By-Laws and Policies

You are here

THE CANADIAN SOCIETY OF CARDIOLOGY TECHNOLOGISTS

SOCIETE CANADIENNE DES TECHNOLOGUES EN CARDIOLOGIE

(the “Society”)

BY-LAW NO. 1-2014

WHEREAS the Society was granted Letters Patent by the federal Government of Canada

under the Canada Corporations Act on the 14th of December, 1970;

AND WHEREAS the Society has applied for Articles of Continuance to be continued

under the Canada Not-for-Profit Corporations Act S.C. 2009, c.23;

NOW THEREFORE BE IT ENACTED as a General Operating By-law of the Society to

take effect as follows:

1. DEFINITIONS

In all By-laws and resolutions of the Society, unless the context otherwise

requires:

(a) “Act” means the Canada Not-for-Profit Corporations Act, S.C. 2009, c. 23,

including any Regulations made pursuant to the Act and any statute or

Regulations that may be substituted, as amended from time to time;

(b) “Articles” means the original or restated articles of incorporation or articles of

amendment, amalgamation, continuance, reorganization, arrangement or revival

of the Society;

(c) “Board” means the board of directors of the Society;

(d) “By-laws” means this by-law and all other by-laws of the Society as amended and

which are, from time to time, in force and effect;

(e) “Director” means a member of the Board;

(f) “Member” means a member of the Society and “Members” or “Membership”

means the collective membership of the Society;

Page 2 By-laws

(g) “Officer” means an officer of the Society;

(h) “Ordinary Resolution” means a resolution passed by a majority of the votes cast

on that resolution;

(i) “Proposal” means a proposal submitted by a Member of the Society that meets

the requirements of section 163 of the Act;

(j) “Regulations” means the regulations made under the Act, as amended, restated

or in effect from time to time;

(k) “Special Resolution” means a resolution passed by a majority of not less than

two thirds (2/3) of the votes cast on that resolution;

(l) “Voting Members” means Life Members and Registered Members in Good

Standing. Voting Members shall each have one (1) vote at all meetings of

Members.

2. INTERPRETATION

In the interpretation of this By-law, unless the context otherwise requires, the

following rules shall apply:

(a) except where specifically defined herein, all terms contained herein and which are

defined in the Act shall have the meanings given to such terms in the Act;

(b) words importing the singular number only will include the plural and vice versa;

(c) the word “person” will include an individual, sole proprietorship, partnership,

unincorporated association, body corporate, and a natural person; and

(d) if any of the provisions contained in the By-laws are inconsistent with those

contained in the Articles or the Act, the provisions contained in the Articles or the

Act, as the case may be, shall prevail.

Page 3 By-laws

3. MEMBERS

Section 3.01 - Membership:

Membership in the Society shall be restricted to the following classes:

(a) Registered Member in Good Standing - a Registered Member who holds a valid

certificate of qualification evidencing the successful completion of the Society’s

certification examination (or equivalent certification, as solely determined by the

Board) and who has satisfied all prerequisites established by the Board, at the

discretion of the Board (including but not limited to full payment of all applicable

membership dues). A Registered Member in Good Standing has the right to vote

at a meeting of the Members, may be elected to the Board, and may be appointed

to an office of the Society.

(b) Registered Member Not in Good Standing - a Registered Member who holds a

valid certificate of qualification evidencing the successful completion of the

Society’s certification examination (or equivalent certification, as solely determined

by the Board), but who has not satisfied all prerequisites established by the Board

(including but not limited to full payment of all applicable membership dues). A

Registered Member Not in Good Standing has no right to vote at a meeting of the

Members and may not be elected to the Board nor may be appointed to an office

of the Society. For clarity, a Registered Member who has been suspended

pursuant to Section 4 herein shall be deemed to be of this class of membership

pending the lifting of such suspension.

(c) Inactive Member - any person who the Board may admit as qualified and has

paid all applicable membership dues, but who has self-declared that he/she is not

actively working in the field. Inactive Members do not have the right to vote, but

may be appointed to an office of the Society.

(d) Business, Commercial or Industry Member - any person not holding a valid

certificate of qualification of the Society, but who has paid the applicable

membership dues and who has received approval of the Board. This category of

membership has no vote and is not eligible to be elected to the Board.

(e) Life Member - a Registered Member who is recognized for professional

contribution to the Society, as approved by the Board. A Life Member has all of the

privileges of a Registered Member in Good Standing.

