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Chapter 1: Definitions |
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Definitions |
1. |
a) "Administrator": a fully fledged member elected and appointed to the Board of CAA-ACA. b) “Fully fledged member ": fully fledged member who has paid his admission fees for the current year. c) " Observing member " : designates a member as defined in Article 17 of these bylaws d) "Officer": a member in elected and appointed by the Board of Directors e) "Regulation”: any regulation of the Corporation in effect at the relevant time. f) " General Regulations" : these bylaws g) Corporation : THE CAA-ACA
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Chapter 2: General Provisions |
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Section I : |
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Subject |
Subject |
2. |
The
Canadian Alumni Association of Insurance & Investment Advisors |
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Section II : |
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Appellation |
Accepted name
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3. |
The
accepted name is: Canadian Alumni Association of Insurance & Investment
Advisors . |
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Acronym |
4. |
The acronym is: CAA-ACA. |
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Section III : |
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Identification |
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Logo |
5. |
The logo of the Canadian Alumni Association of Insurance & Investment Advisors is the one shown below:
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Keep |
6. |
The logo is kept at its registered office. |
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Section IV : |
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Territory |
Territory |
7. |
The association of independent advisors of the financial industry in Québec. Covers the entire territory of the province of Quebec. |
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Section V : |
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Mission |
Mission |
8. |
The mission of the Canadian Alumni Association of Insurance & Investment Advisors is to preserve the continuity of independent financial advice through the promotion and protection of interests common to its members and by grouping them under the banner of a strong voice that represents them. |
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Section VI : |
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Modification and revocation |
Modification |
10. |
The regulations of Canadian Alumni Association of Insurance & Investment Advisors may be amended or revoked by a majority of board members at a meeting duly called for that purpose and may only be in force as long as they have been approved by the vote or 50 percent plus one (50% + 1) of the members present at a general meeting or a special general meeting, see Article 35. |
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Section VII : |
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Procedures of deliberation |
Procedures |
11.
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Meetings of any instance of Canadian Alumni Association of Insurance & Investment Advisors are governed by the provisions of the last edition of Victor Morin entitled Procedures of deliberative assemblies.
In case of conflict between the provisions of this piece and the present General Regulations, the latter shall prevail. |
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Section VIII : |
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Ethics |
Duties |
12. |
Any person attending one of the instances of the Canadian Alumni Association of Insurance & Investment Advisors or delegated by it, must:: a) act diligently in the interests of CAA-ACA;; b) respect the principles of ethics and rules of conduct laid down in Articles 321 to 330 of the Civil Code of Quebec c) inform the Board of personal interests when deemed necessary in the interest of CAA-ACA; d) avoid placing themselves in a situation where personal interests may oppose or oppose directly those of the CAA-ACA; e) refrain from taking part in any discussion or deliberation in which personal interests may oppose or oppose directly those of the CAA-ACA; f) not make use of information or confidential documents to the detriment of the CAA-ACA in order to obtain directly or indirectly an advantage for himself or others; g) in the exercise of his functions, a member of the CAA-ACA must make decisions independently of any political considerations; h) a member of the CAA-ACA who has a direct or indirect interest in an organization, company or association which conflicts between his personal interest and his office duties shall, as soon as possible and under threat of sanction by the Board of Directors, declare that interest in writing to the chairman of CAA-ACA and must refrain from participating in any deliberation or decision over the organization, company or association in which he has such interest. In addition, he must withdraw from the meeting for the duration of the deliberations on this issue. |
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Declaration |
13. |
Any situation presenting a conflict of interests or appearance of conflict of interests of a member of the CAA-ACA must be brought to the attention of the Board. |
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Chapter 3: Structure |
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Section I : |
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Members |
Categories of members |
14. |
The CAA-ACA is composed of two (2) categories of members, fully fledged members and observing members. |
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Fully fledged members |
Fully fledged members |
15. |
A member may be any person who holds the right to practice under the Act concerning the distribution of financial products and services and whose primary responsibility is to provide advice to consumers and that completes the admission process as defined in Article 22 of these bylaws. Membership will be subject to final approval by the Board of Directors.
