Bylaws

Article I GENERAL

The Bylaws were adopted by the board of Directors at the Regular Board Meeting of Overseas Chinese Healthcare Innovator Society held on July 2, 2016.

Section 1 Creation of Corporation

Overseas Chinese Healthcare Innovator Society (hereinafter called “OCHIS”) was cofounded by the Founding Members on May, 2015. OCHIS was then incorporated as a Federal “Not-for-profit” corporation under Part II of the Canada Business Corporations Act in June 1, 2016.

As an initiator, Li Zhang built the Founding Team, which is composed of six Founding Members in total. The other five Founding Members are Zhongxu An, Ying Gao, Wenchuan Wu, Yibin Xie and Li Zhao.

Section 2 Purposes

The purposes of OCHIS shall be:

  1. To explore means of connecting scientific and technological resources in healthcare between overseas countries and China.
  2. To provide means of promoting international collaborations on healthcare innovation between overseas countries and China.
  3. To serve young overseas Chinese healthcare professionals to build and develop healthcare careers.

Section 3 Corporate Seal

The corporate seal of OCHIS shall be in the form of a circle and shall have inscribed thereon: OVERSEAS CHINESE HEALTHCARE INNOVATOR SOCIETY, 2015, OFFICIAL SEAL

Section 4 Principal Office; Scope and Restrictions of Activities

The principal office of OCHIS shall be located in Toronto, Ontario, Canada. The activities of OCHIS may be conducted there or elsewhere. Restrictions on activities of OCHIS can be added by the board of Directors from time to time, as may be proper to carry out the purposes of OCHIS.

Section 5 Definition of Terms

In these bylaws and all other bylaws of OCHIS, unless the context otherwise requires:

  • "Bylaws" means these bylaws and any other bylaws of OCHIS as amended and which are, from time to time, in force and effect;

  • “Articles” means the original or restated articles of incorporation or articles of amendment, amalgamation, continuance, reorganization, arrangement or revival of OCHIS;

  • "Board" means the board of Directors of OCHIS;

  • "Director" means a member of the Board;

  • “Executive Member” means a member of the Executive Management Team;

  • “Fiscal Year” shall be from July 1 of each year to June 30 of the following year;

  • “Ordinary Resolution” means a resolution passed by a majority of not less than 50% of the votes cast on that resolution;

  • “Special Resolution” means a resolution passed by a majority of not less than two-thirds of the votes cast on that resolution;

  • “Ordinary Probationary Period” means a period of 3 months, during which OCHIS carefully considers whether candidate members are able to meet the standards and expectations of the office and vice versa;

  • “Special Probationary Period” means a period of 6 months, during which OCHIS carefully considers whether candidate members are able to meet the standards and expectations of the office and vice versa;

  • “Quorum” means the minimum number of members needed at a meeting to conduct business.

Article II BOARD OF DIRECTORS

Section 1 Function and Composition

The board of Directors (hereinafter called “Board”) shall be the governing body of OCHIS and shall, during intervals between meetings of the members, be responsible for the general policies and programs of OCHIS.

The Board shall be responsible for amending Bylaws, appointing Officers, strategic planning, fundraising and governing corporation operations.

The Board shall be responsible for the control of all funds administered by OCHIS and may authorize the payment of compensation to the Officers and staff of OCHIS for their services as may from time to time be appropriate. In addition, the Board may authorize reimbursement of the Directors and Officers for traveling and other incidental expenses incurred in carrying on the work of OCHIS.

The Board shall consist of the Chair and other Directors; the minimum and maximum numbers of Directors are specified in the Articles.

Section 2 Duty of Directors

Directors shall attend all Regular Board Meetings and shall participate in each election of Officers. Directors shall attend a majority of not less than 80% of special meetings of Directors. Directors shall respond to the notice of any meeting of the Board not later than three days prior to the meeting date. Directors shall be actively involved in corporation public relations, strategic planning, fundraising, program planning and documentation work to be incurred by the abovementioned activities.

For any meeting of the Board, the Directors in the absence shall transmit their comments and votes to the Secretary in writing not later than one day prior to the meeting date.

Section 3 Term and Election

The terms of Directors shall be two years. No Directors of the Board shall serve more than four years of continuous services.

A candidate member of the Board shall meet the following requirements:

  • Shall hold a master degree with at least three years of healthcare-related work experience or hold a doctoral degree with at least one year of healthcare-related work experience;
  • Shall be recommended by a Director;
  • Shall be interviewed and assessed by the Chair and a Director other than the referee;
  • Shall obtain the nomination from the Chair after the interview.

