FAQs - ACA's Governing By-Laws

Why are we making changes to the ACA's Governing By-Laws?

The ACA Governance Committee has been focused on review and renewal of the ACA’s bylaw. The new bylaw will accomplish several tasks:

• Clarify and codify existing practices
• Remove outdated language and policy provisions
• Better align with model bylaw recommended by the Canada Not-for-Profit Act
• Allow for full participation of members through virtual meetings and online voting
• Provide greater benefits to Institutional Members

What are significant changes for the membership to consider?

• The transition from two membership classes to one voting membership class for both Individual and Institutional Members.
  
• The elimination of proxy voting in favour of online voting and the option to mail in ballots.
• Nominations will no longer be accepted from the floor of the AGM.

How will the membership vote on the changes to the membership class?

• There will be two votes to accept the changes to the membership class. Because the new bylaw reflects changes to the ACA's membership class, both Individual (voting) and Institutional (non-voting) Members will be asked to vote on slightly different ballot measures:
• One ballot measure will be sent to current Individual and Student Members, who will vote on the proposed By-Law No. 1.
• One ballot measure will be sent to Institutional Members and their designated representative, who will vote on a Special Resolution to amend the membership classes from two to one. 
• If both measures pass, this change to membership class will become effective immediately following the AGM.
• If one measure does not pass, this change will not be applied and the ACA will continue to have Individual (voting) and Institutional (non-voting) Membership classes.
• Associates will continue to be non-voting. 

Why does the ACA offer Institutional Memberships?

• As a national professional association, the ACA represents the needs of archives and records professionals first and foremost. 
• In addition, the ACA recognizes that professionals are well served by a strong archival system with a diversity of institutions and works closely with national, provincial, and territorial associations that represent institutional needs.
• Historically, the ACA has offered non-voting memberships to institutions that employ records and archives professionals. This is to recognize that institutions have an interest in supporting their workers and the records and archives profession more broadly.
• For a variety of reasons, some professionals may also choose to access ACA services through an Institutional Membership. 

• Presently, our Institutional Members are non-voting and are therefore not able to fully participate in ACA committees or in leadership roles. All active volunteers must be Individual Members in good standing. 
• This bylaw change would mean that all Institutional Members, regardless of staffing or budget, would designate one representative who can fully participate in committee work, vote in all ballot measures, and participate in leadership roles with some limitations (e.g., the designated representative of an Institutional Member would not be able to serve in an executive role on the Board, but may serve as a Director-at-Large). 
• This will allow for the broadest participation of archives and records professionals from across the country, thereby greatly contributing to the health of the Association and of the professional community. 

How will the ACA manage conflicts of interest between Individual and Institutional Members? 

• We recognize that, in some cases, the needs of individual professionals will differ from the needs of institutional employers and/or service providers. The new By-Law No. 1 attempts to balance the needs of professionals and the reality that some professionals will choose to access ACA only through their Institutional Membership for a variety of reasons. 
• Institutional Members continue to represent a small number of the ACA's overall membership.
• The designated representative of an Institutional Member would not be able to serve in an executive role on the Board, but may serve as a Director-at-Large, which will ensure that Individual Members continue to hold the balance of power in any vote or decision-making process.
• The ACA's Code of Ethics and Professional Conduct holds all members, regardless of their category, to a set of principles that are focused on the needs of archives and records professionals. 

• Institutional Members -- regardless of size, number of staff, or budget -- will be allowed to designate one representative who can act on behalf of the institution. 
• Institutional Members will be asked to identify their designated representative on an annual basis, at the time of membership renewal. 

Can a designated representative of an Institutional Member also hold an Individual Membership? 

• Yes. The designated representative may also be an Individual Member. All rights and privileges associated with each membership category would apply. 

What are the suggested changes for Article I: Interpretation?

• This section contains two sections instead of three.
• Article 1.03 Operating Policies, Rules and Procedures has been removed from this section.
  

What are the suggested changes for Article II: General?

• Article 2.1 has been changed to Registered Office.
• Articles 2.2 Corporate Seal to 2.5 Banking remain the same.
• The article that outlined Annual Financial Statements has been removed (Article 2.05, 2013) as the Board of Directors is responsible for the annual audit and approval of all audit documents.
• Members can request audited financial statements and financial statements are provided to the membership for information.
• Article 2.6 Policies has been added to this section of the proposed By-Laws.
• Article 2.7 Invalidity of any Provisions of this By-Law has been added to this section of the proposed By-Laws.
  

What are the suggested changes for Article III: Membership?

• Section 3.01 Membership Classes has been replaced by Membership Entitlement and Conditions.
• Article 3.1 (a) outlines that there shall be one (1) class of Members in this Corporation.
  
• Article 3.1 (b) Each Member shall be entitled to receive notice of, attend and vote at all meetings of Members and each such Member shall be entitled to one (1) vote at such meetings.
• Article 3.1 (c) Each member that is not an individual shall notify the Corporation in writing of the name of the individual designated the Member to act as its delegate (the "Delegate") and to vote on its behalf at any meeting of Members. Each Delegate shall be an individual who holds an executive or other senior position within the Member organization. A Member may change its Delegate by written notice to the Corporation, provided such notice is given at least twenty-four (24) hours in advance of any meeting of members.
  
• Section 3.02 Disqualification and Section 3.03 Membership Transferability (2013) have been removed.
  
