‍The Canadian Association of Language Assessment

Revised May 2025

ARTICLE 1: NAME AND AFFILIATIONS

1.1 The Association shall be known in English as The Canadian Association of Language Assessment and in French as l’Association canadienne pour l’évaluation des langues. Its official acronym shall be CALA in English and ACEL in French.

1.2 Internationally, CALA is affiliated with the International Language Testing Association (ILTA).

ARTICLE 2: OBJECTIVES

2.1 The general objective of the Association is to promote best practices in language assessment design, practice, research, and scholarship in the Canadian context, in both academic and occupational/professional settings.

2.2 The specific objectives of the Association are the following:

·               to disseminate knowledge about language assessment to all interested individuals and organizations (including educators);

·               to form a platform for communication among researchers in the field of language assessment in Canada;

·               to provide consultation on sensitive, high-stakes language assessment practices as well as fair practices in language assessment

·               to advise local, provincial and federal agencies and organizations on issues related to language assessment

·               to coordinate online webinars; and

·               to oversee the CALA/ACEL symposium/conference(s).

ARTICLE 3: OFFICIAL LANGUAGES

3.1 The official languages of the Association are English and French.

ARTICLE 4: MEMBERSHIP

4.1 Members of the Association are in one of four categories: professor, student, teachers/other professionals, and institutional membership. A member who pays the annual dues based on their category is considered an active member.

4.1.1 Professor membership shall be open to any person upon payment of annual dues.

4.1.2 Students are entitled to student membership on presentation of proof of student status

4.1.3 Teachers/other professionals are entitled to membership based on their email address

4.1.4 Institutional members are from an organization or company that pays the institutional membership rate. Two (2) individuals from the organization or company can be considered members.

4.2 Professor, student, and teacher/other professional, and institutional members in good standing have voting rights.

4.3 Members in good standing may present papers at the CALA/ACEL symposium/conference(s).

4.4 Annual dues cover membership for one year from the moment of joining.

ARTICLE 5: EXECUTIVE BOARD

5.1 The Executive Board conducts the affairs of the Association, exercises the executive

power of the Association, and reports on its activities and initiatives at the Annual

General Meeting.

5.2 The Executive Board of the Association consists of seven (7) to eight (8) elected members in the following positions:

·               President (1)

·               Vice-President (1)

·               Secretary (1)

·               Treasurer (1)

·               Communications Officer (1-2)

·               Member-at-large (2)

ARTICLE 6: RESPONSIBILITIES OF THE EXECUTIVE BOARD

6.1 The responsibilities of the Executive Board shall be the following:

·               to oversee expenditures necessary to operate the Association;

·               to oversee the activities of the Association;

·               to establish Standing and Ad hoc committees and report on their proceedings at the Annual General Meeting;

·               to communicate regularly with its members

ARTICLE 7: TERMS OF REFERENCE

7.1 The President is Director General of the Association and, as such:

·               represents the Association as Chief Executive Officer;

·               provides leadership to the Association;

·               cultivates partnerships with other national and international organisations with the goal of promoting CALA;

·               is a member of the committee that organizes the symposium/conference(s) of the Association;

·               convenes and chairs the meetings of the Annual General Meeting and of the Executive Board.

7.2 The Vice-President discharges the duties of the President when the latter is either absent or unable to perform her/his duties and also performs the following tasks:

·               chairs the committee that organizes the CALA/ACEL symposium/conference(s);

·               in the first year of the term, the vice president is mentored regarding the role of the President

7.3 The Secretary

·               prepares preliminary agendas for the Annual General Meeting and Executive Board meetings of the Association;

·               draws up, distributes, and maintains a record of the minutes of Executive Board meetings as well as those of the Annual General Meeting;

·               is responsible for the official documents and all the records of the Association;

·               keeps an up-to-date list of members with current email addresses, and sends renewal notices to members at the beginning of each calendar year.

·               is member of the committee that organizes the CALA/ACEL symposium/conference(s).

