Table of Contents
GENERAL BY-LAW NO. 1
Of the
I. NAME
The name of the association shall be the ADR Institute of Canada, Inc./ Institut d'arbitrage et de médiation du Canada Inc., hereinafter referred to as the "Institute".
The mission of the Institute is to provide National leadership in the development and promotion of dispute resolution services in Canada.
The vision of the Institute is to be the pre-eminent organization for professionals who provide dispute resolution services and the individuals and organizations that use those services.
III. DEFINITIONS AND INTERPRETATION
1. Definitions
a. "Act" shall mean the Canada Corporations Act as revised from time to time.
b. "Board" shall mean the National Board of Directors.
c. "By-laws" shall mean the By-laws of the Institute.
d. "Director" shall mean a member of the National Board of Directors.
e. "Member" shall mean any Individual Member or Corporate Member, including a Member who is under suspension.
f. "Member in Good Standing" shall mean a Member who is not in arrears in respect of any amount owing to the Institute and whose membership is not under suspension for any reason.
g. "Regional Affiliate" shall mean one of the Regional Affiliates of the Institute authorized by the Directors in accordance with the By-laws.
h. "Regulations" shall mean the Regulations of the Institute.
i. "Chapter" shall mean one of the Chapters of the Institute established by a Regional Affiliate in accordance with the By-laws.
In the By-laws and Regulations of the Institute the singular shall include the plural and the plural the singular; the masculine shall include the feminine.
In the event of any dispute arising as to the true intent or meaning of any present or future By-laws and Regulations of the Institute, the interpretation thereof by the Board shall be final and conclusive.
IV. HEAD OFFICE
The head office of the Institute shall be located at such places as the Board may from time to time determine by resolution.
V. SEAL
The corporate seal of the Institute shall be in such form as shall be prescribed by the Board, provided that the seal shall bear the words ADR Institute of Canada, Inc. The custody of the seal shall be entrusted to the Secretary.
VI. ORGANIZATION
The functions of the Institute shall be performed by its Members through the structure of general membership meetings, Chapters, Regional Affiliates, Directors, Executive Committee and employees as prescribed in these By-laws.
VII. MEMBERSHIP
The Secretary shall maintain a register of the names of all Members. Only those Members whose names are entered in the register and who are Members in Good Standing shall be entitled to the privileges of membership in the Institute unless otherwise provided by these By-laws.
a. All applications for membership in the Institute from persons who are not Members through membership in a Regional Affiliate shall be sent to the Institute with the prescribed membership fee. Applications shall be accepted or denied by the Board and the decision of the Board shall be final and binding in accordance with these By-laws.
b. All persons who are members of a Regional Affiliate shall be Members in the same membership category as they are in the Regional Affiliate. Each Regional Affiliate shall collect from the Member and pay to the Institute the applicable membership fees. Any Region may apply to the Board to exempt any given category of regional membership from Institute membership.
a. Charter Member: Charter Members shall be the Members on the date of incorporation of the Institute who have maintained their membership continuously since that date.
b. Fellow: The use of the title of Fellow may be conferred by the Institute upon any designated Member who has, by meritorious service, advanced the purpose and interest of the Institute or a Regional Affiliate.
c. Honorary Member: The use of the status of Honorary Member may be conferred by the Institute upon a Member who has demonstrated support of a Regional Affiliate or the Institute and the arbitration and mediation profession.
d. Individual Member: Shall mean an individual granted membership in the Institute.
e. Associate Member: Associate Member status is for those individuals or non-profit organizations involved in industries which may use arbitration or mediation services and are not themselves practising arbitrators or mediators. The status of Associate Member may be conferred by the Institute upon any individual or non-profit organization who or which has applied for and complied with the requirements of this status. Associate Members may not hold elected office or vote.
