Bylaws

1. In this Bylaw and in all other Bylaws of the Corporation, unless the context otherwise requires:

1.1. “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;

1.2. “Annual General Meeting” means the annual meeting of the Members at which, in addition to any other business that may be transacted, the report of the Board, the report of the auditors of the Corporation and the financial statements of the Corporation shall be presented to the Members;

1.3. “Associate” means a supporter or former member of the Corporation who is not a member within the meaning of the Act or the Bylaws and shall have no right to vote at Members’ Meetings;

1.4. “Articles” means the original or restated articles of incorporation or articles of amendment, amalgamation, continuance, reorganization, arrangement or revival of the Corporation;

1.5. “Board” means the board of directors of the Corporation;

1.6. “Bylaws” means this Bylaw and any other bylaw of the Corporation as amended and which are, from time to time, in force and effect;

1.7. “Director” means a member of the Board;

1.8. “Member” means an individual that meets the requirements for membership set out in this bylaw, has applied for and has been accepted into membership in the Corporation by resolution of the Board or in such other manner as may be determined by the Board;

1.9. “Members’ Meeting” means an Annual General Meeting, business meeting or special meeting of the Corporation and does not include Scientific Meetings;

1.10. “Officer” or “Officers” means any one or more persons, respectively, who have been appointed as officers of the Corporation in accordance with the Bylaws;

1.11. “Ordinary Resolution” means a resolution passed by a majority of the votes cast on that resolution;

1.12. “Proposal” means a proposal submitted by a Member of the Corporation that meets the requirements of the Act;

1.13. “Regulations” means the regulations made under the Act, as amended, restated or in effect from time to time;

1.14. “Scientific Meeting” means a meeting of the Members held for

1.15. “Special Resolution” means a resolution passed by a majority of not less than two-thirds (2/3) of the votes cast on that resolution.

2. 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.

  • Business of the Corporation

    3. 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.

    4. Registered Office. Unless changed in accordance with the Act, the head office of the Corporation shall be in the City of Ottawa, Province of Ontario. The Corporation may establish such other offices and agencies elsewhere in Canada as the Board may determine by resolution.

    5. Books and Records. The Board shall see that all necessary books and records of the Corporation required by the Bylaws or by any applicable statute or law are regularly and properly kept.

    6. Execution of Documents. Deeds, transfers, assignments, contracts, obligations and other instruments in writing requiring execution by the Corporation may be signed by the President and Secretary. In addition, the Board may from time to time direct the manner in which and the person or persons by whom a particular document, instrument 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, bylaw or other document of the Corporation to be a true copy thereof.

    7. Financial Year. The financial year end of the Corporation shall be the 31st day of December of each year or as otherwise determined by the Board.

    8. 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 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 may by resolution from time to time designate, direct or authorize.

    9. Auditors. At each Annual General Meeting the Members shall appoint an auditor to audit the accounts of the Corporation and to hold office until the next Annual General Meeting. If the role of auditor is vacant for any reason the Board may appoint an auditor to serve until the next Annual General Meeting. The remuneration of the auditor shall be as determined by the Board.

    10. Borrowing Powers.

    10.1. The Directors of the Corporation may, without authorization of the Members,
    (a) borrow money on the credit of the Corporation;
    (b) issue, reissue, sell, pledge or hypothecate debt obligations of the Corporation;
    (c) give a guarantee on behalf of the Corporation; and
    (d) 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;

    11. Annual Financial Statements. The Corporation may, instead of sending copies of the annual financial statements and other documents, publish a notice to its Members stating that the annual financial statements and documents 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 in the Corporation

    12. Membership Conditions

    There shall be one voting class of membership to be known as Active Fellow Members – NON VOTING ASSOCIATES ARE: Scientific Associates, Fellow-In-Training Associate, Emeritus Associate, Honorary Associate, Allied Health Professionals Associate, Resident Associate, Medical Student Associate, Corporate Associate and Physician Associate.

