Constitution and By-Laws

CIPS Constitution and By-Laws

TERMINOLOGY

"Affiliate Society" means an IT organization with which the society has entered into agreement for the purposes of its Members applying for and holding the certified Member designation.

"Annual General Meeting" means the annual meeting of the Members.

"Canadian Council of Information Technology Professionals" means the National Board of Directors for the Society.

"CCITP" means the Canadian Council of Information Technology Professionals.

"Certification" means demonstrating a prescribed level of knowledge and skill by meeting a set of criteria determined by the Society.

"Chair" means the person selected by the Council to fulfill the office of chair of the Canadian Council of Information Technology Professionals (CCITP).

"Chair of the Executive Council" means the person selected by the Executive Council to lead the Executive Council in all deliberations and to exercise overall governance of executive functions.

"Chief Staff Officer" means the senior staff person employed by the Society.

"CIPS" means the Canadian Information Processing Society.

"Council" means the Canadian Council of Information Technology Professionals (CCITP) or the governing body of the Society.

"Council Meeting" means a duly called meeting of the Canadian Council of Information Technology Professionals (CCITP).

"Council Minute" means the official record of a Council Meeting.

"Council of Directors" means the Canadian Council of Information Technology Professionals (CCITP) or the governing body of the Society.

"Director" means National Director.

"Executive Council" means the Executive Committee, the body of Directors and senior staff selected by the Council and Chief Staff Officer to manage the affairs of the Society.

"Fellowship Electoral Committee" means the group of Fellows who solicit and consider nominations for the Fellow class.

"IT" means information technology.

"Member" means an individual who has applied for membership in the Society and whose membership dues remain current.

"National" means the federal incorporated Society.

"National Director" means the Member selected by Provincial Societies or the Canadian Council of Information T Technology Professionals (CCITP), to serve on the Council.

"National Office" means the central administrative office of the Society.

"Nominating Committee" means the group of Members responsible for identifying Members to stand for election to serve on the Council.

"Officers" means elected or paid senior staff holding positions of authority in the Society.

"Other Governing Bodies" means the elected officials of IT professional organizations (excluding Affiliate Societies) with which the Society has entered into an agreement to establish a member partnership.

"President" means the chief elected officer of an "Other Governing Body" or a "SIG".

"Provincial Society/Associations" means the provincially incorporated societies or associations bearing the CIPS name and constituted to manage professional standards in accordance with Provincial laws and with National Standards as defined by the Society.

"Re-certification" means demonstrating that the knowledge and skill for "Certification" has been maintained by meeting a set of criteria determined by the Society.

"Seal" means the official corporate legal mark of the Society.

"Secretary-Treasurer" means the recording and chief financial officer.

"SIG" means a Special Interest Group.

"SIG Board of Directors" means the elected governing body for a Special Interest Group.

"SIG Executive" means the group of SIG members and/or staff responsible for the management of the SIG.

"Society" means the federally incorporated "Canadian Information Processing Society (CIPS)".

"Special General Meeting" means a meeting of the Members which is in addition to the Annual General Meeting.

"Special Interest Group" means an organization separately constituted to serve the interests of a specified area of IT.

ARTICLES OF INCORPORATION

ARTICLE I - Name
The Society shall be called the "Canadian Information Processing Society - L'Association Canadienne de l'Informatique", hereinafter referred to as the "Society".

ARTICLE II - Objects
The objects of the Society shall be:

To advance the theory and practice of information processing in Canada;
To promote the free interchange of information about the theory and practice of information processing in Canada and elsewhere;
To determine, develop and maintain the integrity and competence of individuals active in information processing in Canada;
To establish a public awareness of the potential impact of information systems and to protect the public and individuals against the misuse of information systems.

The Society may perform such functions and engage in such activities as may be necessary or incidental to the achievement of the general objectives of the Society noted above; such as, sponsoring conferences, publishing papers and journals, establishing liaison with similar organizations inside and outside Canada, promoting education and training programs, establishing information networks for the exchange and dissemination of information, creating Local Sections and supporting Special Interest Groups within the framework of the Society.

ARTICLE III - Members
Membership in the Society shall be open to those actively engaged in or interested in the administration, practice, teaching or study of information processing. The Society may establish categories or classes of membership and other forms of affiliation and criteria for belonging to each. In the Constitution and By-Laws, wherever the masculine gender occurs, the feminine gender is equally intended.

