In this by-law and all other by-laws of the Corporation, unless the context otherwise requires:
« Act » means the Canada Not-For-Profit Corporations Act S.C. 2009, c. 23 including the Regulations made pursuant to the Act, and any statute or regulations that may be substituted, as amended from time to time;
« articles » means the original or restated articles of incorporation or articles of amendment, amalgamation, continuance, reorganization, arrangement or revival of the Corporation;
« board » means the board of directors of the Corporation and « director » means a member of the board;
« by-law » means this by-law and any other by-law of the Corporation as amended and which are, from time to time, in force and effect;
« meeting of members » includes an annual meeting of members or a special meeting of members;
« special meeting of members » includes a meeting of any class or classes of members and a special meeting of all members entitled to vote at an annual meeting of members;
« ordinary resolution » means a resolution passed by a majority of not less than 50% plus 1 of the votes case on that resolution;
« proposal » means a proposal submitted by a member of the Corporation that meets the requirements of section 163 (Member Proposals) of the Act;
« Regulations » means the regulations made under the Act, as amended, restated or in effect from time to time;
« special resolution » means a resolution passed by a majority of not less than two-thirds (2/3) of the votes cast on that resolution.
2. Corporate Seal
The Corporation may have a corporate seal in the form approved from time to time by the board. If a corporate seal is approved by the board, the secretary of the Corporation shall be the custodian of the corporate seal.
3. Financial Year
The financial year end of the Corporation shall be December 31 in each year.
4. Borrowing Powers
The directors of the Corporation may, without authorization of the members,
borrow money on the credit of the corporation;
issue, reissue, sell, pledge or hypothecate debt obligations of the corporation;
give a guarantee on behalf and
mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the corporation, owned or subsequently acquired, to secure any debt obligation of the corporation.
5. Annual Financial Statements
The Corporation shall send to the members a copy of the annual financial statements and other documents referred to in subsection 172(1) (Annual Financial Statements) of the Act or a copy of a publication of the Corporation reproducing the information contained in the documents.
Instead of sending the documents, the Corporation may send a summary to each member along with a notice informing the member of the procedure for obtaining a copy of the documents themselves free of charge. The Corporation is not required to send the documents or a summary to a member who, in writing, declines to receive such documents.
6. Purpose – Mission Statement
As stated in the Articles of Incorporation, the CNSP-RCPS is a pan-Canadian network of professional/staff working in any aspect of research scientific platforms (i.e. technology resources, core facilities) at the technical, managerial or administrative level. The aim of the network is to represent diverse technologies and institution types from regions all across the country.
Mission Statement of the Corporation:
Raise awareness, promote utility of shared scientific platforms and affect how these resources are funded in Canada. Engaging with granting and governmental agencies, institutions, researchers and scientists, instrument manufacturers, industry service providers, industry scientific platform users and industry leaders or any other relevant stakeholders.
Educate research personnel working in scientific platforms by providing resources for leadership, administration and management of facility operations. Educate institutions on the importance of appropriate professional development for leaders of scientific platforms.
Encourage and support scientific platforms in their goal to advance research and improve their service to facility users by setting and promoting best operations & management practices. Promote sharing of these practices between institutions and network members.
Create opportunities for scientific platform leadership and staff to network, exchange ideas and move the field of shared resource management forward in an efficient manner.
Promote a cooperative culture in the research community where scientific platforms and the researchers who work in them are an integral part of the scientific community and the effective advancement of research at top institutions across the country.
Promote interactions with industry and raise awareness of industry access to academic scientific platforms. These interactions could include but are not limited to awareness of scientific platforms for industry usage, partnerships between industry and institutions to become developers and early adopters of new technologies and development of academic procedures, protocols, innovations and SOPs by industry leaders.
7. Membership Conditions
Any individual, corporation or institution interested in the objective of the Corporation may be a member. There will be no restriction based on place of birth, nationality, residence, sex, race or creed.
Subject to the articles, there shall be two classes of members in the Corporation, namely, Class A members and Class B members. The board of directors of the Corporation may, by resolution, approve the admission of the members of the Corporation. Members may also be admitted in such other manner as may be prescribed by the board by resolution.
The following conditions of membership shall apply:
Class A Members
Class A voting membership shall be available only to individuals who have applied and have been accepted for Class A voting membership in the Corporation.
The term of membership of a Class A voting member shall be annual, subject to renewal in accordance with the policies of the Corporation.
As set out in the articles, each Class A voting member is entitled to receive notice of, attend and vote at all meetings of members and each such Class A voting member shall be entitled to one (1) vote at such meetings.
Class B Members
Class B non-voting membership shall be available only to individuals who have applied and have been accepted for Class B non-voting membership in the Corporation. This includes Corporations and Institutions who express written permission to join the association and receive authorization by the executive board.
The term of membership of a Class B non-voting member shall be annual, subject to renewal in accordance with the policies of the Corporation.
