Public Health Physicians of Canada
A by-law relating generally to the conduct of the business and affairs of
Public Health Physicians of Canada
Médecins de santé publique du Canada
Be it enacted and it is hereby enacted as a by-law of Public Health Physicians of Canada / Médecins de santé publique du Canada (hereinafter called the “Corporation”)
1.01 Definitions - In this by-law and all other by-laws and special resolutions of the Corporation unless the context otherwise requires:
Other than as specified above, words and expressions defined in the Act have the same meanings when used herein.
1.02 Interpretation - In all by-laws of the Corporation, where the context so requires or permits, the singular shall include the plural and the plural the singular; the word “person” shall include an individual, partnership, corporation, executor, administrator and legal representative, and the masculine or feminine shall include all genders.
2. 01 Corporate Seal - The Corporation may have a corporate seal in the form approved from time to time by Council. If a corporate seal is approved by Council, the Secretary of the Corporation shall be the custodian of the corporate seal.
BUSINESS OF THE CORPORATION
3.01 Fiscal Year - The fiscal year of the Corporation shall end on the 31st day of December in each year.
3.02 Execution of Documents - Deeds, transfers, assignments, contracts, obligations and other instruments in writing requiring execution by the Corporation shall be signed by any two (2) Officers of the Corporation. In addition, the Council may from time to time direct the manner in which and the person or persons by whom a particular document or type of document shall be executed. Any person authorized to sign any document may affix the corporate seal (if any) to the document. Any signing officer may certify a copy of any instrument, resolution, by-law or other document of the Corporation to be a true copy thereof.
3.03 Banking Arrangements - The banking business of the Corporation shall be transacted at such bank, trust company or other firm or corporation carrying on a banking business in Canada or elsewhere as the Council may designate, appoint or authorize from time to time by resolution. The banking business or any part of it shall be transacted by an officer or officers of the Corporation and/or other persons as the Council may by resolution from time to time designate, direct or authorize.
3.04 Fiscal Arrangements - All monies raised or received by the Corporation from members or otherwise, shall be the property of the Corporation and shall be utilized in such manner as in the opinion of Council is most desirable and necessary for carrying out the objectives of the Corporation. All financial transactions shall be presented for approval at the next annual meeting of members in the Treasurer's report.
3.05 Annual Financial Statements - The Corporation may, instead of sending copies of the annual financial statements and other documents referred to in subsection 172(1) (Annual Financial Statements) of the Act to the members, publish a notice to its members stating that the annual financial statements and documents provided in subsection 172(1) are available at the registered office of the Corporation and any member may, on request, obtain a copy free of charge at the registered office or by prepaid mail.
3.06 Borrowing - If authorized by a by-law which is duly adopted by the Councillors and confirmed by ordinary resolution of the members, the Councillors of the Corporation may from time to time:
i borrow money on the credit of the Corporation;
ii issue, reissue, sell, pledge or hypothecate debt obligations of the Corporation; and
iii mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the Corporation, owned or subsequently acquired, to secure any debt obligation of the Corporation.
Any such by-law may provide for the delegation of such powers by the Councillors to such officers or Councillors of the Corporation to such extent and in such manner as may be set out in the by-law.
Nothing herein limits or restricts the borrowing of money by the Corporation on bills of exchange or promissory notes made, drawn, accepted or endorsed by or on behalf of the Corporation.
4.01 Membership Conditions – There shall be two (2) classes of members in the Corporation, namely Full members and Resident members. All members shall be individuals and shall be admitted into membership in the Corporation in accordance with the rules for membership in the Corporation which have been approved by resolution of Council.
Class 1 – Full Members: A Full member shall be eligible for licensure by a Canadian licensing authority to practice medicine and shall meet one of the following four criteria:
· have a Fellowship of the Royal College of Physicians and Surgeons of Canada or a Quebec certificate in Public Health and Preventive Medicine (or equivalent);
· have a Fellowship of the Royal College of Physicians and Surgeons of Canada or a Quebec certificate in a specialty other than Public Health and Preventive Medicine (or equivalent) and be engaged in public health practice or otherwise have shown an active interest in public health;
· have graduate training in public health or a relevant field, and be engaged in public health practice or otherwise have shown an active interest in public health;
· have a combination of training and experience equivalent to any of the above.
