Bylaws of CESO

Conduct of Meetings

1. The General Meeting of the Society shall be held each calendar year with the actual meeting date being set by the Council.
2. (a) All General Meetings of the Society shall be held in the manner specified under these bylaws.  A quorum shall be 15 members present in person.
 (b) A written request that the Council call a General Meeting shall be accompanied by an agenda specifying the business to be conducted at the meeting.
 (c) If neither the President nor any of the Vice Presidents are present within 15 minutes after the time appointed for the meeting to commence then the members present shall choose someone to be the Chair.
 (d) At any meeting a resolution put to the vote of the meeting shall be decided on a show of hands, unless a ballot is demanded by at least 5 members before or on the result of the show of hands.  Unless a ballot is so demanded the Chair shall declare that a resolution has, on a show of hands, been carried or lost.  An entry to that effect made in the minutes of the Society General Meeting Minutes shall be conclusive evidence of the fact.
 (f) If a ballot is demanded it shall be conducted as the Chair directs, and the results of the ballot shall be deemed to be the resolution of the meeting.
 (g) On a show of hands or on a ballot being taken all members present in person shall have one vote.  The Chair shall be entitled to vote only in the case of a tie.

Election of the Council

3. (a) (i) The membership shall elect the President, two Vice Presidents and 7 councilors.
  (ii) Nominations for the office of President and offices of Vice President and for elected members of the Council shall be made by any member of the Society.
 (b) One or more candidates for the office of President and at least two or more candidates for the offices of Vice President shall be nominated.  Such nominations shall be made, in the case of President and Vice President, from members who shall have served for at least 2 full years as a Councilor prior to the date of taking office, provided that in each case such members are available.
 (c) Providing that in each case candidates are available, nominations shall be such that half the candidates are from each of the groups of disciplines of Engineer and Technologist/Technician.
 (d) In the case of a vacancy in the Council due to the incapacity, resignation or death of an elected member of the Council, the other members of the Council shall appoint a member of the Society to fill the vacancy until the next regular election when the vacancy shall be filled through election by members of the Society.
 (e) The election of President, Vice Presidents, and the 7 Councilors shall be performed at the General Meeting by ballot.  Members of the Council shall be elected for a 2 year term.
 (f) The Secretary shall prepare a ballot containing the names of all candidates nominated.
 (g) All votes for the election of officers and members of the Council shall be cast by making a mark on the ballot against the names of the Officers and Councilors to be elected.  Voting for more than the number of Officers or Councilors to be elected shall render that part of the ballot invalid.  Voting for less than the full slate of candidates shall not invalidate the ballot.
 (h) The successful candidates for the offices of President, and Vice President and for members of the Council shall be those who have received the largest number of votes.  In the case of the two Vice Presidents, the candidate receiving the largest number of votes shall be elected first Vice President and the candidate receiving the second largest number of votes shall be elected second Vice President.  The President or the Secretary shall inform each candidate in the election of the results and the results shall be announced at the end of the General Meeting by the Chair of the meeting.  The Officers and Councilors so elected shall take office at the close of the General Meeting.
 (i) The President shall be ex-officio a member of all Committees.  He/she shall, when present, preside at all meetings of the Council.  The President may only vote to break a tie.  In his/her absence the Vice Presidents shall preside at any such meetings, and in the absence of both a Chair may be selected by the meeting, to preside thereat.
 (j) It shall be the duty of the Secretary to attend all meetings of the Society and of the Council, and to keep accurate minutes of any and all meetings.  In case of the absence of the Secretary, minutes shall be kept by a member designated by those present at the meeting.  The Secretary shall have charge of all the correspondence of the Society and be under the direction of the President and the Council.
 (k) The Secretary shall keep a record of all the members of the society and their addresses, send all notices of the various meetings as required, and shall collect and receive the annual dues of the Society.
 (l) The Treasurer shall receive all monies paid to the Society and shall be responsible for the deposit of same in whatever Bank, Trust Company, Credit Union or Treasury Branch the Council establish.  He/she shall properly account for the funds of the Society and keep a full detailed account of receipts and disbursements to such account.  The record of such transactions must be made to the Council whenever requested.  The Treasurer shall also prepare for review and discussion at the General Meeting a duly audited statement of the financial position of the Society a copy of which shall be submitted to the Secretary for the records of the Society.

Resolutions of the Council

4. The Council may by resolution:
 (a) Provide for the promotion of better public relations in such manner and by such means as the Council may see fit, including, without limiting the generality of the foregoing, the publication of books, papers and periodicals.
 (b) Provide for all other acts reasonably necessary for the management, regulation and well being of the Society.

Society Funds

5. (a) The Council may retain such portion of the funds of the Society as it may from time to time deem to be required for current purposes on deposit in a financial institution in Canada.
 (d) The Council shall manage and conduct the business and affairs of the Society, shall appoint staff and decide their remuneration, and exercise the powers of the Society in the name of and on behalf of the Society.

