Constitution

Amended November 15, 2012 at the CASIS Annual General Meeting

Preamble:

The amended CASIS Constitution was initially drafted by a sub-committee consisting of Board members Bruce Craig (President), David Charters and Wesley Wark. It was presented for discussion and was approved by two-thirds majority vote of CASIS members at the Annual General Meeting on November 15, 2012. The amended Constitution reflects a restructuring of CASIS and is designed to provide greater clarity regarding the management of CASIS affairs.

1. INTERPRETATION

1.01 Definitions and Interpretation. In the absence of an express provision to the contrary or unless the context otherwise requires, in this Constitution:

a. “Association” means the Canadian Association for Security and Intelligence Studies (CASIS);

b. “Board” means the Board of Directors;

c. “Constitution” means this document as amended from time to time;

d. “simple majority” means fifty per cent plus one of the votes cast in a meeting;

e. “AGM” refers to the Annual General meeting of CASIS members

2. OBJECTS OF THE ASSOCIATION

2.01 Objects of the Association. The objects of the Association are:

a. To encourage and promote the study and public discussion of intelligence and security, including their role and societal impact, and to help support the teaching of courses at Canadian universities and colleges in these fields;

b. To provide an interdisciplinary forum in which interested academics, practitioners (active or retired) and other interested persons may engage in knowledge sharing and networking about matters relating to intelligence and security;

c. To hold an annual meeting and conference, as well as special conferences on particular themes, and to facilitate meetings, seminars, workshops and other events across Canada and as appropriate in other countries;

d. To electronically publish information on a regular basis about the Association and its activities and other matters pertinent to the Association’s mandate;

e. To engagewith organizations in Canada and abroad whose objects are consistent with and complement those of the Association.

2.02 Not-for-Profit Status. The Association shall be carried on without purpose of gain for its members and any profits or other accretions to the Association shall be used in promoting its objects.

3. SECRETARIAT

3.01 Secretariat. Consistent with the resources available to the Association, the Board of Directors may approve the hiring of individuals on contract to assist in meeting the objectives of the Association as described at section 2 of the Constitution. Such individual or individuals will comprise the CASIS Secretariat.

4.0 BOARD OF DIRECTORS

4.01 Composition. The general management and administration of the Association shall be vested in the Board of Directors, hereinafter to be known as the Board, led by the President. The Board shall consist of no fewer than seven (7) and no more than fourteen (14)Directors elected by the members. One Director will normally serve, by consent of the members at the AGM, as Secretary for the Association. One Director position will normally be reserved for an accredited student at a Canadian university or college, who will serve as a liaison with and voice for students interested in CASIS. In addition, the immediate Past President of the Association shall be a member of the Board ex officio.

4.02 Selection. Directors shall be selected on the basis of their knowledge and willingness to assist in achieving the objectives of the Association as set out in Section 2 of the Constitution

4.03 Eligibility. Only regular members of the Association who are in good standing may be nominated as or remain Directors.

4.04 Election. Directors shall be elected for two year terms of office by a simple majority of members at the Annual General Meeting. Currently not in force. Suspended: Directors shall not serve more than two terms in succession. (The limit on terms was suspended at the Annual Meeting, January 15, 2016.)

4.05 President. The President shall be the Chief Executive Officer of the Association. He or she shall serve as chair at all meetings of the Board and of members of the Association, unless unable to do so. The President is responsible, in cooperation with colleagues on the Board, for the strategic direction of CASIS and for establishing a vision and plan to accomplish its objectives as set out in Section 2.

4.06 Vice President. If, on any occasion, the President is unable to act, the Vice President shall exercise the powers and carry out the duties of the President.

4.07 Treasurer. The Treasurer shall have general administrative responsibility for the finances of the Association. The Treasurer will normally prepare a summary of the CASIS financial situation for reporting on a quarterly basis to the Board and will provide a detailed annual report and financial forecast to members at the Annual General Meeting. A person may be nominated at the Annual Meeting to serve as Secretary-Treasurer. (Provision in last sentence added at Annual Meeting January 15, 2016.)

4.08 Resignation. A Director may resign his or her position by sending a letter of resignation to the President.

4.09 Removal. Any Director may be removed from office before the end of his or her term if so decided by a two-thirds majority vote of the Board of Directors.

4.10 Replacement. Any Director whose position becomes vacant between Annual General Meetings may be replaced by simple majority vote of the Board of Directors. The Director appointed as a replacement shall serve for the unexpired term of his or her predecessor.

4.11 Remuneration. Directors shall receive no remuneration in connection with their service as Directors. They may be reimbursed for expenses incurred in carrying out their duties consistent with the resources available to the Association. Any such remuneration will be reported by the Treasurer to the Board of Directors in a timely manner and will also be reported by the Treasurer as part of the report to the annual general meeting.

