CONA Bylaws

Table of Contents

• Article One : Name

• Article Two : Corporate Seal

• Article Three : Head Office

• Article Four : Objectives

• Article Five : Membership

• Article Six : Dues

• Article Seven : Board of Directors

• Article Eight : Officers

• Article Nine : Vacancies

• Article Ten : Nominating Committee

• Article Eleven : Election of Officers and Directors

• Article Twelve : Fiscal Year

• Article Thirteen : Meetings

• Article Fourteen : Delegates

• Article Fifteen : Amendments

• Article Sixteen : Financial Review

• Article Seventeen : Signature and Certification of Documents

• Article Eighteen : Provision for Directors' Liability Insurance

Article One : Name

1.1    The name of the Association is the Canadian Orthopaedic Nurses Association, hereafter referred to as CONA, or the "Association".Duties

Article Two : Corporate Seal

2.1    The seal of the Association shall be in such form as shall be prescribed by the provisional directors of the Association and shall include the words, "The Canadian Orthopaedic Nurses Association".

2.2    The seal shall remain in the care and custody of the Secretary/Treasurer.

Article Three : Head Office

3.1    The head office of the Association shall be located at the City of Toronto in the Municipality of Metropolitan Toronto in the Province of Ontario, Canada, at the place therein where the business of the Corporation may, from time to time, be carried on.

3.2    The Association may establish, by resolution, such other offices and agencies elsewhere within Canada, as the Board of Directors may deem expedient.

Article Four : Objectives

4.1    To establish identification as a unique group with a specific body of knowledge.

4.2    To promote the highest standard of practice in orthopaedic nursing.

4.3    To foster professional growth of the membership in the practice of orthopaedic nursing.

4.4    To facilitate the sharing of knowledge within nursing and with other disciplines.

4.5    To communicate openly and effectively within the Association and with other individuals and groups.

4.6    To promote nursing research related to orthopaedics.

4.7    To promote the active involvement of the membership in health promotion and disease prevention activities as appropriate to orthopaedic nursing.

Article Five : Membership

5.1    Membership Privileges - Membership in the Association is a privilege and is contingent on compliance with the requirements as specified in these by-law, recommendation by membership committee and acceptance by the Board of Directors.

5.2    Membership Categories shall be:

A.   Active

B.   Associate

C.   Members at Large

D.   Honorary

E.   Retired

5.2A     Active Membership

5.2A1   Active members shall be any Registered Nurse who is actively engaged in or interested in the practice of Orthopaedic Nursing.

5.2A2   Active members shall be eligible to serve on elected or appointed committees, vote and serve as delegates to the annual Conference. Only members who are Registered Nurses and are actively engaged in the practice of orthopaedic nursing, may serve as members of the National Board of Directors.

5.2B     Associate Membership

5.2B1   Shall be any other health care professional who is actively engaged in or is interested in the practice of orthopaedic nursing OR any registered nurse who was actively involved in the care of clients with musculoskeletal dysfunction prior to becoming inactive.

5.2C     Members At Large

Members at large shall be any persons who would otherwise qualify for active or associate membership but who, for geographical reasons, are unable to join a local chapter.

The provisions of Article 5.2A and 5.2B shall apply mutatis mutandis to this article. Members at large shall be eligible to serve on elected or appointed committees and may vote, but shall have no delegate power.

5.2D     Honorary Membership

Honorary members shall be individuals elected to this category by the Board of Directors in recognition of their contribution to Orthopaedics or to the Association. Such members may serve the Association in any manner mutually agreeable to themselves and to the Board.

5.2E     Retired Membership

Retired member yearly fee $20.00.  This option is open to nurses who have retired from active nursing, but still wish to be involved with CONA.  The reduced fee would cover access to Orthoscope, involvement in a chapter, database management and mailing costs.  Retired members are not eligible to receive CONA funding or to hold office.

5.3    Membership Renewal

5.3A     Active and Associate membership year shall be June 1 - May 31.

5.3B     Membership applications received later than March 1st shall automatically apply to the following membership year.

