STATEMENT OF INTENTION
WITH RESPECT TO
BYLAWS OF THE
COUNCIL OF PRIVATE INVESTIGATORS – ONTARIO
WHEREAS The Council of Private
Investigators-Ontario is a continuation of and a successor organization to The
Association of Investigators and Guards Agencies of Ontario; and
WHEREAS
the Bylaws of the Council of Private Investigators-Ontario came into effect on
the incorporation of the Association of Private Investigators and Guards Agency
on October 15, 1969 and on the name change to the Council of Private Instigators
of Ontario on March 16, 1994; and
WHEREAS
The Bylaws have been subject to amendments since incorporation; and
WHEREAS
it is in the best interests of the Council to have Bylaws which set out in an
accurate and organized manner the general procedures governing the business and
affairs of the Council;
THE BOARD
hereby submits these new Bylaws, repealing all previous Bylaws of The Council
for approval and ratification by the members under The Corporations Act of Ontario, Section 3.
DATED in
______________, Ontario,
This 30th day of November 2004.
Board of
Directors
Council of Private Investigators-Ontario
COUNCIL OF PRIVATE INVESTIGATORS – ONTARIO
BYLAWS
I N D E X
I – INTERPRETATION
1.1
Name
1.2
Address
1.3
Legislation
1.4
Definitions
1.5
Headings
1.6
Interpretation
II – MEMBERS
2.1 Categories
a) Individuals
b) Agency
c) Life
d) Honorary
e) Student
f) Associate
2.2 Application
Procedure
2.3 Dues and Fees
2.4 Obligations of Members
2.5 Rights of Members
2.6 Voting Privileges
2.7 Agency Member Designate
2.8 Resignation
2.9 Transferability
2.10 Continuing Obligations
2.11 Readmission
III – MEETINGS OF MEMBERS
3.1 Types of
Meetings
3.2 Annual General Meeting
3.3 Special Meeting
3.4 Notice
3.5 Quorum
3.6 Voting
3.7 Proxy Voting
3.8 Motions
IV – BOARD OF DIRECTORS
4.1 Powers
4.2 Composition
4.3 Number
4.4 Terms
4.5 Nominations
4.6 Elections
4.7 Removal/Resignation
4.8 Vacancies
4.9 Meetings of the Board
4.10 Quorum
4.11 Notice
4.12 Voting
4.13 Officers
4.14 Terms of Officers
4.15 Duties of the Officers
(a) President
(b) Vice President
(c) Secretary
(d) Treasurer
(e) Other Officers
(f) Past President Role
4.16 Vacancies of Officers
4.17 Removal of Officers
4.18 Remuneration
4.19 Committees
4.20 Committee Powers
4.21 Committee Terms
4.22 Committee Removal
4.23 Ethics Committee
4.24 Indemnification
V – FINANCIAL AND CONTRACTUAL MATTERS
5.1 Fiscal
Year
5.2 Audit
5.3 Execution of Documents
5.4 Deposit of Securities for
Safekeeping
VI – MISCELLANEOUS MATTERS
6.1 Notice
6.2 Error or Omission in Notice
6.3 Procedures at Meetings
6.4 Rules and regulations
6.5 Bylaws
6.6 Amendment of Bylaws
6.7 Repeal of Previous Bylaws
6.8 Dissolution
ARTICLE I – INTERPRETATION
1.1 The name of the organization is The Council
of Private Investigators-Ontario or “The CPIO” or “The Council”
1.2 The Council of Private Investigators-Ontario is a not-for-profit company incorporated under
the laws of the province
of Ontario, without share
capital. The Council supersedes The
Association of Investigators and Guards Agencies of Ontario
as constituted at a meeting of the AIGAO held in Toronto on October 15, 1969
1.3 The official address of The Council shall be
in the Province
of Ontario at a location
determined by the Board of Directors.
