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Members Only
Approved at the AGM, May 26, 2001
Last revised at the AGM, May 15, 2008
TABLE OF CONTENTS
1. Name of the Association
2. Vision and Mission Statement
3. Objectives
4. Official languages
5. Approval
6. Interpretation
SPECIAL BY-LAW REGARDING CCA LETTER PATENTS
1. Name of the Association
The name of the association is Canadian Counselling Association (CCA).
2. Vision and Mission Statement
The Canadian Counselling Association is a national and bilingual organization dedicated to the enhancement of the counselling profession in Canada.
In fulfilling this mandate CCA promotes policies and practices for the provision of accessible, competent, and accountable counselling services throughout the human lifespan in a manner sensitive to the pluralistic nature of society. CCA strives to understand the needs of the diverse community of counsellors in Canada and aspires to being inclusive in its membership and a strong voice for the promotion of counselling.
3. Objectives
3.1 To provide national leadership for counselling in Canada;
3.2 To provide a forum for ongoing information exchange and for critical discussion of counselling issues in Canada;
3.3 To serve as a vehicle for advocacy, networking and promoting the profession of counselling in Canada;
3.4 To provide opportunities for counsellors to develop and share best practices, research, position papers and professional development;
3.5 To serve as a direct link with other professional counselling associations provincially, nationally and internationally, thereby providing for the presentation and the achievement of mutually sought aims and objectives.
4. Official languages
The official languages of the Association shall be English and French. Either language may be used as a working language within the General Assembly, the Board of Directors and the Executive. Official documents prepared for meetings of the General Assembly and the Board of Directors and published reports of the Association shall be issued in both English and French.
5. Approval
The Canadian Counselling Association exists by virtue of the Letters Patent issued by the Ministry of Industry dated the 28 th day of May, 1973 and Supplementary Letters Patent dated 17 th day of September 1999.
The initial By-Laws were approved by the Board of Directors of the Canadian Guidance and Counselling Association in May 1967. This revision of the Constitution and Bylaws was approved at the Annual General Meeting of the Canadian Counselling Association in May 2001.
6. Interpretation 6.1 In these By-Laws and all By-Laws of the Association, unless the context otherwise requires, words importing the masculine gender shall include the feminine gender and vice versa.
6.2 References to persons shall include companies, corporations, firms, institutions, societies, organizations, and any number or aggregate of persons.
6.3 “Association” refers to the Canadian Counselling Association;
“Board” shall mean the Board of Directors of the Association;
“AGM” refers to the Annual General Meeting of the Association.
“Letters Patent” shall include “Supplementary Letters Patent”;
“The Canada Corporations Act” shall mean the said Act as amended from time to time or any act which may hereafter be substituted therefore.
1.1 Categories
1.1.1 Full Membership Category A
Individuals with a masters degree or higher in counselling or a related field from an institution recognized by the Association of Universities and Colleges of Canada (AUCC), or the regional accreditation agency in U.S.A. or a CCA approved independent 3rd party evaluation for applicants from outside North America.
These members have the right to vote and are eligible for insurance and certification, providing they meet the certification requirements.
1.1.2 Full Membership Category B
Individuals with a university degree, college diploma in counselling or a related field, or equivalent experience and training as assessed by the Registrar.
These members have the right to vote but are not eligible for certification nor for insurance.
Grandparent clause: All individuals who have, at the time of this change (May 2000), a full membership status will continue with the association under the full membership status. If they were insured before the change, they may keep their coverage. Only new members will have to comply with the new criteria.
Grandparent clause: All individuals who have, at the time of this change (May 2003), associate membership status will continue with the association under the category B full membership status
1.1.3 Student Membership
Individuals presently enrolled in an undergraduate, masters degree or doctoral program in counselling or a related field at an institution recognized by the Association of Universities and Colleges of Canada or its equivalent for non-Canadian universities, unless they already have their certification.
1.1.4 Associate Membership
Any agency or organization not necessarily actively involved in counselling or related field, but having an interest in the well-being, role and function of CCA. This includes all reciprocal associate organizations in addition to agencies or organizations that have paid the CCA Associate Membership fee.
These member agencies/organizations do not have the right to vote.
