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Act of Incorporation
The CMPA was incorporated by a special Act of Parliament. The Act of Incorporation for The Canadian Medical Protective Association was passed by the House of Commons on February 27, 1913, and assented to on May 16, 1913.
The Canadian Medical Protective Association
Founded at the Thirty-Fourth Annual Meeting of the Canadian Medical Association held at
Winnipeg August 28th, 29th and 30th, 1901
Effective October 31, 1995
Dow's Lake Court, 875 Carling Avenue
Mailing address:
P.O. Box 8225, Stn T, Ottawa, Ontario, Canada K1G 3H7
An Act to Incorporate
The Canadian Medical Protective Association
3-4 George V.
Chap. 91
As passed by the House of Commons, 27th February, 1913, and assented to May 16th, 1913
| Preamble |
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WHEREAS a petition has been presented praying that it be enacted
as hereinafter set forth, and it is expedient to grant the prayer
of the said petitition: Therefore His Majesty by and with the advice
and consent of the Senate and House of Commons of Canada, enacts
as follows:
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Incorporation
Corporate Name
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1. |
Robert Wynyard Powell, of the City of Ottawa, in the Province of
Ontario, J. Oliver Camirand, of the City of Sherbrooke, in the Province
of Quebec, J. Fenton Argue, and John Dickson Courtenay, of the said
City of Ottawa, Thomas G. Roddick, and E. Persillier Lachapelle,
of the City of Montreal, in the Province of Quebec, Alexander Primrose
and Edmund E. King, of the City of Toronto, in the Province of Ontario,
all physicians, and all other members of the present unincorporated
society known as "The Canadian Medical Protective Association",
together with such other persons as may become members of the Association
hereby incorporated are hereby incorporated under the name "The
Canadian Medical Protective Association", hereinafter called "the
Association".
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Officers
and
Committee |
2. |
The present officers and executive committee and the provincial
executives of the said unincorporated society shall continue to
be the officers, executive committee and provincial executives respectively
of the Association with all the powers by the said existing constitution,
by-laws and rules of the said unincorporated society, until replaced
by others in accordance with the constitution, by-laws and regulations
of the Association.
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Head Office
Proviso to change of head office
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3. |
The head office of the Association shall be at the City of Ottawa,
in the Province of Ontario but the Association may by by-law change
the head office to any other place in Canada: Provided that no such
by-law shall be valid or acted upon unless it is approved by the
vote of at least two-thirds of such of the members as are present
in person at the annual general meeting of the members of the Association,
or at a special general meeting duly called for considering such
by-laws, nor until a copy of such by-law certified under the seal
of the Association has been deposited in the Department of the Secretary
of State of Canada and published in the Canada Gazette.
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| Objects |
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The objects of
the Association shall be —
| (a) |
to support, maintain and protect the honour, character
and interest of
its members; |
| (b) |
to encourage honourable practice of the medical
profession; |
| (c) |
to give advice and assistance to and defend and
assist in the defence of members of the Association in cases
where proceedings of any kind are unjustly brought or threatened
against them; |
| (d) |
to promote and support all measures likely to improve the
practice of
medicine.
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Powers
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5. |
The
Association may for the purposes of carrying out the objects defined
in Section 4:
| (a) |
acquire by purchase, lease, gift, legacy or otherwise
and own and hold any real or personal estate and property, rights
or privileges, and sell, manage, develop, lease, mortgage, dispose
of or otherwise deal therewith in such manner as may be determined;
provided that the annual value of the real estate held by the
Association shall not exceed the sum of twenty-five thousand
dollars; |
| (b) |
make, accept, draw, endorse, and execute bills
of exchange,
promissory notes, and other negotiable instruments; |
| (c) |
invest the surplus funds of the Association in
such manner and upon
such securities as may be determined; |
| (d) |
borrow money as and when required for the purposes
of the
Association; |
| (e) |
do such other lawful acts and things as are incidental or
conducive to the attainment of the objects of the Association.
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| Real
Estate |
Promissory
Limitation |
| Notes,
etc |
Investment
of
funds |
| Borrowing
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| Generally |
| By-Laws |
6. |
The Association in general meeting may pass rules and by-laws not
contrary to law or the provisions of this Act.
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| When
in Force |
7. |
The by-laws of the Association shall not come into force until
they have been deposited in the Department of the Secretary of State,
been published in the Canada Gazette and received the sanction of
the Governor in Council and until one month has elapsed after such
publication.
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Existing
Charters not
Affected |
8. |
Nothing in this Act shall be deemed to encroach upon the rights
and privileges conferred upon any association of physicians having
a charter from the
legislature of any province of Canada.
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By-law
NO. 39
A by-law to regulate generally the affairs of
THE CANADIAN MEDICAL PROTECTIVE ASSOCIATION
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August 2004
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Contents
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Article one
Interpretation
| 1.01 |
In this by-law and all other by-laws and in all resolutions of
the Association, unless the context otherwise requires, the following
terms have the meanings specified:
| 1.01.01 |
"Association" means The Canadian Medical Protective Association
incorporated by the Special Act;
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| 1.01.02 |
"Council" means The Council of the Association continued
by Article Four and "Councillor" means a member thereof as
provided in Article Four;
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| 1.01.03 |
"Executive Committee" means the Committee of Council constituted
in accordance with Section 4.17;
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| 1.01.04 |
"Meeting of Members" means an Annual or Special meeting of
the Members or both;
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| 1.01.05 |
"Member" means a member of the Association in good standing
pursuant to Article Two;
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| 1.01.06 |
"Special Act" means An Act to Incorporate The Canadian Medical
Protective Association, Statutes of Canada, 3-4 Geo V, Chapter
91.
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| 1.02 |
The insertion of headings in
this by-law is for convenience only and shall not affect the constructions
or interpretation thereof. |
Article two
Members
| 2.01 |
Continuance of Membership.
Every person who is a Member of the Association at the coming into
force of this by-law shall continue to be a Member of the Association
subject to the provisions of this by-law.
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| 2.02 |
Eligibility for Membership.
Any member of the medical profession duly licensed in any province or
territory of Canada shall be eligible to apply for membership in the Association.
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| 2.03 |
Election of Membership.
| 2.03.01 |
Each applicant for membership shall make to the Executive-Director
an application in such manner, to such effect and with such additional
material as the Council may direct (hereafter in this Section 2.03
called an "Acceptable Application"). Upon receipt of an Acceptable
Application in the office of the Association, the applicant may
be elected to membership by the Case Review Committee or by the
Executive Committee acting for the Council. The Case Review Committee
and the Executive Committee may refer any application to the Council
for consideration at its next meeting. The Council may in its absolute
discretion either accept any application or refuse any application
without cause assigned.
