CJNS - Bylaws

CJNS - Bylaws

THE CANADIAN JOURNAL OF NEUROLOGICAL SCIENCES INC.

(the "Corporation")

BY-LAW NO. 3

CORPORATE SEAL

MEMBERSHIP

1. Membership. Membership in the Corporation shall be limited to those organizations interested in furthering the objects of the Corporation which have applied to the board of directors of the Corporation (which board of directors is hereinafter referred to as the "Publications Committee") for admission as a member and which have been accepted unanimously into membership by the Publications Committee (the "Member Societies" or a "Member Society"). The Publications Committee shall, at the time of admission of any Member Society, fix by resolution the number of directors of the Corporation (the "Directors" or a "Director") which may be appointed by such Member Society. Without limiting the ability of the Publications Committee to accept Member Societies for admission as aforesaid, upon the enactment of this By-law No. 3 the following organizations shall become Member Societies:

(a) Canadian Neurological Society;

(b) Canadian Neurosurgical Society;

(d) Canadian Association of Child Neurology Inc.

2. Withdrawal. Any Member Society may withdraw from the Corporation by delivering to the Corporation twelve months notice in writing and lodging a copy of the same with the managing director of the Corporation (the "Managing Director").

3. Removal. Any Member Society may be removed as a Member Society by a vote of at least sixty-six and two-thirds percent (66 2/3%) of the Member Societies present at a meeting of Member Societies, provided that such Member Society shall be granted an opportunity to be heard at such meeting.

4. Membership Fees. Membership fees or dues shall be determined from time to time by resolution of the Publications Committee.

5. Membership Not Transferable. The interest of a Member Society in the Corporation is not, directly or indirectly, transferable.

6. Meetings of the Member Societies. Meetings of Member Societies shall be either an annual meeting or a general meeting. Each Member Society shall nominate one representative to attend the annual or any general meeting of the Member Societies. Written notice of such nominations shall be delivered to the Managing Director by personal service, first-class mail or courier at least seven (7) days in advance of the relevant meeting. The annual or any general meeting of the Member Societies shall be held at the head office of the Corporation or at any place in Canada as the Publications Committee may determine and on such day as the Directors shall appoint. The Member Societies may resolve that a particular meeting of Member Societies be held outside Canada. The Publications Committee or the Chair or Vice-Chair shall have power to call, at any time, a general meeting of the Member Societies. The Publications Committee shall call a general meeting of the Member Societies on written requisition of one or more of the Member Societies. At every annual meeting, in addition to any other business that may be transacted, the report of the Directors, the financial statements and the report of the auditors shall be presented and auditors appointed for the ensuing year. The Member Societies may consider and transact any business either special or general at any meeting of the Member Societies. Fifty percent of the Member Societies present by way of presence of their representative at a meeting will constitute a quorum.

Each Member Society present at a meeting shall have the right to exercise one vote. Decisions of the Member Societies at any meeting shall be by the votes of the majority of the representatives present unless otherwise required by the Act, these by-laws or by law. The Chair at any meeting of Member Societies shall have a second or casting vote in the case of an equality of votes.

7. Notice - Member Societies' Meeting. Twenty (20) days' written notice shall be given to each Member Society of any annual or general meeting of Member Societies. Such notice shall be delivered by personal service, first-class mail or by courier. Notice of any meeting where special business will be transacted shall contain sufficient information to permit the Member Society to form a reasoned judgment on the decision to be taken. No error or omission in giving notice of any annual or general meeting or any adjourned meeting, whether annual or general, of the Member Societies of the Corporation shall invalidate such meeting or make void any proceedings taken thereat and any Member Society may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat. For purposes of sending notice to any Member Society, Director or officer for any meeting or otherwise, the address of the Member Society, Director or officer shall be his/her last address recorded on the books of the Corporation.

PUBLICATIONS COMMITTEE

8. General Powers. The property and business of the Corporation shall be managed by a board of directors which shall be known as the Publications Committee

9. Number. The Publications Committee shall be comprised of not less than four (4) and not more than ten (10) persons (herein called "Directors") who shall be entitled to vote on any matter properly before the Publications Committee. The number of Directors within such range shall be fixed by the Publications Committee from time to time and shall reflect the then current rights of Member Societies to appoint Directors. Directors shall be individuals, at least eighteen years of age and have power under law to contract. In addition to the Directors so appointed, the Managing Director of the Journal and the Executive Vice-President of the Canadian Congress of Neurological Sciences (the "Congress") shall be entitled to notice of and to attend meetings of the Publications Committee but shall not be entitled to vote on any matter before the Publications Committee nor participate in the management of the business or property of the Corporation.

