The name of the consortium shall be the Health Science Information Consortium of Toronto / Le Réseau d'information en science de la santé à Toronto (the "Consortium").
Throughout the by-laws, the following terms have the following definitions:
The head office of the Consortium shall be in the City of Toronto, in the Province of Ontario, housed at the University of Toronto Gerstein Science Information Centre, or at such place within the City of Toronto as the Board may from time to time determine.
Our members will collaborate to promote advances in health care through optimal use of information resources, technologies and our collective expertise.
The Consortium has two categories of membership. These are 1) University of Toronto Libraries 2) Libraries in hospitals, health care institutions, or health related agencies including the Academic Health Science Centres affiliated with the University of Toronto’s Faculty of Medicine. For example, members include, but are not limited to: fully affiliated hospitals and community-affiliated hospitals, community hospitals, health laboratories and public health departments.
The Board may create additional categories of membership and specify their levels of participation.
Membership in the Consortium shall be limited to institutions that meet the membership criteria below, and shall consist of any institution whose application for admission as a member has been approved by the Board.
To be considered for membership in the Consortium, libraries must meet the following criteria:
Member libraries must continue to meet the preceding criteria, as well as the following:
All membership applications will be reviewed by the Management Committee and approved by the Board of Directors upon the recommendation of Management Committee.
In reviewing the applications the reciprocal resource sharing benefits to be derived by the Consortium's current members, as well as by the applicant, will be taken into account.
Section 2 Fees
The Board shall consist of ten (10) directors.
The Board shall include the Chief Librarian, University of Toronto (or designate) and two (2) elected library directors from Consortium member institutions. The term of office for elected representatives shall be three (3) years.
Six (6) additional directors, two (2) of whom shall be appointed in each year, shall each serve a three year term and shall be selected by the Board from the broader health care community. This group should include representatives from the following:
Upon completion of his or her term of office, an elected director shall be ineligible for re-election to the Board for one (1) year. Upon completion of his or her term of office, with the unanimous consent of the Board, an appointed director shall be eligible to serve one additional term, after which he or she shall be ineligible for reappointment to the Board for a period of two (2) years.
The Consortium Executive Director is an ex officio member of the Board without vote but may be excluded from attending part of any meeting at the discretion of the Chair. The Executive Director of the Consortium is the de facto Secretary to the Board.
Two (2) directors will be appointed by the Board annually. In addition, directors will be elected from Consortium member institutions as required.
The Board shall guide the operation of the Consortium and serve as a liaison with the health sciences community which the Consortium supports. It shall actively promote the vision of the Consortium and shall provide strategic leadership by establishing overall directions and policies by:
The Chair shall:
The Secretary shall:
The Treasurer shall:
No director or officer of the Consortium is liable to the Consortium for damages caused to it by any other director or officer or other person acting on behalf of the Consortium.
Every director, officer or other person who has undertaken a liability on behalf of the Consortium and his or her heirs, executors, administrators, estate and effects may, with the consent of the Consortium given at a meeting of members, be indemnified out of the funds of the Consortium against:
a) all costs and expenses which that director, officer or other person incurs in proceedings that are brought against him or her resulting from something done by him or her in the execution of his or her duties of office; and
b) all other costs and expenses which he or she incurs in relation to the affairs of the Consortium except such costs and expenses as are occasioned by his or her own willful neglect or default.
The Consortium may purchase and maintain insurance for the benefit of any director, officer or other person acting on behalf of the Consortium against any liability incurred in that person's capacity as a director, officer or other person acting on behalf of the Consortium, except where the liability relates to that person's failure to act honestly and in good faith with a view to the best interests of the Consortium.
Where a director has in any way, directly or indirectly, an interest in a proposed or existing contract or transaction with the Consortium, the director shall declare his or her interest at a meeting of the Board before the Board considers the matter, and the director shall withdraw from that part of the meeting during which the matter is considered and shall refrain from voting or influencing or attempting to influence in any way the voting on the matter. Where the interest of a director has not been declared by reason of his or her absence from the meeting, the director shall declare his or her interest at the next Board meeting which he or she attends.
The remuneration of any officer or employee of the Consortium shall be approved by the Board and the fact that an officer or employee is also a director of the Consortium does not disqualify that officer or employee from receiving remuneration in that capacity. Directors shall serve without remuneration and shall not receive any profit from their position as such. Directors may be reimbursed for reasonable expenses incurred by them in the performance of their duties. Nothing in the by-laws precludes a director from serving the Consortium as an officer or in another capacity and receiving compensation for such service.
