Bylaw

BE IT ENACTED as Bylaw No. 1 of the Canadian Society of Hospital Pharmacists (“CSHP”) as follows:

 

1. Interpretation

1.1 — Definitions 
In this Bylaw, unless the context otherwise requires:

Act	The Canada Not-for-profit Corporations Act S.C. 2009, c.23 including the regulations made pursuant to the Act, and any statute or regulations that may be substituted, as amended from time to time.
Additional Directors	The Directors referenced in Article 5.2.4.
Affiliated Board	A body consisting of Members appointed by the Board to oversee a specific CSHP program, in accordance with applicable CSHP Policies.
AGM	The annual general meeting of Members.
A.P.E.S. Delegate	A Member nominated by the Association des pharmaciens des établissements de santé du Québec (A.P.E.S.), who is elected by the Members as a Director.
Board	The Board of Directors of CSHP.
Branch	A geographical division of CSHP established by the Board.
Branch Council	The governing body of a Branch, whose representatives are elected by Branch Members.
Branch Delegate	A Branch Member elected by a Branch and nominated by the Nominating Committee, who is subsequently elected by the Members as a Director.
Branch Funds	CSHP monies managed by the National Office under the Branches’ direction in accordance with applicable CSHP Policies.
Branch Member	A Member who is a member of a Branch.
Bylaw	This Bylaw, and any other bylaw of CSHP, as amended, and which are in force from time to time.
Chapter	A geographical subdivision of a Branch.
Chief Executive Officer	The chief executive officer of CSHP.
Committee	A group of individuals whose Chair is appointed by the Board.
Director	A member of the Board.
Executive Committee	A Committee composed of all the Officers and the Chief Executive Officer.
External Representative	A Member or Student Supporter appointed by the Board to represent CSHP to an organization outside of CSHP.
Member	An individual admitted to membership in CSHP in accordance with this Bylaw.
National Office	The head administrative office of CSHP.
Officer	The President, Past President, President Elect, or Treasurer.
Policy	A policy approved by the Board.
Registered Pharmacy Technician	A pharmacy technician who is licensed by or registered with a provincial college of pharmacists/pharmacy or, in the Province of Quebec, comparable education and/or experience.
Student Delegate	A Student Supporter nominated by the Nominating Committee and elected by the Members as a Director.
Supporters	The individuals described in Article 3.2.
Task Force	A temporary group of individuals whose Chair is appointed by the Board to carry out a special assignment.

 

1.2 — Conflict with Bylaw 
In the event of any conflict between the provisions of this Bylaw and the provisions of the articles or the Act, the provisions of the articles or the Act, as applicable, shall govern.  In the event of any conflict between Policies and the provisions of this Bylaw, the provisions of this Bylaw shall govern.

1.3 — Interpretation
In this Bylaw, unless the context requires otherwise, words importing the singular shall include the plural and words importing a gender include all genders. The division of this Bylaw into Articles and the insertion of headings are for ease of reference only and shall not affect the interpretation thereof.  The words “includes” or “including” as used in the Bylaws means includes or including without limitation.

2. Corporate Seal

2.1 — Corporate Seal
The corporate seal of CSHP, an impression of which is stamped herein, shall be the official seal and shall be kept at the National Office. The corporate seal may be affixed to any document to show that it is a true copy of a record of CSHP. The Chief Executive Officer must approve the use of the seal.

3. Members and Supporters 

3.1 — Membership
There shall be one (1) class of Member in CSHP, consisting of (a) individuals with a professional degree in pharmacy, and (b) Registered Pharmacy Technicians, who support the mission of CSHP, who have applied for and been accepted into membership in CSHP by resolution of the Board or in such other manner as may be determined by the Board, and who have paid membership fees.  Notwithstanding the foregoing, the Board may, through a resolution approved by two-thirds (2/3) of the entire Board, admit individuals as “Honorary Members” in recognition of an outstanding contribution to the advancement of hospital pharmacy or a related healthcare field.  The status of Honorary Member shall be granted for life, subject to the provisions of Article 3.6, and shall be exempt from payment of membership fees.  For greater certainty, Honorary Members are Members of CSHP.

