CSLSR
By-Laws 2005


1.0 DEFINITIONS: In these Bylaws, the following definitions shall apply;
a) Society: Society, Association or Corporation shall mean the Canadian Society for Life Science Research (CSLSR) as incorporated under The Canada Corporations Act.
b)Life Sciences: Life Sciences shall mean areas of research including (but not limited to) anatomy and cell biology, biochemistry, molecular biology, microbiology, pathology, pharmacology, physiology, and neuroscience.


2.0 HEAD OFFICE:
The head office of the Corporation shall be located in the City of Kingston, in the province of Ontario, or such other place as may be determined by the Board of Directors, but subject always to Section 24 of the Canada Corporations Act.


3.0 SEAL:
a) Form: The seal of the Corporation shall be in the form impressed hereon;
b) Custody: The seal shall be kept in the custody of the Secretary and shall be affixed to documents signed on behalf of the Corporation by a person or persons specifically or generally authorized to sign on behalf of the Corporation.


4.0 EMBLEMS:
The corporation may select and appropriate such emblems as it may see fit and determine by whom and how the same may be used.


5.0 MEMBERSHIP:
a) The Society shall be composed of Student Members, Honorary Members, Scientist Members and Corporate/Affiliate Members.
b) Scientist Member - a person who has conducted research, who holds a PhD or MD degree and has or currently working towards publications in scientific journals and who is actively engaged in investigation at an accredited Canadian post-secondary institution or affiliated health science centre, teaching or other form of scholarship in any of the fields which constitute the life sciences shall be eligible for membership.
c) Honorary Member - a person who has rendered distinguished service to life sciences shall be eligible for Honorary Membership. It shall be the responsibility of the Executive from time to time to recommend to the Society suitable candidates for Honorary Membership. Such candidates shall become Honorary Members by the decision of the Board of directors or by the Membership at its Annual Meeting and upon accepting honorary membership into the Society.
d) Student Member - students and young investigators in the life sciences and research assistants, and teachers in the life sciences in the process of completing a University Degree or its equivalent, shall be eligible for Student Membership. Tenure of student membership may be renewed annually upon submitting an application. The Executive shall review the list of Student Members annually to ensure that this restriction is observed. Student Members who are considered, in the absolute discretion of the Executive, to be in breach of this provision shall be notified by the Secretary and must act on the notification prior to the next Annual General Meeting of the Society or their membership shall be terminated.
e) Corporate Member - any organization, society, industry, company or foundation which has an interest in, or association with life sciences shall be eligible for corporate/affiliate membership.


5.01 PRIVILEGES OF MEMBERSHIP:
Members, Honorary Members and Student Members, but not Corporate/Affiliate Members, shall have the right to vote at any duly constituted business meeting of the Society and shall have the right to hold office in the Society.
At any scientific meeting arranged by the Society, Student Members and Honorary Members only shall be eligible to submit or sponsor communications.
5.02 ELECTION TO MEMBERSHIP:
Nominations - Applications for membership, signed by one member personally acquainted with the applicant and who can vouch for eligibility of the proposed member, shall be submitted to the Secretary. Applications shall be on forms approved by the Board of Directors.
Completed applications will be reviewed and approved by the Secretary.
The Secretary shall present at the annual meeting a report listing the names of all members whose applications for membership have been approved and those removed during the preceding fiscal year.
Notwithstanding the date of approval of the application, membership shall be effective until the beginning of the next fiscal year of the Corporation immediately after the approval.
5.03 WITHDRAWAL FROM THE SOCIETY:
Members may withdraw their membership either by written notice to the secretary, or by failure to make payment of dues to the society.
5.04 PAYMENT OF DUES:
Upon election to scientist membership, student membership or corporate/affiliate membership, a candidate or affiliate shall be entitled to the benefits of membership only upon payment of membership dues or fees as specified by the Board of Directors. In the case of a person whose application for membership has been approved they shall have one month from the date of their election to pay their membership dues and take up full benefits of membership in the Society. After this time the election to membership shall be deemed null and void and the applicant shall be so notified in writing by the Secretary. In the case of corporate members they shall pay an annual fee which shall be set by the Board of Directors from time to time.