10. Composition. The Publications Committee shall be comprised of persons appointed by the Member Societies. Each Director shall, at all times, be an officer or senior official of the Member appointing him/her. Upon admission of the Member Societies listed below, Directors shall be appointed by such Member Societies as follows:

Member No. of Directors

(a) Canadian Neurological Society; 1

(b) Canadian Neurosurgical Society; 1

(d) Canadian Association for Child Neurology. 1

Each appointment of a Director or Directors shall be made by notice in writing to the Corporation delivered by personal service, first-class mail or courier at least seven (7) days in advance of the appropriate annual meeting of Member Societies.

11. Liaison Representatives. The Publications Committee may, from time to time, by resolution invite certain qualified persons or interested organizations not otherwise represented on the Publications Committee to participate in the activities of the Publications Committee (the "Liaison Representatives") provided that the terms of any such participation shall be in the discretion of the Publications Committee. Notwithstanding the foregoing, no Liaison Representative shall be permitted to vote at meetings of the Publications Committee.

12. Term of Office - Directors. The Directors of the Corporation shall retire in rotation. Upon admission of the Member Societies referred to in paragraph 2 hereof, the Director appointed by the Canadian Neurological Society shall hold office until the close of the fourth annual meeting of Member Societies after that date, the Director appointed by the Canadian Neurosurgical Society to hold office until the close of the third annual meeting after that date, the Director appointed by the Canadian Society of Clinical Neurophysiologists to hold office until the close of the second annual meeting after that date and the Director appointed by The Canadian Association for Child Neurology to hold office until the close of the next annual meeting after that date. Subsequently at each annual meeting there shall be appointed a number of Directors equal to the number of Directors whose term of office expires at the close of such meeting and each Director so appointed shall hold office until the close of the third annual meeting after such Director's appointment.

13. Vacation of Office and Removal - Directors. The office of a Director shall be automatically vacated:

(a) if he/she resigns his/her office by delivering a written resignation to the Managing Director of the Corporation;

(b) if he/she is no longer the appointee of the Member Society;

(d) if he/she is found by a court to be of unsound mind;

(e) if he/she becomes bankrupt or suspends payment or compounds with his/her creditors;

(f) if at an annual or general meeting of Member Societies a resolution is passed by two thirds (2/3) of the Member Societies present at the meeting that he/she be removed from office; or

(g) on death;

provided that in case of a vacancy in the number of Directors of the Corporation a successor to fill the unexpired term shall be appointed by the Member Society who appointed the Director whose place is to be filled and provided that the vacation of office of any Director who is also an officer of the Corporation shall be deemed to be a vacation of office of such Director in the capacity of Director and officer. If the Member Societies fail to appoint the number of Directors fixed by the Publications Committee from time to time or if a vacancy occurs as a result of any of the foregoing reasons which is not filled by the relevant Member Society or Member Societies, the Directors remaining in office may exercise all the powers of the Publications Committee provided that a quorum of Directors is appointed and confirmed by the Member Societies or remains in office, as the case may be.

14. Meetings - Publications Committee. There shall be at least one (1) meeting per year of the Publications Committee. The annual meeting of the Publications Committee shall be held in the same locality and during the days of the annual meeting of the Congress , unless otherwise agreed to by two thirds (2/3) of all of the Directors. Interim meetings may be held whenever they are called by the chair of the Corporation (the "Chair") or by any one of the Directors. Interim meetings shall be held at such place and time as determined by the Publications Committee.

15. Notice of Meeting - Publications Committee. Forty-eight (48) hours written notice of the time and place of any meeting of the Publications Committee shall be given by personal service, facsimile transmission, first-class mail or overnight courier. If notice of the time and place of a meeting is to be delivered by first class mail, such notice shall be sent at least twenty (20) days before the date of the meeting. The method of notice to be used in respect of any meeting shall be in the discretion of the Chair or the Directors calling the meeting. All notices shall be addressed to each Director at his/her address as it appears on the records of the Corporation. No error or omission in giving notice of any meeting of the Publications Committee or any adjourned meeting of the Publications Committee shall invalidate such meeting or make void any proceedings taken thereat and any Director may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken.

