Health Sciences Association of Saskatchewan

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HSAS Constitution & Bylaws

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 HSAS CONSTITUTION

ARTICLE 1 – NAME

The name of the Association shall be Health Sciences Association of Saskatchewan.

ARTICLE 2 – LOCATION

The head office of the Association shall be designated from time to time by a resolution of the Executive Council.

ARTICLE 3 – OBJECTS OF THE ASSOCIATION

The objects of the Association are as follows:

(a)   To seek certification as the certified bargaining agent of all Members of the Association employed in the health sciences and on behalf of such Members to regulate relations between Members of the Association and their Employers, or organizations of Employers.

(b)   To organize groups engaged in health science professions or occupations in the provision of health care in the Province of Saskatchewan into Bargaining Units of the Association.

(c)   To bargain collectively on behalf of its Members with Employers and further, to apply to the Labour Relations Board for certification as the bargaining agent on behalf of Members or a group of Members, pursuant to the provisions of The Saskatchewan Employment Act, as amended or replaced, from time to time.

(d)   To participate in or assist Bargaining Units of the Association in the resolution of disputes arising with Employers or organizations of Employers.

(e)   To promote the social and economic well-­being and interests of individuals employed in the health science professions or occupations in Saskatchewan and to establish and maintain the best possible standards of remuneration and working conditions consistent with the continuation of high standards of patient/client care.

(f)   To support the improvement of services provided by the health sciences professions and occupations and to advance the scientific, educational, professional and economic welfare of all Members of the health sciences professions and occupations.

(g)   To create a job action committee when the Executive Council deems it appropriate to do so.

HSAS BYLAWS

 

ARTICLE 1 -­ INTERPRETATION

1.01     Defined Terms

In these Bylaws and the Constitution, unless the context requires otherwise:

(a)   “Active Member” means a Member described in section 2.02;

(b)   “Annual Meeting” means the annual general meeting of the Association;

(c )   “Association” means the Health Sciences Association of Saskatchewan;

(d)  “Association Meeting” means either an Annual Meeting or a Special Meeting of the Association;

(e)   “Bargaining Unit” means a bargaining unit represented by the Association;

(f)   “Board of Governors” means the body elected in accordance with article 10;

(g)   “Bylaws” means these Bylaws, as amended, restated or replaced in accordance with article 20;

(h)  “Chair” means the presiding officer of any body or at any meeting contemplated by the Bylaws;

(i)   “Collective Agreement” means a contract of employment between the Association and an Employer;

(j)  “Constitution” means the Constitution of the Association, as amended, restated or replaced in accordance with article 20;

(k)  “Delegate” means an individual selected in accordance with section 3.04;

(l)   “Employer” means an employer signatory to a Collective Agreement with the Association;

(m) “Executive Council” means the governing body of the Association, fully-­constituted in accordance with section 5.01, and elected in accordance with section   5.04;

(n)   “Executive Committee” means the committee described in section 7.01;

(o)   “Executive Director” means the Executive Director of the Association hired in accordance with article 8;

(p)   “Finance Committee” means the committee that the Executive Council establishes to advise the Executive Council on financial matters;

(q)   “Fiscal Year” has the meaning given to it in article 15;

(r)   “Governance Committee” means the committee that the Executive Council establishes to advise the Executive Council on matters relating to the Constitution, Bylaws, and resolutions;

(s)   “Health Region” means a health region in the Province of Saskatchewan as determined by the Government of Saskatchewan;

(t)   “Honourary Member” means a Member described in section 2.04;

(u)   “Inactive Member” means a Member described in section 2.03;

(v)   “Member” means an individual who has been granted membership in the Association in accordance with article 2 and includes an Active Member, an Inactive Member, and an Honourary Member;

(w)   “Negotiating Committee” means the committee that the Executive Council establishes to advise the Executive Council on matters relating to the negotiation of Collective Agreements;

(x)   “President” means the elected officer of the Association described in section 7.02;

(y)   “Professional, Occupational, or Composite Group” means any one of the groups of Members determined in the manner described in subsection 5.03(a);

(z)   “Regional Council” means a council established from time to time pursuant to article 9;

(aa)   “Secretary” means the individual elected to that position in accordance with section 7.03;

(ab)   “Simple Majority” means a majority of more than fifty percent (50%);

(ac)   “Special Meeting” means a general meeting of the Association, other than the Annual Meeting, called in accordance with section 3.02;

(ad)  “Treasurer” means the individual elected to that position in accordance with section 7.03;

(ae)  “Vice-­President” means the individual elected to that position in accordance with section 7.03.

1.02     Interpretation

(a)   The division of the Constitution and Bylaws into articles, sections, subsections, paragraphs, subparagraphs and clauses and the insertion of headings are for convenience of reference only and are not to be considered in construing the terms and provisions of the Bylaws or the Constitution and are not to be deemed to clarify, modify or explain the effect of those terms or provisions.

(b)   Where the context requires it:

(i)      words that mean the singular will include the plural and vice versa;

(ii)    words that mean the feminine gender will include the masculine and neuter genders and vice versa; and

(iii)   words that mean individuals will include bodies corporate, partnerships, syndicates, trusts and any number of persons.

(c)   The invalidity or unenforceability of any provision of the Bylaws shall not affect the validity or enforceability of the remaining provisions of the Bylaws.

(d)   In these Bylaws, the following provisions shall apply to the calculation of time:

(i)   Where the time for doing an act falls on a day that is not a business day at the Association’s head office, the time is extended to the next day that is a business day at the Association’s head office.

(ii)   Where the time for doing an act in the Association’s business office falls on a day on which the Association’s head office is not open during its regular business hours, the time is extended to include the next day on which the Association’s head office is open.

(iii)   In calculating time not expressed as a number of clear days, weeks, months, or years, or as “at least” or “not less than” a number of days, weeks, months, or years:

(A)   the first day shall be excluded; and

(B)   the last day shall be included.

(iv)   In calculating time expressed as a number of clear days, weeks, months, or years, or as “at least” or “not less than” a number of days, weeks, months, or years, the first and last days shall be excluded.

(v)    A period of time expressed to begin or end at, on, or with a specified day includes that day.

(vi)    A period of time expressed to continue to or until a specified day includes that day.

(vii)   A period of time expressed to be after, from, or before a specified day does not include that day.

(e)   In these Bylaws, the phrase “from time to time” means on one or more occasions.

ARTICLE 2 -­ MEMBERSHIP

2.01     Approval of Membership

(a)   A group of individuals may apply, in writing, to the Executive Council for membership in the Association.

(b)   The Executive Council, in its discretion, may grant or refuse membership or terminate the membership of a Member as it deems appropriate in the circumstances, subject to the provisions of the Bylaws.

(c)   When exercising its discretion as described in subsection 2.01(b), the Executive Council shall consider, among other things it deems appropriate, the following principles:

(i)   An individual who is permanently employed in an out-­of-­scope capacity with an Employer is not eligible to be a Member.

(ii)   A Member employed in a temporary out-­of-­scope capacity with an Employer shall cease to be a Member on the 366th day after commencing employment in that temporary out-­of-­scope capacity unless the Association and the Employer mutually agree otherwise.

(iii)  If an individual to whom the provisions of paragraph 2.01(c)(ii) apply ceases to be employed by an Employer in an out-­of-­scope capacity and returns to employment with an Employer in an in-­scope capacity, the Executive Council is entitled to re-­instate that individual as a Member.

(d)   The Executive Council shall classify, and later may re-­classify, if necessary, any Member as one of the following types in accordance with the criteria set out in sections 2.02 and 2.03:

(i)   Active; or

(ii)  Inactive.

2.02     Active Members

(a)   An Active Member is an individual who is part of a Bargaining Unit and:

(i)   is employed in a health sciences profession or an occupation providing health care in the Province of Saskatchewan;

(ii)   previously met the criteria described in paragraph 2.02(a)(i) but is on a leave of absence approved by her Employer, including, but not limited to:

(A)   maternity leave;

(B)   paternity leave; or

(C)   disability leave;

(iii)  previously met the criteria described in paragraph 2.02(a)(i) but is on lay-­off or recall from her Employer up to the longest period of recall rights provided by the Collective Agreement;

(iv)  previously met the criteria described in paragraph 2.02(a)(i) but has been dismissed from her employment with an Employer and is represented by the Association in a grievance or arbitration procedure related to that dismissal, until the dispute has been resolved; or

(v)   previously met the criteria described in paragraph 2.02(a)(i) but the leave requirements to fulfill her term of office in an elected position in the Association and the application of the provisions of a Collective Agreement have led to the termination of her employment.

(b)   Except as provided in subsections 3.04(e) to 3.04(g), inclusive, an Active Member is entitled to:

(i)    be nominated as a Delegate and, if elected, become a Delegate;

(ii)   nominate an Active Member as a Delegate;

(iii)  be nominated as a member of the Executive Council and, if elected, become a member of the Executive Council;

(iv)   nominate an Active Member as a member of the Executive Council;

(v)    vote; and

(vi)  attend any Association Meeting and do so at her own expense unless her expenses are reimbursable under the approved expense guidelines referred to in section 16.08.

