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Bylaws

The Bylaws of the Canadian Association of Nurses for the Environment (CANE) est. 2009 rev. 2018

ARTICLE 1: MEMBERSHIP

About the CANE Board of Directors Board Minutes Bylaws Constitution

SECTION 1. Eligibility:

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

SECTION 2. Executive Committee:

Application for membership shall be in writing or electronically by completing a form approved by the Board of Directors.

SECTION 3. Regular Individual Membership:

Any nurse, defined in the CANE constitution, residing in a province/territory of Canada is eligible for individual membership in CANE upon completion of the registration form and payment of the membership fee (if applicable). Each individual member is entitled to one (1) 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 CANE 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 CANE upon completion of the registration form and payment of the membership fee, if applicable. Each student member is entitled to one (1) vote and eligible to hold a Board of Directors position if a current, individual CNA member.

SECTION 6. Retired Nurse Membership:

Any retired nurse residing in a province/territory of Canada is eligible for individual membership in CANE upon completion of the registration form and payment of the membership fee. Each retiree member is entitled to one (1) 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 or environmental/ecosystem health focused group may apply to CANE for affiliate membership, which may be conferred by the Board if the individual's interests are in keeping with CANE's objectives. This membership status has no voting privileges and persons are not eligible to hold a Board position.

SECTION 8: Membership Fees:

To be a member in good standing, members must pay the applicable membership fee to CANE, as specified and made public by the CANE Board of Directors. 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 General Meeting (AGM) of the Association.

ARTICLE II: BOARD OF DIRECTORS

SECTION 1. Composition of the 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, Past President, President-Elect, Secretary, Treasurer, and Communications Officer. The President-Elect shall automatically become President the term following election as President-Elect. All Executive members shall assume their positions at the close of the AGM. 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 CANE chapters. In the absence of an existing provincial/territorial chapter, this representative shall be a CANE Regular Individual Member residing in the province/territory.

SECTION 4. Terms of Office:

Members of the Board of Directors shall hold office for a term of two (2) years following their election at the AGM. 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 Board of Directors, subject to the provisions of these bylaws. The Board of Directors 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 deemed 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 AGM. Additional meetings of the Board of Directors may be held at the behest of the President or shall be on direction in writing of 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 by sent by the Secretary fifteen (15) days prior to scheduled meetings.

SECTION 7. Quorum:

Three (3) members shall constitute a quorum at any regular 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 Directors present shall be required for passage of any matter before a meeting, where consensus cannot be achieved. 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. Executive 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. Provincial/Territorial Representative Vacancies:

In the absence of an existing chapter in provinces/territories, CANE shall issue a call for nominations and hold elections for a representative for that province/territory during the AGM.g.

SECTION 11. Signing Officers:

The signing officers of the Association shall be the President and Treasurer, or the appointed Board designate who is accountable to generally accepted accounting principles.

SECTION 12. Fiscal Year:

The fiscal year of the Association shall be the calendar year, January 1st to December 31st.

ARTICLE III: NOMINATIONS AND ELECTIONS

SECTION 1. Nominating Committee:

If deemed necessary by the Board of Directors to fill the Executive Committee or Provincial/Territorial Representaives, a Nominating Committee will be struck that is composed of three (3) regular members of the Association. The Nominating Committee shall be appointed by the Board of Directors at least three (3) months in advance of the AGM. 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 Executive and Provincial/Territorial Representatives.

b. To obtain consent of nominees who will 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 AGM.

d. To call for further nominations and to carry out an election at the AGM.

SECTION 3. Elections:

Elections of Board Directors shall occur immediately following the AGM. Votes can be cast by one of two (2) means:

a. An open display of support by verbal acclamation or through a show of hands of individual members present at the AGM.

b. Completed written/electronic ballots from members, received through ordinary or electronic mail.

All mail in ballots must be received by the Chair of the Nominations Committee at least two (2) weeks prior to the AGM. In the case of a tie, a second vote will be conducted with candidates of the tie appearing on the ballot. The election of Board Directors shall be staggered so as to prevent a majority turn over of offices at any one time.

ARTICLE IV: DUTIES OF THE BOARD OF DIRECTORS

SECTION 1. President:

The President shall supervise the business and affairs of the Association and represent CANE during 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 CNA. 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 Board of Directors. 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 communications plans, as approved by the Board of Directors. The Communications Officer shall keep abreast of literature, workshops, conferences, and other items and opportunities related to environmental/ecosystem health, and disseminate these to the membership in a manner approved by the Board of Directors

SECTION 7. Provincial/Territorial Representatives:

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

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

SECTION 8: Modifications of Duties:

Duties of the Board Directors may be modified by the Board, as needed, in order to address changing needs of the Association, projects, and the environment.

ARTICLE V: ACCOUNTABILITY OF BOARD DIRECTORS

SECTION 1: Written Reports:

A written annual report, including a financial statement, shall be provided to the CNA and presented at the Annual General Meeting. Content shall include, at a minimum, actions completed pertaining to each objective.

SECTION 2: Directors in Good Standing:

To be a Board Director in good standing, they shall be required to faithfully serve CANE in a fair and just manner. Any Board of Director member who misses three (3) consecutive meetings without due cause or notice, or who is unable/unwilling to fulfill their duties as set out in the bylaws will be reviewed by the Board of Directors. Notice of termination of a Board Director will be determined by the discretion of the Board of Directors and will be given by the President.

ARTICLE VI: SUPPORT FOR AFFILIATED PROVINCIAL/TERRITORIAL ENVIRONMENTAL/ECOSYSTEM HEALTH NURSING GROUPS AND CANE PROVINCIAL/TERRITORIAL CHAPTERS

SECTION 1: Provincial/Territorial Chapters:

CANE will provide non-fiscal support to its 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 VII: MEETINGS OF ALL MEMBERS OF THE ASSOCIATION

SECTION 1: Annual General Meetings:

A meeting shall be held once a year, which shall be fixed by the Board of Directors. 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 of Directors 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 two (2) months of the request with the same provisions as to notification of time and place described. 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 General or Special Meeting shall be twenty (20) percent of the overall membership, but no less than five (5) members

SECTION 4. Voting:

Should consensus be unattainable, a vote of not less than a majority of voting members present shall be required for passage of any matter before a meeting, except as otherwise required by these bylaws. Voting on all matters, other than election, shall be by show of hands or verbally. Each member shall be 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 (1) vote. In the case of a tie vote, the President shall have a second or casting vote.


ARTICLE VIII: COMMITTEES

SECTION 1: Creation of Committees:

The Board of Directors shall have the power to create 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 IX: BUSINESS PROCEEDINGS AND MEETING FACILITATION

SECTION 1: Consensus Building: In the interest of anti-oppressive facilitation and conduct of business, CANE shall utilize democratic rules of order that favour consensus building.


ARTICLE X: CONSTITUTION & BYLAW AMENDMENTS

SECTION 1: Alterations and Repeals:

This CANE Constitution and Bylaws may be added to, altered, or repealed at the AGM of the Association by a two-thirds (2/3) majority vote, ensuring that the proposed amendments have been made available to the membership upon the announcement of the AGM.

SECTION 2: Congruence with the Canadian Nurses Association:

This Constitution shall be adjusted accordingly to meet agreed upon criteria of the CNA.


ARTICLE XI: PROPERTY

SECTION 1: Office of the Association:

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

SECTION 2: Interest in Property

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


ARTICLE XII: AUDIT

SECTION 1: Need for External Audit:

In the event that the Association's finances should be questioned, the accounts of CANE shall have an external audit conducted prior to the AGM.