Canadian Agricultural Human Resource Council (CAHRC)/Conseil canadien pour les ressources humaines en agriculture (CCRHA) By-Laws
(hereinafter referred to as the “Council”)
Name
1. The name of the corporation shall be “Canadian Agricultural Human Resource Council (CAHRC)/ Conseil canadien pour les ressources humaines en agriculture (CCRHA).”
Corporate Seal
2. The seal, an impression whereof is stamped in the margin hereof, shall be the seal of the Council.
3. The seal of the Council when required may be affixed to contracts, documents and instruments in writing signed by any officer or officers appointed by resolution of the Board of Directors.
Head Office
4. Until changed in accordance with the Act, the Head Office of the Council shall be in the City of Ottawa, in the Province of Ontario. The Council may establish such other offices and agencies elsewhere within Canada as the Board of Directors, by resolution, deems expedient.
Conditions of Membership
5.Membership in the Council shall be limited to organizations interested in furthering the objects of the Council and shall be limited to national commodity organizations or provincial/federal general farm organizations.
6. Application for membership shall be made by letter to the Executive Director of the Council. Until such time a member is admitted, the acceptance of an applicant for membership shall require approval of a majority of two-thirds (2/3) of votes cast by directors present at a meeting of the Board of Directors. Once at least one member has been admitted by the Board of Directors, the acceptance of an applicant for membership shall require the approval of a majority of two-thirds (2/3) of votes cast by members present at a general or special meeting of members.
7. Members may apply for and be accepted as:
a) Regular Members, who shall be entitled to receive notice of and to attend and vote at all meetings of members, and
b) Observer Members, who shall be entitled to receive notice of and to attend all meetings of members but who shall not be entitled to vote.
8. At the discretion of the Board of Directors, other organizations may be allowed to attend meetings as observers.
9. There shall be no membership fees or dues unless otherwise directed by the Board of Directors.
10. Any member may withdraw from the Council by delivering to the Council a written resignation and lodging a copy of the same with the Secretary of the Council.
11. Any member may be required to resign from membership by a vote of two-third (2/3) of votes cast by members present at a general, or special, meeting of members.
Members’ Meetings
12. The annual, or any other general meeting of the members, shall be held at the head office of the Council or at any place in Canada as the Board of Directors may determine and on such day as the Board of Directors shall appoint.
13. At every annual meeting, in addition to any other business that may be transacted, the report of the Board of Directors, the financial statements, and the report of the auditors shall be presented, and auditors appointed for the ensuing year. The members may consider and transact any business either special or general at any meeting of the members. The Board of Directors or the Chair or Vice-chair shall have the power to call, at any time, a general meeting of the members of the Council. The Board of Directors shall call a special general meeting of members on written requisition of members carrying not less than five per cent (5%) of the voting rights. One third (1/3) of the members present in person at a meeting will constitute a quorum.
14. Notice of any annual or special general meeting of members shall be provided to members of the Council by either of the following means:
a) by mail sent to each member not less than fourteen (14) days (exclusive of the day on which the notice is delivered or sent but inclusive of the date for which the notice is given) before the meeting is to take place; or
b) by electronic means, such as e-mail or facsimile, at least seven (7) days before the meeting.
Notice of any meeting where special business will be transacted shall contain sufficient information to permit the member to form a reasoned judgement on the decision to be taken. Notice of each meeting of members must remind the member if he or she has the right to vote by proxy.
15. Unless the Act otherwise provides, decisions shall be by consensus or failing consensus, by vote. Consensus shall be deemed to have been reached if, when asked by the Chair of the meeting whether there are any objections to the proposed motion, none of the members present and entitled to vote declare that they object to the proposed motion. For decisions by vote, a two-thirds (2/3) majority of votes cast by the members present and carrying voting rights shall determine the questions in meetings except where the vote or consent of a greater number of members is required by the Act or these By-laws.
16. Each voting member present at a meeting shall have the right to exercise one vote. A member may, by means of a written proxy, appoint a proxy holder to attend and act at a specific meeting of members, in the manner and to the extent authorized by the proxy. A proxy holder must be a member of the Council.
