CITA By-Laws
CANADIAN IMAGING TRADE ASSOCIATION
(Incorporated under Federal Charter on July 22, 1955)
CITA BY-LAWS
Amended:
August 10, 1970
February 6, 1991
February 11, 1997
February 13, 2003
February 16, 2006
CANADIAN IMAGING TRADE ASSOCIATION AIMS AND OBJECTIVES
To promote imaging in all its branches and all levels from pure hobby to an accepted and valuable aid to science.
To promote goodwill, harmony and mutual respect not only among its members, but among all members of the trade.
To conduct investigations and studies for the purpose of gathering information and compiling factual data calculated to be of value to its members or useful in promoting their interests and to distribute such information and data among its members.
To issue such trade publications as the Board of Directors may authorize.
To encourage uniformity and certainty in the customs and usages of the trade.
To endeavour to raise to the highest degree the standards, ethics and practices of the trade and to see through co-operative efforts the correction of any unfair or un-businesslike practices.
To take any action that may be considered necessary and proper to make known the importance of imaging in the economic, scientific and social life of Canada.
To afford facilities for giving representation to the views, opinions and needs of members of the trade throughout Canada.
To act in a united voice speaking for favourable legislation and against unfavourable legislation at all levels of government.
To seek co-operative action in advancing the common purpose of its members and to foster equity in all their relations with the general public and among themselves.
To do anything necessary and proper for the accomplishment of any objectives herein set forth or which shall be recognized as proper lawful objectives of trade associations, all of which shall be consistent with the public interest, as well as in the interest of the trade associations, all of which shall be consistent with the public interest, as well as in the interest of the trade provided, however, that nothing herein contained shall be interpreted as meaning, or shall be used to implement any restrictive trade practices nor shall cause or provision in the by-laws of the Association be used to limit the competitive position of any member or members where such position falls within the limits of the accepted ethics of the trade.
CANADIAN IMAGING TRADE ASSOCIATION BY-LAWS
ARTICLE I - MEMBERSHIP
SECTION 1
There shall be 3 classes of members in the association: Active Members, Associate Members and Honourary Members.
ACTIVE MEMBERS
Any firm or corporation engaged in the manufacture and/or importation and/or wholesale distribution of products within Canada, authorized by the manufacturer, and which the Board of Directors considers are normally sold in significant quantities in Photographic/Imaging stores and Photographic and Imaging departments including Photofinishers and One Hour Retail outlets but not restricted to the above.
ASSOCIATE MEMBERS
Any firm or corporation engaged in the Photo/Imaging and related businesses inclusive of Photofinisher and One Hour outlets but not restrictive to the above who in the opinion of the Board of Directors can contribute to the aims and Objectives of the Association.
HONOURARY MEMBERS
Any individual who, in the opinion of the Board of Directors has contributed substantially to the welfare, prestige or morale of the Photo/Imaging Trade bearing in mind that such memberships - to retain their value - must be sparingly given.
SECTION 2
Any firm or corporation having the qualifications prescribed in Section 1 may apply to the Board of Directors for admission to membership in the Association and may be elected by a resolution passed by at least two thirds (2/3) of the whole Board of Directors.
Each applicant shall agree to subscribe to the objectives of the Association which shall be printed on each application form, and all members shall, on admission to the Association, subscribe to and be governed by the by-laws thereof.
SECTION 3
There shall be no individual members of the Association other than honourary members.
SECTION 4
Any member may withdraw from membership by giving notice in writing to the President, and such withdrawal shall be effective upon fulfillment of all such member's obligations to the Association for the fiscal year in which termination is given.
SECTION 5
Any member who, in the opinion of the Board of Directors, has been guilty of conduct unbecoming a member of the Association may be suspended or expelled from the Association by resolution of the Board of Directors confirmed by the votes of at least two thirds (2/3) of the members at a special meeting accordingly summoned for such purpose. Notice of the intention to suspend or expel a member shall be mailed to each member, including the member suspended or expelled by the Board of Directors, at least thirty (30) days prior to the vote of the members being taken.
