SOCIETY OF SPECIALIST PHYSICIANS
AND SURGEONS OF BRITISH COLUMBIA
BYLAWS
Part 1 - Interpretation
1.1 In these Bylaws, unless the context otherwise requires:
(a) “Council” means the board of directors of the Society;
(b) “Council member” means a director of the Society;
(b.01) “electronic meeting” means an electronic meeting as defined in the Societies Act;
(b.02) “fully electronic meeting” means a fully electronic meeting as defined in the Societies Act;
(b.1) “general meeting” or “general meeting of the Society” means a general meeting of the members;
(b.2) “Health Professions Act” means the Health Professions Act, R.S.B.C. 1996, c. 183;
(c) “mailing address” of a member means the address of the member as specified in the membership records of the Association of Doctors of BC;
(d) “member” means a member of the Society;
(d.1) “ordinary resolution” means an ordinary resolution as defined in the Societies Act;
(d.1.1) “partially electronic meeting” means a partially electronic meeting as defined in the Societies Act;
(d.2) “provincial College” means the College of Physicians and Surgeons of British Columbia continued under the Health Professions Act;
(e) “registered address” means:
(i) in relation to a member, the address of the member as registered with the provincial College; and
(ii) in relation to the Society, the delivery address or mailing address of the registered office of the Society as filed with the registrar under the Societies Act;
(e.1) “Societies Act” means the Societies Act, S.B.C. 2015, c. 18;
(f) “Society” means the Society of Specialist Physicians and Surgeons of British Columbia;
(g) “special resolution” means a special resolution as defined in the Societies Act;
(h) “two-thirds majority resolution” means a resolution passed by at least two thirds of the votes cast on the resolution.
1.2 In these Bylaws, unless the context otherwise requires:
(a) a reference to a statute includes any amendment to it, any regulation enacted under it, and any law enacted in substitution for or replacement of it;
(b) words importing the singular include the plural and vice versa, and words importing a person include a corporation; and
(c) a reference to a Part or Bylaw by number is a reference to the Part or Bylaw of that number in these Bylaws.
Part 2 - Members
2.1 The members of the Society are the persons who are or become, and continue to be, members in accordance with these Bylaws.
2.2 Every person who:
(a) is a registrant with the provincial College under the Health Professions Act;
(b) is
(i) a Certificant or Fellow of the Royal College of Physicians and Surgeons of Canada with a specialty other than family practice;
(ii) certified by the Royal College of Physicians and Surgeons of Canada and is by training qualified to practice as a specialist in a field of medicine, other than family practice, which is not specifically covered by the specialists’ designations of the Royal College of Physicians and Surgeons of Canada; or
(iii) certified in the field of Emergency Medicine by the Canadian College of Family Physicians or the American Board of Emergency Medicine; and
(c) is a member in good standing of the Association of Doctors of BC
shall be eligible for membership in the Society as a regular member and may become a regular member by making application in the approved form and paying the membership fee established from time to time.
2.3 A regular member shall cease to be a member of the Society if they cease to have the qualifications set out in Bylaw 2.2.
2.4 Every person who:
(a) is a registrant with the provincial College under the Health Professions Act;
(b) is undertaking residency training leading to qualification in a field of medicine entitled to have a Specialty Representative on the Council in accordance with Bylaw 6.2 or 6.4; and
(c) is a member in good standing of the Association of Doctors of BC
shall be eligible for membership in the Society as a resident member and may become a resident member by making application in the approved form.
2.5 A resident member shall not be required to pay any fees, dues, subscriptions or levies set under Bylaw 2.11, shall not be eligible to hold office, and shall not have voting rights.
2.6 A resident member shall cease to be a member of the Society if they cease to have the qualifications set out in Bylaw 2.4.
2.6A Every person who:
(a) is enrolled in a Canadian school of medicine; and
(b) is a member in good standing of the Association of Doctors of BC
shall be eligible for membership in the Society as a student member and may become a student member by making application in the approved form.
2.6B A student member shall not be required to pay any fees, dues, subscriptions or levies set under Bylaw 2.11, shall not be eligible to hold office, and shall not have voting rights.
2.6C A student member shall cease to be a member of the Society if they cease to have the qualifications set out in Bylaw 2.6A.
2.7 Every person who:
(a) is over the age of 65 years;
(b) is retired from the practice of medicine;
(c) was a member of the Society in good standing at the time of their retirement; and
(d) is a member in good standing of the Association of Doctors of BC
shall be eligible for membership in the Society as a senior member and may become a senior member by making application in the approved form.
2.8 A senior member shall not be required to pay any fees, dues, subscriptions or levies set under Bylaw 2.11, shall not be eligible to hold office, and shall not have voting rights.
2.9 A senior member shall cease to be a member of the Society if they cease to have the qualifications set out in Bylaw 2.7.
2.10 Every member shall uphold the Constitution and comply with these Bylaws.
2.11 Subject to Bylaws 2.5 and 2.8, the Council may from time to time set the fees, dues, subscriptions and levies, if any, to be paid by members of the Society and may waive or set different levels of fees, dues, subscriptions or levies for different categories of members.
2.12 A person shall cease to be a member of the Society if the person:
(a) delivers their resignation in writing to the Secretary-Treasurer of the Society, or mails or delivers it to the registered address of the Society;
(b) is expelled pursuant to Bylaw 2.13; or
(c) is a member not in good standing for 3 consecutive months.