17. No error or omission in giving notice of any annual or general meeting or any adjourned meeting, whether annual or general, of the members of the Council shall invalidate such meeting or make void any proceedings taken thereat and any member may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken thereat. For purpose of sending notice to any member, director or officer for any meeting or otherwise, the address of the member, director or officer shall be his or her last address recorded on the books of the Council.
Decision-Making
18. The Council would make decisions on four overarching areas:
a) Administration of the Council;
b) Interaction/communication with its members (member groups of the Council);
c) Communication with the general public (promoting jobs in agriculture and the possibility of agriculture careers); and
d) Projects.
19. The following characteristics shall rule the decision-making process of the Board of Directors meetings.
a) An opportunity shall be provided for everybody to be heard, to share their perspectives and to feel that they had an opportunity to influence the opinions or decisions of others.
b) Input should be sought from all members of the Board of Directors prior to making any major decisions.
c) Project proposals submitted for funding should have a macro effect.
d) Decisions shall be based on value (significant time, energy and resources should not be spent on an issue that is not impacting the balance of agricultural workers).
e) Value is measured by the impact on the whole group (everyone has an opportunity to influence the others).
f) Issues are examined vis-à-vis who will be impacted and the overall value of the results.
g) Issues specific to a particular region or commodity, although not beneficial to everybody, if they are not detrimental to anyone are supported (and therefore the best approach to decision making might not always be majority vote).
h) “Small sized issues” (or those that will not necessarily impact others) will have access to funding.
i) The majority self-interest is balanced with equity in terms of access to funding.
j) Equality and equity are respected.
k) There is a process to bring closure to items.
l) There is no discrimination.
m) There is a balance in project proposals among various skill levels.
n) The Council will not consider undertaking human resources development in one sector if it will harm significantly another sector.
o) The focus will be on human resources development and not politics.
p) A Project base working group will examine project proposals, providing recommendations to the Board of Directors who will use the guiding principles to determine whether to submit the proposal for funding.
q) Project proposals will be assessed against a set of requirements and measurement criteria.
r) Political clout, logistics or structure will not determine which projects are submitted for funding.
s) Decision-makers are representative of the concerns and needs in the agriculture sector.
t) Human Resources and Social Development Canada (HRSDC) is not relied upon as the sole funding agency.
Board of Directors
20. The property and business of the Council shall be managed by a Board of Directors comprised of a minimum of three (3) directors who shall be individuals who are at least 18 years of age with power under law to contract. The applicants for incorporation shall be the first directors of the Council and may admit new members to the Board of Directors. Their term of office shall continue until the first general meeting of the members. The board of directors then elected shall replace the provisional directors named in the Letters Patent of the Council and any other directors who may have been admitted prior to the first general meeting of members.
21. The number of directors to be elected shall be determined by the Board of Directors.
22. At each meeting of members, those members present and entitled to vote shall elect that number of directors as has been determined by the Board of Directors.
23. The directors' term of office (subject to the provisions, if any, of the Letters Patent or By laws) shall be from the date of the meeting at which they are elected or appointed until the annual meeting next following or until their successors are elected or appointed. Subject to the provisions of this By-Law, directors shall be elected yearly by the members at the annual meeting on a show of hands unless a poll is demanded and if a poll is demanded such election shall be by ballot.
24. Where possible the Board of Directors will include members of the four designated groups: women, aboriginal people, members of visible minority group and persons with disabilities.
25. The office of director shall be automatically vacated:
a) if at a special meeting of members, a resolution is passed by two-third (2/3) of the votes cast by the members present at the meeting that he or she be removed from office;
b) if a director is no longer a representative of a member organization;
c) if a director has resigned his or her office by delivering a written resignation to the Secretary of the Council;
d) if he or she is found by a court to be of unsound mind;
e) on death or permanent disability that prevents carrying out the duties of a director; and
f) if he or she becomes bankrupt or is declared insolvent.
26. Any vacancy occurring in the board of directors may be filled for the remainder of the term by the directors then in office, if they shall see fit to do so, so long as there is a quorum of directors in office; otherwise such vacancy shall be filled at the next annual meeting of the members at which the directors for the ensuing year are elected, but if there is not a quorum of directors, the remaining directors shall forthwith call a meeting of the members to fill the vacancy, and if such meeting is not called or held, or if there are no directors then in office, the meeting may be called by any member. If the number of directors is increased between the terms, a vacancy or vacancies, to the number of the authorized increase, shall thereby be deemed to have occurred, which may be filled in the manner above provided.
