Name
1. The association shall be known as the Canadian Society of Colon and Rectal Surgeons – Société canadienne des chirurgiens du colon et du rectum (the “Corporation”)
Corporate Seal
2. The seal, an impression of which is affixed on the final page of these by-laws, shall be the seal of the Corporation.
Location
3. The head office of the Corporation is in the City of Ottawa, ON, Canada. The address shall be considered permanent until such time as it is changed by the Corporation determined by resolution.
Membership
4. The Corporation shall be composed of six categories of membership, as follows: Full Members (voting), Associate Members (voting), Residents (non-voting), Honorary Members (non-voting), Emeritus Fellows (non-voting), and International Affiliates (non-voting).
Full Members
5. Full Members shall be limited to specialists in the field of colon and rectal legally licensed to practice surgery, with active practices and shall be in compliance with the Maintenance of Certification Program of The Royal College of Physicians and Surgeons of Canada. They must have received recognized formal training in colon and rectal surgery. Full Members shall be entitled to receive notice of, attend, take part in and vote at all meetings of the members, and shall be eligible to serve as directors and officers and any committee or working group of the Corporation.
Associate Members
6. Associate Members are limited to graduates of an approved medical school and legally licensed to practice medicine or surgery. Associate Members shall be active in the field of colon and rectal surgery or shall display a major interest and participate in the study of colon and rectal disease. The major portion of their practices will be concentrated in the management of patients with colon and rectal disease. They shall be in compliance with the Maintenance of Certification program of The Royal College of Physicians and Surgeons of Canada. Associate Members are entitled to receive notice of, attend, take part in and vote at the meetings of the members, and may serve on any committee or working group of the Corporation. Associate Members shall not serve as directors or officers of the Corporation.
Residents
7. Residents shall consist of full-time residents who are enrolled in a postgraduate training program in General Surgery or in the field of Colon and Rectal Surgery accredited by The Royal College of Physicians and Surgeons of Canada, or its equivalent acceptable to the Executive Board. Such membership shall be in effect during training, including fellowship. Such members may serve on any committee of the Corporation but may not serve as directors or officers. Residents are entitled to receive notice of and attend meetings of members but shall not be entitled to vote.
Honorary Fellows
8. Upon recommendation of the Executive Board, Honorary Fellowships may be bestowed on individuals who have made an outstanding contribution to the field of colon and rectal surgery, or to the Canadian Society of Colon and Rectal Surgeons. Honorary Fellows are entitled to receive notice of meetings of members and attend such meetings but shall not be entitled to vote, or serve as a director or officer of the Corporation. Honourary Fellows may be appointed to serve on committees. They shall not be subject to dues or assessments.
Emeritus Fellows
9. Emeritus Fellows shall be limited to those Fellows or Associate Fellows in good standing who have formally stated to the Secretary-Treasurer that they have retired from the practice of medicine. Emeritus Fellows are entitled to receive notice of and attend meetings of members but shall not be entitled to vote or serve as a director or officer of the Corporation. Emeritus Fellows may be appointed to serve on committees, and may appear on the annual scientific program of the Corporation and participate in discussion of scientific papers.
International Affiliates
10. This category of membership is intended to facilitate access to the educational opportunities offered by the Corporation and may be conferred on surgeons and surgical trainees resident abroad, after application supported by two (2) letters of recommendation from active members of Canadian Society of Colon and Rectal Surgeons. Such membership shall be conferred by the Executive Committee on the recommendation of the Membership Committee subject ultimately to the approval of the membership.
International Affiliates shall be entitled to notice of and to attend meetings of the members but shall not be entitled to vote or serve as a director or officer in the Corporation.
Payment of Dues
11. Full Members, Associate Members, and International Affiliates shall be required to pay annual dues or assessments as set by the Executive Board. Residents, Honorary Fellows and Emeritus Fellows shall not be subject to dues or assessments. Any member, regardless of category, on reaching the age of seventy (70) years may request exemption from the payment of dues.
Application for Membership
12. Physicians who meet the requirements for membership will be admitted to the Corporation. Resident members in good standing will automatically become Full Members upon the completion of their training.
Termination of or Withdrawal from Membership
13. Membership in the Corporation shall cease if the member resigns, if the member becomes ineligible to continue the practice of surgery by virtue of suspension or restriction of privileges by their licensing body, or if their annual dues in the Corporation are in arrears for two consecutive years, or upon death.
