ALBERTA HOSPICE PALLIATIVE CARE ASSOCIATION
A By-law Relating Generally to the
Conduct of the Affairs of the Society
1. In this by-law and all other by-laws of the Palliative Care Association of Alberta (the “Society”), unless the context otherwise specifies or requires:
(a) “Act” means the Societies Act, being Chapter S-14 of the Revised Statutes of Alberta, 2000, as from time to time amended, and every statute that may be substituted therefor and, in the case of such substitution, any references in the by-laws of the Society to provisions of the Act shall be read as references to the substituted provisions therefor in the new statute or statutes;
(b) “Regulations” means the Regulations made under the Act as from time to time amended and every regulation that may be substituted therefor and, in the case of such substitution, any references in the by-laws of the Society to provisions of the Regulations shall be read as references to the substituted provisions therefor in the new regulations;
(c) “By-law” means any by-law of the Society from time to time in force and effect;
(d) “special resolution” means
(i) a resolution passes (A) at meeting of members of which not less than 21 days’ notice specifying the intention to propose the resolution has been duly given, and (B) by the vote of not less than 75% of those Members who, if entitled to do so, vote in person or by proxy,
(ii) a resolution proposed and passed as a special resolution at a meeting of Members of which less than 21 days’ notice has been given, if all the Members entitled to attend and vote at the meeting so agree, or
(iii) a resolution consented to in writing by all the Members who would have been entitled at a general meeting to vote on the resolution in person or, where proxies are permitted, by proxy;
(e) all terms which are contained in the by-laws of the Society and which are defined in the Act or the Regulations shall have the meanings given to such terms in the Act or the Regulations; and
(f) the singular shall include the plural and the plural shall include the singular; the masculine gender shall include the feminine and neuter genders and vice versa; and the word “Person” shall include bodies corporate, corporations, companies, partnerships, syndicates, trusts, societies, associations, organizations and any number or aggregate of persons.
2. The Society shall designate a registered office in accordance with the provisions of the Act. The Society may have offices at such other places as the Board of Directors may from time to time determine.
3. Regions – for the purpose of this by-law, Alberta’s Regional Health Authority regions (hereinafter called “Regions”) as determined by the Province of Alberta from time to time shall be used.
4. Membership Classes – There shall be two classes of Members:
(a) Voting Members – The Society shall have Voting Members who shall have all the rights and privileges of Members of the Society. The Voting Members of the Society shall consist of those individuals who may from time to time be admitted to membership of the Society as Voting Members by the Secretary in accordance with the rules for membership, which may be established and approved by the Board of Directors from time to time. Each Voting Member shall be promptly informed by the Secretary of his admission as a Voting Member. The initial Voting Members are those individuals named as incorporators In the Application for Incorporation of the Society.
(b) Non-voting Members – The Board of Directors may from time to time establish one or more classes of Non-Voting Members of the Society by resolution and may establish such terms of admission, rights and obligations of membership and conditions of withdrawal or expulsion as the Board of Directors shall determine.
Unless otherwise specifically stated in the by-law to the contrary, all references to “Members” relate to Voting Members and not to Non-voting Members.
5. Term of Membership – The term of membership of Members of the Society shall be:
(a) in the case of any Voting Members of the Society, from April 1 of one year to and including March 31 of the next succeeding year; and
(b) in the case of any Non-Voting Members of the Society, such term as the Board of Directors may establish for such class of Non-Voting Members and, in the absence of such determination, the same as for Voting Members.
6. Resignation – Members may resign by resignation in writing, which shall be effective at the time it is received by the Society or at the time specified in the notice, whichever is later. In the case of resignation, a Member shall remain liable for payment of any assessment or other sum levied or which became payable by him to the Society prior to the effective date of his resignation.
7. Termination of Membership – The interest of a Member in the Society is not transferable and lapses and ceases to exist upon death or dissolution or when his period of membership expires (if any) or when he ceases to be a Member by resignation or otherwise in accordance with the by-laws; provided always that the Members of the Society may, by resolution passed by at least three-quarters (3/4) of the votes cast at a general meeting of which notice specifying the intention to pass such resolution has been given, terminate the membership of any Member of the Society.
8. There shall be such annual dues or fees payable by Members as shall from time to time be fixed by the Board of Directors. The Secretary shall notify the Members of the dues or fees at any time payable by them and, if any are not paid within sixty (60) days of the date of such notice, the Members in default shall thereupon automatically cease to be Members of the Society, but such defaulting Members may on payment of the unpaid dues or fees be reinstated.
