BY-LAWS OF THE CANADIAN ASSOCIATION OF NIGERIAN LAWYERS (“CANL”)
BE IT ENACTED AND IT IS HERBY ENACTED as a by law of the Canadian Association of Nigerian Lawyers
(hereinafter called (“CANL”) as follows:
In this by-law and all other by-laws of the Corporation, unless the context otherwise requires:
“Act” means the Canada Not-For-Profit Corporations Act S.C. 2009, c. 23 including the Regulations made pursuant to the Act, and any statute or regulations that may be substituted, as amended from time to time;
“articles” means the original or restated articles of incorporation or articles of amendment, amalgamation, continuance, reorganization, arrangement or revival of the Corporation;
“board” means the board of directors of the Corporation and “director” means a member of the board;
“by-law” means this by-law and any other by-law of the Corporation as amended and which are, from time to time,
in force and effect;
“meeting of members” includes an annual meeting of members or a special meeting of members; “special meeting of members” includes a meeting of any class or classes of members and a special meeting of all members entitled to vote at an annual meeting of members;
“ordinary resolution” means a resolution passed by a majority of not less than 50% plus 1 of the votes case on that resolution;
“proposal” means a proposal submitted by a member of the Corporation that meets the requirements of section 163 (Member Proposals) of the Act;
“Regulations” means the regulations made under the Act, as amended, restated or in effect from time to time; and
“special resolution” means a resolution passed by a majority of not less than two-thirds (2/3) of the votes cast on that resolution.
In the interpretation of this by-law, words in the singular include the plural and vice-versa, words in one gender include all genders, and “person” includes an individual, body corporate, partnership, trust and unincorporated organization.
Other than as specified above, words and expressions defined in the Act have the same meanings when used in these by-laws.
1. PURPOSE, GOALS & OBJECTIVES
CANL has been established primarily to among other things, foster cooperation among Canadian qualified Nigeria lawyers through shared best practices, limited liability partnerships where possible, as well as to encourage the pursuit of better integration and interaction among Nigerian lawyers.
2. PRINCIPAL OFFICE ADDRESS
The regular members at the first annual general meeting of the CANL shall by special resolution designate the location of the head office of the CANL within Canada. Any change to the principal office address of CANL shall be made by an amendment of this Bylaw and by a special resolution of CANL’s members at its annual general meeting/special meeting.
“Special resolution” whenever used in this By Law means a resolution passed by at least two-thirds of the votes cast by Regular members at a general meeting of CANL duly Called.
3.1. Membership of CANL shall be open to any person in the classes of Nigerian lawyers as defined in this section. Any person who wishes to become a member of CANL must submit an application in the form prescribed by the Board of Directors and shall be a person of good character,meet the membership criteria and pay membership fees as approved by the board of Directors. Completion of the application for membership indicates that the applicant has endorsed the mission of the organization which is set out therein
3.2 Classes Of Members.
There shall be four classes of CANL members:
3.2.1. CLASS A – Regular members, – This category is open to any Nigerian Canadian in good standing of the Law Society in any Canadian jurisdiction who is shown on the records of the relevant Law Society, who is normally resident in Canada and who understands, affirms and supports, in practice and in principle, the mandate, purpose and objectives of the Organization.Each Regular Member is entitled to receive notice of, attend and vote at all meetings of members and each such Class A voting member shall be entitled to one (1) vote at such meetings.
3.2.2. CLASS B – A Nigerian Law Professor in a Canadian accredited Law School .This category is open to A Nigerian Law Professor in a Canadian accredited Law School ,who understands, affirms and supports, in practice and in principle, the mandate, purpose and objectives of the Organization, each CLASS B Member is entitled to receive notice of, attend and vote at all meetings of members and each Class B voting members shall be entitled to one (1) vote at such meetings.
3.2.3. CLASS C Articling Law Students – This category is open to any Nigerian Canadian Articling Law Student in Canada who understands, affirms and supports, in practice and in principle, the mandate, purpose and objectives of the Organization. Articling students shall not enjoy any voting privileges.