2.03     Inactive Members

(a)   The Executive Council, in its discretion, is entitled to re-­classify an Active Member as an Inactive Member if that individual:

(i)   although still a Member, no longer meets any of the criteria set out in subsection 2.02(a); or

(ii)   becomes temporarily employed in an out-­of-­scope capacity with an Employer and remains so employed for up to and including three hundred and sixty-­five (365) days.

(b)   If a Member whom the Executive Council has already re-­classified as an Inactive Member, pursuant to paragraph 2.03(a)(ii), ceases to be employed with an Employer in an out-­of-­scope capacity and returns to work with an Employer in an in-­scope capacity, the Executive Council is entitled to re-­classify that Member as an Active Member.

(c)   An Inactive Member is entitled to attend any Association Meeting at her own expense.

(d)   An Inactive Member is not entitled to:

(i)     be nominated as, or be, a Delegate;

(ii)    nominate an Active Member as a Delegate;

(iii)  be nominated as a member of the Executive Council or be a member of the Executive Council;

(iv)   nominate an Active Member as a member of the Executive Council; or

(v)    vote.

2.04     Honourary Members

(a)   The Executive Council, in its discretion, is entitled to confer the designation of Honourary Member on an individual who is not a Member when that individual has rendered outstanding service to the Association.

(b)   An Honourary Member is entitled to attend any Association Meeting at her own expense.

(c)   An Honourary Member is not entitled to:

(i)    be nominated as, or be, a Delegate;

(ii)   nominate an Active Member as a Delegate;

(iii)  be nominated as a member of the Executive Council or be a member of the Executive Council;

(iv)  nominate an Active Member as a member of the Executive Council; or

(v)   vote;

(vi)  Share in the distribution of the remaining property on the liquidation and dissolution of the Association.

2.05     Members’ Duties and Obligations

All Members of the Association must:

(a)   recognize, observe, and follow the Constitution and Bylaws;

(b)   recognize and respect the right of the Association to adopt and enforce reasonable rules as to the responsibility of every Member towards the Association; and

(c)   accept the disciplinary decisions and any resulting penalties that the Association administers in accordance with article 13.

2.06     Initiation Fees, Membership Dues, and Assessments

The Executive Council shall determine from time to time the policy relating to initiation fees for admittance of Members, membership dues, and any assessments.

ARTICLE 3 -­ ASSOCIATION MEETINGS

3.01     Annual Meeting

The Annual Meeting shall be held within seventy (70) days after the end of each Fiscal Year of the Association.

3.02     Special Meeting

The Executive Council:

(a)   may call a Special Meeting at any time; and

(b)  shall call a Special Meeting upon the written request of at least ten percent (10%) of the Active Members.

3.03     Notice of Meeting

(a)   The President shall give Members notice of the time and place of an Association Meeting at least fifteen (15) days before the proposed Association Meeting.

(b)   The notice of an Association Meeting shall:

(i)    be given in the manner provided in article 14;

(ii)   specify the nature of the matters to be presented to the Association Meeting; and

(iii)  include the full wording of resolutions to be considered at the Association Meeting.

(c)  The fact that a Member does not receive notice of an Association Meeting shall not invalidate the proceedings or the business transacted at that Association Meeting.

3.04     Delegates

(a)   Only Delegates, or in their absence, alternate Delegates, selected in the manner described in this section 3.04, are entitled to vote at Association Meetings.

(b)   Each Health Region with up to and including one hundred (100) Active Members is entitled to elect one (1) Delegate to attend each Association Meeting.

(c)   Each Health Region with more than one hundred (100) Active Members is entitled to elect one (1) additional Delegate for each additional one hundred (100) Active Members or portion of one hundred (100) Active Members to attend each Association Meeting.

(d)   In addition to the Delegates elected in accordance with subsections 3.04(b) and 3.04(c), each member of the Executive Council is automatically a Delegate to each Association Meeting.

(e)   Only an Active Member employed by a Health Region is eligible to be elected as a Delegate in the Health Region in which she is employed.

(f)   An Active Member who is employed by more than one Health Region is eligible to be nominated and elected in only one Health Region.

(g)   Only an Active Member employed by a Health Region is entitled to nominate an individual to the position of Delegate for that Health Region.

(h)   Where a ballot is required to elect one or more Delegates, Active Members shall vote for Delegates by mail-­in ballot, handled in the manner described in article 4.

(i)   A nominee not elected as a Delegate for a Health Region shall be deemed to be an alternate Delegate for that Health Region, and, where there is more than one, they shall be ranked in order of the number of votes received.

(j)   Except as set out in the Bylaws, the procedures for electing Delegates and alternate Delegates shall be as established by the Executive Council, and the Executive Council shall notify all Members of those procedures annually before the Annual Meeting.

(k)   An alternate Delegate, when attending and voting in place of the Delegate she is replacing, is deemed to be the Delegate.

(l)   Each Delegate shall:

(i)    attend the Association Meeting for which she has been elected as a Delegate; and

(ii)   act in the best interests of the Association.

(m)   A Delegate holds office as a Delegate for the Association Meeting for which she was elected a Delegate.

3.05     Quorum

(a)  A quorum for an Association Meeting is a Simple Majority of the Delegates who have registered before the call to order on the first day of the Association Meeting.

(b)   Except as provided in subsection 3.05(c), if a quorum is not present in the meeting room at the time and place fixed for the Association Meeting as stated in the notice of the Association Meeting, or at any time during the Association Meeting, the Association Meeting shall stand adjourned and no other business may be transacted.

(c)   When a quorum is not present in the meeting room at the outset of, or during, an Association Meeting, the Delegates who are present may:

(i)   adjourn the Association Meeting to a fixed time and place without having to give further formal notice of the adjourned Association Meeting;

(ii)   recess; or

(iii)  take measures to obtain a quorum and, after a quorum has been re-­established, carry on with the Association Meeting.

3.06     Chair of an Association Meeting

(a)  The President, or in her absence, the Vice-­President, or, in the absence of both the President and the Vice-­ President, the President’s designate, shall preside as Chair at every Association Meeting.

(b)   If there is no Chair for an Association Meeting, or if a Chair is not present within thirty (30) minutes after the time appointed for holding the Association Meeting, or if the individual described in subsection 3.06(a) is unwilling to act as Chair, the members of the Executive Committee who are present at the Association Meeting shall appoint one of their number to be Chair of the Association Meeting.

3.07     Resolutions

(a)   The rules relating to resolutions to be considered at an Association Meeting are set out in this section 3.07.

(b)   Subject to subsection 3.07(f), a resolution shall be considered and voted on at an Association Meeting only if either of

(i)    the Executive Council, or

(ii)   a group of at least ten (10) Active Members,

has given written notice of the resolution to the Secretary at least sixty-­five (65) days before the Association Meeting at which the Executive Council or the group of at least ten (10) Active Members intends for the resolution to be considered.

(c)   When the Secretary receives a resolution that has originated from a group of at least ten (10) Active Members, the Secretary shall forward the full text of that resolution to the Executive Council for its consideration.

(d)   When the Executive Council has received a resolution from the Secretary in accordance with subsection 3.07(c), it shall consider the resolution and specify the details of its support or lack of support for the resolution, including reasons.

(e)   The notice from the Secretary of an upcoming Association Meeting shall include:

(i)   the full text of all resolutions the Secretary has received in accordance with subsection 3.07(b); and

(ii)  the details, including reasons, of the Executive Council’s support or lack of support for each resolution.

(f)   If, in the opinion of the Executive Council or the group of at least ten (10) Active Members putting forward a resolution, circumstances have prevented the Executive Council or the group of at least ten (10) Active Members from giving written notice of its resolution to the Secretary at least sixty-­five (65) days before the Association Meeting at which it is proposed the resolution be considered, the following rules will apply to the resolution:

(i)  Those proposing to expedite the resolution as provided in subsection 3.07(f) shall forward it in writing to the members of the Executive Committee in attendance at the Association Meeting at which it is proposed the resolution be considered.

(ii)  If at least a Simple Majority of the members of the Executive Committee, present and voting at a special meeting of the Executive Committee, determines that the resolution should be expedited and presented to the Delegates for their consideration, the resolution shall be presented at that Association Meeting.

(iii)   The decision of at least a Simple Majority of the Executive Committee, as contemplated in paragraph 3.07(f)(ii), is final and there is no appeal from it.

(g)  A resolution affecting the Constitution or the Bylaws shall be handled in the manner provided in article 20.

(h)  A resolution regarding a proposed budget, when required to be brought before an Association Meeting, shall be handled in the manner described in subsection 16.04(b).

3.08     Voting

(a)   Only Delegates are entitled to vote at Association Meetings.

(b)   Each Delegate is entitled to one (1) vote on each question that comes before the Association Meeting for which that Delegate has been elected.

(c)   No Delegate is entitled to vote by proxy.

