- The term « Association » refers to the Montreal Association of Law Libraries.
- The expression « law library » refers to a department or service within a law firm, a business’s legal department, a teaching or government institution, a professional order or an organization whose principal activity is legal librarianship.
- The term « Act » refers to the Companies Act, C.Q.L.R., c. C-38.
- The generic masculine term has been used to simplify the text.
The head office of the Association is located in Montreal.
Purposes of the Association
The Association was created for the purposes of representing technicians and professionals who work in Montreal law libraries. In order to ensure communications and cooperation among its members, the Association organizes activities that perfect their knowledge and allow them to share their experience in topics of current interest in the field of legal information. It also promotes the work of its members and the use of law libraries.
Classes of members
The Association includes four (4) classes of members: active member, associate member, student member and honorary member.
An active member is an individual who:
- works in a law library and is interested in furthering the objectives and the activities of the Association;
- is admitted on compliance with such conditions of membership as are adopted by resolution of the Board of Directors;
- has paid his annual membership fees within the prescribed delay.
The active member is entitled to:
- participate in all activities;
- receive all notices pertaining to members’ meetings; be present and vote at these meetings;
- be eligible to hold office as director of the Association.
An associate member consists of a partnership or a legal person who:
- is interested in furthering the objectives and activities of the Association;
- is admitted on compliance with such conditions of membership as are adopted by resolution of the Board of Directors;
- has been given, upon request, the status of associate member by the Board of Directors.
More specifically, booksellers and legal publishers are also eligible to become associate members.
Upon payment of membership dues, the associate member shall appoint a person acting as his representative and give notice of, in writing, to the secretary of the Association. The representative has the same privileges as an active member, except to:
- be notified or participate in the activities and meetings limited to the active members of the Association;
- vote at the members’ meetings;
- be eligible to hold office as director of the Association.
An associate member may, at any time, replace his representative by sending a written notice to the secretary of the Association.
The representative appointed by an associate member is automatically disqualified if :
- he is dismissed by the associate member who appointed him or
- the associate member who appointed him withdraws or is dismissed.
Section 10 applies to the representative.
Any individual enrolled full time in a certified program related to the objectives and activities of the Association shall be admitted as student member, on compliance with such conditions of membership as are imposed by the Board of Directors. A student member is entitled to participate in all the activities of the Association, to receive notice of and to attend the meetings of members of the Association, but he is not entitled to vote. He is not eligible to hold office as director of the Association.
The Board of Directors may, by resolution, confer an honorary membership of the Association to any individual who has served the Association with his work or who has shown his support for the objectives of the Association. Honorary members are entitled to participate in all the activities of the Association, to receive notice of and to attend the meetings of members of the Association, but they are not entitled to vote and are not eligible to hold office as director of the Association. They are not required to pay a membership fee.
The Board of Directors can, by resolution, determine the annual dues to be paid by the members of each class as well as the payment’s due date. In the case of a resignation or the dismissal of a member, fees are not reimbursable. A member who has not paid the membership dues by the 30th day after the payment’s due date will be removed from the list of members.
A member may resign anytime from the Association by tendering his resignation to the secretary of the Association.
Suspension and removal
The Board of Directors may, by resolution, remove a member or a representative from the membership roll for a pre-determined period of time or even permanently, if he has committed an act harmful to the objectives of the Association, after having given the person subject to removal the right to be heard. The Council’s decision is final and may not be appealed.
MEETINGS OF MEMBERS
The annual meeting will be held at the Association’s head office or at any other location and date as decided by the Board of Directors. The date should be fixed within a period of four (4) months following the end of the Association’s fiscal year.
Special meetings of the members shall be held at such place and on such date as decided by the Board of Directors or by the person(s) convening the meeting. The Board of Directors can call these meetings if they are judged important to the proper administration of the Association’s business.
However, the Board of Directors must call a special meeting of the members, on written request signed by at least one-tenth (1/10) of the active members, and this within ten (10) days following the receipt of this written request.
The request should specify the objective and the matters for this special meeting. Upon default of the Board of Directors to comply within the timeframe, the active members who signed the request may call the special meeting.
Notice of meeting
Notice of every member’s meetings shall be given by mail to each member, sent to their last-known address or by any other electronic means, at least fifteen (15) days before the said meeting.
Notice of the special meeting will include the date, time and location of the meeting. It will also include the topics to be discussed at the meeting; no other topic may come up for discussion during the meeting.
