CANADIAN SOCIETY OF CORPORATE SECRETARIES

Transcription

1 CANADIAN SOCIETY OF CORPORATE SECRETARIES (Hereinafter called the "Society") BY-LAW NO. 3 A BY-LAW RELATING GENERALLY TO THE CONDUCT OF THE AFFAIRS OF THE SOCIETY TABLE OF CONTENTS ARTICLE TITLE PAGE ONE INTERPRETATION Definitions Interpretation... 4 TWO BUSINESS OF THE SOCIETY Head Office Other Office Chapters and Branches Financial Year Branches Banking Arrangements Dissolution Procedure Seal... 5 THREE MEMBERSHIP Members Obligations of Members Fees, Dues, etc Chapter or Branch Fees, Dues, etc Reduced Fees Termination of Membership Continuing Obligations... 6

2 - ii ARTICLE TITLE PAGE FOUR MEETINGS OF MEMBERS Annual Meeting Business at Annual Meeting Special Meetings Notice of Meetings Errors and Omissions Proxies Deposit of Proxies Right to Vote Votes to Govern Method of Voting Method of Voting Show of Hands Method of Voting - Balloting Quorum Chair Secretary... 8 FIVE NOTICES Method of Giving Notices Computation of Time Omissions and Errors Waiver of Notice... 9 SIX DIRECTORS Power to Manage Composition of the Board Term Quorum Vacation of Office Filling Vacancies Meetings Participation at Meetings In Camera Sessions Place of Meetings Chair Votes to Govern... 10

3 - iii ARTICLE TITLE PAGE 6.10 Resolution in Lieu of Meeting SEVEN OFFICERS Election of Senior Executive Officers Appointment of Other Officers Agents, Attorneys and Employees Terms of Employment and Remuneration Chair Vice-Chair President Secretary Treasurer Variation of Duties EIGHT COMMITTEES Other Committees NINE REMUNERATION AND INDEMNIFICATION Remuneration Limitation of Liability Indemnity of Directors and Officers Insurance TEN AUDITORS Auditors ELEVEN AMENDMENT TO BY-LAWS Amendment to By-Laws Effective Date... 13

4 CANADIAN SOCIETY OF CORPORATE SECRETARIES (Hereinafter called the Society ) BY-LAW NO. 3 A BY-LAW RELATING GENERALLY TO THE CONDUCT OF THE AFFAIRS OF THE SOCIETY ARTICLE ONE - INTERPRETATION 1.1 Definitions - In this by-law and all other by-laws of the Corporation, unless the context otherwise requires: (c) (d) (e) (f) (g) (h) the Act means the Canada Corporations Act and any regulations thereunder, as amended from time to time; Branch means any branch, or branches of the Society established pursuant to this by-law or any other by-law of the Society; Director means a member of the Board of Directors of the Society; Letters Patent means the letters patent incorporating the Society as from time to time amended by supplementary letters patent; Meeting of Members includes annual and special meetings of Members; Members means a member in good standing of the Society; Society means the Canadian Society of Corporate Secretaries. Retirement means the status of a member no longer fully employed, who will submit a declaration stating their status that has been accepted by the Board of Directors in accordance with the Society s policy then in effect concerning benefits for which retired Members are eligible. 1.2 Interpretation - In this by-law and all other by-laws of the Society, unless the context otherwise requires: (c) may is construed as permissive; shall is construed as imperative; words importing the singular number shall include the plural and vice versa; words importing the masculine gender shall include the feminine and neuter genders, and words importing persons shall include individuals, bodies

