Canadian Armenian Alumni Association
(herein referenced as “CAAA”)
BYLAWS No. 1
This set of Bylaws shall be effective when made by the board.
CERTIFIED to be BYLAWS No. 1 of the Corporation, as enacted by the Board Members of the Corporation by resolution on the 30th day of September, 2022 and confirmed by the Voting Members of the Corporation by special resolution on the 30th day of September, 2022.
Dated as of the 30th day of September, 2022.
TABLE OF CONTENTS
Academic Semester: A trimester as broadly defined by Canadian universities to be Summer, Winter, and Fall semesters.
Act: The Canada Not-for-profit Corporations Act S.C. 2009, c.23 including the Regulations made pursuant to the Act, and any statute or regulations that may be substituted, as amended from time to time.
Adult: An individual that is 18 years old or more.
Alumni: An adult individual who is no longer eligible to be a member to an ASA and is currently residing in Canada.
Armenian: An individual who self-identifies as Armenian ethnic background.
Armenian Cause: Refers to initiatives and priorities which seek to improve the socioeconomic and/or geopolitical reality of Armenia and/or the Armenian Diaspora.
ASA: Armenian Student Associations within the context of post-secondary education.
Board Member: A member of the Board of Directors, which may be referred to as Directors for legal filing purposes only.
Bylaws: Refers to the most recently ratified version of this document, the “Bylaws”.
CAAA: Canadian Armenian Alumni Association
Committee Leader: The primary point of contact of any given Member-Led Committee
Committee Member: A member of any given Member-Led Committee involved in the organization of committee activities. The Committee Leader is also a Committee Member.
Gross Violation: Refers to an unjustifiable misalignment with the Mission Statement, Vision Statement, and/or Core Values as defined in Part B.2. Two factors are necessary to be considered “Gross”. First, significant violation severity such that CAAA may face reputational or legal repercussions due to the violation. Second, a unanimous agreement of this level of severity within the respective authority body that concludes whether a Gross Violation occurred.
Representative: A member of the Operations Committee.
Member: Includes any individual inscribed into the membership lists as described in Part D.
Motion: An enforceable directive decided by Voting Members during an Annual General Meeting or a Special General Meeting.
Non-partisan: Lack of affiliation to political parties, both in appearance and in fact, when relating to political and/or divisive topics surrounding the Armenian Cause.
B.1.1 The purpose of this document, the Bylaws, is to:
Define CAAA as an entity, including its guiding principles and identity.
Establish directives on the minimum core legal mechanics necessary for the entity to operate, herein referred to as “Bylaw” (singular) or “Bylaws” (plural).
B.1.2 The purpose of this document is NOT to:
Establish new committees to address specific topics surrounding the Armenian Cause, beyond committees necessary at the minimum for the smooth functioning of CAAA.
Establish, plan for, or analyze projects, priority areas, lessons learned, specific volunteers or staff, or any other such operational decision-making which would typically be subject to change from one year to another.
B.1.3 This Bylaws document is the utmost authority. In the event of any incongruence between herein Bylaws and other pronouncements, such as but not limited to Board Members’ Minutes, public statements made by Board Members or Representatives, or statements made through online communications, the Bylaws take precedence in authority and nullify the latter pronouncement.
B.2.1 “Our mission is two-pronged:
(A) To provide a non-partisan platform for Armenian Alumni residing in Canada to self-organize and participate in Armenian Cause initiatives, thus developing a spirit of community within the membership.
(B) To assist ASA's in capacity-building, thus improving their impact on the community and offering ASA constituents a transitory space upon becoming alumni.”
B.2.2 The above, herein referred to as “Mission Statement”, provides guiding context on the extent of CAAA’s operations. It embodies what CAAA should be focusing on and living daily.
B.2.3 “CAAA’s vision is to be the unifying platform where Canadian Armenian Alumni of diverse perspectives can apply their efforts towards the Armenian Cause in whichever project they believe in most while supporting all ASA’s across Canada in the process.”
B.2.4 The above, herein referred to as “Vision Statement”, provides guiding context on the extent of CAAA’s strategic planning. It embodies what CAAA should be focusing on achieving within 5-10 years.
