I. NAME AND SEAL
The name of the Association shall be the CANADIAN ARCHAEOLOGICAL ASSOCIATION (ASSOCIATION CANADIENNE D'ARCHÉOLOGIE) (the "Association").
The Seal which is impressed hereon shall be the corporate seal of the Association.
- To promote and disseminate archaeological knowledge, with specific reference to Canada, adjacent regions, and other areas of the world where members of the association work;
- To promote active discourse and cooperation among archaeological societies and agencies and encourage archaeological research and conservation efforts; and
- To serve as the national association capable of promoting activities advantageous to archaeology and discouraging activities detrimental to archaeology.
Residents of any country who have an interest in furthering the objectives of the Association may become members of the Association.
- Removal of Members
The Association shall have the power to censure or remove from the membership any member who contravenes the goals of the Association or who breaks any government antiquities legislation, and may appoint expert witnesses in any legal action resulting from the above. Any Member who becomes the subject of a motion of censure or removal shall have the right to be heard by the membership, prior to such an action being taken.
In the case of a motion from the membership to censure or remove any member of the Association, the general membership shall be informed of the charges and conditions which have caused the action at least one month prior to the Annual General Meeting and the person or persons concerned will also be informed of the action at least one month prior to the Annual General Meeting. A ballot shall be delivered to the membership not later than two (2) weeks after the date of the Annual General Meeting to decide the issue. A two-thirds majority vote of the returned ballots shall be necessary to censure or remove said member(s). The balloting period shall be for one month.
Members of the Association may withdraw their membership status upon request to the President or the Secretary-Treasurer. However, membership fees will not be refunded in such a case.
The Association shall establish such membership classes as deemed appropriate to serve the needs of the membership.
Membership in the Association shall be achieved by providing the required fee to the Secretary-Treasurer. Annual dues shall be established at each Annual General Meeting. Each member shall receive all publications and be provided access to a current copy of the By-Laws of the Association. Copies of the audited financial statement, the proposed budget for the ensuing year, and the proposed Agenda for the upcoming Annual General Meeting shall be made available to members at, or before, the Annual General Meeting.
- Voting Rights
Each Member in good standing shall have one vote in the transaction of the Association's business and may, if absent from the Annual General Meeting, submit a vote by proxy. A proxy vote may be held by any other Member so designated in writing by the Proxy Member. All Members shall be notified of the right to use a proxy in the written notice of the Annual General Meeting.
The Executive of the Association shall constitute the Board of Directors and shall consist of five officers:
- Immediate past President;
To ensure continuity and effectiveness, the term of office for each of the above officers shall be as follows:
- For the President, two (2) years;
- For the President-Elect, one (1) year;
- For the immediate past President, one (1) year;
- For the Vice-President, two (2) years;
- For the Secretary-Treasurer, three (3) years.
All members of the Executive shall be elected by the membership.
The term of a Director shall be the same as the term for his or her position as an Officer and Member of the Executive. The term of the directors named in the application shall be until the First Meeting of the Members of the Association.
The Executive may from time to time appoint or hire staff to assist the Association in carrying out its business. Any such staff persons shall report to the Executive of the Association through the position of the Secretary-Treasurer.
The By-Laws and business communications to the membership shall be made available in both English and French. Articles in the Association's publications shall appear in the language submitted (English or French) with appropriate abstracts in both English and French. Papers delivered at the Annual General Meeting may be given in either language.
- Annual Conference
The Association shall hold an annual conference (the "Annual Conference") to foster the exchange of information and ideas amongst its members at a place in Canada.
- Annual General Meeting
The Association shall hold an annual general meeting (the "Annual General Meeting") in conjunction with the Annual Conference. At every Annual General Meeting the following business shall be transacted:
- Hearing and receiving the financial report and statements and the report of the auditors required by the Act to be read at and laid before the Association at an Annual Meeting.
- Election of Directors and Officers pursuant to Paragraph VI, save and except where same have been elected by ballot pursuant to Paragraph VI hereof.
- Appointment of the auditor and the fixing or authorizing the Executive to fix the remuneration of the auditors.
- Any other business for which proper notice has been given to be brought before the Annual General Meeting.
Five (5) Members present in person at a Meeting will constitute a quorum.
The Annual General Meeting of the Members of the Association shall be held in such place within Canada that is determined at the Annual General Meeting of the Members of the Association. Those members hosting an upcoming Annual General Meeting shall determine the time and place of the Annual General Meeting, which shall be held between April 1st and May 30th of each year.
