BYLAWS OFTHE CANADIAN ASSOCIATION OF PROVINCIAL CANCER AGENCIES I ASSOCIATION CANADIENNE DES AGENCES PROVINCIALES DE CANCER

Transcription

1 BYLAWS OFTHE CANADIAN ASSOCIATION OF PROVINCIAL CANCER AGENCIES I ASSOCIATION CANADIENNE DES AGENCES PROVINCIALES DE CANCER SEPTEMBER 1999

2 TABLE OF CONTENTS Page PART I -INTERPRETATION PART 2 -CONDITIONS OF MEMBERSHIP PART 3 -MEETINGS OF THE MEMBERS (GENERAL MEETINGS) PART 4 -BOARD OF DIRECTORS PART 5 -DIRECTOR ELIGIBILITY, TERMS OF OFFICE, VACANCIES PART 6 -POWERS OF DIRECTORS PART 7 -DIRECTORS' MEETINGS PART 8 -INDEMNITIES TO DIRECTORS AND OTHERS PART 9 -OFFICERS PART 10 -COMMITTEES PART I I -EXECUTION OF DOCUMENTS PART 12 -FISCAL YEAR PART 13 -AMENDMENT OF BYLAWS I PART I4-AUDITORS PART 15 -BOOKS AND RECORDS PART 16 -RULES AND REGULATIONS PART 17 -HEAD OFFICE PART 18 -PARLIAMENTARY AUTHORITY 14 14

3 PART 1-INTERPRETATiON 1.1 In these Bylaws, unless the context requires otherwise: a) "Act" means the Canada Corporations Act; b) "Society" means the Canadian Association ofprovincial Cancer Agencies / Association Canadienne des Agences Provinciales de Cancer; c) "Bylaws" means the Bylaws ofthe Society; d) "Member" means a member of the Society pursuant to these Bylaws; d) "Trustee" means a member of the Committee of Trustees, pursuant to these Bylaws; e) "General Meeting" means a meeting of the Members of the Society; f) "Board" means the Board of Directors of the Society; g) "Director" means a person appointed or elected to serve as a member of the Board of the Society pursuant to these Bylaws; h) "Officer" means a person appointed to serve as an Officer of the Society pursuant to these Bylaws; i) "Majority" means more than half(ll2) of the total number of votes, excluding abstentions. cast on a motion; j) "A two thirds vote" means at least two thirds (2/3) ofthe total number ofvotes, excluding abstentions, cast on a motion; k) "A three quarters vote" means at least tjuee quarters (3/4) ofthe total number of votes, excluding abstentions, cast on a motion. I) "Cancer control" is the identification. development, promotion. diffusion and delivery of effective and ethical methods ofprevention. screening and care services for individuals and groups, always with their active participation. that reduces cancer incidence, morbidity or mortality. m) "Provincial Cancer Agency" refers to the Cancer Agency in each Province except for Prince Edward Island. New Brunswick and Quebec, where this refers to the person(s) or organization designated by their respective health departments. 1.2 In these Bylaws, unless the context otherwise requires, words importing the singular number or the masculine gender shall include the plural number and the feminine gender, and vice-versa, and references to persons shall include firms and corporations. 1.3 The definitions in the Act apply to these Bylaws.

4 PART 2 -CONDITIONS OF MEMBERSIDP 2.1 The Members ofthe Society shall include the Active Members and Associate Members. 2.2 The Active Members shall include all provincial cancer agencies and other provincial and territorial organizations with similar responsibilities for cancer control Active Members shall not be required to apply for membership, but -upon joining the Society -shall be required to pay annual dues as detennined by the Board. 2.3 The Associate Members shall include organizations or agencies primarily involved in cancer control. Such organization shall be required to apply for Associate Membership, and shall become an Associate Member if such application is approved by the Board. Associate members shall not be required to pay annual dues. Rights and Privileges of Members 2.4 An Active Member shall appoint or rescind the appointment of its Chief Executive Officer or another senior staff member to serve on the Board, and to represent such Member in General Meetings. The Active Member shall be entitled to one vote at General Meetings. 2.5 An Associate Member shall be eligible to appoint or rescind the appointment ofone person to represent it at General Meetings. but such person shall not be entitled to make motions or vote at General Meetings of the Society. Ceasing to be a Member 2.6 Membership in the Society shall cease and the rights and privileges ofa Member shall be forfeited; a) Upon a Member withdrawing from membership by delivering to the Society's office a wrinen resignation; or b) Upon an Active Member failing to pay the annual dues by the deadline established by the Board; or c) Upon an Associate Member being expelled by the Board by a lbree-quarters (3/4) vote. provided that such Member has been notified of the proposed expulsion and has been given an opportunity ofdefense.

