By-Laws

1. “Act” means the Canada Not-For-Profit Corporations Act S.C. 2009, c.23, as from time to time amended, and including the regulations promulgated thereunder, all as may be amended, revised, supplemented or otherwise modified from time to time;
2. “Articles” means the original or restated articles of incorporation or articles of amendment, amalgamation, continuance, reorganization, arrangement or revival of the Corporation;
3. “Board” means the board of directors of the Corporation;
4. “By-laws” shall mean this By-law No. 1 and all other by-laws of the Corporation in effect from time to time;
5. “Director” or “Directors” shall mean any one or more individuals, respectively, who from time to time have been duly elected or appointed to serve on the Board;
6. “Member” or “Members” shall mean any one or more persons, respectively, who have been admitted to membership in the Corporation by the Board in accordance with the By-laws;
7. “Officer” or “Officers” shall mean any one or more persons, respectively, who have been appointed as officers of the Corporation in accordance with the By-laws;
8. “ordinary resolution” means a resolution passed by a majority of not less than 50% plus one of the votes cast on that resolution;
9. “person” shall mean an individual, a corporation, a partnership, a trust, an unincorporated organization, association or club, the government of a country or any political subdivision thereof, or any agency or department of any such government, and the executors, administrators or other legal representatives of an individual in such capacity; and
10. “special resolution” means a resolution passed by means a resolution passed by not less than two-thirds (2/3) of the votes cast on that resolution.

1. 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. Whenever the terms “include”, “includes” or “including” are found in this By-law, they shall be deemed to be followed by the words “without limitation”.
2. Headings used in the By-laws are inserted for reference purposes only and are not to be considered in construing the terms and provisions thereof or to be deemed in any way to clarify, modify or explain the effect of such terms or provisions.
3. To the extent of any conflict between the provisions of the By-laws and the provisions of either the Act or the Articles, the applicable provisions of the Act or the Articles shall govern.
4. The invalidity or unenforceability of any one or more provisions of the By-laws shall not affect the validity or enforceability of the remaining provisions of the By-laws.

1. The Board shall consist of the number of Directors specified in the Articles. If the Articles provide for a minimum and maximum number of Directors, the Board shall be composed of the fixed number of Directors as determined from time to time by the Members by ordinary resolution or, if the ordinary resolution empowers the Directors to determine the number, by ordinary resolution of the Board.
2. For so long as the Corporation is a “soliciting corporation” (as that term is defined in the Act), at least two (2) Directors shall not be Officers or employees of the Corporation or its affiliates.

1. Approximately four (4) months prior to each annual meeting of Members, a nomination committee (the “Nomination Committee”) shall be appointed annually by the Board. The Nomination Committee shall determine the number of Directors to be elected at the next annual meeting of Members in order to comply with the composition of the Board set out in Section 3.1 and Section 3.2 above. The Nomination Committee will then issue a call for nominations for each available Director position not less than ninety (90) days prior to the annual meeting of Members. The period for nominations by Members and the nominations process by Members will close on the 30th day prior to the annual meeting of Members (the “Close of Nominations”).
2. After the Close of Nominations, the Nomination Committee shall compile a list of nominees for additional Directors required to complete the number of Directors comprising the Board from time to time. The Nomination Committee shall prepare ballots identifying all nominees from the Members, and submit ballots to each Member at least sixty (60) days prior to the annual meeting of Members.
3. Members shall return their ballots to the Corporation not less than twenty (20) days prior to the annual meeting of Members. Each Member shall have one (1) vote for each of the available Director positions.
4. The Secretary shall, no fewer than twenty (20) days prior to the annual meeting of Members, appoint three (3) scrutineers who shall be neither Directors nor candidates for election to the Board, who shall tabulate the ballots received from the Members. Directors will be declared elected on the basis of a plurality of votes cast by the Members, as verified by the scrutineers, and the results of the ballot shall be submitted to the Members not less than fifteen (15) days prior to the annual meeting of Members. The Members shall then confirm the election of the Directors at the annual meeting by confirming the the results of the ballot voting.
5. No election or appointment of a person as a Director shall be effective unless such person consents in writing to act as a Director within ten (10) days of being so elected or appointed.

