BY-LAW NO. 1
A by-law relating generally to the conduct of the affairs of
CANADIAN HEMATOLOGY SOCIETY /
SOCIÉTÉ CANADIENNE D’HÉMATOLOGIE
TABLE OF CONTENTS
BE IT ENACTED as a by-law of the Corporation as follows:
SECTION 1 – GENERAL
- In this by-law and all other by-laws of the Corporation, unless the context otherwise requires:“Act” means the Canada Not-for-profit Corporations Act S.C. 2009, c.23 including the Regulations made pursuant to the Act, and any statute or regulations that may be substituted, as amended from time to time;
- “Articles” means the original or restated articles of incorporation or articles of amendment, amalgamation, continuance, reorganization, arrangement or revival of the Corporation;
- “Board” means the Board of directors of the Corporation and “director” means a member of the Board;
- “By-law” means this by-law and any other by-laws of the Corporation as amended and which are, from time to time, in force and effect;
- “Meeting of members” includes an Annual Meeting of members or a special meeting of members; “special meeting of members” includes a meeting of any class or classes of members and a special meeting of all members entitled to vote at an Annual Meeting of members;
- “Ordinary resolution” means a resolution passed by a majority (for example more than 50%) of the votes cast on that resolution;
- “Proposal” means a proposal submitted by a member of the Corporation that meets the requirements of section 163 (Shareholder Proposals) of the Act;
- “Regulations” means the regulations made under the Act, as amended, restated or in effect from time to time; and
- “Special resolution” means a resolution passed by a majority of not less than two-thirds (2/3) of the votes cast on that resolution.
In the interpretation of this by-law, words in the singular include the plural and vice-versa, words in one gender include all genders, and “person” includes an individual, body corporate, partnership, trust and unincorporated organization.
Other than as specified in 1.01 above, words and expressions defined in the Act have the same meanings when used in these by-laws.
1.03 Corporate Seal
The Corporation may have a corporate seal in the form approved from time to time by the Board. If a corporate seal is approved by the Board, the secretary of the Corporation shall be the custodian of the corporate seal.
1.04 Execution of Documents
Deeds, transfers, assignments, contracts, obligations and other instruments in writing requiring execution by the Corporation shall be signed by the President, the Secretary-Treasurer, or as the Board of directors may from time to time direct as to the manner in which and the person or persons by whom a particular document or type of document shall be executed. Any person authorized to sign any document may affix the corporate seal (if any) to the document. Any signing officer may certify a copy of any instrument, resolution, by-law or other document of the Corporation to be a true copy thereof.
1.05 Financial Year End
The financial year end of the Corporation shall be the calendar year unless otherwise determined by the Board of Directors.
1.06 Banking Arrangements
The banking business of the Corporation shall be transacted at such bank, trust company or other firm or Corporation carrying on a banking business in Canada or elsewhere as the Board of directors may designate, appoint or authorize from time to time by resolution. The banking business or any part of it shall be transacted by the President, The Secretary-Treasurer, or such officer or officers of the Corporation and/or other persons as the Board of directors may by resolution from time to time designate, direct or authorize.
1.07 Annual Financial Statements
The Corporation may, instead of sending copies of the annual financial statements and other documents referred to in subsection 172(1) (Annual Financial Statements) of the Act to the members, publish a notice to its members stating that the annual financial statements and documents provided in subsection 172(1) are available at the registered office of the Corporation and any member may, on request, obtain a copy free of charge at the registered office or by prepaid mail.
1.08 Representation to outside Organizations
Any representative of the Corporation to outside organizations shall Be Appointed by the Executive Committee and shall be required to report in writing to the Executive Committee the proceedings of any meetings they attend on behalf of the Corporation.
SECTION 2 – MEMBERSHIP – MATTERS REQUIRING SPECIAL RESOLUTION
2.01 Membership Conditions
Subject to the articles, there shall be four classes of members in the Corporation, namely, Active Members, Associate Members, Honorary Members, Emeritus Members.
Active Members shall be physicians, researchers and other health care workers engaged in the practice of clinical or laboratory hematology in Canada or Canadian physicians engaged in such practice or persons with university degrees making continuing contributions to research in physiology or pathology in hematology in Canada. In appropriate cases, the requirement for a university degree or other qualification may be waived if the opinion of the Executive Committee the candidate is making significant continuing contributions to science. Only Active Members shall vote, hold office and pay dues. Applications for Active Membership shall be made electronically or on paper by the submission of the application form to the Secretary-Treasurer or such other person designated by the Executive Committee which shall review the application and if acceptable to the Executive Committee it shall recommend the applicant for election as an active member at the next Annual Meeting of the Corporation. Election to membership shall be by a majority ballot of the Active Members at the Annual Meeting and successful candidates will be notified of election to membership Corporation following the Annual Meeting at which such election place.
