By-Laws  

The Canadian Ambassadors Alumni Association, known as AMBCANADA, is a not forprofit association governed by the following by-laws. These by-laws may be amended  at any time by the Board of AMBCANADA following the decision-making procedures for  the Board specified below.  

Purpose:  

The purposes of AMBCANADA are:  

1. a) Objective One: to build and serve the community of colleagues whose careers  included serving abroad as senior-level Canadian government diplomats.  
2. b) Objective Two: to reinforce Canadians’ understanding of the work of Canada’s  diplomats and the value of a professional foreign service and how these contribute to  the well-being of Canada and Canadians.  

Membership Categories  

AMBCANADA has four categories of members as follows:  

Regular Members:  

Regular membership is open to anyone who has served as a Head of Mission of a  Canadian diplomatic or consular mission abroad i.e., Ambassador, High Commissioner  or Consul General, or equivalent. This includes anyone who has served continuously as  Chargé d’Affaires (Acting HOM) of a Canadian mission for one year or more. Regular  membership is also open to anyone who was formally designated by Global Affairs  Canada as a Deputy Head of Mission (DHOM).  

Regular members must have retired or otherwise ceased to be full-time federal public  servants before becoming members. 

Regular members may serve on the Board and its Committees and have voting  privileges as members.  

Associate Members:  

Associate membership is open to any spouse or partner of a Regular member, living or  deceased. Unlike regular members, Associate members need not have ended their  employment with the federal public service before becoming Associate members.  

Associate Members have all the privileges of membership as Regular members except  the right to vote in meetings of the Board or at the Annual General Meeting. They may  serve on the Board or any of its committees as non-voting members.  

Life Members:  

Life Members are Regular members who have made an outstanding contribution to the  organization over many years which merits special recognition. Life members are  selected by the Board.  

Honorary Members:  

Honorary Members are persons who have made an extraordinary contribution to  Canadian diplomacy and who wish to advance the objectives of the organization.  Honorary Members are appointed by the Board. They will have the same rights and  privileges as Associate Members.  

Joining and Leaving the Organization  

Prospective members can apply to join by completing an application form on the  website. Their eligibility to join shall be confirmed by the Membership Secretary. Their  membership becomes active upon payment of the annual membership fee.  

Regular and Associate Members shall pay an annual fee. Honorary and Life Members  will not be required to pay the annual fee.  

Members who do not pay their annual membership fee within three months after the due  date will have their membership suspended. Their membership can be reinstated at any  time upon payment of annual fees.  

In exceptional circumstances, the Board may decide not to accept a request from  someone to join the organization or not to renew their annual membership. This  provision will only apply to individuals whose participation in the activities of the  organization would in the judgement of the Board impede its abilities to achieve its  objectives. 

Annual General Meeting of the Membership  

Once a year, an annual general meeting of the membership of the organization shall be  convened to:  

1. a) receive reports from the President, the Treasurer, and other Officers  b) approve new appointments to the Board  
2. c) approve any changes to the fees  
3. d) approve the appointment of an auditor as required  
4. e) consider any resolutions proposed by the Board or the membership  

All members of the organization shall be invited to participate in the Annual General  Meeting. The President shall chair the meeting. In the event that a vote of the  membership needs to be taken, only Regular and Life Members may vote.  

A Special General Meeting may be called by the Board at any time with normally  twenty-one days’ notice to deal with any urgent issue that has arisen that cannot await  the next Annual General Meeting. A Special General Meeting may also be called at the  request of at least fifteen percent of the Regular Members.  

Directors of the Board  

The affairs of AMBCANADA shall be managed by a Board of Directors which is  empowered by its members to makes rules for the organization and to advance its  objectives. The Board may also be informed through engaging in consultations with  members on major issues from time to time. 

The Board will have at least ten and no more than fourteen Directors. New Directors will  be proposed to the President and the Board by a Nominating Committee of the Board; if  accepted by the Board their names will then be recommended to the membership by  the Board for approval at the Annual General Meeting. The same procedure shall be  followed for existing Directors whose appointment is being renewed.  

Each Director shall serve for a three-year term which may be renewed for a subsequent  three-year term up to a maximum of six consecutive years. A Director’s term shall begin  immediately after the Annual General Meeting which approved their appointment for a  specified term. In the event that a Director leaves the Board more than three months  before the end of their term, the Board can approve the appointment of an interim  Director to replace them. An interim Director shall serve until the next Annual General  Meeting. Interim Directors may subsequently be nominated to serve a full term in their  own right; their period as an interim Director shall not count against their opportunity to  be renewed for a further term. 

If a Director misses three consecutive meetings without offering a reasonable  explanation in writing to the Board, they will be deemed to have abandoned their  position and the Board may appoint an interim Director to replace them.  

One Associate member should be a Director of the Board and this individual would be  granted voting privileges for the duration of their term.  

In consideration of AMBCANADA’s commitment to diversity and inclusion of both  existing and potential members, a particular effort will be made to recruit new Board  Members, so as to achieve gender parity, bilingual capability, career path experience  within Canada’s foreign service and representation from across Canada.  

Powers and Duties of Officers of the Board  

The Board shall have five Officers: President; Vice-President; Treasurer; Secretary and  Membership Secretary. New appointments to these officer positions will be proposed by  the Nominating Committee in consultation with the President and will be approved by  the Board in its first meeting after the Annual General Meeting. The President and  VicePresident will serve for one two-year term, which could be renewed once with the  approval of the Board. Other Officers will normally serve for three years.  

