1. NAME

This Section of Ontario Bar Association ("OBA"), a branch of the Canadian Bar Association ("CBA"), shall be known as the Young Lawyers' Division Section (the "Section").

2. DEFINITIONS

Affiliates means those persons described in section 24.

Annual Meeting means the annual Section meeting referred to in section 18.

Annual Period means the duration of time commencing on the first day after a CBA annual meeting and terminating on the last day of the next CBA annual meeting.

Board means OBA's board of directors.

Committee means a committee of a Section.

Executive means the executive set out in section 6(a).

Executive Member means anyone on the Executive as set out in section 6(a).

Law Society means Law Society of Upper Canada.

Member means a member in good standing of OBA.

National Section means the section of CBA dealing with the same areas of law and practice with which the Section deals.

Nominating Committee means the Committee referred to in section 9.

Notice means a notice, or the sending of information, in writing, communicated by mail, e-mail or fax, or any combination of them. In the case of section 9(h)(vii), it shall also include the posting of results on the Section's page of OBA's website.

Notify means the sending of a Notice.

Officers means those positions set out in section 6(b).

Regions means the regions set out in OBA by-laws for representation on OBA's council.

Section Member means a Member who has enrolled in and is in good standing with the Section.

Sections Manual means a collection of policies and guidelines for operations and procedures that the Board sets from time to time.

3. PURPOSE

The purpose of the Section is:

a) respond to the needs of Members, encouraging and facilitating wide participation and involvement by Section Members;

b) provide Section Members with timely, cost-effective programming within OBA financial guidelines;

c) ensure that Section Members are kept up-to-date on current developments in the law and Section activities;

d) participate, in a timely and effective manner, in developing positions that:

• may recommend changes to legislation;
• propose new legislation;
• respond to proposed new legislation; and
• address issues involving the Law Society.

e) if the Board requests or approves, participate in consultations affecting the legal profession or the law that other organisations, boards or tribunals, or the courts may initiate; and

f) interact with the National Section and other sections of OBA.

4. LIMITATION

This Constitution has been adopted subject to OBA by-laws.

5. MEMBERSHIP

A Member becomes a Section Member by enrolling in the Section and paying the Section dues. OBA’s President, First Vice-President, Second Vice-President, the Chair of Sections, and the Chair of Professional Development are ex-officio Section Members.

6. EXECUTIVE

a) The Executive shall administer the Section. The Executive shall comprise:

(i) the Officers of the Section;             

(ii) the newsletter editor, continuing legal education liaison, public affairs liaison, technology liaison, and program co-ordinator and any additional positions the Board specifies from time to time;

(iii)  subject to section 6(e), members-at-large to assist with the administration of the Section.

b) The Officers of the Section are the Chair, Vice-Chair, Secretary and Immediate Past Chair.

c) A Section Member may hold more than one of the positions set out in Section 6(a). However, each Executive Member shall have one vote, regardless of the number of positions the Executive Member may hold on the Executive.

d) Only Section Members may be members of the Executive.

e) The Executive shall have no more than 24 members and, unless the Board authorises, no fewer than 7 members.

7. OFFICERS DUTIES

The duties of the Officers follow:

a) Chair - presides at the meetings of the Section; oversees the performance of all activities of the Section; reports in writing to the Board, before its November and August meetings, on the work of the Section; and exercises any other powers and duties usually associated with the office. The Chair or the Chair’s designated representative shall represent the Section at each meeting of OBA and OBA Council and at each meeting of the National Section.

b) Vice-Chair - assist the Chair in the performance of the responsibilities of that office, act for the Chair during the absence or inability of the Chair to act, and exercise any other powers and duties that the Chair designates.

c) Secretary - takes minutes of business transacted at any meeting of the Section and the Executive and provides a copy of these minutes to the Section’s OBA staff coordinator. The Secretary shall ensure that the Section complies with the Section Manual, this Constitution, and OBA's by-laws and policies and shall exercise any other duties that the Chair designates.

d) Immediate Past Chair - assist the Chair and the Vice-Chair in the performance of their respective duties as they may request.

8. TERM OF OFFICE

The term of each position on the Executive is for an Annual Period. Unless the Board first authorises, no person may be elected or serve on the Executive:

a) in any one position for more than two consecutive Annual Periods; or

b) for more than six consecutive Annual Periods.