27. A retiring director shall remain in office until the dissolution or adjournment of the meeting at which his or her retirement is accepted and his or her successor is elected.
28. At the discretion of the Board of Directors, a director may receive such remuneration as may be fixed by the Board of Directors from time to time and may be remunerated for authorized expenses incurred by him or her in the performance of his or her duties.
29. The Executive Director of the Council shall be a non-voting ex officio director. Notwithstanding Section 28 above, the Executive Director shall be remunerated on such terms as the Board of Directors may approve or authorize to be approved by the Executive Committee.Powers and Duties of the Board of Directors
30. The Board of Directors may administer the affairs of the Council in all things and make or cause to be made for the Council, in its name, any kind of contract into which the Council may lawfully enter and, save as hereinafter provided, generally, may exercise all such other powers and do all such other acts and things as the Council is by its charter or otherwise authorized to exercise and do.
31. The Board of Directors shall have power to authorize expenditures on behalf of the Council from time to time and may delegate by resolution to an officer or officers of the Council the right to employ and pay salaries to employees
32. The Board of Directors is hereby authorized, from time to time:
a) to borrow money upon the credit of the Council from any bank, corporation;
b)to limit or increase the amount to be borrowed; and
c) to secure any present or future borrowing or liability of the Council by mortgage, hypothec, charge or pledge of all or any currently owned or subsequently acquired real and personal, movable and immovable, property of the Council, and the undertaking and rights of the Council.
33. The Board of Directors may appoint such agents and engage such employees as it shall deem necessary from time to time and such persons shall have such authority and shall perform such duties as shall be prescribed by the Board of Directors at the time of such appointment. The Board of Directors shall appoint an Executive Director who shall be a full-time employee of the Council and a Treasurer who may or may not be a full-time employee of the Council.
34. Remuneration for all officers, agents and employees and committee members shall be fixed by the Board of Directors by resolution.
Roles and Responsibilities of the Board of Directors
35. The Board of Directors shall, among other things:
a) communicate and interact with the public regarding careers in agriculture as well as human resources issues in agriculture;
b) communicate and interact with Council members;
c) determine which projects to recommend for funding;
d) develop policies and principles arising from Council projects;
e) establish operating principles and policies;
f) establish annual goals;
g) establish direction;
h) establish priorities; and
i) decide on any ad hoc projects not anticipated in the annual plan stemming from the policy convention.
36. The Board of Directors is held accountable to its member organizations.
Meetings of the Board of Directors
37. Meetings of the Board of Directors may be held at any time and place, to be determined by the Board of Directors provided that 48 hours written notice of such meeting shall be given, other than by mail, to each director. Notice by mail shall be sent at least 14 days prior to the meeting. There shall be at least three (3) meetings per year of the Board of Directors. No error or omission in giving notice of any meeting of the Board of Directors or any adjourned meeting of the Board of Directors shall invalidate such meeting or make void any proceedings taken thereat and any director may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat. Each director is authorized to exercise one (1) vote.
38. One-half of the voting directors shall constitute a quorum for meetings of the Board of Directors. Any meeting of the Board of Directors at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions by or under the by-laws of the Council.
39. Unless the Act otherwise provides, decisions shall be by consensus or failing consensus, by vote. Consensus shall be deemed to have been reached if, when asked by the Chair of the meeting whether there are any objections to the proposed motion, none of the directors declare that they object to the proposed motion. For decisions by vote, a two-thirds (2/3) majority of votes cast by the directors present shall determine the questions in meetings except where the vote or consent of a greater number of members is required by the Act or these By-laws.
40. The directors of the Council may meet by teleconference provided that either a majority of the directors consents to meeting by teleconference or meetings by teleconference have been approved by resolution passed by the Board of Directors at a meeting of the directors of the Council.
