Bylaw

Bylaw No. 1

 

 

A Bylaw relating generally to the conduct

of the affairs of the

 

Canadian Society of Hospital Pharmacists/

Société canadienne des pharmaciens d’hôpitaux or

CSHP, C.S.H.P., or SCPH, S.C.P.H.

 

The Canadian Society of Hospital Pharmacists was incorporated

on March 6, 1950, under Part II of the Companies Act, 1934

 

 

Adopted on: August 11, 2013

Last amended: September 30, 2017

 

Bylaw No. 1

Be it enacted as Bylaw No. 1 of the Canadian Society of Hospital Pharmacists (CSHP) as follows:

Article 1 – Interpretation

1.1      Legislation

The Canadian Society of Hospital Pharmacists is an association incorporated under Part II of the Canada Corporations Act as a not-for-profit organization.

1.2      Definitions

In this Bylaw, unless the content 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.

Affiliated Board

A semiautonomous body of Members established by the Board and consisting of Members appointed by the Board, to which CSHP has granted financial or editorial independence in overseeing the provision of a specific CSHP program.

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

A group of individuals, elected in accordance with this Bylaw, who are responsible for the governance of CSHP and the supervision of the management of the activities and affairs 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

Monies belonging to the Branches and managed by the National Office under the Branches’ direction.

Branch Member

A Member who is a member of a Branch.

Chapter

A geographical subdivision of a Branch.

Committee

A group of individuals whose Chair is appointed by the Board.

Director

A member of the Board.

Executive Committee

A subgroup of the Board, composed of all the Officers.

Executive Director

The CSHP employee holding the most senior management position of CSHP.

External Representative

A Member or Student Pharmacist Supporter appointed by the Board to represent CSHP to an organization outside of CSHP.

National Office

The head administrative office of CSHP.

Officer

A Director who holds one of the following positions: President, Past President, President Elect, Treasurer and Executive Director.

Policy

A policy approved by the Board.

Student Delegate

A Student Pharmacist Supporter nominated by the Nominating Committee and elected by the Members as a Director.

Task Force

A temporary group of individuals whose Chair is appointed by the Board to carry out a special assignment.

1.3      Conflict with Bylaw

In the event of any conflict between the provisions of this Bylaw and the provisions of the Act, the provisions of the Act shall govern.

In the event of any conflict between Policies and the provisions of this Bylaw, the provisions of this Bylaw shall govern.

1.4      Invalid Provisions

The invalidity or unenforceability of any provision of this Bylaw shall not affect the validity or enforceability of the remaining provisions.

1.5      Interpretation

In this Bylaw, unless the context requires otherwise, words imparting the singular or either gender shall include the plural or the other gender, as the case may be. 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.

Article 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 Executive Director must approve the use of the seal.

 

Article 3 – Members and Supporters

3.1 Qualifications of Members

Members are individuals with a professional degree in pharmacy who support the mission of CSHP and who have paid membership fees.

3.1.1 Honorary Members are Members who have been elected by a two-thirds majority of the entire Board 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.

3.2 Qualifications of Supporters

Supporters are individuals or corporations who support the mission of CSHP and are not eligible for membership. There are two categories of Supporters:

3.2.1 Student Pharmacist Supporters are student pharmacists who are enrolled in a first professional degree in pharmacy program and pay the required fees.

3.2.2 Supporters are all other individuals, corporations or organizations who support the mission, vision and values of CSHP and pay the required fees.

3.3 Membership Year

The membership year of CSHP begins on July 1 and concludes on June 30 of the following year.

3.4 Rights of Members and Individual Supporters

3.4.1 Members have the right to
a) vote at the AGM and any Special Meeting of CSHP; 
b) serve as a Director;
c) serve as chair or member of a Committee, Task Force or Affiliated Board; and
d) be an External Representative.

3.4.2 Supporters who are individuals have the right to serve as a member of a Committee or Task Force.

3.4.3 Student Pharmacist Supporters have the right to 
a) serve on the Board;
b) serve as chair or member of a Committee or Task Force; and 
c) be an External Representative.

3.5 Branch Connection

Every Member, Supporter who is an individual and Student Pharmacist Supporter, with the exception of those residing 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.

