BY-LAW NO. 1

BE IT ENACTED as a by-law of the Association of Canadian Map Libraries/Association des cartothèques canadiennes as follows:-

DEFINITION

1.1 In this by-law and in all other by-laws of the Association hereafter passed, unless the context otherwise requires, words importing the singular number or the masculine gender shall include the plural number or the feminine gender, as the case may be, and vice versa.

1.2 For the purposes of this by-law, "map library" is defined as that part of a library, collection, department, archives or division or section of an information centre responsible for the organization of maps and related material and the dissemination of information and services pertaining to maps and related materials.

1.3 Notwithstanding any other provision as set out herein any activity or proceeding may at the request of any member of the Association be taken or conducted in the French or English language, or both of such languages.

HEAD OFFICE

2.1 The head office of the Association shall be in the City of Ottawa, in the Province of Ontario and at such place therein as the Directors may from time to time determine.

2.2 The Association may from time to time by resolution of the Board of Directors establish branch offices of the Association at such location(s) as the resolution may designate.

CORPORATE SEAL

MEMBERSHIP

4.2 Members shall be classed as follows:-

4.2.1 Full Members - Individuals who reside or are normally domiciled in Canada and fulfil any one of the following requirements:-

a) working in a map library as defined by this by-law or retired from such position.

b) honorary members who have made a distinguished contribution to the field of map librarianship or to a more significant understanding and appreciation of maps and whom the Association chooses to honour by election to Association membership.

4.2.2 Associate Members - Individuals who do not qualify for full membership status but have displayed a serious interest in the objectives of the Association.

4.2.3 Student Members - Individuals who are full or part-time students in a program of study that would qualify them to work in a map library, with qualification of student status by the student and a faculty member.

4.2.4 Institutional Members - Individuals, organizations and corporations, partnerships and other legal entities that have demonstrated a desire to support the objectives and programs of the Association.

4.2.5 Honourary Members - Such individuals who the Association chooses to honour by election to such membership status. Such individuals shall be nominated by two full members of the Association and the nomination confirmed by the Board of Directors and ratified by mail by a three-fourths (3/4) vote of at least 40% of the full members of the Association.

4.3.1 Full members shall possess the following rights and privileges:-

a) the right to vote;

b) the right to hold elective office in the Association and to serve on the committees of the Association;

c) the right to receive the official journal of the Association without charge;

d) such other benefits and services as the Association may establish;

e) honourary members shall have the right to membership and all benefits thereto without payment of membership fees or dues.

4.3.2 Associate and student members shall possess the following rights and privileges:-

a) the right to serve on the committees of the Association except in the capacity of chairman of the committee;

b) the right to receive the official journal of the Association without charge;

c) such other benefits and services as the Association may establish.

4.3.3 Institutional members shall possess the following rights and privileges:-

a) such other benefits and services as the Association may establish;

b) the right to receive the official journal of the Association without charge;

c) institutional members in the unincorporated predecessor to the Association shall continue to receive the official Bulletin and Proceedings of the Association until December 31, 1977.

4.3.4 Honourary members shall possess the following rights and privileges:-

a) the right to receive the official journal of the Association without charge;

b) such other benefits and services as the Association may establish;

c) the right to vote.

4.3.5 Members may withdraw from the Association by delivering to the Association a written resignation which shall be effective upon acceptance by the Board of Directors.

4.3.6 In the case of resignation, a member shall remain liable for payment of any assessment or other sum levied or which became payable by him to the Association prior to the acceptance of his resignation.

4.3.7 Members of the Association by a two-thirds vote of those present at one meeting may recommend to the Board of Directors the suspension of any member or the re-instatement of any suspended member. Such suspension or reinstatement shall take place as determined by resolution of the Board of Directors.

MEMBERSHIP FEES

4.4.1 Each Full Member of the Association shall upon becoming a member of the Association or within thirty (30) days thereafter, pay the required membership fee to the Association. The membership fee shall be fixed at the annual meeting by a vote of the full members and shall come into effect at the beginning of the next fiscal year.