1.1.5 Retired Membership
Individuals retired from counselling who have been members of CCA.
These members have the right to vote and are covered by the insurance program, provided it was in effect prior to their retirement.
These members are not eligible for certification.
1.1.6 Honorary Life Membership
Life memberships may be awarded to members who may have made a considerable contribution to the aims and objectives of the Association.
The number of honorary members should be no more than one percent (1%) of the general membership as of September 1st of the year previous to the Annual General Meeting.
Honorary members shall have all the privileges of full members.
No annual dues shall be charged to honorary members.
Candidates for honorary membership may be posed by any member of the Association but must have the recommendation of the Executive and the support of at least 2/3 of the Board of Directors.
1.2 Annual Membership Fees
1.2.1 Fees are paid annually.
1.2.2 Membership fees shall be such as are from time to time prescribed by the Board and shall be subject to the approval of the members at the AGM next following the action of the Board.
1.2.3 Notice of renewal is sent to each member by the National Office, prior to the anniversary of the initial membership.
1.2.4 The exercise of the rights of a member shall be contingent upon the payment of fees.
1.3 Termination of membership
Membership can be terminated for any one of the following reasons:
1.3.1 Personal request
1.3.2 Non-payment of annual dues or other debts to CCA
1.3.3 Failure to adhere to the CCA Constitution, By-Laws or Code of Ethics provided any such failure is determined by a process which respects the member’s right to natural justice.
2.1 Membership
2.1.1 The supreme governing body of the Association shall be known as the General Assembly consisting of full members, associate members, student members, honorary members and retired members who all shall be entitled to attend all the meetings of the General Assembly.
2.1.2 Only full members, honorary, student, and retired members shall have voting rights and every member shall have one vote only and the President shall have a preponderant or casting vote.
2.2 Meetings
2.2.1 Meetings of the General Assembly (Annual General Meetings) shall be at least in every fiscal year and not later than fourteen months after the holding of the preceding annual meeting.
2.2.2 The National Office shall send notices of the AGM to all current members in good standing at least 15 days in advance of the date of the meeting. A written notice stating the day, hour, and place of the meeting and the general nature of the business being transacted shall be sent either personally or by sending such notice to each member through the mail in the form of a letter, in the Association newsletter, or by email to the last address that appears on the member list of the Association, or if no address be given therein, to the last address of such member known to the Secretary of the Association.
2.2.3 Quorum at an annual or special meeting of the General Assembly shall be a minimum of 50 members.
2.2.4 The accidental omission to give notice, or the non-receipt of a notice to any of the members entitled to receive it does not invalidate proceedings at that meeting.
2.2.5 Special meetings can be called at any time, at the discretion of the Executive Committee or Board of Directors or upon receipt by the Executive Committee or Board of Directors of a written request for a special meeting, signed by any 50 members.
2.3 Voting Procedure for the Annual General Meeting
2.3.1 Each full, honorary, student and retired member shall have one vote in all proceedings at which members shall be entitled to vote.
2.3.2 Members may not vote by proxy.
2.3.3 Every question submitted to a vote shall be decided by a majority of votes and in the case of a tie vote, the President shall cast the deciding vote.
2.3.4 On every question submitted to a vote, a declaration by the President that a resolution has been carried or lost shall be conclusive evidence of the fact, unless poll is determined.
3. NATIONAL BOARD OF DIRECTORS
3.1 Governance
3.1.1 The Board of Directors governs the Association by making policy which determines the long-term direction of the Association. The Board employs an Executive Director to implement the Board’s policies and to manage the day-to-day business of the Association.
3.1.2 The Board of Directors shall have the power to act for the Association between meetings of the General Assembly and may exercise any power granted to the Association by the Charter or the By-Laws.
3.2.1 The members of the Board shall be:
3.2.1.1 Elected officers: President, President Elect and Past President.
3.2.1.2 Thirteen elected regional Directors, one per region, except in New Brunswick, Quebec and Ontario where there will be one Francophone and one Anglophone from each province. The Director for British Columbia will also represent the Yukon, the Director for Alberta will also represent the North West Territories, and the Director for Manitoba will represent Nunavut. The Director of a region must have their primary residence or workplace in the region that they serve.
