Toronto Chinese Professors Association (TCPA)
TABLE OF CONTENTS
ARTICLE I – General
ARTICLE II- Structure
ARTICLE III – Management
ARTICLE IV – Dispute Resolution
ARTICLE V – Effective Date
ARTICLE 1 – GENERAL
Section 1. Name of the Corporation
The name of the corporation is the Toronto Chinese Professors Association (TCPA).
Section 2. Nature of the Corporation
The TCPA is a not-for-profit organization and is in full compliance with Ontario statutes. The official languages of the association are Chinese and English.
Section 3. TCPA Purpose
To promote interdisciplinary and multidisciplinary scientific and educational collaborations among members
To foster cultural, scientific, and educational exchanges between Canada and China as well as other Chinese-speaking jurisdictions.
To be a home to members to find mutual interests, to exchange ideas, and to provide collegial assistance to members.
To be a liaison with Chinese student bodies and other Chinese professionals (e.g., post-doctoral fellows and research associates) in the Toronto University, so as to promote academic and scientific exchange and to provide assistance and guidance as needed.
To organize regular social or cultural activities for members.
Section 4. DefinitionsFootnote1
“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;
“articles” means the original or restated articles of the incorporation or articles of amendment, amalgamation, continuance, reorganization, arrangement or revival of the TCPA;
“bylaw” means this bylaw and any other bylaws of the TCPA as amended and which are, from time to time, in force and effect;
“meeting of members” includes an annual meeting of members or a special meeting of members;
“ordinary resolution” means a resolution passed by a majority (more than 50%) of the votes cast on that resolution;
“proposal” means a proposal submitted by a member of the Corporation that meets the requirements of ARTICLE 163 (Shareholder Proposals) of the Act;
“Regulations” means the regulations made under the Act, as amended, restated or in effect from time to time; and
“Special resolution” means a resolution passed by a majority of not less than two-thirds (2/3) of the votes cast on that resolution.
ARTICLE II – STRUCTURE
Section 1. Membership
a) Membership ConditionsFootnote3
Subject to the articles within this bylaw, there shall be one class of members in the TCPA. Membership in the TCPA shall be available only to individuals who are interested in serving and furthering the TCPA’s purposes and who meet the qualification requirement and agree to pay the membership fee.
b) Qualification Requirement
The qualification requirement is solely based on academic status. Qualified members include Assistant Professors, Associate Professors, Full Professors, and Research Scientists with faculty appointments at the Toronto University. Chinese ethnic background is not required to be a member. Any qualified individual who is interested in Chinese culture and cultural exchange can be a member. Membership shall be granted to those who have applied for and agreed to follow the bylaw.
c) Rights of Members
All members are voting members.
Terms of membership shall be annual, subject to renewal in accordance with the policies of the TCPA.
As set out in the articles, each member is entitled to receive notice of, attend and vote at all meetings of members, and each member shall be entitled to one (1) vote at such meetings.
Pursuant to section 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendments to this section of this ARTICLE of the bylaws if those amendments affect membership rights and/or conditions described in paragraphs 197(1)(e), (h), (l) or (m).
Section 2. OfficersFootnote18 and Council members
The TCPA officers, if elected or appointed, shall have the following duties and powers associated with their positions:
President – If appointed, the president shall be the chief executive officer of the TCPA and shall be responsible for implementing strategic plans and policies of the TCPA. The president shall, subject to the authority of the Council, have general supervision of the affairs of the TCPA.
Secretary – If appointed, the secretary shall attend and be the secretary of all meetings of the Council, members and committees of the Council. The secretary shall enter in the TCPA’s minute book, minutes of all proceedings at such meetings; the secretary shall give, as and when instructed, notices to members, directors, the public accountant and members of committees; the secretary shall be the custodian of all books, papers, records, documents and other instruments belonging to the TCPA.
Treasurer – If appointed, the treasurer shall have such powers and duties of finance as the Council shall specify.
Past President and Past appointed Officers– The TCPA president, Secretary and Treasurer who have completed a full 2-year term prior to the current president.
President-Elect and appointed Officers– The member who is elected to be the next president of the TCPA. The President-Elect shall appoint two Council members a Secretary and a Treasurer respectively, as soon as she or he is elected.
