Landscape Architecture Canada Foundation (LACF) Fondation d Architecture de Paysage du Canada (FAPC) By-laws Approved by the Board of Directors on September 15, 2012 Approved by the Membership on September 15, 2012
Article 1 - Definitions and Interpretation Section 1.1 Definitions 1.1.1 Act means the Canada Corporations Act, or any statute that may be substituted therefor, as amended from time to time; 1.1.2 Board means the Board of Directors of the Foundation; 1.1.3 Director means a member of the Board; 1.1.4 Meetings of the Landscape Architecture Canada Foundation are defined as follows: Annual Board Meeting is a face to face meeting held in conjunction with the CSLA Annual Congress (see article 5.5); Annual Member Meeting is a face to face meeting held in conjunction with the CSLA Annual Congress (see article 9); Board Meetings are face to face meetings or telephone conference or "virtual meetings" such as electronic meetings (Skype or other form) or email meetings. (See article 5.5 and Procedure for Virtual Board Meetings (attached); Member Meetings are face to face meetings. (see article 9 Member Meetings); 1.1.5 Foundation means the Landscape Architecture Canada Foundation (LACF) Fondation d Architecture de Paysage du Canada (FAPC); 1.1.6 Member means a member eligible to vote at a Member Meeting. Section 1.2 Interpretation 1.2.1 If any doubt shall arise as to the construction or interpretation of any provision of the Bylaws, the decision of the Board shall be binding on all members of the Foundation. 1.2.2 In these Bylaws and in all other Bylaws of the Foundation hereafter passed unless the context otherwise requires, words importing the singular number or the masculine gender shall include the plural number or the feminine gender, as the case may be, and vice versa, and references to persons shall include firms and corporations. 1.2.3 Both French and English versions of the Bylaws are official. French and English are the official languages of the Foundation. Page 2
Article 2 - Corporate Seal Section 2.1 Corporate Seal 2.1.1 The corporate seal of the Foundation shall be of such form and design as shall be determined by majority vote of the Board of Directors and shall have affixed thereon the Foundation s corporate name in both official languages. 2.1.2 Unless otherwise determined by the Board, the Secretary shall be custodian of the seal of the Foundation, which he/she shall deliver only when authorized by a resolution of the Board to do so and to such person or persons as may be named in the resolution. Article 3 - Offices Section 3.1 Offices 3.1.1 The head office of the Foundation shall be located in the City of Ottawa, in the Province of Ontario. 3.1.2 The business and meetings of the Foundation may be conducted at locations as determined from time to time by the Board of Directors. Article 4 - Membership Section 4.1 Categories 4.1.1 Membership shall comprise the Directors of the Foundation. Section 4.2 Rights, Privileges and Obligations 4.2.1 All Members of the Foundation, who are in good standing and at least 18 years of age, are entitled to vote at Member Meetings. Section 4.3 Termination 4.3.1 A person shall cease to be a Member of the Foundation: a) on his or her death; or b) on his or her resignation or removal from the Board. Page 3
Article 5 - Board of Directors Section 5.1 Powers, Duties and Responsibilities 5.1.1 The Board shall manage and administer the affairs, property and business of the Foundation and may exercise all such powers as are customary for a Board of Directors or Trustees of a corporation to perform, and as set out under the Act or these bylaws. 5.1.2 The Board shall have the power to authorize expenditures, enter into contracts, solicit donations, set guidelines for investments, delegate duties to its officers and directors, may appoint and engage such administrative, clerical and fund raising assistance as may be necessary, and set annual and special granting policies, as well as determine annual amounts to be granted. 5.1.3 The Board has the authority to create and abolish standing committees and special committees, and to appoint to them. 5.1.4 The Board may delegate to any committee or officer any or all powers, duties and authority of the Board, which may lawfully be granted. 5.1.5 Officers and Directors shall regularly attend all legally called meetings, actively participate in such meetings and other Board endeavors, as well as respond promptly to internal correspondence. They also shall perform all other duties assigned to them by the Board. Non-compliance may be cause for removal from the Board. 5.1.6 Board Members who miss three (3) meetings consecutively shall be automatically removed from the Board. Section 5.2 Composition 5.2.1 The Board shall comprise at least twelve (12) Directors, including four (4) officers as detailed in Article 6 and at least eight (8) other Directors. Section 5.3 Term of Office 5.3.1 The term of office for all Directors shall be in overlapping terms for a period of approximately three (3) years, from the Annual Meeting of the election year to the Annual Meeting in the third year of their term, requiring the election of at least four Board members per year. 5.3.2 Board Members may serve consecutive terms indefinitely, if re-elected. Page 4
