National ByLaws

CANADIAN INVESTOR RELATIONS INSTITUTE
INSTITUT CANADIEN DE RELATIONS AVEC LES INVESTISSEURS
("CIRI")

Enacted September 25, 1997
Amended October 14, 2008

Amended June 7, 2011

1 PURPOSE
1.1 Purpose and Objects
1.2 Definitions
1.3 Interpretation

2 DIRECTORS
2.1 Duties and Number
2.2 Qualifications
2.3 Election
2.4 Term
2.5 Removal
2.6 Vacation of Office
2.7 Committees
2.8 Audit Committee
2.9 Nominating Committee
2.10 Place of Meeting
2.11 Notice
2.12 Adjournment
2.13 Regular Meetings
2.14 Quorum
2.15 Voting
2.16 Telephone Participation
2.17 Resolution in Lieu of Meeting
2.18 Administer Affairs
2.19 Expenditures
2.20 Fund Raising
2.21 Chapters
2.22 Association and Affiliation
2.23 Remuneration of Directors
2.24 Conflict of Interest

3 OFFICERS
3.1 Appointment and Titles
3.2 Term of Office and Remuneration
3.3 Vacancies
3.4 Powers and Duties
3.5 Duties of Officers May Be Delegated


4 PROTECTION OF DIRECTORS AND OFFICERS
4.1 Limitation of Liability
4.2 Indemnity

5 MEMBERS
5.1 Enrolment
5.2 Classes of Membership
5.3 Transfer of Membership
5.4 Term of Membership
5.5 Resignation and Reinstatement
5.6 Termination of Membership
5.7 Dues
5.8 Annual Meeting
5.9 General Meetings
5.10 Notice
5.11 Waiver of Notice
5.12 Quorum
5.13 Votes
5.14 Proxies

6 FINANCIAL
6.1 Fiscal Year
6.2 Banking Arrangements
6.3 Cheques, Drafts, Notes
6.4 Auditors
6.5 Borrowing Power

7 EXECUTION OF INSTRUMENTS

7.1 Execution of Instruments
7.2 Signature to Notices

8 GENERAL
8.1 Amendments
8.2 Head Office
8.3 Seal
8.4 Service
8.5 Computation of Time
8.6 Rules and Regulations

A Bylaw relating generally to the conduct of the affairs of CIRI.

1 PURPOSE

1.1 Purpose and Objects

CIRI is established for the Purpose and Objects, as defined in subsection 1.2(m) hereof, of pursuing and advancing the common interests of persons engaged in the profession of Investor Relations, as defined in subsection 1.2(i). CIRI shall:

  1. facilitate the professional development of its Members by ensuring that Members have access to skill development programs necessary to design and execute successful Investor Relations programs;
  2. take a leadership role in the Canadian business community to voice the concerns and views of the Members;
  3. increase the public profile of Investor Relations in Canada and further the recognition of CIRI as the definitive leader in Investor Relations;
  4. further standards for Investor Relations professionals which encourage all who engage in Investor Relations to do so in a manner that not only benefits their employers or clients, but also serves the interests of current and potential investors by continually improving the quality, quantity and timeliness of available information;
  5. attract and retain Members by meeting their educational and developmental needs; and
  6. conduct such other activities as may be necessary or desirable to further the Purpose and Objects of CIRI.

CIRI is a non-profit organization, and no part of its income shall inure to the benefit of any Member, nor shall any Member, Officer or employee receive or be entitled to receive any monetary profit of any kind from CIRI except reasonable compensation for services rendered to CIRI as approved by the Board of Directors.


1.2 Definitions
 

In this Bylaw, unless the context otherwise specifies or requires:

