BY-LAW 2019-1

(Repeals and Replaces All Prior By-laws)

Ratified at the Special General Meeting of Members

held on
19 September 2019

Immigration Consultants of Canada Regulatory Council

Conseil de réglementation des consultants en immigration du Canada

1002-5500 North Service Road, Burlington, Ontario L7L 6W6

Version: 2019-001
Updated: 10 January 2020

©2020 IMMIGRATION CONSULTANTS OF CANADA REGULATORY COUNCIL

CONSEIL DE RÉGLEMENTATION DES CONSULTANTS EN IMMIGRATION DU CANADA
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BY-LAW 2019-1

TABLE OF CONTENTS

A. GENERAL...........................................................................................................................................................1
1. DEFINITIONS .....................................................................................................................................................1
1.1 Meaning of Words ...................................................................................................................................1
2. INTERPRETATION ..............................................................................................................................................6
2.1 Board’s Interpretation to Govern ............................................................................................................6
2.2 Writing includes All Forms .......................................................................................................................6
2.3 Extended Meaning of “Employer”, “Client” .............................................................................................6
2.4 Extended Meaning of Gender and Number .............................................................................................6
2.5 Non-Meetings of Tribunal Committees ...................................................................................................6
2.6 Extended Meaning of Statutory References ............................................................................................6
2.7 Headings for Convenience .......................................................................................................................7
2.8 Changed References ................................................................................................................................7
2.9 English and French Versions ....................................................................................................................7
2.10 Effect of Certified Copies .........................................................................................................................7
2.11 Effect of Absence of Name from the Register .........................................................................................7
3. REGULATIONS BY BOARD .................................................................................................................................7
3.1 Board Authority .......................................................................................................................................7
4. COMPLIANCE WITH BY-LAWS, RULES, AND REGULATIONS ..............................................................................8
4.1 Members’ Deemed Agreement ...............................................................................................................8
4.2 Deemed Agreement of Others.................................................................................................................8
4.3 Council Authority to Refer Information ...................................................................................................8
4.4 Requirement for Agent for Service ..........................................................................................................8
4.5 Applicant Declarations Required .............................................................................................................8
4.6 Applications in Writing ............................................................................................................................9
4.7 Effect of Member Suspension ..................................................................................................................9
4.8 Member Cessation of Practice upon Suspension ....................................................................................9
4.9 Continued Obligations of Suspended Member .......................................................................................9
4.10 Effect of RISIA Suspension .......................................................................................................................9
4.11 RISIA Cessation of Practice upon Suspension ..........................................................................................9
4.12 Continued Obligations of Suspended RISIA ...........................................................................................10
4.13 Effect of Firm Suspension ......................................................................................................................10
4.14 Discipline Powers Continue ...................................................................................................................10
5. MEMBER CONTACT PARTICULARS AND COMMUNICATIONS ........................................................................10
5.1 Maintenance of Contact Particulars ......................................................................................................10
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5.2 Giving or Service Notice or a Document ................................................................................................10

5.3 Deemed Receipt.....................................................................................................................................11
5.4 Calculation of Days ................................................................................................................................11
6. DELIVERY OF DOCUMENTS TO THE COUNCIL .................................................................................................11
6.1 Methods of Delivery to Council .............................................................................................................11
7. ELECTRONIC SIGNATURE ................................................................................................................................12
7.1 Electronic Signatures Permitted ............................................................................................................12
8. HEAD OFFICE ..................................................................................................................................................12
8.1 Location .................................................................................................................................................12
9. THE SEAL .........................................................................................................................................................12
9.1 Impression, Custody ..............................................................................................................................12
B. MEMBERS AND REGISTRANTS .......................................................................................................................12
10. MEMBERS ...................................................................................................................................................12
10.1 Qualifications .........................................................................................................................................12
10.2 Restrictions and Conditions ...................................................................................................................13
10.3 Clarification as to Non-Members ...........................................................................................................13
11. DESIGNATION AND USE OF COUNCIL LOGOS ............................................................................................13
11.1 Use of Designation .................................................................................................................................13
11.2 Prohibition on Use of Designation .........................................................................................................13
11.3 Use of Council Logos and Trade Marks ..................................................................................................14
12. CERTIFICATE OF MEMBERSHIP AND CERTIFICATE OF REGISTRATION .......................................................14
12.1 Issue of Certificate of Membership .......................................................................................................14
12.2 Issue of Certificate of Registration .........................................................................................................14
12.3 Certificate Property of Council ..............................................................................................................14
12.4 Publication of Resignations, Revocations, and Suspensions .................................................................14
12.5 Prohibition on Reproduction of Certificates ..........................................................................................15
13. APPLICATION FOR MEMBERSHIP OR REGISTRATION .................................................................................15
13.1 Application Required .............................................................................................................................15
13.2 Readmission Application........................................................................................................................15
13.3 Waiver of Admission Requirements ......................................................................................................15
13.4 Appeal Right ...........................................................................................................................................15
13.5 Registrar Appeal Committee Authority .................................................................................................16
14. CURRICULUM .............................................................................................................................................16
14.1 Requirements Determined by Board .....................................................................................................16
15. AGENTS AND EMPLOYEES ..........................................................................................................................16
15.1 Disclosure of Agents ..............................................................................................................................16
15.2 Prohibited Persons as Employees or Agents ..........................................................................................16
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15.3 Member Responsible for Agent .............................................................................................................16

16. REGISTER ....................................................................................................................................................16
16.1 Register Prescribed ................................................................................................................................16
17. INFORMATION TO BE PROVIDED ...............................................................................................................17
17.1 Member and RISIA Contact and Other Particulars ................................................................................17
17.2 Firm Contact and Other Particulars .......................................................................................................17
17.3 Deemed Consent ...................................................................................................................................17
18. DUES AND FEES ..........................................................................................................................................17
18.1 Board to Fix ............................................................................................................................................17
18.2 Billings ....................................................................................................................................................17
18.3 Compassionate Waiver or Reduction of Fees ........................................................................................17
18.4 Regulation to Establish Payment Terms ................................................................................................18
19. BREACHES OF REGULATIONS .....................................................................................................................18
19.1 Authority of Staff ...................................................................................................................................18
19.2 Authority of the Registrar to Collect Fines.............................................................................................18
19.3 Choices if Alleged Breach of Regulation ................................................................................................18
19.4 Signed Waiver Form to Accompany Payment of Fines ..........................................................................18
19.5 Signed Hearing Request Form ...............................................................................................................18
19.6 Nature of Hearing ..................................................................................................................................18
19.7 Decision Final .........................................................................................................................................18
19.8 Authorized Decisions and Orders ..........................................................................................................19
20. SUSPENSION AND CANCELLATION OF MEMBERSHIP OR REGISTRATION ..................................................19
20.1 Final Notice of Dues ...............................................................................................................................19
20.2 Suspension for Non-Payment ................................................................................................................19
20.3 Compassionate Relief Discretionary ......................................................................................................19
20.4 Revocation After 90 Days.......................................................................................................................20
20.5 Further Suspensions ..............................................................................................................................20
20.6 Additional Revocation Authority ...........................................................................................................21
20.7 Appeal of Suspension/Revocation – Right .............................................................................................21
20.8 Appeal of Suspension/Revocation – Decision ........................................................................................21
20.9 Appeal of Suspension/Revocation – Decision Final ...............................................................................21
21. RESIGNATION AND REINSTATEMENT.........................................................................................................21
21.1 Pre-Requisites to Resignation Without Permission ...............................................................................21
21.2 Resignation with Permission – Disciplinary ...........................................................................................21
21.3 Resignation with Permission – Fitness to Practice.................................................................................21
21.4 Readmission After Resignation or Revocation .......................................................................................22
21.5 Disciplinary Authority Continues After Resignation or Revocation .......................................................22
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22. NO LIABILITY OF MEMBERS ........................................................................................................................22

22.1 Member Non-Liability ............................................................................................................................22
C. FIRMS AND SOLE PROPRIETORSHIPS ............................................................................................................22
23. REGISTRATION AND RESTRICTIONS AND CONDITIONS ..............................................................................22
23.1 Registration Required ............................................................................................................................22
23.2 Regulation of Firms, Sole Proprietorships .............................................................................................22
23.3 Application Required for Firms, Sole Proprietorships............................................................................22
23.4 Information Prescribed ..........................................................................................................................23
23.5 Designation of Firm Member .................................................................................................................23
23.6 Certificate for Firm .................................................................................................................................23
23.7 Restrictions Apply to Firm ......................................................................................................................23
23.8 Continuing Council Jurisdiction After Suspension .................................................................................23
23.9 Right to Apply for Re-Registration .........................................................................................................23
24. APPLICATION OF THE BY-LAW....................................................................................................................23
24.1 Application of the By-law to Firm, Sole Proprietorship .........................................................................23
24.2 Firm Subject to Investigation, Inspection ..............................................................................................24
D. REGULATED INTERNATIONAL STUDENT IMMIGRATION ADVISORS ............................................................24
25. REGULATED INTERNATIONAL STUDENT IMMIGRATION ADVISORS ..........................................................24
25.1 Registration of RISIAs .............................................................................................................................24
25.2 Restricted Scope of Practice ..................................................................................................................24
25.3 Not a Member Class...............................................................................................................................24
25.4 Designations for RISIAs ..........................................................................................................................24
25.5 Discipline Process for RISIAs ..................................................................................................................25
25.6 RISIA Committee ....................................................................................................................................25
25.7 Attendance at Members Meetings ........................................................................................................25
25.8 Ongoing Obligations ..............................................................................................................................25
25.9 Termination of Registration ...................................................................................................................25
E. RULES OF CONDUCT AND DISCIPLINE ................................................................................................................25
26. CONSULTATION ON RULES OF CONDUCT ..................................................................................................25
26.1 Public and Appropriate Authorities .......................................................................................................25
27. RULES OF CONDUCT GOVERNING MEMBERS, FIRMS AND RISIAS .............................................................25
27.1 Required Familiarity and Compliance ....................................................................................................25
27.2 Registrar’s Caution .................................................................................................................................26
28. INVESTIGATION POWERS ...........................................................................................................................26
28.1 Investigator Authority ............................................................................................................................26
28.2 No Obstruction ......................................................................................................................................26
28.3 When Decline Investigation ...................................................................................................................26
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28.4 Investigation Following Receipt of Certain information ........................................................................26

29. COMPLAINTS COMMITTEE .........................................................................................................................27
29.1 Committee to Review Complaints .........................................................................................................27
29.2 Committee Not to Review Certain Complaints ......................................................................................27
29.3 Staff or Complaints Committee to Take No Further Action ...................................................................28
29.4 Committee Authority .............................................................................................................................29
29.5 Written Decision and Reasons on Complaint ........................................................................................29
29.6 Record of Complaints.............................................................................................................................29
29.7 Contact Prohibited .................................................................................................................................29
30. REVIEW OF DECISION BY THE INDEPENDENT COMPLAINTS REVIEW OFFICER ..........................................30
31. DISCIPLINE COMMITTEE .............................................................................................................................30
31.1 Consider Referrals from Complaints Committee ...................................................................................30
31.2 Referral Back to the Complaints Committee for Reconsideration ........................................................30
31.3 Resolution by the Parties .......................................................................................................................31
31.4 Publication of Information .....................................................................................................................31
31.5 Authority for In Camera Proceedings ....................................................................................................31
31.6 Rules of Procedure .................................................................................................................................31
31.7 Combining Proceedings .........................................................................................................................31
31.8 Urgent Interim Orders ...........................................................................................................................31
31.9 Finding of an Offence .............................................................................................................................32
31.10 Discipline Committee’s Authority to Order .......................................................................................32
31.11 Additional Authority – Being Ungovernable......................................................................................33
31.12 Costs ..................................................................................................................................................33
31.13 Terms of Costs Award ........................................................................................................................34
31.14 Effective Date of Committee Order and Stays ..................................................................................34
31.15 Continuing Jurisdiction Despite Suspension, etc. ..............................................................................34
31.16 Resumption of Membership or Registration - Right to Apply ...........................................................34
31.17 Publication of Discipline Decision, Order and Reasons .....................................................................34
32. FITNESS TO PRACTICE COMMITTEE ...........................................................................................................35
32.1 Responsibilities ......................................................................................................................................35
32.2 Other Tribunal Committee Provisions ...................................................................................................35
33. REGISTRAR APPEAL COMMITTEE ...............................................................................................................36
33.1 Appeal of Registrar’s Decisions ..............................................................................................................36
33.2 Other Tribunal Committee Provisions ...................................................................................................36
33.3 Registrar Appeal Committee’s Authority to Order ................................................................................37
33.4 Effective Date of Registrar Appeal Committee Order ............................................................................37
34. PROFESSIONAL FEES REVIEW COMMITTEE ................................................................................................37
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35. tribunal committee decisions are final ......................................................................................................38

35.1 Decisions of the Tribunal Committee are Final ......................................................................................38
36. NOTICE OF CONDUCT .................................................................................................................................38
36.1 No Requirement to Take Notice ............................................................................................................38
37. NOTICE OF PROCEEDINGS ..........................................................................................................................38
37.1 Notice to Other Organizations ...............................................................................................................38
38. OBLIGATION TO REPLY TO COUNCIL REQUESTS ........................................................................................38
38.1 Mandatory Reply to Council ..................................................................................................................38
38.2 Failure to Participate in Hearing ............................................................................................................38
39. APPLICATION TO FORMER MEMBERS ........................................................................................................39
39.1 Continued Application to Former Members and RISIAs ........................................................................39
40. LEARNING AND DEVELOPMENT .................................................................................................................39
40.1 Continuous Professional Learning and Development Required ............................................................39
40.2 Regulations Prescribe CPD .....................................................................................................................39
40.3 Member Annual CPD Reports Required ................................................................................................39
40.4 Practice Management Education Included ............................................................................................40
41. BANKRUPTCY OR INSOLVENCY...................................................................................................................40
41.1 Member Report Required ......................................................................................................................40
41.2 Information Required from Member .....................................................................................................40
41.3 Fitness to Practice Committee to Consider ...........................................................................................41
41.4 Authority of Fitness to Practice Committee ..........................................................................................41
41.5 Where Risk of Harm – Fitness to Practice Committee Hearing .............................................................41
41.6 Where Risk of Harm – Fitness to Practice Committee Authority...........................................................41
41.7 Failure to Report ....................................................................................................................................42
41.8 Failure to Provide Documentation .........................................................................................................42
41.9 Fitness to Practice Committee Authority – Failure to Comply with Order ............................................42
41.10 Fitness to Practice Committee Authority – Where Professional Misconduct ...................................42
41.11 Fitness to Practice Committee Decision – Requirement of Notice ...................................................42
41.12 Fitness to Practice Committee Decision – Report to the Board ........................................................43
41.13 Member’s Continued Liability ...........................................................................................................43
41.14 Automatic Revocation of Membership or Registration .....................................................................43
41.15 Resumption of Membership – Right to Apply ...................................................................................43
42. CAPACITY ....................................................................................................................................................43
42.1 Meaning of Incapacity ...........................................................................................................................43
42.2 Council to Investigate Incapacity ...........................................................................................................43
42.3 Referral to Fitness to Practice Committee .............................................................................................43
42.4 Examination for Clinical Opinion ...........................................................................................................43
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42.5 Where Member or RISIA Refuses Examination .....................................................................................44

42.6 Examination Report ...............................................................................................................................44
42.7 Admissibility of Information ..................................................................................................................44
42.8 Fitness to Practice Committee Authority ...............................................................................................44
43. CUSTODIANSHIP .........................................................................................................................................45
43.1 Court Application for Custody ...............................................................................................................45
43.2 Application if Membership Terminated .................................................................................................45
43.3 Property Defined ...................................................................................................................................45
44. PRACTICE INSPECTIONS AND COMPLIANCE AUDITS ..................................................................................46
44.1 Council May Conduct .............................................................................................................................46
44.2 Role of Practice Management and Education Committee ....................................................................46
45. PROFESSIONAL LIABILITY INSURANCE ........................................................................................................46
45.1 Regulation to Prescribe Insurance Requirements .................................................................................46
F. THE BOARD OF DIRECTORS ................................................................................................................................46
46. COMPOSITION ............................................................................................................................................46
46.1 Make-up of Board ..................................................................................................................................46
46.2 Composition of Board 2017/18 .............................................................................................................46
46.3 Composition of Board for 2018/19 ........................................................................................................47
46.4 Composition of Board 2019/20 and thereafter .....................................................................................48
47. QUALIFICATIONS ........................................................................................................................................48
47.1 Director’s Eligibility Requirements ........................................................................................................48
47.2 Committee Member’s Eligibility Requirements .....................................................................................50
47.3 Certification of Eligibility ........................................................................................................................51
48. NOMINATIONS FOR ELECTION TO THE BOARD OF DIRECTORS .................................................................51
48.1 Geographical Distribution Requirements ..............................................................................................51
48.2 Notice of Nominations ...........................................................................................................................51
48.3 Application to Continuing Directors, Committee Members ..................................................................52
48.4 Application to Serve on a Tribunal Committee ......................................................................................52
48.5 Duty of Election Officer ..........................................................................................................................52
48.6 Declaration of Qualification ...................................................................................................................53
48.7 Nominations by Governance and Nominating Committee of Elected Directors ...................................53
48.8 Nomination by Board of the Elected Public Interest Directors ..............................................................53
48.9 Acclamation or Election .........................................................................................................................54
48.10 Governance and Nominating Committee Slate .................................................................................54
49. ELECTION TO THE BOARD ..........................................................................................................................54
49.1 Directors’ Election and Retirement in Rotation .....................................................................................54
49.2 Election of Directors ..............................................................................................................................54
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49.3 Election by Electronic or Paper Ballot ....................................................................................................54

49.4 Effective Date of Directors’ Election ......................................................................................................54
49.5 At-Large Election ....................................................................................................................................55
50. TERM ..........................................................................................................................................................55
50.1 Three-Year Term ....................................................................................................................................55
50.2 Term of 2017/18 ....................................................................................................................................55
50.3 Term of 2018/19 ....................................................................................................................................55
50.4 Term of 2019/20 ....................................................................................................................................55
50.5 Term of 2020/21 and thereafter............................................................................................................56
50.6 Term of Office of Directors ....................................................................................................................56
51. RE-ELECTION ..............................................................................................................................................56
51.1 Term Limits for Elected Directors and Elected Public Interest Directors (Unto; 2018 Annual Meeting)
56
51.2 Directors serving initial staggered terms from First General Meeting ..................................................56
51.3 Term Limits for Elected Directors and Elected Public Interest Directors (From and After the 2018 Annual
Meeting) .............................................................................................................................................................56
51.4 Term Limits for Appointed Public Interest Directors .............................................................................57
52. SANCTION FOR BREACH OF BOARD’S CODE ..............................................................................................57
52.1 Meaning of “Code” ................................................................................................................................57
52.2 Board Consider Allegations of Breach ...................................................................................................57
52.3 Board Authority Upon Breach of Code ..................................................................................................57
52.4 Board Process Upon Alleged Breach ......................................................................................................57
52.5 When Determination Revoked, Sanction Revoked ................................................................................58
52.6 Confirmation of Sanction When Determination Confirmed ..................................................................58
52.7 Effective Date Upon Variation ...............................................................................................................58
52.8 Subject Director to Absent Self ..............................................................................................................58
52.9 Minutes to Record .................................................................................................................................58
53. REMOVAL ...................................................................................................................................................58
53.1 Members May Remove Elected Director ...............................................................................................58
53.2 Suspension of Rights of Director Charged .............................................................................................58
53.3 Effect of Cessation of Qualifications ......................................................................................................59
54. VACANCY ON THE BOARD ..........................................................................................................................59
54.1 Deemed Vacancy ...................................................................................................................................59
54.2 Filling of Vacancy – Board ......................................................................................................................59
54.3 When Filling of Vacancy Unnecessary ...................................................................................................60
55. DUTIES OF DIRECTORS ...............................................................................................................................60
55.1 Compliance Required .............................................................................................................................60
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G. OFFICERS ........................................................................................................................................................61
56. ELECTION AND APPOINTMENT OF OFFICERS .............................................................................................61
56.1 Election of Chair and Vice-Chair ............................................................................................................61
56.2 Maximum of Two One-Year Terms as Chair ..........................................................................................61
56.3 Chair May Preside ..................................................................................................................................61
56.4 Appointment of President and Chief Executive Officer .........................................................................61
56.5 Appointment of Secretary, Treasurer, and Other Officers ....................................................................61
56.6 Appointment of Registrar ......................................................................................................................61
57. REMUNERATION OF OFFICERS ...................................................................................................................62
57.1 Remuneration Fixed By Board ...............................................................................................................62
57.2 Remuneration of President and Chief Executive Officer .......................................................................62
58. REMOVAL OF OFFICERS ..............................................................................................................................62
58.1 Removal by Special Resolution of the Board .........................................................................................62
59. VACANCIES .................................................................................................................................................62
59.1 Filling of Vacancy – Officer.....................................................................................................................62
60. DUTIES OF OFFICERS ..................................................................................................................................62
60.1 Officers’ Duties Prescribed ....................................................................................................................62
61. DELEGATION OF DUTIES .............................................................................................................................62
61.1 Delegation by Special Resolution of the Board ......................................................................................62
H. COMMITTEES .................................................................................................................................................63
62. STANDING COMMITTEES ...........................................................................................................................63
62.1 Standing Committees Prescribed...........................................................................................................63
62.2 Tribunal Committees Prescribed ...........................................................................................................63
62.3 Tribunal Committee Members Ex Officio ..............................................................................................63
62.4 Committees, Taskforces and Working Groups May Be Appointed........................................................63
62.5 GNC Recommendation for Appointments .............................................................................................64
62.6 Chair’s Right to Attend Committee Meetings ........................................................................................64
62.7 Election Officer and Election Committee ...............................................................................................64
62.8 Independent Complaints Review Officer ...............................................................................................64
63. REVOCATION OF APPOINTMENT ...............................................................................................................64
63.1 Board Authority to Revoke Appointment ..............................................................................................64
64. COMPOSITION OF COMMITTEES ...............................................................................................................65
64.1 Board to Determine Composition ..........................................................................................................65
65. GENERAL PROVISIONS RESPECTING COMMITTEES ....................................................................................65
65.1 Board May Prescribe Committee Procedures........................................................................................65
65.2 Board May Prescribe Committee Duties ...............................................................................................65
65.3 Committees to Report to the Board ......................................................................................................65
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65.4 Where Board Approval Required ...........................................................................................................65

