ARTICLE 1: NAME
ARTICLE 2: OBJECTIVES
ARTICLE 3: DEFINITIONS
ARTICLE 4: MEMBERSHIP
ARTICLE 5: DUES
ARTICLE 6: GOVERNANCE
ARTICLE 7: MEETINGS
ARTICLE 8: CHAPTER OBLIGATIONS
ARTICLE 9: STANDING COMMITTEES
ARTICLE 10: ELECTIONS
ARTICLE 11: AUDITORS 
ARTICLE 12: AMENDMENTS 
ARTICLE 13: PUBLICATIONS 
ARTICLE 14: DISCLOSURE OF CONFLICT OF INTEREST 
ARTICLE 15: INDEMNIFICATION OF CHAPTER EXECUTIVE COMMITTEE MEMBERS 


ARTICLE 1:  NAME

This society Chapter shall be known as the CANADIAN HEALTHCARE ENGINEERING SOCIETY SASKATCHEWAN CHAPTER, which is denoted throughout this document by the word Chapter or the acronym CHES-SK.

ARTICLE 2: OBJECTIVES

(a) To promote, develop, and disseminate healthcare services that affect facility operations, maintenance and engineering technology;
(b) To compare and exchange local, provincial, regional and national experiences;
(c) To promote the principle of integrated design by improved collaboration between the professions (team approach);
(d) To promote more efficient management of operation, maintenance, fire protection, and safety of healthcare facilities, their engineered systems, equipment and buildings;
(e) To collaborate with healthcare and / or related organizations and regulatory bodies;
(f) To provide educational opportunities to increase knowledge and competence in the field of healthcare systems;
(g) To formulate and communicate ideas and advice to healthcare related professionals (administrators, nurses, physicians, etc.), governments and the public, on issues and policy related to all aspects of facility management in Canadian Healthcare Facilities.
(h) to promote the purpose, objectives and membership in the National Society and its various Chapters

ARTICLE 3: DEFINITIONS

In this by-law and all other by-laws of the organization, unless the context otherwise requires.

a) “Act” means the Canada Not-for-Profit Corporations Act S.C. 2009, c.23 including the Regulations made pursuant to the Act , and any statute or regulations that may be substituted, as amended from time to time;

b) “articles” means the original or related articles of incorporation or articles of amendment, amalgamation, continuance, reorganization, arrangement or revival of the Corporation;

c) “board” means the board of directors, at the national level, of the corporation, “director” means a member of the board; and “National executive office” refers to the position of President, Vice-President, Secretary, Treasurer and or Immediate Past President of the of the board; 

d) “chapter” means a local organization of any province, territory or geographic region, “executive committee means the duly elected members of the Chapter who look after the operational needs of the Chapter and “Chapter executive office” to the positions of Chair, Executive Vice Chair, Chapter Secretary, Chapter Treasurer and or Immediate Past Chair;

e) “by-law” means this by-law and any other by-law of the Corporation as amended and which are from time to time , in force and effect;

f) “meetings of members” includes annual general meeting (AGM) of members or a special meeting of members;

g) “special meeting of members” includes a meeting of any class or classes of members and or a special meeting of all members entitled to vote at an annual meeting of members or any other specially convened meeting according to the Act;

h) “ordinary resolution” means a resolution passed by the majority of not less than 50% plus 1 of the votes cast on that resolution;

i) “proposal” means a proposal submitted by a member of the Corporation that meets the requirements of section 163 (Shareholder Proposals) of the Act;

j) “regulations” means regulations made under the Act, as amended, restated or in effect from time to time; and 

k) “special resolution” means a resolution passed by the majority of not less than two-thirds (2/3) of the votes cast on that resolution.

ARTICLE 4: MEMBERSHIP

1. Membership in this Chapter of the Society shall include any person who is active in (or has retired from) the delivery of healthcare services in the areas of administration, planning, design, construction, supply, operations, maintenance and / or other related disciplines.

2. The process for membership begins with the receipt of a formal application by the Chair of the Chapter Membership Subcommittee, who upon verification shall forward it to the Chair of the National Membership Committee for his action and approval.  Membership shall become effective upon National approval and receipt of membership dues.

