A by-law relating generally to the conduct of the affairs of:
International Society for In Vitro Fertilization (ISIVF) Société Internationale pour la Fécondation In Vitro (SIFIV)
TABLE OF CONTENTS
- Section 1 - General
- Section 2 - Membership – Matters Requiring Special Resolution
- Section 3 - Membership Dues, Termination and Discipline
- Section 4 - Meetings of Members
- Section 5 - Directors
- Section 6 - Meetings of Directors
- Section 7 - Officers
- Section 8 - Notices
- Section 9 - Dispute Resolution
- Section 10 - Effective Date
BE IT ENACTED as a by-law of the Society as follows:
SECTION 1 - GENERAL
In this by-law and all other by-laws of the Society, unless the context otherwise requires:
"Act" means the Canada Not-for-profit Corporations Act S.C. 2009, c.23 including the Regulations made pursuant to the Act, and any statute or regulations that may be substituted, as amended from time to time;
"articles" means the original or restated articles of incorporation or articles of amendment, amalgamation, continuance, reorganization, arrangement or revival of the Society;
"Board" means the Board of Directors of the Society and "director" means a member of the Board;
"by-law" means this by-law and any other by-laws of the Society as amended and which are, from time to time, in force and effect;
"meeting of members" includes an annual meeting of members or a special meeting of members; "special meeting of members" includes a meeting of the members referred to in article 2.01 hereof, and a special meeting of all members entitled to vote at an annual meeting of members;
"ordinary resolution" means a resolution passed by a majority of not less than 50% plus 1 of the votes cast on that resolution;
"proposal" means a proposal submitted by a member of the Society that meets the requirements of section 163 (Shareholder Proposals) of the Act;
"Regulations" means the regulations made under the Act, as amended, restated or in effect from time to time; and
"special resolution" means a resolution passed by a majority of not less than two-thirds (2/3) of the votes cast on that resolution.
In the interpretation of this by-law, words in the singular include the plural and vice-versa, words in one gender include all genders, and "person" includes an individual, body corporate, partnership, trust and unincorporated organization.
Other than as specified in 1.01 above, words and expressions defined in the Act have the same meanings when used in these by-laws.
1.03 Corporate Seal
The seal, an impression whereof is stamped in the margin hereof, shall be the seal of the Society, the secretariat of the Society shall be the custodian of the corporate seal.
1.04 Execution of Documents
Deeds, transfers, assignments, contracts, obligations and other instruments in writing requiring execution by the Society may be signed by any two (2) of its officers or directors. In addition, the Board may from time to time direct the manner in which and the person or persons by whom a particular document or type of document shall be executed. Any person authorized to sign any document may affix the corporate seal to the document. Any signing officer may certify a copy of any instrument, resolution, by-law or other document of the Society to be a true copy thereof.
1.05 Financial Year End
The financial year end of the Society shall be determined by the board.
1.06 Banking Arrangements
The banking business of the Society shall be transacted at such bank, trust company or other firm or Society carrying on a banking business in Canada or elsewhere as the Board may designate, appoint or authorize from time to time by resolution. The banking business or any part of it shall be transacted by an officer or officers of the Society and/or other persons as the Board may by resolution from time to time designate, direct or authorize.
1.07 Annual Financial Statements
The Society may, instead of sending copies of the annual financial statements and other documents referred to in subsection 172(1) (Annual Financial Statements) of the Act to the members, publish a notice to its members stating that the annual financial statements and documents provided in subsection 172(1) are available at the registered office of the Society and any member may, on request, obtain a copy free of charge at the registered office or by prepaid mail.
As a scientific not for profit Society they are to:
- promote research and clinical development in the field of in vitro fertilization of human oocytes (IVF) and various forms of Assisted Reproductive Technology (ART) for the prevention and treatment of infertility and other indicated conditions;
- promulgate ethical practice and standards of practice for such treatments;
- foster collaboration between the various centres in the world that offer IVF and ART;
- organize symposia for the purposes of presentation, discussion, exchange and publication of research, data, knowledge, theories and standards pertaining to IVF and ART, and specifically, a forum under the name “World Congress on In Vitro Fertilization”;
- and do all such things as are incidental or conducive to the attainment of the above objects.
SECTION 2 - MEMBERSHIP RESOLUTION
2.01 Membership Conditions
Subject to the articles, there shall be one class of members in the Society. Membership in the Society shall be available only to individuals interested in furthering the Society's purposes and who have applied for and been accepted into membership in the Society by resolution of the board or in such other manner as may be determined by the board. Each member shall be entitled to receive notice of, attend, participate, and vote at all meetings of the members of the Society in accordance with the provisions of these by-laws.
