By Laws

ALBERTA ASSOCIATION OF CLINIC MANAGERS

"BY-LAWS"

Article I - NAME AND PURPOSE

The name of this Association shall be the "Alberta Association of Clinic Managers." The purpose of the Association shall be:

To enable its members to carry on a program of mutual education relative to the clinic business management, as well as in the general field of medical economics.
To co-operate with all organizations having similar aims and objectives.

Article II - DEFINITION OF THE TERM "CLINIC"

The term clinic as used herein and in the By-Laws of this Association shall mean an organization composed of three or more licensed doctors of medicine engaged in the practice of medicine and which has as its administrative head a full time clinic manager in active supervision of its business affairs.

Article III - MEMBERSHIP

There will be four classifications of Membership in this Association known and designated as:
1. ACTIVE MEMBER: Active membership may be held by one who is engaged as an administrative head in the active supervision of the business affairs of a clinic. Each active member is entitled to one vote. An active member not able to be present (and not represented by an alternate member) may supply his written proxy to an active member attending a specified meeting. There shall not be more than one active member from each such clinic.
2. ALTERNATE MEMBER: Shall be a full time member of the administration staff of a clinic which is represented in this Association by an active member in good standing. Only one alternate member shall vote in the absence of his group's "Active" member.
3. ASSOCIATE MEMBER: Shall be a full or part- time member of the administrative staff of a clinic or group of licensed doctors of medicine engaged in the practice of medicine OR a person who does not meet these criteria but is directly involved in the business or administrative affairs of medical group management or is a person retired from Active Membership. Associate Members have the same rights and privileges as Active Members with the exception of the right to vote.
4. LIFE MEMBER: A Life Membership may be conferred upon any person who has become disassociated from clinic administration. Such Life Membership shall be conferred only if in the judgment of the Association, such person has rendered outstanding service to this Administration or the profession of clinic management.
1. Application for membership in the Association, excepting Life Membership, shall be in such manner and form as shall be prescribed from time to time by the Association, and shall be submitted for approval to a committee designated by the Association. To be eligible for voting privileges at the annual conference of the Association, the application of new members must be received at least thirty days prior to the opening date of such conference.
2. Any member wishing to withdraw from membership may do so upon a notice in writing to the Executive Council through its Secretary. If any member is in arrears for fees or assessments for any year, such member shall be automatically suspended at the expiration of six months from the beginning of such year and shall thereafter be entitled to no membership privileges or powers in the Association until reinstated by the Executive Council. Any member upon a two-thirds vote of all members of the Association present at a General Meeting may be expelled from membership for any cause which the Association may deem reasonable.
Nomination for life membership in this Association shall be recommended by the Executive Council or by an active member in good standing and shall be submitted in writing to the Executive Council and may be granted at the discretion of the Executive Council of the Association. Warranted however, that notice of such recommendations shall be sent to all members in good standing and if no objection to such recommendation is received within thirty days from the receipt of the notice, then approval will be given. If any objections are received to the appointment of life membership by a member in good standing within the prescribed time period, these objections shall be heard by the Executive Council whose decision in this matter shall be final.
Life members shall have the same rights and privileges as an active member with the exception of the right to vote and hold office in the Association and shall be subject to the same obligations as active members with the exception of the requirements of regular attendance at the annual conference.

Article IV - AUDITING

Treasurer and/or Executive Treasurer shall be audited at least once each year by a duly qualified accountant or by two members of the Association elected for that purpose at the annual meeting. A complete and proper statement of the standing of the books for the previous year shall be submitted by such auditor at the annual meeting of the Association.

Article V - REMUNERATION

This Association is purely educational and shall not engage in any business activity whatsoever, and no pecuniary gain shall inure to the benefit of any member. All dues received shall be used exclusively for the purposes as named herein.