5.3C     Renewal notices shall be sent to active and associate members, and members at large no later than two months prior to the new membership year.

5.4    Any member may withdraw from the Association by giving written notice to the secretary-treasurer of his or her intention to so withdraw and that individual shall be deemed to have so withdrawn on the third day after the giving of such notice.

5.5    The Board of Directors may censure, suspend or expel any member after giving such member an opportunity to be heard.

5.6    Any member suspended or expelled may be reinstated by the affirmative vote of a majority of the Board of Directors.

A majority shall consist of fifty percent (50%) plus one (1) of the total votes cast.

Article Six : Dues

6.1    Active and Associate Membership Dues

1. Dues for each fiscal year shall be determined by the Board of Directors and approved by vote of the members.

2. Membership cards shall be issued contingent upon receipt of current dues.

3. Members whose dues are not received by the last day of the membership year, shall be removed from the active membership roster.

4. Upon receipt of dues, membership may be reinstated

Article Seven : Board of Directors

7.1    The governing body of the Association shall be the Board of Directors, which will consist of seven (7) officers, all of whom shall be actively engaged in the practice of orthopaedic nursing in Canada.

7.2    Eligibility for election to the Board of Directors shall be an active member in the Association, with orthopaedic and committee work experience.

7.3    Term of Office

1. The President, President Elect and Nominating/Bylaw Chair shall serve a one (1) year term. All other board members shall serve a two- (2) year term.

2. Terms of office shall officially begin and end coincident with the end of the Annual Conference.

7.4    Duties

1. Direct the business and financial affairs of the Association.

2. Establish administrative policies.

3. Authorize the formulating and awarding of all contracts.

4. Fill all vacancies on the Board of Directors with the exception of the President.

5. Foster growth and development of the Association.

6. Review committee reports and determines action to be taken.

7. Serve as chairperson of the standing committees as determined by the President.

8. Authorize the official acts of the elected officials and committees.

9. Two thirds of the Board of Directors shall constitute a quorum.

7.4    Removal and Remuneration

Where it appears to two thirds of the Board of Directors that one of the Directors is, for any reason which appears sufficient to the Board, unable to carry out the duties of a Director of the Association, the board may after having given the said Director the opportunity to make representation, remove that Director from the Board for such period of time or upon such terms as the Board sees fit.

The Directors shall not receive any remuneration, but shall receive compensation for any reasonable expenses incurred in the performance of their duties.

Article Eight : Officers

8.1    The officers of the Association shall be:

1. President

2. President-Elect and Budget/Finance Chair

3. Secretary-Treasurer

4. Communications and Marketing Chair

5. Past President and Nominating/Bylaws Chair

6. Membership/Archives/Local Chapters Chair

7. Continuing Education Chair

8.2    All officers shall be elected or appointed as provided in these bylaws.

8.3    Eligibility for office shall be dependent upon:

1. Active membership in the Association for one (1) year preceding nomination, with the exception of the office of the President.

2. The President-elect shall succeed to the Presidency upon completion of a one (1) year term as President-elect.

3. President and President-elect shall be members of the Canadian Nurses' Association.

8.4    Terms of Office

1. The President shall serve a term of one (1) year.

2. The President-Elect shall be elected every one (1) year and shall serve a term of one year. The President-Elect shall serve as chairperson of the Budget and Finance Committee.

3. The Secretary-Treasurer shall be elected every two (2) years and shall serve a term of two (2) years.

4. The Communications and Marketing Chair be elected every two (2) years and serve a term of two (2) years.

5. All officers of the Association shall serve until a successor has assumed office.

6. Terms of office shall begin and end coincident with the end of the Annual Conference. Out-going Board Members shall remain available as consultants to in-coming Board Members until the end of the fiscal year to enable new Board Members to become familiar with their positions.

