CEAPA Constitution
Section 1 – Name
1.1 The Association will be called the Canadian Employee Assistance Program Association (hereinafter referred to as “the Association” or as “CEAPA” Section 2 – Objectives 2.1 The objectives of the Association are:
a) To represent the interests and breadth of the Canadian EAP Community, geography, language and culture to ensure appropriate representation of participating groups.
b) To mobilize the Canadian EAP community to provide effective assistance to employees and their families, through the promotion of standards, education, information and advocacy.
c) To ensure the standards, education and information are provided to Association members.
d) To promote the concept of EAP in Canada
e) To provide effective liaison with appropriate provincial, national and international groups who have an interest in EAP.
Section 3 – Registered Office 3.1 The registered office of the Association shall be at The Main Floor, 140 1stAve. N, Saskatoon, Sk, S7N 1Y7. and at other places as the directors association may from time to time decide.
Section 4 – Seal 4.1 The seal of the Association shall be in the form prescribed by the first directors, with the words “Canadian Employee Assistance Program Association (CEAPA) Inc.” inscribed on it. Section 5 – Directors 5.1 Power of the Directors:
a) The business of the Association shall be managed by the Board of Directors, which shall consist of not more than nine members nor less than five members.
b) The Directors shall formulate the policy of the Association, subject to the approval of the membership.
c) The Directors shall be authorized to spend whatever monies that are necessary to carry out the aims and objectives of the Association.
d) The Directors shall be responsible to the membership of the Association for all business transacted or any actions taken by them.
5.2 Eligibility:
a) An individual must be a member in good standing of the Association and must support the Associations objectives.
b) No more than one (2) employees from the same organization may hold office on the Board of Directors at any one time
5.3 Quorum:
A Quorum of Directors may exercise all of the powers of the Directors. A quorum shall be made up of five Directors.
5.4 First Directors:
The applicants for incorporation shall become the First Directors of the Association.
5.5 Successors to the First Directors:
a) The Past-President shall serve as an ex-officio member.
5.6 Election of the Directors:
Subject to the previous section, Directors shall be elected at the Annual General Meeting of the Association. The procedure to be followed is to be established, for example
a) The President shall appoint a nominating committee at least three (3) months prior to the Annual General Meeting, at which time elections shall be held.
b) The Nominating Committee shall send nomination forms to all members of the Association. Completed forms shall be returned within a time frame specified by the Nominating Committee. Each from shall be signed by the proposer.
c) At the Annual General Meeting the Nominating Committee shall report to the members willing to stand for election. Additional nominations may be lead form the floor at the Annual General Meeting. Nominations must be consented to in writing by the nominees.
d) Election of the Directors shall be conducted at the Annual General Meeting. They shall then elect the officers at the first opportunity.
e) A defeated candidate may be nominated for a subsequent position. Any member in good standing may be nominated or elected as an officer of the Association.
5.7 Term of Office and Filling of Vacancies:
a) Directors shall be elected for terms of three (3) years. Terms of office begin the first day of the fiscal year immediately following the year in which the election occurred.
5.8 Vacation of Office/ Removal of Directors:
a) In the case of resignation, the departing Director shall appoint a successor to fulfill the remainder of the term; subject to ratification of the Board.
b) In the event of resignations and vacancies, the Board of Directors may appoint members to fill the position until the next election.
c) The membership, in a special meeting called for this purpose, can remove a Director by special resolution and a majority vote.
Section 6 – Officers 6.1 The officers of the Association are the President, Vice-President, Secretary and Treasurer.
6.2 Duties of Officers:
a) The President shall be the Chief Executive Officer and spokesperson for the Association.
b) The Vice-President shall perform the duties of President in the President’s absence and other duties assigned by the President.
c) The Secretary shall notify members of meetings, record minutes of meetings in permanent form and distribute them and conduct correspondence as may be required.
d) The Treasurer shall collect and deposit, in a recognized financial institution, all monies pertaining to the Association, shall pay accounts as approved by the Executive, maintain and update a statement of receipts and expenditures, provide an audited financial statement at the close of fiscal year for inclusion in the Annual Report, and invest funds as approved by the Executive.
e) The Committee Chairpersons shall perform such duties as assigned by the President
6.3 Election of Officers:
a) President, Vice-President, Treasurer and Secretary shall be elected to the Board of Directors for a one-year term, not excluding further terms.
b) The election of officers shall take place at the Annual General Meeting and shall be conducted prior to the election of Directors.
c) The nomination process described in subsection 5.5 for Directors shall be used for the nomination of officers.
d) The election for the office of President shall take place first, and the election of the other officers shall take place in the following order: Vice-President, Treasurer and Secretary.
e) A defeated candidate may be nominated for a subsequent position.
f) Any member may be nominated or elected as an officer of the Association.
