Constitution and By-Laws
Constitution and By-Laws
The Society shall be known as The Canadian Society for the History of Medicine/La Société canadienne d'histoire de la médecine.
Article II -- Non-Profit Society
The work of the Society shall be carried on without purpose of financial gain for its members and any profit or other revenue which comes to the Society shall be used to promote its objectives.
Article III -- Objectives
The purpose of the Society shall be to promote study, research, and communication concerning the history of medicine, health care, and related disciplines. The Society seeks to serve all those interested in the general area of its concern. Among the ways in which it furthers its objectives are the holding of conferences and the periodical publication of research and news.
Article IV -- Languages
English and French shall be the official and working languages of the Society and shall be used for all official documents.
Article V -- Membership
- Membership in the Society shall be open to:
- individual members
- regular members; persons qualified by reason of their interest in the objectives of the Society, upon payment of the regular membership fee;
- student members: persons qualified by reason of their interest in the objectives of the Society and registered in a university of college program, upon payment of the student membership fee;
- honorary members: persons qualified by reason of their interest in the objectives of the Society and who have rendered meritorious service either to the history of medicine or to the Society, upon election by the membership;
- joint members: domestic partners who meet the qualifications of category (a) but who have applied to the Society for a reduced membership fee on the understanding that they will be provided with only a copy of all communications generated by the Society, upon payment of the joint membership fee.
- institutional members: organizations and institutions interested in the objectives of the Society, upon payment of the institutional membership fee.
- individual members
- The amount of the membership dues for all categories of members shall be such as determined by the members at an annual general meeting or approved by mail ballot, upon recommendation of the Board of Directors.
- Any member may withdraw from the society by delivering a written resignation to the secretariat of the Society.
- Any member may be required to resign following a resolution adopted by three quarters of the members present at an annual general meeting.
- Upon termination of membership, a member shall not be entitled to any refund of membership dues paid.
Article VI -- General Meetings
- An annual meeting shall be held at least once in every calendar year, normally in conjunction with the annual conference of the Society, and not more than eighteen (18) months after the last such meeting, at a place and time designated by the Board of Directors. The annual general meeting shall be held in Canada, unless the members of the Society resolve that a particular meeting be held outside Canada.
- Written notice of an annual general meeting shall be given to each member at least one month prior to the said meeting and, in the case of special business, shall include notice of the general nature of that business.
- In addition to any other business that may be transacted, the agenda of an annual general meeting shall include:
- the report of the president;
- the secretary's report;
- the annual audited financial statement;
- the auditor's report;
- the appointment of the auditor for the ensuing year; and
- the report of the nominating committee
- Elections to the Board
- A quorum for the transaction of business at an annual general meeting shall consist of five percent of the individual membership, or ten individual members, whichever is less, present in person.
- If a quorum is not present within 60 minutes after the time called for the meeting, or if there ceases to be a quorum present, the meeting shall stand adjourned to a time and place determined by the chairperson.
- Every individual member present and in good standing shall be entitled to one vote and every question shall be decided by a majority of votes unless otherwise required in other articles of this document. In cases of equality, the chairperson of the meeting shall have a deciding vote.
- The Board of directors may at any time convene a general meeting of the Society and shall convene one at the written request of ten percent or more of the members in good standing who shall state the object of such meeting.
- The Board of Directors may, from time to time, set the order of procedure to be adopted for use at the Annual General Meeting.
Article VII -- Board of Directors
- The Board of Directors shall be composed of a president, a vice-president, a past-president, a secretary, a treasurer and five members-at-large and a student representative. The office of secretary and treasurer may be combined into that of secretary-treasurer. Each of the directors at the time of her or his election and throughout her or his term of office shall be a member in good standing of the Society.
- At all times, the Board of Directors will have at least one member-at-large representing each of the following regional designations: Western and Northern Canada (all territory west and north of Ontario), Ontario, Quebec, and the Atlantic Provinces ( New Brunswick, Nova Scotia, Prince Edward Island, and Newfoundland) (iii) Directors must be individuals, 18 years of age, with power under law to contract.
- All members of the Board of Directors shall hold office for a term of two years.
- The president, vice-president, and past-president shall not normally serve in that office two consecutive terms. The secretary, the treasurer, or the secretary-treasurer shall not serve more than three consecutive terms. All other members of the Board of Directors shall not serve more than two consecutive terms.
- To maintain continuity and staggering of terms of office in the event of resignation, death or removal of a Board member from office, the Board shall designate a successor to serve the balance of the unexpired term, or to begin a new term.
- execute the decisions of the general meetings;
- define orientations and policies related to the objectives of the Society and consult the membership whenever appropriate;
- authorize necessary expenditures and contracts; authorize the borrowing of money and banking; appoint signing officers, employees and/or agents;
- delegate powers to officers, appoint and delegate responsibilities to committees;
- appoint editors of any Society publication;
- determine the time and place of the annual general meeting;
- conduct any other activity relevant to the objectives of the Society;
- provide an annual audit of the accounts of the Society.
- A quorum at meetings of the Board of Directors shall be a simple majority of its members.
- All questions shall be determined by a majority of votes. In cases of equality, the President shall have a deciding vote.