The Executive Board may terminate a person’s membership for conduct unbecoming the Corporation. Notice of intention to terminate the membership shall be provided to the member thirty (30) days before the Executive Board meets to consider the matter. The member shall also be notified of their right to make representations and their right to have legal counsel present. The Executive Board may then terminate the member’s membership by way of an ordinary resolution (fifty (50) percent plus one (1)) and the member shall be notified of the decision.
Reinstatement
14. Former members whose membership in the Corporation has lapsed may be reinstated upon meeting the requirements for membership and paying any outstanding dues.
Meetings of the Members
15. The Corporation shall hold an Annual Meeting of Members which shall be held at such time and place as may be fixed by the Executive Board. The agenda shall be available to members fourteen (14) days in advance of the date of the proposed meeting.
16. Special meetings may be called by the President and/or Executive Board or by written request by any ten (10) Full Members and/or Associate Members in good standing. Notification for special meetings shall be made at least ten (10) days prior to the meeting date. The purpose for which a Special Meeting is called shall be clearly stated in writing with the notification of date. The agenda and business conducted shall be limited to that mentioned in the notice.
17. No business other than that specified in the notice requisitioning the meeting shall be voted upon. New matters introduced from the floor at the annual meeting of the members may be discussed but not voted on. They may be added to a future agenda of a meeting of the members.
18. A written notice stating the day, hour and place of each Annual Meeting or Special Meeting and the general nature of the business to be transacted shall be served by regular mail or by other electronic means to each member of the Corporation at least fourteen (14) days before the date of every meeting directed to such address as appears on the books of the Corporation. Notice of any meeting may be waived in writing by any member. The accidental omission to give notice of any meeting or the non-receipt of the notice by any member or members shall not invalidate any resolution passed, or any action or proceedings taken at the meeting.
19. Each voting member present at the meeting or represented by proxy shall have the right to exercise one vote and all questions shall be decided by a simple majority vote of the members present, unless otherwise specifically provided by the Canada Not-for-Profit Corporations Act (the “Act”) or these by-laws.
Voting members may be represented at Annual or Special Meetings of the Corporation by proxy, submitted to the Corporation in the form approved by the Executive Board in advance of the meeting.
The Executive Board may specify in the Notice calling the meeting that voting by mail or by electronic means on certain items in the Notice may be permitted. The Executive Board shall prescribe the requirements for an Active Member to vote by mail or by electronic means. No voting by mail or by electronic means shall be permitted to change the location of the head office of the Corporation, change the name of the Corporation, authorize an application to extend or reduce the objects or powers of the Corporation or authorize an application to dissolve the Corporation. Matters including by-law changes, may be voted upon by regular or electronic mail, providing that a Notice of voting has been provided by mail or electronically to all members more than 14 (fourteen) days prior to the date of closure of the voting.
20. Notices for introducing new matters requiring a vote, other than the matters of privilege, shall be sent in writing to the President at least fourteen (14) days before a meeting of the members of the Corporation.
21. A member may participate in a meeting of the members of the Corporation by means of such conference telephone or other electronic means, as permit all persons participating in the meeting to communicate with one another, and a member of the Corporation participating in such a meeting, by such means, is deemed to be present at the meeting.
Powers of the Executive Board
22. Management
The Executive Board of the Corporation shall administer the 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, except as otherwise specifically provided herein, shall exercise all such other powers and do all such other acts and things as the Corporation is by its articles of continuance and articles of amendment, if any, or otherwise authorized to exercise and do. Without restricting the generality of the foregoing, the Executive Board shall have power to authorize expenditures on behalf of the Corporation from time to time.
23. Finances
The Executive Board 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, payments and donations of any kind whatsoever for the purpose of furthering the objects of the Corporation. The Executive Board 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 of promoting the interest of the Corporation, in accordance with such terms as the Executive Board may determine.
24. Borrowing
The Executive Board may from time to time:
(a) borrow money upon the credit of the Corporation;
(b) limit or increase the amount to be borrowed;
(c) issue debentures or other securities of the Corporation;
(d) pledge or sell such debentures or other securities for such sums and at such prices as may be deemed expedient; and
(e) secure any such debentures, or other securities, or any other present or future borrowing or liability of the Corporation, by mortgage, hypothec, charge or pledge of all or any currently owned or subsequently acquired real and personal, movable and immovable, property of the Corporation, and the undertaking and rights of the Corporation.
