BYLAWS FOR CANADIAN NATIONAL ASSOCIATION OF REAL ESTATE APPRAISERS

Amended October 19, 2022

Article 1 – Name of the Association

Section 1-1
The name of the corporation shall be:
The Canadian National Association of Real Estate Appraisers, herein referred to as “the Association” or “CNAREA”

Article 2 – Head Office

Section 2-1
Until changed in accordance with the bylaws, the head office of the association, shall be,
Unit #1 – 97 Hanna Court S. Belleville, Ontario K8P 5H2

Section 2-2
The board of directors of the association shall, at the appropriate annual meeting, appoint an accountant to prepare the annual financial statements of the association.

Section 2-3
The financial year of the association will be May 31 of each year, unless otherwise ordered by the board of directors. The membership year of the association will be June 1 of each year unless otherwise ordered by the board of directors.

Section 2-4
The seal, shall be the seal of the association. The custodian of the association seal shall be the Chief Executive Officer (hereafter “CEO”) at the administration office.

Article 3 – Organization

Definitions and interpretations

  1. “Active Independent Fee Appraiser” is defined as: “A designated member in good standing and who works as a Fee Appraiser and not with, or for industry partners and is not a designated member of another Canadian National Appraisal Association”.

Section 3-1
The association shall function nationally and internationally. It may extend the privileges of membership to any individual actively involved in the profession of real property appraisal or any other related profession or activity.

Section 3-2
The elected officers of the association shall be a President, a Vice President, a Secretary, and Treasurer.  At the discretion of the President, the positions of Secretary and Treasurer can be combined and considered as one position with one director responsible for both positions, to then be called Secretary/Treasurer.

Section 3-3
The association shall have a board of directors consisting of a maximum of seven (7) elected members of the association with voting rights. These members of the board of directors shall include a President, Vice President, a Secretary, a Treasurer, and up to three (3) national directors. The president and elected Directors shall have a two (2) year term. The Immediate Past-President shall serve on the Board for a term of one year and shall act in an advisory capacity with no voting rights. The Immediate Past-President position is limited to a one (1) year term in total.

At the Annual General Meetings in the even numbered years, elections will be held for a President and three (3) directors, and in the odd numbered years an election will be held for three (3) directors.

The Board of Directors may also have a maximum of four (4), non-voting, appointed members who shall be appointed by the President, and approved by majority vote of the elected members of the Board of Directors, on an annual basis. The appointed members shall consist of; CNAREA’s representative on The Appraisal Foundation Advisory Committee (TAFAC), a representative from the American Society of Appraisers (ASA), representatives from other organizations as dictated by contract or agreement and individuals that can assist and advise the Board of Directors as needed.

Should a member from Quebec not be elected to the Board of Directors the President shall appoint the chair of the Quebec Affairs ad hoc committee to the Board. This appointed position shall be in addition to the existing four (4) appointed positions and shall be for a one-year term.

Once appointed to the board, the chair of the Quebec Affairs ad hoc committee shall have voting rights on all Quebec and French language matters.

Appointed Directors must be members in good standing with the Association.

Section 3-4

A quorum for the board of directors shall be a minimum of five (5) elected directors.  Elected directors must be designated appraiser members of the association, must be members in good standing, must be individuals, must have power under law to contract. The elected directors must be an active independent fee appraiser member.  Retired designated members may serve on the board of directors if they have been properly elected in accordance with these bylaws. The elected members of the board of directors shall be nominated and elected by the voting members of the association each year at the annual general meeting of the association.

To be eligible to run for the Board of Directors a nominee must be present at the Annual General Meeting (AGM) either in person or in attendance virtually.

The board of directors of the association shall perform the duties prescribed by these bylaws.

Any director may, at any time, be removed from the board, by a majority vote of membership at the Annual General Meeting or a Special Meeting of the membership.

Section 3-5
The President of CNAREA shall be elected at an annual general meeting of the association. Only a duly elected, present member of the current board of directors is eligible to become President.  The other officers of the association shall be appointed by the President with a majority vote of the elected directors, at the first meeting of the board of directors following the annual general meeting of the association.

