Constitution and By-Laws
CONSTITUTION AND BY-LAWS
VANCOUVER MARITIME ARBITRATORS ASSOCIATION
PART 1 INTERPRETATION……………………………………………………………………………. 1
PART 2 MEMBERSHIP…………………………………………………………………………………… 1
PART 3 GENERAL MEETINGS………………………………………………………………………. 2
PART 4 PROCEEDINGS AT GENERAL MEETINGS………………………………………. 3
PART 5 DIRECTORS………………………………………………………………………………………. 6
PART 6 PROCEEDINGS OF DIRECTORS………………………………………………………. 9
PART 7 DUTIES OF OFFICERS…………………………………………………………………….. 11
PART 8 SEAL………………………………………………………………………………………………… 13
PART 9 BORROWING………………………………………………………………………………….. 13
PART 10 INDEMNITY AND PROTECTION OF DIRECTORS, OFFICERS
AND EMPLOYEES……………………………………………………………………………………….. 14
PART 11 NOTICES TO MEMBERS………………………………………………………………… 14
PART 12 BY-LAWS………………………………………………………………………………………. 15
1. The name of the Association is Vancouver Maritime Arbitrators Association.
2. The purposes of the Association are to support and encourage the conduct of maritime arbitrations inBritish Columbiaand to facilitate the conduct of such arbitrations by the members of the Association, in particular but without limitations, by:
(a) establishing and maintaining standards of education, qualification and professional conduct for maritime arbitrators inBritish Columbia;
(b) establishing procedural rules to govern the conduct of maritime arbitrations, mediations and other forms of dispute resolution;
(c) encouraging the maintenance of appropriate facilities and legislative framework for the conduct of maritime arbitrations, mediations and other forms of dispute resolution inBritish Columbia; and
(d) doing all such things as are incidental to or conductive to the attainment of such purposes.
VANCOUVER MARITIME ARBITRATORS ASSOCIATION
1.1 In these By-Laws, unless the context otherwise requires:
(a) “directors” means the directors of the Association for the time being;
(b) “Interpretation Act” means the Interpretation Act of theProvinceofBritish Columbiafrom time to time in force and all amendments to it and includes the regulations made pursuant thereto;
(c) “Society Act” means the Society Act of theProvinceofBritish Columbiafrom time to time in force and all amendments to it and includes the regulations made pursuant thereto;
(d) “registered address” of a member means his address as recorded in the register of members of the Association; and
(e) “General Meeting” includes both an extraordinary general meeting and an annual general meeting.
1.2 Words importing the singular include the plural and vice versa; and words importing a male person include a female person and a corporation.
1.3 The meanings of any words or phrases defined in the Society Act or the Interpretation Act, if not inconsistent with the subject or context, apply to these By-Laws. The rules of construction contained in the Interpretation Act apply, with the necessary changes and so far as applicable, to the interpretation of these By-Laws.
2.1 The members of the Association are the applicants for incorporation of the Association, and those persons who subsequently have become members in accordance with these By-Laws and, in either case, have not ceased to be members.
2.2 A person may apply to the directors for membership and on meeting such criteria of admission, requirements of education and examination, standards of professional conduct and payment of such fees, dues and subscriptions as are established or set by the directors pursuant to By-Law 5.9, shall be a member.
2.3 No person under the age of 19 years shall be admitted as a member of the Association.
2.4 Every member shall uphold the Constitution and comply with these By-Laws and the Rules established by the Directors pursuant to By-Law 5.7.
2.5 The amount of the annual membership dues, and their due date, shall be determined from time to time by the directors.
2.6 A person shall cease to be a member of the Association:
(a) on delivering his resignation in writing to the President of the Association or mailing or delivering it to the address of the Association; or
(b) on his death; or
(c) on having been a member not in good standing, as set out in By-Law 2.7(i) only, for six consecutive months; or
(d) on having been expelled by the directors pursuant to By-Law 5.9.
2.7 All members are in good standing except:
(a) a member who has failed to pay, when due and payable, his current annual membership fee or any other subscription or debt due and owing by him to the Association and he is not in good standing so long as the fee, subscription or debt remains unpaid after it has become due and payable; or
(b) a member who has been suspended by the directors pursuant to By-Law 5.9.
