BY‐LAW NO. 1
CANADIAN COUNCIL OF INDEPENDENT LABORATORIES/
CONSEIL CANADIEN DES LABORATORIES INDEPENDENTS
TABLE OF CONTENTS
BY ‐ LAW NO. 1
A by‐law relating generally to the conduct of the affairs of Canadian Council of Independent Laboratories / Conseil canadien des laboratories independents (the “Corporation”)
BE IT ENACTED as a by‐law of the Corporation as follows:
1.01 DefinitionIn this by‐law and all other by‐laws of the Corporation, unless the context otherwise requires:
“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;
“special resolution” means a resolution passed by a majority of not less than two‐thirds (2/3) of the votes cast on that resolution.
“division” means a Corporate member discipline group as defined by the board.
In the interpretation of this by‐law, 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 by‐laws.1.03 Corporate SealThe 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 Secretary of the Corporation shall be the custodian of the corporate seal.1.04 Execution of Documents
- Deeds, transfers, assignments, contracts, obligations and other instruments in writing requiring execution by the Corporation may be signed and/or certified by the President, and any one other of the Vice‐President, Secretary, Treasurer or Secretary‐Treasurer,
- where these functions are combined. In addition, the board may from time to time direct the manner in which and the person or persons by whom a particular document or type of document shall be executed. Any person authorized to sign any document
may affix the corporate seal (if any) to the document.
- Signing authority for financial disbursements of the Corporation shall be as determined by the board.
1.05 Financial Year
The financial year end of the Corporation shall be the 31st day of December in each year.
1.06 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.
1.07 Borrowing Powers
The directors of the Corporation may, without authorization of the members,
- borrow money on the credit of the Corporation;
- issue, reissue, sell, pledge or hypothecate debt obligations of the Corporation;
- give a guarantee on behalf of the Corporation; and
- mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the Corporation, owned or subsequently acquired, to secure any debt obligation of the Corporation.
1.08 Annual Financial Statements
The Corporation shall send to the Corporate members a copy of the annual financial statements and other documents referred to in subsection 172(1) (Annual Financial Statements) of the Act or a copy of a publication of the Corporation reproducing the information contained in the documents. Instead of sending the documents, the Corporation may send a summary to each Corporate member along with a notice informing the member of the procedure for obtaining a copy of the documents themselves free of charge. The Corporation is not required to send the documents or a summary to a Corporate member who, in writing, declines to receive such documents.
Appointment of a Public Accountant shall be approved by the Corporate members at the annual meeting of Corporate members. The Public Accountant shall conduct an audit engagement as directed, of the accounts of the Corporation for the fiscal year in which the appointment is made.
- Corporate members shall be limited to Corporations or Proprietorships which are principally engaged in testing, analysis, inspection, sampling, consultation, process control, and/or research for clients and which operate independently and without any conflict of interest as determined by the board. Each Corporate member shall have one (1) vote at meetings of members and shall appoint one or more nominees to exercise the vote.
- Associate Corporate members shall not be entitled to hold office or vote at meetings of members. Participation by Associate Corporate members for part or all of any meeting shall be in the discretion of the chairperson of the meeting, however they shall otherwise be entitled to the privileges of membership afforded to Corporate members.
- Observer membership may be granted to trade and standards associations with which a dialogue and association is considered by the board to be beneficial to the Corporation. Participation by Observer members for part or all of any meeting of members shall be in the discretion of the chairperson of the meeting. Observer members shall not vote at meetings of members and shall not pay membership dues.
- Honorary membership may be granted by the board to individuals who have made a significant contribution to the Corporation through long and distinguished service at the executive level of the Corporation or individuals who provided significant assistance and support to the Corporation. Honorary members receive an appropriate citation, shall not pay membership dues and are not entitled to attend or vote at meetings of members, unless the Honorary member is a nominee of a Corporate
member. Honorary membership is granted for the life of the Honorary member.
2.02 Membership Transferability
A membership may only be transferred to the Corporation. 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.