(d)   Voting at an Association Meeting shall be by show of hands, except where a motion to have a ballot vote is passed by at least a Simple Majority vote of the Delegates.

(e)   The Chair is entitled to seek the assistance of the scrutineers to ascertain whether or not a motion by a show of hands has been carried or lost.

(f)   Subject to subsection 3.08(g), a ruling of the Chair that a resolution has been carried or lost is conclusive evidence of that fact without proof of the number or proportion of votes recorded in favour of or against the motion, and the result of the vote so taken and declared shall be the decision of the Members, through their Delegates, upon the question.

(g)   The Delegates at an Association Meeting are entitled to appeal any ruling of the Chair and, in doing so, must follow the provisions of Robert’s Rules of Order.

(h)   Except for those to which article 20 applies, all resolutions require the support of at least a Simple Majority of the Delegates present and voting at an Association Meeting.

3.09     Adjournment

The Chair, with the consent of at least a Simple Majority of the Delegates, is entitled to adjourn an Association Meeting to a fixed time and place.

ARTICLE 4 -­ MAIL-­IN-­BALLOTS

4.01     Application of Mail-­in Ballot Rules

The provisions of this article 4 apply to:

(a)   the election of Delegates; and

(b)   situations where the Executive Council determines that it is appropriate to have the Active Members make a decision by means of a mail-­in ballot procedure.

4.02     Distribution of Mail-­in Ballot Forms

At least fifteen (15) days before the date scheduled for the completion of an election or a vote by mail-­in ballot, the mail-­in ballot forms shall be distributed, either by regular mail or by courier, to the Active Members who are electing a Delegate or who will be affected by the issue upon which the vote is being held.

4.03     Submission of Mail-­in Ballot Forms

Active Members are entitled to submit their mail-­in ballot forms, either by regular mail or by courier, to the Secretary on or before the date scheduled for the completion of the election or vote.

4.04     Rules Regarding Mail-­in Ballot Procedures

(a)   The Secretary or her designate shall be responsible to tally the results of an election or vote by mail-­in ballot.

(b)   The Secretary or her designate is the final arbiter in determining the validity of each mail-­in ballot form received.

(c)   Unless otherwise provided in the Bylaws, where a vote is conducted by mail-­in ballot, the matter will be considered to be passed upon approval by at least a Simple Majority of mail-­in ballot forms received and, in the case of an election, the winner will be the individual receiving the most votes by mail-­in ballot.

(d)   Where a mail-­in ballot is conducted according to this article 4 and results in a tie, another mail-­in ballot will be conducted to resolve the tie.

(e)   The fact that an Active Member does not receive a mail-­in ballot form shall not invalidate the election or the vote by mail-­in ballot.

(f)   Mail-­in ballot forms received shall be destroyed according to the Executive Council’s policy relating to the destruction of mail-­in ballot forms.

ARTICLE 5 -­ EXECUTIVE COUNCIL

5.01     Executive Council Composition

(a)   The fully-­constituted Executive Council shall be composed of:

(i)    the President, and

(ii)  the number of representatives from each Professional, Occupational, or Composite Group, as those numbers are determined from time to time in accordance with section 5.03.

(b)   No temporary vacancy on the Executive Council caused by the term of an Executive Council member ceasing, in accordance with subsection 5.06(b), shall affect the number of individuals required to make up the fully-­constituted Executive Council.

(c)   For all purposes in these Bylaws, a reference to the Executive Council means the fully-­constituted Executive Council.

5.02     Qualifications

No individual shall become or continue to be a member of the Executive Council if that individual:

(a)    is less than eighteen (18) years of age;

(b)  is of unsound mind and has been so found by a competent tribunal or a court in Saskatchewan or elsewhere;

(c)     has the status of bankrupt; or

(d)    is not an Active Member.

5.03     Representation of a Professional, Occupational, or Composite Group on the Executive Council

(a) For the purposes of representation of the membership on the Executive Council, the Executive Council, in its discretion and acting in good faith, shall:

(i)    establish groupings of Members as one of three categories: Professional, Occupational, or Composite Group;

(ii)  designate Members or groups of Members to the most appropriate Professional, Occupational, or Composite Group; and

(iii)  determine the number of representatives that each Professional, Occupational, or Composite Group is entitled to elect to the Executive Council.

(b)   The Executive Council is entitled to make the determinations and designations described in subsection 5.03(a) at any time, and, in doing so, shall consult with the affected Members or groups of Members, but the decision of the Executive Council shall be final.

5.04     Election of the Executive Council

(a)   When it is anticipated that there will be vacancies on the Executive Council in the next Fiscal Year, the Executive Council shall cause the Executive Director or her designate to initiate the annual Executive Council election process as follows:

(i)    Create nomination papers with spaces for:

(A)   the name of an Active Member to be nominated to the Executive Council;

(B)  if the Active Member is being nominated to a regular position on the Executive Council (not the President), the name of the Professional, Occupational, or Composite Group from which the Active Member is to be nominated;

(C)  a space to indicate if the Active Member is to be nominated as President or as a regular member of the Executive Council,

(D)  the name and signature of one nominator who must be an Active Member; and

(E)  the signature of the Active Member being nominated, signifying that individual’s consent to the nomination.

(ii)  Distribute the nomination papers to the Active Members at least thirty (30) days before the end of the Fiscal Year, for the positions that are subject to election to office in the next Fiscal Year.

(b)  Nomination papers shall be returned to the head office of the Association by the close of business on the last day of the Fiscal Year.

(c)   If more than one (1) nomination is received for a vacant position on the Executive Council, the Executive Council shall cause the Executive Director or her designate to create an Executive Council election process for Active Members to elect an individual to fill the vacancy, through a mail-­in ballot election process as follows:

(i)    Mail-­in ballot forms will be distributed immediately to Active Members eligible to vote for the contested seat and will be accompanied by appropriate instructions, including details as to when and where they   must be returned in order to be considered valid ballots.

(ii)   Completed mail-­in ballot forms must be returned, either by regular mail or by courier, to the head office of the Association at least fifteen (15) days before the next Annual Meeting.

(iii)  Each nominee is entitled to appoint a scrutineer to be present when the mail-­in ballot forms are counted.

(iv)   The Executive Director or her designate is responsible to tally the results of the election by mail-­in ballot.

(v)   The Executive Director or her designate is the final arbiter in determining the validity of each mail-­in ballot form received.

(vi)  The winner in an election to a position on the Executive Council will be the individual who receives the most votes by mail-­in ballot.

(vii) The fact that an Active Member does not receive a mail-­in ballot form shall not invalidate an election by mail-­in ballot.

(viii) Mail-­in ballot forms received shall be destroyed according to the Executive Council’s policy relating to the destruction of mail-­in ballot forms.

(d)   If only one (1) nomination is received for any vacant position on the Executive Council, the Executive Council may dispense with the mail-­in ballot process and declare, by a Simple Majority of those present and voting at an Executive Council meeting, that the nominee for that vacant position is elected by acclamation.

(e)   Where a mail-­in ballot is conducted according to this section 5.04 and results in a tie in the election of the President or in filling the last of the regular positions on the Executive Council, another mail-­in ballot will be conducted to resolve the tie.

(f)   If an individual elected as President occupies an existing seat on the Executive Council by way of representing a Professional, Occupational, or Composite Group, she must resign that existing seat to serve as President and the vacancy shall be filled in accordance with Section 5.07.

5.05     Eligibility to be Elected President

(a)   Except as otherwise provided in subsection 7.02(g), an Active Member who meets the qualifications set out in section 5.02 and who has completed at least one (1) full term on the Executive Council at any time is eligible to be nominated and elected President.

(b)   Nominees for the position of President may be, but do not need to be, members of the Executive Council when nominated to the position of President.

5.06     Term of Office of Members of the Executive Council

(a)   The provisions of this section apply to all members of the Executive Council except the President.

(b)   Except as otherwise provided in this section 5.06 or in subsection 5.07(e), a member of the Executive Council holds office from the end of the first Annual Meeting after being elected in the annual Executive Council election process described in section 5.04 until the earliest of:

(i)    the end of the second Annual Meeting after her term began;

(ii)   her ceasing to be qualified;

(iii)  her resignation from the Executive Council;

(iv)   her death;

(v)   any action that results in her ceasing to be a member of the Professional, Occupational, or Composite Group she was elected to represent on the Executive Council;

(vi) her failure to attend three (3) consecutive Executive Council meetings without appointing an alternate to attend in her place, in accordance with section 6.03; or

(vii)  her failure to attend four (4) consecutive Executive Council meeting, whether or not she appointed an alternate to attend in her place.

(c)   To ensure a rotation of terms, the Executive Council may organize an election of members of the Executive Council to provide that approximately half of the members of the Executive Council are elected in any one election.

(d)   A retiring member of the Executive Council shall be eligible for re-­election to the Executive Council.

