CORPORATE SEAL
-
The seals, in English and in French respectively, impressions
whereof are stamped in the margin hereof, shall be the seals
of The Canadian Physiological Society, La Société
Canadienne de Physiologie. (Corporate Name)
CONDITIONS OF MEMBERSHIP
-
The Society shall be comprised of Members, Honorary Members,
Emeritus Members, Associate Members and Student Members.
-
Members: A person who has conducted research, who has
published papers in scientific journals, and who is actively
engaged in investigation, teaching or other form of scholarship
in the fields of physiology, biochemistry, pharmacology,
clinical investigation or the experimental aspects of biology,
pathology, therapeutics, nutrition or hygiene, shall be
eligible for membership.
-
Honorary Members: A person who has rendered distinguished
service to physiology and who is not a Member or Emeritus
Member of the Society shall be eligible for Honorary Membership.
It shall be the responsibility of the Council from time
to time to recommend to the Society suitable candidates
for Honorary Membership. Such a candidate shall become an
Honorary Member by a majority vote at a business meeting.
Emeritus Members: A member who has retired from active
employment because of age shall be eligible for Emeritus
Membership, and if they wish to be so designated, shall
apply in writing to the Secretary or Treasurer and they
shall be transferred to Emeritus status upon the approval
of the Council. A Member who has retired from active employment
because of illness or change in career may, upon application,
be transferred to Emeritus status at the discretion of the
Council.
Associate Members: Research assistants, post-doctoral
fellows, teachers and others actively engaged in physiological
or biological research or teaching, shall be eligible for
Associate Membership. When Associate Members become eligible
for full membership, they must apply to become a full Member
if they wish to remain in the Society. Under normal circumstances,
the tenure of Associate Membership shall not exceed five
years, but may be renewed upon application. The Council
shall review the list of Associate Members annually to ensure
that this by-law is observed. Associate Members who are
considered to be in breach of this by-law will be notified
by the Secretary and must act on the notification in time
for the next annual business meeting.
Student Members: Graduate students pursuing higher degrees
in physiological or biological science shall be eligible
for Student Membership. Upon completion of the degree program,
Student Members must apply for Associate or full Membership
if they wish to remain in the Society, unless they immediately
commence a further degree program. The Council shall review
the list of Student Members annually to ensure that this
by-law is observed. Student Members who are in breach of
this by-law shall be notified by the Secretary and must
act on the notification in time for the next annual business
meeting. A student member may request a change in category
from Student to Associate Member by contacting either the
Secretary or Treasurer. A change in status will become effective
upon receipt of the appropriate fee set by the Society.
Eligibility to Vote and Hold Office in the Society: Members,
Honorary Members and Emeritus Members but not Associate
Members or Student Members shall have the right to vote
at any duly constituted business meeting of the Society
and only Members shall have the right to hold office in
the Society.
Eligibility to Submit or Sponsor Communications. At any
scientific meeting arranged by the Canadian Federation of
Biological Societies, the eligibility of the different categories
of members to submit or sponsor communications shall be
determined by the Federation Board. At any scientific meeting
arranged by the Canadian Physiological Society, independent
of the Federation, Members, Honorary Members and Emeritus
Members only shall be eligible to submit or sponsor communications,
Associate Members shall be eligible to submit but not sponsor
communications.
Nominations: Applications for membership, signed by two
Members or Emeritus Members who know the applicant personally
and who will vouch for their eligibility, may be submitted
to the Secretary at any time. Applications will be on forms
approved by Council.
Election: Completed forms from applicants for full and
associate membership shall be available to all members of
Council. Two or more negative votes will result in rejection
of an application. Student applications will be processed
by the Secretary and provided the conditions for membership
are met will be approved on receipt of the membership fee.
If an application is rejected, the Secretary shall inform
the sponsors of the reasons. The Secretary shall present
at the annual business meeting a report listing the names
of all persons whose applications for membership have been
approved during the preceding year.
