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CHARTER
1. Introduction
The Information Technology Service Management Forum (Canada), or itSMF Inc., is a non profit organization affiliated to the itSMF International. It was established as a forum for Information Technology professionals to explore all means available to improve the quality of IT services to their respective customers. Although itSMF takes strategic direction from itSMF International, it will operate within the Canadian IT industry and its objectives must be relevant to that context.
2. Vision
To be recognized as the premier representative body for IT Service Management in Canada.
3. Mission Statement
To provide our membership with a forum that enables them to exchange views, share experiences and participate in the continuous development of best practices and standards, as well as providing a range of services with significant value to members.
4. Terms and Abbreviations
AGM Annual General Meeting IT Information Technology ITIL IT Infrastructure Library ITSM IT Service Management5. Corporate Objectives
To provide an independent, non profit forum for IT professionals committed to the delivery of quality IT services.
- To promote the exchange of IT Service Management experiences and information locally and internationally.
- To establish and maintain a membership base, covering the widest possible professional IT and business interests.
- To bring together users, suppliers and other stake-holders of IT services and products.
- To facilitate a Canadian base of knowledge and resources that assists IT organizations manage the delivery of IT services.
- To encourage the growth, standardization and recognition of IT Service Management throughout the Canadian IT industry.
- To recognize and reward individuals and organizations who make significant contributions to the advancement of best practices, standards and professionalism in IT Service Management.
- To be an active member of itSMF International.
- To maintain financial viability.
- To connect with other Canadian organizations interested in ITSM.
6. Activities
The mission and objectives of the itSMF will be achieved through the following activities (may be amended at the discretion of the Management Board):
- Keeping members informed about local and international events and trends in ITSM.
- Organizing regular events to build knowledge and awareness about ITSM and to facilitate contact between ITSM professionals.
- Setting the events' agenda and to ensure that they are complementary rather than competitive with other similar IT Industry events.
- Reviewing any ITSM events worldwide and advertising them in Canada.
- Maintaining a membership list to facilitate contact between members.
- Maintaining a catalogue of ITSM products, training and services available in Canada.
- Developing and maintaining a set of standards for the application of ITSM as a profession in the Canadian IT industry.
- Providing speakers to IT Events as required.
7. Funding
Information Technology Service Management Forum Canada will be funded primarily through the following sources:
- Membership fees.
- Organizing events.
- Selling ITSM literature.
- Sponsorship for major events and initiatives.
8. Membership
- Information Technology Service Management Forum Canada is wholly owned by its members and is not dependent upon any specific vendor organization.
- Membership status in the itSMF will be obtained upon successful application and the payment of a fee determined by the Management Board. Membership is valid for one year from the date that membership fees are invoiced. Membership may be renewed at the end of that time. Failure to renew will result in termination of membership.
- The management board has the right to deny membership to any individual or organization that it feels may bring the name of the organization into disrepute.
- An affiliation fee to itSMF International will be paid for each member. The amount of this fee and the terms of payment is determined by itSMF International.
- The benefits and obligations of membership are outlined below, but may be changed by the Management Board to accommodate changing circumstances. Members have the right to propose changes to the membership structure provided these proposals are made in writing to the Management Board.
8.1 Benefits
Several core benefits are listed here, but these may be changed and augmented at the discretion of the Management Board, or in accordance with any facilities provided by itSMF International.
- A copy of each edition of the itSMF Newsletter will be forwarded to members.
- Free attendance at specified update and briefing events.
- Discounted attendance at specified briefing, seminar and conference events.
- Discounted attendance at local and international itSMF Conferences.
- Access to the contact details of all itSMF members.
- Discounts on ITSM literature, including the IT Infrastructure Library books.
There are three levels of membership as follows:
8.2 Individual Membership
Individual membership is designed to meet the requirements of individuals or small organizations. The emphasis is on facilitating access to information and communication with other IT professionals. Individual members qualify for the core benefits described above.
8.3 Corporate Membership
Corporate Membership is designed to accommodate larger organizations. Each Corporate Membership consists of ten members who each qualify for the core benefits described above. Additional benefits, as determined by the Management Board, may be extended to Corporate Members over and above the core benefits. There is no limit to the number of Corporate Memberships within any organization. Individual members may upgrade to Corporate Membership by paying the difference in membership fees on a pro rata basis. Each Corporate Membership will consist of one named coordinator and nine other members. The role of the coordinator is as follows:
- Contact person for all liaison and correspondence with itSMF Inc.
