CANADIAN INVESTOR RELATIONS INSTITUTE
INSTITUT CANADIEN DE RELATIONS AVEC LES INVESTISSEURS
Enacted January 22, 1998
Amended March 29, 2007
Amended September 22, 2011
CHAPTER BYLAW NO. 1
A Bylaw relating generally to the conduct of the affairs of Chapters of CIRI.
ARTICLE 1 - NAME AND PURPOSE
The Chapters shall be known as the: THE CHAPTER OF CIRI.
The “Chapter of CIRI”, which shall hereinafter be referred to as the “Chapter”, is a duly constituted Chapter of CIRI which is a non-profit corporation organized under the Canada Corporations Act, R.S.C. 1970, c. C-32 as from time to time amended, in accordance with the Letters Patent issued by the Minister of Industry.
The Chapter has been granted a charter by the Board of Directors of CIRI (the “CIRI Board”) in accordance with the Bylaws of CIRI. The Chapter shall at all times function not only in accordance with its own Bylaws, but also in accordance the Letters Patent, Bylaws and administrative procedures of CIRI. The Chapter shall take no action or cause any action to be taken which will in any way contravene the purposes, Bylaws or administrative procedures of CIRI.
The Chapter, its Board of Directors and its Officers have no authority to commit or bind CIRI to any course of action, function or financial responsibility, or otherwise, except where such authority is expressly granted in writing by CIRI.
The Chapter is a non-profit professional association of Members in good standing of CIRI, organized and operating in accordance with the Bylaws of CIRI and the Chapter Bylaws duly approved by the CIRI Board. The Chapter is established for the purpose of pursuing and advancing the common interests of persons engaged in the profession of Investor Relations. The Chapter shall:
(a) Encourage the voluntary interchange among Members of experience, ideas and information as to methods and techniques of Investor Relations, and encourage better communication among corporate management, the investment community and corporate shareholders;
(b) Adopt and support the purpose and objects of CIRI and abide by the rules and regulations as established by the CIRI Board in its Bylaws, as amended from time to time;
(c) Meet at least four times in each fiscal year for program events; and
(d) Not be organized for profit, and shall not engage in any business of a kind ordinarily carried on for profit, nor shall any part of the income of CIRI or of the Chapter inure to the benefit of any Member of CIRI, which includes Members of the Chapter, nor shall any Member receive or be entitled to receive any monetary gain of any kind therefrom, except reasonable compensation for services rendered to the Chapter and expressly authorized by the CIRI Board.
In this Bylaw, unless the context otherwise specifies or requires, all terms contained herein shall have the meanings given to such terms in the CIRI Bylaws.
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ARTICLE 2 – DIRECTORS
2.1 Duties and Number
Management of the affairs of the Members of the Chapter is vested in its Board of Directors which is elected by the Members of the Chapter as provided herein, (the “Board”), the Board shall consist of a minimum of five and a maximum of 15 Directors. The number of Directors shall be fixed annually by the Board and approved by the Members of the Chapter at the annual meeting of the Chapter.
No person shall be qualified for election as a Director who is less than 18 years of age; is of unsound mind and been so found by a court in Canada or elsewhere; or has the status of a bankrupt. Only Members of the Chapter shall be eligible for election as Directors of the Chapter.
The Board shall be elected by the Members of the Chapter at the annual meeting of the Chapter. A person who is not a Corporate Practitioner may not be nominated for election to the Board, nor may such a person be appointed to a vacant Elected Director position, if the result would be that less than 67% of the Elected Directors are Corporate Practitioners.
Each Director shall hold office for a term of one year to a maximum of six consecutive terms as a Director. The first term of office for a Director appointed to fill a vacancy, pursuant to subsection 2.5, shall be the balance of the term of the vacating Director.
