General Bylaws 2007 of
The Canadian Society for Bioengineering
La Société Canadienne de Génie Agroalimentaire et de Bioingénierie

To see the cooperative agreement between CSBE and ASABE click here.

1.  Society Membership

a.       The membership shall consist of: Fellows, Members, Members Emeritus, and Student Members.
b.       The voting membership shall consist of: Fellows, Members, and Student Members who qualify as members of good standing.
c.       Each voting member shall be entitled to hold office in and vote on any question before the Society.
d.       Each member shall be entitled to a Certificate of Membership signed by the President and the Secretary of the Society.

2.  Definition of Membership

a.       Fellow - The designation 'Fellow' shall be an honorary status, to which members of distinction may be elected, but for which they may not apply. A Fellow shall be a member of outstanding and extraordinary qualifications and experience in the fields of agricultural, food, and biological engineering, and shall have met all the requirements of Member. A Fellow shall have been a member of the Society as Member, for ten years, and have twenty years of active practice in the profession.
b.    Member Emeritus - A member aged 65 or more who has retired from professional life but who wishes to maintain professional contact with the CSBE/SCGAB. A member or ex-member in this member category may be invited to become a 'Member Emeritus’ of CSBE/SCGAB. Annual fees will be as listed in Paragraph 4. Members Emeritus will receive the CSBE/SCGAB Newsletter in electronic format. 
c.        Member - A person who through employment, scientific attainments, education, or experience is interested in the advancement of the objects of the Society.
d.       Student Member - An undergraduate or graduate student. 

3. Qualifications for Admission

a.       Charter Members of the Society shall be those who requested membership and were elected by the Council to the appropriate grade, as set out in the Constitution and whose request was filed with the designated Secretary-Treasurer of the Society on or before November 1st, 1958.
b.       Applications for membership shall be made to the Council in writing or on an approved form.
c.       Nomination to Fellow may be made to the President by ten members in good standing. The President must send out ballots of names of persons nominated for Fellow to all officers of Council, at least thirty days ahead of the ballot return deadline. To be elected, a nominee must be unanimously approved by all ballots received by the ballot return deadline, provided that at least two-thirds of the ballots are returned.
d.       Notwithstanding Bylaw 5(c), a Student Member who has not met the requirements for Member by the end of the normal academic year of the university but who meets those requirements before the end of the fiscal year shall remain a Student Member until the end of the fiscal year.

4.  Fees

a.       The annual fees shall be not more than the maximum amount designated in these Bylaws. Any changes in the schedule of maximum fees shall be approved by Council and sanctioned by a vote of the members.
b.       Any change in the annual fees for any fiscal year within the schedule of fees shall be established by a two-thirds majority of votes cast by Council in a meeting of Council or in a letter ballot of Council prior to the fiscal year to which the fees apply.
c.       Schedule of Maximum Annual Fees

5. Payment of Society and Affiliated Society Fees

a.       Annual fees shall be due and payable at the beginning of the fiscal year of the Society.
b.       New Members admitted after the first day of July shall be assessed only 50% fees in the initial year.
c.       The annual fee for Student Members shall be considered to be for the duration of the normal academic year of the college or university and upon graduation shall be for the remainder of the calendar year.
d.       At the conclusion of the current fiscal year, the Vice-President (Regional) shall submit to the Council a list of members whose fees have remained unpaid for the immediate past fiscal year and for any previous fiscal years. Such delinquents shall be dealt with by the Council according to Bylaw 5(e).
e.       Delinquent members shall be dropped from the roll after being delinquent for one complete fiscal year, if there have been three mailings without response. Members can be reinstated by payment of a readmission fee and fees for the current year.
f.         The Council may temporarily excuse from payment of CSBE/SCGAB annual fees any member who for ill health, advanced age, or any other good reason is unable to pay such fees, and the Council may excuse the whole or part of fees in arrears.

6. Resignations

Any member may withdraw from the Society by means of a letter of resignation sent to the Secretary of the Society and such resignation shall become effective on the day the letter is received by the Secretary. There shall not be any refund of fees upon resignation.

7.  Fiscal and Society Years

a.       The fiscal year of the Society shall be from the first day of January to the thirty-first day of December.
b.       The Society year shall start on the day following the annual meeting of the Society and conclude at the end of the day of the next annual meeting.

