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BY-LAWS

BY-LAW NO. 1 being a By-Law relating generally to the transaction of the affairs of the Indigenous Bar Association in Canada (the "Association")

BE IT ENACTED AND IT IS HEREBY ENACTED as a by-law of the Association that:

HEAD OFFICE

1. The Head Office of the Association shall be at the Six Nations of the Grand River Nation, Ohsweken, in the Province of Ontario, and at such place as the directors may determine from time to time.

SEAL

2. The Seal, an impression of which is stamped in the margin, shall be the corporate seal of the Association.

DIRECTORS NUMBER AND QUORUM

3. The Board of Directors of the Association shall consist of a minimum of nine (9) directors and a maximum of twenty-five (25) directors, of whom a majority shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. The number of directors shall remain as such until changed by by-law. When there are vacancies in the Board of Directors, the remaining directors may exercise all of the powers of the Board of Directors so long as a quorum of the Board of Directors remains in office.

POWERS

4. The Board of Directors shall have full power and authority to manage and control the affairs and business of the Association.

QUALIFICATIONS

5. At the time of election or appointment, each director shall be a member of the Association, or within ten (10) days after becoming elected or appointed, each director shall become a member of the Association. Each director shall be at least 18 years of age.

ELECTION AND TERM OF OFFICE

6.1 The directors shall serve as directors for a two year term.

6.2 Seven (7) directors shall be elected by the Full Members of the Association from among their number.

6.3 Two (2) directors shall be elected by the Student Members from among their number.

6.4 Each Participating Section may elect a director from among their number.

6.5 The directors in office shall retire at the end of their two year term at the annual meeting of members. Any of these directors, if qualified shall be eligible for re-election. The election may be by a show of hands or by the resolution of the members, unless a ballot is demanded by any member. If an election of directors is not held at the proper time, the directors who are then in office shall continue in office until other directors are elected in their place.

6.6 At the first annual meeting of members after the enactment of the By-law, all directors shall retire at which time their successors shall be elected as follows: (a) One half of or four of the directors shall be elected for one year and one half; or (b) Three directors shall be elected for two years. Thereafter, at each annual meeting, one half of the directors then in office shall retire. Any of these directors, if qualified, shall be eligible for re-election. The election shall be by a show of hands or by the resolution of the members, unless a ballot is demanded by any member. If an election of directors is not held at the proper time, the directors who are then in office shall continue in office until other directors are elected in their place.

WILLINGNESS

7. No person shall be elected to the Board of Directors unless he or she has indicated, either personally or in writing, a willingness to serve in such capacity.

VACANCIES

8.1 So long as there is a quorum of directors in office, any vacancy occurring in the Board of Directors may be filled for the remainder of the term by the directors then in office. If the directors then in office do not fill such vacancy, the vacancy shall be filled at the next annual meeting of the members when the directors for the ensuing year are elected.

8.2 If there is no quorum of directors, the remaining directors shall immediately call a meeting of the members to fill the vacancy. If the number of directors is increased between the terms, a vacancy or vacancies shall be deemed to have occurred. Such vacancy or vacancies shall be filled in the manner described in the previous paragraph.

VACATION OF OFFICE

9. The office of any director shall be vacated if the director (a) becomes bankrupt or suspends payment or compounds with creditors or makes an unauthorized assignment or is declared insolvent; (b) is found to be mentally incompetent or becomes of unsound mind; (c) ceases to be a member; or (d) by notice in writing to the Board of Directors resigns the office of director.

REMOVAL OF DIRECTORS

10.1 The Full Members may, by resolution passed by at least two-thirds of the votes cast at a general meeting of the members present, remove any director appointed or elected to the Board of Directors by the Full Members before that director's term of office has expired. Notice must be given specifying the intention to pass such a resolution before the general meeting of the members. Once the director has been removed from office, the members may, by a majority of votes cast at the meeting, fill the vacancy for the remainder of the term period.

10.2 The Student Members may, by resolution passed by at least two-thirds of the votes cast at a general meeting of the members present, remove any director appointed or elected to the Board of Directors by the Student Members before that director's term of office has expired. Notice must be given specifying the intention to pass such a resolution before the general meeting of the members. Once the director has been removed from office, the members may, by a majority of votes cast at the meeting, fill the vacancy for the remainder of the term period.

