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CAET - Bylaws - English Wida
CAET - Bylaws - English Wida
TABLE OF CONTENTS
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PROVISOS ………………………………………………………………………… 13
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CANADIAN ASSOCIATION FOR ENTEROSTOMAL THERAPY
Bylaws
ARTICLE 1 - PREAMBLE
1.3 Language
1.3.1 Although the Corporation recognizes both official languages of Canada, the
working language of the Corporation shall be English.
1.3.2 The English document is the governing authority, while the French document is
for information purposes only.
1.4.2 The seal of the Corporation shall be in custody of the President, and only this
individual or her designate shall have use of the seal.
2.1 Definitions
In this document, the following words have these meanings:
2.1.1 “Act” - the Canada Corporations Act, or any statute substituted for it.
2.1.3 “Board” - the Board of Directors of the Canadian Association for Enterostomal
Therapy.
2.2 Interpretation
The following rules shall be applied in interpreting these bylaws:
2.2.1 Singular and Plural: words indicating the singular number include the plural, and
vice-versa.
2.2.2 Gender: words indicating the feminine also include the masculine.
2.2.3 Headings are for convenience only and do not affect the interpretation of the
bylaws.
ARTICLE 3 – MEMBERSHIP
3.1.2 Associate
Any health care professional who is interested in and supportive of the objectives
of the Corporation.
They shall:
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i) pay dues as established by regulation.
ii) have specific privileges of membership as determined by regulation, but may
not make motions, vote, or hold office.
3.1.3 Industry
An individual who is employed by or represents a company whose primary
business is related to the field of wound, ostomy, and/or continence care, and
who is interested in and supportive of the objectives of the Corporation.
They shall:
i) pay dues as established by regulation.
ii) have specific privileges of membership as determined by regulation, but may
not make motions, vote, hold office, enroll in CAET’s Enterostomal Therapy
Nursing Education Program, or attend meetings except by invitation of a Board
member.
3.1.4 Retired
Any member who is retired from employment and is interested in and supportive
of the objectives of the Corporation.
They shall:
i) pay 50% of dues established for their former membership category.
ii) retain the privileges of their former membership category, but may not make
motions, vote, or hold office.
3.1.5.2 One (1) honorary life membership may be conferred each year.
3.4.2 Dues shall be in the amount recommended by the Board and approved by a
majority of voting members present at the AMM.
3.4.3 Members shall be notified at least thirty (30) days in advance when a motion to
increase dues will be made at the AMM.
3.5.2 Delinquent members shall receive a final notice which shall be mailed within
seven (7) days following the final due date.
3.6 Reinstatement
Reinstatement to membership shall be made upon written application and payment of the
appropriate membership dues.
3.7.2 For any cause other than non-payment of dues, expulsion shall occur only after
the member has been advised of the reason for the action and given reasonable
opportunity for defense.
3.7.3 Any member so expelled may appeal the decision of the Board at the next AMM,
providing that notice of intent to appeal is provided in writing to the President at
least ten (10) days before the meeting.
3.7.4 Any member may withdraw from the Corporation by delivering written
notification to the President.
4.1.2 All members shall be notified of the meeting in writing at least sixty (60) days
prior to the selected date.
4.1.4 Minutes of the AMM shall be recorded by a secretary/clerk hired for this purpose,
and shall be kept in a secure storage unit located at National Office.
4.2 Quorum
A quorum shall be twenty percent (20%) of the voting membership.
4.3 Voting
4.3.1 A vote of not less than a majority of voting members present shall be required for
passage of any matter before the meeting, except as otherwise may be required
by these bylaws, the Act, or Robert’s Rules of Order, Newly Revised.
4.3.2 Voting on all matters, other than elections and honorary life memberships, shall
be by show of hands.
4.4.2 The request for a special meeting must state the reason for the meeting and any
motions to be considered.
4.4.3 The time, date, and location of such a meeting shall be determined by the
President and shall be fixed not later than ninety (90) days after receipt of a
proper request.
4.4.4 Each voting member shall receive written notice of the time, date, location, and
purpose of the meeting at least sixty (60) days prior to the selected date.
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4.4.5 The agenda of a special meeting shall be limited to the purpose for which the
meeting was called.
4.4.6 Any special meeting shall have the same method of voting and the same quorum
requirements as for the AMM (Articles 4.2 and 4.3).
5.1.2 Remuneration
Board members shall not receive remuneration for their services, but shall
receive compensation for expenses as per established policy.
5.1.10.2 If a vacancy occurs for any reason, the Board may, by resolution, fill
such vacancy with a member of the Corporation in good standing, who
meets the requirements specified in Article 5.1.9.
5.1.10.3 A vacancy that is filled as per Article 5.1.10.2 shall be for the duration
of the term only.
5.2.2 Meetings shall be held at a time and place agreed upon by the Board, provided
that a minimum of seven (7) days written notice is provided. Written notice shall
be waived when all Board members are present for such decision.
5.2.4 A majority of the Board of Directors shall constitute a quorum for the transaction
of business at any duly called meeting of the Board.
5.2.5 A vote of not less than a majority of Board members present shall be required for
passage of any matters before the meeting, except as otherwise may be required
by these bylaws, the Act, or Robert’s Rules of Order, Newly Revised.
5.2.6 Each Board member, with the exception of the Past President, shall have one (1)
vote.
5.2.7 Members of the Corporation may attend meetings of the Board as observers, but
may not participate in discussion or vote. Such attendance may be limited by
space restrictions, and observers may be asked to leave at any time at the
discretion of the Board.
5.2.8 Minutes of all Board meetings shall be recorded by a secretary/clerk hired for this
purpose, and shall be kept in a secure storage unit located at National Office.
5.4.2 Advisory Panel members shall serve for two (2) years, and may be re-appointed
at the end of each term.
