Being the Amended General By-law of
NATIONAL EMERGENCY NURSES' AFFILIATION
(N.E.N.A.) INC.,
Amended and revised as of the September
2000.
IT IS HEREBY ENACTED as a By-law of
National Emergency Nurses' Affiliation (N.E.N.A) Inc.
(hereinafter referred to as the "Corporation") as follows:
CORPORATE SEAL
1. The seal, an impression whereof is
stamped in the margin hereof, shall be the seal of the National Emergency
Nurses' Affiliation (N.E.N.A) Inc.
CONDITIONS
OF MEMBERSHIP
2. Membership
in the corporation shall be of voting members and all cases shall be limited to
persons interested in furthering the objects of the corporation and whose
applications for admission as members have received approval of the Board of
Directors of the Corporation.
Voting membership is open to all
Registered Nurses interested in emergency nursing practice who are members of
affiliated provincial Emergency Nursing associations, including, but not
limited to, those involved in inter alia, practice, research, management and education. Registered Nurses resident in a province in
which there does not exist an affiliated provincial Emergency Nursing
association are eligible for voting membership by becoming members through the
office of the National Emergency Nurses' Affiliation (N.E.N.A) Inc.
3.
Membership
fees shall be as directed by the Board of Directors. Any subsequent increase in membership fees
must be approved by a majority of the Board of Directors at a meeting of the
Board of Directors and sanctioned by an affirmative vote of at least two-thirds
(2/3) of the voting members at the annual meeting.
4.
Any
member may be required to resign by a vote of three-quarters (3/4) of the
members at an annual meeting.
HEAD OFFICE
5.
The
Head Office of the Corporation shall be at the location of the current
Treasurer of the Corporation.
BOARD OF
DIRECTORS
6.
A board
of fourteen (14) directors of whom nine (9) shall constitute a quorum shall
manage the property and business of the Corporation. The Board of Directors may on literature of
the Corporation be designed as a Board of Governors.
7.
The
Board of Directors shall be composed of five (5) directors elected by the
voting members at the annual meeting and Nine (9) ex officio directors, being
the Provincial Directors elected or appointed by their respective provincial
Emergency Nursing associations. An affiliated provincial Emergency Nursing
association's director, or its designated officer or member, shall be its
provincial ex officio member of the Board of Directors. One Provincial Director
from each of the following provinces, shall ex officio be a director of the
Corporation; British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Nova
Scotia, Newfoundland/Labrador, New Brunswick and Prince Edward Island.
8.
The
applicants for the incorporation shall become the first directors of the
Corporation whose term of office in the Board of Directors shall be for one (1)
year.
9.
Successors
to the first directors, save and except ex officio directors, and save and
except directors concurrently holding the office of President-Elect and Past
President, shall be elected for a two (2) year term by the members at an annual
meeting of members.
10.
Upon
election at the first annual meeting of members the Board of Directors then
elected shall replace the provisional directors named in the Letter Patent of
the Corporation as provided for in Paragraph 9 hereof.
11.
Directors,
including the first directors of the Corporation, shall be eligible for
re-election at the annual meeting of members.
12.
Directors,
save and except ex officio directors and save and except directors concurrently
holding the office of President-Elect and Past President, shall hold office for
a two (2) year term and all elected directors shall be eligible for re-election
or re-appointment, as the case may be, providing they continue to be voting
members.
13.
The
office of a director shall be automatically vacated:
a)
if a
director shall resign his office by delivering a written resignation to the
Secretary of the Corporation;
b)
if he
is found to be or becomes of unsound mind or body;
c)
if
he becomes bankrupt or suspends payment
or compounds with his creditors;
d)
if at a
special general meeting of members a resolution is passed by a majority of the
members present at the meeting that he be removed from office;
e)
on
death;
f)
on
acquiring a permanent place of residence outside of Canada; provided that if any vacancy shall occur for
any reason in this paragraph contained, the Board of Directors by majority
vote, may, by appointment, fill the vacancy with a member of the Corporation
until the next Annual General Meeting (AGM).
14.
In the
case of an ex officio director, in addition to, and not in exclusion to the
reasons stated in paragraph 13 (a) to (f) above, if a Provincial Emergency
Nursing Association at a special meeting of its members passes a resolution by
a majority of the members present at the meeting that a Provincial Director be
removed from his or her office in the provincial association, the office of
director held by that Provincial Director shall be deemed to be automatically
vacated. Provided further that if any vacancy shall occur as a result of the
reason in this paragraph contained, the provincial Emergency Nursing
association may by election or appointment fill the vacancy thus created.