3.6 Change in Membership and Supporter Status

3.6.1 Transferability: Membership and Supporter status are non-transferable.

3.6.2 Suspension and Termination: The Board may, by resolution, terminate or suspend the membership of a Member or the status of Supporter after giving the Member or Supporter notice in writing of the proposed action and giving the Member or Supporter an 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 Pharmacist Supporter who qualifies as a Member during the course of a membership year may remain a Student Pharmacist Supporter only until the end of that membership year.

Article 4 – Governance

4.1 Board

CSHP is governed by the Board, which acts on behalf of Members and whose role it is to advance and carry out the purpose of CSHP in accordance with all applicable laws and regulations, this Bylaw and the Policies.

4.2 Branches

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

4.3 Committees, Task Forces, Affiliated Boards and External Representatives

Committees, Task Forces, Affiliated Boards and External Representatives assist with the work of CSHP and are accountable to the Board.

Article 5 – Meetings of Members

5.1 AGM

CSHP shall call the AGM, to be held at a place in Canada and on a date to be determined annually by the Board.

The Board shall determine the order of business at the AGM prior thereto. Any matters that are properly the concern of CSHP may be addressed in compliance with this Bylaw, the Policies and the Act.

At the AGM,
a) the financial statements of CSHP and the report of the public accountant shall be presented to the Members for approval;
b) the Members shall appoint the public accountant for the succeeding year and either fix the remuneration payable or authorize the Board to fix such remuneration;
c) the Members shall elect the Directors who are to be elected at such AGM; and
d) such other business as may properly come before the AGM shall be dealt with.

5.2 Special Meeting

The President, with the approval of the Board, or the President on the receipt of a written demand by no less than 5% of the Members stating the business to be transacted, shall call a special meeting (Special Meeting) of Members. A Special Meeting petitioned by Members shall be held at the earliest convenience.

5.3 Meeting Held by Electronic Means

The AGM or any Special Meeting may be held by any electronic means that permits each Member to communicate adequately with all others, provided that the Board has passed a resolution addressing the mechanics of holding such a meeting, specifically, the handling of security issues and the procedures for establishing a quorum and recording votes. Each Member must have equal access to the specific means of communication to be used. A Member participating in such meeting by electronic means shall be deemed to be present at such meeting. If the majority of Members participating in a meeting held pursuant to this article are then in Canada, the meeting shall be deemed to have been held in Canada.

5.4 Notice

Notice of the AGM or any Special Meeting shall be provided to Members at least thirty (30) days before the meeting date. The Notice shall contain the date, location, time and proposed business of the meeting, including the text of any special resolution or bylaw to be considered. The notice of the AGM shall also mention 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 at the National Office or by prepaid mail.

Notice of the AGM or any Special Meeting shall be sufficient if printed in at least one of CSHP’s publications and distributed by electronic or other means to Members at least thirty (30) days and not more than sixty (60) days before the date on which the meeting is to be held.

5.5 Quorum

At the AGM or any Special Meeting, thirty (30) Members present shall constitute a quorum. If the number of Members does not reach quorum, there can be no transaction of business, except to set the date of the next meeting. If the number of Members present initially constitutes a quorum, but the number falls below quorum at some time after the AGM or Special Meeting begins, issues that require a decision of the Members will be carried to the next AGM or Special Meeting.

5.6 Voting

5.6.1 At the AGM or any Special Meeting, each Member present shall be entitled to one (1) vote per motion, and all votes shall be considered equal. At any meeting of Members, every motion shall be decided by a majority of the votes, unless otherwise required by this Bylaw or by law. In the event of a tie vote, the motion shall be deemed to have been defeated.

5.6.2 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.

5.6.3 All motions passed by electronic means are considered valid.

5.6.4 Voting by proxy is not permitted at any AGM or Special Meeting.

Article 6 – Board

6.1 Composition

The Board shall be composed of:
a) 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;
b) the A.P.E.S. Delegate;
c) the Student Delegate; and
d) five (5) additional directors (Additional Directors).

6.2 Nomination and Election of Directors

6.2.1 The procedures for the nomination of Branch Delegates, the A.P.E.S. Delegate, the Student Delegate and the Additional Directors shall be set out in a Policy.

6.2.2 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.

