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CSN Bylaws
 

CSN Bylaws

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    CSN Bylaws CSN Bylaws Document Transcript

    • CANADIAN SOCIETY OF NEPHROLOGY SOCIÉTÉ CANADIENNE DE NÉPHROLOGIE BY-LAWS BY-LAW NO. A. A by-law relating generally to the business and affairs of the Society. BE IT ENACTED and it is hereby enacted as a by-law of the Canadian Society of Nephrology - Société Canadienne de Néphrologie (hereinafter called the “Society”) as follows: ARTICLE ONE – MEMBERSHIP Section 1.1 Classes of Membership. The membership of the Society shall consist of active, honorary, associate, meritorious, corresponding and corporate members. Section 1.2 Qualifications for Active Membership. Any person holding the degree of Doctor of Medicine or Doctor of Philosophy or its equivalent who has demonstrated a major and continued interest in nephrology shall be eligible for active membership in the Society. Section 1.3 Application for Active Membership Applications for active membership in the Society must be made in writing by the candidate. In order to be eligible for consideration, applications must include recommendations for membership from two active members of the Society. Applications must also include evidence to satisfy the Board of Directors of the Society that at least one of the criteria in Section 1.4 is met by the candidate. Section 1.4 Criteria for Active Membership In judging the eligibility of a candidate for active membership, the Board of Directors of the Society shall consider: (a) acceptable research or clinical training in Nephrology; (b) significant clinical experience as a specialist and consultant in kidney disease and related conditions; (c) publication of at least one meritorious paper in the field of Nephrology; (d) such other considerations the Board may consider relevant.
    • Section 1.5 Approval of Applications for Active Membership An application for an active membership in the Society shall be considered by the Board of Directors of the Society and, if approved by a majority vote of the Board of Directors, shall be submitted to the active membership for approval. No person shall become an active member of the society unless his application has received the approval of a majority of the Directors and a majority of the present active members of the Society. Section 1.6 Honorary Membership Honorary members shall be granted to those persons who are considered deserving of such appointment by reason of their contribution to the field of Nephrology or to the Society. Such honorary membership shall be granted by a resolution of the Board of Directors of the Society. Section 1.7 Meritorious Membership On retirement from active practice or at the age of 65 years, either at the request of the member or at the discretion of the Board of Directors, an individual may be admitted as a member meritorious without the requirement of the payment of dues. That member shall have all the benefits and rights of active members. Section 1.8 Associate Membership Individuals in an accredited nephrology fellowship or Master/Doctorate of Science program may be admitted as associate members subject to approval by majority vote of the Board of Directors and of the active membership. That member shall have all the benefits of the active members without the requirement of the payment of dues but may not vote, serve on the Board of Directors, or committees or hold office. Their application must be recommended by the director of their training/research program. The program/research director must also be a member of the Society. Section 1.9 Corresponding Membership Individuals meeting the criteria for active membership but having permanent residence and place of practice outside of Canada may apply to become corresponding members of the Society. Corresponding members may not hold office or vote at meetings of the Society. Corresponding members will receive electronic communication regarding Society activities and will not be required to pay an annual fee. Section 1.10 Corporate Membership Corporations which have financially supported the Society’s scientific and educational activities, may at the discretion of the Board of Directors, be granted non-voting corporate membership. Continuation of such membership will be at the discretion of the Board of Directors. 2
    • Section 1.11 Revocation of Membership. The Board of Directors of the Society may revoke the membership of any active member who fails to pay his/her membership dues for two consecutive years. The Board of Directors may also revoke the membership of any member of the Society found guilty of professional misconduct as defined by provincial medical licensing bodies. To revoke membership in the Society for professional misconduct, a two- thirds vote of the Board of Directors is required as well as at least a majority vote of the active members present at a business meeting of the Society to which the active membership is invited following at least one month’s notice. Section 1.12 Resignation. Any member may withdraw from the Society by addressing a letter of resignation to the Secretary/Treasurer of the Society or to any member of the Board of Directors. Such resignations shall be effective upon their