Bylaws

Bylaws relating generally to the conduct of the affairs of the Canadian Association for Translation Studies 

Revised May 17, 2022 

 

BE IT ENACTED as bylaws of the Association as follows: 

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1. Definition 

In these bylaws and all other bylaws of the Association, unless the context otherwise requires: 

“Act” means the Canada Not-For-Profit Corporations Act S.C. 2009, c. 23 including the Regulations made pursuant to the Act, and any statute or regulations that may be substituted, as amended from time to time; 

“annual general meeting” means an annual meeting of members; “extraordinary meeting” means an extraordinary meeting of all members; 

“articles” means the original or restated articles of incorporation or articles of amendment, amalgamation, continuance, reorganization, arrangement or revival of the Association; 

“Association” means the Association canadienne de traductologie/Canadian Association for Translation Studies (ACT-CATS); 

“bylaws” means these bylaws and any other bylaws of the Association as amended and which are, from time to time, in force and effect; 

“executive council” means the committee made up of the officers who administer the Association as well as the past-president and the editor of the journal TTR; 

“members” means the individuals whose membership is current, according to the descriptions provided in sections 9 and 13 herein. Members have the right to vote, speak, present motions and stand for election; 

“officers” means the individuals appointed to administer the Association and who hold the positions of president, vice-president, secretary, treasurer and chair of the program committee, whose duties are set out herein and who are members and therefore hold the right to vote; 

“ordinary resolution” means a resolution passed by a majority of not less than fifty per cent (50%) plus one (1) of the votes cast on that resolution; 

“proposal” means a proposal submitted by a member of the Association that meets the requirements of section 163 (Shareholder Proposals) of the Act; 

“regulations” means the regulations made under the Act, as amended, restated or in effect from time to time; and 

“special resolution” means a resolution passed by a majority of not less than two-thirds (2/3) of the votes cast on that resolution. 

 

2. Interpretation 

Words and expressions defined in the Act have the same meanings when used in these bylaws. 

 

3. Corporate Seal 

The seal appearing in the margin is the seal of the Association. 

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4. Official Languages 

The official languages of the Association shall be English and French. 

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5. Aims 

The aims of the Association shall be 

a) to promote research in the fields of translation, writing, terminology and interpretation; 

b) to offer a framework for the discussion of matters relating to the teaching of these disciplines; 

c) to communicate to the appropriate circles the research and findings of its members and other researchers or educators. 

 

6. Execution of Documents 

a) Except where otherwise provided for, contracts, documents, cheques, or other notes made out in the name of the Association must bear the signatures of the President and Treasurer, and the contracts, documents, cheques, or other notes bearing these signatures are binding upon the Association without any need for further authorization or formality. 

b) In exceptional cases, the Executive Council may pass a motion empowering the President, the Vice-President, another member of the Executive Council or employees of the Association to sign contracts, documents, cheques or other notes. 

c) An Officer of the Association who has made or will be making commitments in the name of the Association, and likewise their heirs, executors, trustees and property both moveable and immoveable shall at all times be held to be free of loss and covered by the funds of the Association for any costs, fees or expenditures incurred in the course of any legal action or proceedings taken against them by reason of acts committed or allowed by them in the exercise of their duties. The Association pledges its wholehearted support for Officers whose civil liability is involved in the normal exercise of their duties. To that end the Association may take out an insurance policy. 

 

7. Financial Year 

The Association’s fiscal year shall begin on April 1 and end on March 31 of each year. 

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8. Annual Financial Statements 

The Treasurer shall provide all members in attendance at the Annual General Meeting with a copy of the annual financial statement for the current fiscal year. At each of the Annual General Meetings, the membership shall designate, on a motion from the Executive Council, an auditor for the Association’s books. Fees shall be established by the Executive Council. 

 

9. Membership Conditions 

There shall be only one (1) class of members in the Association. Membership shall be available to any academic or professional individual engaged in or interested in teaching or research in the fields of translation, writing, terminology and interpretation. Each member shall be entitled to receive notice of, attend and vote at all meetings of the members of the Association. 

Pursuant to subsection 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendments to this section of the bylaws if those amendments affect membership rights or conditions described in paragraphs 197(1) (e), (h), (l) or (m). 

 

10. Membership Transferability 

Membership may only be transferred to the Association. 

Pursuant to Section 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendment to add, change or delete this section of the bylaws. 