Non-partisanship
B.2.5 “We, as members, pledge to orient our actions towards the best interests of the Armenian Cause, while looking beyond the limitations of partisanship. Decisions should be taken with non-partisanship in mind to the extent practicable.”
Inclusivity
B.2.6 “We, as members, pledge to respect other members regardless of their political affiliation, beliefs, gender, and sexual orientation. An open-minded mindset should be applied at all times among members.”
Collaboration
B.2.7 “We, as members, pledge to work closely with diverse Armenian community organizations in the co-creation of a common ground within the Canadian Armenian community.”
B.2.8 “We, as members, also pledge to bridge the gap between Armenian and non-Armenian community organizations.”
Grassroots
B.2.9 “We, as members, pledge to empower Canadian Armenian Alumni community voices in the organization’s decision-making process, while offering a platform to support their community initiatives.”
B.2.10 The above points B.2.5 to B.2.9, herein referred to as “Core Value” (individually) or “Core Values” (collectively), provide guiding principles on right and wrong. It embodies the values which CAAA’s entire organizational body must apply as best possible where specific guidance or precedence is lacking.
B.3.1 The Board must appoint a chairperson and minute-keeper prior to or at the start of each Annual General Meeting. These may or may not be Board Members. The chairperson shall facilitate the discussion using the decided meeting procedure. The minute-keeper shall document presence at the meeting as well as decisions taken during. Both may also act in their roles as Voting Members or Non-Voting Members if they meet either definition.
B.3.2 An appropriate meeting procedure will be decided at the start of each Annual General Meeting. In the absence of such a decision, the chairperson of that meeting shall decide on an appropriate meeting procedure.
B.3.3 Each individual registered as a Voting Member before the start of the Annual General Meeting is eligible to vote on Motions during the Annual General Meeting unless a clause in the Bylaws specifically mentions otherwise.
B.3.4 Each Annual General Meeting date will be decided by the Membership at its previous Annual General Meeting. The Board of Directors may later change this date if necessary for logistical purposes. The minutiae of time and location may be decided at a later date by the Board of Directors.
B.3.5 The total number of seats on the Board of Directors will be decided by the Voting Membership at each Annual General Meeting, applicable immediately and replacing any past numbers of seats.
B.3.6 The minimum number of seats on the Board of Directors is four.
B.3.7 Board Members must be voted upon at the Annual General Meeting, compliant with the number of seats per B.3.5 and B.3.6.
B.3.8 In the event of unfilled seats at any point during the year, these may be filled at a Special General Meeting. Notwithstanding the former, the same election procedures as those for the Annual General Meeting shall be applied to the Special General Meeting as described in Part E.
B.3.6 Special General Meetings may be called by a Board Member for matters which may either require or benefit from a Voting Member vote.
B.3.7 The Board of Directors must inform its Voting and Non-Voting Membership of this meeting as soon as logistically possible. The same meeting procedures as those for the Annual General Meeting shall be applied.
B.3.8 Each individual registered as a Voting Member before the start of the Special General Meeting is eligible to vote on Motions during the Annual General Meeting unless a clause in the Bylaws specifically mentions otherwise.
B.4.1 Any change to these Bylaws requires approval from ⅔ or more of all eligible Voting Members included in the Voting Membership Registry, rounded up to the nearest whole number. These changes may occur at an Annual General Meeting or a Special General Meeting.
B.5.1 In the interpretation of the Bylaws, words in the singular include the plural and vice-versa, words in one gender include all genders, and "person" includes an individual, body corporate, partnership, trust and unincorporated organization.
B.5.2 Other than as specified in Part A: Definitions, words and expressions defined in the Act have the same meanings when used in these Bylaws.
B.5.3 The Corporation (the CAAA) may have a corporate seal in the form approved from time to time by the Board of Directors. If a corporate seal is approved by the Board of Directors, a custodian of the corporate seal must be decided. The custodian must be a Board Member.
B.5.4 Deeds, transfers, assignments, contracts, obligations and other instruments in writing requiring execution by the CAAA may be signed by any two (2) of its Board Members. In addition, the board may from time to time direct the manner in which and the person or persons by whom a particular document or type of document shall be executed. Any person authorized to sign any document may affix the corporate seal (if any) to the document. Any signing officer may certify a copy of any instrument, resolution, Bylaw or other document of the CAAA to be a true copy thereof.1
C.1.1 See Annex A for an updated organizational structure overview. The purpose of the illustration is purely illustrative and not prescriptive.
