All Canada Association of Chinese Immigration Consultants
Bylaws No. 1
PART 1 - GENERAL
(a) "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;
(b) "Articles" means the original or restated Articles of incorporation or Articles of amendment, amalgamation, continuance, reorganization, arrangement or revival of the Corporation;
(c) “Authorized Regulator” means:
(i) a body designated by the Minister pursuant to the relevant provision(s) of IRPA as the regulator of immigration consultants;
(ii) a body designated by the Minister pursuant to the relevant provision(s) of the Citizenship Act as the regulator of citizenship consultants;
(iii) a law society of a province or territory of Canada; or
(iv) the Chambre des notaires du Québec;
(d) “Authorized Representative” means Members in good standing of an Authorized Regulator;
(e) "Board" or BOD means the board of directors of the Corporation;
(f) "Bylaw" means this Bylaw and any other Bylaws of the Corporation as amended and which are, from time to time, in force and effect;
(g) “President” means the president of the Corporation, as elected by the Board from time to time;
(h) “Citizenship Act” means the Citizenship Act, R.S.C. 1985, c.29, including the regulations made pursuant to the Citizenship Act, and any statute or regulations that may be substituted, as amended from time to time;
(i) “Code of Conduct and Ethics” means the Code of Conduct and Ethics established by the ICCRC, as may be amended by the ICCRC from time to time;
(j) “Conduct of Concern” refers to concern that a Member has:
(i) violated any provision of the Articles, these Bylaws, Code of Conduct and Ethics, or any policy established or adopted by the Board; or,
(ii) engaged in conduct which may be detrimental to the Corporation and its Members, as determined by the Board in its sole and absolute discretion.
(k) “Corporation” means All Canada Association of Chinese Immigration Consultants;
(l) “De-Registered Member” means individual who was an Authorized Representative but who ceases to be registered with an Authorized Regulator;
(m) "Director" means a member of the Board;
(n) “IRPA” means the Immigration and Refugee Protection Act, S.C. 2001 c.27, including the regulations made pursuant to IRPA, and any statute or regulations that may be substituted, as amended from time to time;
(o) "Meeting of Members" includes an annual Meeting of Members or a special Meeting of Members;
(p) “Member” collectively means a Member of the Corporation of any class, unless it is explicitly referred to as Regular or Student Member, or otherwise;
(q) “Member in Good Standing” means a Member who has paid all applicable membership fees, dues and levies owing to the Corporation, is not under disciplinary action, suspension or expulsion, and who is in compliance with the Articles, the Bylaws and all policies of the Corporation, as determined by the Board;
(r) “Officers” means any Officers of the Corporation as elected by the Board pursuant to these Bylaws;
(s) "Ordinary Resolution" means a resolution passed by a majority of not less than 50% plus one of the votes cast on that resolution;
(t) “Regulated International Student Immigration Advisor” or “RISIA” means a person employed in the Education Sector whose job includes providing advice to students, and who is registered by the Immigration Consultants of Canada Regulatory Counsel as a “RISIA”;
(u) “Returning Member” is a person whose membership has expired and who has
submitted a written request to again become a Member;
(v) “Secretary” means the secretary of the Corporation, as elected by the Board from time to time;
(w) "Special Resolution" means a Members resolution passed by a majority of not less than two-thirds (2/3) of the votes cast on that resolution;
(x) “Term” means a period of time that a director or officer serves on the Board, or a Member serves as a Member of the Corporation, and includes a partial term or period of time acting in such capacity; and
(y) “Treasurer” means the treasurer of the Corporation, as appointed by the Board from time to time.
In the interpretation of this Bylaw, words in the singular include the plural and vice-versa, 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 Bylaws.
In the case of a discrepancy between these Bylaws and the Act, IRPA, IRPR and ICCRC Bylaw and Regulations, these Bylaws shall prevail.
1.3 Corporate Seal:
The Corporation may have a corporate seal in the form approved from time to time by the Board. If a corporate seal is approved by the Board, the Board shall make provisions for the custody of corporate seal. The Board shall also have power from time to time to destroy a seal and substitute a new seal in its place. The seal of the Corporation shall be affixed only when authorized by the Board, and then only in the presence of the person or persons prescribed by the Board, or, if no person or persons are prescribed, in the presence of any two directors.
1.4 Executions of Documents:
Instruments in writing requiring execution by the Corporation may be signed in such a manner as the Board may from time to time designate by resolution, and all instruments in writing so signed shall be binding upon the Corporation without any further authorization or formality. The Board shall have the power from time to time by resolution to appoint any person or persons on behalf of the Corporation either to sign instruments in writing generally or to sign specific instruments. Any person authorized to sign any document may affix the corporate seal (if any) to the document. Any signing officer may certify a copy of any instrument, resolution, Bylaw or other document of the Corporation to be a true copy thereof.
PART 2 - MEMBERSHIP
2.1 Regular Membership Conditions
All Regular Members in the Corporation shall be members of ICCRC in good standing.
2.2 Voting Rights and Memberships
All Regular Members, with the exception of Student Members, shall have the Right to Vote at Annual Member Meeting.
