THE CANADIAN ACADEMY OF ENGINEERING BY-LAWS BY-LAW No. I 1. DEFINITIONS AND INTERPRETATION ARTICLE I DEFINITIONS AND INTERPRETATION Unless otherwise prescribed in an Article of these By-Laws or otherwise indicated by the context: 1.1 directors shall mean the Council 1.2 Council shall mean the Board of Directors 1.3 The Act shall mean the Canada Corporations Act (R.S. 1970, c. C - 32), as amended 1.4 Minister shall mean the Minister of Industry 1.5 By-Laws shall mean one or other of the by-laws of the corporation in effect at the relevant time 2. DEFINITIONS IN THE ACT Except as previously indicated, the definitions provided in the Act shall apply to the provisions of these by-laws. 3. INTERPRETATION In all by-laws of the corporation, the singular shall include the plural and the plural the singular; and the masculine shall include the feminine and vice-versa; the word person shall include an individual, firms and corporations and unincorporated bodies. 4. DISCRETION Whenever the directors are granted discretionary powers by the By-Laws, the directors may exercise these powers as they see fit and when they see fit to do so in the best interest of the corporation.
5. PRIMACY 6. TITLES In case of contradiction between the Act, the Letters Patent or the By-Laws, the Act shall have priority over the Letters Patent and the By-Laws, and the Letters Patent over the By-Laws. The titles used in the By-Laws are used for reference only and shall not be considered in the interpretation of these By-Laws. 7. DESIGNATIONS Whenever the word member is used to designate a member of the Academy, it shall mean a Fellow of the Academy. 1. MEMBERS ARTICLE II MEMBERS The members of the corporation are the founding members of the corporation and all persons elected to membership from time to time in accordance with the provisions of these By-Laws. 2. MEMBERS IN GOOD STANDING Any member complying with the provisions of the By-Laws of the corporation is a member in good standing. The rights and privileges of a member of the corporation are automatically suspended whenever this member does not comply with the provisions of these By-Laws. 3.a FOUNDING FELLOWS The Signatories to the application for Letters Patent are the Founding Fellows of the corporation. 3.b VOTING MEMBERS Members in good standing are considered to be Voting Members unless they have applied and been accepted as Emeritus Fellows or they have been elected as Honorary Fellows. 3.c EMERITUS FELLOWS Any Fellow, having reached a threshold age that shall be recommended by the Council and approved by the members, and whose combined age and years of Fellowship in the Academy equal or exceed a number to be determined from time to time, as recommended by the Council and approved by the members, may apply for transfer to Emeritus status. Notwithstanding the preceding, a member must have completed at least five years of active membership, before applying for transfer to emeritus status. 2
Emeritus Fellows will pay a nominal fee, to be set by the Council, to cover direct Academy costs. Such Fellows will remain on the mailing list of the Academy, will receive a copy of all publications, and can serve on Committees. They will be welcome to attend all meetings of the Academy, but in a non-voting capacity. They will not be eligible to hold office. 3.d HONORARY FELLOWS As its highest honour, the Academy may bestow the title of Honorary Fellow on any individual who has made an outstanding contribution to the profession of engineering in Canada, another country or globally. This honour is bestowed on an individual for contributions well above what is expected for a Fellow of the Academy. Nominations for Honorary Fellowship may be made at any time to the Executive Director of the Academy. The decision to elect an Honorary Fellow will be made at a meeting of the Council, and will require an unopposed affirmative vote of the attending directors with no abstentions. Two individuals may be elected annually. These Honorary Fellowships will be conferred at the Annual General Meeting. Such Fellows will be on the mailing list of the Academy and receive all publications. They will be welcome to attend all meetings of the Academy in a non-voting capacity, and shall not be eligible to hold office. 4. NEW FELLOWS The new Fellows shall be elected in accordance with the provisions of these By-Laws, and in numbers not exceeding fifty per year. 5. REQUIREMENTS/CRITERIA FOR NEW FELLOWS A Canadian Citizen or permanent resident for a minimum of three years shall be qualified as a candidate for membership in the corporation if it is shown that he/she has made substantial contributions to engineering in Canada, another country or globally with a significant impact on society including in one or more of the following categories: a) Significant contributions to the pioneering of new and developing fields of technology or engineering knowledge. b) Significant contribution to the art and practice of engineering. c) Significant contributions to the development of organizations which are based on engineering knowledge. A candidate for membership shall be recognized by associates and others for professional integrity as well as for engineering accomplishments. Unique effectiveness and efficiency in leadership of organizations that have conducted pioneering or complex programs or that have made noteworthy contributions to industry, engineering education or public policy affecting engineering should be considered in addition to the primary qualifications outlined above. The contributions must surpass what would normally be considered a successful career in the field of the candidate. 3
