The objects of the The Royal Architectural Institute of Canada Foundation are as follows:
In these bylaws:
l. “Act” means The Canada Corporations Act, R.S.C. 1970, Chapter C-32, and amendments thereto, or any successor legislation;
2. “RAIC” means The Royal Architectural Institute of Canada;
3. “RAIC board” means the Board of Directors of The Royal Architectural Institute of Canada; and
4. “College of Fellows” means College of Fellows established pursuant to the bylaws of the RAIC.
l. The Foundation shall consist of seven members, hereinafter called Trustees, as follows:
(a) A Past-President of the RAIC no longer serving on the Board of Directors, but who has served in that capacity within three years of appointment as a Trustee
(b) The Chancellor of the College of Fellows (or the Chancellor’s designate appointed from the Executive of the College of Fellows)
(c) A member of the College of Fellows
(d) A member of the RAIC
(e) The remainder of the Trustees to be made up of individuals from the public at large elected by the Trustees
2. Any Trustee may resign by delivering to the President of the Foundation a written resignation and lodging a copy of same with the Secretary of the Foundation.
3. The term of office of a Trustee shall be three years unless automatically vacated in the event that the Trustee:
(a) Resigns
(b) Is removed by a vote of three-quarters of the remaining Trustees at a meeting of Trustees duly called for the purpose
(c) Dies
Vacancies so occurring prior to the normal expiry of the term of office of a Trustee may be filled by the appointment of a duly qualified person by the Trustees. Alternatively, as long as there is a quorum, the Trustees can decide that a vacancy may remain until the next annual general meeting.
4. Each year the Trustees shall appoint a Nominating Committee to identify and nominate persons to fill vacancies. At least 31 days prior to the annual general meeting of the foundation the Nominating Committee, or any Trustee, shall submit to the Chair the names of nominees. The chair shall forward these to the Trustees at least seven days prior to annual general meeting.
5. The Trustees at the annual general meeting will elect all Trustees, except the Chancellor, from the list of nominees.
6. A Trustee may not serve more than two consecutive (3-year) terms of office.
Article III – Meetings of Trustees
l. An annual meeting of the Trustees shall be held at the head office of the Foundation or elsewhere in Canada, as the Trustees may designate, sixty days written notice of the annual meeting shall be given to each Trustee. At the annual meeting, the Trustees shall elect the Officers and appoint the Auditor of the Foundation and shall receive the reports of the outgoing Officers.
2. Additional meetings of Trustees or committees of the Trustees determined by the Officers provided that appropriate notice of any such meetings shall be given to each Trustee may be held at any time and place and may participate by teleconference and other means of communication.
3. Four Trustees present in person or by proxy at any meeting of Trustees shall constitute a quorum. Each Trustee shall have the right to exercise one vote with the exception of the Chair who shall vote only in the event of and to break a tie vote. All questions shall be determined by majority vote except where the Act or these bylaws otherwise provide.
4. The Trustees may invite an observer as appropriate to report on any matter of interest to the Trustees.
Article IV – Power and Duties of Trustees
l. The Trustees shall generally manage the property and business of the Foundation and shall take an active role in generating revenue for the Foundation.
2. Trustees shall not receive any remuneration for their services but, by resolution of the Trustees, expenses of their attendance at meetings of Trustees may be allowed, by way of fixed sum or otherwise.
3. Without limiting the generality of and subject always to paragraph l hereof, the Trustees shall have the following powers:
(a) To authorize expenditures on behalf of the Foundation from time to time
(b) To delegate by resolution to an Officer or Officers of the Foundation the right to employ and pay salary to employees of the Foundation
(c) To make expenditures for the purpose of furthering the objects of the Foundation
(d) To make arrangements with trust companies for the purpose of creating trust funds in which the capital and interest may be made available for the benefit of persons having made, making, or capable of making notable contributions to the profession of architecture in accordance with such terms and conditions as the Trustees may prescribe
4. The Trustees may take such steps, as they may deem requisite to enable the Foundation to receive donations and benefits for the purpose of furthering the objects of the Foundation.