However, if all active members are present, or if the absent members consent to, a meeting may be held without prior notice. The presence of a member at any meeting is deemed to be a waiver of such notice by such member.
No accidental error or omission in giving notice of any meeting to one or more members, or members not receiving notice of meeting, shall invalidate such meeting or void any proceedings taken thereat.
The active members present constitute the quorum for any meeting of the members.
Every active member in good standing shall be entitled to one (1) vote. A vote by proxy is not allowed. In case of equal division of votes, the president has a casting or deciding vote.
Every question submitted to a meeting of members shall be decided by a show of hands except if a member demands a secret ballot. In this case the chairman of the meeting shall appoint two (2) returning officers who shall distribute and collect the ballots, compile the results and convey them to the chairman. Unless there is a provision to the contrary in the Act or in the present bylaw, every question shall be decided by a simple majority (50% +1) of the members having the right to vote.
BOARD OF DIRECTORS
The affairs of the Association shall be managed by an Board of Directors of five (5) members in good standing: the president, the vice-president (designated president), the secretary, the treasurer and the past president as an ex-officio member. If the past president is not able to hold office, the position will not be filled.
The Board of Directors shall determine, by resolution, the duties of the directors and of the past president. The same person may hold more than one office.
The Board of Directors administers the affairs of the Association, makes, in its name, any contract which the Association is allowed to in the Act, and generally may exercise all such other powers and do all such other acts and things as the Association is by its letters patent or bylaw authorized to exercise and do.
The Board of Directors may, on occasion, authorize expenses aimed at furthering the objectives of the Association.
The Board of Directors may take any and all measures deemed necessary to allow the Association to acquire, accept, solicit or receive any bequests, donations, subsidies and sponsorships to further the objectives of the Association.
Term of office
The directors are elected for four (4) years or three (3) years according to the position by the members of the Association at the Annual meeting.
During the third year of his mandate, the vice-president (designated president) becomes the president of the Association. He remains president of the Association during the fourth year of his mandate. He will be named past president for the fifth year and will remain in office during the sixth year.
Alternating, we will elect one year the vice-president (designated president) and the secretary and the following year, the treasurer.
A director remains in office until the expiration of his term or until a replacement has been nominated by the Board of Directors or elected at the Annual meeting.
Only active members in good standing shall be eligible for election as directors. Directors are eligible for re-election at the end of their term of office.
Withdrawal of a director
A director ceases to be part of the Board of Directors and to hold office by reason of:
- resignation in writing to the Board of Directors, either to the president or the secretary or during a meeting of the Board of Directors,
- death, insolvency or declared incompetent by a tribunal,
- no longer has the required qualifications,
- is dismissed by the Board of Directors by resolution voted in by two-thirds of the members present. They may do so if the director’s conduct has been judged by the Board of Directors to be prejudicial to the Association.
- If the office of president becomes vacant for one of the reasons mentioned in section 21, the title, duties and obligations of the president will be assumed by the vice-president (designated president) for the remainder of the term. If the length of the term to complete is less than half of a term, the designated president shall thereafter serve a full term as a president.
- If the vice-president (designated president) cannot succeed at the office of president, the title, duties and obligations shall be assumed by the past president. A vacancy at the office of vice-president (designated president) shall be assumed by one of the directors for the remainder of the unexpired term of his predecessor. In such a case, if the past president cannot hold the office as president for one of the reasons mentioned in section 21, the remaining directors of the Association will hold then the offices of president and vice-president (designated president).
- If the past president is not able to hold office for the duration of his mandate for one of the reasons mentioned in section 21, his position will not be filled.
- For any other vacancy, the Board of Directors may, by resolution, fill the replacement by a director or a member of the Association. This director or member remains in office for the unexpired term of his predecessor. During a vacancy, the Board of Directors can continue to function so long as a quorum exists.
The directors are not remunerated for their services.
The directors, during or after their term of office, are indemnified and reimbursed by the Association for all costs and expenses incurred in the event of a legal action taken against them in respect of any act done or permitted by them, in or about the execution of the duties of their office except for any act done by their own neglect or default.
To acquit theses sums, the Association may subscribe to liability insurance.
Conflict of interest
Every director shall not put himself in conflict of interest between his personal interests and his Association’s director’s duties.
BOARD OF DIRECTORS MEETINGS
Number of meetings, notice and place
The meetings of the Board of Directors are called up by the secretary upon request of the president as often as necessary but at least four (4) times a year. Meetings are held at any place determined by the president or the Board of Directors.
