1. NAME AND SEAL
The name of the Corporation is 'Canadian Council of Archives/Conseil canadien des archives', hereinafter sometimes referred to as 'the Council'.
The corporate seal of the Council shall be in such form as shall be adopted by the Board of Directors and shall bear the words, "Canadian Council of Archives/Conseil canadien des archives".
For the purposes of these By-laws,
An Archives is a permanent establishment dedicated to the accessibility of Canada's documentary heritage through:
- appraising, selecting and acquiring the archival records of its sponsoring institution (normally its primary goal) and/or the archival records of corporate bodies, organizations or individuals relevant to its sponsoring institution or to a defined community or thematic interest;
- conserving the archival records or the information accepted;
- arranging and describing the archival records according to accepted archival principles;
- subscribing to and applying all relevant legislation governing use and access to records including the areas of privacy, access to information, and copyright;
- making the archival records available for continuing use, under defined conditions, by the sponsoring institution and by the public.
2.2 Archival records
Archival records constitute that coherent body of recorded information created or received by a government, corporate body or organization in the course of its operations, or by an individual in his/her activities, and which is then maintained, preferably in continuous authorized custody, as a record of those operations or activities.
2.3 Canadian Archival System
The Canadian archival system is open to participation by all archives in Canada intending to preserve and to make accessible the documentary heritage of Canada, and willing to adopt a cooperative approach in accomplishing this mission. This involves appraising, selecting, acquiring, conserving, arranging, describing and making accessible archives records in all documentary media, of both public and private origin, which are of enduring value in recording all aspects of Canadian life.
Participants in the Canadian archival system will include individual archives, provincial and territorial councils of archives or their equivalent organizations and professional associations, dedicated to the development of the archival profession and to the advancement of the discipline and technology of archival science, and the Canadian Council of Archives.
The objects of the Council are:
To preserve and provide access to Canadian documentary heritage by improving the administration, effectiveness and efficiency of the archival system.
In furtherance of the above object, to coordinate, provide leadership and foster development and cooperation within the Canadian archival system by assisting and supporting member archival organizations through programs and services that benefit Canadians.
4. PRIMARY ADVISORY FUNCTION
The Council's primary advisory function, in partnership with the provincial and territorial councils, and National Provincial Territorial Archivists Conference (NPTAC) is offered to all constituencies of the Canadian archival system, including Library and Archives Canada (LAC), sponsors of archives in Canada, federal and provincial Government departments and agencies, and all facets of Canadian society when deemed appropriate.
Subject to the articles, there shall be two classes of members in the Council, namely, Class A members and Class B members. The board of directors of the Council may, by resolution, approve the admission of the members of the Council. 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:
5.1.1 Class A Members
18.104.22.168 Class A voting membership of the Council shall consist of twenty-two (22) members: being one (1) representative from each of the ten (10) provincial councils and three (3) territorial councils or their equivalent organizations, the Chairperson (1) of the Council, the Vice-Chairperson (1) of the Council, the two (2) other directors of the Board elected under Section 7.1.1, the Member-at-large (1), one (1) representative from the Association des archivistes du Québec, one (1) representative of the Association of Canadian Archivists, one (1) representative from the Council of Provincial and Territorial Archivists, and one (1) representative of Library and Archives Canada.
22.214.171.124 The term of membership of a Class A voting member, with the exception duly elected directors pursuant to section 7.4, shall be annual subject to renewal in accordance with the policies of the Council.
126.96.36.199 As set out in the articles, each Class A voting member is entitled to receive notice of, attend and vote at all meetings of members and each such Class A voting member shall be entitled to one (1) vote at such meetings.
188.8.131.52 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 of the by-laws if those amendments affect membership rights and/or conditions described in paragraphs 197(1)(e), (h), (l) or (m).
5.1.2 Class B Members
184.108.40.206 Class B non-voting Associate Members are individuals or organizations who are supportive of the goals of the Council but do not qualify as Category A members.
220.127.116.11 The term of membership of a Class B non-voting member shall be annual, subject to renewal in accordance with the policies of the Corporation.
18.104.22.168 Subject to the Act and the articles, a Class B non-voting member shall not be entitled to receive notice of, attend or vote at meetings of the members of the Corporation.
22.214.171.124 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 of the by-laws if those amendments affect membership rights and/or conditions described in paragraphs 197(1)(e), (h), (l) or (m).
5.2 Official Observers
The official observers on the Council shall consist of representative or representatives as the Board of Directors of the Council may from time to time deem appropriate.