1.4 Definitions: The following definitions are
understood:
a) Board: Board of Directors of The
Council
b) Council: The Council of Private
Investigators-Ontario
c) Director: A member of the Board of
Directors of The Council
d) Ex Officio: Positions without vote
e) Member in Good Standing: A member
whose dues are paid in full and who is not otherwise suspended.
f) Resolution: A vote passed by a
majority of votes cast by membership or the Board.
g) Special Resolution: A vote passed by
two-thirds (2/3) of the members in good standing eligible to
vote
on an issue for which appropriate notice has been given.
1.5 Headings: The division of these Bylaws into
sections and paragraphs and the insertion of headings and index are for
convenience and reference only and do not effect the interpretation of the
Bylaws.
1.6 Interpretation: Whenever reference is made in
the Bylaws to any statute or section of a statute, such reference extends to
any of their amendments or re-enactments.
The Board of Directors may decide upon any situation not provided for in
these Bylaws.
ARTICLE II – INTERPRETATION
2.1 Categories: The categories of membership and
the corresponding basic qualifications for membership are:
a) Individual: Any person licensed as a private
investigator under the laws of the province
of Ontario, whether
employed as a sole practitioner or within an agency, who has met the
requirements of membership and has been approved by the Board.
b) Agency: Any business licensed to engage in
the business of providing private investigators under the laws of any province
in Canada
that has met the requirements of membership and has been approved by the Board.
c)
Directors according to established
criteria. The Board’s recommendation is
subject to the approval of the membership.
d) Honorary:
Any person who has made a significant contribution to The Council and/or
the objects of The Council, and who has been recommended and approved by the
Board of Directors according to established criteria.
e) Student: Any person enrolled in a program
relevant to private investigation at a recognized educational institution who
has met the requirements of membership, and who is not otherwise eligible for
membership, and who has been approved by the Board.
f)
Associate: Any person who is not a
licensed private investigator but who does business with the private investigation
industry and who supports the objectives of The Council. Has met the
requirements of membership, and has been approved by the Board.
2.2 Application Procedure: The Board may
establish procedures for membership applications by persons or businesses interest
in furthering the objects of The Council.
Every application shall be submitted in the form prescribed by the
Board. The Board or its designate must
approve all applications for membership.
A decision to refuse admission shall be communicated in writing to the
applicant.
2.3 Dues and Fees: Annual membership dues are
determined from time to time by the Board of Directors. Membership shall pay dues applicable to their
class of membership. The Board may levy
other fees for determined purposes and amounts.
2.4 Obligation of Members: At the time of
application, admission, and renewal all members, regardless of category, must
agree in writing to adhere to the Bylaws, Codes of Ethics and Privacy,
policies, rules, and regulations of The Council as established. All members recognize that failure to follow
the Bylaws, Codes of Ethics and Privacy, policies, rules and regulations or
failure to support the objects of The Council may result in an investigation
by, and suspension or expulsion from, The Council.
2.5 Rights of Members: any member in good
standing is entitled to receive notice of members meetings, attend member
meetings, speak at member meetings, and exercise other rights and privileges
referred to in these Bylaws.
2.6 Voting Privileges: Only Individual members in
good standing and Life members have voting privileges and only Individual
members in good standing may serve on the Board of Directors.
2.7 Agency Member Designate: An Agency membership
automatically carries with it a single Individual membership for a licensed
private investigator who is designated by the agency to act on its behalf.
2.8 Resignation: the resignation of any member
becomes effective when accepted by the Board of Directors. A member is deemed to have resigned if annual
fees are not paid within a period of time established by the Board
2.9 Transferability: Membership is not
transferable, except in an Agency membership, where the Agency is entitled to
change its designated Individual member with another qualified designate at any
time.
2.10 Continuing Obligations: The termination of
membership by cancellation, suspension, resignation, or otherwise does not
excuse any debts or obligations that existed prior to the termination. Voluntary or involuntary withdrawal does not
entitle a member to a refund of paid dues, except at the discretion of the
Board.
2.11 Readmission: A former member may apply for
readmission by submitting a request in the form prescribed by the Board. Normally all dues and fees payable at the
time of cancellation, and any new dues and fees assessed by the Board, must be
paid in full and any other conditions imposed must be fulfilled to the
satisfaction of the Board.