Page 4 By-laws

All membership periods shall be annual, subject to their renewal. Memberships

are non-transferable. Certification/Registration (membership) cards shall be

issued annually by the Society. Such cards are the property of the Society, and

the Society reserves the right to recall any membership card at any time.

Section 3.02 - Membership Dues:

The membership dues shall be determined annually by the Board and approved by the

Voting Members of the Society at the Annual General Meeting of the Society. Any fees

may be determined by the Board alone.

The dues period shall be the period commencing March 1st and continuing through

February 28th of the following year (February 29th on leap years). Members, irrespective

of category of membership, shall pay their respective dues to their Provincial/Territorial

Association, which associations shall remit such dues directly to the Society prior to the

end of the dues period, in each fiscal year, to maintain membership in good standing with

the Society.

Any Member who fails to pay his/her annual dues, through their own negligence, within

thirty (30) days of the demand thereof, ceases to be in good standing with the Society,

but may be re-instated upon payment of all dues, fees and restoration of other such

requirements for a member in arrears, as prescribed by the Board. Acceptance of

evidence of payment of membership dues shall be solely at the discretion of the Society.

Section 3.03 - Termination of Membership:

Membership in the Society is terminated when:

(a) the Member dies;

(b) the Member ceases to maintain the qualifications for membership in a membership

class as set out in Section 3.01;

(c) the Member resigns by delivering a written resignation to the Member’s

Provincial/Territorial Association, and such Provincial/Territorial Association

delivers the resignation to the Society in which case such resignation shall be

effective on the date specified in the resignation;

Page 5 By-laws

(d) the Member is removed as a Member of the Society in accordance with Section 4;

(e) the Member’s term of membership expires, if any; or

(f) the Society is liquidated or dissolved under the Act.

Subject to the Articles, upon any termination of membership, the rights of the

Member automatically cease to exist. Where a person is no longer a Member,

then such person shall be deemed to have also automatically resigned as a

Director, an Officer and/or a committee member, as applicable, provided that the

Board may, in its discretion, subsequently re-appoint such individual as an Officer

or committee member if the Board deems it appropriate in the circumstances.

4. DISCIPLINE OF MEMBERS

Section 4.01 - Board Responsibility

The Board may suspend or remove any Member from the Society pursuant to these Bylaws.

The Board shall hear all disciplinary matters provided that it may appoint a

discipline committee (the "Discipline Committee") to further investigate the conduct of a

Member. If constituted, the Discipline Committee will provide a written report of its

findings to the Board. The Board will then make a written decision.

The Discipline Committee shall consist of three (3) Registered Members in Good

Standing.

Where a Member is found guilty by the Board of unprofessional conduct, professional

misconduct or conduct unbecoming of a Member (which conduct unbecoming may

include the violation of any provision of the Articles, By-laws, or policies of the Society, or

may include any conduct which the Board in its sole and absolute discretion considers to

be detrimental to the Society, having regard to the purposes of the Society), the Board

may, by resolution:

(a) terminate the Member’s membership;

(b) suspend the Member for a period not in excess of two (2) years;

Page 6 By-laws

(c) allow the certification of the Member to remain, subject to conditions imposed by

the Board; or

(d) reprimand the Member.

Section 4.02 - Discipline Procedures:

(a) Where an inquiry into the conduct of a Member is deemed advisable by the Board,

registered notice shall be served upon that Member whose conduct is the subject

of inquiry at least thirty (30) days before the first meeting of the Board or Discipline

Committee.

(b) The notice shall embody a copy of the charge(s) and a statement of the subject

matter made against him/her. The notice shall also specify the date, time and

location of the hearing.

(c) The notice shall be served upon him/her personally or may be sent by registered

mail, postage prepaid, to the last known address appearing on the membership

register or other records of the Society and with verification of delivery or by

affidavit of the person serving the notice.

(d) A Registered notice sent by mail shall be deemed to have been served on the date

when it was posted.

(e) The person whose conduct is the subject of inquiry is entitled to be represented by

counsel or agent. Financial responsibility for this remains with the person so

charged.

(f) The hearing(s) shall be held in private unless the person charged requests a

public hearing(s), which request shall be decided by application to the Board, and

which decision is in its sole and exclusive discretion.

(g) Where the person whose conduct is the subject of inquiry does not attend the

hearing, the Board or the Discipline Committee, may, upon proof of service of the

notice, in accordance with this section, proceed with the inquiry in his/her absence

and without further notice, and take such action as this By-law authorizes.

