Manitoba Public Health Association
Who we are
Approved at the November 29, 2006 Annual General Meeting
A by-law relating generally to the transaction of the business and affairs of the Manitoba Public Health Association.
BE IT ENACTED as a By-law of the Association as follows:
(1) In this and all other By-laws of the Association:
(2) Any other word or term contained in this and in any other by-law of the Association, which is defined in the Act, shall have the meaning given thereto in the Act.
(3) Where the context so requires, the singular shall include the plural; the plural shall include the singular; the masculine shall include the feminine; and the word “person” shall include firms and corporations.
(4) In all by-laws and special resolutions of the Association, the singular shall include the plural and the plural the singular; the word “person” shall include firms and corporations, and the masculine shall include the feminine and the neuter. Whenever reference is made in any by-law or any special resolution of the Association to any statute or section thereof, such reference shall be deemed to extend and apply to any amendment or re-enactment of such statute or section thereof, as the case may be.
(5) Where the word resolution is referenced, all approved resolutions require a majority vote.
The purpose of the Association is:
As a non-profit voluntary organization whose members work with many sectors to actively influence emerging and re-emerging health, social, environmental and economic policy decisions which affect the quality of life and well-being of Manitobans.
The purposes of the Association will be carried out on an exclusively charitable basis.
The Head Office of the Association shall be in the City of Winnipeg in the Province of Manitoba, at such place therein as the Board may from time to time determine.
The corporate seal of the Association shall be such as the Board may by resolution from time to time adopt, and shall be entrusted to the Secretary of the Association for its use and safe keeping.
5.1 Board of Directors. The affairs of the Association shall be managed by the Board consisting of ten (10) Directors who may exercise all such powers and do all such acts and things as may be exercised or done by the Association and are not by the by-laws or any resolution of the Association or by statute expressly directed or required to be done by the Association at a meeting of members.
5.2 Qualifications of Directors. Directors shall be individuals eighteen or more years of age and shall, all the time of their election or within ten days thereafter and throughout the term of their office, be members of the Association.
5.3 Election of Directors and Terms of Office.
(1) The applicants for incorporation shall be the first directors of the Association whose term of office on the Board of Directors shall continue until their successors are elected or appointed.
(2) Unless the members, by ordinary resolution, elect directors to hold office for a term expiring later than the close of the next annual meeting of members, the term of a Director upon election or appointment, subject to section 103 of the Act, shall cease at the close of the first annual meeting of members following his/her election or appointment, provided that if no directors are elected at such annual meeting, he/she shall continue in office until his/her successor is elected or appointed.
(3) The Officers of the Association shall consist of the Past-President, President, President-Elect, Secretary, Treasurer.
(4) From time to time in the event of any vacancy however caused occurring in the Board (except through an increase in the number of directors), such vacancy may, as long as there is a quorum of directors then in office, be filled by the Directors (from among the members of the Association) if they shall see fit to do so; otherwise, such a vacancy may be filled at the next meeting of members; and any director appointed or elected to fill any such vacancy shall hold office for the unexplored term of the Director who ceased to be a Director and who caused such vacancy.
(5) With the exception of the Past-President, the Officers and Representatives shall be elected by the Members in a general meeting on a show of hands unless a poll is demanded and if a poll is demanded, such election shall be by ballot. Any incumbent officer shall not be eligible for re-election to the same office after serving two consecutive terms in that office unless the extension, due to special circumstance, is approved by the Members at a general meeting.
5.4 Vacation of Office. A person ceases to be a director of the Association (and Officer or Representative as the case may be):
5.5 Remuneration of Directors. The Directors of the Association shall serve without remuneration and no Director shall directly or indirectly receive any profit from his or her position as such; provided that a Director may be paid reasonable expenses incurred by him/her in the performance of his duties.
6.1 Place of Meeting and Notice.
1) Meetings of the Board may be held either at the Head Office of the Association or at any place in Canada. A meeting of the Board may be convened by the President of the Association or any two directors at any time and the Secretary at the direction of the President of the Association or any two Directors shall convene a meeting of Directors
(2) Notice of any meeting of the Board shall be delivered or mailed or sent by telecopier or otherwise communicated to each Director not less than seven days if mailed and not less than two days if delivered, given by phone, sent by telecopier or otherwise communicated (exclusive of the day on which the notice is delivered or mailed or sent by telecopier or otherwise communicated but inclusive of the day for which the notice is given) before the meeting is to take place; provided always that meetings of the Board are present or those absent have waived notice or have signified their assent in writing to such meeting being held in their absence. Notice of any meeting or any irregularity in any meeting or in notice thereof may be waived by any Director. Notice need not specify the purpose of business to be transacted at the meeting except where any matter referred to in Section 110(3) of the Act is to be dealt with at such meetings.
