Atlantic Canada Clinical Engineering Society

Bylaws of the Atlantic Canada Clinical Engineering Society (ACCES)

1. In these bylaws unless there be something in the subject or context inconsistent therewith

(a) “Society” means Atlantic Canada Clinical Engineering Society (ACCES)

(b) “Registrar” means the Registrar of Joint Stock Companies appointed under the Nova Scotia Companies Act.

(c) “Special Resolution” means a resolution passed by not less than three-fourths of such regular members entitled to vote as are present in person or by proxy, where proxies are allowed, at a general meeting of which notice specifying the intention to propose the resolution as a special resolution has been duly given.

MEMBERSHIP

2. The subscribers to the Memorandum of Association and such other persons as shall be admitted to membership in accordance to these by-laws, and none other, shall be members of the Society, and their names shall be entered in the Registry of Members accordingly.

3. For the purposes of registration, the number of members of the Society is unlimited.

4. There 4 Membership types in the Society;

Corporate membership - This membership has no voting rights, or contest eligibility.
Regular
Associate - This membership has no voting rights, or contest eligibility.
Affiliated - Describes a category for any member who holds a valid primary membership with a joint society, CMBES for example, that has an agreed-upon Memorandum of Understanding (MoU) with ACCES. Anyone who becomes an Affiliate member with ACCES will have no voting rights within ACCES, but will have agreed-upon membership discounts as per the MoU with that joint society and will not be eligible for promotional items or contests within ACCES.

5. Every member of the Society shall be entitled to attend any meeting of the Society.

6. Only regular members may vote at any meeting of the Society and to hold any office, but there shall be no proxy voting.

7. Regular and Associate Membership in the Society shall not be transferable.

8. Corporate memberships are transferable, between employees of said corporation and between legal entities (corporations) during time of transition.

9. The following shall be admitted to as a regular member in the Society:

Any individual over the age of 18 years residing in, or with offices in, Atlantic Canada and who upholds the objects of the Society and contributes to the support of the Society an amount to be determined at the General Meeting. Membership includes but is not limited to those working as biomedical engineering technologists and technicians, biomedical and clinical engineers, materials managers, medical technology managers, and other professionals who support the field of medical technology.

10. The following shall be admitted to as an associate member in the Society:

Any individual over the age of 18 years residing outside Atlantic Canada and who upholds the objects of the Society and contributes to the support of the Society an amount to be determined at the General Meeting. Membership includes but is not limited to those working as biomedical engineering technologists or technicians, biomedical and clinical engineers, materiels managers, medical technology managers, and other professionals who support the field of medical technology.

This category applies to all students regardless of location of residence.

11. The following shall be admitted to as a Corporate member in the Society:

Any manufacture, distributor, consulting firm, with ties to the Medical Field in Atlantic Canada.

12. Corporate memberships will be tied to the name of the individual applying on behalf of the corporation. Corporate memberships however are transferable see point 8 above.

13. No formal admission process for membership shall be required and the entry in the Register of Members by the Secretary of the name and address of any organization or individual shall constitute an admission to membership in the Society.

14. Membership in the Society shall cease upon the death of a member, or if, by notice in writing to the Society, he resigns his membership, fails to pay membership dues or if he/she ceases to qualify for membership in any other way with these by-laws.

FISCAL YEAR

15. The fiscal year of the Society shall be the period from April 1^st to March 31^st

16.

(a)The ordinary or annual general meeting of the Society shall be held within three months after the end of each fiscal year of the Society.

(b) An extraordinary general meeting of the Society may be called by the President or by the directors at any time, and shall be called by the directors if requisitioned in writing by at least twenty-five per centum (25%) in number of the regular members of the Society.

