PARA Bylaws and Consitution
CONSTITUTION
AND BYLAWS
of
the Professional Association of Resident Physicians of Alberta
(PARA)
TABLE OF CONTENTS
PART 1: CONSTITUTION
I. PURPOSES
II. MISSION STATEMENT
PART 2: BYLAWS
I. DEFINITIONS
II. OFFICE
III. SEAL
IV. MEMBERSHIP
V. MEMBERSHIP DUES AND BENEFITS
VI. SUSPENSION, EXPULSION AND RESIGNATION OF MEMBERS
VII. BOARD OF DIRECTORS
VIII. ELECTION AND REMOVAL OF EXECUTIVE COMMITTEE AND
BOARD DIRECTORS
IX. DUTIES OF THE EXECUTIVE COMMITTEE
X. POWERS AND DUTIES OF THE BOARD OF DIRECTORS
XI. MEETINGS OF THE BOARD OF DIRECTORS
XII. MEETINGS OF THE GENERAL MEMBERS
XIII. QUORUM
XIV. NOTIFICATION OF MEETINGS
XV. ASSOCIATION BUSINESS
XVI. PROTECTION OF DIRECTORS AND OFFICERS
XVII. HUMAN RESOURCES COMMITTEE
XVIII. AMENDMENT OF BYLAWS
XIX. DISSOLUTION
XX. PARA STANDING COMMITTEES
1.1 The
representation of all physicians in the Province of Alberta
engaged in a residency-training program recognized by the Royal College of
Physicians and Surgeons of Canada, or the College of Family Physicians of
Canada. This representation includes, but is not limited to:
1.1.1
Negotiations with employers on behalf of our members for optimal working
conditions and remuneration, in recognition for health care services provided.
1.1.2
Regulation of relations between employees and employers.
1.1.3
The promotion of personal well-being for our members.
1.1.4
The advocacy of excellence in medical education and patient care.
1.1.5
The promotion of resident physician awareness and appreciation of resident
physicians.
1.1.6
The development of leadership and advocacy skills on behalf of the medical
profession.
1.1.7
Any and all matters related to the Constitution and Bylaws of the Association.
II. MISSION STATEMENT
2.1 The
Professional Association of Resident Physicians of Alberta
(PARA) is a non-profit organization that endeavours
to provide effective representation for physicians completing further training
in a residency program. PARA advocates excellence in education and patient care
while striving to achieve optimal working conditions and personal well-being
for all its members.
1.1 "PARA" or "the Association" means the
Professional Association of Resident Physicians of Alberta.
1.2
"Resident Physician" means a physician in a program recognized by the
College of Family Physicians of Canada or the Royal
College of Physicians and Surgeons of Canada. This preparation includes both
practice and theory under supervision of qualified physician preceptors
conducted in clinical settings and other teaching environments. This includes
the provision of necessary medical care and participation in the education of
colleagues including, but not limited to, resident physicians and medical
students.
1.3
"Board" means the Board of Directors of PARA as elected from time to
time.
2.1 The
Association's head office will be located in the Municipality
of Edmonton, in the Province of Alberta,
at such a place therein as the Board of Directors may from time to time
determine.
2.2 The
Association will maintain an auxiliary office in Calgary.
3.1 The
Association shall have a seal, the design of which shall be approved by the
Board of Directors. The seal shall be affixed to documents only in accordance
with these Bylaws and amendments thereto.
4.1 All
Resident Physicians are General Members.
4.2 If a
Resident Physician does not pay his/her dues, then the Board may revoke
membership.
4.3 In any
event, subject to the Board finding special circumstances, a General Member who
fails to pay dues shall be prohibited from voting, holding office or receiving
membership benefits.
4.4 In the
event a person who renders service to the Association or is otherwise deserving
of the honor may, upon the recommendation of the Board, be designated as an
Honorary Member of the Association.
4.5 In the
event the Past President is no longer a General Member, as defined by 4.2, that
person shall automatically be an Honorary
Member.
5.1 All
General Members shall pay such dues as are established annually by the Board.
5.2 The dues
of General Members shall be paid by way of payroll deductions in accordance
with the pay periods of the employers. The dues shall be distributed in
accordance with an approved formula to the accounts of the Association.
5.3 In the
event dues are not submitted by way of payroll deductions direct payment to the
Association can be arranged on a case by case basis.
5.4 Honorary
members pay no dues and receive no direct benefits provided by the
organization.
6.1 A member
of the Association may be suspended or expelled from the Association if:
6.1.1 A General Member fails to remit dues
to the Association.
