By-Laws

PURPOSE

The Canadian Physiological Society (The Society) is a non-soliciting, non-profit society that serves as a forum for the dissemination and discussion of scientific information of interest to researchers in Physiology and related Biological Sciences, with registration number 064938-4. The Canadian Physiological Society is also registered as a Charitable Organization, registration number 119238939 RR 0001.

The major aims of the Society are to encourage research in the Physiological Sciences and to foster communication between members of the Canadian scientific community. The Society supports national and international meetings for physiologists, including symposia and travel grants.

CONDITIONS OF MEMBERSHIP

Subject to the articles below, there shall be five (5) classes of members in The Society: Members, Honorary Members, Emeritus Members, Associate Members and Student Members. Membership shall be available only to individuals interested in furthering the Society’s purposes, and who have applied for and been accepted into membership.
Members: A person who has conducted research, who has published papers in scientific journals, and who is actively engaged in investigation, teaching or other form of scholarship in the fields of physiology, biochemistry, pharmacology, clinical investigation or the experimental aspects of biology, pathology, therapeutics, nutrition or hygiene, shall be eligible for membership.
Honorary Members: A person who has rendered distinguished service to physiology and who is not a Member or Emeritus Member of the Society shall be eligible for Honorary Membership. It shall be the responsibility of the Council from time to time to recommend to the Society suitable candidates for Honorary Membership. Such a candidate shall become an Honorary Member by a majority vote at a business meeting.
Emeritus Members: A member who has retired from active employment because of age shall be eligible for Emeritus Membership, and if they wish to be so designated, shall apply in writing to the Secretary or Treasurer and they shall be transferred to Emeritus status upon the approval of the Council. A Member who has retired from active employment because of illness or change in career may, upon application, be transferred to Emeritus status at the discretion of the Council.
Associate Members: Research assistants, post-doctoral fellows, teachers and others actively engaged in physiological or biological research or teaching, shall be eligible for Associate Membership. When Associate Members become eligible for full membership, they must apply to become a full Member if they wish to remain in the Society. Under normal circumstances, the tenure of Associate Membership shall not exceed five years, but may be renewed upon application. The Council shall review the list of Associate Members annually to ensure that this by-law is observed. Associate Members who are considered to be in breach of this by-law will be notified by the Secretary and must act on the notification in time for the next annual business meeting.
Student Members: Graduate students pursuing higher degrees in physiological or biological science shall be eligible for Student Membership. Upon completion of the degree program, Student Members must apply for Associate or full Membership if they wish to remain in the Society, unless they immediately commence a further degree program. The Council shall review the list of Student Members annually to ensure that this by-law is observed. Student Members who are in breach of this by-law shall be notified by the Secretary and must act on the notification in time for the next annual business meeting. A student member may request a change in category from Student to Associate Member by contacting either the Secretary or Treasurer. A change in status will become effective upon receipt of the appropriate fee set by the Society.
Eligibility to Vote and Hold Office in the Society: Members, Honorary Members and Emeritus Members but not Associate Members or Student Members shall have the right to vote at any duly constituted business meeting of the Society and only Members shall have the right to hold office in the Society.
Eligibility to Submit or Sponsor Communications. At any scientific meeting arranged by the Canadian Physiological Society, independent of the Federation, Members, Honorary Members and Emeritus Members only shall be eligible to submit or sponsor communications, Associate Members shall be eligible to submit but not sponsor communications.
Nominations: Applications for membership, signed by two Members or Emeritus Members who know the applicant personally and who will vouch for their eligibility, may be submitted to the Secretary at any time. Applications will be on forms approved by Council.
Election: Completed forms from applicants for full and associate membership shall be available to all members of Council. Two or more negative votes will result in rejection of an application. Student applications will be processed by the Secretary and provided the conditions for membership are met will be approved on receipt of the membership fee. If an application is rejected, the Secretary shall inform the sponsors of the reasons. The Secretary shall present at the annual business meeting a report listing the names of all persons whose applications for membership have been approved during the preceding year.
Payment of Dues – New Members: Membership fees are to be submitted with the application for membership. Upon election to Membership, Associate Membership or Student Membership, a candidate will be considered to have become a member of the Society only upon payment of the appropriate annual dues.
Annual Fees: The annual fees for Membership, Associate Membership and Student Membership shall be determined by a majority vote of members present at each annual business meeting, after consideration of a recommendation from the Treasurer. Fees for the ensuing year shall be payable on receipt of the annual dues notice from the Treasurer.
Non-Payment of Fees: Fees are payable on receipt of the annual dues notice and prior to November 15th for the ensuing calendar year. Any member whose fees are in arrears for one full year shall be liable for suspension for non-payment of fees, provided that they have been notified by the Secretary or the Treasurer to this effect. Suspension shall be automatic when the fees are one full year in arrears or thirty days after sending of the notification, whichever is later. A person whose membership has been suspended for non-payment of fees may be reinstated at any time by a majority vote at an annual business meeting and upon payment of the total unpaid fees.
Honorary and Emeritus Members: There shall be no annual fee for the Honorary Members. There shall be no annual fee for Emeritus Members.

