Bylaws

BY-LAW NO. 1
A by-law relating generally to the conduct of the affairs of
TUNNELLING ASSOCIATION OF CANADA - ASSOCIATION CANADIENNE DES TUNNELS
(the "Corporation")

• TABLE OF CONTENTS
• Section 1 – General
• Section 2 – Membership – Matters Requiring Special Resolution
• Section 3 – Meetings of Members
• Section 4 – Directors
• Section 5 – Meetings of Directors
• Section 6 – Officers
• Section 7 – Notices
• Section 8 – Auditor
• Section 9 – Regional Chapters
• Section 10 – Management of the Corporation's Affairs
• Section 11 – Effective Date

BE IT ENACTED as a by-law of the Corporation as follows:

SECTION 1 – GENERAL
1.01   Definitions
In this by-law and all other by-laws of the Corporation, unless the context otherwise requires:

1. "Act" means the Canada Not-for-profit Corporations Act S.C. 2009, c.23 including the Regulations made pursuant to the Act, and any statute or regulations that may be substituted, as amended from time to time;
2. "Articles" means the original or restated articles of incorporation or articles of amendment, amalgamation, continuance, reorganization, arrangement or revival of the Corporation;
3. "Board" means the Board of Directors of the Corporation;
4. "Director" means a member of the Board;
5. "By-law" means this by-law and any other by-law of the Corporation as amended and which are, from time to time, in force and effect;
6. "Member" means a member of the Corporation
7. "Members" means the collective membership of the Corporation;
8. "Meeting of Members" includes an annual meeting of members or a special meeting of members; "special meeting of members" includes a meeting of any class or classes of members and a special meeting of all members entitled to vote at an annual meeting of members;
9. "Officer" means an Officer of the Corporation;
10. "Ordinary Resolution" means a resolution passed by a majority of not less than 50% plus 1 of the votes cast on that resolution;
11. "Proposal" means a proposal submitted by a member of the Corporation that meets the requirements of section 163 (Shareholder Proposals) of the Act;
12. "Regulations" means the regulations made under the Act, as amended, restated or in effect from time to time; and
13. "Special Resolution" means a resolution passed by a majority of not less than two-thirds (2/3) of the votes cast on that resolution.

1.02   Interpretation
In the interpretation of this by-law, words in the singular include the plural and vice-versa, words in one gender include all genders, and "person" includes an individual, body corporate, partnership, trust and unincorporated organization.

Other than as specified in 1.01 above, words and expressions defined in the Act have the same meanings when used in these by-laws.

1.03   Financial Year End
The financial year shall end on the 31^st day of December in each year.

1.04   Corporate Seal
The Corporation may have a corporate seal in the form approved from time to time by the Board. If a corporate seal is approved by the Board, the secretary of the Corporation shall be the custodian of the corporate seal.

1.05   Execution of Documents
Deeds, transfers, assignments, contracts, obligations and other instruments in writing requiring execution by the Corporation must be signed by one (1) Officer and one (1) Director. In addition, the Board may from time to time direct the manner in which, and the person or persons by whom, a particular document or type of document shall be executed. Any person authorized to sign any document may affix the corporate seal (if any) to the document. Any signing Officer may certify a copy of any instrument, resolution, by-law or other document of the Corporation to be a true copy thereof.

Back to Table of Contents

SECTION 2 – Membership
2.01   Membership Categories
Subject to the articles, there shall be five classes of members in the Corporation, namely, Corporate Members, Individual Members, Student Members, Retired Members, and Honourary Members. The Board of Directors of the Corporation may, by resolution, approve the admission of the members of the Corporation. Members may also be admitted in such other manner as may be prescribed by the Board by ordinary resolution. The following conditions of membership shall apply:

Corporate Members
Corporate Members shall be corporate or government bodies interested in the design, construction, and maintenance of tunnels and underground excavations. This classification may include professional engineers in private practice. Each Corporate Member shall designate a single individual as its official representative to whom all Corporation correspondence shall be directed. This individual or an alternate named by the Corporation shall exercise the voting power for the Corporate Member.
Individual Members
Individual Members shall be individuals who wish to be independently associated with the work of the Corporation. Employees of a Corporate Member who wish to be separately included on the Corporation’s mailing list may become Individual Members.
Student Members
Student Members are persons who are registered as full-time students at recognized educational institutions.
Retired Members
Retired Members are former Individual Members who have retired from the tunnelling profession and are no longer actively employed.
Honourary Members
Honourary Members shall be individuals whom the Corporation may wish to honour in appreciation for their outstanding contributions to the Corporation. Honourary members shall not hold office in the Corporation.

Each Corporate Member, Individual Member, Retired Member, and Student Member shall be entitled to one vote on all matters raised for voting. Honourary Members shall not be entitled to vote.

2.02   Membership Dues
Members shall be notified in writing of the membership dues at any time payable by them and, if any are not paid within one (1) calendar month of the membership renewal date, the members in default shall automatically cease to be members of the Corporation. Dues payable by all categories of membership shall be determined by the Board of Directors from time to time. Notwithstanding Article 2.03, Honourary Member memberships do not expire.

2.03   Removal
The Board shall have authority to remove any member from the Corporation for any one or more of the following grounds:

1. violating any provision of the articles, by-laws, or written policies of the Corporation;
2. carrying out any conduct which may be detrimental to the Corporation as determined by the Board in its sole discretion;
3. for any other reason that the Board in its sole and absolute discretion considers to be reasonable, having regard to the purpose of the Corporation.

In the event that the Board determines that a member should be removed from membership in the Corporation, the president, or such other Officer as may be designated by the Board, shall provide twenty (20) days notice of removal to the member and shall provide reasons for the proposed removal. The member may make written submissions to the president, in response to the notice received within such twenty (20) day period. In the event that no written submissions are received by the president, the president, may proceed to notify the member that the member is removed from membership in the Corporation. If written submissions are received in accordance with this section, the Board will consider such submissions in arriving at a final decision and shall notify the member concerning such final decision within a further twenty (20) days from the date of receipt of the submissions. The Board’s decision shall be final and binding on the member, without any further right of appeal.

2.04   Termination of Membership
A membership in the Corporation is terminated when:

1. the member dies, or, in the case of a Corporate Member, the corporation is dissolved;
2. a member fails to maintain any qualifications for membership described in Section 2.01 of these bylaws;
3. the member resigns by delivering a written resignation to the chair of the Board of the Corporation in which case such resignation shall be effective on the date specified in the resignation;
4. the member is removed in accordance with Section 2.03 or is otherwise terminated in accordance with the articles or by-laws;
5. the member’s term of membership expires; or
6. the Corporation is liquidated or dissolved under the Act.

Subject to the articles, upon any termination of membership, the rights of the member, including any rights in the property of the Corporation, automatically cease to exist.

Back to Table of Contents

SECTION 3 – MEETINGS OF MEMBERS
3.01   Calling of Meetings
Meetings may be called from time to time as agreed by a vote of the Board of Directors.
Ten (10) members can request a meeting of members by submitting such request in writing to the president or a vice president.

3.02   Annual General Meeting
An annual general meeting open to all members of the Corporation shall be held in Canada each year on a date and at a location and by a format to be selected by the Board of Directors. Meetings must allow attendance and voting in a manner that permits their subsequent verification.

3.03   Special Annual General Meeting
A special general meeting of all members may be called at any time by the president or by any two of the Officers or members of the Board of Directors or by a petition signed by twenty-five (25) members of the Corporation.

3.04   Notice of Meeting of Members
Notice of the time and place of a meeting of members shall be given to each member entitled to vote at the meeting by the following means:

1. by mail, courier or personal delivery to each member entitled to vote at the meeting, during a period of 21 to 60 days before the day on which the meeting is to be held; or
2. by telephonic, electronic or other communication facility to each member entitled to vote at the meeting, during a period of 21 to 35 days before the day on which the meeting is to be held.

