By-Laws of ICOMOS Canada
Draft approved by the Annual General Meeting, November 1992
- Encouraging the recognition that monuments and sites are cultural heritage; encouraging the participation and adoption of recommendations applicable to the study of preservation and restoration of monuments, sites and artistic objects; cooperating in the establishment and development of documentation centres; cooperating in the publication of inventories, directories and other materials relating to monuments and sites, and studying and disseminating information about techniques for the preservation, restoration and development of monuments, sites and artistic objects.
ARTICLE 1. CORPORATE SEAL
The seal of the Corporation shall be in such form as shall be prescribed by the Directors of the Corporation and shall have the words "ICOMOS Canada" endorsed thereon
ARTICLE 2. HEAD OFFICE
2.1 The head office of ICOMOS Canada shall be located in the national capital region as defined in the schedule to the National Capital Act as the place or places therein where the business of the Corporation may from time to time carried out.
ARTICLE 3. CONDITIONS OF MEMBERSHIP
3.1 Individuals, groups, and academic and governmental organizations interested in furthering the objective and aims of ICOMOS Canada may become members of the Corporation
3.2 The total membership shall constitute the General Assembly; it shall be divided into two groups, entitled the English- Speaking Committee and the French-Speaking Committee.
3.3 Any member may subscribe to participate in the activities of the English-Speaking Committee, the French-Speaking Committee or both.
ARTICLE 4. ANNUAL MEETING OF MEMBERS
4.1 The Corporation shall hold an annual meeting of all members. The annual meeting may be held either at head office or elsewhere in Canada, as determined by the Board of Directors. At the annual meeting, the Board of Directors shall inform the members of the activities and events of the past year, the members shall study the auditor's report (if one was requested) and shall discuss, as necessary, any other items on the agenda.
4.2 Each member shall receive at least fourteen days' written notice of all annual or special meetings of the Corporation. Notice of any meeting where special business will be transacted should contain sufficient information to permit the member to form a reasoned judgement on the decision to be taken. Notice of each meeting of members shall remind the member of the right to vote by proxy. Twenty-five members shall constitute a quorum. All members in good standing shall have the right to vote. Procedures for voting by proxy shall be established by the Board of Directors, in compliance with the provisions of the Canada Corporations Act, Part II.
4.3 The President of the Corporation, the Board of Directors or twenty members in good standing, six of whom are members of the English-Speaking Committee and six of whom are members of the French-Speaking Committee may call a special meeting, determine the date and location and set the agenda.
4.4 The Corporation shall elect a President by a majority vote of the members in good standing present at a general meeting called for this purpose. The President's term shall not exceed three years but shall be renewable, subject to the limitations established in clause 6.
ARTICLE 5. ENGLISH-SPEAKING COMMITTEE AND FRENCH-SPEAKING COMMITTEE
5.1 The ongoing operations of ICOMOS Canada shall be managed through two committees called the English-Speaking Committee and the French-Speaking Committee.
5.2 The activities of the two committees are coordinated by the Board of Directors.
5.3 Subject to regulations that may be issued by the Board of Directors, each committee may establish its own rules of procedure and internal administration that comply with the present by-laws.
5.4 Each Committee may decide that individuals, corporations, associations, societies, university and government agencies constitute separate classes of members.
5.5 Each committee shall be directed by an Executive. It shall elect the officers and establish the duration of their term. Each committee shall ensure that its Executive represents the interests of all of its members as faithfully as possible.
5.6 The Executive of each committee shall be composed of between eight and fifteen members. No fewer than eight members of the Executive of each committee shall be elected by the members of that committee or appointed as ex-officio representatives. Only elected or ex-officio members of the Executive are eligible to sit on the Board of Directors.
5.7 The Executive of each committee shall have the powers and duties normally assigned to a board of directors, subject to the specific terms of the present by-laws.
5.8 The Executive of each committee shall have the power to incur expenditures to further the objectives of the Corporation and, to this end, to collect fees and dues and to accept donations, grants and income.
5.9 At least once a year, the Executive of each committee shall report on its activities and on the use of funds in its custody to the members of its committee and to the Board of Directors.
5.10 The Executive of each committee shall ensure that all regions of Canada are satisfactorily represented by its committee.
5.11 Committee or Executive meetings may be held anywhere in Canada. Each committee shall keep minutes of its own meetings and of the meetings of its Executive, in which it shall record all proceedings, and shall transmit them within a reasonable time to the Secretary of the Board of Directors. All proceedings of a committee or its Executive committing ICOMOS Canada must first be approved by the Board of Directors.
ARTICLE 6. BOARD OF DIRECTORS
6.1 The assets and affairs of the Corporation shall be administered by a Board of Directors that is composed of elected, co-opted, honorary and ex-officio members.
6.2 The Board of Directors shall be composed of the President of the Corporation; the Chair of the scientific research and development committee; eight elected or ex-officio members of the Executive of the English-Speaking Committee and eight elected or ex-officio members of the Executive of the French-Speaking Committee, chosen by their respective Executive. The eighteen directors shall represent the Corporation for all matters relating to the international activities of ICOMOS.
