Bylaws Of The Lymphedema Association of Saskatchewan Inc.

Preamble

This document sets out the general Bylaws of the Lymphedema Association of Saskatchewan Inc. and will govern the business of affairs of the association.

Definitions

In this By-law and all other By-laws and resolutions of the Association, unless the context requires otherwise:

"Annual General Meeting" means the annual meeting of the Members of the Association as required by the Non-Profit Corporation Act;

"Association" means the Lymphedema Association of Saskatchewan;

"Board" means board of directors of the Association;

"Corporation Act" means the Non-Profit Corporation Act of Saskatchewan and the regulations made thereunder as amended from time to time and in the case of such amendment any reference in the By-laws shall be read as referring to the amended provision;

"Director" means a member of the Board;

"Member" has the meaning ascribed to it in part 2 of this by-law unless the context otherwise implies;

"Officer" means a director elected to a specific position;

"Special Resolution" means a resolution passed at a meeting of the directors by 75% of the directors who are present and eligible to vote at the meeting. All other resolutions of the board may be passed by a simple majority.

1. Introduction

In this document the Lymphedema Association of Saskatchewan Inc. will be herein referred to as LAS.

1.1  Name

The Association shall be known as the Lymphedema Association of Saskatchewan ("LAS").  The LAS shall operate within the province of Saskatchewan, Canada at a location to be determined by the Board of Directors.

1.2 Mission Statement

The Mission of the LAS is to optimize health for lymphovenous patients through education and support, and increase awareness of lymphedema and other lymphovenous disorders within the medical community and the general public of Saskatchewan.

1.3 Objectives/Goals

  1. To promote health by providing an annual symposium on lymphedema management for health professionals and patients;
  2. To promote health by providing workshops and educational materials for health professionals and patients on matters relating to diagnosing and treating lymphedema;
  3. To promote support for those affected by lymphedema by offering education and counseling and by establishing mutual support groups; and
  4. To undertake activities incidental and ancillary to the attainment of the above charitable purpose(s).

2. Membership

2.1 Membership of the LAS shall be open to any person who:

  1. is eighteen years of age or older.
  2. supports and abides by the aims and purposes of the LAS’s objectives/goals; and
  3. pays an annual membership fee established by the Board of Directors.

2.2 Types Of Membership

The membership of the Association shall consist of regular members:

  1. A regular member is entitled to all privileges of membership including the right to vote at meetings of the members.

2.3 Rights And Privileges Of Membership

  1. A "member in good standing" is a member who has paid all the required membership fees to the LAS.
  2. Any "member in good standing" is entitled to:
  • Receive a copy of the LAS newsletter
  • Receive notice of meetings/events of the LAS
  • Attend and vote at any Annual General Meeting, General, or Special meeting of the members
  • Be elected to the Board of Directors
  • Be a member of and participate in committees of the LAS
  • Receive, without charge, a copy of the Bylaws of the LAS; and
  • Exercise other rights and privileges given to members in these Bylaws.

2.4 Annual Membership Fee

  1. The term of membership shall be from March 1stof one year to February 28/29thof the next year.
  2. The Board of Directors shall establish and receive an annual per capita membership fee.

2.5 Termination Of Membership

  1. Any individual shall cease to be a member of the LAS:
    • By resignation in writing to the Secretary or President;
    • On failure to pay annual membership fee within 2 months after it is due;
    • On being terminated;
    • On death;
  2. The board shall be empowered to remove the privilege of membership from any member who, in the determination of the Board, acts contrary to the interests of the LAS.
  3. Any member may be terminated for cause by two-thirds (2/3) vote of the Board of Directors.
  4. No member may be terminated unless and until the member has been given an opportunity to address the Board of Directors.

3. Board Of Directors

  1. Total voting membership of the Board is deemed to be a minimum of four (4) and a maximum of ten (10) members.  The Board shall consist of the following Core voting members:  President (who serves as Chair) , Vice-president, Secretary/Treasurer, Past President plus up to five (5) additional members.
  2. The Board shall, subject to the Bylaws of the LAS, have full control and management of the affairs of the LAS.
  3. The Board may hire a paid administrator to carry out management functions under the direction and supervision of the Board.  Any paid staff members are non-voting members.
  4. Vacancies on the Board, however caused, may be filled by appointment by the Directors; otherwise such vacancies shall be filled at the next Annual General Meeting at which time the Directors for the ensuing term are elected.