- Ten copies of the newsletter will be delivered to the coordinator, who then distributes them to the relevant people.
- The coordinator decides which ten people will attend each free or discounted event.
8.4 Vendor Corporate Membership
Vendor Corporate Membership is designed to accommodate suppliers of ITSM products and services. The parameters of the Corporate Membership stated above also apply to the category of Vendor Corporate Membership.
9. Voting
Members are entitled to vote on any issue raised at the Annual General Meeting (AGM) or extraordinary meeting. Individual members are entitled to one (1) vote each. Corporate members are entitled to ten (10) votes.
Organizations with more than one Corporate Membership are restricted to a maximum of ten (10) votes. These organizations should decide on which ten individuals are to represent them when voting.
The voting procedure is as follows:
- Members must be notified that voting will take place at a specific meeting at least 14 days before the meeting. The notification must include details of the motions that are to be presented.
- Any member can propose a motion, but this has to be presented, in writing, to the Management Board that will then schedule a voting meeting within a reasonable time.
- The quorum for any voting meeting is 10% of the total number of voting members.
- A vote by proxy is only allowed during Management Board elections.
- A simple majority of the quorum will carry the vote.
- In the event of a deadlock, the Chair (or designate) can cast an additional vote to achieve simple majority.
10. Management Board and Working Committees
10.1 The Role of the Management Board
The Management Board is responsible to the members of the itSMF for the planning, organizing, leadership and control of the organization according to the charter. Direction is provided by itSMF International and the decisions taken by a majority vote of its members. They act as stewards of the finances and trust placed in them by the members. At the same time, they are responsible for maintaining a vision of ITSM for the IT industry in Canada, and making this vision accessible to all its members.
The Management Board is elected every two years; the election takes place immediately following an Annual General Meeting (AGM). Therefore, the Management Board as a whole must strive to gain recognition for ITSM as a professional practice, approach and standard.
The role of the Management Board is to ensure that:
- The corporation complies with its stated objectives and business strategy.
- Business Plans exist and are adhered to.
- Budgets are duly approved.
- Directors, managers and representatives report back as required.
- Compliance with approved plans and budgets is ensured.
- Due diligence is done to inform and report to members.
10.2 Composition of the Management Board
No more than one member of any organization may hold a post on the Management Board at any one time. This is to prevent any party with vested interests taking a controlling position. Any member, however, is entitled to attend Management Board meetings. The Management Board is also free to consult with any number of people from the same organization.
Although the composition of the Management Board may vary according to circumstance, the following posts are the minimum that must be held:
| Chair | Director |
| Vice-Chair | Director |
| Treasurer | Director |
| Secretary | Director |
The following sub-committee posts have regular standing on the Management Board:
| Marketing and PR Manager |
| Event Manager |
10.2.1 Chair
The roles and responsibilities of the Chair are:
- To chair Management Board meetings.
- To chair the AGM and any extraordinary voting meetings.
- To ensure that the actions of itSMF Inc. and the Management Board are consistent with the objectives of the organization.
- To maintain an active liaison with the Management Board of itSMF International.
- To maintain an active liaison with the Management Boards of other national itSMF organizations.
- To co-ordinate the setting of strategic and tactical direction and objectives for the organization.
- To co-ordinate the activities of the various Management Board functions and Working Committees.
- To be independent of any interest group and to act in an impartial manner at all times.
10.2.2 Vice-Chair
The roles and responsibilities of the Vice-Chair are:
- To act as Chair in the Chair's declared absence or temporary non-availability.
- To represent users' views and interests.
- To present to the Management Board any required papers and/or proposals on the professional conduct of officers and members.
10.2.3 Secretary
The roles and responsibilities of the Secretary are:
- To ensure that all-legal requirements of the organization are complied with.
- To maintain a record of all the meetings, decisions and initiatives undertaken by the Management Board.
- To maintain the membership records of itSMF Inc.
- To organize Management Board meetings, the AGM and extraordinary voting meetings and to notify the required attendees.