A special resolution of the members is required to make any amendments to this section if those amendments will;
(a) create a new class or group of members;
(b) change a condition required for being a member;
(c) change the designation of any class or group of members or add, change or remove any rights and conditions of any such class or group;
(d) divide any class or group of members into two or more classes or groups and fix the rights and conditions of each class or group;
(e) add, change or remove a provision respecting the transfer of a membership;
2.02 Notice of Meeting of Members
Notice of the time and place of a meeting of members shall be given to each member entitled to vote at the meeting by the following means:
- by mail, courier or personal delivery to each member entitled to vote at the meeting, during a period of 21 to 60 days before the day on which the meeting is to be held; or
- by telephonic, electronic or other communication facility to each member entitled to vote at the meeting, during a period of 21 to 35 days before the day on which the meeting is to be held.
SECTION 3 - MEMBERSHIP DUES, TERMINATION AND DISCIPLINE
3.01 Membership Dues
Members shall be notified in writing of the membership dues at any time payable by them and, if any are not paid within one (1) calendar month of the membership renewal date, the members in default shall automatically cease to be members of the Society.
3.02 Termination of Membership
A membership in the Society is terminated when:
- the member dies, or, in the case of a member that is a Society, the Society is dissolved;
- a member fails to maintain any qualifications for membership described in Section 2.01 of these by-laws;
- the member resigns by delivering a written resignation to the chair of the board of the Society in which case such resignation shall be effective on the date specified in the resignation;
- the member is expelled in accordance with Section 3.03 below or is otherwise terminated in accordance with the articles or by-laws;
- the member's term of membership expires; or
- the Society is liquidated or dissolved under the Act.
Subject to the articles, upon any termination of membership, the rights of the member, including any rights in the property of the Society, automatically cease to exist.
3.03 Discipline of Members
The board shall have authority to suspend or expel any member from the Society for any one or more of the following grounds:
- violating any provision of the articles, by-laws, or written policies of the Society;
- carrying out any conduct which may be detrimental to the Society as determined by the board in its sole discretion;
- for any other reason that the board in its sole and absolute discretion considers to be reasonable, having regard to the purpose of the Society.
In the event that the Board determines that a member should be expelled or suspended from membership in the Society, the president, or such other officer as may be designated by the Board, shall provide twenty (20) days notice of suspension or expulsion to the member and shall provide reasons for the proposed suspension or expulsion. The member may make written submissions to the president, or such other officer as may be designated by the Board, in response to the notice received within such twenty (20) day period.
In the event that no written submissions are received by the president, the president, or such other officer as may be designated by the Board, may proceed to notify the member that the member is suspended or expelled from membership in the Society. If written submissions are received in accordance with this section, the Board will consider such submissions in arriving at a final decision and shall notify the member concerning such final decision within a further twenty (20) days from the date of receipt of the submissions. The Board's decision shall be final and binding on the member, without any further right of appeal.
SECTION 4 - MEETINGS OF MEMBERS
4.01 Persons Entitled to be Present
The only persons entitled to be present at a meeting of members shall be those entitled to vote at the meeting in accordance with these by-laws, the directors and the public accountant, if appointed, of the Society and such other persons who are entitled or required under any provision of the Act, articles or by-laws of the Society to be present at the meeting. Any other person may be admitted only on the invitation of the chair of the meeting or by resolution of the members.
4.02 Chair of the Meeting
In the event that the chair of the Board and the vice-chair of the Board are absent, the members who are present and entitled to vote at the meeting shall choose one of their number to chair the meeting.
A quorum at any meeting of the members shall be 3 of the members entitled to vote at the meeting. If a quorum is present at the opening of a meeting of members, the members present may proceed with the business of the meeting even if a quorum is not present throughout the meeting.
4.04 Votes to Govern
At any meeting of members every question shall, unless otherwise provided by the articles or by-laws or by the Act, be determined by a majority of the votes cast on the question. In case of an equality of votes either on a show of hands or on a ballot or on the results of electronic voting, the chair of the meeting in addition to an original vote shall have a second or casting vote.
4.04.01 Absentee Voting by Mail Ballot or Resolution
A Member entitled to vote at a meeting of the members may vote by mailed-in ballot or by consenting to resolution by sending same to Secretariat of the Society by electronic means, who shall gather the votes, to then be presented to the members,at its next meeting.
