(n)       “Code of Ethics” refers to the PMAC Professional Code of Ethics as adopted by the Institute upon entering into an affiliation agreement with PMAC in February 1995.

(o)       “Maintenance of professional certification” refers to the Institute’s Maintenance of Certification Program, also called “Maintenance of Standards”, the requirements of which are determined and may be amended from time to time by the OIPMAC Board;

(p)       “Annual Meeting” means the annual general meeting of the Members and Associates of the Institute;

(q)       “Written notice/notification” shall imply notice/notification provided by mail, facsimile, and other accepted means including electronic e.g., e-mail;

(r)        “presiding officer” means the person designated to preside at a meeting of the Institute or the board; (s)            “register” means the register of Members and Associates of the Institute as prescribed by the Bill;
(t)        “director” refers to the individual elected to the board of directors of the Institute in a voting position;

(u)       “advisor” refers to the individual appointed by the board of directors of the Institute to serve in a non- voting advisory position;

(v)       “officer” refers to the position of Chairperson, or Vice-chairperson, or President and Chief Executive
Officer, or Secretary-Registrar.

(w)      “ex-officio” means an appointment “as of right” and any such appointment shall not include voting privileges;

(x)       “President” means the President and Chief Executive Officer of the Institute.

II. Bill Pr65 (Chapter Pr 21, Statutes of Ontario, 1987) – AN ACT RESPECTING THE ONTARIO INSTITUTE OF THE PURCHASING MANAGEMENT ASSOCIATION OF CANADA INC.

Bill Pr35 (Chapter Pr 6, Statutes of Ontario, 2010) – AN ACT RESPECTING THE ONTARIO INSTITUTE OF THE PURCHASING MANAGEMENT ASSOCIATION OF CANADA INC.

This by-law is enacted in accordance with Bill Pr65 and Bill Pr35, and is to be interpreted in conformity with these Bills. Any provision of this by-law that is inconsistent with the Bills shall be void; provided that the validity of all other provisions shall remain unaffected.

III. HEAD OFFICE

The head office of the Corporation shall be in the Province of Ontario, and at such place therein as the directors may from time to time determine.

IV. CORPORATE SEAL

The Corporation shall have a seal bearing the name "Ontario Institute of the Purchasing Management Association of Canada Inc.".

V. PARTICIPATION IN THE CORPORATION

V.1. ELIGIBILITY
Participation in the corporation shall be open to persons of good character, who support, or are engaged in or interested in the procurement and supply chain management field of practice.

V.2. CATEGORIES OF PARTICIPATION
There shall be two categories of participation in the Institute, namely: Member, and Associate.

A.   MEMBER
Participation in the Institute as a Member shall be so categorized provided:

i.      The individual is no less than eighteen years of age and has received professional certification by the Institute after having successfully met all of the academic, experiential and other applicable requirements or criteria established by the Institute.

ii.   The individual has paid the prescribed annual dues and other applicable fees.

iii.  The individual agrees and accepts that participation in the Institute shall be deemed to be an undertaking to abide by the Code of Ethics and the by-laws of the Institute.

A.1.   PRIVILEGES, RIGHTS AND RESPONSIBILITIES OF A MEMBER A Member in good standing shall
i.      be entitled to use the professional designation “Certified Supply Chain Management
Professional” and the initials “CSCMP” after his/her name.

ii.   be entitled to use the professional designation “Certified Professional Purchaser” and the initials “C.P.P.” after his/her name.

iii.  be entitled to receive a certificate of professional designation in such form as the Institute may determine.

iv.   be entitled to receive a certificate of participation in the Institute, in such form as the
Institute may determine.

v.     comply with the Institute’s by-laws, Codes of Ethics and conduct and any other rules and regulations governing the individual’s participation in the Institute, including any maintenance of professional certification requirements in effect..

vi.   be entitled to attend any meeting of Members and Associates of the Institute, to request to include additional agenda items, to participate in discussion, and to cast a vote thereat, by any permissible means as specified in Article XI.8.B.

vii. be considered for appointment to committees, or be nominated for a position on the board.

