1.  Name

The name of the not-for-profit Registered Society shall be the "Canadian Risk and Hazards Network" hereinafter referred to as "CRHNet".

The interpretation of these Bylaws is at the sole discretion of the CRHNet Board. 

2.  Definitions

  “AGM” means General Meeting.

 “Audit” an official examination of the Society’s financial records, not necessarily by Accountants.

“Board” or “Board member” means the Executive Officers and Directors of CRHNet.

 “Director” means a member of the Board whether elected or appointed to the position.

“Director at Large” means an elected or appointed member of the Board whose primary role is to assist the Board or its Directors as required.

“Executive Director” means the individual who in a paid or voluntary capacity is charged by the Board to handle the day-to-day administration of the Association (CRHNet).

 “Executive Officer” includes the CRHNet President (or Co-president), Vice President, and Treasurer.

“Hazard” means “persons, things, events, or ideas which pose some degree of danger to what one considers as an asset worth protecting.”

“May” means “could choose to do so”, and is in accordance with the legal definition of the word.

“Meeting” may be any special, general, or monthly gathering - scheduled or formal, face-to-face or virtual, of the CRHNet Board.

“Quorum” means the specified minimum number of participants at the Association’s meetings. For specific number please refer to Section 23, below.

“Risk” means the expected degree and nature of “loss”, based on a relationship between the probability of an event (how likely) and its consequences (how bad).

“Shall” means “must”, or “obliged to”, and is in accordance with the legal definition with the word.

“Special General Meeting” (SGM) means a meeting of the Association that is duly-called to address a single and specific agenda item.

3.  Objectives

CRHNet exists to promote, develop and facilitate disaster resilience across Canada through a network of public officials, practitioners, corporate representatives, and academics in the fields of emergency, disaster, or business continuity. CRHNet other objectives include the following:

a) Create, promote, enhance and maintain a Canadian inter-disciplinary and cross-jurisdictional network of public officials, private-sector representatives, practitioners, researchers, and academics engaged in related topics;

b) Establish, promote and maintain forum for dialogue focusing on disaster risk reduction in Canada;

c) Provide a forum for the development, application, and dissemination of knowledge relating to disaster risk reduction in Canada;

d) Identify, formulate or advocate disaster risk reduction policies, strategies, tools or awareness across Canada; and

Establish or facilitate a multi-jurisdictional and inclusive "Centre of Excellence" for the enhancement of disaster resiliency in Canada.

4. Logo

CRHNet has complete and exclusive legal rights to its logo.  This logo is protected under copyright law and its unauthorized use is strictly prohibited.  It cannot be used without the expressed written consent of the CRHNet Board.

5. Membership

5.1 Membership in CRHNet shall be open to and be comprised of any individual, organization, corporation, agency, or academic institution that supports the objectives of the Association.

5.2 CRHNet has three types of membership: Individual, Organizational, and Honorary. Individual and organizational members pay an annual membership fee as set by the Board, and amended by the Board as necessary to meet operational costs. Individual membership is restricted to a single person, and is non-transferable. The Board has the discretion to offer individual membership to students at a reduced cost.

5.3 Organizational membership may be offered to any organization, agency, department, or association that meets the criteria set by the Board.

5.4 Honorary membership may be offered to individuals that, in the opinion of the Board, have made significant or long-term contribution to CRHNet or its objectives. Honorary memberships are non-voting.

5.5 Membership in CRHNet involves the following considerations:

a) Individuals or organizations wishing membership in CRHNet must apply to the Board, which will review all applications. Applicants are to receive the decision of the Board within a week of its next meeting.

b) Honorary membership may be granted to a person who provided exemplary or outstanding service to CRHNet. Nomination must be made by a CRHNet Board member at least 21 days prior to any General Meeting, and affirmed by a 2/3 majority of votes cast at the GM.

c) Any member of the CRHNet wishing to withdraw from membership may do so at anytime upon providing written or verbal notice to the Executive Director.

d) The Board shall have the right to suspend membership or remove from the Board, any member who fails to comply with the CRHNet By-laws, operating rules, or regulations. The decision of the Board is subject to a simple majority vote. Any Board member that has been suspended or expelled from membership on the Board shall have the right to a hearing, which will be chaired by the President (or a Co-president) and include between 2 and 4 other Board members.

