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Approved at the AGM, May 26, 2001
Revised at the AGM, May 15, 2008
Revised at the AGM, May 13, 2010
TABLE OF CONTENTS
1. Name of the Association
2. Vision and Mission Statement
3. Objectives
4. Official languages
5. Approval
6. Interpretation
SPECIAL BY-LAW REGARDING CCPA LETTER PATENTS
1. Name of the Association
The name of the association is Canadian Counselling and Psychotherapy Association (CCPA).
2. Vision and Mission Statement
The Canadian Counselling and Psychotherapy Association is a national and bilingual organization dedicated to the enhancement of the counselling profession in Canada.
In fulfilling this mandate CCPA promotes policies and practices for the provision of accessible, competent, and accountable counselling services throughout the human lifespan in a manner sensitive to the pluralistic nature of society. CCPA strives to understand the needs of the diverse community of counsellors in Canada and aspires to being inclusive in its membership and a strong voice for the promotion of counselling.
3. Objectives
3.1 To provide national leadership for counselling in Canada;
3.2 To provide a forum for ongoing information exchange and for critical discussion of counselling issues in Canada;
3.3 To serve as a vehicle for advocacy, networking and promoting the profession of counselling in Canada;
3.4 To provide opportunities for counsellors to develop and share best practices, research, position papers and professional development;
3.5 To serve as a direct link with other professional counselling associations provincially, nationally and internationally, thereby providing for the presentation and the achievement of mutually sought aims and objectives.
4. Official languages
The official languages of the Association shall be English and French. Either language may be used as a working language within the General Assembly, the Board of Directors and the Executive. Official documents prepared for meetings of the General Assembly and the Board of Directors and published reports of the Association shall be issued in both English and French.
5. Approval
The Canadian Counselling and Psychotherapy Association exists by virtue of the Letters Patent issued by the Ministry of Industry dated the 28 th day of May, 1973 and Supplementary Letters Patent dated 17 th day of September 1999.
The initial By-Laws were approved by the Board of Directors of the Canadian Guidance and Counselling Association in May 1967. This revision of the Constitution and Bylaws was approved at the Annual General Meeting of the Canadian Counselling and Psychotherapy Association in May 2010.
6. Interpretation 6.1 In these By-Laws and all By-Laws of the Association, unless the context otherwise requires, words importing the masculine gender shall include the feminine gender and vice versa.
6.2 References to persons shall include companies, corporations, firms, institutions, societies, organizations, and any number or aggregate of persons.
6.3 “Association” refers to the Canadian Counselling and Psychotherapy Association;
“Board” shall mean the Board of Directors of the Association;
“AGM” refers to the Annual General Meeting of the Association.
“Letters Patent” shall include “Supplementary Letters Patent”;
“The Canada Corporations Act” shall mean the said Act as amended from time to time or any act which may hereafter be substituted therefore.
1. Membership
Membership in the Canadian Counselling and Psychotherapy Association is based on an inclusive model that embraces professionals and organizations involved in counselling or a related field whose philosophy, ethics and standards of care align with those of CCPA. Unless otherwise stipulated, all members of CCPA have the right to vote.
For the purposes of these by-laws, a certified Member or a Professional Member are both individually referred to as a “Voting Member” and collectively, the “Voting Members”.
1.1. Categories of Membership
1.1.1 Certified Member
Individuals who hold the designation of Canadian Certified Counsellor (“CCC”) and hold a university degree, or equivalent experience and training that aligns with the professional standards and ethics of CCPA as assessed by the Registrar.
1.1.2 Professional Member
Individuals who hold a university degree, post-baccalaureate education, university or college diploma in counselling or a related field, or equivalent experience and training that aligns with the professional standards and ethics of CCPA as assessed by the Registrar.
Students, Retirees and Honourary Life Members all fall within the category of Professional Membership.
