1. Bylaws
 
ARTICLE ONE
1.01 Definitions
In these Bylaws and all other Bylaws of the Corporation, as from time to time amended:

"Act" means the Canada Corporations Act

"Board" means Board of Directors
"Corporation" means the total membership of the Federation of Medical Women of Canada/La fédération des femmes médecins du Canada Inc. as defined under the Act by Letters Patent dated March 9, 1983.

  

BUSINESS OF THE CORPORATION
2.01 National Office
The National Office of the Corporation shall be in the Regional Municipality of Ottawa-Carleton, Province of Ontario, but may be changed to another centre in Canada by an amendment to the Bylaws at an annual meeting or at a special meeting duly called for the consideration of such Bylaws, as defined in Article IX of the Bylaws.

2.02 Corporate Seal
The Seal, an impression whereof is stamped in the margin hereof, shall be the Seal of the
Corporation.
The Corporate Seal shall be kept in the National Office.
 
2.03 Fiscal Year
The fiscal year shall be the calendar year or such other time as the Board may determine.
 
2.04 Signing Officers
The signing officers of the Corporation shall be any two (2) of the following:
1. President;
2. Treasurer;
3. Another member appointed by the President, to be approved by the Executive Committee.
 
2.05 Auditor
1. An outside Auditor shall be appointed at the annual meeting of the members of the Corporation to audit the financial statements for report to the members.
 
2. The financial statement and report of the Auditor shall be presented at the annual meeting of the members of the Corporation.
 
2.06 Arnheim Medal
1. The Arnheim Medal shall be the Presidential badge and shall be held by each President during her term of office.
2. The medal shall be transferred to the incoming President at the annual general meeting of the members of the Corporation.
3. Should a resolution be carried to dissolve the Corporation (see Article 2, Section 2.08), the Arnheim Medal shall be donated to the National War Museum.
 
2.07 Amendments to the Bylaws
1. These Bylaws may be amended at any annual meeting of the members of the Corporation by a two-thirds (2/3) vote of the votes cast, provided notice in writing of the proposed amendment(s) has been sent to each member one (1) month prior to the annual meeting together with a ballot, which if marked and returned, shall be accepted at the annual meeting as a vote cast on the proposed amendment. The enactment, repeal or amendment of such Bylaws shall not be enforced or acted upon until the approved by the Federal Government Authority.
2. The Board shall from time to time (at least once every ten years) appoint a special committee to review the Bylaws and make recommendations as to suitable alterations to the Bylaws, which shall be presented to the members of the Corporation.
 
2.08 Winding Up or Dissolution of the Corporation
1. A resolution to dissolve the Corporation may be considered at an annual meeting of the members of the Corporation or at a special meeting provided:
a. the resolution is signed by at least ten (10) members of the Corporation and is delivered to the Honorary Secretary or mailed to the Honourary Secretary by registered mail; and
b. a copy of the resolution is mailed to each member of the Corporation at least ten (10) months prior to the date of the meeting at which the resolution is to be considered, together with a ballot, which, if marked and returned, shall be accepted as a vote cast on the proposed resolution.
2. A special meeting of the members of the Corporation to consider resolution referred to in Article 2.08 (1) may be called by the President or two (2) members of the Board of Directors. 
3. A resolution to dissolve the Corporation must be carried by a majority of two-thirds (2/3) of votes cast on the resolution, including the votes cast pursuant to clause (b) of Article 2.08 (1) and the votes cast at the meeting.
4. If the resolution is carried, then the Corporation shall provide for:
a. the disposal of money in the General Fund;
b. the continuance of the Maude Abbott Scholarship Loan Fund under appropriate management;
c. the continuance of the Maude Abbott Research Fund under appropriate management;
d. the continuance of the Jessie McGeachy McLeod Memorial Prize Fund under appropriate management; and
e. the continuance of the Margaret Owens Waite Memorial Fund under appropriate management.