acceptance by the Board of Directors of the Society. Section 1.13 Members of the Canadian Association of Pediatric Nephrologists Any member of the Canadian Association of Pediatric Nephrologists (CAPN) is eligible to apply for active membership in the Society. Dues will be as determined by the Board of Directors and as sanctioned by a majority vote of the membership at the annual business meeting. Section 1.14 Membership of the President or President-elect of the Kidney Foundation of Canada The President or President-elect or delegate of the Kidney Foundation of Canada shall be an ex-officio member of the Society throughout his/her term of office. ARTICLE TWO- BOARD OF DIRECTORS Section 2.1 Number. Until changed in the manner required by law, the Board of Directors of the Society shall consist of fourteen to seventeen (14 – 17) persons, all of which shall serve without remuneration as Directors. Section 2.2 Duties The property and business of the Society shall be managed by the Board of Directors. The Board shall propose new members and shall arrange the annual scientific and business meetings of the Society. The Board of Directors may, on literature of the Society, be designated as the “Council” of the Society. 3
    • Section 2.3 Eligibility for the Board of Directors The vacancies on the Board of Directors shall be elected annually by the active and meritorious members from amongst their number. Former Directors shall be eligible for re-election at the annual business meeting of the active members of the Society, provided that no person shall serve as a regional Director of the Society for a period of more than six consecutive years. No member may serve as a Director for a term greater than a total of nine (consecutive) years. Four Directors, who comprise the officers, shall be elected at large by the active membership. The fifth Director, an ex- officio member of the Board of Directors, shall be the President or President-elect of the Kidney Foundation of Canada as determined by the Kidney Foundation of Canada. The sixth Director, an ex-officio member of the Board of Directors, shall be the Chair of the Specialty Committee in Nephrology of the Royal College of Physicians and Surgeons of Canada as determined by the Royal College of Physicians and Surgeons of Canada. The seventh Director shall be the President of the Canadian Association of Pediatric Nephrologists as determined by the Canadian Association of Pediatric Nephrologists. Also, the Chairs of the Communications, Education and the Nominating and Awards Committees shall be ex-officio members of the Board of Directors if they are not already Board members. Seven Directors, whose term shall be three years, shall be elected by those present at the annual meeting from those persons nominated by regions as follows: ----------------------------------------------------------- Active members resident in the province of: Number to be elected (nominated) ----------------------------------------------------------- British Columbia, Alberta Saskatchewan, Manitoba--------------------2 Directors Ontario-----------------------------------------2 Directors Quebec-----------------------------------------2 Directors Atlantic Provinces ---------------------------1 Director The executive committee may under certain circumstances waive the above requirement for geographic representation as long as there are the above minimum number of voting members on the Board of Directors from any one region. The Board of Directors will have a maximum of seventeen and a minimum of fourteen members, depending on whether the committee chairs are already members of the Board of Directors. There can be up to five ex-officio members as detailed above. The number of Directors can be changed by a resolution that is passed by a two-thirds majority of the active members present at a special meeting called for that purpose. 4
    • Section 2.4 Procedure for Nominations to the Board of Directors. The Chair of the Nominating and Awards Committee of the Society shall be responsible for notifying the active membership prior to the annual business meeting of the active members of the society that in addition to nominations at large for the officers of the society regional nominations or directors are required. The Nominating and Awards Committee shall be responsible for submitting a full nomination slate to the annual business meeting of the active members. If nominations exceed the openings available, elections will be held for those positions. The Secretary of the Society will be responsible for preparing a ballot based on the nomination slate prepared by the Nominating and Awards Committee. Section 2.5 Vacation of Office The office of a Director of the Society shall be automatically vacated: (a) if he/she shall resign his/her office by delivering his/her written resignation to the President-Elect/Secretary of the Society; (b) if he/she ceased to be an active member of the Society; (c) on his/her death; (d) if a special meeting of the active members is called for the purpose of removing him/her form office, and at such special meeting a resolution calling for his/her removed is passed by two-thirds of the active members present at the meeting. Any ten active members of the Society may request the convening of such a meeting of active members. Section 2.6 Vacancies – How Filled: If any vacancies shall occur for any reason in the Board of Directors, as long as a quorum remains in office the remaining Directors may, be resolution, fill the vacancy by appointment of another active member of the Society who shall fill the vacancy until the next annual business meeting of the members of the Society. Section 2.7 quorum. Eight (8) Directors shall constitute a quorum at all meetings of the Directors of the Society. 5