f. Retired Member: Retired Member status is for those individuals who have been involved in arbitration or mediation but no longer perform any arbitration or mediation related functions but who wish to remain involved in a Regional Affiliate. This status may be conferred by the Institute upon any Member who has applied for and complied with the requirements of this status.
g. Corporate Member: Shall mean a corporation, law firm or other professional organization that has been granted membership in the Institute. With the consent of the Regional Affiliate, each Corporate Member may become a member of a Regional Affiliate, for no further membership fee, in those Regions where a Corporate Member has an office.
a. Each Corporate Member is entitled to nominate one individual to be the Corporate Member Representative (the "Corporate Representative") for that Corporate Member, for the purposes of:
i. receiving notices;
ii. exercising voting rights; and,
iii. holding elected office at any level of the Institute for the Corporate Member.
b. Each Corporate Member is entitled to representation by the Corporate Representative at the national level, in which case the Corporate Representative may reside in any Region.
c. With the consent of the Regional Affiliate, each Corporate Member is also entitled to appoint a corporate representative to each Regional Affiliate of which it is a member, in which case the corporate representative must reside in that particular Region.
d. A Corporate Member may elect to change its representatives at any time; however, if the Corporate Representative is currently holding the office of Director or elected office, the office is not transferable.
5. Resignation
Members of any category of membership not in arrears for any dues or levies may resign their membership by giving notice in writing to the Secretary and surrendering any certificates of designation of Chartered Arbitrator or Chartered Mediator held by them.
6. Removal from Membership for Nonpayment of Dues, Fees, Assessments or Levies
Members whose dues, fees, levies or assessments are not paid within ninety (90) days after the date when they become due and payable shall automatically be suspended and, if not paid within an additional thirty (30) days after suspension, shall cease to be Members and their names shall be removed from the Members' register. The former Members must surrender any certificates of designation of Chartered Arbitrator or Chartered Mediator held by them.
Any former Member who wishes to be reinstated must apply to the Institute for reinstatement and pay the required dues and reinstatement fees. Such former Members may be reinstated by the Board on such terms as the Board may from time to time determine.
The Board shall have the right to establish the Institute=s annual membership dues, and additional specific fees for holders of designations, including C.Arb. and C.Med. designations, subject to approval by Members in Good Standing at an annual general or special meeting of the Members. Memberships are on a calendar year basis. Each annual general or special meeting of the membership will review the annual membership dues and establish the annual membership dues that shall be in effect for the next calendar year. Sixty (60) days notice will be given to the Regional Affiliates of any proposed change in the annual membership dues before the applicable annual general or special meeting of the Members, and no later than August 31st of the calendar year.
9. Special Assessments and Levies
When required to maintain or further the interests of the Institute, the Board may levy a special assessment upon Members.
10. Voting Rights of Members in Good Standing
Members in Good Standing except Associate Members shall have full voting rights.
11. Eligibility of Members in Good Standing to Hold Elected Office
Except as specifically provided otherwise in this By-law, Members in Good Standing including Corporate Members through their Corporate Representatives may hold elected office at any level.
VIII. DESIGNATIONS
The use of the designation of Chartered Arbitrator (C.Arb.) or Chartered Mediator (C.Med.) may be conferred by the Institute upon any Individual Member who has complied with the requirements for its use.
IX. NATIONAL BOARD OF DIRECTORS
The property, funds and affairs of the Institute shall be managed within the limits of the By-laws by the Board.
2. Composition
a. The Board shall consist of not more than fifteen (15) Directors who shall be Members in Good Standing or the Corporate Representatives of Corporate Members in Good Standing.
b. The Board shall be made up of one Member in Good Standing from each Regional Affiliate and an equal number of Members in Good Standing or Corporate Representatives appointed or elected by Corporate Members who shall be Members in Good Standing of the Institute. There may not be more than two (2) Directors who are Corporate Representatives from any one Region.
c. If the President is a Director elected from a Regional Affiliate, the Board shall appoint, for a one (1) year term, one (1) additional Director nominated by the Regional Affiliate from which the President was elected.
d. Regional Affiliates shall be those in existence at June 30 of each year.
a. Subject to the provisions set out in section X. 2., the term of office of Directors elected or shall be one (1) year. The President will be a Director during his or her term(s) of office.
b. The term of office of Directors shall commence immediately following the annual general meeting of the Institute in the year in which they are elected.
c. The term of office of Directors who are appointed by the Board shall be one (1) year, or until the immediately following annual general meeting.
