Part C – National Section Governance

1. Limitation

Every National Section shall operate in compliance with Parts A and C of the Sections Regulation, the Section terms of reference, and all bylaws, regulations, policies and procedures adopted by the Association.

2. National Section Executive Committee

  1. A Section Executive Committee, responsible to the Board of the CBA and the Section members, administers the National Section.
  2. The Section Executive Committee is composed of:
    1. the Section Officers;
    2. the Chairs of each Branch Section. Where there is more than one Section Chair in a Branch, only one will be a voting member of the Section Executive Committee. The voting member will be determined by the Branch. The other chairs in that Branch will be non-voting members;
    3. up to ten voting or non-voting members-at-large as the Section Executive Committee may decide are needed to assist with the administration of the Section;
    4. where the Section Executive Committee decides, honorary members-at-large, who are past chairs of the Section, other than the Immediate Past Chair, who are Section members in good standing and who choose to participate as non-voting members of the Executive Committee.
    1. The Section Executive Committee may designate one or more member-at-large positions to be held by a Section member who is eligible to be a member of the Young Lawyers Section. The Section Executive Committee may limit eligibility for young lawyer members-at-large to members who ar at the Bar for a specified number of years less than 10.

    2. The Section Executive Committee may designate one or more member-at-large positions to be held by a Section member who is a Student member of the Association. Student members-at-large have the same voting rights as the other members-at-large on the Section Executive Committee.

    3. Paragraph 2(3)(a) does not apply to the Young Lawyers Section and paragraph 2(3)(b) does not apply to the Law Students Section.

  3. Only Section members are eligible to serve on the Section Executive Committee. (Board, 8 Mar 2018; Branches, 30 Apr 2018)

3. Officers

  1. The Officers of the Section are the Chair, Vice Chair, Secretary and Immediate Past Chair.
  2. The Section may create a fifth officer position, but can have only one Chair.
  3. A Section creating a fifth officer position will denote where that position falls in the sequence of succession.
  4. Each Officer shall have one vote.

4. Executive Committee Duties

  1. The Executive Committee manages the Section’s affairs between meetings, oversees core activities, and develops services and initiatives to meet the needs of its members.
  2. The Executive Committee approves activities for the year, acts on any matters submitted to a meeting, and has full power to perform all acts and duties of, for and on behalf of the Section.
  3. Executive Committee members participate in Section meetings, and attend Section orientation programs presented by the Association.

5. Officers’ Duties

  1. The Officers have general oversight of the affairs of the Section, subject to decisions of the Executive Committee. The Officers have the powers and duties of the Executive Committee in the management of the Section between meetings of the Executive Committee, subject to any restrictions determined by the Executive Committee.
  2. Without limiting the foregoing, the officers:
    1. plan, oversee and keep informed on the progress of all Section activities subject to the direction and approval of the Executive Committee;
    2. take minutes of all meetings of the officers, Executive Committee and Section;
    3. oversee the work of Section Committees;
    4. create Section committees and select the chairs and members of those Section committees;
    5. implement decisions of the Executive Committee;
    6. take such action necessary to promote policies prescribed by the Association; and
    7. report to the Board of Directors as required and before each Annual Meeting of the Association on the work of the Section for the year just ending.
  3. The Chair presides at meetings of the Section, the Executive Committee and the Officers.

6. Term of Office

  1. The term of office for each position on the Executive Committee is one year.
  2. Entry to an office of the Section is by election and, where possible, initially to the office of Secretary or first office in the sequence of succession. The Officers properly discharging the duties of that office sequentially occupy each of the offices through to Immediate Past Chair.
  3. Unless authorized by the Board, no person is eligible to serve on the Executive Committee:
    1. in any office for more than one consecutive year; or
    2. for more than five consecutive years as member-at-large.
  4. The term of office for Officers and Executive Members commences on September 1 and terminates on August 31 the following year.
  5. No person may be Chair of more than one Section at the same time.

7. Nominations and Elections

  1. The Chief Executive Officer will notify each Section member of the Section Executive Committee positions open for nomination in the coming year and the requirements and method for nomination.
  2. Only Section members in good standing are eligible to stand for nomination.
  3. The Executive Committee may establish a Nominating Committee consisting of a number of Executive Committee members to oversee the nominations and make reasonable efforts to ensure that there are sufficient candidates. 
  4. Nominations open no later than May 1.
  5. Nominations close no earlier than 30 days after nominations open. Nominations shall not be accepted following the close of nominations.
  6. All nominations received from Section members that meet the requirements in the call for nominations are included in the list of candidates for the relevant position.
  7. If more than one nomination for a vacant position is received, an election is conducted for that position.
  8. Where an election is required, it is conducted by ballot under the following rules:
    1. Ballots for officer positions will be distributed to voting members of the Executive Committee along with information about each candidate.
    2. Ballots for member-at-large positions will be distributed to officers and Branch representatives of the Executive Committee along with information about each candidate.
    3. Ballots may be sent and returned by mail, electronic means or hand.
    4. The date for return of ballots is at least 15 days from the date they are sent.
    5. Proxies are not permitted in any election.
    6. Only ballots received by the date specified in the ballot will be counted.
    7. The quorum is a majority of its Executive Committee members eligible to vote, excluding the Immediate Past Chair or other Officer determined by the Executive Committee to cast the deciding vote in the event of a tie.
    8. The candidate with the greatest number of votes for a position is elected for that position. In the case of a tie, the Immediate Past Chair (or other Officer determined by the Executive Committee before the election) casts the deciding vote.
    9. Elections will be completed by June 30.
    10. The Chief Executive Officer will notify Section Members of the outcome of the election by July 15.
  9. If a date referred to in this article falls on a weekend or statutory holiday, the date is the first following business day.

