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By-Laws

Table of Contents

PART 1 - DEFINITIONS AND INTERPRETATION
1  Definitions and interpretation
Civil Section
Conference
Criminal Section
Delegate
Executive Committee
Incoming Chair
Jurisdictional Representative
President
Vice-President

PART 2 - CIVIL SECTION
2  Appointment and mandate
3  Selection Committee – Civil Section
4  Term of Office – Section Chair
5  Steering Committee – Civil Section
6  Secretary of the Civil Section
7  Jurisdictional Representatives

PART 3 - CRIMINAL SECTION
8  Appointment and Mandate
9  Selection Committee – Criminal Section
10  Term of Office – Section Chair
11  Steering Committee – Criminal Section
12  Secretary of the Criminal Section
13  Jurisdictional Representatives

PART 4 - JOINT SESSIONS
14  Joint Sessions

PART 5 - GOVERNANCE AND ADMINISTRATION
15  Executive Committee
16  Powers and Duties – President and Vice-President
17  Nominating Committee – President and Vice-President
18  Term of Office – President and Vice-President
19  Vacancies in Office
20  Appointment – Executive Director and Conference Staff 

PART 6 - BUDGET AND FINANCES
21  Budget and Finance Committee
22  Annual Assessments
23  Fiscal Year
24  Budget
25  Entity or Segregated Fund

PART 7 - OTHER CONFERENCE COMMITTEES
26  International Committee
27  Advisory Committee on Project Development and Management
28  Communications and Publications Committee

PART 8 - ANNUAL MEETING
29  Persons eligible to attend Annual Meeting
30  Confidentiality and Release of Materials
31  Delegates’ Views
32  Voting

PART 9 - BY-LAWS, RULES OF PROCEDURES AND POLICIES
By-laws, rules of procedure and policies of the Conference
Rules of Procedure and Policies of a Section

This by-law is made under and subject to the Constitution approved by the delegates on August 15, 2018.

Part 1 - Definitions and Interpretation

Definitions and Interpretations
1(1)  In this by-law,
“Civil Section” means the Civil Section of the Conference described in Part 2;

“Conference” means the Uniform Law Conference of Canada; “Criminal Section” means the Criminal Section of the Conference described in Part 3;

“delegate” means a person appointed by a constituent jurisdiction to attend an annual meeting of the Conference;

“Executive Committee” means the Executive Committee of the Conference described in subsection 15(1); 

“incoming Chair” means the person selected to serve as the Chair of a Section for a term of office that begins on the last day of the annual meeting held after the date of the person’s selection;

“jurisdictional representative” means a person appointed under subsections 7(1) and 13(1);

“President” means the President of the Conference described in section 16;

“Vice-President” means the Vice-President of the Conference described in section 16.

1(2) Canada and each province and territory of Canada are the constituent jurisdictions of the Conference.

Part 2 - Civil Section

Appointment and mandate
2(1)  The Civil Section consists of those persons appointed by the constituent jurisdictions to participate in the activities of that Section.

2(2)  The Civil Section shall carry out the mandate of the Conference in relation to matters of civil law.

Selection Committee - Civil Section
3(1)  The immediate past Chair of the Civil Section, or the most recent past Chair of the Civil Section who is a member of the Conference shall establish and serve as Chair of a Selection Committee for the purpose of selecting an incoming Chair of the Civil Section.

3(2)  The Selection Committee shall consist of the following members:
(a) the Chair of the Selection Committee;
(b) the President; and
(c) at least three members of the Civil Section.

3(3)  The members referred to in clause (2)(c) shall be selected by the Chair of the Selection Committee in  consultation with the jurisdictional representatives, taking into account regional and other interests represented in the Civil Section.

3(4)  The Chair of the Selection Committee shall report the names of the members of the Selection Committee to the Civil Section as soon as the circumstances permit after the members are selected.

3(5)  The jurisdictional representatives for the Civil Section may recommend persons for the office of incoming Chair to the Selection Committee, and the Committee shall consider those recommendations before selecting a person as incoming Chair.

3(6)  A member of the Selection Committee is not eligible to serve as the incoming Chair of the Civil Section.

