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Bylaws
A by-law relating generally to the transaction of the business and affairs of The International Society of Indoor Air Quality and Climate (the Society); BE IT ENACTED as a by-law of the Society as follows:
1. Head Office
2. Seal
3. Directors
4. Meetings of Directors
5. Officers and Administrator
6. Committees
7. Indemnities to Directors, Officers and Others
8. For the Protection of Directors and Officers
9. Membership
10. Meetings of Members
11. Enactment, Repeal and Amendment of Bylaws
12. Auditors
13. Trustees
14. Notices
15. Election Procedures
16. Cheques, Drafts, Notes etc.
17. Execution of Contracts etc.
18. Financial Year
19. Interpretation
20. Rules and Regulations
1. Head Office
The head office of the Society shall be located in the Province of Ontario, Canada at such a place therein as the Board (as hereinafter defined) may from time to time by resolution determine. At the discretion of the President, the Society may also establish an operations office at a location convenient to the President and/or the Administrator.
2. Seal
The corporate seal of the Society shall be such as the Board may by resolution from time to time adopt, and shall be entrusted to the Secretary of the Society for its use and safe keeping.
3. Directors
3.01 Board of Directors
The affairs of the Society shall be managed by a board of directors (herein referred to as the "Board") consisting of not less than five (5) and not more than seventy-five (75), who may exercise all such powers and do all such acts and things as may be exercised or done by the Society and are not by the by-laws or any resolution of the Society or by statute expressly directed or required to be done by the Society at a meeting of members.
3.02 Qualification of directors
Directors shall be individuals eighteen or more years of age and shall, at the time of their election or nomination and throughout the term of their office, be members of the Society.
3.03 Constitution of Board and term of office
1) The applicants for incorporation shall be the first directors of the Society whose term of office on the board of directors shall continue until their successors are elected or appointed in accordance with the by-laws. Directors shall be elected in accordance with Article 15.
2) The director's term of office shall be for three (3) years from the date of the general meeting next following his election until the third annual meeting next following or until his successor shall have been duly elected whichever comes first.
3) The Board of Directors shall consist of the President, VP (Policy), VP (Practice), VP (Research), the Treasurer, the Secretary, the immediate Past President, the Designated representative of the Academy Fellows and other individuals as the members may by resolution determine. The representative of the Academy Fellows will serve on the Board as a nonvoting member, in an advisory capacity, unless he/she simultaneously holds an elected position.
4) From time to time in the event of any vacancy however caused occurring in the Board (except through an increase in the number of directors), such vacancy may, as long as there is a quorum of directors then in office, be filled by the directors (from among the members of the Society) if they shall see fit to do so; otherwise, such vacancy may be filled at the next meeting of members; and any director appointed or elected to fill any such vacancy shall hold office for the unexpired term of the director who ceased to be a director and who caused such vacancy.
3.04 Vacation of office
A person ceases to be a director or an officer of the Society:
a) if he or she becomes bankrupt;
b) if he or she is found by a court to be mentally incompetent or of unsound mind; if by notice in writing to the Secretary of the Society he or she resigns the office;
d) if he or she ceases to be a member of the Society;
e) on death; or
f) in the case of an ex-officio director, if he or she ceases to hold the office which entitled him or her to be a director.
3.05 Removal of directors and officers
The members of the Society may, by resolution passed by at least two thirds of the votes cast at a general meeting of which notice specifying the intention to pass such resolution has been given, remove any director or officer before the expiration of his term of office and may, by majority of the votes cast at such meeting, elect any member in his stead for the remainder of his term.
3.06 Remuneration of directors and representatives
The directors of the Society shall serve without remuneration and no director shall directly or indirectly receive any profit from his position as such; provided that a director may be paid reasonable expenses incurred by him in the performance of his duties. Nothing herein shall be construed to preclude any director from serving the Society as an officer or in any other capacity and receiving compensation therefore.
4. Meetings of Directors
4.01 Place of meeting and notice
1) Meetings of the Board may be held either at the head office of the Society or at any place within or outside Canada. A meeting of the Board may be convened by the President or any two directors at any time and the Secretary by direction of the Board, the President or any two directors shall convene a meeting of the directors.