MEETINGS OF MEMBERS
9. Annual Meeting – The purpose of the annual meeting of Members is to meet the Board of Directors of the Society for the ensuing year as elected by the Members, to review the financial statements of the Society prepared by the Society’s auditor or auditors for the previous fiscal year of the Society, and to transact such other matters as may properly come before the Members. Subject to compliance with the Act, the annual meeting of the Members shall be held at any place in the Province of Alberta on such day in each year and at such time as the Board of Directors may by resolution determine or, in the absence of such determination, at the place where the principal office of the Society is located.
10. Special Meetings – Special Meetings of the Members may be called by the Chairman of the Board, or any three (3) Directors, or upon receipt by the Secretary of the Society of a written request for such Special Meeting signed by fifteen (15) Members in good standing, provided that the business to be transacted at the Special Meeting shall be set out in the request. Notice shall be given to each Member in good standing in the manner hereinafter described of the business to be transacted at any Special Meeting of the Society, and no other business shall be transacted at that meeting. The person or persons authorized to call Special Meetings of Members may fix a reasonable time and place for holding them.
11. Notice of Meeting – Written or printed notice stating the time and place of any meeting and, in the case of a Special Meeting, the purpose or purposes for which the meeting is called, shall be delivered personally, by electronic mail, or by mail not less than ten (10) days nor more than sixty (60) days before the date of the meeting. Notice shall be given by or at the direction of the Chairman of the Board or the Vice-Chairman or the persons calling the meeting to each Member of record entitled to vote at the meeting and to the auditor or auditors of the Society. If mailed, such notice shall be deemed to have been delivered three (3) business days after being deposited in the regular mail in the Province of Alberta addressed to the Member at his address as it appears on the records of the Society with postage prepaid; provided, however, that it is sufficient notice of any meeting of Members if notice is given at least once a week for two (2) consecutive weeks next preceding the meeting in a newspaper or newspapers circulated in the municipality in which the majority of Members reside as shown by their addresses on the books of the Society.
12. Waiver of Notice – Any Member and any other person entitled to attend a meeting of Members may in any manner waive notice of a meeting of Members. The attendance of a Member at a meeting shall constitute a waiver of notice of such meeting and a waiver of any and all objections to the place of such meeting or the manner in which it has been called or convened, except when the Member states at the beginning of the meeting any objection to the transaction of business because the meeting is not lawfully called or convened.
13. Omission of Notice – The accidental omission to give notice of any meeting or any irregularity in the notice of any meeting or the non-receipt of any notice by any Member or Members or by the auditor or auditors of the Society shall not invalidate any resolution passed or proceedings taken at any meeting of Members. 14. Quorum and Voting – Unless otherwise required by the Act or this or any other by-law of the Society, five (5) Members appearing in person or represented by proxy shall constitute a quorum at a meeting of Members. After a quorum has been established at a Members’ meeting, the subsequent withdrawal of Members, so as to reduce the number of Members entitled to vote at the meeting below the number required for a quorum, shall not affect the validity of any action taken at the meeting or any adjournment thereof. If a quorum is not present at the time appointed for a meeting of Members or within such reasonable time thereafter as the Members present may determine, the persons present and entitled to vote may adjourn the meeting to a fixed time and place but may not transact any other business, and the provisions of paragraph 11 of this by-law regarding notice shall apply to such adjournment.
15. Conduct of Meetings
(a) Votes – Each Voting Member shall be entitled to one vote on each matter submitted to a vote at a meeting of Members. Unless otherwise provided by law or this or any other by-law of the Society, the affirmative vote of a majority of the Members at the meeting entitled to vote on the subject matter shall be the act of the Members. In the case of an equality of votes the chairman of the meeting shall not have a second or casting vote in addition to the vote to which he may be otherwise entitled.
(b) Rules of Order – For all matters regarding conduct of meetings of members, which are not specifically addressed by these by-laws or by applicable legislation, the meeting shall be conducted in accordance with the procedure set forth in the latest edition of The Scott Forsman Robert’s Rules of Order, Newly Revised.
16. Proxy – Every Member may authorize another person or persons to act for him by proxy. Every proxy shall be in writing and shall be signed by the Member of his otherwise duly authorized attorney-in-fact. No proxy shall be valid after the expiration of Sixty (60) days from the date thereof. Every proxy shall be revocable at the pleasure of the Member executing it, except as other- wise provided by law.
