Name
This Section of the National Sections Council of the Canadian Bar Association (the Association) shall be known as "The National Bankruptcy and Insolvency Section" (the Section).
Purpose
The purpose of the Section is:
- to respond to the needs of Association members, facilitating wide participation and involvement by Section members;
- to promote equality in the legal profession and the Section;
- to ensure that Section members are kept up-to-date on current developments in the law and Section activities;
- to regularly submit recommendations for effective action that might be undertaken with regard to legal issues and legislation;
- to enhance communication and cooperation with, inter alia, the National Office, other Sections and Branch Sections, to stimulate and strengthen Section activity;
- to interact with governments and other agencies and organizations as appropriate;
- to work towards the financial self-sufficiency of the Section; and
- to respond to proposed legislation in a timely and effective manner.
Terms of Reference
The purpose of the Section is to examine the law practice related to bankruptcy, receivership and insolvency.
Limitation
This By-Law has been adopted subject to the Constitution and By-Laws of the Association.
Membership
Membership in the Section shall consist of:
- any member in good standing of the Association who has enrolled as a member of a corresponding Branch Section and paid any annual Branch Section dues; and
- where there is no corresponding Branch Section, any member in good standing of the Association who has enrolled as a member of the National Section.
Executive Committee
The Section shall be administered by an Executive Committee composed of:
- Officers of the Section;
- the Chairs of any corresponding Branch Sections; and
- not more than six non-voting Members-at-Large, appointed by the Officers and Branch Section Chairs to assist with the administration of the Section.
Officers
The Officers of the Section are the Chair, Vice-Chair, Treasurer, Secretary and Immediate Past Chair. At the discretion of the Executive Committee, the Offices of Secretary and Treasurer may be combined into one office (Secretary-Treasurer). Each Officer shall have one vote.
Branch Section Chairs
Where there is more than one Section Chair in a Branch, only one shall be a voting member of the Executive Committee. The voting member shall be determined by the Branch. The other chairs in that Branch shall be non-voting members.
Duties
The duties of the Officers are:
- Chair - represents the Section on National Sections Council and, to the extent possible, attends all National Section Council meetings, presides at the meetings of the Section, oversees the performance of all activities of the Section, reports prior to each Annual Meeting of the Association on the work of the Section for the year just ending, and has other powers and duties usually associated with such office.
- Vice-Chair - assists the Chair in the performance of the responsibilities of that office, acts for the Chair during the absence or inability of the Chair to act, and has other powers and duties designated by the Chair.
- Treasurer - consults with and assists all members of the Executive Committee with the work of the Section generally as they may request, is responsible for budget requests and the financial affairs of the Section, recommends to the Chair financial policies for the Section and has other powers and duties designated by the Chair.
- Secretary - consults with and assists all members of the Executive Committee with the work of the Section generally as they may request, is the custodian of all principal records and reports of the Section, takes minutes of meetings, ensures compliance with the By-law of the Section and policies of the Association, and has other powers and duties designated by the Chair.
- Immediate Past Chair - assists the Chair and Vice-Chair in the performance of their duties as they deem appropriate. The Immediate Past Chair is responsible for any election in accordance with Article 8.
Term of office
Where possible, entry to an office of the Section is by election to the position of Secretary. Thereafter, the Officer properly discharging the duties of the office sequentially occupies each of the offices through to Immediate Past Chair. The term of each position commences on September 1 following the election and continues for at least one, but not more than two years, terminating on August 31.
Nominations and elections
On behalf of the Immediate Past Chair or, if unavailable, a person designated by the Executive Committee, the Director of Sections shall cause nominations to be solicited from the Executive Committee members for any open office. The Immediate Past Chair (or designate) shall make reasonable efforts to solicit nominations from Section members.
All nominations received from Section members that meet the requirements set out in the call for nominations shall be included in the list of candidates for the relevant office.
If more than one nomination per office is received, the Director of Sections shall, after the close of nominations (which shall be at least 15 days after the date of the request for nominations), forward to members of the Executive Committee a ballot containing the names of each nominee for the office. Each Executive Committee member other than the Immediate Past Chair (or designate) shall vote for one of the nominees by appropriately marking the ballot and returning it to the Director of Sections by the date specified in the ballot (which shall be at least 15 days from the date the ballot is sent). Any ballot not returned by the date specified shall not be counted. The ballots may be sent and returned by facsimile or E-mail.
The quorum for votes in the Section election shall be a majority of its Executive Committee members, excluding the Immediate Past Chair (or designate). The candidate with the greatest number of votes is elected.
In the case of a tie, the Immediate Past Chair (or designate) shall cast the deciding vote.
Elections shall be completed by June 30. The Immediate Past Chair (or designate) shall advise the Section Executive Committee of the outcome of the election within 30 days. The Immediate Past Chair (or designate) shall advise the Section members of the outcome at the next meeting of the Section membership.