ARTICLE III – MEETINGS
3.1 Types of Meetings: There shall be Annual
General and Special Meetings of members to further The Council’s goals. The Board of Directors shall determine the
place, date, and time of all meetings.
3.2 Annual General Meeting: Every year, and
normally within three (3) months of the fiscal year end, The Council shall hold
an Annual General Meeting (AGM) in Ontario to report to the membership all
significant activities which have taken place since the last Annual General
Meeting, conduct elections to the Board
of Directors, and report on The Council’s financial position.
3.3 Special Meetings: A Special Meeting may be
called by the President or three members of the Board of Directors. A special Meeting shall be called by the
President if twenty percent (20%) of the Individual members in good standing
request the meeting in writing and declare the purpose of the meeting.
3.4 Notice: Notice of all Annual general Meetings
shall be sent at least twenty-one (21) days in advance. Notice of all Special meetings shall be sent
at least ten (10) days in advance.
Notice shall be sent to each member at the last known address according
to the records of The Council.
3.5 Quorum: A quorum for all Annual general and
Special Meetings is ten percent (10%) of the Individual members in good
standing attending in person or by proxy.
The President shall report to the meeting whether or not a quorum is
present and in the absence of a quorum, the majority of members in attendance
may demand that the meeting be adjourned to a later date. A minimum delay of ten (10) days and a
maximum delay of thirty (30) days is required before a continuation of the
meeting is scheduled. A written notice
shall be sent to all members advising them of the new date of the rescheduled
meeting.
3.6 Voting: Resolutions at an Annual General or
Special meeting may be passed by a simple majority of the votes cast in person
by Individual members in good standing, unless the issue must be decided by
special resolution. In the event of a
tie, the motion is lost. At member
meetings, questions are decided by a show of hands unless a poll is demanded.
3.7 Proxy Voting: A proxy vote must be signed and
dated by the Individual member in good standing who will assign a vote to any
other Individual member in good standing.
The proxy form shall be in the format and within the timelines established
by the Board. The Board may set limits
as to the number of proxies an Individual member may carry to the meeting. The Board will remain the proxy forms and
ballots for a pre-determined period of time, after which the proxy forms and
ballots will be destroyed.
3.9 Motions: An Individual member in good
standing may purpose motions at the Annual General Meeting. The President may request that any motion be
submitted in writing. If, in the opinion
of the President, a motion so submitted is deemed to have broader implications
than those in attendance can reasonable decide, the President may call a
Special meeting to address the matter.
ARTICLE – BOARD OF DIRECTORS
4.1 Powers: The Board of Directors governs the
affairs of The Council and supervises, controls, and directs all its
activities. The Board actively pursues
the mission and goals of The Council and may adopt rules and regulations for
the conduct of its business, including:
a) making
contracts, exercising powers, and carrying out actions it is authorized by its
objects to do;
b) acquiring
and disposing of securities, property, and other assets;
c) regulating
admission of members, requirements of membership, and termination of membership;
d) governing
and regulating the operations, management, and control of The Council and all
its activities;
e) appointing
committees as required and as will benefit The Council;
f) interpreting
the intent of any Bylaw, rule, regulation, resolution, or report in connection
with The council and determining any dispute in that regard.
Without
limiting its general responsibility, the board may delegate its powers and
duties to an administrator.
4.2 Composition: In order to be elected as a
Director, a person must be an Individual member in good standing. At no time shall there be on the Board of
Directors more than one (1) member in the employ of a single agency other than
the immediate Past President of The Council, who is ex officio.
4.3 Number of Directors: The number of elected
Directors shall be no less than five (5) and no more than ten (10). The Board may alter the number of elected
Directors within this range. The
Immediate Past President is an automatic position and, if willing to serve, is
not counted within the range.