2.03 Notice of Members Meeting
Notice of the time and place of a meeting of Corporate members shall be given to each Corporate member by the following means:
(a) by mail, courier or personal delivery to each member entitled to vote at the meeting, during a period of 21 to 60 days before the day on which the meeting is to be held; or (b) by telephonic, electronic or other communication facility to each member entitled to vote at the meeting, during a period of 21 to 35 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 Corporation to change the manner of giving notice to members entitled to vote at a meeting of members.
Meetings of Corporate members may be called at any time by the President, or upon the request of at least three members of the board.
2.04 Members Calling a Members’ Meeting
The board of directors shall call a special meeting of Corporate members in accordance with Section 167 of the Act, on written requisition of Corporate members carrying not less than 5% of the voting rights or 10 voting members whichever is the lesser.
If the directors do not call a meeting within twenty‐one (21) days of receiving the requisition, any Corporate member who signed the requisition may call the meeting.
2.05 Absentee voting at Members’ Meetings
There shall be no absentee voting at meetings of Corporate members.
2.06 Fundamental Change
Pursuant to subsection 197(1) (Fundamental Change) of the Act, a special resolution of the Corporate 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).
(197(1)(e) change a condition required for being a member.)
(197(1)(h) add, change or remove a provision respecting the transfer of a membership.)
(197(1)(l) change the manner of giving notice to members entitled to vote at a meeting of members.)
(197(1)(m) change the method of voting by members not in attendance at a meeting of members.)
- the member dies, or, in the case of a member that is a corporation, the corporation is dissolved;
- a member fails to maintain any qualifications for membership described in the section on membership conditions of these by‐laws;
- the member resigns by delivering a written resignation to the Corporation in which case such resignation shall be effective on the date specified in the resignation;
- the member is expelled in accordance with any discipline of members section or is otherwise terminated in accordance with the articles or by‐laws;
- the member’s term of membership expires; or
- the Corporation is liquidated or dissolved under the Act;
- by resolution passed by at least three‐quarters of the votes cast at any annual meeting of members or by Secret Letter Ballot of the Corporate members;
- the board determines that there has been a serious breach of the principles & code of ethics of the Corporation.
3.03 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 Corporation, automatically cease to exist.
3.04 Discipline of Members
The board shall have authority to suspend or expel any member from the Corporation for any one or more of the following grounds:
- violating any provision of the articles, by‐laws, or written policies of the Corporation;
- carrying out any conduct which may be detrimental to the Corporation as determined by the board in its sole discretion;
- for any other reason that the board in its sole and absolute discretion considers to be reasonable, having regard to the purpose of the Corporation.
In the event that the board determines that a member should be expelled or suspended from membership in the Corporation, the President, or such other officer as may be designated by the board, shall provide twenty (20) days’ notice of suspension or expulsion to the member and shall provide reasons for the proposed suspension or expulsion. The member may make written submissions to the President, or such other officer as may be designated by the board, in response to the notice received within such twenty (20) day period. In the event that no written submissions are received by the President, the President, or such other officer as may be designated by the board, may proceed to notify the member that the member is suspended or expelled from membership in the Corporation. If written submissions are received in accordance with this section, the board will consider such submissions in arriving at a final decision and shall notify the member concerning such final decision within a further twenty (20) days from the date of receipt of the submissions. The board’s decision shall be final and binding on the member, without any further right of appeal.
A member entitled to vote at an annual meeting of members may submit to the Corporation notice of any matter that the member proposes to raise at the meeting. A proposal containing nominations for the election of directors shall be signed by not less than 5% of members entitled to vote at the meeting at which the proposal is to be presented. Any proposal shall be delivered to the Corporation 90 days before the upcoming scheduled annual meeting of members.4.02 Cost of Publishing Proposals for Annual Members’ MeetingsThe member who submitted the proposal shall pay the cost of including the proposal and any statement in the notice of meeting at which the proposal is to be presented.4.03 Place of Members’ MeetingSubject 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 board or, if all of the members entitled to vote at such meeting so agree, outside Canada.4.04 Persons Entitled to be Present at Members’ MeetingsAll Corporate members shall be entitled to be present at a meeting of members together with the directors and the Public Accountant. Any other person may be admitted only on the resolution of the board.4.05 Chair of Members’ MeetingsThe President shall be the chief Executive Officer of the Corporation and shall preside over all meetings of members. The Vice‐President of the Corporation shall perform the duties of the President in his absence or disability. In the event that both the President and Vice‐President are absent the meeting shall be chaired as determined by the board.