5.07     Vacancy

(a)   Where:

(i)    a vacancy occurs on the Executive Council, other than in the position of President,

(ii)   a quorum of the Executive Council remains in office, and

(iii) less than one (1) year remains until the normal expiration of the term of the Executive Council member whose position has been vacated,

the remaining members of the Executive Council may

(iv)   exercise all the powers of the Executive Council, and

(v)   appoint, as an interim member of the Executive Council, an individual who is qualified to represent the Professional, Occupational, or Composite Group, as the case may be, whose seat has been vacated.

(b)   If

(i)   a vacancy occurs on the Executive Council with one (1) year or more remaining in the term of the individual whose position has been vacated, or

(ii)   a vacancy on the Executive Council has been of a long-­standing nature and one (1) year or more remains in the term of the vacant position,

the following process applies:

(iii)  the Executive Council shall cause the Executive Director to initiate a special Executive Council election process generally in accordance with the procedures described in section 5.04(a)(i), (c), (d), (e), and (f);

(iv)  the Executive Council shall cause the Executive Director to distribute nomination papers to the members of the Professional, Occupational, or Composite Group affected, or in the case of the President, to Active Members, as soon as practicable after the vacancy occurs; and

(v)   nomination papers shall be returned to the Secretary within thirty (30) days after the date the nomination papers were distributed.

(c)   If no nominations are received for candidates in a special Executive Council election process initiated under subsection 5.07(b), the Executive Council, in its discretion, may either:

(i)  where an Active Member has expressed an interest in assuming the vacant position, cause the Executive Director to initiate another special Executive Council election process, generally in accordance with the procedures described in subsection 5.07(b); or

(ii)  where no Active member has expressed an interest in assuming the vacant position, leave the position vacant until the next regular annual Executive Council election process.

(d)   A member of the Executive Council appointed under paragraph 5.07(a)(v) or elected under paragraph 5.07(b)(i) holds office for the remainder of the term of her predecessor.

(e)   A member of the Executive Council elected to fill a vacancy of a long-­standing nature, under paragraph 5.07(b)(ii), holds office for a term defined by the Executive Council before the election.

5.08     Powers and Responsibilities of the Executive Council

(a)   Subject to the Bylaws, the Executive Council shall manage and supervise the affairs and business of the Association.

(b)   The Executive Council shall be responsible for keeping an accurate and true record of the Association’s membership.

5.09     Duties of Members of the Executive Council

(a)   Every member of the Executive Council, in exercising her powers and discharging her duties, shall:

(i)    act honestly and in good faith with a view to the best interests of the Association;

(ii)   exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances; and

(iii)   promote the objects of the Association.

(b)   Every member of the Executive Council shall:

(i)     comply with the Constitution and the Bylaws;

(ii)    use her best efforts to attend all Executive Council meetings or appoint an alternate in her place, in accordance with Section 6.03;

(iii)  be willing to stand for election to the offices of Vice-­President, Secretary and Treasurer;

(iv)    be willing to serve on committees;

(v)  be accountable to the Professional, Occupational, or Composite Group that she represents and keep it informed of pertinent decisions of the Executive Council;

(vi)  represent, at the provincial level, the opinions and concerns of her professional colleagues who are Members of the Association;

(vii)  serve as a liaison between the Association and the Professional, Occupational, or Composite Group that she represents; and

(viii)  present to the Association the ideas and suggestions of the Professional, Occupational, or Composite Group that she represents and speak for the Association to these groups when so requested by the Association.

5.10     Save Harmless

The Association shall indemnify and save harmless from personal liability any member of the Executive Council against all costs, charges, and expenses, including amounts paid to settle actions or satisfy judgments that the individual reasonably incurs with respect to any civil, criminal, administrative, investigative, or other proceedings in which the individual is involved because of her participation as a member of the Executive Council if:

(a)   the individual acted honestly and in good faith with a view to the best interests of the Association; and

(b)   in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the individual had reasonable grounds for believing that her conduct was lawful.

ARTICLE 6 -­ MEETINGS OF THE EXECUTIVE COUNCIL

6.01     Meetings

(a)   The Executive Council shall meet at least four (4) times during each Fiscal Year at the times and places that the Executive Council determines are appropriate.

(b)  In addition to the four (4) meetings held in accordance with subsection 6.01(a), the Executive Council may meet at other times on the call of the President or any other member of the Executive Council.

6.02     Notice of Meetings

(a)   Except as otherwise provided in subsection 6.02(b), the President or her designate shall give to each member of the Executive Council and to the Board of Governors at least seven (7) days’ notice of each regular meeting of the Executive Council in the manner described in article 14.

(b)   Notice of the time and place of the next regular meeting of the Executive Council may be given:

(i)    at any meeting of the Executive Council to those members of the Executive Council and the Board of Governors who are present at that meeting; and

(ii)   in the manner described in article 14 to those members of the Executive Council and the Board of Governors who are not present at that meeting.

(c)   If the President or a member of the Executive Council wishes to call a special meeting of the Executive Council, the President or her designate or the member of the Executive Council wishing to call the special meeting shall give the notice of that meeting

(i)    at least seven (7) days before the time when the meeting is to be held; and

(ii)   in the manner described in article 14.

(d)   Members of the Executive Council may waive notice of any meeting of the Executive Council or any irregularity in any meeting of the Executive Council, and may do so before, during, or after the meeting to which the waiver relates.

(e)   Members of the Board of Governors are not entitled or required to waive notice of any meeting of the Executive Council or any irregularity in any meeting of the Executive Council.

6.03     Alternates

(a)   A member of the Executive Council representing a Professional, Occupational, or Composite Group and who is unable to attend any meeting of the Executive Council shall delegate an Active Member of the same Professional, Occupational, or Composite Group as her alternate to attend the meeting of the Executive Council and to exercise the powers that the Executive Council member would have exercised at that meeting had she been in attendance.

(b)   A member of the Executive Council who designates an alternate under subsection 6.03(a) shall provide the President, on or before the beginning of the Executive Council meeting that she will be unable to attend, a written authorization of the alternate to act in her place at the Executive Council meeting.

6.04     Quorum

(a)   A quorum for any meeting of the Executive Council is a Simple Majority of the number of members of the fully-­ constituted Executive Council, as described in section 5.01.

(b)  Except as provided in subsections 6.04(c) and 6.04(d), if a quorum is not present in the meeting room at the time and place fixed for a meeting of the Executive Council, as stated in the meeting notice, or at any time during a meeting of the Executive Council, that meeting shall stand adjourned and no formal business may be transacted.

(c)   When a quorum is not present in the meeting room at the outset of, or at any time during a meeting of the Executive Council, the members of the Executive council who are present may:

(i)   adjourn to a fixed time and place without having to give further formal notice of the adjourned meeting;

(ii)    recess; or

(iii)   take measures to obtain a quorum and, after a quorum has been re-­established, carry on with the Executive Council meeting.

(d)   If a member of the Executive Council absents herself from the meeting room because of a conflict of interest, her absence shall not affect quorum.

6.05     Conduct of Meetings of the Executive Council

(a)   Subject to subsection 6.05(b), the President, or in her absence the Vice-­President, shall chair every meeting of the Executive Council.

(b)   If, at any meeting of the Executive Council, the Chair of the meeting is not present within thirty (30) minutes after the time appointed for holding the meeting, the members of the Executive Council present may choose one of their number to chair the meeting.

6.06     Approval of Matters

(a) Unless otherwise provided in the Bylaws, decisions of the Executive Council will be determined by at least a Simple Majority of the members of the Executive Council present and voting.

(b)   For the purposes of voting on any motion, the President shall have the right to vote with the other members of the Executive Council and shall not have a second vote to break a tie.

6.07     Participation by Telephone and Otherwise in Meetings

With the consent of the Chair of the meeting of the Executive Council, a member of the Executive Council or any person entitled to attend a meeting of the Executive Council may participate in the meeting by means of telephone or other communication facilities that permit all individuals participating in the meeting to hear each other, and an individual participating in such a meeting by those means shall be considered present at the meeting.

6.08     Resolutions in Writing

(a)   A resolution in writing, signed by all the members of the Executive Council or a committee of the Executive Council entitled to vote on that resolution at a meeting of the Executive Council or a committee of the Executive Council, is as valid as if it had been passed at a meeting of the Executive Council or a committee of the Executive Council, including the Executive Committee.

(b)   Resolutions in writing contemplated by this section

(i)  may be signed in several counterparts, which counterparts together will constitute a single resolution in writing; and

(ii)  shall be filed with the minutes of the meetings of the Executive Council or committee of the Executive Council, as the case may be.

ARTICLE 7 -­ EXECUTIVE COMMITTEE

7.01     Composition

The members of the Executive Committee are:

(a)   the President;

(b)   the Vice-­President;

(c)   the Secretary; and

(d)   the Treasurer.

