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Article I - Name

 

The organization shall be called the Perinatal Mental Health Alliance of Newfoundland and Labrador and shall hereinafter be referred to as the Alliance or PMHANL.

 

Article II – Mission, Vision, and Values

 

VISION STATEMENT

Newfoundlanders and Labradorians experience positive perinatal mental health and well-being.

 

MISSION STATEMENT

The Perinatal Mental Health Alliance of Newfoundland and Labrador provides leadership to enhance the mental health of individuals, families and communities from conception to the early years through public awareness, professional development, research collaboration, support and advocacy. 

 

VALUES

The Perinatal Mental Health Alliance of Newfoundland and Labrador adheres to the following values:

 

1. Social Justice: Every human being deserves the full spectrum of political, economic and social rights, and opportunities. 

2. Belonging: Individuals and organizations share a commitment to perinatal well-being within the context of a welcoming, diverse community. 

3. Respect: A demonstrated positive regard for the rights, opinions, feelings and experiences of others.

4. Equity: Fair and just access to opportunities.

5. Trust: Demonstrated integrity, intention, capability and results aligned with the strategic goals of the Alliance.

 

Article III – Purpose

The Purpose of the Alliance is to bring together stakeholders involved with perinatal mental health issues in Newfoundland and Labrador to facilitate coordination and collaboration among them.

 

The Alliance defines “perinatal” as the period of time before and after birth, from the moment a person intends to become pregnant and continuing until the baby’s third birthday, and is intended to include all the members of the immediate family.

 

The Alliance is not formally incorporated and works through its member organizations to acquire the resources required to achieve its Purpose.

 

Article IV – Partnerships and Affiliations

The Alliance recognizes that its value is in creating opportunities for partners to work together to achieve a common goal. Partnership is therefore at the very heart of its Purpose.

 

The Alliance may join any organization within the province or the country or internationally that may help it achieve its Purpose.

 

Article V - Head Office

 

The Alliance shall be based in the province of Newfoundland and Labrador, and at such place therein as the Board of Directors may from time to time determine.

 

Article VI – Amendments to Constitution

 

The Constitution of the Alliance may be amended by a two-thirds vote of those present in person and entitled to vote at an annual general meeting or a special meeting provided that:

 

1. A resolution to amend has been duly moved, seconded and carried by a simple majority of Directors present at a regular or a special meeting of the Board of Directors.

2. Such resolution to amend has been submitted for approval to the membership not less than sixty (60) days prior to the date of the annual general meeting or a special meeting at which the amendment is to be presented for ratification.

BYLAWS

Article I – Membership 

 

1. Members

1. Members of the Alliance shall be all those who support the purpose of the Alliance. 

2. Members may include associations, persons with lived experience, clinicians and other professionals interested in perinatal mental health, and any other interested persons.

3. To become a member of the Alliance, Members must complete the membership application form.

4. Members may be delegates from their organizations as well as persons acting on their own behalf. Delegates appointed by organizations to the Alliance must provide proof of that appointment by their organization. 

5. All members, regardless of affiliation or lack of affiliation, have an equal vote.

 

1. Privileges and Responsibilities of Membership

1. Members of the Alliance shall be kept informed of Alliance affairs; shall be notified of Annual General Meetings and Special Membership Meetings; may become Chair or to be a member of Board or Alliance committees; and shall have the right and responsibility to advise the Board of Directors on matters of Alliance concern.

2. Voting members are entitled to vote at Annual General Meetings and Special Membership Meetings and to elect the Board of Directors. They are also eligible for election to the Board of Directors.

3. Members may be delegated by the Board or elected by the Membership to represent the Alliance in the community and/or at national and international meetings.

1. Renewal of Membership

Membership is renewable on an annual basis. Membership terms run from April 1st to March 31st of each year. 

 

Article II – Membership Meetings

 

Section 1 – General

 

1. Attendance at Meetings

1. A Member may participate in a meeting by means of such telephone, electronic or other communications facilities as permit all persons participating in the meeting to hear each other simultaneously and instantaneously, and a Member participating in such a meeting by such means is deemed to be present at the meeting.

2. When meetings are held via electronic means, provision will be made to ensure that any secret votes can be made anonymously.

 

1. Majority

A simple majority of voting members in attendance shall be sufficient to carry all motions unless stated otherwise in these bylaws.

 

1. Quorum

A quorum for the transaction of business at any Annual General or Special Membership Meeting of members shall be double the number of Board seats plus one additional voting member.

 

1. Proxies

There is no provision for proxy voting. Every effort will be made to schedule meetings at a time when most members are available, and provision will be made for members to participate via electronic means if they are not able to attend in person. 

 

Section 2 – Annual General Meeting

 

1. Date

There shall be a general meeting of the Alliance held annually, to be held no more than fourteen (14) months after the last annual general meeting.