3.1 An annual general meeting of the Association shall be held not more than fifteen months after the date of incorporation and thereafter an annual general meeting shall be held at least once in every calendar year and not more than fifteen months after the holding of the last preceding annual general meeting.
3.2 General meetings and extraordinary general meetings of the Association shall be held at such time and place, in accordance with the Society Act, as may be determined by the directors. Notice of any such meeting must be given to all members of the Association not less than 14 days before the meeting is held.
3.3 The directors or the President may, whenever they or he may think fit, convene an extraordinary general meeting. An extraordinary general meeting, if requisitioned in accordance with the Society Act, shall be convened by the directors or, if not convened by the directors, may be convened by the requisitionists as provided in the Society Act.
3.4 (a) A notice convening an extraordinary general meeting specifying the place,
day and time of the meeting, and, in case of special business, the general nature of that business, shall be given as provided in the Society Act and in the manner hereinafter in these By-Laws mentioned, or in such other manner (if any) as may be prescribed by resolution, whether previous notice thereof has been given or not, to such persons as are entitled by law or under these By-Laws to receive such notice from the Association. Accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any member shall not invalidate the proceedings at that meeting.
(b) All the members of the Association entitled to receive notice of a general meeting of the Association may, by unanimous consent in writing given before, during or after the meeting, or if they are present at the meeting by a unanimous vote, waive or reduce the period of notice of such meeting and an entry in the minute book of such waiver or reduction shall be sufficient evidence of the due convening of the meeting.
(c) Except as may otherwise be provided by the Society Act, where any special business at a general meeting, includes considering, approving, ratifying, adopting or authorizing any document or the execution thereof or the giving of effect thereto, the notice convening the meeting shall, with respect to such document, be sufficient if it states that a copy of the document is or will be available for inspection by members at the address of the Association or at some other place in British Columbia designated in the notice during usual business hours up to the date of such general meeting.
3.5 Subject to any extensions of time permitted by the Society Act, the first annual general meeting of the Association shall be held not more than fifteen months after the date of incorporation and thereafter an annual general meeting shall be held at least one in every calendar year and not more than fifteen months after the holding of the last preceding annual general meeting.
PROCEEDINGS AT GENERAL MEETINGS
4.1 All business transacted at a general meeting is deemed special business except:
(a) the conduct of, and voting at, such meeting,
(b) the consideration of the financial statements and of the respective reports of the directors and auditor,
(c) the fixing or changing of the number of directors,
(d) the election of directors and officers,
(e) the appointment of the auditor,
(f) the fixing of the remuneration of the auditor,
(g) such other business as by these By-Laws or the Society Act may be transacted at a general meeting without prior notice thereof being given to the members, and
(h) any business which is brought under consideration by the report of the directors
4.2 (a) No business, other than the election of the chairman or the adjournment of the meeting, shall be transacted at any general meeting unless a quorum of members, entitled to attend and vote, is present at the commencement of the meeting, but the quorum need not be present throughout the meeting.
(b) Subject to the Society Act, a quorum shall be five per cent (5%) of the members entitled to attend and vote at the meeting but in no event shall a quorum be less than three members entitled to attend and vote at the meeting. The directors, the officers of the Association, and the solicitor of the Association shall be entitled to attend at any general meeting but no such person shall be counted in the quorum or be entitled to vote at any general meeting unless he shall be a member entitled to vote thereat.
4.3 If within thirty minutes from the time appointed for a general meeting a quorum is not present, the meeting, if convened upon the requisition of members, shall be dissolved. In any other case, it shall stand adjourned to the same day in the next week, at the same time and place, and if, at the adjourned meeting, a quorum is not present within thirty minutes from the time appointed for the meeting, the person or persons present and being a member or members entitled to attend and vote at the meeting shall be a quorum.
4.4 Subject to By-Law 4.5, the President of the Association, or in his absence, the Vice-President of the Association, shall be entitled to preside as chairman at every general meeting of the Association.
