| Overview –
Constitution: Bylaws
B Y - L A W N O . 1
being the General By-law of
INTERNATIONAL ORGANISATION FOR COOPERATION IN EVALUATION
(herein referred to as the “IOCE”)
INTERPRETATION
1. Definitions. In this
By-law, unless the context otherwise specifies or requires:
(a) "Act" means the Canada Corporations
Act, R.S.C. 1970, c. C-32 as from time to time amended
and every statute that may be substituted therefor and, in the
case of such substitution, any references in the By-laws of
the IOCE to provisions of the Act shall be read as references
to the substituted provisions therefor in the new statute or
statutes;
(b) "By-laws" means any By-law of the
IOCE from time to time in force and effect;
(c) “IOCE Region” means a geographic
area comprising one or more countries as may be determined by
the board of trustees from time to time, and in which one or
more Full Members of the Corporation has its head office;
(d) "Letters Patent" means the letters
patent and any supplementary letters patent of the IOCE; and
(e) "Regulations" means the regulations
made under the Act as from time to time amended and every regulation
that may be substituted therefor and, in the case of such substitution,
any references in the By-laws of the IOCE to provisions of the
regulations shall be read as references to the substituted provisions
therefor in the new regulations.
2. Interpretation. This By-law
shall be, unless the context otherwise requires, construed and
interpreted in accordance with the following:
(a) all terms contained herein and which are
defined in the Act or the Regulations shall have the meanings
given to such terms in the Act or such Regulations;
(b) words importing the singular number only
shall include the plural and vice versa; and the word "person"
shall include individuals, corporations, partnerships, syndicates,
trusts and any number or aggregate of persons; and
(c) the headings used in the By-laws are inserted
for reference purposes only and are not to be considered or
taken into account in construing the terms or provisions thereof
or to be deemed in any way to clarify, modify or explain the
effect of any such terms or provisions.
LANGUAGES
3. Official Languages. The IOCE
shall strive to operate in English, French and Spanish in the
publication of documents and informational resources and, where
necessary, in conducting membership meetings. Translation, on
a voluntary basis, into other languages by regional and national
evaluation organisations who are members of the IOCE will be encouraged.
Papers and proposals to the board of trustees will be accepted
in any one of the official languages of the IOCE. In the event
of any conflict or inconsistency among the English, French and
Spanish versions of the By-laws and Letters Patent, the English
version shall prevail.
MISSION STATEMENT
4. Mission. The IOCE seeks to
legitimate evaluation and to support evaluation societies, associations
or networks so that they can better contribute to good governance
and to effective decision making and strengthen the role of civil
society. The IOCE will build evaluation capacity, develop evaluation
principles and procedures, encourage the development of new evaluation
societies, associations and networks, undertake educational activities
that will increase public awareness of evaluation and will seek
to secure resources for co-operative activity. The IOCE will be
a forum for the exchange of useful and high quality methods, theories
and effective practice in evaluation.
HEAD OFFICE
5. Head Office. The head office
of the IOCE shall be in the City of Ottawa, in the Province of
Ontario subject to change by by-law sanctioned by at least 2/3
of the votes cast at a special meeting of members.
SEAL
6. Seal. The seal, an impression
of which is stamped in the margin hereof, shall be the seal of
the IOCE.
TRUSTEES
7. Number of Trustees and Qualifications.
The affairs of the IOCE shall be managed by a board of trustees
who may be known and referred to as directors, trustees or governors.
There shall be a minimum of ten (10) trustees, not including the
non-voting trustees referred to in paragraph 11. The precise number
of trustees from time to time shall be determined by the board
of trustees having due regard to the number of IOCE Regions and
the number of members in each IOCE Region. Every trustee shall
be at least eighteen (18) years of age.
8. Applicants for Incorporation.
The applicants for incorporation shall become the first trustees
of the IOCE whose term of office on the board of trustees shall
continue until their successors are elected at the first meeting
of members. Notwithstanding the provisions of paragraph 37 relating
to membership categories and the provisions of paragraph 47 relating
to quorum for members’ meetings, the first trustees shall
be entitled to be the only voting members of the IOCE while they
are first trustees and a quorum for the first meeting of members
shall be two (2) members present in person. Similarly, notwithstanding
the provisions of paragraph 21 relating to quorum for meetings
of the trustees, the quorum for any meeting(s) of the first trustees
shall be two (2) trustees present in person. The board of trustees
elected at the first meeting of members following incorporation
shall replace the provisional trustees named in the Letters Patent.
9. Election and Composition of Board of
Trustees. Subject to the provisions of this By-law, the
trustees shall be elected by the Full Members in accordance with
a slate of candidates presented by the Election Oversight Committee
and after due consultation with the members as provided in paragraph
16. The members shall elect the board of trustees so as to ensure
that its composition reflects the broad geographic coverage of
the member evaluation societies, associations and networks, in
order to ensure diverse perspectives and to ensure that each IOCE
region is represented by at least one trustee. The election of
trustees may take place at a meeting of members, by mail ballot
or by electronic mail transmission.
