By-laws

EXISTING BY-LAWS

The By-Laws of the Society, as they existed prior to the enactment of the following By-Laws, are hereby repealed without affecting any action taken by or on behalf of the Society under the prior By-Laws.

CORPORATE NAME

The Corporate Name of the Society is THE CANADIAN SOCIETY FOR ANALYTICAL SCIENCES AND SPECTROSCOPY and/or LA SOCIÉTÉ CANADIENNE DES SCIENCES ANALYTIQUES ET DE SPECTROSCOPIE, otherwise known as the SOCIETY in internal communications.

OBJECTS

The purpose and objects of the Society are:

to foster the understanding and advancement of analytical sciences and spectroscopy.
to aid in promoting good fellowship among the members.

CORPORATE STATUS

The Society is incorporated under the Canada Corporations Act.
The Head Office of the Society is in the City of Ottawa in the Province of Ontario, or at such place as may, from time to time, be determined by the Society, in accordance with the Canada Corporations Act.

MEMBERSHIP

Membership in the Society shall consist of:

Honourary Life Members. Any person who has made an outstanding contribution to the advancement of the science of spectroscopy or analytical chemistry may, by unanimous vote of the Executive Committee, be elected an honourary member of the Society for life.
Ordinary Members. Any person engaged in the study or application of the science of spectroscopy or analytical chemistry and who is interested in the purposes and objects of the Society is eligible for ordinary membership.
Sustaining Members. Any corporate body, firm, or institution, engaged in the study or application of the science of spectroscopy or analytical chemistry, and interested in the advancement of these fields is eligible for sustaining membership.
Retired Members. Any person having retired from active work, by virtue of age and being a member of the Society in good standing for an aggregate of not less than twenty years, is eligible for retired membership for life.
Student Members. Any student who is interested in the purpose and objects of the Society and is enroled in a course of studies leading to a degree or diploma from an accredited university or technical school, is eligible for student membership.

FEES

Honourary members are exempt from the payment of membership fees.
Ordinary members shall pay an annual membership fee whose amount is determined from time to time by the acting Executive Committee and is applicable starting in the next fiscal year. Any change in fees must be approved by a 2/3 majority of voting members before it can go into effect. Where an ordinary member is associated with a local section of the Society, a portion of the membership fee shall be remitted by the Treasurer to the local section. The proportion to be remitted shall be determined by the Executive Committee and must be similarly ratified by general membership vote. Ordinary members are associated with a local geographic section by default where such a section exists. The member may specifically elect to be either associated with another local or to be “at large”, a group administered by the national executive either directly or by delegation via designated Regions. The fees from members will be distributed between the national and the default or designated local unless the member is specifically “at large”. Fees from “at large” members shall go into the national treasury in their entirety. Fees and their distribution shall remain in effect until specifically changed by the Executive and ratified by the membership.
Sustaining members shall pay an annual membership fee whose amount is determined from time to time by the acting Executive Committee and is applicable starting in the next fiscal year. Any change in fees must be approved by a majority of voting members before it can go into effect. A sustaining member may choose to be associated with a local section, in which case, a portion of the membership fee shall be remitted by the Treasurer to the local section. The proportion to be remitted shall be determined by the Executive Committee and must be similarly ratified by membership vote. Each sustaining member shall notify the Secretary of the name and address of the person who is to serve as its representative.
The Society's membership and fiscal year is the calendar year. All membership fees are payable in advance by January 1 of each year and are not refundable. However, in the first year of membership, a member joining after July 1 is eligible to pay one-half the membership fee for that year. New members who pay membership fees as part of a society event admission fee will be deemed to have paid for the following year and the current year of membership is included free if the event takes place after May 1. In the case of an event occurring between January 1 and April 30 (and inclusive of those days), the membership fee will be considered to have been for the same year only. A new member is defined as one who has not been a member of the society within the previous 5 years.
A member who fails to pay the prescribed fees within the first three months of the year will lose his/her voting rights until reinstated and will cease to receive member benefits including any journal or newsletter. Membership rights are reinstated upon payment of fees. Membership fees must be paid in full regardless of when they are paid. Fees are one-half after July 1 for new members only (not a member within the previous 5 years).

