Governance & Legal

Bylaws of the Foundation

The constitutional framework governing the Canadian Geological Foundation, ensuring transparency, accountability, and effective management of our mission.

Part 1: Interpretation

1.1 Definitions

In these Bylaws and the Articles 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.
“Board”means the Directors acting as authorized by the Articles and these Bylaws.
“Bylaws”means this Bylaw and all other Bylaws of the Corporation from time to time in force.
“Corporation”means the Canadian Geological Foundation.
“Members”means those Persons who have become members in accordance with these Bylaws.

For the full list of statutory definitions, please refer to the Canada Not-for-profit Corporations Act.

Part 2: Membership

2.1 Class of Membership

Subject to the Articles, there is a single class of membership in the Corporation.

2.2 Composition of Membership

Membership in the Corporation will be composed of up to fourteen (14) Persons, representing key geoscience bodies across Canada:

President of the Canadian Federation of Earth Sciences (CFES)

President of the Geological Association of Canada (GAC)

Director-General of the Geological Survey of Canada

Geoscientist Fellow of the Royal Society of Canada

Up to 7 other Geologists from adhering CFES societies

2.7 Term of Membership

The term of membership for an appointed Member is two (2) years. Members may be re-appointed for up to two further terms for a maximum of three consecutive terms.

Part 3: Meeting of Members

3.2 Annual General Meetings

An annual general meeting will be held at least once in every calendar year and not more than 15 months after the preceding AGM, but no later than 6 months after the end of the Corporation’s preceding financial year.

3.5 Notice of Meeting

Notice of a Meeting of Members will be sent to each Member entitled to vote between 21 and 60 days before the meeting date (for physical mail) or 21 and 35 days (for electronic mail).

Part 4: Proceedings at Meetings

4.4 Quorum

A quorum for a Meeting of Members is the greater of three (3) Members and one-third (1/3) of the total number of current Members.

4.13 Entitlement to Vote

Each Member is entitled to one (1) vote at a Meeting of Members. Voting may be conducted via show of hands, voice vote, or ballot at the discretion of the Board.

Part 5: Directors

5.4 Composition of Board

The Board will be composed of no fewer than three (3) and no more than seven (7) Directors, as set by Ordinary Resolution.

5.12 Term of Office

The term of office for Directors is normally four (4) years. A Director may serve for a maximum of eight (8) consecutive years.

5.19 Remuneration

"A Director is not entitled to any remuneration for acting as a Director. A Director may be reimbursed for all expenses necessarily and reasonably incurred by him or her while engaged in the affairs of the Corporation."

Part 6: Proceedings of the Board

6.1 Calling of Meetings

Meetings of the Board may be held at any time and place determined by the Board. The Chair may call a meeting at any time and must do so on the request of any two Directors.

6.4 Quorum

A quorum for a meeting of the Board will be a majority of the Directors currently in office.

Part 7: Committees

7.1 Standing and Special Committees

The Board may create standing and special committees as necessary, provided each committee includes at least one Director. Committees have no powers except those specifically conferred by Board Resolution.

Part 8: Duties of Officers

The officers of the Corporation are the Chair, Vice-Chair, Secretary, and Treasurer. All officers must be Directors and are elected annually by the Board following the AGM.

Chair: Supervise other officers and preside at meetings.

Vice-Chair: Assist the Chair and act in their absence.

Secretary: Maintain minutes and records of the Corporation.

Treasurer: Manage accounts and prepare financial statements.