Constitution and Bylaws

1.1 Classes and Conditions of Membership

(a) MEMBERS: Shall be those individuals, partnerships, or companies, incorporated under federal or provincial charter, resident in Canada, who pay the prescribed annual membership fee due the first day of January of each year.

(b) NON-RESIDENT MEMBERS: Individual residents outside of Canada may become members, but shall not hold office or be entitled to vote at any meeting.

(c) JUNIOR MEMBERS: Junior members shall be those individuals under twenty-one (21) years of age as of January 1 during the membership year, resident in Canada who have paid the prescribed annual membership fee due the first day of January of each year. Junior members shall not hold office, nor be entitled to a vote.

(d) LIFE MEMBERS: All those who purchased Life Memberships prior to July 1, 1980. Life memberships are held in the name of individuals and are non-transferable. Life members are entitled to vote and receive copies of any official information the CAA supplies.

(e) NON-MEMBERS: Any person not a member of this Association transferring animals on the records of the Association shall be subject to the same rules and regulations as a member.

1.2 Applications for Membership

(a) Application for membership shall be in writing and each applicant, on becoming a member, shall be bound by the Bylaws and amendments thereto and all rules of the Association.

(b) The Board of Directors shall have the power to reject any application for membership.

(c) Application for partnership or incorporated company membership shall specify the person authorized to vote, act, or sign, for the partnership or company.

(d) A member in good standing is a member who has complied with the regulations as hereinafter set forth and who is not in arrears of membership or other fees or dues nor is suspended.

1.3 Rights and Obligations of Members

(a) No member shall be entitled to any of the rights and privileges of the Association during any year until his/her annual fee for that year is paid.

(b) No member shall hold office or be entitled to vote at a meeting, or to give notice to amend these Bylaws if he/she is at the time in arrears of membership or other fees or dues and no member shall be entitled to vote who was not a member of the Association at the time notice was given calling such meeting.

1.4 Fees

The Board of Directors shall from time to time set the fees charged to members and non-members doing business with the Canadian Angus Association.

1.5 Annual and Other Meetings of Members

(a) The annual general meeting of this Association shall be held at such time and at such place as decided upon by the Board of Directors.

(b) Other general meetings shall be held at the time and place fixed by the Board of Directors.

(c) At the written request of twenty (20) members, the CEO or the President shall call a special general meeting of the Association at such place as he/she may designate, which meeting shall have the same status as if it had been called in the regular way by the Board of Directors of this Association, but such meeting shall have no power to amend these Bylaws.

1.6 Notice

A notice of at least thirty (30) days in advance shall be given by mail indicating the time and place of the annual meeting or other general meetings. This notice shall be provided to the last known address appearing on the books of the Association.

1.7 Quorum

For the transaction of the business of the Association at an annual or other general meeting a quorum shall be twenty-five (25).

1.8 Voting

(a) The right to vote at an annual meeting requires paid-up membership for the year that precedes and is concluded by the annual meeting.

(b) A member of a partnership or company other than the person mentioned in the application, may be authorized by the partnership, or company, to act or vote at any meeting of the Association, even though that person may have multiple memberships.

(c) There is one vote per paid membership and there shall be no proxy voting.

2.1 Number of Directors

The affairs of the Association shall be conducted by a Board of Directors who shall be elected from each of the following regions:

1. British Columbia, N.W.T., Yukon
2. Alberta
3. Saskatchewan
4. Manitoba
5. Ontario
6. Quebec
7. Maritimes

There shall be a Board of Directors comprised of twelve (12) elected Board members. Each region shall be entitled to elect at least one Director. Saskatchewan shall be entitled to three Directors and Alberta shall be entitled to four.

2.2 Terms

Directors are elected for three (3)-year terms, and shall hold office from the conclusion of the annual meeting, or as determined by the existing Board of Directors for the purpose of electing the President and President Elect of the coming year. This election may precede the Annual General Meeting for the closing year.

2.3 Elections

(a) A member elected to the Board shall not be allowed to serve more than two (2) full consecutive terms plus whatever term may be required if he/she serves in a protected capacity as President Elect, President, or Past President.

(b) The names to appear on the ballot for election of Directors from each region shall be all those names nominated by members in good standing at a general meeting of the respective regional association or through a process proposed by the Regional Association and approved by the Board of Directors. The Secretary of the regional association shall submit the names of nominees to the CEO no later than one hundred and twenty (120) days prior to the annual meeting.

