ARTICLE 1: NAME
ARTICLE 2: OBJECTIVES
ARTICLE 3: MEMBERSHIP
ARTICLE 4: DUES
ARTICLE 5: MEETINGS
ARTICLE 6: CHAPTER RESPONSIBILITIES
ARTICLE 7: BOARD OF DIRECTORS
ARTICLE 8: RESPONSIBILITIES OF OFFICERS
ARTICLE 9: STANDING COMMITTEES
ARTICLE 10: ELECTIONS
ARTICLE 11: AUDITORS
ARTICLE 12: AMENDMENTS
ARTICLE 13: DISCLOSURE OF CONFLICT OF INTEREST
ARTICLE 14: INDEMNIFICATION OF DIRECTORS OR OFFICERS
This chapter shall be known as the CANADIAN HEALTHCARE ENGINEERING SOCIETY (CHES) –MANITOBA CHAPTER.
(a) To promote, develop, and disseminate healthcare engineering technology;
(b) To compare and exchange provincial experience;
(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 engineering systems, equipment and buildings;
(e) To collaborate with other provincial organizations;
(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 governments and the public, on issues and policy related to all aspects of engineering in Manitoba Healthcare Facilities.
1. Membership in this Society shall include any person who is active in the delivery of healthcare engineering technology in the areas of administration, planning and design, construction, operations and maintenance and other related disciplines.
2. Membership shall become effective upon receipt of a formal application and membership dues.
3. There shall be six (6) types of membership, as follows:
1) REGULAR MEMBERSHIP:. A person is eligible for Regular Membership who is active in the healthcare field in the areas described above in item 3.1 above. Regular Membership entitles the member to all basic privileges and responsibilities in the Society. Regular Members have voting privileges, and may hold office in the society. The majority of a regular member’s day- to-day work is in a healthcare facility working for the facility or a third party.
2) STUDENT MEMBERSHIP: A person is eligible for Student Membership who is in good standing and enrolled and in good standing 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.
3) ASSOCIATE MEMBERSHIP: A person is eligible for Associate Membership if they provide managerial support, consulting services, products, and other such services to those involved in day-to-day delivery of health facility services and interested in the objectives of the society. Associate Members have voting privileges and may hold a seat on the Board of Directors but may not hold Executive office in the Society. For the Chapter, Associate Members may serve on the Chapter Board except for the position of Chair or Vice Chair. HONORARY MEMBERSHIP: An individual who is not a member and who has contributed to the accomplishment of the objectives of the Society or who has performed special service for the Society may be proposed for Honorary Membership. Such a person shall be recommended by the Membership Committee for consideration by the Executive. Honorary Members shall not pay fees and may not hold office or vote in the Society.
4) EMERITUS MEMBERSHIP: A person is eligible for Emeritus Membership who has been an active Regular or Associate Member of the Society for a minimum of five years and who is no longer active in the field of healthcare. Emeritus Members shall have the same rights and privileges of the membership category previously held in the society, but they may not hold Executive Office in the society. . For the Chapter, Associate Members may serve on the Chapter Board except for the position of Chair or Vice Chair.
5) 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 National Board of Directors, and shall be initiated by a recommendation by the Manitoba Chapter Executive. Lifetime Members shall not pay fees. Lifetime Members shall continue to have all the same rights and privileges of the membership category previously held, but they may not hold Executive office in the society. For the Chapter, Associate Members may serve on the Chapter Board except for the position of Chair or Vice Chair.
4. Termination of membership
a) A member in good standing can resign their membership by submitting a resignation to the Secretary.
5. Loss of eligibility
a) A member who no longer meets the requirements of eligibility as stated in Article 3 is no longer eligible for membership in the Society and his 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.
1. Annual Chapter dues shall be established by the Chapter Board of Directors.
2. The National Society collects the Chapter dues which are then forwarded to the Chapter.
3. Dues shall not be refundable due to termination of membership.
4. Any donation, money or material, shall become the property of the Society and shall be used for the purpose designated by the donor.
1. The Society shall meet every year in Manitoba, unless members resolve otherwise, to deal in a formal setting with matters of a policy nature and other business.
2. Special meetings of the membership may be called by the Chair of the Board of Directors, or upon petition of at least 20% of the membership.
3. The membership shall be given 30 calendar day notice in writing, prior to the date of annual or special meetings.
4. Special meetings of the Board of Directors may be called by the Chair or upon petition of the majority of its members.
a) A quorum of the Board of Directors present at the meeting shall consist of a majority of its elected provincial members.
b) The quorum for a membership meeting, annual or special, shall be of ten (10) members present and in good standing. A member in the Regular Membership, Associate Membership, Lifetime Membership, or Emeritus Membership classification shall be entitled to move or second motions at any such meetings and shall have one vote. Proxy voting will not be permitted.