ARTICLE IV - Structure & Operations
The operations of the Society may be carried on throughout Canada and elsewhere. The Society shall be structured so as to have a National Board of Directors whose primary function shall be to establish policies and priorities of the Society; and an Executive Committee whose primary function shall be the supervision and the management of the Society. The Society shall establish and maintain a National Office at such location as may be determined by the National Board of Directors.

ARTICLE V - Financial Functions
The National Board of Directors, hereinafter called the National Board, may by by-law authorize and empower certain Members of the Executive Committee to:

borrow money upon the credit of the Society,
limit or increase the amount borrowed,
issue debentures or other securities of the Society,
pledge or sell such debentures or other securities for such sums and at such prices as may be deemed expedient, and
secure any such debentures or other securities or any other present or future borrowing or liability of the Society, by mortgage, charge or pledge of all or any currently owned or subsequently acquired real and personal, moveable and immovable property of the Society.

Nothing herein limits or restricts the borrowing of money or bills of exchange or promissory notes made, drawn, accepted or endorsed by or on behalf of the Society.

ARTICLE VI - Non-Profit Activities
The Society shall carry on its operations without pecuniary gain to its Members and any profits or other accretions shall be used to promote the objects of the Society. In the event of the dissolution or winding-up of the Society, all its remaining assets other than those that it holds in trust shall, after payment of its liabilities, be distributed to one or more similar charitable organizations in Canada at the discretion of the National Board.

ARTICLE VII - Meeting of Members
The Members shall meet at least once each calendar year at which time the Members shall receive and consider the Annual Report of the National Board and conduct statutory and such other business as may be properly brought before the meeting.

ARTICLE VIII - Meetings of the National Board
The National Board shall meet at least once a year to approve budgets, establish financial controls, respond to recommendations and initiatives of the Members, advise and consent to the report of the President on the operations of the Society, and conduct such further business as may be necessary. The National Board shall meet on other occasions at the call of the President, or any three National Board Members, to deal with the orderly conduct of business properly brought before the meeting. At any meeting of the National Board, any two Executive Committee Members, together with any other five Directors, shall constitute a quorum.

ARTICLE IX - Code of Professional Ethics
The Society shall adopt, publish, maintain and support a code of professional ethics and conduct which shall be binding on all Members of the Society.

ARTICLE X - Amendments to Constitution

a. The Constitution of the Society may be amended or repealed following a formal written (electronic or mail) proposal of amendment originating from the National Board or by written (electronic or mail) petition to the National Board signed by at least ten Active, Certified, or Members-at-Large Members in good standing.

The proposed amendment(s), after review by the National Board, will be submitted to the Society Members by mail at least six weeks prior to the next Annual General Meeting, along with a ballot to be returned by mail to the National Office.
All ballots received at the National Office up to an announced date (not less than three weeks before the next Annual General Meeting) will be tabulated and reported to the Annual General Meeting, as well as, printed in the appropriate CIPS publication(s). An affirmative vote of two-thirds of the eligible ballots returned will be required to pass the amendment(s) with a quorum of at least one-third of eligible Members returning ballots.
Amendment(s) to the Constitution shall not be enforced nor acted upon until the approval of the Minister of Consumer and Corporate Affairs has been obtained.

ARTICLE XI - By-Laws
The By-laws of the Society shall be those filed on the 7^th day of May 2008 until repealed or replaced, amended, altered or added to. The National Board shall have the authority to interpret the By-laws. The amendment procedure to be followed is set down in the relevant By-Law. Amendments to the By-Laws will be adopted and in force as soon as the votes are tabulated and reported to the National Board.

BY-LAWS

BY-LAW NO. 1 Membership - Classes, Rights, Privileges, and Obligations

(a) There are four classes of membership: Fellow, Regular, Student and Associate. Each Member of the Society belongs to one of these classes, as described below in (b), (c), (d) and (e) respectively. In addition, the Society may grant any or all of the following privileges: Certified, Honourary, Retired and Candidate as described below in (f), (g), (h) and (i) respectively.

(b) Fellow: This class shall be open to those who have been recognized by their peers as having contributed significantly to information technology and/or the profession in Canada or elsewhere. Each Fellow Member shall have the right to vote and hold elective office, subject to the qualifications for that office and each shall have the same rights and obligations, except as provided under (c), (d) and (e).