5 PART 3 -MEETINGS OF THE MEMBERS (GENERAL MEETINGS) 3. I Meetings ofthe Members shall be called General Meetings, and shall be held at the times and places, as the Board determines. 3.2 General Meetings shall include Annual General Meetings and Special General Meetings, and any adjournments thereof. 3.3 The Annual General Meeting shall be held once in every fiscal year, at a location to be determined by the Board. 3.4 A Special General Meeting may be called by the Board at its discretion, and the Board must call such a meeting if it receives a petition signed by a minimum of four (4) Active Members of the Society. Notices ofgeneral Meetings 3.5 A written notice ofa General Meeting shall be sent to each Member not less than fourteen (14) days prior to the date of such meeting. Such notice may be sent by mail. facsimile or other means, and may be included or implied in any official publication ofthe Society. If a General Meeting is adjourned to a future date -due to the lack ofa quorum or for any other reason -it shall not be required to send a new notice for the adjourned meeting. 3.6 Notice of a General Meeting shall specify the place. day. and time ofsuch meeting. and the nature ofthe business to be transacted, and shall advise the Members entitled to vote of their right to vote by proxy. Notice ofa General Meeting where special business will be transacted shall contain sufficient information to permit the member to form a reasoned judgment on the decisions to be made. 3.7 No error or omission in giving notice ofany annual or general meeting or any adjourned meeting, whether annual or general, ofthe members ofthe Society shall invalidate such meeting or make void any proceedings taken thereat. Any Member may at any time waive notice ofany such meeting and may ratify. approve and confinn any or all proceedings taken or had thereat. For purpose of sending notice to any member. director or officer for any meeting or otherwise. the address of the member, director or officer shall be his last address recorded on the books of the Society. Agendas for General Meetings 3.8 The agenda for the Annual General Meeting shall include the presentation ofthe report of the Directors. the financial statements and the report ofthe auditors. and other reports, the appointment of the auditor for the ensuing year, any business initiated by the Board. and such other business as may be pennitted under the Act and these Bylaws.

6 3.9 The agenda for a Special General Meeting shall be limited to the items and resolutions which are specified in the notice ofthe meeting, and no additional items or resolutions may be considered. Advisory Nature of Resolutions 3.10 Except as provided otherwise in the Act or these Bylaws, resolutions adopted at a General Meeting shall be of an advisory nature, and the Board shall have the authority to adjust the actions proposed in such resolutions, based on circwnstances which may arise after the General Meeting. Debating and Voting Procedures 3. t I Persons representing Active Members shall be entitled to attend, speak, make motions and vote in General Meetings Persons representing Associate Members shall be entitled to attend and speak in General Meetings Trustees shall be entitled to attend and speak in General Meetings. Proxies 3.14 Voting by proxy shall be permitted, under the following rules: a) A Proxy may be exercised only at the Annual General Meeting for which it has been given; b) A Proxy shall be in writing and shall be signed by the Active Member wishing to assign its vote; c) A Proxy may only be exercised by another Active Member; d) To be exercised, a proxy must be received at the Society's office no later than the close ofbusiness on the last business day prior to the General Meeting at which such proxy is to be exercised; e) The proxy shall be in the form prescribed by the Board, and the same form may be used to assign several votes; and f) A proxy may be submitted to the Society's office by mail, personal or courier delivery, or facsimile. Quorum 3.15 A quorum during a General Meeting shall be a majority ofthe Active Members, and proxies shall not be counted in determining whether a quorum is present. Majority required

