A bylaw relating generally to the conduct of the affairs of the
Canadian Association of Nephrology Nurses and Technologists (CANNT/ACITN)
Canadian Association of Nephrology Nurses and Technologists – l’Association canadienne des infirmières et infirmiers et des technologues de néphrologie was incorporated under the Canada Corporations Act on October 19, 1994.
The name of the association is Canadian Association of Nephrology Nurses and Technologists – l’Association canadienne des infirmières et infirmiers et des technologues de néphrologie, or CANNT/ACITN.
BE IT ENACTED as a bylaw of the Corporation as follows:
In this bylaw and all other bylaws of the Corporation, 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 incorporation or articles of amendment, amalgamation, continuance, reorganization, arrangement or revival of the Corporation;
“board” means the board of directors of the Corporation and “director” means a member of the board;
“bylaw” means this bylaw and any other bylaw of the Corporation as amended and which are, from time to time, in force and effect;
“CANNT JOURNAL” means The Canadian Association of Nephrology Nurses and Technologists Journal published by the Corporation.
“meeting of members” includes an annual meeting of members or a special meeting of members; “special meeting of members” includes a meeting of any class or classes of members and a special meeting of all members entitled to vote at an annual meeting of members;
“ordinary resolution” means a resolution passed by a majority of not less than 50% plus 1 of the votes case on that resolution;
“proposal” means a proposal submitted by a member of the Corporation that meets the requirements of section 163
“Regulations” means the regulations made under the Act, as amended, restated or in effect from time to time; 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 bylaw, words in the singular include the plural and vice-versa, words in one gender include all genders, and “person” includes an individual, body corporate, partnership, trust and unincorporated organization.
Other than as specified above, words and expressions defined in the Act have the same meanings when used in these bylaws.
- Corporate Seal
The Corporation may have a corporate seal in the form approved from time to time by the board. If a corporate seal is approved by the board, the secretary of the Corporation shall be the custodian of the corporate seal.
- Execution of Documents
Deeds, transfers, assignments, contracts, obligations and other instruments in writing requiring execution by the Corporation 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 person authorized to sign any document may affix the corporate seal (if any) to the document. Any signing officer may certify a copy of any instrument, resolution, by-law or other document of the Corporation to be a true copy thereof.
- Financial Year
The financial year end of the Corporation shall be March 31 in each year.
- Banking Arrangements
The banking business of the Corporation 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 of directors 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 Corporation and/or other persons as the board of directors may by resolution from time to time designate, direct or authorize.
- Borrowing Powers
The directors of the Corporation may, without authorization of the members,
- borrow money on the credit of the corporation;
- issue, reissue, sell, pledge or hypothecate debt obligations of the corporation;
- give a guarantee on behalf and
- mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the corporation, owned or subsequently acquired, to secure any debt obligation of the corporation.
- Annual Financial Statements
The Corporation 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 Corporation and any member may, on request, obtain a copy free of charge at the registered office or by prepaid mail.
- Membership Conditions
Subject to the articles, there shall be six (6) classes of members in the Corporation, defined below. The Board of Directors of the Corporation may, by resolution, approve the admission of the members of the Corporation. Members may also be admitted in such other manner as may be prescribed by the Board by resolution. The following conditions of membership shall apply:
NURSE MEMBER is an individual who is a registered nurse, registered practical nurse or licensed practical nurse associated with nephrology nursing. A NURSE MEMBER is entitled to notice of and to attend, participate and vote at meetings of the members.
TECHNOLOGIST MEMBER is an individual who is a graduate of a post-secondary program in electronics, chemistry, physics, biology, biomedical engineering or nephrology technology, who is functioning within the technical aspects of the field of nephrology. Existing technical members not having the above-mentioned academic background will be “grandfathered” in unless their CANNT membership lapses. In the latter event, they would need to acquire the requisite qualifications to be re-considered for membership. A TECHNOLOGIST MEMBER is entitled to notice of and to attend, participate and vote at meetings of the members.
LIFE MEMBER is a person who has given devoted service to the Association over a period of years and who, in the opinion of the Board of Directors, shall be noted worthy of the distinction. A LIFE MEMBER is entitled to notice of and to attend, participate and vote at meetings of the members.
ASSOCIATE MEMBER is a person who generally qualifies for membership, but is otherwise ineligible as a NURSE or TECHNOLOGIST member and who wishes to join and work on behalf of the organization. An ASSOCIATE MEMBER is entitled to notice of and to attend meetings of the Members but is not entitled to participate or vote at such meetings.
