corporate seal

The seal, an impression whereof is stamped in the margin hereof, shall be the seal of the Society.

1. The applicants to the Letters Patent and such other persons as shall be admitted to membership in accordance with these By-laws, and none others, shall be members of the Society, and their names shall be entered in the Register of Members accordingly.
2. For the purposes of registration, the number of members of the Society is unlimited.
3.   
   1. Every Active member of the Society shall be entitled to attend any meeting of the Society and to vote at any meeting of the Society and to hold any office.
   2. The Associate members may attend meetings, take part in discussions, and will be eligible to serve on all committees of the Society and to attend meetings of the Society. The may not vote, hold office or nominate candidates for membership.
   3. Honorary members may attend meetings, serve on all committees, take part in discussions at meetings, but may not vote, hold office or nominate candidates for membership, and will be exempt from dues.
   4. Emeritus members may attend meetings, serve on all committees, take part in discussions at meetings, but may not hold office or vote. Emeritus members will be exempt from dues.
   5. Except where otherwise expressly stated, any reference in these By-laws to "Supporting Members" shall be deemed to include Associate Members, Honorary Members, and Emeritus Members, but not Active members.
   6. Membership in the Society shall not be transferable.
4. Membership eligibility shall be as follows:
   1. Active Members - Active membership shall be open to all Canadian physicians, licensed by any body, who support the Mission and Goals of the Society.
   2. Associate Members - Associate membership shall be open to:
      1. Medical students, Residents and Fellows
      2. Scientists with a research interest relevant to palliative medicine
      3. Physicians in other countries
   3. Honorary Membership - Honorary members may be nominated by the Board of Directors on the advice of any member of the Society. Normally, honorary members will include individuals who have made a major contribution to the development of Palliative Medicine in Canada or other countries.
   4. Emeritus Membership - The Society may take active steps to grant Emeritus status to medical colleagues who have retired from active practice or academic work. Colleagues may also apply for Emeritus status.
5.   
   1. A person eligible for membership shall be admitted for membership in the Society upon entry of their name in the Register of Members and upon payment of the membership fee.
   2. A Membership Committee will review applications for membership in the Society. The Membership Committee will prepare on an annual basis a list of prospective members that will be reviewed and ratified by the Board of Directors. Applications for membership shall be submitted to the Secretary who will serve as Chairperson of the Membership Committee.
   3. Criteria for membership is broadly based and not exclusive.
6. Membership in the Society shall cease if, by notice in writing to the Society, that person resigns their membership, fails to pay membership fees or if they cease to qualify for membership in accordance with these By-Laws.
7. Any member who violates either the objects or the By-Laws of the Society, or who has not paid membership dues for a period of one consecutive year may be deprived of their membership upon written notification by the Board of Directors.
8. Such persons as shall be admitted to Associated Members, Honorary Membership, Emeritus Membership in accordance with these By-Laws, and none others, shall be entered into the Register of Members, in a section designated for such Members.
9. Except where otherwise expressly stated in these By-Laws, the sections applying to Active Members shall apply also to Supporting Members.
10. The Board of Directors shall be responsible for setting membership fees. If the Society decides to sponsor conferences and academic meetings, the Board of Directors also has the right to set appropriate registration fees and to provide honoraria to colleagues who have agreed to take part in these programs. Under ordinary circumstances, members of the Society will not expect an honorarium for presentations at Society meetings - this shall be regarded as one of the responsibilities of membership. If conferences or academic sessions are held at the same time as the annual general meeting of the Society, travel expenses will not be provided to those members participating in a Society academic session or conference. The Board of Directors may provide travel expenses for members who are requested by the Board to take part in conferences, meetings or academic sessions held at other times of the year, or who are asked to travel on Society business at other times of the year.

