Part D – CBA Canadian Corporate Counsel Association Section

1. Limitation

The CBA Canadian Corporate Counsel Association Section shall operate in compliance with Parts A and D of the Sections Regulation, the Section terms of reference, and all bylaws, regulations, policies and procedures adopted by the Association.

2. Terms of Reference

The Canadian Corporate Counsel Association Section (CCCA):

provides a national forum for corporate counsel (including lawyers engaged in practice in corporations, business enterprises, associations, institutions, not-for-profit organizations, government or regulatory boards or agencies, Crown corporations or regional or municipal corporations) to develop their professional skills and careers as corporate counsel;
promotes a better understanding of and appreciation for the professional role and function of corporate counsel;
provides products and services to support members in their role as corporate counsel;
facilitates networking between members;
sponsors and endorses seminars and other meetings, produce publications, and promote communications that advance the continuing professional development of corporate counsel;
works with other Sections and Committees of the CBA on matters of mutual concern;
liaises with corporate counsel organizations in other jurisdictions;
promotes CCCA and CBA membership; and
engages in activities incidental to these purposes, except as restricted by the Bylaws, Regulations or any agreement between CCCA and CBA.

3. Membership in the CCCA Section

Regular Members
An Active Member of the CBA who:
1. does not hold out herself or himself to the public for the practice of law; and
2. is engaged by any corporation, business enterprise, association, institution, not-for-profit organization, government or regulatory board or agency, Crown corporation or regional or municipal corporation; or
3. is currently unemployed but has in the preceding 12 months been employed by a corporation, business enterprise, association institution, not-for-profit organization, government or regulatory board or agency, Crown corporation or regional or municipal corporation
is eligible to be a regular member of the CCCA Section (Regular Member).
Associate Members A member of the CBA who is not eligible to be a Regular Member of the CCCA Section is eligible to be an associate member of the CCCA Section (Associate Member).
Rights of Membership
1. Regular Members have the right to attend all meetings of the CCCA Section, to have a deliberative voice therein, to vote, to hold office and to propose and second resolutions.
2. Associate Members have the right to attend all meetings of the CCCA Section, and shall have a deliberative voice therein, but shall not have the rights to vote, to hold office, or to propose or second resolutions, except as otherwise provided in this Regulation.

4. National Section Executive Committee

A Section Executive Committee, responsible to the Board of the CBA and the Section members, shall administer the National Section.
The Section Executive Committee is composed of:
1. the Section Officers;
2. one voting representative from each Branch Section, selected by the Branch, who is interested in inter-jurisdictional work of the Section. Where there is more than one Section in a Branch, there will be only one representative from the Branch;
3. up to ten voting or non-voting members-at-large as the Section Executive Committee may decide are needed to assist with the administration of the Section.
The Section Executive Committee may designate one or more member-at-large positions to be held by a Student member of the Association who is a Section member .
The limitation in paragraph 2(c) does not apply the Law Students Section.
The entry level officer and members-at-large shall be elected by the voting members of the Executive Committee.
Only Section members are eligible to serve on the Executive Committee.

5. Officers

The Officers of the Section are the Chair, Vice Chair, Treasurer, Immediate Past Chair and Executive Director, who shall be Secretary.
The Section may create other officer positions, but can have only one Chair.
If the Section creates another officer position, it will denote where that position falls in the sequence of succession.
Each Officer shall have one vote. The Executive Director shall not have the right to vote and shall not be counted in determining quorum.

6. Executive Committee Duties

The Executive Committee manages the Section’s affairs between meetings, oversees core activities, and develops services and initiatives to meet the needs of its members.
The Executive Committee approves activities for the year, acts on any matters submitted to a meeting, and has full power to perform all acts and duties of, for and on behalf of the Section.
Executive Committee members participate in Section meetings, and attend CBA Section Orientation programs.
The Executive Committee is responsible for the budget and finances of the Section.
The Executive Committee may appoint an Executive Director who acts as the chief administrative officer of the Section and is responsible to the Executive Committee, and between Executive Committee Meetings to the Chair or a committee of the Executive Committee or another officer designated by the Chair in consultation with the Executive Committee.
The Executive Committee prescribes the duties and responsibilities of, and exercises all decisions concerning the hire, compensation, objectives, performance evaluation, management, including but not limited to, terms of employment, dismal and other matters, of the Executive Director, consistent with policies of the Association. The Executive Committee may delegate these duties to the Chair or a committee of the Executive Committee.

7. Officers’ Duties

The Officers have general oversight of the affairs of the Section, subject to decisions of the Executive Committee. The Officers have the powers and duties of the Executive Committee in the management of the Section between meetings of the Executive Committee, subject to any restrictions determined by the Executive Committee.
Without limiting the foregoing, the officers:
1. plan, oversee and keep informed on the progress of all Section activities subject to the direction and approval of the Executive Committee
2. take minutes of all meetings of the officers, Executive Committee and Section
3. oversee the work of Section Committees;
4. create Section committees and select the chairs and members of those Section committees
5. implement decisions of the Executive Committee;
6. take such action necessary to promote policies prescribed by the Association
7. report to the Board of Directors as required and before each Annual Meeting of the Association on the work of the Section for the year just ending
The Chair presides at meetings of the Section, the Executive Committee and the Officers.

8. Treasurer’s Duties

The Treasurer

with the Executive Director, oversees finances of the Section, including develop and recommend objectives, policies and programs for the financial and accounting activities of the Section for approval by the Executive Committee;
with the Executive Director, develops, recommends to the Executive Committee and supervises budgets for each area of Section activity, accounting and financial information and controls;
interprets and reports on financial conditions and results of the Section to the Officers and Executive Committee;
analyzes variations from the budgets and makes recommendations for any action to be taken;
with the Executive Director, directs planning and programming of cash and financial requirements, and development of cash forecasts and financial programs;
with the Executive Director, maintains adequate banking arrangements and, as necessary, recommends to the Executive Committee short and long-term investment and borrowing programs following consultation with Association;
in conjunction with the Executive Director, supervises and controls expenditures;
ensures that the Section records and books of account are maintained by the Executive Director;
carries out the financial responsibilities and has further duties and responsibilities required by or consistent with the office of Treasurer as the Executive Committee prescribes to meet the needs of the Section, including reporting on results and recommendations to the Executive Committee on the appointment of auditors; and
has other duties assigned by the Executive Committee or Chair.

9. Executive Director

The Executive Director:

administers the general affairs of the Section in accordance with the Bylaws, Regulations and policies of the Association and the direction of the Executive Committee;
advises and assists the Executive Committee, officers and Section committees in the discharge of their responsibilities;
plans meetings and prepares minutes of meetings of the Executive Committee and officers;
exercises authority over and is responsible for the Section office and its staff, including but not limited to the adoption of administrative personnel guidelines consistent with the Regulations and administrative policies of the Association and directions of the Executive Committee; as well as prescribes the duties and responsibilities of staff, revises salaries, evaluates each staff member, hires and dismisses staff of the Section; ensures development of staff and maintenance of their morale; and keeps an office manual up to date;
maintains proper books of account, records and files, attends to all correspondence and sends out all notices required, or as directed by the Executive Committee;
carries out duties delegated by the Executive Committee or officers, including but not limited to: coordinating strategic planning processes; ensuring all programs and policies o approved by the Association and Executive Committee are implemented; maintaining effective communication and a good working relationship with the Association, and all entities of the Association, including Branches; maintaining liaison on behalf of the Section with other associations with complementary interests;
attends and participates in meetings of any entity of the Association.

10. Term of Office

The term of office for each position on the Executive Committee is one or two years.
Entry to an office of the Section is by election and, where possible, initially to the office of Treasurer or first office in the sequence of succession. The Officers properly discharging the duties of that office sequentially occupy each of the offices through to Immediate Past Chair.
Unless authorized by the Board, no person is eligible to serve on the Executive Committee:
1. in any office for more than one consecutive year; or
2. for more than five consecutive years as memberat-large.
The term of office for Officers and Executive Members commences on September 1 and terminates on August 31 the following year.
No person may be Chair of more than one Section at the same time.

11. Nominations and Elections

The Executive Director notifies each Section member of the Section Executive Committee positions open for nomination in the coming year and the requirements and method for nomination.
Only Section members in good standing are eligible to stand for nomination.
The Executive Committee may establish a Nominating Committee consisting of a number of Executive Committee members to oversee the nominations and make reasonable efforts to ensure that there are sufficient candidates.
Nominations open no later than May 1.
Nominations close no earlier than 30 days after nominations open. Nominations will not be accepted following the close of nominations.
All nominations received from Section members that meet the requirements in the call for nominations are included in the list of candidates for the relevant position.
If more than one nomination for a vacant position is received, an election is conducted for that position.
Where an election is required, it is conducted by ballot under the following rules:
1. Ballots are distributed to voting members of the Executive Committee along with information about each candidate.
2. Ballots may be sent and returned by mail, electronic means or hand.
3. The date for return of ballots is at least 15 days from the date they are sent
4. Proxies are not permitted in any election.
5. Only ballots received by the date specified in the ballot are counted.
6. The quorum is a majority of its Executive Committee members eligible to vote, excluding the Immediate Past Chair or other Officer determined by the Executive Committee to cast the deciding vote in the event of a tie.
7. The candidate with the greatest number of votes for a position is elected for that position. In the case of a tie, the Immediate Past Chair (or other Officer determined by the Executive Committee before the election) casts the deciding vote.
8. Elections will be completed by June 30.
9. The Executive Director notifies Section Members of the outcome of the election by July 15.
If a date referred to in this article falls on a Saturday, Sunday or statutory holiday, the date is the first following business day.

12. Representation

The Executive Committee strives to ensure that the Officers and members-at-large represent the diversity of the legal profession, and the demographics and regional composition of the Section’s membership. The Section may establish additional criteria to meet its unique needs, subject to approval by the Board.