Payment of Dues - New Members: Membership fees are to
be submitted with the application for membership. Upon election
to Membership, Associate Membership or Student Membership,
a candidate will be considered to have become a member of
the Society only upon payment of the appropriate annual
dues.
Annual Fees: The annual fees for Membership, Associate
Membership and Student Membership shall be determined by
a majority vote of members present at each annual business
meeting, after consideration of a recommendation from the
Treasurer. Fees for the ensuing year shall be payable on
receipt of the annual dues notice from the Treasurer.
Non-Payment of Fees: Fees are payable on receipt of the
annual dues notice and prior to November 15th for the ensuing
calendar year. Any member whose fees are in arrears for
one full year shall be liable for suspension for non-payment
of fees, provided that they have been notified by the Secretary
or the Treasurer to
this effect. Suspension shall be automatic when the fees
are one full year in arrears or thirty days after sending
of the notification, whichever is later. A person whose
membership has been suspended for non-payment of fees may
be reinstated at any time by a majority vote at an annual
business meeting and upon payment of the total unpaid fees.
Honorary and Emeritus Members: There shall be no annual
fee for the Honorary Members. There shall be no annual fee
for Emeritus Members; Emeritus Members may pay the annual
levy of the Canadian Federation of Biological Societies
if they wish to receive the notices, Proceedings, etc.,
of the Federation.
Resignation
-
Any member in good standing may resign from membership
by informing the Treasurer of their intention to resign.
A person who has resigned in this way shall be eligible
to resume membership at a later date on payment of fees
for the year of reinstatement.
HEAD OFFICE
The Head Office of the corporation shall be in the City
of Ottawa, in the Regional Municipality of Ottawa-Carleton,
Province of Ontario.
BOARD OF DIRECTORS
Members of Board: The management of the Corporation shall
be vested in a Board of eleven Directors (also referred
to elsewhere as the "Council" of the Society),
who serve without remuneration, and consisting of the President,
Vice-President, Secretary, Treasurer, Past President and
six other Directors. Any five Directors shall constitute
a quorum. The Board of Directors may, in literature of the
Corporation and its by-laws, be referred to as the Council.
First Directors
The applicants for incorporation shall become the First
Directors of the Corporation whose terms of office on the
Board shall be as follows: Until after the annual business
meeting in the year set forth after each name -
David Thomas Armstrong (1981) John Russell Ledsome (1980)
John Scott Baumber (1982) Sheilagh Marie Martin (1982)
John Scott Cowan (1981) James Anthony Pearson (1980)
Edwin Embrey Daniel (1981) John Whitfield Phillis (1980)
Kresimir Krnjevic (1980) Warren Lorne Veale (1980)
Louise Lafrance (1980)
Period of Office
Officers and Directors: The President
and Vice-President shall hold office for a period of two
years commencing immediately after the annual business meeting
at which they are elected and ending immediately after the
annual business meeting two years later. The term of office
of the Past-President will also be for two years. The President
shall not be eligible for re-election the following year.
Normally the President shall be succeeded by the Vice-President.
The Secretary and Treasurer shall hold office for the period
of three years, normally commencing immediately after the
annual business meeting at which they were first elected.
The Secretary and Treasurer may be elected at the annual
business meeting preceding the year in which they take office
to provide additional opportunity for experience with the
affairs of the Society. Ordinary members of Council shall hold office for up to
three years, with at least two members retiring each year.
Retiring members of Council (ordinary members and officers
of the Society) shall not be eligible for re-election as
ordinary members of Council during the year in which they
retire.
Auditors: Two auditors shall be appointed annually. These
shall not be Officers of the Society or members of Council.
To facilitate communication the auditors will normally be
members from the city of the Treasurer for the ensuing year.
It shall be the duty of the auditors to examine and report
on the annual financial statement of the Treasurer.
Representatives to the Board of the Canadian Federation
of Biological Societies: The President and the Secretary
shall represent the Society on the Board of the Canadian
Federation of Biological Societies. The Vice-President and
Treasurer shall be alternate representatives.