Council members – In addition to the above nine officers, two representatives who are elected to represent members as Council members in certain scientific discipline cohorts or campuses of the Toronto University. The two council members shall hold voting power and attend all council meetings.
Section 3. Council membership and function
The Council membership shall consist of the officers and Council members specified in section 2, ARTICLE I I of this bylaw. The council shall be responsible for revising the Bylaw, appointing committees and reassuring the proper use of power by the TCPA Officers.
Section 4. Committees
The Council shall from time to time appoint a committee or other advisory body, as it deems necessary or appropriate for such purposes and subject to the Act, with such powers as the Council shall see fit. Any such committee shall formulate its own rules of procedure, subject to such regulations or directions as the Council shall from time to time make. Any committee member can be removed by an ordinary resolution of the Council.
Section 5. Directors
The nine professors involved in the establishment of the TCPA shall be the Directors for the purpose of registration of the Association. The directorship itself shall have no power to be associated with it following the establishment of the TCPA.
ARTICLE IV – Management
Section 1. Membership Dues, Termination, and Discipline
The membership fee for the first two years is $50.00 CAD per year. Any change of the membership fee shall require a future decision by the Council. Members shall be notified by email of the membership dues at any time payable by them and, if not paid within one (1) calendar month of the membership renewal date, the members in default shall automatically cease to be members of the TCPA.
Termination of MembershipFootnote7
A membership in the TCPA is terminated when:
the member dies;
the member fails to maintain any qualifications for membership described in Section 1, ARTICLE II of this bylaw.
the member resigns by delivering a written resignation to the president of the Council in which case such resignation shall be effective on the date when the resignation is received.
the member is expelled in accordance with ARTICLE 3.03 below or is otherwise terminated in accordance with the articles or bylaws;
the member’s term of membership expires; or
the TCPA is dissolved under the Act.
Subject to this Bylaw, upon any termination of membership, the rights of the member immediately cease to exist.
Discipline of MembersFootnote8
The Council shall have authority to suspend or expel any member from the TCPA on any one or more of the following grounds:
violating any provision of the bylaws of the TCPA;
carrying out any conduct which may be detrimental to the TCPA as determined by the Council in its sole and absolute discretion; and
for any other reason that the Council in its sole and absolute discretion considers to be reasonable, having regard to the purpose of the TCPA.
In the event that the Council determines that a member should be expelled or suspended, the TCPA president, or such other officer as may be designated by the Council, shall provide within ten (10) business days, a notice of suspension or expulsion to the member and shall provide reasons in writing for the proposed suspension or expulsion. The member may make written submissions to the president, or another such officer as may be designated by the Council, in response to the notice received within ten (10) business days. In the event that no written submissions are received by the president, the president, or another such officer as may be designated by the Council, may proceed to notify the member that the member is suspended or expelled from membership in the TCPA. If a written submission is received in accordance with this Article, the Council will consider such submissions in arriving at a final decision and shall notify the member concerning such final decision within a further ten business (10) days from the date of receipt of the submission. The Council’s decision shall be final and binding on the member, without any further right of appeal.
Section 2. Financial Management
The financial year end of the TCPA shall be December 31, unless otherwise determined by the Council. The banking business of the TCPA shall be transacted at such a bank, trust company or firm or corporation carrying on banking business in Canada or elsewhere as the Council may designate, appoint or authorize from time to time by resolution. The banking business or any part of it shall be transacted by an officer or officers of the Council and/or other persons as the Council may by a special resolution from time to time designate, direct or authorize. The TCPA shall, instead of sending copies of the annual financial statements Footnote2 and other documents referred to in subsection 172(1) of the Act to the members, publish a notice to its members stating that the annual financial statements and documents provided in subsection172(1) are available at the registered office of the TCPA, and any member can, on request, obtain a copy free of charge at the registered office of the TCPA or by email.
Section 3. Meetings of members
All members shall be entitled to be present at a meeting of members. Any other person may be admitted only on the invitation of the chair of the meeting or by ordinary resolution of the members.
a) Chair of the Meeting
The TCPA President shall be the chair. In the event that the president is absent, the President shall appoint a TCPA Officer to chair the meeting.