SECTION 5 - DIRECTORS
5.01 Election and Term
Subject to the articles, the members will elect the directors at the first meeting of members and at each succeeding annual meeting at which an election of directors is required, and the directors shall be elected to hold office for a term expiring at the next annual meeting of the members, the directors so elected may be renewed at any annual meeting of the members,
SECTION 6 - MEETINGS OF DIRECTORS
6.01 Calling of Meetings
Meetings of the Board may be called by the chair of the Board, the vice-chair of the Board or any two (2) directors at any time; provided that, for the first organization meeting following incorporation, such meeting may be called by any director or incorporator. If the Society has only one director, that director may call and constitute a meeting.
6.02 Notice of Meeting
Notice of the time and place for the holding of a meeting of the Board shall be given to every director of the Society not less than 7 days before the time when the meeting is to be held by one of the following methods:
- delivered personally to the latest address as shown in the last notice that was sent by the Society in accordance with section 128 (Notice of directors) or 134 (Notice of change of directors);
- mailed by prepaid ordinary mail to the director's address as set out in (a);
- by telephonic, electronic or other communication facility at the director's recorded address for that purpose; or
- by an electronic document in accordance with Part 17 of the Act.
Notice of a meeting shall not be necessary if all of the directors are present, and none objects to the holding of the meeting, or if those absent have waived notice of or have otherwise signified their consent to the holding of such meeting. Notice of an adjourned meeting is not required if the time and place of the adjourned meeting is announced at the original meeting. Unless the by-law otherwise provides, no notice of meeting need specify the purpose or the business to be transacted at the meeting except that a notice of meeting of directors shall specify any matter referred to in subsection 138(2) (Limits on Authority) of the Act that is to be dealt with at the meeting.
6.03 Regular Meetings
The Board may appoint a day or days in any month or months for regular meetings of the Board at a place and hour to be named. A copy of any resolution of the Board fixing the place and time of such regular meetings of the Board shall be sent to each director forthwith after being passed, but no other notice shall be required for any such regular meeting except if subsection 136(3) (Notice of Meeting) of the Act requires the purpose thereof or the business to be transacted to be specified in the notice.
6.04 Votes to Govern and Quorum
At all meetings of the Board, every question shall be decided by a majority of the votes cast on the question. In case of an equality of votes, the chair of the meeting in addition to an original vote shall have a second or casting vote.
A quorum at any meeting of the Board shall be 5 of the members entitled to vote at the meeting
6.04.01 Absentee Voting
A Director entitled to vote at a meeting of directors may vote by mailed-in ballot or by consenting to resolution by sending same to Secretariat of the Society by electronic means, who shall gather the votes, to then be presented to the directors, at its next meeting.
The Board may from time to time appoint any committee or other advisory body, as it deems necessary or appropriate for such purposes and, subject to the Act, with such powers as the Board shall see fit. Any such committee may formulate its own rules of procedure, subject to such regulations or directions as the Board may from time to time make. Any committee member may be removed by resolution of the Board.
6.05.01 Executive Committee
There shall be an Executive Committee composed of the officers of the Society, as well as any other person so appointed by the Board. The Executive Committee shall exercise such powers as are authorized by the Board. Any Executive Committee member may be removed by a majority vote of the Board. Executive Committee members shall receive no remuneration for serving as such, but are entitled to reasonable expenses incurred in the exercise of their duty.
Meetings of the Executive Committee shall be held at any time and place to be determined by the members of such committee provided that notice of at least ten (10) days shall be given, to each member of the committee. In the event of an emergency, as determined by the president, the notice may be reduced to forty eight (48) hours. Notice may be given by technical means such as, but not limited to, facsimile or electronic mail. The Executive Committee shall meet at least once per year. No less than three members of such committee shall constitute a quorum. No error or omission in giving notice of any meeting of the Executive Committee or any adjourned meeting of the Executive Committee of the Society shall invalidate such meeting or make void any proceedings taken thereat and any member of 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.
The minutes of the Board and of the Executive Committee shall not be available to the general membership of the Society but shall be available to the Board, each of whom shall receive a copy of such minutes.
SECTION 7 - OFFICERS
7.01 The officers of the Society shall be the chair and vice chair of the Board, a president, vice-president, executive director, secretary, treasurer, education and organization officer, and the immediate past president. Any two offices may be held by the same person.
Officers must be chosen from amongst the past or current directors.
The term of the president and vice president is two years, with the ability to stand for re-election two years subsequent to any term.