4.06 Quorum at Members’ Meetings
At an annual meeting six voting members representing at least two divisions shall constitute a quorum for the meeting. At any other meeting of members at least six voting members shall constitute a quorum. 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.
4.07 Votes to Govern at Members’ Meetings
Voting at any meeting of members shall be on a show of hands or on a ballot, by those present. Voting by proxy shall not be permitted. The Chair, being the representative of a Corporate member, is entitled to vote. In case of an equality of votes, the resolution fails. Members with dues in arrears shall not be entitled to vote. Verification of arrears of dues shall be made after the meeting of members. A vote by a member whose dues were not fully paid shall be retroactively recorded as an abstention.
4.08 Participation by Electronic Means at Members’ Meetings
If the Corporation 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 Corporation has made available for that purpose.
4.09 Members’ Meeting Held Entirely by Electronic Means
If the directors or members of the Corporation call a meeting of members pursuant to the Act, those directors 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.
SECTION 5 ‐ DIRECTORS
5.01 Number of Directors
The board shall consist of a minimum of eight (8) and a maximum of fifteen (15) directors of which two (2) shall be the President and Vice‐President and of which four (4) shall constitute a quorum at any meeting of the directors. The board shall be comprised of the fixed number of directors as determined from time to time by the voting members by ordinary resolution.
5.02 Term of Office of Directors
The directors shall be elected by the voting members at the annual meeting of members. At the first election of directors following the approval of this by‐law one‐half of the directors shall be elected for a two year term and one‐half of the directors shall be elected for a one year term. Thereafter newly elected directors shall be elected for two year terms. In the event of a vacancy between annual meetings the vacancy shall be filled by resolution of the board, provided, a divisional director shall only be replaced from within the division where the vacancy occurred. A director may be removed by a resolution passed by at least two‐thirds of the votes cast at a meeting of the board by secret ballot, provided, notice of such resolution was delivered to all concerned at least twenty‐one (21) days in advance of the meeting. The members may by ordinary resolution at a special meeting remove any director or directors from office.
SECTION 6 – MEETINGS OF DIRECTORS
6.01 Calling of Meetings of Board of Directors
Meetings of the board may be called by the President or, the Vice‐President or any two (2) directors upon at least seven (7) days advance notice or upon all directors waiving notice of such meeting. The board shall meet at least twice annually.
6.02 Chair of Board Meetings
The President shall preside over all meetings of the board. The Vice‐President of the Corporation shall perform the duties of the President in his absence or disability. In the event that both the President and Vice‐President are absent the meeting shall be chaired as determined by the board.
6.03 Votes to Govern at Meetings of the Board of Directors
At all meetings of the board, every question shall be decided by a majority of the votes cast on the question. Each director shall be entitled to one (1) vote on any issue. In case of an equality of votes, the resolution fails.
6.04 Committees of the Board of Directors
- 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. Any such committee may formulate its own rules of procedure, subject to such regulations or directions as the board may from time to time make. Any committee member may be removed by resolution of the board of directors. The Chairman of such committee(s) shall provide an annual report to the
board 30 days prior to the annual meeting of members.
- The President shall with the approval of the board appoint an Annual National Conference Chairman.
- There shall be a membership committee to be composed of Divisional Chairmen and the Board Membership Chairman which shall be responsible for the high standards of membership entrance qualifications on a national basis. The membership committee shall apply an equitable interpretation of the qualifications required and shall be guided by terms of reference established by the board.
