Constitution and By-laws

Gerontological Nurses Association of British Columbia

Constitution and Bylaws

Proposed Bylaw Changes to be presented a Annual General Meeting on March 31, 2017:

GNABC Bylaws-proposed changes March 31st 2017.pdf

The new Societies Act came into effect November 28th 2016. All existing societies in BC are required to “transition” to the new Act.

GNABC has commenced this process. As part of the process the Association (GNABC) must review the Constitution and Bylaws to ensure compliance under the new Act.

Over the past few months the GNABC board has reviewed the current bylaws posted on the GNABC website and revised them to comply with the Act. During the revision the Board also looked at the CGNA bylaws. As a conjoint member of the national organization, GNABC shares many of the same values and organizational charts as CGNA; therefore the bylaw review has incorporated portions of CGNA bylaws where applicable.

The format of GNABC bylaws has changed; sections and headings now mirror the CGNA bylaws.

The major changes to note are:

Additions of; Definition section, executive committee, special general meetings, inspection of records and confidentiality

  • Changes to; notification period for meetings, membership renewal period, Quorum requirement
  • Expanding on conflict of interest
  • Defining the; composition of the Board, criteria to be president of Association, criteria to be chapter president
  • Broadening how board meetings are held

The proposed Bylaw changes will be presented at the AGM. Following acceptance of the proposed changes the GNABC will commence transition under the new Society Act.

The Annual General Meeting (March 31, 2017)  has a full agenda and a limited time for discussion. To ensure optimal use of the allotted time the Board welcomes members to seek clarity on bylaw changes prior to the meeting. Requests for clarification can be addressed to gnabc@shaw.ca

April 8, 2016

CONSTITUTION

Article 1 NAME

1.1 The name of the organization is “Gerontological Nurses Association of British Columbia” hereinafter referred to as GNABC.

Article 2 PURPOSES

2.1 Provide a sustainable and professional organization for all nurses involved in Gerontological nursing within the province of BC.

2.2 Promote and assist in the development of provincial and national standards of excellence in Gerontological nursing.

2.3 Promote educational programs to facilitate best  practice in the care of the older adult.

2.4 Promote networking opportunities and foster inter-professional connections for nurses and other health care providers who participate in the care of the older adult.

2.5 Promote and disseminate Gerontological nursing research.

2.6 Influence government, the public, educational institutions, and professional and other organizations involved in the care of the older adult.

2.7 Advocate on behalf of the older adult in regard to health care issues.

2.8 Provide opportunities for affiliations with other provincial and national nursing organizations.

2.9 Communicate information about the College of Registered Nurses of BC (CRNBC), the College of Licensed Practical Nurses of BC (CLPNBC), and the College of Registered Psychiatric Nurses of BC (CRPNBC) and Canadian Gerontological Nurses Association (CGNA) as it pertains to the members of GNABC.

 

BYLAWS

Article 1 MISSION STATEMENT

The Gerontological Nurses Association of British Columbia is a professional organization that supports and advances the professional interests of its members by promoting a social, economic and political climate in which nurses and other healthcare providers that care for the older adult can provide accessible, efficient and effective healthcare that meets the highest professional standards of practice.

Article 2 MEMBERSHIP

2.1 There will be 4 classes of membership.

2.1.1 Full membership will consist of all practicing and non-practicing members of the College of Registered Nurses of BC (CRNBC), College of Licensed Practical Nurses of BC (CLPNBC), and College of Registered Psychiatric Nurses of BC (CRPNBC), will be voting members and will have full membership in Canadian Gerontological Nurses Association (CGNA).

2.1.2 Student membership will consist of student members of CRNBC, CLPNBC, and the CRPNBC who are enrolled in educational institutions. They will be voting members of GNABC and associates of the Canadian Gerontological Nurses Association (CGNA). They will pay 50% of the annual dues but do not have the right to hold office at the provincial level.

2.1.3 Affiliate membership consists of other persons or groups who have an interest in the health care of the older adult. They will be non-voting members and associates of the Canadian Gerontological Nurses Association (CGNA). They will pay 50% of the annual dues but do not have the right to hold office.

 2.1.4 Honorary Life Membership may be conferred on full members (see 2.1.1). The GNABC board may take recommendations for and vote on approving honorary life membership to a member who has made an outstanding contribution to the field of Gerontology, the Gerontolocial nursing profession, or GNABC. Honorary life members are not required to pay annual membership dues. Honorary life members retain voting privileges.

 2.2 At all times the number of full members will exceed the number of affiliate members by 10%.

2.3 Full members ( pertaining to 2.2) will be practicing, non-practicing and student members of the CRNBC, CLPNBC, and the CRPNBC who support the purposes of GNABC and who are in good standing. 

