CNSA Governing BylawsLast updated January 2007
NOTE: The Bylaws are reproduced here for the convenience of the viewer. The official bylaws are held by the BOARD OF DIRECTORS, and should be consulted for the official version.
Part I: Name
1.01 The name of the Corporation is the Canadian Nursing Students' Association/Association des étudiant(e)s infirmier(ière)s du Canada. Part II: Corporate Seal
2.01 The seal, an impression whereof is stamped in the margin hereof, shall be the seal of the Corporation. Part III: Head Office
3.01 The head office of the Association shall be located in the city of Ottawa, Province of Ontario. Part IV: Membership
Membership in the Association shall be divided into four categories: Ordinary Members (includes chapter, individual, and distance members) Special Members (includes continuing, lifetime and honorary members) Affiliate Members Corporate Members (includes Gold, Silver, Bronze, and Club members)
4.01 Chapter Membership: A student body at a school of nursing, whose application for membership has been approved by the BOARD OF DIRECTORS, and whose membership fees have been duly paid, shall be a chapter. The nursing students shall be deemed chapter members. A School of Nursing shall be any nursing program in Canada, the completion of which shall make graduates eligible to write either of the following examinations:
1. the Canadian Nurses' Association Testing Service (CNATS) Nurse Registration/Licensure (CRNE) exam or that leads to a Bachelor of Science in Nursing, Bachelor of Nursing, or equivalent nursing degree/diploma; 2. the Canadian Council of Practical Nurse Regulators Registration/Licensure (CPRNE) exam or that leads to a recognized practical nurse program diploma and/or certificate; 3. the Canadian Registered Psychiatric Nurses Registration/Licensure exam or that leads to a recognized registered psychiatric nursing degree and/or diploma. 4. schools of nursing with more than one physical site or campus may apply to the BOARD OF DIRECTORS as separate chapters.
4.02 Individual Membership: Any nursing student at a School of Nursing, whose student body is a chapter member, can apply to be an individual member of CNSA.
4.03 Distance Membership: Any nursing student who is not currently enrolled at a chapter school of nursing, whose application for membership has been approved by the BOARD OF DIRECTORS, shall be a distance member of the Association.
4.04 Continuing Membership (Alumni): Any former ordinary member is eligible to be a continuing member up to two years after graduating from their first degree/diploma in nursing from a recognized Canadian nursing program and who expresses a continuing interest in the Association and who whose application has been accepted by the BOARD OF DIRECTORS shall be a continuing member.
4.05 Lifetime Membership: Any former ordinary member, whom the BOARD OF DIRECTORS chooses to recognize for distinguished service and outstanding contribution to the Association, shall be a lifetime member.
4.06 Honorary Membership: Any individual who has never been a member of the Association, and whom, on recommendation of the BOARD OF DIRECTORS, the members, at an annual meeting, choose to recognize for distinguished service and outstanding contribution to the Association, shall be an honourary member.
4.07 Affiliate Membership: Any organization, or corporate body whose application for membership has been approved by the BOARD OF DIRECTORS, shall have an affiliate membership.
4.08 Regions of Membership: Membership shall be divided into regions based upon location; for chapter, individual and distance members the location shall be the location of their school of nursing and for all other members location shall be the location of their principal residence. The Atlantic region shall include all members in the provinces of Nunavut, Newfoundland and Labrador, Nova Scotia, New Brunswick, and Prince Edward Island. The Quebec region shall include all members in the province of Quebec. The Ontario region shall include all members in the Province of Ontario. The Prairie region shall include all members in the provinces of Manitoba and Saskatchewan. The Western region shall include all members in the provinces of Alberta, British Columbia, the North West Territories, and the Yukon Territory.
4.09 Annual Membership Fees: Membership fees for chapter membership shall be fixed by resolution at an annual meeting of the Association. Such fees shall continue to be the annual membership fees until a change is made by resolution at a subsequent annual meeting of the Association. There shall be no membership fees due for lifetime or honourary membership. The BOARD OF DIRECTORS shall set membership fees for all other classes of membership. The term of membership shall be from November 10 until the following November 9 for all classes of membership.
