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.
d. Signing authority for Society expenditures is given to the President, Vice-president, Secretary, Treasurer and Executive Director.
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. No more than 4 new members of the Board of Directors may be elected in any calendar 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 President, Vice-president and Secretary will request nominations for vacant positions on the Board. The 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 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 two (2) 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. Attendance at Board Meetings
An elected member of the Board of Directors may be removed from office by the Board of Directors, if said director misses, without good and substantial cause as may be determined by the Board of Directors, more than two (2) consecutive regular meetings of the Board of Directors, or more than three (3) regular meetings during any rolling 12- month period.
Section 6. 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 7. Quorum
A majority of the Board of Directors shall constitute a quorum for the transaction of business.
Section 8. 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.