APPROVED AT THE ANNUAL GENERAL MEETING ON MAY 5, 2001
Revised May 2008
Revised May 2010
Revised May 2012
Table of Contents:
2. Corporate Seal
3. Head Office
4. Conditions of Membership (4.1 – 4.6)
5. Members’ Meetings (5.1 – 5.8)
6. Board of Directors (6.1 – 6.5)
7. Powers of Directors (7.1 – 7.6)
8. Directors’ Meetings (8.1 – 8.2)
9. Indemnities to Directors and Others
10. Officers (10.1 – 10.3)
11. Duties of Officers (11.1 – 11.5)
13. Executive Committee (13.1 – 13.2)
14. Execution of Documents
15. Minutes of Board of Directors (and Executive Committee)
16. Financial Year
17. Amendments of By-Laws
19. Books and Records
20. Rules and Regulations
THE CANADIAN ASSOCIATION FOR PARISH NURSING MINISTRY (CAPNM)
The purposes of this organization shall be:
- To develop parish nursing as a health and ministry resource within Canada.
- To bring together the individuals and groups that are vital to the parish nursing ministry: parish nurses, faith communities, and other individuals and organizations supportive of the parish nursing ministry by developing and providing seminars, lectures, workshops and resources in an annual conference format in the field of Parish Nursing Ministry leading to Parish Nursing Ministry development by registered nurses and other interested members of the public.
- To provide parish nurse resources by providing centralized information about Parish Nursing Ministry development in Canada through newsletters, website and contact information.
- To secure financial sustainability for the organization and promote the funding of the parish nursing ministry;
- To foster and develop parish nursing ministry identity, education, practice standards, and research in relationship with each other through the development of guidelines for curriculum development of Parish Nursing Ministry education programs for educational institutions and other interested groups and the development and recommendation of Standards of Practice for Parish Nursing Ministry.
2. CORPORATE SEAL
The seal, an impression whereof is stamped in the margin hereof, shall be the seal of the CAPNM.
3. HEAD OFFICE
Until changed in accordance with the Canada Corporations Act, the head office of the CAPNM shall be in the city where the Coordinator resides for safekeeping of documents of incorporation9.
9. 'Ingersoll, ON' has been removed at the Annual General Meeting of CAPNM May 12 2012 Ottawa ON
4. CONDITIONS OF MEMBERSHIP
4.1 Membership in the CAPNM shall be extended to persons interested in furthering the mission and objectives of the CAPNM and shall consist of anyone whose application for admission as a member has received the approval of the board of directors of the CAPNM. Membership is divided into four (4) categories:
(i) Parish Nurse: a registered nurse hired or recognized by a faith community to carry out a health ministry;
(ii) Faith Community: a formally recognized faith organization or community such as a congregation, presbytery, district, national office, parish or diocese;
(iii) Organization: any organization or community interested in the parish nursing ministry, not included under any other membership category;
(iv) Individual: any person interested in the parish nursing ministry, not included under any other membership category.
4.2 Membership dues shall be set through a vote of those in attendance at the annual general meeting and remain in force until such time as they are amended by the membership at a subsequent annual general meeting.
4.3 The membership year shall be from January 1 to December 31. Application for membership renewal fee is due between October 1st to December 31st of the preceding year10.
4.4 In order for new members to be eligible for voting privileges at any meeting including the AGM, membership fees must be paid by such members no later than 90 days prior to such meeting11.
4.5 Any member may withdraw from the CAPNM by delivering to the CAPNM a written resignation and by lodging a copy of the same with the secretary-treasurer of the CAPNM. Any member may be removed from membership by resolution of the board of directors but such removal shall be subject to the right of appeal to the annual general meeting next following.
4.6 Any member may be required to resign by a vote of three-quarters (3/4) of the members at an annual meeting.
10. 'Application for membership renewal fee is due between October 1st to December 31st of the preceding year' was added at the Annual General Meeting of CAPNM May 12 2012 Ottawa ON
11. Addition of 'new members' and increased to a period of 90 days so that new members are able to vote knowledgeably about the affairs of the CAPNM - amended at the Annual General Meeting of CAPNM May 12 2012 Ottawa ON
5. MEMBERS' MEETINGS
5.1 The annual general meeting of the members shall be held during each calendar year, at a time and place to be determined by the Board of Directors.
