Browse Site

By-laws

Index

Article 1 Language
Article 2 Office
Article 3 Seal
Article 4 Members
Article 5 Divisions
Article 6 Board of Directors
Article 7 Executive Committee
Article 8 Officers of the Association
Article 9 Nominations
Article 10 Elections and Voting
Article 11 Meetings of the Association
Article 12 Standing and Special Committees
Article 13 Council of Associated Organizations (CAO)
Article 14 Student Connection
Article 15 Parliamentary Procedures
Article 16 Fiscal Year
Article 17 Auditors
Article 18 Execution of Documents
Article 19 Distribution of Assets
Article 20 Rules and Regulations
Article 21 Amendments to By-Laws

By-laws

Article 1 Language

English and French shall be the official languages of the Association

Article 2 Office

2.1 The head office of the Association shall be located in the Regional Municipality of Ottawa-Carleton, Province of Ontario, Canada.

2.2 The Association may establish such other offices and agencies elsewhere within Canada as the Board determines.

Article 3 Seal

The Canadian Association on Gerontology shall have a seal in the form adopted by the Board of Directors.

Article 4 Members

4.1 The Association shall be composed of "Regular Members", "Organization Members", "Corporate Members", "Associated Organizations" and "Honorary Members".

4.2 Regular Members

4.2.1 Regular membership may be granted to persons who, by virtue of their training and/or experience, or retired are actively involved on an ongoing basis in the field of gerontology.

4.2.2 Regular members are entitled to all the privileges of membership including the right to vote and hold office.

4.3 Organization Members

4.3.1 Organizational membership may be granted to non-profit organizations who by virtue of their mandate are actively involved on an ongoing bases in the research, development, teaching, advocacy and/or provision of care within the field of gerontology.

4.3.2 Organizations must declare one (1) person as the primary member. All membership

rights and privileges will be extended to the primary person from the organization including the right to one vote and hold office.

4.4 Corporate Members

4.4.1 Corporate membership may be granted to propriety organizations which are actively involved and/or have an interest in the field of gerontology.

4.4.2 Corporate organizations must declare two (2) persons as the primary members. All membership rights and privileges will be extended to the two (2) persons from the organization each of whom shall have the right to vote and hold office.

4.5 Honorary Members

4.5.1 Honorary membership shall be conferred upon a person who has rendered distinguished service in some field of aging.

4.5.2 Honorary members are entitled to all the privileges of membership except the right of vote and hold office.

4.6 Associated Organizations

One multidisciplinary, non-profit, provincial gerontology association from each province which is incorporated or registered under the provincial law, has province - wide representation, subscribes to the objects of the CAG and has objects and by-laws in accord with these, and enters into a formal arrangement with the CAG for the pursuit of mutual benefits, shall be designated a member of the Council of Associated Organizations (CAO).

4.7 Membership Rights and Privileges

4.7.1 All members will receive notice of annual general meetings, conference information, newsletters, the Canadian Journal on Aging and any other information or services pertinent to the Association and its membership.

4.7.2 Regular, Organization and Corporate members are entitled to all the privileges of membership including the right to vote and hold office. Honorary members are entitled to all the privileges of membership except the right to vote and hold office.

4.8 Annual Membership Fees

Membership fees are based on the calendar year. The amount of the annual membership fee for Regular and Organization members, including retired and student members, shall be established by a majority vote of the membership at a duly constituted business session of an annual general or special meeting of the Association.

4.9 Withdrawal and Forfeiture of Membership

4.9.1 Any member may resign from membership at any time by notice in writing to the Membership Chair but, in any case, failure to pay the appropriate membership fee within three (3) months of the date it is due shall result in a cancellation of membership.

4.9.2 The Board of Directors shall have the power to terminate the membership of any person, organization, corporation or of an Associated Organization for conduct which tends to injure the Association or which is contrary to, or destructive of, its objects, provided that the allegations have been stated in writing by the Membership Chair to the member involved and that the said member has been given full opportunity to respond to the allegations either in writing to or by the individual member or by a representative or representatives of the associated member organization, before the Board of Directors or a body designated by it to deal with the matter. To be effected, cancellation of membership must be approved by seventy-five (75) per cent of the full Board of Directors, such vote to be recorded in person or by mail. There shall be no entitlement to reimbursement of fees paid.

Article 5 Divisions

5.1 Any member may elect to become associated with one or more of the Divisions.

For members who do not wish to join a specific division but who wish to attend meetings of the Association and exercise the rights of membership, there shall be a General membership classification.