(h) The hearing(s) may be adjourned by the Chair.

Page 7 By-laws

(i) The testimony of a witness or witnesses at the hearing(s) shall be taken under

oath as administered by the Board or Discipline Committee. A legal affidavit will be

accepted.

(j) There shall be a full right to cross-examination of a witness or witnesses and to

call evidence in defence and reply.

(k) The witness or witnesses shall be entitled to such allowance(s) as determined by

the Board.

(l) For the purpose of the hearing(s) a certified copy of a conviction(s) of a person of

any crime or offence, under the Criminal Code, or any other statute, under the

hand of the convicting Magistrate, Judge or Justice of the Peace or under the hand

of the clerk of the Policy Court or Magistrate's Court, is conclusive evidence that

the person has committed the crime(s) or offence(s) stated therein unless it is

shown that the conviction(s) is quashed or set aside.

(m) Evidence may be submitted before the Board or Discipline Committee holding the

hearing(s) either by affidavit, viva voce or as the Board or Discipline Committee

may determine.

(n) All evidence submitted to the Board or Discipline Committee shall be transcribed

or recorded.

(o) All evidence submitted to the Board or Discipline Committee, together with all

reports, orders and other papers on which the Board or Discipline Committee has

acted, are to be preserved.

(p) The decision of the Board shall in every instance be embodied in a formal order of

the Board. This order shall be served as provided in sub-paragraph 4.02(b) and

4.02(c) hereof.

The Board shall have the power to charge or reimburse any Member of the Society for

costs incurred through disciplinary action which, in the discretion of the Board, is

considered warranted.

No person, firm or corporation shall have the right of action or claim against the Board or

Discipline Committee for anything done under this By-law or the regulations.

Page 8 By-laws

The Board may cause any notice of suspension or termination of membership to be

published with or without stating the reasons for such suspension or cancellation as the

Board, in its absolute discretion, decides.

The Discipline Committee, may, with explicit Board approval, for the purpose of execution

of its duties under this By-law or regulations, employ, at the expense of the Society, such

legal or other assistance as it deems necessary or proper.

5. MEETINGS OF MEMBERS

Section 5.01 - Notice of Meetings:

In accordance with and subject to the Act, notice of the time and place of a meeting of

Members shall be given to each Member entitled to vote at the meeting by the following

means:

(a) by mail, courier or personal delivery to each Member entitled to vote at the

meeting, during a period of 21 to 60 days before the day on which the meeting is

to be held; or

(b) by telephonic, electronic or other communication facility to each Member entitled

to vote at the meeting, during a period of 21 to 35 days before the day on which

the meeting is to be held.

Where the Society provides notice electronically, as referred to in section 5.01(b), and if a

Member requests that notice be given by non-electronic means, the Society shall give

notice of the meeting to the Member so requesting in the manner set out in section

5.01(a).

Notice of a meeting of Members shall also be given to each Director and to the public

accountant of the Society during a period of 21 to 60 days before the day on which the

meeting is to be held. Notice of any meeting of Members at which special business is to

be transacted shall state the nature of that business in sufficient detail to permit the

Member to form a reasoned judgment on the business and provide the text of any

Special Resolution or By-law to be submitted to the meeting. The Directors may fix a

record date for determination of Members entitled to receive notice of any meeting of

Members in accordance with the requirements of section 161 of the Act. Subject to the

Page 9 By-laws

Act, a notice of meeting of Members provided by the Society shall include any Proposal

submitted to the Society under section 5.12.

Section 5.02 - Place of Meetings:

Meetings of Members may be held at any place within Canada as the Board may

determine.

Section 5.03 - Annual Meetings:

An annual meeting of Members shall be held at such time in each year, as the Board may

from time to time determine, provided that the annual meeting must be held not later than

twenty-four (24) months after holding the preceding annual meeting and no later than

twelve (12) months after the end of the Society’s preceding fiscal year. The annual

meeting shall be held for the purpose of considering the financial statements and reports

of the Society required by the Act to be presented at the meeting, electing Directors,

appointing the public accountant and transacting such other business as may properly be

brought before the meeting or is required under the Act.

Section 5.04 - Special Meetings:

The Board may at any time call a special meeting of Members for the transaction of any

business which may properly be brought before the Members. On written requisition by

Members carrying not less than five percent of the votes that may be cast at a meeting of

Members sought to be held, the Board shall call a special meeting of Members, unless

the exceptions in the Act are met. If the Directors do not call a meeting within twenty-one

(21) days of receiving the requisition, any Member who signed the requisition may call

the meeting.

