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Royal Architectural Institute of Canada
By-Laws
Article l – Definitions
In these By-Laws
- "Act" means The Canada Corporations Act, R.S.C.
l970, Chapter C-32, and amendments thereto, or any successor
legislation;
- "Recognized Association" means an association,
society or institute of architects as may be recognized
from time to time by The Royal Architectural Institute of
Canada in accordance with these By-Laws;
- "Board" means the Board of the Royal Architectural
Institute of Canada;
- "Royal Institute" means the Royal Architectural
Institute of Canada;
- Reference to the singular and masculine shall be deemed
to include the plural and feminine as the context requires.

Article II –
Membership
- (a) Members: full membership in the Royal Institute is
reserved for individuals with formal defined qualifications
in the field of architecture. The qualifications acceptable
for full membership are as follows:
(i) active or retired members of a Canadian provincial architectural
licensing organization; or
(ii) individuals who have been certified by the Canadian
Architectural Certification Board (CACB); or
(iii) graduates of the RAIC Syllabus of Studies who have
obtained CACB certification; or
(iv) graduates from a professional degree program at a Canadian
University School of Architecture; on or before June 30,
1995; or
(v) graduates of a CACB-accredited professional degree program
after June 30, 1995; or
(vi) graduates from a foreign school of architecture at
the discretion of the Board; or
(vii) on the recommendation of the Program Head, the holder
of an academic appointment at a Canadian University School
of Architecture.
Full membership shall be subdivided into the following categories
of members: Architects, Interns or Intern Architects and Architectural
Graduates, Architectural Faculty, Fellows.
(b) A Member retiring may continue as a retired Member of
the Royal Institute with payment of reduced annual fees. Retired
Members retain all of their rights and privileges except such
retired Members shall not be eligible for election to office.
(c) International Associates of
the Royal Institute shall be those who have an architectural
license or the equivalent from a non-Canadian licensing authority
and demonstrate good standing in
the profession in the locale in which they are licensed. Such
persons may be resident within or outside of Canada.
(d) A Member may become a Life Member
after forty years of membership with the Royal Architectural
Institute of Canada, or at the discretion of the Board of
Directors. A Life Member shall not be required to pay annual
membership dues. Life Members shall retain all their rights
and privileges except a Life Member shall not be eligible
for election to office.
(e) Affiliate Members of the Royal
Architectural Institute of Canada shall be those who are involved
in the design and construction industry and who are associated
with the architectural profession through:
i) the provision of services to the design and construction
industry, or
ii) the manufacture, distribution, or installation of building
products, or
iii) the development and promotion of building and design
standards or regulations and programs for the design and construction
industry.
Affiliate members may be persons, corporations, organizations
or other entities who may reside in Canada or outside of Canada.
Affiliates in good standing may indicate that they are Affiliates
of the Royal Architectural Institute of Canada but they shall
not use the designation RAIC in any form.
Affiliate members may not vote at Annual and special meetings
of the Royal Architectural Institute of Canada. They are not
eligible to serve as a member of the Board of Directors.
(f) Student Associates of the Royal
Architectural Institute of Canada shall be those students
who are enrolled full-time in a professional degree program
in architecture at a Canadian University School of Architecture
or in the RAIC Syllabus Program.
Student Associates in good standing may indicate that they
are Student Associates of the Royal Architectural Institute
of Canada but they shall not use the designation RAIC in any
form.
Student Associates may not vote at Annual and special meetings
of the Royal Architectural Institute of Canada. They are not
eligible to serve as a member of the Board of Directors.
(i) International Associates in good standing may indicate
that they are International Associates of the Royal Architectural
Institute of Canada, and may use the title International Associate
RAIC but not RAIC Associate or the initials RAIC alone or
the initials IARAIC as a suffix to their names.
(ii) International Associates may not vote at Annual or special
meetings of the Royal Institute. They shall not be eligible
to serve as a member of the Board of Directors.
2. Persons joining any class of membership within the Royal
Institute do thereby agree to uphold the aims and objectives
of the Royal Institute.
3. A person belonging to any class of membership within the
Royal Institute may withdraw by letter of resignation addressed
to the Chief Administrative Officer but such withdrawal shall
not affect any obligations of that person to pay dues or other
monies then payable to the Royal Institute.
4. The membership of any person belonging to any class of
membership in the Royal Institute shall be cancelled effective
June 1 of any year in which membership fees have not been
received by May 31 of that year. Any class of member may be
re-instated by paying his or her fees in full for the current
year, provided that the fees are received in the RAIC office
prior to noon on the last business day of that year. After
that date, reinstatement for that year, or any previous year,
shall not be possible for any reason including eligibility
for nomination to the College of Fellows, eligibility for
any RAIC position, scholarship, award, recognition, or any
other program, except by 2/3 majority vote of the Board upon
consideration of exceptional circumstances (such as ill-health)
and deposit of all fees owing at least 30 days prior to the
decision of the Board. The Board of the Royal Institute may
expel any person belonging to any class of membership in the
Royal Institute for conduct unbecoming to the architectural
profession, upon two/thirds majority vote of the Board.
5. The membership shall pay annual dues to the Royal Institute.
The dues shall be set from time to time by the Board in an
amount sufficient to meet the obligations and programmes of
the Royal Institute and shall be payable on the first day
of January each year, or on such other date as the Board may
determine.

