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Bylaws of the Canadian Association on Water Quality
February 2010
1. GENERAL
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1.1
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CAWQ shall prohibit the use of its name for any purpose other than the advancement of its objectives.
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1.2
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Presentations at the research symposia and papers for publication in the Water Quality Research Journal of Canada may be in English or French.
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2. ACTIVITIES
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2.1
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The CAWQ promotes its goals and objectives and those of the IWA by:
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a)
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promoting Canadian individual, corporate, sustaining, honorary, and student memberships in CAWQ;
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b)
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publishing the Water Quality Research Journal of Canada;
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c)
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organizing and promoting regional and national symposia on water quality research and/or control in Canada;
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d)
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co-operating with other organizations which have similar objectives and interests;
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e)
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representing Canada through the CNC-IWA, thereby presenting and promoting the goals of CAWQ to the IWA, presenting Canadian views on the policies and activities of the IWA, and participating in the activities of the IWA and undertaking various assignments related thereto;
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f)
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promoting Canadian individual, corporate, sustaining, honorary, and student memberships in the IWA;
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g)
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promoting IWA symposia in Canada;
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h)
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providing editorial services as required for IWA publications;
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i)
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providing competent reviewers for papers submitted to IWA symposia and publications; and
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j)
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providing moral and financial support for Canadian participants in IWA activities.
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e)
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promoting Canadian individual, corporate and student memberships in the IWA;
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f)
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promoting IWA conferences in Canada;
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g)
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providing editorial services as required for IWA publications;
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h)
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providing competent reviewers for papers submitted to IWA symposia, conferences and publications; and
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i)
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providing moral and financial support for Canadian participants in IWA activities.
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3. MEMBERSHIP
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3.1
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Corporate Membership
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a)
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Eligible corporate members shall include, but not be limited to, the following: (i) professional, scientific and learned societies; (ii) non-profit research institutes; (iii) universities and allied research groups, and (iv) industrial and commercial firms.
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b)
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Corporate member organizations shall appoint an individual to act on behalf of and represent the views of the organization. Such appointed representatives, as may be determined by the Executive Committee, shall possess an adequate knowledge of water quality research and/or control.
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c)
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The term of office of appointed representatives shall be 2 years, beginning 01 April of odd-numbered years through 31 March of the following odd-numbered year. Selection of these appointed representatives shall be made by the organization they represent and report to the Secretary of the Executive Committee by 31 December prior to the term starting the following 01 April.
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3.2
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Sustaining Members
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a)
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Sustaining member organizations shall appoint an individual to act on behalf of and represent the views of the organization. Such appointed representatives, as may be determined by the Executive Committee, shall possess an adequate knowledge of water quality research and/or control.
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b)
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The term of office of appointed representatives shall be that defined in Bylaws clause 3.1c) above.
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3.3
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Membership Fees
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a)
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Annual membership fees, as established from time to time by the Executive Committee, shall be assessed to members. Fee payment schedules will be determined by the Executive committee.
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b)
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If a member does not pay membership fees according to the fee payment schedule and fails to indicate that immediate payment is forthcoming, that membership shall be terminated.
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3.4
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Rights and Privileges
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a)
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All members of CAWQ shall have the right to receive all general communications issued by CAWQ, the Water Quality Research Journal of Canada, and reduced registration fees to attend any CAWQ-sponsored symposium or other event.
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b)
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All members shall have the right to attend general meetings of CAWQ.
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c)
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All members, with the exception of student members, shall be entitled to one vote each on all motions of business of CAWQ and shall be eligible to stand for election or appointment as an Officer of the CAWQ.
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d)
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If the appointed representative of a corporate member cannot attend a meeting, that corporate member may name an alternate.
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e)
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An individual may represent more than one organization but shall not be entitled to more than one vote.
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3.5
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Responsibility
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CAWQ shall not assume any responsibility whatsoever for any unauthorized actions taken or opinions expressed by its members.
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4. OFFICERS
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4.1
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Directors
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a)
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Up to two regional Directors shall be appointed to represent each of the following regions of Canada: (i) Pacific Region, (ii) Western Region, (iii) Central Region, (iv) Eastern Region, and (v) Atlantic Region.
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b)
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Special Directors shall be appointed from time to time as required.
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4.2
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Term of Office
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a)
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The term of office of Officers shall be a nominal 2 years starting immediately after adjournment of the Annual Meeting (Bylaws Clause 7.1b) held in odd-numbered years, and ending with adjournment of the Annual Meeting held in the subsequent odd-numbered year.