4.5 If either the President or Vice-President is not present within fifteen minutes after the time appointed for holding any general meeting, or is unwilling to act as chairman, the directors present shall elect one of their numbers to be chairman. If all the directors decline to take the chair, the members present shall elect one of their numbers to be chairman.
4.6 The chairman may, and shall, if so directed by the meeting, adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid, it shall not be necessary to give any notice of an adjourned meeting or of the business to be transacted at an adjourned meeting.
4.7 (a) No resolution proposed at a general meeting need be seconded and the chairman of a meeting may move or propose a resolution.
(b) In case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting at which the show of hands takes place or at which the poll is demanded shall have a second or casting vote.
4.8 (a) A member in good standing present at a general meeting of the Association is entitled to one vote thereat.
(b) At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands, unless (before or on the declaration of the result of the show of hands) a poll is directed by the chairman or demanded by at least one member entitled to vote who is present in persons. The chairman shall declare to the meeting the decision on every question in accordance with the result of the show of hands or the poll, and such decision shall be entered in the book of proceedings of the Association. A declaration by the chairman that a resolution has been carried, or carried unanimously, or by a particular majority and an entry to that effect in the book of the proceedings of the Association shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of, or against, that resolution.
(c) No poll may be demanded on the election of a chairman. A poll demanded on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken as soon as, in the opinion of the chairman, is reasonably convenient, but in no event later than seven days after the meeting and at such time and place and in such manner as the chairman of the meeting directs. The result of the poll shall be deemed to be the resolution of and passed at the meeting at which the poll was demanded. Any business other than that upon which the poll has been demanded may be proceeded with pending the taking of the poll. A demand for a poll may be withdrawn. In any dispute as to the admission or rejection of a vote the decision of the chairman made in good faith shall be final and conclusive.
(d) Voting by proxy shall not be permitted.
4.9 A member not in good standing shall not be entitled to receive notice of, or to attend or vote at, a general meeting of the Association.
4.10 Unless the Society Act, the Constitution or these By-Laws otherwise provide, any action to be taken by a resolution of the members may be taken by an ordinary resolution.
5.1 The directors shall manage, or supervise the management of, the affairs of the Association and may exercise all such powers and do all such acts and things as the Association may exercise and do and which are not by these By-Laws or by statute or otherwise lawfully directed or required to be exercised or done by the Association in general meeting, but subject, nevertheless, to the provisions of:
(a) all laws affecting the Association; and
(b) these By-Laws and the Constitution of the Association.
5.2 (a) The number of directors shall be twelve until otherwise determined from
time to time at a general meeting of the Association by resolution.
(b) A director shall be required to be a member in good standing of the Association as qualification for his office.
5.3 (a) The first Board of Directors, which shall hold office until the first annual general meeting of the Association is held, shall be comprised of those persons listed in the list of directors filed with the registrar at the time of incorporation of the Association.
(b) At the first annual general meeting of the Association and at every annual
general meeting thereafter the members shall elect the number of directors set out in, or determined pursuant to By-Law 5.2(a), as the case may be and such directors shall hold office until the next annual general meeting.
5.4 Where a director ceases to hold office for any reason, the remaining directors or director may appoint a qualified person to fill the vacancy so created until the date of the next annual general meeting. If the remaining director or directors fail to fill a vacancy as provided herein the members of the Association may take such action as is deemed necessary to keep the number of directors up to that number set out in, or determined pursuant to By-Law 5.2(a), as the case may be.
5.5 (a) The members may by resolution remove a director before the expiration of
his period of office, and may by resolution appoint another person in his stead to hold office for the remainder of his term.
(b) A director shall cease to hold office:
(ii) on ceasing to be a member in good standing of the Association; pursuant to By-Law 5.5(a);
(iii) on delivering his resignation in writing to the President of the Association or mailing or delivering it to the address of the Association
(iv) on becoming bankrupt, or making an assignment in bankruptcy or otherwise being declared insolvent;
(v) on being found to be mentally incompetent or becoming of unsound mind; or
(vi) in the event that he fails to attend three consecutive meetings of the directors unless cause satisfactory to the directors is presented to them.
