CONSTITUTION OF THE CANADIAN ASSOCIATION FOR

CONSTITUTION OF THE CANADIAN ASSOCIATION FOR
SECURITY AND INTELLIGENCE STUDIES

1. INTERPRETATION

1.01 Definitions and Interpretation. In the absence of an express provision to the contrary or unless the context otherwise requires, in this Constitution:

a.�� "Association" means the Canadian Association for Security and Intelligence Studies;

�� b.�� "Board" means the board of directors;

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�� c.�� "Constitution" means this document as amended from time to time;�

"Officer" means the president, vice president, or treasurer or any other person so designated in writing by the Board; and

d.�� "simple majority" means fifty per cent plus one of the vote case in a meeting.

2. OBJECTS OF THE ASSOCIATION

2.01 Objects of the Association. The objects of the Association are:

�� a.�� To encourage and promote the study and teaching of courses at Canadian universities and colleges in the field of security and intelligence;

b.�� To encourage research in the field of security and intelligence in the interest of higher education, scholarship and an informed public opinion;

c.�� To provide an interdisciplinary forum through which interested academics, professionals (serving or retired) and others can meet and discuss matters relating to intelligence and security;

d.�� To provide a body of resource expertise to the interested public in order to facilitate awareness and understanding of the activities of the intelligence and security community;

e.�� To hold an annual meeting and conference, as well as special conferences on particular themes;

f.�� To electronically publish regular information about the Association and its activities and other items pertinent to the Association's mandate;

g.�� To study the role of security and intelligence services in society, to foster the accumulation of knowledge about such activities, and to study the relationships between security and intelligence agencies and the governmental institutions and constitutional values of society.

2.02 Non-Profit Status. The Association shall be carried on without purpose of gain for its members and any profits or other accretions to the Association shall be used in promoting its objects.

3. SECRETARIAT

3.01 Secretariat. The Association will be served by a permanently established Secretariat, led by an appointed Executive Secretary and composed of personnel as from time to time decided by the Board. Permanent members of the Secretariat may be remunerated as annually agreed upon by the incumbent and the Board, as advised by the Executive Secretary. The Secretariat will be located in Ottawa, but may be moved elsewhere in the best interests of the Association, on approval of the membership.

4.0 BOARD OF DIRECTORS�

4.01 Composition. The Association shall be managed by a Board of Directors, to be known as the Board. The Board shall consist of no fewer than seven and no more than eleven Directors elected by the members. In addition, the immediate Past President of the Association shall be a member of the Board ex officio. The CASIS Web Administrator will also be an ex-officio member, where this post is not held by an elected Director.

4.02 Eligibility. Only regular members of the Association who are in good standing can be or remain Directors.

4.03 Election. Directors shall be elected for two year terms of office by a simple majority of members at the Annual General Meeting.

4.04 Resignation. A Director may resign his or her position by sending a letter of resignation to the President. �

4.05 Removal. Any Director may be removed from office before the end of his or her term by resolution adopted by simply majority at a special general meeting of members called for that purpose.

4.06 Replacement. Any Director whose position becomes vacant between Annual General Meetings may be replaced by simple majority vote of the Board of Directors. The Director appointed as a replacement shall serve for the unexpired term of his or her predecessor.

4.07 Remuneration. Directors shall receive no remuneration in connection with their services as Directors. They may be reimbursed for expenses incurred in carrying out their duties.

5.0 POWERS OF THE EXECUTIVE

5.01 Management. The Board shall administer all the affairs of the Association except for those matters expressly reserved to the members by the Constitution. The Board will be supported by a permanent Secretariat, led by an appointed Executive Secretary.

5.02 Powers of Delegation. The Board may delegate to a committee comprising one or more of its members, for such time and on such conditions as it may prescribe, any of its powers except those relating to:

�� a.�� Calling meetings of members or of the Board:

�� b.�� Filling vacancies on the Board, or among the Officers;

�� c.�� Determining the powers and duties of Officers; and

d. Determining the location of the Secretariat.

The Board may revoke such delegation at any time.

6. MEETINGS OF THE BOARD

6.01 Notice. Meetings of the Board may be called by the President and shall be held at such place and time as he or she shall determine. He or she shall call a meeting if requested to do so by any two Directors. If he or she fails to act on such a request within fourteen days, two Directors may call the meeting themselves. Notice of the meeting must be received by each Director at least five clear days before the date set for the meeting, or must be sent to his or her last known address so that it will, in the ordinary course of delivery, be received at that address five clear days before the date set for the meeting.

6.02 Annual Meeting. Unless the incoming President shall determine otherwise, there shall be a meeting of the newly elected Board following the Annual General Meeting, at a time and place to be determined by the President.

6.03 Place. Unless otherwise agreed by the Board, meetings of the Board shall be held at the Secretariat of the Association.

6.04 Quorum. The quorum at meetings of the Board shall be a majority of Directors. The quorum must be present for the whole of the meeting.

