The County of Perth Law Association
Being a By-law to regulate the affairs of the County of Perth Law Association
WHEREAS the Association exists for the purposes and objects of a professional association of barristers and solicitors and to provide a law library and legal education for the best interests of its members;
NOW THEREFORE BE IT ENACTED AND IT IS HEREBY ENACTED as a By-law of the County of Perth Law Association (hereinafter called the “Association”) as follows:
- The objects of the Association shall be:
- to serve the professional needs of the members of the Association by maintaining a Law Library for the shared use of the members, and authorized members of the public;
- to organize, promote and present programs for the continuing legal education of members of the Association;
- to publish and circulate News Letters and other materials for the information and legal education of the members of the Association;
- to receive, hold and dispose of funds received by the Association by way of bequest, gift, donation, grant or otherwise, for the purposes and objects of the Association;
- to provide a forum for communication among members through publications, special interest sections, special events and through ancillary membership services;
- to provide representation on behalf of the members of the Association to the Judiciary, Law Society of Upper Canada, the County and District Law President’s Association, government agencies, the media and the public;
- to undertake and promote generally such other matters or activities in a non-profit manner which would best serve the interests of the members of the Association as barristers and solicitors of Ontario.
In this By-law:
- “Association” means the County of Perth Law Association.
- “Board” means the Board of Directors of the Association who shall be designated as “Trustees”.
- “Members” means barristers and solicitors who are members of the Association pursuant to the By-laws of the Association. These members shall be designated as regular members.
- “Honourary Members” means persons admitted to limited membership in the Association pursuant to the By-laws of the Association. “Student Members” means persons admitted to limited membership pursuant to the By-laws of the Association.
BOARD OF TRUSTEES
2.1 The Board shall consist of three (3) Trustees, one of whom shall be the President, one of whom shall be the President-Elect, and one of whom shall be the Immediate Past President.
- The President and President-Elect shall be elected for a term of one year at each Annual Meeting of the members.
- Upon expiration of the term of the President, such person shall serve as Immediate Past President.
- Any member in good standing is eligible to be elected as President or President-Elect.
- Vacancies on the Board of Trustees caused by death, resignation, removal of one’s legal practice from the County of Perth, or otherwise ceasing to be a member, shall be filled by resolution of the Board, for the remainder of the term so vacated at a regular meeting of the Board.
- The Board shall manage the affairs of the Association, and may from time to time make all such rules and regulations as may be required respecting such affairs.
- The Board may from time to time appoint Committees for such purposes and with such terms of reference as it deems advisable.
- Within a reasonable time following the coming into force of this by-law, the Board may appoint such staff of the Association as it may from time to time deem advisable, the Board may delegate to such persons such administrative authority and duties as the Board deems advisable, may establish such staff responsibilities, tasks and procedures as the Board deems advisable and the Board shall fix and cause to be paid remuneration to such persons, out of the funds of the Association. The Board shall have the authority to suspend, remove or discharge the staff appointed as aforesaid. Without limiting the generality of the foregoing, and subject only to Section 10.1 hereof, the Board may appoint staff for the Law Library of the Association or the Association generally, or any combination thereof, as may be necessary and expedient to carry out the objects and achieve the mission statement of the Association.
- The Board has authority to admit to membership in the Association persons qualified as Barristers and Solicitors in Ontario and to designate classes of members of the Association including regular members, honourary members and student members with such privileges for the use of the Law Library, other services of the Association and voting privileges as it may by resolution deem advisable.
- The Board has authority to admit as members of the Association such other persons approved by the Board, and to the privilege of the use of the Law Library and other services of the Association for such period of time and subject to such restrictions as the Board may from time to time deem advisable. Such other persons may include Students-at-Law, Articled Clerks or other persons employed in the offices of members of the Association, and for admittance to the Law Library and use of other services of the Association, designated members of the public as the Board may from time to time determine by resolution.
MEETINGS OF THE BOARD OF TRUSTEES
3.1 The Board shall meet at least once a year at such time and place as the Board may by resolution determine or the President direct.
