BEING a Bylaw relating generally to the transaction of business and the affairs of The Aquaculture Association of Canada (hereinafter sometimes referred to as "The Association").

Section 1.01 Name. The name of the Association shall be THE AQUACULTURE ASSOCIATION OF CANADA - L'ASSOCIATION AQUACOLE DU CANADA, as described in the Letters Patent.

Section 1.02 Purpose. The purposes and activities of the Association shall be as described in the Letters Patent.

Section 2.01 Eligibility for Membership. Any individual or institution may become a member in good standing of the Association by having a genuine interest in the purposes of the Association, by paying the appropriate dues and by adhering to the rules and regulations laid down in the various sections and subsections of the Letters Patent, the Bylaws and the Policy, Rules and Regulations of the Association.

Section 2.02 Classes of Membership. There shall be six classes of membership in the Association: (a) Individual; (b) Student; (c) Corporate; (d) Sustaining, (e) Senior; and (f) Honourary.

(e) Senior membership shall be available to all persons sixty five years of age or older.

Section 2.03 Rights, Benefits, Privileges. All rights, benefits and privileges of membership in the Association shall extend equally to all classes of membership except as specifically excluded or abridged by subsections (a) through (f) hereof.

Section 2.04 Dues. Dues shall be paid annually by or for all members except those for which dues are specifically exempted by the Bylaws of the Association.

Section 2.05 Amount of Dues. The amount of dues to be paid by each class of membership shall be decided by the Board of Directors.

Section 2.06 Expulsion. Any member may be expelled from the Association by vote of a majority of the members in attendance at a special or general meeting called for that purpose and for which proper written notice has been given at least 30 days in advance of such meeting.

Section 2.07 Resignation. Any member may resign from the Association by giving written notice to that effect to the Board of Directors.

Section 3.01 Annual Meeting. The annual meeting of the membership will be held at the time and place set by the Board of Directors of the Association. The Secretary shall serve by mail a written notice thereof not less than 90 days previous to such meeting, to each member at his address as it appears on the records of the Association. Said notice shall contain a description of any proposed or contemplated amendments to the Letters Patent.

Section 3.02 Motions Requiring Expenditure of Funds. Motions that direct or require the expenditure of funds of the Association shall not be accepted from the floor at an annual business meeting of the general membership. Such expenditures shall only be authorized by the Board of Directors after evaluation by the Finance Committee.

Section 3.03 Eligibility to Vote. In all matters of business on which the membership is entitled to vote, Individual members, Student members, Senior members and the designated individuals of both Corporate and Sustaining members shall be eligible to cast one vote.

Section 3.04 Elections. Elections shall be held annually for the number of Directors specified in Section 6.02 of this Bylaw . At the Board meeting immediately preceding the annual general meeting the Board of Directors shall elect, from among the directors who will serve following the annual general meeting, a President-Elect, Vice President, Secretary and Treasurer.

Section 3.05 Voting. Voting for Directors on the Board shall be by mail. At least three (3) months prior to the next annual meeting a ballot containing a list of approved nominees plus provision for write-in candidates should be mailed to the membership. Election results will be announced by the Secretary at the regular annual business meeting.

Section 3.06 Quorum. A quorum for the transaction of business at any meeting of the members shall be ten (10) members.

Section 3.07 Other Business. Other business matters may be voted on by the general membership at the annual business meeting or by mail ballot to the membership from the Board of Directors.

Section 4.01 Officers of the Association. The officers of the Association shall be members eligible to hold office and shall be: (a) President; (b) President Elect; (c) Vice President; (d) Secretary; and (e) Treasurer.

Section 4.02 Elections. All officers shall be elected for a period of one (1) year, more or less. The President Elect shall, upon completion of his term, accede to the Presidency. Therefore elections in accordance with Section 3.04 shall be for President Elect, Vice President, Secretary and Treasurer. The President Elect will be installed as President at the close of the regular annual business meeting.

Section 4.03 Term. Individuals elected to the office of Vice President, Secretary or Treasurer may be re-elected to serve two (2) or more consecutive terms.

Section 4.04 Nominations. Nominations for office shall be made by an Election Committee as described in Section 7.01(a) of this Bylaw.

Section 4.05 Vacancies. In the event that any officer resigns or otherwise leaves a position vacant the Board of Directors shall, by majority vote, appoint a member of the Association to fill the remainder of Director's two-year term and shall elect a Director to fill the remainder of the Officer's term.

Section 4.06 Removal. Any officer of the Association may be removed by a vote of at least two-thirds (2/3) of the members of the Board of Directors present at a meeting for which written notice has specified the intent to consider such removal.

