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By-Laws

Membership
Fees
Offices
Corporate Seal and Certification Documents
Board of Directors
Officers and Duties
Renumeration and Indemnification of Officers and Directors
Committees
Certification
Association Meetings
Finances
Intellectual Property
Chapters
By-Laws Amendment Process
Dissolution

1.	Membership
	1.1	Eligibility
		1.1.1	Regular members must be employees of a Federal Government department or agency subject to the Policy on Government Security.
		1.1.2	Federal Government Employees unconditionally qualify for membership will be from one of the following categories:
			1.1.2.1.	Departmental Security Officer;
			1.1.2.2.	Someone sponsored by a Departmental Security Officer;
			1.1.2.3.	A person directly engaged in the delivery of a departmental security program that will contribute to the pursuit of the association objectives.
		1.1.3.	Associate Members may be admitted subject to sponsorship by two Regular Members and approval by the Board of Directors, on payment of the prescribed annual membership fee, from the following categories:
			1.1.3.1.	A person employed in the Public Service of a foreign provincial, state, or territorial governmental ministry or agency, or a Canadian or foreign public or private company, who were engaged in security or security-related functions;
			1.1.3.2.	Teachers and students at a Canadian postsecondary educational institution giving instruction in or registered for study in, a full-time or part-time security or law enforcement or related program; or
			1.1.3.3.	Retired or former employees of a Canadian or foreign government or private company, who were engaged in security or security-related functions.
		1.1.4.	Associate Members shall not have the right to:
			1.1.4.1.	Stand for election to the Board of Directors;
			1.1.4.2.	Propose amendments of the Constitution and the By-laws; and
			1.1.4.3.	To vote at Annual or Special Meetings, but otherwise shall be entitled to enjoy the privileges of Regular Members.
		1.1.5.	Any eligible person pursuant to Article 1.1.1 who cannot qualify under Article 1.1.2 who feels that membership in the Association would be mutually beneficial and who does not otherwise qualify for membership, may make application to the Board of Directors for consideration.
		1.1.6.	The applicant is responsible for providing proof of eligibility for membership. Applicants who clearly qualify pursuant to Articles 1.1.1 and 1.1.2 shall receive automatic approval. All others shall be assessed by the Board of Directors.
		1.1.7.	The Board of Directors decision on applications and on those made pursuant to Article 1.1.5 and 1.16 is final.
	1.2.	Rights, Privileges and Obligations
		1.2.1.	Application for membership must be addressed, in writing to the Secretary in such a form as the Association may, from time to time, decree.
		1.2.2.	Members shall have equal rights, privileges and obligations subject only to conditions contained in these By-laws.
	1.3.	Resignation
		1.3.1.	A member may resign at any time by serving written notice to the Treasurer and upon discharging any liability which is on the books of the Association at the time of such notice.
		1.3.2.	Upon his or her resignation, the member's rights, interests and titles in and to the property and assets of the Association shall be vested in the Association, and the member shall remain liable to the Association for any fees or other monies owed up to the time the member resigned.
	1.4.	Termination of Membership
		1.4.1.	Membership may be terminated by the Board of Directors for cause, or administratively by the Secretary/Treasurer for one of the following:
			1.4.1.1.	Failure to pay the annual membership fee;
			1.4.1.2.	Termination of employment with a federal institution which is subject to the Policy on Government Security;
			1.4.1.3.	Withdrawal or lack of sponsorship by a Departmental Security Officer; or
			1.4.1.4.	Withdrawal of support by the Board of Directors.
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2.	Fees
	2.1.	Membership Fees
		2.1.1.	Membership fees shall be fixed annually by the Board of Directors and approved at the Annual Meeting by a simple majority vote of the membership.
		2.1.2.	Membership fees are payable upon application for membership and annually thereafter on or before the date set by the Board of Directors.
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3.	Offices
	3.1.	Head Office
		3.1.1.	The Head Office of the Association shall be located in the National Capital Region.
	3.2.	Other Offices
		3.2.1.	The Association may establish other offices by resolution elsewhere in Canada as deemed expedient.
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4.	Corporate Seal and Certification of Documents
	4.1.	Corporate Seal
		4.1.1.	The Corporate Seal shall be in a form prescribed by the Board of Directors and shall bear the name of the Association in both official languages. The custody of the Corporate Seal shall be entrusted to the Treasurer.