4.4.2 The Treasurer shall ensure that members are notified of the dues or fees at any time payable by them and if they are not paid at the commencement of the fiscal year, provided sixty (60) days notice has been given to the members, the members in default shall thereupon automatically cease to be members of the Association but such members may on payment of all unpaid dues or fees be reinstated by a two-thirds vote of the Board of Directors.

BOARD OF DIRECTORS

5.1 The affairs of the Association shall be managed by the Board of Directors of the Association.

5.2 The Board of Directors shall be composed of six (6) directors who are full members in good standing of the Association and are elected by the full members at the annual meeting of the Association.

5.3 Each director shall hold office until the termination of the first annual meeting after he shall have been elected or until his successor shall have been duly elected and qualified.

5.4 Upon their election at the annual meeting the officers, excluding appointed committee chairmen, of the Association shall be deemed to be elected to the Board of Directors of the Association.

5.5 No officer shall normally serve in the same capacity for more than two consecutive terms.

5.6 The members of the Association may, by resolution passed by at least two-thirds of the votes cast by mail ballot or at a meeting of which notice specifying the intention to pass such resolution has been given, remove any director before the expiration of his term of office, and may, by a majority of the votes cast at that meeting or by mail ballot, elect any full member in good standing in his stead for the remainder of the term.

VACANCIES - BOARD OF DIRECTORS

5.7 Vacancies on the Board of Directors however caused may, so long as a quorum of directors remains in office, be filled by full members in good standing of the Association by resolution of the Board of Directors, but if there is not a quorum of directors, the remaining directors shall forthwith call a meeting of the members to fill the vacancies. If the number of directors is increased between the terms, the vacancy or vacancies to the number of authorized increase shall thereby be deemed to have occurred and may be filled in accordance with the by-law creating the additional positions on the Board of rectors.

MEETINGS OF THE BOARD OF DIRECTORS

6.1 A majority of the directors shall form a quorum for the transaction of business. Except as otherwise required by law,the Board of Directors may hold its meetings at such place or places as it may from time to time determine. No formal notice of any such meeting shall be necessary if all the directors are present or if those absent have signified their consent to the meeting being held in their absence. Board meetings may be formally called by the President or First Vice-President or by the Secretary on the direction of the President or First Vice-President or by the Secretary on direction in writing of three (3) directors. Notice of such meetings and the agenda shall be delivered, telephoned or telegraphed to each director not less than five days before the meeting is to take place or shall be mailed to each director not less than ten days before the meeting is to take place. The statutory declaration of the Secretary or the President that notice has been given pursuant to this by-law shall be sufficient and conclusive evidence of the giving of such notice. The Board may appoint a day or days in any month or months for regular meetings at any hour to be named and for such regular meeting no notice need be sent. A Board meeting may also be held without notice immediately following the annual meeting of the Association. The directors may consider or transact any business, either special or general, at any meeting of the Board. The Board shall meet at least one time a year.

6.2 The Board of Directors may, upon receiving the written consent of all the directors, conduct its business as required by this By-law and by law by conference telephonic communication and such business as transacted shall be deemed to have been transacted in accordance with this By-law provided that minutes are taken and approved in the usual manner.

ERRORS IN NOTICES - BOARD OF DIRECTORS

6.3 No error or omission in giving of such notice of a meeting of the Board of Directors shall invalidate such meeting or invalidate or make void any proceeding taken or had at such meeting and any director may at any time waive notice of such meeting and may ratify and approve any or all proceedings taken or had thereat.

VOTING - BOARD OF DIRECTORS

6.4 Questions arising at any meeting of the Board shall be decided by a majority of votes. In the case of an equality of votes, the Chairman, in addition to his original vote, shall have a second or casting vote. All votes at any such meeting shall be taken by ballot if so demanded by any director present, but if no demand be made, the vote shall be taken in the usual manner by assent or dissent. A declaration by the Chairman that a resolution has been carried and an entry to that effect in the minutes shall be admissible in evidence as prima facie proof of the fact without proof of the number or proportion of votes recorded in favour of or against such resolution. In the absence of the President, his duties may be performed by the First Vice-President or such other director as the Board may from time to time appoint for that purpose.