    All membership nominations will be reviewed by the Board of Directors. The same strict criteria will be kept.

    Active Fellow Membership in the Corporation shall be available only to individuals interested in furthering the Corporation’s purposes and who have applied for and been accepted into membership in the Corporation by resolution of the Board or in such other manner as may be determined by the Board and is an individual who is one of the following:

    Active Fellow Member:

    a) a physician who:
    • is a medical graduate of a Canadian medical school (or equivalent), who has Fellowship with the Royal College of Physicians and Surgeons of Canada (or equivalent), and is licensed by a Canadian Provincial College of Physicians and Surgeons (or equivalent) to practice medicine, who is engaged in the field of allergy and clinical immunology as a practitioner, teacher, or research worker, who received their medical degree not less than five years prior to becoming an Active Fellow of the Corporation and who has achieved proficiency in research or practice in the field of allergy and clinical immunology; and

    • has received full-time training for at least two years in a training program certified by the Royal College of Physicians and Surgeons of Canada (or equivalent), and bears satisfactory documentation or a certificate certifying the completion of such training, which must be accepted and approved as adequate by the Board of Directors; and

    • is certified by the Royal College of Physicians and Surgeons of Canada in the specialty of Clinical Immunology and Allergy, or have equivalent standing as determined by the Board of Directors, and

    • has at least 50% of his professional activity confined to the field of allergy and/or clinical immunology.

    b. an individual with a PhD who:
    • has been a scientific associate of the Corporation for a period of at least five (5) consecutive years; and
    • has demonstrated proficiency in research in the field of Allergy and Immunology; and
    • has demonstrated continuing efforts to advance the field of Allergy and Immunology with recent publication of an article in a peer reviewed journal in the field of Allergy or Immunology or an allied discipline.

    Each Active Fellow Member shall be shall be entitled to receive notice of, attend and vote at all meetings of the Members of the Corporation and shall be entitled to one vote in all matters at meetings of members, to chair committees and shall be eligible for election as a director.

    Individuals who are employed or hold an ownership interest in a corporation which is eligible to be a Corporate Associate may not be considered for Active Fellow Membership.
    An Associate of the Corporation shall be an individual or an entity that is interested in furthering the objects of the Corporation, who has applied to be an Associate in the Corporation, who has delivered such application or nomination to the Corporation as the Board may require and who has been accepted as an Associate in the Corporation by resolution of the Board or in such other manner as may be determined by the Board and who meets one of the following set of criteria:
    Scientific Associates:
    In order to be eligible to be a Scientific Associate in the Corporation an individual must:

    a) be a scientist with a PhD or MSc in a relevant discipline, obtained from a recognized university, who has shown an active interest in the field of allergy and/or clinical immunology, who conforms to the ongoing standards of the Corporation, but who does not qualify for Active Fellow Membership; and
    b) is not certified in clinical immunology and allergy, but must have received at least one year of training in allergy, either in consecutive time or cumulatively over a period of time, in a program or with a tutor recognized by the Board as providing a high quality of training or apprenticeship; and

    c) devote 50% or more of practice time to allergy/clinical immunology and has done so for not less than the past five years of practice;
    d) demonstrate a pattern of documented continuing education in allergy/clinical immunology over no less than the past five years of practice (such documentation to be assessed and subject to the approval of the Board);.

    Scientific Associates shall be entitled to receive notice of and attend at meetings of the Corporation but not have the right to vote or be eligible for election as a Director. Individuals who are employed or hold an ownership interest in a corporation which is eligible to be a Corporate Associate may not be considered for Scientific Associate  Membership.

    Fellow-in-Training Associates:
    In order to be eligible to be a Fellow-in-Training Associate in the Corporation an individual must:

    a) be a fellow-in-training in a recognized clinical immunology and allergy program in Canada or a graduate of a Canadian medical school training in the U.S.; or

    b) meet such other criteria as may be determined by the Board. Fellow-in-Training Associates shall be eligible to apply for Active Fellow Membership after completion of their training program and upon application to the Corporation in the prescribed form and payment of the appropriate fee. Fellow-in-Training Associates shall be entitled to receive notice of and attend at meetings of the Corporation but not have the right to vote or be eligible for election as a Director.

