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BY-LAWS
OF THE
CANADIAN TELECOMMUNICATIONS
CONSULTANTS ASSOCIATION
(CTCA)
ASSOCIATION CANADIENNE DES
CONSULTANTS EN TELECOMMUNICATION
(ACCT)
Consolidating all bylaw amendments as
of May 24, 2005
Post & Parcel Delivery ONLY, CTCA, P.O. Box 361, St. Davids,
ON L0S 1P0
Phone (289) 477-1465
Toll Free (866) 584-2822
Fax (866) 584-0113
email: admin@ctca.ca Web site: http://www.ctca.ca
Provided below is a consolidated copy
of the complete By-laws relating generally to the conduct of the affairs of
CANADIAN TELECOMMUNICATIONS CONSULTANTS ASSOCIATION - ASSOCIATION CANADIENNE
DES CONSULTANTS EN TELECOMMUNICATION (hereinafter called the
"Corporation").
TABLE OF CONTENTS:
1.0
ARTICLE ONE: PREAMBLE
1.01 Nature and General Purposes
1.02 Objectives
2.0 ARTICLE TWO: DEFINITIONS AND
INTERPRETATION
2.01 Definitions
3.0 ARTICLE THREE: GENERAL
3.01 Head Office
3.02 Seal
3.03 Fiscal Year
4.0 ARTICLE FOUR: MEMBERSHIP
4.01 Full Membership
4.02 Associate Membership
4.03 Emeritus Membership
4.04 Supplier Liaison
Group
4.05 Affiliate Membership
4.06 Application Fees and Annual
Dues
4.06 Resignation of
Members
4.07 Removal of Members
for Cause
5.0 ARTICLE FIVE: DIRECTORS
5.01 General
5.02 Qualification
5.03 Term of Office of
Directors
5.04 Vacation of Office
5.05 Leave of Absence for
Directors
5.06 Remuneration of
Directors
5.07 Powers
5.08 Authorization of
Expenditures
5.09 Donations and
Benefits
5.10 Submission of
Contracts or Transactions to Ordinary Members for Approval
6.0 ARTICLE SIX: MEETINGS OF DIRECTORS
6.01 Place of Meetings
6.02 Calling of Meetings
6.03 Notice of Meeting
6.04 Waiver of Notice
6.05 Adjournment
6.06 Quorum
6.07 Voting
6.08 Irregularities
7.0 ARTICLE SEVEN: FOR THE PROTECTION
OF DIRECTORS AND OFFICERS
7.01 Liability
7.02 Indemnification by
Corporation
8.0 ARTICLE EIGHT: OFFICERS
8.01 Election and Appointment
8.02 Duties of Officer may
be Delegated
8.03 Remuneration
8.04 The President
8.05 The Vice-President
8.06 The Secretary
8.07 The Treasurer
8.08 Vacancies
9.0 ARTICLE NINE: COMMITTEES
9.01 Composition of the Executive
Committee
9.02 Powers
9.03 Procedure and Meetings
9.04 Chairman and
Secretary
9.05 Remuneration
9.06 Number of Members
9.07 Other Committees
10.0 ARTICLE TEN: MEETINGS OF MEMBERS
10.01 Annual Meeting
10.02 Other Meetings
10.03 Notice
10.04 Omission of Notice
10.05 Voting
10.06 Votes
10.07 Proxies
10.08 Adjournment
10.09 Quorum
11.0 ARTICLE ELEVEN: NOTICES
11.01 Method of Giving
11.02 Signature to
Notices
11.03 Computation of
Time
11.04 Proof of Service
12.0 ARTICLE TWELVE: MISCELLANEOUS
12.01 Cheques, Drafts, Notes,
Etc.
12.02 Execution of
Documents
12.03 Amendment of
By-Laws
12.04 Rules and
Regulations
12.05 Dissolution
12.06 Audit of Accounts
and Appointment of Auditors
13.0 ARTICLE THIRTEEN: MEMBER
ATTESTATION
14.0 ARTICLE FOURTEEN: ASSOCIATE
MEMBER ATTESTATION
15.0 ARTICLE FIFTEEN: SLG MEMBER
ATTESTATION
16.0 ARTICLE SIXTEEN: CTCA CODE OF
ETHICS AND PROFESSIONAL CONDUCT
17.0 ARTICLE
SEVENTEEN: AFFILIATE MEMBER ATTESTATION
BY-LAWS
CANADIAN TELECOMMUNICATIONS CONSULTANTS ASSOCIATION
1.0 ARTICLE ONE:
PREAMBLE
1.01 Nature and
General Purposes
The Canadian Telecommunications
Consultants Association (CTCA) is an organization of individuals who provide
independent advisory services related to telecommunications.
The purpose of the CTCA is to unite
Canadian telecommunications consultants in a common organization, so that they
may work together on matters of common interest.
The CTCA does not attempt to influence
public policy or regulatory decisions related to telecommunications.
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1.02 Objectives
The CTCA's objectives are:
a) To encourage the exchange of
information between telecommunications consultants and organizations that
contribute to the telecommunications industry in Canada.
b) To encourage members to strive for and
maintain the highest degree of quality, competence and professionalism in their
services.
c) To be a self-policing organization
whose members agree to and abide by a published Code of Ethics and Professional
Conduct.
d) To provide a forum where
telecommunications consultants can meet and share their experiences.
e) To encourage educational opportunities
that will ensure the advancement of the telecommunications consulting
profession.
f) To provide a forum within which
telecommunications suppliers can meet and communicate with consultants.
g) To encourage Canadian organizations to
retain members of the CTCA when they seek advisory services related to telecommunications.