3(7)  The Selection Committee shall provide the jurisdictional representatives for the Civil Section with the name of the person selected to serve as the incoming Chair of the Civil Section as soon as the circumstances permit after making the selection.

3(8)  The Selection Committee shall present the Chair and incoming Chair of the Civil Section at the annual meeting.

Term of office – Section Chair
4(1)  The Chair of the Civil Section shall hold office for a one-year term.

4(2)  Despite subsection (1), the Chair of the Civil Section is eligible to be selected for a term of one additional year.

4(3)  If, for any reason, the Chair of the Civil Section is unable to complete their term of office, the members of the Steering Committee shall designate a member from amongst themselves to serve as Chair of the Civil Section for the remainder of the unexpired term of office.

4(4)  Time served in office under subsection (3) does not render a person ineligible to be selected for the same office on the expiry of the remainder of that term of office.

Steering Committee – Civil Section
5(1)  The Chair of the Civil Section shall establish and serve as Chair of a Steering Committee for the Civil Section which shall consist of the following members:
(a) the Chair of the Committee;
(b) the incoming Chair of the Civil Section;
(c) the immediate past Chair of the Civil Section; and
(d) one member of the Civil Section from each constituent jurisdiction.

5(2)  A vacancy on the Steering Committee does not impair the capacity of the Committee to act.

5(3)  Subject to its Constitution, this by-law and the policies of the Conference, the Steering Committee of the Civil Section may do anything it considers appropriate to carry out the mandate of the Civil Section including but not limited to the following:
(a) providing support to the Chair of the Civil Section in planning the annual meeting of the Civil Section and  assisting the Chair in setting the agenda for that meeting;
(b) liaising with the constituent jurisdictions and any relevant committees and organizations concerning the activities of the Civil Section;
(c) establishing the committees and working groups that it considers appropriate;
(d) subject to subsection 34(2), adopting rules of procedure and policies governing the activities of the Civil Section;
(e) amending uniform acts, model acts, statements of legal principles or documents setting out legislative proposals, only if an amendment is required to remove ambiguities or to correct technical errors; and
(f) providing instruction to the jurisdictional representatives of the Civil Section.

5(4)  The Chair of the Civil Section may invite any person to serve on a working group.

Secretary of Civil Section
6 The incoming Chair of the Civil Section shall serve as Secretary of the Civil Section.

Jurisdictional representatives
7(1)  The Executive Director shall, on behalf of the President, invite each constituent jurisdiction to appoint a person to be the jurisdictional representative for the Civil Section.

7(2)  The jurisdictional representatives shall represent and serve the interests of the Civil Section in their jurisdictions, including but not limited to the following:
(a) organizing the jurisdictional delegations in preparation for meetings of the Civil Section;
(b) enabling the work of the Civil Section to be brought to the attention of the constituent jurisdiction;
(c) promoting, monitoring and advancing the implementation of the work of the Civil Section in the constituent jurisdictions as appropriate; and
(d) providing information and advice to relevant or interested persons as appropriate.

Part 3 - Criminal Section

Appointment and mandate
8(1) The Criminal Section consists of those persons appointed by the constituent jurisdictions to participate in the activities of that Section.

8(2) The Criminal Section shall carry out the mandate of the Conference in relation to matters of criminal law.

Selection Committee – Criminal Section
9(1) The immediate past Chair of the Criminal Section, or the most recent past Chair of the Criminal Section who is a member of the Conference shall establish and serve as Chair of a Selection Committee for the purpose of selecting an incoming Chair of the Criminal Section.

9(2) The Selection Committee shall consist of the following members:
(a) the Chair of the Selection Committee;
(b) the President; and
(c) at least three members of the Criminal Section.

9(3) The members referred to in clause (2)(c) shall be selected by the Chair of the Selection Committee in consultation with the jurisdictional representatives, taking into account regional and other interests represented in the Criminal Section.

9(4) The Chair of the Selection Committee shall report the names of the members of the Selection Committee to the Criminal Section as soon as the circumstances permit after the members are selected.

9(5) The jurisdictional representatives for the Criminal Section may recommend persons for the office of incoming Chair to the Selection Committee, and the Committee shall consider those recommendations before selecting a person as incoming chair.

