Ottawa Branch  by-laws
Approved: October 25, 2016

Table of Contents

PART I – Definitions.
PART II – The Branch.
PART III – Membership.
PART IV – Membership Fees.
PART V – Branch Board.
PART VI – Nominations and Elections.
PART VII – Committees.
PART VIII – Branch Meetings.
PART IX – Financial Administration.
PART X – Amendments to Branch By-laws.
PART XI – Dissolution of the Branch.


BY-LAWS NATIONAL ASSOCIATION OF FEDERAL RETIREES, OTTAWA BRANCH (hereinafter referred to as the “Branch”)
PART I – Definitions

Act” means the Canada Not-for-profit Corporations Act.
“Administrative area of the Branch” means the area located within the geographic area of the City of Ottawa and any other area designated by the Association.
Association” means the National Association of Federal Retirees as continued under the Act.
“National Board” means the Board of Directors of the Association and, for further certainty, does not include the Branch board.
“Branch” means the unincorporated Ottawa Branch of the Association.
“Branch board” means the group of volunteers elected as directors by the members of the Branch to conduct and manage the business of the Branch.
“Directors” means the members of the National Board.
“directors” means the members of the Branch board.
“executive” means the officers of the Branch consisting of the President, two Vice-Presidents, the Secretary and the Treasurer.
“members” means the members in good standing of the Association who are assigned to the Branch.

PART II – The Branch

2.1 The Branch is an entity and agent of the National Association of Federal Retirees (“the Association”), established by the Charter issued by the Board, in 1964
2.2 The Branch is subject to the Association’s National By-laws.
2.3 As an agent of the Association, the Branch provides services to the members and carries out local programs consistent with the purpose, strategic direction and policies of the Association.
2.3.1 Core Functions
The core services of the Branch are:

1.          a) Advocacy, at the local level, in support of national initiatives to:

 i) Advocate measures to protect and promote the pensions, benefits and general welfare of members and potential members;
ii) Oppose measures detrimental to the interests of members and potential members;

b)Information sharing;
c) Membership recruitment and engagement;
d) Member support – Connecting individual members and their families with the information they need to access their pensions and benefits;
e) Volunteer support and development;
f) Financial management – Responsible management of Branch finances and programs.
g) Governance – Sound governance in accordance with applicable laws, by-laws and policies. The Branch shall carry out its operations without financial benefit to its members. Any profit or other financial gain accruing to the Branch shall be used to promote the objectives of the Association.

2.4  Not for profit
The Branch shall carry out its operations without financial benefit to its members. Any profit or other financial gain accruing to the Branch shall be used to promote the objectives of the Association.

PART III – Membership

3.1  Eligibility
A person eligible for membership in the Association is eligible for membership in the Branch.
3.2  Termination
A person’s membership in the Branch terminates automatically upon termination of membership in the Association.
3.3  Allocation
New members who reside within the administrative area of the Branch shall be allocated to the Branch unless they specifically request allocation to another branch.
3.3.1 Members may request re-allocation to another branch at any time.
3.3.2 In the event of the dissolution of the Branch, members shall be re-allocated by the National Board to adjacent branches.
3.4  Code of Conduct
All members shall abide by the Association’s Code of Conduct and, if found to be in contravention of the Code, may be subject to discipline in accordance with the Association’s By-laws and Regulations.

PART IV – Membership Fees

4.1  Membership fees are set by the Association.
4.2  The Branch is responsible for remitting to the Association’s National Office quarterly, the national portion of any membership fees received by the Branch. 