2.5 Vacation of Office
The office of a Director shall be automatically vacated if such Director:
(a) Ceases to meet the qualification as set out in Section 2.2;
(b) Fails to attend at least 66 percent of the scheduled meetings of the Board unless the Board, by express resolution has decided otherwise, or fails to perform his or her assigned duties as determined by the Board;
(c) Has resigned his or her office by delivering a written resignation to the Board; provided that, if any vacancy shall occur for any reason, the Board by simple majority vote, may, by appointment, fill the vacancy for the balance of the term of the vacating Director with a qualified Member, subject to the provisions of section 2.3.
2.6 First Meeting
The first meeting of the Board following its election shall be held as soon as practicable after the annual meeting of the Chapter electing the Board. If all newly elected Directors are present at the annual meeting of Chapter and a date and time are agreed upon for the first meeting of the Board, there shall be no requirement to provide any further notice to the Directors of such meeting. If all Directors are not present or if a date and time of the first meeting of the Board is not set at the time of the annual meeting of the Chapter, the first meeting of the Board shall be called by Directors present at such meeting and notice sent to all Directors at least 72 hours in advance of the date of such first meeting of the Board.
2.7 Regular Meetings
The Board shall meet not less than four times during the year and shall set its schedule of dates, times and places of such meetings. Other meetings of the Board may be held at such times as are necessary to carry on the business of the Chapter.
Notice of each meeting of the Board shall be given not less than 72 hours prior to any such meeting. Notice of the date, time and place of each meeting shall be given to the Directors personally, by mail or by facsimile transmission or other electronic means.
Notice may be waived by all Directors present at any meeting or in writing sent to the Secretary. Such meetings may be called by the President on his/her own initiative, or by the Secretary upon the written request of any three Directors.
The quorum for the transaction of business at any meeting of the Board shall be one-third of the number of elected Directors.
The Board shall have the power and authority to approve and direct the payment of expenditures of the Chapter, and enter into contracts for goods and services on behalf of the Chapter, and to invest and administer the funds of the Chapter.
Notwithstanding the foregoing, neither the Board nor any of its Officers, agents or
committees, shall be authorized to act in the name of, or on behalf of CIRI, or to incur any obligation or expense on behalf of CIRI, without the prior written consent of the CIRI Board.
The Board shall appoint such committees and chairpersons for such committees from the membership of the Chapter as may be required from time to time by the Board to assist in the operations of the Chapter. It is the objective of the Board to encourage the chairpersons appointed to committees to work with their respective committees in order that leadership development and succession are fostered amongst the committee members as well as involving Chapter Members of various levels of experience. All committees shall report directly to the Board.
2.12 Nominating Committee
There shall be a Nominating Committee of the Chapter appointed annually by the Board comprised of the President, Past President and Vice-President plus up to three other Members appointed by the Board and one CIRI National staff member. It is the function of the Nominating Committee to prepare a slate of names of Members who have consented to seek election to the Board as Directors and to serve if elected. The Nominating Committee shall provide the Secretary with the slate of nominees each year. The Secretary shall prepare the slate of names of eligible Members who have been approved by the Board and present the slate to Members by prepaid mail, facsimile transmission or other electronic means, as the Board, in its discretion may determine, at least 14 days prior to the annual meeting of Chapter. Elections shall be held at the annual meeting of the Chapter.
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ARTICLE 3 – OFFICERS
The Board shall appoint annually a President, Secretary, one or more Vice-Presidents, a Treasurer and such other Officers as the Board may determine. All Officers must be Directors of the Chapter, except the Past President. One person may hold more than one office. The Board may specify the duties of and, in accordance with the Bylaws and the Bylaws of CIRI, delegate to such Officers powers to manage the business and affairs of the Chapter. In case and whenever the same person holds the offices of Secretary and Treasurer that person may, but need not, be known as the Secretary- Treasurer.
Each Officer shall hold office for a term of one year, to a maximum of three consecutive terms in any particular office and to a maximum of six consecutive terms as an Officer.
3.3 Titles and Duties
The powers and duties of all Officers shall be as the terms of their engagement call for or as the Board may specify. The Board may, from time to time and subject to the provisions of the Act, vary, add to or limit the powers and duties of any Officer. Any powers and duties of an Officer to whom an assistant has been appointed may be exercised and performed by such assistant, unless the Board otherwise directs. All Officers shall report directly to the Board.
