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Definitions

  1. In this by-law and the schedules hereto and all other by-laws and resolutions of the Society, unless the context otherwise requires:
    • “Corporation” means the Society for Intelligence Management.
    • “Board” means the Board of Directors of the Society.
    • “Directors” means the Directors of the Society and includes the Elected Directors and the Appointed Directors. “Director” means any one of them.
    • “Documents” includes deeds, mortgages, hypothecs, charges, conveyances, transfers, and assignments of property, real or personal, immovable or movable, agreements, releases, receipts, and discharges for the payment of money or other obligations; conveyances, transfers, and assignments of shares, bonds, debentures, or other securities; and all paper writings.
    • “Election Procedures” means the procedures for the election of the Directors established by the Board from time to time, including, without limitation, the Chair-Elect.
    • “Member(s)” means a member of any of the classes of membership and includes individual members, public (NGOs, academic institutions) members, and private sector (corporations) members.

Governance (Board of Directors)

  1. The Board of Directors will consist of at least three members, including founding members who will automatically serve on the Board.
    2.1 The Directors may appoint one or more Directors, who shall hold office for a term expiring no later than the close of the next annual general meeting of Members. However, the total number of appointed Directors may not exceed one-third of the number elected at the previous annual general meeting.
    2.2 Directors shall be elected by the Voting Members in accordance with the Election Procedures established by the Board.
    2.3 Directors shall serve a term of four (4) years, renewable once, to ensure turnover in governance.
    2.4 A Director is eligible for election or appointment for a maximum of two (2) consecutive terms and is ineligible for re-election or re-appointment until eleven (11) months after ceasing to serve.
    2.5 Directors shall serve without remuneration and shall not receive any profit directly or indirectly from their position, except for reimbursement of reasonable expenses. Directors may be compensated for services provided in other capacities.
    2.6 Each Board Member, except the Chair, shall have one (1) vote. Questions shall be decided by majority vote, with the Chair voting only in the case of a tie.
    2.7 A Director’s office shall be vacated if they:

    • Are removed by a two-thirds (2/3) resolution of Voting Members at a special meeting.
    • Resign by delivering a written resignation to the Chair.
    • Miss three (3) consecutive meetings without reasonable cause.
    • Are deemed mentally incompetent or unsound of mind.
    • Declare bankruptcy or are otherwise insolvent.
    • Pass away.

2.8 The Directors may govern the affairs of the Association and enter into contracts on its behalf.
2.9 The Board may:

  • Borrow money on the credit of the Association.
  • Issue debentures or other securities.
  • Pledge or sell securities.
  • Secure liabilities through mortgages or pledges.
  • Authorize expenditures and regulate operations.
  • Appoint committees and advisory groups.
  • Establish a fund to promote the Association’s objectives.

2.10 The Board may schedule regular meetings.
2.11 Directors and Members may participate in meetings electronically, with equal access to materials and participation.
2.12 Resolutions signed by all voting Directors are valid and must be kept with meeting minutes.
2.13 A majority of Directors constitutes a quorum.


Membership

  1. Membership consists of founding, honorary, and regular members paying annual dues.
    3.1 Membership is available to individuals supporting the corporation’s purposes, as approved by the Board.
    3.2 Members may attend and vote at meetings.
    3.3 Active Members are entitled to one (1) vote each.
    3.4 Members in good standing may participate fully in SIM activities and be eligible for office.
    3.5 Members may withdraw by submitting written resignation to the Chair.
    3.6 Membership is non-transferable and ceases upon death, resignation, expulsion, or dissolution.
    3.7 The Board may suspend or expel Members for:

    • Violating by-laws.
    • Detrimental conduct.
    • Other reasonable grounds.

3.8 Suspended or expelled Members will be notified and may submit a written appeal within twenty (20) days.


Members’ Meetings

  1. The annual or any general meeting of Members shall be held at a place determined by the Board.
    4.1 The annual meeting shall occur no more than fifteen (15) months after the previous meeting.
    4.2 Business includes financial statements and other matters as determined by the Board.
    4.3 Notice of meetings shall be sent electronically 21-35 days prior.
    4.4 Each Voting Member has one (1) vote.
    4.5 Decisions require a majority vote, with 50% forming a quorum.

Other Provisions

  1. The corporation considers environmental and social impacts in its activities and governance.
  2. The corporation complies with data protection laws.
  3. The organization employs merit-based, non-discriminatory practices.
  4. Financial reserves may be established for sustainability.
  5. Intellectual property rights belong to the corporation, with licensing agreements possible.
  6. The corporation collaborates with other organizations.
  7. Directors, officers, and volunteers are indemnified against liabilities, except in cases of misconduct.
  8. Technology and automation are used ethically to improve operations.
  9. Financial resources include membership fees, grants, donations, and other authorized means.
  10. Contracts and documents require authorized signatures to bind the Association.
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