Bylaws

BY-LAW NO. 1

IT IS HEREBY ENACTED as a by-law of COUNCIL OF CANADIANS WITH DISABILITIES/LE CONSEIL DES CANADIENS AVEC DEFICIENCES (hereinafter referred to as “CCD") as follows:
1. Definitions

In this by-law and all other by-laws of CCD, 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;

“annual meeting” means a meeting of members held each year in accordance with the Act;

"articles" means the original or restated articles of incorporation or articles of amendment, amalgamation, continuance, reorganization, arrangement or revival of CCD;

"by-law" means this by-law and any other by-law of CCD as amended and which are, from time to time, in force and effect;

"Council" means the National Council of Representatives established in accordance with section 31;

"cross disability" means including all types of disability.

"disability" is defined in accordance with the UN Convention on the Rights of Persons with Disabilities, recognizing that disability is an evolving concept and that disability results from the interaction between persons with impairments and attitudinal and environmental barriers that hinders their full and effective participation in society on an equal basis with others. Persons with disabilities include those who have long-term physical, mental, intellectual or sensory impairments which in interaction with various barriers may hinder full and effective participation in society on an equal basis with others.

"meeting of members" means an annual meeting of members or a special meeting of members;

"ordinary resolution" means a resolution passed by a majority of not less than 51% of the votes cast on that resolution;

"proposal" means a proposal submitted by a member of CCD that meets the requirements of section 163 (Member Proposals) of the Act;

"Regulations" means the regulations made under the Act, as amended, restated or in effect from time to time; and

"special meeting of members" means a meeting of members other than an annual meeting of members .

"special resolution" means a resolution passed by a majority of not less than two-thirds (2/3) of the votes cast on that resolution.

2. 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 above, words and expressions defined in the Act have the same meanings when used in these by-laws.

3. Corporate Seal

CCD may have a corporate seal in the form approved from time to time by the Council. If a corporate seal is approved by the Council, the secretary of CCD shall be the custodian of the corporate seal.

4. Execution of Documents

Deeds, transfers, assignments, contracts, obligations and other instruments in writing requiring execution by CCD may be signed by any two (2) of its officers or any two members of Council. In addition, the Council 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 CCD to be a true copy thereof.

5. Financial Year End

The financial year end of CCD shall be March 31st in each year.

6. Banking Arrangements

The banking business of CCD shall be transacted at such bank or trust company carrying on a banking business in Canada as the Council may authorize from time to time by resolution. The banking business or any part of it shall be transacted by an officer or officers of CCD and/or other persons as the Council may by resolution from time to time authorize.

7. Borrowing Powers

The Council of CCD may, without authorization of the members,
a) borrow money on the credit of CCD;

b) issue, reissue, sell, pledge or hypothecate debt obligations of CCD;

c) give a guarantee on behalf of CCD; and

d) mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of CCD, owned or subsequently acquired, to secure any debt obligation of CCD.

8. Annual Financial Statements

CCD shall send to the members a copy of the annual financial statements and other documents referred to in subsection 172(1) (Annual Financial Statements) of the Act or a copy of a publication of CCD reproducing the information contained in the documents. Instead of sending the documents, CCD may send a summary to each member along with a notice informing the member of the procedure for obtaining a copy of the documents themselves, free of charge. CCD is not required to send the documents or a summary to a member who, in writing, declines to receive such documents.

9. Membership Conditions
Subject to the articles, membership in CCD shall be by regular, honourary and affiliate membership, provided that all members shall accept the objects and goals of CCD.
10. Membership. 
Regular Membership
Any organization consisting of 10 or more persons with a disability, and which is a consumer controlled advocacy organization which subscribes to the objects of CCD, may be admitted to regular membership, upon application accepted by ordinary resolution of the Council. Regular membership may include:
(a) One member from each of the 10 provinces and 3 territories which represents provincial and territorial cross-disability organizations; and

(b) Up to 12 members which represent national disability organizations, provided that at all times the number of members admitted pursuant to this subparagraph shall be one less than the number of members admitted pursuant to subsection (a).