  

MEMBERSHIP
All members shall be national members. Members must comply with the Letters Patent and Bylaws of the Corporation.
 
3.01 Active Membership
A woman medical graduate of an accredited medical school who is a resident of Canada is eligible for active membership in the Corporation upon payment of the required fee. Active members are entitled to vote and to hold office in the Corporation.
 
There are two (2) classes of active members:
1. an active member who pays dues annually; and
2. an active member from whom a life membership fee has been accepted and who does not pay annual dues thereafter.
 
As of 31 December 1982, life membership will no longer be available to active members, but those members who have paid the required life membership fee will be retained in this classification.
 
3.02 International Membership
A woman graduate, resident, or student of an accredited medical school living outside Canada may become a international member of the Corporation upon payment of the required annual fee.  International members are not eligible for assistance from Corporation funds, and are not entitled to vote or to hold office.
 
3.03 Resident and Student Membership 
1) A women graduate of an accredited Canadian medical school who is registered in a residency training program, may become a member of the corporation upon payment of the annual fee.  A resident member of the FMWC can be nominated (by her peers or the Board) and may hold office as the Resident Representative on the Board of Management of the Corporation.  The Resident Representative shall be a voting member of the Board, but is not eligible to hold any other Board position including an executive position.
 
2) A woman undergraduate of an accredited Canadian Medical School may become a member of the Corporation upon payment of the annual fee.  A student member of the FMWC can be nominated (by her peers or the Board) and may hold office as the Student Representative on the Board of Management of the Corporation.  The Student Representative shall be a voting member of the Board.  She is not eligible to hold any other Board position including an executive position.
 
3.04 Senior Membership
Any active member of ten (10) consecutive years who has attained the age of sixty-five (65) and/or who has retired from active practice may be nominated or may apply for senior membership. A senior member shall be elected only with the unanimous approval of the Board of Directors prior to the annual meeting of members of the Corporation and with majority approval at the annual meeting.
 
Senior members will enjoy all the rights and privileges of active membership, but shall not be required to pay an annual fee.
 
The total number of senior members shall not exceed ten percent (10%) of the active membership.
 
Members previously known as Honourary Members will now be known as Senior Members.
 
3.05 Honorary Membership
Honorary Members may be nominated by any member of the Corporation and shall be elected only with the unanimous approval of the Board of Directors prior to the annual meeting of the members of the Corporation and with majority approval at the annual meeting of the members of the Corporation.
 
Honorary members shall have rendered outstanding service to one or more of the following: the Corporation, to medicine, and particularly to women's health or to issue of women's health.  Honorary Members may or may not be members of the Corporation or the medical profession. Not more than one (1) Honorary Member may be elected in any one (1) year. Members previously known as Honorary Associate Members will now be known as Honourary members.
 
Honorary members are not be required to pay an annual fee, are not entitled to vote or to hold office, and are not eligible for assistance from Corporation funds.
 
3.06 Associate Membership
Associate Membership is open to all individuals, both male and female, and is not restricted to members of the medical profession. Associate members shall pay annual fee. Associate members shall not be eligible to vote or to hold office and are not eligible for assistance from Corporation funds.
 
3.07 Fees 
1. Annual fees shall be determined at each annual general meeting of the members of the Corporation.
2. Members who have not paid required fees by mid-fiscal year may be suspended from privileges of membership, but will have such privileges restored on payment of the required fee.
3. Any Branch of the Corporation as described, herein, is entitled to a portion of the membership fees collected for each member. This amount shall be determined at each annual general meeting of the Corporation.
4. Any Branch of the Corporation is permitted to levy from its Branch members any additional sum to conduct the business of its own Branch.
 
3.08 Resignation
Any member may withdraw from the Corporation by submitting a written resignation to the National Office.
 
3.09 Local Organization
Six (6) or more active members in any area may form a Branch of the Corporation upon application to and acceptance by the Executive Committee. The Secretary of the Branch shall inform the Regional Representative and the National Office of the officers of the Branch.