10.3 The members of a Participating Section may, by resolution passed by at least two-thirds of the votes cast at a general meeting of the members present, remove any director appointed or elected to the Board of Directors by the members of a Participating Section before that director's term of office has expired. Notice must be given specifying the intention to pass such a resolution before the general meeting of the members. Once the director has been removed from office, the members may, by a majority of votes cast at the meeting, fill the vacancy for the remainder of the term period.

RESIGNATION

11.1 Directors may resign by resignation in writing sent to the Secretary which shall be effective upon acceptance by the Board of Directors.

11.2 In the case of resignation, a director shall remain liable for payment of any assessment or other sum levied or which become payable by such director to the Association prior to acceptance of the resignation.

MEETINGS OF DIRECTORS

12.1 Meetings of the Board of Directors may be held at the Head Office of the Association or any other place.

12.2 Such meetings may be held at any time without formal notice being given if all the directors are present. Any resolution passed, or proceeding had, or action taken at such meeting shall be as valid and effectual as if it had been passed at or had or taken at a meeting duly called and constituted.

12.3 The Chairperson or a Co-Chairperson or any two members or the Secretary at the direction of the Chairperson or Co-Chairperson or any two directors, shall convene a meeting of the Board of Directors. Notice of a meeting of the Board of Directors shall be delivered, telephoned, telecopied or sent by any form of transmitted or recorded message to each director not less than twenty four (24) hours before the meeting is to take place. Alternatively, notice of such meeting shall be mailed to each director not less than fourteen (14) days before the meeting is to take place. Any director may waive notice of any meeting or any irregularity in any meeting before or after the holding of such meeting. Attendance at any meeting without notice of said meeting constitutes a waiver of notice of said meeting. Any director may ex post facto, waive notice of any such meeting.

12.4 The Board of Directors may hold their first meeting immediately following the meeting of members at which the Board was elected. In the case of a director appointed to fill a vacancy on the Board, the Board of Directors may hold the first meeting without notice to the newly elected or appointed director or directors. In this case, a quorum of directors must be present before the meeting may be validly constituted.

12.5 The Board of Directors may appoint a day or days in any month or months for regular meetings of the Board of Directors. If regular meeting times are chosen, the Board of Directors shall designate the time and place at which such meetings are to be held. A copy of any resolution appointing such regular meeting of the Board of Directors shall be sent to each director immediately after the resolution is passed. No other notice, besides a copy of the resolution, shall be required for any such regular meeting.

12.6 No error or omission in giving notice for a meeting of directors shall invalidate such meeting or invalidate or make void any proceedings taken or had at such meeting. Any director may ratify and approve of any or all proceedings taken or had at any meeting.

MEETING BY TELECONFERENCE OR OTHER ELECTRONIC MEANS

13.1 Meetings of the Board of Directors may be by teleconference or other electronic means so long as all directors participating in the meeting are able to adequately communicate with each other. Each director must consent in advance of any such meeting to the method of communication and each director must have equal access to the means required to participate in such meeting.

13.2 The Chairperson of the meeting shall poll each of the participants in the meeting in order to establish quorum and to record all votes.

VOTING

14.1 Questions arising at any meeting of the Board of Directors shall be decided by a majority vote. The Chairperson shall not vote except in the case of an equality of votes when the Chairperson shall have a casting vote.

14.2 Any vote at any meeting of the Board of Directors shall be taken by ballot if so demanded by any director present. If there is no demand for a vote by ballot, the vote shall be taken in the usual way by assent or dissent. A declaration by the Chairperson that a resolution has been carried and an entry to that effect in the minutes shall be sufficient evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. Where requested by a director, the Chairperson shall record any dissent or abstention from a vote in the minutes of meeting.

REMUNERATION OF DIRECTORS

15. The directors of the Association shall serve without remuneration and no director shall directly or indirectly receive any profit from the position of director. Each director may be paid reasonable expenses incurred in the performance of the duties as a director.