7.02     President

(a)   The President has the following powers and duties which may be exercised or performed in person or by delegation:

(i)  presides at all Association Meetings, conventions, conferences, Executive Council meetings, and Executive Committee meetings;

(ii)    is the chief representative of the Association;

(iii) is the primary spokesperson for the Association with respect to the Association’s policies, health care issues, and all other matters as determined by Executive Council;

(iv) is the chair of the Executive Committee and an ex-­officio member of all other committees;

(v)  keeps the Vice-­President informed of matters necessary to assume the duties of President;

(vi)   is responsible to implement the policies and decisions of Association Meetings and the Executive Council;

(vii)  reports to the Executive Council and the Association Meetings;

(viii) is responsible to ensure that the Association upholds the Constitution and Bylaws;

(ix)    may be a signing officer for financial transactions; and

(x)   performs other functions that the Executive Committee, by at least a Simple Majority vote, assigns to her.

(b)   If members of the Executive Council wish to remove the President from the office of President, the Executive Council must pass a motion of non-­confidence in the President by a vote of at least two-­thirds (2/3) of the members of the Executive Council present and voting at a regular meeting of the Executive Council.

(c)   After first passing the vote of non-­confidence described in subsection 7.02(b), the Executive Council may remove the President from office by a vote of at least three-­quarters (3/4) of the members of the Executive Council present and voting at a special meeting of the Executive Council, called by the Vice-­President or any two (2) other members of the Executive   Council.

(d)   After the President has been removed from office in accordance with subsections 7.02(b) and 7.02(c), the Vice-­ President is elevated to the office of President and the Executive Council shall fill the position of Vice-­President.

(e)   Except as provided in subsection 7.02(f), the President shall hold office from the end of the first Annual Meeting after being elected in the annual Executive Council election process described in section 5.04 until the earliest of:

(i)    the end of the second Annual Meeting after her term began;

(ii)    her death;

(iii)   her resignation;

(iv)   her removal from office according to the provisions of subsections 7.02(b) and 7.02(c); or

(v)    her ceasing to meet any of the qualifications set out in section 5.02.

(f)   When the Vice-­President is elevated to the office of President in the manner described in subsection 7.02(f), that individual holds office as President from the time of being elevated until the end of the next Annual   Meeting.

(g)   A Member who, at any time, has been removed from the office of President in accordance with subsection 7.02(b) or 7.02(c) is not entitled to be nominated or elected as President again.

7.03     Election of the Vice-­President, the Secretary, and the Treasurer

(a)   Any member of the Executive Council, except the President, is eligible to be nominated and elected as Vice-­President, Secretary, or Treasurer.

(b)   Each of the Vice-­President, Secretary, and Treasurer shall be elected by at least a Simple Majority of the members of the Executive Council present and voting at the first Executive Council meeting following the Annual Meeting.

(c)   When there are more than two nominees for any of the positions of Vice-­President, Secretary, or Treasurer and a majority vote is not achieved in an election, the nominee with the least number of votes will be removed from the ballot and voting will continue until a nominee is elected by at least a Simple Majority of the members of the Executive Council present and voting.

(d)   Each of the Vice-­President, Secretary, and Treasurer shall hold office from the time of being elected at the first Executive Council meeting after the Annual Meeting until the earliest of:

(i)     the end of the following Annual Meeting;

(ii)    her death;

(iii)  her resignation as a member of the Executive Council or from her office on the Executive Council;

(iv)    her ceasing to meet any one of the qualifications set out in section 5.02;

(v)   her ceasing to be a member of the Executive Council in accordance with subsection 5.06(b); or

(vi)   her removal from office according to the provisions of subsection 7.03(e).

(e)  Any individual holding the office of Vice-­President, Secretary, or Treasurer may be removed from her office by a vote of at least two-­thirds (2/3) of the Executive Council present and voting at a regular meeting of the Executive Council.

(f)    The Executive Council, by at least a Simple Majority vote, shall elect another member of the Executive Council to fill the vacancy in any office of the Vice-­President, Secretary, or Treasurer.

(g)   The individual appointed to fill a vacancy in accordance with Subsection 7.03(f) shall hold office for the remainder of her predecessor’s term of office.

7.04     The Vice-­President

The Vice-­President

(a)  shall assume the duties of the President at the President’s request or in the President’s absence;

(b)   may be a signing officer for financial transactions; and

(c)   shall perform other functions that the Executive Committee assigns to her.

7.05     The Secretary

The Secretary

(a)   is responsible for keeping accurate records of all official proceedings of the Association;

(b)   may be a signing officer for financial transactions; and

(c)   shall perform other functions that the Executive Committee assigns to her.

7.06     The Treasurer

The Treasurer

(a)   is responsible for keeping an accurate record of all financial transactions of the Association;

(b)   shall make recommendations to the Executive Council regarding the Association’s financial transactions;

(c)   is responsible to have the books and accounts of the Association verified by the auditor at least annually and presents an audited report and statement to the Annual Meeting;

(d)  shall annually review the banking and investment practices of the Association in consultation with the Finance Committee;

(e)   shall make recommendations to the Executive Council regarding the Association’s banking policies and procedures.

(f)   shall facilitate the preparation of a budget, setting out details of the estimated revenues and expenditures of the Association for each upcoming Fiscal Year;

(g)   shall chair the Finance Committee; and

(h)  shall be a signing officer for financial transactions and shall appoint the other signing officers for financial transactions.

ARTICLE 8 -­ EXECUTIVE DIRECTOR AND OTHER EMPLOYEES

8.01     Hiring

The Executive Council, or a committee of it, shall hire an Executive Director and any other employees it deems to be appropriate.

8.02     Responsibilities

The Executive Director and any other employees that the Executive Council hires shall carry out their respective functions according to the position descriptions that the Executive Council approves from time to time for the positions.

ARTICLE 9 -­ REGIONAL COUNCILS AND STEWARDS

9.01     Formation of Regional Councils

If Members in any Health Region want to form a Regional Council, they shall petition the Executive Council to constitute the Members of that Health Region as a Regional Council.

9.02     Authority of Regional Councils

(a)   The Executive Council may delegate to a Regional Council the authority to act on behalf of Members in the Regional Council on matters of local concern.

(b)   Regional Councils shall carry out their functions according to terms of reference that the Executive Council approves from time to time.

9.03     Duties of Regional Council Officers

(a)  Each Regional Council shall elect officers from among the Members in that Regional Council.

(b)   Regional Council officers shall conduct their affairs in a manner consistent with the objects of the Association as set out in the Constitution.

(c)   The Regional Council officers shall perform their functions in a manner consistent with the terms of reference that the Executive Council adopts from time to time for Regional Council officers.

9.04     Removal from the Regional Council

A Regional Council officer may be removed from office by at least a Simple Majority vote of the members of the Executive Council present and voting at any regular meeting of the Executive Council.

9.05     Stewards

(a)  A Regional Council may petition the Executive Council to receive direction from the Executive Council on the election, training and duties of stewards.

(b)   There will be no election of stewards without the approval of the Executive Council.

(c)   A steward shall represent Members on matters involving their employment.

(d)   In a Health Region that has one or more stewards, a Member may, but is not required to, use the services of a steward in circumstances where the Member requires representation in a matter involving her employment.

ARTICLE 10 -­ BOARD OF GOVERNORS

10.01     Board of Governors

The Executive Council shall appoint a Board of Governors according to the policy and procedures that the Executive Council establishes from time to time relating to the Board of Governors.

10.02     Qualifications

(a)   No individual shall become or continue to be a member of the Board of Governors if that individual:

(i)    is less than eighteen (18) years of age;

(ii)  is of unsound mind and has been so found by a competent tribunal or a court in Saskatchewan or elsewhere;

(iii)  has the status of bankrupt; or

(iv)  is not an Active Member.

(b)   Any Active Member who:

(i)    is not disqualified in accordance with subsection 10.02(a), and

(ii)  has served at least two (2) full terms on the Executive Council, at least one (1) of which was served on the Executive Committee,

is eligible to be appointed to the Board of Governors.

10.03     Term of Office

A member of the Board of Governors holds office from the time of her appointment until the earliest of:

(a)   the seventh annual anniversary after her appointment;

(b)   her ceasing to be qualified;

(c)   her resignation from the Board of Governors; or

(d)   her death.

10.04     Duties of the Board of Governors

The Board of Governors shall:

(a)  provide guidance and counsel to the Executive Council on all Constitution and Bylaw matters brought before the Executive Council;

(b)   vote on all Constitution and Bylaw matters in accordance with section 20.03;

(c) provide guidance and counsel to the Executive Council on all matters within the administration of the Association;

(d)  review the performance and duties of the Executive Director and make recommendations to the Executive Council regarding the Executive Director;

(e)   carry out committee functions in accordance with section 11.05;

(f)   carry out appeal functions in accordance with section 13.09;

(g) carry out review and guidance functions relating to budgetary matters in accordance with section 16.02 and vote on all budgetary matters in accordance with section 16.02;

(h)  carry out the Board of Governors’ functions relating to special appropriations in accordance with section 16.03; and

(i)   meet jointly with the Executive Council wherever required to do so in accordance with these Bylaws.

