• Head Office and Corporate Seal
• Members
• General Meetings
• Board of Directors
• Meetings of the Board of Directors
• Officers
• Financial Provisions
• Banking Instruments and Contracts
• Amendments to By-Laws
  

 

 

HEAD OFFICE AND CORPORATE SEAL

1. Head Office - The head office of the Canadian Association of Legal Translators/Association canadienne des juristes-traducteurs (hereinafter the "Association") shall be in the city of Ottawa, Province of Ontario.

2. Corporate Seal - The corporate seal of the Association, the form of which shall be determined by the Board of Directors, shall only be affixed with the consent of the President or the Secretary.

 

MEMBERS

3. Categories - There are two categories of members of the Association:
   
   a. members with a university degree in law who work in the field of legal translation;
   
   b. members with a university degree in translation or a related discipline, who work in the field of legal translation. Persons with a university degree in another discipline who have worked full time in the field of legal translation for no fewer than two years are also eligible to become members of the Association.

4. "Member in Good Standing" - A member is in good standing when he or she abides by the bylaws of the Association, particularly as to membership fees.

5. Rights and Privileges - A member in good standing of the Association is entitled to participate in all the activities of the Association, to receive notice of all general meetings of members, to attend such meetings, and to vote thereat.

6. Membership Fee - The Board of Directors shall fix by resolution the amount and the due date of the annual membership fee to be paid by the members.
   The membership fee shall not be reimbursed if a member is removed, is suspended or resigns. A member who fails to pay his or her membership fee within thirty (30) days of its due date may be removed by resolution of the Board of Directors, upon prior notice of ten (10) clear days.

7. Resignation - Any member may resign from the membership by notice in writing addressed to the Secretary.

8. Advantage - No member of the Association shall make a financial profit from the operations of the Association, either by borrowing from the Association or by participating in the profits thereof.

9. Suspension or Removal - The Board of Directors may, by resolution, suspend for such period of time as it may determine or permanently remove any member who fails to pay the membership fee for which he or she is liable, or who engages in conduct deemed by the Board to be contrary or harmful to the objectives of the Association. The Board shall follow in this respect such procedure as it may determine.
   A member whom the Board proposes to suspend or remove shall be notified in writing, ten (10) clear days in advance, of the place, date and time of the meeting of the Board where the resolution purporting to suspend or remove the member shall be voted on. The member shall be heard thereat or set out in a written statement to be read by the Chair of the meeting his or her reasons for opposing the resolution providing for his or her suspension or striking off.

 

GENERAL MEETINGS

10. Annual General Meeting - The annual general meeting of the members of the Association shall be held within one hundred and twenty (120) days from the end of the Association's fiscal year and no more than fifteen (15) months after the preceding annual general meeting, on such date and time fixed by the Board of Directors. The annual general meeting shall be held at the head office of the Association or at such other place as determined by the Board of Directors.

11. Special General Meeting - A special general meeting of the members may be called by the President or the Board of Directors when considered appropriate for the efficient management of the Association's business or upon a written request made to the Board of Directors and bearing the signature of at least five percent (5%) of the members in good standing. Such meeting shall be held on such date and at such time and place as determined by the Board.

12. Notice of Meetings - Notice of any meeting shall be given in writing, at least fourteen (14) business days before the meeting, to every member entitled thereto at his or her last known address. The notice shall state the place, date, and time set for the meeting; in addition, the notice of a special meeting shall state only the business to be dealt with at the meeting.
    A meeting may validly be held without notice if all the members are present or if the absentees have waived notice. Any member present at a general meeting shall be deemed to have waived notice. The accidental omission to give notice of a meeting or the non-receipt thereof by any member entitled to receive notice shall not invalidate any resolution passed at such meeting.

13. Quorum - The members present in person shall constitute a quorum for any general meeting of members.

14. Vote - At any meeting of members, members in good standing who are present in person shall be entitled to one (1) vote. Voting by proxy shall not be permitted. In the event of an equality of votes, the President shall have a casting vote. Voting shall be conducted by a show of hands unless three (3) of the members present demand that it be taken by secret poll. In such case, the President shall appoint two (2) scrutineers to distribute and collect the ballots, and compile and report the results of the poll to the President. Subject to any provision to the contrary in a law or a by-law, all questions submitted to a general meeting of the members shall be decided by a simple majority (50% + 1) of the votes validly cast.

15. Chair and Secretary of General Meeting - All general meetings of members shall be chaired by the President of the Association, and the Secretary of the Association shall act as Secretary of the general meeting. In case of absence or incapacity, the members shall select from amongst themselves a Chair and a Secretary of the meeting, or one of them as the case may be.