25. The Executive Board may delegate such powers to the Officers, Directors or other person to such extent and in such manner as the Executive Board may, by resolution, determine. Nothing herein limits or restricts the borrowing of money by the Corporation on bills of exchange or promissory notes made, drawn, accepted, or endorsed by or on behalf of the Corporation.
Minutes of the Annual Meeting of Members
26. The minutes of the Annual Meeting of Members and Special Meetings shall be available to the membership of the Corporation, and approved at the next Annual Meeting of Members and signed by the President and Secretary Treasurer.
Quorum
27. A quorum at meetings shall consist of fifteen of the Full Members and/or Associate Members of the Corporation.
Indemnities to Officers and Others
28. Every officer of the Corporation and their heirs, executors and administrators, and estate and effects, respectively, shall from time to time and at all times, be indemnified and saved harmless out of the funds of the Corporation, from and against all costs, charges and expenses which such individual sustains or incurs in or about any action, suit or proceedings which is brought, commenced or prosecuted against them, in or about the execution of the duties of their office or in respect of any such liability; all other costs, charges and expenses which they sustain or incur in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by their own willful neglect or default.
Directors’ and Officers’ Liability Insurance
29. The Corporation shall purchase and maintain insurance on behalf of any person who is or was a Director, Officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a Director, Officer, employee or agent of another association, partnership, joint venture, trust or other enterprise against any liability asserted against them, incurred by them in any such capacity, or arising of their status as such.
Fiscal Year
30. The fiscal year end of the Corporation shall be December 31st of each year.
Auditors
31. The members, at each Annual Meeting of Members, shall appoint an auditor, to audit the accounts and annual financial statements of the Corporation for report to the members at the next Annual Meeting when needed.
Amendments
32. Except as provided in the Act, amendments to these by-laws shall be enacted by a majority of the Executive Board, at a meeting of the Executive Board, and sanctioned by an affirmative vote of a simple majority (fifty (50) percent plus one(1)) of the members, at a meeting duly called for the purpose of considering the said by-law. Such amendments shall be effective as of the date of the resolution of the Executive Board.
Election and Removal of the Directors
33. (a) There shall be a total of five directors of the Corporation, who shall be elected by the members.
(b) The Nominating Committee will present a slate of directors to each Annual Meeting of Members, listing its nominees for the five elected director positions. The members present and respresented by proxy shall then vote to approve or reject the proposed slate by way of a simple majority vote which is fifty (50) percent plus one (1).
(c) Only Full Members in good standing with the Corporation, who are not bankrupt or incapable are permitted to serve as directors; and
(d) Directors shall be elected for two-year terms, and they can serve multiple terms.
34. The office of a director shall be automatically vacated:
(a) if the director resigns their office by delivering a written resignation to the secretary of the Corporation;
(b) if the director is incapable;
(c) if the director becomes bankrupt;
(d) if at a Special Meeting of Members, an ordinary resolution is passed (fifty (50) percent of the members plus one (1)) by the members present or represented by proxy at such meeting that the director be removed from office; or
(e) if the director dies.
If any director vacancy shall occur for any reason, the Executive Board by majority vote may fill the vacancy for the unexpired term of the director that is being replaced. If a meeting of the members fails to elect the number or minimum number of the directors required by the articles of continuance or articles of amendment, if any, or by-laws of the Corporation or if a vacancy occurs which is not filled by the Executive Board, the directors remaining in office may exercise all the power of the Executive Board provided that a quorum of directors is elected or remains in office as the case may be.
Executive Board
35. The business and affairs of the Corporation shall be managed by an Executive Board comprised of the five Directors voted in by members and one appointed officer. The Executive is comprised of a President, Vice-President, the Secretary-Treasurer, and two Members-at-Large, all with voting privileges. There will also be an appointed officer, the Chair of Research, without voting privileges. The Executive Board may also appoint additional officers that are non-voting into roles as per the need of organization at that time.
36. The President shall act as Chair of all Executive Board proceedings. In the case of the President not being able to act as Chair, the Vice-President shall act as Chair.
Meetings of the Executive Board
37. Meetings of the Executive Board shall be held at any time and place to be determined by the members of Executive Board, provided that forty-eight (48) hours written notice of such meetings shall be given, to each member of the Executive Board. No less than three (3) members of the Executive Committee shall constitute a quorum at any meeting of the Executive Board.