15.
Meetings
of the Board of Directors may be held at any time and place to be determined by
the directors provided that thirty (30) clear days notice of such meeting shall
be sent in writing to each director, provided there shall be at least one (1)
meeting per year of the Board of Directors. Any adjourned meeting of the Board
of Directors of the Corporation shall invalidate such meeting or make void any
proceeding taken thereat and any director may at any time waive notice of any
such meeting and may ratify, and approve and confirm any or all proceeding
taken or had thereat.
16.
Directors
as such, shall not receive any stated remuneration for their services, but by
resolution of the Board of Directors, expenses of their attendance may be
allowed for their attendance at each regular or special meeting of the Board of
Directors. Nothing herein contained
shall be construed to preclude any director from serving the Corporation as an
officer or in any other capacity and receiving compensation therefor. The
directors shall serve as such without remuneration and no director shall
directly or indirectly receive and profit from his position as such; provided
that a director may be paid reasonable expenses incurred from his position as
such; provided that a director may be paid reasonable expenses incurred by him
in the performance of his duties; and provided further that any director who is
engaged in or is a member of a firm engaged in any business or profession may
act in and be paid the usual professional costs and charges for any
professional business required to be done in connection with administration of
the affairs of the Corporation.
17.
A
retiring director shall remain in office until the dissolution or adjournment
of the meeting at which his retirement is accepted and his successor is
elected. A director, save and except ex
officio directors, and save and except directors concurrently holding the
office of President-Elect and Past President, shall hold office until the annual
meeting that follows the next annual meeting of members following his election
or appointment.
18.
The
Board of Directors may appoint such agents and engage such employees as it
shall deem necessary from time to time and such persons shall have such
authority and shall perform such duties as shall be prescribed by the Board of
Directors at the time of such appointment.
19.
The
Board of Directors shall fix the remuneration of all officers, agents and
employees and committee members.
20.
All
motions or resolutions shall be decided by a majority of the members or of
those members present, at a meeting of the Board of Directors. In the case of a tie vote, the motion or
resolution as put to the Board of Directors shall be deemed to be defeated.
INDEMNITIES TO DIRECTORS AND OTHERS
21.
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 company
controlled by it and their heirs, executors and administrators, and estate and
effect, respectively, shall from time to time and at all times, be indemnified
and save harmless out of the funds of the corporation, from and against:
a) all costs, charges and expenses
whatsoever which such director, officer or other persons sustains or incurs in
or about any action, suit or proceedings which is brought, commenced or
prosecuted against him, or in respect of any act, deed, matter or thing
whatsoever, made, done or permitted by him, in or about the execution of the
duties of his office or in respect of any such liability;
b) all
other costs, charges and expenses which he sustains or incurs in or about or in
relation to the affairs thereof, except such costs, charges or expenses as are
occasioned by his own wilful neglect or default.
POWERS OF
DIRECTORS
22.
The
directors of the Corporation may administer affairs of the Corporation in all
things and make or cause to be made for the Corporation, in its name, any kind
of contract which the corporation may lawfully enter into and save as
hereinafter provided, generally, may exercise all such other powers and do all
such other acts and things as the Corporation is by its charter of otherwise
authorized to exercise and do.
23.
The
Board of Directors may appoint committees whose members will hold these offices
at the will of the Board of Directors.
24.
The
directors shall have power to authorize expenditures on behalf of the
Corporation from time to time and may delegate by resolution to an officer or
officers of the Corporation the right to employ and pay salaries to employees.
The directors shall have the power to make expenditures for the purpose of
furthering the objects of the Corporations.
The directors shall have the power to enter into a trust arrangement
with a trust company for the purpose of creating a trust fund in which the
capital and interest may be made available for the benefit or promoting the
interest of the National Emergency Nurses' Affiliation (N.E.N.A) Inc., in
accordance with such terms as the Board of Directors may prescribe.
25.
The
Board of Directors shall take such steps as they may deem requisite to enable
the Corporation to acquire, accept, solicit or receive legacies, gifts, grants,
settlements, bequests, endowments and donations of any kind whatsoever for the
purpose of furthering the objects of the Corporation.