SECTION 6
Any member who makes a general assignment of the benefit of creditors, files a petition in bankruptcy, is adjudged a bankrupt or obtains or suffers the appointment of a receiver on grounds of insolvency, shall thereupon cease to be a member of the Association.
ARTICLE II - DUE AND FISCAL YEAR
SECTION 1
Each member shall pay and the Board of Directors shall cause to be collected annual fees, the amount of which shall be fixed by the Directors and approved by a majority of the members present at any regularly called meeting of the Association. Any member admitted to membership during a fiscal year shall pay such fees for the portion of the year as the Directors shall determine. All fees shall be payable forthwith after notification.
SECTION 2
The fiscal year of the Association shall be from January 1st to December 31st.
ARTICLE III - MEETINGS OF THE ASSOCIATION
SECTION 1
There shall be an Annual Meeting of all members of the Association for the purpose of electing directors and officers, receiving the annual report of the Board of Directors, appointing auditors and transacting any other business usually done at an annual meeting. The annual meeting shall be held on such a date and at such time as the Board of Directors shall determine.
SECTION 2
The Board of Directors may call a special meeting of all members of the Association at any time and shall call such a meeting upon receipt at the Head Office of the Association of a written request therefore signed by or on behalf of three or more active members and stating the special objective of convening such meeting; provided that if such any such written request shall not be acted upon by the Board of Directors so as to cause a meeting to be held not more than four weeks after the receipt of such request, such meeting may be called by a majority of the active members requesting the same.
SECTION 3
Notice of the annual or any special meeting of the Association shall be mailed to each member at its or his last recorded address in the books of the Association at least two weeks before the date appointed for the meeting.
SECTION 4
A meeting of the members shall be held at any time and place, without notice, if all the members are present in person or represented thereat, or if the absent members signify in writing their assent to the holding of such meeting.
SECTION 5
Fifteen active members present or represented at the annual meeting of the Association shall constitute a quorum and seven such members shall constitute a quorum at any special meeting.
SECTION 6
The business of the Association shall be conducted on the standards of parliamentary procedure.
SECTION 7
The chairman of a meeting shall not have a vote except in the case of a tie when he shall have a casting vote.
ARTICLE IV - VOTING OF MEMBERS
SECTION 1
Each active member in good standing shall be entitled to one vote on all matters, such vote to be cast by its representative appointed from time to time pursuant to the provisions of Section 2 of this article.
SECTION 2
Each active member shall from time to time appoint an individual to act as its representative with power to vote and act on its behalf in all of the affairs of the Association. A letter of appointment signed by any officer of an active member shall be filed with the Treasurer of the Association and such letter shall be sufficient evidence of the authority of any representative to act for and bind such member.
SECTION 3
Each associate member (through its representatives appointed from time to time pursuant to the provisions of Section 4 of this article) and each honourary member shall have the right to attend and take part in all meetings of the Association but shall not have the right to vote and any provision of these by-laws requiring a vote of the members of the Association shall mean a vote of the active members only; provided that this provision shall not affect the right of an honourary member who has been appointed the representative of an active member under the provisions of Section 2 or this article to vote on behalf of such active member.
SECTION 4
Each associate member shall from time to time appoint an individual to act as its representative with power to act on its behalf in all of the affairs of the Association. A letter of appointment signed by any officer of an associate member shall be filed with the Treasurer of the Association and such letter shall be sufficient evidence of the authority of any representative to act for and bind such member.
ARTICLE V - ELECTION AND APPOINTMENT OF DIRECTORS AND OFFICERS
SECTION 1
The affairs of the Association shall be managed by a Board of not less than nine and not more than twelve Directors, which shall include the officers. A minimum of nine of the Directors shall be active members, and the other Directors may be associate members elected by the membership.
SECTION 2
Until the first annual meeting (but subject to the provisions of Section 4 of this Article) the Board shall be composed of the persons named as first Directors in the Letters Patent incorporating the Association.
SECTION 3
(1) At each annual meeting a Board of Directors and Officers shall be elected in accordance with the provisions of Section 1 of this Article.
