BY-LAWS of the ATLANTIC REGIONAL SOCIETY
ARTICLE I - DEFINITIONS AND INTERPRETATION
Section 1 – Definitions
A) “Association” – means the Canadian Association of Rehabilitation Professionals or L’association Canadienne des professionels en readaptation.
B) “Board/Board of Directors” – means the Board of Directors of the Canadian Association of Rehabilitation Professionals Atlantic Regional Society
C) “By-law” shall mean this by-law or this by-law in its amended from which may occur from time to time.
D) “CARP” – means the Canadian Association of Rehabilitation Professionals.
E) “CCRC” – means the Canadian Certified Rehabilitation Counselor
F) “CRC” – means Certified Rehabilitation Counselor
G) “CRCC” – means Commission on Rehabilitation Counselor Certification
H) “CVE” – means Certified Vocational Evaluator I) “Code of Ethics” – shall mean the Code of Ethics as adopted by the Association from time to time.
J) “Disciplinary Procedures” – shall mean the Disciplinary Procedures as adopted by the Association from time to time.
K) “Ex-Officio positions” – shall be without a vote
L) “Member” – shall mean any person who becomes a member of the Association in any Category designated by the National Board and a person who is afforded the rights and responsibilities of a category of membership.
M) “Society” – means the Atlantic Regional Society
N) “Rehabilitation Professional” – means any person involved in the continuum of holistic rehabilitation services who holds a recognized credential from any recognized rehabilitation organization or association.
O) “RRP” – means Registerd Rehabilitation Professional or Prefessionnel en readapation enregistre (PRE)
Section 2 – Interpretation
In these By-laws and in all other By-laws of the Society hereafter passed unless the context otherwise requires, the singular shall include the plural and the plural the singular.
ARTICLE II - MEMBERSHIP
Section 1 – Application for Membership
The Board of Directors of the Association shall establish rules and procedures for application for membership in the Society by persons interested in furthering the objects of the Society.
Section 2 – Membership Categories
Membership in the Society shall consist of such categories and types of members as shall be authorized through approval of policy by the National Board of Directors.
Section 3 – Privileges of Membership
a) Associate Member – An Associate Member shall not have the right to vote at the annual or special general meetings of the Society and shall not be eligible to serve on the Board of Directors.
b)Professional Member – means a member who has paid the prescribed fee and is holding an RRP, CCRC, CRC, CVE or other designation approved by the Board of Directors from time to time. A Professional member shall have the right to vote at the annual or special general meetings of the Society.
Section 4 – Ethical Conduct
All Members of the Society shall comply with the Code of Ethics, which shall set out the conduct expected of Members. The Code shall be established and may be amended from time to time by the National Board of Directors by resolution.
Section 5 – Discipline of Members
A member may be disciplined for failing to comply with the Code of Ethics. Any discipline of a Member shall be in accordance with the Disciplinary Procedures, which shall set out the procedure for submitting, investigating complaints and making appeals. The Disciplinary Procedures shall also set out the occasions when the disciplinary measure can be imposed. The Disciplinary Procedures can be established and may be amended from time to time by the Board of Directors by resolution.
Section 6 – Transfer of Membership Memberships are not transferable.
Section 7 – Registration
A Member wishing to withdraw from membership in the Society may do so upon written notice to the Society. Membership fees will not be refunded in whole or in part, nor carried forward.
Section 8 – Withdrawl Privileges
The Society may grant a withdrawal to any Professional Member who has made a written request for a definded period during which the Professional Member shall be relieved of payment of fees, shall not lose their professional status, but shall not be entitled to vote or hold office in the Society.
Section 9 – Termination
a) Any Member who fails to comply with the Code of Ethics or be current with membership fees shall be cause for termination of membership in the Society.
b) A Member so terminated shall have the right to appeal to the National Board of Directors, the decision of which shall be final and binding.
c) A Member so terminated shall remain liable to the Society for any fees or other charges payable at the date the membership ceases.
ARTICLE III - ANNUAL FEE
The annual fees payable by Members of the Society shall be those fixed from time to time by resolution of the National Board of Directors and shall be payable in accordance to policies approved by the National Board of Directors.
ARTICLE IV - CERTIFICATION OF DOCUMENTS
The President of the Society or another officer whom the Board of Directors may designate shall have the authority to certify specific documents.
ARTICLE V - BOARD OF DIRECTORS
Section 1 – Duties and Responsibilities
The affairs of the Society shall be governed by the Board, which shall supervise, control and direct all its activities. The Board of Directors may delegate to any committee or officer any or all powers, duties and authority which may be lawfully granted.
