ARTICLE 1 - PREAMBLE
1.1 The Society
The name of the society is the Canadian Association of Professional Access and Privacy Administrators, which may also be known or referred to as CAPAPA or the Society.

1.2 The Bylaws
They following articles set forth the Bylaws of The Canadian Association of Professional Access and Privacy Administrators.

ARTICLE 2 - DEFINING AND INTERPRETING THE BYLAWS

2.1 Definitions

In these Bylaws, the following words have these meanings:

2.1.1 Act means the Societies Act R.S.A. 1980, Chapter S-18 as amended, or any statute substituted for it.

2.1.2 Annual General Meeting means the annual general meeting descried in Article 5.1.

2.1.3 Executive means the Executive of Directors of this Society.

2.1.4 Bylaws means the Bylaws of this Society as amended.

2.1.5 Director means any person elected or appointed to the Executive. This includes the President and the immediate Past President.

2.1.6 General Meeting means the Annual General Meeting and a Special general Meeting.

2.1.7 Member means a Member of the Society.

2.1.8 Officer means any Officer listed in Article 6.2.

2.1.9 Registered Office means the registered office for the Society.

2.1.10 Register of Members means the register maintained by the Executive of Directors containing the names of the Members of the Society.

2.1.11 Society means The Canadian Association of Professional Access and Privacy Administrators.

2.1.12 Special Meeting means the special general meeting described in Article 5.2.

2.1.13 Special Resolution means:

(a) a resolution passed at a General Meeting of the membership of this Society. There must be twenty-one days notice for this meeting. The notice must state the proposed resolution. There must be approval by a vote of 75% of the voting Members who vote in person;
(b) a resolution proposed and passed as a Special Resolution at a General Meeting with less than twenty-one (21) days' notice. All the Voting Members eligible to attend and vote at the General Meeting must agree; or
(c) a resolution agreed to in writing by all the Voting Members who are eligible to vote on the resolution in person at a General Meeting.

2.2 Interpretation

The following rules of interpretation must be applied in interpreting these Bylaws.

2.2.1 Singular and Plural: words indicating the singular number also include the plural, and vice-versa.

2.2.2 Corporation: words indicating persons also include corporations.

2.2.3 Headings are for convenience only. They do not affect the interpretation of these Bylaws.

2.2.4 Liberal Interpretation: these Bylaws must be interpreted broadly and generously.

ARTICLE 3 - OBJECTS OF THE SOCIETY

MISSION STATEMENT:

To advocate the ongoing professional development, education, and expertise of access and privacy administrators and persons interested in the field of information access and privacy protection in Canada.

3.1 The objects of the Society are:

3.1.1 To support the development of standards and best practices to establish benchmarks of excellence in the field of information access and protection of privacy.

3.1.2 To communicate educational material and awareness initiatives to assist individuals improve their knowledge of the field of information access and protection of privacy.

3.1.3 To provide a forum for discussion and debate of past and cutting-edge issues in the field of information access and protection of privacy.

3.1.4 To offer members the opportunity to enhance career opportunities by networking with other colleagues and professionals in the field.

ARTICLE 4 - MEMBERSHIP

4.1 Membership is open to all individuals who either work as an Information Access and Privacy Protection professionals or who are interested in this field. In order to become a member, the individual must be at least 18, a resident of Canada, and has paid an annual membership fee.

4.1.1 The individual's membership will be renewed annually upon receipt of the membership fee. The membership fee shall be determined, from time to time, by the members at a general meeting.

4.1.2 Any member upon a majority vote of all the members of the society, in good standing, may be expelled from membership for any cause, which the society may deem reasonable.

4.1.3 Any member wishing to withdraw from membership may do so upon a notice in writing to the Executive through its Secretary. Any member in arrears for fees or assessments, for any year, shall be automatically suspended at the expiration of six months from the end of that year and will not be entitled to membership privileges or powers in the society until reinstated.

4.6 Termination of Membership

4.6.1 Resignation

4.6.1.1 Any member may resign from the Society by sending or delivering a written notice to the Secretary of President of the Society.

4.6.1.2 Once the notice is received, the Member's name is removed from the Register of Members effective the date of receipt.

4.6.2 Death

The membership of a Member is ended upon his/her death.

