Revised March 2017.
- ARTICLE I | DEFINITIONS
- ARTICLE II | MEMBERSHIP
- ARTICLE III | ANNUAL FEES
- ARTICLE IV | MEETINGS OF MEMBERS
- ARTICLE V | DIRECTORS
- ARTICLE VI | ELECTION OF DIRECTORS
- ARTICLE VII | OFFICERS
- ARTICLE VIII | FINANCES
- ARTICLE IX | MAINTENANCE OF MINUTES AND RECORDS
- ARTICLE X | AMENDING THE BYLAWS
- ATTACHMENT A | COMMITTEES
ARTICLE I | DEFINITIONS
In these and all other by-laws of the Association, unless context otherwise requires or specifies:
- “Act” means The Non-Profit Corporations Act, 1995, as amended or replaced from time to time, and in the case of such amendment, any references in the bylaws of the corporation shall be read as referring to the amended provisions.
- “Board”, “the Directors”, and “Board of Directors” means the Directors of the Association as outlined in Article 6.
- “Bylaw” means any bylaw of the Association from time to time in force and effect.
- “Member” for most purposes of these bylaws means an active, joint, or affiliate member.
- “Regulations” mean the Regulations made under the Act.
- “Association” means the Pharmacists’ Association of Saskatchewan, Inc.
- Words imparting the masculine shall include the feminine, and words imparting the singular shall include the plural and vice versa.
- The headings in these bylaws are inserted for convenience of reference only and shall not be considered in constructing the terms there of or to be deemed in any way to clarify, modify, or explain the effect of any such terms.
- “Good Standing” for purposes of this bylaw, a person shall be deemed to be in Good Standing provided such person:
- Has not been suspended or expelled from membership, or had other restrictions or sanctions imposed;
- Has completed and remitted all documents as required by the Corporation;
- Has complied with and otherwise operates in accordance with the bylaws, policies, procedures, rules and Regulations of the Corporation;
- Has not acted in a manner that may bring the reputation of the Corporation into disrepute; and
- Has paid all required membership dues or debts to the Corporation, if any.
ARTICLE II | MEMBERSHIP
2.0 Categories of Membership
The membership of the Association shall consist of active members, joint PAS/CSHP members, affiliate members, auxiliary members, retired pharmacist members and student members.
2.1 Active Membership
An active member is entitled to all privileges of membership including malpractice liability insurance, the right to be a Director (if elected), and the right to vote in Director Elections and at meetings of members. Active membership shall be open to any person registered and licensed as a pharmacist in Saskatchewan, who applies for membership, and pays the fees established by the Board of Directors.
2.2 Joint PAS/CSHP Membership
A joint PAS/CSHP member is entitled to all privileges of membership including malpractice liability insurance, the right to be a Director (if elected) and the right to vote in Director Elections and at meetings of members. Joint PAS/CSHP Membership is a subclass of active membership and shall be open to any person registered and licensed as a pharmacist in Saskatchewan and who holds a current and valid membership in the Canadian Society of Hospital Pharmacists, who applies for membership, and pays the fees established by the Board of Directors.
2.3 Affiliate Membership
An affiliate member is entitled to limited privileges of membership as determined from time to time by the Board of Directors. Affiliate members are not entitled to vote, are not permitted to be a Director and are not entitled to malpractice liability insurance. Affiliate membership shall be open to any person registered as a practicing or non-practicing pharmacist in any Canadian province or territory and employed directly or indirectly in the profession of pharmacy and who has an interest in the conduct of the profession in Saskatchewan, and who applies for membership, and pays the fees established by the Board of Directors.
2.4 Auxiliary Membership
An auxiliary member is entitled to limited privileges of membership as determined from time to time by the Board of Directors. Auxiliary members are not entitled to vote and are not permitted to be a Director. Auxiliary membership shall be open to any person who is not a pharmacist and has an interest in the profession and affairs of the Association, who applies for membership, and pays the fees established by the Board of Directors.