  1. "Act" means the Canada Corporations Act, R.S.C. 1970, c. C-32, as from time to time amended, and every statute that may be substituted therefore and, in the case of such substitution, any references in the Bylaws of CIRI to provisions of the Act shall be read as references to the substituted provisions therefore in the new statute or statutes;
  2. "Appointed Director(s)" means an individual who is a Director of the Board by virtue of the office held by such individual in CIRI;
  3. "Board" means the Board of Directors of CIRI;
  4. "Bylaw(s)" means the Bylaws of CIRI from time to time in force and effect;
  5. "Chapter" has the meaning ascribed to that term in section 2.21 and "Chapters" means more than one Chapter;
  6. "CIRI" means Canadian Investor Relations Institute/Institut Canadien de Relations avec les Investisseurs, a federal non-share capital corporation incorporated under the Act;
  7. "Corporate Practitioner" means a Member who is a practicing IR professional employed on staff 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.
  8. "Director(s)" means Elected Directors and Appointed Directors collectively;
  9. "Elected Director(s)" means an individual who is elected as a Director by the Members in accordance with the provisions of the Bylaws or appointed pursuant to section 2.6;
  10. "Investor Relations" is a corporate activity, combining the disciplines of finance, marketing and communication, which provides present and potential investors with an accurate portrayal of a corporation's performance and prospects so that they can make properly informed investment decisions. Investor Relations should also serve as a conduit for providing market intelligence to corporate management;
  11. "Letters Patent" means the letters patent and any supplementary letters patent of CIRI;
  12. "Member" means a Member (voting) of CIRI, and "Members" means more than one such person, all as such terms are described in section 5.2;
  13. "Officer(s)" means the positions designated in section 3.1, or any other individual appointed by the Board who performs functions for CIRI similar to those normally performed by an individual occupying any such office in accordance with the Bylaws;
  14. "Purpose and Objects" has the meaning ascribed to that phrase as set forth in section 1.1.

1.3 Interpretation

The Bylaws shall, unless the context otherwise requires, be construed and interpreted in accordance with the following:

all terms contained herein, and which are defined in the Act or the Regulations, shall have the meanings given to such terms in the Act or such Regulations; words importing the singular number only shall include the plural and vice versa; and the word "person" shall include bodies corporate, corporations, companies, partnerships, syndicates, trusts and any number or aggregate of persons; the headings used in the Bylaws are inserted for reference purposes only and are not to be considered or taken into account in construing the terms or provisions thereof or to be deemed in any way to clarify, modify or explain the effect of any such terms or provisions.

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2 DIRECTORS

2.1 Duties and Number

The property and business of CIRI shall be directed by the Board who may exercise all such powers and do all such acts and things as may be exercised or done by CIRI that are not by the Bylaws or by statute expressly directed or required to be done in some other manner. The number of Directors on the Board shall be a minimum of five and a maximum of 20 and the precise number of Directors shall be fixed annually by the Board and approved by the Members at the annual meeting of Members when Elected Directors are elected. The President and Past Chairperson of CIRI shall be Appointed Directors. Each president of a Chapter shall also be an Appointed Director for the term such person serves as president of such Chapter.


2.2 Qualifications

No person shall be qualified for election or appointment as a Director who is less than 18 years of age; is of unsound mind and has been so found by a court in Canada or elsewhere; or has the status of a bankrupt. Only Members of CIRI may be eligible for election as a Director of CIRI.


2.3 Election

The applicants for incorporation shall become the first Directors of CIRI whose term of office on the Board shall continue until their successors are elected. At the first meeting of Members, the Board then elected shall replace the provisional directors named in the Letters Patent. The Elected Directors shall be elected in rotation such that one half of the Elected Directors elected at the first meeting of Members shall hold office for a term of one year and the remaining Elected Directors shall hold office for a term of two years. The number of Elected Directors to be elected annually by the Members shall be equal to the number of Elected Directors then retiring in any year unless otherwise determined in accordance with section 2.1. In addition to the persons elected by the Members to serve as Directors, there shall be such Appointed Directors as provided for in section 2.1 hereof.

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. This 67% threshold cannot be changed without the support at either an Annual Meeting or General Meeting of at least 50% of the Corporate Practitioner members of CIRI.


2.4 Term

Each of the Elected Directors' term of office after the first meeting of Members, (subject to the provisions, if any, of the Letters Patent or Bylaws) shall be two years from the date of the meeting at which he or she is elected, or until the office is vacated pursuant to section 2.6 hereof. The first term of office for a Director appointed to fill a vacancy, pursuant to section 2.6 hereof, shall be the balance of the term of the vacating Elected Director. No Elected Director shall be eligible to serve for more than three consecutive terms.

Appointed Directors shall serve as such until they cease to hold the office by virtue of which they received their appointment as Appointed Director.


2.5 Removal

All of the Elected Directors comprising the Board shall retire at the end of their terms at the annual meeting at which the election of Elected Directors is to be made but, subject to the provisions of this Bylaw, shall be eligible for re-election; provided that the Board may, by resolution passed by at least 67 percent of the Directors entitled to vote at a meeting of the Board specially called for such purpose remove any Elected Director from the office and the vacancy created by such removal may be filled at the same meeting, failing which it may be filled by the Members; and further provided always that the Members of CIRI may, by resolution passed by at least 67 percent of the votes cast at a general meeting of which notice specifying the intention to pass such resolution has been given, remove any Elected Director or Appointed Director before the expiration of that Director's term of office and may, in the case of removal of an Elected Director, by a majority of the votes cast at that meeting, elect any person in the Elected Director's stead for the remainder of the Elected Director's term. An Appointed Director shall be replaced by the successor to the office by virtue of which the Appointed Director was appointed.


