BE IT ENACTED as a by-law of the Corporation as follows:
ARTICLE 1: CORPORATE SEAL
The seal, an impression whereof is stamped in the margin hereof, shall be the seal of the Corporation.
ARTICLE 2: HEAD OFFICE
The head office of the Corporation shall be situated in the City of Toronto in the Province of Ontario, at such address as the board may, by resolution, determine. The head office location may change subject to a resolution by Board Members.
ARTICLE 3: MANDATE
The mandate of the Corporation is to foster an independent community of lawyers, academics and law students dedicated to promoting legal education around issues related to Canadian refugee and asylum law, as well as the human rights of refugees and migrants. The Corporation will establish active partnerships and collaborations among legal practitioners, researchers, policy makers and advocates, and support publications, conferences, and other fora that contribute to open and inclusive communication and networking around issues relating to refugee, asylum and international human rights law in Canada and elsewhere.
ARTICLE 4: PURPOSES & OBJECTIVES
The objects of the Corporation shall be: a. To encourage and develop legal research around refugee and asylum issues. b. To promote the development of new socio-legal scholars through the Corporation’s activities. c. To hold conferences, lectures and meetings for the promotion and discussion of research in law on refugee and asylum issues. d. To publish journals, newspapers, newsletters, books and/or monographs relating to the study of refugee law. e. To advocate around legal issues concerning refugee law and asylum law or other areas of law when it impacts upon the human rights of migrants.
ARTICLE 5: ACTIVITIES
The proposed activities of the Corporation are as follows:
The Corporation organizes an annual conference, focused around the presentation and discussion of research on themes related to the Mandate, Purposes and Objectives of the Corporation.
The Corporation organizes and supports mentoring and professional development opportunities.
The Corporation encourages the development of research to bring together members with common research interests.
The Corporation maintains an active web-page with an online database of members.
The Corporation publishes a semi-annual electronic newsletter.
The Corporation actively liaises with policy-makers, practitioners and advocacy groups to disseminate and discuss legal research findings.
The Corporation actively engages with other organizations, associations and groups engaging with similar issues.
The Corporation engages in education and advocacy aimed at policy makers and legislators on refugee law issues on behalf of refugees and the human rights of migrants.
The Corporation engages in public interest litigation.
ARTICLE 6: CONDITIONS OF MEMBERSHIP
Membership in the Corporation shall be limited to persons interested in furthering the objects of the Corporation and shall consist of anyone whose application for admission as a member has received the approval of the board of directors of the Corporation. Membership shall be restricted to: lawyers or articling students in private practice or working with a provincial or community legal aid clinic or as staff of non-governmental organizations; academics in law or related disciplines; or law students.
Non-lawyers may be allowed to have Associate member status. Associate members may be approved on a case-by-case basis and will not be entitled to vote regarding the affairs of the Corporation.
There shall be an annual membership fee or dues that will be set by the board of directors from time to time.
Any member may withdraw from the Corporation by delivering to the Corporation a written resignation and lodging a copy of the same with the secretary of the Corporation.
Any member may be required to resign by a vote of three-quarters (3/4) of the members at an annual meeting.
ARTICLE 7: MEMBERS’ MEETINGS
The annual or any other general meeting of the members shall be held in Toronto or at any place in Canada as the board of directors may determine and on such day as the said directors shall appoint. The members may resolve that a particular meeting of members be held outside of Canada. Participation in the meetings can be held by video or teleconference.
At every annual meeting, in addition to any other business that may be transacted, the financial statements and the report of the auditors shall be presented and auditors appointed for the ensuing year. The members may consider and transact any business either special or general at any meeting of the members. The board of directors or the president or vice-president shall have the power to call, at any time, a general meeting of the members of the Corporation. The board of directors shall call a special general meeting of members on written requisition of members carrying not less than 10% of the voting rights.
A reasonable period of notice of one month by mail or email shall be given to each voting member of any annual or special general meeting of members. Notice of any meeting where special business will be transacted shall contain sufficient information to permit the member to form a reasoned judgement on the decision to be taken. Notice of each meeting of members must remind the member if the member has the right to vote by proxy. Each voting member present at a meeting shall have the right to exercise one vote. A member may, by means of a written proxy, appoint a proxyholder to attend and act at a specific meeting of members, in the manner and to the extent authorized by the proxy. A proxyholder must be a member of the corporation.
A majority of the votes cast by the members present and carrying voting rights shall determine the questions in meetings, unless the Act or these by-laws otherwise provide.
Quorum for members’ meetings: 40% of members present in person or represented by proxy at a meeting will constitute a quorum.
No error or omission in giving notice of any annual or general meeting or any adjourned meeting, whether annual or general, of the members of the corporation shall invalidate such meeting or make void any proceedings taken thereat and any member may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat. For the purpose of sending notice to any member, director or officer for any meeting or otherwise, the address of the member, director or officer shall be his last address recorded on the books of the Corporation.