CARN/ACIIR Bylaws

Article No. 1

Definitions In these By-laws, unless the context otherwise specifies or requires:
1.1          “Annual General Meeting” means the annual general meeting of the Members;
1.2          “Association” means CARN Canadian Association of Rehabilitation Nurses – ACIIR Association canadienne des infirmières et infirmiers en réadaptation, a Canadian non-share capital corporation incorporated under the Canada Corporations Act
1.3          “Bi-annual Conference” means the conference put on by the Association every other year;
1.4          “Board” means the board of directors of the Association as constituted in accordance with Article 13 of these By-laws;
1.5          “By-laws” means any by-laws of the Association from time to time in force and effect; 1.6          “Chapter” means a chapter of the Association in accordance with Article 26 of these By-laws;
1.7          “Directors” means the directors of the Association from time to time and “Director” means any one of them;
1.8          “Graduate Nurse” means a person educated and trained to be a Registered Nurse, but is awaiting the Registered Nurse designation in Canada;
1.9          “Letters Patent” means the letters patent and any supplementary letters patent of the Association;
1.10        “Members” means the members of the Association, being Regular Members, Associate Members, Affiliate Members, Honorary Members, Retired Members and Student Members as such terms are defined in Article 6 of these By-laws and “Member” means any one of them;
1.11        “Registered Nurse” means a graduate trained nurse who has passed a provincial or territorial examination and has been licensed to practice nursing in Canada. This health care professional has received the Registered Nurse designation by the Canadian Nurses Association or by one or several provincial/territorial nurses associations; and
1.12        “Rehabilitation Nursing” means a philosophy of nursing care based on rehabilitative and restorative principles. The goals of Rehabilitation Nursing are to maximize functional ability, optimal health and adaptation to alterations in lifestyle. Rehabilitation Nursing is the provision of nursing care to individuals, and their families, who are experiencing temporary, progressive or permanent life-altering health situations such as chronic illness, disability, frailty and aging.

Article No. 2

Interpretation The By-laws shall, unless the context otherwise requires, be construed and interpreted in accordance with the following:
2.1          Words importing the singular number only shall include the plural and vice versa; words importing one gender shall include all genders; and the word “person” shall include individuals, bodies corporate, corporations, companies, partnerships, syndicates, trusts and any number or aggregate of persons;
2.2          The headings used in the By-laws are inserted for reference purposes only and are not to be considered or taken into account in construing the terms or provisions of the By-laws or to be deemed in any way to clarify, modify or explain the effect of any such terms or provisions; and
2.3          Whenever used in the By-laws, “mail” and “mailed” shall include prepaid postal delivery, telegram, cable, facsimile, electronic mail or other electronic means and “sent” shall mean mailed, delivered or otherwise communicated and “send” and similar words shall have corresponding meanings.

Article No. 3

Corporate Seal
3.1          The seal of the Association shall be in such form as shall be prescribed by the Board and shall include the full English and French names of the Association.

Article No. 4

Head Office
4.1          The head office of the Association shall be located in the city of Toronto in the province of Ontario, Canada, at the place therein where the activities of the association may from time to time be carried out.
4.2          The Association may establish such other offices and agencies elsewhere within Canada, as the Board, by resolution, may deem expedient.

Article No. 5

Objectives The objectives of the Association are:
5.1          To promote the highest standards of practice in Rehabilitation Nursing;
5.2          To promote the national specialty certification in Rehabilitation Nursing in Canada;
5.3          To promote Rehabilitation Nursing research and facilitate the exchange of knowledge;
5.4          To provide and promote networking opportunities for Registered Nurses   who are engaged in the practice of Rehabilitation Nursing; 5.5          To express the views of the Association to all appropriate groups (including government, education, professional associations and others) as needed; and
5.6          To participate in initiatives which support the needs of Canadians facing life altering health situations (ex: disabilities, chronic illnesses).