41. The directors of the Council may meet by other electronic means that permit each director to communicate adequately with each other, provided that:
a) the Board of Directors of the Council has passed a resolution addressing the mechanics of holding such a meeting and dealing specifically with how security issues should be handled, the procedure for establishing quorum and recording votes;
b) each director has equal access to the specific means of communication to be used; and
c) each director has consented in advance to meeting by electronic means using the specific means of communication proposed for the meeting.
Indemnities to Directors and Officers
42. Every director of the Council and their heirs, executors and administrators, and estate and effects, respectively, and the entities of which they are designate, at all times, shall be indemnified and saved harmless out of the funds of the Council, from and against;
a) all costs, charges and expenses which such director sustains or incurs in or about any action, suit or proceedings which is brought, commenced or prosecuted against him or her, or in respect of any act, deed, matter of thing whatsoever, made, done or permitted by him or her, in or about the execution of the duties of his or her office or in respect of any such liability;
b) all other costs, charges and expenses which he or she sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by his or her own wilful neglect or default.
Officers
43. The officers of the Council shall be a Chair, a Vice-chair, an Executive Director, a Secretary and a Treasurer and any such other officers as the Board of Directors may determine from time to time. Officers, other than the Chair and the Vice-Chair, need not be directors of the Council.
44. The Chair shall be elected at an annual meeting of members. Officers other than Chair of the Council shall be appointed by resolution of the Board of Directors at the first meeting of the Board of Directors following a general meeting of members.
45. The Executive Director shall be appointed by resolution of the Board of Directors and shall be a person who is not a director at the time of his or her appointment. Following his or her appointment, the Executive Director shall become an ex officio non-voting director.
46. The Secretary shall attend meetings of the Board of Directors for purposes of recording the business of the Board of Directors, but shall have no right to participate in the business affairs of the Board of Directors, unless that right is otherwise conferred.
47. The Vice-chair will become the next Chair, unless members decide differently by a 2/3 majority.
48. The Chair, the Vice-chair, the Secretary and the Treasurer shall hold office for three (3) years from the date of appointment or until their successors are appointed in their stead. Should the Chair, the Vice-chair, the Secretary or the Treasurer vacate his or her position, his or her successor shall be appointed by the Board of Directors and shall hold office for the duration of the term of the officer whom he or she is replacing. To the extent that other offices are created and officers appointed, those officers shall hold office for two (2) years from the date of appointment or until their successors are appointed in their stead. All officers may be re-appointed for consecutive terms.
49. Officers shall be subject to removal by resolution of the Board of Directors at any time by a 2/3 majority.
Duties of Officers
50. The Chair shall be the chief executive officer of the Council. He or she shall preside at all meetings of the Council and of the Board of Directors. He or she shall have the general and active management of the affairs of the Council. He or she shall see that all orders and resolutions of the Board of Directors are carried into effect.
51. The Vice-chair shall, in the absence or disability of the Chair, perform the duties and exercise the powers of the Chair and shall perform such other duties as shall from time to time be imposed upon him or her by the Board of Directors.
52. The Treasurer shall be the Chair of the Finance and Audit Committee and shall present the audited financial statements to the membership at the annual general meeting of members. He or she shall perform such other duties as shall from time to time be imposed upon him or her by the Board of Directors.
53. The Secretary may be empowered by the Board of Directors, upon resolution of the Board of Directors, to carry out his or her affairs of the Council generally under the supervision of the officers thereof and shall attend all meetings and act as clerk thereof and record all votes and minutes of all proceedings in the books to be kept for that purpose. He or she shall give or cause to be given notice of all meetings of the members and of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or Chair, under whose supervision he or she shall be. He or she shall be custodian of the seal of the Council, which he or she shall deliver only when authorized by a resolution of the Board of Directors to do so and to such person or persons as may be named in the resolution.
54. The duties of all other officers of the Council shall be such as the terms of their engagement call for or the Board of Directors requires of them.
55.The Executive Director shall be responsible for managing the day-to-day affairs of the Council and for such other duties and responsibilities that may from time to time be assigned by the Board of Directors or the Executive Committee. The Executive Director shall attend all meetings of the Board of Directors and the Members, except where authorized or directed not to attend by the Board of Directors.