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2.0 ARTICLE TWO:
DEFINITIONS AND INTERPRETATION
2.01 Definitions
In this by-law and all other by-laws of the Corporation, unless the context
otherwise specifies or requires:
(i) "Act" means the Canada Corporations Act, Revised Statutes of
Canada 1970, c. C-32, as from time to time amended, and every statute that may
be substituted therefore and, in the case of such amendment or substitution,
any references in the by-laws of the Corporation shall be read as referring to
the amended or substituted provisions therefor;
(ii) "by-law" means any by-law of the Corporation from time to
time in force and effect;
(iii) "member" means a member of the Corporation;
(iv) all terms contained in the by-laws which are defined in the Act shall
have the meanings given to such terms in the Act.
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3.0 ARTICLE THREE:
GENERAL
3.01 Head Office
The Corporation may from time to time (i) by resolution of the Board of
Directors fix and change the location of the head office of the Corporation
within the place in Canada designated as such by the Letters patent or by
by-law of the Corporation and (ii), pursuant to Section 24 of the Act, by
by-law change the place where the head office of the Corporation is to be
situated.
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3.02 Seal
The corporate seal of the Corporation shall be such as the Board of
Directors may by resolution from time to time adopt.
3.03 Fiscal Year
The fiscal period of the Corporation shall terminate on such day in each
year as the Board of Directors may from time to time by resolution determine.
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4.0 ARTICLE FOUR:
MEMBERSHIP
4.01 Full Membership
Full membership in the CTCA is open to
any individual who:
a) Has been actively involved in the
telecommunications industry, on a full-time basis, for at least three years;
b) Has been actively providing
independent advisory services related to telecommunications for at least the
twelve months immediately preceding the date of application for membership;
c) Agrees to and abides by the CTCA's
Code of Ethics and Professional Conduct as set out in Article 16 and as amended
from time to time by the Association;
d) On application, and once per year
thereafter, signs the Attestation as set out in Article 13, and provides any
other information or attestation which the CTCA Board of Directors may deem
necessary to ascertain his or her qualifications for membership;
e) Pays all applicable fees and dues.
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4.02 Associate
Membership
Associate Membership is open to any
individual any individual who:
a) Is actively providing independent
advisory services related to telecommunications;
b) On application, and once a year
thereafter, signs the Attestation as set out in Article 14, and provides any
other information or attestation which the CTCA Board of Directors may deem
necessary to ascertain his or her qualifications for membership;
c) Meets all other qualifications for
Full Membership except the length of experience requirements set in paragraphs
4.01a and 4.01b.
Associate Members have all rights of Full
Members but are not entitled to vote in any proceedings of the Corporation.
An Associate Member who becomes qualified
for Full Membership will be granted that status after he or she completes the
Attestation as set out in Article 13 and payment of all applicable fees and
dues.
No one may be an Associate Member for
more than three years.
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4.03
Emeritus Membership
The board of directors may offer Emeritus Membership to any consultant
member who is retiring from the business of telecommunications consulting and
who, in the opinion of the board, has made significant contributions to the
CTCA during the time of his/her membership in the organization.
Emeritus Members shall not pay any application fee or annual dues, and shall
not be entitled to vote in any proceedings of the Corporation. Their attendance
at meetings of members shall be at the discretion of the membership.”
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4.04 Supplier Liaison
Group
The Board of Directors may by resolution establish
and enlarge from time to time a Supplier Liaison Group which shall be composed
exclusively of manufacturers, suppliers and distributors within the
telecommunications industry who will act in an advisory capacity and provide
liaison between the supply sector of the industry and the CTCA.
Members of the Supplier Liaison Group
shall not be entitled to vote at any proceedings of the CTCA and their
attendance at meetings of members shall be at the discretion of the membership.
On application, and once a year
thereafter, SLG Members shall sign the Attestation as set out in Article 15,
and provide any other information or attestation which the CTCA Board of
Directors may deem necessary to ascertain their qualifications for membership.
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4.05 Affiliate Membership
The board of directors may offer
Affiliate Membership to any person, who in the opinion of the board, will
promote the aims and objectives of the Association, but who does not meet the
conditions of Membership set out in Sections 4.01; 4.02; 4.03 or 4.04.
Affiliate Members shall not be entitled to vote at any proceedings of the CTCA,
and their attendance of meetings of members shall be at the discretion of the
membership. On application and once a year thereafter Affiliate Members shall
sign the Attestation as set out in Article 17, and provide any other
information or attestation which the CTCA Board of Directors may deem necessary
to ascertain their qualifications for membership.”
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4.06
Application Fees and Annual Dues
a) The application fee for membership in
the CTCA shall be determined from time to time by the Board of Directors and
ratified by the membership.
b) The annual dues for membership shall
be determined by the Board of Directors and ratified by the membership.
c) Annual dues shall become payable on
January 1 in each year and shall apply to the ensuing twelve months. Payment of
annual dues shall be made no later than March 1 of each year (the "Due
Date"). Annual dues payable with respect to a broken portion of a calendar
year be pro-rated on a monthly basis, any part of a month to be deemed for these
purposes to be a full month.
d) Failure to pay annual dues and/or to
return the completed attestation form by the Due Date shall be grounds for
termination of membership by the Board of Directors. In such cases, the
Notification and Appeal procedure described in 4.07 shall not apply.
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4.07 Resignation of
Members
Any Member or Associate Member or SLG
Member may resign by informing the Secretary or President of the CTCA in writing.
Any member so resigning or withdrawing shall thereupon forfeit his rights in
the CTCA and, without limiting the generality of the foregoing, shall forfeit
any and all rights and claims to any part of the funds of the CTCA.
