200 Governance
Council
Officers
Meetings of the Institute
Committees
General
COUNCIL
201 Council composition and duties
(1) The affairs of the Institute shall be managed and conducted by a Council of individuals elected or appointed to fill vacancies in accordance with the bylaws.
(2) The Council shall normally consist of
(a) fifteen elected members who, except as provided for in Bylaw 203 (4) hereof, shall hold office for two years, and of whom at least one member at all times shall be resident and employed or practicing in Manitoba outside the boundaries of The City of Winnipeg; and
(b) two additional members who are not members of the Institute, who shall be appointed as provided for in Bylaw 202 hereof, and who shall be designated as public representatives on Council.
(3) The members of the Council shall continue to act until their successors are elected or appointed.
(4) The Council may from time to time declare by resolution that vacancies in the Council have occurred.
(5) The Council may fill by appointment any vacancies that occur in the elected membership of the Council between two annual meetings, provided, however, that the term of office for any person so appointed shall expire at the next ensuing annual meeting.
(6) Members of the Council shall be paid their reasonable out of pocket expenses of attending meetings of the Council and committees of the Institute and of conducting the affairs of the Institute, and the Council may authorize the payment of such expenses to any other members so engaged.
202 Public representatives on Council
(1) The Corporate Governance and Nominating Committee shall prepare and submit to the President of The University of Manitoba, annually and prior to the annual meeting of the Institute in that year, a list containing the names of persons suggested by it as being suitable for appointment as public representatives on Council, the intention of this procedure, however, being merely that such list might be of assistance to the President of said University in the appointment of the number of public representatives on Council required to be appointed in that year.
(2) Public representatives on Council shall normally be appointed for a term of two years, or until their respective successors are appointed. Appointments shall be staggered such that at least one public representative shall be appointed annually.
(3) The term of a public representative on Council shall terminate by the passage of time, or by death or resignation.
(4) A public representative on Council whose term has terminated, or is about to terminate, shall be eligible for reappointment provided however that no public representative shall be eligible to serve on Council for more than six years.
(5) The list referred to in clause (1) hereof shall contain names to the number of the persons to be appointed in that year, and of at least one other person. (6) Public representatives on Council shall be entitled to receive notice of, attend, and speak at, and, except on the election of members of Council, vote at, all meetings of the Institute.
203 Election of Council
(1) At each annual meeting the number of members of Council to be elected shall be determined by the number of vacancies at that time in the membership of Council, but the number of members elected at each annual meeting shall not exceed ten, and at all times at least one elected member of Council shall be resident and employed or practising outside the boundaries of the City of Winnipeg.
(2) If two or more persons resident and employed or practising outside such boundaries are nominated for election as a member of Council at a time when the election of at least one such person is required under Bylaw 201 (2) and if no such person receives a sufficient number of votes at the election as would in the ordinary course result in his or her election, the one of such persons who receives the highest number of votes as between them shall be deemed elected in fulfillment of that requirement.
(3) All members, except honorary members, who are in good standing and whose residence is in the Province of Manitoba, shall be eligible for election to the Council; provided that a retiring member of Council who has served three consecutive terms of two years each shall not be eligible for election as a member of Council for the next ensuing term, unless he or she has been nominated for or held the office of First Vice-President, Second Vice-President, or Secretary-Treasurer at the time of his or her retirement.
(4) If a member of Council serves as President during the first year of his or her term as a member of Council, his or her membership as an elected member of Council shall terminate upon the expiry of his or her term as President.
(5) A voting paper, shall be mailed to all members of the Institute at least ten days before each annual meeting and shall have indicated thereon by general description the places of residence and of employment or practice of each person whose name appears thereon as a nominee and such voting paper shall not be effective or considered unless returned and received by the Secretary-Treasurer by twelve o'clock noon on the second day preceding the date of the annual meeting, and marked for the election of not more than the number of persons nominated for election to the Council as are to be elected at that meeting.
(6) Three scrutineers shall be appointed by Council from the members, and they shall count the voting papers received from the Secretary-Treasurer and submit to the Secretary-Treasurer a certified list of the names of the persons elected at the annual meeting. (7) The Secretary-Treasurer shall declare at the annual meeting the names of those elected to the Council and of the appointed public representatives on Council.
204 Meetings of Council
(1) Meetings of the Council shall be held at least once in each quarter at such times and places as the President shall determine, including by means of such telephone, electronic or other communication facilities that will permit all persons participating in the meeting to communicate with each other, and reasonable notice shall be given to all members of the Council of such meetings.
(2) Subject to a minimum of five (5) members present, at any meeting of the Council, the presence of fifty percent (50%) of the current complement of members on Council shall constitute a quorum.
(3) Every member of the Council present at a meeting of the Council shall have one vote and the chair shall, in addition, have a casting vote as necessary to break a tie.
[The next bylaw is Bylaw 221]
OFFICERS
221 Elections and appointments of officers
(1) Not later than one hour after each annual meeting, the new Council shall meet and shall elect from its members a President, a First Vice-President, a Second Vice-President and a Secretary-Treasurer. These members shall be the elected officers of the Institute and, shall act as an Executive Committee on behalf of the Council in accordance with terms of reference approved by the Council.
