Bylaws Number 1

Preamble

By its Act of Incorporation, S.C. 11-12 George V, c. 79, The Canadian Bar Association is empowered to make Bylaws for the general organization, conduct, administration and management of the Association, to alter or repeal the same, and to make new Bylaws.

The Canadian Bar Association:

repeals Bylaw Number 1 of the Association; and
enacts this Bylaw as the general Bylaw for regulating the activities and affairs of the Association, to come into effect September 1, 2017.

I Interpretation

1. Definitions

In all Bylaws, Regulations and policies of the Association, unless the context otherwise requires:

“Association” means The Canadian Bar Association;
“Board” and “Board of Directors” mean the Board of Directors of the Association;
“Branch Executive” means the body designated in a Branch Bylaw to exercise executive authority in the Branch, and which may be named Executive Committee, Board of Directors or Branch Council;
“diversity” means the inclusion of members from a variety of backgrounds, with particular attention to representation in the Association of members from equity-deserving groups, including but not limited to women, LGBTI2S (lesbian, gay, bisexual, transgender, intersex and two-spirit) communities, Indigenous peoples, racialized, ethno-cultural and religious groups, and persons with disabilities. Diversity is to be interpreted consistent with the evolving nature of equity issues.
“equity” means the ongoing process of identifying and overcoming barriers to achieve equal outcomes in the legal system and full participation in the legal community, which requires focusing on inclusion, diversity and accessibility;
“law society” means a body established by law to govern the legal profession in each province and territory in Canada, including the Chambre des notaires in Quebec. (19-01-A, Feb 2019; 21-01-A, Feb 2021, 24-03-A, Feb 2024)

II Membership

2. Eligibility

The following persons are eligible for membership in the Association:

a member in good standing of a law society of a province or territory of Canada, or a person with a recognized Canadian law degree such as a member of the law faculty of a university or the faculty of a law school in a province or territory of Canada, or a person who is a judge of any court of record in Canada;
subject to paragraph 7(4), a retired judge of any court of record in Canada;
a person who has ceased to be a member of a law society of a province or territory by reason of holding an appointment in the public service;
subject to paragraph 7(4), a Canadian lawyer or Quebec notary who has retired from the active practice of law by resigning from the law society;
subject to paragraph 7(1), a law student who is enrolled in a course in law at a Canadian law school recognized by a law society in Canada, or who is articling with a Canadian law firm;
subject to paragraph 7(3), a person who is:
1. a member in good standing of a bar or a law society outside Canada;
2. a judge or retired judge of a court of record outside Canada;
3. a notary licensed to practice law outside Canada; or
4. an executive employee of a foreign Bar Association.

3. Classes

There are four classes of membership:

Active (Regular) membership;
Judicial membership;
Honorary membership;
Special membership.

4. Active (Regular) membership

A person who has been called to the bar in Canada or holds a recognized Canadian law degree may be admitted to Active (Regular) membership in the Association.
A person eligible for membership in the Association may become an Active (Regular) member by applying in writing and paying the annual fees or other fee fixed by the Regulations and any special levies fixed pursuant to article 8.
All Active (Regular) members of the Association have equal rights and privileges, including the rights to attend all meetings of the Association, to have a deliberative voice therein, to vote, to hold office and to propose and second resolutions.

5. Judicial membership

A person who is a judge of any court of record in Canada may be admitted to Judicial membership in the Association by applying in writing and paying the annual fees or other fee fixed by the Regulations and any special levies fixed pursuant to article 8.
Judicial members are members of the Judges Section.
Judicial members have the rights to attend all meetings of the Association and to have a deliberative voice therein but do not have the rights to vote, to hold office or to propose or second resolutions, except as permitted in the Bylaws or Regulations.

6. Honorary membership

The following persons may be admitted to Honorary membership in the Association:
1. Past Presidents of the Association, on completion of their term as President;
2. Distinguished persons may, by resolution of the Board, be admitted to Honorary membership in the Association;
3. A person who has been a member of a law society in Canada for 50 years or more and of the Association for not less than 20 consecutive years.
Honorary members retain their membership in the Association from year to year unless they request otherwise, and pay no membership fee.
Honorary members have the rights to attend all meetings of the Association and to have a deliberative voice therein but, unless they pay membership fees, or are Past Presidents of the Association, do not have the rights to vote, to hold office or to propose or second resolutions.