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4.08 Removal of
Members for Cause
It is the Board of Directors'
responsibility to ensure that Applicants meet all of the Conditions of
Membership set out in Section 4.01, and that members continue to meet those
Conditions, and that members do not act in a manner which is detrimental to the
best interests of the CTCA. The procedure for removing members is as follows.
a) Any Member, Associate Member, or SLG
Member who has evidence that a Member does not meet the Conditions of
Membership set out in Section 4.01, or has acted in a manner which is
detrimental to the best interests of the CTCA, may submit that evidence to the
Board of Directors for review.
b) If, as a result of evidence received,
or for any other reason, the Board of Directors believes that a Member may not
meet the Conditions of Membership set out in Section 4.01, or may have acted in
a manner which is detrimental to the best interests of the CTCA, it shall
inform the member of the nature of its concerns, and the member shall have an
opportunity to respond, orally or in writing, at a meeting of the Board. Notice
of that meeting shall be sent to the member by registered mail, at least 30
days prior to the meeting.
c) If the Board then concludes that the
Member does not meet the Conditions of Membership set out in Section 4.01, or
has acted in a manner which is detrimental to the best interests of the CTCA,
it shall ask the member to resign from the CTCA within 30 days. The request shall
be in writing and shall be sent to the member by registered mail.
d) The member may appeal the Board's
decision to the next general membership meeting. To do this, the member must
inform the Board of his or her intention to appeal within 30 days of the
mailing date of the request described in Section 4.07c, and must attend the
membership meeting in person to present his or her case. Pending the appeal,
the member will remain a full member with all rights and privileges.
e) In the event of an appeal, the
membership meeting shall give the Board and the member equal time to present
their cases. Following discussion, the meeting shall vote on whether to sustain
the Board's position. If a majority of those present and voting support the
resolution, the member's membership in the CTCA shall be automatically
terminated, and he or she shall forfeit all privileges of the CTCA including
all entrance and annual fees and shall surrender his or her certificate of
membership. If a majority of those present and voting reject the resolution,
the member shall retain full membership in the CTCA.
f) If the member has not responded to the
Board's request for his or her resignation within 30 days, his or her
membership in the CTCA shall be automatically terminated, and he or she shall
forfeit all privileges of the CTCA including all entrance and annual fees and
shall surrender his or her certificate of membership.
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5.0 ARTICLE FIVE: DIRECTORS
5.01 General
The affairs of the Corporation shall be managed and supervised by a Board of
Directors. In no event shall the number of Directors be less than three (3) or
greater than fifty (50).
5.02 Qualification
a) No person other than a member of the Corporation shall be a Director.
b) No person under eighteen (18) years of age shall be a Director.
c) No undischarged bankrupt or mentally incompetent person shall be a
Director.
d) All Directors must have been a member of the Corporation for at least one
year at the time of their election to the Board.
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5.03 Term of Office of
Directors
Directors shall be elected for a term of two years by the members at an
annual meeting of members. One-half of the Directors shall be elected each
year, and in the case where there are an odd number of Directors, the larger
whole number shall be elected in the even numbered years. All elected Directors
shall hold office for a term of two years.
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5.04 Vacation of
Office
The office of a Director shall ipso facto be vacated if:
(i) he or she ceases to be a member of the Corporation;
(ii) a receiving order is made against the Director or the Director makes an
assignment under the Bankruptcy Act (Canada);
(iii) an order is made declaring the Director to be a mentally incompetent
person or incapable of managing his or her own affairs; or
(iv) by notice in writing to the Corporation the Director resigns his or her
office and such resignation, if not effective immediately, becomes effective in
accordance with its terms.
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5.05 Leave of Absence
for Directors If a Director is unable, for a foreseeable
extended period, to attend Board Meetings or otherwise carry out the duties of
a Director, but does not wish to resign from the board, the Director may apply to
the Board for a temporary leave of absence. See article 6.06 for impact on
quorum.
5.06
Remuneration of Directors Directors, as such, shall not receive
any stated remuneration for their services, but, by resolution of the Board,
expenses of their attendance may be allowed for their attendance at each
regular or special meeting of the Board. Such fixed sum may be paid to the
Directors as members may by resolution, determine.
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5.07 Powers
The Directors may exercise all such powers of the Corporation as are not by
the Act or by these by-laws required to be exercised by the ordinary members at
annual or general meetings.
5.08 Authorization of
Expenditures
The Directors shall have power to authorize expenditures on behalf of the
Corporation from time to time and may delegate by resolution to an Officer or
Officers of the Corporation the right to employ and pay salaries to employees.
The Directors shall have the power to make expenditures for the purpose of
furthering the objects of the Corporation.
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5.09 Donations and
Benefits
The Board of Directors shall take such steps as it may deem requisite to
enable the Corporation to receive donations and benefits for the purpose of
furthering the objects of the Corporation.
5.10 Submission of
Contracts or Transactions to Ordinary Members for Approval
The Board of Directors in its discretion may submit any contract, act or
transaction for approval, ratification or confirmation at any meeting of the
ordinary members or at any meeting of the ordinary members called for the
purpose of considering the same and any contract, act or transaction that shall
be approved, ratified or confirmed by a resolution passed by the majority of
the votes cast any such meeting (unless any different or additional requirement
is imposed by the Act or by the Corporation's letters patent or any
supplementary letters patent or any other by-law) shall be as valid and as
binding upon the Corporation and upon all the members as though it had been
approved, ratified and/or confirmed by every member of the Corporation.
