Name
This Conference is known as the Canadian Corporate Counsel Association (a Conference of the Canadian Bar Association) ["CCCA"].
Purpose
The purposes of the CCCA are:
- to provide a national forum for in-house counsel, namely lawyers engaged in active practice in corporations, business enterprises, associations or institutions, not-for-profit organizations, government or regulatory boards or agencies, Crown corporations or municipal corporations, to develop their professional skills and careers as in-house counsel;
- to promote a better understanding of and appreciation for the professional role and function of in-house counsel;
- to provide products and services that support its Regular Members in their role as in-house counsel and permit its Associate Members to participate and network with Regular Members;
- to sponsor and endorse seminars and other meetings, and to publish and promote communications, which advance the continuing professional development of its members; and
- to engage in lawful activities incidental to these purposes, except as restricted by these By-Laws and the By-Laws of the Canadian Bar Association ("CBA").
Membership and dues
A Regular Member of the CCCA is:
- an active member of the CBA who does not hold out himself or herself to the public for the practice of law; and
- employed by and providing legal services to any corporation, business enterprise, association or institution, not-for-profit organization, government or regulatory board or agency, Crown corporation or municipal corporation.
An Associate Member is an active or special member of the CBA not otherwise included in Article 3.1.
The Board of Directors may establish other classes of members of the CCCA, by a two-thirds vote of its members, and with the approval of the Council of the CBA.
Rights of Membership
- Only Regular Members are entitled to vote at meetings of members and for the election of the Board of Directors.
- No other class of member is entitled to vote.
- The Board of Directors may establish eligibility requirements, rights and privileges of each class of membership, not inconsistent with these By-Laws.
The Board of Directors may:
- specify procedures governing applications for membership and termination of membership for non-payment of dues or other good cause; and
- determine the qualifications and eligibility of each applicant for membership and approve or disapprove any applicant.
- Dues for membership in the CCCA are in the amounts set by the Board of Directors and approved by the Council of the CBA. Dues are payable upon enrolment and thereafter annually on the member's billing date, which will be the first day of the month in which the member joined the CBA.
Board of Directors
There shall be a Board of Directors of the CCCA composed of 23 members ("Directors") as follows:
- the President;
- the Vice-President;
- the Treasurer;
- the Executive Director of the CCCA /Secretary of the Board, who shall be a non-voting Director;
- a person appointed by the CBA Board of Directors (the "CBA Representative");
- a Regular Member who is also eligible for membership in the Young Lawyers Conference of the CBA (the "Young Lawyer Representative");
- sixteen Regional Directors, as follows:
- five from Ontario;
- two from British Columbia and Yukon;
- two from Alberta, (one each from North Alberta and South Alberta);
- two from Quebec;
- one from Nova Scotia;
- one from New Brunswick;
- one from Newfoundland and Labrador or Prince Edward Island;
- one from Saskatchewan, Northwest Territories or Nunavut; and
- one from Manitoba; and
- the Immediate Past President.
The Board of Directors directs and supervises the affairs of the CCCA and determines its policies. It may adopt rules for the conduct of its business as it sees fit.
Meetings of the Board
The Board of Directors meets at least four times a year, at least twice in person. The Board may have additional meetings as it deems appropriate, at times and places it determines.
Special meetings of the Board of Directors may be called by the President, by the Executive Director/Secretary, or by any other three Directors. Those calling a special meeting may fix the time and place of the meeting, and shall state the nature of the business to be transacted.
The Board may meet by telephone conference call.
Notice of Meetings
Notice of a regular meeting of the Board of Directors shall be given by the Executive Director/Secretary to each Director at least ten days in advance.
Notice of a special meeting shall be given by the Secretary to each Director at least five days in advance, stating the nature of the business to be transacted.
Notice may be given by regular mail, telephone, facsimile transmission, electronic mail or other effective mode of transmittal.
Voting
- One-third of the Directors constitute a quorum for the transaction of business. The Executive Director/Secretary is not counted to determine quorum.
- A Director may participate in a meeting of the Board by means of telephone or other communications facilities that permit all persons participating in the meeting to hear each other, and a Director participating by this means is deemed to be present at that meeting.
- Binding action is by a majority vote of the Directors present at a meeting.
- Directors may not vote by proxy.
- In case of a tie vote, the President casts the deciding vote.
Directors are expected to participate in meetings of the Board, and to attend the Spring Conference and Annual Meeting, unless prevented by unavoidable personal or professional constraints. Regional Directors represent the interests of their Chapter and should participate in Chapter activities to remain attuned with Chapter issues.
Directors, other than the Executive Director/Secretary, receive no compensation for their services as Directors, but the Board may, by resolution, authorize reimbursement of expenses incurred in the performance of their duties.