8.5    Duties

1. The President shall:

1. Be responsible to the Board of Directors for the administration of the Association.

2. Preside at all business meetings of the Association.

3. Appoint Committee Chairpersons from the Board of Directors.

4. Appoint special committees, subject to the approval of the Board of Directors.

5. Terminate committee appointments, subject to the approval of the Board of Directors, when in the Board's opinion such committee is not adequately functioning, or is no longer required.

6. Be a member, ex-officio, of all committees except the nominating committee.

7. Countersign cheques over $500.00.

8. Perform other duties as usually pertain to the office of President, or as directed by the Board of Directors.

9. Serve as chairperson of the Executive Committee.

2. The President-Elect shall:

1. Perform the duties of the President in the absence of the President.

2. Perform such duties as may be delegated by the President or by the Board of Directors.

3. Fill the office of the President should that office become vacant.

4. Serve as parliamentarian.

5. Serve as chairperson of the Budget and Finance Committee.

6. Direct the financial affairs and investments of the Association.

7. Review the financial affairs of the Association as necessary, with legal counsel or chartered accountant, as approved by the Board of Directors.

3. The Secretary-Treasurer shall:

1. Be responsible for the documentation of the business of the Association and the disbursements of accounts payable and receivable.

2. Record the minutes of all meetings of the Association.

3. Transcribe and distribute copies of minutes of all official meetings to the members of the Board of Directors within thirty (30) days.

4. Excerpt and submit pertinent data to the respective committee chairpersons where applicable.

5. Send notices to all Board of Directors' meetings to members of the Board.

6. Handle all correspondence of the Association and inform the President of any correspondence requiring consultation.

7. Preserve correspondence, reports and records for a permanent file.

8. Be in charge of all funds of the Association and deposit such funds in a bank approved by the Board of Directors.

9. -Hold petty cash.
   -Pay bills under $500.00 on own signature.

   -Cheques over $500.00 are to be signed by two signing officers of the Board of Directors-one of them shall be the Secretary Treasurer. In the event of an emergency, the other two signing officers may sign cheques, with the Secretary Treasurers acknowledgement.

   -Receive receipts from Board of Directors and reimburse same.

10. Present financial reports twice yearly to the Board of Directors.

4. The Communications and Marketing Chair shall:

1. Supervise the official publication and distribution of the CONA Journal.

2. Obtain publishing services, subject to approval by the Board of Directors.

3. Recommend subscription rates and advertising rates to the Treasurer.

4. Serve as chairperson of the Journal Committee.

8.6    Remuneration

The officers shall not receive any remuneration but shall receive compensation for any reasonable expenses incurred in the performance of their duties.

Article Nine : Vacancies

9.1    Vacancies that occur in any elective office of this Association due to the inability or ineligibility of the incumbent to perform the duties of the office, or the incumbent's removal from office, shall be filled in the following manner:

1. President: The President-Elect shall immediately assume office.

2. President-Elect:

1. A vacancy in the office of President-elect within the first four (4) months shall be filled by a vote of the Board of Directors from a slate submitted by the Nominating Committee.

2. A vacancy occurring after four (4) months shall be filled at the next annual election.

3. Under conditions as stated in ARTICLE NINE, Section 9.1B.2, candidates for the office of President-Elect shall be included in the slate prepared by the Nominating Committee.

3. The Board of Directors shall fill all other vacancies by appointment.

4. Any member filling a vacancy for an unexpired term of one (1) year or more shall be deemed to have served one (1) term.

Article Ten : Nominating Committee

10.1   The chairperson of the Nominating Committee shall be assumed by the Past President for one (1) year and shall hold no other office.

10.2   A. Members shall not be aspirants for office.

10.3   The Committee shall:

1. Search for suitable nominees for office.

2. Obtain in writing their consent to stand for election.

3. Verify eligibility to serve.

4. Submit to the Board of Directors, a list of nominees, their credentials and biographical data before October 15th.

5. Prepare the ballot and biographical material for publication.

6. Notify all nominees of their status regarding candidacy.

7. Mail ballots six [6] months prior to Annual General Meeting.

Article Eleven : Election of Officers and Directors

11.1   Elections shall be held annually, no later than two (2) months prior to the beginning of terms of office.

11.2   Results of the election shall be announced to the membership in the journal issue following the election.

11.3   Voting

1. All members except associate members may vote.

2. Voting shall be by mail.

3. Tie vote shall be broken by drawing lots.

4. President shall appoint tellers to count the ballots.

5. Ballots must be counted immediately following the deadline for return of ballots (6 weeks from date of mailing).

6. Tellers must submit to Board of Directors a written analysis of ballots cast, and the number of votes for each candidate.