5.2 Bourinot’s rules of order, latest edition, shall be the governing parliamentary law of this organization except as provided under these bylaws
5.3 At every annual general meeting, in addition to any other business that may be transacted, the report of the directors, the financial statement and the report of the auditors shall be presented and auditors appointed for the ensuing year. The members may consider and transact any business either special or general at any meeting of the members. The board of directors or the chair shall have power to call, at any time, a general meeting of the members of the CAPNM. The board of directors shall call a special general meeting of members on written requisition of members carrying not less than five percent (5%) of the voting rights. The majority of the members registered to vote at any general meeting shall constitute a quorum.
5.4 Fourteen (14) days' written notice shall be given to each voting member of any annual or special general meeting of members. Notice of any meeting where special business will be transacted shall contain sufficient information to permit the member to form a reasoned judgment on the decision to be taken. Notice of each meeting of members must remind the members if they have the right to vote by proxy.
- 5.5 Member categories (i) and (iv) shall have the right to exercise one (1) vote.
Member categories (ii) and (iii) shall have the right to exercise two (2) votes and shall indicate in writing the name(s) of the delegate(s) given the right to exercise the vote.
5.6 Except for directors, a member (all four categories) may, by means of a written proxy, appoint a proxy holder to attend and act at a specific meeting of members, in the manner and to the extent authorized by the proxy. Each proxy holder must be a member of the CAPNM, and shall hold not more than two proxies. Proxy votes may be held in addition to a member’s own vote. Thus, one person could carry a maximum of three votes. All proxies must be received by the secretary-treasurer of the CAPNM no later than a week12 prior to the commencement of the meeting.
5.7 A majority of the votes cast by the members present and carrying voting rights shall determine the questions in meetings except where the vote or consent of a greater number of members is required by the Canada Corporations Act or these by-laws.
12. Addition of 'no later than a week prior' to permit necessary preparation and save last minute work for the Coordinator, amended at the Annual General Meeting of the CAPNM May 12 2012 Ottawa ON
5.8 No error or omission in giving notice of any annual or special general meeting or any adjourned meeting, whether annual or special general, of the members of the CAPNM shall invalidate such meeting or make void any proceedings taken thereat and any member may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat. For purpose of sending notice to any member, director or officer for any meeting or otherwise, the address of the member, director or officer shall be his last address recorded on the books of the CAPNM.
6. BOARD OF DIRECTORS
6.1 The property and business of the CAPNM shall be managed by a board of directors. The number of directors shall be eight (8)1. Directors must be members of the CAPNM. They must be individuals, eighteen (18) years of age or older2, with power under law to contract.
6.2 Directors shall be elected for the term of two (2) years. Each director may serve no more than two (2) consecutive terms and is eligible for re-election following an interval of two (2) years.
The board of directors shall be composed of the following:
(i) at least four (4)3 parish nurse directors
(ii) at least one (1) faith community director
(iii) one (1) organization director
(iv) one (1) individual director
(v) one (1) director at large.
Eight members4 of the board of directors shall be elected at the annual general meeting by secret ballot, according to a process approved by the members assembled. The director at large shall be appointed by the board of directors as soon as possible after the annual meeting.
Except under extenuating circumstances which require it, no more than three (3)5 directors will be changed at any given time.
The past chair may remain on the board of directors for a one (1) year term.
1. The number of the Board of Directors of The Canadian Association for Parish Nursing is amended from seven (7) to eight (8) at the Annual General Meeting of CAPNM May 8 2010 Vancouver BC
2. Amended to read eighteen years of age or older at the Annual General Meeting of CAPNM May 8, 2010 Vancouver BC
3. The number of parish nurses on the Board of Directors of CAPNM has been amended from three (3) to four (4) at the Annual General Meeting of CAPNM May 8, 2010, Vancouver, BC
4. Eight Members of the board of directors shall be elected at the Annual General Meeting –changed from 7 members at the Annual General Meeting of CAPNM May 8, 2010, Vancouver, BC
5. The number of directors of the board to be changed at any given time has been changed from two (2) to three (3) at the Annual General Meeting of CAPNM May 8, 2010, Vancouver, BC
A nominating committee shall be established. The past chair of the board of directors shall be the chair of the nominating committee. Members of the nominating committee may not let their name stand for nomination. The nominating committee shall strive to ensure that there are at least twice the number of nominations than positions to be filled.
All nominees must have consented to have their name presented. Those presented prior to the meeting must have given their consent in writing. Nominations may be received from the floor at the annual general meeting if made by two members, and provided that the requirements for nominations as described in the rules are met.