7 3.16 A majority of the votes cast by those persons who 3ce present and carrying voting rights and proxies shall detennine the questions in meetings, unless the Act or these Bylaws otherwise provide. PART 4 -BOARD OF DIRECTORS 4.1 The property and business of the Society shall be managed by a Board ofdirectors, comprised of the following: a) Each Active Member shall be entitled to appoint 1 (one) Director. The person so appointed shall be the Chief Executive Officer or another senior staff member of the Active member's organization. b) The Associate Members shall be entitled to elect up to 2 (two) Directors from among their respective boards or senior staff, and such Director(s) shall be elected under procedures established by the Board of the Society. c) The Standing Committee oftrustees shall he entitled to elect up to 3 (three) Directors from among the Trustees. 4.2 Directors must be individuals. at least 18 years ofage. with power under law to contract. 4.3 The Chief Executive Officer shall be an ex-officio non-voting member of the Board and shall not be counted when determining whether a quorum is present. A quorum shall be a majority ofthe Active members. 4.4 The applicants for incorporation shall become the first Directors ofthe Society whose term ofoffice on the board of directors shall continue until their successors are elected. At the rust Annual General Meeting ofthe Society. the Directors then elected shall replace the provisional Directors named in the Letters Patent ofthe Society. Duties ofa Director 4.5 Each Director shall be required to act in the best interests ofthe Society. in preference to any provincial interests or any other interests that such Director may have. Remuneration 4.6 No Director shall be remunerated for being or acting as a Director. but a Director shall be entitled to be reimbursed for all expenses necessarily and reasonably incurred by such Director while engaged in the affairs ofthe Society. subject to expense reimbursement policies as determined by the Board. Conflict ofinterest

8 4.7 The Board shall establish Conflict of Interest standards and policies to govern the participation ofthe Directors in its decision-making, and may remove a Director for conflict ofinterest. PART 5 -DIRECTOR ELIGIBILITY, TERMS OF OFFICE, VACANCIES Eligibility 5.1 To be eligible to be appointed or elected to the Board. and to be eligible to continue to serve on the Board. a person must be: Tenns of Office a) a senior staffmember ofan Active Member ifappointed under 4.1.a; b) a board or senior staff member ofan Associate Member ifelected under 4.1.b; or c) a board member ofan Active Member if elected under 4.I.c. 5.2 The Directors shall be appointed or elected for terms ofoffice ofone (I) year or until their successors are appointed, with such tenns ofoffice commencing and ending upon the adjournment of the respective Annual General Meeting. Ceasing to hold Office as a Director 5.3 A person shall cease to hold office as a Director and -ifalso an Officer ofthe Societyshall cease to be an Officer, upon: a) Ceasing to be qualified to serve as a Director under 5.1; or b) Having his or her appointment to the Board rescinded by the Active or Associate Member whom the Director represents, or -in the case ofa Trustee -upon having his or her appointment rescinded by the Committee oftrustees; or c) Submitting a written resignation from the Director's position to the Society's office; or d) Being removed from the Director's position by the Members at a General Meeting by a 75% vote, provided that notice ofthe resolution to remove has been included in the notice of the meeting, and provided that such Director is given an opportunity of defense; or Vacancies e) Being removed from the Director's position by the Board for conflict of interest pursuant to Bylaw 4.7.

