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Bylaws

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ARTICLE I - NAME

The name of the association shall be: the Canadian Healthcare Information Technology Trade Association (CHITTA), subject to supplementary letters patent to be issued by the Minister of Industry of the Government of Canada.

ARTICLE II – MISSION & OBJECTIVES

Section 1 – Mission

The mission of CHITTA is to strengthen the competitiveness of Canada’s Healthcare Information and Communications Technology (ICT) industry through cooperative efforts among and between members and through direct contact with all levels of Government and associated agencies.

Section 2 – Objectives

  1. To increase market share for Canadian healthcare ICT companies both nationally and internationally.
  2. To increase the size of the healthcare ICT market through promoting the Industry’s value as an integral component of health systems to healthcare professionals, government, and the consumer of health services
  3. To catalogue, monitor and report on the industry and the companies therein.
  4. To establish an "image of excellence" and quality assurance in the industry through the promotion of standards and certification processes.
  5. To facilitate collaboration among and between Canadian ICT companies, governments, healthcare delivery providers and scientific, research and educational institutions.
  6. To present a unified industry voice and consultation vehicle for government, policy and investment decision makers.

ARTICLE III – MEMBERSHIP

Section 1 – Membership criterion and representation

  1. Membership shall be available to companies, partnerships, proprietorships, associations, and educational institutions that are engaged, in whole or in part, in the business of providing products and/or services to the Canadian Healthcare marketplace.
  2. The Official Representative of the member shall be the CEO, COO, a senior Vice President or the organizational equivalent thereof, or, where applicable, the most senior manager responsible for Healthcare.

Members may nominate individuals as other Representatives for the purpose of representing them in Committees, Task Forces or other like activity-based groups as approved by the Board or Membership, as applicable, from time to time.

Section 2 – Categories of membership

There shall be 3 (three) categories of membership within CHITTA:

  1. Members
  2. Members of CHITTA shall only include companies, partnerships and proprietorships that are incorporated or registered in Canada, and who employ a minimum of the equivalent of 5.0 full time employees permanently resident in Canada in the provision of healthcare ICT products and services.

  3. Associate Members
  4. Associate Members of CHIITA may include:

    1. companies, partnerships and proprietorships that do not meet the Member criteria as defined in Section 2.1, and
    2. universities, colleges and other educational institutions engaged in providing educational programs pertinent to the Canadian healthcare Information and Communication Technology (ICT) industry
  5. Affiliate Members
  6. Affiliate Members of CHITTA may include:

    1. Associations or societies, or sub-committees there of, representing industry sectors or practitioners related to the Canadian healthcare ICT community,
    2. Institutes, research facilities, government departments, crown corporations and like organizations.

Section 3 – Members’ rights

  1. Official representatives of full Members may be nominated for office and elected to the Board of Directors.
  2. Official representatives of Members and Associate Members may vote at the business meetings of CHITTA.
  3. All members have the right to access the services provided and may participate in the activities of CHITTA.

Section 4 – Application and renewal

  1. The Board of Directors may adopt rules and procedures for membership application and renewal and other like administrative policy.
  2. Membership applications shall be accepted and approved where appropriate by the Chief Executive Officer of CHITTA on behalf of the Board of Directors. Approved applications shall be circulated to the Board.
  3. Membership is effective on the date that the application is processed and membership fees have been paid.

Section 5 – Withdrawal and termination of membership

  1. Any member may withdraw their membership by formal notice in writing to the Association at CHITTA’s Secretariat office.
  2. Any member who fails to pay membership fees as required will be considered to have withdrawn their membership.
  3. Any member who is found to be in violation of the Association’s code of ethics and conduct may have their membership terminated by the Board of Directors.
  4. Membership fees shall not be refunded in whole or part, nor carried forward.

