Date: Sat, 27 Mar 1999 07:33:42 -0500 (EST)
From: Ernie Boyko 

At the 1998 CAPDU meeting held in Ottawa, CAPDU's by-laws were approved subject to some changes that were proposed at the meeting. I have made these changes and reviewed them with Marilyn Rennick and Wendy Watkins. I think that we have now taken these by-laws as far as we can. It is time to share them with the members so here they are. It is difficult to make the ASCII version look very pretty so if anyone wishes to have a Word Perfect version, please send me a message at eboyko@statcan.ca and I will sent them out to you directly.
Enjoy! Cheers, Ernie

BY-LAWS OF THE CANADIAN ASSOCIATION OF PUBLIC DATA USERS

BYLAW 1. Name and Nature of the Association

1.1 The name of the Association is "Association canadienne des utilisateurs de donnees publiques/Canadian Association of Public Data Users" (hereinafter referred to as "the Association").

1.2 The Association serves its community in either official language. Its business may be conducted and records may be kept in either or both languages.

BYLAW 2. Objectives of the Association

2.0 The Objectives of the Association are to secure and promote efficient access to and use of public data in computer-readable form through such means as:

• increasing the awareness of producers of public data to the needs of data users,
• increasing the knowledge of data users of sources of public data and their usage,
• promoting the improved management and preservation of data,
• sharing information about data files and applicable software,
• developing and exchanging documentation about data,
• making government agencies and other producers of public data aware of problems and concerns of data users,
• promoting the cooperative resolution of data facilitating the discussion and communication of opinions and technical discussions of public data and public data use procedures,
• organizing and offering training sessions on access to and the use of public data files, and
• such other activities as are developed by action of the membership and approved by the Board of Directors in furtherance of the association objectives

BYLAW 3. Membership and Membership Fees

3.1 Candidates for Membership. A candidate for membership may be any individual, organization, or institution having a interest in the field of Canadian and other public data acquisition, exchange, and use.

3.2 Classes of Membership. The Association shall have the following classes of membership, with qualifications, privileges and voting rights as hereinafter provided.

3.2.1 Individual Members. Any individual with an interest in supporting the objectives of the Association.

3.2.2 Institutional Members. Any organization or institution (including without limitation, corporations, foundations, trusts, universities, municipalities, cities, provinces, the nation, and other civic or governmental groups) demonstrating a desire to support the objectives of the Association is qualified to be an institutional member. An organization or institution qualified to be an institutional member must be represented by an individual designated by the organization or institution to represent it.

3.3 Both classes of members shall have full voting rights, however only individual members shall have the privilege of holding office in the Association. Individuals representing organisations or institutions may choose to become individual members.

3.4 Dues and other such fees as may be deemed necessary shall be fixed by the Board of Directors and approved by the membership at the annual meeting of the association.

3.5 Each member of the Association shall upon becoming a member of the Association or within thirty (30) days thereafter, pay the required membership fee to the Association. The membership fee(s) shall be fixed at the annual meeting by a vote of the members and shall come in to effect at the beginning of the next fiscal year.

3.6 The Treasurer shall ensure that members are notified of the dues or fees at any time payable by them and if they are not paid at the commencement of the fiscal year, provided sixty (60) days notice has been given to the members, the members in default shall thereupon automatically cease to be members of the Association but such members may on payment of all unpaid dues or fees be reinstated.

3.7 At any time, upon written notice, a member may resign from the association. All privileges will subsequently be revoked.

BYLAW 4. Budgets

4.1 An annual budget and any amendments thereto shall be submitted to the Board of Directors by the Treasurer and shall be approved by the membership at the annual meeting of the Association.

4.2 The budget and any amendments thereto, as approved by the membership shall be available to any member via the Association listserv.

4.3 The fiscal year of the Association shall be the calendar year.

4.4 Disbursements.

4.4.1 The treasurer and at least one other officer shall be authorized to sign cheques and initiate withdrawals in payment for materials or services purchased in compliance with the approved budget and these shall be honoured on one signature alone.

4.4.2 Disbursements from the treasury of the Association for unbudgeted activities shall be made upon authorization of the officers and shall be included in the minutes of the Board of Directors' meeting.

BY-LAW 5. BOARD OF DIRECTORS

5.1 The affairs of the Association shall be managed by the Board of Directors of the Association.

5.2 The Board of Directors shall be composed of 5 directors who are members in good standing of the Association and who are elected biannually by ballot by members of the Association. The immediate Past President shall be an ex-officio member of the board.

5.3 Directors shall hold office for a 2 year term. Terms will commence at the end of the annual meeting following their election.

5.4 Upon their election, the officers, excluding committee chairpersons (see by-law 10), of the Association shall be deemed the Board of Directors of the Association.

