Society Bylaws

Article 1 - Name and Purpose

  • Section 1: Name. The name of the organization shall be Canadian Cybersecurity Advocacy Society, abbreviated as CCA Society or CCAS.

  • Section 2: Purpose. The Canadian Cybersecurity Advocacy Society shall be incorporated as a Canadian nonprofit society, organized exclusively for the research, education, and advocacy of cybersecurity regulations in Canada.

Article II - Membership

  • Section 1: Membership Application. Application for voting membership shall be open to any person residing in Canada, and being of the full age of 18 years.

  • Section 2: Membership. Voting membership shall be granted upon a majority vote of the Board.

  • Section 3: Membership Fee. Membership dues, if any, and schedule thereof shall be determined by the Board.

  • Section 4: Nonvoting Membership. The Board shall have the authority to establish and define nonvoting categories of membership.

Article III - Membership Meetings

  • Section 1: Annual Meeting. The date of the regular annual meeting shall be set by the Board who shall also set the time and place.

  • Section 2: General Meetings. General meetings may be called by the Chairperson, a simple majority of the Board of Directors, or a simple majority of the society members.

  • Section 3: Notice. Notice of each meeting shall be given to each voting member, by email or by mail, not less than five days before the meeting.

Article IV - Board of Directors

  • Section 1: Board Role, Size, Composition. The Board of Directors or Board is responsible for overall policy and direction of the Canadian Cybersecurity Advocacy Society. The Board shall have up to nine (9) but no fewer than five (5) members. The board receives no compensation other than reimbursement of reasonable expenses.

  • Section 2: Meetings. The Board shall meet monthly, typically the first Saturday of each month, at an agreed upon time and place.

  • Section 3: Board Elections. Board members shall be elected at least annually by the voting members.

  • Section 4: Board Nominations. The voting members shall be responsible for nominating a slate of candidates made up of members in good standing.

  • Section 6: Terms. All Board members shall serve three (3) year terms but are eligible for re-election.

  • Section 7: Quorum. A quorum must be attended by at least three (3) members of the Board before business can be transacted or motions made or passed.

  • Section 8: Notice. An official Board meeting requires that each Board member have written notice at least five (5) days in advance.

  • Section 10: Officers and Duties. There shall be three officers of the Board consisting of a Chair, a Secretary, and a Treasurer. The officers shall be elected by the Board. Their duties are as follows:

    • Section 10-A: Chairperson. The Chair shall convene regularly scheduled Board meetings, shall preside or arrange for other members of the Board to preside at each meeting.

    • Section 10-B: Secretary. The Secretary shall be responsible for keeping records of Canadian Cybersecurity Advocacy Society activities, including taking minutes at all meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each Board member, and assuring that corporate records are maintained.

    • Section 10-C: Treasurer. The Treasurer shall make a report at each Board meeting. Treasurer shall be responsible for developing and reviewing fiscal procedures, preparation of the budget, developing fundraising plans, and making financial information available to Board members and the public. The office of Secretary and Treasurer may be filled by one person.

  • Section 11: Vacancies. When a vacancy on the Board exists, nominations for new members may be received from voting members by the Secretary five (5) days in advance of a Board meeting. These nominations shall be sent out to Board members with the regular Board meeting announcement, to be voted upon at the next Board meeting. Vacancies will be filled to the end of the vacant term.

  • Section 12: Resignation, Termination and Absences. Resignation from the Board must be in writing and received by the Secretary. A Board member shall be dropped if he or she has three unexcused absences from Board meetings in a year. A Board member may be removed for other reasons by a majority vote of the remaining directors.

  • Section 13: Special Meetings. Special meetings of the Board shall be called upon the request of the Chair or one-third of the Board. Notices of special meetings shall be sent out by the Secretary to each Board member five (5) days in advance.

  • Section 14: Remuneration. No officer, director, or member of the society shall receive any remuneration for services.

Article V - Committees

  • Section 1: Committees. The Board may create committees as needed, such as development, public education, finance, advisory, data collection, etc. The Board Chair appoints all committee chairs. Committee chairs must be members of the Board.

Article VI - Finances

  • Section 3: Finances. The Board must approve the annual budget, and all expenditures must be within the budget. Any major change in the budget must be approved by the Board. The fiscal year shall be the calendar year. Monthly reports are required to be submitted to the Board showing income, expenditures and pending income. The financial records shall be made available to the all members, voting or otherwise.

  • Section 3: Borrowing Powers. For the purpose of carrying out its objectives, the society may borrow or raise or secure the payment of money in such manner as it thinks fit, and in particular by the issue of debentures, but this power shall be exercised only under the authority of the society, and in no case shall debentures be issued without the sanction of a special resolution of the society.

Article VII - Amendments

  • Section 1: Amendments. These Bylaws may be amended, when necessary, by a majority of the Board. Proposed amendments must be submitted to the Secretary to be sent out with regular Board announcements.