Professional members who are students or are retired CCPA members are eligible for reduced membership fees. Professional members who have been awarded Honourary Life Memberships have their membership dues waived.
1.1.2.1 Students
To be eligible for a reduced fee as a student, individuals must be presently enrolled in an undergraduate, post-baccalaureate certificate or diploma program, master’s degree or doctoral program in counselling or a related field at an institution or its equivalent for non-Canadian universities.
1.1.2.2. Retirees
To be eligible for a reduced fee as a retired member, individual must have been a Voting Member of CCPA for a minimum of one year. Members who declare themselves as retired may continue to claim CCC designation, but they may not engage in any counselling practice.
1.1.2.3 Honourary Life Members
To be eligible for waived fees as an Honourary Life Member, the member must have been awarded the designation. Life memberships may be awarded to members who have made a considerable contribution to the aims and objectives of the Association.
The number of honourary members should be no more than one (1%) percent of the general membership as of September 1st of the year previous to the Annual General Meeting.
Candidates for honourary membership may be nominated by any member of the Association but must have the recommendation of the Executive and the support of at least two-thirds (2/3) of the Board of Directors (the “Board”).
1.1.3 Leave Status for Certified and Professional Members
Under specific circumstances, as determined by the Board, Certified Members and Professional Members may apply for a Leave Status within the Canadian Counselling and Psychotherapy Association. Leave Status is considered a time-limited condition within the broader membership. Only Certified Members or Professional Members may apply for Leave Status and they must be members in good standing at the time of application for Leave Status. During the term in which the Leave Status is in force, members:
a) Must not engage in counselling practice;
b) Pay a reduced membership fee, equivalent to the rate fee for the “Retiree” category of membership and as per the Schedule of Fees in force at the time of application;
c) Have supplementary fees, such as CCC fees, waived during the term of the Leave Status;
d) Have other time-sensitive requirements (such as completion of Continuing Education Units for maintenance of CCC status) extended by the same amount of time as the member holds a Leave Status; and
e) Be eligible at any time during the leave period to apply for reinstatement to their previous membership category without having to resubmit any documentation with the exception of a police records check for those members who wish to have their CCC reinstated.
Categories of and criteria for Leave Status for Certified Members and Professional Members include:
1.1.3.1 Parental Leave Status
A parental leave may be granted in the discretion of the Registrar for a period of not less than six (6) months and not more than one (1) year, providing that the applicant:
1.1.3.2 Sick/Disability Leave Status
A sick/disability leave may be granted in the discretion of the Registrar for a continuous period of not less than six (6) months and not more than two (2) years, providing that the applicant:
1.1.3.3 Sabbatical/Deferred Leave
A sabbatical/deferred leave may be granted in the discretion of the Registrar for a continuous period of not less than one (1) year and not more than two (2) years, providing that the applicant provides a letter outlining the nature and duration of the sabbatical. Members who receive a sabbatical leave are ineligible for further sabbatical leaves until six ( 6) years after the completion of their previous sabbatical leave.
1.1.4 Guest Member
Individuals and/or groups who are not eligible for membership as a Voting Member and who are involved in counselling or a related field whose philosophy, ethics and standards of care align with those of CCPA.
Guest Members are assessed by the Registrar or Executive Committee on a case-by-case basis in accordance with policies established by the Board of Directors from time to time.
1.1.4.1 Individual Guest Member
Individuals who have paid the CCPA Association Membership fee and do not qualify for membership as a Voting Member and have an interest in the well-being, role and function of CCPA.
1.1.4.2 Association Guest Member
Any agency or organization not necessarily actively involved in counselling or a related field, but having an interest in the well-being, role and function of CCPA. This includes all reciprocal, associate organizations in addition to agencies or organizations that have paid the CCPA Association Membership fee.
1.2 Annual Membership Fees
1.2.1 Fees are paid annually.
1.2.2 The amount of the Membership fees shall be determined from time to time by the Board.
1.2.3 Notice of renewal shall be sent to each member by the National Office prior to the anniversary of the Members initial membership.
