English | Français

• CFAA History
• CFAA Mission
• CFAA Code of Ethics
• Industry Involvement
• Board of Directors - National
• Regional CFAA Chapters
  • Alberta Chapter
  • British Columbia Chapter
  • Manitoba Chapter
  • National Capital Region (Ottawa) Chapter
  • Ontario Chapter
  • Québec Chapter
  • Saskatchewan Chapter
• Administration - Contact Us
• CFAA By-Law

CFAA By-Laws

BY-LAW NO. 1
 
A By-law relating generally to the conduct of the affairs of
Canadian Fire Alarm Association /
L’Association Canadienne D’Alarme Incendie

 
TABLE OF CONTENTS
 

Section 1 – General		Page
	1.01 Definitions	3
	1.02 Interpretation	4
	1.03 Corporate Seal	4
	1.04 Execution of Documents	4
	1.05 Financial Year End	4
	1.06 Banking Arrangements	4
Section 2 – Membership		5
	2.01 Membership Categories	5
	2.02 Procedures for Application	6
	2.03 Notice of Meeting of Members	6
	2.04 Absentee Voting-Proxies	6
Section 3 – Membership Dues, Termination and Discipline		7
	3.01 Membership Dues	7
	3.02 Termination of Membership	7
	3.03 Discipline of Members	7
Section 4 – Meetings of Members		8
	4.01 Person Entitled to be Present	8
	4.02 Chair of the Meeting	8
	4.03 Quorum	8
	4.04 Votes to Govern	9
Section 5 – Directors		9
	5.01 Eligibility	9
	5.02 Election and Term	9
	5.03 Vacancy	10
Section 6 – Meetings of Directors		10
	6.01 Calling of Meetings	10
	6.02 Notice of Meeting	10
	6.03 Regular Meetings	11
	6.04 Consensus of Votes to Govern	11
	6.05 Committees	11
Section 7 – Officers		11
	7.01 Description of Officers	11
	7.02 Vacancy in Office	13

TABLE OF CONTENTS
 

Section 8 – Notices		14
	8.01 Method of Giving Notices	14
	8.02 Omissions and Errors	15
Section 9 – Dispute Resolution		15
	9.01 Mediation and Arbitration	15
	9.02 Dispute Resolution Mechanism	16
Section 10 – Chapters		17
	10.01 Authority to Establish Chapters	17
Section 11 – Indemnification of Directors and Officers		17
	11.01 Indemnification of Directors and Officers	17
Section 12 – Invalidity of Provisions		17
	12.01 Invalidity of any provisions of this By-law	17
Section 13 – Parliamentary Authority		17
	13.01 Adoption of Parliamentary Authority	17
Section 14 – Effective Date		18
	14.01 Effective Date	18

   
BE IT ENACTED as a By-law of the Corporation as follows:
 
SECTION 1 – GENERAL

1.01    Definitions
 
In this By-law and all other By-laws of the Corporation, unless the context otherwise requires:
 
“CFAA” means the Corporation of the CANADIAN FIRE ALARM ASSOCIATION / L’ASSOCIATION CANADIENNE D’ALARME INCENDIE;
“Board of Directors” means the Board of Directors of the CFAA;
“Director” means an elected member of the Board of Directors of the CFAA;
“Executive Director” means an Officer that may be appointed by the CFAA Board of Directors;
“Past President” means a Director position, reserved for only a past president of the CFAA, that may be appointed by the CFAA Board of Directors;
“Officer” means the President, First Vice President, Second Vice President, Secretary, Treasurer and Executive Director of the CFAA;
“By-law” means this By-law and any other By-laws of the CFAA as amended and which are, from time to time, in force and effect;
“electronic document” means, any form of representation of information or of concepts fixed in any medium in or by electronic, optical or other similar means and that can be read or perceived by a person or by any means.
“in writing” shall include a hard copy which may be sent by ordinary mail, or electronically by facsimile message (fax) and electronic copy which may be sent by email;
“meeting of Members” includes an Annual General Meeting (AGM) of Members or a special meeting of Members;
“special meeting of Members” is a meeting called for and restricted to the business indicated in the notice;
“ordinary resolution” means a resolution passed by a majority of the votes cast on that resolution;
“special resolution” means a resolution required by the act or these By-laws to be passed by not less than two-thirds (2/3) of the votes cast on that resolution; and
“Regulations” means the regulations made under the Act, as amended, restated or in effect from time to time.
1.02    Interpretation
 
In the interpretation of this By-law, words in the singular include the plural and vice-versa, words in one gender include all genders, and "person" includes an individual, body corporate, partnership, trust and unincorporated organization.
 