6.0 PURPOSE OF THE SOCIETY:
The purpose of the Society shall be:
(a) To promote communication among post-secondary student researchers in the life sciences throughout Canada.
(b) To represent the research interests of Canadian post-secondary students in life sciences at national and international levels.
(c) To promote research in all life science disciplines contributing to the
translation into clinical treatments for humans.
(d) To contribute to the advancement of education in the
life sciences in Canada;
(e) To provide for and assist in the dissemination to the general
public of the results of current life science research and its significance in relation to health and disease.
(f) To raise funds and to provide income for the above purposes.


7.0 BOARD OF DIRECTORS:
Between meetings of the members of the Corporation, the general control and direction of the Corporation shall be vested in a Board of Directors.
7.01 DELEGATIONS OF POWERS:
The delegation of powers permitted by the Canada Corporations Act and these Bylaws shall be deemed automatic and need no further authorization.
7.02 POWERS AND FUNCTIONS:
It shall be the responsibility of the Board of Directors and the Board shall have the authority to ensure that the functions of the Corporation as defined in Section 6 of these Bylaws are performed.
7.03 COMPOSITION:
The Board of Directors of the Corporation shall be composed of:
a) The Chairman

b) The President
c) The Vice President (Internal)d) The Vice President (External)
d) The Secretary
e) The Treasurer
f) Directors at large/student university representatives (minimum of 3 and maximum of two representatives from each institution).
7.04 FIRST OFFICERS OF THE CORPORATION
The first officers of the corporation shall serve for a period ending December 31, 2006. After this period, the number of directors shall be equal to the number of independent institutions from which the society has members, plus the four executive members. Each year, the list of the board of directors shall be updated according to section 7.05.
7.05 ELECTION AND TERM OF OFFICE OF THE BOARD OF DIRECTORS:
In order to run for an executive position, candidates must be student members, with the exception of the chairman in accordance with bylaw 9.01, of the society at the time of nomination and election. In the case where an executive member completes their degree, without pursuing another degree, before completing their term as an executive, they may complete their full term without the option of being re-elected for another term.

The officers of the corporation are elected along with the other Directors at the Annual Meeting and in such a way as to permit the President to serve for a three-year term, the Vice-Presidents and Secretary to serve a two-year term with the option of being nominated for re-election.

All other members of the Board of Directors shall hold office for a one-year term and the positions shall be elected annually by the Membership from the complement of the Board of Directors.
For any vacancies on the Board of Directors or for any appointments of Officers of the Corporation for which more than one nomination has been received, the Secretary shall mail a ballot paper to each member at least Two (2) weeks before the annual meeting of the Association. Ballot papers shall be collected at the Annual Meeting or may be mailed by any member unable to attend the Annual Meeting so long as the Ballot paper reaches the Secretary before the date of the Annual Meeting. The result of the election shall be announced at the Annual Meeting.

Retiring members shall not be eligible for re-election during the year in which they retire.

A retiring director shall remain in office until the dissolution or adjournment of the meeting at which his retirement is accepted and his successor is elected.

7.06 REMUNERATION:
All members of the Executive shall be entitled to be reimbursed for expenses reasonably incurred, including the expenses of attendance at meetings of the Board or committees, and entitled to an annual honorarium as deemed reasonable by the executive annually as an appreciation for fulfilling their job duties. A maximum of 20% of total annual funds will be allocated towards honoraria for distribution among the executive.
Student University representatives on the Board of Directors, members of the nominating committee, and members of other committees shall serve without remuneration but shall be entitled to be reimbursed for expenses reasonably incurred, including the expenses of attendance at meetings of the Board or committees.
7.07 REMOVAL FROM OFFICE:
Members of the Board of Directors who are elected by the members of the Corporation may be removed from office by a resolution passed by two-thirds (2/3) of the members of the Corporation present at a meeting called to consider the same. The members of the Corporation may fill the vacancy so created. Any person so appointed shall hold office until the next annual meeting of the members of the Corporation.
7.08 RESIGNATION OR DEATH:
If an elected member of the Board of Directors should resign, die or otherwise cease to act, the Board may fill the vacancy so created. Any member so appointed shall hold office until the next Annual Meeting of the members of the Corporation.