The term of the treasurer, secretary, education and organization officer is two years, with the ability to stand for re-election immediately, after which the individual cannot stand for re-election until two years has elapsed from the completion of the last term, with the same restrictions as to re-election when first elected.
The officers, whose term has expired, shall be appointed by resolution of the Board at the first meeting of the Board following the annual meeting of members.
Unless otherwise specified by the Board which may, subject to the Act modify, restrict or supplement such duties and powers, the offices of the Society, if designated and if officers are appointed, shall have the following duties and powers associated with their positions:
The chair of the Board, if one is to be appointed, shall be a director. The chair of the Board, if any, shall, when present, preside at all meetings of the Board and of the members. The chair shall have such other duties and powers as the Board may specify.
The vice-chair of the Board, if one is to be appointed, shall be a director. If the chair of the Board is absent or is unable or refuses to act, the vice-chair of the Board, if any, shall, when present, preside at all meetings of the Board and of the members. The vice-chair shall have such other duties and powers as the Board may specify.
The president shall be the chief executive officer of the Society. He shall preside at all meetings of the Society and of the Board. He shall have the general and active management of the affairs of the Society. He shall see that all orders and resolutions of the Board are carried into effect. In the case of an equality of votes, the president shall have a casting vote in addition to his ordinary vote.
The vice-president shall assume the functions of the president when the president is not able to fulfill these functions, or is absent.
The executive director shall exercise the powers delegated by the president and act in the place and stead of the president when the president is not able to do so.
The treasurer shall have the custody of the funds and securities of the Society and shall keep full and accurate accounts of all assets, liabilities, receipts and disbursements of the Society in the books belonging to the Society and shall deposit all monies, securities and other valuable effects in the name and to the credit of the Society in such chartered bank of trust company, or, in the case of securities, in such registered dealer in securities as may be designated by the Board from time to time. He shall disburse the funds of the Society as may be directed by proper authority taking proper vouchers for such disbursements, and shall render to the president and directors at the regular meeting of the Board, or whenever they may require it, an accounting of all the transactions and a statement of the financial position, of the Society. He shall also perform such other duties as may from time to time be directed by the Board.
The secretary may be empowered by the Board, upon resolution of the Board, to carry out the affairs of the Society generally under the supervision of the officers thereof and shall attend all meetings and act as clerk thereof and record all votes and minutes of all proceedings in the books to be kept for that purpose. He shall give or cause to be given notice of all meetings of the members and of the Board, and shall perform such other duties as may be prescribed by the Board or president, under whose supervision he shall be. He shall be custodian of the seal of the Society, which he shall deliver only when authorized by a resolution of the Board to do so and to such person or persons as may be named in the resolution.
The education and organization officer shall assist in the organizing of the “World Congress on In Vitro Fertilization”, including raising funds and promotion of the Congress, as well as organizing regional symposia and congresses.
The duties of all other officers of the Society shall be such as the terms of their engagement call for or the Board requires of them.
7.02 Vacancy in Office
In the absence of a written agreement to the contrary, the board may remove, whether for cause or without cause, any officer of the Society. Unless so removed, an officer shall hold office until the earlier of:
the officer's successor being appointed,
the officer's resignation,
such officer ceasing to be a director (if a necessary qualification of appointment) or
such officer's death.
If the office of any officer of the Society shall be or become vacant, the directors may, by resolution, appoint a person to fill such vacancy.
SECTION 8 - NOTICES
8.01 Method of Giving Notices
Any notice (which term includes any communication or document) to be given (which term includes sent, delivered or served), other than notice of a meeting of members or a meeting of the Board, pursuant to the Act, the articles, the by-laws or otherwise to a member, director, officer or member of a committee of the Board or to the public accountant, if appointed, shall be sufficiently given:
- if delivered personally to the person to whom it is to be given or if delivered to such person's address as shown in the records of the Society or in the case of notice to a director to the latest address as shown in the last notice that was sent by the Society in accordance with section 128 (Notice of directors) or 134 (Notice of change of directors); or
- if mailed to such person at such person's recorded address by prepaid ordinary or air mail; or
- if sent to such person by telephonic, electronic or other communication facility at such person's recorded address for that purpose; or
- if provided in the form of an electronic document in accordance with the Act.