2) Notice of any meeting of the Board shall be delivered or mailed or sent by telecopy or otherwise communicated to each director not less than seven days if mailed and not less than two days if delivered, sent by facsimile, telecopy or otherwise communicated (exclusive of the day on which the notice is delivered or mailed or sent by telecopy or otherwise communicated but inclusive of the day for which notice is given) before the meeting is to take place; provided always that meetings of the Board may be held at any time without formal notice if all the directors are present or those absent have waived notice or have signified their assent in writing to such meeting being held in their absence. Notice of any meeting or any irregularity in any meeting or in the notice thereof may be waived by any director.
3) For the first meeting of the Board to be held at an annual or general meeting of the members immediately following the election of directors or for a meeting of the Board at which a director is appointed to fill a vacancy in the Board, no notice of such meeting need be given to the director or directors so elected or appointed in order for the meeting to be duly constituted, provided that a quorum of the directors is present.
4) If all of the directors of the Society consent thereto generally or in respect of a particular meeting, any one or more directors may participate in a meeting of the board or of a committee of the board by means of such conference telephone or other communications facilities as permit all persons participating in the meeting to hear each other, and a director participating in such a meeting by such means is deemed to be present at the meeting.
5) A resolution in writing, signed by all the directors entitled to vote on that resolution at a meeting of directors or committee of directors, is as valid as if it had been passed at a meeting of directors or committee of directors.
4.02 Chairman of general meeting
The President shall preside at all meetings of the Board and of the members. In the absence of the President at a meeting of the Board, the directors present shall choose one of their number to be Chairman of the meeting. In the absence of the President at a meeting of members, the members present shall choose one of the other directors present to be Chairman of the meeting.
4.03 Quorum
A quorum at any meeting of the Board shall be the presence in person of not less than three (3) of the number of directors in the office.
4.04 Voting
1) Questions arising at any meeting of the Board shall be decided by a majority of votes. In case of an equality of votes, the Chairman of the meeting, in addition to his original vote, shall not have a second or casting vote.
2) At any meeting unless a poll is demanded, a declaration by the Chairman that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive evidence of the fact without proof of the number or proportion of votes recorded in favour of or against the motion.
5. Officers and Administrator
5.01
a) Officers. The members shall every three (3) years or as often as may be required, elect, in accordance with Article 15, a President, Vice-President (Policy), Vice-President (Research), Vice-President (Practice) the Treasurer, the Secretary and such other officers as the members may by resolution determine. The officers who shall have such authority and shall perform such duties hereinafter set forth or as may from time to time be prescribed by the members.
b) Administrator. The Board may appoint an administrator who in such capacity shall be responsible for the day to day operations of the Society, subject to the direction and control of the Board and the President. In addition to or instead of the foregoing, the administrator shall have such other powers and shall perform such other duties as from time to time may be conferred upon or assigned to him by the Board or the President and shall, if requested to do so, serve as an ex officio non voting director of the Society.
5.02 Remuneration and removal of officers
The directors may fix the remuneration (if any) to be paid to officers of the Society. All officers shall be subject to removal in accordance with sub-article 3.05.
5.03 Election of Officers and the term of office
The officer's term of office shall be for three (3) years from the date of the general meeting next following his election until the third annual meeting next following or until his successor shall have been duly elected or whichever comes first.
5.04 President
1) The President shall sign such contracts, documents or instruments in writing as require his or her signature. The President shall be (the chief administrative officer of the Society and shall be) responsible to the Board for the co ordination of all affairs of the Society. In all matters affecting the Society, the President shall be deemed to be an agent of the Society acting under the authority and at the express intention and express direction of the Board or any committee thereof, as the case may be.
2) In addition to any other authority or duties conferred by direction of the Board, the President shall exercise general and active supervision over:
a) the selection, employment, supervision and discharge of all employees, subject to ratification of same by the Board;
b) the formation of a special ad hoc committee, from year to year, comprised of himself and two other officers of the Society, for the establishment of salaries and any other administrative matters affecting the establishment and maintenance of the head office of the Society and the personnel employed therein;
c) the preparation and submission of such reports and statements as the Board may from time to time direct be prepared and submitted to the Board, to any director or officer of the Society or to any meeting of the members of the Society;
d) the preparation of the annual budget for the Society, showing expected revenues and expenditures; and
e) the safe keeping and good state of repair of all physical properties of the Society.
5.05 Vice-Presidents
There shall be Vice-President (Policy), Vice-President (Research) and Vice-President (Practice). Each Vice-President shall be vested with all the powers and shall perform all the duties of the President in the absence or inability or refusal to act of the President. The Vice-President shall sign such contracts, documents or instrument in writing as require his, her or their signatures and shall have such other powers and duties as may from time to time be assigned to him, her or them by the Board.