9 5.4 In the event ofa vacancy in a Director position, the respective Member or Committee shall be requested to fill the vacancy for the remainder of the term. PART 6 -POWERS OF DIRECTORS. 6.1 The Directors may administer the affairs ofthe Society in all things and make or cause to be made for the Society, in its name, any kind ofcontract which the Society may lawfully enter into and, save as hereinafter provided, generally, may exercise au such other powers and do all such other acts and things as the Society is by its charter or otherwise authorized to exercise and do. 6.2 The Directors shall have the power to authorize expenditures on behalfofthe Society and may delegate by resolution to an officer or officers ofthe Society the right to employ and pay salaries to employees. The directors shall have the power to enter into a trust arrangement with a trust company for the purpose of creating a trust fund in which the capital and interest may be made available for the benefit ofpromoting the interest of the Society in accordance with such tenns as the Directors may prescribe. 6.3 The Board is hereby authorized, from time to time: a) to borrow money upon the credit ofthe Society, from any bank, corporation, finn 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 in its discretion may deem expedient; b) to limit or increase the amount to be borrowed; c) to issue or cause to be issued bonds, debentures or other securities ofthe Society 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; d) to secure any such bond, debentures or other securities, or any other present or future borrowing or liability ofthe Society, by mortgage, charge or pledge orall or any currently owned or subsequently acquired real and personal, movable and immovable, propertyofthe Society,and the undertaking and rightsofthe Society. 6.4 The Board shall take such steps as they may deem requisite to enable the Society to acquire, accept, solicit or receive legacies, gifts, grants, settlements, bequests, endowments and donations of any kind whatsoever for the purpose offurthering the objects of the Society. 6.5 The Board may appoint such agents and engage such employees as it shall deem necessary from time to time, and such persons shall have such authority and shall perfonn such duties as shall be prescribed by the Board.

10 PART 7 -DIRECTORS' MEETINGS Regular Meetings ofthe Board 7.1 There shall be at least two (2) Regular Meetings ofthe Board in each fiscal year. The time and place of Meetings ofthe Board shall be as approved by the Board once a year. Such schedule may be changed by the Board or the Executive Committee, provided that all the Directors have been advised ofsuch changes. Special Meetings of the Board 7.2 Special Meetings of the Board may be called by the Chair or by the Executive Committee, and shall be called ifa written request for such a meeting, signed by five (5) or more Directors, is received at the Society's office. 7.3 Meetings ofthe Board may be held by teleconference calls, video-conferencing or other electronic means, provided that all the Directors have been so notified and provided that a quorum ofthe Board participates in such proceedings. Board Meeting Agendas 7.4 The Board shall develop policies on how the agendas for its meetings shall be prepared, including procedures for Directors who wish to add items to such agendas. Board Quorum 7.S A quorum during Board meetings shall be a majority ofthe Directors holding office. Procedures in Board Meetings 7.6 Debate during Board meetings shall be in accordance with the Robert's Rules of Order. except where the Chair or the Board determines otherwise, pursuant to Bylaw The presiding officer at a Board meeting shall be entitled to vote on all motions. and shall also be entitled to speak in debate without vacating the chair. but not in preference to other Directors. Recording Abstentions and Negative Votes 7.8 Upon the request ofa Director who abstains from a vote or one who votes against a resolution, the vote of such Director shall be recorded in the minutes, provided that such request is made at the same meeting during which the vote was taken. Such request may also be granted by the Board at a subsequent meeting, but the granting thereof in such cases shall require a majority vote.

11 Notices of Board Meetings 7.9 A notice of at least fourteen (14) days ofa Board meeting shall be given to all Directors. In the case of Regular Meetings, such notice shall be deemed to have been given upon the approval of the schedule of Regular Meetings under Bylaw section The notice ofa Board meeting may be waived or reduced by the consent of at least twothirds (213) ofall the Directors holding office. A Director who is present when the presence ofa quorum at a Board Meeting is estahlished shall be deemed to have consented to waive the notice requirement Notwithstanding Bylaws 7.10 and 7.11, a Director may send to the Society office a written waiver of notice, due to absence from the Country or due to any other reason, and such director may, at any time, withdraw such waiver. Until such waiver is withdrawn, no notice ofmeetings of the Board shall be required to be sent to such Director, nor shall the consent of such Director be required to waive or reduce the notice ofa Board meeting. PART 8 -INDEMNITIES TO DIRECTORS AND OTHERS 8.1 Every director or officer of the Society or other person who has undertaken or is about to undertake any liability on behalf ofthe Society or any company controlled by it 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 ofthe funds ofthe Society, from and against: a) all costs, charges and expenses which such Director, Officer or other person 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 ofthe duties ofhis office or in respect of any such liability; b) 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 willful neglect or default. PART 9 -OFFICERS 9.1 The Officers of the Society shall be appointed by the Board at its first meeting after the Annual General Meeting from among the members of the Board, shall include the Chair, Vice-Chair, and Secretary-Treasurer, and may include up to three (3) additional Officersat-Large, as determined by the Board. 9.2 No person may hold more than one Officer position at the same time.

