admission as a regular member subject to the payment of an annual fee. Employees of the Association are also eligible.
- 2.1.3 Cowrie Circle Member
The Board of Directors may appoint as members of the Cowrie Circle, persons who are, or have been, individual members of the Association, who have contributed in a distinctive and exemplary fashion to their profession, have contributed to the advancement of museums and have made a significant contribution to the work of the Association. Such members are appointed for life. Candidates may be proposed for membership in the Cowrie Circle by any member of the Association in good standing.
- 2.2 Non-Voting Classes
There shall be one (1) class of nonvoting membership in the Association:
- Affiliate Member;
- 2.2.1 Affiliate Member
A person, institution, association, business or group based in a non-Commonwealth country which, although not directly involved in the work of the museum community in the Commonwealth, wishes to support the aims and program of the Association, subject to the payment of an annual fee.
- by mail, courier or personal delivery to each member entitled to vote at the meeting, during a period of 21 to 60 days before the day on which the meeting is to be held; or
- by telephonic, electronic or other communication facility to each member entitled to vote at the meeting, during a period of 21 to 35 days before the day on which the meeting is to be held.
SECTION 3 - MEMBERSHIP DUES, TERMINATION AND DISCIPLINE
- 3.01 Membership Dues
- Members shall be notified in writing of the membership dues at any time payable by them and, 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.
- 3.02 Termination of Membership
- A membership in the Corporation is terminated when:
- the member dies, or, in the case of a member that is a corporation, the corporation is dissolved;
- a member fails to maintain any qualifications for membership described in Section 2.01 of these bylaws;
- the member resigns by delivering a written resignation to the chair of the board of the Corporation in which case such resignation shall be effective on the date specified in the resignation;
- the member is expelled in accordance with Section 3.03 below or is otherwise terminated in accordance with the articles or by-laws;
- the member's term of membership expires; or
- the Corporation is liquidated or dissolved under the Act.
- 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.
- 3.03 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:
- violating any provision of the articles, by-laws, or written policies of the Corporation;
- carrying out any conduct which may be detrimental to the Corporation as determined by the board in its sole discretion;
- 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.
SECTION 4 - MEETINGS OF MEMBERS
- 4.01 Persons Entitled to be Present
- The only persons entitled to be present at a meeting of members shall be those entitled to vote at the meeting, the directors and the public accountant of the Corporation and such other persons who are entitled or required under any provision of the Act, articles or by-laws of the Corporation to be present at the meeting. Any other person may be admitted only on the invitation of the chair of the meeting or by resolution of the members.
- 4.02 Chair of the Meeting
- In the event that the chair of the board and the vice-chair 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.
- 4.03 Quorum
- A quorum at any meeting of the members (unless a greater number of members are required to be present by the Act) shall be 10% 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.
- 4.04 Proxies
- Each voting member is entitled to one vote. Members may vote by proxy. The names of proxies shall be registered in writing with the Executive Director of the Association, or his designate, at least twenty-four (24) hours in advance of the time set for the meeting;
- 4.05 Votes to Govern
- Unless otherwise required by the Act or the articles of the Corporation, questions arising at any meeting of the members shall be decided by a consensus of the members present at the meeting. A consensus will be considered to have been reached when no member objects to the question on the floor before the meeting. Should the chair of the meeting determine, after a reasonable effort to achieve consensus has been made, that a consensus will not be reached regarding a particular question then the chair shall refer the question to be decided by a majority vote of the members.
SECTION 5 - DIRECTORS
- 5.01 Election, Term and Number of Directors
- Subject to the articles, the members will elect the directors at the first meeting of members and at each succeeding triennial meeting at which an election of directors is required, and the directors shall be elected to hold office for a term expiring not later than the close of the next triennial meeting of members following the election.
- The term of office for elected Directors shall be for three (3) years, with the exception of those appointed to fill vacancies, whose term shall expire at the time of the next regular election.
- A Director may be elected to serve for up to two (2) consecutive terms. Following an absence of at least three (3) years, the same individual may be elected to serve for up to an additional two (2) consecutive terms.