Subject to the Act and articles, a Class B non-voting member shall not be entitled to vote at meetings of the members of the corporation.
Class B members are entitled to attend and participate to but are not entitled to vote at executive board meetings. Corporate participation to executive board meetings is limited to one member per corporation
Pursuant to subsection 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendments to this section of the by-laws if those amendments affect membership rights and/or conditions described in paragraphs 197(1)(e), (h), (l) or (m).
8. Membership Transferability
A membership may only be transferred to the Corporation. Pursuant to Section 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendment to add, change or delete this section of the by-laws.
9. Notice of Members Meeting
Notice of the time and place of a meeting of members shall be given to each member entitled to vote at the meeting by telephonic, electronic or other communication facility to each member entitled to vote at the meeting, during a period of 21 to 35 days before the day on which the meeting is to be held. If a member requests that the notice be given by non-electronic means, the notice will be sent by mail, courier or personal delivery.
Pursuant to subsection 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendment to the by-laws of the Corporation to change the manner of giving notice to members entitled to vote at a meeting of members.
10. Members Calling a Members’ Meeting
The board of directors shall call a special meeting of members in accordance with Section 167 of the Act, on written requisition of members carrying not less than 5% of the voting rights. If the directors do not call a meeting within twenty-one (21) days of receiving the requisition, any member who signed the requisition may call the meeting.
11. Absentee Voting at Members’ Meetings
Pursuant to section 171(1) (Absentee Voting) of the Act, a member entitled to vote at a meeting of members may vote by means of a telephonic, electronic or other communication facility if the Corporation has a system that:
enables the votes to be gathered in a manner that permits their subsequent verification, and
permits the tallied votes to be presented to the Corporation without it being possible for the Corporation to identify how each member voted.
Pursuant to subsection 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendment to the by-laws of the Corporation to change this method of voting by members not in attendance at a meeting of members.
12. Termination of Membership
A membership in the Corporation is terminated when:
the member dies or resigns;
the member is expelled or their membership is otherwise terminated in accordance with the articles or by-laws;
the member’s term of membership expires; or
the Corporation is liquidated and dissolved under the Act.
13. Effect of Termination of Membership
Subject to the articles, upon any termination of membership, the rights of the member, including any rights in the property of the Corporation, automatically cease to exist.
14. Proposals Nominating Directors at Annual Members’ Meetings
Subject to the Regulations under the Act, any Class A member may apply for the election of directors .The application is through a written request to the Board of Directors
15. Cost of Publishing Proposals for Annual Members’ Meetings
The member who submitted the proposal shall pay the cost of including the proposal and any statement in the notice of meeting at which the proposal is to be presented unless otherwise provided by ordinary resolution of the members present at the meeting.
16. Place of Members’ Meeting
Subject to compliance with section 159 (Place of Members’ Meetings) of the Act, meetings of the members may be held at any place within Canada determined by the board or, if all of the members entitled to vote at such meeting so agree, outside Canada.
17. Persons Entitled to be Present at Members’ Meetings
(Open to the public)
Members, non-members, directors and the public accountant of the Corporation are entitled to be present at a meeting of members. However, only those members entitled to vote at the members’ meeting according to the provisions of the Act, articles and by-laws are entitled to cast a vote at the meeting.
18. Quorum at Members’ Meetings
A quorum at any meeting of the members (unless a greater number of members are required to be present by the Act) shall be 10% of the members entitled to vote at the meeting. If a quorum is present at the opening of a meeting of members, the members present may proceed with the business of the meeting even if a quorum is not present throughout the meeting.
19. Votes to Govern at Members’ Meetings
At any meeting of members every question shall, unless otherwise provided by the articles or by-laws or by the Act, be determined by a majority of the votes cast on the questions. In case of an equality of votes either on a show of hands or on a ballot or on the results of electronic voting, the chair of the meeting in addition to an original vote shall have a second or casting vote.
20. Participation by Electronic Means at Members’ Meetings
If the Corporation chooses to make available a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during a meeting of members, any person entitled to attend such meeting may participate in the meeting by means of such telephonic, electronic or other communication facility in the manner provided by the Act. A person participating in a meeting by such means is deemed to be present at the meeting.
Notwithstanding any other provision of this by-law, any person participating in a meeting of members pursuant to this section who is entitled to vote at that meeting may vote, in accordance with the Act, by means of any telephonic, electronic or other communication facility that the Corporation has made available for that purpose.
21. Members’ Meeting Held Entirely by Electronic Means
If the directors or members of the Corporation call a meeting of members pursuant to the Act, those directors or members, as the case may be, may determine that the meeting shall be held, in accordance with the Act and the Regulations, entirely by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting.
22. Number of Directors
The board shall consist of the number of directors specified in the articles. If the articles provide for a minimum and maximum number of directors, the board shall be comprised of the fixed number of directors as determined from time to time by the members by ordinary resolution or, if the ordinary resolution empowers the directors to determine the number, by resolution of the board.