 

1. Notice

All members shall be notified in writing (which may include by email) of the Annual General Meeting at least thirty (30) days prior to the meeting. This notice of meeting shall include the date, time, place of the meeting. Any problems with the notice shall not invalidate the meeting.

 

1. Purpose

The purpose of the Annual General Meeting shall be:

1. To receive reports on the work and affairs of the Alliance;

2. To elect Directors and to fill vacancies on the Board of Directors occurring at such meetings;

3. To transact such other business as may be deemed appropriate by the members or by the Board of Directors.

 

Section 3 – Special Membership Meetings

 

1. Time

Special Membership Meetings may be called by the Board of Directors at any time and shall be called by the Board of Directors at the written request of a minimum of fifteen (15) of Voting Members within six (6) weeks of receipt of such request. A request for a special meeting must state the purpose of the meeting.

 

1. Notice

Written notice of the date, time and place of the Special Membership Meetings shall be sent to members at least fourteen (14) days prior to the meeting (notice may include by email). Any problems with the notice shall not invalidate the meeting.

 

1. Purpose

The purpose of a Special Membership Meeting shall be stated in the notice of meeting and the meeting shall deal only with those matters stated in the notice of meeting.

 

Article III – Board of Directors

Section 1 – Number

 

The Board of Directors shall comprise not fewer than five (5) and not more than thirteen (13) members, all of whom must be voting members.

 

Section 2 – Tenure and Eligibility

 

1. Members shall be elected to the Board of Directors for a term of two (2) years and shall be eligible for re-election for two (2) further two (2) year terms.

2. No member of the Board of Directors shall serve for more than three (3) consecutive terms. A member who has served on the Board of Directors for three (3) consecutive terms shall be eligible for election after a period of one (1) year off the Board of Directors.

3. If the immediate past Chair is eligible for re-election, this can be dealt with in the usual way. If not, the immediate past Chair may sit on the Board ex-officio without a vote for a period of one (1) year.

4. Membership on the Board of Directors shall be voluntary and no remuneration by way of salary shall be paid.

5. Election shall be the responsibility of the Past Chair. 

 

Section 3 – Meetings

 

1. Regular Meetings of the Board of Directors

1. The Board of Directors shall meet at its discretion but no less than four (4) times per year. One of these meetings may be held in conjunction with the Annual General Meeting.

2. The meetings shall be called by the Chair at a time that is as convenient as possible for directors. A Director may participate in a meeting of the Board of Directors by means of such telephone, electronic or other communications facilities as permit all persons participating in the meeting to hear each other simultaneously and instantaneously, and a Director participating in such a meeting by such means is deemed to be present at the meeting.

3. Members of the Board of Directors shall receive written notice (may include by email) of the time and place of all Regular Meetings at least seven (7) days in advance of meetings.

 

1. Special Meetings of the Board of Directors

1. Special Meetings of the Board of Directors may be called at any time by the Chair or the Executive Committee. A special meeting can also be called by the Chair at the written request, which states the purpose of the meeting, of twenty (20) percent of the members of the Board of Directors, within two (2) weeks of such request.

2. Members of the Board of Directors shall receive written notice of the date, time, place and purpose of a special meeting of the Board of Directors at least seven (7) days in advance of such meeting.

 

1. Quorum

The presence of fifty (50) percent plus one Board member in attendance shall constitute a quorum at any meeting of the Board of Directors.

 

1. Attendance by Non-Members

The Chair in consultation with the Board of Directors may from time to time invite other members or persons from the community to attend meetings of the Board.

 

Section 4 – Responsibilities of the Board of Directors

 

1. The Board of Directors shall:

 

1. Set the policies and govern the affairs of the Alliance;

2. Establish the strategic directions of the Alliance;

3. Establish such committees and working groups as may be required from time to time, in addition to the standing committees;

4. Keep the membership informed throughout the year of important developments regarding the Alliance and seek the guidance of the members on policy decisions affecting the Alliance;

5. Monitor and regularly discuss the Board’s own process and performance, ensure the continuity of its governance through mentorship and training opportunities.

 

1. The Board shall strive for consensus in all decisions. If consensus cannot be reached, a simple majority vote will decide the issue.

 

Section 5 – Resignations, Vacancies, Absences and Termination

 

1. A member of the Board of Directors who wishes to resign from the Board shall state their intent in writing (which may include by email) to the Chair. The resignation shall become effective on the date specified in the letter of resignation.

 

1. Any vacancy on the Board of Directors that occurs between Annual General Meetings may be filled by the Board of Directors, with the assistance of the Nominating Committee, provided that a quorum of Board members remains in office. The voting member appointed to fill the vacancy shall serve until the next Annual General Meeting at which time they must stand for election for a full term in their own right. The appointed term shall not constitute part of the maximum time serving on the Board.

