INTRODUCTION

The Canadian Association of Teachers of German is an organization open primarily to individuals who may or may not be members of existing local, provincial, regional or national associations of German teachers. In order to ensure close liaison and facilitate collaboration among these groups, the composition of the Board of Directors of the Association will consist of one representative from each of the organizations wishing to join it as equal partners at its founding. Representatives from other teachers' associations whose application for inclusion is subsequently received and approved by the Association's members may be added to the Board later.

[ 1 ]

NAME

The name of this association shall be the "Canadian Association of Teachers of German", hereinafter referred to as the "Association." The French and German names of the Association shall be "Association Canadienne des Professeurs d'Allemand" and "Verband Kanadischer Deutschlehrer", respectively.

[ 1.1 ] The seal of the Association shall bear the words "Canadian Association of Teachers of German" as well as the words "Association Canadienne des Professeurs d'Allemand" and "Verband kanadischer Deutschlehrer", and shall be in a format determined by the Board of Directors of the Association.

[ 1.2 ] The head office of the Association shall be located at the address of the Chair of the Board of Directors of the Association.

[ 2 ]

OBJECTIVES

The objectives of the Association shall be to facilitate the professional work of local, provincial, regional, and national groups of teachers of German at all levels by coordinating and assisting their efforts in

[ 2.1 ] promoting the teaching of German in Canada;

[ 2.2 ] providing, and helping to provide, professional in-service activities for their members; and

[ 2.3 ] representing the interests of all levels of teaching of German to Canadian, German, and other authorities and institutions.

[ 3 ]

The objectives of the Association shall be pursued by the following and other measures approved by the Board of Directors of the Association:

[ 3.1 ] assisting its members to share expertise on a local or regional basis;

[ 3.2 ] organizing, and helping to organize, workshops, seminars, and conferences for teachers and professional development personnel;

[ 3.3 ] collecting and disseminating information relevant to the promotion of the teaching of German in Canada;

[ 3.4 ] collecting, publishing, and disseminating suitable supplementary teaching materials;

[ 3.5 ] obtaining, and assisting its members to obtain, funding for these and other approved purposes.

[ 4 ]

Support for projects furthering these objectives may be initiated by local, provincial, regional or national groups of teachers of German. A proposal may be submitted at any time to the Board of Directors of the Association which, after having considered its merits and implications, will make its decision in a timely manner.

[ 5 ]

MEMBERSHIP

Membership in the Association may be acquired by (a) interested groups or organizations whose membership has been approved by the Board of Directors, (b) individuals who are desirous of supporting the objectives of the Association, and (c) by any other individual whose membership has been approved by the Board.

[ 6 ]

There shall be three categories of membership in the Association:

[ 6.1 ] Organizational membership may be obtained by groups and institutions which are interested in supporting the objectives of the Association. Such applications shall first be submitted to the Board which will make an appropriate recommendation at the next General Meeting of the Association's members. Each such group or organization has the right to designate one person as its representative who is entitled to one vote at General Meetings of the Association.

[ 6.2 ] Sustaining membership may be obtained by individuals desirous of supporting the objectives and work of the Association.

[ 6.3 ] Honorary life-time memberships may be awarded, with the approval of the Board of Directors, to persons who have distinguished themselves in their service to the profession.

[ 7 ]

All organizational members in good standing, through their designated representatives, shall have the right to participate in the affairs of the Association and to propose motions, to debate and vote at meetings of the Association.

[ 8 ]

FEES

Membership fees shall be payable by individuals holding sustaining membership, and by the representatives of groups holding organizational membership. These fees shall be set by a General Meeting of the Association and stipulated in the By-laws of the Association.

[ 9 ]

GENERAL MEETINGS OF THE MEMBERSHIP

Subject to financial considerations, a General Meeting of the members of the Association shall normally be held not more than fifteen months after the holding of the preceding General Meeting.

[ 9.1 ] However, even in the absence of face-to-face meetings, the Board will ensure through the use of the Association's journal, newsletters, e-mail, and other means of distance communication that the membership (a) may remain informed of the Board's decisions and (b) can exercise control over the Board's actions by means of motions or post hoc approval of its actions.

[ 9.2 ] In particular, the following items of business shall require the Board to obtain formal approval from the Association's members:

• granting organizational membership (Article 6.1);

• membership dues (Article 8);

• appointment of an auditor (Article 15);

• amendments to the Constitution (Article 28); and the

• Treasurer's report (Article 40).