Article VI - PROPERTY

The property of the Association shall never inure to the benefit of or be distributed to any member of the Association. In the event of the dissolution of the Association, any property remaining after the payment of debts and liabilities of the Association shall be transferred to a corporation, firm or foundation organized and operated exclusively for charitable, scientific or educational purposes in Canada. Selection of such organization shall be subject to the approval of a majority of the active membership of this Association in attendance at a special general meeting.

Article VII - OFFICERS AND EXECUTIVE COUNCIL

The officers of the Association shall be elected annually and shall consist of:
1. PRESIDENT: The President shall be an ex officio member of all committees. He shall, when present, preside at all meetings of the Association and of the Executive Council. In his absence, the First Vice-President shall preside at any such meetings, and in the absence of both, a chairman may be elected by the meeting to preside thereat.
2. FIRST VICE-PRESIDENT: The first Vice President shall assume the position and duties of the President the year following his election. He shall carry out the duties of the President in the event of the President's absence.
3. SECOND VICE-PRESIDENT:
4. THIRD VICE-PRESIDENT:
5. PAST PRESIDENT:
6. SECRETARY-TREASURER and/or EXECUTIVE-SECRETARY:
7. SECRETARY-TREASURER and/or EXECUTIVE-TREASURER:
8. All officers shall serve until their successors are duly elected and installed.
The EXECUTIVE COUNCIL of this Association shall consist of the President, First Vice-President, Second Vice-President, Third Vice-President, Immediate Past President, Secretary-Treasurer and/or Executive Secretary and Executive Treasurer, and shall have general control and management of the affairs of the Association. A majority of the Executive Council shall constitute a quorum at any Executive Council meeting. All vacancies occurring in the Executive Council, between conferences, shall be filled by appointees as named by the remaining members of the Executive Council until the Annual conference.
The EXECUTIVE COUNCIL shall have the responsibility for the selection and appointment of an Executive Secretary-Treasurer and/or and Executive Secretary and an Executive Treasurer. Such Executive Secretary-Treasurer and/or Executive Secretary and Executive Treasurer shall have such powers and perform such duties as may be assigned or delegated by the Executive Council from time to time, including but not limited to those duties as set down under Article VIID of these By-Laws. The Executive Secretary-Treasurer and/or Executive Secretary and Executive Treasurer shall be directly responsible to the Executive Council for the discharge of the duties of this office. An honorarium, shall be fixed by the Executive Council.
SECRETARY-TREASURER: It shall BE THE DUTY OF THE Secretary-Treasurer and/or Executive Secretary and Executive Treasurer to attend all meetings of the Association and of the Executive Council, and to keep accurate minutes of the same. He/they shall have charge of the Seal of the Association which seal whenever used shall be authenticated by the signature of the Secretary- Treasurer and/or Executive Secretary and the President, or, in the case of death or inability of either to act, by the 1st Vice President. In case of the absence of the Secretary-Treasurer and/or Executive Secretary and Executive Treasurer, his/their duties shall be discharged by such officer(s) as may be appointed by the Executive Council. The Secretary-Treasurer and/or Executive Secretary shall have charge of all the correspondence of the Association. The Secretary- Treasurer and/or Executive Secretary shall also keep a record of all the members of the Association and their addresses, send all notices of various meetings as required. The Secretary-Treasurer and/or Executive Treasurer shall collect and receive the annual dues or assessments levied by the Association, such monies to be promptly turned over by the Secretary-Treasurer and/or Executive Treasurer for deposit in a chartered bank as hereinafter required.

The Secretary-Treasurer and/or Executive Treasurer shall receive all monies paid to the Association and shall be responsible for the deposit of same in whatever bank the Executive Council may order. He shall properly account for the funds of the Association and keep such books as may be directed. He shall present a full detailed account of receipts and disbursements to the Executive Council whenever requested and shall prepare for submission to the Annual Meeting a statement duly audited as and hereinafter set forth of the financial position of the Association and retain a copy of same for himself for the records of the Association.