B.   ASSOCIATE
Participation in the Institute as an Associate shall be so categorized provided:

i.      The individual supports or has an interest in the procurement and supply chain management field of practice, related areas of study and research;

ii.   The individual has paid the prescribed annual dues and other applicable fees. B.1.   PRIVILEGES, RIGHTS AND RESPONSIBILITIES OF AN ASSOCIATE
An Associate shall

i.      be entitled to receive a certificate of participation in the Institute, in such form as the
Institute may determine.

ii.   undertake to comply with the Institute’s by-laws, Codes of Ethics and conduct and any other rules and regulations governing the individual’s participation in the Institute.

iii.  be entitled to attend and participate in discussion at any meeting of Members and
Associates of the Institute, while however not being entitled to vote thereat.

IX. CENSURE, SUSPENSION, TERMINATION AND EXPULSION

A Member or Associate may be suspended or expelled from the Institute for failure to pay the prescribed annual dues, fees or other assessments. Where found guilty of an infraction by the Discipline Committee as specified in the Professional Discipline Procedures established by the Institute, a Member or Associate may be censured, suspended or expelled from the Institute by a two-thirds vote of the Directors at a duly constituted meeting of the Board of Directors, whereupon, the Member or Associate shall be notified of the same in writing. Suspension, termination or expulsion shall result in the immediate cessation of  all rights and privileges of participation in the Institute.

X. REINSTATEMENT

An individual whose participation in the Institute has ceased for any reason whatsoever, may apply in writing to the President, to be reinstated, provided the applicant is eligible for participation in the Institute as specified in Article V.I.(a) herein, and (i) is not the subject of any disciplinary proceedings which have been commenced by the Institute but have not been finally determined at the time the individual applies for reinstatement of his/her membership, and (ii) was not expelled from the Institute as a result of a finding of guilt in a disciplinary proceeding before the Institute’s Discipline Committee.

Granting of reinstatement shall be conditional upon settlement of all outstanding accounts in respect of any unpaid dues, fees or other amounts then owing to the Institute, including any applicable reinstatement fee, and further subject to compliance with the Institute’s By-law, Codes of Ethics and conduct and any other rules and regulations governing the individual’s participation in the Institute, including any maintenance of professional certification requirements in effect.

XI. MEETINGS OF THE CORPORATION/INSTITUTE

XI.1. NOTICE
No public notice or advertisement of annual or special meeting is required. However, notice of the time, place and purpose of every such meeting shall be given in accordance with the provisions set out in sections XI.2. and XI.3.

XI.2. ANNUAL MEETING
The annual meeting of the Institute shall be held at such place and on such date as may be fixed by the Board of Directors and written notice thereof shall be sent to each Member and Associate at least thirty (30) days prior thereto. Each Annual General Meeting shall elect the Board of Directors, approve the financial statements of the Corporation, appoint auditors and consider such other business as may be set out in the notice of meeting, or that may properly come before the meeting.

XI.3. SPECIAL MEETINGS
i. Special meetings of the Institute may be called by majority vote of the Board of Directors then in office, provided however, that all Members and Associates in good standing shall be given at least fifteen (15) days notice of such proposed meeting.

ii. A written request signed by at least one-tenth of the Institute’s Members in good standing calling for a special meeting may be sent to the President provided such request states the purpose for which the meeting is required. Within ten (10) days of receiving such a request, the board shall meet to consider the request and subsequently, shall call and hold a special general meeting no
later than thirty days following the date of such meeting of the board. All Members and Associates shall receive at least ten (10) days notice of such a meeting.

XI.4. ERRORS OR OMMISSIONS
No error or omission in giving notice of any annual, special or general meeting or any adjourned meeting of the Institute shall invalidate such meeting or make void any proceedings taken thereat.

XII.2.     TERM
Directors shall hold office for a minimum of one (1) year and a maximum of five (5) consecutive years. No individual may exceed five (5) consecutive years in office without a period of absence of at least one (1) year from the board.

XII.3.     VOTING
At all Directors’ meetings, a majority of the Directors shall constitute a quorum. At all meetings of the Board, all matters shall be decided by the affirmative vote of a majority of the directors present and voting unless otherwise prescribed by the by-laws, or the Bill or the Act.

All votes at any board meeting shall be by a show of hands or any usual way of recording assent or dissent. Votes shall be taken by ballot only if specifically demanded by any director present. A declaration by the Chairperson/presiding officer that a resolution has been carried and an entry to that effect in the minutes shall be admissible in evidence as prima facie proof of the fact without proof of the number or the proportion of the votes recorded in favour or against such resolution.