(c) Two members at large: The members shall be entitled, at any annual general meeting, to elect to Council two persons with a disability to sit as members at large.  The persons with a disability desiring to serve CCD as a member at large may nominate themselves or be nominated by a member organization.

(d) 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).

Honourary Members

(a) Any person(s) or organization supporting the objects of CCD recognized for significant achievement or contribution may be admitted to honourary membership in CCD by resolution of the Council.  Honourary members will not be entitled to vote at any meeting of the members of CCD.

(b) 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).

Affiliate Members

(a) Any organization whose objects, interests and activities complement those of CCD may be admitted to affiliate membership in CCD by the Council, with such rights as the Council may determine, provided that any affiliate member will not be entitled to vote at any meeting of members of CCD.

(b) 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) of the Act.

11. Membership Transferability

(a) A membership may not be transferred.

(b) Pursuant to Section 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendment to add, change or delete this section of the by-laws.

12. Notice of Members Meeting

Notice of the time and place of a meeting of members shall be given to each member entitled to vote at the meeting by the following means:

a) 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

b) 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.

The notice of a special meeting shall include a statement of the nature of the business to be transacted in sufficient detail so as to permit the members to form a reasoned judgment thereon, including the text of any resolution to be submitted to the meeting.

Pursuant to subsection 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendment to change the manner of giving notice to members entitled to vote at a meeting of members.

13. Annual General Meeting of Members

At annual meetings there shall be presented a report of the Council of the affairs of CCD for the previous year, a financial statement of CCD and the auditor's report thereon as required by the Act, and such other information or reports relating to CCD's affairs as Council may determine.  In addition, the Annual General Meeting shall deal with the following matters:

a) Adoption of the agenda

b) Adopting the minutes of the Annual General Meeting

c) Considering the report of the Chairperson

d) Considering reports of other Committees and Staff

e) Reviewing the audited financial statements, setting out CCD’s income, disbursements, assets, liabilities and the annual external audit in accordance with generally accepted accounting principles (GAAP)

f) Appointing an auditor who shall audit the accounts of CCD and who shall hold office until the next annual meeting of members, provided that the Council may fill any casual vacancy in the office of the auditor. 

g) Election of National Executive Officers and Members at Large

h) By-law amendments, if any, which shall require the approval by special resolution of the members present and shall not become effective until approved by the Minister of Industry.

i) Considering resolution/business to be placed before the general membership as specified in the meeting notice.

14. Calling a Members' Meeting

The Council shall call a special meeting of members in accordance with Section 167 of the Act, on written requisition of members carrying not less than 51% of the voting rights. If the Council does not call a meeting within twenty-one (21) days of receiving the requisition, any member who signed the requisition may call the meeting.

15. Absentee Voting at Members' Meetings

Pursuant to section 171(1) (Absentee Voting) of the Act, a member entitled to vote at a meeting of members may vote by mailed-in ballot or by means of a telephonic, electronic or other communication facility if CCD has a system that:

a) enables the votes to be gathered in a manner that permits their subsequent verification, and

b) permits the tallied votes to be presented to CCD without it being possible for CCD to identify how each member voted.

Pursuant to subsection 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendment to the by-laws of CCD to change this method of voting by members not in attendance at a meeting of members.

16. Mailed-in Ballots

By resolution of the Executive Committee or Council, a membership vote may be held by mailed-in ballot, except as otherwise provided by the Act.  A proposed resolution to be decided by mailed-in ballot shall be sent by mail to each member who shall have twenty-one days from receipt thereof to return the ballot, which ballot may be returned in person, by electronic or regular mail.  Nine ballots shall constitute a quorum for voting by mailed-in ballot and a resolution shall be deemed to have been passed if approved by a majority of those casting a ballot.

17. Membership Fees

Membership fees, if any, shall be established by the Council.

18. Termination of Membership
A membership in CCD is terminated when:
a. the member withdraws from membership;;

b. the member is expelled or their membership is otherwise terminated in accordance with the by-laws;

c. the member's term of membership expires; or

d. CCD is liquidated and dissolved under the Act.

