The name of this organization shall be the Association of Academic Professionals in Obstetrics and Gynaecology of Canada - L'Association des académiciens professionels en obstétrique-gynécologie du Canada.
The purpose of this Association is to ensure excellence and relevance in professional medical education, research and practice in Canada providing Canadians with the best reproductive and family health.
The head office of the Association shall be located in the city of Ottawa in the province of Ontario. The Association may by resolution establish other offices elsewhere in Canada as it deems necessary.
The seal of The Association of Professors of Obstetrics and Gynaecology of Canada, an impression of which is stamped in the margin hereof, shall be the official seal of the Association. The Executive Director shall be responsible for the custody of the seal.
Each Department of Obstetrics and Gynaecology at each of the approved Canadian faculties of medicine will pay an annual departmental membership fee which entitles all full and part-time faculty of each department to voting privileges and the right to attend all meetings of the membership.
All full and part-time faculty involved in the education and training of Obstetrics and Gynaecology, with or affiliated with an approved Canadian faculty of medicine, whose annual departmental membership dues have been paid, are Departmental Members in the Association.
Any person involved in the education and training of Obstetrics and Gynaecology may be eligible to become an Individual Member entitling this person to supplementary benefits as defined in the “Membership Guidelines” if the following criteria are met:
Completion of the “Membership Application Form” signed by a Department Chair or Program Director in good standing.
Approval by the Executive Council.
Payment of an annual membership fee.
Every Departmental or Individual Member shall be entitled to one vote at each meeting.
Any Department of Obstetrics and Gynaecology at any of the approved Canadian faculties of medicine may withdraw from the Association by delivering to the Association a written resignation and lodging a copy of the same with the Executive Director of the Association.
Any Department of Obstetrics and Gynaecology at any of the approved Canadian faculties of medicine or any individual member may be required to resign by a majority vote of the Board of Directors after giving at least 30 days notice of the proposed action and the opportunity to be heard at such meeting.
The Executive Council shall consist of the following officers:
The President who shall be administrative head of an academic department of Obstetrics and Gynaecology
The President-Elect who shall be administrative head of an academic department of Obstetrics and Gynaecology
The Secretary-Treasurer
The immediate Past-President
The terms of office for the above mentioned officers will be as follows:
The President shall serve a 2 year term.
The President-Elect shall be elected to a 2 year term.
The Secretary-Treasurer shall be elected for a 3 year term.
The immediate Past-President shall serve a 2 year term.
The duties of the above mentioned officers will be as follows:
President
1)To preside at all Board and Business meetings of the Association 2)To enforce rules of order and decorum in all deliberations 3)To appoint ad-hoc committees 3)To cast a deciding vote if necessary 5)To foster external relations with affiliate societies through council interactions 6)To approve the proceedings of each of the meetings 7)To participate in meetings of the Executive Council 8)To serve as co chair of the MYM Program Planning Committee
President-Elect
1) To preside in the absence of the President 2) To enforce rules of order and decorum in all deliberations 3) To participate in meetings of the Executive Council 4) To serve as chair of the Fundraising Committee
Secretary-Treasurer
1)To ensure that a true and correct record of the proceedings of the meetings is kept 2)To ensure that a register of the members is maintained 3)To obtain a professional audit of the Association books on an annual basis 4)To present the financial status of the Association to the membership annually 5)To revise and approve the annual budget 6)To participate in meetings of the Executive Council 7)To serve as co chair of the AGM Program Planning Committee 8)To serve as co chair of the Fundraising Committee
Past-President
1)To serve as chair of the Nominating Committee 2)To serve as chair of the AGM Program Planning Committee 3)To participate in meetings of the Executive Council
The Executive Council shall have governing authority to make any decision with respect to the management of the affairs for the Association which are non-binding to members of the Association.
Any action so taken by the Executive Council which binds members will be subject to the approval of the majority of the Board and will require consensus by the membership at the next meeting by way of a quorum.
The President-Elect and the Secretary-Treasurer of the Association shall be elected with a majority vote at a meeting of the membership from the nominees proposed by the Nominating Committee.