Other than as specified in 1.01 above, words and expressions defined in the Act have the same meanings when used in these By-laws.
 
1.03    Corporate Seal

The CFAA shall have a Corporate Seal with the words CANADIAN FIRE ALARM ASSOCIATION / L’ASSOCIATION CANADIENNE D’ALARME INCENDIE in the form approved from time to time by the Board of Directors. The Secretary of the CFAA shall be the custodian of the Corporate Seal.
 
1.04    Execution of Documents
 
Deeds, transfers, assignments, contracts, obligations and other instruments in writing requiring execution by the CFAA shall be signed by any two (2) of the following: President, First Vice President, Second Vice President, Secretary, Treasurer, or Executive Director. In addition, the Board of Directors may from time to time direct the manner in which and the person or persons by whom a particular document or type of document shall be executed. Any person authorized to sign any document may affix the Corporate Seal to the document. Any signing officer may certify a copy of any instrument, resolution, By-law or other document of the CFAA to be a true copy thereof.
 
1.05    Financial Year End
 
The financial year end of the CFAA shall be determined by the Board of Directors and shall be stated in the procedures established and maintained by the Board of Directors.
 
1.06    Banking Arrangements
 
The banking business of the CFAA shall be transacted at such bank, trust company or other firm or corporation carrying on a banking business in Canada or elsewhere as the Board of Directors may designate, appoint or authorize from time to time. The banking business or any part of it shall be transacted by an Officer or Officers of the CFAA or other persons as the Board of Directors may from time to time designate, direct or authorize. All funds drawn from a bank account shall require the signatures of any two (2) of the President, First Vice President, Second Vice President,  Secretary, Treasurer, or Executive Director.
 

 
SECTION 2 - MEMBERSHIP
 
2.01    Membership Categories
 
The following shall be the categories of Membership:
 
a.         NATIONAL CORPORATE MEMBER - Any corporation, company, partnership or proprietorship engaging in the manufacture, sale, installation and maintenance, or engineering, of fire alarm systems, or component parts, that subscribes to the objectives and purposes of the association, and maintains business operation centres across Canada. Such National Corporate Member shall be limited to a maximum of four (4) voting Memberships subject to section 2.02.
 
b.         PROVINCIAL CORPORATE MEMBER - Any corporation, company, partnership or proprietorship engaging in the manufacture, sale, installation and maintenance, or engineering, of fire alarm systems, or component parts, that subscribes to the objectives and purposes of the association, and maintains business operation centres across a single Province. Such Provincial Corporate Member shall be limited to a maximum of two (2) voting Memberships subject to section 2.02.
 
c.         PARTICIPATING CORPORATE MEMBER - Any corporation, company partnership or proprietorship that subscribes to the objectives and purposes of the association, and maintains a single business operations centre in a single Province. Such Participating Member shall be limited to a maximum of one (1) voting Membership subject to section 2.02.
 
d.         INDIVIDUAL MEMBER - Any individual that subscribes to the objectives and purposes of the association purchasing the Membership in accordance with the policies and procedures of the CFAA. Each Individual Member approved by the Board of Directors shall be limited to a maximum of one (1) voting Membership subject to section 2.02.
 
e.        LIFE MEMBER - Any individual that subscribes to the objectives and purposes of the association and is duly voted by the Board of Directors as a “Life Member” in accordance with the policies and procedures of the CFAA. Each individual Life Member shall be limited to one (1) voting Membership. The term of Membership of a Life Member shall be without expiry, subject to the policies and procedures of the CFAA.
 
f.          Voting Member – Any Membership application accepted by the Board of Directors in accordance with the policies and procedures of the CFAA. Each approved Member / individual shall have one vote. The term of Membership of a voting Member shall be annual, subject to renewal in accordance with the policies and procedures of the CFAA.
 