STUDENT MEMBER is a person who is enrolled in full time studies in an educational program related to Nephrology. Student membership fee will be 50% of a regular member rate. A full time student is defined as being registered in two or more semesters in one calendar year. A STUDENT MEMBER is entitled to notice of and to attend, participate and vote at meetings of the members.
LONG-TERM CARE FACILITY MEMBER is a facility that provides dialysis treatment to residents. A Long-term Care Facility may purchase a partial membership to CANNT which allows staff access to the “Member’s Only” section of the CANNT website. A LONG-TERM CARE FACILITY MEMBER is entitled to notice of and to attend meetings of the Members but is not entitled to participate or vote at such meetings.
- Membership Transferability
A membership may only be transferred to the Corporation. Pursuant to Section 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendment to add, change or delete this section of the by-laws.
- Notice of Members Meeting
Notice of the time and place of a meeting of members shall be given to each member entitled to vote at the meeting by the following means:
- by mail, courier or personal delivery to each member entitled to vote at the meeting, during a period of 21 to 60 days before the day on which the meeting is to be held; or
- by telephonic, electronic or other communication facility to each member entitled to vote at the meeting, during a period of 21 to 35 days before the day on which the meeting is to be held.
Pursuant to subsection 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendment to the bylaws of the Corporation to change the manner of giving notice to members entitled to vote at a meeting of members.
- Members Calling a Members’ Meeting
The board of directors shall call a special meeting of members in accordance with Section 167 of the Act, on written requisition of members carrying not less than 5% of the voting rights. If the directors do not call a meeting within twenty-one (21) days of receiving the requisition, any member who signed the requisition may call the meeting.
- Absentee Voting at Members’ Meetings
Pursuant to section 171(1) (Absentee Voting) of the Act, a member entitled to vote at a meeting of members may vote by mailed-in ballot or by means of a telephonic, electronic or other communication facility if the Corporation has a system that:
- enables the votes to be gathered in a manner that permits their subsequent verification, and
- permits the tallied votes to be presented to the Corporation without it being possible for the Corporation to identify how each member voted.
Pursuant to subsection 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendment to the bylaws of the Corporation to change this method of voting by members not in attendance at a meeting of members.
- Membership Dues
Members shall be notified in writing of the membership dues at any time payable by them and, if any are not paid within one (2) calendar month of the membership renewal date, the members in default shall automatically cease to be members of the Corporation.
- Termination of Membership
A membership in the Corporation is terminated when:
- the member dies or resigns;
- the member is expelled or their membership is otherwise terminated in accordance with the articles or bylaws;
- the member’s term of membership expires; or
- the Corporation is liquidated and dissolved under the Act.
Subject to the articles, upon any termination of membership, the rights of the member, including any rights in the property of the Corporation, automatically cease to exist.
- Discipline of Members
The board shall have authority to suspend or expel any member from the Corporation for any one or more of the following grounds:
- violating any provision of the articles, bylaws, or written policies of the Corporation;
- carrying out any conduct which may be detrimental to the Corporation 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 Corporation.
In the event that the board determines that a member should be expelled or suspended from membership in the Corporation, the president, or such other officer as may be designated by the board, shall provide twenty (20) 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 twenty (20) 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 Corporation. 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 a further twenty (20) 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.
- Place of Members’ Meeting
Subject to compliance with section 159 (place of Members’ Meetings) of the Act, meetings of the members may be held at any place in Canada determined by the board or, if all of the members entitled to vote at such meeting so agree, outside Canada.
- Persons Entitled to be Present at Members’ Meetings
Members, non-members, directors and the public accountant of the Corporation are entitled to be present at a meeting of members. However, only those members entitled to vote at the members’ meeting according to the provisions of the Act, articles and bylaws are entitled to cast a vote at the meeting.
- Chair of Members’ Meetings
In the event that the chair of the board and the vice-chair of the board are absent, the members who are present and entitled to vote at the meeting shall choose one of their members to chair the meeting.
- Quorum at Members’ Meetings
A quorum at any meeting of the members (unless a greater number of members are required to be present by the Act) shall be 20 voting members. 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.
- Votes to Govern at Members’ Meetings
At any meeting of members every question shall, unless otherwise provided by the articles or by-laws or by the Act, be determined by a majority of the votes cast on the questions. In case of an equality of votes either on a show of hands or on a ballot or on the results of electronic voting, the chair of the meeting in addition to an original vote shall have a second or casting vote.
- Participation by Electronic Means at Members’ Meetings
If the Corporation chooses to make available a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during a meeting of members, any person entitled to attend such meeting may participate in the meeting by means of such telephonic, electronic or other communication facility in the manner provided by the Act. A person participating in a meeting by such means is deemed to be present at the meeting. Notwithstanding any other provision of this bylaw, any person participating in a meeting of members pursuant to this section who is entitled to vote at that meeting may vote, in accordance with the Act, by means of any telephonic, electronic or other communication facility that the Corporation has made available for that purpose.