5.3 Qualifications for Membership
The members of the Council shall consist of all members who are enrolled on the records of the Council as members on the date of enactment of these By-laws, together with such other individuals admitted to membership from time to time pursuant to the procedures hereinafter set forth:
5.3.1 Class A Membership
126.96.36.199 Each of the provincial and territorial councils or their equivalent organizations, the Association des archivistes du Québec, the Association of Canadian Archivists, the Council of Provincial and Territorial Archivists, and Library and Archives Canada shall, thirty (30) days prior to the General Assembly, inform the Chairperson and the Secretary in writing of their official representative to sit as members of the Council for the next ensuing calendar year. A representative shall continue until he or she is replaced by his or her sponsoring council or organization.
188.8.131.52 If an official representative of a provincial or territorial council or its equivalent organization or the official representative of any of the Association des archivistes du Québec, the Association of Canadian Archivists, the Council of Provincial and Territorial Archivists, and Library and Archives Canada is not able to attend an Annual General or Special Meeting of the Council, the council or organization concerned will appoint another delegate to attend the meeting and will inform the Chairperson of the identity of the substitute delegate. The substitute delegate shall have all the rights and privileges of the official representative for the duration of the meeting which he or she attends.
184.108.40.206 The Chairperson and Vice-Chairperson and two directors shall be elected by majority vote of the members of the Council.
220.127.116.11 Following the election of directors to the Board of Directors, by the members of the Council, the council or organization which they previously represented shall proceed to appoint new representatives to the Council.
5.3.2 Class B Membership
Class B non-voting Associate Members shall be available to any individuals or organizations who are supportive of the goals of the Council but do not qualify as Category A members, pursuant to clause 5.1.1
5.4 Cessation of the Rights of Membership
All rights of membership shall cease upon receipt by the Chairperson of a letter of resignation from a member or of a letter from a council or other organization replacing a representative of that council or organization.
6. MEETINGS OF MEMBERS
6.1 Annual General Meeting
6.1.1 Place and date of meeting
The Annual General Meeting of the Council will be held in the last quarter of each calendar year at a place in Canada and on such date and at such hour as shall be determined by the Board of Directors of the Council. The Council should meet no less than once per year.
At the Annual General Meeting the members will receive the annual reports of the Board of Directors, review the decisions and actions of the Board of Directors taken since the preceding Annual General Meeting, adopt and amend the By-laws, elect the members of the Board of Directors including the Chairperson and the Vice-Chairperson of the Council, confirm the nomination of the chairpersons of the committees, study the projected budget and financial statement, and transact such other business as may properly come before the meeting.
6.1.3 Notice of Meeting
Notice of all meetings of members of the Council shall be served by sending to each member, not less than twenty-one (21) days before the date of the Annual Meeting, and directed to such address of each member as appears on the records of the Council, a printed, written or typewritten notice stating the date, hour, and place of meeting and general nature of business to be transacted.
6.2 Special General Meeting
A Special General Meeting of the members of the Council may be called at any time by resolution of the Board of Directors or by the Chairperson or on receipt of a request in writing signed by not fewer than one-third of the members of the Council. Notice of a Special General Meeting shall state the purpose or purposes of the meeting.
6.3 Omissions of Notice
The accidental omission to give notice of any meeting to, or the non-receipt of any notice by, any member of the Council or other incidental error shall not alone invalidate any resolution passed, or any proceedings taken, at any meeting of members if, in all other respects, the meeting has been properly called and conducted.
The Chairperson, or, in his or her absence, the Vice-Chairperson, shall preside at all general meetings of the members of the Council. If the Chairperson and Vice-Chairperson are absent or decline to act, the members may choose one of their number to chair the meeting.
The presence in person of a simple majority of the members shall constitute a quorum at Annual and Special General meetings.
All members of Council, except the members of the Board of Directors, shall be entitled to vote, one vote per member, at all Annual General or Special Meetings of Council. A vote by simple majority of the voting members present in person shall constitute a decision of the membership of the Council, except for amendment to the Bylaws. Amendments of Bylaws and enactment of new Bylaws shall require a 2/3 majority vote of the voting members present in person. In the case of a tie vote, the Chairperson shall be entitled to cast a vote to break the tie.
6.7 Official Observers
Official observer members of the Council prescribed by By-law 5.2 may attend meetings of members of the Council. Observers, at the request of the Chairperson, may participate in the deliberations of the meetings. They may not, however, vote.
All meetings of members of the Council, including those of the Board of Directors and Committees, shall be conducted in accordance with procedures laid down in Roberts Rules of Order.
7. BOARD OF DIRECTORS
7.1.1 The Board of Directors shall be comprised of five (5) members, namely, the Chairperson of the Council, the Vice-Chairperson of the Council, a Past Board member of the Council, and two (2) other directors as shall be elected by the members of the Council. The Past Board member shall be appointed by the Board of Directors.