9(6) A member of the Selection Committee is not eligible to serve as the incoming Chair of the Criminal Section.

9(7) The Selection Committee shall provide the jurisdictional representatives for the Criminal Section with the name of the person selected to serve as the incoming Chair of the Criminal Section as soon as the circumstances permit after making the selection.
9(8) The Selection Committee shall present the Chair and incoming Chair of the Criminal Section at the annual meeting.

Term of office – Section Chair
10(1) The Chair of the Criminal Section shall hold office for a one-year term.

10(2) Despite subsection (1), the Chair of the Criminal Section is eligible to be selected for a term of one additional year.

10(3) If, for any reason, the Chair of the Criminal Section is unable to complete their term of office, the members of the Steering Committee for the Criminal Section shall designate a member from amongst themselves to serve as Chair of the Criminal Section for the remainder of the unexpired term of office.

10(4) Time served in office under subsection (3) does not render a person ineligible to be selected for the same office on the expiry of the remainder of that term of office.

Steering Committee – Criminal Section
11(1) The Chair of the Criminal Section shall establish and serve as Chair of a Steering Committee for the Criminal Section which shall consist of the following members:
(a) the Chair of the Committee;
(b) the incoming Chair of the Criminal Section;
(c) the immediate past Chair of the Criminal Section;
(d) at least two members of the Criminal Section; and
(e) the Secretary of the Criminal Section.

11(2) A vacancy on the Steering Committee does not impair the capacity of the Committee to act.

11(3) The members referred to in clause (1)(d) shall be selected by the Chair of the Criminal Section, taking into account regional and other interests represented in the Criminal Section.

11(4) Subject to its Constitution, this by-law and the policies of the Conference, the Steering Committee for the Criminal Section may do anything it considers appropriate to carry out the mandate of the Section including but not limited to the following:
(a) providing support to the Chair of the Criminal Section in planning the annual meeting of the Criminal Section and assisting the Chair in setting the agenda for that meeting;
(b) establishing the committees that it considers appropriate;
(c) subject to subsection 34(2), adopting rules of procedure and policies governing the activities of the Criminal Section; and
(d) providing instruction to the jurisdictional representatives of the Criminal Section.

Secretary of Criminal Section
12(1) The Steering Committee of the Criminal Section shall appoint a Secretary.

12(2) The Secretary shall remain in office until he or she resigns or is replaced.

Jurisdictional representatives
13(1) The Executive Director shall, on behalf of the President, invite each constituent jurisdiction to appoint a person to be the jurisdictional representative for the Criminal Section.

13(2) The jurisdictional representatives shall represent and serve the interests of the Criminal Section in their jurisdictions, including but not limited to the following:
(a) organizing the jurisdictional delegations in preparation for meetings of the Section, including by submitting resolutions for debate at the Annual Meeting;
(b) nominating representatives to participate in working groups established by the Section;
(c) promoting, monitoring and advancing the work of the Criminal Section in the constituent jurisdiction as appropriate; and
(d) providing information about the work of the Section to relevant or interested persons as appropriate. 

Part 4 - Joint Sessions

Joint Sessions
14(1) The Civil Section and the Criminal Section shall jointly carry out the mandate of the Conference in relation to matters of mixed civil law and criminal law.

14(2) Joint sessions of the Conference shall be jointly chaired by the Chairs of the Civil Section and the Criminal Section.

Part 5 - Governance and Administration

Executive Committee
15(1) The Executive Committee of the Conference shall consist of the following members:
(a) the President;
(b) the Vice-President;
(c) the immediate past President;
(d) the Chair of the Civil Section;
(e) the Chair of the Criminal Section; and
(f) the Chair of the Advisory Committee on Project Development and Management.

15(2) The Executive Committee shall administer the affairs of the Conference and, for that purpose, shall have all the powers and duties that are not assigned to the Sections.

15(3) The Executive Committee may invite any of the following persons to participate in the meetings of the Committee:
(a) the Secretary of the Criminal Section;
(b) the Secretary of the Civil Section;
(c) the Chair of the International Committee;
(d) the Chair of the Communications Committee;
(e) the staff of the Conference; and
(f) any other person the Committee considers appropriate.

