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Bylaws

The Bylaws of the Canadian Nurses for Health and the Environment (CNHE) - June 2009, revised December 2015

ARTICLE 1: MEMBERSHIP

About the CNHE Board of Directors Board Minutes Bylaws Constitution

SECTION 1. Eligibility: Membership to CNHE is open to nurses, health professionals, and other persons and groups interested in the promotion of environmental and human health. In compliance with criteria for the Canadian Nurse’s Association Associate (CNA) Group status, the majority of Regular Members of CNHE will consist of Registered Nurses from at least 4 provinces and territories, and more than 50 per cent of Registered Nurse members of the CNHE will be individual CNA members.

SECTION 2. Application: Application for membership shall be in writing by completing a form approved by the Board of Directors.

SECTION 3. Regular Individual Membership: Any registered nurse residing in a province/territory of Canada is eligible for individual membership in CNHE upon completion of the registration form and payment of the membership fee. Each individual member is entitled to one vote and is eligible to hold a Board of Directors position.

SECTION 4: Regular Group Membership: Any registered nursing group residing in a province/territory of Canada or national nursing group is eligible for group membership in CNHE upon completion of the registration form and payment of the membership fee. Each group is entitled to one vote and designated representative is eligible to hold a Board of Directors position.

SECTION 5. Student Membership: Any nursing student enrolled in an approved or accredited nursing program in Canada is eligible for individual membership in CNHE upon completion of the registration form and payment of the membership fee. Each student member is entitled to one vote and eligible to hold a Board of Directors position if a current individual CNA member.

SECTION 6. Retired Nurse Membership: Any retiree nurse residing in a province/territory of Canada is eligible for individual membership in CNHE upon completion of the registration form and payment of the membership fee. Each retiree member is entitled to one vote and eligible to hold a Board of Directors position if a current individual CNA member.

SECTION 7. Affiliate Membership: Any member of another health profession and persons or environmental health focused group may apply to CNHE for affiliate membership, which may be conferred by the Board if the individual’s interests are in keeping with CNHE ’s objectives. This membership status has no voting privileges and persons are not eligible to hold a Board position.

SECTION 8: Membership Fees: Each member must pay a membership fee to CNHE as specified in CNHE policy. Regular Individual, Regular Group, Affiliate, Student, and Retired Nurse Membership fees shall be an amount that is fixed from time to time by the Board of Directors and ratified at the Annual Meeting of the Association.

ARTICLE II: EXECUTIVE BOARD

SECTION 1. Board of Directors: The Board of Directors shall be composed of the Executive Committee and a Provincial/Territorial Representative from each participating province/territory.

Additional Board of Director members may be added as deemed appropriate by the Board of Directors.

SECTION 2: Executive Committee: The Executive Committee shall be composed of the President, President-Elect, Past President, Secretary, Treasurer, and Communications Officer.

Additional Executive Committee members may be added as deemed appropriate by the Board of Directors.

SECTION 3. Provincial/Territorial Representative: The Provincial/Territorial Representative shall be composed of a member appointed or elected by Provincial/Territorial CNHE chapters. In the absence of an existing provincial/territorial chapter, the CNHE shall be a CNHE Regular Individual Member residing in the province/territory.

SECTION 4. Terms of Office: Officers of the Association shall hold office for a term of two (2) years following their election at the Annual Meeting. Executive members may hold a maximum of two (2) consecutive terms. When possible, terms of office shall be staggered to promote continuity.

SECTION 5. Powers of the Board: The overall direction of the affairs and property of the Association shall be vested in the Executive Board, subject to the provisions of these By-Laws. The Board shall supervise all publications and statements issued on behalf of the Association or using the name of the Association in any manner whatsoever. The Board of Directors may create, amend and/or dissolve projects and special committees as deems expedient for carrying out the work of the Association.

SECTION 6. Meetings of the Board of Directors: The Board of Directors shall hold a minimum of three (3) meetings a year in addition to an annual general meeting.

Additional meetings of the Board of Directors may be held at the behest of the President or shall be on direction in writing or two (2) members of the Board of Directors within three (3) months of the request.

The president or designate shall preside at and chair all meetings of the Board of Directors. Meeting dates will be set a minimum of one (1) month in advance and notification will be sent by the Secretary fifteen (15) days prior to scheduled meetings.

SECTION 7. Quorum: Three (3) members shall constitute a quorum at any meeting of the Board of Directors, with fifteen (15) days notice having been provided.

