ARTICLE I
PURPOSE AND ACTIVITIES
SECTION 1. NAME.
The name of this organization shall be the Canadian Chapter of the Association for Information Systems, abbreviated as CANAIS, and hereafter referred to as the AIS Community or the Community.
SECTION 2. STATEMENT OF PURPOSE.
The Canadian Chapter of the Association for Information Systems (CANAIS) is a Chapter of the Association for Information Systems (AIS) serving Canada and Canadians. The purpose of the Chapter is to promote the exchange of ideas, experiences, and knowledge among scholars and professionals in Canada – and Canadian scholars and professionals employed in other countries – engaged in the development, management, and use of information systems and technology.
SECTION 3. ACTIVITIES.
The various activities of the AIS Community are to promote the exchange of professional communications among scholars and professionals responsible for education, design, implementation, and management of information systems in both private and public organizations. The activities of the Community include:
- Providing a locally-focused forum for those concerned with all aspects of information systems;
- Providing an opportunity for the exchange of ideas concerning the management of information systems with member counterparts;
- Conducting locally-focused programs and conferences for the benefit of members;
- Providing a means for critical examination of the problems and opportunities associated with information systems in Canada.
All AIS Community activities must be in concert with the Constitution and Bylaws of AIS. The Executive Board of the
Community may propose additional activities.
ARTICLE II
MEMBERSHIP
SECTION 1. MEMBERSHIP CLASSES.
The AIS Community shall provide all classes of membership as contained in Article III of the Bylaws of AIS. All members
of the Community must be current members of AIS.
SECTION 2. COMMUNITY DUES.
The Community Executive Board shall have the authority to determine the Community dues and other payments to be made by the members of the Community annually. If community dues are established, the annual dues of each member for the Community shall be paid at the beginning of the membership year coinciding with the member's AIS membership year.
SECTION 3. MEMBER RIGHTS.
Each member in good standing shall have the right to vote, participate in all Community and AIS activities, and hold office in the Community.
SECTION 4. TERMINATION OF MEMBERSHIP.
Resignation. A member of the Community may terminate his, her or their membership at any time by submitting a letter of resignation to the Community Executive Board, removing the Community from his, her or their AIS membership portal list, or by not paying AIS and Community dues within two (2) months of the date on which they are due.
Expulsion. A member may be expelled for conduct deemed prejudicial to the Community by a two-thirds majority of the individual members in attendance at a general business meeting of the Community where a quorum is present, provided that the member shall first have been served with a written notice explaining the reason(s) for the proposed expulsion, and shall be given an opportunity to challenge the proposed expulsion to those in attendance at the general business meeting.
ARTICLE III
MEETINGS OF MEMBERS
SECTION 1. ANNUAL GENERAL MEETING
An annual general meeting (AGM) shall be held to install officers (if required by terms of office) and to conduct such business as required. The time, location, and other details of the meeting shall be determined by the Community Executive Board and communicated to the membership. While a face-to-face meeting is preferred, a virtual meeting is acceptable.
SECTION 2. NOTICE OF MEETINGS.
A written or other notice stating the place, time, date, and hour of meetings shall be delivered to the membership at least two (2) weeks prior to the meeting. If emailed, such notice shall be delivered to the email address of each member as it appears on the records of AIS. The AIS Executive Director shall also be notified of all Community meetings within said timeframe.
SECTION 3. QUORUM.
Prior notice of the AGM and general business meetings having been given, 25% of the Community members shall constitute a quorum for the purpose of such meetings of the Community. If a quorum is not present, the AGM or general business meeting shall be adjourned until a quorum can be obtained. A quorum is not required for other meetings or events of the Community.
SECTION 4. VOTING.
Each member in good standing with the Community shall be entitled to one vote on business pertaining to the Community. Decisions shall be by a majority of those participating and eligible to vote. On matters of general business, voting may be conducted by any means chosen by the Community Executive Board, including electronically. Regarding the election of officers, voting may be conducted by any means chosen by the Election Committee, including electronically. In regard to both election of officers and matters of general business, all members who are eligible to vote have both absentee and proxy voting rights.
ARTICLE IV
EXECUTIVE BOARD
SECTION 1. MEMBERS OF THE EXECUTIVE BOARD.
The Executive Board shall consist of the officers of the Community, the Immediate Past President of the Community, and Directors (see Article V.3). The President of the Community shall serve as the Chair of the Executive Board.