11. Until changed in accordance with the Act, the Head Office of the Society shall be in the City of Ottawa, Ontario

12. The property and business of the Society shall be managed by a Board of Directors which shall include the Officers of the Society as per paragraph 32 of these By-laws, and a minimum of four and maximum of six Directors-At-Large elected by the Active Members in Annual Meeting. The number of Directors shall not be less than three nor more than ten, with a quorum consisting of one half. Directors must be individuals, 18 years of age, with power under law to contract (required by Act).
13. Any Active member of the Society shall be eligible to be elected as a Director.
14. The office of Director shall be automatically vacated:
    1. If a Director has resigned his/her office by delivering a written resignation to the secretary of the Society;
    2. If by a vote of three-fourths (3/4) of the Directors at a properly convened Board of Directors meeting there is a determination that there has been a violation of the By-Laws, the Objects of the Society, or if, in the opinion of the Board of Directors, such Director has failed to satisfactorily fulfill the obligations as a Director;
    3. If by a vote of two-thirds (2/3) of Active members at a special general meeting called for that purpose the Active members request the resignation of a Director for any reason; (required by the Act)
15. Provided that if any vacancy shall occur for any reason contained in this paragraph, the Board of Directors by majority vote, may, appoint an Active member of the Society to fill the vacancy. Any such appointment shall be for the remainder of the term. Any vacancy shall not prevent the Board of Directors from carrying out their duties.
16. Meetings of the Board of Directors may be held at any time and place to be determined by the Directors provided that 48 hours' written notice of such meeting shall be given, where such notice is delivered or sent by facsimile by e-mail. Notice by mail shall be sent at least 14 days prior to the meeting. There shall be at least one (1) meeting per year of the Board of Directors. No error or omission in giving notice of any meeting of the Board of Directors or any adjourned meeting of the Board of Directors of the Society shall invalidate such meeting or make void any proceedings taken thereat and any Director may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat. Each Director is authorized to exercise one (1) vote.
17. If all the Directors of the Society consent thereto generally or in respect of a particular meeting, a Director may participate in a meeting of the Board or of a committee of the Board by means of such conference telephone or other communications facilities as permit all persons participating in the meeting to hear each other, and a Director participating in such a meeting by such means is deemed to be present at the meeting.
18. A resolution in writing, signed by all the Directors entitled to vote on that resolution at a meeting of Directors or committee of Directors, is as valid as if it had been passed at a meeting of Directors or committee of Directors.
19. A meeting of Directors may be held at the close of every ordinary general meeting and shall be held at the close of the annual general meeting of the Society without notice.
20. It is expressly declared that the Board of Directors and the officers of the Society shall serve on the Board of Directors without remuneration except for expenses incurred on behalf of the Society's benefit and no member of the Society shall benefit personally from holding membership. In the event of dissolution of the Society, all accumulated funds and property of the Society shall be devoted to, paid over, conveyed and transferred to such charitable organization having objects similar to those of the Society as shall be directed by the members of the Society by resolution at a general meeting of the Society.
21. Members and Directors shall not be deemed ineligible due to their status as members or Directors to avail themselves of any program that may be offered or undertaken by the Society for the benefit of the general public, or any segment thereof, unless expressly excluded by a majority of the general membership.
22. A retiring Director shall remain in office until the dissolution or adjournment of the meeting at which his retirement is accepted and his successor is elected. Retiring Directors shall be eligible for re-election in accordance with the Bylaws.
23. The Board of Directors may appoint such agents and engage such employees as it shall deem necessary from time to time and such persons shall have such authority and shall perform such duties as shall be prescribed by the Board of Directors at the time of such appointment. Staff employed by the Society are eligible for membership within the Society provided they otherwise meet the conditions for membership as set out herein.
24. A reasonable remuneration for all agents, employees and committee members may be fixed by the Board of Directors 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 officers, agents, or employees and committee members shall cease to be payable from the date of such meeting of members.

25. There shall be a standing Executive Committee of the Board of Directors which shall consist of the President, Immediate Past President or President Elect and the Secretary and Treasurer. The Executive Committee shall be responsible for making decisions between Board of Director meetings and following up on matters that were discussed or decided upon at previous meetings of the Board of Directors or meetings of the membership. All decisions of the Executive Committee will be reported to the next meeting of the Board of Directors.
26. Meetings of the Executive Committee shall be held at any time and place to be determined by the members of such committee provided that forty-eight (48) hours written notice of such meeting shall be given, other than by mail, to each member of the committee. Notice by mail shall be sent at least 14 days prior to the meeting. Two (2) members of such committee shall constitute a quorum.
27. No error or omission in giving notice of any meeting of the Executive Committee or any adjourned meeting of the Executive Committee of the Corporation shall invalidate such meeting or make void any proceedings taken thereat and any member of such committee may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat.

