Bylaws of the CAPM&R and CPRDF

Our Policies

The following policies were approved by the CAPM&R Executive


Acceptance of Gifts by CAPM&R Directors and Officers

Effective Date: Feb. 2, 2004 Approved by: Executive Feb. 2, 2004

Background

Occasionally CAPM&R Directors and Officers are asked to make presentations on behalf of CAPM&R. The organization requesting the presentation may offer a token gift to the speaker for his/her efforts.

Policy

It shall be acceptable for CAPM&R Directors and Officers to accept gifts in kind for appearing or speaking on behalf of the Association but Directors and Officers shall not receive or be paid any remuneration for the activities.


Acknowledgement Policies

Effective Date: Feb. 2, 2004 Approved by: Executive Feb. 2, 2004

Policy

  1. For materials/audio-visual aids produced by CAPM&R and funded by sources outside CAPM&R, the following options are acceptable:
    1. The Canadian Association of Physical Medicine and Rehabilitation wishes to acknowledge the assistance of ___________________ in the production of ________________.
    2. This _______________ was made possible through an unrestricted/educational grant from ___________company.(fill in blanks as appropriate)
  2. When CAPM&R has provided advisory/review assistance for a material/audio-visual aid produced outside of CAPM&R, the appropriate acknowledgement would be one of the following:
    1. The name "Canadian Association of Physical Medicine and Rehabilitation" is included in a list credits and the logo may be used.
    2. The name "Canadian Association of Physical Medicine and Rehabilitation" would be given as an individual credit and the logo may be included.
    3. The publisher acknowledges the advisory assistance of the Canadian Association of Physical Medicine and Rehabilitation in the development of this______________
    4. The publisher acknowledges the advisory assistance of the Canadian Association of Physical Medicine and Rehabilitation concerning the accuracy of the information on Physical Medicine and Rehabilitation presented in this ___________________ (fill in blanks as appropriate)
  3. When permission is requested to use CAPM&R educational material or to quote from a CAPM&R document, the following acknowledgements may be used:
    1. This _______________is courtesy of the Canadian Association of Physical Medicine and Rehabilitation.

Conflict of Interest

Effective Date: Feb. 2, 2004 Approved by: Executive Feb. 2, 2004

General Principle

Anyone taking any part in the operations or governance of CAPM&R in any capacity is expected to act at all times in the interest of the Association.

Association Dealings in General

No person presently or within the past two years an officer, director, committee member, or sub-committee member, shall enter into any contract or arrangement of employment, leasing, sale or provision of goods or services to the Canadian Association of Physical Medicine and Rehabilitation without there first being a unanimous resolution of approval at a meeting of the national Executive.

Conflict of Interest

At any time that there is perceived to be a possibility of conflict of interest, the member will declare the possibility of perceived conflict of interest and remove him or herself from the decision-making process and abstain from any voting procedure. Conflict of interest occurs in two ways:

  • when an Executive member makes decisions out of self-interest or in the interest of only part of the organization instead of for the common good of the whole organization
  • when an organization makes a transaction with a business or organization that has a financial connection with an Executive member or an Executive member's family

When financial connections exist, it is incumbent on the Executive member to refrain from involvement in any decision-making that is related to the connection. Such relationships do not necessarily restrict transactions so long as the relationship is clearly divulged and non-involved individuals affiliated with the organization make any necessary decisions.

Policy

Directors
Any member of the Executive who may be involved in a CAPM&R business transaction in which there is a possible conflict of interest shall promptly notify the Executive. The director shall refrain from voting on any transaction, participating in deliberations concerning it, or use personal influence in any way in the matter. The director's presence may not be counted in determining the quorum for any vote with respect to a CAPM&R business transaction in which he or she has a possible conflict of interest. Furthermore, the director shall disclose a potential conflict of interest to the other members of the Executive before any vote on a CAPM&R business transaction and such disclosure shall be recorded in the Executive minutes of the meeting at which it is made. Any CAPM&R business transaction that involves a potential conflict of interest with a member of the Executive shall have terms that are at least as fair and reasonable to CAPM&R as those which would otherwise be available to CAPM&R if it were dealing with an unrelated party.
Staff
Any staff member who may be involved in a CAPM&R business transaction in which there is a possible conflict of interest shall promptly report the possible conflict to the Executive Chair. The Chair, after receiving information about a possible conflict of interest, shall take such action as necessary to assure that the transaction is completed in the best interest of the organization without the substantive involvement of the person who has the possible conflict of interest. This does not mean that the purchase or other transaction must necessarily be diverted, but simply that persons other than the one with the possible conflict shall make the decisions involved in controlling the transaction.