Categories of full membership are defined below:
(1) An active member shall be a full member who is actively engaged in the practice of public health or other related professional activity in Canada.
(2) A corresponding member shall be a full member residing outside of Canada. Members who leave Canada may retain their active member category or may apply to become Corresponding members.
(3) An emeritus member shall be a full member who has retired from the practice of public health or other related professional activity.
Honorary members: Notwithstanding any other conditions for membership in this by-law, any person distinguished in the field of public health may be nominated by Council and admitted as a full member of the Corporation.
Each full member shall be entitled to receive notice of, attend and vote at all meetings of the members of the Corporation and to hold any office.
Class 2 – Resident Members: A Resident member shall be in a training program accredited by the Royal College of Physicians and Surgeons of Canada (or equivalent), in a field related to public health.
Each resident member will be entitled to receive notice of and to attend all meetings of the members of the Corporation, but they are not entitled to vote at such meetings.
The Resident members as a class will be entitled to elect one (1) Councillor to Council from among the Resident members. A vacancy in the Resident member Councillor position shall be filled by a vote of the Resident members.
4.02 Admission to Membership - Applications for Full, Resident and Resident membership must be forwarded to the registered office of the Corporation and membership in these classes shall only be given to individuals whose application for admission as a member has received the approval of Council.
4.03 Membership Dues – Members shall be notified in writing of the membership dues at any time payable by them and, if any are not paid within ninety (90) days of the membership renewal date the members in default shall automatically cease to be members of the Corporation.
4.04 Resignation of Members – Members may resign by resignation in writing which shall be effective upon receipt thereof by Council.
4.05 Termination of Membership – A member shall cease to be a member of the Corporation when:
4.06 Effect of Termination of Membership – Subject to the articles, upon any termination of membership, the rights of the member, including any rights in the property of the Corporation, automatically cease to exist.
4.07 Discipline of Members - Council shall have authority to suspend or expel any member from the Corporation for any one or more of the following grounds:
a. violating any provision of the articles, by-laws, or written policies of the Corporation;
b. carrying out any conduct which may be detrimental to the Corporation as determined by Council in its sole discretion;
c. for any other reason that Council in its sole and absolute discretion considers to be reasonable, having regard to the purpose of the Corporation.
In the event that Council determines that a member should be expelled or suspended from membership in the Corporation, the President, or such other officer as may be designated by Council, shall provide twenty (20) days’ notice of suspension or expulsion to the member and shall provide reasons for the proposed suspension or expulsion. The member may make written submissions to the President, or such other officer as may be designated by Council, in response to the notice received within such twenty (20) day period. In the event that no written submissions are received by the President, the President, or such other officer as may be designated by Council, may proceed to notify the member that the member is suspended or expelled from membership in the Corporation. If written submissions are received in accordance with this paragraph, Council will consider such submissions in arriving at a final decision and shall notify the member concerning such final decision within a further twenty (20) days from the date of receipt of the submissions. Council's decision shall be final and binding on the member, without any further right of appeal.
4.08 Membership Transferability – A membership may only be transferred to the Corporation.
MEETINGS OF MEMBERS
5.01 Place of Members’ Meeting - Subject to compliance with section 159 (Place of Members' Meetings) of the Act, meetings of the members may be held at any place within Canada determined by Council or, if all of the members entitled to vote at such meeting so agree, outside Canada.
5.02 Persons Entitled to be Present at Members' Meetings - The only persons entitled to be present at a meeting of members shall be those entitled to vote at the meeting, the Councillors and the public accountant of the Corporation and such other persons who are entitled or required under any provision of the Act, articles or by-laws of the Corporation to be present at the meeting. Any other person may be admitted only on the invitation of the chair of the meeting or by resolution of the members.
5.03 Notice – Notice of the time and place of a meeting of members shall be given to each member entitled to vote at the meeting by the following means:
5.04 Waiver of Notice – Any person who is entitled to notice of a meeting of members may waive notice, and attendance of the person at the meeting is a waiver of notice of the meeting, unless the person attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.
5.05 Requisition of Meeting by Members – Council shall call a special meeting of members in accordance with section 167 of the Act, on written requisition of members carrying not less than 5% of the voting rights. If the Councillors do not call a meeting within twenty-one (21) days of receiving the requisition, any member who signed the requisition may call the meeting.