3.2 — Supporters 
Supporters are individuals, corporations or organizations who support the mission of CSHP, who have applied for and been accepted as Supporters in CSHP by resolution of the Board or in such other manner as may be determined by the Board, who have paid any applicable fees, and who are not otherwise eligible for membership. There are two categories of Supporters: 

3.2.1. — Student Supporters, consisting of students who are enrolled in a first professional degree in an accredited pharmacy or pharmacy technician program and pay the required fees; and
3.2.2. — Supporters, consisting of individuals (who are not Student Supporters), corporations, or organizations. 

3.3 — Branch Connection 
Every Member, individual Supporter, and Student Supporter, with the exception of those residing in Québec and outside Canada, must be connected with a Branch and pay the applicable branch fee. Individuals living outside Canada who wish to be connected with a branch must pay the applicable Branch fee.

3.4 — Membership Year and Supporter Year
The Membership year and Supporter year of CSHP begin on July 1 and conclude on June 30 of the following year.

3.5 — Rights of Members and Individual Supporters

3.5.1. — Members are entitled to receive notice of, attend, and vote at meetings of the Members, and each Member will have one (1) vote on each question at such meetings.  Members are also eligible to:

3.5.1.1. — serve as a Director:
3.5.1.2. — serve as chair or member of a Committee, Task Force, or Affiliated Board; and
3.5.1.3. — be an External Representative.

3.5.2. — Individual Supporters are eligible to serve as a member of a Committee or Task Force.
3.5.3. —  Student Supporters are eligible to:

3.5.3.1. — serve as the Student Delegate;
3.5.3.2. — serve as chair or member of a Committee or Task Force; and
3.5.3.3. — be an External Representative.

3.6. — Change in Membership and Supporter Status

3.6.1. — Transferability: Membership and Supporter status are non-transferable.
3.6.2. — Suspension and Termintation: The Board may, by resolution, terminate or suspend the membership of a Member or the Supporter status of any individual, corporation or organization after giving the Member or Supporter notice in writing of the proposed action and giving the Member or Supporter a reasonable opportunity to respond in writing to the proposed action.  Any decision of the Board in this regard is final and cannot be appealed.
3.6.3. — Retention of Status: A Student Supporter who qualifies as a Member during the course of a membership year may remain a Student Supporter only until the end of that membership year.

4. Meetings of Members

4.1 — AGM
The AGM will be held at a place in Canada and on a date to be determined annually by the Board, but, in any case, not (i) more than fifteen (15) months after the holding of the last preceding AGM, and (ii) later than six (6) months after the end of CSHP’s preceding financial year.

At every AGM, the Members shall:

4.3. — Meeting by Electronic Means, etc. 

4.3.1. — Any person entitled to attend a meeting of Members may participate in the meeting, in accordance with the Act, by means of a telephonic, electronic, or other communication facility that permits all participants to communicate adequately with each other during the meeting, if CSHP makes available such a communication facility. A person participating in a meeting by such means is deemed for the purposes of the Act to be present at the meeting.
4.3.2. — Notwithstanding any provision of this Bylaw to the contrary, if the Directors or Members call a meeting of the Members, the Directors or Members, as the case may be, may determine that the meeting be held, in accordance with the Act, entirely by means of a telephonic, electronic, or other communication facility that permits all participants to communicate adequately with each other during the meeting.

4.4 — Notice
Notice of a meeting of the Members shall be provided to Members at least thirty (30) days before the meeting date. Notice of any meeting where special business will be transacted shall state the nature of that business in sufficient detail to permit a Member to form a reasoned judgment on the business and state the text of any special resolution (as defined in the Act) to be submitted to the meeting.  For purposes of this section, all business transacted at a special meeting or AGM, except consideration of the financial statements, public accountant’s report, election of Directors and re-appointment of the incumbent public accountant, is “special business”.   The notice of the AGM shall provide that the financial statements of CSHP are available at the National Office and that any Member may, on request, obtain a copy free of charge. 

4.5 — Quorum
At any meeting of Members, thirty (30) Members present shall constitute a quorum. 