7.4 The Treasurer is responsible for the financial administration of the Association and, as such:

·               is responsible for the official documents and all the records of the Association;

·               oversees all banking operations of the Association;

·               oversees the collection of membership dues to finance the Association;

·               collects accounts payable to the Association;

·               makes routine expenditures for the current business of the Association and also more important expenditures which have been duly approved by the Executive Board;

·               submits financial reports at each Annual General Meeting and accounts for the financial situation of the Association to the Executive Board, either periodically or at the latter’s request;

·               takes measures to ensure that the Association annually submits appropriate forms to the Canada Revenue Agency and Industry Canada, as necessary.

7.5 The Communications Officer(s) are responsible for the following tasks:

·               maintains the website of the Association, keeping the pages of the website up-to-date and overseeing the development of new website pages or new website functions.

·               provides regular updates to members and is the contact person for inquiries from non-members, as well as communication between members and the Executive Board

·               is a member of the committee that organizes the CALA/ACEL symposium/conference(s)

·               Communicates regular updates through the various social media platforms coordinates translation services deemed necessary by the Association to balance its use of both languages. When there are two communication officers, ideally, one of them is bilingual in French and English to assist in the use of both official languages.

7.6 The Member-at-large (online event coordinator)

·               is a member of the committee that organizes the CALA/ACEL symposium/conference;

·               may chair Standing or Ad hoc committees the Executive Board deems necessary to set up.

7.7 The Member-at-large (sponsorship)

·               renew and obtain recurring annual sponsorships

·               maintain an accurate and up-to-date sponsorship database

·               secure sponsorships for individual events

·               provide an overview of sponsorship activities at the AGM

·               Maintain sponsor satisfaction post-event

ARTICLE 8: AD HOC COMMITTEES

8.1 The Executive Board may, on its own initiative or at the request of members at the

Annual General Meeting, set up any ad hoc committee deemed necessary within the

framework of the Association.

8.2 The duties and the term of office for each committee are to be determined at the time

such a committee is set up.

8.3 Ad hoc committees shall report directly to the Executive Board.

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BY-LAWS OF THE CANADIAN ASSOCIATION OF LANGUAGE ASSESSMENT

DEFINITIONS

·               "Act" means the Canada Not-For-Profit Corporations Act S.C. 2009, c. 23 including the Regulations made pursuant to the Act, and any statute or regulations that may be substituted, as amended from time to time;

·               “the Association” means The Corporation, called here the Canadian Association of Language Assessment/L’association canadienne pour l’évaluation des langues

·               "articles" means the original or restated articles of incorporation or articles of amendment, amalgamation, continuance, reorganization, arrangement or revival of the Corporation

·               "board" means the Executive Board of the Association, and “executive board members” are the elected members of this Executive Board.

·               "by-law" means this by-law and any other by-law of the Association as amended and which are, from time to time, in force and effect;

·               "meeting of members" includes an annual meeting of members or a special meeting of members; "special meeting of members" includes a meeting of any class or classes of members and a special meeting of all members entitled to vote at an annual meeting of members;

·               "resolution" means a resolution passed by a majority of not less than 50% plus 1 of the votes cast on that resolution;

·               "special resolution" means a resolution passed by a majority of not less than two-thirds (2/3) of the votes cast on that resolution.

·               "proposal" means a proposal submitted by a member of the Association

INTERPRETATION

In the interpretation of this by-law, words in one gender include all genders, and "person" includes an individual, body corporate, partnership, trust and unincorporated organization. Other than as specified above, words and expressions defined in the Act have the same meanings when used in these by-laws.

EXECUTION OF DOCUMENTS

Deeds, transfers, assignments, contracts, obligations and other instruments in writing requiring execution by the Association may be signed by any two (2) of its executive board members.

FINANCIAL YEAR END

The financial year end of the Association shall be December 31 in each year.

BANKING ARRANGEMENTS

The banking business of the Association shall be transacted at such bank carrying on a banking business in Canada as the executive board members  may designate, appoint or authorize from time to time by resolution. The banking business or any part of it shall be transacted by an executive board member of the Association and/or other persons as the Executive Board may by resolution from time to time designate, direct or authorize.

