Purpose & Bylaw

The following statement of purpose and bylaw were adopted at the annual general meeting held on April 22, 2025.

Canadian Forest Genetics Association / l’Association canadienne de génétique forestière (the “Association”)

The purpose of the Association is to:

i) foster discussion on scientific and technical matters relating to all aspects of forest tree genetics in Canada;

ii) facilitate the communication and information sharing among people working in forest genetics, tree breeding, seed science and technology, and those involved with tree seed collection, production, management and use;

iii) promote the importance of forest genetics research, conservation and management amongst policy makers, land managers, forest professionals, and the public;

iv) advise and assist in the development of gene conservation and management policies, and reporting of Canada’s forest tree genetic resources.

Bylaw

1. Definitions

In this bylaw and all other bylaws of the Association, unless the context otherwise requires:

“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 the Association or articles of amendment, amalgamation, continuance, reorganization, arrangement or revival of the Association;

“board” means the board of directors of the Association and “director” means a member of the board;

“ bylaw” means this bylaw and any other bylaw of the Association as amended and which are, from time to time, in force and effect;

“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;

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

“proposal” means a proposal submitted by a member of the Association that meets the requirements of section 163 (Member Proposals) of the Act;

“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.

2. Interpretation

In the interpretation of this bylaw, 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 bylaws.

3. Execution of documents

Deeds, transfers, assignments, contracts, obligations and other instruments in writing requiring execution by the Association may be signed by any two (2) of its officers. In addition, the board may from time to time direct the manner in which and the person or persons by whom a 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, bylaw or other document of the Association to be a true copy thereof.

4. Financial year end

The financial year end of the Association shall be December 31 in each year.

5. Banking arrangements

The banking business of the Association shall be transacted at a bank, trust company or other firm or corporation carrying on a banking business in Canada as the board of directors may designate, appoint or authorize from time to time by resolution. The banking business or any part of it shall be transacted by an officer or officers of the Association and/or other persons as the board of directors may by resolution from time to time designate, direct or authorize.

6. Annual financial statements

The Association shall send to the members a copy of the annual financial statements and other documents referred to in subsection 172(1) (Annual Financial Statements) of the Act or a copy of a publication of the Association reproducing the information contained in the documents. Instead of sending the documents, the Association may send a summary to each member along with a notice informing the member of the procedure for obtaining a copy of the documents themselves free of charge. The Association is not required to send the documents or a summary to a member who, in writing, declines to receive such documents.

7. Membership conditions

Subject to the articles, there shall be two (2) classes of members in the Association: 1) active membership; and 2) honorary life membership.

Active membership in the Association shall be available only to individuals interested in furthering the Association’s purposes, who are Canadian citizens, permanent resident of Canada, or persons working or studying in Canada, and who have applied for and been accepted into membership in the Association by resolution of the board or in such other manner as may be determined appropriate by the board.

Honorary membership in the Association shall be available only to individuals who have made significant contributions to advancing the purpose of the Association. Nominations for honorary life membership must be submitted by at least two (2) regular members and approved by resolution of supported by two-thirds (2/3) of the members attending an annual general meeting of the Association.

Each active member shall be entitled to receive notice of, attend, and vote, at all meetings of the members of the Association.

Pursuant to subsection 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendments to this section of the bylaw if those amendments affect membership rights and/or conditions described in paragraphs 197(1)(e), (h), (l) or (m).

8. Notice of a meeting of members

Notice of the time and place of a meeting of members shall be given to each member entitled to vote at the meeting by telephonic, electronic or other communication facility during a period of 21 to 35 days before the day on which the meeting is to be held. If a member requests that the notice be given by non-electronic means, the notice will be sent by mail, courier or personal delivery.

Pursuant to subsection 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendment to the bylaws of the Association to change the manner of giving notice to members entitled to vote at a meeting of members.

9. Members calling a meeting of members

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.

10. Absentee voting at meeting of members

Pursuant to Section 171(1) of the Act, a member entitled to vote at a meeting of members may vote by proxy by appointing another member in writing to attend and act on their behalf at the meeting in the manner and to the extent authorized by the proxy.

Pursuant to subsection 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendment to the bylaws of the Association to change this method of voting by members not in attendance at a meeting of members.

11. Membership dues

Membership dues may be set by the board of directors. Members shall be notified in writing of the membership dues at any time payable by them. If any dues are not paid within three (3) calendar months of the membership renewal date the members in default shall automatically cease to be members of the corporation.