2.13 The Council may expel, suspend or otherwise discipline any member of the Society for conduct which is improper or unbecoming for a member of the Society, or is likely to endanger the interest or reputation of the Society, or is in breach of these Bylaws, but the Council may not expel, suspend or otherwise discipline any member until that member has been notified that the Council may take disciplinary action against the member and has been given an opportunity to be heard by the Council.
2.14 All members of the Society are in good standing except members who have failed to pay their annual membership fees for a calendar year by March 31 of that year or, unless the Council determines otherwise, who have failed to pay any other fees, dues, subscriptions, levies, or debts due and owing by them to the Society, and such members are not in good standing so long as any part of any amount thereof remains unpaid.
2.15 Any person who ceases to be a member of the Society forfeits all rights, claims, privileges and interests arising from membership in the Society.
Part 3 - General Meetings of Members
3.1 Subject to the Societies Act and these Bylaws, the Council shall, for each general meeting, determine:
(a) the date and time and, if applicable, the location, of the meeting; and
(b) whether the meeting shall be an in-person meeting, a partially electronic meeting or a fully electronic meeting.
3.2 Every general meeting, other than an annual general meeting, is an extraordinary general meeting.
3.3 Subject to the Societies Act and these Bylaws, the Council:
(a) shall call annual general meetings so that an annual general meeting is held in each calendar year; and
(b) may call extraordinary general meetings.
3.4 Written notice of a general meeting shall:
(a) be distributed to members not less than 14 days and not more than 60 days before the meeting;
(b) specify the date and hour and, if applicable, the location of the meeting;
(b.1) in the case of an electronic meeting, contain instructions for attending and participating in the meeting electronically and, if applicable, for voting at the meeting;
(c) include the text of any special resolution to be considered at the meeting; and
(d) in the case of special business anticipated at the time of distribution of the notice to be conducted at the meeting, indicate the general nature of the special business.
3.5 Special business is:
(a) all business transacted at an extraordinary general meeting except the adoption of the rules of order; and
(b) all business conducted at an annual general meeting except:
(i) the adoption of the rules of order;
(ii) the consideration of the report of the President, if any;
(iii) the consideration of:
(A) the financial statements of the Society; and
(B) the report of the auditor, if any, on those financial statements;
(iv) the appointment of the auditor, if any; and
(v) any other business that does not require the passing of a special resolution and:
(A) under the Societies Act or these Bylaws ought to be conducted at the meeting; or
(B) arises out of a report referred to in subparagraph (ii) or (iii).
3.6 The accidental omission to give notice of a general meeting to, or the non-receipt of a notice by, any of the members entitled to receive notice does not invalidate proceedings at a general meeting.
[Bylaw 3.7 deleted.]
3.8 The Chair of the Council or, if they are not in attendance, one of the other Executive Committee members in attendance, shall serve as chair of a general meeting, but if at a general meeting
(a) there is no Executive Committee member in attendance within 15 minutes after the time appointed for holding the meeting, or
(b) all Executive Committee members in attendance are unwilling to serve as chair,
the members in attendance shall choose one of their number to serve as chair.
3.9 The quorum at a general meeting is 3 voting members in good standing or any greater number that the voting members in good standing may determine at the general meeting.
3.9A If a general meeting is an electronic meeting, members and other persons may attend and participate in the meeting electronically only:
(a) by means of the communications medium prescribed and on such other terms and conditions as are specified:
(i) in the written notice of the meeting referred to in Bylaw 3.4;
(ii) in any other written notice delivered by the Society to the members and other persons prior to the meeting; and
(iii) during the meeting by the chair of the meeting; and
(b) in accordance with these Bylaws.
3.10 Voting at a general meeting shall take place as follows:
(a) each member in good standing in attendance at the meeting shall have one vote, unless that member does not have voting rights under these Bylaws;
(b) members in good standing participating in the meeting in person, if any, shall vote by show of hands, unless the chair of the meeting specifies another method that adequately discloses the intentions of those members;
(c) members in good standing participating in the meeting electronically, if any, shall vote orally or, if an alternative method of voting is set out in the written notice of the meeting referred to in Bylaw 3.4, by that alternative method; and
(d) voting by proxy shall not permitted.
3.11 In case of an equality of votes, the chair shall not have a second vote in addition to the vote to which they may be entitled as a member, and the proposed resolution shall fail.
3.12 A general meeting may be adjourned from time to time and, if applicable, from location to location, but no business shall be transacted at an adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.
3.13 When a meeting is adjourned for more than 30 days, notice of the adjourned meeting shall be given as in the case of the original meeting. Notice need not be given of an adjournment or of the business to be transacted at an adjourned general meeting except as provided in this Bylaw.
Part 4 - Executive Committee
4.1 The Executive Committee shall be composed of:
(a) the President;
(b) the Vice President;
(c) the Past President, if any;
(d) the Secretary-Treasurer;
(e) the Chair of the Council;
(e.1) two Executive Delegates;
(f) the Member-at-large - Diagnostic Specialties;
(g) the Member-at-large - Surgical Specialties;
(h) the Member-at-large - Medical Specialties;
(i) the Member-at-large - Alternately Paid Specialists.
4.2 The President, the Vice President, the Secretary-Treasurer, the Chair of the Council, the Executive Delegates and the Members-at-large of the Executive Committee shall be annually elected pursuant to Part 8.
4.3 A person who is elected to the office of President, Vice President, Secretary-Treasurer, Chair of the Council, an Executive Delegate or a Member-at-large of the Executive Committee pursuant to Part 8 shall:
(a) assume that office immediately after the annual general meeting following their election; and
(b) retire from that office immediately after the subsequent annual general meeting.