The President shall be responsible for: providing leadership and setting the overall  direction of the organization; ensuring that decisions of the Board and the membership  are executed responsibly; managing relations between Board and the membership; and  for representing the organization to external partners, stakeholders, the media and the  public.  

The Vice-President shall support the President, with particular attention to the internal  management of the organization. This includes co-ordination with the other Officers of  the Board, the Committee Chairs, other Directors and any staff or contractors hired to  provide office support for the organization. The Vice-President replaces the President at  

meetings and events as needed.  

The Treasurer shall be responsible for ensuring the finances of the organization are in  order, that the organization is operating within its budget and for presenting regular  financial reports to the Board and to the Annual General Meeting.  

The Secretary shall be responsible for the efficient working of the Board, including  supporting the Officers of the Board in their duties. This includes ensuring that the  agenda and all documentation needed for Board meetings is circulated in advance to  Directors and for ensuring that accurate minutes are kept of Board meetings. The  Secretary is also responsible for organizing the Annual General Meeting and for ensuring that the membership receives all the information needed for that meeting. The  function of taking notes at Board meetings may be done by the Secretary, or it can be  delegated on a rotating basis among Board members.  

The Membership Secretary will be responsible for managing all matters related to  membership, including ensuring that the organization is reaching out to prospective new  members, confirming that prospective members meet the eligibility criteria to join the  organization, managing current membership records through the membership  management system, and developing and supervising appropriate outreach activities for  the membership. The Membership Secretary will also track the appointments of new  Heads of Missions and monitor announcements indicating the retirement of HOMs.  

More specific responsibilities may be given by the Board to each of these Officers as  required.  

Regional Co-ordinators  

The Board may wish to ask certain members of AMBCANADA to serve as Regional  Coordinators in different areas of the country outside of the NCR where there are a  significant number of members. Regional Co-ordinators can: assist in organizing  meetings and social events among members in their region; report issues of interest or  concern to members in their region to the Board; and disseminate information about the  activities of AMBCANADA to members in their region. Regional Co-ordinators serve at  the request of the Board without a specific term limit. Regional Co-ordinators do not  automatically become Directors of the Board, but they may be proposed by the  Nominating Committee to serve as Directors of the Board. They may also be invited by  the Board to participate in the work of specific committees and task forces and to speak  to specific meetings of the Board as needed.  

Meetings of the Board  

The Board will normally meet ten times a year. Seven Directors shall constitute a  quorum. Meetings of the Board should be called by the President or in their absence by  the Vice-President. Normally the President or Vice-President shall chair meetings of the  Board, though if neither is present the Directors present may select a chair for that  meeting. Minutes recording all decisions taken shall be kept of each Board meeting.  

Budget Procedures  

The fiscal year shall run from January 1st to December 31st. A budget shall be  approved annually by the Board and presented to the membership at the Annual  General meeting. Decisions to spend funds within the approved annual budget must be  made by decision of the Board. The Board may approve line items within the annual  budget for specific projects or activities and may give designated Officers or other  Directors the autonomy to make spending decisions on behalf of the Board up to an  approved maximum for a given line item.  

The Board may not make spending decisions that exceed the resources in hand and  thus would put the organization in deficit. The Board will ensure that a positive balance  is maintained at all times which will be sufficient to cover recurring expenditures for up  to three months.  

Decision-making Procedures  

As much as possible, all issues for decision at a Board meeting should be identified  clearly in an agenda for the meeting which is circulated at least three days in advance to  all the Directors.  

Normally, the Board should seek to make decisions by consensus. When there is not a  consensus among the Board, decisions may be taken by a simple majority vote of the  Directors present at the Board meeting, providing the meeting has a quorum of Board  members. Directors who are not able to attend a meeting may give their proxy vote in  writing to another member of the Board. In the event of a vote, the chair shall only vote  to break a tie. A two thirds majority of the Board will be required to approve or make  changes to the by-laws.  

At the Annual General Meeting, decisions shall be taken by a majority vote of the  members present, with the exception of changes to the by-laws which will require  approval by a two thirds majority of the members present at the meeting.  

Committees of the Board  

The Board shall strike a Nominating Committee to propose a slate of new Directors and  renewed Directors for approval by the Board and the membership. The Nominating  Committee should consist of three Directors. The recommendations of the Nominating  Committee will be made in consultation with the President and must be considered by  the Board by no later than the last Board meeting before the Annual General Meeting.  Before it begins its work each year, the Board may give the Nominating Committee  specific guidance about gaps to fill and diversity criteria to take into account when  identifying new candidates for the board.  

In addition to the Nominating Committee, the Board may establish and dissolve standing  committees to deal with topics such as recruitment and retention of members,  administration and finance, programs and events, governance, external relations, and  communications. Each Committee is headed by a Chair and is charged to examine  issues in depth on behalf of the Board and to make reports in their specific areas of  focus. Committee reports and recommendations will then be received by the whole Board for consideration and action. The Board may also establish special purpose Task  Forces. Both Regular members and Associate members of AMBCANADA may serve on  Committees and Task Forces of the Board. 

The composition and responsibilities of standing Committees and Task Forces should  be reviewed and approved annually by the Board in its first Board meeting after the  Annual General Meeting. This includes the designation of chairs and vice-chairs (if  needed) for each Committee or Task Force. The Board may choose to give certain  Committees or Task Forces a line item in the budget to manage on behalf of the Board.  

Termination of the Organization  

The organization can only be terminated by decision of the membership. In the event  that the membership decides to terminate the organization, the Board should ensure  that all outstanding legal and financial obligations are met. Any remaining funds or  assets should be donated to a non-profit or charitable organization whose objectives are  compatible with the objectives of AMBCANADA.