 
2.02    Procedures for Application
 
The Board of Directors shall develop and maintain procedures for the application and acceptance of Membership in each of the Membership categories.
 
2.03    Notice of Meeting of Members
 
a.         Notice of the time and place of a meeting of Members shall be given to each Member entitled to vote at the meeting by the following means:
 
i.          by mail, courier or personal delivery to each Member entitled to vote at the meeting, during a period of 35 days before the day on which the meeting is to be held; or
 
ii.         by telephonic, electronic or other communication facility to each Member entitled to vote at the meeting, during a period of 25 days before the day on which the meeting is to be held.
 
b.         A special resolution of the Members is required to make any amendment to the By-laws of the CFAA to change the manner of giving notice to Members entitled to vote at a meeting of Members and shall require a two-thirds (2/3) majority of the votes cast by the Members present at the meeting to pass.
 
2.04    Absentee Voting-Proxies
 
a.         A Member entitled to vote at a meeting of Members may vote by Proxy in compliance with procedures set out in the governing statute or by mailed-in ballot according to the procedures established by the Board of Directors which shall:
 
i.          enable the votes to be gathered in a manner that permits their subsequent verification, and
 
ii.         permit the tallied votes to be presented to the CFAA without it being possible for the CFAA to identify how each Member voted.
 
b.         A special resolution of the Members is required to make any amendment to the By-laws of the CFAA to change this method of voting by Members not in attendance at a meeting of Members and shall require two-thirds (2/3) majority of the votes cast by the Members present at the meeting to pass.
 
            SECTION 3 - MEMBERSHIP DUES, TERMINATION AND DISCIPLINE
 
3.01    Membership Dues
 
Any Member who fails to pay dues or assessments to the Association within three (3) months after the same become due shall be suspended for a period of three (3) months or until such dues or assessment, are paid, whichever shall first occur. Notice of suspension shall be sent by the Secretary as set out in Section 8 - Notices. If at the end of the period of suspension the Member's dues or assessment remains unpaid, Membership in the association shall automatically terminate and notice of termination shall be issued by the Secretary as set out in Section 8 - Notices.
 
3.02    Termination of Membership
 
Membership in the CFAA is terminated when:
a.         the Corporate Member’s corporation is dissolved;
b.         a Member fails to maintain any qualifications for Membership described in Section 2.01 of these By-laws;
c.         the Member resigns by delivering a written resignation to the President of the CFAA in which case such resignation shall be effective on the date specified in the resignation;
d.         the Member is expelled in accordance with Section 3.03 below or is otherwise terminated in accordance with the Articles or By-laws of the CFAA;
e.         the Member's term of Membership expires; or
f.          the CFAA is liquidated or dissolved under the Act.
Upon any termination of Membership, the rights of the Member, including any rights in the property of the CFAA, automatically cease to exist.
 
3.03    Discipline of Members.
 
a.         The Board of Directors shall have authority to suspend or expel any Member from the CFAA for any one or more of the following grounds:
i.          violating any provision of the Articles, By-laws, or written policies of the CFAA;
ii.         engaging in any conduct which may be detrimental to the CFAA as determined by the Board of Directors in its sole discretion;
iii.        for any other reason that the Board of Directors in its sole and absolute discretion considers to be reasonable, having regard to the purpose of the CFAA.

 
b.         In the event that the Board of Directors determines that a Member should be expelled or suspended from Membership in the CFAA, the President, or such other Officer as may be designated by the Board of Directors, shall provide twenty (20) days notice of suspension or expulsion to the Member and shall provide reasons for the proposed suspension or expulsion. The Member may make written submissions to the President, or such other Officer as may be designated by the Board of Directors, in response to the notice received within such twenty (20) day period. In the event that no written submissions are received by the President, the President, or such other Officer as may be designated by the Board of Directors, may proceed to notify the Member that the Member is suspended or expelled from Membership in the CFAA. If written submissions are received in accordance with this section, the Board of Directors shall consider such submissions in arriving at a final decision and shall notify the Member concerning such final decision within a further twenty (20) days from the date of receipt of the submissions. The Board of Director’s decision shall be final and binding on the Member, without any further right of appeal.
 