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6.0 ARTICLE SIX:
MEETINGS OF DIRECTORS
6.01 Place of Meetings
Meetings of the Board of Directors and of the Executive Committee of the
Board of Directors may be held either at the head office or elsewhere as the
Directors may from time to time determine.
6.02 Calling of
Meetings
A meeting of Directors may be convened at any time by any two Directors.
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6.03 Notice of Meeting
Notice of the time and place for the holding of any meeting of Directors
shall be delivered, mailed, or sent by electronic media to each Director not
less than five (5) days (exclusive of the day on which the notice is delivered,
mailed, or sent by electronic means but inclusive of the day for which notice
is given) before the date of the meeting; provided that meetings of the Board
of Directors or of the Executive Committee of the Board of Directors may be
held at any time without notice if all the directors are present or those
absent have waived notice.
6.04 Waiver of Notice
Notice of any meeting of the Board of Directors or of the Executive
Committee of the Board of Directors or any irregularity in any such meeting or
in the notice thereof may be waived by any Director in writing or by electronic
means addressed to the Corporation, and any such waiver may be validly given
either before or after the meeting to which such waiver relates.
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6.05 Adjournment
Any meeting of the Board of Directors or of the Executive Committee of the
Board of Directors may be adjourned from time to time by the chairperson of the
meeting, with the consent of the meeting, to a fixed time and place and no
notice of the time and place for the holding of the adjourned meeting need be
given to any Director. Any adjourned meeting shall be duly constituted if held
in accordance with the terms of the adjournment and a quorum is present
thereat. The Directors who formed a quorum at the original meeting are not
required to form the quorum at the adjourned meeting. If there is no quorum
present at the adjourned meeting, the original meeting shall be deemed to have
terminated forthwith after its adjournment.
6.06 Quorum
A quorum at any meeting of Directors shall be a majority of the Board
members who are not on a Board-approved leave of absence.
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6.07 Voting
Questions arising at any meeting of Directors shall be decided by a majority
of votes. In the event of an equality of votes, the chairperson of the meeting
in addition to his or her original vote shall not have a second or casting
vote.
6.08 Irregularities
No act or proceeding of Directors shall be invalid or ineffective by reason
of the subsequent ascertainment of any irregularity in regard to such act or
proceeding or the qualification of such Director or Directors.
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7.0 ARTICLE SEVEN: FOR
THE PROTECTION OF DIRECTORS AND OFFICERS
7.01 Liability
Subject to Sections 98 and 99 of the Act, no Director or Officer for the
time being of the Corporation shall be liable for the acts, receipts, neglects
or defaults of any other Director or Officer or employee or for joining in any
receipt or act for conformity or for any loss, damage, or expense happening to
the Corporation through the insufficiency or deficiency of title to any property
acquired by the Corporation or for or on behalf of the Corporation or for the
insufficiency or deficiency of any security in or upon which any of the moneys
of or belonging to the Corporation shall be placed out or invested or for any
loss or damage arising from the bankruptcy, insolvency or tortious act of any
person, firm or corporation including any person, firm or corporation with whom
or which any moneys, securities or effects shall be lodged or deposited or for
any loss, conversion, misapplication or misappropriation of or any damage
resulting from any dealings with any moneys, securities or other assets
belonging to the Corporation or for any other loss, damage or misfortune
whatever which may happen in the execution of the duties of his or her
respective office or trust or in relation thereto unless the same shall happen
by or through his or her own wrongful and willful act or through his or her own
wrongful and willful neglect or default. The Directors for the time being of
the Corporation shall not be under any duty or responsibility in respect of any
contract, act or transaction whether or not made, done or entered into in the
name or on behalf of the Corporation, except such as shall have been submitted
to and authorized or approved by the Board of Directors. If any Director or
Officer of the Corporation shall be employed by or shall perform services for
the Corporation otherwise than as a Director or Officer or shall be a member of
a firm or a shareholder, Director or Officer of a company which is employed by
or performs services for the Corporation, the fact of being a Director or
Officer of the Corporation shall not disentitle such Director or Officer or
such firm or company, as the case may be, from receiving proper remuneration
for such services.
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7.02 Indemnification
by Corporation
Every Director or Officer of the Corporation or other person who has
undertaken or is about to undertake any liability on behalf of the Corporation
and their heirs, executors and administrators, and estate and effects,
respectively, shall from time to time and at all times, be indemnified and
saved harmless out of the funds of the Corporation, from and against,
(i) all costs, charges and expenses whatsoever which such Director, Officer
or any other person sustains or incurs in or about any action, suit or
proceeding that is brought, commenced or prosecuted against him or her, for or
in respect of any act, deed, matter or thing whatsoever made, done or permitted
by him or her, in or about the execution of the duties of the office or in
respect of any such liability; and
(ii) all other costs, charges and expenses that the Director sustains or
incurs in or about or in relation to the affairs thereof, except such costs,
charges or expenses as are occasioned by his or her own willful neglect or
default.
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8.0 ARTICLE EIGHT:
OFFICERS
8.01 Election and
Appointment
The ordinary members shall, by ballot, annually or more often as may be
required elect to each position, the following Officers:
1 President: who shall at any time have held the office of vice-president
for at least one year;
2 Vice-Presidents: who shall at any time have held the office of Director
for at least 1 year;
1 Secretary :( which may alternatively be combined with the office of
Treasurer);
1 Treasurer: (which may alternatively be combined with the office of
Secretary).
The Immediate Past President shall automatically become an ex-officio,
non-voting, member of the Board of Directors until replaced by a successor.