1. A person may serve as a Director for a maximum of two (2) consecutive terms of three (3) years each. No person shall be elected as a Director for more terms than will exceed six (6) consecutive years of service, except by special resolution of the Members. Following a break in continuous service of a least one (1) year, an individual may be re-elected as a Director.
2. It is not necessary that all Directors elected at a meeting of Members hold office for the same term. The Board may seek staggered term limits for Directors such that not more than fifty (50%) percent of the Directors leave office at any one annual general meeting. This may include designation of the terms of certain positions open for election for a duration of two (2) or four (4) years instead of three (3) years, in order to balance the level of experience among Directors.

1. the Director resigns by delivering a resignation to the Corporation, which resignation shall be effective at the time it is received by the Secretary or at the time specified in the resignation, whichever is later;
2. the Director becomes disqualified in accordance with Section 3.3;
3. the Director is convicted of an indictable offence;
4. the Director is removed in accordance with Section 3.10; or
5. the Director dies.

1. the Director misses two (2) consecutive meetings of the Board without the prior leave of the Board; or
2. for any other reason that the Board in its sole and absolute discretion considers to be reasonable, having regard to the purpose and mission of the Corporation.

1. a president (the “President”) shall be the chief executive officer of the Corporation and shall be responsible for the general and active management of the affairs of the Corporation. The President shall chair all meetings of the Corporation and of the Board. The President shall have such other powers and duties as the Board may specify. The President shall see that all orders and resolutions of the Board are carried into effect. During the absence or disability of the President, the President’s duties shall be performed, and powers exercised, by the Vice-President;
2. a vice-president (the “Vice-President”) shall, in the absence or disability of the President or the Secretary, perform the duties and exercise the powers of the President or Secretary, and shall have such other powers and duties as the Board may specify; and
3. a secretary-treasurer (the “Secretary”) shall (i) attend all meetings and act as clerk thereof and shall ensure accurate record keeping of all proceedings by the Executive Director or other person as decided by the Board of Directors; and (ii) oversee the custody of the funds and securities of the Corporation and ensure that full and accurate accounts of all assets, liabilities, receipts and disbursements of the Corporation are kept. The Secretary shall, in the absence or disability of the Vice-President, perform the duties and exercise the powers of the Vice-President and shall have such other powers and duties as the Board may specify from time to time.

1. In the absence of a written agreement to the contrary, the Board may remove, whether for cause or without cause, any Officer of the Corporation. Unless so removed, an Officer shall hold office until the earlier of:
   1. the Officer’s successor being appointed;
   2. the Officer’s resignation;
   3. the Officer ceasing to be a Director (if a necessary qualification of appointment);
      or
   4. the Officer’s death.
2. If any office of the Corporation shall be or become vacant, the Board may, by ordinary resolution, appoint a person to fill such vacancy.

1. (i) be Members in good standing;
2. (ii) be individual persons aged 18 years of age or older;
3. (iii) not be a person who has the status of a bankrupt; and
4. (iv) not be a person who has been declared incapable by a court in Canada or in another jurisdiction.

To be eligible to elected President, the delegate must have served a minimum of two (2) terms as a director or one term as Vice-President.

To be eligible to elected Vice-President, the delegate must have served a minimum of one (1) term as a director.

To be eligible to elected Secretary-Treasurer the delegate must have served a minimum of one (1) year as a director.

If no qualified Members are able to fill an officer position where a vacancy exists, the Directors may, by special resolution, nominate a Director for an officer position as deemed appropriate.

1. all costs, charges and expenses which such Director, Officer or other person sustains or incurs in or about any action, suit or proceeding which is brought, commenced or prosecuted against such Director, Officer or other person, or in respect of any act, deed, matter or thing whatsoever, made, done or permitted by such Director, Officer or other person, in or about the execution of the duties of such Director’s, Officer’s or other person’s office or in respect of any such liability; and
2. all other costs, charges and expenses which a Director, Officer or other person sustains or incurs in or about or in relation to the affairs of the Corporation or such other corporation; except such costs, charges or expenses as are occasioned by such Director’s, Officer’s or other person’s own wilful neglect or default.

