The CIWS is no longer active.
BYLAWS OF THE CANADIAN INJURED WORKERS SOCIETY
of the Corporation are:
1. To promote fair and equitable compensation
for injured workers in Canada, to address the mistreatment of injured workers
and to voice the common concerns of injured workers across Canada.
2. Until changed in accordance with the Act, the Head
Office of the corporation shall be in the City of Saskatoon, in the Province of
Conditions of Membership:
membership in the corporation shall be limited to persons interested in
furthering the objects of the corporation and shall consist of anyone whose
application for admission as a member has received the approval of the Board of
Directors of the corporation provided that the Board of Directors shall be made
up of injured workers or the immediate family members of injured workers.
Anyone in a conflict of interest regarding the best interests of injured
workers will not be allowed membership.
4. Associate Sponsors are
non-voting members and consist of groups or individuals interested in
furthering the objects of the corporation.
5. The membership fees or
dues will be decided by a majority vote of the Board of Directors.
Any member of the Board of Directors, any Executive Officer or any Associate
Sponsor may withdraw from the corporation by delivering to the corporation a
written resignation and lodging a copy of the same with the Secretary of the
7. Any member in any capacity may be required to resign
for certain infractions as determined by the Board of Directors. Any member in
any capacity may be required to resign by a vote of two-thirds (2/3) of the
Board of Directors and will have his online status and voting privileges
8. That all general members who have a membership
card can participate in discussions and voting at annual general meetings
online with the use of their membership number identification.
members of the Board of Directors and all Executive Officers must be injured
workers or the immediate family member of an injured worker. Any member wishing
to be on the Board of Directors or an Executive Officer must open their name to
the general membership and provide proof of their status as an injured worker
or the immediate family member of an injured worker.
10. No member may
publicly state that they represent the society on any issue without receiving
consensus from the Board of Directors. Any member doing so may be required to
resign by a vote of two-thirds (2/3) of the Board of Directors and will have
his online status and voting privileges revoked immediately.
member may breach the confidentiality of another member. Any member doing so
may be required to resign by a vote of two-thirds (2/3) of the Board of
Directors and will have his online status and voting privileges revoked
12. The annual or any
other general meeting of the members shall be held on the online forum at or at
any place in Canada as the board of directors may determine and on such day as
the said directors shall appoint. The members may resolve that a particular
meeting of members be held outside of Canada. The webmaster, chairperson or
elected officials of any online meetings have the right to remove, edit, move
or close any topic at any time should they see fit. Members must conduct
themselves within meeting halls as is required at any society meeting. The
chair, or executive members retain the right to control the flow of the
meetings, and if it requires so, the right to close or edit posts that could be
considered discriminatory or in any other way may be deemed detrimental to the
12a. Meetings by Teleconference. If a majority of the members
of the Corporation consents (either at a meeting of members by simple
resolution or by consents signed individually by a majority of the members), a
meeting of members of the Corporation may be held by teleconference or
12b. Meetings by Other Electronic Means. The members
of the Corporation may meet by other electronic means that permits each member
to communicate adequately with each other, provided that:
(a) the board of
directors of the Corporation has passed a resolution addressing the mechanics
of holding such a meeting and dealing specifically with how security issues
should be handled, the procedure for establishing a quorum and recording
(b) each member has equal access to the specific means of
communication to be used;
(c) each member has consented in advance to
meeting by electronic means using the specific means of communication proposed
for the meeting.
13. At every annual meeting, in addition to any other
business that may be transacted, the report of the directors, the financial
statement and the report of the auditors shall be presented and auditors
appointed for the ensuing year if required. The members may consider and
transact any business either special or general at any meeting of the members.
The board of directors or the president or vice-president shall have power to
call, at any time, a general meeting of the members of the corporation. The
board of directors shall call a special general meeting of members on written
requisition of members carrying not less than 5% of the voting rights. Two (2)
times the number of the existing Board of Directors plus a majority of the
directors must be present in person or online in order to constitute a quorum
for a general meeting. This number may be amended by a membership meeting.
14. Fourteen (14) days' written notice by any means such as by mail, email
or fax shall be given to each voting member of any annual or special general
meeting of members. Notice may be given by telephone but only where written
means are not available. Notice of any meeting where special business will be
transacted shall contain sufficient information to permit the member to form a
reasoned judgement on the decision to be taken. Notice of each meeting of
members must remind the member if he has the right to vote by proxy.