4.4 A person who retires from the office of President, Vice President, Secretary-Treasurer, Chair of the Council, an Executive Delegate or a Member-at-large of the Executive Committee pursuant to these Bylaws shall, subject to the requirements of these Bylaws, be eligible for:
(a) re-election to that office;
(b) election to another office on the Executive Committee; or
(c) appointment to an office on the Council
in the year in which they retire from that office or in any subsequent year.
4.5 A person who:
(a) retires from the office of President immediately after an annual general meeting pursuant to Bylaw 4.3(b); and
(b) would otherwise not assume any office as a member of the Executive Committee or the Council immediately after that annual general meeting pursuant to these Bylaws
shall assume the office of Past President immediately after that annual general meeting.
4.6 A person who assumes the office of Past President immediately after an annual general meeting pursuant to Bylaw 4.5 shall retire from that office immediately after the subsequent annual general meeting.
4.7 A person who retires from the office of Past President pursuant to Bylaw 4.6 shall, subject to the requirements of these Bylaws, be eligible for:
(a) election to another office on the Executive Committee; or
(b) appointment to an office on the Council
in the year in which they retire from that office or in any subsequent year.
4.8 The President shall:
(a) serve as the chief executive officer and official spokesperson of the Society;
(b) represent or appoint an alternate to represent the Society in its formal relations with other bodies; and
(c) perform such other duties as usually appertain to the office of President.
4.9 The Vice President shall, in the absence of or at the request of the President, perform any of the duties of the President.
4.10 The Past President, if any, shall, in the absence of or at the request of the Vice President, perform any of the duties of the Vice President.
4.11 The Secretary-Treasurer shall:
(a) ensure the observance of the provisions of Part 17; and
(b) perform such other duties as usually appertain to the office of Secretary-Treasurer.
4.12 The Executive Delegates shall perform such duties as are delegated to them by the Executive Committee.
4.13 The Members-at-large shall in the absence of, or at the request of the Secretary-Treasurer, severally perform any of the duties of the Secretary-Treasurer.
4.14 The Executive Committee shall exercise all powers and perform all functions of the Council between meetings of the Council, subject only to any restriction of those powers which may be imposed by resolution of the Council.
[Bylaws 4.15 and 4.16 deleted.]
4.17 The Member-at-large - Diagnostic Specialties shall communicate with members who practise in the diagnostic fields, whenever possible, through the Specialty Representatives appointed to the Council.
4.18 The Member-at-large - Surgical Specialties shall communicate with members who practise in the surgical fields, whenever possible, through the Specialty Representatives appointed to the Council.
4.19 The Member-at-large - Medical Specialties shall communicate with members who practise in the medical fields, whenever possible, through the Specialty Representatives appointed to the Council.
4.20 The Member-at-large - Alternately Paid Specialists shall communicate with members who are paid on a basis other than fee-for-service, whenever possible, through the Specialty Representatives appointed to the Council.
Part 5 - Meetings of Executive Committee
5.1 The Executive Committee shall meet at the call of the President. The President may call a regular meeting of the Executive Committee at any time, and shall call a regular meeting forthwith upon the written request of at least 4 members of the Executive Committee, subject to Bylaw 5.2.
5.2 Members of the Executive Committee shall be entitled to 5 days’ prior written notice of regular meetings of the Executive Committee. Members of the Executive Committee may waive notice in any fashion before, during or after a meeting of the Executive Committee.
5.3 Notwithstanding Bylaw 5.2, the President may call, and on written request of at least 4 members of the Executive Committee shall call, an emergency meeting of the Executive Committee on 24 hours’ notice. Notice of an emergency meeting need not be in writing.
5.4 The quorum at a meeting of the Executive Committee shall be 3 members of the Executive Committee or any greater number that the Executive Committee determines from time to time.
5.5 Any member of the Executive Committee may participate in a meeting of the Executive Committee by conference telephone or other telecommunication system which permits all participants in the meeting to hear one another, provided that a quorum agrees to such participation.
5.6 The President shall serve as chair of meetings of the Executive Committee, but if at an Executive Committee meeting the President is not in attendance 15 minutes after the time appointed for the holding of the meeting, the Executive Committee members in attendance may choose one of their number to serve as chair.
5.7 Each member of the Executive Committee shall have one vote on all questions arising at meetings of the Executive Committee.
5.8 Questions arising at meetings of the Executive Committee shall be determined by a majority of the votes cast. In the event of an equality of votes, the chair shall not have a second vote in addition to the vote which they may have as a member of the Executive Committee, and the proposed resolution shall fail.
Part 6 - Council
6.1 The following shall be the directors of the Society and shall comprise the Council:
(a) the members of the Executive Committee; and
(b) the Specialty Representatives.
6.2 Each of the following fields of medicine shall be entitled to have a Specialty Representative appointed to the Council:
(a) Allergy and Immunology;
(b) Anesthesiology;
(c) Cardiac Surgery;
(d) Cardiology;
(e) Chest Surgery;
(f) Critical Care Medicine;
(g) Dermatology;
(h) Emergency Medicine;
(i) Endocrinology and Metabolism;
(j) Gastroenterology;
(k) General Internal Medicine;
(l) General Surgery;
(m) Geriatric Medicine;
(n) Hematology and Oncology;
(o) Infectious Diseases;
(p) Laboratory Medicine;
(q) Nephrology;
(r) Neurology;
(s) Neurosurgery;
(t) Obstetrics and Gynecology;
(u) Ophthalmology;
(v) Orthopedics;
(w) Otolaryngology;
(x) Pediatrics;
(y) Physical Medicine and Rehabilitation;
(z) Plastic Surgery;
(aa) Psychiatry;
(bb) Radiology;
(cc) Respiratory Medicine;
(dd) Rheumatology;
(ee) Urology; and
(ff) Vascular Surgery.
