ALBERTA HOSPICE PALLIATIVE CARE ASSOCIATION BY-LAWS
June 9, 2017
By-laws Governing the Conduct of the Society and Affairs of the Society
Name and Purpose of Society
The Alberta Hospice Palliative Care Association engages in education, advocacy, and provision of resources to achieve comprehensive and quality hospice palliative and end of life care for all Albertans.
INTERPRETATION
1. In this by-law and all other by-laws of the Alberta Hospice Palliative Care Association (the “Society”), unless the context otherwise specifies or requires:
(a) “Act” means the Societies Act, being Chapter S-14 of the Revised Statutes of Alberta, 2000, as from time to time amended, and every Statute that may be substituted therefor and, in the case of such substitution, any references in the by-laws of the Society to provisions of the Act shall be read as references to the substituted provisions therefor in the new statute or statutes;
(b) “Regulations” means the Regulations made under the Act as from time to time amended and every regulation that may be substituted therefore and, in the case of such substitution, any references in the By-laws of the Society to provisions of the Regulations shall be read as references to the substituted provisions therefor in the new regulations;
(c) “By-law” means any by-law of the Society from time to time in force and effect;
(d) “special resolution” means
(i) a resolution passed
(a) at meeting of members of which not less than twenty one (21) days’ notice specifying the intention to propose the resolution has been duly given, and
(b) by the vote of not less than 75% of those Members who, if entitled to do so, vote in person or through a ballot submitted in advance of the meeting, if unable to attend the meeting,
(ii) a resolution proposed and passed as a special resolution at a meeting of Members of which less than 21 days’ notice has been given, if all the Members entitled to attend and vote at the meeting so agree, or
(iii) a resolution consented to in writing by all the Members who would have been entitled at a general meeting to vote on the resolution in person or, where proxies are permitted, by proxy;
e) all terms which are contained in the by-laws of the Society and which are defined in the Act or the Regulations shall have the meanings given to such terms in the Act or the Regulations; and
(f) the singular shall include the plural and the plural shall include the singular; the masculine gender shall include the feminine and neuter genders and vice versa; and the word “Person” shall include bodies corporate, corporations, companies, partnerships, syndicates, trusts, societies, associations, organizations and any number or aggregate of persons.
OFFICES
2. The Society shall designate a registered office in accordance with the provisions of the Act. The Society may have offices at such other places as the Board of Directors may from time to time determine.
MEMBERS
3. Membership Classes – There shall be two classes of Members:
(a) Voting Members – The Society shall have Voting Members who shall have all the rights and privileges of Members of the Society. The Voting Members of the Society shall consist of those individuals and organizations who may from time to time be admitted to membership of the Society as Voting Members by the Secretary in accordance with the rules for membership, which may be established and approved by the Board of Directors from time to time.
(b) Non-voting Members – The Board of Directors may from time to time establish one or more classes of Non-Voting Members of the Society by resolution and may establish such terms of admission, rights and obligations of membership and conditions of withdrawal or expulsion as the Board of Directors shall determine.
Unless otherwise specifically stated in the by-law to the contrary, all references to “Members” relate to Voting Members and not to Non-voting Members.
4. Term of Membership – The term of membership of Members of the Society shall be:
(a) in the case of any Members of the Society, from April 1 of one year to and including March 31 of the next succeeding year.
5. Resignation – Any Member who wishes may resign upon written notice.
6. Termination of Membership – The interest of a Member in the Society is not transferable and lapses and ceases to exist upon death or dissolution or when his/her period of membership expires (if any) or when he/she ceases to be a Member by resignation or otherwise in accordance with the by-laws; provided always that the Members of the Society may, by resolution passed by at least three-quarters (3/4) of the votes cast at a general meeting of which notice specifying the intention to pass such resolution has been given, terminate the membership of any Member of the Society.
DUES
7. Unless, determined otherwise, there shall be such annual dues or fees payable by Members as shall from time to time be fixed by the Board of Directors. The Secretary shall notify the Members of the dues or fees at any time payable by them and, if any are not paid within sixty (60) days of the date of such notice, the Members in default shall thereupon automatically cease to be Members of the Society, but such defaulting Members may on payment of the unpaid dues or fees be reinstated.