- There shall be an ethics committee which shall supervise the Declaration of Principles and the code of Ethics of the Corporation both as promulgated and in accordance with the Policies determined by the board. The committee shall review alleged infractions by members and shall report infractions to the board.
- There shall be a nominating committee consisting of three (3) past presidents to nominate eligible individuals for positions on the board of the Corporation. Where there are not three eligible past presidents, the candidates for vacant positions on the board shall be nominated by the board. The chairman of the nominating committee shall present the slate to the members at the annual meeting of members. Additional nominations from the floor shall be entertained. If a vote is required it
shall be by secret ballot. If a vote is not required the slate shall be adopted.
6.05 Board of Directors Remuneration and Expenses
Directors shall not normally receive any stated remuneration for their services on the board. By resolution of the board, a director may receive remuneration for serving as an officer or in any other capacity. Expenses may be authorized for attendance at meetings of the board or for any other expenses incurred by a director on Corporation business.
- The President shall be a director of the corporation, the chief executive officer, and shall be responsible for implementing the strategic plans and policies of the Corporation. The President shall, subject to the authority of the board, have general supervision of the affairs of the Corporation.
- The Vice‐President shall be a director of the corporation and shall, in the absence of the President, perform the duties of the President and such other duties as the board may specify.
- The Secretary, or a board appointed designate, shall attend and be the secretary of all meetings of the board. The Secretary shall enter or cause to be entered in the Corporation’s minute book, minutes of all proceedings at such meetings; the Secretary shall give, or cause to be given, as and when instructed, notices to members, directors, the public accountant and members of committees; the Secretary shall be the custodian of all books, papers, records, documents and other instruments belonging to the Corporation.
- The Treasurer, or a board appointed designate, shall have custody of the funds and securities of the Corporation, shall keep full and accurate accounts of receipts and disbursements in books of account maintained by the Corporation, shall deposit all monies and valuable effects in the name and to the credit of the Corporation, shall disburse funds of the Corporation under the direction of the board, and shall render to the directors at meetings or whenever required an account of all financial
transactions of the Corporation.
- The functions of the Treasurer and the Secretary may be combined as determined by the board.
7.03 Vacancy in Office
In the absence of a written agreement to the contrary, the board may remove, whether for cause or without cause, any officer of the Corporation. Unless so removed, an officer shall hold office until the earlier of:
- the officer’s successor being appointed,
- the officer’s resignation,
- such officer ceasing to be a director (if a necessary qualification of appointment), or
- such officer’s death.
- The dispute or controversy shall first be submitted to a panel of mediators whereby the one party appoints one mediator, the other party (or if applicable the board of the Corporation) appoints one mediator, and the two mediators so appointed jointly appoint a third mediator. The three mediators will then meet with the parties in question in an attempt to mediate a resolution between the parties.
- The number of mediators may be reduced from three to one or two upon agreement of the parties.
- If the parties are not successful in resolving the dispute through mediation, then the parties agree that the dispute shall be settled by arbitration before a single arbitrator, who shall not be any one of the mediators referred to above, in accordance with the provincial or territorial legislation governing domestic arbitrations in force in the province or territory where the registered office of the Corporation is situated or as otherwise agreed upon by the parties to the dispute. The parties agree that all proceedings relating to arbitration shall be kept confidential and there shall be no disclosure of any kind. The decision of the arbitrator shall be final and binding and shall not be subject to appeal on a question of fact, law or mixed fact and law.
All costs of the mediators appointed in accordance with this section shall be borne equally by the parties to the dispute or the controversy. All costs of the arbitrators appointed in accordance with this section shall be borne by such parties as may be determined by the arbitrators.
CANADIAN COUNCIL OF INDEPENDENT LABORATORIES/
CONSEIL CANADIEN DES LABORATORIES INDEPENDENTS
TABLE OF CONTENTS
1.1The Canadian Council of Independent Laboratories is a professional
association of independent consulting, inspection and testing firms, concerned with pursuing the objectives outlined under Part 2 of these Policies.
