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CAPIC‐ACCPI BOARD OF DIRECTORS ELECTIONS 2015 CANDIDATES PACKAGE Dear Candidate: Thank you for your interest in participating in the CAPIC‐ACCPI Board of Directors Election 2015. This information package is prepared to provide candidates with more information about the nomination and election process, and important dates. Reference should always be made to the relevant sections of the CAPIC By‐Laws. 1. VACANCIES AND TERMS: 1.1. Four (4) director positions are available for election in 2015. 1.2. The newly elected Directors will serve a two year term starting May 14, 2015 until the Annual General Meeting to be held in 2017. 2. ELIGIBILITY Candidates must: 2.1. Be a Registered Member in good standing of CAPIC‐ACCPI; 2.2. Be at least eighteen (18) years of age with power under the law to contract; 2.3. Have a minimum of two (2) years of experience either: 2.3.1. on the Board or the former OPIC/AICC board, or 2.3.2. as a Chapter Committee Member, 2.3.3. or equivalent experience. 2.4. Every Director shall not: 2.4.1. be an undischarged bankrupt 2.4.2. shall not previously have been removed as a Director by the Members or had their office as Director automatically vacated pursuant to section 2.7 2.4.3. shall not have been removed as an Officer by the Directors, and 2.4.4. shall not be a director or officer of and shall not hold an executive or staff position with another immigration advocacy or service providing organization or a Regulatory body for Authorized Representatives. 2.5. Additionally, as per By‐Laws 5.2: 2.5.1. The President of the Corporation shall have a minimum of two (2) years of experience on the Board or the former OPIC/AICC National Board or shall have equivalent experience, and shall have a minimum of one (1) year experience on the Executive Committee. 2.6. Each candidate is required to prepare a biography and explain how his or her skills match the requirements to be a Director. Page 1 of 9 3. ROLES AND RESPONSIBLITIES OF DIRECTORS 3.1. CAPIC By‐Laws Paragraph 2.1 (4) provides a description of the general duties of all Directors: The duties of the Board of the Corporation, amongst others, shall include: a) To oversee development and approval of a long‐term corporate plan and approve annual budgets and operating plans; b) Define and/or safeguard the organizational mission and vision, the corporate values and operating principles within which it expects the Corporation to be administered and to review these periodically; c) Govern the Corporation through vision, mission, core goals, and planning objectives approved by the Board, formulated with the Chief Executive Officer and staff, and reviewed periodically; d) Select and support a Chief Executive Officer to whom the responsibility for administration of the Corporation is delegated; e) Review and evaluate regularly the performance of the Chief Executive Officer on the basis of a specific job description and approved corporate objectives; f) Seek and secure sufficient resources for the Corporation to finance its programs adequately; g) Account to the Members, for the services of the Corporation and expenditures of funds; h) Ensure prudent and proper management of the Corporation’s resources; i) Establish the general corporate values framework within which the Corporation’s human resources will be managed and periodically monitor key human resource performance indicators; j) Approve and periodically review personnel policies within which human resources will be managed; k) Establish guidelines within which management may negotiate pay and benefits agreements with staff; l) Regularly review the Corporation’s services to ensure that they are consistent with the mission, vision and core goals of the Corporation and that its programs are effective and relevant to Member needs; m) Provide continuity for the Corporation and opportunities for Member participation. n) Represent the Corporation and its programs through collaboration with stakeholders and the community; o) Serve as an advocate for Member services and excellence.; p) Represent the geographical distribution of the Membership; and q) Participate in corporate governance training when offered by the Corporation. 3.2. CAPIC By‐laws 2.2 describes the expectations of Director Conduct a) Each Director is expected to become an active participant in a body that functions effectively as a whole. In addition to assisting in the exercise of the major duties of the Board outlined above, the Board of Directors are responsible to exercise due diligence in the performance of their duties. They are responsible to: b) Be informed of the Articles of Incorporation and legislation under which the Corporation exists, its By‐laws, mission, values, code of conduct, and policies as they pertain to the duties of a Director. c) Keep generally informed about the activities of the Corporation, the community and general trends in the business in which it operates. d) Attend meetings regularly, serve on committees and contribute from personal, professional and life experience to the work of the Board. e) Exercise the same degree of care, diligence and skill that a reasonably prudent person would show in comparable circumstances. f) Offer their personal perspectives and opinions on issues that are the subject of discussion and decision. g) Voice, clearly and explicitly at the time a decision is being taken, any opposition to a decision being considered by the Board. h) Maintain solidarity with fellow Directors in support of a decision that has been made in good faith in a legally constituted meeting, by Directors in reasonably full possession of the facts. i) Ask the Directors to review a decision, if he/she has reasonable grounds to believe that the Board has acted without full information or in a manner inconsistent with its fiduciary obligations, and, if still not satisfied after such review, ask that the matter be placed before the Members. j) Know and respect the distinction in the roles of the Board and management consistent with the principles underlying these governance policies; k) Exercise vigilance for and declare any apparent or real personal conflict of interest in accordance with the Corporation’s by‐laws and policies. 3.3. Time Commitment: All Directors are required to attend a governance 5 to 6 hours training session shortly after election. Directors may attend the training session in person or via web‐