10. Term of Office. The trustees
shall hold office so that half of the trustees elected in 2004
shall hold office for one (1) year and the remaining half shall
hold office for two (2) years, or until their respective successors
are elected (the "Initial Terms"). Upon expiry of the
Initial Terms, trustees shall be elected for terms of two (2)
years from the date of the meeting at which they are elected until
the second annual meeting next following or until the trustee’s
successor is elected. Thereafter, at each annual meeting of members,
a number of trustees equal to the number of trustees retiring
shall be elected by the members to serve terms of two (2) years
each, it being the intention that trustees shall be elected and
shall retire in rotation. Any trustees elected to increase the
number on the board of trustees shall also be elected for a two
(2) year term. Trustees shall be eligible for re-election for
a maximum of two (2) consecutive terms, for a total of four (4)
years. A trustee who has already served for two (2) consecutive
terms shall be entitled to serve for a third two-year term if
elected as President of the IOCE.
11. Non-Voting Trustees. A limited
number of representatives of Associate members and Institutional
partners’ organisations may be invited by the board of trustees
to be ex officio non-voting members of the board of trustees.
12. Vacancies. The office of a
trustee shall automatically be vacated:
(a) if the trustee becomes bankrupt or suspends
payment of debts generally or compounds with creditors or makes
an authorized assignment or is declared insolvent;
(b) if the trustee is found to be a mentally
incompetent person or becomes of unsound mind;
(c) if the trustee by notice in writing to the
IOCE resigns office which resignation shall be effective at
the time it is received by the Secretary of the IOCE or at the
time specified in the notice, whichever is later;
(d) if the trustee by notice in writing to the
IOCE is replaced mid-term by his or her member organization;
(e) if at a special meeting of members, a resolution
is passed by at least twothirds (2/3) of the votes cast by the
members at the special meeting removing the trustee before the
expiration of the trustee’s term of office; or
(f) if the trustee dies.
13. Filling Vacancies. A vacancy
occurring in the board of trustees may be filled upon the vote
of a majority of the members and any trustee elected to fill a
vacancy trustee’s place shall hold office for the remainder
of the vacating trustee’s term. Notwithstanding any other
provision to the contrary in these by-laws, a meeting of members
which is called for the purpose of filling a vacancy in the board
may be called by any member. If the members do not call a meeting
to fill the vacancy, the vacancy shall be filled at the next annual
meeting of the members at which the trustees for the ensuing year
are elected. If the number of trustees is increased between the
terms, a vacancy or vacancies, to the number of the authorized
increase, shall thereby be deemed to have occurred, which may
be filled in the manner above provided.
14. Remuneration/Reimbursement of Trustees.
The trustees shall serve as such without remuneration and no trustee
shall directly or indirectly receive any profit from occupying
the position of trustee. Trustees, members of the Executive Committee
and others on official business of the IOCE, with a budget approved
by the board of trustees, shall be entitled to claim travel, subsistence
and other allowances in respect of expenses reasonably and properly
incurred, upon producing satisfactory evidence of approved expenditure.
Guidelines for expenses and claims procedures will be established
in accordance with the financial procedures referred to in paragraph
59.
COMMITTEES
15. Executive Committee. The board
of trustees shall establish an executive committee comprised of
the President, Vice-President, Secretary, Treasurer and a fifth
member selected by the board. The role, function and powers of
the Executive Committee will be defined by the board of trustees
according to the priorities of the IOCE at the time. These powers
may include the authority to make decisions on behalf of the board
of trustees when time and continuity are of the essence. The board
of trustees may also delegate to the executive committee the administration
of the business of the IOCE during intervals between the meetings
of the board of trustees.
Reasonable notice of meetings of the executive committee
shall be given in the manner provided in paragraph 60. A quorum
at any meeting of the executive committee shall be three (3) of
the committee members. Subject to the By-laws and any resolution
of the board of trustees, the executive committee may otherwise
meet for the transaction of business, adjourn and otherwise regulate
its meetings as it sees fit and may from time to time adopt, amend
or repeal rules or procedures in this regard.
Executive committee members shall be subject to
removal by resolution of the board of trustees of the IOCE. Executive
committee members shall receive no remuneration for serving as
such, but are entitled to reasonable expenses incurred in the
exercise of their duty.
Subject to the Act, the following paragraphs shall
apply to the executive committee:
• 18 – Place of Meeting
• 19 – Notice
• 20 – Error or Omission in Giving Notice
• 22 – Voting
• 23 – Telephone Participation
• 25 – Meeting by Electronic means
16. Election Oversight Committee.
The board of trustees shall appoint an Election Oversight Committee,
the members of which shall hold office for a term of two (2) years
from the date of their appointment, or until their successors
are appointed. The Election Oversight Committee shall be comprised
of a minimum of three (3) committee members including the President,
(or Vice-President in the event that the President elects not
to serve on the committee), a current board member and a third
individual drawn from the membership of IOCE. Members of the Election
Oversight Committee may not serve more than two (2) consecutive
terms on the Committee. The primary duties of the Committee shall
be to:
(a) establish a fair and transparent process
for nominations of trustees by members within IOCE Regions which
will require each grouping of members within an IOCE Region
to nominate one or more trustees (in accordance with the board’s
direction concerning the number of trustees to be elected by
region);
(b) prepare a report to the members containing
a slate of one (1) candidate for each trustee’s office
which is or will become vacant and for which the members will
be electing one or more trustees;
(c) assist the board in canvassing the members
in the event that a vacancy occurs in the board of trustees
so as to ensure that the IOCE Region that originally nominated
the vacating trustee is involved in the process of recruiting
a replacement.