4.6 — Voting

4.6.1. — Each Member will have one (1) vote on each question at meetings of the Members.
4.6.2. — At any meeting of Members, every motion shall be decided by a majority of the votes cast, unless otherwise required by this Bylaw or the Act. In the event of a tie vote, the motion shall be deemed to have been defeated.
4.6.3. — Every motion shall be decided by a show of hands or its electronic equivalent, unless one or more Members present at the meeting demand a ballot. A declaration by the chair that a resolution has been passed or not passed and an entry to that effect in the minutes of the meeting shall be sufficient evidence of the fact, without proof of the number or proportion of the votes recorded in favour of and against such motion.
4.6.4. —  Voting by proxy is no permitted at any meeting of the members

5. Board of Directors

5.1. — Powers

The Board shall manage or supervise the management of the activities and affairs of CSHP in all things. The Board may make or cause to be made for CSHP, in its name, any kind of contract which CSHP may lawfully enter into and may exercise all such other powers and do all such other acts and things as the CSHP is authorized to exercise and do.

5.2. — Composition
The Board shall be composed of: 

5.2.1. —  one (1) Branch Delegate from each Branch with fewer than five hundred (500) Branch Members and, at the option of the Branch, two (2) Branch Delegates from Branches with five hundred (500) Branch Members or more;
5.2.2. — the A.P.E.S. Delegate;
5.2.3. — the Student Delegate; 
5.2.4. — four (4) additional Directors ("Additional Directors")

5.3. — Nomination and Election Directors

5.3.1. —  one (1) Branch Delegate from each Branch with fewer than five hundred (500) Branch Members and, at the option of the Branch, two (2) Branch Delegates from Branches with five hundred (500) Branch Members or more;5.3.1. The procedures for the nomination of Branch Delegates, the A.P.E.S. Delegate, the Student Delegate, and the Additional Directors are set out in a Policy.
5.3.2. — At each AGM, the Nominating Committee shall present its report to the Members and nominate those Directors who are to be elected at such meeting.
5.3.3. — The procedures for the election of Directors at the AGM are set out in a Policy.

5.4. — Terms of Office

5.4.1. — The term of office for Branch Delegates shall be determined by the individual Branches but shall be a minimum of two (2) years and a maximum of three (3) years. A Branch Delegate may serve a maximum of six (6) consecutive years.
5.4.2. — The Student Delegate and the A.P.E.S. Delegate shall each hold office for a term of two (2) years.
5.4.3. — The Additional Directors elected by the Members shall hold office for three (3) years. The Additional Directors may serve a maximum of two (2) consecutive three-year terms.

5.4.3.1. — The term of office for President and Past President shall each be a minimum of one (1) year;
5.4.3.2. —  The President and Past President may serve a maximum of three (3) consecutive years in a single role.

5.4.4. — The terms of office for all Directors shall commence immediately following and shall end immediately upon the close of the applicable AGM.

5.5 — Vacancies
The Board may fill mid-term vacancies of Branch Delegates and the A.P.E.S. Delegate, after consultation with the Branch affected or A.P.E.S., as the case may be. The Board may fill a mid-term vacancy of the Student Delegate or an Additional Director. A Director appointed or elected to fill a vacancy holds office for the unexpired term of their predecessor.

5.6. — Resignation and Removal of Directors

5.6.1. — A Director who ceases to be a Member or Student Supporter shall be deemed to have resigned as a Director on the date the Director ceased to be a Member or Student Pharmacist Supporter.
5.6.2. — A Branch Delegate who then ceases to be a Branch Member shall be deemed to have resigned as a Director on the date the Director ceased to be a Member of that Branch.
5.6.3. — A Director may resign by delivering written notice thereof to the President or the Chief Executive Officer, effective as of the date of delivery or on a date specified in the notice, whichever is later.
5.6.4. — A Director who has been inactive for a continuous period of six (6) months shall be deemed to have resigned.
5.6.5. — The Board may recommend to the Members the removal of any Branch Delegate, the A.P.E.S. Delegate, the Student Delegate, or any Additional Director. The decision of the Members in this regard is final and cannot be appealed.

