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Resigning as a Power of Attorney Canada

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									          CANADIAN INSTITUTE OF PROFESSIONAL ACCOUNTANTS


                                           BYLAWS

I     DEFINITIONS

In these bylaws:

      1        "Act" means Canada Corporations Act.

      2        "Active Member" is a Member whose dues and fees are paid to date and is in
               good standing with the Corporation.

      3        "Affiliated Association" means any association of the Canadian Institute of
               Professional Accountants legally established elsewhere, as determined by the
               Board.

      4        “Affiliated Member” means a full, qualified and paid up active member of an
               Affiliated Association, which is a Member of the Corporation.

      5        "Board" means the board of directors of the Canadian Institute of Professional
               Accountants.

      6        "Corporation" means the Canadian Institute of Professional Accountants.

      7        “Full Member” is a member who is qualified for full membership in accordance
               with Section II and who has been accepted into membership of the Corporation
               as a full member.

      8        "Member" is a person who has been accepted into membership of the
               Corporation in accordance with Section II.

      9        "Voting Rights" shall mean Full Members each to have one (1) vote and this only
               to be effected in person or by proxy at all meetings, by the Member or its
               authorized representative.




{CIPA 01/01}                                    1
II    MEMBERSHIP

      1        Admission to the membership of the Corporation shall be approved by the
               Board.

      2        Full Membership in the Corporation shall be limited to Affiliated Associations
               established in the Provinces and Territories of Canada

      3        Any Member may resign from being an Active Member by delivering to the
               Corporation a written resignation and the resignation shall become effective at
               the date at which the resignation is accepted by the Board. Any Member so
               resigning may be re-admitted by the Board at its discretion and subject to such
               terms as it may determine.

      4        Any Member may be required to resign by a vote of three-quarters (3/4) of the
               Members at an annual meeting.

      5        .01    Members shall have ninety (90) days after dues are invoiced in which to
               pay their dues. After ninety (90) days their membership shall be suspended.
               After a second ninety (90) days the membership shall be struck.

               .02    All Members suspended/struck from the Corporation for non-payment of
                      dues may be re-instated by the Board under the following conditions only:

                      a.     Within ninety (90) days of being suspended as a Member, a letter
                             requesting re-instatement is provided by the Member suspended,
                             and payment of all past dues must be paid prior to re-instatement;

                      b.     After ninety (90) days of being suspended, the Member will be
                             struck. The past member must re-qualify under the then current
                             requirements to become a Member. Upon meeting this re-
                             qualification, the past member must then request re-instatement in
                             writing and pay all past dues plus a penalty equal to fifty (50%)
                             percent of outstanding dues prior to re-instatement.

      6        An Affiliated Member shall not be a Member of the Corporation and shall have
               no rights hereunder, except the right to received a certificate from the
               Corporation, as the national umbrella organization for the qualified Affiliated
               Associations, upon confirmation from the Affiliated Association that the Affiliated
               Member has met all of the criteria of the Affiliated Association for membership
               and is therefore eligible for national certification. The certificate shall be in the
               form determined by the Board.

      7        The certificate is the property of the Board, and in the event the Affiliated
               Member ceases to be qualified as an Affiliated Member, it is to be returned on
               demand to the Board.


{CIPA 01/01}                                      2
III   BOARD OF DIRECTORS

            1        At each annual meeting of the Corporation there shall be elected a Board which
                     shall consist of a minimum of three and a maximum of fifteen members. The
                     number of directors shall be determined from time to time by a majority of the
                     directors at a meeting of the Board and sanctioned by an affirmative vote of at
                     least two-thirds (2/3) of the Members at a meeting duly called for this purpose.
                     Directors must be individuals, at least Eighteen (18) years of age and with the
                     power under law to contract.

            2        All positions on the Board will be for a three year term.

            3        Any Member in good standing with the Corporation or Affiliated Associations
                     which are Members, may be nominated for election to the Board.

            4        Any nomination of a candidate for election to the Board shall:

                     .01    be signed by two Members in good standing with the Corporation or by
                            two members in good standing with an Affiliated Association which is a
                            Member;

                     .02    have the written consent of the nominee appended thereto; and

                     .03    be submitted to the secretary at least sixty days before the date of the
                            annual meeting.