15. Each voting member present at a meeting shall have the right to exercise
one vote. A member may, by means of a written proxy, appoint a proxyholder to
attend and act at a specific meeting of members, in the manner and to the
extent authorized by the proxy. A proxyholder must be a member of the
16. A majority of the votes cast by the members present
and carrying voting rights shall determine the questions in meetings except
where the vote or consent of a greater number of members is required by the Act
or these By-laws.
17. No error or omission in giving notice of any
annual or general meeting or any adjourned meeting, whether annual or general,
of the members of the corporation shall invalidate such meeting or make void
any proceedings taken thereat and any member may at any time waive notice of
any such meeting and may ratify, approve and confirm any or all proceedings
taken or had thereat. For purpose of sending notice to any member, director or
officer for any meeting or otherwise, the address, email address, fax number or
telephone number of the member, director or officer shall be the last one
recorded on the books of the corporation.
18. The property and business of the corporation shall be
managed by a board of directors, comprised of a minimum of five directors. The
number of directors shall be determined from time to time by a majority of the
directors at a meeting of the board of directors and sanctioned by an
affirmative vote of at least two-thirds (2/3) of the members at a meeting duly
called for the purpose of determining the number of directors to be elected to
the board of directors. The Board of Directors will strive to achieve
representation from every province/territory if possible and equitable
representation from each province so that no single province holds a majority
vote. The maximum number of Directors will be limited to two from each province
or territory. Directors must be injured workers or the immediate family member
of an injured worker, 18 years of age, with power under law to contract.
Directors must be members of the Society. Directors may not be in a conflict of
interest regarding the best interests of injured workers.
applicants for incorporation shall become the first directors of the
corporation whose term of office on the board of directors shall continue until
their successors are elected.
20. At the first meeting of members, the
board of directors then elected shall replace the provisional directors named
in the Letters Patent of the corporation.
21. Directors shall be
elected for a term of 1 year by the members at an annual meeting of
22. The office of director shall be automatically
a) if at a special general meeting of members, a resolution is
passed by 2/3 of the members present at the meeting that he be removed from
b) if a director has resigned his office by delivering a written
resignation to the secretary of the corporation;
c) if he is found by a
court to be of unsound mind;
d) on death; provided that if any vacancy
shall occur for any reason in this paragraph contained, the board of directors
by majority vote, may, by appointment, fill the vacancy with a member of the
corporation who is an injured worker or the immediate family member of an
23. The directors shall serve as such without
remuneration and no director shall directly or indirectly receive any profit
from his position as such; provided that a director may be paid reasonable
expenses incurred by him in the performance of his duties. Nothing herein
contained shall be construed to preclude any director from serving the
corporation as an officer or in any other capacity and receiving compensation
24. A retiring director shall remain in office until the
dissolution or adjournment of the meeting at which his retirement is accepted
and his successor is elected.
Powers of Directors:
directors of the corporation may administer the affairs of the corporation in
all things and make or cause to be made for the corporation, in its name, any
kind of contract which the corporation may lawfully enter into and, save as
hereinafter provided, generally, may exercise all such other powers and do all
such other acts and things as the corporation is by its charter or otherwise
authorized to exercise and do.
26. The directors shall have power to
authorize expenditures on behalf of the corporation from time to time and may
delegate by resolution to an officer or officers of the corporation the right
to employ and pay salaries to employees. The directors shall have the power to
enter into a trust arrangement with a trust company for the purpose of creating
a trust fund in which the capital and interest may be made available for the
benefit of promoting the interest of the corporation in accordance with such
terms as the board of directors may prescribe.
27. The board of
directors shall take such steps as they may deem requisite to enable the
corporation to acquire, accept, solicit or receive legacies, gifts, grants,
settlements, bequests, endowments and donations of any kind whatsoever for the
purpose of furthering the objects of the corporation.
28. The board of
directors may appoint such agents and engage such employees as it shall deem
necessary from time to time and such persons shall have such authority and
shall perform such duties as shall be prescribed by the board of directors at
the time of such appointment.
