By-laws
Constitution Articles 1-9
INDEX TO BY-LAW NO.1
CANADIAN GROUP PSYCHOTHERAPY ASSOCIATION
BY-LAW NUMBER 1
Updated and Annotated Version
Note: This annotated version of By-Law No.1 is prepared with the aim of clarifying and stabilizing our Constitution, which consists of the Letters Patent and the lengthy By-Law No.1, which we often refer to as “The Constitution”. By-Law No.1 was drafted by a Toronto Lawyer, Mr. Hugh Kelly, for Dr. John Salvendy, the founding President of CGPA. A near-final draft is in existence, entitled, in a marginal note, “Draft No.2″. Apart from its preamble, the “Whereas” section, whose wording is that of the Application for Incorporation of 31 July 1980, this “draft” agrees totally with later versions of By-Law No.1. I have therefore used it as a reference in my present comparisons. My own working copy dates from 1986, when I was President; its Sections 5.00 and 10.00 have already been amended I have been unable to locate a copy of the By-Law as ratified originally (1982-1984).
Over the last few years, some errors appear to have crept into the versions of By-Law No.1 which are in circulation. These include omission of amendments which have been made, a couple of small typos, some apparently unauthorized changes in wording, and some inconsistencies in numbering the articles within sections.
Following the mandate I have received, I have tried to compare versions and to produce a corrected and up-to ≠date version, with explanatory notes. In this I have reverted to the original numbering of articles for the sake of long ≠range consistency.
By-Law No.1 was brought up for ratification at the CGPA Annual General Meeting of 3 October 1982; due to the low attendance, it was brought up again on 28 October 1983, where it was again ratified. However, our lawyer informed us that a General Meeting was legally insufficient, so that a Special Meeting was convened on 6 April 1984 (in Toronto, where the American Orthopsychiatric Association was meeting, and with the use of proxies) and the document was finally and officially ratified.
On 19 October 1984 (in Ottawa, at the time of the annual Conference) Sections 5.00 and 10.00 and Articles 4.15 and 6.01 were amended, and Articles 6.03.02 and 6.04 – 6.08 deleted, in line with our discontinuing the office of Vice-President and a reorganization of the Association from Regions and Local Units into Sections (see notes at Sections 5.00, 6.00, and 10.00). .
On 18 January 1987 (at a Special Meeting in Toronto, using Proxies), Articles 8.04 and 8.08 were amended to remove the requirement that Ordinary and Associate Members hold at least a Master’s Degree (see notes in Section 8.00).
I have a note in my CGPFoundation file suggesting that we amend the Aims and Objects around 1989 when we tried to get CGPAssociation approved as a charitable institution, but have been unable to verify this. The matter needs checking against the Minute Book.
On 28 August 1992 (in Montreal at the time of the joint International and Canadian meeting), Article 9.01 was amended, changing the Intersection Liaison Committee from an Ad Hoc to a Standing Committee. The meeting also carried an amendment to authorize mail balloting, Article 6.11 being amended accordingly.
On 19 October 2002 (at a special meeting convened at the annual conference in Edmonton) Article 8.14 was amended thereby authorizing Associate members and Retired Associate members to be eligible to sit on Council, to hold elected office, and to chair committees. Article 10.05 was amended to grant the Council the power to make grants to Sections as these are found to promote both the interests of the Corporation and those of the Sections.
William E. Powles, M.D., Constitution Committee Chair June 2003
On November 5, 2005, at a special meeting convened at the National Conference in Vancouver, amendments were made to alter the requirements for retired members, to introduce the category of Distinguished Fellow and to change the year end to December 31st.
On October 23, 2008 at a specially convened meeting an amendment was approved to allow for the orderly dissolution of CGPA sections.
BY-LAW NO. 1
A by-law relating generally to the conduct of the affairs of the
CANADIAN GROUP PSYCHOTHERAPY ASSOCIATION
WHEREAS the Corporation has incorporated by Letters Patent issued by the Lieutenant Governor of Ontario on the 15th day of October, 1980, for the following objects:
a) To encourage, foster, sponsor, and provide for the education of mental health professionals in group psychotherapy. This may include but not be restricted to:
1) Organization of an annual national conference
2) Sponsorship of seminars, workshops, and conferences on a national or local level
3) Providing, encouraging, and sponsoring programmes and activities which enhance knowledge and skills in group psychotherapy
4) Disseminating information concerning educational programmes to local institutions and to individual mental health professionals.
b) To promote excellence in standards of training, practice, and research in group psychotherapy. This may include but not be restricted to:
1) Development of national standards for training in group psychotherapy
2) Development of national standards in ethical and competent practice of group psychotherapy
3) Promotion of scientific research into group psychotherapy.
BE IT ENACTED as a by-law of the CANADIAN GROUP PSYCHOTHERAPY ASSOCIATION (the “Corporation”) as follows:
1.00 INTERPRETATION
(Note: The archaic and legalistic English in which this document was drafted in 1980 or thereabouts was a tradition of the law profession and the courts. This usage includes a male-≠oriented use of pronouns. Although traditions are shifting revising it would involve amending By-Law 1 so radically – a huge task – that it would be a completely different if no less lengthy document.
1.01 In this by-law and all other by-laws and resolutions of the Corporation unless the context otherwise requires:
.01 the singular includes the plural;
.02 the masculine gender includes the feminine;
.03 “Council” means the board of directors of the Corporation, and “Councillor” means a director;
.04 “Corporation” means Canadian Group Psychotherapy Association;
.05 “documents” include deeds, mortgages, hypothecs, charges, conveyances, transfers and assignments of property, real or personal, immovable or movable, agreements, releases, receipts and discharges for the payment of money or other obligations, conveyances, transfers and assignments of shares, bonds, debentures or other securities and all paper writings;
.06 “Executive Officers” means the persons who hold the offices enumerated in section 5.01;
.07 “Psychotherapy” involves the assessment and treatment of cognitive, emotional or behavioural disturbances by psychotherapeutic means, delivered through a therapeutic relationship between an individual and a mental health professional based primarily on verbal or non-verbal communication;
.08 “Group Psychotherapy” incorporates all the features of psychotherapy, and in addition provides for a therapeutic forum for the interaction of a group of individuals and one or more trained mental health professionals, to pursue mutually agreed upon therapeutic goals;
.09 “The Corporation Act” means the Corporations Act, R.S.O 1970, Chapter 89, as amended, and any statute enacted in substitution, therefore, from time to time.
1.02 All terms defined in the Corporations Act have the same meaning in this by-law and all other by- laws and resolutions of the Corporation.
2.00 HEAD 0FFICE
The head office of the Corporation shall be in Whitby, in the Province of Ontario, and at such place therein as the board may from time to time determine.
3.00 SEAL
The seal which is impressed hereon shall be the corporate seal of the Corporation.
4.00 COUNCIL
4.01 Council. The affairs of the Corporation shall be managed by a Council composed of the President, President-Elect, Secretary and Treasurer, and voting councillors to be elected as provided in section 4.15. There shall also be ex-officio Councillors without vote as provided in section 4.14.
4.02 Qualifications. — Each Councillor shall
.01 be at the date of, or become within ten (10) days after, his election, and thereafter remain throughout his term, a member of the Corporation who is qualified by the terms of section 8.14 to hold office;
.02 be at least eighteen (18) years of age; and
.03 not be an undischarged bankrupt nor a mentally incompetent person.
If a person ceases to be a member of the Corporation who is qualified by the terms of section 8.14 to hold office, or becomes bankrupt or a mentally incompetent person, he thereupon ceases to be a Councillor, and the vacancy so created may be filled in the manner prescribed by section 4.03.
4.03 Vacancies. So long as a quorum of the Councillors remains in office, a vacancy on the Council may be filled by the Councillors from among the qualified members of the Corporation. If no quorum of Councillors exists, the remaining Councillors shall forthwith call a general meeting of members to fill the vacancies on the Council.
4.04 Removal of Councillors. The members may, by resolution passed by at least two-thirds (2/3) of the votes cast at a general meeting of which notice specifying the intention to pass the resolution has been given, remove any Councillor before the expiration of his term of office, and may, by a majority of the votes cast at that meeting, elect any person in his stead for the remainder of his term.
4.05 Quorum. A quorum for the transaction of business at meetings of the Council shall be the smallest whole number that is not less than two-fifths (2/5) of the number of members of council other than ex-officio members of Council.
4.06 Meetings. Meetings of the Council and of the Executive Committee (if any) may be held at any place within or outside Ontario, as designated in the notice calling the meeting. Meetings of Council may be called by the President, the President≠-Elect, the Secretary or any two (2) Councillors.
4.07 Notice. Notice of Council meetings shall be delivered, mailed or telephoned to each Councillor not less than two (2) days before the meeting is to take place. The statutory declaration of the Secretary or President that notice has been given pursuant to this by-law shall be sufficient and conclusive evidence of the giving of such notice. (In addition) No formal notice of a meeting is necessary if all the Councillors are present or if those absent have signified their consent to the meeting being held without notice and in their absence.
4.08 Regular Meetings. The Council may appoint one or more days in each year for regular meeting of the Council at a place and time named; no further notice of the regular meetings need be given. The Council shall hold a meeting within seven (7) days following the annual meeting of the Corporation for the purpose of organization, the election and appointment of officers, and the transaction of any other business.
4.09 Voting. Questions arising at any meeting of the Council shall be decided by a majority vote. In the case of an equality of votes, the Chairman, in addition to his original vote, has a second or casting vote. At all meetings of the Council, every question shall be decided by a show of hands unless a poll on the question is required by the Chairman or requested by any Councillor. A declaration by the Chairman that a resolution has been carried and an entry to that effect in the minutes is conclusive evidence of the fact without proof of the number or proportion of votes recorded in favour of or against the resolution.
4.10 Remuneration of Councillors. The Councillors of the Corporation shall serve without remuneration.
4.11 Indemnities to Councillors. Every Councillor and officer of the Corporation and his heirs, executors and administrators, and estate and effects, respectively, shall :from time to time and at all times, be indemnified and saved harmless, out of the funds of the Corporation, from and against,
.01 all costs, charges and expenses whatsoever which the Councillor or officer sustains or incurs in or about any action, suit or prosecuted against him for or in respect of any act, deed, matter or thing whatsoever, made, done, or permitted by him in or about the execution of the duties of his office; and
.02 all other costs, charges and expenses which he sustains or incurs in or about or in relation to the affairs thereof, except the costs, charges or expenses occasioned by his own willful neglect or default.
4.12 Protection of Councillors and Officers No Councillors or officers of the Corporation shall be liable for the acts, receipts, neglects or defaults of any other Councillor or officer or employee or for joining in any receipt or act for conformity or for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired by the Corporation or for the insufficiency of any security in or upon which any of the money of or belonging to the Corporation shall be placed out or invested or for any loss of damage arising from the bankruptcy, insolvency or tortious act of any person, firm or corporation with whom or which any moneys, securities or effects shall be lodged or deposited or for any other loss, damage or misfortune whatever which may happen in the execution of the duties of his respective office or trust or in relation thereto unless the same shall happen by or through his own wrongful and willful act or through his own wrongful and willful neglect or default.
