STS Constitution

Shiatsu Therapy Society of Canada Constitution

Relating generally to the conduct of the affairs of the Shiatsu Therapy Society of Canada be it enacted and it is hereby enacted as the constitution of the Shiatsu Therapy Society of Canada (thereinafter call the “Society”) as follows.

In the Articles and By-Laws of this Constitution where the context so requires or permits, the singular shall include the plural; the plural, the singular, the masculine shall include the feminine; the feminine, the masculine; and the word person shall include individuals, firms, and corporations.

TABLE OF CONTENTS

1        OBJECTIVES

2        HEAD OFFICE

3        MEMBERSHIP – CATEGORIES AND ELIGIBILITY

4        MEMBERSHIP DUES

5        SUSPENSION OF MEMBERSHIP

6        WITHDRAWAL OF MEMBERSHIP

7        PRIVILEGES OF MEMBERSHIP

8        CONDUCT OF MEMBERS

9        BOARD OF DIRECTORS

10      VACANCY OF OFFICE

11      REMOVAL FROM OFFICE

12      INDEMNITY

13      CONFLICT OF INTEREST

14      GENERAL MEETINGS

15      EXECUTIVE MEETINGS

16      COMMITTEE MEETINGS

17      QUORUM

18      MEETING PROCEDURES

19      PROXY

20      EMERGENCY MEETING

21      ELECTION PROCEDURES

22      ELGIBITIY FOR ELECTION

23      TERM OF OFFICE

24      AMENDMENTS TO THE CONSTITUTION

25      AMENDMENTS TO THE BY-LAWS

26      AUDITOR

27      FISCAL YEAR

BY-LAWS OF THE CONSTITUTION

  1. DUTIES OF THE BOARD OF DIRECTORS:
    PRESIDENT
    VICE-PRESIDENT
    SECRETARY/TREASURER
    DUTIES OF BOARD MEMBERS

    1. 2.         DUTIES OF ETHICS/MEMBERSHIP CHAIRPERSON

Article 1  OBJECTIVES

The Shiatsu Therapy Society is a not-for-profit corporation dedicated to the development and facilitation of educational programs, treatment and research projects in the area of Shiatsu therapy.  Our goals include:

a)    Providing a facility where the community can learn about improving health and develop wisdom and compassion through the discipline of instructional programs in Shiatsu therapy and receive Shiatsu treatments.

b)    Networking and working with other community services for special projects and treatment opportunities.

c)    Continued research and documentation of the success in East Asian Manual Therapy.

d)    Educating the public about the cultural, historical, spiritual and medical philosophies of East Asia, via database open to members; workshops, seminars and community oriented programs.

e)    Supporting programs and therapies within the framework of East Asian principles in shiatsu and other related practices such as Hara Breathing, Meditation, Chanting, Tai Chi, Anatomy, etc.

Article 2  HEAD OFFICE

The Head Office of the Society shall be in the city of residence of the President in the Province of Ontario (subject to change by special resolution) or at such a place within the Province where the Executive Committee of the Society by resolution fix.

 

Article 3  MEMBERSHIP – CATAGORIES AND ELIGIBILITY

a)    Therapist Member – Voting: This category will be open to persons licensed to practice Shiatsu in Canada or elsewhere in the world. All persons admitted as Therapist Members after the adoption of this constitution may be required to appear for a written and or oral and physical assessment of his skills prior to being admitted to the membership. Each Therapist Member is entitled to receive notice of, attend and vote at every Annual General Meeting or Special Meeting (“Meeting”) of the Society

 

b)    Supporting /Student Member – Non-Voting:  This category will be open to all persons who whilst not practitioners of Shiatsu are supporters of the practice. Supporting/Student Members are not entitled to receive notice of, attend or vote at any Meeting of the Society.

c)    All members of the Society have met and maintain the criteria established by the Membership/Ethics Committee.

