National Aboriginal Trust Officers Association
BY-LAW NO. 1
BEING THE GENERAL BY-LAW OF National Aboriginal Trust Officers Association (called in the balance of this By-Law ?NATOA?).
OBJECTIVES / POWERS
1. The general objectives of NATOA are exclusively limited to:
a. Education, civic improvement or recreation, or for any other purpose except profit and in particular to strengthen, enhance, pursue, foster and support community economic social and recreational development as defined and prioritized by the Board from time to time.
b. Promoting understanding of the duties, rights, roles, and obligations of trustees and other persons structuring, advising, or otherwise connected with or employed by a trust through education and the strengthening and fostering of relations among such persons and institutions.
c. Providing educational and other resources to build capacity and understanding for professionals, elected officials and employees of aboriginal communities connected to and involved with providing advice to aboriginal organizations holding, negotiating, or controlling money received as a settlement of a claim or right.
2. In pursuing these general objectives NATOA has the following powers:
a. to provide means and facilities by which Members may increase their knowledge, skill and proficiency in all things relating to the serving as a trustee or in any capacity of authority of a trust or other capital pool intended to provide benefits to members of an Aboriginal community or organization;
b. to establish and enforce standards of professional conduct, competence and proficiency to be maintained by Members;
c. to assist Members to carry out their role as trustees, trust employees financial legal and accounting advisors, administrators and elected leaders through education and training in administrative systems, legal principals accounting practices, systems and procedures and investment principles;
d. represent and advocate on behalf of the Members in relation to all matters surrounding trust and tax law.
HEAD OFFICE
3. The head office of NATOA will be located at 12 St. Clair Avenue East, P.O. Box 69042, Toronto, Ontario, M4T 3A1.
4. NATOA may establish by Ordinary Resolution of the Board such other offices and agencies elsewhere as the Directors may deem expedient.
INTERPRETATION
5. In these by-laws the following words will have the following meanings:
a. ?Aboriginal? means an Indian, Métis or Inuit person.
b. ?Aboriginal Organization? means a corporation, partnership, trust, organized group or community owned or controlled primarily by Aboriginal persons including chiefs and their counsel and other elected representatives and authorities of aboriginal communities.
c. ?Aboriginal Trustee? means an individual serving as a trustee of an Aboriginal Trust.
d. ?Aboriginal Trust? means a trust relationship where the settlor or the beneficiaries of the trust are an Indian Band, Indians or an Aboriginal Organization.
e. ?Act? or ?the Corporations Act? means the Corporations Act, R.S.O. 1990, chapter c. 38, the statute under which NATOA has been incorporated or any Act substituted therefore as amended from time to time, but references will be to the Act and Amendments thereto in force at each relevant time.
f. ?Annual Meeting? means the annual meeting of the Members as described and provided by paragraphs 13, 14 and 15 of this By-law.
g. ?Articles? means the Articles of Incorporation of NATOA as from time to time amended, supplemented or restated and as the term articles are more particularly defined in the Act.
h. ?Board? means the board of directors of NATOA.
i. ?Board Meeting? means a duly constituted meeting of the Board.
j. ?By-law? means this by-law and all other by-laws of NATOA from time-to-time in force and effect.
k. ?Director? means a director on the Board.
l. ?Fiscal Year? means the period commencing January 1 and ending December 31 of each year.
m. ?Indian? means an Indian as defined in the Indian Act.
n. ?Indian Act? means the Indian Act, R.S.C., 1985, c. 1-5.
o. ?Industry Organization/Other Membership? means those entities engaged in ongoing for profit business and government agencies. Without limiting the foregoing, Industry Organization/Other Membership are open to banks, trust companies, investment consultants, investment counselors, accountants and accounting firms, lawyers and law firms.
p. ?Member? means an individual who meets the qualifications of membership as set out in these bylaws at Articles 8 and has been approved by the Board as a Member.