(c) Regular: This class shall be open to those engaged or interested in the practice, administration, teaching or study of information processing. Each Regular Member shall have the right to vote and hold elective office, subject to the qualifications for that office and each shall have the same rights and obligations, except as provided under (b), (d) and (e).

(d) Student: This class shall be open to any student registered full-time in a recognized educational institution, as recognized from time to time by the CCITP. No Student Member shall have the right to vote or hold elective office, and each Student Member shall have the same rights and obligations, except as provided under (b), (c), (e), (f), (g), (h) and (i).

(e) Associate: This class shall be open to Members in good standing of a professional technology association that has a current affiliate agreement with the Society. No Associate Member shall have the right to vote, hold elective office or to receive the benefits of Regular Members.

(f) Certified: This privilege shall be open to each Member who meets the requirements for Certification. Certification and Re-certification requirements are established from time to time by the CCITP in consultation with the Provincial Societies.

(g) Honourary: This privilege shall be open to any Fellow or Regular Member who has made an outstanding contribution to information processing in Canada. Honorary Members shall have their annual membership dues permanently waived.

(h) Retired: This privilege shall be open only to Fellow and Regular Members who have retired and have been Members of the Society for at least ten years, five years of which have been continuous prior to the date of retirement. Retired Members may retain this privilege only so long as they are not remunerated for any information-processing-related work. Retired Members, if Certified, need not meet the requirements for Re-certification. However, Certified Members who come out of retirement automatically lose their Certified privilege; to be Certified they must re-apply for Certification under the requirements in effect at the time of re-application.

(i) Candidate Membership: This privilege shall be open to Members in good standing who are pursuing Certification but have not yet completed the experience requirements. To be eligible, Members need to have met the certification education eligibility criteria. Candidate Members must show confirmation of intent to pursue Certification on an annual basis.

BY-LAW NO. 2 Membership - Election and Resignation

(a) Candidates for Fellow Membership may be nominated by a Regular or Fellow Member to be considered for election by the Fellowship Electoral Committee as a Fellow Member. The Fellowship Electoral Committee will be comprised of Fellow Members.

(b) Any person may apply to become a Regular Member of the Society through the Provincial Society for the province in which the applicant resides or works. The Member will belong to the appropriate class with rights and privileges in that Provincial Society according to the rules of that Provincial Society. Applicants not currently resident or working in Canada will select a Provincial Society for membership.

(c) Any Fellow, Regular or Associate Member may apply to become a Certified Member by written (electronic or mail) application to their Provincial Society. Upon meeting the requirements for Certification, the Member shall be certified. Associate Members must maintain their membership in an affiliate organization or apply to become Regular Members to maintain their Certification.

(d) Any full-time student may apply to become a Student Member of the Society by written (electronic or mail) application. This application shall be supported by the recommendation of one Regular Member and by a representative of the applicant's educational institution. All new Student Members will become a Student Member of the Provincial Society for the Province in which they reside or the Province in which their educational institution operates.

(e) Any member of a professional technology association that the Society has a current affiliate agreement with may apply to become an Associate Member by written (electronic or mail) application. All Associate Members may receive a copy of the current Constitution and By-Laws of the Society.

(f) Submission of candidates for Honorary Member privilege may be made by any Fellow or Regular Member in good standing and all such submissions shall require the unanimous approval of the CCITP.

(g) Members may resign by submitting a written (electronic or mail) resignation to the National Office. A Member who resigns shall not be entitled to any refund or further Certified Member privileges.

(h) Any Member may be dropped from the roll of membership for just and sufficient cause by a two-thirds majority vote of the CCITP. However, before such recommendations are put to a vote of the CCITP, the Member must be notified by letter of the contemplated action and must be given adequate opportunity to make representation in person, in writing, or through an authorized representative, to the CCITP.

(i) Any Fellow or Regular Member, may apply for the Retired Member privilege by written (electronic or mail) application. A Retired Member who returns to full-time employment will cease to be eligible for this privilege and will revert to being a Fellow or Regular Member, with such time spent as a Fellow or Regular Member counting toward that Retired Member privilege when applying again for the privilege.

BY-LAW NO. 3 Membership - National Funding

(a) Financial commitment is required from each of the Provincial Societies to provide full funding of the National Standards, Accreditation Process and other services provided by the National Society to maintain the advancement of IT professionalism across Canada.

