CSA Constitution & By-Laws – PDF – CSA Bylaws Nov. 6, 2018
The Mission of the Association is to represent the interests of the Canadian spice industry, to speak on behalf of its members and to provide them with relevant information, education and networking opportunities.
- June 12, 2004
- June 10, 2006
- April 27, 2007
- May 12, 2017
- November 6, 2018
CANADIAN SPICE ASSOCIATION – ASSOCIATION CANADIENNE DES EPICES
CONSTITUTION AND BY-LAWS
- Article I – Name
- Article II – Objects
- Article III – Membership
- Article IV – Voting
- Article V – Fiscal Year and Assessment (Dues)
- Article VI – Nominating Committee
- Article VII – Board of Directors
- Article VIII – Officers
- Article IX – Meetings
- Article X – Dissolution
- Article XI – Protection of Directors and Officers
- Article XII – Indemnity of Directors and Officers
- Article XIII – Amendments
- Article XIV – Discipline
The name of The Association shall be “Canadian Spice Association” “Association canadienne des epices” hereinafter referred to as “The Association”.
Wherever the words “The Board”, appears in these By-Laws they shall be understood to mean “The Board of Directors” of the Canadian Spice Association.
- To advance the welfare of the Spice Trade and its commonly associated Products and Services to the benefit of its members
- To foster and promote a feeling of fellowship and goodwill among its members;
- To permit and encourage among all members the maintaining of high standards, to satisfy the users of its products and generally, to protect and further public health and welfare;
- To support desirable legislation and oppose undesirable legislation;
- To collect and disseminate information
Section 2: Voluntary Association
The Association is voluntary and is not organized for pecuniary profit and shall not make nor declare dividends.
- Each member of The Association shall conform to the Constitution and By-Laws of The Association.
- For The Association’s purpose, the term “Spice Trade” includes all those individuals, partnerships, firms, corporations (or their subdivisions) or associations whose activities, to a significant extent, involve the importation, processing, purchase, blending, treatment, or growing of spices, seeds and herbs or extractives thereof, as well as dehydrated products. The Association’s membership shall consist of the following categories:
- General Member – Any individual, partnership, firm or corporation engaged in the Spice Trade in Canada and having offices in Canada for a period no less than one year.
- Associate Members – Any individual, partnership, firm or corporation engaged or in any manner associated or connected with all or some of the members of The Association and falling in one of the following categories:- Consultants- Related Suppliers- Service Industries- Trade Associations
- International Members – Any individual, partnership, firm or corporation outside of Canada, engaged in the Spice Trade in Canada for a period no less than one year.
Section 2: Application for Membership
Applicants for General and Associate Membership must submit a letter to the President or Executive Director together with a cheque for the initiation fee, stating that they are applying for Membership, that they have offices in Canada, and that they have been engaged in the Spice Trade in Canada for a minimum of one year. In the case where a previous Member in good standing, opens a new Company, his/her longstanding relationship within the Spice Industry will be taken into account as equivalent to a company having been engaged in the Spice Trade in Canada for a minimum of one year, and will submit an Application for new membership.
The Executive Director, or a Director, appointed by the President, shall interview the applicant by telephone or in person within 15 days of receiving the application to determine if Membership requirements are met.
The Director or Executive Director will report to the Board of Directors no later than 15 days after the interview recommending acceptance or rejection. Any objections from the Board of Directors must be reported to the President or Executive Director within 15 days.
If there are no objections from the Board of Directors, the Applicant shall be accepted into The Association. If there are objections to the Application, the application will remain pending until the next Director’s meeting where discussion and voting will take place. A majority vote will rule on acceptance / rejection of the Applicant. The Applicant will be advised in writing by the President or Executive Director of their acceptance, and the member will be billed for the established annual dues prorated to the first day of the calendar quarter nearest to the date of acceptance (Board of Directors’ acceptance date) to the last day of that fiscal year if applicable.
Application for membership for Associate and International Members will follow the same procedure as for General Membership. Applicants for International and Associate Members are not required to have their offices in Canada.
Section 3: Transfer of Membership
Any individual, partnership, firm or corporation holding membership in The Association may upon the sale of their business, assign their membership to the successor of such business, who shall thereupon become a member.
Membership in The Association shall be otherwise non-assignable and any Member who shall cease to be engaged in the Spice Trade in Canada shall ipso facto cease to be a member, and shall no longer enjoy any of the privileges of The Association.
Section 4: Resignation
Members may resign from The Association at any time, but will not be reimbursed any dues.
Each member shall be entitled to the use of The Association emblem.