q. ?Partner Membership? means those partnerships, corporations, organizations, trusts or other persons that indicate a willingness to take an active role in NATOA through such activities as authoring research papers, assisting with marketing and promotion, providing administrative support or assisting with fundraising or otherwise satisfies the qualifications and pay such fees for Partner Membership as defined and provided by the Board from time to time.
r. ?Resolution? means an Ordinary Resolution or a Special Resolution.
s. ?Ordinary Resolution? means a resolution passed by no less than fifty-one (51%) percent of the persons eligible to vote and who are present at a duly constituted meeting.
t. ?Special Resolution? means a resolution passed by no less than sixty-five (65%) percent of the persons eligible to vote present at a duly constituted meeting.
6. In this Bylaw and in all other bylaws of NATOA hereafter passed, unless the context otherwise requires:
a. Words importing the singular number or the masculine gender will include the plural number or the feminine gender, as the case may be, and vice versa.
b. References to persons will include firms, corporations, organizations, associations, foundations and charities.
c. Reference in any bylaw or any Resolution of NATOA to any bylaw, statute or section thereof, will be deemed to extend and apply to any amendment or re-enactment or such bylaw, statute or section thereof as the case may be.
d. The division of this By-Law into sections, the insertion of headings and the provision of a table of contents is for convenience only and is not to affect the construction or interpretation of this By-Law.
MEMBERSHIP
7. Eligibility for Membership
Any corporation, partnership, trust, organization, person or other entity may become a Member in good standing of NATOA by:
a. meeting the qualifications for one of the classes of membership;
b. having a genuine interest in the purposes of NATOA;
c. paying the applicable dues; and
d. adhering to the rules and regulations laid down in the various sections and subsections of the Letters Patent, the Bylaws and the Policy, Rules and Regulations of NATOA.
8. Classes of Membership
There shall be five (5) classes of Membership in NATOA:
a. Aboriginal Individual Membership which shall consist of Aboriginal Trustees and other persons engaged by, representing or employed by an Aboriginal Organization
b. Other Individual Membership
c. Aboriginal Organizations
d. Industry Organization / Other Membership
e. Partner Membership
9. Dues.
Dues shall be paid annually by or for all Members except those for which dues are specifically exempted by the Bylaws of NATOA.
10. Amount of Dues.
The amount of dues to be paid by each class of membership shall be determined from time to time by the Board.
11. Expulsion.
Any Member may be expelled from NATOA by vote of a majority of the Directors in attendance at a special or general meeting called for that purpose and for which proper written notice has been given at least thirty (30) days in advance of such meeting.
12. Resignation and Removal.
Any Member may resign from NATOA by giving written notice to that effect to the Board. A Member shall be removed from the Membership of NATOA for failing to pay annual dues for two (2) consecutive years.
MEETINGS OF MEMBERS
Annual Meeting:
13. The Annual Meeting of the Members will be held within one hundred and eighty (180) days following the last day of each Fiscal Year on such date and at such place as selected by the Board by Ordinary Resolution.
14. The Annual Meeting will be convened by the Chair, Vice-Chair, or by Ordinary Resolution of the Board and Notice of the Annual Meeting together with the agenda for the meeting will be provided to the Members no less than thirty (30) calendar days before the date scheduled for the said meeting.
Annual Report of the Board.
15. At each Annual Meeting of NATOA the Members will
a. be presented by the Board with an annual report of the activities of NATOA for the previous year;
b. be presented with the financial statements of NATOA for the preceding Fiscal Year;
c. elect directors to replace those directors whose terms have expired;
d. appoint the auditor;
e. conduct such additional business as the Board considers necessary and appropriate and as may properly come before the meeting; and
f. discuss any matters of new business or items of business not specifically referred to in the agenda under the topic of ?new business? after all other matters on the agenda have been dealt with, provided that the new business may be spoken to for discussion and information purposes only.