Any committee member may be removed by resolution
of the board of trustees. Members of the committee shall receive
no remuneration for serving as such, but are entitled to reasonable
expenses incurred in the exercise of their duty.
17. Working Committees. The board
of trustees or the executive committee, may establish Standing
or ad hoc working committees to further the work of the IOCE.
Members of working committees shall be appointed by the board
of trustees and may be chosen from any category of membership
or external experts as required. Working committees shall report
to the board of trustees through the executive committee. Each
working committee shall elect a chair, who shall be responsible
for the maintenance of contact with the board of trustees and
for the preparation of any report required to be produced by members
of the working committee. The board of trustees may make available
financial support for the work of the working committees. Experts
who are not members of the IOCE may be invited to participate
in working committees by the board of trustees, in an advisory
capacity only. 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 trustees. Members of the
committee shall receive no remuneration for serving as such, but
are entitled to reasonable expenses incurred in the exercise of
their duty.
MEETINGS OF TRUSTEES
18. Place of Meeting. Meetings
of the board of trustees may be held at any place within or outside
Canada.
19. Notice. A meeting of trustees
may be called by the President or the Vice-President at any time.
The Secretary shall then convene a meeting of trustees. A minimum
of thirty (30) days (exclusive of the day on which the notice
is delivered or sent but inclusive of the date for which the notice
is given) notice in writing of meetings of the board of trustees
or of the executive committee shall be given to each trustee or
member of the executive committee, as the case may be. The board
of trustees shall meet not less than once annually.
Matters requiring a decision by the board of trustees
shall be presented only through the chair of the meeting or through
a written submission made to the chair at least seven (7) days
before the meeting. The board of trustees shall take note at their
meetings of any written submissions from trustees unable to attend
the meeting.
The Secretary shall send an agenda with the notice
of the meeting and the draft minutes of the previous meeting of
the board of trustees and executive committee, prepared by the
Secretary.
If the first meeting of the board of trustees following
the election of trustees by the members is held immediately thereafter,
then for such meeting or for a meeting of the board of trustees
at which a trustee is appointed to fill a vacancy in the board,
no notice shall be necessary to the newly elected or appointed
trustees or trustee in order to legally constitute the meeting,
provided that a quorum of the trustees is present.
An extraordinary meeting of the board of trustees
may be convened by the Secretary upon receipt of a written request
signed by at least five trustees stating the purpose of the meeting.
The Secretary shall convene the meeting within fourteen (14) days
from receipt of the written request. If the Secretary does not
convene the extraordinary meeting of the board of trustees, the
trustees making the request may themselves convene the meeting.
20. Error or Omission in Giving Notice.
No error or accidental omission in giving notice of any meeting
of trustees shall invalidate such meeting or make void any proceedings
taken at such meeting.
21. Quorum. Not less than five
(5) of the trustees in office shall form a quorum for the transaction
of business by the board of trustees. For the purpose of determining
quorum, a trustee may be present in person, or, if authorized
under paragraphs 23 and/or 24, by teleconference and/or by other
electronic means.
22. Voting at Meetings of Trustees.
Each trustee is authorized to exercise one (1) vote. Questions
arising at any meeting of trustees shall be decided by a majority
of votes. In case of an equality of votes the President of the
IOCE or, in the absence of the President, the chair of the meeting
in addition to an original vote shall have a second or casting
vote.
23. Detailed Voting Ballot. Where
a trustee is unable to participate at a meeting of the trustees
of the IOCE then, subject to this By-law, the trustee may have
his or her vote recorded for the purposes of the meeting by means
of a detailed voting ballot. The Secretary shall provide the detailed
voting ballot to any trustee who indicates his or her inability
to attend a meeting of trustees in person, or, if authorized under
paragraphs 23 and/or 24, by teleconference and/or by other electronic
means. The completed and signed voting ballot must be returned
by the absent trustee to the Secretary prior to the commencement
of the meeting at which the absent trustee’s vote is to
be counted. The voting ballot must contain sufficient detail concerning
matters to be raised at the meeting to allow a trustee who is
unable to attend the meeting the opportunity to make a reasoned
judgement on the matters contained therein. A trustee’s
vote by ballot will only be counted if the motion on the floor
of the meeting is identical to that contained in the ballot. The
deposit of a ballot with the Secretary of the IOCE will not constitute
that trustee present for the purposes of establishing a quorum
at any meeting of trustees.
24. Telephone Participation. The
trustees of the IOCE and members of the executive committee may
meet by teleconference provided that either a majority of the
trustees consents to meeting by teleconference or meetings by
teleconference have been approved by resolution passed by the
board of trustees at a meeting of the trustees of the IOCE.