4. Elections (Nomination Procedure)
a. At least sixty (60) days prior to the annual general meeting, the Executive Director shall ask for a nomination for Director from each Regional Affiliate and a list of nominations for Director from the Corporate Members.
b. The list of nominees shall be reported to all Regional Affiliate secretaries and all Corporate Representatives prior to the date of the annual general meeting.
c. These nominations are subject to the provisions of section X. 2. which provide for automatic renomination of Directors who have been elected as officers for the upcoming term of office.
5. Vacancies
If any vacancy arises among Directors for any reason, the Board may fill the vacancy thus created for the balance of the vacating Director's term. If the Director was a Region's nominee, then the Board shall appoint a replacement Director nominated by the Regional Affiliate for the Region from which the vacating Director came. If the vacating Director was a Corporate Representative, then the Board shall appoint a Corporate Representative as the replacement Director. Any Director so appointed shall meet the requirements to ensure compliance with Section 2(b) above.
The Board may, by two-thirds (2/3) vote of its members present and voting, remove from office any Director. The Director so removed may appeal to the next general membership meeting.
7. Meetings
a. Regular
i. Regular meetings of the Board shall be held at least twice a year at such time and place in Canada as the Board may determine.
ii. Notice of regular Board meetings shall be given to the Directors at least thirty (30) days in advance. Notice thereof may be waived by all of the Directors.
b. Special
i. Special meetings of the Board may be called by the President or at the request of at least one-quarter (1/4) of the Directors.
ii. Notice of special Board meetings shall be given to the Directors at least fourteen (14) days in advance. Notice thereof may be waived by all of the Directors.
c. Quorum
At any meeting of the Board, a quorum shall consist of a simple majority (50% plus one) of those entitled to be present and vote, unless otherwise specifically provided. Directors who declare a conflict of interest shall nonetheless be counted in determining a quorum. If the number of Directors present at a Board meeting falls below the number required for a quorum, there can be no further valid transaction of business until a quorum is again present.
d. Minutes
Minutes of all Board meetings shall be circulated to all the Directors and Regional Affiliates.
The Board or Executive Committee may hold meetings by telephone conference call or such other similar method as will permit all Directors or members of the Executive Committee to hear all other participants in the meeting.
8. Voting
a. Each Director shall have one (1) vote at Board meetings.
b. All questions not affecting the By-laws or Regulations shall be decided by a majority of votes cast. Questions affecting the By-laws or Regulations shall be decided by two-thirds (2/3) majority of votes cast.
9. Committees
The Board may establish committees in order to effectively conduct its business.
X. OFFICERS
1. Composition
The officers of the Institute shall be a President, the Vice-Presidents, a Secretary and a Treasurer.
2. Induction
The election of officers after the Initial Term (as set out in the Consolidation Agreement between AMIC and CFDR) will be held by the Board at a meeting prior to each subsequent Annual General Meeting. All voting members of the Board may vote for officers.