6. Meetings of Directors

6.1. — Meetings 
The Board may fix a day or days in any month or months for regular and ad hoc meetings of the Board at a place and hour to be named, and without limiting the generality of the foregoing, the Board shall meet at least four (4) times per year.  A copy of any resolution of the Board fixing the place and time of those regular meetings will be sent to each Director promptly after being passed, but no other notice will be required for any regular meeting except where the Act requires the purpose of, or the business to be transacted at, that meeting to be specified. 

6.2. — Meetng by Electronic Means, etc. 
If all the Directors of CSHP consent, a meeting of Directors or a Committee of Directors may be held by means of any telephonic, electronic, or other communication facilities that permit all persons participating in the meeting to communicate adequately with each other, and a Director participating in such a meeting by those means is deemed to be present at that meeting.

6.3. — Alternates
Whenever a Branch Delegate, the A.P.E.S. Delegate, or the Student Delegate, as applicable, is unable to attend a Board meeting, the Director may be replaced at that meeting by, respectively, a Branch Member from that Branch, a Member from Quebec, or a Student Supporter, whose name has been submitted in advance.  Any such alternate may participate in the discussion but shall not have the right to vote. Recognition of the alternate shall be noted in the minutes.

6.4. — Qurorum
A majority of Directors present shall constitute a quorum at any Board meeting. 

6.5. — Voting 

6.5.1. — Each Director present shall be entitled to one (1) vote per motion, and all votes shall be considered equal. At all meetings of the Board, every motion shall be decided by a majority of the votes, unless otherwise required by this Bylaw or the Act. In the event of a tie vote, the motion shall be deemed to have been defeated.
6.5.2. — Every motion shall be decided by a show of hands or its electronic equivalent, unless one or more Directors present at the meeting demand a ballot. A declaration by the chair that a resolution has been passed or not passed and an entry to that effect in the minutes of the meeting shall be sufficient evidence of the fact, without proof of the number or proportion of the votes recorded in favour of and against such motion.
6.5.3. — Voting by proxy is not permitted at any Board meeting.

7. Executive Committee

7.1. — Powers 
CSHP will have an Executive Committee. The Executive Committee shall perform those duties set forth in the applicable CSHP Policy and any other duties that may be assigned by the Board from time to time.

7.2. — Reports 
The Executive Committee shall report its actions to the Board and, at each regular Board meeting, shall ask for confirmation of its actions since the last regular Board meeting. In the absence of such confirmation, any unconfirmed actions shall from that time cease to have further effect, except to the extent that they have already been carried out or acted upon.

7.3. — Meetings 
Meetings of the Executive Committee may be called by the President or by the majority of Executive Committee members, at any time.

7.4. — Voting
The provisions of Article 6.5 (together with any necessary conforming changes) apply to any votes of the Executive Committee.

8. Officers

8.1. — Election of Officers 
The Board shall elect the President Elect and the Treasurer from among the Additional Directors.  In the ordinary course, at the end of the President Elect’s term of office, the Board will appoint that Officer as the President and at the end of the President’s term of office, the Board will appoint that Officer as the Past President. The Treasurer’s term of office is three (3) years.

8.2. — President
The President is the principal elected officer and the official spokesperson of CSHP. The President shall be the Chair of the AGM, and any special meeting, Board meeting, and Executive Committee meeting. In the absence or disability of the Past President or in case of refusal by the Past President to chair the Nominating Committee, the President shall chair the Nominating Committee.  The President shall have such other powers and shall perform such other duties as may from time to time be assigned to the President by resolution of the Board or as are incidental to the office.

8.3. — Past President
In the absence or disability of the President or in case of refusal by the President to act as the President, the Past President shall assume all duties of the President. In addition, the Past President shall chair the Nominating Committee.  The Past President shall have such other powers and shall perform such other duties as may from time to time be assigned to the Past President by resolution of the Board or as are incidental to the office.

8.4. — President Elect
In the absence or disability of the Past President or in case of refusal by the Past President to act as the Past President, the President Elect shall assume all duties of the Past President, except for the chairmanship of the Nominating Committee. The President Elect shall have such other powers and shall perform such other duties as may from time to time be assigned to the President Elect by resolution of the Board or as are incidental to the office.