6.3 The Specialty Representative for each field of medicine listed in Bylaw 6.2 shall, pursuant to Part 8, be appointed by the Section of the Association of Doctors of BC which represents that field of medicine. Such a Section may additionally, pursuant to Part 8, designate an Alternate who may, in the absence of the Specialty Representative, perform all of the duties of the Specialty Representative on the Council.
6.4 Each field of medicine, other than family practice, which
(a) is not listed in Bylaw 6.2; and
(b) is recognized as a specialty by the Royal College of Physicians and Surgeons of Canada; and
(c) has a minimum of 5 active practitioners who are registrants with the provincial College under the Health Professions Act
shall be entitled to have a Specialty Representative appointed to the Council.
6.5 The Specialty Representative for each field of medicine falling within Bylaw 6.4 shall, pursuant to Part 8, be appointed by the society which
(a) is incorporated under the Societies Act to represent that field of medicine; and
(b) has as members in good standing at least 50% of the active practitioners in that field of medicine who are registrants with the provincial College under the Health Professions Act.
Each society appointing a Specialty Representative under this Bylaw may additionally, pursuant to Part 8, designate an Alternate who may, in the absence of the Specialty Representative, perform all of the duties of the Specialty Representative on the Council.
6.6 Notwithstanding any other provision of these Bylaws, as a condition of entitlement to appoint a Specialty Representative and designate an Alternate under these Bylaws, a Section of the Association of Doctors of BC referred to in Bylaw 6.3, or an incorporated medical society referred to in Bylaw 6.5 shall, before appointing its first Specialty Representative under these Bylaws, and thereafter upon the request of the Society, submit to the Council:
(a) its current constitution and bylaws, or the current rules and regulations governing its affairs, for the approval of the Council; and
(b) a list of its current members, directors and officers.
6.7 Specialty Representatives shall assume office immediately after an annual general meeting of the Society and shall retire from office immediately after the next following annual general meeting. A retiring Specialty Representative shall be eligible for reappointment.
6.7A An Alternate for a Specialty Representative may assume office at any time after an annual general meeting of the Society, and shall retire from office immediately after the next following annual general meeting. A retiring Alternate shall be eligible for redesignation.
6.8 A Specialty Representative shall:
(a) represent the interests of their specialty on the Council; and
(b) communicate the actions and decisions of the Council to the practitioners of their specialty.
[Bylaws 6.9 and 6.10 deleted.]
6.11 The Council shall manage the affairs of the Society and exercise all the powers of the Society subject to the Societies Act and the Constitution and Bylaws of the Society.
6.12 The Council may delegate any of its power to a committee, a member or an employee of the Society for any designated purpose. The Council may establish and discontinue any number of standing and ad hoc committees, and may vary their number, composition and terms of reference at any time.
Part 7 - Meetings of Council
7.1 The Council shall meet at the call of the Executive Committee. The Executive Committee shall call no fewer than 4 regular meetings of the Council in each calendar year.
7.2 Council members shall be entitled to 10 days’ prior written notice of regular meetings of the Council. Council members may waive such written notice in any fashion before, during or after a regular meeting of the Council.
7.2A The Executive Committee may call an extraordinary meeting of the Council at any time.
7.2B The Executive Committee may direct that Council members be permitted to participate in any or all meetings of the Council by telephone or other communications medium which permits all participants in the meeting to communicate with one another.
7.2C Council members shall be entitled to 24 hours’ prior notice of extraordinary meetings of the Council. Council members may waive such notice in any fashion before, during or after an extraordinary meeting of the Council.
7.2D Subject to Bylaw 7.2B, Council members shall participate in meetings of the Council in person.
7.3 The quorum at a meeting of the Council shall be 10 Council members or any number that the Council determines from time to time.
7.4 The Chair of the Council or, if they are not in attendance, one of the other Executive Committee members in attendance, shall serve as chair of meetings of the Council, but if at a Council meeting
(a) there is no Executive Committee member in attendance within 15 minutes after the time appointed for holding the meeting, or
(b) all Executive Committee members in attendance are unwilling to serve as chair,
the Council members in attendance may choose one of their number to serve as chair.
7.5 Voting on a motion at a meeting of the Council shall take place as follows:
(a) the Specialty Representatives in attendance at the meeting shall be invited to vote on the motion and shall have one vote each;
(b) the votes of the Specialty Representatives on the motion shall be counted;
(c) if a simple majority of the Specialty Representatives voting on the motion vote in the affirmative, the motion shall pass;
(d) if a simple majority of the Specialty Representatives voting on the motion vote in the negative, the motion shall fail;
(e) if the number of affirmative votes by Specialty Representatives voting on the motion equals the number of negative votes by Specialty Representatives voting on the motion:
(i) the members of the Executive Committee in attendance at the meeting shall be invited to vote on the motion and shall have one vote each;
(ii) the votes of the members of the Executive Committee on the motion shall be counted;
(iii) if a simple majority of the members of the Executive Committee voting on the motion vote in the affirmative, the motion shall pass; and
(iv) if a simple majority of the members of the Executive Committee voting on the motion vote in the negative or if the number of affirmative votes by members of the Executive Committee voting on the motion equals the number of negative votes by members of the Executive Committee voting on the motion, the motion shall fail.