Article III - Membership
and Honorary Classifications
- Only those persons meeting the requirements of Article
II (l) (a) and (b) of these By-Laws may use in connection
with their names the word "Member" or the abbreviations
more particularly set out in the Letters Patent of the Royal
Institute. No person belonging to any other class of membership
within the Royal Institute may use in connection with his
name any abbreviation designating his membership.
- All persons who have been or are hereafter admitted to
the Royal Institute as Honorary Fellows or Honorary Members
shall be considered as associated with the Royal Institute
in their respective honorary classifications.

Article IV - College
of Fellows
- There shall be a College of Fellows which shall be headed
by a Chancellor appointed in accordance with procedures
established by the College. There shall also be a Dean and
a Registrar of the College appointed in accordance with
such procedures, and whose duties are listed therein. The
Dean shall be Acting Chancellor in the absence of the Chancellor
or whenever he is unable to act and shall succeed to that
office upon the resignation or death of the Chancellor until
a new Chancellor is elected as hereinafter provided.
- The Fellows shall constitute an advisory body which may
put its views before any Board meeting for consideration
and such action thereon as the Board may decide. The Fellows
and the Honorary Fellows shall be known collectively as
the College of Fellows. The Chancellor of the College of
Fellows shall be a full voting member of the Board of the
Royal Institute and shall attend the Board meetings.
- The Chancellor shall appoint, from time to time, Regional
Chairmen in Geographic Areas of Canada to be designated
by the Chancellor, which Areas may consist of one or more
provinces. The Regional Chairmen in their respective Areas
will assist the officers of the College by receiving nominations,
by initiating committee work when so requested and by liaison
with the Recognized Associations on matters of common interest
to the Recognized Associations and the College of Fellows.
The duration of the Regional Chairmen's appointments will
be at the pleasure of the officers of the College, with
a maximum term of three (3) years.
- A Member of the Royal Institute who is over 35 years
of age and who has achieved professional eminence or has
rendered distinctive service to the profession or to the
community at large shall be eligible for nomination to Fellowship
as outlined in the Rules and Regulations of the College
of Fellows.
- The Procedure for Nomination and Election of New Fellows
is set forth in the Rules and Regulations of the College
of Fellows.

