Bylaws

Article I

Name

 

The name of this organization shall be the Canadian Society for the Advancement of Gynecologic Excellence (CanSAGE) / Société Canadienne pour la Promotion de l’Excellence Gynécologique (SCanPEG)

Article II

 

Mission Statement

 

The mission of the Canadian Society for the Advancement of Gynecologic Excellence is to promote and maintain high standards of excellence in the diagnosis and management of complex gynecologic conditions.  The society is committed to ensuring quality education, providing a national forum for discussion of clinical and basic research and promoting improved ways to deliver quality patient care.

Article III

Membership

 

Section 1. Classes of Membership

a. There will be four classes of membership

1. Regular Membership

2. Associate Membership

3. Resident/Fellow Membership

4. Life Membership

 

b. Regular, Honorary and Resident/Fellow members paying dues shall have the right to vote on CanSAGE matters.

 

Section 2. Qualifications

a. Regular Membership:  To be eligible to become a regular member of CanSAGE, an applicant must be a fully paid physician member in good standing of their provincial medical licensing agency.

b. Associate Membership:  To be eligible to become an associate member of CanSAGE, an applicant should be a professional in the health care field.

c. Resident/Fellow Membership:  Resident/Fellow members shall be those in Obstetrics and Gynecology training programs. Applications to this category must be accompanied by verification of training status by the Residency Program Director.  Upon completion of their training, Resident/Fellow members will be eligible for regular membership.

 

d. Life Membership:  Life members must have been a member of CanSAGE for a minimum of 15 years and must be retired from active clinical practice.

Section 3.  Admission to Membership

a. Procedures for admission:  The procedures for admission of new members shall be supervised by the Board of Directors.

 

b. Application:  Application for membership shall be made on the form provided by CanSAGE.  Upon receipt of the application properly completed, and the payment of the required dues, the Executive of the Board of Directors shall make independent investigation if deemed appropriate to determine whether the applicant meets all requirements for membership.

 

c. Election:  Upon completion of the application and payment of dues, applicants for membership shall be deemed pertinent in evaluating the membership application.  The applicant shall become a member of CanSAGE upon favourable action by the Board of Directors.  No person shall have the right to be admitted as a member.  Membership is a privilege which may be granted only the Board of Directors in it absolute discretion.  An application for membership shall not be reconsidered, once it has been rejected by the Board of Directors, until at least 6 months time has elapsed from the date of such rejection.

Article IV

Dues

 

Section 1.  Dues

The Board of Directors has the right to determine the amount to be paid by the members as annual dues in the future.

 

Section 2.  Delinquency

Any member who is delinquent in the payment of annual dues  shall be dropped from the rolls of CanSAGE and all rights and privileges of membership shall be terminated.

 

Section 3.  Reapplication

Any member dropped form the rolls of CanSAGE for nonpayment of dues may apply for membership at any time upon payment of CanSAGE membership dues.  Membership will be restored upon the approval of the Board of Directors.

Article V

Termination of Membership

 

Section 1.  Resignation or Death

All rights and privileges of any member shall be terminated upon written resignation or upon death.

 

Section 2.  Nonpayment of Dues

A member shall be dropped from the rolls of CanSAGE for failure to pay annual dues within 2 months after they become due.

Section 3.  Revocation of License

Any regular member whose license to practice medicine is revoked or suspended by any provincial or other appropriate authority may have membership terminated.

 

Section 4.  Qualifications

Any member who fails to meet and maintain all of the qualifications for the membership shall have membership terminated.

 

Section 5.  Expulsion

a. In addition to the provisions of Sections 1 through 4 of this Article, the Board of Directors may expel, suspend or terminate a member for good and sufficient cause.

 

b. The Board of Directors shall give thirty (30) days written notice to a member of any expulsion, suspension or termination.  Such notice shall state the reasons for the expulsion, suspension or termination.

 

c. Any member who wishes to respond to a notice of expulsion, suspension or termination shall provide a written response to said notice not less than fifteen (15) days before the effective date of the expulsion, suspension or termination.