conferencing. In order to discharge Director’s duties effectively, Directors are expected to contribute a considerable amount of time on CAPIC affairs. Directors are expected to attend at least 8 regular board meetings within a calendar year. Each board meeting will last around 3 hours. The Board may call special board meetings from time to time to convene and discuss urgent matters. In addition, each Director is responsible for chairing at least one standing committee. Each committee will conduct at least 5 meetings in a year with each meeting lasting about two (2) hours. Committee Chairs are expected to monitor the affairs of the committees and work on additional projects that the Board approves. The President is expected to spend additional time to attend committee meeting, coordinate among Board Members and Management. 3.4. Remuneration: CAPIC Directors receive remuneration as per By‐Laws 2.8. Directors in full compliance with CAPIC’s Director Remuneration Policy receives $250 for each regular Board Meeting he/she attends. The President receives $2,500 per month. 4. ELECTION PROCESS 4.1. Nominations and campaigning are conducted as per Election Schedule as noted in the Call for Election Notice (also see Section 5 below) 4.2. Election is done via secret ballot online through CAPIC website 4.3. Any five (5) Registered Members in Good Standing may nominate to the Board any other Registered Member in Good Standing, by mailing the nomination to the Secretary, together with a written consent of the nominee. 4.4. A nominee must accept the nomination in writing before their name shall be added to the ballot. 4.5. A nominee must declare in writing that she or he will observe the provisions of the Act, Regulations and By‐laws, and the procedures related to the election. 4.6. The Chairperson of the Governance and Nomination Committee must disqualify any nominee whose nomination or election contravenes the Act, Regulations or By‐laws. 4.7. The Governance and Nomination Committee has the right to request a police record check and may disqualify any nominee with a criminal record. 4.8. At least one candidate will be elected from each geographical region of British Columbia, Ontario, Prairies (Alberta, Manitoba, and Saskatchewan) and Quebec. 4.9. Upon the confirmation of election results, all Directors will submit a biography to the Chair of the Governance and Nomination Committee 4.10.
Immediately after the official announcement of election results, the Board of Directors will hold its first meeting at its first opportunity where Directors will elect amongst themselves and appoint directors to position as listed in the by‐laws. A summary of Officer duties and Committee responsibilities have been included in this package. 4.11.
The Governance and Nominating Committee will present to the Board at its first meeting, a recommendation for election of these positions. Additional nominations may be made from the floor by any Director provided that the Director so nominated consents to such nomination either in person or in writing at the time of such nomination. Voting will, unless waived by all members of the Board in attendance at such meeting, be by ballot of those Directors present. Two scrutineers will be appointed by the Chair of the meeting and they will be responsible for the counting of ballots. 5. ELECTION SCHEDULE 5.1. Friday, March 13, 2015 – 9:00 am EDT 
Notice of elections 
Nomination forms available online or at CAPIC office 5.2. Friday, March 13, 2015 – 9:00 am EDT 
Nominations open 5.3. Friday, April 3, 2015 – 1:00 pm EDT 
Nominations close 
Deadline for submitting Nomination Package 
Completed Nomination Package must be submitted to: Election Officer c/o CAPIC‐ACCPI By mail ‐ 245 Fairview Mall Drive, Suite 602, Toronto, ON M2J 4T1 or By Fax – 416‐309‐1985, or By email scan – info@capic.ca 5.4. Tuesday, April 7, 2015 – 1:00 pm EDT 
List of Candidates published 5.5. Tuesday, April 7, 2015 – 1:00 pm EDT to Thursday, April 30, 2014 – 5:00 pm EDT 
Campaign period 5.6. Monday, May 4, 2015 – 9:00 am EDT to Wednesday May 6, 2015 – 2:00pm 
Voting period ‐ online voting available via CAPIC website 5.7. Thursday, May 14, 2015 – Annual General Meeting 