(b) This financial commitment will be outlined in contractual agreements, which may be made from time-to-time, between the Boards of the Provincial Societies and the CCITP and will detail how the commitment is to be apportioned across the membership of each Provincial Society.

(c) Any further optional financial commitments to support any other services, not seen as mandatory to the aims and goals of the society, such as membership administration, marketing, event management etc. could also be placed in this contractual agreement but would be separately itemised and may be apportioned by the agreement across a different demographic population of members.

BY-LAW NO. 4 Canadian Council of Information Technology Professionals (CCITP) - Composition

(a) The Council of Directors shall consist of the:

Chair
National Directors (1 from each Province)
National Directors (2 selected by the CCITP)
Chief Staff Officer (ex-officio)
Other Officers of the Society as chosen by the Chair in consultation with the CCITP (ex officio)

Ex-officio Members shall not be entitled to cast a vote at CCITP meetings.

(b) Each Provincial Society will select a National Director from its membership. This National Director shall be responsible for representing their Provincial Society in discussion and resolutions at the CCITP, and for representing the CCITP in their Provincial Society.

Members in the Yukon Territory will be represented by CIPS British Columbia. Members in the Northwest Territories will be represented by CIPS Alberta. Members in Nunavut will be represented by CIPS Newfoundland and Labrador.

(d) The selection and tenure of all Members of the CCITP shall be in accordance with By-Law No. 5

(e) All members of the CCITP must be Fellow or Regular Members of the Society

(f) In the event that a National Director is unable to participate in a meeting, a proxy with the full rights of that National Director may be granted by the appropriate Provincial Society to a suitably qualified Member who is able to participate. The proxy may be granted to another CCITP member, with the proviso that no one CCITP member or proxy holder may hold more than two votes.

BY-LAW NO. 5 Election and Tenure of the CCITP

(a) The CCITP shall appoint a member of the CCITP to fill the position of Chair-elect. The Chair-elect will become Chair at the close of the next Annual General Meeting. In accepting their appointment as Chair-elect, the member of the CCITP will resign their National Director position effective at the close of that Annual General Meeting.

(b) The Chair shall hold office for a minimum of one year and not more than six consecutive years.

(c) In the event of a vacancy occurring in the office of the Chair, the CCITP shall appoint a member of the CCITP to fill the position of Chair. In accepting their appointment as Chair, the member of the CCITP will resign their National Director position effective upon assuming the office of the Chair.

(d) In the event of a vacancy occurring among the National Directors selected by the CCITP, the CCITP may appoint a replacement to hold office for the unexpired portion of the term.

(e) In the event of a vacancy occurring among the National Directors selected by the Provincial Societies, the relevant Provincial Society shall select a replacement.

(f) The National Directors selected by the CCITP shall hold office for two years, one being selected each year.

(g) The National Directors selected by the Provincial Societies shall hold office for a term decided by their Provincial Society. This term will usually be not less than two years.

(h) National Directors may stand for re-election at the expiration of their term of office.

(i) The Chair shall appoint a Nominating Committee. Any person running for office on the CCITP is not eligible to serve on the Nominating Committee.

(j) The Nominating Committee shall be responsible for preparing a list of CCITP positions, including the Chair, which will fall vacant at the next Annual General Meeting and for preparing a list of candidates for those positions. This list shall contain the following names: the candidates for the position of Chair, at least two candidates for the position of National Director to be selected by the CCITP, and the Provincial Society nominee for each vacancy among their selected National Directors. This list shall be accompanied by the written (electronic or mail) consent of the nominees and shall be submitted to the CCITP no later than four weeks prior to the Annual General Meeting.

(k) National Directors will be notified of a meeting to vote on the nominations, not less than two weeks before such meeting.

(l) CCITP members will vote on the nominations at the designated CCITP meeting. Votes cast (in person, or electronically or by mail) shall be counted by scrutineers appointed by the Chair. The scrutineers shall report the results of the election to the Chair who shall advise the new CCITP members of their election prior to the Annual General Meeting.

(m) If there is only one nominee for a vacant position, the nominee shall be deemed to be elected by acclamation.

(n) The Chair shall announce the names of the elected candidates to the Annual General Meeting and shall introduce the incoming Chair.