6. METHOD OF ELECTION New members shall be elected by a secret vote of voting members following a recommendation from the Council. 7. NOMINATION OF CANDIDATES 7.1 Candidates may be nominated for membership in the corporation by three Members of the corporation, on a form approved by the Council. The nomination shall be accompanied by the following: 7.1.1 A citation containing not more than one hundred words prepared by one of the sponsoring Members which shall include a statement of the significance of the candidate's contributions to engineering knowledge and practice. 7.2 Nominations shall be submitted to the Secretary/Treasurer of the corporation. They shall be submitted prior to October 31 of each year in order to be considered in the following year. 8. SELECTION OF CANDIDATES 8.1 The Fellowship Committee of the corporation shall recommend to the corporation the election of Members in numbers not to exceed the limit set in Section 4 of Article II of these By-Laws. 8.2 The Fellowship Committee of the Corporation shall be constituted at each Annual Meeting. The Fellowship Committee will consist of seven Members of the corporation, and shall include the President-elect, the President, and the Secretary/Treasurer. If changes are needed between Annual Meetings because of resignation or illness, they shall be made by action of the Council. 8.3 The Fellowship Committee shall, prior to January 31 of each year, prepare a list of candidates recommended for Membership based on the qualifications set out in Section 5 of Article II of these By-Laws. The list is submitted to the Council for approval before submission to the general membership as per article 6. 9. ELECTION OF MEMBERS 9.1 The Secretary/Treasurer shall, prior to March 1 of each year, forward the following items to each voting Member of the corporation. 9.1.1 A ballot containing the names of the candidates selected by the Selection Committee. 9.1.2 A copy of the citation of each candidate whose name is on the ballot. 9.1.3 A sealable envelope which shall contain the completed ballot. The envelope shall be provided with a means of associating it with the Member's signature in such a way that the signature can be later dissociated from the envelope. 4
9.2 Each voting member may vote for or against or abstain from voting on any of the candidate's on the ballot. The ballot shall be placed and sealed in the ballot envelope, the Member shall sign in the allotted space, and the envelope shall be sent to the corporation. The ballot must be received in the office of the corporation by April 1 in order to be counted. 9.3 An employee, the Executive Director or Member of the corporation, who shall be designated by the Council, shall verify the voting Member's signature against the List of Members and shall then dissociate the ballot envelope from the signature and place the envelope in a ballot box. 9.4 The ballot box shall be opened and the ballots counted on or after April 1 in the presence of at least three of the following persons: the Secretary/Treasurer an employee of the corporation who shall be designated by the Council, the Executive Director, and a member of the corporation designated by the Council. 9.5 Any candidate selected by the Fellowship Committee of the corporation who received negative votes from less than 5% of the total number of voting members in good standing shall be declared elected, provided that two-thirds of the votes cast for the candidate are positive votes. 9.6 The elected candidates shall be notified of their election immediately and they shall be asked to state, in writing, whether they will accept membership in the corporation. 10. INTRODUCTION 11. TITLE 10.1 Each elected Member shall be formally inducted to the corporation at an Annual Assembly after membership fees and dues have been paid. Each elected Member shall be presented by a Member of the Fellowship Committee to the President of the corporation. The new Member shall sign the membership book and shall undertake to promote the interests and objects of the corporation. All Founding members, and all Members duly elected according to these procedures shall thus have the right to use the title and initial designation of Fellow of the Canadian Academy of Engineering (FCAE) in English and Membre de l'académie Canadienne du Génie (MACG) in French. 12. WITHDRAWAL A Member may withdraw from the corporation by giving a written notice of withdrawal and sending a copy of the notice to the Secretary/Treasurer of the corporation. A member who has withdrawn from the corporation will lose the right to use the title and initial designation of Fellow of the Canadian Academy of Engineering (FCAE) in English and Membre de l'académie Canadienne du Génie (MACG) in French. 5