Section 2 – Composition
The Society shall be governed and managed by a Board of Directors of up to twelve (12) directors as follows:
a) The Society President who shall be elected for a term of two (2) years;
b) The Society President-elect who shall be elected for a term of one (1) year being the year prior to the start of the term as President;
c) The Society Past-president for a period of one (1) year after the election of the President succeeding such Past President.
d) Up to two (2) Directors from each of the Atlantic Provinces (New Brunswick, Newfoundland & Labrador, Nova Scotia and Prince Edward Island) and may have one (1) appointment from the Canadian Assessment, Vocational Evaluation and Work Adjustment Society
Section 3 – Terms of Office
a) The Board of Directors will take office immediately upon conclusion of the annual general meeting at which they were elected.
b) The Board of Directors are elected to a two (2) year term and may serve no more than three (3) consecutive terms.
c) Directors, having served three (3) consecutive terms on the Board of Directors, are not eligible for re-election for a period of one (1) year following the end of the third term and then may serve only one additional term.
Section 4 – Board of Directors Vacancies
a) Any vacancies on the Board of Directors may be filled with the Professional Member having received the next largest number of votes in the last appropriate election. In the case of President, the next succeeding President.
b) In the event that such a person in not able to serve, the Board of Directors may appoint a Professional Member and the Member so appointed will hold office until the election at the next Society’s annual general meeting. At that time, an election will take place to select a Director to serve up to a maximum of three (3) consecutive terms.
Section 5 – Meetings
a) The Board of Directors shall meet as soon as practical following the Society’s annual general meeting to elect the officers of the Society. It shall meet at least a minimum of four times each year, including a meeting(s) by teleconference or in person and includes meeting(s) to be held in conjunction with the annual general meeting.
b) Any or all members of the Board of Directors or committees of the Board may participate by conference telephone or other communication means as permit all persons participating in the meeting to hear each other. A director participating in such a meeting by such means is deemed to be present at the meeting.
c) The President of the Board may invite an observer as appropriate to report on any matter of interest to the Board of Directors.
Section 6- Special Meetings
The Chair may call a special meeting of the Board of Directors at any time and place specified in a written demand by a majority of the members of the Board of Directors. The business to be transacted at such special meetings shall be stated in the notice thereof, and no other business may be considered at that meeting.
Section 7 – Quorum
At any meeting of the Board of Directors, a quorum shall consist of a simple majority (50% plus one) of those entitled to be present and vote, unless otherwise specifically provided. Directors who declare a conflict of interest shall nonetheless be counted in determining a quorum. If the number of Directors at a Board meeting falls below the number required for a quorum, there can be no further valid transaction of business until a quorum is again present.
Section 8 – Voting Rights and Procedures
Only Directors in attendance at any meeting of the Board of Directors may vote. In the case of equality votes, the President shall cast the deciding vote.
Section 9 – Remuneration
No Director of Officer shall receive any remuneration for duties performed on behalf of the Society. Directors or Officers may be reimbursed for resonable expenses incurred while performing such duties. Nothing herein contained shall be construed to preclude any Director from serving the Society in any other capacity and receiving compensation therefore.
Section 10 – Removal
A Director may be removed by resolution of the Board of Directors before the expiration of their term if they have been absent from two consecutive meetings of the Board of Directors without reason deemed by the Board of Directors to be adequate.
ARTICLE VI - NOMINATIONS AND ELECTIONS
Section 1 – Appointment and Composition of Nominations Committee
The Board of Directors shall annually appoint a Nominations Committee which shall be chaired by a Professional member and include at least one (1) other voting member.
Section 2 – Duties of Nominations Committee
The duties of the Nominations Committee shall be set forth in terms of reference, which shall be established from time to time by the Board of Directors, such duties shall include the nomination of a full slate of candidates for election to the Board of Directors in accordance with Article V – Board of Directors, Section 2 – Composition.
Section 3 – Election of Directors
a) The election of Directors shall follow procedures in compliance with Robert’s Rules of Order and outlined in policy set forth and established from time to time by the Board of Directors.
b) Each member who is eligible to vote shall have one vote for each of the available Board of Director positions. Directors will be declared elected on the basis of a plurality of votes cast by voting members and appointed proxies.
c) Any vote to elect a Director of the Society shall be by secret ballot with the results of such vote recorded by the Secretary.
d) At the Society’s annual general meeting, the Chair of the Nominations Committee will announce the results of the election, or acclamation.
ARTICLE VII - OFFICERS
Section 1 – Number of Officers
The officers of the Society shall be the President of the Board, President-Elect or in the absence of the President-Elect, the Past-President and/or a Secretary or a Secretary / Treasurer. The Board of Directors at the first meeting following the annual general meeting shall select officers.