6.05 Voting. Every Director, including the chairperson of the meeting, has a vote. Decisions of the Board shall be made by simple majority vote. In case of tied vote, the Chairperson has no casting vote, but may vote if he or she has previously abstained.

6.06 Participation by Other Means. With the consent of a majority of the Board, a meeting may be held by means of a telephone conference or other electronic means.

6.07 Motions in Writing. A motion in writing, signed by all Directors eligible to vote thereon at a meeting of the executive shall have the same force and effect as if it had been passed at a meeting duly convened for that purpose.

7. OFFICERS

7.01 Officers. The officers of the Association shall be the President, Vice President, Treasurer, the Regional Representatives and the Executive Secretary.

7.02 Succession to Offices. The Officers of the Board may serve more than one term if so voted by the members at the Annual General Meeting.

7.03 Election of Officers. Immediately after the election of Directors, the members at the Annual General Meeting by simple majority shall elect from among the Directors those Officers whose positions have not been filled, pursuant to the Constitution, by an outgoing Officer's succeeding to that position.

7.04 Term of Office and Vacancies. The Officers of the Association shall remain in office until their successors are elected or appointed. The Board may fill, from among their number any vacancy in an office that occurs between Annual General Meetings.

7.05 Powers and Duties. Subject to the provisions of the Constitution, the powers and duties of the Officers of the Association shall be determined from time to time by the Board.

7.06 President. The President shall be the Chief Executive Officer of the Association. Unless unable to do so, he or she shall serve as chair at all meetings of the Board and of members of the Association.

7.07 Vice President. The Vice-President shall normally have responsibility for CASIS conference planning. If, on any occasion, the President is unable to act, the Vice President shall exercise the powers and carry out the duties of the President.

7.08 Treasurer. The treasurer shall have general administrative responsibility for the finances of the Association.

7.09 Executive Secretary. The Executive Secretary shall be appointed by the President, on approval of the Board. The Executive Secretary shall report to the President and shall be responsible for the effective and efficient management of the Secretariat, the routine administrative affairs of the Association as directed by the President, on behalf of the Board and shall support other Board business as required. The Executive Secretary is a permanent, paid position held at the pleasure of the Board and whose remuneration will be agreed upon annually by both the incumbent and the Board.

7.10 Regional Representatives. There shall normally be one Regional Representative from each of the following regions of Canada; Atlantic Canada, Quebec, National Capital Region, Ontario, the Prairie Provinces and British Columbia.

7.11 Other Officers. There shall be at least one CASIS Web Administrator. She or he shall be an ex-officio member of the Board.

8. NOMINATIONS

8.01 Nominating Committee. The nominating committee each year shall consist of a Chair and two to four other members designated by the Board. The Chair shall be the immediate Past President, or, if the Past President cannot act as Chair, the President.

8.02 List of Candidates. The nominating committee shall prepare a list of candidates for the election of Directors and officers at the Annual General Meeting. The list shall reflect, as far as possible, an appropriate distribution of candidates among the provinces and regions of Canada. The nominating committee shall report its slate of candidates to the Board, for approval by a simple majority of the Directors. The Board shall include the list with the notice of the Annual General Meeting. The notice shall also include the procedures by which additional candidates may be nominated for the election of Directors and Officers.

8.03 Changes in List. The election of Directors and officers shall be valid notwithstanding that the list of candidates prepared by the nominating committee, and included with the notice of the Annual General Meeting, is unavoidably incomplete or subject to changes before the meeting.

8.04 Other Nominations. Except as otherwise provided in the constitution, candidates for election as Directors or officers may be nominated by any member of the Association in writing to the Board at five clear days before the Annual General Meeting, or on the floor of the meeting.

9. MEMBERS

9.01 Categories. The Association shall be composed of regular members and honorary members. Only regular members shall have voting rights.

9.02 Regular Members. Anyone who pays the regular membership fee for the current year shall be a regular member.

9.03 Honorary Members. The Board, or the members at a meeting of the members, may confer honorary membership on any person who, in their opinion, deserves such an honour.

9.04 Membership Fees. The annual fees for regular membership in the Association shall be set by the members at an Annual General Meeting. The membership fee shall be payable annually within 30 days of receipt of a fee notice authorized by the Board, and in any event before the Annual General Meeting of the Association.

9.05 Termination of Membership. A general meeting of members may, by a resolution adopted by at least two-thirds of the members present, terminate the membership of a member for a cause that, in the opinion of the meeting, justifies such action.

10. GENERAL MEETINGS OF MEMBERS

10.01 Annual General Meetings. The Annual General Meeting of the Association shall be held at a place, date and time determined by the Board, and in any event before the expiration of eighteen months from the previous Annual General Meeting,

10.02 Business of the Meeting. The business of the annual general meeting shall be to:

a.�� Receive and approve the financial report of the previous year and a budget for the coming year;

b.�� Elect the Board from among the candidates nominated by the nominating committee and by other members; and

c.�� Deal with such other business as may be properly before the annual general meeting.

