Name

1. The name of the Society is The Provincial Health Ethics Network (PHEN).

What is PHEN?

2. PHEN is a non- profit, non- partisan society that provides resources to Albertans to facilitate systematic and thoughtful analysis of ethical issues in the health system.

Membership

3. There shall be two categories of membership, namely, regular individual membership and institutional/organizational membership.

4. Any person being of the full age of 18 years may become an individual regular member by approval of an application in writing, along with the prescribed fee, to one of the officers of the Society.

5. Any institution or organization may become an institutional/ organizational member by approval of an application in writing, along with the prescribed fee, to one of the officers of PHEN.

6. It is expected that members of PHEN will support and further the purposes and goals of the organization.

7. The membership fee for regular individual members and institutional/organizational members shall be determined from time to time by the Board of Directors of PHEN.

8. For purposes of voting, each member, whether regular individual or institutional/organizational, shall have one vote.

9. Any member wishing to withdraw from membership may do so in writing to the one of the officers of PHEN. If any member is in arrears for fees or assessments and this continues for a period of three months, that member shall automatically be suspended until such time as the arrears are paid, and during a period of suspension the member shall not be entitled to any membership privileges or powers as shall not be included as a member when calculating the total number of members for voting purposes.

10. Any member may be expelled from membership in PHEN upon the vote of a two-thirds majority of all members of PHEN.

Board of Directors

11. The Board of Directors (the "Board") shall, subject to the bylaws and any directions given to it by a majority vote at any meeting properly called and constituted, have full control and management of the affairs of PHEN.

12. The Board shall comprise twelve voting directors. Four shall be nominated and elected by the members, four shall be nominated by the Board to be ratified by the membership, and four shall be appointed by the Council of the Chairs of the Regional Health Authorities or its successor. PHEN’s Executive Director shall be an ex officio non-voting secretary of the Board

13. Directors shall be elected, ratified or appointed for a term not exceeding three years and thereafter are eligible to be reelected or reappointed for a second term not exceeding three years. Directors must thereafter stand down for at least one year before being eligible to be reelected or reappointed for any subsequent term unless the subsequent term is approved by a majority vote of the membership at a general meeting.

14. Directors must attend at least two meetings per year and contribute positively to the workings of the board. If a board member is unable to fulfill the requirements of board membership, the board member may be expelled by a 2/3 vote of the Board.

15. Only the chairman or designate may speak on behalf of PHEN.

Officers

16. The Board shall elect from among its members an Executive Committee consisting of a Chair, a Vice-Chair, and a Treasurer, for such terms as the Board considers appropriate, but no Executive Committee Member shall serve more than five consecutive years in office.

17. The Treasurer shall receive all monies paid to PHEN and shall be responsible for the deposit of same in whatever bank, trust company, credit union or treasury branch the Board may order. The Treasurer shall properly account for the funds of PHEN and keep such books as may be directed. The Treasurer shall present a full account of receipts and disbursements to the Board whenever requested and shall prepare for submission to the annual meeting a statement duly audited as hereinafter set forth of the financial position of PHEN.

18. Other than reimbursement of reasonable expenses actually incurred in attending meetings and carrying out their duties as directors, members of the Board shall not be paid.

19. Notwithstanding bylaw 17, when a Board member’s term of office as Chair comes to an end and this coincides with that person’s ceasing to be a Board member, he or she shall automatically continue as a member of the Board for one more year with the designation “Past Chair”, and in that event the Board shall comprise thirteen voting members.

Auditing

20. The books, accounts and records of the Treasurer shall be audited at least once each year by a duly qualified accountant appointed by the Board. A complete and proper statement of the standing of the books for the previous year prepared by such auditor shall be submitted at the annual meeting of the Society. The fiscal year of the Society in each year shall end March 31st.

Meetings

21. The meetings of the Board shall be held as often as may be required, but at least four times each year, and shall be called by the Chair. A special meeting of the Board may be called on the written request of two directors, addressed to the Chair or Vice-Chair, and stating the business to be brought before the meeting.

22. Dates of the Board meetings for the upcoming year shall be set at or before the first fall Board meeting.

23. The Society shall hold an annual meeting on or before May 31st each year, of which written notice to the last known address of each member shall be given at least ten days prior to the date of the meeting. At this meeting any vacancies on the Board shall be elected or ratified as appropriate and an auditor appointed.

24. General meetings of the Society may be called at any time by the Chair with the concurrence of the Board by notice in writing to the last known address of each member at least ten days prior to the date of the meeting. A special meeting of the Society shall be called by the Chair or Vice-Chair upon receipt of a petition signed by one-third of the members, setting forth the reasons for calling such a meeting, which meeting shall be called by a minimum ten days written notice to the last known address of each member.

25. Thirty members or a majority of members, whichever is greater, shall constitute a quorum of any meeting of PHEN members (the society). At meetings of PHEN’s Board any five members shall constitute a quorum.  All votes at PHEN meetings must be made in person and not by proxy or otherwise.

26. The Chair, or his or her delegate, shall be responsible for taking and keeping minutes of meetings of the Society and of the Board.

Borrowing Powers

27. PHEN shall not have the power to borrow money.

Custody and Inspection of Seals and Records

28. The Chair, Vice-Chair, and Treasurer shall have the authority to use PHEN’s seal. The seal shall be kept, along with the books and records of the Society, at a designated PHEN office in Edmonton. They may be inspected by any member of the Society at the annual meeting or at any time upon giving reasonable notice and arranging a time satisfactory to the officer or officers in charge of the same. Each member of the Board shall at all times have access to such books and records.

Amendment of Bylaws

29. The Bylaws of PHEN may be rescinded, altered or added to by a "Special Resolution" of the members, as defined in section 1(d) of the Societies Act.

DATED this 14th day of May 2004.