SUSPENSION AND TERMINATION OF MEMBERSHIP

A member may withdraw from membership in the Society by a resignation in writing addressed to the Secretary or by default upon lack of payment of membership fees.
For specific cause, the Executive Committee may, by a two-thirds majority vote to suspend a member. Should the cause be felt to warrant expulsion, the suspended member shall be given notice to make representation to the Executive Committee before action of termination is taken. Termination will be by a two-thirds majority vote of the Executive Committee.

EXECUTIVE COMMITTEE

The affairs of the Society shall be governed by a Board of Directors called the Executive Committee (EC) and consisting of: The Society's President, Vice-President, Immediate Past President, Secretary and Treasurer; up to two representatives from each local section, being the Chairperson plus any locally designated officer (generally the treasurer), and one Regional Director from each of the regions which lacks a local section. The Regional Director serves members at large of the Society on behalf of the EC in a specified geographic region, for the time being comprising Western Canada, Quebec and the Maritime Provinces. The number and names of these regions may be changed by the EC. There will normally be no Regional Director in areas already served by an active local section, but this can be changed by the EC at any time. A vacancy occurring during the term of office may be filled by the Board of Directors (the EC). In case of doubt, the EC can make a ruling to determine if a region is sufficiently represented by a local section to eliminate the corresponding Director position. A person may simultaneously hold more than one position on the EC (but only one of the 4 core national positions (President, Vice President, Secretary, Treasurer) but can only have a single vote. As a consequence, the Past President may also serve in another capacity on the EC, including any one of the other 3 core national positions (other than the previous President position). Furthermore, the position of Past President ordinarily does not have a vote. The intention is for this position to provide advice and continuity for the currently serving President. The person holding the position of Past President will thus only have a vote if s/he also serves in another capacity on the EC which does hold a vote. Normally, the intent of holding multiple positions is for the relevant member to be both a national and a local regional representative. Only the 4 core national positions, as outlined above, are deemed to be formal representatives of the society to external bodies, with the capacity to form binding agreements on its behalf. As such, only these positions are normally covered by some form of Directors’ Liability Insurance.
The Executive Committee shall direct the activities of the Society, exercising all such powers of the Society which are not, by the Canada Corporations Act or these By-Laws, required to be exercised by the members at General Meetings or by general vote (referendum); and may appoint such ad-hoc and standing committees as it may deem necessary for the purposes of the Society. These may include committees concerned with finance membership, awards, the Society's Journal, and Symposia. The members of such committees shall be members in good standing of the Society. The Chairperson of each committee shall be responsible to, and report to, the Executive Committee. The Chairperson of each Committee shall be appointed or the incumbent reconfirmed by the EC, annually. Failure to reconfirm any such position results in its automatic elimination in the year in which it fails to be reconfirmed.
The Executive Committee (EC) must have a quorum in order to make binding decisions. Quorum consists of 5 members of the EC but must include the President or Vice President and either the Secretary or the Treasurer (select 2 members of the core).