5.06 Chair of the Meeting – In the event that the Chair of Council and the Vice-Chair of Council are absent, the members who are present and entitled to vote at the meeting shall choose one of their number to chair the meeting.
5.07 Quorum – A quorum at any meeting of the members shall be the greater of ten (10) members entitled to vote or 5% of the member(s) entitled to vote at the meeting.
5.08 Votes to Govern – At any meeting of members, every question shall, unless otherwise be required by the Act, the articles or these by-laws, be determined by the majority of votes cast on the question. In case of an equality of votes either upon a show of hands or upon a ballot, the chair of the meeting shall not be entitled to a second or casting vote.
5.09 Participation by Electronic Means at Members’ Meetings – If the Corporation chooses to make available a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during a meeting of members, any person entitled to attend such meeting may participate in the meeting by means of such telephonic, electronic or other communication facility in the manner provided by the Act. A person participating in a meeting by such means is deemed to be present at the meeting. Notwithstanding any other provision of this by-law, any person participating in a meeting of members pursuant to this paragraph who is entitled to vote at that meeting may vote, in accordance with the Act, by means of any telephonic, electronic or other communication facility that the Corporation has made available for that purpose.
5.10 Meetings held entirely by electronic means – If the Councillors or members of the Corporation call a meeting of members pursuant to the Act, those Councillors or members, as the case may be, may determine that the meeting shall be held, in accordance with the Act and the Regulations, entirely by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting.
5.11 Absentee Voting at Members’ Meetings. Pursuant to section 171(1) (Absentee Voting) of the Act, a member entitled to vote at a meeting of members may vote by proxy, mailed-in ballot or by means of a telephonic, electronic or other communication facility if the Corporation has a system that:
a. enables the votes to be gathered in a manner that permits their subsequent verification, and
b. permits the tallied votes to be presented to the Corporation without it being possible for the Corporation to identify how each member voted.
A member entitled to vote at a meeting of members may vote by proxy by appointing in writing a proxyholder, and one or more alternate proxyholders, who are required to be members, to attend and act at the meeting in the manner and to the extent authorized by the proxy and with the authority conferred by it subject to paragraph 74(1)(c) of the Regulations.
5.12 Adjournment – The chair may, with the consent of any meeting, adjourn such meeting from time to time and if a meeting is adjourned for less than thirty (30) days, no notice of such adjournment need be given to the members. If a meeting of members is adjourned by one or more adjournments for an aggregate of thirty (30) days or more, notice of the adjourned meeting shall be given in the same manner as for an original meeting. Any business may be brought before or dealt with at any adjourned meeting which might have been brought before or dealt with at the original meeting in accordance with the notice calling the same.
5.13 Resolution in Writing – A resolution in writing signed by all of the members entitled to vote thereon at a meeting of members is as valid as if it had been passed at a meeting of the members.
6.01 Number of Councillors – Council shall consist of the number of Councillors specified in the articles. If the articles provide for a minimum and maximum number of Councillors, Council shall be comprised of the fixed number of Councillors as determined from time to time by resolution of Council. In the case of a soliciting corporation the minimum number of Councillors may not be fewer than three (3), at least two of whom are not officers or employees of the Corporation or its affiliates.
6.02 Qualifications – Each Councillor shall be a Full member or Resident member of the Corporation.
6.03 Election and Term – The members shall elect the Councillors by ordinary resolution at each annual meeting of members at which an election of Councillors is required. The elected Councillors shall hold office for a term expiring not later than the close of the second annual meeting of members following the election. A Councillor may only serve for up to a maximum of three (3) consecutive terms. Notwithstanding the foregoing, the Resident members as a class shall elect a Councillor from among their class on an annual or more frequent basis.
6.04 Resignation of Councillors – A resignation of a Councillor becomes effective at the time a written resignation is sent to the Corporation or at the time specified in the resignation whichever is later. A retiring Councillor shall remain in office until the dissolution or adjournment of the meeting at which the retirement is accepted and a successor is elected or appointed.
6.05 Termination of Councillors – A Councillor of the Corporation ceases to hold office when the Councillor becomes disqualified, dies, resigns, or is removed by ordinary resolution at a special meeting of members to remove any Councillor from office.