(3) For the first meeting of the Board to be held immediately following the election of the Directors at an Annual or General Meeting of the Members or for a meeting of the Board at which a Director is appointed to fill a vacancy in the Board, no notice of such meeting need be given to the Director or Directors so elected or appointed in order for the meeting to be duly constituted, provided that a quorum of the directors is present.
6.2 Chairman. The President of the Association shall, when present, preside at all meetings of the Board and of the members. In the absence of the President at a meeting of the Board, the directors present shall choose one of the Past-President or President-Elect to be Chairman of the meeting.
6.3 Quorum. A quorum at any meeting of the Board shall be the presence in person of six (6) of the Directors.
6.4 Voting.
(1) Questions arising at any meeting of the Board shall be decided by a majority of votes, with the Chairman having a vote in case of a deadlock.
(2) At any meeting unless a poll is demanded, a declaration by the Chairman that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive of the fact without proof of the number or proportion of votes recorded in favour of or against the motion.
6.5 Participation by Telephone or Other Communication Facilities. If all the Directors consent, a Director may participate in a meeting of Directors by means of such telephone or other communication facilities as permit all persons participating in the meeting to hear each other, and a Director participating in a meeting by that means is deemed, for the purposed of the Act, to be present at the meeting.
7.1 Officers. The Officers of the Association shall be the President, Past-President, President-Elect, Secretary, Treasurer and such other Officers as the membership may by resolution determine. The Officers shall have such authority and shall perform such duties as hereinafter set forth or as may from time to time be prescribed by the members. The members shall every year or as often as may be required, elect the Officers in accordance with the provisions of By-law 5.3 above.
7.2 Delegation of Duties of Officers. In the case of absence or inability to act of the President, the President-Elect or any other Officer of the Association or for any other reason that the directors may deem insufficient, the directors may delegate all or any of the powers of such Officer to any other Officer or to any director for the time being.
7.3 President. The President shall sign such contracts, documents or instruments in writing as required. The President (the Chief Administrative Officer of the Association) shall be responsible to the Board for the coordination of all affairs of the Association. In all matters affecting the Association, including CPHA, the President shall be deemed to be an agent of the Association acting under the authority and at the express intention and express direction of the Board or Executive Committee.
7.4 President-Elect. The President-Elect shall be vested with all the powers and shall perform all duties of the President in the absence or inability or refusal to act of the President. The President-Elect shall sign such contracts, documents or instrument in writing as require his, her or their signatures and shall have such other powers and duties as may from time to time be assigned to him or her by the Board.
7.5 Past-President. The Past-President shall perform the duties of the President in the absence or inability or refusal to act of both the President and President-Elect. The Past-President shall have such other powers and duties as may from time to time be assigned to him or her by the Board.
7.6 Secretary. The Secretary shall, when present, act as Secretary of all meetings of directors and members, shall have charge of the minute Books of the Association and the documents and registers referred to in the Act. The Secretary shall sign such contracts, documents or instruments in writing as require his or her signature and shall have such other powers and duties as may form time to time be assigned to him or her by the Board or as an incident to his or her office.
7.7 Treasurer. Subject to the provisions of any Resolution of the Board, the Treasurer shall have the care and custody of all the funds and securities of the Association and shall deposit the same in the name of the Association in such bank and/or contracted agency with such depository or depositories as the Board may direct. The Treasurer shall sign such contracts, documents of instruments in writing as require his or her signature and shall have such other powers and duties as may from time to time be assigned to him or her by the Board or as an incident to his or her office. The Treasurer may be required to give such bond for the faithful performance of his or her duties as the Board in their uncontrolled discretion may require may require, but no director shall be liable for failure to require any bond or for the insufficiency of any bond or for any loss by reason of the failure of the Association to receive any indemnity thereby provided.
8.1 (a) Executive Committee. There shall be an Executive Committee composed of the Past-President, President, President-Elect, Secretary and Treasurer. The Executive Committee shall exercise such powers as are authorized by the Board. Any Executive Committee Member may be removed by a majority vote of the Board of Directors. Executive Committee Members shall receive no remuneration for serving as such, but are entitled to reasonable expenses incurred in the exercise of their duty.
(b) Meetings of the Executive Committee shall be held at a time and place to be determined by the members of such Committee provided that notice of such meetings shall be given in the same manner as herein provided for meetings of the directors. Three (3) Members of such Committee shall constitute a quorum. No error or omission in giving notice of any meeting of the Executive Committee or any adjourned meeting of the Executive Committee of the Association 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.