INTEREST OF DIRECTORS IN CONTRACTS

16. Every director of the Association who is in any way, either directly or indirectly, interested in a contract or arrangement or proposed contract or arrangement with the Association shall declare such interest to the Board of Directors. The director shall declare such interest in the manner and at the time required by the applicable provisions of the Canada Corporations Act for the time being in force. Further, the director shall not vote in respect of the contract or arrangement or proposed contract or arrangement. If not otherwise prohibited by law, no director shall be disqualified from being a director by contracting with the Association. No contract or arrangement entered into by or on behalf of the Association with any director or in which any director is in any way interested shall be voided by reason of the interest of any director. Any director who contracts or enters into an agreement with the Association shall not be liable to account to the Association for any profit realized by such contract or arrangement, provided the aforementioned declaration of interest is made timely.

INDEMNITY OF DIRECTORS AND OFFICERS

17. Every director or officer of the Association and the heirs, executors and administrators, estate and effects, respectively of such director or officer shall from time to time and at all times, be indemnified and saved harmless out of the funds of the Association from and against: (a) all costs, charges and expenses whatsoever which such director or officer may sustain or incur in or about any action, suit or proceeding which is brought, commenced or prosecuted against such person, for or in respect of any act, deed, matter or thing whatsoever, made, done or permitted by such person, in or about the execution of the duties of office; (b) all other costs, charges and expenses which such person may sustain or incur in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by such person's own wilful neglect, default or intent.

PROTECTION OF DIRECTORS AND OFFICERS

18.1 No director or officer of the Association shall be liable for the acts, receipts, neglects or defaults of any other director or officer or employee, or for joining in any receipt or other act of conformity, or for any loss, damage or expense happening to the Association through the insufficiency or deficiency of title to any property acquired by order of the Board of Directors for or on behalf of the Association; or for the insufficiency or deficiency of any security in or upon which any of the monies of the Association shall be invested; or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person, firm or corporation with whom any monies, securities or effects of the Association have been deposited; or for any loss, conversion, misapplication or misappropriation of or damage resulting from any dealings with any monies, securities or other assets belonging to the Association; or for any loss occasioned by any error of judgment or oversight on such person's part; or for any other loss, damage or misfortune whatever which may happen in the execution of the duties of the office; or in relation thereto unless the same shall happen by or through such person's own wilful neglect, default or intent.

18.2 The directors may rely upon the accuracy of any statement or report prepared by the Association's auditors and shall not be responsible or held liable for any loss or damage resulting from any actions based upon such statement or report.

18.3 The Board of Directors of the Association are hereby authorized to cause the Association to give indemnities to any director or other person who has undertaken or is about to undertake any liability on behalf of the Association. Further the Board of Directors of the Association are authorized to secure such director or other person against loss by mortgage and charge upon the whole or any part of the real and personal property of the Association by way of security. Any action from time to time taken by the Board of Directors under this paragraph shall not require approval or confirmation by the members.

MEMBERSHIP QUALIFICATION

19. The membership shall consist of the Board of Directors and such other individuals who apply and are admitted as members by the Board of Directors.

DEFINITION

20. The term "Indigenous" shall include status and non-status Indian, Inuit and Metis peoples of Canada.

CLASSES OF MEMBERSHIP

21.1 The membership shall be divided into the following classes: (a) Full Members; (b) Student Members; and (c) Honorary Members.

21.2 The following persons are eligible to become Full Members of the Association: (a) Any Indigenous person who is a member in good standing of the Bar or Law Society of any Province or Territory in Canada; (b) Any Indigenous person who is a judge or a retired judge of any court of record in Canada; and (c) Any Indigenous person in Canada who has graduated from a recognized law school.

21.3 Any Indigenous person in Canada who is enrolled in a recognized law school is eligible to become a Student Member.

21.4 Any person who has distinguished himself or herself in the field of Indigenous law, or has made a significant contribution to the advancement of justice for Indigenous peoples in Canada may, by resolution of the Board of Directors, be admitted as an Honorary Member.

21.5 Any person eligible to become a member of the Association, who applies for membership in writing, pays the membership fee and whose application for membership is accepted by the Board of Directors, shall be a member in good standing.

MEMBERS RIGHTS

22.1 Full Members shall enjoy the full rights and privileges of membership including: (a) the right to notice of all meetings/functions and to attend and participate in all meetings and functions of the Association; (b) the right to vote on any question at all general and special meetings of members of the Association; and (c) the right to hold elected office within the Association.