Section 5.05 - Special Business:

All business transacted at a special meeting of Members and all business transacted at

an annual meeting of Members is special business, except for consideration of the

financial statements, public accountant’s report, election of Directors and re-appointment

of the incumbent public accountant.

Section 5.06 - Waiving Notice:

Page 10 By-laws

A Member and any other person entitled to attend a meeting of Members may in any

manner and at any time waive notice of a meeting of Members, and attendance of any

such person at a meeting of Members is a waiver of notice of the meeting, except where

such person attends a meeting for the express purpose of objecting to the transaction of

any business on the grounds that the meeting is not lawfully called.

Section 5.07 - Persons Entitled to be Present:

The only persons entitled to be present at a meeting of Members shall be Voting

Members, the Directors, the public accountant of the Society and such other persons who

are entitled or required under any provision of the Act, Articles or By-laws of the Society

to be present at the meeting. Any other person may be admitted only on the invitation of

the chair of the meeting or by Ordinary Resolution of the Members.

Section 5.08 - Chair of the Meeting:

The chair of Members’ meetings shall be the President or, in the absence of the

President, the Executive Vice-President or, in the absence of the executive Vice-

President, the Education Director or, in the absence of the Education Director, the

Treasurer.

Section 5.09 - Quorum:

Subject to the Act, a quorum at any meeting of the Members shall be seventy-five (75)

Voting Members. If a quorum is present at the opening of a meeting of Members, the

Members present may proceed with the business of the meeting even if a quorum is not

present throughout the meeting. For the purpose of determining quorum, a Member may

be present in person or by proxy.

Section 5.10 - Absentee Voting by Mailed-In Ballot or Electronic Ballot:

A Member entitled to vote at a meeting of Members may vote by mailed-in ballot or may

vote by means of a telephonic, electronic or other communication facility if the Society

has a system that enables the votes to be gathered in a manner that permits their

subsequent verification, and permits the tallied votes to be presented to the Society

without it being possible for the Society to identify how each member voted.

Section 5.11 - Votes to Govern:

Page 11 By-laws

At any meetings of the Members, every question shall, unless otherwise provided by the

Articles or By-laws or by the Act, be determined by Ordinary Resolution. In case of an

equality of votes, the chair of the meeting, in addition to an original vote, shall have a

second or casting vote.

Section 5.12 - Proposals at Annual Meetings:

Subject to compliance with section 163 of the Act, a Member entitled to vote at an annual

meeting may submit to the Society notice of any matter that the Member proposes to

raise at the annual meeting (a “Proposal”). Any such Proposal may include nominations

for the election of Directors if the Proposal is signed by not less than five per cent (5%) of

the Members entitled to vote at the meeting. Subject to the Act, the Society shall include

the Proposal in the notice of meeting and if so requested by the Member, shall also

include a statement by the Member in support of the Proposal and the name and address

of the Member. The Member who submitted the Proposal shall pay the cost of including

the Proposal and any statement in the notice of meeting at which the Proposal is to be

presented unless otherwise provided by Ordinary Resolution of the Members present at

the meeting.

Section 5.13 - Proxies:

Members not in attendance at a meeting of Members may vote by appointing in writing a

proxyholder, and one or more alternate proxyholders, who are not required to be

Members, to attend and act at the meeting in the manner and to the extent authorized by

the proxy and with the authority conferred by it subject to the following requirements:

(a) a proxy is valid only at the meeting in respect of which it is given or at a

continuation of that meeting after an adjournment;

(b) a Member may revoke a proxy by depositing an instrument or act in writing

executed by the Member with the chairperson of the meeting on the day of the

meeting or the day of the continuation of that meeting after an adjournment of that

meeting;

(c) a proxyholder or an alternate proxyholder has the same rights as the Member

by whom they were appointed;