8.2 (a) Nominating Committee. There shall be a Nominating Committee consisting of ámembers appointed by the Board and who shall serve at the pleasure of the Board.
(b) The Nominating Committee shall develop a list of nominees for election to office and shall obtain in writing any proposed Nominee that he or she is agreeable to stand for election. The list of Nominees as prepared by the Nominating Committee shall be mailed to the members at least six weeks prior to the Annual General Meeting.
8.3 Other Committees. The Board may from time to time constitute Committees as it deems necessary and as supported by the strategic direction of the organization to assist the Directors in carrying on of the affairs of the Association and shall prescribe the duties of such committees whose members shall serve during the pleasure of the Board
Every Director or Officers of the Association or any other person who has undertaken or is about to undertake any liability on behalf of the Association and his or her 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 funds of the Association, from and against.
(a) all costs, charges and expenses whatsoever which such director, officer or other person sustains or incurs in or about any action, suit or proceeding that is brought, commenced or prosecuted against him, for or in respect of any act, deed, matter or thing whatsoever made, done or permitted by him or him, in or about the execution of the duties of his or her office; and done or permitted by him or her, in or about the execution of the duties of his or her office; and
(b) all other costs, charges and expenses that he/she sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by his or her own willful neglect or default.
(1) No Director or Officer for the time being of the Association shall be liable for the acts, receipts, neglects or defaults of any other Director, Officer or employee for any loss, damage or expense happening to the Association through the insufficiency or deficiency of title to any property acquired by order of the Board or for or on behalf of the Association or for the insufficiency or deficiency of any security in or upon which any of the moneys of or belonging to the Association shall be placed out or invested or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person, firm, or company with whom or which any moneys, securities or effects shall be lodged or deposited or for any other loss, damage or misfortune whatever which may happen in the execution of the duties of such Director’s or Officer’s respective office or trust or in relation thereto unless the same shall happen by or through such Director’s or Officer’s own wrongful and willful act or through his or her own wrongful and willful neglect or default.
(2) The Directors for the time being of the Association shall not be under any duty or responsibility in respect of any contract, act or transaction whether or not made, done or entered into in the name or on behalf of the Association, expect such as shall have been submitted to an authorized or approved by the Board. If any Director of Officer of the Association shall be employed by or shall perform services for the Association otherwise than as a Director of shareholder, director or officer of a company which is employed by or performs services for the Association, the fact of his or her being a Director or Officer of the Association shall not disentitle such Director or Officer or such firm or company, as the case may be, from receiving proper remuneration for such services.
11.1 Qualification. The members of the Association shall be those persons who are from time to time enrolled as members of the Association at its Head Office [or at the Office of any of the Association's Chapters (as hereinafter provided for)]. There shall be maintained at the Head Office of the Association (at the Office of each Chapter of the Association, respectively) a list of members in good standing enrolled at such Office. Save as otherwise expressly herein provided, the fee for membership in the Association, for each class of member (as hereinafter provided for), shall be such sum per annum as may be fixed from time to time by the Board
11.2 Classes of Membership. There shall be five classes of membership in the Association, namely:
(a) Active Members
(b) Retired Members
(c) Honourary Members
(d) Student Members
(e) Organizational Members
(f) Regional Members
11.3 Active Members. Active members shall be those individuals who are engaged or interested in community/population health activities, who have filed an application for such membership with the Association and who have been appointed as Active Members by the Board.
11.4 Retired Members. Retired members shall be those individuals who have retired from gainful employment, who are engaged or interested in community/population health activities, who have filed an application for such membership with the Association and who have been admitted as Retired Members by the Board.
11.5 Honourary Members. Honourary members shall be those individuals who are engaged or interested in community/population health activities, who have filed an application for such membership with the Association and who have been admitted as Honourary members by the Board. Honourary members may, at the discretion of the Board, be appointed for life.
11.6 Student Members. Student members shall be those individuals who are in full time attendance in an accredited college or university, who are engaged or interested in community/population health activities, who have filed an application for such membership with the Association and who have been admitted as Student Members by the Board.
11.7 Organizational Members. Organizational Members shall be those companies, corporations, partnerships, sole proprietorships and unincorporated associations which have an interest in or re-engaged in community/population health activities, who have filed an application for such membership with the Association and who have been admitted as Organizational Members by the Board. Organizational Members are entitled to one vote.
11.8 Regional Members. Regional Members shall be those corporate/central offices of health regions/authorities which have an interest in or are engaged in community/population health activities, who have filed an application for such membership with the Association and who have been admitted as Regional Members by the Board. Regional Members are entitled to one vote.