5.06 Secretary
The Secretary shall, when present, act as secretary of all meetings of directors and members, shall have charge of the minute books of the Society and the documents and registers referred to in the Canada Society Act. The Secretary shall sign such contracts, documents or instruments in writing as require his or her signature and shall have such other powers and duties as may from time to time be assigned to him or her by the Board or as an incident to his or her office.
5.07 Treasurer
Subject to the provisions of any resolution of the Board, the Treasurer shall have the care and custody of all the funds and securities of the Society and shall deposit the same in the name of the Society in such bank or banks or with such depositary or depositaries as the Board may direct. The Treasurer shall sign such contracts, documents or instruments in writing as require his or her signature and shall have such other powers and duties as may from time to time be assigned to him or her by the Board or as are incident to his or her office. The Treasurer may be required to give such bond for the faithful performance of his or her duties as the Board in their uncontrolled discretion may require, but no director shall be liable for failure to require any bond or for the insufficiency of any bond or for any loss by reason of the failure of the Society to receive any indemnity thereby provided.
5.08 Past President
The Past President shall serve as an advisor to the Board to provide continuity with the past Board and to provide knowledge, experience and expertise on the Society’s past policies and practices. The Past President shall attend Board meetings but shall not vote on Board resolutions.
5.09 Eligibility for re-election
An incumbent President shall not be eligible for re election to the office of President for a consecutive term. Similarly the incumbent Past President shall not be eligible for re election to the same office after serving two (2) consecutive terms in that office.
6. Committees
6.01 Nominating Committee
a) The Society shall have a Nominating Committee consisting of the President and not less than two and not more than four (4) other members who shall be elected at an annual meeting and shall remain in office until the third annual meeting next following.
b) The Nominating Committee shall develop a list of nominees for election to office and solicit opinions on the proposed nominees from the directors and the Founders and will obtain confirmation in writing from any proposed nominee that he/she is agreeable to stand for election. The list of nominees as prepared by the Nominating Committee shall be mailed to the members with the ballots. The Nominating Committee can, at its discretion, also provide a list of recommended nominees with the ballot; if a list of recommended nominees is provided to the members, it should not be on the ballot itself, but can be provided with the ballot.
c) The Nominating Committee shall have the power to fix its quorum and elect its chair. The powers of the Nominating Committee may be exercised by a meeting at which a quorum is present or by resolution in writing signed by all members of the Nominating Committee who would have been entitled to vote on that resolution at a meeting of the said Committee. The provisions of sub-articles 3.04 and 3.05 shall apply to members of the Nominating Committee, mutatis mutandis.
The Board may from time to time constitute such committees as it deems necessary to assist the directors in carrying on the affairs of the Society and shall prescribe the duties of any such committees.
7. Indemnities to Directors, Officers and Others
7.01
Every director or officer of the Society or any other person who has undertaken or is about to undertake any liability on behalf of the Society and his or her 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 Society, from and against,
a) all costs, charges and expenses whatsoever which such director, officer or other person 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 or her, in or about the execution of the duties of his or her office; and
b) all other costs, charges and expenses that he sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by his own wilful neglect or default.
8. For the Protection of Directors and Officers
8.01
No director or officer for the time being of the Society shall be liable for the acts, receipts, neglects or defaults of any other director of officer or employee or for any loss, damage or expense happening to the Society through the insufficiency of deficiency of title to any property acquired by order of the Board or for or on behalf of the Society or for the insufficiency or deficiency of any security in on upon which any of the moneys of or belonging to the Society shall be placed out or invested or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person, firm or company with whom or which any moneys, securities or effects shall be lodged or deposited or for any other loss, damage or misfortune whatever which may happen in the execution of the duties of such director's or officer's respective office or trust or in relation thereto unless the same shall happen by or through such director's or officer's own wrongful and wilful act or through his or her own wrongful and wilful neglect or default.
8.02
The directors for the time being of the Society shall not be under any duty or responsibility in respect of any contract, act or transaction whether or not made, done or entered into in the name or on behalf of the Society, except such as shall have been submitted to and authorized or approved by the Board. If any director or officer of the Society shall be employed by or shall perform services for the Society otherwise than as a director or officer or shall be a member of a firm or a shareholder, director or officer of a company which is employed by or performs services for the Society, the fact of his being a director or officer of the Society shall not disentitle such director or officer or such firm or company, as the case may be, from receiving proper remuneration for such services.