NATIONAL OFFICERS

The elected national officers of the Society shall be the President, Vice-President, Secretary and Treasurer and Regional Directors. Such other officers, as may be required from time to time, may be temporarily appointed by the Executive Committee. Such temporary positions are normally terminated by the end of the current term unless specifically created for a longer period. If the duration of these positions is expected to be longer than the current term plus one other, the positions must be ratified by membership vote and they must be included as available posts in the next election. Positions other than the 4 core officer positions may be terminated by the EC at any time and subsequently ratified by membership vote. The 4 core national positions shall be limited to a maximum term of 5 years each. At the end of that time, an individual may serve in a different core position, with a corresponding time limit. The individual must serve in a different capacity for at least 2 years before occupying a role previously served.
PRESIDENT
1. The President shall be the chief executive officer of the Society. S/he shall preside at all meetings of the Executive Committee and of the whole Society, and shall have the general supervision of the business of the Society. S/he shall prepare the agenda for meetings of the Executive Committee and supervise the implementing of all orders and resolutions of the Executive Committee.
2. The President will be an ex-officio (non-voting) member of all committees. S/he shall, with the Secretary or other officer designated for the purpose, sign all documents requiring the signature of officers of the Society.
3. The President will insure that all documentation and fees, as required to maintain the Society in good standing in accordance with the Canada Corporations Act, are filed each year.
VICE-PRESIDENT
1. The Vice-President shall, in the absence or disability of the President or at his/her request, perform the duties and exercise the powers of the President, and shall perform such other duties as may, from time to time, be assigned to him/her by the Executive Committee.
SECRETARY
1. The Secretary shall keep accurate and complete records of the affairs of the Society. S/he shall conduct the correspondence of the Society, issue notices of meetings of the whole Society and of the Executive Committee, and shall organize the annual elections for national officers and directors.
TREASURER
1. The Treasurer shall be charged with the general supervision of the funds of the Society. S/he shall be the Chairperson of any Finance Advisory Committee, which shall make recommendations to the Executive Committee, as to the investment and growth of funds, methods of financing Society activities, and finance policy generally.
2. S/he shall receive all monies due to the Society, and shall pay such sums as may be directed by the Executive Committee. S/he shall keep an account of all the receipts and payments, and shall produce such accounts at any meeting of the Executive Committee, if so requested.
3. S/he shall prepare and present annually to the Executive Committee a duly audited financial statement of the affairs of the Society as at the end of the fiscal year, thirty-first day of December, and subsequently for reading at the next following Annual General Meeting.
4. S/he shall sign, in conjunction with the President/Vice President all cheques, bills of exchange, and other negotiable items having bearing upon the Society.
5. S/he shall deposit all monies payable to or accruing to the Society at such chartered bank or banks as the Executive Committee may direct, and only to the credit of the Society by the signature of the Treasurer or such officers as may be directed to perform this duty by the Executive Committee.
6. S/he shall be responsible for the direct or indirect issuing of all invoices and receipts for dues and other payments payable to the Society.
7. S/he shall maintain the current register of the membership of the Society and shall have issued annually prior to elections, an up-to-date membership list. This duty may be delegated or shared with another member of the EC, but ultimate responsibility remains with the Treasurer unless permanently re-assigned by the EC.
8. S/he shall collaborate with the local section treasurers, and all Chairpersons of Committees, on matters pertaining to the financial affairs of the Society. S/he shall maintain contact with the Secretary and any Membership Chairperson on matters pertaining to membership status in the Society with the purpose of helping them organize mailings etc.
