By-Laws of the CTAA

BY-LAWS OF THE CANADIAN TECHNICAL ASPHALT ASSOCIATION

ARTICLE 1 / ARTICLE 2 / ARTICLE 3 / ARTICLE 4 / ARTICLE 5 / ARTICLE 6 / ARTICLE 7
ARTICLE 8 / ARTICLE 9 / ARTICLE 10 / ARTICLE 11

ARTICLE 1 - CORPORATE SEAL

1. The Corporate Seal, an impression whereof is stamped in the margin hereof, shall be the seal of the Canadian Technical Asphalt Association.

ARTICLE 2 - HEAD OFFICE

1. The Head Office of the Association shall be in the City of Victoria, Province of British Columbia.

ARTICLE 3 - MEMBERSHIP

1. There shall be four grades of Membership in this Association: Student Members, General Members, Sustaining Members and Honorary Members.
   
   
2. A Student Member shall be an individual who is a full time student at an institution of learning whose interests include aspects of asphalt technology. A Student Member shall be nominated by their university or college and becomes a Student Member upon approval of the Board of Directors of the Association.
   
   
3. A General Member shall be an individual who is experienced or interested in the characteristics and uses of asphalt materials. A General Member application shall provide an account of experience and interest in such form as may be required by the Board of Directors. An applicant becomes a General Member upon approval of the Board of Directors of the Association.
   
   
4. A Sustaining Member shall be an individual, firm, corporation, agency of Government, or other organization desiring to contribute greater support to the Association through the payment of higher dues. A Sustaining Member shall designate a non-voting representative. An applicant becomes a Sustaining Member upon approval of the Board of Directors of the Association.
   
   
5. An Honorary Member shall be an individual who has performed distinguished services in the fields of activity related to the purposes of this Association, or who has rendered meritorious service to the same. An Honorary Member may be nominated by any five Voting Members in good standing. The nomination must be made in writing addressed to the Secretary-Treasurer and personally signed by the nominators or accompanied by personally signed letters. A nominee becomes an Honorary Member upon approval of the Board of Directors of the Association.
   
   
6. Election to Membership shall be by majority vote of the Board of Directors.
   
   
7. A rejected applicant shall not be reconsidered for Membership until at least one year after the previous application.
   
   
8. All Members shall have all the rights and privileges as determined by these By-Laws and by the Board of Directors, properly constituted, except that a Student Member and Sustaining Member may neither vote nor hold office. General Members and Honorary Members are considered Voting Members.
   
   
9. Any Member may be required to resign by a vote of three-quarters of the Voting Members at an Annual Meeting.
   
   
10. Notice of resignation from Membership or of change of a representative of a Sustaining Member shall be presented in writing to the Secretary Treasurer, and thereby accepted.

ARTICLE 4 - BOARD OF DIRECTORS

1. The business of the Association shall be managed by a Board of Directors comprised of a President, a First Vice-President, a Second Vice-President, five Directors-at-large, one from each geographic region, the two latest living Past Presidents who continue to be Members of the Association, and such additional maximum of two Directors as the Board of Directors shall appoint to provide balanced occupational representation. No Director shall be less than eighteen years of age.
   
   
2. The three persons listed in Appendix "A" to these By-Laws shall be designated the First Directors of the Association, whose term of office shall terminate at the first next Annual Meeting of the Association Members.
   
   
3. At the first Annual Meeting of the Association Members, the Board of Directors then elected shall be the Board of Directors of the Association for the following year.
   
   
4. Successive Directors shall be elected for a term of one year by the Members at an Annual Meeting of Members. A year is here construed as the period between the terminations of two successive Annual Meetings.
   
   
5. Directors-at-large shall be eligible for re-election to the Board of Directors in that capacity for a maximum of three consecutive one-year terms. Upon retirement, a Director-at-large shall not be eligible for re-election as a Director of the Association for one calendar year.
   
   
6. The office of Director shall be automatically vacated:
   
   
   1. if a Director resigns the office by delivering a written resignation to the Secretary- Treasurer of the Association;
      
      
   2. if the Director is found to be or becomes of unsound mind;
      
      
   3. if, at a special general meeting of Members, a resolution is passed by three-quarters of the Voting Members present at the meeting that the Director be removed from office;
      
      
   4. on death;
   
   provided that if any vacancy shall hereby occur, the Board of Directors by majority vote may fill the vacancy from the Membership of the Association.
   
   
7. Directors shall not receive any stated remuneration for their services, but, upon resolution of the Board of Directors, expenses of their attendance may be allowed for their attendance at each regular or special meeting of the Board of Directors. Nothing herein contained shall be construed to preclude any Director from serving the Association as an Officer or in any other capacity and receiving compensation therefore. No Director shall directly or indirectly receive any profit from the position as such; provided that a Director may, upon resolution of the Board of Directors, be paid reasonable expenses incurred in the performance of such duties and provided further that any Director who is engaged in or is a member of a firm engaged in any business or profession may act in and again upon resolution of the Board of Directors, be paid the usual professional costs and charges for any professional service provided in the administration of the proper affairs of the Association.
   