Section 3-6
The President of the association shall hold office for two (2) years following from the date of his or her election. The Vice President, Treasurer, and Secretary shall hold office for one year (1) following from the date of their election and appointment, or until the election and appointment of their successors in their stead.

Section 3-7
The CEO of the association shall be appointed by the President with a majority vote of the elected directors. Should the CEO be unable to act in the role or should the position become vacant an “Acting CEO” will be appointed by the President. The “Acting CEO” shall carry out the functions of the CEO as stated in the CNAREA By-Laws and as required for the continued operation of the Association.

Section 3-8
The Executive Director of the association shall be appointed by the President and the CEO, with a majority vote of the elected directors.

Section 3-9
The banking business of the Corporation shall be transacted at such bank, trust company or other firm or corporation carrying on a banking business in Canada or elsewhere as the board of directors may designate, appoint, or authorize from time to time by resolution. Signing Authorities are as follows:

Any two of the CEO, President, Treasurer, Executive Director, Executive Assistant. shall have signing authority for all financial matters, except borrow money, up to and including $10,000.00.

Any two of the CEO, President, Treasurer, Executive Director with one being the CEO or President shall have the signing authority for all financial matters over $10,000.00 and borrow money on behalf of the association for continued operation of the association.

Should one individual hold more than one of the positions indicated above a second signatory is required. 

Section 3-10
The Association shall have the following standing committees:

    1. Membership and admissions committee
    2. Bylaws committee
    3. Ethics, professional standards, and discipline committee
    4. Education committee
    5. Nominating committee
    6. Fiscal policy and budget committee
    7. Long range planning committee

The President shall create other standing committees as deemed necessary for the continued operation of the association and shall be an ex officio member of all committees of the association.

The President shall select the chairperson of each standing committee.

Unless otherwise stated in these bylaws, each standing committee shall have a minimum of two (2) members, plus a chairperson. Each member of a standing committee shall be appointed by the chairperson, for a one (1) year term. Any vacancy occurring in the membership of a standing committee, during that one (1) year term, shall be filled by appointment by the President. The replacement committee member shall serve for the remainder of the original term of the member being replaced.

Section 3-11
Chapters of the association may be organized in any geographical location, subject to approval by a unanimous vote of the board of directors. A group of a minimum of 3 designated appraiser members may apply to the CEO for the formation of a chapter. They should first elect a President pro-tem who shall:

    1. Request from the CEO, a chapter charter application form
    2. Upon receipt of this, have the form completed by the applicants
    3. Return the charter application form to the CEO
    4. All chapter application forms must be considered for approval and acted upon by the board of directors within forty (40) days from the time that the application is received.
    5. The chapter in formation shall hold an election meeting to elect a President elect, a Vice President elect, and a Secretary/Treasurer elect. These officers will transact such business as may come before the chapter in formation until the initial official meeting of the chapter, once approved by the board of directors.

Within forty (40) days upon receipt of the approved chapter charter, the new chapter shall hold a meeting and the officers elect will assume their respective positions.

Section 3-12
Chapters shall hold elections for at least the offices of President, Vice President, and Secretary/Treasurer once per year on or before June 1st of each year and the said elected officers shall take office immediately after their election.

Section 3-13
Each chapter and its members must abide by the bylaws of the association.

Section 3-14
Officers of a chapter must be designated appraiser members, in good standing, of the association.

Section 3-15
A chapter charter may be removed for due cause, at any time, by a majority vote of the entire board of directors.

Article 4 – Code of Ethics

Section 4-1
The code of ethics shall be established by the association and may be altered, modified, amended, or repealed by a majority vote of the board of directors.

Section 4-2
The entire membership of the association, individually or collectively, shall observe the code of ethics and the bylaws of the association in all respects and at all times. All members shall conduct themselves at all times in a manner beneficial to the association and the appraisal profession in general, and to the public in particular.