    Scientific Student Associates:
    In order to be eligible to be a Scientific Student Associate in the Corporation an individual must:

    a) be a Masters, Doctoral or Post-Doctoral student conducting basic research relating to allergy and immunology;
    b) be a graduate into a recognized clinical immunology and allergy program in Canada, or a Canadian graduate training in the U.S; Scientific Student Associates are eligible to apply for Scientific Assoiciateship after completion of their training program and upon application to the Corporation in the prescribed and on payment of the appropriate fee. Scientific Student Associates shall be entitled to receive notice of and attend at meetings of the Corporation but not have the right to vote or be eligible for election as a Director.

    Resident Associates:

    In order to be eligible to be a Resident Associate in the Corporation an individual must be a graduate who has been accepted as a resident in a recognized medical specialty such as Internal Medicine or Paediatrics programs in Canada, or a Canadian graduate training in the U.S.

    Resident Associates shall be entitled to receive notice of and attend at meetings of the Corporation but not have the right to vote or be eligible for election as a Director.

    Medical Student Associates:
    In order to be eligible to be a Medical Student Associate in the Corporation an individual must be a medical student in a Canadian or U.S medical school. Medical Students Associate shall be entitled to notice of and to attend meetings of the members of the Corporation but not have the right to vote or be eligible for election as a Director.

    Emeritus Associates:
    In order to be eligible to be an Emeritus Associate in the Corporation an individual must be a former Active Fellow Member who has retired from practice and are appointed to this category at their own request or at the suggestion of the Membership Committee. Individuals who wish to apply to be an Emeritus Associate must apply to the Secretary-Treasurer who shall make recommends on eligible candidates to the Board.Emeritus Associates shall be entitled to receive notice of and attend at meetings of the Corporation but not have the right to vote or be eligible for election as a Director.

    Honorary Associates:
    In order to be eligible to be an Honorary Associate in the Corporation an individual must be an individual istinguished for their services or attainments in the field of allergy and immunology. Nominations for election to Honorary Membership may be submitted by two or more Active Fellow Members to the Board which, if it approves such nomination, shall submit them to the next annual meeting of Members for admission by a majority of votes cast at the meeting. Honorary Associates shall be entitled to receive notice of and attend at meetings of the Corporation but not have the right to vote or be eligible for election as a Director.

    Allied Health Professional Associates:
    In order to be eligible to be an Allied Health Professional Associate in the Corporation an individual must:
    a) be a health professional working in the field of allergy and clinical immunology,  including but not limited to nurses, physical or occupational therapists, respiratory technologists, health educators and others; and

    b) have their application supported by one sponsor who must be an Active Fellow Member of the Corporation. Allied Health Professional Associates may chair allied health related committees and be eligible for election as a Section Advisor but shall not be eligible for election as a Director or Officer of the Corporation.

    Allied Health Professional Associates shall be entitled to receive notice of and attend at meetings of the Corporation but not have the right to vote or be eligible for election as a Director.

    Corporate Associates:
    In order to be eligible to be a Corporate Associate in the Corporation an organization must:
    a) be recommended for Corporate Associateship by the Board;

    b) have corporate interests that are compatible with the interests and ethical

    c) be an organization such that Associateship in the Corporation will be of mutual value standards of the Corporation; and for the organization and the Corporation. Corporate Associates shall not be entitled to receive notice of and attend at meetings of the Corporation, not be entitled to vote or be eligible for election as a Director.

    Physician Associate:
    Physician Associates are associates who do not have their Royal College designation (i.e. GPs). No new applications will be accepted for Physician Associateship.