7.1.2 Following the election of the Chairperson, the Vice-Chairperson and the two other directors to the Board of Director, as set out in Section 7.1.1 above, the council or organization which the said Chairperson, Vice-Chairperson and two (2) other directors previously represented shall proceed to appoint new representatives to the Council.
7.2 Duties of the Board of Directors
The Board of Directors shall be responsible to the membership of the Council for the formulation of policy, for the management of the affairs of the Council, and for such other duties as the Council may delegate to the Board of Directors from time to time.
7.3.1 The election of the Chairperson, the Vice-Chairperson, and the two (2) other directors to the Board of Directors shall be by means of a vote of the members present at the Annual General Meeting from nominations presented by the members. Members may nominate individuals to the Board of Directors who are not members of the council or representatives to the Council provided that at any time not more than two (2) non-members may hold positions as directors of the Board of Directors.
7.3.2 There will be a separate election for each of the posts of Chairperson and Vice-Chairperson and two other directors. Two positions among the Chairperson, Vice-Chairperson and the two directors will be available for election each year at the Annual General Meeting.
7.3.3 If it becomes necessary to hold an election between Annual General Meetings, the election will be held according to procedures established by the Board of Directors. In such a case, a quorum of members of the Council must be in attendance for such election and the election will be determined by a simple majority of the votes cast.
7.4 Term of Office
All members of the Board of Directors are elected for a term of two (2) years commencing on the date of the Annual General Meeting at which they were elected, and terminating at the Annual General Meeting two (2) years later. The term of any outgoing director may be renewed for a position on the Board of Directors, provided such director is then qualified as a member of the Council.
7.5 Cessation of Membership
Membership on the Board of Directors shall be automatically vacated by any member who:
- offers his or her resignation in writing to the Chairperson of the Council;
- is absent for more than two Board of Director meetings without valid reason;
- at the determination of the Chairperson, is no longer qualified under By-law 5 as a member of the Council; or
- on the decision of a majority of the members present at a Special General Meeting of the Members called to consider the removal of a director, is removed as a director and is asked to vacate his or her position on the Board of Directors.
In the case of a vacancy in the position of Chairperson or Vice-Chairperson during his or her term, an election must be held at the following Annual General Meeting to elect a replacement. However, at the determination of the Board of Directors, an election may be held during a year to fill such vacancy.
With the exception of the positions of Chairperson and Vice-Chairperson, all vacancies on the Board of Directors may be filled by appointment of the Chairperson, and any person so chosen shall retain his or her office only for so long as a vacating director would have retained the same if no vacancy had occurred. The person so appointed, however, retains the right to be eligible for the same position in a succeeding term.
7.7 Meetings of the Board of Directors
7.7.1 Number of Meeting
The Board of Directors shall meet at least twice each year, exclusive of any meeting or meetings held at the time of the Annual General Meeting.
7.7.2 Notice of Meeting
Meetings of the Board of Directors shall be called at the Chairperson's discretion or by the written request of any two directors, provided that not less than ten (10) days' notice in writing is given, together with a statement of the purpose of the meeting.
Should the Chairperson or Vice-Chairperson fail to attend any meeting, or, having attended, decline to act, the members present, providing they constitute a quorum, may elect a director to chair the meeting and to proceed with the business of the meeting.
A quorum shall consist of a simple majority of the number of members on the Board of Directors.
Questions arising at any meeting of the Board of Directors shall be decided by a simple majority vote of the directors present in person.
7.8 Indemnification of Directors and Officers
Every director and officer of the Council or other person who has undertaken or is about to undertake any liability on behalf of the Council or any company 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 Council, from and against
- all costs, charges and expenses which such director, officer or other person sustains or incurs in or about any action, suit or proceedings which is brought, commenced or prosecuted against him or her, or in respect of any act, deed, matter of thing whatsoever, made, done or permitted by him or her, in or about the execution of the duties of his/her office or in respect of any such liability;
- all costs, charges and expenses which such director, officer or other person sustains or incurs in or about any action, suit or proceedings which is brought, commenced or prosecuted against him or her, or in respect of any act, deed, matter of thing whatsoever, made, done or permitted by him or her, in or about the execution of the duties of his/her office or in respect of any such liability.
The officers of the Council shall be the Chairperson, the Vice-Chairperson, the Secretary and the Treasurer. The Secretary and Treasurer shall be appointed by the Board of Directors and one person may fill both the Secretary and Treasurer positions.
8.2 Duties of the Officers
These following officers shall be members of the Board of Directors and shall be responsible to the Board of Directors and to the Council as a whole for the management of the affairs of the Council.
The Chairperson shall preside at all meetings of the Council, but if not available, the Vice-Chairperson shall preside. The Chairperson shall be an ex officio member of all committees. The Chairperson shall direct the work of the Executive Director.
