Constitution and By Laws
of the Bergamasco Shepherd Association of Canada (BSAC)
In conformity of the Canada Not-For-Profit Corportations Act, 2009
The name of the association shall be: Bergamasco Shepherd Association of Canada.
The area of the operation of the Association shall include all of Canada, its ten (10) provinces and three (3) territories.
The objectives of the Association shall be:
• To promote and protect the Bergamasco Shepherd also known as the Bergamasco Sheepdog, Pastore Bergamasco, Alpine Sheepdog, Bergamese Shepherd, Cane Da Pastore Bergamasco;
• To urge members and breeders to accept the standard of the breed of the country of origin as approved by the Canadian Kennel Association;
• To promote knowledge and understanding of the Bergamasco breed;
• To set and maintain high standards of ethical behaviour and to work diligently to support health testing, research and genetic diversity;
• To encourage all members to be responsible owners, promoting the welfare of the breed and a willingness to share information honestly;
• When possible, to aid any Bergamasco in Canada in need of a home;
• To periodically publish a newsletter.
The Association shall not be operated for profit and no part of any profits shall benefit any member or individual.
The members of the Association shall adopt by-laws and may from time to time revise such as may be required to carry out these objectives.
A By-law relating generally to the conduct of the affairs of
Bergamasco Shepherd Association of Canada
BE IT ENACTED as a by-law of the Association as follows:
In this by-law and all other by-laws of the Association, unless the context otherwise requires:
"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;
"articles" means the original or restated articles of incorporation or articles of amendment, amalgamation, continuance, reorganization, arrangement or revival of the Association;
"board" means the board of directors of the Association and "director" means a member of the board;
"by-laws" means this by-law and any other by-laws of the Association as amended and which are, from time to time, in force and effect;
"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;
"ordinary resolution" means a resolution passed by a majority of not less than 50% plus 1 of the votes cast on that resolution;
"proposal" means a proposal submitted by a member of the Association that meets the requirements of section 163 (Member Proposals) of the Act;
"regulations" means the regulations made under the Act, as amended, restated or in effect from time to time; and
"special resolution" means a resolution passed by a majority of not less than two-thirds (2/3) of the votes cast on that resolution.
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 above, words and expressions defined in the Act have the same meanings when used in these by-laws
3. Corporate Seal
The Association 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 Association shall be the custodian of the corporate seal.
4. Execution of Documents
Deeds, transfers, assignments, contracts, obligations and other instruments in writing requiring execution by the Association may be signed by any two (2) of its officers or directors. In addition, the board may from time to time direct the manner in which 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 Association to be a true copy thereof.
5. Financial Year End
The financial year end of the Association shall be December 31 of each year, starting December 31, 2019.
6. Banking Arrangements
The banking business of the Association shall be transacted at such bank, trust company or other firm or Association carrying on a banking business in Canada or elsewhere as the board of directors may designate, appoint or authorize from time to time by resolution. The banking business or any part of it shall be transacted by an officer or officers of the Association and/or other persons as the board of directors may by resolution from time to time designate, direct or authorize.
7. Annual Financial Statements
The Association may, instead of sending copies of the annual financial statements and other documents referred to in subsection 172(1) (Annual Financial Statements) of the Act to the members, publish a notice to its members stating that the annual financial statements and documents provided in subsection 172(1) are available at the registered office of the Association and any member may, on request, obtain a copy free of charge at the registered office or by prepaid mail.
8. Membership Conditions
Subject to the articles, there shall be two classes of members in the Association, namely, Class A (voting) and Class B (non-voting). The board of directors of the Association may, by resolution, approve the admission of the members of the Association. Members may also be admitted in such other manner as may be prescribed by the board by resolution.