8.5. — Treasurer 
The Treasurer shall be the chair of the Finance and Audit Committee and shall be responsible for submitting the annual capital and operating budgets to the Board and presenting the public accountant’s report at the AGM.  The Treasurer shall have such other powers and shall perform such other duties as may from time to time be assigned to the Treasurer by resolution of the Board or as are incidental to the office.

8.6. — Chief Executive Officer
The Chief Executive Officer is the chief administrator of both CSHP and the CSHP Research and Education Foundation. 

8.7. — Term of Office

8.7.1. — Subject to any applicable employment contract, each Officer shall continue in office until:

8.7.1.1. — their term of appointment expires;
8.7.1.2. — the election or appointment of a successor;
8.7.1.3. — the Officer's resignation by delivery of a written resignation to the President of CSHP;
8.7.1.4. — the Officer ceasing to be a Director (if a necessary condition of office);
8.7.1.5. — the Officer's removal by the resolution of the Board; or 
8.7.1.6. — the Officer's death

8.7.2. — If the office of any Officer of CSHP shall be or becomes vacant, the Directors may by resolution appoint a person to fill such vacancy for the remainder of the predecessor’s term or until their successor is appointed.

9. Branches

9.1. — Purpose
The purpose of a Branch is to enable Members and Supporters to participate at a local level in achieving the purposes of CSHP.

9.2. — Branches 
Branches are an integral part of CSHP and do not have independent legal status. Branch Councils serve Branch Members and Supporters and carry out activities consistent with the mission, vision, values, strategic plan, and Policies of CSHP within the geographic area of the Branch. Branches are operationally and financially accountable to CSHP and subject to applicable CSHP Policies.

9.3. — Formation 
Upon written application to CSHP of at least fifty (50) Members, the Board may, in its sole discretion, authorize the formation of a Branch within any defined geographical area.

9.4. — Branch Council 

Within three (3) months after authorization is given for the formation of a Branch, Branch Members shall hold a meeting, at which time:

9.4.1. — they shall elect Branch Members to the following positions:

9.4.1.1. — President; and
9.4.1.2. — Secretary/Treasurer (the Secretary/Treasurer function may be broken into two (2) roles at the discretion of the Branch); and

9.4.2. — they shall nominate one (1) Branch Member as Branch Delegate or, if the Branch has five hundred (500) Members or more, at the option of the Branch, two (2) Branch Members as Branch Delegates.

In subsequent years, there shall be a Past President position, which shall be occupied by the President from the previous term. These positions will constitute the Branch Council.  Other positions may be added at the discretion of the Branch Council. 

9.5. — Duties and Responsibilities
Without limiting the duties of Branches under Article 9.2, each Branch shall:

9.5.1. — ensure that sufficient funding is provided for its Branch Delegate (or Branch Delegates or alternate) to attend Board meetings; and
9.5.2. — report the results of its work to the Board in the form and on a schedule set by the Board.

9.6. — Meetings 

9.6.1. — On an annual basis, each Branch shall hold a meeting of Members residing in the geographical district of the Branch (Branch AGM). Branch Members shall elect the members of the Branch Council who are to be elected at such Branch AGM. The Branch AGM shall also include the communication of progress and financial position against plans for the prior year.
9.6.2. — Each Branch Council shall meet a minimum of twice a year.
9.6.3. — The provisions of Article 4.3 (together with any necessary conforming changes) apply to any electronic meetings of the Branch Members.
9.6.4. — Each Branch Council shall keep minutes of all its meetings, the Branch AGM and any special meeting of Branch Members, which shall be provided, on request, to the Board.

9.7. — Quorum

9.7.1. — The Branch Council shall pass a resolution that defines the quorum for the Branch AGM and any special meeting of Branch Members.
9.7.2. — A majority of Branch Council members shall constitute a quorum at any Branch Council meeting. If the number of Branch Council members present initially constitutes a quorum, but the number falls below quorum at some time after the Branch Council meeting begins, issues that require a decision of the Branch Council will be carried to the next scheduled meeting of the Branch Council.