9. Membership
9.01 Qualification
The members of the Society shall be those persons who are from time to time enrolled as members of the Society at its head office. There shall be maintained at the head office of the Society a list of members in good standing enrolled at such office. Save as otherwise expressly herein provided, the fee for membership in the Society, for each class of member (as hereinafter provided for), shall be such sum per annum as may be fixed from time to time by the Board.
9.02 Classes of membership
There shall be three classes of membership in the Society, namely:
(a) Founders;
(b) Ordinary Members;
(c) Student Members;
(d) ISIAQ Honorary Academy Fellows.
The Board may by resolution prescribe additional classes of membership provided that such resolution shall have force and effect only until the next annual meeting of the members of the Society when it shall be confirmed, and failing such confirmation at such annual meeting of members it shall cease to have any force and effect.
9.03 Ordinary members
Ordinary members shall be those individuals who have filed an application for such membership with the Society and who have been appointed as ordinary members by the Board.
9.04 Student members
Student members shall be those individuals in full time attendance in an accredited college or university. Student members shall not be entitled to vote.
9.05 Founders
Founders shall be those individuals whose names appear on the list annexed hereto as Schedule "A" entitled
"Founding Members": Founders shall, subject to Sections 9.07 and 9.08 below, be entitled to membership in the Society for life but shall not be entitled to any other benefits to which Ordinary Members are entitled unless a Founder has paid the then current annual membership fee.
9.06 ISIAQ Honorary Academy Fellows
The International Academy of Indoor Air Sciences (IAIAS) shall herein become an official component of ISIAQ. ISIAQ shall recognize former members of the Academy as “Fellows of ISIAQ”.
The Academy Fellows shall be those individuals previously selected by the IAIAS, and to be selected in the future by the Fellows. Fellows represent an honored role for those who through their scholarship or practice have advanced the field on indoor air science in an extra ordinary manner. Fellows shall be selected through a rigorous nomination, recommendation and review process governed by the Fellows. Fellows shall be entitled to the term “Academy Fellow of ISIAQ” for life but shall not be entitled to any other benefits to which Ordinary members are entitled unless a Fellow has paid the then current annual membership fee.
THE ACADEMY SHALL:
• Promote scholarships, honouring young and senior investors and provide travel awards for deserving participants in international and local conferences
• Engage in fund raising to create an endowment for honorary awards and travel scholarships
• Nominate the presidency and venue for international and regional conferences to ISIAQ BOD.
ISIAQ will allocate a portion of its revenues (a minimum of 2% of the registration fees for official ISIAQ organized conferences) to the Academy of Fellows in support of their activities.
9.07 Termination of membership
The membership of any member shall be automatically terminated if such member fails to pay any fee within sixty days after it is due. Such termination of membership shall not prejudice the member's right to apply for re-admission. The Board may, by a resolution passed by a two-thirds majority vote, terminate any membership for just cause, provided, however, that the membership of any director of the Society has first been removed as a director of the Society pursuant to Section 3.05 of this By-law.
9.08 Resignation
Any member of the Society may resign as a member of the Society by letter addressed to the Secretary of the Society at the head office of the Society. The Board may, by resolution passed by a majority vote, request any member to resign.
9.09 Liaisons with Affiliate organizations
The Board may from time to time, designate by Resolution such affiliate organizations as it deems in the best interest of the Society. Any designated affiliated organization may, at the pleasure of the Board, be permitted to have representation at meetings of the Board or any committee in an observer capacity.
10. Meetings of Members
10.01 Annual meetings
The Members of the Society shall be those persons who, in the discretion of the Board, are interested in achieving the objects of the Society and who are from time to time enrolled as members of the Society at its head office. The annual meeting of the members shall be held at the head office of the Society, or such other place within or outside Canada, on such day in each year and at such time as the Board may by resolution determine. At annual meetings there shall be presented a report of the directors of the affairs of the Society for the previous year, a financial statement of the Society, the auditor's report and such other information or reports relating to the Society's affairs as the directors may determine.
10.02 General meetings
Other meetings of the members (to be known as "general meetings") may be convened by order of the Chairman of the Board, the President or by the Board to be held at any date and time and at any place within or outside Canada. In addition, the Chairman of the Board or, failing him, the President shall call a general meeting of the members on receipt of a written requisition to do so of not less than 5% of the members entitled to vote at such meeting.
“Affiliate Members” shall be those individuals normally residing in or citizens of a Developing Country and who have filed an application for such membership with the Society and who have been appointed as Affiliate Members by the Board.