Fellows – in – Training may apply to be associate members of the Corporation. Such application will be on the authorized application form, and the program director should be a sponsor. Associate members hold all privileges of the Corporation except payment of dues or voting at the annual general meeting. Associate members are expected to become Active Members upon completion of training
Emeritus Members are those Active Members who have requested and been granted to transfer their membership from Status of Active Member to Emeritus Member upon reaching the age of 65 years The Board of directors of the Corporation may, by resolution, approve the admission of the members of the Corporation. Members may also be admitted in such other manner as may be prescribed by the Board by resolution. The following conditions of membership shall apply:
Pursuant to subsection 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendments to this section of the by-laws if those amendments affect membership rights and/or conditions described in paragraphs 197(1)(e), (h), (l) or (m).
2.02 TERMINATION OF MEMBERSHIP
A member may terminate his membership by letter of resignation which shall be submitted to the Executive Committee which shall notify the acceptance thereof by the Executive Committee by letter to the member and the acceptance of resignation shall be presented to the members at the next Annual Meeting .
Membership of a member shall terminate in the event that his dues fall into arrears for more than two years feeling payment thereof after notice by registered mail. Such termination may be revoked upon a member making payment of the arrears plus the current year’s dues within one year of revocation.
Upon any member failing to maintain any qualifications for membership described in Section 2.01 of these by-laws or being struck from the register for cause by the appropriate licensing medical authority membership shall be automatically terminated.
The Corporation is liquidated or dissolved under the Act.
2.03 Discipline of Members
The Board shall have authority to suspend or expel any member from the Corporation for any one or more of the following grounds:
- Violating any provision of the articles, by-laws, or written policies of the Corporation;
- Carrying out any conduct which may be detrimental to the Corporation as determined by the Board in its sole discretion;
- For any other reason that the Board in its sole and absolute discretion considers to be reasonable, having regard to the purpose of the Corporation.
In the event that the Board determines that a member should be expelled or suspended from membership in the Corporation, the President, or such other officer as may be designated by the Board, shall provide twenty (20) days notice of suspension or expulsion to the member and shall provide reasons for the proposed suspension or expulsion. The member may make written submissions to the President, or such other officer as may be designated by the Board, in response to the notice received within such twenty (20) day period. In the event that no written submissions are received by the President, the President, or such other officer as may be designated by the Board, may proceed to notify the member that the member is suspended or expelled from membership in the Corporation. If written submissions are received in accordance with this section, the Board will consider such submissions in arriving at a final decision and shall notify the member concerning such final decision within a further twenty (20) days from the date of receipt of the submissions. The Board’s decision shall be final and binding on the member, without any
Subject to the articles, upon any termination of membership, the rights of the member, including any rights in the property of the Corporation, automatically cease to exist.
2.04 Annual Dues
The annual dues of Active Members shall be determined by the Executive Committee from time to time and approved at the Annual Meeting of the Corporation and shall be paid on or before the 31st day of January each year for the calendar year then due. Associate and emeritus members shall be exempt from annual dues and other assessments.
SECTION 4 – MEETINGS OF MEMBERS
4.01 Notice of Meeting of Members
Notice of the time and place of a meeting of members shall be given to each member entitled to vote at the meeting by the following means:
- by mail, courier or personal delivery to each member entitled to vote at the meeting, during a period of 21 to 60 days before the day on which the meeting is to be held; or
- By telephonic, electronic or other communication facility to each member entitled to vote at the meeting, during a period of 21 to 35 days before the day on which the meeting is to be held.
Pursuant to subsection 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendment to the by-laws of the Corporation to change the manner of giving notice to members entitled to vote at a meeting of members.
4.02 Absentee Voting by Mail Ballot
Pursuant to section 171(1) (Absentee Voting) of the Act, a member entitled to vote at a meeting of members may vote by mailed-in ballot if the Corporation has a system that:
- enables the votes to be gathered in a manner that permits their subsequent verification, and
- Permits the tallied votes to be presented to the Corporation without it being possible for the Corporation to identify how each member voted.
Pursuant to subsection 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendment to the by-laws of the Corporation to change this method of voting by members not in attendance at a meeting of members.