2.3 Regular Membership Qualifications
A person eligible to become a Regular Member of the Corporation shall:
(a) be a member in good standing of a body designated by the Minister under IRPA or the Citizenship Act as a regulator of immigration consultants or citizenship consultants;
(b) not be an undischarged bankrupt;
(c) not have a prior criminal record;
(d) submit a membership application to the Membership Services Committee in such form and manner as the Board or its delegate may determine;
(e) provide the following supporting documents to the Membership Services Committee:
(i) copy of a valid photo identification issued by the federal government of Canada or by a Canadian province or territory, or other forms of photo identification as acceptable by the Board;
(ii). proof of Canadian Citizenship or Canadian Permanent Residence; and
(iii). such other supporting documents as the Board or its delegate may from time to time determine;
(f) do not engage in any illegal or unethical activity which may bring the profession and the Corporation into unfavorable public light;
2.4 Term of Regular Membership.
A Regular Member’s term shall be from the date the Member was accepted into membership in the Corporation until the date such Regular Member fails to meet the requirements stipulated in the Bylaw.
2.5 Student Membership
A Student Membership Qualifications are the same as Regular Membership Qualification in Section 2.3, except for the requirement in Subsecton 2.3(a) shall be substituted for “a current registered Student in one of the ICCRC Accredited Immigration Practitioner’s Program”. A current official transcript or program official’s letter of enrollment will be acceptable evidence as the valid student status. The duration of such Student Membership shall be the date of the acceptance of such Student Member, until the receipt of ICCRC’s membership of such student, or any failure to meet the Student Membership Qualifications, whichever comes first.
The interest of a Member, either Regular or Student in the Corporation is not transferable.
PART 3 - MEMBERSHIP DUES AND TERMINATION
3.1 Membership Dues.
Members shall be notified in writing of any membership dues at any time payable by them and, if such dues are not paid within one calendar month of such notice, the Member shall be in default and shall automatically cease to be a Member of the Corporation as of the date of default.
3.2 Duties of Members
(a) All Members by their application for membership shall agree and shall be deemed to have agreed to the terms of the Bylaws, Code of Conduct and Ethics, and policies established or adopted by the Board or its Members from time to time, and all acts or things done thereunder, including the interpretation of any Bylaw, Code of Conduct and Ethics, and policies by the Board pursuant to the Bylaws.
(b) A Member shall be familiar with and comply with the provisions of these Bylaws, Code of Conduct and Ethics, and policies established or adopted by the Board from time to time.
(c) A Member shall exemplify professionalism and bring credit to the industry by building on the Corporation’s mission, values, and core goals. A Member shall:
(i) act in such a way as to maintain the integrity of Canada’s immigration system;
(ii) at all times perform his or her duties as immigration consultant or citizenship consultant in a professional manner;
(iii) not engage in Conduct of Concern or conduct unbecoming of a Member.
(d) A Member shall immediately advise the Corporation in writing of any change in his or her professional circumstances that could reasonably affect his or her ability to practice as an immigration consultant or citizenship consultant, or bring discredit to the profession or the Corporation.
(e) A Member shall immediately advise the Corporation in writing if, at any time, he or she ceases to be registered with an Authorized Regulator.
(f) A Member shall only use the Corporation name and logo, and Membership Certificates issued by the Corporation, in accordance with the Corporations’ Bylaws, Code of Conduct and Ethics, and policies established or adopted by the Board from time to time.
(g) The failure to abide by these duties may lead to sanctions provided for in these Bylaws.
3.3 Termination of Membership.
(a) Membership in the Corporation is terminated when:
(i) the Member dies;
(ii) a Member fails to maintain any qualifications for membership specified in respective sections under Part 2 of these Bylaws;
(iii) the Member resigns by delivering a written resignation to the registered office of the Corporation, in which case such resignation shall be effective on the date specified in the resignation;
(iv) the Member is terminated by failing to perform the duties under the Bylaws;
(v) any specified term of membership expires; and,
(vi) the Member fails to pay its membership dues in accordance with section 3.1. of these Bylaws.
(b) Subject to the articles, upon any termination of membership, the rights of the Member, including any rights in the property of the Corporation, automatically cease to exist.
3.4 Effect of Termination
(a) In the event a Member is terminated from Membership in the Corporation in accordance with section 3.3 of these Bylaws, the Member shall not be entitled to exercise any of the rights of being a Member of the Corporation under these Bylaws and the Act, including, but not limited to, the following:
(i) the right to receive notice of any Members’ meetings; and,
(ii) the right to use any designation, title, term, initials or description implying that the suspended Member is a Member of the Corporation during the term of suspension.
(b) A Member terminated shall be barred from being a Member again for one year from the date of such Member’s termination unless a decision is made by the Board to restore the Member to good standing.
PART 4 - MEETINGS OF MEMBERS
4.1 Annual Meeting.
The annual meeting of the Members shall be held on such day in each year and at such time as the Board may by resolution determine at any place within Canada or, if all of the Members so agree, outside Canada. The annual meeting of the Members shall be hosted each year by a different Region as determined by the Board.