(d) if a form of proxy is created by a person other than the Member, the form of

proxy shall

Page 12 By-laws

(i) indicate, in bold-face type,

(A) the meeting at which it is to be used,

(B) that the Member may appoint a proxyholder, other than a person

designated in the form of proxy, to attend and act on their behalf at

the meeting, and

(C) instructions on the manner in which the Member may appoint the

proxyholder,

(ii) contain a designated blank space for the date of the signature,

(iii) provide a means for the Member to designate some other person as

proxyholder, if the form of proxy designates a person as proxyholder,

(iv) provide a means for the Member to specify that the membership

registered in their name is to be voted for or against each matter, or group

of related matters, identified in the notice of meeting, other than the

appointment of a public accountant and the election of Directors,

(v) provide a means for the Member to specify that the membership

registered in their name is to be voted or withheld from voting in respect of

the appointment of a public accountant or the election of Directors, and

(vi) state that the membership represented by the proxy is to be voted or

withheld from voting, in accordance with the instructions of the Member, on

any ballot that may be called for and that, if the Member specifies a choice

under subparagraph (iv) or (v) with respect to any matter to be acted on, the

membership is to be voted accordingly;

(e) a form of proxy may include a statement that, when the proxy is signed, the

Member confers authority with respect to matters for which a choice is not

provided in accordance with subparagraph (d)(iv) only if the form of proxy states,

in bold-face type, how the proxyholder is to vote the membership in respect of

each matter or group of related matters;

(f) if a form of proxy is sent in electronic form, the requirements that certain

information be set out in bold-face type are satisfied if the information in question

is set out in some other manner so as to draw the addressee’s attention to the

information; and

Page 13 By-laws

(g) a form of proxy that, if signed, has the effect of conferring a discretionary

authority in respect of amendments to matters identified in the notice of meeting or

other matters that may properly come before the meeting shall contain a specific

statement to that effect.

6. PROVINCIAL/TERRITORIAL ASSOCIATIONS

A minimum of five (5) Registered Members in Good Standing and the approval of the

Board is required in order that a Provincial/Territorial Association (whether incorporated

or not) be recognized as such by the Society.

Two (2) or more provinces and/or territories may be recognized as one (1)

Provincial/Territorial Association, for the purposes of this By-law.

Members of Provincial/Territorial Associations must have their principal residence within

the geographical bounds of their respective Provincial/Territorial Association.

7. BOARD OF DIRECTORS

The property and business of the Society shall be managed by a Board of Directors (the

“Board”). The Board shall consist of a minimum of nine (9) and a maximum of thirteen

(13) Registered Members in Good Standing. The term of office of the Directors shall be

not more than two years, however Directors may be elected for consecutive terms.

The Board shall consist of the following Directors:

(a) PROVINCIAL DIRECTORS: One (1) Director from each Provincial/Territorial

Association.

(b) EDUCATION DIRECTOR: One (1) Director as nominated by the Provincial

Education Committee.

(c) DIRECTOR(S) AT LARGE: Such further Directors as are elected by the Members

at an annual general meeting of Members, such that the Board does not exceed

thirteen (13) Directors in total.

Section 7.01 - Nominations Committee

Page 14 By-laws

The Board shall establish a Nominations Committee which shall be charged with the

responsibility of identifying and recommending individuals to become Board members.

The size and composition of the Nominations Committee shall be determined by the

Board from time to time and may include non-board members. The Board shall appoint

the chair of the Nominations Committee who shall be a member of the Board.

Nomination Process

The Board shall identify qualified candidates through the following process:

(a) The number of vacancies will be determined each year and the necessary criteria

to fill those vacancies will be identified. Directors will be evaluated based on their

performance and renewal will not be automatic.

(b) A call for nominations will be made and interested parties will be encouraged to

submit applications.

(c) Provincial/Territorial Associations shall submit the names of Provincial Director

nominees to the Nomination Committee no later than thirty (30) days prior to the regular

annual general meeting of Members of the Society.

(d) Applications will be submitted to the chair of the Nominations Committee and

reviewed by the Nominations Committee.

(e) A short-list of candidates will be developed by the Nominations Committee of

those individuals who meet all of the criteria as identified by the Board.

.

(f) If the Provincial/Territorial Associations do not provide nominations to the

Nominations Committee, the Nominations Committee shall provide its own names on the

slate. The Nominations Committee shall also consider the eligibility of any nominations

submitted by a Proposal from a Member.

(g) Reference checks will be completed by the chair of the Nominations Committee or

as delegated.