9. When, because of illness, absence, or other cause, the Secretary or the Treasurer is unable to perform his/her duties for a period of one month or more, the Executive Committee may appoint an assistant Secretary or Treasurer and the person so appointed shall have, for the time being, the powers and shall perform the duties of the officer whom s/he is replacing.
REGIONAL DIRECTOR
1. The Regional Director is a member of the Executive Committee and shall direct the activities of the Society along with the other national officers. The Regional Director will represent the Executive Committee in membership matters in areas designated by the EC where no local section is active to serve the membership. The EC may elect to retain a specific Director position if it is felt that the local section cannot adequately represent the interests of that region and/or if the stability of the local section is felt to be tenuous. In such a case, the EC must re-evaluate conditions annually and re-ratify the position as needed.
EXECUTIVE COMMITTEE - GENERAL
1. Officers of the Society as such shall not receive any stated remuneration, but expenses of their attendance at each regular or special meeting of the Board of Directors may be authorized by the Executive Committee prior to the event. Similarly, expenses for meeting at a local section may be authorized by the Executive Committee prior to the event . Local sections may elect to pay expenses incurred by their local officers from local section funds.
2. Any Director (or officer) may, at any time, be removed from office with or without cause by resolutions passed at a general meeting of members called for the purpose or a general membership vote, by a two-thirds majority vote. A Director (or officer) may be elected at such general meeting or via such a general vote to fill the vacancy caused. The quorum for such a meeting (which may be physical or wholly or partially electronic) is 20 members or 15% of the paid-up membership, whichever is greater. Such a quorum requirement shall apply to a membership vote however conducted (e.g. mail, electronic means). Failure to reach quorum will result in a re-issue of the vote request within 60 days (if by mail) or within 30 days (if by electronic means). If a membership quorum is not achieved on 2 successive occasions, the decision will be made by the EC, based on a corresponding quorum requirement as defined in 8.3
3. Members of the EC shall not be remunerated for any service either in cash or in kind in order to maintain the non-profit status of the Society. Members of the EC may, however, be recompensed for direct expenses incurred on behalf of the Society. As a general principle, tasks, other than those generally accepted in business practice as being associated with a given position, must have prior approval by a majority vote of the EC in order to be eligible for reimbursement.
4. The remuneration of any officers, agents and employees shall be fixed by the Executive Committee by resolution. Such resolution shall have force and effect only until the next annual or special general meeting of members when it shall be confirmed by resolution of the members. In the absence of such confirmation by the members, the remuneration to such officers, agents, or employees shall cease to be payable from the date of such meeting of members.
AUDITORS AND FINANCIAL STATEMENTS
1. A financial statement reviewing the activities of the Society shall be presented to the general membership on an annual basis. This may be done at the annual general meeting or sent to all paid up members via electronic means prior to the annual meeting. The members or the EC shall, at each Annual Meeting or other suitable time (within the fiscal year), as decided by the EC, appoint an auditor to audit the accounts of the Society. The auditor cannot be a member of the EC and is preferably not a member of the Society. Also preferably, the auditor shall be a chartered accountant or at least familiar with the process of auditing financial statements. The qualifications of the chosen auditor shall be appended to each audit report in order to provide credence to the process. The remuneration of the auditor shall be fixed by the Executive Committee. The auditor‘s report shall be presented at the next annual meeting or sent to all members electronically prior to the subsequent annual meeting.