3.2.1.3 The President of the Canadian Career Development Foundation shall be a voting ex-officio member of the Board of Directors.
3.2.1.4 The Executive Director of CCA shall be a non-voting member of the Board of Directors.
3.3 Requirements for Board Membership
3.3.1 Commitment to the work of the Association
3.3.2 Full, honorary, student, or retired membership in the Association.
3.3.3 Knowledge and skill in one or more areas of Board governance: policy, finance, programs, personnel and advocacy.
3.4 Election process
3.4.1 The Directors representing each region on the Board shall be elected by mail ballot or acclamation among full, honorary, student, and retired members within each province or territory as appropriate..
3.4.2 The election will take place before the annual meeting in odd numbered years of the General Assembly.
3.4.3 The Director shall take office at the first Board of Directors meeting following his or her being elected or acclaimed. The term of office for Directors shall be for two years from the date on which he or she took office, and shall be effective until the first regular meeting of the Board of Directors at which new regional representatives take office in accordance with this section
3.4.4 A Director may be re-elected to serve a second consecutive term. After two consecutive terms as Director, a member may stand for election in the same region or in a different region according to by-law 3.2.1.2 following a minimum of a two year absence.
3.4.5 A director having served as the representative of one region may upon a change of employment or place of permanent residence to another province or territory serve as the regional director for the latter region, using established protocols for the nomination and election of Directors, immediately upon ceasing service as the representative of the former region.
3.4.6 A regional director, having served consecutive terms in two different regions (for a combined total of 4 years) may stand for election to the Board following a minimum of a two year absence.
3.4.7 When a Director is appointed to replace a board member, this Director will complete the replacement period. He/she will then be eligible for nominations and election for a new 2-year mandate.
3.4.8 The Board of Directors is deemed to continue to exist at all times despite any change in its Board membership and may take up and carry on to complete all reports, proceedings and other matters under consideration prior to an interim appointment or election.
3.5 Responsibilities of Board members
3.5.1 Each Board member will:
3.5.1.1 Attend Board meetings, regular and special meetings of the General Assembly.
3.5.1.2 Review agenda and supporting documents prior to Board and committee meetings.
3.5.1.3 Act honestly, in good faith and be available for tasks and duties that serve the best interests and functions of the Association and the public.
3.5.1.4 Take an active role on the Board through participation in committee work.
3.5.1.5 Respect the financial policies of the Board.
3.5.1.6 Review and vote on the approval of CCA budget.
3.5.1.7 Maintain communication with the President, the Executive Director and the National Office personnel.
3.5.1.8 Maintain communication with provincial associations, Chapters and current members in their province.
3.5.1.9 Support CCA sponsored events.
3.5.1.10 Promote CCA membership and its services.
3.5.1.11 Report to the Board any legal matter in which he or she has been named as defendant or which may constitute a conflict of interest.
3.5.1.12 Assist in developing and maintaining positive relations among the Board, committees, staff members and community to enhance CCA’s mission.
3.5.1.13 Suggest possible nominees to the Board who can make significant contributions to the work of the Board and the Association.
3.6 Liason with CCA Conferences
CCA sponsors a yearly National Conference. A member of the CCA Board will act as the CCA liaison to the conference steering committee. The terms and conditions of conference planning are laid out in the Conference planning guide of the Association.
3.7 Meetings of the Board
3.7.1 The Board of Directors shall meet a minimum of once a year. Meetings are open to all members of the Association.
3.7.2 The National Office shall send notices of the Board meeting to all current Board members at least 15 days in advance of the date of the meeting. A written notice stating the day, hour, and place of the meeting and the general nature of the business being transacted shall be sent either personally or by sending such notice to each member through the mail in the form of a letter, in the Association newsletter, or by email to the last address that appears on the member list of the Association, or if no address be given therein, to the last address of such member known to the Secretary of the Association
3.7.3 Quorum at a meeting of the Board shall be fifty per cent plus one of the Board composition at the time of the meeting, excluding vacancies.
