This section of the Ontario Bar Association (“OBA”), a branch of the Canadian Bar Association (“CBA”), shall be known as the Business Law Section (the “Section”).
- 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).
- Institute means the annual multi-day OBA legal conference
- Institute Committee means the group of volunteers responsible for planning Institute
- Law Society means Law Society of Ontario.
- Member means a member in good standing of CBA/OBA.
- Mentorship Program means the program of the same name defined on the OBA web site
- 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 e-mail. In the case of section 9(j)(viii), it shall also include the posting of results on the Section's page of the OBA 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.
The purpose of the Section is to:
- Respond to the needs of Members, encouraging and facilitating wide participation and involvement by Section Members;
- Assist in the development of timely, cost-effective programming for Section Members, within OBA financial guidelines;
- Ensure that Section Members are kept up-to-date on current developments in the law and Section activities;
- 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.
- If the Board requests or approves, to participate in consultations affecting the legal profession or the law that the Provincial Government, other organisations, boards or tribunals, or the courts may initiate; and
- Interact with the National Section and other sections of OBA as required or necessary.
This Constitution has been adopted subject to OBA by-laws.
A Member becomes a Section Member by enrolling in the Section and paying the Section dues, if any. OBA’s President, First Vice-President, Second Vice-President, the Chair of Sections, and the Chair of Professional Development are ex-officio Members of all Sections.
- The Executive shall administer the Section. The Executive shall consist of:
- The Officers of the Section;
- The newsletter editor, CPD liaison, public affairs liaison, technology liaison, regional representative (who shall be a member whose CBA mailing address is outside Toronto), and any additional positions the Board may specify from time to time; For clarity, should the Section Executive determine that more than one liaison position is required for CPD, public affairs, regional or technology, the Section Executive need not seek Board approval to appoint a second liaison for any of these positions;
- Subject to section 6(f), members-at-large to assist with the administration of the Section.
- The Officers of the Section are the Chair, Vice-Chair, Secretary and Immediate Past Chair.
- A Section Member may hold more than one of the positions set out in Section 6(a). However, each Executive Member shall have only one vote, regardless of the number of positions the Executive Member may hold on the Executive.
- Only Section Members may be Members of the Executive and only Members may be Section Members.
- Law students and candidates enrolled in the Law Society’s licensing programs may sit on the Executive but only as members-at-large. One member-at-large position on every Executive may be designated as a student position and reserved for an interested student. The Executive’s Nominating Committee shall endeavour to identify an interested student but if no student has been nominated for the designated position at the close of nominations as set out in section 9(h) any other eligible Section Member may be nominated to fill the position.
For clarity, only one student may sit on any section executive.
- The Executive shall have no more than 24 members and, unless the Board authorises, no fewer than seven members.
- The Executive shall use its best efforts to provide one mentor for every 5 Members on the Executive to participate in the OBA Mentorship Program for a minimum of one year, and shall ensure that the ratio of mentors to Executive Members remains constant.
7. OFFICER DUTIES
The duties of the Officers follow:
- 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 June 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 the OBA Annual Meeting, each meeting of OBA Council and at each meeting of the National Section.
- Vice-Chair - assists the Chair in the performance of the responsibilities of that office, acts for the Chair during the absence or inability of the Chair to act, and exercises any other powers and duties that the Chair designates.
- Secretary - takes minutes of the 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.
- Immediate Past Chair - assists the Chair and the Vice-Chair in the performance of their respective duties as they may request.
- The OBA Board of Directors may authorize a Section Executive which submits such a request, to have Co-Chairs. The Co-Chair structure must be approved by the Board of Directors prior to the beginning of the annual Section nominations and elections process and section members shall be notified of the modified executive structure as part of the notice section members are required to receive as set out in section 9(b).
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:
- in any one position under section 6(a)(i) for more than one consecutive Annual Periods
- in any one position under section 6(a)(ii) for more than two consecutive Annual Periods; or,
- for more than six consecutive Annual Periods.
For purposes of section 8(c), the six consecutive Annual Periods shall not include progressive and consecutive Annual Periods where a member begins as Vice-Chair, before the end of the sixth Annual Period, then moves on to Chair and then to Immediate Past Chair, provided the member serves no longer than one year in each position.