 

ARTICLE FOUR
DIRECTORS (BOARD OF MANAGEMENT)
4.01 Quorum
The affairs of the Corporation shall be managed by its Board of Directors. A quorum shall consist of nine (9) members of the Board present and eligible to vote. Notwithstanding vacancies the remaining Directors may act if constituting a quorum.
 
4.02 Qualification
No person shall be qualified as a Director unless at the time of election and throughout the term of office she is a member of the Corporation entitled to hold office.
 
4.03 Election and Term
The Board of Directors shall be elected at the Annual Meeting. The terms of office are described under the appropriate section of the Constitution. The Board shall consist of:
1. The six (6) Officers of the Corporation as defined in Article Five.
2. The four (4) Regional Representatives, to be defined as:
a. Region I - British Columbia and Yukon;
b. Region II - Alberta, Saskatchewan, Manitoba, Northwest Territories and Nunavut;
c. Region III - Ontario and Québec;
d. Region IV - New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Labrador.
3. The Chairs of the Standing Committees:
a. the Awards committee;
b. the Newsletter Committee;
c. the Finance Committee;
d. the Nomination Committee.
4. The Representative to the Canadian Medical Association National Medical Organizations.
5. The Representative to the Canadian Medical Association Workforce and Education Committee.
6. The Resident Representative
7. The Student Representative
8. The Chairs of Special committees
9. Branch Presidents.
A representative from the Medical Women's International Association may attend as a non-voting participant.
 
4.04 Vacancies or Removal from Office 
1. Vacancies on the Board, however caused, may, so long as a quorum of the Board remain in office, be filled by the directors from among the qualified members of the Corporation, or by a general meeting of the members called for that purpose.
2. The office of the Director shall be vacated upon:
a) written resignation to the Honourary Secretary of the Corporation;
b) proof of mental incompetence or suspension of medical license due to disciplinary action;
c) bankruptcy or suspension of payment or compounding with her creditors;
d) termination of her membership as an active member;
e) a resolution that she be removed from office at a special meeting passed by three quarters (3/4) of the Board; or
f) death.
 
4.05 Meetings of the Board

There shall be at least two (2) meetings of the Board of Directors, one immediately preceding the annual meeting of the Corporation, and a second at a date to be determined by the Board approximately at a half yearly interval from the annual meeting and at such place and time as may be determined by the Board.
A special meeting of the Board may be called by the President or by any two (2) Directors provided that each member of the Board is notified at least twenty-one (21) days in advance of the said meeting. Failure to notify a Director of the meeting will not invalidate the proceeding at that meeting as long as that Director waives notice at the meeting.
Where all Directors consent, a meeting may be held by conference call on telephone or other communications facilities that permit all persons participating in the meeting to hear each other, but a vote must be confirmed in writing within twenty-one (21) days of the conference call.
 
4.06 Books and Records
1) The Directors shall see that all necessary books and records of the Corporation required by the Bylaws of the Corporation or by any applicable statute or law are regularly and properly kept.
2) All Directors are entitled to examine books and records of the Corporation at any reasonable time.
3) The Directors shall from time to time (usually not more frequently than every ten (10) years) appoint a special committee to review material of historical interest to the Corporation and deposit same for safekeeping in an approved archive.
 
4.07 Rules and Regulations
The Board of Directors may prescribe such rules and regulations not inconsistent with these Bylaws relating to the management and the operation of the Corporation as they deem expedient, provided that such rules and regulations shall have force and effect only until the next annual meeting of the members of the Corporation when they shall be confirmed, and failing such confirmation at such annual meeting of members shall at and from time to time cease to have any force and effect.
 
4.08 Business By Resolution
The Board shall conduct business by resolution; moved, seconded and carried by a majority of votes cast. The President shall cast the deciding vote in the case of a tie.
 