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b)
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The President shall be elected for a 2-year term and shall normally be eligible for re-election for only one further consecutive term. All other elected Officers shall be eligible for re-election. The appointed Officers shall serve for a 2-year term and be eligible for re-appointment for subsequent 2-year terms at the pleasure of the Executive Committee.
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4.3
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Eligibility for Office
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All candidates for office on the Executive Committee and the CNC-IWA must be voting members of CAWQ and in good standing.
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a)
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President. To be eligible for the office of President of CAWQ, the candidate must have served at least one full term as an Officer of CAWQ (Constitution Clauses 4.1 and 4.3).
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b)
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Appointed CNC-IWA members. The appointed CNC-IWA members shall be selected from the elected Officers or from the membership at large.
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c)
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Other Officers. All other Officers elected by the membership or appointed by the Executive Committee shall be drawn from the ranks of the outgoing Executive Committee or from the membership at large.
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4.4
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Election
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a)
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Nominations. A Nominating Committee composed of at least three members shall submit to voting members, not later than 8 weeks prior to the Annual Meeting preceding the commencement of the next term of office, a list of candidates containing at least one nominee for each of the offices that are to be filled. Two or more members may nominate additional eligible individuals for any of the offices by filing the name of the nominee in writing with the Secretary not later than 4 weeks prior to the Annual Meeting. All the nominees must have agreed in writing to serve if elected.
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b)
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Ballots. If there is more than one candidate for any of the offices to be filled, a ballot is required. If there is only one nominee for each office, candidates will be declared elected by acclamation.
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c)
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Vacancies. Vacancies occurring in any office shall be filled by vote of the Executive Committee for any non-expired portion of the term.
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4.5
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Powers and Duties
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a)
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Executive Committee. The functions of the Executive Committee of CAWQ shall be (i) to manage the property and transact the business of CAWQ; (ii) to adopt amendments to the Bylaws; (iii) to adjust as appropriate the membership fees, symposia registration fees, and journal subscription rates; (iv) to appoint the following Officers and Working Committee Heads (Constitution Clause 4.3): appointed CNC-IWA Members (Constitution Clause 4.3a), Directors (Constitution Clause 4.3b), organizers of the Atlantic, Eastern, Central ,Western, and Pacific Canadian Symposia on Water Quality Research; organizers of biennial, regional, and specialized symposia of the IWA to be held in Canada, Editor-in Chief of the Water Quality Research Journal of Canada, and Chairpersons of other appropriate Working Committees; (v) to appoint a Nominating Committee when required (Bylaws Clause 4.4a); (vi) to request that a corporate or sustaining member replace its appointed representative on CAWQ when the representative is unacceptable to the majority of the Executive Committee; (vii) to make definitive final interpretations of any portion of the Constitution and Bylaws; (viii) to be constituted and recognized as the CAWQ authority on the CNC of IWA in accordance with the IWA Constitution subject to Constitution Article 6); (ix) to approve all proposals for the organization of the Canadian Symposia on Water Quality Research and of biennial, regional, and specialized symposia of the IWA to be held in Canada; (x) to designate alternate Canadian member or members for the CAWQ CNC-IWA to attend an IWA Board meeting (Bylaws Clause 6.3); and (xi) to appoint individuals to act on behalf of CAWQ to further the activities of the IWA, subject to CAWQ approval.
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b)
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President. The President shall (i) administer the affairs of CAWQ; (ii) preside at all meetings of CAWQ, its Board of Directors (Constitution Clause 5.1), and its Executive Committee; (iii) ensure that all resolutions approved at these meetings, CNC-IWA meetings, and IWA board meetings are acted upon; (iv) with the consent of the Executive Committee, establish Working Committees to carry out specific tasks to enable CAWQ to fulfill its objectives; (v) represent the interests of CAWQ on the CNC-IWA as one of its accredited official representatives (hereinafter designated as the "statutory" CNC-IWA member); and (vi) perform all other duties normally incident to his office as assigned by CAWQ or by its Executive Committee or Board of Directors.
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c)
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Vice President. Five Vice-Presidents shall be elected. Each Vice-President shall have responsibilities as determined by the Executive Committee. The Vice-President shall (i) administer the affairs of their respective Working Committees; (ii) ensure that the responsibilities and duties of their respective Working Committees are discharged in an effective and efficient manner; (iii) present at each Annual Meeting of CAWQ a report on the activities of their Working Committees; and (iv) assist the President of CAWQ. In the absence of the President, one of the Vice-Presidents will be appointed to assume all the responsibilities that pertain to the office of President of CAWQ. The Vice-President selected to assume this responsibility shall be determined by the Executive Committee.