13. REMOVAL A Fellow may be removed from the Academy by action of the Council, for conduct or activities that are deemed potentially injurious to the stature and reputation of the Academy. Prior to any such action, provision shall be made for an appropriate hearing with the individual involved. Upon the decision to remove a Fellow from the Academy the said individual will be notified and will lose the right to use the title and initial designation of Fellow of the Canadian Academy of Engineering (FCAE) in English and Membre de l'académie Canadienne du Génie (MACG) in French. 1. LOCATION OF HEAD OFFICE ARTICLE III HEAD OFFICE The head office of the corporation shall be in the location mentioned in its charter. 2. CHANGE OF LOCATION The corporation may change its head office to another location provided it does so in accordance with section 24 of the Act. 3. ADDRESS OF HEAD OFFICE The address of the corporation's head office is determined by resolution of Council within the limits of the location mentioned in its charter. 4. CHANGE OF ADDRESS The corporation may, within the limit of the location mentioned in its charter, change the address of its head office. 4.1 by resolution of its Council, and 4.2 by giving to the Minister notice of this change. ARTICLE IV MEETINGS OF MEMBERS 1. ANNUAL MEETING OF THE CORPORATION The annual meeting of the corporation shall be held at a time and place in Canada to be determined by the Council. This meeting is held within one hundred and eighty days following the end of a financial year, but not later than fifteen months following the last preceding annual meeting. The object of this meeting is namely to receive the financial statements, the report of the auditor regarding this statement, the report of the directors, to elect the directors and officers and to appoint the auditor and determine their remuneration. The AGM may be held by teleconference or other electronic means that permits each member to communicate adequately with each other provided that: 6
1.1 the members have passed a resolution addressing the mechanics of holding such a meeting and dealing specifically with the procedures for establishing quorum, and recording votes; 1.2 each member has equal access to the specific means of communication to be used; and 1.3 each member has consented in advance to meeting by electronic means using the specific means of communication proposed for the meeting. 2. OTHER MEETINGS OF MEMBERS General special meetings of members may be held at any time and anywhere in Canada and for any object. 2.1 at the call of the Council, or 2.2 by written notice of 5% or more of the voting Members in all cases where the Members right to remove directors and officers is required provided that in each case, a notice be given as required by the provisions of paragraph 3 of this Article IV. 3. NOTICE OF MEETINGS A written notice stating the date, time and place of an annual meeting of the corporation shall be given to all members in good standing at least six weeks before the meeting. A written notice stating the date, time, place and object of any other special general meeting of members shall be given to all members in good standing at least three weeks before the meeting. These notices shall be hand delivered to each member or sent to each member, by mail, delivery or postage paid letter or by e-mail at their last known address. Such notices need not be signed by hand. 4. FAILURE TO TRANSMIT A NOTICE The unintentional omission to transmit a notice of meeting or the fact that a member has not received the notice does not invalidate any resolution approved or any procedure adopted at this meeting. 5. INCOMPLETE NOTICE The unintentional omission to mention in the notice of an annual or special general meeting, a matter which is required by the Act or by these By-Laws to be dealt with at that meeting does not prohibit the valid dealing of this matter. 6. WAIVER OF NOTICE A member may waive, prior to or after the holding of a meeting, the notice of a meeting or any irregularity occurring during the meeting or in the notice of meeting. The 7
presence of a member at a meeting constitutes a waiver of notice except when the member attends the meeting specifically to object to the meeting being held on the basis of an irregularity in the notice. 7. QUORUM The quorum at any general meeting of voting members shall be twenty members or twenty per cent of members in good standing in the corporation whichever is the lesser. 8. CONTINUITY OF QUORUM If a quorum is present at the start of a meeting, the meeting may be legally held even though the quorum is not present at all times during the meeting. 9. ADJOURNMENT Whether or not a quorum is present, a meeting of members may be adjourned from time to time by a majority vote of members then present. The adjourned meeting resumes at the date, time and place determined by these members without any other notice provided a quorum is present. In the absence of a quorum a written notice of the date of resumption must be given at least five full days prior to resumption of the adjourned meeting. A matter which could have been dealt with at a meeting prior to its adjournment may be dealt with at the resumption of the adjourned meeting. In the absence of a quorum at the resumption of the adjourned meeting, the original meeting shall be considered to have ended immediately following the adjournment. 10. VOTING AND QUALIFICATION Unless otherwise specifically provided by the Act, the Charter or the By-Laws of the Corporation, each voting member present at a meeting of members is entitled to one vote. The members having the right to vote at a meeting are determined by the registry of voting members at the time of the meeting. 11. CHAIRMANSHIP OF MEETINGS The President of the corporation shall preside over all meetings of members. If the President is unable to act, the President-Elect, or in their absence a member elected by the meeting shall preside. 12. SECRETARY OF MEETINGS The Secretary/Treasurer of the corporation or in their absence an assistant-secretary or a person designated by the president of the meeting, shall act as secretary. 13. SCRUTINEERS The president of a meeting of members may appoint one or more persons to act as scrutineers, whether or not these persons are officers or members of the corporation. 8