    • Section 2.8. Meetings of the Board of Directors Meetings of the Board of Directors may be held at any time and place determined by the Directors, provided that not less than ten days’ prior notice in writing of each such meeting shall be received by each Director of that notice of such meeting shall have been mailed three weeks prior to the meeting. No formal notice shall be necessary if all Directors are present in person at the meeting or waive notice thereof in writing. No notice is required of the meeting of the newly elected Board held immediately following the annual business meeting of the active members. Attendance of a Director at a meeting of Directors is a waiver of a notice of meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting was not properly called. Notice of an adjourned meeting of the Directors is not required to be given if the time and place of the adjourned meeting is announced at the original meeting. Ex-officio members of the Board of Directors are non-voting. All other members of the Board of Directors have an equal vote. A resolution requires a majority vote to pass unless otherwise stipulated in the by-laws. Section 2.9 Participation by Conference Telephone. One or more Directors may, if all of the other Directors present at the meeting consent, participate in a meting of Directors of any Committee of Director by means of such telephone or other communication facilities as permit all persons participating in the meeting to hear each other, and a Director participating in such a meeting by such means is deemed for the purpose of this by-law to be present in person at such meeting. Section 2.10 Executive Committee. There shall be an Executive Committee of the Board consisting of four persons, namely: the President, the Past-President, the President-Elect, and the Secretary/Treasurer of the Society, of whom three persons shall be a quorum. The Executive Committee shall perform such duties as may be assigned to it by the Board of Directors of the Society between meetings of the Board of Directors. Meetings of the Executive Committee may be held at any time and place determined by the members of the Executive Committee, provided that not less than ten days’ prior notice in writing of each such meeting shall be received by each member of the Executive Committee or that notice of such meetings shall have been mailed three weeks prior to the meeting. No formal notice shall be necessary if all members of the Executive Committee are present in person at the meeting or waive notice thereof in writing. 6
    • Section 2.11 Remuneration of Directors. Directors do not receive any remuneration for work done by them of behalf of the Society. Directors may, by resolution of the Board, be reimbursed for their expenses in connection with work done by them on behalf of the Society but not including attendance at the annual meeting. Section 2.12 Kidney Foundation of Canada. It is desirable, but not mandatory, that the President or President-elect of the Kidney Foundation of Canada should be elected a Director at each annual business meeting of the Society. ARTICLE THREE – OFFICERS Section 3.1 Officers. The Officers of the Society shall consist of the President, the immediate Past-President, President-Elect and Secretary/Treasurer and such other officers as the Board of Directors may determine by resolution. Each Officer shall hold office for two years with the exception of the treasurer who shall hold office for a term of four years. Each of the Officers shall be a Director of the Society throughout his/her term of office and, if he/she ceases to be a Director, he/she shall cease to be an officer of the Society. Members of the Executive Committee or as Officers of the Society as members of the Board of Directors are bound by the above articles concerning removal from office and remuneration. Section 3.2 Election of Officers. The Officers shall be elected by the active members during the annual business meeting of the active members of the Society. Section 3.3 Special Provisions Related to the President. The term of office of the President shall be two years and a person may serve only one term as President. A Director shall not be able to become President of the Society unless he/she has served as a Director of the Society for two years. Section 3.4 Special Provisions Related to the President-Elect and Secretary/Treasurer The term of office of the President-Elect shall be two years and the term of the office of the Secretary/Treasurer shall be four years. 7