    Physician Associates shall be entitled to receive notice of and attend at meetings of the Corporation but not have the right to vote or be eligible for election as a Director.
    ASSOCIATES – GENERAL:
    Associates shall not have any of the rights or obligations of Members and, for further certainty, shall not have the right to vote at meetings of the Members and shall not be considered Members within the meaning of the Act or these Bylaws. Associates are not eligible for election as Directors. The Board may suspend or expel Associates from the Corporation at their discretion.
    Individuals who are employed by or have an ownership interest in a corporation which is eligible to be a Corporate Associate is not eligible be a Member or Associate of the Corporation.

    13. Membership and Associate Dues
    The annual fees, dues, and assessments payable by the Members shall be those from time to time established by the Board and approved by the Members at the following Annual General Meeting.

    14. Termination of Membership
    A membership in the Corporation is terminated when:

    14.1 the Member dies;
    14.2 a Member fails to maintain any qualifications for membership described in these
    14.3 a Member resigns by delivering a written resignation to the Board in which case
    14.4 a Member is expelled in accordance with any discipline of Members’ section or is
    14.5 the Corporation is liquidated or dissolved under the Act.
    15. Effect of Termination of Membership.

    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.

    16. 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:

    16.1 violating any provision of the Articles, bylaws, or written policies of the
    16.2 carrying out any conduct which may be detrimental to the Corporation as
    16.3 the Member fails to pay their dues as per Article 13;
    16.4 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 or such other Officer as may be designated by the Board, 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.

    17. Membership Transferability
    A membership may only be transferred to the Corporation.

  • Meetings of Members

    18. Notice of Members Meeting

    Notice of the time and place of a Members’ Meeting shall be given to each Member entitled to vote at the meeting and to such Members’ latest respective addresses as shown on the books of the Corporation by the following means:
    18.1. by mail, courier or personal delivery to each Member entitled to vote at the meeting twenty one (21) days before the day on which the meeting is to be held; or
    18.2. by telephonic, electronic or other communication facility to each Member entitled to vote at the meeting, during a period of twenty one (21) to thirty five (35) days before the day on which the meeting is to be held.

    19. Calling Members’ Meetings
    A Members’ Meeting may be called at any time by the President or by the Board.

    20. Members Calling a Members’ Meeting
    The Board shall call a special meeting of Members in accordance with the Act, on written requisition of Members carrying not less than five percent (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.

    21. Absentee Voting at Members’ Meetings.
    Pursuant to 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:

    21.1. enables the votes to be gathered in a manner that permits their subsequent verification, and
    21.2. 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 the Act and subject to the Regulations, a Member entitled to vote at a meeting of Members may vote by proxy by appointing in writing a proxyholder, and one or more alternate proxyholders, who are not required to be Members, to attend and act at the meeting in the manner and to the extent authorized by the proxy and with the authority conferred by it subject to the requirements set out in the Regulations.

    22. Proposals Nominating Directors at Annual Members’ Meetings
    Subject to the Regulations under the Act, any Proposal may include nominations for the election of directors if the Proposal is signed by not less than five percent (5%) of Members entitled to vote at the meeting at which the Proposal is to be presented.

    23. Cost of Publishing Proposals for Annual Members’ Meetings
    The Member who submitted the Proposal shall pay the cost of including the Proposal and any statement in the notice of meeting at which the Proposal is to be presented unless otherwise provided by Ordinary Resolution of the Members present at the meeting.

    24. Place of Members’ Meeting
    Members’ Meetings shall be held at any place within Canada determined by the Board or, if all of the Members entitled to vote at such meeting so agree, outside Canada.

    25. Persons Entitled to be Present at Members’ Meetings
    The only persons entitled to be present at a meeting of Members shall be those entitled to vote at the meeting, the Directors and the public accountant of the Corporation and such other persons who are entitled or required under any provision of the Act, Articles or Bylaws of the Corporation to be present at the meeting. Any other person may be admitted only on the invitation of the chair of the meeting or by resolution of the Members.

