Disclaimer: This version of the NFA Bylaws has been reformatted into HTML and is not the official version.
The official version of the Proposed NFA Bylaws may be downloaded from the following link:
BYLAWS OF
Canada's National Firearms Association
formerly known as
The National Phoenix 1984 Firearms Information and Communication Association (NFA)
ASSOCIATION SEAL
1. The seal, an impression whereof is stamped in the margin hereof, shall be the seal of the association.
HEAD OFFICE
2. Until changed by the board of directors in accordance with these bylaws, the Head Office of the association shall be in the City of Edmonton, in the Province of Alberta.
CONDITIONS OF MEMBERSHIP and ASSOCIATION OBJECTS
3. Membership in the association shall be limited to persons who agree to further the objects of the association and shall consist of anyone whose application for admission as a member has received the approval of the board of directors of the association. A voting member is an individual person who is both at least 18 years of age in the year of the election, and pays the membership fees prescribed by the board of directors for a voting member. The board of directors may establish other classes of membership and may prescribe dues, voting rights, benefits and restrictions for those classes.
4. Canada's National Firearms Association exists to promote, support and protect all safe firearms activities, including the right of self defence; firearms education for all Canadians; freedom and justice for Canada's firearms community, and further to advocate for legislative change to protect the right to own and use firearms.
5. There shall be no membership fees or dues other than those prescribed by the board of directors.
6. Any member may withdraw from the association by delivering to the association a written resignation and lodging a copy of the same with the secretary of the association.
7. Any member may be required to resign by a vote of two-thirds (2/3) of the directors voting on the matter at a director's meeting. Any member required to resign may file a notice of appeal with the secretary requesting to be re-instated. Allowing an appeal for reinstatement shall be by a 2/3 vote of the membership to be held at the subsequent annual general meeting. The vote of the membership on the matter shall not be subject to further appeal.
MEMBERS' MEETINGS
8. The annual or any other general meeting of the members shall be held within 30 days after the end of the association's fiscal year, in the city where the head office of the association is situated or other location in Canada as prescribed by the board of directors.
9. At every annual meeting, in addition to any other business that may be transacted, the reports of the executive committee, directors, standing committees, the financial statement, and the report of the auditors shall be presented and auditors appointed for the ensuing year. The members may consider and transact any business either special or general at any meeting of the members. The board of directors shall have power to call, at any time, a general meeting of the members of the association. The board of directors shall call a special general meeting of members at the written request of members carrying not less than 5% of the voting rights. No less than 25 members present in person at a meeting will constitute a quorum.
10. Fourteen (14) days' written or electronic notice shall be given to each voting member of any annual or special general meeting of members. Notice of any meeting where special business will be transacted shall contain sufficient information to permit the member to form a reasoned judgement on the decision to be taken. Notice of each meeting of members must remind the member if he has the right to vote by proxy.
11. Each voting member present at a meeting shall have the right to exercise one vote on issues before the meeting. A member may, by means of a written proxy, appoint a proxy holder to attend and act at a specific meeting of members, in the manner and to the extent authorized by the proxy. A proxy holder must be a member of the association. No person may hold more than one proxy.
12. A majority of the votes cast by the members present and carrying voting rights shall determine the questions in meetings except where the vote or consent of a greater number of members is required by these by-laws. Changes to these bylaws shall require a 2/3 majority vote of those members voting at an annual general meeting.
13. No error or omission in giving notice of any annual or general meeting or any adjourned meeting, whether annual or general, of the members of the association shall invalidate such meeting or make void any proceedings taken thereat and any member may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat. For purpose of sending notice to any member, director or officer for any meeting or otherwise, the electronic and physical address of the member, director or officer shall be his or her last address recorded on the books of the association.
14. Robert's Rules of Order shall govern proceedings of the association. Where there is a conflict with Robert's Rules and these bylaws, these bylaws shall have precedence.
BOARD OF DIRECTORS
15. The property and business of the association shall be managed by a board of directors elected from the following electoral regions as described below:
Electoral Area Directors to Elect
Alberta-Northwest Territories & Out-of-Canada 2
British Columbia-Yukon 2
Manitoba-Nunavut 1
Newfoundland-Labrador-Maritimes 1
Ontario 2
Quebec 2
Saskatchewan 1
a. Each of the above would form one electoral area when electing its director(s). Out-of-Canada members will vote as part of the Alberta membership. The combinations above shall apply until such time as those specific provinces and territories develop sufficient membership to form separate electoral areas.
b. Each electoral area containing at least 5 percent (5%) of the voting members of the association on September 1 of an election year is entitled to elect one, but only one director. Each electoral area containing at least 10 percent (10%) of the voting members of the association on September 1 of an election year is entitled to elect two, but only two directors. A voting member may vote only for candidate(s) in the electoral area in which he or she resides.
c. A province, territory or out-of-Canada grouping may form an electoral area when dividing the electoral area it is part of will mean that both of that province, territory or grouping and the remaining province(s) and/or territory or grouping each have at least 5 percent (5%) of the voting membership of the association. Provinces and territories not having sufficient numbers to form an electoral area will be combined with an adjacent province or territory as determined by the board of Directors.