6.3 The office of director shall be automatically vacated:
(i) if at a special general meeting of members, a resolution is passed by two-thirds (2/3) of the members present at the meeting that the director be removed from office;
(ii) if a director has resigned the office by delivering a written resignation to the secretary-treasurer of the CAPNM;
(iii) if the director is determined to be legally incapacitated;
(iv) if the director becomes bankrupt or suspends payment or compounds with his creditors;
(v) if a director misses twenty-five percent (25%) of meetings, or two consecutive meetings without reasonable justification;
(vi) on death;
provided that if any vacancy shall occur for any reason in this paragraph contained, the board of directors by majority vote, may, by appointment, fill the vacancy until the next AGM with a member of the CAPNM.
6.4 The directors shall serve as such without remuneration and no director shall directly or indirectly receive any profit from his position as such6. This having been said, a director who serves the CAPNM as an officer or in some other capacity may receive compensation for expenses incurred13 in this capacity.
6.5 A retiring director shall remain in office until the dissolution or adjournment of the meeting at which his retirement is accepted and his successor is elected.
6. ‘provided that a director may be paid reasonable expenses incurred by him in the performance of his duties‘ has been removed to avoid duplication at the Annual General Meeting of CAPNM May 8, 2010 Vancouver, BC
13. Amended to read 'expenses incurred' as previous wording was contradictory with the statement in the first paragraph at the Annual General Meeting of CAPNM May 12 2012 Ottawa ON
7. POWERS OF DIRECTORS
7.1 The directors of the CAPNM may administer the affairs of the CAPNM in all things and make or cause to be made for the CAPNM, in its name, any kind of contract which the CAPNM may lawfully enter into and, save as hereinafter provided, generally, may exercise all such other powers and do all such other acts and things as the CAPNM is by its charter or otherwise authorized to exercise and do.
7.2 The directors shall have power to authorize expenditures on behalf of the CAPNM from time to time and may delegate by resolution to an officer or officers of the CAPNM the right to employ and pay salaries to employees. The directors shall have the power to enter into a trust arrangement with a trust company for the purpose of creating a trust fund in which the capital and interest may be made available for the benefit of promoting the interest of the CAPNM in accordance with such terms as the board of directors may prescribe.
7.3 The board of directors is hereby authorized, from time to time
(i) to borrow money upon the credit of the CAPNM, from any bank, corporation, firm or person, upon such terms, covenants and conditions at such times, in such sums, to such an extent and in such manner as the board of directors in its discretion may deem expedient;
(ii) to limit or increase the amount to be borrowed;
(iii) to issue or cause to be issued bonds, debentures or other securities of the CAPNM and to pledge or sell the same for such sums, upon such terms, covenants and conditions and at such prices as may be deemed expedient by the board of directors;
(iv) to secure any such bond, debentures or other securities, or any other present or future borrowing or liability of the company, by mortgage, hypothec, charge or pledge of all or any currently owned or subsequently acquired real and personal, movable and immovable, property of the CAPNM, and the undertaking and rights of the CAPNM.
7.4 The board of directors shall take such steps as they may deem requisite to enable the CAPNM to acquire, accept, solicit or receive legacies, gifts, grants, settlements, bequests, endowments and donations of any kind whatsoever for the purpose of furthering the objects of the CAPNM.
7.5 The board of directors may appoint such agents and engage such employees as it shall deem necessary from time to time and such persons shall have such authority and shall perform such duties as shall be prescribed by the board of directors at the time of such appointment.
7.6 Except as otherwise provided in these by-laws14, remuneration for all officers, agents and employees and committee members shall be fixed by the board of directors by resolution.
8. DIRECTORS' MEETINGS
8.1 Meetings of the board of directors may be held at any time and place to be determined by the chair provided that at least forty-eight (48) hours electronic mail notice of such meeting shall be given to each director or at least fourteen (14) days prior notice of the meeting has been provided by regular mail15. Any such notice shall be sent to the latest email or mailing address, as the case may be, provided by the director to CAPNM. Meetings may be held by means of a teleconference. There shall be at least one (1) meeting per year of the board of directors. No error or omission in giving notice of any meeting of the board of directors or any adjourned meeting of the board of directors of the CAPNM shall invalidate such meeting or make void any proceedings taken thereat and any director may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat. Each director is authorized to exercise one (1) vote.
8.2. A majority of directors in office, from time to time, but no less than five (5)16 directors, shall constitute a quorum for meetings of the board of directors. Any meeting of the board of directors at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions by or under the by-laws of the CAPNM.