5.2 The divisions of the Association shall be; Health and Biological Sciences, Psychology, Social Sciences, Social Policy and Practice and Educational Gerontology. Members may join any specific division or divisions relating to their specialty or interest and be classified for membership purposes according to the appropriate division classification or classifications.

5.3 Each division may establish and maintain its own terms of reference which shall be in accord with the By-Laws of the Association. When such divisional terms of reference are established, they shall be approved by the Board of Directors and a copy shall be filed at the Head office. Further, each division may adopt such rules of procedure as it may desire, but these are subject to review and approval by the Board of Directors.

5.4 Each division may administer such funds as are allocated by the Board of Directors for its use within the policies established by the Board of Directors.

Article 6 Board of Directors

6.1 Composition

There shall be a Board of Directors of the Association, to be known as the "Board of Directors", which shall be composed as follows:

(a) the President

(b) the Vice-President

(d) one (1) representative from each of the specific divisions

(e) one (1) student representative

6.1.1 These Directors shall be elected by the members and who will, following their election, appoint to the Board of Directors:

(e) the Editor-in-Chief of the Canadian Journal on Aging as appointed by the Board.

(f) one members-at-large (until 2001 only).

(g) one representative of the Council of Associated Organizations, as set forth in

Article 13.4.

6.2 Meetings

6.2.1 Meetings of the Board are called by the President, and shall take place at least twice a year, and may be held at any time and in any place to be determined by the Board provided that at least fourteen (14) days written notice shall be sent to each Board member.

6.2.2 A meeting may be held immediately before each general meeting of the Association and may also be held immediately following a general meeting and immediately before and immediately following a special meeting of the Association.

6.2.3 No error or omission in giving notice of any Board meeting shall invalidate such meeting or make void any proceedings taken thereat and any Board 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.

6.2.4 If all Board members consent generally or in respect of a particular meeting a Board member may participate in a Board meeting or of a Board committee by means of conference telephone or other communications facilities as permit all persons participating in the meeting to hear each other, and a Board member participating in such a meeting by such means is deemed to be present at the meeting. Five (5) days written notice shall be given of such meeting by mail or electronic means.

6.2.5 A resolution in writing, signed by all the Board members entitled to vote on that resolution at a Board meeting or a Board committee, is as valid as if it had been passed at a meeting of the Board or a committee of the Board.

6.2.6 A special meeting of the Board of Directors must be called on the request of the two divisional representatives of each of any three divisions, and may be called at any time by the President and/or a majority of the Board of Directors.

6.3 Chair and Secretary of Meetings

The President of the Association, or in the absence of the President, the Vice-President shall preside at all meetings of the Board of Directors. In the absence of the President and Vice-President, the members of the Board of Directors shall choose from among their number a Chair. The Executive Director shall act as Secretary at all meetings. In the absence of the Executive Director the members of the Board of Directors shall choose any suitable person to act as the Secretary of the meeting.

6.4 Board Member Remuneration

6.4.1 Board members shall serve as such without remuneration. No Board member shall directly or indirectly receive any profit from their position. Board members may be paid reasonable expenses incurred by them in the performance of their duties. This section shall not be construed to preclude a Board member from serving the Association as an officer or in any other capacity and receiving remuneration for services rendered.

6.4.2 The Board may exercise all the powers of the Association except those that are required by the Canada Corporations Act and the By-Laws to be exercised by the Association at a general meeting.

6.4.3 Without limiting its right to manage the Association, the Board may authorize expenditures on behalf of the Association from time to time and may delegate an officer or officers of the Association the right to employ and pay salaries to employees. The Board may authorize expenditures for the purpose of furthering the objects of the Association.

6.4.4 The Board shall take such steps as it may deem necessary to enable the Association to receive donations and benefits to further the objects of the Association.

6.5 Voting Power

6.5.1 Each member of the Board of Directors shall have one vote and shall vote in person. In case of a tie, the Chair at such meeting has a casting vote in addition to the regular vote allocated as a member of the Board of Directors.

6.5.2 In Article 6.1 where a distinction is made between elected and appointed members of the Board of Directors, the representative of the Associated Organizations shall be considered an appointed member.

6.6 Quorum

The quorum for a meeting of the Board of Directors shall be not less than one-third of the members.

6.7 Term of Office

6.7.1 The President, Vice-President and Secretary-Treasurer shall hold office for two years and shall not hold the same position for more than two consecutive two-year periods.

