1.1 Definitions: In this By-Law and all other By-Laws of the Association, 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 continuance of the Association;
- “Association” means the Association of Academic Professionals in Obstetrics and Gynaecology of Canada;
- "Board" means the Board of the Association and "Director" means a member of the Board;
- "By-Laws" means this By-Law and any other By-Laws of the Association 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;
- "Ordinary Resolution" means a resolution passed by a majority of not less than 50% plus 1 of the votes cast on that resolution;
- "Regulations" means the regulations made under the Act, as amended, restated or in effect from time to time;
- "Special Meeting of Members" includes a special meeting of all members entitled to vote at an annual meeting of members; 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, unless the context otherwise requires, the following rules shall apply:
(a) except where specifically defined herein, all terms contained herein and which are defined in the Act shall have the meanings given to such terms in the Act;
(b) words importing the singular number only shall include the plural and vice versa;
(c) the word "person" shall include an individual, sole proprietorship, partnership, unincorporated association, trust, body corporate, and a natural person in such person’s capacity as trustee, executor, administrator, or other legal representative;
(d) words referring to gender include the feminine, masculine and neutral genders;
(e) the headings used in the By-Laws are inserted for reference purposes only and are not to be considered or taken into account in construing the terms or provisions thereof or to be deemed in any way to clarify, modify or explain the effect of any such terms or provisions.
1.3 Execution of Documents
Deeds, transfers, assignments, contracts, obligations and other instruments in writing requiring execution by the Association may be signed by any two (2) of its Officers or Directors. In addition, the Board may from time to time direct the manner in which and the person or persons by whom a particular document or type of document shall be executed. Any signing Officer may certify a copy of any instrument, resolution, By-Law or other document of the Association to be a true copy thereof.
1.4 Fiscal Year End
The fiscal year end of the Association shall be determined by the Board.
1.5 Banking Arrangements
The banking business of the Association 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 may designate, appoint or authorize from time to time by resolution. The banking business or any part of it shall be transacted by an Officer or Officers of the Association and/or other persons as the Board may by resolution from time to time designate, direct or authorize.
1.6 Annual Financial Statements
The Association 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 Association and any member may, on request, obtain a copy free of charge at the registered office or by prepaid mail.
2.1 Conditions of Membership
Subject to the Articles, there shall be one class of members in the Association. Membership in the Association shall be available only to Departments of Obstetrics and Gynaecology at recognized, authorized and approved universities in Canada and that are:
a) interested in furthering the Association's purposes; and
b) Have applied for and been accepted into membership in the Association by resolution of the Board or in such other manner as may be determined by the Board.
Each member shall be entitled to receive notice of, attend and vote at all meetings of the members of the Association.
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) of the Act.
2.2 Dues and Special Assessments
Membership dues and special assessments may be set by the Board from time to time. Members shall be notified in writing of the membership dues or special assessments at any time payable by them and, if any are not paid within the time limit set by the Board, the Members in default shall automatically cease to be Members of the Association.
2.3 Designated and Alternate Representatives
Each Member shall designate one individual (“a Designated Representative”) to represent the Member’s interests with the Association including, where applicable, receiving notice of meetings on behalf of the Member, representing the Member at meetings, and voting on behalf of the Member.
In the event that a Designated Representative is unable to attend a Meeting of Members to which he would normally be eligible to attend, another individual may be delegated by the Member to attend the meeting as an “Alternate Representative.” Alternate Representatives are not proxies but shall act in the capacity of a Designated Representative for the limited purpose of attending the meeting for which they have been delegated and their representation shall expire immediately upon the adjournment of that meeting.
The names of each Member’s Designated Representative and their Alternate Representatives must be filed annually with the Association in the manner determined by the Board.
2.4 Term of Membership
Membership in the Association shall be annual. Withdrawal shall be effective upon fulfillment of all obligations for the fiscal year.
2.5 Membership Transferability
The interest of a member in the Association is not transferable except with the approval of the Board. Members may only transfer from one membership class to another if they meet the eligibility criteria of the other class as stipulated in these By-Laws.
2.6 Termination of Membership
A membership in the Association is terminated when:
- the Member’s department is eliminated by its respective university;
- a Member fails to maintain any qualifications for membership described in Section 2.1 of these by-laws;
- the Member resigns by delivering a written resignation to the President or his delegate in which case such resignation shall be effective on the date specified in the resignation;
- the Member is expelled in accordance with Section 2.7 of these by-laws or is otherwise terminated in accordance with these by-laws;
- the Member’s term of membership expires; or
- the Association is liquidated or dissolved under the Act.
Upon any termination of membership, the rights of the Member, including any rights in the property of the Association, automatically cease to exist.
2.7 Discipline of Members
The Board shall have authority to suspend or expel any Member from the Association for any one or more of the following grounds:
- violating any provision of the Articles, By-Laws, or written policies of the Association;
- carrying out any conduct which may be detrimental to the Association 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 Association.