BORROWING POWERS

The executive board members of the Association may not borrow money on the credit of the Association.

ANNUAL FINANCIAL STATEMENTS

The Association shall send to the members a copy of the annual financial statements and other documents referred to in subsection 172(1) (Annual Financial Statements) of the Act. Instead of sending the documents, the Association may send a summary to each member along with a notice informing the member of the procedure for obtaining a copy of the documents themselves free of charge.

MEMBERSHIP CONDITIONS

Subject to the articles, there shall be four classes of voting members in the Association, namely, professor members, student members, teacher/other professionals members and institutional members. Student and teacher/other professional members are differentiated from other members in that the Executive Board of the Association may, by resolution, approve a discount or waiver of membership fees for these classes of members. There is no class of non-voting member in the Association.

The Executive Board of the Association may, by resolution, approve the admission of the members of the Association. Members may also be admitted in such other manner as may be prescribed by the board by resolution. The following conditions of membership shall apply:

·               Professor, student, teacher/other professionals, and institutional voting membership shall be available to persons who have applied and have been accepted for membership in the Association.

·               The term of memberships shall be annual, subject to renewal in accordance with the policies of the Association.

·               As set out in the articles, each voting member is entitled to receive notice of, attend and vote at all meetings of members and each voting member shall be entitled to one (1) vote at such meetings.

Pursuant to subsection 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendments to this section of the by-laws if those amendments affect membership rights and/or conditions described in paragraphs 197(1)(e), (h), (l) or (m).

MEMBERSHIP TRANSFERABILITY

Membership in the Association may not be transferred.

Pursuant to Section 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendment to add, change or delete this section of the by-laws.

NOTICE OF MEMBERS MEETING

Notice of the time and place of a meeting of members shall be given by telephonic, electronic or other communication facility to each member entitled to vote at the meeting, at least fourteen (14) days before the day on which the meeting is to be held.

Pursuant to subsection 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendment to the by-laws of the Association to change the manner of giving notice to members entitled to vote at a meeting of members.

MEMBERS CALLING A MEMBERS MEETING

The Executive Board shall call a special meeting of members in accordance with Section 167 of the Act, on written requisition of members carrying not less than 5% of the voting rights. If the executive board members do not call a meeting within twenty-one (21) days of receiving the requisition, any member who signed the requisition may call the meeting.

MEMBERSHIP DUES

Members shall be notified in writing of the membership dues at any time payable by them and, if any are not paid within one (1) calendar month of the membership renewal date, the members in default shall automatically cease to be members of the Association.

TERMINATION OF MEMBERSHIP

A membership in the Association is terminated when:

a.       the member dies or resigns;

b.       the member is expelled or their membership is otherwise terminated in accordance with the articles or by-laws;

c.        the member's term of membership expires; or

d.       the Association is liquidated and dissolved under the Act.

EFFECT OF TERMINATION OF MEMBERSHIP

Subject to the articles, upon any termination of membership, the rights of the member, including any rights in the property of the Association, automatically cease to exist.

DISCIPLINE OF MEMBERS

The board shall have authority to suspend or expel any member from the Association for any one or more of the following grounds:

a.       violating any provision of the articles, by-laws, or written policies of the Association;

b.       carrying out any conduct which may be detrimental to the Association as determined by the board in its sole discretion.

PROPOSALS NOMINATING EXECUTIVE BOARD MEMBERS AT ANNUAL MEMBERS’ MEETINGS

Subject to the Regulations under the Act, any proposal may include nominations for the election of executive board members if the proposal is physically signed or signed by electronic means (scan a physically signed document or an email endorsement) by not less than 2% of members entitled to vote at the meeting at which the proposal is to be presented.

COST OF PUBLISHING PROPOSALS FOR ANNUAL MEMBERS’ MEETINGS

There is no cost associated with including the proposal and any statement in the notice of meeting at which the proposal is to be presented. Such proposals and statements are sent electronically.