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d)
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Secretary. The Secretary of the Committee shall (i) issue notice of meetings of CAWQ, of its Board of Directors (Constitution Clause 5.2) and of the Executive Committee; (ii) record minutes of Board meetings; (iii) provide reports as directed by the Executive Committee to the CNC-IWA; (iii) perform such additional duties as may be assigned from time to time by the President of the CNC-IWA. At all meetings at which the Secretary is not present, a secretary will be appointed from those members in attendance to record minutes.
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e)
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Treasurer. Except as otherwise specified in the Bylaws, the Treasurer of CAWQ shall (i) have charge and custody of, and be responsible for, all funds and valuable effects of CAWQ; (ii) issue to members notices of membership fees payable; (iii) issue to subscribers of the Water Quality Research Journal of Canada notices of subscription fees payable; (iv) receive payments due and issue receipts as required and, where appropriate, issue such receipts in compliance with the Income Tax Regulations, Part XXXV, paragraph 3501 "Charitable Organizations and Amateur Athletic Associations - Contents of Receipts"; (v) cause funds to be disbursed by cheque or drafts signed by the designated signing authorities; (vi) be responsible for the accuracy of the amounts of and preserve paper vouchers for all money disbursed; (vii) in compliance with the Income Tax Act, provide the Department of National Revenue with any change of name or address and the Annual Return of Information, as described in Information Circular No. 73-11R, "Registered Canadian Charitable Organizations", paragraphs 21 and 25; (viii) submit at each Annual Meeting of CAWQ a financial report showing the complete receipts and disbursements for the preceding year, and a financial projection for the subsequent year; and (ix) perform such additional duties as may be assigned from time to time by the President or the Executive Committee.
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f)
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Appointed CNC-IWA Members. The appointed CNC-IWA members shall (i) represent the interests of CAWQ in CNC-IWA and on the IWA Board; (ii) provide a report to the CAWQ Board of Directors on the proceedings and activities of the CNC-IWA; (iii) provide a report to the CNC-IWA and to CAWQ on the proceedings and activities of the IWA Board; (iv) perform such additional duties as may be assigned from time to time by the President or the CNC-IWA.
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g)
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Appointed Directors. The appointed Directors shall perform such duties as may be assigned from time to time by the President of the Executive Committee.
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h)
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Appointed CNC-IWA Members. Together with the Executive Committee of the CAWQ, the appointed CNC-IWA members shall consider and rule on all national matters which directly pertain to the activities of and relationship with CNC-IWA and IWA.
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5. WORKING COMMITTEES
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5.1
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Appointment
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The Executive Committee may appoint Working Committees from time to time to further the goals and objectives of the CAWQ.
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5.2
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Powers and Duties of Working Committee Heads (Managers, Editors, Chairpersons)
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a)
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Working Committee Heads may be selected from elected Officers or from the membership of CAWQ at large. An individual may be appointed Head of more than one Working Committee as deemed necessary or desirable by the Executive Committee.
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b)
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All Working Committee Heads shall submit a report to the CAWQ on a timely basis.
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c)
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Managers of Canadian Symposia on Water Quality Research and their committees shall organize symposia on a regular basis; distribute symposia announcements and calls for papers; receive, review, and select papers for presentation; and undertake all duties normally associated with the organization and administration of such scientific meetings.
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d)
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Organizers of regional and specialized symposia of the IWA and their committees shall, as the Canadian initiator of such symposia, discharge the duties and responsibilities as defined in the IWA Operating Procedures for Regional and Specialized Symposia.
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e)
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The Editor-in-Chief of the Water Quality Research Journal of Canada, with the assistance of Associate Editors and the Managing Editor, shall provide editorial services for the publication of this journal, including receiving papers for publications, distributing copies of the papers to referees for confidential critical review; resolving any differences of opinion among and between the author and the referees; and accepting, rejecting, or recommending modification of papers based on the critical reviews.
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f)
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The Managing Editor of the Water Quality Research Journal of Canada shall arrange for and administer the publication of the journal in accordance with the CAWQ-NWRI Publication Agreement, dated June 1, 1993.
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6. CNC-IWA BOARD
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6.1
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The term of office of the appointed CNC-IWA members shall be a nominal 2 years renewable at the pleasure of the Executive Committee (Bylaws Clause 4.2a).
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6.2
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The term of office of the statutory CNC-IWA member shall correspond to the term of office of the President of CAWQ (Bylaws Clause 4.2b).
