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Bylaws

Bylaws

The Society of Gynecologic Oncology of Canada
Bylaw #1 – effective May 2, 2014

A by-law relating generally to the conduct of the affairs of

THE SOCIETY OF GYNECOLOGIC ONCOLOGY OF CANADA/
LA SOCIÉTE DE GYNÉCO-ONCOLOGIE DU CANADA

(hereinafter referred to as the “Corporation”)

Definitions and Interpretation

1.  In this By-law and in all other By-laws of the Corporation, unless the context otherwise requires:

1.1.  “Act” means the Canada Not-For-Profit Corporations Act, S.C. 2009, c.23 including the Regulations made pursuant to the Act, and any statute or regulations that may be substituted, as amended from time to time;

1.2.  “Articles” means the original or restated articles of incorporation or articles of amendment, amalgamation, continuance, reorganization, arrangement or revival of the Corporation;

1.3.  “Associate” means a supporter of the Corporation as further defined in Article 18 of this By-Law and who is not a member of the Corporation within the meaning of the Act or the By-Laws and shall have no right to vote at Members’ Meetings. The term Associate includes Resident Associates, Fellow-in-Training Associates, Provisional Associates, Emeritus Associates and Honourary Associates;

1.4.  “Board” means the Board of Directors of the Corporation;

1.5.  “By-laws” means this By-law and any other by-law of the Corporation as amended and which are, from time to time, in force and effect;

1.6.  “Director” means a member of the Board;

1.7.  “Member” means an individual that meets the requirements for membership set out in Article 10 of this by-law has applied for and has been accepted into membership in the Corporation by resolution of the Board or in such other manner as may be determined by the Board. The term Member includes Category 1 Members, Category 2 Members, and International Members;

1.8.  “Officer” or “Officers” means any one or more persons, respectively, who have been appointed as officers of the Corporation in accordance with the By-laws;

1.9.  “Ordinary Resolution” means a resolution passed by a majority of the votes cast on that resolution;

1.10.  “Proposal” means a proposal submitted by a Member of the Corporation that meets the requirements of the Act;

1.11.  “Regulations” means the regulations made under the Act, as amended, restated or in effect from time to time;

1.12.  “Special Resolution” means a resolution passed by a majority of not less than two-thirds (2/3) of the votes cast on that resolution.

2.  In the interpretation of this by-law, words in the singular include the plural and vice-versa, words in one gender include all genders, and “person” includes an individual, body corporate, partnership, trust and unincorporated organization.

Business of the Corporation

3.  Corporate Seal. The Corporation may have a corporate seal in the form approved from time to time by the Board. If a corporate seal is approved by the Board, the Secretary-Treasurer of the Corporation shall be the custodian of the corporate seal.

4.  Registered Office. Unless changed in accordance with the Act, the head office of the Corporation shall be in the City of Ottawa, in the Province of Ontario.

5.  Books and Records. The Board shall see that all necessary books and records of the Corporation required by the By-laws or by any applicable statute or law are regularly and properly kept.

Execution of Documents. Deeds, transfers, assignments, contracts, obligations and other instruments in writing requiring execution by the Corporation may be signed by the Secretary-Treasurer and one other officer. In addition, the Board may from time to time direct the manner in which and the person or persons by whom a particular document or type of document shall be executed. Any person authorized to sign any document may affix the corporate seal (if any) to the document. Any signing officer may certify a copy of any instrument, resolution, by-law or other document of the Corporation to be a true copy thereof.

6.  Financial Year. The financial year end of the Corporation shall be December 31st in each year or as otherwise determined by the Board.

7.  Banking Arrangements. The banking business of the Corporation shall be transacted at such bank, trust company or other firm or corporation carrying on a banking business in Canada or elsewhere as the Board may designate, appoint or authorize from time to time by resolution. The banking business or any part of it shall be transacted by an Officer or Officers of the Corporation and/or other persons as the Board may by resolution from time to time designate, direct or authorize.

