BYLAW 2 ‎–‎ COUNCIL OPERATIONS AND PROCEDURES

Published: February 2021

Part A – Council

Powers and duties of the council

2-1   (1) The council must govern, control and administer the affairs of ABCFP in accordance with this Act, the regulations and the bylaws.
(2) Unless otherwise specified, the powers of ABCFP under the Act, the regulations and the bylaws may be exercised by the council.

President and vice president

2-2 (1) The president must:

(a) chair all council meetings and general meetings of ABCFP; and
(b) act generally in accordance with the requirements of the office of president, for the proper carrying out of the duties of the council.

(2) If the president is absent or unable to act, the vice president may exercise the powers and must perform the duties of the president.
(3) If the president and vice-president are both absent or unable to act, the council may authorize another councillor to exercise the powers and perform the duties of the president.

Immediate past president

2-3 (1) Subject to subsection (2), the most recent individual to have served previously as president must act as immediate past president under section 23(2)(c) of the Act.
(2) If the individual described in subsection (1) is absent or unable or unwilling to act, the council may select another individual who has previously served as president to act as the immediate past president.

Council meetings

2-4 (1) The council must meet at least four times in each calendar year.
(2) A council meeting must be called by the executive director at the request of the president or any three councillors.
(3) The executive director must provide reasonable notice of a council meeting to all councillors.
(4) The accidental omission to deliver notice of a council meeting to, or the non-receipt of such a notice by, any person entitled to receive notice does not invalidate proceedings of that council meeting.
(5) The council may meet and conduct business in person, or by video, telephone conference, web casting, or an equivalent method of telecommunication that allows all councillors in attendance to hear and interact with each other.
(6) The council may meet in the absence of the public, or it may exclude any person who is not a councillor from a meeting or any part of a meeting,

(a) for the purpose of considering or discussing any matter of a confidential or privileged nature,
(b) for the purpose of protecting the privacy of any individual whose personal information is being considered or discussed, or
(c) for any other reason that the council considers necessary or appropriate.

(7) Subject to subsection (8), the executive director must ensure that minutes are taken at each council meeting and published on ABCFP’s website.
(8) The executive director may edit minutes to be published on ABCFP’s website under subsection (7) to remove

(a) information about any matter that was considered or discussed in the absence of the public or while any person was excluded from the council meeting under subsection (6), or
(b) other information that is confidential or privileged in nature, or the publication of which would, in the executive director’s opinion, be an unreasonable invasion of an individual’s personal privacy.

(9) Every voting councillor in attendance or represented by proxy is entitled to cast one vote on each matter put to a vote at a council meeting.
(10) In taking a vote at a council meeting, the chair must first determine those voting councillors in favour, opposed and abstaining, after which the chair may cast their vote.
(11) The chair is not required to vote on any matter, whether or not that vote would affect the outcome.
(12) In the case of a tie vote, the chair does not have a second vote in addition to the vote they may cast as a voting councillor, and the proposed resolution does not pass.
(13) The council may adopt or establish additional rules or procedures, consistent with the Act, the regulations and the bylaws, for the purpose of regulating the conduct of council meetings.

Proxies at council meetings

2-5 (1) A voting councillor may appoint another voting councillor as a proxy holder for a council meeting.
(2) An appointment of a proxy holder:

(a) must be in writing;
(b) is valid only at the council meeting for which the appointment is given; and
(c) may be revoked at any time.

(3) Unless limited in the appointment, a proxy holder may cast a vote on any matter put to a vote at the council meeting on behalf of the voting councillor appointing the proxy holder.
(4) A voting councillor who appoints a proxy holder to vote on their behalf at a council meeting must not:

(a) be included in the quorum for the council meeting under section 29(2) of the Act; or
(b) be deemed to satisfy the requirement for a lay councillor to be present at the council meeting under section 29(1) of the Act. 

Resolutions in writing

2-6 A resolution approved in writing, including by mail, facsimile or e-mail, by a majority of all voting councillors is valid and binding and of the same effect as if such resolution had been duly passed at a meeting of the council.

Council policies

2-7 ‎The executive director must ensure that any policies or procedures established or ‎maintained by the council under the bylaws are published on ABCFP’s website‎.

Councillor expenses

2-8 Councillors are entitled to be reimbursed by ABCFP for reasonable expenses incurred in connection with the business of ABCFP.

Fiscal year

2-9 The fiscal year of ABCFP ends on November 30 in each year.

Auditor

2-10  (1) The council must appoint a chartered professional accountant as auditor for ABCFP.
(2) For each fiscal year, the auditor appointed under subsection (1) must conduct an annual audit of ABCFP’s financial statements.

Part B – Officers

Executive director

2-11  (1) The council must appoint an executive director under section 32(1)(a) of the Act.

(2) The executive director is the chief executive officer of ABCFP, and may use the title “chief executive officer”.
(3) Subject to the Act, the regulations, the bylaws, and any limitations established by council policy, the executive director holds final responsibility for all administrative and operational matters for ABCFP.