3.2 Two (2) members of the Board shall constitute a quorum for the transaction of business by the Board. The Board may adopt such rules of procedure for its meetings as it deems advisable and shall be guided by Roberts Rules of Order.
OFFICERS OF THE ASSOCIATION
4.1 The Officers of the Association shall consist of the President, President-Elect, and Immediate Past President.
4.2 The President and President-Elect of the Association shall hold office for one year from the date of the Annual Meeting of the members of the Association at which they were elected.
4.3. The Immediate Past President shall hold office for a term of one year from the date of the Annual Meeting of the members of the Association at which the President was elected.
4.4 The President is the Chief Executive Officer of the Association and shall have the general supervision and charge and day-to-day direction of the business and affairs of the Association except only for such matters and duties as by by-law or resolution shall be transacted or performed by the Board or by the members at general meetings of the Association. He or she shall preside over all meetings of the Association and of the Board of Trustees and in his or her absence such duties shall be performed by the President-Elect who while so acting shall have all the duties and powers of the President, and in the absence of both the President and the President-Elect, a Chair pro tem shall be elected by the Board to preside at Board meetings and to discharge the duties of the President during such absence.
4.5 The President-Elect during the absence or inability to act of the President shall perform all the duties of the President and shall have all powers of the President during such absence or inability of the President to serve. The President-Elect shall also perform such duties and exercise such powers as the President may from time to time delegate or that the Board may prescribe.
5.1 The Association shall consist of such members as may be approved by the Board from time to time. The names of such members shall be added or deleted by resolution of the Board as members of the Association as may from time to time be necessary by virtue of their being eligible to be or ceasing to be members of the Association.
5.2 Members may only be admitted to membership by the Board. Such members shall be classified as regular members, honourary members, or student members. All regular members shall be barristers and solicitors in good standing with the Law Society of Ontario and who agree to comply with the provisions of the Articles of Incorporation, and agree to be bound by the By-laws, rules, regulations and Standards Guide of the Association, and who pay the required annual dues for members of the Association.
5.3 Honourary members may be admitted to limited membership by the Board as non-voting members without payment of annual fees.
5.4. The Board may by resolution admit student members to limited membership in the Association but such members shall not have voting rights nor pay membership dues. Such members shall, however, be liable to pay fees charged by the Association for its programs or Committee activities. Student members shall be entitled to attend all educational and social functions of the Association upon payment of the appropriate charges. Student members shall not be eligible to hold Office in the Association.
5.5 Members of the Association with a law office in or out of the County of Perth shall pay such annual fees as the Board may by resolution from time to time determine.
5.6. Membership in the Association is not transferable.
5.7 Any member failing to pay the required annual fee for a period of two months after the fee shall have become due and payable, shall after one month’s notice be liable to be expelled from membership in the Association at the recommendation of the President. Such persons shall, however, be entitled to be reinstated to membership upon payment of all arrears of membership dues of the Association to the date of such expulsion.
5.8 During the period of a sabbatical, parental or other leave of a similar nature, a member may make a request to the Board that his or her fees be waived.
MEETINGS OF MEMBERS
6.1 A general meeting of the members of the Association shall be held annually in January or February or at such other time as the Board may direct, and with not less than fifteen days’ notice of the time and place of such meeting as fixed by the Board. Written notice shall be given to members of the Association by ordinary mail, by fax or email and a copy of such notice shall be posted in a prominent place in the Law Library during such period of time.
6.2 The Annual Meeting shall be considered a business meeting at which there shall be conducted an election from among the members, of the President and the President-Elect. The Annual Meeting shall also receive and consider the Annual Reports of Officers and other Committee leaders and otherwise deal with the affairs of the Association in compliance with the Agenda for the meeting and the By-laws, and no other business shall, except with the majority consent of the members present, be transacted at the Annual Meeting unless notice thereof by a member has been delivered to the President of the Association and posted in the Library at least ten days before such Annual Meeting with particulars of such additional business set out in the notice. Roberts Rules of Order shall guide the procedures at the Annual Meeting.
