ARTICLE I: Organization
- The name of the organization shall be the Canadian Neuromodulation Society Inc. (CNS).
- The seal, an impression whereof is stamped in the margin hereof, shall be the seal of the corporation (seal need not be imprinted until after incorporation).
- Until changed in accordance with the Act, the Head Office of the corporation shall be in the City of Toronto, in the Province of Ontario.
ARTICLE II: Purposes
To pursue excellence in the application of neuromodulation therapy through education, training, dissemination and support of research and encouragement of best practices, as well as professional development and leadership in health policy on chronic pain management and other neurological disorders.
- To develop a forum to exchange best practices and common issues.
- To develop standards of care and guidelines to improve the delivery of neuromodulation therapies to all Canadians who are in need of this treatment.
- To identify and recognize Centers of Excellence designed to train and educate at all levels of involvement in neuromodulation.
- To facilitate the creation of a Canadian database on patient management and outcomes data.
- To refine the selection of indications of neuromodulation therapy to extend the clinical application and availability, thereby maximizing the benefit individually and collectively.
- To act as an advisory body to provincial governments in health policy and funding of neuromodulation therapy for the management of chronic pain and other neurological disorders.
- Relationship to the International Neuromodulation Society
The Canadian Neuromodulation Society is a duly recognized National Chapter Society of the International Neuromodulation Society. The Chapter Neuromodulation Society shall not act in a way so as to impair its status as a National Chapter of the International Society.
ARTICLE III: Membership
- All active members of CNS should be member of International Neuromodulation Society
- Membership in the CNS shall be open to residents of Canada.
- Membership shall consist of active membership and affiliate membership. Only active members are eligible to vote.
- Scientists and health care professional persons interested in the objectives of the organization are eligible for active membership upon written application to the CNS, or by invitation from the Board of Directors.
- An affiliate member can be any individual or corporation interested in the objectives of the organization but not qualifying for Active membership. Candidates may become affiliate members upon written application to the CNS, or by invitation from the Board of Directors.
- Candidates for membership must submit written application to the CNS for approval by the Board. Membership may be denied for any reason deemed sufficient by the Board, even though the applicant may meet the stated criteria for membership.
- Annual dues for membership shall be determined each year by the Board of Directors. All active members must make timely payment of dues in the amount specified by the Board of Directors. Membership in good standing shall be contingent upon payment of dues at such time and in such amounts as is determined by the Board of Directors.
- Any member may withdraw from the corporation by delivering to the corporation a written resignation and lodging a copy of the same with the secretary of the corporation.
- Any member may be required to resign by a vote of three-quarters (3/4) of the members at an annual meeting.
- Any member may be expelled from membership, without assignment of any cause upon a majority vote of the Board of Directors. No member shall be expelled without having the opportunity to be heard at such a meeting but no formal hearing procedure need be followed.
ARTICLE IV: Members’ Meetings
- Financial Meeting Responsibilities: The Canadian Neuromodulation Society will be the sole responsible party for the planning, preparation and profit/loss for the Annual General Meeting.
- The annual or any other general meeting of the members shall be held at the head office of the corporation or at any place in Canada as the Board of Directors may determine and on such day as the said directors shall appoint. The members may resolve that a particular meeting of members be held outside of Canada.
- At every annual meeting, in addition to any other business that may be transacted, the report of the directors, election of the Board members, the financial statement and the report of the auditors shall be presented and auditors appointed for the ensuing year. For the election of Board members, a slate of prospective Board members shall be submitted to the membership by the Board of Directors by either mail, or facsimile for their consideration at least 30 days prior to the annual meeting. The members may consider and transact any business either special or general at any meeting of the members. The Board of Directors or the President or Vice-President shall have power to call, at any time, a general meeting of the members of the corporation. The Board of Directors shall call a special general meeting of members on written requisition of members carrying not less than 5% of the voting rights. 30% members present in person at a meeting will constitute a quorum.
- At least fourteen (14) days' written notice shall be given to each voting member of any annual or special general meeting of members. Notice of any meeting where special business will be transacted shall contain sufficient information to permit the member to form a reasoned judgment on the decision to be taken. Notice of each meeting of members must remind the member if he has the right to vote by proxy.
- Each voting member present at a meeting shall have the right to exercise one vote. A majority of the votes cast by the members present and carrying voting rights shall determine the questions in meetings except where the vote or consent of a greater number of members is required by the Act or these By-laws.
- 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.
ARTICLE V: Voting
- Only active members of the organization are eligible to vote.
- At all meetings, except for the election of officers and directors, all votes shall be by voice. For election of officers, ballots shall be provided and there shall not appear any place on such ballot that might tend to indicate the person who cast such ballot.