5.0 POWERS OF THE BOARD OF DIRECTORS

5.01 Management. The Board, led by the President, shall administer all the affairs of the Association except for those matters expressly reserved to the Members by the Constitution.

5.02 Delegation of Powers. The Board may delegate to a sub-committee comprising one or more of its members, for such time and on such conditions as it may prescribe, any of its powers except those relating to calling meetings of members or of the Board, filling vacancies on the Board, or among the Officers, and determining the powers and duties of Officers.The Board may revoke such delegation at any time.

5.03 Committees. The Board will create a Program committee following the AGM, normally chaired by the Vice President, to assist in planning for an annual conference and other CASIS sponsored events.The Board may appoint one or more other committees to assist in the management of the Association.

5.04. Honorary Members. The Board may appoint, from time to time, eminent persons who have provided service to the Association and assisted it in meeting its objectives. Such honorary members will be announced to the members of the Association at its Annual General Meeting and will enjoy the benefits of membership without any obligation to pay annual or conference and other event fees.

6. MEETINGS OF THE BOARD

6.01. The President shall convene meetings of the Board, either in person or by teleconference or other applicable means, on a regular basis, normally at least quarterly. A record of all meetings of the Board will be created and communicated to the Board of Directors and to the Members of the Association in a timely manner. The record of meetings of the Board shall normally be made and communicated by the Director appointed as Secretary.

6.02. Meetings convened under Special Notice. Any two Directors, acting in concert, may request the President convene a special meeting of the Board to discuss urgent Association business. If the President fails to act on such a request within fourteen days, two Directors may call the meeting themselves. Notice of the meeting must be received by each Director at least five clear days before the date set for the meeting, or must be sent to his or her last known address so that it will, in the ordinary course of delivery, be received at that address five clear days before the date set for the meeting.

6.03 Post AGM Meeting. A meeting of the newly elected Board of Directors, convened by the President, will normally be held as soon as possible following the Annual General Meeting.

6.04 Quorum. The quorum at meetings of the Board shall be not less than five (5) Directors, not counting ex officio members. The quorum must be present for the whole of the meeting.

6.05 Voting. Every Director, including the chair of the meeting, has a vote. Decisions of the Board shall be made by simple majority vote. In case of tied vote, the chair has no casting vote, but may vote if he or she has previously abstained.

6.06 Motions in Writing. A motion in writing, certified by all Directors eligible to vote thereon at a meeting of the executive, shall have the same force and effect as if it had been passed at a meeting duly convened for that purpose.

7. NOMINATIONS

7.01 List of Candidates. A nominating committee normally consisting of the Past President as Chair, and two other members of CASIS in good standing, approved by the Board,shall prepare a list of candidates for the election of Directors at the Annual General Meeting. The list shall reflect the selection criteria described in article 4.02 above. The nominating committee shall report its slate of candidates to the Board, for approval by a simple majority of the Directors. The Board shall include the list with the notice of the Annual General Meeting. The notice shall also include the procedures by which additional candidates may be nominated for the election of Directors and Officers.

7.02 Changes in List. The election of Directors and Officers shall be valid notwithstanding that the list of candidates prepared by the nominating committee, and included with the notice of the Annual General Meeting, is unavoidably incomplete or subject to changes before the meeting.

7.03 Other Nominations. Except as otherwise provided in the constitution, candidates for election as Directors or officers may be nominated by any member of the Association in writing to the Board at five clear days before the Annual General Meeting, or on the floor of the meeting.

8. MEMBERS

8.01 Membership. Membership in the Association is open to the Canadian and international public.The Association shall be composed of regular members and honorary members. Anyone who pays the membership fee for the current year shall be a regular member.The Board, or the members at a meeting of the members, may confer honorary membership on any person who, in their opinion, deserves such an honour.

8.02 Membership Fees. The annual fees for regular membership in the Association shall be proposed by the Treasurer and shall be approved following discussion at the Annual General Meeting.

8.03 Termination of Membership. A general meeting of members may, by a resolution adopted by at least two-thirds of the members present, terminate the membership of a member for a cause that, in the opinion of the meeting, justifies such action.

9. GENERAL MEETINGS OF MEMBERS

9.01 Annual General Meetings. The Annual General Meeting of the Association shall be held at a place, date and time determined by the Board, and in any event before the expiration of eighteen months from the previous Annual General Meeting,

9.02 Business of the Meeting. The business of the annual general meeting shall be to:

a. Approve the minutes of the previous AGM

b. Receive and approve the financial report of the previous year and a work plan and budget for the coming year;

c. Elect the Board from among the candidates proposed by the nominating committee and by other members from the floor;

d. Deal with such other business as may be properly before the annual general meeting.The President shall be responsible for drawing up an agenda for the AGM and posting it in advance of the meeting on the CASIS website. Mid-term Presidents will be expected to propose a strategic work plan for the Association for the coming year.

e. A record shall be kept of the AGM and will be presented to the members at the subsequent AGM for approval. The record shall normally be prepared and communicated by the Director appointed as Secretary.