            8        Accidental omission to give notice of nomination or voting papers to any of the
                     Members, not exceeding five percent of the Members so entitled, shall not
                     invalidate an annual meeting or an election of the Board.

            9        In case of a tie in the vote for the last vacancy, or vacancies in an election for the
                     Board, the tie shall be broken by separate ballot with respect to the individuals
                     involved in the tie.

            10       The applicants for incorporation shall become the first directors of the
                     Corporation whose term of office on the Board shall continue until their
                     successors are elected.

            11       The control and management of the business and affairs of the Corporation shall
                     be fully vested in the directors who in addition to the powers and authorities by
                     these presents or otherwise expressly conferred upon them, may exercise all
                     such powers and do all such acts and things as may be exercised or done by the
                     Corporation and are not hereby or by statute expressly directed or required to be
                     exercised or done by the members in general meetings.

            12       The Board may from time to time appoint such officers and agents and authorize
                     the employment of such persons as they deem necessary to carry out the

      {CIPA 01/01}                                      3
               objects of the Corporation, and such officers, agents, and employees shall have
               authority and shall perform such duties as from time to time may be prescribed
               by the Board, who shall fix these appointees' remuneration.

      13       The directors of the Corporation may by resolution determine the place within the
               country where the registered office of the Corporation shall be situated and from
               time to time by resolution, change the place within the country where the
               registered office shall be situated and until the directors by resolution otherwise
               determine, the registered office of the Corporation shall be situated at the office
               of the elected Treasurer.

      14       The Board and each of them shall not be liable for any action taken or omitted by
               them in good faith or for the acts of any agent, employee or attorney selected by
               the Board with reasonable care.

      15       Every director or officer of the Corporation or other person who has undertaken
               or is about to undertake any liability on behalf of the Corporation or any company
               controlled by it ,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,

               .01      all costs, charges and expenses which such director, officer or other
               person sustains or incurs in or about any action, suit or proceedings which is
               brought, commenced or prosecuted against him, for or in respect of any act,
               deed, matter or thing whatsoever, made, done or permitted by him/her, in or
               about the execution of the duties of his/her office or in respect of any such
               liability, and

               .02    all other costs, charges or expenses which he/she sustains or incurs in or
               about or in relation to the affairs thereof, except such costs, charges or expenses
               as are occasioned by his/her own wilful neglect or default.

      16       The directors are expressly empowered, from time to time, to purchase, lease or
               otherwise acquire, alienate, sell, exchange or otherwise dispose of shares,
               stocks, rights, warrants, options and other securities, lands, buildings and/or
               other property movable or immovable, real or personal, or any right or interest
               therein owned by the Corporation, for such consideration and upon such terms
               and conditions as they may deem advisable. However, the Board is not
               empowered to apply for any loans, nor does it have the power to borrow.

      17       Any member of the Board who fails to carry out his duties as a member of the
               Board may be removed by the Board by a majority vote or by the Members by a
               majority vote.

      18       A member of the Board may resign at any time by presenting his/her notice of
               resignation in writing to the Board. At the time his/her office becomes vacant,
               the Board may appoint another member of the Board to take the position.

{CIPA 01/01}                                     4
      19       The office of a director shall ipso facto be vacated:

               .01    on death;

               .02    if he/she is found by a court to be of unsound mind;

               .03    if by notice in writing to the Corporation he/she resigns his/her office;

               .04    if he/she is removed by resolution of the Board; and

               .05    if at any time during his/her term of office the member ceases to be a
                      Member of the Corporation or a qualified Affiliated Association, or

               .06    misses three consecutive Board meetings without just cause.

      20       The directors shall have the power from time to time and at any time to appoint
               any other individual Member of the Corporation or of an Affiliated Association,
               which is a Member, as a director to fill a casual vacancy and such director shall
               hold office for the balance of the term of the person he/she is replacing,
               otherwise such vacancy shall be filled at the next general annual meeting.

      21       All members of the Board may receive a per diem remuneration from the
               Corporation for services rendered as members of the Board, as determined by
               the Full Members.

      22       .01    meetings of the Board shall be held at those times and places which the
                      Board may determine necessary, but failing the setting of a meeting, the
                      President or Vice-President in his/her absence, may on forty-eight hours
                      notice, other than by mail, to each director, hold such a meeting. Any
                      director may at any time waive notice of any such meeting and may ratify,
                      approve and confirm any or all proceedings taken or had thereat.