Special Meetings
16. Special Meetings of Members may be convened at any time and place:
a. by Ordinary Resolution of the Board;
b. following a request in writing, delivered to the Board, by not less than forty (40%) percent of the Members specifying the object of the Special Meeting and the Resolutions sought to be voted on. The Board shall convene the Special Meeting within thirty (30) day after the said written request is received by the Board.
17. No business will be transacted at a Special Meeting other than that specified in the agenda forming part of the notice of the meeting.
18. The Chair of a Special Meeting will determine the order in which the business and questions are presented to the Members.
19. All meetings of Members shall be open only for attendance by Members and those individuals invited by the Board to attend.
Quorum
20. The lesser of 10% of the total Members or fifteen (15) Members present at any meeting of the Members will constitute a quorum for the purpose of conducting a vote.
Chair
21. At every Annual, or Special Meeting of the Members, in the absence of the Chair of the Board the chair of the meeting will be selected by the Directors present at the meeting. In the event the Directors are unable to agree on the person to serve as chair the Members in attendance at the meeting will elect the chair by an Ordinary Resolution.
Voting
22. Every Member in attendance is entitled to one vote on every issue put to a vote at any meeting of the Members.
23. Every question submitted to a meeting of Members will be decided at the discretion of the Chair of the meeting either by secret ballot or by a show of hands. In case of an equality of votes the Chair will not have a tie casting vote and the motion being voting on shall fail. Notwithstanding the preceding, at meetings of Members any Member may resolve that any vote is to be conducted by secret ballot and, if seconded, and thereafter approved by a majority of the Members in attendance, by a show of hands this motion will apply to all other questions at that particular meeting, and all votes at that meeting will be determined by secret ballot.
Adjournment of Meeting
24. Any meeting of the Members may be adjourned at the discretion of the Chair or on a two-thirds vote of the Members present at such meeting and such business as set out on the agenda shall be transacted at such reconvened meeting as might have been transacted at such original meeting from which the adjournment took place. The Chair will notify the Members present of the time and place at which the adjourned meeting is to be held and further notice need not be given to the Members.
25. The Chair may in conjunction with two other Directors have removed any person from a meeting for disorderly or inappropriate conduct by such a person.
BOARD
Power
26. Subject to the provisions of this By-Law the administration, management, control of the affairs, property, business and funds of NATOA will be vested in the Board.
Directors
27. The Board shall consist of such number of directors as is fixed from time to time by special resolution of the members of NATOA but shall in no case be less than three nor more than twelve, each holding office for a term of three (3) years.
28. Subject to the Act, to qualify as a Director a person shall:
a. have attained the age of at least eighteen (18) year of age;
b. be a Member in good standing; and
c. be eligible for bonding.
Election of Board
29. Term of a Director.
a. Transition
(1) Until May 31, 2008 the number of Directors shall be four (4). Subject to the terms of this bylaw, the term of office for these Directors shall expire on May 31, 2010;
(2) At the 2008 Annual General meeting up to four (4) additional directors, as fixed by the Directors, shall be elected. Subject to the terms of this bylaw, the term of office for these four new Directors shall expire on May 31, 2011; and
(3) At the 2009 Annual General meeting up to four (4) additional Directors, as fixed by the Directors, shall be elected. Subject to the terms of this bylaw, the term of office for these four new Directors shall expire on May 31, 2012;
b. Term
Subject to the terms of this bylaw, the term of office for a Director shall be three (3) years.
c. Date of Election
All elections (including the Transitional Elections) will be held on such date as the Annual General meeting is held by Ordinary Resolution of the Members.
30. Directors will be eligible for re-election if otherwise qualified.
Vacating of Office
31. Directors shall cease to be directors if:
a. they resign their office by delivering a written resignation to the secretary of NATOA;
b. they are found by a court of competent jurisdiction to be of unsound mind;
c. they become bankrupt, file a proposal under the provisions of the Bankruptcy and Insolvency Act, or become subject to the seizure of their assets by their creditors;
d. upon their death;
e. they are absent from three (3) consecutive Board Meetings without prior written approval of the majority of balance of the Directors;
f. they have served, or are sentenced to serve time in prison in relation to a crime involving a breach of trust, or a matter involving property; or
g. they cease to be a Member of NATOA.