A quorum at any meeting of the members (unless a greater number of members are required to be present by the Act) shall be 33% of the total membership of the TCPA. 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 the needed quorum is not present throughout the meeting.
c) Votes to GovernFootnote10
Voting may be done either by a show of hands, or by written ballot, or by electronic means as determined by the chair of the meeting.
At any meeting of members every question shall, unless otherwise provided by the articles of this bylaw, be determined by ordinary resolution. In the event of a tie, the chair of the meeting shall cast the deciding vote.Footnote11
Section 3. Council meetings
a). Calling of Meetings
Meetings of the Council may be called at any time by the president, or by any two (2) members of the Council Footnote14.
b). Regular Meetings
The Council may appoint a day or days in any month or months for regular meetings of the Council at a place and hour to be named. Resolutions of any issues from the meeting(s) shall be sent to members by e-mail.
c). Votes to GovernFootnote16
At all meetings of the Council, every question shall be decided by a majority of the votes cast on the question. In case of an equality of votes, the chair of the meeting in addition to an original vote shall have a second or casting vote.Footnote17
Section 4. Election and Appointment of Officers and Council members
The President and the elected Council members shall be elected to serve for a 2-year term. Service shall be extended for an additional term of 2 years a single time if members vote in favor of the extension at a members meeting.
Under the persuasion of the Council by a special resolution, the president can be asked to step down any time before the end of the present term. If the President steps down, the Secretary and Treasurer shall step down together and the President-elect shall start her/his term immediately. An election committee shall be appointed by the Council and the new president-elect shall be chosen by e-mail ballot or by a vote held at a meeting of members.
Subject to the articles, when necessary, a members meeting shall be called at any time to elect Council members.
Section 5. Notices
Notice of Meeting of MembersFootnote4
Notice of the time and place of a meeting of members shall be given to each member by the following means:
by telephonic, electronic or other communication facility to each member 7 days before the day on which the meeting is to be held.Footnote5; or
by mail, courier or personal delivery to each member 7 business days before the day on which the meeting is to be held.
Pursuant to subsection 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendment to the bylaw of the TCPA to change the manner of giving notice to members at a meeting of members.
Notice of Council MeetingFootnote15
Notice of the time and place for the holding of a meeting of the Council shall be given to every Council member not less than 3 business days before the time when the meeting is to be held by one of the following methods:
delivered personally to the latest address as shown in the last notice that was sent by the TCPA in accordance with Subsections 128 (Notice of directors) or 134 (Notice of change of directors) of the Act;
by telephonic, electronic or other communication facility at the address of director’s registration sheet for that purpose; or
by an electronic document in accordance with Part 17 of the Act.
Section 6. Invalidity of any provisions of this bylaw
The invalidity or unenforceability of any provision of this bylaw shall not affect the validity or enforceability of the remaining provisions of this bylaw.
Section 7. Omissions and Errors
The accidental omission to give any notice to any member, officer, member of a committee of the Council, or the non-receipt of any notice by any such person where the TCPA has provided notice in accordance with the bylaw 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.
Section 8. Execution of Documents
Deeds, transfers, assignments, contracts, obligations, and other instruments in writing requiring execution may be signed by any two (2) Council members. 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 his/her signature to the document. Any signing officer may certify a copy of any instrument, resolution, bylaw or other document of the TCPA to be a true copy thereof.
ARTICLE V – DISPUTE RESOLUTION
Section 1. Mediation and Arbitration
Disputes or controversies among members, officers, committee members, or volunteers of the TCPA are as much as possible to be resolved in accordance with mediation and/or arbitration following this bylaw.
Section 2. Dispute Resolution Mechanism
In the event that a dispute or controversy among members, officers, committee members or volunteers of the TCPA arising out of or related to the articles or bylaw, or out of any aspect of the operations of the TCPA is not resolved in private meetings between the parties, then without prejudice to or in any other way derogating from the rights of the members, officers, committee members, employees or volunteers of the TCPA as set out in the bylaw or the Act, and as an alternative to such person instituting a law suit or legal action, such dispute or controversy shall be settled by a process of dispute resolution as follows:
The dispute or controversy shall first be submitted to a panel of mediators whereby the one party appoints one mediator, the other party (or if applicable the Council) appoints one mediator, and the two mediators so appointed jointly appoint a third mediator. The three mediators will then meet with the parties in question in an attempt to mediate a resolution between the parties.