Nominating Committee
A Nominating Committee composed of 5 members shall be
appointed annually by Council. The composition of the Nominating
Committee shall be as follows: the chair shall be the Past-President
of Council and the four additional members shall be Members
of the Society in good standing. The four members will serve
a term of 3 years. At least six weeks before the annual
business meeting, the Secretary shall inform all members
of the Report of the Nominating Committee.
Other Nominations
-
Additional nominations, signed by a proposer and four
other members of the Society, shall reach the Secretary
at least two months before the annual business meeting,
or within two weeks of the announcement of the Report of
the Nominating Committee, whichever is the later.
Elections
-
For members of Council and for any office for which more
than one nomination has been received, the Secretary shall
mail a ballot paper to each member at least two weeks before
the annual business meeting. The ballot paper normally shall
be handed to the appointed scrutineers at the time of the
annual business meeting. Any member unable to attend the
annual business meeting may send his ballot paper so as
to reach the Secretary before the counting of the ballots.
These ballot papers shall be included in the ballot. The
results of the elections shall be announced at the annual
business meeting.
Vacancy
The Council shall have the power to fill any interim vacancy
in its membership.
DIRECTORS - TERMINATION OF OFFICE
The office of Director shall be automatically terminated:
a. if a Director shall resign his office by
delivering a written resignation to the Secretary of the
Corporation;
b. if a Director be found to be a lunatic or become of
unsound mind;
c. 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 with
a member of the Corporation.
Board Meetings
Meetings of the Board of Directors may be held at any
time and place to be determined by the Directors provided
that seven business days notice of such meeting shall be
sent in writing to each Director, provided there shall be
at least one 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 Corporation 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 or confirm any or all proceedings taken
or had thereat.
Remuneration - Directors and Others
Directors and Executive Committee members, as such, shall
not receive any stated remuneration for their services,
but, by resolution of the Board of Directors, expenses of
their attendance may be allowed for their attendance at
each regular or special meeting of the Board of Directors.
Nothing herein contained shall be construed to preclude
any Director from serving the Corporation as an Officer
or in any other capacity and receiving compensation therefor.
The Directors shall serve as such without remuneration and
no Director shall directly or indirectly receive any profit
from their position as such; provided that a Director may
be paid reasonable expenses incurred by them in the performance
of their duties; and provided further that any Director
who is engaged in or is a member of a firm engaged in any
business or profession, may act in and be paid the usual
professional costs and charges for any professional business
required to be done in connection with the administration
of the affairs of the Corporation.
INDEMNITIES TO DIRECTORS AND OTHERS
-
Every Director or Officer of the Corporation or other
person who has undertaken or is about to undertake any liability
on behalf of the Corporation 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 Corporation, from and against:
a. all costs, charges and expenses whatsoever
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 them, or in
respect of any act, deed, matter or thing whatsoever,
made, done or permitted by them, in or about the execution
of the duties of their office or in respect of any such
liability;
b. all other costs, charges and expenses which they sustain
or incur in or about or in relation to the affairs thereof,
except such costs, charges or expenses as are occasioned
by their own willful neglect or default.
POWER OF DIRECTORS
The Directors of the Corporation may administer affairs
of the Corporation in all things and make or cause to be
made for the Corporation, in its name, any kind of contract
which the Corporation 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
Corporation is, by its charter or otherwise, authorized
to exercise and do.
The Directors shall have power to authorize expenditures
on behalf of the Corporation from time to time and may delegate,
by resolution to an Officer or Officers of the Corporation,
the right to employ and pay salaries to employees. The Directors
shall have the power to make expenditures for the purpose
of furthering the objects of the Corporation.
The Board of Directors shall take such steps as they may
deem requisite to enable the Corporation 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 Corporation.
DUTIES OF OFFICERS
-
All Officers shall be Directors of the Corporation and
they shall cease to be Officers if they cease to be Directors
or if they are removed by a majority of the Board of Directors.
The President shall be the Chief Executive Officer of
the Corporation. They shall preside at all meetings of the
Corporation and of the Board of Directors. They shall have
the general and active management of the affairs of the
Corporation. They 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 imposed upon them by the Board
of Directors.