3.2.4. CLASS D Retired Members – This category is open to any Nigerian Canadian who may be retired from active practice of law in Canada, who is normally resident in Canada and who understands, affirms and supports, in practice and in principle, the mandate, purpose and objectives of the Organization retired shall not enjoy any voting privileges at such meetings.
3.3. Fees. The Board of Directors may from time to time fix annual dues or fees payable by the members, subject to approval in a general meeting by a special resolution. Membership dues (the “Dues”) so fixed need not be the same annual sum for each classes of membership. The members shall be notified of the applicable dues at any time payable by them and, if such dues are not paid within 90 days of the date of such notice, the members in default shall thereupon automatically cease to be members of the Corporation, but any such member may on payment of all unpaid dues be reinstated automatically.
3.3.1 Until changed by a “special resolution” the following yearly membership fee is prescribed, from January 1 to
a. Regular Member: up to 5 years of practice: $100.00 More than 5 years of practice: $150.00. All fees are non-refundable
b. Law Professor : $150.00
c. Articling Student : No fee
d. Retired Member: $30.00
3.4. Privileges of Membership. All regular members shall be entitled to any and all privileges, rights and benefits accruing to members of CANL generally, and to no other privileges, rights or benefits. The rights and privileges of regular members shall include the right to vote, the right to be issued an Identity Card, the right to participate in election and the right to be listed in the register of members.
3.5. Law Professors, articling students and retired members shall have the right to be listed in the register of members.
3.6 Termination of Membership. Disbarment of a member by any Canadian Law Society shall automatically terminate membership of such an individual in the Corporation, or when the member dies or resigns, or when the Corporation is liquidated and dissolved under the Act.
3.6.i Effect of Termination of Membership
Subject to the articles, upon any termination of membership, the rights of the member, including any rights in the property of the Corporation, automatically cease to exist.
3.7. Suspension of Membership. Disciplinary suspension of membership by any Canadian Law Society shall automatically result in suspension of membership by CANL, until such time as the member is re-instated by the suspending law society or admitted to another Canadian law society or law school.
3.8 Amendments. Section 3 of this bylaw shall not be amended, repealed or rescinded, except by a bylaw confirmed by at least two-thirds of the votes cast at a general meeting of the Corporation duly called for that purpose.
4. MEETINGS OF MEMBERS
4.1. Membership Dues. Members shall be notified in writing of the membership dues at any time payable by them and, if any are not paid within one (1) calendar month of the membership renewal date the members in default shall automatically cease to be members of the Corporation.
4.2 Annual General Meeting. The annual general meeting(AGM) of the members shall be held
at any place and at such time as the Board of Directors may by resolution determine.
4.3. Business To Be Transacted At Annual General Meetings:
At least the following business shall be transacted , in addition to any other business:
The Minutes of the previous AGM and General Meetings held since the last AGM shall be approved or amended;
The report of the directors;
Election shall be held for members to the Board of Directors of the Organization;
The financial report of the previous fiscal year shall be received and approved; and
such other information or reports relating to CANL’s affairs as the Act may require or the Board of Directors may determine.
4.4. Special Meetings. Other meetings of the members (to be known as “special meetings”) may be convened by order of the President or by the Board of Directors to be held at any date, time and place within Canada. The Board of Directors shall call a special meeting on written request of not less than ten (10%) percent of the voting members of CANL.
4.5. Members Calling a Members’ Meeting. The board of directors shall call a special meeting of members in accordance with Section 167 of the Act, on written requisition of members carrying not less than 5% of the voting rights. If the directors do not call a meeting within twenty-one (21) days of receiving the requisition, any member who signed the requisition may call the meeting.
4.6. Absentee Voting at Members’ Meetings: Pursuant to section 171(1)of the Act, a member entitled to vote at a meeting of members may vote by mailed-in ballot or by means of a telephonic, electronic or other communication facility if the Corporation has a system that:
enables the votes to be gathered in a manner that permits their subsequent verification, and
permits the tallied votes to be presented to the Corporation without it being possible for the Corporation to identify how each member voted.