22.2 During his or her period of membership, the Student Member shall be entitled to: (a) attend and participate in all meetings of the Association; and (b) vote at all general and special meetings of members of the Association.

22.3 Honorary Members shall have the right to attend all meetings of members of the Association and have a deliberative voice therein, but they shall not have the right to vote, nor will they be required to pay membership fees.

RESIGNATION

23. Members may resign by resignation in writing which shall be effective upon acceptance by the Board of Directors. In case of resignation, a member shall remain liable for payment of any assessment or other sum levied or which became payable by such member to the Association prior to acceptance of the resignation.

REMOVAL

24. Any member may be removed from the Association by a three-quarters (3/4) vote of the voting members present in favour of the removal, provided the member has been given notice of the intended removal and reasons therefor, at least thirty (30) days prior to the meeting called for the purpose of dealing with the matter. The decision to remove a member shall be final.

VOTING

25. Each Full Member in good standing shall be entitled to one vote on each question arising at any special or general meeting of the members.

ADMISSION

26. Each member shall properly be informed by the Secretary of admission as a member and the class of membership.

DUES

27.1 The dues shall be those which are fixed by the Board of Directors from time to time and shall be paid as determined by the Board.

27.2 The Secretary of the Board of Directors shall notify the members of the dues or fees payable by them at any time and, if not paid within thirty (30) days of the date of such notice, the members in default shall automatically cease to be members of the Association. Any such members may, upon payment of all unpaid dues and fees, be reinstated as members of the Association by the Board of Directors. A

ANNUAL AND SPECIAL MEETINGS OF MEMBERS MEETING

28. The Annual or Special General Meeting of the members shall be held at the Head Office of the Association or elsewhere as the Board of Directors shall appoint. Any other person may be admitted to the meeting at the invitation of the Chairperson of the meeting or with the consent of a majority of the members attending the meeting.

AGENDA AND NOTICE

29.1 At every annual meeting, in addition to any other business that may be transacted, the following reports and statements shall be presented to the members: (a) the report of the directors; (b) the financial statements; and (c) the report of the auditors.

29.2 The Board of Directors shall be elected or confirmed and auditors shall be appointed for the ensuing year. The remuneration of the auditors shall also be fixed. The members may consider and transact any business, either special or general, without any notice thereof at any meeting of the members. The Board of Directors or the Chairperson or Co-Chairperson shall have power to call at any time a Special General Meeting of the members of the Association. The Board of Directors shall call a Special General Meeting of members on written requisition of seven (7) of the members. No public notice or any advertisement of members' meetings, annual or general, shall be required. Notice of the time and place of every such meeting shall be given to each member by sending the notice by prepaid post or telecopier or other electronic means thirty (30) days before the time fixed for the holding of such meeting. Any meeting of members may be held at any time or place without such notice if all the members are present at the meeting. At such meeting any business may be transacted which the Association may transact at annual or general meetings. Notice of any meeting where special business shall be transacted shall contain sufficient information to permit a member to make a reasoned judgment.

ERROR OR OMISSION IN NOTICE

30. 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 Association shall invalidate such meeting or make void any proceedings taken at that meeting. Any member may at any time waive notice of such meeting and may ratify, approve and confirm any or all proceedings taken or had at that meeting. For the purpose of sending notice to any member, director or officer for any meeting or otherwise, the address of any member, director or officer shall be such person's last address recorded on the books of the Association.

ADJOURNMENT

31. Any meetings of the Association may be adjourned to any time and from time to time and such business may be transacted at such adjourned meeting as might be transacted at the original meeting from which such adjournment took place. No notice shall be required of any such adjournment. Such adjournment may be made notwithstanding that no quorum is present.

QUORUM

32. A quorum for the transaction of business at any meeting of the members shall consist of a majority of members present in person. No meeting can be held unless this quorum requirement is fulfilled.

VOTING OF MEMBERS

33. At all meetings of members every question shall be decided by majority vote of the voting members present in person unless otherwise required by the by-laws or unless the Act provides otherwise. In such case, the question shall be decided by a show of hands unless a poll be demanded by any member. A declaration by the Chairperson that a resolution has been carried or not carried and an entry to that effect in the minutes shall be sufficient evidence of the fact without proof of the number or proportion of votes recorded in favour of or against such resolution. The demand for a poll on any question being decided by vote may be withdrawn, but if a poll is demanded and not withdrawn, the question shall be decided by a majority of votes given by the voting members present in person. Such poll shall be taken in such manner as the Chairperson shall direct and the result of such poll shall be deemed the decision of the general meeting upon the matter in question. In case of any equality of votes at any general meeting, whether upon a show of hands or at a poll, the Chairperson shall be entitled to a casting vote. Where requested by a member, the Chairperson shall record any dissent or abstention from a vote in the minutes of meeting.