Directors must be individuals, 18 years of age or older at the time of the election, with power under Canadian law to sign contracts.
16. Directors shall be elected by surface mail, electronic mail, or secure call-in telephone ballot of voting members for a term of two years, except as noted below:
a. An electoral area with 2 directors shall elect one each year, except in the first year in which these bylaws come into effect at which time all directors will be elected. The director, from an area with 2 directors, having the second highest number of votes will serve a one year term and that directorship will be up for election for a two-year term in the subsequent election. In the event of a tie, the matter will be determined by a draw. The directors for Saskatchewan and Manitoba-Nunuvat will likewise be first elected as a one year term so that about half of the board of directors is subject to election each year.
b. A candidate for an office of director must reside, when nominated, in the electoral region to be represented by that director and must be nominated by two voting members, who must also reside in that electoral region. Each nomination shall be delivered to the secretary of the association by October 1 of the election year. The secretaryshall provide to each voting member by November 1 of the election year a ballot listing the names of the candidates for his or her electoral region. It shall be a single, transferable, preferential ballot. Voting members shall return their ballots by December 1 of the election year to the accounting firm designated by the board of directors to count the ballots. Each candidate or his or her designated scrutineer may observe the counting of the ballots. The ballots shall be counted on the first business day after December 1, and the directors so elected shall take office forthwith.
17. If the office of a director is vacated after April 1 of an election year, the board of directors may, by majority vote, appoint a voting member residing in the same electoral region to complete the term of the vacated directorship. If the office of a director is vacated before April 1 of an election year, the secretary shall forthwith notify the voting members of that electoral region by surface mail and electronic mail where possible and include with that notification an invitation for nominations for candidates to complete the term of the vacated directorship. At least one month must be allowed for nominators to deliver nominations to the secretary. The election shall then be conducted as prescribed by bylaw 16, though not necessarily on the same dates, though with the same intervals.
18. The office of director shall be considered vacated if a director has resigned his or her office by delivering a written resignation to the secretary of the association; if he or she fails to maintain the ethical standards expected of officers and directors, if he or she is absent from three consecutive meetings without justification, if he or she ceases to be a member, or on his or her death.
19. The directors shall serve as such without remuneration and no director shall directly or indirectly receive any profit from his or her position as such; provided that a director may be paid reasonable accountable expenses incurred by him or her in the performance of his or her duties, and including attendance at general meetings. A director may serve as an officer, without salary, but must resign from his or her directorship in order to receive a salary. Notwithstanding the preceding stipulations in this section, the director elected as President may receive a stipend and still retain all rights as a director.
20. A retiring director shall remain in office until his or her successor is elected.
POWERS OF DIRECTORS
21. The board of directors of the association shall administer the affairs of the association in all things and make or cause to be made for the association, in its name, any kind of contract which the association may lawfully enter into and, save as hereinafter provided, generally, may exercise all such other powers and do all such other acts and things as the association is by its charter or otherwise authorized to exercise and do.
22. The board of directors shall have power to authorize expenditures on behalf of the association from time to time and may delegate by resolution to an officer or officers of the association the right to employ and pay salaries to employees. The directors shall have the power to enter into a trust arrangement with a trust company for the purpose of creating a trust fund in which the capital and interest may be made available for the benefit of promoting the interests of the association in accordance with such terms as the board of directors may prescribe.
23. The board of directors shall take such steps as its members may deem requisite to enable the association to acquire, accept, solicit or receive legacies, gifts, grants, settlements, bequests, endowments and donations of any kind whatsoever for the purpose of furthering the objects of the association.
24. The board of directors may appoint such agents and engage such employees as it shall deem necessary from time to time and such persons shall have such authority and shall perform such duties as shall be prescribed by the board of directors at the time of such appointment. An individual director or executive officer may appoint field officers to serve the purposes of the association, including organizing and recruiting members as well as acting as a liaison for local clubs, within his or her electoral area or province. The board of directors shall prescribe general duties, responsibilities and training for field officers. Field officers are to be under the operational supervision of the executive vice president, but shall be responsive to the area director.