6.2.3 The procedures for the election of Directors at the AGM shall be set out in a Policy.

6.3 Election of Officers

The Board shall elect the President Elect, the Treasurer and the Executive Director from among the Additional Directors. Subject to Article 6.1, at the end of the President Elect’s term of office, this Officer becomes President. At the end of the President’s term of office, this Officer becomes the Past President.

6.4 Powers

The Board governs the activities and affairs of CSHP and supervises the management of the property in keeping with its fiduciary duty and the mission, vision, values, strategic plan and Policies of CSHP. The Board has all powers necessary to supervise and govern, subject to those matters that are required to be done at a meeting of Members.

The Board may, by resolution, delegate its authority to govern CSHP and to supervise the management of the activities and affairs of CSHP to the Executive Committee, with the exception of:
a) borrowing money upon the credit of CSHP; issuing debentures or other securities of CSHP; pledging or selling such debentures, or other securities, for such sums and at such prices as may be deemed expedient; and securing such debentures, other securities, or any other present or future borrowing or liability of CSHP, by mortgage, hypothec, charge or pledge of all or any currently owned or subsequently acquired real and personal, movable and immovable property of CSHP and undertaking and rights of CSHP;
b) electing Officers;
c) filling a vacancy among the Directors;
d) repealing, amending or re-enacting this or any bylaw of CSHP;
e) approving new or revised Policies;
f) approving the membership fees and the capital and operating budgets; 
g) approving the financial statements to be presented at the AGM; 
h) setting strategic directions and assessing and approving CSHP’s strategic plan;
i) forming, combining, dividing and dissolving Branches; 
j) forming, combining, dividing and dissolving Committees, Task Forces and Affiliated Boards; 
k) hiring, evaluating and firing the Executive Director; and 
l) suspending and terminating the membership of a Member or the status of a Supporter.

Without limiting its general responsibility, the Board may, under exceptional circumstances, delegate some or all authority and duties to the Executive Director.

6.5 Duties and Responsibilities

The Directors shall be active participants at Board meetings, the AGM and any Special Meeting.

6.6 Meetings

6.6.1 The Board shall meet
a) within one (1) week following the AGM;
b) approximately midway between consecutive AGMs (Mid-term Board Meeting);
c) within one (1) week before the AGM; and
d) on other occasions as deemed necessary through a majority decision of the Board.

6.6.2 At each Board meeting, the Board shall appoint or confirm the appointment of all Committee, Task Force and Affiliated Board chairs selected since the last regular Board meeting.

6.6.3 At the Mid-term Board Meeting, the Board shall receive the report of the Nominating Committee.

6.6.4 The Directors may meet by any electronic means that permits each Director to communicate adequately with all others, provided that the Board has passed a resolution addressing the mechanics of holding such a meeting, specifically, the handling of security issues and the procedures for establishing a quorum and recording votes. Each Director must have equal access to the specific means of communication to be used. A Director participating in such meeting by electronic means shall be deemed to be present at such meeting. If the majority of Directors participating in a meeting held pursuant to this article are then in Canada, the meeting shall be deemed to have been held in Canada.

6.6.5 A Branch Delegate who is unable to attend a Board meeting may be replaced at that meeting by a Member from that Branch whose name has been submitted to the Executive Committee.

6.6.6 The A.P.E.S. Delegate who is unable to attend a Board meeting may be replaced at that meeting by a Member from Quebec whose name has been submitted to and approved by the Executive Committee. The alternate may participate in the discussion but shall not have the right to vote. Recognition of the alternate shall be noted in the minutes.

6.6.7 The Student Delegate who is unable to attend a Board meeting may be replaced at that meeting by a Student Pharmacist Supporter whose name has been submitted to and approved by the Executive Committee. The alternate may participate in the discussion but shall not have the right to vote. Recognition of the alternate shall be noted in the minutes.

6.6.8 Minutes of Board Meetings, with the exception of in camera sessions, shall be distributed to the Directors.

6.7 Quorum

A majority of Directors present, no more than three (3) of whom are Executive Committee members, shall constitute a quorum at any Board meeting. If the number of Directors present initially constitutes a quorum, but the number falls below quorum at some time after the Board meeting begins, issues that require a decision of the Board will be carried to the next Board meeting.

6.8 Voting

6.8.1 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 by law. In the event of a tie vote, the motion shall be deemed to have been defeated.

6.8.2 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.