PART V – Branch Board

5.1  Branch directors must be members in good standing of the Association. If membership lapses or is terminated by either the member or the Association, the director immediately ceases to hold office.
5.1.1 Composition
The Branch board shall comprise the executive and five to seven other directors. Any member may stand for election to the Branch board.
5.1.2 Subsequent changes to the number of directors may be made in accordance with the provisions for any other amendment to these By-laws set out in Part X.
5.2  President
The President, as chair, shall call and chair Branch board and Branch General and Special Meetings.
5.2.1 The President shall serve as the chief spokesperson of the Branch and at national Meetings of members.
5.2.2 The President shall have such other duties and powers as the Branch board may specify.
5.3  Vice Presidents
A Vice-President shall assume the duties of President in the event of the President’s absence, disability, or refusal to act. The Vice-Presidents shall have such duties and powers as the Branch board may specify.
5.4  Treasurer
The Branch board shall appoint a director to serve as Treasurer. The Treasurer shall keep the financial accounts of the Branch and shall exercise primary signing authority for expenditures.
5.4.1 At each Branch Annual Meeting, the Treasurer shall submit:

a) a report of the Branch finances for the previous fiscal year, and
b) a budget forecast for the next fiscal period.

5.5  Secretary
The Branch Board shall appoint a director to serve as Secretary who shall be the clerk of the Board, the Secretary shall be responsible for ensuring that the Branch has and maintains a complete set of records and Minutes for all meetings of members, the Board and executive.
5.6  Appointment of officers
The Branch board may appoint directors to serve as officers with duties and responsibilities and may specify and amend the officers’ duties and responsibilities as required, except for officers’ duties and responsibilities as defined in these by-laws, which require member approval to change.
5.6.1 An appointment may be withdrawn and responsibility reassigned to another director at any time by majority vote of the Branch board. Withdrawal of an appointment does not affect the subject director’s status as a member of the Branch board.
5.7  Past President
The Branch board may appoint the Past President to serve as a non-voting advisor for one year. The Past President shall have such other duties and powers as the Branch board may specify.
5.8  Other Duties of Branch Board
The Branch board shall manage and supervise the affairs of the Branch subject to the Act, the Association’s By-laws and national policies of the Association, and these by-laws. The Branch board is, at all times, accountable to the National Board.
5.8.1 The Branch board is responsible for maintaining Branch records including Branch financial and administrative reports and for submitting reports, as required, to the national office of the Association.

PART VI – Nominations and Elections

6.1  Nominations Committee
The Branch board shall, at least 120 days prior to the date of the Branch Annual Meeting, appoint a Chair of the Nominations Committee.
6.1.1 The Chair of the Nominations Committee may select other Branch members to serve on the Committee.
6.1.2 The role of the Nominations Committee is to assist with the nomination and election of eligible Branch members to available positions on the Branch board.
6.1.3 The Nominations Committee shall call for nomination of candidates for available positions and shall present to the Branch Annual Meeting a list of eligible candidates for each available position.
6.2  Nominations from the floor shall not be allowed. All nominations must be received within the nomination period prior to the Branch Annual Meeting. Nominations will close 14 days before the Branch Annual Meeting.
6.3  Election process
       The Chair of the Nominations Committee shall conduct an election for each available position. If the number of candidates is the same or fewer than the positions to be filled, then candidates can be elected by  acclamation. Where there are multiple candidates for a position, there will be a series of votes, with the candidate who receives the lowest number of votes dropping off the ballot after each vote until one candidate receives at least 50% +1 of the votes cast. The vote shall be by show of hands.
6.4  Election and Term of Office
        All members of the Branch board shall be elected at the Branch Annual Meeting for a term of 2 years. The term length will be such that the end of terms of the directors will be staggered. The terms commence at the close of the Branch Annual Meeting at which the directors are elected.
6.5  Maximum terms
       A director may serve on the Branch board for a maximum of 3 full consecutive terms of 2 years, and may stand for re-election to the Branch board after the break of one year.
6.6  Vacancies
6.6.1 In the event any position on the Branch board becomes vacant, the remaining members of the Branch board may fill the position by appointment until the next Branch Annual Meeting, at which time the position shall be filled by election for the balance of the term.
6.6.2 In the event no candidate is presented at the Branch Annual Meeting to fill a vacant position, the Branch board may fill the position by appointment until the next Branch Annual Meeting at which time the position shall be filled by election for the balance of the term Where a Director is appointed to fill the remainder of the term of a position that has become vacant, the partial term shall not be counted in the calculation of consecutive terms.