Pursuant to subsection 197(1) (Fundamental Change) of the 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
4.7. Notice of Members Meeting. Notice of the time and place of a meeting of members shall be given to each member entitled to vote at the meeting by the following means:
by mail, courier or personal delivery to each member entitled to vote at the meeting, 30 days before the day on which the meeting is to be held; or
by telephonic, electronic or other communication facility to each member entitled to vote at the meeting, during a period of 30 days before the day on which the meeting is to be held.
Pursuant to subsection 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendment to the by-laws of the Corporation to change the manner of giving notice to members entitled to vote at a meeting of members.
4.8. Omission of Notice. The non-receipt of any notice by anyone entitled to notice shall not invalidate any resolution passed or any proceedings taken at any meeting of members.
4.9. Proposals Nominating Directors at Annual Members’ Meetings Subject to the Regulations under the Act, any proposal may include nominations for the election of directors if the proposal is signed by not less than 5% of members entitled to vote at the meeting at which the proposal is to be presented.
4.10. Cost of Publishing Proposals for Annual Members’ Meetings. The member who submitted the proposal shall pay the cost of including the proposal and any statement in the notice of meeting at which the proposal is to be presented unless otherwise provided by ordinary resolution of the members present at the meeting.
4.11. Place of Members’ Meeting. Subject to compliance with section 159 of the Act, meetings of the members may be held at any place within Canada determined by the board or, if all of the members entitled to vote at such meeting so agree, outside Canada.
4.12. Persons Entitled to be Present at Members’ Meetings. The only persons entitled to be present at a meeting of members shall be those entitled to vote at the meeting , the directors and such other persons who are entitled or required under any provision of the Act, articles or by-laws of the Corporation to be present at the meeting. Any other person may be admitted only on the invitation of the chair of the meeting or by resolution of the members.
4.13. Participation by Electronic Means at Members’ Meetings. If the Corporation chooses to make available a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during a meeting of members, any person entitled to attend such meeting may participate in the meeting by means of such telephonic, electronic or other communication facility in the manner provided by the Act. A person participating in a meeting by such means is deemed to be present at the meeting. Notwithstanding any other provision of this by-law, any person participating in a meeting of members pursuant to this section who is entitled to vote at that meeting may vote, in accordance with the Act, by means of any telephonic, electronic or other communication facility that the Corporation has made available for that purpose.
4.13.1 Members’ Meeting Held Entirely by Electronic Means. Meetings of members may not be held entirely by telephonic, an electronic or other communication facility.
4.14 Voting. Every question submitted to any meeting of members shall be decided in the first instance by a majority of votes given on a show of hands and in case of an equality of votes, the chairperson shall both on a show of hands have a second or casting vote in addition to the vote to which he or she is entitled as a member. No member of CANL shall be entitled to vote on any issue raised at the meeting of members unless and until all dues payable by the member has been paid in accordance with the by-laws.
4.14.1 Voting Right. Voting rights shall be restricted to Regular members of CANL in good standing.
4.14.2 Determination of vote. At any meeting, unless a poll is demanded, a resolution shall be carried by a majority and shall be conclusive evidence of the votes recorded in favour of or against the motion.
4.15 Chairperson. In the absence of the President and Vice-President, the members present shall choose a director as a chairperson of the meeting and if no director is present, the members present shall choose one of the members present to be chairperson.
4.16 Polls. If at any meeting a poll is taken on the election of a chairperson or on the question of adjournment, it shall be taken forthwith without adjournment. If a poll is demanded on any other question or as to the election of directors, it shall be taken in the manner and at the time as the chairperson directs. The result of a poll shall be deemed to be the resolution of the members at the meeting at which the poll was demanded. A demand for a poll may be made either before or after any vote by show of hands and may be withdrawn.
4.17 Adjournments. The chairperson may, with the consent of the members at any meeting, adjourn the meeting, from time to time, to a fixed date, time and place and no notice of the date, time and place for the holding of the adjourned meeting need be given to the members. Any business may be brought before or dealt with at any adjourned meeting, which might have been brought before or dealt with at the original meeting in accordance with the notice calling the same.
4.11 Quorum. The presence of 15 members in good standing and entitled to vote shall be necessary to constitute a quorum at any meeting provided that 3 members in good standing and entitled to vote shall be a quorum for the purposes of electing a chairperson and the adjournment of the meeting, No business shall be transacted at any meeting unless the requisite quorum is present at the commencement of the business.
