2.1.1 Officers: The officers of the Society form the Executive Committee and are namely
i) a President, who shall normally serve a term of two years;
ii) a President-Elect, who shall serve for two years in effect as vice-president, who shall be designated as President for the following two-year term. In the event that the President-Elect is unable to succeed to the Presidency a new President and/or President-Elect shall be elected by the voting Membership according to Article 11.3.3;
iii) a Secretary who shall serve a term of three years;
iv) a Treasurer who shall serve a term of three years and who shall normally be elected in a year alternate to the election of the Secretary.
220.127.116.11 Council: The governing body of the Society, known and referred to as “the Council”, shall consist of ten (10) persons made up of 1) four (4) members of the Executive Committee and 2) three (3) Councillors who shall each serve a term of two years. Two Councillors shall normally be elected in one year and one in the next. 3) three (3) Divisional Heads who shall each serve a term of three years.
2.1.2 Council: Powers, Duties and Functions:
18.104.22.168 Council shall be charged with the duty of conducting the business and management of the Society and its affairs, while conforming to the provisions of the Canada Not-for-Profit Corporation Act, the Constitution these By-Laws, and the Standing Rules.
22.214.171.124 Council shall have authority to establish, and alter or amend as required, Standing Rules and procedures governing its meetings and the operations of the Society, within the Constitution and By-Laws.
126.96.36.199 Council shall serve as the By-Laws Committee of the Society.
188.8.131.52 Council shall appoint such Standing Committees, Ad Hoc Committees, Task Forces and Representatives as are required to conduct the business or implement the objectives of the Society.
184.108.40.206 Council shall receive reports from all Provincial and Local Sections, Committees, Task Forces, Representatives to external associations, and any individual or agency with whom contractual arrangements are, or will soon be, in force, according to the procedures laid down in the Standing Rules of the Society.
220.127.116.11 Notwithstanding these procedures, Council shall deal directly with reports from the Committees on Awards, Nominations and Professional Affairs with the exception of matters requiring preservation of confidentiality.
18.104.22.168 Council shall approve the designation of official documents as proposed by the Secretary.
2.1.3 Executive: Powers, Duties and Functions
22.214.171.124 The Executive of the Society shall be accountable to Council in all its functions.
126.96.36.199 The Executive shall have the responsibility for conducting the day-to-day business of the Society.
188.8.131.52 The Executive shall deal with matters which do not fall within the terms of reference of Standing Committees.
184.108.40.206 The Executive shall co-ordinate, where necessary, those matters which need to be referred to Standing Committees.
220.127.116.11 The Executive shall transact emergency business and take action on matters which cannot wait until the next Council meeting.
18.104.22.168 The Executive shall normally deal with all Committee reports except those reserved for full Council, and shall deal with all matters requiring confidentiality.
22.214.171.124 The President shall preside at all meetings of the Society, the Council and the Executive and shall be an ex- officio member of all Committees except the Committee on Nominations, and shall in general represent the Society declaring its will, and in all things obeying its command.
126.96.36.199 The President shall authenticate, by signature when necessary, all the acts and proceedings of the Society.
188.8.131.52 In the absence or inability of the President, the President-Elect shall perform the same functions and have the same powers as the President.
184.108.40.206 The President-Elect may be assigned certain tasks as considered appropriate by the President or Council, in particular serving as the regular or occasional representative of the Society on behalf of the President in meetings with governments or external associations.
220.127.116.11 The Secretary shall carry the responsibility for a) the correct recording of the Minutes of all general meetings of the Society, and b) the Minutes of the meetings of Council and Executive; c) timely announcements to the Membership of all general meetings; d) correspondence; and e) the performance of such other duties as ordinarily pertain to this office, including ensuring custody of the Corporate Seal and certifying any documents issued by the Society.
18.104.22.168 The Secretary shall maintain the list of official documents of the Society, propose additions to this list of documents for approval by Council, and ensure their appropriate translation and distribution.
22.214.171.124 The Secretary shall cause to be kept an Active Membership Register of every person who is a Member. The Active Membership Register shall contain the full name, current address, occupation and place of work. It shall be the responsibility of the Members to keep the Society informed with regard to their Professional Record.
Council may purge outdated or redundant data from the Membership Register according to Standing Rules.
126.96.36.199 The Secretary shall, according to procedures laid down in the Standing Rules, oversee the receipt and processing of all applications for Membership or changes in Membership status, and shall propose new Members and changes in status to Council for approval.
188.8.131.52 The Treasurer shall a) be charged with the general supervision of the funds of the Society, and b) receive all monies due to the Society, c) record all monetary receipts and disbursements, and d) submit a statement of the finances of the Society as often as required by the Executive, the Council or the Membership, e) be responsible for an annual audit.
184.108.40.206 All disbursements shall be made by the Treasurer, or another officer of the Society, at the Executive’s discretion.
220.127.116.11 The Treasurer shall prepare an annual budget and present it to Council for its approval. The approved budget shall be distributed to all Members at least thirty (30) days prior to the next Annual General Meeting.
18.104.22.168 The Treasurer shall be responsible for communications with the Academy, and Provincial and Local Sections in matters pertaining to dues.
22.214.171.124 The Treasurer shall propose any changes in annual dues to Council and, if approved by Council, to the Annual General Meeting for approval by the Membership.
126.96.36.199 The Treasurer shall propose the name(s) of the auditors to be appointed by Council for the coming fiscal year.
2.3 Indemnification of Directors and Officers
2.3.1 The Society shall indemnify any Director or officer or former Director or Officer of the Society against any expenses actually and necessarily incurred or imposed (including but not limited to, judgments, costs and counsel fees) in connection with the defence of any action, suit or proceeding in which involvement occurred by reason of being or having been such Director or Officer of the Society, except in relation to matters as to which such Director or Officer shall be adjudged in any action suit, or proceeding to be liable for negligence or misconduct in the performance of a duty for the Society. Such indemnification shall not be deemed exclusive of other rights to which such Director or Officer may be entitled, under any other By-Laws, agreement, a vote of the Members, or as a matter of law, or otherwise.
2.3.2 The Society shall be required to purchase and maintain insurance, if available, on behalf of each of its Directors, Officers, former Directors and former Officers against any liability incurred or alleged to have been incurred by them by reason of being or having been Directors or Officers of the Society. The Society shall purchase insurance in respect of potential liabilities of the Directors and Officers whether or not the Society would have the power to indemnify them against any such liability.