Article No. 5

Membership
6.1          Membership in the Association is a privilege and is contingent on compliance with the requirements as specified in these By-laws. 6.2          The membership categories of the Association shall be: Regular Member, Associate Member, Affiliate Member, Honorary Member, Retired Member and Student Member.
6.2.1           Regular Member:  shall be any Registered Nurse who is actively engaged (through clinical practice, education, administration and/or research) in the practice of Rehabilitation Nursing. A Regular Member is entitled to notice of and to attend, participate and vote at meetings of the Members, to be a Director or officer of the Association and to serve on a committee of the Association. A Regular Member shall pay the full membership fee.
6.2.2           Associate Member:  shall be a Registered Nurse involved in or interested in Rehabilitation Nursing who is practicing in the nursing profession outside of Canada as well as any Graduate Nurse who is practicing in Rehabilitation Nursing who is awaiting the Registered Nurse designation in Canada. An Associate Member is entitled to notice of and to attend and participate at meetings of the Members but is not entitled to vote at such meetings, nor may he/she be a Director or officer of the Association or serve on a committee of the Association. An Associate Member shall pay fifty (50%) percent of the membership fee for Regular Members and is not eligible to represent the Association at conferences, seminars and other such gatherings.
6.2.3           Affiliate Member: shall be a health care provider (other than a Registered Nurse and a student studying to become a Registered Nurse), an organization, a government agency, or a supplier of goods and services, related to Rehabilitation Nursing. An Affiliate Member is entitled to notice of and to attend meetings of the Members but is not entitled to participate or vote at such meetings, nor may he/she be a Director or officer of the Association or serve on a committee of the Association. An Affiliate Member shall pay fifty (50%) percent of the membership fee for Regular Members and is not eligible to represent the Association at conferences, seminars and other such gatherings.
6.2.4           Honorary Member: shall be an individual whom the Association wishes to honor for his/her contribution to Rehabilitation Nursing or to the Association. An Honorary Member shall be admitted by the Board in accordance with criteria established by the Directors. Such Members may serve the Association in any manner mutually agreeable to themselves and to the Directors. An Honorary Member is entitled to notice of and to attend and participate at meetings of the Members. If an Honorary Member also meets the criteria for being a Regular Member, he/she is entitled to vote at such meetings and may be a Director or officer of the Association or serve on a committee of the Association. An Honorary Member shall not be required to pay any fees to the Association.
6.2.5           Retired Member: shall be a  health care professional who has retired from active Rehabilitation Nursing, but still wishes to be involved with the Association. A Retired Member is entitled to notice of and to attend and participate at meetings of the Members. The Retired Member is not entitled to vote at such meetings, she/he is not eligible to represent the Association at conferences, seminars and other such gatherings, nor may she/he be a Director or officer of the Association or serve on a committee of the Association if she/he has been retired from active Rehabilitation Nursing for more than five (5) years and if he/she is not a Registered Nurse. A Retired Member shall pay fifty percent (50%) of the membership fee for Regular Members.
6.2.6           Student Member: shall be any full time nursing students enrolled in full-time studies at an academic institution. A Student Member is entitled to notice of and to attend and participate at meetings of  the Members but is not entitled to vote at such meetings, nor may he/she be a Director or officer of the Association but she/he could serve on a committee of the Association. A Student Member shall pay fifty percent (50%) of the membership fee for Regular Members and is eligible to represent the Association at conferences, seminars and other such gatherings. 6.3             Application for Membership
6.3.1            Application for membership in the Association shall be mailed to the Membership Coordinator of the Association, in such form(s) and in such manner as the Board may from time to time prescribe.
6.3.2            A person shall become a Member upon submission of a completed application for membership, payment of the applicable membership fee and approval of the application by the Membership Coordinator. It is the responsibility of the applicant to provide proof of his/her status (e.g.: provincial/territorial registration number; proof of Rehabilitation Nursing practice; proof of full-time student status; etc.) with his/her application. Membership cards shall be issued by the Membership Coordinator following acceptance as a Member. 6.3.3            An Associate Member who is a Graduate Nurse will automatically become a Regular Member with all its benefits on the date the Membership Coordinator receives proof that the Member has become a Registered Nurse.
6.3.4           Any Member who would like to change his/her membership category (except as stated in Article 6.3.3) must reapply for the desired membership category as specified in Articles 6.3.1 and 6.3.2.
6.3.5            Any Member who no longer meets the criteria for a Regular Member shall contact and inform the Association about his/her changed status within thirty (30) days of such change.

Article No. 7

Membership Fees
7.1          Fees for each fiscal year shall be determined by the Board and approved by vote of the Members at the Annual General Meeting. The Membership Coordinator shall collect membership fees from the Members.
7.2          Membership fees shall be due and payable annually on or before the first day of the Association’s fiscal year.
7.3          Members shall be provided with notice of the membership fees payable by them at least sixty (60) days before such fees are due and payable.
7.4          Members who are delinquent in the payment of membership fees by more than thirty (30) days shall be considered as resigned and shall be removed from the active membership roster until reinstatement of membership in accordance with Article 11 of these By-laws.
7.5           There shall be no reimbursement of membership fees under any circumstances.

Article No. 8

Resignation of Members
8.1           Any Member may at any time resign membership in the Association by giving written notice to that effect to the Secretary of the Association.

Article No. 9

Suspension and Termination
9.1          The interest of a Member is not transferable and lapses and ceases to exist upon the death or dissolution of the Member or when the Member ceases to be a Member by resignation, expulsion or otherwise in accordance with the By-laws.
9.2          Any Member may be suspended or expelled if he/she did not inform the Association in writing of his/her changed status in accordance with Article 6.3.5 of these By-laws.
9.3          If the Board determines by majority vote that any Member has discontinued activities that qualified him/her for membership, the membership of that Member shall automatically terminate effective the date of such determination. A Member shall have thirty (30) days from the date of his/her termination to appeal his/her termination in writing to the Board.
9.4          Members may be censured, suspended or expelled for breach of the Letters Patent, the By-Laws or the rules and policies adopted by the Board, or for any act, omission or conduct which the Board deems to be prejudicial to the welfare of the Association; provided that a Member may only be censured, suspended or expelled for any of such reasons:
(i)  after he/she has received at least thirty (30) days’ written notice of the reasons and given an opportunity to be heard before the Board; and (ii)  upon the affirmative vote of at least two-thirds (2/3) of the Directors.
9.5          All matters respecting censure, suspension and expulsion of Members and termination of membership shall be within the exclusive control and discretion of the Board.

Article No. 10

Effects of Termination
10.1        Termination of membership, whether by resignation, expulsion or otherwise, shall terminate forthwith all the rights of membership of the Member concerned and no further services will be provided by the Association to a Member. A Member shall remain liable for payment of any amount which became payable by the Member to the Association prior to the termination of his/her membership.