    26. Chair of Members’ Meetings
    The President shall chair all Members’ Meetings. In the President’s absence the Vice-President or Secretary shall serve as chair of a Members’ Meeting. In the event that the President, the Vice-President and Secretary are absent, the Members who are present and entitled to vote at the meeting shall choose one of their members to chair the meeting.

    27. 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 twenty five (25) of the Members entitled to vote at the meeting. 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.

    28. Votes to Govern at Members’ Meetings
    At any meeting of Members every question shall, unless otherwise provided by the Articles or Bylaws or by the Act, be determined by a majority of the votes cast on the questions. 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. All questions at Members’ Meetings shall be decided by a show of hands unless a poll is demanded thereon.

    29. 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.

    30. 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.

    31. Annual Scientific Meetings
    The Corporation shall hold at least one (1) Scientific Meeting per year at a time and place to be determined by the Board.

    32. Further Scientific Meetings
    Additional Scientific Meetings may be held from time to time if so determined by the Board.

    BOARD OF DIRECTORS OF THE CORPORATION

    33. Qualification of Directors
    In addition to the criteria set out in the Act, no person may be elected to the role of Director unless they are [active] Members of the Corporation.

    34. Number of Directors
    The Board shall consist of between six (6) and sixteen (16) Directors or as otherwise 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.

    35. Term of Office of Directors
    At the first election of Directors following the approval of this bylaw, the elected Directors may remain for an additional three-year term, any new elected Directors shall be elected at each succeeding annual meeting at which an election of director is required, and the directors shall be elected to hold office for a term expiring no later than the close of the third annual meeting of members following the election. Thereafter, except where an election is held to fill the unexpired portion of a term, newly elected Directors shall be elected for three-year (3) terms. These terms may be renewed at the discretion of the Officers.

    35.1 Section Advisors. Section Advisors shall be appointed to the Board of Directors to represent specific areas of interests (Anaphylaxis, Asthma, Immunology, Pediatrics, Rhino-sinusitis and Allied Health Professionals) within the Society. The Section Advisors of the Corporation will be elected by their section peers and shall hold office for a two-year term or until their successors have been elected or appointed and renewable at the discretion of the Board. The Board will review a slate of nominees from each section before making their final decision on a Section Advisor. The “Section Advisors for the Allied Health Professionals’ division” have a vote regardless of the rights of the Allied Health associates but are not eligible for election as a Director.

    35.2 The Fellows-in-Training (FIT) associate representative. The FIT associate representative will sit on the board for a two year term, however, does not have voting rights and is not eligible for election as a Director. This FIT associate will be elected by his peers.

    36. Vacation of Office. The office of Director shall be automatically vacated:

    36.1. if a Director resigns as a director or from the Corporation by delivering a written
    36.2. if a Director becomes bankrupt or suspends payment or compounds with such
    36.3. if at a meeting of Members an Ordinary Resolution is passed by the Members
    36.4. on the death of such Director;

    37. Vacancies
    Subject to the Act, a quorum of the Board may fill a vacancy in the Board and/or an Officer position, except a vacancy resulting from an increase in the number or the minimum or maximum number of directors or from a failure of the Members to elect the number or minimum number of directors required by the Articles. In the absence of a quorum of the Board, or if the vacancy has arisen from a failure of the Members to elect the minimum number of directors provided for in the Articles, the Board then in office shall without delay call a special meeting of Members to fill the vacancy. If the Board fails to call such meeting or if there are no Directors then in office, any Member may all the meeting. If a Director or Officer is appointed to a vacant position pursuant to this Article 37, such Director or Officer shall only hold office until the Members’ Meeting at which the Director or Officer in whose place they were elected would have finished their term of office.

    38. Calling of Meetings of Board of Directors
    The Board shall meet at least once per calendar year. Meetings of the Board may be called by the President or any two (2) Directors at any time.