POWERS - BOARD OF DIRECTORS

7.1 The Board of Directors of the Association may administer the affairs of the Association in all things and make or cause to be made for the Association in its name any kind of contract which the Association may lawfully enter into and, save as hereinafter provided, generally may exercise all such other powers and do all such other acts and things as the Association in its Letters Patent or otherwise is authorized to exercise and do.

7.2 Without in any way derogating from the foregoing, the Board is expressly empowered from time to time purchase, lease or otherwise acquire, alienate, sell, exchange, or otherwise dispose of shares, stocks, rights, warrants, options and other securities, lands, buildings and other property moveable or immoveable, real or personal or any right or interest therein owned by the Association for such consideration and upon such terms and conditions as they may deem advisable.

REMUNERATION OF DIRECTORS

7.3 The directors shall receive no remuneration for acting as such, however, by resolution, the Board may allow such justified expenses to directors for their attendance at Board meetings except those meetings held at the same time and place of the annual meeting of the Association.

OFFICERS OF THE ASSOCIATION

8.1 The officers of the Association shall be a President, First Vice-President, Second Vice-President, Immediate Past President, Secretary, Treasurer elected by the full members in good standing and the Chairmen of the standing committees of the Association appointed by resolution of the Board of Directors.

DUTIES OF OFFICERS

8.2 The President shall be the chief executive officer of the Association. The President shall, when present, preside over all meetings of the members of the Association and the Board of Directors. The President shall also be charged with the general management and supervision of the affairs and operations of the Association. The President, with the Secretary or other officer appointed by the Board of Directors for the purpose, shall sign all by-laws, minutes and membership certificates and such further and other documents requiring certification. During the absence or inability of the President, his duties and powers may be exercised by the First Vice-President, or in the absence or inability of the First Vice-President and the President, his duties and powers may be exercised by a director as designated by resolution of the Board. The President shall be a member ex-officio of all committees of the Association except the Nominations and Elections Committee.

8.3 The First Vice-President shall in the absence or disability of the President perform the duties and exercise the powers of the President and perform such other duties as may be assigned to him by the Board and/or the President. He shall represent the Association at the request of the Board.

8.4 The Second Vice-President shall perform such duties as the Board and/or the President may assign.

8.5 The Secretary shall be the clerk of the Board. He or his appointed delegate, as approved by the Board, shall attend all meetings of the Board and of the members and record all facts and minutes of all proceedings in the books kept for that purpose. He shall give all notices required to be given to the members and to the Board. He shall be the custodian of the seal of the Association and of all books, excluding the current books and records referred to in paragraph 8.6, papers, records, correspondence, contracts, and other documents belonging to the Association which he shall deliver up only when authorized by resolution of the Board to do so and to such person or persons as may be named in the Resolution. He hall perform such other duties as may from time to time be determined by the Board.

8.6 The Treasurer or person performing that usual duties of the Treasurer shall keep full and accurate accounts of all receipts and Disbursements of the Association in proper books of account and shall deposit all monies or other valuable effects in the name and to the credit of the Association in such bank or banks as may from time to time be designated by the Board. He shall disburse the funds of the Association under the direction of the Board taking proper vouchers therefore. He shall render to the annual meeting of members and to the Board at the regular meetings thereof or whenever required of him an account of all his transactions as Treasurer and of the financial position of the Association. He shall also perform such other duties as may from time to time be determined by the Board.

8.7 The duties of all other officers of the Association shall be such as the terms of their engagement call for or the Board requires of them.

8.8 The members of the Association may, by resolution passed by at least two-thirds of the votes cast by mail ballot or at a meeting of which notice specifying the intention to pass such resolution has been given, remove any officer from office, and may, by a majority of votes cast at that meeting or by mail ballot, elect any full member in good standing in his stead.

EXECUTION OF DOCUMENTS AND BOOKS AND RECORDS OF THE ASSOCIATION

9.1 Deeds, transfers, licences, contracts and engagements on behalf of the Association shall be signed by the President or First Vice-President and the Secretary and the Secretary shall affix the seal of the Association to such instruments as require the same.

9.2 Contracts in the ordinary course of the Association's operations may be entered into on behalf of the Association by the President, First Vice-President, Treasurer or by any other person authorized by the Board.