4.10 Withdrawal of Membership: Chapter members, as defined in 4.01 shall not be eligible to withdraw membership from the Association. Any other member may withdraw from the Association by presenting the Administrative Officer of the Association with a written resignation signed by the member. When withdrawing, a member cannot ask for a reimbursement of their annual membership fees.
4.11 Revocation of Membership: Any chapter as well as any individual, distance, continuing or affiliate member who has not submitted one-half of their total fees due by the regional conference in each region or has not submitted the total fees due to the Association by the beginning of the annual meeting of the Association shall be suspended until fees have been received in full. Membership in the Association will be revoked automatically if full fees have not been received by the end of the Corporation's fiscal year. Membership may also be revoked by two-thirds (2/3) vote of the voting delegates at a meeting of the Association. Lifetime and honourary members may also have their membership revoked as per the stipulations outlined in the Rules and Regulations.
Part V: The Regional Executives
5.01 Power: Each region of membership shall have an Executive Committee that shall be responsible for advising the BOARD OF DIRECTORS, and determining policy for matters which are exclusive to the region of membership.
5.02 Composition of the Regional Executive: The Regional Executive shall consist of: 1. An Official Delegate from each chapter, who is a chapter member, individual or distance member that has been democratically elected by the chapter in a method determined by the chapter. 2. An Associate Delegate from each chapter, who is a chapter member, individual or distance member that has been democratically elected by the chapter in a method determined by the chapter. 3. A Regional Director, who shall be a chapter member, individual or distance member of that region and elected at the national conference by the chapter members in good standing in that region.
5.03 Meetings: 1. Scheduling and Notices of Meetings: Meetings of each Regional Executive shall occur at each region's annual regional conference and at the annual national conference. Additional meetings may be called at the discretion of fifty per cent (50%) of the Regional Executive. 2. The Chair: The Regional Director shall normally chair all meetings of the Regional Executive. The Regional Director may delegate the role of chair to any other member of the Regional Executive. Any member of the Regional Executive may take the position of chair by a two-thirds decision of the Regional Executive. 3. Parliamentary Authority: Robert's Rules of order, Newly Revised, shall be the parliamentary procedure used at meetings of the Regional Executive. The Regional Executive may suspend any of the rules of order by a two-thirds decision. 4. Voting: Each Official Delegate from chapters in good standing in that region shall have one vote at meetings of the Regional Executive. The associate delegate from each chapter in good standing shall have the right to cast a proxy vote in the absence of the Official Delegate. The Regional Director shall have the right to cast a vote in the event of a tie. 5. The election of the Regional Director shall be held by secret ballot. The candidate receiving the greatest number of votes shall be declared elected. If, in the event of a tie, two or more members receive an equal number of votes that is greater than the other members on the same ballot, the current Regional Director shall direct a new ballot to be prepared containing only the names of the members who are tied with the highest number of votes and a run-off election shall then be held. 6. Quorum: Quorum for all meetings shall be one-half plus one of the chapters in good standing in that region.
5.04 Remuneration of Regional Executive: The Regional Executive shall serve as such without remuneration and no member of the Regional Executive shall directly or indirectly receive any profit from his or her position.
5.05 Term of Office: The term of office for the Official Delegates and the Associate Delegates shall be determined by the chapter. The term of office for the office of the Regional Director shall be as stated in the BOARD OF DIRECTORS section of this bylaw.
5.06 All meetings of the Regional Executive shall be open to all ordinary and special members of the Association who will be granted observer status.
