Annual General Meetings and Reports

All voting will take place electronically beginning one week in advance of the December 11^th meeting.  There will be no voting at the meeting itself; this is akin to CPA Board elections at our Annual General Meeting in June. The purpose of the meeting is to receive the votes, share the results, and engage in dialogue regarding next steps (whether the By-laws revisions are approved or not). An electronic ballot and information on how to vote will be sent to eligible members on December 4^th.  For the By-law revisions to be approved, 2/3 of the votes cast need to be in favour of the motion.

With respect to quorum, the requirement of 25 members is the minimum number of members needed at a members meeting.  Of note, usually 30-40 members typically attend an AGM meeting.

This is an issue the CPA regularly tries to address. For elections of Board of Directors several communications are sent to the membership encouraging them both vote and attend the AGM meeting; the same process is followed for special members meetings.

We appreciate the suggestion made at the Town Hall about sending a targeted communication to Section Chairs to share with their with their membership; we are also happy to build this into the Chair role. We recognize that encouraging broad participation in any votes is an ongoing priority and we welcome any ideas on how to strengthen engagement.

We also received questions about the rationale behind By-Law Changes.

A review of By-laws every two to five years is recommended to ensure that By-laws are current and accurately reflect the organization’s operations and policies and comply with applicable laws and regulations. The CPA last reviewed its By-laws in 2018. In 2023, the CPA undertook a review of its Governance Policies and Operating Regulations; these were updated and approved by the CPA’s Board in June 2024. As part of this process, the CPA’s legal counsel reviewed the CPA’s By-laws to ensure alignment and compliance between all documents. Recommended revisions to the By-laws were presented to the CPA’s Governance Committee, which has oversight of the CPA’s By-laws, rules, and procedures. The Governance Committee presented the proposed By-law revisions to the Board at its June 2025 meeting; proposed administrative changes were approved. At its October 2025 Board meeting, additional discussion of the By-laws took place and the process for bringing forward the proposed revisions to the membership for approval was finalized. This involved sending notice of the special members meeting and holding a Town Hall in advance of the meeting to answer any questions members may have about the proposed revisions.

The proposed changes fall into three categories: 1) updates to terminology; 2) removal of redundancies; and 3) other updates. Below some information on the types of changes that were made within these categories.

The CPA continued under the Canada Not-for-profit Corporations Act (“CNCA”) in 2013.  When it continued, the CPA adopted fairly generic CNCA-compliant By-laws. There was evidence of that “generic-ness” throughout the current By-laws. The proposed amendments include the following terminology changes: a) use of “Association” instead of “Corporation”; b) capitalizing defined terms (e.g., “Board” instead of “board”); c) changing “Operating Regulations” to “Governance Policies”; and d) changing “mentally incompetent” to “incapable”. These changes account for most of the proposed changes to the By-laws; implementing them resulted in changes to nearly every section of the By-laws.

The current By-laws contained many redundancies, including a) the recitals (the “Whereas” clauses); b) a definition of “meeting of members”; c) a provision describing how the CPA could dispense with appointing an auditor if its revenues are less than $50K; d) a provision describing how the members could approve a resolution in writing (a resolution in writing would need to be signed by all members.); e) a provision on absentee voting (by mailed in ballots or by electronic means) in Article 5 (Directors) when there is already a provision on electronic ballots in Article 4 (Meetings of Members); f) removing references to electing Directors at special meetings of the members (because Directors should be elected at AGMs); and g) removing a reference contemplating that the CPA has different classes of members when it only has one class. Removing these redundancies helps ensure clarity for all members.

Following the notice of the special meeting, the CPA shared additional information which explained other proposed changes to the By-laws (https://cpa.ca/aboutcpa/annualgeneralmeetingsandreports/).  Without detailing all of them, these changes include: a) clarifying that a reference to a gender includes all genders; b) clarifying that if the By-laws are inconsistent with the CNCA or the Articles, the CNCA or the Articles will prevail; c) removing a reference to “Honorary Fellows” in the section on Affiliates because Honorary Fellows are not Affiliates; and d) clarifying the Directors-at-large.

“Other updates” also included changes to Section 8 (Sections) – please see below for more information on these changes.

Several changes to Section 8 were made to terminology, to provide transparency on existing processes and fiduciary responsibilities, to remove redundancies, and to respond to past feedback from Sections.

Sections are an integral part of the CPA and play a vital and valued role in advancing the CPA’s mission. They are not a legal entity with the powers and authorities of the Association. As such, Sections have always been under the purview of the CPA Board.