2.4 Full members, student members and honorary members will have the right to attend meetings, to vote on any motion, to represent GNABC, and to receive pertinent communications and publications pertaining to the business of GNABC.

2.5 Only full members registered with CRNBC may hold the office of President and President-elect and will have been members of GNABC for two years. 

2.6 A person will become a member in the appropriate category upon completing an application form and payment of annual dues, provided the provisions in Article 2.2 are not breached.

2.7 A person ceases to be a member of GNABC:

a) on delivery of his/her resignation in writing to the secretary of the association or by mailing or delivering it to the address of the association.

b) at his or her death

c) at being expelled

d) not being a member in good standing.

 2.8 A member in good standing will mean a member who paid the dues in accordance with Article 2.6 or 9.1 and who was not expelled from the association without subsequent reinstatement.

Article 3 OFFICERS OF THE EXECUTIVE

3.1 Officers of the Executive will include: President, Past-president, President-elect, Secretary, Treasurer and Standing Committee Chairs – Membership, Media and Education. Elected positions by the membership for a term of two (2) years or until successors are elected are: President-elect, Secretary, Treasurer and the Standing Committee Chairs. The President-elect is appointed to the position of President at the Annual General Meeting in even years. The President assumes the position of Past-president on completion of a two (2) year term.

3.2 Full members will be eligible to serve on the Executive in accordance with Article 2.5. Offices may not be combined and one person will carry no more than one vote.

3.3 The term of office of the President, President –elect, Media chair, and Membership chair will commence upon the adjournment of the Annual General Meeting (AGM) in even years. The term of office of the Secretary, Treasurer, Education chair and will commence upon adjournment of the AGM in odd years. The Conference Committee Chair is an ad-hoc member of the Executive and the term of office can be for 1 or 2 years.

3.4 A member will not hold the same office for more than 2 (two) consecutive  terms, nor will a member serve as an officer for more than 4 (four) consecutive terms. These restrictions may be lifted by a 2/3 vote during a General Meeting, such suspension applying only to a specific officer and only to a specific election. These restrictions will be lifted after one year of not serving on the Executive. Filling a vacancy in office for more than ¾ of a term shall count as serving a full term.

3.5 The officers will be chosen by GNABC membership during the AGM. If there is only one candidate for an office, the vote will be dispensed with and the candidate will be declared elected by acclamation. If there are two or more candidates for the same office, a ballot will be taken and the candidate receiving the largest number of votes will be declared elected. In the event of a tie between the top candidates the winner will be determined by lot.

3.6 An officer, who during the performance of their executive duties, is in conflict with the bylaws, may be removed from the office by a 2/3 majority vote during an AGM provided that a notice of such proposal has been given as specified in Article 10.2.3 and provided that the officer in question has been given an opportunity of defense before the GNABC membership.

3.7 An officer must disclose any conflict of interest that would impede their role as an officer of the executive.

3.8 An officer of the executive must maintain confidentiality in the excising of his/her duties.

Article 4 VACANCIES –EXECUTIVE

4.1 Vacancies in office between elections may be filled by  the Executive, and such appointments will be valid until the succeeding election at which time GNABC members will elect an officer to serve for the remainder of the term (if any), except that:

In the event of a vacancy in the office of President, the President elect will assume the Presidency for the remainder of the term. If, however, the President-elect is unavailable or unable to assume the Presidency, the Executive may appoint a President to serve  only until the next election.

4.2 In the event of a vacancy in the office of  President-elect, the office will remain vacant until the next election, at  which time a new President will be elected.

Article 5 REMUNERATION

5.1 An officer will not be remunerated for being or acting  as an officer of the executive.

5.2 Subject to available funds, members of the Executive may be reimbursed for all expenses necessarily and reasonably incurred by the officer while engaged in the affairs of GNABC.

5.3 Liability insurance for officers of the executive, acting in a capacity as such, is paid by GNABC.

Article 6 DUTIES OF THE OFFICERS OF THE EXECUTIVE

6.1 President

The President will preside at  all meetings of the Association and is an ex- officio member on all Association  Committees.

The President will sign all  by-laws and approve all agendas and minutes of meetings, and prepare a report for the AGM. The president delegates responsibilities to the President Elect and other members as necessary. The President acts as the liaison with other professional and community organizations.

During the absence or inability of the President, his/her duties and powers may be exercised by the President Elect. Both the President and President Elect will be signing members.

6.2 President-Elect

The President Elect assists the President in the performance of duties and will also be responsible for acquisitions and management of promotional items. The President Elect is co-chair of the annual conference.