6.1.2 A letter stating the reasons for the
suspension or expulsion is received by the Board and;
6.1.3 A copy of the letter is forwarded to
the member involved requesting a response, and;
6.1.4 The Board votes to suspend or expel
the member by a majority decision after reviewing the letter requesting the suspension
and any response received by the member involved.
6.2 A member
may be reinstated at any time by a majority decision of the Board.
7.1 The
affairs of the Association shall be managed by one Board of Directors, referred
to herein as 'the Board'.
7.2 The
Board shall have no less than 25 voting directors to a maximum of 45 voting
directors, consisting of:
7.2.1 The Executive Committee, which shall
be:
1) The President
2) The Past President
3) Vice-President of External Affairs
4) Vice-President of Internal Affairs
5) Vice-President of Operations and Finance
6) Edmonton and Northern Alberta Representative
7) Calgary and Southern Alberta Representative
8) Such other representatives as the Board determines is necessary for the
efficient operation of the Association.
7.2.2 Aggregate representatives of the
residency programs at the University
of Alberta and University of Calgary
as follows, who are general members:
a) Resident physician programs at the University of Alberta
shall be grouped into five aggregates
1) Family Medicine;
2) Surgery and Surgical Subspecialties
3) Psychiatry, Radiology, Nuclear Medicine, Pathology / Laboratory /
Community Medicine, Occupational Medicine, Physical Medicine &
Rehabilitation, Radiation Oncology, and other programs not otherwise specified.
4) Obstetrics and Gynecology, Pediatrics and Pediatric subspecialties,
Anesthesia, Emergency Medicine
5) Internal Medicine and Medical Subspecialties
b) Resident physician programs at the University of Calgary
shall be grouped into four aggregates
1) Family Medicine
2) Surgery and Surgical Subspecialties, Obstetrics and Gynecology,
Emergency Medicine
3) Psychiatry, Radiology, Anesthesia, Radiation Oncology, Pathology /
Laboratory Medicine, Community Medicine, and other programs not otherwise
specified.
4) Internal Medicine and Medical Subspecialties, Pediatrics and Pediatric
subspecialties.
c) Each aggregate group shall have two voting representatives to the Board.
These representatives shall be designated as equal positions. Each aggregate
group will have exactly two votes irrespective of the number of
representatives.
d) The composition and number of the aggregates and the number of voting
positions for each shall be reevaluated from time to time by the Board,
considering the principles of representation by population and similar
interests among the resident physicians within aggregates.
7.3
Additional Directors may be added at the discretion of the Board.
7.3.1 Additional representatives may be
appointed to a given aggregate following closure of elections and conclusion of
appointments for that aggregate. These representatives shall not have voting
status at meetings of the Board.
7.3.2 Honorary members can apply to be Board
Members-At-Large. These representatives shall not have voting status at
meetings of the Board.
7.3.3 Any other PARA
member attending the Board Meetings shall do so as a non-voting member.
7.4 Board
Meeting locations shall alternate between Edmonton
and Calgary.
Either aggregate representatives, or designated proxies, shall attend all
meetings.
7.5 The term
of office for members of the Board of Directors shall be one year, from July
1st to June 30th.
7.6 Board
Members may sit on the Board for more than one term, but no Board Member(s)
shall hold the same position on the Board for more than two terms, except at
the discretion of the Executive Committee.
7.7 Any
member of the Board who ceases to be a member of the Association during their
term must immediately resign from the Board.
8.1
Elections for positions on the Executive Committee shall be held in the
following manner:
8.1.1 Nominations for Executive positions
shall be solicited by electronic newsletter in December of any given year. Only
General Members shall be eligible for nomination. Nominations shall be closed
by January 15th.
8.1.2 Nominations will consist of the
following:
1) nominee's name,
university, program and year of residency;
2) nominee's signature
of acceptance;
3) three supporting
signatures from PARA general members;
4) a brief statement of
intent from the nominee.
8.1.3 If a position receives only one
nomination, the nominee shall be declared elected by acclamation.
8.1.4 If there is more than one nominee for
a position, a second electronic newsletter shall be distributed to the PARA membership and shall include:
1) a brief statements of
intent from all nominees;
2) a link to an
electronic voting ballot.
8.1.5 Elections shall be closed before February
15th.
8.1.6 Every PARA
General Member in good standing will have a single vote towards the election of
each position. Proxy votes shall not be permitted.
8.1.7 Only the Executive Director and the Past
President shall have or grant access to the electronic ballot account. In the
event that the Past President is in the running for another position, the
President shall have or grant access to the electronic ballot account in the stead
of the Past President. Results shall be brought forth within seven days of
closing. The names of the new Executive shall then be posted in the next
communiqué to the General members.