Section 5.01 President. The President shall be responsible for the conduct of business and the organization of the Association. He shall preside over all annual, special and Board meetings. He shall make such appointments as are authorized in the Bylaws, and shall exercise such other functions and responsibilities as may be determined from time to time by action of the members of the Association or the Board of Directors of which he is Chairman. The President is authorized to, from time to time, appoint ad hoc committees from the membership of the Association to perform various duties as in the discretion of the President may seem appropriate. The President shall also serve as ex officio member of all committees.

Section 5.02 President Elect. The President Elect shall, at the end of his term, accede to the Presidency. During his term as President Elect he shall perform the duties of the President in the absence of the President, he shall serve as Chairman of the Time and Place Committee, and he shall chair or appoint a chairman for the Arrangements Committee.

Section 5.03 Vice President. The Vice President shall act in the capacity of President Elect in his absence or, in the absence of both the President and the President Elect, shall perform the duties of the President until a new President Elect has been elected. The Vice President shall also serve as chairman of the Awards Committee.

Section 5.04 Secretary. The Secretary shall be responsible for recording the minutes of Association business meetings and meetings of the Board of Directors, for ensuring that membership and mailing lists are maintained for the Association, for ensuring that a current record of policy, operational actions, bylaws and resolutions is maintained, for notifying the Minister of Industry Canada of any modifications to Association bylaws, for ensuring that all corporation filing requirements are complied with, for ensuring that bylaw changes are communicated to the membership, for certifying documents issued by the Association, and for maintaining custody of the seal of the Association.

Section 5.05 Treasurer. The Treasurer shall be responsible for maintaining documented accounts of all receipts, shall arrange for the payment of bills and the receipt of funds, and shall report on the financial status of the Association upon request of the President or the Board of Directors of the Association. At the time of each annual meeting, or as requested by the President, the Treasurer shall provide the Board of Directors with a properly audited and detailed financial report. The Treasurer shall also serve as Chairman of the Finance Committee.

Section 6.01 Board of Directors. The Board of Directors shall consist of the President, the immediate Past President, eight (8) or more directors who are elected from the membership and delegates from affiliated organizations as defined in Article Eight.

Section 6.02 Term. Three (3) or more Directors shall be elected annually to the Board of Directors to serve two-year terms.

Section 6.03 Responsibility. The Board of Directors shall be responsible for the management of the business affairs of the Association. Any Director not a member in good standing of the Association pursuant to Section 2.01 automatically forfeits directorship.

Section 6.04 Quorum. Business may be conducted at any meeting of the Board of Directors at which the elected members present and eligible to vote constitute a quorum, which for these purposes is a majority of the elected membership of the Board of Directors.

Section 6.05 Compensation. No elected Officer, Director or appointed committee member may receive compensation for services rendered to the Association. Certain travel expenses may be defrayed when authorized by the President with the concurrence of the Treasurer, or when authorized by the bylaws of the Association. Clerical and other necessary operating expenses may be paid by the Association when so authorized by the President.

Section 6.06 Auditors. The Board of Directors shall be responsible for selecting an auditor to review the financial reports of the Association and to carry out any auditing functions required.

Section 6.07 Borrowing. The Directors may from time to time:

(a) Borrow money on credit of the Association;

(b) Limit or increase the amount to be borrowed;

(c) Issue debentures or other securities of the Association;

Section 6.08 Removal. Any elected Director of the Association may be removed from office by a vote of at least two-thirds (2/3) of the members of the Board of Directors present at a meeting for which written notice has specified the intent to consider such removal.

Section 6.09 Parliamentary Authority. The rules contained within The Modern Edition of Robert?s Rules of Order shall be employed to conduct business at meetings of the Board of Directors of the Association in all cases where they are not inconsistent with the Bylaw.

Section 6.10 Board Meetings. Business may be conducted via teleconference or videoconference at any meeting of the Board of Directors called for that purpose and at which a properly constituted quorum is present. Voting on resolutions may be conducted by fax provided two thirds (2/3) of the elected Directors vote on the motion and that there are no objections to this method of voting.

Section 6.11 Vacancies. In the event that any Director of the Association resigns or otherwise leaves a position vacant, the Board of Directors may by majority vote, appoint a member of the Association to fill the remainder of the Director?s two-year term.

Section 6.12 Rules and Regulations. The Board of Directors may prescribe such rules and regulations not inconsistent with these by-laws relating to the management and operation of the corporation as they deem expedient, provided such rules and regulations shall have force and effect only until the next annual meeting of the members of the corporation when they shall be confirmed, and failing such confirmation at such annual meeting of members, shall at and from this time cease to have any force and effect.

Section 7.01 Committees. All activities and recommendations of standing committees are subject to approval of the Board of Directors. Except as noted below, the President shall annually appoint Association members in good standing to the following standing committees.

Section 8.01 Purpose. It is the policy of the Association to encourage other aquaculture organizations in Canada to affiliate with the Aquaculture Association of Canada in order to promote communication within the aquaculture industry and related disciplines.

