GENERAL

1. 1. In these by-laws unless there be something in the subject or context inconsistent therewith:
   1. "Society" means The Canadian Association of Palynologists.
   2. "Registrar" means the Registrar of Joint Stock Companies appointed under the Nova Scotia Companies Act.
   3. "Special Resolution" means a resolution passed by not less than three-fourths of such members entitled to vote as are present or by proxy, where proxies are allowed, at a general meeting of which notice specifying the intention to propose the resolution as a special resolution has been duly given. Proxies must be in the form stipulated in the by-laws.

2. The name of the Society shall be "The Canadian Associaton of Palynologists" (and "L'Association Canadienne des Palynologues").

3. The objectives of the Society shall be to advance and encourage all aspects of palynology in Canada and to promote co-operation between palynologists and those engaged in related fields of study.

4. The Society is a member of the International Federation of Palynological Societies (I.F.P.S.).

   MEMBERSHIP

5. The subscribers to the Memorandum of Association and such other persons as shall be admitted to membership in accordance with these by-laws, and none others, shall be members of the Society, their names shall be entered in the Register of Members accordingly.

6. The number of members of the Society is unlimited.

7. Every member of the Society shall be entitled to attend any meeting of the Society and to vote at any meeting of the Society (or by proxy for any special resolution) and to hold any office.

8. Membership in the Society shall not be transferable.

9. Any person who contributes to the support of the Society through payment of the prescribed membership fee shall be admitted to membership of the Society.

10. No formal admission to membership shall be required and the entry in the Register of Members by the Secretary of the name and address of any individual shall constitute an admission to membership in the Society.

11. Membership in the Society shall cease upon the death of a member, or if, by notice in writing to the Society, he or she resigns his or her membership, or if he or she ceases to qualify for membership in accordance with these by-laws.

12. Any institution, inside or outside of Canada, which wishes to receive the Society's Newsletter and which contributes to the support of the Society through payment of the prescribed subscription shall be considered a correspondent of the Society.

13. A correspondent is not a voting member of the Society.

14. [By-law removed by special resolution]

15. [By-law removed by special resolution]

    FISCAL YEAR

16. The fiscal year of the Society shall be the period from 1 January in any year to 31 December in the same year.

    MEETINGS

17. The annual general meeting of the Society shall be held at a time and place which the directors deem most convenient for the directors and membership during a given fiscal year. The time and place of this meeting shall be announced in the Newsletter at least two months prior to its taking place.

18. At each general meeting of the Society, the following items of business shall be dealt with and deemed to be ordinary business:
    1. reading of the minutes of the preceding general meeting
    2. president's report
    3. secretary/treasurer report - including balance sheet, report of auditor thereon and membership report
    4. I.F.P.S. representative's report
    5. review of dues structure and revision of same if deemed appropriate
    6. report of nominating committee and submission of other nominations
    7. appointment of new nominating committee
    8. appointment of auditor

19. A quorum consists of five members in good standing, without which no business may be transacted.

20. 1. The President of the Society shall preside as President at every general meeting of the Society;
    2. If there is no President or if, at any meeting, he or she is not present at the time of holding the same, the President-Elect shall preside as President;
    3. If there is no President or President-Elect or if at any meeting neither the President nor the President-Elect is present at the holding of the same, the members present shall choose someone of their number to act as President.

21. The President shall have no vote except in the case of an equality of votes. In the case of an equality of votes, the President/Acting President shall have a casting vote.

22. At any general meeting, unless a poll is demanded by at least three members, a declaration by the President that a resolution has been carried and an entry to that effect in the book of the proceedings of the Society shall be sufficient evidence of the fact, without proof of the number or proportion of the members recorded in favour of or against such resolution.

23. If a poll is demanded in manner aforesaid, the same shall be taken in such manner as the President may prescribe and the result of such poll shall be deemed to be the resolution of the Society in general meeting.

    NEWSLETTER

24. The Society shall issue to members and correspondents at least two 'Newsletters' per year, one to appear in May, one in November, and any others as considered appropriate by the directors.

25. The Newsletter shall carry the minutes of the annual meeting.

    AMENDMENTS

26. 1. Initiation of, termination of, or changes to affiliation with other societies or institutions must be subject to a special resolution.
    2. Amendments to the by-laws must be subject to a special resolution.

27. A special resolution must be announced in the Newsletter at least two months prior to an annual meeting. Proxy forms and ballots relating to the said Special Resolution must be included in that Newsletter and be in the following form and wording:

    PROXY

    I, _________________________, a member in good standing of the Canadian
    
    Association of Palynologists, do hereby appoint the President or
    
    Acting President of the Canadian Association of Palynologists as
    
     my proxy, to vote for me and on my behalf at
    
    ____________________________ to be held on _____________________ or
    
    any adjournment thereof.
    
    Dated at _______________ this _____ day of _______________ 20 ___.
    
    Member __________________________
           (Signature of Member)
    
    Witness__________________________
           (Signature of Witness)
    

28. Each member in good standing shall have one vote.

29. Non-receipt of a Newsletter by a member shall not invalidate the result of a vote for a special resolution provided that there is reasonable proof that a Newsletter was mailed to each member at his or her last known address as recorded by the Secretary/Treasurer.