(2) The Council shall provide for the appointment and remuneration of a chief executive officer and such other officers and agents as the Institute may from time to time require.
222 President's responsibilities
(1) The President shall be the chair of the Council and shall be entitled to preside at all meetings of the Institute and the Council.
(2) In the absence of the President or at his or her request a Vice-President shall act as president. (3) At any meeting of the Institute or of the Council where the President or a Vice-President is not in attendance, those present in person at the meeting, provided they constitute a quorum under these bylaws, may by resolution appoint any other member of the Council to act as chair of the meeting.
223 Secretary-Treasurer's responsibilities
The Secretary-Treasurer shall provide advice and counsel to management regarding the financial affairs of the Institute.
[The next bylaw is Bylaw 241]
MEETINGS OF THE INSTITUTE
241 Procedure at meetings
Subject to the bylaws, the procedure at all meetings in connection with the affairs of the Institute shall be governed by the rulings of the chair.
242 Notice provisions
(1) Any notice under these bylaws shall be deemed to have been duly given if and when mailed prepaid in Manitoba addressed to the recipient at such an address as appears in the records of the Institute or if no address appears then to the last known address of that person entered in the register of members or records of the Institute.
(2) The certificate of the Secretary-Treasurer or other officer appointed by the Council shall be conclusive evidence of the due mailing of any such notice.
(3) The non-receipt of any notice under these bylaws shall not invalidate such notice or any meeting, or any resolution, proceeding or action at any meeting. (4) The Council may from time to time determine in its sole discretion what the reasonable notice required under the bylaws should be in the circumstances and may declare that any notice already given has been reasonable.
243 Annual general meeting: timing - notice - presentation of financial statements - appointment of auditor
(1) The annual general meeting of the Institute for the election of the Council, the appointment of an auditor and for the transaction of such other business as may properly be brought before the meeting, shall be held within 90 days after the end of each fiscal year at such time and place as the Council may from time to time determine.
(2) Reasonable notice of the annual general meeting shall be given to each member and at the same time or at a reasonable time before the annual general meeting a copy of the Annual Report including the annual financial statements and the report of the auditor thereon, shall be sent to each member.
(3) The Council shall place before the annual general meeting of the Institute for adoption, financial statements for the last completed financial year prepared in accordance with generally accepted accounting principles. (4) At the annual general meeting of the Institute, one or more members, not being members of the Council, shall be appointed auditor or auditors to hold office until the close of the next annual general meeting, at a remuneration to be fixed by the Council.
244 Other general meetings
Other general meetings of the Institute shall be held from time to time on at least one week's notice, after resolution of the Council or after a requisition, delivered to the Secretary-Treasurer signed by 10 or more members, for such purposes or the transaction of such business as may be specified in the resolution or requisition.
245 Adjournment of general meetings
Any annual or general meeting of the Institute may be adjourned from time to time by a resolution passed by a majority of the members present but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which adjournment took place.
246 Procedures at annual or general meetings
(1) At any annual or general meeting of the Institute 20 members present shall constitute a quorum.
(2) Every member present shall have a vote and the chair shall, in addition, have a casting vote as necessary to break a tie.
(3) Subject to the provisions of Bylaw 247, voting shall be by show of hands unless 10 or more members present require a vote by ballot.
(4) If a vote by ballot is required pursuant to clause (3) of this bylaw, the chair shall appoint scrutineers to take the vote.
247 Proxy voting provisions
Council may from time to time determine, in particular cases, to permit any member who is entitled to vote at any annual or special general meeting of the Institute on the question of whether or not any bylaw or rule of professional conduct is to be enacted, re-enacted, repealed, or amended, to cast his or her vote by proxy subject to the following provisions:
(a) the proxy shall be in writing signed by the member and shall direct and authorize the President of the Institute, or in his or her absence the Secretary-Treasurer of the Institute, to vote on behalf of the member for or against a particular bylaw, rule of professional conduct, or amendment to the bylaws or rules of professional conduct, and shall be in the form determined by Council;
(b) the proxy form shall be returned directly to a proxy scrutineer who shall be a person selected by Council. Council may appoint an alternate proxy scrutineer to serve if the proxy scrutineer is unable to attend the meeting;
(c) prior to the meeting the proxy scrutineer (or his or her alternate) shall furnish the Chief Executive Officer or such other person as may be appointed by the Chief Executive Officer with a record of the names of all members who have filed proxies. Such records shall not show how any particular member directed his or her vote to be cast;
(d) any member who has cast his or her vote by proxy may, at any time prior to the time scheduled for the commencement of the meeting in question, personally attend the place of the meeting, revoke his or her proxy in writing, and cast his or her vote personally. The proxy scrutineer (or his or her alternate) shall attend the place of the meeting one half-hour before the time appointed for the commencement of the meeting to receive written revocations of proxies;
(e) at any meeting where Council has permitted or authorized the members to cast their votes on any issue by proxy, then the voting upon that issue at that meeting shall be by ballot. When the balloting commences, the proxy scrutineer (or his or her alternate) shall report in writing to the President of the Institute, or in the President's absence the Secretary-Treasurer of the Institute, the number of proxy votes for and against each such bylaw, rule of professional conduct, or amendment to the bylaws or rules of professional conduct and the President, or in the President's absence the Secretary-Treasurer, shall cast a ballot attaching thereto the report of the proxy scrutineer (or the proxy scrutineer's alternate);
(f) the proxy scrutineer (or the proxy scrutineer's alternate) shall not otherwise disclose how proxies were directed;
(g) at any annual or special general meeting of the Institute where the question of whether or not any bylaw or rule of professional conduct that has been enacted, re-enacted, repealed or amended by Council is being considered for confirmation, no amendments to the content of the said bylaw or rule of professional conduct as circulated to the membership in accordance with Bylaw 243 shall be permitted.