Section 2 – Duties of Officers
The duties of officers shall be such as their title by general usage would indicate and as may be required by law, noting:
a) The President of the Board of Directors shall call and chair the meetings of the Board of Directors and will implement policies governing the Board of Directors.
b) The President-Elect shall be that person designated by the Society to the next serving President of the Society. The Past-president shall be the person who last served as President of the Society.
c)In the event of the President’s absence, disability, or refusal to act, the President-Elect or Past-President will assume the duties of the President. The President-Elect or Past-President will also perform those duties, as may be required by law, such as the title would indicate, or as assigned by the Board of Directors from time to time.
Section 3 – Term of Office
The officers shall remain in office for one year or until their successors shall be elected or appointed, with the exception of the President who will remain in office for two years. An elected officer shall not remain in the same office for more than two consecutive years.
Section 4 – Vacancies
Should the office of the President become vacant, it shall be filled by the Past-President or President-Elect. In the event the President-Elect position is vacant, it shall be filled by the Board of Directors from amongst its members until the next regular election of officers.
Section 5 – Removal of Officers
An officer may, by resolution of the Board of Directors, be removed before the expiration of their term.
ARTICLE VIII - SPECIAL COMMITTEES
The Board of Directors, in compliance with the Board of Directors’ governance policy model, shall approve the formation of such committees and task forces as deemed necessary or required from time to time.
ARTICLE IX - ANNUAL AND SPECIAL GENERAL MEETINGS
Section 1 – Annual General Meeting
The annual general meeting of the Society shall be held each year at such time and place as may be designated by the Board of Directors.
Section 2 – Special General Meetings
Special general meetings of the Society may be held upon the call of the Board of Directors at such times and places as it may designate. The President shall call a special general meeting upon the written request of at least (5) five percent of voting Members within 60 days after the filing of such request with the President. The business to be transacted at such special general meetings shall be stated in the notice thereof, and no other business may be considered at those meetings.
Section 3 – Notice
At least 30 days notice of annual or general meetings shall be given in writing and/or by electronic means.
Section 4 – Quorum
At any annual or special general meeting, ten (10) voting members present in person, as verified by the Secretary or Secretary/Treasurer, shall constitute a quorum. Should the number of Members present in person at an annual or special general meeting fail below the number required for a quorum, there can be no further valid transaction of business until a quorum is again present.
Section 5 – Order of Business
The usual order of business determined by parliamentary procedures shall govern the conduct of all meetings. In all matters not governed by By-laws, procedures shall be in accordance with Robert’s Rules of Order.
Section 6 – Voting
Voting members of the Society shall not vote more than their own vote. Unless otherwise specifically provided, a majority of Members present shall be competent to do and perform all acts, which are or shall be directed to be done at any such meeting. In the event of a tie, a motion shall be lost. Proxy votes must be registered with the Secretary prior to the commencement of any meeting.
ARTICLE X - FINANCES
Section 1 – Signing Authority
All cheques or other payment items issued or endorsed in the name of the Society, shall be signed by such officers, employees or agents of the Society in such manner as shall be determined from time to time by resolution of the Board of Directors. This includes the responsibility for:
a) Keeping of accounts
b) Location of accounts
c) Inspection of accounts
d) Presentation of accounts
Section 2 – Banking
a) Any one of such officers, or agents so appointed may endorse cheques for deposit with the Society’s bankers for the credit of the Society or the same may be endorsed “for deposit only” with the bankers of the Society.
b) Any one of such officers, or agents so appointed may arrange, settle, balance and certify all books and accounts between the Society’s bankers and the Society and may receive all paid cheques and vouchers and sign all the bank forms of settlement of balances and releases of verification slips.
ARTICLE XI - AUDITORS
An auditor may be appointed each year at the annual general meeting of the Members of the Society.
ARTICLE XII - FINANCIAL YEAR
The financial year of the Society shall commence on the first day of January in each year.
ARTICLE XIII - DISSOLUTION
In the event that the Society is dissolved, and after payment of all indebtedness of the Society, the remaining funds, investments and other assets shall revert to the Association.
ARTICLE XIV - AMENDMENTS TO BY-LAWS
The By-Laws of the Society may be repealed or amended by a majority of the Directors at a meeting of the Board of Directors and sanctioned by an affirmative vote of at least two-thirds of the voting Members present. The repeal or amendment of the By-Laws shall be in accordance with federal regulation as set forth by the federal Minister responsible for the Act governing the Society.