CAMFT Bylaws

Bylaws of The Canadian Association for Marriage and Family Therapy/L’association candienne pour therapie conjugale et familiale

A set of by-laws relating generally to the conduct of the affairs of the Canadian Association for Marriage and Family Therapy/L’association candienne pour therapie conjugale et familiale (“the Corporation”)

 


 

INDEX

ARTICLE ONE – INTERPRETATION

ARTICLE TWO – NAME, LOCATION, EXECUTION OF INSTRUMENTS

ARTICLE THREE – PURPOSES

ARTICLE FOUR – MEMBERSHIP

ARTICLE FIVE – BOARD OF DIRECTORS

ARTICLE SIX – OFFICERS

ARTICLE SEVEN – COMMITTEES

ARTICLE EIGHT – AMENDMENTS


 

BE IT ENACTED as the by-laws of the Corporation as follows:

 

ARTICLE ONE – INTERPRETATION

1.1 Definitions

 

In the by-laws of the Corporation, unless the context otherwise requires:

 

AAMFT” means the American Association for Marriage and Family Therapy, a non-profit corporation incorporated in the United States of America;

 

Act” means the Canada Not-For-Profit Corporations Act S.C. 2009, c.23 including the Regulations made pursuant to the Act, and any statute or regulations that may be substituted, as amended from time to time;

 

articles” means the original or restated articles of incorporation or articles of amendment, amalgamation, continuance, reorganization, arrangement or revival of the Corporation;

 

board” means the board of directors of the Corporation;

 

by-law” means these by-laws and any other by-laws of the Corporation as amended and which are, from time to time, in force and effect;

 

Canadian Division” means a division of Canadian AAMFT members;

 

Corporation” means the body corporate incorporated under the Act;

 

meeting of members” includes an annual meeting of members or a special meeting of members; “special meeting of members” includes a meeting of any class or classes of members and a special meeting of all members entitled to vote at an annual meeting of members;

 

members” means the Canadian Divisions of AAMFT;

 

ordinary resolution” means a resolution passed by a majority of not less than 50% plus 1 of the votes cast on that resolution;

 

CAMFT Board” means the Board of Directors of the Corporation;

 

CAMFT Director” means any director of the Corporation;

 

CAMFT Officer” means any officer of the Corporation duly appointed pursuant to the Act and the By-Laws of the Corporation;

 

Regulations” means the regulations made under the Act, as amended, restated or in effect from time to time; and

 

special resolution” means a resolution passed by a majority of not less than two-thirds (2/3) of the votes cast on that resolution.

 

1.2 Interpretation

In the interpretation of these by-laws, words in the singular include the plural and vice-versa, words in one gender include all genders, and “person” includes an individual, body corporate, partnership, trust and unincorporated organization.

Other than as specified above, words and expressions defined in the Act have the same meanings when used in these by-laws.

 

 

 



ARTICLE TWO – NAME, LOCATION, EXECUTION OF INSTRUMENTS

 

2.1 Name

The name of the Corporation shall be The Canadian Association for Marriage and Family Therapy/L’association candienne pour therapie conjugale et familiale

 

2.2 Registered Office

Until changed by the CAMFT Board, the registered office of the Corporation shall be at the City of Ottawa, in the Province of Ontario.

 

2.3 Execution of Instruments

Deeds, transfers, assignments, contracts, obligations, certificates, and other instruments in writing requiring execution by the Corporation may be signed by any two CAMFT Directors, one of whom holds the office of President, President-Elect, Secretary, or Treasurer. In addition, the CAMFT Board may from time to time direct the manner in which and the person or persons by whom any particular document or type of document shall be executed. Any person authorized to sign any document may affix the corporate seal (if any) to the document. Any signing officer may certify a copy of any instrument, resolution, by-law or other document of the Corporation to be a true copy thereof.