The office of a director shall be vacated if at any meeting of members, a resolution is passed by two-thirds (2/3) of the members present that the director be removed from office, provided that notice specifying the intention to pass such resolution has been given to the members and to the director in question.
The office of a director shall also be vacated on the death of the director.
A director may resign by delivering a written resignation to the Secretary of the Board, however, this resignation is effective only upon acceptance by the Board. A retiring (or resigning) director shall remain in office until dissolution or adjournment of the meeting at which the director's retirement (or resignation) is accepted and the director's successor is appointed.
The Board will meet at regular intervals at least twice per year. Additional meetings may be called at the discretion of the Chair.
Notice of each meeting of the Board shall be in writing and sent to each director either by email or by post. If notice is given by post, it shall be sent at least ten (10) days prior to the meeting and if given by email, it shall be sent at least forty-eight (48) hours prior to the meeting. No error or omission in giving notice of a meeting of the Board may invalidate resolutions passed or proceedings taken at it. Any director may at any time waive notice of any such meeting and may ratify, approve and confirm any and all resolutions passed or proceedings taken at the meeting.
Fifty per cent (50%) of the directors present in person, including two (2) of the three (3) officers of the Board, shall constitute a quorum at any meeting of the Board.
Each director has one (1) vote on all questions at meetings of the Board. No director may vote by proxy. Questions arising at a meeting of the Board shall be decided by a majority of votes cast by directors present at the meeting, unless otherwise required by the by-laws. Notwithstanding any provision in the by-laws, the Chair of the Board does not have a vote, except in the case of an equality of votes at any meeting of the Board, where he or she has a casting vote.
The Management Committee shall consist of the Director of Science Information Services (or designate) and four (4) elected library director representatives from the Consortium membership who manage their respective libraries.
No member institution may have more than one representative serve on Management Committee simultaneously. Of the four (4) elected library representatives, at least one (1) shall be from a fully affiliated teaching institution and one (1) from either a community affiliated teaching institution or a non-affiliated institution. The four (4) elected representatives, two (2) of whom will be elected in alternate years, shall serve terms of office not exceeding two (2) years and, following completion of a term, shall be ineligible for re-election for one (1) year. The Consortium Executive Director will sit on the Management Committee in an ex officio capacity without vote but may be excluded from attending part of any meeting at the discretion of the Chair.
The Management Committee shall be elected before the annual general meeting from a slate of candidates nominated by the Nominating Committee.
The Management Committee, accountable to and under the direction of the Board, shall act as a steering committee for the general operations of the Consortium. It shall:
The Chair shall:
The Secretary shall:
The Management Committee will meet monthly. Additional meetings may be called at the discretion of the Chair.
Notice of each meeting of the Management Committee shall be in writing and sent to each member thereof either by email or by post. If notice is given by post, it shall be sent at least ten (10) days prior to the meeting and if given by email it shall be sent at least forty-eight (48) hours prior to the meetings. No error or omission in giving notice of a meeting of the Management Committee may invalidate resolutions passed or proceedings taken at it. Any member of the Management Committee may at any time waive notice of any such meeting and may ratify, approve and confirm any and all resolutions passed or proceedings taken at the meeting.
Fifty per cent (50%) of the membership of the Management Committee present in person shall constitute a quorum at any meeting of the Management Committee.
Each member of the Management Committee has one (1) vote on all questions at meetings of the Management Committee. No member of the Management Committee may vote by proxy. Questions arising at a meeting of the Management Committee shall be decided by a majority of votes cast by members thereof present at the meeting, unless otherwise required by the by-laws. Notwithstanding any provision in the by-laws, the Chair of the Management Committee does not have a vote, except in the case of an equality of votes at any meeting of the Management Committee, where he or she has a casting vote.
Unless otherwise provided in this by-law or agreed to in advance in writing by the Board, member institutions will designate the person managing the library as their representative to the Consortium. Representatives and alternates when appointed must have voting authority on behalf of their institution.
The University of Toronto is represented by the Director of the Gerstein Science Information Centre (or designate).
Member representatives shall be responsible for attending all general meetings of the Consortium on behalf of their institution. They shall:
The annual general meeting of the Consortium shall be held within the City of Toronto in the fall of each year at a place, date and time determined by the Board at least one (1) month prior to the meeting date. The Chair of the Board shall preside over the meeting.
Additional general meetings may be held at the discretion of the Board or the Management Committee and shall be held at the petition of two-thirds (2/3) of the Consortium's membership.