8.0 OFFICERS:
8.01
There shall be elected officers of the Society who shall constitute the Executive Committee of the Board of Directors to facilitate the business of the Corporation.
8.02 COMPOSITION:
The Executive Committee shall be composed of the following officers and elected according to section 7.05:

a) Chairman

b)President;
c) Vice-President (Internal);
d) Vice-President (External); e) Secretary;
f) Treasurer.

8.03 POWERS AND FUNCTIONS:
The Executive Committee shall report to the Board of Directors. It may take action at any time in relation to any matter of any nature within the power and authority of the Board of Directors which requires attention before the date of the next meeting of the Board. Such action shall not involve any change of policy or the authorization of expenditures of an extraordinary nature.
8.04 A member of the Executive Committee may resign by delivering a notice in writing to that effect to the Board of Directors or may be removed in accordance with bylaw section 7.07, and the Board shall fill the vacancy so created.


9.0 RESPONSIBILITIES OF THE OFFICERS:
9.01 DUTIES OF THE CHAIRMAN:

The Chairman may, or may not, be a student officer of the corporation. The Chairman may be selected from a past-president or founding officer of the corporation. The principal duty of the Chairman of the Corporation is to lead and oversee the Board of Directors. The Chairman should facilitate an open flow of information between management and the Board, and should lead a critical evaluation of Corporate management, practices and adherence to the Corporation’s strategic plans and objectives. The Chairman shall preside at all meetings of the Board of Directors. The Chairman, in consultation with the President, shall also prepare an agenda for the meetings of the Board of Directors. Should the Chairman find sufficient reason for disapproval of corporate management, he/she may call a meeting for review of the Executive Committee and for the removal of an executive committee member from office.

9.02 DUTIES OF THE PRESIDENT:
The President of the Corporation shall preside at all meetings of the members, the Board of Directors and the Executive Committee.

The President shall take initiative to call the required meetings of the Executive Committee, Board of Directors, and Corporation.

The President shall be an ex officio member of all committees.

The President shall establish sub-committees of the Board of Directors or designated individuals as necessary to examine specific issues of concern to the Society. Reports of such sub-committees shall be presented initially by the President to a meeting at the Board of Directors or Executive Committee.

9.03 DUTIES OF THE VICE-PRESIDENT (INTERNAL):
In the absence or inability of the President, the duties of the President may be performed by the Vice-Presidents.

The Vice-President shall also perform such other duties as may be determined by the Board of Directors.

9.04 DUTIES OF THE VICE-PRESIDENT (EXTERNAL):

a) To serve as the corporate liaison with external organizations, universities/ institutions and corporations.

b) To establish external collaborations with associated organizations.

c) To be responsible for soliciting community, academic and corporate sponsorship along with the President.

d) To serve as the primary contact for sponsors, as well as with organizations with similar interests.

e) To maintain a list of contacts for sponsors and granting agencies.

f) To create and distribute advertising material for corporate events and promotion.

g) To train and work with representatives from the board of directors to construct and post advertising materials.

h) To carry out such other tasks and to assume such other responsibilities as the executive committee deems appropriate.

9.05 DUTIES OF THE SECRETARY:
The Secretary shall ensure that:

a) Notice is given of all meetings to the members of the Corporation and to the Board of Directors;
b) Minutes of the proceedings of the members and of the Board of Directors are taken and maintained;
c) The membership roll of the Corporation is kept;
d) The seal, books and record of the Corporation are kept safely.