25. Meetings by Other Electronic Means.
The trustees of the IOCE and the members of the executive committee
may meet by other electronic means, including by e-mail or by
discussion forum, that permits each trustee to communicate adequately
with each other, provided that:
(a) the board of trustees of the IOCE has passed
a resolution addressing the mechanics of holding such a meeting
and dealing specifically with how security issues should be
handled, the procedure for establishing quorum and recording
votes;
(b) each trustee has equal access to the specific
means of communication to be used;
(c) each trustee has consented in advance to
meeting by electronic means using the specific means of communication
proposed for the meeting.
POWERS OF TRUSTEES
26. Administer Affairs. The board
of trustees of the IOCE shall administer the affairs of the IOCE
at all times in the best interests of the IOCE and to that end
shall develop its own rules of procedure subject only to the Letters
Patent, By-laws and to the requirements of the Act. The board
of trustees shall in all things and make or cause to be made for
the IOCE, in its name, any kind of contract which the IOCE may
lawfully enter into and, save as hereinafter provided, generally,
may exercise all such other powers and do all such other acts
and things as the IOCE is by its Letters Patent or otherwise authorized
to exercise and do.
27. Expenditures. The board of
trustees shall have power to authorize expenditures on behalf
of the IOCE from time to time for the purpose of furthering the
objects of the IOCE.
28. Agents and Employees. The
board of trustees may appoint such agents and engage such employees
(and may delegate this function to the President of the IOCE)
as it shall deem necessary from time to time and such persons
shall have such authority and shall perform such duties as shall
be prescribed at the time of such appointment. The remuneration
of officers, agents, employees and committee members shall, subject
to the other provisions of this By-law, be fixed by the board
of trustees by resolution provided that the board of trustees
may delegate this function to an officer or officers of the IOCE.
OFFICERS
29. Appointment of Officers. The
board of trustees may as often as may be required, appoint a President,
one or more Vice-Presidents, a Secretary and a Treasurer from
among themselves. Officers shall generally be appointed to hold
office for two-year terms to coincide with the terms of the directors
of the IOCE. Two or more of these offices may be held by the same
person. In case and whenever the same person holds the offices
of Secretary and Treasurer that person may but need not be known
as the Secretary-Treasurer. The board of trustees may from time
to time appoint such other officers and agents as it shall deem
necessary who shall have such authority and shall perform such
duties as may from time to time be prescribed by the board of
trustees.
30. Vacancies. Notwithstanding
the foregoing, each incumbent officer shall continue in office
until the earlier of;
(a) that officer’s resignation, which resignation
shall be effective at the time the written resignation is received
by the Secretary of the IOCE or at the time specified in the
resignation, whichever is later;
(b) the appointment of a successor;
(c) that officer ceasing to be a trustee if such
is a necessary qualification of appointment;
(d) the meeting at which the trustees annually
appoint the officers of the IOCE;
(e) that officer's removal;
(f) that officer's death.
If the office of any officer of the IOCE shall
be or become vacant, the trustees may, by resolution, appoint
a person to fill such vacancy.
31. Reimbursement of Officers.
All officers shall be entitled to be reimbursed for reasonable
expenses incurred in the performance of the officer's duties in
accordance with the same requirements for trustees described in
paragraph 14 of this By-law.
32. Removal of Officers. Officers
shall be subject to removal by resolution of the board of trustees
at any time, with or without cause.
33. Duties of Officers May be Delegated.
In case of the absence or inability to act of any officer of the
IOCE or for any other reason that the board of trustees may deem
sufficient, the board of trustees may delegate all or any of the
powers of any such officer to any other officer or to any trustee
for the time being.
34. Powers and Duties. All officers
shall sign such contracts, documents or instruments in writing
as require their respective signatures and shall respectively
have and perform all powers and duties incident to their respective
offices and such other powers and duties respectively as may from
time to time be assigned to them by the board of trustees. The
duties of the officers shall include:
(a) President. The President
shall be the official representative of the IOCE. The President
shall convene and chair meetings of the board of trustees and
the executive committee and shall chair all meetings of the
members of the IOCE. The President shall approve agendas for
the meetings of the board of trustees and of the executive committee.
All formal statements issued or agreements entered into on behalf
of the board of trustees must be signed by the President, the
Vice-President and Secretary.
(d) Vice-President. The Vice-President
or, if more than one, the Vice-Presidents, in order of seniority,
shall be vested with all the powers and shall perform all the
duties of the President in the absence or inability or refusal
to act of the President.
(e) Secretary. The Secretary
shall give or cause to be given notices for all meetings of
the board of trustees or committees of trustees, if any, and
members when directed to do so and have charge of the corporate
seal of the IOCE, the minute books of the IOCE and of the documents
and registers referred to in Section 109 of the Act.