OFFICERS GENERAL

34. The officers of the Association shall be a President, a Vice-President, a Secretary, a Treasurer, and such other officers as the Board of Directors may from time to time by resolution determine.

ELECTION

35. The President, Vice-President, Secretary, Treasurer, and any other officer shall be elected by the Board of Directors from among their number following the annual meeting of members. If no election is made, the persons holding office shall continue to hold office until successors are elected. A vacancy occurring from time to time in these offices may be filled by the Board of Directors from among its number. One person may hold more than one office, except that of President and Vice-President. Any person who holds both the office of Secretary and Treasurer, may be known as the Secretary-Treasurer.

APPOINTED OFFICERS

36. The Board of Directors may appoint such other officers as the Board of Directors may determine, including one or more assistants to any of the officers who are appointed.

DUTIES OF PRESIDENT

37. The President shall, when present, preside at all meetings of the members and of the Board of Directors and shall be the Chairperson at all meetings. The President shall be charged with the general management and supervision of the affairs and operations of the Association. The President, with the Secretary or other officer appointed by the Board of Directors, shall sign all by-laws and membership certificates. The President shall perform all duties incidental to the office and shall have such other powers and duties as may from time to time be assigned by the Board of Directors.

VICE-PRESIDENT

38. During the absence or disability of the President, his or her duties shall be performed and the powers shall be exercised by the Vice-President. The Vice-President shall also perform such duties and exercise such powers as the President may from time to time delegate or the Board of Directors may prescribe.

SECRETARY

39. The Secretary shall give or cause to be given all notices required to be given to members, directors and auditors. He or she shall attend all meetings of the Board of Directors and of the members and shall enter or cause to be entered in books kept for that purpose, minutes of all proceedings at such meetings. He or she shall be the custodian of the stamp or mechanical device used for affixing the corporate seal and of all books, papers, records, documents and other instruments belonging to the Association. In addition, he or she shall perform such other duties as may from time to time be prescribed by the Board of Directors.

TREASURER

40. The Treasurer, or person performing the usual duties of a Treasurer, shall keep full and accurate accounts of all receipts and disbursements of the Association in proper books of account. The Treasurer shall deposit all moneys or other valuable effects in the name and to the credit of the Association in such bank or banks as designated by the Board of Directors; shall disburse the funds of the Association under the direction of the Board of Directors, taking proper vouchers therefor; and shall render to the Board of Directors at the meetings of the Board whenever required, an account of all transactions as Treasurer, and of the financial position of the Association. The Treasurer shall also perform such other duties as may from time to time be determined by the Board of Directors.

OTHER OFFICERS

41. The duties of all other officers shall be as the Board of Directors requires of them. Any of the powers and duties of an officer to whom an assistant has been appointed may be exercised and performed by such assistant, unless the Board of Directors otherwise directs.

VARIATION OF DUTIES

42. The Board of Directors, may from time to time, vary, add to or limit the powers and duties of any officer or officers.

TERM OF OFFICE

43.1 All of the officers elected and appointed shall retire immediately after the annual meeting following the annual meeting at which they were elected or appointed, but: (a) in the case of the President, the Vice-President, the Secretary and the Treasurer, provided they are re-elected as directors, they shall be eligible for re-election, or (b) in the case of all other officers, they shall be eligible for re-appointment.

43.2 The Board of Directors may, by a resolution passed at a meeting at which at least seven (7) members of the Board of Directors are present, remove at its pleasure, and without cause, any officer and elect or appoint a successor to serve for the remainder of the term.

SECTIONS OF THE ASSOCIATION CREATION OF PARTICIPATING SECTIONS

44. A Participating Section is a division of the Association, which indicates, in writing, through its proposed members, its desire to co-operate in advancing the objects of the Association and whose participating role is accepted by a majority vote of the Association's voting members, at a meeting duly called for that purpose.