- A member may, by means of a written proxy, appoint a proxy holder to attend and act at a specific meeting of members, in the manner and to the extent authorized by the proxy. A proxy holder must be a member of the corporation. Such written authorization may specify the matter with respect to which the proxy is granted and the person entitled to vote, must be signed and dated by the member granting the proxy, and must be filed with the Secretary of the Canadian Neuromodulation Society. A proxy shall be revocable at will, but the revocation shall not be effective until notice of the revocation has been given to the Secretary of the Canadian Neuromodulation Society. A proxy shall not be revoked by the death, incapacity of the maker, unless before the vote is counted or the authority exercised, written notice of such death or incapacity is given to the Secretary of the Canadian Neuromodulation Society.
- Unanimous consent of members in lieu of a meeting such that any action which may be taken at a meeting of members may be taken without a meeting if a consent or consents in writing setting forth the action to be taken shall be signed by a majority of all of the members and shall be filed with the Secretary of the Canadian Neuromodulation Society.
ARTICLE VI: Board of Directors
- The business of this organization shall be managed by a Board of Directors.
- The qualifications of the Directors include that they shall be a member of the Canadian Neuromodulation Society.
- The property and business of the corporation shall be managed by a Board of Directors, comprised of a minimum of three directors. The number of directors shall be determined from time to time by a majority of the directors at a meeting of the Board of Directors and sanctioned by an affirmative vote of at least two-thirds (2/3) of the members at a meeting duly called for the purpose of determining the number of directors to be elected to the Board of Directors. Directors must be individuals, 18 years of age, with power under law to contract.
- The applicants for incorporation shall become the first directors of the corporation whose term of office on the Board of Directors shall continue until their successors are elected. At the first meeting of members, the Board of Directors then elected shall replace the provisional directors named in the Letters Patent of the corporation.
- The office of director shall be automatically vacated:
- if at a special general meeting of members, a resolution is passed by two thirds of the members present at the meeting that he be removed from office;
- if a director has resigned his office by delivering a written resignation to the secretary of the corporation;
- if he is found by a court to be of unsound mind;
- if he becomes bankrupt or suspends payment or compounds with his creditors;
- 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.
- The directors shall serve as such without remuneration and no director shall directly or indirectly receive any profit from his position as such; provided that a director may be paid reasonable expenses incurred by him in the performance of his duties. 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 therefore.
- A retiring director shall remain in office until the dissolution or adjournment of the meeting at which his retirement is accepted and his successor is elected.
- Members of the Board of Directors must be active members of the organization in good standing.
- The Board of Directors will have a minimum of 5 members – one from each of the following regions of Canada: Eastern Canada (Prince Edward Island, New Brunswick, Nova Scotia, Labrador and Newfoundland), Quebec, Ontario, Central Canada (Manitoba, Saskatchewan), and Western Canada (Alberta, British Columbia).
- The Board of Directors will be elected by the active membership of the organization for a three year term.
- The Board of Directors can nominate other Directors to be elected by membership to ensure multidisciplinary representation.
- The Board of Directors may make such rules and regulations covering its meetings as it may in its discretion determine necessary.
- The President of the organization by virtue of his office shall be Chairman of the Board of Directors.
- The Board of Directors shall select from one of their members a secretary.
- The Board of Directors may appoint committees whose members will hold their offices at the will of the Board of Directors. The directors shall determine the duties of such committees and may fix by resolution, any remuneration to be paid.
- 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 enter into a trust arrangement with a trust company for the purpose of creating a trust fund in which the capital and interest may be made available for the benefit of promoting the interest of the corporation in accordance with such terms as the Board of Directors may prescribe.
- The Board of Directors may appoint such agents and engage such employees as it shall deem necessary from time to time and such persons shall have such authority and shall perform such duties as shall be prescribed by the Board of Directors at the time of such appointment.
- Remuneration for all officers, agents and employees and committee members shall be fixed by the Board of Directors by resolution. Such resolution shall have force and effect only until the next meeting of members when such resolution shall be confirmed by resolution of the members, or in the absence of such confirmation by the members, then the remuneration to such officers, agents or employees and committee members shall cease to be payable from the date of such meeting of members.
- 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.
- Directors' Meetings Meetings - Directors' Meetings Meetings of the Board of Directors may be held at any time and place to be determined by the directors provided that 48 hours written notice of such meeting shall be given, other than by mail, to each director. Notice by mail shall be sent at least 14 days prior to the meeting. There shall be at least one (1) 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 and confirm any or all proceedings taken or had thereat. Each director is authorized to exercise one (1) vote.