Article 4  MEMBERSHIP DUES

a)       All eligible members must pay annual dues in order to maintain membership in the Society.

b)       The annual dues for all membership categories shall be determined by the Board of Directors.

c)       The annual dues for all membership categories shall be payable on or before January 1st of the year of membership.

d)      If dues are not paid by January 31st a $25.00 late administration fee will apply, and the member will lose all rights and privileges of membership until reinstated

Article 5  SUSPENSION OF MEMBERSHIP

 

An individual’s membership may be suspended for an indefinite period or may be terminated for just cause by a majority vote cast at a meeting of the Board of Directors.  All potential suspensions or terminations must be reviewed by the Membership/Ethics Committee and then brought to the Board of Directors for a vote.  Appeals against any such suspension or termination will be heard at the next scheduled Board meeting following the receipt of notification of any appeal.  At that time the Board’s decision will stand.  There will be no refund of any membership fees.

Article 6  WITHDRAWAL OF MEMBERSHIP

Any member may withdraw from the Society by a written resignation delivered or mailed to the Society; provided that notwithstanding any such resignation the member so resigning shall remain liable to the Society in respect of any fees, dues or other monies outstanding and unpaid.

Article 7  PRIVILEGES OF MEMBERSHIP

a)    All voting members in good standing shall be entitled:

i)        To vote in all Meetings;

ii)       To establish and join committees under the control of the Board of Directors;

iii)      To propose or second amendments to this constitution;

iv)      To nominate or second a candidate in elections of the Board of Directors;

v)       To stand for election and hold office;

vi)      To receive Society newsletters;

vii)      To receive any and all benefits of membership in the Society as they develop.

b)    All Supporting/Student Members in good standing shall be entitled

i)        To receive membership newsletter;

ii) To receive any and all of the benefits of membership as they develop.

Article 8  CONDUCT OF MEMBERS

a)       All Society members shall adhere to the Membership/Ethics Criteria as set out by the Membership/Ethics Committee, as approved by the Board of Directors.

b)      Any individual wishing to speak on behalf of, or to represent the Society, shall be required to obtain written authorization of the Board of Directors.

Article 9  BOARD OF DIRECTORS

a)       The affairs of the Society shall be directed by the Board of Directors formed by five practising Therapist Members in good standing with the Society.

b)         The Board of Directors of the Society shall consist of:  President, Vice-President; Secretary/Treasurer and two additional Therapist Members.

c)     Honorary directors position/s will be reserved for Senior Shiatsu Therapists as deemed by the members of the Board and approved by general membership. Honorary directors may attend general members’ meetings and directors’ meetings and have full voting privileges.

d)    Directors may be removed from office by a 2/3 majority of the Voting members at a properly convened Special Meeting.

e)    The Board of Directors may appoint committees to carry out tasks in keeping with the objectives of the Society and in accordance with the Corporations Act.

f)     There will be no remuneration payable to members who serve as Directors of the Board. However, Directors will be gifted with an honorarium in equivalent to the annual membership fee in the following year.

g)    Notwithstanding the provisions of Article 9 f) the Board will determine, at its sole discretion, compensating any Director for work undertaken by that Director that is reasonably considered above and beyond the Director’s regular duties and obligations as a member of the Board of the Society.  

Article 10          VACANCY OF OFFICE

Any vacancy on the Board of Directors of the Society shall be replaced by a practising Therapist Member in good standing for the remainder of the mandate upon a majority vote of the remaining members of the Board of Directors.

Article 11 REMOVAL FROM OFFICE

The officer resigns his/her office:

i)        by delivering a written resignation to the Secretary of the Society;

ii)       if he/she is found to be of unsound mind;

iii)      if he/she becomes bankrupt, or compounds with his creditors, or makes unauthorized assignment, or is declared insolvent;

iv)      if he/she is found guilty of a criminal offence; or

v)       if he/she is found to contravene the Code of Ethics of the Society.

Article 12 INDEMNITY

a)       Every Board member, or other person who has undertaken any liability on behalf of the Society, his heirs, executors, administrators, and assigns, shall at all times be indemnified and saved harmless, out of the duties of his office, and from and against all other costs, charges and expenses which he/she sustains or incurs, except those that are occasioned by his own wilful neglect or default.

b)       No Board member, or Society member, shall be liable for the acts, neglects, or defaults of any other Board or Society member.