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| 2.03.02 |
Election to membership shall take effect from and including the
date of the receipt of an Acceptable Application in the office of
the Association. Upon request of the applicant, the Council may,
by resolution, elect an applicant to membership with effect prior
to the date of receipt of an Acceptable Application, such earlier
date being that fixed by the Council in its resolution. The effect
of the election of a Member with effect prior to the date of receipt
of an Acceptable Application is that the applicant shall be deemed
to have been a Member for the purposes of Article Six (Association
Assistance) from and including the date stated in the Council’s
resolution concerning such application but for all other purposes
only from and including the date of receipt of an Acceptable Application.
Applications for membership with effect prior to the date of receipt
of an Acceptable Application may be received and considered only
at such times as may be determined by the Council.
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| 2.03.03 |
Each applicant for membership shall on making
an application pay the appropriate fee for the current year. When
an applicant requests election to membership with effect prior to
receipt of an Acceptable Application, as a condition of being so elected,
the applicant shall also pay such additional amount as may be determined
pursuant to resolution of the Council from time to time. |
| 2.03.04 |
Continuous Membership.
Upon election, a member shall retain membership in the Association
until such membership is voided pursuant to Section 2.04, the membership
is terminated pursuant to Section 2.08, or the member is expelled
pursuant to Section 2.09.
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| 2.04 |
Voiding of Membership.
| 2.04.01 |
If any response
made by an applicant in an application for membership is deemed material
by the Council and is subsequently determined in the opinion of the
Council not to be, in substance or in fact, accurate or fully responsive
to the requirements of the application form prescribed by the Council,
then the Council may declare that applicant’s membership to be void
ab initio and of no effect. The Association shall be entitled
to retain for its own use any money received from any such applicant. |
| 2.04.02 |
If any membership
information provided by a member is deemed material by the Council
and is subsequently determined in the opinion of the Council not to
be, or no longer be, in substance or in fact, accurate or fully responsive
to the requirements of the Association, then the Council may declare
that member’s membership in the Association to be void. |
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| 2.05 |
Membership Fees. Each Member
shall pay to the Association annually or otherwise in advance (as
determined by the Council) such membership fee as the Council may
from time to time determine provided that:
| 2.05.01 |
the Council may determine different rates of membership fees
for such classes of Members as it may prescribe and define;
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| 2.05.02 |
in the case of such class or classes of Members as the Council
may prescribe and define, the date or dates on which any annual
membership fee shall be payable shall be such as the Council
may determine;
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| 2.05.03 |
any person seeking to be elected to membership for a period
of less than twelve (12) months in one calendar year may be
required by Council to pay only a proportionate part (but
never less than one-sixth (1/6)) of the annual fee in effect
at the commencement of such period for Members of the class
of Members to which such Member belongs;
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| 2.05.04 |
upon the completion of a total of thirty-five (35) years
of active paid membership in the Association prior to January
1, 2000, a Member shall be entitled to continuing membership
in the Association without payment of further fees under this
Section 2.05.
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| 2.06 |
Special Levies. Each Member
shall be deemed by election to membership to have guaranteed that
if called upon the Member will pay a further amount per annum not
exceeding the annual fee for the time being payable by the Member,
but such call will be made only in the event of a financial emergency
arising, the existence of such an emergency to be determined by
the Council in consultation with the Association’s auditors.
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| 2.07 |
Continued Liability of
Members.
Notwithstanding the termination of membership or expulsion from
membership, any person who shall by any means cease to be a Member
shall nonetheless remain liable for, and shall pay to the Association,
all monies which shall, at the time of ceasing to be a Member, be
due to the Association.
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| 2.08 |
Termination of Membership.
The membership of any Member of the Association shall ipso facto
terminate without notice to the Member by the Association on the
happening of any of the following events:
| 2.08.01 |
upon the death of the Member;
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| 2.08.02 |
upon the receipt of a written resignation by the Member;
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| 2.08.03 |
upon the default of the Member in any payment due to the
Association for more than one (1) calendar month (or such
longer period as the Council may determine) after such payment
shall have become due;
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| 2.08.04 |
upon the Member no longer being duly licensed to practise,
other than by reason of suspension only, in at least one (1)
province or territory of Canada.
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| 2.09 |
Expulsion
from Membership.
The Council shall have the power to expel from membership in the Association
any Member whose conduct or membership shall be held by the Council
to be detrimental to the Association or to the medical profession.
Such Member shall be expelled only after due inquiry by the Council
and provided that before exercising that power the Member shall have
been given at least sixty (60) days’ notice of the meeting at which
a resolution expelling the Member will be considered, at which meeting
the Member shall be entitled with or without counsel to make such
representations orally or in writing as the Member may think fit.
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Article three
Meetings of Members
| 3.01 |
Annual Meeting. The Association
shall in each calendar year hold an Annual Meeting of Members in
addition to any other meeting of Members in that year. The Annual
Meeting of Members may be held coincidentally with the annual meeting
of the members of The Canadian Medical Association provided that
in the event that in any calendar year there is no annual meeting
of the members of The Canadian Medical Association held in Canada,
the Annual Meeting of Members for that year shall be held at such
time and place as the Council may determine.
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| 3.02 |
Special Meeting.
Special Meetings of the Members shall be convened by the Council
upon receipt by the Executive Director of a requisition therefore
made in writing and signed by not fewer than five hundred (500)
Members and, in addition, Special Meetings of the Members may be
convened by the Council whenever it thinks fit. Any such requisition
shall state the object of the meeting proposed to be called. The
Council shall convene a Special Meeting of the Members within one
hundred (100) days of the receipt of the requisition therefore by
the Executive Director. Any Special Meeting of the Members shall
be at the municipality where the head office of the Association
is located. Any Special Meeting of the Members shall consider only
such business as shall be specified in the notice calling such meeting.
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| 3.03 |
Notice of Meetings of
Members.
Notice in writing of the time and place of each Meeting of the Members
shall be sent not later than thirty (30) days before the meeting
to each Member whose name appears on the records of the Association
on the third (3rd) business day preceding the sending of the notice.
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| 3.04 |
Persons Entitled to be
Present.
The only persons entitled to attend a Meeting of Members shall be
Members. Any other person may be admitted only on the invitation
of the chairperson of the meeting or with the consent of the meeting.
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| 3.05 |
Quorum.
At any Meeting of Members, twenty-five (25) Members shall constitute
a quorum for the transaction of business. If within half an hour
from the time appointed for the meeting a quorum of Members is not
present, the meeting, if convened as a Special Meeting of the Members
upon requisition of Members, shall be dissolved; in any other case
it shall stand adjourned to a fixed time and place but no other
business may be transacted at any such meeting. At the resumption
of any such adjourned meeting, the meeting may transact such business
as was specified in the notice of the meeting, whether or not a
quorum be present.
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| 3.06 |
Adjournments.
Save as provided in respect of Meetings of Members where a quorum
is not present, the chairperson of the meeting may, with the consent
of the meeting, adjourn the same from time to time and from place
to place, but no business shall be transacted at the resumption
of any such adjourned meeting other than the business left unfinished
at the meeting from which the adjournment took place.
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| 3.07 |
Scrutineers.
At any Meeting of Members, the chairperson of the meeting may appoint
one or more persons, who may but need not be Members, to serve as
scrutineers with such duties as the chairperson may prescribe.
