Forum of Canadian Ombudsman - Objects and By-laws


		Objects and By-laws Objects By-laws Corporate seal Interpretation Official languages Members Conditions of membership Head office Board Meetings of Board Voting of Board Indemnities to Directors and others Powers or Directors Officers Duties of Officers Execution of documents Meeting of members Minutes of meetings Voting of members Notice Financial year Committees Advisors Amendment of by-laws Auditors Books and records Rules and regulations Gender Objects To promote knowledge of the role of Ombudsman and to develop the concept of the institution to encourage its development throughout Canada and elsewhere in order to promote fairness, social peace, justice and the protection of human rights. To develop and promote professional standards of conduct and a code of ethics for Ombudsman offices in Canada. To encourage interaction, exchange of information, and support between Ombudsman offices in Canada. To develop and operate programs enabling an exchange of information and experience between Ombudsman throughout Canada and elsewhere. To encourage and support research and study into the institution of Ombudsman. To collect, store, and disseminate information and research data about the institution of Ombudsman. To develop and operate educational programs for Ombudsman offices, their staff, and other interested persons. To plan, arrange and oversee conferences for members of the association. To develop and promote linkages with the international community of Ombudsman. To recognize and support in Canada and elsewhere the role of the Legislative Ombudsman, who investigates matters related to the administration of governmental or public sector organizations, in the protection of fundamental democratic rights. To undertake such other matters as are not inconsistent with the above objects. By-laws CORPORATE SEAL The seal, an impression of which is stamped in the margin, shall be the seal of the Corporation. INTERPRETATION "Board" means the Board established in s.9 of these By-laws "Corporation" means the Forum of Canadian Ombudsman incorporated under the Canada Corporations Act RSC 1970, c. C-32, Part 2. "Director" means a member of the Board as defined in ss.9 and 10 of these By-laws. "Event" means educational, training, promotional, publicity and other similar events approved by the Board or the Corporation as a whole. "Member" means a member as defined in s.4 a, b and d of these By-laws OFFICIAL LANGUAGES The official languages of the Corporation are English and French. Languages of First Nations and aboriginal people will be included as appropriate. All annual and special meetings of the Corporation shall be conducted in English and French. Meetings of the Board may be in French or English or both. Events of the Corporation may be in any language approved by the Board. MEMBERS The membership shall consist of the applicants for the inCorporation of the Corporation and such other individuals or organizations who are admitted as members by the Board. CONDITIONS OF MEMBERSHIP The Board shall admit as a member of the Corporation any individual or organization who has an interest in promoting the objects of the Corporation. Members shall have the following rights and duties: Subject to paragraph 3.c.ii below, members have the right to participate fully in the activities of the Corporation. All members except International Members may exercise the right to vote at all meetings of members. Members shall receive all publications of the Corporation and be invited to attend all conferences sponsored by the Corporation. Each member shall identify himself or herself, on admission to membership, and thereafter whenever a change in his or her circumstances require, as belonging to one of the five Sections described below. No specific rights or conditions apply to membership in any class except as provide in section 3(c)(ii) and section 9 of these By-Laws. Legislative Ombudman, being persons who may or may not hold the title Ombudsman, who have been appointed in a Canadian jurisdiction pursuant to an enactment of Parliament, a legislative assembly, or other elected public body, to investigate or otherwise deal with, upon complaint or by initiative, matters related to the administration of one or more governmental or public sector organizations, and their appointees and staff; Public Sector Ombudsman, being persons who may or may not hold the title Ombudsman, who are appointed in a Canadian jurisdiction by government or the public sector to investigateor otherwise deal with, upon complaint or by intitiative, complaints by the public which relate to matters of public sector administration or complaints by the public which relate to matters regulated by the government or public sector administrator, and their appointees and staff; Private Sector Ombudsman, being persons who may or may not hold the title Ombudsman, who are appointed by in a Canadian jurisdiction by a public or private Corporation to investigate or otherwise deal with, upon complaint or by initiative, complaints which relate to matters of the administration of the Corporation or matters which relate to the administration of entities in a defined industry or endeavour, and their appointees and staff; Colleges or University Ombudsman, being persons who may or may not hold the title Ombudsman, who are appointed in a Canadian jurisdiction by a public or private educational institution to investigate or otherwise deal with, upon complaint or by initiative, complaints which relate to matters of the administration of the educational institution, and their appointees and staff; Members at large, being any individual or organization not represented at paragraphs (i) to (iv) who has an interest in promoting the objects of the Corporation. International Members, being ombudsman, persons on the staff of ombudsman or persons who have an interest