“Corporate Members” shall be those companies, corporations, partnerships, trusts, governmental agencies and unincorporated associations which have filed an application for such membership with the Society and who have been appointed as Corporate Members by the Board. Each Corporate Member shall appoint two (2) representative individuals or the purposes of holding office as a director, an officer or a committee member and for the purposes of receiving or waiving notice of, attending, forming a quorum or voting at a meeting of members, or the Board, or a committee and holding and giving a proxy at a meeting or a committee.
10.03 Notice
A printed, written or typewritten notice stating the day, time and place of a meeting of the members and the general nature of the business to be transacted shall be served by sending such notice to each member of such meeting and to the auditor of the Society through the post in a prepaid wrapper including, but not limited to, a magazines, journal or newsletter) or letter not less than (fourteen) nor more than sixty days (exclusive of the day of mailing but including the day for which notice is given) before the date of every meeting directed to such address of each such member and of the auditor as appears on the books of the Society, or if no address is given therein, then to the last address of each such member or auditor known to the Secretary; provided always that a meeting of members may be held for any purpose at any date and time and at any place within Canada without notice if all the members are present in person at the meeting or if all the absent members shall have signified their assent in writing to such meeting being held in their absence. Notice of any meeting or any irregularity in any meeting or in the notice thereof may be waived by any member or by the auditor of the Society.
10.04 Omission of notice
The accidental omission to give notice of any meeting or the non receipt of any notice by any member or by the auditor of the Society shall not invalidate any resolution passed or any proceedings taken at any meeting of members.
10.05 Contents of notice
Notice of any meeting of members shall include a statement of the right of such member to appoint a proxy, who need not be a member, to exercise the same voting rights that the member appointing such a proxy would be entitled to exercise if present at the meeting. The notice of such meeting shall contain sufficient information concerning such business to permit the member to form a reasoned judgement on the decision to be taken.
10.06 Proxies
At any meeting of members, a proxy duly and sufficiently appointed by a member shall be entitled to exercise, subject to any restrictions expressed in the instrument appointing such proxy, the same voting rights that the member appointing him or her would be entitled to exercise if present at the meeting. A proxy need not be a member of the Society.
10.07 Chairman
In the absence of the President, the members present at any meeting shall choose another director to act as Chairman of the meeting and if no director is present or if all the directors present decline to act as Chairman, the members present shall choose one of their number to be Chairman of the meeting.
10.08 Voting
1) Every question submitted to any meeting of members shall be decided by a majority of votes given on a show of hands unless otherwise specifically provided by statute or by these by laws. In case of an equality of votes, the Chairman of the meeting shall have, both on a show of hands and on a poll, have a second or casting vote. (Each member shall be entitled to one vote if present at a meeting in person or by proxy).
2) At any meeting, unless a poll is demanded, a declaration by the Chairman that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive evidence of the fact without proof of the number or proportion of votes recorded in favour of or against the motion.
10.09 Polls. If at any meeting
A poll is demanded on the election of a Chairman or on the question of adjournment, it shall be taken forthwith without adjournment. If a poll is demanded on any other question it shall be taken in such manner and either at once or later at the meeting or after adjournment as the Chairman directs. The result of a poll shall be deemed to be the resolution of the meeting at which the poll was demanded. A demand for a poll may be withdrawn.
10.10 Adjournments
The Chairman may with the consent of any meeting adjourn the same from time to time and no notice of such adjournment need be given to the members. Any business may be brought before or dealt with at the original meeting in accordance with the notice calling the same.
10.11 Quorum.
A quorum for the transaction of business at any meeting of members shall consist of not less than ten (10) members present in person or represented by proxy; provided that in no case can any meeting be held unless there are five (5) members present in person.
11. Enactment, Repeal and Amendment of By-laws
11.01
By-laws of the Society may be enacted, and the by-laws of the Society repealed or amended, by by-law enacted by a majority of the Board at a meeting of the Board and sanctioned by an affirmative vote of a majority of the members at a meeting of members duly called for the purpose of considering such by-law; provided always that the repeal or amendment of a by-law of the Society shall not be enforced or acted upon until the approval of the Minister of Industry and Science shall have been obtained.
11.02
A copy of any by-law to be sanctioned at an annual or general meeting of members (including a by-law which amends or repeals an existing by-law) shall be sent to every member of the Society with the notice of such meeting.
12. Auditors
12.01
The members shall at each annual meeting appoint an auditor to audit the accounts of the Society 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 from time to time by the Board.