8.1 Class A Individual (voting)
a) Class A Individual voting membership shall be available only to individuals who are Canadian residents,18 years or older, who undertake to support the objectives of the Association and who have applied and have been accepted for Class A Individual voting membership in the Association;
b) The term of membership of a Class A Individual voting member shall be annual, subject to renewal in accordance with the policies of the Association;
c) As set out in the articles, each Individual voting member is entitled to receive notice of, attend and vote at general meetings of members, Association elections, referenda and each such Class A Individual voting member shall be entitled to one (1) vote at such meetings.
8.2 Class A Household (voting)
a) Class A Household voting membership shall be available to two or more individuals who are Canadians residents, residing at the same domicile and who have applied and have been accepted for Class A Household voting membership in the Association;
b) The term of membership of a Class A Household voting member shall be annual, subject to renewal in accordance with the policies of the Association;
c) Subject to the Act and the articles, a Class A Household voting member shall be entitled to receive notice of, attend or vote at general meetings of members, Association elections, referenda and each such Class A Household voting member shall be entitled to a maximum of (2) votes at such meetings.
8.3 Class B Associate (non-voting)
a) Class B Associate non-voting membership shall be available only to individuals, or family as a whole, who do not hold residence in Canada, who are interested in the Bergamasco breed, who undertake to support the objectives of the Association and who have applied and have been accepted for Class B Associate non-voting membership in the Association;
b) The term of membership of Class B Associate non-voting member shall be annual, subject to renewal in accordance with the policies of the Association;
c) Subject to the Act and the articles, non-voting member shall not be entitled to receive notice of, attend or vote at meetings of the members of the Association.
Any person who has been suspended, banned or expelled from or whose membership has been terminated from the Canadian Kennel Club, the American Kennel Club or any other national registering body for dogs shall not be granted membership to this Association.
Pursuant to subsection 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendments to this section of the by-laws if those amendments affect membership rights and/or conditions described in paragraphs 197(1)(e), (h), (l) or (m).
9. Membership Dues
Membership dues shall be payable by the 1st day of each year. During the month of November, the Secretary shall notify each member in writing that the dues for the ensuing year are payable. Fees shall be set by the Board as needed. The dues paid by first time applicants for membership between September 1st and December 31st of each year shall cover the remaining portion of the current fiscal year, and carry over to cover the new member's dues for the next following fiscal year. If dues 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 Association.
10. Annual Fees
Fees are payable upon submission of an application for membership and thereafter on or before the 1st of January of each year. The fees shall be in CAD:
(a) Ordinary single membership - $25.00 per year;
(b) Joint ordinary membership - $35.00 per year;
(c) Associate membership - $15.00 per year.
11. Transferring Membership
A membership may only be transferred to the Association. Pursuant to Section 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendment to add, change or delete this section of the by-laws.
12. Notice of Members Meeting
Notice of the time and place of a meeting of members shall be given to each member entitled to vote at the meeting 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. If a member requests that the notice be given by non-electronic means, the notice will be sent by mail, courier or personal delivery.
Pursuant to subsection 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendment to the by-laws of the Association to change the manner of giving notice to members entitled to vote at a meeting of members.
13. Members Calling a Members Meeting
The board of directors shall call a special meeting of members in accordance with Section 167 of the Act, on written requisition of members carrying not less than 5% of the voting rights. If the directors do not call a meeting within twenty-one (21) days of receiving the requisition, any member who signed the requisition may call the meeting.
14. Absentee Voting at Members Meeting
Pursuant to section 171(1) (Absentee Voting) of the Act, a member entitled to vote at a meeting of members may vote by mailed-in ballot if the Association has a system that:
a) enables the votes to be gathered in a manner that permits their subsequent verification; and
b) permits the tallied votes to be presented to the Association without it being possible for the Association to identify how each member voted.
Pursuant to subsection 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendment to the by-laws of the Association to change this method of voting by members not in attendance at a meeting of members.