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| 3.08 |
Voting.
At any Meeting of Members each person present in person who appears
on the records of the Association as a Member on the day preceding
the meeting shall be entitled to one (1) vote on any question considered
by the meeting. At any meeting every question shall be decided by
a show of hands except where, either before or immediately after
a show of hands, a secret ballot is required by the chairperson
of the meeting or is demanded by ten (10) persons present and entitled
to vote at the meeting, but such requirement or demand may be withdrawn
at any time prior to the taking of the secret ballot. A ballot so
required or demanded shall be taken in such manner as the chairperson
of the meeting directs.
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| 3.09 |
Votes
to Govern.
Unless otherwise required by the Special Act or by the by-laws, every
question at a Meeting of Members shall be decided by a majority of
the votes cast on the question and the chairperson of the meeting
shall have a second or casting vote in case of an equality of votes.
Upon a vote by show of hands, unless a secret ballot is required or
demanded, a declaration by the chairperson of the meeting that the
vote upon a motion has been carried or carried by a particular majority
or not carried shall be the decision of the Members upon the motion.
An entry in the minutes of meeting to the effect that the chairperson
declared the motion carried or not carried, as the case may be, shall
be admissible in evidence as prima facie proof of the fact
without proof of the number or proportion of votes recorded in favour
or against the motion. |
Article four
Council
| 4.01 |
Membership of Council.
There shall be a Council of the Association consisting of a minimum of
twenty-five (25) Members and a maximum of thirty-five (35) Members elected
as provided in Section 4.02 (the "Councillors");
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4.01.01 |
the membership of the Council shall, so far as may be
possible, be representative of the different specialties in the fields
of medicine and surgery, of general practice and of the Geographical Areas
of Canada.
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| 4.02 |
Councillors.
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4.02.01 |
Geographic Representation.
The Councillors shall be elected from Members practising in the following
Geographical Areas of Canada:
| Area 1 |
British Columbia and the Yukon
Territory; |
| Area 2 |
Alberta; |
| Area 3 |
Saskatchewan, the Northwest
Territories and Nunavut; |
| Area 4 |
Manitoba; |
| Area 5 |
Ontario; |
| Area 6 |
Quebec; |
| Area 7 |
New Brunswick; |
| Area 8 |
Nova Scotia; |
| Area 9 |
Prince Edward Island; |
| Area 10 |
Newfoundland and Labrador.
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4.02.02 |
Divisions for
Purpose of Election of Councillors.
To ensure the representation of the different specialties in the fields
of medicine and surgery and of general practice, Members shall be considered
to practise in two Divisions, one such Division composed of those Members
to whom a certificate of qualification shall have been granted by The
Royal College of Physicians and Surgeons of Canada or by the College of
Physicians of Quebec, or to whom has been granted a qualification accepted
by the Nominating Committee as the equivalent thereof (as to the equivalence
of which the decision of the Nominating Committee shall be final and binding
on all persons), and the other such Division composed of all those Members
not having any of the qualifications mentioned in respect of the other
Division.
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4.02.03 |
Determination
of Number of Councillors by Area and by Division.
The number of Councillors shall be determined by resolution of Council
from time to time. Council shall also determine by resolution from time
to time the number of Councillors to be elected from each of the Geographical
Areas established by Section 4.02.01 and from each of the Divisions established
by Section 4.02.02, provided that at all times each Geographical Area
shall be represented by no fewer than one (1) Councillor. No decrease
in the number of Councillors from any Geographical Area or in the number
thereof from any Division with respect to any Geographical Area shall
shorten the term of an incumbent Councillor.
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4.02.04 |
Term of Office.
The election of Councillors by ballot shall be effective as of the conclusion
of the Annual Meeting and Councillors shall hold office for three (3)
years, subject to Sections 4.05 and 4.06. At each Annual Meeting of Members
the Councillors elected as of the third (3rd) preceding Annual Meeting
of Members, or Members appointed to fill the remainder of the terms of
such Councillors, shall retire from office but shall be eligible for re-election
provided they are otherwise then qualified. The Councillors in office
shall continue in office until their successors are elected or appointed.
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| 4.03 |
Nominations
of Councillors.
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4.03.01 |
The Executive Director shall send a notice of the slate of
nominations of Councillors made by the Nominating Committee to all Members
at least twenty-six (26) weeks prior to the Annual Meeting. The notice shall
include the following details: |
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(a) |
the existing Councillors, designating the Geographical
Area and the Division they represent; |
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(b) |
identification of the Councillors whose term of
office will expire at the time of the Annual Meeting; |
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|
(c) |
the name and curriculum vitae of each Member nominated
by the Nominating Committee, indicating the Geographical Area and the Division
each would represent; |
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|
(d) |
the full text of Article 4.03.02; and |
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|
(e) |
the nomination form prescribed by Council.
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4.03.02 |
Nominations of Councillors may be made by any group of
no fewer than ten (10) Members who all reside in the same Geographical
Area as the Member they are nominating. Each nomination must be made on
the form prescribed by resolution of Council and shall state the name
and address of the nominee and the Geographical Area and the Division
for the purpose of election in which the nominee is considered to practise.
The nomination form shall contain the nominee’s signed consent to act
if elected and the nominee’s undertaking to sign the Code of Conduct within
thirty (30) days from the date of the Annual Meeting. The nomination form
must be in the hands of the Executive Director at least eighteen (18)
weeks prior to the Annual Meeting of Members.
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| 4.04 |
Manner of Election.
The election of Councillors shall be by mail ballot by Geographical Area
as follows:
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4.04.01 |
If no nominations have been received from Members as set
out in Section 4.03.02 for any vacancies on Council then the Members nominated
by the Nominating Committee for such vacancies shall be declared elected
by acclamation at the time of the Annual Meeting.
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4.04.02 |
If one or more nominations have been received from Members
pursuant to Section 4.03.02, the Executive Director shall, no later than
thirteen (13) weeks prior to the Annual Meeting, send out to all Members
in each Geographical Area from which such nominations have been received
a voting ballot in the form prescribed by Council on which shall appear: |
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|
(a) |
a list of all Members who have been nominated
for such Geographical Area together with a curriculum vitae and an indication
of the Division which each would represent; |
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|
(b) |
instructions that each Member has the privilege
of voting only for as many candidates as there are vacancies in each Division
in that Geographical Area; |
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|
(c) |
a statement that notwithstanding the provisions
of Section 9.04.01, the voting ballot shall be delivered in person, or
sent by mail or courier or any other means prescribed by Council to and
be received by the Executive Director at least eight (8) weeks prior to
the Annual Meeting of Members.
|
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4.04.03 |
The
Auditors of the Association or their nominees shall tabulate the results
of the voting ballots. In the event of a tie vote, the Executive Director
shall no later than four (4) weeks prior to the Annual Meeting send to
all members of any geographical area affected a second voting ballot in
the form prescribed by Council on which shall appear:
|
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|
(a) |
a
list of the members who received the same number of votes in the initial
election and the division that each would represent; |
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|
(b) |
voting
instructions including a statement that the completed voting ballot is required
to be delivered in person, or sent by mail or courier or any other means
prescribed by Council and be received by the Executive Director at least
one (1) week prior to the Annual Meeting of members; |
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|
(c) |
the
auditors of the Association or their nominees shall tabulate the results
of the second voting ballots. |
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4.04.04 |
The report of the Auditors shall
be final and binding upon the Association. The results of the election of
Councillors by mail balloting shall be reported by the Executive Director
at the Annual Meeting of Members provided that the Executive Director shall
be free to advise the nominees of the results of the election as soon as
they are available. |
| 4.05 |
Vacation of
Office by Councillors.
