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BYLAWS OF THE CANADIAN EVALUATION SOCIETY PURPOSE: GOALS AND OBJECTIVES • To provide tangible assistance to students of program evaluation pursing studies or internships/mentorships for the purpose of improving the theory and practice of program evaluation. • To obtain resources and in-kind contributions including volunteer time to enable the delivery of assistance to students, including those through soliciting, obtaining and accepting gifts, donations, and bequests from all sources. ACTIVITIES, PROJECTS AND PROGRAMS • Assist students by funding scholarships, research, award programs, cooperative educational/mentorship terms, and other programs based on merit and need. • Partner with the Canadian Evaluation Society (CES) and other appropriate agencies to plan projects and forums. • Support and develop related CES educational activities including the annual Student Essay Contest. • Develop a communications and marketing strategy targeted at those who provide education, training and employment to program evaluators. BY-LAW NO.2 Interpretation: (a) “Member” means a person interested in furthering the objects of CESEF. (b) “Director” means a member of the Board of Directors. (c) Member in “good standing” means a member who has committed to membership for a given period, paid dues required and attends meetings regularly. ARTICLES Head Office Fiscal Year 4) CONDITIONS OF MEMBERSHIP. Membership in CESEF shall be available to those persons interested in furthering the objects of CESEF. 5) ANNUAL MEMBERSHIP. Members are those persons who have made an annual payment of dues to CESEF. The annual dues shall be determined from time to time by the Board of Directors and is payable upon admission to membership and thereafter on a yearly basis. Membership shall be held for the fiscal year in which payment is made. Fees are not prorated. 6) RESIGNATION OF MEMBERS. A member may resign at any time upon giving notice of his/her intention to do so to the Secretary of CESEF and such notice shall be effective upon presentation thereof and shall be subject to any procedures specified by the Board of Directors. Membership fees are non-returnable. 7) VOTING AT MEETINGS OF THE MEMBERSHIP. Questions arising at any meeting of the membership shall be decided by a majority of votes. The Chairperson shall not vote except in the case of equality of votes when he/she will cast the deciding vote. 8) VOTING. Each member shall have one vote at any membership meeting held during the period of membership and at the Annual General Meeting immediately following the period of membership. A member may not vote if he/she has been a member for less than 90 (ninety) days or is not in good standing. 9)
MEETINGS OF MEMBERSHIP. b) At least 30 (thirty) days’ written notice shall be given of any membership meeting. c) Fifty (50) percent of the members present shall constitute a quorum at any membership meeting. d) The names of the candidates to be elected as Executive Directors and Officers at the Annual General Meeting shall be submitted together with any other nominations endorsed by not less than 3 (three) Directors of CESEF. e) Special meetings of members may be called by the Board of Directors or upon written request to the Board of Directors by not less than 3 (three) members. Director 11) QUALIFICATION. A Director must be nominated by the Board of Directors. A Director must be a member. 12) ELECTION, APPOINTMENT AND RETIREMENT OF DIRECTORS. Directors shall be elected by the members at an Annual General Meeting or a Special Meeting subject to Clause 20. Directors may be appointed by the Board of Directors. Election of Directors shall not be by ballot unless demanded. Each retiring Director shall be eligible for reelection if otherwise qualified; a retiring Director shall retain office until the dissolution or adjournment of the meeting at which his/her successor is elected. 13) TERM. Each Director shall be elected for a two (2)-year term. No Director shall hold office for more than three (3) consecutive terms. 