OFFICERS
26.
The
officers of the Corporation shall be a President, President-Elect, Secretary,
Treasurer, Past President, Communications Officers and any such other officers
as the Board of Directors may direct by by-law of the National Emergency
Nurses' Affiliation (N.E.N.A) Inc. The
same person may hold any two (2) offices pro tem until the next meeting of the
Board of Directors.
27.
All
officers other than the President and Past President shall be elected at the
annual meetings of the members.
28.
The
Past President and President-Elect shall hold office for a term of one (1) year
from the date of appointment or election. All other officers of the Corporation
shall hold office for a term of two (2) years from the date of appointment or
election or until their successors are elected or appointed in their stead.
DUTIES OF OFFICERS
29.
All
officers shall be directors of the Corporation and they shall cease to be
officers if they cease to be directors or if they are removed by a majority of
the Board of Directors.
30.
The
President shall be the chief executive officer of the Corporation. He shall
preside at all meetings of the corporation and of the Board of Directors. He shall have the general and active
management of the affairs of the Corporation.
He shall see that all orders and resolutions of the Board of Directors
are carried into effect.
31.
In the
absence or disability of the President, the President-Elect, or if the
President-Elect is not available, the Past President, shall preside pro tem at
any meeting of the Board of Directors.
32.
The
Treasurer shall have the custody of the funds and securities of the Corporation
and shall keep full and accurate accounts of all assets, liabilities, receipts
and disbursements of the Corporation in the books belonging to the Corporation
and shall deposit all monies, securities and other valuable effects in the name
and to the credit of the Corporation in such chartered bank or trust company,
or in the case of securities, in such registered dealer in securities as may be
designated by the Board of Directors from time to time. He shall disburse the funds of the
Corporation as may be directed by proper authority taking proper vouchers for
such disbursements and shall render to the President and Directors at the
regular meeting of the Board of Directors, or whenever they may require it, an
accounting of all transactions and statement of financial position of the
Corporation. He shall also perform such
other duties as may from time to time be directed by the Board of Directors.
33. The
Secretary may be empowered by the Board of Directors, upon resolution of the
Board of Directors, to carry on the affairs of the Corporation generally under
the supervision of the officers therefore and shall attend all meeting and act
as clerk thereof and record all votes and minutes of all proceedings in the
books to be kept for that purpose. He
shall give or cause to be given notice of all meetings for the members and of
the Board of Directors, and shall perform such other duties as may be
prescribed by the Board of Directors or President, under whose supervision here
shall be. He shall be custodian of the
seal of the Corporation, which he shall deliver only when authorized by a
resolution of the Board of Directors to do so and that such person or persons
as may be named in the resolution. He
shall also perform such other duties as may from time to time be directed by
the Board of Directors.
b) The President-Elect is elected for a term of
one (1) year and shall perform such duties as shall from time to time be
directed or delegated by the President or the Board of Directors. The
President-Elect automatically assumes the office of the President for a term of
two (2) years on completion of his term of office. The Past President shall
hold office for a term of one (1) year on completion of his term as President.
He shall perform such duties as directed or defined by the Board of Directors.
c) The Communications Officer shall ensure that
the National Official Publication is published and circulated to the members
and shall have authority to exercise such editorial discretion as deemed
appropriate. He shall perform other duties as may be from time to time directed
by the Board of Directors.
33.
The
duties of all other officers of the Corporation shall be such as the terms of
their engagement call for or the Board of Directors requires of them.
EXECUTION OF DOCUMENTS
35.
Contracts,
documents or any instruments in writing requiring the signature of the
Corporation, shall be signed by any two officers, and all contracts, documents
and instruments in writing so signed, shall be binding upon the Corporation
without any further authorization or formality.
The directors shall have power from time to time by resolution to
appoint an officer or officers on behalf of the Corporation to sign specific
contracts, document and instruments in writing.
The directors may give the Corporation's power of attorney to any
registered dealer in securities for the purposes of the transferring of and
dealing with any stocks, bonds, and other securities of the Corporation. The seal of the Corporation when required may
be affixed to contracts, documents and instruments in writing signed and
aforesaid or by any officer or officers appointed by resolution of the Board of
Directors.
MEETINGS
36.