7. Special memberships

Student Membership
1. Subject to paragraph 2(6), a person who is enrolled in undergraduate studies in law (LL. B., LL. L. or J. D.) at a recognized Canadian law school, or is articling, or is a Canadian citizen studying at a recognized foreign law faculty, or is enrolled full time in studies required by a law society or the National Committee on Accreditation to be called to the bar in Canada, and who pays the annual fees or other fee fixed by the Regulations, is eligible for Student membership.
2. Student members have the right to attend all meetings of the Association, and to have a deliberative voice therein, but do not have the rights to vote, to hold office or to propose or second resolutions, except as permitted in the Bylaws or Regulations.
3. A Student member ceases to be such a member:
  1. when the member is called to the bar in Canada;
  2. if the member fails to be called to the bar within a reasonable period of time, but in any event, no longer than four years.
4. Except when a Student member requests otherwise, when the member is called to the bar in Canada the member becomes an Active (Regular) member of the Association.
Scholar Membership(repealed; AGM, 23-01-A, Feb 2023)
Associate Membership
1. A person may be admitted to Associate membership in the Association who is not a member of a law society in Canada, and who holds no recognized Canadian law degree, and who is:
  1. a member in good standing of a law society outside Canada;
  2. a judge or retired judge of any court of record outside Canada;
  3. a notary licensed to practice law outside Canada; or
  4. an executive employee of a foreign Bar Association;
  and who pays the annual fees or other fee fixed by the Regulations and any special levies fixed pursuant to article 8.
2. Associate members have the rights to attend all meetings of the Association and to have a deliberative voice therein, but do not have the rights to vote, to hold office or to propose or second resolutions.
Retired Membership
1. Subject to paragraphs 2(2) and (5), an Active (Regular) member who is 60 years of age or over or who has been a member in good standing of a law society for at least 20 years, and who has retired from the active practice of law or from the Bench by permanently resigning from the law society or the Bench, is a Retired member and shall pay the annual fees or other fee fixed by the Regulations and any special levies fixed pursuant to article 8.
  A person who has been permitted to resign or retire arising from a disciplinary procedure of the law society or the Bench is not eligible to be a Retired member.
2. Retired members have the right to attend all meetings of the Association and to have a deliberative voice therein, but do not have the rights to vote, to hold office or to propose or second resolutions.
3. A Retired member who ceases to be retired from the active practice of law will be an Active (Regular) member of the Association and the membership fees fixed in the Regulations will apply.

8. Special Levies

Special levies may be made on members of the Association or any class of members by resolution of the Board, or within each Branch by the Branch Executive.

9. Suspension and Disqualification

A member is suspended or disqualified under the following circumstances:

A member who ceases to be a member in good standing of a law society by reason of disciplinary action or removal from office, ceases to be a member of the Association.
A member is suspended or lapsed for non-payment of fees as prescribed by Regulation.
A member may, after due process be suspended or expelled from membership for misconduct in the member's relations to the Association or in the profession, on resolution of the Board of Directors.

III General Meetings

10. General Meetings

The General Meetings of the Association are:

the Annual Meeting;
any Special Meeting.

11. Annual Meetings

The Annual Meeting of the Association shall be held at the time and place specified by the Board of Directors, not more than 15 months following the preceding Annual Meeting and not later than six months after the end of the Association’s preceding fiscal year. The Board of Directors may resolve that an Annual Meeting be held outside Canada.

12. Special Meetings

The Board of Directors may call a Special Meeting of the Association, to be held at the time and place in Canada specified by them.
The Board shall call a Special Meeting on written requisition of the Branch Executives of at least one half of the Branches that have in aggregate at least one half of the voting members of the Association.

13. Notice of Meetings

Notice of a General Meeting shall be given to members no more than 60 days and no fewer than 30 days before the meeting date.
Notice may be given by one or more of the following methods:
1. by mail, courier, electronic or telephonic means, or personal delivery to each member;
2. in a publication of the Association that is sent to all members.
For a Special Meeting, the notice shall state the purpose for which the meeting is called.

14 Quorum

One hundred voting members of the Association present shall constitute a quorum for a session of a General Meeting of the Association. No business shall be conducted at a session of a General Meeting unless quorum is present at the commencement of the session.
If a quorum is present at the beginning of the meeting, decisions made later in meeting are valid even if quorum may not exist at the time of the decision.