Part VI: The BOARD OF DIRECTORS and Officers
6.01 Powers: The BOARD OF DIRECTORS shall manage the affairs of the Association. It shall be the responsibility of the BOARD OF DIRECTORS and the BOARD OF DIRECTORS shall have the authority to: 1. establish the policy of the Association; 2. ensure that the Association policies are implemented satisfactorily; 3. manage the finances and assets of the Association; 4. report fully to the Association at each annual meeting upon the business transacted since the last annual meeting; 5. honour those members who have made outstanding contributions to the Association; 6. appoint the Administrative Officer and delegate responsibility and authority for implementation of Association policy
6.02 Composition: The BOARD OF DIRECTORS shall be composed of: 1. the immediate Past-President (ex-officio non-voting); 2. the President; 3. the Vice-President/ Director of Inter/Intra-professional Education & Research; 4. the Director of Communications; 5. the Director of Membership Services; 6. the National Conference Director; 7. the Regional Directors from each region of the Association; 8. the Director of Bilingualism and Translation; 9. the Director of International Health; 10. the Administrative Officer (ex-officio non-voting); 11. the appointed representative of the Canadian Association of Schools of Nursing (ex-officio non-voting).
6.03 Meetings: 1. Scheduling and Notice of Meetings: Meetings of the BOARD OF DIRECTORS shall be held at least three times per year, with one occurring in the spring, one occurring in the fall, and the last shall precede the national conference. The Executive Committee of the Association shall determine the location of the meetings, within reasonable cost as determined by the Executive Committee of the Association. Notice of meetings shall be given to each member of the BOARD OF DIRECTORS at least ninety days in advance by the President. The Executive Committee of the Association or a majority of the BOARD OF DIRECTORS may call additional meetings of the Board, but these meetings need not be physical meetings, and may be conducted via any form of communication necessary as agreed upon by all members of the BOARD OF DIRECTORS and do not require ninety days notice. All meetings of the BOARD OF DIRECTORS shall be held within the geographic area of Canada. 2. The Chair: The President shall normally chair all meetings of the BOARD OF DIRECTORS. The President may delegate the role of chair to any other member of the BOARD OF DIRECTORS. Any member of the BOARD OF DIRECTORS may take the position of chair by a two-thirds decision of the BOARD OF DIRECTORS. 3. Parliamentary Authority: Robert's Rules of Order, Newly Revised, shall be the parliamentary procedure used at meetings of the BOARD OF DIRECTORS. The BOARD OF DIRECTORS may suspend any of the rules of order by a two-thirds decision. 4. Voting: All members of the BOARD OF DIRECTORS in good standing shall be eligible to one vote during a BOARD OF DIRECTORS meeting with the exception of ex-officio members. The chair of the meeting shall only vote in the case of a tie. Should the BOARD OF DIRECTORS be required to vote during a teleconference, the chair of the meeting must verbally ascertain from each voting BOARD OF DIRECTORS member their name and position followed by their vote on the matter. 5. Quorum: The quorum for a meeting of the BOARD OF DIRECTORS shall be one-half of the BOARD OF DIRECTORS.
6.04 Remuneration of Directors: The Directors shall serve without remuneration and no Director shall directly or indirectly receive any profit from his or her position. A Director shall be reimbursed for expenses incurred by him or her in the performance of his or her duties provided that the policies and the procedures within the Rules and Regulations are followed.
6.05 Nomination and Election to the BOARD OF DIRECTORS and Officers: Nomination and election of the members of the BOARD OF DIRECTORS and Officers shall occur annually during the national conference of the Association. The Regional Directors shall be elected according to the Regional Executive portion of this bylaw. 1. Nominations: To be eligible to stand for election, an individual must be an ordinary member of the Association, and have been nominated by at least two other ordinary members of the Association. Members may only be nominated for one position on the BOARD OF DIRECTORS or Officer position. 2. Voting: Only the Official Delegates or their proxies from each chapter in good standing shall be eligible to vote in the election of the BOARD OF DIRECTORS. The election of the BOARD OF DIRECTORS shall be held by secret ballot. The candidate receiving the greatest number of votes shall be declared elected. If, in the event of a tie, two or more members receive an equal number of votes that is greater than the other members on the same ballot, the President shall direct a new ballot to be prepared containing only the names of the members who are tied with the highest number of votes and a run-off election shall then be held. The host chapter shall appoint the national conference Director and the Board of the Canadian Association of Schools of Nursing (CASN) shall appoint the representative of the CASN. The Administrative Officer shall be appointed by the BOARD OF DIRECTORS.