- Members’ Meeting Held Entirely by Electronic Means
If the directors or members of the Corporation call a meeting of members pursuant to the Act, those directors or members, as the case may be, may determine that the meeting shall be held, in accordance with the Act and the Regulations, entirely by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting.
- Number of Directors
The board shall consist of the number of directors specified in the articles. If the articles provide for a minimum and maximum number of directors, the board shall be comprised of the fixed number of directors as determined from time to time by the members by ordinary resolution or, if the ordinary resolution empowers the directors to determine the number, by resolution of the board.
- Term of Office of Directors
The Officers of the Association shall be the President, President-Elect/Treasurer and Director of Communications, all of whom have signing privileges.
The President-Elect/Treasurer shall be elected for a term of two years, after which he/she will become President for a term of two years.
The Director of Communications shall be elected by the membership for a two year term.
The National Officers of the Association acting together shall be referred to as the Executive.
All National Officers shall comply with the CANNT Board of Directors Code of Professional Conduct.
The membership shall elect four Regional Vice-Presidents to represent the regions of Canada West, Ontario, Quebec and Canada East.
The elected Regional Vice-Presidents shall assume control of Association affairs in the region and be responsible for the proper conduct of such affairs to the President. All Regional Vice-Presidents shall comply with the CANNT Board of Directors Code of Professional Conduct.
The membership shall elect a Vice-President of Technologists to represent the technical membership. The Vice-President of Technologists shall comply with the Board of Directors Code of Professional Conduct.
The term of office for Regional Vice-Presidents and Vice-President of Technologists shall be three years.
All Officers shall hold office until successors have been elected and installed.
An Office may be removed by the Board of Directors for a cause and be replaced by an appointment of the Board of Directors until the next Annual General Meeting at which time an Officer shall be elected who shall serve until the end of the regular term of the Office who has been removed by the Board of Directors.
The Editor in Chief (or Co-Editors in Chief) of the CANNT Journal shall be appointed by the board from the membership. The term of the Editor in Chief shall be reviewed by the board every 3 years and may be extended for a period of time determined by the board. At the discretion of the board, the Editor in Chief may attend board meetings; but does not have voting privileges at these meetings.
- Calling of Meetings of Board of Directors
Meetings of the board may be called by the chair of the board, the vice-chair of the board or any two (2) directors at any time. If the Corporation has only one director, that director may call and constitute a meeting.
- Notice of Meeting of Board of Directors
Notice of the time and place for the holding of a meeting of the board shall be given in the manner provided in the section on giving notice of meeting of directors of this bylaw to every director of the Corporation not less than 14 days before the time when the meeting is to be held. Notice of a 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. Notice of an adjourned meeting is not required if the time and place of the adjourned meeting is announced at the original meeting. Unless the bylaw otherwise provides, no notice of meeting need specify the purpose or the business to be transacted at the meeting except that a notice of meeting of directors shall specify any matter referred to in subsection 138(2) (Limits on Authority) of the Act that is to be dealt with at the meeting.
- Regular Meetings of the Board of Directors
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, but no other notice shall be required for any such regular meeting except if subsection 136(3) (Notice of Meeting) of the Act requires the purpose thereof or the business to be transacted to be specified in the notice.
- Votes to Govern at Meetings of the Board of Directors
At all meetings of the board, every question 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 in addition to an original vote shall have a second or casting vote.
- Committees of the Board of Directors
The board may from time to time appoint any committee or other advisory body, as it deems necessary or appropriate for such purposes and, subject to the Act, with such powers as the board shall see fit. Any such committee may formulate its own rules of procedure, subject to such regulations or directions as the board may from time to time make. Any committee member may be removed by resolution of the board of directors.
- Appointment of Officers by Ordinary Resolution
NOMINATIONS AND ELECTIONS
All directors and officers of the organization will be elected by the membership.
A Nominations Committee consisting of all Regional Vice-Presidents, Vice President of Technologists and President as chairperson, shall make a call for nominations to the membership at least nine months prior to the Annual Members’ Meeting.
The slate of nominees which includes secured written consent of each nominee to serve if elected, will be completed at least six months prior to the Annual Members’ Meeting and distributed to all voting members at least five months prior to the Annual Member’s Meeting.
If there is more than one candidate for a given office, election will be by mail or electronic ballot.