4.13 Responsibility for Acts The Councillors for the time being of (while serving for clarification) the Corporation shall not be under any duty or responsibility in respect of any contract, act or transaction whether or not made, done or entered into in the name of on behalf of the Corporation, except such as shall have been submitted to and authorized or approved by the Council.
4.14 Ex-Officio Councillors. The immediate past President and each Chairman of the Standing Committee shall be ex-officio Councillors without vote.
4.15 Councillors representing Sections. Each properly constituted Section of the Corporation shall elect one of its members to be a voting Councillor of the Corporation.
5.00 OFFICERS
5.01 Executive Officers. There shall be a President, President-Elect, Secretary and Treasurer elected in the manner provided in Article 6.00. One person may hold more than one office, except the offices of President and President-Elect.
(Note: This article was amended 19 October 1984 to remove the office of Vice-President. Article 5.05, defining the role of v ice-president, was deleted, as was 6.03.02 concerning automatic succession of the Vice-President as President-Elect)
5.02 The Council may appoint other officers and agents as it considers necessary and all officers shall have the authority and perform duties from time to time prescribed by the Council. The Council may also remove at its pleasure any such officer of the Corporation.
5.03 President. The President shall, when present, preside at all meetings of the Council, the Executive Committee (if any) and members. The President shall supervise the affairs and operations of the Corporation, sign all documents requiring his signature and have the other powers and duties from time to time prescribed by the Council or incident to his office.
5.04 President-Elect The President-Elect shall serve a one year term. Election for this office shall occur immediately prior to the beginning of the President s second year in office. During the President’s absence or inability to act, the President-Elect may exercise his duties and powers. If the President-Elect exercises any of these duties or powers, the President’s absence or inability to act shall be presumed with respect thereto. The President-Elect shall also perform the other duties from time to time prescribed by the Council or Executive Committee (if any) or incident to his office.
(5.05 Note: This article deleted as noted above. The articles that followed were then re-numbered)
5.05 Past-President The position of Past President shall be a one year term to be served coincidentally with the incoming President s first (1st) year in office. This is a non-elected full voting position on the Executive and council with the only person eligible for this position being the out-going President. During the President’s absence or inability to act, his duties and powers may be exercised by the Past-President. If the Past President- exercises any of these duties or powers, the President’s absence or inability to act shall be presumed with respect thereto. The Past-President shall also perform other duties from time to time prescribed by the Council or Executive Committee (if any) or incident to his office.
5.06 Secretary The Secretary shall be ex-officio clerk of the Council or Executive Committee (if any) and shall attend all meetings of the Council and of the Executive Committee (if any) to record all facts and minutes of those proceedings in the books kept for that purpose. He shall give all notices required to be given to members and to Councillors. He shall be the custodian of the corporate seal of the Corporation and of all books, papers, records, correspondence and documents belonging to the Corporation and shall perform the other duties from time to time prescribed by the Council or Executive Committee (if any) or incident to his office.
5.07 Treasurer The Treasurer shall keep full and accurate accounts of all receipts and disbursements of the Corporation in proper books of account and shall deposit all moneys or other valuable effects in the name and to the credit of the Corporation in the bank or banks from time to time designated by the Councilor Executive Committee (if any). He shall disburse the finds of the Corporation under the direction of the Council or Executive Committee (if any), taking proper vouchers therefore and shall render to the Council or Executive Committee (if any) whenever required of him, an account of all his transactions as Treasurer and of the financial position of the Corporation. He shall cooperate with the auditors of the Corporation during any audit of the accounts of the Corporation and perform the other duties from time to time prescribed by the Council or Executive Committee (if any) or incident to his office.
5.08 Other Officers The duties of all other officers of the Corporation appointed by the Councilor Executive Committee (if any) shall be such as the terms of their engagement call for or the Councilor Executive Committee (if any) prescribes.
6.00 ELECTION OF COUNCIL
6.01 Election of Council Councillors shall be elected by Sections of the Corporation. All Officers and Councillors shall serve a term of two years.
6.02 Re-Election A Councillor, if otherwise qualified, is eligible for election for three (3) consecutive full two-year terms, and thereafter is not eligible for re-election until a period of eleven (11) months has elapsed from the date of his retirement. Provided however that for the purpose of this section 6.02, time served as an Executive Officer shall not be included in the calculation of consecutive terms of office
6.03 Executive Officers The Executive Officers shall be elected ftom among members qualified to hold office by a majority of the votes cast by members entitled to vote at the annual meeting at which the election for such office takes place.
Provided however that
.01 The President-Elect, at the end of his term of office, shall succeed to the office of President.
.02 The President shall at the end of his term of office shall automatically proceed to the role of Past President.
Note: Articles 6.04 to 6.08 were deleted when the Association was reorganized from Regions and Local Units to Sections by amendments of 19 October 1984; item 6.08 was inappropriately numbered and has been renumbered as 6.09 as per previous editions of the by-laws)
6.09 Verification of Eligibility. Before calling upon the members to cast their ballots for election to an office, the Chairman of the meeting, with the assistance of the Chairman of the Membership Committee and the Chairman of the Nominating Committee, shall determine if each candidate is eligible to hold the office for which he is nominated, and the name of a candidate who is not found so to be eligible shall be deemed not to be a candidate for the office.
6.10 Election Method Where:
.01 only one (1) eligible candidate has been nominated for an office, the Secretary of the meeting shall cast a single ballot electing that candidate for the office; and
.02 two or more eligible candidates have been nominated for an office, the election for that office shall be by ballot
6.11 Forms. Council may prescribe the form of nomination paper and the form of a ballot, which may be a mail-order ballot when appropriate.