	4.2.	Certification of Documents
		4.2.1.	The President shall have the authority to certify specific documents and to appoint any member to do as required.
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5.	Board of Directors
	5.1.	Board of Directors
		5.1.1.	The Association shall be managed by a Board of Directors made up of:
			5.1.1.1.	the President;
			5.1.1.2.	the Vice-President;
			5.1.1.3.	the Secretary;
			5.1.1.4.	the Treasurer;
			5.1.1.5.	the Immediate Past President;
			5.1.1.6.	Four (4) Directors; and
			5.1.1.7.	One (1) representative from Treasury Board Secretariat (TBS).
		5.1.2.	The applicants for incorporation became the first directors of the corporation. Their term of office continued until their successors were elected in 1993.
		5.1.3.	The first annual meeting of members in 1993 elected the Board of Directors, who replaced the provisional directors named in the Letters of Patent of the corporation.
		5.1.4.	The Board of Directors may delegate to any committee any or all powers, duties and authorities which may lawfully be delegated.
	5.2.	Elections of Boards of Directors
		5.2.1.	The Board of Directors, except for the Treasury Board Secretariat representative, shall be elected from the members at large.
		5.2.2.	Each year the Board of Directors shall appoint a Nominations Committee, to be composed of 3 members at large. They shall accept nominations, put forward and manage the nomination and election process.
		5.2.3.	Nominations from members at large (who are in good standing) are to be received by the Nominations Chairperson at least 3 days in advance of the Annual General Meeting, in a form as determined by the Board of Directors. At minimum the nomination must contain the name of the member nominated, the position for which he/she is nominated, the name and signature of the member proposing the nomination and the name/signature of the member who has seconded the nomination.
		5.2.4.	Any member of the Board of Directors may stand for election for a maximum of two consecutive terms in any one position.
		5.2.5.	A term serving on the Board of Directors means:
			5.2.5.1.	From the close of one annual general meeting until the close of the next annual general meeting.
		5.2.6.	The President shall, not later than 3 days preceding the annual meeting, appoint 3 or more election scrutinizers who shall report the results of the election of officers to the Board of Directors and to the annual meeting.
		5.2.7.	Any member who is neither a member of the Board of Directors nor a nominee for election to the Board shall be eligible to serve as a scrutinizer.
		5.2.8.	At the Annual General Meeting the members shall elect, by secret ballot, the proposed Board members who have been validated by the Nominations Committee. The required number of members of the Board of Directors will follow the format described below:
			5.2.8.1.	The positions of President, Vice President, Secretary and Treasurer will be elected for a TWO YEAR term; and
			5.2.8.2.	The positions of Directors will be elected for a ONE YEAR term.
		5.2.9.	A tie vote shall be broken by a decision of the Board of Directors.
	5.3.	Board Meetings
		5.3.1.	The Board of Directors shall meet as soon as practicable following the annual meeting of the Association. It shall meet at least twice a year at times and places designated by the President. Directors require at least 5 days notice of any such meeting.
		5.3.2.	The President shall call a Special Meeting of the Board of Directors if requested to do so by a majority of Directors. The request must be in writing, stating the time and place of the meeting and the business to be transacted.
		5.3.3.	The President may invite the chairman of any standing or special committee, or a representative of any duly constituted organization, to attend a regular or Special Meeting of the Board as an observer or to report on any matter of interest to the Board.
		5.3.4.	At any meeting of the Board of Directors a quorum shall consist of a simple majority of those entitled to be present and vote. Unless otherwise specified, a quorum shall have the full authority of the Board throughout the meeting, even though members may leave during the meeting, thus reducing the number to less than a quorum. At the beginning of a meeting, members who have declared conflict of interest shall be counted in determining a quorum.
		5.3.5.	Only members of the Board of Directors may vote at any meeting of the Board. Proxies are not permitted at meetings of the Board of Directors.