4.2 Special General Meeting.
Other meetings of the Members which are not the annual meetings of the Members may be convened by order of the President at any date and time and at any place agreed by the board. The Board shall call a special general meeting of the Members upon delivery to the Secretary of a written requisition requesting a meeting, specifying the purposes of such meeting and signed by not less than 20% of the Members in Good Standing and entitled to vote at such meeting.
4.3 Persons Entitled to be Present.
The only persons entitled to be present at a Meeting of Members shall be the Members in Good Standing, the directors and the Public Accountant (if any) of the Corporation, and such other persons who are entitled or required under any provision of the Act, the Articles or these Bylaws to be present at the meeting. Any other person may be admitted only on the invitation of the President of the meeting.
4.4 Chair of the Meeting.
The President shall act as chair of any meeting of the Members. In the event that the President is unavailable, the vice-President shall act as the chair. In the event that the vice-President is unavailable, the Secretary shall act as the chair. In the event that the Secretary is unavailable, then the Regular Members who are present and entitled to vote at the meeting shall choose one of the directors who is present to act as chair, provided that if no directors are present or if all directors who are present decline to act as chair, then the Members who are present and entitled to vote at the meeting shall choose one of their members to act as chair.
4.5 Proceedings at Annual Meetings of the Members.
The following business shall be transacted at every annual meeting of the Members:
(a) delivery of reports from all committees;
(b) review of the Corporation’s financial statements and presentation of the auditors’ report for approval by the Members entitled to vote;
(c) appointment of the auditor for the ensuing year;
(d) elections of directors by way of ratifying resolution of election results previously collected, if required pursuant to these Bylaws;
(e) granting of awards, if any, for outstanding Member service to the Corporation;
(f) any member proposals submitted by a Member entitled to vote, provided such member proposal was submitted by the Member in accordance with the requirements of section 163 of the Act; and
(g) any other business raised by the Board or the Members in accordance with the Act and these Bylaws.
4.6 Notice of Meeting of Members.
Notice of the time and place of a Meeting of Members shall be given to each Member by the following means:
(a) mail, courier or personal delivery during a period of 21 to 60 days before the day on which the meeting is to be held;
(b) telephonic, electronic or other communication facility during a period of 21 to 35 days before the day on which the meeting is to be held;
(c) affixing the notice, no later than 30 days before the date of the meeting, to a notice board (either physical or electronic) on which information with respect to the Corporation’s activities is regularly posted and that is located in a place frequented by Members; or
(d) by publication at least once in a publication of the Corporation that is sent to all Members, during the period of 21 to 60 days before the meeting.
A quorum at any meeting of the Members shall be no less than fifty percent (50%) Members entitled to vote at the meeting present in person, by proxy or attending by telephone or other electronic means. If at any time during a meeting of the Members there ceases to be a quorum present, business then in progress shall be suspended until there is a quorum present. If a quorum is not present within 30 minutes of the start time designated for the meeting of the Members, the Members then present, or failing that, any two directors, may adjourn the meeting to a fixed time and place pursuant to Section 4.8.
Notice of the adjourned meeting of the Members is not required to be given if the time and place of the adjourned meeting is announced at the original meeting. If at the adjourned meeting a quorum is not present, the Members present shall constitute a quorum. No business shall be transacted at the adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.
At any meeting of the Members, every question shall, unless otherwise required by the Articles, these Bylaws or the Act, be determined by a majority of the votes cast on the question.
(a) A Regular Member in Good Standing and is present in person or by proxy at a meeting or who is present by electronic means pursuant to section 4.10 is entitled to one vote.
(b) Unless otherwise required by the Act or the Bylaws, voting at the annual meetings of the Members shall be conducted by a show of hands, unless a Member entitled to vote at the meeting requests the vote to occur by way of a ballot, in which case that vote shall be held by ballot. Members entitled to vote who are attending meetings electronically shall submit their votes by electronic means (such as, but not limited to, via email address on file and written consent of voting through email).
(c) In the case of an equality of votes at any meeting of the Members, the chair of the meeting shall not have a second or casting vote and the proposed resolution shall not pass.
(d) At any meeting of the Members, unless a poll is demanded, a declaration by the chair of the meeting that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive evidence of the fact.
4.10 Electronic Participating.
Unless the Bylaws otherwise provide, any person entitled to attend the meeting of the Members may participate in the meeting, in accordance with the regulations to the Act, if any, by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting, if the Corporation makes available such a communication facility. A person participating in a meeting by such means is deemed for the purposes of the Act to be present at the meeting. The chair of the meeting shall ensure that each particular meeting is handled in a secure fashion. Members entitled to vote at the meeting and attending by telephone or electronic means shall be entitled to vote at meetings of Members by verbal or electronic ballots.
