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CONSTITUTION AND BY-LAWS FOR THE
CANADIAN SOCIETY OF COLON AND RECTAL SURGEONS/
SOCIÉTÉ CANADIENNE DES CHIRURGIENS DU COLON ET DU RECTUM
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 Montreal, Quebec, 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 members, as follows:
Fellows, Associate Fellows, Resident Members, Honorary Fellows and Emeritus
Fellows, and International Members.
Fellows
5. Fellows 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. Fellows shall be entitled to receive notice of, attend, take part
in and vote at all meetings of the Corporation, and shall be eligible for
membership on the Executive Board and various other committees.
Associate Fellows
6. Associate Fellows are limited to graduates of an approved medical school and
legally licensed to practice medicine or surgery. Associate Fellows 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
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program of The Royal College of Physicians and Surgeons of Canada. Associate
Fellows are entitled to receive notice of, take part in and vote at the Annual
Meeting of Members, and may serve on any committee or working group of the
Corporation.
Resident Members
7. Resident Members shall consist of full-time residents who are enrolled in a
postgraduate training program 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 will be accorded all rights and
privileges of Fellows and may serve on any committee except the Executive
Board. Resident Members shall not be entitled to vote at any meeting of members.
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 shall have no voting privileges and 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 shall not have the right to
vote or hold office in the Corporation, but 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 Members
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 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 Members shall be entitled to notice of and to attend meetings of the
members of the Corporation but shall not be entitled to vote. No International
Member shall be eligible to be elected or appointed as a director of the
Corporation nor shall an International Member be eligible to be an elected officer
of the Corporation.
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Payment of Dues
11. “Fellows”, “Associate Fellows”, and “International Members” shall be required
to pay annual dues or assessments. “Honorary Fellows” and “Emeritus Fellows”
shall not be subject to dues or assessments. Any member, regardless of
classification, on reaching the age of 70 years may request exemption from
payment of dues, and will not forfeit any benefits from membership in the
Corporation.
Election to Membership
12. Applications for new fellowships shall be presented in writing to the SecretaryTreasurer
Applications reviewed by the Executive Board shall be presented to the
membership for election by a two-thirds (2/3) majority vote at an Annual Meeting
of Members. Physicians who are Resident Members in good standing, and who
have completed training and become eligible for Fellowship, will become Fellows
at the next Annual Meeting of Members. No new application form need be
submitted.
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, if annual dues are in arrears for
two consecutive years, or upon death.
A member may resign by submitting the member’s intention in writing to the
Executive Board prior to the Annual Meeting of the Corporation. If the letter of
resignation is received any time following the Annual Meeting the member is
subject to the full annual dues for the ensuing year.
Reinstatement
14. Members who have resigned and at resignation were in good-standing and against
whom no charges were pending under the existing by-laws, may be reinstated by
the Executive Board upon payment of the required dues for the year of the desired
reinstatement. Members who were terminated due to non-payment of dues may
be reinstated by the Executive Board upon payment of dues in arrears at the time
of termination, plus the required dues of the year of the desired reinstatement.
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 members may
resolve that a particular meeting of members be held outside Canada. At the
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Annual Meeting, the Officers and Committees shall deliver their annual reports
and the Officers shall be approved for the ensuing year. In addition to any other
business that may be transacted, the financial statements and the report of the
auditors shall be presented and auditors appointed for the ensuing year. The
agenda shall be available to members 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) Fellows and/or Associate Fellows 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. Notices of annual and special general meetings of the Corporation shall be mailed
to all classes of members at least twenty one (21) days before the day of the
meeting. Notice of any meeting may be waived by any member, and any
irregularity in the notice or in the calling of any meeting shall not invalidate any
of the proceedings of such meeting, provided there has been substantial
compliance with the provisions of this section.
18. At the Annual Meeting or any adjournment thereof any business whatsoever may
be transacted, but at any Special General Meeting, or any adjournment thereof,
only such business may be transacted as shall have been mentioned in the notice
calling the meeting
19. A written notice stating the day, hour and place of each annual meeting or special
general 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 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.
20. Each member 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 present,
unless otherwise specifically provided by the Canada Corporations Act or by the
By-Laws of the Corporation. Voting by proxy is not allowed.
21. Notices for introducing new matters, other than the matters of privilege, shall be
sent in writing to the President at least 14 days before a meeting of the members
of the Corporation.
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22. 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. The Secretary shall ensure that each
particular meeting of members of the Corporation is handled in a secure fashion.
Quorum shall be established by the Secretary at the beginning of each particular
meeting by verbal roll call, where appropriate, or by such other reasonable
measures as determined by the Secretary to accurately confirm attendance of the
members of the Corporation at the meeting. Each vote cast by a member of the
Corporation participating by conference telephone or other electronic means shall
be recorded in the minutes.
Powers of the Executive Board
23. 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 Letters
Patent 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.
24. 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.
25. Employees
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
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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.
26. Remuneration
The Executive Board may fix a reasonable remuneration for all of the agents
and employees of the Corporation.
27. 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.
28. The Executive Board may delegate such powers to the Officers or the Directors 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
29. 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. The
minutes will be held in a binder specific for this use, at the head office of the
Corporation.
Quorum
30. A quorum at meetings shall consist of fifteen of the Fellows and/or Associate
Fellows.
Indemnities to Officers and Others
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31. 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 him/her, in or about the execution of the duties of his/her
office or in respect of any such liability; all other costs, charges and expenses
which he/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 willful
neglect or default.
Directors’ and Officers’ Liability Insurance
32. 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
33. The fiscal year end of the Corporation shall be December 31st of each year.
Auditors
34. 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. The auditor shall hold office until the
next annual meeting of members provided that the directors may fill any casual
vacancy in the office of the auditor. The remuneration of the auditor shall be fixed
by the Executive Board.