10.03 Plebiscites. If it considers that a decision of the membership is required between Annual General � Meetings, the Board may conduct a plebiscite by mail or other electronic means among the regular members of the Association.

10.04 Plebiscite Requisitioned by Members. Twenty five or more members may requisition the President to conduct a plebiscite among the regular members of such question or questions as are stated in the requisition, the cost to be borne by the requisitioners. The Chair shall, in consultation with the Board, conduct the plebiscite within 30 days of receipt of the requisition.

10.05 Notice of Meeting. Notice of a meeting of members shall be given to members having the right to attend, either by sending notice in writing to the address of the member as it appears in the records of the association. The notice shall include the procedures for giving notice of motions to be put to the meeting.

10.6 Irregularities in Notice. A meeting of members shall be deemed to be validly held notwithstanding any irregularity in the notice of meeting, any accidental failure to provide notice to a member, or failure of the notice to reach a member.

10.7 Chair of the Meeting. The President, or in his or her absence the Vice President, shall preside at meetings of members. In the absence of the President or the Vice President, the members in attendance may choose a Chair for the meeting from among their number. The Chair at a meeting of members may vote as a member, but in the event of a tied vote shall not have a casting vote.

10.8 Quorum. A quorum at a meeting of members shall consist of 10 members present at the commencement of such meeting.

10.09 Continuation of Meeting. If a quorum is not present within 30 minutes of the time set for the meeting, then the meeting may proceed with such members as are present at that time. In the event that the number of members falls below 15 during the course of a meeting, the meeting shall be deemed to have a quorum for all purposes, subject to ex post facto approval of any business transacted by motion at the next regular meeting.

10.10 Notice of Motion. Except as otherwise provided in the Constitution, a motion may be put to a meeting of members only if the Board has been notified in writing of the motion at least five clear days before the meeting. The Board shall make every reasonable effort to communicate, as far in advance of the meeting as possible, notice of the motion to all members who may attend the meeting.

10.11 Waiver of Notice. A motion of which notice has not been given pursuant to the constitution may be put and voted on at the meeting if a majority of the members present so agree.

10.12 Voting. Any question submitted for a vote at a meeting of members shall be determined by a show of hands, unless a vote by ballot is requested or the Chair of the meeting deems a vote by ballot desirable. A declaration by the Chair that a resolution has been passed or rejected is conclusive proof to that effect without its being necessary to state the number or percentage of votes recorded for or against the resolution.

10.13 Vote by Ballot. A vote shall be taken by ballot at the discretion of the Chair, or if so requested by a majority of the members present. Each ballot shall include the name of the member and the direction in which he or she wishes to cast his or her ballot.

11. WEB SITE

11.01 Web Site. CASIS shall maintain a web site, pursuant to the objects of the association.

11.02 Web Administrator. There shall be at least one CASIS Web Administrator. She or he shall normally serve for a period of two years. The web administrator is appointed by the Board and serves as an ex-officio member of the Board, unless he or she already holds an elected position on the Board. The Web administrator(s) shall prepare a brief annual report for submission to the Annual General Meeting. �

11.06 Web Policy. The CASIS Web Administrator shall administer the web site. The web site is an instrument of the Association and serves to promote its objects. The Board of Directors holds collective responsibility for overseeing web site content in the interests of the membership of the Association.

12. FINANCIAL YEAR

12.01 The Financial Year. The financial year of the Association shall terminate on April 30th of each calendar year.

12.02 Auditor. The appointment of auditors may be waived upon motion duly approved at an annual general meeting.

13. CONTRACTS AND BANKING

13.01 Contracts. Unless otherwise decided by the Board, any contract or other document requiring the Association's signature may be signed by an officer, if the writing of such document falls within the regular scope of his or her duties. The Board may, in general or specific terms, authorize any other person to sign any document, in the name of the Association.

13.02 Bills of Exchange. Cheques or other negotiable instruments drawn, accepted or endorsed in the name of the Association, or any authorization to a financial institution for the transfer of funds to a third party, shall be signed by the President, the Vice President, the Treasurer or any other person authorized by the Board.

14. AMENDMENT

14.01 Repeal or Amendment. The Constitution may be repealed or amended by a two thirds majority vote of the members voting in respect of such repeal or amendment at an Annual General Meeting, provided that notice of such repeal or amendment has been given in the notice convening the meeting. Any 10 or more members may require the Board to include in a notice of an Annual General Meeting a proposal for the repeal or amendment of the Constitution. Such a notice may be delivered by mail or by other electronic means.

Versions

Original Constitution dated 28 February 1989.

Amendment 1 - Amended Constitution passed at the CASIS Annual General Meeting in

Toronto, 12 Jun 99.

Amendment 2 - Constitutional amendments passed at the Annual General Meeting in

Vancouver, 18 Oct 03.