CONSTITUTION OF PARTICIPATING SECTIONS

45. Each Participating Section shall submit its constitution or other document outlining proposed activities of the Participating Section and rules for internal governance when it submits written notice to the Association's members of its creation. Each Participating Section is responsible for providing written reports to the Board of Directors of the Association for approval on a regular basis or at least once in each three month period. Such written report shall include the Participating Section's financial statements and statement of activities.

DISBANDING PARTICIPATING SECTIONS

46. Each Participating Section may disband by providing notice in writing, through its members, of its desire to disband. The Participating Section shall be formally disbanded upon acceptance of the written notice by a majority of members of the Association at a meeting of members duly called for that purpose.

ANNUAL REVIEW

47. The Board of Directors shall review the written reports of the Participating Sections at the first Board meeting after the submission of such report. The Board of Directors may provide a reply report to the Participating Section on any matter contained in the report and may advise the Participating Section on any other matter related to the activities of the Participating Section. Further, the Board of Directors shall review, on a quarterly basis the activities of the Participating Section and determine whether to disband the Participating Section on the basis of inactivity. Such a decision shall be on consensus of the Board of Directors and members of the Participating Section.

MEMBERSHIP IN THE PARTICIPATING SECTIONS

48. The membership of each Participating Section shall be composed of members of the Association in good standing who apply in writing for membership to the Participating Section and are accepted by the Participating Section as members pursuant to the constitution or other document outlining the rules for internal governance of the Participating Section. Each member of a Participating Section is entitled to notice of and to attend all meetings and functions of the Participating Committee.

49. The membership dues for the Participating Sections shall be established by the Participating Section and approved by the Board of Directors from time to time and shall be paid as determined by the Board of Directors.

REMOVAL OF MEMBERS IN THE PARTICIPATING SECTIONS

50. Any member of the Participating Section who ceases to be a member of the Association shall cease to be a member of the Participating Section. Any member of a Participating Section may be removed from the Participating Section's membership by a three-quarters (3/4) vote of the members of the Participating Section in favour of the removal, provided the member has received written notice of the intended removal and reasons therefor, at least thirty (30) days prior to the meeting called for the purpose of dealing with the matter, and the decision of the members of the Participating Committee shall be final.

RESIGNATION

51. Members of the Participating Section may resign by resignation in writing sent to the Participating Section which shall be effective upon acceptance by the other members of the Participating Section. In the case of resignation, a member of the Participating Section shall remain liable for payment of any assessment or other sum levied or which became payable by such member to the Participating Section prior to acceptance of the resignation.

AUDITOR APPOINTMENT

52. An auditor or auditors of the Association shall be appointed at the annual meeting of the members and if not so appointed the auditor in office continues to hold office until the next annual meeting or until a successor or successors are appointed. The auditors shall make an annual audit and report to the members on the accounts and balance sheet of the Association.

EXECUTION OF DOCUMENTS EXECUTION

52.1 The President, the Vice-President in the absence or disability of the President, together with the Secretary or any other director, shall have authority to sign in the name and on behalf of the Association all instruments in writing only with the prior express authorization of the Board. Any instruments in writing so signed shall be binding upon the Association without any further authorization or formality. The Board of Directors shall have power from time to time by resolution to appoint any other officer or officers or any person or persons on behalf of the Association to sign specific instruments in writing. The corporate seal may, when required, be affixed to any instruments in writing. All instruments in writing shall be signed by the officers, directors and others designated with the prior express authorization of the Board.

52.2 The term "instruments in writing" shall, without limiting the generality thereof, include contracts, documents, deeds, mortgages, hypothecs, charges, conveyances, transfers and assignments of property (real or personal, immoveable or moveable) agreements, tenders, releases, proxies, receipts and discharges for the payment of money or other obligations, conveyances, transfers and assignments of shares, stocks, bonds, debentures and other securities and paper writings.

CERTIFICATION OF PROCEEDINGS

53. Copies of by-laws, resolutions or other proceedings of the Board of Directors or of the members may be certified under the corporate seal by the President, the Vice-President, the Secretary, the Treasurer, or a director or by such other person as the Board of Directors may appoint by resolution to perform such duties.