3. There shall be seven (7) types of membership, as follows:

a) REGULAR MEMBERSHIP: A person is eligible for Regular Membership who is active in the healthcare field in the areas described above. Regular Membership entitles the member to all basic privileges and responsibilities in the Society or their respective Chapter.  Regular Members have voting privileges, and may hold office in the Society.

b) STUDENT MEMBERSHIP: A person is eligible for Student Membership who is in good standing and enrolled in a course of study or training in a field related to healthcare, which could, upon completion make them eligible for membership.  Student Members may not vote or hold office in the Society.

c) ASSOCIATE MEMBERSHIP: A person who is interested in the objectives of the Society and who is peripherally involved in the delivery of healthcare services is eligible for Associate Membership.  Associate Members have voting privileges and may hold the Corporate / Associate seat only on the Board of Directors and or a Member at Large seat on the Chapter Executive Committee. 

d) CORPORATE MEMBERSHIP: An organization interested in the objectives of the Society and who is peripherally involved in the delivery of healthcare services is eligible for Corporate Membership and shall assign one individual in their corporation as their designate.  The assigned designate have voting privileges and may hold may hold the Corporate / Associate seat only on the Board of Directors and or a Member at Large seat on the Chapter Executive Committee. Any change in the designee shall be reported to the Secretary of the Society and or the Chapter.

e) HONORARY MEMBERSHIP: An individual who is not a member and who has contributed to the accomplishment of the objectives of the Society or Chapter or who has performed special service for the Society or Chapter may be proposed for Honorary Membership. Such a person shall be recommended by the Chapter Executive committee in conjunction with the National Membership Committee for consideration by the Board of Directors of the Society. Honorary Members shall not pay fees and may not hold office or vote in the Society or Chapter.

f) EMERITUS MEMBERSHIP: A person is eligible for Emeritus Membership who has been an active Regular Member of the Society for a minimum of five years and who is no longer active in the field of healthcare. Emeritus Members shall continue to have the same rights and privileges of the membership category previously held in the society or Chapter and may hold office in the Society or Chapter.  Emeritus membership fee shall be discounted as established from time to time by the Board of Directors of the Society.  A similar discount shall apply to registration fees at any Society or Chapter conference or educational function.

g) LIFETIME MEMBERSHIP: A member is eligible for Lifetime Membership who has a record of outstanding achievement on behalf of CHES.  This membership shall be conferred on the approved recommendation of the Chapter Executive in consultation with the National Board of Directors at their Annual meeting.  Presentation of such awards shall be given at the annual conferences at either the Chapter or National level, at the discretion of the eligible member who has been granted Lifetime Membership. Lifetime Members shall not pay fees. Lifetime Members shall continue to have all the same rights and privileges of the membership category previously held and may hold office in the Society or Chapter.

4. Termination of membership

a) A member in good standing can resign his membership by submitting his resignation to the Chair of the Chapter Executive committee.  Upon receipt of the resignation, the Chair shall inform the Chapter Executive committee, as well as the National Secretary, so the resigned member’s name can be removed from the membership data base.

5. Loss of Eligibility

a) A member who no longer meets the requirements of eligibility as stated in Article 43.3 (Canada Not-for-Profit Corporations Act S.C. 2009, c23) is no longer eligible for membership in the Society or Chapter and his/her membership shall be automatically terminated at the end of the term of which dues have been paid.

b) Nonpayment of dues:  Membership of any person, who is 90 days in arrears in the payment of annual dues from the membership renewal date, no longer receives membership benefits.

c) The Chapter Executive Committee or the National Board of Directors, in consultation with each other, may suspend or expel any member for any conduct or reason which they consider not to be in the best interests of the Chapter or Society. The Chapter Executive must inform the suspended member in writing of the approved suspension, the reason for the suspension, the date when the suspension comes into effect and that he/she has a right to appeal the decision within a specified time period. The written notification must be sent by registered mail in order to track receipt and fix the date of receipt.