4.09 Remuneration of Directors
The Directors shall serve as such without remuneration, but by resolution of the Directors, expenses incurred by a member in her capacity of Director maybe reimbursed by the Corporation.
 
4.10 Executive Committee
The Executive Committee of the Board shall be the officers of the Corporation as defined in Article Five. The Executive Committee may be given such duties, responsibilities and authorities of the Board as the Board may deem appropriate, but shall have the authority to deal with any issue that must receive attention prior to the next board meeting.
 
4.11 Committees
There shall be four (5) Standing Committees of the Corporation. These Committees shall be:
a) The Awards Committee;
b) The Newsletter Committee;
c) The Finance Committee;
d) The Maude Abbott Research Fund Committee; and
e) The Nominating Committee.
Special committees may be appointed by the Board from time to time as is seen fit for a given purpose. Chairs of such committees shall (usually) be members of the Board.  The Board shall set and amend the terms of reference of such committees and discontinue their activities when deemed appropriate.  Special committees shall be reviewed annually.
 
4.12 Participation on the Board of Directors
No member shall serve in more than two (2) positions concurrently on the Board except where extenuating circumstances exist as defined by the Board.
 
ARTICLE FIVE
OFFICERS OF THE CORPORATION
5.01 Officers of the Corporation
The Officers of the Corporation shall be:
1. The President;
2. The President-Elect;
3. The Past President;
4. The Honorary Secretary;
5. The Treasurer; and
6. The National Corresponding Secretary (MWIA Representative).
These Officers shall form the Executive Committee of the Board.  The Newsletter Editor as an Ex Officio member without vote.
 

DUTIES OF THE OFFICERS 
5.02 The President 
The President shall:
1. preside at all meetings of the Corporation, Board and Executive Committee;
2. direct the administration of the Corporation;
3. be the official spokesperson for the Corporation;
4. make official contacts with the Federal Government and other National Organizations;
5. delegate such business of the Corporation as she deems appropriate to other members of the Board;
6. prepare an Annual Report on the activities of the Corporation for presentation at the annual general meeting and for distribution to the members; and
7. be an Ex Officio member with a vote on all Committees.
 
5.03 The President-Elect
The President-Elect shall:
1. delegate and chair a local committee to plan the annual meeting of the members of the Corporation and the scientific session. This committee shall:
a) arrange for funding and co-ordinate with the Treasurer;
b) organize speakers;
c) liaise with venue hotel for accommodation and meals; and,
d) apply and arrange for Continuing Medical Education credits.
2. if necessary, preside at the annual general meeting of the Corporation and at the preceding meeting of the Board in the absence of the President;
3. assume the duties of the President if the President is unable to do so; and
4. co-ordinate and evaluate national membership drives.
 
5.04 The Past President
The Past President shall:
1. act in an advisory capacity to the President;
2. make suggestions as to suitable alterations in the Bylaws for consideration by the Corporation; and
3. usually act as Chair of the Nominating Committee.
 
5.05 The Honorary Secretary
The Honorary Secretary shall:
1. supervise any voting process of those members entitled to vote for election of Board members;
2. receive nominations or applications for Senior membership, and bring such nominations to the Board for their consideration prior to the annual meeting of the Corporation;
3. receive nominations for Honorary membership and bring such nominations to the Board for their consideration prior to the annual meeting of the Corporation;
4. receive and present reports of Chairs of committees to the Board and to the membership at the annual meeting of the Corporation in the absence of the reporting Director or Directors.
5. ensure minutes are kept and accurately recorded of all meetings of the Executive Committee, the Board and the annual meeting of the Corporation.
 
