IPAC By-laws
As amended to August 23, 2009
The Institute of Public Administration of Canada was
incorporated by Letters Patent of the Dominion of Canada
dated 15th December 1947
RIGHTS, POWERS, PURPOSES AND OBJECTS
as amended by Supplementary Letters Patent dated August 1, 1950
A. To establish a learned society;
B. To promote amongst members of the federal, provincial and municipal public services of Canada the study of public administration with a view better to serve the public interest;
C. To recognize the bilingual aspects of public administration in Canada and favour their development by the activities of the Institute;
D. In connection with the aforementioned objects:
(1) to promote and maintain high ideals and traditions in the Public Services
(2) to promote the study of the vocational or professional practice of public administration; the
machinery necessary for the efficient day-by-day practice of public administration; and
historical, economic and political science with special reference to public administration and
constitutional law and practice;
(3) to facilitate the exchange of information and thought on administrative and related questions
with a view to the increased efficiency of the Public Services, and to the creation of a
well-informed public opinion concerning those Services, to provide opportunities for the
acquisition and dissemination of useful information concerning the Public Services
of this and other countries, and to develop the technique of administration;
(4) to give expression to the considered view of the members on questions of public duty and
professional etiquette;
(5) to promote good relations between the members of different branches of the Public Services
and to encourage interest in their professions;
(6) to afford information to the members and to the public by means of lectures and publications as
to the functions, aims and utility of the Public Services;
(7) to support the establishment of university courses leading to diplomas or degrees in public
administration;
(8) to solicit, acquire and receive funds or property given, devised or bequeathed to it for the
purpose of a permanent endowment and, subject to such conditions as may be imposed by the
donors thereof, to invest any such funds in any securities which may be lawfully held by trustees or
by savings banks and to expend the income of any such funds for any of the purposes of this
Corporation, and to change such investments from time to time as may be expedient in the
judgment of the Board of Directors of the Corporation;
(9) to take, own and hold by bequest, devise, deed, gift, purchase, lease or by judicial order or decree, for any of the purposes aforesaid, any real or personal property, without limitation as to the amount or value thereof, to sell, and subject to the provisions of section 63 of the Companies Act, to mortgage, assume the mortgage or mortgages or other like obligation on, lease or otherwise transfer such property and to invest and re-invest the principal thereof and the surplus income therefrom, and to deal with, use and apply any property belonging to the Corporation, and the income derived therefrom in such manner as in the judgment of the Board of Directors of the Corporation will best promote its objects;
(10) to do all such other lawful things as are incidental or conducive to the attainment of the objects or purposes for which this Corporation is constituted or any of them.
BY-LAWS
PART I
Interpretation
1. In these By-laws, if not inconsistent with the context,
(a) the term ''Public Service'' or ''Public Services'' shall include:
(i) The Civil Services of Canada, of each Province of Canada and of each Territory of
Canada;
(ii) The Administrative Services of
(a) Any agency, Board, Crown Corporation or Government Corporation of Canada or of a
Province or of a group of Provinces or of a Territory;
(b) The Canadian Armed Forces;
(c) Any municipal corporation or group of municipal corporations or Regional
jurisdiction in Canada;
(d) Any agency or local board of a municipal corporation or group of municipal
corporations or Regional jurisdiction in Canada;
(e) A School Board of Canada;
(f) Any University or College in Canada;
(g) Any agency of a university or college or of any group of universities or
colleges in Canada;
(h) Such other service organizations or activity as may be so designated or
defined by the Board of Directors but not individuals as such;
(i) Any hospital sponsored by a government or municipality.
(iii) The faculty of any university or college in Canada.
(b) "The Institute'' means the corporate body, The Institute of Public Administration of Canada, L'Institut d'Administration publique du Canada, incorporated by Letters Patent of Canada dated 15th December 1947;
(c) "Board of Directors'' means the Board of Directors of The Institute of Public Administration of Canada and L'Institut d'administration publique du Canada.