6. Appeal Process

a) A suspended or expelled member shall have the option to appeal within the specified time period as indicated in the registered notification.  The Chapter Chair, in consultation with the National President, may at their discretion, agree to an extension of the appeal period, for unforeseen circumstances.  Should the member decide to appeal, he/she must give written notification to the Chapter Executive as well as there reason for the appeal within the specified time period.  If an appeal is requested, then the suspension will not take effect until the appeal process is concluded and a decision is returned to the member requesting the appeal.

b) Once an appeal is requested, an Appeal committee shall be established.  The Appeal Committee shall consist of three members at large, chosen as follows: 
        i. The first member of the Appeal committee to be appointed by the suspended member.
        ii. The second member of the Appeal committee to be appointed by consultation of the National President and the Chapter Chair.
        iii. The third member, who will act as Chair, to be appointed by the two members selected above in b) i. and b) ii.

ARTICLE 5: DUES

i) Annual dues shall be established from time to time by the National Board of Directors.

ii) Annual dues shall be split between the Society and Chapter based on need as determined by the Board of Directors. 

iii) All Society dues shall become the property of Society while Chapter dues shall become the property of the Chapter, which funds shall be allocated to operating funds upon presentation and approval of an annual budget.

iv) Dues shall not be refundable due to termination of membership.

v) Any portion of the dues allocated to the respective Chapters of the Society, or donations to the Chapter made on behalf of individuals, corporations, etc. or funds derived from educational events, Chapter conferences and or Chapter share of funds from National conferences shall be the property of the Chapter which shall be allocated to operating funds upon presentation and approval of an annual budget by the Chapter Executive Committee. A copy of which is to be submitted to the Board of Directors for their information.

vi) Audited statements from the Chapter must be submitted to the Board of Directors and kept on file at the National office.  

vii) Should a Chapter fold, then after all liabilities are settled, any remaining funds shall be put in trust with the Society for a period of five years.   Should the Chapter be restored within the five year period, then all funds in trust shall be returned to the Chapter. If the Chapter is not restored within five years then, at the discretion of the National Board of Directors, the trust fund may be absorbed into the operating funds of the society, to be used for the benefit of the Society membership as the Board of Directors sees fit. 

ARTICLE 6: GOVERNANCE

1. Governance

a) The affairs of the Chapter shall be managed by the Chapter Executive Committee in alignment with those of the Board of Directors.

b) The Chapter Executive Committee shall consist of the Chapter Chair, Chapter Immediate Past Chair, Chapter Executive Vice Chair, Chapter Secretary, Chapter Treasurer, Members at Large and any other chapter member(s) who holds a National office. The members of the Chapter Executive Committee shall be elected or approved by the members of the Chapter at an AGM or special meeting. 

c) The Chapter Executive Committee shall consist of not less than five (5) or not more than eleven (11) directors, each of whom at the time of his/her election and throughout his/her term of office shall be a member in good standing

d) The Chapter Executive may from time to time invite Chapter representatives of various Society and or Chapter committees/sub-committees to attend Chapter Executive Committee meetings for the purposes of receiving briefings on Committee /Sub-Committee work, actions required of the Chapter Executive Committee on behalf of its members, and directions regarding Chapter input on various Committee/Sub-Committee work.  While at Chapter Executive Committee meetings such Chapter representatives may, at the discretion of the Chapter Executive Committee, have full privileges.  

e) The executive officers of the Chapter shall consist of the Chair, Immediate Past Chair, Executive Vice Chair, Chapter Secretary and Chapter Treasurer.

f) The members of the Chapter Executive Committee, except for the Chair, the Immediate Past Chair and the Associate/Corporate Chair, shall be elected for a two (2) year term by the members of the Chapter.  These officers of the Chapter Executive Committee may serve more than two (2) consecutive terms in any one office.

g) The Chair position shall be filled by the Executive Vice Chair upon approval by the members of the Chapter at the AGM whenever elections are held.  This office shall be for a two (2) year period.

h) The Immediate Past Chair shall be filled by the Chair upon approval by the members of the Chapter at the AGM whenever elections are held.  This office shall be for a two (2) year period.

i) The Executive Vice Chair shall be elected to three (3) consecutive two (2) year terms; two (2) as Chapter Executive Vice Chair, two (2) as Chapter Chair and two (2) as Chapter Immediate Past Chair.  Once the Executive Vice Chair is duly elected, at the next AGM where elections are held the members of the chapter must re-affirm his/her succession to the next position. 

j) Should, for any reason, the members of the Chapter refuse to re-affirm the positions of Chair and Immediate Past Chair, then the Chapter Executive Committee will call for nominations from the floor and include those names on the ballet.

k) Should an office of the Chapter Executive Committee become vacant, for any reason, during the period between elections, then the Executive office of the Committee may appoint a member, who will fulfill the remainder of the term until the next election, upon approval by the remainder of the Chapter Executive Committee.  At the discretion of the Executive office and the Chapter Executive Committee, the two (2) consecutive term rule may be suspended until the next elections are held.  Members of the Chapter shall be informed of the appointment once it is confirmed.