8.1.8 Cases of electoral dispute shall be
brought forward to the Board by the Past President, who shall act as the Chief
Returning Officer, except when the Past President is running for another
position; in this case, the President shall act as the Chief Returning Officer.
A ruling will then be made by the Board.
8.1.9 The candidate with the most votes for
each position will be declared elected and shall take office for the term from
on July 1st until June 30th of the following year.
8.1.10 Should a vacancy occur in the
Executive Committee, that position may remain vacant. If a majority of the
Executive Committee decides that it is in the best interest of the Association
that the position not remain vacant, the Board shall elect a representative
from those Board Members who are not already members of the Executive Committee
to fill the vacant position. Such election may take place at any Board Meeting
or at any other time by telephone or electronic medium voting.
8.2 Election or appointment for aggregate
representatives shall be held in the following manner:
8.2.1 With the exception of the Past
President, only General Members of the Association, as specified in Section IV,
are eligible for a position as a Director.
8.2.2 At the beginning of each general
contract year all General Members shall be invited to submit their names for
election as a Board Director for their aggregate within 30 days of the
beginning of the contract period.
8.2.3 If more than two members submit their
names for a given aggregate, they may mutually agree to share responsibilities
including the two votes for that aggregate among themselves. If this is not
agreeable to all concerned parties, a vote shall be completed amongst the
aggregate in question at the first Board meeting to determine who will be the
two voting members for that aggregate. An alternate aggregate representative
will also be selected.
8.2.4 If less than two representatives have
submitted their names for a given aggregate within thirty (30) days of the
beginning of the contract year, the Executive shall appoint the required
representative(s) upon consultation with the Chief Residents in that aggregate.
8.3 Removal
of Directors
8.3.1 If a Board Director is unable to
attend Board Meetings as scheduled in accordance with Section XIV, that member
of the Board shall advise the Office of the reason for their failure to attend
and arrange for a proxy.
8.3.2 In extreme circumstances, such as
aggregate representative of the Board failing to provide representation at more
than one Board Meeting, upon a resolution passed by the Board, that Board
Director may be removed. The member shall be advised in writing of their
removal; members of the aggregate shall be advised that the representative has
been removed, and they shall be invited to elect a new representative from
attendees at a subsequent meeting of the Board.
8.3.3 In extreme circumstances, such as an
executive representative of the Board failing to provide representation at more
than one Board, or more than three executive meetings, upon a resolution passed
by the Board, that Board Director may be removed. The member shall be advised
in writing of their removal; General Members shall be advised that the
representative has been removed, and they shall be invited to elect a new
representative as outlined in section 8.1.
8.3.4 Board Directors must comply with the
provisions of Section IX. If a General Member deems at any time that the
representative(s) are not fulfilling their duties they may detail their concern
to the office, or member of the Board. The representative(s) may be terminated from
their position by a majority vote at a meeting of the Executive Committee,
followed by ratification at a meeting of the Board of Directors.
8.3.5 Any Board Director found by a 2/3
majority of the Board to not be acting in accordance with the outlined job
description(s) or found not to be acting in the Association's best interest
shall be removed.
8.3.6 Any Board Director convicted of an
indictable offence shall be suspended from the Board indefinitely.
9.1
Composition of the Executive Committee
9.1.1 The Executive Committee shall be
comprised of President, Past President, Vice President External Affairs, Vice
President Internal Affairs, Vice President Operations and Finance, Edmonton and Northern
Alberta Representative Calgary and Southern Alberta Representative and such
other representatives as the Board determines is necessary for the efficient
operation of the Association.
9.2 General
Duties and Conditions
9.2.1 With the exception of the Past
President, all Executive Committee Directors shall be elected in accordance
with 8.1 by a majority decision.
9.2.2 With the exception of the Past
President, all Executive Committee Directors shall reside in the Province of
Alberta, and be engaged in a residency affiliated with the University of
Alberta or affiliated with the University of Calgary.
9.2.3 All members shall adhere to their
respective job descriptions as determined by the Executive Committee on an
ongoing basis.
9.2.4 All Executive members may be assigned
specific powers and duties by the Board as deemed necessary.
9.2.5 ALL Executive members shall be
responsible for overseeing a number of liaison positions as determined by the
Executive at the first Executive meeting.
9.3 The President Elect
9.3.1 The President Elect shall attend
executive meetings and teleconferences from the date he/she is elected or
acclaimed until he/she takes office.
9.3.2 The President Elect will be a
non-voting member of the executive during this time.