Section 7.02 - Election of Directors:

The Voting Members of the Society have the ultimate responsibility of approving the

recommendation of the Nominations Committee, however, subject to applicable

Page 15 By-laws

legislation, only nominees approved by the Nominations Committee through the

nomination process set out in these by-laws shall be eligible for election. Directors must

be Voting Members. Directors shall be elected by the Members of the Society by

Ordinary Resolution at an annual meeting of Members at which an election of Directors is

required. Unless the Members, by Ordinary Resolution, elect Directors to hold office for a

term expiring later than the close of the next annual meeting of Members, the term of

office of a Director upon election or appointment shall cease at the close of the second

annual meeting of Members following his/her election or appointment, provided that if no

Directors are elected at such annual meeting he/she shall continue in office until his/her

successor is elected or appointed.

The Board may, on literature of the Society, be designed as a Board of Governors.

The Board may create and delegate such authority, as it deems fit, to a committee or

committees consisting of members of the Society. Each such committee shall elect a

Chairperson and a Secretary. The Board shall have the discretion to appoint and

remove a Committee member, as it deems fit in accordance with prescribed terms of

reference. Such committees can recommend but not change any policy affecting the

membership or operation of the Board.

Section 7.03 - Board Vacancies:

The position of Director shall be automatically vacated:

(a) If a Director shall resign by delivering a written resignation to the President of the

Society;

(b) If a Director is unable to carry out the duties as Director due to mental or physical

reasons, with appropriate medical documentation; or

(c) If, by Ordinary Resolution passed at a meeting of Members, the Voting Members

of the Society remove a Director from office.

In accordance with and subject to the Act and the Articles, a quorum of the Board

may fill a vacancy in the Board. A Director appointed or elected to fill a vacancy

holds office for the unexpired term of their predecessor.

Section 7.04 - Conflict of Interest:

Page 16 By-laws

Every Director and Officer shall disclose to the Society the nature and extent of

any interest that the Director or Officer has in a material contract or material

transaction, whether made or proposed, with the Society, in accordance with the

manner and timing provided in section 141 of the Act.

Section 7.05 - Confidentiality:

Every Director, Officer, committee member, employee and volunteer, shall respect

the confidentiality of matters brought before the Board or before any committee of

the Board. Employees and volunteers shall also keep confidential matters that

come to their attention as part of their employment or volunteer activities.

Section 7.06 - Remuneration:

Directors, Officers and/or Committee Members shall not receive any stated

remuneration for their services. Any remuneration for expenses incurred by

Directors, Officers and/or Committee Members shall, upon proper application, be

validated and approved by resolution of the Board.

Remuneration of any agent or employee of the Society shall be fixed by resolution

of the Board. The President, Executive Vice-President and Treasurer hereafter

shall be constituted as the "Remuneration and Expenses Committee".

8. MEETINGS OF BOARD OF DIRECTORS

Section 8.01 - Time and Place:

The Board shall meet a minimum of four (4) times per year on dates and time at

times and places as the Board shall from time to time prescribe.

Section 8.02 - Calling of Meetings:

Meetings of the Board shall be called by the President, or, in his/her absence, the

Executive Vice-President, or in their absence, upon the signed request of any

three Directors.

Section 8.03 - Notice:

Page 17 By-laws

Notice of meetings shall be in writing to each Director not less than fifteen (15)

days before the date of the meeting. A meeting of the Board may be held and duly

constituted at any time without notice if all the directors are present or, if any be

absent, those absent have waived notice or signified their consent in writing to the

meeting being held in the their absence. For the first meeting of the Board at which

a director is appointed to fill a vacancy in the Board, no notice of such meeting

shall be necessary to the newly elected or appointed director or directors in order

for the meeting to by duly constituted, provided that a quorum of directors be

present.

Section 8.04 - Quorum:

Fifty-one (51) % of the voting directors in attendance at a meeting of the Board

shall constitute a quorum, which quorum must be maintained throughout the

meeting for conducting of the business of the Society.

Section 8.05 - Participation by Telephone or Electronic Means:

If all the directors consent, a director may participate in a meeting of the Board by

means of such telephone or other communication facilities as permit all persons

participating the meeting to communicate adequately with each other during the

meeting, and a director participating in the meeting by that means is deemed to be

present at the meeting. Every such meeting is subject to 8.03 and 8.04 and is to

be recorded.

Section 8.06 - Minutes:

All meetings of the Board are to be documented as formatted minutes.

Section 8.07 - Voting:

Questions arising at any meeting of directors shall be decided by a majority of

votes, and each Director gets to cast one vote. In the case of an equality of votes,

the President of the Society shall have a second or casting vote in addition to

his/her original vote. In his or her absence, the Executive Vice-President of the

Society shall have a second or casting vote in addition to his/her original vote. In

his or her absence, the Education Director shall have a second or casting vote in

addition to his/her original vote. In his or her absence, the Treasurer shall have a

second or casting vote in addition to his/her original vote.