Article V - Honorary
Fellows
- Members of the Royal Family, persons who hold or have
held high office in the Government of Canada and other eminent
or distinguished persons to be selected as the Royal Institute
may determine from time to time, shall be eligible for election
as Honorary Fellows.
- Nominations for Honorary Fellowship shall be made by
the National Screening Committee, the terms of reference
for which are included in the Rules and Regulations of the
College of Fellows. Nominations shall be submitted to the
Board and if not less than two-thirds of the Directors approve
then the nominee shall be invited to accept the Honorary
Fellowship. The Honorary Fellowship shall be for life.

Article VI - Honorary
Members
- Architects residing in Canada who have retired from practice
or any other persons in Canada who have rendered distinguished
service to the architectural profession shall be eligible
for election as Honorary Members.
- A nomination for an Honorary Membership may be made in
confidence by any Member supported by five (5) other Members
to the Board. If not less than two-thirds of the Directors
approve then the nominee shall be invited to accept the
Honorary Membership and if he agrees his election as an
Honorary Member shall be announced at the next or current
Annual Meeting. The Honorary Membership shall be for life.

Article VII - Annual
and Special Meetings of the Royal Institute
- An Annual Meeting of the Royal Institute shall be called
in each calendar year at such place and date as the Board
may select fixed for the meeting.
- Special Meetings of the Royal Institute may be called
at such place and date as the Board may select. Notice of
such Special Meetings specifying the business to be conducted
at same shall be sent to all Members, Fellows, Honorary
Fellows and Honorary Members at least one (1) month prior
to the date fixed for the meeting.
- At any Special or Annual Meeting , only Members may vote
and, except as otherwise provided in the Act, the Letters
Patent of the Royal Institute and these By-Laws, all matters
shall be decided by a majority vote. Fifty Members present
at any Annual or Special Meeting shall constitute a quorum.
- At any Special or Annual Meeting, a Member may empower
another Member to vote on his or her behalf by proxy vote,
if the proxy is received at the office of the Royal Institute
at least 15 days prior to the Annual or Special Meeting.
The proxy shall be revoked if the Member attends the meeting
in person.

Article VIII - Board
of Directors
- There shall be six (6) geographic Areas from which the
Directors shall be elected, namely:
(1) British Columbia and Yukon Territory
(2) Alberta and Northwest Territories
(3) Saskatchewan and Manitoba
(4) Ontario and Nunavut
(5) Québec
(6) New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland
and Labrador.
- Two (2) Directors shall be elected from Ontario and one
from each of the other Areas. Ontario shall be divided into
two (2) sub-regions: Ontario North and East (postal codes
K and P) and Nunavut; and Ontario Southwest (postal codes
L, M, and N). Each will be served by one (1) Director.
All Directors shall be domiciled in the Area from which
they are elected and once elected, shall serve as members
on a national basis. Each Director shall serve for a three
(3) year term
A Director representing Intern Architects shall be elected from the RAIC Intern Architect members at large. The Intern Architect Director shall serve for a three (3) year term.
- The Board shall consist of thirteen (13) Directors, namely
eight (8) Directors as per Article VIII (2) above including
a Second Vice-President; and, in addition, the President,
the Past President, the First Vice-President, the Chancellor
of the College of Fellows and the Chair of the Council of
Canadian University Schools of Architecture. The Board may also include a Student Associate as a non-voting Director. The Board may
increase the number of Directors, by the addition of up
to three Directors-at-large, upon two-thirds majority vote
of the Board, provided that at the time of any such addition,
a budget has been approved by the Board for the fiscal year
in which such Directors will commence service, and, provided
that a deficit will not be created by the addition of any
such Directors-at-large in that fiscal year.
- The Board so constituted shall administer the affairs
of the Royal Institute.
- The quorum for the meetings of the Board shall consist
of the presiding officer and six (6) Directors.
- The first meeting of each Board at which the newly elected
Members of the Board shall take office, shall be held as soon as possible following January 1.
- Other meetings of the Board shall be held at such time
and places as decided by the Board provided the President
may change times and places due to unforeseen circumstances.
- The President shall, within five (5) days of receipt
of a written request from four (4) Directors, call a special
meeting of the Board for the purpose set out in the said
request, to take place three (3) weeks after such call and
in default of so doing, the four (4) Directors may themselves
call such a meeting, to be held at the Head Office of the
Royal Institute.
- At least three (3) weeks notice in writing shall be given
for all the Board meetings and the notice shall set out
the business to be transacted at the meeting. Failure to
give notice of any particular matter with which the Board
may desire to deal shall not deprive it of the power to
deal with such matters provided that any Director not present
at such meeting shall have the right to have it resubmitted
for discussion and decision at the next meeting of the Board.
If, in the opinion of the President, the matters to be dealt
with are so urgent that the length of notice should be reduced
he may reduce it to not less than two (2) weeks and the
notice of the meeting shall state that the President has
reduced the length of the notice for the said reason.
- Except as otherwise provided in the Act, the Letters
Patent incorporating the Royal Institute and these By-Laws,
all votes of the Board shall be decided by a majority vote.
The presiding officer and other officers present shall be
entitled to vote on all ballots.