8.  Borrowing Powers. The Directors of the Corporation may, without authorization of the Members,

8.1.  borrow money on the credit of the Corporation;

8.2.  issue, reissue, sell, pledge or hypothecate debt obligations of the Corporation;

8.3.  give a guarantee on behalf of; and

8.4.  mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the Corporation, owned or subsequently acquired, to secure any debt obligation of the Corporation.

9.  Annual Financial Statements. The Corporation may, instead of sending copies of the annual financial statements and other documents referred to in subsection 172(1) of the Act to the Members, publish a notice to its Members stating that the annual financial statements and documents provided in subsection 172(1) are available at the registered office of the Corporation and any Member may, on request, obtain a copy free of charge at the registered office or by prepaid mail.

Members and Associates of the Corporation

10.  Membership Conditions. Subject to the Articles, there shall be one class of Members in the Corporation. Each Member shall be entitled to receive notice of, attend and exercise one (1) vote at all meetings of the Members of the Corporation. Membership in the Corporation shall be available only to individuals who are interested in furthering the Corporation’s purposes, who have applied for and been accepted into membership in the Corporation by resolution of the Board or in such other manner as may be determined by the Board and who are:

10.1.  a gynecologist, medical oncologist, radiation oncologist or a pathologist trained or certified in Canada (or such equivalent acceptable to the Board) who:

(a)    has completed additional formal training as is acceptable to the Board and is relevant to the management of gynecological malignancies; and
(b)    is a member of a Division of Gynecological Oncology or formal cancer program which offers comprehensive cancer treatment, including radical pelvic surgery, radiation and chemotherapy;
(each a “Category 1 Member”)

10.2.  a recognized physician, a nurse, allied health professional or scientist who commit a substantial portion of their professional time to the advancement of gynecologic oncology but would not be eligible to be an Category 1 Member of the Corporation (each a “Category 2 Member”); or

10.3.  an individual who practices medicine outside of Canada and who:

(a)    has successfully completed additional formal training in gynecologic oncology, medical oncology or radiation oncology in Canada (or such equivalent acceptable to the Board); and
(b)    is recognized by their peers as having expertise in the discipline; and
(c)    is engaged in the practice of gynecologic oncology in a center outside of Canada, which is within an organized program of gynecologic oncology that offers comprehensive cancer treatment including radical pelvic surgery, radiation and chemotherapy, or such equivalent as may be acceptable to the Board.
(each an “International Member”)

11.  Right of Members to Hold Office. Category 1 Members may serve in any office of the Corporation. Category 2 Members and International Members may hold any office in the Corporation except those of President, President-Elect and Secretary-Treasurer.

12.  Membership Dues, Members shall be notified in writing of the membership dues at any time payable by them and, if any are not paid within six (6) calendar months of the membership renewal date the Members in default shall automatically cease to be Members of the Corporation.

13.  Termination of Membership. A membership in the Corporation is terminated when:

13.1.  the Member dies;

13.2.  a Member fails to maintain any qualifications for membership described in the section on membership conditions of these By-laws;

13.3.  the Member resigns by delivering a written resignation to the Secretary-Treasurer of the Board in which case such resignation shall be effective on the date specified in the resignation or the end of the membership ear in which such request is received;

13.4.  the Member is expelled in accordance with any discipline of Members section or is otherwise terminated in accordance with the Articles or By-laws;

13.5.  the Member’s term of membership expires; or

13.6.  the Corporation is liquidated or dissolved under the Act.

14.  Effect of Termination of Membership. Subject to the Articles, upon any termination of membership, the rights of the Member, including any rights in the property of the Corporation, automatically cease to exist. Upon termination of membership there shall be no refund of dues.

