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CONSTITUTION OF THE CANADIAN ASSOCIATION OF LAW TEACHERS

1. INTERPRETATION

1.01 DEFINITIONS AND INTERPRETATION
In the absence of an express provision to the contrary or unless the context otherwise requires, in this constitution:

"association" means the Canadian Association of Law Teachers/ L'Association canadienne des professeurs de droit;
"constitution" means this document as amended from time to time;
"executive" means the board of directors;
"officer" means the president, vice-president, secretary, or treasurer of the association;
"simple majority" means fifty percent plus one of the votes cast in a meeting.

2. OBJECTS OF THE ASSOCIATION

2.01 OBJECTS OF THE ASSOCIATION
T he objects of the association are:

	(a) generally to promote the interests of Canadian law teachers;

	(b) to contribute to the development of law teaching, to the improvement of legal education, and to the dissemination of information on and knowledge of our legal systems;

	(c) to contribute to the development and advancement of research in law;

	(d) to encourage meetings and exchanges among law teachers from different faculties or regions or belonging to different specializations and different legal systems;

	(e) to promote law reform and the improvement of the Canadian legal system; and

	(f) such other objects as, in the opinion of the executive or members, may be in the best interests of the association.

3. HEAD OFFICE

3.01 HEAD OFFICE
The head office of the association shall be located at such place as shall to be determined by the executive from time to time.

4. DIRECTORS (THE EXECUTIVE)

4.01 COMPOSITION
T he association shall be managed by a board of directors, to be known as the executive. The executive shall consist of no fewer than seven and no more than eleven directors elected by the members. In addition, the immediate past president of the association shall be a member of the executive ex officio.

4.02 ELIGIBILITY
Only regular members of the association who are in good standing can be or remain directors.

4.03 ELECTION
Directors shall be elected each year by a simple majority vote of members at the annual general meeting. If pursuant to the constitution the outgoing vice-president or treasurer succeeds to the office of president, or the outgoing treasurer succeeds to the office of vice-president, he or she shall be deemed elected as a director..

4.05 RESIGNATION
A director may resign his or her position by sending a letter or resignation to the president or to the secretary.

4.06 REMOVAL.
Any director may be removed from office before the end of his or her term by resolution adopted by simple majority at a special general meeting of members called for that purpose.

4.07 REPLACEMENT.
Any director whose position becomes vacant between annual general meetings may be replaced by simple majority vote of the board of directors. The director appointed as a replacement shall serve for the unexpired term of his or her predecessor.

4.08 REMUNERATION.
Directors shall receive no remuneration in connection with their services as directors. They may be reimbursed for expenses incurred in carrying out their duties.

5. POWERS OF THE EXECUTIVE

5.01 MANAGEMENT.
The executive shall administer all the affairs of the association except for those matters expressly reserved to the members by the constitution.

5.02 POWERS OF DELEGATION.
The executive may delegate to a committee comprising one or more of its members, for such and on such conditions as it may prescribe, any of its powers except those relating to:

	(a) calling meetings of members or of the executive;

	(b) filling vacancies on the executive, or among the officers;

	(c) determining the powers and duties of officers; and

	(d) determining the location of the head office. The executive may revoke such delegation at any time.

6. MEETINGS OF THE EXECUTIVE

6.01 NOTICE
Meetings of the executive may be called by the president and shall be held at such place and time as he or she shall determine. He or she shall call a meeting if requested to do so by any two directors. If he or she fails to act on such a request within fourteen days, two directors may call the meeting themselves. Notice of the meeting must be received by each director at least five clear days before the date set for the meeting, or must be sent to his or her last known address so that it will, in the ordinary course of delivery, be received at that address five clear days before the date set for the meeting.

6.02 ANNUAL MEETING
Unless the incoming president shall determine otherwise, there shall be a meeting of the newly elected executive following the annual general meeting, at a time and place to be determined by the president.

6.03 PLACE
Unless otherwise agreed by the executive, meetings of the executive shall be held at the head office of the association.

6.04 QUORUM
The quorum at meetings of the Executive shall be a majority of directors. The quorum must be present for the whole of the meeting.

6.05 VOTING
Every director, including the chairperson of the meeting, has a vote. Decisions of the executive shall be made by simple majority vote. In case of a tied vote, the chairperson has no casting vote, but may vote if he or she has previously abstained.

6.06 PARTICIPATION BY TELEPHONE.
With the consent of a majority of the executive, a meeting may be held by means of a telephone conference.

6.07 MOTIONS IN WRITING
A motion in writing, signed by all directors eligible to vote thereon at a meeting of the executive shall have the same force and effect as if it had been passed at a meeting duly convened for that purpose.