6.7.2 No person, shall serve on the Board of Directors for more than four consecutive two-year periods, after which a period of at least two years must elapse before re-election or re-appointment to the Board of Directors in any capacity.

6.8 Resignation or Death

If a member of the Board of Directors shall resign, die or otherwise cease to act, the Board of Directors may make the necessary replacement in its entire discretion, except in the case of a divisional representative when the position shall be filled in consultation with the division concerned, and in the case of the representative of the Associated Organizations in consultation with the Presidents of the Council of Associated Organizations.

6.9 Powers and Functions

The Board of Directors, subject to any special provision of the Constitution and By-Laws, shall have the following powers, responsibilities and functions:

6.9.1 The conduct, control, transaction, management, administration and supervision of all the property, affairs and business of the Association and all things and of all kinds and descriptions without any limitation except as may be set out in the Canada Corporations Act, the letters Patent of the Corporation or its By-Laws.

6.9.2 The power to make or cause to be made for and on behalf of the Association any kind or description of contract, agreement, document or writing which the Association may by law enter into, and from time to time to pass rules and regulations not contrary to law or to the provisions of the Canada Corporations Act, the Letters Patent of the Corporation or its By-Laws, for the purpose of regulating the affairs of the Association.

6.9.3 The power to authorize any person or persons to make, sign, draw, accept or endorse all promissory notes, cheques and other bills of exchange and all negotiable instrument for and on behalf of the Association, and to sign and execute all contracts, agreements, deeds of sale or purchase, grants, indentures, leases, mortgages, deeds of hypothec and documents in writing to be signed or executed by or on behalf of the Association, all of which, when so signed or executed by the person or persons so authorized, shall be binding upon the Association, and further to authorize such person or persons to affix whenever necessary the corporate seal of the Association to any such document or documents.

6.9.4 The power to appoint and remove all appointed officials, agents and servants of the Association, to determine their function and their remuneration and to determine what officers, appointed officials, agents and servants shall be bonded and the amount of any such bond.

6.9.5 The obligation to report fully to the Association at each general meeting upon the business transacted since the last general meeting.

6.9.6 The responsibility to decide upon the exact date and place for holding any general meeting of the Association and to call the same.

The Directors of the Association may also, from time to time,

6.9.7 borrow money or otherwise obtain credit upon the credit of the Association in such amounts and upon such terms as may be considered advisable;

6.9.8 issue, reissue, sell or pledge debt obligations of the Association including, without limitation, bonds, debentures, debenture stock, notes or other securities or obligations of the Association, whether secured or unsecured for such sums, upon such terms, covenants and conditions and at such prices as may be deemed expedient;

6.9.9 charge, mortgage, hypothecate, pledge, assign, transfer or otherwise create a security interest in all or any currently owned or subsequently acquired real or personal, movable, or immovable property of the Association, including, without limitation, book debts and unpaid calls, rights, powers, franchises and undertaking, to secure any money borrowed or any other debt or liability of the Association; and

6.9.10 delegate to such one or more of the Officers and Directors of the Association as may be designated by the Directors all or any of the powers conferred by the foregoing clauses or this By-Law to such extent and in such manner as the Directors shall determine at the time of each delegation. The Directors of the Association may, from time to time, authorize any or more of its officers, for and on behalf of the Association, to issue instruments under their facsimile signatures.

6.10 Removal from Office

6.10.1 The Board of Directors may at any time terminate the service of any committee or of a member of any committee which it has either appointed or approved.

6.10.2 The Board of Directors may for just cause terminate the tenure of the representative of the Associated Organizations and shall report such action forthwith to the presidents of the Associated Organizations.

6.10.3 The elected members of the Board of Directors may for just cause terminate any appointment to the Board of Directors made or approved by them.

6.10.4 The elected members of the Board of Directors may for just cause terminate the term of office of any elected officer or divisional representative, and shall report such action to the membership at the earliest opportunity at a general or special meeting of the Association.

6.10.5 Any elected director of officer may be removed from office by the affirmative vote of a majority of the members voting at a special meeting of the Association.

6.11 Indemnities to Board Members and Others

Every Board member and officer of the Association or other person who has undertaken or is about to undertake any liability on behalf of the Association and their heirs, executors and administrators, and estates and effects, respectively, shall from time to time and at all times, be indemnified and saved harmless out of the funds of the Association, from and against:

(a) all costs, charges and expenses which such Board member, 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 duties of his or her office or in respect of any such liability;

(b) all other costs, charges and expenses which he or she sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by this or her own willful neglect or default.