MEETINGS OF MEMBERS
8. Annual General Meeting – The purpose of the annual general meeting of Members is to elect the Board of Directors of the Society for the ensuing two (2) years, to review the financial statements of the Society prepared by the Society’s auditor(s) for the previous fiscal year of the Society, and to transact such other matters as may properly come before the Members. Subject to compliance with the Act, the Annual General Meeting shall be held at any place in the Province of Alberta on such day in each year and at such time as the Board of Directors may by resolution determine or, in the absence of such determination, at the place where the principal office of the Society is located. One month’s email or written notice of the AGM will be provided by the Secretary to Members and Board of Directors.
9. Special Meetings – Special Meetings of the Members may be called by the
Chairperson of the Board, or any three (3) Directors, or upon receipt by the Secretary of the Society of a written request for such Special Meeting signed by fifteen (15) Members in good standing, provided that the business to be transacted at the Special Meeting shall be set out in the request. Notice shall be given to each Member in good standing in the manner hereinafter described of the business to be transacted at any Special Meeting of the Society, and no other business shall be transacted at that meeting. The person or persons authorized to call Special Meetings of Members may fix a reasonable time and place for holding them.
10. Notice of Meeting – Written or printed notice stating the time and place of any
meeting and, in the case of a Special Meeting, the purpose or purposes for which the meeting is called, shall be delivered, by electronic mail, or by mail not less than ten (10) business days nor more than sixty (60) calendar days before the date of the meeting. Notice shall be given by or at the direction of the Chairperson of the Board or the Vice-Chairperson or the persons calling the meeting to each Member of record entitled to vote at the meeting. If mailed, such notice shall be deemed to have been delivered three (3) business days after being deposited in the regular mail in the Province of Alberta addressed to the Member at his address as it appears on the records of the Society with postage prepaid.
11. Waiver of Notice – Any Member and any other person entitled to attend a meeting of Members may in any manner waive notice of a meeting of Members. The attendance of a Member at a meeting shall constitute a waiver of notice of such meeting and a waiver of any and all objections to the place of such meeting or the manner in which it has been called or convened, except when the Member states at the beginning of the meeting any objection to the transaction of business because the meeting is not lawfully called or convened.
12. Omission of Notice – The accidental omission to give notice of any meeting or any irregularity in the notice of any meeting or the non-receipt of any notice by any Member or Members shall not invalidate any resolution passed or proceedings taken at any meeting of Members.
13. Quorum – At least five (5) Members are required for quorum.
14. Conduct of Meetings
(a) Votes – Each Voting Member except the chairperson shall be entitled to one vote on each matter submitted to a vote at a meeting of Members. Unless otherwise provided by law or this or any other by-law of the Society, the affirmative vote of a majority of the Members at the meeting entitled to vote on the subject matter shall be the act of the Members. In the case of an equality of votes the Chairperson of the meeting shall have a casting vote.
(b) Rules of Order – For all matters regarding conduct of meetings of members, which are not specifically addressed by these by-laws or by applicable legislation, the meeting shall be conducted in accordance with the procedure set forth in the latest edition of The Scott Forsman Robert’s Rules of Order, Newly Revised.
15. Adjournment – The Chairperson of any meeting may with the consent of the meeting adjourn the same from time to time to a fixed time and place and no notice of such adjournment need be given to the Members. Any business may be brought before or dealt with at any adjourned meeting which might have been brought before or dealt with at the original meeting in accordance with the notice calling the same.
DIRECTORS
16. Qualifications – The Directors of the Society shall be comprised of those individuals who are elected as such by the Members to act on their behalf as a Director of the Society. Directors may be selected to broadly represent the interests and needs of the Society, taking into consideration provincial regions, urban and rural areas, content expertise, leadership experience, and diverse end-of life care and service experience. Conflicts of interest must be declared in advance and irreconcilable conflicts preclude individuals as Directors. There will be a minimum of six (6) and a maximum of twenty (20) Directors; with a minimum and maximum number of Directors to be determined by the Board from time to time.
17. Term of Directors – The minimum term of each Director shall be two years and may continue until:
(a) their resignation as a Director; or
(b) the election of a successor by the voting members, or
(c) the conduct of the Director is not in keeping with the Society aims and objectives, a matter which will be determined by majority vote at a meeting of the Board, or
(d) the office is vacated.