ARTICLE IV – DUES, FEES. FISCAL YEAR

Section 1 – Dues and Fees

The Board of Directors shall:

  1. Establish membership fees for each category of membership and the scale (if applicable) by which they are determined.
  2. Prescribe the period for which the fees apply and when they are due and payable
  3. Determine the penalty for failure to pay on the date prescribed.

Section 2 - Fiscal Year

The Board of Directors shall set the fiscal year of CHITTA.

ARTICLE V - MEETINGS

Section 1 - Annual Meetings

  1. The Board of Directors shall designate the time and place of the annual meeting of the membership of CHITTA.
  2. The official business of CHITTA shall be conducted at the Annual Meeting and shall include:
    1. The approval of the minutes of the previous Annual Meeting
    2. The election of the Board of Directors
    3. Reports of the Chair and officers of the Board
    4. Reports of any Committees, Task forces, Councils or like entities as may be established by the Board or Membership from time to time.
    5. The tabling and approval of the report of the Auditors.
    6. The appointment of Auditors and Legal Counsel
    7. Items contributed to the agenda by members
    8. Other matters as may be required by the Canada Corporations Act
  3. Notice of the meeting shall be circulated to all members at least 90 days prior to the meeting. The agenda and accompanying reports shall be available electronically at least 30 days prior to the meeting.
  4. Voting members may issue a proxy to another voting member in such form as may be prescribed from time to time by the Board of Directors.
  5. A quorum shall consist of those voting members present.
  6. The Chair of CHITTA shall chair the meeting.
  7. Minutes of the meeting, reviewed and approved by the Board, shall be available electronically to members within 60 days of the meeting.
  8. Attendance by members at the Annual Meetings shall not require a fee for participation.

Section 2 – Other Meetings

  1. Other meetings may be called by the Board of Directors and Chairs of Committees, Task forces, Councils or other like entities from time to time.
  2. Such meetings will be held in order to pursue the Mission and objectives of CHITTA; no official business of the Association will be held in conjunction with such meetings.
  3. Such meetings may require the payment of a participation fee.
  4. Notice of such meetings shall be circulated to the membership at least 30 days prior to the meeting.

Section 3 – Special Meetings

  1. Where required by special circumstance, the Chair may call a Special Meeting of the Association:
    1. Where deemed necessary by the Board of Directors.
    2. Upon the written request of at least ten percent (10%) of the voting members of CHITTA.
  2. Notice of such meetings shall be circulated to the membership at least 30 days prior to the meeting.
  3. The business of such meetings shall be included in the notice, and no other business may be conducted at such meetings.

ARTICLE VI – SERVICES

Section 1 – Basic Member Services

  1. The Board of Directors shall prescribe the content of basic member services from time to time, including, but not limited to:
    1. A corporate presence on the CHITTA website
    2. Participation in committees, task forces and other like activity-based groups.
    3. Participation in annual surveys, awards, reports, or like activities as approved by the Board from time to time.
    4. Access to "members only" components of the CHITTA website.
    5. Access to member circulars, news briefs and other like communications.
  2. The provision of basic services shall be included in annual membership fees.
  3. The content of basic services provided may be delineated as to the category of membership.

Section 2 – Other Member Services

  1. CHITTA will provide services that will support the objectives of the Association, including but not limited to:
    1. Distribution of press release services for members.
    2. Market research services including the conduct of surveys.
    3. Exhibition services for trade shows both nationally and internationally.
  2. The provision of these services will be subject to the payment of usage fees.
  3. These services shall only be made available to members of CHITTA unless otherwise specifically authorized by the Board of Directors.

ARTICLE VII – BOARD OF DIRECTORS

Section 1 – Responsibilities of the Board

  1. The affairs of CHITTA shall be governed on behalf of the membership by a Board of Directors, which shall control and direct all its activities.
  2. The Board shall vigorously pursue the mission and objectives of CHITTA.
  3. The Board may adopt such policies, regulations and rules for the conduct of business of the organization as may be deemed appropriate or advisable.
  4. The Board my delegate to any officer or committee any or all such power, authority, and duties of the Board that may be lawfully granted.
  5. Policy, regulations, rules and the delegation of authority shall be documented and made available by the Board to members.