13. Trustees
13.01 Duties of Trustees
The Society shall have two (2) Trustees who shall be responsible for ensuring that the wishes of the general membership as expressed through resolutions of the membership passed at annual or other meetings of the general membership are fulfilled, for approving the minutes of meetings of the general membership and for ensuring that the operations of the Society and its activities generally are consistent with the constitution and by-laws of the Society.
13.02 Election of Trustees
Applicants for Trustees shall be elected in accordance with Article 15.
13.03 Annual Report
Trustees shall submit a report annually to the general membership of the Society at the time of the annual meeting.
13.04 Access to records
Trustees shall have full and complete access to any premises occupied by the Society and any financial records or books, leases, correspondence, files and any and all of such other records of the Society as the Trustees may in their discretion deem appropriate; provided that the Trustee shall exercise their authority hereunder so as not to substantially interfere with or adversely affect the operation of the Society's activities.
14. Notices
14.01 Service
Any notice to be given to any member or director or auditor shall be served {Ontario only - either personally or] by sending it through the mail in a prepaid envelope or wrapper addressed to such member, director or auditor at his address as the same appears in the books of the Society or, if no address be given herein, then to the last address of such member, director or auditor known to the Secretary of the Society. With respect to every notice sent by mail, it shall be sufficient to prove that the envelope or wrapper containing the notice was properly addressed and put into a Post Office or into a Post Office letter box.
14.02 Signatures to notices
The Trustees shall be elected and retire in rotation and at the 1997 next annual meeting of Members one (1) Trustee shall be elected to hold office until the third annual meeting of Members after that date. The second Trustee shall be elected at the 1998 annual meeting of Members to hold office until the third annual meeting after that date. Subsequently at annual meetings of Members, a Trustee shall be elected to fill the position of the Trustee whose term of office has expired (if any) and each trustee so elected shall hold office until the third annual meeting of Members after his/her election.
14.03 Vacation of office
A person ceases to be a trustee of the Society:
a) if he or she becomes a bankrupt;
b) if he or she is found by a court to be mentally incompetent or of unsound mind; if by notice in writing to the Secretary of the Society he or she resigns his office;
d) if he or she ceases to be a member of the Society;
e) on death; or
f) in the case of an ex-officio trustee, if he or she ceases to hold the office which entitled him or her to be a trustee.
14.04 Removal of trustees
The members of the Society may, by resolution passed by at least two thirds of the votes cast at a general meeting of which notice specifying the intention to pass such resolution has been given, remove any trustee before the expiration of his term of office and may, by majority of the votes cast at such meeting, elect any member in his stead for the remainder of his term.
14.05 Remuneration of trustees
The trustee of the Society shall serve without remuneration and no trustee shall directly or indirectly receive any profit from his position as such; provided that a trustee may be paid reasonable expenses incurred by him in the performance of his duties. Nothing herein shall be construed to preclude any trustee from serving the Society as an officer or in any other capacity and receiving compensation therefore.
14.06 Computation of time
Where a given number of days notice or notice extending over any period is required to be given, the day of service or posting of the notice shall, unless it is otherwise provided herein, be counted in such number of days or other period.
14.07 Proof of service
A certificate of the President, a Vice-President, the Secretary or Treasurer or of any other officer of the Society in office at the time of the making of the certificate as to facts in relation to the mailing or delivery of any notice to any member, director, officer or auditor or publication of any notice shall be conclusive evidence thereof and shall be binding on every member, director, officer or auditor of the Society, as the case may be.
15. Election Procedures
15.01 Effective Date
The elected officers of the Association and the members of the Executive Committee of a division shall take office at the first meeting following their election and shall hold office until their successors take office.
15.02 Computation of time
Where the time limit for the going of anything in an election expires or falls on a Saturday or holiday, the time so limited extends to and the thing may be done on the day next following that is not a Saturday or a holiday.
15.03 Qualified electors
Every member is in good standing and not in arrears to the Society for any fee or levy, is an elector qualified to vote at an election of officers of the Society.
15.04 Nominee
No person shall be elected as an officer of the Society or as a Trustee unless he has been nominated as provided in the by-laws of the Society, and every vote case for any person not so nominated is void.
15.05 Nominations in writing
The nominations for President, Vice-President (Policy), Vice-President (Research), Vice-President (Practice) the Secretary and the Treasurer shall be in writing and signed by the nominee indicating his/her consent to be a candidate and by at least five persons entitled to vote at the election, and if not so signed, are void.