The Treasurer shall have the custody of the funds and
securities of the Corporation and shall keep full and accurate
accounts of all assets, liabilities, receipts and disbursements
of the Corporation in the books belonging to the Corporation
and shall 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, in such registered dealer in securities as
may be designed by the Board of Directors from time to time.
The treasurer shall disburse the funds of the Corporation
as may be directed by proper authority, taking proper vouchers
for such disbursements, and shall 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 the
transactions and a statement of the financial position,
of the Corporation. The Treasurer shall also perform such
other duties as may from time to time be directed by the
Board of Directors.
The Secretary may be empowered by the Board of Directors,
upon resolution of the Board of Directors, to carry on the
affairs of the Corporation 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 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 President, under whose supervision
they shall be. The Secretary shall be custodian of the seal
of the Corporation, which they shall deliver 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.
-
The duties of all other officers of the Corporation shall
be such as the terms of their engagement call for or the
Board of Directors require of them.
EXECUTION OF DOCUMENTS
-
Contracts, documents or any instruments in writing requiring
the signature of the Corporation, shall be signed by any
two Officers, and all contracts, documents and instruments
in writing so signed shall be binding upon the Corporation
without any further authorization or formality. The Directors
shall have the power from time to time by resolution to
appoint an Officer or Officers on behalf of the Corporation
to sign specific contracts, documents and instruments in
writing. The Directors may give the Corporation'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 Corporation. The seal
of the Corporation, when required, may be affixed to contracts,
documents and instruments in writing as aforesaid or by
any Officer of Officers appointed by resolution of the Board
of Directors.
MEMBERS MEETING
Annual and Other Meetings
-
The Society shall hold an annual business meeting each
calendar year on dates determined by the Council. Additional
business meetings may be held at the discretion of the Council.
The Secretary shall send notice of the annual or any other
business meeting to all members at least six weeks in advance.
Quorum
-
For any business meeting of the Society, fifteen members
shall constitute a quorum.
-
Scientific Meetings: Notice of scientific meetings, whether
held by the Society alone or in conjunction with a meeting
of the Canadian Federation of Biological Societies or with
any other society or association shall be sent to all members
of the Society.
ERRORS AND OMISSIONS
-
No error or omission in giving notice of any annual or
general meeting or any adjourned meeting, whether annual
or general, of the members of the Corporation 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 Corporation.
VOTING OF MEMBERS
-
At all meetings of members of the Corporation, every
question shall be determined by a majority of votes unless
otherwise specifically provided by statute or by these by-laws.
AMENDMENT OF BY-LAWS
-
By-laws may be adopted, repealed, or amended in one of
three ways:
(1) by a two-thirds majority vote of members
present at a duly constituted business meeting of the
Society called for the purpose of considering such by-laws;
(2) by a two-thirds majority of votes returned to the
Secretary within four weeks of mailing a postal ballot
to all voting Members or
(3) by a two-thirds majority of votes returned to the Secretary
within four weeks of an e-mail ballot to all voting Members
provided that the repeal or amendment of any by-law shall
not be enforced or acted upon until the approval of the
Minister of Consumer and Corporate Affairs has been obtained.
BOOKS AND RECORDS
The Directors shall see that all necessary books and
records of the Corporation required by the by-laws of the
Corporation or by any applicable statute or law are regularly
and properly kept.
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 Corporation as they
deem expedient, provided that such rules and regulations
shall have force and effect only until the next annual business
meeting of the Members of the Corporation, when they shall
be confirmed, and failing such confirmation at such annual
business meeting of Members, shall at and from that time
cease to have any force and effect.
INTERPRETATION
In these by-laws and in all other by-laws of the Corporation
hereafter passed, unless the context otherwise requires,
words importing the singular number shall include the plural
number, as the case may be, and vice versa, and references
to persons shall include firms and Corporations. Also the
term Council shall be interchangeable with the term Board
of Directors.