   
8. A retiring Director shall remain in office until the dissolution or adjournment of the meeting at which the retirement is accepted and a successor is elected. A Director shall hold office until the next Annual Meeting of Members following the election or appointment.
   
   
9. The Board of Directors may appoint such agents and engage such employees as it shall deem necessary from time to time and such persons shall have such authority and shall perform such duties as shall be prescribed by the Board of Directors at the time of such appointment.
   
   
10. Any remuneration of officers, agents, employees or committee members shall be fixed by the Board of Directors by resolution. Such resolution shall have force only until the next meeting of Members when such resolution shall be confirmed by resolution of the Members. In the absence of such confirmation by Members, the remuneration to such officers, agents, employees, or committee members shall thereafter cease to be payable.

ARTICLE 5 - OFFICERS

1. The Officers of the Association shall consist of a President, First Vice President, Second Vice President and a Secretary-Treasurer.
   
   
2. The term of office for the Officers of the Association shall be one year. A year is here construed as the period between the terminations of two successive Annual Meetings.
   
   
3. Upon retirement of the President at the end of the term of office, that office shall be filled by the First Vice President and at that time the office of the First Vice President shall be filled by the Second Vice President. The office of the Second Vice President shall be filled by way of an election process as per Article 6 of the By-laws. The office of the Secretary-Treasurer shall be filled or affirmed by Resolution of the Board of Directors at their first meeting following election.
   
   
4. A vacancy in the office of President shall be filled by the First Vice President, if available, and otherwise by the Second Vice President.
   
   
5. In the event of disability of any officer of the Association, or neglect in the performance of the duties of Office, the Board of Directors shall declare the office vacant.
   
   
6. A vacancy in any office other than that of President shall be filled by appointment by the Board of Directors for the unexpired term.

ARTICLE 6 - ELECTION OF BOARD OF DIRECTORS

1. Immediately following the Annual Meeting, the Board of Directors shall appoint a Nominating Committee for the ensuing year and shall designate the Chair of the Committee. The Nominating Committee shall consist of at least three Voting Members of the Association.
   
   
2. At least five months prior to the next Annual Meeting, the Nominating Committee shall provide the Secretary-Treasurer of the Association with a list of at least two General Member candidates from each geographic region, who shall be nominated for the office of Director, and, in addition, at least one candidate who shall be nominated for the office of Second Vice President. In the selection of candidates for these Board positions, the Nominating Committee shall have due regard for diversity of vocational representation. Each candidate for the Board shall have consented in writing to nomination before the report of the Nominating Committee is provided to the Secretary Treasurer.
   
   
3. Not less than four months before the next Annual Meeting, the Secretary-Treasurer shall mail to the Membership of the Association the list of candidates proposed by the Nominating Committee. By petition to the Board of Directors, signed by at least ten Voting Members of the Association and presented within thirty days after such mailing, additional nominations to the Board of the Association may be made.
   
   
4. Not less than sixty days before the Annual Meeting, the Secretary-Treasurer shall then mail the final list of nominations to the Association Voting Members for letter ballot. Voting for Directors shall be done on the basis of geographic region. The President shall have the power to appoint scrutineers who shall count the ballots prior to the commencement of the Annual Meeting. The candidate for any position receiving the most votes shall be eligible for that position. Results of the balloting shall be reported to the President who shall, during the course of the Annual Meeting, declare the successful candidates elected.
   
   
5. The President shall not exercise the right to cast a ballot, except in the case of a tie vote, where the President shall cast the deciding ballot.

ARTICLE 7 - CONDUCT OF BUSINESS

1. The Board of Directors shall supervise the general affairs of the Association. It may by resolution appoint and remove the Chair of such Administrative, Technical, or Special Committees as it sees fit, and assign to them such duties and such authority as it deems needful to carry out the work of the Association. Additional Committee Members shall be appointed or removed by the President.
   
   
2. The President shall perform the usual duties of the Office and shall preside at the Annual Meeting, at meetings of the Board of Directors, and shall be ex-officio Member of all committees.
   
   
3. The Vice Presidents, in the order of seniority, shall discharge the duties of the President when absent. If the President and both Vice Presidents shall be absent a President Pro Tem, appointed by the Board, shall discharge such duties.
   
   
4. The Secretary-Treasurer shall perform such additional duties, furnish such bonds and receive such salary as shall be determined by the Board of Directors. The duties shall include:
   
   
   1. maintaining a complete record of all proceedings and correspondence of the Association and of its Board of Directors;
      
      
   2. mailing notices of meetings to Members of the Board of Directors, or to Membership of the Association, as required;
      
      
   3. keeping an up-to-date roll of the Membership of the Association;
      
      
   4. keeping all books of account and making payment of all accounts payable except those paid by the Local Arrangements Committee;
      
      
   5. performing all other duties normally assigned to the office of Secretary;
      
      
   6. performing all other duties normally assigned to the office of Treasurer.
   