7. OFFICERS

7.01 OFFICERS
The officers of the association shall be the president, vice-president, treasurer and secretary. The offices of secretary and treasurer may be held by the same person simultaneously.

7.02 SUCCESSION TO OFFICES
The office of president shall be filled each year by the outgoing vice-president, if he or she is willing and eligible to serve, or otherwise by the outgoing treasurer, if he or she is willing and eligible to serve. The office of vice-president shall be filled each year by the outgoing treasurer, if he or she is willing and eligible to serve, unless another candidate is nominated for that office by any three members of the association who notify the executive in writing of the nomination at least five clear days before the annual general meeting. If another candidate is so nominated, the outgoing treasurer may stand as a candidate for the election of directors and officers.

7.03 ELECTION OF OFFICERS
Immediately after the election of directors, the members at the annual general meeting by simple majority shall elect from among the directors those officers whose positions have not been filled, pursuant to the constitution, by an outgoing officer's succeeding to that position.

7.04 TERM OF OFFICE AND VACANCIES
The officers of the association shall remain in office until their successors are elected or appointed. The executive may fill, from among their number, any vacancy in an office that occurs between annual general meetings.

7.05 POWERS AND DUTIES
Subject to the provisions of the constitution, the powers and duties of the officers of the association shall be determined from time to time by the executive.

7.06 PRESIDENT
The president shall be the chief executive officer of the association. Unless unable to do so, he or she shall preside at all meetings of the executive and of members of the association.

7.07 VICE-PRESIDENT
If, on any occasion, the president is unable to act, the vice-president shall exercise the powers and carry out the duties of the president.

7.08 TREASURER
The treasurer shall have general administrative responsibility for the finances of the association.

7.09 SECRETARY
The secretary shall maintain the documents and records of the association.

8. NOMINATIONS

8.01 NOMINATING COMMITTEE
The nominating committee each year shall consist of a chairperson and between two and four other members designated by the executive. The chairperson shall be the immediate past president or, if the past president cannot act as chairperson, the president.

8.02 LIST OF CANDIDATES
The nominating committee shall prepare a list of candidates for the election of directors and officers at the annual general meeting. The list shall reflect, as far as possible, an appropriate distribution of candidates among the universities represented in the association, the provinces and regions of Canada, and the civil and common law systems. The executive shall include the list with the notice of the annual general meeting, along the names of outgoing officers who may, pursuant to the constitution, succeed to the offices of president and vice-president. The notice shall also include the procedures by which additional candidates may be nominated for the election of directors and officers.

8.03 CHANGES IN LIST
The election of directors and officers shall be valid notwithstanding that the list of candidates prepared by the nominating committee, and included with the notice of the annual general meeting, is unavoidably incomplete or subject to changes before the meeting.

8.04 OTHER NOMINATIONS
Except as otherwise provided in the constitution, candidates for election as directors or officers may be nominated by any member of the association in writing to the executive at least five clear days before the annual general meeting, or on the floor of the meeting.

9. MEMBERS

9.01 CATEGORIES
The association shall be composed of regular members, graduate student members, associate members and honorary members. Only regular members shall have voting rights.

9.02 REGULAR MEMBERS
Anyone who is a full or part-time member of a faculty, school or department of law at an institution of higher learning in Canada, and who pays the regular membership fee for the current year, shall be a regular member. A person who has been a regular member may retain or reinstate his or her membership, after leaving the academic position described, by paying the regular membership fee for the current year.

9.03 GRADUATE STUDENT MEMBERS
Anyone who is a full-time or part-time student studying towards an advanced degree in law in a faculty, school or department of law at an institution of higher learning in or outside Canada shall be a graduate student member.

9.04 ASSOCIATE MEMBERS
Anyone who occupies, in an institution of higher learning situated outside Canada, one of the positions required for regular membership, and who pays the associate membership fee for the current year, shall be an associate member. Subject to the approval of the executive, any other person interested in promoting the objects of the association may become an associate member.

9.05 HONORARY MEMBERS
The executive, or the members at a meeting of the members, may confer honorary membership on any person who, in their opinion, deserves such an honor.

9.06 MEMBERSHIP FEES
The annual fees for regular, graduate student and associate membership in the association shall be set by the members at an annual general meeting. The membership fee shall be payable annually within 30 days of receipt of a fee notice authorized by the executive, and in any event before the annual general meeting of the association.

9.07 TERMINATION OF MEMBERSHIP
A general meeting of members may, by a resolution adopted by at least two-thirds of the members present, terminate the membership of a member for a cause that, in the opinion of the meeting, justifies such action.