65.5 Tribunal Committees May Sit in Panels .................................................................................................65
I. SUPPLEMENTAL: THE BOARD, COMMITTEES AND OFFICERS ...........................................................................66
66. MEETINGS OF THE BOARD .........................................................................................................................66
66.1 Who May Call Board Meeting ................................................................................................................66
66.2 Notice of Board Meeting .......................................................................................................................66
66.3 Board Meetings Without Notice ............................................................................................................66
66.4 Waiver of Notice ....................................................................................................................................66
66.5 Agenda to Be Included ...........................................................................................................................66
66.6 Presence of President and Chief Executive Officer ................................................................................66
66.7 Meeting After Annual Meeting ..............................................................................................................66
66.8 Minimum Number of Board Meetings ...................................................................................................67
66.9 Meetings by Teleconference or Videoconference .................................................................................67
66.10 Quorum of the Board ........................................................................................................................67
66.11 Voting at Meetings of the Board .......................................................................................................67
66.12 Minutes of the Board Meetings ........................................................................................................67
67. REMUNERATION OF DIRECTORS AND MEMBERS ......................................................................................67
67.1 Entitlement to Compensation ...............................................................................................................67
67.2 Remuneration for Special Services ........................................................................................................67
68. EXPENSES OF THE BOARD AND COMMITTEES ...........................................................................................68
68.1 Reasonable Expenses Payable ...............................................................................................................68
69. CONFLICT OF INTEREST ..............................................................................................................................68
69.1 Interest Declaration Required ...............................................................................................................68
69.2 Timing of Declaration.............................................................................................................................68
69.3 Prohibition on Contracts ........................................................................................................................68
69.4 Vote Prohibited When Possess Interest ................................................................................................68
69.5 Requirement to Withdraw from Meeting..............................................................................................69
69.6 Registration of Director Interests ..........................................................................................................69
70. INSURANCE AND PROTECTION OF DIRECTORS AND OFFICERS ..................................................................69
70.1 Insurance ...............................................................................................................................................69
70.2 Directors and Officers Liability Exclusion ...............................................................................................70
70.3 Indemnification of Directors and Officers .............................................................................................70
71. LIMITATION OF LIABILITY — PROTECTION OF DIRECTORS AND OTHERS ..................................................71
71.1 Director and Others Not Liable ..............................................................................................................71
71.2 Director Not Liable Unless Board Approval Obtained ...........................................................................71
72. FORMER DIRECTOR MAY NOT BE EMPLOYED ............................................................................................72
72.1 Prohibition Upon Employment ..............................................................................................................72
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J. MEETINGS OF THE MEMBERS ............................................................................................................................72

73. ANNUAL MEETING .....................................................................................................................................72
73.1 Member Attendance Right ....................................................................................................................72
73.2 Timing of Annual Meeting .....................................................................................................................72
74. GENERAL MEETING ....................................................................................................................................73
74.1 Board May Call .......................................................................................................................................73
74.2 Members Right to Requisition ...............................................................................................................73
74.3 Required Content of Requisition ...........................................................................................................73
74.4 Directors’ Obligation to Call Meeting ....................................................................................................73
74.5 Members’ Right if Directors Fail to Call .................................................................................................74
74.6 Form of Calling of Meeting ....................................................................................................................74
75. FIXING A RECORD DATE .............................................................................................................................74
75.1 Time for Fixing .......................................................................................................................................74
75.2 Notice and Conduct of Meetings ...........................................................................................................74
75.3 Those Entitled to Be Present .................................................................................................................74
75.4 Attendance Electronically ......................................................................................................................75
75.5 Quorum ..................................................................................................................................................75
75.6 Proxies ...................................................................................................................................................75
76. VOTING BY MEMBERS ................................................................................................................................76
76.1 Eligibility .................................................................................................................................................76
76.2 Method: Election of Directors ...............................................................................................................76
76.3 Majority Determines ..............................................................................................................................76
76.4 Equality of Votes ....................................................................................................................................76
76.5 Electronic or Telephone Voting .............................................................................................................77
76.6 In Attendance Voting at a Meeting of Members ...................................................................................77
76.7 Assent or Dissent ...................................................................................................................................77
76.8 Polls........................................................................................................................................................77
76.9 Adjournments ........................................................................................................................................77
76.10 Rules of Order....................................................................................................................................77
77. MEMBER’S RIGHT: PROPOSAL (INCLUDING BY-LAW AMENDMENT) .........................................................78
77.1 What May Be Submitted ........................................................................................................................78
77.2 Notice to Include Proposal.....................................................................................................................78
77.3 Proposer’s Statement ............................................................................................................................78
77.4 At Cost of Member ................................................................................................................................78
77.5 Proposal May Include Nomination for Director .....................................................................................78
77.6 Council’s Right Not to Comply ...............................................................................................................78
77.7 No Liability for Compliance with this Section ........................................................................................79
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77.8 Council to Report to Proposer Upon Refusal .........................................................................................79

K. TRANSACTION OF BUSINESS..........................................................................................................................79
78. BANKING ....................................................................................................................................................79
78.1 Board Designate Bankers .......................................................................................................................79
78.2 Deposit of Securities ..............................................................................................................................80
79. BORROWING ..............................................................................................................................................80
79.1 Council’s Borrowing Rights ....................................................................................................................80
79.2 Management of Borrowing ....................................................................................................................81
80. INVESTMENTS ............................................................................................................................................81
80.1 Board to Prudently Invest ......................................................................................................................81
80.2 Board May Obtain Assistance ................................................................................................................81
81. BENEVOLENT OR CHARITABLE FUNDS .......................................................................................................81
81.1 Establishment of Fund ...........................................................................................................................81
82. GRANTS OR DONATIONS ............................................................................................................................81
82.1 Grants for Advancement........................................................................................................................81
83. EXECUTION OF CONTRACTS .......................................................................................................................82
83.1 Cheques, Drafts, and Notes ...................................................................................................................82
83.2 Execution of Instruments .......................................................................................................................82
83.3 Facsimile Signatures...............................................................................................................................82
84. BOOKS AND RECORDS ................................................................................................................................82
84.1 Records to be Maintained .....................................................................................................................82
85. FINANCIAL YEAR .........................................................................................................................................82
85.1 June Year-end ........................................................................................................................................82
L. MISCELLANEOUS ................................................................................................................................................83
86. OMISSIONS AND ERRORS ...........................................................................................................................83
86.1 Accidental Omission Not Invalidate .......................................................................................................83
87. WAIVER OF NOTICE ....................................................................................................................................83
87.1 Waiver Permitted Anytime ....................................................................................................................83
88. PUBLIC ACCOUNTANT ................................................................................................................................83
88.1 Members to Appoint Accountant ..........................................................................................................83
88.2 Members May Remove Accountant ......................................................................................................83
88.3 Board May Fill Accountant Vacancy ......................................................................................................83
88.4 Fixing of Accountant Remuneration ......................................................................................................83
89. VOTING SHARES AND SECURITIES ..............................................................................................................84
89.1 Board Determine Manner and Persons .................................................................................................84
90. BY-LAWS AND EFFECTIVE DATE .................................................................................................................84
90.1 Amendments requiring Special Resolution ............................................................................................84
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90.2 By-Laws and Effective Date ....................................................................................................................84

91. REPEAL OF PRIOR BY-LAWS ........................................................................................................................85
91.1 Repeal ....................................................................................................................................................85
91.2 Prior Acts................................................................................................................................................85
92. EDITORIAL AND OTHER CHANGES ..............................................................................................................85
92.1 No Legal Effect .......................................................................................................................................85
92.2 Permitted Changes ................................................................................................................................85
92.3 No Inference from Timing ......................................................................................................................85
92.4 Reading in Change .................................................................................................................................86
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BY-LAW 2019-1

By-law relating to the affairs of

Immigration Consultants of Canada Regulatory Council
Conseil de réglementation des consultants en immigration du Canada
(the “Council”)

WHEREAS it is in the best interests of the Council to enact By-laws relating to the conduct of the affairs of
the Council;

THEREFORE, BE IT ENACTED as By-law 2018-1 of Immigration Consultants of Canada Regulatory Council /

Conseil de réglementation des consultants en immigration du Canada as follows:

A. GENERAL
1. DEFINITIONS

1.1 Meaning of Words

In this By-law and all other By-laws of the Council hereafter passed, unless the context otherwise requires:

(a) “Act” means the Canada Not-for-profit Corporations Act, S.C. 2009, c.23, including the
Government Regulations made pursuant to the Act, and any statute or regulations that
may be substituted, as amended from time to time;

(b) “Agent” means a person or company who has been appointed by a Member as an agent
and who:

(i) does not provide immigration advice for a fee in contravention of IRPA;

(ii) does not provide citizenship advice for a fee in contravention of the Citizenship
Act;

(iii) represents a Member in furtherance of the Member’s practice;

(iv) solicits or facilitates business in connection with the Member’s practice;

(v) is registered, or required to be registered, as an Agent pursuant to the By-laws;

and for greater certainty, “Agent” does not include:

(vi) an Agent for Service, nor

(vii) an individual who merely refers a Client to a Member but does not otherwise take
any part in a proceeding or application, or potential proceeding or application;
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(c) “Agent for Service” means, in the case of any Member who is not normally resident in
Canada, a person (who shall be normally resident in Canada but need not be a Member)
to act for such Member who is not normally resident in Canada, as the agent for service
upon, or delivery to, the Member of any notice, document or thing contemplated,
required, or permitted under the By-laws;

(d) “Annual Meeting” means the annual meeting of Members;

(e) “Articles” (except when modifying or referring to a numbered provision of the By-laws)
means any document or instrument that incorporates the Council or modifies its
incorporating document or instrument, including articles of incorporation, restated
articles of incorporation, articles of amendment, articles of amalgamation, articles of
arrangement, articles of continuance, articles of dissolution, articles of reorganization,
articles of revival, letters patent, supplementary letters patent or a special act;

(f) “Board” means the Board of Directors of the Council;

(g) "Business Day" means a day which is not a Saturday, Sunday or a civic or statutory holiday
in the jurisdiction in which the registered office of the Council is located;

(h) “By-law” and “By-laws” mean this By-law 2018-1 as amended and in force from time to
time, and includes (except where the context otherwise requires) any other By-laws of
the Council;

(i) “Caution” means a warning that the person subject to the caution should in future be
careful to avoid similar further behaviour or complaints against that person, this warning
to be placed on the person’s file for a period not to exceed two (2) years;

(j) “CBSA” means the Canada Border Services Agency, or any other successor agency;

(k) “Certificate of Membership” means a certificate issued by the Registrar under the By-
laws evidencing the membership of a Member;

(l) “Certificate of Registration” means a certificate issued by the Registrar under the By-laws
evidencing, the authority of a Member to practise in other than his or her legal name, or
the registration of a Firm or a RISIA;

(m) “CIC” means Citizenship and Immigration Canada, a department of the Government of
Canada, or any other successor department that has responsibility for citizenship and
immigration;

(n) “Citizenship Act” means the Citizenship Act (Canada), R.S.C. 1985, c.C-29, as from time to
time amended;

(o) “Client” has the extended meaning described in Section 2.3;

(p) “Code of Professional Ethics” has the meaning given to such term in Section 27.1;

(q) “Complaints Committee” means the complaints committee appointed under Section 62;
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(r) “Complaint/Response information” includes any information respecting, related to or

arising out of a complaint received by the Council or a Committee of Council from any
source at any time whether before or after any disposition of a complaint, including but
not limited to information obtained pursuant to Sections 29, 30, 31 or 32 of the By-laws;

(s) “Corporate Secretary” has the meaning set out in Section 56.5 of the By-laws;

(t) “Corporate Treasurer” has the meaning set out in Section 56.5 of the By-laws;

(u) “Council” means Immigration Consultants of Canada Regulatory Council / Conseil de

réglementation des consultants en immigration du Canada;

(v) “Court” means the Superior Court of the Province in which the Member resides or carries
on business, and “Superior Court” and “Justice of the Superior Court” have
corresponding meanings;

(w) “CPD” means continuous professional learning and development relevant and
appropriate to the Member’s work and professional responsibilities, as required by
Section 40 and the Regulations;

(x) “Directors” includes Elected Directors and Public Interest Directors;

(y) “Discipline Committee” means the discipline committee appointed under Section 62;

(z) “Dues”, in addition to its usual meaning, includes fees, fines and all other monies payable
under any circumstances by a Member to the Council;

(aa) “Elected Directors” means Directors elected in and from the Geographic Regions as set
out in Section 46, and for greater certainty, does not mean or include an elected Public
Interest Director;

(bb) “Election Committee” means the election committee appointed by the Board pursuant
to Section 62.7(b);

(cc) “Election Officer” means the individual appointed by the Board pursuant to Section
62.7(a);

(dd) “Electronic Signature” means electronic information that a person creates or adopts in
order to sign a document, and that is in, attached to or associated with the document;

(ee) “Fitness to Practice Committee” means the review committee appointed under Section
62;

(ff) “Firm” means a partnership or a corporation;

(gg) “General Meeting” means a general meeting of Members;

(hh) “Geographic Regions” means the geographic regions set out in Section 46 and
“Geographic Region” means any one of them;
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(ii) “Governance and Nominating Committee” means the governance and nominating
committee appointed under Section 62;

(jj) “Government Regulations” means the Regulations made under the Act as amended,
restated or in effect from time to time;

(kk) “Human Resources and Compensation Committee” means the human resources and
compensation committee appointed under Section 62;

(ll) “Incapable” means in respect of an individual, that the individual is found under the laws of
a province to be unable to manage his or her property or is declared to be incapable by
any court outside Canada;

(mm) “Independent Complaints Review Officer” (“ICRO”) means the person appointed to
review complaints under section 62.8;

(nn) “Immediate Family” means an individual’s father, mother, stepfather, stepmother, foster
parent, brother, sister, stepbrother, stepsister, spouse, common law partner, child
(including child of common law partner), stepchild, ward, father-in-law, mother-in-law or
relative permanently residing with the individual, as the case may be;

(oo) “In Good standing” means that an individual is not in arrears in respect of any amount
payable by such individual to the Council for a period in excess of the time specified in the
By-laws, is current and in full compliance with the requirements of Section 40 [Continuous
Professional Learning and Development], and Section 45 [Professional Liability
Insurance]; and his or her membership in or registration with the Council is not under
suspension for any cause whatsoever;

(pp) “IRB” means the Immigration and Refugee Board, the Canadian administrative tribunal
that makes decisions on immigration and refugee matters, or any other successor tribunal
that has responsibility for such matters;

(qq) “IRPA” means the Immigration and Refugee Protection Act (Canada), R.S.C. 2001, c.27, as
from time to time amended;

(rr) “Member” means any individual who is admitted as a Member of the Council in
accordance with the By-laws;

(ss) “Officers” means the Officers of the Council elected or appointed by the Board pursuant
to Section 56;

(tt) “Organization” includes any company, corporation, partnership, association, institution

and any public body and public authority;

(uu) “Ordinary Resolution” means a resolution passed by a majority of the votes cast on that
resolution;

(vv) “President and Chief Executive Officer” has the meaning set out in Section 56.4 of the
By-laws;
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(ww) “Professional Fees Review Committee”, means the review committee appointed under
Section 34;

(xx) “Province” means a province or territory of Canada and “provincial” has a corresponding
meaning;

(yy) “Public Accountant” means the public accountant of the Council appointed pursuant to
Section 88;

(zz) “Public Interest Director” means and includes a Public Interest Director elected to the
Board as set out in Subsection 48.8(b), and a Public Interest Director appointed to the
Board as set out in Subsection 46;

(aaa) “Registrar” has the meaning set out in Section 56.5 of the By-laws;

(bbb) “Registrar Appeal Committee” means the registrar appeal committee appointed under
section 62;

(ccc) “Regulation”, unless modified by the word “Government”, means a Regulation of the
Council in force from time to time;

(ddd) “Regulatory Body” means a body which regulates a profession, whether pursuant to
statute or otherwise, in Canada or in any other jurisdiction;

(eee) “RISIA” means any individual who is registered by the Council as a Regulated
International Student Immigration Advisor in accordance with the Regulations;

(fff) “Rules of Professional Conduct” means the By-laws, Regulations, and the Code of
Professional Ethics, in force from time to time, governing the conduct of Members and
RISIAs;

(ggg) “Seal” means the Seal of the Council as adopted by resolution of the Board from time to
time;

(hhh) “Sole Proprietorship” means a Member who, whether or not having complied with the
requirement of Section 23, practices as an immigration/citizenship consultant in a name
other than his or her own legal name;

(iii) “Special Resolution”, unless modified by the words “of the Board”, means a resolution
passed by a majority of not less than two-thirds of the votes cast on that resolution;

(jjj) “Special Resolution of the Board” means a resolution passed by at least three-quarters
of the votes cast at a meeting of the Board duly called in accordance with the By-laws and
at which a quorum is present and acting throughout;

(kkk) “Standing Committee” and “Committee” mean those committees referred to in Section
62 of the By-laws;

(lll) “Tribunal Committee” means any of the Complaints, Discipline, Fitness to Practice,
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Professional Fees Review, or Registrar Appeal Committees;

(mmm) “Ungovernable” means conduct that demonstrates repeated unwillingness, refusal, or

inability to comply with ICCRC’s regulatory requirements as set out in the By-law, Code of
Professional Ethics, or a Regulation;

(nnn) “Voluntary Resolution Program” (“VRP”) means the resolution program that may be
accepted voluntarily by a person under Subsections 29.2 (c) ii, iii, (d) and Subsection 29.4
(f).

2. INTERPRETATION

2.1 Board’s Interpretation to Govern

In the event of any dispute as to the intent or meaning of any By-law or of any rule of professional conduct
or Regulation made, adopted or enacted pursuant to the By-laws, the ruling of the Board on the
construction and interpretation thereof will be binding for all purposes. In addition to all its other powers,
the Board may publish interpretations for the information and guidance of Members, RISIAs and Firms on
matters related to the By-laws, Regulations, and Rules of Professional Conduct.

2.2 Writing includes All Forms

Reference to writing will be construed as including, where necessary or appropriate, references to printing,
facsimile, electronic mail, and other modes of representing or reproducing words in a visible form.

2.3 Extended Meaning of “Employer”, “Client”

Where necessary or appropriate, a reference to an “employer” or a “client”, whether made separately or

together, will be deemed to be a reference to both and will refer to any individual, organization, or group
by whom a Member, Firm or RISIA is engaged to perform a professional service to assist therein.

2.4 Extended Meaning of Gender and Number

Words importing the singular will include the plural and vice versa, and words importing male persons will
include female persons, firms, companies, corporations, societies, and institutions and vice versa.

2.5 Non-Meetings of Tribunal Committees

Whenever the Complaints Committee, the Discipline Committee, the Registrar Appeal Committee, the
Fitness to Practice Committee, or the Professional Fees Review Committee is conducting a hearing or a
review, such proceeding shall be deemed not to be a meeting for the purposes of this By-law.

2.6 Extended Meaning of Statutory References

Wherever reference is made to any statute or section thereof, such reference will be deemed to extend
and apply to any amendment to or any re-enactment of such statute or section as the case may be.
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2.7 Headings for Convenience

Headings used in the By-laws are for convenience of reference only and will not affect the interpretation
of the By-laws.

2.8 Changed References

A reference in a By-law, the Code of Professional Ethics, a Regulation or Board interpretation to an Act of
the Parliament of Canada or a provincial legislature, the citation or name of which has changed as a result
of a general revision of the Statutes or an amendment to the applicable Act, shall be deemed to be a
reference to the corresponding Act or provision of an Act after the change in name or change in citation;
and the Board shall cause the necessary change to the citation or name set out in the published By-law,
rule of professional conduct, Regulation or Board interpretation to be made at a convenient time of
republication.

2.9 English and French Versions

There shall be a French version of the By-laws and Rules of Professional Conduct. In the event of any
conflict between the English version and the French version, the English version of the By-laws and Rules
of Professional Conduct shall govern.

2.10 Effect of Certified Copies

In every case where registration and certification is an issue, the production of a copy of the Register,
certified under the hand of the Registrar, is sufficient evidence of all persons who are registered in lieu of
the production of the original Register, and any certificate upon such copy of the register purporting to
be signed by a person in his or her capacity as Registrar is proof, in the absence of evidence to the contrary,
that such a person is the Registrar without any proof of his or her signature or his or her being in fact the
Registrar.

2.11 Effect of Absence of Name from the Register

The absence of the name of any person from a copy of the Register produced under Section 2.10 is proof,
in the absence of evidence to the contrary, that the person is not registered as a Member of the Council
or a sole proprietor, Firm or RISIA, as applicable.

3. REGULATIONS BY BOARD

3.1 Board Authority

The Board may make Regulations with regard to any matter not inconsistent with provincial and federal
legislation, the Articles of the Council, or the By-laws of the Council, and in particular may make
Regulations pursuant to or in furtherance of the objects of the Council.
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4. COMPLIANCE WITH BY-LAWS, RULES, AND REGULATIONS

4.1 Members’ Deemed Agreement

All Members by their applications for membership, or by their applications for re-admission to
membership, or by their continuance of membership shall agree and shall be deemed to have agreed with
the Council and each of its Members to the terms of the By-laws, Rules of Professional Conduct and
Regulations of the Council, as applicable, and all acts or things done thereunder, including the
interpretation of any By-law, rule of professional conduct or Regulation by the Board pursuant to the By-
laws.

4.2 Deemed Agreement of Others

All sole proprietorships, RISIAs and Firms by their applications for registration, or by their applications for
re-registration, or by their continuance of registration shall agree and shall be deemed to have agreed
with the Council to the terms of the By-laws, Rules of Professional Conduct and Regulations of the Council,
as applicable, and all acts or things done thereunder, including the interpretation of any By-law, rule of
professional conduct or Regulation by the Board pursuant to the By-laws.

4.3 Council Authority to Refer Information

The Council may refer any information obtained from any source (including without limitation, that
obtained pursuant to Sections 29, 30, 31 or 32, and any complaint/response information) to the Royal
Canadian Mounted Police, the Canada Border Services Agency, a provincial or territorial Law Society, or
to another authority, in any circumstances that the Council, in its discretion, considers that any such
referral is required in the public interest:

(a) in the case of complaint/response information received from a complainant, the

complainant shall have previously authorized or consented to such referral; and

(b) in the case of information received from any source concerning a Member, sole
proprietorship, RISIA or Firm, the Member, sole proprietorship, RISIA or Firm shall be
deemed to have authorized and consented to such referral.

4.4 Requirement for Agent for Service

A Member who is not normally resident in Canada shall appoint an “Agent for Service” and provide to the
Council (and keep up to date) the name, post office address, telephone number, facsimile number, and
email address of such Agent for Service.

4.5 Applicant Declarations Required

Every application for admission or re-admission to membership and for registration or re-registration shall
be accompanied by a declaration signed by the applicant that the contents of the application are true,
correct, and complete.
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4.6 Applications in Writing

Applications for admission or re-admission to membership and for registration or re-registration shall be
in writing and shall be in such form as the Council may from time to time prescribe.

4.7 Effect of Member Suspension

Where all of the rights and privileges of a Member under the By-laws are suspended the person shall not,
during the period of suspension, except as otherwise expressly provided in the By-laws, be considered a
Member for any purpose, and his or her name shall be removed from the register of Members for the
period of suspension.

4.8 Member Cessation of Practice upon Suspension

A Member whose rights and privileges of membership are or become suspended under the By-laws shall
not, during the period of suspension, except as otherwise expressly provided in the By-laws, practise or
hold himself or herself out as a “Regulated Canadian Immigration Consultant / Consultant réglementé en
immigration canadienne” or use the initials “RCIC” or “CRIC”.

4.9 Continued Obligations of Suspended Member

Notwithstanding the provisions of Sections 4.7 and 4.8, any such person shall, during the period of
suspension:

(a) continue to be liable to pay all applicable Dues;

(b) continue to be required to comply with all requirements that apply to a Member,
including but not limited to the requirements to pay Dues, to maintain professional
liability insurance, and to undertake continuous professional learning and development;

(c) continue to be subject to the disciplinary powers of the Council;

as fully and to the same extent as if such rights and privileges had not been or become suspended.