               .02    if all of the directors of the Corporation consent thereto, generally or in
                      respect of a particular meeting, a director may participate in a meeting of
                      the Board or of a committee of the Board by means of such conference
                      telephone or other communications facilities as permit all persons
                      participating in the meeting to hear each other, and a director participating
                      in such a meeting by such means is deemed to be present at the meeting;

               .03    majority of those directors elected to the Board, but in any event no less
                      than two (2) directors, shall constitute a quorum for the transaction of
                      business for a meeting of the Board;

      23       Each director is authorized to exercise one (1) vote.

      24       At all meetings of the Board, every question shall be determined by a majority of

{CIPA 01/01}                                      5
               votes unless the Act or these by-laws otherwise provides.




      Officers

      25       The president shall be elected at an annual general meeting of Members.
               Officers other than the president shall be appointed by resolution of the Board at
               the first meeting of the Board following an annual meeting of Members.

      26       Immediately after the close of the annual meeting or as soon thereafter as the
               Board considers practical, the Board shall meet and elect a full slate of officers
               from among the Members or the members of the Affiliated Associations qualified
               as Members, those officers being president, vice-president, secretary and
               treasurer and any such other officers as the Board may determine.

      27       Notwithstanding the foregoing, the same person may hold the office of both
               secretary and treasurer.

      28       The officers of the Corporation shall hold office for ___ years(s) from the date of
               appointment or election or until their successors are elected or appointed in their
               stead. Officers shall be subject to removal by a majority resolution of the Board
               at any time.

      29       .01   the President, or in his/her absence the Vice-President shall preside at all
                     meetings of the Board. He/she shall have the general and active
                     management of the affairs of the Corporation and shall see that all orders
                     and resolutions of the Board are carried into effect;

               .02   in the absence of both the President and the Vice-President at a meeting,
                     a chairman shall be elected to preside over the meeting.

      30       .01   It shall be the duty of the Secretary to attend all meetings of the
                     Corporation and of the Board, and to keep accurate minutes of the same.
                      He/she shall have charge of the seal of the Corporation;

               .02   In case of the absence of the Secretary, his/her duties shall be discharged
                     by such officer as may be appointed by the Board. The Secretary shall
                     have charge of all the correspondence of the Corporation and be under
                     direction of the Board;

               .03   The registered office shall keep a record of all Members of the
                     Corporation and their addresses, and send all notices of the various
                     meetings as required and shall collect and receive the annual dues or
                     assessments levied by the Corporation, such monies to be promptly
                     turned over to the Treasurer for deposit in a chartered bank as hereinafter

{CIPA 01/01}                                     6
                     required.

               .04   The duties of all other officers of the Corporation shall be such as the
                     terms of their engagement call for or the Board requires of them.

      31       The Treasurer shall receive all monies paid to the Corporation and shall be
               responsible for the deposit of same in whatever bank the Board may order.
               He/she shall properly account for the funds of the Corporation and keep such
               books as may be directed. He/she shall present a full detailed account of
               receipts and disbursements to the Board whenever requested, and shall prepare
               for submission to the Annual Meeting, a statement of the financial position of the
               Corporation duly audited in accordance with the by-laws of the Corporation.

      Committees

      32       The Board has the power to select and appoint such committees as it finds
               necessary to carry out its functions throughout its term of office. The committees
               shall exercise such powers as are authorized by the Board. Any committee
               member may be removed by a majority vote of the Board. Remuneration of
               committee members, if any, shall be set by the Board.

      33       Meetings of the committees shall be held at any time and place to be determined
               by the member of such committees provided that forty eight (48) hours notice of
               such meeting shall be given, other than by mail, to each member of the
               committee.

      34       The President is an "ex-officio" member of all committees, except investigating
               committees constituted under the Act.