6.8.3 All motions passed by electronic means are considered valid.

6.8.4 Voting by proxy is not permitted at any Board meeting.

6.9 Terms of Office

6.9.1 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.

6.9.2 The Student Delegate and the A.P.E.S. Delegate shall each hold office for a term of two (2) years.

6.9.3 The Additional Directors elected by the Members shall hold office for three (3) years, except for the Additional Director elected by the Board as the Executive Director, who shall hold office as a Director until ceasing to be the Executive Director. The Additional Directors may serve a maximum of two (2) consecutive three-year terms.

6.9.4 The terms of office for all Directors shall commence immediately following and shall end immediately before the AGM.

6.10 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. The Director appointed or elected to fill a vacancy holds office for the unexpired term of their predecessor.

6.11 Resignation and Removal of Directors

6.11.1 A Director who ceases to be a Member or Student Pharmacist Supporter shall be deemed to have resigned as a Director on the date the Director ceased to be a Member or Student Pharmacist Supporter.

6.11.1.1  A Director who has been a Branch Delegate and 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.

6.11.2 A Director may resign by delivering written notice thereof to the President or the Executive Director, effective as of the date of delivery or on a date specified in the notice, whichever is later.

6.11.3 A Director who has been inactive for a continuous period of six (6) months shall be deemed to have resigned.

6.11.4 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.

Article 7 – Executive Committee

7.1 Powers

The Executive Committee shall, with delegated authority from the Board, oversee the activities of CSHP and may do all things not otherwise prohibited which, in its opinion, will best carry out the purpose of CSHP, in keeping with the Board’s fiduciary duty. The Executive Committee may interpret the intent of this Bylaw and any Policy, motion, resolution or report in connection with CSHP and determine any dispute in that regard.

The Executive Committee may, under exceptional circumstances, delegate some or all of its authority and duties to the Executive Director.

7.2 Duties and Responsibilities

7.2.1 Executive Committee members shall be active participants at Executive Committee meetings, Board meetings, the AGM and any Special Meeting.

7.2.2 Executive Committee members shall have the following individual duties and responsibilities:

7.2.2.1 President: The President is the principal elected officer and the official spokesperson of CSHP. The President shall be the Chair of the AGM, 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.

7.2.2.2 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.

7.2.2.3 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.

7.2.2.4 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.

7.2.2.5 Executive Director: The Executive Director is the chief administrator of both CSHP and the CSHP Research and Education Foundation.

7.2.3 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.

The Executive Committee shall report to Members at each AGM on the business transacted since the last AGM.

7.3 Meetings

7.3.1 The Executive Committee shall hold no fewer than three (3) regular meetings each year between consecutive AGMs. Meetings may be called by the President or by the majority of Executive Committee members, at any time.

7.3.2 The Executive Committee may meet by any electronic means that permits each Executive Committee member to communicate adequately with all others. Each Executive Committee member must have equal access to the specific means of communication to be used. An Executive Committee member participating in such meeting by electronic means shall be deemed to be present at such meeting. If the majority of the Executive Committee members participating in a meeting held pursuant to this article are then in Canada, the meeting shall be deemed to have been held in Canada.

7.3.3 Minutes of the Executive Committee, with the exception of in camera sessions, shall be distributed to the Board.

7.4 Quorum

Three (3) Executive Committee members present shall constitute a quorum at any Executive Committee meeting. If the number of Executive Committee members present initially constitutes a quorum, but the number falls below quorum at some time after the Executive Committee meeting begins, issues that require a decision of the Executive Committee will be carried to the next scheduled meeting of the Executive Committee.

7.5 Voting

7.5.1 Each Executive Committee member shall be entitled to one (1) vote per motion, and all votes shall be considered equal. At any meeting of the Executive Committee, every motion shall be decided by a majority of the votes, unless otherwise required by this Bylaw or by law. In the event of a tie vote, the motion shall be deemed to have been defeated.

7.5.2 Every motion shall be decided by a show of hands or its electronic equivalent, unless one or more Executive Committee 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.

7.5.3 All motions passed by electronic means are considered valid.

7.5.4 Voting by proxy is not permitted at any Executive Committee meeting.

Article 8 – Branches

8.1 Purpose

The purpose of a Branch is to enable Members to participate at a local level in achieving the purpose of CSHP.

