By-law number 1 issued by the board of directors of Accessibility Standards Canada
1. Definitions
Accessibility Standards Canada means the Canadian Accessibility Standards Development Organization (CASDO) and is the applied title of the organization. CASDO is the legal title of the organization.
Act means the Accessible Canada Act.
Advisory committee means a temporary committee as determined by this By-law.
Annual public meeting means a meeting of the Board that is designated as the Annual public meeting.
Board means the board of directors of Accessibility Standards Canada.
By-law means this By-law issued by the Board as may be amended from time to time.
CEO means the Chief Executive Officer of Accessibility Standards Canada.
Chairperson means the Chairperson of the Board.
Committee chair means the Director who chairs a Standing committee or an Advisory committee of the Board.
Committee member means a member of a Standing committee or an Advisory committee of the Board.
Corporate secretariat means a division within Accessibility Standards Canada responsible for supporting the Board.
Directors means the Directors of the Board and may or may not include the Chairperson or Vice-Chairperson depending on the context of each provision.
Governance policy means the Governance policy issued by the Board, as may be amended from time to time, respecting the governance of the Board and application of the By-law.
Minister means the member of the Queen’s Privy Council for Canada designated under section 4 of the Act.
Public officer means employees of the federal core public administration at the service of Accessibility Standards Canada and excludes Directors.
Regular meeting means a meeting of the Board to deal with routine business and arising issues on a set schedule. They are generally held face-to-face but may be held by teleconference, videoconference, or other accessible virtual platforms.
Special meeting means a meeting of the Board held as needed to deal with arising issues that cannot wait for a Regular meeting. These meetings are usually held by teleconference, videoconference, or other accessible virtual platforms.
Standing committee means a permanent committee as determined by this By-law and Governance policy.
Technical committee means a committee established by the CEO to assist in the development or revision of accessibility standards.
Vice-Chairperson means the Vice-Chairperson of the Board.
2. Introduction
2.1 Accessibility Standards Canada
2.1.1 The Act established Accessibility Standards Canada with the mandate to contribute to the realization of a Canada without barriers.
2.2 By-laws of Accessibility Standards Canada
2.2.1 This By-law is made by the Board further to the authority provided by the Act.
2.2.2 This By-law sets out provisions respecting how the Board shall carry out its activities and conduct its affairs.
3. Roles
3.1 Role of the Board
3.1.1 Without limiting its role as set out in the Act, and the Board’s discretion in undertaking this role, the Board is responsible for:
- setting the strategic direction for Accessibility Standards Canada through strategic planning and in accordance with Treasury Board policies and directives
- establishing the mission, vision and values for Accessibility Standards Canada and reviewing these regularly
- establishing a long-term vision for Accessibility Standard Canada to meet its mandate to contribute to the realization of a Canada without barriers on or before January 1, 2040
- setting the strategic direction and priorities for the development and revision of accessibility standards
- approving accessibility standards developed or revised by Technical committees
- recommending new or revised accessibility standards to the Minister
- setting the strategic direction and priorities for research funded under the Accessibility Standards Canada Grant and Contribution Program in accordance with the Accessibility Standards Canada Grant and Contribution Program Terms and Conditions
- setting the strategic direction and priorities for the engagement of external stakeholders
- advising the CEO on the establishment of Technical committees and approving their terms of reference which includes their composition
- advising the CEO on accessibility standards for Accessibility Standards Canada’s operations
- monitoring risks and advising the CEO on Accessibility Standards Canada’s risk management
- taking into account any general directions issued by the Minister to Accessibility Standards Canada, including the Minister’s mandate letter to the Chairperson, and advising the CEO on such direction in relation to Accessibility Standards Canada’s mandate
- at its discretion, making suggestions to the Minister with respect to a Director who could act as Chairperson for a term of up to 90 days in the event of the absence, incapacity or vacancy of the Chairperson and Vice-Chairperson
- at its discretion, making suggestions to the Minister with respect to the identification of gaps in Board diversity and expertise that could be bridged through filling future Board vacancies
- making Governance policy and any other policy and procedure to carry out its mandate
- establishing Standing committees and Advisory committees
- ensuring the annual evaluation of its performance as well as the performance of its committees and the CEO
- the other responsibilities outlined in the provisions of the By-law and the Governance policy, and any other policy or procedure, as they apply to the Board as a whole
3.1.2 The Board must carry out its activities and conduct its affairs in recognition of and in accordance with:
- the principles enumerated in the Act and Accessibility Standards Canada’s mandate as set out in the Act
- the Minister’s mandate letter to the Chairperson
- federal legislation and Government of Canada policy
- Accessibility Standards Canada’s budget
The Board must always enable and embody Accessibility Standards Canada’s mission, vision and values as established by the Board.