 

1. If a member of the Board of Directors is absent from three (3) successive meetings of the Board without adequate reason (as determined by the Board), that director shall be deemed to have resigned from the Board and a vacancy shall be declared.

 

1. Membership on the Board of Directors may be suspended or terminated for just cause if at a Board Meeting a resolution is passed by two thirds (2/3) majority to remove a Director before the expiration of the Director’s term of office, and provided that the Director who is the object of the removal is notified in writing (which may include by email) of the pending action and rationale, and is notified of the place, day and time of the meeting within the same requirements as those which specified for the calling of the meeting, and is further given the opportunity to make representation before the Board of Directors and to state any reasons for opposition to the resolution proposing the Director’s removal.

 

1. Notice of expulsion of a member must be given at least two weeks in advance of the meeting at which the expulsion is to be discussed.

 

1. “Just cause” may include ceasing to subscribe to the Purpose of the Corporation; lack of collegiality as expressed by behaviour at meetings or in the public; failure to declare a significant conflict of interest; or any other action that the Board in its sole and absolute discretion considers to be reasonable, having regard to the Purpose of the Alliance.

 

1. The Board’s decision regarding an expulsion shall be final and binding on the member without any further right of appeal.

 

Article IV – Executive Officers of the Alliance

 

Section 1 – Election and Tenure

 

1. The Board of Directors shall elect from among themselves the Executive Officers of the Alliance at their first meeting following the Annual General Meeting.

 

1. Executive Officers are elected for a two (2) year term. Following completion of the initial term, a director is eligible for office for two (2) additional terms upon nomination, ratification and voting during the AGM. Once the director completes three consecutive terms, or seven years, they shall discontinue as a director for a period of one year before seeking reelection. 

 

Section 2 – Chair

 

1. The Chair shall be the main spokesperson for the Alliance. This may include making representations to elected officials and to senior officials of public institutions, speaking with the media and speaking to the public.

 

1. The Chair shall, when present, be Chairperson of all business meetings of the Board of Directors, the Executive Committee and at Annual General Meetings and Special Membership Meetings; shall be an ex-officio non-voting member of all other committees; and shall perform all duties usually pertaining to this office.

 

Section 3 – Vice-Chair

 

The Vice-Chair shall perform the duties of the Chair when the Chair is absent and shall have such powers and duties as the Directors or Chair may determine.

 

Section 4 – Scribe

 

The Scribe shall ensure that:

1. The minutes of all meetings of the Alliance, the Board of Directors and the Executive Committee are accurately recorded and circulated; 

2. Accurate attendance records are kept of such meetings; 

3. Proper notice is given regarding notices required to be given to all Directors, members, committee members and others.

 

Section 5 – Membership Director

 

The Membership Director shall:

1. Ensure that the membership list is accurate and kept up to date.

2. Maintain a communication with Members as regards their status as Members.

3. Maintain a record of the tenures of the members of the Board of Directors and the Executive Officers.

4. Maintain a list of the members of all committees of the Board.

5. Chair the Nominating Committee.

 

Section 6 – Treasurer 

 

The Treasurer shall:

 

1. Ensure that appropriate financial reports are made available to the board on a timely basis 

2. Present the annual budget to the board for approval

3. Review the annual audit and answer board members' questions about the audit

 

Section 7 – Past Chair

 

The Past Chair may be a member of the Executive for a period of one year as an ex-officio, non-voting member.

 

Article V – Executive Director

 

An Executive Director may be employed by the Board of Directors to act as the executive officer of the Board of Directors and the administrative head of staff. If in place, the Executive Director is responsible to the Board of Directors for the general management of the Alliance and the fulfillment of its goals and objectives.

 

If in place, the Executive Director attends meetings of the Board of Directors and all Board committees and working groups. 

 

Article VI – Committees

 

1. Executive Committee

1. The Executive Committee shall consist of the Executive Officers of the Alliance. If in place, the Executive Director is an ex-officio, non-voting member of the Executive Committee. 

2. The Executive Committee shall act for and on behalf of the Board of Directors between regular Board meetings. It shall have such powers and responsibilities as may be delegated to it from time to time by the Board of Directors. Any action taken by the Executive Committee shall be reported to the Directors for ratification at the next meeting of the Board of Directors.

3. A simple majority of the officers shall constitute a quorum.

 

1. Committees

1. The Alliance may establish committees in its main areas of interest: post-secondary education and professional development, applied research, public awareness and education, advocacy, and any other area it may deem to be of interest.

2. Committees may include non-members according to their areas of interest and/or expertise.

3. A simple majority of committee members shall constitute a quorum.

4. At least one Board member shall serve on each standing committee and shall be responsible for regular reporting on the work of that committee to the Board of Directors, as determined in the committee terms of reference.