- There shall be a minimum of seven (7) directors and not more than eleven (11).
SECTION 6 - MEETINGS OF DIRECTORS
- 6.01 Calling of Meetings
- Meetings of the board may be called by the chair of the board, the vice-chair of the board or any two (2) directors at any time. If the Corporation has only one director, that director may call and constitute a meeting.
- 6.02 Notice of Meeting
- Notice of the time and place for the holding of a meeting of the board shall be given in the manner provided in Section 8.01 of this by-law to every director of the Corporation not less than 7 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.
- 6.03 Regular Meetings
- The board may appoint a day or days in any month or months for regular meetings of the board at a place and hour to be named. A copy of any resolution of the board fixing the place and time of such regular meetings of the board shall be sent to each director forthwith after being passed, but no other notice shall be required for any such regular meeting except if subsection 136(3)(Notice of Meeting) of the Act requires the purpose thereof or the business to be transacted to be specified in the notice.
- 6.04 Votes to Govern
- Unless otherwise required by the Act or the articles of the Corporation, questions arising at any meeting of the board shall be decided by a consensus of the directors present at the meeting. A consensus will be considered to have been reached when no director objects to the question on the floor before the meeting. Should the chair of the meeting determine, after a reasonable effort to achieve consensus has been made, that a consensus will not be reached regarding a particular question, then the chair shall refer the question to be decided by a majority vote of the directors. In that event, each director is authorized to exercise one vote. In case of an equality of votes, the chair of the meeting in addition to an original vote shall have a second or casting vote.
- 6.05 Committees
- 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.
- 6.06 Meetings by Teleconference
- The directors of the Corporation may meet by teleconference provided that either a majority of the directors consent to the meeting by teleconference or meetings by teleconference have been approved by resolution of the Board of Directors at a meeting of the directors of the Corporation.
- 6.07 Meetings by Other Electronic Means
- The directors of the Corporation may meet by other electronic means that permit each director to communicate adequately with each other, provided that:
- The Board of Directors of the Corporation has passed a motion addressing the mechanics of holding such a meeting and dealing specifically with how security issues should be handled, the procedure for establishing quorum and recording votes;
- each director has equal access to specific means of communication to be used;
- each director has consented in advance of the meeting by electronic means using the specific means of communication proposed for the meeting.
SECTION 7 - OFFICERS
- 7.01 Description of Offices
- Unless otherwise specified by the board which may, subject to the Act modify, restrict or supplement such duties and powers, the offices of the Corporation, if designated and if officers are appointed, shall have the following duties and powers associated with their positions:
- Chair of the Board - The chair of the board, if one is to be appointed, shall be a director. The chair of the board, if any, 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.
- Vice-Chair of the Board - The vice-chair of the board, if one is to be appointed, shall be a director. If the chair of the board is absent or is unable or refuses to act, the vice-chair of the board, if any, shall, when present, preside at all meetings of the board of directors and of the members. The vicechair shall have such other duties and powers as the board may specify.
- President – If appointed, the president shall be the chief executive officer of the Corporation and shall be responsible for implementing the strategic plans and policies of the Corporation. The president shall, subject to the authority of the board, have general supervision of the affairs of the Corporation.
- Secretary – If appointed, the secretary shall attend and be the secretary of all meetings of the board, members and committees of the board. The secretary shall enter or cause to be entered in the Corporation's minute book, minutes of all proceedings at such meetings; the secretary shall give, or cause to be given, as and when instructed, notices to members, directors, the public accountant and members of committees; the secretary shall be the custodian of all books, papers, records, documents and other instruments belonging to the Corporation.
- Treasurer - If appointed, the treasurer shall have such powers and duties as the board may specify.
- The powers and duties of all other 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.
- 7.02 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:
- the officer's successor being appointed,
- the officer's resignation,
- such officer ceasing to be a director (if a necessary qualification of appointment) or
- 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.