Definitions:

Involved in a business transaction
"Involved in a business transaction" means initiating, approving a purchase or contract, selecting a vendor or contractor, drafting or negotiating the terms of such a transaction, or authorizing or making payments from CAPM&R accounts. The language is intended to include not only transactions for CAPM&R's procurement of goods and services but also for the disposition of CAPM&R property, and the provision of services or space by CAPM&R.
Conflict of interest
A "possible conflict of interest" is deemed to exist:
  • where the Director or staff member, or a close relative, or a member of that person's household, is an officer, director, employee, proprietary, partner, or trustee of, or when aggregated with close relatives and members of that person's household, holds 1% or more of issued stock in the organization seeking to do business with CAPM&R. A possible conflict of interest is also considered to exist
  • where such person is (or expects to be) retained as a paid consultant or contractor by an organization which seeks to do business with CAPM&R, and whenever a transaction will entail a payment of money or anything else of value to the official, member, close relative, or member of that person's household.
A "possible conflict of interest" exists:
  • when an individual affiliated with CAPM&R has an interest in an organization that is in competition with a firm seeking to do business with CAPM&R if the individual's position gives him or her access to proprietary or other privileged information which could benefit the firm in which he or she has an interest.
  • when an individual affiliated with CAPM&R is a trustee, director, officer or employee of a not-for-profit organization which is seeking to do business with or have a significant connection with CAPM&R or is engaged in activities which could be said in a business contest to be "in competition with" the programs of CAPM&R.

Extent of Conflict

A contract or arrangement of employment, leasing or the sale or provision of goods and services shall include not only direct involvement but also a contract or arrangement involving an employer, associate, partner, or affiliate but shall not extend to any contract or arrangement where the involvement of a person is by virtue of a spousal or family arrangement alone.


Corporate Ethics

Effective Date: Feb. 2, 2004 Approved by: Executive Feb. 2, 2004

Policy

CAPM&R's corporate governance and operational policies ensure that the organization conducts itself in an ethical manner. The organization values its commitment to the public good, its membership, and its supporters through consistent integrity, promotion of excellence, respect for the worth and dignity of individuals, accountability, transparency, prudent application of resources, respect of the needs and value of external contributors and partners, strict obedience of all laws and regulations, and overall good stewardship.


Exclusive License of Right

Effective Date: Feb. 2, 2004 Approved by: Executive Feb. 2, 2004

Background

CAPM&R purposely does not want to grant an exclusivity to any supplier, or group of suppliers to the exclusion of any or all other suppliers, or group of suppliers. To do so, could deprive CAPM&R of selection, create unfavourable pricing ramifications, contravene fair trade practices and promote unnecessary ill-will in the marketplace.

Policy

CAPM&R shall avoid, under any and all circumstances, giving exclusive license or rights verbally or in writing to any supplier, or groups of suppliers of goods and services.

Implementation

Whenever a corporate or personal request involves reference to exclusivity, CAPM&R will communicate this policy to ensure that the difference between exclusivity and other terms of agreement are made clear.


Expense Reporting

Effective Date: Feb. 2, 2004 Approved by: Executive Feb. 2, 2004

Background

From time to time members of the Executive, officers, and committees, may incur out-of-pocket expenses in the performance of their official duties.

Policy

When a member of the Executive, officers, committees incur out-of-pocket expenses in the performance of official CAPM&R duties, these expenses may be reimbursed under the following conditions:

  • Original receipts accompany the CAPM&R Expense reporting form.
  • The expenses incurred are reasonable in nature and have direct relationship to the official duty performance.
  • The request for reimbursement and expense reporting form are sent to CAPM&R head office within 60 days of the date of expense incurred.
  • The individual incurring the expense made an effort to select the most prudent choice for CAPM&R in relation to costs incurred.

Governance: Governing Style

Effective Date: Feb. 2, 2004 Approved by: Executive Feb. 2, 2004

Policy

The Executive will approach its task with a style that emphasizes outward vision rather than an internal preoccupation, encouragement of diversity in viewpoints, strategic leadership more than administrative detail, clear distinction of Executive and staff roles, future rather than past or present, proactivity rather than reactivity. In this spirit, the Executive will:

  • Focus chiefly on its ends policies and the long-term external impacts of the organization's decisions and activities, not on the administrative or programming means through which these ends will be attained.
  • Direct, control and inspire the organization through the careful establishment of the broadest organizational policies.
  • Enforce upon itself and its members whatever discipline is needed to govern with excellence. Discipline will apply to matters such as attendance, policy-making principles, respect of clarified roles, speaking with one voice and self-policing of any tendency to stray from governance adopted in Executive policies.
  • Be accountable for competent, conscientious and effective accomplishment of its obligations as a body. It will allow no officer, individual, or committee of the Executive to usurp this role or hinder this commitment.
  • Monitor and regularly discuss the Executive’s own process and performance. Insure the continuity of its governance capability by retraining and development.
  • Be an initiator of policy, not merely a reactor to staff initiatives. The Executive, not the staff, will be responsible for executive performance.
  • Speak with one voice as expressed by resolutions and motions: any individual communications to staff shall be in a strictly advisory role, not a directive role.
  • At the end of each meeting, designate a five-minute evaluation of the conduct of the meeting.