15.  Discipline of Members. The Board shall have authority to suspend or expel any Member from the Corporation for any one or more of the following grounds:

15.1.  violating any provision of the Articles, By-laws, or written policies of the Corporation;

15.2.  non-payment of dues;

15.3.  carrying out any conduct which may be detrimental to the Corporation as determined by the Board in its sole discretion;

15.4.  loss of their license to practice their profession related to professional misconduct;

15.5.  behavior that is slanderous, which casts discredit on their profession or that is detrimental to their profession or the Corporation;

15.6.  for any other reason that the Board in its sole and absolute discretion considers to be reasonable, having regard to the purpose of the Corporation.

In the event that the Board determines that a Member should be expelled or suspended from membership in the Corporation, the president, or such other Officer as may be designated by the Board, shall provide twenty (20) days of notice of suspension or expulsion to the Member and shall provide reasons for the proposed suspension or expulsion. The Member may make written submissions to the president, or such other Officer as may be designated by the Board, in response to the notice received within such twenty (20) day period. In the event that no written submissions are received by the president, the president, or such other Officer as may be designated by the Board, may proceed to notify the Member that the Member is suspended or expelled from membership in the Corporation. If written submissions are received in accordance with this section, the Board will consider such submissions in arriving at a final decision and shall notify the Member concerning such final decision within a further twenty (20) days from the date of receipt of the submissions. The Board’s decision shall be final and binding on the Member, without any further right of appeal.

16.  Membership Transferability. A membership may only be transferred to the Corporation.

17.  Associate Conditions. An individual may become an Associate if they are interested in furthering the Corporation’s purposes and if they:

17.1.  are a resident registered in a sub-specialty training program (fellow-in-training) in gynecologic oncology including surgical, radiation, or medical oncology and pathology (each a “Fellow-in-Training Associate”);

17.2.  are enrolled in a recognized post-graduate training program in obstetrics and gynaecology, medical oncology, radiation oncology or pathology (each a “Resident Associate”) and they have applied for and been accepted as an Associate of the Corporation by resolution of the Board or in such other manner as may be determined by the Board;

17.3.  have had their membership approved by the Membership Committee of the Corporation but not yet approved by resolution of the Board or in such other manner as may be determined by the Board (each a “Provisional Associate”);

17.4.  are at least 65 years of age, a Member of the Corporation and have retired from the practice of gynecologic oncology (each an “Emeritus Associate”) and they have applied for and been accepted as an Associate of the Corporation by resolution of the Board or in such other manner as may be determined by the Board;

17.5.  have made a significant contribution to the field of gynecological oncology and are an individual to whom the Corporation wishes to grant special recognition (each an “Honourary Associate”) been accepted as an Associate of the Corporation by resolution of the Board or in such other manner as may be determined by the Board.

18.  Rights of Associates. Associates shall not have any of the rights or obligations of Members, including voting rights, and shall not be considered Members within the meaning of the Act, the Articles or the By-laws. The Board may suspend or expel Associates from the Corporation at their discretion.

19.  Associate Dues. Associates shall be notified in writing of the dues at any time payable by them and, if any are not paid within six (6) calendar months of the due date, the Associates in default shall automatically cease to be Associates of the Corporation. Notwithstanding the foregoing, Emeritus Associates and Honorary Associates shall not pay dues. Upon termination of associateship in the Corporation there shall be no refund of dues.

20.  Change in Member and Associate Category. A change in membership category will automatically occur upon the Corporation receiving written official notification of any of these events:

20.1.  Completion of Fellowship Training Program: a Fellow-in-Training Associate who has successfully completed his/her gynecologic oncology training program will automatically become a Category 1 Member or an International Member, whichever category of membership applies.

20.2.  Completion of Residency: a Resident Associate who has successfully completed his/her obstetrics and gynecology training who proceeds to enroll in a subspecialty training program in gynecologic oncology will automatically become a Fellow-in-Training Associate. A Resident Associate who has completed his/her obstetrics and gynecology training and who does not enroll in a subspecialty training program in gynecologic oncology shall cease to be a Resident Associate of the Corporation. Notwithstanding the foregoing, a Resident Associate that has completed his/her obstetrics and gynecology training and who does not enroll in a subspecialty training program in gynecologic oncology may apply to the Chairperson of the Membership Committee of the Corporation for special consideration to retain his/her membership.

