Between April 30, 2018 and May 13, 2018, members of the Canadian Economics Association voted on proposed new bylaws. The members adopted the new bylaws with 98% of votes in favour. The new Bylaws thus took effect on May 14, 2018.
Below we explain the rationale for the new Bylaws in a detailed question-&-answer section. Our previous constitution dates back to 1967 and was no longer in compliance with the requirements of the Canada Not-For-Profit Corporation Act (CNCA) that governs the CEA since its incorporation as a not-for-profit corporation in 2015. We were legally obliged to make our Bylaws compliant, and the proposed Bylaws have been reviewed carefully by legal counsel. The new Bylaws preserve the spirit and intent of the old constitution to the fullest extent possible within the constraints of the CNCA.
Why does the CEA need new Bylaws?
The CEA incorporated as a not-for-profit (NFP) corporation on April 9, 2015 under the federal Canada Not-for-Profit Corporations Act (CNCA). The CNCA requires that NFP corporations adhere to the specific rules set forth in the CNCA and the related Canada Not-for-profit Corporations Regulations (CNCR). We have received legal advice that the 50-year old Constitution of the CEA is not compliant with the CNCA. Therefore, the CEA is legally obliged to adopt a new set of Bylaws that is fully compliant with the CNCA. Incorporation of the CEA became a necessity in 2015 in order to become a legal entity that is fully able to transact contractually.
The CNCA is intended as a governance model for carrying out business functions. It is not primarily meant to accommodate academic associations or societies, and thus there are some notable differences between what the CNCA mandates and what associations or societies tended to adhere to in the past. However, many Societies Acts (such as the one in BC) have recently been updated and follow a similar model as the CNCA. Eventually, most academic societies will need to amend their rules to become compliant with the new governance model.
What is outdated with the 50-year old Constitution?
When the CEA Constitution was conceived in 1967, it followed traditional Societies practice. The Executive Council is a governance structure in which members elect Officers for varying durations and specific functions. This two-tier model is not compatible with the CNCA. The CNCA mandates a three-tier governance model that follows a "representative democracy" framework. Members (citizens) elect a Board of Directors (parliament) that in turn appoints Officers (ministers). The CNCA model implies that all Directors have equal rights and duties, and that the Board of Directors functions as the prime rule-making body. Actions by Officers are subject to approval by the Board, and the Board directs Officers when they carry out the day-to-day functions of the organization.
The old Constitution also allowed for terms of office that exceed the maximum length under the CNCA, which is four years. Some council members were elected for three years, some for four years, and one for five years. The CNCA also does not permit ex officio directors, whereas the CEA's old constitution allows for it.
The old Constitution also had officers elected for fixed terms without Council having the ability to remove officers, reassign officers, or change officer roles. The CNCA model is intended to work like parliament, where a majority can decide to replace government and elect a new one. The Board of Directors has full discretion to appoint officers flexibly, and all Officer roles and terms are always subject to approval by the Board. The Board of Directors has ultimate control and legal responsibility for the Association as a corporate entity.
What are the main changes proposed in the new Bylaws?
The three-tier governance model envisioned by the CNCA (members, directors, officers) provides significantly more flexibility, while at the same time enhancing transparency and accountability. In particular, all directors are equal and have the same rights and responsibilities. Officer roles are more flexible under the new Bylaws: they can be combined or split, or reassigned as the need arises. The Board of Directors will also create Committees that can handle specific tasks. Some of these Committees will be the same as in the past (e.g., the Nomination Committee, CWEC, Board of Editors of the CJE). There are also some new permanent committees that we need for greater accountability (e.g., a Budget and Finance Committee).
The proposed Bylaws envision a 4×4 model of overlapping terms of directorship. The Board of Directors will consist of 16 Directors, each serving a four-year term, with four new Directors elected each year. One of these Directors is the person recommended to serve the four-year presidential cycle: deputy vice president, vice president, president, and past president. This appointment is not automatic but is at the pleasure of the Board of Directors, because officers cannot be elected directly by the membership. While this new structure fulfills the legal requirements of the CNCA, in practice it preserves the CEA's tradition of a four-yar presidential cycle. Members no longer elect a president or secretary-treasurer directly; they only elect directors who in turn appoint all officer roles each year.
How do nominations of directors work?
There are two ways someone can be nominated as CEA Director.
How will elections work?
Elections will be held through electronic ballot. Every member of the Canadian Economics Association is entitled to vote in the election, and will be sent a ballot by email. Votes may also be cast at the Annual General Meeting. At the AGM the votes will be counted, and the candidate(s) receiving the most votes will be declared elected.
When there are only as many nominations as there are open director positions, directors will be elected by acclamation.
How will the transition occur?
The incumbent officers and councillors under the current constitution will transition into new roles as Directors for the remaining duration of their term. New directors will be elected to fill vancancies and achieve the staggered 4×4 model.
The table below shows the terms of office and directors that will be taking office if three nominees for director positions in 2018 are elected at at the AGM. Incumbent officer roles are also indicated. Following the transition, the newly elected board of directors will assign the new officer roles at its inaugural meeting after the AGM.
3 incumbent president; 4 incumbent president-elect; 5 incumbent secretary-treasurer;
6 incumbent assistant secretary-treasurer; 7 incumbent vice president.
What other important changes are in the new Bylaws?
The old Constitution was written in the pre-Internet age. Several elements in the new Bylaws enable the use of electronic communication for meetings and ballots.
The CNCA also requires numerous procedural changes that pertain to compliance with regulatory filing obligations and financial audit obligations.
The CEA also recognizes that Bylaws are an "institutional memory" for an academic association like ours, codifying procedures that help new directors understand the procedural and legal requirements that they are obliged to fulfill.
Why do the new Bylaws do not include the purpose of the association (Article II of the old Constitution)?
When the CEA incorporated federally in April 2015, we were required to state our purpose in the Articles of Incorporation. Our Association's purpose, shown below, was filed through form 4001 with Corporations Canada and is thus already a permanent part of our corporate existence.
The Association has for its object the advancement of economic knowledge through the encouragement of study and research, the issuing of publications, and the furtherance of free and informed discussion of economic questions. The Association as such will not assume a partisan position upon any question of practical politics nor commit its members to any position thereupon.