Incorporated 2000
Founding Organizations:
Canadian Society of Diagnostic Medical Sonographers
Canadian Society of Echocardiographers
Canadian Society of Vascular Technology
Letters of Incorporation signed by:
Denise McIver, President CSDMS
Dr. Kwan Chan, President CSE
Gina Kelly, President CSVT
TABLE OF CONTENTS:
Article 1: Definitions
Article 2: Interpretation
Article 3: Head Office
Article 4: Registration Conditions and Categories
Article 5: Registration Fees
Article 6: Appointment of Directors of the Board
Article 7: Vacancies of Directorships
Article 8: Responsibilities of the Board of Directors
Article 9: Meetings
Article 10: Committees of the Board
Article 11: Execution of Documents
Article 12: Indemnification of Directors and Officers
Article 13: Financial
Article 14: Policies and Procedures
Article 15: Dissolution of the Registry
Article 16: Review and Amendments of Bylaws
Revised 2008
In these Bylaws, unless the context otherwise requires:
1.1 "Act" means the Canada Corporations Act as amended from time to time, and any Statute that may be substituted therefore as amended from time to time;
1.2 "Appoint" includes "elect" or “nominate” and vice versa;
1.3 “Board" means the board of directors of the Corporation;
1.4 "Bylaws" means this bylaw and all other bylaws of the Corporation from time to time in force and effect;
1.5 “Corporation” means the Canadian Association of Registered Diagnostic Ultrasound Professionals;
1.6 "Registrant" means a Sonographer who is a member of the Corporation.
2.1 In these Bylaws and in all other By-laws of the Corporation hereafter passed, unless the context otherwise requires, words importing the singular number or the masculine gender shall include the plural number or the feminine gender, as the case may be, and vice versa, and references to persons shall include firms and corporations.
3.1 The head office of the Corporation shall be located at Kemptville, in the Province of Ontario, Canada, at the place therein where the business may from time to time be carried on.
3.2 The Corporation may establish such other offices and agencies elsewhere within or outside Canada as the Board may deem expedient by resolution.
4.0 Registration in the Corporation shall be limited to persons interested in furthering the objects of the Corporation. A member of the Corporation shall consist of anyone whose application for admission as a registrant has received the approval of the Board, provided that they have also made payment of the registration fee.
The Corporation shall have two (2) categories of registration as follows.
4.1 Current Registrant:
4.1.1 will be Sonography practitioners who are currently active in the practice, education and application of diagnostic medical sonography; this includes clinical practitioners, educators in Diagnostic Medical Sonography training programs and clinical applications specialists.
4.1.2 shall provide timely payment of registration fees.
4.1.3 shall adhere to work requirements and continuing educational and professional requirements as reflected in the Policy and Procedures manual.
4.1.4 shall have obtained national certification standards as determined by the Board
4.2 Interim Registrant
4.2.1 Are those Registrants whose registration dues are in arrears for a period of more than two months and/or have not maintained the requirements of current registration to a level required without rectification after notice from the Executive for a period more than two (2) months but less than six (6) months.
4.2.2 Interim Registrant Members shall be notified of their status by the Executive , and shall have their status noted in the Registry
4.3 Inactive status; sonographers who are currently not active in the profession and wish to remain on the registry must adhere to the following guidelines;
4.4 Registrant members of the corporation, unless appointed to the Board or Committees of the Board, have no voting privileges in the Corporation.
4.5 Termination of Registration
Current or Interim Registration in the Corporation is not transferable and shall terminate:
4.4.1 Upon the death of the member
4.4.2 Upon written resignation addressed to the Executive Director
4.4.3 By unanimous vote of the Board, provided that the Current or Interim registrant is given written notice of the reasons for rumination and an opportunity for appeal within 3 months of receiving such notice.
4.4.4 At the expiration of a six (6) month period of Interim Registration
4.6 Reinstatement
An Interim registrant whose registration has terminated as a result of the expiry of a
six (6) month period of Interim registration or expulsion by the Board may apply to the Executive Committee through the Executive Director for reinstatement of registration in the Corporation. The conditions necessary for reinstatement shall be determined at the sole discretion of the Executive Committee, and shall include an additional dues assessment to regain dues in arrears.