Proceedings of the Council

6. (a) The Council of the Society may meet together for the dispatch of business, adjourn, and otherwise regulate their meetings, as it sees fit.  Questions arising at any meeting shall be decided by a majority of votes.  In the case of any equality of votes, the Chair shall have a casting vote.  3 Councilors may at any time summon a meeting of the Council, giving 14 days notice to all members of the date, hour and place and purpose of such meeting.
 (b) The quorum necessary for the transaction of the business of the Council shall be 50% of the members of the Council.
 (c) A resolution assented to and adopted in writing under the hands of the Councilors, although not passed at a Council Meeting, shall be of the same force and effect as if it had been duly passed at a Council meeting.
 (d) The President of the Society shall preside at all meetings of the Council and at all meetings of the Society.  The first Vice President or, in the absence of the first Vice President, the second Vice President shall have all the powers of the President during the absence of the President for any cause.  In the absence of both the President and the Vice Presidents the Councilors present may choose one of their number to be Chair of the meeting, and the Chair so chosen shall exercise all the functions and authority of the President for the transaction of business at that meeting.
 (e) The Council may delegate any of its powers to Committees.  Any Committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on it by the Council.
 (f) The Council may appoint the Chair of any Committee.  If the Council does not appoint a Chair then the Committee shall elect one of their number as Chair.  If at any meeting the Chair is not present within 15 minutes after the time appointed for the meeting to commence then the members present shall choose someone to be the Chair.
 (g) A Committee may meet and adjourn as it sees fit.  Questions arising at any meeting shall be determined by a majority of the members present, and in the case of an equality of votes, the Chair shall have a casting vote.
 (h) Minutes of any meeting shall be made in books provided for the purpose of recording:
  (i) All appointments of Officers and Staff made by the Council.
  (ii) The names of the Councilors present at each meeting of the Council and of any Committee of the Council.
  (iii) All resolutions and proceedings of all meetings of the Society and of the Council and of Committees of the Council.

Committees

7. (a) It is the function of each Committee chair to:
  (i) Report at each Council meeting any relevant information pertaining to the action of the Committee.
  (ii) To obtain recommendations from the Council on the actions, responsibilities and goals of the committee.
  (iii) To delegate the responsibilities of the Committees effectively.
 (b) All Committee members and the Chair must work co-operatively to insure that the organization of all programs run smoothly.  No Committee is exempt from another.
 (c)  The following Committees are the minimum required for the Society.  Further Committees are at the appointment and initiation of the Council.
  (i) Registration Committee – Responsible for actions pertaining to Society membership and its registration including maintaining current membership records of education, accreditation and continuing education; distribution membership applications; reviewing membership applications and making recommendations to the Council; membership recruiting; and corresponding with other appropriate professional membership agencies to validate other required registrations.
  (ii)  Fitness to Practice – Responsible for actions pertaining to continuing membership only for those members who do not fall under professional practice rubrics; corresponding with professional bodies of which certain Society members are members to ensure their good standing with such bodies with respect to their fitness to practice.
  (iii) Quality Assurance – Responsible for actions pertaining to setting measurements for and performing analyses on the quality of the Society, its associated professions and departments.
  (iv) Discipline – Responsible for actions pertaining to disciplining Society members who do not meet with the legal and ethical intentions of the Society.
  (v) Patient Relations – Responsible for actions pertaining to the assessment of the interaction between patients and Society members.
  (vi) Complaints – Responsible for actions pertaining to dealing with complaints from people within or outside of the Society on issues related to the Clinical Engineering profession.
  (vii) Education Committee – Responsible for actions pertaining to all continuing education programs for the Society members; professional development programs; external education initiatives beyond the Society’s boundaries.
  (viii) Social Committee – Responsible for actions pertaining to events which assemble Society members on a casual basis; initiating programs to enhance networking.

Accounts, Financial Statements and Audit

7. (a) The Council shall ensure that true accounts be kept of the sums of money received and expended by the Society and the manner of which such transactions take place.  These shall constitute part of the record of the assets and liabilities of the Society.  The books of account shall be kept at the office of the Society or at such other place or places as the Council sees fit and shall always be open to the inspection of the Council.
 (b) The books, accounts and records of the Secretary and Treasurer shall be audited at least once each year by a duly qualified accountant or by two members of the Society elected for that purpose at the General Meeting.  A complete and proper statement of the standing of the books for the previous year shall be submitted by such auditor at the General Meeting of the Society.  The fiscal year of the Society in each year shall be 1 January to 31 December.
 (c) The books and records of. the Society may be inspected by any member of the Society at the General Meeting or at anytime upon giving reasonable notice and arranging a time satisfactory to the Officer(s) having charge of the books and records.  Each member of the Council shall at all times have access to such books and records.

Membership and Annual Fees

8. (a) Any persons with an interest in the field of Clinical Engineering may become a member upon payment of a membership fee.  Fees shall be determined, from time to time, by the members at a General Meeting.
 (b) Any member wishing to withdraw from membership may do so upon a notice in writing to the Council through its Secretary.  If any member is in arrears for fees or assessments for any year, such member shall be automatically suspended at the expiration of six months from the beginning of such year and shall thereafter be entitled to no membership privileges or powers in the Society until reinstated.
 (c) Any member, upon a majority vote of all members and written notification of the Society in good standing may be expelled from membership for any cause which the Society may deem reasonable.
 
 

Change of Bylaws 

9. (a) Any request by a member or members of the Society for the introduction of a new bylaw, or the amendment or repeal of an existing bylaw, shall be given in writing to the Secretary and shall be considered by the Council within 60 days of the receipt of such request.  If necessary a letter ballot shall be taken, and if the proposed new bylaw, amendment or repeal of existing bylaw is approved by a two-thirds majority of the votes cast, such action shall be considered as a mandate to the Council.
 

Repeal of Old Bylaws

11. Upon the coming into force of the foregoing Bylaws, all the Bylaws of the Society previously in force shall stand revoked. 

Interpretation

10. In the event of any dispute as to the meaning or intent of these Bylaws, the interpretation of the Council shall be final.
 

Copyright © 1999 CESO