Bylaws of the
Prince Edward Island
Society for Medical Laboratory Science
Revised November 2017
Article 1.0 Interpretations
Section 1.1 In these Bylaws, unless there be something in the subject of context inconsistent therewith:
1.1.1 “Society” means: The Prince Edward Island Society for Medical Laboratory Science.
1.1.2 “PEISMLS” means: The Prince Edward Island Society for Medical Laboratory Science.
1.1.3 “CSMLS” means: The Canadian Society of Medical Laboratory Science.
1.1.4 “Director” means: The Director of Corporation appointed under the Prince Edward Island Companies Act.
1.1.5 “Special Resolutions” means: A resolution passed by not less than three-fourths (3/4) of such members entitled to vote as are present in person at a general meeting of which notice specifying the intention to propose the resolution as a special resolution has been duly given.
Article 2.0 The Registered Office
Section 2.1 The Registered Office of the Society shall be at the City of Charlottetown in the Province of Prince Edward Island or at such other place in the Province as the Directors of the Society may fix from time-to-time by resolution.
Article 3.0 The Society Seal
Section 3.1 The Seal of the Society shall be in the custody of the Secretary and shall not be used without the sanction of the officer or officers authorized to sign contracts, documents or instruments.
Article 4.0 Membership
Section 4.1 For the purpose of registration, the number of members of the Society is unlimited.
Section 4.2 The subscribers of the Memorandum of Association and such other persons as shall be admitted to membership in accordance to these Bylaws, and none other, shall be members of the Society, and their names shall be entered in the Register of members accordingly.
Section 4.3 The following shall be the classifications and criteria for membership:
4.3.1 Certified member: Shall be one who has obtained certification at the MLA, RT, ART, or FCSLT level from the CSMLS and who may be active, inactive or retired.
4.3.2 Trainee member: Shall be one who is not yet CSMLS certified, but who is enrolled in a full-time training program leading to CSMLS certification.
4.3.3 Honorary member: Shall be a certified member (active, inactive or retired) who, because of outstanding service to the Society has been recommended for honorary membership and the recommendation has been approved by the Board of Directors. An Honorary member shall be exempt from paying annual membership fees.
Article 5.0 Terms of Membership
Section 5.1 Every member of the Society shall be entitled to attend any general meeting of the Society.
Section 5.2 Certified members (active, inactive or retired) who are currently registered shall be entitled to all the privileges and services of the Society as defined by the Board of Directors from time-to-time, including those of voting and holding elected office.
Honorary members shall be entitled to all the privileges and services of the Society as defined by the Board of Directors from time-to-time, with the exception of holding elected office and voting.
Section 5.3 Trainee members shall be entitled to all the privileges and services of the Society as defined by the Board from time-to-time, except holding office.
Section 5.4 The membership fees for all classes of membership shall be approved by an Annual General Meeting of the membership upon the recommendation of the Board of Directors.
Section 5.5 Members of the Society shall be in good standing only so long as their membership fee has been paid in full.
Section 5.6 When members’ fees remain unpaid by March first (1st) of any year, their names shall be removed from the membership rolls and their membership shall stand suspended, without need for further action or notice.
Section 5.7 Anyone whose membership has been suspended under Article 5.0, Section 5.5 or who has resigned from membership may be restored to the register of members upon meeting the requirements for reinstatement as defined in the Standing Rules of the CSMLS.
Section 5.8 Members in good standing with the PEISMLS may resign by giving notice in writing to the Secretary at least thirty (30) days prior to the effective date of such resignation, but without prejudice to their liability to the PEISMLS.
Section 5.9 Every member of the PEISMLS shall, by accepting membership, agree to abide by the Bylaws, Standing Rules of the Society and Code of Professional Conduct of the CSMLS.
Section 5.10 Every member shall agree to termination or suspension of membership as defined in Article 5.0, Section 5.5 and Article 11.0, Section 11.1 and 11.2 and thereby waive all rights, interests, privileges, services or claims as a member in the event of membership being so terminated or suspended.