A written notice indicating the time and place of each Annual General Meeting shall be delivered to each member of the Association, not later than SIXTY (60) days prior to the date of the next Annual General Meeting.
- Programme of Annual Conference
Not less than SIXTY (60) days prior to the next Annual Conference a programme of papers, symposia, and other activities must be circulated to the membership by the Programme Committee. The Programme Committee shall receive authorization from the Secretary-Treasurer to expend necessary funds in preparation for the Annual Conference. Anticipated Annual Conference disbursements in excess of income must be approved a priori by the President, otherwise the Association will not be held responsible for cost over-runs. The President of the Association is an ex-officio member of the annual Programme Committee.
- Special General Meeting
A special general meeting (the "Special General Meeting") shall be called at any time by a Petition signed by not less than FIVE PERCENT (5%) of the voting Members of the Association and any Petition shall state the nature of the business to be considered at the meeting. Such meeting shall be held at such time and place as the Executive may determine. Any Special General Meeting so called by the Members shall be held within TWENTY-ONE (21) days from the date of the Petition. Notice of any Special General Meeting called by the Members shall be delivered to each Member not less than FOURTEEN (14) days before the date of the Special General Meeting and directed to such address of each Member as appears on the records of the Association. Such notice shall contain the day, hour and place of such Meeting and the nature of the Business to be transacted and contain sufficient information to enable a member to make a reasoned decision.
VI. ELECTIONS OF DIRECTORS AND OFFICERS
The Executive shall appoint a Nominating Committee of three (3) members who will request nominations for Executive positions from the membership. Only members of the Association in good standing may be nominated to hold the position of Director and Officer of the Association. The resulting candidate names and offices involved shall be delivered to all members and this shall constitute a ballot. Ballots shall be cast by a date established by the Committee. Space for a write-in candidate shall be provided for each office on the ballot. At least ONE (1) member of the Nominating Committee and TWO (2) other members of the Association designated by the Nominating committee will audit the vote. Election of officers shall be decided by simple majority of returned ballots. Newly elected officers shall assume their duties at the next Annual General Meeting. Any director and officer may stand for re-election to any office.
Editors shall be appointed by the Executive of the Association and shall be in charge of publication of the Association including the Journal, the Newsletter, the World Wide Web Site, and any other publications that the Association may, from time to time, choose to publish. Assistant Editors and/or an editorial committee shall be appointed by the Executive. Whenever necessary, an Assistant Editor who is fluent in the official language not spoken by the Editor shall be appointed by the Executive. Editors shall operate within approved budgets or obtain approval from the President to expend additional funds. All invoices relating to publication shall be certified by the Editor and forwarded to the Secretary-Treasurer for payment. Editors are to provide annual reports and budgets to the membership at, or prior to, the Annual General Meeting.
- Fiscal Year
The fiscal year of the Association shall begin April 1 and end on March 31 of the following year. Annual dues shall be payable on April 1. Funds from annual dues and other sources shall be available for operating, publication and other expenses consistent with the goals and approved budget of the Association. Changes in the fee structure may be approved by a simple majority of members present at the Annual General Meeting.
- Secretary-Treasurer's Report
The Secretary-Treasurer shall prepare an annual written report, which shall include the audited financial statement and proposed budget for the current year. The Secretary-Treasurer's report shall be approved by the Executive and shall be submitted for approval by the membership at the Annual General Meeting.
- Discretionary Spending Power
The Secretary-Treasurer has discretionary spending power, up to a maximum of 10% in excess of the approved annual budget of the Association, in order to meet unforeseen expenses. Any expenditures that are in excess of this percentage, must be authorized by the President of the Association.
IX. DUTIES AND POWERS OF THE EXECUTIVE
- Management of Affairs
The affairs of the Association shall be managed by the Executive. The Executive shall be responsible to the Membership for the formulation of policy, subject to the requirements of the Canada Corporations Act, the By-Laws and to such rules or directives as may be prescribed by the Association in General Meetings.
- Qualifications. Each Director shall:
- Be at least EIGHTEEN (18) YEARS of age;
- Not be an undischarged Bankrupt or mentally incompetent person;
- Be a member of the Association who is qualified by the terms of Paragraph VI to hold office.
Any vacancy occurring in the Executive shall be filled by appointment by the President, with the consent of the Executive, and any person so chosen shall retain his or her office only for so long as the vacating officer would have retained the same if no vacancy had occurred.
- Removal of Directors.
Membership in the Executive may be withdrawn prior to the completion of a Member's full term by a majority vote of the Members of the Executive.
- Resignation of Director.