FINANCIAL TRANSACTIONS

The Executive Committee of the Corporation may, from time to time:
1. Borrow money upon the credit of the Corporation.
2. Limit or increase the amount to be borrowed.
3. Issue bonds, debentures, debenture stock or other securities of the Corporation in such amounts and upon such terms and pledge or sell the same for such sums and at such prices as the Directors may deem expedient.
4. Secure any such bonds, debentures, debenture stock or other securities or any other present or future borrowing or liability of the Corporation, by mortgage, hypothec, charge or pledge of all or any currently owned or subsequently acquired real and personal, movable and immovable, property of the Corporation, and the undertaking and rights of the Corporation.
5. Delegate to such one or more of the officers and Directors of the Corporation as may be designated by the Directors, all or any of the powers conferred by the foregoing clauses of this By-Law to such extent and in such manner as the Directors shall determine at the time of each such delegation.
6. Give indemnities to any member of the EC or other person who has undertaken or is about to undertake any liability on behalf of the Company and secure any such person against loss by giving him/her by way of security a mortgage or charge upon all of the currently owned or subsequent acquired real and personal, movable or immovable, property of the Corporation, and the undertaking and rights of the Corporation.
No single instance of borrowing or other commitment of the Society is to hazard more than 50% of the total liquid assets.
Financial transactions shall require the signature of the Treasurer plus that of the President / Vice-President.
Financial transactions or commitments whose value exceeds either $10,000 or 15% of the Society assets, whichever is less, must be previously approved by a majority vote of a quorum of the EC. This approval must be documented by the Treasurer as part of the accounting process.
Receipts for various expenditures must be submitted to the Treasurer within 60 days whether or not reimbursement is required in order to properly maintain the Society’s financial records. Exceptions must be approved by the EC, but cannot exceed the end of the fiscal year. If the end of the fiscal year occurs before the 60-day limit, the fiscal year end shall take precedence. The EC cannot grant exceptions exceeding 6 months.
The Society shall not be held liable for reimbursement for any receipt submitted in excess of 6 months.
The Treasurer shall pay all invoices or receipts within 60 days.
The Treasurer shall issue receipts for payments received within 30 days of receipt.
Cheques received by the Society must be cashed or deposited within 90 days. Where cheques are received by any member other than the Treasurer, they must be forwarded to the Treasurer within 30 days in order to assist the Treasurer to meet the 90-day limit.
When a new Treasurer is elected, the Past Treasurer shall hand over all financial records, accounts and signatory powers within 30 days of the new Treasurer taking office.
Local sections must establish an account at a bank or credit union in the name of the Society before being able to have any financial transactions at the local level. Signing authority for the account may reside with the local Chairman and/or the local Treasurer, but all cheques must bear the signatures of both these local officers. Locals must provide a financial accounting to the national Treasurer on an annual basis.
Local sections shall follow the same financial guidelines and timelines with respect to receipts, payments, cashing of cheques, etc. as outlined above for the national level.
Either the national level or a local section may hold an event, from time to time, which is of a magnitude which requires separate handling of the finances. The EC (or national treasurer plus president for expediency), will designate an “Event Treasurer” for the occasion. The Event Treasurer shall be fully responsible for all financial aspects of the event. As such, all financial transactions relating to the event must be handled by the Event Treasurer. Thus, for example, all sponsorships and donations relating to the event, whether in cash or in-kind, must be given directly to the Event Treasurer. The Event Treasurer will provide an auditable receipt to the donor – immediately if possible, but definitely within 30 days of the donation. Exhibitor payments and donations shall be handled in an identical manner. The Event Treasurer will disburse funds as required for the event, following accepted auditable business practices and shall collect receipts for all disbursements. The Event Treasurer shall give a full accounting of all financial transactions to the national Treasurer within 30 days of the completion of the event or on demand. Any extension must be voted on by the EC and will not exceed a further 30 days except in extreme circumstances. The Event Treasurer is considered to be the delegate of the national Treasurer and is expected to follow similar practices and hold similar responsibilities for the duration of the event. The event duration is considered to consist of the time from when the Event Treasurer is given approval to start until the final financial accounting is accepted by the national Treasurer. At the termination of the event, as defined above, the Event Treasurer relinquishes both his/her powers and responsibilities as they relate to the event. No other person shall have any financial powers or capabilities (e.g. cannot make financial commitments or promises or accept same) unless the Event Treasurer is replaced by an alternate (whether for cause, illness, etc) by order of the EC. In an emergency, the national Treasurer plus President may together name a replacement who must be ratified by the EC within 7 days. The national Treasurer may provide seed money or emergency funds to the event following the practices laid out by the Society (e.g. limits on amounts unless approved by EC), but these must be properly receipted by the Event Treasurer and accounted for in the final event financial accounting summary. The national Treasurer may also provide credit card services to the event, if required, but each transaction must be receipted and auditable as if the services were being provided by an external company.

