CSA Rules and Guidelines for Operations (Revised 2020 06 15)

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Bylaws

(2014)

A by-law relating generally to the conduct of the affairs of
Canadian Society of Agronomy Inc.
(the “Corporation”)
BE IT ENACTED as a by-law of the Corporation as follows:

 

In this by-law and all other by-laws of the Corporation, unless the context otherwise requires:

  • “Act” means the Canada Not-For-Profit Corporations Act S.C. 2009, c. 23 including the Regulations made pursuant to the Act, and any statute or regulations that may be substituted, as amended from time to time;
  • “articles” means the original or restated articles of incorporation or articles of amendment, amalgamation, continuance, reorganization, arrangement or revival of the Corporation;
  • “board” means the board of directors of the Corporation and “director” means a member of the board;
  • “by-law” means this by-law and any other by-law of the Corporation as amended and which are, from time to time, in force and effect;
  • “meeting of members” includes an annual meeting of members or a special meeting of members; “special meeting of members” includes a meeting of any class or classes of members and a special meeting of all members entitled to vote at an annual meeting of members;
  • “ordinary resolution” means a resolution passed by a majority of not less than 50% plus 1 of the votes case on that resolution;
  • “proposal” means a proposal submitted by a member of the Corporation that meets the requirements of section 163 (Shareholder Proposals) of the Act;
  • “regulations” means the regulations made under the Act, as amended, restated or in effect from time to time; and
  • “special resolution” means a resolution passed by a majority of not less than two-thirds (2/3) of the votes cast on that resolution.

In the interpretation of this by-law, words in the singular include the plural and vice-versa, words in one gender include all genders, and “person” includes an individual, body corporate, partnership, trust and unincorporated organization.

Other than as specified above, words and expressions defined in the Act have the same meanings when used in these by-laws.

Deeds, transfers, assignments, contracts, obligations and other instruments in writing requiring execution by the Corporation may be signed by any two (2) of its officers or directors. In addition, the board may from time to time direct the manner in which and the person or persons by whom a particular document or type of document shall be executed. Any person authorized to sign any document may affix the corporate seal (if any) to the document. Any signing officer may certify a copy of any instrument, resolution, by-law or other document of the Corporation to be a true copy thereof.

The financial year end of the Corporation shall be determined by the board of directors.

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

The directors of the Corporation may, without authorization of the members,

A. borrow money on the credit of the corporation;

B. issue, reissue, sell, pledge or hypothecate debt obligations of the corporation;

C. give a guarantee on behalf and

D. mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the corporation, owned or subsequently acquired, to secure any debt obligation of the corporation.

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

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

There shall be two classes of membership – voting and non voting (honorary) members. Each voting member shall be entitled to receive notice of, attend and vote at all meetings of the members of the Corporation. Voting membership shall be open to all graduates of recognized Universities that are engaged in agronomic and related work, or to any person who is a qualified Certified Crop Adviser in good standing, upon payment of the fees as designated by the board. The board shall have the power to accept, in special circumstances, a member who does not have the qualifications as described.

Non-voting members are as allowed and assigned by the board, and are typically honorary members representing other professional societies related to agronomy.

A membership may only be transferred to the Corporation. Pursuant to Section 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendment to add, change or delete this section of the by-laws.

Notice of the time and place of a meeting of members shall be given to each member entitled to vote at the meeting by the following means:

  1. by mail, courier or personal delivery to each member entitled to vote at the meeting, during a period of 21 to 60 days before the day on which the meeting is to be held; or
  2. by telephonic, electronic or other communication facility to each member entitled to vote at the meeting, during a period of 21 to 35 days before the day on which the meeting is to be held.

There shall be one member`s meeting each year that is designated by the board as the annual general meeting. Pursuant to subsection 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendment to the by-laws of the Corporation to change the manner of giving notice to members entitled to vote at a meeting of members.