5 - 5 corporate, partnerships, firms, associations, government representatives, and any number or aggregate of persons; (d) save as the context may require, the words and expressions defined in the Act or Regulations shall have the same meaning when used. ARTICLE TWO - BUSINESS OF THE SOCIETY 2.1 Head Office The head office of the Society is to be situated in the Municipality of Metropolitan Toronto in the Province of Ontario Other Office - The Society may establish such other offices and agencies elsewhere within Canada as the directors may by resolution determine. 2.2 Chapters and Branches - The Board of Directors may by resolution approve the establishment of chapters or branches, incorporated or unincorporated, which shall be responsible for the affairs of the Society in their designated territories, and to such end may grant funds or enter into agreements with such establishments. 2.3 Financial Year - The financial year of the Society shall be the calendar year, unless changed by resolution of the Board of Directors. 2.4 Execution of Documents - Deeds, transfers, assignments, contracts and obligations of the Society shall be signed by any two directors or any one director together with any one officer. Notwithstanding this, the Board of Directors may at any time direct the manner in which and the person or persons by whom any particular deed, transfer, contract or obligation or any class of deeds, transfers, contracts or obligations may be signed and in the event of any conflict between this article 2.4 and such resolution of the Board of Directors, the resolution of the Board of Directors shall prevail Banking Arrangements - The banking business of the Society shall be transacted with such banks, trust companies or other financial institutions as may from time to time be designated by or under the authority of the Board of Directors. Such banking business or any part thereof shall be transacted under agreement, instructions and delegations of powers as the Board of Directors may by resolution from time to time authorize. 2.6 Dissolution - Upon the dissolution of the Society, the Society s assets may be distributed, after payment of all debts and liabilities, only to a not-for-profit body corporate, trust, foundation or similar entity with objects similar to those of the Society, or otherwise, as the Board of Directors may in its discretion determine. Provided, however, that the Board of Directors shall not direct the distribution of the Society s remaining assets to its Members unless (i) the distribution is made to Members in equal shares, (ii) the Board of Directors obtains tax advice in relation to the impact on Members receiving any such distribution and (iii) the proposed method of distribution to Members is approved by the Members at a general meeting. 2.7 Procedure - Procedure at all meetings of Members, the Board of Directors and Committees shall be determined by reference to the current version of Wainberg s Rules of Order, however it be named. 2.8 Seal - The corporate seal of the Society shall be in such form as prescribed by the Board of Directors from time to time. Any person authorized to sign any document may affix the corporate seal thereto.

6 - 6 ARTICLE THREE - MEMBERSHIP 3.1 Members - Any person shall be eligible for membership in the Society, who: is engaged as a corporate secretary, assistant corporate secretary or corporate governance professional on behalf of an entity, performs a role in legal, financial, investor relations, shareholder communications or administrative services, or performs duties in some other capacity which is equivalent to or supports directly or indirectly any of the foregoing positions or roles. is an Associate or Fellow of the Institute of Chartered Secretaries and Administrators in Canada in good standing. 3.2 Obligations of Members - Every Member shall comply with the by-laws and any rules and regulations of the Society as may be determined by the Board of Directors from time to time. 3.3 Fees, Dues, etc. - The amount of fees, dues or assessments shall be determined by the Board of Directors annually and shall be due and payable within 60 days of the mailing of invoices Chapter or Branch Fees, Dues, etc. - Any fees, dues or assessments determined by any Chapter or Branch of the Society for its own purposes may be collected by the Society on behalf of the Chapter or Branch in conjunction with the Society s fees or dues Reduced Fees - The Board of Directors may establish fees or dues from time to time, which may be less than the annual fees or dues, for Members as a result of: (c) a declaration of retirement; or a declaration of current unemployment; or any other grounds that the Board of Directors believes in its discretion to be reasonable. 3.4 Termination of Membership - Membership may be terminated upon the happening of any of the following events: upon delivery of written notification of resignation to the Secretary or other officer of the Society, such resignation to be effective upon the date specified in the notice; or upon failure to pay annual fees, dues or other assessments when they are due Continuing Obligations - Termination of membership for whatever reason shall not relieve a Member from paying to the Society any obligations arising before the effective date of termination of membership. ARTICLE FOUR - MEETINGS OF MEMBERS 4.1 Annual Meeting - The Annual meeting of Members shall be held on such day and at such time in the year and at such place in Canada as the Board of Directors may from time to time determine.

