Constitution and by-laws

CANADIAN FORCES LEADERSHIP AND RECRUIT SCHOOL ASSOCIATION

NAME

  1. The name of the organization is Canadian Forces Leadership and Recruit School Association. It may be referred to as CFLRSA for the purpose of the constitution and the by-laws.

OBJECTIVES

  1. The Canadian Forces Leadership and Recruit School Association (CFLRSA) is a non-profit organization whose objectives are to:
  • Bring together current and former Canadian Forces Leadership and Recruit School (CFLRS) staff members,
  • Promote the well-being of its members,
  • Promote CFLRS and its heritage,
  • Promote communications and exchanges of military, social and cultural nature between current and former CFLRS members, as well as with any other domestic or foreign military organization with similar interests or goals,
  • Receive donations, bequests and other similar contributions in cash, securities or real property,
  • Administer such donations, bequests and contributions,
  • Organize fundraising campaigns to raise funds for charitable purposes and for the benefit of other charitable organizations, and
  • Organize and conduct any other activity, as approved by the Board of Directors (Board).

MEMBERS

  1. The CFLRSA has three categories of members: regular, associate and honorary.
  1. With the exception of honorary members, all members are required to pay a non‑refundable membership fee as determined by the Board.
  1. The Board may, by resolution, suspend, terminate or expel for a period it determines, any member who refuses or fails to comply with the provisions of these articles and general by-laws, who no longer meets the criteria for being a member, who acts against the interests of the CFLRSA, or whose conduct is deemed to be prejudicial to the CFLRSA.
  1. Any member of the Canadian Armed Forces (CAF) or Department of National Defence (DND) must avoid situations that pose a real, apparent or perceived conflict of interest between his or her activities within the CFLRSA and his or her duties within the CAF or DND.

Regular member

  1. A regular member may be any person:
  • Who is a military or civilian member of the staff currently serving at CFLRS,
  • Who is a military or civilian member of the staff that served at CFLRS or one of the other schools that were incorporated to CFLRS,
  • Who adheres to the values and objectives of CFLRSA, and
  • Who has paid the membership fees established by the Board.

Associate member

  1. An associate member may be any person:
  • Who adheres to the values and objectives of CFLRSA, but who does not satisfy the criteria used to define the regular member,
  • Who is recommended by two regular members,
  • Whose application is approved by the Board, and
  • Who has paid the membership fees established by the Board.

Honorary member

  1. An honorary member may be any person:
  • Who adheres to the values and objectives of CFLRSA,
  • Whose membership would be beneficial in the pursuit of the CFLRSA’s objectives,
  • Who is recommended by two regular members, and
  • Whose application is accepted by the Board in accordance with the conditions established by the latter.
  1. With the exception of honorary members, any member has the right to participate in all the CFLRSA’s activities, receive a notice of meeting of members, and attend and vote at these meetings.
  1. While honorary members may take part in the CFLRSA’s activities and attend meetings, they are not eligible to vote and cannot be elected to the Board.

MANAGEMENT AND GOVERNANCE

  1. The CFLRSA’s management is overseen by a Board of Directors (Board), whose role is supported by three committees: the Strategic Planning Committee, the Governance Committee and the Audit Committee.
  1. The Board shall appoint a General Manager (GM) who is an ex-officio (non-voting) member of the CFLRSA’s Board.
  1. The calling and conduct of meetings of each committee must be in compliance with the rules established by the respective committee. Unless specific written delegation is received from the Board, a committee cannot vote binding resolutions.
  1. The CFLRSA must be managed in such a way that it is not in competition and shall not enter into conflict with the non-public property of the CFLRS.

Board of Directors

  1. The Board comprises nine directors, including the Commandant and the School Chief Warrant Officer of CFLRS. The other six directors are elected every two years at the Annual General Meeting (AGM) or at a Special General Meeting (SGM), as required. Any regular member or associate member may be elected to the Board. Directors are not compensated for their services. During the course of the year, director positions that become vacant may be filled by the Board with eligible persons on an interim basis. However, these interim appointments must be approved by the CFLRSA’s members as soon as possible at an AGM or SGM. Interim directors shall have all the rights and obligations of the CFLRSA’s directors.
  1. The Board shall meet at least once a year immediately prior to the AGM and thereafter as needed. It must keep a record of the minutes of meetings. The presence of five directors shall constitute the quorum for the Board’s meetings, which shall be presided over by the President, or the Vice-President in the absence of the former. These meetings may be held at any time, as determined by the directors, subject to five days’ prior notice sent electronically.
  1. All decisions on matters discussed by the Board are by majority vote. In case of a tie, the Chair of the meeting shall hold the deciding vote. Following the vote, the Chair of the meeting shall indicate whether a resolution has been adopted, ensuring that the result is recorded in the minutes.
  1. When administrators must vote an electronic resolution, the following procedure applies:
  • Regular deadline for voting: 5 daysli>
  • All directors of the Board must be in carbon copy when respondingli>
  • If there is a quorum after the deadline, the resolution is adopted
  • If there is no quorum, the resolution will be open to debate and the vote will be resumed at the next meeting of the Board
  • In case of emergency, 48 hours may be required for electronic votingli>
  • When a director does not vote, this will be considered an abstentionli>
  1. Any director shall cease to be a member of the Board and relinquish his or her duties if he or she:
  • Submits his or her resignation to the Board, to the President or to the Secretary, or at the AGM,
  • Has missed more than half of the Board’s annual meetings (unless the Board deems there are justifiable reasons),
  • Dies or becomes incapable, or
  • Is removed under the provisions of paragraphs 4, 5 and 6 herein.