Official declaration of election results 6. GENERAL CAMPAIGN RULES 6.1. The date of Tuesday, April 7, 2015 – 1:00 pm EDT to Thursday, April 30, 2014 – 5:00 pm is designated “Candidates Campaign Period”. No manner of campaigning shall be done before or after this period. Any violation may be cause for disqualification by the Election Officer 6.2. The use of lewd, indecent, or suggestive material or the defamation of campaign materials, irrespective of the form they may take is prohibited. Any candidate acting in such a manner shall be disqualified upon the decision of the Election Officer. 6.3. Campaign materials (printed or electronic) will be submitted with nomination forms by Friday, April 3, 2015 – 1:00 pm EDT 6.4. The Election Officer will approve them by Tuesday, April 7, 2015 – 1:00 pm EDT 6.5. If any candidate or associated persons of a candidate is found to be removing, destroying, or covering over any other candidate’s campaign material, the candidate in question found committing these actions shall be disqualified upon the decision of the Governance and Nomination Committee. 6.6. A candidate wishing to withdraw must do so no later than Friday May 1, 2015 9 AM EDT by tendering their withdrawal, in writing, to the Election Officer. 6.7. All elections inquiries are to be made directly to the Election Officer. 7. ROLE OF THE GOVERNANCE AND NOMINATION COMMITTEE 7.1. It is the role of the Governance and Nomination Committee to oversee the smooth operation of CAPIC Annual Election. The Committee has appointed an Election Officer to oversee the election process. Any decision of Election Officer and the committee is final and binding. The Governance and Nomination Committee is mandated to ensure that the election process invites the participation of the electorate, and ensures both fairness and transparency for each of the candidates. 7.2. All complaints must be placed in writing to the ELECTION OFFICER via e‐mail to info@capic.ca. 8. CONFLICT OF INTEREST 8.1. In general, a conflict of interest is a situation in which one individual occupies two positions or undertakes two functions which are in opposition to each other and which can cause that individual to act on the basis of divided or even conflicting situations, but also those where the conflict is potential, as well as those where a third party might perceive conflict. 8.2. In the democratic context, these concepts can be applied by directing that anyone participating in the administration of an election should refrain from being a candidate or from openly favouring a candidate. Conversely, no candidate, no person working for a candidate and no person openly favouring a candidate should be admitted to a position in the administration of the election where he or she has sole decision‐making powers. NOMINATION CHECK LIST 1. I, the Candidate named below, have read and understood all of the documents presented to me in the Candidate Package. 2. I am aware of the Election Schedule. 3. I am submitting my nomination package to the ELECTION OFFICER before Friday, April 3, 2015 – 1:00 pm EDT 4. My nomination package includes the following (check where appropriate): Completed Nomination forms from 5 Registered Members in Good Standing of CAPIC ‐ Five (5) completed nomination forms (Part 2) Completed and signed Nomination Form (Part 1) Campaign materials for ELECTION OFFICER’s approval Candidate’s Name: ___________________________ Signature: _____________________ Date: _________________________ ************************************************************************* OFFICE USE ONLY DATE RECEIVED: _______________________ INITIAL: ___________________________ TIME RECEIVED: _____________________ CAPIC Election Nomination Form PART 1 (To be completed by the candidate seeking election) Legal name of Candidate for Election: Usually known as: Business Address: Phone: Cell: Email: CAPIC membership number: R ICCRC membership number: Residential Address: On the date of the election to which this notice relates, I will seek election to be a Director on the Board of Directors. I declare that – 1 I have read and understand the CAPIC By‐Laws approved as of March 11, 2015 (“the By‐
Laws”) and amended by the board from time to time; 2 I am a Registered Member of CAPIC within the meaning of the Bylaws and in particular Bylaw 8.2(a); 3 I am a Member in Good Standing within the meaning of the Bylaws and in particular Bylaw 1.1(q); 4 I have the necessary experience and meet all the other qualifications and requirements to become a director of CAPIC as specified in Bylaw 2.3 of the Bylaws; 5 I fully understand that, if elected as a Director of CAPIC, I will have all the duties and responsibilities of a director of the corporation, in law and as specified in the Bylaws and pledge to diligently discharge them. 6 all the facts and assertions contained in my attached Biography and the Explanation of how my skills match the requirements of the position for which I seek election are accurate and true; and 7 I accept the nomination of the nominating member in Part 2 below. I declare that all the details provided above on this form are accurate and true; Signed at __________(place) on the ______day of ___________(month) _____________(year), Signature _______________________________ PART 2 (To be completed by the CAPIC member nominating the candidate in Part 1) I, the undersigned, hereby nominate ____________________, the CAPIC member referred to in Part 1 as a candidate for the office on the Board of CAPIC as specified in Part 1; Full Name of Nominating Member: ________________________________________________ Address: ____________________________________________________________________________ _____________________________________________________________________________ CAPIC Membership Number: R___________________ICCRC ID #_____________________ Phone: _____________________________ Email: _________________________________ I confirm that as at the date of signature hereof – 1 I am a Member in good standing of CAPIC within the meaning of the Bylaws and in particular Bylaw 1.1 (q); 2 Part 1 was completed in full and the Biography and Explanation of the Candidate referred to in Bylaw 2.3(3) were annexed to this nomination form and have been initialled by me for identification; Signed at ___________ (place) on the _______ day of ____________(month),_________(year) Signature:________________________________ FIVE (05) signed Nominations are required to file the candidate nomination