4.6.3 Deemed Withdrawal

If a Member has not paid the annual membership fees within three (3) months following the date the fees are due, the Member is considered to have submitted his resignation. The member is removed from the Register of Members and considered to have ceased being a Member on the removal date.

4.6.4 Expulsion

The Society may, by Special Resolution at a Special General Meeting called for such a purpose, expel any Member for any cause which is deemed sufficient in the interests of the Society.

ARTICLE 5 - MEETINGS OF THE SOCIETY

5.1 The Annual General Meeting

5.1.1 The Society holds its Annual General Meeting no later than June 30 of each calendar year, in Edmonton, Alberta. The Executive sets the place, day, and time of the meeting.

5.1.2 The Secretary mails or delivers a notice to each Member at least twenty-one (21) days before the Annual General Meeting. This notice states the place, date, and time of the Annual General Meeting, and any business requiring a Special Resolution.

5.1.3 Agenda for the Meeting

The Annual General Meeting deals with the following matters:

(a) adopting the agenda;
(b) adopting the minutes of the last Annual General Meeting;
(c) considering the President's report;
(d) reviewing the financial statements setting out the Society's income, disbursements, assets, and liabilities and the auditor's report;
(e) appointing the auditors;
(f) electing the president;
(g) electing the Members of the Executive;
(h) considering matters specified in the meeting notice.

5.1.4 Quorum

Attendance by 20% of the Members at the Annual General Meeting is a quorum.

5.2 Special General Meeting of the Society

5.2.1 A Special General Meeting may be called at any time:

(a) by a resolution of the Executive of Directors to that effect; or
(b) on the written request of at least four (4) Directors. The request must state the reason for the Special General Meeting and the motion(s) intended to be submitted at this meeting; or
(c) on the written request of at least one-third (1/3) of the Voting Members. The request must state the reason for the Special General Meeting and the motion(s) intended to be submitted at such a meeting.

5.2.2 Notice
The Secretary mails or delivers a notice to each member at least twenty-one (21) days before the Special General Meeting. This notice states the place, date, time, and purpose of the meeting.

5.2.3 Agenda for Special General Meeting
Only the matter(s) set out in the notice for the Special General Meeting are considered at the meeting.

5.2.4 Procedure at the Special General Meeting
Any Special General Meeting has the same method of voting and the same quorum requirements as the Annual General Meeting.

5.3 Proceedings at the Annual or a Special General Meeting.

5.3.1 Attendance by the Public

General Meetings of the Society are open to the public. A majority of the Members present may ask any persons who are not Members to leave.

5.3.2 Failure to Reach Quorum

The President cancels the General Meeting if a quorum is not present within one-half (1/2) hour after the set time. If cancelled, the meeting is rescheduled for one (1) week later at the same time and place. If a quorum is not present within one-half (1/2) hour after the set time of the second meeting, the meeting will proceed with the Members in attendance.

5.3.3 Presiding Officer

The President chairs every General Meeting of the Society. The Vice-President Chairs in the absence of the President. If neither the President nor the Vice-President is present within one-half (1/2) hour after the set time for the General Meeting, the Members present choose one (1) of the Members to chair.

5.3.4 Adjournment

The President may adjourn any General Meeting with the consent of the Members at the meeting.

5.3.5 Voting

5.3.5.1

Each Voting Member has one (1) vote. A show of hands decides every vote at every General Meeting unless at least five (5) voting members request a ballot.

5.3.5.2 A majority of the votes of the Voting Members present decides each issue and resolution.

5.3.5.3 The President decides any dispute on any vote. The President decides in good faith, and this decision is final.

ARTICLE 6 - THE GOVERNMENT OF THE SOCIETY

6.1 The Executive

6.1.1 The Governance and Management of the Society. The Executive governs and manages the affairs of the Society.

6.1.2 Powers and Duties of the Executive

The Executive has the powers of the Society, except as stated in the Society's Act.

6.1.3 Composition of the Executive:

The Executive consists of:

(a) The Chair;
(b) The Vice-chair;
(c) The Secretary;
(d) The Treasurer;
(e) The Director of Professional Accreditation; and
(f )The Director of Communications

6.1.4 Election of the Executive

6.1.4.1 At the first Annual General Meeting of the Society, the Voting Members elect the following Executive Members:

(a) The Chair;
(b) The Vice-Chair and Director of Public Policy;
(c) The Secretary;
(d) The Treasurer;
(e) The Director of Professional Accreditation; and
(f ) The Director of Communications.