Pursuant to subsection 197(1) (Fundamental Changes) of the Act, a Special Resolution of the members is required to make any amendment to the by-laws of the Corporation to change the manner of giving notice to members entitled to vote at a meeting of members.

Notice of any meeting where special business will be transacted should contain sufficient information to permit the member to form a reasoned judgement on the decision to be taken.

3.05   Persons Entitled to be Present
The only persons entitled to be present at a meeting of members shall be those entitled to vote at the meeting, the Directors and the public accountant of the Corporation and such other persons who are entitled or required under any provision of the Act, articles or by-laws of the Corporation to be present at the meeting. Any other person may be admitted only on the invitation of the chair of the meeting or by resolution of the members.

3.06   Chair of the Meeting
In the event that the president and vice-presidents are absent, the members who are present and entitled to vote at the meeting shall choose one of their number to chair the meeting.

3.07   Quorum
A quorum at any meeting of the members (unless a greater number of members are required to be present by the Act) shall be ten (10) of the members entitled to vote at the meeting. If a quorum is present at the opening of a meeting of members, the members present may proceed with the business of the meeting even if a quorum is not present throughout the meeting.

3.08   Participation in Meetings
Participation at meetings shall be in person or by electronic means.

3.09   Voting and Votes to Govern
Voting at in-person meetings is by a show of hands, unless a motion is made for a ballot vote. Methods of collecting votes for members participating at virtual meetings will be at the discretion of the chair. Participation in voting by proxy is prohibited. Absentee voting is permitted as per Section 3.10.

At any meeting of members every question shall, unless otherwise provided by the articles or by-laws or by the Act, be determined by a majority of the votes cast on the questions. In case of an equality of votes either on a show of hands or on a ballot or on the results of electronic voting, the chair of the meeting in addition to an original vote shall have a second or casting vote.

3.10   Absentee Voting by Mail Ballot
Pursuant to subsection 171(1) (Absentee Voting) of the Act, a member entitled to vote at a meeting of members may vote by mailed-in or electronic ballot if the Corporation has a system that:

1. enables the votes to be gathered in a manner that permits their subsequent verification, and
2. permits the tallied votes to be presented to the Corporation without it being possible for the Corporation to identify how each member voted.

Pursuant to subsection 197(1) (Fundamental Changes) of the Act, a Special Resolution of the members is required to make any amendment to the by-laws of the Corporation to change this method of voting by members not in attendance at a meeting of members.

Back to Table of Contents

SECTION 4 – DIRECTORS
4.01   Election and Term
Nominees for Director positions shall be solicited from the membership of the Corporation. Nominees shall submit an application to the nominating committee. Applications are not required for renewal of Director terms.

The nominating committee shall be comprised of three (3) members. All members of the nominating committee shall be Corporate Members, Individual or Retired Members of the Corporation. The chair shall be the immediate past president. Other members of the nominating committee shall be appointed by the Directors. The nominating committee shall submit the slate of nominees for Special Resolution by the Board of Directors.

The slate of nominees selected by the nomination committee and Directors shall be submitted to the entire membership of the Corporation with the notice of the Annual General Meeting.

Additional nominees may be submitted by the written notice of not less than five (5) members, together with the written agreement of the additional nominee(s). The additional nominees are to be submitted at least five (5) calendar days prior to the Annual General Meeting. If additional nominations are received, an election will be held by ballot for those positions for which the additional nominations are received. Ballots shall be counted by the secretary and one other member appointed by the President, during the Annual General Meeting.

Subject to the articles, the members will elect the Directors at the first meeting of members and at each succeeding annual meeting at which an election of Directors is required, and the Directors shall be elected to hold office for a term beginning January 1 of the year following the annual general meeting following the election. Terms of Directors shall be staggered to provide continuity, overlap and diversity on the Board. The length of term shall be limited to a maximum of three (3) years. There are no restrictions on the number of terms a Director can hold.