2.6 Vacation of Office

The office of Elected Director shall be automatically vacated if:

  1. such Elected Director ceases to meet the qualifications as set out in section 2.2;
  2. such Elected Director fails to attend at least 66 percent of the scheduled meetings of the Board in any 12 month period unless the Board, by express resolution, has decided otherwise, or fails to perform his or her assigned duties as determined by the Board;
  3. such Elected Director has resigned his or her office by delivering a written resignation to the Secretary of CIRI;
  4. such Elected Director dies; or
  5. such Elected Director is removed from office in accordance with section 2.5; provided that if any vacancy shall occur for any reason in this section contained, the Board by simple majority vote, may, by appointment, fill the vacancy for the balance of the term of the vacating Elected Director with a Member, subject to the provisions of section 2.3.

2.7 Committees

The Board may appoint, from among the Members, committees whose members hold their offices at the will of the Board. The Board shall determine the duties of such committees. All committees shall report directly to the Board. The board may fix any remuneration for such committee members.


2.8 Audit Committee

There shall be an audit committee appointed annually by the Board comprised of a chairperson appointed by the Board and at least two additional committee members who are Directors, (the "Audit Committee"). The Audit Committee shall deal with the auditors of CIRI, receive and review all financial statements, make recommendations to the Board in respect of same and make periodic reports to the Board.


2.9 Nominating Committee

There shall be a nominating committee appointed annually by the Board comprised of the Chairperson, Past Chairperson, Vice-Chairperson and the presidents of each Chapter (the "Nominating Committee"). It is the function of the Nominating Committee to prepare a slate of names of eligible Members, based on guidelines provided by the Board, who have consented to seek election to the Board 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 for election as directors and shall present the slate to Members, as well as other business coming before the meeting requiring a vote, in accordance with sections 8.4 and 8.5, at least 14 days prior to the annual meeting of Members.


2.10 Place of Meeting

Meetings of the Board may be held at any place within or outside Canada.


2.11 Notice

A meeting of the Board may be convened by any two Directors at any time and the Secretary, when directed or authorized by any two Directors, shall convene a meeting of the Board. At least 72 hours notice of such meeting shall be given to each Director. Notice of any such meeting shall be served in accordance with sections 8.4 and 8.5 at least 72 hours prior to the meeting, other than any notice sent by mail, which shall be served not less than 14 days (exclusive of the day on which the notice is delivered or sent but inclusive of the day for which notice is given) before the meeting is to take place; provided always that a Director may in any manner and at any time waive notice of a meeting of Directors and attendance of a Director at a meeting of the Board shall constitute a waiver of notice of the meeting except where a Director attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called or if all of the absent Directors waive notice before or after the date of such meeting.

If the first meeting of the Board following the election of Elected Directors by the Members is held immediately thereafter, then for such meeting or for a meeting of the Board at which a Director is appointed to fill a vacancy in the Board, no notice shall be necessary to the newly Elected or Appointed Directors in order to legally constitute the meeting, provided that a quorum of the Directors, in accordance with section 2.14, is present.


2.12 Adjournment

Any meeting of the Board, or of a committee appointed by the Board, may be adjourned from time to time by the chairperson of the meeting, with the consent of the meeting, to a fixed time and place. Notice of any adjourned meeting of Directors is not required to be given if the time and place of the adjourned meeting is announced at the original meeting. Any adjourned meeting shall be duly constituted if held in accordance with the terms of the adjournment and a quorum is present thereat. The Directors who formed a quorum at the original meeting are not required to form the quorum at the adjourned meeting.

If there is no quorum present at the adjourned meeting, the original meeting shall be deemed to have terminated forthwith after its adjournment. Any business may be brought before or dealt with at any adjourned meeting which might have been brought or dealt with at the original meeting in accordance with the notice calling the same.


2.13 Regular Meetings

The Board shall meet not less than four times throughout the year.

The Board may appoint a day or days in any month or months for regular meetings of the Board at a place or hour to be named by the Board. A copy of any resolution of the Board fixing the place and time of regular meetings of the Board shall be sent to each Director forthwith after being passed, but no other notice shall be required for any such regular meetings.