Board Meetings
32. Board Meetings may be held either at the Head Office of NATOA or elsewhere as the Board from time to time may determine.
33. Board Meetings may be convened on due notice by the Chair or by the Vice-Chair or by any two (2) Directors at any time acting together.
34. Notice of a Board Meeting will be delivered, mailed, emailed, telefaxed or telephoned to each Director at least two (2) calendar days before the meeting is to take place. However, a Board Meeting may be held at any time without formal notice if all the Directors are present, or if those who are absent have waived notice, or have signified their consent in writing to the meeting being held in their absence. No errors or omissions arising through inadvertence in giving notice for a Board Meeting will invalidate such meeting. Directors may at any time ratify and approve proceedings taken or had thereat.
35. In the event of a vacancy in the office of a Director the remaining Directors may act notwithstanding any vacancy in their body but, if their number is reduced below the number necessary for a quorum, the remaining Directors shall within thirty (30) days following the date that the vacancy occurs appoint a person to serve as Director for the balance of the term of the vacant office. The remaining Directors may also appoint a person to serve as Director for the balance of the term of the vacant office, if their number is not reduced below the number necessary for a quorum.
Chair of Board Meetings
36. The Chair will be entitled to vote at all Board Meetings. In case of an equality of votes the Chair will not have a tie casting vote and the motion being voting on shall fail In the event of the inability or refusal of the Chair to attend or chair a meeting, the Vice-Chair will attend, serve as chair of the meeting, and exercise all powers of the Chair. The Chair may temporarily nominate and delegate a Director to act on their behalf as the chair of any meeting where the Chair is present, and such delegate will possess all rights and privileges of the Chair.
37. In the case of absence of the Chair or, of the vice-Chair, at a Board Meeting, the Directors present may appoint an alternate Director to act as a Chair.
Quorum
38. The quorum for Board Meetings is a majority of the Directors then in office.
Decisions of the Board
39. Decisions of the Board will be decided by Ordinary Resolution provided that notwithstanding the quorum requirement, a decision of the Board, to be valid and binding must receive the approval of at least three (3) individual Directors.
Resolutions in lieu of a Meeting
40. A Resolution in writing, signed by all the Directors entitled to vote thereon is as valid as if it had been passed at a Board Meeting and will be effective from the date specified in the Resolution.
Telephone Participation
41. If all the Directors consent a Director may participate in a Board Meeting by means of such telephone or other communication facilities as permit all persons participating in the meeting to communicate with each other. A Director participating in such a meeting by such means is deemed to be present at the meeting. Any such consent will be effective whether given before or after the meeting to which it relates and may be given with respect to all Board Meetings while a Director holds office.
Frequency of Meetings
42. The Board will meet no less frequently than once every four (4) months.
Discovery of Information
43. Subject to the provisions of the Corporations Act (Ontario) no Member will be entitled to discovery of any information respecting any details or conduct of the affairs of NATOA which in the opinion of the Board, it would be inappropriate in the interests of the Members to communicate. The Board may from time to time determine whether and to what extent and at what time and place and under what conditions the accounts, records and documents of NATOA or any of them will be open to the inspection of the Members, and no Member will have any right of inspecting any account, record or document of NATOA except as conferred by the Act, this By-Law or authorized by the Board.
44. The Directors may by Ordinary Resolution resolve to reimburse Directors for reasonable expenses incurred, or to be incurred, by them in the performance of their duties.
45. Delegations of Members may appear before a duly constituted Board Meeting upon giving at least twenty-four (24) hours prior written notice to the Board of their desire to attend and the subject matter of their proposed presentation. The said notice requirement may be waived by an Ordinary Resolution of the Board.
46. The Board by Ordinary Resolution may permit any person to attend a Board Meeting subject to such conditions as the Board may impose.