18. Vacation of Office – The office of a Director shall be vacated:
(a) if the person is unable to attend and contribute to meetings, and/or expected business between meetings or
(b) if three consecutive meetings are not attended and no reason is provided or acceptable to the Society
19. No Remuneration of Directors – The Directors shall serve without remuneration, and no Director shall directly or indirectly receive any profit from his/her position as such. However, a Director may be paid reasonable expenses incurred by him/her in the performance of his duties.
MEETINGS OF DIRECTORS
20. Annual Meetings – The Board of Directors shall hold its annual meeting immediately following the adjournment of the annual general meeting of Members. The annual meeting of Directors shall be for the purpose of the election of Officers and the transaction of such other business as may come before the meeting.
21. Regular Meetings – Regular meetings of the board of Directors may be held with notice at such time and at such place as shall be determined from time to time by the Board of Directors. At least two meetings will take place each year.
22. Special Meetings – Special meetings of the Board of Directors may be called by the Chairperson of the Board or any three (3) Directors. The person or persons authorized to call special meetings of the Board of Directors may fix a reasonable time and place for holding them.
23. Telephone Meetings – Directors may participate in meetings of the Board of Directors by telephone or other communications options by which all persons participating can hear each other at the same time, and participation by such means shall constitute presence in person at such a meeting.
24. Notice of Meeting – Written or printed notice stating the time and place of any meeting and, in the case of a Special Meeting, the purpose or purposes for which the meeting is called, shall be delivered, by electronic mail, or by mail not less than ten (10) business days nor more than sixty (60) calendar days before the date of the meeting. Notice shall be given by or at the direction of the Chairperson of the Board or the Vice-Chairperson or the persons calling the meeting to each Member of record entitled to vote at the meeting If mailed, such notice shall be deemed to have been delivered three (3) business days after being deposited in the regular mail in the Province of Alberta addressed to the Member at his address as it appears on the records of the Society with postage prepaid
25. Action Without Meeting – Any action of the Board of Directors may be taken without a meeting if consent in writing, including electronic mail, setting forth the action so taken signed by all of the Directors is filed in the minutes of the Board of Directors. The Chairperson is able to make decisions outside meetings, with consultation as appropriate with Directors and Society staff, when a meeting is not possible to arrange.
26. Waiver of Notice – Any Director and any other person entitled to attend a meeting of Members may in any manner waive notice of a meeting of Directors. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting and a waiver of any and all objections to the place of such meeting or the manner in which it has been called or convened, except when the Director states at the beginning of the meeting any objection to the transaction of business because the meeting is not lawfully called or convened.
27. Quorum and Voting – Five (5) of the Directors in office shall constitute a quorum for the transaction of business at any meeting. The vote of a majority of Directors present at a meeting at which a quorum is present shall constitute the action of the Board of Directors. In the case of an equality of votes the Chairperson of the meeting shall vote. If a quorum is not present at the time appointed for a meeting of Directors or within such reasonable time thereafter as the Directors present may determine, then a majority of those Directors present may adjourn the meeting from time to time without notice until a quorum of Directors is present. After a quorum has been established at a meeting of Directors, the vote can take place.
28. Presumption of Assent – A Director of the Society who is present at a meeting of the Board of Directors at which action on any matter is taken shall be presumed to have assented to the action taken unless he votes against such action or abstains from voting. The Secretary shall record all abstentions.
OFFICERS
29. Election – The Board of Directors shall, at each annual meeting of the Board of Directors or more often as may be required, elect a Chairperson of the Board, a Vice-Chairperson, a Secretary and a Treasurer, or a Secretary/Treasurer, from among themselves. Each incumbent Officer shall continue in office for a term of two years. The term will cease upon:
(i) their resignation,
(ii) election of a successor,
(iii) their ceasing to be a Director of the Society.
With the exception of Secretary/Treasurer, two or more offices may not be held by the same person. The Board of Directors may from time to time elect such other Officers and agents as it shall deem necessary who shall have such authority and shall perform such duties as may from time to time be prescribed by the Board of Directors. The Board of Directors employs and supervises the Executive Director.
30. No Remuneration of Officers – The Officers shall serve without remuneration, and no Officer shall directly or indirectly or indirectly receive any profit from his position as such. However, an Officer may be paid reasonable expenses incurred by him the performance of his duties.
31. Removal of Officers – Any Officer may be removed from office at any time, with or without cause, on the affirmative vote of a majority of the Board of Directors whenever, in its judgement, this will serve the best interests of the Society. If the office of any Officer of the Society shall be or become vacant by reason of death, resignation or otherwise, the Board of Directors shall, in the case of the Chairman of the Board, the Vice-Chairman, the Secretary and the Treasurer, elect a person to fill such vacancy, and may, in the case of any other office, elect a person to fill such vacancy.