28. There shall be a standing Nominating Committee consisting of three Members of the Board. Either the Past President or the President-Elect will serve as the Chair of this committee on alternate years. The Nominating Committee will be responsible for preparing a slate of proposed Directors to be presented to the annual general meeting. Additional nominations may be received from the floor at the time of the annual general meeting, and a vote of those members present and represented by proxy will be held.
29. A Committee member may be removed from his position if so resolved by the Board of Directors. (required by Act)

1. all costs, charges and expenses which such Director, Officer or other person sustains or incurs by virtue of any action, suit or proceedings which is brought, commenced or prosecuted against him, or in respect of any act, deed, matter or 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.
2. all other costs, charges and expenses which he sustains or incurs by virtue of or in relation to the affairs thereof, except such costs, charges, or expenses as are occasioned by his own willful neglect or default.

31. The Board of Directors of the Society may administer the affairs of the Society in all things and make or cause to be made for the Society, in its name, any kind of contract which the Society 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 Society is, by its Letters Patent or otherwise, authorized to exercise and do.
32. The Board of Directors shall have power to authorize expenditures on behalf of the Society from time to time and may delegate by resolution to an officer or officers of the Society the right to employ and pay salaries to employees. The Directors shall have the power to enter into a trust arrangement with a trust or similar 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 interest of the Society in accordance with such terms as the Board of Directors may prescribe.
33. The Board of Directors shall take such steps as they may deem requisite to enable the Society 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 Society.

34. The Officers of the Society shall be the President who shall act as Chairman, the President-Elect or the Past President who shall act as Vice-Chairman, the Secretary and Treasurer, which two offices may be held by one individual.
    1. The President shall serve a two-year term, and must first be elected and serve as President-Elect as per sub-paragraph 34(b). At the conclusion of the two-year term as President, a one year term as Immediate Past President shall be served. The President shall not be eligible for re-election for a consecutive term.
    2. he President-Elect shall be elected in the second year of the preceding President's term and serve for one year as President-Elect prior to taking office as President.
    3. The outgoing President shall serve on the Executive and Board of Directors for one year as Immediate Past President.
    4. The Secretary and Treasurer shall serve a three-year term and are eligible for re-election only as President-Elect or as a Director-at-Large of the Board of Directors.
    5. Directors-at-Large shall be non-officer members of the Board of Directors, except as otherwise indicated in this paragraph shall be elected for three year terms, and are eligible for re-election only as Officers of the Society. At the first annual meeting one Director-at- Large shall be elected with a one year term, two Directors-at-Large with a two year term and two Directors-at-Large with a three year term.
35. The President shall, subject to the control and direction of the Board of Directors, have general direction of the affairs of the Society, shall preside at all meetings of the Board of Directors and at all annual and special meetings of the Society. The President shall be an ex-officio member of all Society committees.
36. The President-Elect shall, in the absence of the President, exercise the authority of the President and fulfill all duties and shall perform such other duties as are assigned by the President.
37. The Secretary shall act as a Secretary at all meetings of the Board of Directors and at the annual general meeting and special general meetings of the Society and shall prepare minutes of the proceedings at all such meetings. The Secretary shall have custody of the Minute Books and Corporate Seal and shall perform all such other duties as shall be assigned to the Secretary from time to time by the Board of Directors.
38. The Treasurer shall have custody of all accounts of the Society. The Treasurer shall maintain complete and accurate books of accounting, and shall:
    1. report when directed on the financial position of the Society;
    2. sign documents and instruments that require the Treasurer's signature; and
    3. at each annual general meeting of the Society, present to the meeting a true account of the Society's finances.
39. The duties of all other officers of the Society shall be such as the terms of the engagement call for or the Board of Directors requires.
40. An officer may be removed from office if so resolved by a vote of three-fourths (3/4) of the Directors at a properly convened Board of Directors meeting. An action taken by the Board of Directors under this section is valid subject to confirmation by a majority vote at the next general membership meeting. (required by Act)

41. Contracts, documents or any instruments in writing require the signature of the Society, shall be signed by any two officers as authorized by a resolution of the Board of Directors and all contracts, documents and instruments in writing so signed shall be binding upon the Society without any further authorization or formality. The Directors shall have power from time to time by resolution to appoint an officer or officers on behalf of the Society to sign specific contracts, documents, and instruments in writing. The Directors may give the Society's power of attorney to any registered dealer in securities of the Society. The seal of the Society when required may be affixed to contracts, documents and instruments in writing signed as aforesaid or by any officer or officers appointed by resolution of the Board of Directors.

