Modifications to the General Regulations
submitted to the extraordinary general meeting of 9 December 2007

In the English translation, replace “administrator” by “director” when referring to a member of the board of directors.

– Article 4 (Seal): replace “the president or secretary's consent” by “the consent of one of its officers”. [The officers are defined in article 27.]

– Article 5 (Member): add “, in particular the conditions of admission specified in article 12”

In the English translation, in article 16, the word “controller” should read “auditor”.

– Article 16 (Competencies of the General Assembly): In section (d), after “financial reports”, add “including the current year's budget”. Before “the auditor's report”, add “if applicable”

– Article 19 (Convocation): change 30 to 15 days [advance notice for a regular AGM]

– Article 20 (Quorum): replace by “Quorum consists of 10 persons.”

– Article 21 (Right to vote): secret vote if 1 member requests it instead of 3

– Article 25 (Board – Composition): add “It is desirable that a majority of the members of the board of directors not be involved in professional activities receiving financial support from or remunerated by the Association, in order to facilitate the transparency and independence of the board.”

– Article 26 (Board – Competencies): add “and” after “the Law” [since the Charter and the Regulations are those of the Association, but the Law (defined in article 6) is not]. Add at the end: “In particular, the board must set the amounts of honoraria and salaries paid to contractors or employees of the Association, while respecting the requirement for transparency in article 35 and the stipulations of articles 321 to 330 of the Civil Code of Québec.”

– Article 27 (Board – Officers): delete the phrase “as well as a certain number of administrators” [i.e., directors] since it is ambiguous and unnecessary.

– Article 34 (Board – Remuneration): add “When the board meets for two hours or more, food and beverage expenses are reimbursible by the Association, up to a limit of $6 per director present.”

– Article 35 (Board – Transparency): add “A director who is involved with a committee of the Association or who receives honoraria or salaries from the Association for professional services does not have the right to vote on matters concerning the activity that the director is involved in or receiving payment for.”

– Article 35 again : change 21 to 15 days

– Article 38 (Board – Convocation notice): add after the second sentence: “The agenda must be supplied at least seven (7) days before a regular meeting or at the time of convocation of a special meeting.”

– Article 39 (Board – Quorum and voting): replace “is of (3) administrators” by “consists of half the number of directors plus one”.

– New article 45.1 (Standing committees): The regular business of the Association is conducted by a certain number of standing committees, in the following areas:
	– teaching and research
	– production
	– secretariat
	– communications.
The general assembly must give its approval to create or dissolve a standing committee. The standing committees report annually to the general assembly. The board is mandated to recruit their members among the members of the Association and to approve their expenses.

– Article 47 (Verification, i.e., audit): The financial statements of the Association have never been audited by a chartered accountant. This article has therefore never been applied in practice. For a non-profit organization with a turnover well under $20 000, a full audit would be a significant expense and rather difficult to justify. It is therefore proposed that this article be modified thus: at the beginning add “If the turnover of the Association exceeds $50 000 in the course of a fiscal year, ”; replace “each financial period” by “that fiscal year”; replace “at every annual meeting” by “at the next annual meeting”.