1. Subject to the Articles, there shall be one (1) class of Members in the Corporation. Membership in the Corporation shall be available only to persons interested in furthering the Corporation’s purposes and who have applied for and been accepted into membership in the Corporation by resolution of the Board or in such other manner as may be determined by the Board. Each Member shall be entitled to receive notice of, attend and vote at all meetings of the members of the Corporation.
2. Pursuant to subsection 197(1) (Fundamental Change) of the Act, a special resolution is required to make any amendments to this section of this By-law if those amendments affect membership rights and/or conditions described in paragraphs 197(1)(e), (h), (l) or (m) of the Act.

1. Membership in the Corporation is a privilege which shall be limited to medical doctors who:
   1. hold faculty appointments within the Schulich School of Medicine & Dentistry, Western University;
   2. hold privileges in a hospital or clinical facility affiliated with Western University;
   3. apply for membership in the Corporation or have otherwise consented to becoming a Member;
   4. have paid annual membership dues, if any; and
   5. are otherwise qualified for membership under the Act.
2. As long as it does not conflict with the above qualifications, the Board may also pass membership rules, providing, amongst other things, for the admission of Members (who meet the above qualifications) by the Secretary. Each Member shall be promptly informed by the Secretary of their admission as a Member. There shall be maintained at the head office of the Corporation, a list of Members in good standing.

1. The Board shall have authority to suspend all or any of the membership privileges of any Member or expel any Member from the Corporation for any one or more of the following grounds:
   1. violating any provision of the Articles, By-laws, contractual obligations or written policies of the Corporation;
   2. carrying out any conduct which may be detrimental to the Corporation as determined by the Board in its sole discretion; or
   3. for any other reason that the Board in its sole and absolute discretion considers to be reasonable, having regard to the purpose of the Corporation.
2. In the event that the Board determines that a Member should be expelled or suspended from membership in the Corporation, the President, or such other Officer as may be designated by the Board, shall provide 20 days prior notice of suspension or expulsion to the Member and shall provide reasons for the proposed suspension or expulsion. The Member may make written submissions to the President, or such other officer as may be designated by the Board, in response to the notice received within such 20 day period. In the event that no written submissions are received by the President, the President, or such other officer as may be designated by the Board, may proceed to notify the Member that the Member is suspended or expelled from membership in the Corporation. If written submissions are received in accordance with this Section, the Board will consider such submissions in arriving at a final decision and shall notify the Member concerning such final decision within a further 20 days from the date of receipt of the submissions. The Board’s decision shall be final and binding on the Member, without any further right of appeal.
3. Such termination of membership shall not prejudice the Member’s right to apply for re-admission.
4. Membership of any Director of the Corporation shall not be terminated unless such Director has first been removed as a Director of the Corporation pursuant to Section 3.9 of these By-laws.

1. the Member dies or resigns;
2. the Member is expelled pursuant to the procedures described under Section 9.4;
3. the term of membership has expired without renewal; or
4. the Corporation is liquidated and dissolved under the Act

Notwithstanding a resignation or termination, a Member shall remain liable for payment of any outstanding membership dues levied or which became payable by the Member prior to such person’s resignation or termination.

1. The Board may, by resolution, from time to time set membership dues.
2. Membership in the Corporation will terminate on the date which is four (4) months after the date for payment of annual membership dues (if any), unless the dues have been paid.
3. Membership will be re-instated upon payment of all arrears of membership dues.

1. Notice of the time and place of a meeting of Members shall be given to each Member entitled to vote at the meeting by telephonic, electronic or other communication facility to each Member entitled to vote at the meeting, during a period of 21 to 35 days before the day on which the meeting is to be held. If a Member requests that the notice be given by non-electronic means, the notice will be sent by mail, courier or personal delivery.
2. Pursuant to subsection 197(1) (Fundamental Change) of the Act, a special resolution of the Members is required to make any amendment to the By-Laws of the Corporation to change the manner of giving notice to members entitled to vote at a meeting of Members.
3. Notice of any meeting shall contain sufficient information to permit the Members to form a reasoned judgment on any matter to be considered at such meeting. No error or omission in giving notice of any meeting of Members or any adjourned meeting of Members, shall invalidate such meeting or make void any proceedings taken thereat and the Members may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat. The statutory declaration of the President or the Secretary that notice has been given shall be sufficient and conclusive evidence of the giving of such notice.