SECTION 8. Voting: A vote of not less than a majority of Board Members present shall be required for passage of any matter before a meeting. Voting shall be by show of hands or verbally with each member entitled to one (1) vote. In the case of a tie vote, the President shall have a second or casting vote.

SECTION 9. Vacancies: Should a vacancy occur on the Executive Committee, the Board of Directors shall appoint a member to fill the position for the remainder of the term.

SECTION 10. Absence of Provincial/Territorial Chapters. In the absence of an existing chapter in provinces/territories, the CNHE shall issue a call for nominations and hold elections for a representative for that province/territory during the Annual General Meeting.

SECTION 11. Signing Officers: The signing officers of the Association shall be the President and Treasurer or the appointed Board designates who is accountable to generally accepted accounting principles.

SECTION 12. Fiscal Year: The fiscal year of the Association shall be the calendar year, January 1, to December 31.

ARTICLE III: NOMINATIONS AND ELECTIONS

SECTION 1. Nominating Committee: The Nominating Committee shall be composed of three (3) regular members of the Association. The Nominating Committee shall be appointed by the Board of Directors at least six (6) months in advance of the Annual Meeting. The Board shall designate the Chair.

SECTION 2. Duties of the Nominating Committee: Duties of the Nominating Committee shall consist of the following:

  • a. To poll individual members for suggestions and nominees for Officers and Board Representatives.
  • b. To obtain consent of nominees to stand for election.
  • c. To prepare a written list of nominees whose consent has been obtained and deliver, or cause to be delivered, to all individual members of the Association at least one (1) month prior to the Annual Meeting.
  • d. To call for further nominations and to carry out an election at the Annual Meeting.

SECTION 3. Elections: Elections of Board Officers shall occur immediately following the Annual Meeting. Votes can be cast by one of three (3) means:

  • a. An open display of support through a show of hands of individual members present at the Annual Meeting
  • b. Completed written ballots from members, received through ordinary or electronic mail
  • c. Verbal or electronic written ballots from members, received through ordinary or electronic mail (e.g. teleconference call).

All mail in ballots must be received by the Chair of the Nominations Committee at least two (2) weeks prior to the Annual Meeting.

In the case of a tie, a second vote will be conducted with candidates of the tie appearing on the ballot.

Election of Officers shall be staggered so as to prevent a majority turn over of offices at any one time.

ARTICLE IV: OFFICERS OF THE ASSOCIATION

SECTION 1. Association Officers: The Officers of the Association shall be President, President-Elect, Past President, Secretary, Treasurer and the Communications Officer.

The President-Elect shall automatically become President the term following election as President-Elect. All Officers shall assume their positions at the close of the Annual Meeting.

ARTICLE V: DUTIES OF OFFICERS

SECTION 1. President: The President shall supervise the business and affairs of the Association and represent CNHE during his/her/their term in office. The President shall be a member ex-officio of all committees and perform all duties incidental to the office. The President shall be the Association’s representative to the Canadian Nurses Association. The President shall preside at all meetings of the Association and perform other duties as assigned by the Board of Directors.

SECTION 2. President-Elect: The duties of the President-Elect shall be as assigned by the Board of Directors and in the absence of the President, the President-Elect shall perform the President’s duties.

SECTION 3: Past President: The Past President provides advice and leadership to the Board of Directors regarding past practices and other matters to assist the Board in governing the Association. The Past President supports the President and the President-Elect on an as-needed basis.

SECTION 4. Secretary: The Secretary shall keep or cause to be kept all books and records which by law or otherwise are required to be kept and shall also be responsible for sending out notices of meetings. The Secretary will keep or cause to be kept a record of meeting minutes and membership list and shall perform such other duties as may be required by the Board of Directors.

SECTION 5. Treasurer: The Treasurer shall keep or cause to be kept full and accurate accounts of all financial transactions of the Association and shall deposit or cause to be deposited all monies and securities of the Association in the name of the Association in such depositories as may from time to time be designated by the Executive Committee. The Treasurer shall also be responsible to prepare or arrange for the preparation of any necessary statements and receipts relating to the financial transactions of the Association and shall perform such other duties as may be required by the Board of Directors.