Section 4-3
It is unethical for any member of the association:

  1. To conduct themselves in a manner that may jeopardize the professional status or the reputation of the association, or any member of the association.
  2. To act in a manner that is misleading or fraudulent.
  3. To use misleading information in the course of practicing their profession as an appraiser.
  4. To engage in any illegal activity that might adversely reflect on the association, themselves, their profession, or the reputation of another member of the association
  5. To claim or represent professional qualifications, including educational status, which they have not officially obtained and have not been officially awarded.
  6. To further the application of admission, to the association, of another person known by said member to be unqualified in respect to character, education, or other relevant attribute.
  7. To maliciously injure or attempt to injure the professional reputation or business prospects of another member.
  8. To violate any provision, circumvent, and or contravene any provision of the code of ethics or the bylaws of the association, personally or through the actions of others.
  9. To engage in conduct involving dishonesty, fraud, deceit, or misrepresentation.
  10. To fail to report any violations of the code of ethics of the association when personally aware of such a violation.
  11. To submit any misleading or false information to any duly authorized committee of the association when information is requested by such a committee.
  12. To fail or refuse to submit any unprivileged information, appraisal report, or any related information when requested to do so by a duly authorized committee of the association, acting in their capacity in the enforcement of the code of ethics of the association.
  13. To refuse to co-operate with the association in any matter relating to the carrying out of its responsibilities to the public at large.
  14. For any member serving the association in any capacity, to disclose or utilize any confidential information obtained in connection with such a service.
  15. To refer to the association or the professional designations of the association, in a manner that is misleading, or to use or display the registered trademarks, logos, or emblems of the association in a manner that might be contrary to the association’s bylaws.
  16. It is unethical for any member who holds a public office or who is employed by a government body or institution, to use their position in that public office or that government body knowing such an action is not in the public interest.
  17. It is unethical for any member of the association to withhold from, and not disclose to the association any unprivileged information regarding another member who has been disciplined, or removed from the roles of an allied or professional organization or licensing agency for violation of their rules and or regulations.

Section 4-4
When performing appraisal services, all members shall comply with the current Uniform Standards of Professional Appraisal Practice (USPAP) as promulgated by the Appraisal Foundation.

Article 5 – Conditions of Membership

Definitions and interpretations

  1. “Appraiser” (real estate appraiser, real property appraiser) means a member in good standing who holds the professional designation DAR, or DAC.
  2. “Member in good standing” refers to any member that meets all requirements for membership, education, and continuing education.

Section 5-1
Membership in the association, at any membership level, requires as a minimum that all persons be of legal age, of good character, and hold a high school graduation certificate at the university entrance level.

Section 5-2
All Candidate and Designated members agree in writing by their signing of the association’s official application form, to be governed by and uphold the bylaws and code of ethics of the association, and comply with the continuing education requirements of the association.

Section 5-3
All members shall be deemed to have agreed to accept and abide by the bylaws and the code of ethics of the association, and any amendments thereof, upon signing the membership application form or upon the payment of the annual dues to the association. Proof of a member’s agreement to abide by the bylaws and code of ethics of the association is considered to be the member’s signing of the member’s membership application and therefore the signature indicated on that membership application, or the payment of the annual dues to the association.

Section 5-4
Membership is held on an annual basis running from June 1 to May 31 of the following year. Any member who has not paid the prescribed annual dues by midnight May 31 of any membership year will be deemed to no longer be a member and will no longer have any membership rights as stated in these bylaws.

Section 5-5
All designated and candidate members of the association must provide proof of current errors and omissions insurance coverage from a licensed Canadian Insurance company and Brokerage.

Article 6 – Membership Designations

Definitions and interpretations

1. “Appraiser” or “appraiser member” means a member in good standing who holds the professional designation of the association, DAR or DAC.

2A. “Supervisor” of a single Candidate Member means an appraiser member in good standing who holds the professional designations of the association, DAR or DAC and has a minimum of two (2) years’ experience as a designated appraiser.