    • Section 3.5 Duties of the President. The President shall be the chief executive officer of the Society. The President shall preside at all meetings of the Society, of its Board of Directors and of its Executive Committee. The President shall have the general and active management of the business and affairs of the Society. The President shall see that all orders and resolutions of the Board, Executive Committee and of the active members are carried into effect and the President, the President-Elect, or the Secretary/Treasurer or other officer appointed by the Board for the purpose shall sign all documents requiring the signatures of the officers of the Society. The President shall serve as an ex-officio member of the Nephrology Specialty Training Committee of the Royal College of Physicians and Surgeons of Canada. Section 3.6 Duties of the President-Elect The President-Elect shall, in the absence or disability of the President, perform the duties and exercise the powers of the President and shall perform such other duties as from time to time shall be assigned by him/her by the Board of Directors or the President. Section 3.7 Duties of the Secretary/Treasurer The Secretary/Treasurer shall attend all meetings of the Board and Executive Committee and all meetings of the active members and shall be custodian of the corporate seal of the Society and of the funds and other assets of the Society. The Secretary/Treasurer shall keep or cause to be kept full and accurate accounts of receipts and disbursement on behalf of the Society and shall cause to be deposited all monies and other valuable effects in the name of and to the credit of the Society in such depositories as may be designated by resolution of the Board of Directors from time to time. The Secretary/Treasurer shall disburse the funds of the Society as may be ordered by the Board of Directors or the Executive Committee of the Society, taking proper vouchers for such disbursements, and shall render to the Board of Directors and to the members at the meeting of the Society or whenever they shall require an account of all his/her transactions as Secretary/Treasurer. The Secretary/Treasurer shall also perform other duties as may from time to time be determined by the Board of Directors or Executive Committee of the Society. In the absence of the Secretary/Treasurer the President shall authenticate all documents, including purchase orders and tenders, issued in the name of the Society. The Treasurer may authorize another member of the Executive Committee to disburse the funds of the Society as required as may be ordered by the Board of Directors or the Executive Committee of the Society and subject to the above requirements of record keeping and reporting. The Secretary/Treasurer shall attend all meetings of the Board and Executive Committee and all meetings of the active members and shall act as clerk thereof and record all votes and minutes of all meetings in the books to be kept for such purpose. The Secretary/Treasurer shall give notice or cause to be given notice of all meetings of the active members, Boards of Directors and Executive Committee. 8
    • ARTICLE FOUR – FINANCIAL Section 4.1 Financial Year. The financial year of the Society shall terminate on the last day of December in each year. Section 4.2 Auditors. The books and records of the Society shall be audited annually by a chartered accountant or a firm of chartered accountants who will from time to time be nominated by the Board of Directors and appointed by the active members at the annual business meeting of the Society. The remuneration of such auditors shall be fixed from time to time by the Board of Directors. The report of the auditors will be presented to the members at the annual business meeting. Copies of the auditors’ report shall be made available to all active and emeritus members by the Secretary/Treasurer. Section 4.3 The Dr. Guy Lemieux Education Fund. The previously known “Fond du Viie Congress International de Néphrologie” – “Trust Fund of the VIIth International Congress of Nephrology” or the “Trust Fund” is to be known as the Dr. Guy Lemieux Education Fund. It is to be held in trust by this Society and the interest derived from investment of these monies is to be used only for the educational purposes of the Society as determined by the Board of Directors. The nature of the investments of these monies will be decided by the Board of Directors. The original principal of this fund is $85,500.00 – eighty five thousand, five hundred dollars and shall not be expended. Section 4.4 General Fund. All other monies and investments of the Society shall be kept in the Society’s General Fund. The Board of Directors shall use any monies and investments in this fund in whatever way they see fit for the benefit of the Society. The nature of the investments of these monies will be decided by the Board of Directors. Section 4.5 The ISPD 2001 Fund. The fund known as ISPD 2001 has been donated to the Society to be used in support of activities involving education about treatment for end stage kidney disease. These funds will be used for these purposes as determined by the Board of Directors. 9