5. BOARD OF DIRECTORS
5.1. Number and Powers. Effective at the 1st annual meeting of members, the affairs of CANL, shall be managed by a board of 7 directors, which shall consist of up to 3 female members . CANL’s Board of Directors may exercise all powers and do all acts and things as may be exercised or done by it and are not prohibited by the by-laws or any special resolution or by statute expressly directed or required to be done by CANL at a general meeting of members.
5.2. President & General Secretary to become members of Board during their term. The President and General Secretary elected by the General Assembly of the Association shall during their terms of office become members of the Board with the necessary amendments made to the Articles of Association to reflect these changes at the appropriate times.
5.3. Qualifications of Directors. Every director shall be a regular member of CANL in good standing.
5.4 Election of Directors and Term of Office. Directors shall be elected in accordance with the by-laws, at every annual meeting of the members of the CANL in accordance with the following:
The founding Directors and the founding members shall be the members of the steering committee who shall call the 1st annual general meeting of CANL;
At the first annual general meeting, the founding directors shall resign.
Seven directors shall be elected at the first meeting to serve a term of office of 2 years. Each director shall first be nominated by a member in good standing and must have his or her nomination agreed to (“seconded”) by at least 3 other members in good standing. Each person so nominated shall have his or her name placed into suitable container from which will be drawn 7 names. The 7 names drawn will be the first elected directors of the corporation;
Subsequent election of directors shall be by voting at an Annual General meeting. Any person interested in seeking the office of a director shall make an application signed by 3 members in good and shall also provide a Statement of Interest to be published to all members.
5.5 Vacation of Office. The office of a director of CANL shall be vacated if:
(a) The director becomes bankrupt or a receiving order is made against him or her or he or she makes an assignment under the Bankruptcy Act (Canada);
(b) An order is made declaring the director to be a mentally incompetent person or incapable of managing his or her own affairs;
(c) The director dies;
(d) The director misses three (3) consecutive meetings of the Board of Directors or fifty percent (50%) of the regularly scheduled meetings of the Board of Directors, unless the Board of Directors determines by resolution otherwise;
(e) By notice in writing to the General Secretary of CANL, the director resigns his or her office and the resignation, if not effective immediately, becomes effective in accordance with its terms; or
(f) The director ceases to be a member of CANL.
5.5.1 Upon the vacation of office by a director, the Board of Directors shall decide whether to replace the director at an Annual General Meeting or at a special meeting.
5.6 Removal of Directors. The members of the Corporation may, by resolution passed by at least two-thirds of the votes cast at a general meeting of which notice specifying the intention to pass the resolution has been given, remove any director before the expiration of his or her term of office and may, by a majority of the votes cast at the meeting, elect any person in his or her stead for the remainder of his or her term.
5.7 Remuneration of directors. The directors shall serve without remuneration and no director shall directly or indirectly receive any profit from his or her position, provided that a director may be paid reasonable expenses incurred in the performance of his or her duties.
5.8 Written Resolution. Subject to the Act, the letters patent or the bylaws, a resolution in writing signed by all the directors entitled to vote on such resolution at a meeting of directors or a resolution in writing signed by all the members entitled to vote on such resolution at a meeting of members is as valid as if it had been passed at a meeting of directors or a meeting of members, as the case may be. Such resolutions in writing satisfy the requirements of the letters patent and bylaws relating to meetings of directors or members.
6. MEETINGS OF DIRECTORS
6.1. Calling of Meetings of Board of Directors. Meetings of the board may be called by the chair of the board, the vice-chair of the board or any two (2) directors at any time.
6.1 Place of Meetings: Meetings of the Board of Directors may be held at any place or places within Canada, on such dates and at such times as the directors may by resolution determine, and in the directors’ discretion, either by personal attendance, via telephone conference or via video conference.
6.2 Notice: The President or General Secretary or two directors may convene a meeting of directors at any time. The directors may from time to time by resolution determine to hold regular meetings of the directors and shall by this resolution fix the dates and times of the regular meetings; so long as any such resolution is in effect, the General Secretary shall convene the regular meetings by notice given in the manner hereinafter referred to.