For purposes of section 8(b), the six consecutive Annual Periods shall not include an Annual Period that ended in or earlier than August 2010, and shall not include progressive and consecutive annual periods from Vice-Chair to Chair and to Immediate Past Chair.

9. NOMINATIONS AND ELECTIONS

a) The Executive shall establish a Nominating Committee, consisting of the Chair and some or all of members of the Executive, whose purpose is to nominate Section Members for positions on the Executive. The Nominating Committee shall make reasonable efforts to ensure that there is a sufficient number of candidates nominated to fill each of the positions on the Executive set out in sections 6(a)(i)-(ii) and as many positions set out in section 6(a)(iii) as the Executive decides are advisable.

b) On behalf of the Nominating Committee and before April 1 of each year, OBA staff shall give Notice to each Section Member of the nomination and election process then underway and, in that Notice, distribute the nomination forms.

c) Only Section Members shall be eligible to stand for nomination.

d) The Section nomination forms shall set out the requirements for nomination and any other information that the Executive and OBA staff deem necessary for the efficient conduct of Section nomination procedures.

e) The Nominating Committee shall attempt to ensure that by May 15, there is a sufficient number of candidates nominated to fill each elected position.

f) If, by May 15th, there is an insufficient number of candidates nominated to fill each position on the Executive, then, before the Annual Meeting, the Nominating Committee shall nominate candidates to fill the elected positions.  Additional nominations may be requested from the floor at the time of the Annual Meeting only if returned nominations are not sufficient to fill the positions on the Executive

g) If more than one nomination per position is received, an election shall be conducted for each such position. If a person has been nominated for more than one position, then that person must choose on or before May 15 the one position for which the person wishes to run, If the person fails to choose by that date, then the Nominating Committee shall make that choice, which shall be final, on or before May 19 and shall Notify all affected candidates of its choice.

h) Elections shall be conducted by ballot under the following rules:

• Each Section Member as of May 15 of that year shall be entitled to vote.
• OBA staff, in consultation with the Nominating Committee, shall, on or before May 15 of that year, distribute the ballots to the Section Members entitled to vote.
• Only ballots received on or before June 30 are effective; those received later than that date shall not be counted.
• The candidate with the greatest number of votes for a position shall be elected for that position. In case of a tie, the Chair shall cast the deciding vote.
• Proxies are not permitted in any election.
• OBA staff may distribute ballots or conduct the elections electronically or by a combination of electronic, mailed, or hand delivered ballots if satisfied there are adequate systems to ensure that, in the case of distribution, only eligible voters receive ballots and that, in the case of the conduct of the election, only eligible voters may vote – and only once for each elected position.
• The Chair shall Notify the Section Members of the outcome of the election by July 15.
• If a date (a "Set Date") referred to in this section falls on a Saturday, Sunday, or holiday, then the effective Set Date shall instead be the first business day preceding the original Set Date.

10. REPRESENTATION

The Nominating Committee shall endeavour to ensure that the Executive represents the diversity and regional composition of OBA’s membership, in accordance with OBA policies then in effect and the Sections Manual.

11. OFFICE VACANCY

a)  If the position of the Chair becomes vacant for any reason, including resignation, termination, or disqualification, it shall be filled by the Vice-Chair. If there is no Vice-Chair or if, for any reason, any other Executive position becomes vacant, the remaining Executive Members may appoint a Section Member to fill the vacant position.

b)  An Executive Member so appointed shall serve from the date of the appointment until the last day of the next annual meeting of CBA (the "Stub Period"). If the member is appointed on or before December 1, the Stub Period shall count as one Annual Period in determining term of office under Section 8. If the member is appointed after December 1, the Stub Period shall not count in determining term of office under Section 8.

12. REMOVAL FROM SECTION EXECUTIVE

a) The Board may remove any Executive Member pursuant to the powers it has and the procedures it must follow under OBA's Code of Conduct.

b)  If the OBA membership of a person on the Executive lapses such that the person is no longer a Member, then, until that person's membership is re-instated, that person shall cease to be a Section Member and a member of the Executive and shall be ineligible to run for election in future for a position on the Executive. If the person's position on the Executive is filled before the person's membership is re-instated, then the person loses his or her position on the Executive for the remainder of the Annual Period. Once a person ceases to be an Executive Member because of a lapsed OBA membership, the Executive shall ensure that the person does not attend any of the Executive meetings or activities in any capacity, including as a guest.