5.06 The Treasurer
The Treasurer shall:
1. be responsible to the Board for the management of all monies, securities and deeds which are the property of the Corporation;
2. study the present and future financial needs of the Corporation and the ways and means of providing for them;
3. prepare the annual budget for the Corporation to be presented at the annual meeting of the Corporation; 4. arrange for the annual audit of the books of the Corporation;
5. prepare an annual report for presentation to the Board at their annual meeting which shall include a description of all financial activities of the Corporation during the previous fiscal year;
6. seek financial advice as necessary;
7. co-ordinate the administration of any loans or bursaries in accordance with the provisions of the Bylaws;
8. co-ordinate with the Newsletter Editor the budget and finances of the Newsletter;
9. ensure, in co-operation with the National Coordinator (Medical Women's International Association), that the membership fee for members of the Corporation is paid annually to the Medical Women's International Association; and
10. ensure that all authorized accounts are paid.
 
5.07 The National Coordinator (Medical Women's International Association)
The National Coordinator (Medical Women's International Association) shall:
1. report the activities of the Corporation to the Regional Vice-President of the Medical Women's International Association and to the meetings of the Medical Women's International Association;
2. act as liaison officer between the Corporation and the Medical Women's International Association and supervise all correspondence between them; and
3. report on the activities of the Medical Women's International Association at the meetings of the Corporation and Board.

  

ELECTION AND APPOINTMENT OF OFFICERS, REPRESENTATIVES AND COMMITTEE CHAIRS
6.01 President
The President shall be the member who served as President-Elect for the preceding year. She shall hold office for one (1) year.
 
6.02 President-Elect
The President-Elect shall be elected from the general membership and shall hold office for one (1) year.
 
6.03 Past President
The Past President shall be the member who served as President for the preceding year. She shall hold office for one (1) year.
 
6.04 Honorary Secretary
The Honorary Secretary shall be elected from those members who are residing in the region in which the President resides, or failing this, from the general membership. She shall hold office for one (1) year.
 
6.05 Treasurer
The Treasurer shall be elected from the general membership but shall reside in the same area as the National Office. She shall hold office for two (2) years and may be re-elected at the end of her term of office for one (1) more term.
 
6.06 National Coordinator (MWIA)
The National Coordinator (MWIA) shall be elected from teh general membership.  She shall hold office for three (3) years and may be re-elected at the end of her term of office for one (1) more term.
 
6.07 Regional Representative
The Regional Representative for each region shall be elected from those members who are residing in that region. She shall hold office for two (2) years and may be re-elected at the end of her term of office.
 
6.08 Representative to the Canadian Medical Association National Medical Organizations
The Representative to the Canadian Medical Association National Medical Organizations shall be elected from the general membership. She shall hold office for a term of three (3) to five (5) years, as specified by the Canadian Medical Association and may be re-elected at the end of her term of office for one (1) more term.
 
6.09 Representative to the Canadian Medical Association Workforce and Education Committee
The Representative to the Canadian Medical Association Workforce and Education Committee shall be elected from the general membership. She shall hold office for two (2) years and may be re-elected at the end of the term of office for one (1) more term.
 
6.10 Resident Representative
A woman graduate of an accredited Canadian Medical School who is registered in a residency training program, may become a member of the Corporation upon payment of the annual fee.  A resident member of the Federation of Medical Women of Canada can be nominated (by her peers, or the Board) and may hold office as the Resident Representative on the Board of Management of the Corporation.  The Resident Representative shall be a voting member of the Board, but is not eligible to hold any other Board position including an executive position. 
 
6.11 Student Representative
A woman undergraduate of an accredited Canadian Medical School may become a member of the Corporation upon payment of the annual fee.  A student member fo the Federation of Medical Women of Canada can be nominated (by her peers or the Board) and may hold office as the Student Representative on the Board of Management of the Corporation.  The Student Representative shall be a voting member of the Board.  She is not eligible to hold any other Board position including an executive position.
 
6.12 Chairs of the Standing Committees
Chairs of the Standing Committees, except the Nominating Committee and the Awards Committee shall be elected from the general membership. They shall hold office for two (2) years and may be re-elected at the end of their term of office for one (1) more term.  the Newsletter Editor shall hold office for three (3) years and may be re-elected at the end of her term of office for one (1) more term.
The Chair of the Awards Committee shall be the person designated according to Article Seven (7), Section 7.02 (1) and the Chair of the Nominating Committee shall be the person designated according to Article seven (7), Section 7.06 (2).
 