[ 10 ]

Notice of the time and place of the General Meeting shall be sent not less than twenty-eight days prior to the meeting.

[ 11 ]

If more than one professional development activity is sponsored by the CATG in a given year, the Board of Directors shall decide at which the General Meeting is to be held. If there are fewer than fifty members present at any duly convened General Meeting, the Board of Directors shall have the authority to determine whether or not those present constitute a quorum.

[ 12 ]

Voting at a meeting of members shall be by a show of hands except where a ballot is demanded by any member.

[ 13 ]

The powers and duties of the General Meeting shall be:

[ 13.1 ] to receive the report of the Officers and Committees of the Association;

[ 13.2 ] to decide on any matter referred to it for decision by the Board of Directors,

[ 13.3 ] to discuss any matter of concern to the Association pursuant to its stated objectives,

[ 13.4 ] to appoint auditors,

[ 13.5 ] to receive financial statements,

[ 13.6 ] to set membership fees, and

[ 13.7 ] to act as final authority of the Association.

[ 14 ]

Any fifty members in good standing may call a Special General Meeting for any purpose, except changes to the Constitution, and notice of such meeting, stating the purpose of the meeting, shall be given in accordance with Article 10.

[ 15 ]

At each General Meeting the members shall appoint an auditor to audit the accounts of the Association, and this auditor shall hold office until the next General Meeting, except that any vacancy may be filled by majority vote of the Board of Directors. The remuneration of the auditor shall be determined by the Board of Directors.

[ 16 ]

THE BOARD OF DIRECTORS

The property and business of the Association shall be managed by a Board of Directors.

[ 17 ]

In order to ensure close liaison with all current and future provincial, regional and national groups of teachers of German supporting the objectives of this Association, the Board shall consist of

[ 17.1 ] one representative of each of the provincial, regional and national associations of German teachers who are members of the Association;

[ 17.2 ] the immediate Past Chair of the Board of Directors; and

[ 17.3 ] ex officio, the editor of the journal of the Association, Forum Deutsch, in a non-voting capacity.

[ 18 ]

Each member association will designate one representative to the Board of the Association in a manner chosen by it. He or she shall serve as a Director.

[ 19 ]

Directors shall serve for two years from the date of designation, or until their successors are selected in their stead. A Director may be re- designated as the representative of a member association only once for two consecutive terms. The terms of office shall be staggered so that approximately half the number of Directors are designated by their member associations in each year. The Editor of the Association's journal shall be appointed by the Board for a specified term with the possibility of re-appointment.

[ 20 ]

The Board of Directors shall decide on all matters of policy and practice, except such matters as are reserved by this Constitution or the conditions of the Corporations Act pertaining to the rights and responsibilities of a General Meeting.

[ 21 ]

The Board of Directors shall have the power to elect and delegate authority to the Executive Committee, and to appoint and delegate authority to ad hoc committees, or to any person appointed by the Board for the performance of project-related tasks.

[ 22 ]

The position of Director shall be vacated:

[ 22.1 ] if he/she submits his/her resignation in writing to the Chair of the Board;

[ 22.2 ] if he/she is unable through illness or other reason to carry out his/her duties for the period of twelve months or more;

[ 22.3 ] on death.

[ 23 ]

Vacancies on the Board shall be filled for the remainder of the term by another appointee from the member association represented by the vacating Director.

[ 24 ]

The Directors and/or members of committees of the Association shall not receive any remuneration for carrying out their duties, but may be reimbursed for reasonable expenses incurred in the carrying out of their duties.

[ 25 ]

The quorum of any committee of the Association shall be the majority of its members and decisions made by simple majority. Any member of any committee may be removed by majority vote of the Board of Directors at a duly convened meeting. For this purpose the Executive Committee (see Article 36) does not constitute a Board of Directors meeting.

[ 26 ]

The Board shall have the power to receive such funds as are voted by the Association in the form of membership fees or dues, or as may accrue to the Association from other sources, and shall have the power to expend these funds on behalf of the Association.

[ 27 ]

Every Director or Officer of the Association or other person who has undertaken or is about to undertake any liability on behalf of the Association or any company controlled by it and their heirs, executors and administrators, and estate and effects respectively, shall from time to time and at all times, be indemnified and saved harmless out of the funds of the Association, from and against:

[ 27.1 ] all costs, charges and expenses whatsoever which such Director, Officer or other person sustains or incurs in or about any action, suit or proceedings which is brought, commenced or prosecuted against him/her, or in respect of any act, deed or matter or thing whatsoever, made, done or permitted by him/her, in or about the execution of the duties of his/her office or in respect of any such liability, and

[ 27.2 ] all other costs, charges and expenses which he/she sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by his/her own willful neglect or default.