6.06 Vacancies – Subject to the Act, a quorum of Councillors may fill a vacancy among the Councillors, except a vacancy resulting from an increase in the number of the minimum or maximum number of Councillors provided for in the articles or a failure to elect the number or minimum number of Councillors provided for in the articles.
MEETINGS OF COUNCILLORS
7.01 Calling of Meetings – There shall be at least one (1) meeting per year of Council. Meetings of Council may be called by the President or any two (2) Councillors at any time; provided that for the first organization meeting following continuance, such meeting may be called by any Councillor. If the Corporation has only one Councillor, that Councillor may call and constitute a meeting.
7.02 Notice – Meetings of Council may be held at any time and place to be determined by Council provided that 48 hours notice of such meeting shall be given, other than by mail, to each Councillor. Notice by mail shall be sent at least 14 days prior to the meeting. No error or omission in giving notice of any meeting of Council or any adjourned meeting of Council shall invalidate such meeting or make void any proceedings taken thereat and any Councillor may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat.
7.03 Waiver of Notice – A Councillor may waive notice of a meeting of Council, and attendance of a Councillor at a meeting of Council is a waiver of notice of the meeting, except if the Councillor attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.
7.04 Quorum – A majority of Councillors in office, from time to time, but no less than three (3) Councillors, shall constitute a quorum for meetings of Council.
7.05 Voting at Meetings – Each Councillor is authorized to exercise one (1) vote. Questions arising in any meeting of Council shall be decided by a majority of votes. In case of an equality of votes, the chair at the meeting shall not have a second or casting vote.
7.06 Participation by Electronic Means – A Councillor may, in accordance with the regulations, participate in a meeting of Council or of a committee of Council by means of a telephonic, an electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting. A Councillor so participating in a meeting is deemed for the purposes of this Act to be present at that meeting.
7.07 Resolution in Lieu of Meeting – A resolution in writing, signed by all the Councillors entitled to vote on that resolution at a meeting of Council or of a committee of Council, is as valid as if it had been passed at a meeting of Council or committee of Council.
8.01 Constitution of Committees – Committees of the Corporation shall be appointed by the President on the advice of Council to aid Council in conducting the affairs of the Corporation. The chairs of Committees may be invited to report to Council but shall not have the right to vote at meetings of Council.
Council shall appoint a chair, who will determine the members of the Committee for approval by Council. The mandate of the Committee shall be determined by Council. Each Committee shall draft its terms of reference, for approval by Council.
Committees shall be reviewed by Council every two (2) years and disbanded when their mandate is fulfilled or no longer required by the Corporation.
8.02 Nominating Committee – The Nominating Committee shall comprise all the Past-Presidents of the Corporation.
NOMINATION AND ELECTION OF COUNCIL MEMBERS
9.01 At least twelve (12) weeks prior to the annual meeting of members in which there is to be an election, the Nominating Committee shall prepare and issue to the members through the office of the Secretary, a list of nominees to fill vacancies among the Councillors falling due at the time of the aforesaid annual meeting of members.
9.02 Further nominations to fill such upcoming vacancies may be submitted signed by any three voting members of the Corporation. Such nominations shall be submitted in writing addressed to the Secretary and must be accompanied by a statement signed by such nominee consenting to allow her/his name to stand in nomination and to serve as a Councillor if elected.
9.03 All nominee(s) presented by the Nominating Committee shall be submitted to a vote of the voting members. In any election of Council, nominations may be made from the floor at a members’ meeting.
9.04 The Council shall by resolution determine the manner in which such vote shall be conducted, ensuring the greatest member participation possible. The ballots shall be counted in the presence of two witnesses who shall render a written statement of the number of ballots cast for each of the nominees. The Secretary shall then notify the President and each of the nominees of the outcome of the balloting as determined by the written statement of the witnesses.
10.01 Appointment of Officers – Council may designate the offices of the Corporation, appoint officers on an annual or more frequent basis, specify their duties and, subject to the Act, delegate to such officers the power to manage the affairs of the Corporation. A Councillor may be appointed to any office of the Corporation and an officer may, but need not be, a Councillor unless these by-laws otherwise provide.