ELECTIONS

The electoral year is normally of 12 months’ duration. Its specific dates may be changed by the EC but shall be ratified by a vote of the electorate before taking effect. If the dates of the electoral year are changed, no slate of officers shall serve less than 12 months or more than 23 months in the transition period. The timelines for the various activities relating to elections assume electronic means of communication and elections. If regular mail is to be used, these times must be appropriately increased (at least doubled). As of 2006, the electoral year matches the financial year and is from January 1 to December 31. The EC may allow temporary (single occasion) “slippage” of the electoral process by a period up to 45 days for expediency without a corresponding change in the termination date. However, if this appears to be necessary on more than one consecutive occasion, it is considered to be a change in the process itself and must be approved by the membership with appropriate quorum and a simple majority vote.
The right to vote and hold office in the Society shall be open only to members in good standing. The Treasurer is to verify the good standing of all nominees prior to submission of the candidate list to the electorate. The Secretary (or alternate designated by the EC in any given term) receives all nominations.
The election of core national officers and Regional Directors shall be held annually. The Secretary shall give members advance notice of such elections and call for nominations to be received within 15 days of the notice of elections in each year. Thus, for example, notice by November 15 and receipt of nominations by December 1 for December elections (voting request sent to membership by December 15, with closing December 31)
No person shall hold the same office as one of the core national officers (President, Vice-President, Secretary, Treasurer) for more than five consecutive years. A person must be “out of the office” for a minimum of 2 years before applying to hold a given position again. However, the person is free to hold any other position within the Society in the interval, including an alternate core position.
All newly-elected national officers and Regional Directors shall enter into office and take over their duties on the first day of the electoral year following their election. A transition meeting (which may be electronic) between the newly elected and the outgoing officers is to be held within a maximum of 60 days of the close of elections.
A nominating committee, consisting of two members who are not national officers of the Society plus the Past President or his/her substitute (designated by the Past President or the EC), shall be appointed by the Executive Committee at least 60 days before the end of the electoral year. The composition of the committee should recognize the geographic distribution of the Society if at all possible.
The nominating committee shall submit to the Secretary a list of nominees for the election of national officers and regional directors at least 30 days before the planned elections (preferably 45 days+). The list shall contain the name of at least one nominee for each of the offices of President, Vice-President, Secretary, Treasurer. If possible, the committee will also provide nominations for the positions of Regional Directors. Any five or more members in good standing may make further nominations for any or all of these offices. Nominations must be accompanied by an agreement to serve (if elected) by the nominee. All such nominations must be lodged with the Secretary not less than 14 days prior to elections. Where one member only is nominated for any office, such member shall be deemed to have been elected to that office.
Within 14 days of the close of nominations in each year, the Secretary shall prepare and send to each member in good standing, a list of nominations submitted by the nominating committee and all further nominations. Each member shall be entitled to vote for one candidate for each of the offices and positions to be filled, except that votes for each Regional Director shall be valid only from members in the respective region. Voting will occur by either paper ballot or by electronic means, as decided by the EC. Votes (in any medium) must be received by the date stated in the materials sent out in order to be counted. The voting period may vary depending on the medium chosen for the election and shall be decided upon by the EC. As an example, a voting period of 14 days for electronic and 30 days for postal-based elections may be used.
The Secretary shall verify the eligibility of the members who have voted in the election of core National Officers and Regional Directors. The ballots shall then be counted and tabulated within a reasonable time (a maximum of 30 days from close of voting). The results of the election shall be reported promptly by the Secretary to the President, the candidates and the electorate (within the 30 day maximum). When the electoral process inadvertently passes the start of the next electoral year due to inevitable delays (there is no plan to officially change the electoral year), the newly elected officers may serve a shortened term. However, if this would result in a term of less than 10 months, then the electoral year will have been deemed to have changed, de facto, on a temporary basis and a transition term will take effect as outlined above. Thus, for example, the previous officers will have served 15 months and the newly elected officers will serve 21 months before the process reverts to the normal 12 month cycle.