Representation
The Executive Committee shall endeavour to ensure that the Officers represent the diversity of the Association's membership, in accordance with the policies of the Association.
Office vacancy
Where an office becomes vacant, whether by death, resignation or disqualification, the remaining Executive Committee members may determine by majority vote to fill that office or leave it vacant. If the Executive Committee decides to fill the vacancy, a candidate shall be elected by a majority vote of the remaining Executive Committee members.
An Officer so elected shall serve until August 31 following his or her appointment. If an Officer is so elected on or before March 1, the period from the election to August 31 shall count as one year in determining term of office under Article 7. If the Officer is so elected after March 1, the period until August 31 shall not count in determining term of office under Article 7.
Removal from office
Any Officer or Member at Large may be removed from office for failure to properly discharge the duties of that office by majority vote of the Executive Committee. The Director of Sections shall send notice of the intention to propose removal of the Officer or Member at Large to the Executive Committee at least 30 days before the meeting. The Officer or Member at Large proposed to be removed shall be given an opportunity to make representations personally or by advocate, as the Officer or Member at Large may choose, at the meeting after the motion to remove has been put but prior to the vote. The vote shall be taken by ballot.
If the motion to remove is made at a telephone conference meeting of the Executive Committee, then the vote shall be conducted by ballot after the meeting. The ballot shall be sent by and returned to the Director of Sections by fax or email and shall specify a return date at least 15 days after the date the ballot is sent.
Any Officer or Member-at-Large shall cease to hold office upon ceasing to be a member of the Association.
Membership meetings
The Section shall hold an Annual Meeting of the Section in conjunction with the Annual Meeting of the Association or at another time approved by National Sections Council Executive. The Section may, upon approval of the Executive Committee, hold other Section meetings throughout the year. Notice of the time, place and general purpose of a Section meeting shall be provided by the Secretary at least 30 days prior to the meeting.
Notice
Any notice to the members required in the By-law may be given by regular mail, facsimile or e-mail or by publication in an official publication of the Section or the Association.
Membership quorum
The members of the Section present and in good standing at the beginning of any duly constituted Section meeting constitute a quorum for the transaction of business.
Membership decisions
Decisions binding the Section shall be by majority vote of the members present and voting.
Membership agenda
The agenda for business at a Section meeting consists of matters decided by the Officers and those submitted to the Secretary by any member 30 days in advance.
Matters arising within the 30 days preceding the Section meeting may be added to the agenda at the meeting. Decisions pertaining to such matters shall be subject to ratification by the Section Executive Committee following the Section meeting.
Executive Committee meetings
The Executive Committee shall meet in person at least annually either at the Annual Meeting of the Association or, alternatively, at the call of the Chair. Notice of the time, place and general purpose of an in person meeting shall be sent by the Chair to each member of the Executive Committee at least 30 days prior to the meeting. Such meeting may be held in conjunction with the Annual Meeting of the Section.
Telephone conference
The Executive Committee may meet by telephone conference call at the call of the Chair. Notice of the time and general purpose of the meeting shall be sent by the Chair to each member of the Executive Committee at least three days prior to the meeting.
Executive Committee duties
The Executive Committee approves the budget request proposed by the Officers for activities for the next year, acts on any matters submitted to a meeting in accordance with Article 21, and regularly reviews this By-law to decide whether amendments are required. Between Section meetings, the Executive Committee has full power to perform all acts and duties that the Section itself might perform, as described in Article 2.
Executive Committee quorum
A majority of members of the Executive Committee constitutes a quorum for the transaction of business at any meeting.
Executive Committee decisions
Decisions of the Executive Committee shall be by majority vote of the members present and voting.
Executive Committee agenda
The agenda of a meeting of the Executive Committee consists of the matters decided by the Officers and those submitted by any member of the Executive Committee.
Officers' meetings
The Officers may meet by telephone conference at the call of the Chair. The Chair shall provide notice of the time and general purpose of the meeting to each of the Officers at least three business days prior to the meeting.
Officers' duties
The Officers have general supervision of the affairs of the Section, subject to the decisions of the Section or the Executive Committee. The Officers may create and terminate committees and may authorize the expenditure of all monies of the Section approved for its use, but shall not authorize commitments or contracts involving the payment of any money during any fiscal year in an amount exceeding the monies of the Section approved for its use.
Officers' quorum
At least three Officers including the Chair or Vice-Chair constitute a quorum for the transaction of business. Decisions shall be by a majority vote of Officers present. In the case of a tie, the presiding Officer shall cast the deciding vote.
Amendments
This By-Law may be amended at any meeting of the Executive Committee by a majority vote of the Executive Committee present and voting. Such amendments become effective upon approval by National Sections Council and adoption by way of resolution of the Council of the Association.