38. Meetings of the Executive Board may be held by means of such telephone, electronic or other communications facilities as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, 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. If a majority of the directors participating in a meeting held as herein provided are then in Canada, the meeting shall be deemed to have been held in Canada.
39. Each voting member of the Executive Board present at the meeting shall have the right to exercise one vote and all questions shall be decided by a simple majority vote of the members that are no less than three and constitute a quorum of the Executive Board.
40. A resolution in writing signed or approved electronically by all the directors entitled to vote on that resolution at a meeting of the Executive Board is as valid as if it had been passed at a meeting of the Executive Board duly called and held. Such a resolution may be distributed electronically to all members of the Executive Board, providing that receipt of the resolution is confirmed by a quorum of the directors. Voting on a resolution may also be conducted electronically providing the Chief Executive Officer of the Corporation maintains a record of votes cast.
Execution of Documents
41. 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 individual on behalf of the corporation to sign specific contracts, documents and instruments in writing.
Minutes of the Executive Board
42. The minutes of the Executive Board shall not be available to the general membership of the Corporation but shall be available to the Executive Board each of whom shall receive a copy of such minutes.
Officers and Committees
Officers
43. The Officers of the Corporation shall be as follows: President, Vice President, and Secretary-Treasurer.
44. The Officers, shall be appointed by the Executive Board.
45. The terms of office of the President, Vice President and Secretary-Treasurer shall be for a period of two years non-renewable. If an office becomes vacant, the Executive Committee shall appoint a successor to hold office for the remainder of the term of the office. Any officer may be removed by resolution of the Executive Board at any time.
Assuming re-election by the members at an Annual Meeting, the Secretary-Treasurer will ascend to the role of Vice-President and the Vice-President will ascend to role of the President upon their departure from the Executive Board.
The President shall have general supervision of the affairs and business of the Corporation, subject to the authority of the Executive Board, and shall have such other powers and duties as the Executive Board may from time to time prescribe.
The Vice President shall have such powers and duties as the Executive Board may from time to time prescribe. In the event of the death, inability to serve or absence of the President, the Vice President shall assume all the powers and duties of the President during such period of absence or inability to serve or until their successor is elected or appointed, whichever shall occur first.
The Secretary-Treasurer, working with and through the Chief Executive Officer and staff, shall provide oversight of the financial, legal, and record keeping obligations of the Corporation.
Appointment of Committees
46. The Executive Board may create any number of standing or special committees as it may from time to time determine. Subject to these by-laws, the Executive Board shall specify the terms of reference and appoint the Chair and members of each committee. The Executive Board shall also specify the procedure to be followed and determine any other matter relevant thereto.
47. Committees shall report to the President and Executive Board and to the Corporation at the request of the President.
Any vacancies among the members of Standing Committees by death, resignation, or otherwise shall be filled by persons appointed by the Executive Board, such appointees to serve for the unexpired term.
48. The Officers, Directors and Committee members shall serve as such without remuneration and shall not directly or indirectly receive any profit from their position as such; provided that they may be paid reasonable expenses incurred by them in the performance of their duties. Nothing herein contained shall be construed to preclude any Officer, Director or Committee member from serving the Corporation in another capacity and receiving compensation therefore.
Nominating Committee
49. The President shall chair a Committee of three (3) members in good standing of the Corporation, chosen by the President, who shall present a slate of nominations at the Annual Meeting of Members to serve as directors of the Corporation.
50. Meetings of the Nominating Committee may be held at any time and place to be determined by the members of the Nominating Committee, provided that, forty-eight (48) hours written notice of such meeting shall be given to each member thereof. A majority of members of the Nominating Committee shall constitute a quorum. No error or omission in giving notice of any meeting of the Nominating Committee or any adjourned meeting of the Nominating Committee shall invalidate such meeting or make void any proceedings taken thereat and any member thereof may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat.
51. Any member of the Nominating Committee may be removed by the President.
Research Committee
52. The Research Committee shall consist of at least three Members who are in good standing. The Chair of the Research Committee who is a Full Member or Associate Member in good standing and a member of the Executive Board and shall be eliglble to serve a two-year term, renewable for an additional two years.
53. The Research Committee shall adjudicate any research award given by the Corporation and carry out any business related to research by the Corporation.
Other Committees
54. The President shall appoint other Committees as may be required to carry out the activities of the Corporation. Those Committees shall confine themselves to the purpose for which they were appointed.
55. Interpretation
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.
ENACTED by the Executive Board this 6th day of September, 2023.