7 Business at Annual Meeting - The Annual Meeting shall be held for the purposes of: (c) (d) (e) receiving the report of the Board of Directors; receiving the financial statements and auditor s report; appointing auditors for the ensuing year; transacting such other business as may be determined by the Board of Directors or that may be properly be brought before the meeting; and the election of directors. 4.2 Special Meetings - The Chair, or the Vice-Chair, or the Board of Directors, shall have the power to call a Special Meeting of Members at any time and at any place in Canada as they may determine. Special Meetings of Members shall be called by the Chair or Vice-Chair immediately upon the written request of one-third of the Directors then in office or upon the written request of not less than twenty Members. 4.3 Notice of Meetings - Notice of any meeting of Members shall be given by sending the notice to each Member entitled to vote at the meeting by prepaid ordinary mail, by , fax or other electronic means,not fewer than 14 days and not more than 35 days before the date of the meeting. Notice of a special meeting of Members shall state: the nature of the business to be transacted at the meeting in sufficient detail to permit the Members to form a reasoned judgment thereon; and the text of any special or ordinary resolution or by-law to be submitted to the meeting. A Member and any other person entitled to attend a meeting of Members may in any manner and at any time waive notice of or otherwise consent to a meeting of Members Errors and Omissions - The Society shall use its best efforts to ensure that Members are properly given notice of meetings, but no error or omission in giving notice shall invalidate or affect the meeting or any proceeding undertaken at the meeting. 4.4 Proxies - Every Member entitled to vote at any Meeting of Members may appoint a proxy, who need not be a Member, to attend and act at a meeting in the same manner, and to the same extent and with the same power as if the Member were present at the meeting. The instrument appointing a proxy shall be in writing and signed by the Member or his duly authorized attorney and shall cease to be valid upon its revocation by the Member, or after the expiration of one year from the date thereof, whichever occurs first, but in any event no proxy shall confer authority to vote at any meeting other than the meeting in respect of which it is given or any adjournment thereof. A proxy may also be given i) by addressed to the Society s address provided on the Society s web site for that purpose and shall be considered to be signed if it purports to be a message sent by the member from the member s address, or ii) by fax and shall be considered to be signed if it bears a facsimile of the member s signature Deposit of Proxies - The Board of Directors may fix a time not exceeding 48 hours, excluding Saturdays and holidays, prior to any Meeting of Members before which time proxies must be deposited with the Society in an original form or by acceptable electronic means and any such period of time established shall be specified in the notice calling the

8 - 8 meeting. If no time is established, proxies may be deposited with the Secretary of the meeting before any vote is cast under its authority. 4.5 Right to Vote Every person who, at the time of the meeting, is a Member in good standing of the Society shall be entitled to one vote on each matter before the meeting. 4.6 Votes to Govern All matters proposed for consideration shall be decided by a majority of votes cast. In the event of a tie, the chair of the meeting shall not be entitled to a second or casting vote. 4.7 Method of Voting At all meetings of Members, every question shall be decided by a show of hands unless a ballot or poll is required or demanded. Any Member may request that a ballot or poll be taken either before or after a vote by way of show of hands, in which case the chair of the meeting shall direct that a ballot or poll take place on the matter in question. The request for a ballot or poll may be made at any time prior to the end of the meeting in question Method of Voting Show of Hands Whenever a vote by show of hands shall have been taken upon a question, and unless a ballot thereon is required or demanded, a declaration by the chair of the meeting that the vote upon the question has been carried or has been carried by a particular majority or has not been carried, and an entry to that effect in the minutes of the meeting, shall be prima facie evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against any resolution or other proceeding in respect of the said questions and the result of the vote so taken shall be the decision of the Society upon the said question Method of Voting - Balloting - Any ballot required or demanded shall be taken in such manner as the chair shall direct. Upon a ballot, each member in good standing who is present or represented by proxy shall be entitled to one vote. The result of the ballot so taken shall be the decision of the Society upon the said question. A demand for a ballot may be withdrawn at any time prior to the taking of the ballot. 4.8 Quorum - Five persons present in person at any meeting of Members and each entitled to vote thereat shall constitute a quorum for the transaction of business. 4.9 Chair - The Chair shall preside at all meetings of Members. In the absence of the Chair, the Vice-Chair shall preside at all meetings of Members and, if none of the said officers are present within fifteen minutes after the time appointed for the holding of the meeting, those present and entitled to vote shall choose a chair from amongst themselves. In the event that those present are to choose a chair, this shall be done in accordance with the procedures for voting as set out herein. The Secretary, if present, shall act as provisional chair until such time as a proper chair of the meeting has been selected Secretary - The Secretary of the Society shall act as secretary at any meeting of Members. In the absence of the Secretary, the chair of the meeting shall appoint a person, who need not be a Member, to act as secretary of the meeting. ARTICLE FIVE - NOTICES 5.1 Method of Giving Notices - Any notice, communication or other document required by the Act to be given to a Member, director, or auditor or member of a committee of the Board of Directors of the Society under any provision of the Act, shall be sufficiently given if delivered personally to the person to whom it is to be given or if delivered to his