    • ARTICLE FIVE – DUES Section 5.1 Dues. Dues shall be assessed annually in an amount proposed by the Board of Directors and approved by the active membership. Dues shall be payable by March of each year. In the event that an active member fails to pay dues for two consecutive years, the President-Elect/Secretary shall notify him/her of the proposed termination at the next annual business meeting of the active members of the Society of his/her membership in the Society. His/her active membership shall not be terminated unless such dues remain unpaid at the time of such annual business meeting and the resolution terminating his/her active membership is enacted at such meeting. At its discretion, the Board of Directors may waive the annual dues of certain active members of the Society under financial hardship or other circumstances. ARTICLE SIX – MEETINGS Section 6.1 Scientific Meetings. The Society will hold scientific meetings for the presentation and discussion of the papers of active members and other at such times and at such places as may be determined form time to time by the Board of Directors. Section 6.2 Annual Business Meetings. The annual business meeting of the active, associate and meritorious members of the Society shall be held at such place and time as the Board of Directors may designate for the purpose of electing Directors, appointing auditors and conducting such other business as may properly come before the meeting. Section 6.3 Notice and Quorum. The Secretary/Treasurer shall send notice in writing of all scientific meetings and business meetings of the Society at least sixty days in advance of such meeting and a quorum at all business meetings of the Society shall be twenty active or meritorious members present in person. A proxy may be given by an active or meritorious member for all business meetings or such special meetings of the Society as may be called form time to time. All notice of business meetings or special meetings of the Society must contain a form of proxy or a reminder of proxy right. Section 6.4 Voting. Unless otherwise specified herein, all matters at business meetings of the Society shall require the majority vote of the active and meritorious members present in person or represented by proxy. All proxy votes are to be given in writing. 10
    • Section 6.5 Language. The English language or the French language may be used at any meeting of the Society. Section 6.6 Special Meetings. The Board of Directors may at any time call special scientific meetings or special business meetings of the active, associate and meritorious members of the Society. The Secretary/Treasurer, upon the written request of ten active or meritorious members of the Society, may call a special business meeting of the active, associate and meritorious members to transact such business as specified in the notice of the special meeting. This notice must contain sufficient information to allow member to make a reasoned decision so as to effect a proxy vote. ARTICLE SEVEN – COMMITTEES Section 7.1 Standing Committees. Standing Committees of the Society shall be appointed annually by the Executive Committee following the annual business meeting of the active members of the Society and shall be as follows: (a) Nominating and Awards Committee. The Chairman of the Nominating Committee shall be the immediate Past-President of the Society, or if he/she is unavailable, another member of the Board of Directors appointed by the President. The Nominating and Awards Committee shall include the President-Elect, one member of Council who declares they are not interested in seeking an Executive position, representative from the Kidney Foundation and one member at large. (b) Program Committee. The Program Committee shall consist of the President, the President-Elect, the Secretary/Treasurer, the Past- President and the Chair of the Education Committee. The President shall serve as Chairman of the Program Committee with power to add to the Committee and the Program Committee shall be responsible for the preparation of the scientific program at scientific meetings of the Society. (c) Canadian Organ Replacement Registry (CORR). The Board shall appoint several active members of the Society to serve on the Data Advisory Committee and Board of Directors of CORR as required. 11
    • (d) The Communications Committee. The Board shall appoint an active member of the Society to be chair of the Communications Committee. The chair will have a term of three years. No member may hold the chair of this committee for more than two consecutive terms. This person may appoint any other members of the Society to this committee as necessary pursuant to approval by the Board of Directors. This committee shall be responsible for communications via print and electronic media between the Society and its members. Communications will be in both official languages, English and French. As such, it is expected that at least one member of this committee will be fluently bilingual to facilitate communications. Where the chair of this committee is not already a member of the Board of Directors then that individual will become an ex- officio member of the Board for as long as they are chair of the committee. (e) The Guidelines Committee. The Board shall appoint an active member of the society to be Chair of the Guidelines Committee. The Chair will have a term of three years. No member may hold the Chair of this Committee for more than two consecutive terms. The Board shall appoint other members of the Society to this Committee as necessary. This Committee shall develop guidelines