Any two of such offices may be held by the same person except those of
President and Vice-President. In case and whenever the same person holds the
offices of Secretary and Treasurer, the Officer may but need not be known as
the Secretary-Treasurer. The Board of Directors may also from time to time
elect or appoint such other officers, employees and agents as it shall deem
necessary, who shall have such authority and shall perform such duties as from
me to time shall be prescribed by the Board of Directors.
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8.02 Duties of Officer
may be Delegated
In case of the absence or inability or refusal to act of any Officer of the
Corporation or for any other reason that the Board of Directors may deemed
sufficient, the Board may delegate all or any of the powers of such Officer to any
other Officer or to any Director for the time being.
8.03 Remuneration
All Officers of the Corporation shall serve without remuneration.
8.04 The President
The President shall be the Chief Executive Officer of the Corporation and
shall exercise general supervision over the business and affairs of the
Corporation; he or she shall sign such contracts, documents or instruments in
writing as require his or her signature and shall have such other powers and
duties as may from time to time be assigned to him or her by resolution of the
Board of Directors or as are incident to his office.
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8.05 The
Vice-President
The Vice-President, or if more than one, the Vice-Presidents in order of
seniority, shall be vested with all the powers and shall perform all the duties
of the President in the absence or inability or refusal to act of the
President. The Vice-President, or if more than one, the Vice-Presidents in
order of seniority, shall sign such contracts, documents or instruments in
writing as require their signatures and shall have such other powers and duties
as may from time to time be assigned to them by resolution of the Board of
Directors.
8.06 The Secretary
The Secretary shall give or cause to be given notices for all meetings of
the Board of Directors, Executive Committee of the Board of Directors and
members when directed to do so, shall have custody of the seal of the
Corporation and have charge of the minute books of the Corporation and of the
documents and registers referred to in Section 109 (a) to (d) of the Act. He or
she shall sign such contracts, documents or instruments in writing as require
his or her signature and shall have such other powers and duties as may from
time to time be assigned to him or her by the Board of Directors or as are
incident to his or her office.
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8.07 The Treasurer
Subject to the provisions of any resolution of the Board of Directors, the
Treasurer shall have the care and custody of all the funds and securities of
the Corporation and shall deposit the same in the name of the Corporation in
such bank or banks or with such other depositary or depositaries as the Board
of Directors may by resolution direct. He or she shall keep or cause to be kept
the books of account and accounting records referred to in Section 117 of the
Act. He or she shall sign such contracts, documents or instruments in writing
as require his or her signature and shall have such other powers and duties as
may from time to time be assigned to him or her by resolution of the Board of
Directors or as are incident to his or her office. He or she may be required to
give such bond for the faithful performance of his or her duties as the Board
of Directors in their uncontrolled discretion may require and no Director shall
be liable for failure to require any such bond or for the insufficiency of any
such bond or for any loss by reason of the failure of the Corporation to
receive any indemnity thereby provided.
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8.08 Vacancies
If the office of President, Vice-President, Secretary and Treasurer, or any
other Director shall be or become vacant by reason of death, resignation,
disqualification or in any other manner whatsoever, the Board of Directors
shall in the case of the President or the Secretary and may in the case of
other Officers elect or appoint, as the case may be, an Officer to fill such
vacancy.
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9.0 ARTICLE NINE:
COMMITTEES
9.01 Composition of
the Executive Committee
a) The Board of Directors may elect from its number an Executive Committee.
Unless otherwise ordered by the Board, each member of the Executive Committee
shall continue to be a member thereof until the expiration of his or her term
of office as a Director unless he or she is on a Board-approved leave of
absence.
b) The Board of Directors shall fill vacancies in the Executive Committee by
election from among the Directors.
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9.02 Powers
During the intervals between the meetings of the Board of Directors, the
Executive Committee shall possess and may exercise (subject to any regulations
which the Directors may from time to time make) all the powers of the Board of
Directors in the management and direction of the operations of the Corporation
(other than such acts as may by law be performed by the Directors themselves)
in such manner as the Executive Committee shall deem best for the interests of
the Corporation in all cases in which specific directions shall not have been
given by the Board of Directors. All action by the Executive Committee shall be
reported to the Board of Directors at its meeting next succeeding such action
and shall be subject to revision or alteration by the Board of Directors; provided
that no acts or rights of third parties shall be affected or invalidated by any
such revision or alteration.
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9.03 Procedure and
Meetings
The Executive Committee shall (subject to the provisions of this by-law) fix
its own rules of procedure from time to time and shall meet at such place or
places and in accordance with such rules or as provided by resolution of the
Board of Directors but in every case the presence of a majority of the members
of the Executive Committee shall be necessary to constitute a quorum.
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9.04 Chairman and
Secretary
The Executive Committee shall choose of its own number a chairperson and a
secretary.
9.05 Remuneration
Members of the Executive Committee, as such, shall not receive any stated
remuneration for their services, but, by resolution of the Board of Directors,
expenses of their attendance may be allowed for their attendance at meetings of
the Executive Committee.
9.06 Number of Members
The Executive Committee shall consist of not less than three (3) members but
the number of members may be increased or decreased from time to time (subject
to the provisions of the Act) by resolution of the Board of Directors.
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9.07 Other Committees
The Board of Directors may from time to time constitute such other committees
as it deems necessary and shall prescribe their duties.
10.0 ARTICLE TEN:
MEETINGS OF MEMBERS
10.01 Annual Meeting
Subject to compliance with Section 102 of the Act, the annual meeting of the
members shall be held at the head office of the Corporation or elsewhere within
Canada on such day in each year and at such time as the Board of Directors may
by resolution determine.
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10.02 Other Meetings
Other meetings of the members may be convened by the Board of Directors at
any date and time and at any place.