The Board may, in its sole discretion, invite Officers, committee chairs, Members or other individuals who are not otherwise Directors to attend meetings on a non-voting basis.


2.14 Quorum

A simple majority of the Directors entitled to vote shall form a quorum for the transaction of business and, notwithstanding any vacancy among the Directors, a quorum of Directors may exercise all the powers of Directors.


2.15 Voting

Each Director is authorized to exercise one vote. Questions arising at any meeting of Directors shall be decided by a simple majority of votes unless otherwise required by the Act or the Bylaws. In case of an equality of votes the chairperson of the meeting in addition to an original vote shall have a second or casting vote.


2.16 Telephone Participation

If all the directors of the Corporation consent, a meeting of Directors may be held by means of such telephone, electronic or other communication facilities as permit all persons participating in the meeting to hear each other, and a Director participating in such meeting by such means is deemed to be present at that meeting.


2.17 Resolution in Lieu of Meeting

A resolution in writing, signed by all the Directors entitled to vote on that resolution at a meeting of Directors is as valid as if it had been passed at a meeting of Directors.


2.18 Administer Affairs

The Board may administer the affairs of CIRI in all things and make or cause to be made for CIRI, in its name, any kind of contract which CIRI may lawfully enter into and, save as hereinafter provided, generally, may exercise all such other powers and do all such other acts and things as CIRI is by its Letters Patent or otherwise authorized to exercise and do. The Board may appoint such agents and engage such employees as it shall deem necessary from time to time and such persons shall have such authority and shall perform such duties as shall be prescribed by the Board at the time of such appointment.


2.19 Expenditures

The Board shall have the power to make expenditures for the purpose of furthering the Purpose and Objects of CIRI, including the determination of remuneration for all Officers, agents and employees.


2.20 Fund Raising

The Board shall take such steps as it may deem requisite to enable CIRI to acquire, accept, solicit or receive legacies, gifts, grants, settlements, bequests, endowments and donations of any kind whatsoever for the purpose of furthering the Purpose and Objects of CIRI.


2.21 Chapters

The formation of Chapters of CIRI shall be authorized in accordance with this section 2.21. The founding Chapters of CIRI shall be located in the provinces of Alberta (Calgary), Ontario (Toronto) and Quebec (Montreal) and are each hereby established and approved by the adoption of this Bylaw. The said founding Chapters shall be subject to all the provisions of this section regarding Chapters of CIRI. The Board may, by approval of 67 percent of the Board entitled to vote, recognize and charter additional chapters of CIRI (each of which shall be referred to as a "Chapter"). The purpose of each Chapter shall be to further the Purpose and Objects of CIRI, as determined by the Board in that specific location. The Board shall appoint not less than five persons to be the initial Chapter directors and to hold office until the first meeting of the Chapter so formed. The directors of each Chapter shall be removable by 67 percent of the members of such Chapter entitled to vote. The president elected by the board of directors of the Chapter shall serve as a voting Appointed Director of the Board of CIRI. The initial Chapter directors shall consult with the Board and, subject to the approval of the Board, shall enact bylaws to govern the affairs of the Chapter (the "Chapter Bylaws"), which Chapter Bylaws must not conflict with the Bylaws or the policies of the Board.

All Chapter Bylaws shall provide that:

  1. the Chapter shall be subject to the Bylaws and the Chapter Bylaws;
  2. membership in the Chapter shall be limited to persons who are Members of CIRI in good standing;
  3. the board of directors for the Chapter shall meet at least four times per year;
  4. the Chapter shall prepare and render to the Board an annual report in each fiscal year of CIRI, including a report on the activities and financial condition of the Chapter and shall cooperate fully with the auditors of CIRI in the preparation of the annual audit of CIRI as required;
  5. the Chapter shall be entitled to receive that portion of the annual dues the Board allocates to dues for membership in a Chapter for all CIRI members who are also Members of that particular Chapter;
  6. at the end of each fiscal year of CIRI, the Chapter shall remit to CIRI the balance of its accumulated net revenue, except for a reasonable amount of working capital to be requested by the Chapter's board of directors and approved by the Board; and
  7. any Chapter indebtedness to CIRI shall be repaid to CIRI annually. On dissolution of the Chapter, any funds remaining shall be forwarded to CIRI.