Powers and duties – President and Vice-President
16(1) The President is the Chair of the Executive Committee and shall preside at all meetings of that Committee and at plenary sessions of the Conference.

16(2) In the temporary absence or inability to act of the President, the Vice-President shall act as Chair.

16(3) In the temporary absence or inability to act of the President and the Vice-President, the members present at a meeting of the Executive Committee shall designate a member from amongst themselves to serve as the Chair of the meeting.

16(4) The duties of the President include the following:
(a) reporting on a regular basis on the work of the Conference to the appropriate Ministers or Deputy Ministers of the constituent jurisdictions and to any other organizations or individuals that the Executive Committee directs;
(b) liaising with
(i) the Canadian Bar Association,
(ii) law reform entities, and
(iii) any other organization that the Executive Committee directs;
(c) representing the Conference at the annual meeting of the Uniform Law Commission (US) and at any other meetings of law commissions or organizations that the Executive Committee directs;
(d) convening at least three meetings of the Executive Committee each year in addition to the Executive Committee meeting held at the annual meeting;
(e) meeting with the jurisdictional representatives for the Civil Section and the Criminal Section at the annual meeting;
(f) organizing and conducting an annual conference call with the jurisdictional representatives;
(g) supervising the activities of the Executive Director and other staff of the Conference;
(h) seeking contributions for any entity or segregated fund established by the Conference; and
(i) carrying out any other duties that the Executive Committee assigns.

16(5) In the temporary absence or inability to act of the President, the Vice-President shall perform the duties set out in subsection (4).

16(6) The President and the Vice-President are, by virtue of their offices, members of all committees of the Conference.

16(7) Unless other arrangements have been approved by the Executive Committee, the President speaks on behalf of the Conference.

Nomination Committee – President and Vice-President
17(1) There is established a nomination committee for the purpose of nominating persons to fill the positions of President and Vice-President of the Conference, called the Nomination Committee.

17(2) The Nomination Committee shall consist of the following members:
(a) the immediate past President or, if unavailable, the next most recent past President, who shall be the Chair of the Committee; and
(b) at least four members of the Conference.

17(3) The members referred to in clause (2)(b) shall be selected by the Chair of the Nomination Committee, taking into account regional and other interests represented in the Conference.

17(4) The Chair of the Nomination Committee shall report the names of the members of the Committee to the Executive Committee as soon as the circumstances permit after the members are selected.

17(5) A member of the Nomination Committee is not eligible to be nominated to fill the position of President or Vice-President.

17(6) The Nomination Committee shall present its nomination to fill the positions of President and Vice President at the annual meeting; however, further nominations may be made from the floor.

Term of office – President and Vice-President
18(1) The President and Vice-President shall be elected at the annual meeting and shall hold office for a one year term.

18(2) Despite subsection (1), the President and Vice-President are eligible to be re-elected for a term of one additional year.

Vacancies in office
19(1) If, for any reason, the President is unable to complete their term of office, the Vice-President shall serve as President for the remainder of the unexpired term of office.

19(2) If there is no Vice-President available to serve under subsection (1), the members of the Executive Committee shall designate a member from amongst themselves to serve as President for the remainder of the unexpired term of office.

19(3) If, for any reason, the Vice-President is unable to complete their term of office, the members of the Executive Committee may designate a member from amongst themselves to serve as Vice-President for the remainder of the unexpired term of office.

19(4) Time served in office under this section does not render a person ineligible for election to the same office on the expiry of the remainder of that term of office. 

Appointment – Executive Director and Conference staff
20(1) The Executive Committee shall, consistent with the Conference’s finances, appoint an Executive Director and establish the terms and conditions of the Executive Director’s appointment.

20(2) The Executive Director may exercise the powers and shall perform the duties assigned to the Executive Director by the Executive Committee.

20(3) The Executive Committee shall, consistent with the Conference’s finances, appoint any other staff required to effectively carry out the mandate of the Conference.

Part 6 - Budget and Finances

Budget and Finance Committee
21(1) The Executive Committee shall establish a Budget and Finance Committee consisting of the following members:
(a) the President;
(b) the Vice-President;
(c) the immediate past President;
(d) the Chair of the Civil Section;
(e) the Chair of the Criminal Section; and
(f) any other person appointed by the Executive Committee.