47. Duplicate minutes of Board Meetings, except as they relate to such matters as are reasonably considered by the Board as confidential matters, will be made available at the Head office for inspection by Members.
DUTIES OF DIRECTORS
48. The Directors will be responsible for coordination of the work of NATOA and for the passage of and carrying out the policies, directives, rules and regulations of NATOA.
49. The Directors will be responsible for ensuring that all funds, monies and investments of NATOA are accounted for, and for ensuring that minutes of Board Meetings and Membership meetings are taken and maintained.
50. The Directors will have the power to make expenditures for the purpose of furthering the objects of NATOA.
51. The Directors may authorize the payment of all expenses incurred prior to, or subsequent to incorporation in setting up, registering, maintaining and amending NATOA and its? bylaws, policies, directives, rules and regulations and all expenses incidental thereto.
52. The Directors may prescribe such policies, directives, rules and regulations not otherwise inconsistent with the Act and the Bylaws, relating to management and operations which they deem expedient, provided that such policies, directives, rules and regulations will have force and effect only until the next Annual or special Members meeting when they will be confirmed. In default of confirmation at such meeting of Members such policies, directives, rules and regulations will from that time, cease to have force and effect.
53. The Directors may appoint employees to sit as ex-officio, non-voting members of the Board.
54. The Board may from time to time appoint a general manager, Executive Director, Chair, manager or Chief Executive Officer, who may not be one of the Directors of NATOA, and may delegate to him or her full authority to manage and direct the business and affairs of NATOA (except such matters and duties as by law must be transacted or performed by the Board or by the Members) and to employ and discharge agents and employees of NATOA, and may delegate to him any lesser powers. He will conform to all lawful orders and Board decisions given to him by the Board, regarding the affairs of NATOA.
OFFICERS
55. The officers of NATOA will be a Chair, Vice-Chair and Secretary/Treasurer and such other officers as the Board may determine from time to time. Any two offices may be held by the same individual, except the offices of Chair and Vice-Chair.
56. The officers of NATOA will be appointed by the Board by Ordinary Resolution following each Annual Meeting from amongst the Directors, and the Board may, by Ordinary Resolution remove at its pleasure any such officer.
57. The Board may appoint such agents and engage such employees as it will deem necessary or desirable and such agents and employees will have such authority and will perform such duties as will be prescribed by the Board from time to time.
58. The officers of NATOA will hold office until their successors are appointed in their stead.
DUTIES OF INDIVIDUAL OFFICERS
59. Subject to the written direction of the majority of the Board, the Chair will directly, or through an agent or employee of NATOA:
a. plan meeting agendas for the Board Meetings and for Membership meetings;
b. be responsible for calling Board Meetings and meetings of Members;
c. have the responsibility for the general and active management of the affairs of NATOA;
d. prepare and submit to the Members at each Annual Meeting the statement and report of the preceding Fiscal Year for the Members consideration and approval;
e. see that all orders and Resolutions of the Board are carried into effect;
f. preside as Chair at all Board Meetings and Membership meetings;
g. be an ex-officio voting Member of all committees.
60. Subject to the written direction of the majority of the Board the Vice-Chair will:
a. in the absence of or disability of the Chair, perform the duties and exercise the powers of the Chair and will perform such other duties as will from time to time be imposed upon him by the Board;
b. if the office of the Chair falls vacant, be Acting Chair until a new Chair is elected by the Board;
c. render assistance to any Director as directed by the Chair.
