INTELLECTUAL PROPERTY INSTITUTE OF CANADA
CONSTITUTION AND BY-LAW NO. 1
Adopted on September 16, 2020
The Intellectual Property Institute of Canada / Institut de la propriété intellectuelle du Canada (formerly known as the Patent and Trademark Institute of Canada / Institut canadien des brevets et marques) was founded in 1926 by a group of Canadians professionally interested in intellectual property. It was incorporated under the laws of Canada by Letters Patent and Supplementary Letters Patent issued in 1935, 1957, 1979 and 1999, and was continued under the Canada Not-for-profit Corporations Act in 2013. Its purposes are:
(a) To represent the interests of Canadian intellectual property practitioners;
(b) To influence the development of intellectual property laws having potential effect in Canada, whether or not they have been enacted in Canada;
(c) To be the recognized and visible authority on Canadian intellectual property law and practice;
(d) To ensure high levels of knowledge, training and ethics in Canadian intellectual property practitioners;
(e) To increase the level of intellectual property business in the Canadian economy.
BY-LAW NO. 1
In this By-law and any other By-law of the Institute, 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;
“Annual General Meeting” means the annual meeting of Members, as set out in Section 12(a);
”Audit Committee” has the meaning set out in Section 10(f)(iii);
“Board” or “the Board” means the board of directors of the Institute;
“By-law” means this by-law and any other by-law of the Institute as amended and which are, from time to time, in force and effect;
“Director” means a director of the Institute on the Board of Directors;
”Governance Committee” has the meaning set out in Section 10(f)(i);
“Immediate Past President” means the role of an individual in the year following their term as President;
“Member” means a member of any class admitted as a member of the Institute in accordance with this By-law, and “Membership” has a corresponding meaning;
“Membership Year” means the calendar year;
“Officer” means a Director who occupies the office of President and Chair of the Board, Vice-President, Secretary or Treasurer;
“ordinary resolution” means a resolution passed by a simple majority of the votes cast on that resolution by Members entitled to vote thereon;
“Policy” or “Policies” has the meaning set out in Section 25;
“special resolution” means a resolution passed by a majority of not less than two-thirds (2/3) of the votes cast on that resolution by Members entitled to vote thereon.
(a) Classes of Membership
The Membership of the Institute shall be limited to individuals who are at least 18 years of age, who have a genuine interest in the objectives of the Institute, and who are otherwise qualified to be Members and are admitted to Membership by resolution of the Board in the appropriate class under the By-laws of the Institute. Membership shall be composed of the following classes of Members:
i. Members of Distinction
ii. Honorary Members
vi. Student Members
vii. Emeritus Members
and admission shall be by application except in the case of Members of Distinction and Honorary Members.
Applications for Membership shall be processed in accordance with Section 5 of this By-law.
Only Fellows and Associates shall be entitled to vote at any meeting of Members. Only Fellows may serve as Officers of the Institute, but Associates shall be entitled to serve as Directors on the Board, as provided in Section 1(e). Members other than Fellows and Associates shall be entitled to attend all meetings of Members, but shall not be entitled to vote, and shall not be entitled to serve as Officers or as Directors on the Board.
(b) Members of Distinction
An individual who will reflect honour and credit upon the Institute may be awarded the title of Member of Distinction if he or she is or has been a member of IPIC. Awarding such Membership shall require a resolution by the Board after consideration of nominations submitted by the Members of the Institute. Members of Distinction shall pay no entrance or other fee but in all other respects shall be subject to the By-laws and Regulations of the Institute. Members of Distinction who have at any time been Fellows shall be deemed for all purposes of the By-laws, except the payment of fees, to be Fellows.
(c) Honorary Members
An individual who will reflect honour and credit upon the Institute may be awarded the title of Honorary Member if he or she is not or has not been a member of IPIC.Awarding such Membership shall require a resolution by the Board after consideration of nominations submitted by the Members of the Institute. Honorary Members shall pay no entrance or other fee but in all other respects shall be subject to the By-laws and Policies of the Institute.