1.2.4 Only Members in good standing shall be entitled to exercise the rights attached to their Membership.
1.3 Termination of membership
Membership can be terminated for any one of the following reasons:
1.3.1 Personal request by the Member.
1.3.2 Non-payment of annual Membership Fees or other debts owing to CCPA
1.3.3 Failure to adhere to the CCPA Constitution, By-laws or Code of Ethics provided any such failure is determined by a process established by the Board which respects the member’s right to natural justice.
2.1 Membership categories
2.1.1 The Membership of the Association shall be known as the General Assembly which shall include all Voting Members who all shall be entitled to receive notice of and to attend all the meetings of the General Assembly.
2.2 Meetings
2.2.1 In-person meetings of the General Assembly (Annual General Meetings or “AGM”) shall be at least in every fiscal year according to the Act (not later than fourteen months after the holding of the preceding annual meeting).
2.2.2 The National Office shall give notice (“Notice of Meeting”) of the AGM to all Voting Members and Guest Members who are Members at the close of business on the day immediately preceding the day on which Notice of Meeting is given at least 21 days in advance of the date of the meeting. The Notice of Meeting shall state the day, hour, and place of the meeting and such other information as required by law and shall be sent either personally or by sending such notice to each Member by mail in the form of a letter, in the Association newsletter, and/or by email to the last address that appears on the member list of the Association, or if no address be given therein, to the last address of such member known to the Secretary of the Association.
2.2.3 Quorum at an annual or special meeting of the General Assembly shall be a minimum of 50 Voting Members present in person.
2.2.4 The accidental omission to give notice, or the non-receipt of a Notice of Meeting to any of the Members entitled to receive it does not invalidate proceedings at that meeting.
2.2.5 Special meetings can be called at any time, at the discretion of the Executive Committee or Board of Directors or upon receipt by the Executive Committee or Board of Directors of a written request for a special meeting, signed by any 50 Voting Members.
2.3 Voting Procedure for the Annual General Meeting
2.3.1 Each Voting Member shall have one (1) vote in all proceedings at which eligible Members shall be entitled to vote. Guest Members shall not have a right to vote.
2.3.2 Members may not vote by proxy.
2.3.3 Unless the Act or these By-Laws otherwise provide, every question submitted to a vote shall be decided by a majority of the votes cast and in the case of a tie vote, the President shall have a preponderant or casting vote.
2.3.4 On every question submitted to a vote, a declaration by the President that a resolution has been carried or lost shall be conclusive evidence of the fact, unless a poll is requested by a Voting Member.
2.4 Electronic Voting Procedure
2.4.1 Each Voting Member shall have one electronic vote in all proceedings at which Voting Members shall be entitled to vote.
2.4.2 Members may not vote by proxy.
2.4.3 Questions submitted to an electronic vote shall be restricted to items that are determined by the Board to be of major importance that require the largest possible response rate from the membership. Electronic votes are conducted at the discretion of the Executive Committee with the approval of the Board of Directors.
2.4.4 Unless the Act or these By-Laws otherwise provide, every question submitted to a vote shall be decided by a majority of the votes cast and in the case of a tie vote, the President shall have a preponderant or casting vote.
2.4.5 On every question submitted to a vote, an electronic declaration by the President that a resolution has been carried or lost shall be conclusive evidence of the fact. This declaration shall be transmitted via e-mail to all voting members through National Office, using secure procedures.
3. National Board of Directors
3.1 Governance
3.1.1 The Directors shall manage and supervise the management and activities of the Association. Without limiting the generality of the foregoing, the Board of Directors shall determine the long-term direction of the Association.