Each elected officer shall be inducted in the following manner:
a. President: The Board shall elect the President from among the current President (if such person wishes to stand for re-election) and Vice-Presidents.
b. First Vice-President and Second Vice-President: The Board shall elect the First Vice-President and Second Vice-President annually.
c. Third Vice-President: In the event that neither the First Vice-President nor the Second Vice-President is a Corporate Representative, the Board shall appoint a Third Vice-President from the Corporate Representatives. Alternatively, in the event that both the First Vice-President and the Second Vice-President are Corporate Representatives the Board shall appoint as Third Vice-President a Member in Good Standing who is eligible to hold office in accordance with the By-laws and who is not a Corporate Representative.
d. Secretary and Treasurer: The Board shall elect the Secretary and Treasurer annually. The same person may hold the Secretary and Treasurer positions. The terms of office for each of these officers shall be the same as the term of the members of the Board. The Secretary and Treasurer do not need to be Directors and if they are not appointed by a Regional Affiliate or by the Corporate Members as a Director, they shall be non-voting members of the Board.
Any Director elected as a Vice-President for the next term will be deemed to the nominee for Director from the Region or as a nominee from the Corporate Members, as the case may be, for that next term.
Where a person has been elected to two consecutive terms as a Vice-President, that person may be elected as President in the subsequent term. However, that person is only eligible to be elected as a Vice-President again with the prior consent of that person's Regional Affiliate if the person is a Director from a Region. This rule is intended to permit a Region to periodically change the nominee for Director if the Regional Affiliate so chooses even if the previous nominee has been serving as a Vice-President.
Election of officers shall be by ballot and majority of the votes cast shall elect. The results of the election shall be communicated to the membership as soon as possible.
Each elected officer shall take office at the immediately following Annual General Meeting and shall serve for a term as specified below.
a. President: The term of office of the President shall be one (1) year. The President may stand for election for two (2) consecutive one-year terms of office. An individual who held the office of President may be elected again provided that another individual or individuals hold the office for at least one intervening term.
b. First Vice-President: He or she shall serve a term of one year.
c. Second Vice-President: He or she shall serve a term of one year.
d. Third Vice-President: He or she shall serve a term of one year.
e. Secretary and Treasurer: He or she shall serve a term of one year or until the respective successors are elected.
4. Vacancies
Subject to the provisions regarding the office of President, vacancies in any office may be filled for the balance of the term thereof by the Board at any regular or special meeting. A vacancy in the office of President will be filled for the balance of the term of office by the First Vice-President. If the First Vice-President declines or is unable to assume the duties of President, the then Second Vice-President shall become the President. Subsequently, if the Second Vice-President declines or is unable to assume the duties of the President and there is a Third Vice-President, the Third Vice-President shall become President. If all of the Vice-Presidents decline or are unable to assume the office of President, then the vacant term of office will be filled by election held by the Board. If the First Vice-President, Second Vice-President or Third Vice-President becomes President for the balance of the term of office, that person will remain eligible to run for President in the next immediately following term.
5. Duties
a. President
The President shall be the chief elected officer of the Institute. He or she shall preside at all meetings of Members and of the Board at which he or she shall be present. The President shall see that all orders, resolutions and Regulations of the Board are implemented.
There shall be two (2) or three (3) Vice-Presidents. Vice-Presidents of the Institute shall assist the President in carrying on the administration of the Institute and perform such other duties and exercise such powers as the President or the Board may delegate to them. During the absence, inability or unwillingness to act of the President, the First Vice-President, Second Vice-President or Third Vice-President, in that order, shall perform the duties and exercise the powers of the President.
c. Secretary
The Secretary shall:
i. be responsible for circulating notices, agendas and minutes of meetings of the Members, the Board and the Executive Committee;
ii. ensure that minutes are prepared and that minute books are properly maintained for meetings of the Members, the Board and the Executive Committee;
iii. be responsible for correspondence with the Members and for maintaining internal communication within the Institute;
iv. maintain custody of the seal;
v. maintain a register of Members;
vi. sign such documents as require his or her signature;
vii. keep a copy of the Letters Patent and of any supplementary Letters Patent issued to the Institute, a copy of all memoranda of agreement and of all By-laws, Regulations and resolutions enacted by the Board or the Institute; and
viii. perform such other related duties as are required of him or her by the Board.
d. Treasurer
The Treasurer shall:
i. be responsible for the care and custody of the funds and other assets of the Institute;
ii. keep records of all dues, assessments and levies paid by Members;
iii. deposit all monies received with a chartered bank and make payments on this institution for all approved expenses incurred by the Institute;
iv. maintain full and accurate accounts of all financial transactions;
v. report to the Board on the financial standing of the Institute;
vi. sign such instruments as require his or her signature; and
vii. perform such other related duties as are required of him or her by the Board.
c. Certain specific duties of the Secretary and Treasurer may be delegated from time to time to staff of the Institute under the supervision of the officer.