Policies and By-Laws
1.2These Policies shall be read in conjunction with but subordinate to the By-Laws of the Canadian Council of Independent Laboratories.
1.3The National Office or the National Board of Directors (“Directors”) should be contacted in all matters pertaining to the interpretation of the National By-Laws and Policies.
2.1The Canadian Council of Independent Laboratories (“Corporation”) in setting forth its Declaration of Principles and Ethics of Professional Conduct has as its purpose a desire:
- to raise the scientific standard of commercial laboratories and thereby attract a larger proportion of the best intellects concerned with and involved in the field of natural and applied sciences and assure the supply of trained scientists, engineers and technicians is adequate to service the growing industrial and professional needs of Canada;
- to encourage original research and development, to maintain high standards in the commercial laboratory field, and to enhance the usefulness of the commercial laboratories to the public;
- to protect the public by encouraging commercial laboratories to attract trained scientists, engineers and technicians in order that such commercial laboratories be consulted with confidence;
- to study and evaluate the challenges connected with the work of commercial laboratories and advise its members and their clients on just and equitable fees for professional services rendered;
- to advise its members, which members are specialized in various and different phases of the scientific field, and their clients, the ways and means of rendering a most efficient service for the solution of their respective problems;
- to co-operate with government and social agencies in the establishment of standards or by-laws in the public interest;
- to maintain a Code of Ethics to safeguard the interest of its members and their clients;
- to encourage laboratory accreditation and to offer laboratory certification programs where appropriate;
- to establish scholarships, medals and prizes;
- to provide for the delivery and holding of lectures, exhibitions, public meetings, classes, examinations and conferences, which directly or indirectly benefit or advance the works, aims and objects of the Corporation;
- to raise money by gifts, donations and subscriptions; and
- to conduct social and economic surveys for the benefit of member commercial laboratories and their clients.
Code of Ethics
2.2All member companies and their employees shall maintain the spirit and ideals of the following stated principles of conduct, and consider them essential to the profession or work in which they are engaged:
- A member shall act primarily in the public interest at all times and shall neither act nor induce others to act in a way which may affect unfavourably the practice of their profession, the community or the Corporation.
- A member shall adhere to the highest standards of honesty, accuracy, and trust and shall not knowingly disseminate false or misleading information.
- A member shall protect the confidence of present, former and/or prospective clients.
- A member shall not represent conflicting or competing interests without the express consent of those concerned, given after a full disclosure of the facts.
- A member shall allow its principals and staff to sign or seal only those plans, specifications or reports actually made by them or under their personal supervision and direction.
- A member shall conduct itself toward other members and the Corporation with courtesy and good faith and shall not by word or act maliciously injure the reputation or business of another member or the Corporation.
- A member shall deal fairly and equitably with its employees, and act in such a way that its employees are not in conflict with the Principles and Code of Ethics of the Corporation or their respective professions.
- A member shall make effective provisions for the safety of life and health of employees or other persons who may be affected by the work for which the member is responsible.
- A member shall not advertise in a false or misleading manner or in a manner injurious to the dignity of the Corporation or the members’ professional affiliations.
- A member shall undertake only such work as it is competent to perform by virtue of the training and experience of its principals and staff, and shall, where advisable, retain and co-operate with members or other professional specialists.
- A member shall uphold this Code, co-operating with fellow members in so doing and enforcing decisions on any matter arising from its application. If a member has reason to believe that another member has engaged in unethical or unfair practices, including practices in violation of this Code, such member shall advise the Executive Director or the Chairperson of the Ethics Committee.
2.3The Ethics Committee shall act on behalf of the National Board of Directors as custodian of the Declaration of Principles and the Code of Ethics of the Corporation, both as promulgated and in accordance with the Corporation’s Articles of Continuance and By-Laws.