9. NOMINATIONS AND ELECTIONS
- The Executive shall establish a Nominating Committee, consisting of the Chair, Vice-Chair and Past Chair, whose purpose is to oversee the nomination of 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.
- On behalf of the Nominating Committee and before the date set out in section 9(d) of each year, OBA staff shall give Notice to each Section Member of the nomination and election process then underway or about to start, and provide instructions on how to submit nominations.
- Only Section Members as of 2 pm on the day before the close of nominations as set out in section 9(h) shall be eligible to stand for nomination.
- Nominations will open on the 3rd Wednesday in April.
- 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 and election process. Eligible Sections Members shall be entitled to nominate themselves for any Executive position, subject to section 6(e).
- The Nominating Committee shall attempt to ensure that by the date 14 days after nominations opened, there is a sufficient number of candidates nominated to fill each elected position.
- If, by the date set out in section 9(f), there is an insufficient number of candidates nominated to fill each position on the Executive, then, before the Annual Meeting, or the close of nominations as set out in section 9(h), whichever occurs first, the Nominating Committee shall nominate a sufficient number of eligible candidates to fill the remaining elected positions. Additional nominations may be requested from the floor at the time of the Annual Meeting if returned nominations are not sufficient to fill the positions on the Executive provided the Annual Meeting occurs prior to the date set out in section 9(h).
- Nominations shall close at 2 p.m. on the date 21 days after nominations opened. No further nominations shall be accepted following the close of nominations.
- 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 the Friday immediately following the date set out in section 9(h) 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 the Tuesday immediately following the date set out in section 9(h) and shall notify all affected candidates of its choice.
- Where elections are required, they shall be managed and overseen by OBA staff, and shall be conducted by ballot under the following rules:
- Elections shall open on the 1st Wednesday in June of each year.
- Each Section Member as of 2 p.m. on the date 12 days after the date set out in section 9(j)(i)shall be entitled to vote
- OBA staff, in consultation with the Nominating Committee, shall distribute ballots to Section Members who are entitled to vote by the date set out in section 9(j)(i), and as soon as practicable afterwards in the case of Section Members who become entitled to vote following the initial distribution.
- Elections shall close at 2 p.m. on the date 14 days after elections opened. Only ballots received by that time shall be counted.
- The candidate with the greatest number of votes for a position shall be elected for that position. In the case of a tie, the Chair shall cast the deciding vote.
- Proxies are not permitted in any election.
- OBA staff will distribute ballots and/or conduct the elections electronically using adequate systems to ensure thatonly 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.
- OBA staff shall Notify the Section Members of the outcome of the election on or before the Tuesday immediately following the date set out in section 9(j)(iv).
- If a date (a "Set Date") referred to in this section falls on a Saturday, Sunday, or statutory holiday, then the effective Set Date shall instead be the first business day following at the time specified on the original Set Date.
- Where a time of day is mentioned in this section, the time referred to shall be taken as Eastern standard time or Eastern daylight saving time, whichever is in effect on the associated date.
- Where there is a reference to a number of days between two events, they shall be counted by excluding the day on which the first event happens and including the day on which the second event happens.
The Nominating Committee shall ensure that the Section Executive represents the diversity, practice experiences and regional composition of OBA’s membership, in accordance with CBA and OBA policies then in effect and set out in the Sections Manual.
11. OFFICE VACANCY
- If the position of 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.
- 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 the Member's term of office under Section 8. If the Member is appointed after December 1, the Stub Period shall not count in determining the term of office under Section 8. For clarity, if a Member is appointed to an Executive position after December 1st, the period that person serves in that position between the date of appointment and the end of the Annual Period during which the appointment occurred (the Stub Period), shall not be counted as an annual period for the purposes of the term limitations set out in Section 8.
12. REMOVAL FROM EXECUTIVE
- 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 and/or the CBA's By-laws.
- 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 Section Executive shall ensure that the person does not attend any of the Executive meetings or activities in any capacity, including as a guest.
