Canadian Bye-Laws

INSTITUTE OF CHARTERED SHIPBROKERS CANADA BRANCH

 

BYE­-LAWS, RULES AND REGULATIONS

1. The Branch
2. The Branch shall be known as the Institute of Chartered Shipbrokers Canada Branch (hereinafter referred to as “The Branch”).
3. The Branch comprises of two Offices, one in Vancouver and one in Montreal.

2.Application

The Bye Laws, Rules and Regulations of the Institute of Chartered Shipbrokers (hereinafter called “The Institute”) as applicable and in force from time to time, except as hereinafter provided, shall apply to both Offices of the Branch equally. Words importing the singular include the plural and vice versa; and words importing a male person include a female person and a corporation.

3. Objectives

The objectives and purposes of the Branch are outlined below, and also guided by Article 2 of the Royal Charter of the Institute of Shipbrokers.

1. To bring about an association of Fellows, and Members of the Institute in Canada;
2.  To interview and report upon candidates seeking admission to membership of the Institute
3. To encourage students to study for and enter for the examinations of the Institute;
4. To assist the Institute, when so required, with the conduct of its examinations;
5. For the delivery of Lectures, Conferences and Meetings, and generally to collect, collate and publish information of service or interest to members of the Institute and the public at large;
6. To issue copies of papers and professional records from time to time to members of the Institute and to compile and revise lists and registers of Members,

4. Membership

4.1        The Membership of the Canada Branch shall consist of such persons as are members of the Institute of Chartered Shipbrokers (hereinafter referred to as “the Institute”) namely, Fellows (active or retired, life members), Members (active or retired or life members), or Honorary members, resident in any district in Canada and United States of America ( USA).

4.2        Every member shall uphold and comply with these Bye­ Laws and the Rules established by the Directors.

4.3        All members are in good standing except a member who has failed to pay, within one month of when due and payable, his current annual membership fee or any other subscription or debt due and owing by him to the Institute and he is not in good standing so long as the fee, subscription or debt remains unpaid one month after it has become due and payable.

5. Business of the Branch

The Business of the Branch shall be conducted by a Board of Directors (“the Board”) consisting of a Chair, Vice Chair, Secretary, Treasurer, Website Administrator, Student Liaison and East Coast representative  plus other officers as deemed appropriate plus other members for a maximum of nine persons if available and a minimum of seven, of whom five shall be considered a quorum. Members of the Board shall be elected at the Annual General Meeting. In the event that the number of candidates exceeds the positions available on the Board, selection shall be by means of a ballot. A Director shall be required to be a member in good standing of the Institute as qualification for his office.

6. Powers of the Board

The Board shall have the following powers:

1. To elect the Office of Chair on the Board (see Clause 12)
2. To appoint Sub­-Committee of such of its members and for such purposes and for such period of time as the Board may think fit and to coopt members of the Board to serve upon any Sub ­Committee. The Chair shall be an ex­-officio member of all Sub-­Committees.
3. Adopt a resolution passed by the majority.4
4. Assignment of roles5
5. Change rules as necessary

The board may resolve to invite additional members to assist on the board ,but not as voting members, at any time of the year.

7. Branch Year

• Finances will be submitted and audited by 31st May.
• The fiscal year of the Branch shall begin on 1^st
• The academic year of the Branch shall end on August 31^st.

 

8. Annual General Meeting

The Annual General Meeting of the Branch shall be held in Canada , within 45 days after the end of the Branch year and after 21 days’ notice thereof has been given to each member for the purpose of:

1. Presenting the Chair’s Report, audited Financial Statement and Audit Committee’s report and reports of Sub­Committee (s) if any.
2. Electing a Chair, Vice Chair, Secretary, Treasurer, Website Administrator, Student Liaison and East Coast representative for the ensuing year.
3. Appointing an internal audit committee from among the Branch Members. Audit committee shall consist of a minimum of two Members, and a maximum of 5 members.
4. Discussing any proposed resolution submitted in writing by at least two Members not later than 14 days prior to the Annual General Meeting.
5. Dealing with any other business placed on the agenda.
6. Members may attend the AGM.
7. A quorum at the AGM is considered to be 10% of the Branch Membership. Votes can be sent by email for amendment proposals.