3.2 Description of the Board
3.2.1 The members of the Board shall be:
3.2.1.1 Elected officers: President, President-Elect and Past President (the “Elected Directors”);
3.2.1.2 Thirteen (13) elected Directors from the Regions, (the “Representative Directors”) one per Region, except in New Brunswick, Quebec and Ontario where there will be one francophone and one Anglophone from each province. The Director for British Columbia will also represent the Yukon, the Director for Alberta will also represent the North West Territories, and the Director for Manitoba will represent Nunavut. The Director of a Region must have their primary residence or workplace in the region that they represent; “Regions” means those geographical areas within Canada as determined from time to time by the Board (individually, a “Region”).
3.2.1.3 The President of the Canadian Career Development Foundation who shall be an ex-officio member of the Board of Directors; and.
3.2.1.4 The Chief Executive Officer who shall not have a right to vote.
3.2.1.5 An individual may not hold office as both an Elected Officer and a Representative Director.
3.3 Requirements for Board Membership
3.3.1 Commitment to the work of the Association.
3.3.2 Is a Voting Member.
3.3.3 Knowledge and skill in one or more areas of Board governance: policy, finance, programs, personnel and advocacy.
3.3.4 Individuals may not serve on the same Board with members of their family or others with whom they have a direct business or personal relationship that may constitute an ongoing conflict of interest.
3.4 Election process
3.4.1 The Representative Directors shall be elected by ballot or acclamation from the Voting Members within the Region that they represent.
3.4.2 The election will take place before the Annual General Meeting in each odd numbered year.
3.4.3 A Representative Director shall take office at the first Board of Directors meeting next following his or her being elected or acclaimed. The term of office for Representative Directors shall be for two (2) years from the date on which he or she takes office, and shall be effective until the first regular meeting of the Board of Directors at which his or her successor takes office in accordance with this section 3.4.
3.4.4 A Representative Director may be re-elected to serve a second consecutive term. After two consecutive terms as a Representative Director, he or she is not eligible to be a Representative Director.
3.4.5 An individual having served as a Representative Director of one Region may upon a change of employment or place of permanent residence stand for election or acclamation as the Representative Director for the latter province or territory upon ceasing service as a Representative Director for the Region .
3.4.6 When an individual is appointed by the Board to replace a Representative Director, he or she shall complete the replacement period. He/she will then be eligible for nominations and election for a new 2-year mandate.
3.4.7 The Board of Directors is deemed to continue to exist at all times despite any change in its Board membership and may take up and carry on to complete all reports, proceedings and other matters under consideration prior to an interim appointment or election.
3.4.8 Responsibilities and duties of Board Members shall be as described in the most recent Policies and Procedures for CCPA.
3.5 Liaison with CCPA Conferences
CCPA’s National Office will arrange an Annual National Conference by engaging in event planning, providing financial and communication supports and other components as stipulated in a contractual agreement with regional organizers. CCPA’s National Office will act as the liaison to the conference steering committee. The terms and conditions of each conference plan will be laid out in a contractual agreement created annually based on the specific context of the region in which the Conference will be held.
3.6 Meetings of the Board
3.6.1 The Board of Directors shall meet a minimum of once a year. Meetings are open to all Voting Members.
3.6.2 The National Office shall send notice of the Board meeting to all Directors at least 15 days in advance of the date of the meeting. The notice must be in writing and state the day, hour, and place of the meeting and the general nature of the business being transacted shall be sent either personally or by sending such notice to each Director by mail in the form of a letter, in the Association newsletter, or by email to the last address that appears on the member list of the Association, or if no address be given therein, to the last address of such member known to the Secretary.
3.6.3 Quorum at a meeting of the Board shall be fifty per cent plus one of the Directors then in office at the time of the meeting, excluding vacancies.
3.6.4 Except for the Chief Executive Officer, each Director, whether appointed or elected, is entitled to vote. The President shall chair all meetings of the Board. The Chair shall have a preponderant or casting vote. In the absence of the President, the Past President shall chair the meeting.
3.6.5 Unless otherwise provided, the Board shall make its own rules as to meetings and procedures for those meetings of the Board.