5.1 The Board shall establish an annual registry fee of which the amount shall be reviewed periodically.
5.2 The annual registry fee is due and payable on a date set by the Board.
6.1 The applicants for incorporation shall become the first directors of the Corporation whose term of office on the Board of Directors shall be until the election of the Board of Directors as set forth in these by-laws.
6.2 Directors of the Corporation shall be:
6.3 The full Board of CARDUP shall be comprised of:
6.3.1 The Chairperson will be appointed from the Chairperson- Elect
6.3.2 The Chairperson Elect will be elected by the sitting members of the Board and be a representative from the sonography discipline directors, the National Education Advisory Board (NEAC) director or the Francophone director.
6.3.3 Appointed advisors serve on the board in an advisory capacity and hold no voting privileges.
6.3.4 The eight (8) Board appointed positions, as follows, have the right to one vote each:
Two (2) CRGS Sonographers representing the Generalist discipline (positions 1 & 4)
Two (2) CRCS Echocardiographers representing the Cardiac discipline (positions 2 & 5).
Two (2) CRVT Vascular Sonographers representing the Vascular discipline (positions 3 & 6)
One (1) NEAC representative as a nomination from the NEAC (7)
One (1) registered Francophone Sonographer representing Francophone Sonographers (8)
6.4 The discipline representatives are the Directors of the Board and are nominated by current Registrants. The Board will review the qualifications of the nominee and vote on each nominee with a simple majority vote.
6.5 A Director’s term shall be 2 year(s) with a maximum of two (2) two year terms holding the same office or longer at the discretion of the Board.
6.6 The number of directors shall be reviewed from time to time by the Board
6.7 The directors shall serve without remuneration or profit from their position as such; provided that a director may be paid reasonable travel costs incurred by them in the performance of their duties. Nothing herein contained shall be construed to preclude any director from serving the Corporation as an officer or in any other capacity and receiving compensation therefore.
6.8 A retiring Director shall remain in office until the dissolution or adjournment of the meeting at which his retirement is accepted
7.1 The office of a director shall be become vacant upon the occurrence of any of the following events:
7.1.1 if the director has completed their term of office or resigned their office by written notice to the Executive Director which will be effective upon the date received by the Executive Director or the date indicated in the written notice
7.1.2 if the director is found by a court to be of unsound mind;
7.1.3 if at a special meeting of voting members, of which there is a quorum, a resolution is passed by a two-thirds (2/3) majority vote of the members present at a meeting to determine that the director be removed from office
7.1.4 if the director ceases to be a member of the Corporation
7.1.5 upon death
7.2 A vacancy occurring in the Board of Directors by any means shall be filled as follows:
7.2.1 the remainder of the term may be filled by any Director presently on the Board by a vote of the voting members of the Board, or
7.2.2 as long as a quorum is maintained such vacancy shall be filled at the next meeting of the Board at which the Directors for the ensuing term are elected, or
7.3.3 if there is not a quorum of Directors the remaining Directors shall forthwith call a meeting of the voting members to fill the vacancy.
8.1 The Board shall manage all of the business and affairs of the Corporation and shall see that all necessary books and records of the Corporation required by the By-laws of the Corporation or by any applicable statute or law are regularly and properly kept.
8.2 The Board shall administer the affairs of the Corporation in all things and make or cause to be made for the Corporation, in its name, any kind of contract which the Corporation may lawfully enter into and exercise all such other powers and do all such other acts and things as the Corporation is by its charter or otherwise authorized to exercise and do.
8.3 The Board shall have the power to authorize expenditures on behalf of the Corporation, employ and pay salaries to employees, enter into arrangements or contracts, acquire or accept monies for the purpose of carrying into effect and promoting the interest of the Corporation in accordance with such terms as the Board may prescribe.
8.4 The Board of Directors shall contractually appoint an Executive Director who shall:
8.4.1 be an employee of the corporation.
8.4.2 maintain the books of record ( minutes) required by the Act
8.4.3 maintain the register of registrant members of the Corporation
8.4.4 shall represent the administration of the corporation
8.5 The Board may appoint other non-voting officers, agents and advisors from time to time, and such persons shall perform duties as authorized by the Board.
8.6 The Board may delegate such powers to such officers or directors of the Corporation as may be set out in these By-laws, provided that money matters shall be dealt with by the Board directly Nothing herein limits or restricts the borrowing of money by the Corporation on bills of exchange or promissory notes made, drawn, accepted or endorsed by or on behalf of the Corporation.