6.12 Surrender of Property

Officers of the Association, divisional representatives, standing and special committee chairs, members-at-large, the representative of the Council of Associated Organizations (CAO), and employees shall turn over to their successors, within thirty (30) days of the election or appointment to office of such successors, all the property of the Association pertaining to their position in accordance with policies established by the Board of Directors.

Article 7 Executive Committee

7.1 There shall be an Executive Committee consisting of the President, the Vice-President, the Secretary-Treasurer, and two other designated members of the Board.

7.2 The President or, in his/her absence, the Vice-President, or in his/her absence, the Secretary-Treasurer and two other members of the Executive Committee, shall constitute a quorum of the Executive Committee. A quorum for a meeting shall be not less than four, one of whom shall be the President or Vice-President.

7.3 Between meetings of the Board, the Executive Committee shall have all the powers of the Board in respect of the management of the affairs of the Association.

7.4 The Executive Committee shall meet at a time and place determined by the President in consultation with the other members of the Executive Committee.

7.5 The Executive shall determine its own procedures and shall keep minutes of all of its proceedings and circulate same for consideration by the Board.

7.6 All acts of the Executive Committee shall be reviewed by the Board and unless ratified by the Board, such acts shall only have force until the next Board meeting, and in default of ratification shall at and from the time cease to have force.

7.7 At least fourteen (14) days written notice of a meeting shall be sent to each Executive Committee member. Members may waive any notice period. Members may participate in a meeting of the Executive Committee by means of conference telephone or other communication facilities as permits all persons participating in the meeting to hear each other and a member participating in such a meeting by such means is deemed to be present at the meeting. In the case of a meeting by conference telephone or other communication facilities, five (5) days written notice shall be given but may be waived by members.

7.8 A member ceases to be a member of the Executive Committee upon cessation of their membership as a Board member.

Article 8 Officers of the Association

The officers of the Association shall be the following:

(a) the President;

(b) the Vice-President;

8.1 President

The President shall:

(a) preside at all general and special meetings of the Association and at all meetings of the Board of Directors and of the Executive Committee;

(b) shall be ex-officio a member of all committees except the Nominating Committee and any committees established by specific divisions;

(c) perform all acts and deeds pertaining to the office of President and shall exercise a general control and supervision over the affairs of the Association.

8.2 Vice-President

The Vice-President shall have such powers and shall perform such duties as may be assigned under the By-Laws, by the Board of Directors, the Executive Committee or the President. In the case of the absence of the President or of the President's inability to act as such at any time or for any reason, the Vice-President shall perform all the duties of the office of President.

8.3 Secretary-Treasurer

As the Secretary-Treasurer of the Association shall:

8.3.1 ensure that proper records are kept of general and special meetings of the Association, the Board of Directors, and the Executive;

8.3.2 be responsible for all the books and records, except as otherwise stated in these By-Laws or as the Board of Directors may arrange;

8.3.3 send or cause to be sent as soon as possible to all members of the Board of Directors the minutes of all business transacted at its meetings; and to all members of the Executive Committee, the minutes of all business transacted at its meetings;

8.3.4 notify or cause to be notified all members of the Board of Directors of their election or appointment to office and all committee members of their appointment;

8.3.5 be responsible for the general control of the finances, the monies and the securities of the Association except insofar as the Board of Directors may otherwise decide;

8.3.6 keep or cause to be kept full and accurate accounts of receipts and disbursements in books belonging to the Association, and deposit or cause to be deposited all money and other valuable securities in the name and to the credit of the Association in such bank of banks or depository as the Board of Directors from time to time designates;

8.3.7 render to the President whenever directed, an account of all transactions and of the financial position of the Association as may be required;

8.3.8 submit or cause to be submitted to the auditor or auditors of the Association all books of the Association for examination whenever required to do so by the Board of Directors of by the auditor or auditors of the Association;

8.3.9 prepare and deliver to the President, for submission to each general meeting of the Association, a budget of the estimated revenues and expenses of the Association for the ensuing fiscal year;

8.3.10 perform of cause to be performed all duties imposed upon the Secretary-Treasurer of the Association by the Constitution and the By-Laws, and generally perform all such other duties as appertain to the office or which may be incidental thereto, or as may be required by the Board of Directors, the Executive Committee, or the President. The Secretary-Treasurer may delegate day to day duties to the Executive

8.4 Executive Director

8.4.1 The Executive Director shall be responsible for the day-to-day management of the Association.

8.4.2 The Executive Director shall attend as secretary at all meetings of the Executive Committee, Board and Members.

8.4.3 The Executive Director shall act as clerk thereof and record all votes and minutes of all proceedings in the books kept for that purpose.