9. INDEMNITIES TO DIRECTORS AND OTHERS
Every director of the CAPNM or other person who has undertaken or is about to undertake any liability on behalf of the CAPNM or any company controlled by it and their heirs, executors and administrators, and estate and effects, respectively, shall from time to time and at all times, be indemnified and saved harmless out of the funds of the CAPNM, from and against;
14. Amended to read 'Except as otherwise provided in these by-laws', as recommended by a lawyer, at the Annual General Meeting of the CAPNM May 12 2012 Ottawa ON
15. Amended to read, 'at least forty-either hours electronic mail notice of such meeting shall be given to each director, or at least fourteen (14) days prior notice of the meeting has been provided by regular mail', for clarity at the Annual General Meeting of the CAPNM May 12 2012 Ottawa ON
16. The number of directors needed to meet quorum is changed from four (4) to five (5) directors in correspondence with the increased number of directors to eight (8) in 2010 - amended at the Annual General Meeting of the CAPNM May 12 2012 Ottawa ON
(i) all reasonable costs, charges and expenses which such director, officer or other person sustains or incurs in or about any action, suit or proceedings which is brought, commenced or prosecuted against him, or in respect of any act, deed, matter of thing whatsoever, made, done or permitted by him, in or about the good faith execution of the duties of his office or in respect of any such liability17;
(ii) except such costs, charges or expenses as are occasioned by his own willful neglect or default, other reasonable costs, charges and expenses which the director sustains or incurs in or about or in relation to the affairs thereof, provided that they comply with any policies adopted by the board with respect to recovery of any costs, charges or expenses18.
10.1 The officers of the CAPNM shall be the (A) chair, (B) vice-chair, (C) secretary-treasurer and any such other officers as the board of directors may by by-law determine. Administrative duties may be delegated to a hired staff person.
10.2 7The officers shall be appointed (for a term of one year) from among the directors of the CAPNM by resolution of the board of directors.
10.3 The officers of the CAPNM may hold office for a maximum of three (3) consecutive19 years from the date of appointment, or until their successors are appointed in their stead. Officers shall be subject to removal by resolution of the board of directors at any time.
11. DUTIES OF OFFICERS
11.1 The chair shall be the chief executive officer of the CAPNM. The chair shall preside at all meetings of the CAPNM and of the board of directors. The chair shall have the general and active management of the affairs of the CAPNM. The chair shall see that all orders and resolutions of the board of directors are carried into effect.
17. Addition of the wording 'reasonable' and 'good faith' at the recommendation of a lawyer at the Annual General Meeting of the CAPNM May 12 2012 Ottawa ON
18. Addition of 'except such costs, charges or expenses as are occasioned by his own willful neglect or default' other 'reasonable' costs... 'provided that they comply with any policies adopted by the board with respect to recovery of any costs, charges or expenses'. Amended at the recommendation of a lawyer at the Annual General Meeting of the CAPNM May 12 2012 Ottawa ON
7. ‘The officers shall be appointed from among the directors of the CAPNM by resolution of the board of directors at the first meeting of the board of directors following an annual general meeting of members’ has been removed to avoid duplication at the Annual General Meeting of the CAPNM May 8, 2010 Vancouver, BC
19. Addition of 'consecutive' to add clarity - amended at the Annual General Meeting of the CAPMN May 12 2012 Ottawa ON
11.2 The vice-chair shall, in the absence or disability of the chair, perform the duties and exercise the powers of the chair and shall perform such other duties as shall from time to time be imposed by the board of directors. The vice-chair shall be designated as the chairperson elect.
11.3 The secretary-treasurer have the custody of the funds and securities of the CAPNM and shall keep or cause to be kept full and accurate accounts of all assets, liabilities, receipts and disbursements of the CAPNM in the books belonging to the CAPNM and shall deposit or cause to be deposited all monies, securities and other valuable effects in the name and to the credit of the CAPNM in such chartered bank of trust company, or, in the case of securities, in such registered dealer in securities as may be designated by the board of directors from time to time. The secretary-treasurer shall disburse or cause to be disbursed the funds of the CAPNM as may be directed by proper authority taking proper vouchers for such disbursements, and shall render to the chair and directors at the regular meeting of the board of directors, or whenever they may require it, an accounting of all the transactions and a statement of the financial position, of the CAPNM. The secretary-treasurer shall also perform such other duties as may from time to time be directed by the board of directors
11.4 The secretary-treasurer may be empowered by the board of directors, upon resolution of the board of directors, to carry out the affairs of the CAPNM generally under the supervision of the officers thereof and shall attend all meetings and act as clerk thereof and record all votes and minutes of all proceedings in the books to be kept for that purpose. The secretary-treasurer shall give or cause to be given notice of all meetings of the members and of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or chair, under whose supervision the secretary-treasurer shall be. The secretary-treasurer shall be custodian of the seal of the CAPNM, which shall be delivered only when authorized by a resolution of the board of directors to do so and to such person or persons as may be named in the resolution.
