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Click the link below to view the current bylaws as a PDF file.
1. Name
The name of the association shall be the “THE CANADIAN HIGHLAND CATTLE SOCIETY/LA SOCIÉTÉ CANADIENNE DES ÉLEVEURS DE BOVINS HIGHLAND” (the “Society”).
2. Incorporation
The Canadian Highland Cattle Society is incorporated pursuant to the Animal Pedigree Act, RSC 1985, c 8 (4th Supp) (the “Act”) of Canada.
3. Corporate Seal
The Corporate Seal of the Society bears the name of the Society in English and in French and the date of incorporation, as stamped in the margin.
4. Purpose
The principal purpose of the Society is the registration and identification of purebred Highland cattle and the keeping of animal pedigrees.
In addition, the Society exists to:
5. Offices
The head office of the Society will be situated at a location within Canada of the Secretary-Manager, unless otherwise directed by the Board of Directors.
The office for the registration of pedigrees is the office of the Canadian Livestock Records Corporation, or whoever the Board of Directors deems to be responsible for the Herd Book, which contains the pedigrees and breeding records.
6. Language
The Society will endeavour to provide information and services in both official Canadian languages, French and English.
In the event of conflict between the English version of these By-laws and the French version, the English version will prevail.
7. Classes and Conditions of Membership
The Society has the following classes and conditions of membership:
8. Non-Members
Any person not a member of this Society registering or transferring animals on the records of the Society are subject to the same rules and regulations as a member.
9. Application for Membership at the Registrar
Application for membership must be made to the Registrar, which is the Canadian Livestock Records Corporation, accompanied by the applicable dues.
An application for partnership or company membership must specify the authorized signing party(s).
10. Rejection of Membership
The Society has the power to reject any application for membership by resolution of the Board of Directors. The Board of Directors may reject an applicant for any, but not limited to, of the following reasons:
If the applicant is rejected, a notification will be sent to the applicant, either via electronic or written means, including the reason for rejection and any appeal procedures.
11. Appeal of Rejection of Membership
An applicant that has been rejected for membership may appeal, either via electronic or written means addressed to the Board of Directors, within fifteen (15) days of the rejection notice. The applicant should submit any additional information or evidence to support their appeal, such clarifying details or addressing any concerns raised in the rejection notice.
The Board of Directors will review any new information or evidence to reconsider the application. The Board of Directors will send its final decision either via electronic or written means.
12. Rights and Obligations of Members
Upon acceptance of an application for membership, the new member will be bound by these By-laws and the Canadian Animal Pedigree Act.
13. Membership Year and Dues
The membership year of the Society will correspond with the calendar year and dues must be paid on or before January 1st for each year.
14. Financial Liability of a Member
The financial liability of a member is limited to the amount due for expenses incurred for membership dues and fees for services as outlined in the Society Fees Schedule.
15. Fee Schedule
The membership dues and fee schedule for services will be updated at the discretion of the Board of Directors.
16. Termination of Members
Membership in the Society is not transferable. It terminates on the death, resignation, or expulsion of the member, or member does not meet the membership qualifications as stated in Article 7(Section 2) anymore.
An exception will be made in case of the death of a member of the Society where the estate of the deceased may register and transfer animals for the period of twelve (12) months from the date of death, and the applicable fees are payable by the estate or a member in good standing.
17. Resignation of Members
A member may resign from the Society with written notice, by mail or electronic means, given to the Registrar or to the Society. Resignation does not relieve the former member from payment of all debts to the Society.
18. Discipline of Members: Suspension and Expulsion
The Society may suspend or expel any member who:
A suspended member is no longer considered a member in good standing and may no longer be granted the full rights and privileges of membership for the duration of a suspension.
The expulsion of a member will include the loss of the rights to register and transfer animals.
A non-member’s rights to register and transfer animals may also be suspended or forfeited by the Society for the same reasons as for members described above.
Notification of suspension or expulsion will be made in writing to the member, detailing the reasons for the suspension or expulsion, and sent by registered mail.
19. Appeal of Suspension and Expulsion of Members
A member who has been suspended or expelled may appeal the suspension or expulsion in writing, addressed to the Board of Directors, within sixty (60) days from the date of suspension or expulsion, stating the grounds for appeal.
The Board of Directors will hear the appeal virtually at a time mutually convenient to both parties. A quorum of the Board of Directors must be present at an appeal hearing. The appellant may present all relevant evidence in support of the appeal. An appellant will be reinstated by the vote of at least two-thirds of the Board of Directors present at the hearing.