2.4The Corporation is itself judge of alleged infractions by members through a
duly appointed Ethics Committee acting on behalf of the duly elected National Board of Directors, which body reviews, confirms, rejects or modifies all
findings on complaints of infractions and is responsible for any Ethics Committee Complaint Procedure
Ethics Committee Complaint Procedure
2.5Upon receipt of any complaint against a member, a preliminary evaluation
of the matter shall be immediately carried out in accordance with the Corporation’s written Procedure for Handling Complaints. If that preliminary
evaluation concludes that a full investigation by the Ethics Committee is warranted, details shall be forwarded in writing to the Chairperson of the
Ethics Committee with copies to the appropriate Divisional Chairperson and the National Office.
2.6Upon receipt, the Ethics Committee Chairperson shall conduct the necessary
investigation and report the Committee’s findings and recommendations to the National Office within 30 days from receipt of the complaint. If the Ethics
Committee is unable to complete its investigation within that time frame, a written status report shall be provided along with a request for a specific
extension of time.
2.7The National Board of Directors will, at their next regular meeting, or at a
special meeting called for that purpose, render judgment in writing to the complainant and the accused with a copy to the Ethics Committee and appropriate Divisional Chairperson.
2.8The accused may appeal the judgment in writing to the National Board
of Directors not more than 20 days from receipt thereof, or within such other reasonable time as may be prescribed by the National Board of Directors.
If the judgment involves suspension or expulsion of the membership of the member, the provisions of the Corporation’s By-Laws shall apply.
3.1The membership classifications are defined in the Articles of Continuance and By-Laws as Corporate member, Associate Corporate member, Observer member and Honorary member. Proprietorships meeting the appropriate qualifications, shall qualify for Corporate membership in the Corporation.
Conditions of Membership
3.2Corporate membership shall be restricted to organizations described in Section 2.01(a) of the By-Law No. 1, in good professional standing and operating on a sound financial basis as independent tax-paying organizations and, meet the following conditions, shall:
- Operate under the direct supervision of one or more professional engineers and/or professional chemists or a person or persons having acceptable equivalent professional status as deemed sufficient by the National Board of Directors.
- Signify that they are desirous of furthering the aims and objectives of the Corporation and shall agree to adhere to the current Code of Ethics of the Corporation.
- Agree to be governed by the By-Laws and Policies of the Corporation.
- Undertake to pay the annual dues and any special assessments of the Corporation.
- Agree to be governed by the By-Laws and Policies of any division in which they are carrying on business.
Applications for Membership
3.3The Membership Committee shall assess all membership applications and submit their recommendations to the National Board of Directors for approval.
3.4The National Board of Directors shall make appropriate inquiries on each
membership application with respect to the conditions of membership outlined in Part 3.2 of these Policies. It may request a written response from any applicant where there is a question on any of the conditions of membership. The National Board of Directors shall be the sole judge in determining the acceptability of an applicant, and this decision is not appealable to any other body. An applicant whose membership has been turned down may resubmit an application to the National Board of Directors.
3.5Membership shall become effective on the date of approval of the application by the National Board of Directors.
3.6All applications for Corporate Membership or Associate Corporate Membership shall be sponsored by at least two members of the Corporation.
3.7Applicants must normally have been operating for a period of twelve months before their application will be considered.
Requirements for Associate Corporate Membership
3.8Associate Corporate Membership in the Corporation shall be available to organizations which have as their principal business, professional or allied services in one or more fields of science.
3.9Associate Corporate members shall comply with all requirements of 3.2 c) and 3.2 d) of these Policies.
3.10Associate Corporate members shall operate as independent tax-paying organizations.
3.11The Corporation shall issue membership certificates to bona fide Corporate members and Associate Corporate members which shall show the membership classification “Corporate Member” or “Associate Corporate Member”. The certificate shall bear the date of issue, and shall be valid until the end of the fiscal year of the Corporation. Upon payment of annual fees, a sticker will be issued to the member validating the certificates for a further year. Certificates shall remain the property of the Corporation.
4.1Divisions may be formed at the sole discretion of the National Board of Directors.