 
                                         SECTION 4 - MEETINGS OF MEMBERS
 
4.01    Persons Entitled to be Present
 
The only persons entitled to be present at a meeting of Members shall be those entitled to vote at the meeting, the public accountant of the CFAA and such other persons who are entitled or required under any provision of the Act, Articles or By-laws of the CFAA to be present at the meeting. Any other person may be admitted only on the invitation of the Chair of the Meeting or by resolution of the Members.
 
4.02    Chair of the Meeting
 
In the event that the President, First Vice President, and Second Vice President are absent, the Members who are present and entitled to vote at the meeting shall choose one of their number to chair the meeting.
 
4.03    Quorum
 
A quorum at any meeting of the Members (unless a greater number of Members are required to be present by the Act) shall be five percent (5%) of the Members entitled to vote at the meeting.

4.04    Votes to Govern
 
At any meeting of Members every ordinary resolution shall, unless otherwise provided by the Articles or By-laws or by the Act, be determined by a majority of the votes cast on the question. At any meeting of the Members every special resolution shall, unless otherwise provided by the By-laws or by the Act, be determined by a not less than two-thirds (2/3) of the votes cast by the Members present at the meeting.
 
 
SECTION 5 - DIRECTORS
 
5.01    Eligibility
 
Any Member in good standing is eligible for election to the Board of Directors and shall be eligible for re-election, except that no person should hold the office of President for more than two (2) consecutive terms. At the discretion of the Board of Directors, and after a majority vote of the Board of Directors, it may be recommended with due consideration that a person be eligible for a third consecutive term as President, but no person shall hold the office of President for more than three (3) consecutive terms.
 
5.02      Election and Term
 
a.        The Members shall elect a Board of Directors at each Annual General Meeting, at which an election of Directors is required, consisting of no less than seven (7) Directors. The Board of Directors may from time to time fix the number of Directors in excess of seven (7) but such number shall be an uneven number. Each Director shall hold office for one year or until a successor has been elected or appointed. The term shall commence immediately after the close of the Annual General Meeting at which such Director is elected and end upon the dissolution or adjournment of the annual or other meeting at which such successor is elected.
 
b.      The Board of Directors may appoint a Past President of the CFAA as a Director to serve as Past President.
 
c.        Each Chapter established by the CFAA shall elect one (1) Director.
 
d.        The Members shall elect the remaining Directors at the Annual General Meeting; and
 
e.        From all the Directors elected the Members shall elect Directors to hold the following Offices:
i.          President
ii.         First Vice President
iii.        Second Vice President
iv.        Secretary
v.         Treasurer
 

 
5.03      Vacancy
 
a.        The position of Director shall be automatically vacated:
i.          if a Director delivers a notice of resignation to the Secretary of the CFAA;
ii.         if the Director ceases to be a Member in good standing in the CFAA;
iii.        if the Director is found to be insolvent, or  bankrupt;
iv.        if at a Special or Annual General Meeting of Members a special resolution is passed by 2/3 of the Members eligible to vote and present at the meeting, that the Director be removed from office;
v.         if the Director  is found to be legally incapable of managing his or her affairs;
vi.        Upon the death of the Director.
b.        In the event of a vacancy, the Board of Directors shall fill such vacancy by appointing a Member in good standing, within three (3) months of such vacancy occurring, to complete the term so vacated. The total number of Directors appointed may not exceed one-third (1/3) of the number of Directors fixed to comprise the Board of Directors.
 
 
                                       SECTION 6 - MEETINGS OF DIRECTORS
 
6.01     Calling of Meetings
 
Meetings of the Board of Directors may be called by the President, the First Vice President or any two (2) Directors at any time.
 
