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FMAH By-Laws

Family Medicine Association of Hamilton (FMAH)

 

BE IT ENACTED as a by-law of the Corporation as follows:

ARTICLE ONE

Interpretation

1.01 Definitions
In this by-law and all other by-laws and special resolutions of the Corporation, unless the context otherwise requires:

"Act" means the Corporations Act of Ontario, and any Act that may be substituted therefore, as from time to time amended;

"Board" means the Board of Directors of the Corporation;

"by-laws" means this by-law and all other by-laws of the Corporation from time to time and effect;

"Corporation" means the corporation incorporated as a corporation without share capital under the Act by letters patent dated the 5th day of May 1997;

"letters patent" means the letter patent incorporating the Corporation, as from time to time amended and supplemented by supplementary letters patent;

"meeting of members" includes an annual meeting of *members and a special meeting of members;

words importing the singular number include the plural and vice versa; words importing the masculine gender includes the feminine gender; and words importing persons include individuals, corporations, partnerships, trusts and unincorporated organizations.

ARTICLE TWO

Business of Corporation

2.01 Head Office
Until changed in accordance with the Act, the head office of the Corporation shall be in the City of Hamilton, the Province of Ontario.

2.02 Corporate Seal
Until changed in accordance with the Act, the corporate seal of the Corporation shall be in the form impressed hereon.

2.03 Financial Year
Until otherwise ordered by the Board, the financial year of the Corporation shall end on the 31st of December in each year.

2.04 Execution of the Instruments
Deeds, transfers, assignments, contracts, obligations, certificates and other instruments may be signed on behalf of the Corporation by the president or vice-president or a director and by the secretary or the treasurer or an assistant secretary or another director. In addition, the Board may from time to time direct the manner in which and the person or persons whom any particular instrument or class of instruments may or shall be signed. Any person authorized to sign an instrument on behalf of the Corporation may affix the corporate seal thereto.

2.05 Banking Arrangement
The banking business of the Corporation shall be transacted with such banks, trust companies or other firms or corporations as may from time to time be designated by or under the authority of the Board. Such banking business or any part thereof shall be transacted under such agreements, instruments and delegations of powers as the Board may from time to time prescribe or authorize.

2.06 Voting Rights in Other Companies
The proper signing officers of the Corporation may execute and deliver instruments of proxy and arrange for the issuance of voting certificates or other evidence of the right to exercise the voting rights attaching to any shares or other securities held by the Corporation. Such instruments, certificates or other evidence shall be in favour of such person or persons may be determined by the officers signing them or arranging therefor.

ARTICLE THREE

Directors

3.01 Number of Directors and Quorum
The affairs of the Corporation shall be managed by its Board of Directors. Until changed in accordance with the Act, the number of directors shall be not less than nine (9) and not more than eleven (11) of whom a majority shall constitute a quorum for the transaction of business. Notwithstanding vacancies the remaining directors may act if constituting a quorum.

3.02 Qualification

No person shall be qualified as a director unless he or she shall be eighteen or more years of age and shall at the time of his or her election and throughout his or her term of office be a member of the Corporation; provided that person who is not a member of the Corporation may be a director if he or she is otherwise qualified and if he or she becomes a member of the Corporation within ten(10) days after his or her election, subject to the provisions of the Act. No person shall be qualified as a director unless he or she is licensed family physician or general practitioner in the region of Hamilton or family medicine (FM) resident in the McMaster University program, Hamilton sites.  

3.03 Election and term
The Board of Directors shall consist of the Chief of the Department of Family Medicine at the Hamilton Health Sciences, the Chief of the Department of Family Medicine at St. Joseph's Healthcare, an appointed executive member or the chair of the Section of Family Medicine at the Hamilton Academy of Medicine, the Chair of the Department of Family Medicine, McMaster University, the Lead Physician of the Hamilton Family Health Team or designate, a FM  resident and 5 additional directors elected from the membership at large.

Directors shall be elected to replace directors whose terms have expired at the annual meeting of members. The term of office for directors shall be three years. Each director shall be eligible to serve a maximum of three (3) successive terms after which time he or she must retire form the Board for a period of not less than one(1) year from the time of the Annual General Meeting. The FM resident will typically be elected through the first year residency program and serve a two year term and on completion of program could then be elected as a regular director with all the responsibilities therein. 

3.04 Removal of Directors or President
The members may, by resolution passed by at least two-thirds of the votes cast thereon at a general meeting of members called for the purpose, remove any elected director before the expiration of his or her term of office and may, by majority vote at that meeting, elect any person in his or her stead for the remainder of his or her term.