Page 18 By-laws

9. POWERS OF THE BOARD

The Board may exercise all such powers of the Society as are not covered by its

governing legislation or by these By-laws required to be exercised by the Members at

General Meetings. The Board shall have the power to authorize expenditures on behalf

of the Society, from time to time, and may delegate, by resolution, to an officer(s) of the

Society, the right to pay salaries to employees. The Directors shall have the power to

make expenditures for the purpose of furthering the objectives of the Society. The

Board shall have the power to enter into a trust arrangement with a financial institution

for the purpose of creating a trust fund in which the capital and interest may be made

available to acknowledge any notable contribution to cardiology technology by any

person or persons, in accordance with such terms and conditions as the Board may

prescribe. The Board shall take such steps as they may deem requisite, to enable the

Society to receive donations and benefits, for the purpose of furthering the objectives of

the Society. Only the Board can approve and implement a policy affecting membership

or proposed By-law amendments.

10. OFFICERS

The Board shall biennially, or as often as may be required, appoint a President,

Executive Vice-President, Treasurer, Executive Secretary, Education Director and

Registrar.

A Director may be appointed to any office of the Society but no officer need be a Director

unless specified herein. Except for the positions of Executive Secretary and Treasurer,

two or more of the aforesaid offices may be held by the same person. The Board may

from time to time appoint such other officers as it shall deem necessary who shall

perform such duties as shall be assigned to them and have such powers as shall be

delegated to them from time to time by the Board and as permitted by the Act. The term

of office of each of the Officers shall be two years, however Officers may be appointed for

consecutive terms.

Section 10.01 - PRESIDENT:

The President shall preside at all meetings of the members and of the Board.

He/she shall be charged with the general supervision, subject to the authority of

the Board, of the business and affairs of the Society. He/she must be a Director of

the Society. He/she shall preside at all meetings of the Society and of the Board.

He/she shall have the general and active management of the business and affairs

of the Society. He/she shall see that all orders and resolutions of the Board are

Page 19 By-laws

carried into effect and he/she or one of the Executive Vice-President together with

the Executive Secretary, or other officers appointed by the Board, for that purpose,

shall sign all by-laws and other documents requiring the signature of the officers of

the Society.

Section 10.02 - EXECUTIVE VICE-PRESIDENT:

He/she must be a Director of the Society. On completion of his/her term the

Executive Vice-President shall assume the position of President, on approval of

the Board. He/she shall, in the absence or disability of the President, perform the

duties and exercise the powers of the President and shall perform such other

duties as shall from time to time be imposed upon him/her by the Board.

Section 10.03 - TREASURER:

He/she must be a Director of the Society. He/she shall have the custody of the

Society funds and securities and shall keep full and accurate accounts of receipts

and disbursements in books belonging to the Society and shall deposit all monies

and other valuable effects in the name and to the credit of the Society and in such

depositories as may be designated by the Board from time to time. He/she shall

disburse the funds of the Society as may be ordered by the Board taking proper

vouchers for such disbursements, and shall render to the Board, at each regular

meeting of the Board, or whenever they may require it, an account of all his/her

transactions as Treasurer and of the financial position of the Society. The

Treasurer will prepare a comprehensive budget for the ensuing fiscal year to be

submitted to the Board on or before September 30 of the current fiscal year.

He/she shall also perform such other duties as may from time to time be

determined by the Board. The President, Executive Secretary and Treasurer and

any signing authority of the Society may be bonded by a reputable bonding

company for an appropriate amount and he/she shall give the Society his/her

personal recognizance, as satisfactory to the Board, for the faithful performance of

the duties of his/her office. He/she shall restore to the Society, in case of his/her

death, resignation, retirement or removal from office, all books, papers, vouchers,

and all other property belonging to the Society, in his/her possession or under

his/her control.

Section 10.04 - EXECUTIVE SECRETARY:

Page 20 By-laws

He/she shall attend all sessions of the Board and all meetings of the Members and

act as clerk thereof and record all votes and minutes of all proceedings in the

books to be kept for that purpose. He/she shall give or cause to be given, notice

of all meetings of the Members and of the Board, and shall perform such other

duties as may be prescribed by the Board or President, under whose supervision

he/she shall be. He/she shall be custodian of the Seal of the Society, which

he/she shall deliver, when authorized by a resolution of the Board, to such person

or persons as may be named in the resolution.