21(2) The Budget and Finance Committee shall select a Chair from amongst its members.

21(3) A person referred to in clause (1)(f) shall be appointed for a one-year term but may be re-appointed.

21(4) The duties of the Budget and Finance Committee include:
(a) providing advice in relation to the financial aspects of the Conference’s operations, including investments, endowment funds, and any foundations established by the Conference;
(b) preparing an investment policy for the Conference;
(c) monitoring and realizing on investments;
(d) reviewing the financial statements and reporting to the Conference;
(e) making recommendations to the Executive Committee in relation to annual assessments;
(f) preparing a budget for the activities of the Conference for the next fiscal year to be presented to the Executive Committee; and
(g) any other duties that the Executive Committee directs. 

Annual Assessments
22(1) On the recommendation of the Budget and Finance Committee, the Executive Committee shall, in consultation with the jurisdictional representatives, determine and levy on each constituent jurisdiction the annual assessment required to enable the Conference to meet the financial obligations of carrying out its mandate.

22(2) Annual assessments may vary between constituent jurisdictions.

Fiscal year
23 The fiscal year of the Conference begins on April 1 in one year and ends on March 31 in the following year.

Budget
24(1) After the Executive Committee has reviewed the budget for the activities of the Conference for the next fiscal year prepared by the Budget and Finance Committee, the Executive Committee shall submit it to the
jurisdictional representatives for approval.

24(2) A jurisdictional representative has 30 days to submit any objections to the budget to the Executive Committee.

24(3) If the Executive Committee receives no objections to the budget in the 30-day period referred to in subsection (2), the budget shall be deemed to be approved.

Entity or segregated fund
25 On the recommendation of the Budget and Finance Committee, the Executive Committee may establish an entity or a segregated fund to support the activities of the Conference.

Part 7 - Other Conference Committees

International Committee
26(1) The Executive Committee shall establish an International Committee consisting of the following members:
(a) the President;
(b) the Vice-President;
(c) the Chair of the Civil Section;
(d) a representative from the Government of Quebec;
(e) a representative from the Government of Canada who is an expert in private international law; and
(f) any other person appointed by the Executive Committee.

26(2) The International Committee shall select a Chair from amongst its members.

26(3) The mandate of the International Committee is to work with other uniform law organizations and similar organizations for the purpose of exchanging information, for research and analysis and for joint projects.

Advisory Committee on Project Development and Management
27(1) The Executive Committee shall establish an Advisory Committee on Project Development and Management consisting of the following members:
(a) the President;
(b) the Vice-President;
(c) the Chair of the Civil Section;
(d) the Chair of the Criminal Section;
(e) the Chair of the International Committee;
(f) a representative from the Government of Quebec;
(g) a representative from the Government of Canada who is an expert in private international law; and
(h) any other person appointed by the Executive Committee.

27(2) The Advisory Committee on Project Development and Management shall and  select a Chair from amongst its members.

27(3) The mandate of the Advisory Committee on Project Development and Management is to identify appropriate topics, to evaluate and recommend projects to the Conference and to manage the Conference’s medium and long-term projects.

Communications Committee
28(1) The Executive Committee shall establish a Communications Committee consisting of the persons appointed by the Executive Committee.

28(2) The mandate of the Communications Committee shall be determined by the Executive Committee.

Part 8 - Annual Meeting

Persons eligible to attend annual meeting
29(1) The following persons are eligible to attend the annual meeting:
(a) a jurisdictional representative and any other delegate to the Conference appointed by a constituent jurisdiction;
(b) subject to subsection (2), a member of a working group attending the meeting in connection with the presentation of a report being made by that working group;
(c) subject to subsection (2), a presenter;
(d) the past Presidents; 
(e) the immediate past Vice-President;
(f) the immediate past Chairs of the Civil Section and Criminal Section;
(g) an international guest attending at the President’s invitation;
(h) the President, Vice-President, Conference staff persons and Chairs of Conference committees; and
(i) a person invited to be an observer under subsection (3) or (4).