Officers
The Officers of the CCCA are the President, the Vice President, the Treasurer, and the Executive Director/Secretary.
Duties of Officers
Except as otherwise provided in these By-Laws, the Officers have the powers and duties usually associated with such offices and other duties designated by the Board of Directors.
The Officers are responsible for human resource issues with the CCCA staff, including performance review and compensation. The President, Vice-President and Treasurer do the Executive Director's performance reviews and make compensation recommendations for approval by the Board.
The President is the Chief Executive Officer of the CCCA and, subject to the direction of the Board of Directors, is Chair of the Board and has general charge of the affairs and property of the CCCA and supervision of its operations. The President is an ex officio member of all committees and may participate in the work of each committee as he or she sees fit.
The Vice-President or another Director appointed by the Board represents the CCCA on the CBA Board of Directors. The Vice-President chairs the Chapter Coordination Committee and ensures ongoing communication between Chapters and the Board of Directors. The Executive Committee may designate another Director to assist in fulfilling these responsibilities.
The Treasurer reviews the financial statements of the CCCA and expense accounts of the Executive Director/ Secretary, reports at each meeting of the Board on the financial condition of the CCCA, and submits an annual budget to the Board for approval. The Treasurer or another Director appointed by the Board represents the CCCA on the CBA Finance Committee for a two-year term.
Executive Committee
There shall be an Executive Committee, composed of the President, the Vice-President, the Treasurer, the Executive Director/Secretary, and no more than two other Directors appointed by the Board.
The Executive Committee has all the powers of the Board in the management of the CCCA between meetings of the Board, subject only to restrictions specified by resolution of the Board.
A majority of the members of the Executive Committee constitute a quorum for the transaction of business.
Nominations and elections
The Nominating and Awards Committee proposes to each Annual Meeting of the CCCA a slate of candidates for the positions of President, Vice-President, and Treasurer, and for any vacant positions for the Young Lawyer Representative or for Regional Director.
Eligibility
Each candidate must be a Regular Member, and must meet the mandatory qualifications for a Director approved by the Board of Directors. Previous Chapter experience is an asset, not a requirement.
Candidates for the positions of President, Vice-President or Treasurer shall, where possible, have served at least one term as a Regional Director or the Young Lawyer Representative. Candidates for the positions of President and Vice-President shall, where possible, have served at least one term as an Officer.
Criteria
To ensure wide representation of the CCCA's membership, the Nominating and Awards Committee reviews the Board composition and vacant seats and, based on the following criteria, identifies areas not adequately represented. The Committee encourages Regular Members and Chapters to submit names of candidates to fill unrepresented areas. The criteria are:
Industry type
- Financial/banking services
- Technology/communications
- Services
- Manufacturing
- Transportation
- Government/municipalities/public bodies
- Energy
Law department size (number of lawyers)
- Large (more than 9)
- Medium (3-9)
- Small (1or 2)
Diversity
- Gender
- Language (French/English)
- Visible minority, race, colour, national or ethnic origin
- Other attributes such as age, disability, marital or family status, religion or sexual orientation.
The Nominating and Awards Committee shall solicit nominations from the Chapters and the Regular Members.
The candidates proposed by the Chapters at least 30 days prior to the Annual Meeting constitute the slate for the positions of Regional Directors.
Where insufficient candidates are proposed, the Nominating and Awards Committee completes the proposed list for the slate.
Directors are elected by majority vote of the Regular Members present at the Annual Meeting.
If a position for Regional Director cannot be filled by this procedure, the Nominating and Awards Committee selects a representative from the same group, preferably on a rotational basis. The groups are:
- Group 1: Ontario, Québec
- Group 2: Manitoba, Saskatchewan, Northwest Territories, Nunavut
- Group 3: Alberta, British Columbia, Yukon
- Group 4: Newfoundland and Labrador, Nova Scotia, New Brunswick, Prince Edward Island.
The Nominating and Awards Committee has the discretion to make any decisions to resolve problematic situations that arise in the nomination and election process.
Term of office
The Young Lawyer Representative and Regional Directors are elected for a term of two years. They may be re-elected for one additional term of two years. In exceptional circumstances determined by the Nominating and Awards Committee, they may then be nominated for up to two additional terms of one year. After a four-year absence from the Board, a Regular Member may be nominated for another term.
The President, Vice-President and Treasurer are elected for a term of one year. No Officer may serve more than two consecutive terms in the same office.
The term of office commences at the end of the Annual Meeting at which the Director is elected.