- If any Executive Member misses three consecutive Executive meetings without providing an explanation satisfactory to the Officers, the term of office of the Executive Member shall automatically terminate. However, the Executive, by motion, may excuse the Executive Member's absence, and confirm the continuation of the Executive Member’s term of office. Where an Executive Member's term has been continued by motion approved by the Section Executive, Notice of such continuation shall be provided to the OBA Executive Director so that the OBA Board may be advised. 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
- 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 meeting rooms, 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.
- The Executive may invite guests to attend Executive Meetings from time to time but only Affiliates may attend on a regular basis and only in accordance with section 24.
- 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/RESPONSIBILITIES
- 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.
- The Executive, working with OBA staff, shall have responsibility for CPD program development, recruitment of speakers and other educators, and delivery of high-quality programming and written materials. Other committees of OBA, such as the Professional Development Committee and the Institute Committee may provide recommendations to the Executive to support the Executive in fulfilling its mandate. The Executive shall ensure that a sufficient number of relevant professional development programs are presented to meet the needs of Section Members and the goal of assisting them to comply with the compulsory professional development requirements of the Law Society of Upper Canada.
- At the invitation of the Institute Committee, the Executive shall determine whether it will present a program at the OBA Annual Institute and promptly respond to the Institute Committee's invitation. The Executive may request that the Institute Committee permit 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 such a request will be at the sole discretion of the Committee 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 ratification.
16. EXECUTIVE DECISIONS
Efforts shall be made by the Executive to achieve consensus on any required decisions. If consensus cannot be achieved, decisions shall be by majority vote of those present in person or by telephone at an Executive meeting. In the case of a tie vote 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 professional development lawyer and staff co-ordinator, determines should be on the agenda, and those that any Executive Member requests the Chair to include. Notwithstanding this provision, the Chair may entertain new business raised by Executive Members at an Executive Meeting.
18. ANNUAL MEETING
- 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 professional development program.
- 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.
Those Section Members present at the time called for any duly constituted Annual 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 an Annual Meeting.
21. ANNUAL MEETING AGENDAS
- The Chair, in consultation with OBA's staff, shall set the agenda of the Annual Meeting, but shall include any items that Section Members may request at least three business days in advance. Notwithstanding this provision, the Chair may entertain new business from the floor at the Annual Meeting.
- The Executive may establish Committees, in addition to the Nominating Committee, which shall 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").
- Shall report and be accountable to the Executive;
- Shall be subject to governance rules that the Executive sets for them;
- Shall supply whatever information the Executive requests of them and within the time that the Executive requests that information;
- Shall be managed 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;
- May only be comprised of Section Members and Section Affiliates; and,
- Shall involve appropriate OBA staff in organizing Committee meetings and in dealing with the matters assigned to them by the Section Executive
- 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:
- Hold professional development meetings;
- Make submissions to the Section and the Executive which the Executive shall consider at its next meeting;
- Ensure that regional interests and concerns are considered and addressed in submissions that the Section develops or assists in developing; and,
- Facilitate opportunities for networking that further the purpose of the Section
- An Executive may, but is not required to, create an “Affiliate” Section enrolment category.
- 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 CBA/OBA, but who meet all criteria that the Executive establishes for Affiliate status, may be Affiliates. The Board must first approve such criteria.
- 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, nominate candidates for Executive positions or propose or second resolutions.
- 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 pertaining to the Section at the OBA Member rate for such programs.
- 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 Affiliate in the Section.
- 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.
- 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.
- An existing Affiliate must pay the prescribed fees on or before the renewal due date for them; otherwise, the Affiliate shall cease to be an Affiliate.
- 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. Affiliates invited to attend Executive meetings may do so only as non-voting guests.
25. CONDUCT OF MEETING
Subject to this Constitution, meetings shall be conducted in accordance with the current edition of Roberts' Rules of Order and shall be consistent with the Section Manual and OBA by-laws, policies, and Code of Conduct.
A Section Executive may request that this Constitution be amended for the purposes of its application to its Section. 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, if requested. The Board may approve, disapprove, or modify 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 modified, shall become effective once the Executive agrees to the modified amendments.
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 responsibility to review and understand