Version imprimable
1. NAME
The name of the corporation shall be The Canadian Women's Health Network/Le Réseau canadien pour la santé des femmes.
2. SEAL
The seal, an impression whereof is stamped in the margin hereof, shall be the seal of the corporation. Custody of the seal of the CWHN will be maintained at its Head Office.
3. OFFICIAL LANGUAGES
The official languages of the Canadian Women's Health Network are English and French.
4. HEAD OFFICE
The Head Office of the corporation shall be in the City of Winnipeg, in the Province of Manitoba, until changed by resolution of the Board of Directors.
5. OBJECTS OF THE CORPORATION
The Objects of the Canadian Women’s Health Network are:
1. the advancement of the health of girls and women in Canada;
2. to provide easier access to health information, referrals and educational resources on women’s health for individuals and organizations across Canada;
3. to produce health information, referral guides, training programs, and other resources related to women’s health and health status;
4. to build regional, national, and international links among individuals, health organizations, hospitals, research institutes, educational institutions and government bodies interested in women's health issues;
5. to promote and contribute to women’s involvement in health research, health service planning, and policy development relevant to the health status of women and girls through education, research and training activities.
6.
a) to promote and contribute to quality services for women from diverse communities and across their life spans;
b) to promote and contribute to accessible services for women from diverse communities.
6. LOCATION OF ACTIVITIES
The activities of the Canadian Women's Health Network are carried out in Canada and through international linkages.
7. DISSOLUTION
In the event of dissolution or winding-up of the CWHN, all its remaining assets after payment of its liabilities shall be distributed to one or more qualified non-profit organizations working to improve women’s health.
8. NON-PROFIT ORGANIZATION
The CWHN is to carry on its operations without pecuniary gains to its members. No loans to members or directors are permissible and no profits can be transferred to members and directors. Any profits are to be used in promoting the corporation’s Objects. The CWHN may wish, from time to time, to transfer funds to member charities to carry out the charitable objectives of the organization.
9. MEMBERSHIP
9.1 Definition of Membership:
Membership in the CWHN is open to individuals or organizations interested in furthering the objects of the CWHN and who agree, in writing, to support the vision, philosophy and goals of the CWHN.
9.2 Membership Fee:
The membership fee is fixed by the Board of Directors. In cases of economic hardship, the Board of Directors may waive the payment of a membership fee upon request.
9.3 Membership becomes effective only after approval of the Board of Directors of the corporation.
9.4 Withdrawal from Membership:
Any member may withdraw from the CWHN by delivering to the Chairperson or the Secretary of the corporation a written resignation.
9.5 Termination of Membership:
Any membership may be terminated by a vote of two-thirds (2/3) of the Board of Directors according to defined operating procedures.
10. MEMBERS' MEETINGS
10.1 Location of Members' Meetings:
The annual or any other members’ meeting will be held in the city where the Head Office is located, or such other city across Canada as the Board of Directors shall from time to time set. Members who are unable to travel will be permitted to attend by conference call, upon acceptance of an advance written request, provided that the member attends the entire meeting and does so at her/his own expense.
10.2 Annual General Meeting:
The annual general meeting of the members shall be held within six (6) months of the end of CWHN’s fiscal year, March 31st. At every annual meeting, in addition to any other business that may be discussed and voted on, the report of the outgoing Board of Directors and the Audited Financial Statements will be presented. An election of board members for the coming term will take place. The auditors will be appointed for the upcoming year.
10.3 General Meeting:
The Board of Directors or the Chairperson or the Vice-Chairperson shall have the right to call, at any time, a general meeting of the members of CWHN.
10.4 Special Meeting:
The Board of Directors shall call a special general meeting of members on written request of 10 members. These special meetings must adhere to the same policies on notice of meetings, location, quorum and other practices as are stipulated for annual or general members’ meetings.
10.5 Notice of Meetings:
Members are entitled to one (1) written notice, at least twenty-one (21) days in advance of any meeting of members. Written notice may be delivered by mail or by electronic means. Should the membership of the CWHN exceed 500, notice may be transmitted instead by publication in a national newspaper or magazine. Notice of any meeting shall contain the agenda items for that meeting. Members may request that additional items be added to the agenda provided that a written request is received at the CWHN office no less than seven (7) days in advance of the meeting.