9.3 The President, the First Vice-President, Secretary or Treasurer or any one of them or any person or persons from time to time designated by the Board may transfer any and all shares, bonds, or other securities from time to time standing in the name of the Association in its individual or any other capacity or as trustee or otherwise and may accept in the name and on behalf of the Association transfers or shares, bonds, or other securities from time to time transferred to the Association and may affix the corporate seal to any such transfers or acceptances and may make, execute, deliver under the corporate seal any and all instruments in writing necessary or proper for such purposes, including the appointment of an attorney or attorneys to make or accept transfers or shares, bonds or other securities on the books of any company or corporation.

9.4 Notwithstanding any provisions to the contrary contained in the by-laws of the Association, the Board may at any time by resolution direct the manner in which, and the person or persons by whom, any particular instrument, contract or obligation of the corporation may or shall be executed.

BOOKS AND RECORDS

9.5 The Directors shall ensure that all necessary books and records of the Association required by the by-laws of the Association or by the applicable statute or law are regularly and properly kept.

9.6 The books and records of the Association shall be kept in English or French and any business may be conducted in either language.

9.7 Any member may inspect the books and records of the Association provided that at least ten days' notice of intention to inspect the books and records is given to the Board.

9.8 The Association archives shall be maintained in accordance with such contractual agreements and resolutions of the Association as it deems necessary.

MEETINGS OF THE ASSOCIATION

10.1 The annual or special meetings of the members shall be held at the Head Office of the Association or at such other places as the Board may determine and on such day as the Board shall appoint.

10.2.1 At every annual meeting, in addition to any other business that may be transacted, the report of the Board, the financial statement and the report of the auditor(s) shall be presented, and a Board shall be elected. The Board or the President shall have the power to call at any time a special meeting of the members of the Association. No public notice nor advertisement of a members' meeting, annual or special, shall be required, but notice of the time and place of every such meeting shall be given to each member by sending the notice by prepaid mail or electronic mail, in the case of an annual meeting, ninety days before the time fixed for the holding of such meeting and in the case of a special meeting, thirty days prior to the date of such meeting, provided that any meeting of members may be held at any time and place without such notice if two-thirds of the full members of the Association are present thereat or represented by proxy duly appointed and at such meeting any business may be transacted which the Association at annual or special meetings may transact.

10.2.2 Any member desiring to bring before the annual meeting a matter of general interest to be included in the agenda of the meeting shall advise the Board in writing giving particulars thereof at least thirty days prior to the meeting.

10.3 A special meeting of the Association shall be called by the Board within sixty days of receipt of a written petition from one half of the full members in good standing of the Association requesting same to be held at such time and place as the Board shall determine and notice of the meeting and a specific agenda shall be sent to every member of the Association at least thirty days prior to the meeting. The proceedings at any special meeting of the members of the Association shall be limited to the items set out in the notice of meeting.

ERROR OR OMISSION IN NOTICE

10.5 No error or omission in giving notice of any annual or special meeting or any adjourned meeting, whether annual or special, of the members of the Association shall invalidate such meeting or make void any proceedings taken thereat and any member may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat.

10.6 For the purpose of sending notice to any member or director for any meeting or otherwise, the address of any member or director shall be his last address recorded on the books of the Association.

ADJOURNMENTS

10.7 Any meetings of the Association or of the Board may be adjourned to any time and from time to time and such business may be transacted at such adjourned meeting as might have been transacted at the original meeting from which such adjournment took place. No notice shall be required of any adjournment. Such adjournment may be made notwithstanding that no quorum is present.

QUORUM OF MEMBERS

10.8 At any meeting of members of the Association, a quorum shall be constituted when twenty-five members in good standing and entitled to vote or twenty-five percent of the voting membership, whichever is the lesser, are present in person at such meeting. If, thirty minutes after the time appointed for the holding of any meeting of members, a quorum not be present, the meeting shall stand adjourned for one hour to the same place on the same day and if, thirty minutes after convening of such meeting, a quorum not be present, those full members in good standing who are present in person and entitled to vote shall be deemed to be a quorum and may transact all business which a full quorum might have done.