25. Remuneration for all officers, agents and employees and committee members shall be fixed by the board of directors by resolution. Such resolution shall have force and effect only until such resolution shall be confirmed at the next annual general meeting, or in the absence of such confirmation by the members, then the remuneration to such officers, agents or employees and committee members shall cease to be payable from the date of such meeting of members. It shall be a term of the contract of employment of every employee of the association that the contract may be terminated on no more than one month's notice by the association.
DIRECTORS' MEETINGS
26. Meetings of the board of directors may be held at any time and place to be determined by the Executive Committee provided that 48 hours written notice of such meeting shall be given, other than by mail, to each director. While directors may meet by electronic means, at least one meeting per year shall be conducted in person, normally at the time of the annual general meeting. Directors and officers not able to attend in person may attend and vote by conference call or by other electronic means. Notice by mail shall be sent at least 14 days prior to the meeting. There shall be at least one (1) meeting per year of the board of directors. No error or omission in giving notice of any meeting of the board of directors or any adjourned meeting of the board of directors of the association shallinvalidate such meeting or make void any proceedings taken thereat and any director may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat. Each director is authorized to exercise one (1) vote.
27. A majority of directors in office, but no less than four directors, shall constitute a quorum for meetings of the board of directors. Any meeting of the board of directors at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions by or under the by-laws of the association.
INDEMNITIES TO DIRECTORS AND OTHERS
28. 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:
a) all costs, charges and expenses 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 or her, or n respect of any act, deed, matter of thing whatsoever, made, done or permitted by him or her, in or about the execution of the duties of his or her office or in respect of any such liability;
b) all other costs, charges and expenses which he sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by his or her own wilful neglect ordefault.
OFFICERS
29. The officers of the association shall be president, executive vice-president, secretary and treasurer and any such other officers as the board of directors may determine. With the exception of the president, officers need not bedirectors. Except for the president, all officers and staff members report to the executive vice-president, who reports to the board.
30. All officers are chosen by majority vote of the board of directors and serve for a two-year renewable term. The term of the director serving as president is that determined by his or her term as a director and the majority support of the board of directors.
31. The officers of the association shall hold office from the date of appointment until their successors are appointed in their stead. An officer may be removed for cause outside of the normal two year term by a resolution requiring a 2/3 majority vote of the board of directors.
DUTIES OF OFFICERS
32. The president is the association's official spokesperson; he or she is the director elected by the directors to chair the board of directors and the executive committee. Other than supervising the executive vice president on behalf of the board of directors, he or she has no managerial authority or responsibility. He or she is deemed to be an ex-officio member of all committees, and may attend committee meetings as he deems appropriate. He or she is responsible for the orderly conduct of member and director meetings.
33. The executive vice-president is the association's chief operating and managerial officer. He or she is responsible for supervising all staff and all executive officers except for the president. He or she shall also perform such other duties as may from time to time be directed by the board of directors. He or she is deemed to be an ex-officio member of all committees and may attend committee meetings as he deems appropriate.
34. 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, in such registered dealer in securities as may be designated by the board of directors from time to time. He or she shall disburse the funds of the association as may be directed by proper authority taking proper vouchers for such disbursements, and shall render to the executive vice-president and directors at the regular meeting of the board of directors, or whenever they may require it, an accounting of all the transactions and a statement of the financial position, of the association. He or she shall be responsible for the preparation of an annual budget for submission to the board of directors. He or she shall also perform such other duties as may from time to time be directed by the board of directors.
35. The secretary may be empowered by the board of directors, upon resolution of the board of directors, to carry out the affairs of the association generally under the supervision of the officers thereof and shall attend all meetings and act as clerk thereof and record all votes and minutes of all proceedings in the books to be kept for that purpose. He or she shall give or cause to be given notice of all meetings of the members and of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he or she shall be. He or she shall be custodian of the seal of the association, which he or 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.
36. The duties of all other officers of the association shall be such as the terms of their engagement call for or the board of directors requires of them. All officers are required to be members in good standing of Canada's National Firearms Association.
COMMITTEES
37. The executive committee shall annually appoint the following standing committees whose members will hold their offices at the will of the board of directors. Members of these committees must be voting members but they are not required to be directors. A director shall be elected by the board of directors as the representative to each standing committee and as such will be a full member of that committee. Standing committees shall elect their own chairs.
a. Member Services This committee shall support and make recommendations regarding recruitment and retention of members and communication with members.
b. Policy and Legal Affairs This committee shall support the interests of firearms owners and make recommendations regarding legislation affecting firearms use and ownership. It may also make recommendations regarding support of court proceedings and promoting freedom and justice for firearm owners.
c. Firearms Education and Training This committee shall develop and recommend to the board and membership as appropriate support of new and existing training programs regarding shooting, operation of ranges, self defence and other lawful firearms uses, including recommendations regarding sponsorship of competitive shooters and allocation of scholarships and bursaries promoting the objects of the association.
d. Finance and Budget This committee shall assist the treasurer in the annual preparation of the budget and will make spending recommendations to the board of directors.
e. Marketing and Public Relations This committee shall oversee the design and consistency of all association publications, media releases, web site, and any video materials. It shall oversee promotional programmes, liaise with related committees and report on these matters to the board of directors.