		5.3.6.	The President shall be a member, ex officio, of all committees of the Association.
	5.4.	Removal from Office
		5.4.1.	A Director may be removed from office for cause such as:
			5.4.1.1.	Continued, gross, or willful neglect of the duties of office;
			5.4.1.2.	Failure or refusal to disclose necessary information on matters of Association business;
			5.4.1.3.	Unauthorized expenditures, signing of cheques or misuse of Association funds;
			5.4.1.4.	Misrepresentation of the Association and its Directors to outside persons; and
			5.4.1.5.	Conviction of a criminal offence.
		5.4.2.	The Board of Directors shall first ask the accused Director to resign. If the accused Director does not resign, the Board of Directors shall give notice of motion requesting the removal of the accused Director to be considered at a Special Meeting that shall be convoked for such purpose, at which the accused Director shall be given a reasonable opportunity to present a defence, after which a determination shall be made by a two-thirds vote.
	5.5.	Vacancies
		5.5.1.	When a vacancy occurs on the Board by virtue of a resignation, removal or other reason, the Board of Directors may fill the vacancy by appointment until the next Annual Meeting, when the position shall be offered for nomination and election, if not already scheduled, for the remainder of the original term.
		5.5.2.	The only exceptions to the above are vacancies for the office of President and Vice-President. The Vice-President shall fill the office of President and that of the Vice-President shall be filled by another member chosen by the Board of Directors.
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6.	Officers and Duties
	6.1.	Officers
		6.1.1.	The Officers of the Association shall be the following:
			6.1.1.1.	President;
			6.1.1.2.	Vice President; and
			6.1.1.3.	Treasurer.
		6.1.2.	Officers of the Association shall be elected as per article 5.2.9 of these By-laws.
	6.2.	Duties
		6.2.1.	The President:
			6.2.1.1.	Establishes the strategic direction of the Association; and
			6.2.1.2.	Ensures the effective functioning of the Association and its timely response to the needs of members.
		6.2.2.	The Vice-President:
			6.2.2.1.	Assists the President in establishing and maintaining the strategic direction of the Association;
			6.2.2.2.	Assumes the office of President when a temporary vacancy occurs in that office; and
			6.2.2.3.	Advises the President on the management of the Association.
		6.2.3.	The Secretary:
			6.2.3.1.	Records and maintains the minutes and decisions of the Association;
			6.2.3.2.	Maintains the essential records (e.g. Constitution, By-laws) of the Association;
			6.2.3.3.	Establishes and maintains standards and procedures for the management of the information holdings of the Association.
		6.2.4.	The Treasurer:
			6.2.4.1.	Manages the financial affairs and records of the Association.
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7.	Remuneration and Indemnification of Officers and Directors
	7.1.	Remuneration
		7.1.1.	No member of the Board of Directors, Officer, or any member of any committee shall receive any remuneration for duties performed on behalf of the Association, but these persons may be reimbursed for reasonable expenses incurred while performing their duties.
	7.2.	Indemnification
		7.2.1.	Every member of the Board of Directors, their heirs, executors, administrators, estates and effects shall at all times be indemnified and saved harmless by the Association from costs, charges and expenses sustained or incurred because of any action, suit or proceeding brought against the member for any execution of official duties, except costs, charges or expenses occasioned by willful neglect.
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8.	Committees
	8.1.	The Board of Directors shall have the authority to create committees to serve the needs and objectives of the Association.
	8.2.	A member of any committee may be removed from that or any other committee upon a unanimous vote of the Board of Directors or upon a majority vote of the Board after having received a petition for such removal, signed by at least 25 members at large.
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9.	Certification
	9.1.	To be determined.
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10.	Association Meetings
	10.1.	Annual Meetings
		10.1.1.	The Board of Directors shall hold the annual meeting of the Association in Canada each year in the month of November. At least 14 days notice the members at large of any such meeting.
		10.1.2.	At any Annual Meeting, 25 members present or by proxy shall constitute a quorum.
		10.1.3.	Provided a quorum is present at the beginning of a meeting, the meeting may continue even though members leaving reduce the number to less than a quorum. Members who have declared conflict of interest shall be counted in determining a quorum.
	10.2.	Special Meetings
		10.2.1.	The Board of Directors shall call a Special Meeting on their own or upon written request of at least 25 members.
		10.2.2.	A Special Meeting of the Association may be held at a place as designated by the Board of Directors.
		10.2.3.	The business to be transacted at such Special Meetings shall be stated in the notice thereof in sufficient detail to allow members to make a reasonable decision.