Article No. 11

Reinstatement
11.1        Any Member whose membership has lapsed or been cancelled, due to the non-payment of membership fees to the Association, may be automatically reinstated as a Member, upon payment of all membership fees to the Association, within 90 days his membership has lapsed or been cancelled. If it is being paid 90 days after the membership has lapsed or been cancelled, due to non payment of membership fee, a new application shall be completed and comply with the requirements for becoming a member as specified in Article 6.2.
11.2        Any Member whose membership has been suspended or terminated for any reason other than the non-payment of membership fees to the Association may apply to be reinstated. If the Member complies with all current requirements of membership and pays any outstanding monies owing to the Association, reinstatement may be made upon approval by the Membership Coordinator.

Article No. 12

Members’ Meetings
12.1       The Annual General Meeting shall be held in Canada on such day and at such time and place as determined by the Board. In each alternate year, the Annual General Meeting shall be held in conjunction with the Bi-annual Conference. In the following year of the Bi-annual Conference, the Members will have the option to attend the Annual General Meeting in person or by teleconference. At least five percent (5 %) of Members shall consent in advance to hold such a meeting or special meeting of members through teleconference. At all meetings of Members held through teleconference, the Secretary shall be responsible for the security of communications to the level specified by the Board. The Secretary shall be responsible to record the number of Members in attendance to verify that the quorum has been established.
12.2       The Secretary of the Association must send written notice thirty (30) days prior to the Annual General Meeting.
12.3       At the Annual General Meeting, in addition to any other business that may be transacted, the reports of the Board, the financial statements for the last completed year and the report of the auditor shall be presented, and the auditor shall be appointed for the ensuing year.
12.4       The President or a majority of the Board may call special meetings of the Members at any date and time and at any place within Canada. The President or a majority of the Board shall call a special meeting of the Members on written request of at least five percent (5%) of the Regular Members.
12.5       Fourteen (14) days prior written notice (in the manner provided by Article 30.1 of these By-laws) shall be sent to each Member of any special meeting of Members.
12.6        In the case of a special meeting of Members, the notice calling the meeting shall contain enough information to allow the Member to form a reasoned judgment on the decision(s) to be taken.
12.7        For purposes of transacting business at any meeting of the Members, ten percent (10%) of the Regular Members shall constitute a quorum. Any Member participating in a meeting by teleconference shall be deemed to be present at the meeting.
12.8        At all meetings of the Members, every question shall be decided by a majority of votes unless otherwise specifically provided by the Canada Corporations Act or the By-laws. In the case of an equality of votes, the chairperson of the meeting shall not have a casting vote. No Member shall be entitled to vote unless the Member has paid all fees, if any, payable by the Member.
12.9        Each voting Members present at a meeting shall have the right to exercise one (1) vote. Votes at meetings of the Members may be given either personally or by proxy. Every proxy must be in writing. A person appointed by proxy must be a voting Member. Notice of each meeting of Members may remind the Members that they have the right to vote by proxy. The Board may from time to time establish rules regarding the form and lodging of proxies.

Article No. 13

Board of Directors
13.1         First Directors The applicants for incorporation shall become the first Directors and Members. They shall appoint a President, a President-Elect, a Secretary and a Treasurer who shall each be appointed as Directors as well and eleven (11) other Directors (one Director to represent each province and one Director to represent the 3 territories) who shall continue in office on the Board until the Annual General Meeting held during the Bi-annual Conference in 2009 at which Annual General Meeting elections for their replacements, other than the President, will be held. The President-Elect appointed pursuant to this Article 13.1 shall become the President at the end of the Annual General Meeting held in 2009. 13.2         Number of Directors The affairs of the Association shall be managed by a Board which shall be comprised of: (i)               the President, President-Elect, Secretary and Treasurer; and
(ii)               ten (10) Directors to represent each province and one (1) Director to represent the three (3) territories, of which:

  • one (1) Director will represent each province with a registered provincial rehabilitation nursing association;
  • one (1) Director will represent each province without a registered provincial rehabilitation nursing association; and
  • one (1) Director will represent the three (3) territories with or without a registered territorial rehabilitation nursing association.

13.3         Election and Term The Directors shall be elected by the Members at an Annual General Meeting and shall hold office for a term of two (2) years, or until their successors are elected or appointed.
13.4         Qualifications
13.4.1          Every Director shall be an individual who is at least eighteen (18) years of age with the power under the law to contract and shall be a Regular Member who has Rehabilitation Nursing and committee work experience, or a Retired Member who has been retired for less than 5 years as indicated in Article 6.2.5. The Retired Member shall not seek a director position if his/her term of office extend past the 5 years of his/her retirement.
13.4.2          A Director representing a province shall reside in such province and the Director representing the three (3) territories shall reside in one of the territories.