If the appeal is dismissed, the appellant may file a final appeal in writing, addressed to the Society within sixty (60) days from the decision of the Board of Directors. The case shall be reviewed at the next general meeting of members, at which the appeal may be dismissed, or the appellant reinstated, by the vote of at least two-thirds of the members present and eligible to vote.
20. Annual General Meeting
An annual meeting of the Society (to be called “Annual General Meeting”) must be held once every calendar year at such a time and place as the Board of Directors designate.
Notice of the meeting must be sent to all members in good standing and the Minister of Agriculture and Agri-Food Canada (the “Minister”), at least sixty (60) days prior to the meeting, either via electronic or written means, and shall include the date, time and location of the meeting. The accidental omission to give notice to any member, or non-receipt by any member of such notice, will not invalidate the proceedings. The notice will list the Board positions up for election. Nominations will be accepted at the Annual General Meeting. All voting members at the Annual General Meeting shall elect the Board of Directors.
Participation may be in person or virtually. Any member wishing to participate in the Annual General Meeting remotely shall:
Annual General Meeting will be conducted according to Robert’s Rules of Order. The pro forma agenda of an Annual General Meeting shall be as follows:
a) Call to order
b) Identification of voting members and quorum
c) Review and approval of minutes of the previous year Annual General Meeting
d) Report of Officers and Committees
e) Audited financial statements report
f) Election of Directors
g) Approval of Officers
h) Old business
i) New business
21. Annual General Meeting Quorum
Ten (10) members of the Society eligible to vote, present in person or participating by electronic means, constitute a quorum at a general meeting of members. A simple majority is required to pass resolutions.
22. Eligibility to Vote
Life and annual members are eligible to vote and hold office, provided that they:
23. Notice to the Minister
After the Annual General Meeting, the following information must be sent to the Minister and the Registrar:
A notice of meeting setting out proposed amendments of the By-laws and three (3) copies of the proposed amendments must also be submitted to the Minster at the same time and in the same manner as it is being send to members as stated in Article 46 (Section 7).
24. Special General Meetings
All meetings of members of the Society, are Special General Meetings, and may be called by the Board of Directors, in its discretion. The President will call a Special General Meeting without delay, on the written demand (by mail or electronic means) of five (5) Directors, or of twenty (20) members eligible to vote and residing in at least three (3) different Provinces and/or Territories.
Notice of the meeting must be sent to all members in good standing, at least sixty (60) days prior to the meeting, either via electronic or written means, and shall include the date, time and location of the meeting. The accidental omission to give notice to any member, or non-receipt by any member of such notice, will not invalidate the proceedings.
Ten (10) members of the Society eligible to vote, present in person or participating by electronic means, constitute a quorum at a Special General Meeting. A two-thirds majority is required to pass resolutions.
Each member wishing to participate in a Special General Meeting remotely shall:
25. Board of Directors Meetings
The Board of Directors will meet, in person or by electronic means, no less than six (6) times a year. Five (5) members of the Board will constitute a quorum. A simple majority is required to pass resolutions.
A minimum of four (4) days notice will be given by the President or Secretary-Manager of a Board of Directors meeting.
26. Board of Directors
Board of Directors of the Canadian Highland Cattle Society will comprise of ten (10) Directors elected from eligible voting members.
The Board shall have and exercise the management and regulations of all business, the creation and amendments of all policies, procedures, and By-laws and the direction of all Officers and employees of the Society, including the right of appointment and dismissal.
Five (5) Directors are elected each year, by in person ballot or electronic voting at the Annual General Meeting of members and hold office for a term of two (2) years or until the election or appointment of their respective successors. Term is to begin after the Annual General Meeting.
A Director in good standing whose term has ended may seek re-election.
27. Appointment of Officers
The President and Vice-President shall be appointed by resolution of the Board of Directors from amongst their number at the first meeting of the Board of Directors following the election of Directors.
With member approval at each Annual General Meeting, the Board of Directors shall appoint a Secretary-Manager and a Treasurer, who are not required to be a Director or member of the Society, and who shall act under the control and with the approval of the Board of Directors. For further certainty, if the Secretary-Manager and Treasurer are appointed from within the Board of Directors, they are Directors with full voting powers within the meaning of these By-Laws. If the Secretary-Manager and Treasurer are appointed from outside the Board of Directors, they are not Directors and therefore no voting rights within the meaning of these By-laws.