2. Eligibility

a) To be eligible for office, one must have been a Member in good standing of the Society for a period of two (2) years.

b) To be eligible for the office of Chair, one must have been a member in the Regular, Emeritus, or Lifetime Membership classification and must have served as the active Executive Vice Chair of the Chapter Executive Committee for at least one term (2 years), except where his/her term as Executive Vice Chair has been shorter due to the death or resignation of the Chair he/she succeeds. 

c) To be eligible for the office of Executive Vice Chair, one must have been a member in the Regular, Emeritus, or Lifetime Membership classification and must have served at least two (2) years on the Chapter Executive Committee, a sub-committee Chair or held a National office, except where his/her term has been shorter due to the death or resignation of the Executive Vice Chair he/she succeeds.

d) To be eligible for the office of Immediate Past Chair, one must have been a member in the Regular, Emeritus, or Lifetime Membership classification and must have served as the active Chair of the Chapter Executive Committee for at least one term (2 years).  Should the position of Immediate Past Chair be shortened due to death or resignation the Executive Committee may appoint a former Chair to fulfill the position until the term expires.

3. Responsibility of Officers

a) The Chair shall act as Chair of all meetings of the Chapter Executive Committee and of the AGM and any special meetings of the membership of the Chapter.  The Chair has the deciding voice only when voting has resulted in a tie. For a complete list of duties please see TOR - Duties of the Executive Chair.

b) The Executive Vice Chair shall be vested with the powers, and perform all the responsibilities of the Chair in the absence, disability, or refusal to act by the Chair as directed by the Chapter Executive Committee, together with such other powers and responsibilities, if any, as may, from time to time, be assigned to him/her by the Chapter Executive Committee.  TOR - Duties of the Executive Vice Chair.

c) The Chapter Secretary shall issue or cause to be issued, notices for all meetings of the Chapter Executive Committee  and the Chapter, have charge of the minutes and records of the Chapter, record and maintain the minutes of the Chapter Executive Committee  and other meetings of the Chapter; sign with the Chair or other signing officers of the Chapter such instruments requiring his/her signature, and perform such duties as the terms of his/her engagement, or this By-Law calls for, or the Chapter Executive Committee may, from time to time, properly require of him/her.  TOR - Duties of the Chapter Secretary.

d) The Chapter Treasurer shall have the care and custody of all funds and securities of the Chapter, and shall deposit them in the name of the Chapter in such bank or banks, or with such depository or depositories, as the Chapter Executive Committee may direct.  He/she shall, at all reasonable times, exhibit his/her books and accounts to any member of the Chapter or the executive of the Board of Directors upon written request at the office of the Society or Chapter or the place of business of the Chapter Treasurer during business hours.  He/she shall be responsible for the preparation and show from whom all income has been received and to whom and for what reason all disbursements have been made.  He/she shall be a signing officer along with either the Chair or Executive Vice Chair for all monetary documents, and perform such duties as the terms of his/her engagement, or this By-Law calls for, or the Chapter Executive Committee may, from time to time, properly require of him/her. TOR - Duties of the Chapter Treasurer.

e) The Immediate Past Chair shall perform such duties as the terms of his/her engagement, or this By-Law calls for, or the Chapter Executive Committee may, from time to time, properly require of him/her.  TOR - Duties of the Immediate Past Chair.

f) Members at Large shall represent the members and perform such duties as the terms of his/her engagement, or this By-Law calls for, or the Chapter Executive Committee may, from time to time, properly require of him/her.  TOR - Duties of the Members at Large.

g) Any Chapter member who is a sitting Director on the Board of Directors for the Society will be an ex-official on the Chapter Executive Committee and hold the same privileges as other members of the Chapter Executive Committee while performing such duties as the terms of his/her engagement, or this By-Law calls for, or the Chapter Executive Committee may, from time to time, properly require of him/her. 

h) No officer, member of the Chapter Executive Committee shall receive any remuneration for his/her services.  