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Observing members. |
Observing members. |
17. |
An observer can be any person invited by the Board of Directors for a period of time inferior to 12 months. |
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Functions |
18. |
Observers have no voting rights. |
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Voting rights |
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Voting rights |
19. |
Each fully fledged member has one (1) vote. |
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Suspension and expulsion |
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Suspension and expulsion |
20. |
The Board of Directors may suspend, for the period it determines, or even expel any member who: a) does not comply with this regulation or other regulation CAA-ACA; b) brings prejudice to the CAA-ACA by his actions, words, writing or general conduct c) Neglects or refuses to submit to a decision of the Board or the General Assembly, having been duly given notice in writing to do so by the Board of Directors. |
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Termination |
Termination |
21. |
Any member of the CAA-ACA may terminate membership by written notice explaining his motives, to the President and forwarded to CAA-ACA headquarters. |
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Section II : |
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Membership |
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Membership Criteria
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22. |
Any person who wishes to become a member of the CAA-ACA must complete the membership form and send it to headquarters with the payment of annual fees. |
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Study of applications |
23. |
The application of a person can be refused if the board sees it fit. |
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Section III: |
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Annual membership fees |
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Membership Fees
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24. |
The Board of Directors will propose a resolution concerning membership fees annually to the annual assembly or at the special annual assembly. The payment of annual membership fees will be by direct debit monthly or annual payment. |
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Membership length |
25. |
The status of fully fledged is awarded for a period of 1 year from the date of payment of the first application for membership, in accordance with Article 22. |
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Section IV : |
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Annual General Meeting |
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Annual General Meeting |
26. |
The annual general meeting of members of the CAA-ACA takes place in May of each year or during the following months if constraints oblige. |
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Powers |
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Power Of the General Assembly |
27. |
The annual general meeting of members may: a) Elect 7 board members; b) Adopt the topic of any previous annual meeting;; c) Adopt financial statements; d) Receive the report of the external financial auditor of the previous year; e) Receive the annual report of the General Director and the President; f) Receive the assessment of the CAA-ACA activities from the previous year; g) Set directions and priorities to the CAA-ACA; h) Give a mandate to the Board of Directors; i) Adopt the resolution on the annual membership fee;
The whole of its powers are subject to the law and these bylaws. |
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Composition |
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Composition |
28. |
The Annual General Meeting of CAA-ACA consists of members, observing members and of potential members, but only fully fledged members have the right to vote.
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Meeting Notice |
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Meeting Notice |
31. |
A notice convening the annual general meeting is sent to each member at least thirty (30) days before the date set for the meeting.
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The notice of meeting shall specify the date, time and place of the Annual General Meeting. It must be delivered or sent by regular mail or electronically to each member at his last address appearing in the registers of members of the CAA-ACA.
An agenda and related documents should be sent to each member at least ten days (10) before the date set for the meeting. |
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Quorum |
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Quorum |
32. |
The quorum at any annual general meeting is that of members present. |
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Vote |
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Vote |
33. |
For each annual general meeting of members, each fully fledged member shall have one (1) vote. |
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The vote is taken by a show of hands unless a secret ballot is requested by one third (1 / 3) of the members present entitled to vote. |
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Voting by proxy
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34. |
Voting by proxy is not allowed. |
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Majority |
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Majority |
35. |
Unless the Act or these rules indicate otherwise, decisions are taken by simple majority: 50% of votes plus 1 vote. In the event of a tie, the chairman of a CAA-ACA is granted additional voting rights which may be exercised. |
Section V : |
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Special General Meeting |
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Special General Meeting |
36. |
Members of CAA-ACA may be called for a special general meeting following a resolution of the board or a petition signed by at least 50 members, or ten percent (10%) whichever is greater, addressed to the President, sent to headquarters, including the agenda of the meeting.
A special general meeting shall be only concerning the powers reserved to a general meeting and its agenda cannot be changed. |
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Composition |
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Composition |
37. |
The Special General Meeting of the CAA-ACA is composed of the members of the CAA-ACA. |
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Meeting Notice |
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Meeting Notice |
40. |
A notice convening the special general meeting is sent to each member at least twenty (20) days before the date set for the meeting. |
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The notice of meeting shall specify the date, time and place of the Annual General Meeting. It must be delivered or sent by regular mail or electronically to each member at his last address as appearing in the registers of the CAA-ACA.
An agenda and related documents should be sent to each member at least ten days (10) before the date set for the meeting |
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Quorum |
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Quorum |
41. |
The quorum at any special general meeting is that of members present. |
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Vote |
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Vote |
42. |
For each annual general meeting of members, each fully fledged member shall have one (1) vote. |
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The vote is taken by a show of hands unless a secret ballot is requested by one third (1 / 3) of the members present entitled to vote. |
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Vote by proxy |
43. |
Voting by proxy is not allowed. |
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Majority |
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Majority |
44. |
Unless the Act or these rules indicate otherwise, decisions are taken by simple majority: 50% of votes plus 1 vote. In the event of a tie, the chairman of a CAA-ACA is granted additional voting rights which may be exercised. |
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Section VI : |
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Board of Directors |
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Board of Directors |
45. |
a) The Board of Directors shall consist of 7 members elected by the Annual General Meeting, it will designate a member as a director, including one as chairman and one as vice-chairman and shall meet as required and a minimum of six (6) times per year. |
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Powers |
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Powers |
46. |
The Board has full powers to administer the CAA-ACA and its property and to authorize and plan its activities; it is subject to the rights of members and the present regulations. In particular the following powers: a) ensure the implementation of an Annual Action Plan; b) choose officers CAA-ACA; c) ensure the implementation and observance of any regulation CAA-ACA; d) govern the activities of working groups and committees e) prepare a review of activities conducted by the CAA-ACA; f) hire or fire the CEO of CAA-ACA; g) establish any working group found useful to achieving the mission and mandates of CAA-ACA; h) dispose of any contract or any other act likely to link CAA-ACA; i) Consider nominations of new members; j) administer the finances of CAA-ACA; k) provide corporate governance rules
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Duties |
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Duties |
47. |
The Board of CAA-ACA has the following duties: a) prepare a draft of the Action Plan and Budget estimates for the subsequent fiscal year of the CAA-ACA; b) present, at the Annual General Meeting of members, a report of activities conducted by the CAA-ACA during the fiscal year and audited financial statements; c) Evaluate the performance of the Executive Director in accordance with the policy of internal management.