10.6 Voting Rights:
Each member, whether individual or organizational, shall have the right to one vote. A majority of the votes cast by the members present shall decide the questions in members’ meetings except where the consent of a greater number of members is required by the Canada Corporations Act or these By-Laws. Proxy voting will not be permitted.
10.7 Quorum:
Quorum for an annual, general or special members’ meeting will be 10 members.
10.8 Errors and Omissions:
No error or omission in giving notice of any annual or general meeting, or any adjourned meeting of the members of the CWHN, will invalidate that meeting or any decisions made at that meeting. Any member may at any time waive notice of an annual, general or special meeting and may approve and confirm any and all proceedings taken at that meeting. 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 her last address recorded on the books of the CWHN.
10.9 Adjournment of Meetings:
Any meetings of the members may be adjourned from time to time and from place to place but no business may be transacted at a rescheduled meeting other than the business left unfinished at the meeting from which the adjournment took place.
11. BOARD OF DIRECTORS
The Board of Directors will be elected by the members present at the Annual General Meeting. The Nominations Committee of the outgoing Board of Directors will be responsible for choosing the candidates for the members’ consideration. Nominations from the floor of the Annual General Meeting will not be permitted. At the first meeting of the new Board of Directors, the directors shall appoint the officers for the corporation as well as those board members who will also serve on the Executive Committee.
11.1 Composition:
The CWHN is governed by a Board of Directors of at least nine and not more than 12 individuals from across Canada. Individuals standing for election must be members of the CWHN at the time of their election. Directors must be individuals, at least eighteen 18) years of age, with power under law to contract.
11.2 Provisional Board:
The applicants for incorporation will become the first Directors of the CWHN and their term of office on the Board of Directors will continue until their successors are elected. At the first meeting of the members after incorporation, the Board of Directors then elected will replace the provisional directors named in the application.
11.3.1 Term of Office:
For the first term of the Board of the Directors after incorporation, one-half (½) of the Directors will be elected for a two (2) year term and the remaining half for a one (1) year term. In the second year, those offices originally held for one (1) year will be converted to two (2) year terms. This will allow the CWHN to stagger the election of its Directors so that in any one year only half of the offices of Director are up for election.
11.3.2 Subsequent Directors:
Subsequent Directors shall be elected for a two year term. No Director may sit for more than four consecutive full terms except the Past Chair who may continue for one more year.
11.4 Powers and Duties of Directors: The Board of Directors assumes the governance of the CWHN's activities and operations.
Its duties are:
a) To govern and manage the CWHN such that it obeys all federal, provincial and municipal laws and it’s own Articles of Incorporation, By-laws and other agency policies;
b) To ensure that all financial procedures and CWHN accounts are maintained in a manner consistent with accepted accounting principles;
c) To be accountable to those who use the CWHN services and its members;
d) To promote the goals and activities of the CWHN in various regions and/or constituencies by seeking and maintaining contact with groups that would contribute to and benefit from participating in the CWHN. This would include disseminating information on CWHN activities and gathering input as required.
Its powers are:
1) to administer the affairs of the CWHN in all matters and enter into any contract which the corporation may lawfully enter into and, except as hereinafter provided, generally, may exercise all such other powers as the corporation, by its charter, is otherwise authorized to do;
2) from time to time, to authorize expenditures on behalf of the CWHN;
3) by resolution, to delegate to an officer or officers of the corporation the right to employ and pay salaries to employees. Such employees will have the authority and will perform the duties as prescribed by the Board of Directors at the time of their appointment, or as written in their Job Description;
4) 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;
5) from time to time, to borrow against guaranteed government grants a sum of money, from any bank, credit union, corporation, firm or person, upon such terms, covenants and conditions as the Board of Directors may deem expedient;
6) to take any steps necessary to allow CWHN to solicit or accept any gifts, grants, endowments, bequests, legacies and donations of any kind for the purpose of furthering its services;
7) to invest in low risk, secure guaranteed term investment, certificate, stocks, bonds, notes and other securities for the purpose of furthering its services. Such investments will be reported annually as required by the Income Tax Act.