6.02     Notice of Meeting
 
Notice of the time and place for the holding of a meeting of the Board of Directors shall be given in the manner provided in Section 8.01 of this By-law to every Director of the CFAA not less than seven (7) days before the time when the meeting is to be held. Notice of a meeting shall not be necessary if all of the Directors are present, and none objects to the holding of the meeting, or if those absent have waived notice of or have otherwise signified their consent to the holding of such meeting. Notice of an adjourned meeting is not required if the time and place of the adjourned meeting is announced at the original meeting.
 

6.03    Regular Meetings
 
The Board of Directors may appoint a day or days in any month or months for regular meetings of the Board of Directors at a place and hour to be named. A copy of any resolution of the Board of Directors fixing the place and time of such regular meetings of the Board of Directors shall be sent to each Director forthwith after being passed, but no other notice shall be required for any such regular meeting.
 
6.04     Consensus or Votes to Govern
 
Unless otherwise required by the Act or the articles of the CFAA, questions arising at any meeting of the Board of Directors shall be decided by a consensus of the Directors present at the meeting. A consensus will be considered to have been reached when no Director objects to the question before the meeting.  Should the chair of the meeting determine, after a reasonable effort to achieve consensus has been made, that a consensus will not be reached regarding a particular question, then the chair shall refer the question to be decided by a majority vote of the Directors. In that event, each Director is authorized to exercise one vote.
 
6.05     Committees
 
The Board of Directors may from time to time appoint any committee or other advisory body, as it deems necessary or appropriate for such purposes and, subject to the Act, with such powers as the Board of Directors shall see fit. Any such committee may formulate its own rules of procedure, subject to such regulations or directions as the Board of Directors may from time to time make. Any committee member may be removed by resolution of the Board of Directors.
 
SECTION 7 – OFFICERS

7.01     Description of Officers
 
The Officers of the Board of Directors shall be President, First Vice President, Second Vice President, Secretary and Treasurer. The Board of Directors may also appoint an Executive Director as an Officer of the Canadian Fire Alarm Association.
 
Unless otherwise specified by the Board of Directors, which may, subject to the Act, modify, restrict or supplement such duties and powers, the offices of the CFAA shall have the following duties and powers associated with their positions:
 
a.        The President shall be Chair of the Board of Directors, and shall be a Director. The Chair of the Board of Directors shall, when present, preside at all meetings of the Board of Directors and of the Members. The President shall have such other duties and powers as the Board of Directors may specify.
 
The President shall be the chief executive officer of the CFAA and shall be responsible for implementing the strategic plans and policies of the CFAA. The President shall, subject to the authority of the Board of Directors, have general supervision of the affairs of the CFAA.
 
b.        First Vice President shall be Vice-Chair of the Board of Directors, and shall be a Director. If the President is absent or is unable or refuses to act, the First Vice President, shall, when present, preside at all meetings of the Board of Directors and of the Members. The First Vice President shall have such other duties and powers as the Board of Directors may specify.
 
c.        The Second Vice President shall, in the absence or disability of the First Vice President, perform the duties and exercise the powers of the First Vice President and shall perform such other duties as shall be assigned from time to time by the President or the Board of Directors.
 
d.        The Secretary shall:
 
i.          attend and be the secretary of all meetings of the Board of Directors and Members;
ii.         enter or cause to be entered in the CFAA's minute book, minutes of all proceedings at such meetings;
iii.        give, or cause to be given, as and when instructed, notices to Members, Directors, or the public accountant of the CFAA;
iv.        be the custodian of all books, papers, records, documents and other instruments belonging to the CFAA;
v.         ensure that a copy of the minutes of each meeting is sent to the members of the Board of Directors, and the Presidents of the Chapters of the Association;
vi.        obtain the minutes of meetings from the Chapters of the Association, and ensure they are distributed to the Board of Directors;
vii.       obtain the minutes of meeting from the appointed committees or other advisory bodies, and ensure they are distributed to the Board of Directors;
viii.      forward applications for Membership to the Treasurer after acceptance by the Board of Directors; and
ix.        be the custodian of the seal of the CFAA, which shall be delivered only when authorized by the Board of Directors to do so and to such persons or persons as may be named by the Board of Directors.
 