PART II
Membership and Fees
2. The Institute shall have the following categories of membership:
(a) members
(b) student members
(c) family members
(d) intern members
(e) retired members
(f) new professional
(g) new academic members
(h) institutional members
3. Any person interested in public administration may apply for membership in the Institute and, subject to payment of the prescribed fee, shall become a member on receipt of notification by the Board of Directors, or by the Chief Executive Officer on its behalf, that he or she has been duly accepted as such. Any two persons who are members of the same family and reside at the same address may apply for family membership in the Institute and, subject to payment of the prescribed fee, shall become members on receipt of notification by the Board of Directors, or the Chief Executive Officer on its behalf, that they have been duly accepted as such. Each family shall receive only one copy of the Institute mailings. Each family member shall be entitled to all other rights and privileges of membership.
4. Any person who is enrolled in full-time attendance at a post-secondary institution or studying towards a professional degree, diploma or professional designation who is enrolled in two or more semester courses per year may apply for student membership in the Institute and, subject to payment of the prescribed fee, shall become a student member on receipt of notification by the Board of Directors, or by the Chief Executive Officer on its behalf, that he or she has been duly accepted as such. A student member shall be entitled to all the rights and privileges of a member.
5. Any person who is a management intern/trainee in a recognized broader public sector program of a federal, provincial, and municipal government may apply for intern membership in the Institute and, subject to the payment of the prescribed fee for the duration of the internship period, shall become an intern member on receipt of notification by the Board of Directors, or by the Chief Executive Officer on its behalf, that he or she has been duly accepted as such. An intern member shall be entitled to all the rights and privileges of a member.
6. Any person who is a full-time employee of a public sector organization and has been so employed for less than five (5) consecutive years may apply for the New Professional membership in the Institute, and subject to the payment of the prescribed fee for the duration of the New Professional period, shall become a New Professional member on receipt of notification by the Board of Directors, or by the Chief Executive Officer on its behalf, that he or she has been duly accepted as such. A New Professional member shall be entitled to all the rights and privileges of a member for a maximum of five (5) consecutive years, after which that member will be considered a regular member.
7. Any person who is a full-time or part-time instructor/lecturer or professor as their principal occupation at a recognized post-secondary institution and has been so employed for less than five (5) consecutive years may apply for the New Academic membership in the Institute, and subject to the payment of the prescribed fee for the duration of the New Professional period, shall become a New Professional member on receipt of notification by the Board of Directors, or by the Chief Executive Officer on its behalf, that he or she has been duly accepted as such. A New Academic member shall be entitled to all the rights and privileges of a member for a maximum of five (5) consecutive years, after which that member will be considered a regular member.
8. Any member who has retired, may apply for retired membership in the Institute and, subject to the payment of the prescribed fee, shall become a retired member on receipt of notification by the Board of Directors, or by the Chief Executive Officer on its behalf, that he or she has been duly accepted as such. A retired member shall be entitled to all the rights and privileges of a member.
9. The annual membership fees shall be such sums as may be prescribed at an Annual General Meeting on the recommendation of the Board of Directors. It shall become first payable with an application for membership. The fees shall be payable to the Institute of Public Administration of Canada, L'Institut d'administration publique du Canada.
10. A member of any category whose annual fee remains unpaid shall cease to be in good standing and shall not be entitled to any rights of membership until the fee has been paid.
11. A member of any category may resign on giving notice to that effect to the Chief Executive Officer.
PART III
Organization and Officers
Board of Directors:
12. The affairs of the Institute shall be governed by a Board of Directors. Members of the Board of Directors shall receive no remuneration by virtue of sitting on the Board.
13. The Board of Directors shall be constituted as follows:
(a) there shall be one Director selected by each regional group at its annual general
meeting for a two-year term;
(b) the Board of Directors can add up to seven additional members;
(c) the Immediate Past-President shall be a member; and
(d) the Editor of CPA/APC; the Chair of the Research Committee; the President of the Canadian
Association of Programs in Public Administration (CAPPA); and the Endowment Fund Chair shall be
voting ex-officio members;
14. Subject to By-law 11 selected members of the Board of Directors shall hold office for two years from the Annual General Meeting following their selection and until their successors are similarly chosen and members-at-large shall hold office until the Annual General Meeting next following their appointment. Directors selected by regional groups may be removed by a vote of two-thirds of the members present at annual or special meeting of the regional group. Other Directors may be removed by a vote of two-thirds of the members of the Board of Directors.