9.4 The President
9.4.1 The President shall be the official
representative of the Association. This shall include, but will not be limited
to, Canadian Association of Internes and Residents (CAIR), Alberta Medical
Association (AMA), Canadian Medical Association (CMA), University
Administrations, as well as meetings with the media and government officials.
9.4.2 The President shall preside over
Executive Committee meetings as the chair.
9.4.3 The President may appoint a delegate
to represent the Association in official matters.
9.4.4 The President shall be an ex-officio
member of all committees of the Association, shall sign all documents and
perform all acts which are required by law, and shall have all powers as may be
assigned by the Bylaws of the Association, or the Board from time to time.
9.4.5 The President shall be a member of the
Human Resources Committee
9.4.6 The President shall introduce the
President Elect to his/her duties and portfolio and facilitate the eventual
transition of power to the new executive.
9.5 The Past
President
9.5.1 The Past President of the Association
shall be a resource person for the Board, who will be available to provide
direction and history to the Board on past policy of the Association.
9.5.2 The Past President shall act as the
Chief Returning Officer in all PARA elections.
9.5.3 The Past President shall act as the
Chair of the Human Resources Committee.
9.5.4 The Past President shall represent PARA at official forums as required.
9.6 The
Vice-President of External Affairs (VPEA)
9.6.1 The VPEA shall be the chair of the
External Affairs Committee.
9.6.2 The VPEA shall be the representative
of the Association at the AMA Representative Forums and the AMA Board of
Directors. The VPEA shall be responsible for relations between the two
Associations at the Board level, shall ensure that there is a PARA member on
such AMA Committees the two Associations agree upon, and shall provide the AMA
with the names and addresses of PARA
representatives on those committees.
9.6.3 The VPEA may represent PARA for interactions with the media and government
officials.
9.6.4 The VPEA shall oversee the
coordination of lobbying and advocacy efforts, including, but not exclusive, to
issues such as resident physician debt and health policy issues.
9.6.5
The VPEA shall introduce the VPEA Elect to his/her duties and portfolio and
facilitate the eventual transition of power to the new VPEA.
9.6.6 The VPEA shall report the content of
executive and committee meetings, teleconferences, and communications to the
VPEA Elect at least once per month from the date the VPEA Elect is elected or
acclaimed until he/she takes office.
9.7 The
Vice-President of Internal Affairs (VPIA)
9.7.1 The VPIA shall coordinate
communications efforts within the PARA Executive and General Board, as well as
the membership.
9.7.2 The VPIA shall be the chair of the
Resident Well-Being Committee and the PARA Social Events Committee.
9.7.3 The VPIA shall oversee the content,
presentation and promotion of the website.
9.7.4 The VPIA shall oversee the production
of PARA-phrase and periodic e-mail updates.
9.7.5 The VPIA shall oversee Executive and
General Board orientation and foster the development of leadership and team-work
amongst the Board and resident physician members.
9.7.6 The VPIA shall introduce the VPIA
Elect to his/her duties and portfolio and facilitate the eventual transition of
power to the new VPIA.
9.7.7 The VPIA shall report the content of
executive and committee meetings, teleconferences, and communications to the
VPIA Elect at least once per month from the date the VPIA Elect is elected or
acclaimed until he/she takes office.
9.8 The Vice
President of Operations and Finance (VPOF)
9.8.1 The VPOF shall be the Chair of the
Association's Operational Review Committee. This will include, but not be
limited to reviewing the Bylaws, PARA budget
and policies.
9.8.2 The VPOF shall be a member of the
Human Resources Committee.
9.8.3 The VPOF shall coordinate contract
negotiations.
9.8.4 The VPOF shall be the Chair of the
Contract Enforcement Committee. This shall include ensuring that the terms of
the agreement signed between members and employers are followed.
9.8.5 The VPOF shall ensure that accurate
and complete records of all financial matters of the Association are kept.
9.8.6 The VPOF shall conduct or delegate all
transactions with respect to the money or other valuable effects of the
Association with financial or other institutions as is necessary for the
efficient and responsible operation of the Association, as directed by the
Executive Committee.
9.8.7 The VPOF shall disburse the assets of
the Association in accordance with the Bylaws of the Association and at the
direction of the Executive Committee.
9.8.8 The VPOF shall present all records
whenever required by law and the Board or the Executive Committee. They shall
not release the records, portions or summaries thereof or copies to the public,
except as required by law or as directed by the Executive Committee.
9.8.9 The VPOF shall complete all documents
which are required by law or which are requested by the Executive Committee in
a timely fashion.
9.8.10 The VPOF shall present an annual
audited statement of accounts as approved by two members of the executive to
the General Members physically present at the Annual General Meeting(s).