9 - 9 recorded address or if mailed to him at his recorded address by prepaid ordinary mail or if sent to him at his recorded address by any means of any prepaid transmitted or recorded communication, or if sent to him by or fax at his recorded address or recorded fax number, as the case may be. A notice so delivered shall be deemed to have been given when it is delivered personally or delivered to the recorded address as aforesaid; a notice so mailed shall be deemed to have been received on the seventh day after mailing; a notice sent be or fax shall be deemed to have been delivered on the business day following the date on which it was sent; and a notice so sent by any means of transmitted or recorded communication shall be deemed to have been given when dispatched or delivered to the appropriate communication company or agency or its representative for dispatch. The Secretary may change or cause to be changed the recorded address of any Member, director, or auditor of the Society in accordance with any information believed by the Secretary to be reliable. 5.2 Computation of Time - In computing the date when notice must be given under any provision requiring a specified number of days notice of any meeting or other event, the date of the giving of the notice shall be excluded and the date of the meeting or other event for which notice is given shall be included. 5.3 Omissions and Errors - The accidental omission to give any notice to any Member, director, or auditor, or member of a committee of the Board of Directors or the non-receipt of any notice by any such person or any error in any notice not affecting the substance thereof shall not invalidate any action taken at any meeting held pursuant to such notice or otherwise founded thereon. 5.4 Waiver of Notice - Any Member, or Member s proxy, director or auditor may at any time waive any notice required to be given, and such waiver shall cure any default in the giving of such notice. Any such waiver shall be in writing. Attendance of a director at a meeting of the Board of Directors or a committee of the Board of Directors, of a Member, the Member s proxy, or any other person entitled to attend a meeting of Members shall be deemed to be a waiver of notice of the meeting except where such Member, proxy, director or other person, as the case may be, attends for the express purpose of objecting to the transaction of any business at a meeting on the grounds that the meeting has not been lawfully called. ARTICLE SIX - DIRECTORS 6.1 Power to Manage - The affairs of the Society shall be managed by the Board of Directors. 6.2 Composition of the Board of Directors - The Board of Directors shall be composed of not fewer than five and not more than twelve Members. The directors are empowered to set the number of directors from time to time. 6.3 Term - Directors shall be elected annually by the Members to hold office until the next annual meeting or until the earlier of (i) the date of their resignation or (ii) the date when their successors are elected or appointed. 6.4 Quorum - Three directors at any time shall constitute a quorum at any meeting of the Board of Directors. 6.5 Vacation of Office - The office of director shall be vacated upon the occurrence of any of the following events:

10 - 10 (c) (d) upon the resignation of office by delivering a written notice of resignation to the Secretary of the Society; or upon ceasing to be eligible as a director pursuant to the Act; or upon removal of the director by a resolution passed by three-quarters of the Members present at a meeting of Members called for that purpose; or upon ceasing to be a Member for whatever reason Filling Vacancies - Where a vacancy occurs on the Board of Directors, a quorum of the directors then in office may appoint a person to fill the vacancy for the remainder of the term. If there is not a quorum of directors or if there has been a failure to elect the number of directors as prescribed by section 6.2, the directors then in office shall forthwith call a special meeting of Members to fill the vacancy and, if they fail to call a meeting or if there are no directors then in office, the meeting may be called by any Member. 6.6 Meetings - Meetings of the Board of Directors shall be held from time to time at the call of the Board of Directors, the Chair or the Vice-Chair, or any two directors. Notice of the time and place of every meeting so called shall be given to each director by any means provided for in section 5.1 not fewer than three days before the time when the meeting is to be held, except that when notice is sent by mail, seven days notice shall be given. No notice of a meeting is required if all the directors are present or if those absent waive notice thereof or otherwise signify their consent to such meeting being held Participation at Meetings - A director may, if all of the Board of Directors consents participate in a meeting of directors by means of telephone or other such communications facility which permits all persons participating in the meeting to hear one another. A director participating by telephone or other means shall be deemed to be present at that meeting In Camera Sessions The Board of Directors shall meet in camera without the President and without permanent staff present from time to time in the discretion of the Chair, but in any event at least four times each year. If in any year the Board of Directors fails to meet at least four times, such in camera meetings shall be held at each meeting of the Board of Directors. 6.7 Place of Meetings - Meetings of the Board of Directors may be held at the offices of the Society, or if the Board of Directors so determines and all directors absent consent, at any place other place within or outside Canada. 6.8 Chair - The Chair, or in the absence of the Chair, the Vice-Chair, shall be chair of any meeting of directors; if no such officer be present at the time appointed for the meeting, the directors shall choose one of their number to be chair. 6.9 Votes to Govern - At all meetings of the Board of Directors, every question shall be decided by a majority of the votes cast on the question; and in the case of an equality of votes, the chair of the meeting shall not be entitled to a second or casting vote Resolution in Lieu of Meeting - A resolution in writing, signed by all the directors entitled to vote thereon at a duly held meeting of the Board of Directors or committee of the directors, is as valid as if it had been passed at a meeting of the Board of Directors or a committee of directors.

11 - 11 ARTICLE SEVEN - OFFICERS 7.1 Election of Senior Executive Officers - The directors shall elect annually from among themselves a Chair, a Vice-Chair, a Treasurer and a Secretary. 7.2 Appointment of Other Officers - From time to time, the Board of Directors may appoint such other officers as the Board of Directors may determine. The officers so appointed may, but need not be directors or members and one person may hold more than one office, save that the Chair may not hold the office of Secretary. 7.3 Agents, Attorneys and Employees - The Board of Directors may appoint such agents or attorneys, in or out of Canada, and engage such employees as it shall deem necessary from time to time. Such persons shall have such authority, and shall perform such duties, including the power of management as shall be prescribed by the Board of Directors from time to time. 7.4 Terms of Employment and Remuneration - The terms of employment and remuneration of officers, agents and any permanent employees appointed by the Board of Directors shall be settled by it from time to time. Each such person shall hold office until a successor be duly appointed or written notification of resignation is received by the Secretary of the Society, provided however, that the Board of Directors may remove, at its pleasure, any person so appointed. The term of office of officers who are directors shall expire when they shall cease to be directors. 7.5 Chair - The Chair shall be the chief executive officer of the Society having general supervision over its affairs, subject to the authority of the Board of Directors. The Board of Directors may prescribe additional powers and duties of the Chair. 7.6 Vice-Chair - During the absence or inability of the Chair to act, the Chair s duties shall be performed and the powers of the Chair shall be exercised by the Vice-Chair. The Vice- Chair shall have such other powers as the Board of Directors or the Chair may prescribe from time to time. 7.7 President - From time to time, the Board of Directors may appoint a President. The President shall be responsible to the Board of Directors for the day-to-day management of the affairs of the Society, and shall perform such other duties as the Board of Directors may prescribe. The President may, but need not be a director or member of the Society. 7.8 Secretary - The Secretary shall give or cause to be given, as and when instructed, all notices to Members and directors and shall attend and be the secretary of all meetings of Members and directors and shall enter or cause to be entered in books kept for that purpose minutes of all proceedings, thereat. The Secretary shall be the custodian of the stamp or mechanical device used for affixing the seal of the Society and of all books, papers, records, documents and other instruments belonging to the Society, except when some officer or agent has been appointed by the Board of Directors for that purpose. The Secretary shall act as the Society s archivist, preserving all records and other instruments of historical interest, and perform such other duties as the Board of Directors or the Chair may prescribe. 7.9 Treasurer - The Treasurer shall have the custody of the Society s funds and securities, and shall keep or cause to be kept full and accurate accounts of receipts and disbursements in books belonging to the Society and shall deposit all monies and other valuable effects in the name and to the credit of the Society in such depositories as may be designated by the Board of Directors annually.