15. Conduct of Meetings

A General Meeting 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. Participation in the meeting constitutes presence at the meeting for the purpose of determining quorum. Members may not vote by proxy.

16. Rules of Order

Robert's Rules of Order for public meetings govern the proceedings unless otherwise provided by the Regulations.

17. Business at the Annual Meeting

At each Annual Meeting of the Association:

the President shall deliver an address to report on the business of the Association and on other topics the President may select;
the members shall review and consider reports of the Board of Directors and its committees;
the members shall review and consider the audited financial statements
the members shall appoint the auditor of the Association, who shall be a Chartered Professional Accountant;
the members shall consider and vote on resolutions;
the members shall conduct any other business that may be properly brought before the meeting.

IV Board of Directors

18. Composition

The Board of Directors of the Association consists of 20 people who, collectively, must reflect the diversity of the legal profession:

the President;
the Vice President, who is elected from amongst the Board members;
one Board member appointed by each Branch Executive;
one Board member appointed by the Executive Committee of the CBA In-House Lawyers;
one Board member appointed by the Board who is Indigenous;
one Board member appointed by the Board to address gaps in lived experience as members of equity-deserving groups, as defined in the definition of diversity in article 1;
the Chair of the Young Lawyers Section or the Chair’s designate;
one Board member elected by the National Section Chairs;
the Chief Executive Officer, as a non-voting member. (24-01-A, Feb 2024)

19. Qualification of Board Members

Each Board member shall:
1. be an individual of at least 18 years of age;
2. be an Active (Regular) member in good standing of the Association;
3. not have been declared incapable by a court in Canada or in another country;
4. not have the status of a bankrupt.
Repealed (24-01-A, Feb 2024)

20. Term of Office

Each Board member serves a term of two years.
The President and Vice President serve a term of one year.
A Board member is eligible to serve up to two additional one-year terms.
(3.1) No Board member is eligible to serve on the Board for more than four consecutive years unless they are elected as Vice President.
The President and Vice President are not eligible to hold those offices for more than one term. (24-01-A, Feb 2024)

21. Duties, Responsibilities and Authority of Board

The Board of Directors is responsible to the members of the Association for the implementation of the policies and the operations of the Association. It manages or supervises the management of the activities and affairs of the Association in consultation with the staff, and in accordance with the Act of Incorporation, Bylaws and Regulations of the Association. The Board exercises the executive power of the Council pursuant to paragraph 4(2) of the Act of Incorporation.
Without limiting the generality of this article, the Board has the following specific duties, in accordance with this Bylaw:
1. to develop and oversee implementation of a comprehensive long-term plan of at least five years’ duration to achieve the goals and objectives of the Association;
2. to establish ways and means to achieve the goals and objectives of the Association;
3. to ensure diversity throughout the Association;
4. to foster a culture of robust communication and consultation to inform key policies, seeking participation from members, Branches and Sections;
5. to convene a Leadership Forum at least once a year to facilitate advisory discussions amongst the Board members, Branches and Sections;
6. to approve plans, projects and strategies;
7. to adopt regulations and policies, subject to paragraph 70(3);
8. to create or dissolve Board Committees, Subcommittees, Task Forces and Editorial Boards, and to appoint members to them;
9. to supervise and direct the Committees, Sections, employees and agents of the Association;
10. to approve an annual budget for the Association;
11. to oversee and maintain the financial health of the Association and ensure adequate financial resources;
12. to adopt an investment policy for the Association;
13. to enhance liaison and harmonization between the Association and its Branches;
14. to report to each General Meeting of the Association; and
15. to appoint, direct and evaluate the Chief Executive Officer.

22. Duties, Responsibilities and Authority of President

The President is responsible to and reports to the Board of Directors and through it to the members of the Association.
Without limiting the generality of this article, the President has the following specific duties, in accordance with this Bylaw:
1. is an advocate for the interest of the members within and outside Canada;
2. gives leadership to all of the affairs and activities of the Association;
3. presides at and attends all meetings of the Board of Directors. The President coordinates the agenda, material and reporting responsibilities together with the Chief Executive Officer;
4. reports to General Meetings of the Association and to Branch meetings on behalf of the Board of Directors;
5. is responsible for liaison between the Association and its Branches and coordination of National and Branch activities;
6. sets the agenda for each Leadership Forum, in consultation with the participants;
7. is spokesperson for the Association in dealing with the media;
8. other duties that the Board may assign.
The President may delegate to Board members, members or staff of the Association any portion of the functions, duties, responsibilities and authority of the President, as the President deems appropriate or necessary.