Article 13 CONFLICT OF INTEREST

It shall be the duty of every Board member of the Society who is in any way, whether directly or indirectly, interested in a contract or arrangement or proposed contract or proposed arrangement with the Society, to declare such interest to the Board, and to refrain from voting in respect of the said contract or arrangement or proposed contract or proposed arrangement. By way of example, Directors shall refrain from voting on any Article 9 g) resolution relating to the award of any form of compensation to him or her.

Article 14 MEETINGS

a)       The Annual General Meeting of the members of the Society shall be held within four (4) months after the end of the fiscal year.  It shall be held at a place designated by the Board within the Province of Ontario.

b)       A Special Meeting of Voting members may be called at any time:

i)        on resolution of the Board; or

ii)       on a written request addressed to the President and signed by no less than twenty (20%) percent of the Voting members.

c)       Thirty days prior notice of any Annual or Special Meeting of the membership shall be sent to each Voting member at the most recent address shown in the records of the Society.

Article 15 BOARD MEETINGS

a)       Meetings of the Board may be held at any time and place, to be determined by the Board provided that five (5) days notice of such a meeting be given to each member of the Board.

b)       The Board must meet a minimum of four (4) times during the year.

Article 16 COMMITTEE MEETINGS

a)       The Board may appoint committees whose members will hold their offices at the will of the Board. The Board shall determine the duties of such committees and may fix, by resolution, any remuneration to be paid.

b)       Regular committee meetings must be held to accomplish the mandates of the committee members, to be determined by the Board representative of the committee, provided that five (5) days notice of such a meeting shall be given to each member of the committee.

Article 17 QUORUM

a)       3/5 of the Board shall constitute a quorum for transaction of business by the Board.

b)       51% of the Voting members must attend the Annual General Meeting or any Special Meeting, either in person or through submitting proxies, to meet Quorum. Members who do not respond to the invitation will waive their right to vote.

Article 18 MEETING PROCEDURES

All meetings of members, Board, and Committees shall be conducted in accordance with “Robert’s Rules of Order” except in the case when such rules conflict with this constitution.

Article 19 PROXY

Each voting member present at a meeting shall have the right to exercise one vote. A member may, by means of a written proxy, appoint a proxyholder to attend and act at a specific meeting of members, in the manner and to the extent authorized by the proxy. A proxyholder must be a member of the Society. One member may not hold more than 10 proxys.

Article 20 EMERGENCY BOARD MEETING

Members of the Board must be given at least twenty four (24) hours notice prior to assembling for an emergency meeting.

Article 21 ELECTION PROCEDURES

The current Board Members will be responsible for determining the election dates for any current or expanded Board member positions.

Article 22 ELGIBILITY FOR ELECTION

Directors may be nominated by any Voting member and elected by a majority vote of Voting members at the Annual General Meeting. Directors cannot be less than 18 years of age, and must have the capacity under law to contract. Alternate directors are not permitted.

Article 23 TERM OF OFFICE

The term of office of the Board shall commence on election at the end of the Annual General Meeting and shall run until the following election date of the position concerned.

Article 24 AMENDMENTS TO THE CONSTITUTION

a)       All proposed amendments to the Constitution shall be submitted in writing by a Voting member, with signed support of two (2) other Voting members, to the Board at least four (4) weeks prior to the Annual General Meeting to the Head Office of the Society.  The Board shall distribute these same amendments to the voting members three (3) weeks prior to the Annual General Meeting.

b)       A proposed amendment to the Constitution that has been properly submitted shall be read at the Annual General Meeting and a two-thirds (2/3) majority vote of the Voting members present or by written proxy shall be necessary for the adoption of the said amendment.

Article 25 AMENDMENTS TO THE BY-LAWS

The By-Laws may be amended by resolution approved by a majority of the Board at any official meeting of the Board.

Article 26     ACCOUNTANTS

The Voting members shall, at each Annual General Meeting, appoint an accountant to prepare the accounts and annual financial statements of the Society for report to the members at the next annual meeting. The remuneration of the accountant shall be fixed by the Board. The accountant shall not be a director, officer or employee of the Society.