4.03 Persons Entitled to be Present
The only persons entitled to be present at a meeting of members shall be those entitled to vote at the meeting, the directors and the public accountant of the Corporation and such other persons who are entitled or required under any provision of the Act, articles or by-laws of the Corporation to be present at the meeting. Any other person may be admitted only on the invitation of the chair of the meeting or by resolution of the members.
4.02 Chair of the Meeting
In the event that the President and the Vice President are absent, the members who are present and entitled to vote at the meeting shall choose one of their numbers to chair the meeting.
A quorum at any meeting of the members (unless a greater number of members are required to be present by the Act) shall be 15 Active Members of the Corporation at the meeting. If a quorum is present at the opening of a meeting of members, the members present may proceed with the business of the meeting even if a quorum is not present throughout the meeting.
4.04 Votes to Govern
At any meeting of members every question shall, unless otherwise provided by the articles or by-laws or by the Act, be determined by a majority of the votes cast on the question. In case of an equality of votes either on a show of hands or on a ballot or on the results of electronic voting, the chair of the meeting in addition to an original vote shall have a second or casting vote.
4.05 Annual Meeting
There shall be an Annual Meeting of the Corporation, the date and place to be determined at the preceding Annual Meeting by the members.
The Annual Meeting shall be held in conjunction with the Annual Meeting of the American Society of Hematology or the annual scientific and educational meeting of the Canadian Hematology Society or as otherwise directed by the Executive Committee who shall make all reasonable efforts to ensure that the Corporation is represented on the scientific program committee of those organizations.
SECTION 5 – DIRECTORS
5.01 Election and Term
Subject to the articles, the members will elect the directors at the first meeting of members and at each succeeding Annual Meeting at which an election of directors is required, and the directors shall be elected to hold office for a term expiring not later than the close of the third Annual Meeting of members following the election.
SECTION 6 – MEETINGS OF DIRECTORS
6.01 Calling of Meetings
Meetings of the Board may be called by the President or Vice President or any two (2) directors at any time; provided that, for the first organization meeting following incorporation, such meeting may be called by any director or incorporator. If the Corporation has only one director, that director may call and constitute a meeting.
6.02 Notice of Meeting
Notice of the time and place for the holding of a meeting of the Board shall be given to every director of the Corporation not less than 7 days before the time when the meeting is to be held by one of the following methods:
- delivered personally to the latest address as shown in the last notice that was sent by the Corporation in accordance with section 128 (Notice of directors) or 134 (Notice of change of directors);
- mailed by prepaid ordinary mail to the director’s address as set out in (a);
- by telephonic, electronic or other communication facility at the director’s recorded address for that purpose; or
- By an electronic document in accordance with Part 17 of the Act.
Notice of a meeting shall not be necessary if all of the directors are present, and none objects to the holding of the meeting, or if those absent have waived notice of or have otherwise signified their consent to the holding of such meeting. Notice of an adjourned meeting is not required if the time and place of the adjourned meeting is announced at the original meeting. Unless the by-law otherwise provides, no notice of meeting need specify the purpose or the business to be transacted at the meeting except that a notice of meeting of directors shall specify any matter referred to in subsection 138(2) (Limits on Authority) of the Act that is to be dealt with at the meeting.
6.03 Regular Meetings
The Board may appoint a day or days in any month or months for regular meetings of the Board at a place and hour to be named. A copy of any resolution of the Board fixing the place and time of such regular meetings of the Board shall be sent to each director forthwith after being passed, but no other notice shall be required for any such regular meeting except if subsection 136(3) (Notice of Meeting) of the Act requires the purpose thereof or the business to be transacted to be specified in the notice.
6.04 Votes to Govern
At all meetings of the Board, every question shall be decided by a majority of the votes cast on the question. In case of an equality of votes, the chair of the meeting in addition to an original vote shall have a second or casting vote.
The Board may from time to time appoint any committee or other advisory body, as it deems necessary or appropriate for such purposes and, subject to the Act, with such powers as the Board shall see fit. Any such committee may formulate its own rules of procedure, subject to such regulations or directions as the Board may from time to time make. Any committee member may be removed by resolution of the Board of directors.
6.06 Parliamentary Procedure
The rules contained in Roberts Rules of Order (Current Edition) shall govern the proceedings of meetings of the Corporation in all cases to which they are applicable and in which they are not in conflict with the express provisions of these bylaws.
6.07 Head Office
The Head Office of the Corporation shall be located at the city of Ottawa in the Province of Ontario.