3.7.4 Each member of the Board of Directors, whether appointed or elected, is entitled to vote. The President has a preponderant vote. In the absence of the President, the Past President shall chair the meeting and have the preponderant vote.
3.7.5 Unless otherwise provided, the Board shall make its own rules as to meetings and procedures for those meetings.
3.7.6 In exceptional circumstances, meetings of the Board may be conducted by conference call. Directors who participate in this call are considered present for the meeting.
3.8 Removal of Board members
3.8.1 Board members who fail to remain members in good standing with CCA may be removed from office.
3.8.2 Board members who fail to fulfill their responsibilities as stated in section 3.5 may be asked to leave the Board.
3.8.3 Such removal of Board members from office can only occur by a resolution passed by a special meeting of the General Assembly or by a two-third majority of the Board of Directors at a meeting called to consider the same.
3.9 Remuneration of Board Members
3.9.1 The elected members of the Board will serve without remuneration.
3.9.2 Directors or officers shall be entitled to remuneration for reasonable expenses incurred in carrying out their duties at a rate to be determined from time to time by the Board of Directors.
3.9.3 Directors or officers shall be entitled to remuneration for special services rendered on behalf of the Association provided any such services have been approved by the Board and have been acquired in a manner intended to avoid any conflict of interest by the Director.
4. EXECUTIVE COMMITTEE OF THE BOARD
4.1 Description
4.1.1 The elected and appointed officers shall constitute the Executive of the Association. The three elected officers are the President, President Elect and Past President. The appointed officers are the Treasurer (recommended by the three elected officers and appointed by the Board) and the non-voting Secretary (recommended by the Executive Director and appointed by the Board).
4.1.2 The Executive Director is a non-voting member of the Executive committee.
4.1.3 When the three elected officers speak only one and the same official language, a member of the Board who is fluent in the other language will be appointed to the Executive.
4.1.4 The Board may, on the recommendation of the President, appoint to the Executive such of its directors as may be required to make the latter an efficient operating body. Upon appointment, these directors become voting members of the Executive.
4.1.5 Quorum at an Executive meeting shall be at least three of the voting officers, elected or appointed.
4.2 Responsibility
The committee is responsible for:
4.2.1 Assisting the President in planning Board agendas
4.2.2 Acting on behalf of the board between Board meetings
4.2.3 Reporting to the Board on decisions and actions taken between Board meetings
4.2.4 Preparing recommendations for discussion by the Board
4.2.5 Assessment of performance, hiring and release as well as approval of the employment contract of the Executive Director
4.2.6 Carrying out duties assigned by the Board
4.3 Election and appointments
4.3.1 The President of the Association shall serve a term of office of two years extending from the Annual General Meeting of an odd numbered year to the next odd numbered year.
4.3.2 At the first Board meeting following the AGM in an odd numbered year, the President Elect shall take over as President. The outgoing President shall become Past President. Should the President Elect have taken over to complete the term of the President, this will not disqualify him\ her from serving his\ her normal turn as President.
4.3.3 The President Elect shall be elected by mail ballot among the honorary, student, retired and full members of the Association. The election will take place before the annual meeting of the General Assembly in odd numbered years. The election process for the President-Elect will be carried out by an election committee. If there is only one nominee for President-Elect, the nomination must come forward to the Executive Committee for approval prior to the appointment by acclamation.
4.3.4 The Treasurer shall be chosen from and appointed by the Board upon the recommendation of the three elected officers.
The secretary is a non-voting position normally filled by a member of the office personnel recommended by the Executive Director. These appointments shall take place at the first meeting of the Board following the annual meeting of the AGM in odd numbered years or as early as possible thereafter. No limit is set as to the time during which the Secretary and the Treasurer collectively or singly, shall be responsible for the records of the Association.
4.4 Meetings of the Executive Committee
4.4.1 The Executive meets at the call of the President or as otherwise scheduled. This meeting does not require formal notice to the membership or Board.
4.4.2 A meeting of the Executive Committee may be conducted by conference call. Officers who participate in this call are considered present for the meeting.
4.4.3 Irregularities or errors done in good faith do not invalidate acts done by any meeting of the Executive Committee.
4.4.4 Unless otherwise provided, the Executive shall make its own rules as to frequency and place of meetings as well as procedures for meetings.