The office of Councillor shall be deemed to be vacated on the happening
of any of the following events:
|
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4.05.01 |
upon the Councillor ceasing to be a Member of the Association;
|
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4.05.02 |
upon the receipt of a written resignation by the Councillor;
|
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4.05.03 |
upon an order made by a court of competent jurisdiction
declaring the Councillor to be a mentally incompetent person or incapable
of managing personal affairs;
|
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4.05.04 |
upon the Councillor ceasing to be ordinarily resident
in Canada;
|
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4.05.05 |
upon the Councillor being found by Council to have breached
the Association’s Policies and Guidelines, as set out in the Council Governance
Manual and as amended from time to time, in a manner sufficient to warrant
removal from Council.
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| 4.06 |
Vacancies.
Where a vacancy occurs in the Council, the Council may appoint a Member
from the same Geographical Area and the same Division to fill the vacancy
for the remainder of the term of the person who has vacated office.
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| 4.07 |
Quorum.
A majority of Councillors in office shall constitute a quorum for the
transaction of the business of the Council.
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| 4.08 |
Management of
the Affairs of the Association.
The Council shall have the general management of the affairs of the Association.
Subject to Sections 4.13, 4.14 and 4.17 of this by-law, no business of
the Council shall be transacted except at a meeting of the Council at
which a quorum is present. Where there is a vacancy or vacancies in the
Council, the remaining Councillors shall exercise all the powers of the
Council.
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| 4.09 |
Calling of Meetings.
Meetings of the Council shall be held from time to time at such time and
on such day as the President or any twelve (12) Councillors may determine,
and the Executive Director shall call meetings when directed or authorized
by the President or such twelve (12) Councillors. Notice of every meeting
so called shall be given to each Councillor not less than forty eight
(48) hours (excluding any part of a Saturday, Sunday or a public holiday)
before the time when the meeting is to be held, save that no notice of
a meeting shall be necessary if all the Councillors are present or if
those absent waive notice of or otherwise signify in writing their consent
to the holding of such meeting, either before or after the meeting.
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| 4.10 |
Regular Meetings.
The Council may appoint a day or days in any month or months for regular
meetings at a place and hour to be named. A copy of any resolution of
the Council fixing the place and hour of regular meetings of the Council
shall be sent to each Councillor forthwith after being passed, but no
other notice shall be required for any such regular meeting.
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| 4.11 |
First Meeting
of the Council after an Annual Meeting of Members.
Within five (5) days following any Annual Meeting of Members, the Council,
provided a quorum of Councillors be present, may without notice hold a
meeting for the purpose of organization and the election and appointment
of Officers and committees.
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| 4.12 |
Place of Meeting.
Meetings of the Council may be held at the place where the head office
of the Association is located, or at any other place within Canada designated
in the notice calling the meeting.
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| 4.13 |
Circulated Resolutions.
Any resolution consented to at any time by the signatures of all the Councillors
entitled to vote on that resolution at a meeting of the Council shall
be as valid and effective as if passed at a meeting of the Council duly
called, constituted and held for that purpose.
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| 4.14 |
Meetings by
telephone. Where
all Councillors have consented thereto, any Councillor may participate
in a meeting of the Council by conference telephone or other communications
equipment by means of which all persons participating in the meeting may
hear each other, and a Councillor participating in a meeting pursuant
to this Section 4.14 shall be deemed to be present in person at that meeting.
|
| 4.15 |
Chairperson.
The President, or in the absence of the President, the Vice-Presidents
in order of seniority, shall be chairperson of any meeting of the Council.
If no such person is in attendance, one of the Councillors present shall
be chosen to be chairperson of the meeting.
|
| 4.16 |
Votes to Govern.
At all meetings of the Council, every question to be decided by the Council
shall be decided by a majority of the votes cast on the question; and
in case of an equality of votes, the chairperson of the meeting shall
be entitled to a second or casting vote, subject to a vote relating to
the removal of a Councillor pursuant to Section 4.05.05 in which case
the question shall be decided by a vote of at least two-thirds (2/3) of
the Councillors present and voting.
|
| 4.17 |
Executive Committee.
|
| |
4.17.01 |
Constitution
and Powers. There
shall continue to be an Executive Committee to which the Council may delegate
all or part of its powers, except the power to appoint Councillors, Officers
and committees, and which shall act for Council between the meetings of
the Council.
|
| |
4.17.02 |
Composition
and Appointment.
The Executive Committee shall be comprised of the President and nine (9)
Councillors, one of whom shall be the 1st Vice President. The Executive
Committee shall be elected annually by Council at the first (1st) meeting
of Council held after each Annual Meeting of Members and they shall serve
until their successors are elected. A person who is a member of the Executive
Committee shall continue to serve as such only so long as that person
remains President or a Councillor, as the case may be. The Council may
fill any casual vacancy which arises in the membership of the Executive
Committee. If it appears that a quorum of the Executive Committee may
not be present for any meeting thereof, the Chairperson of the Executive
Committee or the Executive Director may invite a sufficient number of
Councillors, so that a quorum will be attained, to act as a member or
members of the Executive Committee for such meeting.
|
| |
4.17.03 |
Quorum.
A majority of the members of the Executive Committee shall constitute
a quorum for a meeting thereof.
|
| |
4.17.04 |
Chairperson.
The President shall be the chairperson of any meeting of the Executive
Committee. In the absence of the President at any meeting, one of the
members of the Executive Committee present shall be chosen to be chairperson
of the meeting. The chairperson of the Executive Committee shall be entitled
to vote on any question but shall not be entitled to a second or casting
vote.
|
| 4.18 |
Audit Committee.
The Council shall elect annually, at the first
(1st) meeting of Council following each Annual Meeting of Members a committee
to be known as the Audit Committee, to be composed of not fewer than three
(3) and not more than five (5) Councillors and one additional member who
is not a Councillor and who may but need not be a Member of the Association.
The majority of the Committee shall not be a member of the Executive Committee,
or have been a member of the Executive Committee in the preceding two
(2) years or be an Officer or employee of the Association, to hold office
until the next first (1st) meeting of the Council after an Annual Meeting
of Members. The powers and duties of the Audit Committee shall be mutatis
mutandis those of an Audit Committee appointed pursuant to the Canada
Business Corporations Act, as amended. |
| 4.19 |
Case
Review Committee.
|
| |
4.19.01 |
Constitution.