29. Remuneration for all officers,
agents and employees and committee members shall be fixed by the board of
directors by resolution. Such resolution shall have force and effect only until
the next meeting of members when such resolution shall be confirmed by
resolution of the members, or in the absence of such confirmation by the
members, then the remuneration to such officers, agents or employees and
committee members shall cease to be payable from the date of such meeting of
30. Meetings of the board of
directors may be held at any time and place to be determined by the directors
provided that 48 hours written notice of such meeting shall be given by email
or fax to each director. Notice by mail shall be sent at least 14 days prior to
the meeting. There shall be at least one (1) meeting per year of the board of
directors. No error or omission in giving notice of any meeting of the board of
directors or any adjourned meeting of the board of directors of the corporation
shall invalidate such meeting or make void any proceedings taken thereat and
any director may at any time waive notice of any such meeting and may ratify,
approve and confirm any or all proceedings taken or had thereat. Each director
is authorized to exercise one (1) vote.
30a. The directors may invite
experts or professionals to a directors meeting for consultation on specific
topics provided that the expert attends only that part of the meeting involving
the consultation. Attendance at a directors meeting by an expert or
professional does not imply special status in the society or give the expert or
professional any particular standing or power within the society. The board
will request that the guest maintain the society's confidentiality.
31. A majority of directors in office, from time to time, shall constitute a
quorum for meetings of the board of directors. Any meeting of the board of
directors at which a quorum is present shall be competent to exercise all or
any of the authorities, powers and discretions by or under the by-laws of the
31a. Meetings by Teleconference. If a majority of the
directors of the Corporation consents (either at a meeting of directors by
simple resolution or by consents signed individually by a majority of the
directors), a meeting of directors of the Corporation may be held by
teleconference or video-conference.
31b. Meetings by Other Electronic
Means. The directors of the Corporation may meet by other electronic means that
permits each director to communicate adequately with each other, provided
(i) the board of directors of the Corporation has passed a resolution
addressing the mechanics of holding such a meeting and dealing specifically
with how security issues should be handled, the procedure for establishing a
quorum and recording votes;
(ii) each director has equal access to the
specific means of communication to be used;
(iii) each director has
consented in advance to meeting by electronic means using the specific means of
communication proposed for the meeting.
Minutes of Directors
32. The minutes of the board of directors shall not be
available to the general membership of the corporation but shall be available
to the board of directors, each of whom shall receive a copy of such minutes or
have it available to them in electronic form. In the case of a director being
absent from a meeting, the minutes of directors meetings will be available to
every director online.
Indemnities to Directors and Others:
33. Every director of the corporation and their heirs, executors and
administrators, and estate and effects, respectively, shall from time to time
and at all times, be indemnified and saved harmless out of the funds of the
corporation, from and against;
a) all costs, charges and expenses which
such director sustains or incurs in or about any action, suit or proceedings
which is brought, commenced or prosecuted against him, or in respect of any
act, deed, matter of thing whatsoever, made, done or permitted by him, in or
about the execution of the duties of his office or in respect of any such
b) all other costs, charges and expenses which he sustains or
incurs in or about or in relation to the affairs thereof, except such costs,
charges or expenses as are occasioned by his own wilful neglect or default.
34. The officers of the corporation shall be a
president, vice-president, secretary and treasurer and any such other officers
as the board of directors may determine. No two offices may be held by the same
35. Officers must be directors and must be injured workers or
the immediate family member of an injured worker. Officers may be taken from
the Board of Directors.
36. The president, vice president, secretary
and treasurer shall be elected at an annual meeting of members after the
directors have been elected. . Officers other than these shall be appointed by
resolution of the board of directors at the first meeting of the board of
directors following an annual meeting of members.
37. At each annual
general meeting, the membership will vote in this order:
a) vote for Board
of Directors (minimum five)
b) vote for President
c) vote for
d) vote for treasurer
e) vote for secretary
The officers of the corporation shall hold office for one year from the date of
appointment or election or until their successors are elected or appointed in
their stead. Officers shall be subject to removal by resolution of the board of
directors at any time.
Duties of Officers:
president shall be the chief executive officer of the corporation. He shall
preside at all meetings of the corporation and of the board of directors. He
shall have the general and active management of the affairs of the corporation.