23. Duties, Responsibilities and Authority of Vice President

The Vice President, who is President-elect of the Association for the following year, assists the President in carrying out the duties of that office and acts for the President during the absence or inability of the President to act, and accepts any responsibility delegated by the President.

24. Duties, Responsibilities and Authority of Chief Executive Officer

The Chief Executive Officer of the Association is responsible to the Board of Directors and assumes the duties and responsibilities assigned by the Board. Between meetings of the Board, the Chief Executive Officer reports to the President. The Chief Executive Officer shall engage in no activity that might conflict with the other duties of the office, except with approval of the Board.
The Chief Executive Officer generally administers the affairs of the Association in accordance with the Bylaws, Regulations and policies.

25. Duties of Board Members

In exercising their powers and discharging their duties, every Board member shall:
1. act honestly and in good faith with a view to the best interests of the Association; and
2. exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.
Board members have complied with their duties under this article if they relied in good faith on:
1. financial statements of the Association represented to the Board member in a written report of the auditor of the Association fairly to reflect the financial condition of the Association; or
2. a report of a person whose profession lends credibility to a statement made by that person.

26. Conduct of Board Meetings

The Board of Directors may, subject to this Bylaw and the Regulations, meet for the conduct of business, adjourn or otherwise regulate its meetings as it sees fit.
The Board of Directors will meet at least four times a year, at the Annual Meeting and at other times and places fixed by the Board.
Calling of Meeting
Meetings may be called by the President, the Vice President, or any other two Board members, with the exception of the Chief Executive Officer.
Notice of Meeting
The Chief Executive Officer will give notice of a meeting of the Board to every Board member not less than seven days before the date of the meeting. Notice of a meeting is not necessary if all Board members are present, and none objects to holding the meeting, or if those absent have waived notice or otherwise signified their consent to holding the meeting. Notice of an adjourned meeting is not required if the time and place of the adjourned meeting is announced at the original meeting. No notice need specify the purpose or the business to be conducted at the meeting.
Quorum
The quorum for a meeting for the conduct of its business is a majority of its members. The Chief Executive Officer is not counted to determine quorum.
Voting
1. Each Board member has one vote.
2. Board members may not vote by proxy.
3. The President may vote only in the case of a tie.
Remote Participation
A Board member may participate in a meeting of the Board by means of a telephonic, electronic or other communication facility that permits all persons participating in the meeting to communicate adequately with each other, and a member participating is deemed to be present at that meeting.
Voting by Email
The Board may convene meetings and conduct votes by email in accordance with the Regulations.

27. Observers

Any member in good standing of the Association may attend a meeting of the Board of Directors as an observer.
The President may exclude observers from the meeting or any part of it.

28. Removal from Office

A Board member may be removed from office for failure to properly discharge the duties of that position by vote of 75% of the Board members voting. The Chief Executive Officer shall send notice to the Board of the intention to propose removal of the Board member to the Board at least 30 days before the meeting at which the matter will be considered. The Board member proposed to be removed will be given an opportunity to make representations at the meeting, personally or by advocate, as they may choose, after the motion to remove has been put but before the vote. The vote will be taken by ballot.
A Board member ceases to hold office on being disbarred or suspended, or on ceasing to be a member of the Association.
A Board member appointed under paragraph 18(3) ceases to hold office on relocating from the jurisdiction for which they were appointed to the Board unless authorized to continue by the Branch Executive in the jurisdiction for which they were appointed. (24-01-A, Feb 2024)

29. Vacancies on the Board

Where a Board member’s position becomes vacant after their appointment, whether by death, resignation, withdrawal, removal or disqualification, the entity that appointed them will appoint another Board member to fill the vacancy;
If the appointment to fill the vacancy occurs on or before six months after the first day of the fiscal year, the period from the appointment to the end of the term counts as one year in determining the term of office under article 20. (24-01-A, Feb 2024)

30. Vacancies in Presidency or Vice Presidency

Wher the President’s position becomes vacant, the Vice President becomes President.
Where the Vice President’s position becomes vacant:
1. after their election but before the last six months of their term, or
2. by death, resignation, removal or disqualification,
the vacancy will be filled by by-election.
Where the vacancy in paragraph 30(2) occurs on or before six months after the first day of the term of office, the period from the vacancy to the end of the term counts as one year in determining the term of office under article 20.
Where the Vice President fills a Presidential vacancy that occurs on or before December 15, the Vice Presidential vacancy will be filled by by-election, and the period from the vacancy to the end of the term counts as one year in determining the term of office under article 20.
Where the Vice President fills a Presidential vacancy that occurs after December 15, the Vice President-elect becomes Vice President upon election.