4.4 Terms: Directors are elected for two-year (2)
terms and take office immediately following the Annual general Meeting at which
they are elected. The terms are on the
staggered basis, where optimally one-half (1/2) of the Board is newly elected
and one-half (1/2) retires or is re-elected at every Annual general
Meeting. No Director may serve more than
three (3) consecutive terms. Directors
who have served the maximum number of consecutive terms are not eligible for
re-election for a period of one (1) year following the end of the final term
and then may serve only one (1) addition term.
As the position is ex officio, the Immediate Past President need not
wait one (1) year before seeking election to an addition al term.
4.5 Nominations
a) A
Nominating Committee shall be appointed by The Council to prepare a slate of
candidates to be elected as Directors.
b) The
Nominating Committee shall make a call for nominations at least ninety (90)
days before the Annual General Meeting.
c) The
Nominating Committee shall circulate its slate of nominees to the membership at
least sixty (60) days before the Annual General Meeting.
d) Any
Individual member in good standing who is not on the slate and wishes to be may
submit their own nomination, supported by three (3) nominators who are
Individual members in good standing, to the Nominating Committee at least
thirty (30) days before the Annual
General Meeting.
e) If
there are no changes to the slate in the sixty (60) day period leading up to
the Annual General Meeting, the slate is acclaimed at the Annual General
Meeting.
f) If
additional nominees were added to the slate at no fewer than thirty (30) days
before the Annual general Meeting, an election is required.
4.6 Elections: If an election is required, The
Nominating Committee shall appoint three (3) scrutineers who are not candidates
for the Board of Directors.
a) Each
Individual member who is eligible to vote shall have one vote for each of the
available positions.
b) If
an election is to be done by a ballot, the ballot shall identify clearly, in
alphabetical order, the names of candidates for available positions and the
number of Directors to be elected.
Ballots must be returned to The Council no less than ten (10) days prior
to the Annual General Meeting
c) The
scrutineers will count the ballots or votes and report to the membership in
accordance with procedures prescribed by the Board
d) Directors
will be declared elected on the basis of a plurality of votes cast, as verified
by the scrutineers.
4.7 Removal
or Resignation
a) Resignation:
A director may resign in writing to the President and it is effective when
accepted by the Board.
b) Deemed
Resignation: if a Director is absent from three (3) consecutive Board meetings,
the Director is deemed to have
resigned. The Board, in its sole
discretion, may accept the resignation and establish the effective date.
c) Removal:
A Director may be removed from office before the expiration of the term by a
special resolution of members present and voting at a Special Meeting of
members duly convened for that purpose.
A Director whose membership has been cancelled shall be automatically
removed from office.
4.8 Vacancies: Vacancies on the Board of
Directors may, so long as a quorum remains in office, be filled by appointment
of the Directors from among the eligible members of The Council. The appointee will serve until the next
Annual General Meeting at which Directors are elected. If there is no quorum, the remaining
Directors shall call a Special Meeting of the members to fill the vacancy.
4.9 Meetings of the Board; The Board of Directors shall meet at least
four (4) times a year and, except as otherwise required by law at such times
and places and using whatever communication methods as the President
designates, providing the methods are acceptable to a majority of Directors.
4.10 Quorum: A majority of the Directors shall form
a quorum for the transaction of business.
4.11 Notice: Notice of Board meetings shall be
given to all Directors at least eight (8) days before the meeting. If the Board sets specific days and times in
any months for its meetings, no notice is required. No formal notice of a Board meeting is
necessary if all Directors are present, or if those absent have consented to
the meeting being held in their absence.
A directors meeting may also be held, without notice, immediately
following the Annual general Meeting of The Council for the purpose of electing
officers or addressing any other business before the Board. The Directors may consider or transact any
business at any meeting of the Board.
Any Directors may at any time waive notice of any such meeting and may
ratify and approve any or all proceedings taken at that meeting.
4.12 Voting: Questions arising at any Board of
Directors meeting shall be decided by a majority of votes. In case of an equality of votes, the
President shall have a second vote. A
declaration by the President that a resolution has been carried and an entry to
that effect in the minutes shall be admissible in evidence without proof of the
number of votes recorded in favour of or against the resolution. The Board may sign a resolution that is as
valid as one addressed at a meeting, and it is not necessary to give notice or
to call a meeting in this case. The date
on the resolution is the date the resolution is decided. Proxy voting is not allowed at any Board of
Directors meeting.