(f) Treasurer. The Treasurer
shall be responsible for the administration and investment of
all income and assets of the IOCE according to such policies
as may be established by the board of trustees. The Treasurer
shall keep or shall cause to be kept an accurate account of
all receipts and disbursements of the IOCE in proper books of
account, and shall deposit or shall cause to be deposited all
monies or other valuable effects in the name and to the credit
of the IOCE in such banks or banks as may be designated from
time to time by the board of trustees. The Treasurer shall disburse
or cause to be disbursed the funds of the IOCE under the direction
of the board of trustees, receiving proper vouchers thereof
and render to the board of trustees at its regular meetings
or whenever required, an account of all of such person’s
transactions as Treasurer, and of the financial position of
the IOCE. The Treasurer shall ensure that accounts for each
financial year of the IOCE are prepared and audited in accordance
with internationally recognized accounting principles and be
presented to the board of trustees.
FOR THE PROTECTION OF TRUSTEES AND
OFFICERS
35. Limitation of Liability. Except
as otherwise provided in the Act, no trustee or officer for the
time being of the IOCE shall be liable for the acts, receipts,
neglects or defaults of any other trustee or officer or employee
or for any loss, damage or expense happening to the IOCE through
the insufficiency or deficiency of title to any property acquired
by the IOCE or for or on behalf of the IOCE or for the insufficiency
or deficiency of any security in or upon which any of the moneys
of or belonging to the IOCE shall be placed out or invested or
for any loss or damage arising from the bankruptcy, insolvency
or tortious act of any person including any person with whom or
which any moneys, securities or effects shall be lodged or deposited
or for any loss, conversion, misapplication or misappropriation
of or any damage resulting from any dealings with any moneys,
securities or other assets belonging to the IOCE or for any other
loss, damage or misfortune whatever which may happen in the execution
of the duties of the trustee’s or officer’s respective
office or trust or in relation thereto unless the same shall happen
by or through the trustee’s or officer’s own willful
neglect or default.
INDEMNITIES TO TRUSTEES AND OFFICERS
36. Indemnification. Every trustee
or officer of the IOCE 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 IOCE, from and against,
(a) all costs, charges and expenses whatsoever
which such trustee or officer sustains or incurs in or about
any action, suit or proceeding that is brought, commenced or
prosecuted against the trustee or officer for or in respect
of any act, deed matter or thing whatever, made, done or permitted
by them, in or about the execution of the duties of such office
or in respect of any such liability; and
(b) all other costs, charges and expenses which
the trustee or officer sustains or incurs in or about or in
relation to the affairs thereof,
except such costs, charges or expenses as are occasioned
by their own willful neglect or default.
The IOCE shall also indemnify any such other person
in such other circumstances as the Act or law permit or requires.
Nothing in this By-law shall limit the right of any person entitled
to indemnity to claim indemnity apart from the provisions of this
By-law to the extent permitted by the Act or law.
MEMBERSHIP
37. Entitlement. There shall be
four (4) classes of members in the IOCE, namely, Full members,
Associate members, Institutional partners and Affiliated Groups.
The board of trustees of the IOCE may, by resolution, approve
the admission of the members of the IOCE. The board of trustees
may also pass membership rules, providing, among other things,
for the admission of members by the Secretary of the IOCE. Each
member shall be promptly informed by the Secretary of their admission
as a member.
The following classes of members are hereby established:
(a) Full Members
(i) Full membership shall be available to evaluation
societies, associations and networks recognized by the IOCE,
that are interested in furthering the objectives of the IOCE
and that otherwise meet any criteria for Full membership established
by the board of trustees.
(ii) Each Full member shall notify the Secretary
of the IOCE within thirty (30) days of becoming a Full member
regarding the name and contact particulars of its delegate
who will attend meetings of the members of the IOCE on its
behalf. Each Full member shall be responsible for notifying
the Secretary of the IOCE of any change in its delegate.
(ii) Each Full member is entitled to receive
notice of, attend and vote at all meetings of members and
each Full member shall be entitled to one (1) vote per Full
member.
(b) Associate Members
(i) Associate membership shall be available
to evaluation groups that are interested in furthering the
objectives of the IOCE, that are in the process of becoming
societies, associations or networks and that otherwise meet
any criteria for Associate membership established by the board
of trustees.
(ii) Each Associate member shall notify the
Secretary of the IOCE within thirty (30) days of becoming
an Associate member regarding the name and contact particulars
of its representative for notice purposes. Each Associate
member shall be responsible for notifying the Secretary of
the IOCE of any change in its representative.
(ii) Associate members are not entitled to
receive notice of, attend or vote at any meeting of the members;
provided that the board of trustees may extend an invitation
to Associate members to attend a members' meeting for information
purposes.
(c) Institutional Partner Membership
(i) Institutional Partner membership shall
be available to bodies not otherwise meeting the criteria
for Full or Associate membership, including international
organisations, governments and foundations that support the
mission and objectives of the IOCE and meet any other criteria
for Institutional Partner membership established by the board
of trustees.
(ii) Each Institutional Partner shall notify
the Secretary of the IOCE within thirty (30) days of becoming
an Institutional partner member regarding the name and contact
particulars of its representative for notice purposes. Each
Institional partner member shall be responsible for notifying
the Secretary of the IOCE of any change in its representative.
(ii) Institutional Partner members are not
entitled to receive notice of, attend or vote at any meeting
of the members; provided that the board of trustees may extend
an invitation to such members to attend a members' meeting
for information purposes.