Section 2 – Composition of the Board

  1. The Board shall be comprised of a minimum of 8 and a maximum of 12 members in good standing.
  2. Members of the Board shall include a:
    1. Chair
    2. Vice chair
    3. Secretary-Treasurer
  3. The immediate Past Chair and the Chief Executive Officer (CEO) shall be ex-officio members of the Board; the CEO shall not hold a vote.
  4. Board appointments are personal and non-transferable.

Section 3 – Term of Office

  1. The term of Office shall be two (2) years
  2. No Director shall hold the same office for more than two (2) consecutive terms.
  3. No Director shall hold two (2) positions on the Board simultaneously.
  4. Four members of the founding Board shall hold office until the first Annual Meeting of the Association when their positions will be open for election, the positions of the balance of the founding Board will be subject to election at the second Annual Meeting of the Association.

Section 4 – Officers

  1. The Officers of CHITTA shall be:
    1. The Chair
    2. The Vice Chair
    3. The Secretary Treasurer
    4. The Chief Executive Officer

Section 5 – Board Vacancies

  1. An office shall be declared vacant where:
    1. The Board accepts a resignation of a Director.
    2. The Director is no longer the representative of a Member in good standing of CHITTA.
    3. Upon the death of a Director
    4. A Director is legally declared to be of unsound mind.
  2. A Director may be removed from office prior to the expiration of their term by a resolution of the Board where the director fails to attend two (2) consecutive meetings of the board without reasonable cause.
  3. Vacancies on the Board may be filled by Board appointment until the next regular election.
  4. Where the office of the Chair becomes vacant, the Board shall elect a voting officer of the Board to fill the vacancy until the next regular election.

Section 6 – Executive Committee

  1. The Executive Committee, accountable to the Board, shall consist of the officers of CHITTA and one Director elected by the Board. The CEO shall have no vote in the conduct of business.
  2. The Executive Committee shall exercise the powers of the Board between Board meetings subject to:
    1. Such limitations as may be imposed by the Board from time to time.
    2. Powers and Authority defined by the Canada corporations act as being within the sole purview of the Board of Directors.
  3. The Executive Committee may establish its rules of conduct as deemed appropriate from time to time, excepting only that three (3) votes cast by voting members of the Committee are required to conduct business.

Section 7 – Board Meetings

  1. The Board shall meet at least three times annually, at such a place, time and format as designated by the Chair.
  2. Two such meetings shall be sitting meetings and held immediately prior to and after the Annual meeting of the membership of CHITTA.
  3. The Chair shall call a special meeting of the Board upon receipt of a written demand by a majority of Board members.
  4. Notice of all meetings shall be circulated to all members of the Board at least 30 days prior to the meeting in writing or by electronic means; such notice shall
  5. Include an agenda of the business to be transacted by the Board.
  6. Minutes of all Board meetings shall be taken and maintained.
  7. Representatives of Health Canada, Industry Canada and other like representatives, as deemed appropriate, may be invited to attend meetings at the pleasure of the Board.
  8. The Chair may invite guests, as deemed appropriate, to report on matters of interest to the Board.

Section 8 – Quorum

    1. At any meeting of the Board a quorum shall consist of a simple majority (50% +1) of those entitled to be present and vote.
    2. Proxies or substitutions shall not be permitted.
    3. In the absence of a quorum, there can be no valid transaction of business by the Board.
    4. Where deemed necessary by the Executive Committee, specific motions may be circulated by mail ballot, and voted upon, provided that 15 days notice of the ballot along with supporting material is circulated to members of the Board. Such ballots shall be confirmed and minuted at the next meeting of the Board.

