The Professional Institute of the Public Service of Canada
The Professional Institute of the Public Service of Canada
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B-21 BY-LAW 15 – BOARD OF DIRECTORS - Authority of the Board of Directors

Sponsor: Shannon Bittman, Vice-President | Disposition: Died on the Order Paper

Whereas the Annual General Meeting is the Supreme Governing Body of the Institute; and

Whereas the Board of Directors has been charged with exercising the authority of the Institute on behalf of the Institute on all matters, subject to the By-Laws and the policy decisions of the AGM; and

Whereas the Institute is subject to the provisions of the Canada Not for Profit Corporations Act (“CNFPCA”);

Therefore be it resolved that By-Law 15 be amended as follows:

By-Law 15.2.1 The Board is a continuing entity which shall exercise the authority of, and act on behalf of the Institute on all matters, subject to the Act, these By-Laws and to policy decisions of General Meetings. Decisions of the Board remain in force until rescinded.

By-Law 15.2.1.1 (New) For greater certainty, the Board may establish such rules, regulations, policies or procedures relating to the affairs of the Corporation as it deems expedient, except that no rule, policy or procedure is valid to the extent that it is contrary to a provision of the Act, or the By-Laws of the Institute, or a policy decision of the AGM.

Resolutions Sub-Committee Comments –The Canada Not-for-Profit Corporations Act already sets out that a corporation is required to comply at all times with the Act and its articles of continuance. It is well established in law that By-Laws cannot trump legislations and that any interpretation of those By-Laws must be done in light of the governing legislation and Articles of Continuance.

The proposed amendment is not required as it mirrors the Act, except for requiring that a person be a “regular member” of the Institute. Currently, Regular and Retired members are eligible to be a director.

Published on 4 October 2017