Article V – Officers and Employees
l. The Officers of the Foundation shall be a Chair, Vice-Chair, and Honorary Secretary-Treasurer and such other Officers as the Trustees may determine.
2. The Officers shall be elected from among the Trustees at the annual meeting of Trustees and shall hold office for one year or until their successors are elected or appointed. Any Officer may be removed by a vote of three-quarters of the Trustees at a meeting duly called for the purpose.
3. The Trustees may employ an Executive Director and such other agents and engage such employees as they deem necessary from time to time, and such persons shall have such authority and shall perform such duties as shall be prescribed by the Trustees at the time of such appointment.
4. The remuneration of all agents and employees shall be fixed by the Trustees by resolution.
5. The Chair shall be the Chief Executive Officer of the Foundation. The Chair shall preside at all meetings of the Foundation and of the Trustees. The Chair shall have responsibility for the general and active management of the business of the Foundation. The Chair shall see that all orders and resolutions of the Trustees are carried into effect and the Chair or the Vice-Chair with the Honorary Secretary-Treasurer or other Officer appointed by the Trustees for the purpose shall sign all bylaws and other documents requiring the signatures of the Officers of the Foundation.
6. The Vice-Chair shall, in the absence or disability of the Chair, perform the duties and exercise the powers of the Chair and shall perform such other duties as shall from time to time be imposed upon the Vice-Chair by the Trustees.
7. The Secretary-Treasurer shall be responsible for the proper maintenance of all administrative and financial records and shall assist the Chair and Vice-Chair in carrying out their duties.
8. The Executive Director shall have the custody of the Foundation funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Foundation and shall deposit all moneys and other valuable effects in the name and to the credit of the Foundation and in such depositories as may be designated by the Trustees from time to time. The Executive Director shall disburse the funds of the Foundation as may be ordered by the Trustees, taking proper vouchers for such disbursements, and shall render to the Chair and Trustees at the regular meeting of the Board, or whenever they may require it, an account of all transactions as Treasurer and of the financial position of the Foundation. The Executive Director shall also perform such other duties as may from time to time be determined by the Trustees. The Executive Director shall attend all sessions of the Trustees and all meetings of the members and act as clerk thereof and record all votes and minutes of all proceedings in the books to be kept for that purpose. They shall give or cause to be given notice of all meetings of the members and of the Trustees, and shall perform such other duties as may be prescribed by the Trustees or the Chair, under whose supervision they shall be. They shall be custodian of the seal of the Foundation, which they 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.
Article VI – Signature and Certification of Documents
l. The seal of the Foundation shall be in such form as shall be prescribed by the Trustees and shall have the words “The Royal Architectural Institute of Canada Foundation” endorsed thereon.
2. Contracts, documents, or any instruments in writing requiring the signature of the Foundation, shall be signed by any two of the Chair, Vice-Chair, or Honorary Secretary-Treasurer, and all contracts, documents, and instruments in writing so signed shall be binding upon the Foundation without any further authorization or formality. The Trustees shall have the power from time to time by bylaw to appoint an Officer or Officers on behalf of the Foundation to sign contracts, documents, and instruments in writing. The seal of the Foundation when required shall be affixed to contracts, documents, and instruments in writing signed as aforesaid or by any Officer or Officers appointed by resolution of the Trustees.
l. The Trustees shall at their annual meeting confirm the appointment of the firm engaged to audit the accounts of the Foundation and to hold office until the next annual meeting. The remuneration of the auditor shall be approved by the Trustees.
2. The financial year end of the Foundation shall be the 31st day of December in each year.
Article VIII – Amendment of Bylaws
These bylaws may be amended by the Trustees provided that such amendments shall not be enforced or acted upon until the receipt of Ministerial approval of the Corporations Directorate of Industry Canada.
Amended May 19, 2011
6118 James Bell Drive, ON Canada K4M 1B3 | Toll Free: 1844-856-RAIC | tel: 613-241-3600 | Office hours: Monday-Friday: 9 a.m. – 5 p.m. (ET)
Organization
Membership
Quick Links
Support