An applicant for admission as a Fellow shall:
i. be a resident of Canada;
ii. have been:
a) an Associate for at least seven years; or
b) eligible to have been an Associate for at least seven years, during which time the applicant was either an Associate or an Affiliate; and,
iii. as his or her principal occupation, have been engaged in Canada for at least seven years in one or a combination of:
a) practice as a patent agent, while being registered as such with the Canadian Patent Office and while being a resident of Canada;
b) practice as a trademark agent, while being registered as such with the Canadian Trademarks Office and while being a resident of Canada; or,
c) other practice in the fields of patent, trademark, industrial design or copyright law, as a barrister or solicitor or equivalent qualified in any province of Canada.
An applicant for admission as an Associate shall be a resident of Canada, and shall have been engaged in Canada for the period indicated below as his or her principal occupation, in one or a combination of:
i. patent practice for at least two years, eighteen months of which shall have been under the personal direction and supervision of a person registered to practice as a resident of Canada before the Canadian Patent Office, unless the applicant shall, at the time of application, be registered as a resident of Canada to practice before the Canadian Patent Office in which case no evidence of such personal supervision and direction shall be required;
ii. trademark practice for at least two years, eighteen months of which shall have been under the personal direction and supervision of a person registered as a resident of Canada to practice before the Canadian Trademarks Office, unless the applicant shall, at the time of application, be registered as a resident of Canada to practice before the Canadian Trademarks Office in which case no evidence of such personal supervision and direction shall be required;
iii. other practice for at least two years in the fields of patent, trademark, industrial design or copyright law, as a lawyer authorized to practice law by the law society of any province of Canada or the Chamber of Notaries in the Province of Quebec.
(f) Discretion as to paragraphs (d) and (e)
i. In the case of an application for admission as a Fellow or Associate, where the applicant, for a substantially longer period than that specified in respect of principal occupation in Section 1(d) or (e), has been prominent in patent, trademark, industrial design or copyright practice, the Board in its discretion may waive the application of the words "as his or her principal occupation" appearing in such paragraphs.
ii. In the case of an application for admission as a Fellow or Associate by a person who had previously been a Member of the same class but who before the coming into force of this By-law had been obliged to relinquish Membership in such class because of loss of the qualifications by virtue of which he or she had been admitted to such class, the Board in its discretion may accept the application notwithstanding the provisions of Sections 1(d) and (e).
An applicant for admission as an Affiliate shall establish to the satisfaction of the Board that he or she is interested in the purposes of the Institute.
(h) Emeritus Members
An applicant for admission as an Emeritus Member;
i. shall have been a Fellow or an Associate;
ii. shall have been a Member for at least twenty years;
iii. shall be fully retired from patent, trademark, industrial design and copyright practice; and
iv. shall satisfy the Board that he or she will utilize materials sent to him or her by the Institute for his or her own personal use only, as distinguished from professional or other use;
provided that if the applicant is substantially, although not fully, retired, the Board in its discretion may accept the application of such person as an Emeritus Member and waive the requirements of Sections 1(h)(iii) and (iv).
(i) Transitional Provision
Any application for admission or transfer pending at the time of coming into force of this By-law may be accepted under the provisions of either this By-law or the By-law in force at the time of application, whichever is more favourable to the applicant.
(j) Student Members
An applicant for admission as a Student Member shall be a resident of Canada, and shall
i. establish to the satisfaction of the Board that he or she is interested in the purposes of the Institute; and
ii. (A) be enrolled as a full-time student in a university or college in any one of the provinces or territories of Canada; or
(B) be a student-at-law in good standing with the regulations of the Bar of any province or territory of Canada or with the regulations of the Chamber of Notaries of the Province of Québec.
An applicant for admission as an Academic shall be a resident of Canada, and shall
i. establish to the satisfaction of the Board that he or she is interested in the purposes of the Institute; and
ii. be engaged full-time as a member of a faculty of a university or a college in any one of the provinces or territories of Canada.
2. USE OF TITLES
An Affiliate shall not designate himself or herself as a Member of the Institute on any letterhead or in any professional notice. If any other Member shall have occasion to designate himself or herself as a Member of the Institute on any letterhead or in any professional notice, he or she shall state the class of Membership he or she holds and may do so by the use of an abbreviated title as follows:
|Member of Distinction||Dist. I.P.I.C.|
|Honorary Member||Hon. I.P.I.C.|
3. EFFECT OF CHANGE IN QUALIFICATIONS
A Member's loss of the qualifications by virtue of which he or she was admitted to a class of Membership shall not in itself result in his or her loss of Membership in that class.