4.5 Duties of the Officers of the Association
4.5.1 The President will:
4.5.1.1 Provide leadership to the Board of Directors.
4.5.1.2 Prepare the agenda for Executive and Board meetings with input from the Executive Committee and the Executive Director.
4.5.1.3 Chair meetings of the Association, the Board and the Executive Committee.
4.5.1.4 Ensure the Board maintains the focus of the mission of the Association.
4.5.1.5 Orient new Board members to the Board.
4.5.1.6 Sign contracts and documents as require a signature.
4.5.1.7 Be one of the designated signing officers for financial purposes.
4.5.1.8 Be an ex officio member of all Board committees.
4.5.1.9 Act as official spokesperson for the Association.
4.5.1.10 Prepare and submit an annual report at the AGM of the Association.
4.5.1.11 Work with the Executive Director on all aspects of the general management of CCA.
4.5.1.12 Represent CCA on the CCDF Board of Governors.
4.5.1.13 Carry out other duties as assigned by the Board.
4.5.2 The Past President will:
4.5.2.1 Act as a resource and consultant to the President
4.5.2.2 Assist the President in the performance of his/her duties.
4.5.2.3 Assume all responsibilities of the President in the absence or inability of the President to act for any reason.
4.5.2.4 Represent CCA on the CCDF Board of Governors.
4.5.2.5 Carry out other duties as assigned by the Board.
4.5.3 The President-Elect will:
4.5.3.1 Work closely as consultant and advisor to the President.
4.5.3.2 Keep informed on key issues.
4.5.3.3 Carry out other duties as assigned by the Board.
4.5.4 The Treasurer will:
4.5.4.1 Act as signing officer for cheques and other documents.
4.5.4.2 Provide guidance to the Board and Executive Committee regarding sources and users of Association funds on the advice of the Executive Director.
4.5.4.3 Ensure that all monies paid to the Association are deposited in a chartered bank, trust company or other lawful financial institution chosen by the Board.
4.5.4.4 Ensure that deposits and investments achieve maximum returns within the possibilities of minimum to moderate risk.
4.5.4.5 Prepare an annual budget assisted by the Executive Director for consideration by the Board.
4.5.4.6 Ensure that an audited balanced statement and audited statement of the year’s financial operations are prepared and presented to the AGM
4.5.4.7 Answer members’ questions about the financial statement.
4.5.4.8 Work with the Executive Director to ensure adherence to financial policies of the Association.
4.5.4.9 Carry out other duties as assigned by the Board.
4.5.5. The Secretary will:
4.5.5.1 Attend all meetings of the Association, Board, and Executive Committee.
4.5.5.2 Keep accurate minutes of these meetings.
4.5.5.3 Review and sign Board and Executive Committee minutes.
4.5.5.4 Ensure that all notices of meetings are sent in accordance with By-Laws and policies.
4.5.5.5 Keep or cause to be kept, all documents, membership lists, and Board and Committee lists of the organization.
4.5.5.6 Carry out other duties as assigned by the Board.
4.6 Remuneration of Executive Officers
4.6.1 The members of the Executive committee shall serve without remuneration.
4.6.2 An Executive member may be paid or reimbursed for reasonable expenses incurred in the performance of the duties of the position, as approved by the Executive or Board.
4.6.3 Remuneration for special services rendered on behalf of the Association provided any such services have been approved by the Board and have been acquired in a manner intended to avoid any conflict of interest by the director may be awarded by the Board.
4.7 Protection and Indemnity of Directors and Executive Officers
4.7.1 A Director or Executive Officer holds office with protection from the Association. The Association indemnifies each Director or Executive Officer against all costs or charges that result from any act done in his/her role for the Association. The Association does not protect any Director or Executive Officer for acts of fraud, dishonesty, or bad faith.
4.7.2 No Director or Executive Officer is liable for the acts of any other Director, Executive Officer, or employee.
4.7.3 No Director or Executive Officer is responsible for any loss or damage due to the bankruptcy, insolvency, or wrongful act of any person, firm, or corporation dealing with the Association.