A candidate member shall be elected to serve in the Board for a Special Probationary Period by an Ordinary Resolution at a Regular Board Meeting.

At each Regular Board Meeting, candidate members whose probationary periods have already expired shall be evaluated and elected to serve as Directors by a Special Resolution.

Each year, the Directors, whose terms expire in that year shall be evaluated and elected to resume office by a Special Resolution at a Regular Board Meeting, provided that they will not achieve four years of continuous services in that year.

Section 4 Regular Board Meetings

The Board shall meet online once every two months with the time, participation instructions and the meeting agenda in an electronic notice emailed to all Directors at least seven days prior to the date of each meeting. Co-presidents and the Secretary shall attend all Regular Board Meetings. The Secretary shall be responsible for the minutes and video records.

Section 5 Special Meetings

The Board shall hold such special meetings as the Chair, each Co-president, or two Directors by the request emailed to the Chair, may call, for such purposes as are designated by the person or persons calling the meeting. The Secretary shall email to all Directors an electronic notice of the time, participation instructions and purposes of each special meeting. At any special meeting, the Board may take any action permitted to be taken at Regular Board Meetings, whether or not within the purposes stated in the notice.

Section 6 Quorum

Eighty percent of Directors shall constitute a quorum for any business session of a meeting of the Board.

Section 7 Action Outside of a Meeting

The Board may conduct any of its affairs by electronic vote of the Directors, provided that all Directors give electronically signed consent to action without a meeting and that any question so decided shall have been transmitted in an electronic document prior to the vote to every Director in the same wording. All Directors shall be apprised of the vote before the result of the vote on questions so determined is recorded by the Secretary.

Section 8 Removal of Directors

The office of Directors shall be suspended when any of the following actions takes place:

  • A Director does not respond to the notice of meetings of the Board in time, in accordance with Article II, Section 2 of these Bylaws, more than twice within half a year.
  • A Director is absent from more than 80% of meetings of the Board within a year.

Removal of a Director after the office is being suspended shall be determined by a Special Resolution at a Regular Board Meeting. No Director removed from office shall be eligible to serve as a Director of the Board at any time subsequent to removal.

Article III OFFICERS

Section 1 General

The Officers of OCHIS shall be a Chair, two Co-presidents, a Secretary, a Treasurer and an Information Officer.

Section 3 Term of Office

The term of office of the Chair shall be limited to two consecutive two-year terms. The term of office of Co-presidents shall be limited to two consecutive one-year terms. The term of the Secretary, the Treasurer and the Information Officer shall be limited to two consecutive one-year terms.

Section 4 Description and Duty of Officers

Section 4.1 Chair

The Chair shall be a Director; shall be nominated as Chair of the Board; shall preside at meetings of the Board and shall designate the chair in any absence; shall work actively with Co-presidents in representing OCHIS to the public.

The Chair shall be responsible for recruiting new Directors and working actively with their referees for conducting new Director orientation; shall host Regular Board Meetings and Annual Meetings; shall host elections of Directors and Officers.

Section 4.2 Co-presidents

Co-presidents shall lead the Executive Management Team to implement the strategic plans; shall direct the business of OCHIS subject to the policies, resolutions, and decisions of the Board; shall have general supervision of the affairs of OCHIS subject to the authority of the Board.

Co-presidents shall work actively with the Chair preparing for agendas of Regular Board Meetings; shall present a report of the activities of OCHIS to the Board at each Regular Board Meeting; shall host regular meetings of the Executive Management Team; shall be responsible for recruiting new Executive Members and conducting new Executive Member orientation; shall be responsible for managing and operating WeChat platforms; shall be responsible for content operations of the website; shall communicate with the Information Officer at least once every other week by emails, calls or online meetings.

Co-presidents shall be responsible for Annual Reports, as specified in Article VIII, Section 1 of these Bylaws.

Section 4.3 Secretary

The Secretary shall be responsible for the conduct of all election affairs; shall ensure adequate records on office dues of Directors and Officers. The Secretary shall schedule and attend meetings of the Board and meetings of Class A membership, shall ensure that proper notice is given of these meetings, and, after approval by the Board, shall ensure that the minutes of these meetings are electronically filed. Before each election, the Secretary shall confirm with each candidate who proposes for election.