4. STATUS OF MEMBERS UNDER AMENDED BY-LAW
Every Member at the date on which this By-law comes into force, shall, except as is otherwise provided herein, remain a Member under this By-law in the class of Membership of the same name.
5. ADMISSION AND TRANSFER OF MEMBERS
(a) An application for admission or for transfer between the classes of Membership, shall be presented to the Secretary for consideration by the Board and shall set forth, over the applicant's signature, such details as shall be necessary to establish to the satisfaction of the Board that applicant meets the requirements of the class of Membership applied for, and shall include the applicant's undertaking to adhere to the By-laws and Code of Ethics of the Institute as amended from time to time, if admitted. Any other information required to assist the Board in determining the applicant's eligibility shall be furnished by the applicant on the Secretary's request. An applicant for transfer to Membership as a Fellow shall give as references the names of at least two Fellows. No references shall be required in the case of an application for admission to classes of Membership other than Fellow.
(b) Notwithstanding the provisions of Section 3, a Member admitted as a Student or Academic shall be required to confirm annually to the Institute that the Member continues to qualify for the relevant class of Membership, as set forth in Section 1, failing which the Member shall be automatically transferred to Affiliate Membership, and shall be required thereafter to pay the annual fee imposed on Affiliate Members.
6. APPROVAL OF APPLICATIONS
An application for Membership or for transfer from one class of Membership to another becomes effective once all conditions specified in the Institute’s By-laws have been met and such application has been approved by the Board.
(a) Each Member (other than a Member of Distinction or Honorary Member) shall pay such entrance fee and such annual fee as shall be prescribed for his or her class of Membership by a resolution of the voting members at the Annual General Meeting, which resolution shall be carried by ordinary resolution. The annual fee shall become due on January 1st of each year.
(b) An applicant for admission to Membership shall remit with his or her application the entrance fee and the annual fee for the current year, the amount of such fees being refundable to the applicant in the event that he or she is not admitted to Membership. The annual fee for the year of application may be pro-rated according to a schedule established by the Board and the date of application.
(c) An applicant for transfer from his or her class of Membership to a class having a higher entrance fee shall remit with his or her application a transfer fee equivalent to the sum of:
i. the difference between the entrance fees for the two classes, and
ii. the difference between the annual fees for the two classes. Whenever an applicant for transfer is submitted after October 1st in any year no increase in annual fee for that year shall be required of the applicant and such portion of the fee submitted with the application as represents the difference between the annual fees for the two classes of Membership shall be refunded to the applicant, or alternatively, shall be credited to the following year.
iii. notwithstanding Sections 7(c)(i) and (ii), Associates transferring to a Fellow class of Membership shall not be required to remit a transfer fee for the current Membership Year, but instead will begin paying the Fellow Membership fee in the next Membership Year.
(d) If a Member is in default of payment of Membership fees at March 1st of any year the Secretary shall send a notice of such default to such Member, and if the Member remains in default two months after the mailing of such notice Membership shall be considered to have terminated forthwith. Notice of such termination shall be sent by the Secretary to the Member. On request and on payment of the fees in arrears, together with such reinstatement fee as the Board may prescribe, the Member shall be reinstated, provided such request and fees are received by the Board no later than the end of the calendar year in which the termination occurred. After the end of that calendar year, a new application shall be required for re-admission of the Member.
(e) The Board, in its discretion, may reduce or waive the fees of a Member in any category for a period of time defined by the Board, if the Board deems that the Member’s ability to pay the fees is negatively affected, due to illness, loss of employment, parental leave, or such other reasons that the Board deems appropriate for such reduction or waiver.
8. WITHDRAWAL OF MEMBERS
Any Member may retire from the Institute at any time by written notice to that effect delivered to the Secretary, but such retirement shall not relieve the Member from any obligation to pay any outstanding fee. A retiring Member shall not be entitled to any refund of fees.
The Secretary shall have the custody of the corporate seal, if any, of the Institute and may certify under seal any documents issued by the Institute.
10. BOARD OF DIRECTORS
The Officers of the Institute shall be Fellows of the Institute and shall comprise a President and Chair of the Board, a Vice-President, a Secretary, and a Treasurer. Only Fellows shall be entitled to be nominated, elected and continue to serve as Officers of the Institute.