The Board may, by approval of 67 percent of the Directors entitled to vote, revoke or cancel the charter of any Chapter upon the giving of 30 days written notice of the Board's intentions, upon grounds that the Chapter has failed to comply with the Bylaws or Chapter Bylaws, or on any other ground which, in the opinion of the Board, acting reasonably, warrants such revocation or cancellation. The Chapter whose charter is to be cancelled may request a hearing with the Board to review its decision at any time prior to the effective date of the cancellation of the Chapter charter. The decision of the Board after any such hearing shall be final and conclusive.


2.22 Association and Affiliation

The Board shall be authorized to enter into any arrangement whereby CIRI becomes a member, associate or affiliate of any other organization.

The Board may approve the designation of a representative of any such organization to attend all Board meetings. Such representative shall have a consultative role rather than a decisionmaking role and shall be not be entitled to vote on any matters before the Board.


2.23 Remuneration of Directors

The Directors shall serve without remuneration and Directors shall not directly or indirectly receive any profit from their positions as such, provided that Directors may be reimbursed for reasonable expenses incurred by them in the performance of their duties. If any Director shall be employed by or shall perform services for CIRI in addition to serving as a Director, the fact of being a Director or Officer of CIRI shall not disentitle such Director from receiving proper remuneration for such additional services.


2.24 Conflict of Interest

A Director who is in any way, directly or indirectly, interested in a contract or proposed contract with CIRI shall disclose his or her interest at a meeting of the Board in accordance with section 98 of the Act. In supplement of, and not by way of limitation upon any rights conferred upon Directors by section 98 of the Act, no Director shall be disqualified from serving as a Director or be required to vacate his or her office as a Director, by reason of being in any way, directly or indirectly, interested in a contract with CIRI as vendor, purchaser or otherwise or being concerned in any contract or arrangement made or proposed to be entered into with CIRI in which the Director is in any way directly or indirectly interested as vendor, purchaser or otherwise.

Subject to compliance with the Act, no contract or arrangement entered into by or on behalf of CIRI in which any Director shall be in any way directly or indirectly interested shall be voided or voidable and no Director shall be liable to account to CIRI or any of its Members or creditors for any profit realized by or from any such contract or arrangement by reason of any fiduciary relationship.

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3 OFFICERS

3.1 Appointment and Titles

The Board may annually or more often as may be required, appoint a President and a Secretary, a Treasurer and such other Officers as the Board may determine, including one or more assistants to any of the Officers so appointed. One person may hold more than one office. The Board may specify the duties of and, in accordance with this Bylaw and subject to the Act, delegate to such Officers powers to manage the business and affairs of CIRI. 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.

The Officers shall be:

  1. Chairperson of the Board The Board may from time to time appoint a Director as Chairperson of the Board. The Chairperson shall chair all meetings of the Board and have such other powers and duties as the Board may specify. The term of office of the Chairperson shall be no longer than three years, and a Director may not serve consecutive terms as Chairperson. The Chairperson must be a Corporate Practitioner member of CIRI.
  2. Past Chairperson The Past Chairperson shall be the person who held the office of Chairperson for the immediately preceding term and shall be an Appointed Director. The Past Chairperson must be a Corporate Practitioner member of CIRI.
  3. Vice-Chairperson The Board may from time to time appoint a Director as Vice-Chairperson. If appointed, the Vice-Chairperson shall have such powers and duties as the Board may specify. During the absence or disability of the Chairperson the Vice-Chairperson shall also have the powers and duties of that office. The Vice Chairperson must be a Corporate Practitioner member of CIRI.
  4. President The President shall be the chief executive officer and shall be an Appointed Director. Subject to the authority of the Board, the President shall be responsible for the general supervision of the affairs of CIRI and shall have such other powers and duties as the Board may specify. The President shall conform to all lawful orders given by the Board and shall at all reasonable times give to the Board all the information the Board may require regarding the affairs of CIRI.
  5. Secretary The Board may from time to time appoint a Secretary. The Secretary shall attend and be the Secretary of all meetings of the Board, and shall enter or cause to be entered in records kept for that purpose minutes of all proceedings thereat. The Secretary shall give or cause to be given, as and when instructed, all notices to Members, Directors, Officers, auditors and Members of committees of the Board and shall be the custodian of the corporate seal of CIRI and all books, records and instruments belonging to CIRI, except when some other Officer or agent has been appointed for that purpose. The Secretary shall have such other powers and duties as otherwise may be specified.
  6. Treasurer The Board may from time to time appoint a Treasurer who shall ensure that proper accounting records of the financial activities of CIRI are kept, including the deposit of money, the safekeeping of securities and the disbursements of the funds of CIRI, and shall cooperate fully with the Audit Committee. The Treasurer shall have such other powers and duties as otherwise may be specified. If a Treasurer is not appointed, the duties of the Treasurer shall be carried out by the Secretary or such other Officer as the Board may from time to time determine.
  7. Membership The Board may from time to time appoint a Director to act as chairperson of a committee with overall responsibility for ensuring the maintenance of the membership records of CIRI, for increasing the membership of CIRI, and for coordinating the membership activities of each Chapter of CIRI (the "Membership Committee"). The chairperson shall have overall accountability for approving applications for membership and, if such duties are delegated to the committee by the Board, for terminating the membership of any Member who has not paid his or her annual dues when due, reinstating any Member who has made payment of any outstanding dues and for adjudicating on any other matters related to eligibility or classification or membership.