with the delivery of care to patients with kidney disease in Canada. (f) The Education Committee. The Board shall appoint an active member of the Society to be chair of the Education Committee. The chair will have a term of three years. No member may hold the chair of this committee for more than two consecutive terms. Where the chair of this committee is not already a member of the Board of Directors then that individual will become an ex-officio member of the Board for as long as he/she is chair of the Committee. The Board shall appoint other members of the Society to this committee as necessary. This committee shall promote and coordinate all educational and related activities for the Society. Each Committee chair shall make an annual report to the members at the annual business meeting of the Society and shall report regularly to the Executive Committee over the course of each year as to the activity of their committee. Section 7.2 Ad Hoc Committees. The Board of Directors of the Society may from time to time appoint such Ad Hoc Committees as the needs of the Society may require and the President of the Society shall be an ex-officio member of every Ad Hoc Committee. The mandate and membership of each Ad Hoc Committee shall cease at the annual business meeting of the active members of the Society, subject to reappointment. 12
    • ARTICLE EIGHT – INDEMNIFICATION Section 8.1 Indemnification Every Director of the Society and his/her heirs, executors, administrators and estate and effects respectively, may 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, damages and expenses whatsoever which such director sustains or incurs in or about any action, suite or proceeding that is brought, commenced or prosecuted against him/her, for or in respect of any act, deed, matter of thing whatsoever, made, done or permitted by him/her, in or about the execution of the duties of his/her office; (b) all other costs, charges, damages and expenses sustained or incurred by him/her, in or about in relation to the affairs of the Society; except such costs, charges, damages and expanses that are occasioned by his/her own willful neglect or default. ARTICLE NINE – REPEAL OF PRIOR BY-LAWS Section 9.1 Repeal and Saving Provisions. All prior by-laws of the Society inconsistent herewith shall be repealed with effect from the effective date of this by-law, provided that no action heretofore taken under the authority of any by-law so repealed shall be invalidated by virtue of such repeal. ARTICLE TEN – EFFECTIVE DATE Section 10.1 Effective Date. This by-law shall be deemed to be effective on the date upon which it receives the approval of the Minister of Industry pursuant to the Canada Corporations Act after it has received the sanction of the affirmative vote of at least two-thirds of the active members of the Society present at a meeting duly called for considering this by-law. ARTICLE ELEVEN –AMENDMENT AND REPEAL Section 11.1 Amendment and Repeal. By-laws of the Society may be enacted and such by-laws repealed or amended by further by-law enacted by a majority of the Directors at a meeting of the Board of Directors and sanctioned by the affirmative vote of at least two-thirds of the active members at a meeting duly called for the purpose of considering such by-law. No such by-law providing for repeal or amendment shall be effective until it also has received the approval of the Ministry of Industry pursuant to the Canada Corporations Act. 13
    • ARTICLE TWELVE – NUMBER AND GENDER Section 12.1 Number and Gender. In this by-law the singular shall include the plural and vice versa; the masculine shall include the feminine and vice versa. ENACTED the ______ day of _______________________ at the City of ________________ in the Province of ______________________. WITNESS the seal of the Society. ____________________________ President ____________________________ President-Elect (Approved AGM May 2003) 14
    • CANADIAN SOCIETY OF NEPHROLOGY SOCIÉTÉ CANADIENNE DE NÉPHROLOGIE By-Law No. B Mission Statement To promote the highest quality of care for patients with renal diseases by setting high standards for medical training and education and to increase the knowledge, skills and attitudes of nephrologists To encourage research in biomedical sciences related to the kidney, kidney disorders and renal replacement therapies. To improve the delivery of health care related to Nephrology. To promote the continuing professional competence of nephrologists. To encourage and support scholarly and ethical approaches to the enhancement of this specialty. To achieve its mission, the Canadian Society of Nephrology will do the following: Promote facilities and budgets to care for all Canadians with kidney diseases. Establish efficient and effective strategies for the maintenance of competence of nephrologists in collaboration with other organizations. Encourage and support effective teaching of Nephrology in all settings. Provide a strong voice of cohesive force for nephrologists as they relate to the public interest with respect to the provision of nephrologic medical care. Strongly support education and research in renal physiology, renal diseases and treatment modalities for renal diseases, including transplantation and all forms of dialysis. 15