9.06 DUTIES OF THE TREASURER:
The Treasurer shall ensure that:

a) Full and accurate books of account are kept showing all receipts and disbursements of the Corporation and the assets and liabilities of the Corporation;
b) All money is deposited to the credit of the Corporation and that other valuables are held in safekeeping;
c) The funds of the Corporation are expended in accordance with the direction of the Board of Directors;
d) An account is kept of all transactions of the Corporation and of its financial position, together with such additional information as may be required to prepare an annual report in accordance with the laws applicable to the Corporation.

10.0 NOMINATION COMMITTEE:
10.01 COMPOSITION:
The Nominating Committee shall consist of Five (5) Members elected by a majority vote of members present at the Annual Meeting. The Nominating Committee shall be chaired by the President of the Society.
10.02 DUTIES:
The Nominating Committee shall prepare a slate of members for election to the Board of Directors, for Officers of the Corporation and for Auditors for nomination at the next Annual Meeting of the members of the Corporation.
The Nominating Committee should ascertain and ensure the willingness of members nominated for election to stand for office.
10.03 TERM OF OFFICE:
The members of the Nominating Committee shall hold office for a one year term, concluding at the end of the next annual meeting following their election.
10.04 Notwithstanding the provisions of this section, members shall be entitled to put forward other names in nomination for election to the Board of Directors or as Officers of the Society. Nominations shall be signed by Five (5) members of the Society and shall be forwarded to the Secretary at least Two (2) months before the annual meeting of the membership or within Two (2) weeks of the announcement of the report of the nominating committee, whichever is later.


11.0 MEETINGS OF THE BOARD OF DIRECTORS:
The Board of Directors shall meet at least once during each year. The meetings will be chaired by the President of the Society and shall follow Robert's Rules of order.
11.01 SPECIAL MEETINGS OF THE BOARD OF DIRECTORS:
Special meetings of the Board of Directors may be called by the Secretary on the order of the President, or at the request of any two members of the Board of Directors.
11.02 NOTICE OF MEETINGS:
Written notice of any meeting of the Board shall be given to each member of the Board at least twenty-one (21) days prior to the meeting. Meetings may be held without notice if two-thirds (2/3) of the members of the Board consent. A meeting may be held immediately following an annual meeting of the Corporation without any notice.
11.03 VOTING POWER:
Each member of the Board of Directors shall have one vote.
11.04 MAJORITY DECISION:
All decisions of the Board of Directors shall require the support of the majority of those present and entitled to vote at the meeting. In the case of tie the Chair shall have a casting vote.
11.05 A Director may, if all the Directors of the Corporation consent, participate in a meeting of Directors by means of such telephone or other communication facilities as permit all persons participating in the meeting to hear each other, and a Director participating in such a meeting by such means is deemed to be present at that meeting.
The directors and executive committee of the Corporation may meet by teleconference provided that either a majority of half (1/2) plus one of the members, directors and executive committee consents to meeting by teleconference or meetings by teleconference have been approved by resolution passed by the board of directors and executive committee at a meeting of the directors or executive committee of the Corporation.
The directors and executive committee of the Corporation may meet by other electronic means that permits each director or executive to communicate adequately with each other, provided that:
a) the board of directors or executive committee member of the Corporation has passed a resolution addressing the mechanics of holding such a meeting and dealing specifically with how security issues should be handled, the procedure for establishing quorum, and recording votes;
b) each director or executive committee member has equal access to the specific means of communication to be used;
c) each director or executive committee member has consented in advance to meeting by electronic means using specific means of communication proposed for the meeting.
11.06 In limited cases, where attendance in person or by teleconference or other electronic means is not possible, a director may be allowed to vote at a directors' meeting by means of a detailed voting ballot, providing that they have attended at least one meeting in person, and have complied with subsection 98(4) concerning declaration of conflict of interest. The vote in the ballot can be counted only if the motion that is on the floor at the meeting is identical to that contained in the mail ballot. All background material made available to directors at the meeting must also have been made available in advance to directors exercising their vote by mail ballot. The ballot must be received by the secretary at least 14 days prior to the date of the meeting. A mail ballot cannot replace a director for the purposes of establishing quorum.