(o) Except as provided for otherwise in By-Law No. 5, the terms of office of all members of the CCITP begin and end at the close of the appropriate Annual General Meeting.

(p) All members of the CCITP must be different persons. A member of the CCITP is permitted to hold not more than one proxy for another CCITP member.

(q) Any member of the CCITP may be removed from office, for just and sufficient cause, by a two-thirds majority vote of all other members of the CCITP. Before any action to remove a CCITP member is taken, they shall be notified in writing of the proposed action, and the reasons therefore, and shall be given an opportunity to make submissions to the CCITP in writing, in person, or through a representative.

(r) The National Directors shall serve as such without remuneration and no National Director shall directly or indirectly receive any profit from their position as such; provided that National Directors may be paid reasonable expenses incurred by them in the performance of their duties. Nothing herein contained shall be construed to preclude any National Director from serving the corporation as an officer or in any other capacity and receiving compensation for those services.

BY-LAW NO. 6 The Executive Council

(a) The Executive Council shall consist of:

i. Two or more members of the CCITP chosen by the Chair in consultation with the CCITP
ii. The Chief Staff Officer
iii. Other Officers of the Society as chosen by the Chair in consultation with the CCITP

The Executive Council shall choose a chair from amongst its members.

All members of the Executive Council will be entitled to cast votes at meetings of the Executive Council.

BY-LAW NO. 7 Management of the Society

(a) The CCITP shall be responsible for establishing priorities by recommending long-term strategies and programs, for determining the terms of reference of standing committees, for appointing official representatives to other organizations with which the Society liaises and for all matters of policy affecting the Society.

(b) The Executive Council shall be responsible for carrying out the policies laid down by the CCITP and for supervising the management of the Society.

(c) Without restricting the generality of By-Laws No. 7 (a) and (b), the respective duties of the members of the Executive Council of the Society shall include the following:

Chair - The Chair shall:

Preside at the Annual General Meeting and at all meetings of the CCITP ;
Appoint chairpersons to all Standing Committees;
Be ex-officio, a member of all Standing Committees;
Appoint the Society's official representative to the International Federation for Information Processing, IFIP and to the Institute for the Certification of Computing Professionals, ICCP.

Chair of the Executive Council - The Chair of the Executive Council shall:

Exercise the overall governance of executive functions of the Society;
Preside at meetings of the Executive Council;

Secretary-Treasurer - The Secretary-Treasurer shall:

Attend all meetings of the Executive Council and the CCITP and all General Meetings of the Society to see that the proceedings are recorded;
Conduct the official correspondence of the Society, including that required in connection with National Elections;
Keep complete records and prepare material and agendas of all meetings as directed by the President;
Maintain at the National Office a list of all Members of the Society;
Be custodian of all official property and financial records of the Society;
Be responsible for the collection of all monies, keep complete accounts, arrange for payment of all approved indebtedness of the Society and keep proper vouchers for such payments, and shall submit an audited Annual Financial Report, and any other financial reports required by the CCITP.

The Executive Council shall deputize the Chief Staff Officer to fulfill the responsibilities of the Secretary-Treasurer.

The duties and responsibilities of the individual offices of the Executive Council may be further defined or described in policy or procedure documents approved by the CCITP from time to time.

(d) The CCITP shall be responsible for the establishment and continued support of a National Office to serve the needs of the Society and such other groups as the CCITP may determine. The National Office shall be located in such place as may be determined by the CCITP.

(e) There will be a Chief Staff Officer who shall be the senior staff person and shall be a paid employee of the Society and shall be retained by the CCITP. The terms and conditions of employment of the Chief Staff Officer shall be determined by the CCITP. The Chief Staff Officer shall: be responsible for the general administration of the affairs of the Society in accordance with the policies set by the CCITP and Executive Council; have the power and authority to hire and fire employees of the National Office, and to establish compensation and terms of employment for National Office personnel within the approved budget guidelines; normally attend meetings of the CCITP and Executive Council; be ex-officio a member, without vote, unless otherwise specified, of all committees and the CCITP; and be permitted to delegate to senior staff within the National Office those roles and responsibilities which shall be authorized from time to time by the CCITP.

(f) Committees - The CCITP may establish committees which shall be responsible for investigation, reporting, formulation and recommendation of policy, implementation and advisory functions in regard to general areas or specific functions or concerns as designated by the CCITP. The membership, scope, term of office and other characteristics of the committees shall be as approved by and set out in policy or procedural guides approved by the CCITP.