5.5 No officer shall normally serve in the same capacity for more than two consecutive terms.

5.6 Powers of the Board of Directors. The Board of Directors of the Association may administer the Association in all things and make or cause to be made for the Association in its name any kind of contract which the Association may lawfully enter into and may exercise all such other powers and do all such other acts and things as the Association in its Letters Patent or otherwise is authorized to exercise and do.

5.7 The directors shall receive no remuneration for acting as such; however, by resolution, the Board may allow such expenses to directors for their attendance at Board meetings except those held at the same time and place as the annual meeting of the Association.

5.8 Meetings of the Board of Directors shall take place in a manner and as deemed necessary. There shall be at least one meeting of the Board of the Directors per year.

5.9 Quorum for meetings of the Board of Directors shall consist of 3 members.

BY-LAW 6. OFFICERS OF THE ASSOCIATION

6.1 The officers of the Association shall be a President, Vice-President, Immediate Past President, Secretary, and Treasurer elected by members in good standing, and the Chairpersons of the standing committees of the Association appointed by resolution of the Board of Directors.

6.2 Duties of Officers

6.2.1 The President shall be the chief executive officer of the Association. The President shall, when present, preside over all meetings of the members of the Association and the Board of Directors. The President shall also be charged with the general management and supervision of the affairs and operations of the Association. During the absence or inability of the President, his/her duties and powers may be exercised by the Vice-President, or in the absence or inability of the Vice-President and the President, his/her duties and powers may be exercised by a temporary presiding officer elected from among the members present.

6.2.2 The Vice-President shall in the absence or inability of the President perform the duties and exercise the powers of the President and perform such other duties as may be assigned to him/her by the Board and/or the President. (S)he shall represent the Association at the request of the Board.

6.2.3 The Secretary shall be the clerk of the Board. (S)he or his/her appointed delegate, as approved by the Board, shall attend all meetings of the Board and of the members and record all facts and minutes of all proceedings in the books kept for that purpose (s)he shall give all notices required to be given to the members and to the Board. (S)he shall be the custodian of the seal of the Association and of all books, (excluding the current books and records referred to in paragraph 6.3,) papers, records, correspondence, contracts and other documents belonging to the Association which (s)he shall deliver up only when authorized by resolution of the Board to do so and to such person or persons as may be named in the Resolution. (S)he shall keep a record of the members in good standing. (S)he shall perform such other duties as may from time to time be determined by the Board.

6.2.4 The Treasurer or person performing the usual duties of the Treasurer shall keep full and accurate accounts of all receipts and disbursements of the Association in proper books of account and shall deposit all monies or other valuable effects in the name and to the credit of the Association in such bank or banks as may from time to time be designated by the Board. (S)he shall disburse the funds of the Association under the direction of the Board taking proper vouchers therefore. (S)he shall render to the annual meeting of members and to the Board at the regular meetings thereof or whenever required of her\him an account of all her\his transactions as Treasurer and of the financial position of the Association. (S)he shall also perform such other duties as may from time to time be determined by the Board.

6.3 Books and Records

6.3.1 The Directors shall ensure that all necessary books and records of the Association required by the by-laws of the Association or by the applicable statute or law are regularly and properly kept.

6.3.2 The books and records of the Association shall be kept in English or French and any business may be conducted in either language.

6.3.3 The Association archives shall be maintained in accordance with such contractual agreements and resolutions of the Association as it deems necessary.

6.3.4 Audits. At the discretion of the Board of Directors, the accounts of the Association shall be audited by a committee or an auditor appointed by the Board of Directors.

BY-LAW 7. MEETINGS OF THE ASSOCIATION

7.1 Date and Place of Annual Meeting. The place and time of the annual meeting of the Association for the transaction of the general business of the Association shall be held during the spring of each year unless otherwise ordered by the Board of Directors.

BYLAW 8. NOMINATIONS

8.1 A Nominations and Elections Committee, consisting of the Past President and at least two others, of whom one is not an officer, shall be appointed by the President prior to the annual meeting. The Past President shall be its chairperson and shall introduce the nominations and elections committee to the members of the Association attending the annual meeting.

8.2 The nominations and elections committee shall secure the consent of at least one member of the Association to be a candidate for each open officer and board position.

8.3 Candidates nominated by the Committee shall be announced to the membership via the Association listserv.

8.4 The Nominations and Elections Committee shall accept as valid, nomination petitions received by the Chair of the Committee no later than twenty-one days after the nominations announcement and signed by three or more members of the Association on behalf of candidates eligible to serve as officers and members of the Board of Directors.