42. The annual or any other general meeting of the members may be held at the head office of the Society or at any place in Canada as the Board of Directors may determine and on such day as the said Directors shall determine. The members may resolve that a particular meeting of members be held outside Canada .
43. At every annual meeting, in addition to any other business that may be transacted, the report of the Directors, the financial statement, and the report of the auditors shall be presented and auditors appointed for the ensuing year. The members may consider and transact any business either special or general at any meeting of the members. The Board of Directors or the chairman or vice-chairman shall have power to call, at any time, a general meeting of the members of the Society. The Board of Directors shall call a special general meeting of members on written request of members carrying on not less than 5% of the voting rights; 5% of members present in person or by proxy at a meeting will constitute a quorum.
44. Twenty-one (21) days' written notice shall be given to each Active member of any annual or special general meeting of members. Notice of any meeting where special business will be transacted shall contain sufficient information to permit the member to form a reasoned judgement on the decision to be taken. Notice of each meeting of members must remind the member that he has the right to vote by proxy.
45. Each Active member present at a meeting shall have the right to exercise one vote. An Active member may, by means of a written proxy, appoint a proxyholder to attend and act at a specific meeting of members, in the manner and to the extent authorized by the proxy. A proxyholder must be a member of the Society.
46. A resolution in writing, signed by all the Active members entitled to vote on that resolution at a meeting of members, is a valid as if it had been passed at a meeting of members.
47. The President of the Society shall preside as Chairman at every annual and Special meeting of the Society.
    1. If there is no President, or if at any meeting the President is not present at the time of holding of the same, the President-Elect or Past-President shall preside as Chairman.
    2. If, at any meeting, there is no current President or President-Elect/Past-President, or if neither the President nor the President-Elect/Past-President is present at the holding of any meeting, the Secretary shall preside as Chairman.
48. The Chairman shall have not voted except in the case of an equality of votes. In the case of any equality of votes, the Chairman shall have the deciding vote.
49. No error or omission in giving notice of any annual or general meeting or any adjourned meeting, whether annual or general, of the members of the Society shall invalidate such meeting or make void any proceedings taken thereat and any member may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken therat. For purpose of sending notice to any member, Directors, or officer for any meeting or otherwise, the address of the member, Director, or officer shall be his last address recorded on the books of the Society.

50. At all meetings of members of the Society, every question shall be determined by a majority of votes unless otherwise specifically provided by statute or by these by-laws.

51. Unless otherwise determined by a resolution of the Board of Directors, the fiscal year end of the Society shall be December 31.

52. The Board of Directors may appoint committees whose members will hold their offices at the will of the Board of Directors. The Board of Directors shall determine the duties of such committees. Any committee so formed shall in the exercise of the powers so delegated, conform to any regulation or directions that may from time to time be imposed upon it by the Board of Directors.

53. The by-laws of the Society not embodied in the Letters Patent may be repealed or amended by by-law enacted by a majority of the Board of Directors at a meeting of the Board of Directors and sanctioned by an affirmative vote of at least two-thirds (2/3) of the Active Members at a meeting duly called for the purpose of considering the said by-law, provided that the repeal or amendment of such by-laws shall not be enforced or acted upon until the approval of the Minister of Consumer and Corporate Affairs has been obtained.

54. The members shall, at each annual meeting, appoint an accounting firm to review the accounts of the Society to report to the members at the next annual meeting. The accounting firm shall hold office until the next annual meeting provided that the Board of Directors may fill any causal vacancy in the office of the auditor.

55. The Board of Directors shall see that all necessary books and records of the Society required by the by-laws of the Society or by any applicable statute or law are regularly and properly kept.

56. The Board of Directors may prescribe such rules and regulations not inconsistent with these by-laws relating to the management and operation of the Society as they deem expedient, providing that such rules and regulations shall have force and effect only until the next annual meeting of the members of the Society when they shall be confirmed, and failing such confirmation at such annual general meeting of the members, shall at and from that time cease to have any force and effect.

57. The official languages of the Society shall be English and French.

58. In these by-laws and in all other by-laws of the Society 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.