Governance
of the Society
|
Governance
of the Society
|
Canadian Identification Society
MISSION STATEMENT
The mission of the Canadian Identification Society is to provide a venue which brings together persons in the forensic professions, encourages research in their respective fields and provides a means of distributing their findings.
A By-law relating to the organization of and the transaction of the affairs of the Canadian Identification Society.
CONTENTS OF ARTICLES
Be it Enacted as a By-law of the Corporation as follows:
1.01 Definitions in this By-law and all other By-laws of the Corporation, unless the context otherwise requires:
"ACT" means the Canadian Corporation Act and any act that
may hereinafter be substituted therefore, as from time to time amended;
"BOARD" means the Board of Directors of the Corporation;
"CORPORATION" means the corporation without share capital incorporated
under the Act by letters patent dated and named Canadian Identification Society,
December 16, 1977;
"LETTERS PATENT" means the letters patent incorporating the
Corporation as from time to time amended and supplemented by supplementary letters
patent;
"MEETING OF MEMBERS" includes an annual meeting of members
and a special meeting of members;
"SPECIAL MEETING OF MEMBERS" includes a meeting of any class
or classes of members, as well as a special general meeting of members; and
words importing the singular number include the plural and vice versa; words
importing the masculine gender include the feminine and neuter genders; and
words importing persons include individuals, corporations, partnerships, trusts
and unincorporated organizations.
Article II. TRANSACTION OF THE AFFAIRS OF THE CORPORATION
2.01 Head Office - The place within Canada where the head office of
the Corporation is to be situated
2.02 Seal - The seal of the Corporation shall be in the form impressed
hereon
2.03 Financial Year - Until otherwise ordered by the Board, the financial
year of the Corporation shall end on the last day of June in each year.
2.04 Execution of Instruments - Deeds, transfers, assignments, contracts,
obligations, certificates and other instruments may be signed on behalf of the
Corporation by any two (2) persons who are the president or a vice-president
or a director and by the secretary or the treasurer or an assistant secretary
or an assistant treasurer or another director. In addition, the Board may from
time to time direct the manner in which and the person or persons by who any
particular instrument or class of instruments may or shall be signed. Any person
authorized to sign an instrument on behalf of the Corporation may affix the
corporate seal thereto.
2.05 Banking Arrangements - The banking business of the Corporation shall
be transacted with such banks, trust companies or other firms or corporations
as may from time to time be designated by or under the authority of the Board.
Such banking business or any part thereof shall be transacted under such agreements,
instructions and designations of the powers as the Board may from time to time
prescribe or authorize.
3.01 Number of Directors and Quorum - The affairs of the Corporation
shall be managed by its Board of Directors. The number of directors shall not
be less than twelve (12) and not more than eighteen (18). The Directors shall
be member representatives of the following: Ten (10) from the Provinces; One
(1) from the Combined Territories; The President; The Past President; Two (2)
Vice Presidents; Three (3) Executive Officers. The Directors from the Provinces
and Combined Territories shall reside in the area they represent. One half plus
one of the prescribed number of directors shall constitute a quorum for meetings
of the Board of Directors. The Board of Directors shall from time to time prescribe
by resolution the number of Directors.
3.02 Qualification - No person shall be qualified as a Director unless
he is a member and twenty-one (21) or more years of age; provided that if a
person who is not a member is elected a director he may so qualify by becoming
a member within ten (10) days after the date of his election. A member shall
not be elected to more than one office during any one year.
3.03 Election and Term - Not more than eleven (11) directors may be elected
at each annual meeting of members to hold office until the next annual meeting,
but if a new board is not elected thereat the directors then in office shall
continue in office until their successors are duly elected. Retiring Directors
shall be eligible for re-election. The election may be by show of hands or by
resolution of the members unless a ballot be demanded by any member.
3.04 Vacation of Office - The office of a director shall be vacated upon
the occurrence of any of the following events: (a) if a receiving order is made
against him or if he makes an assignment under the Bankruptcy Act; (b) if an
order is made declaring him to be a mentally incompetent person or incapable
of managing his affairs; (c) on death; or (d) if by notice in writing to the
secretary of the Corporation he resigns his office.
3.05 Removal of Directors - The Board may, by resolution passed by at
least two-thirds (2/3) of the votes cast thereon at a special meeting of directors
called for the purpose, remove any director before the expiration of his term
of office and may, by majority vote, elect any person in his stead for the remainder
of his term.