8.4.4 The Executive Director shall give or cause to be given notice of all meetings of Members, Board and Executive Committee.

8.4.5 The Executive Director shall be custodian of the seal of the CAG.

8.4.6 In the absence of the Executive Director, the President may delegate the duties of the Executive Director to a member of the Executive Committee.

Article 9 Nominations

9.1 Nominating Committee

9.1.1 There shall be a Nominating Committee composed of a Chair, who shall be the immediate Past-President, and one elected representative from each of the specific divisions.

9.1.2 During a general meeting of the Association, each specific division shall elect its representative to the Nominating Committee for the next general meeting. In addition, each division shall elect a first and second alternate who will, in that order, be called upon to represent the division on the Nominating Committee should the elected representative be unable to serve.

9.1.3 If this position becomes vacant, the Board of Directors shall appoint a Chair of the Nominating Committee from the membership; such appointee shall not be a member of the Board of Directors nor a divisional representative or alternate to the Nominating Committee for the biennium.

9.2 Quorum

A quorum of the Committee shall be four.

9.3 Term of Office

All members of the Nominating Committee shall hold office until the conclusion of the next general meeting of the Association following their election. When a divisional representative or the first or second alternative has actually served as a member of the Committee, such person shall not be elected or re-elected to the committee as a divisional representative or as an alternate from any division for one biennium.

9.4 Request for Nominations

At least one hundred and eighty (180) days prior to the first day of a general meeting, the Chair of the Nominating Committee shall invite all members of the Association to submit the names of persons for the offices of President, Vice-President, Secretary-Treasurer, and a representative from their own specific division or divisions, subject to the previsions of Article 6.7. All nominations must be submitted on a special form of the Association designed for the purpose which shall require the signatures of two members for each nomination; in the case of divisional nominations, the signatures must be those of two members of the specific division for which the nomination is being made. Each nomination; shall be accompanied by a letter signed by the nominee assuring the willingness of the candidate to serve. Nomination papers shall be returned to the Chair no later than one hundred and twenty (120) days prior to the first day of the general meeting.

If the members fail to submit nominations for any or all of the positions to be filled orshould any of the candidates die or have to withdraw their candidature, the members of the Nominating Committee shall themselves actively seek appropriate candidates for the positions. An effort shall be made to achieve regional and linguistic representation on the Board of Directors. In endeavoring to accomplish such representation, the Nomination Committee may nominate one additional candidate for each position it selects and for which an appropriate candidate can be found.

9.5 Qualifications for Nomination

Any person nominated for any elective office in the Association must be a member of the Association in good standing.

9.6 Ticket of Nominations

As soon as possible after all nominations from members have been received by the Chair of the Nominating Committee, the Committee shall proceed in the establishment of the list of candidates. When the complete list has been so prepared it shall thereafter be known as the "Ticket of Nominations", and a copy of it, signed by the Chair and at least two other members of the Nominating Committee, shall be sent not later than sixty (60) days prior to the first day of the general meeting to the President of the Association. The filing of such a copy with the President of the Association shall constitute the official nomination of the parties therein named to the elective offices in question.

Article 10 Elections and Voting

10.1 Voting for Elective Members of the Board of Directors

10.1.1 If there should be one person only nominated for any position to be filled on the Board of Directors, pursuant to Article 9.4.1, then such person shall be acclaimed elected at the next general meeting. In the event that two or more persons are nominated for any position, a ballot containing the names of candidates nominated for all contested positions as listed on the Ticket of Nominations shall be sent by mail to all members of the Association at least ninety (90) days prior to the first day of the general meeting. Accompanying the ballots shall be a separate listing by name, position to be held on the Board of Directors, and geographical location (city or town and province) of each person elected by acclamation. All ballots must be returned to the Chair of the Nominating Committee postmarked no later than fifteen (15) days prior to the first day of the general meeting.

10.1.2 Ballots shall be counted by the Executive Director and verified by two (2) members of the CAG, one being a Board member, at least thirty (30) days prior to the commencement of the general meeting. Candidates receiving a majority of votes for each position shall be elected. The announcement of those elected to the Board of Directors, both by acclamation and by ballot, shall be made during the official opening of the general meeting by the Chair of the Nominating Committee, or, in the absence of the Chair by a member of the said Committee. All elected officers and members of the Board of Directors shall assume their duties at the close of the general meeting.