 

11. Notice of Members Meeting 

a) The Executive Council, the President or the Vice-President are empowered to convene an Annual General Meeting or an extraordinary General Meeting of the membership. The membership convened at the Annual General Meeting shall be the Association’s highest authority. There shall be at least one (1) General Meeting per year. Deliberations shall be conducted in accordance with the Code de procédures Morin. The agenda of the Annual General Meeting shall include financial statements and reports from the Officers and auditors, the election of Officers and members of the Executive Council, the appointment of auditors and any other special or general items. 

b) Notice of the time and place of the Annual General Meeting or an extraordinary Annual General Meeting shall be given to each member by the following means: 

i) by mail, courier or personal delivery to each member, during a period of twenty-one (21) to sixty (60) days before the day on which the meeting is to be held, using the most recent address indicated in the records of the Association; or 

ii) by telephonic, electronic or other communication facility to each member , during a period of twenty-one (21) to thirty-five (35) days before the day on which the meeting is to be held, using the most recent email address indicated in the records of the Association. 

c) No error or omission in the notice convening or postponing an annual or extraordinary General Meeting nullifies the said General Meeting or the deliberations held therein. 

d) Unless otherwise provided for in the bylaws, the members must decide on each matter by a majority vote. In case of an equality of votes either on a show of hands or on a ballot or on the results of electronic voting, the chair of the meeting in addition to an original vote shall have a second or casting vote. 

Pursuant to subsection 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendment to the bylaws of the Association to change the manner of giving notice to members. 

 

12. Members Calling a Members’ Meeting 

An extraordinary General Meeting may be convened by the Executive Council, the President or the Vice-President, upon receipt of a petition signed by at least twenty (20) members, or by at least five per cent (5%) of the membership, if this second figure is higher. If the Executive Council does not call a meeting within twenty-one (21) days of receiving the requisition, any member who signed the requisition may call the meeting. 

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13. Membership Dues 

Members shall be notified in writing of the membership dues at any time payable by them and, if any are not paid within one (1) calendar month of the membership renewal date, the members in default shall automatically cease to be members of the Association. 

a) Regular Membership 
Regular membership in the Association with the right to vote, speak, present motions and stand for election, shall be open to any person who meets the requirements specified in Section 9 and pays the membership dues set by the Association. 

b) Reduced-rate Membership 
Reduced-rate membership in the Association shall be open to any retired person, unwaged person or person who has graduated within three (3) years who meets the requirements specified in Section 9 and pays the membership dues set by the Association. Reduced-rate members pay one-half (1/2) of the regular membership dues and have the right to vote, speak, present motions and stand for election. 

c) Student Membership 
Full-time students are entitled to student membership in the Association upon presentation of a copy of their student identity card or a certificate from their University administration. Student members pay one-third (1/3) of the regular membership dues and have the right to vote, speak, present motions and stand for election. 

d) Honorary Membership 
The Executive Council may pass a motion granting honorary membership to persons who have distinguished themselves by their scholarly efforts in the fields of translation, writing, terminology or interpretation, or who have rendered outstanding service to the Association. Honorary members are exempt from paying dues and have the right to vote, speak, present motions and stand for election. 

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14. Termination of Membership 

A membership in the Association is terminated when: 

a) the member dies or resigns; 
b) the member fails to pay membership dues by the date established by the Executive Council; 
c) the member withdraws from the Association by sending a letter to this effect to the Secretary of the Association. Such resignation shall be effective on the date specified in the resignation; 
d) the member’s membership status has been revoked by a resolution approved by three quarters (3/4) of the votes cast at a duly convened Annual General Meeting. Any member against whom exclusion procedures have been initiated shall be entitled to a hearing by the Executive Council or, if necessary, by the members convened at an Annual General Meeting. 
e) the member’s term of membership expires; or 
f) the Association liquidated or dissolved under the Act. 

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15. Effect of Termination of Membership 

Subject to the articles, upon any termination of membership, the rights of the member, including any rights in the property of the Association, automatically cease to exist. 

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16. Proposals for Nominating Officers at the Annual General Meeting 

Subject to the regulations under the Act, any proposal may include nominations for the election of Officers if the proposal is signed by not less than five per cent (5%) of members entitled to vote at the meeting at which the proposal is to be presented. 

 

17. Cost of Publishing Proposals for the Annual General Meeting 

The member who submitted the proposal shall pay the cost of including the proposal and any statement in the notice of meeting at which the proposal is to be presented unless otherwise provided by ordinary resolution of the members present at the meeting. 

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18. Place of Members’ Meeting 

The Annual General Meeting or any other extraordinary General Meeting of members shall take place at the head office of the Association or at any other place in Canada the Officers may designate. 

