B-24 BY-LAW 15 – BOARD OF DIRECTORS - Eligibility of Directors

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

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

Whereas the Institute has previously acted in a manner that is contrary to the CNFPCA in relation to the eligibility of Directors; and

Whereas incorporating key provisions of the Act in Institute By-Laws helps to ensure that all of our members, Directors and Officers of the Institute do not inadvertently contravene provisions of the CNFPCA;

Therefore be it resolved that By-Law 15.3 be adopted as follows:

By-Law 15.3 (New) A person is eligible to be a Director if he or she:

a) Is a regular member of the Institute

b) Is at least 18 years of age;

c) Has not been declared incapable by a court in Canada or elsewhere; and

d) Is not an un-discharged bankrupt

By-Law 15.3.1 - Ceasing to be a Director (New) A Person shall cease to be a Director:

a) Upon the date which is the later of the date of delivering his or her resignation in writing to the secretary of the Corporation or to the Registered Office and the effective date of the resignation stated therein;

b) Upon ceasing to be eligible pursuant to BL 15.3;

c) Upon his or her removal; or

d) Upon his or her death

Resolutions Sub-Committee Comments- N.B. This amendment may be out of order as it is incompatible with the rights of retired members set out at BL 7.

In the alternative, if it is put to delegates:

The Canada Not-for-Profit Corporations Act (the 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 legislation 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.

To the extent that it restricts the rights of Retired members, one of the three specified classes of members outlined in PIPSC’s articles of continuance, it should be treated as a Special Resolution (i.e. one seeking to add, change or remove fundamental participation rights of any class of members) pursuant to paragraph 197 (1) f) of the Act and BL 13.1.5.