- A majority of directors in office, from time to time, but no less than two directors, shall constitute a quorum for meetings of the Board of Directors. Any meeting of the Board of Directors at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions by or under the by-laws of the corporation.
ARTICLE VII: Officers
- The initial officers of the organization shall be as follows:
- Vice Presidents (2)
- Thereafter, the officers of the organization shall consist of:
- Past President
- Vice President
- Directors-at-large (3)
- The officers of the corporation shall be a President, Vice-President, Secretary and Treasurer and any such other officers as the Board of Directors may by by-law determine. Any two offices may be held by the same person. Officers need not be directors. The Executive Board shall be responsible for timely communication to the entire Board of Directors of its work and decisions. All major and significant decisions of the Executive Board shall be ratified by a majority vote of the entire Board of Directors, including the Executive Board.
- The president shall be elected at an annual meeting of members. Officers other than President of the corporation shall be appointed by resolution of the Board of Directors at the first meeting of the Board of Directors following an annual meeting of members.
- The officers of the corporation shall hold office for three year(s) from the date of appointment or election or until their successors are elected or appointed in their stead. Officers shall be subject to removal by resolution of the Board of Directors at any time. Officers may serve more than one term but no more than 2 consecutive terms in the same position.
- Active members are eligible to become officers of the organization upon election by a majority of active membership in attendance.
- The President shall:
- Preside at all membership meetings.
- By virtue of this office be Chairman of the Board of Directors.
- Appoint all committees, temporary or permanent.
- See all books, reports and certificates required by law are properly kept or filed.
- Be one of the officers who may sign the checks or drafts of the organization.
- Have such powers as may be reasonably construed as belonging to the chief executive of any organization.
- The Vice President shall in the event of the absence or inability of the President to exercise his/her office become acting President of the organization with all the rights, privileges and powers as if he/she had been the duly elected President.
- The Immediate Past President shall serve as an officer of the Corporation/Board for one term only and serve on the Executive Board. The immediate Past President shall facilitate ease of transfer of important Board information from one administration to another and perform such other duties as from time to time may be assigned by the President or by the Board of Directors.
- The Secretary shall keep the minutes and records of the organization in appropriate books.
The Secretary shall:
- Give and serve all notices to members of this organization
- Be the official custodian of the records and seal of this organization
- Present to the membership at any meetings any communication addressed to him/her as Secretary of the organization.
- Submit to the Board of Directors any communications which shall be addressed to him/her as Secretary of the organization.
- Attend to all correspondence of the organization and shall exercise all duties incident to the office of Secretary.
- May be one of the officers who shall sign checks or drafts of the organization. No special fund may be set aside that shall make it unnecessary for the Treasurer to sign the checks issued upon it.
- Render at stated periods as the Board of Directors shall determine a written account of the finances of the organization and such report shall be physically affixed to the minutes of the Board of Directors of such meeting. Exercise all duties incident to the office of Treasurer.
- The Treasurer, if required by the Board of Directors, shall give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Board of Directors shall determine.
- The treasurer shall:
- Have charge and custody of, and be responsible for all funds and securities of the Corporation; receive and give receipts for moneys due and payable to the Corporation from any source whatsoever and deposit all such moneys in the name of the Corporation in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of these Bylaws;
- Be responsible as to perform, create, and present to the Board a budget outlying the Corporations revenues and expenses for the year prior, the year present, and the year next that reflects the Boards intentions as to expenditures and revenue generating projects;
- In general, perform all duties incident to the office of treasurer and such other duties as from time to time may be assigned by the President or by the Board of Directors. The Treasurer may assign any and all of his or her duties to an agent or agents, by contract, selected and agreed to by the Board of Directors by agreement of the Board or President of the Board.
- No officer shall for reason of his office be entitled to receive any salary or compensation, but nothing herein shall be construed to prevent an officer or director for receiving any compensation from the organization for duties other than as a director or officer.
Article VIII: Contracts, Loans, Checks, and Deposits
- Contracts: The Board of Directors may authorize any officer or offices, agent or agents, to enter into any contract or execute and deliver any instruments in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.
- Loans: No loans shall be contracted on behalf of the Corporation, and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.
- Checks, Drafts, Orders, etc.: All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.
- Deposits: All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board of Directors may select.
- Gifts: Any Director or officer may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the general purpose of or for any special purpose of the Corporation.
- Charitable Contributions: No officer or agent of the Corporation shall make charitable contributions in the name of, from the funds of, or on behalf of the Corporation without prior authorization by the Board of Directors.