6.3 To ensure equitable representation of all regions of Canada on the Board of Directors, the President of the Corporation may nominate up to five members of the Corporation to sit on the Board as co-opted members, they shall serve for a three-year term.
6.4 The Board may name any person it chooses to sit on the Board of Directors as an honorary member, subject to conditions it deems appropriate.
6.5 All directors ù except for the President of the Corporation, the Chairs of the scientific research and development committee, the ex-officio directors, and the honorary members ù shall serve for a term of two years, renewable to a maximum of eight consecutive years. This maximum of eight consecutive years shall not apply when a director serves on ICOMOS International as a director or officer under the latter's By-laws.
- if a director tenders a resignation in writing to the Secretary of the Board of Directors;
- if a director representing a corporation, association, university or government organization
- if, at a special meeting of the Executive of which a director is a member, a resolution is passed
- mental disorder;
- if a director declares bankruptcy, withholds payment of a debt or suspends a transaction to
- if, at a general meeting of the Assembly, a resolution is passed by a majority of members
6.7 The Board of Directors may hold meetings at any time and location as determined by the Directors, provided each director receives fifteen-days' written notice of such meeting. No formal notice shall be necessary if all directors are present at the meeting or if they waive the requirement to do so in writing.
6.8 Quorum at meetings of the Board of Directors shall be nine members, at least three of whom are members of the English-Speaking Committee and of the French-Speaking Committee. All directors, except ex-officio and honorary directors, have the right to vote. Their votes are equal in value.
6.9 If all directors consent, members of the board of directors may participate in a meeting of the board by means of a conference telephone or similar communications equipment as permit all persons participating in the meeting to hear each other. Participating in a meeting pursuant to this provision constitutes presence in person at the meeting.
6.10 Directors shall serve as such without remuneration and no director shall directly or indirectly receive any profit from his/her position as such. However, the Board of Directors and committee Executives may authorize the reimbursement, in whole or in part, of travel expenses and other costs incurred in connection with the business of the Corporation.
6.11 Retiring Directors shall remain in office until the end or adjournment of the meeting at which their successors are elected.
6.12 Directors may exercise any power that the Canada Corporation Act or these by-laws does not require the Assembly to exercise.
6.13 The Board of Directors shall have the power to incur expenditures to further the Corporation's objectives and shall take the measures it deems necessary to allow the Corporation to collect fees and dues and to accept donations, grants and income.
6.14 The Board of directors may appoint agents and hire employees, as it deems necessary to ensure the effective operation of the Corporation. They shall have the authority to perform the duties assigned to them by the Board of directors upon appointment.
6.15 The remuneration of all agents and employees shall be determined by the Board of Directors.
ARTICLE 7. OFFICERS
7.1 The Officers of the Corporation shall consist of a president, three vice-presidents, a secretary and a treasurer.
7.2 The president of the Corporation shall be the president of the Officers.
7.3 The Chair of the English-Speaking Committee, the Chair of the French-Speaking Committee and Chair of the scientific research and development committee shall be the vice-presidents.
7.4 The members of the Board of Directors shall elect a secretary and a treasurer from among the directors. The latter shall be elected for a renewable one-year term. The offices of secretary and treasurer may be held by the same person.
7.5 The president, secretary and treasurer may be replaced before the end of their term by a vote of three-quarters of the members of the Board of Directors present at a meeting called for this purpose. However, the president may appeal this decision to the Assembly.
7.6 The president shall preside over all meetings of the Corporation and Board of Directors, shall administer the affairs of the Corporation, oversee the implementation of all orders and resolutions of the Board and ensure that by-laws and other documents requiring signature by an officer of the Corporation are signed by the president, or by a vice-president and the Secretary or Treasurer, or by any other officer appointed to do so by the Board of Directors.
7.7 Where the president is absent, or is unwilling or unable to perform his/her duties, a vice-president, with the agreement of two-thirds of the members of the Board, may exercise the powers of the president; the vice-presidents shall also perform any other duties assigned to them by the Board of Directors.
7.8 The treasurer shall be in charge of the Corporation's funds and assets and shall keep full and accurate account of receipts and disbursements in the books of the Corporation, shall keep cash and other assets in an account in the name of the Corporation or in any other manner indicated to him/her by the Board of Directors, shall disburse the funds allocated by the Board, prepare the necessary vouchers and submit an account of all transactions as treasurer and of the financial position of the Corporation to the president and Board of Directors at the Board's regular meetings, and shall also perform any other duties that may be assigned to him/her by the Board of Directors or the president, who is his/her immediate supervisor.
7.9 The secretary shall attend all meetings of the Board of Directors and all general meetings of the members, shall perform his/her duties as clerk and shall record in writing all notes and proceedings in the books kept for this purpose, shall send notices of each general meeting of members and each meetings of the Board of Directors, shall keep the list of members who have paid their dues up to date and perform any other duties assigned by the Board of Directors or by the President who is his/her immediate supervisor, shall have custody of the corporate seal and shall use it only when authorized by a resolution of the Board of Directors to do so and to such person or person as may be named in the resolution.