The Council shall elect annually at the first (1st) meeting of the Council
following each Annual Meeting of Members a minimum of five (5) Members
and a maximum of eight (8) Members, a majority of whom shall be Councillors,
who shall constitute the Case Review Committee.
|
| |
4.19.02 |
Powers.
The Case Review Committee shall review and make decisions on the
conduct or defence of any matter or proceeding, by action or complaint,
against any Member, former Member or deceased Member, including the authority,
between meetings of Council, to determine the nature and extent of assistance
to be granted pursuant to Article 6 of these By-laws.
|
| |
4.19.03 |
Quorum.
A majority of the members of the Case Review Committee shall constitute
a quorum for a meeting thereof.
|
| |
4.19.04 |
Chairperson.
The chairperson of the Case Review Committee shall be a member
of the Executive Committee.
|
| 4.20 |
Nominating Committee.
|
| |
4.20.01 |
The Council shall elect annually at the first (1st) meeting
of the Council following each Annual Meeting of Members, six (6) Members,
at least two (2) of whom shall not be Councillors then in office, who,
together with the President, shall constitute a Nominating Committee.
|
| |
4.20.02 |
The Nominating Committee shall prepare a slate of nominations
of such number of Members as are required to fill vacancies among the
Councillors required to be filled at the next Annual Meeting of Members.
|
| |
4.20.03 |
In preparing its nominations, the Nominating Committee
shall have regard to the intent expressed in Section 4.01.01 and the resolutions
of Council pursuant to Section 4.02.03.
|
| |
4.20.04 |
The Nominating Committee shall determine conclusively
the Division, as defined in Section 4.02.02, to which each nominee for
the office of Councillor belongs.
|
| 4.21 |
Committees Generally.
|
| |
4.21.01 |
Other Committees.
The Council may from time to time constitute and dissolve such other committees
as it may deem advisable with such powers as the Council may determine
and may elect or appoint persons (whether or not they be Members of the
Association or the Council) to such committees, and the Council may form
joint committees with any other organization when it considers it to be
in the interest of the Association or of its Members so to do, and the
Council may appoint representatives to serve on committees constituted
by other organizations.
|
| |
4.21.02 |
Procedure of
Committees. The
Council shall elect the chairperson of every committee constituted by
Council, and unless otherwise ordered by the Council, and subject to the
provisions of this by-law and the Governance Manual adopted by Council,
each committee shall have power to regulate its procedure.
|
| |
4.21.03 |
Removal of Committee
Members. The
Council may from time to time with or without cause remove any Councillor
or other member of a committee from any committee and may elect or appoint
a new member or constitute a new committee at such time as it shall in
its discretion determine.
|
| |
4.21.04 |
Meetings by Telephone.
Where all members of a committee have consented thereto, any member of a
committee may participate in a meeting of the committee by conference telephone
or other communications equipment by means of which all persons participating
in the meeting may hear each other, and a member of a committee participating
in a meeting pursuant to this Section 4.21.04 shall be deemed to be present
in person at that meeting. |
Article five
Officers
| 5.01
|
The Officers of the Association shall be a President, one or more
Vice-Presidents, to which title may be added words indicating seniority
or function, an Executive Director and an Associate Executive Director.
The Executive Director and Associate Executive Director shall not
vote. The Council may appoint such other Officers as the Council
may determine, including Medical Officers and Physician Risk Managers,
who may but need not be Members and may assign to them such duties
as it sees fit, except such other Officers shall not vote.
|
| 5.02 |
Appointment or Election
and Removal of Officers.
The Council may from time to time elect or appoint Officers for
such terms of office as the Council deems advisable. The Council
may remove at its pleasure any Officer of the Association without
prejudice to such Officer’s rights and obligations under any employment
contract. The President and the Vice-Presidents shall be Councillors.
The Executive Director and the Associate Executive Director shall
not be Councillors; they may but need not be Members of the Association.
Upon ceasing to have the required qualification, any office-holder
shall ipso facto vacate office. Except as herein otherwise
provided, each Officer shall hold office until a successor is elected
or appointed.
|
| 5.03 |
President.
The President shall, when present, preside at all meetings of the
Council and of the Members. The President shall participate in the
formulation of general policy and in the general supervision of
the management of the affairs of the Association. The President
shall ex officio be a member of all committees of the Council
and of the Association and shall have the right to attend and participate
in all meetings thereof. The President shall have a vote at all
such meetings except a meeting of the Audit Committee unless appointed
a member thereof.
|
| 5.04 |
Vice-Presidents.
Each Vice-President shall have such powers and duties as the President
may from time to time delegate or as the Council may prescribe.
The Vice-Presidents, in order of seniority as designated by the
Council, shall be vested with all the powers and perform all the
duties of the President in the absence or disability of the President.
In the absence or disability of the President and all Vice-Presidents,
and subject as otherwise provided in the by-laws, the powers and
duties of the President shall be exercised by a Councillor designated
by the President subject to other direction by the Council.
|
| 5.05 |
Executive Director.
| 5.05.01 |
Powers.
The Executive Director shall be the chief executive
officer of the Association and shall have the general active
management and direction, subject to the authority of the
Council and the provisions of the by-laws, of the Association’s
affairs. Subject to the direction of the Council, the Executive
Director shall have the power to appoint and remove all employees
and agents of the Association not elected or appointed directly
by the Council and to settle the terms of their employment
and remuneration, but shall not have the power to do anything
reserved to the Council by the by-laws.
|
| 5.05.02 |
Duties.
Unless excused, the Executive Director shall attend and be secretary
of all meetings of Members and all meetings of the Council and its
committees. The Executive Director shall:
| (a) |
enter or cause to be entered in books kept for
that purpose minutes of all proceedings at such meetings; |
| (b) |
give or cause to be given as and when instructed
or required all notices required to be given to Members, Councillors
and members of committees; |
| (c) |
be custodian of the corporate seal and records
of the Association, except when another Officer has been appointed
for that purpose; |
| (d) |
be responsible for the control of the funds of
the Association, for all banking arrangements and shall cause
the deposit of the monies, securities and other valuable effects
of the Association as the Council may determine from time to
time; |
| (e) |
disburse, or cause to be disbursed, the funds
of the Association as may be ordered by the Council; |
| (f) |
give an account of the Association’s financial
transactions and of the financial position of the Association
at regular meetings of the Council, or to the Councillors as
the Council may direct; and |
| (g) |
have such other duties and powers as are prescribed
by the by-laws and as the Council may prescribe.
|
|
| 5.05.03 |
Delegation.
The Executive Director may delegate any of the foregoing powers
and duties, and the specific exercise of any such, from time
to time, to the Associate Executive Director, unless the Council
or the President otherwise directs.
|
|
| 5.06 |
Associate Executive Director.