   
5. The President, First Vice-President and Secretary-Treasurer shall be Signing Officers of the Association. The Secretary-Treasurer shall have the custody and use of the Seal of the Association.
   
   
6. The Books of the Association shall be closed on the thirtieth day of September of each year, and they shall be audited annually upon the direction of the Board of Directors. The Voting Members shall, at each Annual Meeting, appoint an Auditor to audit the accounts of the Association and to hold office until the next Annual Meeting, provided that the Directors may fill any casual vacancy in the office of the Auditor. The remuneration of the Auditor shall be fixed by the Board of Directors. The Auditor must be independent of the Association and its Members.
   
   
7. Local Arrangements Committees shall be appointed by written letter of the Board of Directors with the objective of making arrangements for the Annual Meeting of Members and the technical conference. The Local Arrangements Committee shall have:
   
   
   1. Chairpersons as appointed by the Board;
      
      
   2. Authority to operate an account at a bank designated by the Board during such time allowed by the Board;
      
      
   3. Authority to receive payments and to pay accounts directly associated with the local conference;
      
      
   4. Responsibility for reporting to the President of the Association;
      
      
   5. A budget, venue and conference agenda approved by the Board before being implemented;

ARTICLE 8 - MEETINGS AND VOTING RIGHTS

1. The Association shall hold an Annual Meeting, and such other meetings as may be authorized by the Board of Directors. Notice of the Annual Meeting shall be sent to all members at least thirty days previous to the date of each meeting. All Annual Meetings of the Association shall be held in Canada, unless a majority of Voting Members resolve otherwise.
   
   
2. Special Meetings of the Association may be called at any time by the President, or when absent, by the First or Second Vice President or by the Secretary Treasurer, upon the written request of a majority of the Board of Directors, or upon written request of not less than ten percent of the Voting Members of the Association.
   
   
3. Thirty days notice of any Special Meeting must be given to the Members of the Association. The notice must state the purpose of the Meeting, and no other business shall be officially transacted thereat.
   
   
4. The Board of Directors shall meet at least once each year, at a time and a place fixed by the Board. Reasonable notice shall be given to all Directors of all meetings of the Board of Directors, and may be waived upon attendance. Where all Directors consent, a Director or Directors may participate in a telephone conference call.
   
   
5. Ten Voting Members shall constitute a quorum for any meeting of the Association, and four Directors shall constitute a quorum for any meeting of the Board of Directors.
   
   
6. All Members except Student Members and Sustaining Members shall be considered Voting Memebers and have equal voting rights at all meetings of the Association. All Directors shall have equal voting rights at all meetings of the Board of Directors. All voting resolutions of either body shall be carried by a simple majority unless otherwise required by these By-laws or applicable provisions of The Canada Corporations Act, as amended.
   
   
7. All meetings of the Association and of the Board of Directors shall be conducted in accordance with Robert's Rules of Order, Subject only to these By-laws and the Constitution of the Association.

ARTICLE 9 - INDEMNITIES TO DIRECTORS AND OTHERS

1. Every Director or Officer of the Association or other person who has undertaken or is about to undertake any liability on behalf of the Association or any company controlled by it and their heirs, executors and administrators, and estate and effects, respectively, be indemnified and saved harmless out of the funds of the Association, from and against:
   
   
   1. all costs, charges and expenses which such Director, Officer or other person sustains or incurs in or about any action, suit or proceedings which is brought, commenced or prosecuted against that person, or in respect of any act, deed, matter or thing whatsoever, made, done or permitted by that person, in or about the execution of the duties of the office or in respect of any such liability;
      
      
   2. all other costs, charges and expenses sustained or incurred in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by willful neglect or default.

ARTICLE 10 - DUES

1. Annual dues shall be fixed at the discretion of the Board of Directors and shall be payable in advance in the month of January of each year.
   
   
2. Election of a candidate to Membership is contingent upon payment of dues for the current year within thirty days of notification of election by the Secretary-Treasurer.
   
   
3. By failure to pay dues, or such further assessments as may be approved by the Association, within three months after they are due, provided the Member shall have received notice thereof, a Member shall forfeit rights to Membership, and after a month's further notice, if such dues or obligations are still unpaid, at the discretion of the Board of Directors the person may be dropped from the Membership roll.
   
   
4. The Board of Directors is further empowered to take whatever action is deemed in the best interests of the Association concerning any special cases that may arise relating to dues.
   
   
5. A Student Member, General Member or a Sustaining Member shall be entitled to receive one copy of the Proceedings published during the period of Membership and additional or other publications as determined by the Board of Directors. An Honorary Member shall be entitled to receive a copy of the Proceedings upon request to the Secretary-Treasurer annually.

ARTICLE 11 - AMENDMENTS AND INTERPRETATION