The current CPA By-laws provide that the Board may establish Section Operating Regulations (i.e., policies) governing how Sections operate. The CPA By-laws together with the Section Operating Regulations create the framework in which Sections operate. For clarity, it was noted that the development and implementation of the Section Operating Regulations could be delegated to the CEO – in alignment with current practice.  Section Operating Regulations are shared with the Section Chairs annually; Chairs are informed when updates are made to the Section Operating Regulations and provided with an updated copy.

Under the By-laws that are in force today, the Board could enact an operational policy that provides for the removal of members of Section executives for breaches of the Section Operating Regulations – this is in fact already noted in the Section Operating Regulations in several spots, as well as in the Volunteer Code of Conduct which all Section Executive are required to sign annually. The Board would not need the proposed By-law amendments to do so. However, the proposed By-law amendments contain a new clause stating that the Board can remove and replace a member of a Section executive if a Section were to breach the CPA’s Governance Policies.  This authority is not new and is guided by the same safeguards and due diligence standards that apply to all volunteer leaders at the CPA who operate within the CPA’s legal and fiduciary structure, including Directors of the Board, editorial leadership, committee chairs and members, and working group chairs and members.

The new clause is a special remedy that would only be invoked in cases of serious breaches. The purpose of this clause is to safeguard the CPA in the unlikely event of serious governance or financial breaches. Any action taken under this clause would involve respect for procedural fairness and adherence to fiduciary duties.  The members of a Section executive, for example, have signing authority for Section bank accounts that are maintained by the CPA. If a Section executive committed any malfeasance, the Board would need to move promptly to remove the member from the Section executive (and thereby remove their signing authority). Importantly, the Board’s fiduciary duties include duties to act in good faith and to be duly diligent. The Board could not remove a member of a Section executive arbitrarily or capriciously.

The revisions within this Section also addressed

• other circumstances in which a Section could be dissolved beyond the reasons listed in the current By-laws – for example, if a Chair cannot be found or a Section asks to merge with another Section
• an ask of the Section to simplify the content for creating and approving Section Terms of Reference
• updated requirements regarding Section activities for inclusion in the CPA’s annual reports
• removing one By-law (Power – 8.09) as it was redundant with By-law 8.05 on Regulation of Section Affairs.

For clarity, the CPA has a procedure for assessing misconduct of members who volunteer to hold leadership positions within the CPA, which includes Section Chairs and Executive, as well as Board Directors, Committee Chairs and members, Working Group Chairs and members, and Journal Editorial Teams. However, because sections are an informal structure that collects and uses dues, and elects its own executive, they need additional oversight.
 
In assessing misconduct, the process includes but is not limited to discussions between the person who has engaged in the misconduct with the appropriate CPA leadership that has oversight of the entity (i.e., Section, Committee, Board, etc.), discussions with the person who has oversight of the person who engaged in the misconduct with the appropriate CPA leadership that has oversight of the entity, and/or, as needed, involvement of a third-party investigator or sub-committee.
 
A range of consequences can be considered depending on the nature, severity, and impact of the misconduct including but not limited to warnings, to additional training or oversight, to being asked to resign from one’s position. Of note, a Section Chair has been asked to step down from the Chair role only once in the last 15 years.
 
This content would not be added into the By-laws as any change to this procedure would then necessitate a change to the By-laws. As per discussion in the Town Hall, the CEO will add more detail on this procedure into the Section Operating Regulations, as well as share this procedure separately with the Section Chairs – regardless of the outcome of the vote on the By-laws revisions.
 
As noted above, Section Operating Regulations are shared with Section Chairs annually or when updated. Since the Town Hall, we have posted the Section Operating Regulations (dated July 2025) on the CPA’s public website (https://cpa.ca/sections/).

The purpose of consolidating Sections 8.05 and 8.09 was to address similar concepts in one location instead of two. Under the current By-law provisions, Sections have the authority to draft position papers. However, they do not have the authority to publish them without Board approval. This remains unchanged in the proposed revisions. This is because position papers that are drafted by Sections become the position papers of the CPA when they are approved by the Board. It is critical that the Board maintain this role.  It would not serve the organization nor individual Sections if different Sections could issue conflicting position papers on the same topic or take a position that differs from that of the CPA as a whole. The new Section 8.05(c) reflects our current practices instead of changing them.