Directors’ Meetings
14.1         Minimum Number of Meetings Except as otherwise required by law, the Board will hold a minimum of two (2) meetings per year, at a time and place determined by the Directors from time to time.
14.2         Special Meetings Special meetings of the Board may be called by or at the request of the President or any two (2) Directors.
14.3         Regular Meetings The Board may appoint a day or days in any month or months for regular meetings of the Board at a place and/or time to be named by the Board. A copy of the Board resolution fixing the place and time of regular meetings of the Board shall be mailed to each Director but no other notice of such regular meetings shall be required.
14.4         Business to be Transacted The Directors may consider or transact any business, either special or general, at any meeting of the Board.
14.5         Notice
14.5.1          Formal notice of meetings shall be sent or phoned to all Directors two (2) weeks prior to each meeting; provided that twenty-four (24) hours notice may be given for emergency meetings of the Board, as determined by the President.
14.5.2          A Directors’ meeting may be held, without notice, immediately following an Annual General Meeting.
14.6         Quorum Two-thirds (2/3) of the Directors shall form a quorum for the transaction of business at any meeting of the Board.
14.7         Adjournment
14.7.1         Any meeting of Directors may be adjourned from time to time by the chairperson of the meeting, with the consent of the meeting, to a fixed time and place.
14.7.2         Notice of any adjourned meeting of Directors is not required to be given if the time and place of the adjourned meeting is announced at the original meeting.
14.7.3         Any adjourned meeting shall be duly constituted if held in accordance with the terms of the adjournment and a quorum is present thereat.
14.7.4         The Directors who formed a quorum at the original meeting are not required to form the quorum at the adjourned meeting.
14.7.5         If there is no quorum present at the adjourned meeting, the original meeting shall be deemed to have terminated immediately after its adjournment.
14.7.6         Any business may be brought before or dealt with at any adjourned meeting which might have been brought before or dealt with at the original meeting in accordance with the notice calling the same.
14.8         Telephone conference
14.8.1          If all the Directors consent thereto in advance, generally or in respect of a particular meeting, and all Directors have equal access, a Director may participate in a meeting of the Directors, or of a committee of the Directors, by means of a telephone conference, as permits all persons participating in the meeting to communicate adequately with each other, and a Director participating in a meeting by such means is deemed to be present at the meeting.
14.8.2         The Secretary of the Association shall ensure each particular meeting is handled in a secure fashion.
14.8.3         Quorum shall be established by a verbal roll call conducted by the Secretary of the Association at the beginning of each particular meeting.
14.8.4         Each vote cast by a Director participating by teleconference call shall be recorded in the minutes by the Secretary of the Association.
14.9         Meetings by Other Electronic Means The Directors of the Association may meet by other electronic means that permits each Director to communicate adequately with each other, provided that:
14.9.1             The Directors of the Association has passed a resolution addressing the mechanics of holding such a meeting and dealing specifically with how security issues should be handled, the procedure for establishing quorum, and recording votes.
14.9.2             Each Director has equal access to the specific means of communication to be used.
14.9.3             All Directors have consented in advance to meeting by electronic means using the specific means of communication proposed for the meeting.
14.10    Minutes of Meetings The minutes of meetings of the Board shall be available to voting Members.

14.11    Questions Arising at Meetings

Questions occurring at any meeting of Directors shall be decided by a majority of votes. All votes at any such meeting shall be taken by ballot, if so demanded by any Director present, but if no demand is made, the vote shall be taken in the usual way by assent or dissent. A declaration by the President that a resolution has been carried and an entry to that effect in the minutes shall be prima facie evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. Each Director is authorized to exercise one (1) vote. In the case of a tie, the chairperson of the meeting shall be entitled to a second or casting vote in addition to his/her own vote as a Director.

Article No. 15

Directors Representing Provinces/Territories
15.1         The Directors representing the provinces/territories shall:
15.1.1         Communicate regularly with their provincial rehabilitation nursing association or/and provincial Members in order to maintain effective links between the Association and its Members; and
15.1.2         Perform such other duties as may from time to time be assigned to them by the Board.

Article No. 16

Powers of Board
16.1        Administer Affairs. The Board may administer the affairs of the Association in all things and make or cause to be made for the Association, in its name, any kind of contract which the Association may lawfully enter into and, save as hereinafter provided, generally may exercise all such other powers and do all such other acts and things as the Association is by its Letters Patent or otherwise authorized to exercise and do.
16.2        Expenditures. The Board shall have the power to authorize expenditures on behalf of the Association from time to time for the purpose of furthering the objects of the Association and may delegate by resolution to an officer or officers of the Association the right to employ and pay salaries to employees. The Board shall have the power to enter into a trust arrangement with a trust company for the purpose of creating a trust fund in which the capital and interest may be made available for the benefit of promoting the interests of the Association in accordance with such terms as the Board may prescribe.
16.3        Fund Raising. The Board shall take such steps as it may deem requisite to enable the Association to acquire, accept, solicit or receive legacies, gifts, grants, settlements, bequests, endowments and donations of any kind whatsoever for the purpose of furthering the objects of the Association.
16.4        Staffing. The Board may appoint an Executive Director of the Association and may delegate to him/her full authority to manage and direct the affairs of the Association (except such matters and duties as by law must be transacted or performed by the Board) and to employ and discharge agents and employees of the Association or may delegate to him/her any less power. The Executive Director shall conform to all lawful orders given by the Board and shall at all reasonable times give to the Board or any of the Directors all information they may require regarding the affairs of the Association.