8.2 Formation

Upon written application to CSHP of at least fifteen (15) Members, the Board may authorize the formation of a Branch within any defined geographical area.

8.3 Governance Relationship

8.3.1 A Branch is an integral part of CSHP. It derives its existence, authority and fiscal tax status from the Articles of Incorporation and this Bylaw.

8.3.2 A Branch Council is responsible for the overall management of a Branch and is accountable to CSHP for the work performed by the Branch and its Chapters. Branches are financially accountable to CSHP.

8.4 Branch Council

Within three (3) months after authorization is given for the formation of a Branch, the Members from that Branch shall hold a meeting, at which time:
a) they shall elect Branch Members to the following positions:
     i) President
     ii) Secretary/Treasurer (the Secretary/Treasurer function may be broken into two (2) roles at the discretion of the Branch); and
b) 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.

8.5 Duties and Responsibilities

8.5.1 A Branch shall carry on activities consistent with CSHP’s mission, vision, values and strategic plan. In addition, all Branch activities must be conducted in accordance with the Policies of CSHP.

8.5.2 Each Branch shall ensure that its Branch Delegate (or Branch Delegates or alternate) is (are) in attendance at all Board meetings.

8.5.3 Each Branch shall report the results of its work to the Board in the form and on a schedule set by the Board.

8.6 Meetings

8.6.1 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.

8.6.2 Each Branch Council shall meet a minimum of twice a year.

8.6.3 The Branch AGM may be held by any electronic means that permits each Branch Member to communicate adequately with all others, provided that the Branch Council has passed a resolution addressing the mechanics of holding such a meeting, specifically, the handling of security issues and the procedures for establishing a quorum and recording votes. Each Branch Member must have equal access to the specific means of communication to be used. A Branch Member participating in such meeting by electronic means shall be deemed to be present at such meeting. If the majority of Branch Members participating in a meeting held pursuant to this article are then within the jurisdictional boundary of the Branch, the meeting shall be deemed to have been held within the jurisdictional boundary of the Branch.

8.6.4 Branch Councils may meet by any electronic means that permits each Branch Council member to communicate adequately with all others, provided that the Branch Council has passed a resolution addressing the mechanics of holding such a meeting, specifically, the handling of security issues and the procedures for establishing a quorum and recording votes. Each Branch Council member must have equal access to the specific means of communication to be used. A Branch Council member participating in such meeting by electronic means shall be deemed to be present at such meeting. If the majority of Branch Council members participating in a meeting held pursuant to this article are then within the jurisdictional boundary of the Branch, the meeting shall be deemed to have been held within the jurisdictional boundary of the Branch.

8.6.5 Each Branch Council shall keep minutes of all its meetings, AGM and any Special Meeting of Branch Members, which shall be provided, on request, to the Board.

8.7 Quorum

8.7.1 The Branch Council shall pass a resolution that defines the quorum for the Branch AGM and any Special Meeting of Branch Members.

8.7.2 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.

8.8 Voting

8.8.1 Voting at the Branch AGM or any Special Meeting of Branch Members shall be conducted in accordance with article 5.6.

8.8.2 Voting at Branch Council meetings shall be conducted in accordance with article 6.8.

8.9 Terms of Office

The term of office for Branch Council members shall be determined by each Branch, subject to the following. The term of office for Branch President and Past President shall each be a minimum of one (1) year. The Branch President and Past President may serve a maximum of three (3) consecutive years in a single role. The term of office for other Branch Council members shall be a minimum of two (2) years and a maximum of three (3) years. 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.

8.10 Resignation and Removal of Branch Council Members

8.10.1 A Branch Council member who ceases to be a Member of that Branch shall be deemed to have resigned as a Branch Council member on the date the Branch Council member ceased to be a Member of that Branch.

8.10.2 A Branch Council member may resign by delivering written notice thereof to the Branch President, effective as of the date of delivery or on a date specified in the notice, whichever is later.

8.10.3 A Branch Council member who has been inactive for a continuous period of six (6) months shall be deemed to have resigned.

8.10.4 A Branch Council may, by resolution, remove and replace a Branch Council member, other than a Branch Delegate. The decision of the Branch Council shall be ratified at the Branch AGM or any Special Meeting of Branch Members. The decision of the Branch Members in this regard is final and cannot be appealed.