16. Procedure - The Chair of the meeting shall see to the orderly transaction of business.

 

BOARD OF DIRECTORS

17. Membership - The business of the Association shall be managed by a Board of Directors consisting of no fewer than three (3) and no more than seven (7) members in good standing.

18. Powers - The Board of Directors shall have full powers to manage the internal affairs of the Association, to enter in its name into all types of contract allowed by law and, generally, to do all such other acts and things as the Association by its letters patent or by-laws is authorized to do.
    The Board may authorize expenditures on behalf of the Association and may provide by resolution for one or more officers to retain the paid services of any person. The Board may also incur expenses in order to promote the Association's interests.
    The Board may take all measures deemed necessary to allow the Association to acquire, receive, or solicit any legacy, gift, or subsidy of any kind in order to promote the objectives of the Association.

19. Term of Office - The term of office of the Directors, as set by the by-laws or by resolution, shall not exceed two (2) calendar years, but Directors may be re-elected. Every Director shall hold office from the close of the meeting at which the Director was appointed or elected until the annual general meeting when his or her term expires or until the appointment or election of his or her successor.

20. Eligibility - Only members in good standing of the Association shall be eligible to act as Directors. Any Director who ceases to be a member in good standing of the Association shall be removed forthwith as a Director. Outgoing Directors are eligible for re-election.

21. Election - Members in good standing of the Association shall elect the Directors of the Association at least once every two (2) years at the annual general meeting. If the number of candidates equals the number of Directors to be elected, the election shall be by acclamation. If there are more candidates than Directors to be elected, the election shall be conducted by secret ballot with a simple majority of votes cast (50% + 1).

22. Vacancy - Where a vacancy occurs on the Board of Directors, the remaining Directors may by resolution fill such vacancy, but the succeeding Director shall remain in office only for the unexpired term of his or her predecessor. In the meantime, and provided that they constitute a quorum, the remaining Directors may validly carry out the duties of the Board.

23. Ceasing to Hold Office - The office of a Director shall be declared vacant if the Director:

    a. submits his or her resignation mi writing to the Board of Directors;

    b. dies or is declared incompetent;

    c. ceases to meet the necessary qualifications; or

    d. is removed by the vote of two-thirds (2/3) of the members present at a meeting called for such purpose. The Director that the members propose to remove shall be notified in writing, at least fourteen (14) clear days in advance, of the place, date, and time of the special meeting. The Director shall be entitled to be heard thereat or set out in a written statement to be read by the Chair of the meeting his or her reasons for opposing the resolution providing for his or her removal.

24. Remuneration - No remuneration shall be paid as such to the Directors for their services.

25. Indemnification - The Association shall indemnify and hold the Directors - or their successors and assigns - harmless as required, from time to time, out of its assets from and against:

    a. all costs, charges, and expenses whatsoever that such Directors sustain or incur in or about any action, suit, or proceeding that is brought against them for or in respect of any act or deed done or allowed by them in or about the execution of the duties of their offices; and

    b. all other costs, charges, and expenses that such Directors sustain or incur in or about any of the affairs of the Association or with respect thereto, except those arising from their own negligence or wilful neglect.

26. Conflict of Interest - Subject to the provisions of the Canada Corporations Act, no Director having an interest in a contract with the Association, be it personally or as a member of a corporation or a partnership, shall be required to resign, provided that such Director declares his or her interest to the Board of Directors at the time when it has to act on such a contract, and refrains from voting on any resolution dealing with such contract.

 

MEETINGS OF THE BOARD OF DIRECTORS

27. Number of Meetings - The Directors shall meet as often as necessary, but at least two (2) times a year.

28. Notice and Location - Meetings of the Board of Directors shall be called by the Secretary or the President, either by order of the President or by request in writing of at least two (2) Directors. Meetings shall be held at the head office of the Association or at any other place determined by the President or the Board of Directors.

29. Notice of Meeting - Notice of a meeting of the Board of Directors shall be given at least ten (10) clear days prior thereto by letter addressed to each Director at his or her last known address. Notice of a meeting may also be given by telegram, telex, facsimile, or telephone. If all the Directors are present at the meeting or if th~ absentees waive notice thereof in writing, the meeting may be validly held without notice. The presence of a Director at a meeting shall act as a waiver of any default in the giving of notice thereof. The meeting of the Board of Directors that immediately follows the annual general meeting of members may be held without notice.

30. Quorum and Vote - The quorum required for a meeting of the Board of Directors shall be fixed at three (3) Directors. Issues submitted at any meeting shall be decided by a simple majority (50% + 1) of the votes cast thereat. The President shall have a casting vote in the case of equality of votes.