6.1.4.2 At each succeeding Annual General Meeting of the Executive, Voting Members elect

6.1.4.3 Voting members may re-elect any Director of the Executive for a maximum of three (3) consecutive terms.
6.1.5 Resignation, Death or Removal of a Director

6.1.5.1 Any Director may resign from office by giving one (1) month's notice in writing. The resignation takes effect at the end of the month's notice.

6.1.5.2 If there is a vacancy on the Executive, the remaining Directors may appoint a Member in good standing to fill that vacancy for the remainder of the term.

6.1.6 Meeting of the Executive

6.1.6.1 The Executive holds at least four (4) meetings each year.

6.1.6.2 The President calls the Meetings. The President also calls a meeting if any two (2) Directors make a request in writing and state the business for the meeting.

6.1.6.3 A majority of the Directors present at any Executive meeting is a quorum. If there is not quorum, the President adjourns the meeting to the same time, place, and day of the following week, or as agreed upon by a majority of the Executive.

6.1.6.4 Each Director has one vote. A tie vote means the motion is defeated.

6.1.6.5 Meetings of the Executive are open to Members of the Society, but only Directors may vote.

6.1.6.6 Meetings of the Executive may be held by conference call, videoconference, or e-mail. Directors who participate in a meeting by one of these methods are considered present for the meeting.

6.1.6.7 Irregularities or errors done in good faith do not invalidate acts done by any meeting of the Executive.

6.1.6.8 A Director may waive formal notice of a meeting.

6.2 Officers

6.2.1 The Officers of the Society are the Chair, the Vice-Chair and Director of Public Policy, the Secretary, the Treasurer, the director of Communications, and the Director of Professional Accreditation.

6.2.1 The Officers hold office until re-elected or until a successor is elected.

6.3 Duties of the Officers of the Society

6.3.1 Chair

When present, chairs all meetings of the Society and the Executive;
Is an ex officio member of all Committees; and
Carries out other duties assigned by the Executive

6.3.2 Vice Chair and Director of Public Policy

Presides at meetings in the Chair's absence. If the Vice-Chair is absent, the Directors elect a Chairperson for the meeting;
Replaces the Chair at various functions when asked to do so by the Chair or the Executive;
Identifies potential public policy issues that could impact the professional responsibilities of the membership.
Leads the development of membership surveys as required to assess their views on public policy issues relevant to their professional responsibilities.
Recommends to the Executive, issues that require public advocacy in support or against public policy initiatives.
Is a member of the Executive; and
Carries out other duties assigned by the Executive.

6.3.3 Secretary

Attends all meetings of the Society and the Executive;
Keeps accurate minutes of these meetings;
Has charge of the Executive's correspondence;
Makes sure a record of names and addresses of all Members of the Society is kept;
Makes sure all notices of various meetings are sent;
Keeps the seal of the Society;
Collects and receives the annual dues levied by the Society and turns them over to the Treasurer for prompt deposit;
Files the annual return, changes in the Directors of the Society, amendments in the bylaws and other incorporating documents with the Corporate Registry;
Is a member of the Executive; and
Carries out other duties assigned by the Executive.

6.3.4 The Treasurer

Makes sure all monies paid to the Society are deposited;
Makes sure a detailed account of revenues and expenditures is presented to the Executive as requested;
Makes sure an audited statement of the financial position of the Society is prepared and presented to the Annual General Meeting and a copy given to the Secretary for the records of the Society;
Is a member of the Executive; and
Carries out other duties assigned by the Executive.

6.3.5 Director of Communications

Develops and administers the CAPAPA communications plan.
Plans the content of the CAPAPA web site
Plans the CAPAPA Annual General Meeting.
Promotes the CAPAPA web site to head-hunting firms as a vehicle to promote job opportunities to the membership
Prepares press releases as needed.
Establishes a promotional network of contacts across Canada, who could distribute CAPAPA literature at regional IAPP conferences.
Plans promotional materials for distribution at regional IAPP conferences.
Plans annual membership renewal drive.

6.3.6 Director of Professional Accreditation

Coordinates efforts to develop standards and best practices to establish benchmarks of excellence.
Leads the development of training plans for each stage of professional development: (Assistant; Advisor; Coordinator; Chief Privacy Officer).
Promotes the training plans to the membership and identifies training sources.
Leads efforts to establish the framework to register the Society under the Professional and Occupational Associations Registration Act.