MEETINGS

The Annual General Meeting (AGM) of the members of the Society shall be held at such time and place as may be designated by the Executive Committee. The members shall be provided a minimum of 30 days’ notice of the AGM. Meetings may be held via electronic media provided that the EC provides the opportunity and means for every member to participate.
Special general meetings of the members may also be held at such times as the Executive Committee may deem necessary. Notice of special general meetings shall designate the reasons for holding such meetings and the time and place at which they shall be held. Meetings may be held via electronic media provided that the EC provides the opportunity and means for every member to participate. Fourteen days' notice of every general meeting shall be provided by the Secretary to each member of the Society if the meeting is to be held via electronic means and 30 days’ notice if a physical meeting is to be held. Quorum will consist of fifteen members or 10 % of the Society who are entitled to vote (whichever is less) and who are either in physical attendance or who actively participate by electronic or other means (e.g. teleconference).
There shall be presented to the Annual General Meeting the report of the Immediate Past President on Society activities during the past fiscal year, and the report of the President, the Secretary, the Treasurer, the Auditor and of such committees as may have operated during the current fiscal year. The meeting may also consider such ordinary business as may be brought before it, and such special business or motions of which at least 14 days' notice has been given to the Secretary to allow for their inclusion in the agenda. The agenda for the meeting shall be prepared by the Secretary and approved by the Executive Committee.
When such action is deemed necessary or desirable by the Executive Committee, a ballot of the members in good standing may be taken in respect of any matter affecting the interests of the Society (a referendum). An interval commensurate with the means of communication shall be allowed between the time the issue in question is communicated by Secretary and the time the responses are received by him/her. Thus, for example, 30 days for postal means and 14 days for electronic means of communication may be deemed appropriate. The allotted time will be set by the EC. Responses received by the Secretary after the expiration of the stated response period shall not be counted.
The Executive Committee shall meet either physically or electronically at least four times per year, one of those times being immediately prior to the Annual General Meeting of the members. Special meetings of the Executive Committee may be held whenever necessary at such time and place as may be designated by the President. Quorum shall consist of 5 members of the EC, but must include the President or Vice President and either the Secretary or Treasurer.
The Society may elect to hold annual or bi-annual meetings of a technical nature on a national level in addition to local events. These meetings or conferences (referred to as the National Conferences) are expected to generally coincide with the Annual General Meetings, but may be timed independently by the EC. The location of this meeting will be decided by the EC, but is expected to vary in order to reflect the geographical distribution of the membership. The EC will appoint a committee, including a treasurer, dedicated to the organization of the event. The designated Conference Treasurer will establish an account dedicated to the event, if possible, but at the minimum, shall maintain a dedicated accounting of event finances. Signing authorities and accounting details shall be established before any progress is allowed on conference organization. The Conference Treasurer shall give a full accounting of all financial transactions to the national Treasurer within 30 days of the completion of the event or on demand. Any extension must be voted on by the EC. The Conference Treasurer shall not be the same individual as the national Treasurer unless a specific exemption is made by the EC. In that case, the Treasurer will report directly to the EC within the same timeframe. Further details are covered under the financial rules for “events” as outlined in section 10.13.

LOCAL SECTIONS

Local sections may be established with the approval of the Executive Committee on the written request (may be e-mail) of at least ten members of the Society or by decision of the EC.
The national will provide start-up funds as decided by a vote of the EC to the local section when the local section has provided proof that it has established a proper bank or credit union account in the Society’s name within the region. The local treasurer will provide the location, account number and any other pertinent details to the national Treasurer. Changes to this information shall be provided to the Treasurer within 30 days.
A local section will be deemed to have dissolved by default when the number of paid-up members falls below 5 for 3 consecutive years, unless a special exemption is made by the EC. Such an exemption shall be reviewed annually by the EC. Upon declaration of the dissolution of the local section, all Society assets held by the local and a full accounting since the last statement to the national are to be submitted to the national Treasurer within 60 days.
Members belong to a local section in their geographical area by default. However, members may choose to be associated with any other section of their choice or to be at large. A member may choose affiliation at the time of membership renewal. If a member is deemed to be at large, their entire membership is assigned to the national. The national is directly responsible for the interests of the members at large and may discharge these duties either via the Treasurer or designated Membership person or by assigning them to the appropriate Regional Director.
The local electoral year generally follows the national electoral year unless an exception is made by the EC (generally on a temporary basis).
Each local section shall elect a local section committee at a time such as to be generally consistent with the national officers. This committee must comprise of at least a Chairperson and a Treasurer in order to meet fiscal responsibilities. These officers may simultaneously carry out the functions of Secretary or other necessary office or these additional positions may also be elected (as decided locally). However, only two members of the local committee may serve on the national Executive Committee. Members elected to these positions shall take over the duties of their respective offices immediately following their election. In the event of the disability of any such officer or Director of a local section, a substitute may be appointed with the approval of the local section committee.
The national may assist local elections by virtue of holding all membership information. Elections may be held locally or as a part of the national election process.
Due to a general scarcity of available serving members, there is no limit on the number of times that an individual may serve as an officer of a local section. The EC can set a limit either generally or for a specific local for various reasons. However, such a change must be ratified by general membership vote (based on total membership, not just local) before the change can take effect.