Amendments
35. 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 at least two-thirds (2/3) majority of the members, at a meeting duly called for
the purpose of considering the said by-law, provided that the repeal or amendment
of such by-laws shall not be enforced or acted upon until the approval of the
Minister of Industry has been obtained.
36. Notification of a motion to amend the by-laws must be sent either by regular or
electronic mail. The amendment also may be sent back for further study,
clarification, modification and/or for re-submission if the general intent of the
amendment is considered to have sufficient merit.
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Executive Board
37. The business and affairs of the Corporation shall be managed by a Board of
directors (Executive Board) composed of the President, the Vice-President, the
Secretary-Treasurer and two (2) members-at-large elected by the members of the
Corporation at the time of the Annual Meeting. The Executive Board may
appoint one or more ex-officio members to the Executive Board, to serve in an
advisory non-voting capacity for a term decided by the Executive Board. The
Executive Board members shall be individuals, at least eighteen (18) years of age
and have power under law to contract.
The members-at-large will be appointed on alternate years for a three-year term.
If a member-at-large position becomes vacant, the Officers shall appoint a
successor to hold office for the remainder of the term of office.
38. 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
39. 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 (other than by mail) of such meetings shall be given, to each
member of the Executive Board. Notice by mail shall be sent at least fourteen (14)
days prior to the meeting. No less than three (3) members of the Executive
Committee shall constitute a quorum at any meeting of the Executive Board.
40. 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.
41. Each 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 which are no less than three and constitute a quorum of the
Executive Board.
Election and Removal of the Executive Board
42. The Nominating Committee will present a slate of officers to each Annual
Meeting of Members, listing its nominees for the officers and members of the
Executive Board. The President shall be the Chair with the authority to call and
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preside at meetings. The Executive Board shall meet at the request of the Chair as
often as the needs of the Corporation require.
43. The office of a director of the Executive Board shall be automatically vacated:
(a) if the director resigns his or her office by delivering a written resignation
to the secretary of the Corporation;
(b) if the director is found by a court to be of unsound mind;
(c) if the director becomes bankrupt or is unable to pay his/her debts as they
become due;
(d) if at a special general meeting of the members, a resolution is passed by at
least sixty-six and two thirds percent (66 2/3%) of the members present at
such meeting that the director be removed from office; or
(e) if the director dies;
provided that if any vacancy shall occur for any reason contained in this
paragraph, the Executive Board by majority vote may fill the vacancy. If a
meeting of the members fails to elect the number or minimum number of the
directors required by the letters patent or by-laws of the Corporation or if a
vacancy occurs as a result of any of the foregoing reasons 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.
Execution of Documents
44. 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. The seal of the
Corporation when required may be affixed to contracts, documents and
instruments in writing signed as aforesaid or by any officer or officers appointed
by resolution of the Executive Committee.
Minutes of the Executive Board
45. 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.
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Officers and Committees
Officers
46. The Officers of the Corporation shall be as follows: President, Vice President,
and Secretary-Treasurer.
47. The Officers, shall be elected at the Annual Meeting of Members and assume
office at the termination of that meeting.
48. The terms of office of the President Vice President and Secretary-Treasurer shall
be for a period of three years non-renewable. If an office becomes vacant by
death or resignation, 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.
49. The President shall be the Chief Executive Officer of the Corporation and shall
perform all duties as are customary for a chief executive officer of a corporation
similar in size and operation to the Corporation, call and conduct all meetings and
shall be an ex-officio member of all committees.
50. The Vice-President, in the absence of the President shall assume the SecretaryTreasurer
duties and obligations.
51. The Secretary-Treasurer shall record and keep minutes of all meetings and
proceedings in the books to be kept for that purpose. S/he shall be custodian of the
seal of the corporation. The Secretary-Treasurer shall also 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. S/he shall disburse the funds of the Corporation as may
be directed by proper authority and shall render to the President and Directors at
the regular meeting of the Executive Board, or whenever they may require it, an
accounting of all the transactions and a statement of the financial position of the
Corporation.
Appointment of Committees
52. The Executive Board may create any number of other 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, other than the Executive
Board and the Chair of each committee, may appoint the members of each
committee, specify the procedure to be followed and determine any other matter
relevant thereto.
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53. Committees shall report to the President and Executive Board and to the
Corporation at the request of the President.
Any vacancies among the officers and 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.
54. The Officers and Committee members shall serve as such without remuneration
shall not directly or indirectly receive any profit from his position as such;
provided that a director may be paid reasonable expenses incurred by him in the
performance of his duties. 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 therefore.
Nominating Committee
55. The President shall chair a Committee of three (3) members in good standing of
Canadian Society of Colon and Rectal Surgeons, chosen by the President, who
shall present a slate of nominations at the Annual Meeting of Members to serve as
Officers and Members-at-large of the Corporation
56. 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, fortyeight
(48) hours written notice of such meeting shall be given, other than by mail,
to each member thereof. Provided further that, if notice of any such meeting is
given by mail, such notice by mail shall be sent at least fourteen (14) days prior to
the meeting. 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.
57. Any member of the Nominating Committee may be removed by a majority vote
of the Executive Board.
Research Committee
58. The Research Committee shall consist of at least three Fellows who are in good
standing. The President shall name a Chair of the Research Committee who is a
Fellow or Associate Fellow in good standing and a member of the Executive
Board.
59. The Research Committee shall adjudicate any research award given by the
Corporation and carry out any business related to research by the Corporation.
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Other Committees
60. 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.
61. Rules and Regulations
The Board of Directors may prescribe such rules and regulations not inconsistent
with these by-laws relating to the management and operation of the Corporation
as they deem appropriate, 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 the Members, shall cease to have any force and effect.
62. 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.