19. Termination of Membership

Where a member takes any action which, in the sole discretion of Council, is deemed to be contrary to the objectives or interests of CCD, such member may be removed from membership by special resolution of Council.  Prior to Council removing a member, the Chairperson, or such other officer as may be designated by the Council, shall provide not less than twenty (20) days’ notice to the member and shall provide reasons for the proposed removal. The member may make written submissions to the Chairperson, or such other officer as may be designated by the Council, in response to the notice, within such twenty (20) day period. In the event that no written submissions are received, the Council may proceed to remove the member. If written submissions are received in accordance with this section, the Council will consider such submissions in arriving at a final decision.  The Council shall notify the member of its decision within twenty (20) days’ of its decision.  The Council's decision shall be final and binding on the member.

20. Effect of Termination of Membership

Subject to the articles, upon any termination of membership, the rights of the member, including any rights in the property of CCD, automatically cease to exist.

21. Proposals Nominating Council at Annual Members' Meetings

Subject to the Regulations under the Act, any proposal may include nominations for the election of Council if the proposal is signed by not less than 51% of members entitled to vote at the meeting at which the proposal is to be presented.

22. Cost of Publishing Proposals for Annual Members' Meetings

The member who submitted the proposal shall pay the cost of including the proposal and any statement in the notice of meeting at which the proposal is to be presented unless otherwise provided by ordinary resolution of the members present at the meeting.

23. Time and Place of Members' Meeting

Subject to compliance with section 159 (Place of Members' Meetings) of the Act, meetings of the members may be held at any place within Canada and at any time prior to June 30th in each year, as determined by the Council.

24. Persons Entitled to be Present at Members' Meetings

The only persons entitled to be present at a meeting of members shall be those entitled to vote at the meeting, the Council, the public accountant of CCD, and such other persons who are entitled or required under any provision of the Act, articles or by-laws of CCD to be present at the meeting. Any other person may be admitted only on the invitation of the chairperson of the meeting or by resolution of the members.

25. Chair of Members' Meetings

In the event that the Chairperson is absent, the members who are present and entitled to vote at any meeting of members shall choose one of their number to chair the meeting.

26. Quorum at Members' Meetings

Nine regular members present shall constitute a quorum of any meeting of members for all purposes. 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.

27. Votes to Govern at Members' Meetings

At any meeting of members every question shall, unless otherwise provided by the articles or by-laws or by the Act, be determined by a majority of the votes cast on the questions. In case of an equality of votes either on a show of hands or on a ballot or on the results of electronic voting, the chairperson of the meeting shall not have a second or casting vote.

28. Participation by Electronic Means at Members' Meetings

If CCD chooses to make available a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during a meeting of members, any person entitled to attend such meeting may participate in the meeting by means of such telephonic, electronic or other communication facility in the manner provided by the Act. A person participating in a meeting by such means is deemed to be present at the meeting. Notwithstanding any other provision of this by-law, any person participating in a meeting of members pursuant to this section who is entitled to vote at that meeting may vote, in accordance with the Act, by means of any telephonic, electronic or other communication facility that CCD has made available for that purpose.

29. Members' Meeting Held Entirely by Electronic Means

If the Council or members of CCD call a meeting of members pursuant to the Act, the Council or members, as the case may be, may determine that the meeting shall be held, in accordance with the Act and the Regulations, entirely by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting.

30. Rules of Order

All meetings of CCD shall be conducted according to Robert’s Rules of Order.  A copy of Robert’s Rules of Order shall be available for referral at every meeting.

31. Council

The affairs of CCD shall be managed by a National Council of Representatives consisting of not fewer than 9 persons and not more than 28 persons.  The Council may exercise all such powers and do all such acts and things as may be exercised or done by CCD and are not by the by-laws of CCD or the Act expressly directed or required to be done by CCD at a meeting of members.

32. Number of Council

Each regular member shall be entitled to appoint one person as a member of the Council.  The members shall be entitled, at any annual general meeting, to elect to Council two persons with a disability to sit on the Council as members at large.  Persons with a disability desiring to serve CCD as a member at large may nominate themselves or may be nominated by a member.

