CIHR By-Law

Its Purpose

  • As a Departmental Corporation, the CIHR has a By-Law to enable operations to fall within a legal corporate framework.
  • The By-Law reflects the Canadian Institutes of Health Research Act and is essentially administrative in nature. The By-Law creates certain committees contemplated by the Canadian Institutes of Health Research Act which are required to be created by By-Law.

Its Effect

  • The By-Law must be passed by the Governing Council and then approved by the Governor in Council which will pass an Order, following submission to the Special Committee of Cabinet by the Minister of Health.
  • The By-Law has legal effect only when the Order in Council is enacted.
  • The By-Law provides for routine delegation of administrative matters to officials.
  • The By-Law reflects the language of the Canadian Institutes of Health Research Act and provides a guide to the conduct of activities.

The By-Law can be amended subsequently if practice demonstrates errors or omissions in the wording.

By-Law No. 1

A By-Law relating generally to the management of the affairs and the conduct of business of the Canadian Institutes of Health Research (the “CIHR”).

BE IT ENACTED and it is hereby enacted by the Board of Directors as By-Law No. 1 of the CIHR as follows:

Article 1 - Interpretation

1.01 In any By-Law of the CIHR, unless the context otherwise requires, whenever any matter or thing is expressed in the present tense, the expression shall be applied to circumstances as they arise so that due effect may be given to each provision and part thereof according to its spirit, true intent, and meaning.

“Act” means Canadian Institutes of Health Research Act, S.C. 2000 chapter 6 as amended from time to time;

“By-Law” means this By-Law as may be amended from time to time and any other By-Law adopted by the Governing Council with the approval of Governor in Council;

“Chair” means the person appointed by the Governing Council to chair a committee;

“Chairperson” means the President of the CIHR;

“Committee” means a committee of the Governing Council;

“Governing Council” means the board of directors of CIHR;

“Governor in Council” means the Governor General in Council;

“Member” means a person appointed to the Governing Council;

“Minister” means the Minister responsible for CIHR unless otherwise specified;

“person” includes individual, partnership, association, body corporate, trustee, executor, administrator or legal representative; and

“President” means the President of CIHR.

1.02 The division of this By-Law into Articles and Sections and the insertion of headings are for convenience of reference only and should not affect the construction or interpretation.
1.03 To the extent there is any inconsistency between the provisions of this By-Law and the Act, the provisions of the Act shall prevail.

Article 2 - General

2.01 Fiscal Year. Unless otherwise ordered by the Governing Council, the financial year of the CIHR shall end on the 31st day of March in each year.
2.02 Books and Records. The Governing Council shall see that all necessary books and records of the CIHR required by the By-Laws or by the Act or by any applicable law are regularly and properly kept.
2.03 Execution of Documents. Contracts, documents or any comments in writing requiring the signature of CIHR, other than pursuant to the delegation of financial authorities, shall be signed by the President and any one officer without the necessity of any further authority or formality.
2.04 Passage of By-Law. Any By-Law may be made, amended, or repealed by the Governing Council with the approval of the Governor in Council.
2.05 In Force. A By-Law, or an amendment or a repeal of a By-Law, is effective from the date the Order in Council approving same is enacted.
2.06 Head Office. The head office of the CIHR shall be at the place in Canada designated by the Governor in Council.

Article 3 - Governing Council

3.01 Governing Council. The management of the property, business and affairs of the CIHR shall be discharged by the Governing Council. The Governing Council shall consist of not more than 20 Members in accordance with the following:

1) The President who is also the Chairperson of CIHR, is appointed by the Governor in Council to hold office during pleasure for a term of not more than five years. The President is eligible for reappointment.

2) Office Members. The Deputy Minister of the Department of Health shall be an ex officio and non-voting Member of the Governing Council.

3) Members. The remaining Members, not exceeding 18, shall be appointed by the Governor in Council. Each of the initial Members of the Governing Council shall be appointed to hold office during pleasure for a term in accordance with the following:

a) as to one-third of the Members, or the closest whole number, for a term of one year;

b) as to one-third of the Members, or the closest whole number, for a term of two years; and

c) as to the balance of the Members, for a term of three years.

Thereafter Members shall be appointed by the Governor in Council for a term of three years. Members shall be limited to a maximum tenure of two consecutive terms in office, commencing with the initial appointment.

3.02 No continuation. A Member of the Governing Council shall not continue in office upon the expiry of the term set forth in the appointment.
3.03

Vacancy. A Member ceases to be a Member of the Governing Council:

a) if a Member dies or resigns in writing; or

b) if the Member’s appointment is terminated by the Governor in Council before the expiry of the Member’s term.

3.04

Resignation. A Member should submit his resignation as a Member of the Governing Council:

a) if a Member is found by a court to be of unsound mind;

b) if a Member has the status of an undischarged bankrupt or enters into an arrangement to suspend, compromise, or compound payments with creditors; or

c) if the Member is elected to the House of Commons, appointed to the Senate or becomes an employee of Her Majesty in right of Canada.