6. Affiliations and Associations

The Board may enter CRHNet into an affiliation or association with any other Association, network or professional body (in Canada or internationally), provided all issues, practices and policies of that entity are not in conflict with the objectives, goals, mandate, policies, or procedures of CRHNet.

7.  CRHNet Board of Directors

CRHNet shall be governed by a Board of Directors consisting of Executive Officers and Directors. Board members shall be 18 years of age or older. The Executive Officers shall be those persons who were duly elected or appointed to the positions of President (or Co-presidents), Vice President, Secretary, and the Treasurer. The Board shall be no larger than 20 and no smaller than eight members (excluding Past President or Honorary Members, where applicable).

The Board shall have full control and management of the operation and business of the CRHNet subject to and governed by its By-laws, Policy and Procedure Manual, and direction given to it by a majority vote at any meeting properly called and constituted. The Board is supported by an Executive Director.

The above-mentioned positions include the following duties:

a) President (or Co-president)

The CRHNet Board may opt, based on availability or desire of individuals, to appoint two individuals to serve as Co-presidents. In such circumstance either individual, or both, must ensure the following duties are performed. The President is responsible for the general management, overall well being and development of the CRHNet. The President duties shall include:

i. Preside at all General and Board meetings;

ii. Serve on the Finance Committee;

iii. Act as (or appoint) an official spokesperson for CRHNet;

iv. Act as (or appoint) the representative of the CRHNet in external organizations; and

v. Act as a signing authority for the CRHNet.

b) Past President

The Past President is the immediate outgoing President of the CRHNet, and shall serve for a maximum of two years as consultant to the Board.

c) Vice President

The Vice President shall work closely with the President to ensure that the CRHNet Bylaws and related policies/procedure are followed, assist the President in performing his/her duties, and act in the absence of the President. The Vice President’s other duties include:

i. Handle (i.e., investigate, monitor, respond to, or document) CRHNet program-related complaints, concerns, or issues that are brought to the attention of CRHNet Board;

ii. Chair or appoint a chair for all CRHNet Disciplinary Hearings;

iii. Maintain, revise, or update assigned CRHNet manuals and key documents (e.g., Bylaws, Policy and Procedure, information booklets, etc.); and

iv. Act as a signing authority for the CRHNet.

d) Secretary

The Secretary shall work closely with the President to ensure the proper management and maintenance of CRHNet key documents. The Secretary’s main duties include:

i. Plan for Board and General meetings;

ii. Record and administer the documents related to Board and General meetings;

iii. Be custodian of the Corporate Seal;

iv. Store and manage CRHNet key files; and

v. Guide the Board on administrative practices.

e) Treasurer

The Treasurer is responsible for the finances and financial well-being of the CRHNet.  The Treasurer’s other duties shall include:

i. Keep or oversee financial records, as appropriate.

ii. Give regular reports to the Board and the Membership on the financial state of the CRHNet.

iii. Chair the CRHNet Finance Committee.

iv. Act as a signing authority for the CRHNet.

v. Be responsible for the preparation of the annual budget and financial statements of the CRHNet.

f) Directors

The CRHNet Board may have Directors with specific portfolios. The Director list may be altered as necessary and includes, but not limited to, the following portfolios:

i. Secretary – to plan for, administer, document and communicate about CRHNet meetings.

ii. Membership Director – to promote, facilitate, coordinate, and keep record of CRHNet Members. 

iii. Website Director – To monitor, assist or guide the development, maintenance, or enhancement of the CRHNet website and its related programs.

iv. Director at Large – To assist or lead Board directed operations, initiatives, or programs. 

g) Executive Director (Staff position)