While the By-laws do not introduce substantive changes to the activities permitted by Sections, we understand the need for more clarity on the ways in which Sections and the CPA can advocate together. The CPA frequently engages in representation alongside a Section and/or doing the external representation on issues raised by a Section. These issues can be brought to the attention of the Association through the Sections Administrator and the Board Director representing the Council of Sections. The Sections cannot externally represent independently without the express consent of the Association because they are not the incorporated/legal entity, are not the designated spokespeople for the CPA, nor the designated registered lobbyists. This restriction also applies to Board members.

Note that the CPA’s Head Office staff or the Board of Directors may request the input/assistance of a Section in respect of certain issues for which the Section is best placed given their subject matter expertise (e.g., development of a policy document, review of a fact sheet), ask a Section member(s) to lead an initiative on behalf of the CPA (e.g., Working Group), be invited to speak to an external body with a CPA staff person, or be contacted by the CPA’s Communications Specialist to speak to the media in their capacity as a subject matter expert.

We deeply value Section expertise and encourage regular contact with the Director Representing Council of Sections. Through this Director, the Sections have access to the Board for consideration of issues of concern to the Section involving matters relevant to the relationship of the Section to the Association as a whole or component thereof, or concerning agencies or activities external to the Association.

To clarify, any change to the By-laws requires the approval of the membership. The Board is responsible for considering and approving proposed changes to take to the membership but cannot approve By-law amendments directly.

The process of reviewing the By-laws began over a year ago. As noted above, that review was initiated as part of the review of the CPA’s Governance Policies and Operating Regulations.  The changes noted by the CPA’s legal counsel were then brought to the CPA’s Governance Committee which has oversight for the CPA’s By-laws. Those changes were then brought to the full Board who then approved bringing the recommended changes to the membership to vote on. Notice of the Board’s approval of the proposed administrative revisions was included in the June 2025 readout, which is a summary of the decisions from each Board meeting (https://cpa.ca/boardmeetings/). A Town Hall was scheduled to allow for discussion of the proposed changes. In advance of the Town Hall, communications were sent to the membership to provide answers to questions as the CPA’s Head Office was receiving them. Ultimately, the membership, through its voting, will determine if the By-laws changes are approved or not.

All proposed By-law amendments will be put to the membership to be voted on in one motion. As explained by the President and our legal counsel at the Town Hall, the proposed revisions to Section 8 are largely administrative (i.e., not substantive) in nature and in some cases, connected to the other changes being proposed. In addition, at the Townhall, it was shared that some of the concerns raised could and should be addressed through updates of the Governance Policies and Section Operating Regulations as opposed to the By-laws (e.g. 8.03).   Lastly, some of the proposed changes are in response to feedback from the Sections (e.g., to the Terms of Reference).

The default position in the Canada Not-for-profit Corporations Act (the CNCA) is that the Board can enact certain By-law amendments and that those amendments can enter into force right away.  The amendments must then be confirmed by an ordinary resolution of the members (i.e., 50% + 1 of the votes cast) or they cease to be effective. Other types of By-law amendments will only enter into force when approved by a special resolution of the members (i.e., 2/3 of the votes cast). Generally stated, the By-law amendments requiring approval by special resolution relate to members’ rights.  Again, this is the default position in the CNCA and it reflects the approach that many not-for-profit corporations use to amend their By-laws.

However, the current CPA By-laws provide that all By-law amendments require approval by a special resolution of the members. This is means that CPA By-law amendments are more difficult to amend than the CNCA default approach. There is currently no ability for the Board to enact By-law amendments that enter into force right away. Similarly, there is no ability for the members to enact any By-law amendments by ordinary resolution.

The CNCA is clear that if a proposed amendment requires approval by a special resolution, then it will not enter into force if it is only approved by an ordinary resolution. The proposed amendments cannot and do not circumvent that requirement. Instead, the introductory sentence of the new Section 10.02 makes clear that the amendment powers are “Subject to the Act and to section 10.03”. Section 10.03, in turn, refers to Section 197(1) of the CNCA which contains a list of those matters requiring approval by special resolution.  That list was reproduced in the former section 10.04. However, in the spirit of trying to condense the length of the By-laws we removed Section 10.04.  Removing that provision, however, cannot change a requirement of the CNCA.

We hope you find this information helpful. Once again, we thank everyone who has shared their questions and comments with us. Should there be additional questions, please don’t hesitate to contact us at governance@cpa.ca.  We urge all members to exercise their right to vote. This is an important opportunity for the membership to participate in a process that ensures best practice in governance for the Association. Your understanding of the proposed revisions, and your participation in the change process, is important and valued.