Be it resolved that the following By-law of the Registered Psychiatric Nurses’ Foundation Inc., is hereby enacted;
The Foundation exists to promote excellence in Psychiatric Nursing through the financial support of ongoing education of Registered Psychiatric Nurses and psychiatric nursing students and, through the recognition of excellence in Psychiatric Nursing Practice.
DEFINITIONS AND INTERPRETATION
In these by-laws, unless otherwise stated:
“Act” means the Manitoba Corporations Act.
“Articles” means the original or restated articles of incorporation or articles of amendment, amalgamation, continuance, reorganization, arrangement or revival of the Foundation. “Board” means the board of directors of the Foundation.
“By-Law” means the by-laws of the Foundation.
“Foundation” means The Registered Psychiatric Nurses’ Foundation, Inc.
“Regulations” means the regulations made under the Act, as amended, restated or in effect from time to time.
In the interpretation of these By-Laws, words in the singular include words in the plural and vice-versa; words in one gender include all genders; and “person” includes an individual, body corporate, partnership, trust and unincorporated organization.
NAME AND OFFICE
The name of the organization shall be The Registered Psychiatric Nurses’ Foundation Inc.
2.02 Registered Office
The registered office of the Foundation shall be located in Manitoba at such location as the Board may from time to time determine.
The Foundation shall have a seal, which is inscribed “Registered Psychiatric Nurses’ Foundation Inc. The seal shall remain at the registered office of the Foundation and, whenever used, shall be authenticated by the signature of a signing officer of the Foundation.
2.04 Officials Directory
The Board shall establish and maintain a directory that contains the names and contact information for the Board members.
BOARD OF DIRECTORS
The Board of Directors shall consist of not fewer than five (5) and not more than twelve (12) directors elected or appointed at an Annual General Meeting at which an election is required and the directors shall be elected to hold office for a term of two years. The Board of Directors shall be comprised of RPNs and/or former RPNs. A minimum of 25% of the directors shall be RPNs. The board may also appoint public representatives to the board as long as they do not comprise more than 20% of the total board. All elected and appointed directors shall share the goals and objectives of the Foundation.
3.02 Role of the Board
The Board shall manage the business and affairs of the Foundation. The powers of the board may be exercised by resolution passed at a meeting at which a quorum is present or by resolution in writing signed, or electronic vote sent, by all the directors entitled to vote on that resolution at a meeting of the board. Where there is a vacancy in the board, the remaining directors may exercise all the powers of the board so long as a quorum remains in office.
3.03 Personal Information
The Board shall oversee the Foundation’s compliance with policies and practices to ensure the privacy and security of personal information.
3.04 Election and Term
The election of directors shall take place at the Foundation’s Annual General Meeting. The term of office for each Director shall be two (2) years, with not more than half (1/2) the Directors changing each year. The term of office shall begin at the end of the Annual General Meeting of the Foundation at which elections are held.
A quorum of the board may fill a vacancy in the board, except a vacancy resulting from an increase in the minimum number of directors or from a failure of the members to elect the minimum number of directors. In the absence of a quorum of the board, or if the vacancy has arisen from a failure of the board to elect the minimum number of directors, the board shall forthwith call a special meeting of members to fill the vacancy. If the board fails to call such meeting or if there are no such directors then in office, any member may call the meeting.
3.06 Automatic vacancy
The office of Director shall be automatically vacated if:
a) a director shall resign his/her office by delivering a written or electronic resignation to the president or secretary of the Foundation; or
b) he/she becomes bankrupt;
or c) at a special general meeting of members a resolution is passed by 2/3 of the members present at the meeting that he/she be removed from office; or
d) he/she is unable to continue his/her duties due to illness; or e) upon death. If a vacancy occurs on the board, the board may appoint a new director to complete the vacant term of office.
3.07 Remuneration and Expenses
The directors shall be entitled to be reimbursed for traveling and other expenses properly incurred by them in attending meetings of the board or any committee thereof. Nothing herein contained shall preclude any director from serving the Foundation in any other capacity and receiving remuneration therefore.
SECTION IV OFFICERS
4.01 Officers of the Board
The board may from time to time appoint a president, one or more vice-presidents (to which title may be added words indicating seniority or function), a secretary, a treasurer and such other officers as the board may determine. The board may specify the duties of and, in accordance with this by-law and subject to the provisions of the Act, delegate to such officers’ powers to manage the business and affairs of the Foundation. One person may hold more than one office. The board may approve the delegation of any of the responsibilities of any of the officers.
The president shall have general supervision of the business of the Foundation; and shall have such other powers and duties as the board may specify. During the absence or disability of the president, the vice-president shall also have the powers and duties of that office.
A vice-president shall have such powers and duties as the board or the President may specify.
The secretary shall perform all the usual duties of secretary including: the maintaining of full records of the minutes of all meetings of the board and committees; the maintaining of all records, documents, and correspondence of the Foundation; the giving of notice of all meetings of the board; having custody of the seal of the Foundation; and other such duties as may from time to time be decided by the board.