3.06 Vacancies - Vacancies on the Board may be filled for the remainder
of the directors' term of office either by the members at a special meeting
of members called for the purpose or by the Board if the remaining directors
constitute a quorum.
3.07 Calling of Meetings - Meetings of the Board shall be held from time
to time at the call of the Board or the President or any two (2) directors.
Notice of the time and place of every meeting so called shall be given to each
director not less than forty-eight (48) hours (excluding Saturday, Sundays and
Bank Holidays) before the time when the meeting is to be held, save that no
notice of a meeting shall be necessary if all the directors are present or if
those absent waive notice of or otherwise signify their consent to such meeting
being held.
3.08 First Meeting of New Board - Provided a quorum of directors is present,
each newly elected Board shall without notice hold its first meeting immediately
following the meeting of members at which such Board is elected.
3.09 Regular Meetings - The Board may appoint a day or days in any month
or months for regular meeting at a place and hour to be named. A copy of any
resolution of the Board fixing the place and time of 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.
3.10 Place of Meeting - Meetings of the Board shall be held at the head
office of the Corporation or elsewhere in Canada or, if the Board so determines
or all absent members consent, at some place outside Canada.
3.11 Chairman - The President or, in his absence, a Vice-President who
is a director shall be chairman of any meeting of directors; and, if no such
officer is present, the directors present shall choose one (1) of their number
to be chairman.
3.12 Votes to Govern - At all meetings of the Board, every question shall
be decided by a majority of the votes cast on the question; and in the case
of an equality of votes, the chairman of the meeting shall not be entitled to
a second or casting vote.
3.13 Interest of Directors in Contracts - No Director shall be disqualified
by his office from contracting with the Corporation nor shall any contract or
arrangement entered into by or on behalf of the Corporation with any Director
or in which any Director is in any way interested be liable to be avoided nor,
subject to the provisions of the Act, shall and director so contracting or being
so interested be liable to account to the Corporation or any of its members
for any profit realized by any such contract or arrangements by reason of such
director holding that office or the fiduciary relationship thereby established.
3.14 Declaration of Interest - It shall be the duty of every director
of the Corporation who is in any way, whether directly or indirectly, interested
in a contract or arrangement or proposed contract or proposed arrangement with
the Corporation, to declare such interest to the extent, in the manner and at
the time required by the Act and to refrain from voting in respect of the contract
or arrangement or proposed contract or proposed arrangement if and when prohibited
by the Act.
3.15 Remuneration - The Directors shall receive no compensation, either
directly or indirectly, for acting as such and shall not receive, either directly
or indirectly, any profit from their office. The directors shall be paid their
travelling and other out of pocket expenses properly incurred by them in attending
special meetings called by the Board.
3.16 Committees - The Board may from time to time appoint such committee
or committees, as it deems necessary or appropriate for such purposes and with
such powers as it 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. The standard committees shall be:
4.01 Election of Officers - Members in attendance at the annual Meeting
shall elect a president and two (2) vice-presidents who shall be directors.
4.02 Appointment of other Officers - From time to time the board shall
appoint a secretary and may appoint one (1) or more executive officers, a treasurer
and such other officers as the Board may determine. The officers so appointed
may but need not be directors and one (1) person may hold more than one (1)
office, save that the President may not hold the office of secretary.
4.03 Terms of Employment and Remuneration - The terms of employment and
remuneration of officers appointed by the Board shall be settled by it from
time to time. The Board may remove at its pleasure any officer of the Corporation.
Otherwise, each officer appointed by the Board shall hold office until his successor
is appointed, save that the term of office of any officer who is a director
shall expire if and when he shall cease to be a director. The Executive Director
shall be paid an annual stipend of five hundred dollars ($500.00) and all reasonable
expenses incurred as the result of attending the annual training seminar and
meeting of the Board of Directors shall be paid. The Editor of Identification
Canada shall be paid an annual stipend of two thousand dollars ($2,000.00),
[five hundred ($500.00) per issue].
4.04 President - The President shall have the general management and
direction, subject to the authority of the Board, of the organization and transaction
of the affairs of the Corporation. He shall have such other power and duties
as the Board may prescribe. The President shall not succeed himself in office
except in the case where he serves the un-expired term of his predecessor. The
President be allowed an annual fund of two hundred and fifty ($250.00) dollars
for miscellaneous expenses, and the Past-President shall remain an ex-officio
member of the executive for one year following his term.