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19. Chair of Members’ Meetings 

The President shall chair the Annual General Meeting and meetings of the Executive Council. 

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20. Quorum at Members’ Meetings 

A quorum at the Annual General Meeting shall consist of those present at that meeting. Every member present at the Meeting has one vote. 

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21. Votes to Govern at Members’ Meetings 

At any meeting of members every question shall, unless otherwise provided by the articles or bylaws or by the Act, be determined by a majority of the votes cast on the questions. In case of an equality of votes either on a show of hands or on a ballot, the chair of the meeting in addition to an original vote shall have a second or casting vote. 

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22. Participation by Electronic Means at Members’ Meetings 

If the Association chooses to make available a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during a meeting of members, any person entitled to attend such meeting may participate in the meeting by means of such telephonic, electronic or other communication facility in the manner provided by the Act. A person participating in a meeting by such means is deemed to be present at the meeting. Notwithstanding any other provision of these bylaws, any person participating in a meeting of members pursuant to this section may vote, in accordance with the Act, by means of any telephonic, electronic or other communication facility that the Association has made available for that purpose. 

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23. Members’ Meeting Held Entirely by Electronic Means 

If the Officers or members of the Association call a meeting of members pursuant to the Act, those Officers or members, as the case may be, may determine that the meeting shall be held, in accordance with the Act and the Regulations, entirely by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting. 

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24. Number of Officers 

The Officers of the Association shall be the President, the Vice-President, the Secretary, the Treasurer, and the Chair of the Program Committee. 

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25. Appointment of Officers 

The Executive Council may designate the offices of the Association, appoint officers on an annual or more frequent basis, specify their duties and, subject to the Act, delegate to such officers the power to manage the affairs of the Association. A director may be appointed to any office of the Association. An officer may, but need not be, a director unless these bylaws otherwise provide. Two or more offices may be held by the same person. 

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26. Description of Offices 

The Officers of the Association shall be the President, the Vice-President, the Secretary, the Treasurer, and the Chair of the Program Committee. 

a) The President shall be responsible for the overall management of the Association. They shall be the Association’s representative and official spokesperson. They shall convene and chair the Annual General Meeting and meetings of the Executive Council. They are authorized to receive donations, bequests and subsidies on behalf of the Association. 
b) The Vice-President shall deputize for the President in cases of absence or impediment. They shall be responsible for communications with members and the public. In the event that the presidency falls vacant, the Vice-President shall succeed the elected President. 
c) The Secretary shall be the keeper of the Association’s official seal. They shall provide secretarial services for the Officers, maintain records and handle correspondence. 
d) The Treasurer shall collect dues and prepare an annual financial report, which shall be audited and presented at the Annual General Meeting. They shall maintain the membership rolls. They shall provide each member in attendance at the AGM with the financial statement for the latest fiscal year. 
e) The Chair of the Program Committee, in collaboration with the committee members, shall decide which papers are to be presented at the Association’s conference and shall coordinate the organization of the conference. 

 

27. Term of Office of Officers 

a) The President shall be elected for a term of two (2) years. 
b) The Vice-President shall be elected for a term of two (2) years and shall succeed the President in the event of vacancy during the president’s term of office. 
c) The Secretary, the Treasurer, and the Chair of the Program Committee shall be elected for a term of three (3) years. 

 

28. Calling of Meetings of the Officers 

Meetings of the Officers may be called by the chair of the Executive Council, the vice-chair of the Executive Council or any two (2) Officers at any time. 

 

29. Notice of Meetings of the Officers 

Meetings of the Officers shall be convened at times and places as determined by the Officers, provided that each Officer be given notice in writing seven (7) days before the date of the meeting and that there be at least one meeting each year. Telephone conferences or consultation by electronic mail may take the place of meetings if all Officers agree. A quorum requires at least four (4) members. Each Officer has one vote. 

 

30. Votes to Govern at Meetings of the Officers 

At all meetings of the Officers, every question shall be decided by a majority of the votes cast on the question. In case of an equality of votes, the chair of the meeting in addition to an original vote shall have a second or casting vote. 