6. Provided there is not a conflict with the Society By-Laws, Robert’s Rules of Order will govern.
7. The Chair of the Board of Directors shall preside at meetings. In his absence, the Vice-Chair shall assume the chair.
8. At any meeting, member(s) or Committee members may move and second a motion or prepare a resolution to cover the intent, and the motion or the resolution shall be referred to the Resolution by the By-Law Committee for further study and be reported back to the member(s) or committee by the Provincial Executive.
1. Any province, territory or geographical region may establish a local Chapter of the Society provided the constitution and By-Laws of the proposed Chapter as recommended to the chapter membership by the chapter Board of Directors, are subsequently approved by the national Board of Directors. . The provincial Chapter must 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.
2. A Provincial Chapter, at the time of affiliation with the Canadian Healthcare Engineering Society, shall have 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 the approval and acknowledgement of the National Board of Directors. Should an 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.
3. The purpose of Provincial Chapter of the Society is to provide an organized structure at the local level for members of the Society and others in the engineering field 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.
4. Approved Provincial Chapters shall have the authority to use the name and logo of the Society. The Chapter shall be known by Province, territory or district name of the Society.
5. Chapter organizations and operations shall be in accordance with any policies and procedures prepared by the Chapter or by the Canadian Healthcare Engineering Society, as amended and updated from time to time.
1. The affairs of the Society shall be managed by the Provincial Board of Directors.
2. The Board of Directors shall consist of the Chair, Immediate Past Chair, Vice-Chair, the Secretary, the Treasurer, and appointed Committee Chairs. The Immediate Past Chair is an honorary position and is not expected to be a working member of the Board of Directors .
3. Executive officers shall be elected for a two-year term by the members of the Society by secret ballot.
a) To be eligible for office, one must have been a participating member of the Society for a minimum of two years.
b) To be eligible to the office of Chair, a member in the Regular, classification must have served as an active Vice Chair of the Board of Directors for at least one term (2 years), except where his term as Vice Chair has been shorter due to the death or resignation of the Chair he succeeds.
c) To be eligible to the office of Vice Chair, a member in the Regular classification must have served for at least 2 years as an active member. The Vice Chair shall assume the duties of the Chair at the Chair’s request and shall assume the position of Chair at the end of the Chair’s term of office.
5. To be eligible for the office of Treasurer, a member in the Regular or Associate classification must have served as an active member for at least one term (2 years).
6. To be eligible for the office of Secretary, a member in the Regular or Associate classification must have served as an active member for at least one term (2 years).
7. Where there is a vacancy in the Board of Directors for any reason, the remaining members of the Provincial Board of Directors so long as there is a quorum shall appoint a member of the Society to fill the vacancy. The appointee shall hold office for the balance of the unexpired term of the vacating member.
8. Removal of Officers, Directors or members of the Provincial Board of Directors
a) If any member of the Board of Directors is unable to attend a meeting of the Executive, he/she shall so inform the Secretary prior to the meeting. If an elected member of the Executive absents himself/herself without the approval of the Executive, from three (3) consecutive meetings of the Executive of which he/she received due notice, the Executive may declare the seat to be vacant.
b) A Board of Directors member, a Director or an Officer may be removed from office by a two-third (2/3) majority vote at a special meeting of the Society.
1. The Chair shall act as Chair of the meetings of the Board of Directors and of the General Meetings and Special General Meetings of the Society Chapter. The Chair has a deciding voice only when voting has resulted in a tie.
2. The 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, together with such other powers and responsibilities, if any, as may from time to time be assigned to him, by the Executive.
3. The Secretary shall issue or cause to be issued, notices for all meetings of the Board of Directors and the Society, have charge of the minutes and records of the Society, record and maintain the minutes of the Board of Directors and other meetings of the Society; sign with the Chair or other signing officers of the Society such instruments requiring his signature, and perform such other duties as the terms of his engagement, or this By-Law calls for, or the Board of Directors may, from time to time, properly require of him.
4. The Treasurer shall have the care and custody of all funds and securities of the Society, and shall deposit them in the name of the Society in such bank or banks, or with such depository or depositories, as the Board of Directors may direct. He shall, at all reasonable times, exhibit his books and accounts to any member of the executive upon written request at the office of the Society or the place of business of the Treasurer during business hours. He 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. A minimum account balance of $5,000 shall be maintained and any portion of this minimum balance shall only be expensed by a vote of the Board of Directors.
5. No officer, Director or member of the Board of Directors shall receive any remuneration for his/her services.
6. Reasonable out-of-pocket expenses, when properly substantiated, and at the discretion of the Board of Directors, may be paid to a member of the Board of Directors, or to any other member who attends Board of Directors meetings or who acts on behalf of the Society away from his usual place of residence.
7. The Board of Directors shall vote and confirm approval of funding for the Chair and Vice-Chair (or a designate) to attend the Annual Trade Show and Education Forum. Subject to the available Chapter funds, the Chair and Vice-Chair should make every effort to attend the Annual Trade Show and Education Forum , to provide representation for the MB Chapter. The Chapter will pay for transportation, accommodation and the registration fees. In the event the Chapter has insufficient funds, the Board of Directors may elect to send only one or no representation.