10.2 Voting Body - Motions at Meetings of the Association

10.2.1 At each general and special meeting of the Association, the voting body shall consist of all members present who are entitled to vote.

10.2.2 Each voting member shall have one vote on all resolutions and motions which come before any general or special meeting. Voting shall be by a show of hands. In any voting by a show of hands, the Chair of the meeting shall decide the result and shall, with scrutinizers if necessary, make such count of the votes so given by a show of hands as may, in the opinion of the Chair, be necessary, and the decision of the chair shall be final. All resolutions and motions shall be decided by a majority vote, unless it is otherwise specified in the Canada Corporations Act, the Letters Patent of the Corporation or its By-Laws.

10.3 Casting Vote in Case of a Tie

10.3.1 In the case of a tie vote upon any motion or resolution, the Chair of the meeting shall in all cases have a casting vote in addition to any vote the Chair may otherwise have.

10.3.2 The Board of Directors may make any rules and regulations for the holding of elections and voting and for making all the necessary arrangements therefore as it may consider advisable, provided such rules and regulations do not conflict with the foregoing. A copy of any such rules and regulations shall be available to members at any time.

Article 11 MEETINGS OF THE ASSOCIATION

11.1 General Meetings

General meetings shall be held annually at such time and at such place as may be decided upon by the Board of Directors. During each general meeting, there shall be a business session at which any business of the Association may be transacted.

11.2 Special Meetings

A special meeting of the Association may be held at any time and at any place as may be determined by the Board of Directors, or by thirty (30) voting members in good standing requesting the same, as the case may be, and may be called by:

(a) the Board of Directors;

(b) any thirty (30) members in good standing acting together but only if the Board of Directors has refused or failed to call a special meeting within thirty (30) days after the said thirty (30) members have requested the Board of Directors, by application in writing, to do so, which application must set out the reasons for the special meeting and the business to be transacted thereat.

11.3 Business of Special Meetings

No business shall be transacted at a special meeting except such business as shall be specified in the notice thereof.

11.4 Notice of Meetings

11.4.1 A notice of each general or each special meeting shall be sent to each member. For a general meeting, such notice shall be mailed at least sixty (60) days before the first day of the meeting; for a special meeting such notice shall be mailed as soon as the meeting has been called. In each case, the notice shall indicate the time and place of the meeting; in the case of a special meeting, the notice shall specify the business to be transacted thereat in sufficient detail to enable the members of make a reasoned decision . It shall not be necessary to send any notice by registered mail.

11.4.2 Irregularity in the notice or in the giving thereof as well as the accidental failure to give such notice to or the non-receipt of such notice by any of the members entitled thereto shall not invalidate anything done or passed at the meeting.

11.5 Quorum

The quorum at any general or special meeting of the Association shall be thirty (30) voting members, exclusive of members of the Board of Directors.

11.6 Officers at Meetings

In case the President or the Vice-President should be unable to preside at any general or special meeting or any session thereof, a chair shall be chosen by the assembly for the meeting or session. In case the Executive Director should be unable to act as secretary of any general or special meeting or any session thereof, the Chair of the meeting shall choose a secretary for the meeting or session.

11.7 Order of Business

11.7.1 The order of business at any general or special meeting shall be determined by the

Board of Directors prior to the opening of the meeting in question. The order of business at any general meeting shall in any event include the following items:

(a) Reading of the minutes of the last general meeting and of any special meeting held since the last general meeting;

(b) Report of the President;

(d) Report of the Executive Committee;

(e) Appointment of the auditor or auditors for the ensuing year;

(f) New business.

11.7.2 At general meetings, when elections to the Board of Directors take place, the order of business shall also include the following items:

(a) Reports of Standing and/or Special Committees;

(b) Reports of Divisional Chairs;

11.8 Scientific and Professional Meetings or Symposia

11.8.1 Scientific and professional meetings or symposia relating to the objects of the Association may be arranged from time to time by the Board of Directors. One such meeting may be an integral part of a general meeting, in which case the business session shall be so organized that major program interests of not conflict with it. At each general meeting, the Board of Directors shall submit proposals, insofar as is reasonably possible, for the dates and locations of such meetings or symposia to be held during the next year.

11.8.2 The Association shall have an annual scientific and educational meeting (ASEM) to be held at a time and a place inside or outside Canada, as determined by the Board.

11.8.3 The rules for the presentation of papers and procedure at the annual scientific and educational meeting shall be set out.