2B. “Supervisor” of 2-4 Candidate Members means an appraiser member in good standing who holds the professional designations of the association, DAR and Certified Appraisal Reviewer, or the DAC and Certified Appraisal Reviewer.

3. “Reserve Planner Member” means a member in good standing who holds the professional designation of the association, DAR or DAC, and DRP.

Section 6-1
The association shall maintain seven (7) levels of membership:

  1. Associate (AM) – Includes members with “Residential Appraisal Analyst” Certification (Formerly CMAR)
  2. Candidate Non-Fee (CM – Non-Fee)
  3. Candidate (CM)
  4. Designated Appraiser Residential (DAR)
  5. Designated Appraiser Commercial (DAC)
  6. Designated Reserve Planner (DRP)
  7. Certified Appraisal Reviewer

Section 6-2
Associate membership encompasses all persons who meet the basic membership requirements and who have an interest in the appraisal profession or work with professional appraisers, but are not engaged in fee appraisal assignments and are not intending to become an appraiser. Associate members shall have no voting rights.

Associate Members are not permitted to use the CNAREA logo in any way, in connection with any appraisal assignment, accompanying their individual names on their letterhead, business card, or in directories, and other such media of expression.

Associate members agree to uphold the bylaws and code of ethics of the association.

Section 6-3
Candidate Non-Fee membership is extended to all persons who meet the basic membership requirements, who are interested in pursuing a career in real property appraising and who are interested in furthering their education but do not have a qualified Supervisor.

Candidate Non-Fee members shall have no voting rights. A Candidate Non-Fee member may not be appointed to the Board of directors.

Candidate Non-Fee members are not permitted to complete any appraisal related activities or assignments.  As such, there are no requirements for Candidate Non-Fee members to carry E&O Insurance.

All Candidate Non-Fee members are expected to advance to Candidate Member within four (4) years of becoming a Candidate Non-Fee member.  Any Candidate Non-Fee member who has not advanced to Candidate within four (4) years of becoming a Candidate Non-Fee member will be subject to a Membership and Education review.

Candidate Non-Fee members shall be permitted to refer to their Candidate Non-Fee membership when requested to do so for employment purposes in the following manner: “Candidate Non-Fee Member”

Section 6-4

Candidate membership is extended to all persons who meet the basic membership requirements and who are interested in pursuing a career in real property appraising and who are interested in furthering their education and experience with the goal of earning a professional appraisal designation.

Candidate members shall have no voting rights. A Candidate member may be appointed to the Board of directors as a non-voting member.

All Candidate members must be supervised by a qualified supervisor. Candidate members are not permitted to complete any appraisal related activities or assignments without the review and signature of a qualified supervisor.

At the time of joining CNAREA, all Candidate members must specify their supervisor on their application form. All Candidate members must further immediately advise the CNAREA office if and when that supervisor changes.

All Candidate members are expected to advance to Designated Appraiser Residential (DAR) within four (4) years of becoming a Candidate. Any Candidate member who has not advanced to DAR within four (4) years of becoming a Candidate member will be subject to a Membership and Education review.

Candidate members shall be permitted to refer to their Candidate membership when requested to do so for employment purposes and in their qualifications in an appraisal report in the following manner:

“Candidate member”
“Canadian National Association of Real Estate Appraisers” (CNAREA)

Section 6-5
Designated Appraiser Residential membership is extended to any person who has met the basic membership requirements and has:

  1. Completed the required CNAREA Designated Appraiser Residential (DAR) education program, or its equivalent
  2. Completed a minimum of two years appraisal experience
  3. The Candidate’s Supervisor is to provide a statement of competency
  4. Submitted two (2) residential appraisal reports for review.
  5. Successfully completed the prescribed final examination.

Section 6-6
DAR members are permitted to perform appraisal and consultation assignments of residential properties consisting of no more than four (4) housing units.

DAR members are also permitted to perform appraisal and consultation assignments of “Mixed-use Properties” in accordance with CNAREA policies and procedures and acting in compliance with the competency rule as stated in the current Uniform Standards of Professional Appraisal Practice (USPAP).