(c) When the name or names submitted equal the number of vacancies that exist that person or persons shall be declared elected and assume duties effective the day following the annual meeting of that year, or as determined by the existing Board of Directors for the purpose of electing the President and President Elect of the coming year.

2.4 Election Voting

(a) Voting shall be offered online and by mail-in ballot. Notice and instructions for online voting shall be sent to all members in good standing by ninety (90) days prior to the annual meeting. Members who wish to receive a mail-in ballot are required to contact the Canadian Angus Association to request one. The completed mail-in ballot shall be delivered to the office of the Association or postmarked sixty (60) days prior to the annual meeting. All mail-in ballots must be in an envelope bearing the words “voting ballot enclosed”. Online voting will close at least sixty (60) days prior to the annual meeting.

(b) Ballots for the election of directors shall be counted six (6) business days following the closing of ballots. All members in good standing resident in the region with a vacancy shall be entitled to vote for as many Directors as the region is entitled to elect. Any ballot marked for more than the number of Directors to be elected shall be deemed a spoiled ballot.

(c) All ballots, whether mail-in or online, will be tied to the membership number. The scrutineers will verify one vote per membership number. If more than one ballot is determined to have been cast by a membership number, all ballots for that membership number will be disqualified. Under no circumstances will the candidate selected by a membership number be revealed and absolute confidentiality will be maintained.

(d) If two (2) or more members should receive the same number of votes a second election shall be held between the tied candidates. Mail-in and online ballots will be offered.

(e) Upon the completion of the count, the CEO shall make a statement in writing of the results to the candidates and regional secretaries. The candidates have the right to request and receive an accounting of the votes cast and the number they received.

2.5 Vacancies on the Board

In the case of resignation or loss of a Board member before expiry of their term, the Board of Directors of the respective regional association may appoint a person from that region to fill the remainder of the term. Such a person shall be eligible to run for two full subsequent terms.

2.6 Powers of the Board

(a) The Board of Directors are hereby empowered to implement such rules and regulations and take such steps as they deem necessary for the proper enactment and enforcement of the Bylaws of the Association.

(b) The Board of Directors shall hire a Chief Executive Officer (CEO) to be the Chief Administrative Officer of the Association to insure the competent management of the Association's affairs.

(c) The CEO shall name an official Registrar.

2.7 Committees of the Board

(a) Pedigree Committee: The President or his/her representative, the CEO and the Registrar shall be a committee with the authority to authorize change of ownership, and registration of pedigrees where signatures or other information are for any reason unobtainable. The decision of the Committee shall if unanimous, be final. If the committee is not unanimous, the matter in question shall be submitted to the Board of Directors for decision. This committee of the Board of Directors shall have no power to authorize the registration of any animal unless the pedigree of breeding submitted complies in all particulars with the rules of eligibility for registration as outlined elsewhere in these Bylaws. All decisions of the committee shall be reported to the Board of Directors, and shall be incorporated in the minutes of their next meeting.

(b) The Board of Directors may create whatever other committees it considers necessary to assist it in fulfilling its governance accountability.

2.8 Officers of the Board

(a) PRESIDENT: During their meeting held during Annual Convention, the Board of Directors shall be asked to ratify by simple majority the elevation of President Elect to President. This will be the second last order of business before adjournment prior to the Annual General Meeting. Upon approval, the President Elect shall assume the office of President immediately upon conclusion of the Annual General Meeting for the ensuing year.

(b) The term of the President shall run from the conclusion of the Annual General Meeting until the conclusion of the next annual general meeting.

(c) When, for any reason, the President Elect does not assume the office of President, the Board of Directors shall elect among their number, a President for the ensuing year.

(d) The President shall preside at all Director and General Meetings of the Association, exercise a general supervision over all the affairs of the Association, and do all matters, acts and things that are usually done by Presidents of similar organizations. The President shall be an ex-officio member of all committees.

(e) At meetings of the Directors the President shall have a vote, as long as he/she votes at the same time as the others of like mind when the question is put. If a tie vote results the motion shall be declared defeated.

(f) PRESIDENT ELECT: A President Elect shall be elected by the Board from among their number at the last Board of Directors meeting prior to the Annual General Meeting. This will be the final order of business before adjournment prior to the Annual General Meeting. The President Elect will hold office for a similar term, and in case the President is unable to act on account of illness or absence, shall perform all duties of the President.

(g) The term of President Elect shall run from the conclusion of the Annual General Meeting until the conclusion of the next annual general meeting.