c)  If any Executive Member misses three consecutive Executive meetings, the term of office of the Executive Member shall automatically terminate. However, the Executive, by motion before or at the third missed meeting, may excuse the Executive Member's absence, with or without terms, and confirm the continuation of the Executive Member’s term of office. Once an Executive Member misses two consecutive meetings, the Chair shall Notify that member of the two consecutive missed meetings, this section, of this Constitution and the consequences of missing the third consecutive meeting. The Notice should, if possible, be given either by email or fax and should be sent at least 7 days before the next scheduled meeting. The member shall be deemed to have received the Notice on the day it is faxed or emailed or on the 4th day after it has been mailed.

13. EXECUTIVE MEETINGS

a) The Executive shall meet at the call of the Chair at least four times during each Annual Period. OBA staff shall give Notice of the time, place, and general purpose of a meeting to each Executive Member at least five business days before the meeting, or in the event of an emergency, upon one business day’s notice.  To permit the efficient and cost-effective organisation of the meeting and allocation of the meeting room, each Executive Member shall Notify the appropriate OBA staff co-ordinator, at least 24 hours in advance of the meeting and preferably by email, of the member's intention to attend in person or by telephone or not to attend.

b) The Executive may meet by telephone conference call. If a meeting is to be in person, any Executive Member may still attend the meeting by telephone.

14. EXECUTIVE DUTIES

a) The Executive shall initiate and be responsible for Section activities; create, oversee, assume responsibility for, and terminate Committees; and ensure that the Executive, Section activities, and the Section comply with this Constitution.

b) The Executive shall have primary responsibility for program development, recruitment of speakers and other educators, and delivery of high-quality programming and written materials. Other committees of OBA, such as the Main CLE Committee, may provide recommendations to the Executive to support the Executive in fulfilling its mandate. The Executive shall ensure that Section and professional development programs are presented to meet the needs of Section Members and the goal of allowing them the opportunity to comply with the compulsory professional development regulations of the Law Society.

c) At the invitation of the Institute Committee, the Executive shall decide whether it will be presenting a program at the OBA Annual Institute and promptly respond to the Institute Committee's invitation.  The Executive may request the Institute Committee to allow the Section to present a program, even if the Institute Committee has not invited the Executive do so, but the decision of the Institute Committee regarding this request will be at its discretion and shall be final.

15. EXECUTIVE QUORUM

A majority of the Executive Members constitutes a quorum for the transaction of business at any Executive meeting. Business transacted at a meeting without quorum shall be minuted and presented to the next Executive meeting for further discussion or debate and for decision that has effect.

16. EXECUTIVE DECISIONS

Decisions of the Executive shall be by majority vote of those present in person or by telephone at an Executive meeting. In case of a tie, except regarding a motion under section 12(b), the presiding Executive Member shall cast the deciding vote.

17.  EXECUTIVE AGENDA

The agenda of an Executive meeting shall consist of matters that the Chair, after consulting with the Section's OBA staff co-ordinator, determines should be on the agenda and those that any Executive Member requests to the Chair to include.

18. SECTION MEETINGS, ANNUAL MEETING, PROGRAM MEETINGS

a) The Section shall hold Section program meetings throughout the year.

b) The Section shall hold an Annual Meeting no later than June 30 of each year. At this meeting, the Chair shall report on activities during the past year. The Annual Meeting may be held in conjunction with a Section program meeting.

c) OBA staff shall provide Notice of the time, place and general purpose of the Section program meetings. These Notices shall be given at least 15 days prior to the meeting, but the notice period may be reduced in the sole discretion of OBA's Director of Professional Development.

d) OBA staff shall provide Notice of the time, place and general purpose of the Annual Meeting.  This Notice shall be given at least 21 days prior to the meeting.

e) All dinner programs, continuing education programs, and other programs that the Section sponsors may be open to the public unless the Board decides otherwise.  The fees, if any, to be charged to the public for attendance at these programs shall be higher than those charged to OBA members.

19. QUORUM

Those Section Members present at the time called for any duly constituted Annual Meeting or Section program meeting shall constitute a quorum for the transaction of business.

20. SECTION DECISIONS

Decisions of the Section shall be by majority vote of Section Members voting at a meeting. 

