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| Home > RAIC > RAIC Foundation > By-Laws | |
By-Laws
Objects
The objects of The Royal Architectural Institute of Canada Foundation are as follows:
(a) to provide bursaries, scholarships, and fellowships to Canadian architects, Canadian architectural students and Canadian Schools of Architecture;
(b) to provide equipment or teaching aids for forwarding the education of such architects or students in architecture;
(c) to promote and increase knowledge, skill, and proficiency in the profession of architecture in Canada and to assist in the establishment and maintenance of classes, schools, exhibitions, or lectures in, and promote public appreciation of, architecture and the allied arts and sciences in Canada, and to assist in the construction or maintenance of buildings or parts of buildings in Canada to be used for the furtherance of these objects;
(d) to solicit, acquire, accept, or receive gifts, donations, bequests, or subscriptions of money or other real or personal property, whether they be unconditional or subject to special conditions consistent with the above objects; and
(e) to provide grants in aid of research by Canadians or to undertake research in Canada in the field of architecture and in allied arts and sciences.
By-Laws
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) The two most immediate Past-Presidents of the RAIC no longer serving on the Board of Directors, together with two Fellows at large, one with distinction in design and one with distinction in service, to be appointed on the recommendation of the Chancellor by the Board of Directors, each to serve a term of two years beginning the year after becoming Past-President; and
(b) The Chancellor, Dean, and Registrar of the College of Fellows, each of whom shall serve a term concurrent with their term of office in the College of Fellows.
2. Any Trustee may resign by delivering to 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 automatically vacated in the event that one or more of the following occurs:
(a) they resign;
(b) they are removed by a vote of three-quarters of the remaining Trustees at a meeting of Trustees duly called for the purpose;
(c) they cease to be a member of the RAIC; or
(d) they die.
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 RAIC Board or the Officers of the College of Fellows, whichever appointed the Trustee originally.
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, in conjunction with the RAIC Annual Conference unless such time and date is changed by the Trustees. Seven 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 may be held at any time and place or by any means determined by the Officers provided that appropriate notice of any such meetings shall be given to each Trustee.
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.
Article IV - Power and Duties of Trustees
l. The Trustees shall generally manage the property and business of the Foundation, taking cognizance of the policies of the Board of The Royal Architectural Institute of Canada.
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; and
(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 appoint an Executive Secretary-Treasurer 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. They shall have responsibility for the general and active management of the business of the Foundation. They 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. The Chair shall report to the RAIC Board of Directors on the affairs 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 Honorary 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 Secretary-Treasurer 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 Secretary-Treasurer 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 Secretary-Treasurer shall also perform such other duties as may from time to time be determined by the Trustees. The Executive Secretary-Treasurer 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.
9. The Executive Secretary-Treasurer of the RAIC Foundation shall be the Executive Director of the RAlC or their delegate.
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 “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. This will normally be the Audit firm engaged by the RAIC. 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 subject to the approval of the RAIC Board of Directors provided that such amendments shall not be enforced or acted upon until the receipt of approval of the Ministry of Consumer Affairs.
Amended May, 2000