4.10 Effect of RISIA Suspension

Where the registration of a RISIA under the By-laws is or becomes suspended under the By-laws, the
person shall not, during the period of suspension, except as otherwise expressly provided in the By-laws,
be considered a RISIA for any purpose, and his or her name shall be removed from the register of RISIAs
for the period of suspension.

4.11 RISIA Cessation of Practice upon Suspension

A RISIA whose rights and privileges of registration are or become suspended under the By-laws shall not,
during the period of suspension, except as otherwise expressly provided in the By-laws, practise or hold
himself or herself out as a “Regulated International Student Immigration Advisor / Conseiller réglementé
en immigration pour étudiants étrangers” or use the initials “RISIA” or “CRIEE”.
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4.12 Continued Obligations of Suspended RISIA

Notwithstanding the provisions of Sections 4.11 and 4.12, any such person shall, during the period of
suspension:

(a) continue to be liable to pay all applicable fees;

(b) continue to be required to comply with all requirements that apply to a RISIA, including
but not limited to the requirements to pay fees, maintain professional liability insurance,
and to undertake continuous professional learning and development;

(c) continue to be subject to the disciplinary powers of the Council;

as fully and to the same extent as if such rights and privileges had not been or become suspended.

4.13 Effect of Firm Suspension

Where the registration of a sole proprietorship or Firm under the By-laws is or becomes suspended under
the By-laws, such person or entity, as applicable, shall not, during the period of suspension, except as
otherwise expressly provided in the By-laws, be considered a sole proprietorship or Firm, as applicable,
for any purpose, and his, her or its name shall be removed from the register of, sole proprietorships or
Firms, as applicable, for the period of suspension.

4.14 Discipline Powers Continue

Notwithstanding the provisions of Section 4.13, any such sole proprietorship or Firm shall, during the
period of suspension, continue to be subject to the disciplinary powers of the Council as fully and to the
same extent as if such registration had not been or become suspended for any act, omission, matter, or
thing which may constitute or involve a violation of the By-laws, Regulations, or Rules of Professional
Conduct.

5. MEMBER CONTACT PARTICULARS AND COMMUNICATIONS

5.1 Maintenance of Contact Particulars

Every Member, RISIA, sole proprietorship, Firm or applicant shall provide to the Council, and at all times
maintain, full, accurate and up-to-date contact particulars for such Member, RISIA, sole proprietorship,
Firm or applicant setting out, but not limited to, the post office address of his/her/its principal place of
business as well as a valid electronic mail address for the purposes of receiving communications from or
delivering documents to the Council, in lieu of which the Council may charge a service fee for
communication to such persons by means other than electronic mail, and/or provide a discount in fees to
those receiving or delivering communications by electronic mail.

5.2 Giving or Service Notice or a Document

Any notice, order or other document required to be given or served on a person under the By-laws or
other regulatory instrument of the Council shall be sufficiently given or served if it is:

(a) delivered directly to the person;

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(b) left at the last known address of the person on the Council’s records, either in a place
that appears to be for incoming mail or with an individual who appears to be 16 years
old or older;

(c) sent by regular mail to the last known address of the person on the Council’s records;

(d) sent by commercial courier to the last known address of the person on the Council’s
records;

(e) sent by email to the last known email address of the person on the Council’s records;

(f) sent by fax to the last know fax number of the person on the Council’s records; or

(g) given by other means specified through Regulation.

Where the person is not normally resident in Canada, paragraphs (a) through (g) apply with necessary
modifications to the person’s Agent for Service.

5.3 Deemed Receipt

A document left under clause 5.2(b) shall be deemed to have been received on the first Business Day after
the day it was left;

A document left under clause 5.2(c) shall be deemed to have been received on the fifth Business Day after
it was mailed;

A document left under clause 5.2(d) shall be deemed to have been received on the second Business Day
after the day the commercial courier received it;

A document left under clause 5.2(e) or (f) shall be deemed to have been received on the first Business Day
after the day it was sent; and

A document left under clause 5.2(g) shall be deemed to have been received on the day specified in the
Regulation.

5.4 Calculation of Days

Unless otherwise specifically provided in the By-laws, a reference to a number of days between two events
excludes the day on which the first event happens and includes the day on which the second event
happens, even if the reference is to “at least” or “not less than” a number of days.

6. DELIVERY OF DOCUMENTS TO THE COUNCIL

6.1 Methods of Delivery to Council

Unless otherwise specifically provided in the By-laws or Regulations, any notice or document required to
be given or sent to the Council by a Member, RISIA, Firm or an applicant pursuant to the By-laws or
Regulations may be given by personal service or may be sent by ordinary mail, by courier, by fax or by
electronic mail or by online submission, provided that anything required to be in a form prescribed by the
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Council is in such form, that anything required to be signed is signed, and that anything required to be
received at the Council within a prescribed time or by a prescribed date is received within such time or by
such date. Any notice or document may be given or sent by mail, courier, fax, electronic mail address, or
online, at the address noted on the then current website of the Council.

7. ELECTRONIC SIGNATURE

7.1 Electronic Signatures Permitted

Unless otherwise specifically provided in the By-laws, any document permitted or required to be signed
may be signed by Electronic Signature, so long as the means of Electronic Signature permits a reliable
determination by the Council that the document was created or communicated by or on behalf of the
person permitted or required to sign the document.

8. HEAD OFFICE

8.1 Location

The head office of the Council shall be in the Province of Ontario and at such place therein as the Board
may from time to time determine by resolution.

9. THE SEAL

9.1 Impression, Custody

The Seal, an impression whereof is stamped on the margin hereof, shall be the
Seal of the Council. The Registrar shall maintain custody of the corporate Seal.

B. MEMBERS AND REGISTRANTS

10. MEMBERS

10.1 Qualifications

The Board or its delegate shall admit as a Member any individual who:

(a) is eighteen (18) or more years of age;

(b) is a citizen or a permanent resident of Canada, or a person registered as an Indian under

the Indian Act, R.S.C., 1985, c. I-5, as amended;

(c) is not insolvent or an undischarged bankrupt;

(d) has not been found to be of unsound mind or mentally incompetent;

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(e) has met the educational, examination, practical experience and such other requirements
as may be established from time to time by the Council;

(f) has applied for membership as a Member in accordance with the By-laws and paid the
prescribed fee;

(g) has provided such satisfactory references as to her or his character, such particulars as to
her or his employment experience and such further information as the Board, or the
President and Chief Executive Officer (or his/her delegate) may require;

(h) has agreed to abide by the By-laws, Code of Professional Ethics, and the rules and
Regulations established by the Board from time to time;

(i) has satisfied the Board or its delegate that he or she is of good character as prescribed
from time to time by Regulation; and

(j) at the Board’s discretion, has satisfied the Board that he or she should be admitted as a
Member.

10.2 Restrictions and Conditions

The Council may impose restrictions or conditions on the right of any person to practise as a Regulated
Canadian Immigration Consultant / Consultant réglementé en immigration canadienne.

10.3 Clarification as to Non-Members

For greater certainty, no Firm, Agent, or Agent for Service is a Member unless such person is
independently a Member in his/her own right.

11. DESIGNATION AND USE OF COUNCIL LOGOS

11.1 Use of Designation

The use of the designations “Regulated Canadian Immigration Consultant / Consultant réglementé en
immigration canadienne”, and the initials “RCIC” or “CRIC” is subject to the prescriptions, conditions and
restrictions contained in the Regulations, and every Member In Good Standing has the right to such use
unless otherwise provided or ordered pursuant to the By-laws or the Regulations.

11.2 Prohibition on Use of Designation

No individual, other than a Member In Good Standing, shall, through an entity or otherwise:

(a) take or use the designation “Regulated Canadian Immigration Consultant / Consultant
réglementé en immigration canadienne” or the initials “RCIC” or “CRIC” alone or in
combination with other words or abbreviations;

(b) take or use any term, title, initials, designation, or description implying that the individual
is a “Regulated Canadian Immigration Consultant / Consultant réglementé en immigration
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canadienne” or implying that the corporation is entitled to practise as a “Regulated

Canadian Immigration Consultant / Consultant réglementé en immigration canadienne”.

11.3 Use of Council Logos and Trade Marks

The Council grants to every Member In Good Standing the right and licence to use certain trade-marks
and logos of the Council solely in association with the immigration consulting practice of the Member in
Good standing, subject to the conditions, terms and restrictions contained in the Regulations.

12. CERTIFICATE OF MEMBERSHIP AND CERTIFICATE OF REGISTRATION

12.1 Issue of Certificate of Membership

Every individual admitted as a Member shall be given a Certificate of Membership and may obtain a photo
identification card issued by the Registrar. Such certificate shall be in such form as the Board or its delegate
may from time to time determine, and shall bear the Seal of the Council, the signature of the Chair and
the Registrar, and the date on which the individual was admitted as a Member.

12.2 Issue of Certificate of Registration

Every sole proprietorship, Firm or RISIA registered by the Council shall be given a Certificate of Registration.
Such certificate shall be in such form as the Board or its delegate may from time to time determine, and
shall bear the Seal of the Council, the signature of the Chair and the Registrar, and the date on which the
sole proprietorship, Firm or RISIA was registered with the Council.

12.3 Certificate Property of Council

Each Certificate of Membership and photo identification card shall be and remains the property of the
Council and shall be returned to the Council forthwith in the event that the individual named therein
resigns his or her membership or the individual’s membership is suspended or revoked for any reason
whatsoever, unless the Board or its delegate determines otherwise. Every Certificate of Registration shall
be and remains the property of the Council and shall be returned to the Council forthwith in the event
that the sole proprietorship, Firm or RISIA named therein terminates its registration or the sole
proprietorship’s, Firm’s or RISIA’s registration is suspended or revoked for any reason whatsoever, unless
the Board or its delegate determines otherwise.

12.4 Publication of Resignations, Revocations, and Suspensions

The Registrar may notify in writing all Members and RISIAs In Good Standing of the name of any individual
who has resigned his or her membership or registration, or taken a leave of absence or whose
membership or registration has been suspended or revoked or who has failed to comply with any demand
to return his or her Certificate of Registration, Certificate of Membership or photo identification card or
associated declaration. The Registrar may, in his or her further discretion, cause the name of such
individual to be published and maintained on the Council website, to be published in a publication that is
accessible by the community to whom the individual provides services, to be published in a publication
circulated in the locality where the individual resides and/or carries on business, and/or to be published
in a reputable and well recognized publication or website that focuses on immigration awareness or law.
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12.5 Prohibition on Reproduction of Certificates

A Certificate of Registration, Certificate of Membership or photo identification card shall not be

reproduced in whole or in part in any manner whatsoever without the written consent of the Registrar.

13. APPLICATION FOR MEMBERSHIP OR REGISTRATION

13.1 Application Required

Every applicant for membership or registration in the Council will complete and submit to the Council an
application in the form then in use by the Council together with payment of all applicable admission fees.

13.2 Readmission Application

Applicants for re-admission as a Member or re-registration as a RISIA:

(a) shall comply with all of the requirements of the By-laws pertaining to application and
qualification for membership or registration and such further terms and conditions as the
Board or its delegate may require in each individual case;

(b) who resigned his or her membership or registration (unless pre-approved by the Council)
or whose membership or registration was revoked will pay to the Council all current fees
and Dues which are payable at the time of such application together with all fees, Dues
and fines which were in arrears at the time of such cancellation and all fees and Dues
which would have been due and payable during the period between the date of such
resignation or revocation and the date of such application for re-admission unless the
Board, on the basis of such good and sufficient grounds as it may determine, waives the
whole or any part of such payment;

(c) may be required, as determined by the Board, to pass an examination approved by the
Council to satisfy the Board of his or her familiarity with current immigration consulting
practice and related subjects.

13.3 Waiver of Admission Requirements

The Board may, by Special Resolution of the Board, on such good and sufficient grounds as the Board may
determine, waive any membership or registration admission or re-admission requirements, notice of
which shall be reported to the Members or the RISIAs from time to time, but without personal
identification.

13.4 Appeal Right

An applicant who is refused admission or re-admission to membership or registration, or whose

membership in or registration with the Council is granted subject to restrictions or conditions on the right
to practice as a Member or RISIA, or is suspended by the Registrar, may appeal the decision to the
Registrar Appeal Committee on the grounds that the decision was based on an error of law, fact or mixed
law and fact, or exceeded the authority of the decision maker. The appeal shall be commenced by a
written notice of appeal filed with the Registrar Appeal Committee within thirty 30 days from the date of
receipt of the decision.
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13.5 Registrar Appeal Committee Authority

The Registrar Appeal Committee may confirm or vary the decision being appealed or may substitute its
own decision for that of the Board or its delegate. The decision of the Registrar Appeal Committee is final.

14. CURRICULUM

14.1 Requirements Determined by Board

The establishment and maintenance of standards for courses of study, systems of training, periods of
service, and examinations and evaluations for Members and RISIAs will be determined by the Board from
time to time in Regulations.

15. AGENTS AND EMPLOYEES

15.1 Disclosure of Agents

A Member shall disclose to the Council the names and contact particulars of all Agents appointed by the
Member and advise the Council forthwith after any such Agent is no longer engaged by the Member, in
accordance with the provisions of the Code of Professional Ethics.

15.2 Prohibited Persons as Employees or Agents

Except with the written permission of the Council, a Member may not employ, nor retain in any capacity
having to do with the Member’s practice, nor appoint as agent, a person whose application for
membership or registration has been refused by the Registrar, or whose membership or registration has
been removed or suspended by the Council or a law society of a province or territory or the Chambre des
notaires du Québec as a result of a disciplinary action, nor share space or be a partner or associate of such
a person.

15.3 Member Responsible for Agent

A Member is responsible for the acts or omissions of the Member’s Agents and employees and shall
ensure that all Agents and employees conduct themselves in accordance with the Code of Professional
Ethics.

16. REGISTER

16.1 Register Prescribed

The Registrar shall be responsible for establishing and maintaining a Register of:

(a) Members;

(b) Sole Proprietorships;

(c) Firms; and

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(d) RISIAs.

Such Register shall be open to examination by the public at the Council’s head office during normal office
hours or on the Council’s website. Unless otherwise specifically provided under the By-laws, the Board or
its delegate shall specify the information to be included in the Register for each of the subsections of this
Section 16.1.

17. INFORMATION TO BE PROVIDED

17.1 Member and RISIA Contact and Other Particulars

Subject to the Council’s privacy policy and all applicable laws, each Member and RISIA will provide the
Council with such individual’s business and residence addresses, telephone numbers, email addresses,
name of employer and the official position or positions she or he occupies in her or his employment and
such other information as determined by the Council and will promptly notify the Council of any change
therein.

17.2 Firm Contact and Other Particulars

Subject to the Council’s privacy policy and all applicable laws, each Firm will provide the Council with such
person’s business addresses, telephone numbers, email addresses and such other information as
determined by the Council and will promptly notify the Council of any change therein.

17.3 Deemed Consent

Each Member, RISIA and Firm shall be deemed to consent for all purposes to the release of any and all
information and documentation in the possession, under the control or within the power of the Member,
RISIA or Firm to the Council to carry out its responsibilities and functions pursuant to the Articles, By-laws,
and Regulations.

18. DUES AND FEES

18.1 Board to Fix

The Board will fix the admission fees, annual Dues and fees, and other fees, fines, penalties, or interest to
be paid by Members and RISIAs in accordance with the Regulations.

18.2 Billings

Annual Dues and fees will be billed to Members and RISIAs. Admission fees and other fees, Dues, fines,
penalties, or interest will be due and payable on terms as established by the Board.

18.3 Compassionate Waiver or Reduction of Fees

The Board or its delegate may, on compassionate grounds, or on such other good and sufficient grounds
as the Board may determine, remit, or forgive all or part of the annual Dues and fees and arrears, if any,
payable by a Member or RISIA.
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18.4 Regulation to Establish Payment Terms

Except as otherwise provided in the By-laws, the payment terms for the annual Dues, fees, fines, penalties,
hearing costs awards and interest payable by Members and RISIAs, and the consequences of non-payment
will be determined by the Board from time to time in Regulations.

19. BREACHES OF REGULATIONS

19.1 Authority of Staff

ICCRC staff shall have the authority to refer to the Registrar any matter that is solely about an infringement
of an ICCRC regulation.

19.2 Authority of the Registrar to Collect Fines

The Registrar is authorized to receive fines payable to, and on behalf of the Council, for breach of any
Regulation, in the amount prescribed in the Regulation.

19.3 Choices if Alleged Breach of Regulation

Upon receiving notice from the Council alleging that a Member or RISIA has breached any applicable
Regulation, the person shall either:

(a) Accept the correctness of the allegation and pay the prescribed fine; or

(b) Deny the correctness of the allegation and request a hearing.

19.4 Signed Waiver Form to Accompany Payment of Fines

A Member or RISIA choosing Subsection 19.3(a) shall sign the prescribed waiver form and send it, together
with payment of the fine in full, to the Council as provided in the waiver form, waiving the right to a
hearing.

19.5 Signed Hearing Request Form

A Member or RISIA choosing Subsection 19.3(b) shall sign the prescribed hearing request form setting out
a brief summary of the reasons for denying the allegation and providing three dates within the next sixty
(60) calendar days on which the Member or RISIA would be available for a hearing and send it to the
Council as provided for in the hearing request form.

19.6 Nature of Hearing

A hearing under this Section 19 shall be held in accordance with the Tribunal Committee Rules.

19.7 Decision Final

The decision and order of the member of the Discipline Committee hearing the denial of the allegation
shall be in writing and is final.
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19.8 Authorized Decisions and Orders

The member of the Discipline Committee may make the following decisions and orders:

(a) Accepting the denial of the allegation and ordering the case dismissed;

(b) Rejecting the denial of the allegation and ordering the Member or RISIA to pay the
prescribed fine;

(c) Rejecting the denial of the allegation but waiving payment of the prescribed fine; or

(d) If the decision is to require payment of the prescribed fine, ordering payment of the costs
of the hearing, to a limit of $2,000.00.

20. SUSPENSION AND CANCELLATION OF MEMBERSHIP OR REGISTRATION

20.1 Final Notice of Dues

If a Member or RISIA fails to pay the annual Dues, fees, fines, penalties, hearing costs awards and interest
payable no later than one month after the due date, the Council shall send the Member or RISIA a written
notice titled “Final Notice of Payment Owing” stating that unless such amounts owing are paid or
otherwise resolved in less than forty-five (45) calendar days following the due date (the Grace Period”),
at the expiry of the Grace Period, the Member’s membership in, or the RISIA’s registration with, the
Council shall be suspended by the Registrar.

20.2 Suspension for Non-Payment

At the expiry of the Grace Period, the Registrar may suspend the membership of any Member or the
registration of any RISIA who has received a Final Notice of Dues and such Dues and fees or other amounts
then remain unpaid, unremitted, unforgiven or otherwise unresolved, and Notice of Suspension shall be
sent to the Member or RISIA in the manner provided in Section 5 informing such individual that his or her
membership or registration has been suspended in accordance with the By-laws and requesting the return
of such individual’s Certificate of Membership or Registration and photo identification card.

20.3 Compassionate Relief Discretionary

The Registrar may, in his discretion, restore to active practising status, a Member or RISIA who has been
administratively suspended:

(a) in the case of financial hardship of a Member or RISIA, for non-payment of Dues, provided
that the Member or RISIA enters into a payment plan approved by the Registrar and
continues to make payments throughout the complete term of the payment plan;

(b) for failure to comply with the requirements of Section 40 [Learning and Development] for
reason(s) deemed by the Registrar, acting reasonably, to be good and valid in the
circumstances, provided that the Member or RISIA enters and continues in a learning and
development plan approved by the Registrar.
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If the Member or RISIA defaults in payment under the approved payment plan or fails to continue in the
learning plan (as the case may be), the Member or RISIA shall be subject to being returned to and continue
under suspension until the full balance owing has been paid or the learning plan has been completed (as
the case may be).

20.4 Revocation After 90 Days

If, sixty (60) days after the date of the Final Notice of Payment Owing was sent to a Member or RISIA under
Section 20.1, that being ninety (90) days after the original due date, any part of this amount remains
unpaid or otherwise unresolved, the Registrar may revoke the membership of any Member or the
registration of an RISIA and Notice of Revocation shall be sent to the Member or RISIA in the manner
provided in Section 5 informing such individual that his or her membership or registration has been
administratively revoked in accordance with the By-laws and requesting the return of such individual’s
Certificate of Membership or Registration and photo identification card.

20.5 Further Suspensions

The Registrar may suspend the membership of any Member or the registration of any RISIA who:

(a) within thirty (30) days of the date of deemed receipt of written notice from the Council
requiring production of filings, declarations, information documents or other materials
required pursuant to the By-laws and Regulations to be provided or produced, has failed
to provide all such filings, declarations, information documents or other materials;

(b) within thirty (30) days of the date of deemed receipt of written notice from the Council
requiring a response in respect of any matter of professional conduct, has failed to reply
in writing as required in the By-laws;

(c) within the time specified in any Regulation, has failed to comply with the requirements
of such Regulation;

(d) within the time specified in any Order, has failed to comply with a Tribunal Committee
Order or with and ICCRC Order;

(e) fails to participate, when notified, in a hearing or other proceeding of a Tribunal

Committee; or

(f) has failed to undertake required continuous professional learning and development and
demonstrate compliance therewith, and report to the Council, all as provided in Section
40;

and in any of these events, Notice of Suspension shall be sent to the Member or RISIA in the manner
provided in Section 5 informing such individual that his or her membership or registration has been
suspended in accordance with the By-laws and requesting the return of such individual’s Certificate of
Membership or Registration and photo identification card. The Board or its delegate may restore to active
practising status a Member or RISIA who has been administratively suspended for any of the events set
forth in this Section 20.5.
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20.6 Additional Revocation Authority

In the event that the suspension of the membership of any Member or the registration of any RISIA
pursuant to this Section 20 continues for more than ninety (90) days, the Registrar may revoke the
membership of any such member or the registration of any such RISIA, and Notice of Revocation shall be
sent to the Member or RISIA in the manner provided in Section 5 informing such individual that his or her
membership or registration has been revoked in accordance with the By-laws and requesting the return
of such individual’s Certificate of Membership or Registration and photo identification card.

20.7 Appeal of Suspension/Revocation – Right

An individual whose membership or registration is suspended or revoked under this Section 20 may
appeal the decision to the Registrar Appeal Committee.

20.8 Appeal of Suspension/Revocation – Decision

On hearing the appeal, the Registrar Appeal Committee may confirm or vary the decision being appealed,
or may substitute his, her or its own decision for that of the Board.

20.9 Appeal of Suspension/Revocation – Decision Final

The decision of the Registrar Appeal Committee is final.

21. RESIGNATION AND REINSTATEMENT

21.1 Pre-Requisites to Resignation Without Permission

A Member may resign her or his membership in the Council without the Council’s permission, provided
such individual is not indebted to the Council or, if so indebted, such indebtedness is repaid or is waived
by the Board or its delegate prior to such resignation becoming effective, by filing her or his resignation
in writing with the Council and otherwise complying with the By-laws and Regulations, and such
individual’s membership is thereupon cancelled. Provided, however that the date upon which the
resignation becomes effective shall be the date upon which all requirements have been fulfilled by the
Member as determined by the Registrar upon receipt of all such evidence as he or she may reasonably
require.

21.2 Resignation with Permission – Disciplinary

A Member or RISIA who is subject to a disciplinary proceeding may be permitted by the Discipline
Committee to resign his or her membership or registration prior to a hearing by that Committee, as an
alternative to the risk of having the membership or registration revoked as a penalty at the conclusion of
the hearing.