Notwithstanding any of the foregoing and notwithstanding any statement or specification to the contrary, wheresoever made, whether express or implied, all members of committees established by the CCITP serve and hold such office at the pleasure of the CCITP.

(g) Councils - There may be established councils with such mandates as shall be approved by the CCITP. The structure, membership, role, authority and operation of the councils shall be as approved from time to time by the CCITP.

Notwithstanding any of the foregoing and notwithstanding any statement or specification to the contrary, wheresoever made, whether express or implied, all members of councils established by the CCITP serve and hold such office at the pleasure of the CCITP.

BY-LAW NO. 8 Financial Controls

(a) The fiscal year of the Society shall be from July 1st to June 30th.

(b) The CCITP may utilize the funds of the Society in any way which will further the objects of the Society.

(d) The CCITP may modify the budget at any meeting duly called whereby notice of a proposed amendment was contained in the notice of this meeting.

(e) The Executive Council may spend the funds of the Society in accordance with the budget.

(f) The Executive Council may modify or alter the budget at any Executive Council meeting duly called, whereby notice of a proposed amendment was contained in the notice of the meeting and provided the modification will not affect the total budget for the Society.

(g) Delegation - The CCITP may from time to time delegate to one or more members of the Executive Council of the Society, all or any of the powers conferred on the CCITP by this By-Law, to such extent and in such manner as the CCITP shall determine at the time of each such delegation.

(h) The banking business of the Society including, without limitation, the borrowing of money and giving of security therefore, shall be transacted with such banks, trust companies or other bodies corporate or organizations as may from time to time be designated by or under the authority of the CCITP. Such banking business or any part thereof, shall be transacted under such agreement, instructions and delegations of powers as the CCITP, may from time to time prescribe or authorize. The designation of signing Officers and their authority and limitations shall be covered by a CCITP Minute passed at a duly convened CCITP Meeting.

(i) Deeds, transfers, assignments, contracts, obligations, certificates and other instruments may be signed on behalf of the CCITP by any two designated members of the Executive Council. Deeds, transfers, assignments, contracts, obligations, certificates and other instruments to be executed by the Society in the normal course of business and not exceeding $30,000 in value may be signed on behalf of the Society by the Chief Staff Officer. In addition, the CCITP may from time to time direct the manner in which, and the person or persons by whom, any particular instrument may or shall be signed. Any signing Officer may affix the corporate seal to any instrument requiring the same.

(j) The National Office may enter into contractual arrangements with Special Interest Groups and other groups for services which may be provided other than the collection of dues and maintenance of membership records. All such contractual arrangements must have prior approval of the CCITP.

(k) The Members shall at each Annual General Meeting appoint an auditor to audit the accounts of the Society and report thereon. The auditor shall hold office until the next Annual General Meeting provided that the Directors may fill any casual vacancy in the office of the auditor. The remuneration of the auditor shall be approved by the CCITP.

BY-LAW NO. 9 Meetings

(a) Members may hold meetings by teleconference or by other electronic means that permit Members to communicate adequately with each other.

(b) The Annual General Meeting of the Society shall be held between May 1st and October 31st to consider any matter brought before it, including a report from the outgoing CCITP and Chair and an audited financial report.

(c) Special General Meetings of the Society may be called by the CCITP and must be called on the written (electronic or mail) request of not less than 5% of the Fellow and Regular Members, which request must state the purpose of the meeting.

(d) A notice stating the place, day and hour of the Annual General Meeting or a Special General Meeting and the purpose for which the meeting is called shall be distributed to all Members not less that three weeks or more than six weeks before the date of the meeting. In the case of a Special General Meeting, discussion and voting must be limited to the subjects stated in the notice of meeting.

(e) The presence of 50 Regular and/or Fellow Members of the Society shall constitute the quorum for the transaction of business. In the absence of a quorum, the Members present will adjourn the meeting and further action to initiate another meeting or not, will be determined by the CCITP at their next meeting.

(f) Any item which must be dealt with by the Members may, if approved by the CCITP, be dealt with by a CCITP approved balloting process provided the Members are given complete information on the issue and provided the results of the balloting are published in the appropriate Society publication(s) and are tabled at the next scheduled meeting of the CCITP.