13. Office Vacancy

If the position of the Chair becomes vacant for any reason, it will be filled by the Vice Chair. If the Vice Chair is unable to become the Chair, the remaining Executive Committee members may appoint a Section member to fill the vacant Chair position. If the other Executive Committee members are unable to become Chair, the Chief Executive Officer will notify each Section member of the vacancy and call for nominations.
Where any other Officer or Member-at-Large position becomes vacant for any reason, the remaining Executive Committee members may determine by majority vote to fill that position or leave it vacant. If the Executive Committee decides to fill the vacancy, a candidate is elected by a majority vote of the remaining Executive Committee members.
An Officer or Member-at-Large so elected serves until the end of that fiscal year. If the Officer or Member-atLarge is so elected on or before six months after the first day of the fiscal year, the period from the election to the end of the fiscal year counts as one year in determining the term of office under article 5.

14. Removal from Executive Committee

An Executive Committee member whose membership in the Association or the Section lapses will cease to be a Section Executive Member, cannot attend any Section Executive meetings or Section activities, and is not eligible to run for in Section elections until their membership is reinstated.
An Executive Committee member who misses three consecutive Executive Committee meetings or all the Executive Committee meetings in a six month period (whichever is shorter) ceases to be a Section Executive member. The remaining Executive Committee members may, by motion, excuse the absence and continue the Executive Committee member’s term. The Executive Committee will give prior notice of the motion to the Board.
A Branch Section representative on the Executive Committee who is unable to attend an Executive Committee meeting may send an alternate and this is not considered an absence.
The Board may remove any Executive Member pursuant to the procedures established under the Bylaws, Regulations and policies of the Association, and the CBA Principles of Conduct.

15. Section Membership Meetings

The Section Executive Committee may convene a meeting of the Section, to report on Section and Executive Committee activities, to provide an opportunity for Section member input and feedback, and to conduct any other Section business.
Meetings may be held in person or by means of a telephonic, electronic or other communications facility that permits all persons participating in the meeting to communicate adequately with each other, if the Association makes that communications facility available.
Notice of the time, place and general purpose of a meeting will be given at least 30 days before the meeting by mail, email, web posting, or in a publication of the Section or Association that is sent to all Section members.

16. Membership Quorum

The members of the Section present and in good standing at the beginning of the meeting, which must include at least a majority of the voting members of the Section Executive Committee members, constitute quorum.

17. Executive Committee Meetings

The Executive Committee meets at least four times a year, at the call of the Chair.
The Executive Committee may meet in person, by means of a telephonic, electronic or other communications facility that permits all persons participating in the meeting to communicate adequately with each other (if the Association makes that communications facility available.), or a combination thereof.
Notice of the time, place and general purpose of an in person meeting will be sent by the Chair to each Executive Committee member at least 30 days before the meeting. Notice of the time and general purpose a meeting not held in person shall be sent by the Chair to each Executive Committee member at least three days before the meeting. If the meeting is to be in person, any Executive Committee Member may attend the meeting by other communications facility. The notice period can be waived on agreement of all Executive Committee members.
The Executive Committee may invite Section members and Affiliates to attend Executive Committee meetings as guests from time to time.

18. Executive Committee Quorum

A majority of voting members of the Executive Committee constitutes a quorum for the conduct of business at any meeting. Business conducted at a meeting without quorum will be presented to the next Executive Committee meeting for further discussion and for ratification.

19. Executive Committee Decisions

The Executive Committee will make efforts to achieve consensus in its decisions. If consensus cannot be achieved, decisions will be by majority vote of the Executive Committee members present at the meeting. In the case of a tie vote the presiding Executive Committee member shall cast the deciding vote.

20. Executive Committee Agenda

The agenda of an Executive Committee meeting consists of matters that the Chair determines and that any Executive Committee member requests the Chair to include.

21. Officers' Meetings

The Officers may meet at the call of the Chair by means of a telephonic, electronic or other communications facility that permits all persons participating in the meeting to communicate adequately with each other, if the Association makes that communications facility available. The Chair shall give notice of the time and general purpose of the meeting to each of the Officers at least three business days before the meeting. The notice period can be waived on agreement of all Officers.

22. Officers' Quorum

A majority of the Officers, including at least the Chair or Vice Chair, constitutes quorum for the conduct of business.

23. Committees

The Executive Committee may establish Committees with an ongoing or ad hoc mandate as deemed necessary and desirable to promote the purpose and goals of the Section or to assist the Executive Committee in the orderly management of the affairs of the Section.
Committees of the Section shall:
1. be comprised only of Section Members and Affiliates;
2. be chaired or co-chaired by an Executive Committee Member;
3. report and be accountable to the Executive Committee;
4. be subject to rules the Executive Committee sets for them;
5. supply any information the Executive Committee requests of them, in the time the Executive requests.
Committee members shall be appointed for a term of one year, which may be renewed.

24. Amendments

The Executive Committee may propose an amendment or exemption to any of the rules in Part D at a meeting of the Executive Committee by a majority vote of the Executive Committee present and voting. The proposed amendments become effective upon approval by the Board.
The Executive Committee must propose the amendment or exemption in writing to the Board, setting out the reasons for the change. If the Board approves the proposed amendment or exemption with changes, the amendment or exemption as changed shall become effective once the Executive Committee agrees to the change.

Tracking Preferences