6.13 Branch Representatives
Each Branch President shall:
1) be elected from the members of the local organization; and
2) have her election ratified at the annual meeting of the Corporation
 
6.14 Special Committee Chairs
Special Committee Chairs shall:
1) be elected by the Board of Directors; and
2) usually be members of the Board
 
Duties of the Representatives
 
6.15 Regional Representative
Each Regional Representative shall:
1. be responsible for the development of new branches within her region and the maintenance of established branches;
2. attend all meetings of the Board or appoint an official deputy;
3. represent the members of the Corporation for her region to the Board;
4. act as the liaison officer between the Board and the Regional Branches;
5. assist the President-Elect in the planning of the annual general meeting and all activities associated with that meeting;
6. ensure that she receives membership lists for members within her region;
7. ensure that annual Branch Reports for her province are forwarded to the National Office; and
8. provide the National Office the names and addresses of any newly elected executive/committees at the branches in her region.
 
6.16 Representative to the Canadian Medical Association National Medical Organizations
The Representative to the Canadian Medical Association National Medical Organizations shall;
1) attend the meetings of the CMA National Medical Organizations or appoint an official deputy;
2) bring to the attention of the Board and Corporation issues of relevance to women physicians; and
3) bring to the attention of the CMA General Council and/or National Medical Organizations issues relevant to women physicians, as directed by the Board or the Corporation.
 
6.17 Representative to the Canadian Medical Association Workforce and Education Committee
The Representative to the Canadian Medical Association Workforce and Education Committee shall:
1) bring to the attention of the Board and Corporation issues of relevance to the education of women physicians; and
2) attend meetings of the CMA Workforce and Education Committee or appoint a deputy.
 
6.18 Resident Representative
The Resident Representative shall:
1) attend meetings of the Board and Corporation; and
2) bring to the attention of the Board and Corporation issues of relevance to women residents.
 
6.19 Student Representative
The Student Representative shall:
1) attend meetings of the Board and Corporation; and
2) bring to the attention of the Board and Corporation issue of relevance to women students.
 
6.20 Standing Committee Chairs
Standing Committee Chairs shall:
1) attend meetings of the Board of Directors or appoint an official deputy; and
2) prepare a report of the activities of their committee for presentation at each meeting of the Board of Directors
 
 
6.21 Branch Presidents
Branch Representatives shall:
1) attend meetings of the Board of Directors or appoint an official deputy; and
2) prepare a report of the activities of the Branch for presentation at each meeting of the Board of Directors
 
6.22 Special Committee Chairs
Special Committee Chairs shall:
1) attend meetings of the Board of Directors or appoint an official deputy; and
2) prepare a report of the activities of their committee for presentation at each meeting of the Board of Directors

 

ARTICLE SEVEN
COMMITTEES - MEMBERSHIP AND DUTIES
7.01 Standing Committees
The Standing Committees of the Corporation shall be:
1. The Awards Committee;
2. The Newsletter Committee;
3. The Maude Abbott Research Fund Committee; and,
4. The Nominating Committee.
 
7.02 The Awards Committee
The Awards Committee shall:
1) consist of four (4) members, one (1) at elected at each annual meeting of the members of the Corporation to hold office for four (4) years.  The member will succeed to the Chair of the Committee in the fourth (4th) year of her term of office.  The Treasurer shall serve as an advisor and voting member of the Committee;
2) oversee the administration of:
a) The Maude Abbott Loan Fund;
b) The Margaret Owens Waite Memorial Fund; and,
c) Any other fund struck to consider the presentation of awards.
3) review the qualifications of applicants for loans or grants; and
4) make recommendations to the Treasurer for granting of awards in accordance with the provisions of the Bylaws.
 