 

d. If the Board of Directors receives a written response to a notice of expulsion, suspension or termination as provided for in Article V, Section 5c, the Executive of the Board shall reconsider the notice of expulsion, suspension or termination in light of the written response, and shall recommend to the Board of Directors, either modification, affirmation or rescinding said notice.  The Board of Directors shall give written notice within 30 days to the member of its action.

Article VI

 

Officers

 

Section 1.  Number

The officers of CanSAGE shall consist of the following: President, Vice President, Past President, Secretary, Treasurer, Executive Director and Members at Large (2).

 

Section 2. Election and Term of Office

a. Prior to each Annual Business Meeting the voting members shall elect a member to assume the office of the Secretary.  That person shall serve a two (2) year term on the Executive Committee and shall succeed to the office of Vice-President in the second year of said term and President in the third year of said term.  The term of office shall begin after the last scheduled meeting of the Board of Directors in the year of election.  In the event of no meeting, the term of office will begin on January 1st of the year following the election.

 

b. In the event a vacancy occurred by the death, resignation or removal of an officer, the Vice-President will fill the unexpired term of the President before succeeding to that position; Secretary-Treasurer will fill the unexpired term of the Vice-President before succeeding to that position; the Secretary-Treasurer’s position should be filled within 120 days by a vote of the general membership from two candidates selected by the nominating committee; should two or more vacancies occur within the same year, the Board of Directors may leave a position unfilled and the duties of the officer divided amongst the Executive Committee or the vacant position(s) may be filled for the remainder of the term by a vote of the general membership from two candidates selected by the nominating committee.

 

c. Nominees for the position of Secretary shall be nominated in the same manner as for selecting nominees for the position of Directors as provided for in Article VIII, Section 4, except that they must be a gynecologist.

d. Nominees for the position of Treasurer shall be nominated in the same manner as for selecting nominees for the position of Directors as provided for in Article VIII, Section 4, except that they must be a gynecologist

e. The Secretary and Treasurer shall be elected by the general membership in the manner provided for voting for Directors in Article VIII, Section 4 of these Bylaws.

f. Officers must be members in good standing with the CanSAGE.

Section 3. Duties

a. President:  The President shall preside at all meetings of the CanSAGE, the Executive Committee and Board of Directors. The President shall perform all duties associated with the office of President including the selection and direction of all committees authorized by the Board of Directors.  The President shall be an ex-officio member of all committees except the Nominations Committee.

 

b. Vice-President: The Vice-President shall perform such duties as are assigned by the Board of Directors.  The Vice-President shall be a member of the Nominating Committee.

 

c. Secretary:  The Secretary shall keep a record of all meetings of the CanSAGE, the Executive Committee and the Board of Directors. The Secretary shall perform all of the ordinary duties usually associated with the offices of Secretary.

 

d. Treasurer: The Treasurer shall supervise the collection of all monies and authorized disbursements and render an account thereof at the Annual Business Meeting.  The Treasurer shall perform all of the ordinary duties usually associated with the offices of Treasurer.

Article VII

Executive Committee

 

Section 1.  Members

The Executive Committee shall consist of the President, Vice-President, Secretary, Treasurer and immediate past president (ex-officio), Executive Director and 2 members at large.

 

Section 2.  Powers of the Executive Committee

The Executive Committee may, when necessary, exercise all of the powers of the Board of Directors during the interim period between meetings of the Board.  Decision by the Executive Committee may be made by a majority, thereof, of the Committee, and such decisions may be made by any form of communication, including telephonic, email and fax between members thereof, without the necessity of a meeting.  All decisions made by the Committee shall be memorialized in writing and distributed to the Board of Directors for their approval.  The Executive Committee will serve as the Finance Committee.

 

Section 3.  Meetings of the Executive Committee

Meetings of the Executive Committee shall be at such times and places as are designated by the President of the CanSAGE or Chairman of the Board of Directors.  Telephone or written notice of such meetings shall be given to all members of the Executive Committee.  Except in an emergency, such notice shall be given at least two (2) weeks in advance of the meeting.

Article VIII

Board of Directors

 

Section 1. Members

The Board of Directors shall consist of the Executive Committee and 5 members elected by the CanSAGE membership.  One member will be selected from each of the following geographic areas: 1) Atlantic Canada; 2) Ontario; 3) Quebec; 4) Central Canada; 5) British Columbia.  Members of the Board of Directors must be members of the CanSAGE in good standing.