10. GENERAL MEETINGS OF MEMBERS

10.01 ANNUAL GENERAL MEETING
The annual general meeting of the association shall be held at a place, date and time determined by the executive, and in any event before the expiration of eighteen months from the previous annual general meeting.

10.02 BUSINESS OF THE MEETING
The business of the annual general meeting shall be to:

	(a) receive and adopt the financial statements;

	(b) elect the directors and officers from among the candidates nominated by the nominating committee and by other members;

	(c) deal with such other business as may be properly before the annual general meeting.

10.03 PLEBISCITES
If it considers that a decision of the membership is required between annual general meetings, the executive may conduct a plebiscite by mail among the regular members of the association.

10.04 PLEBISCITE REQUISITIONED BY MEMBERS
Twenty-five or more members may requisition the president to conduct a plebiscite among the regular members on such question or questions as are stated in the requisition, the cost to be borne by the requisitioners. The president shall, in consultation with the executive, conduct the plebiscite within 30 days of receipt of the requisition.

10.05 NOTICE OF MEETING
Notice of a meeting of members shall be given to members having the right to attend, either by sending notice in writing to the address of the member as it appears in the records of the association, or by inserting a notice in the official bulletin of the association sent to members through the normal channels for distribution of the bulletin. Notice shall be sent or inserted in the bulletin so that in the ordinary course of delivery it will be received at least ten clear days prior to the date fixed for the meeting. The notice shall include the procedures for giving notice of motions to be put to the meeting.

10.06 IRREGULARITIES IN NOTICE
A meeting of members shall be deemed to be validly held notwithstanding any irregularity in the notice of meeting, any accidental failure to provide notice to member, or failure of the notice to reach a member.

10.07 CHAIRPERSON OF THE MEETING
The president, or in his or her absence the vice-president, shall preside at meetings of members. In the absence of the president or the vice-president, the members in attendance may choose a chairperson for the meeting from among their number. The chairperson at a meeting of members may vote as a member, but in the event of a tied vote shall not have a casting vote.

10.08 QUORUM
A quorum at a meeting of members shall consist of twenty-five members present at the commencement of such meeting.

10.09 CONTINUATION OF MEETING
If a quorum is not present within thirty minutes of the time set for the meeting, then the meeting may proceed with such members as are present at that time.

10.10 NOTICE OF MOTION
Except as otherwise provided in the constitution, a motion may be put to a meeting of members only if the executive has been notified in writing of the motion at least five clear days before the meeting. The executive shall make every reasonable effort to communicate, as far in advance of the meeting as possible, notice of the motion to all members who may attend the meeting.

10.11 WAIVER OF NOTICE
A motion of which notice has not been given pursuant to the constitution may be put and voted on at the meeting if a majority of the members present so agree.

10.12 VOTING
Any question submitted for a vote at a meeting of members shall be determined by a show of hands, unless a vote by ballot is requested or the chairperson of the meeting deems a vote by ballot desirable. A declaration by the chairperson that a resolution has been passed or rejected is conclusive proof to that effect without its being necessary to state the number or percentage of votes recorded for or against the resolution.

10.13 VOTE BY BALLOT
A vote shall be taken by ballot at the discretion of the chairperson, or if so requested by a majority of the members present. Each ballot shall include the name of the member and the direction in which he or she wishes to cast his or her ballot.

11. SECTIONS

11.01 SECTIONS.
Sections of the association shall be created and dissolved by resolution of the annual general meeting.

11.02 SECTION OFFICERS
Each section shall have a chairperson and such other officers as the executive may prescribe. The officers shall be elected annually by the members of the section, in a manner authorized by the executive. If an election is impracticable, the officers shall be appointed by the executive, after consultation with the members of the section.

12. FINANCIAL YEAR

12.01 THE FINANCIAL YEAR
The financial year of the association shall terminate on August 31st of each calendar year.

13. CONTRACTS AND BANKING

13.01 CONTRACTS.
Unless otherwise decided by the executive, any contract or other document requiring the association's signature may be signed by an officer, if the writing of such document falls within the regular scope of his or her duties. The executive may, in general or specific terms, authorize any other person to sign any document in the name of the association.

13.02 BILLS OF EXCHANGE
Cheques or other negotiable instruments drawn, accepted or endorsed in the name of the association, or any authorization to a financial institution for the transfer of funds to a third party, shall be signed by the president, the vice-president, the treasurer or any other person authorized by the executive.

14. AMENDMENT

14.01 REPEAL OR AMENDMENT
The constitution may be repealed or amended by a two thirds majority vote of the members voting in respect of such repeal or amendment at an annual general meeting, provided that notice of such repeal or amendment has been given in the notice convening the meeting. Any ten or more members may require the executive to include in a notice of an annual general meeting a proposal for the repeal or amendment of the constitution.