11.5 Remuneration of Directors:
The members of the Board of Directors will serve as such without remuneration and no Director shall directly or indirectly receive any profit from her position, provided that a Director may be reimbursed for reasonable pre-approved expenses incurred by her in the performance of her duties.
11.6 Vacancies and Removal from Office:
The office of Director shall be automatically vacated:
a) if a Director resigns by notifying the Chairperson or Secretary in writing of her decision to resign. The resignation will take effect immediately upon adjournment of the meeting at which her retirement is accepted;
b) if a Director fails to meet her duties as described in 11.4 and a resolution is passed by a majority vote of the Board of Directors that she be removed from office.
Where vacancies occur on the Board of Directors because of resignations or removal by the Board, the remaining Directors may appoint a Director to fill this vacancy for the duration of the term of that Director.
11.7 Board Members as Individuals: Board Members assume their roles as individuals, not as representatives of particular groups or organizations. Members do not take on the role of official spokesperson of the CWHN unless authorized to do so by the Chairperson or her delegate.
12. DIRECTORS' MEETINGS
12.1 Meeting Format and Notice:
The Board of Directors shall meet at least once annually. Where board members cannot physically attend a meeting, participation will be permitted by conference call or by other communications facilities which permit everyone participating in the meeting to communicate with each other in real time. Meetings may be held at any time and place to be determined by the Directors provided that forty-eight (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 fourteen (14) days prior to the meeting.
No error or omission in giving notice of any meeting of the Board of Directors, or any adjourned meeting of the Board of Directors, will invalidate that meeting or make void any decisions made at that meeting. Any Director may, at any time, waive notice of any such meeting and may ratify or approve any or all proceedings and decisions taken at that meeting.
12.2 Quorum and Voting Rights:
The quorum will be one half plus one of the filled positions. Any meeting of the Board of Directors at which a quorum is present shall be competent to exercise any or all of the duties, powers and discretions provided by the By-Laws of the CWHN. Each Director shall have one (1) vote.
13. INDEMNITIES TO DIRECTORS AND OTHERS
13.1 Every Director or Officer of the CWHN, or other person who has undertaken or is about to undertake any liability on behalf of the CWHN, shall at all times be indemnified and saved harmless out of the funds of the corporation, from and against:
a) all costs, charges and expenses which such Director, Officer or other person sustains or incurs in or about any action, suit or proceedings which is brought, commenced or prosecuted against her, or in respect of any act, deed, matter of thing whatsoever, made, done or permitted by her, in or about the execution of the duties of her office or in respect of any such liability;
b) all other costs, charges and expenses which she sustains or incurs in or about or in relation to the affairs thereof; except such costs, charges or expenses not pre-approved by the Board or Directors or as are occasioned by her own wilful neglect or default.
14. OFFICERS AND THEIR DUTIES
14.1 Composition:
The Officers of the CWHN shall be a Chairperson and Secretary and any other such Officers as appointed by the Board of Directors. The Chairperson does not need to be a Director but she must be a member in good standing of the CWHN. A Chairperson who is not a Director of the CWHN shall not have a vote at any of the meetings of the Board of Directors or the Executive Committee of the Board.
14.2 Selection of Officers and Terms of Office:
With the exception of the Chair, the Officers are appointed annually by resolution of the Board of Directors at the first meeting of the Board of Directors following an annual meeting of members. The Chair is appointed every two (2) years by resolution of the Board of Directors at the first meeting of the Board of Directors following an annual meeting of members.
14.3 Resignation and Removal of Officers:
An Officer may resign her position by notifying the Board of Directors in writing of her decision to resign. The resignation will take effect immediately upon receipt of the letter by the Chairperson or the Secretary of the Board. The Officers shall be subject to removal at any time by a majority resolution of the Board of Directors.