21.3 Resignation with Permission – Fitness to Practice

A Member or RISIA who is subject to a proceeding before the Fitness to Practice Committee may be
permitted by the Fitness to Practice Committee to resign his or her membership or registration prior to a
hearing by that Committee.
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21.4 Readmission After Resignation or Revocation

Any individual who has resigned his or her membership in the Council or whose membership in the Council
has been revoked in accordance with the By-laws may apply for re-admission to membership in the
Council in accordance with Section 13.2 unless it was made a term of the resignation or revocation that
there shall be no readmission.

21.5 Disciplinary Authority Continues After Resignation or Revocation

An individual who resigns as a Member or whose membership is suspended or revoked in accordance with
the By-laws remains subject to the continuing jurisdiction of the Council in respect of an investigation or
disciplinary proceeding arising from his or her conduct while a Member, provided that no investigation
shall be commenced respecting the conduct of such individual unless the conduct comes to the attention
of the Council before the sixth anniversary of the day on which the individual ceased to be a Member.

22. NO LIABILITY OF MEMBERS

22.1 Member Non-Liability

Members shall not, as such, be held answerable or responsible for any act, default, obligation, or liability
of the Council or for any engagement, claim, payment, loss, injury, transaction, matter, or thing relating
to or connected with the Council.

C. FIRMS AND SOLE PROPRIETORSHIPS

23. REGISTRATION AND RESTRICTIONS AND CONDITIONS

23.1 Registration Required

No Member shall practice as an immigration/citizenship consultant in a name other than his or her own
legal name, unless the Member has complied with the registration requirements of this Section 23.

23.2 Regulation of Firms, Sole Proprietorships

A Member may practice as an immigration/citizenship consultant through a Firm or as a sole

proprietorship, in accordance with the restrictions and conditions as may be specified herein and by the
Board in Regulations.

23.3 Application Required for Firms, Sole Proprietorships

A Member who wishes to practice as an immigration/citizenship consultant through a Firm or as a sole

proprietorship must apply to the Registrar to be registered as a Firm or as a sole proprietorship, subject
to such terms and conditions as may be specified herein and by the Board in Regulations.
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23.4 Information Prescribed

A Member or Firm shall register and maintain with the Council, in the manner provided in Regulations by
the Board, the name or names under which the Member or Firm carries on a practice and such other
information as provided by the Board in Regulations.

23.5 Designation of Firm Member

Upon registration with the Council, a Firm shall designate a Member of the Council to be the designated
representative of the Firm.

23.6 Certificate for Firm

A Firm that has been registered shall be given a Certificate of Registration, and the provisions of Section
12 shall apply with necessary variations.

23.7 Restrictions Apply to Firm

A restriction or condition imposed under the By-laws on a Member practising as an

immigration/citizenship consultant through a Firm applies to the Firm in relation to the Member’s
practice as an immigration/citizenship consultant.

23.8 Continuing Council Jurisdiction After Suspension

A Firm whose registration is suspended remains subject to the continuing jurisdiction of the Council for
all purposes.

23.9 Right to Apply for Re-Registration

Any Member, RISIA or Firm who has resigned his, her or its registration with the Council or whose
registration with the Council has been cancelled in accordance with the By-laws may apply for re-
registration with the Council in accordance with the Regulations and subject to such terms and conditions
as may be prescribed in the Regulations or as stipulated in an Order of the Discipline Committee, Fitness
to Practice Committee, or Registrar Appeal Committee.

24. APPLICATION OF THE BY-LAW

24.1 Application of the By-law to Firm, Sole Proprietorship

The By-law apply to a Member despite the fact that the practice of the Member is carried on through a
Firm or sole proprietorship and, the professional obligations of a Member to a person who is his or her
client:

(a) are not diminished by the fact that the Member is practising through a Firm or sole
proprietorship; and

(b) in the case of a Member practising through a Firm that is a corporation, apply equally to
the corporation and to its directors, Officers, shareholders, agents, and employees.
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24.2 Firm Subject to Investigation, Inspection

If the conduct of a Member practising on behalf of a Firm or sole proprietorship is the subject of an
investigation or inspection pursuant to the By-laws:

(a) any power that may be exercised in respect of a Member may be exercised in respect of
the Firm or sole proprietorship; and

(b) the Firm or sole proprietorship, as applicable, shall be jointly and severally liable with the
Member for all fines and costs the Member is required to pay in relation to the
investigation or inspection.

D. REGULATED INTERNATIONAL STUDENT IMMIGRATION ADVISORS

25. REGULATED INTERNATIONAL STUDENT IMMIGRATION ADVISORS

25.1 Registration of RISIAs

The Council or its delegate shall register as a RISIA any individual who:

(a) has met the educational and such other requirements as may be established from time
to time by Regulation;

(b) has applied for registration as a RISIA in accordance with the Regulations; and

(c) has agreed to abide by the By-laws, Code of Ethics for RISIAs and the Regulations
established by the Board from time to time.

25.2 Restricted Scope of Practice

A RISIA may only provide immigration advice to his or her clients in the areas of practice prescribed from
time to time by Regulation. The Council may impose other restrictions or conditions on the right of any
individual to practice as a Regulated International Student Immigration Advisor.

25.3 Not a Member Class

No individual who is a RISIA shall be considered a Member of the Council or a member pursuant to the
Act and a RISIA shall not be entitled to any rights or privileges of Members or of members pursuant to the
Act. RISIAs shall only be entitled to those privileges as are designated from time to time by the Board in
the By-laws or Regulations.

25.4 Designations for RISIAs

The use by RISIAs of the designations “Regulated International Student Immigration Advisor / Conseiller
réglementé en immigration pour étudiants étrangers” and the initials “RISIA” or “CRIEE” is subject to the
prescriptions, conditions and restrictions contained in the Regulations and every RISIA In Good Standing
has the right to such use unless otherwise provided or ordered pursuant to the By-laws or the Regulations.
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25.5 Discipline Process for RISIAs

The disciplinary process for RISIAs is specified by the Board in Regulations.

25.6 RISIA Committee

On an annual basis, the Board will appoint an advisory committee consisting of RISIAs to meet the
Mandate and Charter for such RISIA Committee.

25.7 Attendance at Members Meetings

RISIAs will be given notice of and have the right to attend in person as observers (with no right to vote or
speak) the Annual Meeting of Members and any General Meeting of Members.

25.8 Ongoing Obligations

Each RISIA shall comply with the continuous professional learning and development obligations, the
annual reporting obligations, the payment of annual registration fees and other obligations imposed on
RISIAs from time to time by Regulation and in the Code of Ethics for RISIAs.

25.9 Termination of Registration

A RISIA’s registration with the Council terminates if:

(a) the RISIA ceases to be a citizen or permanent resident of Canada;

(b) the RISIA becomes Incapable; or

(c) the RISIA resigns, dies or disappears.

E. RULES OF CONDUCT AND DISCIPLINE

26. CONSULTATION ON RULES OF CONDUCT

26.1 Public and Appropriate Authorities

The Council shall from time to time consult with the public and relevant authorities in order to update the
Rules of Professional Conduct.

27. RULES OF CONDUCT GOVERNING MEMBERS, FIRMS AND RISIAS

27.1 Required Familiarity and Compliance

All Members, RISIAs and Firms shall be familiar with and comply with the By-laws, Regulations and RCIC
Code of Professional Ethics or RISIA Code of Ethics (as applicable) and the rules and standards established
or adopted by the Board from time to time.
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27.2 Registrar’s Caution

If conduct that may be inconsistent with the ICCRC’s By-laws, Regulations, Code of Professional Ethics and
the rules and standards established or adopted by the Board from time to time comes to the attention of
the Registrar, and if, in the Registrar’s discretion that conduct does not appear serious enough to warrant
referral to the Complaints Committee, the Registrar may issue a Registrar’s Caution to be placed on the
permanent file of a Member, RISIA, Firm or sole proprietorship for a period not to exceed two (2) years.

28. INVESTIGATION POWERS

28.1 Investigator Authority

In conducting an investigation, an ICCRC investigator may:

(a) question and require the Member, RISIA or anyone who works with the Member or RISIA,
or anyone who works in the Firm to provide information that is relevant to the
investigation;

(b) require the production of and examine any document or thing that is relevant to the
investigation, including a client file;

(c) on giving a receipt for it, remove any document or thing that is relevant to the
investigation for the purposes of making copies or extracts of any document or
information, but the making of the copies or extracts shall be carried out with reasonable
dispatch, and the document or thing shall afterwards be returned promptly; and

(d) use any data storage, processing or retrieval device or system used in carrying on business
on the premises in order to produce a document in readable form.

28.2 No Obstruction

No person shall obstruct an investigator executing his or her duties or withhold from him or her or conceal,
alter, or destroy any document, computer file or thing relevant to the investigation or inspection.

28.3 When Decline Investigation

An investigator shall only investigate a complaint if directed by the Registrar and/or his/her designate or
by an Order of a Tribunal Committee.

28.4 Investigation Following Receipt of Certain information

An investigator may be instructed to investigate information received by the Council that is not in the
form of a complaint if the information:

(a) comes from a federal or provincial government department or agency;

(b) comes from another apparently reliable source;

(c) suggests that a Member or RISIA may have committed an offence under the Rules of
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Professional Conduct; or

(d) suggests that a non-Member or suspended Member or RISIA may be practising unlawfully
as an immigration/citizenship consultant.

29. COMPLAINTS COMMITTEE

29.1 Committee to Review Complaints

The Complaints Committee shall review all complaints referred to it by ICCRC staff appointed to perform
that function or referred back from the Discipline Committee.

29.2 Committee Not to Review Certain Complaints

(a) ICCRC staff shall not refer a complaint to the Complaints Committee unless:

(i) the complaint alleges conduct that may reasonably be considered an offence
under the Code of Professional Ethics;

(ii) the complaint is in writing, has been signed by the complainant, provides the
complainant’s name, address, and telephone number, and has been filed with the
Registrar, and

(iii) the subject of the complaint has been notified of the complaint and given at least
fifteen (15) calendar days to submit a reply in writing to the Committee with
explanation or representations.

(b) Instead of referring a complaint to the Complaints Committee, ICCRC staff may

(i) if ICCRC has received multiple complaints against the same person;

(ii) if a single complaint against a person alleges a very serious offence; or

(iii) if the staff is concerned that the evidence in the file may be inconclusive;

refer the complaint and any evidence in the file to the Registrar (or his/her designate),
who will consult with experienced Members and the CIC/CBSA as necessary, to determine
the immediate risk to consumers. If appropriate the Registrar (or his/her designate) will
decide whether:

(A) to refer the complaint back to investigation to attempt to complete

collection of the necessary evidence;

(B) to seek an urgent order for a temporary remedy and to expedite the
hearing of the complaint; or

(C) to refer the complaint to the Complaints Committee.

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(c) Instead of referring a complaint to the Complaints Committee or to the Registrar (or
his/her designate), ICCRC staff may, if the person complained against has not been the
subject of any finding of an offence by the Discipline Committee:

(i) contact the complainant to see if the complaint can be resolved without a formal
proceeding; or

(ii) contact the person complained about to see if that person would consent,
without a formal proceeding, to completing a VRP and/or being issued a Caution
that would stay on the person’s record for a period not to exceed two years;

(iii) if the person complained about consents to completing a VRP and/or being issued
a Caution, that person and the Registrar (or staff member designated by the
Registrar) may sign an ICCRC Order to that effect without referral to the
Complaints Committee, but no such Order or Caution may be published on the
ICCRC web site without redacting the names of the complainant and the person
complained about;

(iv) If a person has consented to an ICCRC Order and has fully complied with the Order
the person may not be subject to any further discipline proceeding for that
complaint.

(d) If a person has consented to an ICCRC Order but fails to complete the VRP as specified in
the Order, the Registrar may suspend the person’s membership or registration to practice
without any further proceeding provided that the Registrar shall have given the person
thirty (30) days notice in writing of the intention to do so, to permit the person to provide
an explanation or excuse satisfactory to the Registrar for the failure. If the Registrar is
satisfied with the explanation or excuse, he/she may delay or not issue the suspension.
The person may appeal this suspension to a single member of the Registrar Appeal
Committee, under section 20.7.

29.3 Staff or Complaints Committee to Take No Further Action

The ICCRC Staff or the Complaints Committee may decide to close a complaint and take no further action
if the complaint is:

(a) about a matter that the ICCRC has no legal power to regulate or consider; or

(b) about issues that are so minor that it would be unfair and unreasonable to take any
further action:

(i) an abuse of process or made for an improper purpose;

(ii) so clearly without merit or substance that there is no reason to continue with any
further investigation or consideration; or

(iii) not in the public interest to proceed further.

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29.4 Committee Authority

The Complaints Committee, after reviewing the complaint, the Member’s reply to the complaint (if any),
the investigator’s report and any legal opinions it receives, may do one or more of the following:

(a) order that the complaint be referred, in whole or in part, to the Discipline Committee;

(b) order that the complaint not be referred to the Discipline Committee with or without
offering a recommendation to the Member with respect to his/her future conduct;

(c) refer the complaint back to an investigator for further fact-finding before making a
decision;

(d) refer the complaint to the Registrar to be dealt with as a regulatory offence under Section
19;

(e) refer the complaint to the Fitness to Practice Committee where the circumstances suggest
that the Member may have a capacity or competency issue and does not appear
appropriate for action by the Discipline Committee;

(f) with the consent of the Member, approve by order the Member’s taking a specified VRP;

(g) order that the Member be cautioned by a panel of the Complaints Committee; or

(h) make any other order that it considers appropriate in the circumstances and that is not
inconsistent with the By-laws, other than any order that may be made by the Discipline
Committee under Section 31.9.

29.5 Written Decision and Reasons on Complaint

Within a reasonable time after receiving a complaint the Complaints Committee shall make its decision
and issue its order. A copy of the decision and order shall be sent to the complainant and the Member,
RISIA, Firm or sole proprietorship involved. The Complaints Committee shall not be required to give
reasons for its decision or order. A decision or order of the Complaints Committee is final, and not subject
to appeal, except it may be reviewed or reconsidered under Section 30.

29.6 Record of Complaints

The Council will maintain a record of all complaints received about any Member, RISIA, Firm or sole
proprietorship and the disposition of such complaints.

29.7 Contact Prohibited

Once a Member, RISIA, Firm or sole proprietorship has been informed of a complaint, the person shall not
have any contact directly or indirectly with the complainant that might influence the complainant to
withdraw the complaint or to decline to provide evidence.
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30. REVIEW OF DECISION BY THE INDEPENDENT COMPLAINTS REVIEW OFFICER

30.1 For all complaints closed on or after July 1, 2018, where any part of a complaint is not referred to
the Discipline Committee, the complainant may, within thirty (30) calendar days of receiving the
decision request that the decision be reviewed by the ICRO.

30.2 A complainant may only request an ICRO review by written application using the application form
on the ICCRC website. The ICRO is not required to review every matter requested and may in
his/her discretion decide not to conduct a review or may discontinue a review already in progress.

30.3 The ICRO may only review the fairness of the procedure used by the Council or the Complaints
Committee to handle the complaint and whether there were any errors in fact or in law. The
ICRO’s review will be guided by the accepted principles in the rules and By-laws related to the
Complaints and Discipline process. The ICRO cannot review the actual merits of any particular
complaint.

30.4 The ICRO will either accept that the procedures were fair and that no error in fact or law had
occurred or refer the complaint back to the Council or the Complaints Committee with a
recommendation for further action. During the review, if the ICRO receives fresh information the
ICRO considers significant, he/she may refer that information back to the Council or the
Complaints Committee for further consideration. Where a matter is referred back to the
Complaints Committee the ICRO will direct whether the matter must be considered by a different
panel than that which first reviewed the complaint.

30.5 The ICRO will notify the complainant and the Member of the outcome of the review.

30.6 The decision of the ICRO whether or not to refer back to the Council or the Complaints Committee
is final and not subject to appeal or further review.

30.7 The ICRO shall submit to the Board on an annual basis a report of the reviews conducted that year,
an assessment of the ICCRC’s handling of complaints, and recommendations for improvements as
the ICRO considers appropriate.

30.8 The ICRO may be assigned as an independent delegate of the Director of Professional Conduct to
independently handle any complaints and discipline cases where either the Complainant or the
Respondent (subject to the complaint or discipline case) is an ICCRC employee or a member of
the Board or its Committees.

31. DISCIPLINE COMMITTEE

31.1 Consider Referrals from Complaints Committee

The Discipline Committee shall consider every complaint ordered to be referred to it by the Complaints
Committee, in accordance with the Discipline Committee’s Rules of Procedure.

31.2 Referral Back to the Complaints Committee for Reconsideration

At the request of the Registrar, the Discipline Committee may, by order, refer a matter back to the
Complaints Committee for reconsideration by that body.
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31.3 Resolution by the Parties

The parties may agree to resolve the issues in a Discipline Committee proceeding and the Committee may
consider the parties’ settlements or joint proposals in accordance with the Rules of Procedure.

31.4 Publication of Information

After a case has been referred to the Discipline Committee, the ICCRC may publish the following
information, unless the Committee has ordered otherwise:

(a) name of the Member, Firm, Sole Proprietorship or RISIA;

(b) summary of the allegations or information, without any information that would identify
the Complainant or individuals other than the Member, Firm, Sole Proprietorship or RISIA;

(c) where applicable, the penalty requested by the ICCRC;

(d) any hearing dates (but not pre-hearing or settlement conferences);

(e) any interim orders that suspend or limit the services provided by the Member, Firm, Sole
Proprietorship or RISIA; and

(f) any other information that the Discipline Committee order be published.

31.5 Authority for In Camera Proceedings

The Discipline Committee has authority to conduct a hearing in camera whenever matters involving public
security or financial, personal, or other private matters may be disclosed at the hearing if the desirability
of avoiding this disclosure outweighs the desirability of the hearing being open to the public.

31.6 Rules of Procedure

The Board of Directors shall establish and approve Rules of Procedure for matters that are referred to the
Tribunal Committee, the form and content of which shall be consistent with principles of procedural
fairness. All or part of a Tribunal Committee’s Rules may be combined into a Tribunal Committee
Consolidated Rules of Procedure.

31.7 Combining Proceedings

If two or more proceedings before one or more Tribunal Committees involve the same Member, RISIA,
Firm or sole proprietorship or the same or similar questions of fact, law or policy, the Committees may,
without the consent of the parties, combine the proceedings or any part of them into one proceeding, or
may hear the separate proceedings at the same time.

31.8 Urgent Interim Orders

At any time, the Discipline Committee may order suspension of membership or registration, or may order
any restrictions or conditions of continued practise that the Committee finds necessary to protect the
public, pending the outcome of a hearing on the merits of the complaint, provided that:
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(a) the Discipline Committee has heard an urgent application by legal counsel for the Council,
during which the person complained of is given a fair opportunity to present its reasons
for opposing the application, and the Committee has decided the application in favour of
the Council, and

(b) the Discipline Committee is satisfied that to deny the order applied for may result in harm
to any member of the public.

31.9 Finding of an Offence

At the conclusion of a hearing, the Discipline Committee shall find that a Member or Firm has committed
an offence if in the Committee's opinion the Member or Firm has failed to comply with the Code of
Professional Ethics or an applicable By-law or Regulation.

31.10 Discipline Committee’s Authority to Order

If the majority of members of a Discipline Committee hearing panel finds that a Member, RISIA, Firm or
sole proprietorship has committed an offence, it may by order:

(a) revoke the Member's membership or the RISIA’s or Firm's registration for a period
stipulated in the Order;

(b) suspend the Member's membership or the RISIA’s or Firm's registration for a period
stipulated in the Order.;

(c) prohibit a Member whose membership is suspended from using any designation, term,
title, initials, or description implying that the member is practising as a Regulated
Canadian Immigration Consultant / Consultant réglementé en immigration canadienne
during the period of revocation or suspension;

(d) determine the timing and manner of the return of a Certificate of Registration to the
Council by a Member whose membership is revoked;

(e) impose restrictions or conditions on the right of the Member to practise as a Regulated
Canadian Immigration Consultant / Consultant réglementé en immigration canadienne;

(f) issue a reprimand and, if the Committee considers it appropriate, direct that the
reprimand be recorded in the register and/or published on the Council’s website;

(g) require the Member, RISIA or Firm to take any specified rehabilitative measure, including
requiring the Member or any Member practising as a Regulated Canadian Immigration
Consultant / Consultant réglementé en immigration canadienne through the firm to
complete successfully specified professional development courses or to seek specified
counselling or treatment;

(h) require the Member, RISIA or Firm to pay a monetary penalty and/or the Council’s
reasonable costs of investigation and legal fees for the hearing and specify the timing and
manner of payment;
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(i) delay the imposition of a measure under this subsection for a specified period or on
specified terms, including the successful completion of specified courses of study;

(j) direct that a failure to comply with the Committee's order shall result in the revocation
of membership or registration;

(k) make any other order that the Committee considers necessary in the circumstances.

31.11 Additional Authority – Being Ungovernable

If the majority of members of a Discipline Committee hearing panel finds that a Member or RISIA is
Ungovernable, including:

(a) repeated failure to respond promptly and adequately to ICCRC’s requests for audit
information or response to ICCRC’s investigation of complaints;

(b) repeated failure to respond promptly and adequately to client requests for information;

(c) substantial abandonment of the Member’s or RISIA’s clients;

(d) failure to comply promptly and fully with decision or orders of the Discipline Committee,
the Registrar Appeal Committee, the Fitness to Practice Committee, or the Professional
Fees Review Committee;

(e) repeated offences under the By-law, Code of Professional Ethics, or a Regulation; or

(f) any other repeated substantial failure or inability to comply with ICCRC’s regulatory
requirements;

it may by order suspend or revoke the membership of the Member or the registration of the RISIA.

31.12 Costs

The Discipline Committee may award the costs of a proceeding before it against:

(a) the subject of the proceeding,

(i) where a determination adverse to the subject of the proceeding was made; or

(ii) where the subject of the proceeding caused costs to be incurred without
reasonable cause or to be wasted by undue delay, negligence, or other default.

The costs awarded may include costs incurred by the Council in the investigation, prosecution, and hearing
of the matter:

(b) against the Council, but only

(i) where the proceeding was unwarranted; or

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(ii) where the Council caused costs to be incurred without reasonable cause or to be
wasted by undue delay, negligence, or other default.

The costs awarded may include costs incurred by the subject of the proceeding for legal fees and
disbursements.

31.13 Terms of Costs Award

(a) In making any award of costs, the Discipline Committee shall specify the time period in
which the costs shall be paid and whether it shall be by a single payment or more than
one payment over a specified time.

(b) If the costs are not paid in full within the specified time, unless there is an arrangement
with the Registrar for a payment plan, and payments have been made in accordance with
that plan, the Member or RISIA shall be automatically suspended for non-payment. That
suspension shall remain in force until either full payment has been made or membership
or registration is revoked under Section 20.4.

31.14 Effective Date of Committee Order and Stays

Unless the Discipline Committee grants a motion for a stay (which may be made at the end of the hearing),
the final decision and order of the Discipline Committee approving or denying a Joint Submission on
Penalty or deciding a complaint at a hearing takes effect on the day specified in the order.

31.15 Continuing Jurisdiction Despite Suspension, etc.

Any Member or Firm whose membership in or registration with the Council is revoked, suspended, or
cancelled as a result of disciplinary proceedings remains subject to the continuing jurisdiction of the
Council for any investigation or disciplinary proceeding.