Section 6-7
Designated Appraiser Commercial membership is extended to any person who has met the basic requirements of membership and has:

  1. Attained the status of Designated Appraiser Residential (DAR) or the equivalent
  2. Completed the required CNAREA Designated Appraisal Commercial (DAC) education program, or its equivalent
  3. Completed a minimum of five (5) years of full-time appraisal experience
  4. Submitted two (2) commercial working narrative appraisal reports for review
  5. Successfully completed the prescribed final examination.

DAC members are permitted to perform appraisal and consultation assignments of all types of real property.

Section 6-8
Designated Reserve Planner is extended to any person who has met the basic membership requirements and who has:

  1. Attained the status of Designated Appraiser Residential (DAR) or Designated Appraiser Commercial (DAC)
  2. Completed the required CNAREA Designated Reserve Planner (DRP) education program

DRP members are permitted to perform appraisal and consultation assignments of all types of condominium or strata types of real property.

Section 6-9
Certified Appraisal Reviewer membership is extended to any person who has met the basic requirements of membership and who has:

  1. A minimum of the DAR professional designation of CNAREA
  2. Completed the required CNAREA Certified Appraisal reviewer education program
  3. Submitted two (2) field or working appraisal review reports for review

Certified Appraisal Reviewer members are permitted to perform appraisal review assignments for all types of real property residential and or commercial appraisal reports.

Certified Appraisal Reviewer members agree in writing by their signing of the association’s official application form, to be governed by and uphold the bylaws and code of ethics of the association, and comply with the continuing education requirements of the association.

Section 6-10
Any candidate or designated member in good standing shall be permitted to use the CNAREA logo or seals accompanying their individual names on their letterheads, business cards, and in directories and other such media of expression to denote the degree of proficiency attained.  All acknowledgments of the candidate or designated membership must be on an individual basis only.  Personal letterhead, stationery, and other means of written communication shall not, in any way, imply or infer that a member’s firm, business, organization, or agency is a member of the association.

Section 6-11
The association continuing education program cycle begins June 1 of the year following the date a person becomes a member of the Association and runs every two (2) years thence to the next June 1.

Section 6-12
A retired member is considered to be any designated member who has retired from active appraisal practice. A retired member shall have the right to vote and to hold office in the association. A retired member shall pay a membership fee equal to the membership fee of Associate membership. A retired member may use a professional designation awarded to them by the association for any purpose other than in connection with any appraisal or review assignment.

Article 7 – Complaints against Members, Reprimand, Suspension, and Expulsion

Definitions and interpretations:

  1. “Complaint” means allegation(s) or evidence of professional misconduct constituting a breach of the Association’s code of ethics, or bylaws.
  2. “Conduct review board” means a board called by the president of the Association, made up of members of the Association as set out in the Conduct Review Board Rules of Procedure.
  3.  “Association” means the Canadian National Association of Real Estate Appraisers.
  4. “Member” means any person defined as a member by a specific bylaw of the Association

Section 7-1
Conduct by a member of the Association which shows professional dishonesty, a lack of integrity, or otherwise reflects poorly on the Association and the profession, or conduct which constitutes a breach of the Association’s bylaws or code of ethics shall constitute grounds for discipline under these bylaws, which can take the form of admonishment, reprimand, suspension, expulsion of the Member from the Association, demotion or removal of the Member’s designation within the Association.

Section 7-2
Grounds for Discipline:

  1. conviction of a Criminal Offense;
  2. a finding in a court of competent jurisdiction of professional negligence;
  3. breach of the bylaws, ethical rules or standards of the Association
  4. refusing or neglecting to act in accordance with, or abide by, the decisions of the Association
  5. a finding of discreditable conduct which tends to bring the profession or Association into disrepute;
  6. non-payment of dues;
  7. failure to complete approved continuing education courses as prescribed by the bylaws;

Section 7-3
The Association maintains the absolute discretion to mete out discipline as it sees fit taking into account factors including but not limited to the seriousness of the breach, the compliance record of the Member, whether the Member’s accepts responsibility, the financial impact of the breach and whether the conduct in question is unethical.  The Association’s findings along with the discipline imposed and the name of the Member will be available to the members of the Association.