Any Member of the Executive who wishes to resign his or her position must present a written request to the President who may, or may not, accept such resignation.
A quorum of the Executive shall consist of at least THREE (3) members of the Executive.
Meetings of the Executive shall be held in conjunction with the Annual General Meeting of the Association or at any other time as determined by the President or by the written request directed to the President of TWO (2) directors. In all cases, not less than FOURTEEN (14) days' advance notice in writing must be given to the Executive together with a statement of the purpose of the Meeting.
Each member of the Executive shall have ONE (1) vote and at all meetings of the Executive every question shall be decided by a majority vote on a show of hands unless a poll on the question is required by the President or requested by any member of the Executive.
- Remuneration of Directors.
Members of the Executive, as such, shall not receive any stated remuneration for their services, but shall be reimbursed any out-of-pocket expenses that they may incur in carrying out their duties as a member of the Executive. The Editor of the Canadian Journal of Archaeology is entitled to reimbursement for out-of-pocket expenses incurred to attend the Annual General Meeting.
- Indemnity of Directors.
Every director, member of the Executive and officer of the Association or any other person who has undertaken or is about to undertake any liability on behalf of the Executive, or a person who acts or acted at the Association's request as a director or officer or another company of which the Association is or was a shareholder or creditor and their heirs, executors, and administrators, and estate and effects respectively shall from time to time and at all times be indemnified and save harmless out of the funds of the Association from and against:
- All costs, charges, and expenses whatsoever that the director, officer or other person sustains or incurs in or about any action, suit or proceeding that is brought, commenced or prosecuted against him or her or in respect of any act, deed, matter or thing whatsoever made, done or permitted in or about the execution of the duties of his or her office or in respect of any such liability; and
- All other costs, charges and expenses that he or she sustains or incurs in or about or in relation to the affairs thereof, except the costs, charges, or expenses occasioned by his or her own wilful neglect or default.
- Management of Affairs
- The duties of the Executive Members shall be as follows:
The President shall be the Chairperson of the Executive and shall chair all business meetings of the Association and shall have signing authority for the Association.
The President is empowered to appoint committees (and committee chairperson) that are deemed necessary in the attainment of the Association's objects. The President shall seek the advice of the Executive where appropriate.
When so requested by the Membership, the President shall direct the attention of the Executive, or an appointed committee, to specific topics of concern to the Association and shall ensure that a written report concerning the matter at hand is presented to the Association prior to or at the time of the General Meeting. The President, or a representative, may initiate negotiations with other learned societies, funding organizations, academic institutions, museums and other bodies having an interest or bearing upon the objects of the Association.
The President-Elect shall succeed and assume the role of the President after the current President's two year term of office has been completed. The President-Elect has Executive voting rights and shall act upon the request of the President in the formation of committees or other devices necessary for the effective functioning of the Association.
The Vice-President shall act upon the request of the President in the formation of committees or other devices necessary for the effective functioning of the Association. The Vice-President shall assume the duties of the President in the event of the latter's absence and can, in lieu of the President, but with Executive consent, sign all contracts and financial disbursements on behalf of the Association.
The Vice-President shall arrange for the preparation of plaques to be presented to recipients of the Association’s various awards and, on behalf of the Association, write letters notifying recipients of awards.
In the event of the death or resignation of the President, the Vice-President shall assume all duties of the latter position until a new President can be elected.
- Immediate Past President
The Immediate Past President shall assist the President in ensuring the effective functioning of the Association. The Immediate Past President shall act upon the request of the President to Chair any committees that may be created, from time to time, to deal with specific topics of interest to the association. The Immediate Past President shall assume the duties of the Vice President in the event of the latter's absence.
The Secretary-Treasurer shall be in general charge of administrative matters resulting from the Annual General Meeting or the actions of the Executive. The Secretary-Treasurer shall insure that a membership list of Association members is maintained, correspond with the membership (in both official languages as needed) and report and provide copies of the minutes from the Annual General Meeting.
The Secretary-Treasurer, as chief accounting officer for the Association, shall be responsible for the recording and administration of all financial transactions of the Association and shall arrange for an annual public audit of the Association's financial records.
The Secretary-Treasurer shall, along with the President, have signing authority for the Association. This authority may be assigned to another person by the Secretary-Treasurer, upon the approval of all the members of the Executive.
X. CHANGES AND AMENDMENTS TO THE BY-LAWS
Any member in good standing may submit to the Executive proposals for changes or amendments to the By-Laws of the Association. Such proposals shall be considered by a By-Laws Amendment Committee appointed by the President and, if approved by the Executive, shall be put to a vote at the next Annual General Meeting of the Association.