15. Termination of Membership
A membership in the Association is terminated when:
(a) A member may withdraw by submitting his resignation in writing to the Secretary;
(b) The member dies;
(c) The member’s term of membership expires;
(d) A member may be expelled for due cause or their membership is otherwise terminated in accordance with the articles or by-laws;
(i) Such member shall be notified by registered mail of all complaints which have been lodged against him/her;
(ii) The Executive Committee shall arrange a hearing to be held not less than 30 (thirty)days after the postmark of such notification;
16. Effect of Termination of Membership
Subject to the articles, upon any termination of membership, the rights of the member, including any rights in the property of the Association, automatically cease to exist.
17. Discipline of Members
The board shall have authority to suspend or expel any member from the Association for any one or more of the following grounds:
a) violating any provision of the articles, by-laws, or written policies of the Association;
b) carrying out any conduct which may be detrimental to the Association as determined by the board in its sole discretion;
c) for any other reason that the board in its sole and absolute discretion considers to be reasonable, having regard to the purpose of the Association.
In the event that the board determines that a member should be expelled or suspended from membership in the Association, the president, or such other officer as may be designated by the board, shall provide twenty (20) days notice of suspension or expulsion to the member and shall provide reasons for the proposed suspension or expulsion. The member may make written submissions to the president, or such other officer as may be designated by the board, 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, or such other officer as may be designated by the board, may proceed to notify the member that the member is suspended or expelled from membership in the Association. 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.
18. Proposals Nominating Directors at Annual Members Meeting
Subject to the Regulations under the Act, any proposal may include nominations for the election of directors if the proposal is signed by not less than 5% of members entitled to vote at the meeting at which the proposal is to be presented.
19. Cost of Publishing Proposals for Annual Members Meeting
The member who submitted the proposal shall pay the cost of including the proposal and any statement in the notice of meeting at which the proposal is to be presented unless otherwise provided by ordinary resolution of the members present at the meeting.
a) Meetings shall be held at the discretion of the Executive with the provision that an Annual General Meeting shall be held no later than Dec. 30th of each year;
b) Five ordinary members shall constitute a quorum;
c) Motions may be presented by a simple majority.
21. Place of Members Meeting
Subject to compliance with section 159 (Place of Members' Meetings) of the Act, meetings of the members may be held at any place within Canada determined by the board or, if all of the members entitled to vote at such meeting so agree, outside Canada.
22. Persons Entitles to be Present at Members Meetings
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 Association and such other persons who are entitled or required under any provision of the Act, articles or by-laws of the Association to be present at the meeting. However, only Class A members shall be entitled to vote at the meeting. Any other person may be admitted only on the invitation of the president of the meeting or by resolution of the members. Non-voting members, or guests may be requested to leave the meeting temporarily to allow the voting membership to discuss and vote in-camera session.
23. Chair of Members Meetings
In the event that the president and the vice-president are absent, the members who are present and entitled to vote at the meeting shall choose one of their number to chair the meeting.
24. Quorum at Members Meetings
A quorum at any meeting of the members (unless a greater number of members are required to be present by the Act) shall be a majority 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.
25. Voting at Members Meetings
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 casting vote.
26. Participation by Electronic Means at Members Meetings
If the Association chooses to make available a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during a meeting of members, any person entitled to attend such meeting may participate in the meeting by means of such telephonic, electronic or other communication facility in the manner provided by the Act. A person participating in a meeting by such means is deemed to be present at the meeting. Notwithstanding any other provision of this by-law, any person participating in a meeting of members pursuant to this section who is entitled to vote at that meeting may vote, in accordance with the Act, by means of any telephonic, electronic or other communication facility that the Association has made available for that purpose.
27. Members Meeting Held Entirely by Electronic Means
Meetings of members may be held entirely by telephonic, an electronic or other communication facility.
28. Number of Directors
The board shall consist of a minimum of five(5) directors.
29. Term of Office of Directors
The directors shall be elected to hold office for a two (2) year term expiring no later than the close of the second annual meeting of members following the election.