32. Delegation of Duties – In case of the absence or inability to act of any Officer of the Society or for any other reason that the Board of Directors may deem sufficient, the Board of Directors may delegate all or any of the powers of such Officer to any other Officer or to any Directors for the time being.
33. Chairperson of the Board – The Chairperson of the Board shall be the chief executive officer of the Society and shall exercise general supervision over the business and affairs of the Society. The Chairperson of the Board shall, when present, preside at all meetings of the Society and of the Board of Directors. In any absence, the Vice-Chair shall preside at any such meetings, and in the absence of both, a Chairperson may be elected by those meeting to preside over the meeting. The Chairperson of the Board shall sign all documents which require a signature and shall possess and may exercise such powers and shall perform all other duties as may from time to time be assigned to them by the Board of Directors. The Chairperson of the Board shall be an ex officio Member of all committees.
34. Vice-Chair – The Vice-Chair shall assist the Chairperson of the Board with the performance of their duties, preside at all meetings in the absence of the Chairperson of the Board, and assume such other duties as the Chairperson of the board delegates from time to time.
35. Secretary – The Secretary shall give or cause to be given notices for all meetings of the Board of Directors, any Committees, and Members ,when directed to do so and shall have charge of the minute books and seal of the Society and of the documents and registers of the Society. The Secretary shall attend all meetings of the Society, the Board of Directors and the Executive Committee, and shall keep or cause to be kept accurate minutes of the same.
36. Treasurer – The Treasurer shall oversee the financial affairs of the Society. The Treasurer shall properly account for the funds of the Society and the keeping of such books as may be directed. They shall present a full detailed account of receipts and disbursements to the Board of Directors whenever requested. The treasurer shall prepare a statement (duly audited as herein set forth) of the financial position of the Society. This statement shall be prepared by a chartered accountant or other financial auditor each year, and presented for examination at the Annual General Meeting, and for a permanent record of the Society.
EXECUTIVE DIRECTOR
37. Executive Director – The Board of Directors may from time to time employ an Executive Director to act as the chief administrator of the Society and to have general supervision over the activities and operations of the Society subject to the authority of the Officers and the Board of Directors of the Society. The Executive Director shall attend all meetings of the Board of Directors unless otherwise instructed by the Board, shall conform to all lawful orders given by the Board of Directors, and shall at all reasonable times give to the Directors all information they may require regarding the affairs of the Society. The Board of Directors shall approve the salary and compensation of the Executive Director. The Executive Director is charged with the day to day operations of the Society, including when needed the hiring and managing of Society staff and other persons, and managing routine financial matters of the Society.
INDEMNITIES TO DIRECTORS AND OTHERS
38. Every Director or Officer of the Society or other person who has undertaken or is about to undertake any liability on behalf of the Society, and their heirs, executors and administrators, and estate and effects, respectively, are indemnified and saved harmless out of the funds of the Society, from and against:
(a) all costs, charges and expenses whatsoever which such Director,
Officer or other person sustains or incurs in or about any action, suit or proceeding which is brought, commenced or prosecuted against him for or in respect of any act, deed, matter or thing whatsoever, made, done or permitted by him/her or any other Directors or Officers in or about the execution of the duties of his or their office or in respect of any such liability; and
(b) all other costs, charges and expenses which she sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by his/her own wilful neglect or default.
EXECUTIVE AND OTHER COMMITTEES
39. Creation of Committees – The Board of Directors may, by resolution passed by a majority of the Board when quorum is present, designate an Executive Committee and one or more other continuing or short-term committees.
40. Executive Committee – The Executive Committee shall consist of the Chairperson of the Board, the Vice-Chair, the Secretary, the Treasurer, and the Past Chairperson of the Board when possible. The Executive Committee shall have and may exercise, to the extent provided in resolutions of the Board of Directors, such powers of the Board of Directors as can be lawfully delegated by the Board. The Chairperson of the Board of the Society shall be chair of the Executive Committee. The Executive Director shall attend all meetings of the Executive Committee unless otherwise instructed by the Executive Committee.
41. Other Committees – Other committees shall have such functions and may exercise such power of the Board of Directors as can be lawfully delegated by the Board. At least one Director of the Society shall be a member of each committee.