The annual or
any other special general meeting of the members shall be held at any place in
Canada that the Board of Directors may determine on such day as the Directors
shall appoint.
37.
At every annual
meeting, in addition to any other business that is transacted, the report of
the directors, the financial statement, and the report of the auditors shall be
presented. The required executive will
be elected and auditors appointed for the ensuing year. The members may consider and transact any
business either special or general at any meeting of the members. The Board of Directors, or the President or
Past President shall have power to call, at any time, a general meeting of the
members of the Corporation.
38.
Thirty (30) days
prior written notice shall be given to each member of any annual or special
general meeting of members. Members
present in person at a meeting shall constitute a quorum. Each voting member present at a meeting shall
have the right to exercise one (1) vote.
39.
a) No error or omission in giving notice of any
annual or general meeting or any adjourned meeting, whether annual or general,
of the members of the Corporation shall invalidate such meeting or make void
any proceedings taken thereat and any member may at any time waive notice of
any such meeting and may ratify, approve and confirm any or all proceedings
taken or had thereat. For purpose of
sending notice to any member, director or officer for any meeting or otherwise,
the address of the member, director or officer, shall be his last address
recorded on the books of the Corporation.
b) A special general meeting may be requisitioned
by any five percent (5%) or more, of the members, in order to vote on the
removal of directors and/or officers. Thirty (30) days prior written notice of
the requisition of the members shall be given to the Board of Directors and the
Board of Directors shall within thirty (30) days of the receipt of the
requisition of the members fix the time and place of the special general
meeting. The Board of Directors shall be
deemed to have received written notice of the requisition of the members on
receipt by the President or Secretary of the written notice of the requisition
by registered mail. A Canada Post Office
signed "Acknowledgement of Receipt" form shall be deemed conclusive receipt by
the President or Secretary. The Board of
Directors must within thirty (30) days of receipt of the notice of the
requisition of the members fix the time and place of the special general
meeting. Thirty (30) days prior written
notice shall be given to each member of the special general meeting of members.
MINUTES OF BOARD OF DIRECTORS AND
EXECUTIVE COMMITTEES
40. The minutes of the Board of Directors or
the minutes of the executive committee shall be available to the general
membership of the Corporation, on request, through the respective provincial ex
officio director, or where no affiliated provincial Emergency nursing
association exists, through the office of the President.
VOTING OF MEMBERS
41. At all meetings of members of the Corporation,
every question shall be determined by a majority of votes unless otherwise
specifically provided by statute or by these by-laws.
FINANCIAL YEAR
42. Unless otherwise ordered by the Board of
Directors, the fiscal year end of the Corporation shall be June 30th
of each year.
AMENDMENT OF
BY-LAWS
43. The by-laws of the Corporation may be
repealed or amended by by-law enacted by a majority of the directors at a
meeting of the Board of Directors and sanctioned by an affirmative vote of at
least two-third (2/3) of the members at a meeting duly called for the purpose
of considering the said by-law, provided that the enactment, repeal or
amendment of such by-law shall not be enforced or acted upon until the approval
of the Minister of Consumer and Corporate Affairs has been obtained.
AUDITORS
44. The
members shall at each annual meeting appoint an auditor to audit the accounts
of the Corporation to hold office until the next annual meeting provided that
the directors may fill any casual vacancy in the office of auditor. The Board of Directors shall fix the
remuneration of the auditor.
BOOKS AND
RECORDS
45. The
directors shall see that all necessary books and records of the Corporation
required by the by-laws of the Corporation or by any applicable statute or laws
are regularly and properly kept.
RULES AND
REGULATIONS
46. The Board of Directors may prescribe such
rules and regulations (policies and
guidelines) not inconsistent with these by-laws relating to the
management and operation of the Corporation as they may deem expedient,
provided that such rules and regulations shall have force and effect only until
the next annual meeting of the members of the Corporation when they shall be
confirmed, and failing such confirmation at such annual meeting of members
shall at and from that time cease to have any force and effect.
INTERPRETATION
47. In these by-laws and in all other By-laws
of the Corporation hereafter passed unless the context otherwise requires,
words importing the singular number or the masculine gender shall include the
plural number or the feminine gender, as the case may be, and vice versa, and
references to person shall include firms and corporations
Posted
Jan 11 2010, 09:03 PM
by
CarlsonStephanie