4.13 Officers: there shall be a President, one or
more Vice-Presidents, a Secretary and a Treasurer, or a Secretary-Treasurer,
and such other Officer as determined by the Board of Directors. One person may hold more than one office
except the President. The Officers shall
be elected by the Board of Directors from among their number at the first meeting
of the Board after the annual election or when successors are elected.
4.14 Terms of Officers: Officers shall serve a
two-year (2) term. Officers may be
re-elected to the same office for one (1) additional year.
4.15 Duties of the Officers
a) President:
The President shall preside at all meetings of the members and of the Board of
Directors. The President shall also be
charged with overseeing the general management of the affairs and operation of
The Council. During the absence or
incapacity of the President, the President`s duties and powers may be exercised
by a Vice-President or another Director appointed by the Board.
b) Vice
President(s): The Vice President(s) shall serve in the absence of the President
and will normally assume the Presidency upon the completion of the President`s
term. The Vice President(s) shall also perform
such other duties as determined by the Board.
c) Secretary:
The Secretary shall attend all meetings of the members and of the Board of
Directors and ensure that minutes of all proceedings are kept. The Secretary shall serve all notices
required to members and Directors. The
Secretary shall be the custodian of the seal of The Council and of all records,
books, and other documents belonging to The Council, and shall deliver same
when authorized by the Board to do so.
The Secretary shall perform other duties as determined by the Board of
Directors.
d) Treasurer: The Treasurer is responsible to ensure that
full and accurate accounts of all receipts and disbursements of The Council are
kept and to deposit all moneys or other valuable effects to the credit of The
Council in financial institutions designed by the Board of Directors. The Treasurer shall disburse the funds of The
Council under the direction of the Board and shall render to the Board whenever
required an account of the financial position of The Council. The Treasurer shall provide an account of the
financial position of The Council to the Annual General Meeting. The Treasurer shall also perform other duties
as determined by the Board of Directors.
e) Other
Officers: The duties of other Officers of The Council shall be determined by
the Board of Directors.
f) Past
President: The Past President is not an Officer. The Past President is an ex officio Director
for a term of one (1) year, commencing immediately after the termination of the
term as President. The Past President
shall also perform other duties as determined by the board of Directors.
4.16 Vacancies in officers: The Board may fill
vacancies of Officers from among its number to serve until after the next
Annual General meeting at which Directors are elected.
4.17 Removal of Officers: The Board by resolution may remove an Officer
before the expiration of the term.
4.18 Remuneration of Directors: Directors shall receive
no remuneration for acting as such. Directors may be reimbursed for reasonable
expenses incurred in the performance of Board duties. Directors are not prevented from service The
Council in other capacities and receiving compensation.
4.19 Committees: In order to achieve the goals of
The council and to meet legislated requirements, the Board of Directors, may
appoint committees.
4.20 Committee Powers: All committee powers and
privileges are given to the committees by the Board of Directors. All committees must provide minutes and
report their findings and recommendations to the Board in the manner and at
intervals determined by the Board.
4.21 Committee Terms: The Board of Directors shall determine the
number of members in each committee.
Terms of committee membership is normally one (1) year, and may be
renewed at the discretion of the Board.
Committees may set their own quorum at not less than half of the members.
4.22 Committee Removal: All committees and committee members serve at
the pleasure of the Board of Directors and may be removed for any reason by
Board resolution.
4.23 Ethics Committee: There shall be an Ethics
Committee whose purpose is to investigate accusations and violations of The
Council`s Code of Ethics and to serve as a mediator in disputes between
members. Allegations may be made by a
member of the public, the Registrar, or by another member. Based on the outcome of the review, the
Ethics Committee has the power to:
a) dismiss the allegations as
unfounded;
b) issue a written warning to the
member;
c) refer the matter to the Registrar
for an official investigation;
d) suspend membership in The Council;
e) cancel membership in The Council.
