Canadian Bye-Laws

INSTITUTE OF CHARTERED SHIPBROKERS

CANADA BRANCH

 

BYE-LAWS, RULES AND REGULATIONS

 

 

 

  1. The Branch shall be known as the Institute of Chartered Shipbrokers Canada Branch (hereinafter referred to as “The Branch”).

 

  1. The Bye-Laws, Rules and Regulations of the Institute of Chartered Shipbrokers (hereinafter called “The Institute”) as applicable and in force from time to time, except as hereinafter provided, shall apply to the Branch. Words importing the singular include the plural and vice versa; and words importing a male person include a female person and a corporation.

 

3. Objectives

The objectives and purposes for which the Branch is hereby constituted in addition to the objects and purposes set out in Article 2 of the Royal Charter of the Institute of Chartered Shipbrokers are as follows:

 

i.    To bring about an association of Fellows, and Members of the Institute in Canada

ii.    To bring about a better understanding of the functions of the Institute.

iii.    To exchange views and information on shipping matters.

iv.    To interview and report upon candidates seeking admission to membership of the Institute.

v.    To encourage students to study for and enter for the examinations of the Institute.

vi.    To assist the Institute, when so required, with the conduct of its examinations.

 

4. Membership

4.1 The Membership of the Canada Branch shall consist of such persons as are members of the Institute of Chartered Shipbrokers (hereinafter referred to as “the Institute”) namely, Fellows (active or retired, life members), Members (active or retired or life members), or Honorary members, resident in any district in Canada.

 

4.2 Every member shall uphold and comply with these By-Laws and the

Rules established by the Directors from time to time.

 

4.3 All members are in good standing except a member who has failed to pay, when due and payable, his current annual membership fee or any other subscription or debt due and owing by him to the Institute and he is not in good standing so long as the fee, subscription or debt remains unpaid after it has become due and payable; or a member who has been suspended by the directors for becoming bankrupt, or making an assignment in bankruptcy or otherwise being declared insolvent; or on being found to be mentally incompetent or becoming of unsound mind.

 

 

  1. Business of the Branch

The Business of the Branch shall be conducted by a Board of Directors (“the Board”) consisting of a Chairman, Vice Chairman, and Secretary/Treasurer plus other officers as deemed appropriate plus other members for a maximum of ninepersons if available and a minimum of seven, of whom five shall be considered a quorum. Members of the Board shall be elected at the Annual General Meeting. In the event that the number of candidates exceeds the positions available on the Board, selection shall be by means of a ballot. A director shall be required to be a member in good standing of the Institute as qualification for his office.

 

6      Powers of the Board

The Board shall have the powers to fill a casual vacancy including the Office of Chairman (see clause 12) on the Board and to appoint sub-Committee of such of its members and for such purposes and for such period of time as the Board may think fit and to co-opt not more than 4 members of the Board to serve upon any sub-committee. The Chairman shall be an ex-officio member of all sub-committees.

 

  1. Branch Year

The year of the Branch shall end on May 31st

 

  1. Annual General Meeting

The Annual General Meeting of the Branch shall be held in Vancouver, BC, within 45 days after the end of the Branch year and after 21 days notice thereof has been given in writing to each member’s last known address for the purpose of:

 

i.    Receiving the Chairman’s Report, Financial Statement and Audit Committee’s report and reports of Sub-Committee (s) if any.

 

ii.    Electing a Chairman if necessary under clause 9.1 and the Board for the ensuing year.

 

iii.    Appointing an internal audit committee from among the Branch Members.

 

iv.    Discussing any proposed resolution submitted in writing by at least two members not later than 14 days prior to the Annual General Meeting.

 

v.    Dealing with any other business placed on the agenda.

 

  1. Officers and Committee

9.1 The Board shall from its own number elect the following officers namely, a Vice Chairman, Secretary and Treasurer. The Chairman shall be elected at the AGM by those members present. An officer may be a Fellow or a Member. The immediate past Chairman of the Branch shall be ex-officio Member of the Board for the next branch year on completion of his tenure, provided he remains a member of the Institute and of the Branch and is resident in Canada, subject to the above.