Article No. 17

Liability and Protections of Board/Officers
17.1         For the Protection of Directors and Officers – Except as otherwise provided in the Canada Corporations Act, no Director or officer for the time being of the Association shall be liable for the acts, receipts, neglects or defaults of any other Director or officer or employee or for any loss, damage or expense happening to the Association through the insufficiency or deficiency of title to any property acquired by the Association or for or on behalf of the Association or for the insufficiency or deficiency of any security in or upon which any of the moneys of or belonging to the Association shall be placed out or invested or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person including any person with whom or which any moneys, securities or effects shall be lodged or deposited or for any loss, conversion, misapplication or misappropriation of or any damage resulting from any dealings with any moneys, securities or other assets belonging to the Association or for any other loss, damage or misfortune whatever which may happen in the execution of the duties of the Director’s or officer’s respective office or in relation thereto unless the same shall happen by or through the Director’s or officer’s own willful neglect or default.
17.2         Indemnity – Every Director or officer of the Association or other person who has undertaken or is about to undertake any liability on behalf of the Association and their heirs, executors and administrators, and estate and effects, respectively, shall from time to time and at all times, be indemnified and saved harmless out of the funds of the Association, from and againts: (i)  all costs, charges and expenses whatsoever which such Director, officer or other person sustains or incurs in or about any action, suit or proceeding that is brought, commenced or prosecuted against the Director, officer or other person for or in respect of any act, deed matter or thing whatever, made, done or permitted by them, in or about the execution of the duties of such office or in respect of any such liability; and (ii)  all other costs, charges and expenses which the Director, officer or other person sustains or incurs in or about or in relation to the affairs thereof; except such costs, charges or expenses as are occasioned by their own willful neglect or default. The Association shall also indemnify any such person in such other circumstances as the Act or law permit or requires. Nothing in these By-laws shall limit the right of any person entitled to indemnity to claim indemnity apart from the provisions of these By-laws to the extent permitted by the Canada Corporations Act or law.

Article No. 18

Officers
18.1         All officers shall be elected or appointed as provided in these By-laws.
18.2         The President-Elect, Secretary and Treasurer shall each be elected every two (2) years and shall serve a term of two (2) years.
18.3         The President and President-Elect shall be members of the Canadian Nurses’ Association
18.4         An individual may not hold more than one (1) office at the same time.
18.5         All officers of the Association shall serve until a successor has assumed office. Outgoing Directors shall remain available as consultants to in-coming Directors until they become familiar with their positions to a maximum of three (3) months after they are elected.
18.6         Only the secretary and the treasurer may be re-elected for a second two (2) year term.
18.7         The President-Elect shall assume the position of President upon completion of the President’s two (2) year term.
18.8         Except for the President-Elect, an individual may not hold two (2) different officer positions in a row.
18.9         The President shall:
18.9.1          Be the chief executive officer of the Association. He/she shall be responsible for the general and active management of the affairs of the Association. He/she shall see that all orders and resolutions of the Board are carried into effect;
18.9.2          Preside at all meetings of the Association;
19.9.3          Recommend the appointment of committee chairpersons to the Board;
18.9.4          Recommend the appointment of special committees to the Board;
18.9.5          Recommend the termination of committees to the Board;
18.9.6          Be a member, ex-officio, of all committees except the Nominating Committee;
18.9.7          Perform other duties as usually pertain to the office of President, or as directed by the Board;
18.9.8          Serve as chairperson of the Executive Committee; and
18.9.9          Sign all by-laws and minutes of meetings of the Board in the absence of specific direction by the Board to the contrary.
18.10  The President-Elect shall:
18.10.1        In the absence or inability or refusal to act of the President, perform the duties and exercise the powers of the President and shall perform such other duties as shall from time to time be assigned to him/her by the Board or by the President;
18.10.2        Fill the office of the President should that office become vacant;
18.10.3        Serve as parliamentarian at all meetings of the Association;
18.10.4        Serve as chairperson of the Finance Committee;
18.10.5        Direct the financial affairs and investments of the Association; and
18.10.6        Review the financial affairs of the Association, as necessary, with legal counsel and/or the auditor of the Association, as approved by the Board.
18.11    The Secretary shall:
18.11.1        Be responsible for the documentation of the activities of the Association;
18.11.2        Record the minutes of all meetings of the Association and transcribe and distribute copies of such minutes to the Directors within thirty (30) days;
18.11.3        Excerpt and submit pertinent data from the minutes of meetings of the Association to the respective committee chairpersons, where applicable;
18.11.4        Send notices of all Board meetings to the Directors;
18.11.5        Handle all correspondence of the Association and inform the President of any correspondence requiring consultation;
18.11.6        Send notices of all Members’ meetings as required;
18.11.7        Be the custodian of the seal of the Association and of all books, papers, records, correspondence, contracts and other documents belonging to the Association; and
18.11.8        Perform such other duties as may from time to time be assigned to him/her by the Board.
18.12    The Treasurer shall:
18.12.1        Keep full and accurate accounts of all receipts and disbursements of the Association in proper books of account;
18.12.2        Deposit all monies or other valuable effects in the name and to the credit of the Association in such bank or banks as may from time to time be designated by the Board;
18.12.3        Disburse the funds of the Association under the direction of the Board, taking proper vouchers therefor and render to the Board at the regular meetings thereof, or whenever required, an account of all transactions as Treasurer and of the financial position of the Association;
18.12.4        Work in collaboration with the Membership Coordinator to collect all membership fees and deposit all monies in the Association’s bank account according to Article 18.12.2; and
18.12.5        Perform such other duties as may from time to time be assigned to him/her by the Board.