Will act at any meeting of The Association through duly accredited representatives and agents, in such number as they see fit. Each firm will be entitled to one vote only on any question or motion that may be submitted to such meeting. Each firm may have as many accredited representatives and agents attend the meeting, as it so desires.
All Associate Members will have one collective vote by a Representative member that has been appointed and approved by the Board of Directors. Associate Members shall not vote at any meeting of the members, but may be present at all such meetings, and shall be given the same notice of all meetings as may be given to General Members.
International Members may attend all meetings but will not be entitled to a vote on any question or motion submitted at such meeting. International Members shall be given the same notice of all meetings as may be given to General Members.
ARTICLE V – FISCAL YEAR AND ASSESSMENTS (DUES)
Section 1: Fiscal Year
The Fiscal Year of The Association shall begin July 1st of each year and terminate June 30th of the following year. Assessments shall be determined upon the previous fiscal year prior to July 1st, and membership renewals and dues will be required and payable on July 1st of each year.
Section 2: Assessments (DUES)
- Dues payable by Members shall be a flat rate determined each year by the Board of Directors, to advance the welfare of the Spice Industry and shall be assessments of amounts necessary to meet expected expenses of The Association and to maintain a reserve for contingencies.
- The Initiation Fee for new members will be determined by the Officers of The Association and approved by affirmative majority vote of the members present at the Annual General Meeting of the Association
- All dues and assessments shall be in amounts recommended by the Officers of The Association and approved by the affirmative majority vote of the members present at the Annual General Meeting of The Association.
- The Board may, subject to the approval at the Meeting called upon for that purpose and agreed to by two-thirds (2/3) by those in attendance, for any period, fix an assessment which, in addition to the membership dues, shall be payable equitably by all members. e. Upon failure of a member to pay the annual dues within 120 days after receipt of membership dues invoice, all member rights shall be suspended unless the BOD shall determine otherwise.
ARTICLE VI – NOMINATING COMMITTEE
The presiding President shall appoint the Chairperson of the Nominating Committee for the upcoming year, no later than 60 days prior to the Annual General Meeting of The Association.
The Nominating Committee shall consist of the Chairperson and two other members in good standing, as selected by the Chairperson.
It is the responsibility of the Nominating Committee to present the nominations for Directors and Officers at the Annual General Meeting of the Association for the upcoming year. All nominees must be contacted within 30 days prior to the Annual General Meeting of The Association.
ARTICLE VII – BOARD OF DIRECTORS
Section 1: Number and Election
The affairs of The Association will be managed by a Board, which shall consist of a minimum of eight (8) members and may include one representative from the Associate Membership. The Nominating Committee will present the Slate of Nominees at every Annual General Meeting of the Association. The Board of Directors shall be comprised of a resident of each of the following regions, Western Canada, Ontario, Quebec and the Maritimes, whenever possible. Companies interested in nominating a representative for participation on The Board shall be Members of The Association for one year or more before eligibility. Nominee must be a Canadian resident and have the authority to speak on behalf of their company on The Association issues.
In addition to the elected members, the immediate Past President of The Association shall be a Director Ex-Officio of the Board during the term of office of the successor.
International Members are not eligible to become members of the Board of Directors.
The Term of the Board Members shall expire every year at the following Annual General Meeting of The Association. The term of the Officers will change as established in Article VIII Section 2.
The Board Members may fill any vacancy on The Board, which may occur during that period.
Section 2: Election of Officers
Immediately following their election, the Board of Directors elect shall elect a President, Vice President, and Treasurer.
Section 3: Emblem, Insignia, Seal or Trade-Mark
The Board shall have the power to adopt, with the approval of the members, an appropriate emblem, insignia, seal or trade-mark, and if The Board so desires, to copyright the same; also to revoke the use of the same to any member where The Board deems the seal has been used in an unethical manner.
Section 1: Officers
The Officers of The Association shall be a President, Vice President, and Treasurer.
Section 2: Terms of Office
The Officers shall hold office for one year.
Section 3: Duties of President
The President shall preside at meetings of The Association and of The Board as the Executive head of The Association. The President shall enforce the By-Laws, Rules, Regulations and Resolutions and the general supervision and direction of the work of each officer and committee. The President shall appoint such committees as may be required to carry on the work of The Association.
Section 4: Duties of Vice President
The Vice President, after the absence of or upon the request of the President, shall perform the President’s duties. The Vice-President will be Co-Convention Chair during her/his Term.
Section 5: Duties of the Treasurer
The Treasurer shall oversee the Finances of The Association.
Section 6: Duties of the Convention Chair (deleted May 12, 2017)
Section 7: Compensation of Officers
All executive Officers, Members of The Board and Committee Members shall serve without compensation.