31. Chair and Secretary of Meetings of the Board - All meetings of the Board of Directors shall be chaired by the President of the Association, and the Secretary of the Association shall act as Secretary of the meeting. In case of absence or incapacity of the President or the Secretary or both of them, the Directors present shall choose from amongst themselves a Chair or a Secretary, or both, for the meeting.

32. Procedure - The Chair of the meeting shall see to the orderly transaction of business thereat.

33. Signed Resolution- A resolution in writing and bearing the signatures of all the Directors shall have the same force and effect as if the same had been unanimously adopted by the Board of Directors at a meeting duly called and held. Such resolution shall be inserted in the minute book of the Association according to its date and be considered as minutes of a meeting of the Board.

34. Participation by Telephone - The Directors may participate, if they all consent, in a meeting of the Board of Directors by means of the telephone or other communication facilities that permit all participants thereto to communicate with each other. Directors participating in such a meeting shall be deemed to be present thereat.

35. Minutes - Any member in good standing of the Association may examine the minutes and resolutions of the Board of Directors with the authorization of the Board; such authorization shall not be withheld without reasonable cause.

 

OFFICERS

36. Designation - The officers of the Association shall be the President, the Secretary, and the Treasurer, as well as any other person whose title and duties may be determined by resolution of the Board of Directors. Any one person may hold two (2) or more offices.

37. Election - The Board of Directors shall elect or appoint among -the Directors, at its first meeting after the annual general meeting of members, the officers of the Association, and thereafter as deemed necessary.

38. Remuneration - The officers of the Association shall not be remunerated as such for their services.

39. Delegation of Powers - In the event of absence or incapacity of any officer, or for any reason that it deems sufficient, the Board of Directors may delegate the powers of such officer to another officer or to a Director.

40. President - The President shall manage the affairs of the Association. The President shall chair all general meetings of members as well as meetings of the Board of Directors. The President shall see to the carrying out of the decisions of the Board of Directors, shall sign all documents requiring the President's signature, and shall perform all other duties as may from time to time be assigned to the President by the Board.

41. Secretary - The Secretary shall draft the minutes of all meetings of members as well as meetings of the Board of Directors. The Secretary shall perform all duties assigned to the Secretary by the by-laws or the Board of Directors. The Secretary shall have custody of the corporate seal of the Association, as well as the minute book and other corporate records.

42. Treasurer - The Treasurer shall be in charge of the finances of the Association and shall have custody of and maintain its books of account up-to-date. The Treasurer shall maintain an accurate statement of the assets and liabilities, as well as of the revenues and expenditures of the Association, in one or more appropriate record books. The Treasurer shall deposit the funds of the Association with a financial institution designated by the Board of Directors.

43. Resignation and Removal - An officer may resign from office at any time by submitting his or her resignation in writing to the President or Secretary of the Association or at any meeting of the Board of Directors. Subject to any written agreement to the contrary, any officer may be removed from office, with or without cause, by resolution of the Board.

44. Vacancy - Any vacancy occurring among the officers of the Association, as a result of death or resignation or for any other reason, may be filled by the Board of Directors by electing or appointing by resolution another qualified person to such vacant office. Such officer shall remain in office for the unexpired term of his or her predecessor.

 

FINANCIAL PROVISIONS

45. Fiscal Year - The fiscal year of the Association shall end on December 31 of each year, or at such other date as may be fixed by resolution of the Board of Directors.

46. Audit - All financial ledgers and statements shall be audited each year by an auditor appointed for such purpose, as soon as possible after the end of the fiscal year.

47. Auditor - The members shall appoint at each annual general meeting an auditor for the Association to hold office until the next annual general meeting or until a successor is appointed. The Board of Directors may fill any vacancy in the office of auditor. The auditor's remuneration shall be fixed by the Board of Directors.

 

BANKING INSTRUMENTS AND CONTRACTS

48. Banking Instruments - All cheques, notes and other banking instruments of the Association shall be signed by two (2) persons as may be designated for such purpose by the Board of Directors from time to time.

49. Contracts - All contracts and other documents requiring the signature of the Association shall, upon their approval by the Board of Directors, be signed by the President and either the Secretary, the Treasurer, or any officer or other person designated by the Board of Directors for the purpose of a specific contract or document.

 

AMENDMENTS TO BY-LAWS

50. Amendments - Any by-law of the Association may be amended or repealed by resolution of the Board of Directors assented to by a simple majority (50% + 1) of the votes cast by members at an annual general meeting or special general meeting of members. Such amendment or repeal shall not come into force or have effect until it has been approved by the Department of Consumer and Corporate Affairs Canada.

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