Officers shall be subject to removal by resolution of the Board of Directors at any time.
28. President:
The responsibilities of the President are:
29. Vice-President:
The responsibilities of the Vice-President are:
30. Secretary-Manager
The responsibilities of the Secretary-Manager are:
31. Treasurer
The responsibilities of the Treasurer are:
32. Vacancies of Board of Directors
The office of a member of the Board of Directors will be automatically vacated if the Director:
Any interim vacancies shall be filled by the Board of Directors by appointment.
33. Indemnification
The Society shall indemnify every Director, Officer, committee member or employee and his or her heirs, executors and administrators against all loss, costs and expense, including legal fees, reasonably incurred by him/her in connection with any action, suit or proceeding to which (s)he may be made a party by reason of his/her being or having been a Director, committee member or employee of the Society, except as to matters as to which (s)he shall be finally adjudged in such action, suit or proceeding to be liable for costs, fines or penalties imposed:
34. Conflict of Interest
Where a Director of the Board has an interest in any matter in which the Society is concerned, they must disclose their interest and cannot take part in any consideration or discussion of or vote on any question with respect to the matter.
35. Committees
Committees are required to perform work as delegated by the Board and report to the Board of Directors regularly. A chairperson shall be appointed from within the committee members. Decisions made during committee meetings will be kept on record by the Society. The Board of Directors may fill any vacancy. Committee members act as such without remuneration, provided that reasonable expenses necessarily incurred may be reimbursed.
36. Standing Committees
The Society has the following standing committees:
37. Special Committees
When necessary, the Board may establish working committee(s) with a specific mandate(s). Members can be appointed by the Board of Directors from both its number and the membership at large, but at least one member must be a Director of the Board. The Board of Directors will dictate the term of any special committees.
38. Fiscal Year
The fiscal year of the Society ends on December 31 of each year.
39. Audit and Financial Review
An accredited professional or chartered accountant shall be appointed at each Annual General Meeting to perform a financial review and/or audit of the accounts of the Society. The financial review and/or auditors report for the preceding fiscal year must be presented at the Annual General Meeting.
40. Annual Report
At each Annual General Meeting, the President shall, on behalf of the Board of Directors, present a report on its actions and on the affairs of the Society, together with the audited financial statement.
41. Renumeration
Renumeration for services provided is determined as followed:
46. Amendments of By-Laws
If the Society wishes to amend its By-laws, the following steps need to be taken:
No amendments shall be valid until approved by the Minister.
47. Amalgamation and Dissolution
If the Society wishes to change its Articles of Incorporation, amalgamate with one or more other associations or dissolve the Society, the following steps needs to be taken:
48. Eligibility for Registration
The following animals are considered purebred Highland animals and eligible for registration and inclusion in the Herd Book:
51. False Statement or Representation
Under the Animal Pedigree Act, it is an offence for any breeder to make a knowingly false statement or representation regarding the registration of an animal. Therefore, if there is any uncertainty about an animal’s parentage, it is the responsibility of the registration applicant to determine correct parentage. If there is more than one possible sire for an animal, all possible sires must be listed on the initial registration application.
In the event of a disqualified dam, or in the absence of qualified sire results from the DNA parentage test, the application will be rejected. The breeder will be responsible, at its own expense, to present the case to the Pedigree Committee to request permission to proceed with any further registration applications and testing for that animal.
In the event the DNA parentage test results show more than one qualified sire, further testing will be required at the breeder’s expense to determine a single qualified sire prior to registration.
In the situation where proof of the animal’s identity and parentage is not conclusive, the animal affected will be ineligible for registration or, if an animal is already registered, it may be removed from the Herd Book.
52. Random Proof of Parentage
Every 25th animal registered in a calendar year will be required to be DNA parentage verified to sire and dam, to the satisfaction of the Board of Directors, as a perquisite for the registration certificate to be issued.
The costs associated with this DNA parentage verification, which includes obtaining samples for proof of parentage, delivery to the laboratory and the standard laboratory charges are the responsibility of the breeder.
If the dam has died or been sold without a DNA case on file, then the next animal bred by the same breeder in the same calendar year, shall be substituted.
If a member refuses to comply with the random proof of parentage test, the member may be subject to disciplinary action as described in Article 17 (Section 2).