Article 6.0 Fiscal Year
Section 6.1 The fiscal year of the Society shall be the period of January 1st to December 31st of the same year.
Article 7.0 Board of Directors
Section 7.1 The Board of Directors and their term of office shall consist of the following:
7.1.1 Vice-President – one (1) position – one (1) year
President – one (1) position – one (1) year
Past-President – one (1) position – one (1) year
Secretary – one (1) position – two (2) years
Treasurer – one (1) position – two (2) years
Director of Marketing and Communications – one (1) position – two (2) years
Director of Professional Development – one (1) position – two (2) years
Director-at-Large – two (2) positions – two (2) years
7.1.2 Every Director shall be a certified member in good standing of the Society, as defined in Article 5.0, Section 5.2.
Section 7.2 The Board of Directors shall:
7.2.1 Have the authority to incur obligations, disburse monies and perform all such acts of administration as may be necessary to expedite the proper functioning of the Society to the provisions of these Bylaws and any amendments, made thereto.
7.2.2 Declare Standing Rules of the Society to include policies, procedures and directives for the guidance of members, Officers and Officials of the Society, providing these are in conformity with and do not contravene these Bylaws.
7.2.3 Enter into agreement with other Institutions and Societies.
Section 7.3 Meetings of the Board shall be held at such time and place as may be determined by the President with a minimum of four (4) meetings per year.
Section 7.4 The quorum for meetings of the Board shall be a simple majority of full voting members.
Section 7.5 The President, with the approval of the Board of Directors, may invite other
individuals to take part in the discussions on pertinent business at any meeting of the Board.
Section 7.6 When action is required on urgent matters between regular meetings of the
Board, the authority rests with the President or with members of the Board of Directors designated by the Board.
Section 7.7 Any Director charged with failure to perform the duties of the Director, and against whom such charges are sustained after due and proper hearing before the Board shall be suspended from the Board if approved by a two-thirds (2/3) written vote of the Board.
Section 7.8 Any Director so suspended shall have the right of appeal before the members at the next Annual General Meeting provided such notice of appeal has been submitted to the President at least sixty (60) days prior to the date of the Annual General Meeting.
Section 7.9 In the event of a vacancy occurring during the term of office of any officer on the Board of Directors, the vacancy may be filled for the unexpired portion of the term of the Board of Directors from among the members of the Society.
Article 8.0 Election of Directors
Section 8.1 The election of the Directors to the Board shall be held as follows:
8.1.1 The position of Vice-President will come up for election annually with automatic progression through President and Past-President.
8.1.2 The positions of Secretary, Director of Marketing and Communications and one of the Directors-at-Large will be up for election on opposite years as the positions of Treasurer, Director of Professional Development and the other Director-at-Large.
Section 8.2 Notice of the time and mechanism of the election and the positions open for election shall be delivered to each member at least ninety (90) days prior to the holding of the election.
Section 8.3 The Nominating Committee of the PEISMLS shall be a standing committee which shall be the Past-President and the Directors-at-Large.
Section 8.4 The Nominating Committee shall be responsible for seeking out candidates who will allow their names to stand as nominees. Written consent of the nominee is required prior to the nomination being accepted.
Section 8.5 In addition to the nominations submitted by the committee, nominations may be submitted over the signature of two (2) voting members, one of whom shall act as proposer and the other as the seconder, and must be accompanied by the written consent of the nominee. Such nominations must reach the Chairperson of the Nominating Committee at least sixty (60) days before the election.
Section 8.6 All nominations must be submitted in the form prescribed to the Chairperson of the Nominating Committee at least sixty (60) days prior to the election.
Section 8.7 The Nominating Committee shall determine whether each nomination has complied with the Bylaws.
Section 8.8 The Chairperson of the Nominating Committee shall prepare the slate of nominations and shall present this to the members by mail ballot at least thirty (30) days prior to the deadline date of return of such ballots.
Section 8.9 If at the time of preparation of the slate of nominations, there are no nominations for a particular position, then the Chairperson of the Nominating Committee shall accept nominations from the floor during the Annual General Meeting.
