This is the official Constitution of CSEE, a registered not-for-profit organization of Canada (effective July 10 2006). Please send any comments to the CSEE Secretary (Sally Otto), who will circulate them to the board.

Article 1. Name. The name of this society is the Canadian Society for Ecology and Evolution/ la Société Canadienne d'Écologie et d'Évolution.

Article 2. Purposes. The Purposes of the Society shall be:

1. to promote the study of ecology and evolution in Canada;
2. to raise public awareness of the importance of ecology and evolution to Canadian society;
3. to facilitate communication between members of the Society and decision-makers in the public, private and non-governmental sectors;
4. to act as a liaison with Federal and Provincial funding agencies to support and promote ecological and evolutionary research in Canada.

Article 3. Membership. The society shall consist of regular, life, and student members. Membership applications are voluntary and are subject to approval by Council. The eligibility criteria are as follows. All members have a single vote in all Society elections.

1. Regular member: Any person who supports the purposes of the society is eligible for a regular membership.
2. Life Member: Any person who supports the purposes of the society and who pays a life membership fee equal to 20 times the annual regular membership dues is eligible for a life membership.
3. Student member: Any person who supports the purposes of the society and is a registered student or a postdoctoral fellow at a university or college is eligible for a student membership.

Termination of Membership: Membership may be terminated by direct request of the member, failure to pay dues, or action of the Council.

Article 4. Officers and Elections. The Executive constitutes the Officers of the Society and comprises the President, the President Elect (Vice-President), Secretary, and Treasurer. The Council consists of the Executive and seven council members including one student member. Council members and Executive serve without remuneration.

The President serves a two-year term, following a two-year term acting as President Elect (Vice President). A person may hold the office of President for only one term, in addition to such time as may be served filling the office following the death or resignation of a President.

The Secretary and Treasurer serve four-year terms and are eligible for reelection to additional terms. For continuity, elections for Secretary and Treasurer shall be held in alternate biennial elections.

The Council constitutes the Board of Directors of the Society. The board of director will manage the corporation. The Council members with the exception of the student member shall serve four-year terms, with three new councilors elected in each biennial election, together with any additional members necessary to fill vacancies that may arise. The student member shall serve a term of two years. Councilors are eligible for re-election only to non-consecutive terms.

The officers and other positions filled by Society elections shall be selected by mail ballot [1]. The official terms of the officers commence on January 1. Only Regular, Life, and Student members are eligible to hold office in the Society. No employee or member of the immediate family of an employee of the Society may be nominated for or hold elected office within the Society.

The Nominations Committee shall serve for one year and consist of the Vice-President as Chair and three Council members. Council shall solicit nominations for Society positions not less than three months before the election from the general membership and any nomination supported by five or more members in good standing shall be added to the list of candidates by the Nominating Committee. The Committee shall submit to the Secretary a list of at least two candidates, who have agreed to serve, for each position to be filled, excepting the Secretary and Treasurer, which may be uncontested. Names of the candidates shall be made known to the membership by the Secretary.

The Secretary shall prepare and mail ballots to the voting membership, tabulate and record the votes, notify the candidates for Council of the election results, and notify the membership of the results. In the event that the election of Council cannot be completed by mail ballot, the election will be conducted at the general meeting of the Society. In the event of a tie vote for any office, the Secretary shall poll the members of the Council to resolve the tie.

If for any reason the President is unable to carry out the duties of the office, the position shall be filled by the President-Elect. Vacancies in the other offices may be filled until the next election by vote of the Council. A member of the Council or the Executive may be removed from office by a petition signed by six of the eleven members of Council. A member of Council may be removed from office by a resolution passed by a majority of members present at the annual members’ meeting.

Article 5. Duties of Officers. The President acts as chief executive officer. The duties of the President are as follows:

1. to prepare the annual report of the Society;
2. to preside over meetings of Council;
3. to appoint committees as directed by Council or prescribed by the Constitution;
4. to act as spokesperson for the Society;
5. to sign all official Society correspondence;
6. to advance the purposes of the Society.