17. Adjournment – The chairman of any meeting 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. 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.
18. Qualifications – The Directors of the Society shall be comprised of those individuals who are elected annually as such by the Members to act on their behalf as a Director of the Society. Directors may be selected from regions (as defined in section 3 of this bylaw), urban and rural areas, people with content expertise and relevant end-of life representatives. There will be a minimum of six Directors with a maximum number of Directors to be determined by the Board from time to time.
19. Term of Directors – The minimum term of each Director shall be two years and may continue until:
(a) their resignation as a Director; or (b) the election of a successor by the voting members.
20. Vacation of Office – The office of a Director shall ipso facto be vacated:
(a) if he is found to be a mentally incompetent person or becomes of unsound mind; or (b) if by notice in writing to the Society he resigns his office. Any such resignation shall be effective at the time it is received by the Society or at the time specified in the notice, whichever is later.
21. No Remuneration of Directors – The Directors shall serve without remuneration, and no Director shall directly or indirectly receive any profit from his position as such. However, a Director may be paid reasonable expenses incurred by him in the performance of his duties.
MEETINGS OF DIRECTORS
23. Annual Meetings – The Board of Directors shall hold its annual meeting immediately following the adjournment of the annual meeting of Members. The annual meeting of Directors shall be for the purpose of the election of Officers and the transaction of such other business as may come before the meeting. Notice of the annual meeting of the Board of Directors need not be given.
24. Regular Meetings – Regular meetings of the board of Directors may be held with notice at such time and at such place as shall be determined from time to time by the Board of Directors.
25. Special Meetings – Special meetings of the Board of Directors may be called by the Chairman of the Board or any five (5) Directors. The person or persons authorized to call special meetings of the Board of Directors may fix a reasonable time and place for holding them.
26. Telephone Meetings – Directors may participate in meetings of the Board of Directors by means of a conference telephone or other communications equipment by which all persons participating can hear each other at the same time, and participation by such means shall constitute presence in person at such a meeting.
27. Action Without Meeting – Any action of the Board of Directors may be taken without a meeting if consent in writing, including electronic mail, setting forth the action so taken signed by all of the Directors is filed in the minutes of the Board of Directors. Such consent shall have the same effect as a unanimous vote.
28. Notice of Waiver – Notice of any special meeting shall be given at least five (5) days prior thereto by written notice delivered personally or by mail to each Director at his address. If mailed, such notice shall be deemed to be delivered three (3) business days after being deposited in the regular mail in the Province of Alberta, with postage prepaid. Any Director may waive notice of any meeting, before, at or after such meeting by signing a written waiver of notice. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting and a waiver of any and all objections to the place of such meeting or the manner in which it has been called or convened, except when a Director states at the beginning of the meeting any objection to the transaction of business because the meeting is not lawfully called or convened.
29. Quorum and Voting – Five (5) of the Directors in office shall constitute a quorum for the transaction of business at any meeting. The vote of a majority of Directors present at a meeting at which a quorum is present shall constitute the action of the Board of Directors. In the case of an equality of votes the chairman of the meeting shall not have a second or casting vote in addition to the vote to which he may be otherwise entitled. If a quorum is not present at the time appointed for a meeting of Directors or within such reasonable time thereafter as the Directors present may determine, then a majority of those Directors present may adjourn the meeting from time to time without notice until a quorum of Directors is present. After a quorum has been established at a meeting of Directors, the subsequent withdrawal of Directors, so as to reduce the number of Directors present below the number required for a quorum, shall not affect the validity of any action theretofore or thereafter taken at the meeting or any adjournment thereof.
30. Presumption of Assent – A Director of the Society who is present at a meeting of the Board of Directors at which action on any matter is taken shall be presumed to have assented to the action taken unless he votes against such action or abstains from voting. The Secretary shall record all abstentions.
31. Election – The Board of Directors shall, at each annual meeting of the Board of Directors or more often as may be required, elect a Chair of the Board, a Vice-Chair, a Secretary and a Treasurer, or a Secretary/treasurer, from among themselves. Each incumbent Officer shall continue in office for a term of two years. The term will cease upon:
(i) her resignation,
(ii) election of her successor,
(iii) her ceasing to be a Director of the Society, and (iv) a meeting at which the Directors annually elect the Officers of the Society.