 

Section 2. Powers of the Directors

The full and complete power and authority to manage and control all of the assets and activities of CanSAGE shall be vested in the Board of Directors.  Without limiting the generality of the foregoing, the Board of Directors shall have the following purposes:

 

a. To conduct, manage and control the affairs and business of CanSAGE and to make such rules and regulations therefore consistent with the Articles of Incorporation or the Bylaws, as they may deem best.

 

b. To foster and promote publications and contributions to medical and other scientific literature connected with the objects and purposes of CanSAGE.

 

c. A member of the Executive Committee or Board of Directors, who has not continued to meet the qualification for membership; for academic malfeasance; or for their actions inappropriate for their elected position may be removed from office.  Due process shall be the same as Termination of Membership Article V, Sections 1 through 5.

Section 3.  Term of Directors elected by members

a. Term of Office for Directors elected by membership prior to the Annual Business Meeting of members shall be two (2) years, or until election of their successors.  The term of office shall begin after the annual business meeting of the Board of Directors in the year of election.  In the event of no annual business meeting, the term of office will begin on January 1st of the year following election.

 

b. Two directors shall be elected each year.

 

c. Each CanSAGE member shall be entitled to cast one vote by ballot for each of the Director positions to be filled.  The persons equal in number to the number of offices to be filled obtaining the highest number of votes shall be declared elected.

Section 4. Nomination and election of directors elected by the members

a. At least 75 days but no earlier than 120 days in advance of the date of the Annual Business Meeting, a Nominating Committee consisting of the Current Vice-President and the three immediate past-presidents shall submit to the Secretary a list of nominees which shall contain one more name than there are Directors to be elected.  The immediate past president will chair the Nominating Committee.

 

b. The Nominating Committee will only select candidates from the current membership of the CanSAGE.

 

c. The Nominating Committee will also consider as possible candidates those CanSAGE members who wish to be considered as a candidate for a CanSAGE office and whose request is supported by letters from at least three (3) members of CanSAGE and submitted at least 120 days in advance of the date of the Annual Business Meeting.

 

d. Nominations for Directors to be elected by the membership prior to the Annual Business Meeting may also be made by petition.

1.            In order to be valid, any such petition for nomination shall be (1) in writing, (2) delivered to the Secretary 120 days prior to the Annual Meeting, (3) signed and dated by members whose signatures shall have been obtained with eleven (11) months preceding such Annual Meeting, and (4) signed by members who shall have voting rights at the time of such delivery to the Secretary.

2.            In the event a valid nomination made by this petition results in more than the authorized number of candidates as listed Article VI, Section 2a and Article VIII, Section 1, no candidate will assume office unless elected by at least a simple majority of the votes received.  In the event no candidate is elected a subsequent run off election will be held from the two candidates receiving the highest number of votes.

3.            If a run off election is required, ballots will be mailed prior to the Annual Meeting.  To be counted, ballot forms must be received by the current Secretary within not more than twenty-one (21) days after closure of the Annual Meeting.

c. The nominating process shall close no later than 5:00 PM seventy-five (75) days prior to the first day of the Annual Business Meeting, or if that day falls on a weekend, or holiday, at 5:00 PM on the next succeeding business day.  Dates and times shall be those at the location of the primary office of CanSAGE.

d. Voting for Directors chosen by members shall start no less than forty-five (45) days prior to the Annual Meeting.  Confidential ballots shall be sent to each voting member containing the names of those candidates nominated by the Nominating Committee and those candidates nominated by petition.  To be counted, ballots must be received by the Secretary not less than fourteen (14) days prior to the date of the Annual Business Meeting.

 

e. There shall be no proxies in the election for Directors.

 

f. The results of the election shall be announced at the Annual Meeting.

Section 5.  Vacancies

Any vacancy occurring on the Board of Directors for any reason (except as specified in Article VI, Section 2b) may be filled by appointment by the remaining members of the Board of Directors.  The person so chosen shall serve until the expiration of the unexpired term of the person whom they replace.

 

Section 6.  Quorum

A majority of the Board of Directors shall constitute a quorum for the transaction of business.