 

31. Executive Council 

The Executive Council shall consist of the President, the Vice-President, the Secretary, the Treasurer, and the Chair of the Program Committee, whose positions are described in section 26 herein, as well as the Editor of the journal TTR and the Past-President. 

a) The Editor of the journal, assisted by an editorial board approved by the Officers of the Association, shall be responsible for the management and publication of the Association’s journal. 

b) The Past-President or a former president shall be responsible for the management of the ACT-CATS Vinay and Darbelnet Prize (See Appendix B) and for issuing a call for nominations to all members in writing or by electronic mail at least two (2) months before the Annual General Meeting, for providing a slate of candidates to the members of the Association in writing or by electronic mail at least twenty-one (21) days before the Annual General Meeting, and for presenting a slate of candidates to the Annual General Meeting. 

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32. Duties and Powers of the Executive Council 

The Executive Council is charged with conducting the affairs of the Association. Its duties and powers shall be the following: 

a) To set and levy such dues as it deems necessary to finance the Association. 

b) To make such expenditures as it deems necessary to carry out the activities of the Association. 

c) To establish and name such ad-hoc committees as it deems necessary to promote the aims of the Association. 

d) To appoint the local arrangements coordinator for the Annual General Meeting and the liaison delegates to sister organizations. 

e) To take any other action it deems necessary for the maintenance, financing and operation of the Association. 

f) To decide on all questions relating to the interpretation of this Constitution. 

g) To conduct a mail ballot in the event that it is necessary to consult the membership between two Annual General Meetings. 

33. Terms of Office of the Executive Council 

a) The terms of the President, Vice-President, Secretary, Treasurer and Chair of the Program Committee are as stated in Section 27. 

b) The Editor of the Journal TTR shall be elected for a term of three (3) years. 

c) The Past-President shall have a term of the same length as the President. 

34. Vacancies 

A position of Officer or member of the Executive Council automatically falls vacant if an Officer or an Executive Council member: 

a) resigns, having duly advised the Secretary of this in writing; 

b) dies; 

c) has been dropped from the rolls of the Association by virtue of Section 7 of the Act; or 

d) has been removed from their position of Officer or Council member by three quarters (3/4) of the members present at an extraordinary General Meeting convened in accordance with section 37, paragraph c). 

In the event that the presidency falls vacant, the Vice-President shall succeed the elected President. Any other position falling vacant on the Executive or Executive Council or standing committees shall be filled by the Executive Council until the next Annual General Meeting. 

35. Calling of Meetings of the Executive Council 

a) Meetings of the Officers may be called by the chair of the Executive Council, the vice-chair of the Executive Council or any two (2) Officers at any time. 

b) The reimbursement of travel expenses resulting from the participation in a meeting of the Executive Council shall be contingent on the Association’s financial situation. Priority will be given to the reimbursement of expenses of the Officers of the Association (see Appendix A). 

36. Notice of Meetings of the Executive Council 

Meetings of the Executive Council shall be convened at a time and location determined by the members of the Executive Council, provided that each member be given notice in writing seven (7) days before the date of the meeting and that there be at least one meeting per year. Telephone conferences or consultation by electronic mail may take the place of meetings if all members of the Executive Council agree. A quorum requires at least five (5) members. Each member of the Council has one (1) vote. 

 

37. Committees of the Executive Council 

There shall be one standing committee: the Program Committee. 
The Program Committee shall consist of a Chair and two (2) members elected for a term of three (3) years, with terms ending in different years. The Chair of the Program Committee shall act as a liaison between the Executive Council and the conference organizers and support the organizers in their tasks. The Committee shall decide which open session papers are to be presented at the Association’s conference. Its members shall be elected by the membership of the Association at its Annual General Meeting. 
c) Membership in the standing committee may be revoked by three quarters (3/4) of the members present at the Annual General Meeting or at an extraordinary General Meeting. 

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38. Method of Giving Any Notice 

Meetings of the Officers or meetings of the Executive Council shall be convened at times and places as determined by the Officers or the members of the Executive Council, provided that each Officer be given notice in writing seven (7) days before the date of the meeting and that there be at least one (1) meeting each year. 

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39. Invalidity of any Provisions of These Bylaws 

The invalidity or unenforceability of any provision of these bylaws shall not affect the validity or enforceability of the remaining provisions of these bylaws. 

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40. Omissions and Errors 

The accidental omission to give any notice to any member, director, officer, or member of a committee of the Executive Council, or the non-receipt of any notice by any such person where the Association has provided notice in accordance with the bylaws 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. 

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41. Mediation and Arbitration 

Disputes or controversies among members, officers, committee members, or volunteers of the Association are as much as possible to be resolved in private meetings between the parties, without prejudice to or in any other way derogating from the rights of the members, officers, committee members, or volunteers of the Corporation. 