10.03 Notice
A printed, written or typewritten notice, stating the day, hour and place of
meeting and the general nature of the business to be transacted shall be served
either personally or by sending such notice to each member, and to the auditor
of the Corporation through the post, in a prepaid wrapper or a letter, at least
fourteen (14) days and not more than sixty (60) days (exclusive of the day of mailing
and of the day for which notice is given) before the date of every such meeting
directed to such address as appears on the books of the Corporation, or if no
address by given therein, then to the last address of such member or auditor
known to the Secretary; provided that a meeting of members may be held for any
purpose at any date and time and at any place without notice if all the members
entitled to vote at such meeting are present in person or represented by proxy
at the meeting or if all the members entitled to vote at such meeting and not
present in person or represented by proxy shall have waived notice. Notice of
any meeting of members or any irregularity in any such meeting or in the notice
thereof may be waived by any members or the duly appointed proxy of any
ordinary member or by the auditor of the Corporation in writing or by telegram,
cable or telex addressed to the Corporation, and any such waiver may be validly
given either before or after the meeting to which such waiver relates.
The auditor of the Corporation is entitled to attend any meeting of members
of the Corporation and to receive all notices and other communications relating
to any such meeting that a member is entitled to receive.
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10.04 Omission of
Notice
The accidental omission to give notice of any meeting or the non-receipt of
any notice by any member or by the auditor of the Corporation shall not
invalidate any resolution passed or any proceedings taken at any meeting of
members.
10.05 Voting
Each member shall be entitled to one vote at any annual meeting or other
meeting of members.
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10.06 Votes
a) Every question submitted to any meeting of members shall be decided in
the first instance by a show of hands.
b) At any meeting, unless a poll is demanded, a declaration by the
chairperson of the meeting that a resolution has been carried or carried unanimously
or by a particular majority or lost or not carried by a particular majority
shall be conclusive evidence of the fact without proof of the number or
proportion of votes recorded in favour of or against the motion.
c) In the absence of the President and every Vice-President who is a
Director, the members present entitled to vote shall choose another Director as
chairperson of the meeting and if no Director is present or if all the
Directors present decline to take the chair then the ordinary members present
shall choose one of the members present to be chairperson.
d) If at any meeting a poll is demanded on the election of a chairperson or
on the question of adjournment or termination, it shall be taken forthwith
without adjournment. If a poll is demanded on any other question, it shall be
taken by ballot in such a manner and either at once or later at the meeting or
after adjournment as the chairperson of the meeting directs. The result of a
poll shall be deemed to be the resolution of the meeting at which the poll was
demanded. A demand for a poll may be withdrawn.
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10.07 Proxies
a) Votes at meetings of members may be given either personally or by proxy.
b) Every member entitled to vote in person or by proxy at a meeting of
members may, by means of a proxy, appoint a person, who need not be a member,
as his or her nominee to attend and act at the meeting in the manner, to the
extent and with the power conferred by the proxy.
c) An instrument appointing a proxy shall be in written or printed form and
executed by the member or the member's attorney authorized in writing. A proxy
ceases to be valid one (1) year from its date.
d) An instrument appointing a proxy may be in the following form or in any
other form which complies with the requirements of the Act:
The undersigned member of Canadian Telecommunications Consultants
Association - Association Canadienne des Consultants en Telecommunication
appoints
_______________of __________________
whom failing, ________________________
of _________________________________
as the nominee of the undersigned to attend and act for and on behalf of the
undersigned at the meeting of the members of the said Corporation to be held on
the ____ day of _______ , 20__, and at any adjournment thereof in the same
manner, to the same extent and with the same power as if the undersigned was
personally present at the said meeting or such adjournment thereof.
Dated the ____ day of _______ , 20__ .
(signature of member)
e) The Directors may from time to time pass regulations regarding the
lodging of instruments appointing a proxy at some place or places other than
the place at which a meeting or adjourned meeting of members is to be held and
for particulars of such instruments to be transmitted by electronic means or
sent in writing before the meeting or adjourned meeting to the Corporation or
any agent of the Corporation appointed for the purpose of receiving such
particulars and providing that instruments appointing a proxy so lodged may be
voted upon as though the instruments themselves were produced at the meeting or
adjourned meeting and votes given in accordance with such regulations shall be
valid and shall be counted. The chairperson of any meeting of members may,
subject to any regulations made as aforesaid, in the chairperson's discretion,
accept telegraphic, telex, cable or written communication as to the authority
of anyone claiming to vote on behalf of and to represent a member
notwithstanding that no instrument of proxy conferring such authority has been
lodged with the Corporation and any votes given in accordance with such
electronically transmitted or written communication accepted by the chairperson
of the meeting shall be valid and shall be counted.
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10.08 Adjournment
The chairperson of the meeting may with the consent of the meeting adjourn
any meeting of members from time to time to a fixed time and place and no
notice of the time and place for the holding of the adjourned meeting need be
given to any member. Any adjourned meeting shall be duly constituted if held in
accordance with the terms of the adjournment and a quorum is present thereat,
provided that the persons who formed a quorum at the original meeting are not
required to form the quorum at the adjourned meeting. If there is no quorum
present at the adjourned meeting, the original meeting shall be deemed to have
terminated forthwith after its adjournment. Any business may be brought before
or dealt with at any adjourned meeting which might have been brought before or
dealt with at the original meeting in accordance with the notice calling the
same.