The Secretary shall also ensure that the Corporation Seal and signatures of Directors are affixed to all official documents as authorized by the Board.

Section 4.4 Treasurer

The Treasurer shall be responsible for overseeing procedures to ensure that full and accurate accounting is kept electronically for all receipts and disbursements of OCHIS; shall be responsible, in consultation with the Chair and Co-presidents, for the deposit in such institutions as may be approved by the Board of all monies, securities, and other valuable effects that are under the administration or control of OCHIS.

The Treasurer shall also be responsible for paying monthly bills for OCHIS; shall be responsible for the proper record of disbursement of the funds of OCHIS as may be ordered by the Board or Co-presidents; and render to the Board, whenever it may be required, an account of all transactions undertaken.

The Treasurer shall be responsible for Financial Reports, as specified in Article VIII, Section 2 of these Bylaws.

Section 4.5 Information Officer

The Information Officer shall be responsible for technically managing the domain, server and the website of OCHIS; shall work actively with Co-presidents on website management and operation.

The Information Officer shall assist Co-presidents to operate website development projects including project setup and volunteer recruitment.

Section 5 Election

The Chair shall be elected every other year by a Special Resolution at a Regular Board Meeting; and the election shall be scheduled for not later than the Annual Meeting in that year. The immediate past Chair shall be a Director for a full term following the conclusion of his/her term of office, provided that he/she will not achieve four years of continuous services in that year. Candidate Chair shall meet the following requirements:

  • Shall have served as a Director for not less than one year;
  • Shall have served as a Co-president for not less than one year.

Co-presidents shall be elected every year by a Special Resolution at the Annual Meeting. Candidate Co-presidents shall meet the following requirements:

  • Shall have served in the Executive Management Team for not less than one year;
  • Shall have recommendations from two Directors.

The Secretary, the Treasurer and the Information Officer shall be nominated by the Board and elected every year by an Ordinary Resolution at the Annual Meeting.

Section 6 Vacancies

Any vacancy on an Officer position, which occurs prior to the normal expiration of term, may be filled until the normal expiration of that term by more than 50% of the votes of the remaining Class A members of OCHIS. The term of the individual elected to fill the vacancy of an Officer will begin immediately upon election. In case of a vacancy that occurs in any of the Officer positions prior to normal expiration of term, a special election for that position for the unexpired term may be held at such time as determined by the Board and in accordance with the procedures as provided in Article III, Section 5 of these Bylaws.

Section 7 Removal of Officers

The Board may recommend to all Class A members that any Officer of OCHIS be removed from office if the Board has determined that such removal is in the best interests of OCHIS. Any such recommendation shall require a Special Resolution at a meeting of the Board. The notice of such meeting sent to all Directors shall state that the purpose of the meeting, or one of the purposes of the meeting, is to consider a recommendation relating to the removal of an Officer, and the notice shall also identify the Officer to whom the recommendation relates.

If such a recommendation is approved, the Board shall promptly submit its recommendation to all Class A members of OCHIS for their vote, together with a statement of the reasons why the Board believes the removal of the Officer would be in the best interests of OCHIS. The Officer who is the subject of the recommendation may concurrently or subsequently submit a statement, which the Board also shall submit promptly to all Class A members. Upon approval of the Board's recommendation by a Special Resolution at a special meeting of Class A members, the Officer

shall be removed from office, effective as of the date of the meeting. Any such vacancy shall be filled in accordance with Article III, Section 6 of these Bylaws.

No Officer removed from office shall be eligible to serve as an Officer of OCHIS at any time subsequent to removal.

Article IV EXECUTIVE MANAGEMENT TEAM

Section 1 Function

The Executive Management Team shall be responsible for daily operations, and implementation and execution of the corporation’s strategic plans; shall perform activities, as may be proper to carry out the purposes of OCHIS; shall be responsible for managing and operating the media platforms of OCHIS.

The Executive Management Team shall be divided into two divisions: Healthcare Engineering and Life Science. General policies for managing both divisions shall be the same. The two divisions may operate programs and perform activities independently.

Section 2 Composition

Persons who serve in the Executive Management Team shall be nominated as Executive Members.

The Executive Management Team shall consist of a Co-president for the Division of Healthcare Engineering, a Co-president for the Division of Life Science, and other Executive Members. Co- presidents shall serve as Joint Heads of the Executive Management Team.

Co-presidents may appoint Executive Members as Managers of the Executive Management Team, as may from time to time be appropriate for managing programs or projects.