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42. Dissolution 

a) The Association may be dissolved only after a referendum indicating that at least three quarters (3/4) of the members in good standing are in favour of such dissolution. A motion for dissolution must be submitted by ten (10) members in good standing. It must reach the Secretary at least thirty (30) days before the date of the annual or extraordinary General Meeting, and must be approved by two thirds (2/3) of the members present at the General Meeting. A referendum shall then be organized by the Executive Council between October 1 and December 31 of that year. 

b) The present section establishes in immutable terms that the members of the Association have no share in the property of the Association. It is expressly provided for that in the event of dissolution or liquidation of the Association, all assets remaining after payment of debts shall be distributed to one or several charitable organizations in Canada. 

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43. ACT-CATS Vinay and Darbelnet Prize (“the Prize”; see Appendix B) 

The Prize recognizes the quality of articles on translation studies. It shall be awarded each year to a person: 

a) who presented a paper during the annual conference; and 

b) whose written article has been accepted for publication in the issue on the conference theme prepared by the journal of the Association. 

In addition to a certificate, the Association awards a bursary (in an amount determined by the Officers) and offers a one (1) year membership in the Association. 

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44. Bylaws and Effective Date 

Subject to the articles, the Executive Council may, by resolution, make, amend or repeal any bylaws that regulate the activities or affairs of the Association. Any such bylaw, amendment or repeal shall be effective from the date of the resolution of Officers until the next meeting of members where it may be confirmed, rejected or amended by the members by ordinary resolution. If the bylaw, amendment or repeal is confirmed or confirmed as amended by those members it remains effective in the form in which it was confirmed. The bylaw, amendment or repeal ceases to have effect if it is not submitted to the members at the next meeting of members or if it is rejected by the members at the meeting. 

This section does not apply to a bylaw that requires a special resolution of the members according to subsection 197(1) (fundamental change) of the Act because such bylaw amendments or repeals are only effective when confirmed by members. 

 

APPENDIX A 

Reimbursement of Travel Expenses 

Contingent on the Association’s financial situation: 

a) the President, the Vice-President, the Secretary, the Treasurer, and the Chair of the Program Committee shall be reimbursed for their travel expenses resulting from their participation in the annual meeting of the Executive Council which takes place at the time of the conference of the Association, as follows: 

– Rail or Airfares: the Association will reimburse the lowest available rail or airfare. 

– Taxis and Car Allowances: airport buses and cabs should be used whenever possible. Members using their own cars will be entitled to a claim equivalent to the per-kilometre rate used by the university where the grant application for the annual conference has been prepared. This would be to a maximum of the equivalent economy class airfare, where the personal automobile is used instead of air or rail transportation. 

– Hotel Costs: the Association will reimburse our (4) hotel nights at the rate of a residence room (single room) in the university where the annual conference is held. 

– Meals: the Association will reimburse four (4) per diem at the rate used by the university where the grant application for the annual conference has been prepared. 

b) the President, the Vice-President, the Secretary and the Treasurer shall be reimbursed for their travel expenses resulting from their participation in other meetings they deem necessary to the conduct of the Association’s business, in a similar fashion, adapted to the situation and as determined by the Officers of the Association. 

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APPENDIX B 

ACT-CATS Vinay and Darbelnet Prize  

The ACT-CATS Vinay and Darbelnet Prize was created by the Association  to recognize the quality of research in translation studies (translation, interpretation, terminology) conducted by its members, and to make translation studies known as a discipline. 

The Prize shall be awarded each year for the best article based on a paper presented at the annual conference of the Association and published in the TTR issue on the conference theme. In addition to a certificate, the prize comes with a bursary and a one (1) year membership in the Association. The prize is generally  awarded during the annual conference of the Association. 

The Past President or a former president will select a jury, taking into consideration any potential conflicts of interest. The jury will generally be composed of the Past President and the two members of the program committee. The jury must consist of a chair and two other members. The decision of the jury is final. 

Competition rules: 

1. The Prize crowns the best article based on a paper presented at the annual conference of the Association and published in the TTR issue on the conference theme. 

2. The language in which the article is written shall be either English or French. 

3. Shall be eligible to participate in the competition for the Prize those persons who are members or become members of the Association. 

4. Those in charge of the TTR issue shall send the eligible articles to the Past-President, who shall forward them to the members of the jury. 

5. If the jury decides that the number of candidates is insufficient, or the quality of the articles submitted inadequate, it may decide not to award the Prize. In case of an insufficient number of candidates, and only in that case, the articles submitted shall automatically be re-considered for the next competition.