30. No less than twenty-five percent of members in good standing must take part in the vote for a special resolution in order for it to be valid and binding.

    DIRECTORS

31. The directors of the Society shall be a President, a President-Elect, a Secretary/ Treasurer, a Newsletter Editor, a Website Editor and an I.F.P.S. Councillor.

32. The President shall have general supervision of the activities of the Society and shall perform such duties as may be assigned to him or her by the Board of Directors from time to time.

33. 1. Preparation of minutes, custody of the books and records (including upkeep of Register of members), and custody of the minutes of all the meetings of the Society and of the Board of Directors shall be the responsibility of the Secretary/ Treasurer.
    2. The directors may appoint a person to act as Secretary/Treasurer if the latter is not present at a meeting of the Society, for the duration of the said meeting.

    ELECTION OF DIRECTORS

34. Any member of the Society shall be eligible to be elected a director of the Society.

35. The nominating committee shall, at the annual meeting, present a suite of candidates who have consented to fill executive positions for the following fiscal year. Other nominations shall be accepted at the annual meeting but no later.

36. The I.F.P.S. Councillor is elected for a term spanning the time between one International Palynological Congress and the next, this term exactly coinciding with the term of office of the I.F.P.S. Council. The President and President/Elect are each elected for a term of two fiscal years, except in the situation specified in By-Law 42. The President-Elect automatically becomes the president at the end of the two-year term of the serving President unless he becomes ineligible to do so in accordance with these by-laws. All other directors are elected for one fiscal year at a time.

37. If unopposed, the candidates put forward by the nominating committee shall be accepted by acclamation.

38. If balloting is necessary for any of the executive positions, ballots will be included in the ensuing issue of the Newsletter. The ballots will be counted on the 30th day after the Newsletter was mailed to members.

39. In the case of a ballot each member in good standing has one vote, except the President, who has the deciding vote in the case of a tie.

40. The candidate elected to a particular executive position is the candidate with the most votes.

41. At the end of each stipulated term of office (as per by-law 36) all directors must retire unless re-elected. All directors are eligible for re-election.

42. 1. In the event that the Secretary/Treasurer, Newsletter Editor, Website Editor or IFPS Councillor resigns his or her office or ceases to be a member in the Society, his or her office as director shall ipso facto be vacated. The vacancy thus created may be filled for the unexpired portion of the term by the Board of Directors from among the members of the Society.
    2. In the event that the President resigns his or her office or ceases to be a member in the Society, his or her office as director shall ipso facto be vacated. The vacancy thus created is to be filled for the unexpired portion of the term plus one fiscal year by the promotion of the President-Elect to office of President.
    3. In the event that the President-Elect is promoted to the office of President, or in the event that the President-Elect resigns his or her office or ceases to be a member in the Society, his or her office of President-Elect shall ipso facto be vacated. This situation shall remain until the next annual meeting of the Society, when a competition for the position of President-Elect will take place, as prescribed in these by-laws.

43. The Society may, by special resolution, remove any director before the expiration of the period of office and appoint another person in his or her stead. The person so appointed shall hold office during such time only as the director in whose place he or she is appointed would have held office if he or she had not been removed.

44. The management of the activities of the Society shall be vested in the directors who, in addition to the powers and authorities by these by-laws or otherwise expressly conferred upon them, may exercise all such powers and do all such acts and things as may be exercised or done by the Society and are not hereby or by Statute expressly directed or required to be exercised or done by the Society by annual general meeting or special resolution.

    AUDIT OF ACCOUNTS

45. The auditor for the Society shall be appointed annually by the members of the Society at the annual general meeting and, on failure of the members to appoint an auditor, the directors may do so.

46. The Society shall make a written report to the members as to the financial position of the Society and the report shall contain a balance sheet and operating account. This report shall appear in the first newsletter of the fiscal year. In every such report, the auditor shall state whether, in his or her opinion, the balance sheet is a full and fair balance sheet containing the particulars required by the Society and properly drawn up so as to exhibit a true and correct view of the Society's affairs. Such report shall be read at the annual meeting. A copy of the balance sheet, showing the general particulars of its liabilities and assets and a statement of its income and expenditure in the preceding year, audited by the auditor, shall be filed with the Registrar within fourteen days after the annual meeting in each year, as required by law.

    MISCELLANEOUS

47. The Society shall file with the Registrar, with its Annual Statement, a list of its directors with their addresses, occupations and dates of appointment or election and, within fourteen days of a changes of directors, notify the Registrar of the change.

48. The Society shall file with the Registrar a copy in duplicate of every special resolution within fourteen days after the resolution is passed.

49. The books and records of the Society may be inspected by any member at any reasonable time within two days prior to the annual general meeting.

50. Contracts, deeds, bills of exchange and other instruments and documents may be executed on behalf of the Society by the President or the President-Elect and the Secretary/Treasurer, or otherwise as prescribed by resolution of the Board of Directors.

51. The borrowing powers of the Society may be exercised by special resolution of the members.

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This copy of the CAP By-Laws was provided by Rob Fensome. Note that these By-Laws were amended in 1999.