 

Section 7. Roberts Rules of Order will be followed at all meetings of CanSAGE

 

The rules contained in Roberts Rules of Order shall govern the organization in all cases to which they are applicable and in which they are not inconsistent with these by-laws.

Article IX

Meetings of the Membership

 

Section 1.  Annual Meeting

A meeting of the membership of CanSAGE, to be known as the Annual Business Meeting, shall be held once a year.

 

Section 2.  Time and Place

The time and place of the Annual Meeting shall be designated by the Board of Directors.  The Secretary shall give notice of this meeting by mail to each member of the CanSAGE not less than forty-five (45) days before the date of the meeting.

Section 3.  Special Meetings


Special meetings of the membership of CanSAGE may be called by the Board of Directors for such time and place as it may designate, provided notice thereof by mail shall have been given to each member of CanSAGE no less than thirty (30) days before the date of the meeting.  Said notice shall state the purpose or purposes for which the meeting is called.

 

 

Section 4.  Quorum

The voting members of CanSAGE present shall constitute a quorum for the transaction of business at the Annual Meeting or any specially called meeting of the membership of CanSAGE.

Article X

Corporate Seal

 

To be developed pending incorporation.

Article XI

Books and Records

 

CanSAGE shall keep complete and correct books and records of account and shall also keep minutes of the proceedings of the Board of Directors, Executive Committee, committees and meetings of its members.  CanSAGE shall also keep at its principal office a record of the names and addresses of the members of CanSAGE entitled to vote.  All books and records of CanSAGE may be inspected by any member of CanSAGE for any proper purpose at any reasonable time.

Article XII

Miscellaneous Provisions

 

Section 1.  Rules

The Board of Directors may adopt rules to cover any matters not covered by these Bylaws.  Such rules may be adopted, modified or rescinded by action of a majority of the Board of Directors.

 

Section 2.  Dissolution of CanSAGE

CanSAGE is not organized, nor shall it be operated, for pecuniary gain or profit, and it does not contemplate the distribution of gains, profits or dividends to the members thereof and is organized solely for nonprofit purposes.  The property, assets, profits and net income of the CanSAGE are irrevocably dedicated to the charitable and educational purposes and no part of the profits or net income of CanSAGE shall never inure to the benefit of any Director, officer or member thereof.  Upon the dissolution of CanSAGE, after paying or adequately providing for its debts and obligations, the remaining assets shall be distributed to a nonprofit fund, foundation or corporation, which is organized and operated exclusively for charitable, education, religious and/or scientific purposes.

Article XIII

Amendments

 

Section 1.  Proposing and Adopting Amendments

Any voting member of CanSAGE may offer a proposed amendment to the Bylaws.  Any proposed amendment shall be presented to the Bylaws Committee, which shall study the proposed amendment and present a recommendation to the Board of Directors at its next meeting or at a special meeting called for the purpose.  The full text of the proposed amendment shall be mailed with the notice of meeting to each voting member at least sixty (60) days prior to the Annual Meeting.  To be ratified it must be approved by two-thirds of the voting members present at the Annual Meeting.  If the Bylaws Committee or the Board of Directors shall not approve the amendment, such proposed amendment may be brought to the membership at the Annual Meeting for vote if supported by the signatures of ten (10) percent of all of the voting members of CanSAGE.

Article XIV

Committees

Section 1. Standing Committees

The CanSAGE shall have the following standing committees.

a. Bylaws and Constitution

b. Membership

 

c. Nominating

 

d. Continuing Medical Education

 

e. Guideline Development

Section 2.  Other committees

The CanSAGE president may create ad hoc committees at his/her discretion during his/her term in office.  Ad Hoc Committees will terminate after one year unless renewed by the President.

Section 3. Members of the committee

The president shall select, except as specified in Article VII, Section 1; Article VII, Section 2; and Article VIII, Section 4a: the chairman and members of all committees.  Members selected to committees will be subject to approval of the Board of Directors.

 

Section 4. No member shall chair a committee longer than three years

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Bylaws of the Canadian Society for the Advancement of Gynecologic Excellence / Société Canadienne pour la Promotion de l’Excellence Gynécologique