Resignation

Any member in good standing may resign from membership by informing the Treasurer of their intention to resign. A person who has resigned in this way shall be eligible to resume membership at a later date on payment of fees for the year of reinstatement. Rights of a member cease to exist on termination of membership.

HEAD OFFICE

The Head Office of the corporation shall be in the City of Ottawa, in the Regional Municipality of Ottawa-Carleton, Province of Ontario.

BOARD OF DIRECTORS

Members of Board: The management of the Corporation shall be vested in a Board of up to eleven Directors (also referred to elsewhere as the “Council” of the Society), who serve without remuneration, and consisting of the President, Vice-President, Secretary, Treasurer, Past President and up to six other Directors. Any five Directors shall constitute a quorum. The Board of Directors may, in literature of the Corporation and its by-laws, be referred to as the Council.

First Directors

The applicants for incorporation shall become the First Directors of the Corporation whose terms of office on the Board shall be as follows: Until after the annual business meeting in the year set forth after each name -

David Thomas Armstrong (1981) John Russell Ledsome (1980)
John Scott Baumber (1982) Sheilagh Marie Martin (1982)
John Scott Cowan (1981) James Anthony Pearson (1980)
Edwin Embrey Daniel (1981) John Whitfield Phillis (1980)

Kresimir Krnjevic (1980) Warren Lorne Veale (1980)
Louise Lafrance (1980)

Period of Office

Officers and Directors: The President and Vice-President shall hold office for a period of two years commencing immediately after the annual business meeting at which they are elected and ending immediately after the annual business meeting two years later. The term of office of the Past-President will also be for two years. The President shall not be eligible for re-election the following year. Normally the President shall be succeeded by the Vice-President. The Secretary and Treasurer shall hold office for the period of three years, normally commencing immediately after the annual business meeting at which they were first elected. The Secretary and Treasurer may be elected at the annual business meeting preceding the year in which they take office to provide additional opportunity for experience with the affairs of the Society. Ordinary members of Council shall hold office for up to three years, with at least two members retiring each year. Retiring members of Council (ordinary members and officers of the Society) shall not be eligible for re-election as ordinary members of Council during the year in which they retire.
Auditors: Two auditors shall be appointed annually. These shall not be Officers of the Society or members of Council. To facilitate communication the auditors will normally be members from the city of the Treasurer for the ensuing year. It shall be the duty of the auditors to examine and report on the annual financial statement of the Treasurer.
Representatives to the Board of the Canadian Federation of Biological Societies: The President and the Secretary shall represent the Society on the Board of the Canadian Federation of Biological Societies. The Vice-President and Treasurer shall be alternate representatives.

Nominating Committee

A Nominating Committee composed of 4 members shall be appointed annually by Council. The composition of the Nominating Committee shall be as follows: the chair shall be the Past-President of Council and the 3 additional members shall be Members of the Society in good standing. The three members will serve a term of 3 years. At least two weeks before the annual business meeting, the Secretary shall inform all members of the Report of the Nominating Committee.