(d) Affiliated Group Members
(ii) Affiliated Group membership shall be available
to sectoral and sub-regional or sub-national evaluation associations,
societies or networks that are not eligible for full membership
in the IOCE and who are otherwise interested in being associated
with the IOCE and that otherwise meet any criteria for Affiliated
Group membership established by the board of trustees.
(ii) Each Affiliated Group member shall notify
the Secretary of the IOCE within thirty (30) days of becoming
an Affiliated Group member regarding the name and contact
particulars of its representative for notice purposes. Each
Affiliated Group member shall be responsible for notifying
the Secretary of the IOCE of any change in its representative.
(ii) Affiliated Group members are not entitled
to receive notice of, attend or vote at any meeting of the
members; provided that the board of trustees may extend an
invitation to Affiliated Group members to attend a members'
meeting for information purposes.
38. Resignation. Any member may
resign as a member by delivering a written resignation to the
President of the IOCE. A resignation shall be effective from the
date specified in the resignation.
39. Termination of Membership.
The interest of a member in the IOCE is not transferable and lapses
and ceases to exist:
(a) when the member ceases to be a member by
resignation or otherwise in accordance with the By-laws;
(b) if the board of trustees, by resolution,
determines that the member has acted contrary to the mission,
objectives or best interests of the IOCE; provided that the
member shall be granted the opportunity to be heard at such
meeting of trustees;
(c) at the discretion of the board of trustees,
if the member’s dues remain unpaid after two written requests
for payments have been made by the Treasurer;
(d) in the event that the member evaluation society,
association or network is inactive, abandoned or dissolved;
(e) if at a special meeting of members, a resolution
is passed to remove the member by at least two-thirds (2/3)
of the votes cast at the special meeting provided that the member
shall be granted the opportunity to be heard at such meeting.
40. Membership Dues. The IOCE
will establish annual membership dues to cover its operating costs
and to maintain its independence. The IOCE will endeavour to keep
these costs to a minimum. Each member of the IOCE (Full, Associate,
Institutional Partner and Affiliated Group members) will pay dues
as determined by the board of trustees, in accordance with guidelines
established by the Full members. Criteria will include, for example,
the ability to pay and the number of duly registered members in
that evaluation society, association or network. In exceptional
circumstances, dues may be waived completely in situations where
dues would put the member at risk.
MEMBERS' MEETINGS
41. Time and Place of Meetings.
Subject to compliance with Section 102 of the Act, the annual
meeting of the members shall be held on such day in each year
and at such time as the trustees may determine at any place within
Canada or, if a majority of the members so agree, outside Canada.
42. Annual Meetings. At every
annual meeting, in addition to any other business that may be
transacted, the report of the trustees and the working committees,
the financial statements and the report of the auditors shall
be presented and the trustees shall be elected and auditors appointed
for the ensuing year. The members shall also approve the level
of membership dues for the ensuing year and shall consider the
IOCE’s Working Objectives, Plan of Action and financial
budget for ratification. The members may consider and transact
any business either special or general at any meeting of members.
The board of trustees shall establish the agenda
for every annual meeting. In doing so it shall pay due note to
matters submitted for inclusion by members of the IOCE, including
Full Members, Associate Members and Institutional partners.
Matters not included on the agenda of an annual
meeting shall, if supported by two-thirds of the members present
and entitled to vote, be added to the agenda for the meeting.
43. Special Meetings. Other meetings
of the members may be convened by order of the President or the
Vice-President at any date and time and at any place within Canada
or, if a majority of the members so agree, outside Canada. The
board of trustees shall call a special general meeting of members
on written requisition of members carrying not less than 51% of
the voting rights. The written request from members must state
the purpose of the extraordinary meeting and shall be served on
the Secretary, who shall convene the meeting within 30 days of
receipt.
44. Notice. Thirty (30) days (exclusive
of the day on which the notice is delivered or sent but inclusive
of the date for which the notice is given) notice of any annual
or special general meeting of members shall be provided to members
of the IOCE by any of the following means:
(a) by mail;
(b) by electronic means such as e-mail or facsimile;
(c) by notice published in a regular newsletter
of the IOCE which is sent to each member of the IOCE individually;
Notice of any meeting where special business will
be transacted should contain sufficient information to permit
the member to form a reasoned judgment on the decision to be taken.
Notice of each meeting of members must remind the member that
the member has the right to vote by proxy.
45. Waiver of Notice. A member
and any other person entitled to attend a meeting of members may
in any manner waive notice of a meeting of members and attendance
of any such person at a meeting of members shall constitute a
waiver of notice of the meeting except where such person attends
a meeting for the express purposes of objecting to the transaction
of any business on the grounds that the meeting is not lawfully
called.
46. Error or Omission in Giving Notice.
No error or omission in giving notice of any annual or special
meeting or any adjourned meeting of the members of the IOCE shall
invalidate any resolution passed or any proceedings taken at any
meeting of members.