17. Seven days’ notice of a meeting, specifying the place, day and hour of the meeting and, in the case of special business, the nature of such business, shall be given to the regular members. Notice shall be given by Email to the regular member’s preferred Email address. Any notice shall be deemed to have been given societies membership solution system records a successful delivery. This only indicates that Email was not bounced back and the Email address is valid. We cannot determine if the Email is actually viewed by the regular member. The non-receipt of any notice by any regular member shall not invalidate the proceedings at any general meeting.

18. At each ordinary or annual meeting of the Society, the following items of business shall be dealt with and shall be deemed to be ordinary business:

Minutes of preceding general meeting;

Consideration of the annual report of the directors;

Consideration of the financial statements, including balance sheet and

operating statement and the report of the auditors thereon;

Election of directors for the ensuing year;

Election of officers;

Appointment of Auditors.

All other business transacted at an ordinary or annual general meeting shall be deemed to be special business and all business shall be deemed special that is transacted at an extraordinary general meeting of the Society.

19. No business shall be transacted at any meeting of the Society unless a quorum of regular members is present at the commencement of such business and such quorum shall consist of five regular members.

20. If within one-half hour from the time appointed for the meeting, a quorum of regular members is not present, the meeting, if convened upon the requisition of the regular members, shall be dissolved. In any case, it shall stand adjourned to such time and place as a majority of the regular members then present shall direct and if at such adjourned meeting a quorum of regular members is

not present, it shall be adjourned sine die.

21.

(a) The President of the Society shall preside as President at every general meeting of the Society;

(b) If there is no President or if at any meeting he is not present at the time of holding the same, the Vice-President shall preside as President;

(c) If there is no President or Vice-President or if at any meeting neither the President nor the Vice-President is present at the holding of the same, the regular members present shall choose someone of their number to be President.

22. The President shall have no vote except in the case of an equality of votes. In the case of an equality of votes, he shall have a casting vote.

23. The President may, with the consent of the meeting, adjourn any meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting, other than the business left unfinished at the meeting from which the adjournment took place, unless notice of such new business is given to the regular members.

24. At any meeting, unless a poll is demanded by at least three regular members, a declaration by the President that a resolution has been carried and an entry to that effect in the book of proceedings of the Society shall be sufficient evidence of the fact, without proof of the number or proportion of the regular members recorded in favour of or against such resolution.

25. If a poll is demanded in manner aforesaid, the same shall be held such in a manner as the President may prescribe and the result of such poll shall be deemed to be the resolution of the Society in general meeting.

VOTES OF REGULAR MEMBERS

26. Every regular member shall have one vote and no more.

DIRECTORS

27. Unless otherwise determined by general meeting, the number of directors shall not be less than five or more than fifteen. The subscribers to the Memorandum of Association of the Society shall be the first directors of the Society.

28. Any member of the Society shall be eligible to be elected a director of the Society.

29. Directors shall be elected by regular members at each ordinary or annual general meeting of the Society.

30. The regular members shall elect as a director, a representative nominated by each of the organizations which support the work of the Society and the remaining directors shall be elected by the regular members from among their number.

31. At the first ordinary or annual general meeting of the Society and at every other succeeding ordinary or annual general meeting, all the directors shall retire from office but shall hold office until the dissolution of the meeting at which their successors are elected and retiring directors shall be eligible for re-election. The term of a director is two years.

32. In the event that a director resigns his office or ceases to be a member in the Society, whereupon his office as director shall ipso facto be vacated, the vacancy thereby created may be filled for the unexpired portion of the term by the Board of Directors from among the regular members of the Society.

33. The Society may, by special resolution, remove any director before the expiration of the period of office and appoint another person in his stead. The person so appointed shall hold office during such time only as the director in whose place he is appointed would have held office if he had not been removed.

34. Meetings of the Board of Directors shall be held as often as the business of the Society may require and shall be called by the Secretary. A meeting of directors may be held at the close of every ordinary or annual general meeting of the Society without notice. Notice of all other meetings, specifying the time and place thereof, shall be given either orally or in writing to each director within a reasonable time before the meeting is to take place, but non-receipt of such notice by any director shall not invalidate the proceedings at any meeting of the Board of Directors.