14. MEETING PROCEDURES Unless otherwise specified in the By-law, practices shall be governed by Democratic Rules of Order, (Fred Francis and Peg Francis). The Chair of a meeting of members directs its conduct and orderly process. They determine in a fair and impartial way the procedure governing the deliberations in accordance with usual practice at such meetings. They decide all questions relating to procedure. Their decisions are final and binding on members but may be reversed by a vote by show of hands of two-thirds (2/3) of the recorded votes. In this case the provisions of Secn. 17 do not apply. 15. DECISION OF QUESTIONS Unless otherwise specifically provided by the Act, by the Letters Patent or By-Laws of the corporation, all questions submitted to a meeting of members are decided by majority vote of members and, in case of equality of votes, the Chair of the meeting may cast a second or a casting vote. 16. VOTE BY SHOW OF HANDS Unless specifically provided by the Act, the Letters Patent or By-Laws of the corporation a vote by show of hands may be taken unless a secret vote is requested. Whenever the Chair of a meeting states that a motion has been adopted, unanimously adopted or by majority vote, or defeated, and when this has been recorded in the minutes of the meeting, this constitutes sufficient proof of the adoption or defeat of the motion without the need to establish the number or proportion of votes recorded. 17. SECRET VOTE A member may request a secret vote (prior to or immediately after the proclamation of the result of a vote by show of hands). Each voting member gives to the scrutineers a ballot indicating their name and the way they vote. 18. ADDRESS OF MEMBERS A member shall provide to the corporation an address and email address where notices are to be forwarded to them. 1. NUMBER ARTICLE V DIRECTORS The corporation is managed by a Council composed of the President, the President- Elect, the Secretary/Treasurer, and seven other members elected by the membership at the annual meeting in accordance with the provisions of these By-Laws. The past President is also a member of Council for a period of one year following the election of a new president and shall chair the Nominating Committee. 9
2. ELIGIBILITY Only a voting member in good standing may be elected as a director. A director must be at least eighteen years of age. 3. ELECTION AND TERM OF OFFICE Unless otherwise prescribed by the Charter or a by-law of the corporation, the directors are elected by the voting members at the annual meeting of the corporation; the directors will serve one three-year term and may, in exceptional circumstances, serve one additional three year term. This election is by show of hands unless a secret vote is requested in accordance with the provisions of section 17 of article IV. If the election of directors does not take place at the annual meeting it can be held at a subsequent special general meeting convened for this purpose. The outgoing directors remain in office until their successors have been elected. 4. VACANCIES As long as a quorum is present (see Art. VI, Secn. 4 below), the directors in office may act even when a vacancy exists in Council; they may also elect a new director to fill the vacancy. The voting members may also elect directors in cases of vacancies, at any special general meeting of members when such vacancies occur during such meeting, or at a special general meeting convened for the purpose of filling these vacancies. If, because of vacancies the number of remaining directors is less than the quorum, a special general meeting of members shall be convened in accordance with Secn. 2 of article IV of these By-Laws. 5. REMUNERATION The directors have no right to any remuneration as such. They may however be reimbursed their travel expenses to attend meetings of Council and any other expenses incurred in carrying out the business of the corporation. 6. DISQUALIFICATION The term of office of a director ends notably: 6.1 if they cease to be a member in good standing, or 6.2 if they go into bankruptcy or becomes insolvent or reaches a compromise with their creditors, or 6.3 if they become legally incapable, or 6.4 if they are feeble-minded and declared incompetent by a tribunal of a province or another country, or 6.5 if they die, or 6.6 if they are dismissed as provided under these By-Laws. 10