(Note: The phrase regarding mail balloting was inserted by amendment of28 August 1992)
7.00 EXECUTIVE COMMITTEE
7.01 Constitution. The Council, whenever it consists of more than six (6), may from time to time elect from among its numbers an Executive Committee consisting of such number of members, not less than three (3), as the Council may by resolution determine; preferably though not necessarily, the Executive Committee shall be composed of the Executive Officers. Each member of the Executive Committee shall serve during the pleasure of the Council and, in any event, only so long as he shall be a Councillor. The Council may fill vacancies in the Executive Committee by election from among its number. If and whenever a vacancy shall exist in the Executive Committee, the remaining members may exercise all its powers so long as a quorum remains in office.
7.02 Powers. During the intervals between the meetings of the Council, the Executive Committee shall possess and may exercise (subject to any regulations which the Council may from time to time impose) all the powers of the Council in the management and direction of the affairs and business of the Corporation in such manner as the Executive Committee shall deem best for the interest of the Corporation in all cases which specific directions shall not have been given by the Council. Provided however the Executive Committee shall not possess or exercise the power and authority of the Council:
.01 with respect to any act that by law must be performed by the Council itself;
.02 to waive the requirement set out in subsection 8.06.01;
.03 to determine whether the Council is satisfied as to the matters set out in subsection 8.06.02;
.04 to form the opinion contemplated in section 8.11;
.05 to grant the approvals contemplated in subsections 8.16.02 and 8.18.01.
7.03 Procedures. Subject to sections 7.04, 7.05 and 7.06 and to any regulations imposed from time to time by the Council, the Executive Committee shall have power to fix its quorum at not less than a majority of its members and may fix its own rules of procedure from time to time. The Executive Committee shall keep minutes of its meetings in which shall be recorded all action taken by it, and at least a summary thereof shall be submitted to the Council at least annually.
7.04 Quorum. No business may be transacted by the Executive Committee except at a meeting of its members at which a quorum of the Executive Committee is present.
7.05 Place of Meetings. Meetings of the Executive Committee may be held at the head office of the Corporation or at any other place within or outside Ontario as specified in the notice calling the meeting.
7.06 Other Councillors Present. Each Councillor shall be entitled to speak but not to vote at any meeting of the Executive Committee at which he is present. However, no Councillor who has not been elected to the Executive Committee shall be entitled to notice of any meeting of the Executive Committee) and his presence shall not be included for the purpose of calculating a quorum.
8.00 MEMBERSHIP
8.01 Membership in the Corporation shall consist of the applicants for incorporation of the Corporation and such other persons who are admitted as members by the Council.
8.02 Classes. There shall be ten classes of membership in the Corporation:
(Note: 8.02 was amended on November 5, 2005 to introduce two new classes of membership, distinguished fellow and retired distinguished fellow):
.01 Full Members;
.02 Retired Full Members;
.03 Fellows;
.04 Retired Fellows;
.05 Associate Members;
.06 Retired Associate Members;
.07 Student and New Professional Members:
.08 Honourary Members.
.09 Distinguished Fellows;
.10 Retired Distinguished Fellows
(8.03: This rather meaningless article entitled “Applications” was removed in the process of ratifying the By-Law- W.E.P)
8.04 Full Members.
(i) To be admitted as a full member the applicant shall be a clinical professional who has had 300 hours of group psychotherapy experience as responsible therapist or co-therapist, with a minimum of 75 hours of qualified group psychotherapy supervision.
(ii) Clinical professionals, for the purpose of this Bylaw, are:
1. Mental health professionals who hold their respective provincial discipline licensures or, when not applicable, appropriate designated national memberships or certifications, or
2. Other mental health professionals who hold a Master’s degree with equivalent credentials as defined by the Membership Committee upon recommendation to the Council and who meet the above group psychotherapy requirements.
3. Master s level practitioners engaged solely in group therapy teaching or research through a university or college. They shall have completed at least 3 years of academic teaching and/or been involved in significant published research in peer reviewed group therapy journals.
(Note 1 This article was amended to the present form on 17 January 1987.it previously read: “shall be academically qualified as a mental health professional holding at least a Master’s Degree in a generic mental health discipline and who,…”)
8.05 Retired Full Members. On the application of any person who is a Full Member and has been a member for a continuous period of not less than ten (10) years next preceding the application, and is not gainfully employed in the practice, research or teaching of group psychotherapy, and has either reached the age of 65 years or is otherwise permanently unable to practice, the Council shall transfer the class of the membership of the applicant from Full Member to Retired Full Member.
(8.05 above and 8.07 and 8.09 below were amended Nov 5, 2005 to make reference to age, inability to practice and not employed in the field of group psychotherapy)
8.06 Fellows. To be admitted as a Fellow, an applicant shall
.01 unless waived by a unanimous vote of the Council, have been a Full Member for a continuous period of not less than five (5) years; and
.02 have demonstrated, to the satisfaction of the Council, outstanding performance in the field of Group Psychotherapy in at least two of the following areas:
” contributions to the work of the Corporation;
” clinical practice or administration;
” teaching;
” research; and
” publications.
8.06 .01 Distinguished Fellows. The Distinguished Fellowship award may be granted by the Council of the Corporation, acting upon the recommendation of the Fellowship Committee, to any regular or retired Fellow of the Association whose professional career has been such as to distinguish them as among the top theoreticians, practitioners, researchers or trainers in the group psychotherapy field or whose leadership in the Association has been marked with utmost distinction. A three-fourths vote of those members of Council present and voting shall be required for approval.
(Note: Category created November 5, 2005)
8.07 .01 Retired Fellows. On the application of any person who is a Fellow and has been a member for a continuous period of not less than ten (10) years next preceding the application, and is not gainfully employed in the practice, research or teaching of group psychotherapy, and has either reached the age of 65 years or is otherwise permanently unable to practice, the Council shall transfer the class of membership of the applicant from Fellow to Retired Fellow.