16. Meeting by Conference Telephone. Directors may participate in and act at any meeting of the Publications Committee or any committee of the Publications Committee by means of conference telephone or similar communications equipment, as permits all persons participating in the meeting to hear each other simultaneously. Participation by such means shall constitute presence in person at the meeting.

17. Written Resolutions. A resolution in writing, signed by all the Directors of the Corporation is as valid as if it had been passed at a meeting of the Publications Committee.

18. Quorum. The presence in person of a majority of the number of Directors fixed from time to time shall constitute a quorum for the transaction of business at any meeting of the Publications Committee.

19. Voting. Each Director shall be entitled to exercise one vote at each meeting of the Publications Committee. Except as expressly provided herein and unless otherwise required by The Corporations Act (Manitoba) (the "Act"), or by law, at all meetings of the Publications Committee, every question shall be determined by a majority of votes cast at the meeting. The Chair at any meeting of the Publications Committee shall have a second or casting vote in the event of an equality of votes.

20. Adjournment. Any meeting of the Publications Committee may be adjourned by a majority of the Directors present at the time, even when the number present does not constitute a quorum.

21. Remuneration. No Director shall be entitled to remuneration by the Corporation for services rendered to the Corporation in such capacity . In exceptional circumstances and at the discretion of the Publications Committee a Director may be paid reasonable expenses incurred by her/him in the performance of her/his duties.

22. Retirement. A retiring Director shall remain in office until the dissolution or adjournment of the meeting at which his/her retirement is accepted and his/her successor's appointment is confirmed.

23. Agents, Employees. The Publications Committee may appoint such agents and hire such employees as it shall deem necessary from time to time and such persons shall have such authority and shall perform such duties as determined by the Publications Committee.

24. Remuneration. A reasonable remuneration for all officers, agents and employees and committee members shall be fixed by the Publications Committee by resolution.

25. Annual Reporting. The Publications Committee shall report on the affairs of the Canadian Journal of Neurological Sciences (the "Journal") and the Corporation each year.

26. Committees - General. The Publications Committee may establish, by resolution, committees on such terms and conditions as the Publications Committee deems appropriate, whose members will hold their offices at the discretion of the Publications Committee provided that:

(a) every committee shall consist of at least two Directors, and a majority of its membership shall be Directors;

(b) committee chairs and committee members shall be appointed by resolution of the Directors or by the Chair with the approval of the Publications Committee;

(d) the Publications Committee may from time to time establish policies concerning the responsibilities and membership of the committees, which policies shall be consistent with these bylaws;

(e) meetings of the committees shall be held at any time and place to be determined by the members of the committee;

(f) the committees of the Publications Committee shall record minutes of their deliberations, recommendations and conclusions;

(g) each committee shall report to the Publications Committee concerning all matters upon which it has acted;

(h) written notice of all meetings of committees shall be given to the members thereof, and shall be sent by personal service, first-class mail or by courier, not less than twenty (20) days prior to the meeting, and to the Chair, whom shall have the right to attend and participate in the deliberations of all committees;

(i) a simple majority of the members of each committee shall constitute a quorum for the transaction of business;

(j) the act of a majority of the members of any committee present in person at a meeting at which a quorum is present shall be the action of the committee; and

(k) no error or omission in giving notice of any meeting of any committee or any adjourned meeting of any committee shall invalidate such meeting or make void any proceedings taken thereat and any member of any 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.

POWERS OF PUBLICATIONS COMMITTEE

27. General. The Directors may administer the affairs of the Corporation in all things and make or cause to be made for the Corporation, in its name, any kind of contract which the Corporation may lawfully enter into and, save as hereinafter provided, generally, may exercise all such other powers and do all such other acts and things as the Corporation is by its Letters Patent or otherwise authorized to exercise and do.