7. RESIGNATION A director may submit their resignation in writing at any time. It takes effect on the date it is forwarded to the corporation, or on the date it specifies, whichever is the latest. 8. DISMISSAL A majority of members in good standing of the corporation may, by simple resolution, at a special general meeting of members convened for this purpose, dismiss with or without cause a director of the corporation. However, only members having the right to elect a director may dismiss them by a majority of votes cast at the proper time. The director subjected to dismissal shall be notified of the time, date and place of the meeting within the same time limits as those required for the notice of the meeting. 9. RESPONSIBILITY OF DIRECTORS AND OFFICERS A director or officer is not responsible for losses, expenses, or damages incurred by the corporation during their term of office except when these result from their own gross negligence or their wilful omission. 10. GENERAL POWERS OF DIRECTORS The directors shall have the power to do all things relative to the control and management of the affairs of the corporation which are not contrary to the Act or its By-Laws. 11. CONFLICT OF INTEREST A director shall report to the Council any financial or other type of interest they may have directly or indirectly with the person, the company or the moral person dealing with the corporation or wishing to do so. This director shall not vote on a resolution concerning a transaction in which they have such an interest. 12. EXPERT OPINION A director or other officer shall be deemed to have acted with normal skill and in good faith if they have relied on the opinion or the report of an expert to reach a decision. 13. DELEGATION OF POWERS The Council may delegate to an Executive Committee any or all of its duties except those which are required by the Act to be performed by the Council. 1. REGULAR MEETINGS ARTICLE VI MEETINGS OF DIRECTORS The Council shall meet at least twice per year and also at the call of the President or at the request of four members of Council. The Directors may meet by teleconference provided that either a majority of the Directors consents to meeting by teleconference 11
or it has been approved by resolution passed by the Directors at a meeting of the Council. The Directors may meet by other electronic means that permits each Director to communicate adequately with each other provided that: 1.1 the Directors have passed a resolution addressing the mechanics of holding such a meeting and dealing specifically with the procedures for establishing quorum, and recording votes; 1.2 each Director has equal access to the specific means of communication to be used; and 1.3 each Director has consented in advance to meeting by electronic means using the specific means of communication proposed for the meeting. 2. OTHER MEETINGS The Council may hold meetings at any time and any place at the call of the President of the corporation, the President-Elect or two directors, provided notice is given to each director, or without notice if all directors are present or have waived in writing the notice of meeting. 3. NOTICE OF MEETINGS A notice of meeting is adequate if it designates the day, time and place of the meeting and is mailed at least fifteen days prior to the meeting or if it is given by e-mail at least ten days prior to the meeting. It shall be sent to the last known surface business, surface residence or email address of the director. The notice is sent by the Secretary/Treasurer or by another officer designated by the president of the corporation or by the directors. The notice does not require to be signed nor to mention the nature of the business to be transacted at the meeting. 4. QUORUM 5. VOTES The majority of all directors shall constitute a quorum at meetings of Council. A question submitted to a meeting of directors is decided by a majority vote of the directors present. In case of equality of votes, the president may not cast a second or casting vote. 6. CHAIRING COUNCIL The President of the corporation presides at all meetings of Council. If the President of the corporation is unable to act, the President-Elect,, or in their absence a director elected by the Council shall preside at the meeting. 7. SECRETARY OF MEETING The Secretary/Treasurer or, in their absence an assistant-secretary or, in their absence a person appointed by the Chair of the meeting shall act as secretary of the meeting. 12
8. WAIVER OF NOTICE A director may waive in writing or e-mail the notice of a meeting of Council either before or after the meeting. Their presence at the meeting is deemed to be a waiver unless they attend specifically to object to the holding of the meeting because of an alleged irregularity of notice. 9. PROCEDURE The Chair of a meeting of Council directs its conduct, submits to the Council motions requiring a vote and generally establishes the procedure of the meeting in a fair and impartial way in accordance with usual practice at such meetings. In case of failure by the Chair to submit a motion, a director may do so either before adjournment or at the end of the meeting and if the motion concerns a matter under Council jurisdiction, it comes before Council without the need of a seconder. For this purpose, the order of business of a meeting of Council shall be deemed to provide a time for the directors to submit their motions. 10. VALIDITY OF ACTIONS OF DIRECTORS Even when it is discovered subsequently that some irregularity has occurred in the election or nomination of a director or of a person acting as such, or that one or more members of Council had been disqualified, an action by the Council or by a person acting as director is as valid as it would be if all persons concerned had been properly nominated or elected or were qualified to act as directors. 