Part 8 - Annual Elections and Appointments
8.1 The President, the Vice President, the Secretary-Treasurer, the Chair of the Council and the Executive Delegates shall be elected in accordance with Bylaws 8.2 to 8.8.
8.2 Between 14 and 18 weeks prior to an annual general meeting of the Society, there shall be distributed to every member of the Society in good standing nominating papers for the elected offices to be filled, together with a notice specifying the date by which completed nominating papers must be received at the registered address of the Society. Nominating papers received after that date shall be disregarded.
8.3 Any member of the Society in good standing may be nominated for the office of President, Vice President, Secretary-Treasurer, Chair of the Council or an Executive Delegate if the nominee has consented in writing to the nomination and the nominating papers have been signed by one nominator and two seconders, all of whom are members of the Society in good standing.
8.4 If after the specified nominating date there is only one nomination for an elected office to be filled, the single nominee shall be declared elected to that office.
8.5 If after the specified nominating date there are no nominations for an elected office to be filled:
(a) the Council shall, as soon as practicable, nominate one member of the Society in good standing who shall be declared elected to that office; and
(b) notwithstanding Bylaw 4.3, if under paragraph (a) the Council does not nominate a member for that office until after the commencement of the term of office provided for in Bylaw 4.3, the member then nominated by the Council shall assume office immediately after their declared election.
8.6 If after the specified nominating date there is more than one nomination for an elected office to be filled, a ballot shall be prepared containing the names of all nominees for such office. At least 50 days prior to the annual general meeting, one ballot for each such office shall be distributed to every member of the Society in good standing, together with a notice specifying the date, at least 20 days prior to the annual general meeting, by which completed ballots must be received at the registered address of the Society. Ballots received after that date shall be disregarded.
8.7 At least 10 days prior to the annual general meeting, validly returned ballots shall be counted and the winner of the election for each contested office shall be declared elected. Election shall be by simple plurality.
8.8 In the event of a disruption of normal mail service in British Columbia, the Council may extend the dates for receipt of nominating papers, receipt of ballots and counting of ballots for the purposes of Bylaws 8.2, 8.6 and 8.7.
8.9 The Members-at-large of the Executive Committee shall be elected in accordance with Bylaws 8.10 to 8.12A.
8.10 The following committees of the Society shall be established
(a) the Specialty Representatives Committee, which shall be composed of all Specialty Representatives on the Council and shall be the electing committee for the Member-at-large - Alternately Paid Specialists;
(b) the Diagnostic Specialties Committee, which shall be composed of those Specialty Representatives on the Council representing the fields of medicine assigned to that Committee by the Executive Committee and shall be the electing committee for the Member-at-large - Diagnostic Specialties;
(c) the Surgical Specialties Committee, which shall be composed of those Specialty Representatives on the Council representing the fields of medicine assigned to that Committee by the Executive Committee and shall be the electing committee for the Member-at-large - Surgical Specialties; and
(d) the Medical Specialties Committee, which shall be composed of those Specialty Representatives on the Council representing the fields of medicine assigned to that Committee by the Executive Committee and shall be the electing committee for the Member-at-large - Medical Specialties.
8.11 Each Member-at-large of the Executive Committee shall be elected by the electing committee for that Member-at-large under Bylaw 8.10. Each such election shall be by simple plurality, with each Specialty Representative on the electing committee having one vote and the nominee receiving the highest number of votes being declared elected.
8.12 Any member of the Society in good standing may be nominated for the office of a Member-at-large of the Executive Committee if the nominee has consented in writing to the nomination and the nominating papers have been signed by one nominator and two seconders, all of whom are members in good standing of the Society.
8.12A Notwithstanding Bylaw 4.3, if an electing committee referred to in Bylaw 8.10 does not elect a member of the Society in good standing as a Member-at-large of the Executive Committee until after the commencement of the term of office provided for in Bylaw 4.3, the member then elected by that electing committee shall assume office immediately after their election.
8.13 Subject to Bylaw 8.14, before the conclusion of each annual general meeting of the Society, each Section of the Association of Doctors of BC referred to in Bylaw 6.3 and each incorporated medical society referred to in Bylaw 6.5 shall, by written notice to the Society, appoint a member of the Society in good standing as a Specialty Representative, to assume office immediately after that annual general meeting.
8.14 If by the conclusion of an annual general meeting of the Society, a Section of the Association of Doctors of BC referred to in Bylaw 6.3 or an incorporated medical society referred to in Bylaw 6.5 has not appointed a Specialty Representative by written notice to the Society in accordance with Bylaw 8.13, and at that time:
(a) there is in office a retiring Specialty Representative previously appointed by that Section or society who is not assuming another office as a Council member or Alternate after that annual general meeting, the Section or society is deemed to have reappointed that retiring Specialty Representative to office for a further term; or
(b) there is not in office a retiring Specialty Representative previously appointed by that Section or society, as referred to in paragraph (a):
(i) the Section or society shall as soon as practicable after that annual general meeting, by written notice to the Society, appoint a member of the Society in good standing as a Specialty Representative; and
(ii) notwithstanding Bylaw 6.7, the member appointed under subparagraph (i) shall assume office immediately after their appointment.
8.15 Before the conclusion of an annual general meeting of the Society, a Section of the Association of Doctors of BC referred to in Bylaw 6.3 or an incorporated medical society referred to in Bylaw 6.5 may, by written notice to the Society, designate a member of the Society in good standing as the Alternate for the Specialty Representative appointed by that Section or society, to assume office immediately after that annual general meeting.