38. The board of directors may appoint other committees whose members will hold their offices at the will of the board of directors. The directors shall determine the duties of such committees and may fix by resolution, any remuneration to be paid.
EXECUTIVE COMMITTEE
39. There shall be an executive committee composed of the officers and directors who shall be appointed by the board of directors. The executive committee shall exercise such powers as are authorized by the board of directors. Any executive committee member director may be removed from that committee by a majority vote of the board of directors. Executive committee members shall receive no remuneration for serving as such, but are entitled to reasonable accountable expenses incurred in the exercise of their duties.
40. Meetings of the executive committee shall be held at any time and place to be determined by the members of such committee provided that forty-eight (48) hours written notice of such meeting shall be given, other than by mail, to each member of the committee. Notice by mail (either e-mail or post) shall be sent at least 14 days prior to the meeting. No less than 3 members of such committee shall constitute a quorum, provided that at least one of the members is an elected member. No error or omission in giving notice of any meeting of the executive committee or any adjourned meeting of the executive committee of the association shall invalidate such meeting or make void any proceedings taken thereat and any member of such committee may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat.
EXECUTION OF DOCUMENTS
41. Contracts, documents or any instruments in writing requiring the signature of the association, shall be signed by any two officers at the direction of the board of directors, and all contracts, documents and instruments in writing so signed shall be binding upon the association without any further authorization or formality. The directors shall have power from time to time by resolution to appoint an officer or officers on behalf of the association to sign specific contracts, documents and instruments in writing. The directors may give the association's power of attorney to any registered dealer in securities for the purposes of the transferring of and dealing with any stocks, bonds, and other securities of the association. The seal of the association when required may be affixed to contracts, documents and instruments in writing signed as aforesaid or by any officer or officers appointed by resolution of the board of directors.
MINUTES OF BOARD OF DIRECTORS AND EXECUTIVE COMMITTEE
42. The minutes of the board of directors or the minutes of the executive committee shall be available for delivery by e-mail to any voting member of the association who requests them.
FINANCIAL YEAR
43. Unless otherwise ordered by the board of directors, the fiscal year end of the association shall be December 31.
AMENDMENT OF BY-LAWS
44. The by-laws of the association not embodied in the letters patent may be repealed or amended by by-law, or a new by-law relating to the requirements of subsection 155(2) of the Canada Corporations Act, may be enacted by a majority of the directors at a meeting of the board of directors and sanctioned by an affirmative vote of at least two-thirds (2/3) of the members at a meeting duly called for the purpose of considering the said by-law, provided that the repeal or amendment of such by-laws shall not be enforced or acted upon until the approval of the Minister of Industry has been obtained.
AUDITORS
45. The members shall, at each annual meeting, appoint an auditor to audit the accounts and annual financial statements of the association for report to the members at the next annual meeting. The auditor shall hold office until the next annual meeting provided that the directors may fill any casual vacancy in the office of the auditor. The remuneration of the auditor shall be fixed by the board of directors.
BOOKS AND RECORDS
46. The directors shall see that all necessary books and records of the association required by the by-laws of the association or by any applicable statute or law are regularly and properly kept. The financial records of the organization will be available in the national office for members to view on providing reasonable notice and by appointment.
RULES AND REGULATIONS
47. The board of directors may prescribe such rules and regulations not inconsistent with these by-laws relating to the management and operation of the association as they deem expedient, provided that such rules and regulations shall have force and effect only until the next annual meeting of the members of the association when they shall be confirmed, and failing such confirmation at such annual meeting of members, shall at and from that time cease to have any force and effect.
INTERPRETATION
48. In these by-laws and in all other by-laws of the association hereafter passed unless the context otherwise requires, words importing the singular number or the masculine gender shall include the plural number or the feminine gender, as the case may be, and vice versa, and references to persons shall include firms and associations. Persons who are firms and associations, though they may be voting members, may not hold office. If any dispute should arise as to the meaning of any translation of these bylaws, the wording in the English version is deemed to be the basis for interpretation.
Last Updated ( Thursday, 02 October 2008 )
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