(g) The Executive Council shall meet in person, by telephone or other electronic means that permit adequate communication as often as is considered necessary and appropriate by the Chair of the Executive Council. At any meeting of the Executive Council any three members including the Chief Staff Officer shall constitute a quorum. Minutes of all meetings of the Executive Council shall be sent to each member of the CCITP.

(h) The CCITP shall meet in person or by telephone or other electronic means that permit adequate communication as required, but there shall not be less than two meetings annually. At any meeting of the CCITP, any two Executive Council members together with any five Directors shall constitute a quorum.

BY-LAW NO. 10 Conflict of Interest

(a) A Member who, either on their behalf or while acting for, with or through another, directly or indirectly:

i. Shall as soon as practicable disclose their interest in any contract or proposed contract with the Society,
ii. Shall not vote on any question with respect to the contract, proposed contract or other matter,
iii. If present at a meeting of the Society, or any committee thereof, at which the contract, proposed contract, or other matter is a subject of consideration, shall disclose their interest as soon as practicable and shall not vote on any question with respect to the contract or related matter,
iv. If present at a meeting of the Society, or any committee thereof, at which the contract, proposed contract, or other matter is a subject of consideration shall not speak to, or attempt to influence the voting on, any question related to the contract, proposed contract or related matter without first obtaining permission of the Chair, which shall be recorded in the minutes.

(b) The National Office, with prior Executive Council approval, may reimburse members of committees and others for reasonable expenses incurred as a result of attending approved committee meetings or in the performance of other approved functions where the committee member submits the appropriate request for reimbursement with receipts.

(c) The National Office, with prior Executive Council approval, may reimburse CCITP members for reasonable expenses incurred in attending meetings of the CCITP or any councils or committees or in attending to the affairs of the Society where the CCITP member submits the appropriate request for reimbursement with receipts.

BY-LAW NO. 11 The Corporate Seal

(a) The Society shall have a Seal which shall be affixed only in the presence of the appropriate Executive Council member or the Chief Staff Officer who shall attest to its use. The Seal shall at all times remain in the custody of the Chief Staff Officer.

(b) A document requiring certification by the Society will be deemed certified if signed by two Executive Council members or one Executive Council member and the Chief Staff Officer whether or not their signatures are under the Seal of the Society.

BY-LAW NO. 12 Provincial Societies and Other Governing Bodies

(a) Provincial Societies

i. The Society shall assist in the establishment of a Provincial Society in each Province. Provincial Society Members shall include anyone eligible for membership who submits an acceptable application form.
ii. The Constitution of each Provincial Society shall conform to the requirements of the relevant Provincial Legislation.
iii. The Provincial Society will be responsible for all local programs.

(b) Other Governing Bodies

i. The Society shall encourage the broadening of its membership base by establishing member partnerships with similar IT organizations governed by their own elected bodies.
ii. The objectives described in each Other Governing Bodies' Constitution and By-Laws shall be consistent with the objectives described in the Constitution and By-Laws of the Society.
iii. The President of each Other Governing Body shall forward an annual report to the Chief Staff Officer, accompanied by the most recent audited annual financial statement of the Other Governing Body.
iv. Termination of the association with an Other Governing Body and the Society shall be as agreed upon the agreement between the Other Governing Body and the Society.

BY-LAW NO. 13 Special Interest Groups

(a) A Special Interest Group (SIG) is a sub-unit of the Society formed because of the desire of certain Members to pursue significant long-term activities in a specialty which falls within the area of the Society's interest.

(b) Members of a SIG are not required to be Members of the Society.

(c) Each SIG shall report directly to the CCITP through the SIG Executive and Board of Directors who shall be responsible to the CCITP for all the actions of the SIG.

(d) A SIG may be approved and established by the CCITP upon receipt of a petition setting forth the objects of the SIG, the proposed management structure, the proposed schedule of activities for the coming year, the proposed budget, and such other information as may be deemed appropriate and necessary by the CCITP.

(e) No SIG shall become active until a formal written (electronic or mail) agreement between the CCITP and the SIG Executive and Board of Directors of the SIG has been executed setting forth financial obligations, reporting responsibilities, terms of reference, dues structure, review and evaluation procedures and timing, and such other items as the SIG and the CCITP deem appropriate. The support required from the National Office must be clearly documented to and approved by the CCITP before support is requested by the SIG Executive from the Chief Staff Officer.