in promoting the objects of the Corporation and who are not citizens or residents of Canada The Board may establish annual membership fees to be paid by members and a mechanism for collecting such fees. If the Board is satisfied that exceptional financial difficulties prevent an applicant for membership or an existing member from paying all or part of his, her or its annual membership fees, it may, for a period of one year grant that member an interim, total or partial, exemption of those fees. This exemption may be extended by the Board upon renewed proof of continuing financial hardship. The Board shall determine any fees associated with attendance at conferences and for publications. Any member may withdraw from the Corporation by delivering to the Corporation a written resignation and lodging a copy of the same with the Secretary of the Corporation. Membership may be withdrawn by the Board for failure to maintain membership fees in good standing. Any Member may be required to resign by a vote of three-quarters (3/4) of the voting members at an annual or general meeting. Notice of motion to require a resignation must be given to the member in question no less than 30 days before a meeting where the motion is to be considered. Any member who or which is the subject of such a meeting is entitled to know why the motion is being brought and to speak either personally or through a representative or counsel at such a meeting. A member may only be required to resign if she, he or it has engaged in conduct that diminishes the institution of Ombudsman; in illegal conduct; or conduct harmful to the membership or Corporation. HEAD OFFICE Until changed in accordance with the Act, the Head Office of the Corporation shall be in the Canadian Capital Region. Board The property and business of the Corporation shall be managed by a Board comprised of an odd number of Directors ranging from five (5) to nine (9) of whom a majority shall constitute a quorum. Directors must be individuals, 18 years of age, with power under law to contract. Directors must be elected from the members. The Board shall include at least one head of an ombudsman organization from each of the following Sections: Legislative Ombudsman Public Sector Ombudsman Private Sector Ombudsman Colleges and University Ombudsman The applicants for inCorporation shall become the first Directors of the Corporation whose term of office on the Board shall continue until their successors are elected. At the first meeting of members, the Board then elected shall replace the provisional Directors named in the letters patent of the Corporation. Directors shall be elected for a term of two (2) years by the members at an annual meeting of members. The number of Directors on the Board will be decided upon by the members at an annual meeting in accordance with by-law 8. The office of Director shall be automatically vacated: if a Director has resigned his or her office by delivering a written resignation to the Secretary of the Corporation; if at an annual or general meeting of members, a resolution is passed by three-quarters (3/4) of the voting members present at the meeting that he or she be removed from office for engaging in conduct that diminishes the institution of Ombudsman; in illegal conduct; or conduct harmful to the membership or Corporation. Notice of motion to require a resignation must be given to the Director in question no less than 30 days before a meeting where the motion is to be considered. Any Director who is the subject of such a motion is entitled to know why the motion is being brought and to speak either personally or through a representative or counsel at such a meeting; or on death, provided that if any vacancy shall occur for any reason in this paragraph contained, the Board by majority vote, may, by appointment, fill the vacancy with a person who is a member of the Corporation. The Directors shall serve as such without remuneration and no Director shall directly or indirectly receive any profit from his or her position as such. A retiring Director shall remain in office until the dissolution or adjournment of the meeting at which his or her retirement is accepted and his or her successor is elected. The Board may appoint such agents and contractors and engage such employees as it shall deem necessary from time to time and such persons shall have such authority and shall perform such duties as shall be prescribed by the Board at the time of such appointment. The Board shall report on all such appointments at each annual meeting. A reasonable remuneration for all agents, contractors and employees shall be fixed by the Board by resolution. If a Director or the president, vice-president or other officer is unable to carry out any of their functions as such by reason that their respective office budget is insufficient to provide for the expenses of travel, accommodation, meals or any other administrative expenses relating to the fulfillment of their duties as Director, or president, vice-president or officer of the Corporation, the Board may, provided that the Corporation has sufficient funds, authorize a reasonable allowance for such part of any expense as the board deems appropriate. MEETINGS OF Board Meetings of the Board may be held at any time and place to be determined by the Directors provided that seven (7) days written notice of such meetings shall be given, other than by mail, to each Director. Notice by mail shall be sent at least 14 days prior to the meeting. There shall be at least one (1) meeting per year of the Boards. All of the Directors may confirm that an error or omission in giving notice of any meeting of the Board or any adjourned meeting of the Board of the Corporation shall not invalidate such meeting or make void any proceedings taken thereat and any Director may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat. Each Director is authorized