5.6 No director shall be remunerated for being or acting as a director but a director shall be reimbursed for all expenses necessarily and reasonably incurred by him while engaged in the affairs of the Association.
5.7 The directors may make or amend or rescind Rules or provisions relating to:
(a) the admission of members, membership categories, including the establishment of criteria of character, education and experience required as conditions of admission;
(b) the education and examination of members and the granting of certificates of competence, including provisions respecting the successful completion of examinations as a condition of continued membership;
(c) standards of professional conduct;
(d) the payment of fees, dues and subscriptions;
(e) the suspension of expulsion of members for failure to comply with the Rules or for professional misconduct or incompetence;
(f) procedures to govern the conduct of arbitrations, mediations and other forms of dispute resolution; and
(g) all such things as are incidental to or conducive to the attainment of the purposes of the Association.
5.8 The directors shall provide Rules and amendments to Rules made by them and notice of all rescission of Rules if requested by a member and may post the Rules as amended from time to time on the Association’s web site.
5.9 The directors may, pursuant to the Rules or provisions established by them under By-Law 5.7, and subject to these By-Laws and the Constitution of the Association:
(a) admit members to the Association;
(b) establish or supervise the establishment of educational programs;
(c) provide for the examination of members and grant certificates of competence;
(d) establish and administer or supervise the administration of standards of professionals conduct;
(e) set fees, dues and subscriptions; and
(f) suspend or expel members.
5.10 The directors shall not suspend or expel any member without first providing him with:
(a) full particulars in writing of the complaint made against him;
(b) an opportunity to be heard, orally or in writing, in answer to the complaint; and
(c) written decision, stating the facts upon which the decision is based on the reasons for the decision.
PROCEEDINGS OF DIRECTORS
6.1 (a) The President of the Association, or in his absence, the Vice-President of
the Association, shall preside as chairman at every meeting of the directors, and if either the President or the Vice-President is not present within the time appointed for holding the meeting, or is unwilling to act as chairman, or if the President and the Vice-President have advised the Secretary that they will not be present at the meeting, the directors present shall elect one of their number to be chairman of the meeting.
(b) Subject to these By-Laws, the directors may meet together for the dispatch of business at such times and places, adjourn and otherwise regulate their meetings, as they think fit. Questions arising at any meeting shall be decided by a majority of votes. In case of an equality of votes the chairman shall have a second or casting vote.
(c) A director or a member of a committee may participate in a meeting of the directors or of the committee, as the case may be, by means of conference telephones or other communications facilities by means of which all persons participating in the meeting can hear each other. A person participating in a meeting in accordance with this By-Law shall be deemed to be present at the meeting and shall be counted in the quorum therefore and be entitled to speak and vote thereat.
(d) A director may, and the Secretary if requested by a director shall, call a meeting of the directors at any time. Reasonable notice of such meeting specifying the place, day and time of such meeting shall be given by mail, postage prepaid, addressed to each of the directors at his address as it appears on the books of the Association or by leaving it at his usual business or residential address or by telephone, telefax, e-mail or any method of transmitting legibly recorded messages. It shall not be necessary to give notice of a meeting of directors to any director if such meeting is to be held immediately following a general meeting at which such director was elected or is the meeting of directors at which such director is appointed. Accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any director shall not invalidate the proceedings at the meeting.
(e) There shall be a meeting of the directors immediately following each
annual general meeting of the Association and no notice of such meeting need be given to the directors.
6.2 The quorum necessary for the transaction of the business of the directors may be fixed by the directors from time to time and if not so fixed shall be three directors.
6.3 No resolution proposed at a meeting of directors or a committee need be seconded and the chairman of a meeting may move or propose a resolution.
6.4 The continuing directors may act notwithstanding any vacancy in their body, but, if and so long as their number is reduced below the number fixed pursuant to these By-Laws as the necessary quorum of directors, the continuing directors or director may act for the purpose of increasing the number of directors to that number, or of summoning a general meeting of the Association, but for no other purpose.