(a) President The President must be an elected Director of the Chapter. The President shall be the chief executive officer of the Chapter and shall preside at all meetings of the Board and the Chapter and shall exercise general supervision of the business and affairs of the Chapter. The President may delegate duties in addition to those specified for Officers and chairpersons in the Bylaws.
(b) Past President The Past President shall be the person who held the title of President immediately preceding the current President.
(c) Vice-President The Vice-President must be an elected Director of the Chapter. At the request of the President, or in the President’s absence, the Vice-President shall perform the duties of the President. The Vice-President shall assist the President, and perform such duties as the Board or the President may from time to time prescribe. It is intended that the person holding the position of Vice-President will succeed as President, following completion of the current President’s term(s) in office.
(d) Secretary The Secretary must be an elected Director of the Chapter. The Secretary shall record and maintain a record of all meetings of the Board and the Members. The Secretary shall serve notice of all meetings, maintain custody of the Chapter’s records, except financial records, and serve as correspondent to CIRI.
(e) Treasurer The Treasurer must be an elected Director of the Chapter. The Treasurer shall be responsible for reporting all receipts and expenditures to the Board. The Treasurer shall keep books and financial records in an orderly fashion, have custody of all financial documents and records and prepare or have prepared an annual financial report. The Treasurer shall coordinate with the Treasurer of CIRI, remit excess funds of the Chapter to CIRI annually as required by CIRI, submit an annual financial statement to the Board and to CIRI, and cooperate fully with the auditors of CIRI in the preparation of the annual audit of CIRI as required.
(f) Membership Chairperson The Membership Chairperson must be an elected Director of the Chapter. The Membership Chairperson shall form a membership committee and have overall responsibility for ensuring the maintenance of a roster of the Chapter Members, welcoming guests at Chapter events, and be responsible for retention of Members and new Member recruitment, in coordination with the CIRI Membership chairperson.
(g) Program Chairperson The Program Chairperson must be an elected Director of the Chapter. The Program chairperson shall form a program committee, which shall develop and arrange the programs for the Chapter. The chairperson shall take principal responsibility for all programs sponsored by the Chapter as well as sit as a member of CIRI’s Resources and Education Committee.
(h) Newsline Representative The Newsline Representative must be an elected Director of the Chapter. The Newsline Representative shall be responsible for reporting Chapter news and represent the Chapter on the CIRI Newsline Editorial Board.
If the office of any Officer shall be or become vacant by reason of death, resignation, disqualification or otherwise, the Board, by resolution, may appoint a Director of the Chapter to fill such vacancy.
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ARTICLE 4 – MEMBERSHIP
4.1 Qualification for Membership
Membership in the Chapter will be subject to the approval of the CIRI Board through its duly authorized Membership Committee, in compliance with the Bylaws, rules and regulations of CIRI. A Member of the Chapter must be a Member in good standing of CIRI and have paid all CIRI and Chapter dues.
4.2 Classes of Membership
Each Member of the Chapter shall be one of the following:
(i) Corporate Practitioner (someone employed on the staff of or under contract to a single company or group of companies related by ownership and whose securities are listed for trading in the public markets); or
(ii) in a consulting capacity to a company whose securities are listed for trading in the public markets; or
(iii) is a representative of a business that provides support services or products to the practice of Investor Relations; or
(iv) may practice Investor Relations in the future and wishes to join for professional development reasons; or
(v) is appointed by the Board as an Honourary, Academic or Retired Member.
Each Member in good standing is entitled to all membership privileges including the right to a single vote on any issue before the membership and to vote at all Chapter meetings and to hold office as a Director or Officer of the Chapter, if duly elected by the Members or appointed by the Board, in accordance with the Bylaws.
4.3 Transfer of Chapter Membership
A transfer of an individual Member shall be permitted from one Chapter to another, provided all qualifications of membership are maintained, and on written notice from the Member to CIRI.