Regular Members and who are entitled to vote but are not in attendance at a Meeting of Members may vote by appointing in writing a proxy holder, and may also appoint one or more alternate proxy holders, all such proxy holders to be Regular Members in Good Standing and who are not appointed as proxy holder for more than five other Regular Members, to attend and act at the meeting in the manner and to the extent authorized by the proxy and with the authority conferred by it subject to the following requirements:
(a) the Member’s authorized agent:
(i) notify the Board no later than the last business day preceding the day of the meeting, or the day of the continuation of that meeting after an adjournment of that meeting, at which the proxy is to be used, or
(ii) with the chair of the meeting on the day of the meeting or the day of the continuation of that meeting aft(a) a proxy is valid only at the meeting in respect of which it is given or at a continuation of that meeting after an adjournment;
(b) a Member may revoke a proxy by depositing a written instrument signed by the Member or byer an adjournment of that meeting;
(c) a proxy holder or an alternate proxy holder has the same rights as the Member by whom they were appointed, including the right to speak at a Meeting of Members in respect of any matter, to vote by way of ballot at the meeting, to demand a ballot at the meeting and, except where a proxy holder or an alternate proxy holder has conflicting instructions from more than one Member, to vote at the meeting by way of a show of hands;
(d) if a form of proxy is created by a person other than the Member, the form of proxy shall:
(i) indicate, in bold-face type,
- the meeting at which it is to be used,
- that the Member may appoint a proxy holder, other than a person designated in the form of proxy, to attend and act on their behalf at the meeting, and
- instructions on the manner in which the Member may appoint the proxy holder,
(ii) contain a designated blank space for the date of the signature,
(iii) provide a means for the Member to designate some other person as proxy holder, if the form of proxy designates a person as proxy holder,
(iv) provide a means for the Member to specify that the membership registered in their name is to be voted for or against each matter, or group of related matters, identified in the notice of meeting, other than the appointment of a public accountant and the election of directors,
(v) provide a means for the Member to specify that the membership registered in the Member’s name is to be voted or withheld from voting in respect of the appointment of a public accountant or the election of directors, and
(vi) state that the membership represented by the proxy is to be voted or withheld from voting, in accordance with the instructions of the Member, on any ballot that may be called for and that, if the Member specifies a choice under subparagraph (iv) or (v) with respect to any matter to be acted on, the membership is to be voted accordingly;
(e) a form of proxy may include a statement that, when the proxy is signed, the Member confers authority with respect to matters for which a choice is not provided in accordance with subparagraph (d)(iv) only if the form of proxy states, in bold-face type, how the proxy holder is to vote the membership in respect of each matter or group of related matters;
(f) if a form of proxy is sent in electronic form, the requirements that certain information be set out in bold-face type are satisfied if the information in question is set out in some other manner so as to draw the addressee’s attention to the information; and
(g) a form of proxy that, if signed, has the effect of conferring a discretionary authority in respect of amendments to matters identified in the notice of meeting or other matters that may properly come before the meeting shall contain a specific statement to that effect.
PART 5 - REGIONS
- Regions represent the geographic distribution of the Members. The geographical divisions of Regions and the number of Regions shall be determined by the Board from time to time in its discretion. A Member whose primary business address (or home address, if the Member does not have a business address) is within the geographic region of a Region shall be deemed to be a Member of that Region. A Member may not be a Member of more than one Region at any time. In the event of uncertainty, the Board in its discretion shall determine a Member’s Chapter membership.
(b) Regions shall be divided into Atlantic Region (NS, NB, PEI, NFL), Quebec Region, Ontario Region, Prairie Region (AB, SK, MB), Western Region (BC, YK, NW)
5.2 Region Committees.
(a) The Board shall appoint a Region Committee to represent each Region. For each Region Committee, the Board shall appoint a chair, who must be both a director and a Member of the Region. The Board shall appoint such other Region Committee Members as it sees fit from among the Members of the Region.
(b) Region Committee Members shall be appointed for terms of two years. Region Committee Members may serve a maximum of two consecutive two-year terms (for a total of four consecutive years), after which time such committee members may only be re-appointed to a Region Committee after a waiting period of a minimum of two years.
(c) If the chair of a Region Committee ceases to be a director, the Board will immediately appoint another person from among the directors of that Region to hold such position for the remainder of the chair’s term.
(d) The Region Committees shall:
(i) only address local issues within that Region’s jurisdiction and shall defer to the Board on national and any other issues;
(ii) operate in compliance with the policies approved by the Board for each Region, as may be amended from time to time; and
(iii) perform such duties as the Board may from time to time determine.
PART 6 - DIRECTORS
The Board shall consist of an odd number of three up to eleven directors. There shall at all times be at least one director from each Region elected or appointed to the Board.
Subject to the Act, the Articles and any unanimous Member agreement, the Board shall manage or supervise the management of the activities and affairs of the Corporation. Without limiting the generality of the foregoing, the Board may make, amend and repeal such policies as it determines from time to time.
6.3 Director Conduct.
Directors shall conduct themselves in accordance with the Act, the Articles, the Bylaws and any policies of the Corporation, as may be amended from time to time.