V Elections

31. Electors

The Board of Directors, the Branch Presidents and the National Section Chairs elect the Vice President for the following year. Where a person holds more than one of these offices, they are entitled to only one vote. (24-01-A, Feb 2024)

32. Candidates for Vice President

The Vice President is elected as follows:

The current Board members are eligible to run for election as Vice President for the following year.
A completed application must be received by the Chief Executive Officer on or before December 15.
Where December 15 falls on a Saturday, Sunday or statutory holiday, the deadline for filing is the first following business day.
If only one Board member applies to stand for Vice President, that candidate will be declared elected by the Chief Electoral Officer. If more than one Board member applies, there will be an election for Vice President by the electors.

33. Branch and Section Appointments to the Board of Directors

A Branch Executive, the CBA-IL Executive Committee, the Young Lawyers Section Executive Committee, and the National Section Chairs must give notice to the Chief Executive Officer on or before March 31 of their appointment for a vacant position on the Board of Directors.
Where March 31 falls on a Saturday, Sunday or statutory holiday, the deadline for giving notice is the first following business day. (24-01-A, Feb 2024)

33.1 Board Appointments to the Board of Directors

The Board members in paragraphs 18(5) and 18(6) are appointed as follows:

The Governance and Equity Committee will recruit at least three candidates for the position in article 18(5) who are Indigenous and who meet the qualifications in article 19;
The Governance and Equity Committee will identify the gaps in representation on the Board and will recruit at least three candidates whose lived experience as members of equity-deserving groups, as defined in the definition of diversity in article 1, can help address those gaps, and who meet the qualifications in article 19, for the position in paragraph 18(6);
The Governance and Equity Committee may also consider official language, stage of practice, practice type, and Section perspective and experience;
The Governance and Equity Committee may confer with any person about each candidate;
The Governance and Equity Committee will review the candidates, confirm each candidate’s eligibility and consent to be considered for appointment, and make a recommendation to the Board for a single candidate for each vacant position;
The Governance and Equity Committee’s report to the Board will include information about all eligible candidates, describing how the candidates meet the qualifications in article 19, the requirements in paragraphs 18(5) and 18(6) and any considerations under paragraph (3);
The Board of Directors, on the advice of the Governance and Equity Committee, will appoint one candidate to each vacant position. (24-01-A, 24-03-A, Feb 2024. In effect 1 Sep 2024)

34. Chief Electoral Officer

The immediate past President will act as Chief Electoral Officer. If the immediate past President is unwilling or unable to serve, the President will appoint another past President as Chief Electoral Officer.
The Chief Electoral Officer will rule on any questions relating to the nomination and election procedures. They may seek the advice of the Governance and Equity Committee but their rulings are final. A declaration by the Chief Electoral Officer of the result will be determinative of the elections. (24-03-A, Feb 2024)

35. Election of Vice President

The Chief Executive Officer conducts the election for Vice President.
Before sending the ballots, the Chief Executive Officer will publish information about the candidates, for access by the electors and all members of the Association.
The Chief Executive Officer will send a ballot to the electors. Ballots may be sent by regular mail or by electronic or other communications means. The last date for return of the ballots shall be not less than 45 days following the date they are sent to the electors by regular mail, or not less than 30 days following the date they are sent by electronic or other communications means.
The candidate receiving the most votes is elected.
In the case of a tie, the Chief Electoral Officer will cast the deciding vote. (24-01-A, Feb 2024)