7. Acclamation: Where only one candidate nomination for a position is received by the October 31 deadline - the candidate will be acclaimed.

8. Late Nominations: Any candidate nominations received after the October 31 deadline will be acclaimed, once full national board agreement is reached.

9. AGM Nominations: For any outstanding board positions, a final call for candidate nominations from the floor during the AGM will occur. The members present at the AGM would vote on any nominations that occur during this time period. All nominations that occur during this period will be voted on by the members present.

11.4   Notification of Candidates

President shall officially notify all candidates of the results of the election.

11.5   All officers shall deliver all records or other properties of the Association to their successors at the end of the Annual Conference.

Article Twelve : Fiscal Year

12.1   For purposes of financial statements and proper accounting practices the fiscal year of this Association shall be from June 1 to May 31.

Article Thirteen : Meetings

13.1   The Annual General Meeting shall be held in conjunction with the Annual conference.

13.2   The President or a majority of the Board of Directors may call special meetings.

13.3   The Secretary-Treasurer must send written notification of special meetings no later than thirty (30) days prior to such meetings.

13.4   For purposes of transacting business, two-thirds (b) of the Board of Directors shall constitute a quorum.

Article Fourteen : Delegates

14.1   All members of the Board of Directors shall automatically become delegates.

14.2   Local chapters shall select one delegate and one alternate delegate for every twenty (20) members or portion thereof, eight (8) weeks prior to the date of the Annual General Meeting.

14.3   The President of each local chapter shall submit to the Chapter Archives and Membership Chair of the National Association, a list of delegates and alternates, no later than four (4) weeks prior to the date of the Annual General Meeting.

14.4   Annual General Meeting shall be open to all members. Each member shall have a voice but not vote.

14.5   Delegates or their alternates only may vote.

14.6   Delegates or their alternates must be present in order to vote.

Article Fifteen : Amendments

15.1   Amendments to the bylaws, to be presented at the next Annual General Meeting, shall be referred to the By-laws and Policy Committee for study and necessary revision no later than three (3) months prior to the proposed conference. National Conference proposed amendments, as presented by the By-laws and Policy Committee shall be submitted to the membership and must be approved by a two-thirds (2/3) majority of the voting delegates.

15.2   The enactment, repeal or amendment of any by-law shall not be enforced or acted upon until the approval of Industry Canada has been obtained in writing.

Article Sixteen : Financial Review

16.1   The accounts of the Association shall be reviewed each fiscal year by a chartered accountant.

Article Seventeen : Signature and Certification of Documents

17.1   Contracts, documents or any instruments in writing requiring the signature of the Association shall be signed by any two of the President, President-elect, or Secretary-Treasurer and all contracts, documents and instruments in writing so signed shall be binding upon the Association without any further authorization or formality. The Directors shall have power from time to time, by by-laws, to appoint an officer or officers on behalf of the Association either to sign contracts, documents or instruments I writing generally, or to sign specific contracts, documents and instruments in writing.

The Association shall not sign any documents or contracts for the sole purpose of endorsing a product or company.

The seal of the Association, when required, shall be affixed to contracts, documents and instruments in writing, as aforesaid, or by any officer or officers appointed by resolution of the Board of Directors.

Article Eighteen : Provision for Directors' Liability Insurance

18.1   Every director or office of the corporation or other person who has undertaken or is about to undertake a liability on behalf of the corporation or any company controlled by it and their heirs, executors, and administrators, and 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 or 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 own willful neglect or default.