3.05 Chairperson. The Chairperson shall be the President, appointed by the Governor in Council and shall preside at meetings of the Governing Council and shall have such other duties as the Act prescribes.
3.06 Vice-Chairperson. The Governing Council shall elect one of its Members to be a Vice-Chairperson. In the event of the absence or incapacity of the Chairperson, or if the office of the Chairperson is vacant, the Vice-Chairperson has and may exercise all the powers and perform all the duties and functions of the Chairperson.
3.07

Governing Council. The Governing Council shall have all the powers granted to it under the Act and may delegate any of its powers, duties and functions to any of its Members, Committees or the President with the exception that the Governing Council may not delegate any powers, duties and functions in relation to:

a) developing CIHR’s strategic directions, goals and policies;

b) approving CIHR’s budget;

c) any matter referred to CIHR by the Minister for its consideration;

d) the making of by-laws for the regulation of CIHR’s proceedings and generally for the conduct of its activities;

e) the establishment, maintenance and termination of Health Research Institutes, Advisory Boards, and appointment of Scientific Directors and Advisory Board members and the development of policies respecting their roles and functions;

f) the review of the mandate and performance of each Health Research Institute at least every five years;

g) establishing fees, if any, for Advisory Board members performing duties and functions in addition to their duties and functions as a member of the Advisory Board; and

h) submitting the CIHR Annual Report to the Minister.

3.08 Agents and Employees. The Governing Council may appoint agents and employees as it shall deem necessary from time to time and these persons shall perform the duties assigned by the Governing Council.

Article 4 - President

4.01 The President is the Chief Executive Officer of the CIHR and shall have the general and active direction and control of the business and the general conduct of the day-to-day management of the affairs of CIHR, and shall ensure that the decisions of the Governing Council are implemented.
4.02 The President may delegate any power, duty or function which has been conferred.
4.03 In the event of the absence or incapacity of the President, or a vacancy in that office, the Governing Council may authorize an officer of the CIHR to act as President for up to 90 days without the approval of Governor in Council.
4.04 The President shall be an ex-officio Member of all Committees unless excluded by resolution of the Governing Council.

Article 5 - Committees

5.01 Executive Committee

1. The Governing Council hereby establishes an executive committee comprised of the Chairperson, Vice-Chairperson and not less than five (5) other voting Members of the Governing Council. The Chairperson is the chairperson of the executive committee and in the absence of, or at the request of, the Chairperson, the meeting may be presided over by the Vice-Chairperson.

2. The Executive Committee may exercise all powers and perform all duties of the Governing Council except the following:

a) developing CIHR’s strategic directions, goals and policies;

b) approving CIHR’s budget;

c) any matter referred to CIHR by the Minister for its consideration;

d) the making of by-laws for the regulation of CIHR’s proceedings and generally for the conduct of its activities;

e) the establishment, maintenance and termination of Health Research Institutes, Advisory Boards, and appointment of Scientific Directors and Advisory Board members and the development of policies respecting their roles and functions;

f) the review of the mandate and performance of each Health Research Institute at least every five years;

g) establishing fees, if any, for Advisory Board members performing duties and functions in addition to their duties and functions as a member of the Advisory Board; and

h) submitting the CIHR Annual Report to the Minister.

3. Meetings of the executive committee shall be held at any time and place at the call of the Chairperson provided that forty-eight (48) hours written notice of the meeting is given, other than by mail, to each Member of the executive committee. Notice by mail shall be sent fourteen (14) days prior to the meeting.

4. A quorum of the executive committee shall be the majority of its Members. A resolution in writing signed by the Members entitled to vote on that resolution is as valid and effective as if passed at a meeting duly called, constituted and held for that purpose.

5. No error or omission in giving notice of a meeting of the executive committee or any adjourned meeting shall invalidate such meeting or make void by decisions taken. Any Member may at any time waive notice of any meeting and may ratify, approve and confirm any or all decisions taken at the meeting.

5.02 The Governing Council hereby establishes a Committee to advise it with respect to the full range of health research and, in particular, to encourage interdisciplinary, integrative health research, including bio-medical research, clinical research and research respecting health systems, health services, the health populations, societal and cultural dimensions of health and environmental influences on health.
5.03 The Governing Council hereby establishes a committee comprised of the President, the Executive Director, the Directors and the Senior Financial Officer (or if the titles of those officers change, then of those officers of CIHR performing these duties) to deal with the internal financial management of CIHR pursuant to the delegation of financial authorities.
5.04 The Governing Council may establish other Committees of the Governing Council, including the terms of reference for such committees and their membership, by resolution of the Governing Council.
5.05 Memberships of Committees established by the Governing Council may include persons other than Members of the Governing Council. Such persons may be paid for their services the fees and traveling and living expenses that are fixed by the Governor in Council.