6.06 Term of Office: The term of office for all members of the BOARD OF DIRECTORS and Officers shall be one year, from April 1 to March 31 with the exception of the Administrative Officer. A Director or Officer may be re-elected for additional terms. The incoming BOARD OF DIRECTORS and Officers elected at the national conference of the Association shall be given the title BOARD OF DIRECTORS elect or Officer elect respective to their elected position until the current term of office of the outgoing BOARD OF DIRECTORS or Officer comes to conclusion at which point the BOARD OF DIRECTORS elect or Officer will commence their duties with official title effective April 1.
6.07 Removal of Members of the BOARD OF DIRECTORS and Officers: The office of Director or Officer shall automatically be vacated and said Director or Officer shall be notified by a letter signed by President of the Association: 1. if a Director or Officer has resigned his office by delivering a written resignation to the President of the Association; 2. if he or she is found by a court to be of unsound mind; 3. if a two-thirds vote is made by the BOARD OF DIRECTORS that it is in the interest of the Association that the office be vacated; 4. if a two-thirds vote is made by the voting delegates at a meeting of the Association; 5. on death.
6.08 Vacancies of Office: In the event that the office of President becomes vacant, the Vice-President shall become President and vacate their office. In the event that any other office becomes vacant the BOARD OF DIRECTORS shall have the authority to appoint a member who would be eligible to stand for election to the vacant office as per the Rules and Regulations Part V.
6.09 All meetings of the BOARD OF DIRECTORS shall be open to ordinary, special, affiliate and corporate members of the Association who will be granted observer status.
6.10 The CNSA also has Officers which serve specific duties related to program areas of CNSA. The Officers report to the BOARD OF DIRECTORS with exception of the National Officers who report directly to the National Assembly via the President. These Officers are as follows: 1. Informatics 2. Diversity 3. Publications 4. National Career and Leadership Development (final year nursing student or new graduate continuing member) 5. National Community and Public Health (nursing student or new graduate continuing member)
6.11 Removal of Officers: Any Officer of the Association may be removed by a two-thirds vote of the BOARD OF DIRECTORS at a BOARD OF DIRECTORS meeting with exception of the Administrative Officer.
6.12 Remuneration of Officers: The Officers shall serve as such without remuneration with exception of the Administrative Officer who shall be paid according to their contract but no Officer shall directly or indirectly receive any profit from his or her position. An Officer shall be reimbursed for expenses incurred by him or her in the performance of his or her duties, provided that the policies and the procedures within the Rules and Regulations are followed.
Part VII: The Executive Committee
7.01 Powers and Functions: The Executive Committee shall have the power to direct and oversee the affairs of the Association between meetings of the BOARD OF DIRECTORS, subject to the Canada Corporations Act and bylaws of the Association and to any restrictions or limitations imposed by the BOARD OF DIRECTORS. Such administration shall not involve any change of policy of the Association or include power to incur extraordinary expenditure.
7.02 Composition: The Executive Committee of the Association shall be composed of the following Directors and Officers of the Association: 1. the President; 2. the Vice-President/ Director of inter/intra-professional education and research; 3. the Director of communication; 4. the administrative Officer (ex-officio non-voting); 5. and such other Directors as the Board may appoint by two-thirds vote, provided that there is no more than three voting Directors.
7.03 In addition to responsibilities as may be determined by the BOARD OF DIRECTORS, the Administrative Officer shall act as treasurer of the Association and will share signing authority with the President, the Director of Communications and the Vice-President.
7.04 Meetings: Formal meetings of the Executive Committee are not necessary for the Executive Committee to exercise their powers above. The agreement of any two of the three voting Directors shall represent a decision of the Executive Committee. All meetings of the Executive Committee shall be open to the BOARD OF DIRECTORS.
7.05 Appointment of Administrative Officer: The BOARD OF DIRECTORS shall appoint the Administrative Officer.
7.06 Term of Office for the Administrative Officer: The term of office for the Administrative Officer shall be for an initial two year term from April 1 to March 31. The BOARD OF DIRECTORS may renew their appointment of the Administrative Officer for an annual term thereafter.