SECTION 7 – ORGANIZATION
7.01 Nominating Committee
The nominating committee of the Corporation shall comprise the Past President who shall be chair, and two Active Members- at- large elected or chosen by the Executive Committee at or before the previous Annual Meeting of the Corporation. The two elected members shall serve for a term of two years.
During the year prior to election, the nominating committee shall prepare a slate of nominees for officers and members of the nominating committee, or for the office of Secretary-Treasurer, for nomination at the next Annual Meeting. The consent of nominees shall be obtained before including their names on the slate.
The report of the nominating committee shall be submitted to the Executive Committee in time to permit circulation of the slate of nominees to the members at least one month before the Annual Meeting. Further nominations may be submitted to the Secretary-Treasurer if signed by five active members accompanied by the written consent of the nominee.
Elections shall be by show of hands or by acclamation at the Annual Meeting, or by mail and secret ballot at least two weeks prior to the Annual Meeting. Scrutinisers, if necessary, shall be appointed by the President.
The executive is to be elected by acclamation rather than by a secret ballot being carried out if no candidates other than those put forward by the nominating committee are nominated.
The nominee receiving a majority of the favorable votes of the Active Members at an Annual Meeting shall be considered elected to the office for which he was nominated.
Elections for the offices of President and Vice President and for two members of the nominating committee shall be held every two years. Election of the Secretary-Treasurer shall be held every three years
7.01 ELIGIBILITY FOR OFFICE AND TERMS OF OFFICE
The President, on retiring from office, shall be the Past President, and shall retain this position until such time as a new Past President succeeds, but for not more than two terms of office. The term of office of the Past President shall be two years. The Past President shall be a member of the Executive Committee and chair of the nominating committee and such other committees as may be requested by the President
The President shall be an active member who in the past has served not more than two terms in any office of the Executive Committee. The term of office of the President shall be two years. The President is the chief executive officer and shall act as chair of the Executive Committee and the Annual Meeting and ex officio is a member of all special committees if any and the Advisory Council. Each year the President shall prepare a written President’s Annual Report on the affairs of the society which shall be presented at the Annual Meeting in which shall include a summary of the annual report of the Secretary-Treasurer and summaries of reports of chairs of committees.
The Vice President shall be an active member and a member of the Executive Committee, shall act as chair of the Advisory Council shall assist the President in all matters at the request of the President and in the event that the President is unable to act for any reason whatsoever shall assume the duties and responsibilities of the President. The Vice President’s term of office shall be two years.
Secretary-Treasurer shall be an active member. The term of office of Secretary-Treasurer shall be three years. He shall be a member of the Executive Committee and the Advisory Council. He shall attend and be the secretary of all meetings of the Board, members and committees of the Board. The secretary shall enter or cause to be entered in the Corporation’s minute book, minutes of all proceedings at such meetings; the secretary shall give, or cause to be given, as and when instructed, notices to members, directors, the public accountant and members of committees; the secretary shall be the custodian of all books, papers, records, documents and other instruments belonging to the Corporation. He shall prepare each year a written report on membership and the financial affairs of the Corporation including a financial statement. He shall distribute minutes of the Annual Meeting to all members. Each year or every second year, the Secretary-Treasurer shall facilitate the appointment of an independent officer in the presentation of the auditor’s report to the Canadian Hematology Society.
No member shall hold two elected offices simultaneously.
Should a vacancy occur among the officers of the Corporation or among the members of the nominating committee, the Executive Committee shall be empowered to name a successor who shall fill the office and act until the next Annual Meeting at which the office would ordinarily be filled by election in accordance with these bylaws.
7.03 Executive Committee
The Executive Committee shall be composed of the President, vice President, Secretary-Treasurer and past President.
It shall be the administrative body of the Corporation and shall conduct the affairs of the Corporation between Annual Meetings of the Active Members and shall implement the policies passed at such Annual Meeting s. It shall have the power to appoint and convene an Advisory Council and appoint such other special committees as it considers desirable. This shall include the appointment of special committees to investigate and report on specific problems which it deems to be of concern to the membership and in relation thereto shall determine the size and composition of a special committee; it’s specific terms of reference and duties; and provide for its dissolution following completion of its duties and acceptance of its report. The President shall be an ex officio member of all special committees.
The Chair of the Royal College of Physicians and Surgeons of Canada’s Specialty Committee of Hematology, the Chair of the Hematological Pathology of the R.C.P.S.C. and one Canadian Councillor of the American Society of Hematology shall be members of the Executive Committee ex officio.