31.16 Resumption of Membership or Registration - Right to Apply

Any Member, Firm or RISIA whose membership in or registration with the Council is revoked, suspended,
or cancelled as a result of disciplinary proceedings may, unless prohibited for life, apply after the expiry
of the period stipulated in the Order for re-admission as a Member or re-registration as a Firm or RISIA in
accordance with Section 13.2 or Section 23.9, as applicable, and on any further terms and conditions the
Fitness to Practice Committee may require.

31.17 Publication of Discipline Decision, Order and Reasons

(a) Whenever the Discipline Committee has found that a Member has committed an offence,
the Council shall publish the decision and order of the Discipline Committee, together
with the written reasons for the decision in accordance with the Discipline Committee
Rules of Procedure;

(b) All final decisions of the Discipline Committee that limit, revoke, or suspend the
membership or registration of a Member, RISIA, Firm or Sole proprietorship shall be
published on the ICCRC’s website with the full name of the Member, RISIA, Firm or Sole
Proprietorship;
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(c) The Discipline Committee may also order that its decision and/or order be published in a
newspaper of the community or communities where the Member resides and/or carries
on business.

32. FITNESS TO PRACTICE COMMITTEE

32.1 Responsibilities

The Fitness to Practice Committee shall fulfil its responsibilities in:

(a) Section 41 (Bankruptcy or Insolvency);

(b) Section 42 (Capacity);

(c) Section 31.15 for the re-application or re-registration of a cancelled, suspended, or

revoked Member, Firm or RISIA; and

(d) any Regulation established by the Board.

32.2 Other Tribunal Committee Provisions

The following provisions in the Discipline Committee section apply to the Fitness to Practice Committee,
with any necessary variations:

(a) Section 31.2 (resolution by the parties);

(b) Section 31.3 (publication of information) – except that information about cases referred
to the Fitness to Practice Committee that relate to capacity shall be published in
accordance with the Tribunal Committee Rules of Procedure;

(c) Section 31.4 (in camera proceedings);

(d) Section 31.5 (Rules of Procedure);

(e) Section 31.6 (combining proceedings);

(f) Section 31.7 (urgent interim orders);

(g) Section 31.11 and 31.12 (costs);

(h) Section 31.13 (effective date of order, stays);

(i) Section 31.14 (continuing jurisdiction despite suspension);

(j) Section 31.15 (resumption of membership or registration – right to apply); and

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(k) Section 31.16 (publication decision, order and reasons) – except that decisions and orders
of the Fitness to Practice Committee and the reasons for those decisions, that relate to
capacity shall be published in accordance with the Tribunal Committee Rules of Procedure.

33. REGISTRAR APPEAL COMMITTEE

33.1 Appeal of Registrar’s Decisions

The Registrar Appeal Committee, shall hear appeal from:

(a) a Registrar’s decision refusing admission or re-admission to membership or registration,

or granting membership in or registration with the Council subject to restrictions or
conditions; [Approved BOD May 2019]

(b) a Registrar’s suspension of the membership of any Member or the registration of any
RISIA under section 20.5; and

(c) the issuance of a Registrar’s Caution or Warning to be placed on the permanent file of a
Member, RISIA, Firm or sole proprietorship.

An appeal may be brought provided that the notice of appeal is in writing and is filed with the Registrar
Appeal Committee within thirty (30) days from the date of receipt of the decision and/or order from which
the appeal is taken.

33.2 Other Tribunal Committee Provisions

The following provisions in the Discipline Committee section apply to the Registrar Appeal Committee,
with any necessary variations:

(a) Section 31.2 (resolution by the parties);

(b) Section 31.3 (publication of information);

(c) Section 31.4 (in camera proceedings);

(d) Section 31.5 (Rules of Procedure);

(e) Section 31.6 (combining proceedings);

(f) Section 31.12 (costs) and 31.13 (terms of cost awards);

(g) Section 31.13 (effective date of order, stays);

(h) Section 31.15 (resumption of membership or registration – right to apply); and

(i) Section 31.16 (publication decision, order and reasons)

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33.3 Registrar Appeal Committee’s Authority to Order

The Registrar Appeal Committee has the power to determine any question of law or mixed fact and law
that arises in an appeal and may:

(a) confirm the decision of the Registrar;

(b) overturn, vary, or substitute the decision of the Registrar for such other decision it deems
appropriate in the circumstances; or

(c) dismiss the appeal.

33.4 Effective Date of Registrar Appeal Committee Order

A decision or order of the Registrar Appeal Committee takes effect on the date the decision or order is
made, unless the Registrar Appeal Committee orders otherwise. The decision, the order, and the reasons
for the decision, if available, shall be provided in writing to each party within two (2) business days after
the writing of the reasons has been completed. A decision or order of the Registrar Appeal Committee is
final.

34. PROFESSIONAL FEES REVIEW COMMITTEE

34.1 The Board, upon recommendation of the Governance and Nominating Committee, shall from time
to time appoint Members to act as members of the Professional Fees Review Committee. The
Committee will be guided in its work by the Regulations governing the scope and methods of
operating within other Regulations, specifically the Retainer Agreement Regulation and the Client
Account Regulation.

34.2 The Professional Fees Review Committee shall:

(a) Attempt, through mediation or arbitration, to facilitate a resolution to any written fee
complaint of a client of a Member or Firm; and

(b) perform such other professional fee-related duties as are assigned to it by the Board.

34.3 A mediation or arbitration panel of the Professional Fees Review Committee shall have no more
than three (3) members, selected by the Registrar or his/her designate.

34.4 One Committee member selected by the Registrar shall review the complaint and determine (i)
whether it is appropriate for mediation or arbitration by a panel of the Committee and, if so, (ii)
whether the mediation or arbitration should be conducted by one (1) or three (3) members of the
Committee.

34.5 If the parties to a fee dispute consent to arbitration by a panel of the Professional Fees Review
Committee, all parties shall sign and submit a written consent form to the Registrar, who shall
then appoint a panel.

34.6 Within ten (10) days after the filing of the consent form (or such longer period as may be
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determined by the Registrar) each of the parties shall submit to the Registrar a brief written
outline of their position on the dispute.

34.7 The Registrar shall select the members of a hearing panel to consider a complaint, on such terms
and conditions as are agreed by the parties and acceptable to the Registrar.

34.8 The decision of an arbitration panel of the Committee shall be final and binding on the parties.

34.9 A decision of an arbitration panel of the Committee, certified by the Registrar, may be filed with
a court of competent jurisdiction for the purpose of enforcement.

35. TRIBUNAL COMMITTEE DECISIONS ARE FINAL

35.1 Decisions of the Tribunal Committee are Final

All decisions of the Tribunal Committee are full and final.

36. NOTICE OF CONDUCT

36.1 No Requirement to Take Notice

Neither the Council nor the Board will be required to take notice of any published article or private
communication or of any other statement concerning the conduct of a Member, RISIA, Firm or sole
proprietorship.

37. NOTICE OF PROCEEDINGS

37.1 Notice to Other Organizations

If a Member or RISIA resigns or is suspended, or his or her membership or registration is revoked or

cancelled, either administratively or as a result of disciplinary proceedings, the Council will give notice to
CBSA, CIC, IRB, any provincial or territorial registries of immigration/citizenship consultants programs, and
any Provincial Nominee Program including the name of such Member or RISIA and the reasons for the
action taken.

38. OBLIGATION TO REPLY TO COUNCIL REQUESTS

38.1 Mandatory Reply to Council

Unless an extension of time in which to reply is approved by the Registrar, a Member, Firm or RISIA shall
reply in writing to any written communication from the Council or an investigator retained by the Council,
about a disciplinary issue in which a reply is specifically requested, within thirty (30) days of the date the
Member, Firm or RISIA receives the request.

38.2 Failure to Participate in Hearing

Unless an extension of time in which to appear is approved by the Registrar, any Member, RISIA, or Firm
who does not attend a hearing or other proceeding of the Discipline Committee, the Fitness to Practice
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Committee, the Registrar Appeal Committee, or the Professional Fees Review Committee shall be
suspended by the Registrar from the rights and privileges of membership or registration from the date on
which the Council gives notice of the suspension to the Member, RISIA, or Firm. Such suspension shall
remain in effect until the Member, RISIA or Firm attends the hearing stipulated in such notice when the
suspension will be lifted. Should the Member, RISIA or Firm, without leave from the Registrar, fails to
attend a hearing of such Committee for more than 90 days from the date of suspension, the Registrar
shall revoke the membership or registration of the Member, RISIA or Firm.

39. APPLICATION TO FORMER MEMBERS

39.1 Continued Application to Former Members and RISIAs

Sections 27 to 39 apply with necessary modifications to an individual who resigns as a Member or RISIA
or whose membership or registration is revoked or cancelled or otherwise terminated, provided that no
investigation of such a Member or RISIA shall be commenced unless the conduct comes to the attention
of the Council before the sixth anniversary of the day on which the individual ceased to be a Member or
RISIA.

40. LEARNING AND DEVELOPMENT

40.1 Continuous Professional Learning and Development Required

Every Member shall undertake CPD and shall demonstrate compliance with the requirements as set out
in this Section 40 and the Regulations, unless the Member is exempt from such requirements under the
provisions of the Regulations.

40.2 Regulations Prescribe CPD

The Board may, by Regulation prescribe:

(a) content and required minimum amount of continuous professional learning and
development;

(b) the reporting and document retention requirements;

(c) the penalties and procedures applicable to non-compliance with the continuous
professional learning and development provisions of this Section 40 and the Regulations;
and

(d) the exemptions available from the continuous professional learning and development
obligations.

40.3 Member Annual CPD Reports Required

Every Member subject to the continuous professional learning and development requirement of this
Section 40 and the Regulations shall submit annually, on or before the due date prescribed by Regulation,
a report in the prescribed form outlining their professional development activities.
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40.4 Practice Management Education Included

For greater certainty, Continuous Professional Learning and Development includes but is not limited to
Practice Management Education.

41. BANKRUPTCY OR INSOLVENCY

41.1 Member Report Required

A Member or Firm shall notify the Registrar in writing within fifteen (15) days after the occurrence
pursuant to Bankruptcy and Insolvency Act or the Companies Creditors Arrangement Act, as applicable, of
any of the following events:

(a) becoming a bankrupt;

(b) making a proposal to creditors;

(c) becoming the subject of a formal proceeding as an insolvent debtor; or

(d) having a business of which the Member is an owner placed under a receiving order or the
Firm being placed under a receiving order.

41.2 Information Required from Member

After receiving notice under Section 41.1, the Registrar, upon receiving notice pursuant to Section 41.1,
may require a Member or Firm to provide the Registrar with one or more of the following:

(a) all documentation required pursuant to the Bankruptcy and Insolvency Act or Companies
Creditors Arrangement Act, as applicable, in respect of the bankruptcy, proposal to
creditors, formal proceeding as an insolvent debtor, or receiving order, as applicable; or
alternatively an undertaking to provide such documentation as soon as it becomes
available;

(b) the statement of claim and defence in respect of any civil litigation pertaining to an
insolvency proceeding, if such proceeding has been reported, or an undertaking to
provide such documentation as soon as it becomes available;

(c) such documents relating to the financial circumstances of the Member or Firm as are
prescribed in the Regulations;

(d) a declaration granting the Council permission to access information or documentation

relating to the bankruptcy, proposal to creditors, insolvency proceeding or receivership
order directly from or through one or more of the trustees in bankruptcy, the
Superintendent of Bankruptcy, or the Official Receiver as applicable; and

(e) such other documentation or information as may be prescribed in the Regulations.

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41.3 Fitness to Practice Committee to Consider

The Registrar shall promptly refer the written notice and all related documentation and information
received from the Member or Firm for review by the Fitness to Practice Committee.

41.4 Authority of Fitness to Practice Committee

The Fitness to Practice Committee shall review every matter referred to it under Section 41.3 may, for
purposes of its review:

(a) require that the Member or Firm provide to the Committee any document or information
referred to in Section 41.2 within the time and in the manner specified by the Fitness to
Practice Committee; and

(b) direct the Registrar to investigate the matter;

and in accordance with the information it receives, the Fitness to Practice Committee, may:

(c) require the Member or Firm to continue to provide relevant information and
documentation until the applicable bankruptcy or insolvency event is complete;

(d) order that a hearing be held before the Fitness to Practice Committee to consider the
circumstances of the Member or Firm; or

(e) take no further action.

41.5 Where Risk of Harm – Fitness to Practice Committee Hearing

If the Fitness to Practice Committee receives any document or information under Subsection 41.2(c)
suggesting that the Member’s or Firm’s bankruptcy or insolvency event may pose a risk of harm to any
person, the Fitness to Practice Committee may hold a hearing on the matter.

41.6 Where Risk of Harm – Fitness to Practice Committee Authority

If, following a hearing conducted pursuant to Subsection 41.4(d) or Section 41.5 of the By-laws, the Fitness
to Practice Committee determines that there are reasonable grounds for believing that the Member’s or
Firm’s bankruptcy or insolvency event poses or may pose a risk of harm to any person, it may by order do
one or more of the following:

(a) suspend the Member’s membership or the Firm’s registration;

(b) impose restrictions or conditions on the right of the Member to practise as a Regulated
Canadian Immigration Consultant / Consultant réglementé en immigration Canadienne;

(c) make any other order, other than revoking the Member’s membership, or cancelling the
Firm’s registration, that the Committee considers appropriate in the circumstances.
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41.7 Failure to Report

In the event that the Council becomes aware that a Member or Firm has been the subject of any
occurrence for which notice to the Registrar is required pursuant to Section 41.1 and the Member or Firm
has not provided the Registrar with the required written notice within the prescribed period for reporting
such occurrence, the rights and privileges of the Member or Firm shall be suspended from the date on
which the Council gives notice of the suspension to the Member or Firm. Such suspension shall remain in
effect until the Member or Firm has provided the Registrar with the required written notice and has
provided all documentation requested by the Registrar and the Registrar has given notice that such
suspension has been lifted. The failure to report the occurrence may be referred to the Complaints
Committee for investigation.

41.8 Failure to Provide Documentation

Unless an extension of time in which to reply is approved by the Registrar, any Member or Firm who does
not provide the documentation requested by the Registrar within thirty (30) days of the date of the
Registrar’s request pursuant to Section 41.2 shall be suspended from the rights and privileges of
membership or registration from the date on which the Council gives notice of the suspension to the
Member or Firm. Such suspension shall remain in effect until the requested documentation is provided
and the Registrar has given notice that such suspension has been lifted. The failure to provide such
documentation may be referred to the Complaints Committee for investigation.

41.9 Fitness to Practice Committee Authority – Failure to Comply with Order

A Member or Firm who or that fails to comply with an order of the Fitness to Practice Committee in the
manner and within the timeframe specified in the order shall be suspended from the rights and privileges
of membership or registration from the date upon which the Member or Firm is not in compliance until
the date on which the Member or Firm satisfies the Fitness to Practice Committee that the terms have
been fulfilled and the Fitness to Practice Committee orders that the rights and privileges of membership
or registration be reinstated.

41.10 Fitness to Practice Committee Authority – Where Professional Misconduct

If the Fitness to Practice Committee while conducting its hearing becomes aware of any preliminary
investigation and enquiry by the Complaints Committee or the Discipline Committee into the professional
conduct of the Member or Firm, the Fitness to Practice Committee or the Discipline Committee may
continue its hearing. If the Fitness to Practice Committee or the Discipline Committee while conducting
its hearing becomes aware of any act, omission, matter or thing on the part of the Member or Firm that
the Complaints Committee or Discipline Committee is empowered to review and investigate pursuant to
the By-laws, the Fitness to Practice Committee shall bring such act, omission, matter or thing to the
attention of the Complaints Committee or the Discipline Committee for review and investigation pursuant
to the By-laws.

41.11 Fitness to Practice Committee Decision – Requirement of Notice

The Chair of the Fitness to Practice Committee shall give written notice by registered mail to the Member,
RISIA, or Firm of the decision of the Fitness to Practice Committee within a reasonable time of the decision.
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41.12 Fitness to Practice Committee Decision – Report to the Board

Subject to the other provisions of the By-laws, the Fitness to Practice Committee shall report its decision
to the Board through the Registrar (or his or her delegate) in respect of any hearing held pursuant to
Section 41.5.

41.13 Member’s Continued Liability

Notwithstanding the suspension of a Member’s or Firm’s membership in or registration with the Council,
any Member or Firm so suspended will continue to be liable for and will pay all fees and Dues otherwise
payable by him, her, or it to the Council during the period of suspension.

41.14 Automatic Revocation of Membership or Registration

The membership in or registration with the Council of any Member, Firm or RISIA that has been suspended
and continues to be suspended pursuant to this Section 41 shall automatically be revoked as of the third
anniversary date of the effective date of the suspension.

41.15 Resumption of Membership – Right to Apply

Any Member whose membership in the Council is revoked pursuant to Section 41 may apply for re-
admission as a Member in accordance with Section 13.2 of the By-laws and on such further terms and
conditions as the Fitness to Practice Committee may require in each case.

42. CAPACITY

42.1 Meaning of Incapacity

For the purposes of Section 42, a Member of the Council or RISIA is incapacitated if, by reason of physical
or mental illness, condition, or disorder, he or she is incapable of meeting his or her obligations under the
By-laws, Regulations, or the Code of Professional Ethics, as applicable.

42.2 Council to Investigate Incapacity

If the Council receives information suggesting that a Member or RISIA is incapacitated, the Council may
investigate the matter.

42.3 Referral to Fitness to Practice Committee

Following an investigation under Section 42.2, the Council may apply to the Fitness to Practice Committee
for a determination of whether the Member or RISIA is incapacitated.

42.4 Examination for Clinical Opinion

If the Fitness to Practice Committee determines that it is necessary to obtain the opinion of a physician or
a psychologist in order to determine whether a Member or RISIA is incapacitated, the Fitness to Practice
Committee may, on its own or on motion, order the Member or RISIA to undergo a medical or
psychological examination. The examining physician or psychologist shall be specified by the Fitness to
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Practice Committee after giving the Council and the Member or RISIA an opportunity to make
recommendations.

42.5 Where Member or RISIA Refuses Examination

If the Member or RISIA fails to comply with an order of the Fitness to Practice Committee under Section
42.4, the Fitness to Practice Committee may make an order suspending his or her membership or
registration until he or she complies.

42.6 Examination Report

Following the examination of the Member or RISIA, the physician or psychologist shall provide to the
Fitness to Practice Committee:

(a) an assessment of whether the Member or RISIA is incapacitated;

(b) an assessment of the extent of any incapacity; and

(c) any further information respecting the medical or psychological issues in the case.

42.7 Admissibility of Information

Information provided by the Member or RISIA to a physician or psychologist during a medical or

psychological examination is not admissible in evidence except:

(a) in an application under Section 42.3, and in any proceeding in court arising from or
relating to the application; and

(b) in an application under Section 43 for a custodianship order, including any appeal, and in
any proceeding in court arising from or relating to the application.

42.8 Fitness to Practice Committee Authority

If the Fitness to Practice Committee determines that the Member or RISIA is incapacitated, the Fitness to
Practice Committee may by order:

(a) suspend the Member’s membership or the RISIA’s registration;

(b) impose restrictions or conditions on the Member’s right to practise as a Regulated

Canadian Immigration Consultant / Consultant réglementé en immigration canadienne or
the RISIA’s right to practise as a Regulated International Student Immigration Advisor /
Conseiller réglementé en immigration pour étudiants étrangers; or

(c) make any other order, other than revoking the Member’s membership or the RISIA’s
registration, that the Fitness to Practice Committee considers necessary to protect the
public interest.
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43. CUSTODIANSHIP

43.1 Court Application for Custody

Where the Registrar of the Council has information or reason to believe on the balance of probabilities
that any of the following situations have occurred:

(a) a Member has died or disappeared;

(b) a Member is incapacitated within the meaning of Section 42.1;

(c) a Member’s membership has been suspended or revoked or otherwise terminated;

(d) a Member has neglected or abandoned his or her practice without making adequate
provision for the protection of his or her clients’ interests;

(e) a Member has failed to conduct his or her practice in accordance with any restriction or
condition to which he or she is subject under the By-laws as applicable; or

(f) there are reasonable grounds for believing that other circumstances exist in respect of a
Member or his or her practice that make an order under Section 43.1 necessary for the
protection of the public;

the Council may, in accordance with the law of the jurisdiction where the Member resides or carries on
business, upon notice to a Member (or the Member’s estate, as the case requires), move before a Justice
of the Superior Court for an order that all or part of the property that is or should be in the possession or
control of the Member be given into the custody of a custodian appointed by Superior Court.

43.2 Application if Membership Terminated

Section 43 applies with necessary modifications:

(a) in respect of an individual who resigns as a Member of the Council or whose membership
is revoked or otherwise terminated;

(b) to property that is or should be in the possession or control of an individual referred to in

Section 43.2, before or after he or she ceases to be a Member.

43.3 Property Defined

In this Section 43, property means any property wherever it may be located, that is or should be in the
possession or control of a Member of the Council in connection with:

(a) the business operations relating to the Member's practice;

(b) the business or affairs of a client or former client of the Member;

(c) an estate for which the Member is or was executor, administrator or administrator with
the will annexed;
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(d) a trust of which the Member is or was a trustee;

(e) a power of attorney under which the Member is or was the attorney; or

(f) a guardianship under which the Member is or was the guardian.

44. PRACTICE INSPECTIONS AND COMPLIANCE AUDITS

44.1 Council May Conduct

Members and Firms will be subject to compliance audit and inspection (including financial inspection) by
representatives of the Council from time to time in accordance with Regulations established by the Board
from time to time. The costs to the Council of an inspection respecting the practice of a Member or Firm
shall be borne by the Member or Firm in accordance with policies and Regulations established by the
Board from time to time.

44.2 Role of Practice Management and Education Committee

The operation of the Council’s practice inspection program shall be overseen by the Practice Management
and Education Committee and such other Committee(s) as the Board may determine.

45. PROFESSIONAL LIABILITY INSURANCE

45.1 Regulation to Prescribe Insurance Requirements

Members, RISIAs and Firms will be subject to professional liability insurance requirements from time to
time in accordance with Regulations established by the Board from time to time.

F. THE BOARD OF DIRECTORS

46. COMPOSITION

46.1 Make-up of Board

The affairs of the Corporation shall be managed by a board of directors of not fewer than nine directors
and not more than fifteen (15) directors, with the number of directors and the composition of the Board
prescribed in the By-laws.