VOTING OF MEMBERS

10.9.1 Subject to the provisions, if any, contained in the Letters Patent of the Association, each full member of the Association shall at all meetings of members be entitled to one vote either in person or by proxy. Such proxy need not himself be a member but before or at the commencement of the meeting shall produce and deposit with the Secretary sufficient appointment in writing from the member on whose behalf he is voting.

10.9.2 At all meetings of members every question shall be decided by a majority of the votes of the full members in good standing present in person or represented by proxy unless otherwise required by the by-laws of the Association, or by law. Every question shall be decided in the first instance by a show of hands; every member having voting rights shall have one vote and, unless a secret vote be demanded, a declaration by the Chairman that a resolution has been carried or not carried and an entry to that effect in the minutes of the Association shall be admissible in evidence as prima facie proof of the fact without proof of the number or proportion of votes accorded in favour of or against such resolution. The demand for a secret vote may be withdrawn but if a secret vote be demanded and not withdrawn, the question shall be decided by a majority of votes given by the full members in good standing present in person or by proxy and such secret vote shall be taken in such manner as the Chairman shall direct and the result of such secret vote shall be deemed the decision of the Association in meeting upon the matter in question. In case of an equality of votes at any meeting, whether upon a show of hands or at secret vote, the Chairman shall be entitled to a second or casting vote.

NOMINATIONS AND ELECTIONS

11.1 Not less than six (6) months prior to the annual meeting the Board shall establish a Nominations and Elections Committee.

11.2.1 The Nominations and Elections Committee shall be chaired by the Past-President and include not less than two additional full or associate members of the Association who are not members of the Board of the Association. Members of the committee are ineligible for nomination to any elective position.

11.2.2 Nominations for President, First Vice-President, Second Vice-President, Treasurer and Secretary shall be requested in writing by the Nominations and Elections Committee five months prior to the date of the annual meeting and shall be submitted to the Nominations and Elections Committee on or before the first day of the third month next preceding the annual meeting of the Association.

11.2.3 Nominations shall be in writing and shall be sponsored by not less than two full members of the Association and include the candidate's consent to stand for election.

11.2.4 The Nominations and Elections Committee shall ensure that the candidates and nominators are full members in good standing of the Association.

11.2.5 In the event that:-

a) a nominator is not a full member in good standing on the date of the nomination or

b) the nominee is not a full member in good standing on the first day of the fourth month next preceding the annual meeting,

the nomination shall be invalid and the Nominations and Elections Committee shall notify the candidate and his nominators of such invalidations.

11.2.6 In the event that:-

a) less than two candidates are nominated for an elective position for which one person is to be elected, the Nominations and Elections Committee shall nominate such further candidates in order to satisfy the requirements as set out above. Such nominations shall comply with the provisions of paragraphs 11.2.4 and 11.2.5 as set out above.

b) the Nominations and Elections Committee is unable to obtain the required number of candidates as set out in subparagraph (a) above, the candidate or candidates as nominated in accordance with paragraphs 11.2.4 and 11.2.5 shall be deemed nominated in accordance with this By-law.

11.2.7 The Nominations and Elections Committee shall inform the Secretary of the Association of the valid nominations on or before the first day of the second month next preceding the annual meeting.

ELECTIONS

11.3.1 At least seven weeks prior to the annual meeting of the Association, the Nominations and Elections Committee shall mail to each full member in good standing of the Association on that date a copy of the Official Ballot and a brief biography of each candidate.

11.3.2 Ballots shall be marked and enclosed in a blank envelope provided for the purpose and returned to the Chairman of the Nominations and Elections Committee of the Association in a second envelope provided for that purpose bearing on the outside the words "Official Ballot". The voting member of the Association shall sign the second envelope and print his name and address thereon.

11.3.3 All ballots must be sent to the Chairman of the Nominations and Elections Committee. The date for the return of ballots is to be determined by the Chairman of the Nominations and Elections Committee.

11.3.4 Immediately after the time set out above in paragraph 11.3.3, the Nominations and Elections Committee shall forthwith commence the counting and tabulation of all votes received by the Association.