3.05 Vacation of office
A director shall be deemed to have vacated his or her office as director upon the occurrence of any of the following events: (a) if a receiving order is made against a director or if a director makes an assignment under the Bankruptcy Act; (b) if an order is made declaring a director to be a mentally incompetent person or incapable of managing his or her affairs; (c) if a director ceases to be qualified as provided in section 3.02; (d) if an elected director shall be removed from office by resolution of the members as provided in section 3.04; or (e) if by notice in writing to the Corporation the director resigns his or her office and such resignation, if not effective immediately, becomes effective in accordance with its terms; (f) if a director who holds his or her position as director by virtue of his or her position as the Chief or Chair of one of the four departments of Family Medicine referred to in paragraph 3.03 above, he or she shall be replaced by the new Chief or Chair, or such acting is appointed or elected by this governing body until a new Chief or Chair is appointed.

3.06 Vacancies

Vacancies on the Board may be filled for the remainder of its term of office either by the members at a general meeting of members called for the purpose or by the Board if the remaining directors constitute a quorum. If the number of directors is increased, a vacancy or vacancies on the Board to the number of authorized increase shall thereby be deemed to have occurred which may be filled in the manner above provided.


3.07 Calling of meetings
Meetings of the Board shall be held from time to time at the call of the board or the president or any two directors. Notice of the time and place of every meeting so called shall be given to each director not less than 48 hours (excluding Saturdays, Sundays and bank holidays) before the time when the meeting is to be held, save that no notice of a meeting shall be necessary if all the directors are present or if those absent waive notice of or otherwise signify their consent to such meeting being held.

3.08 First meeting of new Board
Provided a quorum of directors be present, each newly elected Board may without notice hold its first meeting immediately following the meeting of members at which such Board is elected.

3.09 Regular meetings
The board may appoint a day or days in any month or months for regular meetings at a place and hour to be named. A copy of any resolution of the Board fixing the place and time of regular meetings of the Board shall be sent to each director forthwith after being passed, but no other notice shall be required for any such regular meeting.

3.10 Place of meeting
Meetings of the Board shall be held at the head office of the Corporation or elsewhere in Ontario or if the board so determines or any absent directors consent, at some place outside Ontario.

3.11 Chairperson
The president or, in the president's absence, a vice-president who is a director shall be chairperson of any meetings of directors. If no such officer is present, the directors present shall choose one of their number to be chairperson.

3.12 Votes to govern
At all meetings of the board every question shall be decided by consensus.  If consensus cannot be reached, then the question will be decided by a majority of the votes cast.

3.13 Interest of directors in contracts
Subject to the provisions of the Act, no director shall be disqualified by his or her office from contracting with the corporation nor shall any contract or arrangement entered into by or on behalf of the Corporation with any director or in which any director is in any way interested by liable to be avoided nor shall any director so interested be liable to be avoided nor shall any director so interested by liable to account to the Corporation or any of its members or creditors for any profit realized from any such contract or arrangement by reason of such director holding that office or the fiduciary relationship thereby established.

3.14 Declaration of interest
It shall be the duty of every director of the Corporation who is in any way, whether directly or indirectly, interested in a contract or arrangement or proposed contract or proposed arrangement with the Corporation to declare such interest to the extent, in the manner and at the time required by the Act.

3.15 Remuneration
The directors shall serve as such without remuneration but shall be entitled to be paid their traveling and other expenses properly incurred by them in attending meetings of the Board or of the members. Nothing herein contained shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

3.16 Executive Committee
Whenever the Board consists of more than six directors, the Board may elect from its number an executive committee consisting of not less than three, which committee shall have power to fix its quorum at not less than a majority of its members and may exercise all the powers of the Board, subject to any regulations imposed from time to time by the Board.

3.17 Other committees
The Board of Directors may by resolution create one or more other committees which may but need not include members of the Board. Until otherwise provided, the president shall be a member ex-officio of all committees. Other committees created by the Board of Directors shall be given written terms of reference by the Board.

3.18 Ex-officio Directors
The Board may from time to time appoint persons to serve as ex-officio directors of the corporation. Such persons may or may not be members of the Corporation. The ex-officio directors shall not be voting members of the Board. The ex-officio directors shall serve at the pleasure of the Board.

3.19 Revision of the By-laws
The Board will appoint a committee of three members to make recommendations about revision of the by-laws on an annual basis.