6.4 Director Qualifications.
Members must meet the following qualifications to be eligible for election or appointment as a director of the Corporation:
(a) Not be an undischarged bankrupt;
(b) be a Regular Member in Good Standing of the Corporation;
(c) not have previously been removed as a director by the Members or had his or her office as director automatically vacated pursuant to section 6.7 of these Bylaws;
(d) not have previously been removed as an officer of the Corporation by the Board;
(e) not currently be a director or officer of and shall not, during his or her term of being a director of this Corporation, hold an executive or staff position with another immigration advocacy organization, an organization providing services equivalent or similar to the Corporation;
(f) possess a minimum of two years membership of the Corporation (except the very first board directors for which such minimum membership experience requirement shall be waived), or other equivalent experience as determined by the Board from time to time;
(g) has not resigned during his or her term of office as director at any time within the previous two-year term; and;
(h) has not been reinstated within the last four years following a termination or Suspension due to ethical violations to either the Corporation, ICCRC or another immigration advocacy organization, an organization providing services equivalent or similar to this Corporation.
6.5 Nomination Procedure.
Potential candidates for the position of director must be nominated for election to the Board as follows:
(a) At least eight weeks prior to the expiry of a director’s term, the Secretary shall provide notice to the Members in Good Standing and entitled to vote at a meeting of members of a pending vacancy on the Board. Such notice shall include information about the qualifications for the position and the Corporation’s nomination and voting procedures or policies currently in effect.
(b) Any five Regular Members in Good Standing may nominate any other Regular Member in Good Standing for the position of director by mailing, or by any acceptable electronic means explicitly provided in Secretary’s voting Notice as mentioned in subsection 6.5(a), a nomination to the Secretary at least six weeks prior to the expiry of the current director’s term.
(c) In order to be accepted as a candidate for the position of director and be added to the election ballot, a nominee must:
(i) provide written acceptance to the Secretary of the nomination set out in subsection (b) above at least five weeks prior to the expiry of the current director’s term;
(ii) declare in writing that the candidate will observe the provisions of the Act, the Articles, the Bylaws, and any policies of the Corporation, including without limitation the Corporation’s election procedures; and
(iii) deliver to the Secretary a biography summarizing the candidate’s skill set and experience, a summary of the candidate’s vision and priorities for the Corporation, and the candidate’s proposed contribution to the Corporation based on the Corporation’s most recent strategic plan and financial information, for circulation at least five weeks prior to the expiry of the current director’s term.
(d) The chair of the Governance and Nomination Committee, or such other person as designated by the Board, must disqualify any nominee whose nomination or election contravenes the Act, the Articles or the Bylaws.
(e) The Governance and Nomination Committee, or such other person or committee as designated by the Board, may require a nominee to provide a police record check, Letter of Good Standing from ICCRC or other Professional Regulatory/Licensing Body should the candidate also be a licensed member of other professions, and may disqualify any nominee who possesses a prior criminal record or other Professional Regulatory/Licensing Body’s suspension, license revocation and other sanction or disciplinary actions.
6.6 Election and Term.
Directors shall be elected as follows:
(a) Subject to the Articles, the Members entitled to vote at the meeting shall elect the directors at the annual meeting at which an election of directors is required, and the directors shall be elected to hold office for a term of two years, unless otherwise appointed in accordance with the Act, the Articles and the Bylaws.
(b) A director’s term ends at the time of termination or adjournment of the meeting at which that director’s successor is elected or appointed, unless terminated earlier pursuant to the terms of the Act or these Bylaws.
(c) A director may be eligible for re-election.
The position of a director shall automatically be vacated if a director:
(a) ceases to be a Regular Member in Good Standing;
(b) is not in good standing with the regulatory body for Authorized Representatives as applicable to that director;
(c) becomes bankrupt or suspends payment of debts generally or compounds with creditors or makes an authorized assignment or is declared insolvent;
(d) is mentally incapable, of unsound mind, or becomes incapable of managing his or her affairs;
(e) by noticing in writing to the Corporation resigns as a director, which resignation shall be effective at the time it is received by the Board or at the time specified in the notice, whichever is later;
(f) subject to section 130(2) of the Act (Exception to Removal of Directors), is removed from office before the expiration of the director’s term by an Ordinary Resolution passed by the Regular Members who are Members in Good Standing present in person or represented by proxy or electronically pursuant to section 5.10 at a meeting of the Members called for such purpose;
(h) is absent from three meetings of the Board in any fiscal year of the Corporation without reasonable excuse, as determined by the Board. For purposes of this subparagraph, “reasonable excuse” may include, without limitation: a failure of the Corporation to give appropriate notice to the director of the meeting; a serious illness of the director; a death or serious illness in the director’s family; or a requirement to attend a legal proceeding where the director has, except in the case of an emergency, given advance written notice to the Secretary of his or her inability to attend the meeting. The director shall provide, upon request of the President, evidence to support the reason for any absences from meetings of the Board;
(i) by resolution of the Board ratified by a majority of the Regular Members in Good Standing at a meeting called for that purpose, if a director repeatedly fails to diligently discharge his/her duties as a director; and
(j) at any time fails to meet the qualifications set out at section 6.4 of these ByLaws.