Intellectual Property

Effective Date: Feb. 2, 2004 Approved by: Executive Feb. 2, 2004

Background

Although we share the fruits of intellectual property with our constituency, CAPM&R creations have value and to ensure adequate conservation and correct application, we must protect this universally recognized value by appropriate registration.

Policy

All intellectual property created as a result of Association activity or funding shall be protected by registration. The registration procedure will be carried out by CAPM&R staff at head office as soon as a CAPM&R creation is forwarded to the office.

Definitions:

Copyright
Copyright applies to all original literary, dramatic, musical and artistic works and gives the owner sole right of reproduction or to permit others to do so.
Industrial Design
Industrial Design deals with original unique design or ornamentation to a manufactured article, including shape, feature, pattern or configuration.
Patents
Patents deal with the invention of a new and useful process, machine, the manufacturing or composition of matter, or any new and useful improvement thereof.
Royalties
Royalties are payments to the registered owners of intellectual property paid for continuing use almost invariably by written license. An assignment of right usually deals with onetime transfer of rights paid for by a single consideration.
Trade Mark
Trade Mark is a work, symbol or picture or a combination of these, used to distinguish a particular article or service from other goods or services.

Examples

  1. CAPM&R may create some CME material, interactive test template, new public education material, new training program - these can be copyrighted to ensure that when used outside CAPM&R, public acknowledgements to CAPM&R are made.
  2. CAPM&R's logo, icon phrase - these are copyright and trademark protected.

Investment Guidelines

Effective Date: Feb. 2, 2004 Approved by: Executive Feb. 2, 2004

Governance

Policies and practices governing the investment of CAPM&R funds are the responsibility of the Executive. Investments must be made with the care, skill and diligence that a prudent person in similar circumstances would exercise. Investment practices must comply with the limitations and requirements of applicable laws and regulations. Regular financial reporting will comply with the Association Bylaws.

Investment Objectives

The funds of the Association are to be managed in order to achieve the following objectives:

  1. Generate an annual income available for disbursement as determined by the Executive
  2. Achievement of financial performance standards
  3. Preservation of real capital
  4. The provision of immediate liquidity
  5. Low risk configuration of investment diversification.

Policy

CAPM&R will deposit and keep reserve funds, any accumulated operating surplus, and accumulated interest in accounts or instruments as follows:

  1. In investments in accordance with the Canadian Corporation Act Part II governing not-for-profit organizations
  2. In accordance with the Bylaws of CAPM&R
  3. In an account or instrument insured by the Canadian Deposit Insurance Corporation or by the Credit Union Deposit Insurance Corporation
  4. In secure instruments with low to moderate risk only
  5. With every effort to exclude investments in any area with negative health interests
  6. In other investment instruments as the CAPM&R membership and Executive advise.

Conflicts of Interest

  1. Except as permitted by law, no Committee member, officer, employee, actuary, advisor, auditor, lawyer, portfolio manager or other person appointed to carry out the duties and responsibilities in connection with the management or administration of the Funds (an agent), shall knowingly permit his or her interest to conflict with his or her duties and powers in respect of the Funds.
  2. A conflict of interest is deemed to include any direct, indirect, actual or perceived material pecuniary interest of an agent in any arrangement, contract, investment, transaction or other matter in which the Fund participates or proposes to participate. The pecuniary interest of an agent is deemed to include that of:his or her spouse
    1. any person with whom an agent is living in a relationship outside marriage
    2. any member of the agent's family who shares his or her home
    3. any corporation or trust controlled by an agent or in which he or she has a substantial beneficial interest
    4. any individual, corporation or trust which has a financial dependency on the agent
  3. Agents who are also investment managers shall further conduct their activities in a manner consistent with the Code of Ethics and the Standards of Professional Conduct adopted by the Association for Investment Management and Research.

Procurement

Effective Date: Feb. 2, 2004 Approved by: Executive Feb. 2, 2004

Background

CAPM&R seeks to procure goods and services, corporate support, general support in a business-like and ethical manner. CAPM&R values its historical business relationships and welcomes new and additional business relationships.