3.6.6 Meetings of the Board may be conducted in person and/or by conference call. Directors who participate in conference calls are considered present for the meeting and counted in determining a quorum.
3.7 Removal of Board members
3.7.1 Elected Directors and Representative Directors who fail to remain a member in good standing with the Association may be removed from office.
3.7.3 An Elected Director may be removed from office by a resolution passed by a special meeting of the General Assembly. A Representative Director may be removed from office by a resolution passed by the Voting Members of the Region that he or she represents.
3.8 Remuneration of Board Members
3.8.1 The Directors shall serve without remuneration.
3.8.2 Directors or officers shall be entitled to reimbursement for reasonable expenses incurred in carrying out their duties at a rate to be determined from time to time by the Board.
3.8.3 Directors or officers shall be entitled to remuneration for special services rendered on behalf of the Association provided any such services have been approved by the Board and have been acquired in a manner intended to avoid any conflict of interest by the Director.
For responsibilities of Board Members, please see Policy 12.5.
4. Executive Committee of the Board
4.1 Description
4.1.1 There shall be an Executive Committee composed of the five (5) officers being the President-Elect, President, Past President, Treasurer, Secretary and Chief Executive Officer together with those individuals appointed pursuant to subarticles 4.1.3 or 4.1.4, if any. The three elected officers are the President, President-Elect and Past President. The appointed officers are the Treasurer (recommended by the three elected officers and appointed by the Board) and the non-voting Secretary (recommended by the Chief Executive Officer and appointed by the Board).
4.1.2 The Chief Executive Officer is a non-voting member of the Executive committee.
4.1.3 When the three elected officers speak only one and the same official language, a member of the Board who is fluent in the other language will be appointed to the Executive.
4.1.4 The Board may, on the recommendation of the President, appoint to the Executive such of its Directors as may be required to make the latter an efficient operating body. Upon appointment, these Directors become voting members of the Executive.
4.1.5 Quorum at an Executive meeting shall be at least three of the officers, whether elected or appointed, who are entitled to vote.
4.1.6 Responsibilities and duties for the Executive Committee of the Board shall be as described in the most recent Policies and Procedures for CCPA.
For responsibilities of Executive Members, please see Policies 2.1 – 2.5 and 4.6.
4.2 Election and appointments
4.2.1 The President-Elect of the Association shall serve a term of office of two years commencing from the opening of the Board Meeting preceding the Annual General Meeting in an odd numbered year and ending at the commencement of the Board Meeting preceding the Annual General Meeting of the next odd numbered year.
4.2.2 At the first Board meeting preceding the AGM in an odd numbered year, the President-Elect shall take over as President. The outgoing President shall become Past President. Should the President-Elect have taken over to complete the term of his or her predecessor, this will not disqualify him or her from serving his or her normal term as President.
4.2.3 The President-Elect shall be elected by electronic and mail ballot among the Voting Members of the Association. The election will take place before the Annual General Meeting in odd numbered years. The election process for the President-Elect and/or President, if required, will be carried out in accordance with policies and procedures established from time to time by an election committee established by the Board. If there is only one nominee for President-Elect, the nomination must be approved by the Executive Committee prior to the appointment by acclamation.
4.2.4 The Treasurer shall be chosen from and appointed by the Board upon the recommendation of the President, President-Elect and Past President. 4.2.5 The Secretary is a non-voting position normally filled by a member of the office personnel appointed by the Board on the recommendation of the Chief Executive Officer.
The appointments of the Treasurer and Secretary shall take place at the first meeting of the Board preceding the Annual General Meeting in odd numbered years or as early as possible thereafter. The Secretary shall be responsible for the custody of and maintenance of the records of the Association.
4.2.6 In the event that the President-Elect is incapable of assuming the office of President at the beginning of his/her term, an election shall be held for both the position of President and President-Elect.