12. Termination of membership

A membership in the Association is terminated when: a) the member dies or resigns; b) the member is expelled, or their membership is otherwise terminated in accordance with the articles or bylaws; or c) the Association is liquidated and dissolved under the Act.

13. Effect of termination of membership

Subject to the articles, upon any termination of membership, the rights of the member, including any rights in the property of the Association, automatically cease to exist.

14.  Discipline of members

The board shall have authority to suspend or expel any member from the Association for any one or more of the following grounds:

  1. violating any provision of the articles, bylaws, or written policies of the Association;
  2. carrying out any conduct which may be detrimental to the Association as determined by the board in its sole discretion; or
  3. for any other reason that the board in its sole and absolute discretion considers to be reasonable, having regard to the purpose of the Association.

If the board determines that a member should be expelled or suspended from membership in the Association, the president, or such other officer as may be designated by the board, shall provide twenty (20) days notice of suspension or expulsion to the member and shall provide reasons for the proposed suspension or expulsion.

The member may make written submissions to the president, or such other officer as may be designated by the board, in response to the notice received within such twenty (20) day period. If no written submissions are received by the president, the president, or such other officer as may be designated by the board, may proceed to notify the member that the member is suspended or expelled from membership in the Association.

If written submissions are received in accordance with this section, the board will consider such submissions in arriving at a final decision and shall notify the member concerning such final decision within a further twenty (20) days from the date of receipt of the submissions. The board’s decision shall be final and binding on the member, without any further right of appeal.

15. Place of meeting of members

Subject to compliance with section 159 (Place of meetings of members) of the Act, meetings of the members may be held at any place within Canada determined by the board or, if all of the members entitled to vote at such meeting so agree, outside Canada.

16. Persons entitled to be present at meeting of members

Members, directors, and the public accountant of the Association are entitled to be present at a meeting of members. Non-members may also be invited to attend member meetings as guests. However, only those members entitled to vote at the meeting of members according to the provisions of the Act, articles and bylaws are entitled to cast a vote at a meeting.

17. Chair of meetings of members

The president or the vice-president will chair meetings of members. In the event the president and the vice-president of the board are absent, the members who are present and entitled to vote at the meeting shall choose one of the members to chair the meeting.

18. Quorum at meetings of members

A quorum at any meeting of the members (unless a greater number of members are required to be present by the Act) shall be 20 percent of the members entitled to vote at the meeting. If a quorum is present at the opening of a meeting of members, the members present may proceed with the business of the meeting even if a quorum is not present throughout the meeting.

19. Voting at meeting of members

At any meeting of members, every question shall, unless otherwise provided by the articles or bylaws or by the Act, be determined by a majority of the votes cast on the questions. In case of an equality of votes either on a show of hands or on a ballot or on the results of electronic voting, the chair of the meeting in addition to an original vote shall have a second or casting vote.

20. Participation by electronic means at meeting of members

If the Association chooses to make available a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during a meeting of members, any person entitled to attend such meeting may participate in the meeting by means of such telephonic, electronic or other communication facility in the manner provided by the Act. A person participating in a meeting by such means is deemed to be present at the meeting. Notwithstanding any other provision of this bylaw, any person participating in a meeting of members pursuant to this section who is entitled to vote at that meeting may vote, in accordance with the Act, by means of any telephonic, electronic or other communication facility that the Association has made available for that purpose.

21. Meeting of members held entirely by electronic means

If the directors or members of the Association call a meeting of members pursuant to the Act, those directors or members, as the case may be, may determine that the meeting shall be held, in accordance with the Act and the Regulations, entirely by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting.

22. Number of directors

The board shall consist of at least four (4) directors, and may include a maximum of twelve (12) directors.

23. Term of office of directors

The directors shall be elected to hold office for a one- or two-year term. The directors that were elected or appointed for a one- or two-year term cease to hold office immediately before the subsequent election or appointment of directors at the end of their term, but are eligible for re-election or re-appointment.

24. Calling of meetings of board of directors

Meetings of the board may be called by the president, the vice-president of the board, or any two (2) directors at any time. If the Association has only one director, that director may call and constitute a meeting.

25. Notice of meeting of board of directors

Notice of the time and place for the holding of a meeting of the board shall be given to every director of the Association not less than seven days before the time when the meeting is to be held by one of the following methods:

  1. delivered personally to the latest address as shown in the last notice that was sent by the Association in accordance with section 128 (Notice of directors) or 134 (Notice of change of directors);
  2. mailed by prepaid ordinary mail to the director’s address as set out in (a);
  3. by telephonic, electronic or other communication facility at the director’s recorded address for that purpose; or
  4. by an electronic document in accordance with Part 17 of the Act.