The Board may, by two-thirds (2/3) vote of its members present and voting, remove any officer from office.
The administration and management of the Institute shall be performed by a person appointed by and directly responsible to the Board through the Executive Committee. This person shall have the title of Executive Director or other title as the Board shall designate. He or she shall employ and may terminate the employment of members of the staff necessary to carry on the work of the Institute. He or she shall manage and direct all functions and activities of the Institute and perform such other duties as may be specified by the Board.
XII. EXECUTIVE COMMITTEE
1. Composition
There shall be an Executive Committee which shall consist of the President, who shall be the chair, the Vice-Presidents, the Secretary, the Treasurer and the Executive Director.
2. Duties
The Executive Committee shall be responsible for the day-to-day administration of the affairs of the Institute in accordance with policies and actions approved by the Board. The committee shall not make policy decisions.
3. Meetings
Meetings of the Executive Committee shall be held at the call of the President or at the request of at least one-half (1/2) of the members of the Executive Committee. At least two (2) days notice shall be given of the date, time, place and agenda for meetings of the Executive Committee, unless notice is waived by all members of the Executive Committee.
In emergencies, special meetings of the Executive Committee may be called on four hours notice. A special meeting may be conducted by telephone conference call or such other similar method as will permit all members of the Executive Committee to hear all other participants in the meeting. Any such teleconference meeting can only be held with the unanimous consent of all members of the Executive Committee.
A majority of the Committee shall constitute a quorum for the transaction of business at all meetings of the Executive Committee. All questions shall be decided by a majority of votes cast.
XII. COMMITTEES
Standing committees shall be established by the Board. The costs of all standing committees shall be clearly identified in the annual budget of the Institute. Motions to establish standing committees must include specific terms of reference, which may be amended subsequently by the Board.
Ad hoc committees may be established by the Board. If the terms of reference are not included in the motion to establish an ad hoc committee, the committee shall draw up its own terms of reference and submit these to the Board for approval.
3. Chair
Standing and ad hoc committee chairs shall be appointed by the President and ratified by the Board.
All standing committee members shall be appointed for a one (1) year term by the chair thereof with the approval of the President and shall be eligible for reappointment. Ad hoc committees shall be appointed for specified terms not to exceed one (1) year.
The President and Executive Director shall each be an ex-officio member of all committees.
Where a committee has neglected or failed to act, the Board may disband the committee and appoint another.
Meetings of any committee shall be called by the chair thereof. Committees, except for those dealing with ethics or professional practice, shall circulate minutes of each meeting to the Board, as requested by the Board from time to time.
8. Quorum
A majority of committee members shall constitute a quorum. All questions will be decided by a majority of votes cast.
XIV. DISCIPLINE
The Board or committee duly appointed for this purpose may discipline, suspend or expel any Member for misconduct or violation of the By-laws or code of ethics of the Institute, on complaint made in writing and after due investigation into the complaint in accordance with Regulation No. 1 (the Discipline Procedure) established by the Institute and as amended from time to time.
XV. MEETINGS
1. Annual
a. The annual general meeting of Members shall be held at such time and place in Canada each year as the Board may determine.
b. Notice of the annual general meeting shall be given to all Members at least sixty (60) days prior to the meeting. Notice may be in the form of an announcement in a publication of the Institute.