Registrar and deputy registrars

2-12  (1) The registrar appointed under section 31(1) of the Act 

(a) may exercise the powers and must perform the duties of the registrar, or delegated to the registrar, under the Act, the regulations and the bylaws, and
(b) must perform such other duties as the executive director may direct.

(2) The registrar is authorized to establish forms for the purpose of these bylaws, and to require the use of such forms by registrants or applicants for registration.
(3) Subject to any limitations directed by the executive director, the registrar may designate a deputy registrar appointed under section 31(1) of the Act or another officer, employee or agent of ABCFP to exercise any power or perform any duty of the registrar assigned by the registrar.
(4) A deputy registrar or other officer, employee or agent referred to in subsection (3) has the same authority as the registrar when they are acting on the registrar’s behalf.

Registrar policies

2-13  ‎The executive director must ensure that any policies or procedures established or ‎maintained by the registrar under the bylaws are published on ABCFP’s website‎.

Part C – Committees

Appointment of committee members

2-14  (1) Subject to section 2-17(1) and (2), the council must appoint the members of each committee established under this Part, including the chair who must be selected and appointed in accordance with section 2-15.
(2) The council may appoint one or more vice-chairs for each committee from among the committee members appointed under subsection (1) other than the chair.
(3) The council must establish the terms of office of committee members, which must not exceed four years.
(4) A committee member may be removed before the expiry of their term of office by resolution of the council.
(5) A committee member may resign from the committee by delivering a written notice of resignation to the registrar.
(6) Committee members and former committee members are eligible for reappointment to the committee at any time.

Selection of committee chairs

2-15  (1) Subject to subsection (10), before appointing the chair of a committee other than the nomination committee, the council must issue a call for applications for appointment as chair of the committee.
(2) The registrar must deliver notice of a call for applications under subsection (1) to every registrant within the time specified by the council.
(3) A call for applications under subsection (1) must contain information about the appointment procedure, including the following:

(a) a description of the merit-based selection principles prescribed under section 5 of the General Regulation;
(b) a description of any additional criteria or preferences established by the council for the applicable committee chair appointment;
(c) an advertisement of the position to be appointed containing the information required under section 6(4)(b) and (c) of the General Regulation in relation to the applicable committee chair appointment.

(4) The council must fix the deadline under section 6(4)(c)(iii) of the General Regulation for receipt of applications for the applicable committee chair appointment.
(5) The accidental omission to deliver notice of a call for applications to, or the non-receipt of such notice by, any person entitled to receive notice does not invalidate the appointment process.
(6) The nomination committee must review all valid applications for appointment that are delivered to the registrar by the deadline fixed by the council under subsection (4).
(7) An application for appointment is not valid if it does not include the information required under section 6(4)(c)(i) and (ii) of the General Regulation.
(8) The nomination committee may recommend one or more qualified applicants for the council to consider for the applicable committee chair appointment.
(9) Subject to subsection (10), the council may only appoint an applicant recommended by the nomination committee under subsection (8) as chair of a committee.
(10) Before the coming into force of section 32(7)(c) of the Act, 

(a) the procedures in subsections (1) to (8) are optional, and 
(b) the council may appoint an individual of its choosing as chair of a committee, if the council is satisfied that the individual meets the merit-based selection principles prescribed under section 5 of the General Regulation.

Duties of committee chairs and vice-chairs

2-16 (1) The chair of a committee must:

(a) chair meetings of the committee, other than meetings of a committee panel appointed under section 2-23,
(b) appoint committee panels from among the members of the committee in accordance with section 2-23, and
(c) perform any other duties assigned to them by the council.

(2) If the chair of a committee is absent or unable to act, a vice-chair of the committee may exercise the powers and must perform the duties of the chair.
(3) If the chair and any vice-chairs are all absent or unable to act, the registrar or executive director may authorize another committee member to exercise the powers and perform the duties of the chair.

Nomination committee

2-17  (1) The nomination committee is established, consisting of

(a) the immediate past president,
(b) the executive director,
(c) at least two additional registrant committee members, both of whom are former councillors, and
(d) at least one lay committee member.

(2) The immediate past president must act as the chair of the nomination committee and, for greater certainty, is a voting member of the committee.

(3) In addition to the powers and duties of the nomination committee under the Act and the General Regulation, the nomination committee 

(a) may exercise the powers and must perform the duties specified in section 2-15 and Bylaw 3 (Elections), and
(b) may exercise any other power, authority or jurisdiction authorized by the council under section 32(2) of the Act.

Credentials committee

2-18  (1) The credentials committee is established, consisting of 

(a) the chair, who must be selected and appointed in accordance with section 2-15
(b) at least five additional registrant committee members, and
(c) at least one lay committee member.

(2) In addition to the powers and duties of the credentials committee under the Act, the credentials committee

(a) may exercise the powers and must perform the duties specified in Bylaw 5  (Registration), Bylaw 6  (Technical Occupations, Certification Schemes and Limited Licences) and Bylaw 7  (Trainees), 
(b) may exercise any other power, authority or jurisdiction authorized by the council under section 32(2) of 44(2) of the Act, and
(c) must perform any other duties assigned to the committee by the council.