The CRHNet Executive Director (ED) shall report to the Board through its President, and may be a paid position. The ED shall be responsible for the general administration of the CRHNet “office”, supervision of contracted staff (as appropriate), and support to the Board. Additional duties include:

i. Receive, review, handle, manage or distribute all related CRHNet correspondence, documentation or records, as appropriate.  

ii. Have custody and use of the CRHNet corporate seal.  

iii. Keep or cause to be kept records of all CRHNet members and their address, provide notices, and collect or receive CRHNet monies for deposit as appropriate. 

iv. Prepare and present the CRHNet “office” and administration budget, for approval.

h) Honorary Member

The CRHNet Board may appoint “Honorary Members”, to advise the Board as required or requested. Honorary Members have no voting rights and may participate in any Board or other meeting (e.g., SM or AGM). They are appointed for one year term, which may be renewable without limit.

8.  Tenure of Board Members

a) Beginning at the CRHNet November 2009 AGM, election or appointment to the CRHNet Board is generally set for a two-year term. 

b) Board members are elected to their post on an alternate schedule. The President and Secretary are elected on even-number years, while Vice-president and Treasurer are elected on odd-number years. In the case of Co-presidency, the Board would initially elect one Co-president for a one year term, and the other for a two-year term.

c) All Directors shall be elected at an AGM for a two-year term. Should the position remain unfilled or be vacated during a term, the Board may appoint another person to the position, for the remainder of the term. 

d) Any Board member may be suspended or removed from the Board in accordance with Section 5.5(d). 

9.  Committees of the Board 

CRHNet shall have a number of standing sub-committees, and may establish additional (Ad-hoc) committees as necessary, with the President serving as honorary member of all committees. The CRHNet main standing sub-committees include:

a) The Executive Committee. It is the primary committee overlooking CRHNet strategic operations.

1. It shall include the President (Chair), Vice President, Secretary, Treasurer, and (where applicable) the Executive Director. Quorum is three members.
2. It may include anyone else required to shed light on its deliberations.
3. It shall meet, in person or by telecommunications at the request of any executive committee member and with agreement of the President, to address issues of great urgency, when feedback from the whole Board is difficult or impractical to secure.
4. It shall report via Email to the whole Board within 48 hours, of its deliberation and actions taken.

b) The Finance Committee. This committee is responsible to the Board through the Executive Committee and is focused on financial matters of CRHNet.

1. It shall include the President, Treasurer (Chair), any two Directors, and Executive Director. Quorum is the President or Treasurer and two of the remaining positions.
2. It may include anyone else required to its deliberations.
3. It shall meet in person or by telecommunications at the request of any executive committee member and with agreement of a member of the Executive, to address issues of great urgency, when feedback from the whole Board is difficult or impractical to secure.
4. It is empowered to make financial decisions and take urgent action on any matter as authorized by the Board, on behalf of the Board, but must report same to the Board within two weeks.

10.  Voting of the Board and its Committees

Anyone currently elected or appointed to a position on the CRHNet Board shall be eligible to vote at all CRHNet Board meetings, AGM, or Special Meetings. The following restrictions apply to voting at Board or Committee meetings:

a) Only those appointed or assigned to a committee may vote at its meetings.

b) All Committee Chairs (who are not otherwise allowed to vote), the immediate Past President, and anyone granted a life-time membership in CRHNET shall have a voice but no vote.

c) Persons holding more than one position on the Board shall be entitled to only one vote.

d) In the event that two people on the Board share one position, other than Co-presidents, only one of those persons is entitled to a vote. 

11.  Notice of Meetings

Special meetings may be established at the request of 10% of the membership. The Board will set the means and day of the meeting – to be held within a month - to maximize attendance, minimize costs and address the agenda. Quorum at this meeting requires 15% of the membership.