		10.2.4.	At least 5 days notice of Special Meetings shall be given.
		10.2.5.	At any Special Meeting, 25 members present or response by e-mail or by proxy shall constitute a quorum. Unless otherwise specified, a majority of members present or responding by e-mail, shall be competent to do and perform all acts which are or shall be directed to be done.
		10.2.6.	Provided a quorum is present at the beginning of a meeting, the meeting may continue even though members leaving reduce the number to less than a quorum. Members who have declared a conflict of interest shall be counted in determining a quorum.
	10.3.	Proxies at Meetings
		10.3.1.	Any member may be represented at the Annual Meeting by another member acting as proxy, provided the proxy is in writing on the prescribed form.
		10.3.2.	A reminder of proxy right shall be contained in all meeting notices.
		10.3.3.	A proxy shall not be signed in blank and shall be valid only for the meeting for which it was specifically given.
		10.3.4.	Proxies or notice of proxies held must be filed with the Secretary at least three days before the meeting, excluding the day of filing and the first day of the meeting.
	10.4.	Order of Business
		10.4.1.	Parliamentary procedure shall govern the conduct of all meetings.
		10.4.2.	In all matters not governed by these By-Laws, procedure shall be in accordance with Robert's Rules of Order.
	10.5.	Voting
		10.5.1.	Except as otherwise provided in these By-Laws, individual members shall have one vote.
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11.	Finances
	11.1.	Signing Authority
		11.1.1.	All cheques issued in the name of the Association shall be signed by two of the three designated officers of the Board of Directors.
	11.2.	Banking
		11.2.1.	The Board of Directors shall designate the banker of the Association.
		11.2.2.	Any member of the Board of Directors may be appointed to endorse cheques for deposit in the Association's bank account.
		11.2.3.	All funds of the Association shall be deposited to the credit of the Association.
	11.3.	Auditors
		11.3.1.	An auditor shall be appointed each year at the Annual Meeting of members to audit the financial statements of the Association and report the results to the membership at the next Annual Meeting.
	11.4.	Financial Year
		11.4.1.	The financial year of the Association shall commence on the first day of January in each year.
		11.4.2.	The Treasurer shall table a financial report at each regular meeting of the Board of Directors and at the annual meeting.
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12.	Intellectual Property
	12.1.	No person shall, without the written permission of the Board of Directors, use any logo, sign, letter or mark which connotes the Association, nor represent themselves as an official representative or spokesperson for the Association.
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13.	Chapters
	13.1.	Formation of Chapters
		13.1.1.	Upon written application to the Association by at least 10 persons eligible for membership, the Board of Directors may establish local chapters of the Association with powers to carry out local programs consistent with he objectives of the Association. The Board of Directors may discontinue chapters as the need arises.
		13.1.2.	A Chapter shall manage and supervise all its affairs subject to limitations contained in the document Chapter Regulations approved by the Board of Directors. The only exception is this: the Chapter shall not engage in any activity which may be considered to be an activity of the Association without the prior consent of the Board of Directors of the Association.
		13.1.3.	In the event that a Chapter is dissolved, all right, title and interest of such chapter in and to the property and assets of the Association shall be vested in the Association.
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14.	By-Law Amendment Process
		14.1.1.	These By-Laws may be amended at an Annual Meeting, by a majority vote of the membership, provided notification is given to members as required by these By-Laws.
		14.1.2.	New and amended By-Laws will not take force or effect until they receive Ministerial approval through Corporations Canada in Industry Canada. The Board of Directors will be responsible to submit the amended By-Laws for Ministerial approval before the next Annual Meeting to: Client Services Section Corporations Canada Industry Canada 9th floor, Jean Edmonds Tower South 365 Laurier Avenue West Ottawa, Ontario K1A 0C8 Toll free: 1-866-333-5556 Fax: 613-941-0601 Corporations Canada website
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15.	Dissolution
	15.1.	Dissolution of the Association
		15.1.1.	Upon dissolution of the Association, and upon payment of all Association debts, remaining funds, investments, and other assets, shall be used for social welfare, health, civic improvement, education or other benevolent or charitable activities.
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