20.3.  Change in Location of Practice: a Category 1 Member who begins practice outside of Canada will automatically become an International Member.

20.4.  Approval of Membership: a Provisional Associate who is voted-in by the Board will automatically become a member of the Member or Associate category for which they have been approved by the Board.

Meetings of Members

21.  Notice of Members Meeting. Notice of the time and place of a meeting of Members shall be given to each Member entitled to vote at the meeting by one of the following means:

21.1.  by mail, courier or personal delivery to each Member entitled to vote at the meeting, not less than 21 and not more than 60 days before the day on which the meeting is to be held; or

21.2.  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.

22.  Members Calling a Members’ Meeting. The Board shall call a special meeting of Members in accordance with the Act, on written requisition of Members carrying not less than 5% of the voting rights. 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. If Members call a meeting, they shall pay the costs of the meeting unless the Board or Members decide otherwise.

23.  Absentee Voting at Members’ Meetings. Pursuant to the Act, at the sole and absolute discretion of the Board, a Member entitled to vote at a meeting of Members may vote by means of a telephonic, electronic or other communication facility if the Corporation has a system that:

23.1.  enables the votes to be gathered in a manner that permits their subsequent verification, and

23.2.  permits the tallied votes to be presented to the Corporation without it being possible for the Corporation to identify how each Member voted.

24.  Proposals Nominating Directors at Annual Members’ Meetings. Subject to the Regulations under the Act, any Proposal may include nominations for the election of directors if the Proposal is signed by not less than 5% of Members entitled to vote at the meeting at which the Proposal is to be presented.

25.  Cost of Publishing Proposals for Annual Members’ Meetings. 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.

26.  Place of Members’ Meeting. Subject to compliance with the Act and as per the Articles, meetings of the Members may be held at any place inside or outside of Canada as may be determined by the Board.

27.  Persons Entitled to be Present at Members’ Meetings. The only persons entitled to be present at a meeting of Members shall be those entitled to vote at the meeting, the Associates, the Directors and the public accountant of the Corporation and such other persons who are entitled or required under any provision of the Act, Articles or By-laws of the Corporation to be present at the meeting. Any other person may be admitted only on the invitation of the Chair of the meeting or by resolution of the Members.

28.  Chair of Members’ Meetings. In the event that the President and President-Elect are absent, the Members who are present and entitled to vote at the meeting shall choose another Member to chair the meeting.

29.  Quorum at Members’ Meetings. A quorum at any meeting of the Members (unless a greater number of members are required to be present by the Act) shall be the lesser of twenty-five (25) or ten percent (10%) of the Members entitled to vote at the meeting. 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. Notwithstanding anything else in this By-law, where a motion or resolution is put before a Meeting of the Members, quorum must be present for a vote on such motion to take place.

30.  Votes to Govern at Members’ Meetings. At any meeting of Members every question shall, unless otherwise provided by the Articles or By-laws or by the Act, be determined by a majority of the votes cast on the questions. In case of an equality of votes either on a show of hands or on a ballot or on the results of electronic voting the chair of the meeting shall not have a second or casting vote and the motion will be defeated.

31.  Participation by Electronic Means at Members’ Meetings. If the Corporation chooses to make available a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during a meeting of Members, any person entitled to attend such meeting may participate in the meeting by means of such telephonic, electronic or other communication facility in the manner provided by the Act. A person participating in a meeting by such means is deemed to be present at the meeting. Notwithstanding any other provision of this By-law, any person participating in a meeting of Members pursuant to this section who is entitled to vote at that meeting may vote, in accordance with the Act, by means of any telephonic, electronic or other communication facility that the Corporation has made available for that purpose.

32.  Members’ Meeting Held Entirely by Electronic Means. If the Directors or Members of the Corporation call a meeting of Members pursuant to the Act, those Directors or Members, as the case may be, may determine that the meeting shall be held, in accordance with the Act and the Regulations, entirely by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting.