Two or more offices may not be held by the same person. The Board of Directors may from time to time elect such other Officers and agents as it shall deem necessary who shall have such authority and shall perform such duties as may from time to time be prescribed by the Board of Directors. 32. No Remuneration of Officers – The Officers shall serve without remuneration, and no Officer shall directly or indirectly or indirectly receive any profit from his position as such. However, an Officer may be paid reasonable expenses incurred by him the performance of his duties.
33. Removal of Officers – Any Officer may be removed from office at any time, with or without cause, on the affirmative vote of a majority of the Board of Directors whenever, in its judgement, the best interests of the Society will be served thereby. If the office of any Officer of the Society shall be or become vacant by reason of death, resignation or otherwise, the Board of Directors shall, in the case of the Chairman of the Board, the Vice-Chairman, the Secretary and the Treasurer, elect a Person to fill such vacancy, and may, in the case of any other office, elect a person to fill such vacancy.
34. Delegation of Duties – In case of the absence or inability to act of any Officer of the Society or for any other reason that the Board of Directors may deem sufficient, the Board of Directors may delegate all or any of the powers of such Officer to any other Officer or to any Directors for the time being. 35. Chair of the Board – The Chair of the Board shall be the chief executive officer of the Society and shall exercise general supervision over the business and affairs of the Society. The Chair of the Board shall, when present, preside at all meetings of the Society and of the Board of Directors. In her absence the Vice-Chair shall preside at any such meetings, and in the absence of both, a chair may be elected by the meeting to preside thereat. The Chair of the Board shall sign all documents which require her signature and shall possess and may exercise such powers and shall perform all other duties as may from time to time be assigned to him/her by the Board of Directors. The Chair of the board shall be an ex officio Member of all committees.
36. Vice-Chair – The Vice-Chair shall assist the Chair of the Board with the performance of her duties, preside at all meetings in the absence of the Chair of the Board, and assume such other duties as the Chair of the board delegates to him/her from time to time.
37. Secretary – The Secretary shall give or cause to be given notices for all meetings of the board of Directors or the Executive Committee, if any, and Members when directed to do so and shall have charge of the minute books and seal of the Society and of the documents and registers of the Society. The Secretary shall attend all meetings of the Society, the Board of Directors and the Executive Committee, and shall keep or cause to be kept accurate minutes of the same. 38. Treasurer – The Treasurer shall oversee the financial affairs of the Society. She shall properly account for the funds of the Society and the keeping of such books as may be directed. She shall present a full detailed account of receipts and disbursements to the Board of Directors whenever requested and shall prepare for submission to the annual meeting, a statement (duly audited as herein set forth) of the financial position of the Society and submit a copy of same to the Chair of the Board for the records of the Society.
39. Executive Director – The Board of Directors may from time to time appoint an Executive Director to act as the chief administrator of the Society and to have general supervision over the activities and operations of the Society subject to the authority of the Officers and the Board of Directors of the Society. The Executive Director shall attend all meetings of the Board of Directors unless otherwise instructed by the Board, shall conform to all lawful orders given to him by the Board of Directors and shall at all reasonable times give to the Directors or any of them all information they may require regarding the affairs of the Society. The Board of Directors shall approve the salary and compensation of the Executive Director.
INDEMNITIES TO DIRECTORS AND OTHERS
40. Every Director or Officer of the Society or other person who has undertaken or is about to undertake any liability on behalf of the Society, 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 Society, from and against:
(a) all costs, charges and expenses whatsoever which such Director, Officer or other person sustains or incurs in or about any action, suit or proceeding which is brought, commenced or prosecuted against him for or in respect of any act, deed, matter or thing whatsoever, made, done or permitted by him or any other Directors or Officers in or about the execution of the duties of his or their office or in respect of any such liability; and
(b) all other costs, charges and expenses which she 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.
EXECUTIVE AND OTHER COMMITTEES
41. Creation of Committees – The Board of Directors may, by resolution passed by a majority of the Board, designate an Executive Committee and one or more other committees.
42. Executive Committee – The Executive Committee shall consist of the Chair of the Board, the Vice-Chair, the Secretary, the Treasurer, and the Past Chairman of the Board. The Executive Committee shall have and may exercise, to the extent provided in resolutions of the Board of Directors, such powers of the Board of Directors as can be lawfully delegated by the Board. The Chair of the Board of the Society shall be chair of the Executive Committee. The Executive Director shall attend all meetings of the Executive Committee unless otherwise instructed by the Executive Committee.