7.03 The Newsletter Committee
The Newsletter Committee shall consist of up to three (3) members, an Editor and two (2) members from other regions to assist the Editor. The Newsletter Editor is elected from the general membership at the annual meeting of the Corporation.  She shall hold office for three (3) years and may be re-elected at the end of her term of office.  The members of the Committee shall be elected from the general membership at the annual meeting of the Corporation and shall hold office for on (1) year, but may be re-elected at the end of their term of office for one (1) more term.
The Newsletter Editor
1. Coordinate and supervise the compilation and printing of the Newsletter which shall be distributed to the members of the Corporation from time to time as determined by the Board.
2. Provide the Treasurer with an accurate record of all financial activities pertaining to the publication of the Newsletter.
3. Assist the Treasurer in preparation of the budget as it pertains to the publication of the Newsletter.

  

7.04 The Finance Committee
The Finance Committee shall:
1. Consist of three (3) members elected from the general membership at the annual meeting of the Corporation.  The Chair shall hold office for two (2) years and may be re-elected at the end of her term of office for one (1) more term. The two other members shall hold office for one (1) year and may be re-elected at the end of their terms for one (1) more term.  In a year when a new chair is elected, one member must be re-elected to provide continuity on the committee.  Regional representation must be considered when electing members.
2. With the Treasurer, be responsible to the Board for the management of all monies, securities and deeds which are the property of the Corporation;
3. Review all pertinent financial reports of the Corporation, including audited statements, budgets, and quarterly and monthly reports as prepared and presented by the Treasurer;
4. Receive and review proposals regarding the financial well-being of the Corporation, including proposed or actual expenditures of the Corporation and any financial resource development;
5. Present advice regarding the financial affairs and investment of funds of the Corporation to the Board of Directors and to the annual meeting of the members.

 

7.05 The Maude Abbott Research Fund Committee
The Maude Abbott Research Fund Committee shall:
1. Consist of five (5) members elected at the annual meeting of the Corporation.  The Chair and Financial Officer are the Officers of the Committee.  The Financial Officer may be an Associate Member of the Corporation.  The other three (3) members shall be two (2) from the Board of Directors and one (1) from the general membership.  All members shall hold office for two (2) years and may be re-elected at the end of their terms for one (1) more term.  Election shall be staggered to allow the election of one (1) new Officer or members annually.  The President, President-elect and Treasurer shall be ex-officio members.
2. Be responsible for the planning, corporate development and public relations of the Maude Abbott Research Fund, an endowed fund for the purpose of research in and promotion of women's health.
3. Raise funds through donations from Federation of Medical Women of Canada members and non-members.  The monies will be invested and income from teh fund will be used for research grants.  Accounts will be audited as per guidelines set by Revenue Canada for charitable organizations.
4. Review and approve applications from active Federation of Medical Women of Canada members in practice for grants of $1000 to $2000 for clinical research, education and promotion of women's health, consistent with the goals and objectives of the Federation of Medical Women of Canada.  All monies will be allocated subject to availability of funds.
5. Have annual meeting. Special meetings may be called with timely notice.
6. Report to the Board of Directors at the Annual and Interim Board meetings.
 
7.06 The Nominating Committee
1. The Nomination Committee shall consist of three (3) members, which will include the immediate Past President (if available) and tow (2) members of the Corporation at large elected from the floor at the annual meeting.
2. The Past President shall usually be the Chair.
3. The Nominating Committee shall nominate one (1) or more candidates for each office for which there is to be an election. Nominations should be received from the membership three (3) calendar months before the annual meeting.  Further nominations may be from the floor at the annual meeting of the members of the Corporation.
4. The Nominating Committee is responsible for the nomination of a Resident Representative.
5. The Nominating Committee is responsible for the nomination of a Student Representative.