53. Application for Registration
Applications for registration in the Herd Book must be filed with the Registrar, accompanied by payment of the relevant fee. The application for registration of an animal:
Applications for registration of an animal over twelve (12) months will be subject to a surcharge.
When an animal is a multiple birth, the application must disclose the sex of all multiple birth siblings. Failure to do so will invalidate the application.
54. Registration of Use of Names
Every purebred breeder must have a registered herd name or prefix, applied for to the Registrar along with the relevant fee.
No more than one herd name or prefix may be registered in the name of each breeder and can only be used by the registered owner.
The name of an animal must be composed of no more than a total of thirty (30) letters, numerals and spaces. Except in the case of an imported animal, its foreign-registered name and that of any of its ancestors will be accepted without alteration.
A name must not be misleading as to the origin or relationship of an animal.
Only the breeder of a registered animal can change the name and is only permitted within sixty (60) days from the registration date, or before the registration of any of its progeny, whichever first occurs.
55. Registration and Use of Tattoo Letters
Every purebred breeder will have a set of registered tattoo letters, composed of not less than two (2) and not more than four (4) letters of the alphabet. An application for it, together with the fee payment, needs to be send to the Registrar.
Only one set of tattoo letters may be registered in the name of each breeder and each animal’s tattoo must be unique and must not be duplicated.
Tattoo letters can only be used:
Every animal for which an application for registration is made, must have been tattooed either before the application for registration is submitted or before the animal is sold, weaned or turns eight months, which ever occurs first.
The complete tattoo shall be imprinted in the right inner ear in one (1) or two (2) rows, starting with the registered tattoo letters and followed by the animal’s sequential number followed by the letter signifying the year, commencing with the letter “A” for 2013 and omitting the letters “I”, “O”, “Q” and ”V”.
If the shape or size of the ear does not provide enough space for imprinting in the right inner ear, the left inner ear may be used for one or both rows of the tattoo, provided that a clear description is specified on the application for registration of the animal.
Purebred breeding animals brought forward at stock shows in Canada or presented for sale at auctions sponsored by the Society, must first be identified by their tattoo. Animals which cannot be identified as such will be disqualified.
Registration of an animal without a tattoo that adheres to the requirements outlined is in violation of the Society By-laws and the Animal Pedigree Act. Failure to comply may result in disciplinary action as described in Article 17 (Section 2) including, but not limited to, removal of the animal from the Herd Book.
56. Colour
The declaration of the colour of an animal for registration is mandatory.
Only animals of the following colours are eligible for registration in the Herd Book: black, dun, silver dun, red, yellow and white. Animals which show light (yellow) brindle, or dark (red) brindle pattern shall be identified as such.
An animal with more than one colour in patches must be subject to proof of parentage to sire and dam. A light- or dark-coloured muzzle or light-coloured mane, underbelly or tail switch shall not disqualify an animal otherwise of eligible colour and will not require proof of parentage.
Colour changes must be supported by colour DNA evidence or, in the case of brindle pattern, photographic evidence.
57. Transfer of Registration
Only the registered owner of an animal may initiate a transfer application.
If a female was bred at the time of transfer of ownership, the certificate of service must also be completed.
Unless the parties have agreed in writing that ownership is to pass without transfer of registration, the duly transferred certificate of registration of an animal must be provided by the seller of the animal within six (6) months of the date of sale.
Unless otherwise agreed in writing, the transfer must be initiated at the seller’s expense.
The application for all transfers of registration must be filed with the Registrar, accompanied by the original registration certificate and payment of the relevant fee. A new registration certificate will be issued by the Registrar in the name of the transferee.
58. Duplicate Certificates
A duplicate certificate may be issued if the registered owner files a statutory declaration on a form supplied by the Registrar along with the applicable fee, showing in a satisfactory manner that the original is lost, destroyed, or unobtainable.
59. Surrender of Certificates
A registration certificate must be surrendered to the Registrar and/or the electronic registry is to be updated when:
60. Leases
In the case of the lease or loan of an animal for purebred breeding, the owner/registrant must file an application for registration of lease with the Registrar, accompanied by payment of the relevant fee, as a prerequisite to the registration of the resultant progeny.
The transfer of a lease, to another party by the lessee or borrower, is prohibited.
61. Private Breeding Records and Authority to Inspect
Every breeder of purebred animals will maintain private pedigrees and breeding records, respecting the particulars of the operations of the herd, and make them available for inspection by the Society or its appointed agents, if requested.