11.9 Meetings of Specific Divisions

Provision for meetings of the specific divisions of the Association shall be arranged at the time of a general meeting. Meetings of divisions, either individually or jointly, may also be arranged on a local, provincial, or regional basis.

Article 12 Standing and Special Committees

The Board of Directors may by resolution appoint committees setting out the terms of reference, number of members and terms of service. The Board may also appoint the members of committees. The chair of a committee may attend Board meetings to report on the progress of the committee. Each committee shall submit an annual written report to the Association.

Article 13 Council of Associated Organizations(CAO)

13.1 Annual Meeting

13.1.1 Each year the Association shall provide persons who are members of Associated Organizations, but who may or may not be members of the Association, with the opportunity to hold a meeting at the time and place of the general meeting of the Association in order that they may discuss matters of mutual interest. This meeting shall be known as the annual meeting of Associated Organizations. It shall be so organized that it does not conflict with major program interests in relation to scientific or educational sessions or any business sessions of the Association, whether general or divisional.

13.1.2 The annual meeting of Associated Organizations shall be chaired by the representative of the Board of the Associated Organizations on the Board of Directors. The Chair shall arrange to have a proper record kept of the proceedings.

13.2 Voting Body

13.2.1 The Council of Associated Organizations, composed of two delegates from each Associated Organization, both of whom shall be members in good standing of the Association, shall constitute the voting body at the annual meeting of Associated Organizations. At least thirty (30) days in advance of the first day of a general meeting of the Association, each Associated Organization shall advise the Secretary-Treasurer of the Association and the representative of the Associated Organizations on the Board of Directors of the name and address of its two delegates.

13.2.2 The Chair shall be the representative of the Associated Organizations on the Board of Directors of the Association. The Chair shall have no voting rights upon any motion or resolution except a casting vote in the event of a tie.

13.2.3 In the absence of the representative on the Board of Directors to serve as the Chair of a meeting, the Council shall appoint one of its members as the Interim Chair. Such appointee shall retain all the rights and privileges of a voting delegate but shall, in all cases of a tie vote, upon any motion or resolution, have a casting vote as well.

13.3 Functions

The Council of Associated Organizations (CAO) shall:

(a) provide a forum for the exchange of information;

(b) undertake joint planning and/or action on matters of mutual interest; and

the governing bodies of the Associated Organizations as appropriate.

13.4 Representative on the Board of Directors

13.4.1 Beginning to coincide with the election of members to the Board of Directors of the Association as set forth in, the Council of Associated Organizations shall elect one representative to the said Board of Directors. The elected representatives:

(a) may or may not be a delegate on the Council;

(b) must be a member in good standing of an Associated Organization and of the association; and

(c} must have stated in writing willingness to serve in this capacity.

13.4.2 A representative of the Associated Organizations shall serve in this capacity on the Board of Directors of the Association for a two (2) year term and shall not be eligible for re-election.

13.5 By-Laws and Procedures

The Council of Associated Organizations may establish and maintain its own by-laws which shall be in accord with the By-Laws of the Association. When such Council By-Laws are established, they shall be approved by the Board of Directors of the Association and a copy shall be filed with the Executive Director. Further, the Council may adopt such rules of procedure as it may desire, but these are subject to review and approval by the Board of Directors of the Association.

13.6 Financial Responsibility

13.6.1 The Association shall assume the costs of providing an appropriate meeting place for the annual meeting of the Associated Organizations and of distributing thereat any material from the Association. The Association shall assume no costs for delegates on the Council of Associated Organizations or any other persons attending the annual meeting of Associated Organizations.

13.6.2 The same financial policies and practices shall apply in respect to the representative of the Associated Organizations on the Board of Directors of the Association as pertain to all members of the Board of Directors.

Article 14 Student Connection

14.1 Functions

The Student Connection - Connexion Étudiante (SC-CÉ) shall:

(a) with other CAG members, support the CAG Vision

(b) with other CAG members, support and pursue the CAG Mission

· the discussion of issues of specific concern to gerontology students across Canada;

· the exchange of information concerning research, practice, grants, job openings, and other relevant items;

· networking with students from across Canada and from around the world.

(d) represent the interests and concerns of students to the CAG's Board of Directors towards contributing to CAG activities, optimizing benefits for students, and facilitating student participation, particularly with respect to Annual Scientific and Educational Meetings and the Canadian Journal on Aging.

(e) support recruitment of CAG student members towards fostering a sense of student ownership of and future regular membership in the CAG upon graduation.