30. Calling of Meetings of Board of Directors
Meetings of the board may be called by the president, the vice-president or any two (2) directors at any time; provided that for the first organization meeting following incorporation, such meeting may be called by any director or incorporator.
31. Notice of Meeting of Board of Directors
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 not less than 15 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, and none objects to the holding of the meeting, 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
32. Regular Meetings of the Board of Directors
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.
33. Voting at Meetings of the Board of Directors
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 casting vote.
34. Committees of the Board of Directors
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.
35. Appointment of Officers
a) The Executive shall be elected from and by the ordinary membership for a two year term. (Odd-numbered years shall be election years);
b) Nominations are to be mailed to the Secretary by October 30th of the election year. Ballots shall be mailed to paid up ordinary members by November 15th. Ballots must be marked and returned by members by December 15th;
c) Any ordinary member may stand for a position on the Executive;
d) No person shall be nominated for any elected office or position on a committee unless his or her consent is first obtained.
e) No member shall vote whose membership fees are no up to date for that year.
a) The officers of the Association shall be President, Vice-President, Secretary, Treasurer. The duties of the Secretary and Treasurer may be combined into one office;
b) The Executive of the Association shall consist of the above officers together with the immediate Past President.
c) The Executive may appoint, as its representative, a Consultant in each Area of the country where there is no member of the Executive. For this purpose, "Areas" of the country shall be defined as follows:
i. West Coast - British Columbia and the Yukon;
ii. Prairie - Alberta, Saskatchewan and NWT;
iii. Central - Manitoba, Ontario (west of Sault Ste Marie) and Nunavut;
iv. Southern Ontario - Quebec - and the Maritimes.
d) Remunerations - The Association may pay to any member of the Association such expenses or honoraria as may be directed by the Association at a General Meeting.
37. Executive of the Association
Unless otherwise specified by the board (which may, subject to the Act modify, restrict or supplement such duties and powers), the offices of the Association, if designated and if officers are appointed, shall have the following duties and powers associated with their positions:
a) President – The president, if one is to be appointed, shall be a director. The president, if any, shall, when present, preside at all meetings of the board of directors and of the members. The president shall be the Chief Executive exercising general supervision over the interests and welfare of the Association and have such other duties and powers as the board may specify.
b) Vice-President – The vice-president of the board, if one is to be appointed, shall be a director. If the president is absent or is unable or refuses to act, the vice-president of the board, if any, shall, when present, preside at all meetings of the board of directors and of the members. The vice-president shall have such other duties and powers as the board may specify.
c) Secretary – If appointed, the secretary shall be the custodian of the Seal of the Association. The secretary shall attend and take the minutes of all meetings of the board, members and committees of the board. The secretary shall enter or cause to be entered in the Association'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 correspondence, books, papers, records, documents and other instruments belonging to the Association. Secretary shall arrange place of meetings and advise the Canadian Kennel Club.
d) Treasurer – If appointed, the treasurer shall keep all financial accounts of the Association. The treasurer shall collect all dues and revenues of the Association and deposit all the monies belonging to the Association in a chartered bank or trust company to be selected by the Association. Only such legal debts incurred by the Association are to be paid. In October, the treasurer shall send each member a statement of his/her dues for the ensuing year. The Treasurer shall also have such powers and duties as the board may specify.
e) Immediate Past President - appointed by default after their term as President.
38. Eligibility of Officers
Officers may be Class A (voting) members in good standing.
39. Officer Vacancies
In the absence of a written agreement to the contrary, the board may remove, whether for cause or without cause, any officer of the Association. Unless so removed, an officer shall hold office until the earlier of:
a) the officer's successor being appointed,
b) the officer's resignation,
c) such officer ceasing to be a director (if a necessary qualification of appointment) or
d) such officer's death.
If the office of any officer of the Association shall be or become vacant, the directors may, by resolution, appoint a person to fill such vacancy.