9.8.11 The VPOF shall not be required to
give the Association a bond for the faithful discharge of duties unless
specifically required by the Executive Committee.
9.8.12 with the approval of the Board, the
VPOF may hire at his or her discretion and on such terms and conditions as are
appropriate such auditors, accountants, or other persons as required to assist
in the preparation of the Association's records.
9.8.13 The VPOF shall introduce the VPOF
Elect to his/her duties and portfolio and facilitate the eventual transition of
power to the new VPOF.
9.8.14 The VPOF shall report the content of
executive and committee meetings, teleconferences, and communications to the
VPOF Elect at least once per month from the date the VPOF Elect is elected or
acclaimed until he/she takes office.
9.9 The Calgary and Southern
Alberta Representative (CSAR)
9.9.1 The CSAR shall be engaged in a
residency program affiliated with the University
of Calgary, and reside in Calgary or Southern Alberta.
9.9.2 They shall be the representative on
the Executive Committee of all the Association members affiliated with the University of Calgary.
9.9.3 The CSAR shall be the official
representative (or shall designate a proxy) to the University of Calgary
Administrative committees and Post-Graduate
Medical Education Office.
9.9.4 The CSAR shall be a member of the PARA
Contract Enforcement Committee and be responsible for responding to Southern Alberta contract and other issues raised by
resident physicians. They shall also be responsible for coordinating PARA representation at resident physician appeals or
grievances.
9.9.5 The CSAR shall represent PARA or
designate an alternative representative for the Resident Transfer
Committee at the University
of Calgary, and any
resident physician appeals or grievances that arise.
9.9.6 The CSAR shall work with the VPIA to
coordinate local communications efforts and meetings. This shall include
overseeing the activities of the aggregate representatives of that region.
9.9.7 The CSAR shall be the liaison between PARA and the Calgary Medical Students' Association.
9.9.8 The CSAR shall introduce the CSAR
Elect to his/her duties and portfolio and facilitate the eventual transition of
power to the new CSAR.
9.9.9 The CSAR shall report the content of
executive and committee meetings, teleconferences, and communications to the CSAR
Elect at least once per month from the date the CSAR Elect is elected or
acclaimed until he/she takes office.
9.10 The Edmonton and Northern
Alberta Representative (ENAR)
9.10.1 The ENAR shall be engaged in a
residency program affiliated with the University
of Alberta, and reside in Edmonton or Northern Alberta.
9.10.2 The ENAR shall be the representative
on the Executive Committee of all the Association members affiliated with the University of Alberta.
9.10.3 The ENAR shall be the official
representative (or shall designate a proxy) to the University of Alberta
Administrative committees and Post-Graduate
Medical Education Office.
9.10.4 The ENAR shall be a member of the
PARA Contract Enforcement Committee and be responsible for responding to Northern Alberta contract and other issues raised by
resident physicians. They shall also be responsible for coordinating PARA representation at resident physician appeals or
grievances.
9.10.5 The ENAR shall represent PARA or
designate an alternative representative for the Resident Transfer
Committee at the University
of Alberta, and any
resident physician appeals or grievances that arise.
9.10.6 The ENAR shall work with the VPIA to
coordinate local communications efforts and meetings. This shall include
overseeing the activities of the aggregate representatives of that region.
9.10.7 The ENAR shall be the liaison between
PARA and the Edmonton Medical Students'
Association.
9.10.8 The ENAR shall introduce the ENAR
Elect to his/her duties and portfolio and facilitate the eventual transition of
power to the new ENAR.
9.10.9 The ENAR shall report the content of
executive and committee meetings, teleconferences, and communications to the ENAR
Elect at least once per month from the date the ENAR Elect is elected or
acclaimed until he/she takes office.
9.11 The
Executive Director (ED)
9.11.1 The ED shall be considered an
ex-officio non-voting member of the Executive Committee and the General Board.
9.11.2 The ED shall be responsible for the
preparation and custody of all the correspondence, minutes, resolutions, books
and records of the Association.
9.11.3 The ED shall attend all official
meetings of the General Members, Executive Committee and the Board.
9.11.4 The ED shall give general supervision
to the administration of the Association and its affairs. This shall include
but not be limited to directing any office staff and participating on the Human
Resources Committee.
9.11.5 The ED shall be custodian of the Seal
of the Association.
9.11.6 The ED shall be responsible to the
Board for the implementation of Association policies, communications efforts
and activities.
10.1 The
Board of Directors of the Association shall:
10.1.1 Guide the general direction of PARA.
10.1.2 Enforce these Bylaws, and as it deems
appropriate, may:
1) enter into any contract in the Association's name which the Association
may lawfully make;
2) acquire or dispose of the assets of the Association;
3) except where otherwise and expressly prohibited by these Bylaws,
delegate its powers to any person or committee;
4) perform other duties which are necessary for the efficient and
responsible operation of the Association.