8.10.5 A Branch Council shall remove and replace a Branch Delegate when required to do so by the Board.

8.11 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.

8.12 Dissolution

8.12.1 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.

8.12.2 In the event of a request for combination or division, the Branch Council should agree on the disposition of rights, title, assets and liabilities of the Branch, before the request is made to the Board.

8.12.3 Upon dissolution, all rights, title, assets and liabilities of the Branch shall revert to CSHP.

Article 9 – Chapters

9.1 Purpose

A Branch may, at its own discretion, establish one or more Chapters. 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 purpose of the Branch and CSHP.

Article 10 – Committees and Task Forces

10.1 Formation

The Board may establish a Committee or Task Force to carry out specified activities that comply with the mission, vision, values, strategic plan and Policies of CSHP.

10.2 Standing Committees

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

a) Finance and Audit; and
b) Nominating.

10.3 Governance Relationship

The Board shall appoint the chairs of Committees and Task Forces. Other Committee or Task Force members shall be appointed by the particular Committee or Task Force chair. Committees and Task Forces are accountable to the Board.

10.4 Duties and Responsibilities

Each Committee and Task Force will have terms of reference, approved by the Board, which will define its duties and responsibilities.

10.5 Meetings

10.5.1 Committees and Task Forces may meet by any electronic means that permits each member of the particular Committee or Task Force to communicate adequately with all others. Each Committee or Task Force member must have equal access to the specific means of communication to be used. Any Committee or Task Force member participating in such meeting by electronic means shall be deemed to be present at such meeting.

10.5.2 Each Committee and Task Force shall keep minutes of all its meetings, which shall be provided, on request, to the Board.

10.6 Quorum

A majority of Committee or Task Force members shall constitute a quorum at a meeting of the particular Committee or Task Force. If the number of members of the Committee or Task Force present initially constitutes a quorum, but the number falls below quorum at some time after the Committee or Task Force meeting begins, issues that require a decision of the Committee or Task Force will be carried to the next scheduled meeting of the Committee or Task Force.

10.7 Voting

10.7.1 Each Committee or Task Force member shall be entitled to one (1) vote per motion, and all votes shall be considered equal. At any meeting of a Committee or Task Force, every motion shall be decided by a majority of the votes, unless otherwise required by this Bylaw or by law. In the event of a tie vote, the motion shall be deemed to have been defeated.

10.7.2 Every motion shall be decided by a show of hands or its electronic equivalent, unless one or more Committee or Task Force 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.

10.7.3 All motions passed by electronic means are considered valid.

10.7.4 Voting by proxy is not permitted at any Committee or Task Force meeting.

10.8 Terms of Office

The Board will define in a Policy a customary term of office for Committee and Task Force chairs and members.

10.9 Resignation and Removal

10.9.1 A Committee or Task Force chair or member who ceases to be a Member, Student Pharmacist Supporter or individual Supporter shall be deemed to have resigned on the date the person ceased to be a Member or Supporter.

10.9.2 A Committee or Task Force member may resign by delivering written notice thereof to the chair or the Executive Director, effective as of the date of delivery or on a date specified in the notice, whichever is later.

10.9.3 A Committee or Task Force member who has been inactive for a continuous period of six (6) months shall be deemed to have resigned.

10.9.4 The Board may, by resolution, remove a Committee or Task Force member. The decision of the Board in this regard is final and cannot be appealed.

10.10 Dissolution

With the exception of the Standing Committees, the Board may, by resolution, combine, divide or dissolve a Committee or Task Force as the need arises. The decision of the Board in this regard is final and cannot be appealed.

Article 11 – Affiliated Boards

11.1 Formation

The Board may establish an Affiliated Board to carry out certain activities of CSHP.

11.2 Governance Relationship

The Board shall appoint the chair and members of any Affiliated Board. Affiliated Boards are to be operated in accordance with the mission, vision, values, strategic plan and Policies of CSHP. Affiliated Boards are accountable to the Board.

11.3 Duties and Responsibilities

11.3.1 Each Affiliated Board shall establish terms of reference, approved by the Board, which define its duties and responsibilities.

11.3.2 Each Affiliated Board shall report the results of its work to the Board in the form and on a schedule established by the Board.