When delegated, as provided in Section 5.05 or during the absence,
refusal or inability of the Executive Director to act, the Associate
Executive Director shall perform the duties and exercise the powers
of the Executive Director. In addition, the Associate Executive
Director shall assist in the performance of the duties of the Executive
Director, as directed by the Executive Director.
|
| 5.07 |
Variation of Duties.
From time to time, the Council may vary, add to or limit the powers
or duties of any Officer.
|
| 5.08 |
Fidelity Bonds.
The Council may require such Officers, employees and agents of the
Association as the Council deems advisable to furnish bonds for
the faithful performance of their duties in such form and with surety
as the Council may from time to time prescribe, all at the cost
of the Association.
|
| 5.09 |
General
Counsel and other Counsel.
The General Counsel of the Association shall be appointed by the Council
annually. General Counsel shall provide legal advice and opinion as
requested. Without limiting the generality of the foregoing, General
Counsel shall assist and advise Council in retaining such other legal
counsel as may be necessary and in the conduct of the defence of Members.
|
Article six
Association Assistance
| 6.01
|
Assistance Available
in Matters Affecting Professional Character or Interests of Members.
The Council may undertake the conduct of or assist in the conduct
or defence of any matter or proceedings, by action or complaint,
whether of a strictly legal nature or otherwise concerning or affecting,
whether directly or indirectly, the professional character or interests
of:
|
| |
6.01.01
|
any Member;
|
| |
6.01.02 |
any former Member;
|
| |
6.01.03 |
any deceased Member;
provided that: |
| |
| (a) |
the Council shall be satisfied
that the matter or proceedings arises out of the practice of the Member,
former Member or deceased Member and at a time when the Member, former
Member or deceased Member was a Member of the Association; |
| (b) |
the person making the request
shall abide absolutely by every decision of the Council on the conduct
or defence or settlement of the matter or proceedings and shall not,
without the prior authority of the Council or its duly appointed representatives,
unless otherwise allowed by the Council, take any steps with reference
to such matter or proceedings; and |
| (c) |
the person making the request shall not then be a former
Member who shall, at the time of the commencement of such
matter or proceedings, by action or complaint, or at the time
of threat thereof, have in force a policy of insurance whereby
the person may be indemnified with respect to the occurrence
complained of.
|
|
| 6.02
|
Application for Assistance.
It shall be the duty of any person desiring the assistance of the
Association in respect of any claim or complaint being threatened
or brought against any person or the legal personal representatives
of a person specified in Section 6.01, or upon there occurring to
the knowledge of any such person any circumstance, error, mistake,
omission or act which might give rise to an application for assistance
from the Association, to forthwith communicate the facts to the
Executive Director who shall at once submit the same to the Council
for its consideration.
|
| 6.03
|
Authority of Council to
Grant Assistance. Upon the receipt by the Association of
a request for assistance, and upon the receipt from the person requesting
assistance of a statement in writing giving full particulars of
the circumstances of and surrounding the matter, and upon the receipt
of such other material and information as Council may require, and
after such investigation as the Council may direct, the Council
shall decide whether a matter or proceedings is such that the Association
shall assist and the extent of such assistance.
|
| 6.04 |
Nature and Extent of
Assistance.
|
| |
6.04.01 |
Subject to the like conditions as are specified in the provisions
of Section 6.01 and to the other provisions of this by-law, the
Council may grant from the funds of the Association to any person
specified in Sections 6.01.01 and 6.01.02 and to the legal personal
representatives of the persons specified in Sections 6.01.01, 6.01.02
and 6.01.03 assistance, wholly or in part, with regard to any matter,
action, proceedings, claim or demand or complaint concerning or
affecting, whether directly or indirectly, the professional character
or interests of such Member or former Member or deceased Member,
and the assistance may extend to all incidental or consequential
losses, damages, costs, charges and expenses (exclusive of fines
or penalties) and to fees and disbursements of legal counsel authorized
by the Council.
|
| |
6.04.02 |
Unless otherwise determined by the Council it shall not grant the
assistance of the Association, where it is alleged, or established
by evidence, in any action or other proceedings or by other evidence
accepted by the Council in its discretion, that the matter complained
of arose out of the act, default, negligence, error or mistake
| 6.04.02.01 |
of any person, other than a Member or former Member or deceased
Member, when that person though eligible to apply for membership
was not a Member;
|
| 6.04.02.02 |
by the Member or former Member or deceased Member while that
Member’s ability to perform as a medical practitioner was
impaired by the misuse of alcohol or drug;
|
| 6.04.02.03 |
by the Member or former Member or deceased Member at a time
when such Member was acting in violation of any statute, law
or ordinance or in the commission of any criminal act or act
with criminal intent.
|
|
| |
6.04.03 |
Assistance
by the Association shall be granted, and its extent shall be determined,
by resolution of the Council or the Executive Committee or Case Review
Committee. The grant of assistance and its continuance shall be made only
upon such terms and conditions as the Council, the Executive Committee
or the Case Review Committee thinks proper. The Council, the Executive
Committee and the Case Review Committee have full discretion in every
case to limit or restrict the grant of assistance or altogether to decline
to grant the same or to terminate any assistance granted. Any member
may request reconsideration by either the Executive Committee or Council
of any decision by the Case Review Committee and any such decision by
the Executive Committee or by Council shall be final. Any member may request
reconsideration by Council of any decision which originated with the Executive
Committee and the decision of Council shall be final.
|
| 6.05
|
Subrogation of the Association.
When any person is assisted by the Association, then, by accepting
such assistance, the person receiving such assistance shall be deemed
to have agreed that the Association is subrogated, to the extent
of the assistance rendered, to all such person’s rights of recovery
therefore against any person or organization and the Member, the
former Member and the legal personal representatives of a deceased
Member shall execute and deliver such instruments and papers and
do whatever is necessary in the opinion of the Council to secure
such rights. The Member, former Member and the legal personal representatives
of a deceased Member shall do nothing to prejudice such rights.
|
| 6.06 |
Assistance
by Members.
It shall be the duty of every Member, former Member and the legal
personal representatives of every deceased Member, being assisted
by the Association, to aid and co-operate fully with the Association
and counsel appointed by the Association and the Association’s representatives,
at the Association’s request, in respect of any matter or proceedings
concerning such person, in particular, without limiting the scope
of such aid and co-operation, in providing statements, oral and written,
in meeting with counsel appointed by the Association and the Association’s
representatives, in securing and giving evidence, all without charge
to the Association unless such charges are specifically agreed upon
by the Association. |
Article seven
Financial
| 7.01
|
Financial Year.
Until changed by resolution of the Council the financial year of
the Association shall end on the 31st day of December in each year.
|
| 7.02 |
Financial Statements.
The Executive Director shall furnish a statement of the finances
of the Association as at the 31st day of December, in each year.
|
| 7.03 |
Auditor.
In each year the Council shall appoint an auditor who shall report
upon the statement of the finances of the Association to the Council
and to the Annual Meeting of Members.
|
| 7.04 |
Banking Arrangements.
