Be it resolved that the following By-law, being By-Law No. 1 of the Registered Psychiatric Nurses Foundation Inc., is hereby enacted;
BY-LAW NO. 1
A by-law relating generally to the transaction of the business and affairs of THE REGISTERED PSYCHIATRIC NURSES’ FOUNDATION INC.; hereafter referred to as the Foundation.
Business of the Foundation
Registered Office – Until changed in accordance with the Canada Corporations?? Act, ( hereafter referred to as the Act) the registered office of the Foundation shall be in the City of Winnipeg, in the Province of Manitoba, and at such location therein as the board may from time to time determine.
Financial Year – The financial year of the Foundation shall commence on the first day of January and terminate on the last day of December, or as may be determined by a majority of the Board of Directors.
Execution of Instruments – Deeds, transfers, assignments, contracts, obligations, certificates and other instruments may be signed on behalf of the Foundation by two persons who hold the offices of President, Vice President, Director, Secretary, treasurer or any other office created by by-law or resolution of the board. Any signing officer may affix the corporate seal to any instrument requiring the same.
Banking Arrangements – The banking business of the Foundation including, without limitation, 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 by two signing officers as the board may from time to time prescribe or authorize.
Withholding Information from Members – Subject to the provisions of the Act, The board may from time to time determine whether and to what extent and at what time and place and under what conditions or regulations the accounts, records and documents of the Foundation or any of them shall be open to the inspection of members and no member shall have any right of inspecting any account, record or document of the Foundation except as conferred by the Act or authorized by the board or by resolution passed at a general meeting of members.
Auditor – A chartered accountant, certified general accountant or a certified management accountant shall be appointed as auditor for the coming year at the annual meeting of the Foundation. The audit shall be submitted to the Board as soon after the close of the fiscal year as possible and shall be presented at the annual meeting.
Number of Directors and Quorum – Until changed in accordance with the Act, the board shall consist of not fewer than five (5) and not more than twelve (12) directors as follows:
two (2) members of the CRPNM Board of Directors, who shall be appointed by the CRPNM Board of Directors; b) three (3) RPNs elected at the annual general meeting; c) others as the Members/Board may from time to time determine. Subject to these By-Laws, the quorum for the transaction of business at any meeting of the board of directors shall consist of a majority of the directors, or such greater number of directors as the board may from time to time determine.
Election and Term – The election of directors shall take place at the annual meeting of members/foundation held in odd numbered years. The term of office for each Director shall be two (2) years, with not more than half (1/2) the Directors changing each year. The term of office shall begin at the end of the annual meeting of the Foundation at which elections are held.
Vacancies – A quorum of the board may fill a vacancy in the board, except a vacancy resulting from an increase in the minimum number of directors or from a failure of the members/ foundation to elect the minimum number of directors. 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, the board shall forthwith call a special meeting of members to fill the vacancy. If the board fails to call such meeting or if there are no such directors then in office, any member may
call the meeting.
The office of Director shall be automatically vacated if: a) a director shall resign his/her office by delivering a written or electronic resignation to the president or secretary of the Foundation; or
b) he/she becomes bankrupt; or c) at a special general meeting of members a resolution is passed by 2/3 of the members present at the meeting that be/she be removed from office; or
d) he/she is unable to continue his/her duties due to illness; or e) upon death. If a vacancy occurs on the board, the board may appoint a new member to complete the vacant term of office.
Action by the Board – The Board shall manage the business and affairs of the Foundation. The powers of the board may be exercised by resolution passed 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. Where 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.
Notice of Meeting – Written or electronic notice of all meetings of the board, stating the time and place of each meeting and the business to be transacted, shall be given to each officer and director not less than seven (7) days before the meeting. A meeting of the board may be held without notice if all directors present have waived notice or signified consent to the meeting being held in their absence. Notice of any meeting or irregularity in any meeting or notice thereof may be waived by any director.
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.
Regular Meetings – Regular meetings of the board shall be convened as determined by the board. There shall be no less than four (4) meetings per year.
Special Meetings – A special meeting of the board may be convened by the president at any time.
