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The RPIC By-Laws are available to download.
REAL PROPERTY INSTITUTE
OF CANADA
BY-LAWS
AMENDED DECEMBER 2010
Final Version dated September
16, 2010
ARTICLE I – NAME
SECTION 1.
The name of the Company shall be the “Real Property Institute of Canada
Inc.” in English and “Institut des
biens immobiliers du Canada Inc.” in French (hereafter referred to as “RPIC” or “Institute”).
ARTICLE II – MISSION
AND MANDATE
SECTION 1.
The stated mission of the RPIC is:
To lead the federal real property community in professional development, recognition
and advocacy by engaging public, private and academic stakeholders. Specifically,
the mandate of the RPIC is as follows:
(a) To provide professional
development in the discipline of real property management;
(b)
To promote and recognize the professionalism and important
contributions of the federal real property community;
(c)
To engage with public, private and academic stakeholders
to provide a networking capability for the exchange of current
trends, expert advice, best practices and experiences;
(d) To foster research and
development capability to the federal real property community;
(e)
To collaborate with public and private sector organizations
in support of effective and efficient management of federal
real property;
(f) To provide a forum for
information exchange and communications to the federal real
property community;
(g) To advocate for capacity
building for the federal real property community.
ARTICLE III – MEMBERSHIP
SECTION 1.
RPIC membership includes:
(a) Federal real property
practitioners, professionals and specialists from core departments
and agencies, separate employers and
crown corporations;
(b) Former public servants
who have an interest in federal real property management.
SECTION 2.
All members are entitled to notice of and the right to vote at the RPIC AGM
meetings and special meetings.
Members may hold elected office as set out in Articles VI and VII below.
SECTION 3.
Members of the RPIC Board of Directors 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
V).
SECTION 4.
The Board of Directors may, at its sole discretion, remove a board member who
fails to
conduct him/herself in accordance with Article V.
SECTION 5.
Resignation of Membership on the Board of Directors shall be effective upon
giving written notice of same to the President or Secretary.
ARTICLE IV – COMMUNITY
OF PRACTICE
SECTION 1.
RPIC’s community of practice includes members and the following sectors
with an interest in real property management:
(a) Private sector;
(b) Municipal
and provincial public sector;
(c) Academia.
ARTICLE V – CODE
OF ETHICS – BOARD OF DIRECTORS
SECTION 1.
It is the responsibility of every member of the RPIC Board of Directors 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 Board of Directors shall not use their authority
or office for personal gain, and shall seek to uphold and enhance the standing
of the real property profession and the Institute by:
(a) maintaining integrity
in all business;
(b) 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) Values and Ethics Code
for the Public Service of Canada.
(c) rejecting and denouncing
any business practice that is not consistent with the foregoing
precepts;
(d) members of the Institute
shall uphold and abide by the Constitution and By-Laws of the
Institute,
and
its related Rules and Regulations.
ARTICLE VI – 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 manage all affairs of the Institute and lead their respective
portfolios and the associated committees of the RPIC Board. 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 Chair 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.
No more than two former public service individuals may hold a position on the
Board at one time.
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, 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,
with either the First Vice-
President or Second 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
Board of Directors 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 Board of Directors 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 and its committees.
An ex-officio does not have voting authority.
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 of the real property
community 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 X –
MEETINGS.
ARTICLE IX– 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 X – 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.
Meetings of the Board of Directors shall be held periodically during the course
of each year. Quorum – 1 Officer and 5 Directors minimum or 51% of
board of directors including 1 officer.
SECTION 4.
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 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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