Executive Committee
56. There shall be an Executive Committee whose voting members shall be the Chair, the Vice-chair, the Treasurer and two other directors appointed by the Board of Directors. Following his or her appointment, the Executive Director shall be a non-voting member of the Executive Committee. The Executive Committee shall exercise such powers as are authorized by the Board of Directors. Members of the Executive Committee shall hold office for three (3) years from the date of their appointment.
57. At the discretion of the Board of Directors, a member of the Executive Committee may receive such remuneration as may be fixed by the Board of Directors from time to time and may be remunerated for authorized expenses incurred by him or her in the performance of his or her duties.
58. The Executive Committee shall report to the Board of Directors and shall in all matters be subject to the direction of the Board of Directors.
59. The Executive Committee shall:
a) be responsible for overseeing the day-to-day operation of the Council;
b) decide on questions referred to it by the Board of Directors;
c) make recommendations to the Board of Directors;
d) provide leadership;
e) oversee the finances of the Council;
f) recruit and recommend to the Board of Directors the appointment of the Executive Director;
g) provide direction to the Executive Director;
h) evaluate the performance of the Executive Director;
i) serve an oversight role to ensure that things proceed according to the needs of the Council;
j) oversee progress on specific projects;
k) receive and review the proposed strategic, operating and financial plans prepared by the Executive Director and recommend these plans to the Board of Directors;
l) subject to the direction of the Board of Directors, approve contracts, leases, trusts, and other agreements on behalf of the Board of Directors; and
m) perform such other duties as may be determined by the Board of Directors from time to time.
60. Meetings of the Executive Committee shall be held at any time and place to be determined by the members of the Executive Committee. Notice of any meeting of the Executive Committee shall be provided by either of the following means:
a) by mail sent to each member of the Executive Committee not less than fourteen (14) days (exclusive of the day on which the notice is delivered or sent but inclusive of the date for which the notice is given) before the meeting is to take place; or
b) by electronic means, such as e-mail or facsimile, at least seven (7) days before the meeting.
There shall be at least three (3) meetings per year of the Executive Committee. No error or omission in giving notice of any meeting of the Board of Directors shall invalidate such meeting or make void any proceedings taken thereat. Any member of the Executive Committee may at any time waive notice of any meeting.
61. If all members of the Executive Committee consent in advance to the method of communication, a meeting of the Executive Committee may be held by telephone, or other communications facilities, provided all persons participating in the meeting are able to hear each other simultaneously and instantaneously. When a meeting of the Executive Committee is held on site, a member who is unable to attend the on site meeting may attend by tele-conference link when such facilities are available.
62. Each member of the Executive Committee present at a meeting shall have the right to exercise one vote, except for the Executive Director who shall not vote. A 2/3 majority of the votes cast by the members present shall be required to approve a resolution.
63. Three voting members of the Executive Committee shall constitute a quorum.
64. Executive committee members shall be subject to removal by resolution of the Board of Directors at any time by a 2/3 majority.
Finance and Audit Committee
65. There may be a Finance and Audit Committee.
66. The Finance and Audit Committee shall be composed of the Treasurer, who shall be chair, and two directors appointed by the Board of Directors. The Finance and Audit Committee shall report directly to the Board of Directors. The Finance and Audit Committee shall meet at least once per year and may meet by tele conference. Members of the Finance and Audit Committee shall hold office for three (3) years from the date of their appointment.
67. The Finance and Audit Committee shall:
a) recommend to the members the appointment of auditors,
b) review the proposed financial statements prepared by the auditors and recommend their approval to the Board of Directors,
c) meet in camera with the auditors to review financial management, financial record-keeping, financial reporting and financial controls,
d) make such recommendations to the Board of Directors regarding financial management, financial record-keeping, financial reporting, and financial controls as it deems appropriate, and
e) perform such other duties as may be determined by the Board of Directors from time to time.
68. The Board of Directors may by resolution remove any Finance and Audit Committee member at any time by a 2/3 majority and may fix any remuneration for such committee members.
Nominations Committee
69. There may be a Nominations Committee.
70. The Nominations Committee shall be composed of four (4) directors appointed by the Board of Directors. Members of the Nominations Committee shall hold office for three (3) years from the date of their appointment.
71. The Nominations Committee shall select its chair and shall meet at the call of the chair, as required. The Nominations Committee may meet by tele-conference.