ARTICLE FOUR

Officers

4.01 Election of President
The Board shall elect from among its members a president using its committee on nominations.

4.02 Appointment of Other Officers
(a) The Board shall appoint or elect a secretary, a treasurer and such other officers as the Board determines. The officers so appointed or elected may but need not be directors and one person may hold more than one office, save that the president may not hold the office of secretary.

(b) The Board may appoint one or more vice-presidents from the officers or directors.

4.03 Terms of Office and Remuneration
The terms of employment and remuneration of officers appointed by the Board shall be settled by it from time to time. The board may remove at its pleasure any officer of the Corporation, without prejudice to such officer's rights under any employment contract. Otherwise each office elected or appointed by the Board shall hold office under a successor is elected or appointed, except that the term of office of the president shall expire if and when he or she shall cease to be a director.

4.04 President
The president shall have the general management and direction, subject to the authority of the Board, of the business and affairs of the Corporation and the power to appoint and remove any and all employees and agents of the Corporation not elected or appointed by the Board and to settle the terms of their employment and remuneration.

4.05 Vice-President
During the absence or disability of president, his or her duties shall be performed and his or her powers exercised by the vice-president or, if there are more than one, by the vice-presidents in order of seniority.

4.06 Secretary
The secretary shall attend and be the secretary of all meetings of members and directors and shall enter or cause to be entered in books kept for that purpose minutes of all proceeding thereat. He or she shall give or cause to be given, as and when instructed, all notices to members and directors. He or she shall be the custodian of the stamp or mechanical device generally used for affixing the corporate seal of the Corporation and of all books, papers, records, documents and other instruments belonging to the Corporation except when some other office or agent has been appointed for that purpose.

4.07 Treasurer
The treasurer shall keep full and accurate books of account in which shall be recorded to all receipts and disbursements of the Corporation and, under the direction of the Board, shall control the deposit of money, the safekeeping of securities and the disbursement of the funds of the Corporation. He or she shall render to the Board whenever required an account of all his or her transactions as treasurer and of the financial position of the Corporation.

4.08 Other Officers
The duties of all other officers of the Corporation shall be such as the terms of their engagement call for or as the Board or the president may prescribe. Any of the powers and duties of an officer to whom an assistant has been appointed may be exercised and performed by such assistant, unless the Board or the president otherwise directs.

4.09 Variation of duties
From time to time the president may add to the duties of any other office and may vary or limit such additional duties. From time to time the Board may vary, add to or limit the powers and duties of any officer.

4.10 Agents and attorneys
The Board shall have power from time to time to appoint agents or attorneys for the Corporation in or out of Canada with such powers of management or otherwise (including the power to sub-delegate) as may be thought fit.

4.11 Committee on Nominations

Not less than three months prior to the date of the Annual General Meeting, the Board shall appoint three members of the Association, a Past President who shall be chairperson and two other members who can be retiring Board members or not members of the Board and who shall together constitute a Nominating Committee for the purpose of nominating a President Elect, Secretary, Treasurer and Members of the Board. The Nominating Committee shall submit a report of its nominees to the Board at least two months prior to the date of the Annual General Meeting of the Association and the Board shall forthwith forward the report of the Nominating Committee to the members of the Association.

ARTICLE FIVE

Protection of Directors and Officers

5.01 Limitation of Liability
No director or officer of the Corporation shall be liable for the acts, receipts, neglects or defaults of any other director or officer or employee, or for joining in any receipt or other act for conformity, or for any loss, damage or expense happening to the Corporation through the insufficiency of deficiency of title to any property acquired by order of the Board for or on behalf of the Corporation, or for the insufficiency or deficiency of any security in or upon which any of the moneys of the Corporation shall be invested, or for any loss or damage arising from the bankruptcy, insolvency or tortuous act of any person with whom any of the moneys, securities or effects of the Corporation shall be deposited, or for any loss occasioned by any error of judgment or oversight on his or her part, or for any other loss, damage or misfortune whatever which shall happen in the execution of the duties of his or her office or in relation thereto unless the same are occasioned by his or her own willful neglect or default.

5.02 Indemnity

All directors and officers 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 Corporations from and against:

 

(a) all costs, charges and expenses whatsoever that such director or officer sustains or incurs in or about any action, suit or proceeding that is brought, commenced or prosecuted against him or her for or in respect of any act, deed, matter or thing whatsoever made, done or permitted by him or her in or about the execution of the duties of his or her office; and

(b) all other costs, charges and expenses that he or she sustains or incurs in or about or in relations to the affairs of the Corporation except such costs, charges or expenses as are occasioned by his or her own willful neglect or default.