35. No business shall be transacted at any meeting of the Board of Directors unless at least one-third in number of the directors are present at the commencement of such business.

36. The President or, in his absence, any director appointed from among those directors present shall preside as President at meetings of the Board.

37. The President shall have no vote except in the case of an equality of votes. In the case of an equality of votes, he shall have a casting vote.

POWERS OF DIRECTORS

38. The management of the activities of the Society shall be vested in the directors who, in addition to the powers and authorities by these by-laws or otherwise expressly conferred upon them, may exercise all such powers and do all such acts and things as may be exercised or done by the Society and are not hereby or by Statute expressly directed or required to be exercised or done by the Society in general meeting. In particular, the directors shall have power to engage a coordinator and to determine his duties and responsibilities and his remuneration. The directors may appoint an executive committee, consisting of the officers and such other persons as the directors decide.

OFFICERS

39. The officers of the Society shall be a President, a Director of Education, a Director of Professional Affairs, a Director of Publications, a Director of Finance, and a Secretary. The officers of Director of Finance and Secretary may be combined. The Society may also establish additional officer positions as required to facilitate the normal conduct of business.

40. The President shall have general supervision of the activities of the Society and shall perform such duties as maybe assigned to him or her by the members from time to time.

41. The regular members may also elect from their number a Vice-President. The Vice-President shall, at the request of the regular members and subject to its directions, perform the duties of the President during the absence, illness or incapacity of the President, or during such period of the President may request him or her to do so.

42.

(a) There shall be a Secretary of the Society who shall keep the minutes of the meetings of members and directors and shall perform such other duties as may be assigned to him or her by the regular members. If the regular members think fit, the same person may hold both offices of Secretary and Director of Finance.

(b) The directors may appoint a temporary substitute for the Secretary who shall, for the purpose of these by-laws, be deemed to be the Secretary.

AUDIT OF ACCOUNTS

43. The auditor of the Society shall be appointed annually by the members of the Society at the ordinary or annual general meeting and, on failure of the members to appoint an auditor, the directors may do so.

44. The Society shall make a written report to the members as to the financial position of the Society and the report shall contain a balance sheet and operating account. The auditors shall make a written report to the members upon the balance sheet and operating account, and in every such report, he shall state whether, in his opinion, the balance sheet is a full and fair balance sheet containing the particulars required by the Society and properly drawn up so as to exhibit a true and correct view of the Society’s affairs, and such report shall be read at the annual meeting. A copy of the balance sheet, showing the general particulars of its liabilities and assets and a statement of its income and expenditure in the preceding year, audited by the auditor, shall be filed with the Registrar within fourteen days after the annual meeting in each year as required by law.

45. The Society has power to repeal or amend any of these by-laws by a special resolution passed in the manner prescribed by law.

MISCELLANEOUS

46. The Society shall file with the Registrar with its Annual Statement a list of its directors with their addresses, occupations, and dates of appointment or election, and within fourteen days of a change of directors, notify the registrar of the change.

47. The Society shall file with the Registrar a copy in duplicate of every special resolution within fourteen days after the resolution is passed.

48. The seal of the Society shall be in the custody of the Secretary and may be affixed to any document upon resolution of the Board of Directors.

49. Preparation of minutes, custody of the books and records, and custody of the minutes of all the meetings of the Society and of the Board of Directors shall be the responsibility of the Secretary.

50. The books and records of the Society may be inspected by any member at any reasonable time within two days prior to the annual general meeting at the registered office of the Society.

51. Contracts, deeds, bills of exchange and other instruments and documents may be executed on behalf of the Society by the President or the Vice-President and the Secretary, or otherwise as prescribed by resolution of the Board of Directors.

52. The borrowing powers of the Society may be exercised by special resolution of the regular members