SSHRC Council By-Law

1. In this by-law, "Act" means the Social Sciences and Humanities Research Council Act.

Council meetings

Regular meetings

2. The Council shall meet at least twice each year, at times and places in Canada as determined by the Council.

Special meetings

3. (1) The President or the Vice-President may call a special meeting of the Council.

(2) The President or the Vice-President shall call a special meeting of the Council where requested in writing to do so by at least one third of the members of the Council.

(3) A special meeting called by the President or the Vice-President pursuant to subsection (2) shall be held not sooner than two and not later than four weeks from the date of receipt of the request referred to in that subsection.

Notice of meetings

4. (1) Subject to subsection (3), the President or the Vice-President shall give in writing at least two weeks notice of each meeting of the Council and at least one week notice of each special meeting of the Council referred to in section 3(2) to each member of the Council at the member's place of residence or at any other place that the member designated.

(2) A notice referred to in subsection (1) shall set out the principal items of business of the meeting.

(3) The President or the Vice-President shall give notice in writing of a proposed by-law at least two weeks prior to the Council meeting at which the by-law is to be discussed and shall send a copy of the proposed by-law to each member of the Council.

(4) The approved minutes of a meeting of any Standing Committee of the Council that was held after the last meeting of the Council and the draft minutes of the last meeting of the Council shall be given to the members of the Council at the same time that any notice referred to in subsection (1) is given.

Quorum

5. (1) A majority of the members of the Council shall constitute a quorum at any meeting of the Council.

(2) Where a quorum is not present at a meeting of the Council, a majority of the members present may adjourn the meeting and where a quorum is assembled thereafter, the meeting may be resumed and any business may be transacted as originally scheduled.

Voting

6. (1) Each member of the Council shall have one vote and a majority of votes shall govern.

(2) Where an equal number of votes is cast, the Council member presiding at the meeting shall have a second and governing vote.

Executive Committee

Powers and functions

7. (1) The Executive Committee, consisting of the President, the Vice-President and at least six other members of Council, is established under subsection 11(1) of the Act.

(2) Pursuant to subsection 11(2) of the Act, the Council assigns to the Executive Committee the authority to:

(a) exercise all the powers and functions of the Council between Council meetings, except as otherwise provided or limited by resolution of the Council.

Meetings

8. The Executive Committee shall, on the request of the President or the Vice-President, meet as often as necessary to ensure the orderly flow of Council business and the implementation of Council decisions.

Quorum

9. A majority of the members of the Executive Committee shall constitute a quorum at any meeting of the Executive Committee.

Voting

10. Decisions of the Executive Committee shall be taken by majority vote and, where an equal number of votes is cast, the issue to be decided shall be referred to the Council.

Presiding member at meetings of Council and of Executive Committee

11. (1) The Vice-President shall preside at all meetings of the Council and of the Executive Committee.

(2) Where the Vice-President is absent from a meeting of the Council or of the Executive Committee, a member elected from those members of the Council or Executive Committee present shall preside at the meeting.

Participation in meetings

12. A member may participate in a meeting of the Council, the Executive Committee or any other committee of Council by any means which permit all members participating in the meeting to communicate directly and instantaneously. Any member participating by such means is deemed to be present at the meeting.

Audit Committee

13. Council shall ensure that an Audit Committee is established and responsible for advising the Council with respect to the auditing and financial control functions.

Committees

14. (1) Pursuant to subsection 13(1) of the Act, Council may by resolution establish standing, special or other committees.

(2) For each committee established pursuant to section 14 (1), the Council shall by resolution:

(a) determine the committee’s terms of reference;

(b) determine the number of members of Council to sit on the committee; and,

(c) appoint such members.

(3) The President and the Vice-President shall be ex officio members of all committees of the Council, unless excluded by resolution of the Council.

(4) In the case of an advisory committee established pursuant to section 14(1), the Council, in addition to members of the Council, may by resolution appoint members that are persons other than members of the Council.

Conflict of interest

15. (1) All members shall comply with all applicable conflict of interest provisions set out in relevant federal legislation, as well as any guidelines established through a resolution of Council, and shall provide the Corporate Secretary to Council with copies of any documents certifying compliance.

(2) Members of Council shall disclose any potential, real or perceived conflict of interest as soon as the issue arises, and withdraw from any discussion and/or decision on the issue, unless the Council decides that no conflict of interest exists.

Execution and certification of instruments

Contracts

16. (1) Contracts or other instruments in writing that require execution or certification on behalf of the Council may be executed or certified by the President or any person so authorized by resolution of the Council.

Corporate seal

(2) The seal of the Council shall be in the form impressed in the margin hereof in this by-law.

Safekeeping of certificates

17. Any certificate for a bond, share, mortgage or other security or investment held by the Council shall be kept in a depository approved by resolution of the Council and may only be withdrawn from the depository by the President or any person so authorized by resolution of the Council.

Approved April 1978
Amended February 1980
Amended March 1985
Complete Revision Approved August 1990
Amended June 1999
Amended July 2001
Amended February 2007

Latest amendment March 2008 (PC 2009-379)

Corporate Secretariat