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 firstname.lastname@example.org and I will sent them out to you directly.
BY-LAWS OF THE CANADIAN ASSOCIATION OF PUBLIC DATA
- 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
- 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
- 4.2 The budget and any amendments thereto, as approved by the
membership shall be available to any member via the
- 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
- 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
- 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
- 5.3 Directors shall hold office for a 2 year term. Terms will
commence at the end of the annual meeting following their
- 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
- 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
- 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
- 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
- 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
- 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
- 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
- 10.2 All committees shall report to the Board on written request by
- 10.3 The Board of the Association shall allocate by resolution such
funds as may be necessary to the committees to carry out their
- 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
- 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
- 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
- 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
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