An overview of the by-laws are below. A copy of the complete 2018 Not for Profit Revision of Bylaws is available here.
1.01 Definitions: In these By-Laws and all other By-Laws of the Corporation, unless the context otherwise requires:
- a. “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;
- b. “Articles” means the original or restated Articles of incorporation or Articles of amendment, amalgamation, continuance, reorganization, arrangement or revival of the Corporation;
- c. “Board” means the Board of Directors of the Corporation and “Director” means a member of the Board and “Executive Committee” means a subset of the Board of Directors consisting of the Past President, President, Vice President Program, Treasurer, and Secretary;
- d. “By-Laws” means these By-Laws and any other By-Laws of the Corporation as amended and which are, from time to time, in force and effect;
- e. “meeting of members” includes an annual meeting of members or a special meeting of members; a special meeting of all members entitled to vote at an annual meeting of members;
- f. “Regulations” means the regulations made under the Act, as amended, restated or in effect from time to time;
- g. “Required Fee” shall mean any fee, assessment, or other dollar amount required to be paid either in virtue of any bylaw or any resolution of the Board which has been validly passed; and
- h. “special resolution” means a resolution passed by a majority of not less than two-thirds (2/3) of the votes cast on that resolution.
1.02 Interpretation: In the interpretation of these By-Laws, words in the singular include the plural and vice-versa, words in one gender include all genders, and “person” includes an individual, body corporate, partnership, trust and unincorporated organization. The word “Corporation” may on literature of the Corporation be designated as an “Association”. Other than as specified in 1.01 above, words and expressions defined in the Act have the same meanings when used in these By-Laws.
1.03 Corporate Seal: The seal, an impression whereof is stamped in the margin hereof, shall be the seal of the Administrative Sciences Association of Canada (ASAC) Association des sciences administratives du Canada (ASAC) and shall be in the custody of the Secretary and Information Management of the Corporation.
1.04 Execution of Documents: Deeds, transfers, assignments, contracts, obligations and other instruments in writing requiring execution by the Corporation may be signed by any two (2) of: (a) its President and (b) any one of the officers mentioned in Section 4.00 of the present By-Laws. In addition, the Board 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 the corporate seal (if any) to the document. Any signing officer may certify a copy of any instrument, resolution, By-Laws or other document of the Corporation to be a true copy thereof.
1.05 Financial Year End: The financial year end of the Corporation shall be on December 31 of each year or on such other date as may be determined by the Board of Directors.
1.06 Banking Arrangements: The banking business of the Corporation shall be transacted at such bank, trust company or other firm or corporation carrying on a banking business in Canada or elsewhere as the Board of Directors 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 Corporation and/or other persons as the Board of Directors may by resolution from time to time designate, direct or authorize.
1.07 Annual Financial Statements: The Corporation may, instead of sending copies of the annual financial statements and other documents referred to in subsection 172(1) (Annual Financial Statements) of the Act to the members, publish a notice to its members stating that the annual financial statements and documents are available at the registered office of the Corporation and any member may, on request, obtain a copy free of charge at the registered office or by prepaid mail. 1.08 Head Office The Head Office of the Corporation shall be the business address of Board Director in the Secretary and Information Management position.