British Columbia Financial Healthcare Professionals Society Draft Constitution and Bylaws

Transcription

1 British Columbia Financial Healthcare Professionals Society Draft Constitution and Adopted by the membership at the British Columbia Financial Healthcare Professional Society s Annual General Meeting on October 4, 2011

2 SOCIETY ACT CONSTITUTION 1. The name of the Society is British Columbia Financial Healthcare Professionals Society. 2. The Purposes of the Society are: a) To promote and provide excellence in financial management in the health care industry in British Columbia; b) To foster efficient and effective accounting procedures and to encourage the achievement of maximum cost efficiency in the delivery of quality health care services in British Columbia; c) To promote and facilitate education, professional development and exchange of ideas and information among health care accounting professionals in British Columbia; d) To promote and facilitate interaction, cooperation and team work with other health authorities, health care providers, organizations, associations and professionals for the carrying out of mutual aims and objectives and the resolution of mutual problems; e) To positively influence public policy with respect to health care financing and financial management in British Columbia; f) To perform such other lawful things as are incidental or conducive to the above purposes and to the welfare of health care. 3. The Society shall be carried on without purpose of gain for its members and any income, profits or other accretions to the Society shall be used for promoting its purposes. No members of the Board shall be paid any remuneration for services rendered to the Society but may be paid his reasonable expenses in acting as a member. This clause is unalterable. 4. In the event of the winding-up or dissolution of the Society, all of the assets of the Society remaining after the payment of all costs, charges and expenses properly incurred in the winding-up, including the remuneration of a liquidator, and after the payment of any other debts of the Society, shall be distributed to a charitable organization (or organizations) in British Columbia, registered under the provisions of the Income Tax Act, which shall be designated by the board of directors. Any of such assets remaining which had originally been provided for specific purposes, shall, wherever possible, be distributed to a charitable organization, registered under the provisions of the Income Tax Act, carrying on work of a similar nature to such specific purposes. This clause is unalterable. 5. The operations of the Society are to be chiefly carried on in the Province of British Columbia. This clause is unalterable.

3 BYLAWS OF BRITISH COLUMBIA FINANCIAL HEALTHCARE PROFESSIONALS SOCIETY Part 1 DEFINITIONS 1. In these bylaws, unless the context otherwise requires: a. Society refers to the British Columbia Financial Healthcare Professionals Society; b. Board means the board of directors of the Society; c. Director means a person elected or appointed to serve on the Board pursuant to these bylaws; d. General Meeting means a meeting of the members of the Society; e. Health Care Provider means an organization operated primarily for the provision of publicly funded health care services; f. Society Act means the Society Act of the Province of British Columbia from time to time in force and all amendments to it; g. Health Authority means a Health Authority designated by the British Columbia Ministry of Health; h. Geographical Area is defined as the geographical health authority boundaries as defined by the British Columbia Ministry of Health. i. Minister means the Minister of Health of the Province of British Columbia. 2. The definitions in the Society Act on the date these bylaws become effective apply to these bylaws. 3. In these bylaws words importing a male person include a female person and a female person include a male person, and either word includes a corporation; words importing the singular include the plural and vice versa. 4. This Society is a reporting society. Part 2 - MEMBERSHIP 5. There will be the following classification of membership in the Society: a. Active member b. Affiliated member c. Life member Any person desiring to become an active, or affiliated member shall submit written application to the Secretary, and after being accepted by the Board, shall be a member after having contributed the required sum in annual membership dues to the Society in respect of the current membership year, which shall extend from the commencement of the annual general meeting in one year until the commencement for the annual general meeting in the year which next follows.