PART VII – Committees

7.1  The Branch board may establish standing and ad hoc committees as required with such powers as the Branch board shall see fit. Committees shall include at least one director but other members or advisors may be appointed or removed as the Branch board deems appropriate.

PART VIII – Branch Meetings

8.1  Branch Annual Meeting
The Branch shall hold a Branch Annual Meeting to conduct the mandatory business of the Branch.
8.1.1 The Branch board shall determine the date, location, and agenda of the meeting. The date shall be no later than May 10th.
8.1.2 Agenda, Mandatory Business
At every Branch Annual Meeting, the Members assembled shall:

a)  Approve the agenda and a record of proceedings of the last Branch Annual Meeting and any Special Meeting;
b)  Receive a report from the President concerning the activities of the Branch board since the previous meeting, and outlining the plans and priorities for the current and following year;
c)  Receive the reviewed financial records for the previous financial year;
d)  Receive the budget for the current year and the forecast for the next fiscal year;
e)  Approve an auditor for the current financial (calendar) year. The auditor shall NOT be a member of the Branch board.
f)  Consider any proposals for amendment of the Branch by-laws, notice of which was included in the notice for the meeting.
g)  Conduct elections for the Branch board;
h)  Conduct other such business as may be properly brought before the meeting.

8.2  Branch Special Meetings
8.2.1 A Branch Special Meeting must be held upon the written request of twenty five or more Branch Members within 30 days of receipt of the request by the Branch board .
8.2.2 A Branch Special Meeting may deal only with the business listed in the notice of the meeting and any matter that arises directly from that business.
8.2.3 Record of Proceedings
8.3  Branch General Meetings
8.4  Notice of Branch Meetings
8.4.1 For a Branch Annual Meeting, notice shall be given in the period 21 to 60 days prior to the meeting.
8.4.2 For a Branch Special Meeting, notice shall be given at least 14 days prior to the meeting.
8.4.3 For a Branch General Meeting, notice shall be given at least 14 days prior to the meeting.
8.5  Quorum
At any Branch Annual, Special or General meeting, the quorum required to conduct business, is 50 members.
8.6  Branch board Meetings
Meeting of the Branch board shall be at the call of the President or upon the request of one-third of the directors. The minimum notice to be given to directors is seventy-two hours before the time when the meeting is to take place.
8.6.1 The quorum for a meeting of the Branch board or executive is one more than half the total number of directors or officers respectively then in office.
8.6.2 If full minutes of Branch board or executive meetings are not kept, decisions made at such meetings will be fully recorded and those records entered into Branch archives.
8.6.3 A meeting of the Branch board may be conducted by any telephonic, electronic, or other means of communication that permits all directors to communicate adequately with each other. A director participating by such means shall be deemed participating in the meeting.
8.6.4 At meetings of the Branch board and of each Committee every question shall be decided by a majority of the votes cast on the question. The person acting as Chair of the Branch board or Committee shall not be entitled to vote, unless there is an equality of votes.
8.7  Decision-Making
Fundamental proposals
8.7.1 Branch endorsement
Any member may submit for consideration at a National Annual Meeting of Members, a proposal to amend special fundamental parts of the Association’s Articles or By-laws pursuant to the Act.
8.8  Branch Proposals to the Association’s Annual Meeting
In accordance with the Association’s By-Laws, the Branch president may, on behalf of the Branch, submit proposals for consideration at a national Annual Meeting of Members or a Special Meeting of Members. To be submitted on behalf of the Branch, a proposal must receive the support of a majority of the Branch board or a majority (50% + 1) of the votes cast at a Branch Annual or Special Meeting.
8.9  Procedure
Robert’s Rules of Order Newly Revised is the authority on meeting procedure to be followed at Branch meetings, unless the members approve the use of other rules of order.

PART IX – Financial Administration

9.1  Fiscal Year
For financial reporting and audit purposes, the Branch financial year is the calendar year.
9.2  Signing authority
Any two of the President, a Vice-President, the Treasurer, the Secretary and the Managing Director of the Branch office shall have the authority to sign contracts and make payments on behalf of the Branch.

i) Spouses may not both hold signing authority;
ii) two persons in a family, domestic or business relationship may not both hold signing authority
iii) No person shall sign a cheque made out in their own name.
iv) Two signatures are required to authorize a cheque.