The Vice-President is the President Elect. The duties of the Vice-President are as follows:

1. to take over the responsibilities of the President whenever the President is unable to carry them out;
2. to organize the General Business meeting of the Society;
3. to chair the Nominations committee.

The duties of the Secretary are as follows

1. to keep the records and archives of the Society and the list of members;
2. to give notice of Council meetings and the General Business meetings;
3. to administer elections;
4. to take minutes of the Council meetings and the General Business meetings and to distribute these to the Council in a timely manner.

The duties of the Treasurer are as follows

1. to administer all society funds;
2. to disburse funds as directed by the Council;
3. to present an audited financial statement to the General Business meeting.

The duties of the Council members are as follows

1. to direct the business of the Society;
2. to advise the Executive as to how to advance the purposes of the Society;
3. to serve on Society committees.

Article 6. Conduct of Business. All business of the Society can be conducted in French or in English and all official documents shall be distributed in both languages unless decided otherwise by majority vote of Council.

The signature of the President or in the absence or incapacity of the President the signature of the Vice-President shall certify that a document is an official document of the Society.

The custody of the corporate seal of the Society shall be entrusted to the President or in the absence or incapacity of the President to the Vice-President.

Article 7. Meetings. The General Business meeting of the society will be held annually at a date and place to be established by the Council. The board of directors shall call a special general meeting of members on written request of members carrying not less than 5% of the voting rights. Notice will be given at least three months in advance on the website of the Society. In the event of special business the notice will contain sufficient information to allow the members to form a reasoned judgment. The quorum for the meeting shall be forty (40) members.

An auditor shall be appointed by the members at each annual meeting to audit the books for report to members at the annual meeting.

The Council meeting of the society will be held at least annually at a time and place determined by Council. At least two weeks’ notice of the meeting will be given. A quorum for the Council meeting consists of the President or Vice-President and at least five other members of council. All members of Council have a single vote in all business. Minutes of Council meetings shall be made available to the membership in a timely fashion by the Secretary.

Article 8. Dues. Annual dues are established by a majority vote of the Council.

Article 9. Amendments. This Constitution may be amended by the following procedure:

1. Proposals for amendment: An amendment may be proposed either by a majority vote in council or by a request in writing from any 12 members of the society.
2. Notice of amendment: A notice of amendment must be sent out to members by the Secretary at least 20 days in advance of the next business meeting.
3. Voting on amendment: Following discussion at the business meeting, an amendment shall be adopted if approved by 2/3 of members voting in a mail ballot, provided that these comprise at least 1/5 of the members in good standing.

Article 10. Byelaws. The Council may enact byelaws that interpret and implement this Constitution. Such byelaws may be adopted, amended, or repealed by a two-thirds majority of those voting at an annual meeting of the Council, or by a two-thirds vote of the Council in a mail ballot, provided that in either case notice of the proposed action shall have been sent to each voting member of the Council, or presented at an annual meeting of the Council, at least two months and not more than fifteen months before the vote. Changes to the Constitution must be approved by an affirmative vote of at least two-thirds of those voting at the annual members’ meeting of the Society. No such changes will be enforced or acted upon until the approval of the Minister of Industry has been obtained.

Article 11. Incorporation. The Society shall be incorporated as a not-for-profit organization.

Article 12. Distribution upon Dissolution. In the event of dissolution or final liquidation of the Canadian Society for Ecology and Evolution all of the remaining assets and property shall, after paying or making provision for the payment of all of the liabilities and obligations of the Canadian Society for Ecology and Evolution and for necessary expenses thereof, be distributed to such organization or organizations organized and operated exclusively for charitable, scientific or educational purposes. In no event shall any of such assets or property be distributed to any member, director, or officer or any private individual.

[1] Throughout, mail refers to postal or electronic correspondence.