Audit and practice review committee

2-19  (1) The audit and practice review committee is established, consisting of

(a) the chair, who must be selected and appointed in accordance with section 2-15,
(b) at least two additional registrant committee members, and
(c) at least one lay committee member.

(2) In addition to the powers and duties of the audit and practice review committee under the Act, the audit and practice review committee

(a) may exercise the powers and must perform the duties specified in Bylaw 10  (Continuing Professional Development) and Bylaw 11  (Audit and Practice Review),
(b) may exercise any other power, authority or jurisdiction authorized by the council under section 32(2) or 63(2) of the Act, and
(c) must perform any other duties assigned to the committee by the council.

Investigation committee

2-20  (1) The investigation committee is established, consisting of 

(a) the chair, who must be selected and appointed in accordance with section 2-15,
(b) at least five additional registrant committee members, and
(c) at least one lay committee member.

(2) In addition to the powers and duties of the investigation committee under the Act, the investigation committee

(a) may exercise the powers and must perform the duties specified in Bylaw 12  (Complaints, Investigation and Discipline) and Bylaw 13  (Public Disclosure),
(b) may exercise any other power, authority or jurisdiction authorized by the council under section 32(2) of the Act, and
(c) must perform any other duties assigned to the committee by the council.

Discipline committee

2-21  (1) The discipline committee is established, consisting of

(a) the chair, who must be selected and appointed in accordance with section 2-15,
(b) at least three additional registrant committee members, and
(c) at least one lay committee member.

(2) In addition to the powers and duties of the discipline committee under the Act, the discipline committee

(a) may exercise the powers and must perform the duties specified in Bylaw 12  (Complaints, Investigation and Discipline) and Bylaw 13  (Public Disclosure), and

(b) may exercise any other power, authority or jurisdiction authorized by the council under section 32(2) of the Act.

Quorum

2-22  Subject to section 2-23, quorum for the transaction of business at a meeting of a committee is a majority of the committee, including at least one lay committee member.

Committee panels 

2-23  (1) The credentials committee, audit and practice review committee, investigation committee and discipline committee may meet in panels of at least three committee members appointed by the committee chair from among the members of the committee, consisting of 

(a) at least two registrant committee members, and 
(b) at least one lay committee member.

(2) The chair of a committee referred to in subsection (1) must designate the chair of a panel of the committee appointed under subsection (1).
(3) The chair of a committee may appoint themselves as a member of a panel of the committee under subsection (1) and may designate themselves as the panel chair under subsection (2).
(4) Subject to subsection (5), quorum for the transaction of business at a meeting of a committee panel is three members of the panel, including at least one lay committee member.
(5) Quorum for the conduct of a hearing by a panel of the discipline committee under section 75 of the Act and Part C of Bylaw 12  (Complaints, Investigations and Discipline) is all members of the panel.
(6) A committee panel appointed under subsection (1) may exercise any power and perform any duty of the committee, subject to any limitations directed by the chair of the committee.

Committee meetings

2-24  (1) A meeting of a committee or panel may be called by 

(a) the chair or a vice-chair of the committee or the chair of the panel, or
(b) the registrar.

(2) A committee or panel may meet and conduct business in person, or by video, telephone conference, web casting, or an equivalent method of telecommunication that allows all committee or panel members to hear and interact with each other.
(3) A committee or panel may meet in the absence of the public, or it may exclude any person who is not a committee member from a meeting or any part of a meeting,

(a) for the purpose of considering or discussing any matter of a confidential or privileged nature,
(b) for the purpose of protecting the privacy of any individual whose personal information is being considered or discussed, or
(c) for any other reason that the committee or panel considers necessary or appropriate.

(4) Every committee or panel member is entitled to cast one vote on each matter put to a vote at a committee or panel meeting.
(5) In taking a vote at a committee or panel meeting, the chair must first determine those committee or panel members in favour, opposed and abstaining, after which the chair may cast their vote.
(6) The chair is not required to vote on any matter, whether or not that vote would affect the outcome.
(7) In the case of a tie vote, the chair does not have a second vote in addition to the vote they may case as a committee or panel member, and the proposed resolution does not pass.
(8) A committee may adopt or establish additional rules or procedures, consistent with the Act, the regulations and the bylaws, for the purpose of regulating the conduct of committee or panel meetings.

Resolutions in writing

2-25  A resolution approved in writing, including by mail, facsimile or e-mail, by a majority of all members of a committee or panel, including at least one lay committee member, is valid and binding and of the same effect as if such resolution had been duly passed at a meeting of the committee or panel.

Committee policies

2-26  The executive director must ensure that any policies or procedures established or maintained by a committee under the bylaws are published on ABCFP’s website.

Committee member expenses

2-27  Members of a committee are entitled to be reimbursed by ABCFP for reasonable expenses incurred in connection with the business of ABCFP.

Download Bylaw 2: Council Operations and Procedures in PDF format.

 

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