4 6. Active Member of the Society shall be an employee of a Health Care Provider in the Province of British Columbia. 7. Affiliated Member shall be employed by the Ministry of Health or by an organization providing services to the Health Care industry. Affiliated members shall be encouraged to participate in the activities of the Society but will not be privileged to vote or hold office on the Board. 8. Life Member shall be designated by special resolution of the members at any meeting of the Society to any person who has rendered outstanding service to the Society and shall have all the privileges of an active member but shall not be requested to pay annual dues. 9. Every member shall uphold the constitution and comply with these bylaws. 10. All members are in good standing except members who have failed to pay their current annual membership dues or any other subscriptions or debt due and owing by them to the Society and any such members are not in good standing so long as the debt remains unpaid. 11. A member in good standing may renew his membership in the Society for the following membership year by contributing the required membership dues to the Society prior to the commencement of the said membership year. Annual membership shall be immediately terminated by failure on the part of a member to renew his membership as provided herein. 12. The amount of the first annual membership dues shall be determined at the first annual general meeting and after that the annual membership dues shall be determined from time to time at a Board of Directors meeting and members would be notified 60 days in advance of change. 13. A person joining the Society or a former member who again joins the Society shall not be entitled to vote at any meeting of the Society or the Board which is held within one month of the date on which such person makes the required contribution as aforesaid. 14. No person under the age of 19 years shall be admitted as a member of the Society. 15. A person shall cease to be a member of the Society: a. On delivering his resignation in writing to the Secretary of the Society, or by mailing or delivering it to the address of the Society, or b. When no longer eligible to be an active or affiliate member as a result of a change in employment status, or c. On death, or d. On being expelled in the manner described by these, or e. On non-compliance with bylaw 10.

5 16. Member expulsion: a. A member may be expelled for cause by a special resolution of the members passed at a general meeting, provided the notice of the meeting specifies that such a matter is to be placed before the members, b. The member who is the subject of the proposed resolution for expulsion shall be given an opportunity to be heard at the general meeting before the special resolution is put to a vote. Part 3 MEETINGS 17. An annual general meeting shall be held once in every calendar year and not more than 15 months after the date of adjournment of the last preceding annual general meeting. 18. Every general meeting, other than an annual general meeting, is an extraordinary general meeting. 19. A general meeting of the Society may be called by the President and such a meeting shall be convened by either the President or the Secretary within 21 days of the receipt of a written requisition stating the purpose for the general meetings and signed by 10% or more of the voting members of the Society who shall be known as the requisitionists. The requisition shall be mailed, faxed, electronic mailed or delivered to the office of the secretary and the date on which it is received shall be deemed to be the date on which it was received by the Board. If the requisition indicates the intention to require the expulsion of a member or the removal of an officer or director, reference to such matters shall be included in the notice of meeting issued under these bylaws. 20. A minimum of 33% of voting members shall constitute a quorum for the transaction of business. 21. A simple majority of the directors in office shall constitute a quorum at any meeting of the Board. 22. The Board shall meet on a day fixed by the Board in the seven-day period immediately prior to the annual general meeting of the Society. Regular meetings of the Board shall be held on a day fixed by the Board, except as provided in bylaw The first regular meeting of the Board in each membership year shall immediately follow the annual general meeting of the Society and no notice of such meeting need be given to the directors. 24. Special meetings of the Board may be called by the President or such a meeting shall be convened by the President or the secretary within 10 days of the receipt at the office of the secretary of a written request stating the purpose of the special meeting and signed by at least three directors.

6 25. Not less than 14 days written notice of a general meeting of the Society shall be given to each member in good standing but those members may waive or reduce the period of notice for a particular meeting by unanimous consent in writing. a. Notice of a general meeting shall be mailed, faxed, electronic mailed or delivered to each member at his registered address, as listed in the register of members on the day notice is to be given. b. Except as provided in these bylaws, written notice of all meetings of the Board, other than the first regular meeting of the year, shall be mailed, faxed, electronic mailed or delivered to each director at least four days before the date of the meeting. c. Notice of a general meeting of the Society or a special meeting of the Board shall state the business to be transacted and no business other than that stated in the notice shall be transacted. 26. The accidental omission to give notice of a general meeting to, or the non-receipt of a notice by, any of the members entitled to receive notice does not invalidate proceedings at that meeting. 27. The President, or in his absence the Vice-President, shall preside as chair at every meeting of the Society or the Board and if there is no chair present within 30 minutes after the time appointed for holding the meeting, the members present shall, if they comprise a quorum, choose a person from among their number to be chair at that meeting. 28. Voting shall be by show of hands unless the bylaws provide otherwise, by telephone or other communications medium if all directors participating in the meeting, whether by telephone, by other communications medium or in person, are able to communicate with each other. The chair may vote but if he does so and a tie vote results, he shall not be permitted to vote again and the matter being voted on shall be deemed to have been defeated. At all meetings of the Society each member in good standing who is present shall be entitled to one vote on his own behalf. Each issue shall be decided according to the majority of votes cast except where the members are voting on a special resolution, in which case such a resolution shall not be deemed to have been passed by the Society unless at least 75% of the members present have voted in favour of the said special resolution at a general meeting of the Society provided the notice of the said meeting specified the intention to propose such a resolution. 29. Voting by proxy is not permitted. 30. In the event that a meeting of the Society or the Board cannot be held due to the lack of a quorum, such a meeting shall be deemed to be adjourned to a future date which may be determined by the members present at the meeting place, or by any two directors. The date of the adjourned meeting shall allow sufficient time for notice of the adjournment to be mailed or delivered to the persons concerned. The quorum requirements of an adjourned meeting will be a minimum of two members. 31. Except where otherwise provided by the Society or these bylaws, all matters of procedure at any meeting of the Society, or the Board shall be decided in accordance with Robert s Rules of Order Newly Revised.