(2) The method of electing the Directors and officers shall be as follows:
At least thirty days before each annual meeting the President shall appoint a nominating committee consisting of three members of the Association, none of whom shall be an officer of the Association. The report of the nominating committee shall be sent by mail to each active and associate member at least ten days before the annual meeting and it shall be the privilege of any active member to place in nomination for Director or officer such member as he may desire, provided however that said nominee shall have the endorsement of two active members and shall have signed an acceptance of the said nomination. The election of Directors and officers shall be by ballot and the candidates receiving the majority of votes shall be declared elected, the elected officers automatically becoming Directors.\
SECTION 4
A Director may resign at any time and in the event of a vacancy occurring on the Board of Directors by reason of death, resignation or otherwise the continuing Directors may appoint a member to fill such vacancy and such member shall hold office until the next annual meeting.
ARTICLE VI - MEETING OF BOARD OF DIRECTORS
SECTION 1
Meetings of the Board of Directors may be called by the President or the first Vice President. Special meetings of the Board shall be called at the request of any two members thereof.
SECTION 2
Notice of the time and place of holding of the meetings of the Board of Directors shall be given to every member thereof not later than the second day before the day of the meeting. Provided a quorum be present, a meeting of Directors may be held without notice of each absent Director either has previously consented to its being held in his absence or subsequently ratifies in writing all business transacted thereat, or if it is held immediately following the annual meeting at which they were elected.
SECTION 3
Five Directors shall constitute a quorum for a meeting of the Board of Directors.
SECTION 4
In the absence of the President, the first Vice President shall preside. In the absence of the President and the first Vice President the second Vice President shall preside. In the absence of each of the aforementioned officers the Directors present may choose a chairman for the meeting.
SECTION 5
The chairman of a meeting shall not have a vote except in the case of a tie when he shall have a casting vote.
SECTION 6
Meetings of the Board of directors shall be attended by Directors and a General Manager only, provided that the Board may, by resolution, invite a member or members to be present.
ARTICLE VII - OFFICERS
SECTION 1
The officers of the Association shall be the immediate past President, a President, a first Vice President and a Treasurer all of whom shall be appointed by the members at the annual meeting in accordance with Article V hereof, and shall also be members of the Board of Directors, and shall remain in office until their successors are chosen.
SECTION 2
The President shall be the Chief Executive Officer of the Association and shall generally supervise its business and affairs. He shall preside at meetings of the Association and of the Board of Directors and perform all other duties incidental to his office. In the absence of the President the first Vice President shall perform his duties.
SECTION 3
The Treasurer shall be charged with the overseeing of all funds of the Association. He shall collect fees from members and deposit the same in a chartered bank designated by the Board of Directors and perform all other duties incidental to his office.
SECTION 4
The Board of Directors may appoint a General Manager at such salary as they consider proper, or they may retain the services of an association management company to assist in handling the administrative and clerical affairs of the Association. The General Manager of the Association need not necessarily be a member of the Association.
SECTION 5
The General Manager or a member of the Board of Directors appointed by the President shall keep a record of all meetings.
ARTICLE VIII - SEAL OF EXECUTION OF DOCUMENTS
SECTION 1
The seal, an impression whereof is stamped on the margin of this by-law, shall be the common seal of the Association and shall be kept in the custody of the Treasurer. The seal may be fixed to any document requiring the same by the President and Treasurer and if either of them is absent his place may be taken by any Director. The person or persons so affixing the seal shall sign the certificate, deed or other document in question.
ARTICLE IX - HEAD OFFICE
SECTION 1
The Head Office of the Association will be at such place in the Greater Toronto Area, Ontario, Canada, as the Board of Directors shall from time to time determine.
ARTICLE X - REPEAL, AMENDMENT, ENACTMENT AND SUSPENSION
SECTION 1
These and any other by-laws of the Association, including by-laws providing for the admission, suspension, expulsion or retirement of members and for the imposing of fees, subscriptions and penalties, may be made, repealed, amended or altered in whole or in part by a resolution passed by a majority vote of the active members present at any regularly called meeting of the Association, but no such by-laws, repeal, amendment or alteration shall be enforced or acted upon until the approval of the appropriate government body has been obtained.
SECTION 2
Subject to the approval of the appropriate government body, all the by-laws of the Association heretofore enacted shall be repealed without prejudice to any action heretofore taken thereunder.