10.05     Attendance at Executive Council and Executive Committee Meetings

In order to carry out their duties, members of the Board of Governors may attend and be heard, but are not entitled to vote, at meetings of the Executive Council and the Executive Committee.

10.06     Save Harmless

The Association shall indemnify and save harmless from personal liability any member of the Board of Governors against all costs, charges, and expenses, including amounts paid to settle actions or satisfy judgments that the individual reasonably incurs with respect to any civil, criminal, administrative, investigative, or other proceedings in which the individual is involved because of her participation as a member of the Board of Governors if:

(a)   the individual acted honestly and in good faith with a view to the best interests of the Association; and

(b)   in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the individual had reasonable grounds for believing that her conduct was lawful.

ARTICLE 11 -­ COMMITTEES

11.01     Establishing Committees

(a)   The Executive Council may establish standing and special committees.

(b)   The Executive Council shall elect or appoint the Chair of each committee.

(c)   The Chair of each committee, within a reasonable period of time after her appointment, shall select the other members of the committee according to the following rules:

(i)   If the terms of reference for the committee set out any guidelines or rules as to the committee’s composition, the Chair shall follow those guidelines or rules.

(ii)    The majority of the members of each committee shall be Active Members.

(iii)   Except as provided in paragraph 11.01(c)(iv), and if possible and reasonable, no more than one Active Member from any one profession or occupation shall sit as a member of a committee.

(iv)    When a member of the Board of Governors sits on a committee, she is deemed to have been appointed to the committee from the Board of Governors, not from any particular profession or occupation of which she is also a member.

(d)   Immediately after appointing the committee members, the Chair of each committee shall file the names of the committee members with the Secretary.

11.02     Standing Committees

A standing committee is a committee that exists from year to year.

11.03     Special Committees

A special committee is a committee formed for a specific purpose and dissolved after the completion of that purpose.

11.04     Committee Terms of Reference

(a)   The Executive Council shall determine the terms of reference for each committee and, in doing so, shall include:

(i)    whether the committee is a standing committee or a special committee;

(ii)   the type of committee (e.g. whether it is a working committee, a discussion committee, or a task force);

(iii)   the committee’s duties and powers;

(iv)   the composition of the committee;

(v)    the assignment of any of the Association’s staff members to assist the committee;

(vi)   any special method of operation (e.g. meetings in person or by telephone); and

(vii)  time(s) and method of reporting.

(b)   Unless the Executive Council provides otherwise in a committee’s terms of reference, every committee is deemed to act solely as an advisor to the Executive Council.

11.05     Members of the Board of Governors on Committees

(a)   In addition to the committee members that the committee Chair appoints, the Executive Council may appoint any member of the Board of Governors to a committee that the Executive Council establishes.

(b)   Except as provided in subsection 11.05(c), a member of the Board of Governors who has been appointed to a committee has the right to vote on all matters that come before that committee.

(c)   Members of the Board of Governors who sit on the Finance Committee or on the Governance Committee have the right to be heard but not to vote at meetings of those committees.

11.06     Removal of a Committee Member from Office

A member of a committee may be removed from a committee by a vote of at least a Simple Majority of those present and voting at a duly-­constituted meeting of that committee.

ARTICLE 12 -­ COLLECTIVE AGREEMENTS

12.01     Meaning of “provincial Collective Agreement”

For the purposes of this article 12, “provincial Collective Agreement” means the Collective Agreement between the Association and SAHO Inc. or its successors or assigns.

12.02     Negotiating Committee

(a)   The Executive Council shall elect or appoint a Chair of the Negotiating Committee.

(b)   The Chair of the Negotiating Committee shall select members of the Negotiating Committee in accordance with the procedures set out in subsection 11.01(c).

(c)   The Negotiating Committee shall:

(i)    be responsible for negotiating the provincial Collective Agreement with Employers or organizations of Employers;

(ii)    communicate with Active Members in the applicable Bargaining Unit about a proposed provincial Collective Agreement for that Bargaining Unit;

(iii)   report regularly to the Executive Council to obtain the Executive Council’s directions during the negotiation of a proposed provincial Collective Agreement; and

(iv)   make recommendations to only the Executive Council with respect to the terms and conditions of a proposed provincial Collective Agreement.

12.03   Negotiation of Other Collective Agreements

In addition to the provincial Collective Agreement, the Association may negotiate, in the manner that the Executive Council directs from time to time, other Collective Agreements between Employers or organizations of Employers and Members of the Association who are members of other Bargaining Units.

12.04     Ratification of Collective Agreements

(a)   The Executive Council shall have the sole responsibility to recommend that the Active Members accept or reject the terms of any proposed Collective Agreement and, for that purpose, shall cause the terms of any proposed Collective Agreement to be communicated to the Active Members in the applicable Bargaining Unit to facilitate ratification of any proposed Collective Agreement for that Bargaining Unit.

(b)   The Executive Council shall conduct a vote on a proposed Collective Agreement and the provisions of article 4 and this section 12.04 shall apply to all matters relating to the conduct of that vote.

(c)    Each Active Member in the applicable Bargaining Unit shall have one vote by mail-­in ballot in respect of a proposed Collective Agreement.

(d)   A proposed Collective Agreement is deemed to be ratified when approved by at least a Simple Majority of the mail-­in ballots returned from the Active Members in the applicable Bargaining Unit.

ARTICLE 13 -­ DISCIPLINE

13.01     Charges

(a)   Except as otherwise provided in the laws of Saskatchewan or in subsection 13.01(c), charges may be laid against a Member if the Member has committed any one or more of the following acts:

(i)      violated any provision of the Constitution or the Bylaws;

(ii) obtained membership in the Association through fraudulent means or misrepresentation;

(iii)  willfully published or circulated, verbally or otherwise, among the Members false reports or misrepresentations concerning any Member of the Association in respect of any matter connected with the affairs of the Association;

(iv)  acted in a manner inconsistent with the objects of the Association set out in the Constitution;

(v)     worked during a legal work stoppage (unless specifically authorized by a decision of the Executive Council);

(vi)    committed conduct unbecoming of a Member of the Association.

(b)   A charge may be laid against a Member by either:

(i)    another Member who has reasonable grounds to believe that the Member has committed one or more of the acts listed in subsection 13.01(a); or

(ii)    the President, acting on behalf of the Association, if the President has reasonable grounds to believe that the Member has committed one or more of the acts listed in subsection 13.01(a).

(c)   No member of the Executive Council or the Board of Governors may be charged under this article for actions taken or not taken by the Executive Council or the Board of Governors as a whole if the members of the Executive Council or the Board of Governors, as the case may be, were acting honestly and in good faith with a view to the best interests of the Association at the time the actions to which the charge(s) relate were taken or not taken.

13.02     Form of a Charge

A charge must contain the following information, in writing, and must be delivered to the Secretary:

(a)   the name, address, telephone number and signature of the Member laying the charge, and where the President is laying the charge on behalf of the Association, clear evidence that the President is acting on behalf of the Association in laying the charge;

(b)   the name of the Member charged;

(c)   the facts that form the basis of the charge;

(d)   if the charge relates to an alleged violation of the Constitution or the Bylaws, the section(s) of the Constitution or the Bylaws which it is alleged have been violated; and

(e)   whether the Member laying the charge has personal knowledge of the facts and, if not, where the information is derived from.

13.03     Time for Bringing Charge

(a)   A charge shall be delivered to the Secretary within thirty (30) days after the date on which the Member laying the charge knew or ought to have known of the action or circumstances giving rise to the charge.

(b)   No charge may be laid after the time period described in subsection 13.03(a) has expired.

13.04     Notice to the Charged Member

(a)   The Secretary, as soon as practicable after receiving the information described in section 13.02, shall deliver a copy of the charge to the charged Member by mail, ensuring proof of delivery.

(b)   The Secretary, when delivering the copy of the charge as required in subsection 13.04(a), shall also give the charged Member:

(i)    a copy of this article 13 of the Bylaws;

(ii)   written notice that the charged Member is required to provide a written response to the charge within fifteen (15) days after notice of the charge was actually delivered to the charged Member; and

(iii)  written notice that the charged Member’s response may be limited to admitting or denying the charge.

13.05     Investigator

(a)   Immediately after the Secretary receives the information described in section 13.02, she shall advise the Executive Council and ask the Executive Council to appoint an investigator.

(b)   Immediately after the Secretary has advised the Executive Council as required in subsection 13.05(a), the Executive Council shall appoint an investigator who may, but need not, be a Member.

(c)  The investigator that the Executive Council appoints shall conduct a preliminary investigation of each charge and, for this purpose, is entitled to consider whatever evidence and facts she deems to be relevant.

(d)  After completing the investigation, the investigator shall advise the Executive Council whether or not the charge has sufficient merit to warrant proceeding to a trial, in whole or in part, and make a recommendation.

(e)   After receiving the investigator’s advice and recommendation, the Executive Council shall determine, by at least a Simple Majority of those present and voting at a regular meeting, whether the charge has sufficient merit to warrant proceeding to a trial, in whole or in part.