6.4 Powers of the Executive:
a) The President, Vice-President, Secretary and Treasurer shall constitute the Executive. They shall carry out the functions delegated to them by the Directors of the Association.
Section 7 – Meetings 7.1 The Annual General Meeting (AGM) shall be held annually. Every two (2) years the election of office shall be held at the AGM.
7.2 Meetings of the Executive, the Board of Directors, of all the Committees and of the general membership shall be scheduled in consultation with the Executive.
7.3 The Board of Directors shall meet at least four (4) times a year, either directly or by means of conference calls.
Section 8 – Membership 8.1 Membership in the Association shall be available to anyone in Canada, who is interested in, or involved in the promotion and delivery of Employee Assistance Programs (EAPs); and
a) signs and abides by the Association’s code of ethics; and b) completes a membership form, as required by the Association; and c) is approved as a member by the Board of Directors of the Association
8.2 Membership fees shall be established by the Executive, and will be announced at the Annual General Meeting. To maintain membership, and current members are required to pay membership fees within the first ninety (90) days of the fiscal year.
8.3 A membership can be terminated by a two-thirds vote of the Board of Directors, if the member in question has proven to have intentionally acted in a manner detrimental to the welfare of the Association.
8.4 Each individual member in good standing shall be entitled to one vote on each question arising during any special or Annual General Meeting of the members.
8.5 Employers, practitioners, groups representing employees\unions who abide by the CEAPA’s code of ethics, others involved or interested in the delivery of EAP programs.
Section 9 – Committees 9.1 Committees may be set up by the Executive at any time with specific terms of reference. The existence of these committees shall be terminated when these terms have been fulfilled.
Section 10 – Finances 10.1 The fiscal year of the Association shall be September 1 to August 31.
10.2 All payments are to be made by cheque.
10.3 Signing officers include the Treasurer and any one of the following. President, Vice- President, Secretary.
10.4 A financial report shall be made regularly to the Executive and to members.
Section 11 – Memberships 11.1 Execution of Instruments:
a) Deeds, transfers assignments, contracts, obligations, certificates and other instruments may be signed on behalf of the Association by any one of the Directors of Officers. In addition, the Board may from time to time direct the manner in which and the person or persons by whom any particular instrument or class of instruments may or shall be signed. Any signing officer may affix the corporate seal (if any) to any instrument. Any signing officer may certify a copy of any instrument, resolution, by-law or other document of the Association to be a true copy thereof.
Section 12 – Property of the Association 12.1 Power to Accumulate: a) To accumulate from time to time part of the fund or funds of the Association and income there from subject to any statutes or laws from time to time applicable.
12.2 Power to Invest:
a) To invest funds of the Association in such manner as the Directors may determine in those investments authorized by law for Trustees.
b) To invest and re-invest the funds of the Association in such manner as determined by the Directors, and in making such investments, the Directors shall not be limited to investments authorized by law for Trustees, provided such investments are reasonable, prudent and sagacious under the circumstances and do not constitute, either directly or indirectly., a conflict of interest.
12.3 Power to Solicit Donations and Grants:
a) To solicit and receive donations, bequests, legacies and grants, and to enter into agreements, contracts and undertakings incidental thereto.
12.4 Power To Receive Personal Property: a) To acquire, by purchase, contract, donation, legacy, gift, grant, bequest or otherwise, any personal property and to enter into carry out any agreements, contracts or undertakings incidental thereto, and to sell, dispose of and convey the same or any part thereof, as may be considered advisable.12.5 Power to Hire:
a) To employ and pay such assistants, clerks, agents, representatives and employees, and to procure, equip and maintain such offices and other facilities and to incur such reasonable expenses as may be necessary, provided that the corporation shall not pay any remuneration to a Director in any capacity whatsoever.
12.6 Power to Co-operate with Other Charitable Organizations:
a) To co-operate, liaise and contract with other charitable organizations, institutions or agencies which carry on similar object to that of the Association.
12.7 Power to Issue Cheques:
a) To draw, make, accept, endorse, execute and issue cheques and other negotiable or transferable instruments.
12.8 Power to Pay Cost of Incorporation:
a) To pay all costs and expenses of, or incidental to , the incorporation.
Section 13 – Amendments 13.1 This constitution may be amended by a majority of the members present at an AGM or a special meeting, provided that a 30-day notice of the proposed amendment is given.
Section 14 – Rules of Order 14.1 Robert’s Rules of Order shall govern all meetings of the Association
Section 15 – Dissolution 15.1 The Association may be dissolved by a special resolution of members at a special meeting called for this purpose.
15.2 Upon dissolution the remaining property of the Association shall be distributed or disposed of to an organization in Canada, which is charitable or beneficial to the community and whose purposes are most similar to those of the Association at the time