Upon the expiration of their respective terms of office:
The President shall assume the office of immediate Past-President
The President-Elect shall assume the office of the President
Officers shall be subject to removal by resolution of the Board of Directors at any time, with or without cause.
There shall be a Board of Directors for the Association, consisting of the following directors:
The President
The President-Elect
The Secretary-Treasurer
The immediate Past President
The Chairs of each Standing Committee
The Chair of the SOGC Junior Members Committee
Two representatives elected for a 2 year non renewable term from the membership-at-large
Ex-Officio Members (without voting rights):
The Chair of the Royal College Specialty Committee for Obstetrics and Gynaecology
The President or Designate of the Society of Obstetricians and Gynaecologists of Canada
The President or Designate of the Association of Professors of Gynecology and Obstetrics
The Chairs of the Standing Committees and the two (2) members-at-large shall be elected with a majority vote by the members present at the annual meeting from the nominees proposed by the Nominating Committee.
The Chair of the SOGC Junior Members Committee and all Ex-Officio Members become directors by nature of their position within their respective organizations.
The Board shall meet at the call of the President or any other two members of the Board.
The Board shall receive resolutions and make recommendations concerning them to the membership at the next meeting of the Association.
The Board may receive and act upon all correspondence concerning the Association and shall be responsible for disseminating among the members information contained in such correspondence or in other sources.
The Board may designate individual members to represent the Association at meetings of interest to the Association.
A majority of directors in office, from time to time, but no less than two directors, shall constitute a quorum for meetings of the Board of Directors.
The office of director shall be automatically vacated:
if at a special general meeting of members, a resolution is passed by three quarters (3/4) of the members present at the meeting that he / she be removed from office
if a director has resigned his / her office by delivering a written resignation to the Secretary-Treasurer of the Association
if he / she is found to be mentally incompetent
if he / she becomes bankrupt or suspends payment or compounds with his / her creditors
on death
The service of a board member may be terminated upon majority vote of the board following a suspension of duties or leave of absence extending beyond a six month period.
In the event a vacancy occurs on the Board of Directors, the President or his successor shall make an appointment to fill the vacancy, subject to the approval of the majority of the Board, until the next meeting of the membership.
The directors shall serve as such without remuneration and no director shall directly or indirectly receive any profit from his position as such provided that a director may be paid reasonable expenses incurred by him in the performance of his duties.
The Board of Directors is hereby authorized, from time to time
To borrow money upon the credit of the corporation, from any bank, corporation, firm or person, upon such terms, covenants and conditions at such times, in such sums, to such an extent and in such manner as the board of directors in its discretion may deem expedient
To limit or increase the amount to be borrowed
To issue or cause to be issued bonds, debentures or other securities of the corporation and to pledge or sell the same for such sums, upon such terms, covenants and conditions and at such prices as may be deemed expedient by the board of directors
To secure any such bond, debentures or other securities, or any other present or future borrowing or liability of the company, by mortgage, hypothec, charge or pledge of all or any currently owned or subsequently acquired real and personal, movable and immovable, property of the corporation, and the undertaking and rights of the corporation.
The Association may employ an Executive Director by way of written employment agreement approved by resolution of the Board.
The Executive Director shall be employed for such term and shall receive such benefits and remuneration as set out in the written employment agreement and shall conform to all lawful orders given by the Board of Directors of the Association.
The Executive Director shall supervise the day-to-day operations and administration of the Association under the guidance of the Board of Directors.
Every director of the corporation and their heirs, executors and administrators, and estate and effects, respectively, shall from time to time and at all times, be indemnified and saved harmless out of the funds of the corporation, from and against
all costs, charges and expenses which such director sustains or incurs in or about any action, suit or proceedings which is brought, commenced or prosecuted against him, or in respect of any act, deed, matter of thing whatsoever, made, done or permitted by him, in or about the execution of the duties of his office or in respect of any such liability
all other costs, charges and expenses which he sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by his own wilful neglect or default.
The Association shall meet twice annually and the meetings, consisting of a meeting of the Board and the Association, shall be known as the following:
Annual General Meeting (AGM)
Mid Year Meeting (MYM)
The time and place of each meeting of the Association will be determined by the Board of Directors and written notification will be given at least 30 days prior to such meeting.