33. Eligibility 

To be eligible as a member of Council, a person must be at least 18 years of age and have the capacity under law to contract.

34. Term of Office of Council

Each member of Council shall be appointed for a term not to exceed three (3) years, or until their successors are elected or appointed.  The members at large to Council are elected for two (2) year terms.  There is no maximum number of terms a person may serve on Council.

35. Remuneration of Council

Members of Council shall serve without remuneration but shall be entitled to reimbursement for any expenses that they may incur.  A member of Council who is engaged in or is a member of a firm engaged in any business or profession may act in and be paid the usual professional fees in connection with the affairs of CCD.

36. Calling of Meetings of Council

Meetings of the Council may be called by the chairperson or any 3 members of Council, at any time.

37. Notice of Meeting of Council

Notice of the time and place for the holding of a meeting of the Council shall be given in the manner provided in the section on giving notice of meeting of Council of this by-law to every member of Council not less than five (5) days before the time when the meeting is to be held. Notice of a meeting shall not be necessary if all of the Council 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 Council 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.

38. Votes to Govern at Meetings of the Council

At all meetings of Council, every question shall be decided by a majority of the votes cast on the question. In case of an equality of votes, the chairperson of the meeting shall not have a second or casting vote.

39. Vacation of Office

A member of Council shall vacate office:

a) If by notice in writing to the Secretary of CCD the member of Council resigns and such resignation, if not effective immediately, becomes effective in accordance with its terms;

b) On death; or

c) If the member fails to attend 3 consecutive meetings of Council without reasonable excuse, as determined by Council. 

40. Removal of Members of Council 

The members of CCD may, by resolution passed by special resolution at a meeting of members in respect of which notice specifying the intention to pass such a resolution has been given to all members, remove any member of Council.

41. Filling Vacancies

In the event of any vacancy on the Council, howsoever caused except through an increase in the number of Council, notice of such vacancy shall be given to the member that appointed the vacating member of Council and that member may appoint a replacement to fill the balance of the term.  In the case of a vacancy within the members at large, Council may elect a member to fill the balance of the term.  In the case of a vacancy in the Chairperson, Council will elect a replacement.

42. Committees 
Council shall establish the following committees:
a) Nominating Committee;

b) Executive Committee; and

c) any other committee as it deems necessary and shall prescribe its duties.

Members of the committees shall be subject to removal by Council at any time with or without cause.  Members of the committees shall serve without remuneration but shall be entitled to reimbursement for any expenses that they may incur.

43. Powers of Committees 
The Executive Committee shall be comprised of the Chairperson, the Vice-Chairpersons, the Secretary, the Treasurer and the Member at Large.  Subject to the Act, the Executive Committee shall possess and may from time to time exercise all powers of Council.  Members of the Executive Committee shall only be removed upon resolution passed by at least two-thirds of the members of Council, at a meeting for which notice of the intent to replace a member of the Executive Committee has been given. Quorum for the Executive Committee shall be three members of the Executive committee. 
Each other committee shall possess such powers as Council may from time to time determine and shall serve during the pleasure of Council.  Quorum for all other committees shall be 50% plus 1 of the members of the Committee then in office.
Each committee may adopt such rules as it shall deem expedient for the holding of its meetings, provided that each committee shall be chaired by a person appointed by Council and shall, at the request of Council, report to Council on its activities.

44. Appointment of Officers
The members shall, at an annual general meeting of members, elect a Chairperson, two Vice-Chairpersons, a Secretary, a Treasurer and a Member at Large, each of whom shall hold office for a period of two years from the date of election, unless otherwise removed from office in accordance with the provisions of this By-Law.  The incumbent Chairperson is eligible to stand for re-election as Chairperson as are all other members of Council.  A member of Council may be elected to any office of CCD provided that all such officers shall be members of Council.  Two or more of the aforesaid offices may be held by the same person.  If the same person holds the offices of Secretary and Treasurer the person may be known as the Secretary-Treasurer.  Council may from time to time appoint such other officers and agents as it deems necessary, who shall have such authority and shall perform such duties as may be prescribed by Council from time to time.
45. Replacement Member 

Upon election of the Chairperson to office, the member organization who appointed the Chairperson to Council shall be entitled to appoint a replacement member on Council.