5.03 Validity of actions
No act or proceeding of any director or Board of Directors shall be deemed invalid or ineffective by reason of the subsequent ascertainment of any irregularity in regard to such act or proceeding or the qualifications of such director or Board of Directors.

5.04 Directors' reliance
Directors may rely upon the accuracy of any statement or report prepared by the Corporation's auditors and shall not be responsible or held liable for any loss or damage resulting from acting upon such statement or report.

ARTICLE SIX

Members

6.01 Members
The members shall consist of all licensed family physicians and general practitioners who practice in the Region of Hamilton, or have privileges at one of the hospitals in the Region of Hamilton. It shall also include family medicine (FM) residents of McMaster University, Hamilton sites. They will be non-voting members.

6.02 Term of membership
The interest of a member in the Corporation is not transferable and lapses and ceases to exist upon his or her death or when he or she ceases to be a member by resignation or otherwise in accordance with the by-laws of the Corporation.

6.03 Resignation
Members may resign by resignation in writing which shall be effective upon any date or time on or after the execution of the instrument of resignation. In the case of resignation, a member shall remain liable for payment of any assessment or other sum levied or which became payable by him or her to the Corporation prior to acceptance of his or her resignation.

6.04 Removal
Upon thirty days' notice in writing to a member of the Corporation, the Board may pass a resolution authorizing the removal of such member from the register of members of the Corporation and thereupon such person shall cease to be a member of the Corporation. Any such member may reapply for membership in the Corporation.

6.05 Dues
There shall be no dues or fees payable by members except such, if any, as shall from time to time be fixed by the Board of Directors, which vote shall become effective only when confirmed by a majority vote of the members at an annual or other general meeting.

The Secretary shall notify the members of the dues or fees at any time payable by them, if any are not paid within sixty (60) days of the date of such notice the members in default shall thereupon automatically cease to be members of the corporation, but any such members may on payment of all unpaid dues or fees be reinstated by a majority vote of the Board of Directors.

ARTICLE SEVEN

Meetings of Members

7.01 Annual meetings
The annual meeting of the members shall be held at such time and on such a day in each year as the Board or the president may from time to time determine, for the purpose of receiving the reports and statements required by the Act to be placed before the annual meeting, electing directors, appointing auditors and fixing or authorizing the Board to fix their remunerations, and for the transaction of such other business as may properly be brought before the meeting.

7.02 Special meetings
The Board or the president shall have power to call a special meeting of members at any time.

7.03 Place of meetings
Meetings of members shall be held at the head office of the Corporation or elsewhere in the municipality in which the head office is situate or, pursuant to section 7.05 or if the Board shall so determine, at some other place in Ontario.

7.04 Notice of meetings
Notice of the time and place of each meeting of members shall be given in the manner hereinafter provided not less than ten days before the day on which the meeting is to be held to each member of record at the close of business on the day on which the notice is given who is entered in the books of the Corporation. Notice of a special meeting of members shall state the general nature of the business to be transacted at it. The auditors of the Corporation are entitled to receive all notices and other communications relating to any meeting of members that any member is entitled to receive.

7.05 Meetings without notice
A meeting of members may be held at any time and place without notice if all the members entitled to vote thereat are present in person or represented by proxy, or if those not present or represented by proxy waive notice or otherwise consent to such meeting being held, and at such meeting any business may be transacted which the Corporation at a meeting of members may transact.

7.06 Chairperson, secretary and scrutineers
The president or, in the president's absence, a vice-president who is a director of the Corporation shall be chairperson of any meeting of members. If not such officer be present within fifteen minutes from the time fixed for holding the meeting, the persons present and entitled to vote shall choose one of their number to be chairperson. If the secretary of the Corporation be absent, the chairperson shall appoint some person, who need not be a member, to act as secretary of the meeting. If desired, one of more scrutineers, who need not be members, may be appointed by a resolution or by the chairperson with the consent of the meeting.

7.07 Persons entitled to be present
The only persons entitled to attend a meeting of members shall be those entitled to vote thereat, the auditors of the Corporation and others who, although not entitled to vote, are entitled or required under any provision of the Act or the letters patent or by-laws to be present at the meeting. Any other person may be admitted only on the invitation of the chairperson of the meeting or with the consent of the meeting.

7.08 Quorum
A quorum for the transaction of business at any meeting of members shall be ten percent (10%) of members in good standing, present in person and each entitled to vote thereat.

7.09 Right to vote
At any meeting of members every person shall be entitled to vote who is at the time of the meeting entered in the books of the Corporation as a member in good standing.