A properly convened meeting which includes representatives of 50% of the departments shall constitute a quorum.
All questions before the Association shall be resolved by a vote of the members present at any meeting.
A majority of the votes cast by the members present and carrying voting rights shall determine the questions in meetings except where the vote or consent of a greater number of members is required by the Canadian Corporation Act Part II dated March 2002 or these Bylaws.
Interim meetings of the Board, Executive Council, and Standing Committees may be deemed necessary at any date and time with the stipulation that reasonable attempts are made to provide as much advanced notification as possible.
It is the responsibility of each Standing Committee to keep a true and accurate record of the meeting proceedings. Proceedings must be approved by both the Executive Director and Committee Chair.
The National Office must receive a copy of all proceedings of any meeting for central filing.
All policy development requests should be submitted through the Executive Director for presentation to the Executive Council.
The Executive Council names an administrator to coordinate the development of a policy. The coordinating administrator forms a working group to develop draft policy for recommendation to the Board. The working group consults with others as needed and develops a draft policy statement with accompanying rationale. The draft policy is presented to the Board for consideration and implemented by majority vote.
An AGM Program Planning Committee consisting of Past-President (Chair), Secretary-Treasurer and a representative from each Standing Committee shall prepare the program for the annual general meeting of the Association.
A MYM Program Planning Committee consisting of the President and Executive Director shall prepare the program for the mid year meeting of the Association.
A Nominating Committee of four shall include the immediate Past President, both members-at-large who sit on the Board of Directors, and one additional member from the Association-at-large who will be nominated to the position for a two year, non renewable term by the membership. Duties of this committee are as follows:
To solicit input from members of the Board.
To put forth names of candidates to the Board.
To discuss candidature with the nominees.
To submit to the membership candidates for Board.
To submit to the membership candidates for the title of Chair and Vice-Chair for each Standing Committee on recommendation from the Committee Chairs.
A Fundraising Committee of five shall consist of the President-Elect (Chair), Secretary-Treasurer (Co-Chair), Executive Director and two additional members from the Association-at-large who will be nominated to the position for a two year renewable term. Duties of this committee are as follows:
To devise fundraising strategies and initiatives.
To foster external relations with existing and potential sponsors
To solicit funding from various sources for ongoing and project specific support.
There will be five Standing Committees Department Chairs, Undergraduate Education, Postgraduate Education, Research and a Joint Committee of Subspecialties. Each committee will have a Chair, a Vice-Chair and, in addition, one representative from each school, one of whom may be the Chair or Vice-Chair. The Chair and Vice-Chair will be elected at the annual general meeting on recommendation of both the current committee chair and the Nominating Committee for a two year term renewable once.
One representative from the SOGC Junior Members Committee shall be appointed to each of the following Standing Committees by nature of their position on said committee:
A professional financial audit of the Association's book will be performed on an annual basis for presentation to the Board and Association at the Annual General Meeting.
The members shall at each annual meeting appoint an auditor to audit the account of the Association. remuneration of the auditor shall be fixed by the Board of Directors and paid by the Association.
The Board will determine the annual departmental membership dues and meeting registration fees for recommendation to and approval by the Association at the Annual General Meeting.
All cheques, drafts or orders for the payment of money and all notes will require the signature of both the Secretary-Treasurer and the Executive Director.
The fiscal year begins on July 1st and ends on the last day of June in each year.
The directors shall have power to authorize expenditures on behalf of the corporation from time to time and may delegate by resolution to an officer or officers of the corporation the right to employ and pay salaries to employees. The directors shall have the power to make expenditures for the purpose of furthering the objectives of the Association.
These by-laws may be amended at a meeting of the board of directors and sanctioned by an affirmative vote of at least two-thirds (2/3) of the departments at a meeting duly called for the purpose of considering the said by-law, provided that the repeal or amendment of such by-laws shall not be enforced or acted upon until the approval of the Minister of Industry has been obtained.
Each proposed amendment should be submitted through the Executive Director for presentation to the Board, and circulated to the membership at least one month prior to a meeting of the Association.