XII.4.     MEETINGS OF THE BOARD OF DIRECTORS A.   LOCATION
Except as otherwise required by law, the board of directors may hold its meetings at such place or places as it may from time to time determine.

B.   CALL AND NOTICE OF MEETING
A board of directors’ meeting may be convened by the President or Chairperson or any three (3) directors upon at least ten (10) days’ written notice of the meeting to the other members of the board; provided that any board meeting shall be held at any time or place without such notice if all the
directors are present thereat and, at such meeting, any business may be transacted which the board
may transact at its meetings. The Board may appoint a day or days in any months for regular meetings at an hour to be named. A board of directors’ meeting may also be held without notice immediately following the annual meeting.

The statutory declaration of the President that notice has been given pursuant to this by-law shall be sufficient and conclusive evidence of the giving of such notice.

There shall be a minimum of one (1) board of directors’ meeting during each fiscal year of the
Institute.

C.   ERRORS OR OMMISSIONS
No error or omission in giving notice for a meeting of the board shall invalidate or make void any proceedings taken or had at such meeting. Any director may at any time waive notice of any such meeting and may ratify and approve any or all proceedings taken or had thereat.

D.   MEETINGS AND DECISIONS BY TELEPHONE AND OTHER MEANS OF COMMUNICATION Meetings of the Board or committees of the Board may be held by telephone or other
communication means as permits all persons participating in the meeting to communicate with each other simultaneously and instantaneously.

A resolution in writing signed by all of the directors entitled to vote on that resolution at a meeting of directors, or committees of directors, is as valid as if it had been passed at a meeting of directors or committee of directors.

E.   MINUTES OF MEETINGS
Minutes of each meeting of the Board of Directors shall be circulated to each board member expeditiously and a copy thereof shall be maintained at the offices of the Institute and shall be available for review by Members and Associates upon receiving a request from an interested Member or Associate and by special appointment.

XIII. NOMINATIONS AND ELECTIONS

(i) A nominations committee shall be appointed by the Board no less than one hundred and twenty (120) days prior to each annual meeting. The committee shall consist of three (3) persons at least two (2) of whom shall be Members. The chair of the nominations committee may be the immediate past chair of the board.

(ii) The nominations committee shall call for nominations from eligible individuals to be received by the committee at least forty-five (45) days prior to the annual meeting. The committee shall review all nominations received within the stipulated time and shall recommend individuals to fill the director positions.

(iii) At least thirty (30) days prior to each Annual General Meeting, the nominations committee shall notify all
Members and Associates of the slate of qualified candidates.

(iv) Any additional nominations may be submitted in writing supported by the signed endorsement of at least fifteen (15) Members. An individual so nominated must meet the eligibility requirements as stated herein, and shall consent to his/her nomination.  Such nominations and consents shall be received by the President of the Institute no later than fifteen (15) days prior to the annual meeting. Nominations from the floor shall not be accepted.

(v) The election of individuals to director positions shall be held at the Annual Meeting or at such other general meeting of the Institute as the circumstances may require, by means of a simple majority vote for each position.

XIV. VACANCIES

A Director position shall be declared vacant:

(i) upon the resignation of that director; which resignation shall become effective at the time the written resignation is received by the President of the Association or at the time specified in the resignation, whichever is later;

(ii) upon bankruptcy of the incumbent;
(iii) upon death of the incumbent;
(iv) upon mental incompetency of the incumbent certified by a qualified physician;

(v) Upon the incumbent’s removal decided by a vote of three-quarters (3/4) of the directors present at a duly constituted board meeting.

(vi)Notwithstanding any other provision contained in the by-laws to the contrary, the President and any other employee of the Institute may be removed from the Board by resolution of the board of directors at any time, with or without cause.

Where there is a vacancy or vacancies in the board of directors, the remaining directors may exercise all the powers of the board so long as a quorum of the Board remains in office.

If a director position should become vacant, the Directors may by resolution appoint a qualified and suitable person to serve out the remaining term of the vacant position. The individual so appointed shall be eligible for reappointment upon completion of the partial term and if elected, may serve four additional consecutive terms up to the maximum five (5) consecutive terms permissible under article XII.2. of this By-law. However, no such individual may be elected for any additional consecutive term without a period of absence of at least one (1) year from the Board.

