BY-LAW NO. 1
A by-law relating generally to the transaction of the business and affairs of
ABORIGINAL NURSES ASSOCIATION OF CANADA
SECTION ONE INTERPRETATION
1.1 Definitions. In the By-laws, unless the context otherwise requires:
“Act” means the Canada Not-for-profit Corporations Act, or any statute that may be substituted therefore, and the regulations to the Act, as from time to time amended.
“Affiliate” means a supporter of the Corporation who is not a Member within the meaning of the Act or the By-Laws who has no right to vote at Meetings of the Members or exercise any of the rights of Members.
“Articles” means the original or restated articles of incorporation or articles of amendment, amalgamation, continuance, reorganization, arrangement or revival of the Corporation.
“Board” means the board of directors of the Corporation.
“By-laws” means this By-law and all other by-laws of the Corporation as amended and which are, from time to time, in force and effect.
“Corporation” means Aboriginal Nurses Association of Canada which was incorporated by Letters Patent dated December 9, 1976 and amended by way of Supplementary Patent dated October 31, 1983, September 17, 1986, September 18, 1982, and January 19, 2011 and continued to the Act by Articles of Continuance dated July 11th, 2014.
“Licensed Practical Nurse” or “LPN” means an individual that is recognized by a regulatory body of nurses in a Canadian province or territory as a licenced practical nurse.
“Meeting of Members” includes an annual meeting of Members and a Special Meeting of Members.
"Member" means an individual or organization that meets the requirements for membership set out in this by-law, 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;
“Nurse Practitioner” or “NP” means an individual who is recognized by a regulatory body of nurses in a Canadian province or territory as a nurse practitioner.
“Ordinary Resolution” means a resolution passed by a majority of the votes cast on that resolution.
“Registered Nurse” or “RN” means an individual who is recognized by a regulatory body of nurses in a Canadian province or territory as a registered nurse.
“Registered Practical Nurse” or “RPN” means an individual that is recognized by a regulatory body of nurses in a Canadian province or territory as a registered practical nurse.
“Registered Psychiatric Nurses” or “RPN-psych” means an individual that is recognized by a regulatory body of nurses in a Canadian province or territory as a registered psychiatric nurse.
“Regulatory Body” means, in respect of a Member, the regulatory body of which such Member is, or has been, a member or licensee, which governs or governed their practice as a LPN, NP, RN, RPN, or RPN-psych.
“Special Meeting of Members” includes a meeting of any class or classes of Members and a special meeting of all Members entitled to vote at an annual meeting of Members.
“Special Resolution” means a resolution passed by a majority of not less than two-thirds (2/3) of the votes cast on that resolution.
Except as provided above, words and expressions defined in the Act have the same meanings when used in This By-law. Words importing the singular number include the plural and vice versa. Words importing a person include an individual, partnership, association, body corporate, trustee, executor, administrator and legal representative.
SECTION TWO AFFAIRS OF THE CORPORATION
2.1 Registered Office. The registered office of the Corporation shall be in the province in Canada from time to time specified in the Articles, and at such location within such province initially as is specified in the notice thereof filed with the Articles and thereafter as the Board may from time to time determine.
2.2 Corporate Seal. The Corporation may, but need not, adopt a corporate seal and if one is adopted it shall be in a form approved from time to time by the Board.
2.3 Financial Year. Until changed by the Board, the financial year of the Corporation shall end on the last day of March in each year.
2.4 Execution of Instruments. Deeds, transfers, assignments, contracts, lease(s), obligations, certificates and other instruments shall be signed on behalf of the Corporation by two (2) officers of the Corporation. Any signing officer may affix the corporate seal, if any, to any instrument requiring the seal.
2.5 Banking Arrangements. The banking business of the Corporation, including the borrowing of money and the giving of security therefore, shall be transacted with such banks, trust companies or other bodies corporate or organizations as may from time to time be designated by or under the authority of the Board. Such banking business or any part thereof shall be transacted under such agreements, instructions and delegations of powers as the Board may from time to time prescribe
2.6 Annual Financial Statements. The Corporation may, instead of sending copies of the annual financial statements and other documents referred to in subsection 172(1) of the Act to the Members, publish a notice to its Members stating that the annual financial statements and documents provided in subsection 172(1) are available at the registered office of the Corporation and any Member may, on request, obtain a copy free of charge at the registered office or by prepaid mail.
2.7 Voting Rights in Other Bodies Corporate. The signing officers of the Corporation under Section 2.4 may execute and deliver proxies and arrange for the issuance of voting certificates or other evidence of the right to exercise the voting rights attaching to any securities held by the Corporation. Such instruments shall be in favour of such persons as may be determined by the officers executing or arranging for them. In addition, the Board may from time to time direct the manner in which and the persons by whom any particular voting rights or class of voting rights may or shall be exercised.
SECTION THREE DIRECTORS
3.1 Number of Directors. Until changed in accordance with the Act, the Board shall consist of not fewer than three and not more than the maximum number of directors provided in the Articles. The Board may make policies from time to time regarding directors elected to represent certain geographic regions. If the Members adopt an amendment to the Articles to increase the number or maximum number of directors, the Members may, at the Meeting of Members at which they adopt the amendment, elect the additional number of directors authorized by the amendment. If an election of directors is not held at the proper time, the incumbent directors shall continue in office until their successors are elected.
3.2 Qualification. Only Members are eligible to become directors. No person shall be qualified for election as a director if such person is less than eighteen (18) years of age, is incapable and has been so declared by a court in Canada or elsewhere, is not an individual, or has the status of a bankrupt. A minimum of fifty percent of the directors must be Registered Nurses. No director may serve more than three (3) consecutive terms on the Board.