(b) Composition of the Board
The Board of the Institute shall consist of the Officers set out in Section 10(a) and not less than three and not more than six other Directors as may be prescribed by ordinary resolution of the Members, provided that in the absence of any such resolution the number of non-officer Directors shall be five. Only Fellows or Associates may hold the position of Director on the Board.
(c) Duty of the Board
It shall be the duty of the Board to carry on the work of the Institute according to the articles, By-laws, Code of Ethics, and Policies of the Institute.
(d) Elections and Vacancies
Officers and Directors shall be elected at the Annual General Meeting to hold office from the close of such Meeting until the close of the succeeding Annual General Meeting at which their successors are elected. In the case of a vacancy occurring on the Board, the Board shall fill such vacancy by resolution, taking into account the Fellows or Associates who are recommended by the Governance Committee as candidates to fill such vacancy.
(e) Maximum Term of Office for Non-Officer Directors
Non-Officer Directors may serve for a maximum of two consecutive one year terms, excluding any partial years arising from an appointment to fill a vacancy on the Board, or in the case of Immediate Past President. After two consecutive one year terms a minimum absence from the Board of one year is required before an individual may serve as an Officer.
(f) Committees of the Board
(i) Governance Committee
The Board shall establish, from among the Directors, a Governance Committee to review and monitor the governance of the Institute, including but not limited to, recommending the appointment of Directors to the Nominating Committee, nominating candidates to fill vacancies on the Board, reviewing conflicts of interest and suggesting revisions to the By-laws of the Institute.
(ii) Nominating Committee
At least two months prior to the Annual General Meeting, the Board shall appoint a Nominating Committee for the purpose of identifying candidates to be considered as Officers and Directors at the next Annual General Meeting. The report of the Nominating Committee shall be included in the notice of the Annual General Meeting.
(iii) Audit Committee
The Board shall establish, from among the Directors, an Audit Committee to be comprised of the President and Chair, the Treasurer and one other Director. The Audit Committee shall review and report to the Board on the financial affairs of the Institute and shall annually nominate an auditor to be considered by the Board and approved by the Members at the Annual General Meeting.
(g) Other Nominations of Candidates for the Board
Nominations by the Nominating Committee shall not preclude nominations of candidates for the Board by motion at the Annual General Meeting, but written notice of any such motion shall be filed with the Secretary at least twenty-eight (28) days before the Annual General Meeting.
(h) Cessation of Office
The office of a Director shall automatically be vacated if:
(i) the Director becomes bankrupt;
(ii) the Director is found by a court of competent jurisdiction to be incapable;
(iii) the Director dies;
(iv) the Director resigns by notice in writing to the Institute;
(v) in the case of an Officer, the Officer ceases to be a Fellow;
(vi) in the case of non-Officer Directors, the Director ceases to be a Fellow or an Associate; or
(vii) the Members, by ordinary resolution, remove such Director from office with or without cause.
11. BOARD MEETINGS
(a) Calling Meetings
Meetings of the Board shall be called by the President and Chair of the Board or on the written request of three members of the Board.
A majority of Directors shall constitute a quorum for any meeting of the Board.
(c) Votes to Govern
At any meeting of the Board every question shall be determined by a majority of the votes cast on the question. The chair of the meeting shall not have a second or casting vote in addition to his or her original vote as a Director.
(d) Participation by Electronic or Telephonic Means
A Director may participate in a meeting of the Board or of a committee of the Board using telephonic or electronic means that permit all participants to communicate adequately with each other during the meeting. A Director participating in the meeting by such means shall be deemed for the purposes of the Act to have been present at that meeting.
Notice of the time and place for the holding of a meeting of the Board shall be given to every Director not less than 48 hours 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 a 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-laws otherwise provide, no notice of meeting need specify the purpose or the business to be transacted at the meeting except that a notice of meeting of the Board 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.
12. MEETINGS OF MEMBERS
(a) The Annual General Meeting shall be held at such time on such day or days in each year as the Board shall determine.
(b) Meetings of the Members, including the Annual General Meeting, may be held as determined by the Board at any place within Canada.
(c) If the Institute makes 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 pursuant to this Section 12 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 Institute has made available for that purpose.
(d) If the Directors or Members call a meeting 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, entirely by means of a telephonic, electronic or other communications facility that permits all participants to communicate adequately with each other during the meeting.