SECTION 2. DUTIES OF THE EXECUTIVE BOARD.
The Executive Board shall serve as the governing authority of the Community. The Executive Board shall manage the property, business, and affairs of the Community. The Executive Board may exercise all such powers of the Community as defined by the laws of Canada, these bylaws, and the bylaws of AIS. The Executive Board shall, in furtherance of, but not in limitation of its powers, and subject to review by AIS, have the authority and power to: represent the members of the Chapter for all matters, internal and external; establish policies and practices for the Chapter; and approve broad arrangements for all Chapter activities.
SECTION 3. MEETINGS OF THE EXECUTIVE BOARD.
There shall be at least one annual meeting of the Executive Board. Additional meetings may be called by the President or by at least three members of the Executive Board. The meetings shall be held at a time, place, and manner designated by the President. Notice of the meetings shall be given in writing at least two (2) weeks prior to the meeting. Other methods of meeting in addition to face-to-face may be used.
SECTION 4. QUORUM.
Presence of more than one-half of the members of the Executive Board shall constitute a quorum for the transaction of business at any meeting of the Executive Board.
SECTION 5. VOTING.
Decisions shall be by a simple majority of those present and voting. The President may exercise a casting vote if the need arises.
SECTION 6. PARLIAMENTARY PROCEDURE
Robert’s Rules of Order shall govern parliamentary procedure unless otherwise specified.
ARTICLE V
OFFICERS AND MEMBERS OF THE EXECUTIVE BOARD
SECTION 1. OFFICERS.
The officers of the Community shall consist of the President, President-Elect, Immediate Past President, Secretary and Treasurer. No person may hold multiple offices at the same time. A goal of elections is to ensure Officers represent the different regions of Canada. The officers of the Community must be members in good standing with the Community and AIS. The period of the President-Elect, President and Immediate Past President are one year however there is a progression through each office and so an individual elected President-Elect will serve a total of three years – one in each presidential position. The period of all other offices is two years unless decided otherwise by the Executive Board. Elections of a President-Elect will be held every year. Elections of the Secretary and the Treasurer will be held in alternating years. Extensions beyond two years may also be approved by a majority of the membership present at the AGM and if they support succession planning. In either case, the term of any office may be no more than three years.
SECTION 2. OFFICER TITLES.
When referring to an officer title or position, AIS Communities will reference their position in one of the following
manors:
i. Community + Officer Position
a. Examples: Chapter President, Chapter Secretary, Chapter Doctoral Student Representative
ii. Community Name + Community + Officer Position
a. Examples: AIS Canadian Chapter Immediate Past-President, AIS Canadian Chapter Treasurer
SECTION 3. AT-LARGE DIRECTORS.
In the event that At-Large Directors are deemed necessary or desirable by the Community, such additional Director positions may be established by a vote of the Community. An election shall take place according to the Community bylaws to fill the position(s). Directors shall serve a term of not more than two years. Up to six (6) At-Large Regional Directors may be established to ensure regional representation across the five main Canadian regions (BC, Prairies, Ontario, Quebec and Atlantic) and one for Canadians outside of Canada.
SECTION 4. FUNCTIONAL AREA DIRECTORS.
In the event that Functional Area Directors (such as Events Director, Publications Directors, etc.) are deemed necessary or desirable by the Community, such additional Director positions may be established by the Executive Board. Functional Area Directors are not considered part of the Community Executive Board. All Directors must be members in good standing with the Community and AIS. The Directors may be appointed by the Executive Board or elected by the Community according to the election bylaws. Directors shall serve a term of not more than two years.
SECTION 5. NOMINATION.
A Nominations and Election Committee chaired and selected by the Immediate Past President shall seek and nominate at least one candidate for each Officer and Director position to be filled no later than 30 days prior to the annual election. Nominations may also be made by any member eligible to vote by sending the name of the nominee to the Election Committee no later than 30 days prior to the annual election providing the nominee has given prior consent.
SECTION 6. ELECTIONS.
The annual election of the Community officers and the At-Large and Functional Area Directors (if applicable) will be held during the annual general meeting of the Community by a method to be chosen by the Nominations and Election Committee. Each voting member, as described in Article IV.4 above, shall be entitled to one vote. Voting shall be conducted in a manner deemed appropriate by the Election Committee. The nominee receiving the most votes cast shall fill each position.
SECTION 7. REMOVAL.