4.3 Meetings of the Executive Committee
4.3.1 The Executive meets at the call of the President or as otherwise scheduled by the Executive Committee. This meeting does not require formal notice to the membership or Board.
4.3.2 A meeting of the Executive Committee may be conducted by conference call. Officers who participate in this call are considered present for the meeting.
4.3.3 Irregularities or errors done in good faith do not invalidate acts done by any meeting of the Executive Committee.
4.3.4 Unless otherwise expressly provided herein or any applicable legislation, the Executive shall make its own rules as to frequency and place of meetings as well as procedures for meetings.
For responsibilities of Executive Members, please see Policies 2.1 – 2.5 and 4.6.
4.4 Protection and Indemnity of Directors and Executive Officers
4.4.1 Every Director and Officer of the corporation and their heirs, executors and administrators, and estate and effects, respectively, shall from time to time and at alltimes, be indemnified and save harmless out of the funds of the corporation, from and against:
a. all costs, charges and expenses which such Director, sustains or incurs in or about any action, suite or proceedings which is brought, commenced or prosecuted against him, or in respect of any act, deed, matter of thing whatsoever, made, done or permitted by him, in or about the execution of the duties of his office or in respect of any such liability;
b. all other costs, charges and expenses which he sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by his own willful neglect or default.
4.4.2 No Director or Executive Officer is liable for the acts of any other Director, Executive Officer, or employee.
4.4.3 No Director or Executive 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 Association.
4.4.4 No Director or Executive is liable for any loss due to an oversight or error in judgment, or by an act in his/her role in the Association unless the act is fraud, dishonesty, or bad faith.
4.4.5 Directors or Executive Officers can rely on the accuracy of any statement or report prepared by the Association’s auditor and a Director or Officer is not held liable for any loss or damage directly or indirectly resulting from such reliance.
4.5 Removal of an Executive Member
4.5.1 Any member of the Executive may be removed from office by a 2/3 majority of the Board of Directors at a meeting called for the purpose of considering the same.
4.5.2 If removed from the Executive, the Treasurer may continue to serve the Region that he/she represents where the Treasurer is a Representative Director.
5. Chief Executive Officer
5.1 The Executive Committee shall hire a chief executive officer for the management and administration of the Association.
5.2 The Chief Executive Officer shall be a non-voting member of the Executive committee.
5.3 The duties and responsibilities of the Chief Executive Officer shall be established from time to time by the Executive Committee in consultation with the Board.
5.4 The specific duties and responsibilities of the Chief Executive Officer shall be stipulated in the policies and procedures of the Association.
For responsibilities of Chief Executive Officer please see Schedule 1
6.1 Description
The Senate shall be a body made up of the four (4) most recent Past Presidents, excluding the immediate Past President. In the event that a Past President is unable to act as a Senator, a former Board member who was on the Board at any time during that Past President’s term as President shall be appointed by the Executive and must have the support of at least 2/3 of the Board of Directors.
6.2 The Role of Senators
6.2.1 The Senate shall advise the Executive Committee, President and/or the Board in a consultative fashion on the direction of the Association and other matters relating to the Association upon the specific request of the Executive Committee, or the Board.
6.2.2 To perform other duties in the Association as may be assigned by the Board or Executive.
6.3 Limitations of the Senate
As a consultative and advisory body, the Senate has the following restrictions.
6.3.1 The Senate may not initiate nor lobby for change within the existing structure of the Association.
6.3.2 The Senate shall report to the Board.
7. Committees
7.1 The Board may set up such standing committees and ad hoc committees as may deem necessary in order to fulfill the responsibilities of the Association.
7.2 The Executive may, from time to time, recommend to the Board the creation of such standing and/or ad hoc committees which it deems necessary to fulfilling the responsibilities of the Association.
7.3 Powers and duties of all committees shall be such as shall be conferred upon them from time to time by the Board by a resolution.