6.8 Filling Board Vacancies.
(a) Any vacancy on the Board may be filled for the remainder of the unexpired term by a Regular Member meeting the qualifications of a director set out in section 6.4 of these Bylaws and appointed by a majority resolution of the Board. If the Board is unable to establish a quorum for purposes of passing this resolution, then the remaining directors shall forthwith call a meeting of the Regular Members for the purpose of appointing a director to fill the vacancy; provided if there are no directors then in office, the meeting of Regular Members may be called by any one Regular Member.
(b) Any vacancy which is not filled pursuant to subsection (a) above shall be filled for the remainder of the unexpired term at the next annual meeting of the Members at which the directors for the upcoming year are elected or appointed.
(c) Any person elected or appointed as a director to fill a vacancy on the Board pursuant to this section will serve the remaining period of the unexpired term in which the vacancy occurred, and such term shall not be counted as a term completed by that director for purposes of section 6.6(c) (Re-election) of these ByLaws.
6.9 Remuneration of Directors.
Directors may be entitled to receive remuneration for acting as a director, subject to the Board’s approval and the following:
(a) the amount of the remuneration that an individual director may receive must be approved or must have in the past been approved by a majority vote of the Board;
(b) if any director is to receive remuneration that is at least 5% higher than the director received in the previous year for holding the same director position, then the increase in remuneration must also be approved by a majority vote of the Regular Members present or represented by proxy at a meeting of the Members; and
(c) all directors shall be entitled to be reimbursed for reasonable expenses incurred in the performance of the director’s duties, provided such expenses are preapproved by the Board.
6.10 Conflict of Interest.
(a) A director who is in any way directly or indirectly interested in a contract or material transaction, whether made or proposed, shall comply with the disclosure and other requirements of section 141 of the Act (Disclosure of Interest), and such director shall remove himself or herself from the discussion and vote on any resolution to approving such contract or material transaction. The remaining directors shall consider and approve or reject any contract or material transaction where a director has made disclosure under this subsection.
(b) In supplement of and not by way of limitation upon any rights conferred upon directors by section 141 of the Act (Disclosure of Interest) and specifically subject to the provisions contained in that section, no director shall be disqualified from office or required to vacate the office of director by reason of holding any office or place of profit under the Corporation or under any corporation in which the Corporation is a shareholder, or by reason of being otherwise in any way directly or indirectly interested in or contracting with the Corporation as a vendor, purchaser or otherwise being concerned in any contract or arrangement made or proposed to be entered into with the Corporation in which the director is in any way directly or indirectly interested.
(c) Subject to the Act, a contract or transaction for which disclosure is required pursuant to subsection 6.10(a) is not invalid, and the director is not accountable to the Corporation or its Members for any profit realized from the contract or transaction, because of the director’s interest in the contract or transaction or because the director was present or was counted to determine whether a quorum existed at the meeting of the Board or the committee that considered the contract in question if:
(i) disclosure of the interest was made in accordance with this section 6.10;
(ii) the other directors approved of the contract or transaction in accordance with this section 6.10; and
(iii) the contract or transaction was reasonable and fair to the Corporation when it was approved, as determined by the directors entitled to vote on the contract or transaction.
PART 7 - MEETINGS OF DIRECTORS
7.1 Place of Meeting.
Meetings of the Board may be held at any place within or outside Canada, or by electronic means, as agreed by the majority of the Directors.
7.2 Calling of Meetings.
Meetings of the Board may be called by the President or any three directors at any time, provided that there shall be at least four meetings of the Board in each fiscal year of the Corporation. The Secretary, when directed or authorized by the President or any three directors, shall convene a meeting of the Board.
7.3 Regular Meetings.
The Board may appoint a day or days in any month or months for regular meetings of the Board at a place and hour to be named. A copy of any resolution of the Board fixing the place and time of such regular meetings of the Board shall be sent to each director forthwith after being passed, but no other notice shall be required for any such regular meeting except if Subsection 136(3)(Notice of Meeting) of the Act requires the purpose thereof or the business to be transacted to be specified in the notice.
7.4 Notice of Meeting.
Notice of the time and place for the holding of a meeting of the Board shall be given in the manner provided in Part 11 of these Bylaws to every director of the Corporation not less than seven days before the time when the meeting is to be held, if sent by mail, and not less than 48 hours before the time when the meeting is held, if sent by any other method of providing notice. Notice of a meeting shall not be necessary if all of the directors are present, and none objects to the holding of the meeting, or if those absent have waived notice of or have otherwise signified their consent to the holding of such meeting. Unless these Bylaws or the Act otherwise provide, no notice of meeting need specify the purpose or the business to be transacted at the meeting, except that a notice of meeting of directors shall specify any matter referred to in Subsection 138(2) (Limits on Authority) of the Act that is to be dealt with at the meeting. For a meeting of the Board that is held immediately following the election or appointment of directors by the Members or for a meeting of the Board at which a director is appointed to fill a vacancy in the Board, no notice shall be required to be given to the newly elected or appointed directors. No error or accidental omission in giving notice of any meeting of the Board shall invalidate such meeting or make void any proceedings taken at such meeting.