4.2Divisions may exist by geographic region and/or by scientific discipline. Division membership is automatic in any division, whether defined by geographic region and/or principal discipline area, in which the member practices.
Division Meetings and Reporting
4.3Divisions shall hold at least one meeting each fiscal year. A yearly report is required from each division, 30 days prior to the Annual General Meeting of the Corporation.
4.4Each discipline division shall nominate one of its members, usually the Division Chairman, to stand for election to the National Board of Directors.
Division Operations and Organizational Structure
4.5The purpose of a Division is to represent the business and social interests, including technology related business interests, of the Corporate Members of the Corporation within the particular Division on a national or regional basis, as appropriate. This representation will include liaison with specific industry and government agencies and departments, liaison with local commercial,
industrial and public groups, representation on national or provincial committees, the undertaking of laboratory certification programs, all directly and specifically relative to the discipline of the Division and promotion of social events and activities, all as appropriate to the collective best interests of the Corporate Members of the Corporation. Divisions with common interests are encouraged to co-operate in liaising with industry and government agencies and departments since all Divisions are representatives of the CCIL. All Division activities shall be conducted in a manner consistent with the objectives, philosophy and standards of the Corporation.
4.6The formation and dissolution of a Division is determined solely by the National Board of Directors. In the case of the dissolution of a Division, the members of that Division are not entitled to a rebate of fees, except in the case of special fees assessed for a divisional project for which no funds had been spent.
4.7A Division may set its own Rules of Operation in order to regulate and control its own activities. Such Rules of Operation shall be subject always to the By-Laws and Policies of the Corporation and shall be in keeping with the philosophy and standards of the Corporation.
4.8Divisional Rules of Operation, additions or deletions or amendments shall be subject to the approval in writing of the National Board of Directors prior to adoption. Reference to such written approval shall be made in the Rules of Operation as adopted.
4.9Each Division shall be represented by an Executive Committee nominated and elected by its members. Each such Executive Committee shall have such officers as the Division members may determine in accordance with the adopted Rules of Operation for the Division. In the formative years of a Division and only until such time as Division Rules of Operation are adopted, the National Board of Directors may appoint an interim Division Chairman to care for the interests of a Division and may also authorize that Chairman to nominate an interim Executive Committee for the approval of the National Board of Directors.
4.10Each Corporate Member of the Corporation shall automatically be a member of one Division of its choosing, representing a discipline in which it is actively engaged. Membership in additional Divisions will be available for disciplines in which a member is active, on the approval of the National Board of Directors and on payment of an administration fee to be set annually by the National Board of Directors. If, as determined by a Division Executive Committee, projects are undertaken by a Division and these projects require additional levels of funding then an additional Division fee will be imposed and become payable by Division members. Corporate members may be asked to demonstrate that they are active in the disciplines represented by the Divisions in which they are or propose to become members. Corporate Members belonging to more than one Division shall have full voting and participatory rights with respect to all Divisions to which they belong.
4.11Each Division may and is encouraged to appoint business and technical committees and conduct technical programs to represent and promote specific disciplinary interests of the Corporate Members of the Corporation in the Division, either nationally or in a specific region(s), all in accordance with the objectives of the Corporation.
Divisional committees and technical programs shall be subject to approval by the National Board of Directors. Requests for approval shall be accompanied by an outline giving the purpose and objectives of the committee or program together with a budget if appropriate and details of cost implications to the members.
5.1The election of Directors is governed by Section 5 of the CCIL bylaws. It is intended that the makeup of the Board be reflective of the makeup of the membership. There shall be at least one Board member from each Division.
Directors shall be employed by a CCIL member firm, holding a position of stature in the firm that would provide delegated authority to represent the firm. The National Board of Directors shall be the sole judge in determining the acceptability of the candidate. No member firm shall hold more than one position on the Board of Directors.