46.2 Composition of Board 2017/18

The composition of the Board for 2017/18 will be as follows:

(a) Twelve (12) Members In Good Standing elected from Members in the following
Geographic Regions:
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Geographic Region No. of Directors

Ontario 4

Québec 2

Western Canada (British Columbia, Alberta, Saskatchewan, and Manitoba) 4

Atlantic Canada, Territories and International (New Brunswick, Prince 2

Edward Island, Nova Scotia, Newfoundland and Labrador, Yukon,
Northwest Territories, Nunavut, and outside Canada)

Total 12

(b) one (1) individual who is elected as a Public Interest Director (the “Elected Public Interest
Director”); and

(c) two (2) individuals who are appointed by the Board as Public Interest Directors in
accordance with the Regulations at the Board meeting immediately preceding the Annual
Meeting,

46.3 Composition of Board for 2018/19

The composition of the Board of Directors for 2018/19 will be as follows:

(a) Seven (7) Members In Good Standing elected from Members in the following
Geographic Regions:

Geographic Region No. of Directors

Western Canada (British Columbia, Alberta, Saskatchewan, and Manitoba) 2

Ontario 2

Québec 2

Atlantic Canada, Territories and International (New Brunswick, Prince 1

Edward Island, Nova Scotia, Newfoundland and Labrador, Yukon,
Northwest Territories, Nunavut, and outside Canada)

Total 7
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(b) two (2) Members In Good Standing elected from Members, without reference to
Geographic Region;

(c) four (4) individual who are elected as Public Interest Directors (the “Elected Public Interest
Directors”); and

(d) one (1) individual who is appointed by the Board as a Public Interest Director in
accordance with the Regulations at the Board meeting immediately preceding the Annual
Meeting.

46.4 Composition of Board 2019/20 and thereafter

The composition of the Board of Directors for 2019/20 and thereafter will be as follows:

(a) seven (7) Members In Good Standing elected from Members in the following Geographic
Regions:

Geographic Region No. of Directors

Western Canada (British Columbia, Alberta, Saskatchewan, and Manitoba) 2

Ontario 2

Québec 2

Atlantic Canada, Territories and International (New Brunswick, Prince 1

Edward Island, Nova Scotia, Newfoundland and Labrador, Yukon,
Northwest Territories, Nunavut, and outside Canada)

Total 7

(b) four (4) individual who are elected as Public Interest Directors (the “Elected Public Interest
Directors”); and

(c) one (1) individual who is appointed by the Board as a Public Interest Director in
accordance with the Regulations at the Board meeting immediately preceding the Annual
Meeting.

47. QUALIFICATIONS

47.1 Director’s Eligibility Requirements

No individual shall be eligible for nomination, election, or appointment to, or service on, the Board as a
Director:
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(a) with respect to a Member unless she or he is and continues to be a Member in good
standing;

(b) with respect to a Member and for the 2019/20 and subsequent elections, unless he or
she has been a Member In Good Standing for at least five (5) consecutive years preceding
(and inclusive of) the last date for nominations;

(c) unless he or she is and continues to be a citizen or permanent resident of Canada, or a

person registered as an Indian under the Indian Act, R.S.C., 1985, c. I-5, as amended;
(d) unless she or he is eighteen (18) or more years of age;

(e) if he or she is incapable;

(f) if she or he is a person who has the status of a bankrupt;

(g) if she or he has been or is convicted of any criminal, regulatory or similar offence which
the Governance and Nominating Committee determines in its sole discretion would
render that individual unfit or inappropriate to act as a Director;

(h) if she or he or an Immediate Family member is or becomes a full-time or part-time

employee of the Council;

(i) if she or he or an Immediate Family member is or becomes a member of the Board of

Directors or a full-time or part-time employee of any organization with which the Council
has a contract or from whom ICCRC receives goods or services, or any other Regulatory
Body, unless the Governance and Nominating Committee in its sole discretion determines
that there is no apparent conflict of interest;

(j) if she or he or an Immediate Family member is or becomes a member of any of the

following Committees of the Council:

(i) Complaints Committee

(ii) Discipline Committee

(iii) Registrar Appeal Committee

(iv) Fitness to Practice Committee;

(v) Professional Fees Review Committee

(k) with respect to a Member, unless he or she is subject to a final determination of guilt in
respect of any charge laid against such Member pursuant to the By-laws and adjudicated
by the Discipline Committee, and any court or tribunal having jurisdiction, all rights of
appeal and review having been exhausted or waived;
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(l) with respect to a Member, if he or she submits a certification pursuant to Section 47.3
containing one or more inaccurate statements, unless the Board in its sole discretion
determines that the individual is qualified as a candidate;

(m) if she or he is otherwise unfit or inappropriate to act as a Director as determined by the

Board in its discretion, but subject to the right of the individual to appeal to the Tribunal
Committee whose decision shall be final;

(n) if he or she institutes or has instituted any suit, action, or other proceeding against the
Council in any court or with any tribunal, agency, or commission;

(o) if the Council institutes or has instituted any suit, action or other proceeding against him
or her in any court or with any tribunal, agency, or commission;

(p) if he or she is disqualified by the Election Officer (with the approval of the Election
Committee) in accordance with the Board of Directors Election Campaigning Regulation;

(q) if he or she has been removed from office as a Director having been determined to be
unfit or inappropriate to act as a Director in accordance with Subsection 47.1 (m) at any
time during the three-year period immediately preceding the date of the Annual Meeting
for which a call for nominations to serve on the Board has been published;

For greater certainty:

(r) the provisions of this Section 47.1 apply to every candidate for the office of Director
regardless of by whom nominated and regardless of whether the individual has previously
served or is continuing to serve as a Director;

(s) a Member is entitled to be a candidate for election of Director from a Geographic Region
only if the Member satisfies the residence requirements set forth in Subsections 46.1(a)
and Section 47.3;

(t) before an individual may be nominated, elected, or appointed to the Board as a Director,
such individual is required to obtain the certificate of the Election Committee that the
qualifications of the individual conform to the requirements of this Section 47; and

(u) the Governance and Nominating Committee may require any individual elected or
appointed to, or serving on, the Board as a Director, to satisfy it that such individual
continues to maintain his/her eligibility.

47.2 Committee Member’s Eligibility Requirements

The provisions of Section 47.1 apply with necessary variations to service on a Standing Committee or other
Committees of the Council.
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47.3 Certification of Eligibility

A Member will certify in the consent to act as a Director delivered to the Chair of the Governance and
Nominating Committee with his or her nomination for election that, in addition to possessing all of the
qualifications for nomination or election to and service on the Board as a Director, such Member, for the
continuous period of one (1) year preceding (and inclusive of) the last date for nominations:

(a) is and has been a resident of; and

(b) has had his/her primary place of business in;

the Geographic Region for which he or she is being nominated for Director. A Director once elected may
move his/her residence and/or primary place of business to a different Geographic Region without
affecting him/her continuing to serve his/her present term of office.

48. NOMINATIONS FOR ELECTION TO THE BOARD OF DIRECTORS

48.1 Geographical Distribution Requirements

Nominations and elections of Elected Directors will at all times be conducted in a manner which ensures
the geographical distribution by elected members of the Board in accordance with clause 46.1(a) and
clause 46.2(a) as applicable.

48.2 Notice of Nominations

The Chair of the Governance and Nominating Committee will cause to be mailed or sent by electronic mail
or published in a publication of the Council generally circulated to its Members and mailed or sent by
electronic mail not later than one hundred and twenty (120) days before the Annual Meeting in each year
to all Members In Good Standing on the date of mailing:

(a) a notice stating that nominations for election of Directors for the ensuing year may be
made provided that any such nomination:

(i) is made in writing and signed by five (5) Members in good standing;

(ii) is accompanied by such background information respecting the nominee as the

Governance and Nominating Committee may require from time to time, including
but not limited to particulars respecting the education, professional credentials,
professional, board and committee experience, ethical values, good character,
credit status, litigation history, and criminal record of the nominee;

(iii) is accompanied by the written consent of the nominee to the verification of the
background information referred to in Subsection 48.2(a)(ii) and to participation
in an interview and/or other assessment tools and, if requested, to participate;

(iv) is accompanied by the written consent of the nominee to the nomination either
endorsed on or appended to such nomination; and
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(v) is received by the Council not later than the thirtieth day following the date of
such notice.

(b) a list setting out those Directors who are eligible and willing to stand for re-election or
reappointment for an additional term of office.

For greater certainty, the requirements set out in Subsection 48.2(a) apply to every candidate for the
office of Elected Director regardless of by whom nominated, and regardless of whether the individual has
previously served as a Director.

48.3 Application to Continuing Directors, Committee Members

The provisions of clauses 48.2(a)(ii) and 48.2(a)(iii) apply with necessary variations to Directors continuing
to serve on the Board or on a Standing Committee, Advisory Committee, Taskforce or Working Group.

48.4 Application to Serve on a Tribunal Committee

The provisions of clauses 48.2(a)(ii) and 48.2(a)(iii) apply with necessary variations to any individual –
Member or Public – serving on a Tribunal Committee.

48.5 Duty of Election Officer

The Election Officer shall, personally or by delegate, promptly following the last day for receipt of
nominations as specified in clause 48.2(a)(v), review each nomination received, and verify that each
individual nominated has provided all of the information and consents set out in the notice under
Subsection 46.2(a), and that each individual nominated possesses all of the qualifications required for
nomination or election to and service on the Board as a Director, as set out in Section 47.1; and

(a) in the event that the Election Officer determines that an individual who has been
nominated has provided all of the information and consents set out in the notice under
Subsection 48.2(a) and possesses all of the qualifications required for nomination or
election to and service on the Board as a Director as set out in Section 47.1, the Election
Officer shall promptly give notice to that effect to the Election Committee;

(b) in the event that the Election Officer determines that an individual who has been
nominated has not provided all of the information and consents set out in the notice
under Subsection 48.2(a) or does not possess all of the qualifications required for
nomination or election to or service on the Board as a Director as set out in Section 47.1,
the Election Officer shall promptly give notice to that effect to the Election Committee
and shall promptly give notice to such individual:

(i) that the individual is not qualified as a candidate;

(ii) setting out the information and consents that were set out in the notice under
Section 48.2(a) that were not provided, and/or what qualification or
qualifications the individual has not met; and

(iii) advising that the individual may, within fourteen (14) days after the date of the
notice, request in writing that the Election Committee declare the individual
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qualified as a candidate, giving reasons justifying why his or her request should
be granted.

48.6 Declaration of Qualification

Within fourteen (14) days after the expiry of the time for receipt of a request pursuant to clause 48.4(b)(iii),
the Governance and Nominating Committee:

(a) except for those matters referred to in clauses 47.1(k) and 47.1(l), may, in its sole and
absolute discretion, declare the individual as either qualified or not qualified as a
candidate, and any such declaration shall be final and binding for the purposes of the
election next following; or

(b) with respect to the matters referred to in clauses 47.1(k) and 47.1(l), shall refer the
request to the Board for determination, and subject to the right of appeal any such
determination shall be final and binding for the purposes of the election next following.

48.7 Nominations by Governance and Nominating Committee of Elected Directors

The Governance and Nominating Committee may, at any time up until the day immediately preceding the
first day that Members may cast votes for election of Directors, nominate such number of Members as is
required to fulfil the number of Elected Directors to be elected or to comply with the requirements of
clause 46.1(a) or clause 46.2 (a) as applicable.

(a) Provided however that before the candidacy of any candidate nominated by the
Governance and Nominating Committee pursuant to the authority of Section 48.6 may
be considered effective or valid, each such candidate shall:

(i) provide all of the information and consents set out in the notice under clause
48.2(a) except clause 48.2(a)(i);

(ii) possess all of the qualifications required for nomination or election to and service
on the Board as a Director as set out in Section 47.1, and

(iii) comply with the requirements of Section 48.3;

and for the purpose of this proviso, the provisions of Section 48.5 shall apply with
necessary variations.

48.8 Nomination by Board of the Elected Public Interest Directors

The Board shall, at any time up until the day immediately preceding the first day that Members may cast
votes for the election of the Elected Public Interest Directors, nominate two or more individuals (who are
not Members) as it considers appropriate to fulfill the number of Elected Public Interest Directors to be
elected. Provided, however, that before the candidacy of any candidate nominated by the Board pursuant
to the authority of this Section 48.7 may be considered effective or valid, each such candidate shall:

(a) provide all of the information and consents set out in subsections (ii), (iii), and (iv) of
Section 48.2; and
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(b) possess all of the qualifications required for nomination or election to and service on the
Board as a Director as set out in Section 47.1 (except clauses 47.1(a), (j), (m) and (n).

48.9 Acclamation or Election

If the number of Members duly nominated in a Geographic Region does not exceed the number of
Directors required to be elected for the ensuing year in such Geographic Region pursuant to clause 46.1(a)
or clause 46.2 (a), as applicable, the Members so nominated will be declared elected by acclamation. If,
however, the number of Members so nominated in a Geographic Region exceeds the number of Directors
to be elected in such year for such Geographic Region, the number of Directors to be elected in such year
for such Geographic Region in compliance with clause 46.1(a) or clause 46.2 (a), as applicable will be
elected by the Members in accordance with the By-laws.

48.10 Governance and Nominating Committee Slate

Without limiting the right set out in Section 76.5, the Governance and Nominating Committee shall have
the right in its sole discretion to propose a list of candidates to the Members that the Governance and
Nominating Committee recommends for election, and Members shall be given notice of such list at the
same time and in the same manner as the Members are given notice of the candidates who are eligible
for election.

49. ELECTION TO THE BOARD

49.1 Directors’ Election and Retirement in Rotation

Those Directors described in clause 46.1(a) and clause 46.2(a) shall be elected by the Members In Good
Standing and shall retire in rotation.

49.2 Election of Directors

At or before each Annual Meeting, the Members shall elect a number of Directors necessary to fill the
offices of retiring Directors subject to the Board composition requirements set out in Article 46 and for
the terms of office set out in Article 50. The election will be held in the manner prescribed in the By-laws
and Regulations and will ensure that the geographic distribution by elected members of the Board set out
in clause 46.2, 46.3 and 46.4 is maintained.

49.3 Election by Electronic or Paper Ballot

Annual elections of Directors will be conducted by electronic ballot and paper ballot by the Members in
good standing, and only those electronic ballots and paper ballots will be tabulated that have been
received on or before the time prior the Annual Meeting, that the Board by resolution sets for the receipt
of completed ballots.

49.4 Effective Date of Directors’ Election

The election of Directors shall be effective at the Annual Meeting.

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49.5 At-Large Election

Members In Good Standing will be entitled to vote in respect of Members nominated in all Geographic
Regions.

50. TERM

50.1 Three-Year Term

Until the By-laws prescribe otherwise, an Elected Director and an Elected Public Interest Director shall
serve a term of three (3) years, and an Appointed Public Interest Director will serve a term of one (1) year.

50.2 Term of 2017/18

The term of directors for 2017/18 will be as follows:

(a) for Elected Directors, two (2) years; and

(b) for the Elected Public Interest Director, two (2) years.

50.3 Term of 2018/19

The term of directors for 2018/19 will be as follows:

(a) for Member Directors elected without reference to Geographic Region, one (1) year; and;

(b) for Elected Public Interest Directors, three (3) years for the two (2) Directors with the first
and second most votes, and two (2) years for the Director with the third most votes.

50.4 Term of 2019/20

The term of directors for 2019/20 will be as follows:

(a) for the Elected Directors from Western Canada, three (3) years for the Member with the
most votes, and one (1) year for the Member with the second most votes;

(b) for the Elected Directors from Ontario, three (3) years for the Member with the most
votes, and one (1) year for the Member with the second most votes;

(c) for the Elected Directors from Québec, three (3) years for the Member with the most
votes, and one (1) year for the Member with the second most votes;

(d) for the Elected Director from Atlantic Canada, Territories and International, two (2) years;
and

(e) for the Elected Public Interest Director, three (3) years.
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50.5 Term of 2020/21 and thereafter

To provide clarity and with reference to subsection 50.1, the terms for all Elected Directors and Elected
Public Interest Directors will be three (3) years starting with the nomination and election cycle relating to
service on the Board for 2020/21.

50.6 Term of Office of Directors

Directors shall hold office until the election or appointment of his successor becomes effective, unless he
or she resigns or his or her office becomes vacant by other cause. The term of a Director elected at or
before an Annual Meeting will start at the Annual Meeting at which the election is effective (as provided
in Section 49.4), upon the results of the election being announced at the Annual Meeting.

The appointment of a Public Interest Director is effective upon the announcement of his or her
appointment at an Annual Meeting, and such Public Interest Director is deemed reappointed until a
successor is appointed.

A Director appointed or elected to fill a vacancy holds office for the unexpired term of their predecessor.

51. RE-ELECTION

51.1 Term Limits for Elected Directors and Elected Public Interest Directors (Unto; 2018 Annual
Meeting)

Subject to Section 47.1 and Section 50.2, an Elected Director and an Elected Public Interest Director, if
otherwise qualified, is eligible for election for three (3) consecutive two (2) year terms (and if an Elected
Public Interest Director has also been an appointed Public Interest Director, his or her term(s) as an
appointed Public Interest Director will be included in the aggregate six (6) year term limit), and thereafter
is not eligible for re-election until a period of eleven (11) months or more has elapsed from the date of
retirement of such Director.

51.2 Directors serving initial staggered terms from First General Meeting

For greater clarity, the eight (8) month term, commencing from the First General Meeting of Members on
18 February 2012 until the Annual Meeting on 31 October 2012, served by six (6) Elected Directors to
initially establish staggered election terms for the Board, shall not form part of the calculation of the three
(3) consecutive two (2) year term limits provided for in Section 51.1.

51.3 Term Limits for Elected Directors and Elected Public Interest Directors (From and After the 2018
Annual Meeting)

Subject to Section 47.1 and Section 50.5, an Elected Director and an Elected Public Interest Director, if
otherwise qualified, is eligible for election for two (2) three (3) year terms (and if an Elected Public Interest
Director has also been an appointed Public Interest Director, his or her term(s) as an appointed Public
Interest Director will be included in the aggregate six (6) year term limit), and thereafter is not eligible for
re-election until a period of twenty-four (24) months or more has elapsed from the date of retirement of
such Director.
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51.4 Term Limits for Appointed Public Interest Directors

Subject to Section 50, a Public Interest Director appointed by the Board, if otherwise qualified, is eligible
for appointment for six (6) consecutive one (1) year terms (and if an appointed Public Interest Director
has also been an Elected Public Interest Director, his or her term(s) as an Elected Public Interest Director
will be included in the aggregate six (6) year term limit) and thereafter is not eligible for reappointment
until a period of eleven (11) months or more has elapsed from the date of retirement of such appointed
Public Interest Director.

52. SANCTION FOR BREACH OF BOARD’S CODE

52.1 Meaning of “Code”

For the purpose of Section 52, “Code” includes the Code of Business Conduct and Ethics and the Conflict
of Interest Policy and such replacement and/or other similar documents as the Board may determine from
time to time.

52.2 Board Consider Allegations of Breach

If an alleged breach by a Director of the Board’s Code is brought to the attention of the Board, the Board
shall make inquiries into the matter and shall, based on the results of the inquiries, determine whether
the Director has breached the Board’s Code.

52.3 Board Authority Upon Breach of Code

If the Board determines that the Director has breached the Board’s Code, the Board may impose one or
more of the following sanctions:

(a) censure of the Director in whatever way or ways the Board may consider in its sole
discretion to be appropriate;

(b) remove the Director as a member of one or more committees of the Board;

(c) any other action the Board may consider in its sole discretion to be appropriate.

52.4 Board Process Upon Alleged Breach

If the Board determines that the Director has breached the Board’s Code:

(a) the Board shall give the Director written notice of the determination and of any sanction
imposed by the Board;

(b) such notice shall inform the Director that he or she may make written submissions to the
Board in respect of the determination or sanction by a date specified in the notice that is
at least fourteen (14) days after the notice is received by the Director; and
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(c) the Board shall consider any submissions made by the Director in accordance with clause
52.4(b) and shall confirm or revoke the determination within fourteen (14) days after the
submissions are received.

52.5 When Determination Revoked, Sanction Revoked

If the Board revokes a determination under clause 52.4(c), any sanction imposed by the Board is revoked.

52.6 Confirmation of Sanction When Determination Confirmed

If the Board confirms a determination under clause 52.4(c), the Board shall, within the time referred to in
that section, confirm, vary, or revoke the sanction.

52.7 Effective Date Upon Variation

If a sanction is varied or revoked under Section 52.5 or 52.6, the variation or revocation shall be deemed
to be effective as of the date the original determination was made under Section 52.2.

52.8 Subject Director to Absent Self

A Director who is alleged to have breached the Board’s Code shall withdraw from the meeting at which
the matter is considered for the duration of any discussions and deliberations relating to the matter and
shall not vote or seek to influence the vote of any other Director, on the matter.

52.9 Minutes to Record

The passage of a resolution to do any of the things described in Sections 52.2, 52.3, 52.4 and 52.6 shall be
recorded in the minutes of the meeting.

53. REMOVAL

53.1 Members May Remove Elected Director

An elected Director may be removed from office before the expiration of her or his term of office by
Ordinary Resolution passed at a General Meeting called for that purpose and the Members may, at the
same General Meeting, by a majority of the votes cast at that meeting, elect any Member meeting the
qualifications of Section 47.1 hereof in the place and stead of the individual removed for the remainder
of the term of the removed Director.

53.2 Suspension of Rights of Director Charged

When the Chair of the Governance and Nominating Committee has served a Director or a member of a
Committee of the Council with written notice of charges against such Member to be adjudicated upon by
the Discipline Committee, the Chair of the Governance and Nominating Committee will forthwith notify
the Chair and the Chair of any Committee of which such Member is also a member that charges against
such Member are to be so adjudicated and the rights of such Member to attend meetings of the Board
and any Committee of the Council and to vote thereat will be suspended until such charges have been
finally adjudicated upon by the Discipline Committee, and any court or tribunal having jurisdiction in the
matter, all rights of appeal and review having been exhausted or waived.
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53.3 Effect of Cessation of Qualifications

An individual will cease to be qualified to continue to hold office as a member of any committee of the
Council in the event of:

(a) a final determination of guilt against such individual in respect of any charge laid against
such individual pursuant to the By-laws and adjudicated by the Discipline Committee, and
any court or tribunal having jurisdiction, all rights of appeal and review having been
exhausted or waived;

(b) such individual ceasing to be a Member in good standing;

(c) such individual ceasing to be a Member; or

(d) in the case of a Director, ceasing to be a Director,

and will automatically be deemed to have resigned as a member of any committee of the Council
upon the occurrence of any such event, unless otherwise determined by the Board.

54. VACANCY ON THE BOARD

54.1 Deemed Vacancy

The office of a Director will be deemed to be vacated if that individual:

(a) dies or, by notice in writing to the Board, resigns his or her office;

(b) is removed from office as a Director pursuant to Section 53.1;

(c) ceases to be qualified under Section 47.1 to hold the office of Director; or

(d) is absent from three (3) meetings of the Board or a Committee or a combination thereof
in any one (1) year period without the consent of the Board or the Committee, as the case
may be.

54.2 Filling of Vacancy – Board

Individuals will be appointed by the Board to fill any vacancy among Board members occurring at any time
other than at an annual election provided that the vacancy will be filled by a person meeting the
qualifications set out in Section 47 and who responds to the requirements set out in the mandatory skillset
matrix. The matrix will be approved by the Board no later than sixty (60) days after the first meeting of
the Board following the Annual Meeting. The matrix will include skills in education, competence, and other
areas of expertise typical of a serving Director. The Board will appoint individuals to fill any vacancy among
Board members for the remainder of the unexpired term provided the following:

(a) number of remaining Elected Directors constitutes a quorum;

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(b) the vacancy is filled in a manner that maintains the Board composition set out in section
46;

(c) the vacancy is filled by a person meeting the requirements set out in section 47 and who
responds to the requirements set out in a mandatory skillset matrix that the Board
approved no later than sixty (60) days after the first meeting of the Board following the
Annual Meeting. The skillset matrix will be updated every time a vacancy is filled, and the
new skillset matrix will be used for filling the next vacancy; and

(d) the vacancy is filled in accordance with a Regulation established by the Board no later
than sixty (60) days after the first meeting of the Board following the Annual Meeting.