In the event that the Board determines that a Member should be expelled or suspended from membership in the Association, the President, or such other officer as may be designated by the Board, shall provide thirty (30) 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 thirty (30) 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 Association. 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 thirty (30) days from the date of receipt of the submissions. The Board’s decision shall be final and binding on the Member, without any further right of appeal.
3.MEETINGS OF MEMBERS
3.1 Annual General Meeting
There shall be an annual general meeting of the membership of the Association (“AGM”) no more than fifteen (15) months after last annual meeting, and no more than six (6) months after the end of the fiscal year.
3.2 Mid Year Meeting
The Board may call a Mid-Year Meeting (“MYM”) between AGMs.
3.3 Special Meetings
Subject to the Act, special meetings of the Members shall also be held upon written request by at least five percent (5%) of the Members entitled to vote on the resolution to be considered at the meeting. Such written requests by the Members shall be filed with the Association in accordance with the requirements of the Act.
3.4 Place of Meetings
Subject to compliance with the Act, Meetings of Members may be held at any place within Canada or, if the Board so determines, outside Canada.
3.5 Special Business
All business transacted at a Meeting of Members, except consideration of the financial statements and the auditor’s report, election of Directors and reappointment of the incumbent public accountant constitutes special business.
3.6 Notice of Meetings
Notice of any Meeting of Members can be sent as follows:
a) To members via regular mail, courier, e-mail, facsimile or other communication facility to the last recorded address (or number as applicable) of each member. Notice shall be sent to the members at least 21 days but not more than 35 days before the time appointed for the meeting. Where special business shall be transacted, the notice shall contain sufficient information to permit a member to make reasoned judgment on the decision to be taken.
Pursuant to subsection 197(1) (Fundamental Change) of the Act, a Special Resolution of the members is required to make any amendments to the By-Laws of the Association to change the manner of giving notice to members entitled to vote at a Meeting of Members.
b) To Directors and the Public Accountant via regular mail, courier, e-mail, facsimile or other communication facility to the last recorded address (or number as applicable) of each Director and Public Accountant. Notice shall be sent to the Directors and the Public Accountant at least 21 days but not more than 60 days before the time appointed for the meeting.
3.7 Waiving Notice
A member and any other person entitled to attend a Meeting of Members may in any manner and at any time waive notice of a Meeting of Members, and attendance of any such person at a Meeting of Members is a waiver of notice of the meeting, except where such person attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.
3.8 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 Association and such other persons who are entitled or required under any provision of the Act, the Articles or By-Laws of the Association to be present at the meeting. Any other person may be admitted only on the invitation of the Chair of the meeting or with the consent of the meeting.
3.9 Personal Participation
At any Meeting of the Members, a member entitled to vote must vote in person. No member is permitted to participate in meetings by means of a telephonic, an electronic or other communication facility.
3.10 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 a Meeting of Members shall choose one of their number 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 50% of the members entitled to vote 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.
The Chair of any Meeting of Members may with the consent of the meeting adjourn the same from time to time to a fixed time and place and no notice of such adjournment need be given to the members provided that the new meeting is within 31 days of the adjournment. Any business may be brought before or dealt with at any adjourned meeting which might have been brought before or dealt with at the original meeting in accordance with the notice calling the same.
3.13 Votes to Govern
At all Meetings of Members, every question shall be determined on a show of hands by a majority of votes unless anyone entitled to vote demands a secret ballot or as otherwise specifically provided by the Act or by this By-Law. In case of an equality of votes the Chair of the meeting shall have the right to exercise a casting vote in order to break the tie.
3.14 Resolution in Lieu of Meeting
Except where the Act requires a Meeting of Members with respect to the matter to be voted on by the members, a resolution in writing, signed by members entitled to vote on that resolution at a Meeting of Members, is as valid as if it had been passed at a Meeting of Members. A majority vote of the members shall be required to approve any matter that can be voted on by written resolution. A copy of every resolution referred to above shall be kept with the minutes of Meetings of Members.
4.1 Number of Directors
Subject to the minimum and maximum number of Directors as provided for in the Articles, the Directors may, from time to time, fix the number of Directors of the Association and the number of Directors to be elected at annual meetings of the members. No decrease in the number of Directors shall shorten the term of an incumbent Director.
Each Director shall be an individual who is not less than 18 years of age. No person who has the status of a bankrupt shall be a Director. A minimum of eight (8) Directors on the Board must be specialists in obstetrics and gynaecology.
4.3 Terms of Office for Directors
Directors, upon election (or appointment as per the Articles), shall immediately enter into the performance of their duties and shall continue in office for two (2) years or until their successors shall be duly elected and qualified, or unless they resign, are removed or are otherwise unable to fulfil an unexpired term.
4.4 Resignation or Removal
Any Director may resign at any time by giving written notice to the Secretary. Such resignation shall take effect at the time specified therein, or if no time is specified, at the time the resignation is sent to the President. Any Director may be removed by a majority vote of the membership at any Meeting of Members at which a quorum is present.