15. Vacancies which occur in the member-at-large membership of the Board of Directors by the death or resignation or removal or retirement of such members shall be filled by the Board, and vacancies which occur in the membership of the Board of Directors selected by regional groups shall be filled by the regional group. Members appointed to fill vacancies shall hold office for the period for which the persons they replaced would have held office had they continued as members.
Election of the Board of Directors:
16. Each regional group shall forward to the Chief Executive Officer, not later than June 30 on a biennial basis, the name of its selected representative on the Board of Directors. In case a regional group representative has not been selected, the Board of Directors may appoint a representative from the regional group.
17. The Board of Directors can add up to seven additional members, one of whom shall be a new professional, on an annual basis for a one-year term to achieve sectoral balance and reflect member diversity, as part of succession planning, and to establish new partnerships and new sources of potential assistance. No member of the Institute shall be a member-at-large who has been a member of the Board of Directors in all of the three years immediately preceding the year for which it is desired to add him or her, excluding, however, in the computation of such three years any period served by a person as a National Officer.
Officers:
18. The Officers of the Institute shall be elected annually by the Board of Directors either from among the members thereof or added from the membership as set out in By-law 15 and shall hold office from the date of such election or addition until their successors are elected by the Board of Directors.
19. The Institute shall have the following national officers:
(a) a President
(b) a First Vice-President, who shall be President-elect
(c) a Second Vice-President
(d) a Third Vice-President
(e) a Secretary
(f) a Treasurer
(g) an Immediate Past President
20. The officers shall perform such duties and exercise such powers, not inconsistent with these By-laws, as are from time to time assigned to them by the Board of Directors.
Powers and Duties of the Board of Directors:
21. In addition to the powers conferred on it elsewhere in these By-laws and subject to the direction of the membership given in any Annual or Special General Meeting, the Board of Directors shall be responsible for the general management of the Institute and for the assets, income and property thereof, and may appoint and remove employees and prescribe their duties, and may make rules regulating its own procedure and, without restricting any of the foregoing, the Board of Directors shall have the power to
(a) select the officers of the Institute and additional members-at-large as provided in these By-laws;
(b) assign such duties and delegate such powers to the officers as it may deem appropriate;
(c) appoint such standing or special committees as it may deem advisable from time to time, either from its own members or from the general membership of the Institute or from both, and prescribe the duties and powers of any committee;
(d) establish and maintain a national office through which the business of the Institute may be carried on and at which the records of the Institute shall be kept including a register of the names and addresses of members;
(e) appoint an Chief Executive Officer and prescribe his or her duties which shall be carried out under the direction of the Board of Directors;
(f) fix the salaries and tenure of employees;
(g) in the last quarter of the fiscal year, receive, consider and approve with modifications as it may deem necessary, the annual budget as prepared by the Treasurer;
(h) make expenditures which it deems necessary to carry out the objects and purposes of the Institute;
(i) take such steps as it deems advisable to encourage membership in the Institute;
(j) enlist the services of any member of the Institute to assist in the execution of any of its duties;
(k) fill any vacancies of members-at-large of the Board of Directors;
(l) make necessary arrangements for the Annual General Meeting and any Special General Meeting and the Annual Conference;
(m) organize and charter Regional Groups, as hereinafter provided;
Meeting, Board of Directors:
22. The Board of Directors shall meet at the time of and immediately preceding the Annual General Meeting and also immediately after the Annual General Meeting, and shall hold such other meetings as may be called by the President or, in the absence of the President, or in case of a vacancy in that office, by the First Vice-President or failing a President and a First Vice-President by the Second Vice-President and so on according to the order as set out in by-law no. 17.
