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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. Application:

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 Executive Board of Directors (also referred to as the Board of Directors) shall be composed of the President, Past President, President-Elect, Secretary, Treasurer, and Communications Officer, as well as a Provincial/Territorial Representative from each participating province/territory. Additional positions to the Board of Directors may be added, as deemed appropriate by the Board of Directors.

SECTION 2. 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 3. Terms of Office:

Members of the Board of Directors shall hold office for a term of two (2) years following their appointment at the AGM. Members of the Board of Directors may hold a maximum of two (2) consecutive terms. When possible, terms of office shall be staggered to promote continuity.

SECTION 4. 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 5. Board of Directors Appointments:

Board Directors will be elected by the terms set out in ARTICLE VII: Nominations and Elections at the AGM. The President-Elect shall automatically become President the term following election as President-Elect. All members of the Board shall assume their positions at the close of the AGM. 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, appointed by the Board.

SECTION 6. Board of Directors Vacancies:

a. Should a vacancy occur on the Board of Directors, they may appoint a member to fill the position for the remainder of the term.

ARTICLE III: 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.

SECTION 8. Signing Authority of the Board of Directors:

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 9: 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 IV: ACCOUNTABILITY OF BOARD DIRECTORS

SECTION 1: 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.

SECTION 2: Written Reports:

A written annual report, including a financial statement, shall be provided to the CNA and presented at the AGM by the appropriate Board Director. Content shall include, at a minimum, actions completed pertaining to each objective.

ARTICLE V: FISCAL TERMS AND BUSINESS PROCEEDINGS

SECTION 1: Fiscal Year:

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

SECTION 2: Meeting Facilitation - 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 VI: MEETINGS OF ALL MEMBERS OF THE ASSOCIATION

SECTION 1: Annual General Meetings:

The AGM 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:

AA quorum for any Annual General or Special Meeting shall be twenty (20) percent of the overall membership, but no less than five (5) members. For regular meetings of the Board of Directors, three (3) members shall constitute a quorum.

SECTION 4. Voting:

While all efforts will be made to ensure consensus regarding decision-making, should this be unattainable, a simple vote of majority will be conducted with the President having a second, or casting vote, in the event of a tie. Voting on all matters shall be by show of hands, verbally, or electronic/web-based platform. For regular executive meetings, a vote of not less than a majority of Board Directors shall be required for passage of any matter before a meeting, where consensus cannot be achieved and each Board Member will be entitled to one (1) vote. For Annual General or Special Meetings, should consensus be unattainable, each member shall be entitled to one (1) vote.


ARTICLE VII: NOMINATIONS AND ELECTIONS

SECTION 1: Nominating Committee:

If deemed necessary by the Board of Directors to fill the Executive positions, 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:

  1. To poll individual members for suggestions and nominees.
  2. To obtain consent of nominees who will stand for election.
  3. 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.
  4. 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 business of the AGM. Votes can be cast by one of three (3) means:

  1. An open display of support by verbal acclamation or through a show of hands of individual members present at the AGM.
  2. 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 VIII: CHAPTERS AND COMMITTEES

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 groupís sustainability through a relevant program of membership services.

SECTION 2: 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: CONSTITUTION & BYLAW AMENDMENTS

SECTION 1: Alterations and Repeals:

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 X: 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 XI: 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.