(e) A special meeting of Members shall be held at the call of the Board or on the written request of ten voting Members (or 5% of the voting Members, if there are fewer than 200 voting Members) at such time, on such day or days and at such place as the Board shall determine. In this By-Law the expression "special meeting" shall include a special meeting of a particular class or particular classes of membership.
(f) Notice of every Annual General Meeting or special general meeting, stating the day, hour and place of the meeting and the general nature of the business to be transacted at such meeting (including any resolutions which fall within the jurisdiction of the voting Members and which had been initiated by the Board or by voting members for consideration at such meeting), shall be given no less than 21 days and no more than 35 days in advance by telephonic, electronic or other communication facility and
i. in the case of an Annual General Meeting, be sent to every Member, every Director, and the auditor; and
ii. in the case of a special meeting, be sent to at least every Member entitled to vote thereat, every Director, and the auditor.
13. ERRORS AND OMISSIONS
The accidental omission to give any notice to any Member, Director, Officer or auditor, or the non-receipt of any notice by any such person where the Institute has provided notice in accordance with the By-laws or any error in any notice not affecting its substance shall not invalidate any action taken at any meeting to which the notice pertained or otherwise founded on such notice.
The participation of at least fifty (50) Members entitled to vote, shall constitute a quorum at any meeting of Members for the transaction of any business.
15. ENTITLEMENT TO VOTE
Only Fellows and Associates, not under suspension, shall have voting rights at any meeting of Members where a Membership vote is required.
Any motion which falls within the authority of the voting Members under the Act, the articles or the By-laws may be voted on at a meeting of Members or by a mailed ballot conducted by the Board. Except as otherwise provided in the Act or the articles, a resolution shall, in the case of a meeting of Members, be carried by ordinary resolution. At a meeting of Members a vote shall be taken by a show of hands, without regard to any proxy, unless a demand for a poll is made by a person entitled to vote.
At any meeting of Members, a voting Member may vote by proxy. All proxies will be in compliance with requirements in the Canada Not-for-profit Corporations Act. .
18. ANNUAL FINANCIAL STATEMENTS
The Institute may, instead of sending copies of the annual financial statements and other documents referred to in subsection 172(1) (Annual Financial Statements) of the Act to the Members, publish a notice to its Members stating that the annual financial statements and documents to be provided as set out in subsection 172(1) of the Act are available on the website of the Institute. Any Member may, on request, obtain a copy of such documents free of charge at the Institute’s office or by mail.
19. PRESIDENT AND CHAIR OF THE BOARD
It shall be the duty of the President and Chair of the Board to preside at all meetings of the Board and all meetings of Members, and to have general supervision over the affairs of the Institute. Upon being delegated by or in the absence of the President, the Vice-President shall perform the duties of the President and Chair of the Board, and in the absence of both the President and Chair of the Board and the Vice-President, a Director designated by the Board shall perform the duties of the President and Chair of the Board.
The Secretary shall be responsible for giving notices; keeping the corporate seal, if any; keeping records of all meetings of the Board; signing of minutes; and such other duties as may from time to time be assigned by resolution of the Board. The duties of the Secretary may be delegated by the Board to the Chief Executive Officer.
The Treasurer shall receive all moneys due to the Institute and shall pay such sums as may be directed by the Board. The Treasurer shall keep an account of all receipts and expenditures and shall produce the accounts at any meetings of the Board if so required by the Board. The accounts shall be audited annually. The duties of the Treasurer may be delegated by the Board to the Chief Executive Officer.
22. CHIEF EXECUTIVE OFFICER
A Chief Executive Officer may be engaged on such terms as the Board may decide and need not necessarily be a Member of the Institute. The Chief Executive Officer shall be the executive officer of the Institute under the direction of the President and Chair of the Board, and the Board.
The Chief Executive Officer shall be accountable to the Board for the proper and legal conduct of the day to day business of the Institute according to the policies from time to time established by the Board. The Chief Executive Officer shall be responsible for the organization of the work of the Institute and for the engagement, supervision, direction and discharge of all employed personnel in accordance with the personnel policies from time to time established by the Board. The Chief Executive Officer shall carry out such duties, including any of those set forth in Sections 20 and 21, as the Board shall direct.