A notice so delivered shall be deemed to have been given when it is delivered personally or to the recorded address as aforesaid; a notice so mailed shall be deemed to have been given when deposited in a post office or public letter box; and a notice so sent by any means of transmitted or recorded communication shall be deemed to have been given when dispatched or delivered to the appropriate communication company or agency or its representative for dispatch. The secretary may change or cause to be changed the recorded address of any member, director, officer, public accountant or member of a committee of the Board in accordance with any information believed by the secretary to be reliable. The declaration by the secretary that notice has been given pursuant to this by-law shall be sufficient and conclusive evidence of the giving of such notice. The signature of any director or officer of the Society to any notice or other document to be given by the Society may be written, stamped, type-written or printed or partly written, stamped, type-written or printed.
8.02 Invalidity of any provisions of this by-law
The invalidity or unenforceability of any provision of this by-law shall not affect the validity or enforceability of the remaining provisions of this by-law.
8.03 Omissions and Errors
The accidental omission to give any notice to any member, director, officer, member of a committee of the Board or public accountant, or the non-receipt of any notice by any such person where the Society has provided notice in accordance with the by-laws or any error in any notice not affecting its substance shall not invalidate any action taken at any meeting to which the notice pertained or otherwise founded on such notice.
SECTION 9 - DISPUTE RESOLUTION
9.01 Mediation and Arbitration
Disputes or controversies among members, directors, officers, committee members, or volunteers of the Society are as much as possible to be resolved in accordance with mediation and/or arbitration as provided in Section 9.02 of this by-law.
9.02 Dispute Resolution Mechanism
In the event that a dispute or controversy among members, directors, officers, committee members or volunteers of the Society arising out of or related to the articles or by-laws, or out of any aspect of the operations of the Society is not resolved in private meetings between the parties, then without prejudice to or in any other way derogating from the rights of the members, directors, officers, committee members, employees or volunteers of the Society as set out in the articles, by-laws or the Act, and as an alternative to such person instituting a law suit or legal action, such dispute or controversy shall be settled by a process of dispute resolution as follows:
The dispute or controversy shall first be submitted to a panel of mediators whereby the one party appoints one mediator, the other party (or if applicable the Board of the Society) appoints one mediator, and the two mediators so appointed jointly appoint a third mediator. The three mediators will then meet with the parties in question in an attempt to mediate a resolution between the parties.
The number of mediators may be reduced from three to one or two upon agreement of the parties.
If the parties are not successful in resolving the dispute through mediation, then the parties agree that the dispute shall be settled by arbitration before a single arbitrator, who shall not be any one of the mediators referred to above, in accordance with the provincial or territorial legislation governing domestic arbitrations in force in the province or territory where the registered office of the Society is situated or as otherwise agreed upon by the parties to the dispute. The parties agree that all proceedings relating to arbitration shall be kept confidential and there shall be no disclosure of any kind. The decision of the arbitrator shall be final and binding and shall not be subject to appeal on a question of fact, law or mixed fact and law.
All costs of the mediators appointed in accordance with this section shall be borne equally by the parties to the dispute or the controversy. All costs of the arbitrators appointed in accordance with this section shall be borne by such parties as may be determined by the arbitrators.
SECTION 10 AMMENDMENTS TO BY LAWS
A special resolution of the members is required to make any amendments to the by-laws if those amendments will;
(a) change the Society’s name;
(b) change the province in which the Society’s registered office is situated;
(c) add, change or remove any restriction on the activities that the Society may carry on;
(d) create a new class or group of members;
(e) change a condition required for being a member;
(f) change the designation of any class or group of members or add, change or remove any rights and conditions of any such class or group;
(g) divide any class or group of members into two or more classes or groups and fix the rights and conditions of each class or group;
(h) add, change or remove a provision respecting the transfer of a membership;
(i) increase or decrease the number of the minimum or maximum number of the directors fixed by the articles;
(j) change the statement of the purpose of the Society;
(k) change the statement concerning the distribution of property remaining on liquidation after the discharge of any liabilities of the Society;
(l) change the manner of giving notice to members entitled to vote at a meeting of members;
(m) change the method of voting by members not in attendance at a meeting of members; or
(n) add, change or remove any other provision that is permitted by this Act to be set out in the articles.
SECTION 11 - EFFECTIVE DATE
11.01 Effective Date
Subject to matters requiring a special resolution, this by-law shall be effective when approved by the Board or it Executive Committee.
CERTIFIED to be By-Law No. 1 of the Society, as enacted by the Executive Committee of the Board of the Society by resolution on the 29th day of Sept 29th, and confirmed by the members of the Society by special resolution on the 29th day of Sept 29th 2014.
Dated as of the day of 29th day of September, 2014.