Article IX - Letter
Ballot and Meetings of the Board by Telephone
- A letter ballot of the Board may be held on any business
at the instance of the President. The matter to be decided
shall be clearly set forth and submitted to all members
of the Board by mail, at least two (2) weeks before the
last date set for receipt of ballots. Letter ballots shall
be addressed to the President and the votes shall be counted
in the presence of the President or his nominee and at least
two (2) other Directors.
- Any meeting of the Board may, at the instance of the
President, be held by way of such telephone or other communications
facilities as permit all persons participating in the meeting
to communicate with each other. the Directors shall be informed
by letter or telephone, setting out the business to be transacted
at least two (2) weeks prior to the date of the meeting.

Article X –
Officers
- The Officers of the Royal Institute shall consist of the
President, the First Vice-President, the Second Vice-President
and the Immediate Past-President. They shall succeed to
office or be elected in the manner hereinafter provided.
The Officers shall constitute the Executive Committee of
the Royal Institute and shall be responsible for the administration,
management and control of the property, business and other
affairs of the Royal Institute during the intervals between
meetings of the Board of the Royal Institute.
- The term of office for an Officer shall be from the commencement
of the first meeting of the Board as provided in Article
VII until his successor has been elected and takes office
or until one or more of the following occurs:
(a) he resigns;
(b) he withdraws as a Member of the Royal Institute;
(c) he is expelled pursuant to Article II (4);
(d) he is expelled as an Officer by unanimous vote of all
other Directors;
(e) he becomes mentally incompetent, or
(f) he dies.
- Vacancies occurring between annual elections shall be
filled by the Board for the balance of the term as follows:
(a) if the office of the Immediate Past-President becomes
vacant it shall remain vacant until the successor takes
office pursuant to these By-Laws;
(b) if the office of the President becomes vacant the First
Vice-President shall thereupon become the new President
and shall remain in that office for the balance of that
term and the next succeeding term, provided that the duration
of the term filled in this manner is no longer than eighteen
(18) months. In the event that the new President's term
exceeds eighteen (18) months, the First Vice-President elected
as a result of the vacancy shall become President at the
conclusion of the first term of office served by the new
President.
(c) if the office of the First Vice-President becomes vacant,
it shall be filled for the balance of that term by the Second
Vice-President.
(d) if the office of the Second Vice-President becomes vacant,
it shall be filled for the balance of that term by one of
the Directors elected at a meeting of the Board.