Notice of a meeting shall not be necessary if all of the directors are present, and none objects to the holding of the meeting, or if those absent have waived notice of or have otherwise signified their consent to the holding of such meeting. Notice of an adjourned meeting is not required if the time and place of the adjourned meeting is announced at the original meeting.

Unless the bylaw otherwise provides, no notice of meeting need specify the purpose or the business to be transacted at the meeting except that a notice of meeting of directors shall specify any matter referred to in subsection 138(2) (Limits on Authority) of the Act that is to be dealt with at the meeting.

26. Regular meetings of the board of directors

The board may appoint a day or days in any month or months for regular meetings of the board at a place and hour to be named. A copy of any resolution of the board fixing the place and time of such regular meetings of the board shall be sent to each director forthwith after being passed, but no other notice shall be required for any such regular meeting except if subsection 136(3) (Notice of Meeting) of the Act requires the purpose thereof or the business to be transacted to be specified in the notice.

27. Voting at meetings of the board of directors

At all meetings of the board, every question shall be decided by a majority of the votes cast on the question. In case of an equality of votes, the chair of the meeting in addition to an original vote shall have a second or casting vote.

28. Committees of the board of directors

The board may, from time to time, appoint any committee, including conference host committees, working groups, or advisory bodies, as it deems necessary or appropriate for such purposes and, subject to the Act, with such powers as the board shall see fit. Any such committee may formulate its own rules of procedure, subject to such regulations or directions as the board may from time to time make. Any committee member may be removed by resolution of the board of directors.

29. Appointment of Officers

The board may designate the offices of the Association, appoint officers on an annual or more frequent basis, specify their duties and, subject to the Act, delegate to such officers the power to manage the affairs of the Association. A director may be appointed to any office of the Association. An officer may, but need not be, a director unless these bylaws otherwise provide. Two or more offices may be held by the same person.

30. Officers of the Association

Unless otherwise specified by the board (which may, subject to the Act modify, restrict or supplement such duties and powers), the offices of the Association, if designated and if officers are appointed, shall have the following duties and powers associated with their positions:

  1. President – The president, if one is to be appointed, shall be a director. The president, if any, shall, when present, preside as chair at all meetings of the board of directors and of the members. The president shall have such other duties and powers as the board may specify.
  2. Vice-President – The vice-president, if one is to be appointed, shall be a director. If the president is absent or is unable or refuses to act, the vice-president, if any, shall, when present, preside at all meetings of the board of directors and of the members. The vice-president shall have such other duties and powers as the board may specify.
  3. Secretary – If appointed, the secretary shall attend and be the secretary of all meetings of the board, members and committees of the board. The secretary shall enter or cause to be entered in the Association’s minute book, minutes of all proceedings at such meetings; the secretary shall give, or cause to be given, as and when instructed, notices to members, directors, the public accountant and members of committees; the secretary shall be the custodian of all books, papers, records, documents and other instruments belonging to the Association.
  4. Treasurer – If appointed, the treasurer shall have such powers and duties as the board may specify.

The positions of secretary and treasurer may be held by the same person.

The duties and powers of all other officers of the Association are determined based on their mandate or the needs of the board of directors or the president. Subject to the Act, the board of directors may modify, increase, or limit the duties and powers of any officer.

31. Officer vacancies

In the absence of a written agreement to the contrary, the board may remove, whether for cause or without cause, any officer of the Association. Unless so removed, an officer shall hold office until the earlier of:

  1. the officer’s successor being appointed;
  2. the officer’s resignation;
  3. such officer ceasing to be a director (if a necessary qualification of appointment); or
  4. such officer’s death.

If the office of any officer of the Association shall be or become vacant, the directors may, by resolution, appoint a person to fill such vacancy.

32. Conflicts of Interest

A director or officer who holds any office or possesses any property, right or interest that could result, directly or indirectly, in the creation of a duty or interest that materially conflicts with that individual’s duty or interest as a director or officer, must disclose the nature and extent of the conflict.

33. Indemnification by the Association

Every director or officer of the Association who has undertaken or is about to undertake any liability on behalf of the Association shall be indemnified and saved harmless out of the funds of the Association from and against all losses, costs, charges and expenses such director or officer may sustain or occur while carrying out their duties or in respect of any such liability, except if the director or officer has failed to act honestly and in the Association’s best interests. The Association may purchase insurance to protect directors and officers against liabilities incurred in the exercise of their duties, and may advance funds to directors and officers.