Section 5.4 Board Vacancies 5.4.1 A vacancy on the Board between elections shall be filled, for the remainder of the term, by majority vote of the Board. Section 5.5 Board Meetings 5.5.1 The Board shall meet at least once per calendar year. This annual Board Meeting shall be held during the Annual Congress of the Canadian Society of Landscape Architects at such place and such time as designated by the President. 5.5.2 Other Board Meetings may also be called by the President as frequently as, in his/her judgment, may be required, and at places and times to be determined by him/her. 5.5.3 Board Meetings may also be called by the President on direction in writing by three (3) Board members, delivered to him/her not less than thirty (30) days prior to a face to face meeting, and 10 days prior to a virtual meeting such as a telephone conference call or live electronic meeting (Skype or other form) or email meeting. 5.5.4 Any or all members of the Board or committees of the Board may participate in a Board Meeting as long as it permits all persons participating in the meeting to hear (or read) each other s comments, and a Director participating in such a meeting by such means is deemed to be present at the meeting. 5.5.5 Directors shall be given reasonable notice of Board Meetings and such notice may be provided by electronic means. 5.5.6 No error or omission in giving notice of any Board Meeting or any adjourned Board Meeting shall invalidate such meeting, or make void any proceedings taken thereat, and any Director may at any time waive notice of any such meeting, and may ratify, approve and confirm any or all proceedings taken or had thereat. Section 5.6 Quorum 5.6.1 The majority of the Board present in person at any legally held meeting shall constitute a quorum. 5.6.2 Directors who declare a conflict of interest shall nonetheless be counted in determining a quorum. 5.6.3 If the number of Directors present at a Board Meeting falls below the number required for a quorum, there can be no further valid transaction of business until a quorum is again present. Page 5
Section 5.7 Voting Rights and Procedures 5.7.1 Only Directors present at any Board Meeting may vote. 5.7.2 Questions arising at any meeting of the Board shall be decided by a majority of votes. The votes shall be taken in the usual way by assent and dissent. However, if demanded by any Board member present, votes shall be taken by ballot. 5.7.3 In the case of an equality of votes, the motion shall be defeated. 5.7.4 Proxies are not accepted at meetings of the Board. Section 5.8 Remuneration 5.8.1 The Directors shall not receive any remuneration for their services, but may be reimbursed for reasonable expenses incurred while performing such duties with the approval of the Board. Section 5.9 Removal 5.9.1 The Board may, by resolution passed by at least two-thirds majority vote at any Board Meeting, remove any Board member before the expiration of his/her term. 5.9.2 Any Director may be removed by a two-thirds majority vote of Members at a Member Meeting called for that purpose. Article 6 - Nominations and Elections Section 6.1 Nominating Procedure 6.1.1 The majority of individuals to be chosen for nomination shall be landscape architects of at least eight (8) years membership in the Canadian Society of Landscape Architects (CSLA), with notable interest in the ideals of the profession and the goals and objectives of the Foundation. However, up to 25% of individuals may also be worthy members of other professions, providing their interest, background and experience can be expected to be of service and usefulness to the Board and the Foundation. Special attention shall be given at all times to ensure that Board members represent all regions of Canada as much as possible. 6.1.2 Nominees for election to the Board of Directors need not be members of the Foundation. 6.1.3 New officers and directors shall be elected to their specific office at the Annual Meeting by the Members. The Annual Meeting may adopt the slate of Board members proposed Page 6
by the Nominating Committee, by acclamation, or it may entertain nominations from the floor for any number of the candidates and for any office. The votes for each office shall be taken by show of hands or, if demanded by any member present, by ballot. If, for valid reasons, the Annual Meeting cannot be held, then the election of Board members shall be conducted by mail ballot, approximately one year after the previous election. Article 7 - Officers Section 7.1 Number of Officers 7.1.1 The officers of the Foundation shall be a President, Vice-President, Secretary and Treasurer and such other officers as the Board may determine. Section 7.2 Term of Office 7.2.1 The officers shall hold office for three years, or until their successors are elected. Section 7.3 Duties of Officers 7.3.1 President - The President shall be the chief executive officer of the Foundation. He/she shall preside at all meetings of the Board of Directors and the Executive Committee. In his/her absence from any of these meetings, his/her place shall be taken by the Vice- President, if present, or otherwise by a chairperson selected by the meeting. The President shall be responsible for the general and active management of the business of the Foundation. He/she shall perform all duties incidental to this office and those imposed by these by-laws or delegated by the Board of Directors. The President shall assure that all orders or resolutions are carried into effect and he/she, or any other Board member appointed by the Board, shall sign all by-laws and other documents requiring the signature of officers of the Foundation. He/she shall have the power to appoint committees, subject to approval by the Board, and to call meetings and cause notification of such meetings. 