{CIPA 01/01}                                    7
IV    ANNUAL MEETINGS AND SPECIAL MEETINGS

      1        .01    The annual meeting of the Corporation shall be held within four months of
                      the fiscal year end of the Corporation and at such time and place as shall
                      be determined by the Board;

               .02    The Secretary shall notify all Members at least ninety (90) days prior to
                      the date of the annual meeting, that nominations for the election of the
                      Board must be received by him at least sixty (60) days before the date of
                      the annual meeting. Nomination forms shall accompany the notice;

               .03    A minimum of fourteen (14) days notice shall be given of the annual
                      meeting and such notice shall include a minimum of the following items:

                      a.     The agenda for the annual meeting, including details of
                             amendments to the bylaws requiring confirmation at the meeting;

                      b.     The report of the President of the Board;

                      c.     The annual financial statements and auditors report;

      2        Business to be transacted at the Annual Meeting shall include:

               .01   Notice of calling of meeting to order;

               .02    Reading and adopting of Minutes of previous meeting;

               .03    Reading of Nomination of Board and report of appointment of scrutineers;

               .04    Report of the Board;

               .05    Report of the Auditor;

               .06    Election of the Board;

               .07    Appointment of Auditors;

               .08   New Business.

      3        At the annual meeting an auditor for the following year shall be appointed. The
               auditor shall hold office until the next annual 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. The auditor may not be a director, officer or
               employee of the Corporation or of an Affiliated Association or associated with
               that director or officer or employee, unless all of the Members have consented.
               The auditor must audit the accounts of the Corporation and make a report to the
               Members at the annual meeting on whether the financial statements are fairly

{CIPA 01/01}                                     8
               presented in accordance with generally accepted accounting principles. The Act
               does not permit a waiver of an audit.

      4        Unless otherwise ordered by the Board, the fiscal year of the Corporation shall
               end July 31.

      5        A quorum shall be established as fifty (50%) percent of the Full Members of the
               Corporation or their authorized representative as chosen by the Member, as the
               case may be, at the date of the meeting previous to the meeting in question,
               provided that in any event, quorum shall not be less than two (2) Members.

      6        At all meetings of Members of the Corporation, every question shall be
               determined by a majority of votes unless the Act or these by-laws otherwise
               provides.

      7        .01   Special meetings of the Corporation may be held at the discretion of the
                     Board whenever it deems necessary;

               .02   Special meetings of the Corporation may be called upon written request of
                     two (2) Members of the Corporation.;

               .03   At least fourteen (14) days notice shall be given of such meetings with
                     written confirmation as to the nature of the business to be dealt with at
                     that meeting in sufficient detail to permit the Members to form a reasoned
                     judgment on the decision to be taken.

               .04   Notice of all meetings must remind the Member that it has the right to vote
                     by proxy.

      8        Any meeting may be adjourned by a vote of the majority of the Members in
               attendance at that meeting, but at the reconvening of that meeting, no business
               other than what was initially noted on the agenda may be discussed.

      9        Subject to the foregoing provision of these bylaws, the proceedings of all
               meetings shall be governed by the rules as set out in 'Roberts Rules of Order'.

      10       At any meeting of the Corporation, a majority of Members may demand that all
               voting taking place at that meeting be done by secret ballot. Upon this request,
               the President shall appoint scrutineers to act at the meeting.

      11       At every meeting of the Corporation, every Full Member in good standing shall
               be entitled to one vote. A Member may, by means of a written proxy, appoint a
               proxy holder to attend and act at a specific meeting of Members, in a manner
               and to the extent authorized by the proxy. A proxy holder must be a Member of
               the Corporation, or an authorized representative, as the case may be, or a
               member of a qualified Affiliated Association.



{CIPA 01/01}                                    9
      12       A resolution in writing signed by all the Members entitled to vote on that
               resolution at a meeting of Members is as valid as if it had been passed at a
               meeting of Members, except with respect to those matters required by the Act to
               be dealt with at a meeting.

      13       Methods of giving notice:

               (a)   by mail to each Member;
               (b)   by notice published in a regular newsletter sent to each Member
               (c)   by electronic means such as e-mail or facsimile sent to each Member.

      14       Any notice or voting paper sent by post to Members shall be deemed to have
               been served on the third day following that on which the same is posted. Any
               notice or voting paper sent by electronic means such as e-mail or facsimile shall
               be deemed to have been served on the day following the date sent.