7 Part 4 - BOARD OF DIRECTORS 32. The property and affairs of the Society shall be managed by a board of directors in which shall be vested full control of the assets, liabilities, revenues and expenditures of the Society. The Board shall have the control and management of the Society and may make rules or regulations governing its operations which are not inconsistent with the provisions of these bylaws, or of any statute or the regulations passed thereunder. 33. The Board shall be comprised of a representative from each geographical area, the Immediate Past President of the Society, and two Members at Large. 34. Each of the geographical areas shall nominate a representative, to be ratified at the annual general meeting who will serve on the Board of the Society for the following three years. Directors shall be elected so that their terms are evenly staggered. 35. Where a person ceases to be an elective director for any cause, the Board shall, within a period of one month, contact the respective geographical area who will appoint a member of their geographical area that is a society member to fill the vacancy until the date of the next annual general meeting, at which time the geographical area shall elect a member to serve for the unexpired portion of the term then remaining. If the person was a Director-at-large the member will be appointed by the Board. If the Board fails to fill a vacancy as provided herein the members of the Society may take such action as is deemed necessary to keep the Board membership up to full strength. 36. No person shall be eligible for election as a director for more than three consecutive terms but he shall be eligible for election as a director at the annual general meeting held in the year following the year in which he ceased to be a director. 37. A person appointed by the Board to fill a director vacancy until the date of the next annual general meeting, pursuant to bylaw 34, shall not be deemed to have served one term but a person elected at an annual general meeting to serve for the unexpired portion of a term shall be deemed to have served one term. 38. No person shall be qualified for election as a director unless he is a member in good standing with the Society in accordance with these bylaws. A person may become a member of the Society and be elected to the Board at the same meeting, and the provisions of bylaws7 and 13 shall apply to such a person.

8 39. A director shall cease to be a director upon: a. Ceasing to be a member; b. Upon leaving the employment of a Health Care Provider, or if they transfer to a geographic area outside of the geographic area for which they were elected c. Failing to attend three (3) consecutive meetings of the Board, or attending fewer than seventy-five percent of all meetings in any one membership year, unless cause satisfactory in writing is presented to the Board; or d. Being removed from office for cause by special resolution of the Society passed by 75% of the members present at a meeting of the Society provided the notice of meeting specified that such a matter is to be placed before the members; or at the expiration of the term of such director, unless the director is re-elected or appointed in accordance with these bylaws. 40. It shall be the duty of each director to inform any officer that he will be unable to attend a meeting of the Board. 41. In observance of clause 3 of the constitution, no member of the Board shall accept any remuneration for services rendered to the Society and no member of the Board, or employee of the Society, shall have any direct or indirect financial interest in any purchase order or contract entered into or issued on behalf of the Society or the facility operated by the Society. 42. The Society shall, to the extent permitted by the Society Act, indemnify the directors and officers against any claims which may arise out of the performance of their duties, provided they acted in accordance with the Society Act. 43. Meetings of the Board, which may constitute conference telephone calls, can be called by the President, Vice-President, or a majority of the Board. 44. The Board may delegate any, but not all, of their powers to a committee consisting of such members as may be appropriate. Committee Chairs shall report to the Board on a regular basis. Committees shall not exceed the authority given to it. Part 5 - DUTIES OF OFFICERS 45. The officers of the Board of the Society shall be: a. President b. Vice-President c. Secretary d. Treasurer e. Immediate Past President 46. The Officers shall be elected annually from the directors of the Board at its first regular meeting immediately following the annual general meeting of the Society in each year and shall hold office for a term of one year and until their successors are chosen. A vacancy occurring in the post of president, vice-president, secretary or treasurer shall be filled for the unexpired term by the directors of the Board.