The treasurer shall perform all the usual duties of treasurer including: keeping of such regular books and records of the Foundation’s finances as shall be set up under the direction of the board; ensuring adherence to all board financial policies and guidelines; ensuring the presentation of the financial statements to the annual meeting and maintaining liaison with the Foundation’s auditor.
4.06 Variation of Powers and Duties
The board may from time to time and subject to the provisions of the Act, vary, add to or limit the powers and duties of any officer.
MEETINGS OF DIRECTORS
5.01 First Meeting of New Board
Provided a quorum of directors is present, each new board may without notice hold its first meeting immediately following the Annual General Meeting of members at which such board is elected.
5.02 Regular Meetings
Regular meetings of the board shall be convened as determined by the board. There shall be no less than four (4) meetings per year. The board, the president or the secretary shall have power to call a special meeting of directors at any time.
5.03 Notice of Meeting
Written or electronic notice of all meetings of the board, stating the time and place of each meeting and the business to be transacted shall be given to each officer and director not less than seven (7) days before the meeting. A meeting of the board may be held without notice if all directors present have waived notice or signified consent to the meeting being held in their absence. Notice of any meeting or irregularity in any meeting or notice thereof may be waived by any director.
5.04 Special Meeting of the Board
A special meeting of the board may also be called by written request of fifty (50%) percent of the directors. Such notice shall be filed with the president or secretary and shall state the business to be brought before the meeting. A special meeting of the board may be convened by the president at any time.
Meetings of the board may be called by the chair of the board, the vice-chair of the board or any two (2) directors at any time.
Subject to these By-Laws, the quorum for the transaction of business at any meeting of the board of directors shall consist of a majority of the directors, or such greater number of directors as the board may from time to time determine.
5.06 Electronic communications
If the Foundation chooses to make available a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during a meeting of directors, any person entitled to attend such meeting may participate in the meeting by means of such telephonic, electronic or other communication facility.
BUSINESS OF THE FOUNDATION
6.01 Limitation of Liability
Subject to the provisions of the Act, no director or officer shall be liable for the acts, receipts, neglects or defaults of any other director or officer or employee, or for the insufficiency of deficiency of any security in or upon which any of the moneys of the Foundation shall be invested, or for any loss occasioned by any error of judgment or oversight, or for any other loss, damage or misfortune whatever which shall happen in the execution of the duties of office or in relation thereto, unless the same are occasioned by his/her own willful neglect or default; provided that nothing herein shall relieve any director or officer from the duty to act in accordance with the Act and the by-laws there under or from liability for any breach thereof.
Subject to the limitations contained in the Act, the Foundation shall indemnify a director or officer, a former director or officer, and his/her heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him/her in respect of any civil, criminal or administrative action or proceeding to which he/she is made a party by reason of being or having been a director or officer of the Foundation, if:- a) he/she acted honestly and in good faith with a view to the best interest of the Foundation; and b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he had reasonable grounds for believing that his conduct was lawful.
Subject to the limitations contained in the Act, the Foundation may purchase and maintain such insurance for the benefit of its directors and officers as such, as the board may from time to time determine.
6.04 Documents or Instruments
The Directors shall have the power to enter into a trust arrangement with a financial or trust company for the purpose of creating a Foundation trust in which the capital and interest may be made available for the benefit of promoting the interests of the Foundation in accordance with such terms as the Directors prescribe.
6.05 Agents and Employees
The board shall have power from time to time to appoint agents or employees for the Foundation with such powers of management or otherwise (including the power to sub- delegate) as may be thought fit.
The board may appoint committees as it may, from time, to time, deem necessary. The board shall develop policies and criteria for any scholarships, awards or other activities in which it may be involved. The board may from time to time take on additional responsibilities that contribute to the overall goals and objectives of the Foundation.
6.07 Access to Information
Subject to the provisions of the Act, the board may from time to time determine whether and to what extent and at what time and place and under what conditions or regulations the accounts, records and documents of the Foundation or any of them shall be open to the inspection of members. Records of donations will only be accessible with the permission of the donor(s). Audited financial statements shall be accessible to anyone upon request and shall be posted on the Foundation’s website after having been presented and approved at an Annual General Meeting of the Foundation.
SECTION VII FINANCES
7.01 Financial Year
The financial year of the Foundation shall commence on the first day of January and terminate on the last day of December, or as may be determined by a majority of the Board of Directors.
7.02 Signing Officers
At the first meeting of the Board of Directors following the Annual General Meeting, the Board shall appoint at least three signing officers for the Foundation.
7.03 Execution of Documents
Deeds, transfers, loans, assignments, contracts, obligations, certificates and other documents may be signed on behalf of the Foundation by any two persons who have been appointed as signing officers by the board. Any signing officer may affix the corporate seal to any document requiring the same, and may certify a copy of any document to be a true copy thereof.