4.05 Vice-President - During the absence or disability of the president,
his duties shall be performed and his powers shall be exercised by the vice-president
or, if there is more than one (1), by the vice-presidents in order of seniority.
A vice-president shall have other such powers and duties as the Board or the
President may prescribe.
4.06 Secretary - The secretary shall attend and be the secretary of all
meetings of members and directors and shall enter or cause to be entered in
books kept for that purpose minutes of all proceedings thereat; he shall give
or cause to be given, as and when instructed, all notices to members and directors;
he shall be the custodian of the stamp or mechanical device generally used for
affixing the corporate seal of the Corporation and of all books, papers, records,
documents and other instruments belonging to the Corporation except when some
other officer or agent has been appointed for that purpose; and he shall perform
such other duties as the Board or the president may prescribe.
4.07 Treasurer - The treasurer shall keep full and accurate books of
account in which shall be recorded all receipts and disbursements of the Corporation
and, under the direction of the Board, shall control the deposit of money, the
safekeeping of securities and the disbursement of the funds of the Corporation;
he shall render to the Board whenever required an account of all his transactions
as treasurer and of the financial position of the Corporation; he shall perform
such other duties as the Board or the president otherwise direct.
4.08 Duties of Other Officers - The duties of all other officers of the
Corporation shall be such as the terms of their engagement call for or as the
Board or the president may prescribe. Any of the powers and duties of an officer
to whom an assistant has been appointed may be exercised and performed by such
assistant, unless the Board or the president otherwise direct.
4.09 Variation of Duties - From time to time the Board may vary, add
to or limit the powers and duties of any officer.
4.10 Agents and Attorneys - The Board shall have the power from time
to time to appoint agents or attorneys for the Corporation in or out of Canada
with powers of management or otherwise (including the power to appoint as may
be thought fit).
4.11 Fidelity Bonds - The Board may require such officers, employees
and agents of the Corporation as the Board deems advisable to furnish bonds
for the faithful discharge of their duties, in such form and with such surety
as the Board may from time to time prescribe.
Article V PROTECTION OF DIRECTORS AND OFFICERS
5.01 Limitation of Liability - No director or officer of the Corporation
shall be liable for the acts, receipts, neglects or defaults of any other director
or officer or employee, or for joining in any receipt or other act for conformity,
or for any loss, damage or expense happening to the Corporation through the
insufficiency or deficiency of title to any property acquired by order of the
Board for or on behalf of the Corporation, or for the insufficiency or deficiency
of any security in or upon which any of the monies of the Corporation shall
be invested, or for any loss or damage arising from the bankruptcy, insolvency
or tortuous act of any person with whom any of the monies, securities or effects
of the Corporation shall be deposited, or for any loss occasioned by any error
of judgement or oversight on his part, or for any other loss, damage or misfortune
whatever which shall happen in the execution of the duties of his office or
in relation thereto unless the same shall happen through his own wilful neglect
or default.
5.02 Indemnity - Every director and officer of the Corporation and his
heirs, executors and administrators and estate and effects, respectively, shall
from time to time and at all times be indemnified and saved harmless out of
the funds of the Corporation from and against: (a) all costs, charges and expenses
whatsoever that such directors or officers sustains or incurs in or about any
action, suit or proceeding that is brought, commenced or prosecuted against
him for or in respect of any act, deed, matter or thing whatsoever made, done
or permitted by him in or about the execution of the duties of his office; and
(b) all other costs, charges and expenses that he sustains or incurs in or about
in relation to the affairs of the Corporation; except such costs, charges or
expenses as are occasioned by his own wilful neglect or default.
6.01 Members - The membership of the Corporation shall consist of the
applicants for incorporation of the Corporation and such other persons as are
admitted to the membership in the Corporation by resolution of the Board. Membership
may be conditional upon the payment of a fee, assessment or other charge. Admission
to membership shall be as; Active, persons who practice or teach the examination
and identification of forensic evidence, Heads of Identification Bureaus. Active
members shall retain their level of membership upon retirement or change of
status. Associate, persons not qualified for Active membership. Student, shall
consist of post-secondary students enrolled in a college or university, in a
course related to the field of Forensic Science. Honorary, persons who have
contributed to the advancement of forensic identification and/or the Society.