Any officer, member of the Executive Board, or elected Functional Area Director may be removed by a vote of the majority of the voting members at an annual general or business meeting of the Community, or by postal or email voting by 25% of the Community membership. Such a vote must be recommended and scheduled by the Executive Board. Notification to the voting members that a vote will be conducted for removal of an officer, member of the Executive Board or elected Functional Area Directors must be made no less than two (2) weeks prior to the vote being taken. Any appointed Functional Area Director or other appointed volunteer may be removed by majority vote of the Executive Board.
SECTION 8. RESIGNATIONS.
Any officer, member of the Executive Board, At-Large Director or Functional Area Director may resign at any time by giving written notice, including email, to the President or Secretary of the Community. Such resignation shall take effect at the time specified therein; and, unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective. The President may resign at any time by giving written notice, including email, to the AIS Vice President of Communities and the AIS Executive Director.
SECTION 9. VACANCIES.
For offices other than President-Elect, a vacancy occurring in the elected offices for any reason shall be filled by appointment by the President with the approval of the majority of the Executive Board. A vacancy in the office of President or President-Elect shall be filled by election, regular or special, by the Community’s membership. If the position of Immediate Past President is vacant, the President or President-Elect shall appoint an At-Large Director as a voting member on the Executive Board. Appointments to fill vacancies shall continue until the next annual general meeting. In the event that a vacancy occurs in the first year of a two-year term, the person elected at the next annual meeting shall serve a term of only one year, to restore the pattern of staggered elections. Service filling a vacancy shall not be considered toward the normal officer term limits.
SECTION 10. DUTIES OF THE PRESIDENT.
The President shall be the chief elected officer of the Community. The President shall perform all duties that pertain
to the office of the President and that may be assigned by the Executive Board. The President's primary duties shall
be:
- Preside over all meetings of the members of the Community.
- Call and chair all Executive Board meetings.
- Designate all committees and their chairpersons, with the concurrence of the Executive Board.
- Supervise all other officers of the Community and see that their duties are properly performed.
- Accept and receive donations, gifts, devises, and bequests.
- Coordinate the Community's activities and conduct any necessary business with external organizations.
- Ensure that all orders and resolutions of the Executive Board are put into effect.
- Submit at the annual general meeting an annual activity report of the operations of the Community for the preceding year.
- Assure the timely submission of all requested forms, documents, and communications to and from AIS.
SECTION 11. DUTIES OF THE SECRETARY.
The Secretary shall be the chief administrative officer of the Community and shall perform all duties that pertain to
the office of Secretary and that may be assigned by the President and the Executive Board. The secretary's primary
duties shall be to:
- Keep minutes of the annual general meeting and other business meetings of the Community.
- Attend the meetings of the Executive Board and act as the clerk thereof and record all the acts, notes, and minutes of the meeting.
- Submit an annual Activity Report (and any other reports) to the AIS Vice President of Communities as requested.
- Notify Community members and members of the Executive Board of all meetings.
- Perform other duties as time to time assigned by the President.
SECTION 12. DUTIES OF THE TREASURER
The Treasurer shall be the chief financial officer of the Community and shall perform all duties that pertain to the
office of Treasurer and that may be assigned by the President and the Executive Board. The treasurer's primary duties
shall be to:
- Maintain the financial records of the Community and produce an annual financial report.
- Review all applications for membership and maintain a membership roster.
- Submit an annual Financial Report to the AIS Vice President of Communities.
SECTION 13. DUTIES OF THE IMMEDIATE PAST PRESIDENT.
The Immediate Past President of the Community shall serve as a voting member of the Executive Board and as the chair of the Nominating and Election committee. The Immediate Past President will assist the President as required, and chair annual and special meetings in the absence of the President.
SECTION 14. DUTIES OF PRESIDENT-ELECT.
The President-Elect shall serve as a general assistant to the President and shall assume the office of President at the end of the term of office of the President.
SECTION 15. DUTIES OF DIRECTORS
The duties of At-Large and Functional Area Directors will be determined and defined by the Executive Board.
ARTICLE VI
COMMITTEES
SECTION 1. SPECIAL COMMITTEES.
The President, with the concurrence of the Executive Board, may establish and appoint special committees, not having and exercising the authority of the Executive Board, to aid and assist the President and the Executive Board in the management of the affairs of the chaper.
SECTION 2. NOMINATING AND ELECTION COMMITTEE.