Section 1: Annual General Meeting
- There shall be an Annual General Meeting of The Association to be held each year, at a date and location recommended by the Convention Committee and approved by the Board of Directors;
- Notice of the meeting shall be presented no less than sixty (60) days prior to the meeting date;
- 30% of membership will constitute a quorum;
- All motions submitted will be decided by a majority of eligible votes and in case of votes being equal, the President will have an additional vote;
- The Convention Committee shall propose a fee to be paid by all attendees registering for the Annual General Meeting, which will have been approved by the Board of Directors at the previous Board Meeting.
Section 2: Board of Directors Meetings
- There will be a minimum of two (2) Directors Meetings per year, and these meetings will be held in the fall and/or spring of the current session, and at the Annual General Meeting.
- The presence of six (6) members will constitute a quorum.
- Motions submitted at the Directors Meeting will be decided by a majority of eligible votes and in the case of the votes being equal; the President will have an additional or casting vote.
- Notice of the Directors Meetings must be given at least three (3) weeks prior to the meeting and a written Agenda must accompany this notice.
Section 3: Special Meetings
A Special Meeting may be called:
- by the President at any time he/she considers it to be in the interest of The Association;
- by the Officers upon majority vote or;
- whenever five (5) or more of the members so request in writing.
A call for a Special Meeting shall specify the time and place of the meeting and be delivered to all members with at least seven (7) days prior notice. No voting may take place at this Special Meeting unless there is a minimum of thirteen (13) voting members present. In the absence of an Officer, the members represented at such meeting shall, by the affirmative vote of a majority so represented, choose a presiding Officer for such meeting.
Section 4: Committee Meetings
A Committee Meeting may be called by the Chairperson of the Committee. A report should be written on any Committee Meeting and submitted to the President or Executive Director.
Section 5: Presiding Officers at Meetings
In the absence of both the President and Vice President at any of the meetings of The Association, the Treasurer shall preside at such meeting.
Section 6: Proxies
Any member, in case of sickness or unavoidable absence, may by written credentials, delegate to another Member of The Association or to another representative of their own firm, authority to represent them or it, at any meeting. The vote of such delegate shall then be binding on the individual, firm or corporation represented. Any member holding proxies from other members shall present them to the President or Executive Director at the time of registration and have them properly accredited. Proxies can be forwarded by the member providing the Proxy via mail, fax or e-mail in the adequate Proxy Form.
The Association may be dissolved by the affirmative vote of four-fifths (4/5) of its voting Members. The assets or other property of The Association shall, in the event of dissolution, be used for the purposes of providing services for social welfare, health, civic improvement, education or other objects of a benevolent or charitable nature.
ARTICLE XI – PROTECTION OF DIRECTORS AND OFFICERS
No officer of The Association shall be liable for the acts, receipts, neglects or defaults of any other officer or for joining in any receipts or other acts for conformity, or any loss or expense happening to The Association through the insufficiency or efficiency of title to any property acquired by order of The Board for or on behalf of The Association, or for the insufficiency or deficiency of any security in or upon which any of the monies of The Association shall be invested, or for any loss or damage arising from bankruptcy, insolvency or tortious act of any person with whom any of the monies, securities or effects of The Association shall be deposited, or for any loss occasioned by any error of judgement or oversight on his part, or for any other loss, damage or misfortune whatever which shall happen in the execution of the duties of his office or in relation thereto unless the same shall happen through their own dishonesty.
ARTICLE XII – INDEMNITY OF DIRECTORS AND OFFICERS
Every Director or Officer of The Association and their heirs, executors and administrators, and estate and effects, respectively, shall from time and at all times, be indemnified and saved harmless out of the funds of The Association from and against;
a. all costs, charges and expenses whatsoever which such Director or Officer sustains or incurs in or about any action, suit or proceedings which is brought, commenced or prosecuted against them for or in respect of any act, deed, matter or thing whatsoever, made done or permitted by them in or about the execution of the duties of their office;
b. all other costs, charges and expenses which are sustained or incurs in or about in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by his own willful neglect or default.
These By-Laws and any Amendments hereto may be amended, altered, or repealed by the affirmative votes of not less than two thirds (2/3) of all of the Members of Board of Directors. All amendments shall be confirmed at the following Board, Annual General or Special Meeting called for the purpose, provided that any proposed amendment or repeal shall be submitted by mail, fax or e-mail to the members thirty (30) days before the date of the meeting at which it is to be approved.
The Board of Directors shall have full power to reprimand, censure and/or expel any Member for conduct prejudicial, in the judgement of the Board, to the interest of the Association, 10 days notice in writing having been given first to the Member accused of such conduct, of the time when the Board of Directors will consider the matter; and full opportunity being given to the accused Member to defend himself before the Board.