(f) Each SIG group must elect a SIG Executive and Board of Directors; at least three of whom must be Members of the Society. The President and Secretary-Treasurer, will be responsible to ensure that no SIG activities are carried out that are not covered in the formal written (electronic or mail) agreement between the SIG and the CCITP.

(g) The President of each SIG, shall forward an annual report to the CCITP accompanied by the most recent audited annual financial statements of the SIG.

BY-LAW NO. 14 Constitutional Requirements for National Special Interest Groups

(a) The Constitution and By-Laws of Special Interest Groups shall contain provisions for the following matters, which provisions shall conform to the style and wording of the Constitution and By-Laws of the Society.

i. The name of the Special Interest Group, which shall be in accord with that of the Society.
ii. The objects of the Special Interest Group, which shall be in accord with those of the Society.
iii. Conditions for membership in the National Special Interest Group.
iv. Resignation from a Special Interest Group by a member shall include provision that resignation from the Special Interest Group does not release the individual from their obligations to the Society unless the Chief Staff Officer is informed in writing.
v. The Special Interest Group shall fix membership dues and notify the Chief Staff Officer, prior to June 1st each year.
vi. The SIG Executive and Board of Directors of the Special Interest Group shall clearly be responsible for the financing of Special Interest Group activities and for any debts or obligations incurred by that Special Interest Group.
vii. An audited financial statement for the Special Interest Group shall be submitted to the Chief Staff Officer prior to, or as soon after as possible, September 1st of each year.
viii. Establishment and amendment of the Constitution and By-Laws of the Special Interest Group must be consistent with the Constitution and By-Laws of the Society.
ix. A National Special Interest Group shall hold one or more meetings per year, including an Annual General Meeting which will be held during the April to October period. At the Annual General Meeting, a Treasurer's Report, including an audited financial statement for the Special Interest Group shall be presented and results of the election of the new SIG Executive and Board of Directors of the Special Interest Group shall be announced.

(b) The Special Interest Group's Constitution and By-Laws shall be adopted by the affirmative vote of two-thirds of the members present and eligible to vote at a properly convened meeting, subject to prior confirmation and acceptance by the CCITP.

(c) The Constitution and By-Laws of a Special Interest Group may be amended only following a proposal of amendment made by the Special Interest Group Board of Directors, by a petition to the SIG Board of Directors signed by at least five Special Interest Group members, or by a change to the CIPS National by-laws. The adoption of proposed amendments shall require the affirmative vote of at least two-thirds of the eligible members voting. Only such amendments shall be made as have been specified in the notice proposing the amendments.

Amendments require the approval of the CCITP before being implemented or enforced.

BY-LAW NO. 15 Affiliated Societies

(a) An Affiliated Society is an organization with which CIPS has a formal agreement of mutual benefit. CIPS shall have no constitutional or legal responsibility to an Affiliated Society outside of a written (electronic or mail) contractual agreement approved by a majority of the CCITP.

(b) Purposes of Affiliation are:

° To advance the state of Information Processing in Canada.
° To encourage constructive cooperation between societies with common interests.

To support and promote professionalism in Information Processing in Canada.

BY-LAW NO. 16 Indemnities to Directors

All Directors of the Society 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 Society, from and against:

(a) All costs, charges and expenses whatsoever that he sustained or incurred in or about any action, suit or proceeding that is brought, commenced or prosecuted against Directors, 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 he sustained or incurred in or about or in relation to the affairs thereof; except such costs, charges or expenses as are occasioned by their own wilful neglect or default.

BY-LAW NO. 17 Amendments to By-Laws

(a) The By-Laws of the Society may be amended or repealed following a formal proposal for amendment made by the CCITP or by written (electronic or mail) petition to the CCITP signed by at least fifty (50) Fellow or Regular Members in good standing.

(b) In accordance with the usual legal procedure, proposals to amend or repeal By-Laws may be approved by a simple majority vote of the CCITP.
Such By-Law amendments shall be valid on an interim basis only until the next Annual General Meeting when they must be confirmed by a simple majority vote of the Members present. Alternatively, the By-Law amendments can be confirmed at an earlier Special General Meeting called for that purpose.

(c) Amendment(s) to the By-Laws confirmed at any General Meeting will be reported upon at the earliest opportunity in the appropriate CIPS publication(s).

Constitution and By-Laws

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