BYLAW 9. ELECTIONS

9.1 Elections shall be held each year during the month of December. The date and time for the counting of ballots will be set by the Chairperson of the nominations and elections committee but shall be no later than December 31st in the year in which the balloting took place.

9.2 The nominations and elections committee will cause the secretary to send to all full members in good standing a description of the candidates and an official ballot at least twenty one days prior to the date established for the counting of the ballots.

9.3 At the conclusion of the stated time for balloting, a member appointed by the nominations and elections committee shall count the ballots.

9.4 Election shall be by a plurality of the ballots cast. The Chair of Nominations and Elections Committee shall resolve any tie or other circumstance preventing the determination of an election from a simple ballot count.

9.5 The Chair of the Nominations and Elections Committee shall announce the results of the election by electronic mail to the successful candidates and by the Association listserv to the members of the Association.

9.6 Any office or board position for which only one nominee has been selected by the nominations and elections committee and for which a sufficient number of nominations petitions have not been received by the appropriate date shall be automatically filled by the nominee. All other offices and board positions shall be filled as directed in the above paragraphs. If no office or board position has more than one nominee then the elections rules will be suspended and the offices and board positions will be filled automatically by the nominees. The Chairperson of the nominations and elections committee will announce the results according to the above paragraph.

BY-LAW 10. COMMITTEES

10.1 The Board may by resolution establish such standing and special committees as may be necessary to carry out the objectives of the Association and shall at the same time specify the name, tenure, terms of reference and structure of the committee.

10.2 All committees shall report to the Board on written request by the Board.

10.3 The Board of the Association shall allocate by resolution such funds as may be necessary to the committees to carry out their appointed duties.

10.4 Non-members of the Association may serve on appropriate committees in advisory, non-voting capacity.

10.5 The President may at any time establish an ad hoc committee and appoint such members as (s)he may deem necessary to such committee. The ad hoc committee shall be approved by resolution of the Board at its next meeting at which time the committee shall become a committee of the Association or may be disbanded.

BY-LAW 11. ASSOCIATION, AFFILIATION AND REPRESENTATION

11.1 The Association may have as an affiliate or become an affiliate of an organization whose objectives are consistent with those of the Association and whose activities are not in conflict with the Letters Patent of the Association or this By-law. If continued affiliation becomes undesirable, it may be cancelled. Affiliation or disaffiliation shall be authorized by resolution of the Board.

11.2 Representatives of the Association appointed to other organizations and to joint boards and joint committees shall be authorized by resolution of the Board and appointed by the President. The representatives shall be responsible to the Board which will delegate such powers and functions to them as the Board finds desirable for the conduct of its business and for carrying out the objectives of the Association. The representatives shall serve for a period of time determined by the Board in conjunction with the other organizations or joint boards or joint committees. Each Association representative shall submit to the Board a written annual report of his/her activities and of the body to which (s)he is an Association representative which shall include recommendations considered necessary or advisable. Additional reports may be submitted at the option of a representative or as requested by the Board or President.

11.3 The President may appoint representatives of the Association to meetings of other organizations or to special events in response to invitation of such other organizations.

BY-LAW 12. AMENDMENTS OF BY-LAWS

12.1 By-laws of the Association may be enacted, repealed or amended by by-law proposed by the Board, an Association committee concerned with by-laws or twenty-five per cent of the voting members of the Association. Proposals originating in the Board or an Association committee concerned with by-laws shall be approved by a two-thirds vote of the Board before submission to the members. Proposals originating by petition shall be submitted in writing to the Board and shall be presented to the full membership with the recommendations of the Board.

12.2 These by-laws may be amended by

• the affirmative vote of a majority of the full members voting at any regular or special meeting of the Association, provided notice of such amendment or amendments and the nature thereof shall be given to the members of the Association at least 30 days prior to the day of the meeting at which said amendment or amendments are to be presented for consideration, or
• the affirmative vote of the majority of the full members who respond to a poll by mail, provided notice of such amendment or amendments and the nature thereof shall have been given to the members of the Association at least 30 days prior to the date of the poll. Any duly adopted amendments to the bylaws shall be binding on all members, including those who did not vote, those who voted against them, and associate members.

BY-LAW 13. RULES AND REGULATIONS

13.1 The Board of Directors may prescribe such rules and regulations not inconsistent with this By-law relating to the management and operation of the Association as it deems expedient, provided that such rules and regulations shall have force and effect only until the next annual meeting of the Association when they shall be confirmed and in default of confirmation at such annual meeting of members, such rules and regulations shall at and from that time cease to have force and effect.

BYLAW 14. DISSOLUTION

14.1 This Association may be dissolved by the vote of two-thirds majority of its members. In the event of dissolution, the assets of the Association will be disposed of in a manner to be determined by the Board of Directors