The banking business of the Association, or any part thereof, shall
be transacted with such bank, trust company or other firm or corporation
carrying on a banking business as the Council may designate, appoint
or authorize from time to time by resolution and all such banking
business, or any part thereof, shall be transacted on the Association’s
behalf by such one or more Officers and/or other persons as the
Council may designate, direct or authorize from time to time by
resolution and to the extent therein provided, including, but without
restricting the generality of the foregoing, the operation of the
Association’s accounts, the making, signing, drawing, accepting,
endorsing, negotiating, lodging, depositing or transferring of any
cheques, promissory notes, drafts, acceptances, bills of exchange
and orders for the payment of money; the giving of receipts for
the orders relating to any property of the Association; the execution
of any agreement relating to any such banking business and defining
the rights and powers of the parties thereof; and the authorizing
of any officer of such banker to do any act or thing on the Association’s
behalf to facilitate such banking business.
|
| 7.05 |
Investment of Funds of
the Association.
Subject to the provisions of the Special Act, Council shall cause
to be established and approved from time to time investment policies,
standards and procedures that a reasonable and prudent person would
apply in respect of a portfolio of investments to avoid undue risk
of loss and to obtain a reasonable return. Council may cause to
be engaged from time to time persons, firms or corporations to invest
and manage the funds of the Association in accordance with the policies,
standards and procedures established pursuant to this section.
|
| 7.06 |
Voting Rights in Other
Bodies Corporate.
Unless and until otherwise specifically directed by resolution of
the Council, the signing Officers of the Association may execute
and deliver instruments of proxy which need not, unless the law
applicable to the securities being voted otherwise requires, be
under the corporate seal of the Association and arrange for the
issuance of voting certificates or other evidence of the right to
exercise the voting rights attaching to any securities held by the
Association and such instruments, certificates or other evidence
shall be in favour of such person or persons as may be determined
by the Officers signing them or arranging therefore. The Council
may, however, from time to time direct the manner in which and the
person or persons by whom any particular voting rights shall be
exercised.
|
| 7.07 |
Borrowing.
| 7.07.01
|
The Council may from
time to time:
| (a) |
borrow money on the credit
of the Association in such amounts and upon such terms as the
Council may deem expedient; |
| (b) |
issue, sell or pledge
debt obligations of the Association; |
| (c) |
charge, mortgage, hypothecate or pledge all or any
currently owned or subsequently acquired real or personal,
movable or immovable property of the Association, including
book debts, rights, powers, franchises and undertaking,
to secure any debt obligations or any money borrowed,
or other debt or liability of the Association. The words
"debt obligations" as used in this paragraph mean bonds,
debentures, notes or other similar obligations of the
Association whether secured or unsecured.
|
|
| 7.07.02 |
The Council may from time to time authorize any Councillor
or Councillors, Officer or Officers, employee of the Association
or other person or persons, whether connected with the Association
or not, to make arrangements with reference to the monies
borrowed or to be borrowed as aforesaid and as to the securities
to be given therefore, with power to vary or modify such arrangements,
terms or conditions and to give such additional securities
for any monies borrowed or remaining due by the Association
as the Council may authorize and generally to manage, transact
and settle the borrowing of money by the Association.
|
| 7.07.03 |
The Council may from time to time authorize any Councillor
or Councillors, Officer or Officers, employee of the Association
or other person or persons, whether connected with the Association
or not, to sign, execute and give on behalf of the Association
all documents, agreements and promises necessary or desirable
for the purposes aforesaid and to draw, make, accept, endorse,
execute and issue cheques, promissory notes, bills of exchange,
bills of lading and other negotiable or transferable instruments
and the same and all renewals thereof or substitutions therefore
so signed shall be binding upon the Association.
|
| 7.07.04 |
The powers conferred by this section shall be deemed to be
in supplement of and not in substitution for any powers to
borrow money for the purposes of the Association possessed
by the Council or Officers independently of a borrowing by-law.
|
|
| 7.08 |
Honoraria
and Expenses.
The Council shall fix the honoraria to the President, Vice-Presidents,
Councillors and any others who may render services in aid and on behalf
of the Association. Honoraria or fees for expert medical testimony
or for advice to the Association’s solicitors and counsel shall be
paid only as authorized by Council. In the discretion of the Council
the reasonable travelling and sustenance expenses of the President,
Executive Director, Associate Executive Director and any other Officer
or person, as required by Council, in attending a Meeting of the Members
or any other meeting shall be paid out of the funds of the Association.
|
Article eight
Protection of Councillors, Officers
and Others
| 8.01
|
Duties.
Every Councillor and Officer of the Association shall exercise the
powers and discharge the duties of office honestly, in good faith
and in the best interests of the Association, and in connection
therewith shall exercise the degree of care, diligence and skill
that a reasonably prudent person would exercise in comparable circumstances.
|
| 8.02 |
Limitation of Liability.
No Councillor or Officer of the Association shall be liable for
the acts, receipts, neglects or defaults of any other Councillor,
Officer, employee or agent, or for the joining in any receipt or
other act for conformity, or for any loss, damage or expense happening
to the Association through the insufficiency or deficiency of title
to any property acquired by order of the Council for or on behalf
of the Association, or for the insufficiency or deficiency of any
security in or upon which any of the monies of the Association shall
be invested or for any loss or damage arising from the bankruptcy,
insolvency or tortious acts of any person with whom any of the monies,
securities or effects of the Association shall be deposited, or
for any loss occasioned by any error of judgment or oversight on
the part of such Councillor or Officer, or for any loss, damage
or misfortune, whatever, which shall happen in the execution of
the duties of office or in relation thereto, unless the same are
occasioned by the wilful neglect or default of such Councillor or
Officer.
|
| 8.03 |
Indemnity and Insurance.
| 8.03.01 |
Every Councillor
and Officer of the Association and members of all committees
of the Association, including their heirs, executors, administrators
and other legal personal representatives, shall from time to
time be indemnified and saved harmless by the Association except
in respect of such person’s own wilful act, neglect or default
from and against:
| (a) |
any liability (including damages, fines
or other awards) for any amount paid in settlement, actually
and reasonably incurred, and all costs, charges and expenses
sustained or incurred in respect of any claim, action,
suit or proceeding (whether civil, criminal, administrative,
investigative or other, including any appeal therefrom)
that is proposed or commenced against such person for
or in respect of anything done or permitted to be done
in respect of the execution of the person’s office; and
|
| (b) |
all other costs, charges and expenses sustained or
incurred in respect of the affairs of the Association.
|
|
| 8.03.02 |
The Association may purchase and maintain insurance for the
benefit of a Councillor, Officer or committee member, except
insurance against a liability, cost, charge or expense of
the Councillor, Officer or committee member incurred as a
result of that person’s own wilful act, neglect or default.
|
| 8.03.03 |
Expenses incurred with respect to any claim, action, suit
or proceeding may be paid by the Association in advance of
the final disposition thereof upon receipt of an undertaking
by or on behalf of the recipient to repay such amount if it
shall ultimately be determined that such person is not entitled
to indemnification.
|
|
| 8.04 |
Extended
Meaning of Councillor and Officer.