A majority of the number of directors, present in person or by telephone or electronic means constitutes a quorum at any meeting of the directors, and, despite any vacancy among the directors, a quorum of directors may exercise all of the powers of the directors. If a quorum is not present at the meeting of the directors, the directors then present, may adjourn the meeting to a fixed time and place pursuant to Section 7.6.
Any meeting of the Board may be adjourned from time to time by the chair of the meeting, with the consent of the directors present at the meeting which is to be adjourned, to a fixed time and place. Notice of any adjourned meeting of the Board is not required to be given if the time and place of the adjourned meeting is announced at the original meeting. Any adjourned meeting shall be duly constituted if held in accordance with the terms of the adjournment and a quorum is present there at. The directors who formed a quorum at the original meeting are not required to form the quorum at the adjourned meeting. If there is no quorum present at the adjourned meeting, the original meeting shall be deemed to have terminated forthwith after its adjournment. Any business may be brought before or dealt with at any adjourned meeting which might have been brought before or dealt with at the original meeting in accordance with the notice calling the same.
7.7 Votes to Govern.
Each director is authorized to exercise one vote. 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.
7.8 Meetings by Electronic Means.
If the majority of the directors of the Corporation consent thereto generally or in respect of a particular meeting, a director may participate in a meeting of the Board or of a committee of the Board by means of telephone, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting. When a meeting is held by telephone, electronic or other communication facility, the chair of the meeting shall confirm the presence or absence of each director orally and confirm to the other directors present whether or not a quorum has been established. At meetings held by telephone, electronic or other communication facility, every question shall be decided by an oral poll taken by the chair of the meeting and recorded by the secretary thereof.
The chair of any meeting of the directors shall be the President. If the President is not available, the chair of the meeting shall be the vice-President. If the vice-President is not available, the chair of the meeting shall be the Secretary. If the Secretary is not available, the chair of the meeting shall be a director who is present and is chosen to fill the position of chair by a majority of the directors present.
If the Secretary is absent, the chair of the meeting shall appoint any individual, who need not be a director, to act as secretary of the meeting.
The immediate past-President of the Corporation shall be entitled to notice of and to attend all meetings of the Board for as long as the past-President’s entire term. Unless the past-President is also a director, the past President shall not be entitled to vote at such meetings of the Board.
7.12 Minutes of Meetings.
Unless otherwise required by the Act, the minutes of the Board meetings shall not be available to the Members but shall be available to the Board, each of whom shall receive a copy of such minutes.
7.13 Decisions by Consensus.
A resolution in writing, signed by all the directors entitled to vote on that resolution and otherwise compliant with section 140 of the Act (Validity of Signed Resolutions) is as valid as if it had been passed at a meeting of the directors.
7.14 Decisions by Consensus by Electronic Means.
A resolution in writing, and agreed to by way of an email sent by each of the director’s entitled to vote on that resolution and otherwise compliant with section 137 is as valid as if it had been passed at a meeting of the directors. If each of the directors entitled to vote on the resolution does not indicate his or her agreement by way of email, then there is no consensus and a meeting may be called for that purpose.
PART 8 - FINANCIAL MATTERS
8.1 Financial Year End
The financial year end of the Corporation shall be December 31 in each year, unless determined otherwise by the board of directors.
8.2 Banking Arrangements.
The banking business of the Corporation shall be transacted at such bank, trust company or other firm or corporation carrying on a banking business in Canada or elsewhere as the Board may designate, appoint or authorize from time to time by resolution. The banking business or any part of it shall be transacted by an officer or Officers of the Corporation and/or other persons as the Board may by resolution from time to time designate, direct or authorize.
8.3 Annual Financial Statements.
The Corporation may, instead of sending copies of the annual financial statements, the report of the public accountant (if any), and any further information respecting the financial position of the Corporation and the results of its operations as may be required by the Articles, these Bylaws or any unanimous Member agreement, provide such items to the Members by the following means:
(a) publishing a notice to its Members stating that the annual financial statements and such other documents described above are available at the office of the Corporation and any Member may, on request, obtain a copy free of charge at the office or by prepaid mail, or email on file; or
(b) upon approval by Ordinary Resolution of the Members, by posting the annual financial statements and such other documents described above in the members only section on the Corporation’s website, provided that the Corporation publishes a notice to its Members stating that the financial information with respect to the Corporation is available on its website.
8.4 Grants and Donations.
The Board shall take such steps as it may deem appropriate to enable the Corporation to acquire, accept, solicit or receive legacies, gifts, grants, settlements, bequests, endowments and donations of any kind whatsoever for the purpose of furthering the objects of the Corporation.
8.5 Books and Records.
The Board shall ensure that all necessary books and records of the Corporation required by the Act, the Bylaws and any other applicable law are regularly and properly kept.
The Regular Members shall at each annual meeting of the Members appoint an auditor (a Member in Good Standing) to ensure Book and Records were done accurately.
8.7 Spending Power
All expense requests have to be pre-approved by the Board and Finance Committee.
PART 9 - COMMITTEES
(a) The Board may from time to time appoint any committee or other advisory body as it deems necessary or appropriate for such purposes and, subject to the Act, with such powers as the Board shall see fit. Unless otherwise provided in these ByLaws, the Board shall appoint committee Members by majority vote.