46. Past Chairperson

The outgoing National Chairperson shall automatically assume the seat of Past Chairperson for the first year of office of the incoming Chairperson.  The Past Chairperson as an officer may attend all meetings of Council and Executive Committee and shall have voting privileges.

47. Vacancy in Office

In the absence of a written agreement to the contrary, Council may remove, whether for cause or without cause, any officer of CCD. Unless so removed, an officer shall hold office until the earlier of:

a) the officer's successor being appointed,

b) the officer's resignation,

c) such officer ceasing to be a member of Council (if a necessary qualification of appointment) or
d) such officer's death.

The directors may appoint one or more directors, who shall hold office for a term expiring not later than the close of the next annual general meeting of members, but the total of Directors so appointed may not exceed one third of the number of directors elected at the previous annual general meeting of members.

48. Method of Giving Any Notice

Any notice (which term includes any communication or document), other than notice of a meeting of members or a meeting of the Council, to be given (which term includes sent, delivered or served) pursuant to the Act, the articles, the by-laws or otherwise to a member, member of Council, officer or member of a committee of the Council or to the public accountant shall be sufficiently given:

a) 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 CCD or in the case of notice to a member of Council to the latest address as shown in the last notice that was sent by CCD in accordance with section 128 (Notice of Council) or 134 (Notice of change of Council) and received by the Member of Council;

b) if mailed to such person at such person's recorded address by prepaid ordinary or air mail;

c) if sent to such person by telephonic, electronic or other communication facility at such person's recorded address for that purpose; or

d) 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, member of Council, officer, public accountant or member of a committee of the Council 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 member of Council or officer of CCD to any notice or other document to be given by CCD may be written, stamped, type-written or printed or partly written, stamped, type-written or printed.

49. Omissions and Errors

The accidental omission to give any notice to any member, member of Council, officer, member of a committee of the Council or public accountant, or the non-receipt of any notice by any such person where CCD 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.

50. Distributing Assets and Dissolving the Corporation

The Corporation does not pay any dividends or distribute any property among its members. 

(a) Before a corporation can be dissolved, it must dispose of its property. This involves
(b) returning property to another person if the property was originally given to the corporation on the condition that it be returned when the corporation is to be dissolved;
(c)  paying any debt or other liabilities of the corporation;
(d) distributing any remaining property according to the statement set out in this item of the articles.  Property includes fixed property (e.g., land and buildings), movable property (e.g., office equipment, tools and cars) and other assets such as cash, bonds and shares.
(e) If the Corporation is dissolved, any funds or assets remaining, after paying all debts, are paid to a registered and incorporated charitable organization in accordance with the Income Tax Act.  Members select this organization by Special Resolution.  However, if the Corporation has its registration in accordance with the Income Tax Act revoked, the assets may only be distributed to qualified donees that also meet the definition of eligible donees under the Income Tax Act. 
(f) Under no circumstances do any individuals receive any assets of the Corporation

51. By-laws and Effective Date

Subject to the articles, Council may, by resolution, make, amend or repeal any by-laws that regulate the activities or affairs of CCD. Any such by-law, amendment or repeal shall be effective from the date of the resolution of Council until the next meeting of members where it may be confirmed, rejected or amended by the members by ordinary resolution. If the by-law, amendment or repeal is confirmed, or confirmed as amended, by the members it remains effective in the form in which it was confirmed. The by-law, amendment or repeal ceases to have effect if it is not submitted to the members at the next meeting of members or if it is rejected by the members at the meeting.

This section does not apply to a by-law that requires a special resolution of the members according to subsection 197(1) (fundamental change) of the Act because such by-law amendments or repeals are only effective when confirmed by members.

ENACTED this      7th       day of  June                                 , 2014.

  
 Tony Dolan,  Chairperson