[ 28 ]

Any amendment to this Constitution must first be approved by a majority of the Board of Directors and then submitted to the membership for approval. A two-thirds majority of members present at a duly convened General Meeting is required for the confirmation of any amendment to this Constitution except that no clause shall be considered enacted until approved by the Minister of Consumer and Corporate Affairs. Proxy voting is not permitted.

[ 29 ]

The Board of Directors shall normally meet once in each calendar year, but will conduct the majority of its business by mail or other means of distance communication.

[ 30 ]

The Chair of the Board of Directors may call a meeting of the Board at any time, provided that at least 21 days' notice is given in writing of the time, place, and purpose of the meeting. If possible, this meeting will be face-to-face.

[ 31 ]

The Chair of the Board of Directors shall convene a meeting of the Board upon request in writing of more than one third of its members. If possible, this meeting will be face to face.

[ 32 ]

A majority of the Directors of the Board present at any meeting shall constitute a quorum and, notwithstanding any vacancy among the Directors, a quorum of Directors may exercise all the powers of the Board.

[ 33 ]

Each Director shall be entitled to one vote at meetings of the Board, and decisions shall be taken by a majority of votes cast. Proxy voting is not permitted.

[ 34 ]

Unless otherwise designated, contracts, documents, cheques or any other instruments in writing requiring the signature of the Association shall be signed by two of three signing officers (i.e., the Chair, Vice-Chair, Treasurer, and Secretary) and all contracts, documents, cheques and other instruments in writing so signed shall be binding upon the Association.

[ 35 ]

THE EXECUTIVE

The Board of Directors shall elect a Chair, Vice-Chair, Secretary and Treasurer from its number who, together with the Past Chair and the Editor of Forum Deutsch shall constitute the Executive Committee. All members of the Executive Committee shall be Directors of the Association and shall cease to be members of the Executive Committee if they cease to be Directors or if they are removed by a majority vote of the Board of Directors.

[ 36 ]

The Executive Committee shall have the power by majority vote to appoint Officers, members of the Board of Directors, or other members of the Association, on behalf of the Association, either to sign contracts, cheques and other documents in writing generally or to sign specific contracts, other documents, cheques and other instruments.

[ 37 ]

The Chair of the Board of Directors shall be the chief executive officer of the Association and shall preside at all meetings of the Association and the Board of Directors. He/she shall have the general and active management of the affairs of the Association and ensure that all orders and resolutions of the Board are carried into effect.

[ 38 ]

The Vice-Chair shall, in the absence or disability of the Chair, perform the duties and exercise the powers of the Chair and shall from time to time perform such other duties as shall be assigned to him/her by the Board of Directors.

[ 39 ]

The Secretary may be empowered by the Board of Directors upon resolution of the Board to carry on the affairs of the Association generally under the supervision of the Officers thereof and shall attend all meetings and act as clerk therefore and record all votes and minutes of all proceedings in the books to be kept for that purpose. He/she shall give or cause to be given notice of all meetings of the members of the Board of Directors, and shall perform such other duties as may be prescribed by the Board or Chair, under whose supervision he/she shall be. He/she shall be custodian of the seal of the Association, which he/she shall deliver only when authorized by a resolution of the Board of Directors to do so and to such person or persons as may be named in the resolution.

[ 40 ]

The Treasurer shall have the custody of the funds and securities of the Association, and shall keep full and accurate accounts of all assets, liabilities, receipts and disbursements of the Association in the books belonging to the Association and shall deposit all monies, securities and other valuable effects in the name and to the credit of the Association in such chartered bank or trust company, or, in the case of securities, with such registered dealer in securities as may be designated by the Board of Directors from time to time. He/she shall disburse the funds of the Association as may be directed by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the Chair and Directors at meetings of the Board of Directors, and to the membership at the General Meeting, an accounting of all the transactions and a statement of the financial position of the Association. He/she shall also perform such other duties as may from time to time be directed by the Board of Directors.

[ 41 ]

The minutes of meetings of the Board and of the Executive Committee shall be available to the Directors, each of whom shall receive a copy of such minutes within 60 days of a meeting of the Board or a General Meeting. Upon written request, any member of the Association in good standing has the right to examine such minutes.

[ 42 ]

The financial year of the Association ends on 31 December.