(h) Should the term of office of the President Elect expire the year he/she is elected, he/she shall automatically hold office until his/her terms as President Elect, President and Past President expire and there shall be no election in his/her region until his/her term as Past President is about to expire.

2.9 Meetings of the Board

(a) Meetings of the Board of Directors shall be held as often as the business of the Association may require and shall be called by the President or the CEO upon the request of the President or a majority of the members of the Board of Directors.

(b) A meeting of the Board of Directors may be held by teleconference call providing proper notice is provided to Directors and a quorum be involved and regular minutes are recorded.

(c) Providing seven (7)-day proper notice is provided, a motion of the Board of Directors may be voted on by electronic means at the request of the President. Such motions are subject to quorum requirements and must be ratified the next time the Board meets, either in person or via teleconference, and recorded in that meeting's regular minutes.

(d) Notice of meetings of the Board of Directors other than the one immediately following the annual general meeting shall be mailed, faxed, phoned or electronically transferred to each director at least seven (7) days before the date of meeting to his/her last known contact information appearing on the books of the Association.

(e) A meeting of the Board of Directors may be held on shorter notice or without written notice, providing all directors have given their consent to the meeting being held. Such consent shall be entered in the minutes.

(f) A copy of the minutes of all meetings of the Board of Directors shall be mailed or electronically transferred within fifteen (15) working days following such meeting, to each director.

(g) At a meeting of the Board of Directors, a quorum shall be seven (7).

2.10 Indemnification

(a) Each director or officer holds office with protection from the Association. The Association indemnifies each director or officer against all costs and charges that result from any act done as a director or officer for the Association. The Association does not protect any director or officer for acts of fraud, dishonesty, or bad faith.

(b) No director or officer is liable for the acts of any other director, officer or employee. No director or officer is responsible for any loss or damage due to bankruptcy, insolvency, or wrongful act of any person, firm, or corporation dealing with the Association. No director or officer is liable for any loss due to an oversight or error in judgment, or by an action when acting as a director or officer of the Association, unless the act is fraud, dishonesty or bad faith.

3.1 Conditions of Expulsion and Suspension of Members

The Association adheres to the Animal Pedigree Act and respects and enforces, where it is within our right to do so, either within the Association or by reporting to the proper authority, the offenses and penalties as set forth in the Animal Pedigree Act.

Further, the Association will consider that any member who:

• (i) Is in arrears of any fees owing to the Association;
• (ii) Contravenes a Bylaw of the Association relating to the eligibility for registration of animals by the Association;
• (iii) Contravenes a Bylaw of the Association relating to the individual identification of animals;
• (iv) Contravenes a Bylaw of the Association relating to the keeping of private breeding records;
• (v) Contravenes any provision of the Animal Pedigree Act or the regulations thereunder;
• (vi) Has contravened any provisions of the Health of Animals Act or the regulations thereunder relating to the identification or testing of animals; or
• (vii) Has participated in conduct that is prejudicial to the interests of the Association;
•  

may be expelled or suspended and may be denied the privilege to register and transfer animals in the Herd Book of the Association.

3.2 Procedure for Expulsion and Suspension of Members

(a) On written complaint being made against a member or upon information reflecting upon any member's conduct coming to the attention of the CEO, it shall be the duty of the CEO to investigate the same or cause the same to be investigated and to satisfy him/herself either that:

• i) There has not been a breach by the member of these Bylaws; or
• ii) He/She has reasonable cause to believe there has been a breach of these Bylaws.

(b) If the CEO deems that there has been a breach of the Bylaws of such a character that the Association should take cognisance thereof, then such complaint shall be reduced to writing and shall be heard by the Board of Directors. The CEO shall then cause a copy of such complaint, with a notice of the time and place of hearing thereon, to be served upon such member not less than thirty (30) days prior to the said hearing and like notice may be given to any party who may have made the complaint. Such notice shall contain a statement of the purpose and scope of the hearing and the sanctions which the Board of Directors has power to take regarding such member's membership in the Association. Such notice shall further advise such member that such member may appear in person or be represented by counsel, produce witnesses, affidavits, documents or other evidence on such member's behalf.

