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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.
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