Terms of Reference for the Returning Officer

Legal policy

Terms of Reference for the Returning Officer (PDF)

Accessible version follows:

  1. The Returning Officer will monitor the process of the Election of Directors, including monitoring for deviations from the Corporation’s By-laws and/or Policy on Nominations and Elections (including the Election Rules) that could materially affect the election results (“Material Deviations”). The Returning Officer shall carry out her duties with the assistance of the Corporation’s staff, and if appropriate, a person appointed by the Board with such qualifications as the Board may determine.
  2. The Returning Officer shall be responsible for determining whether any conflict of interest exists between any Nomination Committee Candidate and/or any Member Nominee and: which interferes, or is likely to interfere with their capacity to fully and freely perform their duties as a Director, (all subject to the provisions and procedures of the Corporation’s Directors’ Code of Conduct and Policy on Conflicts of Interest and Financial Associations) including, without limitation, their fiduciary obligations.
    1. The Corporation as set out in the Corporation’s Policy on Conflicts of Interest;
    2. Any Director; and/or
    3. Any other Nomination Committee Candidate or Member Nominee
  3. The Returning Officer shall also be responsible for determining whether any  Financial Association exists between any Nomination Committee Candidate and/or any Member Nominee and any Director and between:
    1. two (2) or more Nomination Committee Candidates;
    2. two (2) or more Members’ Nominees; or
    3. one (1) or more Nomination Committee Candidates and one (1) or more Members’ Nominees.
  4. The Returning Officer shall have such authority and shall perform such other duties as may be prescribed by resolution of the Board, the By-laws and the Corporation’s Policy on Nominations and Elections (including the Election Rules). The Returning Officer shall also perform such other duties that are incidental to the duties expressly assigned to her and that are related to the Election of Directors.
  5. The Returning Officer may extend any period of time related to the Election of Directors, including the Election Period, if she is satisfied that the results of the Election of Directors will be materially affected if the period of time is not extended.
  6. The Returning Officer shall review and approve the elections software.
  7. The Returning Officer and her designates will unlock the ballot box.
  8. The Returning Officer will verify the results of the Election of Directors.
  9. The Returning Officer will have the discretion to disqualify Nomination Committee Nominees and Members’ Nominees from being considered for Director positions, if they contravene Registry PRP or CIRA’s By-Law No. 1.
  10. The Returning Officer will monitor the Campaign Forum.
  11. If at any time during the voting stage or prior to the results of the Election of Directors being posted, the Returning Officer forms the view, acting reasonably, that a Material Deviation has occurred, the Returning Officer will have the authority to determine how those Material Deviations should be dealt with, including but not limited to the disqualification of candidates and/or the cancellation of that Election of Directors.
  12. Absent extraordinary circumstances, the Returning Officer shall report the results of the Election of Directors to CIRA’s CEO within twenty-four (24) hours following the close of the voting period. 
  13. In the event the Election of Directors is cancelled by the Board in accordance with section 11 hereof, the Returning Officer shall, within twenty-four (24) hours of the Board’s decision, post on CIRA’s website a notice stating that the Election of Directors has been cancelled and what the dates are for the new Election of Directors. Such notice shall also be sent by email to all Candidates and to the email address for each Member and Member representative.
  14. The Returning Officer will submit to Corporation staff, no later than twenty (20) days following the end of the Election Period, a comprehensive report documenting that year’s Election of Directors (including any Material Deviations that occurred during the Election of Directors) as well as any recommendations for future elections. The Returning Officer’s report will be tabled unedited “as is” at the first meeting of the Board of Directors following the Election of Directors. The Board may also request that the Returning Officer present her findings in person at a meeting of the Board.
  15. The Returning Officer will be responsible for responding to inquiries from Members and the public relating to the Election of Directors in a timely manner. The Returning Officer may, at her discretion direct the Corporation’s staff, to respond to inquiries as she deems appropriate.
  16. During the Election of Directors, the Returning Officer will respond to phone calls and emails from the Corporation staff in a timely manner.
  17. The Returning Officer may, at her discretion, request a meeting with the Board of Directors at any time during her term.
  18. The Corporation’s Policy on Conflicts of Interest and  Financial Associations applies to the Returning Officer and she shall comply therewith. The Returning Officer shall disclose to the Board, prior to her appointment and on an ongoing basis, any Conflict of Interest, Financial Association or affiliation that she may have with any Director, Members’ Candidate and Nomination Committee Candidate.
  19. The term of office of the Returning Officer will commence on a date to be determined by the Board and end after the Board has received the Returning Officer’s report or on such other date as determined by the Board.
  20. The Returning Officer will agree to have her name, photograph, biography, and email address posted on the Corporation’s website.
  21. Each year the Board shall fix the remuneration of the Returning Officer prior to the commencement of the Returning Officer’s term.