PREAMBLE
These by-laws relate to the conduct and management of the affairs of the Association of Legal Aid Plans of Canada.
The Association of Legal Aid Plans of Canada (ALAP) is a voice for Canada’s Legal Aid Plans, and a national expert on legal aid and access to justice issues.
The objectives of the Association are as follows:
(a) To undertake, support and facilitate research concerning access to justice issues;
(b) To improve public awareness of access to justice issues; and
(c) To undertake such activities, on its own or with others, as may be in the interest of access to justice in Canada.
DEFINITIONS
CEO: is defined as a Provincial or Territorial legal aid Plan’s Chief Executive Officer (CEO), President or Executive Director (or the holder of a similar title if its meaning is interchangeable with that of CEO), or, in the event that the CEO is unavailable, as the designate of the CEO.
Designate: is defined as any official of a Provincial or Territorial legal aid Plan designated by the CEO of that Plan to act as the representative of the CEO for any purpose related to the business of the Association.
Plan: is defined as a Provincial or Territorial legal aid Plan.
Quorum: is defined, for purposes of Association meetings, as a majority of member Plans whether participating in person or electronically.
1. OFFICIAL LANGUAGES
The official languages of the Association are English and French, and all official documents will be made available in both languages.
2. MEMBERSHIP
The principal legal aid program in each Province and Territory is entitled to membership in the Association. Membership is limited to one Plan per Province or Territory and will be open only to those Provinces and Territories that maintain a recognized Legal Aid Plan which has as its major objective the provision of legal aid services to those who cannot afford to hire a lawyer. In order to maintain membership and voting privileges, a Provincial or Territorial Plan must pay any assessments levied against it that are approved by the Association, which would include the cost of maintaining support to the Chair, the Executive Committee, any additional committees, undertakings or projects established or approved by the Association, or any other reasonable expense associated with the organization. A Provincial or Territorial Plan’s continued membership in the Association would be subject to review if any assessment is in arrears for two years or more. A Provincial or Territorial Plan’s membership or voting privileges can be suspended by a vote requiring the support of nine or more Plan CEOs, or their designates.
3. VOTING
Each Provincial or Territorial Plan is entitled to one vote at meetings of the Association. Votes to be cast will be by the Provincial or Territorial CEOs or by any other official of the Provincial or Territorial Plan specifically designated for that purpose. All resolutions, unless otherwise specified, will be by simple majority. Voting by proxy and electronic voting are recognized as acceptable voting methods.
4. MEETINGS
The Association will meet on an annual basis (Annual Meeting) but may meet more often (“Special Meetings”) if a simple majority of Plan CEOs deems it necessary. The Executive Committee will normally have a minimum of one in-person meeting in the Fall, following the Annual Meeting, and an in-person or teleconference meeting in the Spring, in advance of the Annual Meeting.
Plans may generally establish their own optimal level of participation at Annual Meetings, although the Executive Committee may set, from time to time, the maximum number of representatives from each Plan. Special projects of the Association, important issues, or presentation of committee reports may require additional attendance as considered appropriate.
Special meetings, particularly if the agenda is brief, may be conducted by teleconference.
Quorum must be established at meetings and is defined as a majority of member Plans.
Each Plan will be responsible for the cost of travel and related expenses for attending Annual Meetings. The CEOs may establish a budget for travel or other costs associated with the work of the Chair, Executive Committee or any other Committee established by the Association.
5. FINANCES AND ASSESSMENTS
An annual budget for the Association shall be prepared by the Treasurer and submitted to the Plan CEOs for approval at the Annual Meeting.
The fiscal year of the Association shall be determined by the Plan CEOs.
The Association may assess the costs of maintaining support to the Chair, the Executive Committee or any other Committee, undertaking or project of the organization against each member Plan at the Annual Meeting, based upon the annual Budget approved by the Plan CEOs for their approval. Each Plan’s assessment will be based upon a percentage of its total operating cost for the preceding year to the total cost of all Provincial and Territorial Plans. For the purposes of determining cost any and all supplementary funding that may have been approved for the preceding year will be included.