11.9 Termination of Membership. The membership of any member shall be automatically terminated if such member fails to pay any fee within sixty days after it is due. Such termination of membership shall not prejudice the member’s right to apply for readmission. The Board may, by resolution passed by a two-thirds majority vote, terminate any membership for just cause, provided, however, that the membership of any Director of the Association has first been removed as a Director of the Association pursuant to Section 5.4 of this By-Law.
11.10 Resignation. Any member of the Association may resign as a member of the Association by letter addressed to the Secretary of the Association at the Head Office of the Association. The Board may, by resolution passed by a majority vote, request any member to resign.
12.1 Annual Meetings. The Association shall hold an annual meeting of its members not later than eighteen months after its incorporation and subsequently not more than fifteen months after the holding of the last preceding annual meeting. The annual meeting of the members shall be held at the Head Office of the Association, or such other place within Manitoba, on such day in each year and at such time as the Board may by resolution determine. At annual meetings there shall be presented a report of the Directors of the affairs of the Association for the previous year, a financial statement of the Association, the auditor’s report and such other information or reports relating to the Association’s affairs as the Directors may determine.
12.2 General Meetings. Other general meetings of the members (to be known as “general meetings”) may be convened by order of the President to be held at any date and time and at any place within Manitoba. In addition, the President of the Association shall call a general meeting of the members on receipt of a written requisition to do so not less than 25% of the members entitled to vote at such meeting.
12.3 Notice. A printed, written of typewritten notice stating the day, time and place of a meeting of members and the general nature of the business to be transacted shall be served by sending such notice to each member of such meeting and to the auditor of the Association through the post in a prepaid wrapper or letter not less than thirty not more than sixty days (exclusive of the day of mailing but including the day for which notice is given) before the date of every meeting directed to such address of each such member and of the auditor as it appears on the books of the Association, or if no address is given therein, then to the last address of each such member or auditor known to the Secretary; provided always that a meeting of members may be held for any purpose at any date and time and at any place within Manitoba without notice if all members are present in person at the meeting or if all the absent members shall have signified their assent in writing to such meeting being help in their absence. Notice of any meeting or any irregularity in any meeting or in the notice thereof may be waived by any member or by the auditor of the Association.
12.4 Omission of Notice. The accidental omission to give notice of any meeting or the non-receipt of any notice by any member or by the auditor of the Association shall not invalidate any resolution passed or any proceedings taken at any meeting of members.
12.5 Contents of Notice. The notice of such meeting shall contain sufficient information concerning such business to permit the member to form a reasoned judgment on the decision to be taken.
2.6 Chairman. In the absence of the President of the Association, the members present at any meeting shall choose another Director to act as Chairman of the meeting and if no Director is present or if all the Directors present decline to act as Chairman, the members present shall choose one of their number to be Chairman of the meeting.
12.7 Voting.
(1) Every question submitted to any meeting of the members shall be decided by a majority of votes given on a show of hands unless otherwise specifically provided by statute or by these By-Laws. In case of an equality of votes, the Chairman of the meeting shall have, either on a show of hands or on a poll, a casting vote to break the deadlock. Each member shall be entitled to one vote if present at a meeting in person.
(2) At any meeting, unless a poll is demanded, a declaration by the Chairman that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive evidence of the fact without proof of the number or proportion of votes recorded in favour of or against the motion.
12.8 Polls. If at any meeting a poll is demanded on the election of a Chairman or on the question of adjournment, it shall be taken forthwith without adjournment. If a poll is demanded on any other question it shall be taken in such a manner and either at once or later at the meeting or after adjournment as the Chairman directs. The result of a poll shall be deemed to be the resolution of the meeting at which the poll was demanded. A demand for a poll may be withdrawn.
12.9 Adjournments. The Chairman may with the consent of any meeting adjourn the same from time to time and no notice of such adjournment need to be given to the members. Any business may be brought before or dealt with at the original meeting in accordance with the notice calling the same.
12.10 Quorum. A quorum for the transaction of business at any meeting of members shall consist of not less than 10% of members present in person plus 50% of the Board.
(1) By-laws of the Association may be enacted, and the by-laws of the Association repealed or amended, by by-law enacted by a majority of the Board at a meeting of the Board and sanctioned by an affirmative note of a majority of the members at a meeting of members duly called for the purpose of considering such a by-law.
(2) A copy of any by-law to be sanctioned at an Annual or General Meeting of members (including a by-law which amends or repeals an existing by-law) shall be sent to every member of the Association with the notice of such meeting.
