The RPIC By-Laws are available to download.

REAL PROPERTY INSTITUTE OF CANADA
BY-LAWS
AMENDED DECEMBER 2008

ARTICLE I – NAME

SECTION 1.
The name of the Company shall be the “Real Property nstitute of Canada Inc.” in English and “Institut des biens immobiliers du Canada Inc.” in French (hereafter referred to as “RPIC” or (Institute”).

ARTICLE II – AIMS AND MISSION

SECTION 1.
It is the aim of the RPIC to develop and foster a high professional standard of real property management within the public and private sectors and to provide a forum for information exchange and continuous improvement.

The stated mission of the RPIC is:

To promote professionalism and effectiveness of the disciplines of real property management within the
public and private sectors.

Specifically, the aims of the RPIC are as follows:

(a) To provide a networking capability for the exchange of ideas and experiences.

(b) To provide opportunities to obtain expert advice on atters of interest to real property management community.

(c) To provide a research and development capability to the real property management community.

(d) To identify the need, analyze, recommend and implement training and career development for personnel in the real property management community.

(e) To cooperate with public and private sector organizations in areas of mutual interest.

(f) To provide enhanced communications to members and the real property management community.

(g) To organize and deliver an annual Real Property Workshop as well as regular regional workshops, training sessions and seminars.

ARTICLE III – MEMBERSHIP

SECTION 1.
The following four categories are the authorized membership categories of the RPIC.

(a) Full Membership
Open to individuals from the public and private sectors including agencies and Crown Corporations.

(b) Basic Membership
Open to private sector or former public service individuals or organizations who have an interest in the real property management community with restricted membership benefits.

(c) Lifetime Membership
This type of membership is granted at the sole discretion of the Board of Directors to individuals who, in their judgment, are deserving.

(d) Full-Time Student Membership
Open to students enrolled in a full-time program of studies at a post-secondary institution. Student members pay one half of full membership dues but are not eligible to hold elected offices.

(e) Corporate Membership
Open to public and private sector departments or organizations.

SECTION 2.
All applications for membership must be accompanied by a full year’s remittance.

SECTION 3.
All members are entitled to notice of and the right to vote at the RPIC meetings. Full and Lifetime Members may hold elected office set out in Articles V and VI below. No more than one private sector or former public service individual may hold a position on the Board at one time.

SECTION 4.
Members of the RPIC are expected to conduct themselves in a professional manner which will bring credit to the Institute, to abide by this constitution and by-laws and any amendments hereto, and to conduct themselves in accordance with the Code of Ethics of the Institute (Article IV).

SECTION 5.
The Board of Directors may, at its sole discretion, cancel the membership of any member who fails to conduct him/herself in accordance with Article IV.

SECTION 6.
Resignation of Membership shall be effective upon giving written notice of same to the President or Secretary.

ARTICLE IV – CODE OF ETHICS

SECTION 1.
It is the responsibility of every member of the real property management community to conduct him/herself in a manner which will bring credit to him/herself and the profession.

It is expected therefore that every member shall abide by the Code of Ethics listed hereunder:

Members of the Institute shall not use their authority or office for personal gain, and shall seek to uphold
and enhance the standing of the real property management profession and the Institute by:

(a) maintaining an unimpeachable standard of integrity in all business;

(b) fostering the highest standards of professional competence amongst their employees;

(c) optimizing the use of resources for which they are responsible so as to yield optimum benefit to their
employer;

(d) promoting sound environmental practices;

(e) complying with the letter and the spirit of:

i) the laws of Canada;

ii) the laws of the country in which members practice;

iii) other guidance on professional practice that may be issued by the Institute from time to time;iv) contractual obligations; and

v) the Conflict of Interest and Post-Employment Code for Public Office Holders;

(f) rejecting and denouncing any business practice that is not consistent with the foregoing precepts;

(g) members of the Institute shall uphold and abide by the Constitution and By-Laws of the Institute, and
its related Rules and Regulations.