7.07 The Administrative Officer shall be bound by their contract terms. Part VIII: Meetings of the Association
8.01 Annual Meeting: An annual meeting for the transaction of business of the Association shall be held at such time and at such place in Canada as may be decided upon at the previous national meeting.
8.02 Special Meetings: A special meeting of the Association may be held at such time and place in Canada as may be determined by the BOARD OF DIRECTORS. At least one-half of the Official Delegates from member chapters in good standing may require the Board to convene a special meeting of the Association by filing with the President a written request.
8.03 Notice of Meetings: A notice of each annual and each special meeting shall be sent out by the BOARD OF DIRECTORS at least ninety days in advance of the meeting. Notice for the annual national conference shall be considered notice for the national meeting.
8.04 The Chair: The President shall normally chair all meetings of the Association. The President may delegate the role of chair to any other member of the BOARD OF DIRECTORS. Any member of the Association may take the position of chair by a two-thirds decision of the Official Delegates from member chapters in good standing.
8.05 Parliamentary Authority: Robert's Rules of Order, Newly Revised, shall be the parliamentary procedure used at meetings of the Association. The Official Delegates from member chapters in good standing may suspend any of the rules of order by a two-thirds decision.
8.06 Voting Body: At each meeting of the Association the voting body shall consist of the Official Delegates from chapters in good standing or the associate delegate from chapters in good standing in absence of the Official Delegate. Each chapter shall be entitled to one vote. In the case of the tie, the chair shall be eligible to cast a vote. Affiliate members shall be granted one vote per affiliate.
8.07 Voting: Voting shall be by a show of hands or by electronic recorder. Any voting delegate may demand a poll at any time before a vote is taken on a motion or a resolution and in the event of such a demand, the voting shall be by secret ballot or by confidential electronic recorder. In any voting by a show of hands or electronic recorder, the chair of the meeting shall decide the results and with the scrutineers, if necessary, make such count of the votes so given as the chair may consider necessary and their decision shall be final. If the vote is by secret ballot or by confidential electronic recorder the votes shall be taken by the scrutineers who shall report the result in writing to the chair who shall announce the result to the meeting immediately thereafter.
8.08 Additional Rules and Regulations for Voting: The BOARD OF DIRECTORS may make any Rules and Regulations for voting and for making all the necessary arrangements thereof as it may consider advisable provided that such Rules and Regulations do not conflict with these Bylaws.
8.09 Quorum: The quorum at any annual or special meeting of the Association shall be one half of the official or associate delegates of chapters in good standing.
8.10 All meetings of the Association shall be open to ordinary, special, affiliate and corporate members of the Association who will be granted observer status. Part IX: Committees
9.01 Standing Committees: The standing committees of the Association shall be:
1. The Governance Committee: The purpose of the governance committee shall be to advise the BOARD OF DIRECTORS on matters concerning the governing documents (Bylaws, Rules and Regulations, Position Statements and Policies of the Association. The BOARD OF DIRECTORS shall name the members of the committee and the chair of the committee shall be the Director of Bilingualism and Translation. 2. The Bilingualism & Translation Committee: The purpose of the bilingualism & translation committee shall be to advise the BOARD OF DIRECTORS on matters concerning the translation of documents and to uphold the Association’s commitment as a bilingual Association. This includes providing French and English translations to the Regional Executives when necessary and financially possible. The BOARD OF DIRECTORS shall name the members of the committee. The chair of the committee shall be the Director of bilingualism & translation. 3. The Nominating and Elections Committee: The function of this committee shall be to manage the nomination and election of candidates for the BOARD OF DIRECTORS' positions. The committee may make any Rules and Regulations for nominations and elections and shall be responsible for making all the necessary arrangements thereof as it may consider advisable provided that such Rules and Regulations do not conflict with these Bylaws or any restrictions or limitations imposed by the BOARD OF DIRECTORS. The committee shall consist of those members of the BOARD OF DIRECTORS who are not nominated for any position in the upcoming elections, and any member of the Association named by the BOARD OF DIRECTORS including the chair. 