8.  Council

a.       The Council shall consist of fourteen elected officers and up to four officers appointed by the Council. The elected officers shall be the President, Past-President, President-Elect, Vice-President (Regional), Vice-President (Technical), Vice-President (Membership), Vice-President (Industry) and a Regional Director for each of the following regions: Atlantic Provinces , Quebec , Ontario , Manitoba , Saskatchewan , Alberta and British Columbia . Members from the Yukon , Northwest Territories and Nunavut belong to the Alberta region for representation on Council. The four officers appointed by the Council shall be the Secretary, the Treasurer, the Webmaster and the Chair of the Editorial Policy Board.
b.       The term of office of the elected officers of the Council shall be as follows:

1. President, Past-President, President-Elect one Society year,
2. Vice-President (Regional), Vice-President (Technical), Vice-President (Membership) and Vice-President (Industry) two Society years.
3. Regional Directors two Society years, approximately half to be elected each year.
4. The terms of office of the appointed officers of the Council shall be three years and may be renewed.

c.       A quorum of the Council shall consist of five officers, one of whom shall be the President or an officer of the Council designated by the President as representative of the President.
d.       A Council member may be removed by a two-thirds majority vote at an Annual Meeting, or at a Special Meeting requisitioned for that purpose. Council may consider the failure of an incumbent, through inability or other causes, to perform the duties of the office and may by a two-thirds vote, decree any Council office vacant.
Should an elected Council office become vacant due to resignation, removal [Bylaw 8(d)], or decree [Bylaw 8(e)], Council shall appoint a member to complete the term of office. Such appointment shall not render the appointee ineligible for election to any office.
Council members shall serve without remuneration.

9. Duties of Council

a.       Council shall meet at least twice a year. One of these meetings may be by telephone conference call or other appropriate means. Date and place of meetings shall be set at a previous meeting of Council. Notice of meetings, including an agenda, shall be mailed to Council Members at least 21 days before a meeting.
b.       The Council shall conduct the regular business of the Society and provide a complete yearly report of the affairs of the Society, including an audited financial statement, which shall be presented at, and form a part of, the proceedings of the annual meeting.
c.       The Council shall have full control of the activities of the Society including the operating of a Society Office and the appointing of a Society Manager to manage that office, subject to the limitations of these Bylaws and Letters Patent.
d.       The deposit, investment, and disbursement of all funds shall be subject to the direction of the Council.
e.       An act of the Council which shall have received the expressed or implied sanction of the membership at the following meeting of the Society shall be deemed to be an act of the Society and any officer cannot afterward be impeached by any member or other officer.
f.         Any question of major importance involving a departure from custom, as determined by Council, shall be submitted to the membership, at Council's discretion either by letter ballot to all members or to the Annual General Meeting. A letter ballot put to all members shall be mailed to all voting members at least thirty days before the date that returned ballots must be received at the Society office. If the question is put to the Annual General Meeting, notice of such a question shall comply with Bylaw 20(c).
g.       Council may enact rules from time to time that are in harmony with the Bylaws and Letters Patent of the Society and with the Canada Corporations.

10. Duties of President

a.       Chair meetings of Council and the Annual Meeting of the Society or appoint an officer to Council to do so.
b.       Oversee the carrying out of business arising from each Council meeting.
c.       Sign certificates of membership.
d.       Poll Council members re nominations for Fellow.
e.       Appoint administrative committees.
f.         Appoint two members to the Nominating Committee before January 1 each year and remind the Committee of vacancies to be filled by election.
g.       Serve on the Awards Committee and appoint one member to the Awards Committee before January 1 each year.
h.       Decree vacancies on committees when necessary and appoint replacements.

11. Duties of Past-President

a.       Chair the Bylaws Committee.
b.       Chair the Nominating Committee.
c.       Serve ex officio on the Awards Committee
d.       Maintain the Operations Handbook.

12. Duties of President-Elect

a.       Serve as member of the Nominating Committee.
b.       Serve as member of the Bylaws Committee.
c.       Carry out a forward planning process.
d.       Report to Council for the Awards Committee.
e.       Chair the Education Committee.