2.5 Retired Pharmacists Membership
A retired pharmacist member is entitled to limited privileges of membership as determined from time to time by the Board of Directors. Retired pharmacist members are not entitled to vote and are not permitted to be a Director. Retired pharmacist membership shall be open to any person who has permanently ceased to practice pharmacy, which applies for membership, and pays the fees established by the Board of Directors.
2.6 Student Membership
A student member is entitled to all privileges of membership as determined from time to time by the Board of Directors. Student members are not entitled to vote and are not permitted to be a Director. Student membership shall be open to any person enrolled in the pharmacy program in the College of Pharmacy and Nutrition at the University of Saskatchewan, who applies for membership. Student membership fees shall be set by the Board of Directors.
ARTICLE III | ANNUAL FEES
3.1 Annual Payment
Fees shall be payable annually in such amounts and at times as the Board of Directors shall determine from time to time.
All annual fees are non-refundable.
3.3 Late Payment
Any member who is late thirty days or more in payment of annual or other fees shall be considered in default, provided that at least two notices have been sent stating that the annual fees are due and payable.
ARTICLE IV | MEETINGS OF MEMBERS
4.1 Notice of Meetings
Notice of the time and place of Annual and Special meetings of members shall be sent, not less than 14 days or more than 50 days before the meeting, to each member entitled to attend the meeting.
An active or joint member is entitled to one vote on any question.
Active and joint members shall vote by a show of hands except where a secret ballot is moved by a member in attendance before a show of hands.
Forty (40) active and joint members personally present at a meeting shall constitute a quorum.
4.4 Conduct of Meetings
The rules contained in the latest revised edition of Robert’s Rules of Order shall govern the conduct of meetings in all cases to which they are applicable, and in which they are consistent with the bylaws.
4.5 Annual Meeting
An Annual meeting of active and joint members shall be held each fiscal year at a time and place to be fixed by the previous annual meeting or by the Directors.
4.6 Special Meeting of Members
The Board may call a special meeting of active and joint members at any time. Upon the written request of at least 10% of the active and joint members a special meeting shall also be convened.
No business may be transacted at a meeting of members unless the notice of meeting states the nature of the business in sufficient detail to permit members to form a reasoned judgment thereon.
ARTICLE V | DIRECTORS
The Directors shall set policy regarding the management, the activities and affairs of the Association.
Any Active member or Joint PAS/CSHP member is eligible to become a Board member.
The members of the Board shall be:
Eight (8) members elected at large in accordance with Article VI of the Bylaws
The Board, as established in the board policy documents, may also include the following appointments:
- Student – Senior Stick Elect, College of Pharmacy and Nutrition
- Representative appointed by the College of Pharmacy and Nutrition
- Representative appointed by the Canadian Society of Hospital Pharmacists (CSHP) – Saskatchewan Branch
- The member who has been appointed as the Association's Representative to the Canadian Pharmacists Association
An Appointed Director shall have the same right to vote at board meetings as an elected director.
5.4 Term of Office
The elected term of office shall normally be three years commencing at the next available Board meeting following the election. It is expected that no more than 1/3 of the Board members will be up for election in any one year.
Directors are limited to serving two consecutive three-year terms.
5.5 Removal of Director
The active and joint members may, by ordinary resolution at a meeting called for that purpose, remove any Director(s) from office by 2/3-majority vote.
The Board members may meet together at the places they think fit to dispatch business, adjourn and otherwise regulate their meetings as they see fit.
Quorum for a Board of Directors meeting shall be at least 50% of the Directors.
The Chair shall be chairman of all meetings of the Board, but if at a meeting the Chair is not present within 30 minutes after the time appointed for holding the meeting, the Vice-Chair shall act as Chair, but if neither is present the Director’s may choose one of their numbers to be chair at that meeting.
Questions arising at a meeting of the Board and committees of the Board shall be decided by consensus. Where consensus is not achieved, the decision will be decided by a majority of votes. Any member of the Board may request a majority vote on an issue. Any member of the Board may request a recorded vote. All elected Directors shall have a vote at Directors Meetings. In the case of a tie vote, the motion is lost. The Chair does not have a casting vote.