- To co-ordinate, and represent at the Management Board level, the activities of any Working Committee related to the Secretarial function.
- To ensure that ITSM is included as a professional qualification in industry-recognized education and training curricula.
- To catalogue products and services related to ITSM and to increase members' awareness of them.
- To maintain a set of documented standards for ITSM professionals in Canada.
- To monitor any breach of these standards from individual members or member organizations.
10.2.4 Treasurer
The roles and responsibilities of the Treasurer are:
- To maintain the financial records of itSMF Inc.
- To uphold the financial integrity of the organization.
- To advise the Management Board on financial matters.
- To ensure that expenditures are in accordance with decisions made by the Management Board.
- To generate an itSMF budget.
- To review Annual Plans and expenditures against budgets at least quarterly and to inform the Management Board of any changes or variations.
- To ensure there are sufficient funds to cover day-to-day running costs plus a contingency reserve enough to cover six months annual running costs.
- To ensure that funds are put to the best and most profitable use.
- To present the financial statements at the AGM.
- To liaise with the chosen accountant and/or auditor of financial activities.
- To liaise with the chosen financial institution.
10.2.5 Marketing and PR Manager
The roles and responsibilities of this position are:
- To plan and execute marketing initiatives aimed at increasing membership and/or raising the profile of itSMF Inc.
- To maintain the organization's web site.
- To develop and to maintain a marketing database.
- To keep members advised of all events and initiatives planned by the Management Board and working committees.
- Liaise with the Event Manager and any other Working Committee related to this function.
- To ensure development of all promotional materials, including materials for seminars, conferences and to ensure compliance to the agreed corporate identity.
10.2.6 Event Manager
The roles and responsibilities of the Event Manager are:
- To arrange all itSMF events, other than those specified under the Secretarial function.
- To review suitability of any related events held elsewhere for the Canadian marketplace.
- To plan for future events so as to ensure appropriate venues and programs.
- To provide feedback to the Marketing Manager on any pertinent information gathered at Events or as a consequence thereof.
- To arrange for speakers and catering as required.
- To notify all members of upcoming events in conjunction with the Marketing and PR Manager.
- To liaise with the Treasurer for all expenses and income related to events.
10.3 Election of the Management Board
Members at an AGM elect the Management Board for a period of two years. Voting will take place according to the following process:
- The AGM is open to all members and is held during the Annual Conference.
- Only paid-up itSMF members may stand for election.
- The AGM agenda will, at a minimum, include reports from the Chair and Treasurer.
- In extreme circumstances the Management Board may call an Extraordinary General Meeting. In such circumstances the rules governing the AGM will apply.
- Candidates do not have to be present at the AGM, but they must indicate in writing to the Chair their willingness to stand for election.
- Nominations are proposed and seconded by members. Members are specifically nominated for each position on the Management Board.
- Members who do not attend the meeting may vote by proxy.
- Each voting member completes a voting slip by selecting one name for each position from the list of nominees for that position.
- The votes are counted and the results announced at the end of the meeting.
- A formal hand over of all responsibilities, documents and correspondence must take place within one (1) week of the elections, and the new Management Board must meet within two (2) weeks of the elections. If the old Management Board is re-elected, this rule is not applicable.
10.4 Working Committees
Members of the Management Board may, with the approval of the Management Board, form a Working Committee to assist them in any aspect of their roles and duties. These committees do not have voting rights on the Management Board and may not implement any initiative or action that falls outside the scope approved by the Management Board. There is no limit on the number of members of a Working Committee. A Working Committee can be an ad hoc organization or a permanent body.
10.5 Remuneration and Expenses Clause
The Management Board positions and the membership of Working Committees are filled on a voluntary basis. There is no remuneration for membership in either body. No person shall derive direct personal financial benefit from a role on the Management Board or Working Committee. Legitimate expenses or the provisions of goods and/or services supplied under normal commercial trading practices do not fall under this clause.
11. Final provisions
11.1 Changes to the Charter
It is understood that operational pressures and a changing IT industry may require modifications to the organization of the Charter. However, the Charter may only be changed by a majority vote of a quorum of voting members. Changes must be made to the original document and a new copy distributed to all members at the next AGM.
11.2 Availability and circulation
This Charter will be available to all members and to the interested public upon request.