SECTION 8 - NOTICES
- 8.01 Method of Giving Notices
- Any notice (which term includes any communication or document) to be given (which term includes sent, delivered or served), other than notice of a meeting of members or a meeting of the board of directors, pursuant to the Act, the articles, the by-laws or otherwise to a member, director, officer or member of a committee of the board or to the public accountant shall be sufficiently given:
- if delivered personally to the person to whom it is to be given or if delivered to such person's address as shown in the records of the Corporation or in the case of notice to a director to the latest address as shown in the last notice that was sent by the Corporation in accordance with section 128 (Notice of directors) or 134 (Notice of change of directors); or
- if mailed to such person at such person's recorded address by prepaid ordinary or air mail; or
- if sent to such person by telephonic, electronic or other communication facility at such person's recorded address for that purpose; or
- if provided in the form of an electronic document in accordance with Part 17 of the Act.
- A notice so delivered shall be deemed to have been given when it is delivered personally or to the recorded address as aforesaid; a notice so mailed shall be deemed to have been given when deposited in a post office or public letter box; and a notice so sent by any means of transmitted or recorded communication shall be deemed to have been given when dispatched or delivered to the appropriate communication company or agency or its representative for dispatch. The secretary may change or cause to be changed the recorded address of any member, director, officer, public accountant or member of a committee of the board in accordance with any information believed by the secretary to be reliable. The declaration by the secretary that notice has been given pursuant to this by-law shall be sufficient and conclusive evidence of the giving of such notice. The signature of any director or officer of the Corporation to any notice or other document to be given by the Corporation may be written, stamped, type-written or printed or partly written, stamped, type-written or printed.
- 8.02 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.
- 8.03 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.
SECTION 9 - DISPUTE RESOLUTION
- 9.01 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 Section 9.02 of this by-law.
- 9.02 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:
- 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.
- The number of mediators may be reduced from three to one or two upon agreement of the parties.
- 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 arbitrators appointed in accordance with this section shall be borne by such parties as may be determined by the arbitrators.
SECTION 10 – FOR THE PROTECTION OF DIRECTORS AND OFFICERS
- 10.01 For the Protection of Directors and Officers
- Except as otherwise provided in the act, no director or officer for the time being of the Corporation shall be liable for the acts, receipts, neglects or defaults of any other director or officer or employee or for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired by the Corporation or for or on behalf of of the Corporation or for the insufficiency or deficiency of any security in or upon which any of the monies of or belonging to the Corporation shall be placed out or invested or for any loss or damage arising from the bankruptcy, insolvency or tortuous act of any person including any person with whom or which any monies, securities or effects shall be lodged or deposited or for any loss, conversion, misapplication or misappropriation of or any damage resulting from any dealings with any monies, securities or other assets belonging to the Corporation or for any other loss, damage or misfortune what ever which may happen in the execution of the duties of the director’s or officer’s respective office or trust or in relation thereto unless the same shall happen by or through the director’s or officer’s own willful neglect or default.
- 10.02 Indemnities to Directors and Others
- Every director or officer of the Corporation or other person who has undertaken or is about to undertake any liability on behalf of the Corporation or any corporation controlled by it 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 corporation, from and against,
- (a) all costs, charges and expenses whatsoever which such director, officer or other person sustains or incurs in or about any action, suit or proceeding that is brought, commenced or prosecuted against a director, officer or other person for or in respect of any act, deed, matter or anything what ever, made, done or permitted by them, in or about the execution of the duties of such office or in respect of any such liability; and
- (b) all other costs, charges and expenses which the director, officer or other person sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by their own willful neglect or default.
- The Corporation shall also indemnify any such person in such other circumstances as the Act or law permit or requires. Nothing in this bylaw shall limit the right of a person entitled to indemnity to claim indemnity apart from the provisions of this bylaw to the extent permitted by the Act or law.
SECTION 11 - EFFECTIVE DATE
- 11.01 Effective Date
- Subject to matters requiring a special resolution, this by-law shall be effective when made by the board.
- CERTIFIED to be By-Law No. 1 of the Corporation, as enacted by the directors of the Corporation by resolution on the ______ day of ______, 20____ and confirmed by the members of the Corporation by special resolution on the ______ day of ______, 20____.
- Dated as of the __________ day of ___________, 20___.
[Indicate name of director/officer]