9.8. — Voting

9.8.1. — The provisions of Article 4.6 (together with any necessary conforming changes) apply to any votes at meetings of the Branch Members. 
9.8.2. — The provisions of Article 6.5 (together with any necessary conforming changes) apply to any votes of the Branch Council.

9.9 — Terms of Office

The term of office for Branch Council members shall be determined by each Branch, subject to the following: 

9.9.1. — the term of office for Branch President and Past President shall each be a minimum of one (1) year; 
9.9.2. — the Branch President and Past President may serve a maximum of three (3) consecutive years in a single role; 
9.9.3. — the term of office for other Branch Council members shall be a minimum of two (2) years and a maximum of three (3) years; and 
9.9.4. — Branch Council members may serve a maximum of six (6) consecutive years in a single role, with the exception of the Branch President and Past President.

9.10. — Resignation and Removal of Branch Council Members 
The provisions of Article 5.6 (together with any necessary conforming changes) apply to resignation and removal of Branch Council members.

9.11. — Vacancies 
The Branch Council, drawing from Branch Members, shall fill mid-term vacancies of Branch Council members, except for the Branch Delegate, on an interim basis. The vacated position shall be filled during the next nomination and election cycle.

9.12. — Dissolution

9.12.1 — At its own initiative or upon the request of a Branch Council, as set out below, the Board may, by resolution, combine, divide or dissolve a Branch. Before such action, the Board or the Branch Council, as the case may be, must consult with Branch Members, in order to inform the decision of the Branch Council or the Board. Unanimous agreement of the Branch Council is required to submit a recommendation to the Board to combine, divide or dissolve a Branch.
9.12.2. — In the event of a request for combination or division, the Branch Council should agree on the proposed disposition of rights, title, assets and liabilities of the Branch, before the request is made to the Board.
9.12.3. — Upon dissolution, unless the Board decides otherwise, all rights, title, assets and liabilities of the Branch shall be retained by CSHP.

10. Chapters

10.1. — Purpose 
A Branch may, at its own discretion, establish and dissolve one or more Chapters in accordance with applicable CSHP Policies. The purpose of a Chapter, as a subsidiary of a Branch, is to provide local geographical focus within the domain of its Branch to further the purposes of the Branch and CSHP.

11. Affiliated Boards, Committees and Task Forces 

11.1. — Formation
The Board may establish and dissolve Affiliated Boards, Committees and Task Forces as it sees fit in accordance with the Act, these By-laws and any applicable CSHP Policies. 

11.2. — Standing Committees 
The following are permanent standing committees (Standing Committees) of CSHP:

 

11.2.1 — Finance and Audit; and
11.2.2. — Nominating

11.3. — Governance Relationship
The Board shall appoint the chairs of Affiliated Boards, Committees and Task Forces. Other Affiliated Board, Committee or Task Force members shall be appointed by the particular Affiliated Board, Committee or Task Force chair.  Affiliated Boards, Committees and Task Forces are accountable to the Board.

11.4. — Duties and Responsibilities 
Each Affiliated Board, Committee, and Task Force will have terms of reference set forth in CSHP Policies, which will define their duties and responsibilities.

The Board may, by resolution, combine, divide or dissolve an Affiliated Board as the need arises. Consultation with the Affiliated Board’s members is required before its dissolution. The decision of the Board in this regard is final and cannot be appealed. Upon dissolution, all property, assets, and rights and title in and to all applicable intellectual property are retained by CSHP. 

 

12.1 — Financial Year
The financial year of CSHP and the Branches shall be from May 1 to April 30.

12.2. — Budget 
The Board shall approve the operating and capital budgets of Branches.

12.3. — Branch Funds 
Branches have decision-making authority for Branch Funds but are accountable to the Board for their financial decisions. Branch financial decisions must be made in accordance with applicable CSHP Policies. The Board cannot access Branch Funds without the approval of the Branch Council.

12.4. — Membership Fees

12.4.1. — The Board shall set all national membership fees.
12.4.2. — Each Branch shall set its respective fees. 