      15       No error or omission in giving notice of any annual meeting or general meeting or
               any adjourned meeting, whether annual or general, of the Members of the
               Corporation shall invalidate such meeting or make void any proceedings taken
               thereat and any Member may at any time waive notice of any such meeting and
               may ratify, approve and confirm any or all proceedings taken or had thereat. For
               purposes of sending notice to any Member, director or officer for any meeting or
               otherwise, the address shall be the last known address recorded on the books of
               the Corporation.

      16       The introduction or discussion of political or religious subjects shall not be
               permitted during any meeting of the Corporation or Board, unless having direct
               serious consequences for the Corporation.




{CIPA 01/01}                                    10
VI    FEES, DUES & GENERAL

      1        Every person that desires membership in the Corporation shall complete an
               application and submit that with fees, as are set out from time to time, to the
               Board for review.

      2        If an application is declined for whatever reasons, the fees paid by the applicant
               shall be refunded to the applicant forthwith except that portion which has been
               designated as a processing fee on the application form.

      3        The annual fees including special assessments required from time to time, shall
               be set and payable as established by the Board.

      4        If a Member is suspended or expelled from the Corporation, notice of the act
               shall be given to all Active Members of the Corporation and/or published in any
               other manner which the Board deems in the best interest of the Corporation as a
               whole. If a Member is reprimanded, notice of that act shall be published at the
               discretion of the Board.

      5        Upon the dissolution of the Corporation, all assets after payment of its liabilities
               shall be distributed to registered charitable organizations as determined by the
               Board.

      6        The by-laws of the Corporation not embodied in the letters patent may be
               repealed or amended by by-law enacted by a majority of the directors at a
               meeting of the Board and sanctioned by an affirmative vote of at least two-
               thirds(2/3) of the Members at a meeting duly called for the purpose of
               considering the said by-law, provided that the repeal or amendment of such by-
               laws shall not be enforced or acted upon until the approval of the Minister of
               Industry has been obtained.

      7        The interpretation of these bylaws shall rest upon the Board and its decision
               shall be final.

      8        Except as otherwise provided in the Act, the Board may delegate any of its
               powers, duties and functions as it sees fit.

      9        The Board may direct that a mail vote of all Members be conducted on any
               matter or question to be determined at a general or special meeting, except with
               respect to those matters required by the Act to be dealt with at a meeting, and
               the Board may establish such procedures as are necessary for governing the
               holding of any vote by mail.

      10       Matters required to be determined by special resolution shall be passed by a
               majority of not less than two-thirds of such Members entitled to vote as are
               present in person or by proxy, and vote, at a general or special meeting. In the
               case of a vote by mail, such matters shall be passed by a majority of not less

{CIPA 01/01}                                     11
               than two-thirds of the ballots received.

      11       The accounts and books of the Corporation shall be open for inspection by
               members at the office of the Treasurer between the hours of 9:00 to 16:00 on
               the last business day of each month in each and every year.

      12       Contracts, documents or any instruments in writing requiring the signature of the
               Corporation, shall be signed by any two officers and all contracts, documents
               and instruments in writing so signed shall be binding upon the Corporation
               without any further resolution or formality. The directors have the power from
               time to time by resolution to appoint an officer or officers on behalf of the
               Corporation to sign specific contracts, documents and instruments in writing.
               The directors may give the Corporation’s power of attorney to any registered
               dealer in securities for the purposes of the transferring of and dealing with any
               stocks, bonds and other securities of the Corporation. The seal of the
               Corporation, when required, may be affixed to contracts, documents and
               instruments in writing signed as aforesaid or by any officer or officers appointed
               by resolution of the Board.

      13       The Board may prescribe such rules and regulations not inconsistent with these
               by-laws relating to the management and operations of the Corporation as they
               deem expedient, provided that such rules and regulations shall have force and
               effect only until the next annual meeting of the Members of the Corporation
               when they shall be confirmed, and failing such confirmation at the annual
               meeting, shall at and from that time cease to have any force and effect.




                                                                                           th
THESE BYLAWS ADOPTED AS SET OUT IN THE FOREGOING DOCUMENT THIS 15

DAY OF JANUARY, 2001 SIGNED AND SEALED IN THE TOWN OF WESTLOCK, IN THE

PROVINCE OF ALBERTA.


                                                  _____________________________
                                                  PRESIDENT




{CIPA 01/01}                                     12

								
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