Section 8.02 Eligibility. Any Canadian aquaculture organization with 25 or more individual members and the general objective of enhancing the aquaculture industry in Canada may make application to the Board of Directors of the Association, who shall render a decision after considering the application in the context of the stated purposes and objectives of the Association.

Section 8.03 Delegates. Each organization affiliated with the Association shall be entitled to name one (1) delegate to the Board of Directors of the Association. It shall be the function of this delegate to represent the views of his organization and to convey information between his organization and the Association.

Section 8.04 Rights of Members of Affiliates. Members of affiliates shall pay AAC member rates for AAC meetings and any publication sold to Association members. Members of affiliates may present papers at annual meetings. Such other benefits as shall be provided from time to time by the Board of Directors.

Section 8.05 Membership List. Each affiliated organization shall annually submit to the Secretary of the Association an accurate and current list of members, complete with such supplementary information as the Board of Directors of the Association may require.

Section 8.06 Dues. For each of its individual, student, institutional and other types of member in good standing an affiliated organization shall annually remit to the Association such membership dues as are established by the Board of Directors under authority of Section 2.05 of this Bylaw. These funds shall be transferred to the Association by such date as may be set by the Board of Directors of the Association, but not later than the start of the annual business meeting of the Association.

Section 8.07 Constitution. An affiliated association is responsible for the adoption and amendment of its own constitution and Bylaws, the election of its own officers and directors, and the conduct of its own affairs.

Section 8.09 Termination of Affiliation. Affiliate status once granted to an organization shall remain in effect until such time as that organization terminates its affiliation by written notice to the Board of Directors, is dissolved, fails to meet its obligations to the Association under this Bylaw, or is rescinded by two-thirds (2/3) vote of the Board of Directors of the Association present at a meeting for which proper notice has been given and at which a quorum exists.

Section 9.01. Purpose. The Association shall enter into Association with the World Aquaculture Society for the purpose of communication with aquaculturists on a world-wide scale.

Section 9.02. Terms of Association. The terms and conditions of association are negotiated with the World Aquaculture Society and are the subject of a formal agreement.

ARTICLE TEN - AMENDMENTS

Section 10.01 Amendments

(a) Amendments to a Bylaw. The provisions of this Bylaw may be amended, altered or rescinded by a majority vote of those members of the Board of Directors present at a regular meeting for which proper notice has been given, or any special meeting called for that purpose. No amendment or repeal of any part of any Bylaw of the Association shall be enforced or acted upon until the approval of the Minister of Industry Canada has been obtained so long as such procedure remains a requirement of the Canada Corporations Act. The Secretary shall ensure that all such changes to a Bylaw are communicated to the membership at the earliest opportunity.

(b) Petition for Change in Bylaw. A petition for change in a bylaw can be submitted to the Board of Directors at any time by ten percent (10%) or more of the membership. The Board of Directors shall review the proposed changes and offer them, with recommendation, to the membership for majority vote in accordance with Section 3.07. Any changes in a bylaw so approved shall be passed by the Board of Directors and submitted for the approval of the Minister of Industry Canada, if so required.

Section 11.01 Signatures. Contracts, documents or any instruments in writing requiring the signature of the Association other than cheques and negotiable instruments shall be signed by any two of the President, the President Elect, the Vice President, the Secretary and the Treasurer. Cheques and negotiable instruments shall be signed as provided by the Policies, Rules, and Regulations. All contracts, documents, cheques and instruments in writing so signed shall be binding upon the Association without any further authorization or formality. The Directors may, from time to time by resolution, appoint such further or other officers on behalf of the Association to sign contracts, documents and instruments in writing generally, or to sign specific contracts, documents and instruments in writing. The seal of the Association when required may be affixed to contracts, documents and instruments in writing signed as aforesaid.

Section 12.01 Indemnification. Each Director and Officer of the Association and his executors, administrators and assigns, shall from time to time and at all times, be indemnified and saved harmless out of the funds of the Association from and against all cost, charges and expenses whatsoever which such Director or Officer sustains or incurs in or about any action, suit or proceeding which is brought, commenced or prosecuted against him for or in respect of any act, deed, matter or thing whatsoever made, done or permitted by him in or about the execution of the duties of his office, and also from and against all other cost, charges and expenses which he sustains or incurs in or about or in relation to the affairs thereof except such costs, charges or expenses as are occasioned by his own wilful neglect or default.

Return to top

ARTICLE THIRTEEN - MISCELLANEOUS

Section 13.01 Gender. In all cases in the Letters Patent and Bylaw the use of one gender is a matter of convenience and shall be interpreted and understood as applying equally to both sexes.

Section 13.02 Endorsements. No member, committee chairman, Director or Officer of this Association shall use the seal, logo or name of this Association to endorse, condemn or express an evaluation of any product or service of any firm or individual.

Section 13.03 Seal. The seal of the Association shall be in such form as shall be prescribed by the Board of Directors.