ARTICLE 8. SPECIALIZED COMMITTEES
8.1 The Board of Directors shall also have the authority to establish committees specializing in matters of interest to the Corporation and to appoint the chairs of these committees.
8.2 The chairs shall be appointed by the Board for three-year terms, renewable to a maximum nine years; they may be replaced before the end of their three-year mandate by vote of three- quarters of the members present at a regular or special meeting of the Board of Directors. The Board shall seek the recommendations of specialized committee members in making, continuing and terminating appointments.
8.3 The chairs of all specialized committees shall report to the Board of Directors on the activities of their committee annually; their report shall be distributed to the Board members at the meeting preceding the annual meeting of the Assembly.
8.4 The chair of a specialized committee may expend the amount allocated in him/her by the Board of Directors only for the purposes for which it was allocated. Committees shall have the power to incur expenditures to further their objectives and, to this end, to collect fees and dues and to accept donations, grants and income conditional to the presentation of a detailed report giving the source and use of funds, presented to the Board in the year in which they were received and spent.
ARTICLE 9. SCIENTIFIC RESEARCH AND DEVELOPMENT COMMITTEE
9.1 The Board of Directors shall strike the scientific research and development committee.
9.2 The chairs of the specialized committees shall be members of this Committee.
9.3 The Committee may select honorary members.
9.4 The members shall elect or replace their chair at a meeting called for this purpose by the Corporation's Secretary. The vote shall be held in accordance with the rule of simple majority of members present.
9.5 The chair shall be elected for a renewable three-year term, subject to the limitations established in clause 6.5.
9.6 The chair shall assume the duties generally related to this office; and shall forward the minutes of all meetings of the Committee to the Board of Directors in the shortest possible time.
9.7 The Committee may adopt rules of operation and procedure that are consistent with those of the Corporation.
ARTICLE 9A. COMMITTEE DUTIES
9A.1 The Chairs of specialized committees, and the Chair of the scientific research and development committee, shall coordinate and promote the efforts of their respective committees.
9A.2 The rules applicable to the remuneration and termination of Directors, under these By-laws, extend to the Chairs of these committees.
ARTICLE 10. VOTING
10.1 A member may appoint at his/her proxy any other member to vote at any annual or special general meeting of members, provided that the person to whom the proxy is given and the person who gives the proxy are both members entitled to vote. The proxy shall be in writing.
10.2 The President shall not cast a vote except to break in tie vote.
10.3 At all meetings of members of the Corporation, every question shall be determined by a simple majority of the votes cast at the meeting unless otherwise specifically provided by the Canada Corporation Act or by these by-laws.
ARTICLE 11. FISCAL YEAR
11.1 The financial year of the Corporation shall be the calendar year unless otherwise determined by the Board of Directors.
ARTICLE 12. AUDITS
12.1 At each annual meeting, the members shall appoint an auditor to audit the accounts of the Corporation and submit a written report to the Members. The auditor shall hold office until the next annual meeting, provided that the Directors may fill any casual vacancy in the office of auditor. The remuneration of the auditor shall be fixed by the Board of Directors.
ARTICLE 13. SIGNATURE AND CERTIFICATION OF DOCUMENTS
13.1 The Directors shall have power from time to time by by-law 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. The seal of the Corporation when required may be affixed to contracts, documents and instruments in writing signed as aforesaid or by any officer or officers appointed by resolution of the Board of Directors.
ARTICLE 14. RULES AND REGULATIONS
14.1 The Board of Directors may prescribe such rules and regulations not inconsistent with these by- laws relating to the management and operation of the Corporation 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 confirmation at such annual meeting of the members shall at and from that time cease to have force and effect.
14.2 In these by-laws, the singular shall include the plural and the plural the singular; the masculine shall include the feminine.
14.3 The working languages of the Corporation shall be English and French Documents shall be valid in either language, but in case of conflict, the document of the language first used will take precedence over the translated document. If neither the English or French version is a translated document, the Board of Directors will decide which version is paramount.
14.4 The working language of the English-Speaking Committee shall be English and the working language of the French-Speaking Committee shall be French. Documents shall be valid in either language, but in case of conflict, the document in the working language of the Committee will prevail.
14.5 These by-laws have been written in English and translated into French.
ARTICLE 15. MODIFICATIONS TO THE BY-LAWS.
15.1 The By-laws may be cancelled or modified by resolution with the date of such ratification duly noted thereon, approved by a two-third majority of the Directors including a simple majority of the Directors of each committee, and ratified by a vote of two-thirds of the members present and gathered for the purpose of examining this said resolution; it is understood that the adoption, cancellation or modification of such a resolution will only come into effect when approved by the Department of Consumer and Corporate Affairs.
15.2 Each member shall receive a copy of the proposed modifications to the By-laws at least fourteen days prior to any General or Special Assembly gathered for this purpose.
The undersigned declare this document to be the By-laws of ICOMOS Canada.
The undersigned declare this document to be the By-laws of ICOMOS Canada.