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Composition |
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Composition |
48. |
The Board of Directors of CAA-ACA is composed of seven (7) members elected by the Annual General Meeting and up to three (3) of these members cannot be from the same network.. |
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Application for the post of directors and president |
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Nomination |
49. |
A member can apply by filling out the form in Annex II |
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Eligibility |
50. |
Eligibility for the post of directors |
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Only fully fledged members can apply to the posts of director and Chairman of the CAA-ACA. |
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Term of office of directors |
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Term of office |
51. |
The term of office of directors is one (1) year. The directors shall take office immediately following the Annual General Meeting. |
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Re-eligibility of administrators |
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Re-eligibility
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52. |
A retiring Director is eligible for re-election in charge as administrator. |
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Resignation of a Director |
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Resignation |
53. |
Any director may resign by written notice addressed to the President and delivered or mailed to the headquarters of CAA-ACA. The resignation takes effect from the date of mailing of such a letter or a later date specified by the administrator resigning. His position is considered vacant. |
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Removal of a director |
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Dismissal |
54. |
Any director may be removed from office before term, with or without cause, by the members entitled to vote in general meeting specially convened for that purpose, by a resolution passed by simple majority. The director targeted by the resolution must be informed of the venue, date and time of the meeting called for his dismissal in the same period as the one specified for the convening of the meeting. He may attend and speak at the meeting or in a written statement read by the chairman of the meeting, explain the reasons for their opposition to the resolution proposing his removal.
The Board of Directors may remove a director who fails to attend two (2) board meetings without lawful excuse in the opinion of the board. |
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Vacancy |
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Vacancy |
55. |
Any vacancy on the Board of Directors may be filled by the board through a simple resolution; the vacancy shall be filled, if possible, by the unelected candidate who obtained the most votes at the previous General meeting. The administrator appointed replacement shall remain in office for the remainder of the unexpired term of his predecessor. |
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Convocation |
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Convocation |
56. |
An officer of the Board or three (3) directors may call a meeting of the Board of CAA-ACA. A notice of meeting with the agenda of the meeting of the board of directors and related documents are sent to each director at least seven (7) days in advance.
The notice of meeting shall specify the date, time and venue. It must be delivered or sent by regular or electronic mail to each director at his last address appearing in the registers of the CAA-ACA. |
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Participation by telephone |
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Participation by telephone |
57. |
A director may attend a board meeting with media, including telephone, enabling him to communicate with other administrators attending the meeting. Cet administrateur est, en pareil cas, réputé assister à la réunion. This administrator is in such a case, deemed to attend the meeting. Any meeting of the Board of Directors may be held in the same way. |
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Quorum |
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Quorum |
58. |
The quorum at any Board meeting is of four (4). Any director participating in the meeting in the manner specified in Article 57 shall be deemed present at the meeting. |
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Vote |
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Vote |
59. |
Every director is entitled to one (1) vote and all matters submitted before the council must be decided by simple majority. The vote is taken by a show of hands unless the chairman or a director requests a secret ballot. If the vote is by secret ballot, the secretary of the board acts as scrutinizer and tabulates the votes. Voting by proxy is not allowed to board meetings. In case of equal votes, the status quo prevails. |
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Consensus |
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Consensus |
60. |
Notwithstanding anything to the contrary or more specific regarding the required majority, the participants in the meetings of the Board of CAA-ACA should seek consensus in preference to voting. |
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Section VII : |
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Officers |
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Composition |
61. |
The officers are the President, one (1) Vice President for the east, a (1) Vice President for the West, a Secretary - Treasurer and three (3) directors. They are appointed by the administrators of CA... |
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President |
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President |
62. |
a) The President sits on the board and ensures that the board behaves in accordance with the rules it has set. b) He deals with relationships with partners; c) He sees that the deliberations of the board are not only fair, open, complete and sound, but also effective, productive, positive, timely and orderly. d) He informs members of the board of all matters deemed relevant. e) He can sign the bank, corporate and all official documents of the corporation. f) He oversees the work of the General Director. |
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Vice-president |
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Vice-president |
63. |
a) The Vice President assists the President in his duties; b) He replaces the chairman when the latter is unable to act; c) He can sign the bank, corporate and all official documents of the corporation.