5.7 Powers and Authorities
Responsibilities for the policies, procedures and direction of the Association shall be vested in the Board. In addition to the powers and authority given by these bylaws or under the Act, the Directors shall have full power to make such rules and regulations as they deem necessary, provided that such rules and regulations are consistent with the bylaws or objects of the Association.
5.8 Committees of the Board
The Board may appoint standing or special committees to assist in the conduct of business. The Board will determine the make-up, structure, duration, reporting relationship, and terms of reference for those committees.
ARTICLE VI | ELECTION OF DIRECTORS
For the purposes of voting, an active or joint member in good standing by the date of the call for nominations shall be deemed to be a voting member of the Pharmacists’ Association of Saskatchewan, Inc.
6.2 Vacancy on the Board
If a vacancy occurs on the Board of Directors, the Board may appoint at its discretion a new Director from the active and joint membership eligible to serve, until the end of the term of the Director to be replaced, or the full two-year term if replacement is due to a lack of nominations for the Board positions. No act or proceeding of the Board is invalid by reason of there being less than the prescribed number of Directors in office.
6.3 Returning Officer
The CEO or his or her designate shall act as Returning Officer.
6.4 Call for Nominations
All active and joint members eligible to vote shall be sent a call for nominations by the Returning Officer at least two months prior to the election for the Director(s) whose term is due to expire.
6.5 Nomination Signatures
A written nomination for the office of Director shall be signed by three active and/or joint members and shall be forwarded to the Returning Officer not later than 30 days prior to the date of election. Any member eligible to vote can nominate one candidate each year.
If the number of candidates nominated does not exceed the number to be elected, the returning officer shall declare those so nominated to be elected as a Director of the Board
6.7 Shortage of Nominees
If the call for nominations fails to produce at least one nominee for each vacancy on the Board of Directors, the members shall be notified of such failure. At the time of notification, the members shall also be notified that the Board of Directors may fill the remaining vacancy (ies) by appointment.
6.8 Ballot Format
The names of those active and/or joint members properly nominated shall be placed on a ballot, the format of which shall be determined by the Returning Officer, in alphabetical order and be sent to each active and joint member using the address (either email or mail) shown in the most recent list of members at least 20 days prior to the date of the election.
6.9 Ballot Counting
The Returning Officer shall be responsible to see that all ballots properly received are verified and tabulated in the presence of two scrutineers, and shall declare that the nominee with the greatest numbers of votes to be a Director of the Board. Scrutineers for any election shall be two active and/or joint members not nominated for election.
6.10 Candidate Agent
Any candidate or his or her agent is entitled to be present at, but in no way participate in, the verification and tabulation of ballots.
6.11 Tie Vote
In the event of a tie vote, the Returning Officer, in the presence of the scrutineers, shall place one ballot which has been marked for each candidate thus tied into a suitable container and the Returning Officer shall draw one ballot at random to determine the person to be elected.
6.12 Destruction of Ballots
At the first meeting of the Board following an election, the Chair shall call for a motion to have the ballots (electronic or mail-in) of that election destroyed. Following the passing of that motion all results are considered to be final.
ARTICLE VII | OFFICERS
The Officers of the Association shall consist of the Chair, the Vice-Chair, the Chair of the Governance Committee, and the CEO. All Officers except for the Executive Director shall be Directors.
7.2 Term of Office
Chair: The term of office for the Chair shall be one year. A Chair may not serve more than four consecutive terms
Vice-Chair: The term of office for the Vice-Chair shall be one year. A Vice- Chair may not serve more than four consecutive terms.
7.3 Election of Officers
Chair: The Chair of the Association shall be elected by majority vote of the Directors present at the first meeting of the incoming Board held after the Board election.
Vice-Chair: The Vice-Chair of the Association shall be elected by majority vote of the Directors present at the first meeting of the incoming Board held after the Board election.
The Chair of the Governance Committee is selected by the Committee at its first meeting following the Annual General Meeting.