ARTICLE IX: Conflicts of Interest
- No contract or transaction between the Corporation and one or more of its Directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its Directors or Officers are Directors or officer, or have a financial interest, shall be void or voidable solely for this reason, or solely because the Director or officer is present at, or participates in, the meeting of the Board of Directors that authorized the contract or transaction, or solely because his, her, or their votes are counted for such purpose, if: the material facts as to such person’s relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors, and the Board of Directors, in good faith, authorizes the contract or transaction by the affirmative vote of a majority of the disinterested Directors, even though the disinterested Directors be less than a quorum; or the contract or transaction is fair as to the Corporation as of the time it is authorized, approved, or ratified by the Board of Directors of the Corporation.
- Interested or common Directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors which authorized the contract or transaction.
ARTICLE X: Salaries
- The Board of Directors shall hire and fix the compensation of any and all employees which they in their discretion may determine to be necessary for the conduct of the business of the organization.
ARTICLE XI: Committees
- All committees of this organization shall be appointed by the Board of Directors and their term of office shall be for a period of one year or less if sooner terminated by the action of the Board of Directors.
- The permanent committees shall be:
- Database Development
- Bylaws and Membership
- Scientific Affairs and Education
- Access to Care
- Practice Guidelines
ARTICLE XII: 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 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 seal of the corporation when required may be affixed to contracts, documents and instruments in writing signed as aforesaid or by any officer or officers appointed by resolution of the Board of Directors.
ARTICLE XIII: Amendments
- The by-laws of the corporation not embodied in the letters patent may be repealed or amended by by-law, or a new by-law relating to the requirements of subsection 155(2) of the Canada Corporations Act, may be enacted by a majority of the directors at a meeting of the Board of Directors and sanctioned by an affirmative vote of at least two-thirds (2/3) of the members at a meeting duly called for the purpose of considering the said by-law, provided that the repeal or amendment of such by-laws shall not be enforced or acted upon until the approval of the Minister of Industry has been obtained.
ARTICLE XIV: Financial Year and Auditors
- Financial Year: Unless otherwise ordered by the Board of Directors, the fiscal year end of the corporation shall be December 31.
- Auditors: The members shall, at each annual meeting, appoint an auditor to audit the accounts and annual financial statements of the corporation for report to the members at the next annual meeting. The auditor shall hold office until the next annual meeting provided that the directors may fill any casual vacancy in the office of the auditor. The remuneration of the auditor shall be fixed by the Board of Directors.
ARTICLE XV: Indemnification
- Indemnification: The Corporation (Society) shall indemnify any officer or Director [or employee or representative of the Corporation (Society)] who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, (and whether or not by, or in the right of, the Corporation (Society)) by reason of the fact that such person is or was a representative of the Corporation (Society), against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action or proceeding if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Corporation (Society), and with respect to any criminal proceeding, had no reason to believe such conduct was illegal, provided, however, that no persons shall be entitled to indemnification pursuant to this Article in any instance in which the action or failure to take action giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness; and provided, further, however, in instances of a claim by or in the right of the Corporation (Society), indemnification shall not be made under this section in respect of any claim, issue or matter as to which the person has been adjudged to be liable to the Corporation (Society) unless and only to the extent that the court of common pleas of the judicial district embracing the county in which the registered office of the Corporation (Society) is located or the court in which the action was brought determines upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses that the court of common pleas or other court shall deem proper.
- Procedure: Unless ordered by a court, any indemnification under Article VIII, section 2 or otherwise permitted by law shall be made by the Corporation (Society) only as authorized in the specific case upon a determination that indemnification is proper in the circumstances because he or she has met the applicable standard of conduct set forth under that section. Such determination shall be made:
- by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to the action or proceeding; if such a quorum is not obtainable or if obtainable and a majority vote of a quorum of disinterested directors so directs, by independent legal counsel in a written opinion; or by the members.
- Advancement of Expenses: Expenses incurred by a person entitled to indemnification pursuant to this Article or otherwise permitted by law in defending a civil or criminal action, suit or proceeding shall, in any case required by Article VIII, section 2, and may, in any other case, be paid by the Corporation (Society) in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such person to repay the amount so advanced if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation (Society).
- Continuing Right To Indemnification: The indemnification and advancement of expenses provided pursuant to this Article shall continue as to any person who has ceased to be an officer or Director (or employee or representative) of the Corporation (Society) and shall inure to the benefit of the heirs, executors and administrators of such person.
- Other Rights: This Article shall not be exclusive of any other right which the Corporation (Society) may have to indemnify any person as a matter of law.
Revised June 5, 2007