Section 2.1 Executive Member

Executive Members shall work actively with Co-presidents to ensure the roles and functionalities of the Executive Management Team, as specified in Article IV Section 1 of these Bylaws.

A full-term of Executive Members shall be one year. At each Annual Meeting, any incumbent Class A member of OCHIS can apply to serve for the Executive Management Team in the subsequent year and shall be elected by an Ordinary Resolution. There is no limitation on the term of continuous services from an Executive Member.

During intervals of Annual Meetings, a person outside of OCHIS may be recruited to serve in the Executive Management team as a Candidate Executive Member for an Ordinary Probationary Period, provided that the candidate meets the following requirements:

  • Shall have healthcare-related profession;
  • Shall be recommended by an Executive Member;
  • Shall be interviewed by a Co-president and additional Executive Member, other than the referee, of the proper group;
  • Shall be based in North America or Europe.

After completion of the probationary period, a candidate member shall be elected for an Executive Member by a majority of not less than two-thirds of the votes of Executive Members of the division, in which the candidate member actively works, at a regular meeting of the Executive Management Team.

Section 2.2 Managers

Managers shall be Executive Members. If appointed, Managers shall have such powers, duties and terms as Co-presidents may specify.

Section 3 Regular Meetings

The Executive Management Team shall meet once every month with details as two Co-presidents may specify. The minutes shall be electronically filed.

Eighty percent of Executive Members shall constitute a quorum for any business session of a regular meeting of the Executive Management Team.

Section 4 Operations Meetings

The Divisions of Healthcare Engineering and Life Science may hold Operations Meetings independently, as two Co-presidents may specify.

Article V MEMBERSHIPS

Section 1 Membership Conditions

To fulfill its purposes, OCHIS is a unique corporation whose membership shall only be available to individuals from healthcare-related professions.

Subject to the Articles, there shall be two classes of members in OCHIS, namely, Class A members and Class B members.

Section 1.1 Class A Members

Class A voting membership shall only be available to Directors, Officers and Executive Members. Class A voting membership for these members begin immediately upon election. Each Class A voting member, subject to specific office, is entitled to receive notice of, attend and vote at the meetings as described in the specific section of these Bylaws and each such Class A voting member shall be entitled to one vote at such meetings. In any event of equal votes on any resolution, the Chair holds additional vote on such a resolution.

A certificate shall be issued to a Class A voting member for completion of a one-year term of office; the contents for a certificate shall be in correspondence with the specific office it relates to.

Section 1.2 Class B Members

Class B non-voting membership shall be available to members being enrolled in programs of OCHIS. Subject to the Articles, a Class B non-voting member shall not be entitled to receive notice of, attend or vote at meetings of the members.

The affairs of Class B non-voting membership, including benefits, membership fee and terms, may be specified by OCHIS from time to time subject to programs.

Section 2 Meetings of Membership

OCHIS shall hold the Annual Meeting of Class A voting membership each year. At the Annual Meeting, the following elections listed in order shall be performed:

  1. Election for Co-presidents;
  2. Election for Executive Members;
  3. Election for Officers, other than the Chair.

OCHIS may hold special meetings of Class A voting membership, as may be necessary for decision-making.

Seventy percent of Class A voting members shall constitute a quorum for any business session of a meeting of Class A voting members.

Article VI ADVISORY COMMITTEES

OCHIS may build advisory committees diverse in specific healthcare fields to facilitate fulfilment of its purposes.

Article VII VOLUNTEERS

The Executive Management Team may recruit Volunteers, with the duties and benefits as the Board may specify from time to time subject to specific projects.

Article VIII REPORTS

Section 1 Annual Report

Co-presidents shall provide, at the Annual Meeting of Class A voting membership, an Annual Report containing a record of the principal activities of OCHIS during the preceding fiscal year.

Section 2 Financial Report

Not later than the Annual Meeting of Class A voting membership, the Treasurer shall prepare and submit to the Board a Financial Report of the financial affairs of OCHIS for the preceding fiscal year including a summary of receipts and disbursements.

Article IX AMENDMENTS

Amendments to these Bylaws may be made only by the Board at a Regular Board Meeting and shall be approved by a Special Resolution. Before any amendment may be placed for a vote, the amendment shall first be proposed by a Director in an electronic document and notice of the proposed amendment shall be sent to all Directors not less than three days prior to the meeting at which the amendment is to be presented for action.