4.02   Qualifications
Each director shall:

1. be an individual who has interest in furthering the Corporation’s objectives including representing the tunnelling industry with commitment and support from their respective employer (as applicable);
2. be able to meet all the qualifications of Membership as are set out in Section 2 of this By-law;
3. have been screened and found to be acceptable in accordance with the policies of the Corporation which are in use, force, and effect from time to time;
4. not be an "ineligible individual" as defined in the Income Tax Act, R.S.C. 1985, c. 1 (5th Supp.), s. 149.1;
5. not be an undischarged bankrupt;
6. be eighteen years of age or older; and
7. not have been declared incapable by a court in Canada or in another country.

4.03   Reimbursement of Expenses of Directors
Reimbursement of expenses shall be limited to the Directors or their appointed representatives as approved by the Directors. Estimates of expenses shall be submitted to the Directors for approval in advance of expenditures. Expenses for the president or his appointed delegate to attend the Annual General Assembly of the ITA shall be reimbursed.

4.04   Conflict of Interest
A Director or Officer who is in any way directly or indirectly interested in a contract or transaction, or a proposed contract or transaction, with the Corporation shall make the disclosure required by the Act. Except as provided by the Act, no such Director shall attend any part of a meeting of Directors or vote on any resolution to approve any such contract or transaction.

4.05   Committees
The Board may from time to time appoint any committee or other advisory body as it deems necessary or appropriate for such purposes and, subject to the Act, with such powers as the Board shall see fit. Any such committee may formulate its own rules of procedure, subject to such regulations or directions as the Board may from time to time make. Any committee member may be removed by resolution of the Board of Directors. The Board may dissolve any committee by resolution at any time. Any committee consisting of one or more non-Directors may only act in an advisory capacity.

4.06   Indemnification
No Director, Officer or committee member of the Corporation is be liable for the acts, neglects or defaults of any other Director, Officer, committee member or employee of the Corporation or for joining in any receipt or for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired by resolution of the Board or for or on behalf of the Corporation or for the insufficiency or deficiency 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 or 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 or her respective office or trust provided that they have:

1. Complied with the Act and the Corporation’s articles and By-laws; and
2. Exercised their powers and discharged their duties in accordance with the Act

Back to Table of Contents

SECTION 5 – MEETINGS OF DIRECTORS
5.01   Calling of Meetings
Meetings of the Board may be called by the president, a vice-president of the Board or any two (2) Directors at any time

5.02   Participation by Telephone or Other Communications Facilities
If all of the Directors of the Corporation consent, a Director may participate in a meeting of the Board or of a committee of Directors by telephonic or electronic means that permit all participants to communicate adequately with each other during the meeting. A Director participating by such means is deemed to be present at that meeting.

5.03   Notice of Meeting
Notice of the time and place for the holding of a meeting of the Board shall be given in the manner provided in Section 7.01 of this by-law to every Director of the Corporation not less than fourteen (14) days before the time when the meeting is to be held. Notice of a meeting shall not be necessary if all of the Directors are present or if those absent have waived notice of or have otherwise signified their consent to the holding of such meeting. Notice of an adjourned meeting is not required if the time and place of the adjourned meeting is announced at the original meeting. Unless the by-law otherwise provides, no notice of meeting need specify the purpose or the business to be transacted at the meeting except that a notice of meeting of Directors shall specify any matter referred to in subsection 138(2) (Limits on Authority) of the Act that is to be dealt with at the meeting.

5.04   Regular Meetings
The Board may appoint a day or days in any month or months for regular meetings of the Board at a place and hour to be named. A copy of any resolution of the Board fixing the place and time of such regular meetings of the Board shall be sent to each Director forthwith after being passed, but no other notice shall be required for any such regular meeting except if subsection 136(3) (Notice of Meeting) of the Act requires the purpose thereof or the business to be transacted to be specified in the notice.