Subject to the Act, any vacancy occurring on the Board by reason of death, resignation or otherwise, may be filled by the remaining Directors for the rest of the unexpired term.
If there is not a quorum of Directors or if a vacancy results from the failure to elect the number of Directors required to be elected at any Meeting of Members, the Directors then in office shall forthwith call a special meeting of members to fill the vacancy and, if they fail to call a meeting or if there are no Directors then in office, the meeting may be called by any member.
4.6 Remuneration of Directors
Directors, as such, shall receive no stated compensation for their services as Directors, but the Board may, by resolution, authorize reimbursement of expenses incurred in the performance of their duties. Such authorization may prescribe procedures for approval of a payment of such expenses by designated Officers of the Association. Nothing herein shall preclude a Director from serving the Association in any other capacity and receiving reasonable remuneration for such services.
5.MEETINGS OF DIRECTORS
5.1 Place of Meetings
Meetings of the Board may be held at the head office of the Association or at any other place within or outside of Canada, as the Board may determine.
5.2 Calling of Meetings
Meetings of the Board may be called by the President or any two (2) Directors at any time.
5.3 Notice of Meeting
Unless sent by mail, seven (7) days’ notice of a meeting of the Board shall be given to each Director. Notice of any such meeting that is sent by mail shall be served in the manner specified in Section 7.1 of this By-Law not less than fourteen (14) days before the meeting is to take place. Notice of an adjourned meeting is not required if the time and place of the adjourned meeting is announced at the original meeting.
5.4 First Meeting Following AGM
Provided that quorum is present, the Board may, without notice, hold a meeting immediately following the annual general meeting.
5.5 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, and no other notice shall be required for any such regular meeting.
5.6 Waiver of Notice
Notice of a Board 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.
Four (4) Directors shall form a quorum. For the purpose of determining quorum, a Director may be present in person, or, if authorized under these By-Laws, by teleconference or by other electronic means.
5.8 Meetings Other than in Person
Provided that all Directors consent and can participate and communicate equally and with due regard to security, meetings of the Board and its committees may be held in person, by teleconference, or in any other manner, electronic or otherwise, that is appropriate to conducting the affairs of the Board and the Association.
Each Director is authorized to exercise one (1) vote. Unless otherwise provided by this By-Law, every question before the Board 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 shall have the right to exercise a casting vote in order to break the tie.
5.10 Chair of Board Meetings
In the event that the President and the Vice-President are absent, the Directors who are present shall choose one of their number to chair the meeting.
Unless otherwise specified by the Board (which may, subject to the Act, modify, restrict or supplement such duties and powers), the offices of the Association, if designated and if officers are appointed thereto, shall have the following duties and powers associated therewith:
(a) President - The President of the Board, if one is to be appointed, shall, when present, chair all meetings of the Board, committees of Directors, if any, and the members.
(b) Vice-President - The Vice-President of the Board, if one is to be appointed, shall, when present, preside at all meetings of the Board, committees of Directors, if any, and the members if the President is absent or is unable or refuses to act.
(c) Immediate Past President - The Immediate Past-President shall be the individual most recently occupying the position of President, unless such person is unable or unwilling to fill such position, in which case, the Board may appoint any past- president to fill the position of Immediate Past-President.
(d) Secretary - The Secretary, when in attendance, shall be the Secretary of all meetings of the Board, members and committees of the Board and, whether or not the Secretary attends, the Secretary shall enter or cause to be entered in the Association'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 the corporate seal, if any, as well as all books, papers, records, documents and other instruments belonging to the Association.
(f) Treasurer: If appointed, the treasurer shall have such powers and duties as the Board may specify.
Two or more offices may be held by the same person.
All Officers save and except the Immediate Past President must be Directors.
6.2 Term of Office
Each Officer shall take office upon appointment by the Board and shall serve for two (2) years or until his/her successor is duly appointed by the Board.
6.3 Resignation or Removal
Any Officer may be removed by the Board whenever, in its judgment, the best interest of the Association will be served. An Officer may resign at any time by giving written notice to the President. Such resignation shall take effect at the time specified therein, or if no time is specified, at the time the resignation is sent.
In the event of a vacancy in the office of any Officer, the Board shall fill the vacancy created.
Officers, as such, shall receive no stated remuneration for their services as Officers, but the Board may, by resolution, authorize reimbursement of expenses incurred in the performance of their duties. Such authorization may prescribe procedures for approval of a payment of such expenses by designated Officers of the Association. Nothing herein shall preclude an Officer from serving the Association in any other capacity and receiving remuneration for such services.
7.1 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, 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 Association or in the case of notice to a Director to the latest address as shown in the last notice that was sent by the Association in accordance the Act; 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 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-Treasurer 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-Treasurer to be reliable. The declaration by the Secretary-Treasurer 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 Association to any notice or other document to be given by the Association may be written, stamped, type-written or printed or partly written, stamped, type-written or printed.
7.2 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.
7.3 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 Association 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.
Subject to matters requiring a special resolution, this By-Law shall be effective when made by the Board.