8. Representation

The Executive Committee will strive to ensure that the Officers and members-at-large represent the diversity of the legal profession, and the demographics and regional composition of the Section’s membership. A Section may establish additional criteria to meet its unique needs, subject to approval by the Board.

9. Office Vacancy

  1. If the position of the Chair becomes vacant for any reason, it will be filled by the Vice Chair. If the Vice Chair is unable to become the Chair, the remaining Executive Committee members may appoint a Section member to fill the vacant Chair position. If the other Executive Committee members are unable to become Chair, the Chief Executive Officer will notify each Section member of the vacancy and call for nominations.
  2. Where any other Officer or Member-at-Large position becomes vacant for any reason, the remaining Executive Committee members may determine by majority vote to fill that position or leave it vacant. If the Executive Committee decides to fill the vacancy, a candidate is elected by a majority vote of the remaining Executive Committee members.
  3. An Officer or Member-at-Large so elected serves until the end of that fiscal year. If the Officer or Member-atLarge is so elected on or before six months after the first day of the fiscal year, the period from the election to the end of the fiscal year counts as one year in determining the term of office under article 5.

10. Removal from Executive Committee

  1. An Executive Committee member whose membership in the Association or the Section lapses will cease to be a Section Executive Member, cannot attend any Section Executive meetings or Section activities, and is not eligible to run for in Section elections until their membership is reinstated.
  2. An Executive Committee member who misses three consecutive Executive Committee meetings or all the Executive Committee meetings in a six month period (whichever is shorter) ceases to be a Section Executive member. The remaining Executive Committee members may, by motion, excuse the absence and continue the Executive Committee member’s term. The Executive Committee will give prior notice of the motion to the Board.
  3. A Branch Section representative on the Executive Committee who is unable to attend an Executive Committee meeting may send an alternate and this shall not be considered an absence.
  4. The Board may remove any Executive Committee member pursuant to the procedures established under the Bylaws, Regulations and policies of the Association, and the CBA Principles of Conduct.

11. Section Membership Meetings

  1. The Section Executive Committee may convene a meeting of the Section to report on Section and Executive Committee activities, to provide an opportunity for Section member input and feedback, or to conduct any other Section business.
  2. Meetings may be held in person or by means of a telephonic, electronic or other communications facility that permits all persons participating in the meeting to communicate adequately with each other, if the Association makes that communications facility available.
  3. Notice of the time, place and general purpose of a meeting will be provided at least 30 days before the meeting by mail, email, web posting, or in a publication of the Section or Association that is sent to all Section members.

12. Membership Quorum

The members of the Section present and in good standing at the beginning of the meeting, which must include at least a majority of the voting members of the Section Executive Committee members, constitute quorum.

13. Executive Committee Meetings

  1. The Executive Committee meets at least four times a year, at the call of the Chair.
  2. The Executive Committee may meet in person, by means of a telephonic, electronic or other communications facility that permits all persons participating in the meeting to communicate adequately with each other, or a combination thereof, if the Association makes that communications facility available.
  3. Notice of the time, place and general purpose of an in person meeting will be sent by the Chair to each Executive Committee member at least 30 days before the meeting. Notice of the time and general purpose a meeting not held in person shall be sent by the Chair to each Executive Committee member at least three days before the meeting. If the meeting is to be in person, any Executive Committee Member may attend the meeting by other communications facility. The notice period can be waived on agreement of a majority of the Executive Committee members.
  4. The Executive Committee may invite Section members and Affiliates to attend Executive Committee meetings as guests from time to time. (Board; 8 Mar 2018)

14. Executive Committee Quorum

A majority of voting members of the Executive Committee constitutes a quorum for the conduct of business at any meeting. Business conducted at a meeting without quorum shall be presented to the next Executive Committee meeting for further discussion and for ratification.

15. Executive Committee Decisions

The Executive Committee will make efforts to achieve consensus in its decisions. If consensus cannot be achieved, decisions will be by majority vote of the Executive Committee members present at the meeting. In the case of a tie vote the presiding Executive Committee member shall cast the deciding vote.

16. Executive Committee Agenda

The agenda of an Executive Committee meeting consists of matters that the Chair determines and that any Executive Committee member requests the Chair to include. 

17. Officers' Meetings

The Officers may meet at the call of the Chair by means of a telephonic, electronic or other communications facility that permits all persons participating in the meeting to communicate adequately with each other, if the Association makes that communications facility available. The Chair will give notice of the time and general purpose of the meeting to each of the Officers at least three business days before the meeting. The notice period can be waived on agreement of all Officers.

18. Officers' Quorum

A majority of the Officers, including at least the Chair or Vice Chair, constitutes quorum for the conduct of business. 

19. Committees

  1. The Executive Committee may establish Committees with an ongoing or ad hoc mandate as deemed necessary and desirable to promote the purpose and goals of the Section or to assist the Executive Committee in the orderly management of the affairs of the Section.
  2. Committees of the Section:
    1. are comprised only of Section Members and Affiliates;
    2. are chaired or co-chaired by an Executive Committee Member;
    3. report to and are accountable to the Executive Committee;
    4. are subject to rules the Executive Committee sets for them;
    5. supply any information the Executive Committee requests of them, in the time the Executive requests.
  3. Committee members are appointed for a term of one year, which may be renewed.

20. Amendments

  1. The Executive Committee may propose an amendment or exemption to any of the rules in Part C applicable to its Section at a meeting of the Executive Committee by a majority vote of the Executive Committee present and voting. The proposed amendments become effective upon approval by the Board.
  2. The Executive Committee must propose the amendment or exemption in writing to the Board, setting out the reasons for the change. If the Board approves the proposed amendment or exemption with changes, the amendment or exemption as changed becomes effective once the Executive Committee agrees to the change.