Section 7-4
The CEO shall determine whether misconduct in a Complaint merits review by the Ethics, Professional Standards, and Discipline committee (hereafter the “Discipline Committee”).  If the CEO determines that the Complaint merits review by the Discipline Committee, the CEO shall conduct an investigation and deliver a report to the Discipline Committee.  In carrying out the investigation, the CEO may review relevant documents, speak to individuals with knowledge of the circumstances underlying the Complaint and will give the member the opportunity to provide a statement and/or any documents the member considers relevant to consideration of the Complaint, as set out in Section 7-5 herein.

Section 7-5
In giving the member notice of the Complaint, the CEO shall advise the member of the nature of the alleged misconduct, including a copy of any written complaint as applicable. The CEO of the Association must also include in such a notice the nature of the misconduct alleged, as well as copies of any documents the CEO has considered, so that the member can respond. The member shall be given an opportunity to respond to the Complaint, including the opportunity to speak with the CEO and provide documents which are relevant to consideration of the Complaint. The member is not required to respond to the Complaint.

Section 7-6
If the CEO forwards the Complaint to the Discipline Committee, the CEO will forward to the Discipline Committee a summary of facts and documents that the CEO considers relevant to the Complaint, including both inculpatory and exculpatory information and/or documents.  The Discipline Committee shall consider the information and/or documents and provide a recommendation to the CEO outlining (a) whether the Discipline Committee believes that the member has engaged in misconduct under the bylaws, standards or ethical rules of the Association; (b) if so, whether the Discipline Committee recommends disciplinary action against the member; and (c) if so what disciplinary action the Committee recommends.   The CEO shall review and consider the recommendation of the Discipline Committee and make a disciplinary decision (the “Decision”).  The CEO will deliver the Decision in writing to the member, outlining the findings of the CEO and the Discipline Committee and, if the CEO has decided to discipline the member, a description of the discipline against the member. If the CEO has a perceived or actual conflict of interest which may affect the CEO’s impartiality, of if the CEO is unable to act for other reason, the CEO may delegate their responsibilities under this section to another member of CNAREA’s executive.

Section 7-7
The member shall have 21 days from receipt of the Decision to request a review of the Decision by the Conduct Review Board.   The appeal before the Conduct Review Board (the “Appeal”), shall be undertaken in accordance with the Conduct Review Board Rules of Procedure, which are adopted and form part of these bylaws (the “Procedures”).  Once the member has given notice of the Appeal, the CEO shall deliver to the member a copy of the Procedures and acknowledge that the Appeal has been commenced.  The Appeal shall then be undertaken in accordance with the Procedures.

Section 7-8
The Decision shall be kept confidential in the event the member pursues an Appeal.  The Appeal decision will be available to the members of the Association after it is rendered by the Conduct Review Board.  If the member does not appeal the Decision, then the Decision will be made available to the members of the Association.

Section 7-9
The decision of the Conduct Review Board is final. It is the duty of members to comply with the directions and requests of the Conduct Review Board and the failure of any member to comply with any direction or request from the Conduct Review Board , without justifiable reason, will constitute a breach of the Association bylaws and may result in disciplinary action against that member.

Section 7-10
In every step of the disciplinary process all dialogue and communication between the member and the association must be recorded either by email, audio, video, or another format, as determined by CNAREA’s authorized personnel, committees, and other bodies in the disciplinary process, that is time stamped and will be stored for retrieval. Refusal to cooperate with these bodies in the disciplinary process is a breach of the CNAREA Code of Ethics.

Article 8 – Duties of the Officers

Section 8-1
President
The President shall preside at all national meetings of the members and of the Board of Directors of the association. The President may sign, with any other proper officer of the Association, instruments authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the elected members of the Board of Directors of the Association. In general, the President shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors. The President shall be an ex officio member of all committees of the association.