61. Subject to the written direction of the majority of the Board the Secretary/ Treasurer will directly, or through an agent or employee of NATOA:
a. answer correspondence and fulfill other secretarial duties as assigned by the Chair;
b. assure that Minutes of all meetings are taken and that they are distributed to the Directors;
c. inform the Members and the Directors of upcoming meetings, keep records of attendance and accept regrets;
d. act as clerk of all Board Meetings and Membership meetings, and record all votes and minutes of all proceedings in the books to be kept for that purpose;
e. give or cause to be given notice of all Board Meetings and Membership meetings;
f. have the accounting books and records of NATOA audited after the end of each Fiscal Year;
g. present, when requested by the Board, a Treasurer?s report at Board Meetings and Membership meetings;
h. have the custody of the funds and securities of NATOA, keep full and accurate accounts of all assets, liabilities, receipts and disbursements of NATOA in the books belonging to NATOA and deposit all monies, securities and other valuable effects in the name and to the credit of NATOA in such chartered bank or trust company, or, in the case of securities, in such registered dealer in securities as may be designated by the Board from time to time;
i. disburse the funds of NATOA as may be directed by the Board taking proper vouchers for such disbursements, and will render to the Chair and Directors at the regular Board Meetings, or whenever they may require it, an accounting of all the transactions and a statement of the financial position of NATOA; and
j. perform such other duties as may from time to time be directed by the Board.
62. In all cases of death, resignation, retirement or removal from office of an officer, all books, papers, vouchers, money and other property of whatever kind in their possession or under their control belonging to NATOA will be delivered to the Board.
63. The duties of all other officers, if any, of NATOA will be such as the terms of their engagement call for, or the Board requires of them from time to time.
Delegation of Duties:
64. In the absence, the disability or the refusal to act of any officer or Director, the Board may delegate the duties of such officer or Director to any Directors until the proper official returns or again performs their duties or their successor is elected.
65. The Officers may exercise all such powers of NATOA that are not by the Act or by the bylaws required to be exercised by the Directors or Members.
EXECUTION OF DOCUMENTS
66. Contracts, documents or any instruments in writing requiring the signature of NATOA will be signed by any two of the Chair, Vice-Chair, Secretary Treasurer, or such other person or persons as determined by the Board in writing from time to time, and all contracts, documents and instruments in writing will be binding upon NATOA without any further authorization or formality. Notwithstanding the preceding, the Directors are empowered from time to time by Ordinary Resolution to:
a. delegate the day to day operations of NATOA to the general manager, manager or Chief Executive Officer; and
b. appoint an officer or officers on behalf of NATOA to sign and seal contracts, documents or instruments on behalf of the Board and NATOA.
INDEMNITIES TO DIRECTORS AND OTHERS
67. Every Director or officer of NATOA or other persons who has undertaken or is about to undertake any liability on behalf of NATOA will from time to time and at all times, be indemnified and saved harmless out of the funds of NATOA, from and against:
a. all costs, charges and expenses whatsoever which such Director, officer or other person sustains or incurs in or about any action, suit or proceedings which is brought, commenced or prosecuted against them, 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 or in respect of any such liability; and
b. all other costs, charges and expenses which they sustain or incur in or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by their own willful neglect or willful default.
BYLAWS AND AMENDMENTS
68. Bylaws of NATOA may be enacted and amended by the Directors in accordance with the Act. Such enactment or amendment shall be effective upon the approval of the Directors, but shall only remain in effect until the next annual general meeting of the Members unless confirmed at the annual meeting.
BOOKS AND RECORDS
69. The Members of NATOA shall at each annual meeting appoint one or more auditors to hold office until the close of the next annual meeting and, if an appointment is not so made, the auditors in office shall continue in office until a successor is appointed. The Board may fill any casual vacancy in the office of auditor. The remuneration of the accountant will be fixed by the Board.
WINDING UP
70. It is the unalterable provision of this By-Law that Members of NATOA will have no interest in the property and assets of NATOA. Upon dissolution or winding up of NATOA, any funds and assets of NATOA remaining after satisfaction of its debts and liabilities, will be distributed to an organization whose objects most closely accord with those of this NATOA as determined by the Members at dissolution.
IN WITNESS WHEREOF we have hereunto set our hands at Blue Mountain in the Province of Ontario, this 9th day of June 2008.
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CHAIR | VICE-CHAIR |
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SECRETARY/TREASURER | DIRECTOR |