Article 6 - Officers

6.01 The officers of CIHR shall be the President and such other employees of the CIHR as the Governing Council may designate and their duties shall be established by the Governing Council.

Article 7 - Protection of Members and Officers

7.01 The CIHR may indemnify a Member or officer or a former Member or officer and that person’s heirs and legal representatives against all claims, charges, costs and expenses including an amount paid to settle an action or satisfy a judgement reasonably incurred by that person in respect of any civil, criminal or administrative action, suit or proceeding which is brought, commenced or prosecuted and to which that person is made a party by reason of being or having been a Member or officer of CIHR, if:

a) that person performed duties in good faith with a view to the best interests of CIHR;

b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, that person had reasonable grounds for believing that the conduct was lawful; and

c) that person acted without willful neglect or gross negligence.

Article 8 - Meetings

8.01 Annual Meeting. The annual or any other meeting of CIHR shall be held at the head office or at any place in Canada as the Governing Council may determine and on the day established by the Governing Council.

At every annual meeting, in addition to any other business that may be transacted, the financial statements and the report of the auditors shall be received by Members, and the annual report of the Governing Council shall be approved.

The executive committee, the Chairperson, or Vice-Chairperson shall have the power to call, at any time, a general meeting of the Governing Council.

8.02

Time and Place. Meetings of the Governing Council may be held at any time and place determined by the Members provided that fourteen (14) days written notice of the meeting is provided to each Member. There shall be at least two (2) meetings of the Governing Council a year.

8.03 Quorum. Quorum for meetings of the Governing Council shall be a majority of the Members.
8.04 Error or Omission. No error or omission in giving notice of any meeting of the Governing Council or any adjourned meeting shall invalidate such meeting or make void any decision taken and any Member may at any time waive notice of any such meeting and may ratify, approve and confirm any or all decisions taken.
8.05 Participation. A Member may participate in meetings of the Governing Council or a Committee by means of conference telephone or some other communications facility that permits all Members participating in the meeting to hear and be in direct and instantaneous communication with each other. A Member who participates in such a meeting by means of such device is deemed to be present at the meeting.
8.06 Minutes. The minutes of the Governing Council and the minutes of the executive committee, except those minutes determined by Governing Council to be of a confidential character, shall be available to the public. A copy shall be provided to each Member.
8.07 Transparency. Unless otherwise determined by the Governing Council in respect of particular minutes, proceedings and reports of deliberations, it shall be the intention of the Members that its business be conducted in an open and transparent manner.
8.08

Votes to Govern. Each Member, other than the President, present at any meeting shall have one vote with respect to any issue arising at the meeting. Decisions shall be made by a majority of the Members present. In the event of an equality of votes, the President shall cast the deciding vote. A resolution consented to at any time by the signatures of all Members of the Governing Council or committee is valid and effective as if passed at a meeting duly called, constituted and held for that purpose.

8.09 Governing Council Decisions. An excerpt of the minutes of a meeting of the Governing Council or committee, signed by an officer of the CIHR, shall be the official advice of the deliberation.

Article 9 - Health Research Institutes

9.01 The Governing Council shall:

a) establish, maintain and terminate divisions of the CIHR, to be called Health Research Institutes, and determine the mandate of each;

b) create an Advisory Board for each Health Research Institute and appoint the members of the Advisory Boards;

c) appoint a Scientific Director for each Health Research Institute; and

d) develop policies respecting the role and functioning of Health Research Institutes, their Advisory Boards and Scientific Directors.

9.02 The Governing Council shall appoint to the Advisory Boards women and men who are able to contribute to the achievement of the objective of the CIHR in the overall interest of Canadians; and shall consider appointing women and men who reflect the highest standards of scientific excellence and a range of relevant backgrounds and disciplines, such as researchers in the fields of bio-medical research, clinical research and research respecting health systems, health services, the health of populations, societal and cultural dimensions of health and environmental influences on health.

Article 10 - Rules and Regulations

10.01 The Governing Council may prescribe policies, rules and regulations not inconsistent with this By-Law relating to the management and operation of CIHR as they consider expedient.

Article 11 - Financial Statements and Audit

11.01 Approval by President. The financial statements to be included in the Annual Report shall be signed by the President on behalf of the Governing Council.
11.02 Strategic Direction and Goals. Each plan of strategic direction and goals and budget shall be approved by the Governing Council prior to its submission to the Minister.
11.03 Accounts. The President may open and maintain bank accounts as may be required by the CIHR and transactions may be initiated by the President and any one officer.
11.04 Audit. The accounts and financial transactions of CIHR shall be audited annually by the Auditor General of Canada and a report of the audit shall be made to the Governing Council and to the Minister.
11.05 Parliament. The Governing Council shall, within four (4) months after the end of each fiscal year, submit to the Minister the Annual Report relating to the activities of the CIHR in that year and its strategic directions and goals, and shall include the financial statements and report of the Auditor General of Canada.
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