43. Other Committees – Other committees shall have such functions and may exercise such power of the Board of Directors as can be lawfully delegated by the Board. At least one Director of the Society shall be a member of each committee.
44. Committee Chair – Unless otherwise specified in this by-law, the Board of Directors shall appoint all committee chairs. The Board of Directors may, with or without cause, revoke any such appointments at will and make new appointments.
45. Meetings – Regular meetings of the Executive Committee and other committees may be held without notice at such time and at such place as shall from time to time be determined by the Executive Committee or such other committees, and special meetings of the Executive Committee or such other committees may be called by any Member thereof upon three (3) business days’ notice to the other Members of such committee, or on such shorter notice as may be agreed to in writing by each of the other members of such committee, given either personally or in the manner provided in the by-law pertaining to notice for Directors’ meetings.
46. Vacancies – Vacancies on the Executive Committee or on other committees shall be filled by the Board of Directors then in office at any regular or special meeting of the Board of Directors.
47. Quorum – At all meetings of the Executive Committee or other committees, a majority of the committee’s Members then in office shall constitute a quorum for the transaction of business.
48. Manner of Acting – The acts of a majority of the Members of the Executive Committee or other committees present at any meeting at which there is a quorum shall be the act of such committee.
49. Reports – The committee chairmen shall regularly report all acts and recommendations of their committees to the Board of Directors, and such reports shall, if requested by the Board of Directors, be in writing and be distributed to the Directors prior to each regular meeting of the Board of Directors.
50. The Board of Directors may from time to time:
(a) borrow money on the credit of the Society;
(b) issue, sell or pledge securities of the Society; and
(c ) charge, mortgage, hypothecate or pledge all or any of the real or personal property of the Society, including book debts, rights, powers, franchises or undertakings, to secure any securities or any money borrowed, or other debt, or any other obligation or liability of the Society;
provided that debentures shall not be issued without the sanction of a special resolution.
From time to time the Board may authorize any Director, Officer or employee of the Society or any other person to make arrangements with reference to the money borrowed or to be borrowed as aforesaid and as to the terms and conditions of the loan thereof, and as to the securities to be given and to give such additional securities for any money borrowed or remaining due by the Society as the Board may authorize and generally to manage, transact and settle the borrowing of money by the Society.
51. Annual Audit – The books, accounts and records of the Society shall be audited at least once each year by a duly qualified accountant or by two Directors appointed by the Members for that purpose at the annual meeting of Members. A complete and proper statement of the standing of the books for the previous year shall be submitted by such auditor or auditors at the annual meeting of the Society.
52. Fiscal Year – The fiscal year of the Society shall end on March 31 of each year or on such other date as the Directors may determine.
INSPECTION OF BOOKS AND RECORDS
53. Inspection by Members and Directors – The books and records of the Society may be inspected by any Member of the Society at the annual meeting or at any time upon giving reasonable notice and arranging a time satisfactory to the Secretary. Each Director of the Society shall have access to such books and records at all times.
AMENDMENTS TO BY-LAWS
54. By Special Resolution – The by-laws of the Society may be rescinded, altered or added to by a special resolution of the Society.
55. The Society will not have or issue shares of stock. No dividends will be paid. No part of the property, income or resources of the Society shall be payable to, or otherwise available for, the personal benefit of any member or employee of the Society or of any person concerned in the organization or administration of the Society or its activities.
EXECUTION OF INSTRUMENTS
56. The Board of Directors is authorized from time to time to appoint any Officer or Officers or any other individual or individuals on behalf of the Society either to sign and deliver documents and instruments in writing generally or to sign and deliver specific documents and instruments in writing. In the absence of any such appointment by the Board, any two (2) of the Chairman of the Board, the Vice-Chairman, the Secretary and the Treasurer shall have authority to sign and deliver in the name of the Society, under the seal of the Society or otherwise, all documents and instruments in writing, and any documents and instruments in writing so signed and delivered shall be binding upon the Society without any other formality.
57. The Board of Directors may adopt a seal of the Society. The seal shall be in the custody of the Secretary under the control of the Board.
58. Upon dissolution of the Society and after the payment of all debts and liabilities, the remaining property of the Society shall be distributed or disposed of to the registered charity Canadian Hospice Palliative Care Association (CHPCA). If, at the time of resolution, CHPCA is no longer a registered charity, the remaining property shall be distributed or disposed of to other registered charities or to those people referred to in the definition of qualified donors contained in the Income Tax Act (Canada).