5.05   Votes to Govern
A quorum of not less than 50% percent of Directors, of which one is a president or vice-president, shall be required for voting. At all meetings of the Board, every question shall be decided by a majority of the votes cast on the question. In case of an equality of votes, the chair of the meeting in addition to an original vote shall have a second or casting vote.

A resolution in writing, signed by all the Directors entitled to vote on that resolution at a Board meeting, is as valid as if it had been passed at a Board meeting.

Back to Table of Contents

SECTION 6 – OFFICERS
6.01   Description of Officers
Unless otherwise specified by the Board which may, subject to the Act modify, restrict or supplement such duties and powers, the offices of the Corporation, if designated and if Officers are appointed, shall have the following duties and powers associated with their positions:

1. President –The president shall be the chief executive officer of the Corporation and shall be responsible for implementing the strategic plans and policies of the Corporation. The president shall, subject to the authority of the Board, have general supervision of the affairs of the Corporation. The President shall be a Director. The President shall, when present, preside at all meetings of the Board of Directors and of the members. The chair shall have such other duties and powers as the Board may specify. The President or his appointed delegate shall act as the Canadian representative to the International Tunnelling and Underground Space Association (ITA).
2. Vice-Presidents – A vice-president shall represent Eastern Canada and another vice-president shall represent Western Canada. The vice-presidents shall be Directors. If the president is absent or is unable or refuses to act, a vice-president shall, when present, preside at all meetings of the Board of Directors and of the members. The vice-president shall chair national conferences and workshops and have oversight over regional Directors. The vice-president shall have such other duties and powers as the Board may specify. If both vice-presidents are present, the vice-president representing the region in which the meeting is conducted shall preside at that meeting.
3. Secretary – The secretary shall be appointed by the Directors. The secretary shall attend and be the secretary of all meetings of the Board, members and committees of the Board. The secretary shall enter or cause to be entered in the Corporation’s minute book, minutes of all proceedings at such meetings; the secretary shall give, or cause to be given, as and when instructed, notices to members, Directors, the public accountant and members of committees; the secretary shall be the custodian of all books, papers, records, documents and other instruments belonging to the Corporation.
4. Treasurer – The treasurer shall be appointed by the Directors. The treasurer shall have such powers and duties as the Board may specify including but not limited to drafting budgets, oversight of expenses, banking and preparation of financial statements.
5. Past President – The immediate past president shall have such powers and duties as the Board may specify. The past president shall be a Director.

The powers and duties of all other Officers of the Corporation shall be such as the terms of their engagement call for or the Board or president requires of them. The Board may from time to time and subject to the Act, vary, add to or limit the powers and duties of any Officer.

6.02   Election, Appointment and Term
Nominees for Officers shall be selected by a nominating committee.

The nominating committee shall be comprised of three (3) members. All members of the nominating committee shall be Corporate Members, Individual or Retired Members of the Corporation. The chair shall be the immediate past president. Other members of the nominating committee shall be appointed by the Directors.

The nominees for President and Vice-President shall be elected by the membership during the Annual General Meeting. Additional nominees for President and Vice-President may be submitted by the written notice of not less than five (5) members, together with the written agreement of the additional nominee(s). The additional nominees are to be submitted at least five (5) calendar days prior to the Annual General Meeting.

Officers for secretary and treasurer shall be appointed by the Directors by Special Resolution.

The President and Vice-president shall serve for a term of three (3) years and shall be eligible for re-election for a second term at the end of the first. No president shall serve more than two (2) consecutive terms.

6.03   Vacancy in Office
In the absence of a written agreement to the contrary, the Board may remove, whether for cause or without cause, any Officer of the Corporation. Unless so removed, an Officer shall hold office until the earlier of:

1. the Officer’s successor being appointed,
2. the Officer’s resignation,
3. such Officer ceasing to be a Director, or
4. such Officer’s death.