8.16 If by the conclusion of an annual general meeting of the Society, a Section of the Association of Doctors of BC referred to in Bylaw 6.3 or an incorporated medical society referred to in Bylaw 6.5 has not designated an Alternate by written notice to the Society in accordance with Bylaw 8.15:
(a) that Section or society may at any time after that annual general meeting, by written notice to the Society, designate a member of the Society in good standing as the Alternate for the Specialty Representative appointed by that Section or society; and
(b) the member designated under paragraph (a) shall assume office immediately after their designation.
[Bylaws 8.17 and 8.18 deleted.]
8.19 Unless otherwise provided in these Bylaws, a member of the Society may not hold more than one of any of the following offices at any one time:
(a) a member of the Executive Committee; or
(b) a Specialty Representative or Alternate.
8.20 Without limiting the generality of Bylaw 8.19, a Specialty Representative or Alternate who is elected to office as a member of the Executive Committee shall resign from office as a Specialty Representative or Alternate before assuming office as a member of the Executive Committee.
Part 9 - Vacancy and Removal of Directors
9.1 A vacancy is deemed to have occurred in the office of a member of the Executive Committee, or in the office of a Specialty Representative or Alternate, if the person occupying that office
(a) resigns, is removed from, or otherwise ceases to occupy that office;
(b) ceases to be a member of the Society in good standing; or
(c) fails to attend, without reason acceptable to the Council, three or more consecutive meetings which they are required to attend.
9.2 A President, Vice President, Past President, Secretary-Treasurer, Chair of the Council or Executive Delegate may be removed from office by special resolution of the members of the Society in good standing, the voting on which shall be conducted by ballot. Any such Executive Committee member shall cease to hold office immediately upon the passage of such a resolution.
9.3 The Council may initiate a removal vote pursuant to Bylaw 9.2 by two-thirds majority resolution at a meeting at which the Council members have received 10 days’ prior written notice of the resolution.
9.4 No more than 20 days after the initiation of a removal vote by the Council, a ballot shall be distributed to every member of the Society in good standing, together with a notice specifying the date, between 20 and 30 days after distribution, by which completed ballots must be received at the registered address of the Society. Ballots received after that date shall be disregarded.
9.5 All validly returned ballots shall be counted within 5 days of the date specified for the return of the ballots.
9.6 Any vacancy in the office of President shall:
(a) if a person occupies the office of Vice President on the date on which the vacancy is deemed to have occurred, be filled by that person, who shall:
(i) resign from the office of Vice President and assume the office of President on that date; and
(ii) retire from the office of President immediately after the next following annual general meeting; or
(b) if a person does not occupy the office of Vice President on the date on which the vacancy is deemed to have occurred, either:
(i) be filled for the balance of the term of office by a member of the Society in good standing, who shall:
(A) be appointed to the office of President by the Executive Committee;
(B) assume that office on the date of their appointment under clause (A); and
(C) retire from that office immediately after the next following annual general meeting; or
(ii) remain unfilled for the balance of the term of office
at the option of the Executive Committee.
9.7 Any vacancy in the office of Vice President shall either:
(a) be filled for the balance of the term of office by a member of the Society in good standing, who shall:
(i) be appointed to the office of Vice President by the Executive Committee;
(ii) assume that office on the date of their appointment under subparagraph (i); and
(ii) retire from that office immediately after the next following annual general meeting; or
(b) remain unfilled for the balance of the term of office
at the option of the Executive Committee.
9.8 Any vacancy in the office of Past President shall not be filled for the balance of the term of office.
9.9 Any vacancy in the office of Secretary-Treasurer or Chair of the Council shall either:
(a) be filled for the balance of the term of office by a Specialty Representative, who shall:
(i) be appointed to the vacant office by the Council;
(ii) on the date of their appointment under subparagraph (i), resign from the office of Specialty Representative and assume the office to which they are appointed; and
(iii) retire from the office which they assume under subparagraph (ii) immediately after the next following annual general meeting; or
(b) remain unfilled for the balance of the term of office
at the option of the Council.
9.9A Any vacancy in the office of an Executive Delegate shall either:
(a) be filled for the balance of the term of office by a member of the Society in good standing, who shall:
(i) be appointed to the office of Executive Delegate by the Executive Committee;
(ii) assume that office on the date of their appointment under subparagraph (i); and
(iii) retire from that office immediately after the next following annual general meeting; or
(b) remain unfilled for the balance of the term of office
at the option of the Executive Committee.
9.10 A Member-at-large of the Executive Committee may be removed from office by two-thirds majority resolution of the electing committee for that Member-at-large under Bylaw 8.10, provided that the members of that electing committee have received 10 days’ prior written notice of the resolution. A Member-at-large who is removed from office by such a special resolution shall cease to hold office immediately upon the passage of the resolution.
9.11 Any vacancy in the office of a Member-at-large of the Executive Committee shall either:
(a) be filled for the balance of the term of office by a member of the Society in good standing, who shall:
(i) be elected to the office of Member-at-large of the Executive Committee in accordance with Bylaws 8.11 and 8.12 by the electing committee for that Member-at-large under Bylaw 8.10;
(ii) assume that office on the date of their election under subparagraph (i); and
(iii) retire from that office immediately after the next following annual general meeting; or
(b) remain unfilled for the balance of the term of office
at the option of that electing committee.
9.12 The Section of the Association of Doctors of BC or the incorporated medical society which has appointed or is deemed to have appointed a Specialty Representative under these Bylaws:
(a) may, by written notice to the Society, remove that Specialty Representative from office; and
(b) shall, by written notice to the Society, fill any vacancy that occurs in the office of that Specialty Representative by appointing a consenting member of the Society in good standing for the remainder of the Specialty Representative’s term of office.