Upon resolution passed at each Annual General Meeting, the Members shall appoint an auditor, who shall be a Chartered Professional Accountant (or a firm of Chartered Professional Accountants) to audit the accounts of the Institute and to serve until the next Annual General Meeting. The Treasurer shall present at each Annual General Meeting the annual financial statements prepared by such auditor including a balance sheet, statement of comprehensive income (or statement of retained earnings), statement of changes in equity (or income statement) and a statement of cash flows (or statement of changes in financial position) and the auditor’s report thereon.
24. FISCAL YEAR
The fiscal year shall end on the 30th day of April of each year.
(a) Subject to section 7(a) relating to Membership fees, the Board may, by resolution, make, repeal or amend such Policies not inconsistent with the By-laws of the Institute as may be deemed necessary or expedient, including a Code of Ethics (which may prescribe acts and omissions which are deemed to be breaches of the Code of Ethics and provide for the disciplining by admonishment, reprimand, suspension or expulsion of Members who commit such acts or omissions).
(b) All Policies in force at the time this By-law comes into effect shall continue in force until amended, or repealed pursuant to this By-law.
(c) No Policy relating to a Code of Ethics shall take effect until approved by a resolution of the voting Members at the next occurring meeting of Members.
(d) Provided that the approval required by paragraph (c) of this section has been obtained whenever applicable, all Policies and the repeal and amendment thereof shall take effect at such time as the Board may stipulate allowing a reasonable period of notice to the Members, if the Board deems it necessary.
(e) Any Policy or any amendment thereof may be repealed and any repeal of a Policy or any amendment thereof may be rescinded by resolution at a meeting of the Board. Such Policy or amendment shall be approved by resolution of the Board
26. DISCIPLINE OF MEMBERS AND RIGHT TO APPEAL
The Board may, in its sole discretion, reprimand, suspend, or expel any member of the Institute on any one or more of the following grounds:
1. Violating any provision of the articles, by-laws, or written policies of the Institute;
2. Conduct which is determined to be detrimental to the Institute or the profession;
3. Any other reason that the Board considers appropriate, having regard to the purpose of the Institute.
If the Board determines that a Member should be reprimanded, suspended, or expelled, the President and Chair of the Board, or such other Officer as may be designated by the Board, shall provide 30 days written notice of the Board’s determination to reprimand, suspend or expel the Member, together with reasons for such disciplinary action (“Notice”). The Member shall have the right of appeal to a meeting of Members of the Institute by filing a notice of appeal with the Secretary of the Institute within the 30 day period following the date of the Notice (“Appeal Filing”). The notice of appeal shall set out the Member’s specific grounds of appeal. The appeal shall be heard and determined at the next meeting of Members of the Institute occurring not less than 30 days subsequent to the date of the Appeal Filing (“Meeting”). The disciplinary action determined by the Board may be overruled only by a majority vote of the voting Members present and voting at the Meeting.
27. AMENDMENT OF BY-LAWS
Pursuant to subsection 197(1) (Fundamental Change) of the Act, a special resolution of the Members is required to make any amendments to Sections 1, 3, 4, 5, 7(a), 12(f), 17, and this Section 27 of this By-law, if those amendments affect Membership rights and/or conditions described in paragraphs 197(1)(e), (h), (l) or (m) of the Act.
Subject to the preceding paragraph, the Board may from time to time enact new By-laws and repeal, amend or re-enact the By-laws of the Institute, and such enactment, repeal, amendment or re-enactment shall take effect immediately until the next meeting of members where it may be confirmed, rejected, or amended by the Members by ordinary resolution. If the By-law, repeal, amendment, or re-enactment is confirmed or confirmed as amended by the Members, it remains in effect in the form in which it was confirmed. The By-law, repeal, amendment, or re-enactment 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.
Upon the enactment of this By-law, all previous By-laws of the Institute shall be repealed. Such repeal shall not affect the previous operation of any By-law or affect the validity of any act done or right or privilege, obligation, or liability acquired or incurred under, or the validity of any contract or agreement made pursuant to, or the validity of any Letters Patent of the Institute obtained pursuant to, any such By-law prior to its repeal. All directors, officers, and person acting under any By-law so repealed shall continue to act as if appointed under the provisions of this By-law and all resolutions of the Members and of the Board with continuing effect passed under any repealed By-law shall continue as good and valid except to the extent inconsistent with this By-law and until amended or repealed.