PUBLICATIONS

The Society may publish newsletters, technical notes, or other forms of education or communication with its members at intervals to be determined by the EC following the wishes of the electorate. These are generally expected to avoid commercial and financial transactions.
A previously-published journal with commercial subscriptions was found to be incompatible with the conditions set forth by a referendum of members. In addition, commercial operations were found to be marginal with respect to non-profit status. Hence, operation of this publication is to be formally wound up as soon as practicable after mid 2009 and no later than June 30, 2010. Any similar commercial entity in future must be established and incorporated independently from the Society in order to avoid conflicts with non-profit status, financial liabilities, and to respond to membership vote.

CERTIFICATION AND RETENTION OF DOCUMENTS

All contracts, documents and instruments in writing made on behalf of the Society shall bear the signatures of the President or Vice-President and of the Secretary or the Treasurer; and all contracts, documents and instruments in writing so signed shall be binding upon the Society without any further authorization of formality unless they affect the financial position of the Society in an amount exceeding $10,000 or 15% of the total assets of the Society, whichever is less. In that case, the EC must approve the action beforehand, and this approval shall be formally documented.
The Executive Committee shall have power, from time to time, to appoint an officer or officers on behalf of the Society either to sign contracts, documents and instruments in writing generally, or to sign specific contracts, documents and instruments in writing.
Documents relating to the operations of the Society such as minutes of meetings, notices of events and correspondence by and to the EC shall be retained by the Secretary for a minimum of 7 years. These documents shall be transferred to the newly elected Secretary by the outgoing person within 30 days. Although the Secretary is responsible for the maintenance of documentation, the EC may designate a central storage facility independent of the Secretary’s location.
Financial documents relating to Society operations shall me retained indefinitely. Financial documents are the responsibility of the Treasurer although archival (more than 5 years old) document storage may be remote, as decided by the EC.
Local sections are responsible for documentation (both financial and transactional) in a manner as described in 15.3 and 15.4. Upon dissolution of a local section, all documentation shall be forwarded to the national Treasurer and Secretary, as appropriate. Such records shall be maintained by the national until a new local section is formed, at which time the local records will be returned. If a new local is not formed within 5 years, the EC will review the usefulness of the records and vote whether to maintain them further or formally dispose of them (other than financial records). These decisions shall be documented by the Secretary.

RULES AND REGULATIONS

The Executive Committee shall make such rules and regulations not inconsistent with these By-Laws relating to the management and operation of the Society as it deems expedient, but such rules and regulations shall have force and effect only until the next election of officers unless confirmed by a separate ballot of the members (referendum).

DISSOLUTION

The Society shall not be wound-up or dissolved unless such winding-up or dissolution shall be approved by a two-thirds majority ballot of all members in good standing. Notice of the proposal to dissolve shall be sent to all such members at least three months before the date fixed for the vote. Voting shall be by mail or electronic, as decided by the Executive Committee.
In the event of winding-up or dissolution of the Society, all of the assets then owned by the Society shall be distributed by the Executive Committee among selected institutions in Canada, having as an object the advancement of the analytical sciences or spectroscopy.
The Executive Committee shall make a list of institutions to which it proposes to disperse its assets and submit it to the membership for approval along with the vote for dissolution. The manner of dispersal (all assets to one institution, equal division among several, etc.) is also to be voted on by the membership.

REVISIONS OF BY-LAWS

The By-Laws of the Society may be revised or amended and new By-Laws may be enacted if approved and confirmed by at least two-thirds majority ballot of all voting members in good standing, who vote thereon. Notice of every such proposal shall be sent to all such members at least 14 days before the date fixed for the vote. The notice of proposed revisions and the voting itself may be carried out by traditional postal-based or electronic means. The confirmed revisions will take effect immediately unless they are of a nature which requires prior approval by the Minister of Consumer and Corporate Affairs.

Canadian Society for Analytical Sciences and Spectroscopy