Life, a member who has maintained membership in the Society for twenty (20)
continuous years, and has retired, shall be recognised as a life member, and
not be required to pay annual dues. Fellow, of the Canadian Identification Society,
the criteria for recognition as set forth in the awards
criteria. The annual membership fee received or approved before April 1st,
shall be $45.00 and shall be $50.00 after April
1st, except for persons retired and not engaged in secondary employment in which
case the annual fee shall be $25.00. Any former
member may be re-instated by paying $50.00 for
each year in arrears. Members will receive a Membership Certificate and an annual
Membership Card when renewing. Date of renewal shall be shown on each certificate.
Membership expires on December 31st, each year and must be renewed by April
1st, the following year.
6.02 Terms of Membership - The interest of a member in the Corporation
is not transferable and lapses and ceases to exist upon failure to pay the fee
for membership, if any, within a time after which such fee is due as the Board
may prescribe from time to time or upon death or a member resigning or otherwise
ceasing to be a member in accordance with the by-laws of the Corporation.
6.03 Resignation - A member may resign by a resignation in writing which
shall be effective upon delivery of the resignation or a copy thereof to the
Board.
6.04 Removal - The Board may pass a resolution authorizing the removal
of a member for cause from the register of members of the Corporation. No such
resolution shall be put before the Board until after the member in question
has been notified in writing of the cause and afforded an opportunity for a
hearing before the Board. The Board shall notify any such member of the act
which, in their opinion, is improper or detrimental to the Corporation and of
the time and place of the meeting of the Board at which the member in question
will be heard. Such notice shall be given at least one (1) week prior to such
meeting.
Article VII MEETINGS OF MEMBERS
7.01 Annual Meeting - The annual meeting of the members shall be held
at such time and on such day in each year as the Board or the President may
from time to time determine, for the purpose of receiving the reports and statements
required by the Act to be placed before the annual meeting, electing directors,
appointing auditors and fixing or authorizing the Board to fix their remuneration,
and for the transaction of such other matters as may properly be brought before
the meeting.
7.02 Special Meetings - The Board , the President, or any two (2) directors,
shall have the power to call a special meeting of members at any time.
7.03 Place of Meetings - Meeting of members shall be at the head office
of the Corporation or elsewhere in the municipality in which the head office
is situated or, pursuant to section 7.05 or if the Board shall so determine,
at some other place in Canada or elsewhere.
7.04 Notice of Meeting - Notice of the time and place of each meeting
of members shall be given in the manner hereinafter provided
not less than ten (10) days before the day on which the meeting is to be held
to each member of record at the close of business on the day on which the notice
is given. Notice of a special meeting of members shall state the general nature
of the matters to be considered at it. The auditors of the Corporation are entitled
to receive all notices and any other communications relating to any meeting
of members that any member is entitled to receive.
7.05 Meetings Without Notice - A meeting of members may be held at any
time and place without notice if all the members entitled to vote thereat are
present or represented by proxy or waiver notice of, or otherwise consent to
such meeting being held, and at such meeting any matters may be considered which
the Corporation at a meeting of members may transact.
7.06 Chairman, Secretary and Scrutineers - The president or, in his absence,
a vice president who is a director of the Corporation shall be chairman of and
meeting of members; if no such officer is present within fifteen (15) minutes
from the time fixed for holding the meeting, the persons present and entitled
to vote shall choose one (!) of their number to be chairman. If the secretary
of the Corporation be absent the chairman shall appoint some person, who need
not be a member, to act as secretary of the meeting. If desired, one (1) or
more scrutineers, who need not be members, may be appointed by a resolution
or by the chairman with the consent of the meeting.
7.07 Persons Entitled to be Present - The only persons entitled to attend
a meeting of members shall be those entitled to vote thereat, the auditors of
the Corporation and others who although not entitled to vote, are entitled or
required under provision of the Act or the letters patent or By-laws to be present
at the meeting Any other person may be admitted only on the invitation of the
chairman of the meeting or with the consent of the meeting.
7.08 Quorum - A quorum for the transaction of business at any meeting
of members shall, in addition to directors present, be ten (10) persons present
in person and each entitled to vote thereat.
7.09 Right to Vote - At any meeting of members, each person shall be
entitled to vote who is at the time of the meeting entered in the books of the
Corporation as a member of the Corporation.
7.10 Proxies - At any meeting of members a proxy duly and sufficiently
appointed by a member shall be entitled to exercise, subject to and restrictions
expressed in the instrument appointing him, the same voting rights that the
member appointing him would be entitled to exercise if present at the meeting.