12.0 MEETING OF THE MEMBERS:
12.01 VOTING BODY AND REPRESENTATION:
At any meeting of the members of the corporation, each member, Honorary Member, and Emeritus Member shall be entitled to one vote. Meetings are normally chaired by the President of the Association.
12.02 DECISION BY MAJORITY VOTE:
Except where the Canada Corporations Act otherwise provides, all decisions of the members of the Corporation shall require the affirmative vote of a majority of those present and entitled to vote at the meeting. In the event of a tie, the Chair of the meeting shall have a casting vote.
12.03 NOTICE:
Notice of the time and place of each meeting of the members of the Corporation shall be sent to them in writing at least Forty-Two (42) days prior to the meeting.
12.04 ANNUAL GENERAL MEETING:
An annual meeting for the transaction of the business of the Corporation shall be held in each year at a time and at a place to be set by the Board of Directors. This meeting is open to all members of the Corporation.
12.05 ORDER OF BUSINESS:
The order of business at an annual general meetings shall be determined by the Board of Directors prior to the opening of the meetings and shall include:
a) Consideration of reports of the activity of the Corporation for the year most recently concluded;
b) Election of members to the Board of Directors as referred to in Section 7.05 of these bylaws;
c) Election of Officers to the Corporation as referred to in Section 7.05 of these bylaws;
d) Election of a Nominating Committee as referred to in Section 10.01 of these bylaws;
e) Appointment of auditors for the ensuing year;
f) Consideration of such other business as may come before the meeting.
12.06 SPECIAL MEETINGS:
Special meetings of the members of the Corporation may be called by the Board of Directors and shall be called by the Board within sixty (60) days of the receipt by the Secretary of a requisition in writing of any Five Members in good standing. In every such requisition and in the notice of such meeting a statement shall be made of the purpose for which such a meeting is called. No business other than that mentioned in the notice called the same shall be transacted at such meeting.
12.07 EMERGENCY MEETINGS:
Emergency meetings of the members of the Corporation may be called by the Board of Directors and shall be called by the Board within fourteen (14) days of the receipt by the Secretary of a requisition in writing of any Five Members in good standing. In every such requisition and in the notice of such meeting a statement shall be made of the purpose for which such a meeting is called. No business other than that mentioned in the notice called the same shall be transacted at such meeting.


13.0 COMMITTEES:
13.01
The Board of Directors may at any meeting constitute such committees to deal with any continuing or temporary matter and shall appoint the members thereof or provide for their appointment.
13.02 RULES OF PROCEDURE:
Except as otherwise provided, all committee members shall be entitled to one vote and other rules of procedure for meetings of committees shall be established by the committee itself.
13.03 DECISION BY MAJORITY VOTE:
At meetings of committees all decisions shall require the affirmative vote of a majority of those present and entitled to vote at the meeting.
13.04 REMOVAL FROM OFFICE/VACANCIES:
The members of the Board of Directors may at any time remove any member of a committee from office and may fill any vacancy so arising. Any committee member so appointed shall hold office until the next annual meeting of the members of the Corporation.


14.0 QUORUM: The following shall constitute a quorum for the transaction of business at all meetings.
14.01 At all meetings of the members of the Corporation the quorum shall be 5% of the membership or Fifteen (15) members whichever is the greatest present and entitled to vote at such meeting.
14.02 At all meetings of the Board of Directors and committees, the quorum shall be One Half (1/2) plus One (1) of those entitled to vote at such meetings.
14.03 At all meetings of the executive, the quorum shall be 3 out of 4 (3/4) members.