(c) At the hearing before the Board of Directors, the member against whom the complaint has been referred, shall have the right to be heard in person or be represented by counsel, to produce whatever witness, affidavits, documentary or other evidence which such member may wish to produce and cross examine any other witnesses who appear to give evidence. At the closing of the hearing or as soon thereafter as may be reasonably possible, the Board of Directors shall make its finding and shall render its decision thereon, either exonerating or suspending the member. The Board of Directors shall file its decision with the CEO of the Association and shall give notice thereof to the member involved.

3.3 Reinstatement of Suspended or Expelled Member

Notwithstanding the foregoing, any member shall be at liberty after having been suspended or expelled from the Association to apply for reinstatement of his/her membership before the Board of Directors provided that one (1) year has elapsed after the date of suspension or expulsion by the Board of Directors.

3.4 Suspension and Cancellation of Registration Certificates

(a) Registration or transfer of ownership of an animal is made on the understanding that the particulars given on the application are correct.

(b) Pedigrees recorded incorrectly may be cancelled and re-recorded by the owner or by the Registrar at the expense of the original applicant for registration or transfer.

(c) If, after registry of an animal in the Canadian Angus Association Herd Book, information becomes available which raises doubt as to the propriety of such registration, the CEO shall cause the matter to be investigated and the CEO shall have the power to temporarily suspend such registration and all offspring registered from the said animal (hereinafter referred to as “interim suspension”). The CEO shall notify in writing the owner(s) of the animal(s) and any other party with an interest in the matter immediately upon such interim suspension with a description of the grounds for the suspension and the steps proposed for investigating the suspension.

(d) Within sixty (60) days of the interim suspension of the registered certificate of any animal the CEO must either:

• (i) Satisfy himself that the registration certificate is satisfactory and thus remove the interim suspension referred to in Bylaws 3.4(c) above; or
• (ii) Satisfy himself that the interim suspension should continue at which time the owner(s) or any other party with an interest in the matter shall have ninety (90) days to appeal the matter to the Board of Directors.

(e) If no appeal is made within the ninety (90) days following the interim suspension period, the certificate of registration for the animal in question is cancelled.

3.5 Appeal of Suspended Registration Certificates

(a) If appealed within the ninety (90) days, the matter of such suspended registration must be placed before the next Board of Directors meeting. The owner(s) of the animal or any other party with an interest in the matter shall be given thirty (30) days notice of the meeting together with advice that he may attend the meeting, he/she may be represented by counsel, he/she may call evidence or he/she may present affidavit evidence.

(b) At the conclusion of the due hearing, the Board of Directors may either:

• (i) Continue the suspension until certain conditions have been completed at which point the suspension would be removed; or
• (ii) Cancel the registration certificate; or
• (iii) Reinstate the registration certificate.

(c) The Board of Directors shall have the power to adjourn any hearing to obtain further information before reaching a decision.

(d) The CEO, at his/her discretion, may include more than one (1) animal in any notice to an owner with respect to a hearing before the Board of Directors.

3.6 Notice and Publication

(a) Service of any notice on a member shall be in writing to the last address shown in the Association for that member. Service shall be deemed to be received seven (7) days after the notice was sent by the Association.

(b) The announcement and publication of any ruling of the Board of Directors shall be within the discretion of the Board of Directors.

(c) All proceedings of either the Board of Directors or the annual meeting with respect to proceedings contained within the Bylaws which are not specifically provided herein shall be determined by either the President or, failing the President determining such procedures, the President Elect and shall be announced prior to the beginning of each such hearing.

3.7 Liability

(a) Any breeder suspended or expelled from the Association shall have no claim against the Association or any interest in the property or assets of the Association.

(b) It is understood that neither this Association nor the Registrar shall be held responsible for any loss or damage that may be sustained through suspension, cancellation or correction of any registration.

3.8 Notification to the Minister of Agriculture

(a) The Minister of Agriculture shall be given notification of the expulsion or suspension of any member of this Association.

(b) Notification of the reinstatement of a member shall be given to the Minister of Agriculture.

4.1 Offices

The offices of the Association shall be in the province of Alberta and the location of the office for the registration of pedigrees shall be co-located with the national offices of the Association.

4.2 Fiscal Year

The fiscal year and the membership year of the Association shall correspond with the calendar year.

4.3 Canadian Junior Angus Association

The Association may create, own and manage a subsidiary entity named the Canadian Junior Angus Association, hereinafter referred to as “CJAA”, for the purpose of assuring and promoting the specific interests of those members of the Association who have not reached the age of twenty-two (22) within the current year of their membership. The CJAA represents a special class of membership within the Association and is subject to all membership rights, privileges and responsibilities.