9.03 Plebiscites. If it considers that a decision of the membership is required between Annual General Meetings, the Board may conduct a plebiscite by mail or other electronic means among the regular members of the Association.

9.04 Plebiscite Requisitioned by Members. Twenty-five (25) or more members may requisition the President to conduct a plebiscite among the regular members of such question or questions as are stated in the requisition, the cost to be borne by the requisitioners. The President shall, in consultation with the Board, conduct the plebiscite within 30 days of receipt of the requisition.

9.05 Notice of Meeting. Notice of a meeting of members shall be given to members having the right to attend, by sending notice in writing to the address of the member as it appears in the records of the association. The notice shall include the procedures for giving notice of motions to be put to the meeting.

9.06 Irregularities in Notice. A meeting of members shall be deemed to be validly held notwithstanding any irregularity in the notice of meeting, any accidental failure to provide notice to a member, or failure of the notice to reach a member.

9.07 Chair of the Meeting. The President, or in his or her absence the Vice President, shall preside at meetings of members. In the absence of the President and the Vice President, the members in attendance may choose a Chair for the meeting from among their number. The Chair at a meeting of members may vote as a member, but in the event of a tied vote shall not have a casting vote.

9.08 Quorum. A quorum at a meeting of members shall consist of ten (10) members present at the commencement of such meeting.

9.09 Continuation of Meeting. In the event that the number of members falls below ten (10) during the course of a meeting, the meeting shall be deemed to have a quorum for all purposes, subject to ex post facto approval of any business transacted by motion at the next regular meeting.

9.10 Notice of Motion. Except as otherwise provided in the Constitution, a motion may be put to a meeting of members only if the Board has been notified in writing of the motion at least five clear days before the meeting. The Board shall make every reasonable effort to communicate, as far in advance of the meeting as possible, notice of the motion to all members who may attend the meeting.

9.11 Waiver of Notice. A motion of which notice has not been given pursuant to the Constitution may be put and voted on at the meeting if a majority of the members present so agree.

9.12 Voting. Any question submitted for a vote at a meeting of members shall be determined by a show of hands, unless a vote by ballot is requested or the Chair of the meeting deems a vote by ballot desirable. A declaration by the Chair that a resolution has been passed or rejected is conclusive proof to that effect without its being necessary to state the number or percentage of votes recorded for or against the resolution.

9.13 Vote by Ballot. A vote shall be taken by ballot at the discretion of the Chair, or if so requested by a majority of the members present. Each ballot shall include the name of the member and the direction in which he or she wishes to cast his or her ballot

10. FINANCIAL YEAR

10.01 The Financial Year. The financial year of the Association shall terminate on April 30th of each calendar year.

10.02 Auditor. The appointment of auditors may be waived upon motion duly approved at an annual general meeting.

11. CONTRACTS AND BANKING

11.01 Contracts. Any contracts exceeding $1000 entered into on behalf of the Association shall be signed by the President and Treasurer; any contracts exceeding $5000 shall require the approval of the Board of Directors.

11.02 Bills of Exchange. Cheques or other negotiable instruments drawn, accepted or endorsed in the name of the Association, or any authorization to a financial institution for the transfer of funds to a third party, shall be signed by the President and Treasurer and all such transactions shall reported to the Board in a timely manner.

11.03 Board Access to Financial Information. In order to promote transparency and effective management of CASIS resources, any Director of the Board may request financial updates of the Treasurer. Upon receipt of such a request the Treasurer will inform the President and will deliver such requested information to the interested Director and other members of the Board in a timely fashion.

12. AMENDMENT

12.01 Repeal or Amendment. The Constitution may be repealed or amended by a two-thirds majority vote of the members voting in respect of such repeal or amendment at an Annual General Meeting. Any ten (10) or more members may require the Board to include in a notice of an Annual General Meeting a proposal for the repeal or amendment of the Constitution. Such a notice may be delivered by mail or by other electronic means.

Versions

Original Constitution dated 28 February 1989.
Amendment 1 – passed at the AGM held in Toronto, 12 June1999.
Amendment 2 – passed at the AGM held in Vancouver, 18 October2003.
Amendment 3 –passed at the AGM held in Ottawa, 10 November 2011.
Amendment 4 – passed at the AGM held in Ottawa, 15 November 2012.