The Consortium Executive Director shall notify in writing all members of the Consortium, the Management Committee and the Board about all meetings at least ten (10) business days prior to the date of the meeting. Notice of any meeting where special business will be transacted shall contain sufficient information to permit the member to form a reasoned judgement on the decision to be taken.
Twenty five per cent (25%) of the membership present in person shall constitute a quorum at any general meeting of members.
Each member institution has one (1) vote on all questions at general meetings of members. Member institutions vote by way of their member representative. Questions arising at a general meeting of members shall be decided by a majority of votes of the members present at the meeting, unless otherwise required by the by-laws. Notwithstanding any provision in the by-laws, the Chair of the Board, who shall preside over the meeting, does not have a vote, except in the case of an equality of votes at any general meeting of members, where he or she has a casting vote.
The business transacted at the annual general meeting shall include:
The rules of order embodied in Bourinot's Rules of Order (latest edition) shall be used in the conduct of all meetings to the extent permitted by the by-laws of the Consortium. Failure to adhere to the rules of order shall not necessarily invalidate the proceedings at any meetings.
For the purpose of giving notice to a member, director or officer the address of service is that person's last address recorded in the books of the Consortium.
Contracts, documents or any instruments in writing requiring the signature of the Consortium, shall be signed by two (2) of its legal signing officers and all contracts, documents and instruments in writing so signed shall be binding upon the Consortium without any further authorization or formality.
The legal signing officers for the Consortium shall be the Chair and the Treasurer of the Board and the Consortium Executive Director.
The Board shall have power from time to time by resolution to appoint an officer or officers of the Board on behalf of the Consortium to sign specific contracts, documents and instruments in writing. The Consortium Executive Director shall have sole legal signing authority on maintenance contracts for equipment service, office supplies, and the like, up to an amount determined annually by the Board.
The Fiscal Year of the Consortium shall end on April 30.
The Consortium Executive Director shall ensure that all necessary books and records of the Consortium, required by the by-laws or any applicable statute or law, are regularly and properly kept at the head office.
Without limitation, these books and records shall include proper books of account and accounting records, the minutes of all meetings of members, of the Board, of the Management Committee and of any committees of the Board or of the Management committee, copies of the by-laws and any other constitutional documents of the Consortium.
The Board may by resolution appoint a banker for the Consortium and open such accounts and authorize such signatories therefor as the Board considers advisable. The Consortium may be authorized by by-law to borrow money on the credit of the Consortium.
The by-laws of the Consortium may be repealed or amended by resolution of the Board if confirmed by the members at a meeting duly called to consider the repeal or amendment. Any by-laws passed at any time during the Consortium's existence, may, in lieu of confirmation at a meeting, be confirmed in writing by all the members entitled to vote at such meeting.
Notice of proposed amendments recommended by the Board (or petitioned by a minimum of ten per cent (10%) of the members of the Consortium at least six (6) weeks before the start of the annual general meeting) shall be sent to each member institution at least one (1) month before the date of the meeting. The notice shall indicate the date, time and place of the meeting where the proposed amendments will be discussed and voted upon.
The affirmative vote of two-thirds (2/3) of those voting, including those voting by proxy, shall be required to approve any amendment of the by-laws. Voting may occur in person, via teleconference, or electronically. Electronic votes must be sent from the institutional account of the library’s member representative or proxy.
The Board may by resolution prescribe rules and regulations consistent with the by-laws relating to the management of the Consortium, provided that these rules and regulations have effect only until confirmed by the members at the next meeting of members and, if not so confirmed, these rules and regulations shall from that time cease to be effective.
The Consortium may be dissolved upon the recommendation of the Board by the affirmative vote of at least two-thirds (2/3) of members present in person at a meeting duly called and held for that purpose. On such a vote there shall be no voting by proxy. The Consortium's special project fund will be used to pay any and all expenses related to dissolution, including but not limited to legal fees and staff salaries and benefits. Any remaining money and/or physical assets will be divided among the member libraries utilizing the previous year's formula for assessing membership fees.
This is to certify that the above copy of the by-laws of the Consortium is a true copy of the by-laws:
April 24, 1991; and
January 31, 1999; and
November 27, 1991; and
17 February, 2003; and
h. as amended by the Board and members by duly held votes through 21 April 2011.
i. as amended by the Board and members by duly held votes through 11 November 2011.
j. as amended by the Board and members by duly held votes through 28 March 2012.
Chair of the Board
Secretary of the Board
Date:28 March 2012