For the purposes of this Article Eight "Councillor" and "Officer"
includes a former Councillor or Officer of the Association and their
heirs, executors, administrators and legal personal representatives.
|
Article nine
General
| 9.01 |
Corporate Seal.
The corporate seal of the Association shall be such as the Council
may from time to time adopt by resolution.
|
| 9.02 |
Execution of Instruments.
Deeds, transfers, assignments, contracts, obligations, certificates
and other documents and instruments that require the corporate seal
of the Association to be affixed thereto may be signed on behalf
of the Association by the President, a Vice-President or the Chairperson
of the Executive Committee and by the Executive Director or the
Associate Executive Director, and those thereof that do not require
the corporate seal of the Association to be affixed thereto may
be signed on behalf of the Association by any one of the foregoing
persons. In addition, the Council may at any time and from time
to time direct and limit the manner in which and the person or persons
by whom any particular deed, transfer, assignment, contract, obligation,
certificate or other document or instrument or any class thereof
may or shall be signed on behalf of the Association. The corporate
seal of the Association may be affixed to any deed, transfer, assignment,
contract, obligation, certificate or other document or instrument
requiring the corporate seal of the Association by any person authorized
to sign the same on behalf of the Association.
|
| 9.03 |
Provision of Information
to Members.
No Member shall be entitled to discovery of any information respecting
any details or conduct of the Association’s business when, in the
opinion of the Council, it would be inexpedient in the interests
of Members or the Association to communicate that information to
that Member or to the public. The Council may from time to time
determine whether and to what extent, at what time and place, and
under what conditions the accounts, records and documents of the
Association or any of them shall be open to the inspection of Members
or other persons and no Member or other person shall have any right
of inspecting any account, record or document of the Association
except as conferred by any applicable legislation or as authorized
by the Council.
|
| 9.04 |
Notices.
| 9.04.01 |
Method of Giving Notices.
Any notice (which term includes any communication or document, electronic
or otherwise) to be given, sent, delivered or served pursuant to
the By-laws or otherwise, in writing or otherwise, to a Member,
Councillor, Officer or member of a committee shall be sufficiently
given if delivered personally to the person to whom it is to be
given or if delivered, mailed, sent by means of recorded communication
or, with the written consent of the recipient, by electronic means
including e-mail to the person’s recorded address. A notice so delivered
shall be deemed to have been given when it is delivered personally
or at the address aforesaid. A notice so mailed shall be deemed
to have been given when sent. The term "recorded address" means
in the case of a Member the address, including without limitation
the e-mail address, as recorded in the register of Members and in
the case of a Councillor or Officer the address as recorded in the
records of the Association. The Executive Director may change or
cause to be changed the recorded address of any Member, Councillor
or Officer in accordance with any information believed by the Executive
Director to be reliable.
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| 9.04.02 |
Omissions and Errors.
The accidental omission to give any notice to any Member,
Councillor or Officer or member of any committee of the Council
or the non-receipt of any notice by any such person or any
error in any notice not affecting the substance thereof shall
not invalidate such notice or any action taken at any meeting
held pursuant to such notice or otherwise founded thereon.
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| 9.04.03 |
Waiver of Notice.
Where a notice is required by the by-laws or otherwise to
be given to any Member, Councillor or Officer or to any other
person, the giving of such notice may be waived or the time
for the notice may be waived or abridged with the consent
in writing of every person entitled thereto, either before
or after the time prescribed. The provisions of this Section
9.04.03 shall be in addition to and not in limitation of Section
4.09 hereof relating to the waivers of notice of meetings
of the Council.
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| 9.04.04 |
Signature
of Notices. The
signatures to any notices to be delivered, mailed or sent by means
of recorded communication by the Association may be written, stamped,
typewritten or printed or partly written, stamped, typewritten or
printed. The signatures to any notices to be sent by the Association
by electronic means may be in digital form, incorporated in, attached
to or associated with such notice. |
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Article ten
Passing, amendments and repeal of by-laws
| 10.01 |
Mandatory Procedure for
Passing, Amendment or Repeal of By-laws.
A by-law of the Association (including a by-law amending or repealing
this or any other by-law of the Association) may be passed only
at an Annual Meeting of the Members and by the affirmative votes
of at least two-thirds (2/3) of the Members present and voting on
a resolution therefore provided that:
| 10.01.01 |
the text of a proposed by-law shall have been submitted to
the Executive Director in writing, at least sixty (60) days
before any Annual Meeting of Members at which the same is
to be considered, either by resolution of the Council, or
by a requisition signed by at least twenty-five (25) Members
requiring the same to be considered; and
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| 10.01.02 |
a notice of the Meeting of Members at which such resolution
of Council or requisition is to be considered shall have been
sent to the Members in accordance with Section 3.03 and shall
have included a statement that such resolution of Council
or requisition will be considered and the text of the proposed
by-law shall have accompanied such notice.
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| 10.02 |
Duty of Executive Director
on Receipt of a Requisition.
Upon receipt of a requisition or resolution and the text of a proposed
by-law as mentioned in Section 10.01.01, the Executive Director
shall be bound to include a statement as mentioned in Section 10.01.02
and the text of the proposed by-law in and with the notice of the
first (1st) Annual Meeting of Members to be held not sooner than
sixty (60) days following receipt of such a requisition or resolution.
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| 10.03 |
Withdrawal of Proposal
of a By-law.
At any time up to forty (40) days before the Meeting of Members
at which a proposed by-law is to be considered
| 10.03.01 |
by further resolution, the Council may withdraw its proposal
therefore; or
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| 10.03.02 |
by a statement in writing to that effect signed by a majority
of the Members who signed the requisition mentioned in Section
10.01.01, the requisition shall be deemed to be withdrawn;
and thereafter the proposed by-law shall not be further considered
and shall not be passed.
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| 10.04 |
Observance
of Section 7 of the Special Act.
Notwithstanding the passing of any by-law pursuant to this Article
Ten, no such by-law shall come into force until the fulfilment of
the provisions of Section 7 of the Special Act. |
Article eleven
Effective Date and Repeal
| 11.01 |
Effective Date.
This by-law shall come into force and take effect forthwith upon
the fulfilment of the provisions of Section 7 of the Special Act.
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| 11.02 |
Repeal.
Simultaneously with the coming into force and taking effect of this
by-law, all existing by-laws of the Association (in this by-law called
the "old by-laws") shall be automatically repealed, provided that
neither the coming into force of this by-law nor the repeal of the
old by-laws shall in any way affect the previous operation of the
old by-laws or any part thereof nor affect the validity of any act
done or right, privilege, obligation or liability acquired or incurred
thereunder nor the validity of any contract or agreement made pursuant
thereto prior to repeal. All Councillors, Officers and persons acting
under any of the old by-laws shall continue to act as if appointed
under the provisions of this by-law and all resolutions of the Members,
the Council and committees of the Council with continuing effect passed
under the old by-laws shall continue to be good and valid except to
the extent inconsistent with this by-law and until amended or repealed.
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