54.3 When Filling of Vacancy Unnecessary

Notwithstanding Section 54.2, where a vacancy in the office of Director occurs within ninety (90) days of
the expiration of that Director’s term, the Board may, but need not, fill such vacancy.

55. DUTIES OF DIRECTORS

55.1 Compliance Required

Each Director will at all times comply with the provisions of the Act, Government Regulations, the Articles,
By-laws, Regulations, and policies of the Council, and will exercise the powers and discharge the duties of
his or her office honestly and in good faith with a view to the best interests of the Council and in
furtherance of the purposes of the Council. Each Director will:

(a) endeavour to take part in the committee work of the Council and serve actively during
her or his term of office on any Committees or committees to which she or he has been
appointed;

(b) endeavour to be present at and to participate in the Annual Meeting and any General
Meeting;

(c) perform such duties on behalf of the Council as may be requested, including attendance
at local functions as a representative of the Council; and

(d) ensure that confidential matters coming to her or his attention in such individual’s
capacity as a Director are not disclosed by her or him except as required for the
performance of her or his duties or as may be directed by the Board or by the Chair or, if
such Director holds the office of Chair, by the Board.
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G. OFFICERS

56. ELECTION AND APPOINTMENT OF OFFICERS

56.1 Election of Chair and Vice-Chair

At the first meeting of the Board held after each Annual Meeting, the Board will elect a Chair and a
Vice-Chair from among the Elected Directors. The Governance and Nominating Committee will present to
the Board a recommendation for election of the Chair and Vice Chair. Additional nominations may be
made from the floor by any Director provided that the Director so nominated consents to such nomination
either in person or in writing at the time of such nomination. Voting will, unless waived by all members of
the Board in attendance at such meeting, be by ballot of those Directors present. Two scrutineers will be
appointed by the chair of the meeting and they will be responsible for the counting of ballots.

56.2 Maximum of Two One-Year Terms as Chair

A Director is eligible for election as Chair for a maximum of two (2) one (1) year terms which may, but
need not, be consecutive.

56.3 Chair May Preside

The Chair shall be entitled to preside at all meetings of the Council and the Board. In the absence of the
Chair or at his or her request, the Vice-Chair shall act as Chair.

56.4 Appointment of President and Chief Executive Officer

The Board will appoint a President and Chief Executive Officer who will hold office until the appointment
is terminated by the Board. The President and Chief Executive Officer will be responsible directly to the
Board for the administration, organization, operation, efficiency, and discipline of the holders of offices
of the Council.

56.5 Appointment of Secretary, Treasurer, and Other Officers

The Board will appoint a Corporate Secretary who will hold office until the appointment is terminated by
the Board. The duties and responsibilities of the Corporate Secretary shall be prescribed in Regulation.

The Board will appoint a Corporate Treasurer who will hold office until the appointment is terminated by
the Board. The duties and responsibilities of the Corporate Treasurer shall be prescribed in Regulation.

The Board may appoint other Officers and agents with such titles as the Board may prescribe from time
to time as it considers necessary.

56.6 Appointment of Registrar

The Board will appoint a Registrar who will hold office until the appointment is terminated by the Board.
The duties and responsibilities of the Registrar shall be prescribed in the By-laws and in Regulation.
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57. REMUNERATION OF OFFICERS

57.1 Remuneration Fixed By Board

The remuneration, if any, of any Officer of the Council who is not an employee of the Council will be
determined from time to time by the Board.

57.2 Remuneration of President and Chief Executive Officer

The remuneration of the President and Chief Executive Officer will be determined from time to time by
the Human Resources and Compensation Committee.

58. REMOVAL OF OFFICERS

58.1 Removal by Special Resolution of the Board

The Board may by Special Resolution of the Board remove any Officer from office at any time.

59. VACANCIES

59.1 Filling of Vacancy – Officer

If the office of any Officer becomes vacant by reason of death, resignation, disqualification or otherwise,
the Board may appoint a replacement to fill such vacancy.

60. DUTIES OF OFFICERS

60.1 Officers’ Duties Prescribed

In addition to any powers and duties provided in the Act, all Officers shall have the powers, and term of
office, and perform the duties set out in the By-laws, or from time to time prescribed by the Board by
Regulation or otherwise.

61. DELEGATION OF DUTIES

61.1 Delegation by Special Resolution of the Board

Subject to the provisions of the Act, the Board may delegate, by Special Resolution of the Board, the
powers of any Officer to a Director or another individual for such period and on such terms as the Board
deems necessary. Except where otherwise restricted by the Board, any Officer may delegate to another
person any of the powers of such Officer but shall remain responsible for whatever powers that other
person exercises.
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H. COMMITTEES

62. STANDING COMMITTEES

62.1 Standing Committees Prescribed

At the first or second meeting of the Board after each Annual Meeting, and subject to the provisions of
Section 62.4, the Board will appoint the Chair, Vice-Chair, and sufficient members to meet the Mandate
of the following Standing Committees:

(a) Finance and Audit Committee

(b) Governance and Nominating Committee

(c) Human Resources and Compensation Committee

(d) Outreach and Communications Committee

(e) Registration and Education Committee

62.2 Tribunal Committees Prescribed

At the first or second meeting of the Board after each Annual Meeting, and subject to the provisions of
Section 62.4, the Board will appoint the Chair, one or more Vice-Chairs, and sufficient members to meet
the Mandate of the following Tribunal Committees:

(a) Registrar Appeal Committee

(b) Complaints Committee

(c) Discipline Committee

(d) Fitness to Practice Committee

(e) Professional Fees Review Committee

62.3 Tribunal Committee Members Ex Officio

A member of the Discipline Committee, the Fitness to Practice Committee, the Registrar Appeal
Committee or the Professional Fees Review Committee is ex officio a member of the other of such
Committees, other than the Complaints Committee, and may be seconded to serve on a Panel of one of
these other Committees, so long as the consent of the Chair of respective committee from which
seconded has been obtained.

62.4 Committees, Taskforces and Working Groups May Be Appointed

The Board may also from time to time appoint such other Committees, Advisory Committees, Taskforces,
and Working Groups consisting of Members or other individuals as the Board considers desirable to assist
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it in the management of the affairs of the Council. To the extent practicable, the Board shall attempt to
appoint members of Committees on staggered two (2) year terms.

62.5 GNC Recommendation for Appointments

The Governance and Nominating Committee shall recommend to the Board the names of candidates for
the Chair, Vice-Chair, and members of each Standing Committee and Tribunal Committee. The
Governance and Nominating Committee shall also recommend to the Board the names of candidates for
Election Officer and members of the Election Committee.

62.6 Chair’s Right to Attend Committee Meetings

The Chair of the Board shall be entitled to notice of and to attend and to speak at every Committee,
Standing Committee, Taskforce and Working Group meeting but shall not be entitled to vote; and unless
present, shall not be counted for the purpose of the quorum. The Chair may attend and speak at non-
hearing business meetings of the Tribunal Committees.

62.7 Election Officer and Election Committee

On an annual basis, prior to the last day for receipt of nominations for election to the Board as specified
in clause 48.2(a)(v), the Board shall:

(a) appoint an individual who is neither a Member nor an employee of the Council, as the
Election Officer, to perform the duties set out in the By-law and in the Board of Directors
Election Campaigning Regulation; and

(b) appoint an Election Committee composed of three individuals, none of whom may be
Members or employees of the Council, to perform the duties set out in the By-law, the
Board of Directors Election Campaigning Regulation and the mandate and charter for the
Election Committee. The Election Officer will be the Chair of the Election Committee.

62.8 Independent Complaints Review Officer

At the first or second meeting of the Board after each Annual Meeting, the Board shall appoint or re-
appoint an individual as the ICRO to perform the duties set out in the By-law.

The ICRO shall operate independently of the Board of Directors, the Registrar, and the Complaints
Committee.

Notwithstanding this section 62.7, no ICRO will be appointed until the requirements for the position has
been approved by the Board and a Regulation is passed by the Board fully detailing the responsibilities
and authority of the position.

63. REVOCATION OF APPOINTMENT

63.1 Board Authority to Revoke Appointment

The appointment by the Board of any Member or other individual to a Standing Committee, Tribunal
Committee, or other Committee, Taskforce or Working Group of the Council may be revoked at any time
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by the Board, but the Board may only revoke an appointment to a Tribunal Committee if there is adequate
cause for the revocation, due to respect for the adjudicative independence of the Tribunal Committee.

64. COMPOSITION OF COMMITTEES

64.1 Board to Determine Composition

Each Standing Committee, Tribunal Committee, Advisory Committee, Taskforce or Working Group will be
constituted in such manner as the Board may determine from time to time.

65. GENERAL PROVISIONS RESPECTING COMMITTEES

65.1 Board May Prescribe Committee Procedures

The convening of and procedure at meetings of each Standing Committee and other Committees
established by the Board will be conducted in the manner established by the Board from time to time in
the mandate and charter for each Standing Committee and each other Committee or in a separate policy.

65.2 Board May Prescribe Committee Duties

The Board may, in addition to any duties imposed by the By-laws, impose such duties on any non-Tribunal
Standing Committee or other Committee and their respective members as it considers appropriate from
time to time.

65.3 Committees to Report to the Board

All Standing Committees and other Committees established by the Board will report their activities
directly to the Board unless otherwise directed by the Board.

65.4 Where Board Approval Required

No resolution of any Standing Committee or other Committee, other than decisions of the Complaints
Committee, the Discipline Committee, the Fitness to Practice Committee, the Registrar Appeal Committee
or the Professional Fees Review Committee in respect of any proceeding, or decisions of the Governance
and Nominating Committee, the Human Resources and Compensation Committee, and the Election
Committee as expressly provided for in the By-laws, will be binding on the Board unless and until approved
by the Board.

65.5 Tribunal Committees May Sit in Panels

The Complaints Committee, the Discipline Committee, the Registrar Appeal Committee, the Fitness to
Practice Committee and the Professional Fees Review Committee may sit in panels of one (1), two (2), or
three (3) members, and a decision of a majority of the panel of each such Committee constitutes the
decision of the Committee. Other Standing Committees Taskforces and Working Groups and other
Committees established by the Board may sit in panels as the Board may determine from time to time.
Where a Committee is authorized by the Board to sit in panels, a decision of a panel of a Committee
constitutes the decision of the Committee. Where there is a panel of two members and the two members
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cannot agree on a decision, the decision of the panel will be the decision of the member designated as
the presiding member of the panel.

I. SUPPLEMENTAL: THE BOARD, COMMITTEES AND OFFICERS

66. MEETINGS OF THE BOARD

66.1 Who May Call Board Meeting

Meetings of the Board will be called by the Chair, the Vice-Chair or a majority of the Directors.

66.2 Notice of Board Meeting

Notice of a meeting of the Board will be given not less than seven days (exclusive of the day on which the
notice is delivered, mailed, or sent by electronic mail or otherwise transmitted but inclusive of the day for
which notice is given) before the meeting is to take place.

66.3 Board Meetings Without Notice

Subject to Section 66.7, meetings of the Board may be held at any time without notice if all Directors are
present or if any Directors who are absent have signified their consent in writing at any time to the
meeting being held in their absence.

66.4 Waiver of Notice

Notice of any meeting or any irregularity in any meeting or the notice thereof may be waived at any time
by any Director.

66.5 Agenda to Be Included

A notice of a meeting of the Board will contain an agenda setting out in reasonable detail all matters to
be discussed and all business to be transacted at that meeting.

66.6 Presence of President and Chief Executive Officer

Except when the matter under consideration consists of his/her employment, discipline, remuneration or
dismissal, the President and Chief Executive Officer shall be entitled to notice of and to attend and to
speak at every meeting of the Board and every Committee, Standing Committee, Taskforce and Working
Group but shall not be entitled to vote. The President and Chief Executive Officer may attend and speak
at non-hearing business meetings of the Tribunal Committees.

66.7 Meeting After Annual Meeting

The first meeting of the Board after each Annual Meeting may be held without formal notice to the
members thereof if a quorum is present.
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66.8 Minimum Number of Board Meetings

There shall be a minimum of four (4) meetings of the Board held in each year.

66.9 Meetings by Teleconference or Videoconference

If the majority of the members of the Board or a Committee (as the case requires) consent thereto
generally or in respect of a particular meeting and each has adequate access, such persons may participate
in a meeting of the Board or Committee by means of such conference telephone or other communications
facilities as permit all persons participating in the meeting to hear each other, and a person participating
in such a meeting by such means is deemed to be present at the meeting.

Provided that at the outset of each such meeting, and whenever votes are required, the
chair of the meeting shall call roll to establish quorum, and shall, whenever not satisfied
that the proceedings of the meeting may proceed with adequate security and
confidentiality, unless a majority of the persons present at such meeting otherwise
require, adjourn the meeting to a predetermined date, time, and place.

66.10 Quorum of the Board

A quorum for the transaction of all matters and business before the Board shall consist of a majority of
the Elected Directors, and at least one Public Interest Director.

66.11 Voting at Meetings of the Board

Except as otherwise required by the By-laws, every question arising at any meeting of the Board will be
decided by a majority of votes cast. Each Director will be entitled to one vote. Any motion on which there
is an equality of votes is lost.

66.12 Minutes of the Board Meetings

A copy of the minutes of each meeting of the Board will be provided to each Director and to such other
persons as the Board may from time to time direct.

67. REMUNERATION OF DIRECTORS AND MEMBERS

67.1 Entitlement to Compensation

A Director, Officer and committee member shall be paid reasonable compensation, as established from
time to time by resolution, for services as a director, Officer, or committee member (as the case requires),
which amount may vary according to the role and services actually performed; and the aggregated annual
amount thereof paid in a fiscal year shall be reported to each Annual Meeting.

67.2 Remuneration for Special Services

The President and Chief Executive Officer may also award special remuneration to any Member
undertaking any special services on behalf of the Council and confirmation of any such award by the
Members will not be required.
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68. EXPENSES OF THE BOARD AND COMMITTEES

68.1 Reasonable Expenses Payable

The reasonable travelling and other expenses properly incurred by Directors and members of committees
of the Council in attending meetings of the Board or of any committee shall be reimbursed by the Council
in accordance with guidelines established by the Board from time to time upon submission to the Council
of bona fide statements or vouchers for such expenditures.

69. CONFLICT OF INTEREST

69.1 Interest Declaration Required

Any Director or Officer who has an interest, directly or indirectly, in a proposed contract or transaction or
in a contract or transaction with the Council shall declare the nature and extent of his or her interest in
the contract or transaction, in writing or by requesting to have it entered in the minutes of the meeting;
and shall, before, during and after any meeting of the Board or a Committee, Tribunal Committee,
Taskforce or Working Group, refrain from influencing or attempting to influence any consideration or vote
on such matter.

69.2 Timing of Declaration

In the case of a proposed contract or transaction, the Director will declare his or her interest at the
meeting of the Board or Committee at which the question of entering into the contract or transaction is
first taken into consideration or if he or she is not present at such meeting, then at the first Board or
Committee meeting held thereafter. If the Director is not at the date of that meeting interested in the
proposed contract or transaction, he or she will make the declaration at the first Board or Committee
meeting which is held after he or she becomes interested in the proposed contract or transaction. In the
case where the Director becomes interested in a contract or transaction after it is made, the Director will
declare his or her interest at the first Board or Committee meeting held after he or she becomes so
interested.

69.3 Prohibition on Contracts

Directors and their immediate families will not enter into any proposed contract or transaction to provide
goods or services to the Council:

(a) except on a competitive bid basis or other basis in writing; and

(b) unless the Director has declared any interest therein, and he or she has absented himself
or herself from the meeting at which the question of entering into the contract or
transaction is considered and he or she has refrained from voting thereon.

69.4 Vote Prohibited When Possess Interest

Directors will not vote on any proposed contract or transaction or on a contract or transaction with the
Council in which they have a direct or indirect financial interest and will declare the details of such interest
prior to the discussion and vote on such matter.
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69.5 Requirement to Withdraw from Meeting

Any Director who has declared an interest in any proposed contract or transaction or contract or
transaction or other financial interest with the Council which is being discussed will absent himself or
herself during the discussion of and vote upon the matter and the event will be recorded in the minutes.

69.6 Registration of Director Interests

Any Director who, either directly or through an Immediate Family relationship, has an involvement with
the Council as a user or provider of the facilities and/or services of the Council will register in writing with
the Corporate Secretary of the Council the nature of the relationship. Any matters that come before the
Board or Committee that appear to raise an issue of actual or potential conflict of interest for a Director
arising from such relationship may be raised by that Director, or any other Director for discussion and if,
in the judgment of the Board, a conflict exists then the Director with the conflict will be entitled to speak
to the issue but not vote or be present for the vote. In any determination by the Board or Committee as
to whether a conflict arising out of such a relationship exists, the Director who is the subject of the
discussion will be entitled to speak to the issue but will not vote or be present for such vote.

70. INSURANCE AND PROTECTION OF DIRECTORS AND OFFICERS

70.1 Insurance

The Council shall purchase and maintain appropriate liability insurance for the benefit of the Council and
each person acting or having previously acted in the capacity of Director, Officer, or any other capacity at
the request of or on behalf of the Council, which insurance shall include:

(a) property and public liability insurance;

(b) Directors’ and Officers’ insurance;

and may include

(c) such other insurance as the Board sees fit from time to time;

with coverage limits in amounts per occurrence, with aggregate maximum limits and with insurers, all as
deemed appropriate by the Board from time to time.

The Council shall ensure that each Director and Officer is added as a named insured to any policy of
Directors’ and Officers’ insurance maintained by the Council.

No coverage shall be provided for any liability relating to a failure to act honestly and in good faith with a
view to the best interests of the Council.

It shall be the obligation of any person seeking insurance coverage or indemnity from the Council to co-
operate fully with the Council in the defence of any demand, claim or suit made against such person, and
to make no admission of responsibility or liability to any third party without the prior agreement of the
Council.
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70.2 Directors and Officers Liability Exclusion

Absent the failure to act honestly and in good faith in the performance of the duties of office, and save as
may be otherwise provided in any legislation or law, no present or past Director or Officer of the Council
shall be personally liable for any loss or damage or expense to the Council arising out of the acts (including
wilful, negligent or accidental conduct), receipts, neglects, omissions or defaults of such Director or Officer
or of any other Director or Officer or employee, servant, agent, volunteer or independent contractor
arising from any of the following:

(a) insufficiency or deficiency of title to any property acquired by the Council or for or on
behalf of the Council;

(b) insufficiency or deficiency of any security in or upon which any of the monies of or
belonging to the Council shall be placed out or invested;

(c) loss or damage arising from the bankruptcy or insolvency of any person, firm or
Organization including any person, firm, or Organization with whom or which any monies,
securities or effects shall be lodged or deposited;

(d) loss, conversion, misapplication, or misappropriation of or any damage resulting from any
dealings with monies, securities or other assets belonging to the Council;

(e) loss, damage, or misfortune whatever which may occur in the execution of the duties of
the Director’s or Officer’s respective office or trust or in relation thereto; and

(f) loss or damage arising from any wilful act, assault, act of negligence, breach of fiduciary
or other duty or failure to render aid of any sort.

70.3 Indemnification of Directors and Officers

Every person (in this section referred to as a “protected person”), including the respective heirs, executors
and administrators, estate, successors and assigns of the person, who:

(a) is a Director; or

(b) is an Officer of the Council; or

(c) is a member of a Committee; or

(d) has undertaken, or, with the direction of the Council is about to undertake, any liability
on behalf of the Council or any Council controlled by the Council, whether in the person’s
personal capacity or as a director or Officer or employee or volunteer of such Council;

shall be indemnified and saved harmless (including, for greater certainty, the right to receive the first
dollar payout, and without deduction or any co-payment requirement) from and against all costs, charges,
and expenses which such protected person sustains or incurs:
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(e) in or in relation to any demand, action, suit or proceeding which is brought, commenced,
or prosecuted against such protected person in respect of any act, deed, matter, or thing
whatsoever, made, done, or permitted or not permitted by such protected person, in or
in relation to the execution of the duties of such office or in respect of any such liability;
or

(f) in relation to the affairs of the Council generally;

save and except such costs, charges or expenses as are occasioned by the failure of such protected person
to act honestly and in good faith in the performance of the duties of office.

Such indemnity will only be effective:

(g) upon the exhaustion of all available and collectible insurance provided to Directors by the
Council inclusive of whatever valid and collectible insurance has been collected; and

(h) providing the Director has carried out all duties assigned to him or her which are subject
of the claim in complete good faith so as to comply with the conditions of the insurance
policy concerning entitlement to coverage.

The Council shall also, upon approval by the Board from time to time, indemnify any such protected
person, firm, or Council in such other circumstances as any legislation or laws permit or require.

Nothing in the By-laws shall limit the right of any person, firm or Council entitled to indemnity to claim
indemnity apart from the provisions of the By-laws to the extent permitted by any legislation or law.

71. LIMITATION OF LIABILITY — PROTECTION OF DIRECTORS AND OTHERS

71.1 Director and Others Not Liable

No Director, Officer, employee or member of a committee of the Council will be liable for the acts, receipts,
neglects or defaults of any other Director or Officer or employee or member of a committee or an agent
of the Council or for joining in any receipt or act for conformity or for any loss, damage or expense incurred
by the Council through the insufficiency or deficiency of title to any property acquired by the Council or
for or on behalf of the Council or for the insufficiency or deficiency of any security in or upon which any
of the monies of or belonging to the Council will be placed out or invested or for any loss or damage arising
from the bankruptcy, insolvency or tortious act of any person, firm or Council with whom or which any
monies, securities or effects will be lodged or deposited or for any loss occasioned by any error of
judgment or oversight on his or her part or for any other loss, damage or misfortune whatever which may
happen in the execution of the duties of his or her respective office, employment or trust or in relation
thereto unless the same will be occasioned by his or her own wilful act or through his or her own wilful
neglect or default.

71.2 Director Not Liable Unless Board Approval Obtained

The Directors shall not be under any duty or responsibility in respect of any contract, act, or transaction
whether or not made, done, or entered into in the name or on behalf of the Council, except such as shall
have been submitted to and authorized or approved by the Board.
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72. FORMER DIRECTOR MAY NOT BE EMPLOYED

72.1 Prohibition Upon Employment

Until a period of not less than two years following the date that a person has served as a Director has
expired:

(a) such former Director shall be prohibited from being an employee of the Council; and

(b) such former Director shall not contract or be eligible to contract with the Council:

(i) directly or indirectly;

(ii) whether on his/her own behalf;

(iii) while acting for, by, with, or through another;

(iv) whether as a partner, shareholder, member, director, Officer, or employee of

another.

J. MEETINGS OF THE MEMBERS

73. ANNUAL MEETING

73.1 Member Attendance Right

The Annual Meeting of Members to which every Member shall have a right to attend in person shall be
held each year, at a time and place and on a date determined by the Board from time to time, for the
purpose of:

(a) hearing and receiving the reports and statements required by the Act to be read at and
laid before the Members at an annual meeting;

(b) declaring elected or acclaimed nominees for each of the elected positions on the Board
of Directors;

(c) appointing the Public Accountant and fixing or authorizing the Board to fix the
remuneration therefor; and

(d) the transaction of any other business properly brought before the meeting.