11. APPROVAL OF MINUTES Upon approval of the minutes of meetings of Council, the President or Chair of the meeting shall sign the approved minutes on behalf of the Council. 1. APPOINTMENT ARTICLE VII COMMITTEES The directors may from time to time appoint committees when judged advisable to do so. 2. EXECUTIVE COMMITTEE If, pursuant to paragraph 13 of article V of these By-Laws the Council appoints an Executive Committee, this committee shall consist of the President of the corporation, the President-Elect, the Secretary/Treasurer and the past-president. It must report its decisions and actions at each meeting of the Council. 2.1 MEETING Any member of the committee may call a meeting of the Executive Committee. The notice may be given by telephone, letter, fax or e-mail not less than forty-eight hours 13
before the holding of the meeting and the meeting so called will be deemed valid if the quorum of three members is present. All the decisions and resolutions adopted by the committee will be by the vote of the majority of the members present and such resolutions shall be recorded in the minutes of the proceedings signed by the President or the Secretary/Treasurer of the corporation. The members of the committee may meet by teleconference provided that either a majority of the members consents to meeting by teleconference or it has been approved by resolution passed by the members at a meeting of the Executive. The members of the Executive may meet by other electronic means that permits each member to communicate adequately with each other provided that: 2.1.1 the members of the Executive have passed a resolution addressing the mechanics of holding such a meeting and dealing specifically with the procedures for establishing quorum, and recording votes; 2.2.2 each member of the Executive has equal access to the specific means of communication to be used; and 2.2.3 each member of the Executive has consented in advance to meeting by electronic means using the specific means of communication proposed for the meeting. 2.2 REMOVAL The Council may at any time remove a member of the Executive Committee and provide for their replacement. 2.3 TERM OF OFFICE The Members of the Executive Committee are appointed each year at the meeting of the Council following the annual meeting. The Members shall continue in office until their successors are appointed. 2.4 REMUNERATION The members of the Executive Committee have no right to any remuneration as such. They may however be reimbursed for their travel expenses incurred in carrying out the business of the corporation. 3. OTHER COMMITTEES The Council may appoint other committees whose composition, duties and responsibilities are determined by rules and regulations prescribed by the Council. The rules of procedures establish for the Executive Committee will apply to the meetings of other committees mutatis mutandis. In addition, the corporation, the Council or the executive committee may appoint one or more special committees to carry specific studies and to submit reports and recommendations. 14
No member may be nominated or appointed to a committee without their written consent. 1. OFFICERS ARTICLE VIII OFFICERS AND AGENTS The officers of the corporation are the President, the President-Elect, the Secretary/Treasurer, and the Executive Director, if such a position is established by the Council. 2. PLURALITY OF OFFICES An officer may hold several offices, except those of President and President-Elect of the corporation. 3. ELECTION AND TERM OF OFFICE 3.1 The President A President is elected at each annual meeting of the corporation for a period of one year. They may be re-elected for a second term of one year and remain in office until the next annual meeting. 3.2 The President-Elect The President-Elect is elected by the corporation at its annual meeting and remains in office until the President has completed their term of office when they become President. 3.3 The Secretary/Treasurer 4. TERM OF OFFICE The Secretary/Treasurer is elected by the corporation at its annual meeting for a one year term. They may be re-elected for a second term of one year and remain in office until the next annual meeting. Unless otherwise prescribed by the By-laws, officers take office on the day of their election and remain in office until their successors have been elected. 5. RESIGNATION AND DISMISSAL OF OFFICERS An officer may resign at any time by submitting their resignation in writing to the president or the Secretary/Treasurer, or to the directors during a meeting of the Council. An officer may be dismissed at any time, with or without cause, by resolution of the Council. 15
