Blog

NOTICE OF PROPOSED CAJ BYLAW CHANGES

*An earlier version of this statement cited the date of the Annual General Meeting (AGM) as May 30. In fact, the date of the AGM is May 31. We regret the error* 

The CAJ's board of directors would like to invite members to review two proposed changes to CAJ bylaws. The changes have been proposed to address the filling of board vacancies as well as to set a procedure for the removal of board members. The proposed changes will go to an official vote at the CAJ's annual general meeting of members on May 31, 2020. All Class A members are eligible to vote. 

Proposal to amend what is currently Section 40 of the bylaws, as laid out in the suggested edits below. 

  1. Filling of vacancies

In case of any vacancy occurring in the position of Chapter Director, the executive of the Chapter shall appoint any other active member of the Corporation who is a member of that Chapter as its Chapter Director for the purposes described herein and any Chapter Director so appointed shall hold office for the balance of the term of the Chapter Director that he/she replaces.

In case of any vacancy occurring in the position of Regional Director, the directors then in office, by the affirmative vote of a majority of such remaining directors as may be present at the meeting, shall have power at any time and from time to time to appoint any other active member of the Corporation residing in that region as a director and any director so appointed shall hold office until the election of his/her successor, unless his/her office shall again become vacant.

In case of any vacancy occurring in the position of National Director, the directors then in office, by the affirmative vote of a majority of such remaining directors as may be present at the meeting, shall have power at any time and from time to time to appoint any other active member of the Corporation as a director and any director so appointed shall hold office until the election of his/her successor, unless his/her office shall again become vacant.

Proposal to add a new section 40 in the bylaws titled: “Removal of board members”. 

That section would read as follows: 

“A vote of the board to remove a board member should only be used in the rarest of circumstances such as if a board member is not fulfilling the Minimum Board Duties Policy

This procedure must be followed to formally remove a board member for any reason:

  • A minimum of seven days notice in advance of the vote must be given. Notice may be sent to the board members’ email addresses on file.

  • The vote requires a two-thirds majority of the board members present at the meeting to pass 

  • If the board votes to remove a member that member must be provided with notice of the vote and given twenty (20) days to appeal the board’s decision by providing a written submission to the President or their designate

  • If no appeal is received within the twenty (20) days the President or their designate will inform the board member that they have been removed.

  • If a written submission requesting an appeal is received the board will hold a subsequent vote determining whether to uphold the earlier decision to remove the member. That vote requires a two-thirds majority of the members present to pass. 

  • If the board decides to remove the member at this point that decision shall be final and binding on the member, without any further right of appeal.”

Return to list

0 Comments