The Vice-Chairperson shall, in the absence of the Chairperson, perform the duties of the Chairperson and who so acting shall have all the power and be subject to all the responsibilities given or imposed upon the Chairperson.
The Secretary shall give or cause to be given notices for all meetings of the Board of Directors or committee of directors, if any, and members when directed to do so and have charge of the documents and registers referred to in Section 109 of the Canada Corporation Act.
The Treasurer shall keep or shall cause to be kept an accurate account of all receipts and disbursements of the Council in proper books of account, and shall deposit or shall cause to be deposited all monies or other valuable effects in the name and to the credit of the Council in such banks or banks as may be designated from time to time by the Board of Directors. The Treasurer shall disburse or cause to be disbursed the funds of the Council under the direction of the Chairperson and the Board of Directors, receiving proper vouchers therefore and render to the Board of Directors at its regular meetings or whenever required, an account of all transactions as Treasurer, and of the financial position of the Council.
It shall be in the power of the Council and of the Board of Directors to establish committees as deemed necessary.
9.2 Appointment of Committee chairpersons
The chairpersons of all committees shall be appointed by the Board of Directors normally for a period of two (2) years. Committee chairpersons are eligible to serve additional terms. The nominations of each chairperson must be ratified by the members of Council at the next Annual General Meeting.
9.3 Membership of committees
The membership of each committee shall not usually exceed six (6) members, including the chairperson of the committee, and may comprise people from outside the Council. The membership shall include at least one (1) member of the Association des archivistes du Québec, one (1) member of the Association of Canadian Archivists and one (1) member from Library and Archives Canada.
10. REMUNERATION OF OFFICERS, MEMBERS OF THE COUNCIL AND THE COMMITTEES
Officers, directors and members, as such, shall not receive any salary for their services, but by sanction of the Council, travel costs and per diem expenditures may be paid or reimbursed to those officers or members for attendance at each meeting of Council and of committees, providing that nothing herein contained shall be construed to preclude any officer or member from serving the Council in any other capacity.
11. ARCHIVE RECORDS OF THE COUNCIL
The records produced or received by the officers of Council and the members of the various committees of the Council are the property of the Council.
In the term of their mandate, officers of the Council and the members of the various committees must send to the Executive Director of the Council the records relating to their functions.
The minutes of the meetings of Council and of the various committees and of the other records produced shall be accessible to the members of the Council.
The By-laws of the Council may be adopted, amended or repealed by a two-thirds (2/3rd) majority of the voting members present at the Annual General Meeting or Special General Meeting, provided that the proposed text has been submitted in writing for examination by all members not less than twenty-one (21) days before the Meeting in question.
12.2 Provided, however, that the repeal or amendment of any By-law not embodied in the Letters Patent shall not be enforced or acted upon until the same shall be filed with the Department of Consumer and Corporate Affairs of Industry Canada and approval thereof shall have been obtained.
13. EXECUTION OF CONTRACTS AND OTHER DOCUMENTS
Every contract, agreement and other document intending to bind the Council shall be signed by the Chairperson and by one other director and shall have the corporate seal appended thereto, provided that the Board of Directors may by resolution authorize the Executive Director to sign in their stead subject to such restrictions and limitations as the Board of Directors may see fit. The Chairperson or such other person as the Board of Directors may designate by resolution shall have custody of the corporate seal.
14. BORROWING POWER
The board of directors of the Council may from time to time:
- borrow money on the credit of the Council;
- limit or increase the amount to be borrowed;
- issue, sell or pledge debt obligations (including bonds, debentures, debenture stock, notes or other like liabilities whether secured or unsecured) of the Council;
- charge, mortgage, hypothecate or pledge all or any currently owned or subsequently acquired real or personal, movable or immovable property of the Council, including book debts, rights, powers and undertakings, to secure any debt obligations or any money borrowed, or other debt or liability of the Council; and
- delegate the powers conferred on the directors under this paragraph to such officer or officers of the Council and to such extent and in such manner as the directors shall determine.
The powers hereby conferred shall be deemed to be in supplement of and not in substitution for any powers to borrow money for the purposes of the Council possessed by its directors or officers independently of this By-law.
15. FUND RAISING
The Board of Directors shall take such steps as they may deem requisite to enable the Council 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 Council.
16. HEAD OFFICE
The Head Office of the Council shall be located within the City of Ottawa, in the Province of Ontario, Canada.
17. FISCAL YEAR
Unless otherwise ordered by the Board of Directors and approved by the members, the fiscal year end of the Council shall be March 31 in each year.
The members shall at each Annual General Meeting appoint an auditor to audit the accounts of the Corporation to hold office until the next annual meeting, provided that the directors may fill any casual vacancy in the office of auditor. The remuneration of the auditor shall be fixed by the Board of Directors.