4. Responsibility of the Chapter Executive Committee

a) The Chapter Executive Committee shall be charged with the duty of conducting the business and management of the Chapter and its affairs, while conforming to the provisions of the Act, the Articles of Continuance, these By-Laws and Policies of the Chapter and the Society.

b) The Chapter shall of the authority to establish, and alter or amend as required, Chapter policies and procedures governing its meetings and the operations of the Chapter, within the Articles of Continuance, these By-Laws and the policies, procedures and By-Laws of the Society.

c) Reasonable out of pocket expenses, when properly substantiated, and at the discretion of the Chapter Executive Committee, may be paid to a member of the Chapter Executive Committee, or to any other member who attends Chapter Executive Committee meetings or who acts on behalf of the Chapter away from his usual place of residence, provided they are not compensated for such expenses through another organization.  For a complete list of entitled expenses and conditions please see policy # T1 - Travel and Expenses. 

d) The use of temporary help may be authorized as needed by the Chapter Executive Committee.

e) Certifying of documents issued by the Chapter may be carried out by the Chair and the Chapter Secretary, or by any two (2) officers of the Chapter Executive Committee as authorized by the Chapter Executive Committee.

f) The withdrawal of Chapter assets from depositories may be carried out by the Chair and the Chapter Treasurer, or by any two (2) officers of the Chapter Executive Committee as authorized by the Chapter Executive Committee.

5. Removal of Members of the Chapter Executive Committee

a) If any member of the Chapter Executive Committee is unable to attend a meeting of the Chapter Executive Committee, he/she shall so inform the Chapter Secretary prior to the meeting.  If the elected or approved members of the Chapter Executive Committee absents himself/herself without approval of the Chapter Executive Committee, from three (3) consecutive meetings of the Chapter Executive Committee of which he/she receives due notice, the Chapter Executive Committee may declare the seat to be vacant.

b) A Member of the Chapter Executive Committee may be removed from office by a two-thirds (2/3) majority vote at a special meeting of the Chapter called for that express purpose.

c) See Article 4 for further conditions regarding removal and appeal processes.

ARTICLE 7: MEETINGS

a) The Chapter shall hold an Annual General Meeting (AGM) in conjunction with its annual conference once a year, unless chapter members resolve otherwise, to deal in a formal setting with matters of a policy nature and other business.

b) Notice of the time and place of the conference and AGM of Chapter members shall be given to each Chapter member entitled to vote at the AGM by the following means:
    i) By mail, courier or personal delivery to each Chapter member entitled to vote at the meeting , during a period of thirty (30) days before the day on which the meeting is to be held; or
    ii) By telephonic, electronic or other communication facility to each Chapter member entitled to vote at the meeting , during a period of thirty (30) days before the day on which the meeting is to be held; or

Pursuant to subsection 197 (1) (Fundamental Change) of the Act a special resolution of the Chapter members is required to make an amendment to the By-Laws of the Corporation to change the manner of giving notice to Chapter members  entitled to vote at a meeting of the Chapter members.

c) Special meetings of the Chapter membership may be called by the Chair of the Chapter Executive Committee, or upon petition of at least five (5) percent of the Chapter membership.  Notice of time and place of the meeting will be provided to members using the same means as for AGMs.

d) The Chapter Executive Committee shall meet at least three (3) times annually to ensure the business of the Chapter and National requests are dealt with properly.  These meetings may take place as face to face or through available technology at the discretion of the Chair.

e) Notice of the time, place and agenda of the Chapter Executive Committee meetings shall be provided to the members and attendees of the Chapter Executive Committee by the following means:
    i) By mail, courier or personal delivery to each member and attendees of the Chapter Executive Committee at least seven (7) days before the day on which the meeting is to be held; or
    ii) By telephonic, electronic or other communication facility to each member and attendee of the Chapter Executive Committee at least five (5) days before the day on which the meeting is to be held; or
    iii) In the instance of a situation which in the opinion of the Chair must be dealt with by the members of the Chapter Executive Committee on an emergency basis, the Chair may call an emergency meeting of the Chapter Executive Committee on forty-eight (48) hours prior notice.  Should a quorum not be available for such a meeting, a majority of the Chair, Immediate Past Chair, Executive Vice Chair, Secretary and Treasurer may make any necessary decisions on behalf of the Chapter Executive Committee.  These meetings shall be recorded and reported as to actions taken on behalf of the Chapter at the next Chapter Executive committee and or annual meeting of the Chapter membership.