4.7.4 No Director or Executive is liable for any loss due to an oversight or error in judgment, or by an act in his/her role in the Association unless the act is fraud, dishonesty, or bad faith.
4.7.5 Directors or Executive Officers can rely on the accuracy of any statement or report prepared by the Association’s auditor. Directors or Executive Officers are not held liable for any loss or damage as a result of acting on that statement or report.
4.8 Removal of an Executive Member
4.8.1 Any member of the Executive may be removed from office by a 2/3 majority of the Board of Directors at a meeting called for the purpose of considering the same.
4.8.2 If removed from the Executive, the Treasurer may continue to serve the province that he/she represents on the Board.
5.1 Responsibilities
The Executive Director acts as the administrative officer of the Board. He/she:
5.1.1 Directs day to day operations of the Association;
5.1.2 Implements policy and strategic plans;
5.1.3 Hires, trains, delegates, supervises, evaluates and releases office staff;
5.1.4 Provides information about CCA guidelines and policies, and attends to public relations issues;
5.1.5 Manages organizational and financial operations;
5.1.6 Attends all Executive and Board meetings and is invited to committee meetings;
5.1.7 Acts as a consultant to the Board and its committees;
5.1.8 Keeps the Board informed about affairs of the association;
5.1.9 Accepts other tasks as is mandated by the Board.
6.1 Description: The Senate shall be a body made up of the four most recent Past Presidents, excluding the immediate Past President and will act without executive function.
6.2 The role of Senators is:
6.2.1 To advise the Executive and the Board in a consultative fashion on the direction of the Association.
6.2.2 To act, upon request, as an advisor to the President and Executive.
6.2.3 To perform other duties in the Association as may be assigned by the Board or Executive.
7.1 The Board may set up such standing committees and ad hoc committees as may be required to fulfill the responsibilities of the Association.
7.2 The Executive may, from time to time, recommend to the Board the creation of such standing and/or ad hoc committees which it deems necessary to fulfilling the responsibilities of the Association.
7.3 Powers of members of all committees shall be such as shall be conferred upon them from time to time by the Board by a resolution.
7.4 The Chairperson of all committees shall be appointed and ratified by the Board.
7.5 Any members of the committees may be suspended from office by the Executive until such time as the Board passes a resolution on the matter.
8. CHAPTERS OF THE ASSOCIATION
8.1 Chapter formation
8.1.1 Any group of 25 members in good standing of CCA may apply for Chapter status within the Association. These members may represent a region or a special interest group.
8.1.2 A Chapter will submit its name for approval by the CCA Board and in all instances identify itself as a Chapter of CCA.
8.1.3 The purpose of a Chapter shall be in accordance with the By-Laws of CCA.
8.1.4 All members of the Chapter shall be members of CCA.
8.1.5 The Board of CCA shall have the power to approve the formation of a Chapter by majority vote. They shall also have the power to revoke the charter of the Chapter when it is decided in the best interests of the Association to do so. In such an event a 2/3 majority vote of the Board is required.
8.2 Chapter governance
8.2.1 The bylaws of the Chapter and amendments to it must be approved by the Board of CCA.
8.2.2 A Chapter of the Association shall be free to conduct its affairs at the chapter level but should do so only in compliance with the By-Laws of CCA and the Chapter Formation Guidelines of CCA.
8.2.3 Each Chapter shall submit to the Association the names of its officers upon election or appointment.
8.2.4 Each Chapter shall submit to the Association an annual report as well as an annual plan of action.
8.2.5 The Association may levy an additional fee for membership in a Chapter as long as the Chapter resolved that the Association be authorized to collect the said additional levy.
8.2.6 The Association will then return the additional levy to the Chapter by way of the National Office.
8.2.7 Chapters may involve themselves in additional fundraising as long as these fundraising activities are not in conflict with or jeopardize the financial position of the Association.
8.2.8 Upon request, the Board of Directors of the Association may vote special grants of money to assist in the organization and development of Chapters.
9. PARTNERSHIP WITH ORGANIZATIONS
9.1 CCA may decide to enter the Association into partnerships with other national or international bodies with similar objectives.
9.2 CCA may decide to enter the Association into affiliate partnerships with other provincial bodies with similar objectives. Such a decision shall require the approval of the Board of Directors.