Article 28 FISCAL YEAR

The fiscal year of the Society shall terminate on the 30th of June in each year or on such other date as the Board shall by resolution from time to time determine.

 

 

BY-LAWS OF THE CONSTITUTION OF THE SOCIETY

 

BY-LAW 1:    DUTIES OF THE BOARD OF DIRECTORS

1.100  DUTIES OF THE PRESIDENT

1.101  The President shall:

1.102  In the case of a tie vote during any meeting at which the President is presiding, the President shall cast a second vote to break the deadlock.

1.103  Preside at all meetings of the Board, at the Annual General Meeting and any Special Meetings. In case President is unavailable the Vice President shall take on the role of President.

1.104  Supervise and manage the business affairs of the Society.

1.105  See that all resolutions of the Board are carried out.

1.106  Be one of the signing officers of the Society.

1.107  Sign such documents, contracts or instruments as may require his/her signature.

1.108  Prepare and present an annual report on the activities of the Board of Directors to the membership.

1.109  Represent the Society at all official functions.

1.110  Direct, coordinate and facilitate the activities and interest of the membership.

1.111  Ensure all Presidential files are in order and up to date.

1.112  With the Vice-President act as a member of a cohesive management team.

 

1.200  DUTIES OF THE VICE-PRESIDENT

1.201  The Vice-President shall:

1.202  In the absence or disability of the President, perform the duties and exercise the powers of the President.

1.203  Succeed the President in the event the President’s office becomes vacant for the remainder of the President’s mandate.

1.204  Attend all meetings of the Board of Directors.

1.205  Be responsible for establishing a Constitution Committee and updating the Constitution for approval by the Board of Directors.

1.206  Preside at meetings of the Constitution Committee.

1.207  Ensure all files that relate to this position are up to date and in order.

1.208  Carry out any reasonable function delegated to him/her by the president.

1.209  With the President and Board Members act as a member of a cohesive management team.

1.210  Prepare and present an annual report on all activities of the Society to the membership.

1.211  Vote at Meetings of the Board of Directors.

1.212  Be one of the signing officers of the Society.

 

1.300  DUTIES OF SECRETARY/TREASURER

1.301  The Secretary/Treasurer shall:

1.302  Attend all meetings of the Board of Directors.

1.303  Manage the financial operations of the Society.

1.304  Be responsible for collection of membership dues.

1.305  Be one of the signing officers of the Society.

1.306  Be responsible for annual financial statements to be presented to the Board of Directors.

1.307  Ensure policies and controls are developed and implemented to safeguard the Board of Directors.

1.308  Prepare annual budget.

1.309  With the President and Vice-President, act as a member of a cohesive management team.

1.310  Carry out any reasonable function delegated to him/her by the President.

1.311  Ensure all files that relate to this position are up to date and in order.

1.312  Prepare and present an annual financial report on all the Society’s activities to the membership.

1.313  Vote at Meetings of the Board of Directors.

1.314  A tentative budget will be drawn up prior to the Annual General Meeting to be presented to the membership.

1.315  The budget should be ratified by the Board of Directors two (2) weeks post AGM.

1.316  Two signatures are required on all documents authorizing or committing payment.

 

1.400  DUTIES OF BOARD MEMBERS

1.401  Attend all meetings of the Executive Committee.

1.402  Be responsible for recruitment and retention of volunteers.

1.403  Be responsible for all internal communications between the Board of Directors and the membership.

1.404  Be responsible for three annual publications of the Newsletter.

1.405  Be responsible for the organization of the Annual General Meeting.

1.406  With the President and Vice-President act as a member of a cohesive management team.

1.407  Carry out any reasonable function delegated to him/her by the president.

1.408  Ensure all files that relate to this position are up to date and in order.

1.409  Prepare and present an annual report on all activities to the membership.

1.410  Vote at Meetings of the Board of Directors

 

BY-LAW  2

2.600  DUTIES OF THE ETHICS CHAIRPERSON

2.601  The Ethics Chairperson shall:

2.602  Form an Ethics Committee.

2.603  Develop a Code of Ethics and Membership Criteria

2.604  Establish a disciplinary protocol.

2.605  Report all activities related to this committee to the Board of Directors.