• Section 3.04 Termination of Membership (2013) is Article 3.2.
• Article 3.3 Resignation (new article)
• Article 3.4 Discipline of Members (new article)
• Article 3.5 Expulsion of Members (new article)
  
• Article 3.6 Membership Dues (no change)

What are the suggested changes for Article IV: Meetings of Members?

• Article 4.1 Place of Meetings replaces Section 4.03 (2013).
• Article 4.2 Annual Meetings and Article 4.3 Special Meetings, no change.
  
• Articles to address Notice of Meetings, Waiving Notice, Persons Entitled to be Present, Chair of the Meeting, Quorum, Adjournment Participation at Meetings by Telephone or Electronic Means, Ballots, and Votes to Govern have not been changed.
• Article 4.10 Meeting Held Entirely by Electronic means, "If the Board or Members call a meeting of Members, the Board or Members, as the case may be, may determine that the meeting shall be held entirely by means of a telephonic, an electronic or communication facility that permits all participants to communicate adequately with each other during the meeting. A person participating by any such means shall be deemed to have been present at that meeting. A person participating by telephonic, electronic or other communication facility and entitled to vote at that meeting may vote by any such means if the facility enables the vote to be fathered in a manner that permits their subsequent verification and permits the tallied votes to be presented to the Corporation without it being possible for the corporation to identify how a person voted."
• Article 4.12 Absentee Voting: Members may use a mail-in ballot or by means of telephonic, electronic or other communication facility, ensuring the corporation not be able to identify how a person voted. No member shall be permitted to appoint a proxyholder to vote on the Member's behalf.
  
• Article 4.14 Show of Hands: "Subject to this By-Law and except where a ballot is demanded, voting on any question proposed for consideration at a meeting of Members shall be by show of hands, and a declaration by the chair of the meeting ... If a meeting is held by electronic telephonic or electronic means, the chair of the meeting may implement a process approximating a show of hands."
• Article 4.16 Resolution in Lieu of Meeting
• Article 4.17 Annual Financial Statements: "The Corporation may, instead of sending copies of the annual financial statements and other documents ... publish a notice to its Members stated that the annual financial statements and documents ... are available at the registered office of the Corporation and any Member many, on request, obtain a copy free of charge at the registered office or by prepaid mail."
  

What are the suggested changes for Article V: Directors

• Article 5.5 Term replaces Section 5.04 Election and Term and sets the time when a Director will begin their term of office following the AGM removing the period from the AGM to December 31 as a time to shadow.
• This change to Section 5.04 will permit continuity as it relates to annual conference planning.
• Most not-for-profits practice the transition of newly elected board members to begin their roles following AGMs.
• To transition to online elections, Article 5.4 Nomination and Election of Directors outlines that the online election may begin no more than 7 days prior to the AGM and remain open no later than the close of the annual meeting of Members.
  

What are the suggested changes for Article VI: Committees

• Article 6 replaces Section 8 Committees (2013).
  
• This article outlines the role of the Executive Committee of Board.
• This article removes the detailed descriptions of the ACA Committees so that these terms of reference and policies associated with committees can be amended and changed as the needs of the membership change over time.
  
• Special Interest Sections (Section 9) and Student Chapters (Section 10) have been removed from the By-Laws and will be addressed by ACA Policies and Procedures.
  

What are the suggested change for Article VII: Meetings of Directors?

• Article 7: Meetings of Directors replaces Section 6.0 - Meeting of Directors (2013).
• Article 7.6 Resolutions in Writing added to reflect the practice of voting on measures in between Board meetings.
  
• Section 6.09 Disclosure of Interest and Section 6.11 Remuneration of Officer, Agents, Employees removed.
  

What are the suggested changes for Article VIII: Officers?

• This Article 8.0 replaces and modernizes Section 7.0 (2013). The Description of Board roles has been moved to Article 9.0 below.
  

What are the suggested changes for Article IX: Description of Offices?

• The position of Secretary / Treasurer has been separated into two discrete roles.
• The role of Executive Director is articulated in the description of offices.
  

What are the suggested changes for Article X: Conflict of Interest and Confidentiality?

• This article replaces Section 6.09 Disclosure of Interest to outline articles related to Conflict of Interest and Confidentiality.
  

What are the suggested changes for Article XI: Protection of Directors, Officers and Others?

• This article replaces Section 9 (2013).
  
• This article defines Standard of Care.
• Articles 11.2 Indemnification of Directors and Officers and 11.3 Insurance replace Sections 11.02 and 11.03, respectively.
  

What are the suggested changes for Article XII: Notices?

• Article 12 replaces Section 13 Notices (2013) and articulates the Method of Giving Notice (Article 12.1), Omissions and Errors (Article 12.2), and Waiver of Notice (Article 12.3).
• Section 13.02 Computation of Time and Section 13.05 Invalidity of any Provisions of this By-Law have been removed.
  

What are the suggested changes for Article XIII: Dispute Resolution?

• Section 13.06 Dispute Resolution Mechanism has been modernized to Article 13.1 Mediation and Arbitration and Article 13.2 outlining the Dispute Resolution Mechanism.
  

What are the suggested changes for Article XIV: Special Resolutions and Voting by Class?

• This new article outlines the circumstances and resolutions that require a special resolution, describing 14 instances when a special resolution is required, including a name change to the Corporation, the creation of a new class of Members, and changes to conditions required for being a member.
  

What are the suggested changes for Article XV: By-Law and Effective Date?

• Article 15 replaces Section 14 - By-Laws and outlines the effective date and the manner in which the proposed By-Laws become in effect.