[The next bylaw is Bylaw 261]
COMMITTEES
261 Committees: appointment - composition and meetings
(1) (a) The Council shall appoint from among its members an Audit Committee, a Corporate Governance and Nominating Committee and an Executive Committee, and may appoint such other Committees of Council as it deems appropriate from time to time.
(b) The Council shall appoint from the general membership and subject to these bylaws may appoint non-members as required to a number of Self-Regulatory Committees including a Membership Committee, a Professional Conduct Committee, a Discipline Committee, an Office Practice Assistance Committee and a Bylaws Advisory Committee. The Bylaws Advisory Committee, comprised of such members, including a chair as are appointed by Council, shall have the power to review and recommend changes to the Bylaws, Regulations and Rules of Professional Conduct. The remaining Self-Regulatory Committees shall have all of the powers conferred upon them by the Bylaws.
(c) The Corporate Governance and Nominating Committee shall appoint from the general membership such Operating Committees that are required from time to time to assist the Chief Executive Officer in the execution of his or her duties.
(d) The chair of each committee shall be designated by Council but for the Operating Committees shall not normally be a member of Council.
(e) A member of a committee referred to in (b) or (c) may at any time give notice in writing to the chair of the committee that the member intends to resign. The member's office shall become vacant on the acceptance of the resignation by the committee or, in the case of a member of the Institute, when the member ceases to be a member of the Institute, or is excluded or suspended for any period from membership, or in the case of any member of a committee, if the member is absent from the meetings of the committee for more than two consecutive meetings without the consent of the committee.
(2) Except where otherwise specially provided, meetings of committees shall be held, on reasonable notice, at such times and places as the respective chair thereof shall from time to time determine, including by means of such telephone, electronic or other communication facilities that will permit all persons participating in the meeting to communicate with each other.
(3) Except where otherwise specially provided, at any meeting of a committee constituted pursuant to clauses 261(1)(a) and (b), a majority of the membership of the committee thereof shall constitute a quorum provided that at any such meeting a majority of the members of the committee present and voting shall be members of the Institute.
(4) Subject to clause (3) hereof, every member of a committee present shall have a vote and the chair shall, in addition, have a casting vote as necessary to break a tie.
[The next bylaw is Bylaw 281]
GENERAL
281 Banking: deposits - investments - authorized signatures
(1) The monies of the Institute shall be kept in such chartered banks or trust companies as the Council may from time to time by resolution determine.
(2) Monies of the Institute may be invested in such manner as the Council may from time to time provide.
(3) All cheques, other than those drawn on any imprest bank account authorized by resolution of the Council, shall be signed by any two of the following: the elected officers, the chief executive officer, the director of administration and such other officers and persons as are appointed for this purpose by the Council.
282 Execution of legal documents
All deeds, contracts, documents or legal papers to be signed by the Institute under seal shall be
(a) attested by the signatures of
| (i) |
one of the elected officers, and |
| (ii) |
the chief executive officer or his or her appointee for this purpose; |
(b) attested in such other manner as the Council may from time to time determine by resolution.
283 Indemnification of Council members, officers, committee members and others
Every person when acting in his or her capacity as:
(a) a member of the Council,
(b) an officer of the Institute,
(c) a member of a committee of the Institute,
and any other servant or agent of the Institute shall, out of the funds of the Institute, be indemnified and saved harmless
| (i) |
from and against any liability he or she may suffer or incur arising out of the normal operation of the Institute, or out of any duty or responsibility under these bylaws, or out of any undertaking or assignment authorized by the Council; |
| (ii) |
for all costs, charges and expenses which he or she may suffer or incur in or about the defence of any claim, action, suit or proceeding alleging such liability
provided such liability, costs, charges and expenses are suffered or incurred without his or her own wilful default. |
284 No cause of action against the Institute, Council members, officers, committee members and others
No member, student, or other person shall have any cause of action or lawful complaint against the Institute, the Council or any member thereof, any member, student or officer, servant, agent, counsel or solicitor of the Institute by reason of any thing done or omitted to be done or any other matter or thing in connection with or in respect of any duty, responsibility, undertaking or assignment performed or undertaken in good faith on behalf of the Institute.
[The next bylaw is Bylaw 301]
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