9.3 Each group officially associated with CCA shall be charged an annual fee which will be negotiated between the two associations.
10.1 Corporate Seal
The seal of the Association shall be in such form as may be prescribed by the Board and shall be kept in the custody of the National Office by the Executive Director.
10.2 Auditor
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 Board of Directors may fill any casual vacancy in the office of the auditor.
10.3 Fiscal Year
The fiscal year of the Association is February 01 to January 31.
10.4 Banking Arrangements and Execution of Instruments
The Board may by resolution from time to time:
10.4.1 Determine the bank or banks in which the account or accounts of the Association shall be kept;
10.4.2 May make and enter into all necessary arrangements for banking and custody or safekeeping of the securities and property of the Association in a safety deposit box or boxes or otherwise;
10.4.3 May from time to time designate and authorize any officers or employees of the Association to carry out such arrangements;
10.4.4 The signing officers for all financial documents of the Association are the President, Treasurer, Executive Director and Office Manager. The signatures of two of the four signing officers are required for all financial transactions.
10.5 Borrowing Powers of the Board
The Board may;
10.5.1 Borrow money or raise funds to meet its objectives and operations. The Board decides the amount and ways to raise money, including giving or granting security.
10.5.2 Issue debentures or other securities of the Association.
10.5.3 Pledge or sell such debentures or other securities for such sums and at such process as may be deemed expedient.
10.5.4 Mortgage, hypothecate, charge or pledge all or any of the real and personal property, present and future undertaking and rights of the Association to secure any money borrowed or any other liability of the Association.
10.5.5 The Board may from time to time by resolution delegate to any of its officers all or any of the powers conferred on the Board by the foregoing provisions of this clause to the full extent thereof or to such lesser extent as the Board may in any such resolutions provide. Nothing in this clause contained shall limit or restrict the borrowing of money by the Association on bills of exchange or promissory notes made, drawn, accepted, or endorsed by or on behalf of the Association.
11.1 Amendments to this constitution or its related by-laws may be made at any Annual General Meeting of CCA, provided the following conditions are met:
11.1.1 The Board of Directors must approve the proposed amendment additions or deletions by a majority vote.
11.1.2 Copies of the proposed changes shall be distributed to CCA members thirty days prior to the Annual General Meeting
11.1.3 The proposed changes must be approved by a 2/3 majority of the members present at the Annual General Meeting in support of the proposed change,
11.2 Such appeal or amendment must be approved by the Minister of Industry Canada.
12. DISSOLUTION OF THE ASSOCIATION
12.1 The Association may be dissolved by a resolution passed by a vote of 2/3 of all of its members at a meeting of the General Assembly.
12.2 It will distribute its assets to other organizations with objectives similar to those of the Association. Members select this organization by special resolution.
SPECIAL BY-LAW REGARDING CCA LETTER PATENTS - By-Law No. 2002-12
A by-law to amend the provisions of the Letters Patent and to authorize application for the issuance of Supplementary Letters Patent to confirm the same.
Be it enacted and it is hereby enacted as By-law No. 2002-12 of The Canadian Counselling Association (herein called "the corporation") that:
1. That subject to confirmation by Supplementary Letters Patent, Part of the Letters Patent concerning The objects of the Association, is deleted and replaced by the following which reads as follows:
a. To provide national leadership for counselling in Canada;
b. To provide a forum for ongoing information exchange and for critical discussion of counselling issues in Canada;
c. To serve as a vehicle for advocacy, networking and promoting the profession of counselling in Canada;
d. To provide opportunities for counsellors to develop and share best practices, research, position papers and professional development;
e. To serve as a direct link with other professional counselling associations provincially, nationally and internationally, thereby providing for the presentation and the achievement of mutually sought aims and objectives.
2. That the corporation be and is hereby authorized to make application to the Minister of Industry for the issue of Supplementary Letters Patent confirming this by-law insofar as it relates to amending the provisions of the Letters Patent.
3. That the directors and officers are hereby authorized and directed to do, sign and execute all things, deeds and documents necessary or desirable for the due carrying out of the foregoing.
In This Section 