 


 

ARTICLE THREE – PURPOSES

 

3.1 Purposes

The Corporation seeks the advancement of the profession and the practice of marriage and family therapy as a means of promoting marriage and family well-being. Toward that end, the purposes for which the Corporation is established are as follows:

  • to promote the common professional interests of marriage and family therapists in Canada;
  • to represent marriage and family therapy as a mental health profession to the public and before governmental bodies; and
  • to cooperate with other organizations and agencies in furtherance of the profession.

 

3.2 Powers of the corporation 

The Corporation shall have all the powers and be subject to all the restrictions which pertain by law to all corporations without share capital incorporated under the Act.

 

 



ARTICLE FOUR – MEMBERSHIP

4.1 Membership

The membership of the Corporation shall be composed of the Alberta, British Columbia, Manitoba, Ontario, Quebec, and Saskatchewan Divisions of the AAMFT, as well as any other entities that are recognized by the AAMFT as AAMFT Divisions in Canada. Membership shall not be transferrable within the meaning of the Act. Individual members of the AAMFT are not members of the Corporation.

 

4.2 Notice of Members Meeting

Notice of the time and place of a meeting of members shall be given to each member entitled to vote at the meeting by the following means:

  1. by mail, courier or personal delivery to each member entitled to vote at the meeting, during a period of 21 to 60 days before the day on which the meeting is to be held; or
  2. by telephonic, electronic or other communication facility to each member entitled to vote at the meeting, during a period of 21 to 35 days before the day on which the meeting is to be held.

 

4.3 Members Calling a Members Meeting

The board of directors shall call a special meeting of members in accordance with Section 167 of the Act, on written requisition of members carrying not less than 5% of the voting rights. If the directors do not call a meeting within twenty-one (21) days of receiving the requisition, any member who signed the requisition may call the meeting.

Pursuant to subsection 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendments to sections 4.01 – 4.03 of the by-laws if those amendments affect membership rights and/or conditions described in paragraphs 197(1)(e), (h), (l) or (m).

 

4.4 Registrants

All individuals in good standing as Clinical Fellows of the AAMFT, and who reside in Canada, shall be deemed to be registrants (“Registrants”) of the Corporation, and the CAMFT Board may cause to be maintained at the registered office of the Corporation or such place as the CAMFT Board may from time to time determine, a register containing the name of each Registrant, together with such other information as the CAMFT Board deems necessary or desirable.

 

 



ARTICLE FIVE – BOARD OF DIRECTORS

 

5.1 The CAMFT Board

The CAMFT Board shall consist of the CAMFT Directors and the CAMFT Officers of the Corporation.

 

5.2 Powers of CAMFT Board

The CAMFT Board shall manage the finances of the Corporation and shall engage in such other activities as are necessary and proper in order to carry out the stated purposes of the Corporation. The CAMFT Board shall exercise all powers of the Corporation, except as specifically prohibited by these by-laws. The Board shall be authorized to adopt and publish such policies, procedures, and rules as may be necessary and consistent with these by-laws.

 

5.3 Board Directors

The Board Directors shall be comprised of the Presidents of the Canadian Divisions.

 

5.4 Designates

A CAMFT Director may, with the approval of the Division’s Board, name a Clinical Fellow who is a member of the Division’s Board or a Past President of the Division to serve as that Director’s “Designate.” A CAMFT Director who names a “Designate” must so notify the Officers of the CAMFT Board, indicating when the designation takes effect and its intended duration. A “Designate” is considered to be a Member of the CAMFT Board during the term of their designation and acts for the Director in CAMFT Board business.

 

5.5 Meetings of CAMFT Board and Quorum

The CAMFT Board shall meet at least once each year, or at the written request of a majority of the CAMFT Directors directed to the Secretary. A quorum shall consist of no less than one-half of the membership of the CAMFT Board, elected or appointed, at any given time. Members of the CAMFT Board may take part and vote in person only, and each member of the CAMFT Board shall be entitled to one (1) vote. The Chair of the meeting does not have a casting (tie-breaking) vote. All meetings of the CAMFT Board shall be conducted according to Roberts Rules of Order, Revised.

