By-law 52

Article one: Interpretation
Article two: Conditions of membership
Article three: Members' meetings
Article four: Council
Article five: Directors and officers
Article six: Association assistance

Article four: Council

4.01 Duties and Powers. The Council shall have responsibility to manage and supervise the affairs and activities of the Association. Subject to Sections 4.11 and 4.15 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.
4.01.01 Council may delegate (with power to sub-delegate) such of its powers as it considers reasonable to the Executive Director, any Councillor, or a Committee of Council. Any such delegation may be made subject to such conditions as the Council considers reasonable and may be revoked or altered at any time at the discretion of the Council.
4.02 Membership of Council. Council shall consist of a minimum of twenty-five (25) Members and a maximum of thirty-five (35) Members elected as provided in Section 4.03 (the "Councillors"). 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.


4.03.01 Geographic Representation. The Councillors shall be elected from Members practicing in the following Geographical Areas of Canada:
(a) Area 1 British Columbia and the Yukon Territory;
(b) Area 2 Alberta;
(c) Area 3 Saskatchewan, the Northwest Territories and Nunavut;
(d) Area 4 Manitoba;
(e) Area 5 Ontario;
(f) Area 6 Québec;
(g) Area 7 New Brunswick;
(h) Area 8 Nova Scotia;
(i) Area 9 Prince Edward Island;
(j) Area 10 Newfoundland and Labrador.
4.03.02 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 practice in two Divisions, one Division composed of Members to whom a certificate of qualification has been granted by The Royal College of Physicians and Surgeons of Canada or by the Collège des médecins du Québec and the other such Division composed of all those Members not having any of the qualifications mentioned in respect of the other Division. The Nominating Committee may recognize a qualification as equivalent to the certificate of qualification referenced above.
4.03.03 Determination of Number of Councillors by Area and by Division. The total number of Councillors and their distribution from each of the Geographical Areas established by Section 4.03.01 and from each of the Divisions established by Section 4.03.02 shall be determined by Council resolution. At all times, each geographical Area shall be represented by no fewer than one (1) Councillor. No change in the composition of Council shall shorten the term of an incumbent Councillor.
4.03.04 Term of Office. The election of Councillors shall be effective as of the conclusion of the Annual Meeting and Councillors shall hold office for three (3) years, subject to Sections 4.06 and 4.07. Provided they remain qualified, Councillors are eligible for re-election. Councillors in office shall continue in office until their successors are elected or appointed.

Nominations of Councillors.

4.04.01 Report of the Nominating Committee. The Executive Director shall send a notice of the slate of nominations made by the Nominating Committee to all Members at least twenty-six (26) weeks prior to the Annual Meeting. The notice shall include instructions on how Members may be nominated for election in accordance with section 4.04.02.
4.04.02 Nominations from Membership. Using the form prescribed by Council, nominations of Councillors may be made by any group of no fewer than ten (10) Members, all of whom must reside in the same Geographical Area as the Member they are nominating. 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 twenty (20) weeks prior to the Annual Meeting of Members.

Manner of Election. The election of Councillors shall be by Geographical Area as follows:

4.05.01 Acclamation. If no nominations have been received from Members as set out in Section 4.04.02 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.
4.05.02 Election. If one or more nominations have been received from Members pursuant to Section 4.04.02, the Executive Director shall, no later than fifteen (15) weeks prior to the Annual Meeting, send to all Members in the Geographical Areas from which such nominations have been received, a voting ballot in the manner prescribed by Council, instructions on voting procedures, including the particulars of those Members standing for election. The deadline for the receipt of ballots shall be at least ten (10) weeks prior to the Annual Meeting.

Vacation of Office by Councillors. The office of Councillor shall be deemed to be vacated upon:

(a) the Councillor ceasing to be a Member of the Association;
(b) the receipt of a written resignation by the Councillor;
(c) an order made by a court of competent jurisdiction declaring the Councillor to be a mentally incompetent person or incapable of managing personal affairs;
(d) the Councillor ceasing to be ordinarily resident in Canada; or
(e) the Councillor being found by Council to have breached the Association's Policies and Guidelines, as set out in the Council Governance Manual, in a manner sufficient to warrant removal from Council.
4.07 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.
4.08 Quorum. Fifty (50) percent or more of Councillors in office shall constitute a quorum for the transaction of the business of the Council.
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 the time and place of Council meetings shall be provided to each Councillor not less than forty-eight (48) hours prior to the meeting, 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.
4.10 First Meeting of the Council after an Annual Meeting of Members. Within five (5) days following any Annual Meeting of Members, the Council shall hold a meeting for the purpose of organization and the election and appointment of committees.
4.11 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.
4.12 Chairperson. Council will appoint a Chairperson for its meetings; the President may be but need not be, the Chair. If the appointed Chair is not in attendance, one of the Councillors present shall be chosen to be chairperson of the meeting.
4.13 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. Should there be a tie vote, the chairperson of the meeting shall be entitled to a second or casting vote. In the case of a vote relating to the removal of a Councillor pursuant to section 4.06(e), the question shall be decided by a vote of at least two-thirds (2/3) of the Councillors present and voting.


4.14.01 Committees. The Council may constitute and dissolve such committees as it may deem advisable and elect or appoint persons (whether or not they be members of the Association or the Council) to such committees. Committees shall normally be elected 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.
4.14.02 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 own procedures.
4.14.03 Quorum. A majority of the members of a committee shall constitute a quorum for a meeting thereof.
4.14.04 Removal of Committee Members. The Council may, with or without cause, remove any Councillor or other member of a committee and it may elect or appoint a new member or constitute a new committee as it sees fit.

Executive Committee.

4.15.01 Constitution and Powers. There shall be an Executive Committee to which the Council may delegate all or part of its powers, except the power to appoint Councillors, committees and the Executive Director, and which shall act for Council between the meetings of the Council.
4.15.02 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 and one, if the position is filled, shall be the 2nd Vice-President.
4.15.03 Chairperson. The President shall be the chairperson of the Executive Committee. In the absence of the President at any meeting, one of the Vice-Presidents, in order of seniority, shall be the chairperson of the meeting, or, if the Vice-Presidents are absent, 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.
4.16 Audit Committee. The Council shall elect annually, at the first (1st) meeting of Council following each Annual Meeting of Members, an Audit Committee, to be composed of not fewer than three (3) and not more than five (5) Councillors and at least one (1) additional member who is not a Councillor and who may, but need not, be a Member of the Association. The primary purpose of the Audit Committee is to assist Council in fulfilling its oversight role with respect to financial management and controls across the CMPA.
4.17 Case Review Committee. 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. The Case Review Committee shall, as specified by Council, consider the conduct or defence of matters or proceedings, by action or complaint, against Members, former Members or deceased Members.

Nominating Committee.

4.18.01 Composition. The Council shall elect annually a Nominating Committee composed of 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.
4.18.02 Nominations. The Nominating Committee shall prepare a slate of nominations of Members to fill Councillor vacancies at the next Annual Meeting of Members. In preparing its nominations, the Nominating Committee shall have regard to the intent expressed in Section 4.02.
4.18.03 Assignment to Divisions. The Nominating Committee shall determine conclusively the Division, as defined in Section 4.03.02, to which each nominee for the office of Councillor belongs.


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