73.2 Timing of Annual Meeting

The Annual Meeting shall be held not later than fifteen (15) months after the last Annual Meeting provided
that any Annual Meeting shall be held within six (6) months of the financial year end of the Council.
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74. GENERAL MEETING

74.1 Board May Call

The Board may at any time call a General Meeting of Members, to which every Member shall have a right
to attend, for the transaction of any business, the general nature of which is specified in the notice calling
the meeting.

74.2 Members Right to Requisition

Members who hold not less than five percent (5%) of the votes that may be cast at a meeting of Members
sought to be held may requisition the Directors to call the meeting for the purposes stated in the
requisition.

74.3 Required Content of Requisition

The requisition referred to in Section 74.2, which may consist of several documents of similar form each
signed by one or more members, shall state the business to be transacted at the meeting, and shall be
sent to each director and to the registered office of the Council.

74.4 Directors’ Obligation to Call Meeting

On receiving the requisition referred to in Section 74.2, the Directors shall call a meeting of Members to
transact the business stated in the requisition, unless:

(a) the Directors have already called a meeting of Members and have given notice of the
meeting; or

(b) the business of the meeting as stated in the requisition includes the following matters:

(i) it clearly appears that the primary purpose of the proposal is to enforce a
personal claim or redress a personal grievance against the Council or its Directors,
Officers, Members, or debt obligation holders;

(ii) it clearly appears that the proposal does not relate in a significant way to the
activities or affairs of the Council;

(iii) not more than two years before the receipt of the proposal, the Member failed
to present — in person — at a meeting of Members, a proposal that at the
Member’s request had been included in a notice of meeting;

(iv) substantially the same proposal was submitted to Members in a notice of a

meeting of Members held not more than five (5) years before the receipt of the
proposal and did not receive:

(A) three percent (3%) of the total number of memberships voted, if the
proposal was introduced at one (1) Annual Meeting of Members;
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(B) six percent (6%) of the total number of memberships voted at its last
submission to members, if the proposal was introduced at two (2) Annual
Meetings of Members; and

(C) ten percent (10%) of the total number of memberships voted at its last
submission to members, if the proposal was introduced at three (3) or
more Annual Meetings of Members.

(v) the rights conferred by Section 74.2 are being abused to secure publicity.

74.5 Members’ Right if Directors Fail to Call

If the Directors do not call the meeting within twenty-one (21) days after receiving the requisition, any
Member who signed the requisition may call the meeting.

74.6 Form of Calling of Meeting

A meeting called under Section 74.4 or Section 74.5 shall be called as nearly as possible in the manner
otherwise provided in the By-laws.

75. FIXING A RECORD DATE

75.1 Time for Fixing

The Directors may fix a record date for each meeting to determine which Members are entitled to receive
notice of the meeting and entitled to vote at the meeting. The day shall be between twenty-one (21) days
and sixty (60) days before the day on which the meeting is to be held. If the Directors do not fix a record
date for which Members are entitled to receive notice of the meeting, then the day shall be at the close
of business on the day immediately preceding the day on which notice is given or if no notice is given, the
day of the meeting. If the Directors do not fix a record date for which Members are entitled to vote at the
meeting, then the day shall be ten (10) days after the record date for Member’s entitled to notice, or if
no such date is fixed, then at the close of business on the day immediately preceding the day on which
notice is given or if no notice is given, the day of the meeting.

75.2 Notice and Conduct of Meetings

Notice of the time, place, and date of meetings of Members and sufficient information for a Member to
make a reasoned judgment on the business to be considered, including the text of any Special Resolution
to be submitted to the meeting, shall be given at least thirty (30) days before the date of the meeting to
each Member (and in the case of an annual meeting to the Public Accountant of the Council) by sending
notice by any one of the methods set out in Section 5. If a Member requests that notice of a meeting be
given by non-electronic means, the notice will be sent by mail, courier or personal delivery as provided in
Section 5.

75.3 Those Entitled to Be Present

The only persons entitled to be present at a meeting of Members shall be:

(a) those entitled to vote at the meeting, including Members and proxy holders;
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(b) the Directors and the Public Accountant of the Council; and

(c) such other persons who are entitled or required under any provision of the Act, the
Articles, or By-laws of the Council to be present at the meeting.

Any other person may be admitted only on the invitation of the chair of the meeting or by Ordinary
Resolution of the Members.

75.4 Attendance Electronically

If and whenever the Council makes available the requisite communication facility, any person entitled to
attend a meeting of Members may participate in the meeting, in accordance with the Government
Regulations if any, by means of a telephonic, an electronic or other communication facility that permits
all participants to communicate adequately with each other during the meeting:

(a) Provided however that the voting rights for such Member so participating shall be
governed by the provision of Section 76.5; and

(b) The loss of connectivity shall not invalidate the continuation of the meeting including any
voting or resolutions considered by the Members present in person or by proxy.

75.5 Quorum

A quorum for the transaction of business at meetings of Members shall be twenty (20) Members In Good
Standing and present in person or represented by proxy (with at least two (2) Members In Good Standing
present in person), and no business shall be transacted at any meeting unless the requisite quorum is
present at the commencement of such business:

(a) Provided however that where:

(i) less than twenty (20), but two or more, Members In Good Standing are present
in person after one-half hour after the commencement time specified in the
notice calling the meeting of Members; and

(ii) the business transacted is limited to the recording of the names of those present
and the passing of a motion to adjourn the meeting with or without specifying a
date, time, and place for the resumption of the meeting,

then two Members In Good Standing present in person constitute a quorum.

(b) Provided further that at the meeting at the date, time and place specified in the motion
to adjourn referred to in clause 75.5(a)(ii), the number of Members In Good Standing
present required for quorum shall be divided by two.

75.6 Proxies

Subject to the provisions of Section 75.2, every Member In Good Standing may by means of a proxy
appoint an individual who shall be a Member in good standing, as nominee for the Member, to attend
and act at a meeting of Members in the manner, to the extent and with the power conferred by the proxy
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and the Government Regulations. A proxy shall be in writing, and any notice calling a meeting of Members
shall include a form of proxy, or a reminder of a voting Member's right to use a proxy. A proxy shall be
executed by the Member In Good Standing or the attorney of the Member authorized in writing and
ceases to be valid one year from its date. Subject to the requirements of law, a proxy may be in such form
as the Board or its delegate from time to time prescribes:

(a) Provided however that the Board may by resolution from time to time fix a time not
earlier than the close of business five (5) Business Days preceding any meeting or
adjourned meeting of Members before which time proxies to be used at that meeting
must be deposited with the Corporate Secretary of the Council, and any period of time so
fixed shall be specified in the notice calling the meeting.

Pursuant to section 171(1) (Absentee Voting) of the Act, a Member entitled to vote at a meeting of
Members but absent from the meeting may vote by means of a telephonic, electronic or other
communication facility if the Council has a system that:

(a) enables the votes to be gathered in a manner that permits their subsequent verification;
and

(b) permits the tallied votes to be presented to the Council without it being possible for the
Council to identify how each Member voted.

76. VOTING BY MEMBERS

76.1 Eligibility

To be eligible to receive notice of, attend, participate and vote at a meeting of Members, a Member shall
have paid fees or Dues to the Council on or prior to the date of the meeting.

76.2 Method: Election of Directors

Voting in the election of Directors shall be electronic, or upon the written application of a Member to be
received by the Registrar not less than ten (10) Business Days prior to the meeting at which the election
of Directors is to take place, by paper ballot which paper ballot must be received by the Registrar no later
than the close of electronic balloting.

76.3 Majority Determines

Unless otherwise required by the provisions of the Act or the By-laws of the Council, all questions
proposed for consideration at a meeting of Members shall be determined by a majority of the votes cast
by Members In Good standing, provided however that it shall be the responsibility of the Board or its
delegate to ensure that the mechanisms adopted from time to time for calculating the votes are fair,
equitable and accurate.

76.4 Equality of Votes

In the case of an equality of votes for the last position in a Geographic Region at the election of Directors,
the candidates (or at the option of each candidate, a person designated by the candidate) shall draw lots
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to fill the position. In the case of an equality of votes on any other matter, the question shall be deemed
to have been lost.

76.5 Electronic or Telephone Voting

The Directors may provide for Members to vote by telephonic, electronic, or other communication facility.
Such alternative means of voting must:

(a) allow for verification that the votes are made by the Members entitled to vote; and

(b) not allow the Council to identify how each Member voted.

76.6 In Attendance Voting at a Meeting of Members

Except if a poll is required or requested, the Directors may provide for Members in attendance at a
meeting of Members to vote by a show of hands, a prescribed voting card or by the use of a wireless
audience voting device.

76.7 Assent or Dissent

At all meetings of Members, unless otherwise required by a By-law of the Council or unless a poll is
required by the Chair or requested by any Member in good standing, every question shall be decided by
way of assent or dissent of every Member In Good Standing who is present in person or by proxy.
Whenever a vote by assent or dissent has been taken upon a question, unless a poll is requested, a
declaration by the Chair that a resolution has been carried or lost by a particular majority and an entry to
that effect in the minutes of the Council is conclusive evidence of the fact without proof of the number or
proportion of votes recorded in favour of or against the motion.

76.8 Polls

If at any meeting a poll is requested on the question of adjournment, it must be taken forthwith without
adjournment. If a poll is requested on any other question, it shall be taken in the manner and at once or
later at the meeting or after adjournment as the Chair directs. The result of a poll shall be deemed to be
the resolution of the meeting at which the poll was requested. A request for a poll may be withdrawn at
any time prior to the taking of the poll.

76.9 Adjournments

Any meeting of Members may be adjourned to any time and from time to time, and any business may be
transacted at any adjourned meeting that might have been transacted at the original meeting from which
the adjournment took place, but no business may be transacted at any re-convened meeting other than
business which might have been brought before or dealt with at the original meeting in accordance with
the notice calling the same. No notice is required of any adjourned meeting.

76.10 Rules of Order

In all cases for which no specific provision is prescribed by law or made in the By-laws of the Council, the
rules and practice of the latest edition of Robert’s Rules of Order shall govern as far as applicable, provided
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that no action of the Council or of the Board shall be invalid by reason only of an inadvertent failure to
adhere to such rules.

77. MEMBER’S RIGHT: PROPOSAL (INCLUDING BY-LAW AMENDMENT)

77.1 What May Be Submitted

A Member entitled to vote at an annual meeting of Members may:

(a) submit to the Council proposed amendments to the By-laws; or

(b) submit to the Council notice of any matter that the member proposes to raise at the
meeting (any such proposed amendment and any such matter are collectively referred to
in this Section 77 as a “proposal”); and

(c) discuss at the meeting any matter with respect to which the member would have been
entitled to submit a proposal.

77.2 Notice to Include Proposal

The Council shall include the proposal in the notice of Annual Meeting next following.

77.3 Proposer’s Statement

If so, requested by the Member who submits a proposal, the Council shall include in the notice of meeting
a statement in support of the proposal by the Member and the name and address of the Member. The
statement and the proposal shall together not exceed a maximum of five hundred (500) words.

77.4 At Cost of Member

The Member who submitted the proposal shall pay any cost of including the proposal and any statement
in the notice of the meeting at which the proposal is to be presented, unless it is otherwise provided in
the By-laws or in an ordinary resolution of the Members present at the meeting.

77.5 Proposal May Include Nomination for Director

A proposal may include nominations for the election of Directors if the proposal is signed by not less than
five percent (5%) of the Members of a class or group of Members of the Council entitled to vote at the
meeting at which the proposal is to be presented or any lesser number of Members as otherwise provided
in the By-laws.

77.6 Council’s Right Not to Comply

The Council shall not comply with Sections 77.2 or 77.3 if any one or more of the following apply:

(a) the proposal is not submitted to the Council within the period of ninety (90) to one
hundred and fifty (150) days before the anniversary of the previous Annual Meeting of
Members;
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(b) it clearly appears that the primary purpose of the proposal is to enforce a personal claim
or redress a personal grievance against the Council or its Directors, Officers, Members, or
debt obligation holders;

(c) it clearly appears that the proposal does not relate in a significant way to the activities or
affairs of the Council;

(d) not more than two (2) years before the receipt of the proposal, the Member failed to
present — in person — at a meeting of Members, a proposal that at the Member’s
request had been included in a notice of meeting;

(e) substantially the same proposal was submitted to Members in a notice of a meeting of
Members held not more than five (5) years before the receipt of the proposal and did not
receive:

(i) three percent (3%) of the total number of memberships voted, if the proposal
was introduced at one (1) Annual Meeting of Members;

(ii) six percent (6%) of the total number of memberships voted at its last submission
to members, if the proposal was introduced at two (2) Annual Meetings of
Members; and

(iii) ten percent (10%) of the total number of memberships voted at its last
submission to members, if the proposal was introduced at three (3) or more
Annual Meetings of Members.

(f) the rights conferred by this Section 77 are being abused to secure publicity.

77.7 No Liability for Compliance with this Section

Neither the Council nor any person acting on its behalf shall incur any liability by reason only of complying
with this Section 77.

77.8 Council to Report to Proposer Upon Refusal

If the Council refuses to include a proposal in a notice of meeting, it shall, within twenty-one (21) days
after the day on which it receives the proposal, notify in writing the Member submitting the proposal of
its intention to omit it from the notice of meeting and of the reasons for the refusal.

K. TRANSACTION OF BUSINESS

78. BANKING

78.1 Board Designate Bankers

The Board shall designate, by resolution, the Officers and other persons authorized to transact the banking
business of the Council, or any part thereof, with the bank, trust company, or other society carrying on a
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banking business that the Board has designated as the Council’s banker, to have the authority set out in
the resolution, including, unless otherwise restricted, the power to:

(a) operate the Council’s accounts with the banker;

(b) make, sign, draw, accept, endorse, negotiate, lodge, deposit, or transfer any of the
cheques, promissory notes, drafts, acceptances, bills of exchange and orders for the
payment of money;

(c) issue receipts for and orders relating to any property of the Council;

(d) execute any agreement relating to any banking business and defining the rights and
powers of the parties thereto; and

(e) authorize any Officer of the banker to do any act or thing on the Council’s behalf to
facilitate the banking business.

Such banking business or any part thereof shall be transacted under such agreements, instructions, and
delegations of powers as the Board may, from time to time, prescribe or authorize.

78.2 Deposit of Securities

The securities of the Council shall be deposited for safe keeping with one or more bankers, trust
companies or other financial institutions to be selected by the Board. Any and all securities so deposited
may be withdrawn, from time to time, only upon the written order of the Council signed by such Officer
or Officers, agent, or agents of the Council, and in such manner, as shall from time to time be determined
by resolution of the Board and such authority may be general or confined to specific instances. The
institutions which may be so selected as custodians of the Board shall be fully protected in acting in
accordance with the directions of the Board and shall in no event be liable for the due application of the
securities so withdrawn from deposit or the proceeds thereof.

79. BORROWING

79.1 Council’s Borrowing Rights

The Council may from time to time:

(a) borrow money on the credit of the Council;

(b) issue, sell or pledge securities (including bonds, debentures, debenture stock or other like
liabilities) of the Council, but no invitation will be extended to the public to subscribe for
any such securities;

(c) charge, mortgage, hypothecate or pledge all or any of the real property or personal
property of the Council, both present and future, including book debts and unpaid calls,
rights, powers, franchises and undertaking to secure any such securities or any money
borrowed, or other debt, or any other obligation or liability of the Council; and
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(d) give indemnities to any Director or other person who has undertaken or is about to
undertake any liability on behalf of the Council or any company controlled by it and secure
any such Director or other person against loss.

79.2 Management of Borrowing

The Council may from time to time authorize any Director or Directors, Officer or Officers, employee or
employees of the Council or other person or persons, whether connected with the Council or not, to make
arrangements with reference to the monies borrowed or to be borrowed as aforesaid and as to the terms
and conditions of the loan thereof or to the securities to be given therefor, with power to vary or modify
such arrangements, terms and conditions and to give such additional securities as the Board may
authorize and generally to manage, transact and settle the borrowing of money by the Council.

80. INVESTMENTS

80.1 Board to Prudently Invest

The Board or its delegate may invest and re-invest the funds of the Council in such prudent manner as
determined by the Board.

80.2 Board May Obtain Assistance

The Board may employ, at such remuneration as it deems fit, such technical or professional assistance as
it may require in the purchase, sale, and management of the Council’s investments.

81. BENEVOLENT OR CHARITABLE FUNDS

81.1 Establishment of Fund

The Council may establish and administer a benevolent or charitable fund, and for that purpose the Board
may distribute any benevolent or charitable funds that may be contributed by Members and others,
including government grants, and may contribute thereto out of the funds of the Council.

82. GRANTS OR DONATIONS

82.1 Grants for Advancement

The Council may make grants or donations to any individual or entity for any purpose that may tend to
advance immigration/citizenship consulting and related business knowledge and education, improve
standards of practice in immigration/citizenship consulting, or support or encourage public information
about and interest in the past and present roles of immigration/citizenship consultants in society.
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83. EXECUTION OF CONTRACTS

83.1 Cheques, Drafts, and Notes

All cheques, drafts, or orders for the payment of money and all notes and acceptances and bills of
exchange will be signed by such Officer or Officers or person or persons, whether or not an Officer of the
Council and in such manner as the Board may from time to time designate.

83.2 Execution of Instruments

Deeds, transfers, assignments, contracts, obligations, certificates and other instruments or documents
may be signed on behalf of the Council, by any two of the Chair of the Board, the Corporate Secretary, the
Corporate Treasurer, and the President and Chief Executive Officer. Notwithstanding any provision to the
contrary contained in the By-laws, the Board may at any time and from time to time direct the manner in
which, and the person or persons by whom, any particular document or type of document may or will be
executed. Any person authorized to sign an instrument on behalf of the Council may affix the corporate
Seal thereto.

83.3 Facsimile Signatures

The signature of any individual authorized to sign on behalf of the Council or any of its Committees may,
if specifically authorized by the Board or its delegate, be written, printed, stamped, engraved,
lithographed, or otherwise mechanically or electronically reproduced. Anything so signed shall be as valid
as if it had been signed manually, even if that individual has ceased to hold office when anything so signed
is issued or delivered, until revoked by resolution of the Board.

84. BOOKS AND RECORDS

84.1 Records to be Maintained

The Board will ensure that all necessary books and records of the Council required by the By-laws or by
any applicable statute or law are regularly and properly kept.

85. FINANCIAL YEAR

85.1 June Year-end

Unless otherwise determined by resolution of the Board, the financial year of the Council will terminate
on the last day of June in each year.
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L. MISCELLANEOUS

86. OMISSIONS AND ERRORS

86.1 Accidental Omission Not Invalidate

The accidental omission to give any notice to any Member, Director, Officer, committee member or Public
Accountant or the non-receipt of any notice by any Member, Director, Officer, committee member or
Public Accountant or any error in any notice not affecting the substance thereof will not invalidate any
action taken at any meeting held pursuant to such notice or otherwise founded thereon.

87. WAIVER OF NOTICE

87.1 Waiver Permitted Anytime

Any Member, Director, Officer, committee member or Public Accountant may waive any notice required
to be given to him or her under any provision of the Act or the By-laws of the Council, and such waiver,
whether given before or after the meeting or other event of which notice is required to be given, will cure
any default in giving such notice.

88. PUBLIC ACCOUNTANT

88.1 Members to Appoint Accountant

Subject to the Act and its Government Regulations, the Members of the Council at each Annual Meeting
shall appoint one (1) or more Public Accountants. The Public Accountant shall hold office until the close
of the next Annual Meeting and if an appointment is not made, the incumbent Public Accountant
continues in office until a successor is appointed.

88.2 Members May Remove Accountant

The Members may, by Ordinary Resolution passed at a Special Meeting, remove any Public Accountant
before the expiration of the term of office in accordance with the Act.

88.3 Board May Fill Accountant Vacancy

The Board shall fill any vacancy in the office of Public Accountant but, while the vacancy continues, any
remaining Public Accountant may act.

88.4 Fixing of Accountant Remuneration

The remuneration of a Public Accountant appointed by the Members may be fixed by the Members by
Ordinary Resolution or shall be fixed by the Board. if the Members do not do so.
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89. VOTING SHARES AND SECURITIES

89.1 Board Determine Manner and Persons

All of the shares or other securities carrying voting rights of any Organization held from time to time by
the Council may be voted at any and all meetings of the shareholders, bondholders, debenture holders,
debenture stockholders, or holders of other securities (as the case may be) of such other Organization
and in such manner and by such person or persons as the Board will from time to time determine.

90. BY-LAWS AND EFFECTIVE DATE

90.1 Amendments requiring Special Resolution

Amendments to the following sections of this By-law shall only be effective upon approval of the Members
by Special Resolution:

(a) Section 8 [Head Office];

(b) Section 10 [conditions required for membership];

(c) any Section the effect of which is a provision to:

(i) add, change, or remove a provision that is contained in the Council’s Articles;

(ii) add a class of Members;

(iii) change the designation of any class or group of Members or add, change, or
remove any rights and conditions of any such class or group;

(iv) divide any class or group of Members into two or more classes or groups and fix
the rights and conditions of each class or group;

(v) add, change, or remove a provision respecting the transfer of a membership;

(vi) change the manner of giving notice to Members entitled to vote at a meeting of
Members;

(vii) change the method of voting by Members not in attendance at a meeting of

members.

90.2 By-Laws and Effective Date

Subject to the Articles and Section 90.1, the Board of Directors may make, amend, or repeal any By-law
that regulates the activities or affairs of the Council. Subject to Section 90.1, any such By-law, amendment
or repeal shall be effective from the date of the resolution of Directors until the next meeting of Members
where it may be confirmed, rejected, or amended by Ordinary Resolution of the Members.

If the By-law amendment or repeal is confirmed or confirmed as amended by the Members, it remains
effective in the form in which it was confirmed. The By-law amendment or repeal ceases to have effect if
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it is not submitted to the Members at the next meeting of Members or if it is rejected by the Members at
the meeting.

91. REPEAL OF PRIOR BY-LAWS

91.1 Repeal

Subject to the provisions of Section 90.2 hereof, all prior By-laws, resolutions, and other enactments of
the Council inconsistent in either form or content with the provisions of this By-law are repealed.

91.2 Prior Acts

The repeal of prior By-Laws, resolutions and other enactments shall not impair in any way the validity of
any act or thing done pursuant to any such repealed By-laws, resolution or other enactment.

92. EDITORIAL AND OTHER CHANGES

92.1 No Legal Effect

This article 92 does not authorize any change that alters the legal effect of the By-law or any of its
constituent By-laws.

92.2 Permitted Changes

The Corporate Secretary may make the following changes to the By-laws:

(a) Correcting spelling, punctuation or grammatical errors that are of a clerical or

typographical nature;

(b) Replace a description of a date or time with the actual date or time;

(c) When a reference to a body, office, person, place or thing has been altered to be a
reference to another, change a reference to the original body, office, person place or
thing to a reference to the other;

(d) When the name, title, location or address of a body, office, person, place or things has
been altered, change references to the name, title, location or address to reflect the
alteration, if the body, office, person, place or thing continues under the new name or
title or at the new location or address; and

(e) Correct errors in the numbering of provisions or other portions of a By-law and make any
changes in cross-references that are required as a result.

92.3 No Inference from Timing

The timing of a change made in accordance with this section has no legal effect or significance.
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92.4 Reading in Change

Regardless of when a change is made to the By-laws in accordance with this article 92, the change may be
read into the By-laws as of the date the changed By-law was enacted, if it is appropriate to do so.