9.3  Banking
The banking business of the Branch shall be conducted at such bank, trust company or other firm or corporation carrying on a banking business, designated by the Branch board, in compliance with the national policy. The Treasurer shall have primary responsibility for conducting the banking business of the Branch.
9.4  Spending Authority
The Branch board shall have authority to make expenditures listed in the budget forecast from the Branch Annual Meeting, and otherwise shall have authority to make expenditures as needed up to a set amount as established by the National Board.
9.4.1 An expenditure that was not included in the approved budget forecast requires the approval of a majority (50% + 1) of the votes cast at a Branch Special or General Meeting. An expenditure that exceeds the nationally approved limit requires approval by the Association’s National Office or the National Board.
9.4.2 If approval is sought at a Branch General meeting, notice of the proposal must be given in the notice for the meeting, at least 14 days prior to the meeting.
9.5  Borrowing Authority
The Branch shall not have any authority to borrow money.
9.6  Defence of Benefits Emergency Reserve Fund
The Branch may establish and maintain a reserve fund, known as the Defence of Benefits Reserve Fund, withdrawals from which may be made only to support initiatives to promote or protect significant pension or health benefits.
9.6.1 Maximum Amount The maximum amount to be held in the Defence of Benefits Reserve may be set at a Branch Annual Meeting by a proposal receiving a majority (50%+1) of the votes cast.
9.6.2 The Branch board may authorize the withdrawal from the reserve up to a limit set by a vote at a general meeting. Withdrawals over that limit must be authorized at a Branch Annual, Special or General meeting, by a proposal receiving a majority (50%+1) of the votes cast.
9.7  Remuneration
No member elected to the Branch board or elected or appointed to serve the Branch in any capacity shall receive remuneration for services rendered pursuant to that election or appointment.
9.8  Expenses
Subject to national policy, a member serving the Branch in any capacity shall be reimbursed expenses necessarily and reasonably incurred in the conduct of the affairs of the Branch or Association.

 

PART X – Amendments to Branch By-laws

10.1  A proposal to amend these by-laws requires approval by a majority (50% +1) of the votes cast at a Branch Annual Meeting or Branch Special Meeting.
10.1.1 The text of the proposed amendment must be included in the Notice for the Branch Annual Meeting.
10.2  Interim amendments
Between Branch Annual Meetings, the Branch board may make, amend or repeal any section of the Branch by-laws except those relating to the number or terms of directors.
10.2.1 Such by-law, amendment or repeal shall be effective from the date it is approved by the Branch board until the next Branch Annual Meeting, where it may be confirmed, amended or rejected by a majority (50% + 1) of the votes cast at the meeting.
10.2.2 The by-law, amendment or repeals ceases to have effect if it is not submitted to the members at the next Branch Annual Meeting or if it is rejected by the members at the Branch Annual Meeting or if it is rejected by the National Board.
10.2.3 Review and Approval

The Branch is required to forward their by-laws and any subsequent amendments to the Association national office for review and Board of Association approval.
10.2.4 Precedence
In the event of a discrepancy or disagreement between Branch by-laws and the National By-laws, the provisions of the National By-laws shall govern.
10.3  Regulations and Procedures
The Branch board may establish regulations and procedures supplementary to these by-laws. A new regulation or procedure must be submitted for confirmation at the next Branch Annual Meeting and ceases to have effect if it is not submitted for confirmation or if it is rejected. If the regulation or procedure is confirmed, or confirmed as amended, it remains in effect in the form in which it was confirmed.

PART XI – Dissolution of the Branch

11.1  Approval of a proposal requesting the National Board to dissolve the Branch requires two-thirds of the votes cast at an Annual or Special Branch Meeting. The proposal to dissolve will be indicated on the meeting notice.
11.2  Upon approval of a motion to dissolve the Branch, members shall be reallocated by the National Board to adjacent branches and of the winding up of the branch shall be turned over to the Association and any assets remaining after settlement of the branch’s liabilities shall be transferred to the Association.