CIHR By-Law

“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) 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.

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.

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.

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.

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.

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.

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.

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.

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.

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.