10.2 The
Board shall have the power to:
10.2.1 Borrow, raise or secure the payment
of money and, to do so, enter into any agreement with any government authority,
company, firm, organization or association that is conducive to the aims and
objectives of the Association, in such manner as the Board in its discretion
considers fit and proper;
10.2.2 Lend money on such terms and
conditions as it considers fit and proper, but only to other associations of
resident physicians in Canada
10.2.3 Make grants either with or without
conditions but only to other associations of resident physicians in Canada.
10.2.4 Ratify any agreement that applies to PARA members.
10.3 The
Board of Directors shall invest any surplus funds, reserves or additional funds
in fully secured term certificates of any bank, trust company or credit union
or may invest as otherwise determined by a Special Resolution of the Board.
10.4 All
documents, drafts, contracts or negotiable instruments which the Board resolves
to execute shall be signed by any two (2) members of the Executive Committee
who have signing authority. This includes the President, Past President VPOF
and Executive Director; the ED shall exercise signing authority only in the
event that a resident physician with signing authority is unavailable. These
official documents will also be sealed with the Association seal. This power
shall not be delegated.
10.5 All
financial documents shall be reviewed and signed by any two of the above named
signatories. This power shall not be delegated.
10.6 The
Association may employ such persons and maintain such facilities as are
considered necessary by the Board of Directors for improving the functioning of
PARA or for furthering the Association's
mission.
10.7 A
reserve fund shall be maintained at the level necessary to cover six (6) months
of office operating expenses plus shutdown costs. In order to lower the reserve
below this level, a 2/3 vote of the Board would be required. Any subsequent
reductions in the reserve fund must be re-visited and approved by the Board.
The PARA investment policy statement will
guide the replenishment of and exercise the contents of this reserve fund.
11.1
Meetings shall be announced in the manner outlined in Section XIV.
11.2 Minutes
of all Board Meetings shall be kept and shall be open for viewing by any member
of the Association. Copies of the minutes will be circulated to all members of
the Board for each meeting held during their term of office.
11.3 Only
Executive Committee and Aggregate Representatives, or their proxies may vote at
Board Meetings.
11.4 Unless
otherwise provided in these Bylaws, a decision of the Board shall be made as
follows:
11.4.1 at a Board Meeting, by a vote of the
majority of Board Members present and voting at the meeting;
11.4.2 during a telephone conference, by a
majority of Board Members participating;
11.4.3 through a mail/electronic vote, by a
majority of Board Members who participate in the vote;
11.4.4 The Speaker of the Board shall not
vote. If there is a tie, the issue will have to be re-visited.
11.5 The
Board shall meet:
11.5.1 at least four times during the
academic year, or as frequently as deemed necessary by the President or the
Executive Committee;
11.5.2 The President shall call a special
Board Meeting at the communicated written request of 1/3 of the Board of
Directors, submitted to the Executive Director.
11.5.3 When called by the President, any
special Board Meeting shall be held within 30 days of receipt of the written
request, and shall be communicated in advance and inclusive of a meeting agenda
to Board and membership.
11.6 Robert's Rules of Order (Newly Revised) shall govern the Society's
meetings and other procedures, except where inconsistent with these bylaws, any
special rules of order, or relevant legislation in which case the Board or
other overseeing body may adopt such rules of procedure as may be appropriate
by an ordinary majority of those voting members in attendance.
11.7
Aggregate Representatives
11.7.1 Each of the aggregates listed in
Section 7.2.2 shall be entitled to have two voting Representatives on the
Board. Representatives shall be elected or appointed as per 9.2.
11.7.2 Representatives or their proxies
shall attend all Board Meetings. Their role is to communicate to the Board the
concerns and requests of members of the aggregate groups, and to provide
written reports to the Board in advance of Board meetings.
11.7.3 Representatives or their proxies
shall help facilitate communications between PARA
and aggregate members.
11.7.4 Representatives or their proxies
shall monitor the compliance of clauses of any contract between PARA and the employer(s), and communicate any issues to
the Area Representatives on the Executive Committee.
11.8 The
Speaker of the Board
11.8.1 The Speaker shall be elected at the
first Board Meeting of the academic year.
11.8.2 The Speaker will act as a non-voting
Chair of all Board Meetings for the remainder of the year.
11.9
Committee Representatives
11.9.1 Committee representatives, and where
appropriate, alternate representatives will be selected at the first Board
Meeting of the academic year for all committees on which PARA requires
representation.