28. Expenditures. The Directors shall have power to authorize expenditures on behalf of the Corporation from time to time and may delegate by resolution to an officer or officers of the Corporation the right to employ and pay salaries to employees. The Directors shall have the power to enter into a trust arrangement with a trust company for the purpose of creating a trust fund in which the capital and interest may be made available for the benefit of promoting the interest of the Corporation in accordance with such terms as the Publications Committee may prescribe.

29. Gifts, Legacies. The Publications Committee shall take such steps as it may deem requisite to enable the Corporation to acquire, accept, solicit or receive legacies, gifts, grants, settlements, bequests, endowments and donations of any kind whatsoever for the purpose of furthering the objects of the Corporation.

30. Borrowing. The Publications Committee may from time to time:

(a) borrow money upon the credit of the Corporation;

(b) limit or increase the amount to be borrowed;

(d) pledge or sell such debentures or other securities for such sums and at such prices as may be deemed expedient; and

(e) secure any such debentures, or other securities, or any other present or future borrowing or liability of the Corporation, by mortgage, hypothec, charge or pledge of all or any currently owned or subsequently acquired real and personal, movable and immovable, property of the Corporation, and the undertaking and rights of the Corporation.

The Publications Committee may delegate such powers to such officers or Directors to such extent and in such manner as the Publications Committee may, by resolution, determine. Nothing herein limits or restricts the borrowing of money by the Corporation on bills of exchange or promissory notes made, drawn, accepted or endorsed by or on behalf of the Corporation.

OFFICERS

31. Number. The officers of the Corporation shall be the Chair, a vice-chair (the "Vice-Chair"), the Managing Director of the Journal, the Editor of the Journal (the "Editor") and the Associate Editor of the Journal (the "Associate Editor"). The offices of Vice-Chair and Treasurer may be held by the same person.

32. Election and Term of Office. The Chair and Vice-Chair shall be elected by the Directors from among their number. The Chair and Vice-Chair and Treasurer shall hold office for two (2) one (1) year and while each remains a Director shall be eligible for re-election. The Managing Director, Editor and Associate Editor shall each hold office for such term as may be specified in the relevant contract of employment. The Chair and Vice-Chair may be removed from office at any time by resolution of the Publications Committee. The Managing Director, Editor and Associate Editor may be removed from office by resolution of the Publications Committee, subject to the applicable provisions of any relevant contract of employment and applicable law.

33. Chair. The Chair shall preside at meetings of the Publications Committee and shall generally supervise the affairs of the Corporation subject to the authority of the Publications Committee.

34. Vice-Chair. The Vice-Chair shall assume the duties of the Chair when the Chair is not present or is unable or refuses to act. He/she shall be the chief financial officer of the Corporation and shall perform all the duties incident to the office of Vice-Chair. The Vice-Chair shall keep or cause to be kept custody of the funds and securities of the Corporation, and shall keep or caused to be kept full and accurate accounts of all assets, liabilities, receipts and disbursements of the Corporation in the books belonging to the Corporation and shall deposit or cause to be deposited all monies, securities and other valuable affects in the name and to the credit of the Corporation in such chartered bank or trust company, or, in the case of securities, in such registered dealer in securities as may be designated by the Publications Committee from time to time. He/she shall disburse or cause to be disbursed the funds of the Corporation as may be directed by proper authority taking proper vouchers for such disbursements, and shall render to the Chair and Directors at the regular meetings of the Publications Committee, or whenever they may require it, an accounting of all the transactions and a statement of the financial position, of the Corporation. He/she shall also perform such other duties as may from time to time be directed by the Publications Committee.

35. Managing Director. The Managing Director shall be the executive officer of the Corporation and shall supervise the affairs of the Corporation under the management of the Publications Committee. The Managing Director shall be retained by the Publications Committee as an employee of the Corporation, by way of written contract of employment and shall perform the duties described in such contract of employment. The Managing Director may be empowered by the Publications Committee, upon resolution of the Publications Committee to carry on the affairs of the Corporation generally under the supervision of the Publications Committee and shall attend all Directors' and Member Societies meetings and act as clerk thereof and record all votes and minutes of all proceedings in the books to be kept for that purpose. The Managing Director shall prepare the agenda for the annual meetings of the Member Societies and the Publications Committee in consultation with the Chair. He/she shall give or cause to be given notice of all meetings of the Member Societies and of the Publications Committee, and shall perform such other duties as may be prescribed by the Publications Committee or the Chair, under whose supervision he/she shall be. He/she shall be custodian of the seal of the Corporation, which he/she shall deliver only when authorized by a resolution of the Publications Committee to do so and to such person or persons as may be named in the resolution.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