23. One third of the total membership of the Board of Directors shall constitute a quorum.
24. The President, or in the absence of the President, the First Vice-President, shall preside over the Board of Directors meetings. In the absence of both, any other National Officer designated by the Board of Directors may preside, or in the absence of any other National Officer any member elected by the Board of Directors shall preside.
Regional Groups:
25. The Regional Groups listed in Schedule A to these By-laws are hereby declared to be officially established and recognized Regional Groups under these By-laws.
26. Procedures for establishing and disbanding Regional Groups will be under such rules and policies as may be adopted by the Board of Directors from time to time.
27. Not more than one Regional Group shall be established in any one city.
28. No person who is not a member of the Institute may be considered as a member of a Regional Group.
29. The Board of Directors may authorize
(a) the payment of a sum established by the Board of Directors to assist in the organization of a Regional Group, and
(b) additional payments up to that amount in any one year to any established Regional Group to help defray the expenses of its programme.
30. A Regional Group shall have as officers a chairman, vice-chairman, secretary and treasurer, and such other members as deemed necessary, all of who shall be elected annually by the members of the Regional Group and shall constitute the Board of Directors of the Regional Group. The offices of secretary and treasurer may be combined at the option of the Regional Group.
31. Each Regional Group may arrange its own programme and may prescribe such rules or regulations for the conducts of its affairs as it may determine, so long as they are not inconsistent with these By-laws; but nothing herein shall prevent any Regional Group from holding open meetings.
32. Each Regional Group shall issue to the Board of Directors an annual report of activities and an audited financial statement within three months of its annual general meeting.
33. Each Regional Group shall forward to the Chief Executive Officer, not later than June 30 each year the names of its officers elected in accordance with section 28 of the By-laws.
PART IV
Publications
34. The Board of Directors may
(a) Authorize the publication of a journal or periodical under the imprimatur of the Institute on such terms and conditions as it may deem advisable;
(b) Provide for or sponsor publications under the imprimatur of the Institute.
35. The periodical "Canadian Public Administration: Administration publique du Canada'', is hereby declared to be the official journal of the Institute and to be under the direction of an editor or editors or editorial board or under such other form of direction as may be determined by the Board of Directors.
36. The Editor or Editors or Editorial board or other directing agency of the said journal shall be appointed by the Board of Directors and shall have direction and management of the journal while in office.
PART V
Meetings, Annual General and Special General
37. There shall be an Annual General Meeting of the members of the Institute on or before October 31 of each year on such date as the Board of Directors may determine.
38. The arrangements for the Annual General Meeting shall be in the hands of the Board of Directors.
39. Notice of the Annual General Meetings and of the general nature of the business to be dealt with shall be given in writing to all members by the Chief Executive Officer, at least eight weeks before the date of the Meeting.
40. Fifty members of the Institute in good standing shall constitute a quorum.
41. Save as otherwise or additionally specified by the Board of Directors the business of the Annual General Meeting and the order of its presentation and consideration shall be as follows:
(a) to receive and consider a report from the President on the activities of the Board of Directors including committees of the Board of Directors and the Institute at large, including the activities of Regional Groups, since the previous Annual General Meeting;
(b) to receive and consider a report from the Treasurer, together with the Auditor's report thereon, of the accounts of the Institute;
(c) to receive and consider a report by the Secretary;
(d) to appoint auditors for the current fiscal year;
(e) to consider any motion, except a motion to amend the By-laws, of which notice in writing may have been given to the Executive Director at least two weeks prior to the Annual General Meeting;
(f) to consider any motion, except a motion to amend the By-laws, the introduction of which is supported by not less than two-thirds of the members present at the Annual General Meeting;
(g) to consider motions for amendment of the By-laws proposed in accordance with Part VIII of these By-laws hereinafter set forth;
(h) to consider any other matters on the agenda for the meeting.
42. A Special General Meeting of the Institute may be called at any time by the Board of Directors and the Board of Directors shall call such a meeting on receipt of a request in writing specifying the nature of the business to be transacted and submitted by at least one-fifth of the members in good standing for the current year.
43. A notice shall be sent to every member of the Institute at least two weeks before the time appointed by the Board of Directors for a Special General Meeting and such notice shall specify the place where such meeting shall be held and the nature of the business to be transacted and no other business shall be transacted at such Special General Meeting.