Article No. 19

Election of Officers and Directors
19.1       Elections for Directors and officers of the Association shall be held at the Annual General Meeting which is held in the same year as a Bi-Annual Conference.
19.2        Voting for the election of directors is to be held by secret ballot deposited in person (which includes by proxy) at the Annual General Meeting or by mailed ballot. In the latter case, voting Members must return the written ballots the Chair of the Nominating Committee no later than seven (7) calendar days prior to the Annual General Meeting. The chairperson of the Nominating Committee shall be responsible for preparing the ballots and arranging for scrutineers.
19.3        Candidates with the largest number of votes shall be deemed elected.
19.4        Ties will be broken by drawing lots.
19.5        Where only one (1) candidate is nominated for a position, the candidate will be acclaimed.
19.6        The members of the Nominating Committee shall count the ballots from all sources. The results will be reported to the President in writing. The President will announce the results to the membership at the Annual General Meeting.
19.7        The President shall officially notify all candidates of the results of the election.
19.8        The President will destroy the ballots 48 hours after the election.
19.9        Terms of office will begin at the close of the Annual General Meeting.
19.10     All officers shall provide all records and other properties of the Association to their successors no later than one (1) week following the Annual General Meeting.

Article No. 20

Removal of Directors and Officers and Other Vacancies
20.1        The Members, by resolution passed by at least two-thirds (2/3) of the votes cast at an Annual General Meeting, of which notice specifying the intention to pass such resolution has been given, remove any Director or officer before the expiration of his/her term of office.
20.2        A Director or officer may, by notice in writing to the Association, resign from his/her position.

Article No. 21

Vacancies
21.1       Vacancies that occur in the Board due to the inability or ineligibility of the incumbent to continue in the office, or the incumbent’s removal from office, shall be filled in the following manner:
21.1.1          If the office of President becomes vacant, the President-Elect shall immediately assume office.
21.1.2          A vacancy in the office of President-Elect shall be filled by a vote of the Board from a slate submitted by the Nominating Committee until such vacancy shall be filled by election at the next Annual General Meeting.
21.1.3          A vacancy of any other officer will be filled by the Board from among the qualified Members until such vacancy shall be filled by election at the next Annual General Meeting.
21.1.4          Any Member filling a vacancy for an unexpired term of one (1) year or more shall be deemed to have served one (1) term.
21.1.5          A vacancy of a Director representing a provincial rehabilitation nursing association shall be filled by the Board based on nominations by the provincial rehabilitation nursing association until such vacancy is filled by election at the next Annual General Meeting.
21.1.6          A vacancy of a Director representing a province or territory that does not have a provincial rehabilitation nursing association, shall be filled by the Board until such vacancy is filled by election at the next Annual General Meeting.

Article No. 22

Executive Committee
22.1        There shall be an Executive Committee of the Association which shall consist of the President, President-Elect, Secretary and Treasurer. The Executive Committee shall be responsible for the implementation of policies and activities and for the ongoing operation of the Association in consultation with the other Directors.
22.2        Subject to the By-laws and any resolution of the Board, the Executive Committee may meet for the transaction of business and regulate its meetings as it sees fit and may from time to time adopt procedures in that regard. The provisions of Articles 14.1 and 14.5 of these By-laws shall apply to the Executive Committee.
22.3        A majority of the members of the Executive Committee shall form a quorum for the transaction of business.

Article No. 23

Other Committees
23.1         The Board may establish the following standing committees for the following purposes:
23.1.1         Membership Committee – The Membership Committee shall fulfill the purposes set out in Article 25.1 of these By-laws.
23.1.2         Conference Committee – The Conference Committee shall be appointed for the purposes of planning conferences and shall consist of local representatives (from where the bi-annual conference is going to be located), a Director who is on the Executive Committee and another Director.
23.1.3         Clinical Advisory Committee – The Clinical Advisory Committee shall be responsible for organizing and maintaining clinical topical interest groups. This Committee shall develop and recommend clinical practice guidelines to the Board.
23.1.4  Research Advisory Committee – The Research Advisory Committee shall organize and maintain research topical interest groups, and shall develop, maintain and regularly publish a national directory of Rehabilitation Nursing research projects and expertise in Canada. The Research Advisory Committee shall also advise the Members of grant sources through such means as the Association’s website and announcements through electronic means.
23.1.5  Education Committee – The Education Committee shall be responsible for developing strategic directions for professional and public information/education and for overseeing and evaluating education projects for the public, patients and families, and professionals.
23.1.6         Nominating Committee – The Nominating Committee shall fulfill the purposes set out in Article 24.1 of these By-laws.
23.1.7         Finance Committee – The Finance Committee shall be chaired by the President-Elect and shall work with the Treasurer on this committee. This Committee shall be responsible for advising the Board with respect to the timely and responsible receipt, disbursement, investment and accounting of funds, and the reporting of receipts and expenditures, assets and liabilities, and profits and losses.
23.1.8         Fund-Raising Committee – The Fund-Raising Committee shall be chaired by a Director. This Committee shall be responsible for the active solicitation of charitable donations to the Association from interested persons and groups.
23.2       The Board may from time to time appoint any other committee, ad hoc or otherwise, as it deems necessary or appropriate and with such powers as the Board shall see fit.
23.3       Subject to Articles 23.1.7 and 24.2, the Board shall appoint a chairperson of each committee based on his/her experience, qualifications and availability for each committee. The committee chairperson shall serve a two (2) year term. Each chairperson may re-submit their candidature to the Board in order to serve a second mandate in a row and the Board may, in its discretion, re-appoint him/her. The committee chairperson may not hold more than two (2) mandates in a row. Subject to Articles 23.1.7, 23.4 and 24.3, each committee chairperson may appoint committee members, as outlined in Article 6, from the Members or others as designated by the terms of reference of the committee.
23.4       A Director will be appointed by the Board to sit on each committee in a non-voting capacity within that committee.
23.5       Committee members may be removed by a majority vote of the Board and committees may be terminated by the Board, if, in the Board’s opinion, such committee is not functioning adequately or is no longer required.
23.6       The chairperson and the members of each committee shall be responsible for developing the terms of reference and further duties of the committee for approval by the Board.
23.7       Each committee shall meet as the need arises.
23.8      Each committee must submit a written report at each Annual General Meeting or more often if required by the Board or by the nature of the activities of the committee.