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10.09 Quorum
Two members present in person or represented by proxy shall be a quorum of
any meeting of members for the choice of a chairperson of the meeting and for
the adjournment of the meeting; for all other purposes a quorum for any meeting
(unless a greater number of ordinary members are required to be represented by
the Act or by the letters patent or by the supplementary letters patent issued
to the Corporation or by any other by-law of the Corporation) shall be persons
present not being less than two (2) in number and being or representing by
proxy not less than fifty per cent (50%) of the total number of members of the
Corporation. No business shall be transacted at any meeting unless the
requisite quorum shall be present at the commencement of such business.
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11.0 ARTICLE ELEVEN:
NOTICES
11.01 Method of
Giving
Subject to Section 9.03 any notice or other document required to be given or
sent by the Corporation to any member, Director or auditor of the Corporation
shall be served either personally or by sending it through the post in a
prepaid envelope or wrapper or by electronic mail addressed to such member,
Director or auditor at his or her latest address as the same appears in the
books of the Corporation, or if no address be given therein, then to the latest
address of such member, Director or auditor known to the Secretary. With respect
to every notice or other document sent by mail it shall be sufficient to prove
that the envelope or wrapper containing the notice or other document was
properly addressed and put into a post office or into a post office letter box.
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11.02 Signature to
Notices
The signature of any Director or Officer of the Corporation to any notice
may be written, stamped, typewritten or printed or partly written, stamped,
typewritten or printed.
11.03 Computation of
Time
Where a given number of days' notice or notice extending over any period is
required to be given under any provision of the letters patent, supplementary
letters patent or by-laws of the Corporation, the day of service or posting of
the notice shall, unless it is otherwise provided, be counted in such number of
days or other period.
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11.04 Proof of
Service
A certificate of any Officer of the Corporation in office at the time of the
making of the certificate as to facts in relation to the mailing or delivery or
service of any notice or other document to any member, Director, Officer or
auditor or publication of any notice or other document shall be conclusive
evidence thereof and shall be binding on every member, Director, Officer or
auditor of the Corporation, as the case may be.
12.0 ARTICLE TWELVE:
MISCELLANEOUS
12.01 Cheques,
Drafts, Notes, Etc.
All cheques, drafts or orders for the payment of money and all notes,
acceptances and bills of exchange shall be signed by such Officer or Officers
or other person or persons, whether or not Officers of the Corporation, and in
such manner as the Board of Directors may from time to time designate by
resolution.
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12.02 Execution of
Documents
a) Contracts, documents or instruments in writing requiring the signature of
the Corporation may be signed by (i) the President or a Vice-President,
together with the Secretary or the Treasurer or (ii) any two Directors, and all
contracts, documents or instruments in writing so signed shall be binding upon
the Corporation without any further authorization or formality. The Board of
Directors is authorized from time to time by resolution to appoint any Officer
or Officers or any person or persons on behalf of the Corporation either to
sign contracts, documents or instruments in writing generally or to sign specific
contracts, documents or instruments in writing.
b) The corporate seal of the Corporation may when required be affixed to
contracts, documents or instruments in writing signed as aforesaid or by any
Officer or Officers, person or persons appointed as aforesaid by resolution of
the Board of Directors.
c) The term "contracts, documents or instruments in writing" as
used in this by-law shall include deeds, mortgages, hypothecs, charges,
conveyances, transfers and assignments of property, real or personal, immovable
or movable, agreements, releases, receipts and discharges for the payment of
money or other obligations, conveyances, transfers of shares and all paper
writings.
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12.03 Amendment of
By-Laws
By-laws of the Corporation may be enacted, and the by-laws repealed or
amended by by-law enacted, by a majority of the Directors at a meeting of the
Board of Directors and sanctioned by an affirmative vote of at least two-thirds
of the ordinary members at a meeting duly called for the purpose of considering
the said by-law, provided that the enactment, repeal or amendment of such
by-law shall not be enforced or acted upon until the approval of the Minister
has been obtained.
12.04 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
Corporation as they deem expedient, provided that such rules and regulations
shall have force and effect only until the next annual meeting of the members
of the Corporation when they shall be confirmed, and in default of confirmation
at such annual meeting of members shall at and from that time cease to have
force and effect.
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12.05 Dissolution
In the event of the dissolution of the Corporation, any assets remaining
after the payment and satisfaction of the debts and liabilities of the Corporation
shall be transferred to an organization or organizations in Canada having cognate or similar
objects to those of the Corporation.
12.06 Audit of
Accounts and Appointment of Auditors
The ordinary members shall at each annual meeting of the Corporation appoint
an auditor or auditors to audit the accounts of the Corporation to hold office
until the next annual meeting of the Corporation provided that the Directors
may fill any casual vacancy in the office of auditor. The remuneration of the
auditors shall be fixed by the Board of Directors.
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13.0 ARTICLE
THIRTEEN:
MEMBER ATTESTATION
Every Applicant for full membership in
the CTCA must sign this Attestation and submit it with his or her membership
application. Every voting member of the CTCA must sign a copy of this
Attestation and return it with full payment of the member's annual dues each
year.
I
hereby attest that I meet all requirements for membership in the Canadian
Telecommunications Consultants Association, as set out in the Association's
Bylaws. Additionally, I agree that any inaccuracy of material fact submitted in
my application would disqualify me. Specifically:
a) I
have been actively involved in the telecommunications industry, on a full-time
basis, for at least three years;
b) I
have been actively providing independent advisory services related to
telecommunications for at least the twelve months immediately preceding the
date of this attestation;
c) I
agree with and promise to abide by the CTCA's Code of Ethics as attached to
this Attestation.
I
understand and agree that membership in the CTCA is a privilege which may be
denied or revoked by the Association at any time, subject only to the Association's
rules and procedures.