 

9.2The Chairman shall serve for a period of two years and may not be re-elected without a break.

 

9.3 No officer shall be remunerated for being or acting as an officer, but an officer shall be reimbursed for all expenses necessarily and reasonably incurred by him while engaged in the affairs of the Institute.

 

  1. Professional Conduct

The Boardshall have the power to investigate any complaint received in writing regarding the alleged professional misconduct of any member and, after interviewing the member concerned, shall duly report its findings to the Institute in London and act as the Institute may direct. Alternatively, the Boardmay take cognizance of any matter which may be brought before them as affecting the Branch and/or the Institute or the conduct of any one of the members as affecting his professional status or the reputation of the Branch and in any such matter shall report its findings thereon to the Institute and act as the Institute may direct.

 

  1. Board Meetings

Board Meetings shall be called from time to time as directed by the Chairman and at least two such meetings (not including the Annual General Meeting) shall be held each branch year.

 

  1. Special General Meeting

Any Special General Meeting shall require not less than 14 days notice being given to members of the Branch. A Special General Meeting of the members of the Branch may be called at any time by the Boardand shall be called by the Boardupon a requisition in writing of at least 20% of the members of the Branch. In the case of a Special General Meeting convened upon the requisition of Members, if a quorum be not present within half an hour of the time appointed for holding such meeting, it shall be dissolved.

 

  1. Quorum, Annual or Special General Meetings

At every Annual or Special General Meeting ten Members personally present shall form a quorum. If at any such meeting a quorum be not present it shall stand adjourned to the same day in the next week at the same time and place; and at such adjourned meeting the Members present shall form a quorum.

 

  1. Casting Vote

The Chairman at any meeting except at Sub-Committee meetings shall have a casting vote, in addition to the vote to which he may be entitled as a member.

 

 

  1. Fees and Subscriptions

Fees and subscriptions shall be determined from time to time by the Board and shall be paid by members direct to the Secretary.

 

 

 

  1. Termination of the Branch

If the membership falls subsequently to the extent that, in the opinion of the Board, here are insufficient members to continue the Branch, it shall be so reported to the Institute in London and, if directed by them, the Branch shall be wound up and all surplus funds shall be remitted to the Institute in London, accompanied by properly audited accounts.

 

  1. Signature of Cheques

Every sum of money payable on account of the Branch exceeding C$50.00 shall be paid only by cheque in the first instance signed by the Chairman or in his absence by the Vice Chairman or in the absence of both by a member of the Board appointed by the Board and shall in each case be countersigned by Treasurer.

 

  1. Indemnity

The members of the Board, Secretary / Treasurer and other Officers shall be indemnified by the Branch from all losses and expenses incurred by them in or about the discharge of their respective duties except such as happens from their own respective wilful default. No member of the Board, Secretary/Treasurer or other Officers or for joining in any receipt of document or for any act of conformity or for any loss of expense happening to the Board unless the same happen from his own willful default.

 

19. Amendment to Rules

These Rules shall not be amended except by a majority of two-thirds of those present at the Annual General Meeting or at a Special General Meeting called for the purpose. Motions for amending of Rules must be received by the Secretary21 clear days before the meeting and must be signed by the proposer and seconder unless recommended by the Board, such motion to be incorporated in the Notice convening the meeting. Any alterations must be in conformity with the Bye-Laws of the Institute and subject to the approval of the Council of the Institute.

 

Amendments

 

Bye-Law 7 – AGM held on October 3, 1994

 

Bye-Law 9i –AGM held August 10, 2000GM held on August 10, 2000

 

Bye-Law 7 and all reference to “British Columbia” and “committee” changed to “Canada” and “Board” respectively. – AGM held September 18, 2007

 

Amendments to Bylaws 2, 4, 5, 8, 9, 12, 17 and 19 at AGM held July 13, 2010

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