Board of Directors

33.  Number of Directors. The Board shall consist of the number of Directors specified in the Articles. If the Articles provide for a minimum and maximum number of Directors, the Board shall be comprised of the fixed number of Directors as determined from time to time by the Members by Ordinary Resolution or, if the Ordinary Resolution empowers the Directors to determine the number, by resolution of the Board.

34.  Term of Office of Directors. The Directors shall be elected to hold office as follows:

In every second year the Members shall elect an individual to the roles of President-Elect and a Director and such individual shall serve for a term of four (4) years: the first two years in the role of President-Elect and the second two years in the role of President;

34.1.  In every second year the individual finishing their term as President may stand for election as Past-President and a Director. In the event such individual is re-elected they shall serve for a term of two (2) years;

34.2.  In every second year the Members shall elect an individual to the roles of Secretary-Treasurer and a Director and such individual shall serve for a term of two (2) years;

34.3.  In every second year the Members shall elect four (4) individuals to serve as Directors-at-Large of the Corporation and such individuals shall each serve for a term of two (2) years.

34.4.  In every year the Members shall elect one (1) Fellow-in-Training Associate to serve as a Director-at-Large of the Corporation and such individual shall each serve for a term of one (1) year.

35.  Vacation of Office. The office of Director shall be automatically vacated:

35.1.  if a Director resigns by delivering a written resignation to the Secretary-Treasurer of the Corporation;

35.2.  if the Director is found by a court to be of unsound mind;

35.3.  if the Director becomes bankrupt or suspends payment or compounds with such Director’s creditors;

35.4.  if at  a meeting of Members An Ordinary Resolution is passed by the Members present at the meeting that the Director be removed from office;

35.5.  on death;

35.6. if a Director fails to attend a minimum of three consecutive Board meetings or fails to attend all meetings within a calendar year, whichever is the minimum.

36.  Vacancies. Subject to the Act, a quorum of the Board may fill a vacancy in the Board, except a vacancy resulting from an increase in the number or the minimum or maximum number of directors or from a failure of the Members to elect the number or minimum number of directors required by the Articles. In the absence of a quorum of the Board, or if the vacancy has arisen from a failure of the Members to elect the minimum number of directors provided for in the Articles, the Board then in office shall without delay call a special meeting of Members to fill the vacancy. If the Board fails to call such meeting or if there are no directors then in office, any Member may call the meeting.

37.  Calling of Meetings of Board of Directors. Meetings of the Board may be called by the President or President-Elect or any two (2) Directors at any time. If the Corporation has only one Director, that Director may call and constitute a meeting.

38.  Location of Meeting of Board of Directors. Meetings of the Board may be held at any time and place within or outside of Canada to be determined by the Directors.

39.  Participating in Meetings by Electronic Means. If a majority of the Directors consent thereto, a Director may participate in a meeting of the Board or a committee of the Board by means of such conference telephone, electronic or other communications facilities as permit all persons participating in the meeting to communicate adequately with each other and a Director participating in a meeting by such means shall be deemed to be present at the meeting.

40.  Board Meeting Held Entirely by Electronic Means. If the Directors call a meeting of the Board, the Directors may determine that the meeting shall be held, in accordance with the Act and the Regulations, entirely by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting.

41.  Notice of Meeting of Board of Directors. Notice of the time and place for the holding of a meeting of the Board shall be given in the manner provided in section 52 of this By-law to every Director of the Corporation not less than 10 days before the time when the meeting is to be held if sent by mail and not less than 48 hours if sent by telephonic, electronic or other communication facilities. Notice of a meeting shall not be necessary if all of the Directors are present, and no one objects to the holding of the meeting, or if those absent have waived notice of or have otherwise signified their consent to the holding of such meeting. Notice of an adjourned meeting is not required if the time and place of the adjourned meeting is announced at the original meeting. A notice of meeting of Directors need not specify the purpose of or the business to be transacted at the meeting except where the Act requires such purpose or business to be specified, including any proposal to:

41.1.  submit to the Members any question or matter requiring the approval of Members;

41.2.  fill a vacancy among the Directors or in the office of public accountant or appoint additional Directors;

41.3.  issue debt obligations except as authorized by the Directors;

41.4.  approve any annual financial statements;

41.5.  adopt, amend or repeal by-laws; or

41.6.  establish contributions to be made, or dues to be paid by Members.