The number of mediators may be reduced from three to one or two upon agreement of the parties.
If the parties are not successful in resolving the dispute through mediation, then the parties agree that the dispute shall be settled by arbitration before a single arbitrator, who shall not be any one of the aforementioned mediators, in accordance with the provincial or territorial legislation governing domestic arbitrations in force in the province or territory where the registered office of the TCPA is situated or as otherwise agreed upon by the parties to the dispute. The parties agree that all proceedings relating to arbitration shall be kept confidential and there shall be no disclosure of any kind. The decision of the arbitrator shall be final and binding and shall not be subject to appeal on a question of fact, law or mixed fact and law.
All costs of the mediators appointed in accordance with this ARTICLE shall be borne equally by the parties to the dispute or the controversy. All costs of the arbitrators appointed in accordance with this ARTICLE shall be borne by such parties as may be determined by the arbitrators.
ARTICLE VI – EFFECTIVE DATE
Section 1. Effective Date Footnote19
Subject to matters requiring a special resolution, this bylaw shall be effective when made by the board.
CERTIFIED to be Bylaw No. 1 of the Corporation, as enacted by the directors of the Corporation by resolution on the day of , 20 and confirmed by the members of the Corporation by special resolution on the day of , 20 .
Dated as of the day of , 20 .
[Indicate name of director/officer]
Other Definitions – Depending on the particular structure of the corporation, other definitions may be included.
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Annual Financial Statements – SubARTICLE 172(2) of the Act allows the bylaws to include this provision, which is optional.
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Membership Conditions – SubARTICLE 7(1)(c) requires the articles to set out the classes, or regional or other groups, of members that the corporation is authorized to establish and, if there are two or more classes or groups, any voting rights attaching to each of those classes or groups. SubARTICLE 154(1) requires the bylaws to set out the conditions required for being a member, including whether a corporation or other entity may be a member. The examples in the precedent are for (1) a single class of members and (2) two classes of membership.
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Notice of Meeting and Record Date – The notice periods referred to in this ARTICLE are prescribed notice periods under SubARTICLE 63(1)(a) and (b) of the Regulations. SubARTICLE 63(1)(c) of the Regulations also permits the corporation to affix the notice of meeting, no later than 30 days before the day on which the meeting is to be held, to a notice board where information respecting the corporation’s activities is regularly posted and that is located in a place frequented by the members. SubARTICLE 63(1)(d) permits a corporation with over 250 members to publish the notice of meeting (i) at least once in each of the 3 weeks immediately before the date of the meeting in one or more newspapers where the majority of the members of the corporation resides or (ii) at least once in a publication of the Corporation that is sent to all members, during the period of 21 to 60 days before the meeting. The corporation may want to include either of these options in the bylaws, if desired. It should also be noted that under SubARTICLE 161(1) of the Act, the corporation may fix a record date in accordance with the Regulations for determining the members entitled to receive notice of a meeting of members and to vote at such meeting.
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Electronic means of giving notice – Under SubARTICLE 63(2) of the Regulations, if the bylaws provide for an electronic means of giving notice, the bylaws must also provide for a non-electronic means of giving notice.
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Absentee Voting – SubARTICLE 171(1) of the Act provides that the bylaws may set out any prescribed methods of voting by members not in attendance at a meeting of members. The methods of voting prescribed by ARTICLE 74 of the Regulations are: (a) voting by proxy, (b) voting by mailed-in ballot, and (c) voting by means of telephonic, electronic or other communication facility in accordance with the Regulations. If the bylaws prescribe any method of absentee voting they are also required to set out procedures for collecting, counting and reporting the results of any vote.
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Retention of rights on Termination – ARTICLE 157 of the Act provides that the articles or bylaws may specify retention of rights by members, for example, for a particular period of time.