CRHNet shall strive to provide as much notice as possible for its meeting’s intended participants: Board members, Committee members, or its general membership (i.e., SM or AGM). Notices shall be given as follows:

a) To a Committee – via Email or phone, with (where possible) seven days prior to the meeting

b) To the Board – via Email, phone, or in person (i.e., at the previous meeting) at least 21 days prior to the intended meeting.

c) To the membership (AGM or SM only) – via advertisement in the CRHNet website, Email, or other print medium at least 21 days prior to the meeting date.

12.  Voting at AGM or SM

a) Only current members of CRHNet may vote at its SM or AGM.  

b) Voting by proxy is strictly prohibited.

c) Votes are cast by the meeting attendees for all meetings. The Board may at its discretion set up mail balloting for specific purposes.

13.  Elections at AGM 

Elections for Board positions shall be held at an AGM and shall be guided by the following:

a) Any Member in good standing of CRHNet may offer his/her name for election to a position, which is currently vacant or where the term-in-office of its incumbent is at an end.

b) Candidates seeking to be elected (or re-elected) to the Board may write a letter or an Email to the CRHNet Board, through its President or Executive Director, stating their intention and the position(s) they wish to be considered for. Their letter should be received prior to the AGM. 

c) Nominations at an AGM for Board positions may be accepted from the floor. The individual nominated shall be available to confirm his/her acceptance of that nomination.

d) In any contested election, voting shall be conducted by secret ballot.

e) If no person receives a simple majority of the valid votes cast, a second ballot shall be held from which the name of the person receiving the lowest number of votes in the previous ballot shall be omitted. This process shall be repeated as necessary, with the candidate receiving the lowest number of votes in any ballot being omitted from the next ballot, but when two or more candidates have the lowest number of votes, there shall be another ballot, to determine which of those candidates with the lowest number of votes shall be removed from the ballot.

14.  Indemnity of the Board 

Every Executive Officer, Director, Board member or servant or agent of CRHNet shall be indemnified by CRHNet against all costs, losses, and expenses incurred by each or any of them, in the course of the discharge of their respective duties, so long as such person is acting in good faith, and excepting anything which arises from willful neglect or willful default. 

15.  Financial Records and Audits 

a) The fiscal year of CRHNet shall be April 1 any year to March 31 of the following year. 

b) The CRHNet shall maintain financial records in accordance with expected accounting practices and related regulations. These records will be maintained by the Executive Director and monitored by the Treasurer (or a designated member of the Finance Committee). 

c) At least once each year, two members of CRHNet (excluding its Executive Officers) or a professionally qualified person shall review the CRHNET financial records and statements, and present a summary of their findings to the Board.

d) A complete and proper statement of the standing of the books of the previous year shall be submitted and reported by the Treasurer at the AGM.  

e) The financial records of CRHNet may be inspected by any current member of CRHNet anytime, upon giving reasonable notice, during usual business hours, at the office of CRHNet, and in the presence of a Board member.

16.  Fees 

The CRHNet fees including membership, registration and other CRHNet services or goods shall be reviewed and set annually by the Board.

17.  Signing Authority 

a) Signing authority is restricted to the President, Vice-President, Treasurer, the Executive Director, and any such person assigned by the Board.

b) All expenditures shall be duly documented.

c) Two signatures shall be required for all cheques.

d) Expenditures over $1,000.00 not included in an approved budget must be approved by the Board.

18.  Borrowing Authority 

Where appropriate, and only for the purposes of carrying out its objectives, the CRHNet may borrow, raise, or secure funds as appropriate. This power shall only be exercised following a special resolution of the Board. 

19.  Paid Employees 

a) All employees of CRHNet shall be hired by the CRHNet Executive Committee. 

b) Performance appraisals of the Executive Director (if paid versus contracted) shall be conducted annually by the CRHNet Executive Committee.

c) Performance appraisals of all other employees shall be conducted by the Executive Director annually and submitted to the CRHNet Executive Committee for review and approval. 

20.  Remuneration 

Unless authorized by the Finance Committee, no officer or member of the CRHNet shall receive any renumeration for his/her expenses. Board members may receive reimbursement for expenses, upon presentation of signed receipts, incurred as a result of performing CRHNet objectives and with pre-authorization of two signing authorities on the Board. 