4.4 Canadian Angus Foundation Inc.

Pursuant to Canada Not-For-Profit Corporations Act, the Association may create, own and manage a non-profit entity named the Canadian Angus Foundation Inc., hereinafter referred to as “the Foundation”, for the purpose of fundraising and allocating such funds based on the following four (4) key objectives:

(a) Opportunity for personal growth and development for Junior Members of the Association through the activities of, but not limited to, the CJAA;

(b) Collection and preservation of the Association's and its membership's historical archives;

(c) Research, development and technological advancement to create and enhance breed improvement tools used by Association members and those supporting and utilizing Angus genetics;

(d) Education of the Association membership and those supporting Angus genetics with national and international cattle and beef interests.

The Foundation will be subject to registration in accordance with federal „not-for-profit‟ legislation and be bound by all requirements contained therein. The activity of the Foundation shall be confined solely to the previously stated four (4) objectives and shall not conflict in any way with the activities of this Association. A financial statement for the Foundation shall be reported annually by the Canadian Angus Association.

4.5 Regional Associations

Members of the Association in good standing may organize regional associations, clubs or societies under a constitution approved by the Board of Directors of the Canadian Angus Association. The activities of any such regional association shall be confined solely to its provincial interests and shall not conflict in any way with the activities of this Association. Not more than one association in each province shall be organized under this constitution. Two or more provinces or territories may join together to form one association. A financial statement of each regional association shall be submitted annually to the Canadian Angus Association.

4.6 Audit and Annual Report

(a) The Association at each annual general meeting shall appoint an auditor or auditors. His/her duty shall be to examine the book of accounts of the Association, vouchers for all payments and certify the usual statement of receipts and expenditures and assets and liabilities for the year, for presentation to the next annual general meeting.

(b) The Board of Directors at each annual general meeting shall submit a complete report of its acts and of the affairs of the Association; it shall present a detailed statement duly audited of the receipts and expenditures of the preceding year and of the assets and liabilities of the Association.

(c) A copy of this report, a list of members, officers elected and also general information on the affairs of the Association shall be sent to the Minister of Agriculture for Canada within twenty (20) days after the annual general meeting.

4.7 Expenses, Income and Property

The income and property of the Association from whatever source derived, shall be applied solely towards the promotion and furtherance of the objects of the Association and no part thereof or otherwise as profits or gain to members of the Association, past, present or future, or any person claiming through any member providing, however, that nothing therein contained shall prevent the bona fide payment or remuneration to any manager, secretary, treasurer, registrar, officer, clerk or employee or other person for services actually rendered the Association whether such are members of the Association or not, and the expenses of the directors or other officers in doing the business of the Association.

4.8 Books

The Association shall cause a book to be kept by the staff and the secretary of each branch of the Association, if any, wherein shall be contained a copy of the Bylaws, articles of incorporation, business and books so that persons becoming members of the Association may at all reasonable times examine the same.

4.9 Registration and Membership Fees

All fees paid to the Association shall be deposited to the credit of the Association in a chartered bank selected by the CEO.

4.10 Interpretation of Meaning
Wherever the context permits in these Bylaws, the singular shall include the plural, the masculine the feminine and the neuter.

4.11 Corporate Seal

The seal as stamped in the margin hereof, shall be the corporate seal of the Association. Custody of the seal is the responsibility of the CEO and the Board of Directors shall determine its use.

4.12 Amendment of Bylaws

(a) Notice of all proposed amendments to these Bylaws shall be in writing and signed by ten (10) members in good standing, or passed by a simple majority of the Board of Directors.

(b) Proposed amendments shall be given to the CEO so they may be published as provided for in the regulations of the Association.

(c) These Bylaws may be amended by a majority vote of those members in good standing who vote in a referendum by mail or online which is properly conducted under the regulations established by the Association.

(d) No amendments shall be valid until approved by the Minister of Agriculture for Canada and filed at the Department of Agriculture of Canada.

(e) Notice of all proposed amendments to these Bylaws shall be provided to the Minister of Agriculture for Canada.

(f) If the Association wishes to change its articles of incorporation, amalgamate with one or more other associations or dissolve the Association, an amendment may be presented to the general membership by mail ballot or online vote provided the amendment is authorized in writing by ten (10) members in good standing.

4.13 Repeal of Bylaws

The constitution of this Association approved the 29th day of May, Nineteen hundred and twenty-two (1922), and amendments thereto, is hereby repealed.