6. VACANCIES The Council shall fill any vacancies among directors until the next annual meeting of the corporation. 7. POWERS AND DUTIES OF OFFICERS Unless otherwise prescribed by the Act or the By-Laws, each officer carries out the duties and has the powers normally attached to their office as well as those delegated to them by the Council. 8. THE PRESIDENT OF THE CORPORATION The President is responsible for the management of the affairs of the corporation. They preside at all meetings of the members of the corporation, of the Council and of the executive committee at which they are present. In the President's absence, the President-Elect presides over these meetings. The President shall be an ex-officio member of all committees of the corporation. Statements on behalf of the corporation shall be made only by the President or by a member designated by the President, or by the Executive Director if designated by the President 9. THE PRESIDENT-ELECT The President-Elect carries out all the duties delegated to them by the president, the executive committee or the Council. In the absence of the President, they have all the powers and carries out all the duties of the President. 10. THE SECRETARY/TREASURER The Secretary/Treasurer attends all meetings of members, of Council and of the Executive Committee, prepares the minutes of these meetings, conducts their correspondence and attends to any business that arises between meetings. They shall give notice of all meetings. They shall be custodian of the seal and of corporate records, archives, documents etc. of the corporation. The Secretary/Treasurer shall make arrangements for the election of members as described in Article II of these By-Laws. Certain duties, including those described in Article II, Secn. 9.4, may be delegated to the Executive Director. The Secretary/Treasurer shall, under the authority of the Council, have the custody of all monies and assets of the corporation, shall keep an account of them and submit it to the Council at its meetings, and shall make such disbursements as are authorized by the Council. 11. THE EXECUTIVE DIRECTOR The Council may appoint an Executive Director of the corporation who remains in office until dismissed by the Council. The Council determines the title, duties and fees of the Executive Director. 16
1. INDEMNIFICATION ARTICLE IX INDEMNIFICATION OF DIRECTORS AND OFFICERS The corporation may indemnify its directors or officers, a former director or officer of the corporation or a person who acts or acted at the corporation's request as a director or officer of a body corporate of which the corporation is or was a shareholder or creditor, and their 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 them in respect of any civil, criminal or administrative action or proceeding to which they are made a party by reason of being of having been a director of officer of the corporation or such body corporate, with the exception of actions brought by the corporation or body corporate, or on their behalf, to obtain a favourable decision, if 1.1 they acted honestly and in good faith with a view to the best interests of the corporation; and 1.2 in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, they had reasonable grounds for believing that their conduct was lawful. 2. RIGHT TO AN INDEMNITY Notwithstanding paragraph 1, the persons referred to herein are entitled to indemnity from the corporation in respect of all costs, charges and expenses reasonable incurred by them in connection with the defence of any civil, criminal or administrative action or proceeding to which they are made a party by reason of being or having been a director of officer of the corporation or body corporate, if the persons seeking indemnity 2.1 were substantially successful on the merits in their defence of the action or proceeding; and 2.2 fulfil the conditions set out in paragraph 1.1 and 1.2 3. No action of any director or of Council is deemed to be invalid as a result of the subsequent discovery of any irregularity pertaining to this action or to the qualification of this or of those directors. 4. The directors may rely on the accuracy of any statement or report prepared by the auditors of the Council and are not liable or responsible for any damage or loss resulting from decisions or actions based on such statement or report. 5. INSURANCE OF DIRECTORS OR OFFICERS The corporation may purchase for the benefit of the persons covered under paragraph 1 an insurance policy covering their responsibility or liability incurred: 17
5.1 through their action as directors or officers of the corporation except their liability resulting from having failed to act with integrity and good faith in the best interests of the corporation; or 5.2 through having, at the request of the corporation, acted as a director of officer of another body corporate, except responsibility arising out of their failure to act with integrity and in good faith in the best interests of that body corporate. 1. DESCRIPTION ARTICLE X CORPORATE SEAL The corporation shall have a corporate seal containing its corporate name. The adoption of the seal is accomplished by resolution of the directors. It is authenticated by the signature of the President of the corporation or the Secretary/Treasurer. 1. BOOKS OF THE CORPORATION ARTICLE XI BOOKS OF THE CORPORATION The corporation shall keep at its head office books containing the following: 1.1 the Letters Patent, supplementary Letters Patent and all its By-Laws; 1.2 names in alphabetical order of all persons who are or have been members of the corporation; 1.3 the address and qualifications of each person currently a member of the corporation, as far as can be established; 1.4 the name, given name, addresses and qualification of each person currently or having been a director, indicating the dates on which each mandate has started and ended; and 1.5 the minutes of meetings of members. 1.6 the minutes of meetings of the Council. 2. MINUTES OF MEETINGS OF DIRECTORS The directors shall also keep a record of their deliberations. 18