C.2.1 Board Members in the Board of Directors will be elected as per Part E.
C.2.2 Board Member candidates must disclose all of their affiliations to Armenian community and political organizations prior to the start of voting as per Part E, such that voters may determine their partisan affiliations.
C.2.3 The Board of Directors may not be composed of more than 50% of Board Members being Tightly Affiliated with a specific Armenian community or political organization, except with CAAA.
C.2.4 An individual is Tightly Affiliated to an Armenian community or political organization if at least one of the following applies:
have donated funds over $1,000 in a single calendar year at any point in their lives, except for humanitarian aid purposes that do not directly benefit that organization;
have donated funds over $10,000 in a single calendar year at any point in their lives for any purpose;
are a current Voting Member in that organization;
have assisted in the organization of any formal event, activity or program for that organization in the past year;
attend that organization’s formal events, activities, or informal gatherings, at a frequency of at least twice a month for the past 12 months, or at least 24 times in the past 365 days.
C.2.5 The Board of Directors may not be composed of more than 80% of Board Members being Loosely Affiliated with a specific Armenian community or political organization, except with CAAA.
C.2.6 An individual is Loosely Affiliated to an Armenian community or political organization if at least one of the following applies:
have in the past been, and no longer are, Tightly Affiliated to that organization;
have a sibling, parent, or child that is currently Tightly Affiliated to that organization;
attend that organization’s formal events, activities, or programs at a frequency of at least once per two months for the past 12 months, or at least 6 times in the past 365 days;
have attended an Armenian day school at any level of education, held five times per week, for a period of at least three academic years.
C.2.7 Any formal event, activity, program organized in collaboration with an Armenian community or political organization by an individual within the context of their role as CAAA Board Member, Representative, Committee Leader, or Committee Member is excluded from being considered for the purpose of C.2.4 and C.2.6.
C.2.8 Any formal event, activity, program, or informal gathering of another Armenian community or political organization than CAAA which is attended by an individual within the context of their role as CAAA Board Member, Representative, Committee Leader, or Committee Member is excluded from being considered for the purpose of C.2.4 and C.2.6.
C.2.9 For the purpose of C.2.4 and C.2.6, any affiliation to an Armenian community or political organization that reports to an overarching parent organization is deemed to be an affiliation to the parent organization in question. As an illustrative example, CAAA is a parent organization for its Member-Led Committees, regardless of how those may individually be branded. In this example, while the Member-Led Committees have relative autonomy, CAAA may exercise its influence to align the activities with the CAAA core identity as defined in Parts C.2 and C.3.
C.2.10 If an individual is both Tightly and Loosely Affiliated to a single organization, they will be deemed Tightly Affiliated with that organization.
C.2.11 The Board of Directors’ responsibilities include high-level strategic planning, governance, relations with external entities, and internal administration. The Board must notably ensure that the Mission Statement, Vision Statement, and Core Values of CAAA are reflected in the conduct of CAAA.
C.2.12 The Board of Directors is recommended to meet monthly (twelve times a year) or more.
C.2.13 The Board of Directors may overturn an Operations Committee or a Member-Led Committee decision if it deems this decision to be misaligned with the Mission Statement, Vision Statement, and/or Core Values of CAAA as defined in Part B.2.
C.2.14 The Board of Directors may create Member-Led Committees as need be. In doing so, they must appoint a Committee Leader.
C.2.15 The Board of Directors are responsible to appoint, remove, and replace Operations Committee Representatives. They may also appoint or replace a Committee Leader if needed.
C.2.16 Individuals from the Board of Directors, the Operations Committee, and all Member-Led Committees are not mutually exclusive. Thus, a Board Member may be appointed to the Operations Committee or to a Member-Led Committee. Likewise, a Representative may be appointed as Member-Led Committee Leader or Committee Member.
C.3.1 Representatives in the Operations Committee will be selected by the Board of Directors.
C.3.2 The Operations Committee’s responsibilities include (a) forming a liaison with all Member-Led Committees, delegating resources to said committees, as well as (b) planning and execution of CAAA events and daily operations beyond the scope of other committees.