12 9.3 An Officer shall be appointed to serve for a term ofone year or until such Officer is replaced by the Board. 9.4 In addition to any duties which may be stipulated in these Bylaws and in the Parliamentary Authority, and in addition to any duties which the Board may specify, the Chair shall have the duty to preside over meetings of the Society, the Board and the Executive Committee. the Vice-Chair shall assume the Chair's duties in the Chair's absence. and the Secretary-Treasurer shall be responsible for the records of the Society. 9.5 An Officer shall cease to hold office: a) Upon ceasing to be a Director. under Bylaw 5.3; or b) Upon submitting a written resignation from the Officer's position to the Society's office; or c) Upon being removed from the Officer's positinn by the Board by a two-thirds (213) vote, provided that notice of the proposal to remove such Officer has been included with the notice of the Board meeting, and that such Officer has been given the opportunity ofdefense. 9.6 Ifan Officer's position becomes vacant, the Board may appoint one of its members to serve for the remainder ofthe term, except that if the vacated office is that ofthe Chair, the Vice-Chair shall assume the office of the Chair for the remainder of the term. Duties ofofficers 9.7 The Chair shall be the chief elected officer, shall preside over meetings, shall be responsible for facilitating Board decisions on policies and other matters. and shall be responsible for the interface between the Board and the Chief Executive Officer. 9.8 The Vice-Chair shall assume the Chair's duties if the Chair is unable or unavailable to perform them. 9.9 The Secretary-Treasurer shall have the overall responsibility for the records ofthe Society, including the financial records, but the operational duties associated with the Secretary-Treasurer's responsibilities may be delegated to the Chief Executive Officer. The Secretary-Treasurer shall be the custodian of the seal of the society The duties of all other officers shall be determined by the Board. Remuneration 9.11 No officer shall be remunerated for being or acting as an officer, but an officer shall be entitled to be reimbursed for all expenses necessarily and reasonably incurred by such

13 officer while engaged in the affairs ofthe Society, subject to expense reimbursement policies as determined by the Board. Chief Executive Officer 9.12 The Board shall be entitled to appoint or remove the Chief Executive Officer. who shall be responsible for implementing the Board's policies, for staffing decisions at the Society, and for the day to day administration ofthe Society. The Chief Executive Officer shall report regularly to the Executive Committee and the Board on policy implementation and administrative activities. PARTIO-COMNUTTEES Executive Committee 10.1 The Executive Committee shall consist ofthe Officers ofthe Society, and shall also include the ChiefExecutive Officer (CEO) as a non-voting member, provided that the CEO shall not be counted in calculating the quorum ofthe Executive Committee or in determining whether a quorum is present The Executive Committee shall be authorized to manage the affairs of the Society between Board Meetings, subject to these Bylaws and to any directions given by the Board The Executive Committee shall report to the Board on the activities. decisions and actions it has taken between Board Meetings pursuant to its authority. Committee oftrustees 10.4 Each Active Member shall be entitled to appoint or rescind the appointment of one ofthe members ofits board oftrustees or board ofdirectors to the Society's Committee of Trustees The Committee oftrustees shall advise the Board on matters which the Board refers to it or such other matters as the trustees wish to raise, including the election of three (3) Directors The Committee oftrustees will meet at the Annual General Meeting and at other times as they see fit. Other Committees 10.7 The Board shall be entitled to establish such other Standing and Ad-Hoc Committees as the Board deems necessary, and may appoint or remove its members as it sees fit. A