Penalties will be determined by the Board upon recommendation of the Ethics
Committee.
4.24 Indemnification:
a) Each Director or Officer holds office with
protection from The Council. The Council
indemnifies each Director or Officer against all costs and charges that result
from any act don as a Director or Officer for The Council. The Council does not protect any Director or
Officer for acts of fraud, dishonesty, or bad faith.
b) No Director or Officer is liable for the
acts of any other Director, Officer, or employee. No Director or Officer is responsible for any
loss or damage due to the bankruptcy, insolvency, or wrongful act of any
person, organization or corporation dealing with The Council. No Director or Officer is liable for any loss
due to an oversight or error in judgement, or by an action when acting as a
Director or Officer of The Council, unless the act is Fraud, dishonesty, or bad
faith
c) Directors or Officers can rely on the
accuracy of any statement or report prepared by The Council`s auditor.
Directors or Officers are not liable for any loss or damage as a result of
acting on that statement or report.
ARTICLE V –
FINANCIAL AND CONTRACTUAL MATTERS
5.1 Fiscal
Year: The fiscal year of The Council is January 1st to December 31st.
5.2 Audit:
The Council will conduct an annual audit or financial review. The board will ensure that at each Annual
General Meeting, members appoint an auditor to audit or two Individual members
in good standing who are not Directors to review the accounts of The Council. The auditors or financial reviewers will hold
office until the next Annual general Meeting provided that Directors may fill
any causal vacancy in that office. The Board will set the remuneration of the
auditor or financial reviewers.
5.3 Execution of Documents: Significant deeds, transfers, licenses,
contracts, agreements, and instruments in writing, beyond those covered by
Board policies for reasonable day-to-day operations of The Council, shall be
approved by the Board and signed by two authorized persons identified by the
Board and, where required, the Secretary shall affix the seal.
5.4 Deposit of Securities for Safekeeping: The securities of The Council shall be
deposited for safekeeping with one or more financial institutions determined by
the Board. Securities so deposited may
be withdrawn upon the written order to The Council signed by authorized persons
in a manner determined by the Board.
ARTICLE VI – MISCELLANEOUS MATTERS
6.1 Notice: Any notice or other document to be
served to a member, Director, Officer, or auditor shall be sufficiently given
if delivered personally, or if delivered to the last recorded address, or if
sent to the recorded address by any means of prepared transmitted or electronic
communication. A notice so delivered is
deemed to have been given delivered or dispatched.
6.2 Error or Omission in Notice: No error or omission in giving notice of any
Annual General Special, or adjourned meeting of The council or its Board of
Directors shall invalidate the meeting or make void any proceedings taken at
that meeting. Any member or Director may
at any time waive notice of any meeting and may ratify any proceedings of that
meeting.
6.3 Procedures at Meetings: At all Annual
General, Special, and Directors` Meetings, procedural matters not specifically
addressed here shall be governed by Robert`s Rules of Order.
6.4 Rules and Regulations: The Board may make, amend, or repeal Rules
and Regulations relating to the management and operation of The Council as it
deems expedient, provided they are not contrary to the provisions of the Act
or they Bylaws. Such rules and
regulations shall have force immediately on approval by The Board.
6.5 Bylaws:
The Bylaws shall govern The Council of Private Investigators-Ontario.
6.6 Amendment of Bylaws: the Bylaws of The Council must be approved by
a majority of the Board of Directors and by a special resolution of the
Individual members in good standing at a meeting for which notice of the
changes has been given.
6.7 Repeal of Bylaws: These Bylaws repeal and supersede any
previous Bylaws of The Council.
6.8 Dissolution:
The Council shall not be voluntarily dissolved unless the members at a
meeting called for that purpose pass a special resolution to that effect. Upon the dissolution of The Council, any
assets remaining after the payment and satisfaction of the debts and
liabilities of the Council shall be transferred to one or more organizations in
Canada having similar objects and in no event shall assets be distributed for
the personal benefit of any member of The Council