47. Quorum. A quorum at any meeting
of the members (unless a greater number of members and/or proxies
are required to be present by the Act or by the Letters Patent
or any other By-law) shall be ten (10) members present in person
or if authorized under paragraphs 51 and/or 52 present by telephone
or electronic means. No business shall be transacted at any meeting
unless the requisite quorum is present at the time of the transaction
of such business. If a quorum is not present at the time appointed
for a meeting of members or within such reasonable time thereafter
as the members present may determine, the persons present and
entitled to vote may adjourn the meeting to a fixed time and place
but may not transact any other business and the provisions of
paragraph 59 with regard to notice shall apply to such adjournment.
48. Chair of the Meeting. In the
event that the President and the Vice-President are absent, the
persons who are present and entitled to vote shall choose one
of their number to be chair.
49. Adjournment. The chair of
any meeting of members may with the consent of the members present
at the meeting adjourn the same from time to time to a fixed time
and place and no notice of such adjournment need be given to the
members. Any business may be brought before or dealt with at any
adjourned meeting which might have been brought before or dealt
with at the original meeting in accordance with the notice calling
the same.
50. Voting of Members. At all
meetings of the members, every question shall be determined by
a majority of votes unless otherwise specifically provided by
the Act or by these By-laws. In the case of an equality of votes
the chair of the meeting shall both on a show of hands and at
a poll have a second or casting vote in addition to the vote or
votes to which the chair may be otherwise entitled.
At any meeting unless a poll is demanded a declaration
by the chair of the meeting that a resolution has been carried
or carried unanimously or by a particular majority or lost or
not carried by a particular majority shall be conclusive evidence
of the fact.
The nominated representative of each Full Member
attending the annual meeting shall be entitled to a single vote,
even if other representatives of Full member organisations attend
the annual meeting.
A poll may be demanded either before or after any
vote by any person entitled to vote at the meeting. If at any
meeting a poll is demanded on the election of a chair or on the
question of adjournment it shall be taken forthwith without adjournment.
If at any meeting a poll is demanded on any other question or
as to the election of trustees, the vote shall be taken by ballot
in such manner and either at once, later in the meeting or after
adjournment as the chair of the meeting directs. The result of
a poll shall be deemed to be the resolution of the meeting at
which the poll was demanded. A demand for a poll may be withdrawn.
51. Meetings by Teleconference.
If a majority of the members of the IOCE consents (either at a
meeting of members by simple resolution or by consents signed
individually by a majority of the members), a meeting of members
of the IOCE may be held by teleconference.
52. Meetings by Other Electronic Means.
The members of the IOCE may meet by other electronic means that
permits each member to communicate adequately with each other,
provided that:
(a) the board of trustees of the IOCE has passed
a resolution addressing the mechanics of holding such a meeting
and dealing specifically with how security issues should be
handled, the procedure for establishing quorum and recording
votes;
(b) each member has equal access to the specific
means of communication to be used;
(c) each member has consented in advance to meeting
by electronic means using the specific means of communication
proposed for the meeting.
53. Written Resolutions. Except
where the Act requires a meeting of members with respect to the
matter to be voted on by the members, a resolution in writing,
signed by 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. A majority vote of the members shall be required to
approve any matter that can be voted on by written resolution.
54. Mail Ballots. Except where
the Act requires a meeting of members with respect to the matter
to be voted on by the members, a mail ballot may be used by members
entitled to vote on that resolution at a meeting of members and
any decision made by the members in this manner is as valid as
if it had been passed at a meeting of members. Where a notice
of meeting states that the members may vote by mail ballot, the
form of mail ballot shall be attached to the notice of meeting
and the notice shall specify that the mail ballot must be completed,
signed by the member and received by the Secretary of the IOCE
(at the address specified) by a date specified in the notice if
the member wishes to record his or her vote. Any votes received
by mail ballot after that time shall not be counted for the purposes
of the meeting. A majority vote of the members shall be required
to approve any matter that can be voted on by means of a mail
ballot. Subject to the provisions of this paragraph, a vote by
mail ballot may also take place by electronic mail transmission.
55. Proxies. Each Full member
present at a meeting shall have the right to exercise one vote.
Votes at meetings of the members may be exercised by the voting
delegate authorized by the member to represent it at meetings
of members of the Corporation or by proxy.
A proxy shall be executed by the member or the
member’s attorney authorized in writing and shall specify
the matter on the agenda for which the proxy is given.. Written
proxies must be received by the Secretary no later than seven
(7) days before the date of the annual meeting of members.
A person appointed by proxy must be a member.
A proxy may be in the following form:
The undersigned member of * * *
hereby appoints _________ of _________ or failing the person appointed
above, _________ of _________ as the proxy of the undersigned
to attend and act at the meeting _________ of the members of the
said corporation to be held on the _____ day of _________, 20
___, and at any adjournment or adjournments thereof in the same
manner, to the same extent and with the same power as if the undersigned
were present at the said meeting or such adjournment or adjournments
thereof.
DATED the _____ day of ________, 20 .