ARTICLE V – OFFICERS

SECTION 1.
The officers of the Institute shall be: President, First Vice-President, Second Vice-President, Secretary/Treasurer, and Immediate Past President.

SECTION 2.
The officers shall report to and be responsible to the Board of Directors.

SECTION 3.
The President shall be the Chief Executive Officer and put into effect the policies of the Board of Directors. The President shall also be Chairman of the Board of Directors.

SECTION 4.
The First Vice-President, in the absence, disability or resignation of the President, shall act in his/her place.

SECTION 4A.
The Second Vice-President, in the absence, disability or resignation of the First Vice-President, shall act in his/her place.

SECTION 5.
The Secretary/Treasurer, in the absence, disability or resignation of the Second Vice-President, shall act in
his/her place.

SECTION 6.
The Secretary/Treasurer shall be the custodian of all monies and securities belonging to the Institute. He/she will submit a financial report at the annual general meeting of the Institute.

SECTION 7.
The Secretary/Treasurer shall attend and suitably record in permanent form the proceedings of all meetings of the Institute and of the Board of Directors. He/she shall also perform such other duties pertaining to his/her office as may be assigned by the President or Board of Directors such as maintaining attendance records and membership lists.

SECTION 8.
The Immediate Past-President shall be an ex officio member of the Nominating Committee.

SECTION 9.
The Officers shall not be remunerated for their services except for their reasonable expenses.

SECTION 10.
The signing officers shall be two of the following: President, First Vice-President, Second Vice-President, Secretary/Treasurer.

ARTICLE VI – BOARD OF DIRECTORS

SECTION 1.
Composition: The Board of Directors shall be composed of the following positions: President, First Vice- President, Second Vice-President, Secretary/Treasurer, Immediate Past President, and at least one Director or so many as the Board may from time to time stipulate but in any event not more than ten Directors.

SECTION 2.
Responsibility: The Board of Directors shall manage all the affairs of the Institute and direct all
committees in their work.

SECTION 3.
Meetings: The Board of Directors shall meet just prior to the Annual General Meeting, and six months after the Annual General Meeting at a time, date and place to be determined by the President and set out in the Notice of same. The Notice shall be given at least 30 days in advance. Additional meetings, video or tele-conferences shall be at the discretion of the President providing such meetings or communications facilities permit all persons participating in the meeting to hear each other where all directors consent generally or in respect of a particular meeting. The Applicants for incorporation shall become the First Directors of the Corporation whose term of office on the Board shall continue until such time as their resignations have been accepted.

SECTION 4.
Remuneration: The members of the Board shall not be remunerated for their services except for their
reasonable expenses.

SECTION 5.
Quorum: A meeting of four members of the Board of Directors including the President, or the First Vice-
President acting for the President, shall be considered a quorum for the transaction of business.

SECTION 6.
Voting: Each Director shall have one vote each.

SECTION 7.
Any member of the Board of Directors and/or any Officer can be removed by a two thirds vote of the Membership after special notice of a meeting where a motion of record to that effect will be presented. Such a Notice of Meeting shall be served on the Members no later than 15 days before any meeting considering same. The Notice of Meeting shall also contain the Notice of Motion to Remove the Director and/or Officer within it.

SECTION 8.
An ex-officio may be appointed to serve on the Board of Directors. An ex-officio does not have voting authority. An ex-officio may serve as a co-chair on a professional development event, under the chair who holds a position on the Board of Directors.

ARTICLE VII – ELECTION OF OFFICERS
AND BOARD OF DIRECTORS

SECTION 1.
The President and Immediate Past President of the RPIC shall constitute the Nominating Committee to nominate officers and members of the Board of Directors for the ensuing year and shall prepare the slate of officers for election at the annual meeting. In the event the President and Immediate Past President appear to be unable to attend to the business of this Committee, the Board of Directors may remove them and name any other person to complete the duties by passing a motion to that effect. There shall be no remuneration for members of this committee except reimbursement of their reasonable expenses. Nominating Committee members shall be subject to removal by resolution of the Board of Directors at any time.