9. Officers and Committee

9.1        The Chair shall serve for a period of two years and may not be re­-elected without a break of at least one year, unless by Special Resolution of the association.

9.2        No officer shall be remunerated for being or acting as an officer, but an officer shall be reimbursed for all expenses necessarily and reasonably incurred by him while engaged in the affairs of the Institute.

10. Professional Conduct

The Board shall have the power to investigate any complaint received in writing regarding the alleged professional misconduct of any member and, after interviewing the member concerned, shall duly report its findings to the Institute in London and act as the Institute may direct. Alternatively, the Board may take cognizance of any matter which may be brought before them as affecting the Branch and/or the Institute or the conduct of any one of the members as affecting his professional status or the reputation of the Branch and in any such matter shall report its findings thereon to the Institute and act as the Institute may direct.

Members must comply with the Principles of Membership or Principles of Fellowship, as applicable. The Principles are included as Annex XX to these Bye-Laws.

11. Board Meetings

Board Meetings shall be called on the same day in June as AGM, September, January and April, unless otherwise agreed by the Board, and further extraordinary meetings from time to time as directed by the Chair.  At least three such meetings (not including the Annual General Meeting) shall be held each Branch year

12. Special General Meeting

Any Special General Meeting shall require not less than 7 days’ notice being given to members of the Branch. A Special General Meeting of the members of the Branch may be called at any time by the Board and shall be called by the Board upon a requisition in writing of at least 20% of the members of the Branch. In the case of a Special General Meeting convened upon the requisition of Members, if a quorum be not present within fifteen minutes of the time appointed for holding such meeting, it shall be dissolved.

13. Quorum, Annual or Special General Meetings

At every Annual or Special General Meeting ten Members personally present shall form a quorum. If at any such meeting a quorum be not present it shall stand adjourned until a mutually agreed alternative date and time.

14. Casting Vote

The Chair at any meeting except at Sub-­Committee meetings shall have a casting vote, in addition to the vote to which he may be entitled as a member.

15. Termination of the Branch

If the membership falls subsequently to the extent that there are insufficient members to continue the Branch, it shall be so reported to the Institute in London and, if directed by them, the Branch shall be wound up and all surplus funds shall be remitted to the Institute in London, accompanied by properly audited accounts.

16. Banking Transactions

Chair, Vice-Chair, Treasurer and one other appointed Director shall be approved signatories of any cheques or banking transactions issued on behalf of ICS Canada Branch.

17. Indemnity

The members of the Board, Secretary / Treasurer and other Officers shall be indemnified by the Branch from all losses and expenses incurred by them in or about the discharge of their respective duties except such as happens from their own respective willful default. No member of the Board, Secretary/Treasurer or other Officers or for joining in any receipt of document or for any act of conformity or for any loss of expense happening to the Board unless the same happen from his own willful default.

18. Amendment to Rules

These Rules shall not be amended except by a majority of two ­thirds of those present at the Annual General Meeting, at a Special General Meeting called for the purpose or by email circulation. Motions for amending of Rules must be received by the Secretary 21 clear days before the meeting and must be signed by the proposer and seconder unless recommended by the Board, such motion to be incorporated in the Notice convening the meeting. Any alterations must be in conformity with the Bye­ Laws of the Institute and subject to the approval of the Council of the Institute.

Amendments

Bye ­Law 7 – AGM held on October 3, 1994

Bye ­Law 9i – AGM held August 10, 2000

Bye­ Law 7 and all reference to “British Columbia” and “committee” changed to “Canada” and “Board” respectively. – AGM held September 18, 2007

Amendments to Bylaws 2, 4, 5, 8, 9, 12, 17 and 19 at AGM held July 13, 2010

Amendments to bylaws 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 15, 16, 18 as proposed July 2017.