Other Nominations

Additional nominations, signed by a proposer and four other members of the Society, shall reach the Secretary at least one month before the annual business meeting, or within one week of the announcement of the Report of the Nominating Committee, whichever is the later.

Elections

For members of Council and for any office for which more than one nomination has been received, the Secretary shall distribute a ballot to members at least two weeks before the annual business meeting. The ballot paper normally shall be handed to the appointed scrutineers at the time of the annual business meeting. Any member unable to attend the annual business meeting may send his ballot paper so as to reach the Secretary before the counting of the ballots. These ballot papers shall be included in the ballot. The results of the elections shall be announced at the annual business meeting.

Vacancy

The Council shall have the power to fill any interim vacancy in its membership.

DIRECTORS – TERMINATION OF OFFICE

The office of Director shall be automatically terminated:

if a Director shall resign his office by delivering a written resignation to the Secretary of the Corporation;
if a Director be found to be a lunatic or become of unsound mind;
on death;

provided that if any vacancy shall occur for any reason in this paragraph contained, the Board of Directors, by majority vote may, by appointment, fill the vacancy with a member of the Corporation.

Board Meetings

Meetings of the Board of Directors may be held at any time and place to be determined by the Directors provided that seven business days notice of such meeting shall be sent in writing to each Director, provided there shall be at least one 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 Corporation 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 or confirm any or all proceedings taken or had thereat.

Remuneration – Directors and Others

Directors and Executive Committee members, as such, shall not receive any stated remuneration for their services, but, by resolution of the Board of Directors, expenses of their attendance may be allowed for their attendance at each regular or special meeting of the Board of Directors. 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 therefor. The Directors shall serve as such without remuneration and no Director shall directly or indirectly receive any profit from their position as such; provided that a Director may be paid reasonable expenses incurred by them in the performance of their duties. A director shall not be prohibited from receiving compensation for services provided to the corporation in another capacity..

INDEMNITIES TO DIRECTORS AND OTHERS

Every Director or Officer of the Corporation or other person who has undertaken or is about to undertake any liability on behalf of the Corporation or any company controlled by it 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 Corporation, from and against:

all costs, charges and expenses whatsoever which such Director, Officer or other person sustains or incurs in or about any action, suit or proceeding which is brought, commenced or prosecuted against them, or in respect of any act, deed, matter or thing whatsoever, made, done or permitted by them, in or about the execution of the duties of their office or in respect of any such liability;
all other costs, charges and expenses which they sustain or incur 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.

POWER OF DIRECTORS

The Directors of the Corporation may administer 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, save as hereinafter provided, generally, may 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.
The Directors shall have power to authorize expenditures on behalf of the Corporation from time to time and may delegate, by resolution to an Officer or Officers of the Corporation, the right to employ and pay salaries to employees. The Directors shall have the power to make expenditures for the purpose of furthering the objects of the Corporation.
The Board of Directors shall take such steps as they may deem requisite to enable the Corporation 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 Corporation.