Resolution – A resolution in writing signed by all the directors shall be as valid and effectual as if it had been passed at a meeting of the board duly called and constituted.
Chairman – The chairman 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: president, vice-president, or secretary. If no such officer is present, the directors present shall choose one of their numbers to be chairman.
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 chairman of the meeting shall be entitled to cast the tie-breaking vote.
Conflict of Interest – A director or officer who is a party to, or who is a director or officer of or has a material interest in any person who is a party to, a material contract or proposed material contract with the Foundation shall disclose the nature and extent of his interest at the time and in the manner provided by the Act. Any such contract or proposed contract shall be referred to the board or members for approval even if such contract is one that in the ordinary course of the Foundation’s business would not require approval by the board or members, and a director interested in a contract so referred to the board shall not vote on any resolution to approve the same except as provided by the Act.
Remuneration and Expenses – The directors shall be entitled to be reimbursed for traveling and other expenses properly incurred by them in attending meetings of the board or any committee thereof. Nothing herein contained shall preclude any director from serving the Foundation in any other capacity and receiving remuneration therefore.
Powers and Duties of Directors
The Directors of the Foundation shall administer the affairs of the Foundation. The Directors shall have power to authorize expenditures on behalf of the Foundation from time to time and may delegate by resolution to an Officer or Officers of the Foundation the right to employ and pay salaries to employees.
The Directors shall have the power to enter into a trust arrangement with a financial or trust company for the purpose of creating a Foundation trust in which the capital and interest may be made available for the benefit of promoting the interests of the Foundation in accordance with such terms as the Directors and the Foundation bylaws prescribe.
The Directors shall take such steps as they may deem requisite to enable the Foundation to acquire, accept, solicit or receive legacies, gifts, grants, settlements, bequests, endowments, and donations of any kind whatsoever for the purpose of furthering the objectives of the Foundation.
The Board shall develop criteria for the disbursement of bursary funds and ensure the criteria and any guidelines approved by the board are met by all successful bursary or scholarship applicants.
The board shall provide an annual report and audited financial statements at each annual meeting of the Foundation.
Officers of the Board
Appointment – The board may from time to time appoint a president, one or more vice-presidents (to which title may be added words indicating seniority or function), a secretary, a treasurer and such other officers as the board may determine, including one or more assistants to any of the officers so appointed. The board may specify the duties of and, in accordance with this by-law and subject to the provisions of the Act, delegate to such officers powers to manage the business and affairs of the Foundation. One person may hold more than one office.
President – If appointed, the president shall be the Chief Executive Officer and, subject to the authority of the board, shall have general supervision of the business of the Foundation; and he shall have such other powers and duties as the board may specify. During the absence or disability of the managing director, or if no managing director has been appointed, the president shall also have the powers and duties of that office.
Vice-President – A vice-president shall have such powers and duties as the board or the President may specify.
Secretary-Treasurer – The secretary-treasurer shall perform all the usual duties of secretary and treasurer including: the keeping of such regular books and records of the Foundation’s finances as shall be set up under the direction of the board: the maintaining of full records of the minutes of all meetings of the board and committees; the maintaining of all records, documents, and correspondence of the Foundation; the giving of notice of all meetings of the board; having custody of the seal of the Foundation; and other such duties as may from time to time be decided by the board.
Variation of Powers and Duties – The board may from time to time and subject to the provisions of the Act, vary, add to or limit the powers and duties of any officer.
Agents and Attorneys – The board shall have power from time to time to appoint agents or attorneys for the Foundation with such powers of management or otherwise (including the power to sub-delegate) as may be thought fit.
Protection of Directors, Officers and Others
Limitation of Liability – Subject to the provisions of the Act, no director or officer shall be liable for the acts, receipts, neglects or defaults of any other director or officer or employee, or for the insufficiency of deficiency of any security in or upon which any of the moneys of the Foundation shall be invested, or for any loss occasioned by any error of judgment or oversight, or for any other loss, damage or misfortune whatever which shall happen in the execution of the duties of office or in relation thereto, unless the same are occasioned by his/her own willful neglect or default; provided that nothing herein shall relieve any director or officer from the duty to act in
accordance with the Act and the regulations there under or from liability for any breach thereof.