29(2) A person referred to in clause (1)(b) or (c) who is not a delegate is only eligible to attend a meeting of the Conference or Section during the presentation of the working group’s report and during the discussions related to the report.

29(3) The Chair of a Section may invite a person who is not a delegate to attend an annual meeting or a part of an annual meeting as an observer.

29(4) A jurisdictional representative may, with the approval of the Chair of the relevant Section, invite a person
who is not a delegate to attend an annual meeting or part of an annual meeting as an observer.

Confidentiality and release of materials
30(1) Subject to applicable law, delegates and other participants in the Conference shall, in carrying out the work of the Conference, respect and maintain the confidentiality of Conference materials and deliberations in accordance with policies that the Conference may adopt from time to time.

30(2) Subject to this section, materials prepared for consideration by the Conference may not be released to a person who is not a delegate or a member of a working group, except for the purpose of consultations undertaken with that person.

30(3) A delegate or working group member who has released materials to a person in the circumstances referred to in subsection (2), shall request that the person to whom they have released materials does not further release the materials without their approval.

30(4) Materials prepared for consideration by the Civil Section or the Criminal Section of the Conference may be released to a person who is not a delegate with the approval of the Chair of the Civil Section or the Chair of the Criminal Section, as the case may be.

30(5) Materials prepared for consideration by a joint session of the Civil and Criminal Sections of the Conference may be released to a person who is not a delegate with the approval of the Chairs of both Sections.

30(6) In determining whether to approve the release of materials under subsection (4) or (5), the Chair of the Civil Section and the Chair of the Criminal Section shall consider the need to foster and maintain strong collaboration between participants, the principle of confidentiality of Conference discussions and the need to provide access to information.

30(7) At the end of an annual meeting, the following materials may be released to the public:
(a) the recommendations contained in the resolutions of the Criminal Section at the annual meeting, including the corresponding votes; 
(b) the reports of working groups that have been approved by the Criminal Section at the annual meeting;
(c) the uniform acts, model acts, statements of legal principles, documents setting out legislative proposals, interim and final reports and resolutions adopted by the Civil Section at the annual meeting; and
(d) the minutes of the annual meeting.

Views of Delegates
31 Views expressed by delegates are not necessarily those of the constituent jurisdiction that appointed them.

Voting
32(1) To be eligible to vote at the annual meeting, a person must be:
(a) a delegate,
(b) a member of the Executive Committee, or
(c) a past President.

32(2) Subject to subsection (3), each duly appointed delegate, member of the Executive Committee or past President is entitled to cast one vote on any question at an annual meeting.

32(3) Voting on any question at an annual meeting shall be done by constituent jurisdictions in the following circumstances, in which case each constituent jurisdiction represented at the annual meeting shall be entitled to cast three votes if:
(a) requested by a delegate; or
(b) the question concerns an approval under subsection 33(2).

32(4) The result of any vote shall be determined by a majority of the votes cast.


Part 9 - By-Laws, Rules of Procedure and Policies

By-laws, rules of procedure and policies of the Conference
33(1) Subject to subsection (2), the Executive Committee may adopt by-laws, rules of procedure and policies concerning the Conference from time to time and may amend existing by-laws, rules of procedure and policies.

33(2) A by-law, a rule of procedure or policy or an amendment to a by-law, a rule of procedure or policy shall cease to have effect if it is not approved by means of a vote held under subsection 32(3) at the next annual meeting held after its adoption or amendment.

33(3) If there is a conflict or an inconsistency between a by-law and a rule of procedure or policy, the by-law prevails and the rule of procedure or policy has no effect to the extent of the conflict or inconsistency. 

Rules of procedure and policies of a Section
34(1) Subject to subsection (2), the Steering Committee of a Section may adopt rules of procedure and policies concerning that Section from time to time and may amend existing rules of procedure and policies.

34(2) A rule of procedure or policy or an amendment to a rule of procedure or policy shall cease to have effect if it is not approved in accordance with the Section’s rules of procedure or policy governing approvals, at the next annual meeting held after its adoption or amendment.

34(3) Each Section shall adopt a rule of procedure or policy governing approvals given under subsection (2).