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6.3
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In the event that a CNC-IWA member is unable to attend a CNC-IWA meeting or an IWA Board Meeting, the Executive Committee may designate an alternate with full power for the meeting.
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7. PROCEDURES
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7.1
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Meetings
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a)
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Frequency. Meetings of CAWQ, its Board of Directors, its Executive Committee and the CNC-IWA shall be held at the call of the President. As expenses are not normally paid by CAWQ, such meetings shall ordinarily be called at such times and places to minimize cost of attendance by members.
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b)
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Annual Meeting. There shall be an Annual Meeting of CAWQ, normally to be held at the time and place of any one of the Atlantic, Eastern, Central, Western, or Pacific Canadian Symposia on Water Quality Research.
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c)
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Quorum. A quorum of a meeting of the Board of Directors or the Executive Committee of CAWQ shall be the President and fifty percent of the members of those bodies. A quorum of a general meeting of CAWQ shall be the President and fifty percent of the Executive Committee and the lesser of fifty percent of the membership or ten members in good standing.
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d)
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Proxy. A member of the Board of Directors, the Executive Committee of CAWQ or of the CNC-IWA who is unable to attend a meeting of these bodies may appoint a proxy to vote for the member provided that such appointment is in writing and is received by the President before the start of the meeting.
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e)
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Notice of Meetings. Notice shall be sent by the Secretary at least 30 days in advance for CAWQ meetings and 7 days in advance for meetings of its Executive Committee or its Board of Directors or of the CNC-IWA. Failure of a member to receive notification of a meeting will not invalidate any proceeding taken thereat.
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f)
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Business. The business of the CAWQ and of the CNC-IWA shall be carried on without purpose of financial gain for its members, and all funds acquired by CAWQ shall be used solely to promote its objectives.
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g)
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Voting. All matters properly brought into question shall be decided by a majority vote of those present and those voting by proxy, except where the Constitution provides for a greater ratio of favourable votes. In the case of equality of votes, the President shall have a second or casting vote. For the election of the Executive Committee, the Secretary shall scrutinize the ballots at the Annual Meeting. In the event of a tie for any office, a deciding vote shall be cast by the outgoing President.
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7.2
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Letter or Email Ballot
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a)
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Ordinary Business. If a vote of CAWQ is required but a meeting is not considered to be justified, a letter or email ballot may be authorized by the Executive Committee. The letter or email ballot shall state the issue, designate a date for return, and provide a means for the voting members to vote on the issue. A written ballot must be signed by the member and returned to the Secretary no later than the date designated for return. Any ballots received by the Secretary after the designated date, or which are not signed, shall be declared invalid. Email ballots must be submitted no later than the return date. Email ballots will be returned to the Secretary and copied to the President of CAWQ who will both ensure that no member has voted more than once.
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b)
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Election Ballot. The official election ballot, if required, shall be mailed by the Secretary not later than 14 days prior to the Annual Meeting to all voting members who shall signify on it their choice for the Officers. If such a member is unable to attend the Annual Meeting, the completed ballot shall be returned to the Secretary so as to be received prior to the Annual Meeting. Members attending the Annual Meeting shall deposit their ballots with the Secretary at that time. The ballot shall not be signed or otherwise identified by the member voting, but shall be enclosed and sealed in a special envelope provided for that purpose and sent to or deposited with the Secretary in an outer envelope on which the member's name shall appear. Ballots not conforming to this procedure shall be declared invalid and rejected.
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c)
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Decisions. A simple majority of votes shall be sufficient to decide ordinary business issues. Amendments to the Constitution shall require a two-thirds majority of the ballots cast, while amendments to the Bylaws shall require a simple majority (Constitution Clauses 7.1 and 7.2).
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7.3
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Financial Management
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a)
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Remuneration. No remuneration shall be paid to the Directors or Officers except for reasonable expenses.
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b)
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Indemnification. The Directors and Officers of the CAWQ are indemnified and saved harmless out of the funds of the Association except such costs, charges, or expenses as are occasioned by the Directors' or Officers' own wilful neglect or default.
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c)
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Safekeeping. All moneys, securities, and other valuable effects are to be deposited in the name and to the credit of the CAWQ in such chartered bank or trust company, or, in the case of securities, in such registered dealer in securities, as may be designated by the Board of Directors.
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d)
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Auditor. An auditor shall be appointed and independent financial statements shall be audited annually.
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7.4
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Powers and Duties of CAWQ
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CAWQ shall be empowered to (i) fix conditions for the admission of new members; (ii) terminate membership; and (iii) fix conditions for reinstatement of former members.
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Conferences