3.2 Term of Office and Remuneration

The Board, in its discretion, may remove any Officer of CIRI. Otherwise, each Officer appointed by the Board shall hold office until a successor is appointed or until an earlier resignation is received by the Board. The Officers may be paid such remuneration for their services as the Board may from time to time determine.


3.3 Vacancies

If the office of any Officer of CIRI shall be or become vacant by reason of death, resignation, disqualification or otherwise, the Board, by resolution, may appoint a person to fill such vacancy.


3.4 Powers and Duties

The powers and duties of all Officers shall be such 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.


3.5 Duties of Officers May Be Delegated

In case of the absence or inability to act of any Officer of CIRI or for any other reason that the Board may deem sufficient, the Board may delegate all or any of the powers of any such Officer to any other Officer or to any Director.

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4 PROTECTION OF DIRECTORS AND OFFICERS

4.1 Limitation of Liability

Except as otherwise provided in the Act, no Director or Officer of CIRI shall be liable for the acts, receipts, neglects or defaults of any other Director, Officer, employee or agent of CIRI or for any loss, damage or expense happening to CIRI for the insufficiency or deficiency of any security in or upon which any of the monies of or belonging to CIRI shall be placed out or invested or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person including any person with whom or which any monies, securities or effects shall be lodged or deposited or for any loss, conversion, misapplication or misappropriation of or any damage resulting from any dealings with any monies, securities or other assets belonging to CIRI or for any other loss, damage or misfortune whatever which may happen in the execution of the duties of the Director's or Officer's respective office or trust or in relation thereto unless the same shall happen by or through the Director's or Officer's own gross or wilful neglect or default. The Directors and Officers for the time being of CIRI shall not be under any duty or responsibility in respect of any contract, act or transaction whether or not made, done or entered into in the name or on behalf of CIRI, except such as shall have been submitted to and authorized or approved by the Board.


4.2 Indemnity

Every Director or Officer of CIRI or other person who has undertaken or is about to undertake any liability on behalf of CIRI or any corporation controlled by it and their heirs, estate trustees, executors and administers, and estate and effects, respectively, shall from time to time and at all times, be indemnified and saved harmless out of the funds of CIRI, from and against:

  1. all costs, charges and expenses whatsoever that such Director, Officer or other person sustains or incurs in or about any action, suit or proceeding that is brought, commenced or prosecuted against the Director, Officer or other person for or in respect of any act, deed matter or thing whatever, made, done or permitted by them, in or about the execution of the duties of such office or in respect of any such liability; and
  2. all other costs, charges and expenses that the Director, Officer or other person sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by their own wilful neglect or default. CIRI shall also indemnify any such person in such other circumstances as the Act or law permits or requires. Nothing in this Bylaw shall limit the right of any person entitled to indemnity to claim indemnity apart from the provisions of this Bylaw to the extent permitted by the Act or law. The Board may, in its discretion, purchase liability insurance to ensure the ability of CIRI to fulfil its covenant to indemnify in this section 4.2.

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5 MEMBERS

5.1 Enrolment

Subject to the Act and the Letters Patent, the Members shall be the applicants for incorporation of CIRI provided they consent to be Members and such other individuals interested in furthering the Purpose and Objects of CIRI who, upon their application, are admitted as Members by or under the authority of the Board. Membership will be subject to the approval of the Board through its duly authorized Membership Committee, in compliance with the Bylaws, rules, regulations and guidelines of CIRI. A Member must be a Member in good standing and have paid all CIRI dues.