8.07 .02 Retired Distinguished Fellows
On the application of any person who is a Distinguished Fellow and has been a member for a continuous period of not less than ten (10) years next preceding the application, and is not gainfully employed in the practice, research or teaching of group psychotherapy, and has either reached the age of 65 years or is otherwise permanently unable to practice, the council shall transfer the class of the membership of the applicant (renewing member) from Distinguished Fellow to Retired Distinguished Fellow.
(Note: Category created November 5, 2005)
8.08 Associate Members.To be admitted as an Associate member the applicant shall be a mental health professional, who holds their respective provincial licensure or designated national memberships or certifications, or other mental health field qualifications as defined by the Membership Committee upon recommendation to the Council. Associate members are eligible for elected executive office after 3 years of membership.
(Note: This article was also amended on 18 January 1987. It formerly read …… “professional holding at least a Master’s Degree in a generic mental health discipline and be undertaking training and professional experience of such a nature that, on completion, he will become eligible to become an Ordinary Member.”)
8.09 Retired Associate Members.On the application of any person who is an Associate Member and has been for a continuous period of not less that ten (10) years next preceding the application, and is not gainfully employed in the practice, research or teaching of group psychotherapy, and has either reached the age of 65 years or is otherwise permanently unable to practice, the Council shall transfer the class of membership of the applicant from Associate Member to Retired Associate Member.
8.10 (i) Student and New Professional Members. To be admitted as a student or new professional member the applicant shall be in a degree or residency program or enrolled in a certificate-granting program, in the mental health professions or allied fields or shall have completed such a program less than three years ago. This membership shall be held on a year-to-year basis and shall require substantiation of student status annually.
(ii) In no case shall current Auxiliary members (2009) be denied ongoing membership in CGPA by dint of their not being a student or new professional.
8.11 Honourary Members. From time to time, the Council may admit as Honourary Member a person who, in the opinion of the Council, has given distinguished service in the field of mental health or has made outstanding contributions to either the development of Group Psychotherapy or the Corporation.
8.12 Transition. Any person who, being a member in any class of membership in Ontario Group Psychotherapy Association or American Group Psychotherapy Association on the date of issue of Letters Patent of Incorporation of the Corporation, applies for membership in the Corporation within one (1) year after such date of issue, shall be admitted as a member in the equivalent class of membership in the Corporation.
8.13 Voting Classes. No person who is not a member in one of the following classes:
* Full Member (See definition and note under 8.04)
* Retired Full Member
* Fellow
* Distinguished Fellow
* Retired Fellow
* Retired Distinguished Fellow
* Associate Member
* Retired Associate Member
shall be entitled to vote in any proceedings of the Corporation.
8.14 Holding Office. No person who is not a member in one of the following classes:
* Full Member (Again see 8.04)
* Fellow
* Distinguished Fellow
* Associate Member (after 3 years for Executive Committee)
* Retired Full Member
* Retired Associate Member
* Retired Fellow
* Retired Distinguished Fellow
shall be qualified to hold office in the Corporation as a Councillor, as an Executive Officer or as Chair of any Committee.
(Note: On 19 October 2002 Article 8.14 was amended thereby authorizing Associate members and Retired Associate members to be eligible to sit on Council, to hold elected office, and to chair committees.)
8.15 Transfer of Membership. Except for the transfer of membership from one class to another as otherwise provided in the by-laws of the Corporation, a membership in the Corporation is not transferable.
8.16 Revocation of Membership. Any member may be expelled from the Corporation for cause by a two-thirds (2/3) vote taken by secret ballot of the members present and eligible to vote at an annual or general meeting of members. Such vote shall be taken only upon recommendation of a special committee of three (3) voting members, to be appointed by the Council to investigate the particular case. The committee’s recommendation shall be submitted only:
.01 after it has ascertained the relevant facts and has given the member an opportunity to answer in writing the charges against him or by appearing in person before the committee; and
.02 after the committee’s recommendation has been received and approved by a majority vote of the Council.
Provided however that nothing in this section 8.16 shall prevent the subsequent admission of such person to membership in the Corporation on such terms as the Council may determine.
8.17 Termination of Membership. A membership in the Corporation automatically terminates upon the happening of any of the following events:
.01 if the person, in writing, resigns as a member of the Corporation;
.02 if the member dies;
.03 if a person is expelled from the Corporation pursuant to section 8.16; or
.04 if an assessment under the authority of section 8.18 remains unpaid for more than sixty (60) days after notice of the assessment has been given to the member.
Notwithstanding termination of membership, a former member remains liable for any assessment levied under the authority of section 8.18 prior to termination of his membership.
8.18 Membership Dues. Membership dues, assessments and similar obligations (“assessments”) may only be levied if authorized by:
.01 three-quarters (3/4) of the votes of the Council; and
.02 two-thirds (2/3) of the votes of members eligible to vote at an annual or other general meeting, notice of which shall include notice of intention to seek such authority.
Notice of an assessment shall be mailed to each member.
8.19 Liability of Members. Members shall not, as such, be held answerable or responsible for any act, default, obligation or liability of the Corporation or for any engagement, claim, payment, loss, injury, transaction, matter or thing relating to or connected with the Corporation.
8.20 Annual Meeting. The annual meeting of the members shall be held each year within or outside Ontario, at a time, place and date determined by the Council, for the purpose of:
.01 hearing and receiving the reports and statements required by The Corporations Act to be read at and laid before the Corporation at an annual meeting;
.02 electing such Councillors as are to be elected at such annual meeting;
.03 appointing the auditor and fixing or authorizing the Council to fix his remuneration; and
.04 for the transaction of any other business properly brought before the meeting.