C.3.3 The Operations Committee is recommended to meet bi-weekly (twenty-six times a year) or more.
C.3.5 The Operations Committee is expected to present information in a format and at a frequency as requested by the Board of Directors.
C.3.4 The Operations Committee may create Member-Led Committees as need be within the guidance established by the Board of Directors. In doing so, they must appoint a Committee Leader. If at any point a Member-Led Committee lacks a Committee Leader, the Operations Committee may appoint a new Committee Leader.
C.3.5 The Operations Committee may reinstate previously removed Member-Led Committee Members, or disallow appointment of a Member-Led Committee Member, if the Committee Leader’s decision of removal is a Gross Violation of the Mission Statement, Vision Statement, and/or Core Values of CAAA as defined in Part B.2.
C.3.6 The Operations Committee may remove Member-Led Committee Members and Committee Leaders within the guidance established by the Board of Directors.
C.3.7 The Operations Committee may refuse to use CAAA assets for a Member-Led Committee activity, including but not limited to money, social media, and other tangible or intangible assets, if it deems the activities to be misaligned with the Mission Statement, Vision Statement, and/or Core Values of CAAA as defined in Part B.2.
C.4.1 Committee Leaders and Committee Members must act in accordance with the Mission Statement, Vision Statement, and Core Values of CAAA.
C.4.2 Committee Leaders reserve the ability to appoint and remove Committee Members of their respective committee within the guidance established by the Operations Committee, up to seven (7) Committee Members including the Committee Leader.
C.4.3 An individual who wants to become a Committee Leader must present a statement demonstrating their desired Member-Led Committee’s mandate and any other information requested by the Operations Committee. The Operations Committee may choose to approve said individual’s committee idea, thus officializing the Member-Led Committee and its Committee Leader.
C.4.4 Each Committee Leader is expected to present information in a format and at a frequency as requested by the Operations Committee.
C.4.5 Each Committee Leader is expected to manage CAAA assets, including but not limited to money, social media, and other tangible or intangible assets, in a manner recommended by the Operations Committee, as well as non-financial resources to their disposal to achieve their Member-Led Committee’s mandate. They may delegate such powers to other volunteers to manage the Member-Led Committee.
D.1.1 Voting Members include Board Members, Representatives, Member-Led Committee Leaders and Member-Led Committee Members. They may:
Propose agenda topics to the Chairperson at the start of or prior to the meeting;
Propose Motions to the Chairperson when relevant to the agenda topic discussed;
Vote on Motions when called to vote by the Chairperson;
Discuss opinions on agenda topics when called upon by the Chairperson.
D.1.2 Non-Voting Members include any individual that meets the definition of an Alumni under Part A. They may discuss opinions on agenda topics when called upon by the Chairperson.
D.1.3 To be eligible for Voting or Non-Voting Membership, an individual must first meet the definition of Alumni as specified under Part A.
D.1.4 An individual who has been expelled from any form of membership as per the procedures outlined in Parts C or G shall be deemed ineligible for that specific form of membership during any Annual General Meeting or Special General Meeting, irrespective of whether they satisfy the eligibility requirements mentioned above.
D.2.1 The Board of Directors must prescribe a clear method for Alumni to join the Voting and Non-Voting Membership.
D.2.2 The Operations Committee must maintain a registry denoting all Voting and Non-Voting Members which must be updated at the minimum (a) by the fiscal year-end, and (b) prior to the start of each Annual General Meeting or Special General Meeting.
D.2.3 Voting Member and Non-Voting Member status automatically expires when one no longer meets the respective definitions per the Bylaws, regardless of whether the registry is updated.
E.1.1. The Board of Directors is regularly elected once every three Annual General Meetings for a term of three years and may be reelected thereafter.
E.1.2. These elections may be held earlier than the official three-year term expiration date of a Board Member’s term if advantageous for logistical reasons. If this approach is opted, the date of the election results does not alter the official ending date of the Board Member’s three-year term.
E.1.3. If there are any vacant seats at any point within the regular three-year term for the Board of Directors, a by-election may be held at the nearest Annual General Meeting or Special General Meeting to fill these seats, if deemed necessary by the Board Members.