A report of the proceedings of the Annual General Meeting, and such reports of other activities of the Institute as the Board may decide, shall be made available to the Members in printed or electronic form. Any other report of activities of the Institute which deals with Institute business, such as unpublished committee reports to the Board, proceedings of the Board meetings, or the like, which the Board decides to make available to certain Members, shall be deemed to be a private and confidential communication to the Member or Members receiving it and shall not be disclosed to other Members or non-Members without the written permission of the Secretary.
29. OFFICIAL LANGUAGES
English and French are the official languages of the Institute. Either may be used by any Member in the deliberations and correspondence of the Institute; and simultaneous translation may be provided at all meetings of the Institute, and both of those languages may be used in the publications of the Institute when, in the opinion of the Board, such provision and use appear to justify the necessary expense.
30. INDEMNITY/LIMITATION OF LIABILITY
(a) Subject to the Act, the Institute grants indemnification to Personnel for Losses resulting from Wrongful Acts. In this section:
(i) “Personnel” means: Directors and Officers, volunteers and employees of the Institute and any individual who acts, or has acted, at the Institute’s request ,as a director or an officer;
(ii) “Losses” means; (A) compensatory damages of a third party paid to settle an action or satisfy a judgment, (B) civil fines and penalties; and (C) amounts for which Personnel are alleged, or found, to be liable as a result of Wrongful Acts, as well as reasonable costs and expenses incurred in the investigation and defense of any claim or legal proceeding against Personnel alleging Wrongful Acts, provided the Personnel co-operates fully in such investigation and defense; and
(iii) “Wrongful Acts” means: any alleged or actual act, error or omission by Personnel, acting honestly and in good faith with a view to the best interests of the Institute and in his or her capacity as a Director, Officer, volunteer, or employee of the Institute, which results in Losses.
(b) Nothing in this By-law shall limit:
(i) the right of the Institute to obtain and maintain insurance coverage for Losses, including insurance providing for coverage for additional losses and wrongful acts;
(ii) the right of any person entitled to indemnity to claim indemnity apart from the provisions of this By-law.
Limitation of Liability
(c) Every Director and Officer of the Institute shall, in the exercise of the powers and the discharge of the duties of his or her office:
(i) act honestly and in good faith with a view to the best interests of the Institute; and
(ii) exercise the care, diligence and skill of a reasonably prudent person in comparable circumstances.
(d) Subject to the foregoing, no Personnel shall be liable for:
(i) acts, errors or omissions of any other Personnel or any contractors or consultants of the Institute;
(ii) joining in any act for conformity; or
(iii) any loss, damage or expense suffered or incurred by the Institute or its members through: (A) the insufficiency or deficiency of title to any property acquired by the Institute or for, or on behalf of, the Institute; (B) the insufficiency or deficiency of any security in or upon which any of the monies of the Institute shall be invested; (C) the bankruptcy, insolvency or tortious act of any person with whom any of the monies, securities or effects of the Institute shall be deposited; or (D) an error of judgment made by such Personnel in the exercise of the powers or the discharge of the duties of his or her office.
(e) Nothing in this By-law shall relieve any Director or Officer from the duty to act in accordance with the Act or from liability for any breach thereof.
31. DISPUTE RESOLUTION
If a dispute or controversy among Members, Directors, Officers or committee members of the Institute arising out of or related to the articles or By-laws, or out of any aspect of the activities or affairs of the Institute is not resolved in private meetings between the parties, then such dispute or controversy shall be settled by a process of dispute resolution as follows to the exclusion of such persons instituting a lawsuit or legal action:
(a) the dispute shall be settled by arbitration before a single arbitrator, in accordance with the Arbitration Act, 1991 (Ontario) with the seat of the arbitration to be Ottawa, ON, Canada. The arbitration proceedings will take place in Ottawa, ON, Canada, or as otherwise agreed upon by the parties to the dispute. All proceedings relating to arbitration shall be kept confidential, and there shall be no disclosure of any kind. The decision of the arbitrator shall be final and binding and shall not be subject to appeal on a question of fact, law or mixed fact and law; and
(b) all costs of the arbitrator shall be borne by such parties as may be determined by the arbitrator.