7.3.2 Vice-President - The Vice-President shall, in the absence or disability of the President, perform the duties and exercise the powers of the President and shall perform such other duties as shall from time to time be imposed upon him/her by the Board. 7.3.3 Secretary - The Secretary shall attend all meetings of the Executive Committee and the Board, and act as clerk thereof and record, or cause to record, all votes and all minutes of all proceedings in the books to be kept for that purpose. He/she shall give notice of all meetings of the Executive Committee and the Board, and shall perform such other duties as may be prescribed by the Board or the President. 7.3.4 Treasurer - The Treasurer shall have the custody of the Foundation s funds and securities Page 7
and shall keep full accurate accounts of receipts and disbursements in books belonging to the Foundation. He/she shall deposit all moneys and other valuable effects in the name and to the credit of the Foundation and in such depositories as may be designated by the Board from time to time. He/she shall disburse the funds of the Foundation as may be ordered by the Board, taking proper vouchers for such disbursements and shall render to the President and to the Board at its regular meetings, or whenever they request it, an accurate account of all his/her transactions as Treasurer and of the financial position of the Foundation. The Treasurer shall be responsible for the investments of the Foundation in accordance with policies established by the Board, and for the annual statutory reporting. He/she shall also perform such other duties as may be determined from time to time by the Board. Section 7.4 Vacancies 7.4.1 If an office becomes vacant, that vacancy shall be filled by an appointment of the Board. Section 7.5 Removal of Officers 7.5.1 The Board may by resolution remove an Officer: a) Whose conduct shall be determined by the Board to be improper, unbecoming, or likely to endanger the interest or reputation of the Board, the Foundation, and /or the profession; b) Who commits a breach of the Bylaws or Statutes of the Foundation; and/or, c) Who, by virtue of non-attendance, is unable to perform other requirements of his/her position 7.5.2 Any officer elected or appointed by the Members may be removed by a majority vote of Members at a Member Meeting called for that purpose. Article 8 - Committees Section 8.1 Standing Committees 8.1.1 The Foundation shall maintain the following Standing Committees: a) The Executive Committee of the Board; b) The Nominating Committee; and c) The Grants Committee. 8.1.2 Executive Committee a) The Executive Committee shall comprise the Officers of the Foundation. Page 8
b) Between meetings of the Board of Directors, the Executive Committee shall possess and exercise all powers of the Board of Directors in the management and administration of the affairs of the Foundation, in such manner as the Executive Committee deems best for the interest of the Foundation, unless in such cases where specific directions have been given by the Board of Directors. c) Meetings of the Executive Committee may be held at any place in or outside of Canada. Minutes shall be kept of such meetings, recording all actions taken, which shall be submitted to the Board of Directors as soon as practicable. 8.1.3 Nominating Committee a) The Nominating Committee shall be a standing committee consisting of three (3) persons to be appointed by the President, subject to approval by the Board. It shall consist of one Board member, who shall act as committee chair, one member designated from and by the CSLA Board of Governors, and one CSLA Fellow at large. b) The Nominating Committee shall annually prepare and present a slate of candidates to replace the Board members whose term will expire. The proposed slate shall be made public to the members of the Board not later than thirty (30) days prior to the Annual Meeting, after the nominated persons have been contacted and indicated their willingness to accept their office, if elected. 8.1.4 Grants Committee a) The Grants Committee shall be a standing committee consisting of such number of members, not less than five, as the Board may by resolution determine. The Committee Chair shall be a Board member. The majority of committee members shall be members in good standing of the CSLA, representing the regions of Canada as much as possible. They shall be appointed by the President, subject to approval by the Board. b) Operating through policies and allocations set by the Board, the Grants Committee shall annually invite applications for Foundation grants and scholarships, review the applications and select and publish the successful applicants, all in a manner and time frame prescribed by the Board. The Grants Committee shall also perform such other related duties as may from time to time be determined by the Board. 8.1.5 Standing Committee Rules: a) No member of a Standing Committee shall receive remuneration for duties performed on behalf of the Foundation but may be reimbursed for reasonable expenses incurred while performing such duties with the approval of the Board of Directors. b) Any member of a Standing Committee may be removed by a two-thirds majority vote of the Board. c) The President, subject to approval by the Board, may appoint any standing or special committee as may be necessary from time to time, consisting of such number of its Page 9