6.3 Past President

The Past President acts in an advisory capacity, to the President and Executive and is the chair of the nominating committee.

6.4 Secretary

The Secretary will be the custodian of all books, papers, records, correspondence, contracts and other documents belonging to GNABC, except those required to be kept by the Treasurer. The Secretary will record and distribute minutes of all proceedings in the books kept for that purpose.

The secretary maintains an accurate record of the names and contact information for all members of the provincial and chapter executives.

The secretary gives notices to members of the AGM forty five (45) days prior to the scheduled meeting and of vacant positions not less than ninety (90) days prior to circulation of ballots.

The Secretary will also perform such other duties as may from time to time be determined by the Executive.

6.5 Treasurer

The Treasurer will receive all monies owing to GNABC including, but not limited to, membership fees at the beginning of the fiscal year. The Treasurer will also discharge all debts against GNABC by means of cheques, co-signed by the resident or in his/her absence, the President-elect.

The Treasurer supervises the collection of and keeps on deposit, the funds and securities of GNABC.

The Treasurer will prepare an annual budget for approval by the Executive and the membership at each Annual General Meeting. The Treasurer will attend to all financial affairs of GNABC, which will include, but not be limited to, arrangement of the annual review within two months of the fiscal year and make application for available financial funds as directed by the executive.

The Treasurer will be a signing officer and also perform such other duties as may from time to time be determined by the Executive.

Article 7 DUTIES OF STANDING COMMITTEE CHAIRS

7.1 Education Chair will be responsible for advising the executive on educational themes for annual conferences, researching current issues in older adult health to inform the executive and coordinates the awarding of the GNABC annual education grant.

7.2 Media Chair will collect pertinent information to be included in the GNABC website. This will include soliciting articles, reports, and advertising. The chair will work closely with the webmaster to keep the website current and available to all members.

7.3 Membership Chair/Chapter Development will be responsible for maintaining a directory of all members of the GNABC and prepare reports on membership for each executive meeting. The chair will maintain effective relationships and provide support and exchange of effective recruiting techniques amongst the Chapters. The Membership Chair liaises with the Chapters as to the status of each Chapter membership numbers as he/she receives this information from the Registrar.

Article 8 DUTIES OF THE EXECUTIVE

8.1 The Executive of the GNABC will conduct the affairs of  the Association between Annual General Meetings and may authorize expenses within the annual budget of GNABC, as approved during the preceding AGM. Exceeding the total expenditures as specified in the annual budget by more than 10% (ten percent) will require the membership’s approval.

8.2 The Executive will hold at least 4 (four) Executive and Chapter President meetings per year, to be called by the President. A Special Executive Meeting may be called by the President and will be called if 3 (three) or more officers request it. Executive meetings may be held by telephone conference calls, provided a quorum takes part in such conference calls. The quorum for Executive meetings shall be a majority of the officers then in place, provided that, at any event, the quorum will be no less than 3 (three).

8.3 At least 4 (four) months before the AGM, the executive will appoint a Nominating Committee. The Nominating Committee will inform the members of the available offices 3 (three) months before the AGM, solicit nominations, and prepare a list of candidates for vacant offices.

Article 9 DUES AND FINANCES

9.1 The GNABC fiscal year will be from January 1st to December 31st of each  year. The GNABC membership year will be from April 1st to March 31st of the succeeding year.

9.2 The annual dues for all members will be payable by April 1st of each year, and if not paid within 3 months thereafter, the membership shall lapse and the individual will no longer be a member in good standing.

9.3 The members may, by a 2/3 majority vote, with notice given as specified in Article 10.2.3, establish or subsequently change:

9.3.1 Dues and any additional fees; 

9.3.2 Policies on dues.

9.4 The financial statements of the Association will be  reviewed on an annual basis and as determined by the executive by two members who are not part of the Executive.

Article 10 GENERAL MEETINGS

10.1 General meetings, special meetings and the Annual  General Meeting (AGM) are all General Membership meetings and will be held at the time and place that the Executive decides in accordance with the Society Act.

10.1.1 Notice of a general meeting will specify the place, day and hour of the meeting, and, in case of special business, the general nature of that business.

 10.1.2 The accidental omission to give notice of a meeting to, or the non-receipt of a notice by any of the members entitled to receive notice, does not invalidate proceedings at that meeting. 

10.1.3 The Executive will notify all members of an upcoming General Meeting at least 28 calendar days (not counting the day of mailing or the day of the meeting) before the general meeting, and such notice will specify the business to be transacted during the meeting, including, but not limited to, motions for which notice is required.

