1. Definition
2. Interpretation
3. Corporate Seal
4. Financial Year
5. Borrowing Powers
6. Annual Financial Statements
7. Membership Conditions
8. Membership Transferability
9. Notice of Members Meeting
10. Members Calling a Members' Meeting
11. Absentee Voting at Members' Meetings
12. Membership Dues
13. Termination of Membership
14. Effect of Termination of Membership
15. Discipline of Members
16. Proposals Nominating Directors at Annual Members' Meetings
17. Cost of Publishing Proposals for Annual Members' Meetings
18. Place of Members' Meeting
19. Persons Entitled to be Present at Members' Meetings
20. Quorum at Members' Meetings
21. Votes to Govern at Members' Meetings
22. Participation by Electronic Means at Members' Meetings
23. Members' Meeting Held Entirely by Electronic Means
24. Number of Directors
26. Calling of Meetings of Board of Directors
27. Notice of Meeting of Board of Directors
28. Votes to Govern at Meetings of the Board of Directors
29. Committees of the Board of Directors
30. Appointment of Officers
31. Description of Offices
32. By-laws and Effective Date
- 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 (Shareholder Proposals) of the Act;
- "Regulations" means the regulations made under the Act, as amended, restated or in effect from time to time; and
- "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. Interpretation
- In the interpretation of this by-law, words in the singular include the plural and vice-versa, words in one gender include all genders, and "person" includes an individual, body corporate, partnership, trust and unincorporated organization.
- Other than as specified above, words and expressions defined in the Act have the same meanings when used in these by-laws.
3. Corporate Seal
- The seal of the corporation shall be in such a form as shall be prescribed by the Executive Council of the Corporation and shall have the words “CCIC: Canadian Cancer Immunotherapy Consortium – Consortium Canadian pour L’Immunothérapie du Cancer”
4. Financial Year
- The financial year end of the Corporation shall be December 31 in each year.
5. Borrowing Powers
- The Corporation will hold no Borrowing Powers.
6. Annual Financial Statements
- The Corporation will not send to members a copy of the annual financial statements unless a member requests to receive such documents.
7. Membership Conditions
- Membership in the Corporation shall be limited to persons interested in furthering the science of Cancer Immunology and whose application for admission has received the approval of an appointed member of the Executive Council.
- There shall be four classes of members: Full Members, Corporate Members, Honorary Members, and Trainees.
- a) Full Members shall be those persons who have an academic or clinical appointment at a University or Research Institute, and who are actively engaged in teaching or other forms of scholarship in the field of oncology, immunology or related sciences, and are by resolution of the Executive Council admitted as Full Members of the Corporation. Full members shall have the privilege of voting and service on the Executive Council.
- b) Corporate Members shall be those persons and other groups that have an interest in promoting the aims of CCIC and who are by resolution of the Executive Council admitted as Corporate Members of the Corporation. Such members have no voting privileges and cannot serve on the Executive Council.
- c) Honorary Members shall be those persons who have rendered distinguished service to oncology, immunology, immunotherapy or related sciences and who are by resolution of the Executive Council admitted as Honorary Members of the Corporation. Such members have no voting privileges and cannot serve on the Executive Council.
- d) Trainees shall be those persons who are postdoctoral fellows, graduate students or undergraduate students in oncology or immunology and who are by resolution of the Executive Council admitted as Trainees of the Corporation. Such members have no voting privileges and cannot serve on the Executive Council.
- 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).
- 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
- Membership in the Corporation is not transferable or assignable by the member. 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.
- 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 by written or electronic means.
- 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.
- 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
- Special meetings of the members may be called by a) the President; b) the Executive Council; or c) or a written request of not less than twenty (20) members. Upon delivery to the President of a written request pursuant to c) above, stating the purpose(s) of the requested meeting, dated and signed by the persons entitled to request such meeting, the President shall give notice of such meeting to the members of the Corporation.
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:
- a. enables the votes to be gathered in a manner that permits their subsequent verification, and
- b. 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. Membership Dues
- The dues for the Full, Corporate, and Trainee members shall be as determined by the Executive Council which will be discussed at regular intervals.
13. Termination of Membership
- Membership in any class shall cease upon a) death; b) written notice from a member of termination of his or her membership; c) failure to fulfill requirements of membership imposed by the Bylaws or otherwise by the Executive Council, including failure to pay membership dues, if any; d) ceasing to meet the eligibility requirements for such class of membership as set forth in the Bylaws or otherwise; or d) suspension or expulsion approved by the Executive Council.
14. 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.