3.1 Duties And Responsibilities Of Directors

All Directors are expected to:

  1. Attend all general LAS meetings, Board meetings, Special Meetings, and the Annual General Meeting;
  2. Advise the Chair in advance of non-attendance at any meeting;
  3. Support the work of the LAS and the mandate of the Board;
  4. Acknowledge receipt of all communications from the President as outlined in each communication; and
  5. Carry out specific duties and responsibilities for their Board position, to the best of their ability, as outlined in these Bylaws and their Terms of Reference/Position Description.

3.2 Terms Of Service

  1. A Director shall be elected at the Annual General Meeting, to a maximum of two (2) consecutive years (one term).
  2. The term of office for the Directors of the Board shall begin immediately following the Annual General Meeting.

3.3 Termination Of Directors

  1. Any Director may resign by delivering a written notice to the President.  Resignation is effective upon receipt of written notice.
  2. Non-attendance of Directors at more than three (3) consecutive Board meetings shall be deemed as resignation, unless such absence receives prior approval of the Chair.
  3. The Board may, at a Special Meeting of the Board call for such purpose, expel any Director for the following reasons:
    • Refusal to sign the annual conflict of interest declaration;
    • Conviction of a felony offence under the Criminal Code of Canada; or
    • Proven cause of such magnitude in the opinion of the Board that it could discredit the LAS.
  4. Upon cessation of membership on the Board for whatsoever reason, the former Director of his or her estate is liable for any debts owing to the Board or LAS at the date of cessation.

4. Officers Of The Board

  1. The Officers of the Association shall be the President, Vice-President, Secretary/Treasurer, Past President, and other such Officers as the Board may determine from time to time.
  2. All officers shall be elected at the Annual General Meeting, by secret ballot or a show of hands, to a maximum of two (2) years (one term) and no more than (3) consecutive terms, a total of six (6) years.

4.1 Duties Of Officers

  1. The President shall provide leadership to the Board of Directors, chair all meetings, keep board activities focused on the Mission of the LAS, and be an ex officio member of all committees.
  2. The Vice President shall assist the President in carrying out such duties and powers of the President as deemed by the President or the Board of Directors.  During the absence or inability of the President, the Vice-President shall assume the duties of the President.
  3. If the Vice-President is unable to fulfill the duties of the President during the latter’s absence or inability, the Board may appoint another Director to fulfill those duties.
  4. The Secretary is required to attend all meetings of the LAS and its Board, and to ensure that accurate minutes are maintained of all meetings of the LAS and the Board of Directors, give notice of all meetings to members and Directors, and be responsible for any correspondence authorized by the Board.  The Secretary shall also maintain records of all members of the LAS including their addresses.
  5. In case of absence of the Secretary, another Director designated at that meeting, will discharge the duties of the Secretary.
  6. The Treasurer shall oversee the financial systems and internal controls of the LAS, submit a financial report at each Board meeting, and present the audited financial statements at the Annual General Meeting.
  7. The Past-President – The immediate Past President is a voting Director of the Board and serves as the senior advisor to the President, as well as chairing the standing Nominating Committee. The immediate Past President is responsible for developing a slate of candidates for the Board membership presented at the Annual/General Meeting.

5. Conflict Of Interest

  1. All Directors are required to declare any and all conflicts of interest that may affect or be perceived to potentially affect their role as an LAS Director.
  2. The declaration of the Conflict of Interest Form will be in a format prescribed by the Board and must be signed annually as a condition of sitting on the board.
  3. Failure or refusal to sign an annual declaration will be considered sufficient grounds for termination of the Director’s position and she/he will be expected to resign from the Board within 30 calendar days.

6. Meetings

  1. A meeting may be in person, or may take the form of any electronic or telecommunications media format as deemed acceptable by the Board of Directors.
  2. No action taken at a General Meeting, Annual General Meeting, Special Meeting, or Board Meeting of the LAS is invalid due to:
    • Accidental omission to give notice to any person entitled to receive notice of that meeting;
    • Any person entitled to receive notice of that meeting not receiving notice; or
    • Any error or omission in any notice that does not substantially affect the meaning of the information in the notice.