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General Director |
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Secretary |
64. |
a) The Executive Director also acts as secretary of the CAA-ACA; b) If there is no general manager hired, the board appoints a secretary - treasurer; c) He oversees the work of working groups; d) He has no right to vote; e) He can sign the official documents of the CAA-ACA after Board approval; f) He is authorized to accept and sign any contract or any other act likely to link the CAA-ACA in accordance with the Internal Management Policy of the CAA-ACA after approval by the Council; g) He is seeking new sources of funding to achieve the objectives of the CAA-ACA; h) He directs, supervises and evaluates employee performance; i) He creates, maintains and develops relationships with stakeholders that could influence the objectives of the CAA-ACA; j) He dispels any misunderstanding among the members of the CAA-ACA so that the spirit of cooperation which is the source of the creation of the CAA-ACA prevails; k) Ensures follow-up of decisions taken and resolutions adopted by the CAA-ACA and completes all duties attributed to him by the CAA-ACA. |
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Secretary-Treasurer |
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Treasurer |
65. |
a) He oversees the financial management of CAA-ACA; b) He controls the bookkeeping of CAA-ACA; c) He oversees the drafting of verbal proceedings and good management of the archives of CAA-ACA; d) He is to oversee the convening of all board meetings and assemblies; e) He can sign the official banking documents of the corporation; f) monitors compliance with the policy of internal management of CAA-ACA; g) He can sign the bank, contract, corporate and all official documents of the CAA-ACA; h) He is to report of the finances of the corporation at the Annual General Meeting.
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Section IX : |
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Work Groups |
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Work Groups |
66. |
The Board of Directors may, whenever it deems appropriate, establish working groups.
These groups will report directly to the board of directors who will choose the representatives, will determine the procedure to follow, their authority and their term of office. Any member of the CAA-ACA may be a member of any group established by the Board of Directors. |
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Section X : |
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Chapter 4: Financial Affairs |
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Section I : |
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Fiscal Year |
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Fiscal Year |
68. |
The fiscal year runs from the1st January to the 31st of December. |
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Section II : |
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Verification |
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Verification |
69. |
The auditor or accountant shall be appointed annually by the Board members. No director may be auditor or accountant. If the auditor or accountant shall vacate his office for any reason whatsoever, before the expiry of his term, the directors may fill the vacancy by appointing a replacement who will hold office until the expiry the term of his predecessor. |
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Section III : |
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Signatories of bank |
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Signatories |
70. |
The President, Vice-President and Secretary - Treasurer are authorized to sign the bank papers.
Two signatures are required. |
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Section IV : |
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Borrowing powers |
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Borrowing powers |
71. |
The Board of Directors of CAA-ACA can and must, if necessary, borrow and / or negotiate a line of credit to ensure its longevity and can give any guarantee permitted by law to secure payment of these loans and other obligations of the association.
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Section V : |
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Indemnification and Insurance |
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Compensation of Directors |
72. |
Members of the Board of Directors are compensated for expenses incurred for their participation in the CAA-ACA in accordance with the Refund Policy. |
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Insurance Administrator |
73. |
An administrator is protected by administrator insurance which is taken by the CAA-ACA each year.
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REFUND POLICY
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Under the responsibility of the Board of Directors |
Adopted on Amended |
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General Principles |
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01 |
All travel and travel expenses claimed by members of the board of directors, employees and consultants fees for carrying out the mandates CAA-ACA must be approved before being carried out. |
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Transport costs |
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Transportation costs are reimbursed, provided that proof of travel is be presented and justified. |
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No transportation charges are payable when the person employed makes a travel on a road up to 50 miles from his principal place of business. The parking fees are reimbursed on presentation of proof. |
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04 |
The allowance for the use of a personal automobile is the one recommended annually by Revenue Canada for each kilometer traveled. |
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Meals |
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Meals are reimbursed if they are justified (bills). |
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06 |
Allowances for meals during a travel are:: Breakfast 10,00 $ Dinner 14,00 $ Supper 26,00 $ |
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Accommodation costs |
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07 |
Accommodation costs shall be reimbursed provided that proof of travel is to be presented and justified. |
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08 |
Accommodation allowances are: For the metropolitan regions of Quebec and Montreal 110,00 $ Other areas 90,00 $ |
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09 |
If, in exceptional circumstances, costs of meals and accommodation are exceeding the above maximum, they can be redeemed if explanations are deemed valid by the Treasurer. |