DUTIES OF OFFICERS

All Officers shall be Directors of the Corporation and they shall cease to be Officers if they cease to be Directors or if they are removed by a majority of the Board of Directors.
The President shall be the Chief Executive Officer of the Corporation. They shall preside at all meetings of the Corporation and of the Board of Directors. They shall have the general and active management of the affairs of the Corporation. They shall see that all orders and resolutions of the Board of Directors are carried into effect.
The Vice-President shall, in the absence or disability 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 imposed upon them by the Board of Directors.
The Treasurer shall have the custody of the funds and securities of the Corporation and shall keep full and accurate accounts of all assets, liabilities, receipts and disbursements of the Corporation in the books belonging to the Corporation and shall deposit all monies, securities and other valuable effects in the name and to the credit of the Corporation in such chartered bank or trust company, or, in the case of securities, in such registered dealer in securities as may be designed by the Board of Directors from time to time. The treasurer shall disburse the funds of the Corporation as may be directed by proper authority, taking proper vouchers for such disbursements, and shall render to the President and Directors at the regular meeting of the Board of Directors, or whenever they may require it, an accounting of all the transactions and a statement of the financial position, of the Corporation. The Treasurer shall also perform such other duties as may from time to time be directed by the Board of Directors.
The Secretary may be empowered by the Board of Directors, upon resolution of the Board of Directors, to carry on the affairs of the Corporation generally under the supervision of the Officers thereof and shall attend all meetings and act as clerk thereof and record all votes and minutes of all proceedings in the books to be kept for that purpose. The Secretary shall give or cause to be given notice of all meetings of the members and of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision they shall be. The Secretary shall be custodian of the seal of the Corporation, which they shall deliver only when authorized by a resolution of the Board of Directors to do so and to such person or persons as may be named in the resolution.
The duties of all other officers of the Corporation shall be such as the terms of their engagement call for or the Board of Directors require of them.

EXECUTION OF DOCUMENTS

Contracts, documents or any instruments in writing requiring the signature of the Corporation, shall be signed by any two Officers, 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 the power from time to time by resolution to appoint an Officer or Officers on behalf of the Corporation to sign specific contracts, documents and instruments in writing. The Directors may give the Corporation’s power of attorney to any registered dealer in securities for the purposes of the transferring of and dealing with any stocks, bonds, and other securities of the Corporation. The seal of the Corporation, when required, may be affixed to contracts, documents and instruments in writing as aforesaid or by any Officer of Officers appointed by resolution of the Board of Directors.

MEMBERS MEETING

Annual and Other Meetings

The Society shall hold an annual business meeting each calendar year on dates determined by the Council. Additional business meetings may be held at the discretion of the Council. The Secretary shall send notice of the annual or any other business meeting to all members at least two weeks in advance. Notice is communicated by electronic communication.

Quorum

For any business meeting of the Society, a majority of participants shall constitute a quorum.
Scientific Meetings: Notice of scientific meetings, whether held by the Society alone or in conjunction with a meeting of the Canadian Federation of Biological Societies or with any other society or association shall be sent to all members of the Society.

ERRORS AND OMISSIONS

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 Corporation 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 or had thereat. For purpose of sending notice to any member, Director 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 Corporation.

VOTING OF MEMBERS

At all meetings of members of the Corporation, every question shall be determined by a majority of votes unless otherwise specifically provided by statute or by these by-laws. Voting is by show of hands or by electronic participation. Absentee voting by members is not permitted, except for electronic participation.

AMENDMENT OF BY-LAWS

By-laws may be adopted, repealed, or amended in one of three ways:

(1) by a two-thirds majority vote of members present at a duly constituted business meeting of the Society called for the purpose of considering such by-laws;

(2) by a two-thirds majority of votes returned to the Secretary within four weeks of mailing a postal ballot to all voting Members or

(3) by a two-thirds majority of votes returned to the Secretary within four weeks of provision of an electronic ballot to all voting Members provided that the repeal or amendment of any by-law shall not be enforced or acted upon until the approval of the Minister of Consumer and Corporate Affairs has been obtained.

BOOKS AND RECORDS

The Directors 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.

RULES AND REGULATIONS

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

INTERPRETATION

In these by-laws and in all other by-laws of the Corporation hereafter passed, unless the context otherwise requires, words importing the singular number shall include the plural number, as the case may be, and vice versa, and references to persons shall include firms and Corporations. Also the term Council shall be interchangeable with the term Board of Directors.

EFFECTIVE DATE

This By-Law shall be effective when approved by the Membership. (date and details to be inserted)

DISSOLUTION

Any property of the Canadian Physiological Society remaining after the discharge of any liabilities shall be distributed to one or more qualified donees, within the definition of the Income Tax Act, favoring the support of physiology trainee scholarship awards.

Approved by vote of the membership, 2014

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