11.5 The duties of all other officers of the CAPNM shall be such as the terms of their engagement call for or the board of directors requires of them.
The board of directors may appoint committees whose members will hold their offices at the will of the board of directors. The directors shall determine the duties of such committees and may fix by resolution, any remuneration to be paid.
The following standing committees are hereby established:
(i) Executive Committee
(ii) Finance Committee
(iii) Nominating Committee
(iv) Standards of Practice Committee
(v) Education Committee
13. EXECUTIVE COMMITTEE
13.1 There shall be an executive committee composed of the officers of the CAPNM. The executive committee shall exercise such powers as are authorized by the board of directors. Any executive committee member may be removed by a majority vote of the board of directors. Executive committee members shall receive no remuneration for serving as such, but are entitled to reasonable expenses incurred in the exercise of their duty.
13.2 Meetings of the executive committee shall be held at any time and place to be determined by the members of such committee provided that at least forty-eight (48) hours electronic mail written notice of such meeting shall be given to each member of the committee, or at least fourteen (14) days prior notice of the meeting has been provided by regular mail20. Two (2) members of such committee shall constitute a quorum. No error or omission in giving notice of any meeting of the executive committee or any adjourned meeting of the executive committee of the CAPNM shall invalidate such meeting or make void any proceedings taken thereat and any member of such committee may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat.
14. EXECUTION OF DOCUMENTS
Contracts, documents or any instruments in writing requiring the signature of the CAPNM, shall be signed by any two (2) officers and all contracts, documents and instruments in writing so signed shall be binding upon the CAPNM without any further authorization or formality. The directors shall have power from time to time by resolution to appoint an officer or officers on behalf of the CAPNM to sign specific contracts, documents and instruments in writing. The directors may give the CAPNM's power of attorney to any registered dealer in securities for the purposes of the transferring of and dealing with any stocks, bonds, and other securities of the CAPNM. The seal of the CAPNM when required may be affixed to contracts, documents and instruments in writing signed as aforesaid or by any officer or officers appointed by resolution of the board of directors.
20. Amended to match notification requirements as outlined in Bylaw 8.1 at the Annual General Meeting of the CAPNM May 12 2012 Ottawa ON
15. MINUTES OF BOARD OF DIRECTORS (AND EXECUTIVE COMMITTEE)
A copy of the minutes of the board of directors (8and the minutes of the executive committee) shall be distributed to each member of the board of directors within fifteen (15) days of the holding of such meeting21. Upon written request, such minutes shall be made available to any member of the CAPNM.
16. FINANCIAL YEAR
Unless otherwise ordered by the board of directors, the financial year-end of the CAPNM shall be December 31.
17. AMENDMENT OF BY-LAWS
The by-laws of the CAPNM not embodied in the letters patent may be repealed or amended by an affirmative vote of at least two-thirds (2/3) of the members at a meeting duly called for the purpose of considering the said by-law.
The members shall, at each annual meeting, appoint an auditor to audit the accounts and annual financial statements of the CAPNM for report to the members at the next annual meeting. The auditor shall hold office until the next annual meeting provided that the directors may fill any casual vacancy in the office of the auditor. The board of directors shall fix the remuneration of the auditor.
19. BOOKS AND RECORDS
The directors shall see that all necessary books and records of the CAPNM required by the by-laws of the CAPNM or by any applicable statute or law are regularly and properly kept.
8. The word ‘or’ has been replaced with the word ‘and’ to clarify meaning amended at the Annual General Meeting of CAPNM May 8, 2010 Vancouver, BC
21. Addition of the words 'within fifteen (15) days of the holding of such meeting' as indicating the reception of the minutes within a certain period of time is very helpful in preparing for the next meeting - amended at the Annual General Meeting of the CAPNM May 12 2012 Ottawa ON
20. RULES AND REGULATIONS
The board of directors may prescribe such rules and regulations not inconsistent with these by-laws relating to the management and operation of the CAPNM as they deem expedient, provided that such rules and regulations shall have force and effect only until the next annual meeting of the members of the CAPNM when they shall be confirmed, and failing such confirmation at such annual meeting of members, shall at and from that time cease to have any force and effect.
In these by-laws and in all other by-laws of the CAPNM hereafter passed unless the context otherwise requires, words importing the singular number or the masculine gender shall include the plural number or the feminine gender, as the case may be, and vice versa, and references to persons shall include firms and corporations.