    39. Location of Meeting of Board of Directors
    Meetings of the Board may be held at any time and place within or outside of Canada to be determined by the Directors.

    40. Participating in Meetings by Electronic Means
    If a majority of the Directors consent thereto, a Director may participate in a meeting of the Board or a committee of the Board by means of such conference telephone, electronic or other communications facilities as permit all persons participating in the meeting to communicate adequately with each other and a Director participating in a meeting by such means shall be deemed to be present at the meeting.

    41. 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 of this Bylaw to every Director of the Corporation not less than ten (10) days before the time when the meeting by telephonic, electronic or other communication facilities. Notice of a meeting shall not be necessary if all of the Directors are present, and no one objects to the holding of the meeting, or if those resignation to the Secretary; Director’s creditors; present at the meeting that the Director be removed from office; 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. A notice of meeting of Directors need not specify the purpose of or the business to be transacted at the meeting except where the Act requires such purpose or business to be specified, including any proposal to:

    41.1. submit to the Members any question or matter requiring the approval of
    41.2. fill a vacancy among the Directors or in the office of public accountant or appoint
    41.3. issue debt obligations except as authorized by the Directors;
    41.4. approve any annual financial statements;
    41.5. adopt, amend or repeal Bylaws; or
    41.6. establish contributions to be made, or dues to be paid by Members..
    42. Regular Meetings Section

    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 the Act requires the purpose thereof or the business to be transacted to be specified in the notice.

    43. First Meeting of New Board
    Notwithstanding the foregoing, provided a quorum of Directors is present, each newly elected Board may without notice hold its first meeting immediately following the meeting of Members at which such Board is elected.

    44. Quorum at Meetings of the Board of Directors
    A majority of the Directors in office from time to time shall constitute a quorum at any meeting of the Board.

    45. 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.

    46. 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. The Board will approve such committees by resolution of the Board.

  • Officers of the Corporation

    47. Qualification of Officers
    The officers of the Corporation shall be a president, vice-president, secretary and treasurer and such other officers as the Board of Directors may by by-laws determine. Only Directors may be appointed as Officers of the Corporation.

    The office of secretary and treasurer may be held by the same person.

    48. Unless otherwise specified by the Board which may, subject to the Act modify, restrict or supplement such duties and powers, the offices of the Corporation, if designated and if Officers are appointed, shall have the following duties and powers associated with their positions:

    48.1 President. The President shall be the chief executive officer of the Corporation. The President shall, when present, preside at all meetings of the Board and of the Members. The President shall have the general and active management of the affairs of the Corporation. The President shall see that all orders and resolutions of the Board and carried into effect. The President shall have such other duties and powers as the Board may specify. The President shall be elected to hold office for a term of two (2) years which shall expire at the close of the second Annual General Meeting following the election. After his Presidency term, he will hold office as Past President. The Past President will be Chair of the annual scientific program as well as Chair the Nominations and Awards Committees and hold office for a term of two (2) years which shall expire at the close of the second Annual General Meeting following the election.

    48.2. Vice-President of the Board. The Vice-President, if one is to be appointed, shall be a Director. If the President is absent or is unable or refuses to act, the Vice-President shall perform the duties and exercise the powers of the President. In the absence of the President the Vice-President, when present, preside at all meetings of the Board and of the Members. The Vice-President shall have such other duties and powers as the Board may specify. The Vice-President shall be elected to hold office for a term of two (2) years which shall expire at the close of the second Annual General Meeting following the election. After his term as Vice-President he shall become President of the Corporation unless a change in appointment is specified by the Board which may be subject to a modification.