21. AGENDAS

a) The Chair, after consulting with OBA's staff, shall set the agenda of the Annual Meeting, but shall include any items that Section Members may request at least 3 business days in advance.  Notwithstanding this provision, the Chair may entertain new business from the floor at the Annual Meeting.

b) The Chair, after consulting with OBA's staff, shall set the agenda for any business to be transacted at a Section program meeting, but shall also include any items that Section Members may request at least 3 business days in advance. Notwithstanding this provision, the Chair may entertain new business from the floor at any Section program meeting.

22. COMMITTEES

a) The Executive may establish Committees, in addition to the Nominating Committee which will not be governed by the rules set out in this section, to:

• deal with a specialised area of law within the overall law with which the Section deals (a "Law Committee"); or
• deal with an aspect of business of the Executive that is better delegated to a smaller number of people (a "Business Committee").

b)  Committees:

• shall report and be accountable to the Executive;
• shall be subject to governance rules that the Executive sets for them;
• shall supply whatever information that the Executive requests of them and within in the time that the Executive requests that information;
• shall be run by one or more persons whom the Executive appoints, with a term that runs to the end of the Executive's term ;
• must have a chair who is an Executive Member; and
• may only be comprised of Section Members and Section Affiliates.

c) Before creating or terminating a Committee, the Executive shall consult with the Board. For a Law Committee to be validly created, the Board must first approve its creation. The Board may grant an approval with or without conditions.

23. REGIONAL INTERESTS

The Section shall permit and encourage Section Members in the Regions to organise themselves for the following purposes:

a) Hold professional development meetings.

b) Make submissions to the Section and the Executive. The Executive shall consider submissions made to it at its next meeting.

c) Ensure that regional interests and concerns are considered and addressed in submissions that the Section develops or assists in developing.

d) Facilitate opportunities for networking.

24. AFFILIATES

a) An Executive may, but is not required to, create an “Affiliate” Section enrolment category.

b) Individuals, corporations, firms or other organisations currently interested in the area of law that the Section represents, who are not otherwise eligible for membership in OBA but who meet all criteria that the Executive establishes for Affiliate status, may be Affiliates. The Board must first approve these criteria.

c) Affiliates shall have the right to attend meetings and participate in the activities of the Section and shall have a deliberative voice in the activities of the Section. However, they shall not have the right to vote, hold office, or propose or second resolutions.

d) Affiliates shall not have the right to take advantage of any special benefit programs or preferred rates made available to Section Members.  However, Affiliates may attend regular programs of the Section at the OBA Member rate for these programs.

e) Application for affiliation with the Section shall be in the form and manner that the Board prescribes and shall be accompanied by the full amount of prescribed fees. If an applicant is not an individual, the application shall provide the name of the person that the applicant designates to be its representative in the Section.

f) Regardless of whether the applicant meets the conditions for Affiliate status, the Executive must still approve, and may still deny approval of, applications for Affiliate status and the annual renewal of Affiliate status.

g) The Board shall prescribe fees for Affiliates. The Board may revise the quantum of these fees from time to time. These fees shall be not less than those for associate membership in CBA. Notice of the quantum of fees shall not be construed as approval of Affiliate status.

h) An existing Affiliate must pay the prescribed fees on or before the renewal due date for them; otherwise, the Affiliate ceases to be an Affiliate.

i) The Executive may invite an Affiliate to take part in the affairs of the Executive in an advisory capacity only. The Executive may invite to Executive meetings only that number of Affiliates that would be less than or equal to 20% of the number of Executive Members.

25.  CONDUCT OF MEETING

Meetings under this Constitution shall be conducted in accordance with Roberts' Rules of Order and shall be consistent with the Section Manual and OBA by-laws, policies, and Code of Conduct.

26.  AMENDMENTS

The Executive may request that this Constitution be amended. The request shall be in writing, set out the reasons the amendment is being requested, and be directed to OBA's president. The Board shall consider the request and shall allow the Section Chair or the Chair's representative to make oral submissions to the Board at the meeting at which the Board will consider the requested amendments. The Board may approve, disapprove, or further change the requested amendments. If the Board approves the amendments without change, they shall be effective upon approval. If the Board approves the amendments with changes, the amendments as changed shall become effective once the Executive agrees to the amendments as changed.

27. PUBLICATION

A copy of this Constitution shall be posted on the Section's portion of OBA's website. The Chair shall alert Executive Members, particularly new Executive Members, of its availability and their responsible to review and understand it.