Article XI –
President
The President shall give general supervision to the affairs
of the Royal Institute, and shall perform all the duties incidental
to his office and those imposed upon him by these By-Laws
or delegated to him by the Board. He shall preside at all
meetings of the Royal Institute and of the Board. In his absence
from any of these meetings, his place shall be taken by the
First Vice-President. He shall be a Member ex-officio of all
committees. Upon the conclusion of his term of office he shall
succeed to the office of Immediate Past-President and shall
continue in that post until the termination of the term of
office of the succeeding President. 
Article XII - First
Vice-President
The First Vice-President shall be elected annually by the
Board at the last meeting of the Board prior to the Annual
Meeting from amongst those Directors who have served as a
Director for the previous year and who have not yet completed
their three (3) year term as a Director or have been re-elected
as a Director for the next three (3) year term. The First
Vice-President shall possess all of the powers and shall perform
all of the duties of the President in his absence and shall
perform such other duties as are delegated to him by the Board.
Upon the conclusion of his term of office he shall succeed
to the office of President. 
Article XIII - Second
Vice-President
The Second Vice-President shall be elected annually by the
Board at the last meeting of the Board prior to the Annual
Meeting from amongst those Directors who have served as a
Director for the previous year and who have not yet completed
their three (3) year term as a Director or have been re-elected
as a Director for the next three (3) year term. The Second
Vice-President will serve for a period of one (1) year. 
Article XIV –
Staff
- The Board may appoint a Chief Administrative Officer and
such other members of executive staff with such titles as
it may from time to time decide to be appropriate to assist
the Officers. The duties of such persons shall be consistent
with sub-section 2 and 3 of this Article unless otherwise
directed by the Board on the recommendation of the Officers.
The salaries of such persons shall be recommended by the
Officers and approved by the Board.
- The Chief Administrative Officer of the Royal Institute
shall be responsible to the Board. He shall administer the
general affairs of the Royal Institute in accordance with
its policies, advise and assist the Officers and such committees
as may be appointed from time to time in their responsibilities
of office. He shall engage in no activity which might conflict
with his duties except with the approval of the Board.
He shall keep or cause to be kept an accurate record of
all meetings of the Board. He shall attend to correspondence,
send out notices required by these By-laws or as directed
by the Board, act as custodian of the seal of the Royal
Institute and certify documents issued by the Royal Institute
when certification is required. He shall maintain proper
books of account of the affairs of the Royal Institute and
shall ensure the deposit of all monies received by the Royal
Institute in a bank named by the Board. He shall invest
the funds of the Royal Institute in such securities as may
be authorized by the Board. He shall ensure that monthly
financial reports are submitted to the Board of Directors.
- The appointment of additional staff members and allocation
of their duties shall be the responsibility of the Chief
Administrative Officer within the limits of the approved
budget.

Article XV - Election
of Board of Directors
- Annual elections shall be held in the manner provided
herein for vacancies created on the Board by the Directors
completing their term of office. Directors completing their
term may stand for re-election for any number of terms.
- Any five (5) Members resident in an Area for which there
will be a vacancy on the Board in that year may nominate
a Member resident in that Area as a candidate to stand for
election in that Area by mailing a nomination letter signed
by them and the candidate to the Head Office of the Royal
Institute on or before the date established by the Board for final receipt of nominations. A statement
of not more than two hundred words may be submitted by the
candidate enclosed in the nomination letter.
- Within 10 business days following the date of receipt of final nominations, the Chief
Administrative Officer shall mail to all Members in the
Area of Election a ballot paper listing alphabetically the
names of all candidates for election in that Area accompanied
by copies of statements received.
- Only Members residing in the Area of Election may vote
for one of the candidates in that Area.
- The candidate in each area receiving the highest number
of votes shall be elected.
- The Members shall return their ballots by mailing them to the RAIC National Office. There shall be a minimum of 30 days between the issuance of ballots and the close of the election.
- Nomination letters, ballots issued, and ballots returning
being post-marked later than the dates mentioned above shall
be invalid.
- The scrutineer shall be the Auditor appointed at the preceding Annual General Meeting. A tie vote for any of the Directors shall be decided by a simple majority vote of the incumbent Board.
- Requirements with respect to time in this Article may
be waived or extended at the Board's discretion.