10.02 Description of Offices – Unless otherwise specified by Council (which may, subject to the Act modify, restrict or supplement such duties and powers), the offices of the Corporation shall have the following duties and powers associated with their positions:
The powers and duties of all other officers of the Corporation shall be such as the terms of their engagement call for or Council or President requires of them. Council may from time to time and subject to the Act, vary, add to or limit the powers and duties of any officer.
10.03 Variation of Duties – The powers and duties of all other officers of the Corporation shall be such as the terms of their engagement call for or Council or President requires of them. Council may from time to time and subject to the Act, vary, add to or limit the powers and duties of any officer.
10.04 Vacancy in Office – In the absence of a written agreement to the contrary, Council may remove, whether for cause or without cause, any officer of the Corporation. Unless so removed, an officer shall hold office until the earlier of:
If the office of any officer of the Corporation shall be or become vacant, the Councillors may, by resolution, appoint a person to fill such vacancy.
REIMBURSEMENT FOR EXPENSES AND INDEMNIFICATION
11.01 Reimbursement - Councillors and Officers shall be entitled to reimbursement for out-of-pocket expenses incurred on behalf of the Corporation or when engaged in the conduct of the affairs of the Corporations, as directed by Council.
11.02 Indemnification - Each Councillor or Officer of the Corporation or other person who has undertaken or is about to undertake any liability on behalf of the Corporation and their heirs, executors and administrators, and estate and effects, respectively, shall from time to time and at all times, be indemnified and saved harmless out of the funds of the Corporation, from and against:
a) all costs, charges and expenses whatsoever which such Councillor, Officer or other person sustains or incurs in or about any action, suit or proceedings which is brought, commenced or prosecuted against him, or in respect of any act, deed, matter or thing whatsoever, made, done or permitted by him, in or about the execution of the duties of his office or in respect of any such liability when such actions are conducted in good faith;
b) all other costs, charges and expenses which the Officer or Councillor sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by the Officer or Councillor's own wilful neglect or default.
12.01 Method of giving notice – Any notice (which term includes any communication or document), other than notice of a meeting of members or a meeting of Council, to be given (which term includes sent, delivered or served) pursuant to the Act, the articles, the by-laws or otherwise to a member, Councillor, officer or member of a committee of Council or to the public accountant shall be sufficiently given:
A notice so delivered shall be deemed to have been given when it is delivered personally or to the recorded address as aforesaid; a notice so mailed shall be deemed to have been given when deposited in a post office or public letter box; and a notice so sent by any means of transmitted or recorded communication shall be deemed to have been given when dispatched or delivered to the appropriate communication company or agency or its representative for dispatch. The Secretary may change or cause to be changed the recorded address of any member, Councillor, officer, public accountant or member of a committee of Council in accordance with any information believed by the Secretary to be reliable. The declaration by the Secretary that notice has been given pursuant to this by-law shall be sufficient and conclusive evidence of the giving of such notice. The signature of any Councillor or officer of the Corporation to any notice or other document to be given by the Corporation may be written, stamped, type-written or printed or partly written, stamped, type-written or printed.
12.02 Omissions and Errors – The accidental omission to give any notice to any member, Councillor, officer, member of a committee of Council or public accountant, or the non-receipt of any notice by any such person where the Corporation has provided notice in accordance with the by-laws or any error in any notice not affecting its substance shall not invalidate any action taken at any meeting to which the notice pertained or otherwise founded on such notice.
12.03 Invalidity of any provision of this by‑law – The invalidity or unenforceability of any provision of this by‑law shall not affect the validity or enforceability of the remaining provisions of this by‑law.
12.04 Amendment to By-Law – In accordance with the articles, Council may not make, amend or repeal any by-laws that regulate the activities or affairs of the Corporation without having the by-law, amendment or repeal confirmed by the members by special resolution. The by-law, amendment or repeal is only effective on the confirmation of the members and in the form in which it was confirmed.
CERTIFIED to be By-law No. 2 of the Corporation, as approved by the members of the Corporation by special resolution on the 19th day of September, 2014, and to be effective on the date that the Corporation continues under the Canada Not-for-profit Corporations Act.
DATED the 19th day of September, 2014.Dr. Joel Kettner, President Dr. Sandra Allison, Secretary
Copyright PHPC 2014 - All Rights Reserved
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