_________________________________
Signature of Member
The trustees may from time to time make regulations
regarding the lodging of proxies at some place or places other
than the place at which a meeting or adjourned meeting of members
is to be held. The chair of any meeting of members may, subject
to any regulations made as aforesaid, in the chair’s discretion
accept electronic or written communication as to the authority
of any person claiming to vote on behalf of and to represent a
member notwithstanding that no proxy conferring such authority
has been lodged with the IOCE, and any votes given in accordance
with such electronic or written communication accepted by the
chair of the meeting shall be valid and shall be counted.
EXECUTION OF INSTRUMENTS
56. Execution of Instruments.
All documents, including deeds, assignments, contracts and obligations
(“documents”) requiring the signature of the IOCE
may be signed by any two (2) of its officers and such documents
in writing so signed shall be binding upon the IOCE without any
further authorization or formality. The board of trustees shall
have power from time to time by resolution to appoint any other
person or persons on behalf of the IOCE either to sign contracts,
documents and instruments in writing generally or to sign specific
contracts, documents or instruments in writing. The seal of the
IOCE when required may be affixed to any instruments in writing
signed as aforesaid or by any officer or officers appointed by
resolution of the board of trustees.
BANKING AND FINANCIAL ARRANGEMENTS
57. Banking. The banking business
of the IOCE shall be transacted at such bank, trust company or
other firm or corporation carrying on a banking business in Canada
or elsewhere as the board of trustees may designate, appoint or
authorize from time to time by resolution. The banking business
or any part thereof shall be transacted such officers and/or other
persons as the board of trustees may by resolution from time to
time designate, direct or authorize.
58. Finances. The board of trustees
shall determine and approve specific financial policies and procedures
governing all aspects of the IOCE’s revenues and expenditures.
This set of financial policies and procedures will serve as a
guide for all financial activities of the IOCE, including its
board of trustees, executive committee and its working committees.
NOTICES
59. Service. Subject to paragraph
44 of this By-law regarding notices to members of any annual or
special general meetings of members, any notice or other document
required by the Act, the Regulations, the Letters Patent or the
By-laws to be sent to any member or trustee or to the auditor
shall be:
(a) delivered personally,
(b) sent by prepaid mail, or
(c) sent by electronic means such as e-mail or
facsimile
at such person’s latest address as shown
in the records of the IOCE and to the auditor at its business
address, or if no address be given therein then to the last address
of such member or trustee known to the Secretary; provided always
that notice may be waived or the time for the notice may be waived
or abridged at any time with the consent in writing of the person
entitled thereto.
60. Signature to Notices. The
signature of any trustee or officer of the IOCE to any notice
or document to be given by the IOCE may be written, stamped, typewritten
or printed or partly written, stamped, typewritten or printed.
61. Computation of Time. Where
a given number of days' notice or notice extending over a period
is required to be given under the By-laws or Letters Patent of
the IOCE the day of service or posting of the notice shall not,
unless it is otherwise provided, be counted in such number of
days or other period.
62. Proof of Service. With respect
to every notice or other document sent by mail, it shall be sufficient
to prove that the envelope or wrapper containing the notice or
other document was properly addressed as provided in paragraph
59 of this By-law and mailed at a post office or mail box. With
respect to any notice or other document sent by electronic means,
it shall be sufficient to produce the electronic confirmation
that the notice or other document was sent electronically. A certificate
of an officer of the IOCE in office at the time of the making
of the certificate as to facts in relation to the sending or delivery
of any notice or other document to any member, trustee, officer
or auditor or publication of any notice or other document shall
be conclusive evidence thereof and shall be binding on every member,
trustee, officer or auditor of the IOCE as the case may be.
RULES AND REGULATIONS
63. Rules and Regulations. The
board of trustees may prescribe such rules and regulations not
inconsistent with the By-laws relating to the management and operation
of the IOCE and other matters provided for in these By-laws as
they may deem expedient, provided that such rules and regulations
shall have force and effect only until the next annual meeting
of the members of the IOCE when they shall be confirmed and in
default of confirmation at such annual meeting of members shall
at and from that time cease to have force and effect.
BY-LAWS
64. By-laws. The board of trustees
may from time to time enact By-laws relating in any way to the
IOCE or to the conduct of its affairs, including, but not limited
to, By-laws providing for applications for supplementary letters
patent, and may from time to time by By-law amend, repeal or re-enact
the By-laws but no By-law shall be effective until sanctioned
by at least two-thirds (2/3) of the votes cast at a meeting of
the members duly called for the purpose of considering same and
the repeal or amendment of By-laws not embodied in the Letters
Patent shall not be enforced or acted upon until the approval
of the Minister of Industry in respect thereof has been obtained.
AUDITORS
65. Auditors. The members shall
at each annual meeting appoint an auditor to audit the accounts
of the IOCE for report to members who shall hold office until
the next following annual meeting; provided, however, that the
trustees may fill any casual vacancy in the office of the auditor.
The remuneration of the auditor shall be fixed by the board of
trustees.
FINANCIAL YEAR
66. Financial Year. The financial
year of the IOCE shall terminate on the 31st day of December in
each year or on such other date as the trustees may from time
to time by resolution determine.
ENACTED this day
of ,
2004.
WITNESS the seal of the IOCE.
President
Secretary |