2. Special
a. Special meetings of Members may be called by the President or by resolution of the Board.
b. A written petition signed by one hundred (100) Members in Good Standing of the Institute shall require the Board to call a special meeting of the Members.
c. Notice of a special meeting shall be given to all Members at least thirty (30) days prior to the meeting. Notice may be in the form of an announcement in a publication of the Institute and shall contain enough information to allow Members to make a reasoned decision.
The accidental omission to give notice of any meeting or the non-receipt of any notice by any Member in Good Standing, shall not invalidate any resolution passed or any proceedings taken at such meeting.
4. Quorum
Twenty-five (25) Members in Good Standing shall constitute a quorum for the transaction of business at all meetings of the Institute.
All meetings of the Members shall be conducted in accordance with the most recent edition of Robert=s Rules of Order, except where they are in conflict with the By-laws.
a. Each Member in Good Standing except for Associate Members shall have one (1) vote at all meetings of the Institute and in all elections or other ballots.
b. All questions not affecting the By-laws or Regulations shall be decided by a majority of votes cast, unless the Act or these By-laws otherwise provides. Questions affecting the By-laws or Regulations shall be decided by two-thirds (2/3) majority of votes cast.
Every question submitted to an annual general meeting or special meeting of the Institute shall be voted on in the first instance by a voice vote or by a show of hands or by a ballot vote when requested. Any Member in Good Standing may then demand a standing vote, where a ballot vote has not been taken. Any Member in Good Standing may demand a proxy vote, the result of which will be added to the standing vote.
The chair of any meeting shall only vote to break a tie, however the chair may carry and vote proxy votes.
Once the vote has been completed, a declaration by the chair that a resolution has been carried or defeated, unanimously or by any particular majority, shall be conclusive evidence of that fact.
10. Proxies
a. Votes may be given either personally or by proxy at any annual or special membership meeting.
b. Any Member in Good Standing may appoint as his or her proxy any other equally qualified Member in Good Standing. No one Member in Good Standing, other than an officer, may hold and vote more than 10 proxies from other Members in Good Standing.
c. Filing of Proxy: Each instrument appointing a proxy shall be filed with the Secretary of the Institute prior to the meeting being opened.
d. Instruments appointing a proxy shall be verified by the Secretary prior to such meeting being opened.
e. Form of Proxy: An instrument appointing a proxy shall be in writing, signed and dated by the appointer.
f. The notice of meeting shall contain a reminder of the proxy right accompanied with a sample form of proxy.
11. Demand Withdrawn
A demand for a standing vote, ballot vote or proxy count may be withdrawn.
12. Recorded Vote
Any Member in Good Standing may request that his, her or its vote be recorded in the minutes of the meeting.
XVI. REGIONAL AFFILIATES
The Board shall have the authority to approve, on application, Regional Affiliates or Chapters of the Institute, which shall have integrated status with the Institute.
2. Application
All applications to establish Regional Affiliates or Chapters shall be submitted to the Board and shall be accompanied by a report on the anticipated number of Members and the reason for the application.
The affairs of a Regional Affiliate shall be managed by a regional administration committee or board of directors in accordance with the By-laws and Regulations of the Institute and the Regional Affiliate.
4. Minutes
a. The Regional Affiliate shall be entitled to receive a copy of the Minutes of all meetings of the Board and of the Executive Committee and all annual general or special meetings of the Members.
b. Minutes of all meetings of the board of directors of the Regional Affiliate and annual general or special meetings of the Regional Affiliate shall be sent to the Institute within thirty (30) days following the date of each meeting. The number of members of the Regional Affiliate present shall be recorded in the Minutes of all meetings.
5. Regional Affiliate Nominations for National Board of Directors
Each Regional Affiliate shall designate one candidate for the Board. The name of the candidate nominated by the Regional Affiliate shall be the nominee for Director from that Region.
The nomination shall be submitted in writing to the Executive Director, affirming the willingness of the nominee to accept such position.