Article 9.0 Officers and Officials of the Society
Section 9.1 All duties and responsibilities of the Board of Directors shall commence on the first (1st) day of January following the election.
Section 9.2 The Board of Directors shall annually appoint the Chairperson of the Standing Committees and other such Chairpersons or officials as may be deemed necessary to the proper functioning of the Society.
Section 9.3 All Officers and Officials acting on behalf of the PEISMLS upon the direction of the Board of Directors shall be entitled to be reimbursed for authorized expenses incurred during their term of office.
Article 10.0 Duties and Responsibilities of the Officers
Section 10.0 The President shall be the Chief Elected Officer of the PEISMLS, responsible to the membership for the efficient functioning of the proper procedures and protocol on the part of the Society.
Section 10.1 The President shall:
10.1.1 Preside at all of the membership and Board meetings, as well as at all official functions of the PEISMLS and shall sign, on behalf of the PEISMLS, all instruments which require an official signature.
10.1.2 Be an ex-officio member of all committees of the PEISMLS except the Nominating Committee and where specifically excluded.
10.1.3 In the event of a vacancy occurring during the term of office of any director of the Board, have the authority to appoint a successor to complete the term of office subject to the approval of the Board.
Section 10.2 The Vice-President shall:
10.2.1 Whenever necessary, due to the absence or inability of the President, assume the duties and responsibilities of the President.
10.2.2 Review the Standing Rules and Bylaws of the PEISMLS. Corrections and/or updates will be made to the Standing Rules upon approval of the Board. Corrections and/or updates to the Bylaws must be approved by the membership at the Annual General Meeting in accordance with article 15 of these Bylaws.
Section 10.3 The Secretary shall:
10.3.1 Attend, record and keep on file the Minutes of all Board of Directors, General and Special meetings.
10.3.2 Handle all correspondence dealing with the Society affairs as directed by the President of the Board.
10.3.3 Sign with the President or other signing officer or officers of the Society such instruments as required and shall perform such other duties as the terms of office call for, or the Board may from time-to-time properly require.
10.3.4 Be responsible also for the safe custody of the corporate seal of the Society, as well as copies of the Certificate of Incorporation of the Society and any supplementary Certificates, the affiliation agreement with the CSMLS, and the Bylaws and Standing Rules of the Society.
Section 10.4 The Secretary or such other officer as may be designated by the Board shall maintain a Register of Members which shall include:
10.4.1 The names of subscribers of the affiliation agreement with CSMLS.
10.4.2 The full name and address of every member of the Society.
10.4.3 The full name, address and occupation of all persons who are or have been Directors of the Society with the date at which each became or ceased to be a Director.
Section 10.5 The Treasurer shall:
10.5.1 Require the Board to appoint annually at least two (2) and not more than three (3) signing officers from its members, in addition to the Treasurer.
10.5.2 Have all accounts audited at the end of each fiscal year and submit the audited financial report and Audit Committee report to:
a)The Board for presentation at the next general Meeting.
b)The executive Director of the CSMLS within two (2) months of the fiscal year end or as soon after as possible.
10.5.3 Be responsible for all Society monies and investments and shall have the Board review all loans and/or investments at least once a year.
Section 10.6 The Director of Marketing and Communications shall be chairperson of the Marketing and Communications Committee, co-ordinate public relations activities within the Province, and work with the CSMLS to prepare and implement programs set up by the CSMLS.
Section 10.7 The Director of Professional Development shall be chairperson of the Professional Development Committee, co-ordinate all professional development activities within the Province, and work with the CSMLS to prepare and/or implement programs offered by the CSMLS.
Section 10.8 The past-President shall act as chairperson of the Nominating Committee and
shall perform such other duties as may be assigned by the Board.
Section 10.9 The Directors-at-Large shall perform such duties as may be assigned to them by the Board.