SECTION 6. Communications Officer: The Communications Officer shall be responsible for an annual communications plan, as approved by the Board of Directors. The Communications Officer shall also maintain a database of environmental health nursing projects, conferences, workshops, and meetings. The Communications Officer shall be responsible to post communications on the Association’s website, ensure the CNHE website is kept current, and other duties that may be required by the Board of Directors

SECTION 7. Provincial/Territorial Representatives: Provincial/Territorial Representatives are the official liaison between CNHE and their provincial/territorial Group or other members in their jurisdictions. They will act as ambassadors for CNHE, be in regular communication with members in their provincial/territorial Group or jurisdiction, inform the Board of trends and issues in their jurisdiction and prepare an annual report to be presented at the Annual Meeting. In the absence of a Provincial/Territorial Group, the representative may work with other CNHE members in the respective provinces/territories towards the establishment of a provincial/territorial chapter.

In the absence of an existing provincial/territorial chapter, the CNHE shall issue a call for nominations and hold elections for a representative of that province/territory during the Annual General Meeting.

SECTION 8: Duties of officers as defined above must be met in order to remain in good standing as an executive committee member

SECTION 9: Duties of the officers and officer positions may be modified by the board as needed in order to address changing needs of the organization, projects, and the environment.

ARTICLE VI: ACCOUNTABILITY OF BOARD MEMBERS

SECTION 1: A written annual report, including a financial statement, shall be provided to the Canadian Nurses Association and each member within six (6) months following the fiscal year-end. Content shall include, at a minimum, actions completed pertaining to each objective.

SECTION 2: Board members shall faithfully serve CNHE in a fair and just manner. Any Board of Director member who misses 3 consecutive meetings without due cause or notice, or who is unable to fulfill their duties as set out in the bylaws will be reviewed by the Board of Directors. Notice of termination of a Board of Director will be determined by the discretion of the Board of Directors and will be given by the President.

ARTICLE VII: SUPPORT FOR AFFILIATED PROVINCIAL/TERRITORIAL ENVIRONMENT HEALTH NURSING GROUPS AND CNHE PROVINCIAL/TERRITORIAL CHAPTERS

SECTION 1: CNHE will provide non-fiscal support to its Associate Provincial/Territorial Chapters through the Board of Director representative to strengthen and promote the group’s sustainability through a relevant program of membership services.

ARTICLE VIII: MEETINGS OF ALL MEMBERS OF THE ASSOCIATION

SECTION 1: Annual Meetings: A meeting shall be held once a year which shall be fixed by the Board. Notification of the time, place, and agenda are to be sent to all regular members in good standing at least two (2) months in advance.

SECTION 2. Special Meetings: The Board may, at its discretion, or upon the request made in writing by a minimum of two (2) regular members in good standing, call a Special Meeting within three (3) months of the request with the same provisions as to notification of time and place described about. The written request for this Special Meeting shall express the purpose of the meeting and shall be sent to the President of the Association by registered mail. The agenda of a special meeting will be limited to the identified purpose.

SECTION 3. Quorum: A quorum for any Annual or Special Meeting shall be the number of members present, but shall be no less than ten (10) members.

SECTION 4. Voting: A vote of not less than a majority of voting members present shall be required for passage of any matter before a meeting, except or otherwise may be required by these By-Laws.

Voting on all matters, other than election, shall be by show of hands or verbally.

Each member shall is entitled to one (1) vote. All questions voted on, except the Constitution or Bylaws, shall be decided by a simple majority of voting members who vote. Each member is entitled to one vote.

In the case of a tie vote, the President shall have a second or casting vote.

ARTICLE IX: COMMITTEES

SECTION 1: The Board of Directors shall have the power to create such committees as it may from time to time deem advisable. The membership and terms of reference for these committees are to be decided by the Board of Directors

ARTICLE X: PARLIAMENTARY AUTHORITY

SECTION 1: Rules of Order: Robert’s Rules of Order – Current Edition. of Directors

ARTICLE XI: CONSTITUTION & BYLAW AMENDMENTS

SECTION 1: This Constitution may be added to, altered, repealed or amended at the Annual Meeting of the Association by a two-thirds majority of the votes cast provided that the notice of such Annual Meeting has been advertised that such amendments would be dealt with at that time.

SECTION 2: This Constitution shall be adjusted accordingly to meet agreed upon criteria of the Canadian Nurses Association Associate Group requirements.

ARTICLE XII: PROPERTY

SECTION 1: The office of the Association will be situated in the home of the President or the appointed designate.

SECTION 2: All interest in the property of the Association of persons resigning or otherwise ceasing to be members shall remain vested in the Association.

ARTICLE XIII: AUDIT

SECTION 1: The accounts of CNHE shall have an external audit done annually prior to the Annual Meeting once we meet a certain level of revenue.