8.7 The Board may at any time remove any officer of the Corporation, with or without cause, unless the resolution or contract providing for the appointment of such officer stipulates otherwise.
8.8 The Corporation shall maintain a liaison with the CSDMS and other relevant professional bodies.
9.1 Robert’s Rules of Order shall govern the conduct of meetings of the members, insofar as they are consistent with the By-laws of the Corporation.
9.2 Meetings of the Board of Directors shall be held at the call of the Executive Director, Chairperson or a group of at least 3 Directors.
9.3 Meetings of the Board of Directors shall be held a minimum of two (2) times per year, the first being before June 30 and the second after September 1st of the same year unless otherwise determined by the Board.
9.4 The Executive Director of the Corporation, or their designate will act as the secretary of the meeting. In the absence of the previously mentioned person, the Chairperson may appoint some person, who need not be a member, to act as secretary of the meeting.
9.5 The Chairperson shall preside at all meetings. In his absence the chairperson, a chairperson may be chosen by the Board from any of the officers present at the meeting
9.6 A quorum for a meeting shall constitute three directors (one representative from each discipline) of the Board and shall require the attendance of the Chairperson or his designate
9.7 Every question (motion) shall be decided by a simple majority vote unless the By-laws state otherwise. In the case of a tie vote the chairperson casts the deciding vote.
9.8 Special meetings may be called at any time by the Executive Director, Chairperson or a group of at least three (3) Directors. Notice given shall contain sufficient information to permit the members to be informed about the specific decision to be taken.
9.9 The only persons entitled to be present at a meeting of the members shall be the Board members, the officers, and the auditor of the Corporation, and others who, although not entitled to vote, are entitled or required under any provision of the Act or By-laws to be present at the meeting. Any other persons may be admitted only on the invitation of the chairman of the meeting or with the consent of those present and entitled to vote at the meeting.
9.10 Notice of a meeting of the Board shall be given to all Directors at least:
9.10.1 72 hours prior to the meeting, if given by telephone, facsimile, or e-mail; or
9.10.2 14 days prior to the meeting, if given by mail.
For purpose of sending notice to any voting member, director or officer for any meeting or otherwise, the address of the voting member, director or officer shall be their last address recorded on the registry of the Corporation, and no inadvertent or unintentional error or omission in giving notice of any meeting of the voting members of the Corporation shall invalidate such meeting or make void any proceedings taken by the Board at such meeting.
9.11 If a majority of Directors approve of the holding of a Director's meeting by means of telephone or other communication facilities, and provided that each Director consents in advance of any meeting of Directors, and each Director has equal access to the method of communication, and further provided that all Directors participating in the meeting are able to communicate adequately with each other, such meeting shall be held by the approved communication method and a Director participating in a meeting by these means is deemed to be present at the meeting.
9.12 If fifteen (15) minutes after the time appointed for the holding of a meeting a quorum is not present, the meeting, if convened upon a request of the voting members, shall be dissolved. In any other case, it shall stand adjourned to the same day in the next week at the same time and place; and if at such adjourned meeting a quorum were not present, those voting members who are present shall be deemed to be a quorum, and may transact all business which a full quorum might have done. Notice of the adjournment shall not be required to be given to those voting members not in attendance of the meeting so adjourned. No business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting so adjourned.
9.14 Proxy votes will be permitted, provided they are submitted in a form acceptable to the Board. Proxies may be in the form of a vote for that member or to appoint another member to represent their vote at said meeting.
10.1 Executive Committee
10.1.1 The Board may appoint an executive committee(“Executive Committee”) whose officers consist of Executive Director, Chairperson, Chair-elect and Secretary
10.1.2, A minimum of two officers shall constitute a quorum
10.1.3 They shall meet at agreed upon times having been given sufficient notice which shall be at least fourteen (14) days if given by mail or seventy-two (72) hours by any other form of communication
10.1.4 The Executive Committee shall be responsible to the Board of Directors
10.2 Other Committees
10.2.1 The Board may appoint other committees (standing or special) whose members shall serve at the pleasure of the Board and be responsible to the Board in all matters.,
10.2.2 A minimum of two members shall constitute a quorum
10.2.3 The committee shall meet at agreed upon times having been given sufficient notice which shall be at least fourteen (14) days if given by mail or seventy-two (72) hours by any other form of communication
10.2.4 The Chairman, as an ex-officio member, shall be given notice of and be entitled to attend as a voting member of all such meetings.