6.1 Annual General Meeting

  1. Within ninety (90) days of the end of the fiscal year, there shall be an Annual General Meeting of the LAS held in the province of Saskatchewan.
  2. The Board shall determine the time, place, and agenda of such meetings.
  3. Written notice will be provided to the last known address of all members at least twenty-one (21) days prior to the date of the Annual General Meeting.
  4. The notice will state the place, date and time of the meeting and any business requiring a Special Resolution.
  5. The Annual General Meeting will deal with a minimum of the following items
    • Adoption of the minutes of the previous Annual General Meeting
    • Delivery of report of the President
    • Delivery of a financial statement, as directed by the Saskatchewan Corporation Branch
    • Election of the Board of Directors
    • Consideration of any Special Resolutions
    • Any other matter specified in the notice convening the meeting.
  6. The President may cancel or reschedule a meeting if there is no quorum, or allow the meeting to proceed for the purpose of discussion only.
  7. The Annual General Meeting of the LAS shall be open to the public.

6.2 Special Meetings

  1. Notice of a Special Meeting will be provided at least twenty one(21) days before the meeting.
  2. Attendance by the President or Vice-President and at least 10 percent of voting members is required to conduct business at a Special Meeting.
  3. The President may cancel or reschedule a meeting if there is no quorum, or allow the meeting to proceed for the purpose of discussion only.

6.3 General Meetings

  1. General Meetings of the whole membership will be at the call of the President or on a schedule established by the Board.
  2. The purpose of the General Meetings will be primarily educational or informational in nature with a brief business update component and will not be for decision-making.
  3. Any business brought before the meeting will be deferred to a special Board Meeting, the Annual General Meeting, or to a Special Meeting called for that express purpose.
  4. All members and the general public are encouraged to submit topic requests to the Board and the Board will be responsible for arranging all aspects of a regular meeting including location, date, time, presenter(s) , and publicity.
  5. Notice of General Meetings will be sent to all members by mail or electronically at least fourteen (14) days in advance.
  6. A General Meeting is open to the public.

6.4 Board Of Directors Meetings

  1. The Board shall meet a minimum of four (4) times each year at the call of the President.
  2. All Directors will be notified of Board Meetings approximately three (3) calendar days prior to the meeting date using approved communication means, including prior meeting minutes, as described in these Bylaws.
  3. Location, time, and date of the Board Meeting will be included in the agenda as issued by the President or Secretary.  Every reasonable effort will be made to distribute the agenda to the Directors approximately three (3) calendar days prior to the Board Meeting.
  4. Failure to distribute the agenda, or if a Director does not receive the agenda prior to the meeting does not result in cancellation or nullification of the Board Meeting, nor does it excuse the Director from attendance.
  5. The President may cancel or reschedule a meeting if there is no quorum, or allow the meeting to proceed for the purpose of discussion only.
  6. Board Meetings are not open to the public or general membership of the Association.
  7. The President may invite individuals to attend, at her/his discretion.

6.5 Quorum

  1. No meeting, with the exception of a General Meeting, shall be held without quorum.
  2. If a quorum is not present in thirty (30) minutes after the time appointed for holding a meeting, the meeting shall be dissolved and adjourned.
  3. Directors who declare a conflict of interest are still counted as part of the quorum.
  4. Quorums for meetings shall be as follows:
    • Annual General Meeting – Attendance by the President or Vice-President and at least ten percent (10%) of voting members is required to conduct business at the Annual General Meeting.
    • Special Meeting – A Special Meeting may be called at any time by the President, by motion of the Board or by petition signed by at least twenty-five percent (25%) of the voting members of the LAS for the transaction of business specified in the notice calling the meeting.
    • General Meeting – no quorum required
    • Board of Directors Meeting – Attendance by the President or Vice-President and at least four (4) other voting members.

6.6 Parliamentary Procedures

The parliamentary authority for the LAS shall be the most recent edition of Robert’s Rules of Order.

6.7 Voting

  1. Each voting member of the LAS shall have one vote only.
  2. No vote shall be given by proxy.
  3. Except where specified otherwise by the Bylaws, questions arising at any meeting shall be decided by a majority (50% + 1) of those present and eligible to vote.
  4. In the event of a tie, the President or the designated meeting Chair shall cast the deciding vote.

6.8 Electronic Business And Voting

  1. When time is of the essence and immediate action is required, the President is authorized to conduct urgent votes and discussions by electronic means on single-topic, time-sensitive items.
  2. Receipt by the President of five (5) replies from Directors that support the motion within the specified number of business days will constitute a quorum, and the motion will be passed.
  3. In the event that less than five (5) replies are received by the deadline, the motion will be considered defeated.
  4. The results of the vote shall be communicated immediately to all Directors electronically.
  5. All electronic votes will be confirmed at the next Board Meeting, and the results of the electronic vote entered into the minutes of that meeting.