SECTION 2.
Subject to Section 4, the election of all officers and the Board of Directors of the RPIC shall take place at the Annual General Meeting of the Institute. Each member present at the Annual General Meeting shall have one vote per position up for election.

SECTION 3.
The President may make appointments to any office of the Board of Directors, other than his own, should vacancies occur during the term of office.

SECTION 4.
The term of office of all members of the Board of Directors who are also Officers shall be for a period of two years and may be re-elected from year to year.

SECTION 5.
The term of office of all other Directors shall be for a minimum period of two years or until their successors are duly elected except that the term of office for one-half of the Directors (or if a fraction, rounded up to the next whole number) for the very first election of these positions shall be for a one year term only.
SECTION 6.
The Membership may seek the removal of any Director for cause by availing the provisions of Article IX – MEETINGS

ARTICLE VIII – ADMINISTRATION

SECTION 1.
Corporate Seal: The Seal of the Institute shall be in such form as shall be prescribed by the Board of Directors and shall contain the letters and say the words “Real Property Institute of Canada Inc. – Institut des biens immobiliers du Canada inc.” The secretary shall be entrusted with custody of the Corporate Seal.

SECTION 2.
Fiscal Period: The fiscal year of the Institute will be from October 1st to September 30th.

SECTION 3.
Auditors: The Board of Directors shall annually appoint an auditor who shall review the accounts of the Institute, and provide financial statements which will be included in the Annual Report, and presented to the subsequent Annual General Meeting. The auditor shall hold office for one year.

SECTION 4.
Corporate Documents: The Secretary, or such other Officer as the Board of Directors may from time to time appoint, shall certify that any particular document is a document of the Corporation.

ARTICLE IX – MEETINGS

SECTION 1.
The Annual Meeting shall be held in the fall of each year, generally in November, at exact dates and at a location in Canada as determined by the Board of Directors, upon 30 days prior written notice to the members. Members present in person at a meeting will constitute a quorum. Each member shall have one vote.

SECTION 2.
A “Special Meeting of the Membership” shall be called by the President by issuing a Special Notice of the meeting to the membership within 30 days of receipt of the written requisition of 25 or more members. The meeting shall be within 30 days of the Notice. If the President fails to call such a meeting, the Board of Directors shall therefore call the “Special Meeting of the Membership” forthwith and in any event within 30 days after the deadline established for the President.

SECTION 3.
The quorum of such Annual General and Special meetings shall be the lesser of 50 members or 51% of the then total membership present at such meetings. Each member shall have one vote.

SECTION 4.
Meetings of the Board of Directors shall be held periodically during the course of each year.

SECTION 5.
Meetings shall be governed in that order of business which the President and Board of Directors shall deem expedient and appropriate to the occasion.

ARTICLE X – DUES

SECTION 1.
Annual fees established by the Board of Directors will be assessed to the membership to defray the cost of the Institute’s activities.

ARTICLE XI – AMENDMENTS

SECTION 1.
Notice of any proposed Amendments to the Constitution and By-Laws shall be first presented to the Board of Directors for enactment and then included in the Notice of Annual General Meeting to the membership where ratification of same is sought together with sufficient information to allow the membership to make a reasoned decision on the proposed amendment.

SECTION 2.
Amendments to the Constitution and By-Laws shall be made only at the Annual General Meeting and shall require a simple majority vote of the members present.

SECTION 3.
No repeal or amendment shall be enforced or acted upon until it has received the approval of the Minister of Industry.

ARTICLE XII – REPORTING

SECTION 1.
The RPIC may periodically publish and distribute to the general membership bulletins in connection with pending programs and completed activities.

ARTICLE XIII – MISCELLANEOUS

SECTION 1.
Rules of Procedure: Except where otherwise required by the By-laws, all meetings of the Institute will be conducted in accordance with the provisions of Robert’s Rules of Order.