Article VIII - MEETINGS

The Annual Conference of this Association shall be held at such time and place as may be fixed by the Executive Council. At least thirty days notice of the Conference shall be given to all members. Election of officers shall be held at the Annual Conference.
The Executive Council shall be responsible for the program of the Annual Conference.
All members in good standing may attend the Annual Conference of the Association upon payment of the registration fee. The amount of such registration fee shall be fixed by the Executive Council.
Any active member of the Association in good standing may sponsor one or more guests with approval of a committee designated by the Executive Council for such purpose. Such guest or guests may attend the official sessions of the Annual Conference upon payment of a registration fee of such amount determined by the Executive Council from time to time.
At the discretion of the Executive Council the traveling expenses of the President and all other members of the Executive Council and any other Association member requested to attend any Association meeting other than the Annual Meeting shall be paid out of the funds of the Association.
The meetings of the Executive Council shall be opened to all members of the Association in good standing who may attend and take part in any of the proceedings, but without voting powers.

Article IX - MEMBERSHIP AND DUES

The Executive Council shall have the authority to fix the amount of annual dues to be paid by each member classification, except Life Members who shall pay no dues.
1. The Treasurer shall furnish a statement of annual dues to each member on or about January 1st of each year, such dues to be for the period commencing January 1st of that year and concluding December 31st of the same year.
2. Dues received with application for membership which are approved prior to June 3Oth of any year, shall be applied to the period commencing January 1st of the same year.
3. For dues received after June 30th of any year, the Executive Council shall have the authority to prorate in an equitable manner, the amount of dues to be paid by new members admitted to the Association during the year.
4. The "Fiscal Year" of the Association shall mean the Fiscal Year commencing on the first day of January in each year and terminating on the thirty-first day of December each year or as determined by the Executive Council.
Membership in the association shall be forfeited for any of the following reasons:
1. Gross misconduct if such a finding is made by the Executive Council of the Association and the members of the Council so indicate by unanimous vote.
2. Failure to pay annual dues on or before June 30th of that year.
Any person who shall have forfeited his membership in the Association may be reinstated at the discretion of the Executive council.

Article X - COMMITTEES

The nominating committee shall consist of the current Executive Council and shall have as its Chairman the immediate Past President.

The Committee chairman shall present the names of those nominated at the Annual Conference, and further nominations shall be invited from the floor.
In addition to the appointment of a nominating committee, the Executive Council shall also appoint such committees as it deems advisable from time to time to carry on the work of this Association. Committees shall consist of members in good standing. Their duties and powers shall be as defined by the Executive Council and consistent with the Constitution and By-Laws of the Association.
Each committee shall prepare and submit in writing at each Annual Meeting, a report of its activities and findings. No report of any committee shall be considered as action of the Association unless formally approved by the Association.
The report of the Salary Review Committee and the Membership List shall be considered confidential documents and are to be distributed to the membership only.

Article XI - Electronic Facilitated Meetings

The Executive Committee and any other established committee may hold meetings by means of telephone, electronic or other communications facilities to permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously and any executive member participating in such a meeting by such a means is deemed to be present at the meeting.

Article XII - BORROWING

For the purpose of carrying out its objectives, the Association may borrow or raise or secure the payment of money in such manner as it thinks fit, and in particular by the issue of debentures, but this power shall be exercised only under the authority of the Association and in no case shall debentures be issued without the sanction of an extraordinary resolution of the Association.

Article XII - BY-LAWS

Amendments to these By-Laws shall be submitted to the President in writing at least thirty (30) days prior to the Annual Conference and forwarded by the Secretary Treasurer to each active member at least fifteen (15) days prior to the Annual Conference unless a waiver is granted by the unanimous vote of the active members present. To be effective, such amendments must be passed by the three-quarters vote of the active members present and voting.

Article - XIV

Roberts' Rules of Order shall be used in the conduct of meetings including presentation of nominations at the Annual conference of the Association.