36. Death, Incapacity or Withdrawal

Repealed
Repealed
If at any time between the close of nominations and the close of voting all candidates for Vice President die, become unable or are unwilling to serve, the Governance and Equity Committee may call for new nominations and recruit new candidates in the manner it determines. The Chief Electoral Officer will fix a new date for the close of nominations, which will be at least 30 days and not more than 60 days from the date on which the election procedure became inoperative.
If at any time between the close of nominations and the close of voting only one candidate for Vice President remains because of death, withdrawal or incapacity of the other candidates, that candidate will be declared elected by the Chief Electoral Officer.
The death, move, withdrawal or disqualification of a candidate between the distribution of ballots and the close of voting does not affect the election where at least two other candidates remain. (24-01-A, 24-03-A, Feb 2024)

VI Board Committees, Subcommittees and Task Forces

37. Board Committees

There are four committees of the Board of Directors:
1. Audit and Risk;
2. Finance;
3. Governance and Equity; and
4. Policy.
The Board may establish the mandate of each committee by Regulation.
The Board may establish subcommittees by Regulation, with an ongoing mandate and continuing functions, to report to a Board Committee.
The Board may establish task forces with a specified time-limited function, to report to a Board Committee.
The Board appoints members to the Board committees, subcommittees and task forces in accordance with the Regulations.
Each Committee, subcommittee and task force may meet to conduct business, adjourn or otherwise regulate its meetings as it sees fit, subject to its budget. (23-01-A, Feb 2023)

VII Sections

38. National Sections

Sections of the Association may be organized by Regulation for the study of particular areas of law or to serve a common interest group within the Association.
Procedures and criteria for establishing, merging or dissolving National Sections may be defined by Regulation, in compliance with Part A of the Sections Regulation.

39. Branch Sections

Sections of a Branch and may be organized by Regulation of the Branch for the study of particular areas of law or to serve a common interest group within the Branch.
Procedures and criteria for establishing, merging or dissolving Branch Sections and local Sections within the Branch may be defined by Regulation or policy of the Branch, in compliance with Part A of the Sections Regulation.
Sections in a Branch that does not adopt procedures and criteria under paragraph 39(2) will operate in compliance with Part B of the Sections Regulation.

40. Referrals

The Board of Directors shall refer special tasks and projects to relevant Sections and refrain from establishing special committees or task forces except under exceptional circumstances and shall rely on Sections to address and report on subjects and legislation important to the Association.

41. Eligibility

The President, Vice President and Branch Presidents are not eligible for election or appointment as Chair of a Section.
The Chair of a Section is not eligible to hold the office of Chair of two or more National Sections at one time unless authorized by the Governance and Equity Committee. (24-03-A, Feb 2024).

VIII Branches

42. Membership

All members of the Association resident in a province or territory constitute a Branch of the Association in that jurisdiction.
Members resident in the National Capital Region or in a province or territory other than that of their call or who are members of more than one law society may elect to belong to a Branch or Branches other than, or in addition to, that of their place of residence, provided they are a member of the law society in the designated Branch.

43. Bylaw

Each Branch has, for the purposes of its organization, the same powers as the Association has with respect to its organization and the conduct of its affairs, except to the extent that those powers may be limited by or under authority of the Bylaws of the Association.
Each Branch shall adopt a bylaw for the regulation of the affairs of the Branch. In the absence of a Bylaw, the Regulations relating to Branches apply
The Branch Executive Director shall send to the Chief Executive Officer of the Association a copy of the Branch Bylaw and all amendments adopted by the Branch no later than 14 days after adopted adopted.

44. Duties of Branch Presidents

In addition to the duties set out in the Branch Bylaw, each Branch President:

assists the President of the Association in carrying on the administration of the Association in the Branch;
devotes particular attention to the advancement of the Association in the Branch;
is responsible for liaison between the Branch and the Association and coordination of National and Branch activities;
for strictly provincial or territorial matters in the Branch, has the same rights and performs the same duties as the President of the Association;
files with the Chief Executive Officer a written report on the work of the Association in the jurisdiction of that Branch by July 30 each year, and at least 30 days before an in-person Leadership Forum.

45. Action on Provincial or Territorial Matters

In matters purely provincial or territorial in scope the Chair of each Branch Section, or the person designated by the Branch President, has power to take action approved by the Branch President to implement any report of or resolution passed by the Branch Section, provided the report or resolution is first approved by the Branch Council or Branch Executive.
If there is any question of whether the matter in the resolution or report is purely a provincial or territorial matter as distinct from a matter affecting the Association as a whole, the Branch President will submit the matter to the President of the Association who will consult with the Board of Directors and advise the Branch President of the ruling. The ruling of the President on the advice of the Board of Directors stands until the next General Meeting of the Association, and if not reversed at the General Meeting, is binding on the Branch President and Branch Executive.