  

PROTECTION OF DIRECTORS AND OFFICERS
8.01 Indemnification of Directors and Officers
Every Director and Officer of the Corporation, her heirs, executors and administrators, and her estate and effects shall from time to time and at all times, be indemnified and saved harmless out of the funds of the Corporation from and against:
1. all sums of money, whether by way of damages or otherwise which she may be required to pay as a result of any claim, action or other proceeding of whatever nature, brought against her or in respect of any act, deed, omissions or other matter or thing whatsoever, made, done, permitted by her to be done, or concurred in by her, in or about the execution of the duties of her office, and whether or not such requirement to pay arises by Judgement or Order of a Court of competent jurisdiction or otherwise, except by willful neglect or by any criminal act;
2. all costs, charges and expenses reasonably incurred by her in defending or settling any such claim, action or other proceeding; and
3. all other costs, charges and expenses that she sustains or incurs in or about in relation to the affairs of the Corporation.

  

MEETINGS
9.01 Meetings of the Membership
1. The date and venue of the annual general meeting of the Corporation for the next year shall be determined by the Board and shall be announced at the preceding annual general meeting.
2. A special meeting of the members of the Corporation may be called by the President, or by any two (2) members of the Board, provided each member of the Corporation be sent a notice in writing at least twenty-one (21) days in advance of the said meeting, setting out the date, time, place and purpose of the meeting.
3. The quorum at all meetings of the members of the Corporation shall be twenty (20) members present and eligible to vote.

9.02 Meetings of the Board
 
1. The Board shall meet at the call of the President, or in her absence, the President-Elect or upon the request of two (2) or more members of the Board provided each member of the Board is sent a notice in writing at least twenty-one (21) days in advance of the said meeting setting out date, time and purpose of the meeting.
 
2. Meetings of the Board shall be called at least twice in each year. One such meeting shall be held immediately prior to the annual general meeting of the members of the Corporation and a second meeting shall be held mid-year.
 
3. Any member serving on the Executive of or chairing a committee of the Canadian Medical Association may be invited to attend meeting of the Board as a non-voting participant.
 
4. Any members serving on the Medical Women's International Association Executive may be invited to attend the meetings of the Board as a non-voting participant.
 
5. In the absence of the President or President-Elect, a member to Chair the meeting shall be elected from the floor.
 
6. No guests may attend the business meetings of the Corporation except persons invited by the President or her deputy. 
 
9.03 Meetings of the Executive Committee
 
1. The President when present, or in her absence, the President-Elect, or in her absence, such other person as may be elected shall act as Chair of the Executive Committee.
 
2. A meeting of the Executive Committee may be called by the President, provided that each member of the Executive Committee is notified at least fourteen (14) days in advance of the said meeting. This meeting may proceed by conference call at the discretion of the President.
 
3. The quorum of any meeting of the Executive Committee shall consist of not less than four (4) members thereof.
 
ARTICLE TEN
DUTIES OF LOCAL ORGANIZATIONS (BRANCHES)
10.1
Each Branch, where applicable, shall provide the National Office with names, addresses and any other necessary information for the national database for all members.
 
Each Branch shall provide the national office with the names of its current Branch Executive.
 
10.2
Each Branch shall provide the Treasurer with an annual financial report;
 
10.3
Each Branch shall provide the Honorary Secretary with nominations for the Regional Director at least three (3) months prior to the annual general meeting;
 
10.4
Each Branch shall provide an annual report on the activities of the Branch to the Regional Director and to the National Office at least one (1) month prior to the annual general meeting;
 
10.5
Each Branch shall provide the Honorary Secretary with any nominations for Senior and Honorary memberships from that Branch one (1) month prior to the annual general meeting.
 
10.6
The National Office shall provide each Branch with a list of its members twice a year.

APPENDIX (i)

Passed by the Director's and sealed with the Seal of the Corporation this 13th day of August, 2005.
President, Dr. Catherine Younger-Lewis
Honorary Secretary, Dr. Catherine Wilkie
Sanctioned by the members on this 13th day of August, 2005.
Honorary Secretary, Dr. Catherine Wilkie