13.06     Trial

(a)   If the Executive Council determines that a charge has sufficient merit to warrant a trial, the Executive Council shall:

(i)    give notice to the charged Member of that fact; and

(ii)   appoint a hearing panel to conduct a disciplinary proceeding.

(b) The hearing panel shall be comprised of at least three (3) but not more than five (5) individuals, who may, but need not, be Members, but, in any event, may not include the President.

(c)   The hearing panel will hear and receive evidence in accordance with the following principles:

(i)    A charged Member has the right to know the charge against her and to have all of the necessary particulars of the charge.

(ii)   A charged Member must be given reasonable notice of the charge prior to any hearings and must be given reasonable notice of the hearing date.

(iii)  The hearing must be conducted in substantial compliance with the intent and purpose of the Constitution and the Bylaws.

(iv)  A charged Member and a Member laying a charge have the right to call evidence, introduce documents, cross-­examine witnesses, and make submissions.

(v)    The trial must be conducted in good faith and without actual bias.

(vi)  The hearing panel is not bound by the strict rules of evidence; however, any verdict reached must be based on the actual evidence adduced and not influenced by any matters outside the scope of the evidence.

(vii)  A charged Member and a Member laying a charge have the right to counsel.

13.07     Decision

(a)   As soon as practicable after the conclusion of the hearing, the hearing panel shall prepare a written decision and give notice of it to:

(i)    the Executive Council;

(ii)   the Member laying the charge; and

(iii)  the charged Member.

(b)   If the hearing panel finds the charged Member guilty of the charge laid, the hearing panel shall decide the appropriate level of discipline, considering all of the circumstances.

(c)   If the hearing panel considers it to be appropriate, the hearing panel may give notice to the charged Member and the Member laying the charge that it wishes to receive submissions from them before imposing any discipline.

(d)   Discipline may include the following:

(i)    a written warning;

(ii)   removal from office or position in the Association;

(iii)  a fine not in excess of $25,000;

(iv)   suspension or expulsion from membership in the Association; and

(v)    any other measure that the hearing panel deems appropriate or necessary.

13.08     Expenses

(a)  The Executive Council, in its sole and unfettered discretion, may reimburse the charged Member, the Member laying the charges, or the witnesses, or any of them, for their expenses incurred in respect of any discipline matters described in this article 13.

(b)   If the Association incurs expenses as a result of processing a charge and the process is not completed due to the Member laying the charges not participating in the hearing, the Association may bill that Member for those expenses and that Member shall immediately remit those expenses as a debt due and owing to the Association.

13.09     Appeal

(a)   A Member found guilty of a charge under this article 13 has the right to appeal the decision of the hearing panel to the Board of Governors.

(b)   A Member wishing to appeal a decision of the hearing panel to the Board of Governors must submit a written notice of appeal to the Board of Governors within thirty (30) days after being given notice of the decision of the hearing panel.

(c)   The Board of Governors shall give notice to the charged Member and the Member laying the charge that they are invited to submit to the Secretary their written submissions on questions of law.

(d)  If they decide to file written submissions, the charged Member and the Member laying the charges shall file their written submissions with the Secretary within thirty (30) days after receiving the notice inviting their submissions.

(e)   In considering the appeal, the Board of Governors may consider only questions of law.

(f)   The Board of Governors shall render its decision on the appeal within thirty (30) days after receiving the last of the written submissions received according to the deadline imposed in subsection 13.09(d).

(g)   The Board of Governors’ decision on an appeal is final and binding on the parties.

(h)   In the case of a Member being suspended or expelled from membership in the Association, the penalty will not be implemented in a manner that affects the Member’s employment pending the resolution of the appeal.

ARTICLE 14 -­ NOTICES

14.01 Notices

(a)   Unless otherwise specifically provided in the Bylaws, any notice (which includes any communication or document) to be given (which includes sent, delivered or served) pursuant to the Bylaws will be sufficiently given if:

(i)    delivered personally to the person to whom it is to be given; or

(ii)   delivered to her latest address as shown on the records of the Association; or

(iii)  mailed to her at her latest address as shown on the records of the Association by prepaid ordinary or airmail; or

(iv)  sent to her by facsimile or other means of electronic communication at her latest facsimile or electronic communication address shown on the records of the Association.

(b)   A notice given as described in paragraph 14.01(a)(i) or 14.01(a)(ii) will be deemed to have been given when it is delivered personally or to the address shown on the records of the Association.

(c)   A notice mailed as described in paragraph 14.01(a)(iii) will be deemed to have been given on the fourth (4th) day after the date of mailing.

(d)   A notice given as described in paragraph14 .01(a)(iv) will be deemed to have been given on the date the sender receives back the facsimile or other electronic communication answer confirming receipt by the recipient.

(e)   The Secretary may change or cause to be changed the recorded address, facsimile number or any other electronic address or number of any Member in accordance with any information which he or she reasonably believes to be reliable.

ARTICLE 15 -­ FISCAL YEAR

15.01     Fiscal Year

Unless otherwise determined by the Executive Council, the Fiscal Year of the Association shall terminate on August 31st of each calendar year.

ARTICLE 16 -­ FINANCIAL AFFAIRS

16.01     Accounts and Records

The Executive Council shall cause to be kept the proper records and accounts of all transactions of the Association.

16.02     Budget

(a)   Before the end of each Fiscal Year, the Finance Committee shall provide to the Executive Council a proposed Association budget for the next Fiscal Year.

(b)   At its last meeting in each Fiscal Year, the Executive Council will consider the Finance Committee’s proposed budget for the next Fiscal Year and, by at least a Simple Majority of those present and voting, will also:

(i)    approve it;

(ii)   approve it with amendments; or

(ii)   reject it and request the Finance Committee to prepare a new proposed budget.

(c)  After the Executive Council approves a proposed budget, or a proposed budget with amendments, it will forward it to the Board of Governors for its consideration.

(d)   The Board of Governors will consider the Executive Council’s proposed budget and, by a least a Simple Majority of those present and voting at a Board of Governors meeting, will also:

(i)    approve it;

(ii)   approve it with amendments; or

(iii)  reject it.

16.03     Special Appropriations

(a)   The Finance Committee shall submit to the Executive Council all proposed special appropriations exceeding the provisions of the approved budget for a Fiscal Year.

(b)  The Executive Council will consider the Finance Committee’s proposed special appropriations and, by at least a Simple Majority of those present and voting at a meeting called to consider them, will also:

(i)    approve them;

(ii)   approve them with amendments; or

(iii) reject them, or any of them, and request the Finance Committee to prepare a new request for the special appropriations that were rejected.

(c)   After the Executive Council approves one or more special appropriations, or approves special appropriations with amendments, it will forward them to the Board of Governors for its consideration.

(d)  The Board of Governors will consider the Executive Council’s proposed special appropriations or special appropriations with amendments and, by at least a Simple Majority of those present and voting at a meeting called to consider them, will also:

(i)    approve them;

(ii)   approve them with amendments; or

(iii)  reject them, or any of them.

16.04     Joint Meeting to Resolve Issues

(a)   If the Board of Governors rejects the proposed budget or the special appropriations or any of them, then the Board of Governors and the Executive Council shall hold a joint meeting to resolve the issues.

(b)  If the Board of Governors and the Executive Council, meeting jointly, cannot resolve the issues relating to the proposed budget or the special appropriations, the President shall call a Special Meeting or include the matter on the agenda for the next Annual Meeting, whichever would occur first, for a resolution by at least a Simple Majority of the Delegates present and voting at that meeting.

16.05     Financial Statements

(a)   The Executive Council, by at least a Simple Majority, shall, approve the quarterly unaudited and annual audited financial statement of the Association.

(b)   The Treasurer or her designate shall present to the Delegates at every Annual Meeting:

(i)   the financial statements for the most recent Fiscal Year ended before that Annual Meeting;

(ii)   the report of the auditor on the financial statements for the most recent Fiscal Year ended before that Annual Meeting; and

(iii)   any further information respecting the financial affairs of the Association.

(c)   The Delegates at the Annual Meeting, by at least a Simple Majority of those present and voting, shall receive the annual audited financial statements of the Assocation.

(d)   Following the Annual Meeting, any Member may request and the Association will deliver to that Member a copy of the Associations’s most recently approved annual audited financial statements and the report of the auditor.

16.06     Auditor

The Delegates shall appoint the auditor by at least a Simple Majority of the Delegates present and voting at the Annual Meeting.

16.07     Expense Guidelines

(a)   The Finance Committee, from time to time, will submit to the Executive Council expense guideline recommendations relating to reimbursement of members’ expenses, including the cost of travel, meals, and accommodations.

(b)   The Executive Council, from time to time, after considering but not necessarily being bound by the Finance Committee’s expense guideline recommendations, shall approve expense guidelines relating to the reimbursement of Members’ expenses, including the cost of travel, meals, and accommodations.

16.08     Member Expense Reimbursement

(a)   A Member who has incurred expenses while engaged in the business of the Association (as approved by the Executive Council), including loss of wages while on Association business, may submit to the Treasurer a claim for reimbursement of those expenses, and shall include all receipts required according to the current approved expense guidelines.

