Download I dont know what to put here... and more Cheat Sheet Mathematics in PDF only on Docsity!
🔹 ARTICLE 1: INTERPRETATION
● This article explains the terms used in the by-law.
● Important definitions:
○ Act = The Registered Insurance Brokers Act.
○ Individual Member = A person licensed as an insurance broker.
○ Firm Member = A company (like a sole proprietorship, partnership, or corporation) registered as a broker.
○ Council = The board of directors of RIBO.
○ CEO = The Chief Executive Officer (also called the Manager).
○ Committees = Special groups like the Complaints Committee or Discipline Committee that do specific jobs under the Act.
○ Articles = RIBO’s official corporate documents.
○ ONCA = Ontario’s Not-for-Profit Corporations Act (a law that governs organizations like RIBO).
🔹 ARTICLE 2: GENERAL RULES
● Office location : Must be in Ontario and can be moved by the Council.
● Books and records : Must be organized and accessible, and can be in any format (paper or electronic).
● Seal : The corporate stamp, if used, must be approved by Council.
● Signing documents : Any two officers, or the CEO, or a director + officer can sign.
● Annual reports : RIBO must provide a yearly report to members and the Minister within 4 months of its year-end.
● Conflicts : If this by-law ever contradicts a law or RIBO’s articles, the law/articles win.
🔹 ARTICLE 3: FINANCIAL MATTERS
● Year-end : The financial year is set by the Council.
● Statements : Members can request financial statements before annual meetings.
● Auditor :
○ Must be independent.
○ Can be changed between meetings if needed.
● Banking : The Council picks the bank and controls how banking is done.
● Borrowing : Council can:
○ Borrow money.
○ Issue or sell debt.
○ Use RIBO property as collateral.
○ Appoint directors/officers to manage borrowing.
● Investments : RIBO can invest money according to its Investment Policy.
🔹 ARTICLE 4: MEMBERSHIP
● Two types of members :
○ Individual Members : People licensed to sell insurance.
○ Firm Members : Businesses licensed to sell insurance.
● Joining : Anyone registered becomes a member automatically and stays one while registered.
○ If virtual, must include login and voting instructions.
● Quorum : 25 Individual Members must be present (in person or online).
● Who can attend : Members, directors, the Minister, and the auditor.
● Voting :
○ One vote per Individual Member.
○ Normally done by a show of hands unless a ballot is requested.
○ Chair can vote and break ties (unless they are an Appointed Individual).
○ Voting can also be electronic or by proxy.
● Proxies :
○ A member can appoint someone to vote for them.
○ Proxy must be signed and follow ONCA rules.
● Scrutineers : Can be appointed to oversee voting, verify counts, and ensure fairness.
● Written resolutions : If all voting members sign, it counts like a meeting vote.
● Adjournments :
○ If rescheduled for <30 days, no new notice needed.
○ If ≥30 days, new notice is required.
🔹 ARTICLE 6: THE COUNCIL (Board of Directors)
● Role : Governs RIBO, runs its operations.
● Who can be elected :
○ Must be an Individual Member.
○ At least 18, not bankrupt, not found mentally incapable.
○ No recent disciplinary history or unpaid fees.
● Council makeup :
○ 9 elected Individual Members.
○ 4 government-appointed individuals.
● Term : 3 years. Can serve a max of 2 terms (6 years total).
● Vacancies : Council can fill open spots unless there are no remaining directors (then a member meeting is called).
● Pay :
○ Per diem (daily allowance) paid to directors and committee members.
○ Travel and other expenses reimbursed as per policy.
🔹 ARTICLE 7: COMMITTEES
● Mandatory Committees :
○ Qualification and Registration
○ Complaints
○ Discipline
● Optional Committees : Council can create other committees as needed.
🔹 ARTICLE 8: COUNCIL MEETINGS
● Scheduling : Regular or special meetings can be called by the President, VP, or 2 directors.
● Delegation : Officers’ duties can be temporarily reassigned.
🔹 ARTICLE 10: CONFLICT OF INTEREST & CONFIDENTIALITY
● Conflict of interest :
○ Directors, Officers, and Committee Members must disclose any personal interest in RIBO decisions/contracts.
○ Must leave the room and not vote on such matters.
● Confidentiality :
○ Must keep all RIBO business private.
○ Documents belong to RIBO and must be returned or destroyed when leaving.
○ Exceptions apply (e.g., legal investigations or with member consent).
🔹 ARTICLE 11: PROTECTION & INDEMNITY
● Duties : Act honestly and with reasonable care.
● No liability if:
○ You acted in good faith.
○ You made an honest mistake.
● Indemnity : RIBO must cover legal costs for directors/officers if they acted in good faith.
● Insurance : RIBO will buy insurance to protect directors/officers from liability.
🔹 ARTICLE 12: NOTICES
● Methods : Hand-delivered, mail, fax, email.
● Timing :
○ Delivered = immediate.
○ Mailed = 5 days.
○ Electronic = when sent.