PLACE OF MEMBERS’ MEETINGS

Subject to compliance with section 159 (Place of Members' Meetings) of the Act, meetings of the members may be held at any place within Canada determined by the Executive Board or, if all of the members entitled to vote at such meeting so agree, outside Canada.

QUORUM AT MEMBERS’ MEETINGS

A quorum at any meeting of the members shall be 10% of the members entitled to vote at the meeting. If a quorum is present at the opening of a meeting of members, the members present may proceed with the business of the meeting even if a quorum is not present throughout the meeting.

VOTES TO GOVERN AT MEMBERS’ MEETINGS

At any meeting of members, every question shall, unless otherwise provided by the articles or by-laws or by the Act, be determined by a majority of the votes cast on the questions. In case of an equality of votes either on a show of hands or on a ballot or on the results of electronic voting, the chair of the meeting in addition to an original vote shall have a second or casting vote.

PARTICIPATION BY ELECTRONIC MEANS AT MEMBERS’ MEETINGS

If the Association chooses to make available a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during a meeting of members, any person entitled to attend such meeting may participate in the meeting by means of such telephonic, electronic or other communication facility in the manner provided by the Act. A person participating in a meeting by such means is deemed to be present at the meeting. Notwithstanding any other provision of this by-law, any person participating in a meeting of members pursuant to this section who is entitled to vote at that meeting may vote, in accordance with the Act, by means of any telephonic, electronic or other communication facility that the Association has made available for that purpose.

MEMBERS’ MEETINGS HELD ENTIRELY BY ELECTRONIC MEANS

If the executive board members or members of the Association call a meeting of members pursuant to the Act, those executive board members or members, as the case may be, may determine that the meeting shall be held, in accordance with the Act and the Regulations, entirely by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting.

NUMBER OF EXECUTIVE BOARD POSITIONS

The Executive Board shall consist of a minimum of 7 and a maximum of 8 positions. Any of the executive positions may be shared.

TERM OF OFFICE OF EXECUTIVE BOARD MEMBERS

The executive board members shall be elected to hold office for a two-year term, with the possibility of renewal no later than the close of the third annual meeting of members following the election.

CALLING OF MEETINGS OF EXECUTIVE BOARD

Meetings of the Executive Board may be called by any member of the board.

NOTICE OF MEETING OF EXECUTIVE BOARD

Notice of the time and place for the holding of a meeting of the board shall be given to every executive board members of the Association by electronic means within 7 days before the time when the meeting is to be held.

VOTES TO GOVERN AT EXECUTIVE BOARD MEETINGS

At all meetings of the board, every question shall be decided by a majority of the votes cast on the question. In case of an equality of votes, the chair of the meeting in addition to an original vote shall have a second or casting vote.

APPOINTMENT OF OFFICERS

The board may appoint officers on an annual or more frequent basis, specify their duties and, subject to the Act, delegate to such officers the power to manage the affairs of the Association. An executive board member may be appointed to any office of the Association. An officer may, but need not be, an executive board member unless these by-laws otherwise provide.

INVALIDITY OF ANY PROVISIONS OF THESE BY-LAWS

The invalidity or unenforceability of any provision of these by-laws shall not affect the validity or enforceability of the remaining provisions of these by-laws.

OMISSIONS AND ERRORS

The accidental omission to give any notice to any member, executive board member, officer, member of a committee of the board or public accountant, or the non-receipt of any notice by any such person where the Association has provided notice in accordance with the by-laws or any error in any notice not affecting its substance shall not invalidate any action taken at any meeting to which the notice pertained or otherwise founded on such notice.

BY-LAWS AND EFFECTIVE DATE

Subject to the articles, the executive board members may, by resolution, make, amend or repeal any by-laws that regulate the activities or affairs of the Association. Any such by-law, amendment or repeal shall be effective from the date of the resolution of executive board members.

This section does not apply to a by-law that requires a special resolution of the members according to subsection 197(1) (fundamental change) of the Act because such by-law amendments or repeals are only effective when confirmed by members.