14) PROTECTION OF DIRECTORS. Each and every Director of CESEF shall assume office on the express understanding, agreement and condition that every Director of CESEF and his/her heirs, executors, administrators, estate and effects respectively shall from time to time and at all times be indemnified and saved harmless out of the funds of CESEF from and against all costs, losses, charges and expenses whatsoever which such Director sustains or incurs in or about any action, suit or proceeding which is brought, commenced or prosecuted against him/her for or in respect to any act, deed, matter or thing whatsoever made, done or permitted by him/her in or about the execution of the duties of his/her office, except costs, losses, or charges or expenses as are occasioned by his/her own willful neglect or default. No Director for the time being of CESEF shall be liable for the acts, receipts, neglects or defaults of any other Director or officer or employee of CESEF or for joining in any receipt or act for conformity or for any loss, damage or expense happening to CESEF through the insufficiency or deficiency of title to any property acquired by order of the Board of Directors for and on behalf of CESEF or for insufficiency or deficiency of any security in or upon which any of the money, or of the belonging to CESEF shall be placed out or invested or for any loss or damage arising from bankruptcy, insolvency or tortuous act of any person, firm or corporation with whom or which any moneys, securities or effects of CESEF shall be lodged or deposited for any other loss, damage, misfortune whatsoever which may happen to CESEF in the execution of the duties of his/her respective office of trust or in relation thereto unless the same shall happen by or through his/her willful neglect or default. 15) INDEMNITIES OF DIRECTORS AND OTHERS. The Directors of CESEF are hereby authorized from time to time to give indemnities to any Director or other person who has undertaken or is about to undertake any liability on behalf of CESEF. Any action from time to time taken by the Board of Directors under the authority of this by-law shall not require approval or confirmation by the members. 16) VACANCIES. Any vacancy occurring in the Board of Directors may be filled for the remainder of the term by the Directors then in office, but only if a quorum of the Board of Directors exists. If there is no quorum, vacancies can only be filled by a Special Meeting of the members. 17) QUORUM OF THE BOARD OF DIRECTORS. Not less than 50 percent of the Directors shall constitute a quorum of the Board of Directors. 18) VOTING AT MEETINGS OF THE BOARD OF DIRECTORS. Questions arising at any meeting of the Board of Directors shall be decided by a majority of votes. The Chairperson shall not vote except in the case of equality of votes when he/she will cast the deciding vote. 19) MEETINGS OF THE BOARD OF DIRECTORS. The Board of Directors shall meet at least once every six (6) months and at such other times and places as the Board of Directors or the Chair may determine. At least ten (10) days’ written notice, via regular mail, facsimile, e-mail or other electronic means shall be given for any meeting of the Directors. 20) REMUNERATION OF DIRECTORS. Directors shall receive no remuneration for acting as such. The Board of Directors may by resolution approve the reimbursement of expenses incurred by Directors in the carrying out of duties in relation to the affairs of CESEF, except that Directors may incur expenses not exceeding $50 per occurrence on behalf of CESEF without prior approval of the board, and may submit their claim for reimbursement without further approval following Federal government current guidelines of process and accountability. 21) CONFLICT OF INTEREST. Where a Director, either on his behalf or while acting for, by, with or through another, has any pecuniary or personal interest, direct or indirect, in any matter, or otherwise has a conflict of interest, as a Director he: a) Shall disclose his interest fully at a meeting of the Directors in the manner prescribed by the Ontario Corporations Act, or any other relevant legislation; b) Shall disclose his interest and the general nature thereof prior to any consideration of the matter in the meeting; c) Shall not take part in the discussion of or vote on any question in respect of the matter; and, d) Shall not in any way, whether before, after
or during the meeting influence the voting on 22) VACATING OF OFFICE BY DIRECTORS AND REMOVAL.
