As a Registered Charity under the auspices of Corporations Canada, CAAS is governed by Bylaws which have been approved at the Annual General Meeting of CAAS members and which may be amended by the Board of Directors subject to approval at the Annual General Meeting of CAAS members.
Bylaws of the Canadian Association of African Studies
1. The objectives of the Canadian Association of African Studies (henceforth referred to as CAAS) are: (1) to promote the study of Africa in Canada; (2) to improve Canadian knowledge and awareness of Africa, including the problems and aspirations of its peoples; (3) to facilitate scholarly and scientific exchange as well as to strengthen linkages between the Canadian and African scholarly and scientific communities, particularly by the publication of the Canadian Journal of African (henceforth referred to as CJAS).
2. English and French shall be the official languages of CAAS.
3. CAAS has two classes of membership: regular and associate. Regular members are eligible to vote at the Annual General Meeting or other special meetings of CAAS and to hold executive positions on the CAAS Board of Directors. Associate members are ineligible to vote at the Annual General Meeting or other special meetings of CAAS and to hold executive positions on the CAAS Board of Directors.
4. Regular membership shall be open to any individual who is committed to the objectives of CAAS and who pays the annual regular membership dues.
5. Associate membership shall be open to all individuals and institutions who support the objectives of CAAS and who pay the annual association membership dues.
6. Membership fees of CAAS shall be determined by the Board of Directors. Changes to the CAAS membership fees may be recommended by the Board of Directors and must be approved by a general meeting of CAAS members.
Board of Directors
7. The Board of Directors of CAAS shall consist of: the President, the Vice-President, the Past-President, the Secretary-Treasurer, the Members-at-Large, the Editors of CJAS, and the Organizers of the Annual CAAS Conference. The Managing Editor of CJAS serves in an advisory capacity to the Board of Directors.
8. The President of CAAS shall preside at all meetings of CAAS and shall perform other duties as the the Board of Directors may assign.
9. In the absence of the President, his/her duties shall devolve upon the Vice-President, and in the absence of the Vice-President, upon the Secretary-Treasurer.
10. The Secretary-Treasurer shall maintain the records of CAAS, shall receive and have custody of the funds of CAAS, shall present an annual financial statement to the membership, and shall perform such other duties as the Board of Directors may assign.
11. Any four members of the Board of Directors shall constitute a quorum. The quorum must include two of the President, Vice-President, or Secretary-Treasurer of CAAS.
12. The decisions of the Board of Directors shall be determined by a majority vote of the members in attendance. In the event of a tied vote, the President (or in his/her absence the Vice-President) shall have the power to cast the deciding vote.
13. The Board of Directors shall have the power to fill vacancies arising in its membership, and any person thus appointed to the Board of Directors shall hold office until the next election of members of the Board of Directors.
14. In addition to its other powers, the Board of Directors shall have a general responsibility for the publications and other activities of CAAS.
15. The regular members shall elect the Vice-President, Secretary-Treasurer, and the Members-at-Large of CAAS. This election shall be conducted by secret ballot and, if the Board of Directors so determines, may be conducted by email. If the incumbent Vice-President is not able to serve as President, then an election shall be held for the position of President.
16. The President of CAAS shall normally serve for a term of one year and may serve for an additional year at the request of the Board of Directors.
17. The Vice-President of CAAS shall normally be elected annually and shall automatically assume the position of President in the succeeding year. In the event that the President serves for two years, the Vice-President may serve for an additional year at the request of the Board of Directors before assuming the position of President in the succeeding year. A Vice-President who is serving in an acting capacity by virtue of appointment by the Board of Directors shall not automatically assume the office of President, and an election for the office must be held.
18. The Secretary-Treasurer of CAAS shall normally be elected every three years and may serve for a longer period at the request of the Board of Directors.
19. The Members-at-Large shall normally be elected for a term of three years and may serve at the request of the Board of Directors for an additional term of one or two years.
20. All elected positions on the Board of Directors shall begin on July 1 and shall end on June 30. Elections to the Board of Directors must normally take place within two months of the completion of the annual CAAS Conference or by June 1 if the CAAS Conference is not convened by July 1.
21. Nominations for any elected position on the Board of Directors must be received by the Secretary-Treasurer before the Annual General Meeting convened at the CAAS Conference or by June 1 if the CAAS Conference is not convened by July 1. Nominations must be in writing and signed by any three regular members of CAAS and by the nominee.
22. No member of the Board of Directors of CAAS shall receive any remuneration by reason of his/her service. However, members of the Board of Directors may be compensated for reasonable expenses incurred in their service to CAAS.
23. Contracts and engagements on behalf of CAAS shall be signed by the Secretary-Treasurer and either the President or Vice-President.
Meetings of the Association
24. The Board of Directors shall call an Annual General Meeting normally convened during the CAAS Conference to inform all members of the activities and plans of the organization, to discuss and, if necessary, to vote on matters related to the activities and plans of the organization, and to conduct elections to the Board of Directors if necessary.
25. Notice of each general meeting together with a notification of the purpose of each meeting shall be mailed to every member of CAAS not less than two months before the date of the proposed meeting.
26. At any general meeting of CAAS, twenty regular members shall constitute a quorum; any question shall be determined by a majority of the votes cast. In the event of a tie vote, the chairperson of the meeting shall have the power to cast the deciding vote.
27. The Board of Directors may call an extraordinary general meeting of the CAAS membership if it deems such a meeting necessary.
Canadian Journal of African Studies (CJAS)
28. The members of the Board of Directors of CAAS shall appoint the Editors of CJAS. The elected members of the Board of Directors at any time may secure the resignation of any of the Editors of CJAS, if they decide that the duties and responsibilities of the position have been seriously neglected. All members of CAAS shall be informed of such resignations, with full explanation, via electronic communication (email and web site).
29. The Board of Directors shall be responsible for the policies and supervision of CJAS.
30. Membership in CAAS includes a subscription to CJAS.
Amendments to the Bylaws
31. The Board of Directors or any three regular members of CAAS may propose bylaw amendments and revisions. Such proposals must be submitted in writing to the Secretary-Treasurer at least thirty days before the date of the Annual General Meeting at which such amendments or revisions could be approved by the regular members of CAAS.
32. The Secretary-Treasurer must inform regular members of CAAS of proposals for bylaw amendment or revision at least fifteen days before the Annual General Meeting.
33. All amendments and revisions to the CAAS Bylaws must be approved by a two-thirds majority vote of the regular members present at the Annual General Meeting. Bylaw amendments and revisions passed at the Annual General Meeting shall be communicated to all members of CAAS within 30 days.
34. Updated versions of the CAAS Bylaws shall appear on the CAAS website.
Revised in May 2014