If the office of any Officer of the Corporation shall be or become vacant, the Directors may, by resolution, appoint a person to fill such vacancy.

Back to Table of Contents

SECTION 7 – NOTICES
7.01   Method of Giving Notices
Any notice (which term includes any communication or document) to be given (which term includes sent, delivered or served), other than notice of a meeting of members or a meeting of the Board of Directors, pursuant to the Act, the articles, the by-laws or otherwise to a member, Director, Officer or member of a committee of the Board or to the public accountant shall be sufficiently given:

1. if delivered personally to the person to whom it is to be given or if delivered to such person’s address as shown in the records of the Corporation or in the case of notice to a Director to the latest address as shown in the last notice that was sent by the Corporation in accordance with section 128 (Notice of Directors) or 134 (Notice of change of Directors); or
2. if mailed to such person at such person’s recorded address by prepaid ordinary or air mail; or
3. if sent to such person by telephonic, electronic or other communication facility at such person’s recorded address for that purpose; or
4. if provided in the form of an electronic document in accordance with Part 17 of the Act.

A notice so delivered shall be deemed to have been given when it is delivered personally or to the recorded address as aforesaid; a notice so mailed shall be deemed to have been given when deposited in a post office or public letter box; and a notice so sent by any means of transmitted or recorded communication shall be deemed to have been given when dispatched or delivered to the appropriate communication company or agency or its representative for dispatch. The secretary may change or cause to be changed the recorded address of any member, Director, Officer, public accountant or member of a committee of the Board in accordance with any information believed by the secretary to be reliable. The declaration by the secretary that notice has been given pursuant to this by-law shall be sufficient and conclusive evidence of the giving of such notice. The signature of any Director or Officer of the Corporation to any notice or other document to be given by the Corporation may be written, stamped, type-written or printed or partly written, stamped, type-written or printed.

7.02   Invalidity of any Provisions of this By-law
The invalidity or unenforceability of any provision of this by-law shall not affect the validity or enforceability of the remaining provisions of this by-law.

7.03   Omissions and Errors
The accidental omission to give any notice to any member, Director, Officer, member of a committee of the Board or public accountant, or the non-receipt of any notice by any such person where the Corporation has provided notice in accordance with the by-laws or any error in any notice not affecting its substance shall not invalidate any action taken at any meeting to which the notice pertained or otherwise founded on such notice.

Back to Table of Contents

SECTION 8 – AUDITOR
8.01   Auditor
The members shall at each general meeting appoint an auditor to audit the accounts of the Corporation, to hold office until the next annual meeting provided that the Directors may fill any casual vacancy in the office of the auditor. The auditor shall audit the books of the Corporation and shall report or cause to have reported, the results of the audit to the members.

8.02   Reliance on Audit
Directors may rely upon the accuracy of any statement or report prepared by the Corporation's auditors and shall not be responsible or held liable for any loss or damage resulting from acting upon such statement or report.

Back to Table of Contents

SECTION 9 – — REGIONAL CHAPTERS
9.01   Regional Chapters
Creation or disbandment of Regional Chapters in geographic regions of Canada will be determined by the Board. The affairs of the Regional Chapters shall be conducted by Chapter committees and led by an appointed Director. A Director in the region of each Chapter shall report the Chapter affairs to the Board of Directors.

Back to Table of Contents

SECTION 10 – MANAGEMENT OF THE CORPORATION’S AFFAIRS
10.01   Management of Affairs
The Directors may, from time to time, engage a manager to perform or assist with performance of such Corporation’s affairs as agreed by the Directors. The manager’s remuneration shall be as agreed by the Directors. The length of any management agreement shall not exceed a 3 year in duration. Management agreements can be renewed as agreed by the Directors.

Back to Table of Contents

SECTION 11 – EFFECTIVE DATE
11.01   Effective Date
Subject to matters requiring a Special Resolution of the members, this by-law shall be effective when made by the Board.

Back to Table of Contents