15.06 Delivery of nomination
Every nomination paper shall be delivered at the registered office of the Society or sent by mail to him so as to be received thereat on or before the ninetieth day prior to the next annual meeting of the Society, and, if not so received, is void.
15.07 Scrutinizers
The President, Secretary and the Legal Counsel, shall act as scrutinizers at the election.
15.08 Members List
a) The Secretary shall, on or before the ninetieth day prior to the next annual meeting of the Society prepare an alphabetical list of the members of the Society who are entitled to vote at the elections. These lists may be examined by any member of the Society during normal business hours at the registered office of the Society, and if a member of the Society complains in writing to the President of the improper omission or insertion of any name on the list, the President shall forthwith examine the complaint and rectify any error he may find.
b) If any member of the Society is dissatisfied with the decision of the President, he may, in writing, request the President to refer his decision on to the remaining two scrutinizers who have been designated for the purpose of the election and who shall forthwith review the matter and give their decisions to the President before the sixtieth day prior to the next annual meeting.
c) The decision of a majority of the reviewing scrutinizers in final, and the list shall remain or be altered by the President in accordance with their decision. These lists as they stand on the sixtieth day prior to the date of the next annual meeting shall be signed by the President and the two remaining scrutinizers, and constitute the lists of those entitled to vote at the elections.
15.09 Acclamation
Where only one candidate remains in respect to any one particular office of the Association or of any of the divisions of the Association, he/she shall be certified by the Executive Director to have been elected to that office by acclamation. An individual who is elected to an office by acclamation shall not be eligible for election to any other office.
l5.10 Ballots
a) When a poll is necessary, the President shall forthwith send a ballot to each member whose name is on the list of persons entitled to vote (sent to his/her address as shown on the books of the Society). The ballot shall be in the form approved by the scrutinizers, and include one or more return envelopes and a memorandum of voting instructions.
b) The form and content of the ballot, the accompanying envelope or envelopes and the voting instructions shall be as the scrutinizers consider will best ensure and preserve the anonymity of the voters and the secrecy of their votes.
15.11 Return of ballots
Every voter shall enclose his ballot in the envelope or envelopes provided in accordance with the voting instructions and deliver it or send it by mail to the office of the President so that it will be received thereat on or before the thirtieth day prior to the next annual meeting.
15.12 Counting of ballots
a) Beginning on the day following the last day for receiving ballots and proceeding daily thereafter, except on Saturdays and holidays, the ballots shall be opened by the Secretary or his representative and the President or his representative in the presence of the remaining scrutinizers who shall scrutinize and count the votes and keep a record thereof in a book which the Society shall maintain for the purpose.
b) In counting the votes, the scrutinizers may utilize any mechanical, electronic, or other device that it is approved by the Board for that purpose.
c) Any person entitled to vote at the election is entitled to be present at the counting of the votes.
15.13 Counting of Votes
(a) A vote cast for any person whose name is not on the list of candidates or who is ineligible to be a candidate is void, and the election shall be reported as if such a vote had not been cast.
b) If two or more candidates for any one office receive the same number of votes which leaves the election of that officer undecided, the scrutinizers shall forthwith put into a ballot box a number of papers with the names of the candidates who received the same number of votes written thereon, one for each candidate, and the President or his representative shall draw by chance from the ballot box, in the presence of the Secretary or his representative, one of such papers, and the candidate whose name appears upon the paper so drawn shall be certified as having been elected to that office.
c) Subject to sub article 15.13(d), the candidate for each office who has received the highest number of votes shall be certified forthwith by the President as having been elected to that office.
d) In the event that an individual has stood for more than one office and has received the highest number of votes with respect to more than one office, such individual shall, within fifteen (15) days of being advised by the
President of the election results, select which office he wishes to hold and the candidate receiving the second highest number of votes shall be certified as having been elected to that office.
15.14 Certificate of results
The President shall forthwith after making the certification mentioned in the previous paragraph report the results to the membership in such manner as the President deems acceptable.
15.15 Modification of election procedure
If for any cause an election of an officer is not held as provided in these provisions, the Board shall make all provisions necessary for holding an election and fix the dates for nomination of the candidates and for taking, counting and recording the votes thereat and declaring the results thereof, but any such election shall, as so far as is practical, conform to these rules.