5.2 Classes of Membership

A Member is defined as one of the following:           

  1. A 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
  2. in a consulting capacity to a company whose securities are listed for trading in the public markets; or
  3. is a representative of a business that provides support services or products to the practice of Investor Relations; or
  4. may practice Investor Relations in the future and wishes to join for professional development reasons; or
  5. is appointed by the Board as an Honourary, Academic or Retired Member, may be accepted as a Member of CIRI.

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 CIRI Members’ meetings and to held office as a Director of CIRI or any other office of CIRI, if duly elected by the Members or appointed by the Board, in accordance with the Bylaws.


5.3 Transfer of Membership

A Member shall be permitted to transfer his or her membership to another individual within the same organization as the current Member at any time, upon payment of any fees that may be determined by the Board from time to time. The transfer of such membership shall only be effective upon the receipt by the Board of written notice from the current Member directing the Board to record the transfer of the subject membership from the current Member to an individual who is eligible to be a Member and who is specified in such notice by such current Member within the same organization as the current Member.


5.4 Term of Membership

Membership shall be subject to annual renewal. Each Member shall pay the annual membership dues as invoiced to such Member by CIRI, as and when payable. Any Member who has not paid his or her annual dues when due in any year shall cease to be a Member unless the Board, by express resolution has decided otherwise, but such defaulting Member, may on payment of all unpaid dues or by special action of the Board be reinstated by simple majority vote of the Board. All or any of the powers of the Board set out in this Section may be delegated to the Membership Committee by simple majority vote of the Board.


5.5 Resignation and Reinstatement

Any Member may resign from CIRI by submitting a written resignation to CIRI. The effective date of such resignation shall be the date of receipt of the notice by CIRI. A Member who, at the time of resignation was in good standing, i.e., who is not in default of the qualification of membership described in section 5.2 and who has paid all CIRI dues, may re-apply for membership. A Member who has resigned and is reapplying for membership may be assessed a portion of any outstanding dues, assessments or fees, in a manner to be determined by the Board.


5.6 Termination of Membership

The interest of a Member in CIRI 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.

The Board shall have the power to suspend or withdraw the membership of a Member or take any other disciplinary action with regard to a Member, provided that such action must be approved by at least 67 percent of the Directors entitled to vote. The Board may establish conditions precedent or subsequent to reinstatement of the membership of any person or Member.


5.7 Dues

The annual dues payable by Members shall be fixed by simple majority vote of the Board. The Board shall also fix the additional annual dues payable by Members who wish to be Members of a particular Chapter. The Secretary shall notify the Members of the dues payable by the Members each year in advance of the year end of CIRI for the upcoming year.

Subject to section 5.4 of this Article, failure to pay annual dues when payable shall result in the termination of the membership of the defaulting Member.


5.8 Annual Meeting

Subject to compliance with Section 102 of the Act, the annual meeting of the Members shall be held on such day in each year and at such time as the Board may by resolution determine at any place within Canada or, if the Members by simple majority so resolve, outside Canada.


5.9 General Meetings

Other meetings of the Members may be convened by order of the Chairperson or by the Board at any date and time and at any place within Canada or, if a simple majority of the Members so resolve, outside Canada. The Board shall call a special meeting of Members on written requisition of not less than 15 percent of the Members.


5.10 Notice

Fourteen days' notice shall be given in accordance with sections 8.4 and 8.5 to each Member in good standing on the Record Date, as defined below, of any annual or special general meeting of Members. The "Record Date" shall be the date set by the Board, which date shall be not more than 50 days prior to the date of any such meeting. Notice of any meeting where special business will be transacted should contain sufficient information to permit the Members to form a reasoned judgment on the decision to be taken. Notice of each meeting of Members must remind Members that they have the right to vote by proxy.


5.11 Waiver of Notice

A Member and any other person entitled to attend a meeting of Members may in any manner waive notice of a meeting of Members and attendance of any such person at a meeting of Members shall constitute a waiver of notice of the meeting except where such person attends a meeting for the express purposes of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.


5.12 Quorum

A quorum at any meeting of the Members shall be at least five Members being present in person and representing personally or by proxy 15 percent of the Members. No business shall be transacted at any meeting unless the requisite quorum be present at the time of the transaction of such business. If a quorum is not present at the time appointed for a meeting of Members or within such reasonable time thereafter as the Members present may determine, the persons present and entitled to vote may adjourn the meeting to a fixed time and place but may not transact any other business and the provisions of section 5.10 with regard to notice shall apply to such adjournment.


5.13 Votes

Every question submitted to any meeting of Members shall be determined by a simple majority of the votes unless otherwise specifically provided by the Act or 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 or fees, if any, then payable by the Member. Every Member shall be entitled to one vote.