f) The quorum for a Chapter membership meeting, annual or special, shall be twenty-five (25) % of members present and in good standing.  A member in the Regular Membership, Associate Membership, Corporate Membership, Lifetime Membership or Emeritus Membership classification shall be entitled to move or second motions at such meetings and shall have one vote.  Proxy voting and absentee voting will not be permitted. 

g) A quorum of the Chapter Executive Committee present at the meeting shall consist of four (4) or 50% of the current Chapter Executive Committee members of who at least two (2) must be the Chair, Immediate Past Chair, Executive Vice Chair, Secretary or Treasurer.

h) At any meeting of Chapter members every question shall, unless otherwise provided by the articles or By-Laws or by the Act, be determined by a majority of the votes cast on the question.

i) At all meetings of the Chapter Executive Committee, every question shall be determined by a majority of the votes cast on the question.

j) Provided there is not a conflict with the Chapter or Society By-Laws, Robert’s Rules of Order will govern all meetings.

k) The Chair of the Chapter Executive committee shall preside over all meetings. In his absence, the Chapter Executive Vice-Chair shall assume the chair.  If neither are available then the Chapter Executive committee shall select a Chair from the members of the committee present.

ARTICLE 8: CHAPTER OBLIGATIONS

a) The Saskatchewan Chapter By-Laws must be approved by the Board of Directors, be self-supporting financially and therefore responsible for maintaining its own financial records, filing appropriate notices and forms with provincial and federal tax authorities and maintain necessary insurance coverage.

b) The Saskatchewan Chapter must maintain at least 10 regular members in good standing with the Society, of which fifty (50) percent would be regular members and shall maintain this minimum membership in the Chapter after approval and acknowledgement of the Board of Directors. Should the approved Chapter have fewer than the prescribed number of members, including five (5) regular members, for a period of four (4) years, the Board of Directors may dissolve the Chapter.

c) The purpose of the Saskatchewan Chapter of the Society is to provide an organized structure at the local level for members of the Society and others in the facilities management and other related fields of healthcare facilities; to facilitate their working together in areas of common interest; to conduct educational programs; to serve as a resource to the related local healthcare associations; to provide channels of communications between the Society and local groups, and to promote the purpose of and membership in the Society.

d) Saskatchewan Chapter shall have the authority to use the name and logo of the Society. 

e) The Saskatchewan Chapter’s organization and operation shall be in accordance any policies and procedures prepared by the Canadian Healthcare Engineering Society, as amended and updated from time to time, by the Board of Directors.

ARTICLE 9: STANDING COMMITTEES

a) Standing committees may include the following:
       i) Chapter Executive Committee
      ii) Membership Sub-Committee
      iii) Professional development Sub-Committee
      iv) Communications Sub-Committee
       v) Partnership and Advocacy Sub-Committee
      vi) Nominating Sub-Committee
     vii) Bursary Sub-Committee
    viii) Healthcare Standards Sub-Committee
      ix) Conference Planning Sub-Committee (Both Chapter and National when applicable)
       x) Any other Committee deemed necessary by the Chapter Executive Committee

b) The Chair and members of all Standing Committees shall be appointed by the Chapter Executive committee with the exception of the Chapter Executive Committee which shall be elected by the Chapter members.