7.10 Proxies
At any meeting of members a proxy duly and sufficiently appointed by a member shall be entitled to exercise, subject to any restrictions expressed in the instrument appointing him or her, the same voting rights that the member appointing him or her would be entitled to exercise if present at the meeting. A proxy need not be a member. An instrument appointing a proxy shall be in writing and, if the appointee is a corporation, shall be under its corporate seal, subject to the Act. An instrument appointing a proxy shall be acted on only if, prior to the time of voting, it is deposited with the secretary of the Corporation or of the meeting or as may be directed in the notice calling the meeting.

7.11 Votes to govern
At any meeting every question shall, unless otherwise required by the letters patent or by-laws of the Corporation or by law, be determined by the majority of the votes duly cast on the question.

7.11a Extraordinary Questions
Any question that will be recommended to members which involves changes in the objectives of the organizations, as outlined in the Articles of Incorporation and the Vision and Objectives of Family Medicine Association of Hamilton, will be voted on a referendum by members of the organization and that extraordinary questions will be determined by a majority, 50 + 1, of the votes duly cast on the question.

7.12 Show of hands
Any question at a meeting of members shall be decided by a show of hands unless, after a show of hands, a poll thereon is required or demanded as hereinafter provided. Upon a show of hands every person who is present and entitled to vote shall have one vote. Whenever a vote by show of hands have been taken upon a question, unless a poll thereon is so required or demanded, a declaration by the chairperson of the meeting that the vote upon the question has been carried or carried by a particular majority or not carried and an entry to that effect in the minutes of the meeting shall be prima facie evidence of the fact without proof of the number of proportion of the votes recorded in favour of or against any resolution or other proceeding in respect of the said question, and the result of the vote so taken shall be the decision of the members upon the said question.

7.13 Polls
After a show of hands has been taken on any question, the chairperson may require or any person entitled to vote on the question may demand a poll thereon. A poll so required or demanded shall be taken in such manner as the chairperson shall direct. A demand for a poll may be withdrawn at any time prior to the taking of the poll. Upon a poll each member present in person or represented by proxy and entitled to vote shall have one vote and the result of the poll shall be the decision of the members upon the said question.

7.14 Adjournment
The chairperson at a meeting of members may, with the consent of the meeting and subject to such condition as the meeting may decide, adjourn the meeting from time to time and from place to place.

ARTICLE EIGHT

Notices

8.01 Method of giving notices
Any notice(which term in this Article 8 includes any communication or document) to be given(which term in this Article 8 includes sent, delivered or served) pursuant to the Act, the letters patent, the by-laws or otherwise to a member, director, officer or auditor shall be sufficiently given if delivered personally to the person to whom it is to be given of it delivered to his or her last address as recorded in the books of the Corporation or if mailed by prepaid ordinary of air mail addressed to him or her at his or her said address or if sent to him or her at his or her said address by any means of wire or wireless any other form of transmitted or recorded communication. The secretary may change the address on the Corporation's books of any member, director, officer or auditor in accordance with any information believed by him or her to be reliable. A notice so delivered personally or at the address 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 sent by any means of wire or wireless or any other form of transmitted or recorded communication shall be deemed to have been given when delivered to the appropriate communication company or agency or its representative for dispatch.

8.02 Computation of time
In computed the date when notice must be given under any provision requiring a specified number of days' notice of any meeting or other event, the date of giving the notice shall be excluded and the date of the meeting or other event shall be included.

8.03 Omissions and errors
The accidental omission to give any notice to any members, director, officer or auditor or the non-receipt of any notice by any member, director, office or auditor or any error in any notice not affecting the substance thereof shall not invalidate any action taken at any meeting held pursuant to such notice or otherwise founded thereon.

8.04 Waiver of notice
Any member(or his or her duly appointed proxy), director, officer or auditor may waive any notice required to be given to him or her under any provision of the Act, the letters patent, the by-laws or otherwise and such a waiver, whether given before or after the meeting or other event of which notice is required to be given, shall cure any default in giving such notice.

ARTICLE NINE

Auditors

9.01 Auditors
The members shall at each annual meeting appoint an auditor to audit the accounts of the Corporation, to hold office until the next annual meeting, provided that the directors may fill any casual vacancy in the office of the auditor. The remuneration of the auditor shall be fixed by the Board of Directors.

ARTICLE TEN

Effective Date

10.01 Effective date
This by-law shall come into the force when confirmed by the members in accordance with the Act. PASSED by the directors and sealed with the corporate seal the 21st day of February 2002.

CONFIRMED by the members the 21st day of February 2002.

UPDATED by the members the 7th day of November 2012.

Final Approval by the Board the 13th day of November, 2013.