11.3.5 The candidates receiving the largest number of votes for each office shall be elected to that office.

11.3.6 The members of the Nominations and Elections Committee shall not have the right to vote in the elections under their supervision, unless there is an equality of votes for any position and in which event the Chairman of the Committee shall have the tie breaking or casting vote.

11.3.7 The Nominations and Elections Committee shall notify all candidates of the results of the election in writing and shall report the results of the election to the membership at the annual meeting and such results shall be confirmed by a resolution of the membership at the annual meeting.

11.4 The Board of Directors may, in the event that circumstances beyond the control of the Association prevent compliance with the time limitations as set out in paragraphs 11.1, 11.2.2, 11.2.7, 11.3.1, 11.3.3, and 11.3.4, order by resolution that the time limitations set out in the said paragraphs be abridged and amended to such time period as the circumstances, in the discretion of the Board, require.

COMMITTEES

12.1 The Board may be resolution establish such standing and special committees as may be necessary to carry out the objectives of the Association and shall at the same time specify the name, tenure, terms of reference and structure of the committee.

12.2 The members and officers of the committees of the Association shall be appointed by resolution of the Board. Such appointments shall be made within the three months next following the annual meeting or within the three months following the establishment of such committee, and membership on such committee shall continue until the next annual meeting or until discharge by the Board of the Association. The Board may by resolution remove any members and officers of the committees of the Association.

12.3 All committees shall report to the Board on written request by the Board.

12.4 The Board of the Association shall allocate by resolution such funds as may be necessary to the committees to carry out their appointed duties.

12.5 Standing Committees and Special Committees may establish sub-committees to assist in their work.

12.6 Non-members of the Association may serve on appropriate committees in advisory capacities.

12.7 The President may at any time establish an ad hoc committee and appoint such members as he may deem necessary to such committee. The ad hoc committee shall be approved by resolution of the Board at its next meeting at which time the committee shall become a committee of the Association or may be disbanded.

12.8 The members and officers of the Committees of the Association shall receive no remuneration for acting as such.

PUBLICATIONS

13.1 An official journal shall be published by the Association as well as such other publications as from time to time may be authorized by the Board. The Board shall have control over all Association publications.

13.2 The Association shall not be responsible for statements or opinions advanced in its publications, or in papers or discussions at meetings of the Association nor shall the Association be responsible for statements made by any of its members, officers, or staff, except those authorized by the Board or those reflecting duly established policies of the Association as decided by the resolution of the Board or by resolution of the members of the Association.

ASSOCIATION, AFFILIATION AND REPRESENTATION

14.1 The Association may have as an affiliate or become an affiliate of an organization whose objectives are consistent with those of the Association and whose activities are not in conflict with the Letters Patent of the Association or this By-law. If continued affiliation becomes undesirable, it may be cancelled. Affiliation or disaffiliation shall be authorized by resolution of the Board.

14.2 Appointment of Association representatives to other organizations and to joint boards and joint committees shall be authorized by resolution of the Board and appointed by the President. The representatives shall be responsible to the Board which will delegate such powers and functions to them as the Board finds desirable for the conduct of its business and for carrying out the objectives of the Association. The representatives shall serve for a period of time determined by the Board in conjunction with the other organizations or joint boards or joint committees. Each Association representative shall submit to the Board a written annual report of his activities and of the body to which he is an Association representative which shall include recommendations considered necessary or advisable. Additional reports may be submitted at the option of a representative or as requested by the Board or President.

14.3 The President may appoint representatives of the Association to meetings of other organizations or to special events in response to invitation of such other organizations.

FISCAL AND FINANCIAL PROVISIONS

15.1 Unless otherwise ordered by the Board of Directors the fiscal year of the Association shall terminate on the 31st day of December in each year.

15.2 The Board shall by resolution designate the bank or banks in which the funds of the Association shall be deposited.

15.3 The signing officers for cheques drawn on Association funds shall be the President and the Treasurer.

15.4 The Board may grant honoraria subject to guidelines approved by at least two-thirds of the full members present in person or by proxy and voting at an annual meeting.