● Errors/omissions : Small mistakes in notices don’t cancel the meeting/action.
🔹 ARTICLE 13: AMENDMENTS
● Council can change or repeal by-laws, following the ONCA rules.
🔹 ARTICLE 14: TRANSITION
● Current members and officers stay in place when this by-law comes into effect.
🔹 ARTICLE 15: EFFECTIVE DATE & REPEAL
● This version becomes active after being approved by the members.
● It replaces the old By-law No. 1.
● Previous actions done under the old version remain valid.
✅ RIBO By-Law No. 1 – Multiple Choice Questions (No Answer Key)
- What law governs RIBO’s operations in addition to the By-laws and Articles? A) Ontario Business Corporations Act B) Registered Insurance Brokers Act C) Canadian Insurance Act
D) Ministerial review
- Which document governs how RIBO invests funds? A) Investment Strategy Act B) Financial Management Guide C) Investment Policy D) Banking Framework
- Who appoints Appointed Individuals? A) Council President B) Auditor General C) Lieutenant Governor in Council D) Minister of Education
- Which officer is responsible for presiding over Council and member meetings? A) CEO B) Secretary C) President D) Auditor
- Who maintains RIBO's official records, including minutes and notices? A) Vice President B) Secretary C) Council Chair D) Auditor
- Which committee handles professional misconduct allegations? A) Finance Committee B) Qualification Committee C) Discipline Committee D) Executive Committee
- What is the maximum term an elected Director can serve? A) 1 year B) 2 years C) 4 years D) 6 years
- If there’s a Council vacancy and no quorum, who can call a special meeting to fill it? A) Minister B) Appointed Individual C) Any member D) CEO
- What happens to a member’s rights when their membership ends? A) Rights are suspended for 90 days B) Rights are transferred to another broker C) Rights automatically cease D) They retain voting rights for 1 year
- What body can create additional committees besides statutory ones? A) CEO B) Discipline Committee C) Council D) Ministry of Finance
- Who can vote by proxy at RIBO meetings? A) Only Directors B) Individual Members C) Firm Members D) Appointed Individuals
- Which of the following cannot chair a RIBO members’ meeting? A) President B) Vice-President C) An Individual Member chosen by others D) An Appointed Individual
- What does the “seal” of the Corporation represent? A) Banking authority B) Legal signature/stamp C) Membership confirmation D) Annual report summary
- Which of the following is a valid way to notify a member of a meeting? A) In-person only B) Through their lawyer C) Email, mail, or fax D) Newspaper ad
- Who decides how the corporation’s documents are executed? A) President B) Secretary C) Council D) Auditor
- How many Appointed Individuals must be on the Council? A) 2
D) Within 1 year of meeting
- What document outlines the responsibilities of the Discipline Committee? A) ONCA B) Discipline Charter C) Council Manual D) RIBO Complaint Handbook
- Who can confirm the mailing of a notice? A) Any employee B) An Appointed Individual C) President, VP, Secretary, or Treasurer D) Auditor
- What happens to Council members who dissent but fail to record it? A) Their vote is void B) They are assumed to have consented C) They must appeal D) They are expelled
- Which Officer can sign a certificate declaring notice was given? A) Auditor B) Any Appointed Individual C) Any Director or Officer D) A Member
- A member’s address can be changed by: A) The Council B) The Minister C) The Secretary D) The Member’s lawyer
- What is a primary reason a Director may be disqualified? A) Too many clients B) Unpaid membership dues C) No email address D) Residing outside Ontario
- How can Council meetings be held? A) In writing only B) In person only C) In-person or via electronic means D) Teleconference only
- Who prepares and signs meeting minutes? A) Vice-President B) President C) Secretary D) Auditor
- What does RIBO indemnification cover? A) Real estate disputes B) Fines issued by clients C) Legal costs for good faith actions D) Vacation pay
- Who is responsible for fixing officer pay? A) Minister of Finance B) Secretary C) Council D) Membership vote
- What happens to bylaws that conflict with RIBO’s Articles? A) Bylaws override Articles B) Articles take priority C) The Minister decides D) Council must vote again
- When are notices NOT required for a continued meeting? A) If adjournment is <30 days and announced B) If held on a weekend C) If 100% of members attend D) If proxy voting is used
- How can an Individual Member revoke a proxy? A) By calling the Council B) By submitting a signed revocation C) By emailing another member D) By not attending the meeting
- What is required for a written resolution to replace a members’ meeting? A) Majority approval B) Council approval C) All voting members must sign D) CEO consent
- Who reviews the annual report submitted by RIBO? A) Council
3. C
4. C
5. D
6. C
7. B
8. C
9. C
10. C
11. C
12. B
13. C
14. D
15. C
16. C
17. C
18. B
19. D
20. B
21. C
22. C
23. C
24. B
25. C
26. C
27. B
28. B
29. B
30. C
31. B
32. C
33. B
34. C
35. C
36. B
37. C
38. C
39. C
40. C
41. B
42. A
43. B
44. C
45. C
46. C