Article No. 24

Nomination Committee
24.1      The Nominating Committee shall be responsible for inviting nominees for election as Directors and officers of the Association, preparing a list of nominees for election to the Board and ensuring that the election process is conducted in accordance with the By-laws.
24.2      The immediate Past President of the Association shall be the chairperson of the Nominating Committee. In the event the immediate Past President is unable to act, the chairperson will be elected by and from the members of the Nominating Committee.
24.3      The Nominating Committee will be composed of three (3) Members from different provinces/territories, preferably Presidents (or designates) from provincial/territorial rehabilitation nursing associations, who are not candidates for election to the Board and who are recruited and appointed by the Board.
24.4      The Nominating Committee will be struck at the time of the Annual General Meeting in the year in which the officers are not elected (that is, in the year when no Bi-annual Conference is held).
24.5      The Nominating Committee shall:
24.5.1         Search for suitable nominees for officer positions.
24.5.2         Nominees for officer positions must be nominated by two (2) Members.
24.5.3         Nominees for Directors representing provinces/territories with a registered provincial rehabilitation nursing association must be nominated by their respective provincial/territorial rehabilitation nursing association.
24.5.4         Nominees for Directors representing provinces/territories without a registered provincial rehabilitation nursing association must be nominated by three (3) Members of their respective province/territory.
24.5.5         Obtain the written consent of all nominees to stand for election.
24.5.6         Verify the eligibility of all nominees to serve as Directors and officers.
24.5.7         Submit to the Board a list of nominees for election as Directors and officers together with their credentials and biographical data at least seventy (70) days prior to the meeting at which the election will be held.
24.6      The chairperson and the members of the Nominating Committee shall not be eligible to stand for nomination at the election for which they are preparing the slate of nominations.
24.7      The slate of nominations shall be published in the Association’s newsletter for distribution to the Members no later than sixty (60) days before the Annual General Meeting at which elections will take place.
24.8      If no candidates are nominated generally or for a particular position or for any reason a candidate must withdraw from the election prior to the Annual General Meeting, Members may nominate candidates at the Annual General Meeting. Each candidate must agree to stand for election.
24.9      The chairperson of the Nominating Committee will liaise with the chairperson of the Bi-annual Conference to ensure that time is set aside for the nominees to present their platforms to the Members. During the Bi-annual Conference, time will be allotted for campaigning, including a three (3) minutes speech to the Members.

Article No. 25

25.1        The Membership Committee shall be responsible for soliciting Members, responding to membership enquiries, sending membership renewal notices, reviewing qualifications of applicants for membership, maintaining the official list of Members, and compiling and distributing an annual membership directory.
25.2        The chairperson of the Membership Committee shall:
25.2.1          Maintain a directory of all Members in a format approved by the Board, prepare reports on membership and present them at each Board meeting or as requested, and maintain effective relationships with provincial/territorial rehabilitation nursing associations on membership issues; 25.2.2         Provide support to those provinces/territories without a provincial rehabilitation nursing association, in order to support the organization of a provincial rehabilitation nursing association, and the expansion of the membership of the Association; and
25.2.3         Perform such other duties as may from time to time be determined by the Board.
25.3         The Membership Committee shall:
25.3.1          Assist the chairperson of the Membership Committee with the annual membership renewal;
25.3.2         Maintain and update the membership application form and ensure mechanisms for renewal are in place and active;
25.3.3         Develop and coordinate programs and venues to recruit new membership into the Association;
25.3.4         Oversee the archiving of membership lists and ensure confidentiality of data is maintained;
25.3.5         Assist in the development, formation and maintenance of provincial associations or chapters;
25.3.6         Advise/inform the Executive Committee and the Board in regards to any membership issues as they arise; and
25.3.7         Provide an annual written report on membership and initiatives for recruitment in the current year and plans for the next calendar year. The report should be submitted to the Secretary seventy (70) days prior to the Annual General Meeting. At that time, the Secretary will submit it to the Board for their approval. Afterward, this report shall be submitted by the Secretary sixty (60) days prior to the Annual General Meeting for inclusion with the notice to the Members for the Annual General Meeting.

Article No. 26

Chapters
26.1       The Directors may establish Chapters of Members in each Canadian province and territory according to criteria determined by the Board.
26.2        The Chapters may be amalgamated on a regional basis with the Canadian territories or operate within the confines of a single province.
26.3        A Chapter shall foster, advance, and promote the objects of the Association within the area it is established.
26.4        The by-laws and the details of the Chapter structure, any division of policy-making authority between the Association and its Chapters, and relative duties and operations shall be established by the Board from time to time.