11.9.2 Committee Representatives are
responsible for ensuring that the PARA office
receives a written report for each meeting attended within one calendar month.
11.10 PARA
Representation at CAIR
11.10.1 - The PARA
delegation to CAIR board meetings shall consist of the President, two CAIR
board members, two observers, and the Executive Director. The PARA Past
President shall have priority in attending as one of the two observers. Reasonable
efforts shall be made to ensure board representation from both the College of
Family Physicians of Canada and the Royal College of Physicians and Surgeons of
Canada.
11.10.2 - Elections for board members
shall occur in accordance with the CAIR bylaws. In addition to CAIR nominees, a
call for nominations shall be directed to the PARA General Membership. Elected
CAIR board members shall be encouraged to serve on the PARA Board in order to
facilitate information sharing.
11.10.3 - The CAIR observers shall be
selected from a pool of interested resident physicians collected at the first PARA board meeting of the academic year. Reasonable effort
shall be made to send all interested PARA
resident physicians to at least one CAIR board meeting.
12.1
Meetings of the General Membership shall be of two kinds:
12.1.1 Annual General Meetings,
12.1.2 Special General Meetings.
12.2 The
Annual General Meeting shall be held in conjunction with a regularly scheduled
Board Meeting held during the academic year.
12.3 Special
Meetings of the General Members may be called by the Board to deal with special
issues from time to time. Meetings may be called for both Edmonton and Calgary
or, if in the opinion of the Board a particular issue affects only one city,
then only one meeting may be called in that city. The decision on any motion
made at this special meeting shall be a majority of the total votes cast.
12.4 The
President shall call a special general meeting of the Board on receipt, by
registered mail, of a written request signed by not less than 50 General
Members and stating the purpose of such a meeting. This meeting shall be held
within 30 days of receipt of the written request, and shall be communicated in
advance to the Board and membership.
12.5 Section
XIV applies with respect to notification of Annual and Special Meetings.
12.6 The
President or designate shall chair the meeting.
12.7 Except
where in conflict with these Bylaws, rules for meetings shall be Roberts Rules
of Order
12.8 There
shall be no proxy votes cast at a meeting of the general members.
13.1 At any meeting of the General
Membership, a quorum shall be fifteen (15) members of the Association.
13.2 At any
meeting of the Board, a quorum shall be ten (10) members of the Board.
13.3 At any
meeting of the Executive Committee, a quorum shall be a majority of the members
of the Executive Committee.
14.1 The
Executive Director is responsible for the preparation and distribution of
notices of meetings.
14.2 Notice
of meetings shall be given in the following manner:
14.2.1 For meetings of the Executive
Committee, members of the Executive Committee shall be given at least three (3)
business days' notice of an ordinary meeting and at least one (1) business
day's notice of a special meeting, with notice of any meeting given either
verbally or in writing at the Executive Director's discretion.
14.2.2 For meetings of the Board of
Directors, Board Members shall be given at least six (6) business days' notice
of ordinary meetings and at least one (1) business day's notice of special
meetings, with notice of any meeting to be given either verbally or in writing
at the discretion of the Executive Director.
14.2.3 For Annual General Meetings,
reasonable notice shall be posted or provided in writing to each member.
14.2.4 For special General Meetings,
reasonable notice shall be posted or provided in writing at least one (1) week
before the date of the meeting. If in the opinion of the Executive Committee,
an emergency Special General Meeting is necessary, notice shall be given by
posting notices at conspicuous places throughout the facilities at least one
(1) business day before the date of the meeting.
14.3 For the
purpose of sending notice to any member, director or officer for any meeting or
otherwise, the address shall be their last contact information recorded with
the Association.
15.1 The
revenues and income of the Association shall be applied to the aims and
objectives of the Association.
15.2 No
salary shall be paid to any General Member or Board Member of the Association.
15.3 Any
member or Director shall be reimbursed for any reasonable expenses incurred in
performing service for the Association at their request. Receipts for such
expenses shall be required before reimbursement and will be evaluated by the
VPOF in accordance with the PARA expense
policies.
15.4 The
fiscal year of the Association shall commence on July 1 of each year, unless
amended by the Board by Special Resolution.
16.1 Every
director and officer of the Association, in exercising their powers and
discharging his or her duties, shall act honestly and in good faith with a view
to the best interest of the Association. They shall exercise the care,
diligence and skill that a reasonably prudent person would exercise in
comparable circumstances.
16.2 The
Indemnified party had reasonable grounds for believing their conduct was lawful
in the case of a criminal or administrative action or proceeding that is
enforced by a monetary penalty.