36. Except as otherwise provided in Section 119 of the Act, each Director and officer of the Corporation, former Director or officer of the Corporation or a person who acts or acted at the Corporation's request as a Director or officer of a body corporate of which the Corporation is or was a shareholder or creditor, and his/her heirs and legal representatives, shall be indemnified against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him/her in respect of any civil, criminal or administrative action or proceeding to which he/she is made a party by reason of being or having been a Director or officer of the Corporation or such body corporate.

37. Insurance. The Corporation may purchase and maintain insurance on behalf of one and all of its Directors or officers or former Directors or officers against any liability incurred by them by reason of being or having been Directors or officers of the Corporation, whether or not the Corporation would have the power to indemnify them against such liability or settlement under the provisions of these by-laws.

38. Editor. The Publications Committee shall from time to time appoint an editor (the "Editor") of the Journal. The Publications Committee shall poll the entire membership of each of the Member Societies to solicit nominations for the position of Editor. A detailed job description and outline of job requirements will be drawn up by the Publications Committee. The Publications Committee will review all submitted resumes and then appoint the Editor for a term of four (4) years, which term may be renewed by the Publications Committee. An individual nominated for editorship of the Journal must be a member of a Member Society at the time he/she assumes the editorship.

The Editor may resign and the Publications Committee may terminate the appointment of the Editor, in each case, upon giving four (4) months notice, or such other length of notice as may be agreed upon.

The Editor shall receive an honorarium to be determined by the Publications Committee and shall be reimbursed by the Journal for secretarial expenses related to Journal matters.

39. Quadrennial Review. During the third year of the Editor's term, the Publications Committee shall meet with the editorial staff to review the quality of the Journal as well as the editorial and publishing practices and policies and shall prepare an advisory report to the Member Societies. The Publications Committee will in turn advise the Editor of its findings. The primary function of the Quadrennial Review will be to provide constructive criticism. Appropriate honoraria and expenses will be paid by the Corporation to external appointees as required.

GENERAL

40. Financial Year. The financial year of the Corporation shall be from January 1 through December 31, unless otherwise prescribed by the Publications Committee.

41. Execution of Documents. Contracts, documents or any instruments in writing requiring the signature of the Corporation, shall be signed by any two officers and all contracts, documents and instruments in writing so signed shall be binding upon the Corporation without any further authorization or formality. The Directors shall have power from time to time by resolution to appoint an officer or officers on behalf of the Corporation to sign specific contracts, documents and instruments in writing. The Directors may give the Corporation's power of attorney to any registered dealer in securities for the purposes of the transferring of and dealing with any stocks, bonds, and other securities of the Corporation. The seal of the Corporation when required may be affixed to contacts, documents and instruments in writing signed as aforesaid or by any officer or officers appointed by resolution of the Publications Committee.

42. Auditors. The Member Societies shall at each annual meeting appoint an auditor to audit the accounts of the Corporation for report to the Member Societies at the next annual meeting. The auditor shall hold office until the next annual meeting provided that the Publications Committee may fill any vacancy in the office of auditor. The remuneration of the auditor shall be fixed by the Publications Committee.

43. Budget. The budget of the Corporation shall be approved by the Publications Committee annually.

44. Amendment of By-Laws. The by-laws of the Corporation may be repealed or amended by by-laws enacted by a majority of the Directors at a meeting of the Publications Committee and sanctioned by an affirmative vote of at least two- thirds of the Member Societies at a meeting duly called for the purpose of considering the said by-law.

45. Repeal of Previous By-laws. By-law number one of the Corporation is hereby repealed, provided that, such repeal shall not affect the previous operation of such repealed by-law or affect the validity of any act done or right, privilege or liability acquired or incurred prior to its repeal.

46. Corporate Seal. The seal, an impression of which is stamped in the margin hereof, shall be the seal of the Corporation.

47. Head Office. The Head Office of the Corporation shall be in the City of Winnipeg, in the Province of Manitoba.