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Discipline – SubARTICLE 158 allows the articles or bylaws to provide that the directors, members or a committee of directors or members has the power to discipline a member or to terminate their membership. If they do, they must also set out the circumstances and the manner in which the power may be exercised. The above ARTICLE is an example.
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Quorum – ARTICLE 164(1) of the Act allows the bylaws to establish the quorum for members’ meetings as long as it complies with the Regulations which require the quorum to be a fixed number, a percentage or a determinable formula. If not set out in the bylaws, SubARTICLE 164(2) of the Act provides that the default is a majority of the members entitled to vote. Note that ARTICLE 164(3) specifically allows the bylaws not to allow an opening quorum to be sufficient if there is a loss of quorum later in the meeting.
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Voting – SubARTICLE 137(1) of the Act permits the bylaws to specify that the members may make decisions by consensus, with certain exceptions. However, consensus decision-making is generally only an appropriate means of making decisions at members meetings when the size of membership is small. If consensus decision making is desired for members, the following may be used:
“Unless otherwise required by the Act or the articles of the Corporation, questions arising at any meeting of the members shall be decided by a consensus of the members present at the meeting. A consensus will be considered to have been reached when no member objects to the question on the floor before the meeting. Should the chair of the meeting determine, after a reasonable effort to achieve consensus has been made, that a consensus will not be reached regarding a particular question then the chair shall refer the question to be decided by a majority vote of the members.”
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Tie-Vote – The example provided in the precedent gives the chair a second or casting vote to break a tie-vote. There are other variations possible, such as stating that the chair shall not exercise a vote except to break a tie.
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Election of Directors – SubARTICLE 128(3) provides that directors are to be elected by the members by ordinary resolution at an annual meeting for a term expiring within the prescribed period set out in the Regulations (4 years). SubARTICLE 128(4) of the Act allows directors to be elected for staggered terms. The bylaws may specifically provide for staggered terms or the bylaws may be left silent so that the staggered terms are provided by resolution.
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Appointment by Directors – SubARTICLE 128(8) of the Act states that if the articles provide, the directors may appoint directors to the board but the total number may not exceed 1/3 of the number of directors elected at the previous annual meeting of members. If appointment by directors is desired, the articles could provide:
“The board of directors may appoint additional directors for a term expiring not later than the close of the next annual meeting of members but the total number of directors appointed may not exceed 1/3 of the number of directors elected at the previous annual meeting. The precise number of directors to be appointed in this manner may be fixed by ordinary resolution of the members.”
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First Organizational Meeting Following Incorporation – The phrase “provided that for the first organization meeting following incorporation, such meeting may be called by any director or incorporator” is not required unless the corporation is being created (i.e. it is not needed on continuance).
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Notice of Board of Directors’ Meeting – SubARTICLE 136(1) allows the bylaws to provide for any notice of a meeting of directors. The example provided by the precedent gives the board flexibility to establish a greater number of days notice for regular board meetings while being able to call a board meeting on short notice where pressing matters require an urgent meeting.
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Voting – SubARTICLE 137(1) of the Act permits the bylaws to specify that the directors will make decisions by consensus, with certain exceptions. If consensus decision making is desired, the following may be used:
“Unless otherwise required by the Act or the articles of the Corporation, questions arising at any meeting of the board shall be decided by a consensus of the directors present at the meeting. A consensus will be considered to have been reached when no director objects to the question on the floor before the meeting. Should the chair of the meeting determine, after a reasonable effort to achieve consensus has been made, that a consensus will not be reached regarding a particular question, then the chair shall refer the question to be decided by a majority vote of the directors. In that event, each director is authorized to exercise one vote”.
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Tie-Vote – Where there is a tie vote, the example provided in the precedent gives the chair a second or casting vote to break a tie. There are other variations possible, such as stating that the chair shall not exercise a vote except to break a tie.
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Officers – ARTICLE 142 of the Act allows the board to appoint the officers of the corporation and any offices may be specified in the bylaws. If appointment by members or in some other manner is preferred, it must be set out in the articles, bylaws or, if applicable, a unanimous member agreement.
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Transition is a special case for the effective date of the bylaws. The new bylaws typically take effect on the date that the corporation continues under the NFP Act. This is the effective date of the Certificate of Continuance.