14.4 Duties of Officers
The Chairperson shall be the Chief Executive Officer of the CWHN. She will preside at all meetings of the CWHN and of the Board of Directors. She will have the general and active management of the affairs of the CWHN. She will ensure that all orders and resolutions of the Board of Directors are carried out. The Secretary shall record, or monitor the recording, of the minutes of all meetings and the votes taken at those meetings, and ensure that the proceedings of those meetings are kept at the Head Office in Minute Books maintained for just such a purpose. She will give, or cause to be given, notice of all meetings of the members and of the Board of Directors. The duties of all other Officers of the CWHN will be set as the Board of Directors requires of them.
15. EXECUTIVE COMMITTEE
15.1 Composition:
The CWHN will have an Executive Committee composed of six (6) members, that is, four (4) who are drawn from the Board of Directors plus the Chair of the Board of Directors and the Executive Director who is an ex-officio member.
15.2 Selection of Executive Committee Members and Terms of Office: Save for the Executive Director, Executive Committee Members are appointed annually by resolution of the Board of Directors at the first meeting of the Board of Directors following an annual meeting of members.
15.3 Resignation and Removal of Executive Committee Members:
Save for the Executive Director, an Executive Committee Member may resign her position by notifying the Board of Directors in writing of her decision to resign. The resignation will take effect immediately upon receipt of the letter by the Chairperson, or the Secretary of the Board. Executive Committee Members shall be subject to removal at any time by a majority resolution of the Board of Directors.
15.4 Duties of Executive Committee Members:
In between meetings of the Board of Directors, the Executive Committee shall exercise all powers authorized by these By-Laws to the Board of Directors and act on behalf of the Board of Directors in all respects.
15.5 Meeting Format and Notice:
The Executive Committee meets at least four (4) times a year in person, or by means of teleconference. Meetings may be held at any time and place to be determined by the Directors provided that forty-eight (48) hours written notice of such meeting shall be given, other than by mail, to each Executive Committee Member. Notice by mail shall be sent at least fourteen (14) days prior to the meeting.
No error or omission in giving notice of any meeting of the Executive Committee, or any adjourned meeting of the Executive Committee, will invalidate that meeting or make void any decisions made at that meeting. Any Executive Committee Member may, at any time, waive notice of any such meeting and may ratify or approve any or all proceedings and decisions taken at that meeting.
15.6 Quorum and Voting Rights:
A quorum is three (3) of five (5) voting members. The Executive Director, as an ex officio member, may not vote at Executive Committee or Board of Directors’ meetings. All other Executive Committee Members shall have one (1) vote.
16. EXECUTION OF DOCUMENTS
The Board of Directors shall have power from time to time by resolution to appoint members of the Board of Directors or other representatives to sign contracts, documents, or any instruments in writing requiring the signature of the CWHN. All contracts, documents, or any instruments in writing signed shall be binding upon the corporation without any further authorization or formality.
17. MINUTES OF THE BOARD OF DIRECTORS (AND EXECUTIVE COMMITTEE)
The Minutes of the Annual General Meeting shall be available to the general membership of the CWHN and to the public, upon request. The minutes of the Board of Directors and its Executive Committee meetings shall not be available to the general membership or the public.
18. FINANCIAL YEAR
Unless otherwise resolved by the Board of Directors, the fiscal year end of the CWHN shall be March 31st.
19. AMENDMENTS TO THE BY-LAWS
The by-laws of the CWHN not embodied in the letters patent may be repealed or amended or a new by-law may be enacted, by a majority resolution 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 no later than twenty one (21) days in advance of the meeting. The repeal or amendment of such by-laws shall go into effect immediately following the approval of the Minister of Industry.
20. AUDITORS
The members shall, at each annual meeting, appoint an auditor to audit the accounts and annual financial statements of the CWHN 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.
21. BOOKS AND RECORDS
The Directors shall see that all necessary books and records of the CWHN required by the by-laws of the corporation or by any applicable statute or law are regularly and properly kept.
22. 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 CWHN as they deem expedient, provided that such rules and regulations shall have force and effect only until the next annual meeting of the members of the CWHN when they shall be confirmed. Failing confirmation at such annual meeting of members, such rules and regulations shall at and from that time cease to have any force and effect.