14.2 Membership Eligibility:

14.2.1 SC-CÉ membership is open to all CAG members:

(a) who are full-time students at a recognized university or college in a degree or diploma/certificate program where the focus is gerontology or an aging-related topic, and

(b) who pay the CAG student membership fee.

14.2.2 Each membership is a voluntary, interest-only involvement; each CAG student member has the right to vote in SC-CÉ elections and to hold SC-CÉ office.

14.3 Representative on the Board of Directors:

14.3.1 The elected SC-CÉ President shall be recommended to the CAG Board of Directors by the SC-CÉ Executive Committee to represent student members on the CAG Board. The CAG Board participation will consist of a two-year term paralleling the two-year term of the President's position. In the event that the President cannot attend a CAG Board meeting, then every effort shall be made for the SC-CÉ Vice-President to participate in the meeting (e.g., by teleconference if not in person). If the Vice-President is not available, then every effort shall be made for the SC-CÉ Secretary-Treasurer to participate in the meeting.

14.3.2 The SC-CÉ President and Vice-President shall hold office for the same two-year term and shall not hold the same position for more than two consecutive two-year periods.

14.4 Constitution

The SC-CÉ may establish and maintain its own Constitution which shall be in accord with the By-Laws of the CAG. When such Constitution is established, it shall be approved by the CAG Board of Directors and a copy shall be filed with the CAG Executive Director. Further, the SC-CÉ Executive Committee may adopt such rules of procedure as it may desire; however, these are subject to review and approval by the CAG Board of Directors.

14 General Meeting Schedule

The annual general SC-CÉ meeting shall be held during the CAG's Annual Scientific and Educational Meeting; notice will be broadcast to members through the CAG newsletter and the SC-CÉ distribution list at least six weeks in advance of the meeting. The SC-CÉ President shall chair the meeting and arrange for a proper record to be kept of the proceedings. In the event that the President cannot attend, then every effort shall be made for the SC-CÉ Vice-President to chair the meeting. If the Vice-President is not available, then every effort shall be made for the SC-CÉ Secretary-Treasurer to chair the meeting.

Article 15 Parliamentary Procedures

In any matters or procedures not considered in these By-Laws, Robert's Rules of Order shall apply.

Article 16 Fiscal Year

The fiscal year of the Association shall be the calendar year.

Article 17 Auditors

17.1 An auditor or auditors shall be appointed by the members at each general meeting of the Association to hold office until after the conclusion of the next general meeting. Whenever any vacancy occurs in the position of auditor or auditors before the end of the term, that vacancy may be filled by the Board of Directors for the balance of the term. While any such vacancy continues, the remaining auditor or auditors, if any, may continue to act.

17.2 The auditor or auditors so appointed shall make an annual audit of the books of the Association as soon as possible after the close of the fiscal year and shall report thereon to the Board of Directors.

17.3 The remuneration of the auditor or auditors shall be fixed by the Board of Directors.

Article 18 Execution of Documents

18.1 Subjects to 17.2, contracts, documents or any instruments in writing requiring the signature of the Association shall be signed by any two of the President, the Executive Director, the Office Manager, the Secretary-Treasurer, or the Vice-President, and all contracts, documents and instruments in writing so signed are binding upon the Association without any further authorization or formality. The Board shall have power from time to time by resolution to appoint an officer or officers on behalf of the Association, either to sign contracts, documents or instruments in writing. The seal of the Association when required may be affixed to documents, contracts and instruments in writing signed as aforesaid or by any officer appointed by resolution of the Board of Directors.

18.2 Contracts, documents or any instruments in writing involving amounts over five thousand dollars ($5,000) require the prior written approval of the Secretary-Treasurer, in addition to meeting the requirements of the above section.

Article 19 Distribution of Assets

If the Association enacts a by-law authorizing the Association to make an application to the Minister of Industry for acceptance of the surrender of the charter of the Association, the Board of Directors shall, after providing for the debts, liabilities and obligations of the Association distribute the assets of the Association among organizations which have, in the Board's view, purposes and objects similar to those of the Association and are registered canadian charitable institutions.

Article 20 Rules and Regulations

The Board of Directors may prescribe such rules and regulations not inconsistent with these by-laws relating to the management and operation of the Association as it deems expedient.

Article 21 Amendments to By-laws

These By-Laws or any section thereof may be amended, added to, repealed, replaced or re-enacted at any time by the members at any general or special meeting of the Association, provided that any By-Laws so amended, added to, repealed, replaced or re-enacted shall not be for enforced or acted upon until the approval of the Minister of Industry has been obtained.