42.  First Meeting of New Board. Notwithstanding the foregoing, provided a quorum of Directors is present, each newly elected Board may without notice hold its first meeting immediately following the meeting of Members at which such Board is elected.

43.  Regular Meetings Section. The Board may appoint a day or days in any month or months for regular meetings of the Board at a place and hour to be named. A copy of any resolution of the Board fixing the place and time of such regular meetings of the Board shall be sent to each Director forthwith after being passed, but no other notice shall be required for any such regular meeting except if the Act requires the purpose thereof or the business to be transacted to be specified in the notice.

44.  Quorum at Meetings of the Board of Directors. A majority of the Directors in office from time to time shall constitute a quorum at any meeting of the Board.

45.  Votes to Govern at Meetings of the Board of Directors. At all meetings of the Board, every question shall be decided by a majority of the votes cast on the question. In case of an equality of votes, the chair of the meeting shall not have a second or casting vote and the motion will be defeated.

46.  Committees of the Board of Directors. The Board may from time to time appoint any committee or other advisory body, as it deems necessary or appropriate for such purposes and, subject to the Act, with such powers and terms of reference as the Board shall see fit. Any such committee may formulate its own rules of procedure, subject to such regulations or directions as the Board may from time to time make. Any committee may be terminated and any committee member may be removed by resolution of the Board. All committees shall report to the Board.

Officers of the Corporation

47.  Appointment of Officers. Unless otherwise specified by the Board which may, subject to the Act modify, restrict or supplement such duties and powers, the offices of the Corporation, if designated and if Officers are in office, shall have the following duties and powers associated with their positions:

47.1.  President. The President of the Board shall, when present, preside at all meetings of the Board and of the Members. The President shall have such other duties and powers as the Board may specify.

47.2.  President-Elect. If the President is absent or is unable or refuses to act, the President-Elect, if any, shall, when present, preside at all meetings of the Board and of the Members. The President-Elect shall have such other duties and powers as the Board may specify. The President-Elect shall be an ex-officio member of all committees of the Corporation and shall have the right to vote at any such committee meeting.

47.3.  Past-President. The Past-President shall have such other duties and powers as the Board may specify.

47.4.  Secretary-Treasurer. If appointed, the Secretary-Treasurer shall attend and be the secretary of all meetings of the Board, Members and committees of the Board. The Secretary-Treasurer shall enter or cause to be entered in the Corporation’s minute book, minutes of all proceedings at such meetings; the Secretary-Treasurer shall give or cause to be given, as and when instructed, notices to Members, Directors, the public accountant and members of committees; the Secretary-Treasurer shall be the custodian of all books, papers, records, documents and other instruments belonging to the Corporation. The Secretary-Treasurer shall keep proper accounting records in compliance with the Act and shall be responsible for the deposit of money, the safekeeping of securities and the disbursement of funds of the Corporation; the Secretary-Treasurer shall render to the Board whenever required an account of all transactions as treasurer and of the financial position of the Corporation; and the Secretary-Treasurer shall have such other powers and duties as the Board or the President may specify. The Board may divide the role of Secretary-Treasurer into the separate roles of Secretary and Treasurer, each with such duties as they may choose to assign to such offices.

48.  Vacancy in Office. In the absence of a written agreement to the contrary, the Board may remove, whether for cause or without cause, any Officer of the Corporation. Unless so removed, an Officer shall hold office until the earlier of:

48.1.  the Officer’s successor being appointed;

48.2.  the Officer’s resignation;

48.3.  such Officer ceases to be a Director (if a necessary qualification of appointment); or

48.4.  such Officer’s death.