XV. CONFLICT OF INTEREST

It shall be the duty of every director, who is in any way, whether directly or indirectly interested in a contract, arrangement, proposed contract or proposed arrangement with the Corporation, to declare such interest. The conflict of interest policy shall apply to board advisors and all board sub structures.

XVI. REMUNERATION

The directors shall serve without remuneration and shall not directly or indirectly receive any profit from their positions as such; provided that a director may be reimbursed for reasonable expenses incurred by him/her in the performance of his/her duty; and provided that a director shall be entitled to receive reasonable compensation for any professional service rendered to the Institute.

XVII. INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS

Every director or officer of the Corporation or any other person who has undertaken or is about to undertake any liability on behalf of the Corporation and his/her heirs, executors and administrators and estates and effects respectively, shall from time to time and at all times, be indemnified and saved harmless out of the funds of the Corporation, from and against:

(i)   all costs, charges and expenses whatsoever which the director, officer or other person sustains or incurs in or about any action, suit or proceeding that is brought, commenced or prosecuted against him or her, for, or in respect of any act, deed, manner or thing whatsoever made, done or permitted by him or her, in or about the execution of the duties of his/her office or in respect of such liability; and

(ii)  all other costs, charges, and expenses that he/she sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by his/her own wilful neglect or default.

The Corporation shall also indemnify any director or officer or other person in such circumstances as the law permits or requires. Nothing in this by-law shall limit the right of any person entitled to indemnity to claim indemnity apart from the provisions of this by-law to the extent permitted by law.

XVIII. PROTECTION OF DIRECTORS AND OFFICERS

Except as otherwise provided in the Corporations Act as amended or otherwise at law, no director or officer for the time being of the Corporation shall be liable for the acts, receipts, neglects or defaults of any other director or officer or employee or for joining in any receipt or act for conformity or for any loss, damage or expense suffered or incurred by the Corporation through the insufficiency or deficiency of title to any property acquired by the Corporation or for or on behalf of the Corporation or for the insufficiency or deficiency of any security in or upon which any of the moneys of or belonging to the Corporation shall be placed out of or invested, or any loss or damage arising from the bankruptcy, insolvency, tortuous act of any person, firm or corporation, including any person, firm or corporation with whom or which any moneys, securities or effects shall be lodged or deposited or any loss, conversion, misapplication or misappropriation of any damage resulting from any dealings with any moneys, securities, or other assets belonging to the Corporation or for any other loss, damage or misfortune whatever may happen in the execution of the duties of his or her respective office or trust, or in relation thereto unless same shall happen by or through his or her own wrongful and wilful act or through his or her own wrongful and wilful neglect or default.

The directors for the time being of the Corporation shall not be under any duty or responsibility in respect of any contract, act or transaction whether made or not made, done or entered into in the name or on behalf of the Corporation, except as such shall have been submitted to and authorized and approved by the board of directors.

If any director or officer of the Corporation shall be employed or shall perform services for the Corporation otherwise than as a director or officer or shall be a member of a firm or shareholder, director or officer of a company which is employed by or performs services for the Corporation, the fact of his or her being a director or officer of the Corporation shall not disentitle such director or officer of such firm or company, as the case may be, from receiving proper remuneration for such services.

B.   VICE-CHAIRPERSON OF THE BOARD
The Vice-chairperson shall, in the Chairperson’s absence or inability or refusal to act , perform the duties and exercise the powers of the Chairperson and shall perform such other duties as defined by the Board from time to time.

C.   PRESIDENT AND CHIEF EXECUTIVE OFFICER
The President and Chief Executive Officer of the Institute shall be a member and a director of the Institute, ex-officio. The President and Chief Executive Officer shall hold office during the term and subject to the provisions of his or her contract of employment with the Association as
President and Chief Executive Officer.

RESPONSIBILITIES
The President and Chief Executive Officer shall be the chief executive officer of the Institute and shall have the responsibility for the general management of the Institute with full authority to direct the business and affairs of the Association except such matters and duties as by law must be transacted or performed by the board of directors or by Members at a general meeting. The
President and Chief Executive Officer shall be responsible for ensuring the due and proper custody of the corporate funds and securities and shall be responsible for ensuring the keeping of full and accurate accounts of receipts and disbursements in books belonging to the Corporation and the depositing of all monies and other valuable effects in the name and to the credit of the Corporation and in such depositories as may be designated by the Board of Directors from time to time. The President and Chief Executive Officer shall be the primary spokesperson of the Institute.

