CNSH Bylaws

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Canadian Network for Simulation in Healthcare

Bylaw No. 1

SECTION I. INTERPRETATION

1.1 Definitions
1.2 Other Definitions
1.3 Interpretation
1.4 Headings
1.5 Conflict with Bylaws
1.6 Invalid Provisions

SECTION II. IDENTITY

2.1 Name
2.2 Corporate seal

SECTION III. MEMBERS

3.1 Categories of Membership
3.2 Privilèges
3.3 Responsibilities of Membership
3.4 Membership Fees
3.5 Termination of Membership
3.6 Resignation
3.7 Membership Not Transferable

SECTION IV. BOARD OF DIRECTORS

4.1 Composition and Eligibility Requirements
4.2 Élections
4.3 Term of Directors
4.4 Resignation, Termination and Vacancy
4.5 Remuneration
4.6 Provisional Board

SECTION V. POWERS OF BOARD OF DIRECTORS

5.1 Management
5.2 Finances
5.3 Employees
5.4 Remuneration
5.5 Borrowing

SECTION VI. OFFICERS

6.1 Description
6.2 Eligibility Requirements
6.3 Elections and Appointments
6.4 Terms of Officers
6.5 Resignation, Termination and Vacancies

SECTION VII. DUTIES OF OFFICERS

7.1 President
7.2 President-Elect
7.3 Past President
7.4 Secretary
7.5 Treasurer
7.6 Other Officers

SECTION VIII. FIDUCIARY DUTY AND STANDARD OF CARE OF DIRECTORS AND OFFICERS

8.1 Duty and Standard of Care

SECTION IX. EXECUTIVE DIRECTOR

9.1 Description and Appointment
9.2 Duties

SECTION X. COMMITTEES

10.1 Committees
10.2 Composition
10.3 Eligibility Requirements
10.4 Appointments
10.5 Term of Office
10.6 Meetings
10.7 Finance and Audit Committee

SECTION XI. WORKING GROUPS AND TASK FORCES

11.1 Working Groups and Task Forces
11.2 Eligibility Requirements
11.3 Composition, Appointment and Terms of Office
11.4 Meetings

SECTION XII. MEETINGS OF THE BOARD OF DIRECTORS

12.1 Number and Notice
12.2 Voting
12.3 Quorum
12.4 Participation by Conference Telephone or other Electronic Means

SECTION XIII. MEETINGS OF THE MEMBERS

13.1 Number
13.2 Notice
13.3 Address for Notice
13.4 Voting
13.5 Quorum
13.6 Business at Annual Meeting
13.7 Special Meetings
13.8 Participation by Conference Telephone or other Electronic Means

SECTION XIV. MINUTES OF BOARD, MEMBERS AND COMMITTEE MEETINGS

14.1 Minutes

SECTION XV. PARLIAMENTARY PROCEDURE

15.1 Procedure

SECTION XVI. INDEMNIFICATION AND INSURANCE

16.1 Indemnification
16.2 Directors’ and Officers’ Liability Insurance

SECTION XVII. AMENDMENT OF BYLAWS

17.1 Submission
17.2 Approval

SECTION XVIII. EXECUTION OF CONTRACTS

18.1 Execution of Contracts

SECTION XIX. HEAD AND OTHER OFFICES

19.1 Head Office

SECTION XX. FINANCIAL YEAR

20.1 Financial Year

SECTION XXI. AUDITORS

21.1 Auditors

SECTION XXII. BOOKS AND RECORDS

22.1 Books and Records

SECTION XXIII. RULES AND REGULATIONS

23.1 Rules and Régulations