members or non-members and with such powers as they may designate, consistent with these by-laws. Such committees shall hold office for an indefinite period at the pleasure of the Board. d) Membership in committees need not be limited to members of the Board, but may also consist of members in good standing of the CSLA and of other professions. e) The appointment of committee members shall be for an indefinite period at the pleasure of the Board, or until a member resigns. Article 9 - Member Meetings Section 9.1 Annual and Special General Meetings 9.1.1 The Annual Member Meeting of the Foundation shall be held at the Annual Congress of the Canadian Society of Landscape Architects. 9.1.2 Special general Member Meetings of the Foundation may be held upon the call of the Board at such times and places as it may designate. 9.1.3 The President shall call a special Member Meeting upon the written request of at least 50% of the Members within 90 days after the filing of such a request with the Secretary. The business to be transacted at such special Member Meetings shall be stated in the notice thereof, and no other business may be considered at those meetings. Section 9.2 Notice 9.2.1 At least 60 days' notice of Member Meetings shall be given in writing and/or by electronic means. 9.2.2 The notice of Member Meetings must contain sufficient information on the business to be transacted to enable members to make reasoned decisions. 9.2.3 The Notice shall include a proxy form, or a reminder of the proxy provisions in these bylaws. Section 9.3 Quorum 9.3.1 At any Member Meeting, a majority of Members present in person or by proxy, as verified by the Secretary, shall constitute a quorum. Should the number of Members present in person or by proxy at a Member Meeting fall below the number required for a quorum, there can be no further valid transaction of business until a quorum is again present. Page 10
Section 9.4 Proxies 9.4.1 Any Member may be represented by proxy at Member Meetings of the Foundation by another Member, provided such proxy shall be in writing. Section 9.5 Voting 9.5.1 Each Member of the Foundation present in person or by proxy shall have one vote at Member Meetings. 9.5.2 Unless otherwise specifically provided, a majority of Members present in person or by proxy shall be competent to do and perform all acts that are or shall be directed to be done at any such Meeting. In the event of a tie, a motion shall be lost. Article 10 - Finance Section 10.1 Financial Year 10.1.1 Unless otherwise ordered by the Board, the fiscal year of the Foundation shall be January 1 to December 31. Section 10.2 Signing Authority 10.2.1 The Board shall have the power from time to time by majority vote to appoint an officer or officers on behalf of the Foundation either to sign contracts, documents and instruments in writing generally or to sign specific contracts, documents and instruments in writing. 10.2.2 Contracts, documents or any instruments in writing, requiring the signature of the Foundation, shall be signed by any one of the President, Vice-President, Secretary or Treasurer, as determined by the Board, and all contracts, documents or instruments in writing so signed shall be binding upon the Foundation without further authorization or formality. 10.2.3 The seal of the Foundation, when required, may be affixed to contracts, documents and instruments. Section 10.3 Banking 10.3.1 All funds paid to the Foundation shall be deposited from time to time to the credit of the Foundation in such manner as the Board may approve. Page 11
10.3.2 Any one of such officers, employees or agents so appointed may arrange, settle, balance and certify all books and accounts between the Foundation's bankers and the Foundation and may receive all paid cheques and vouchers and sign all the bank's forms of settlement of balances and releases or verification slips. Article 11 - Indemnification 11.1.1 All Directors and Officers of the Foundation and their heirs, executors, administrators, assigns and estate shall, from time to time, and at all times, be indemnified and saved harmless, out of the funds of the Foundation, from and against: a) All costs, charges and expenses whatsoever that Directors or Officers sustain or incur in or about any action, suit or proceeding which is brought, commenced or prosecuted against them, for or in respect of any act, deed, matter or thing howsoever made, done or permitted by them in or about the execution, in good faith, of the duties of their offices or in respect of any such liability; and, b) All other costs, charges and expenses that they may sustain or incur in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by their own wilful neglect or default. 