6.2.1 Notice of any meeting of directors stating the day, hour and place of meeting shall be given to each director at least seven business days before the meeting is to take place, provided always that meetings of the board of directors may be held at any time without formal notice if all the directors are present or those absent have waived notice or have signified their consent in writing to the meeting being held in their absence. Any director thereof may waive notice of any meeting or any irregularity in any meeting or in the notice and this waiver may be validly given either before or after the meeting to which the waiver relates.
6.2.2 For the first meeting of the Board of Directors to be held immediately following the election of directors at an annual or special general meeting of the members or for a meeting of the Board of Directors at which a director is appointed to fill a vacancy in the board, no notice of the meeting shall be necessary in order for the meeting to be duly constituted, provided that a quorum of directors is present.
6.3 Quorum and Voting: A majority of directors shall constitute a quorum for the transaction of business. Questions arising at any meeting of directors shall be decided by a majority of votes. In case of equality of votes, the chairperson of the meeting in addition to his or her original vote shall have a second or casting vote.
6.4 Non Liability of Directors: No director shall be personally liable for the debts, liabilities or other
obligations of CANL.
6.5 Indemnification of Directors: All Directors and officers of CANL, shall be indemnified to the fullest extent permissible under the laws of Ontario.
7.1. Election and Appointment. The annual general meeting(AGM) of the members of CANL shall elect a President, Vice-President, Senior Vice President, General Secretary, Assistant General Secretary, Treasurer, Public Relations Officer. These Officers shall have such authority and shall perform such duties as may from time to time be prescribed by this By Law and by the Board of Directors.
7.1.2. The term of office for officers shall not be more than 2 years. All officers shall serve a single term only.
7.2 Delegation of Duties of Officers. In the case of the absence or inability to act of the President, the Vice-President, Senior Vice President or any other officer of the Corporation or for any other reason that the directors may deem sufficient, the directors may delegate all or any of the powers of the officer to any other officer or to any director for the time being.
7.3 President. The President shall, when present, preside at all meetings of members of the Corporation. The President shall represent the Corporation in dealings with any governmental or non-governmental authority/organization. He or she shall possess and exercise such powers and shall perform such other duties as the Board of Directors may from time to time assign to him or her.
7.4 Vice-President. The vice-President shall be vested with all the powers and shall perform all the duties of the President in the absence or inability or refusal to act by the President. The Vice-President shall possess and may exercise such other powers and duties as may from time to time be assigned to him or her or them by the Board of Directors.
7.5 Senior Vice President. The senior vice-President shall be vested with all the powers and shall perform all the duties of the vice-President in the absence or inability or refusal to act by the President. The Senior vice-President shall possess and may exercise such other powers and duties as may from time to time be assigned to him or her or them by the Board of Directors.
7.6 General Secretary. The General Secretary shall act as the custodian of this By-law and the Seal of the Association which he/she shall deliver only when authorized by a resolution of the board of directors to so do, and to such person or persons as may be named in the resolution. The General Secretary shall, when present, act as secretary of all meetings of directors and members, and shall have charge of the minute books of the Corporation and the documents and registers referred to in the Act. He or she shall perform all duties incidental to his or her office or that are properly required of him or her by the Board of Directors.
7.7 Assistant General Secretary. The Assistant General Secretary shall be vested with all the powers and shall perform all the duties of the General Secretary in the absence or inability or refusal to act by the General Secretary. The Assistant General Secretary shall possess and may exercise such other powers and duties as may from time to time be assigned to him or her or them by the Board of Directors.
7.8 Treasurer. The Treasurer shall collect all Corporation fees and, subject to the provisions of
this Bylaw and any resolution of the Board of Directors, shall have the care and custody of all the
funds and securities of the Corporation and shall deposit them in the name of the Corporation in
a bank or banks or with a depository or depositories as the Board of Directors may direct. He or
she shall keep or cause to be kept the books of account and accounting records required by the
Act. The Treasurer shall ensure that the budgets and financial statements of the corporation are
submitted to any funding body that may require them; engage in fund-raising drives and initiatives
for the purpose of raising the funds required to meet the needs of the corporation.