The Membership must be notified in writing of any proposed changes or amendments to the By-Laws, at least thirty (30) days in advance of the Annual General Meeting. Motions to change or amend the By-Laws of the Association must pass by a two-thirds majority of those present at the Annual General Meeting. Any such change or amendment which might be approved by the membership shall not be in force until formally approved by the Minister responsible for the Canada Corporations Act.
- Supplementary Letters Patent
Any proposal to change or amend the Association's name, goals, or objectives cannot proceed by the above described process but can only be amended by Supplementary Letters Patent.
XI. CORPORATE SEAL AND CERTIFICATION
Custody of the Corporate Seal of the Association shall rest with the Secretary-Treasurer. The Corporate Seal must be affixed to any document being certified as an official document of the Association and all such documents must also bear the signatures of the President and any other member of the Executive.
XII. EXECUTION OF DOCUMENTS
Any and all deeds, documents, instruments in writing signed for, on behalf of, and in the name of, the Association by the President (other than routine expenditures within the guidelines of an approved budget) shall be approved through the Executive and shall be binding upon the Association. Any such authorization may be general or confined to specific instances. Save as aforesaid or as otherwise by these By-Laws provided, no officer, agent or employee shall have any power or authorization to bind the Association by any contract or engagement or to pledge its credit.
- Cheques and Drafts
All cheques, bills of exchange or other orders for the payment of money, notes or other evidence of indebtedness issued, accepted or endorsed in the name of the Association shall be signed by the Secretary-Treasurer or by any other person so appointed by the Executive. The Secretary-Treasurer, the President, or a staff member designated for the purpose, may arrange, balance and certify all books of accounts between the Association and the Association's bankers and may receive all paid cheques and vouchers and sign all bank forms as settlement of balance and release or verification slips.
- Books and Records
The Association shall keep proper books of account with respect to:
- The receipt and expenditure of all sums of money received, granted or expended by the Association;
- All sales and purchases by the Association;
- The assets and liabilities of the Association;
- All other transactions affecting the financial position of the Association.
XIII. BANKING ARRANGEMENTS
All funds of the Association shall be deposited from time to time to the credit of the Association with such bank or banks, trust companies or credit unions or with such bankers as the Executive may approve.
- Trust Fund
The Executive may establish a Trust Fund to be managed by three trustees appointed annually by the Executive, to which shall be credited:
- All monies so designated received by the Association by gift or bequest.
- All interest on the balance of the Fund calculated from time to time to the credit of the Association.
- The Secretary-Treasurer shall report on the Fund to the members at each Annual General Meeting of the Association.
- All requests by the Secretary-Treasurer to release monies from the Fund shall be subject to the approval of the members at the Annual General Meeting or at a Special General Meeting of Members properly called and conducted. The Secretary-Treasurer shall release monies from the Fund in the amount and for the purpose(s) approved by the Members.
Subject to the limitations set out in these By-Laws or in the Letters Patent or any supplementary Letters Patent of the Association, the Executive may:
- Borrow money on the credit of the Association;
- Issue, sell or pledge securities of the Association;
- Charge, mortgage, hypothecate or pledge all or any other real or personal property of the Association, including book debts, rights, powers, franchises and undertakings to secure any securities or any money borrowed or other debt, or any other obligation or liability of the Association;
Provided that, except where the Association borrows on the security of its real or personal property, its borrowing powers shall be limited to borrowing money for current operations' expenses.
- Appointment of Auditors
The Members at each Annual General Meeting shall appoint one or more auditors to act on behalf of the Association until the close of the next Annual General Meeting and, if an appointment is not so made, the appointed auditor continues until his or her successor is appointed.
The Executive may fill a casual vacancy in the office of the auditor but while the vacancy continues, the surviving or continuing auditor, if any, may act.
- Removal of Auditors
Members, by resolution passed by at least 2/3rds of the votes cast at an Annual General Meeting or Special General Meeting called for such purpose of which notice specifying the intention to pass such resolution was given, may remove any auditor before the expiration of his or her term of office and shall, by a majority of the votes cast at the Meeting, appoint another auditor for the remainder of the term of office.
The remuneration of the auditor or auditors shall be fixed by the Executive.
XVI. EXAMINATION OF RECORDS
At least once in every fiscal year the accounts of the Association shall be examined and the correctness of such amounts and the balance sheet shall be certified by the auditor or auditors appointed. Such auditor's accounts shall be presented at the next Annual General Meeting of the Association.