44. At any Special General Meeting fifty members in good standing shall constitute a quorum.
45. A decision at a Special General Meeting shall have the same force and effect as a decision taken at an Annual General Meeting.
Annual Conference:
46. The Institute shall hold an Annual Conference as one of the means for promoting the objects and purposes of the Institute.
47. The Annual Conference shall be held concurrently with or immediately preceding or succeeding the Annual General Meeting, unless otherwise determined by the Board of Directors.
48. Notice of the time and place of each Annual Conference shall be given by the Chief Executive Officer to all members at least eight weeks prior to the time determined for the holding of such Conference. The notice shall indicate the general nature of the subjects concerning which discussions shall take place.
PART VI
General Financial Provisions
49. The fiscal year of the Institute shall be for the period of twelve months commencing on the first day of January and ending on the thirty-first day of December.
50. The Treasurer shall maintain accounts of and shall be responsible for funds received by him, and the Treasurer of each Regional Group shall maintain accounts of and shall be responsible for funds received by him from the Treasurer or from any other source.
51. The Treasurer shall open and maintain an account or accounts in the name of the Institute at a Chartered bank. All cheques shall be signed by the Chief Executive Officer and by the Treasurer, or in the absence of the latter, by the President, or, if the President is absent by such other member of the Board of Directors as may be designated by that Board, provided, further, that in the absence of the Executive Director or if that office is vacant, any two members of the Board of Directors as may be designated by that Board shall be proper signing officers.
52. (a) Where the Institute has on hand or in a chartered bank funds of the Institute in excess of current requirements, the Treasurer may, with the approval of the Board of Directors, invest such funds in trust for the Institute in securities that may lawfully be held by trustees in the Province wherein the Treasurer resides, or place such funds on time deposit with any trust company licensed to do business in Canada;
(b) the Treasurer, with the approval of the Board of Directors, may convert into cash or otherwise dispose of securities held in trust for the Institute.
PART VII
General Administrative Provisions
53. Every letter or notice relating to any matter concerning the Institute or a member thereof, sent by the Chief Executive Officer to a member, whether ordinary or registered post, and addressed to him or her at the address shown on the Register, shall be deemed to have been properly sent and received by such member in due course.
54. Documents issued by the Institute as authorized by the Board of Directors shall be certified by the President or Secretary and by the Chief Executive Officer or as the Board of Directors may direct.
55. The Register of the Institute shall, for all the purposes of the Institute, be deemed to contain a correct list of the members and their respective addresses, and it shall be the duty of the members to notify the Chief Executive Officer of any change of address.
56. The Institute shall have a corporate seal which shall be in a circular form and contain the words ``The Institute of Public Administration of Canada, L'Institut d'administration publique du Canada'', and it shall be kept at the head office of the Institute and shall be used as authorized by the Board of Directors.
PART VIII
Amendment of By-Laws
57. The By-Laws of the Institute may be amended, supplemented or repealed only at an Annual General Meeting.
58. Proposals for amendment, supplement or repeal may be introduced at an Annual General Meeting only if not less than six weeks' notice of the proposal or proposals has been given to the Chief Executive Officer.
59. Where such notice has been given to the Chief Executive Officer, he shall send the proposal or proposals to every member at least two weeks before the Annual General Meeting.
60. Subject to the approval of the federal Minister responsible for the Corporations Act, a proposal for amendment, supplement or repeal shall become effective when approved by a vote of two-thirds of the members present at an Annual General Meeting.
Operation of By-Laws
61. Upon the coming into force of these By-laws, all former By-laws of the Institute shall cease to have any effect but nothing herein shall derogate from the validity of anything done under their authority.
SCHEDULE A: Regional Groups
Calgary
Montreal
Saskatchewan
Edmonton
National Capital Region
Toronto
Fredericton
Newfoundland and Labrador
Vancouver
Hamilton
Nova Scotia
Victoria
Manitoba
Prince Edward Island
Yukon
Moncton
Quebec
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