 

5.6 Vacation of Office

A CAMFT Director ceases to hold office when the CAMFT Director dies, resigns, is removed from office by either the voting membership or other persons within the particular Canadian Division responsible for electing or appointing the CAMFT Director, ceases to be a president of a Canadian Division, or ceases to be a member in good standing of the AAMFT. A resignation of a director becomes effective at the time a written resignation is sent to the Corporation or at the time specified in the resignation, whichever is later.

 

5.7 Vacancy

If a CAMFT Director position becomes vacant, his or her position on the CAMFT Board shall be declared vacant until a successor is elected or appointed by either the voting membership or other persons within the particular Canadian Division responsible for electing or appointing the CAMFT Director.

 

5.8 Remuneration 

CAMFT Directors and CAMFT Officers shall not receive any remuneration for their services, but by resolution of the CAMFT Board, shall be entitled to receive reasonable expenses incurred by them in the performance of their duties.

 

 



ARTICLE SIX – OFFICERS

6.1 Appointment of Officers

The CAMFT Board appoints the Officers on an annual or more frequent basis, specifies their duties and, subject to the Act, delegates to such Officers the power to manage the affairs of the Corporation. A Director may be appointed to any office of the Corporation. A Designate may be appointed to the office of Secretary or Treasurer but not to the office of President or President-Elect. An Officer need not be a Director unless these by-laws otherwise provide. Two or more offices may be held by the same person. Candidates who are appointed by the CAMFT Board shall assume office on the first day of January following their election and shall hold office for the tenure of their office, or until their successors have been selected and qualified.

 

6.2 Officer positions

The Officers of the Corporation shall be a President, a President-Elect, a Secretary, and a Treasurer. The CAMFT Officers must be Clinical Fellows of the AAMFT.

 

6.3 President

The President shall serve a term of two (2) years, following a term of two (2) years as President-Elect. The President shall be the Chief Elected Officer of the Corporation and of the CAMFT Board, perform such duties as are customary for presiding officers and make all required appointments with the approval of the CAMFT Board.

 

6.4 President-Elect

The President-Elect shall serve a term of two (2) years and succeed to the office of President upon completion of that term. The President-Elect shall serve as Presiding Officer of the Corporation and of the CAMFT Board during the absence of the President.

 

6.5 Secretary

The Secretary shall serve a term of three (3) years. The Secretary shall be responsible for the records of all business meetings of the Corporation and all meetings of the CAMFT Board, and shall direct the distribution of minutes and reports as authorized by these By-Laws and by the CAMFT Board.

 

6.6 Treasurer

The Treasurer shall serve a term of three (3) years. The treasurer shall be the Chairperson of the Finance Committee, oversee the collection and distribution of funds for duly authorized purposes of the Corporation, prepare the annual budget and present periodic financial reports to the CAMFT Board.

 

6.7 Vacation of Office

A CAMFT Officer ceases to hold office when the CAMFT Officer resigns, is removed from office by ordinary resolution of the voting membership at a special meeting, or ceases to be a member in good standing of the AAMFT. A resignation of an officer becomes effective at the time a written resignation is sent to the Corporation or at the time specified in the resignation, whichever is later.

 

6.8 Vacancy

If any office becomes vacant, the CAMFT Directors of the CAMFT Board may appoint a successor to fill the office.

 

 



ARTICLE SEVEN – COMMITTEES

 

7.1 Committees

The standing committees of the Corporation shall include the Finance Committee and such other committees as shall be authorized by the CAMFT Board. The committees are responsible to the CAMFT Board and, upon approval of the CAMFT Board, may delegate a portion of their duties. All committees shall operate pursuant to procedures established by the CAMFT Board.

 

7.2 Finance Committee 

The Finance Committee shall assist the Treasurer in preparing and presenting the annual budget for approval by the CAMFT Board and be responsible for making recommendations to the CAMFT Board in all matters pertaining to the finances of the Corporation.

 

 



ARTICLE EIGHT – AMENDMENTS

 

8.1 Amendments to by-laws

These by-laws may be amended or repealed by a two-thirds vote of the CAMFT Board excepting any by-law that requires a special resolution of the members according to subsection 197(1) (fundamental change) of the Act.