Indemnity – Subject to the limitations contained in the Act, the Foundation shall indemnify a director or officer, a former director or officer, and his/her heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him/her in respect of any civil, criminal or administrative action or proceeding to which he/she is made a party by reason of being or having been a director or officer of the Foundation, if:- a) he/she acted honestly and in good faith with a view to the best interest of the Foundation; and b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he had reasonable grounds for believing that his conduct was lawful.
Insurance – Subject to the limitations contained in the Act, the Foundation may purchase and maintain such insurance for the benefit of its directors and officers as such, as the board may from time to time determine.
Meetings of Members / Foundation
Annual Meetings – The annual meeting of the foundation/members shall be held at such time in each year and, at such place as the board may from time to time determine, for the purpose of considering the financial statements and reports required by the Act to be placed before the annual meeting, electing directors, appointing auditors and for the transaction of such other business as may properly be brought before the meeting.
Special Meetings – The board, the president or the secretary shall have power to call a special meeting of directors at any time. A special general meeting may also be called by written request of fifty (50%) percent of the directors. Such notice shall be filed with the president or secretary and shall state the business to be brought before the meeting.
Notice of Meetings – Notice of the time and place of each meeting of members/foundation shall be given not less than 21 days before the date of the meeting to each director, to the auditor and to each member who at the close of business on the record date, if any, for notice is entered in the register as a member carrying the right to vote at the meeting.
Persons Entitled to be Present – Meetings shall be open to the public to attend. Meetings may also be held “in camera” if the Board of Directors, in their sole discretion, deem same appropriate.
Quorum – A quorum for the transaction of business at any meeting of members shall be 50% plus one individuals present in person, being a member entitled to vote thereat.
Votes to Govern – At any meeting of members/foundation every question shall, unless otherwise required by the articles or by-laws or by by-law, be determined by the majority of the votes cast on the question. In case of an equality of votes, the chairman of the meeting shall be entitled to cast the tie-breaking vote.
Resolution in Writing – A resolution in writing signed by all the members entitled to vote on that resolution at a meeting of members is as valid as if it had been passed at a meeting of the members unless a written statement with respect to the subject matter of the resolution is submitted by a director or the auditors in accordance with the Act.
Robert’s Rules – Robert’s Rules of Order Newly Revised shall apply on all questions of procedure and parliamentary law not specified in these bylaws.
Method of Giving Notices – Any notice to be given pursuant to the Act, the regulations thereunder, the articles, the by-laws or otherwise to a member, director, officer, auditor or member of a committee of the board shall be sufficiently given if delivered personally to the person to whom it is to be given or if delivered to his recorded address or if mailed to him at his recorded address by prepaid ordinary. A notice so mailed shall be deemed to have been received at the time it would have been delivered in the ordinary course of mail.
Undelivered Notices – If any notice given to members is returned on one occasion because he cannot be found, the Foundation shall not be required to give any further notices to such member until he informs the Foundation in writing of his new address.
Omissions and Errors – The accidental omission to give any notice to any member, director, officer, auditor or member of a committee of the board or the non-receipt of any notice by any such person or any error in any notice not affecting the substance thereof shall not invalidate any action taken at any meeting held pursuant to such notice or otherwise founded thereon.
Waiver of Notice – Any member, director, officer, auditor or member of a committee of the board may at any time waive any notice, or waive or abridge the time for any notice, required to be given to him under the provisions of the Act, the regulations thereunder, the articles, the by-laws or otherwise and such waiver or abridgement shall cure any default in the giving or in the time of such notice, as the case may be. Any such waiver or abridgement shall be in writing except a waiver of notice of a meeting of members or of the board which may be given in any manner.
The board may appoint committees as it may, from time, to time, deem necessary.
The operations of the Foundation shall be carried out without the purpose of gain for its members and any profits or accretion of the Foundation shall be used in promoting the objectives of the Foundation.
Effective Date – This by-law shall come into force when confirmed by the members in accordance with the Act.