- Meetings of the Board of Directors shall be at the call of the President, subject to the provision that there shall be at least one meeting of the Board of Directors per year. Written notice shall be given to all members of the Board of Directors at least one month prior to any meeting of the Board.
- Positions on the Board of Directors becoming vacant between elections shall be filled by appointments of members of the Board of Directors.
- The members may, by resolution passed by at least three-quarters of the votes cast at a general meeting of which notice specifying the intention to pass such resolution has been given, remove any director from office before the expiration of her or his term of office.
- The Board of directors shall be charged with the responsibility of maintaining Society archives and records.
- Directors shall serve without remuneration, salary, or profit from the position of director, but they may be reimbursed reasonable expenses incurred in the performance of their duties.
Article VIII -- Elections
- Only individual members of the Society whose permanent residence is in Canada may hold elected office in the Society; all individual members may vote in elections.
- A Nominating Committee shall be responsible for preparing a slate of candidates for vacant positions with a reasonable balance according to gender, language, and region.
- The Nominating Committee shall call for nominations from the general membership, by e-mail as well as a posting on the Society website, and shall include all such nominees supported by three members and who agree to be candidates on the ballot of candidates for election.
- The Nominating Committee may put forward its own nominees to the Board of Directors.
- The Nominating Committee shall put forward for consideration of the membership any nomination for honorary membership, so long as such nomination is endorsed by ten members of the Society.
- The Nominating Committee may put forward its own nominees for honorary membership.
- The election shall be conducted at the annual general meeting.
- The election shall be determined by a simple plurality of votes cast.
Article IX -- Officers
- The officers of the Society shall be the president, the vice-president, the past-president, the secretary and the treasurer, or the secretary-treasurer.
- The officers shall have a working knowledge of English and French.
- Normally, upon completion of a full term, the vice-president shall automatically become president. Normally, upon completion of a full term, the president shall automatically become past- president.
- The president shall be the chief executive officer of the corporation, shall preside at all meetings of the corporation and of the Board of Directors, shall have the general and active management of the affairs of the corporation, and shall see that all orders and resolutions of the Board of directors are carried into effect.
- The vice-president shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties as shall from time to time be assigned by the president.
- The past-president shall, in the absence or disability of both the president and the vice-president, perform the duties and exercise the powers of the president and of the vice-president and shall perform such other duties as shall from time to time be assigned by the president.
- The secretary shall:
- attend all meetings and act as clerk thereof and record all votes and minutes of all proceedings;
- give or cause to be given notice of all meetings of the members and of the Board of Directors;
- perform other duties as may be prescribed by the Board of Directors or president, under whose supervision she or he shall be.
- The treasurer shall:
- have the custody of the funds and securities of the corporation;
- keep full and accurate accounts of all assets, liabilities, receipts and disbursements of the corporation in the books belonging to the corporation;
- deposit all monies, securities and other valuable effects in the name and to the credit of the corporation in such chartered bank or trust company, or, in the case of securities, with such registered dealer in securities as may be designated by the Board of Directors from time to time;
- disburse the funds of the corporations as may be directed by proper authority, taking proper vouchers for such disbursements;
- render to the president and directors at the regular meeting of the Board of Directors, or whenever they may require it, an accounting of all transactions and a statement of the financial position of the corporation; and
- perform such other duties as may from time to time be directed by the Board of Directors.
- The combined office of secretary-treasurer, when in effect, shall encompass the duties of both the secretary and the treasurer.
Article X -- Finances
- The fiscal year of the Society shall terminate on the last day of March in each year or on such other day as may from time to time be determined by the Board of Directors.
- The Board of Directors shall cause to be kept by the treasurer under her or his control proper records and accounts of all transactions of the Society.
- The accounts and financial statement of the Society shall be examined each year by the auditor appointed by the Board prior to the Annual General Meeting. The financial statement and auditor's report shall be present at the Annual General Meeting.
- All cheques, bills of exchange or other orders for payment of money, notes or other evidence of indebtedness issued in the name of the Society shall be signed by such persons and in such manner as shall from time to time be determined by the board of Directors.
- The Board of Directors may decide on any financial transactions it sees fit to further the objects of the Society: borrowing, loans, endorsements, credit margins, investments, fixed assets, etc.
Article XI -- Seal and Instruments
- The Board of Directors may provide for a common seal which shall bear the name of the Society.
- The seal shall only be used when authorized by a resolution of the Board of Directors and the seal shall be affixed only to those instruments specified in the resolution.
- Every instrument to which the seal is affixed shall be signed by the president and shall be countersigned by one other member of the Board of Directors appointed for that purpose by the Board of Directors.
Article XII -- Constitutional Changes
- Any member who has secured the signatures of ten other members in good standing may submit an amendment to this Constitution to the secretary of the Society.
- The secretary shall distribute a mail ballot to the membership on the proposed amendment(s) or shall circulate to the membership the proposed amendment(s) to be considered and voted on at the Annual General Meeting, at least two months prior to the said meeting.
- When a mail ballot is conducted, ratification of the change shall require the approval of two-thirds of the members who return the ballot within the specified time; when discussed at an Annual General Meeting, ratification of the change shall require the approval of two-thirds of the members present at the said meeting.