Strategic Planning Committee

  1. The Strategic Planning Committee comprises three directors, including the President and Vice-President, as well as the Executive Director of the CFLRSA. This committee is accountable to the Board for planning activities that will help the CFLRSA accomplish its mission.
  1. The presence of three members shall constitute the quorum for meetings of the Strategic Planning Committee. The committee shall meet at least three times a year and keep a record of the minutes of meetings. Committee meetings shall be presided over by the President, or Vice-President in the absence of the former.
  1. All decisions on matters discussed by the Strategic Planning Committee are by majority vote. In case of a tie, the Chair of the meeting shall hold the deciding vote. Following the vote, the Chair of the meeting shall indicate whether a resolution has been adopted, ensuring that the result is recorded in the minutes. The Executive Director cannot vote.

Governance Committee

  1. The Governance Committee comprises three directors, including the Board Secretary who shall preside over the committee meetings. The presence of two directors shall constitute the quorum for the committee’s meetings. The committee is accountable to the Board for developing governance principles and guidelines, finding candidates for director positions, proposing their election or appointment to the Board, periodically reviewing the by-laws, as well as proposing amendments thereof to the Board.

Audit Committee

  1. The Audit Committee comprises three directors, including the Board Treasurer who shall preside over the committee meetings. The presence of three directors shall constitute the quorum for the committee’s meetings. The committee is accountable to the Board for the financial management audit of the CFLRSA’s operations. The committee supervises the CFLRSA’s internal controls and external control activities.

CFLRSA Officers

  1. At the AGMs or SGMs, the list of the CFLRSA’s officers shall be approved by the meeting following the Board’s recommendations.

ANNUAL GENERAL MEETING (AGM) AND SPECIAL GENERAL MEETINGS (SGMs)

  1. The AGM of the CFLRSA shall be held every year at a time and date determined by the Board. The notification of meeting shall be sent to all the members in good standing at least thirty (30) days prior to the meeting. By sending a similar notification to all members, an SGM may be called at any time by the Board. An electronic notification of meeting shall be sent.
  1. The members present at the opening of the meeting (AGM or SGM) shall constitute the quorum.
  1. Each member in good standing is entitled to cast one vote at the meetings. All matters to be voted on at the meeting are decided by means of a simple majority vote (50% + 1). This is expressed by a show of hands, unless a secret ballot is requested by a minimum of three members. In case of a tie, however, the Chair of the meeting shall hold the deciding vote.

AMENDMENTS TO THE CONSTITUTION AND BY-LAWS

  1. The amendments to the constitution and the by-laws may be proposed by any member in good standing, but must be seconded by at least two other regular members in good standing. Amendment proposals must be made in writing to the Board, through the Executive Director, at least sixty (60) days prior to the AGM or SGM.
  1. The Board of the CFLRSA shall post the amendment proposals for a minimum of thirty (30) days prior to the AGM or SGM so that they are available for review by all members. Votes on the proposals will take place during an AGM/SGM according to the established rules.

REMUNERATION

  1. Members of the Board and committees as well as the Executive Director and his or her staff shall not be compensated for their services. The Executive Director and his or her staff shall be eligible for the reimbursement of any actual and reasonable costs incurred by them in the course of their duties with the CFLRSA following prior authorization from one of the following Board members: President, Vice-President or Treasurer.

INDEMNIFICATION

  1. Any director shall be indemnified and saved harmless out of the funds of the CFLRSA all costs, charges and expenses whatever that such director sustains or incurs in or about any action, suit or proceeding that is brought, commenced or prosecuted against him or her, except such costs, charges and expenses as are occasioned by his or her own wilful neglect or default. The insurance coverage is $ 1,000,000 for directors and $ 2,000,000 for general liability.

FINANCIAL EXPENSES

  1. The Executive Director may incur expenses for the purpose identified in and within the limits of the budget approved by the Board.

ANNUAL BUDGET

  1. The financial year shall start on January 1 each year. Four (4) months prior to the end of the financial year, the Executive Director must prepare a budget proposal for the coming year. This proposal must be carried out as part of a three-year plan based on estimated expenses and anticipated revenues for the year. The budget must be presented by the Executive Director to the Audit Committee, which will recommend its review and ratification by the Board before the start of the upcoming financial year.

FINANCIAL AUDIT

  1. The Board must ensure that the financial statements and tax returns of the CFLRSA are completed by an independent entity on an annual basis and that they are submitted to the Board for endorsement at the AGM . Reports should be made available to all Board members.

BANK INSTRUMENTS

  1. All cheques, promissory notes, drafts, bills of exchange or other bank instruments, endorsements or other similar instruments, contracts, deeds and documents requiring the CFLRSA’s signature must be signed by two officers of the CFLRSA.

DISSOLUTION OF THE CFLRSA

  1. The dissolution of the CFLRSA must be approved and adopted by two thirds of the members in good standing present at an SGM called for this purpose.
  1. In the event of dissolution, the property and funds of the CFLRSA shall be distributed to one or more organizations, as determined by the SGM.