The members shall at each annual general meeting appoint an auditor to audit the accounts of the Association to hold office until the next annual general meeting provided that the Directors may fill any casual vacancy in the office of the auditor. The remuneration of the auditor shall be fixed from time to time by the Board. Should the Association contract financial services with another agency, the auditing function and financial statement accountability may be contracted with that same agency.
15.1 Service. Any notice to be given to any member or Director or auditor shall be sent in a manner and within such period of time as may be set out in the Act or in this By-law.
5.2 Signature of Notices. The Signature to any notice may be written, stamped, typewritten or printed or partly written, stamped, typewritten or printed.
15.3 Computation of Time. In computing the date when notice must be given under any provision of the Act or this By-law requiring a specified number of days notice of any meeting or other event, the date giving the notice and the date of the meeting or other event shall be excluded.
15.4 Omission and Errors. The accidental omission to give a notice to any member, Director, officer or auditor or the non-receipt of any notice by any member, Director, officer or auditor 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, unless otherwise provided in the Act.
15.5 Proof of Service. A Certificate of the President, President-Elect, the Secretary or Treasurer or of any other Officer of the Association in office at the time of the making of the certificate as to facts in relation to the mailing or delivery of any notice to any member, Directors, officer or auditor or publication of any notice shall be conclusive evidence thereof and shall be binding on every member, Director, officer or auditor of the Association as the case may be.
All cheques, drafts or orders for the payment of money and all notes and acceptances and bills of exchange shall be signed by such Officer or Officers or person or persons, whether or not Officers of the Association, and in such a manner as the Board may from time to time designate by resolution.
(1) Contracts, documents or instruments in writing requiring the signature of the Association may be signed by (a) the President or President-Elect, together with the Secretary or (b) by any two Directors, and all contracts, documents or instruments in writing so signed shall be binding upon the Association without any further authorization or formality. The Board is authorized from time to time by resolution to appoint any officer or officers or any person or persons on behalf of the Association either to sign contracts, documents or instruments in writing generally or to sign specific contracts , documents or instruments in writing.
(2) The Corporate Seal of the Association may when required be affixed to contracts, documents or instruments in writing as aforesaid, by any Officer or Officers, person or persons, appointed as aforesaid by resolution of the Board of Directors.
(3) The term contracts, documents or instruments in writing; as herein shall include deeds, mortgages, hypothec, charges, conveyances, transfers, and assignments of property, real or person, immovable agreements, releases, receipts and discharges for the payment of money or other obligations, conveyances, transfers and assignments of shares, bonds, debentures or other securities and all paper writings.
(4) In particular, without limiting the generality of the foregoing, (i) the President or President-Elect, together with the Treasurer or (ii) any two Directors are authorized to see, assign, transfer, exchange, convert or convey any and all shares, bonds, debentures, rights, warrants or other securities owned by or registered in the name of the Association and to sign and execute (under the Corporate Seal of the Association or otherwise) all assignments, transfers, conveyances, powers of attorney and other instruments mat may be necessary for the purpose of selling, assigning, transferring, exchanging, converting or conveying any such shares, bonds, debentures, rights, warrants or other securities.
The Board may by resolution fix the financial year end of the Association and the Board may from time to time by resolution change the financial year end of the Association.
The banking business of the Association, or any part thereof, shall be transacted with such bank, trust company of other firm or corporation carrying on a banking business as the Board may designate, appoint or authorize from time to time by resolution and all such banking business, or any part thereof, shall be transacted on behalf of the Association by such one or more Officers and/or other persons as the Board may designate, direct or authorize from time to time by resolution and to the extent herein provided including, but without respecting the generality of the foregoing, the operation of the accounts of the Association; the making, signing, drawing, accepting, endorsing, negotiating, lodging, depositing or transferring of any cheques, promissory notes, drafts, acceptances, bills of exchange and orders for the payment of money; the giving of receipts for and orders relating to any property of the Association; the execution of any agreement relating to such banking business and defining the rights and powers thereto; and the authorizing of any Officer of such bank to do any act or thing on behalf of the Association to facilitate such banking business.
The purpose of the Association shall be carried out without purpose of gain for its members, and any profits or other accretions to the Association shall be used for promoting its purpose.
On winding up or dissolution of this Association, funds or assets remaining after all debts have been paid shall be transferred to a charitable institution with the purpose similar to those of the Association, or, if this cannot be done, to another charitable institution recognized by Revenue Canada as qualified under the provisions of the Income Tax Act of Canada.
Article 2 & 20 of the By-Law is unalterable in accordance with the Society Act.
ENACTED the ____ day of ________, 200_
WITNESS the Corporate Seal of the Association