40. Method of Giving Notice
Any notice (which term includes any communication or document), other than notice of a meeting of members or a meeting of the board of directors, to be given (which term includes sent, delivered or served) 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:
a) 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 Association or in the case of notice to a director to the latest address as shown in the last notice that was sent by the Association in accordance with section 128 (Notice of directors) or 134 (Notice of change of directors);
b) if mailed to such person at such person's recorded address by prepaid ordinary or air mail;
c) if sent to such person by telephonic, electronic or other communication facility at such person's recorded address for that purpose; or
d) 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 Association to any notice or other document to be given by the Association may be written, stamped, type-written or printed or partly written, stamped, type-written or printed.
41. Invalidity of Provisions of this By-Law
The invalidity or unenforceability of any provision of these By-laws shall not affect the validity or enforceability of the remaining provisions.
42. 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 Association 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.
43. Mediation and Arbitration
Disputes or controversies among members, directors, officers, committee members, or volunteers of the Association are as much as possible to be resolved in accordance with mediation and/or arbitration as provided in the section on dispute resolution mechanism of this by-law.
44. Dispute Resolution Mechanism
In the event that a dispute or controversy among members, directors, officers, committee members or volunteers of the Association arising out of or related to the articles or by-laws, or out of any aspect of the operations of the Association is not resolved in private meetings between the parties then without prejudice to or in any other way derogating from the rights of the members, directors, officers, committee members, employees or volunteers of the Association as set out in the articles, by-laws or the Act, and as an alternative to such person instituting a law suit or legal action, such dispute or controversy shall be settled by a process of dispute resolution as follows:
a) The dispute or controversy shall first be submitted to a panel of mediators whereby the one party appoints one mediator, the other party (or if applicable the board of the Association) appoints one mediator, and the two mediators so appointed jointly appoint a third mediator. The three mediators will then meet with the parties in question in an attempt to mediate a resolution between the parties.
b) The number of mediators may be reduced from three to one or two upon agreement of the parties.
c) If the parties are not successful in resolving the dispute through mediation, then the parties agree that the dispute shall be settled by arbitration before a single arbitrator, who shall not be any one of the mediators referred to above, in accordance with the provincial or territorial legislation governing domestic arbitrations in force in the province or territory where the registered office of the Association is situated or as otherwise agreed upon by the parties to the dispute. The parties agree that all proceedings relating to arbitration shall be kept confidential and there shall be no disclosure of any kind. The decision of the arbitrator shall be final and binding and shall not be subject to appeal on a question of fact, law or mixed fact and law.
All costs of the mediators appointed in accordance with this section shall be borne equally by the parties to the dispute or the controversy. All costs of the arbitrators appointed in accordance with this section shall be borne by such parties as may be determined by the arbitrators.
45. Dissolution of the Association
a) Dissolution shall require a two-thirds vote of the entire ordinary membership;
b) Any money remaining to the Association shall be donated to the Ontario Veterinary College for canine research..
46. By-Law and Effective Date
Subject to the articles, the board of directors may, by resolution, make, amend or repeal any by-laws that regulate the activities or affairs of the Association. A Class A or Class B member may propose amendments if submitted in writing to the secretary of the Association together with the signatures of five (5) Class A or Class B voting member who are sponsoring the amendment. Any such by-law, amendment or repeal shall be effective from the date of the resolution of directors until the next meeting of members where it may be confirmed, rejected or amended by the members by ordinary resolution. If the by-law, amendment or repeal is confirmed or confirmed as amended by the members it remains effective in the form in which it was confirmed. The by-law, amendment or repeal ceases to have effect if it is not submitted to the members at the next meeting of members or if it is rejected by the members at the meeting.
This section does not apply to a by-law that requires a special resolution of the members according to subsection 197(1) (fundamental change) of the Act because such by-law amendments or repeals are only effective when confirmed by members.
CERTIFIED to be By-Laws No.1 of the Association, as enacted by the directors of the Association by resolution on the 6th day of November 2018 and confirmed by the members of the Association by special resolution on the 6th day of November 2018.