Article No. 27

Special Interest Groups
27.1        The Board may establish special interest groups related to the field of Rehabilitation Nursing. Membership in such special interest groups shall consist only of Regular Members. Special interest groups shall be formed mainly for the purpose of networking and shall assume such obligations and be accorded such privileges as may from time to time be established by the Board.

Article No. 28

Financial Matters
28.1        The fiscal year of the Association shall be April 1st to March 31st of each year unless otherwise determined by the Board. 28.2        The Board shall develop an annual budget for the Corporation.
28.3        The Regular Members shall, at each Annual General Meeting, appoint an auditor to audit the accounts of the Association for reporting to the Members at the next Annual General Meeting who shall hold office until the next following Annual General Meeting; provided, however, 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. No Director, officer or employee of the Association may act as auditor of the Association without the consent of one hundred percent (100%) of the Regular Members.
28.4        The Board may arrange for the bonding of any Directors, officers, committee members or staff of the Association that may have financial responsibilities on behalf of the Association.
28.5        Members, Directors and officers of the Association may not receive any loans from the Association.
28.6        Directors, officers and committee members of the Association shall receive no remuneration for acting as such; reasonable expenses incurred by any Director, officer, or committee member in the performance of his/her duty may be paid. A reasonable remuneration for all agents and employees shall be fixed by the Board by resolution. Such resolution shall have force and effect only until the next meeting of Members when such resolution shall be confirmed by resolution of the Members, or in the absence of such confirmation by the Members, then the remuneration to such agents or employees shall cease to be payable from the date of such meeting of Members.
28.7        The Board may from time to time:
28.7.1         Borrow money upon the credit of the Association;
28.7.2         Limit or increase the amount to be borrowed;
28.7.3         Issue debentures or other securities of the Association;
28.7.4         Pledge or sell such debentures or other securities for such sums and at such prices as may be deemed expedient;
28.7.5         Secure any such debentures, or other securities, or any other present or future borrowing or liability of the Association, by mortgage, hypothec, charge or pledge of all or any currently owned or subsequently acquired real and personal, movable and immovable, property of the Association, and the undertaking and rights of the Association; and
28.7.6         Delegate the powers conferred on the Directors under this Article
28.7 to such Directors or officers of the Association and to such extent and in such manner as the Directors shall determine. The powers hereby conferred shall be deemed to be in supplement of and not in substitution for any powers to borrow money for the purposes of the Association possessed by its Directors or officers independently of these By-laws. Nothing herein limits or restricts the borrowing of money by the Association on bills of exchange or promissory notes made, drawn, accepted or endorsed by or on behalf of the Association.
28.8         All cheques, drafts and orders for the payment of money shall be signed by the President and the Treasurer. In the absence of one or the other, all cheques, drafts and orders for payment of money shall be signed by the President-elect or the Secretary

Article No. 29

Amendments to By-laws
29.1        Proposed amendments to these By-laws may be submitted by the Board or by any Regular Member in writing to the Secretary of the Association at least three (3) months prior to the Annual General Meeting.
29.2        The Secretary will send a copy of any proposed amendments to each Member at least sixty (60) days prior to the Annual General Meeting.
29.3        The proposed amendments shall be reviewed at the Annual General Meeting and must be approved by two-thirds (2/3) of the voting Members present.
29.4        The enactment, repeal or amendment of any By-law shall not be enforced or acted upon until the written approval of the Ministry of Industry in respect of such By-law has been obtained.

Article No. 30

Notices
30.1        Service – Any notice or other document required to be sent to any Member, Director or officer or to the auditor of the Association shall be sent to any such Member, Director or officer at their latest address as shown in the records of the Association and to the auditor at its business address, or if the records of the Association have no address, then to the last address known to the Secretary of the Association. 30.2        Waiver of Notice – Notice may be waived or the time for the notice may be waived or abridged at any time with the consent in writing of the person entitled to such notice. Attendance of any such person at a meeting shall constitute a waiver of notice of the meeting except where such person attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.
30.3        Signature to Notices – The signature of any Director or officer of the Association on any notice or document to be given by the Association may be printed or otherwise mechanically produced, in whole or in part.
30.4        Computation of Time – Where a given number of days’ notice or notice extending over a period is required to be given under the By-laws, the day of service or posting of the notice shall not, unless it is otherwise provided, be counted in such number of days or other period.
30.5        Error or Omission in Giving Notice – No error or omission in giving notice of any meeting of Members or Directors or any adjourned meeting shall invalidate such meeting or make void any proceedings taken at such meeting.
30.6        Statement of Secretary – The statement of the Secretary that notice has been given pursuant to these By-laws shall be sufficient and conclusive evidence of the giving of such notice.

Article No. 31

Signature and Certification of Documents
31.1       Contracts, documents or any instrument in writing requiring the signature of the Association will be signed by any two (2) of the Officers.
31.2       The Board shall have the power from time to time to appoint, by resolution, any other person or persons to sign contracts, documents or instruments in writing generally or to sign one (1) or more specific contracts, documents or instruments in writing on behalf of the Association. 31.3       The Association shall not sign any documents or contracts for the sole purpose of endorsing a product or company. 31.4       The seal of the Association, when required, may be affixed to contracts, documents and instruments in writing signed on behalf of the Association.

CARN/ACIIR gratefully acknowledges the following members (CARN Steering and By-laws Committees) for their contributions in the development of this document: Daniel G. Savoie, Michelle Nadon and Mary Scarlett. Developed on April 30th, 2007.