Ballots must be received by the National Office at least four months prior to the Annual Members’ Meeting and will be tabulated by the National Office and Chairperson or designate. A majority of votes cast for nominees for positions on the Board of Directors shall determine those candidates.
The Nomination Committee Chairperson will notify successful candidates. The slate of successful candidates will be presented to the membership at the Annual Member’s Meeting and voted on for approval.
- Description of Offices
The affairs of the Corporation shall be managed by the Board. The following officers on the Board shall have the following duties:
The President shall serve as Chairperson of the Board, call and chair the meetings of the Board of Directors, implement policies governing the Board of Directors, set the agenda and conduct the Annual General Meeting on behalf of the CANNT Association and any executive meetings. The President implements policies governing the Board of Directors and performs any other duties assigned by the Board.
The President-Elect shall serve as Chair of the Board, call and chair the meetings of the Board of Directors and perform any other duties assigned by the Board. The President-Elect/Treasurer shall perform those duties, as may be required, such as the title would indicate, or as assigned by the Board of Directors from time to time.
Vice-Presidents of Regions and Vice-President of Technologists:
The Vice-Presidents of Regions and Vice-President of Technologists shall, in the absence or inability or refusal to act of the President, perform the duties and exercise the powers of the President and shall perform other duties as shall from time to time be imposed upon his/her by the Board.
Director of Communications:
The Director of Communications shall perform those duties, as may be required, such as the title would indicate, or as assigned by the Board of Directors from time to time.
The powers and duties of all other officers of the Corporation shall be such as the terms of their engagement call for or the board or president requires of them. The board may from time to time and subject to the Act, vary, add to or limit the powers and duties of any officer.
- Vacancy in Office
In the absence of a written agreement to the contrary, the board may remove, whether for cause or without cause, any officer of the Corporation. Unless so removed, an officer shall hold office until the earlier of:
- the officer’s successor being appointed,
- the officer’s resignation,
- such officer ceasing to be a director (if a necessary qualification of appointment) or
- such officer’s death.
If the office of any officer of the Corporation shall be or become vacant, the directors may, by resolution, appoint a person to fill such vacancy.
- Method of Giving Any Notice
Any notice (which term includes any communication or document), other than notice of a meeting of members or a meeting of the board of directors, to be given (which term includes sent, delivered or served) 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 Corporation or in the case of notice to a director to the latest address as shown in the last notice that was sent by the Corporation in accordance with section 128 (Notice of directors) or 134 (Notice of change of directors);
- if mailed to such person at such person’s recorded address by prepaid ordinary or air mail;
- 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 Part 17 of 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 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 to be reliable. The declaration by the secretary 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 Corporation to any notice or other document to be given by the Corporation may be written, stamped, type-written or printed or partly written, stamped, type-written or printed.
- Invalidity of any Provisions of this Bylaw
The invalidity or unenforceability of any provision of this by-law shall not affect the validity or enforceability of the remaining provisions of this bylaw.
- 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 Corporation has provided notice in accordance with the bylaws 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.
- Dispute Resolution Mechanism
In the event that a dispute or controversy among members, directors, officers, committee members or volunteers of the Corporation arising out of or related to the articles or bylaws, or out of any aspect of the operations of the Corporation is not resolved in private meetings between the parties then without prejudice to or in any other way derogating from the rights of the members, directors, officers, committee members, employees or volunteers of the Corporation as set out in the articles, bylaws or the Act, and as an alternative to such person instituting a law suit or legal action, such dispute or controversy shall be settled by a process of dispute resolution as follows:
- The dispute or controversy shall first be submitted to a panel of mediators whereby the one party appoints one mediator, the other party (or if applicable the board of the Corporation) appoints one mediator, and the two mediators so appointed jointly appoint a third mediator. The three mediators will then meet with the parties in question in an attempt to mediate a resolution between the parties.
- The number of mediators may be reduced from three to one or two upon agreement of the parties.
- If the parties are not successful in resolving the dispute through mediation, then the parties agree that the dispute shall be settled by arbitration before a single arbitrator, who shall not be any one of the mediators referred to above, in accordance with the provincial or territorial legislation governing domestic arbitrations in force in the province or territory where the registered office of the Corporation is situated or as otherwise agreed upon by the parties to the dispute. The parties agree that all proceedings relating to arbitration shall be kept confidential and there shall be no disclosure of any kind. The decision of the arbitrator shall be final and binding and shall not be subject to appeal on a question of fact, law or mixed fact and law.
All costs of the mediators appointed in accordance with this section shall be borne equally by the parties to the dispute or the controversy. All costs of the arbitrators appointed in accordance with this section shall be borne by such parties as may be determined by the arbitrators.