Article 11.0 Disciplinary Charges
Section 11.1 Any person who is aware that a member has engaged in conduct detrimental to the Society or to the profession of medical laboratory science or has violated the Code of Ethics of the CSMLS may file a written complaint with the Executive Director of the CSMLS.
Section 11.2 Upon receipt of the written complaint the Executive Director of the CSMLS shall act upon the complaint in accordance with the CSMLS Bylaws.
Article 12.0 Membership Meetings
Section 12.1 The Annual General Meeting shall be a meeting of the members of the Society, held at such a time and place as may be determined by the Board, for the purpose of receiving the financial statements, the annual reports of the Society and any other business that must be properly brought before the membership.
Section 12.2 Notice of the Annual General Meeting of the Society, together with the agenda for the meeting, shall be sent to the membership at their last known address not less than thirty (30) days prior to the meeting.
Section 12.3 A special meeting shall be a general meeting of the members of the Society, which may be called at any time by the President of the Society with the approval of the Board, or upon request, by written notice signed by at least five percent (5%) of the voting members of the Society, for the purpose of considering a specific and urgent matter of business that cannot be delayed until the next Annual General Meeting.
Section 12.4 Notice of a special meeting of the PEISMLS, together with the purpose for holding the meeting shall be sent to the members not less than ten (10) days prior to the meeting. The date, time and place for the meeting shall be at the discretion of the Board.
Section 12.5 Ten (10) voting members for any general or special meeting shall constitute the quorum for that meeting and no business shall be transacted at the meeting of the Society unless a quorum of members is present at the commencement of business.
Section 12.6 The Chairperson shall have no vote except in the case of an equality of votes. In the case of any equality of votes, the Chairperson shall have a casting vote.
Section 12.7 At any General Meeting, unless an exact count is demanded by at least three (3) members, a declaration by the Chairperson that a resolution has been carried and an entry to that effect in the Minutes shall be sufficient evidence of the fact, without proof of the number of members recorded in favor of or against such resolution.
Section 12.8 If an exact count is demanded in the manner aforesaid, the same shall be taken in such manner as requested.
Article 13.0 Voting
Section 13.1 The eligibility of any member to vote at any general meeting shall be in accordance with Article 5.0, Sections 5.2 and 5.3.
Section 13.2 In the event of a tie vote at any meeting, the presiding officer shall cast the deciding vote.
Section 13.3 A majority vote of the members in attendance at any meeting of the PEISMLS shall prevail except as otherwise specified in these Bylaws or in the Parliamentary Authority.
Article 14.0 Annual Statements for the Director of Corporation
Section 14.1 The Society shall file with the Directors, a copy of its unaudited financial statements for the fiscal year. This shall be filed with the Directors within six (6) months after the end of the fiscal year.
Section 14.2 The Society shall file with the Director of Corporations with its Annual Statements, a list of its Directors with their addresses, occupations and dates of appointment or election and list of names and addresses of all Society members.
Article 15.0 Enactment of Bylaws
Section 15.1 These Bylaws shall be revised or amended by a Special Resolution as need arises on approval by:
15.1.1 A three-quarter (3/4) vote at the Annual General Meeting, or at any special meeting called for that purpose.
15.1.2 The CSMLS
15.1.3 The Director of Corporations.
Section 15.2 Proposed revision, approved by the Board must be circulated to the members thirty (30) days prior to the Annual General Meeting or the special meeting called for that purpose.
Article 16.0 Standing Committees
Section 16.1 All Standing Committees of the Society will be fully accountable to the Board and have representation from the Board.
Section 16.2 Standing committees:
16.2.1 Marketing and Communications Committee as outlined in Article 10, Section 10.7.
16.2.2 Professional Development Committee As outlined in Article 10, Section 10.8.
16.2.3 Maritech Host Committee – A committee struck for the sole purpose of hosting and organizing the regional technical symposium known as Maritech.
Article 17.0 Parliamentary Authority
Section 17.1 The rules contained in the current edition of Robert’s Rule of Order, shall govern the Society in all cases to which they are applicable and in which they do not conflict with these Bylaws and any special rules of order the Society may adopt.