The Chair may bring forward such audit resolutions as may be necessary.
6. ASSOCIATION CHAIR
The Association will maintain the position of Chair. The Chair shall have a national mandate and be representative of the Association as a whole, and not have an ascribed affiliation to any Province or Territory. Provision may be made in the annual budget, if deemed necessary, to support the Chair in conducting the Association’s business.
The person elected as Chair will maintain that position for a three (3) year term, renewable for another three (3) year term.
The election of the Chair will take place at the conclusion of the Annual Meeting.
7. EXECUTIVE COMMITTEE
The Association shall establish, by election at the conclusion of the Annual Meeting, an Executive Committee consisting of up to six Provincial or Territorial CEOs including the Chair. Where the Chair is elected from Ontario or Québec, he or she may appoint a Designate from his or her Province to serve as a member of the Executive Committee. A Designate that serves on the Executive Committee shall have the same rights afforded to them as any other member of the Executive Committee. A Designate cannot be elected to the position of Chair. A Chair and a CEO from the same region, or a Chair and Designate from the same Province, may sit on the Executive Committee concurrently. A Chair shall not be permitted to serve on the Executive Committee as a representative for his or her region or Province at the same time they hold the position of Chair.
The composition of the Committee may vary but should ideally include one CEO from Quebec, one CEO from Ontario, one CEO from the Western Provinces (British Columbia, Alberta, Saskatchewan, Manitoba), one CEO from the Atlantic Provinces (New Brunswick, Prince Edward Island, Nova Scotia, Newfoundland and Labrador) and one CEO from the Territories (Yukon, Nunavut and Northwest Territory).
The Members of the Executive Committee shall hold office for a three (3) year term and any CEO elected as a Member of the Executive Committee can have his/her term extended for two additional three (3) year terms. As the Association has determined that it is desirable to have representation from Ontario and Quebec on the Executive Committee, an exception to the limit of three (3) three-year terms exists where the CEO from either Ontario or Quebec has served a full three terms as a member of the Executive Committee and continues to hold the position of CEO of their respective Plan.
8. OTHER COMMITTEES
The Executive Committee may recommend to the Association the establishment of other Committees, including standing committees and special committees as it deems necessary and appropriate. When establishing ad hoc or standing committees, the Provincial/Territorial Plan representatives shall keep in mind the desirability of maintaining a reasonable geographic balance of representatives. Committees may conduct meetings by teleconference as desired.
9. OFFICERS
The Association shall appoint a Treasurer. The Treasurer is responsible for:
- Having charge of the finances of the Association, and carrying on its general banking business;
- Preparing an annual budget for approval at the Annual Meeting;
- Maintaining records of the Association’s assets, liabilities, receipts and disbursements, and providing financial reports; and
- Performing such other duties as may be prescribed by the Association from time to time.
The Association may appoint other officers as it deems necessary, including vice-chair and secretary.
Officers shall have such authority and shall perform such duties as are set out in the by-laws or as the Association may prescribe from time to time. Officers may delegate to others the performance of any or all such duties. The same person may hold two or more offices. Any officer shall cease to hold office upon resolution of the Association.
10. PUBLIC COMMUNICATIONS AND REPRESENTATIONS
The Association Chair, or his or her designate, shall be the public communications voice of ALAP.
The Chair shall communicate in a manner that is consistent with the policy and protocols adopted by ALAP and its Executive Committee.
Notwithstanding the above, a member Plan may disassociate itself in whole or in part from any public ALAP communication.
11. AMENDMENTS TO THE BY-LAWS
The by-laws of the Association may be enacted, repealed or amended (“amended”) at the Annual Meeting or at a Special Meeting of the Association by a two-thirds (2/3) majority of Member Plans, provided that a minimum of sixty (60) days’ notice of the proposed amendment has been provided. Consistent with By-law 3 of the Association, Member Plans may vote on amending the by-laws in person or by electronic means, and proxy voting on amending the by-laws is permissible.
Adopted: ALAP AGM
Ottawa, Ontario
June 2019