1. Except as expressly provided herein and in the Articles and unless otherwise expressly provided by the Act, at all meetings of the Members, every question shall be determined by ordinary resolution at the meeting.
2. Each Member having voting rights shall be entitled to cast one (1) vote on each matter which comes before the Members at each meeting of Members and the chairperson at any meeting of the Members shall not be entitled to a second, extra or casting vote in the case of a tie vote at any such meeting.
3. Every question shall be decided in the first instance by a show of hands, or by any other accessible means declared by the chairperson prior to such decision which enables the full participation of all the Members, unless a poll be demanded by any Member. A declaration by the chairperson of the meeting that a resolution has been carried and an entry to that effect in the minutes shall be prima facie proof of the fact without proof of the number or proportion of the votes recorded in favour or against such resolution.

1. Pursuant to section 171(1) (Absentee Voting) of the Act, a Member entitled to vote at a meeting of Members may vote by mailed-in ballot or by means of a telephonic, electronic or other communication facility if the Corporation has a system that:
   1. enables the votes to be gathered in a manner that permits their subsequent verification, and
   2. permits the tallied votes to be presented to the Corporation without it being possible for the Corporation to identify how each Member voted.
2. Pursuant to subsection 197(1) (Fundamental Change) of the Act, a special resolution of the Members is required to make any amendment to the By-Laws of the Corporation to change this method of voting by Members not in attendance at a meeting of Members.

1. Any Member with a right to vote at a meeting of Members may, by means of a written or printed form of proxy that complies with the Act, appoint a proxyholder or proxyholders and one or more alternate proxyholders, who shall be an accredited delegate of another Member with a right to vote at such meeting and on such issue, to attend and act at such meeting of the Members in the manner and to the extent authorized by the proxy and with the authority conferred by the proxy. No individual shall be authorized, whether by accreditation or proxy, to represent more than two (2) Members with a right to vote at such meeting and on such issue.
2. The Board may from time to time make regulations regarding the lodging of proxies at some place or places other than the place at which a meeting or adjourned meeting of Members is to be held. The chairperson of any meeting of Members may, subject to any regulations as aforesaid, in the chairperson’s discretion, accept electronic or written communication as to the authority of any person claiming to vote on behalf of and to represent a Member notwithstanding that no proxy conferring such authority has been lodged with the Corporation, and any votes given in accordance with such electronic or written communication accepted by the chairperson of the meeting shall be valid and shall be counted.

1. Subject to the Articles, the Board may, by ordinary resolution, make, amend or repeal any By-Laws that regulate the activities or affairs of the Corporation. Any such By-Law, amendment or repeal shall be effective from the date of the resolution of Directors until the next meeting of the Members where it may be confirmed, rejected or amended by the Members by ordinary resolution. If the By-Law amendment or repeal is confirmed or confirmed as amended by the Members it remains effective in the form in which it was confirmed. The By-Law, amendment or repeal ceases to have effect if it is not submitted to the Members at the next meeting of Members or if it is rejected by the Members at the meeting.
2. This Section does not apply to a By-Law that requires a special resolution of the Members according to subsection 197(1) (Fundamental Change) of the Act because such By-Law amendments or repeals are only effective when confirmed by members.

1. such Member at such Member’s latest address as shown on the records of the Corporation;
2. such Director at such Director’s latest address as shown in the records of the Corporation or in the last notice filed under Section 128 or 134 of the Act; and
3. the public accountant of the Corporation at the public accountant’s latest address known to the Corporation.

With respect to every notice or other document sent by prepaid mail, it shall be sufficient to prove that the envelope or wrapper containing the notice or other document was properly addressed and put into a post office or into a post office letter box.