34. Method of giving notice

Any notice (which term includes any communication or document), other than notice of a meeting of members or a meeting of the board of directors, to be given (which term includes sent, delivered or served) pursuant to the Act, the articles, the bylaws or otherwise to a member, director, officer or member of a committee of the board or to the public accountant shall be sufficiently given:

  1. if delivered personally to the person to whom it is to be given or if delivered to such person’s address as shown in the records of the Association or in the case of notice to a director to the latest address as shown in the last notice that was sent by the Association in accordance with section 128 (Notice of directors) or 134 (Notice of change of directors);
  2. if mailed to such person at such person’s recorded address by prepaid ordinary or air mail;
  3. if sent to such person by telephonic, electronic or other communication facility at such person’s recorded address for that purpose; or
  4. if provided in the form of an electronic document in accordance with Part 17 of the Act.

A notice so delivered shall be deemed to have been given when it is delivered personally or to the recorded address as aforesaid; a notice so mailed shall be deemed to have been given when deposited in a post office or public letter box; and a notice so sent by any means of transmitted or recorded communication shall be deemed to have been given when dispatched or delivered to the appropriate communication company or agency or its representative for dispatch. The secretary may change or cause to be changed the recorded address of any member, director, officer, public accountant or member of a committee of the board in accordance with any information believed by the secretary to be reliable. The declaration by the secretary that notice has been given pursuant to this bylaw shall be sufficient and conclusive evidence of the giving of such notice. The signature of any director or officer of the Association to any notice or other document to be given by the Association may be written, stamped, typewritten or printed or partly written, stamped, typewritten or printed.

35. Invalidity of any provisions of this by-law

The invalidity or unenforceability of any provision of these bylaws shall not affect the validity or enforceability of the remaining provisions.

36. Omissions and errors

The accidental omission to give any notice to any member, director, officer, member of a committee of the board or public accountant, or the non-receipt of any notice by any such person where the Association has provided notice in accordance with the bylaws or any error in any notice not affecting its substance shall not invalidate any action taken at any meeting to which the notice pertained or otherwise founded on such notice.

37. Mediation and arbitration

Disputes or controversies among members, directors, officers, committee members, or volunteers of the Association are as much as possible to be resolved in accordance with mediation and/or arbitration as provided in the section on dispute resolution mechanism of this bylaw.

38. Dispute resolution mechanism

In the event that a dispute or controversy among members, directors, officers, committee members, or volunteers of the Association arising out of or related to the articles, the bylaws, or out of any aspect of the operations of the Association is not resolved in private meetings between the parties, then without prejudice to or in any other way derogating from the rights of the members, directors, officers, committee members, employees or volunteers of the Association as set out in the articles, bylaws or the Act, and as an alternative to such person instituting a law suit or legal action, such dispute or controversy shall be settled by a process of dispute resolution as follows:

  1. The dispute or controversy shall first be submitted to a panel of mediators whereby the one party appoints one mediator, the other party (or if applicable the board of the Association) appoints one mediator, and the two mediators so appointed jointly appoint a third mediator. The three mediators will then meet with the parties in question to mediate a resolution between the parties;
  2. The number of mediators may be reduced from three to one or two upon agreement of the parties;
  3. If the parties are not successful in resolving the dispute through mediation, then the parties agree that the dispute shall be settled by arbitration before a single arbitrator, who shall not be any one of the mediators referred to above, in accordance with the provincial or territorial legislation governing domestic arbitrations in force in the province or territory where the registered office of the Association is situated or as otherwise agreed upon by the parties to the dispute. The parties agree that all proceedings relating to arbitration shall be kept confidential and there shall be no disclosure of any kind. The decision of the arbitrator shall be final and binding and shall not be subject to appeal on a question of fact, law or mixed fact and law.

All costs of the mediators appointed in accordance with this section shall be borne equally by the parties to the dispute or the controversy. All costs of the arbitrators appointed in accordance with this section shall be borne by such parties as may be determined by the arbitrators.

39. Bylaws and effective date

The board of directors may not make, amend or repeal any bylaws that regulate the activities or affairs of the Association without having the bylaw, amendment or repeal confirmed by the members by ordinary resolution. The bylaw, amendment or repeal is only effective on the confirmation of the members and in the form in which it was confirmed.

This section does not apply to a bylaw that requires a special resolution of the members according to subsection 197(1) (fundamental change) of the Act.

©2020 Canadian Forest Genetics Association