7.4 The Chairperson of each committee shall be appointed by the Board.
7.5 Any members of the committees may be suspended from office by the Executive until such time as the Board passes a resolution on the matter.
8. Chapters of the Association
8.1 Chapter Formation
8.1.1 Any group of 50 Voting Members in good standing may apply for Special Interest Chapter status within the Association.
8.1.2 Any group of 25 Voting Members in good standing may apply for Regional Chapter status within the Association.
8.1.2 A Chapter will submit its name for approval by the Association Board and in all instances identify itself as a Chapter of the Association. The granting of chapter status shall be in the absolute discretion of the Board.
8.1.3 The purpose of a Chapter shall be in accordance with the By-laws of Association.
8.1.4 All members of the Chapter shall be members in good standing of CCPA.
8.1.5 The Board shall have the power to approve the formation of a Chapter by majority vote. They shall also have the power to revoke the charter of the Chapter when it is decided in the best interests of the Association to do so. In such an event a 2/3 majority vote of the Board is required.
8.2 Chapter Governance
8.2.1 The By-laws of the Chapter and amendments to it must be approved by the Board of the Association.
8.2.2 A Chapter shall be free to conduct its affairs of the chapter but must do so only in compliance with the By-laws of the Association and the Chapter Formation Guidelines of CCPA.
8.2.3 Each Chapter shall submit to the Association the names of its officers upon their election, appointment or other change.
8.2.4 Each Chapter shall submit to the Association an annual report as well as an annual plan of action prepared in accordance with requirements established from time to time by the Board.
8.2.5 The Association may levy an additional fee for membership in a Chapter provided that the levy has first been approved by the Chapter and the Association has been authorized by the Chapter to collect the said additional levy.
8.2.6 The Association will remit any additional levy received by it to the Chapter.
8.2.7 Chapters may involve themselves in additional fundraising as long as these fundraising activities are not in conflict with or jeopardize the financial position of the Association.
8.2.8 Upon request, the Board may approve special grants of money to a Chapter to assist in the organization and development of the Chapters.
9. Partnership with Organizations
9.1 The Association may enter into joint ventures, teaming arrangements or partnerships with provincial, national or international bodies having similar ethics, standards and objectives as the Association. Such a decision shall require the recommendation of the Executive and must have the support of at least 2/3 of the Board of Directors.
9.2 Each group officially associated with CCPA shall be charged an annual fee which will be negotiated between the two associations through a formal written agreement, known as a “partnership agreement”.
9.3 All partnership agreements must be reviewed at least every five (5) years and shall be for a term not exceeding five (5) years.
10.1 Corporate Seal
The seal of the Association shall be in such form as may be prescribed by the Board and shall be kept in the custody of the National Office by the Chief Executive Officer.
10.2 Auditor
The Voting Members shall, at each AGM, appoint an auditor to audit the accounts and annual financial statements of the association for report to the members at the next annual meeting. The auditor shall hold office until the next AGM provided that the Board Directors may fill any vacancy in the office of the auditor. In the event that the Association is not required to have audited financial statements, Voting Members shall appoint an accountant in place of an auditor to prepare the annual financial statements.
10.3 Fiscal Year
The fiscal year end of the Association shall be January 31.
10.4 Banking Arrangements and Execution of Instruments
Contracts, documents or any instruments in writing requiring the signature of the Association shall be signed by any two of the President, Past President, Treasurer, Chief Executive Officer and Office Manager. All contracts, documents and instruments in writing so signed shall be binding upon the Association without any further authorization or formality. The Board shall have the power from time to time by Resolution to appoint an officer or officers on behalf of the Association to sign specific contracts, documents and instruments in writing.