The Treasurer shall perform all duties incidental to his or her office or that are properly required of him or her by the Board of Directors. He or she may be required to give a bond for the faithful performance of his or her duties as the Board of Directors in their uncontrolled discretion may require but no director shall be liable for failure to require any bond or the insufficiency of any bond or for any loss by reason of the failure of the Corporation to receive any indemnity thereby provided. The Treasurer shall at the annual general meeting of the association present its financial statement for the previous or present fiscal year.
7.9 Vacancies. If the office of President, Vice-President, Senior Vice President, General Secretary, Assistant General Secretary, Treasurer, Public Relations Officer, shall be or become vacant by reason of death, resignation, and disqualification or otherwise the directors may appoint a director or another member of the association to fill the vacancy.
7.10 Election: Elections of directors and officers shall be conducted in accordance with Section 5.3.
7.11 Term Limits. Following completion of a term of office in any of the positions of President, Vice-President, Senior Vice President, General Secretary, Assistant General Secretary, Treasurer, Public Relations Officer, no person shall be eligible to hold the same position for a period of six years.
8.1 Designation Of Committees In order to properly carry out CANL’s affairs, the Board of Directors may from time to time constitute those committees it deems necessary, including but not limited to the following committees:
8.1.1 COMMITTEE FOR CONTINUING LEGAL EDUCATION
8.1.2 FINANCE COMMITTEE
8.1.3 ADVISORY COMMITTEE
8..1.4 BY LAW REVIEW COMMITTEE
8.1.5 BOARD RECRUITMENT COMMITTEE
8.1.6 AWARDS COMMITTEE,
8.1.7 EVENTS PLANNING COMMITTEE,
8..1.8 MEMBERSHIP COMMITTEE,
8.1.9 MEDIA COMMITTEE
8.1.10 FUNDRAISING COMMITTEE
8.2 Such other committees as the board of directors may see fit to establish from time to time.
8.3 FORM OF COMMITTEES
8.3.1 There will be at least 4 members in each committee. Each Committee shall report to the Directors of the Corporation whenever required by the Board.
8.3.2 The Finance Committee shall be a standing committee made up of the Treasurer and 3 members who are not members of the Board of Directors. The additional three members of this committee shall be elected by a simple majority and shall serve a two year term.
8.3.3 Members of all other Committees shall be appointed by the Board of Directors and Officers, from among themselves or from the membership of the Corporation, which may include such other persons as the Directors/Officers may see fit to appoint. The members so appointed shall remain on the Committee for such term as is set by the Board of Directors.
The committees constituted as aforesaid may meet for the transaction of business, adjourn and otherwise regulate their meetings as they think fit provided, however, that a majority of the members of each committee shall constitute a quorum thereof for the transaction of business. Questions arising at any meeting of a committee shall be decided by a majority of votes and in case of an equality of votes the chairperson shall have a second or casting vote.
9. EXECUTION OF INSTRUMENTS, BANK ACCOUNT/DEPOSITS AND FUNDS
9.1 The President and Vice-President/ General Secretary/Treasurer together shall sign contracts, documents or instruments in writing requiring the signature of the Corporation, and all contracts, documents or instruments in writing so signed shall be binding upon the Corporation without any further authorization or formality. The seal of the Corporation shall be affixed to contracts, documents or instruments in writing signed as aforesaid or by the President and Vice-President General Secretary/Treasurer
9.2 Following the inaugural meeting, the appointed Board and Officers of the association shall open a corporate account for CANL or continue the operation of any account already opened, at any of the Canadian Banks, to which all funds, monetary gifts and donations made to the association, shall be deposited
9.3 The President or General Secretary and the Treasurer shall sign all cheques.
10.1. The Board of Directors may from time to time, without authorization of the Members:
The board of directors is hereby authorized, from time to time to borrow money upon the credit of the corporation, from any bank, corporation, firm or person, upon such terms, covenants and conditions at such times, in such sums, to such an extent and in such manner as the board of directors in its discretion may deem expedient;
To issue or cause to be issued bonds, debentures or other securities of the corporation and to pledge or sell the same for such sums, upon such terms, covenants and conditions and at such prices as may be deemed expedient by the board of directors;
Give guarantees on behalf of the Corporation to secure performance of an obligation of any person;
Mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the corporation, owned or subsequently acquired, to secure any debt obligation of the corporation.