ARTICLE 7 - FINANCE AND OTHER MANAGEMENT MATTERS

7.1 The Registered Office

The Registered Office of the Society is located in Edmonton, Alberta. Another place may be established at the Annual General Meeting or by resolution of the Executive.

7.2 Finance and Auditing

7.2.1 The fiscal year of the Society ends on March 31 of each year.

7.2.2 There must be an audit of the books, accounts, and records of the Society at least once each year by a qualified accountant or by two members of the Society, elected for that purpose at the Annual Meeting. At each Annual General Meeting of the Society, the auditor submits a complete statement of the books for the previous year.

7.3 Seal of the Society

7.3.1 The Executive may adopt a seal as the Seal of the Society.

7.3.2 The Secretary has control and custody of the seal, unless the Executive decides otherwise.
7.3.3 The Seal of the Society can only be used by Officers of the Executive.

7.4 Cheques and Contracts of the Society

7.4.1 The designated Officers of the Executive sign all cheques drawn on the monies of the Society. Two signatures are required on all cheques over $100.00.

7.4.2 All contracts of the Society must be signed by the Officers or other persons authorized to do so by resolution of the Executive.

7.5 The Keeping and Inspection of the Books and Records of the Society.

7.4.3 The Secretary keeps the Minute Books and records minutes of all meetings of the Members and of the Executive.

7.4.4 The Executive keeps and files all necessary books and records of the Society as required by the Bylaws, the Society's Act, or any other statute or laws.

7.4.5 A member wishing to inspect the books or records of the Society must give reasonable notice to the President or the Secretary of the Society of his intention to do so.

7.4.6 All financial records of the Society are open for such inspection by the Members.

7.4.7 Other records of the Society are also open for inspection, except for records that the Executive designates as confidential.

7.6 Borrowing Powers

7.6.1 The Society may borrow or raise funds to meet its objects and operations. The Executive decides the amounts and ways to raise money, including giving or granting security.

7.7 Payments

7.7.1 No Member, Director, or Officer of the Society receives any payment for his services as a Member, Director, or Officer.

7.7.2 Reasonable expenses incurred while carrying out duties of the Society may be reimbursed upon Executive approval.

7.8 Protection and Indemnity of Directors and Officers

7.8.1 Each Director or Officer holds office with protection from the Society. The Society indemnifies each Director or Officer against all costs or charges that result from any act done in his role for the Society. The Society does not protect any Director or Officer for acts of fraud, dishonesty, or bad faith.

7.8.2 No Director or officer is liable for the acts of any other Director, Officer or employee. No Director or Officer is responsible for any loss or damage due to the bankruptcy, insolvency, or wrongful act of any person, firm, or corporation dealing with the Society. No Director or Officer is liable for any loss due to an oversight or error in judgment, or by an act in his role for the Society, unless the act is fraud, dishonesty, or bad faith.

7.8.3 Directors or Officers can rely on the accuracy of any statement or report prepared by the Society's auditor. Directors or Officers are not held liable for any loss or damage as a result of acting on that statement or report.

ARTICLE 8 - AMENDING THE BYLAWS

8.1 These Bylaws may be cancelled, altered, or added to by a Special Resolution at any Annual General or Special General Meeting of the Society.

8.2 The twenty-one (21) days' notice of the Annual General or Special General Meeting of the Society must include details of the proposed resolution to change the Bylaws.

8.3 The amended bylaws take affect after approval of the Special Resolution at the Annual General Meeting or Special General Meeting and accepted by the Corporate Registry of Alberta.

ARTICLE 9 - DISPUTE RESOLUTION

9.1 If there are disputes among the members regarding any matter affecting the administration of CAPAPA and these disputes cannot be resolved by the Executive, the matter will be settled by arbitration under section 22 of the Societies Act.

ARTICLE 10 - DISTRIBUTING ASSETS AND DISSOLVING THE SOCIETY

10.1 The Society does not pay any dividends or distribute its property among its members.

10.2 If the Society is dissolved, any funds or assets remaining after paying all debts are paid to a registered and incorporated charitable organization. Members select this organization by Special Resolution. In no event do any members receive any assets of the Society.