E.1.4. All elections will be performed using the methods decided by the outgoing Board of Directors, including physical ballot, online voting, or any other appropriate method.
E.1.5 All remaining election-related minutia will follow the Book of Elections as approved during the Annual General Meeting.
F.1.1 The financial year end of the CAAA is on September 30 of each year.
F.1.2 The banking business of the CAAA shall be transacted at such bank, trust company or other firm or corporation carrying on a banking business in Canada or elsewhere as the board of directors may designate, appoint or authorize from time to time by resolution. The banking business or any part of it shall be transacted by an officer or officers of the CAAA and/or other persons as the board of directors may by resolution from time to time designate, direct or authorize.
F.1.3 The CAAA may, instead of sending copies of the annual financial statements and other documents referred to in subsection 172(1) (Annual Financial Statements) of the Act to the Voting and Non-Voting Members, publish a notice to its Voting and Non-Voting Members stating that the annual financial statements and documents provided in subsection 172(1) are available at the registered office of the CAAA and any Member may, on request, obtain a copy free of charge in electronic form.
G.1.1 In the event of disputes about Non-Voting Members, any Member with grievances must follow the appropriate sequence of escalation, in order:
All involved Members must discuss the grievance with an open-minded concept (per B.2.6) to achieve a resolution that most aligns with CAAA’s core identity in B.2.
If no resolution is obtained in step 1, the involved Members may seek a moderator from an Operations Committee Representative to find a resolution that most aligns with CAAA’s core identity in B.2.
If no amicable resolution is obtained in step 2, and only if a Non-Voting Member is acting against the CAAA’s core identity in B.2, the Operations Committee may remove a Non-Voting Member from membership & forbid their involvement in CAAA activities for a duration determined appropriate by the Committee, up to an indeterminate duration.
G.2.1 In the event of disputes about Member-Led Committee Members, any Member with grievances must follow the following sequence of escalation, in order:
All involved Members must discuss the grievance with an open-minded concept (per B.2.6) to achieve a resolution that most aligns with CAAA’s core identity in B.2.
If no resolution is obtained in step 1, the involved Members may seek a moderator from an Operations Committee Representative to find a resolution that most aligns with CAAA’s core identity in B.2.
If no amicable resolution is obtained in step 2, the Operations Committee may remove the individual from the Member-Led Committee and from Voting Membership. The Operations Committee may also choose to remove a Non-Voting Member from membership & forbid their involvement in CAAA activities for a duration determined appropriate by the Committee, up to an indeterminate duration.
G.3.1 In the event of disputes about Representatives or Board Members any Member with grievances must follow the following sequence of escalation, in order:
All involved Members must discuss the grievance with an open-minded concept (per B.2.6) to achieve a resolution that most aligns with CAAA’s core identity in B.2.
If no resolution is obtained in step 1, the Member with grievances may fill out a template prepared & given by the Board, in which they must demonstrate to the Board that the previous step G.3.1.1 was already attempted. The grievances raised must demonstrate that the Representative or Board Member is not worthy of membership due to a grave departure from the core identity of CAAA. Each argument raised must be linked to a core identity element per B.2.
The package must then be filed to the Board of Directors.
The Board of Directors must schedule a Special General Meeting to reach a dispute resolution as soon as logistically possible.
The individual against which the grievance is directed must abstain from attending or influencing the meeting altogether and will have no voting right for this grievance. They may not contact any attendee of that meeting for the duration of the meeting.
The individual against whom the grievance is directed must be invited to speak for a duration of the meeting to present relevant facts. However, they shall only be allowed within the room for the duration of the questioning period, and must leave the room prior and subsequent to the questioning period. They may also refuse to attend this meeting, in which case the meeting takes place without any questioning period for them.
G.3.2 Any removal from membership as a conclusion of the process in G.3.1 is final and cannot be reversed. The removed Member must remove themselves from any associations with CAAA.
This illustration is not yet available, and will be amended at a later date.
The Annexes serve as illustrative elements and their inclusion or exclusion holds no weight on the full functioning of the above Bylaws.
This statement is not yet available, and will be amended at a later date.
The Annexes serve as illustrative elements and their inclusion or exclusion holds no weight on the full functioning of the above Bylaws.