The Board may by resolution from time to time:
10.4.1 Determine the bank or banks in which the account or accounts of the Association shall be kept;
10.4.2 May make and enter into all necessary arrangements for banking and custody or safekeeping of the securities and property of the Association in a safety deposit box or boxes or otherwise, and
10.4.3 Designate and authorize any officers or employees of the Association to carry out such arrangements.
10.5 Borrowing Powers of the Board
The Board may:
10.5.1 Borrow money or raise funds to meet its objectives and operations. The Board decides the amount and ways to raise money, including giving or granting security;
10.5.2 Issue debentures or other securities of the Association;
10.5.3 Pledge or sell such debentures or other securities for such sums and at such process as may be deemed expedient;
10.5.4 Mortgage, hypothecate, charge or pledge all or any of the real and personal property, present and future undertaking and rights of the Association to secure any money borrowed or any other liability of the Association, and
10.5.5 The Board may from time to time by resolution delegate to any of its officers all or any of the powers conferred on the Board by the foregoing provisions of this clause to the full extent thereof or to such lesser extent as the Board may in any such resolutions provide. Nothing in this clause contained shall limit or restrict the borrowing of money by the Association on bills of exchange or promissory notes made, drawn, accepted, or endorsed by or on behalf of the Association.
11. Amendment of By-laws
Amendments to this constitution or its related By-laws may be made at any Annual General Meeting of CCPA or through secure electronic voting procedures, provided the following conditions are met:
11.1 The Executive Committee and the Board of Directors must approve the proposed amendment additions or deletions by a majority vote;
11.2 Electronic votes are conducted at the discretion of the Executive Committee with the approval of the Board of Directors. This decision is based on which, if any, By-law amendments are of major importance that require the largest possible response rate from the membership and will therefore be conducted through electronic voting procedures (see electronic voting procedure 2.4 for details). Amendments that do not require the largest possible response rate from the membership shall be reserved for the Annual General Meeting;
11.3 Copies of the proposed changes shall be distributed to CCPA members thirty days prior to the established voting date or the Annual General Meeting;
11.4 The proposed changes must be approved by a 2/3 majority of the voting members in support of the proposed change, and
11.5 Such appeal or amendment must be approved by the Minister of Industry Canada.
12. Dissolution of the Association
12.1 The Association may be dissolved by a resolution passed by a vote of 2/3 of all of its members at a meeting of the General Assembly.
12.2 It will distribute its assets to other organizations with objectives similar to those of the Association. Members select this organization by special resolution.
13. Rules and Regulations
The board of directors may prescribe such rules and regulations not inconsistent with these by-laws relating to the management and operation of the corporation as they deem expedient, provided that such rules and regulations shall have force and effect only until the next annual meeting of the members of the corporation when they shall be confirmed, and failing such confirmation at such annual meeting of members, shall at and from that time cease to have any force and effect.
SPECIAL BY-LAW REGARDING CCPA LETTER PATENTS - By-Law No. 2002-12
A By-law to amend the provisions of the Letters Patent and to authorize application for the issuance of Supplementary Letters Patent to confirm the same.
Be it enacted and it is hereby enacted as By-law No. 2002-12 of The Canadian Counselling and Psychotherapy Association (herein called "the corporation") that:
1. That subject to confirmation by Supplementary Letters Patent, Part of the Letters Patent concerning the objects of the Association, is deleted and replaced by the following which reads as follows:
a. To provide national leadership for counselling in Canada;
b. To provide a forum for ongoing information exchange and for critical discussion of counselling issues in Canada;
c. To serve as a vehicle for advocacy, networking and promoting the profession of counselling in Canada;
d. To provide opportunities for counsellors to develop and share best practices, research, position papers and professional development;
e. To serve as a direct link with other professional counselling associations provincially, nationally and internationally, thereby providing for the presentation and the achievement of mutually sought aims and objectives.
2. That the corporation be and is hereby authorized to make application to the Minister of Industry for the issue of Supplementary Letters Patent confirming this by-law insofar as it relates to amending the provisions of the Letters Patent.
3. That the Directors and officers are hereby authorized and directed to do, sign and execute all things, deeds and documents necessary or desirable for the due carrying out of the foregoing.
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