11.1.2 No Director or Officer of the Foundation shall be liable for the acts, receipts, neglects, or defaults of any other Director, Officer, or employee, or for joining in any receipt, act for conformity, or for loss, damage, or expense happening to the Foundation through the insufficiency of title to any property acquired by the Foundation, or for, or on behalf of, the Foundation, or for the insufficiency or deficiency of any security in or upon which any monies of, or belonging to, the Foundation shall be placed out or invested, or for any loss or damage arising from bankruptcy, insolvency, or tortuous act of any person, firm, or corporation deposited or for any other loss, damage or misfortune whatever which may happen in the execution of his/her respective office or trust, or in relation thereto, unless the same shall happen by or through his/her own wilful act or through his/her own wilful neglect or default. Article 12 - Auditors Section 12.1 Appointment 12.1.1 The Board Members shall, at each Annual Board Meeting, appoint an auditor to audit the accounts and annual financial statements of the Foundation for report to the Members at the next Annual Board Meeting. Page 12
Section 12.2 Eligibility 12.2.1 To be eligible for appointment by the Board, the auditor must be licensed or authorized to render an opinion on the financial statements of a registered charity. Section 12.3 Term of Office 12.3.1 The auditor shall hold office until the next Annual Board Meeting provided that the Directors may fill any casual vacancy in the office of the auditor. Section 12.4 Remuneration 12.4.1 The remuneration of the auditor shall be fixed by the Board. Article 13 - Dissolution Section 13.1 Dissolution of the Foundation 13.1.1 In the event that the Foundation is dissolved, and after payment of all indebtedness of the Foundation, the remaining funds, investments, and other assets shall be distributed to one or more registered charities in Canada carrying on similar activities. 13.1.2 No part of the income or capital of the Foundation shall be payable to or otherwise made available for the personal benefit of any of its members. Article 14 - Bylaw Amendments Section 14.1 Amendment of Bylaws 14.1.1 The Bylaws of the Foundation may be repealed or amended by a vote of the Board and sanctioned ratified by an affirmative vote of at least two-thirds of the Members present in person or by proxy at a Member Meeting duly called for the purpose of considering the repeal or amendment of the Bylaws. The repeal or amendment of Bylaws relating to the requirements of subsection 155(2) of the Canada Corporations Act shall not be enforced or acted upon until approval has been obtained from the federal Minister responsible for administering the Act. 14.1.2 Sixty (60) days notice of any proposed bylaw amendments shall be given, in writing, to all members. Page 13
These By-laws have been approved by the Board of Directors at a legally held meeting on September 15, 2012 at Halifax, Nova Scotia Date City and Province Signature of President Signature of Secretary Page 14
PROCEDURE FOR VIRTUAL BOARD MEETINGS Each Director shall provide the President and Secretary with an email address. The messages sent SHALL be labeled "CONFIDENTIAL". A Virtual Meeting can be held provided that the meeting is called at least 10 days prior to the meeting. Calling the Virtual Board Meeting The Board Meeting will be called by sending an email by the President or the Secretary to all Board Members specifying: The subject of the Board Meeting; Background information and motion(s) to be discussed; The period during which discussions, questions and comments may be circulated; and The final date by which any vote needs to be returned by email. Acceptance of the Board Meeting by Board Members Board Members need to reply by email, accepting or declining the Board Meeting. Email reply by Boards Members SHALL be sent using Reply All message in order to inform all Board Members of his or her acceptance or refusal of the Board Meeting. If the quorum is met, the Board Meeting can proceed. The President or Secretary shall inform the Board Members that the Board Meeting is either a valid meeting or was rejected by Board Members. Procedure for voting (If no secret ballot is requested): Voting is carried out by all Board Members participating in the Board Meeting by sending an email to all. Board Members shall respond to the motion by either: Including the motion and YES I support, the motion + an electronic signature. Including the motion and NO I don't support the motion + an electronic signature. Continued.. Page 15
Procedure for secret ballot by email In the eventuality where a secret ballot is requested, Board Members participating in the meetings SHALL vote by sending a message directly to the President and an Election Officer named by the President. Both the President and the Election Officer will compile the votes and compare the results. The President shall validate the results and send a list of the people who voted and the final count for or against the motion to all the Board Members. Board members shall vote by including the motion and either: YES I support, or NO I don't support the motion, and the signature of the Director. After the results are communicated, the President and Election Officer shall destroy the ballots and keep only the final results for the archives. Records of Virtual Meetings shall be filed by the LACF Secretary. END OF PROCEDURE Page 16