14 committee's chair, and a committee's duties and powers shall be as established by the Board The Chair ofthe Society shall be a non-voting ex-officio member ofall committees, except that the Chair shall have a vote on the Executive Committee and on any committee to which he or she was appointed as a member under Committee Procedures, Quorum 10.9 The chair ofa committee may, and -at the request of two (2) or more members of the respective committee -shall call a meeting of the committee Notice ofat least forty eight (48) hours ofa committee meeting shall be given to each one ofits members, and such notice may be given by mail, facsimile, or such other means as the Board deems acceptable. The notice may be waived by agreement of at least twothirds (2/3) of the members of the committee holding office. A committee member who attends a meeting is deemed to have waived notice for such meeting Unless prohibited from doing so by its terms of reference, a committee may transact its business by teleconference calls, videoconferencing or other electronic means, provided that all of its members have been notified, and provided that a quorum of the committee shall participate in its proceedings The quorum ofa committee ofthe Society shall be a majority of its members then in place With the exception of the Society's paid staff and contractors, no committee member shall be remunerated for acting as such, but he or she shall be entitled to be reimbursed for all expenses necessarily and reasonably incurred by him or her while engaged in the affairs of the Society, subject to expense reimbursement policies as determined by the Board. PART 11 -EXECUTION OF DOCUMENTS 11.1 Contracts, documents or any instruments in writing requiring the signature ofthe Society, shall be signed by any two Officers, and all contracts, documents and instruments in writing so signed shall be binding upon the Society without any further authorization or formality. The Directors shall have power from time to time by resolution to appoint an Officer or Officers on behalf of the Society to sign specific contracts, documents and instruments in writing. The Directors may give the Society's power ofattorney to any registered dealer in securities for the purposes of the transferring ofand dealing with any stocks, bonds, and other securities of the Society. The seal ofthe Society when required may be affixed to contracts, documents and instruments in writing signed as aforesaid or by any Officer or Officers appointed by resolution of the Board.

15 PART 12 -FISCAL YEAR 12.1 Unless olberwise ordered by the board ofdirectors, the fiscal year end of Ibe Society shall commence on April 1 51 and end on March 31 st ofthe succeeding year. PART 13 -AMENDMENT OF BYLAWS 13.1 The Bylaws of the Society not embodied in the letters patent may be repealed or amended by bylaw, or a new bylaw relating to the requirements ofsubsection 155(2) of the Canada Corporations Act. may be enacted by a resolution adopted by a two-thirds (213) vote of the Members at a General Meeting duly called. provided that notice ofthe proposal to repeal or amend the Bylaws has been included in the notice of such General Meeting, and provided that the repeal or amendment of such Bylaws shall not be enforced or acted upon until the approval of the Minister oflndustry has been obtained. PART 14-AUDITORS 14.1 The members shall. at each Annual General Meeting. appoint an auditor to audit the accounts and annual financial statements of the Society for report to the members at the next Armual General Meeting. The auditor shall hold office until the next Armual General Meeting, provided that the Directors may fill any casual vacancy in the office of the auditor. The remuneration of the auditor shall be fixed by the Board. PART 15 -BOOKS AND RECORDS 15.1 The Directors shall see that all necessary books and records ofthe Society required by the Bylaws ofthe Society or by any applicable statute or law are regularly and properly kept. PART 16 -RULES AND REGULATIONS 16.1 The Directors may prescribe such rules and regulations not inconsistent with these Bylaws relating to the management and operalion ofthe Society as they deem expedient.

16 PART 17 -HEAD OFFICE 17.1 The Head Office of the Society shall be in the Canadian Municipality and the Province! Territory as determined from time to time by the Directors in accordance with the Act. PART I8-PARLIAMENTARY AUTHORITY 18.1 The rules contained in the current edition of Robert's Rules of Order shall govern the Society in all cases to which they apply and in which they are not inconsistent with the Act and these Bylaws. The rules of order shall be used to facilitate progress. The presiding officer, at his or her own discretion, or the members -by a majority vote -may decide to suspend the fonnal rules of debate and use informal procedures, to facilitate debate and decision-making.