15.5 Payments of expenses shall be authorized by the Board or by the President if such payment or expense must be approved before a Board meeting is to be held. The Board may designate certain types and categories of payments and expenses which may be made by the Treasurer as they arise.

AUDITORS

15.6.1 The books and records of the Association shall be audited at least once per year. At each annual meeting the Board shall recommend for the approval of at least two-thirds of the full members present in person or by proxy and voting, the auditor(s) of the Association for the ensuing year. If at any time the auditor so appointed is unable or unwilling to act, the Board shall appoint an auditor to act until the next annual meeting. The remuneration of the auditor shall be fixed by the Board of Directors.

15.6.2 The President shall, at least thirty days prior to the annual meeting, furnish copies of the auditor's report to all members of the Association.

BORROWING

15.7.1 The Board of Directors may from time to time:-

a) borrow money on the credit of the Association; or

b) issue, sell or pledge securities of the Association; or

c) charge, mortgage, hypothecate or pledge all or any of the real or personal property of the corporation, including book debts, rights, powers, franchises and undertakings, to secure any securities or any money borrowed, or other debts, or any other obligation or liability of the Association.

15.7.2 From time to time the Board may authorize any director, officer, or employee of the Association or any other person to make arrangements with reference to the monies borrowed or to be borrowed as aforesaid and as to the terms and conditions of the loan thereof, and as to the securities to be given therefore, with power to vary or modify such arrangements, terms and conditions and to give such additional securities for any monies borrowed or remaining due by the Association as the directors may authorize, and generally to manage, transact and settle the borrowing of money by the Association.

AMENDMENTS OF BY-LAWS

16.1 By-laws of the Association may be enacted, repealed or amended by by-law proposed by the Board, an Association committee concerned with by-laws or twenty-five per cent of the voting members of the Association. Proposals originating in the Board or an Association committee concerned with by-laws shall be approved by a two-thirds vote of the Board before submission to the members. Proposals originating by petition shall be submitted in writing to the Board and shall be presented to the full membership with the recommendations of the Board.

16.2 Notice containing the text of any proposal shall be sent to each voting member at least thirty days before the annual meeting at which time it is to be considered by the members. If approved by a two-thirds majority of the full members present and voting, the proposal shall be ratified.

16.3 Such amendment, repeal or enactment shall not be effective until the consent of the Minister of Consumer and Corporate Affairs has been obtained.

RULES AND REGULATIONS

17. The Board of Directors may prescribe such rules and regulations not inconsistent with this By-law relating to the management and operation of the Association as it deems expedient. Such rules and regulations shall be presented for approval to the Members at the next Annual Business meeting of the Association, and through other means of communication as appropriate.

This By-law shall come into force immediately following its adoption.

ENACTED this 22nd day of February, 1977.

WITNESS the Corporate Seal of the Association.

President Secretary

UNANIMOUSLY SANCTIONED AND CONFIRMED by all the full members at a special meeting of the full members of the Association duly held on the above mentioned date.

ASSOCIATION OF CANADIAN MAP LIBRARIES

BY-LAW NO. 2

A By-Law changing the corporate name and authorizing application for the issue of Supplementary Letters Patent to confirm the same.

BE IT ENACTED AND IT IS HEREBY ENACTED as By-Law No. 2 of the Association of Canadian Map Libraries/Association des cartotheques canadiennes (herein called the Corporation).

1. That, subject to confirmation by Supplementary Letters Patent, the name of the Corporation in hereby changed to Association of Canadian Map Libraries and Archives/Association des cartotheques et des archives cartographiques du Canada.

2. That the Corporation be and is hereby authorized to make application to the Minister of Consumer and Corporate Affairs for the issue of Supplementary Letters Patent confirming this by-law insofar as it relates to changing the name of the Corporation to Association of Canadian Map Libraries and Archives/Association des cartotheques et des archives cartographiques du Canada.

3. That the directors and officers are hereby authorized and directed to do, sign and execute all things, deeds and documents necessary or desirable for the due carrying out of the foregoing.

ENACTED the 20th day of July 1987.

WITNESS the corporate seal of the Corporation.

L.M. Sebert, President
Cheryl Woods, Secretary