42. Committee Chair – Unless otherwise specified in this by-law, the Board of Directors shall appoint all committee chairs. The Board of Directors may, with or without cause, revoke any such appointments at will and make new appointments.
43. Meetings – Regular meetings of the Executive Committee and other committees may be held with notice at such time and at such place as shall from time to time be determined by the Executive Committee or such other committees, and special meetings of the Executive Committee or such other committees may be called by any Member thereof upon three (3) business days’ notice to the other Members of such committee, or on such shorter notice as may be agreed to in writing by each of the other members of such committee, given either personally or in the manner provided in the by-law pertaining to notice for Directors’ meetings.
44. Vacancies – Vacancies on the Executive Committee or on other committees may be filled by special vote of the Board of Directors then in office at any regular or special meeting of the Board of Directors.
45. Quorum – At all meetings of the Executive Committee or other committees, a majority of the Members appointed to the committee shall constitute a quorum for the transaction of business.
46. Reports – The committee Chairperson(s) shall regularly report all actions and recommendations of their committee to the Board of Directors, and such reports shall, if requested by the Board of Directors, be in writing and be distributed to the Directors prior to each regular meeting of the Board of Directors.
BORROWING POWERS
47. The Board of Directors may from time to time:
(a) borrow money on the credit of the Society;
(b) issue, sell or pledge securities of the Society; and
(c) charge, mortgage, hypothecate or pledge all or any of the real or personal property of the Society, including book debts, rights, powers, franchises or undertakings, to secure any securities or any money borrowed, or other debt, or any other obligation or liability of the Society; provided that debentures shall not be issued without the sanction of a special resolution.
From time to time the Board may authorize any Director, Officer or employee of the Society or any other person to make arrangements with reference to the money borrowed or to be borrowed as aforesaid and as to the terms and conditions of the loan thereof, and as to the securities to be given and to give such additional securities for any money borrowed or remaining due by the Society as the Board may authorize and generally to manage, transact and settle the borrowing of money by the Society.
AUDITING
48. Annual Audit – The books, accounts and records of the Society shall be audited at least once each year by a duly qualified accountant . A complete and proper statement of the standing of the books for the previous year shall be submitted by such auditor or auditors at the annual general meeting of the Society.
49. Fiscal Year – The fiscal year of the Society shall end on March 31 of each year or on such other date as the Directors may determine.
INSPECTION OF BOOKS AND RECORDS
50. Inspection by Members and Directors – The books and records of the Society may be inspected by any Member of the Society at the annual general meeting or at any time upon giving reasonable notice and arranging a time satisfactory to the Secretary. Each Director of the Society shall have access to such books and records at all times.
AMENDMENTS TO BY-LAWS
51. Resolution – The by-laws of the Society may be rescinded, altered or added to by a resolution of the Board of Directors when quorum is present and a 75% vote is gained, following a period of 30 days during which changes are available electronically for the general membership to review.
NON-PROFIT OPERATION
52. The Society will not have or issue shares of stock. No dividends will be paid. No part of the property, income or resources of the Society shall be payable to, or otherwise available for, the personal benefit of any member or employee of the Society or of any person concerned in the organization or administration of the Society or its activities.
EXECUTION OF INSTRUMENTS
53. The Board of Directors is authorized from time to time to appoint any Officer or Officers or any other individual or individuals on behalf of the Society either to sign and deliver documents and instruments in writing generally or to sign and deliver specific documents and instruments in writing. In the absence of any such appointment by the Board, any two (2) of the Chairperson of the Board, the Vice-Chairperson, the Secretary and the Treasurer shall have authority to sign and deliver in the name of the Society, under the seal of the Society or otherwise, all documents and instruments in writing, and any documents and instruments in writing so signed and delivered shall be binding upon the Society without any other formality.
SEAL
54. The Board of Directors may adopt a seal of the Society. The seal shall be in the custody of the Secretary under the control of the Board.
DISTRIBUTION
55. Upon dissolution of the Society and after the payment of all debts and liabilities, the remaining property of the Society shall be distributed or disposed of to the registered charity Canadian Hospice Palliative Care Association (CHPCA). If, at the time of resolution, CHPCA is no longer a registered charity, the remaining property shall be distributed or disposed of to other registered charities or to those people referred to in the definition of qualified donors contained in the Income Tax Act (Canada).