An organization’s by-law sets out the broad rules for governing the corporation.
CIRA’s By-law No. 1 (the “By-law”) was last amended in September 2022 and is regularly reviewed to ensure that it serves the needs of the organization and aligns with good corporate governance principles.
Earlier this year, CIRA’s Governance Committee conducted a review of the By-law with input from internal and external legal counsel. Based on this review, it was determined that the following changes should be made to the By-law to improve organizational processes and efficiencies:
- Adding “Annual General Meeting” as a defined term so that CIRA can continue to refer to its annual meeting of members as the Annual General Meeting, or AGM.
- Making it a requirement for Directors to be members of CIRA.
- Amending the Election Period to start seven days prior to the AGM, and end at the AGM.
- Removing the “grandfather” clause associated with Director term limits (the Director term limits were added to the By-law in 2016, and as such, this clause is no longer applicable).
The Board approved the amendments to the By-law on June 3, 2025, and members will be asked to confirm these proposed By-Law changes at the Annual General Meeting (AGM) to be held on September 24, 2025. If confirmed, the amendments will take effect on October 2, 2025 such that the 2025 election process will remain unchanged by the proposed amendments.
The changes
The information below describes the previous provision in the By-law, describes the new provision and explains the rationale for each of the proposed changes:
1. Adding “Annual General Meeting” as a defined term
| Section | Previous provision | New provision |
| Section 1.01(c)
(page 1) |
While the Canada-Not-for-profit Corporations Act refers to the annual member meeting as the “annual meeting of members”, CIRA has historically and consistently referred to this meeting as its “annual general meeting” or “AGM”. | In the definitions section, “Annual General Meeting” has been added as a defined term, with a reference that this means an annual meeting of members within the meaning of the Canada Not-for-profit Corporations Act. This will allow CIRA to continue to refer to its annual member meeting as its “annual general meeting” or “AGM”. |
See the specific edits to section 1.01(c) of the amended By-law.
2. Making it a requirement for Directors to be CIRA members
| Section | Previous provision | New provision |
| Section 3.03(a); 3.03(d); 3.07(d)(v)
(pages 5, 6 and 8) |
Section 3.03(d) of CIRA’s By-law previously provided that Directors are not required to be members of CIRA.
As attendance at CIRA’s AGM is limited to CIRA members, where guests are not permitted, this could lead to the situation where CIRA Directors would not be able to attend CIRA’s AGM if they are not members. |
Section 3.03(d) has been deleted, and a statement in section 3.03(a) has been added, providing that each Directors shall be a CIRA member. Section 3.07(d)(v) has also been added, providing that a Director will immediately cease to be a Director if they are no longer a CIRA member.
This change ensures that Directors are able to attend CIRA’s AGM, and also reflects the importance that CIRA places on its members. Directors are not only elected by the members, but should be required to be members themselves. |
See the specific edits to sections 3.03(a), 3.03(d) and 3.07(d)(v) of the amended By-law.
3. Changing the timing of CIRA’s Board of Directors election
| Section | Previous provision | New provision |
| Section 3.04(e)(page 6) |
The Canada Not-for-profit Corporations Act provides that directors are elected by the members at each annual meeting.
Under CIRA’s current election process, the election starts at the AGM, and ends seven days afterwards. This leads to the peculiar situation where the election continues even after the AGM has concluded. |
With the By-law amendments to section 3.04(e), the election would start seven days prior to the AGM, and end at the actual AGM. It is the Board’s view that this change is more consistent with the spirit of the Canada Not-for-profit Corporations Act, and elections in general. Note that it is only the timing of the election that is changing; members would still have seven days to cast their vote for their preferred candidate.
If confirmed by the members, these By-law amendments would come into effect on October 2, 2025, after the completion of CIRA’s 2025 Board of Directors election. For clarity, the timing of this year’s Board of Directors election will remain unchanged. |
See the specific edits to section 3.04(e) of the amended By-law.
4. Eliminating the grandfather clause associated with Director term limits
| Section | Previous provision | New provision |
| Deletion of Section 3.06(c)(page 7) |
Director term limits were added to CIRA’s By-law in 2016 in section 3.06(b), setting out a term limit of nine consecutive years.
At the time, a “grandfather” clause was also added in section 3.06(c), providing that in determining the length of service of a Director for the purposes of term limits, service prior to the coming into force of this section would be excluded. |
As more than nine years have elapsed since the enactment of this clause, it is no longer applicable and as such, has been deleted from CIRA’s By-law. |
See the reference to the deleted section 3.06(c) in the amended By-law.
The process
Section 152 of the Canada Not-for-profit Corporations Act and Section 17.01 of CIRA’s By-law provide that By-law amendments are first voted on by the Board, and if approved, they are then confirmed by the members at the next AGM. The By-law amendments were approved by the Board on June 3, 2025.
The final step is for CIRA members to confirm the proposed By-law with these changes at the Annual General Meeting (AGM) on September 24, 2025. If confirmed, the amendments will take effect on October 2, 2025.
CIRA members will vote on the following motion:
BE IT RESOLVED THAT the CIRA members hereby confirm the amended and restated CIRA By-law No. 1 dated October 2, 2025, as presented on September 24, 2025 and approved by the Board on June 3, 2025.