If the office of any Officer of the Corporation shall be or become vacant, the Directors may, by resolution, appoint a person to fill such vacancy.

Remuneration of Directors and Officers

49.  Remuneration of Directors and Officers. The Directors and Officers of the Corporation shall not be remunerated for their services.

Indemnification of Directors and Officers and Others

50.  Indemnification. Every Director or Officer of the Corporation or other person who has undertaken or is about to undertake any liability on behalf of the Corporation or any corporation controlled by it, and their heirs, executors and administrators, and estate and effects, respectively, shall,  so long as they have acted honestly and in good faith, from time to time and at all times be indemnified and saved harmless out of the funds of the Corporation from and against:

50.1.  all costs, charges and expenses which such Director, Officer or other person sustains or incurs as a result of going about their duties or in or about any action, suit or proceeding which is brought, commenced or prosecuted against such Director, Officer or other person, or in respect of any act, deed, matter or thing whatsoever, made, done or permitted by such Director, Officer or other person, in or about the execution of the duties of such Director’s, Officer’s or other person’s office or in respect of any such liability;

50.2.  all other costs, charges and expenses which a Director, Officer or other person sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by such Director’s, Officer’s or other person’s own willful neglect or default.

In the event an individual requests the advance of funds in order to defend an action, claim, suit or proceeding referenced in section 51.1, the Board may approve such advance.

General

51.  Method of Giving Any Notice. Any notice (which term includes, without limitation, any communication or document or other information) to be given (which term includes, without limitation, sent, delivered, received or served) pursuant to the Act, the Articles, the By-laws or otherwise to a Member, Director, Officer or member of a committee of the Board or to the public accountant shall be sufficiently given:

51.1.  if delivered personally to the person to whom it is to be given or if delivered to such person’s address as shown in the records of the Corporation or in the case of notice to a Director to the latest address as shown in the last notice that was sent by the Corporation in accordance with the Act;

51.2.  if mailed to such person at such person’s recorded address by prepaid ordinary or air mail;

51.3.  if sent to such person by telephonic, electronic or other communication facility at such person’s recorded address for that purpose; or

51.4.  if provided in the form of an electronic document in accordance with the Act.
A notice so delivered shall be deemed to have been given when it is delivered personally or to the recorded address as aforesaid; a notice so mailed shall be deemed to have been given when deposited in a post office or public letter box; and a notice so sent by any means of transmitted or recorded communication shall be deemed to have been given when dispatched or delivered to the appropriate communication company or agency or its representative for dispatch. The Secretary-Treasurer may change or cause to be changed the recorded address of any Member, Director, Officer, public accountant or member of a committee of the Board in accordance with any information believed by the Secretary-Treasurer to be reliable. The declaration by the Secretary-Treasurer that notice has been given pursuant to this By-law shall be sufficient and conclusive evidence of the giving of such notice. The signature of any Director or Officer of the Corporation to any notice or other document to be given by the Corporation may be written, stamped, type-written or printed or partly written, stamped, type-written or printed.

52.  Invalidity of any Provisions of this By-law. The invalidity or unenforceability of any provision of this By-law shall not affect the validity or enforceability of the remaining provisions of this By-law.

53.  Omissions and Errors. The accidental omission to give any notice to any Member, Director, Officer, member of a committee of the Board or public accountant, or the non-receipt of any notice by any such person where the Corporation has provided notice in accordance with the By-laws or any error in any notice not affecting its substance shall not invalidate any action taken at any meeting to which the notice pertained or otherwise founded on such notice.

54.  By-laws and Effective Date. Subject to matters requiring a Special Resolution, this By-law shall be effective when approved by the Board.

55.  Repeal of Prior By-laws. All previous by-laws of the Corporation are repealed as of the coming into force of this By-law. Such repeal shall not affect the previous operation of the previous by-laws or affect the validity of any act done or right, privilege, obligation or liability acquired or incurred prior to its repeal.

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