Article XVI- Vacancies
on the Board
- The term of office for a Director shall be automatically
vacated in the event one or more of the following occurs:
(a) he resigns;
(b) he withdraws as a Member of the Royal Institute;
(c) he is expelled pursuant to Article II (4);
(d) he becomes mentally incompetent, or
(e) he dies.
- Vacancies occurring between elections shall be filled
by the Board for the balance of the term of office of the
particular Director by the appointment to that office of
a Member resident in the same geographic Area as the Director
whose term of office he is completing.

Article XVII –
Committees
The Board shall appoint the Chairmen of Committees as required
to study and report on matters within the objects of the Royal
Institute. The Chairmen in consultation with the Board shall
appoint members of the committees. Chairmen shall act as convenors
and correspond with members of the Committees.

Article XVIII - Auditor
and Finance
- A Chartered Accountant or firm of Chartered Accountants
shall be appointed as auditor by those Members present at
the Annual Meeting to hold office until the close of the
next Annual Meeting provided that if the Members fail to
do so, the Board shall forthwith make such appointment.
The remuneration of the auditor shall be fixed by the Board.
- The financial year-end of the Royal Institute, unless
otherwise ordered by the Board, shall be May 31 in every
year.
- (a) The Board of the Royal Institute is hereby authorized
to borrow moneys or obtain other financial assistance from
time to time from any of the chartered Banks of Canada (hereinafter
called the Bank), including without limitation through the
issuance of bills of exchange drawn by the Royal Institute
and accepted by the Bank, upon the credit of the Royal Institute
in such amounts as the Board deems proper and by way of
overdraft or otherwise.
(b) Any promissory notes, bills of exchange or other negotiable
paper (including renewals thereof in whole or in part) signed
on behalf of the Royal Institute by the officer or officers
of the Royal Institute authorized from time to time to sign
negotiable instruments on its behalf and granted or accepted
by the Bank for moneys borrowed and interest thereon as
may be agreed upon or other financial assistance obtained
from the Bank shall be binding upon the Royal Institute.
(c) The Board may from time to time, if it sees fit to do
so, grant securities by way of mortgage, hypothecation,
pledge or otherwise covering all or any of the property
and assets of the Royal Institute present and future as
security for all or any monies borrowed by the Royal Institute
from the Bank and any such mortgage, hypothecation, pledge
or other security shall be valid and binding upon the Royal
Institute if signed by any of the officers authorized to
sign negotiable instruments on the Royal Institute's behalf.
(d) All contracts, deeds, grants, assurances and documents
reasonably required by the Bank or its Counsel for all or
any of the purposes aforesaid shall be executed and carried
into effect by the proper officers of the Royal Institute
(and when necessary the seal of the Royal Institute shall
be affixed thereto).
(e) This Article shall be irrevocable until a by-law repealing
or amending this Article shall have been confirmed or sanctioned
by the members and a copy thereof duly certified (under
the seal of the Royal Institute) delivered to the Bank,
and meanwhile all the powers and authorities hereby conferred
shall continue in force.

Article XIX - Signing
Officers
- The seal, an impression of which appears in the margin
hereof, shall be the seal of the Royal Institute.
- All contracts or other instruments in writing, whether
requiring the seal of the Royal Institute or not, shall,
unless otherwise provided by the resolution authorizing
same, be signed by the President or the Vice-President and
the Chief Administrative Officer or such other Executive
staff officer as may be designated by the Board. The Chief
Administrative Officer or such other officer as may be named
in any resolution of the Board shall affix the seal of the
Royal Institute to such instruments as require same. Such
contracts or other instruments in writing when so executed
shall be received as the act of the Royal Institute. Nothing
herein contained shall affect any signing authority from
time to time conferred on any officer or officers of the
Royal Institute in pursuance of any By-Law or any resolution
or resolutions which may from time to time be passed by
the Board, and the Board may from time to time by resolution
appoint any officer or officers (whether being the officers
in this paragraph mentioned or not) on behalf of the Royal
Institute, either generally to execute any contracts or
any other instruments in writing or any specific contract
or instrument in writing whether requiring the seal of the
Royal Institute or not. Any contract or instrument in writing
so signed shall be received as the act of the Royal Institute.