4.4 Resignation and Reinstatement of Membership
Any Member of the Chapter may resign from the Chapter by submitting a written resignation to CIRI and the Chapter Secretary. A Member who, at the time of resignation was in good standing, i.e., who is not in default of the qualification of membership and who has paid all CIRI dues, may reapply for membership in the Chapter, subject to the approval of CIRI. Resignation from the Chapter does not constitute resignation from CIRI.
4.5 Termination of Membership
The interest of a Member in the Chapter lapses upon the death of such Member or when the Member’s period of membership expires or when the Member ceases to be a Member by resignation or otherwise in accordance with the Bylaws; provided always that the Members may, by resolution passed by at least 67 percent of the votes cast at a meeting of the Members of which notice specifying the intention to pass such resolution has been given, terminate the membership of any Member.
The annual Chapter dues payable by Members shall be fixed by CIRI in accordance with the Bylaws of CIRI and shall be remitted directly to CIRI. Failure to pay annual Chapter dues in accordance with the Bylaws of the Chapter and of CIRI shall result in termination of the membership of such defaulting Member. A Member, whose membership was terminated for non-payment of Chapter dues may, upon payment of all unpaid dues or by a unanimous resolution of the CIRI Board be reinstated as a Member in good standing of the Chapter.
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ARTICLE 5 – CHAPTER MEETINGS
5.1 Annual Meeting
There shall be an annual meeting of the Members of the Chapter, at such date, place and time as determined by the Board. The President and Treasurer shall present their annual reports at this meeting.
5.2 Regular Meetings
The Board shall be responsible for organizing and presenting not less than four program meetings for the interest and benefit of the Members. The type, frequency of occurrence, times and locations of regular meetings of the Chapter shall be as determined by the Board.
5.3 Special Meetings
Special meetings of the Chapter may be called at any time by the President or Vice-President of his/her own initiative or by the Secretary upon written request of one third or more Members in good standing at the date of such request.
Notice of the time and place and business to be conducted at any meeting of the Members shall be given in accordance with sections 8.3 and 8.4 to each Member in good standing on the Record Date, as defined below, at least 14 days prior to the scheduled date of such meeting. The “Record Date” shall be the date set by the Board, which date shall not be more than 50 days prior to the date of any such meeting. Notice of each meeting of Members must remind Members that they have the right to vote by proxy. No substantive business can be voted upon by the membership at any meeting unless the membership is informed by mail, facsimile or other electronic means in advance of the nature of the substantive business to be discussed at such meeting.
At all meetings of Members, at least five Members present in person and representing personally or by proxy 15 percent of the Members of the Chapter, shall constitute a quorum for the transaction of business. If a quorum is not achieved at any meeting which has been duly called, a new meeting date shall be determined and notice of such new date shall be sent to the Members in accordance with the Notice provisions of this Section.
Every question submitted to any meeting of Members shall be determined by a simple majority of the votes unless otherwise specifically provided by these Bylaws. No Member shall be entitled, either in person or by proxy, to vote at meetings of Members unless the Member has paid all dues. Every Member shall be entitled to one vote.
Votes at meetings of the Members may be given either personally or by proxy. At every meeting at which Members is entitled to vote, every Member and/or person appointed by proxy to represent one or more Members who is present in person shall have one vote. A proxy shall be in writing duly executed by the Member and received by the Secretary of the Chapter no later than 4:00 p.m. two days prior to the scheduled date of the meeting. A proxy may be sent by prepaid mail or by telephone, facsimile or other electronic means, as the Board may in its discretion determine, addressed to the Secretary of the Chapter. A person appointed by proxy must be a Member.
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ARTICLE 6 – FINANCIAL
6.1 Fiscal Year
The fiscal year of the Chapter shall terminate on December 31 in each year or on such other date as the CIRI Board of Directors from time to time by resolution determines.
6.2 Banking Arrangements
The banking business of the Chapter shall be transacted by any two of the President, Vice-President, Secretary and Treasurer of the Chapter. Two signatures shall be required for all cheques drawn against the funds of the Chapter. The Board may appoint an independent bookkeeper as one of the signatories for the purposes of drawing cheques.