Each Regional Affiliate shall provide the Institute with a list of all Members in Good Standing within 30 days of the end of each quarter of the Institute's fiscal year. This membership list shall state the name and full mailing address of each Member in Good Standing.
7. Transfer of Responsibilities
The Board may transfer responsibilities to a Regional Affiliate as it sees fit, but retains the authority to establish national policy and standards in all Institute matters.
8. Removal from Regional Affiliate Status
A Region can be removed from Regional Affiliate status after a resolution of the Board recommending such action to an annual general or special meeting of the membership. At least thirty (30) days prior notice of the motion must be given to the membership. Such motion will require approval of two-thirds (2/3) of the votes cast at the meeting.
XVII. FINANCE, SIGNING AUTHORITY, DISSOLUTION AND INDEMNIFICATION
1. Finance
a. The financial year shall be from January 1 to December 31.
b. An audited statement of the accounts of the past financial year shall be prepared for approval at the annual general meeting.
c. A qualified accountant shall be appointed at the annual general meeting to audit the accounts at fiscal year end. The Board shall have the power to appoint an alternative qualified accountant in the event that the appointee is unable to continue providing this service between annual general meetings.
d. Except as hereinafter provided, no officer, Director or member of any committee shall receive any remuneration for duties performed in carrying out their committee functions on behalf of the Institute, but may be reimbursed for reasonable expenses incurred. The Board may obtain directors and officers liability insurance each year.
e. Every Director and officer of the Institute and their heirs, executors, administrators and other legal personal representatives, shall from time to time be fully indemnified and saved harmless out of the funds of the Institute from and against all claims of any kind arising in any manner from their activities on behalf of the Institute.
f. The Board may award special remuneration to any officer, employee or member of the Board for special services undertaken on behalf of the Institute other than routine work ordinarily required.
a. Execution of Documents
Contracts, documents and other instruments made in the name of the Institute shall be binding on the Institute when signed by the President, the Executive Director or their appointee.
b. Signing Officers
The Board shall appoint up to three (3) of its members as signing officers, any one of whom shall have authority to co-sign documents with the Executive Director when necessary.
c. Certification of Documents
The Board shall have authority to appoint any member of the Board or any staff member to certify a specific document
d. Cheque Signing Authority
The Board shall, by resolution, set a limit on the cheque signing authority of the Executive Director. All cheques exceeding the limit shall be signed by:
i. the Executive Director and
ii. the President or a signing officer.
a. Should the Institute be dissolved for any reason or surrender its charter, its assets, after paymnet of or provision for its liabilities; shall be delivered to one or more non-profit organizations having a similar objectives or a registered charity in Canada as determined by the Board.
b. The Institute shall be operated without purpose of pecuniary gain to any of the Members, and any surplus or accretion of the Institute shall be used solely for the purposes of the Institute and the promotion of its objectives.
XVIII. REGULATIONS
1. Establishment and Amendment
The Board may make such Regulations as it shall deem expedient for the administration and government of the Institute and for the effective carrying on of its objects as set forth, and may repeal, amend or reenact the same from time to time.
2. By-laws and Regulations.Where the repeal, amendment or re-enactment of a Regulation also required an amendment to the By-laws, the revised Regulation shall take effect at the same time as the amended By-laws become effective.
XIX. AMENDMENTS
1. Notice
A change in the By-laws not made by the Board may be proposed by any Member or Members in Good Standing at the annual general meeting or at a special meeting called for that purpose, if notice in writing of the change has first been given by such Member or Member in Good Standing to the Board not less than sixty (60) days prior to such annual general or special meeting and to the secretary of each Region at least thirty (30) days before the date of the annual general or special meeting.
All amendments to the By-laws shall be approved by at least two-thirds (2/3) of the votes cast at an annual general meeting or at a special meeting of the Members called for the purpose.
Newco By-laws May 25 revisionRev4
Approved by AMIC Board May 25, 2000