5. The agenda for each Board meeting will include a report from each Standing Committee.

6. Members of committees or working groups may or may not be Directors, shall serve on a voluntary basis, and no remuneration shall be paid.

 

Article VII – Nominating Committee

 

Section 1 – Purpose

1. There shall be a Nominating Committee which shall be a standing committee of the Alliance.

 

1. The committee shall be chaired by the Membership Director. Committee members shall be appointed 3 months prior to the AGM and may be reappointed for 2 additional term.

 

1. The purpose of the Nominating Committee is to ensure that:

1. There is a renewal of the Board at periodic intervals.

2. Every member has an equal opportunity to present themselves for election to the Board.

3. To the extent possible, the Board include representation from across the province; from a variety of clinical disciplines and professions and organizations, as well as persons with lived experience; from all gender identities; and from traditionally underrepresented groups (e.g., Indigenous).

 

Section 2 – Members

 

1. The Nominating Committee shall consist of between three to five (3-5) voting members of the Alliance including the Membership Director. 

 

1. This committee shall be appointed by the Board of Directors. The Chair and Executive Director (if in place) shall be ex-officio, non-voting members of the Nominating Committee. 

 

Section 3 – Responsibilities

 

The Nominating Committee shall:

1. Design, for approval of the Board of Directors, a nominating and election procedure to ensure the orderly, open and democratic conduct of same;

2. Inform members of the nominating and election procedures at such time and in such manner as approved by the Board of Directors;

3. Prepare, for approval by the Board of Directors, a list or ballot of names for presentation to the membership for election of the Board of Directors at the Annual General Meeting;

4. Prepare a list or ballot of names for presentation to the Board of Directors for election of officers.

5. Assist the Board of Directors and Chair with nominations for appointments throughout the year;

6. Present its report in writing to the membership at the time and in the manner described for notification of the Annual General Meeting.

 

Article VIII – Advocacy Committee

 

1. There may be an Advocacy Committee which, if created, shall be a standing committee of the Alliance. The purpose of this committee is to make representation to elected officials at all levels of government as well as to senior leaders in other organizations, such as health care boards, school boards and post-secondary educational institutions.

 

1. Some members of the Alliance will be employees of these organizations and may not be permitted to engage in advocacy activities, whether toward their own employers or toward other institutions. As such, the role of the Advocacy Committee is limited to recommending courses of action to the Executive Committee, who in turn will be responsible for undertaking representations to officials.

 

Article IX – Representation at National and International Meetings

 

The Board of Directors of the Alliance may delegate Directors and Members to speak on its behalf at meetings of provincial, national and international organizations.  In such cases, delegates will be briefed prior to the event on the matters of concern. 

 

Article X – Fiscal Year

 

The fiscal year of the Alliance shall terminate on the thirty-first (31st) day of March of each year.

 

Article XI – Dissolution of the Alliance

 

No proceedings of any kind for the dissolution of the Alliance shall be taken unless and until there has been compliance with the procedures of the following sections.

 

Section 1 – Alliance Board of Directors Action

 

A resolution to dissolve the Alliance shall be duly moved, seconded and carried by a two-thirds (2/3) vote of the Board of Directors at which a quorum is present.

 

Section 2 – Dissolution Procedure

 

1. Members of the Alliance

The members of the Alliance shall be notified in writing (which may include by email) of the resolution of the Board of Directors and of an Annual General Meeting or Special Membership Meeting to be held to deal with such resolution. Written notice of such meeting, including the specific resolution of dissolution, is to be given to the members at least sixty (60) days in advance of the meeting.

 

1. General Public

The Alliance shall notify the public of the province of the resolution of the Board of Directors and of the date of the Annual General Meeting or Special Membership Meeting through the media and social media.

 

1. Membership Meeting

1. The resolution of the Board of Directors to dissolve the Alliance shall be presented to an Annual General Meeting or Special Membership Meeting, where it must receive an affirmative two-thirds vote of those present in attendance in order to take effect.

2. In the event of an affirmative vote, the name “Perinatal Mental Health Alliance of Newfoundland and Labrador” is retired and its use by any other organization will be actively discouraged.

 

Article XII – Amendments to Bylaws

 

The Bylaws of the Alliance may be amended by a two-thirds vote of those present in person and entitled to vote at an Annual General Meeting or Special Membership Meeting provided that:

 

1. A resolution to amend has been duly moved, seconded and carried by a majority of Directors present at a regular or special meeting of the Board of Directors;

 

1. Such resolution to amend has been submitted for approval of the membership not less than thirty (30) days prior to the day of the meeting at which the amendment is to be presented for ratification.