11.4 Meetings

11.4.1 Affiliated Boards shall meet a minimum of once a year.

11.4.2 Affiliated Boards may meet by any electronic means that permits each member of the particular Affiliated Board to communicate adequately with all others. Each Affiliated Board member must have equal access to the specific means of communication to be used. An Affiliated Board member participating in such meeting by electronic means shall be deemed to be present at such meeting.

11.5 Quorum

A majority of Affiliated Board members shall constitute a quorum at a meeting of the particular Affiliated Board. If the number of members of the Affiliated Board present initially constitutes a quorum, but the number falls below quorum at some time after the Affiliated Board meeting begins, issues that require a decision of the Affiliated Board will be carried to the next scheduled meeting of the Affiliated Board.

11.6 Voting

11.6.1 Each Affiliated Board member shall be entitled to one (1) vote per motion, and all votes shall be considered equal. At any meeting of an Affiliated Board, every motion shall be decided by a majority of the votes, unless otherwise required by this Bylaw or by law. In the event of a tie vote, the motion shall be deemed to have been defeated.

11.6.2 Every motion shall be decided by a show of hands or its electronic equivalent, unless one or more Affiliated Board 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.

11.6.3 All motions passed by electronic means are considered valid.

11.6.4 Voting by proxy is not permitted at any Affiliated Board meeting.

11.7 Vacancies of Affiliated Board Members

The Board alone or on recommendation of a particular Affiliated Board may fill vacancies in that Affiliated Board.

11.8 Resignation and Removal of Affiliated Board Members

11.8.1 An Affiliated Board member who ceases to be a Member shall be deemed to have resigned on the date the Affiliated Board member ceased to be a Member.

11.8.2 An Affiliated Board member may resign by delivering written notice thereof to the chair or the Executive Director, effective as of the date of delivery or on a date specified in the notice, whichever is later.

11.8.3 A member of an Affiliated Board who has been inactive for a continuous period of six (6) months shall be deemed to have resigned.

11.8.4 The Board may, by resolution, remove the chair or member of an Affiliated Board. The decision of the Board in this regard is final and cannot be appealed.

11.9 Dissolution

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. A two-thirds (2/3) vote by the Board is required to dissolve an Affiliated Board. The decision of the Board in this regard is final and cannot be appealed. Upon dissolution, all rights, title, assets and liabilities of an Affiliated Board shall revert to CSHP.

Article 12 – External Representation

12.1 Purpose

External Representatives enable CSHP to have its voice heard within external organizations, in compliance with the mission, vision, values, strategic plan and Policies of CSHP.

12.2 Governance Relationship

External Representatives are appointed by and accountable to the Board.

12.3 Duties and Responsibilities

12.3.1 Each External Representative shall act in such a way as to satisfy the requirements of the external organization.

12.3.2 Each External Representative shall report the results of his or her work to the Board in the form and on a schedule set by the Board.

12.4 Terms of Office

The Board will define in a Policy a customary term of office for External Representatives, unless otherwise specified by the external organization to which the External Representative is appointed.

12.5 Resignation and Removal

12.5.1 An External Representative who ceases to be a Member or a Student Pharmacist Supporter shall be deemed to have resigned on the date the External Representative ceased to be a Member or a Student Pharmacist Supporter.

12.5.2 An External Representative may resign by delivering written notice thereof to the Executive Director, effective as of the date of delivery or on a date specified in the notice, whichever is later.

12.5.3 The Board may, by resolution, remove an External Representative. The decision of the Board in this regard is final and cannot be appealed.

Article 13 – Financial and Contractual Matters

13.1 Fiscal Year

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

13.2 Budget

The Board shall approve the operating and capital budgets.

13.3 Branch Funds

Branches have decision-making authority for Branch Funds but are accountable to the Board for their financial decisions. The Board cannot access Branch Funds without the approval of the Branch Council.

13.4 Membership Fees

13.4.1 The Board shall set all national membership fees.

13.4.2 Each Branch shall set its respective fees.

13.5 Signing Authority

All cheques and payment orders issued in the name of CSHP shall be signed by two (2) authorized persons.

13.6 Execution of Contracts and Agreements

Authority to sign and execute contracts and agreements shall be detailed in a Policy that will be reviewed by the Board on a regular basis.