Section 9 – Duties of Officers and Directors

The duties of the Officers shall be such as their titles by general usage would indicate and as may be required by law, notwithstanding the generality of the foregoing, the following shall apply:

  1. The Chair of the Board of Directors shall:
    1. Preside at all meetings of the Association, Board and the Executive Committee.
    2. Be the official spokesperson for the Association
    3. Supervise the activities of the CEO and the activities of the Association’s personnel.
    4. Ensure that all resolutions of the membership, Board and the Executive Committee are put into effect.
    5. Perform such other duties as may be determined by the Board from time to time.
  2. The Vice Chair shall:
    1. Perform the duties of the Chair where the Chair is temporarily absent or disabled.
    2. Perform such other duties as may be determined by the Board from time to time.
  3. The Secretary-Treasurer shall:
    1. Ensure that appropriate notice is provided for all meetings of the Association.
    2. Ensure that appropriate minutes and records are kept of such meetings and are appropriately circulated.
    3. Ensure the safe custody of all minute books, documents and registers of the Association required to be kept by the Provisions of the Act.
    4. Ensure that the financial transactions of the Association are conducted, recorded and reported in accordance with generally accepted accounting principles and procedures.
    5. Ensure that a complete financial report for the Association is prepared and distributed on a quarterly basis.
    6. Submit an audited financial report to the Board and the membership on an annual basis.
    7. Perform such other duties as may be determined by the Board from time to time.
  4. The Chief Executive Officer shall:
    1. Be responsible for the management and operation of the Associating in accordance with Board policies and within the limitations established by the Board or Executive Committee from time to time.
    2. Report to the Chair of CHITTA
    3. Perform such other duties as may be determined by the Board from time to time
  5. Directors shall perform such duties as may be determined by the Board from time to time.

Section 10 – Indemnification of the Board

CHITTA will acquire and maintain insurance coverage to ensure that all Directors and Officers of CHITTA, their heirs, executors and administrators, and their estates and effects respectively, shall at all times be indemnified and saved harmless out of the funds of CHITTA from and against:

  1. All costs, charges and expenses whatsoever which Directors or Officers sustain or incur in or about any action, suit or proceeding which is brought, commenced or prosecuted against them, for or in respect of any act, deed, matter or thing howsoever made, done or permitted by them in or about the execution of the duties of their offices on behalf of the Association or a corporation controlled by the Association.
  2. All other costs, charges and expenses that they may sustain or incur in or about or in relation to the affairs thereof, except such costs, charges, or expenses as are occasioned by their own willful neglect or default.

ARTICLE XIII – NOMINATION & ELECTION OF BOARD OF DIRECTORS

Section 1 – Nominating Committee

  1. The Board of Directors shall appoint a Nominating Committee of at least four (4) members.
    1. The immediate Past Chair of CHITTA shall be designated as the Chair.
    2. One (1) member shall be the representative of an Associate Member of CHITTA
    3. All other members shall be representatives of full Members in good standing.
    4. Board members, other than the Past Chair, are not eligible to serve on the Nominating Committee.
    5. Members of the Nomination Committee are not eligible to be nominated for office.
  2. The appointment of the Committee shall be announced to the members at least 180 days prior to the Annual Meeting of CHITTA.
  3. One hundred and twenty (120) days prior to the Annual meeting, the Nominating Committee shall issue an invitation to all voting Members to express interest in having their official representative becoming a director of the Association
  4. No fewer than 90 days prior to the Annual Meeting, the Nominating Committee shall:
    1. Publish a proposed slate, including biographies of the candidates, of Directors to all voting Members.
    2. Invite the membership to submit further nominations in a form and manner as defined by CHITTA policy.

Section 2 – Nominations by Members

  1. Nominations by members must be submitted in the form and manner as prescribed by the Nominating Committee and shall require:
    1. The written consent of the candidate.
    2. The endorsement of three (3) official representatives of Members in good standing.
  2. Candidates must be the official representatives of Members in good standing as defined in Article III, Section 2.1.
  3. Such nominations must be received by CHITTA at least 60 days prior to the Annual meeting.

Section 3 – Election by Acclamation

Where the slate of candidates as proposed by the Nominating Committee is not supplemented by the nomination of candidates by CHITTA Members in accordance with Section 2 above, the candidates nominated by the Committee shall be considered elected by acclamation.

Section 4 – Election Procedure

In the event additional nominations are received in accordance with section 2 above, there shall be an election.

  1. The Chair of the Nominating Committee shall:
    1. Prepare a Ballot of all candidates for office including their biographies in such a manner and form as prescribed by policy.
    2. Circulate such a ballot to the official representatives of all voting Members of CHITTA, indicating therein the election procedures.
  2. Members who are unable to attend the Annual meeting and unable to vote at the elections may forward their completed ballot to CHITTA:
    1. In the form and manner prescribed.
    2. At least ten (10) days prior to the Annual meeting.
    3. The completed ballots shall be available for scrutiny at the Annual Meeting.
    4. Proxies are not permitted.
  3. At least 10 days prior to the Annual Meeting The Chair of CHITTA shall appoint three (3) scrutinizers from among the Associate Members of CHITTA to oversee the counting of ballots at the Annual Meeting.
  4. Each Member who is eligible to vote and whose official representative is present at the Annual meeting shall have one vote for each available position on the Board of Directors.
  5. Directors shall be declared elected on the basis of a plurality of votes cast in person or by mail ballot at the annual Meeting, as verified by the scrutinizers.
  6. The Chair of the Nominating Committee will:
    1. Announce the results of the election at the Annual meeting.
    2. Circulate the announcement to all members of CHITTA within 30 days of the Annual meeting.

Section 5 – Effective Date of Office

The duties and responsibilities of new officers and directors shall take affect immediately subsequent to the meeting of the existing Board and the new Board as defined in Article VII, Section 7.2.

ARTICLE IX – CONDUCT OF BUSINESS

Section I – Conduct at Meetings

Parliamentary procedure shall govern the conduct of all meetings. In all matters not governed by By-laws, procedure shall be in accordance with Robert’s Rules order.

Section 2 – Proxies

Any voting member may be represented by proxy at Annual meetings of the Association excepting only the election of the Board of Directors.

    1. Such proxy shall be in writing in the form and manner prescribed by the Secretary-Treasurer.
    2. The proxy must be delivered to CHITTA at least seven (7) days in advance of the Annual or Special meeting.
    3. The proxy shall be valid only for the meeting for which it was specifically given.

Section 3 – Corporate Seal

  1. The Seal of the Association shall be in such a form as shall be prescribed by the Board of Directors and shall have words "Canadian Healthcare Information Technology Trade Association" endorsed thereon.
  2. The seal shall be in the custody of an officer so designated by the Board of Directors.

Section 4 – Policies and Procedures

  1. The Board of Directors will establish policies and procedures from time to time for the consistent conduct of business of the Association.
  2. Such policies and procedures, once approved and placed in effect shall be available to the membership of CHITTA.

Section 5 - Terminology

The use of terminology in respect to communications and meetings throughout these by-laws shall be taken in context of electronic and Internet formats and means, where applicable and not otherwise specifically stated.

ARTICLE X – AMMENDMENTS TO THE BY-LAWS

  1. The By-laws of CHITTA may be repealed or amended by a motion of the Board of Directors approved by a 2/3 majority of Directors.
  2. Such a motion shall be subject to sanctioning by an affirmative vote of at least two-thirds of the votes cast by the voting Members present in person or by proxy at a properly constituted Annual or Special Meeting of the membership.
  3. Only representatives of full Members of CHITTA, as defined in Article III, Section 2.1 shall have the right to vote on By-law changes.

 

...Strengthening Canada's Healthcare ICT Industry