6.9 Format For Electronic Business And Voting

  1. The President will issue the single-topic electronic notice with all required attachments.
  2. The original notice and attachments may be provided by another Director along with the Motion, however only the President may issue the final electronic notice to all Directors.
  3. The electronic notice must include the Motion to be considered and voted upon.
  4. In this case, and in this case only, the President is permitted to second the motion.
  5. The electronic notice must include a deadline for receipt of electronic replies.

7. Committees

  1. The Board may establish such standing or ad hoc committees that they deem necessary to assist with the management of the LAS.
  2. Any committee so formed shall conform to any regulations or terms of reference that may be imposed on them by the Board.
  3. All committees are responsible to the Board of Directors.

8. Minutes And Records

  1. The Board shall see that all necessary minutes, books, and records of the LAS required by the Bylaws of the LAS or any other applicable statute or law, are regularly and properly kept.
  2. The Secretary keeps a copy of the minute books and records minutes of all meetings of the LAS.

9. Financial Records

  1. The fiscal year of the Association shall be from March 1stto February 28/29th.
  2. The books, records, and accounts of the Treasurer shall be reviewed at least once per year by a duly qualified independent reviewer elected/appointed at the Annual General Meeting.  The above may be waived at the Annual General Meeting when the Association’s assets are less than the amount as set out by Saskatchewan Corporations Board. However, any such resolution shall be valid only until the next annual meeting of the membership.
  3. The Board shall ensure that all necessary financial records of the LAS are regularly and properly kept, and that any member of the LAS upon reasonable notice makes such records available for inspection.
  4. The Board shall ensure that proper banking resolutions are in effect and shall appoint all necessary signing authorities.
  5. Directors shall at all times have access to the books and records of the LAS.

10 Cheques And Contracts

  1. The designated officers of the Board shall sign all cheques drawn on monies of the LAS.
  2. Two (2) signatures are required on all cheques.
  3. All contracts must be authorized by resolution of the Board before they are signed.

11.  Borrowing Powers

The Board does not have the authority to borrow funds from any institution or individual.

12.  Investing Powers

  1. The Board may direct the Treasurer to invest the LAS’s monies in approved holdings including, but not limited to, guaranteed investment certificates, secured bonds, and interest bearing savings accounts.
  2. All investments must be approved by the Board with two-thirds (2/3) vote of Directors in favor of the investment.
  3. The LAS is responsible for all carrying charges, fees, commissions, and other disbursements related to each investment.

13.  Remuneration And Reimbursement

No Director shall receive any direct remuneration from the LAS for services rendered as an officer or Director of the Board, except repayment of reasonable expenses actually incurred in connection with the business of the Association according to established financial policies.

14.  Indemnity

The LAS agrees to indemnify and save harmless the Directors for all actions undertaken by them in good faith on behalf of the LAS, claims, suits, or proceedings brought against them, provided that no Director shall be indemnified by the LAS in respect to any liability, costs, charges, or expenses that she/he sustains or incurs as a result of her/his own fraud, dishonesty, willful neglect or willful default.

15.  Amendment Of Bylaws

  1. These Bylaws may be amended, added to, or repealed in whole or in part, by a two-thirds (2/3) vote of the voting members of LAS present at the Annual General Meeting or a Special Meeting on a motion of which at least fourteen (14) day notice has been sent, provided such notice contains a copy of such motion or a summary of the motion or Bylaw, indicating the effect of the changes to be made.
  2. Such a meeting shall be held at a time and place intended to facilitate the attendance of the majority of voting members.
  3. The substance of the proposed amendments shall be delivered to each voting member at least fourteen (14) days prior to the meeting at which the amendments will be voted upon.

16.  Dissolution

Upon the dissolution of the corporation and after payment of all debts and liabilities; its remaining property shall be distributed or disposed of to Hope Cancer Help Centre Inc., a qualified donee.  Should Hope Cancer Help Centre Inc. not be a qualified donee at the time of the corporation’s dissolution, its remaining property shall be distributed or disposed of to one or more qualified donees as described in subsection 149.1(1) of the Income Tax Act.


Amended May 27, 2017.