Section 8-2
Vice President
In the absence of the President or in the event of the President’s inability or refusal to act, the Vice President shall perform the duties of the President. When so acting, the Vice President shall have all the powers of the President and be subject to bylaws of the association. The Vice President shall perform such other duties as may be assigned by the President and the elected members of the Board of Directors.

Section 8-3
Secretary
The Secretary shall keep the minutes of the meetings of the general membership and of the board of directors of the association in one (1) or more books provided for that purpose, see that all notices are duly given in accordance with the provisions of these bylaws. The Secretary shall perform all duties incident to the office of secretary and such other duties as may be assigned by the President and the elected members of the Board of Directors.

Section 8-4
Treasurer
The Treasurer shall provide oversight on behalf of the Board of Directors of the financial affairs of the association. The CEO and/or Executive Director shall provide a financial update to the Treasurer prior to the Mid-Term Board of Directors meeting and the Annual General Meeting. The Treasurer can request updates on the financial affairs of the association at anytime throughout the year.

Article 9 – Meetings and Voting

Definitions and interpretations

  1. “Voting member” means a member who holds the professional designation of the association, DAR or DAC and is a member in good standing.

Section 9-1
Two (2) regular meetings of the board of directors shall be held annually, one (1) at the annual general meeting and one (1) at a time six (6) months from the annual general meeting.  The annual general meeting shall be held on or before November 30, of each year, unless otherwise directed by the president, and the location of both meetings shall be designated by the President of the association, notice of which shall be given to all members at least thirty-one (31) days prior to the meetings.

Section 9-2
The board of directors may hold additional special meetings, if deemed necessary, without notice to the members but with reasonable notice to all directors.  The President shall designate the location of any special meeting of the board of directors.

Section 9-3
Telephone meetings are considered to constitute a normal meeting and are permitted in place of any normal meeting. Reasonable notice of a telephone meeting must be given to all directors.

Section 9-4
A quorum is constituted by the presence of five (5) elected directors at any meeting of the board of directors.

Section 9-5
Any vacancy occurring in the board of directors shall be filled at the next annual meeting by a regular vote of the members of the association.

Section 9-6
All meetings of the board of directors, the association in general, or any chapter of the association shall be conducted in accordance with these bylaws and or the current edition of Robert’s Rules of Order.  In the event of a tie vote, on any matter, the President shall cast the deciding vote.

Section 9-7
All voting members shall be permitted to vote by proxy authorized to another voting member. All authorizations of proxy votes must be in writing and be signed by the voting member giving their voting right to another voting member. Any voting member may hold up to a maximum limit of three (3) proxies and may vote those proxies on any single issue.

Pursuant to subsection 197(1) (Fundamental Change) of the Not-For-Profit Corporations Act, a special resolution of the members is required to make any amendment to the by-laws of the Corporation to change this method of voting by members not in attendance at a meeting of members.

Article 10 – Amendments

Section 10-1
The board of directors may, by resolution, make, amend or repeal any by-laws that regulate the activities or affairs of the Association. Any such by-law, amendment or repeal shall be effective from the date of the resolution of directors until the next meeting of members where it may be confirmed, rejected or amended by the members by ordinary resolution. If the by-law, amendment or repeal is confirmed or confirmed as amended by the members it remains effective in the form in which it was confirmed. The by-law, amendment or repeal ceases to have effect if it is not submitted to the members at the next meeting of members or if it is rejected by the members at the meeting.

This section does not apply to a by-law that requires a special resolution of the members according to subsection 197(1) (fundamental change) of the Not-For-Profit Corporations Act because such by-law amendments or repeals are only effective when confirmed by members.

Section 10-2
Any change or amendment to the bylaws of the association must be announced to the membership at least thirty-one (31) days in advance of the next meeting of members.

Section 10-3
A complete description, in writing, of all proposed changes and or amendments must be made available to any of the membership upon request from the national office of the association, in writing.