12.5. — Signng Authority 
Signing authority for CSHP shall be governed in a Policy that will be reviewed by the Board on a regular basis.

12.6. — Execution of Contracts, etc.
 Authority to sign and execute deeds, transfers, assignments, contracts, obligations or other instruments in writing shall be detailed in a Policy that will be reviewed by the Board on a regular basis.

13. Protection of Directors, Officers and Others 

13.1. — Indemity
Subject to the provisions of the Act and to Article 13.3, CSHP shall indemnify a Director or Officer of CSHP, a former Director or Officer of CSHP or another individual who acts or acted at CSHP’s request as a director or officer, or an individual acting in a similar capacity, of another entity, and their heirs and legal representatives against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgement, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with CSHP or other entity.

13.2. — Advance of Costs 
Subject to Article 13.3, CSHP shall advance moneys to a Director, Officer or other individual for the costs, charges and expenses of a proceeding referred to in Article 13.1.  The individual shall repay the moneys if the individual does not fulfil the conditions of Article 13.3.

13.3. — Limitation
CSHP may not indemnify an individual under Article 13.1 unless the individual: 

13.3.1. — acted honestly and in good faith with a view to the best interests of CSHP, or, as the case may be, to the best interests of the other entity for which the individual acted as director or officer or in a similar capacity at CSHP’s request; and 
13.3.2. — in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the individual had reasonable grounds for believing that their conduct was lawful.

13.4. — Derivative Actions
CSHP shall, with the approval of a court, indemnify an individual referred to in Article 13.1, or advance moneys under Article 13.2, in respect of an action by or on behalf of CSHP or other entity to procure a judgement in its favour, to which the individual is made a party because of the individual’s association with CSHP or other entity as described in Article 13.1 against all costs, charges and expenses reasonably incurred by the individual in connection with such action, if the individual fulfils the conditions set out in Article 13.3.

13.5. — No Restriction 
CSHP will also indemnify the individuals referred to in Article 13.1 in any other circumstances that the Act permits or requires.  Nothing in these Bylaws will limit the right of any person entitled to indemnity to claim indemnity apart from the provisions of these Bylaws.

13.6. — Directors’ and Officers’ Liability Insurance
CSHP shall, at all times, maintain in force directors’ and officers’ liability insurance, which will apply and provide coverage to any individual at the national, Branch or Chapter levels who was, now is or shall be a Director, Officer, Chief Executive Officer, trustee, employee, volunteer, or fiduciary of CSHP, or member of any Committee or Task Force of CSHP, including the estate, heirs, legal representatives, or assigns of any said deceased, incompetent, insolvent, or bankrupt individual.

14. Miscellaneous Matters

14.1. — Books and Records 
The Chief Executive Officer shall ensure that all books and records of CSHP required by the Act or this Bylaw are regularly and properly maintained. 

14.2. — Parliamentary Authority
The Board will establish a Policy setting out the rules to be used in meetings. 

14.3. — CSHP Research and Education Foundation
CSHP will support a charitable foundation called the CSHP Research and Education Foundation to promote research and educational programs that advance patient-centred pharmacy practice in hospitals and related healthcare settings.

14.4. — Amendment of Bylaws

14.4.1. — Except for amendments requiring approval by a special resolution of the Members under section 197(1) of the Act, the Board may by resolution amend this Bylaw, and any such amendment shall be effective from the date of the resolution of the Board until the next meeting of Members where it may be confirmed, rejected or amended by the Members.  If the amendment is confirmed or confirmed as amended by the Members it remains effective in the form in which it was confirmed. The amendment ceases to have effect if it is not submitted to the Members at the next meeting of Members or if it is rejected by the Members at the meeting.
14.4.2. — Notice in writing of any proposed changes in the Bylaws of CSHP to be presented at the AGM or special meeting must be published and distributed to the Members at least sixty (60) days before such meeting.
14.4.3. — The effective date of this Bylaw shall be the date of the AGM or special meeting at which this Bylaw was passed.

PASSED by the Board on the [●].
CONFIRMED by the Members on the [●].