Policy

Procurement of goods and services, and corporate support shall be executed in a business-like and ethical manner. CAPM&R's requirements and suppliers’ requirements must be met for good corporate relations. CAPM&R's negotiation and transactional requirements include:

  1. Business dealings are entered into in good faith and with goodwill.
  2. Clear terms, conditions, limitations, methods of conflict resolution, expiry dates must be documented.
  3. CAPM&R may not enter into any agreement with any business that could harm the reputation of the Association.
  4. CAPM&R may not enter into any agreement with any business that could result in possible future legal or financial obligations.
  5. CAPM&R must seek value for its expenditures.
  6. Major CAPM&R projects and/or initiatives requiring CAPM&R expenditures must be tendered. Calls for proposals, calls to tender will be done in an efficient manner with deadlines. The minimum number of tenders required is three.
  7. Alterations of current agreements with suppliers of goods and services must be approved by CAPM&R Executive.
  8. All agreements and/or contracts must be in accordance with accepted business legal procedure.
  9. CAPM&R reserves the right to renew agreements with current suppliers or enter into agreements with new suppliers at the end of established agreement/contract terms.
  10. All suppliers to CAPM&R must be documented, listed with CAPM&R head office and be available information for Executive members.

Signing Authority

Effective Date: Feb. 2, 2004 Approved by: Executive Feb. 2, 2004

Background

The Association maintains appropriate records of financial transactions and business accounts. While the Executive is the legal authority of the Association, Executive members are not individually able to contract with external agents on behalf of CAPM&R, or sign on behalf of CAPM&R as per the Association's by-laws. From time to time, the CAPM&R office may need to acknowledge receipt of materials, make expenditures on behalf of CAPM&R to replenish supplies for CAPM&R's office, and incur minor costs of a similar nature.

Policy

Management Office
The Association permits the CAPM&R Management Office to have signing authority for expenditures on CAPM&R's behalf up to the amount of $5,000 without requiring prior approval of a CAPM&R Executive member. Any proposed expenditures on behalf of CAPM&R over $5,000 must be approved by a signing officer of the Executive.
 
Executive Member
The Association may permit a CAPM&R Executive member to sign a preliminary contractual agreement for an expenditure on behalf of CAPM&R only when:
  1. CAPM&R's Executive has designated the authority to enter into a specific contractual agreement to this specific Executive member
  2. CAPM&R's Executive have examined and approved the contract
  3. The Executive member is acting as CAPM&R's local agent
  4. The agreement/contract is approved by CAPM&R's President and one other signing officer by signature.
 
Corporate Liaison Officer
The Association permits the Corporate Liaison Officer to enter into negotiations for standard CAPM&R business agreements/contracts as its designated agent. The Corporate Liaison Officer does not hold signing authority for CAPM&R. All business agreements must be signed by CAPM&R's President and one other signing officer in order to be valid.From time to time, CAPM&R may wish to issue a press release, arrange a press meeting, or similar items. The Corporate Liaison Officer may proceed to enter into these arrangements on instruction by the Executive. Preliminary estimates of such item costs to CAPM&R must be approved by CAPM&R's President prior to execution. In matters such as these, the Corporate Liaison Officer is deemed to act as CAPM&R's agent and may sign prerequisite documents pertaining to the approved specific item.

Tendering

Effective Date: Feb. 2, 2004 Approved by: Executive Feb. 2, 2004

Background

From time to time CAPM&R may require products or services from the marketplace involving substantial costs. CAPM&R values good business relationships with current and potential suppliers. To ensure fairness, open competition, transparency and achieving the best fit for CAPM&R, any proposed purchase or supply of services which is valued at over $5,000 must be subjected to a tendering process with a minimum of two external tenders submitted. Successful tenders are not necessarily selected on the lowest price bid.

Policy

All acquisition of new products, materials, or services for CAPM&R valued at over $5,000 will be subjected to a tendering process. Automatic renewable contracts with current suppliers of products, materials or services are not assumed. When CAPM&R identifies the need for purchase of a product, material or service, the following steps are:

  1. The CAPM&R need is defined in writing, listing:
    1. Description of product or service required
    2. Deadlines for tender submission, tender decision
    3. Any terms or conditions, expectations that may apply
    4. Whether this is a new contract or renewal contract
  2. A Request for Proposals may be issued where applicable.
  3. A call for written tenders will be posted.
  4. All submitted tenders and relevant information are made available to the Executive Committee.
  5. The tendering process is managed by CAPM&R head office.

Conflicts of Interest

See Conflict of Interest Policy