The Executive Committee shall:
Designate the representatives of the Corporation to outside organizations;
Review and assess all applications for membership and shall receive and consider the reports of the Nominating Committee and such special committees as it has appointed;
Propose to the membership at the Annual Meeting the date and place of the next Annual Meeting and shall be responsible for its arrangement or shall appoint a special committee to take responsibility for such arrangements;
The Executive Committee, as such, shall not receive any stated remuneration for their services, but by resolution of the Executive Committee, expenses of their attendance may be allowed for their attendance at each regular or special meeting of the Executive Committee.
The quorum for transacting business at meetings of the Executive Committee shall be three (3).
SECTION 8 – NOTICES
8.01 Method of Giving Notices
Any notice (which term includes any communication or document) to be given (which term includes sent, delivered or served), other than notice of a meeting of members or a meeting of the Board of directors, pursuant to the Act, the articles, the by-laws or otherwise to a member, director, officer or member of a committee of the Board or to the public accountant shall be sufficiently given:
- if delivered personally to the person to whom it is to be given or if delivered to such person’s address as shown in the records of the Corporation or in the case of notice to a director to the latest address as shown in the last notice that was sent by the Corporation in accordance with section 128 (Notice of directors) or 134 (Notice of change of directors); or
- if mailed to such person at such person’s recorded address by prepaid ordinary or air mail; or
- if sent to such person by telephonic, electronic or other communication facility at such person’s recorded address for that purpose; or
- If provided in the form of an electronic document in accordance with Part 17 of the Act.
A notice so delivered shall be deemed to have been given when it is delivered personally or to the recorded address as aforesaid; a notice so mailed shall be deemed to have been given when deposited in a post office or public letter box; and a notice so sent by any means of transmitted or recorded communication shall be deemed to have been given when dispatched or delivered to the appropriate communication company or agency or its representative for dispatch. The secretary may change or cause to be changed the recorded address of any member, director, officer, public accountant or member of a committee of the Board in accordance with any information believed by the secretary to be reliable. The declaration by the secretary that notice has been given pursuant to this by-law shall be sufficient and conclusive evidence of the giving of such notice. The signature of any director or officer of the Corporation to any notice or other document to be given by the Corporation may be written, stamped, type-written or printed or partly written, stamped, type-written or printed.
8.02 Invalidity of any provisions of this by-law
The invalidity or unenforceability of any provision of this by-law shall not affect the validity or enforceability of the remaining provisions of this by-law.
8.03 Omissions and Errors
The accidental omission to give any notice to any member, director, officer, member of a committee of the Board or public accountant, or the non-receipt of any notice by any such person where the Corporation has provided notice in accordance with the by-laws or any error in any notice not affecting its substance shall not invalidate any action taken at any meeting to which the notice pertained or otherwise founded on such notice.
SECTION 9 – DISPUTE RESOLUTION
9.01 Mediation and Arbitration
Disputes or controversies among members, directors, officers, committee members, or volunteers of the Corporation are as much as possible to be resolved in accordance with mediation and/or arbitration as provided in Section 9.02 of this by-law.
9.02 Dispute Resolution Mechanism
- The dispute or controversy shall first be submitted to a panel of mediators whereby the one party appoints one mediator, the other party (or if applicable the Board of the Corporation) appoints one mediator, and the two mediators so appointed jointly appoint a third mediator. The three mediators will then meet with the parties in question in an attempt to mediate a resolution between the parties.
- The number of mediators may be reduced from three to one or two upon agreement of the parties.
- If the parties are not successful in resolving the dispute through mediation, then the parties agree that the dispute shall be settled by arbitration before a single arbitrator, who shall not be any one of the mediators referred to above, in accordance with the provincial or territorial legislation governing domestic arbitrations in force in the province or territory where the registered office of the Corporation is situated or as otherwise agreed upon by the parties to the dispute. The parties agree that all proceedings relating to arbitration shall be kept confidential and there shall be no disclosure of any kind. The decision of the arbitrator shall be final and binding and shall not be subject to appeal on a question of fact, law or mixed fact and law.
- All costs of the mediators appointed in accordance with this section shall be borne equally by the parties to the dispute or the controversy. All costs of the arbitrators appointed in accordance with this section shall be borne by such parties as may be determined by the arbitrators.
SECTION 10 – EFFECTIVE DATE
10.01 Effective Date
Subject to matters requiring a special resolution, this by-law shall be effective when made by the Board.