D.   SECRETARY-REGISTRAR
The President shall perform all the duties of the Secretary-Registrar of the Institute.

The President shall give, or cause to be given, all notices required to be given to the membership and directors; he/she shall attend all meetings of the directors and meetings of the Association and shall enter or cause to be entered in books kept for that purpose, minutes of all proceedings at such meetings; he/she shall be the custodian of the stamp or mechanical device generally used for affixing the corporate seal of the Association and of all books, papers, records, documents and other instruments belonging to the Association.

The President shall perform or cause to be performed the functions assigned to the Registrar by the
Bill.

XXI. COMMITTEES

The board of directors may provide for the creation of standing committees, and/or task forces or ad hoc committees. Committee members maybe appointed by the board and need not be directors. However, a standing committee shall be chaired by a Director.

XXI.1.   NOMINATIONS COMMITTEE
The Nominations committee shall be appointed by the Board no less than one hundred and twenty (120) days prior to each annual meeting, and shall consist of three (3) persons at least two (2) of whom shall be Members.

Provided that the immediate past chair is able and willing to serve, he/she may but is not required to chair the nominations committee, which shall call and receive nominations from eligible individuals in compliance with procedures established in Article XIII. The committee shall review all eligible nominations and shall recommend a slate of nominees to be circulated with the notice of annual meeting.

XXI.2.   FINANCE AND AUDIT COMMITTEE
The Board shall annually appoint, based on the recommendation of the Nominations Committee, the chairperson and members of a Finance and Audit Committee which committee shall have responsibility for reviewing the financial status and performance of the Association and establishing and reviewing a long term financial plan and strategy that ensures the financial viability and growth of the Association. The committee shall perform such other duties as may be prescribed by the board of directors from time to time.

XXII. MANAGEMENT

XXII.1. FINANCIAL YEAR
Unless otherwise authorized by the Board of Directors, the financial year of the Corporation shall commence on the 1st of May of each year and conclude on the 30th of April in the succeeding year.

XXII.2. EXECUTION OF DOCUMENTS
Deeds, transfers, assignments and obligations on behalf of the Institute shall be signed by the President and Chief Executive Officer together with one other signing officer and the corporate seal shall be affixed to such instruments as require the same.

Notwithstanding any provision to the contrary contained in the by-laws of the Institute, 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 deed, transfers, contracts and obligations of the Institute may or shall be signed.

XXII.3. EXPENSES
The Institute will reimburse directors, officers and employees and other authorized persons the reasonable expenses incurred in the performance of Institute-related duties and tasks, participation in meetings and events or for other Institute-related reasons. Such expense reimbursement shall always be in accordance with the expense policy of the Institute then in effect.

XXII.4. ANNUAL FINANCIAL STATEMENTS
After the thirtieth (30) day of April in any year an annual financial statement of the affairs of the Institute shall be prepared for the financial year ending on that date, and such statement shall be prepared, audited and certified by the auditor of the Institute who shall be a chartered accountant appointed at the most recent
Annual Meeting of the Institute. The audited annual financial statements shall be presented at the Annual
Meeting and shall be made available for review by Members and Associates, at the offices of the Institute, by prior appointment.

XXII.5. AUDITORS
Members shall, at each Annual General Meeting, appoint an Auditor to audit the accounts of the Corporation and to hold office until the next Annual General Meeting provided that the Board of Directors may fill any casual vacancy in the office of the Auditor.  The remuneration of the Auditor shall be fixed by the Board of Directors.

XXIII. AFFILIATIONS

The Institute may from time to time by a resolution authorized by a majority vote of the board of directors then in office choose to affiliate with any other organization, corporate or unincorporated, having objects similar to those of the Association or may amend or terminate any such affiliation in accordance with the provisions of the affiliation agreement.

In the event that the Institute has formal representation on other organizations or bodies, the representatives or delegates of the Institute shall be appointed by the Board for such time and under such conditions as shall be determined by the Board in conformity with the by-laws.