6.3 Distribution of Funds
The Chapter shall use its funds only to accomplish the purposes specified in the Bylaws and no part of said funds shall inure or be distributed to the Members. Any Chapter indebtedness to CIRI shall be repaid to CIRI annually. On dissolution of the Chapter, any funds remaining in the Chapter treasury after the payment of all debts and liabilities shall be forwarded to CIRI.
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ARTICLE 7 - CIRI INTERACTION
7.1 Annual Report
The President shall prepare an Annual Report of the Chapter and present same to the CIRI Board . The Annual Report shall include reports on the activities and financial condition of the Chapter.
7.2 Financial Report
The Treasurer shall prepare a year-end financial statement for the Chapter immediately following the fiscal year end of the Chapter. Copies of the financial statement will be forwarded to CIRI on or before 60 days after the fiscal year end.
At the end of each fiscal year the Treasurer of the Chapter shall remit to CIRI the balance of its accumulated net revenue, except for a reasonable amount of working capital to be retained by the Chapter. The amount retained as working capital shall be subject to the approval of the CIRI Board.
All Directors and Officers of the Chapter shall cooperate fully with the auditors of CIRI in the preparation of the annual audit of CIRI as required.
7.5 Books and Records
CIRI, through any of its Officers or its designated representatives, shall have the right to inspect the books and records of the Chapter, or to audit the financial affairs of the Chapter, at any time during normal business hours.
7.6 Appointment to CIRI Board
The current President of the Chapter shall serve as an Appointed Director on the CIRI Board for the term such person serves as President of the Chapter.
CIRI and the Chapter shall hold harmless and indemnify all Officers, Directors, members of committees, employees and agents of the Chapter from all judgements, awards, liabilities, settlements or other costs, claims and damages, including legal costs, arising from such persons, which do not arise from the gross or willful negligence or criminal acts of such persons, in the performance of the obligations or fulfillment of duties by such persons as a direct result of such persons’ involvement with CIRI and the Chapter.
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ARTICLE 8 - REVOCATION OF CHARTER
CIRI may, by approval of 67 percent of its Directors entitled to vote, revoke or cancel the charter of the Chapter upon the giving of 30 days written notice of CIRI’s intentions, upon grounds that the Chapter has failed to comply with CIRI’s Bylaws or the Chapter Bylaws, or on any other ground which, in the opinion of the CIRI Board, acting reasonably, warrants such revocation or cancellation. The Chapter may request a hearing with the CIRI Board to review its decision at any time prior to the effective date of the cancellation of the Chapter charter. The decision of the CIRI Board after any such hearing shall be final and conclusive.
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ARTICLE 9 – GENERAL
9.1 Bylaw Amendments
No amendment, change or addition to the Chapter Bylaws shall be effective without the prior written approval of the CIRI Board. The Board may propose an amendment to the Chapter Bylaws by submitting the proposal in writing to CIRI. Any proposed amendment of the Chapter Bylaws shall require a 67 percent majority vote of the CIRI Board to be approved. If approved by the CIRI Board, the Chapter Bylaws shall be so amended and notice of the amendment and of the effective date shall be sent by CIRI to all Chapters.
Any notice or other document required by the Bylaws to be sent to any Member or Director shall be delivered personally or sent by prepaid mail, facsimile transmission or other electronic means to any such Member or Director at the last address as shown in the records of the Chapter for such Member or Director, or if no address be given therein then to the last address of such Member or Director know to the Secretary; provided always that notice may be waived or the time for the notice may be waived or abridged at any time with the consent in writing of the person entitled thereto.
9.3 Computation of Time
Where a given number of days’ notice or notice extending over a period is required to be given under the Bylaws the day of service or posting of the notice shall not, unless it is otherwise provided, be counted in such number of days or other period.
Approved by the CIRI Board of Directors January 22, 1998
Amendments approved by the CIRI Board of Directors September 22, 2011
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