46. Branch Corporation

A Branch may transfer its property to a corporation and conduct its financially significant operations by that corporation, provided:

the Board of Directors of the Association approves the draft application for incorporation;
if the proposed corporation is to have share capital, all the shares are registered in the name of the Association;
if the proposed corporation is to be organized without share capital, membership is limited by the charter to members of the Board of Directors or of the Council of the Branch, and the charter provides that on dissolution of the corporation, its assets belong to the Association;
a draft agreement between the Association and the proposed corporation is tabled and approved by the Board of Directors of the Association which provides that the corporation will not seek any amendment to its charter without Association approval, and will at all times operate in the limits of the objects and of the policies of the Association and its Branch. (24-02-A, Feb 2024)

47. Cooperation with Governing Bodies

Each Branch of the Association will cooperate and work with the law society in its jurisdiction so that the public may be better served by the members of the Association.

IX Leadership Forum

48. Leadership Forum

The Board of Directors will convene a Leadership Forum at least once a year to facilitate advisory discussions amongst the Board members, Branches and Sections.

49. Participants

Participants at the Leadership Forum include the Board of Directors, the Branch Presidents, the Sections Subcommittee of the Governance and Equity Committee, the Young Lawyers Section Chair, the CBA In-House Lawyers Section Chair, the Management Team, and any other persons that the Board sees fit to invite. (24-03-A, Feb 2024)

50. Agenda

The President sets the agenda for each Leadership Forum, in consultation with the participants.

X Resolutions

51. Consideration of Resolutions at General Meetings

All pronouncements by the Association on matters of policy and public interest shall be authorized by a resolution adopted by a majority of the members voting on it at a General Meeting of the Association, except as otherwise provided in the Bylaws or Regulations.

52. Bylaw Amendments

Any resolution proposing an amendment to these Bylaws or the Regulations shall be dealt with pursuant to article 70.

53. Notice of Resolutions

Resolutions to be proposed at a General Meeting shall be given to the Chief Executive Officer not later than 60 days before the commencement of the meeting at which the resolutions are to be presented, in the form prescribed by the Regulations and accompanied by the information set out in the Regulations or established by the Policy Committee. (23-01-A, Feb 2023)

54. Late Resolutions

Resolutions not given to the Chief Executive Officer by the deadline set in article 53 may still be considered at a General Meeting:

if the Policy Committee agrees; or
if the Committee’s refusal to agree is overruled or the requirements for its agreement are waived, by the decision of members at the General Meeting. (23-01-A, Feb 2023)

55. Consideration of Resolutions between General Meetings

The Board of Directors may adopt Regulations governing a process for members to consider and vote on resolutions on questions of policy or public interest between General Meetings of the Association.

56. Action on Resolutions

The Board of Directors shall take such immediate action as required on any resolutions adopted in accordance with this Part, and file a written report at each General Meeting on the action taken and the results of that action. The Board may appoint one or more Board Committees, Subcommittees, Sections or Task Forces to assist on the follow-up action.

XI Public Statements

57. On Behalf of the Association

Statements on matters of policy and public interest on behalf of the Association are the prerogative of the President and, in the President's absence, the Vice President.
Such matters shall be supported by a resolution adopted at a General Meeting of the Association or in accordance with this Bylaw or the Bylaw in force at the time it was adopted.
Where there is no relevant resolution, the subject shall be referred to Board of Directors for consideration whenever practicable. The statement may be approved by the Board or referred to a General Meeting of the Association.
When the subject matter is, in the opinion of the President, of sufficient importance and urgency that a statement cannot await the direction of the Board of Directors or a General Meeting of the Association, then the statement may be approved:
1. by the President and Vice President where practicable;
2. failing that, by the President alone.

58. By Sections

Section Chairs may make statements on matters of policy and public interest supported by a resolution adopted at a General Meeting of the Association, or in accordance with this Bylaw or the Bylaw in force at the time it was adopted.
Where there is no relevant resolution, a statement shall be supported by the Section Executive and approved by the Policy Committee of the Board.
Where it is not practicable to comply with paragraph 58(2), supported by the Section Executive and approved by the President, provided that the statement is clearly attributed only to the Section and not to the Association.