Notice of the meeting
Notice of a meeting of the Board of Directors is sent to each director. The notice shall be sent at least one (1) day prior to the meeting. The presence of a director at any meeting of the Board of Directors is deemed to be a waiver of such notice by such director.
Quorum and vote
Three (3) directors constitute a quorum at all meetings of the Board of Directors. All questions are decided by majority vote of presents members and forming quorum. In case of equal division of votes, the president has a casting or deciding vote.
A written resolution signed by all directors, is as valid as if it had been adopted at a meeting of the Board of Directors duly convened and hold. Such a resolution shall be inserted into the minute’s book of the Association with regular minutes.
Other mode of meeting
Directors may, with everyone’s consent, participate in a meeting of the Board of Directors by any means that enables all participants to communicate among themselves. Participating directors are deemed to be present at such meeting.
The Board of Directors may create committees as needed, for specific purposes and periods. Such committees report directly to the Board of Directors, and shall be dissolved automatically on the completion of their mandate.
The president is the chief director of the Association. He shall preside at meetings of the Board of Directors and of the members of the Association. He shall see that all orders and resolutions of the Board of Directors are carried out, will sign all documents requiring his signature and will fulfill all the obligations and tasks as set out by the Board of Directors. Only directors holding office for at least one year are eligible for the office of president.
The past president advises the president and replaces him during his absence.
Vice-president (designated president)
The vice-president (designated president) assists the president in his duties. He shall organize activities or conferences and manage the Association’s e-mail account.
The secretary shall attend meetings of members, and of the Board of Directors; he shall be responsible for keeping the minutes of all proceedings at such meetings. He shall perform such other duties as may from time to time be prescribed by the Board of Directors or the bylaw. He is responsible for keeping the Association’s registers and all other corporate registers. He is responsible for the Association’s web site, as well as its archives.
The treasurer shall be responsible for the custody of the funds of the Association as well as of their accounting books. He shall keep full and accurate account of all assets, liabilities, receipts and disbursements of the Association in the books of the Association. He shall deposit all monetary assets of the Association in such financial institutions as are approved by the Board of Directors.
NOMINATION OF THE DIRECTORS
The Board of Directors shall provide every member of the Association, in a reasonable time period before the date of the annual meeting of members, a nomination form. The members may submit the candidacy of one or more persons eligible for the position of director, by returning one (1) nomination form per candidate to the Board of Directors. The nomination form shall include the name of the candidate as well as his written consent to the nomination.
Nominations shall cease fifteen (15) days at the latest before the date of the annual meeting of members. No nomination will be accepted after this date.
List of nominations
The Board of Directors prepares and submits to the President the list of all candidates eligible for directors’ positions, and who have submitted their nomination form within the prescribed time period.
Presentation of the list
The list of candidates is presented to the members during the annual meeting.
The directors are chosen from the list of candidates presented by the Board of Directors at the annual meeting of the members.
If the number of candidates is equal to or less than the number of positions to be filled, the candidates shall be elected by acclamation.
If the number of candidates exceeds the number of positions to be filled, the election shall proceed as follows:
- the chairman of the meeting of members appoints a president of the election and two (2) returning officers from amongst the members of the Association;
- the president of election distributes to the members present a voting ballot which includes the name of the candidates;
- the president of election as well as the returning officers will collect the ballots, compile the results and then transmit these results to the chairman of the meeting.
If the number of candidates is less than the number of positions to be filled, the Board of Directors has the authority, for a period of sixty (60) days, to solicit and appoint candidates for positions left vacant.
The Association’s fiscal year starts on June 1st of every year.
Bills of exchange
All promissory notes, checks, and other bills of exchange of the Association shall be signed by such persons authorized by the Board of Directors to do so.
Contracts and any other documents requiring the Association’s signature must first be approved by the Board of Directors. Following such approval, the documents shall be signed by the president or any other person authorized by the Board of Directors to do so.
AMENDMENTS TO THE BY-LAW
Amendments, repeals, enactments
The Board of Directors has the power to repeal, amend or enact all by-laws. These repeals, amendments or enactments will be in force until the next general meeting of the members, unless in the meantime ratified at a special meeting of the members. If these repeals, amendments or enactments have not been ratified by simple majority vote at the annual meeting or special meeting, it will cease to be in force as of this day.
All previous by-laws of the Association are hereby repealed.