6.5 A resolution consented to in writing, whether by document, telefax, e-mail or any method of transmitting legibly recorded messages, by all the directors shall be as valid and effective as if it had been passed at a meeting of the directors duly called and held. Such resolution may be in two or more counterparts which together shall be deemed to constitute one resolution in writing. Such resolution shall be filed with the minutes of the proceedings of the directors and shall be effective on the date stated thereon or on the latest date stated on any counterpart.
6.6 (a) The directors may, subject to these By-Laws and the Society Act, delegate any, but not all, of their powers to committees consisting of such directors, together with such other persons (being members in good standing), as they think fit.
(b) A committee so formed, in the exercise of the powers so delegated, shall be subject to, and conform to, any rules and directions that may from time to time be imposed on it by the directors, and shall report every act or thing done in exercise of those powers to the earliest meeting of the directors held next after it has been done.
(c) The directors shall not delegate to any committee, whether composed of all directors or of directors and others, the power to set membership fees, dues or subscriptions, the power to appoint or remove officers of the Association, the power to fill vacancies in the board of directors, the power to fill vacancies in, or change the membership of, any committee, or any of the powers set out in By-Law 9 of these By-Laws.
(d) The directors shall have the power at any time to revoke or override any authority given to, or acts to be done by, any such committee, and to terminate the appointment or change the membership of a committee and to fill vacancies in it.
6.7 Subject to these By-Laws, committees may make rules for the conduct of their business as they may deem necessary. A majority of the members of a committee shall constitute a quorum thereof unless otherwise determined by such committee or by the directors.
6.8 Any committee may meet and adjourn as it thinks proper. Questions arising at any meeting shall be determined by a majority of votes of the members of the committee present, and in case of an equality of votes the chairman shall not have a second or casting vote. A resolution consented to in writing, whether by document, telefax, e-mail or any method of transmitting legibly recorded messages, by all the members of a committee shall be as valid and effective as if it had been passed at a meeting of such committee duly called and held. Such resolution may be in two or more counterparts which together shall be deemed to constitute one resolution in writing. Such resolution shall be filed with the minutes of the proceedings of the committee and shall be effective on the date stated thereon or on the latest date stated in ant counterpart.
DUTIES OF OFFICERS
7.1 (a) The directors shall appoint from time to time, and in any event, at the first meeting of the directors, to be held immediately following the annual general meeting of the Association in each year, a President, a Vice-President, a Secretary and Treasurer and, from time to time, such other officers, if any, as the directors shall determine, each of whom shall, subject to these By-Laws, hold office until the next annual general meeting of the Association (but shall be eligible to be re-appointed).
(b) Any officer may be removed by the directors at any time and the directors may appoint another person in his place, subject to the provisions of By-Law 7.1 (c).
(c) All officers of the Association shall he members in good standing of the Association, and, the President, Vice-President, Secretary and Treasurer shall be directors of the Association as well. Any officer shall cease to hold office on ceasing to be a member in good standing of the Association. The President, Vice-President, Secretary and Treasurer shall cease to hold office on ceasing to be a director.
(d) Any officer shall cease to hold office on delivering his resignation in writing to the President of the Association by mailing or delivering it to the address of the Association.
(e) No officer shall be remunerated for being or acting as an officer, but an officer shall be reimbursed for all expenses necessarily and reasonably incurred by him while engaged in the affairs of the Association.
(f) The directors may decide what function and duties each officer shall perform and may entrust to and confer upon him any of the powers exercisable by them on such terms and conditions and with such restrictions as they think fit and may from time to time revoke, withdraw, alter or vary all or any of such functions, duties and powers (in addition to those set out in By-Laws 7.2 to 7.4 inclusive of these By-Laws, where applicable). In the performance of their respective duties, functions and powers set out in the said By-Laws 7.2 to 7.4 inclusive the officers therein referred to shall comply with the terms, conditions and restrictions imposed by the directors from time to time.
7.2 (a) The President shall preside at all meetings of the Association and of the directors.
(b) The President is the chief executive officer of the Association and shall supervise the other officers in the execution of their duties.
7.3 The Vice-President shall, in the absence of the President, possess all of the powers and perform all of the duties of the President.