59. Judicial Members

Any resolution or statement of the Association on a matter of policy or public interest shall not be construed as the position of the Judges Section or of any Judicial member.

60. Conflict of Interest

Every member preparing, commenting on, approving or presenting a public statement on behalf of the Association or a Section must disclose on a confidential basis to the Chief Executive Officer or designate, any material interest in the subject matter of the statement by specific employment or representation of a client, as soon as the interest becomes apparent to the member
Where the member is of the view that disclosing the material interest is not appropriate, the member shall withdraw from preparing, commenting on, approving or presenting the public statement.

XII Eligibility and Term of Office

61. Term

A term of office commences on the first day of the fiscal year.

62. Eligibility

All office holders, being members in good standing of the Association, are eligible for reappointment or re-election for another term, except as otherwise provided in the Bylaws or Regulations.

XIII Indemnification

63. Limitation of Liability

Subject to the Canada Not-for-Profit Corporations Act and to article 66, the Association shall indemnify a Board member, a former Board member or another individual who acts or acted at the Association’s request as a Board member, or an individual acting in a similar capacity, of another entity, and their heirs and legal representatives against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with the Association or other entity.

64. Advance of Costs

Subject to article 66, the Association shall advance moneys to a Board member or other individual for the costs, charges and expenses of a proceeding referred to in article 63. The individual shall repay the moneys if the individual does not fulfil the conditions of article 65.

65. Limitation

The Association may not indemnify an individual under article 63 unless the individual:

acted honestly and in good faith with a view to the best interests of the Association, or, as the case may be, to the best interests of the other entity for which the individual acted as Board member or in a similar capacity at the Association’s request; and
in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the individual had reasonable grounds to believe that their conduct was lawful.

66. Derivative Actions

The Association shall, with the approval of a court, indemnify an individual referred to in article 63, or advance moneys under article 64, in respect of an action by or on behalf of the Association or other entity to procure a judgment in its favour, to which the individual is made a party because of the individual’s association with the Association or other entity as described in article 63 against all costs, charges and expenses reasonably incurred by the individual in connection with such action, if the individual fulfils the conditions set out in article 65.

67. No Restriction

The Association will also indemnify the individuals referred to in article 63 in any other circumstances that the Canada Not-for-Profit Corporations Act permits or requires. Nothing in this Bylaw will limit the right of any person entitled to indemnity to claim indemnity apart from the provisions of this Bylaw.

68. Insurance

The Association will maintain in force the directors and officers liability insurance as may be approved by the Board.

XIV Fiscal Year

69. Fiscal Year of the Association

The fiscal year of the Association ends on August 31 of each year.

XV Amendments to Bylaws

70. Adoption, Amendment or Rescission

Bylaws for the proper administration of the affairs of the Association may be adopted, amended or rescinded by resolution at a General Meeting of the Association, by a vote of a majority of the members voting at any session of the meeting.
A Bylaw, amendment or rescission dealing with membership fees, Branch Sections, Branch finances and budgeting or Branches must be approved under paragraph 70(1) and by the Executive of at least one half of the Branches that have in aggregate at least one half of the voting members of the Association.
A Regulation, amendment or rescission dealing with membership fees, Branch Sections, Branch finances and budgeting or Branches must be approved by the Board of Directors of the Association and by the Executive of at least one half of the Branches that have in aggregate at least one half of the voting members of the Association.

71. Notice

Notice of any proposed Bylaw, amendment or rescission signed by at least ten members shall be given to the Chief Executive Officer not less than 60 days before a General Meeting. The Chief Executive Officer shall communicate the proposals to the Governance and Equity Committee. The Chief Executive Officer shall give written notice of the proposals to all members of the Association not less than 30 days before a General Meeting. If the proposed Bylaw, amendment or rescission is recommended by the Board of Directors the 60-day notice requirement does not apply. (24-03-A, Feb 2024)

72. Correction

On the adoption of an amendment or rescission to the Bylaws or Regulations, the Governance and Equity Committee may correct punctuation or grammar and change the numbering, where appropriate, if the correction does not change meaning, and may make conforming changes in the Bylaws and Regulations. (24-03-A, Feb 2024)

CBA Administrative Law, and Labour and Employment Law Confe