Proposed Amendments to the CAA constitution

The CAA Board of Directors is recommending the following amendments to the CAA constitution, which would split the existing Secretary-Treasurer position into two separate positions. Currently, the Secretary-Treasurer is a Principal Director with a four (4) year term. Both the new Treasurer and Secretary positions would likewise be Principal Directors with four (4) year terms. This will make the workload for these positions more manageable and make it easier to recruit qualified candidates.

In the first instance (2021–2023), the Secretary position would be for a 2 year term, thus ensuring that the Treasurer and Secretary positions are staggered for renewal, in order to promote continuity on the Board.

The full text of the current constitution is here.

Below are the amendments the Board is proposing to those sections that will be affected. Any sections not listed below will remain unchanged, though some renumbering will be required where new sections are added.


Section 1.3 Current wording

Seal
The Seal which is impressed hereon shall be the corporate deal of the Association. Custody of the Corporate Seal of the Association shall rest with the Secretary-Treasurer.

Section 1.3 Proposed amendment

Strike this section because the Association does not have a Corporate Seal. Renumber all subsequent subsections accordingly.

Section 3.7 Proposed revision

Withdrawal
Members of the Association may withdraw their membership status upon request to the President, the Secretary-Treasurer Secretary, or the Treasurer. However, membership fees will not be refunded in such a case.

Section 4.7 Proposed revision

Programme of the Annual Conference
….The Programme Committee shall receive authorization from the Secretary-Treasurer Treasurer to expend the necessary funds in preparation for the Annual Conference. Anticipated Annual Conference disbursements in excess of income must be approved in advance by the President….

Section 5.4 Proposed revision

Election of Principal Directors
Members shall elect four (4) five (5) directors for terms of four (4) five (5) years (the "Principal Directors")…

Section 5.4.3 Proposed revision

One director shall be elected at the first Annual General Meeting following the approval of these Bylaws and every four (4) years thereafter. It is the intention of the membership that such individual be appointed by the Board to the position of Secretary/Treasurer Treasurer.

Section 5.4.4 Proposed addition

One director shall be elected at the first Annual General meeting following approval of the amendments to the Bylaws for a term of two years and again every four (4) years thereafter. It is the intention of the membership that such individual be appointed by the Board to the position of Secretary.

Section 5.14 Proposed revision

Staff
The Board 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 Board of the Association through the position of the Secretary-Treasurer Treasurer.

Section 6.2 Proposed revision

Officer Positions
The directors shall appoint the following officers:

  1. President; and
  2. President-Elect; and/or
  3. Past President; and
  4. Vice-President; and
  5. Secretary-Treasurer. Treasurer; and
  6. Secretary.

Section 6.3.5 Proposed revision

Secretary-Treasurer Treasurer
This position may be combined with the position of Secretary at the discretion of the Board of Directors.

The Secretary-Treasurer shall be in general charge of administrative matters resulting from the Annual General Meeting or the actions of the Board. 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 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 Treasurer shall, along with the President, have signing authority for the Association. This authority may be assigned to another person by the Secretary-Treasurer Treasurer, upon the approval of the Board.

The Treasurer shall prepare the annual Financial Statements to be presented for review at the last Board meeting of the Association prior to the Annual General Meeting. The annual Financial Statements will then be presented to the general membership for review and approval at the Annual General Meeting. The Treasurer shall prepare the annual Budget for review at the fall Board meeting of the Association. The annual Budget will then be presented to the general membership for review and approval at the Annual General Meeting.

The Treasurer shall coordinate with the Secretary to ensure that a membership list of the Association is maintained.

Section 6.3.6 addition

The position of Secretary may be combined with the position of Treasurer at the discretion of the Board of Directors.

The Secretary shall be in general charge of ensuring the Annual General Meeting and the meetings of the Board are effectively organised and record the minutes.

The Secretary shall record the minutes from the Annual General Meeting, as well as the Board of Director meetings, which occur at least twice a year. The Secretary shall post the Annual General Meeting minutes and agendas on the Association website in the “Secretary’s Corner”, within one (1) month of the Annual General Meeting. The Secretary shall provide the Board of Directors the minutes and agendas from all board meetings within two (2) months. The Secretary shall maintain and steward the Association’s archives.

The Secretary shall provide copies of the minutes from the previous Annual General Meeting to the membership prior to the current meeting date.

The Secretary shall attend to all administrative matters arising from the Annual General Meeting and Board of Director Meetings.

The Secretary shall coordinate with the Treasurer to ensure that a membership list of the Association is maintained.

Section 9.1 Proposed revision

Fiscal Year
The fiscal year of the Association shall begin April January 1 and end on March December 31 of the following year. Annual dues shall be payable on April 1 January 1 or regular memberships. Green memberships are for one year from the time of purchase, so are payable on a rolling basis. 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.