6.3 At the Annual Meeting of the Association each paid up member with a law practice in the County of Perth and present in person or by proxy shall be entitled to one vote.
6.4. A quorum at any Annual Meeting of the Association shall be not less than fifty percent of the members of the Association, either present in person or represented by proxy.
6.5 At each Annual Meeting, the offices of President and President-Elect shall be voted upon and filled by separate ballots of the eligible membership present.
6.6 Special meetings of the members of the Association may be called by the President or in his or her absence, the President-Elect, and the President or President-Elect shall upon receiving the written request of not less than ten of the voting members of the Association stating the purpose of the meeting shall within twenty days call a special meeting of the members of the Association.
6.7 Notice of the convening of special meetings of the Association shall be given in the manner provided for the giving of notice of the holding of the Annual Meetings of the Association.
6.8 At the meetings of members of the Association whether Annual or special, each member present or represented by proxy shall be entitled to one vote
6.9 A quorum at any special meeting of the Association shall consist of not less than 20 of the paid up members of the Association, and present in person or represented by proxy.
6.10 All notices of meetings whether they are annual or special shall be accompanied by a form of proxy in a form similar to the following:
PROXY for a Meeting of the County of Perth Law Association to be held on the day of ,
The undersigned member hereby appoints
as proxy, with the power of substitution, to attend and vote for the undersigned at a meeting of the members to be held on the date mentioned above and at any adjournment, the undersigned hereby revoking any proxy previously given.
Dated: 20 .
Signature of Member
MONEY, BANKING, AUDITORS
AND SIGNING OFFICERS
7.1 All monies of the Association shall be applied in such manner as the Board may deem advisable for managing the affairs of the Association.
7.2 All monies of the Association shall be deposited in an account with a Canadian chartered bank or credit union in the Province of Ontario.
7.3 All disbursements on account of the Association shall be paid by cheque signed by any two of the President, President-Elect, Past President and the Librarian for the time-being of the Association.
7.4 An auditor or auditors shall be appointed from the membership annually at the general meeting.
8.1 Without derogating in any way from the discretion of the Board there may be appointed such committees made up of members of the Association as is appropriate from time to time. These committees may include a library committee and social committee.
9.1. The Board shall ensure at all times that there is a Librarian or other Library staff, whose duties shall be:
- to provide the expert advice, direction and control necessary to the operation, maintenance and improvement the Association library and ancillary library services;
- to supervise other library staff to the extent they are performing library related services;
- to report to the Board or its delegate monthly on the status of the collection, library services and the use thereof by Association members;
- to provide recommendations, advice and direction in the form of written memoranda to the Board or its delegate in respect of the improvement and amendment to the library and ancillary library services.
10.1 The Regulations in force from time to time under the Law Society Act shall be deemed to be incorporated into this By-law insofar as any provision of such Regulations purport to affect the affairs of this Association.
BY-LAW APPLICATION AND AMENDMENTS
11.1. All By-laws of the Association heretofore made are hereby repealed. All rules and regulations of the Association heretofore made and which are inconsistent with this By-law, are hereby repealed. This By-law shall be administered by the Board of Trustees whose interpretation hereof shall be conclusive.
11.2 The Board may from time to time amend this By-law but such amendment shall not come into force until confirmed by two-thirds of the votes cast at an Annual Meeting of the members of the Association or a meeting of the members duly called for the purpose of considering such By-law amendment.
11.3. This By-law may be known as the Regulatory By-Law of the County of Perth Law Association.
11.4 This By-law when passed by the Board shall only come into force and take effect on the date of its ratification by two-thirds of the members present and voting at the Annual General Meeting of the membership of the Association.
PASSED AND ENACTED this ____ day of _____________, ______.
RATIFIED at the Annual General Meeting of the Association by two-thirds of the members present and voting, held on the ____ day of _______, _____ at ________, Ontario.
Chairman of Meeting Secretary of Meeting