9 47. The President shall preside at all meetings of the Society, and of the Board, and shall have the powers and duties generally pertaining to his office. The President shall oversee the other officers in the execution of their duties. 48. The Immediate Past President shall serve as a resource person and shall provide advice, assistance and continuity of prior years activities to the Board. 49. The Vice-President shall, in the absence of the President, possess all of the powers and perform all of the duties of the President. 50. The Secretary shall: a. Conduct or cause to be conducted the correspondence of the Society, b. Issue or cause to be issued notices of meetings of the Society and the Board, c. Keep or cause to be kept minutes of all meetings of the Society and the Board, d. Keep or cause to be kept all records and documents of the Society except those required to be kept by the treasurer. e. Keep or cause to be kept the common seal of the Society, and f. Maintain or cause to be maintained the register of members. 51. The Treasurer shall: a. Keep or cause to be kept the financial records, including books of account, necessary to comply with the Society Act. b. Render or cause to be rendered financial statements to the directors and others when required. 52. The offices of Secretary and Treasurer may be held by one person who shall be known as the Secretary-Treasurer. Part 6 - FISCAL YEAR AND AUDIT OF ACCOUNTS 53. The fiscal year of the Society shall be twelve consecutive months ending June 30th. 54. At each annual general meeting, the Society may elect an Audit Committee. The purpose of the committee is to review the accounts of the Society. No Board member shall serve on the Audit Committee. Part 7 - SIGNING OFFICERS/FINANCE 55. The signing officers of the Society shall be determined by the Board, at its first meeting following the annual general meeting. 56. The Society shall not have any borrowing power. 57. The Board shall have the authority to assess fees to participating members and disperse funds for projects approved at an annual general meeting. 58. Board and committee members will be reimbursed for reasonable expenses.

10 Part 8 - MINUTES AND RECORDS 59. The Secretary shall prepare and have custody of the minutes of proceedings of meetings of the Society and of the Board and all other books and records of the Society. Copies of minutes of General meetings shall be circulated to all members as soon as possible following the meeting. Copies of Board meetings shall be circulated to the Board as soon as possible following the meetings and to all members upon request. 60. The books and accounts of the Society shall be open to the inspection by members at such reasonable time and place as the Board may decide after receipt of notice of request in writing. Part 9 - AFFILIATION AND LIAISON 61. The Society by resolution may affiliate with any society or incorporated body having similar aims or objectives. 62. The Board shall maintain close and harmonious relations with other appropriate Associations / Societies in the field of Health Care in the Province of British Columbia. The Board shall maintain fraternal relations with Associations / Societies of Health Care officials in adjacent Provinces and States. Dated October 4, 2011 Witness(es) Applicants for Incorporation Maureen McPhee 5042 Massey Drive, Delta BC V4K 1B5 Karen Rivard 1619 Hampshire Rd Victoria BC V8R 5T4 Carol McLean 2971 Sullivan Crescent, Prince George, BC V2N 5H6 Karen Rivard 1619 Hampshire Rd Victoria BC V8R 5T4 Nick Whittle 880 Jefferson Ave. West Vancouver BC V7T 2A4 Carol McLean 2971 Sullivan Crescent, Prince George, BC V2N 5H6 Nick Whittle 880 Jefferson Ave. West Vancouver BC V7T 2A4 Claire Brown 1644 E 10 th Avenue, Vancouver BC V5N 1X5 Claire Brown 1644 E 10 th Avenue, Vancouver BC V5N 1X5 Maureen McPhee 5042 Massey Drive, Delta, BC V4K 1B5