(b)   If the Executive Council determines that the expenses a Member submits for reimbursement are legitimate, the Executive Council will approve them according to the current approved expense guidelines.

16.09     Executive Council Remuneration and Expense Reimbursement

(a)   Except as provided in subsection 16.09(b), each member of Executive Council shall serve in that capacity without remuneration.

(b)   A member of the Executive Council may be reimbursed according to the approved expense guidelines for expenses incurred in the course of carrying out her duties, and may be remunerated for services performed for or on behalf of the Association in the manner and in the amount approved by the Executive Council.

16.10     Authorization of Funds

(a)   The Association shall transact its financial business, or any part of it, with banks, trust companies, credit unions, or other bodies corporate or organizations that the Executive Council designates from time to time.

(b)   The Treasurer shall specify the signing officers who will be authorized to transact its financial business, or any part of it, including the power to sign cheques.

16.11     Borrowing Powers

The Association, by resolution approved by at least a Simple Majority of the Delegates present and voting at an Association Meeting or by a resolution of the Executive Council, approved by at least a Simple Majority of the members of the Executive Council present and voting, may borrow money necessary for the conduct of the affairs of the Association and may give security that may be necessary to secure the borrowing.

16.12     Liquidation and Dissolution

(a)   Except as provided in paragraph 2.04(c)(vi), upon the liquidation and dissolution of the Association, the remaining property of the Association shall be distributed in equal shares to the individuals who are Members on the date of the liquidation and dissolution.

(b)   Except for the general direction given in subsection 16.12(a), all details of the liquidation and dissolution will be handled in the manner determined by the Executive Council.

ARTICLE 17 -­ EXECUTION OF INSTRUMENTS

17.01     Procedure

Contracts, documents, and instruments in writing requiring the execution by the Association shall be signed in the manner provided in the signing policy established from time to time by the Executive Council.

ARTICLE 18 -­ LIABILITY OF MEMBERS

18.01   No Personal Liability

No Member of the Association shall be liable, in her personal capacity, for any debt or liability of the Association.

ARTICLE 19 -­ PROCEDURE

19.01     Robert’s Rules

Except where otherwise provided in the Bylaws, all matters of procedure at any meeting of the Association or the Executive Council shall be decided in accordance with Robert’s Rules of Order.

ARTICLE 20 -­ CONSTITUTION AND BYLAW AMENDMENTS

20.01     Majority Required

Subject to compliance with sections 20.02, 20.03, and 20.04, any provision of the Constitution or the Bylaws may be enacted, amended, repealed, or replaced by a vote of at least two-­thirds (2/3) of the votes cast by the Delegates present and voting at an Association Meeting.

20.02     Presenting Resolutions Affecting the Constitution and Bylaws

A resolution affecting the Constitution or the Bylaws may be presented to an Association Meeting only if:

(a)   it has been put forward by:

(i)    the Executive Council; or

(ii)  a group of at least ten (10) Active Members who have given written notice of their resolution to the Secretary at least sixty-­five (65) days before the Association Meeting at which those Members intend for their resolution to be considered;

and

(b)   there has been full compliance with the rules set out in section 20.03.

20.03     Rules for Resolutions Affecting the Constitution or Bylaws

(a)   If a resolution affecting the Constitution or the Bylaws comes to the Secretary from the Executive Council, the following rules apply:

(i)    Before the Executive Council sends the resolution to the Secretary, the resolution must have received the support of at least two-­thirds (2/3) of the members of the Executive Council present and voting at a meeting of the Executive Council, and in this subsection 20.03(a), when a such a resolution has been so approved, it shall be called an “Executive Council approved resolution.”

(ii)    If a resolution has not received the support of at least two-­thirds (2/3) of the members of the Executive Council present and voting at a meeting of the Executive Council, the resolution shall die.

(iii)  The Executive Council shall forward its Executive Council approved resolution to the Board of Governors for its consideration.

(iv)    If the Board of Governors ratifies the Executive Council approved resolution by at least a two-­thirds (2/3) majority of those present and voting at a meeting of the Board of Governors, the Board of Governors shall notify the Executive Council of its approval and the Executive Council will ensure that the resolution goes to the Members with the notice of the Association Meeting.

(v)    If the Board of Governors does not ratify the Executive Council approved resolution by at least a two-­ thirds (2/3) majority of those present and voting at a meeting of the Board of Governors, the Board of Governors shall notify the Executive Council of its decision and the Executive Council and the Board of Governors shall meet to attempt to reach agreement on the resolution.

(vi)   If the Executive Council and the Board of Governors cannot reach agreement on the Executive Council approved resolution, the Secretary shall forward the full text of the resolution to the Members with the notice of the Association Meeting along with the details of the disagreement between the Executive Council and the Board of Governors.

(b)   If a resolution affecting the Constitution or the Bylaws comes to the Secretary from a group of at least ten (10) Active Members, the following rules apply:

(i)    The Secretary shall forward the resolution to the Executive Council for its consideration.

(ii)   If the Executive Council does not approve the resolution by at least a two-­thirds (2/3) majority of those present and voting at a meeting of the Executive Council, the resolution shall die.

(iii)  If the Executive Council approves the intent of the resolution by at least a two-­thirds (2/3) majority of those present and voting at a meeting of the Executive Council:

(A)   the Executive Council may make amendments to the resolution if, in the view of the members of the Executive Council, the amendments are in keeping with the spirit of the resolution, and may do so by at least a Simple Majority of the members of the Executive Council present and voting at a meeting of the Executive Council; and

(B)   it shall forward the resolution, as amended, if applicable, to the Board of Governors for its consideration.

(iv)  If the Board of Governors ratifies, by at least a two-­thirds (2/3) majority of those present and voting at a meeting of the Board of Governors, the resolution it receives from the Executive Council, the Board of Governors shall notify the Executive Council of its approval and the Executive Council will ensure that the resolution goes to the Members with the notice of the Association Meeting.

(v)   If the Board of Governors does not ratify, by at least a two-­thirds (2/3) majority of those present and voting at a meeting of the Board of Governors, the resolution it receives from the Executive Council, the Board of Governors shall notify the Executive Council of its decision and the Executive Council and the Board of Governors shall meet to attempt to reach agreement on the resolution.

(vi)  If the Executive Council and the Board of Governors cannot reach agreement on the resolution, the Secretary shall forward the full text of the resolution, as amended by the Executive Council, if applicable, to the Members with the notice of the Association Meeting along with the details of the disagreement between the Executive Council and the Board of Governors.

20.04     Amendments from the Floor

(a)  Delegates voting at an Association Meeting on a resolution affecting the Constitution or Bylaws may amend, on the floor of the Association Meeting, the resolution of which they received written notice, but no amendment may propose a change greater in scope than that for which notice was given.

(b)   If Delegates at an Annual Meeting wish to amend a resolution affecting the Constitution or Bylaws in a manner   that effects a change greater in scope than that for which notice was given, they may bring their proposed amendment before the next Association Meeting by complying with the provisions of section 20.02 and following the rules set out in subsection 20.03(b).

ARTICLE 21 -­ CODE OF ETHICS

21.01     Code

Each of the following acts shall constitute conduct unbecoming a Member of the Association:

(a)   crossing a picket line established by the Association;

(b)   obtaining or soliciting membership by misrepresentation;

(c)   knowingly failing to comply with the Constitution or the Bylaws;

(d)  knowingly publishing or circulating false reports or misrepresentations among the Members;

(e)   working in the interests of another union to the detriment of the Association;

(f)   without proper authority using the name of the Association to solicit funds or to advertise;

(g)   misappropriating assets belonging to the Association;

(h)   furnishing to anyone, without proper authority or for any purpose not in the best interest of the Association, a list or a portion of a list of Members of the Association;

(i)   failing, without reasonable excuse, to pay initiation fees, membership dues, or assessments of the Association;

(j)   slandering or libelling, that is, spreading defamatory comments, either verbally or in writing, which would tend to injure the reputation of a Member or an officer of the Association or any of the component parts of the Association;

(k)   failing to follow the lawful order of the Chair of any Association Meeting or its component parts to the point where business of the Association Meeting may not be fairly and reasonably conducted;

(l)   interfering with the performance of the duties of any officer of the Association or its component parts;

(m)   engaging in conduct detrimental or prejudicial to the best interest of the Association;

(n)   wilfully neglecting the duties of an elected Association position;

(o)   failing to follow the lawful directions and ruling of the Executive Council;

(p)   filing frivolous, unnecessary or vindictive charges against a Member of the Association;

(q)   harassing any Member or staff member of the Association; and

(r)   violating the published policies of the Association.


In the event of a discrepancy between the online version of the HSAS Constitution & Bylaws and the original signed hard copy, the original signed hard copy content will supersede the online content of the document.

Please report any discrepancies found in the online version of the HSAS Constitution & Bylaws to communicate@hsas.ca.

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