A proxy must be a member. An instrument appointing a proxy shall be in writing
and shall be acted on only if, prior to the time of voting, it is deposited
with the secretary of the Corporation a minimum of 24 hours prior to the beginning
of the meeting of members.
7.11 Votes to Govern - At any meeting of members, every question shall,
unless otherwise required by the letters patent or By-laws of the Corporation,
be determined by the majority of votes cast on the question.
7.12 Show of Hands - Any question at a meeting of members shall be decided
by a show of hands unless, after a show of hands, a poll thereon is required
or demanded as hereinafter provided. Upon a show of hands, every person who
is present and entitled to vote shall have one (1) vote. Whenever a vote by
show of hands shall have been taken upon a question, unless a poll thereon is
so required or demanded, a declaration by the chairman of the meeting that the
vote upon the question has been carried or carried by a particular majority
or not carried and an entry to that effect in the minutes of the meeting shall
be prima facie evidence of the fact without proof of the number or proportion
of the votes recorded in favour of or against any resolution or other proceeding
in respect on the said question, and the result of the vote so taken shall be
the decision of the members upon the said question.
7.13 Polls - After a show of hands has been taken on any question, the
chairman may require or any person entitled to vote on the question may demand
a poll thereon. A poll so required or demanded shall be taken in such manner
as the chairman shall direct. A demand for a poll may be withdrawn at any time
prior to the taking of the poll. Upon a poll, each person present shall be entitled
to one (1) vote, and the result of the poll shall be the decision of the members
upon the said question.
7.14 No Casting Vote - In case of an equality of votes at any meeting
of members either upon the show of hands or upon a poll, the chairman of the
meeting shall not be entitled to an additional or casting vote.
7.15 Adjournment - The Chairman at a meeting of members may, with the
consent of the meeting and subject to such conditions as the meeting may decide,
adjourn the meeting from time to time and from place to place.
8.01 Method of Giving Notice - Any notice(which term includes any communication
of document) to be given, sent, delivered or served pursuant to the Act, the
letters patent, the By-laws or otherwise to a member, director, officer or auditor
shall be sufficiently given if delivered to his last address as recorded in
the books of the Corporation or if mailed by prepaid ordinary mail or airmail
addressed to him at his last address as recorded in the books of the Corporation
or if sent to him at his said address by any means of transmitted or recorded
communication. The secretary may change the address on the Corporation's books
of any member, director, officer or auditor in accordance with any information
believed by him to be reliable. A notice so delivered shall be deemed to have
been given when it is delivered personally or at the address aforesaid; a notice
so mailed shall be deemed to have been given when deposited in a post office
or public letter box; and a notice sent by any means of transmitted or recorded
communication shall be deemed to have been given when delivered to the appropriate
communication company or agency or its representative for dispatch.
8.02 Computation of Time - In computing the date when notice must be
given under provision requiring a specified number of days' notice of any meeting
or other event, the date of giving the notice shall be excluded and the date
of the meeting or other event shall be included.
8.03 Omissions and Errors - The accidental omission to give any notice
to any member, director, officer or auditor or the non-receipt of any notice
by any member, director, officer or auditor or any error in any notice not affecting
the substance thereof shall not invalidate any action taken at any meeting held
pursuant to such notice or otherwise founded thereon.
8.04 Waiver of Notice - Any member (or his duly appointed proxy or representative),
director, officer or the auditor may waive any notice required to be given to
him under any provision of the Act or the letters patent or the By-laws of the
Corporation, and such waiver, whether given before or after the meeting or other
event of which notice is required to be given, shall cure any default in giving
such notice.
9.01 Appointment and Remuneration - The members shall at each annual
meeting appoint an auditor to audit the accounts of the Corporation and to hold
office until the next annual meeting, provided that the directors may fill any
casual vacancy in the office of the auditor. The remuneration of the auditor
shall be fixed by the board of directors.
10.01 Repeal and Amendment - The By-laws of the Corporation may be repealed
or amended by By-law enacted by a majority of the directors at a meeting of
the board of directors and sanctioned by an affirmative vote of at least two-thirds
(2/3) of the members present at a special meeting duly called for the purpose
of considering the said By-law; provided that the enactment, repeal or amendment
of such By-law shall not be enforced or acted upon until the approval of the
Minister of Consumer and Corporate Affairs has been obtained.
05-Mar-2008
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