5.14 Proxies

Votes at meetings of the Members may be given either personally or by proxy. At every meeting at which a Member 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 executed by the Member and received by the Secretary of CIRI no later than 4:00 p.m. two (2) days prior to the scheduled date of the meeting. A proxy shall be in writing and 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 CIRI. A person appointed by proxy must be a Member.


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6 FINANCIAL

6.1 Fiscal Year

The fiscal year of CIRI shall terminate on December 31 in each year or on such other date as the Board may from time to time by resolution determine.


6.2 Banking Arrangements

The banking business of CIRI including, without limitation, the borrowing of money and the giving of security therefore, shall be transacted with such banks, trust companies or other bodies corporate or organizations as may from time to time be designated by or under the authority of the Board.


6.3 Cheques, Drafts, Notes

All cheques, drafts or orders for the payment of money and all notes and acceptances and bills of exchange shall be signed by such Officer or Officers or person or persons, whether or not Officers of CIRI, and in such manner as the Board may from time to time designate.


6.4 Auditors

The Members shall at each annual meeting appoint an auditor to audit the accounts of CIRI for report to Members who shall hold office until the next following annual meeting; provided however, that the Board may fill any causal vacancy in the office of the auditor. The remuneration of the auditor shall be fixed by the Board.


6.5 Borrowing Power

The Board may from time to time:

  1. borrow money upon the credit of CIRI;
  2. limit or increase the amount to be borrowed;
  3. issue debentures or other securities of CIRI;
  4. pledge or sell such debentures or other securities for such sums and at such prices as may be deemed expedient; and
  5. secure any such debentures, or other securities, or any other present or future borrowing or liability of CIRI, by mortgage, hypothec, charge or pledge or all or any currently owned or subsequently acquired real and personal, movable and immovable, property of CIRI and the undertaking and rights of CIRI.

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7 EXECUTION OF INSTRUMENTS

7.1 Execution of Instruments

Contracts, documents or instruments in writing requiring the signature of CIRI may be signed on behalf of CIRI by two persons, one of whom holds office of Chairperson of the Board, President, Vice-Chairperson or Director and the other of whom holds one of the said offices or the office of Secretary, Treasurer, or any other Officer created by Bylaw or by the Board. In addition, the Board or the said two persons may from time to time direct the manner in which and the person or persons by whom any particular instrument or class of instruments may or shall be signed. Any signing Officer may affix the corporate seal to any instrument requiring same.


7.2 Signature to Notices

The signature of any Director or Officer of CIRI to any notice or document to be given by CIRI may be written, stamped, typewritten or printed or partly written, stamped, typewritten or printed.

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8 GENERAL

8.1 Amendments

Unless otherwise provided by the Act, and with the exception of Bylaw 2.3, any existing Bylaw of CIRI not embodied in the Letters Patent may be repealed or amended by Bylaw passed by the Board and confirmed by the Members by a simple majority of the votes cast at a meeting called for the purpose, provided that the repeal or amendment of such existing Bylaw shall not be enforced or acted upon until the approval of the Minister of Industry Canada has been obtained.


8.2 Head Office

Subject to the requirements of the Act, the head office of CIRI shall be in the City of Toronto, in the Province of Ontario, or such other place as the Board may from time to time, by resolution, determine.


8.3 Seal

The seal of CIRI, an impression whereof is sampled in the margin hereof, shall be the seal of CIRI.


8.4 Service

Any notice or other document required by the Act, the Regulations, the Letters Patent or the Bylaws to be sent to any Member or Director or to the auditor shall be delivered personally or sent by prepaid mail or facsimile or other electronic means to any such Member or Director at the latest address as shown in the records of CIRI for such Member or Director and to the auditor at its business address, or if no address be given therein then to the last address of such Member or Director known to the Secretary, (the "Address of Record"); 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. A notice so delivered shall be deemed to have been given when it is delivered personally; the date of such delivery when sent by prepaid mail shall be the date such notice is postmarked; and when sent by facsimile or other electronic means the date such notice shall have been transmitted.


8.5 Computation of Time

Where a given number of days' notice or notice extending over a period is required to be given under the Bylaws or Letters Patent of CIRI 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.


8.6 Rules and Regulations

The Board may establish policies, rules, regulations and guidelines not inconsistent with the Bylaws relating to the management and operation of CIRI and other matters provided for in these Bylaws as they may deem expedient.


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CIRI Membership

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