15.16 Appeals
a) Any member who was qualified to vote at an election of officers or Trustees may, in accordance with the following provisions, petition the Society against the election of any officer or Trustee. Such a petition shall not be entertained unless it is filed with the President within fifteen days next following the date on which the result of the election was certified under paragraph 15.14 and unless it contains a statement of grounds on which the election is disputed and unless a copy thereof is served within twenty days next following such date upon the officer petitioned against.
b) The petitioner shall deposit with his/her petition, One Hundred Dollars ($100.00) to meet any cost that the officer or Trustee petitioned against may in the opinion of the Board, be put to, and the Board may in the event of a petition being dismissed, award such a sum to be paid to the officer petitioned against as in their opinion is just, and the Board in its discretion, in the event of it being decided that the officer or Trustee was not duly elected or qualified, may award costs to the petitioner.
c) The Board shall appoint an ad hoc committee to inquire into matters raised in an election petition and the committee shall report thereon to the Board as soon as reasonably possible.
d) The Committee of Inquiry shall appoint a day, time and place for the hearing of the petition and give notice there of to the petitioner and to the person petitioned against.
e) Upon receipt of the report of the Committee of Inquiry, the Board shall find the officer or Trustee petitioned against duly elected or qualified or not duly elected or qualified.
f) Where the officer or Trustee petitioned against is found to be not duly elected or qualified, the Board shall name the candidate for that office having the highest number of votes next after the officer or Trustee who was elected and shall declare such person to be a duly elected and qualified officer in place of the officer or Trustee petitioned against.
g) The President shall notify all parties concerned of the disposition of the petition by the Board.
h) The President may destroy the ballots and other papers relating to an election of officers after all petitions resulting from the election have been disposed of.
16. Cheques, Drafts, Notes etc.
16.01
All cheques, drafts or orders for the payment of money and all notes and acceptances and bills of exchange shall be signed by such officer or officers or person or persons, whether or not officers of the Society, an in such manner as the Board may from time to time designate by resolution.
17. Execution of Contracts etc.
17.01
Contracts, document or instruments in writing requiring the signature of the Society may be signed by any two officers and all contracts, documents or instruments in writing so signed shall be binding upon the Society without any further authorization or formality. The Board is authorized from time to time by resolution to appoint any officer or officers or any person or persons on behalf of the Society either to sign contracts, documents or instruments in writing generally or to sign specific contracts, documents or instruments in writing.
17.02
The corporate seal of the Society may when required be affixed to contracts, documents or instruments in writing signed as aforesaid, by any officer or officers, person or persons, appointed as aforesaid by resolution of the board of directors.
17.03
The term "contracts, documents or instruments in writing" as used herein shall include deeds, mortgages, hypothec, charges, conveyances, transfers and assignments of property, real or personal, immovable or movable agreements, releases, receipts and discharges for the payment of money or other obligations, conveyances, transfers and assignments of shares, bonds, debentures or other securities and all paper writings.
17.04
In particular, without limiting the generality of the foregoing, any two of the President, Vice-President (Policy), Vice-President (Research), Vice-President (Practice), Treasurer and Secretary or any two directors are authorized to sell, assign, transfer exchange, convert or convey any and all shares, bonds, debentures, rights, warrants or other securities owned by or registered in the name of the Society and to sign and execute (under the corporate seal of the Society or otherwise) all assignments, transfers, conveyances, powers of attorney and other instruments that may be necessary for the purpose of selling, assigning, transferring, exchanging, converting or conveying any such shares, bonds, debentures, rights, warrants or other securities.
18. Financial Year
18.01
The Board may by resolution fix the financial year end of the Society and the Board may from time to time by resolution change the financial year end of the Society.
18.02 ISIAQ Fellows Annual Financial Report
An annual report shall be submitted summarizing financial activities of the Academy Fellows for the year.
l9. Interpretation
19.01
In all by-laws and special resolutions of the Society, the singular shall include the plural and the plural the singular; the word "person" shall include firms and corporations, and the masculine shall include the feminine and the neuter. Whenever reference is made in any by-law or any special resolution of the Society to any statute or section thereof, such reference shall be deemed to extend and apply to any amendment or re-enactment of such statute or section thereof, as the case may be.
20. Rules and Regulations
20.01
The board of directors may prescribe such rules and regulations not inconsistent with these by-laws relating to the management and operation of the corporation as they deem expedient, provided that such rules and regulations shall have force and effect only until the next annual meeting of the members of the corporation when they shall be confirmed, and failing such confirmation at such annual meeting of members shall at and from time to time cease to have any force and effect.