4. The Executive Committee: The Executive Committee shall have the power to direct and oversee the affairs of the Association between meetings of the BOARD OF DIRECTORS, subject to the Canada Corporations Act and bylaws of the Association and to any restrictions or limitations imposed by the BOARD OF DIRECTORS. Such administration shall not involve any change of policy of the Association or include power to incur extraordinary expenditure. The articles outlined in Part VII of these Bylaws shall bind the Executive Committee. The President shall be the chair of the committee. 5. The Board Mediation Committee: The purpose of the Board mediation committee is to hear and resolve conflicts arising between and among the Directors and Officers as well as concerns about Directors and Officers raised by the Administrative Officer, Voting Director, Officers and CNSA members. The membership of the committee shall be any two voting Directors of the Executive Committee of the Association, the legal counsel as an advisor (where required), and up to two members selected from among the BOARD OF DIRECTORS. The Chair of the Board Mediation Committee (BMC) shall normally be the President. The BOARD OF DIRECTORS shall select an alternate member from the BOARD OF DIRECTORS who shall be available to serve on the Board Mediation Committee where an Officer or Director has been deemed in a conflict. 6. The Strategic Planning Committee: The purpose of the strategic planning committee is to ensure that the Association is appropriately positioned and prepared to fulfill its mission and objectives for the medium to long term future. The chair of the committee and members of the committee shall be named by the BOARD OF DIRECTORS. 7. The Awards Committee: The purpose of the awards committee is to assist the VPIER with the selection of the award winners. The BOARD OF DIRECTORS shall name the members of the committee, which normally consist of the President, Vice-President and Administrative Officer. The Vice-President shall be the chair of the committee. 8. The National Conference Planning Committee: The purpose of the national conference planning committee is to assist the National Conference Director with the planning and coordination of the National Conference. The National Conference Director shall name the members of the committee and serve as chair of the committee. 9. The Diversity Committee: The purpose of the diversity committee is to advise the BOARD OF DIRECTORS on matters related to diversity. The Diversity Officer shall chair the committee. The BOARD OF DIRECTORS shall appoint the members of the committee. 10. The Global Health Committee: The purpose of the global health committee is to advise the BOARD OF DIRECTORS and National Assembly on matters related to global health. The committee will also coordinate international exchange opportunities for nursing students. The global health committee shall be chaired by the Director of International Health. The BOARD OF DIRECTORS shall appoint the members of the committee. 11. The Informatics Committee: The purpose of the informatics committee is to advise the BOARD OF DIRECTORS and the National Assembly on matters related to informatics. The Informatics Officer will chair this committee and the BOARD OF DIRECTORS shall appoint members of the committee. 12. The Community and Public Health Committee: The purpose of the community and public health committee is to advise the BOARD OF DIRECTORS and National Assembly on matters related to community and public health. The Committee will also coordinate local, regional and national initiatives related to community and public health. The national community and public health Officer shall chair the committee the BOARD OF DIRECTORS shall appoint the members of the committee. 13. The Career and Leadership Development Committee: The purpose of the career and leadership development committee is to advise the BOARD OF DIRECTORS and National Assembly on matters related to leadership and career development. The Committee will also coordinate local, regional and national initiatives related to leadership and career development. The national career and leadership development Officer shall chair the committee and the BOARD OF DIRECTORS shall appoint the members of the committee.
9.02 Ad Hoc Committees: Ad Hoc committees may be struck at any time by members of the Association, provided that those committees are recognized by the Officers or the BOARD OF DIRECTORS.
9.03 Term of Office for Committee Members: The term of office for all committee members shall be one year or as determined by the BOARD OF DIRECTORS.
9.04 Removal of Committee Members: Committee members may be removed by a two-thirds vote of the BOARD OF DIRECTORS or of the committee members or upon receipt of a written resignation by the chair of the committee.
9.05 Remuneration of Committee Members: The committee members shall serve as such without remuneration and no committee member shall directly or indirectly receive any profit from his or her position.