ARTICLE XII FINANCIAL YEAR & AUDIT 1. FINANCIAL YEAR The financial year of the corporation shall end on December 31st of each year. 2. AUDITORS At the annual general meeting, the members of the corporation shall appoint one or more auditors to audit the accounts of the corporation who remain in office until the end of the following annual meeting. If the members fail to make this appointment, the Council shall immediately do so. If the auditor is not appointed by the members during an annual meeting, the auditor then in office will remain in office until their successor has been appointed. If a vacancy occurs in the office of auditor, the Council may fill the vacancy; during the vacancy, however, the remaining auditor, if any, may act in this capacity. The remuneration of an auditor appointed by the members shall be determined by the latter or by Council if so authorized by the members, and the remuneration of the auditor appointed by the Council shall be determined by the Council. ARTICLE XIII SIGNATURE AND CERTIFICATION OF DOCUMENTS 1. Cheques, contracts, documents or any instrument in writing requiring the signature of the corporation shall be signed by any two of the President, President-Elect, Secretary/Treasurer, or Executive Director, and all contracts, documents and instruments in writing so signed shall be binding upon the corporation without any further authorization or formality. The Council or the Executive Committee shall have power, from time to time, to appoint an officer or officers on behalf of the corporation either to sign contracts, documents and instruments in writing generally or to sign specific contracts, documents and instruments in writing. Signing may take the form of electronic approval. When required, the seal of the corporation may be affixed to contracts, documents and instruments in writing signed as aforesaid or by any officer or officers appointed by resolution of the Council. 2. Unless otherwise prescribed by resolution of the Council, endorsements of cheques, bills of exchange, promissory notes or other instruments in writing payable to the corporation shall be for deposit or recovery to the credit of the corporation in an authorized financial institution. These endorsements may be made by a stamp or other mechanical means. 3. Notwithstanding the requirements of Article XIII Secn. 1, where the total liability of the Academy is less than $5,000, it is acceptable for one designated officer only to sign. 19
ARTICLE XIV MEMBERSHIP FEES AND DUES 1. NEW MEMBERS Any new member of the corporation shall pay to the Secretary/Treasurer: 1.1 the admission fees which are equal to the regular annual dues and, 1.2 either the annual dues or the fee applicable to life membership. 2. ANNUAL DUES Members shall pay the Secretary/Treasurer the annual dues as determined by Council, which shall become due and payable on January 1 of each year. The Council may waive or reduce fees of one or more members in exceptional circumstances. 3. LIFE MEMBERSHIP A member in good standing may, at any time, secure life membership in the corporation by payment of a lump sum amounting to ten times the annual dues of a member. 4. FAILURE TO PAY DUES A member who is not a life member, who has been mailed or emailed notices at their usual address by the Secretary/Treasurer before 31 January and again before 30 June and who fails to pay the annual dues before 1 January of the following year, without reason deemed satisfactory by the Council, shall cease to be a member of the corporation and the member's name shall be removed from the list of members by the Secretary/Treasurer. Upon the decision to remove a Fellow from the Academy the said individual will be notified and will lose the right to use the title and initial designation of Fellow of the Canadian Academy of Engineering (FCAE) in English and Membre de l'académie Canadienne du Génie (MACG) in French. 5. REINSTATEMENT A person who has ceased to be a member under Secn. 4 may be reinstated by the Council if the arrears and the next annual dues are paid to the Secretary/Treasurer before 30 June following such removal, or on such other date as may, in exceptional circumstances, be decided by the Council. ARTICLE XV RULES AND REGULATIONS 1. The Council may prescribe such rules and regulations not inconsistent with these By- Laws relating to the management and operation of the corporation, including the operation of standing committees 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 in default of 20
confirmation at such annual meeting of members shall and from that time cease to have force and effect. 1. PROCEDURE ARTICLE XVI AMENDMENTS TO BY-LAWS The By-Laws of the corporation shall be adopted and may be repealed or amended by majority vote of the council and sanctioned by the affirmative vote of at least two-thirds of the voting members present at the annual general meeting or at a special general meeting convened for this purpose, provided that By-Laws shall not be enforced or acted upon until the approval of the Minister has been obtained. Latest Revision June 2013 Granted Ministerial approval as of July 5, 2013 21