Section 10.05 - EDUCATION DIRECTOR:

He/she must be a Director of the Society. The Education Director may appoint

specific committees under his/her direction, as required and with the approval of

the Board. He/she also shall be responsible for the supervision and carrying out of

the membership educational program of the Society and the administration of

examination of candidates as necessary.

Section 10.06 - REGISTRAR:

He/she shall keep a copy of the registry of all members, assigning a registration

number to each new member. He/she shall keep full and accurate records of all

members. He/she shall mail a membership card to each member in good standing,

on receipt of annual dues. He/she shall mail a certificate to each new member

upon successful completion of the Society’s certification examination. He/she shall

be responsible for the validation of proxies at each Annual General Meeting of the

Society or any other special meeting of the members of the society.

The President, Executive Vice President, Treasurer and Education Director shall also be

known as the Executive Committee. The Board may remove, whether for cause or

without, any Officer of the Society. If the office of any Officer of the Society shall be or

become vacant, the Board may appoint a person to fill such vacancy.

11. NON-OFFICE APPOINTED POSITIONS

Section 11.01 - LEGAL COUNSEL:

This position shall be appointed by the Board.

Page 21 By-laws

Section 11.02 - HONORARY PRESIDENT:

This position shall be appointed by the Board.

Section 11.03 - AUDITOR:

At each Annual General Meeting, the voting members shall appoint an Auditor to

audit the accounts of the Society for that year and until the next Annual General

Meeting. The report of the Auditor shall be presented to the Members of the

Society at the next held Annual General Meeting of the Society. The remuneration

of the Auditor shall be fixed by the Remuneration and Expenses Committee, upon

approval of the Board.

The Board may appoint such agents and engage such employees as it shall deem

necessary from time to time and these persons shall have the authority and shall perform

the duties as shall be prescribed by the Board at the time of said appointment.

12. EXAMINATION

The Society shall set and/or qualify such examinations that will reflect the current

required educational standards as recommended by the Provincial Education

Coordinators and approved by the Board.

13. OFFICE

The registered office of the Society shall be situated in the province or territory specified

in the Articles at such address as the Board may determine from time to time. The

Directors may change the registered office to another place within the province specified

in the Articles. A Special Resolution of the Members is required in order to authorize an

amendment to the Articles to change the province in which the registered office of the

Society is situated..

14. AMENDMENT OF BY-LAWS

The By-laws of the Society may be repealed or amended by By-law, enacted by a

majority of the Directors at a meeting of the Board of Directors and confirmed, rejected

or amended by the Members by Special Resolution.

Page 22 By-laws

15. SIGNATURES AND CERTIFICATION OF DOCUMENTS

Contracts, documents or any instruments in writing requiring the signature of the Society,

shall be signed by two of either the President, Executive Vice-President or Treasurer. All

contracts, documents and instruments in writing so signed shall be binding upon the

Society without any further authorization or formality. The Board shall have power from

time to time, by By-law, to appoint an officer or officers on behalf of the Society either to

sign contracts, documents and instruments in writing generally or to sign specific

contracts, documents or instruments in writing.

The Seal of the Society, when required, may be affixed to contracts, documents or

instruments in writing, signed, as aforesaid, by any officer or officers appointed by

resolution of the Board.

16. FISCAL MATTERS

The financial year-end of the Society is hereby confirmed as March 31 in each year.

The Society shall be subject to the requirements relating to the appointment of a public

accountant and level of financial review required by the Act.

The Society shall send copies of the annual financial statements and any other

documents required by the Act to the Members between 21 to 60 days before the day on

which an annual meeting of Members is held or before the day on which a written

resolution in lieu of an annual meeting is signed, unless a Member declines to receive

them. Alternatively, the Society may:

(a) give notice to the Members stating that such documents are available at the

registered office of the Society and any Member may request a copy free of

charge at the registered office or by prepaid mail; or

(b) give notice to the Members stating that such documents are available

electronically through a generally accessible electronic source, such as a website.

17. POLICIES, RULES AND REGULATIONS

Page 23 By-laws

The Board may prescribe such temporary rules and regulations not inconsistent with

these By-laws relating to the management and operation of the Society as they deem

expedient.

DONE, PASSED AND ENACTED in the city of Vancouver, in the Province of British

Columbia, this day of , 2014.

_________________________________

President

_________________________________

Executive Vice-President