12 Variation of Duties - From time to time, the Board of Directors may vary, add to or limit the powers and duties of any officer, agent or employee. ARTICLE EIGHT - COMMITTEES 8.2 Committees - The Board of Directors may from time to time establish such committees as it deems necessary or appropriate for such purposes and with such powers as it shall see fit. Such committees may include persons who may or who may not be directors or Members. Each such committee shall be chaired by a director appointed by the Board of Directors. Members of committees shall not receive any remuneration for their services nor reimbursement of their out-of-pocket expenses in attending committee meetings. ARTICLE NINE - REMUNERATION AND INDEMNIFICATION 9.1 Remuneration - Subject to the provisions of the Act, the letters patent, and the by-laws of the Society the Board of Directors may fix the remuneration of the directors. Nothing contained herein shall preclude any directors from serving the Society in any other capacity and receiving remuneration therefor. In addition, directors shall be paid such sums in respect of their out-of-pocket expenses incurred in attending Board of Directors, committee or Members meetings or otherwise in respect of the performance by them of their duties as the Board of Directors may from time to time determine. 9.2 Limitation of Liability - Every director and officer of the Society, in exercising his powers and discharging his duties, shall act honestly and in good faith with a view to the best interests of the Society, and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. Subject to the foregoing, no director or officer shall incur any liability whatsoever for acting or failing to act in the carrying out of his duties as an officer or director, unless such liability is caused by his own willful neglect. 9.3 Indemnity of Directors and Officers - Subject to the provisions of the Act, the Society shall indemnify a director or officer of the Society, a former director or officer of the Society, or a person who acts or acted at the Society s request as a director or officer of a body corporate of which the Society is or was a shareholder or creditor, and his heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him in respect of any civil, criminal or administrative action or proceeding to which he is made a party by reason of being or having been a director or officer of such Society or body corporate if: the person acted honestly and in good faith with a view to the best interests of the Society; in the case of a criminal or administrative action or proceeding that is enforced by monetary penalty, the person had reasonable grounds for believing that their conduct was lawful. 9.4 Insurance - Subject to the limitations contained in the Act, the Society may purchase and maintain such insurance for the benefit of its directors and officers as such, as the Board of Directors may from time to time determine.

13 - 13 ARTICLE TEN - AUDITORS 10.1 Auditors - The Members shall, at each annual meeting, appoint an auditor to audit the accounts of the Society for report to the Members at the next annual meeting. The auditor shall hold office until the next annual meeting, provided that the directors may fill any casual vacancy in the office of auditor. The remuneration of the auditor shall be fixed by the Board of Directors. ARTICLE ELEVEN - AMENDMENT TO BY-LAWS 11.1 Amendment to By-Laws - The by-laws of the Society may be repealed or amended by by-law enacted by a majority of the directors at a meeting of the Board of Directors and sanctioned by an affirmative vote of at least two-thirds of the Members at a meeting duly called for that purpose Effective Date - Any by-law of the Society so repealed or amended shall not be enforced or acted upon until the approval of the Minister of Industry Canada has been received. Revision history 2008 Amendment Approved by the Board of Directors: Approved by the Members: Approved by Industry Canada: