The mission of the Canadian Identification Society is to provide a venue which brings together persons in the forensic professions, encourages research in their respective fields and provides a means of distributing their findings.
Rules of Professional Conduct
BY-LAW NUMBER ONE
A By-law relating to the organization of and the transaction of the affairs of the Canadian Identification Society.
CONTENTS OF ARTICLES
- Transaction of the Affairs of the Corporation
- Protection of Directors and Officers
- Meetings of Members
Be it Enacted as a By-law of the Corporation as follows:
Article I. INTERPRETATIONS
1.01 Definitions in this By-law and all other By-laws of the Corporation, unless the context otherwise requires:
"ACT" means the Canada Corporations Act and any statute or regulations that may be substituted, as amended from time to time;
"BOARD" means the Board of Directors of the Corporation and director means a member of the board;
"CORPORATION" means the corporation without share capital incorporated under the Act by letters patent dated and named Canadian Identification Society, December 16, 1977;
"LETTERS PATENT" means the letters patent incorporating the Corporation as from time to time amended and supplemented by supplementary letters patent;
"MEETING OF MEMBERS" includes a biennial general meeting of members and 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 a general meeting of members.
Article II. TRANSACTION OF THE AFFAIRS OF THE CORPORATION
2.01 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 organizations.
2.02 Head Office - The place within Canada where the head office of the Corporation is to be situated.
2.03 Seal - The seal of the Corporation shall be in the form impressed hereon.
2.04 Financial Year - Until otherwise ordered by the Board, the financial year of the Corporation shall end on the last day of June in each year.
2.05 Execution of Instruments - Deeds, transfers, assignments, contracts, obligations, certificates and other instruments may be signed on behalf of the Corporation by any two (2) persons who are the president or a vice-president or a director and by the administrative officer or the treasurer or an assistant administrative officer or an assistant treasurer or another director. In addition, the Board may from time to time direct the manner in which and the person or persons by who any particular instrument or class of instruments may or shall be signed. Any person authorized to sign an instrument on behalf of the Corporation may affix the corporate seal thereto.
2.06 Banking Arrangements - The banking business of the Corporation shall be transacted with such banks, trust companies or other firms or corporations as may from time to time be designated by or under the authority of the Board. Such banking business or any part thereof shall be transacted under such agreements, instructions and designations of the powers as the Board may from time to time prescribe or authorize.
Article III. DIRECTORS
3.01 Number of Directors and Quorum -The affairs of the Corporation shall be managed by its Board of Directors. The number of directors shall not be less than twelve (12) and not more than nineteen (19). The Directors shall be member representatives of the following: Ten (10) from the Provinces; One (1) from the Combined Territories; The President; The Past President; Three (3) Vice Presidents; Three (3) Directors at Large. The Directors from the Provinces and Combined Territories shall reside in the area they represent. A majority of the current number of directors shall constitute a quorum for meetings of the Board of Directors. The Board of Directors shall from time to time prescribe by resolution the number of Directors.
3.02 Qualification - No person shall be qualified as a Director unless they are a member and twenty-one (21) or more years of age; provided that if a person who is not a member is elected a director they may so qualify by becoming a member within ten (10) days after the date of their election. A member shall not be elected to more than one office during any one year.
3.03 Election and Term - Not more than eleven (11) directors may be elected at each biennial general meeting of members to hold office until the next general meeting, but if a new board is not elected thereat, the directors then in office shall continue in office until their successors are duly elected, or as a result of unforeseen circumstances, are unable to continue. Retiring Directors shall be eligible for re-election. The election may be by show of hands or by resolution of the members unless a ballot be demanded by any member.
3.04 Vacation of Office - The office of a director shall be vacated upon the occurrence of any of the following events: (a) if a receiving order is made against them or if they make an assignment under the Bankruptcy Act; (b) if an order is made declaring them to be a mentally incompetent person or incapable of managing their affairs; (c) on death; or (d) if by notice in writing to the secretary of the Corporation they resign their office.
3.05 Removal of Directors - The Board may, by resolution passed by at least two-thirds (2/3) of the votes cast thereon at a special meeting of directors called for the purpose, remove any director before the expiration of their term of office and may, by majority vote, elect any person in their stead for the remainder of the term.
3.06 Vacancies - Vacancies on the Board may be filled for the remainder of the directors' term of office either by the members at a special meeting of members called for the purpose, or by the Board on an interim basis until the next meeting of members, if the remaining directors constitute a quorum.
3.07 Calling of Meetings - Meetings of the Board shall be held from time to time at the call of the Board or the President or any two (2) directors. Notice of the time and place of every meeting so called shall be given to each director not less than forty-eight (48) hours (excluding Saturdays, Sundays and Bank Holidays) before the time when the meeting is to be held, save that no notice of a meeting shall be necessary if all the directors are present or if those absent waive notice of or otherwise signify their consent to such meeting being held.
3.08 First Meeting of New Board - Provided a quorum of directors is present, each newly elected Board shall with notice hold its first meeting as soon as practicable following the meeting of members at which such Board is elected.
3.09 Regular Meetings - The Board may appoint a day or days in any month or months for regular meetings at a place and hour to be named. A copy of any resolution of the Board fixing the place and time of regular meetings of the Board shall be sent to each director forthwith after being passed, but no other notice shall be required for any such regular meeting.
3.10 Place of Meeting - Meetings of the Board shall be held at a place agreed upon by the board. Meetings may be held entirely by means of a telephonic, an electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting.
3.11 Chairperson - The President or, in their absence, a Vice-President who is a director shall be chairperson of any meeting of directors; and, if no such officer is present, the directors present shall choose one (1) of their number to be chairperson.
3.12 Electronic Voting - Voting may be partially or entirely by means of a telephonic, an electronic or other communication facility that the corporation makes available
3.13 Votes to Govern - At all meetings of the Board, every question shall be decided by a majority of the votes cast on the question; and in the case of an equality of votes, the chairperson of the meeting shall not be entitled to a second or casting vote.
3.14 Interest of Directors in Contracts - No Director shall be disqualified by their office from contracting with the Corporation nor shall any contract or arrangement entered into by or on behalf of the Corporation with any director or in which any director is in any way interested be liable to be avoided nor, subject to the provisions of the Act, shall and director so contracting or being so interested be liable to account to the Corporation or any of its members for any profit realized by any such contract or arrangements by reason of such director holding that office or the fiduciary relationship thereby established.
3.15 Declaration of Interest - It shall be the duty of every director of the Corporation who is in any way, whether directly or indirectly, interested in a contract or arrangement or proposed contract or proposed arrangement with the Corporation, to declare such interest to the extent, in the manner and at the time required by the Act and to refrain from voting in respect of the contract or arrangement or proposed contract or proposed arrangement if and when prohibited by the Act.
3.16 Remuneration - The directors shall receive no compensation, either directly or indirectly, for acting as such and shall not receive, either directly or indirectly, any profit from their office. The directors shall be paid their travelling and other out of pocket expenses properly incurred by them in attending special meetings called by the Board.
3.17 Committees - The Board may from time to time appoint such committee or committees, as it deems necessary or appropriate for such purposes and with such powers as it 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. The standard committees shall be:
Nominating Committee, consisting of three appointed by the President. The committee shall receive the names of candidates recommended for nomination to office and make their recommendations known to the members at the biennial general meeting. This shall not preclude the nomination of an eligible member from the floor of the meeting.
Finance Committee, chaired by the First Vice-President, assisted by the Second Vice-President, shall monitor the fiscal operation of the Corporation.
Awards Committee, chaired by the Second Vice-President, shall receive names and make award recommendations to the Board of Directors.
Membership Committee, chaired by a member appointed by the President, shall actively promote membership and recommend policy relating to the building and maintenance of membership to the Board of Directors.
Conference Committee, consisting of four members including the chairperson or designated member from the current year, previous year, and two future conference organizing committees, chaired by a member appointed by the President, shall provide assistance and recommendations on conference organization and planning to the conference organizing committees.
Resolution and Policy Committee, chaired by a member appointed by the President shall receive and review resolutions, prepare recommendations of declarations of the Corporation policy for consideration at the biennial general meeting; insure proposed declarations conform to eligibility tests of Corporation By-Laws, and insure the text of the declaration recommended for adoption are sent to members to study in advance of the biennial general meeting.
Article IV OFFICERS
4.01 Election of Officers - Members in attendance at the annual Meeting shall elect a president and three (3) vice-presidents who shall be directors.
4.02 Appointment of other Officers - From time to time the Board shall appoint an administrative officer, a treasurer and such other officers as the Board may determine. The officers so appointed may, but need not be directors and one (1) person may hold more than one (1) office, save that the President may not hold the office of administrative officer.
4.03 Terms of Employment and Remuneration - The terms of employment and remuneration of officers appointed by the Board shall be settled by it from time to time. The Board may remove, at its discretion, any officer of the Corporation. Otherwise, each officer appointed by the Board shall hold office until their successor is appointed; save that the term of office of any officer who is a director shall expire if and when they cease to be a director. The Administrative Officer shall be paid an annual stipend of two thousand dollars ($2,000.00) and refunded for all related expenses incurred. The Editor of Identification Canada shall be paid an annual stipend of two thousand dollars ($2,000.00), [five hundred ($500.00) per issue] and refunded for all related expenses incurred. The Treasurer shall be paid an annual stipend of two thousand dollars ($2,000.00), and refunded for all related expenses incurred. ].
4.04 President - The President shall have the general management and direction, subject to the authority of the Board, of the organization and transaction of the affairs of the Corporation. The President shall have such other power and duties as the Board may prescribe. The President shall not serve consecutive terms in office except in the case where they serve the un-expired term of their predecessor or where no other qualified candidate stands for election. The President will be allowed an annual fund of two hundred and fifty ($250.00) dollars for miscellaneous expenses, and the Past-President shall remain an ex-officio member of the executive for one term following their term as President.
4.05 Vice-Presidents - During the absence or disability of the President, the duties shall be performed and the powers shall be exercised by the Vice-President or, if there is more than one (1), by the Vice-Presidents in order of seniority. A vice-president shall have other such powers and duties as the Board or the President may prescribe.
4.06 Provincial Directors - The Provincial Directors must reside in the Province they represent, except for the Combined Territories Director, who must reside in either the Yukon, Northwest Territories or Nunavut. Provincial Directors handle the affairs of the Corporation on a provincial level including corresponding with members who reside in their jurisdiction, soliciting for new members within their jurisdiction, sitting on committees as directed by the Board or the President and attempting to hold one regional meeting within the year that will provide members an opportunity to network and discuss topics related to the affairs of the Corporation.
4.07 Administrative Officer - The administrative officer shall attend, where possible and/or reasonable, all meetings of members and directors. The Administrative Officer shall enter or cause to be entered in records kept for that purpose, minutes of all proceedings thereat; they shall give or cause to be given, as and when instructed, all notices to members and directors; they shall be the custodian of the stamp or mechanical device generally used for affixing the corporate seal of the Corporation and of all books, papers, records, documents and other instruments belonging to the Corporation except when some other officer or agent has been appointed for that purpose; and they shall perform such other duties as the Board or the President may prescribe.
4.08 Treasurer - The treasurer shall keep full and accurate records of account in which shall be recorded all receipts and disbursements of the Corporation and, under the direction of the Board, shall control the deposit of money, the safekeeping of securities and the disbursement of the funds of the Corporation; shall render to the Board whenever required an account of all transactions as treasurer and of the financial position of the Corporation; and shall perform such other duties as the Board or the president otherwise direct.
4.09 Duties of Other Officers - The duties of all other officers of the Corporation shall be such as the terms of their engagement call for or as the Board or the President may prescribe. Any of the powers and duties of an officer to whom an assistant has been appointed may be exercised and performed by such assistant, unless the Board or the President otherwise direct.
4.10 Variation of Duties - From time to time the Board may vary, add to or limit the powers and duties of any officer.
4.11 Agents and Attorneys - The Board shall have the power from time to time to appoint agents or attorneys for the Corporation in or out of Canada with powers of management or otherwise (including the power to appoint as may be thought fit).
4.12 Fidelity Bonds - The Board may require such officers, employees and agents of the Corporation as the Board deems advisable to furnish bonds for the faithful discharge of their duties, in such form and with such surety as the Board may from time to time prescribe.
Article V PROTECTION OF DIRECTORS AND OFFICERS
5.01 Limitation of Liability - No director or officer of the Corporation shall be liable for the acts, receipts, neglects or defaults of any other director or officer or employee, or for joining in any receipt or other act for conformity, or for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired by order of the Board for or on behalf of the Corporation, or for the insufficiency or deficiency of any security in or upon which any of the monies of the Corporation shall be invested, or for any loss or damage arising from the bankruptcy, insolvency or tortuous act of any person with whom any of the monies, securities or effects of the Corporation shall be deposited, or for any loss occasioned by any error of judgement or oversight on their part, or for any other loss, damage or misfortune whatever which shall happen in the execution of the duties of their office or in relation thereto unless the same shall happen through their own willful neglect or default.
5.02 Indemnity - Every director and officer of the Corporation and their heirs, executors and administrators and estate and effects, respectively, shall from time to time and at all times be indemnified and saved harmless out of the funds of the Corporation from and against: (a) all costs, charges and expenses whatsoever that such directors or officers sustains or incurs in or about any action, suit or proceeding that is brought, commenced or prosecuted against them for or in respect of any act, deed, matter or thing whatsoever made, done or permitted by them in or about the execution of the duties of their office; and (b) all other costs, charges and expenses that they sustain or incur in or about in relation to the affairs of the Corporation; except such costs, charges or expenses as are occasioned by their own willful neglect or default.
Article VI MEMBERS
6.01 Membership - The membership of the Corporation shall consist of the applicants for incorporation to the Corporation and such other persons as are admitted to the membership in the Corporation by resolution of the Board. Membership may be conditional upon the payment of a fee, assessment or other charge. Admission to membership shall be as; Active persons or Institutional (a society or organization founded for educational or similar purposes including libraries).
6.02 Membership Fee - The current annual regular membership fee is $65.00 and the annual institutional membership fee is $100.00. The annual membership fee shall be reviewed and updated periodically, as approved by the membership. Membership expires on December 31st each year and must be renewed by April 1st, the following year to maintain uninterrupted membership.
6.03 Terms of Membership - The interest of a member in the Corporation is not transferable and lapses and ceases to exist upon failure to pay the fee for membership, if any, within a time after which such fee is due as the Board may prescribe from time to time or upon death or a member resigning or otherwise ceasing to be a member in accordance with the by-laws of the Corporation. Active members shall retain their level of membership upon retirement or change of status.
6.04 Resignation - A member may resign by a resignation in writing which shall be effective upon delivery of the resignation or a copy thereof to the Board.
6.05 Removal - The Board may pass a resolution authorizing the removal of a member for cause from the register of members of the Corporation. No such resolution shall be put before the Board until after the member in question has been notified in writing of the cause and afforded an opportunity for a hearing before the Board. The Board shall notify any such member of the act which, in their opinion, is improper or detrimental to the Corporation and of the time and place of the meeting of the Board at which the member in question will be heard. Such notice shall be given at least one (1) week prior to such meeting.
Article VII MEETINGS OF MEMBERS
7.01 Biennial General Meeting - The biennial general meeting of the members shall be held at such time and on such day during the training conference as the Board or the President may determine, for the purpose of receiving the reports and statements required by the Act to be placed before the membership, electing directors, appointing auditors and fixing or authorizing the Board to fix their remuneration, and for the transaction of such other matters as may properly be brought before the meeting.
7.02 Special Meetings - The Board, the President, or any two (2) directors, shall have the power to call a special meeting of members at any time.
7.03 Place of Meetings - Meeting of members shall be held in Canada at a place that the directors determine, or at a place outside of Canada if the place is specified in the articles or all members entitled to vote at the meeting agree that the meeting is to be held at that place.
7.04 Notice of Meeting - Notice of the time and place of each meeting of members shall be given in the manner hereinafter not less than ten (10) days before the day on which the meeting is to be held to each member of record at the close of business on the day on which the notice is given. Notice of a special meeting of members shall state the general nature of the matters to be considered at it. The auditors of the Corporation are entitled to receive all notices and any other communications relating to any meeting of members that any member is entitled to receive.
7.05 Meetings Without Notice - A meeting of members may be held at any time and place without notice if all the members entitled to vote thereat are present or represented by proxy or waiver notice of, or otherwise consent to such meeting being held, and at such meeting any matters may be considered which the Corporation at a meeting of members may transact.
7.06 Chairperson, Administrative Officer and Scrutineers - The President or, in their absence, a Vice President who is a director of the Corporation shall be chairperson of any meeting of members; if no such officer is present within fifteen (15) minutes from the time fixed for holding the meeting, the persons present and entitled to vote shall choose one (1) of their number to be chairperson. If the Administrative Officer of the Corporation is absent, they shall appoint some person, who need not be a member, to act as secretary of the meeting. If desired, one (1) or more scrutineers, who need not be members, may be appointed by a resolution or by the chairperson with the consent of the meeting.
7.07 Persons Entitled to be Present - The only persons entitled to attend a meeting of members shall be those entitled to vote thereat, the auditors of the Corporation and others who although not entitled to vote, are entitled or required under provision of the Act or the letters patent or By-laws to be present at the meeting. Any other person may be admitted only on the invitation of the chairperson of the meeting or with the consent of the meeting.
7.08 Quorum - A quorum for the transaction of business at any meeting of members shall, in addition to directors present, be ten (10) persons present in person and each entitled to vote thereat.
7.09 Right to Vote - At any meeting of members, each person shall be entitled to vote who is at the time of the meeting entered in the records of the Corporation as a member of the Corporation.
7.10 Proxies - At any meeting of members a proxy duly and sufficiently appointed by a member shall be entitled to exercise, subject to and restrictions expressed in the instrument appointing them, the same voting rights that the member appointing them would be entitled to exercise if present at the meeting. A proxy must be a member. An instrument appointing a proxy shall be in writing and shall be acted on only if, prior to the time of voting, it is deposited with the administrative officer of the Corporation a minimum of 24 hours prior to the beginning of the meeting of members.
7.11 Votes to Govern - At any meeting of members, every question shall, unless otherwise required by the letters patent or By-laws of the Corporation, be determined by the majority of votes cast on the question.
7.12 Show of Hands - Any question at a meeting of members shall be decided by a show of hands unless, after a show of hands, a poll thereon is required or demanded as hereinafter provided. Upon a show of hands, every person who is present and entitled to vote shall have one (1) vote. Whenever a vote by show of hands shall have been taken upon a question, unless a poll thereon is so required or demanded, a declaration by the chairperson of the meeting that the vote upon the question has been carried or carried by a particular majority or not carried and an entry to that effect in the minutes of the meeting shall be prima facie evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against any resolution or other proceeding in respect on the said question, and the result of the vote so taken shall be the decision of the members upon the said question.
7.13 Polls - After a show of hands has been taken on any question, the chairperson may require or any person entitled to vote on the question may demand a poll thereon. A poll so required or demanded shall be taken in such manner as the chairperson shall direct. A demand for a poll may be withdrawn at any time prior to the taking of the poll. Upon a poll, each person present shall be entitled to one (1) vote, and the result of the poll shall be the decision of the members upon the said question.
7.14 No Casting Vote - In case of an equality of votes at any meeting of members either upon the show of
hands or upon a poll, the chairperson of the meeting shall not be entitled to an additional or casting vote.
7.15 Adjournment - The chairperson at a meeting of members may, with the consent of the meeting and subject to such conditions as the meeting may decide, adjourn the meeting from time to time and from place to place.
ARTICLE VIII NOTICES
8.01 Method of Giving Notice - Any notice(which term includes any communication of document) to be given, sent, delivered or served pursuant to the Act, the letters patent, the By-laws or otherwise to a member, director, officer or auditor shall be sufficiently given if delivered to their last address as recorded in the records of the Corporation or if mailed by prepaid ordinary mail or airmail addressed to them at their last address as recorded in the records of the Corporation or if sent to them at their said address by any means of transmitted or recorded communication. The Administrative Officer may change the address on the Corporation's records of any member, director, officer or auditor in accordance with any information believed to be reliable. A notice so delivered shall be deemed to have been given when it is delivered personally or at the address aforesaid; a notice so mailed shall be deemed to have been given when deposited in a post office or public letter box; and a notice sent by any means of transmitted or recorded communication shall be deemed to have been given when delivered to the appropriate communication company or agency or its representative for dispatch.
8.02 Computation of Time - In computing the date when notice must be given under provision requiring a specified number of days' notice of any meeting or other event, the date of giving the notice shall be excluded and the date of the meeting or other event shall be included.
8.03 Omissions and Errors - The accidental omission to give any notice to any member, director, officer or auditor or the non-receipt of any notice by any member, director, officer or auditor or any error in any notice not affecting the substance thereof shall not invalidate any action taken at any meeting held pursuant to such notice or otherwise founded thereon.
8.04 Waiver of Notice - Any member (or their duly appointed proxy or representative), director, officer or the auditor may waive any notice required to be given to them under any provision of the Act or the letters patent or the By-laws of the Corporation, and such waiver, whether given before or after the meeting or other event of which notice is required to be given, shall cure any default in giving such notice.
ARTICLE IX AUDITORS
9.01 Appointment and Remuneration - The members shall at each annual meeting appoint an auditor to audit the accounts of the Corporation and to hold office until the next biennial general meeting, provided that the directors may fill any casual vacancy in the office of the auditor. The remuneration of the auditor shall be fixed by the board of directors.
ARTICLE X BY-LAWS
10.01 Repeal and Amendment - The By-laws of the Corporation may be repealed or amended by By-law enacted by a majority of the directors at a meeting of the board of directors and sanctioned by an affirmative vote of at least two-thirds (2/3) of the members present at a special meeting duly called for the purpose of considering the said By-law; provided that the enactment, repeal or amendment of such By-law shall not be enforced or acted upon until the approval of the Minister of Consumer and Corporate Affairs has been obtained.