    48.3. Secretary. If appointed, the Secretary shall attend and be the secretary of all meetings of the Board, Members and committees of the Board. The Secretary shall enter or cause to be entered in the Corporation’s minute book, minutes of all proceedings at such meetings; the Secretary shall give or cause to be given, as and when instructed, notices to Members, Directors, the public accountant and members of committees; the Secretary shall be the custodian of all books, papers, records, documents and other instruments belonging to the Corporation. The Secretary shall ensure that copies of the proceedings of the general business sessions are sent to each Member after the Annual General Meeting of the Corporation. The Secretary shall ensure that copies are kept of all official correspondence of the Corporation. The Secretary shall notify applicants for membership of their approval as Members and Members of their election to office or of their appointments to committees of the Corporation. The Secretary shall be elected to hold office for a term of two (2) years which shall expire at the close of the second Annual General Meeting following the election.

    48.4. Treasurer. If appointed, the Treasurer shall keep proper accounting records in compliance with the Act and shall be responsible for the deposit of money, the safekeeping of securities and the disbursement of funds of the Corporation; the treasurer shall render to the Board whenever required an account of all transactions as treasurer and of the financial position of the Corporation; and the treasurer shall have such other powers and duties as the Board or the President may specify. The Treasurer shall be elected to hold office for a term of two (2) years which shall expire at the close of the second Annual General Meeting following the election.

    49. The Secretary and Treasurer may delegate any part of their respective powers and duties to any other person or persons as the Board may authorize by resolution.

    50. 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:

    50.1 the Officer’s successor being appointed;
    50.2 the Officer’s resignation;
    50.3 such Officer ceases to be a Director (if a necessary qualification of appointment); or
    50.4 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.

  • Remuneration of Directors and Officers

    51. Remuneration of Directors and Officers
    The Directors and Officers of the Corporation shall not be remunerated for their services.

    INDEMNIFICATION OF DIRECTORS AND OFFICERS AND OTHERS

    52. Indemnification
    Every Director or Officer of the Corporation or other person who has undertaken or is about to undertake any liability on behalf of the Corporation or any corporation controlled by it, and their heirs, executors and administrators, and estate and effects, respectively, shall, so long as they have acted honestly and in good faith, from time to time and at all times be indemnified and saved harmless out of the funds of the Corporation from and against:

    52.1 all costs, charges and expenses which such Director, Officer or other person sustains or incurs as a result of going about their duties or in or about any action, suit or proceeding which is brought, commenced or prosecuted against such Director, Officer or other person, or in respect of any act, deed, matter or thing whatsoever, made, done or permitted by such Director, Officer or other person, in or about the execution of the duties of such Director’s, Officer’s or other person’s office or in respect of any such liability;

    52.2 all other costs, charges and expenses which a Director, Officer or other person sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by such Director’s, Officer’s or other person’s own willful neglect or default.

    In the event an individual requests the advance of funds in order to defend an action, claim, suit or proceeding referenced in section 52.1, the Board may approve such advance.

  • General

    53. Method of Giving Any Notice
    Any notice (which term includes, without limitation, any communication or document or other information) to be given (which term includes, without limitation, sent, delivered, received or served) pursuant to the Act, the Articles, the Bylaws or otherwise to a Member, Director, Officer or member of a committee of the Board or to the accountant shall be sufficiently given:

    53.1 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 the Act;

    53.2 if mailed to such person at such person’s recorded address by prepaid ordinary or air mail;

    53.3 if sent to such person by telephonic, electronic or other communication facility at such person’s recorded address for that purpose; or

    53.4 if provided in the form of an electronic document in accordance with 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, Office, 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 Bylaw 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.

    54. Invalidity of any Provisions of this Bylaw
    The invalidity or unenforceability of any provision of this Bylaw shall not affect the validity or enforceability of the remaining provisions of this Bylaw.

    55. 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.

    56. Bylaws and Effective Date
    Subject to matters requiring a Special Resolution, this Bylaw shall be effective when approved by the Board.

    57. Repeal of Prior Bylaws
    All previous Bylaws of the Corporation are repealed as of the coming into force of this Bylaw. Such repeal shall not affect the previous operation of the previous Bylaws or affect the validity of any act done or right, privilege, obligation or liability acquired or incurred prior to its repeal.