Article XX - Traveling
Expenses
- The Board may authorize the payment of traveling expenses:
(a) of the Directors or others whose attendance is expressly
deemed necessary by the Board, when attending the Annual
Meeting and meetings of the Board;
(b) of the President or some other person named by the President
on official visits to meetings of Recognized Associations
or on any other official business of the Royal Institute
authorized by the Board;
(c) of the Chairmen and Members of committees when attending
committee meetings authorized by the Board or engaged on
business authorized by the Board;
(d) of the salaried employees of the Royal Institute when
engaged on its business.
- "Traveling expenses" shall mean actual expenditures
as approved by the Board.

Article XXI –
Publications
- The Board shall cause to be published annually a list
of Members, International Associates, Fellows, Honorary
Fellows and Honorary Members, with their addresses; and
from time to time, such other documents as may be deemed
advisable.
- The official publication of the Royal Institute shall
be published periodically. The purpose of the publication
shall be to implement the objects of the Royal Institute
and to keep its Members informed generally concerning its
affairs.
- The Officers or any of them may be authorized by the
Board to enter into such contract negotiations with a publisher
as may be necessary from time to time to publish the official
publication and other publications.
- Matters of editorial content and policy will be the responsibility
of the officers of the Royal Institute.
- All of the membership of the Royal Institute shall receive
the issues of the official publication and such other publications
as the Board may designate. Subscriptions to the official
publication shall be deemed to be included in the dues referred
to in Article II of these By-Laws.

Article XXII –
Representation
The Board every two (2) years shall analyze its representation
formula with a view to recognizing the level of membership
and representation from the various Areas of Canada. The Board
shall either reaffirm the existing formula or revise it by
a simple majority vote. The existing formula shall continue
in full force and effect until it is so revised whether or
not it is analyzed and reaffirmed. 
Article XXIII - Bilingual
Policy
The Board shall conduct its business in English and/or French
as required in recognition of the two (2) official languages
of Canada. 
Article XXIV - New
By-Laws and Amendments to By-Laws
- Proposals for new By-Laws, amendments to or the repeal
of existing By-Laws, (hereinafter called a "proposed
amendment") may be made by the Board or any Director,
or by written request supported by ten (10) Members. Notice
in writing of the proposed amendment must be submitted to
the Chief Administrative Officer at least six (6) weeks
prior to the Annual or Special Meeting of the Royal Institute
at which the proposed amendment is to be considered. The
Chief Administrative Officer shall forward a copy of the
proposed amendment with the notice of the Annual or Special
Meeting.
- Subject to paragraph 3 hereto, the proposed amendment
shall come into effect immediately upon approval by a two-thirds
majority of those Members present at the aforesaid Annual
or Special Meeting, provided that the amendment shall not
be enforced or acted upon until the approval of the Corporations
Branch of Industry and Science Canada has been obtained.
- No amendment which has the effect of altering the classes
of membership within the Royal Institute or the rights,
privileges, or obligations which attach hereto, shall be
effective until it has been confirmed by letter ballot of
all Members as follows. The proposed amendment, as approved
by the Annual or Special Meeting of the Royal Institute
shall be sent with ballots addressed to the President to
all Members by mail at least two weeks before the last day
set for receipt of ballots. Ballots shall be counted in
the presence of the President or his nominee and at least
two other Directors. The proposed amendment shall be deemed
to be confirmed if 51% of the ballots received by the President
call for its confirmation. The Board shall determine whether
a specific proposed amendment has the effect of altering
the classes of membership within the Royal Institute or
the rights, privileges, and obligations which attach hereto
for purposes of this paragraph.
(Approved June 2010)
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