to exercise one (1) vote. If all the Directors of the Corporation consent thereto generally or in respect of a particular meeting, a Director may participate in a meeting of the Board or of a committee of the Board by means of such conference telephone or other communications facilities as permit all persons participating in the meeting to hear each other, and a Director participating in such a meeting by such means is deemed to be present at the meeting. The Directors of the Corporation may meet by teleconference provided that either a majority of the Directors consent to meeting by teleconference or meetings by teleconference have been approved by resolution passed by the Directors at a Board' meeting. The Directors of the Corporation may meet by other electronic means that permits each Director to communicate adequately with each other, provided that: the Board of the Corporation has passed a resolution addressing the mechanics of holding such a meeting and dealing specifically with how security issues should be handled, the procedure for establishing quorum and recording votes; each Director has equal access to the specific means of communication to be used; and each Director has consented in advance to meeting by electronic means using the specific means of communication proposed for the meeting. VOTING OF Board At all meetings of the Board, every question shall be determined by a majority of votes unless otherwise specifically provided by statute or by these by-laws. INDEMNITIES TO DIRECTORS AND OTHERS Each person who was or is a party and each person who is threatened to be or is made a party to any threatened, pending or completed action, suit or proceedings, whether civil, criminal, administrative or investigative, by reason of the fact that he, she or it is, or was, a Director, officer, employee or member of the Corporation or had undertaken, is undertaking or is about to undertake any liability on behalf of the Corporation, or is or was serving at the request of the Corporation as a Director, officer, employee or member of another Corporation, shall be indemnified by the Corporation to the full extent permitted by the laws of Canada in effect at the time of such indemnification. The foregoing right of indemnification shall inure to the benefit of the heirs, executors and administrators of each such person; shall not be exclusive of any other rights of indemnification to which any Director, officer, employee, member or other person may be entitled in any capacity as a matter of law or under any by-law, agreement, vote of voting members or Directors, or otherwise; and shall continue as to each such person even if such person has ceased to be a Director, officer, employee or member. Provided that such Director, Officer, employee, Member or other person shall not be indemnified in respect of any costs, charges or expenses occasioned by his, her or its willful neglect or default. POWERS OF DIRECTORS The Directors of the Corporation shall administer the affairs of the Corporation in all things and make or cause to be made for the Corporation, in its name, any kind of contract which the Corporation may lawfully enter into and, save as hereinafter provided, generally, may exercise all such other powers and do all such other acts and things as the Corporation is by its charter or otherwise authorized to exercise and do. The Directors shall have power to authorize expenditures on behalf of the Corporation from time to time and may delegate by resolution to an officer or officers of the Corporation the right to employ and pay salaries to employees. The Directors shall have the power to enter into a trust arrangement with a trust company for the purpose of creating a trust fund in which the capital and interest may be made available for the benefit of promoting the interest of the Corporation in accordance with such terms as the Board may prescribe. The Board shall take such steps as it may deem requisite to enable the Corporation to acquire, accept, solicit or receive legacies, gifts, grants, settlements, bequests, endowments and donations of any kind whatsoever for the purpose of furthering the objects of the Corporation. In accordance with article VII of the letters patent of the Corporation, the Board may from time to time: borrow money upon the credit of the Corporation in such amounts and on such terms as may be deemed expedient by obtaining loans or advances or by way of overdraft or otherwise; issue debentures or other securities of the Corporation; pledge or sell such debentures or other securities for such sums and at such prices as may be deemed expedient; (mortgage, hypothecate, charge or pledge, or give security in any manner whatever, upon all or any of the property (real or personal, immovable and movable), undertakings and rights of the Corporation, present and future, to secure any debentures or other securities of the Corporation, or any money borrowed or to be borrowed, or any obligation or liability of the Corporation, present or future; delegate to such Officer(s) or Director(s) of the Corporation as the Board may designate all or any of the foregoing powers to such an extent and in such a manner as the Board may determine. The Board shall report to the membership if it exercises its powers under by-law 24.