7.4 Duties and Powers of the Officers
7.4.1 The Chair
The Chair shall be the Principle Officer of the Association, shall chair all meetings of the Board and all Annual or Special General Meetings and shall be a member of all committees of the Board as ex-officio.
7.4.2 The Vice-Chair
The Vice-Chair shall generally assist the Chair and shall, in the temporary absence or disability of the Chair, perform his or her duties and possess his or her authority.
Upon the expressed assignment of the Chair, the Vice-Chair may appear, speak and act on behalf of the Chair in certain circumstances where the Chair is required but unable to attend.
The Chair of the Governance Committee shall serve as a signing officer in the absence of the Chair or Vice-Chair; shall advise members on potential conflicts of interest and speak on behalf of the Governance Committee on matters of Governance.
ARTICLE VIII | FINANCES
8.1 Signing Officers
For the purposes of directing the financial affairs of the Association, the Signing Officers shall be determined at the first meeting of the Board of Directors immediately following the Annual General Meeting.
8.2 Fiscal Year
The Board shall determine the Fiscal Year of the Association.
8.3 The Funds of the Association
The funds of the Association shall be kept in a Canadian chartered bank or trust company in the name of the Association and be managed with prudence but also in such a manner to maximize return to the Association.
8.4 Audits of the Accounts
The Directors shall present before the membership at the Annual General Meeting, an audited financial statement showing all income, expenditures, assets and liabilities of the Association during the preceding fiscal year and which otherwise complies with any and all other requirements of the Non-Profit Corporations Act.
The Auditor shall be appointed at the Annual General Meeting and shall remain in that capacity until the next Annual General Meeting. The Auditor must be certified to audit the accounts of the Association under all relevant laws and in no case shall an Officer or Director be appointed as an Auditor.
8.5 Raising and Borrowing of Funds
The Directors of the Association shall have the power to borrow, raise or secure the payment of funds in any manner which is consistent with the Non-Profit Corporations Act and the bylaws, and which is intended to facilitate the operations of the Association and/or the well-being of its members. No debenture shall be issued without the approval of a special resolution of the active and joint membership.
ARTICLE IX | MAINTENANCE OF MINUTES AND RECORDS
9.1 Keeping of the Records and Minutes
The Directors shall ensure that the minutes of general meetings of the membership and minutes of the meeting of the Board and all other necessary books and records of the Association required by the Act, the bylaws and any other applicable statute or law are regularly and properly kept.
Minutes of all Board of Director meetings shall be made available to any member of the Association upon request to the CEO.
9.2 Inspection of Records
The books and records of the Association shall be open to inspection by members upon reasonable prior notification during normal business hours at the offices of the Association.
ARTICLE X | AMENDING THE BYLAWS
The bylaws of the Association may be amended at any special or annual general meeting of the Association by a special resolution of the members of the Association. A simple majority is required on votes concerning bylaw amendments.
ATTACHMENT A | COMMITTEES
Internal Committees of the Board
Internal Committees of the Board assist the Board in effectively managing Board business. These are:
Objective: To assist the Board in maintaining good governance policies including Board and committee terms of reference; Board Code of Conduct; orientation and succession planning.
Audit and Finance Committee
Objective: To assist the Board in carrying out its fiduciary duties in managing the finances of the Association by carrying out scrutiny of financial documents and planning
Objective: To establish and monitor performance expectations for the CEO and, determine appropriate compensation.
Policy Committees of the Board
Policy Committees shall address matters impacting the practice of the profession of pharmacy in Saskatchewan. These are:
Objective: To negotiate all pharmacy contracts on behalf of the membership.
Professional Practice Committee
Objective: To act as an advisory committee to the Board on subjects affecting professional practice.
Operational Committees shall work with the CEO on operational issues impacting on the functions of the Association. These are:
Objective: To plan and organize the PAS annual conference in conjunction with PAS office staff. To receive nominations and recommend recipients for various honours and awards to be presented at the annual conference.
Members Services Committee
Objective: To review the range of member services; recommend changes and revisions to services and to scope out opportunities for new services.
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