8.21 General Meeting.
(i) The Council may at any time call a general meeting of members for the transaction of any business, the general nature of which is specified in the notice calling the meeting. A general meeting of members may also be called by the members as provided for in the Corporations Act. Any general meeting called apart from the Annual General Meeting may only conduct business as noted in the notice of meeting.
(ii) A general meeting of the members may also take place as an e-meeting providing 30 days notice of such meeting is given. An e-meeting must establish the date and time of the opening of the meeting, the pre-determined period that the meeting will be open for; the period of the vote on any amendment presented or if none is presented the period of the vote; and the period of the final vote if an amendment needs to be voted upon . The e-meeting shall be deemed to be adjourned at the expiration of the period of the vote on the final motion.
(iii) Furthermore should a meeting be held as an e-meeting, technology must be in place to allow for:
(a) Maximum identity protection to ensure individual privacy given that some identification is needed to prevent voting irregularities.
(b) Members to indicate that they are present (sign-in process);
(c) Discussion of the business at hand in a forum that permits an interactive question and answer or comment format prior to any vote. Such discussions threads ought to be preserved for other members to review on line.
(d) Members to vote on any amendment to a motion, within a pre-determined time frame and to proceed to a vote on the main motion also within a pre-determined time frame.
(e) Proxies to be authenticated and used if a member so desires
8.22 Notice of Meetings. Notice of the time, place and date of meetings of members and the general nature of the business to be transacted shall be give at least thirty (30) days before the date of the meeting to each member (and in the case of an annual meeting to the auditor of the Corporation) by sending by prepaid mail to the last address of the addressee shown on the Corporation’s records or by sending an email requiring an acknowledgement of receipt to the member s last known email address. In all cases returned or non-responded emails shall be followed up with a letter sent by regular mail.
8.23.01 Quorum for in-person meetings. Eight (8) members present in person constitute a quorum at any meeting of members. No business shall be transacted at any meeting unless the requisite quorum is present at the commencement of such business.
8.23.02 Quorum for e-meetings: A final vote cannot be taken on any matter presented to an e-meeting unless a quorum consisting of 10% of the membership eligible to vote have signed in prior to the vote.
8.24 Voting by Members. Unless otherwise required by the provisions of The Corporations Act or the by-laws of the Corporation, all questions proposed for consideration at a meeting of members shall be determined by a majority of the votes cast by members entitled to vote. In the case of an equality of votes, the Chairman presiding at the meeting has a second or casting vote.
8.25 Proxies. Every member, including a corporate member, entitled to vote at meetings of members may by means of a proxy appoint a person who need not be a member as his nominee, to attend and act at the meeting in the manner, to the extent and with the power conferred by the proxy. A proxy shall be in writing, shall be executed by the member entitled to vote or his attorney authorizing in writing, or, if the member is a body corporate, under its corporate seal or by an officer or attorney thereof duly authorized, and ceases to be valid one year from its date. Subject to the requirement of The Corporations Act, a proxy may be in such form as the Council from time to time prescribes or in such other form as the Chairman of the meeting may accept as sufficient, and shall be deposited with the Secretary of the meeting before any vote is called under its authority, or at such earlier time and in such manner as the Council may prescribe.
8.26 Show of Hands. At all meetings of members every question shall be decided by a show of hands unless otherwise required by a by-law of the Corporation or unless a poll is required by the Chairman or requested by any member entitled to vote. Upon a show of hands, every member entitled to vote or proxy holder for a member entitled to vote present in person shall have one vote. Whenever a vote by show of hands has been taken upon a question, unless a poll is requested, a declaration by the Chairman that a resolution has been carried or lost by a particular majority and an entry to that effect in the minutes of the Corporation is conclusive evidence of the fact without proof of the number or proportion of votes recorded in favour of or against the motion.
8.27 Chairman. In the absence of the President and the President-Elect, the members entitled to vote present at any meeting of members shall choose another Councillor as Chairman and if no Councillor is present or if all the Councillors present decline to act as Chairman, the members present shall choose one of their number to be Chairman.
8.28 Polls. If at any meeting a poll is requested on the election of a Chairman or on the question of adjournment, it must be taken forthwith without adjournment. If a poll is requested or any other question it shall be taken in the manner and either at once or later in the meeting or after adjournment as the Chairman directs. The result of a poll shall be deemed to be the resolution of the meeting at which the poll was requested. A request for a poll may be withdrawn at any time prior to the taking of a poll.
8.29 Adjournments . Any meetings of the Corporation may be adjourned to any time and from time to time, and any business may be transacted at any adjourned meeting that might have been transacted at the original meeting from which the adjournment took place. No notice is required of any adjourned meeting.
9.00 COMMITTEES
9.01 Standing Committees. In addition to the Executive Committee for which provision is made in Article 7.00, there shall be the following Standing Committees:
.01 Budget and Finance;
.02 Constitution;
.03 Membership;
.04 Nominating;
.05 Programme;
.06 Publication;
.07 Public Relations;
.08 Research;
.09 Training and Education;
.10 Intersection Liaison
(Note: An amendment on August 28, 1992 resulted in the Intersection Liaison Committee changing from Ad Hoc to Standing Committee. A definition of the Committee was not included as a possible Article below)
9.02 Combined and Inactive Committees. From time to time by resolution the Council may combine the work of two or more Standing Committees under such name as the Council shall select; and may permit any Standing Committee to be inactive.
9.03 Ad Hoc Committees. There may be such Ad Hoc Committees and for such purposes as the Council or the Executive Committee (if any) may determine from time to time by resolution. The existence of each such Ad Hoc Committee shall be terminated automatically upon;
.01 the delivery of its report;
.02 the completion of its assigned task;
.03 a change in the membership of the Councilor Executive Committee by which it was constituted; or
.04 a resolution to the effect of the Councilor Executive Committee by which it was constitution whichever occurs first.