I
understand and agree that a condition of membership is payment of dues and any
other fees which may be set from time to time by the Board of Directors.
Failure to pay such dues or fees by the Due Date will result in automatic
termination of my membership, following which I would be required to reapply as
a new member if I wish to rejoin.
I
agree that if at any time I no longer qualify for membership, I will
immediately inform the Board of Directors and submit my resignation from the
Association. I understand and agree that if I fail to resign under such
circumstances, the Association may, at its sole discretion and subject only to
the Association's rules and procedures, terminate my membership.
Signed:_________________________________Date:_______________________
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14.0 ARTICLE
FOURTEEN: ASSOCIATE MEMBER ATTESTATION
Every Applicant for Associate Membership
in the CTCA must sign this Attestation and submit it with his or her membership
application. Every Associate Member of the CTCA must sign a copy of this
Attestation and return it with full payment of the member's annual dues each
year.
I
hereby attest that I meet all requirements for Associate Membership in the
Canadian Telecommunications Consultants Association, as set out in the
Association's Bylaws. Additionally, I agree that any inaccuracy of material
fact submitted in my application would disqualify me. Specifically:
a) I
am actively providing independent advisory services related to
telecommunications;
b) I
have been involved in the telecommunications industry for less than three
years, and/or I have been providing the services described in (a) for less than
twelve months.
c) I
agree with and promise to abide by the CTCA's Code of Ethics as attached to
this Attestation.
I
understand and agree that membership in the CTCA is a privilege which may be
denied or revoked by the Association at any time, subject only to the Association's
rules and procedures.
I
understand and agree that a condition of membership is payment of dues and any
other fees which may be set from time to time by the Board of Directors.
Failure to pay such dues or fees by the Due Date will result in automatic
termination of my membership, following which I would be required to reapply as
a new member if I wish to rejoin.
I
agree that if at any time I no longer qualify for membership, I will
immediately inform the Board of Directors and submit my resignation from the
Association. I understand and agree that if I fail to resign under such
circumstances, the Association may, at its sole discretion and subject only to
the Association's rules and procedures, terminate my membership.
I
understand and agree that I may hold Associate Membership for a maximum of
three years.
Signed:_________________________________Date:___________________
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15.0 ARTICLE FIFTEEN:
SLG MEMBER ATTESTATION
Every Applicant for membership in
Supplier Liaison Group of the CTCA must sign this Attestation and submit it
with its membership application. Every SLG member must sign a copy of this
Attestation and return it with full payment of its annual dues each year.
I
hereby attest that our organization meet all requirements for membership in the
Supplier Liaison Group of the Canadian Telecommunications Consultants
Association, as set out in the Association's Bylaws.
I
further attest that our organization supports the objectives of the CTCA, and
that we will not offer any CTCA member any fee, commission, or valuable
consideration which might prejudice that member's independent judgment in
serving clients, or cause him or her to violate the CTCA's Code of Ethics and
Professional Conduct.
Signed:_________________________________Date:____________
On
behalf of_____________________________
(organization)
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16.0 ARTICLE SIXTEEN:
CTCA CODE OF ETHICS AND PROFESSIONAL
CONDUCT
This Code of Ethics and Professional Conduct signifies voluntary assumption
by CTCA members of the obligation of self-discipline above and beyond the
requirements of the law. Acceptance of this Code is mandatory for CTCA members.
Failure to abide by the Code will serve as a basis for disciplinary action, up
to and including expulsion from the Association.
a) I will at all times observe the highest principles of honesty and fair
practice.
b) I will at all times place the interests of clients ahead of my own, and
serve them with integrity, competence, and independence.
c) I will assume an independent position with regard to my clients, and will
provide advice which is based on impartial consideration of all pertinent facts
and responsible opinions.
d) I will treat all information concerning the affairs of clients, gathered
during engagements for those clients, as strictly confidential.
e) I will inform clients of any relationships, circumstances, or interests
which might influence, or might be seen to influence, my judgment or the
objectivity of my services.
f) I will not accept any fee, commission, or other valuable consideration
for my services, from any one other than the client by whom I am retained.
g) I will accept only those engagements which I am qualified to undertake
and which I believe will provide real benefits to the client.
h) I will, prior to undertaking work on behalf of a client, ensure that the
client has a clear understanding of the nature and scope of the work, and of
the fee structure and associated costs which will apply.
i) I will not serve two or more competing clients on sensitive matters
without their knowledge.
j) I will not permit or cause any employee or agent acting on my behalf to
do anything which, if done by me, would constitute a violation of this Code.
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17.0 ARTICLE SEVENTEEN:
AFFILIATE MEMBER
ATTESTATION
Every
Applicant for Affiliate membership in the CTCA must sign this Attestation and
submit it with his or her membership application. Every Affiliate member of the
CTCA must sign a copy of this Attestation and return it with full payment of
the member’s annual dues each year.
I hereby attest that I do not actively provide independent advisory services
related to telecommunications, nor am I employed by a manufacturer, supplier or
distributor within the telecommunications industry.
I further attest that I support the objectives of the CTCA.
I understand and agree that membership in the CTCA is a privilege which may be
denied or revoked by the Association at any time, subject only to the
Association's rules and procedures.
I understand and agree that a condition of membership is payment of dues and any
other fees which may be set from time to time by the Board of Directors.
Failure to pay such dues or fees by the Due Date will result in automatic
termination of my membership, following which I would be required to reapply as
a new member if I wish to rejoin.
Signed:_________________________________ Date:____________
The amendments to the By-laws set out herein shall be incorporated and consolidated
into the By-laws, including the Table of Contents of the By-laws.
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