He shall see that all orders and resolutions of the board of directors are
carried into effect.
40. The vice-president shall, in the absence or
disability of the president, perform the duties and exercise the powers of the
president and shall perform such other duties as shall from time to time be
imposed upon him by the board of directors.
41. The treasurer shall
have the custody of the funds and securities of the corporation and shall keep
full and accurate accounts of all assets, liabilities, receipts and
disbursements of the corporation in the books belonging to the corporation and
shall deposit all monies, securities and other valuable effects in the name and
to the credit of the corporation in such chartered bank of trust company, or,
in the case of securities, in such registered dealer in securities as may be
designated by the board of directors from time to time. He shall disburse the
funds of the corporation as may be directed by proper authority taking proper
vouchers for such disbursements, and shall render to the president and
directors at the regular meeting of the board of directors, or whenever they
may require it, an accounting of all the transactions and a statement of the
financial position, of the corporation. He shall also perform such other duties
as may from time to time be directed by the board of directors.
The secretary may be empowered by the board of directors, upon resolution of
the board of directors, to carry out his affairs of the corporation generally
under the supervision of the officers thereof and shall attend all meetings and
act as clerk thereof and record all votes and minutes of all proceedings in the
books to be kept for that purpose. The minutes may be kept in electronic form.
He shall give or cause to be given notice of all meetings of the members and of
the board of directors, and shall perform such other duties as may be
prescribed by the board of directors or president, under whose supervision he
shall be. He shall be custodian of the seal of the corporation, which he shall
deliver only when authorized by a resolution of the board of directors to do so
and to such person or persons as may be named in the resolution.
The duties of all other officers of the corporation shall be such as the terms
of their engagement call for or the board of directors requires of them.
44. The board of directors may appoint committees
whose members will hold their offices at the will of the board of directors.
The directors shall determine the duties of such committees and may fix by
resolution, any remuneration to be paid.
45. Contracts, documents or any instruments in writing
requiring the signature of the corporation, shall be signed by the President
and Treasurer and an alternate signatory will be appointed from amongst the
directors by majority resolution of the Board of Directors. All contracts,
documents and instruments in writing so signed shall be binding upon the
corporation without any further authorization or formality. Any document so
signed must have the approval of a majority of the directors.
46. Unless otherwise ordered by the board of
directors, the fiscal year end of the corporation shall be December 31st.
Amendment of By-Laws:
47. The by-laws of the corporation not
embodied in the letters patent may be repealed or amended by by-law, or a new
by-law relating to the requirements of subsection 155(2) of the Canada
Corporations Act, may be enacted by a majority of the directors at a meeting of
the board of directors and sanctioned by an affirmative vote of at least
two-thirds (2/3) of the members at a meeting duly called for the purpose of
considering the said by-law, provided that the repeal or amendment of such
by-laws shall not be enforced or acted upon until the approval of the Minister
of Industry has been obtained.
48. The members
shall at each annual meeting appoint an auditor to audit the accounts of the
Corporation for report to members who shall hold office until the next
following annual meeting; provided, however, that the directors may fill any
casual vacancy in the office of the auditor.
49. The remuneration of
the auditor shall be fixed by the board of directors.
50. The directors shall see that all necessary books and
records of the corporation required by the by-laws of the corporation or by any
applicable statute or law are regularly and properly kept and that backups of
electronic records are kept.
Rules and Regulations:
board of directors may prescribe such rules and regulations not inconsistent
with these by-laws relating to the management and operation of the corporation
as they deem expedient, provided that such rules and regulations shall have
force and effect only until the next annual meeting of the members of the
corporation when they shall be confirmed, and failing such confirmation at such
annual meeting of members, shall at and from that time cease to have any force
Dissolution of the Corporation:
52. It is
specially provided that in the event of dissolution or winding-up of the
corporation, all its remaining assets after payment of its liabilities shall be
distributed to any charitable organization which helps the disabled as decided
by the Board of Directors by majority vote.
53. In these by-laws and in all other by-laws of the corporation hereafter
passed unless the context otherwise requires, words importing the singular
number or the masculine gender shall include the plural number or the feminine
gender, as the case may be, and vice versa, and references to persons shall
include firms and corporations.