BANK ACCOUNTS, CHEQUES, DRAFTS AND NOTES ACCOUNTS

54.1 The Association's bank accounts shall be kept in such chartered bank, trust company, or other firm or corporation carrying on a banking business as the Board of Directors by resolution may determine.

54.2 Cheques on the bank accounts, drafts drawn, or accepted by the Association, promissory notes given by it, acceptances, bills of exchange, orders for the payment of money and other instruments of a like nature may be made, signed, drawn accepted or endorsed, as the case may be, by such officer or officers, person or persons as the Board of Directors may by resolution name for that purpose.

54.3 Cheques, promissory notes, bills of exchange, orders for the payment of money and other negotiable paper may be endorsed for deposit to the credit of the Association's bank account by such officer or officers, person or persons, as the Board of Directors may by resolution from time to time name for that purpose, or they may be endorsed for such deposit by means of a stamp bearing the Association's name.

BORROWING

55.1 The directors may from time to time: (a) borrow money on the credit of the Association; or (b) charge, mortgage, hypothecate or pledge all or any of the real or personal property of the Association, including all 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.

55.2 The word "securities" as used in this paragraph means bonds, debentures, debenture stock or other like liabilities of the corporation whether constituting a charge on the property of the Association or not.

55.3 The directors may from time to time authorize any director or directors, officer or officers of the Association, whether connected with the Association or not, to make arrangements with reference to the monies borrowed or to be borrowed and as to the terms and conditions of the loan and as to the securities to be given, with power to vary or modify such arrangements, terms and conditions and to give such additional securities for any monies borrowed or remaining due by the Association as the directors of the corporation may authorize and generally to manage, transact and settle the borrowing of money by the Association.

55.4 The directors may authorize any director or directors, officer or officers of the Association, whether connected with the Association or not, to sign, execute and give on behalf of the Association all documents, agreements and promises necessary or desirable for the purposes of borrowing money and to draw, make , accept, endorse, execute and issue cheques, promissory notes, bills of exchange, bills of lading and other negotiable or transferrable instruments and the same and all renewals or substitutions so signed shall be binding upon the Association.

NOTICE

56. Whenever, under the provisions of the by-laws, notice is required to be given, such notice may be given either personally or telecopied or by depositing the notice in a post office or public letter box, in a post-paid, sealed wrapper addressed to the director, officer or member at the address, as the address appears on the books of the Association. A notice or other document sent by post shall be held to be sent at the time when it was deposited in a post office or a public letter box. If the notice or document is telecopied, it shall be held to be sent when the same was telecopied. For the purpose of sending any notice, the address of any member, director or officer shall be the last address as recorded on the books of the Association.

BOOKS AND RECORDS

57. The directors shall see that all necessary books and records of the Association required by the by-laws of the Association or by any applicable statute or law are regularly and properly kept.

COMMITTEES AND ADVISORY BOARDS

58.1 The Board of Directors may appoint committees and advisory boards, whose members shall serve at the pleasure of the Board. Committees and advisory boards shall be of such size and constitution and shall have such power as the Board of Directors may determine. The Board of Directors shall fix any remuneration to be paid, if any.

58.2 One or more directors may be appointed to be members of such committee or advisory board and each such committee or advisory board shall elect a chairperson who does not need to be a director.

58.3 The President shall be an ex officio member of all committees and advisory boards.

FISCAL YEAR

59. The fiscal year of the Association shall terminate on the 31st day of March each year.

INTERPRETATION

60. In all of the by-laws of the Association where the context so requires or permits, the singular shall include the plural and the plural singular, the word "person" shall include firms and corporations, and the masculine gender shall include the feminine gender; and wherever reference is made to "the Corporations Act" or the "Act", it shall mean "the Canada Corporations Act" and every other act or statute incorporated therewith or amending the same, or any act or statute substituted therefor, and in the case of such substitution the reference in the by-laws to non-existing acts or statutes shall be read as referring to the substitute provisions in the new act or statutes.

AMENDMENT OF BY-LAWS

61. The by-laws of the Corporation not embodied in the Letters Patent may be repealed or amended by by-law enacted by a majority of the directors at a meeting of the Board of Directors and sanctioned by an affirmative vote of at least two-thirds (2/3) of the voting members at a 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.

ENACTED this day of , 1998 . President Vice-President Secretary Treasurer

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