b) Removal. The members, by resolution passed by at least two-thirds of the votes cast thereon at a Special Meeting of the members of which notice specifying the intention to pass such resolution has been given, may remove any Director with or without cause before the expiration of his/her term of office and may elect by a majority of the votes at that meeting a new Director in his/her stead for the remainder of his/her term. Honourary Directors Officers (a) Appointment. In consultation with the Nominating Committee, officers are appointed by the Directors at the Annual General Meeting. (b) Removal. The Directors, by resolution passed by at least two-thirds of the votes cast thereon at a Special Meeting of the Directors of which notice specifying the intention to pass such resolution has been given, may remove any Officer with or without case before the expiration of his/her term of office and may elect by a majority of the votes at that meeting a new Officer in his/her stead for the remainder of his/her term. 25) TERM. Each Executive Officer shall be elected for a two (2)-year term. No Executive Officer shall hold the same office for more than two (2) consecutive terms. 26) DUTIES MAY BE DELEGATED. In case of the absence of any officer or his/her inability to act, or for any other reason which the Board of Directors may deem sufficient, the Board of Directors may by resolution delegate the powers and duties of such officer to any other officer or Director for the time being. 27) CHAIR. The Chair is charged with the supervision of the affairs of CESEF and carrying out of its goals and objectives. He/she shall ensure that the Executive Committee carries out tasks assigned to it under the authority of the Board of Directors. The Chair is an ex-officio member of all committees except the Nominating Committee. 28) VICE-CHAIR. The Vice-Chair acts as Chair of the Board of Directors and the Executive Committee in the absence of the Chair. The Vice-Chair is considered to be the Chair-elect. 29) TREASURER. The Treasurer is responsible for effective control of all expenditures in accordance with the approved budget. He/she shall render to the Chair and Board of Directors at the regular meetings of the board, or whenever they may require it, an account of all his/her transactions as Treasurer and of the financial position of CESEF. He/she shall also perform other duties as may from time to time be determined by the Board of Directors. 30) SECRETARY. The Secretary provides support to the Board of Directors and the Executive Committee by forwarding the agenda of each meeting and recording its minutes, and by supplying additional correspondence as required. The Secretary is the custodian of CESEF's bylaws and minute books. The Secretary maintains the registry of members and ensures all members and Directors remain “in good standing.” The Secretary has custody of the Corporate Seal. 31) CHAIRPERSON. The Chairperson shall preside over all meetings of the Board of Directors and the Executive Committee. He/she ensures that all rules of order are followed and has no vote except in the case of equality of votes when he/she will cast the deciding vote. Committees b) During the intervals between meetings of the Board of Directors the Executive Committee shall possess and may exercise all the powers of the Board of Directors in the management and direction of the affairs of CESEF in such manner as the Executive Committee shall deem best for the interests of CESEF in all cases in which specific directions shall not have been given by the Board of Directors, provided those decisions fall within the Board of Director’s approved budget and program activities. It shall report and present its activities for ratification at every meeting of the Board of Directors. c) The Executive Committee shall have power to authorize expenditures on behalf of CESEF from time to time and may delegate this authority. d) A quorum of the Executive Committee shall consist of the Chair and two other Directors from the Executive Committee. Subject to any specific direction from the Board of Directors, the Executive Committee may fix its own rules of procedure. The Chair shall determine the time and place of executive meetings. 33) NOMINATING COMMITTEE b) The Nominating Committee Chairperson must be a Director, but not the Chair of the Board of Directors. 34) OTHER COMMITTEES. Such standing or special committees as may be required to assist and advise the Board of Directors through the approval of their terms of reference by the Board of Directors and may include others who are not Directors. 35) The Chair of all committees must be a Director “in good standing” of CESEF. Documents Structure of CESEF Reports 39) BOOKS OF ACCOUNT. The Treasurer shall cause to be kept a proper record of all moneys received for CESEF from all sources, and keep proper vouchers indicating the amount and nature of all expenditures. 40) AUDIT OF ACCOUNTS. At each Annual General Meeting, the members shall appoint an Auditor to audit the accounts and annual financial statements for report at the next Annual General Meeting or at such other times as are deemed necessary by the Directors. The Auditor may not be a Director, Officer or employee of CESEF or an affiliated agency or associated with that Director, Officer or employee unless all of the members consent. 41) FINANCIAL REPORT. A financial report shall be made to the Board of Directors and the members by the Treasurer at the Annual General Meeting. The financial report shall include the auditor's statement, if available. 42) ANNUAL REPORT. The Chair shall present an annual report to the Board of Directors and to the members, reviewing the year ended and making such forecast for the coming year as may be reasonable. Amendment of Constitution and By-Laws This bylaw effective this 26th day of October, 2005.
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