9.06 Committee Reports: Each Chair of a standing committee or an ad hoc committee of the Association shall provide a standard written report at each meeting of the BOARD OF DIRECTORS. The report shall include but not be limited to: 1. a list of the Committee’s meetings dates; 2. an attendance list from each Committee meeting; 3. a summary of the objectives (tasks) of the committee; 4. a summary of the actions taken to achieve these objectives (tasks); 5. a summary of relevant implications (impact) of these actions and; 6. any motions or recommendations for the BOARD OF DIRECTORS. Part X: Finances
10.01 The Fiscal Year: The fiscal year of the Association shall be from April 1 to March 31.
10.02 Auditors: An auditor or auditors shall be appointed at each annual meeting of the Association. A vacancy may be filled by the BOARD OF DIRECTORS. An annual audit of the books of the Association shall be made as soon as possible after the close of the fiscal year and the auditor’s report shall be presented at the next annual meeting of the Association. The auditor shall be a professional accountant, if financially feasible. Part XI: Signature and Certification of Documents
11.01 Any two of the signing Officers of the Association shall sign contracts, documents, or any instruments in writing requiring the signature of the Association. The seal of the Association shall be in the custody of the Administrative Officer and when required may be affixed to contracts, documents and instruments in writing signed as aforesaid. Part XII: Rules and Regulations and Policies
12.01 The BOARD OF DIRECTORS, at a meeting of the BOARD OF DIRECTORS, or the membership at an annual meeting of the Association, may prescribe Rules and Regulations concerning the management of the Association, provided that such Rules and Regulations are not inconsistent with these Bylaws, or existing rules or regulations, through a two-thirds majority vote of the BOARD OF DIRECTORS at a BOARD OF DIRECTORS meeting, or a two-thirds majority vote of the members at an annual meeting. This shall include any official forms used in the management of the Association.
12.02 Such Rules and Regulations shall be binding on the Association and the BOARD OF DIRECTORS until such time as they are modified or deleted by a two-thirds vote of the BOARD OF DIRECTORS at a BOARD OF DIRECTORS meeting, or a two-thirds majority vote of the members at an annual meeting.
12.03 The members at an annual meeting may prevent the BOARD OF DIRECTORS from modifying or deleting a particular policy or procedure by designating this within the policy or procedure.
12.04 Any policy or procedure passed must be dated, and the method of approval, either by the BOARD OF DIRECTORS or the members at an annual meeting, should be indicated. For all printed documents this information shall appear on each page of the policy or procedure, for electronic documents this should be included prominently at the start of the document.
12.05 All Official Delegates of chapters shall be informed of changes in policies and procedures made by the BOARD OF DIRECTORS at the earliest possible opportunity, but no later than the annual meeting of the Association following the BOARD OF DIRECTORS meeting(s) at which such a decision was made.
12.06 All policies and procedures, along with relevant resource material shall be included in a document entitled "Rules, Regulations and Resource Manual" that shall be distributed to all members of the BOARD OF DIRECTORS and all Official Delegates of chapters, and updated as required by the past President. Part XIII: Amendment of Bylaws
14.01 The Bylaws of the Corporation not embodied in the letters patent may be repealed or amended by by-law enacted by an affirmative vote of at least two-thirds of the members at a meeting of the members, provided that repeal or amendment of such Bylaws shall not be enforced or acted upon until the approval of the Minister of Industry has been obtained.
Part XIV: Indemnities to Directors and Others
14.02 Every Director or Officer of the Corporation or other person who has undertaken or is about to undertake any liability on behalf of the Corporation or any company controlled by it and their heirs, executors and administrators, an estate and effects, respectively, shall from time to time and at all times, be indemnified and saved harmless out of the funds of the Corporation, from and against;
1. all costs, charges and expenses which such Director, Officer, or other person sustains or incurs in or about any action, suit or proceedings which is brought, commenced or prosecuted against him, or in respect of any act, deed, matter of thing whatsoever, made, done or permitted by him, in or about the execution of the duties of his office or in respect of any such liability; 2. all other costs, charges and expenses which he sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by his wilful neglect or default.
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