3.3 Composition, Election and Term. The Board shall consist of the number of Directors specified in the Articles, who shall be elected at the annual Meeting of Members by Ordinary Resolution of the Members as follows:
- 3.3.1 in every year the Members shall elect one individual to serve a term of two years, the first year of which they shall serve as a Director and the President-Elect and the second year of which they shall serve as Director and President;
- 3.3.2 in every year the Members shall elect the number of Directors required to replace to those Directors whose terms of office have expired and each such Director shall be elected for a term of two years.
3.4 Consent. No person shall hold office as a director unless such person, if present at the Meeting of Members when the election took place, did not refuse to hold office as a director or, if absent at such Meeting of Members, consented to hold office in writing before the election or within ten (10) days after the election, or acted as a director after the election.
3.5 Removal of Directors. Subject to the Act, the Members may by Ordinary Resolution passed at a Special Meeting of Members remove any director from office and the vacancy created by such removal may be filled at the same Meeting of Members, failing which it may be filled by the Board.
3.6 Vacation of Office. The office of Director shall be automatically vacated:
- 3.6.1 if a Director resigns by delivering a written resignation to the secretary of the Corporation;
- 3.6.2 if the Director is found by a court to be of unsound mind;
- 3.6.3 if the Director becomes bankrupt or suspends payment or compounds with such Director’s creditors;
- 3.6.4 if at a Meeting of Members An Ordinary Resolution is passed by the Members present at the meeting that the Director be removed from office;
- 3.6.5 on death of the Director;
- 3.6.6 if a Director fails to attend a minimum of three consecutive Board meetings or fails to attend all meetings within a calendar year, whichever is the minimum.
3.7 Vacancies. Subject to the Act, a quorum of the Board may fill a vacancy in the Board, 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 call the meeting.
3.8 Appointment of Additional Directors. If the Articles so provide, the directors may, within the maximum number permitted by the Articles, appoint one or more additional directors, who shall hold office for a term expiring not later than the close of the next annual Meeting of Members, but the total number of directors so appointed may not exceed one third of the number of directors elected at the previous annual Meeting of Members.
3.9 Action by the Board. The Board shall manage, or supervise the management of, the activities and affairs of the Corporation. The powers of the Board may be exercised at a meeting at which a quorum is present or by resolution in writing signed by all the directors entitled to vote on that resolution at a meeting of the Board. If there is a vacancy in the Board, the remaining directors may exercise all the powers of the Board so long as a quorum remains in office.
3.10 Meeting by Means of Electronic Communication. Subject to the Act, if all the directors of the Corporation consent generally or in respect of a particular meeting, a director may participate in a meeting of the Board or of a committee of the Board by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting, and a director participating in such a meeting by such means is deemed to be present at the meeting. Any such consent shall be effective whether given before or after the meeting to which it relates and may be given with respect to all meetings of the Board and of committees of the Board.
3.11 Place of Meetings. Meetings of the Board may be held at any place in or outside Canada.
3.12 Calling of Meetings. Meetings of the Board shall be held from time to time at such time and at such place as the Board, the chair of the Board, the president or any two (2) directors may determine.
3.13 Notice of Meeting. Notice of the time and place of each meeting of the Board shall be given in the manner provided in Section Nine to each director (a) not less than seven (7) days before the time when the meeting is to be held if the notice is mailed, or (b) not less than forty eight (48) hours before the time when the meeting is to be held if the notice is given personally, is delivered or is communicated by telephone, facsimile or other electronic means. A notice of a 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, as required by the Act, any proposal to:
- 3.13.1 submit to the Members any question or matter requiring approval of the Members;
- 3.13.2 fill a vacancy among the directors or in the office of public accountant, or appoint additional directors;
- 3.13.3 issue debt obligations;
- 3.13.4 approve any annual financial statements;
- 3.13.5 adopt, amend or repeal by-laws; or
- 3.13.6 establish contributions to be made or dues to be paid by Members.
3.14 First Meeting of New Board. 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.
3.15 Adjourned Meeting. Notice of an adjourned meeting of the Board is not required if the time and place of the adjourned meeting are announced at the original meeting.
3.16 Regular Meetings. 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 shall be sent to each director immediately after being passed, but no other notice shall be required for any such regular meeting except where the Act requires the purpose of or the business to be transacted at such meeting to be specified.
3.17 Chair. The chair of any meeting of the Board shall be the first mentioned of such of the following officers as have been appointed and who is a director and is present at the meeting: chair of the Board or president. If no such officer is present, the directors present shall choose one of such directors to be chair.
3.18 Quorum. The quorum for the transaction of business at any meeting of the Board shall consist of a majority of the directors then in office. No person shall act for an absent director at a meeting of the Board.
3.19 Votes to Govern. 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 shall be entitled to a second or casting vote.
3.20 Conflict of Interest. A director of the Corporation shall disclose to the Corporation, in the manner and to the extent provided by the Act, any interest that such director has in a material contract or transaction, whether made or proposed, with the Corporation, if such director (a) is a party to the contract or transaction, (b) is a director or an officer, or an individual acting in a similar capacity, of a party to the contract or transaction, or (c) has a material interest in a party to the contract or transaction. Such director shall not vote on any resolution to approve the same except as provided by the Act.
3.20 Remuneration and Expenses. Directors shall serve without remuneration and no director shall directly or indirectly receive any profit from such position, provided that a director may be reimbursed for reasonable expenses incurred in the performance of the director’s duties as such. A director shall not be prohibited from receiving compensation for services provided to the Corporation in another capacity.