  The Secretary shall have such further powers and duties as the Board of Directors may determine.
e.        The Treasurer shall have the custody of the CFAA’s funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the CFAA and shall deposit all monies and other valuable effects in the name and to the credit of the CFAA and in such depositories as may be designated by the Board of Directors from time to time. The Treasurer shall have such further powers and duties as the Board of Directors may determine.
 
The day to day duties of the Treasurer may be delegated to an employee of the CFAA.
 
f.         The Executive Director, where appointed by the Board of Directors, shall be responsible for the management of the CFAA as may be designated by the Board of Directors from time to time. The Executive Director shall have such further powers and duties as the Board of Directors may determine.
 
g.        The powers and duties of all other Officers of the CFAA shall be such as the terms of their engagement call for or the Board of Directors or President requires of them. The Board of Directors may, from time to time and subject to the Act, vary, add to or limit the powers and duties of any Officer.
 
7.02    Vacancy in Office
 
1.         The Offices of the Board of Directors shall be automatically vacated:
a.         should an Officer resign his office by delivering a notice of resignation to the Secretary of the CFAA;
b.         should the Officer cease to be the designated representative of a Member in good standing;
c.         should the corporation for whom the Officer is a designated representative cease to be a Member in good standing of the CFAA;
d.         should the Officer become insolvent or is declared bankrupt;
e.         if at a special or general meeting of Members a special resolution is passed by two-thirds (2/3) of the Members eligible to vote and present at the meeting, that the Director be removed from office;
f.          if the Director is found to be legally incapable of managing his or her affairs; or
g.         upon death.
 
2.         Provided that if any vacancy should occur, for any reason, the Board of Directors shall fill the vacancy within three (3) months of such vacancy occurring except for the Executive Director position.
 
3.         In the absence of a written agreement to the contrary, the Board of Directors may remove, whether for cause or without cause, any Officer of the CFAA. Unless so removed, an Officer shall hold office until the earlier of:
a.         the Officer's successor being appointed;
b.         the Officer's resignation;
c.         such Officer ceasing to be a Director;  or
d.         such Officer's death.
 
4.         If any Office of the CFAA should be or become vacant, the Board of Directors may appoint a person to complete the term and  to fill such vacancy, subject to section 5.02 (b).
 
 
                                                         SECTION 8 - NOTICES
 
8.01    Method of Giving Notices
 
a.         Any notice including any communication or document, required to be  to be given sent, delivered or served,  other than notice of a meeting of Members or a meeting of the Board of Directors, pursuant to the Act, the Articles, the By-laws or otherwise to a Member, Director, Officer or member of a committee of the Board of Directors or to the public accountant of the CFAA, shall be sufficiently given:
 
i.          if delivered personally to the person to whom it is to be given or if delivered to such person's address as shown in the records of the CFAA or in the case of notice to a Director to the latest address as shown in the records of the CFAA; or
 
ii.         if mailed to such person at such person's recorded address by prepaid ordinary or air mail; or
 
iii.        if sent to such person by telephonic, electronic or other communication facility at such person's recorded address for that purpose; or
 
iv.        if provided in the form of an electronic document
 

 
b.         A notice so delivered shall be deemed to have been given when
 
i.          it is delivered personally or to the recorded address as aforesaid;
 
ii.         a notice so mailed shall be deemed to have been given when deposited in a post office or public letter box; and
 
iii.        a notice so sent by any means of transmitted or recorded communication shall be deemed to have been given when dispatched or delivered to the appropriate communication company or agency or its representative for dispatch.
 
c.         The Secretary may change or cause to be changed the recorded address of any Member, Director, Officer, or public accountant of the CFAA in accordance with any information believed by the Secretary to be reliable.
 
d.         The declaration by the Secretary that notice has been given pursuant to this By-law shall be sufficient and conclusive evidence of the giving of such notice.
 
e.         The signature of any Director or Officer of the CFAA affixed to any notice or other document to be given by the CFAA may be written, stamped, type-written or printed or partly written, stamped, type-written or printed.
 
8.02    Omissions and Errors
 
The accidental omission to give any notice to any Member, Director, Officer, member of a committee, or public accountant, or the non-receipt of any notice by any such person where the CFAA has provided notice in accordance with the By-laws or any error in any notice not affecting its substance shall not invalidate any action taken at any meeting to which the notice pertained or otherwise founded on such notice.
 