9.13 The Section of the Association of Doctors of BC or the incorporated medical society which has designated an Alternate for a Specialty Representative under these Bylaws:
(a) may, by written notice to the Society, remove that Alternate from office; and
(b) may, by written notice to the Society, fill any vacancy that occurs in the office of that Alternate by designating a consenting member of the Society in good standing for the remainder of the Alternate’s term of office.
[Bylaw 9.14 deleted.]
[Part 10 deleted.]
Part 11 - Amendment of Constitution and Bylaws
11.1 The Constitution and Bylaws of the Society shall not be amended except by special resolution of the members of the Society in good standing.
11.2 A special resolution to amend the Constitution or Bylaws of the Society may be proposed by:
(a) any member of the Society in good standing, if the proposal to amend has been signed by two seconders who are also members of the Society in good standing;
(b) the Council; or
(c) any committee of the Society.
11.3 A special resolution to amend the Constitution or Bylaws of the Society proposed by a member of the Society pursuant to Bylaw 11.2(a) must be in writing and must be received at the registered address of the Society at least 15 weeks prior to the general meeting of the Society at which it is to be considered.
11.4 A special resolution to amend the Constitution or Bylaws of the Society validly proposed by a member of the Society pursuant to Bylaws 11.2(a) and 11.3 shall be a referred to a committee designated by the Council, which shall consult with the proposer and shall vary the resolution to the extent necessary to ensure compliance with the Societies Act and avoid inconsistency with other provisions of the Constitution and Bylaws which the proposer does not intend to amend.
Part 12 - Notices
12.1 In this Part, “notice” includes a nominating paper, a ballot and a special resolution.
12.1A Unless otherwise specifically permitted in these Bylaws, notices referred to in these Bylaws shall be in writing.
12.1B A notice required or permitted by these Bylaws to be delivered or distributed to a member of the Society may, in the discretion of the Society, be delivered or distributed:
(a) by hand to the member;
(b) by mail to the mailing address of the member;
(c) by fax to a fax number of the member entered in the membership records of the Association of Doctors of BC;
(d) by email to an email address of the member entered in the membership records of the Association of Doctors of BC; or
(e) by mail to the registered address of the member.
12.2 A notice delivered:
(a) by mail shall be deemed to have been given on the third business day following the day on which the notice was mailed; or
(b) by fax or email shall be deemed to have been given on the day that the fax or email was transmitted.
12.3 Accidental failure to give notice or failure of a particular member to receive notice shall not affect the validity of the meeting or other process to which the notice relates.
Part 13 - Rules of Order
13.1 Subject to these Bylaws, Robert’s Rules of Order shall govern procedure at all meetings of the Society, the Council, the Executive Committee and all other committees of the Society.
Part 14 - Seal
14.1 The Council may provide a common seal for the Society and shall have power from time to time to destroy it and substitute a new seal in place of the seal destroyed.
14.2 Subject to Bylaw 14.3, the common seal shall be affixed only when authorized by a resolution of the Council and then only in the presence of the persons prescribed in the resolution or if no persons are prescribed, in the presence of the President and any other Council member, the Vice President and any other Council member, or the Secretary-Treasurer and any other Council member.
14.3 The Secretary-Treasurer may affix the common seal of the Society to a true copy of any document, record or resolution of the Society for the purpose of authenticating the same.
Part 15 - Finances
15.1 In order to carry out the purposes of the Society, the Council may, on behalf of and in the name of the Society, borrow, raise, guarantee and secure the payment or repayment of money, and in particular but without limiting the generality of the foregoing, by the issue of debentures.
15.2 No debenture shall be issued without the sanction of a special resolution, which resolution may refer to a particular issue of debentures or may confer on the Council a general power to issue debentures for a period not exceeding one year from the date on which the resolution is passed, or for an amount not exceeding a specified aggregate amount in such a period.
15.3 The Council may invest the funds of the Society in any securities or other investments only with the objective of making investments that a reasonable and prudent investor would make to avoid undue risk and obtain a reasonable return.
15.4 The members of the Society may by special resolution restrict the borrowing powers of the Council but a restriction so imposed shall expire at the next annual general meeting following the general meeting at which the special resolution is passed.
15.5 Subject to the Societies Act, the Society may:
(a) pay remuneration to Executive Committee members for being Executive Committee members, to Council members for being Council members, and to members of standing or ad hoc committees of the Society for being members of such committees;
(b) reimburse Executive Committee members, Council members and members of standing and ad hoc committees of the Society reasonable expenses necessarily incurred by them in performing their duties in those offices; and
(c) under contract:
(i) pay remuneration to an Executive Committee member, Council member or member of a standing or ad hoc committee of the Society for providing services to the Society in addition to performing the duties of their office; and
(ii) reimburse the Executive Committee member, Council member or member of the standing or ad hoc committee of the Society expenses incurred by them in providing those services.
15.6 The Society shall operate without purpose of gain or profit to its members and any profits or other accretions to the Society shall be used in promoting its purposes. This provision was previously unalterable.
Part 16 - Auditor
16.1 An auditor of the Society may, by ordinary resolution passed at an annual general meeting, be appointed to hold office until the close of the next annual general meeting.
16.2 If there is a vacancy in the office of auditor of the Society created by resignation, death or otherwise, other than by removal under Bylaw 16.3, the Council may appoint an auditor of the Society to hold office until the close of the next annual general meeting.