8. The use of paid temporary help may be authorized as needed by the Board of Directors.
9. Certifying of documents issued by the Provincial Society and the withdrawal of Society assets from depositories may only be carried out by the Treasurer and the Chair or by any two (2) officers of the Society as authorized by the Board of Directors.
10. The Board of Directors shall be charged with the duty of conducting the business and management of the society and its affairs, while conforming to the provisions of these By-Laws, and Policies of the society.
11. The Board of Directors shall have the authority to establish, and alter or amend as required, society policies and procedures governing its meetings and the operations of the society, within the By-Laws.
1. Standing committees may include the following:
a) Membership Committee
b) Education Committee
c) Communications Committee
d) Resolution and By-Law Committee
e) Any other Committee deemed necessary by the Board of Directors.
2. The Chair of all Standing Committees shall be appointed by the Provincial Board of Directors.
1. Every two (2) years (even numerical years), concurrent with the members’ Annual Trade Show and Education Forum , the incoming Chair will be installed in office and the positions of Vice Chair, Secretary and Treasurer will be filled in accordance with the votes of the members as indicated in the ballots received. The position of Past Chair will be installed in office by the outgoing Chair.
2. A Nominating Committee Chair shall be appointed at the first Board of Directors meeting following their Annual Trade Show and Education Forum to serve for the ensuing two years. The Nominating Committee shall consist of three members of the Society, one of whom shall be the Chair. The other two members shall be selected by the Chair from the members at large and be subject to the approval of the Executive. The Board of Directors shall fill any vacancies which may occur in the Nominating Committee.
3. The time schedule for election procedures is as follows:
- At least four (4) months prior to a General Meeting, the Nominating Committee Chair shall issue a call for nominations.
- Three (3) months prior to the meeting, a second call is to be issued.
- Nominations are to be in the Chair’s hands two months prior to the meeting, at which time nominations close.
- The Chair shall collect biographies and statements from each nominee and prepare a ballot. The ballot shall be provided to the membership 4 weeks prior to the meeting.
- Ballots shall be returned not later than two weeks prior to the General Meeting. The results shall be announced at the General Meeting.
4. The Nominating Committee 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 Committee’s candidates shall not be identified in any way.
5. Nominations shall be signed by at least one members of the Society and the nominee must signify his consent to the nomination in writing. A member of the Society who is eligible to hold office in the Society 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.
6. Elections shall be conducted by ballot, and counted under the supervision of scrutineers which will be appointed by the Board of Directors. Confidentiality of ballots will be maintained.
7. In the case of an equality of votes for any office or position, the Nominating Committee Chair shall cast the deciding vote.
1. The Treasurer shall submit an official financial report to the membership which contains a statement of income and expenditure for the preceding fiscal year, together with a balance sheet, and any other information required by the By-Laws or by resolution of a previous annual meeting. At the request of the Board of Directors or the membership at an annual meeting, an auditor shall be appointed to review the books each year.
2. A financial report shall be presented to the members at each annual meeting.
3. The fiscal year shall be from January 1st to December 31st of each year.
4. The membership year shall be from April 1st to March 31st. to coincide with the Education Day where membership renewal is included in the registration.
1. Proposed additions to, amendments to, or revision of the By-Laws shall be submitted:
a) by the Board of Directors, or
b) by petition of at least ten (10) members in good standing of the Regular Membership.
Such proposals shall be forwarded to all members at least ninety (90) days prior to the General Meeting or a Special General Meeting.
2. Any amendment to, rescission of, or addition to the By-Laws shall be effective when ratified by more than fifty percent of the votes received from members entitled to vote and in attendance at the General Meeting. The Chair shall not vote except to cast a tie-breaking vote.
3. By-Laws can only be changed every two (2) years.
4. All votes must be by ballot.
5. Voting must follow procedures laid out in Article 10.
6. Results of the vote will be announced at the General Meeting of the membership and the amendment(s) shall become effective on that date.
7. Amendments to the By-Laws shall not be enforced or acted upon until the approval of the Minister of Corporations Directorate Industry Manitoba has been obtained.
1. Each Manitoba Chapter Executive Officer, or nominee for the position of officer or director, shall make written disclosure of any interest that might result in a conflict of interest, upon nomination to an office before appointment to fill the office, and annually during the term of office. Written disclosure shall be made to the Provincial Board of Directors. In the event that the conflict of interest is serious enough to jeopardize the interest and welfare of the Society, the Executive Officer, Director, or nominee shall resign from office, or retract the nomination.
1. The Canadian Healthcare Engineering Society - Manitoba Chapter shall indemnify any Director or Officer or former Director or Officer of the Society 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 Director or Officer of the Society, except in relation to matters as to which such Director or Officer of the Society, except in relation to matters as to which such Director or 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 Society. Such indemnification shall not be deemed exclusive of other rights to which such Director or Officer may be entitled, under any other By-Laws, agreement, a vote of the Members or as a matter of Law, or otherwise.
Presented and at the CHES Manitoba Education Day April 2018