Provided however that, in the case of termination pursuant to subsection 9.03.03, the Council or the Executive Committee (as the case may be) may by resolution continue such Ad Hoc Committee.
9.04 Except as otherwise provided by by-law of the Corporation, all committees other than the Executive Committee are subject to the following:
.01 the Chairman shall be appointed by the Council from among the members of the Corporation who are qualified to hold the office for a term of two (2) years, and may be reappointed for an additional term of two (2) years;
.02 other members of the Committee shall be appointed, subject to the prior approval of the Council, by the Chairman from among persons who may but need not be members of the Corporation;
.03 the Committee shall be responsible to, and report to, the Executive Committee (or if none, the Council);
.04 the Committee shall establish its own rules of procedure and may appoint subcommittees;
.05 the Committee shall annually and on demand submit to the Executive Committee (or if none, the Council) its scheduled plans, programmes and activities for review and approval.
9.05 Budget and Finance Committee. The Budget and Finance Committee shall:
.01 prepare and recommend to the Council not less than one (1) month before the beginning of the fiscal year the budget for the following year;
.02 advise the Executive Officers on managing the expenditure and income of the Corporation;
.03 plan and carry out campaigns and other procedures, with the approval of the Council, to raise money for the conduct of the Corporation’s business.
9.06 Constitution Committee. The Constitution Committee shall be responsible for maintaining the accuracy of the by-laws, and submit additions or corrections to the Council where indicated.
9.07 Membership Committee. The Membership Committee shall verify and report to Council upon the qualifications of applicants. It shall carry on a continuous drive to recruit new members of the Corporation
9.08 Nominating Committee. The Nominating Committee shall
.01 prepare a slate of one or more candidates for each office which will be vacant and for which an election is to be held at the annual meeting;
.02 accept any additional written nominations for elected office any time prior to the holding of annual elections, but this does not preclude the Chairman of the annual meeting from accepting further nominations from the floor at the time of the election;
.03 make recommendations to the Council during the year;
.04 recommend members as committee chairmen to fill vacancies on committees that occur throughout the year.
9.09 Programme Committee. The Programme Committee shall be responsible for the planning and execution of the scientific programmes. It shall also have the responsibility for organizing, promoting, and conducting workshops, seminars, and lectures.
9.10 Publications Committee. The Publications Committee shall
.01 compile and issue bibliographies;
.02 issue other publications with or without charge to members and to others, as conditions may require;
.03 obtain and distribute reprints;
.04 be responsible for the business, financial and all other non-editorial fimctions related to the publication of a Journal and/or Newsletter as well as recommend
Constitution Articles 10-15
Canadian Group Psychotherapy Association
BY-LAW NUMBER 1
Updated and Annotated Version
Articles 10-15
10.00 SECTIONS OF THE CORPORATION
(Note: A major amendment of this Section was carried on 19 October 1984 when the organization of the Association was altered from a system of Regions and Local Units to the present system of organized Sections. The text of the original Articles is preserved in the “‘Draft No.2″ to which was alluded to at the beginning)
10.01 Purpose. Sections of the Corporation shall carry out the aims of the Corporation in promoting interest and education in Group Psychotherapy, and shall elect Councillors as provided in Section 4.15
10.02 Constitution of Sections. Not fewer than ten members of the Corporation, residing in reasonable geographic proximity, may organize as a Section of the Corporation, in order to carry out the objects of the Corporation as they apply to local conditions.
10.03 Sections and the Council. Each properly organized Section shall elect a member to sit as a voting Councillor of the Corporation.
10.04 Organization of a Section. Where ten or more members of the Corporation, residing contiguously, wish to organize as a Section, they shall in writing petition the Council for recognition as a Section. They shall indicate in writing their membership and officers, their intention to follow the aims of the Corporation, their procedural rules and their geographic boundaries. The Council if satisfied, shall ratify the recognition of the Section, which shall then elect its voting Councillor.
•10.05 Financial Assistance to Sections. The Council, as it may determine from time to time, may grant to a Section, for the furtherance of that Section’s aims and activities, a proportion of the membership dues paid to the Corporation by the members of that Section. Council may also elect to make extraordinary grants to a Section upon that Section’s request, if approving such a grant will result in substantial benefit to the Corporation and the Section. When urgent conditions require, and when the interests of the Corporation will be so promoted, such a grant may be made by unanimous vote of the Executive. Sections retain the right to raise funds locally, in any form required, for the furtherance of their own aims and activities.
(This article was amended in Edmonton October 19, 2002. The Council had been offering uniform rebates which was proving difficult for smaller sections. This amendment allowed for a combination of equalized rebates as well as grants based on need or activity)
10.06 Disputes and Difficulties. Should disputes arise within or between Sections, the Council shall resolve such disputes on the terms the Council deems appropriate. The Council shall have the power to enforce changes in the procedural rules of a Section, and in extreme cases order the dissolution of a Section, after proper hearings. When a Section is dissolved, no new Section may be organized until the Council approves as provided in section 10.04.
10.07 Financial Liability of Corporation. No Section may incur any financial liability in the name of the Corporation without express consent and approval in writing from the Council.
(Note: The following amendment was approved at the Annual General Meeting on October 23, 2008 to allow for the orderly dissolution of CGPA Sections if required.)
10.08 Dissolution of Sections:
10.08.01 Notice. Council will initially notify the president or executive council member of record, of any Section whose dissolution is being considered by council. Council shall also name an executive officer who will be responsible for ensuring that appropriate notice and an offer of support, should there be a desire to revive the activities of the section is given.