Not less than forty (40) days prior to the annual election of officers and directors, the Immediate Past President, with the consent of the Executive Board, shall appoint at least two (2) additional members to a Nominating and Election Committee chaired by the Immediate Past President. This Committee will consist of voting members of the Community. This committee will prepare a slate of nominees for Community offices and conduct the subsequent annual election of officers and directors of the Community according to the processes and procedures set out in preceding sections.
ARTICLE VII
FINANCE AND ADMINISTRATION
SECTION 1. FISCAL YEAR.
The fiscal year of the Community shall coincide with the fiscal year of AIS (July 1-June 30).
SECTION 2. ASSETS.
The Community may buy, own, and/or dispose of assets, financial or otherwise, that are necessary or desirable in the pursuit of the Community's goals and objectives.
SECTION 3. LIABILITIES.
The Community shall not enter into any contract or agreement or undertake any action that could result in any obligation or liability to AIS without the express written consent of the AIS Executive Director.
SECTION 4. FUND DEPOSITS.
All funds of the Community shall be promptly deposited in qualified bank accounts established in the Community's name by the Treasurer or other Executive Officer. Any funds acquired by the Community shall be clearly marked for and deposited to the account of the Community. Funds of the Community shall not be co-mingled with the funds of any other entity notwithstanding that said funds may be deposited with and managed by AIS.
SECTION 5. FUND DISBURSEMENTS.
Checks for all disbursements of funds of the Community shall be signed by at least two executive board members or by the AIS Executive Director (or designee).
SECTION 6. DISSOLUTION.
The Vice President – Communities will monitor community activities on an annual basis. Failure to file reports or other signs of lack of professional activities or standing for a particular community will be investigated by the Vice President – Communities who may, at his, her or their discretion, and after notification of any community officers, recommend to the Council the suspension or termination of the subdivision. The Council shall have the right to revoke the charter of and suspend or terminate any community. Prior to dissolution of the Community, a special meeting shall be convened to nominate representatives to manage the disposition of the assets of the Community. After paying or making provision for the payment of all the liabilities
of the Community, the remaining assets of the Community shall be remitted to AIS.
SECTION 7. ANNUAL REPORTS
Each community shall submit to the Vice President Membership Services and Chapters and to the VP of Region 1 an annual report of its activities for the past year and its current financial status. The format and timeline for the annual report will be established by the Vice President Membership Services and Chapters. An independent representative appointed by the Executive Board shall review the Treasurer’s accounts annually at the end of the fiscal year.
SECTION 8. FINANCIAL ACCOUNTS.
The Treasurer shall establish and maintain bank accounts for the financial assets of the Community. At least two executive board members must have access to the bank accounts. The executive board shall determine the officers with access to the accounts.
ARTICLE VIII
OTHER AUTHORITIES
SECTION 1. AUTHORITY
For authority on all matters not covered by these bylaws, the following documents will apply, in this order of priority:
First – AIS Constitution
Second – AIS Bylaws
Third – AIS Council Policies
SECTION 2. JURISDICTION
These bylaws will comply with all applicable laws of Canada and its provinces.
ARTICLE IX
AMENDMENTS
SECTION 1. AMENDMENTS
Amendments to these bylaws shall be adopted by two-thirds (2/3) vote of the members present at any regular meeting or by electronic ballot. In both cases, a minimum of two weeks must occur between the notification (electronic acceptable) and voting on the amendments. Notification must be sent to all Community members in good standing with both the community and AIS.
SECTION 2. CONFORMITY
These bylaws and any amendments to them shall be in conformity with the AIS Constitution, AIS Bylaws, and this Standard Form for Community Bylaws. Amendments previously approved by AIS to be in conformity may become effective immediately, unless a later effective date is specified upon adoption. Any amendments not in conformity shall not be effective until or unless approved by AIS. AIS Council shall have authority on any questions regarding conformity.
SECTION 3. REQUIRED AMENDMENTS
If the AIS Constitution or Bylaws are amended in such a way that necessitates revisions to the Standard Form for Community Bylaws, the Executive Board shall amend the bylaws at the next regularly scheduled board meeting to reflect such revisions and shall inform the members. A vote to change the Community bylaws is not necessary for required amendments.
SECTION 4. APPROVAL
These bylaws and all amendments or additions thereto shall not become effective until approved by the Association for Information Systems.
Approved by AIS Council 20/03/24