13. Duties of Vice-President (Technical)

a.       Recommend to the President new members of Technical Committees.
b.       With the Technical Committees, prepare the technical program for the annual meeting.
c.       Report to Council and annual business meeting for the Technical Committees.
d.       Report the names of student award winners to the Awards Committee Chair.

14.  Duties of Vice-President (Regional)

a.       Report to Council and to the annual business meeting on membership recruitment and regional activities.
b.       Take lead responsibility for publishing the Newsletter.
c.       Serve the interests of members outside Canada .

15.  Duties of Vice-President (Membership)

a) Chair of the Membership Recruitment Committee 

b) liaise with the university student advisors

c) responsible for student paper competition and awards

d) maintain membership list

e) to maintain contact with retired members 

16.  Duties of Vice-President (Industry)

a.       Serve as ex officio member of the Standards Committee.
b.       Liaise with industry in improving relations.
c.       Serve the interests of industrial members.

17.  Duties of a Regional Director

a.       Serve as a member of the Membership Recruitment Committee.
b.       Act as general contact person for CSBE/SCGAB in the region and as such, collect regional information for the Newsletter.
c.       Organize regional activities.
d.       Submit an annual report of activities to Vice-President (Regional).

18.  Duties of the Secretary

a.       Record the minutes of Council meetings and the annual business meeting and distribute the minutes to Council members within one month of the meeting.
b.       Preserve all documents of the Society except those assigned to other officers or committees.
c.       Carry out general secretarial duties including keeping of committee lists, papers and instructions and providing same to committees; authenticating records and documents; bringing appropriate documents to meetings; and corresponding.
d.       Serve as the office liaison with affiliate societies.
e.       Report election results to Council and the annual business meeting.
f.         File an annual summary with the Minister of Consumer and Corporate Affairs Canada.

19.  Duties of the Treasurer

a.       Develop a budget in consultation with Council.
b.       Submit a budget to Council at the midyear meeting.
c.       Prepare financial statements for Council meetings.
d.       Ensure Auditor's Report is prepared and available at annual business meeting.

20.  Committees

a.      Upon taking office, the President shall immediately appoint, subject to approval by the Council, such administrative committees to assist in the conduct of the affairs of the Society and such professional committees to investigate and report upon subjects of agricultural, food, and biological engineering interest as may be deemed desirable, and upon the recommendation of the Vice-President (Technical), one or more members to the Technical Committee for a period of two years.
b.      The President, subject to the approval of the Council, may nominate or appoint a member or members, or other person or persons, to represent the Society on professional or other committees organized by other societies or by government agencies, or otherwise.
c.      There shall be a Technical Committee consisting of four officers (Chair, Past-Chair, Vice-Chair, Secretary) and seven additional members in good standing.. The expertise of the seven members should conform to the Technical Areas of Publishing the Society Journal as follows: Biological Systems; Information Systems; Bioprocess Systems; Machinery Systems; Waste Management Systems; Building Systems; and Soil and Water Systems. The Vice-President (Technical) shall serve as the Chair and recommend the appointments of the Vice-Chair, Secretary and members to the President.  The Committee shall be responsible for the development and conduct of the technical program for the Society and work with the Local Arrangement Committee on developing the technical program for Society’s Annual Meeting.
d.       There shall be a Standards Committee consisting of four officers (Chair, Past-Chair, Vice-Chair, Secretary) and minimum of four and a maximum of ten additional members to propose, promote, and manage engineering Standards and Practices.
e.       There shall be a Membership Recruitment Committee consisting of the Regional Directors, with the Vice-President (Membership) as Chair.
f.         There shall be an Awards Committee consisting of Chair, Past-Chair, Vice-Chair, Secretary, and two additional members in good standing, and the Past President and the Awards Officer who shall be ex officio members of the committee.
g.       There shall be a Fellows Committee consisting of a Chair, Past-Chair, Vice-Chair, Secretary and two additional members in good standing, and the Past President and the Awards Officer who shall be ex officio members of the Committee. The Fellows Committee shall act as the Nominations Committee for election of members as Fellows by the Council.
h.       There shall be an Editorial Policy Board consisting of the Editor as Chair and at least five other members. The Chair of the Board shall be appointed for a three-year term after having served one or more terms as a member of the Board. A member of the Board shall be appointed for three years with the opportunity of being reappointed for one additional term.
i.         There shall be a Bylaws Committee consisting of the immediate Past-President as Chair, the Past-Past-President, the President-Elect, and additional members as required, to be appointed by the President.
j.         There shall be a Nominating Committee consisting of the immediate Past-President as Chair, the President-Elect, the Past-Past-President and two members appointed by the President from outside the Council.
k.       The President, subject to approval by Council, shall consider the resignation or the failure of an appointed incumbent, through inability or other causes, to perform the duties as a committee member or chair and may decree any committee office vacant. The President may appoint a member to fill a vacancy for the remaining term of the committee appointment.
l.         All committee members and chairs shall serve without remuneration.