7.04 Banking Arrangements
The banking business of the Foundation shall be transacted at such bank, trust company or other firm or corporation carrying on a banking business in Canada as the board of directors may designate, appoint or authorize from time to time by resolution. The banking business or any part of it shall be transacted by officers of the Foundation and/or other persons as the board of directors may by resolution from time to time designate, direct or authorize.
A chartered accountant, certified general accountant or a certified management accountant shall be appointed as auditor for the coming year at the Annual General Meeting of the Foundation. The audit shall be submitted to the Board as soon after the close of the fiscal year as possible.
7.06 Presentation to Annual Meeting
The board shall provide an annual report and audited financial statements at each Annual General Meeting of the Foundation.
The Directors shall take such steps as they may deem requisite to enable the Foundation to acquire, accept, solicit or receive legacies, gifts, grants, settlements, bequests, endowments, and donations of any kind whatsoever for the purpose of furthering the objectives of the Foundation.
7.08 Not for Profit
The operations of the Foundation shall be carried out without the purpose of gain for its members and any profits or accretion of the Foundation shall be used in promoting the objectives of the Foundation.
SECTION VIII MEMBERSHIP
The members of the board of directors, as elected and /or appointed as per these by-laws, shall be the members of the Foundation.
8.02 Special Resolution
A special resolution of the members is required to make any amendments to this section of the by-laws if those amendments affect membership rights and/or conditions.
8.03 Discipline of Members
The board shall have authority to suspend or expel any member from the Foundation for any one or more of the following grounds:
- violating any provision of the articles, by-laws, or written policies of the Foundation;
- carrying out any conduct which may be detrimental to the Foundation as determined by the board in its sole discretion.
MEETINGS OF MEMBERS
9.01 Annual General Meeting
The Annual General Meeting of the Foundation shall be held at such time in each year and, at such place as the board may from time to time determine, for the purpose of considering the financial statements and reports required by the Act to be placed before the Annual General Meeting, electing directors, appointing auditors and for the transaction of such other business as may properly be brought before the meeting.
9.02 Special General Meeting
The board, the president or the secretary shall have power to call a special meeting of directors at any time. A special general meeting may also be called by written request of fifty (50%) percent of the members. Such notice shall be filed with the president or secretary and shall state the business to be brought before the meeting.
9.03 Notice of Annual General Meeting
Notice of the time and place of each Annual General Meeting of members/foundation shall be given not less than 21 days before the date of the meeting to each member.
9.04 Persons Entitled to be Present
Annual General Meetings shall be open to the public. Board Meetings may be held “in camera” if the Board of Directors, in their sole discretion, deem same appropriate.
A quorum for the transaction of business at any meeting of members shall be 50% plus one individuals present in person, being a member entitled to vote thereat.
9.06 Votes to Govern
At any meeting of members every question shall, unless otherwise required by the articles or by-laws, be determined by the majority of the votes cast on the question. In case of an equality of votes, the chairman of the meeting shall be entitled to cast the tie-breaking vote.
9.07 Resolution in Writing
A resolution in writing signed, or an electronic vote sent, by all the members entitled to vote on that resolution at a meeting of members is as valid as if it had been passed at a meeting of the members unless a written statement with respect to the subject matter of the resolution is submitted by a director or the auditors in accordance with the Act.
9.08 Procedural Rules
Robert’s Rules of Order, Newly Revised, shall apply on all questions of procedure and parliamentary law not specified in these by-laws.
SECTION X NOTICES
10.01 Method of Notice
Any notice to be given pursuant to the Act or the by-laws or otherwise to a member, director, officer, auditor or member of a committee of the board shall be sufficiently given if delivered personally; by regular mail or electronically to the last known address of the person to whom it is to be given. A notice so sent shall be deemed to have been received at the time it would have been delivered in the ordinary course of regular or electronic mail.
10.02 Undelivered Notices
If any notice given to members is returned on one occasion because he cannot be found, the Foundation shall not be required to give any further notices to such member until he informs the Foundation in writing of his new address.
10.03 Omissions and Errors
The accidental omission to give any notice to any member, director, officer, auditor or member of a committee of the board or the non-receipt of any notice by any such person or any error in any notice not affecting the substance thereof shall not invalidate any action taken at any meeting held pursuant to such notice or otherwise founded thereon.
10.04 Waiver of Notice
Any member, director, officer, auditor or member of a committee of the board may at any time waive any notice, or abridge the time for any notice, required to be given to him under the provisions of the Act, the by-laws or otherwise.
SECTION X1 BY-LAWS
11.1 Change to By-Laws
A special resolution of the members, being two-thirds majority, is required to make any amendment to the by-laws of the Foundation
11.2 Effective Date
This by-law shall come into force when confirmed by the members in accordance with the Act and these by-laws.
Approved May 16, 2019