The board of directors shall take such steps as they may deem requisite to enable the corporation to acquire, accept, solicit or receive legacies, gifts, grants, settlements.
11. BOOKS AND RECORDS/ RULES AND REGULATIONS
11.1. The Board of Directors and officers shall ensure that all necessary books and records of the Corporation required by the Act, the bylaws of the Corporation or by any other applicable statute or law are regularly and properly kept and are accessible to all members of CANL.
11.2 The directors and officers of CANL with the approval of the majority of members may prescribe such rules and regulation not inconsistent with these bylaws relating to the management and operation of the Corporation.
12. Financial Year. The financial year end of the Corporation shall be determined by the board of directors.
13. Annual Financial Statements. The Corporation shall make available to the members a copy of the annual financial statements and other documents referred to in subsection 172(1) (Annual Financial Statements) of the Act or a copy of a publication of the Corporation reproducing the information contained in the documents.
14. REVIEW OF THIS BY-LAW
14.1 There shall be a review of this By-Law twenty four months after the inauguration of this Association.
14.2 Subsequent review of this By-Law shall take place every five years from the last review.
15. Invalidity of any Provisions of this By-law. The invalidity or unenforceability of any provision of this by-law shall not affect the validity or enforceability of the remaining provisions of this by-law.
16. Mediation and Arbitration. Disputes or controversies among members, directors, officers, committee members, or volunteers of the Corporation are as much as possible to be resolved in accordance with mediation and/or arbitration as provided in the section on dispute resolution mechanism of this by-law.
16.1. Dispute Resolution Mechanism. In the event that a dispute or controversy among members, directors, officers, committee members or volunteers of the Corporation arising out of or related to the articles or by-laws, or out of any aspect of the operations of the Corporation is not resolved in private meetings between the parties then without prejudice to or in any other way derogating from the rights of the members, directors, officers, committee members, employees or volunteers of the Corporation as set out in the articles, by-laws or the Act, and as an alternative to such person instituting a law suit or legal action, such dispute or controversy shall be settled by a process of dispute resolution as follows:
16.2. The dispute or controversy shall first be submitted to a panel of mediators whereby the one party appoints one mediator, the other party (or if applicable the board of the Corporation) appoints one mediator, and the two mediators so appointed jointly appoint a third mediator. The three mediators will then meet with the parties in question in an attempt to mediate a resolution between the parties.
16.3. The number of mediators may be reduced from three to one or two upon agreement of the parties.
16.4 If the parties are not successful in resolving the dispute through mediation, then the parties agree that the dispute shall be settled by arbitration before a single arbitrator, who shall not be any one of the mediators referred to above, in accordance with the provincial or territorial legislation governing domestic arbitrations in force in the province or territory where the registered office of the Corporation is situated or as otherwise agreed upon by the parties to the dispute. The parties agree that all proceedings relating to arbitration shall be kept confidential and there shall be no disclosure of any kind. The decision of the arbitrator shall be final and binding and shall not be subject to appeal on a question of fact, law or mixed fact and law.
16.5. All costs of the mediators appointed in accordance with this section shall be borne equally by the parties to the dispute or the controversy. All costs of the arbitrators appointed in accordance with this section shall be borne equally by such parties.
17. By-laws and Effective Date Subject to the articles, the board of directors may, by resolution, make, amend or repeal any by-laws that regulate the activities or affairs of the Corporation. 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.
17.1. 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 Act because such by-law amendments or repeals are only effective when confirmed by members.
18. Dissolution of the Association. In the event the Corporation is dissolved, and after payment of all debts and liabilities thereof the remaining property and funds belonging to the Corporation on the date of dissolution shall be donated in equal proportion to the endowment funds of all Canadian law societies and any 2 African Canadian legal advocacy groups agreed upon be the board of directors.