(a)(i) to (v). OFFICERS The officers of the Corporation shall be a President, Vice-president, Secretary and Treasurer and any such other officers as the Board may by by-law determine. All the officers shall be Directors of the Corporation. All officers shall be elected by the members at an annual meeting of members from among the Directors which are elected at that meeting. The officers of the Corporation shall hold office for two (2) years from the date of election or until their successors are elected in their stead. The office of an officer shall be automatically vacated: if an officer has resigned his or her office by delivering a written resignation to the Secretary of the Corporation; if at an annual or general meeting of members, a resolution is passed by three-quarters (3/4) of the Members present at the meeting that he or she be removed from office for engaging in conduct that diminishes the institution of Ombudsman; in illegal conduct; or conduct harmful to the membership or Corporation. Notice of motion to require a resignation must be given to the officer in question no less than 30 days before a meeting where the motion is to be considered. Any officer who is the subject of such a motion is entitled to know why the motion is being brought and to speak either personally or through a representative or counsel at such a meeting; or on death, provided that if any vacancy shall occur for any reason in this paragraph contained, the Board by majority vote, may, by appointment, fill the vacancy with a person who is a member of the Corporation. The officers shall serve as such without remuneration and no officer shall directly or indirectly receive any profit from his or her position as such. DUTIES OF OFFICERS The President shall be the chief executive officer of the Corporation. He or she shall preside at all meetings of the Corporation and of the Board. He or she shall have the general and active management of the affairs of the Corporation. He or she shall see that all orders and resolutions of the Board are carried into effect. The Vice-president shall, in the absence or disability of the President, or the Secretary shall, in the absence or disability of the President and the Vice-president, perform the duties and exercise the powers of the President and shall perform such other duties as shall from time to time be imposed upon him or her by the Board. The Treasurer shall have the custody of the funds and securities of the Corporation and shall keep full and accurate accounts of all assets, liabilities, receipts and disbursements of the Corporation in the books belonging to the Corporation and shall deposit all monies, securities and other valuable effects in name and to the credit of the Corporation in such chartered bank or trust company, or, in the case of securities, in such registered dealer in securities as may be designated by the Board from time to time. He or she shall disburse the funds of the Corporation as may be directed by proper authority taking proper vouchers for such disbursements, and shall render to the President and Directors at the regular meeting of the Board, or whenever they may require it, an accounting of all the transactions and a statement of the financial position, of the Corporation. He or she shall also perform such other duties as may from time to time be directed by the Board. The Board may require the Treasurer to give the Corporation a bond in a sum and with one or more securities satisfactory to the Board for the faithful performance of the duties of his or her office, and for the restoration to the Corporation in case of his or her death, resignation, retirement or removal from office of all books, papers, vouchers, money and other property of whatever kind in his or her possession or under his or her control belonging to the Corporation. The Secretary may be empowered by resolution of the Board, upon resolution of the Board, to carry out his or her affairs of the Corporation generally under the supervision of the officers thereof and shall attend all meetings and act as clerk thereof and record all votes and minutes of all proceedings in the books to be kept for that purpose. He or she shall give or cause to be given notice of all meetings of Members and of the Board, and shall perform such other duties as may be prescribed by the Board or president, under whose supervision he or she shall be. He or she shall be custodian of the seal of the Corporation, which he or she shall deliver only when authorized by a resolution of the Board to do so and to such person or persons as may be named in the resolution. The Board may require all or some officers to be bonded as it shall be deemed necessary for such amount as it may be deemed requisite. The duties of all other officers of the Corporation shall be such as the terms of their engagement call for or the Board requires of them. EXECUTION OF DOCUMENTS Contracts, documents or any instruments in writing requiring the signature of the Corporation, shall be signed by any two officers and all contracts, documents and instruments in writing so signed shall be binding upon the Corporation without any further authorization or formality. The Directors shall have power from time to time by resolution to appoint an officer or officers on behalf of the Corporation to sign specific contracts, documents and instruments in writing. The Directors may give the Corporation's power of attorney to any registered dealer in securities for the purposes of the transferring of and dealing with any stocks, bonds, and other securities of the Corporation. The seal of the Corporation when required may be affixed to contracts, documents and instruments in writing signed as aforesaid or by any officer or officers appointed by resolution of the Board. MEETINGS OF MEMBERS There shall be an annual meeting of members and there may be other general meetings of members which shall be held at the head office of the Corporation or at any place in Canada as the Board may determine and on such day as the said Directors shall appoint. The members may resolve that a particular meeting of members be held outside Canada. The Board or the president or vice-president shall have power to call, at any time, a general meeting of the members of the Corporation. The Board shall call a general meeting of members on written requisition of members carrying not less than 5% of the voting rights. At every annual meeting, in addition to any other business that may be transacted, the