7.4 The Secretaryor authorized representative shall:
(a) issue notices of meetings of the Association and directors;
(b) keep minutes of all meetings of the Association and directors;
(c) have custody of all records and documents of the Association except those required to be kept by the Treasurer;
(d) have custody of the common seal of the association;
(e) maintain the register of members;
(f) conduct the correspondence of the Association;
(g) keep such financial records, including books of account, as are necessary to comply with the Society Act; and
(h) render financial statements to the directors, members and others when required.
7.5 Every officer of the Association who holds any office or possesses any property whereby, whether directly or indirectly, duties or interests might be created in conflict with his duties or interests as an officer of the Association shall, in writing, disclose to the President the fact and nature and the extent of the conflict.
8.1 The directors may provide a common seal for the Association and they shall have power from time to time to destroy it and substitute a new seal in place of the seal destroyed.
8.2 The common seal for the Association shall not be affixed to an instrument except in the presence of the following persons, namely:
(a) any two directors; or
(b) such person or persons as the directors may from time to time appoint; and
the said directors, officers or person in whose presence the seal is so affixed to an instrument shall sign such instrument. For the purpose of certifying under the seal true copies of any document or resolution the seal may be affixed in the presence of anyone of the foregoing persons.
9.1 Subject to the Society Act, the directors may from time to time on behalf of the Association:
(a) borrow money in such manner and amount, on such security, from such sources and on such terms and conditions as they think fit;
(b) issue bonds, debentures, and other debt obligations either outright or as security for any liability or obligation of the Association or any other person; and
(c) mortgage, charge, whether by way of specific or floating charge, or give other security on the undertaking, or on the whole or any part of the property and assets, of the Association (both present and future).
INDEMNITY AND PROTECTION OF DIRECTORS, OFFICERS AND EMPLOYEES
10.1 Subject to the provisions of the Society Act, the directors shall cause the Association to indemnify a director or former director of the Association and his heirs and personal representatives of any such person against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, actually and reasonably incurred by him or them including an amount paid to settle an action or satisfy a judgment in a civil, criminal or administrative action or proceeding to which he is or they are made a party by reason of his being or having been a director of the Association, including any action brought by the Association. Each director of the Association on being elected or appointed shall be deemed to have contracted with the Association on the terms of the foregoing indemnity.
10.2 Subject to the provisions of the Society Act, the directors may cause the Association to indemnify any officer, employee or agent of the Association and his heirs and personal representatives against all costs, charges and expenses whatsoever incurred by him or them and resulting from his actions as an officer, employee or agent of the Association. In addition the Association shall indemnify the Secretary, Treasurer and their respective heirs and legal representatives against all costs, charges and expenses whatsoever incurred by him or them and arising out of the functions assigned to the Secretary and Treasurer by the Society Act or these By-Laws and the Secretary and Treasurer shall on being appointed be deemed to have contracted with the Association on the terms of the foregoing indemnity.
10.3 The failure of a director or officer of the Association to comply with the provisions of the Society Act or of the Constitution or these By-Laws shall not invalidate any indemnity to which he is entitled under this Part.
NOTICES TO MEMBERS
11.1 All correspondence including notices, statements and reports may be delivered by the Association to any member either by delivery of it personally or by sending it by mail, telefax or e-mail to the member’s last known postal, telefax or email address. Such correspondence shall be deemed to have been properly delivered. on the day following the date of delivery, mailing, telefaxing, or e-mailing, Saturdays, Sundays and holidays excepted. A certificate signed by the Secretary, or any other officer of the Association, or of any corporation acting in that behalf for the association stating that the correspondence was so addressed and sent, shall be conclusive evidence thereof.
11.2 Notice of every general meeting shall be given in a manner hereinbefore authorized to every member in good standing shown on the register of members on the day notice is given. No other person except the auditor of the Association (if any), the solicitor of the Association (if any), and the officers of the Association shall be entitled to receive notices of any such meeting.
12.1 These By-Laws shall not be altered or added to except by a resolution at an annual general meeting.
Per Resolution filed the 29th day of July, 2008