Resignations, removals, and vacancies
A Director or Officer may resign by giving written notice to the President, the Executive Director/Secretary or the Board of Directors. The resignation takes effect at the time specified in the notice or, if no time is specified, at the time of its acceptance by the President or the Board.
A Director who ceases to be a Regular Member during the term of office may continue to act as a Director until the next Annual Meeting or the end of his or her term, by resolution of the Board of Directors.
A Director other than the CBA Representative or Immediate Past President may be removed from office by majority vote of the Regular Members present at a meeting called for this purpose.
An Officer may be removed from office by a two-thirds vote of all members of the Board of Directors.
CCCA meetings
Annual Meetings
The CCCA shall hold an Annual Meeting of its members. The Executive Director/Secretary gives notice to the members of the Annual Meeting, including the date, time, place and tentative agenda, in appropriate CBA and CCCA publications.
Special Meetings
The CCCA shall hold a special meeting of its members or a class of its members at the call of the President or on the written request to the President of 10% of the Regular Members. A special meeting requested by the Regular Members shall be held not more than 60 days after receipt of the request. Notice of a special meeting shall be given by the Executive Director/Secretary at least 30 days prior to the meeting and shall contain the date, time and place of the meeting and the nature of the business to be transacted.
Voting
- The Regular Members present at the beginning of a meeting constitute a quorum for the transaction of business.
- Binding action is by a majority vote of the Regular Members present at a meeting.
- Members may not vote by proxy.
Committees
Board Committees
- The Board of Directors, by resolution, may establish and terminate committees of the Board of Directors, each with two or more Directors. Each Board committee has the authority of the Board in the management of the CCCA to the extent specified in the resolution. The Executive Director/Secretary is an ex officio member of all committees.
- A quorum for any Board committee shall be a majority of its members.
Other Committees
The President or the Board of Directors may establish and terminate committees which do not have authority of the Board in the management of the CCCA. The Board may retain the sole authority to establish or terminate a particular committee. Any member may be named as a member of these committees. The Chair shall be a Director. Members of these committees shall be appointed for a term of two years.
Nominating and Awards Committee
The Nominating and Awards Committee is composed of the Immediate Past President (as Chair), the President and three Chapter Presidents selected by the Chair on a rotational basis.
A majority of members of the Committee constitutes a quorum for the transaction of business.
In case of a tie vote, the Chair casts the deciding vote.
The Nominating and Awards Committee evaluates candidates and recommends to the Executive Committee recipients for the RVA Jones Annual Award and any other award that the CCCA may institute.
Chapter Coordination Committee
The Chapter Coordination Committee is composed of the Vice-President (as Chair) and the Chapter Presidents.
A majority of members of the Committee constitutes a quorum for the transaction of business.
Chapters and regions
The Board of Directors may designate Chapters of the CCCA. Chapters are composed of members with a business office in a designated geographic area. Members wishing to form a Chapter shall notify the President in writing.
The geographic areas in which Chapters may be formed are:
- Ontario;
- British Columbia and Yukon;
- Alberta;
- Quebec;
- Atlantic Canada (New Brunswick, Nova Scotia, Newfoundland and Labrador and Prince Edward Island);
- Prairies (Saskatchewan, Manitoba, Northwest Territories and Nunavut).
More than one Chapter may be designated in each geographic area.
The Board of Directors may prescribe rules for the organization, governance, procedures and financial commitments for Chapters.
Subject to the rules of the Board, each Chapter may conduct its affairs as it deems most suited to advance the purposes of the CCCA.
The Board of Directors may rescind or redesignate Chapter designations when it deems it advisable in the best interests of the CCCA.
Contracts, cheques, deposits and funds
Contracts
Subject to the CBA/CCCA Protocol dated April 21, 1997, the Board of Directors may authorize one or more Officers or agents to enter into any contract or execute and deliver any instrument in the name of and on behalf of the CCCA, and such authority may be general or confined to specific instances.
Cheques, Drafts, Etc.
All cheques, drafts and other orders for the payment of money, notes, or other evidence of indebtedness issued in the name of the CCCA shall be signed by the Officers or agents of the CCCA and in such manner as is determined by resolution of the Board of Directors.
Deposits
All funds of the CCCA not otherwise employed shall be deposited to the credit of the CCCA in such banks, trust companies or other depositories as the Board of Directors may select, or as may be designated by any Officer or agent of the Board.
Mail voting
Voting on any matter, including the election of Directors, may be conducted by regular mail, facsimile transmission or electronic mail.
Amendments
These By-Laws may be amended at any meeting of the Board of Directors by a majority vote of the Directors present and voting, or at an Annual Meeting of the CCCA by a majority vote of the Regular Members present and voting. Such amendments become effective upon adoption by way of resolution of the Council of the CBA.