16.3 Subject to the Societies Act:
(a) an auditor of the Society may, by ordinary resolution passed at a general meeting called for the purpose, be removed prior to the expiry of the auditor’s term of office; and
(b) if an ordinary resolution referred to in paragraph (a) is passed at a general meeting, an auditor of the Society shall, by ordinary resolution passed at the meeting, be appointed for the remainder of the term of office of the auditor referred to in paragraph (a).
16.4 An auditor of the Society shall be entitled to receive notices and communications relating to general meetings, and to attend and be heard at general meetings, as provided for in the Societies Act.
Part 17 - Records
17.1 All documents, copies, registers, minutes and records, including financial records of the Society, shall be kept at the registered office of the Society or such other place as the Council may determine.
17.2 The Society shall cause to be kept proper books of account and accounting records in respect of all financial and other transactions of the Society in order to properly record the financial affairs and condition of the Society and to comply with the Societies Act.
17.3 Unless otherwise determined by the Council, only the Council members and the auditors, if any, of the Society shall be entitled to inspect the accounting records of the Society.
17.4 Minutes of every meeting of the Society, the Council and each committee of the Society shall be prepared by the secretary of the meeting or by such other person as the meeting approves, shall be kept at the registered office of the Society, shall, except for the minutes of confidential committees so specified by the Council, be open to inspection by any member of the Society in good standing and shall be distributed as follows:
(a) minutes of all meetings of the Council and of the Executive Committee shall be distributed to all Council members;
(b) minutes of all meetings of each committee of the Society shall be distributed to the members of the committee and, on their request, to the Council members.
Part 18 - Affiliation
18.1 The Society may appoint representatives and alternate representatives to such bodies of the Association of Doctors of BC as may be designated from time to time.
Part 19 - Microallocation of Funds
19.1 In this Part, microallocation means the distribution, among the Association of Doctors of BC Sections referred to in Bylaw 6.3 and the Incorporated Medical Societies referred to in Bylaw 6.5, of new funds available for general distribution among specialist physicians and surgeons.
19.2 If new funds are available for general distribution among specialist physicians and surgeons and the Association of Doctors of BC requests that the Society undertake the distribution of those new funds, a microallocation shall be determined under this Part.
19.3 The Council shall establish a Microallocation Working Committee whose composition will be at the discretion of the Council. The Committee shall include at least one representative for each of the diagnostic, surgical and medical groups of specialties.
19.4 The Microallocation Working Committee shall collect, maintain and analyze data relevant to the microallocation process and, upon the request of the Council, shall report to the Council with recommendations for settlement of a microallocation.
19.5 All Council members, and all designated Alternates, shall receive at least 6 weeks advance notice by registered mail of any Council meeting convened for the purpose of settling a microallocation. Such a meeting may be adjourned from time to time and place to place without further such notice.
19.6 A microallocation shall be settled solely by the Specialty Representatives on the Council. The members of the Executive Committee shall be entitled to speak to, but not vote on, resolutions for settlement of a microallocation.
19.7 A microallocation shall be settled when no Specialty Representative casts a dissenting vote against a settlement resolution duly voted on at a Council meeting convened in accordance with Bylaw 19.5. Such a settlement shall be binding on the Council and all members of the Society.
19.8 The Council may, by resolution, obtain the services of a mediator to assist the Specialty Representatives in the settlement of a microallocation. The Executive Committee shall appoint an independent, non-medical mediator of its choice forthwith upon the passing of such a resolution.
19.9 The conduct and administration of the mediation process shall be determined by the mediator.
19.10 The appointment of a mediator pursuant to Bylaw 19.8 shall be terminated upon the occurrence of any of the following events:
(a) the passing of a resolution of termination by the Council;
(b) the receipt by the Council of a written report from the mediator that further mediation is unlikely to result in the settlement of the microallocation; or
(c) the failure of the Specialty Representatives to settle the microallocation within 30 days of the commencement of the Council meeting convened for that purpose.
19.11 If the Specialty Representatives are unable to settle a microallocation within 30 days of the commencement of the Council meeting convened for that purpose, the microallocation shall be settled by arbitration. The Executive Committee shall appoint an independent, non-medical arbitrator of its choice forthwith upon the lapsing of such a 30-day period. The Executive Committee may, in its discretion, appoint as arbitrator a person who has served as mediator in the process.
19.12 The parties to the arbitration shall be the Association of Doctors of BC Sections referred to in Bylaw 6.3 and the Incorporated Medical Societies set out in Bylaw 6.5. The Council and the Executive Committee shall not be parties to the arbitration.
19.13 Each party shall have the option of presenting evidence and making representations to the arbitrator singly or, by mutual agreement, jointly with one or more other parties. The parties shall be represented before the arbitration solely by members of the Society. The arbitrator shall otherwise determine the conduct and administration of the arbitration process.
19.14 The arbitrator shall issue a decision and reasons within 30 days of the conclusion of the arbitration hearings. The decision of the arbitrator shall be binding on the parties, the Council and all members of the Society.
19.15 The arbitrator shall determine whether frivolous or vexatious conduct on the part of any of the parties has precipitated the arbitration process. If the arbitrator determines that such conduct has not taken place, the arbitrator’s fees and expenses shall be borne by the parties on a per capita basis according to the size of their memberships. If the arbitrator determines that such conduct has taken place, the party or parties guilty of that conduct shall bear a greater share of such fees and expenses, to be decided in the discretion of the arbitrator.
19.16 Each party shall bear its own costs of the arbitration.