3.2 Roles of the Chairperson and Vice-Chairperson
3.2.1 Without limiting the roles of the Chairperson and Vice-Chairperson as set out in the Act, and the Chairperson’s and Vice-Chairperson’s discretion in undertaking their roles, the Board assigns the following responsibilities to them:
- acting as the official spokesperson on behalf of Accessibility Standards Canada respecting matters within the Board’s role, including matters related to strategic direction, mandate, and the Board’s activities and decisions (Chairperson)
- informing the Minister in writing if a Director has 3 consecutive unauthorized absences from Regular meetings (Chairperson)
- informing the Minister in writing if the Chairperson has 3 consecutive unauthorized absences from Regular meetings (Vice-Chairperson)
- the other responsibilities outlined in the provisions of the By-law and the Governance policy, and any other policy or procedure, as they apply to the Chairperson and Vice-Chairperson
3.3 Role of Directors
3.3.1 Directors are responsible for:
- attending Regular meetings and Special meetings
- contributing to discussion and voting as well as other Board activities and affairs
- applying their experience and expertise to Board matters
- raising concerns and comments with the objective of achieving excellence, and advancing accessibility and inclusion
- acting as spokespersons on behalf of the Accessibility Standards Canada respecting matters within the Board’s role, including matters related to strategic direction, mandate, and the Board’s activities and decisions, where approved by the Chairperson and CEO
- complying with all requirements as part-time public office holders in accordance with the general terms and conditions applying to Governor in Council appointees
- declaring any conflict of interest concerns where they are real or perceived and informing the Chairperson of any such concerns (the Chairperson is responsible for informing the Vice-Chairperson of any such concerns)
- the other responsibilities outlined in the provisions of the By-law and the Governance policy, and any other policy or procedure, as they apply to Directors
3.4 Role of the CEO
3.4.1 Without limiting the role of the CEO as set out in the Act, and the CEO’s discretion in undertaking this role, the CEO is responsible for:
- implementing the strategic direction given by the Board within the parameters outlined in applicable federal legislation and Government of Canada policy
- acting as the official spokesperson on behalf of Accessibility Standards Canada respecting matters within the CEO’s role, including operational matters (the CEO may delegate this responsibility to a senior Accessibility Standards Canada official)
- preparing the response to correspondence received by the Board or a Director or responding directly to correspondence received by the Board or a Director in consultation with the Chairperson (the CEO may delegate this responsibility to a senior Accessibility Standards Canada official)
- ensuring the quality of services and support provided by the Corporate secretariat
- providing full and honest information to the Board
- the other responsibilities outlined in the provisions of the By-law and the Governance policy, and any other policy or procedure, as they apply to the CEO
3.4.2 The CEO attends and participates in all Board meetings, but may not attend in-camera sessions of meetings unless invited by the Chairperson.
4. Board of Director meetings
4.1 Types of meetings
4.1.1 The Board may hold Regular meetings as required, as deemed appropriate by the Board for the matters under consideration, and with respect to the availability of Directors.
4.1.2 Each fiscal year, the Board may hold an Annual public meeting open to the public.
4.1.3 The Board may hold Special meetings as required and with respect to the availability of Directors.
4.1.4 Regular meetings and Special meetings will be closed to the public unless special provision has been granted for guests from outside of Accessibility Standards Canada to present on or support discussion of an agenda item.
4.2 Quorum and voting
4.2.1 Quorum is 50% of currently serving Directors plus 2 Directors.
4.2.2 Motions must be carried by 50% of currently serving Directors plus 1 Director.
4.2.3 For the purposes of enacting a By-law or making an amendment to it, motions must be carried by 75% of currently serving Directors.
4.2.4 For the purposes of interpreting the provisions in the preceding paragraphs, fractions are always rounded up to the closest whole number. For example, for a Board comprised of 11 Directors, 50% means 6 Directors and 75% means 9 Directors.
4.2.5 The Board may vote on items between meetings through email for urgent items that require decision within 2 calendar days or less.
4.3 Approvals
4.3.1 The CEO or delegate must approve any face-to-face meeting of the Board.
5. Standing and Advisory Committees of the Board
5.1 Establishing committees
5.1.1 The Board must establish Standing committees and may establish Advisory committees.
5.1.2 Standing committees and Advisory committees must include a minimum of 3 Committee members and be chaired by a Director. Other Committee members may include persons from outside of Accessibility Standards Canada and such persons are deemed to be members for the purposes of quorum and voting.
5.1.3 The nomination of Committee members should be made having regard to the appointment considerations that apply to Directors under the Act and must be made with respect to the Board approved recruitment policy.
5.1.4 In addition to the minimum number of Committee members set out in the provision above, Accessibility Standards Canada Public officers may attend and support Standing committee and Advisory committee meetings.
5.1.5 When invited by the Committee chair, the Chairperson and CEO can attend Standing committee and Advisory committee meetings. The Chairperson and CEO are not considered Committee members for the purposes of quorum or voting.
5.2 Approvals
5.2.1 The Board must approve:
- the terms of reference of Standing committees as included in the Governance policy
- the terms of reference of Advisory committees as included in resolutions appointing Advisory committees
- all persons nominated to be members of Standing committees and Advisory committees
5.2.2 The CEO or a senior Accessibility Standards Canada official with proper delegation must approve any face-to-face meeting of a Standing committee or Advisory committee.
6. By-law review and amendment
6.1 Review
6.1.1 The Board must establish a mechanism for the review of this By-law at least every 4 years.
6.2 Amendment
6.2.1 This By-law may be amended by way of motion in accordance with the provisions respecting quorum and voting. A motion respecting an amendment must be made and carried during a Regular meeting or Special meeting.
7. Resignation
7.1 Notice of Director resignation
7.1.1 Directors may resign from the Board at any time by:
- preparing a written statement that says the Director wishes to resign
- delivering the written statement by email or regular mail to the CEO, with a copy to the Chairperson
7.1.2 The resignation is effective on either:
- the date indicated by the resigning Director in their written statement or
- the date on which the written statement is received, if the resignation is to take place immediately
8. Effective date and publication
8.1 Effective date
8.1.1 This By-law takes effect on November 25, 2019, and incorporates changes effective as of September 19, 2022.
8.1.2 A copy of this By-law and any amendments must be sent to the Minister in writing as an annex to a letter from the Chairperson to the Minister on behalf of the Board within 30 calendar days of the effective date.
8.2 Publication
8.2.1 This By-law and any amendments must be available to the public, published online in an accessible format within 45 calendar days of the effective date and made available in alternate formats upon request.