Constitution & By-laws Project

In June 2009, the government of Canada introduced new legislation designed to strengthen the country’s volunteer sector – a significant part of the Canadian economy of which the Air Force Association of Canada is a part.

On 17 October 2011, the new legislation was officially enforced, providing all organizations and associations incorporated by federal statutes and/or letters patent with three years to apply for a letter of continuance or be dissolved.

During the Annual General Meeting (AGM) 2012 in Hamilton, Ontario, the members and accredited delegates were asked to confirm their preference to seek a letter of continuance for the Air Force Association of Canada. The vote was unanimous in favour of pursuing a letter of continuance, essentially confirming the Air Force Association of Canada’s desire to comply with the Canada Not-for-Profit Corporations Act. Compliance requires two things, of the association’s members: first, submission of articles of continuance; and, secondly, drafting of a new constitution and by-laws. Both steps are necessary to ensure the association complies with the new federal legislation.

Revisions are needed in respect of three significant areas, and a number of less significant but still important areas. The three significant areas concern: categories of membership; the make-up of the board of directors (National Executive Council); and, election processes. The less significant but important areas are identified below.

Article 127(1) of the new legislation, known as the Canada Not-for-Profit Corporations Act (CNCA), charges the directors of the Air Force Association of Canada to do certain things, following issuance of a certificate of (continuance) incorporation. In anticipation of that event, the national executive council is seeking members who might like to volunteer to serve on one or more sub-committees the aim of which would be to begin building a new set of by-laws updated to reflect the new Canada Not-for-Profit Corporations Act (CNCA).

The work of these sub-committees would be presented to the directors and officers of the association by 01 September 2013, and then presented to the assembled delegates at the annual general meeting several weeks later in mid-October 2013, for their initial consideration. Thereafter, the NEC would seek final approval of the proposals in time to publish the association’s new constitution and by-laws by 01 April 2014 – the 90th anniversary of the creation of the Royal Canadian Air Force.

The sub-committees would be asked to focus primarily on each and every article in the new CNCA that begins with the words “Subject to the articles, the by-laws and any unanimous member agreement…”, or the other phrases identified below. These are the words that signal some room exists for each association to define their own association-specific needs. These exact words occur in three articles in the new Act:

  • Article 30 – Annual Contributions or Dues;
  • Article 142 – Officers; and
  • Article 143(1) – Remuneration.

Furthermore, the words “Subject to the by-laws…” occur here:

  • Article 131(1) – Statement of Director;
  • Article 136(7) – Participation; and
  • Article 143(2) – Services Performed in Other Capacity.

Also, the words “…by-laws…” in the context that suggests of additional options, occur here:

  • Article 126(2) – Membership;
  • Article 132(5) – Member filling vacancy;
  • Article 136 – Meeting of Directors;
  • Article 136(3) – Notice of Meeting;
  • Article 137 – Consensus;
  • Article 144 – Indemnification;
  • Article 152(1) – By-laws;
  • Article 154(1) – Conditions of Membership;
  • Article 154(2) – Classes of Membership;
  • Article 154(8) – Transfer of Membership;
  • Article 155 – Issuance of Memberships;
  • Article 156 – Termination of Membership;
  • Article 159 – Place of Meetings;
  • Article 159(4) – Participation in meeting by electronic means;
  • Article 159(5) – Meeting held by electronic means;
  • Article 162 – Notice provided for in by-laws;
  • Article 163(4) – Payment;
  • Article 163(5) – Proposal Nominating Directors;
  • Article 164 – Quorum Set in By-laws;
  • Article 167(1) – Requisition of Meeting;
  • Article 171(1) – Absentee voting;
  • Article 267(a) – Creation and provision of information;

The requirement to address the three significant areas was first raised with the board of directors in 2004. In late 2011 the government of Canada provided associations with a web-site and a letter of continuance application portal specifically designed to provide associations the means to design their own Articles of Continuance (not a constitution per se) entirely consistent with the new federal legislation, thus avoiding all legal costs that would otherwise be required, before a new constitution & by-laws could be approved. A draft Articles of Continuance has been prepared for the membership, and will be sent to the government of Canada once the accredited delegates at the annual general meeting confirm their desire to seek a Letter of Continuance. The Letter of Continuance process does not obviate the need to revise our constitution and by-laws. That will require a separate process. Therefore, anyone who wishes to help with this separate process or project, your help would be very much appreciated. If you are interested in helping to shape the future affairs of your Air Force Association of Canada, volunteer to serve on a constitution sub-committee. We could use your help. The process should not be overly complicated. The context of each article (above) would benefit from a comparison with our current constitution. Sub-committees would then be encouraged to seek the advice of the NEC, after which the sub-committee could then draft a new version of the Air Force Association of Canada relevant constitution and by-laws articles for the approval of the members at a subsequent meeting of the association, as presented to them by the NEC. Write to director@airforce.ca today if you are interested in helping with this process. The above list may not constitute the entire list of articles requiring review.