(b) The standing committees of the Board shall be:
(ii) the Public Relation Committee;
(iii) the Finance Committee;
(iv) the Membership Services Committee;
(v) the Education and Training Committee; and
(vi) the Ethics Committee.
9.2 Committee Composition.
(a) The President shall be an ex officio Member of every committee of the Corporation.
(b) Any committee Member may be removed by resolution of the Board.
(c) For each committee, the Board shall appoint a director to act as the chairperson of the committee, and a director to act as a vice chairperson of the committee.
(d) If the chairperson is absent from a committee meeting, the vice-chairperson shall act as the chair at the committee meeting.
(e) Other members of each committee shall be Members in good standing in Corporation.
(d) The members of each committee shall be either three, five, seven or nine.
9.3 General Duties and Powers of Committees.
Subject to the Bylaws and any resolution passed by the Board, each committee may meet for the transaction of business, adjourn and otherwise regulate its meetings as it sees fit and may from time to time adopt, amend or repeal rules or procedures in this regard. All committees shall operate in accordance with the direction provided by the Board from time to time. Subject to the Act, the provisions of Part 7 of these Bylaws shall apply to meetings of every committee.
9.5 Public Relation Committee.
(a) The Public Relation Committee shall be comprised of the Secretary and two other director.
(b) The Secretary shall be the chair of the Public Relation Committee.
(c) The Board shall appoint a director to be the vice-chair of the Public Relation Committee.
(d) The role of the Public Relation Committee is to:
(i) recommend to the Board goals and priorities for the Governance and Nomination Committee; (ii) ensure the structure, order and general continuity of the Corporation; and
(iii) liaison with ICCRC, Parliament, other Government branches if necessary, Media and other news agencies.
9.6 Finance Committee.
(a) The Finance Committee shall be comprised of not less than two directors;
(b) Members Finance Committee shall be appointed by the Board and shall serve for two year terms.
(c) The role of the Finance Committee is to:
(i) provide bookkeeping and accounting for the Corporation;
(ii) thoroughly review financial statements of the Corporation and when appropriate, recommend their approval to the Board;
(iii) review with management and the Board changes to accounting policies, disclosures, practices, key estimates and judgments to determine whether they are fair, accurate and prudent; (iv) review with management and the Board the identification and assessment of any significant financial risks to the Corporation, and oversee specific key corporate risks that fall within the Audit and Finance Committee’s mandate;
(v) provide oversight of the organization’s conflict of interest policy and keep the Board apprised of any changes required in the policy or its implementation;
(vi) draft and recommend to the Board the Corporation’s operating budget and monitor such budget and other financial and material resources of the Corporation;
(vii) supervise the preparation of the annual audited financial reports;
(viii) review the annual audited financial reports;
(ix) cause an investigation to be made into any matter brought to its attention within the scope of its duties. The Finance Committee will promptly report any such actions to the Executive Committee;
(x) make recommendations to the Board based on the Finance Committee’s review activities; (xi) ensure proper management of remuneration, expense reimbursement and any other payment to Directors and Officers of the Board and staff,
(xii) review banking and signing authority arrangements, and cash management controls, to ensure that they are in accordance with the needs of the corporation; and,
(xiii) perform such other tasks as the Boar may from time to time determine.
9.7 Membership Services Committee
(a) The Membership Services Committee shall be comprised of three directors of the Corporation.
(b) The Membership Services Committee shall:
(i) review and approve or reject applications for membership in the Corporation in accordance with section 2.3;
(ii) oversee and supervise membership recruitment campaigns;
(iii) review and recommend changes in membership Administrative Policies to the Board; and (v) perform such other tasks as the Board may from time to time determine.
9.8 Education and Training Committee
(a) The Education and Training Committee shall be comprised of two directors of the Corporation chosen by the Board.
(b) The Education and Training Committee shall:
(i) organize, plan and deliver member education programs;
(ii) assist external organizations with the organization and delivery of educational programs deemed by the Board as being beneficial to the Members of the Corporation; and
(iii) apply for CPD hour approval from ICCRC, should the education programs are established and organized well.
9.9 Ethic Committee
Members of this Committee shall go on Authorized Regulator website to identify any Corporate members being subject to Authorized Regulator’s sanction.
PART 10 - EXECUTION OF DOCUMENTS
10.1 Execution of Documents.
Instruments in writing requiring execution by the Corporation may be signed in such a manner as the Board may from time to time designate by resolution and all instruments in writing so signed shall be binding upon the Corporation without any further authorization or formality. The Board shall have the power from time to time by resolution to appoint any person or persons on behalf of the Corporation either to sign instruments in writing generally or to sign specific instruments. Any person authorized to sign any document may affix the corporate seal (if any) to the document. Any signing officer may certify a copy of any instrument, resolution, Bylaw or other document of the Corporation to be a true copy thereof.
PART 11 - AMENDMENT OF Bylaws AND FORMULATION OF POLICIES
11.1 Amendment by Board.
The Board may from time to time make, amend or repeal the Bylaws in accordance with section 152 of the Act.