[ 43 ]

PUBLICATION

Forum Deutsch is a publication for and on behalf of Canadian teachers of German on all levels of instruction. Published through the Canadian Association of Teachers of German, it is a collaborative publication of the Canadian Association of German Language Schools, the Canadian Association of Teachers of German, and the Goethe-Institute.

[ 44 ]

The editorial team of Forum Deutsch shall consist of an Editor-in Chief as well as delegates from collaborating organizations sponsoring the publication of Forum Deutsch and representing all levels of instruction. The four levels of instruction are: language schools, elementary to seconday institutions, post-secondary institutions, and Goethe-Institutes.

[ 45 ]

The Editor-in Chief of Forum Deutsch is selected by delegates from the organizations sponsoring the publication of Forum Deutsch. Their selection shall be presented to the Board of Directors for approval and shall be ratified by all sponsoring organizations.

[ 46 ]

The Editor-in-Chief together with the editorial team shall have a free hand in editorial matters. However, proposals from the editorial team for substantial changes to the format and/or concept of Forum Deutsch shall be presented for approval to the Board of Directors.

[ 47 ]

The funds for Forum Deutsch, consisting of financial contributions from the sponsoring organizations, shall be held in a sub-account of the Association. The Editor-in-Chief shall be responsible for the prudent management of these funds and shall present an annual financial report to the Association. Upon request, the sponsoring organizations shall have access to the financial records of the Forum Deutsch sub-account.

BY-LAWS OF THE CANADIAN ASSOCIATION OF TEACHERS OF GERMAN

[ 1 ]

FEES

The fees per annum shall be:

[ 1.1 ] Organizational membership: $1 per member or $50 per year, whichever is greater.

[ 1.2 ] Sustaining membership: $20 per year.

[ 1.3 ] Honorary life-time membership: Free.

[ 2 ]

BUSINESS PROCEDURES

The Board of Directors may prescribe such procedures not consistent with these by-laws relating to the management and operation of the Association as they deem expedient, provided that such procedures have force only until the next General or Special General Meeting of the members of the Association when they shall be confirmed, and failing such confirmation shall at and from that time shall cease to have any force and effect.

[ 3 ]

The affairs of the Association shall be conducted and the records of the Association kept in English, French or German.

[ 4 ]

In these By-laws and in all other By-laws of the Association hereafter passed, unless the context otherwise requires, the singular shall include the plural and the plural the singular, the masculine the feminine and the feminine the masculine, and references to persons shall include firms and corporations.

[ 5 ]

CHANGES TO THE CONSTITUTION

The Board of Directors may propose amendments to the Constitution as it deems necessary. Such amendments, when approved by a majority vote of the Board, must then be submitted to the membership for approval.

[ 6 ]

Any member in good standing may propose an amendment to the Constitution of the Association at a General Meeting or submit such an amendment to the Board for their consideration.

[ 7 ]

After a one-month notice to amend the Constitution having been given in writing to the membership, the Constitution may be amended by a two-thirds majority vote by the members present at the General Meeting or by a mail ballot. The Board may set the procedures for a mail ballot by a simple majority of its members.

[ 8 ]

CHANGES TO THE BY-LAWS

By-laws and amendments thereto require a simple majority of votes cast at the General Meeting or by a mail ballot for which the Board may set the procedures by a simple majority of its members. Any motion for enactment, repeal or amendment must be circulated as part of the agenda at least one month prior to the meeting at which it is to be discussed or the scheduled beginning of the mail ballot.

[ 9 ]

MOTIONS

Any motion which a member wishes to propose to a General or Special General Meeting shall be submitted to the Board of Directors for their information at least 90 days prior to the meeting so that it may be considered by the Board prior to its inclusion in the agenda.

[ 10 ]

At any General or Special General Meeting a member may request permission to introduce an item of business or propose a motion as a matter of urgency at the time that the agenda is considered. Approval of such business requires a two-thirds majority of votes cast.

[ 11 ]

Under "Other Business", no motions may be made on any matter other than a motion that the Board of Directors be requested to consider any given matter at its discretion.

[ 12 ]

DISSOLUTION

It is the unalterable provision of this Constitution that members of the Association shall have no interest in the property and assets of the Association, and that upon dissolution or winding-up of the Association any funds or assets of the Association remaining after satisfaction of its debts and liabilities, shall be distributed to the recognized charitable organization in the area whose objects most nearly accord with those of this Association, as determined by its members at dissolution.