report of the Directors, the financial statement and the report of the auditors shall be presented and auditors appointed for the ensuing year. The members may consider and transact any business at any meeting of the members. A quorum shall consist of not less than three members. If all the members of the Corporation consent thereto generally or in respect of a particular meeting, a member may participate in a meeting of the members by means of such conference telephone or other communications facilities as permit all persons participating in the meeting to hear each other, and a member participating in such a meeting by such means is deemed to be present at the meeting. The members of the Corporation may meet by teleconference provided that either a majority of the members consent to meeting by teleconference or meetings by teleconference have been approved by resolution passed by the Directors at a Board' meeting. The members of the Corporation may meet by other electronic means that permits each member to communicate adequately with each other, provided that: The Board of the Corporation has passed a resolution addressing the mechanics of holding such a meeting and dealing specifically with how security issues should be handled, the procedure for establishing quorum and recording votes; each member has equal access to the specific means of communication to be used; and each member has consented in advance to meeting by electronic means using the specific means of communication proposed for the meeting. Fourteen (14) days' written notice shall be given to each member of any annual or general meeting of members. Notice of any meeting where special business will be transacted shall contain sufficient information to permit the member to form a reasoned judgment on the decision to be taken. Notice of each meeting of members must remind the member that he or she has the right to vote by proxy. Each member present at a meeting shall have the right to exercise one vote. A member may, by means of a written proxy, appoint a proxy holder to attend and act at a specific meeting of members, in the manner and to the extent authorized by the proxy. A proxy holder must be a member of the Corporation. All of the members may confirm that an error or omission in giving notice of any meeting of the members or any adjourned meeting of the members of the Corporation shall not invalidate such meeting or make void any proceedings taken thereat and any member may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat. MINUTES OF MEETINGS The minutes of Board meetings shall be available to members on request. VOTING OF MEMBERS At all meetings of members of the Corporation, every question shall be determined by a majority of votes unless otherwise specifically provided by the Act or by these by-laws. NOTICE In these by-laws, notice, when required to be given, shall be in writing and sent through the mails, electronic mail, by telegram, telex or facsimile, to each person entitled to notice at his, her or its last mailing or electronic mailing address recorded on the books of the Corporation. FINANCIAL YEAR Unless otherwise ordered by the Board, the fiscal year-end of the Corporation shall be December 31st. COMMITTEES The Board may appoint committees of members who will hold their offices as specified by the Board. The Directors shall determine the duties of such committees. The members of committees shall serve without remuneration. ADVISORS The Board may appoint advisors to the Board to provide advice on ombudsman matters and the operations of the Corporation. The Board may retain legal counsel or other professional advisors on behalf of the Corporation as circumstances require. AMENDMENT OF BY-LAWS The by-laws of the Corporation not embodied in the letters patent may be repealed or amended by by-law enacted by a majority of the Directors at a meeting of the Board and sanctioned by an affirmative vote of at least two-thirds (2/3) of the members at a meeting duly called for the purpose of considering the said by- law. Provided that the repeal or amendment of such by-laws shall not be enforced or acted upon until the approval of the Minister of Industry has been obtained, where such approval is necessary. AUDITORS The members shall, at each annual meeting, appoint an auditor to audit the accounts of the Corporation for report to the members at the next annual meeting. If all members at a meeting at which the auditor is appointed consent, a Director, officer or employee of the Corporation or an affiliated company, partner, employer or employee of that Director, officer or employee may be appointed as auditor of the Corporation. The auditor shall hold office until the next annual meeting provided that the Directors may fill any casual vacancy in the office of the auditor. The remuneration of the auditor shall be fixed by the Board. BOOKS AND RECORDS The Directors shall see that all necessary books and records of the Corporation required by the by-laws of the Corporation or by any applicable statute or law are regularly and properly kept. RULES AND REGULATIONS The Board may prescribe such rules and regulations not inconsistent with these by-laws relating to the management and operation of the Corporation as they deem expedient, provided that such rules and regulations shall have force and effect only until the next annual meeting of the members of the Corporation when they shall be confirmed, and failing such confirmation at such annual meeting of members, shall at and from that time cease to have any force and effect. GENDER In these by-laws and in all other by-laws of the Corporation hereafter passed unless the context otherwise requires, words importing the singular number or the masculine gender shall include the plural number or the feminine gender, as the case may be, and vice versa, and references to persons shall include firms and Corporations.