13.7 Audit

13.7.1 A public accountant shall be appointed by the Members at each AGM, on the recommendation of the Board.

13.7.2 Annually, the public accountant shall conduct an audit of the financial statements of CSHP, in accordance with current Canadian Auditing Standards, and shall provide a report of the results of the audit to the Members.

13.8 Borrowing Powers

The Board may from time to time approve:

a) borrowing money upon the credit of CSHP; 
b) issuing debentures or other securities of CSHP;
c) pledging or selling such debentures, or other securities, for such sums and at such prices as may be deemed expedient; and
d) securing such debentures, other securities, or any other present or future borrowing or liability of CSHP, by mortgage, hypothec, charge or pledge of all or any currently owned or subsequently acquired real and personal, movable and immovable property of CSHP and undertaking and rights of CSHP.

The Board may delegate the execution of all or any of the aforementioned powers to any Officer or employee of CSHP or any other persons, to such extent and in such manner as the Board may determine reasonable.

13.9 Real Property

Upon approval of the Members, CSHP may acquire and own real property and may sell, exchange or lease such real property.

The Board may delegate the execution of any decision of the Members relating to real property to any Officer or employee of CSHP or any other persons, to such extent and in such manner as the Board may determine reasonable.

Article 14 – Miscellaneous Matters

14.1 Books and Records

The Executive Director shall ensure that all books and records of CSHP required by the Act or this Bylaw are regularly and properly maintained. A Member who has given reasonable notice and has arranged a satisfactory time with the Executive Director may inspect this Bylaw, the minutes of any AGM and Special Meeting, the Policies, strategic plan documentation and the audited financial statements.

14.2 Conflict of Interest

CSHP will maintain a Policy with respect to conflict of interest and will take reasonable measures to ensure compliance.

14.3 Indemnity

CSHP shall indemnify the Directors to the extent permitted by law against all costs, damages and expenses, including an amount to settle an action or satisfy a judgment reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of his or her association with CSHP.

14.4 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, 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.

14.5 Parliamentary Authority

At all meetings of CSHP, the parliamentary authority shall be the current edition of Robert’s Rules of Order Newly Revised.

14.6 Dissolution

In the event of the dissolution or winding up of CSHP,

the Directors are jointly and severally liable to employees of CSHP for all debts not exceeding six (6) months’ wages payable to each employee for services performed for CSHP; and

all assets remaining after the payment and satisfaction of CSHP’s debts and liabilities shall be distributed to one or more organizations in Canada carrying on similar activities or having a purpose similar to the purpose of CSHP.

14.7 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.

14.8 Amendment of Bylaws

14.8.1 The Board may repeal, amend or re-enact this or any bylaw of CSHP, except those provisions requiring a two-thirds (2/3) vote of Members. Such repeal, amendment or re-enactment shall remain in force only until a Special Meeting is called for the purpose of considering same or until the next AGM. If the said change is not then adopted and confirmed by a vote of the Members present, it shall cease to be in force from the date of such meeting. A two-thirds (2/3) vote of Members is needed to make, amend or repeal bylaw provisions dealing with conditions of membership, notice of meetings to Members or absentee voting. Majority vote applies to other bylaw provisions.

14.8.2 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.

14.8.3 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 17th day of March, 2013.

      CONFIRMED by the Members on the 11th day of August, 2013.

   14.9 Amendment Tracking

Date

Bylaw Change

September 30, 2017

Article 1 - Interpretation
           1.2 Definitions - Branch Delegate (revised)

September 30, 2017

Article 3 - Members and Supporters
           3.1.1 Honorary Members (revised)

September 30, 2017 

Article 6 - Board
           6.1 Composition
              6.1. a) (revised)
           6.6. Meetings
              6.6.5. (revised)
           6.11 Resignation and Removal of Directors
              6.11.1.1 (new clause)

September 30, 2017 

Article 8 - Branches
           8.4 Branch Council
              8.4 a) and 8.4 b) (revised)
           8.10 Resignation and Removal of Branch Council Members
              8.10.1 and 8.10.4 (revised)
              8.10.5 (new clause)

      

AMENDMENTS PASSED by the Board on the 9th day of April, 2017 and the 29th day of September, 2017

AMENDMENTS CONFIRMED by the Members on the 30th day of September, 2017

Canadian Society of Hospital Pharmacists