23. Term of Office of Directors
Executive members will be elected by the Members with a two-year (2) mandate to commence on January 1st of the year following their election. Category 1 executive members (President, Secretary, Western Canada Representative) will be elected in December of odd calendar years and category 2 executive members (Vice-President, Treasurer, Central Canada Representative, Eastern Canada Representative) will be elected in December of even calendar year.
24. Calling of Meetings of Board of Directors
Meetings of the board may be called by the chair of the board, the vice-chair of the board or any two (2) directors at any time; provided that for the first organization meeting following incorporation, such meeting may be called by any director or incorporator. If the Corporation has only one director, that director may call and constitute a meeting.
25. Notice of Meeting of Board of Directors
Notice of the time and place for the holding of a meeting of the board shall be given in the manner provided in the section on giving notice of meeting of directors of this by-law to every director of the Corporation not less than 2 days before the time when the meeting is to be held. Notice of a meeting shall not be necessary if all of the directors are present, and none objects to the holding of the meeting, or if those absent have waived notice of or have otherwise signified their consent to the holding of such meeting.
Notice of an adjourned meeting is not required if the time and place of the adjourned meeting is announced at the original meeting. Unless the by-law otherwise provides, no notice of meeting need specify the purpose or the business to be transacted at the meeting except that a notice of meeting of directors shall specify any matter referred to in subsection 138(2) (Limits on Authority) of the Act that is to be dealt with at the meeting.
26. Votes to Govern at Meetings of the Board of Directors
At all meetings of the board, every question shall be decided by a majority of the votes cast on the question. In case of an equality of votes, the chair of the meeting in addition to an original vote shall have a second or casting vote.
27. Committees of the Board of Directors
The board may from time to time appoint any committee or other advisory body, as it deems necessary or appropriate for such purposes and, subject to the Act, with such powers as the board shall see fit. Any such committee may formulate its own rules of procedure, subject to such regulations or directions as the board may from time to time make. Any committee member may be removed by resolution of the board of directors.
28. Appointment of Officers
The board may designate the offices of the Corporation, appoint officers on an annual or more frequent basis, specify their duties and, subject to the Act, delegate to such officers the power to manage the affairs of the Corporation.
A director may be appointed to any office of the Corporation. An officer may, but need not be, a director unless these by-laws otherwise provide. Two or more offices may be held by the same person.
29. Description of Offices
President: The president of the network is responsible for the organization, oversight, and direction of the association and the Executive Board. The president is responsible for the management of the Association’s funds, representative and privileged speaker for the association in dealings with other associations, members, funding agencies and corporate sponsors across Canada. The president must assure the integrity and high visibility of the network throughout Canada. The president will guide the direction of growth of the network. The president will be nominated as the chair of the executive board meetings.
Vice-President: Assists the president in their mandate and replaces the president, if necessary. The vice-president is nominated as the vice-chair of the executive board meetings.
Secretary: Responsible for preparing the agenda and setting times and dates for the Executive Board meetings. Records minutes at all network meetings including the Executive Board meetings. Maintains documentation for the network in an orderly fashion. Keeps material up to date. Produces and stores electronic back-ups of all network documentation.
Treasurer: Actively participates in the collection of funds. Assures proper management of funds, is responsible, along with the President, for the appropriate use of funds. Responsible for the finances associated with network activities. Files a tax report by June 1st of each year.
Western Canada Representative: (MB, SK, AB, BC, YT, NT). Is responsible for communication between the network and its geographical area. Communicates issues and ideas from the western Canadian network membership to the national network. Brings important information from the national network to the territory.
Central Canada Representative: (QC, ON). Is responsible for communication between the network and its geographical area. Communicates issues and ideas from the central Canadian network membership to the national network. Brings important information from the national network to the territory.
Eastern Canada Representative: (NL, NS, NB, PE, NUt). Is responsible for communication between the network and its geographical area. Communicates issues and ideas from the eastern Canadian network membership to the national network. Brings important information from the national network to the territory.
30. By-laws and Effective Date
Subject to the articles, the board of directors may, by resolution, make, amend or repeal any by-laws that regulate the activities or affairs of the Corporation. Any such by-law, amendment or repeal shall be effective from the date of the resolution of directors until the next meeting of members where it may be confirmed, rejected or amended by the members by ordinary resolution.
If the by-law, amendment or repeal is confirmed or confirmed as amended by the members it remains effective in the form in which it was confirmed. The by-law, amendment or repeal ceases to have effect if it is not submitted to the members at the next meeting of members or if it is rejected by the members at the meeting.
This section does not apply to a by-law that requires a special resolution of the members according to subsection 197(1) (fundamental change) of the Act because such by-law amendments or repeals are only effective when confirmed by members.