Subsequently a letter of notice announcing council’s intent to consider the dissolution of the section and its reason for such consideration shall be circulated to registered members of the section. The letter will outline choices that the members of the section might wish to take, a deadline for response and the intention that this matter will be brought back to council at the subsequent full council meeting of the corporation. Notice may be circulated by mail/email to the last address on record.
10.08.02 Reasons for Notice. Notice may be given in any of the following circumstances:
i. Section does not participate in the activities of council
ii. Section is inactive and has not offered any programming within its jurisdiction
iii. Fewer than 10 members continue to be resident within the section and in good standing within the corporation.
10.08.03 Council Vote. Should there not be an active response from a minimum number of members in good standing as designated by council, the matter of the dissolution of the particular section shall be considered at the following council meeting. If approved by 2/3 of voting councillors, it shall be presented at the subsequent AGM for ratification.
10.08.04 Financial Statement. At such time as the matter is brought before council, a financial statement for the period ending as near to the date of the meeting as is practical, containing an abstract of the assets and liabilities of the section as of the last day of that period and the revenues and expenditures of the section for that period, together with an audited notice to reader, if it has been possible to secure such report, setting out his opinion with respect to the financial statement and whether any expenditures were made contrary to law.
10.08.05 Dissolution. Should a vote for dissolution of the section occur any funds held by the section shall revert to the national treasury. Any legally incurred obligations or outstanding liabilities of the section shall also be borne by the National treasury.
10.08.06 Member Affiliation. Members of the dissolved section will be given the option of affiliating with a section designated by the National Executive but may elect to affiliate with another section of their own choosing.
10.08.07 Publication. The approval of a motion to dissolve a section of the corporation shall be published in the Chronicle and/or announced on the corporation’s web-site.
11.00 EXECUTION OF DOCUMENTS
11.01 Cheques, drafts, notes, etc. All cheques, drafts or orders for the payment of money and all notes and acceptance and bills of exchange shall be signed by the officer or officers or person or persons and in the manner from time to time prescribed by the Council.
11.02 Execution of Documents. Documents requiring execution by the Corporation may be signed by the President or President-Elect and the Secretary or the Treasurer or any two (2) Councillors, and all documents so signed are binding upon the Corporation without any further authorization or formality. The Council may from time to time appoint any officer or officers or any person or persons on behalf of the Corporation, either to sign documents generally or to sign specific documents. The corporate seal of the Corporation shall, when required, be affixed to documents executed in accordance with the foregoing.
11.03 Books and Records. The Council shall see that all necessary books and records of the Corporation required by the by-law of the Corporation or by any applicable statute are regularly and properly kept.
12.00 BANKING ARRANGEMENTS
12.01 Banking. The Council shall designate, by resolution, the officers and other persons authorized to transact the banking business of the Corporation, or any part thereof: with the bank, trust company, or other corporation carrying on a banking business that the Council has designated as the Corporation’s banker, to have the authority set out in the resolution, including, unless otherwise restricted, the power to,
.01 operate the Corporation’s accounts with the banker,
.02 make, sign, draw, accept, endorse, negotiate, lodge, deposit or transfer any of the cheques, promissory notes, drafts, acceptances, bills of exchange and orders for payment of money;
.03 issue receipts for and orders relating to any property of the Corporation;
.04 execute any agreement relating to any banking business and defining the rights and powers of the parties thereto; and
.05 authorize any officer of the banker to do any act or thing on the Corporation’s behalf to facilitate the banking business.
12.02 Deposit of Securities. The securities of the Corporation shall be deposited for safe keeping with one or more bankers, trust companies or other financial institutions to be selected by the Council. Any and all securities so deposited may be withdrawn; from time to time, only upon the written order of the Corporation signed by such officer or officers, agent or agents of the Corporation, and in such manner, as shall from time to time be determined by resolution of the Council and such authority may be general or confined to specific instances. The institutions which may be so selected as custodians of the Council shall be fully protected in acting in accordance with the directions of the Council and shall in no event be liable for the due application of the securities so withdrawn from deposit or the proceeds thereof
13.00 BORROWING BY THE CORPORATION
13.01 Subject to the limitations set out in the by-laws or in the Letters Patent of the Corporation, the Council may
.01 borrow money on the credit of the Corporation;
.02 issue, sell or pledge securities of the Corporation; or
.03 charge, mortgage, hypothecate or pledge all or any of the real or personal property of the Corporation, including book debts, rights, powers, franchises and undertakings, to secure any securities or any money bon-owed, or other debt, or any other obligation or liability of the Corporation, provided that, except where the Corporation borrows on the security of its real or personal property, its borrowing power shall be limited to bon-owing money for current operating expenses.
13.02 From time to time the Council may authorize any Councillor, officer or employee of the Corporation or any other person to make arrangements with reference to the money so borrowed and as to the terms and conditions of the loan thereof: and as to the security to be given therefore, with power to vary or modify such arrangements, terms and conditions and to give such additional securities as the Council may authorize, and generally to manage, transact and settle the borrowing of money by the Corporation.
14.00 FINANCIAL YEAR
14.01 The financial year of the Corporation shall terminate on the 31st day of December in each year or on such other date as the Council may from time to time by resolution determine.
(amended November 5, 2005: from August to December)
15.00 NOTICE
15.01 Computation of Time. In computing the date when notice must be given under any provision of the by-laws requiring a specified number of days’ notice of any meeting or other event, the date of giving the notice is, unless otherwise provided, included.
15.02 Omissions and Errors. The accidental omission to give notice of any meeting of the Council or members or the non-receipt of any notice by any Councillor or member or by the auditor of the Corporation or any error in any notice not affecting its substance does not invalidate any resolution passed or any proceedings taken at the meeting. Any Councillor, member or the auditor of the Corporation may at any time waive notice of any meeting and may ratify and approve any or all proceedings taken thereat.