15. Discipline of Members
- The board shall have authority to suspend or expel any member from the Corporation for any one or more of the following grounds:
- a. violating any provision of the articles, by-laws, or written policies of the Corporation;
- b. carrying out any conduct which may be detrimental to the Corporation as determined by the board in its sole discretion;
- c. for any other reason that the board in its sole and absolute discretion considers to be reasonable, having regard to the purpose of the Corporation.
- In the event that the board determines that a member should be expelled or suspended from membership in the Corporation, the President, or such other officer as may be designated by the board, shall provide notice of suspension or expulsion to the member and shall provide reasons for the proposed suspension or expulsion. The member may make written submissions to the president, or such other officer as may be designated by the board. In the event that no written submissions are received by the president, the president, or such other officer as may be designated by the board, may proceed to notify the member that the member is suspended or expelled from membership in the Corporation. If written submissions are received in accordance with this section, the board will consider such submissions in arriving at a final decision and shall notify the member concerning such final decision. The board's decision shall be final and binding on the member, without any further right of appeal.
16. Proposals Nominating Directors at Annual Members' Meetings
- Members shall nominate candidates for election of directors to the Executive Council by written petition and sent to the Vice-President by email. The Executive Council shall send a voting ballot by email to Full Members of the Corporation. The candidate receiving the largest number of votes for election shall be elected as member of Executive Council of the Corporation
17. Cost of Publishing Proposals for Annual Members' Meetings
- Proposals associated with annual members' meetings will not be published.
18. Place of Members' Meeting
- The annual meeting of the members of the Corporation shall be held at the annual meeting as designated by the Executive Council.
19. Persons Entitled to be Present at Members' Meetings
- The only persons entitled to be present at a meeting of members shall be those entitled to vote at the meeting, the directors and the public accountant of the Corporation and such other persons who are entitled or required under any provision of the Act, articles orby-laws of the Corporation to be present at the meeting. Any other person may be admitted only on the invitation of the chair of the meeting or by resolution of the members.
20. Quorum at Members' Meetings
- A quorum at any meeting of the members shall be 10 people of the members entitled to vote at the meeting, along with two (2) members of the Executive Council.
21. 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 on a show of hands, the chair of the meeting in addition to an original vote shall have a second or casting vote.
22. Participation by Electronic Means at Members' Meetings
- Participation at meetings of members may not be by telephonic, electronic or other communication facility.
23. Members' Meeting Held Entirely by Electronic Means
- Meetings of members may not be held entirely by telephonic, an electronic or other communication facility.
24. Number of Directors
- The property and business of the Corporation shall be managed by a minimum of four (4) directors. The Board of Directors may, on literature of the Corporation be designated as the “Executive Council”, and the directors may, on literature of the Corporation, be designated as “Councillors”.
- Directors shall be elected for terms of three (3) years.
26. Calling of Meetings of Board of Directors
- Meetings of the Executive Council may be called at any time by members of the Executive Council.
27. Notice of Meeting of Board of Directors
- Notice of the time and place for the holding of a meeting of the board shall be arranged by email at a mutually convenient time, and may be held by teleconference or in person.
28. 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.
29. 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.
30. 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.
31. Description of Offices
- The Executive Council shall include a minimum of 4, and a maximum of 8 individuals. The Executive Council shall include, but not limited to: a) President; b) Vice-President(s); c) Treasurer; d) Executive Officer(s). Duties may from time to time be redistributed and shared amongst members of the Executive Council:
- a) The President shall be the Chief Executive Officer of the Corporation. He/she shall preside at all meetings of the Corporation and of the Board of Directors. He/she shall have the general and active management of the business of the Corporation and shall see that all orders and resolutions of the Board are carried into effect.
- b) The Vice-President(s) shall, in the absence or disability of the President, perform the duties and exercise the powers of the President and shall perform such other duties (approve memberships) as shall from time to time be imposed upon him/her by the Board.
- c) The Treasurer shall have the custody of the Corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all monies and other valuable effects in the name and to the credit of the Corporation and in such depositories as may be designated by the Executive Council from time to time. He/she shall disburse the funds of the Corporation as may be ordered by the Executive Council, taking proper vouchers for such disbursements, and shall render to the President and directors at the regular meeting of the Executive Council, or whenever they may require it, an account of all his/her transactions as Treasurer and of the financial position of the Corporation. He/she shall also perform such other duties as may time to time be determined by the Executive Council.
- d) The Executive Officer(s) have a broad mission that is central to the activities of the Corporation. He/she shall assist in the planning of the annual members’ meeting, and facilitate and carry out initiatives designed to promote participation in meetings. He/she shall also perform such other duties as may time to time be determined by the Executive Council.
32. 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.