By-law #1 for the Board of Management
Revised March 2008
Interpretation
1. The following definitions apply to all by‑laws and resolutions of the Board of Management.
"Act" « Loi » means the Canada Revenue Agency Act.
"Agency" « Agence » means the Canada Revenue Agency established by subsection 4(1) of the Act.
"Board" « Conseil » means the Board of Management of the Agency established by section 14 of the Act and includes the Chair, the Commissioner, and 13 other Directors.
"Board Plan" « plan du Conseil » means a plan recommended by the Chair, approved by the Board before the beginning of the fiscal year if possible, and incorporating, as a minimum, in respect of that fiscal year, the following elements:
- schedule of the regular meetings of the Board;
- schedule of regular meetings for all committees;
"Chair" « président » means the Chair of the Board appointed under section 22 of the Act.
"Commissioner" « commissaire » means the chief executive officer of the Agency appointed under section 25 of the Act.
"Committee" « comité » means any committee of the Board.
"Days" « jours » means working days.
"Directors" « administrateurs » means the Chair, the Commissioner and directors of the Board appointed under section 15 of the Act.
"Fiscal Year" « exercice » means the period extending from April 1 of a given year to March 31 of the following year.
"Governance Manual" «Guide de gouvernance » means the manual prepared and maintained on an ongoing basis by the Secretary, containing legislation, policies and documents relevant to the operations of the Board.
"Minister" « ministre » means the Minister of National Revenue.
"Official Document" « documents officiels » means:
- minutes of Board and committee meetings, and any reports prepared by or on behalf of the Board or any committee;
- documents duly authorised committing the Board to act or witnessing any right or obligation the Board may have, including, without limiting the generality of the foregoing, by-laws of the Board and resolutions of the Board; and
- memoranda of understanding, letters of intent and any other document the Board may add to this list by resolution.
"Regular Meeting" « réunion ordinaire » means a scheduled meeting as identified in the Board Plan.
"Secretary" « secrétaire » means the Corporate Secretary.
Mandate of the Board
2. Subject to section 3, the Board shall exercise all the powers and perform all the duties and functions assigned to it under the Act, which powers shall be exercised and duties and functions performed in accordance with its by-laws and the resolutions the Board may make from time to time.
3. The Board may delegate its duties and functions by resolution to any of its committees.
Chair of the Board
4. The Chair shall:
- call, determine the agenda for, and preside over all regular Board meetings;
- after consultation with the Board, nominate directors to serve as chair, vice-chair and members of each committee, to be appointed on an annual basis, or as otherwise required, by resolution of the Board;
- represent the Board and appear on its behalf at official functions and have prime responsibility for interaction with the Minister, Commissioner, Agency officials, and any officials or committees, having regard to the Board’s mandate; and
- delegate to members of the Board such duties and functions as the Chair may see fit in order to achieve the objectives of the Agency and make best use of its resources.
Directors
5. The Directors of the Board shall:
- make every reasonable effort to prepare for, attend and actively participate in Board meetings;
- immediately advise the Secretary in the event that they become unable to attend a meeting;
- meet "duty of care" and "disclosure of interest" requirements imposed by sections 42 and 43 of the Act, and any other applicable policies as contained in the Governance Manual;
- participate in committees in accordance with appointments made under paragraph 4(b) of this By-law;
- as a condition of their appointment as public office holders, comply with the requirements of the Conflict of Interest Act, (S.C. 2006, Chapter 9) and the Ethical and Political Activity Guidelines for Public Office Holders ( as published by the Privy Council Office, 2007); and
- perform all other duties and functions as may be assigned by resolution of the Board.
Secretary
6. The Secretary shall:
- receive requests for meetings of the Board or of a committee and notify Directors accordingly;
- record and keep all decisions, and keep minutes of all meetings of the Board and of all committees;
- provide the Directors with the agenda, the minutes of the meetings of all committees, and all relevant documents, notices and information as may be required for all meetings of the Board and of all committees;
- produce and recommend to the Chair the Board Plan;
- keep records of the Board’s Official Documents, and make them available upon request to any Director;
- upon request, issue certified copies of all Official Documents and other documents;
- sign Official Documents and such other documents as the Board may determine by resolution;
- act in accordance with directions of the Board; and
- perform all other duties and functions as may be assigned by resolution of the Board.
Committees
7. The Board may, by resolution, establish such committees of the Board as are considered appropriate for purposes of carrying out its mandate.
8. Each committee established by resolution of the Board shall, immediately upon establishment, draft a committee charter and submit it for approval at the next meeting of the Board.
Meetings
9. (1) Meetings of the Board or a committee may take place in one location or in several locations simultaneously where the Directors are linked to all other participating Directors by telephone or other secure telecommunications device in the manner determined by resolution of the Board.
(2) A Director who participates in such a meeting by means of such a device is deemed to be present at the meeting.
Board Meetings
10. The Board shall hold at least four regular meetings a year and may hold special meetings.
11. The quorum for any meeting of the Board shall be at least two thirds of the Directors holding office at that time.
12. Unless otherwise required by by‑law, every question before the Board shall be decided by reaching a consensus or, in the absence of reaching a consensus, by a majority of votes of the Directors present excluding the Chair. In the case of a tie vote, the Chair may cast a deciding vote.
13. The Board may adopt, amend or repeal by‑laws by the affirmative vote of not less than two-thirds of the Directors present at any meeting of the Board.
14. A Director, in respect of a resolution passed or action taken at a meeting of the Board, may request that his or her vote be recorded in the minutes.
15. (1) Subject to subsection (2), regular meetings of the Board shall be held at the time and place specified in the Board Plan.
(2) Any regular meeting may be held at such other time or place as may be determined by the Board to be appropriate, provided that notice of such change is communicated in writing to the Directors no less than 15 days before the date specified in the Board Plan.
(3) Every regular meeting shall have an agenda which includes:
- for approval, the minutes of the previous meeting and of all special meetings held since the last regular meeting;
- for information, the minutes of all committee meetings held since the last regular meeting of the Board; and
- a report by the Commissioner on any significant activities of the Agency since the last meeting of the Board, and which may include a report on compliance by the Agency with relevant legislation.
16. (1) Special meetings of the Board may be called by the Secretary
- at the request of the Chair whenever an urgent or important matter must be submitted to the Board before the next regular meeting of the Board, or
- at the written request of at least one third of the Directors holding office at that time.
(2) Special meetings shall be held within ten working days after the Secretary has received a request for such a meeting, on three-day notice to the Board.
(3) Any special meeting may be deemed to have been a regular meeting of the Board upon unanimous consent of all Directors in attendance at that meeting.
Committee Meetings
17. (1) Committee meetings shall take place at the time and place specified in the Board Plan, or at such other time and place as may be determined by the Chair of the Committee with the concurrence of the Chair of the Board provided that notice of such change is communicated in writing to the Committee members no less than 15 days before the date specified in the Board Plan.
(2) Special meetings of a Committee may be called by the Secretary at the request of the Chair of the Board or the Chair of the Committee whenever an urgent or important matter must be submitted to the Committee before the next regular meeting of the Committee. Such meetings shall be held within ten working days after the Secretary has received the request, on three-day notice to the members of the Committee.
18. A majority of committee members shall constitute a quorum of the committee, a majority being fifty percent of the members and one additional Director.
General
19. The Agency shall keep at its headquarters a record of Board and committee members and of all official documents.
20. Subject to section 35 of the Act, all books and records of the Agency relevant to the mandate of the Board may be inspected by any Director.
21. This By-law shall come into force on the date it is enacted by resolution of the Board.
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