5.4.3 Advisory Panel members shall not receive remuneration for their services, but
shall receive compensation for expenses as per established policy.
ARTICLE 6 – ELECTIONS
6.1.3 Regional Directors from the Atlantic Provinces, Ontario, and the
Prairies/Northwest Territories/Nunavut shall be elected in even-numbered years
by voting members in their respective Regions.
6.1.4 Regional Directors from British Columbia/Yukon and Quebec shall be elected in
odd-numbered years by voting members in their respective Regions.
6.2.3 The Past President shall hold office for a single term of two (2) years.
6.2.4 In the event that the Past President is unable to complete her term, the office shall
remain vacant until the President completes her term and becomes Past President.
6.2.5 The Treasurer and Regional Directors shall hold office for a term of two (2)
years, or until their successors are elected. They may be elected for a second
term, but no person shall serve more than two (2) consecutive terms.
6.3 Voting
6.3.1 Voting for the Board of Directors shall be by secret ballot which shall be mailed
to all voting members in good standing at least thirty (30) days prior to the first
day of the AMM. The ballot shall be returned as designated for deposit
unopened in the ballot box.
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6.3.2 The candidate receiving the largest number of votes for each office shall be
declared elected to the office.
6.3.3 If there is only one candidate running for a particular office, she shall be declared
elected by acclamation.
6.3.4 In the event that there are no declared candidates prior to the AMM, a call for
nominations will be held at the opening of the meeting. Quorum and voting
requirements will be as per Articles 4.2 and 4.3, and voting shall be by secret
ballot.
6.4 Tellers
6.4.1 Three (3) tellers shall be appointed by the President, with one designated as
Chair. The tellers shall count the ballots and report the results of the election to
the President.
6.4.2 No teller shall be a candidate for office nor a member of the Nominating
Committee.
7.1.1 Each core program shall be chaired by a Program Leader who shall hold office
for a term of two (2) years. Program Leaders may serve a second term, but no
person may serve more than two (2) consecutive terms.
7.3.2 The Chair shall be appointed by the Board. The remaining Committee members
shall be elected by voting members from each Region at Regional Meetings held
during Annual Conference.
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7.3.3 The term of service of each committee member shall terminate with the next
succeeding AMM.
7.4.2 The Chair shall be appointed by the Board. The remaining Committee members
shall be recruited by the Chair with the assistance of Regional Directors.
7.4.3 Committee members shall serve a two (2) year term and may be re-appointed at
the end of each term.
7.5.3 Ad hoc committees shall be disbanded by Board motion when their task is
completed or no longer relevant.
7.6.2 Program Leaders and Committee Chairs shall report to the Board and shall
submit annual budgets for Board approval.
7.6.3 Program Leaders and Committee Chairs shall not receive remuneration for their
services, but shall receive compensation for expenses as per established policy.
ARTICLE 8 – BUDGET
9.1 The latest edition of Robert’s Rules of Order, Newly Revised shall govern in all cases
not covered by these bylaws.
9.2 A qualified parliamentarian shall be appointed to attend the AMM. Remuneration and
payment of expenses shall be decided by the Board.
ARTICLE 10 – DISSOLUTION
In the event of dissolution or winding-up of the Corporation, all of its remaining assets after
payment of its liabilities shall be distributed to one (1) or more recognized charitable
organizations in Canada.
ARTICLE 11 – AUDITORS
11.1 The members shall annually appoint an auditor for the purpose of auditing and
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verifying the books and accounts of the Corporation.
11.2 Remuneration of the auditor shall be fixed by the Board of Directors, who shall
fill any casual vacancy in the position by resolution.
12.1 Contracts, documents, or any instruments in writing which require the signature of the
Corporation shall be signed by any two (2) members of the Executive, whose signatures
shall be binding upon the Corporation without any further authorization or formality.
12.2 The Board shall have the power to appoint an officer or officers on behalf of the
Corporation to sign contracts, documents, and instruments in writing generally or
specifically.
12.3 The Seal of the Corporation, when required, may be fixed to contracts, documents, and
instruments in writing signed as aforesaid or by any officer or officers appointed by
resolution of the Board.
13.1 The Corporation indemnifies each member of the Board against all costs or charges that
may result from any act done in her role for the Corporation.
13.2 The Corporation does not protect any Board member for acts of fraud, dishonesty, or bad
faith.
14.1 The bylaws of the Corporation may be enacted, repealed, or amended by a majority of
the Board of Directors and sanctioned by an affirmative vote of at least two thirds (2/3)
of voting members present and voting at a meeting duly called for the purpose of
considering said bylaws. The enactment, repeal, or amendment of such bylaws shall not
be enforced or acted upon until the approval of the Minister has been obtained.
PROVISOS
2.1.8 “Executive” - the President, President-Elect, Past President and Treasurer of the
Corporation.
Proviso # 1: In the above proposed amendment, the office of President-Elect will become
effective immediately. The position of Past President and all articles related to this position will
be become effective in 2008, when the current President’s term is completed. In 2008, the
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office of Secretary will be deleted. The present Secretary will complete her term of office
which expires in 2008, after which the duties of the office will be assumed by a paid
Professional Assistant. For the year 2007 – 08, the Executive will therefore consist of:
President, President-Elect, Treasurer, and Secretary.
7.1.1 Each core program shall be chaired by a Program Leader who shall hold office
for a term of two (2) years. Program Leaders may serve a second term, but no
person may serve more than two (2) consecutive terms.
Proviso # 5: In the above proposed amendment, the former Focus Groups will be replaced by
Core Programs, effective immediately. During this transition period, current Focus Group
Coordinators may become Program Leaders, or other qualified active members may be
appointed to fill these positions.
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Adopted: 24 May 07
Amended: June 2008