ARTICLE 10: ELECTIONS 

a) Every two (2) years (even numerical years), the members will approve prior to the AGM the incoming Chair, Immediate Past Chair, Sitting Directors of the Society who are Chapter Members and the Members at large to sit on the Chapter Executive Committee.  At the same time the members will elect the Executive Vice-Chair.  These members of the Chapter Executive Committee shall hold office for a term expiring not later than the close of the second AGM of members following the election. 

b) Members of the Chapter Executive Committee will be installed in their respective offices during the AGM.   A list of the Chapter representatives sitting on National and or special sub-committees shall also be presented to the members at that time for information. 

c) The time schedule for election procedures is as follows:
    i) At least six (6) months prior to an AGM, the Executive shall issue a call for nominations.
   ii) Five (5) months prior to the meeting, a second call is to be issued.
  iii) Nominations are to be in the Executives hands four months prior to the meeting, at which time nominations close.
  iv) The Executive shall collect biographies and statements from each nominee and prepare a ballot.  The ballot shall be provided to the membership three months prior to the meeting.  Ballots shall be returned not later than two months prior to the General Meeting. 

d) The Executive shall prepare a list of additional nominees to provide regional and/or discipline representation to be included on the ballot with the nominees from the membership.  The Sub-Committee’s candidates shall not be identified in any way. 

e) Nominations shall be submitted by at least one Chapter member and the nominee must signify his consent to the nomination in writing. A member of the Chapter who is eligible to hold office in the Chapter may nominate himself for an office(s).  For a nominee to be eligible for more than one office, he is required to state an order of preference for the offices. 

f) Elections shall be conducted by ballot, and counted under the supervision of scrutineers which will be appointed by the Chapter Executive committee from the Chapter membership at large. Confidentiality of ballots will be maintained.

ARTICLE 11: AUDITORS 

a) At each AGM the services of an accountant to review the annual books will be approved and the Treasurer shall submit an official financial report to the membership, which contains a statement of income and expenditures for the preceding fiscal year, together with a balance sheet, and any other information required by these By-Laws, or by the ACT, or by a resolution of the members as enacted at a previous meeting of the members. 

b) A financial report shall be presented to the members at each AGM.

c) The fiscal year and the membership year shall be from April 1st to March 31st. 

ARTICLE 12: AMENDMENTS 

a) Proposed additions to, amendments to, or rescission of the By-Laws shall be submitted:
    i) by the National Board of Directors
   ii) by the Chapter Executive Committee or
  iii) by petition of at least five (5) members in good standing of the Regular, Emeritus, or Lifetime Membership. 

Such proposals shall be forwarded to all members at least sixty (60) days prior to the AGM or a Special General Meeting. 

b) Any amendment to, rescission of, or addition to the By-Laws shall be effective when ratified by more than two-thirds (2/3) of the votes received from members entitled to vote. The Chair shall not vote except to cast a tie-breaking vote. 

c) By-Laws can only be changed every two (2) years.

d) All votes must be by ballot. 

e) Results of the vote will be announced at the next General Meeting of the membership and the amendment(s) shall become effective on that date. 

f) Amendments to the By-Laws shall not be enforced or acted upon until the approval of the Chapter membership at large and National Board of Directors has been obtained. 

ARTICLE 13: PUBLICATIONS 

a) These By-Laws shall be published in English only. 

ARTICLE 14: DISCLOSURE OF CONFLICT OF INTEREST 

a) Each Chapter Executive Committee member, or nominee for a position within the Chapter Executive Committee, shall make written disclosure of any interest that might result in a conflict of interest, upon nomination as a member of the Chapter Executive Committee before appointment to fill the position, and annually during the term of being served. Written disclosure shall be made to the Chapter Executive Committee. In the event that the conflict of interest is serious enough to jeopardize the interest and welfare of the Chapter, the member or nominee shall resign from office, or retract the nomination. 

ARTICLE 15: INDEMNIFICATION OF CHAPTER EXECUTIVE COMMITTEE MEMBERS 

1. The Chapter shall indemnify any member or former member of the Chapter Executive Committee against any expenses actually and necessarily incurred or imposed (including but not limited to, judgments, costs and counsel fees) in connection with the defense of any action, suit or proceeding in which involvement occurred by reason of being or having been such member of the Chapter Executive Committee, except in relation to matters as to which such member of the Chapter Executive Committee, except in relation to matters as to which such member Officer shall be adjudged in any action suit, or proceeding to be liable for negligence or misconduct in the performance of a duty for the Chapter Executive Committee. Such indemnification shall not be deemed exclusive of other rights to which such member may be entitled, under any other By-Laws, agreement, a vote of the Members or as a matter of Law, or otherwise.