By-Laws and Constitutions

Article I - Name

The name of this division of The Canadian Society for Chemical Engineering (hereinafter called the “Society”) shall be the Process Safety Management Subject Division (hereinafter called the“Division”).

Article II - Purpose

The purpose of the Division shall be:

• To support and promote the goals and values of the Society.
• To promote awareness, understanding and use of process safety management (PSM) tools, services and techniques within Canadian facilities including manufacturing and distribution operations, universities, research facilities, and laboratories.
• To further the advancement of and development of new PSM ideas, theorems, tools, services and techniques.
• To foster PSM in chemical and related engineering and science education.
• To monitor the degree of implementation of PSM to identify gaps in knowledge or application and to facilitate and encourage appropriate corrective action.,

Article III - Terms of Reference

It shall be a function inter alia of the Division to arrange through its Executive Committee for the meetings of the Division including an Annual Business Meeting, at the Annual Conference of the Society and/or at other times as shall be decided by the Executive Committee. The Division shall also undertake any other activities that the Executive Committee considers to be consistent with the purpose of the Division (Article II).

Article IV - Membership

The membership of the Division shall consist of all members of the Chemical Institute of Canada who have signified their interest in the Division. Membership in another Division of the Institute shall be no bar to membership in the Division.

BY-LAWS

Article I - Restrictions

The Division is constituted under the By-Laws of the Society and no portion of the Constitution or By-Laws of the Division may be interpreted or applied in any way contrary to the Charter or By-Laws of the Society.

Article II - Officers and Executive Committee

Section I - Officers

The officers of the Division shall be elected from the members of the Division and shall consist of Chair, Vice-Chair, Treasurer, Secretary and Program Coordinator. The Immediate Past Chair shall also serve as an officer of the Division.

Section II - Executive Committee

The Officers and the Director of the Society who represents the Division, and up to six additional elected members shall constitute the Executive Committee of the Division.

Section III - Election and Term of Office

• The term of office of the members of the Executive Committee shall be approximately two years in duration, commencing from their election at the Annual Business Meeting and proceeding to the Annual Business Meeting two years later, with the exception of the Director of the Society representing the Division whose election and term of office shall be as specified by the By-Laws of the Society.
• In order to provide continuity in the operation of the Division:
• The Chair is expected to serve one term on the Executive committee as Immediate Past Chair following the conclusion of term of office as Chair;
• The Vice-Chair is expected to stand for election as Chair at the Annual Business Meeting following that at which he or she was elected Vice-Chair;
• Other officers and members of the Executive Committee are encouraged to stand for election to the Executive Committee for three consecutive terms of office;

Article III - Duties

Section I - The Executive Committee

Subject to the Constitution and By-Laws of the Division, the Executive Committee shall have the power to manage, operate and direct the affairs of the Division between Annual Business Meetings of the Division.

Section II - Chair

The Chair shall preside at meetings of the Division, and shall act as Chair of the Executive Committee. The Chair shall be a member ex-officio of all committees of the Division.

Section III - Vice-Chair

In the absence of the Chair, the Vice-Chair shall perform the functions of the Chair. If the Chair shall, for any reason, be unable to complete his or her term of office, the Vice-Chair shall serve as Chair for the unexpired term.

Section IV - Immediate Past Chair

In the absence of both the Chair and Vice-Chair the Immediate Past Chair shall assume their duties and responsibilities. The Immediate Past Chair shall be the Chair of the Nominating Committee.

Section V - Secretary

The Secretary shall keep a record of the proceedings of the Annual Business Meeting of the Division, of the meetings of the Executive Committee, and of all other matters concerning the Division, and shall attend to all correspondence of the Division. The Secretary shall issue minutes of the Annual Business Meeting within one month, sending a copy of these to the National Office of the Society, as required by the By-Laws of the Society. The Secretary shall also report to the Executive Committee at such other times as may be required.

Section VI - Treasurer

The Treasurer shall collect and keep account of all revenue and pay all bills of the Division in the manner described in Article VIII and prepare financial statements, reports and budgets as directed by the National Office of the Society or the Executive Committee of the Division.

Section VII - Program Coordinator

The Program Coordinator shall be responsible for coordinating the program of technical meetings and symposia held by the Division.

Article IV - Nominations and Elections

Section I - Nominating Committee

The Nominating Committee shall consist of an ad hoc committee of the Past Chair plus two other members of the Division. The Nominating Committee shall prepare a slate of officers and Executive Committee members and, having ascertained the nominees’ willingness to serve, will present the slate for election at the Annual Business Meeting. Further nominations shall be accepted, with the support of two members and the consent of the nominee, prior to the start of the Annual Business Meeting.

Section II - Election

Election to the Executive Committee shall be by simple majority of the members present at the Annual Business Meeting.

Article V - Vacancies

Any vacancy occurring in the Executive Committee for any reason may be filled by appointment of the Executive Committee, the appointee to serve until the next Annual Business Meeting.

Article VI - Sub-Committees

The Chair may appoint from the Division membership, with the approval of the Executive Committee, any Sub-Committee that is deemed desirable. The Terms of Reference of any such Sub-Committee shall be specified by the Executive Committee.

Article VII - Meetings

Section I - Annual Business Meeting

An Annual Business Meeting shall be held each year in conjunction with either the annual conference of the CSChE or at a time to be decided by the Executive Committee. The Secretary shall take whatever steps that are deemed appropriate to notify the members of the Division as to the time and place at least one month prior to the meeting. Ten members of the Division (including officers) shall constitute a quorum. The agenda of the meeting shall include provisions for the election of the Officers of the Division. The slate of candidates prepared by the Nominating Committee along with a call for further nominations shall accompany the notice of the meeting.

Section II - Executive Committee Meetings

There shall be at least one meeting per year of the Executive Committee other than at the Annual Business Meeting. The Chair or Vice-Chair or Immediate Past Chair and three other members of the Executive Committee shall constitute a quorum for the transaction of business.

Article VIII - Finances

The Division shall operate its own treasury. The budget of the Division and the most recent financial statement shall be submitted to the Society by December 31st of each year or at other times as requested by the Society. The operation of the Division shall be financed by:

• Revenues from meetings or other activities of the Division.
• Grants from the Society.
• Donations from other sources.

The revenue of the Division shall be deposited in a special current account, in the name of the Division, with the Treasurer and the Chair and/or Vice-Chair as signing officers, at a bank of the Treasurer’s choice. Funds in excess of current requirements shall be maintained in savings accounts or investment certificates in a manner directed by the Executive Committee. All Division payments shall be made by the Treasurer after written authorization by at least one other Officer of the Division.

Article IX - Limits of Authority

Notwithstanding anything in the foregoing, the Division shall not enter into any agreement, raise funds or make any commitments on behalf of the Society without the consent of the Board of Directors of the Society.

Article X - Amendment

Upon recommendation by the Executive Committee either the Constitution or the By-Laws of the Division may be amended at the Annual Business Meeting of the Division by a two-thirds affirmative vote of the members present. The Secretary shall take whatever steps deemed appropriate to notify the members of the Division of the intention to amend the Constitution or By-Laws at least one month prior to the meeting. Such amendments shall not become effective until approved by the Board of Directors of the Society.

Article XI - Dissolution

In the event of the dissolution of the Division, any funds and property remaining will revert to the Society.

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