21. Meetings

a) Regular Board meetings shall be held at least once per month, a minimum of ten times a year, unless it is decided by a majority vote of the Board that a monthly meeting is not necessary. Board meetings may be called by any member of the Executive.

b) Any meeting (i.e., Board, SM, or AGM), where quorum requirement is not met, is not considered as held.  Any motion made in the absence of a quorum shall be null and void.

c) Committee meetings may be held at the discretion of the committee Chair or members.

d) Any CRHNet member (other than a Board member) may be invited to participate in a monthly or regular Board meeting and may have a voice, but not a vote. 

e) The Board of Directors shall have the power to call Special Meeting of members.

f) The means of meeting shall be set by the Board. Regular Board meetings will generally be conducted by telephone or video-conference, unless otherwise determined. Annual General Meetings shall be conducted face to face.

22. Parliamentary Authority

The rules contained in "Robert's Rules of Order", in its most current edition, will govern the proceedings at all meetings and in all cases where they are applicable, provided that they are not inconsistent with these By-laws or the requirements of the Societies Act.

23. Quorum 

Quorum at CRHNet Board meetings shall consist of at least one Executive Officer and five Directors. Quorum at SM and AGM shall also include ten CRHNET Members who are not on the Board. If a quorum is not met at a duly-called AGM, where notice was given as per these Bylaws, the meeting will be adjourned for 30 minutes. It will reconvene after this delay and those in attendance at that time will constitute quorum.

24. Annual General Meeting (AGM)

a) CRHNet shall hold an AGM each year, before the end of the calendar year, at a place and date to be determined by the Board.

b)  The order of business at each AGM shall include Operational report, Financial report/review, Bylaw changes (if any), appointment of an auditor (as appropriate), and election of officers.

c) Changes to the Agenda that would introduce new business of which no notice was given in writing to the membership at large, shall not be made. Administrative changes to the Agenda may be made, but must be approved by a 2/3 majority of members present.

25. Special General Meeting (SGM)

a) SGM, which also means Special Meeting, shall be convened within one month by the President at the direction of the Board or at the request of at least ten per cent (10%) of the existing membership;

b) The Board will set the means and day of the meeting – to be held within a month - to maximize attendance, minimize costs and address the agenda;

c) Twenty one days notice shall be given of any SGM to all eligible delegates. Contained in the 21 days notice shall be the reason or subject matter to be dealt with at the SGM. There can be no additional matters of business addressed at the SGM;

d) Quorum at this meeting requires 15% of the membership.

26. Conflict of Interest

a) Any member or employee of the CRHNet Board shall disclose immediately, through any member of the Executive Committee, any situation of conflict of interest, whereby the individual may be gaining (or be seen to be gaining) direct personal or monetary advantage not available to others.

b) Individuals deemed to be in a conflict of interest situation shall withdraw from entering into the discussion or voting on the matter in question. (They are then not counted as part of the quorum.)

c) Persons deemed by the membership to be in a conflict of interest position shall not be allowed to run for a position on the CRHNet Board.

27. Review and Changes to These By-Laws 

a) These By-laws may be cancelled, altered or added to by a Special Resolution at any AGM or SGM of the CRHNet.  Special Resolutions require 21 days notice, and will be given to Members in accordance with Section 13.

b) The notice of the GM of the CRHNet, where By-laws amendments will be considered, must include details of the proposed amendments.

c) Amended By-laws take effect after approval of a Special Resolution, by 75% of the votes eligible to be cast at a GM, and their filing with the appropriate Corporate Registry.

28. Dissolution 

Upon dissolution of CRHNet, all assets of CRHNet shall be turned over to The Canadian Red Cross Society (CRCS) or in the event that the CRCS is no longer in existence at that time, the assets of CRHNet shall be turned over to another not-for-profit society operating in Canada, which has objectives that are compatible with the objectives of CRHNet, as approved by the Board.