Appointment of Officers
5.2At the first meeting subsequent to the AGM, the Board of Directors shall appoint the Officers of the Corporation, as defined in Section 7.02 of the CCIL bylaws. The offices of President and Vice-President shall be a fixed two year term, requiring Board review and approval in the second year of holding the position. It is the general expectation for the Vice-President to assume the President’s office upon expiration of the President’s term.
In the event that the Vice-President is unable to assume the President’s office, another Board member may be appointed by the Board to the office. If no suitable candidate exists, the President’s term may be extended for one additional year, subject to unanimous consent of the Board.
5.3Meetings of the National Board of Directors may be held at any time and place to be determined by the President or the Vice-President or any two directors, provided that seven (7) days’ notice of such meeting shall be sent in writing to each director or that the time and place is noted in the minutes of the prior meeting or upon all directors waiving notice of such meeting.
A minimum of two (2) directors’ meetings shall be held in each fiscal year.
Subject to the unanimous consent of those present, a director may participate at a board meeting by electronic means.
5.4The directors may exercise all powers of the Corporation except those which The Canada Not-For- Profit Corporations Act or the By-Laws require to be exercised by the members at General Meetings.
5.5The directors shall have power to authorize expenditures on behalf of the Corporation from time to time, and may delegate by resolution an officer or officers of the Corporation the right to employ and pay salaries to employees and the right to hire contractors. The directors shall have the power to make expenditures or to confer benefits for the purpose of furthering the objects of the Corporation.
5.6The National Board of Directors, may, in its discretion, reprimand or censure any member of the Corporation shown to the satisfaction of the board of directors to be guilty of unprofessional conduct or of gross negligence, or of breaches of the By-Laws and Policies of the Corporation.
Board of Directors Remuneration and Expenses
5.7Directors as such shall not normally receive any stated remuneration for their services on the board. By resolution of the National Board of Directors, a director may receive remuneration for serving as an officer or in any other capacity. Expenses may be authorized for attendance at meetings of the National Board of Directors or for any other expenses incurred by a director on Corporate business.
Agents and Employees
5.8The National Board of Directors, from time to time, may appoint and engage such agents, contractors or employees as it shall deem necessary, and such persons shall have such authority, and shall perform such duties as shall be prescribed by the National Board of Directors at the time of such appointments.
5.9The National Board of Directors may appoint an Executive Director who shall not be considered as an elected representative.
6.1Notice of annual meetings or special meetings shall be sent either;
- by mail, courier or personal delivery, by the Secretary, to all Corporate members during a period of 21 to 60 days before the day on which the meeting is to be held; or
- by 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.
Place of Meetings
6.2Meetings of members may be held at any place in Canada determined by the National Board of Directors or if all members entitled to vote at such meeting so agree, outside Canada.
6.3All voting and such non-voting members as shall be determined by the National Board of Directors have the right to take part in discussions at any Annual or Special General Meeting.
6.4Voting and the moving or seconding of resolutions of amendments are rights exclusively reserved to voting members.
6.5Voting at any meeting of members shall be on a show of hands or on a ballot by those present. Voting by proxy shall not be permitted. The Chairman, being the representative of a Corporate member is entitled to vote. In case of an equality of votes, the resolution fails.
6.6In the absence of the President, and the Vice-President, the members present, and entitled to vote, shall choose another director as Chairman, and if no director is present or if all the directors decline to take the chair, then the members present shall choose one of their number to be Acting Chairman for the purposes and duration of the meeting.
6.7If at any meeting a ballot is demanded, on the election of a chairman or on the question of a chairman, it shall be taken forthwith without adjournment;
6.8If at any meeting, a ballot is demanded on any other question, it shall be taken in such manner and either at once or after adjournment as the Chairman directs. The results of a ballot shall be deemed to be the resolution of a meeting at which the ballot is demanded. A demand for a ballot may be withdrawn.
Robert’s Rules of Order
6.9Robert’s Rules of Order shall govern all meetings of the Corporation in all matters not directly addressed in the By-Laws and Policies of the Corporation.
Issue/Rev Date: July 19, 2021
Approved By: CCIL National Board of Directors