16.3 Subject
to the above, and provided that nothing herein shall relieve any director or
officer from the duty to act in accordance with the law or from liability for any
breach thereof, no director or officer shall be liable for:
16.3.1 The acts, receipts, neglects or
defaults of any other director, officer or employee;
16.3.2 joining in any receipt or other act
for conformity;
16.3.3 any loss, damage or expense happening
to the Association through the insufficiency or deficiency of title to any
property acquired for or on behalf of the Association;
16.3.4 insufficiency or deficiency of any
security in or upon which any of the moneys of the Association shall be
invested;
16.3.5 any loss or damage arising from the
bankruptcy, insolvency or torious acts of any person with whom any of the
moneys, securities or effects of the Association shall be deposited;
16.3.6 any loss occasioned by any error of
judgment or oversight on their part, or for any other loss, damage or
misfortune which shall happen in the execution of the duties of their office or
in relation thereto.
17.1 The
Human Resources Committee (HRC) shall be a standing committee of PARA whose primary roles are the following:
17.1.1 An ongoing review of the job
performance of the Office Staff.
17.1.2 On-going review of any human resource
issues throughout the year.
17.1.3 Staff recruitment/dismissal with
ratification by the Executive and Board of Directors.
17.1.4 Suggesting appropriate changes to the
compensation package of the Office Staff. These changes shall be ratified by
the Executive and Board.
17.2 The HRC
remains completely accountable to the Board of Directors for all assessments
and decisions.
17.3 The
Human Resources Committee shall consist of:
17.3.1 The Past President, who shall sit as
Chair of the Committee.
17.3.2 The President
17.3.3 The Vice President of Operations and
Finance
17.3.4 One additional Executive member,
chosen by consensus of the Executive Committee.
17.3.5 One additional Board Member, who
shall be chosen by a vote of the Board of Directors at the first meeting of the
academic year.
17.3.6 The Executive Director shall not be
entitled to participate in final decisions related to remuneration of their own
employment.
18.1 These
Bylaws may be amended or repealed and replaced by new Bylaws by Special
Resolution at an Annual General Meeting or Special General Meeting.
18.2. The
notice shall include reference to amendment of the Bylaws.
18.3 The
resolution for amendment or repeal and replacement of Bylaws may be made by the
Board or by fifty General Members of the Association and shall communicate this
resolution in writing to the Executive Director.
19.1 Upon
the dissolution of the Association and after the payment of all debts and
liabilities, the remaining property of the Association shall be held in trust
by the Alberta Medical Association (AMA) for five years from the receipt of
funds. After this period, the AMA shall use these funds to sponsor activities that
encourage or are related to resident physician well-being.
XX. PARA STANDING COMMITTEES
20.1
Executive Committee
Refer to
sections 8.2.1 and XIX.
20.2 Human
Resources Committee (HRC)
Refer to
sections XVII.
20.3
External Affairs Committee (EAC)
20.3.1 The EAC shall be the advisory
committee to the VPEA
20.3.2 The EAC shall consist of Board /
General Members interested in advocating for resident physician issues to
external organizations.
20.4 Social
Events Committee (SEC)
20.4.1 The SEC shall be a standing committee
chaired by the VPIA
20.4.2 The SEC shall consist of Board /
General Members to organize and implement social activities for resident
physicians.
20.5
Resident Well-being Committee (RWC)
20.5.1 The RWC shall be a standing committee
chaired by the VPIA
20.5.2 The RWC shall consist of Board /
General Members to address issues relating to resident physician well-being in
areas such as emotional, health and financial matters.
20.5.3 The RWC shall serve as a support for
resident physicians regarding issues such as harassment.
20.6
Contract Compliance Committee (CCC)
20.6.1 The CCC shall be a standing committee
chaired by the VPOF
20.6.2 The CCC shall consist of the CSAR,
ENAR as well as Board / General Members who are interested in assisting
resident physicians in ensuring that their rights under the contract are
protected.
20.7
Negotiations Committee (NC)
20.7.1
The NC shall be a standing committee chaired by the VPOF or Negotiations Chair
as their designee.
20.7.2 The NC includes the President, VPIA
and the Executive Director of the Association; as well as Board / General
Members interested in contract negotiations
20.8 Finance
& Operations Review Committee (FORC)
20.8.1 The FORC shall be a standing
committee chaired by the VPOF
20.8.2 The FORC includes the President, Past
President, Executive Director and any Board / General Members interested in the
operations of the Association.
20.8.3 The FORC is responsible for regularly
reviewing the bylaws, policies and procedures of the Association.
20.8.4 The FORC formulates and periodically
reviews the budget.
As amended
effective the 22 day of November, 2010.