21.  Election of Officers

a.       The Nominating Committee shall, by the first day of February in each year, prepare a slate of nominations for each elected office. Persons nominated for office shall be voting members in good standing. Nomination of any eligible candidate shall also be received by the Secretary up to the first day of February from any three members of good standing.
b.       Elected officers shall be chosen by annual electronic or mailed ballot, the procedure of which shall be described by either e-mail, fax or mail, as the case may be, to all voting members at least thirty days before the date that returned ballots must be received at the Society office.
c.       The Council of officers so elected shall assume its duties immediately prior to adjournment of the next annual meeting of the Society.
d.       Candidates for Regional Director shall be balloted on by only those voting members resident in the region in which such an election is held.
e.       Any vacancy in an appointed Council office shall be filled by appointment by the President until the next meeting of the Council.

22.  Meetings 

a.       There shall be an Annual Meeting held at a time and place set by Council. Members may vote at an Annual Meeting to hold the next Annual Meeting at a point outside Canada .
b.       A Special Meeting of the members may be requisitioned by ten percent of the voting membership. Copies of the requisition, including a specific reason for the requisition, shall be mailed or presented to the President, President-Elect, and the Secretary, whereupon the President shall call a Special Meeting of the members to be held within 60 days of the mailing or presentation. The time and place of the meeting shall be agreeable to a majority of those making the requisition.
c.       Notice of the Annual Meeting or a Special Meeting shall appear in the CSBE/SCGAB Newsletter, or in a special notice, that shall be mailed to each member at least 14 days before the meeting. Such notice shall contain enough information to allow members to make a reasoned decision.
d.       A quorum of an Annual Meeting or Special Meeting shall be 25 members, of whom at least five members shall be officers of Council.
e.       Each member shall have one vote.
f.         All questions put before a meeting shall be determined by a majority vote unless the Act or these Bylaws provide otherwise.

23.  Auditors

The annual meeting will elect Auditors to audit the financial statement of the Society which will be prepared at the close of the next fiscal year.

24.  Publication of Papers

a.       All publications of the Society shall be under the direction of the Council.
b.       The Society shall not be responsible for statements or opinions advanced in papers or in discussions at meetings of the Society, or of its divisions or sections, or printed in its publications.
c.       The Society reserves the right to copyright, at the discretion of the Council, any of its papers, discussions, reports or publications.

25.  Affiliation

The Society may affiliate or disaffiliate with other organizations under mutual agreement, as directed by the voting members.

26.  Dissolution of Society

In the event of dissolution or winding-up of the Society, all its remaining assets, after payment of its liabilities shall be distributed to one or more recognized charitable organizations in Canada .

27.  Custody of Corporate Seal

The Secretary of the Society shall have the custody of the corporate seal and be responsible for certifying of documents issued by the Society.

28.  Amendments

a.       All amendments or repeals of Bylaws shall not be enforced or acted upon until the approval of the Minister of Consumer and Corporate Affairs has been obtained.
b.       The Society may enact, repeal or amend any Bylaw by either a vote in its favor of two-thirds of the acceptable returned ballots from a letter ballot or by a two-thirds vote of members present, at an annual meeting, provided that the Bylaw amendment has been submitted in writing to each officer of the Council at least 30 days before such action is taken. The enactment, repeal or amendment of a Bylaw shall take place immediately upon adoption by the Society and approval by the Minister of Consumer and Corporate Affairs and shall be published by the Secretary to all members of the Society.
c.       Changes to the Letters Patent can be made only in accordance with the Canada Corporations Act and the issuance of supplementary Letters Patent.