72. The Nominations Committee shall:a) propose to the Board of Directors new members,
b) propose to the Board of Directors a slate of directors to serve as voting members of the Executive Committee,
c) propose to the Board of Directors a slate of directors to serve as members for the Finance and Audit Committee and the Nominations Committee,
d) propose to the Executive Committee, for subsequent recommendation to the Board of Directors a slate of directors and other persons to serve as members of the Human Resources Issues Committees that the Board of Directors may establish from time to time, and
e) perform such other duties as may be determined by the Board of Directors from time to time.
73. The Board of Directors may by resolution remove any Nominations Committee member at any time by a 2/3 majority and may fix any remuneration for such committee members.Other Committees
74. The Board of Directors may from time to time appoint any other committee or committees, as it deems necessary or appropriate for such purposes and with such powers as the Board of Directors shall see fit. Any such committee may formulate its own rules and procedures, subject to such regulations or directions as the Board of Directors may from time to time make. The Board of Directors may by resolution remove any committee member at any time by a 2/3 majority and may fix any remuneration for such committee members.
In Camera Meetings
75. The Board of Directors, the Executive Committee, the Finance and Audit Committee, the Nominations Committee, and any other committee established by the Board of Directors or the Executive Committee may meet in camera, with or without the presence of the Chair/Executive Director or any other staff of the Council.
Code of Ethics
77. Directors, officers and Executive Committee members have to respect the Code of Ethics of the Council. In the case of a serious violation of the code, the Board of Directors could decide by resolution to remove the offender from his or her position or, in the case of a director or officer, who was appointed by the members, to recommend to the members that the offender be removed from his or her position.
Financial Year
78. Unless otherwise ordered by the Board of Directors, the fiscal year of the Council shall be from April 1st to March 31st.
Execution of Documents
79. Contracts, documents or any instruments in writing requiring the signature of the Council shall be signed by the Chair and one other officer and all contracts, documents and instruments in writing so signed shall be binding upon the Council without any further authorization or formality. The directors shall have power from time to time by resolution to appoint an officer or officers, a director or directors, or any other individual on behalf of the Council to sign specific contracts, documents and instruments in writing. The directors may give the Council’s power of attorney to any registered dealer in securities for the purposes of the transferring of and dealing with any stocks, bonds, and other securities of the Council. The seal of the Council when required may be affixed to contracts, documents and instruments in writing signed as aforesaid or by any officer or officers appointed by resolution of the Board of Directors.
Minutes of the Board and Committees
80. The minutes of the Board of Directors and its committees shall be circulated to the Board of Directors, each of whom shall receive a copy of such minutes.
Auditors
81. The members shall, at each annual meeting, appoint an auditor to audit the accounts and annual financial statements of the Council for report to the members at the next annual meeting. The auditor shall hold office until the next annual meeting provided that the directors may fill any casual vacancy in the office of the auditor. The remuneration of the auditor shall be fixed by the Board of Directors.
Books and Records
82. The directors shall see that all necessary books and records of the Council required by the by-laws of the Council or by any applicable statute or law are regularly and properly kept.
Rules, Regulations and Policies
83. The Board of Directors may prescribe such rules, regulations and policies not inconsistent with these by-laws relating to the management and operation of the Council 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 Council when they shall be confirmed, and failing such confirmation at such annual meeting of members, shall at and from that time cease to have any force and effect.
Amendment of By-Laws
84. The by-laws of the Council not embodied in the letters patent may be repealed or amended by by-law, or a new by-law relating to the requirements of the Act, may be enacted by a two-third (2/3) majority of the Board of Directors and ratified by an affirmative vote of at least two-third (2/3) of the members at a general meeting duly called for the purpose of considering the said by-law, provided that the repeal or amendment of such by-laws shall not be enforced or acted upon until the approval of the Minister of Industry has been obtained.
Interpretation
85. In these by-laws and in all other by-laws of the Council hereafter passed unless the context otherwise requires, words importing the singular number or the masculine gender shall include the plural number or the feminine gender, as the case may be, and vice versa, and references to persons shall include firms and corporations.
86. Both French and English versions of the By-Laws are legally binding.
Adopted