 
                                           SECTION 9 - DISPUTE RESOLUTION
 
9.01    Mediation and Arbitration
 
Disputes or controversies among Members, Directors, Officers, committee members, or Volunteers of the CFAA are as much as possible to be resolved in accordance with mediation or arbitration as provided in Section 9.02 of this By-law.
 

 
9.02    Dispute Resolution Mechanism
 
In the event that a dispute or controversy among Members, Directors, Officers, committee members, or Volunteers of the CFAA arising out of or related to the Articles or By-laws, or out of any aspect of the operations of the CFAA is not resolved in private meetings between the parties, then without prejudice to or in any other way derogating from the rights of the Members, Directors, Officers, committee members, or Volunteers of the CFAA as set out in the Articles, By-laws or the Act, and as an alternative to such person instituting a law suit or legal action, such dispute or controversy shall be settled by a process of dispute resolution as follows:
 
a.         The dispute or controversy shall first be submitted to a panel of mediators whereby one party appoints one mediator, the other party (or if applicable the Board of Directors of the CFAA) appoints one mediator, and the two mediators so appointed jointly appoint a third mediator. The three mediators will then meet with the parties in question in an attempt to mediate a resolution between the parties.
 
b.         The number of mediators may be reduced from three to one or two upon agreement of the parties.
 
c.         If the parties are not successful in resolving the dispute through mediation, then the parties agree that the dispute shall be settled by arbitration before a single arbitrator, who shall not be any one of the mediators referred to above, in accordance with the provincial or territorial legislation governing domestic arbitrations in force in the province or territory where the registered office of the CFAA is situated or as otherwise agreed upon by the parties to the dispute. The parties agree that all proceedings relating to arbitration shall be kept confidential and there shall be no disclosure of any kind. The decision of the arbitrator shall be final and binding and shall not be subject to appeal on a question of fact, law or mixed fact and law.
 
d.         All costs of the mediators appointed in accordance with this section shall be borne equally by the parties to the dispute or the controversy. All costs of the arbitrators appointed in accordance with this section shall be borne by such parties as may be determined by the arbitrators.
                                                                             

 
SECTION 10 - CHAPTERS
 
10.01  Authority to Establish Chapters
 
The Board of Directors shall have full power to establish Chapters of the CFAA, in cities, regions, territories or Provinces, as it deems necessary and shall adopt the necessary procedures and policies governing Chapters from time to time.
                                                                             
 
SECTION 11 – INDEMNIFICATION OF DIRECTORS AND OFFICERS
 
11.01  Indemnification of Directors and Officers
 
The CFAA shall indemnify all Directors and Officers of the CFAA, and former Directors and Officers of the CFAA or an individual who acts or acted at the CFAA’s request as a Director or Officer, or in a similar capacity, provided such person acted honestly, in good faith with a view to the best interests of the CFAA and not willfully or negligently in contravention of the Act or these By-laws, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other action or proceeding in which the individual is involved because of that association with the CFAA according to the Regulations..
 
 
SECTION 12 -INVALIDITY OF PROVISIONS
 
12.01  Invalidity of any provisions of this By-law
 
The invalidity or unenforceability of any provision of this By-law shall not affect the validity or enforceability of the remaining provisions of this By-law.
 
 
                                   SECTION 13 - PARLIAMENTARY AUTHORITY
 
13.01 Adoption of Parliamentary Authority       
 
The rules contained in the current edition of Robert's Rules of Order Newly Revised shall govern the CFAA in all cases to which they are applicable and in which they are not inconsistent with these bylaws, the governing statute and any special rules of order the CFAA may adopt.
 
                                                                             

SECTION 14 - EFFECTIVE DATE
 
14.01 Effective Date
 
Subject to matters requiring a special resolution, and the Act, this By-law shall be effective when passed by the Board of Directors.
 
 
 
PASSED by the Board of Directors the 20^th day of June, 2013.

                                                                       
 
 
Approved by the Members of the CFAA the 25th day of June, 2013.