10.3 All committees appointed by the Board shall report to the Chairperson or in his absence the Chair-elect, with respect to their activities with such frequency as the Board may determine.
10.4 The Committee Chairperson will direct to the Board Chairperson any request for communication with other organizations or any request for addition funding resources required by the committee to support its mandate prior to initiation of said communication or financial expense.
10.5 Committee members may be removed by resolution of the Board.
10.6 Committee members shall not be remunerated but shall be compensated for reasonable expenses incurred in the exercise of their duties. Expenses should be submitted to the Executive Director for approval, and the Executive Director shall have sole discretion to approve expenses.
10.7 Committees may remain indefinitely as a whole committee or be dissolved once their work is completed, at the discretion of the Board.
11.1 Any two members of the Executive Committee shall sign contracts, documents or any instruments in writing requiring the signature of the Corporation, and all contracts, documents and instruments in writing so signed shall be binding upon the Corporation without any further authorization or formality. The directors shall have power from time to time to appoint by Resolution of the Board an officer or officers or any other person on behalf of the Corporation, either to sign contracts, documents and instruments in writing.
11.2 Notwithstanding Section 11.1 of these By-laws, cheques issued by the Corporation shall require the signature of both the Chairman and the Executive Director or such other directors of the Board as the Chairperson or Executive Director may from time to time designate by resolution of the Board.
12.1 Every Director and Officer of the Society 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 Society, from and against
12.1.1 all cost, charges and expenses which such Director or Officer, sustains incurs in or about any action, suit or proceedings which is brought, commenced or prosecuted against him, or in respect of any act, deed, matter of thing whatsoever, made, done or permitted by him, in or about the execution of the duties of his office or in respect of any such liability;
12.1.2 all other costs, charges and expenses which he sustains or incurs in or about or in relation to the affairs, thereof, except such cost, charges or expense as are occasioned by his own willful neglect or default
13.1 The voting members of the Board of Directors shall, at an annual meeting, appoint an auditor to audit the accounts of the Corporation for report to the voting Board members at the next annual meeting. The auditor shall hold office until the next annual meeting, provided that the directors may fill any casual vacancy in the office of the auditor.
13.2 Unless otherwise decided by the Board, the fiscal year end of the Corporation shall be April 30.
14.1 The Board may prescribe such operational policies and procedures not inconsistent with these By-laws relating to the management and operation of the Corporation as they deem expedient. (Refer to Operational Policy and Procedure section included as part of this document)
14.2 Any notice or document required by the Act , the policies and procedures or the By-laws shall be sent to any person entitled to receive same and shall be deemed to be well and sufficiently given if delivered or transmitted by facsimile to the person to whom it is intended.
15.1 The Canadian Association of Registered Ultrasound Professional (CARDUP) shall be dissolved by a two third (2/3) majority vote of the voting members present at a Special General Meeting called for that purpose only.
15.2 In the event of dissolution of CARDUP all its remaining assets after payment of its liabilities shall be distributed in accordance with the provisions of the Letters Patent of the Canadian Association of Ultrasound Professional (CARDUP).
16.1 It is recommended that the Board of the Corporation strike a committee to review the Bylaws at least every five (5) years
16.1.1. If the committee finds that no changes are needed at that time and the Board accepts that recommendation, then an addendum should be added detailing the date and details of the review.
16.1.2 If changes are recommended, they must be reviewed at a special meeting for the Board to consider.
16.1.3 Notice of a special meeting to members entitled to vote shall be given no less than thirty (30) days notice of such a meeting
16.1.4 A revision must be approved by a two-thirds (2/3) majority vote of the voting members of the Board
16.2 Amendments to specific articles in the By-laws may be brought before the Board as a request of at least three (3) registrant members of the Corporation.
16.2.1 Requests for amendments shall be given in writing to the Chair of the Board or at the annual meeting of the Board.
16.2.2 The written request must state the section to be amended, the reason for the amendment and a statement as to how the amendment would read if adopted
16.2.3 Approval of the amendment requires a two third (2/3) majority vote of the voting members of the Board
16.2.4 Notice of a special meeting to members entitled to vote shall be given no less than thirty (30) days notice of such a meeting
16.2.5 The amendment(s) shall not be enforced or acted upon until the approval of the Minister of Industry has been obtained