 10.1.4 General meetings will be called by the Executive upon receipt of a petition signed by at least 10% of the membership, provided that the petition specifies the business for which the General Meeting is to be called. 

10.2 The notice of a General Meeting will be sent by mail, e-mail, or be posted on the website.

10.3 The quorum for General meetings will be 10% of the membership present and in good standing at the time of the meeting. Voting for  general business other than for election of officers will be by a show of hands. Voting by proxy is not allowed.

10.4 An Annual General Meeting will be held at least once in every calendar year and not more than 15 months after the last preceding AGM.

Article 11 PARLIAMENTARY AUTHORITY

11.1 The current edition of Robert’s  Rules of Order (Newly Revised) shall be the Parliamentary Authority of GNABC and shall govern the Association in all cases to which it applies and in which it does not come into conflict with GNABC bylaws and policies or with the  Society Act itself.

Article 12 BYLAW AMMENDMENTS

12.1 The Bylaws of GNABC may be amended or altered by a 2/3  majority vote of the full, student and honorary members present at the meeting where the amendments are discussed, provided a notice of the proposed amendments has been given, as specified in Article 10.1.3.

 Article 13 BORROWING POWERS

13.1 In order to carry out the purposes of the society the  Executive of GNABC may, on behalf of GNABC, raise or secure the payment or repayment of money in the manner they decide, and in particular, but without limiting that power, by the issue of debentures.

13.2 A debenture will not be issued without the  authorization of a special resolution.

13.3 The members may, by special resolution, restrict the borrowing powers of the Executive, but the restriction imposed expires at the next AGM.

Article 14 CHAPTERS

14.1 The executive of the Association will approve, by 2/3 vote and with notice given, and establish subgroups, called Chapters, to serve the needs of members in a region of the province of British Columbia or the needs of members with a special interest in care of the older adult, provided that there are at least 5 (five) Association members indicating an interest in pursuing chapter activities. Chapters will establish their own educational programs and will elect their own presiding officers. Chapters will follow the bylaws and policies of the Association.

14.2 By a 2/3 vote and with notice given, the Association may establish and subsequently change policies on the procedure to apply for Chapter status, the criteria for funding a Chapter, a Chapter’s leadership structure and Chapter’s name selection and any other policies as required.

14.3 By a 2/3 vote and with notice given the Association may withdraw a Chapter’s funding and rescind its relationship with the Association, if the Association members deem that a Chapter has not been active for longer than a year or that the Chapter has not followed the Association bylaws and policies.

Article 15 AD HOC COMMITTEES

15.1 These committees will be called and assume such duties as deemed advisable by the Executive (e.g. education, communications, and political).

Article 16 DIRECTORS AND LIABILITY INSURANCE

16.1 The GNABC will have minimum of three (3) directors from the executive board.

16.2 Protection of Directors and Officers

No director or officer for the time being of the Association shall be liable for the acts, receipts, neglects or defaults of any other director or officer or employee, or for joining in any  receipt or act for conformity, or for any loss, damage or expense happening to  the Association through the insufficiency or deficiency of title to any property acquired by order of the Board of Directors for, or on behalf of the Association, or for the insufficiency or deficiency of any security in or upon which any of the monies of, or belonging to the Association shall be placed out of, or invested, or for any loss or damages arising from the bankruptcy, insolvency or tortuous act of any person, firm or corporation with whom any
monies, securities or effects shall be lodged or deposited or for any loss occasioned by any error of judgment or oversight on his/her part for any other loss, damage or misfortune whatever which may happen in the execution of the duties of his/her respective office or trust or in relation thereto, unless the same shall happen by or through his/her own willful act or default.

No act or proceeding of any member of the Board of Directors shall be deemed invalid or ineffective by reason of the subsequent ascertainment of any irregularity, in regard to such act or proceeding or the qualification of such director or directors.

Board members may rely on the accuracy of any statement or report prepared by the Association’s treasurer, and shall not be responsible or held liable for any loss or damage resulting from the paying of any dividends, or otherwise acting upon such statement or report.

16.3 Indemnity of Directors and Officers

Every director or officer of the Association and his/her 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 Association from and against:

(a) All cost, charges and expenses whatsoever which such directors or officers may sustain or incur in or about any action, suit or proceeding which is brought, commenced or prosecuted against him/her for, or in respect of any act, deed, matter or thing whatsoever, made, done or permitted by him/her in or about the execution of the duties of his/her office.

(b) All other costs, charges and expenses which he/she may sustain or incur in or about or in relation to the affairs thereof except such costs, charges or expenses as are occasioned by his/her own willful neglect or default.

16.4 Directors of GNABC shall be insured as in article 5.