15.0 FUNDING:
The Corporation shall have the authority to fund its activities, services and programs by such means as it deems appropriate including, but not limited to, the authority to require payment of an annual fee by the members.


16.0 FINANCIAL ARRANGEMENTS:
16.01 FISCAL YEAR:

The financial year of the Corporation shall end on the 31st day of December in each year.
16.02 AUDITORS:
An external auditor or auditors shall be appointed by members at every annual general meeting of the members of the Corporation. An annual audit of the books of the Corporation shall be made as soon as possible after the close of the fiscal year for presentation at the next annual meeting.
16.03 BANK ACCOUNTS:
All monies received by the Corporation shall, promptly following their receipt, be deposited to the credit of the Corporation in a Canadian chartered bank or trust company designated from time to time by the Board of Directors.
16.04 SIGNING OFFICERS:
Cheques drawn by the Corporation shall be signed by such persons as are designated by the board of Directors.


17.0 SIGNATURE OF DOCUMENTS:
All contracts, documents or instruments in writing requiring the signature of the Corporation shall be signed by any two of the President, Vice-President, Secretary and Treasurer, or by such other person or persons as may be specifically designated by the Board of Directors.


18.0 REGULATIONS:
The Board of Directors may enact and enforce regulations regarding the management and operation of the Corporation, and such regulations shall be consistent with these bylaws.


19.0 INDEMNIFICATION OF DIRECTORS & OFFICERS:
19.01
Every member of the Board of Directors of the Corporation and the member's heirs, executors and administrators, and estate and effects, respectively, shall from time to time and at all times, be indemnified and saved harmless out of the funds of the Corporation, from and against:
a) All costs, charges and expenses whatsoever that are sustained or incurred in or about any action, suit, or proceeding that is brought, commenced or prosecuted against a member for or in respect of any fact, deed, matter, on or about the execution of the member's duties of his office;
b) All other costs, charges and expenses that the member sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges and expenses as are occasioned by the member's own willful neglect or default.
19.02 The members of the Board of Directors, officers and members of all committees and each of them and each of their heirs, executors and administrators shall be indemnified and saved harmless out of the assets and profits of the Corporation from and against all actions, costs, charges, losses, damages and expenses which they or any of them or any of their heirs, executors or administrators shall or may incur or sustain by or by reason of the performance of their duty or supposed duty in their respective offices, except such (if any) as they shall incur or sustain by or through their own willful neglect or default respectively.
19.03 The foregoing rights to indemnification contained in this bylaw shall not be exclusive of, but shall be in addition to other rights to which such members of the Board of Directors, officers and members of all committees may be entitled as a matter of law.


20.0 AMENDMENTS TO BYLAWS:
Amendments to these bylaws requires previous notice by members (in writing to the full membership, or at the annual general meeting) and two-thirds vote of those members voting at the annual general meeting, a quorum being present in accordance to section 14.0 of these bylaws. No repeal or amendment of such Bylaws shall be enforced or acted upon until the approval of the Minister of Industry has been obtained.


21.0 EDITING:
Whenever amendments are made to the Bylaws consequential editorial changes may be made to the bylaws or rules where required.


22.0 INTERPRETATIONS:
Whenever the context requires, a singular term shall include the plural and any reference to the masculine or feminine gender shall include the other gender.


23.0 REVIEW OF BYLAWS:
Bylaws of the Corporation shall be reviewed by a Bylaws Committee struck by the Board of Directors not less frequently than every third year.


24.0 NOT-FOR-PROFIT:
The activities of the Society shall be carried on without purpose of gain for its members and any profits or other accretions to the organization shall be used in promoting its purposes.


25.0 DISSOLUTION OF THE ASSOCIATION:
In the event of the dissolution or termination of the Society, all assets of the Association shall pass forthwith to one or more organizations carrying on similar activities

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Organization:

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