By-Laws

Definitions

In these by-laws:

“Association” means Ontario Association of Osteopathic Practitioners.
“Director” means directors of the Association.
“Board” means the Board of Directors.
“Special Resolution” means a resolution passed by not less than three-fourths of such members entitled to vote as are present in person at a general meeting of which notice specifying the intention to propose the resolution has been duly given.

Membership Rights and Responsibilities

The Association is ultimately accountable to the members of the Association.

Every member is entitled to attend any members’ meeting of the Association.

Every member may vote at any members’ meeting of the Association after they have attended at least one previous members’ meeting.

Any member of legal age, or with their guardian’s written consent, is entitled to hold any office.

Membership in the Association shall consist of those who hold a valid Diploma of Osteopathic Practitioner along with all of the following:

Those who support the objects of the Association and,
Those whose name and address is written in the Register of Members by the secretary and,
Those who pay an annual fee in an amount to be determined by the Association.

Non- voting membership in the Association shall consist of community advisors who support the objects of the Association as decided by the Board of Directors.

Membership in the Association is not transferable.

Membership in the Association shall cease:

Upon death, or
If the member resigns by written notice to the Association, or
If the member ceases to qualify for membership following these by-laws, standards of practice, or code of ethics, or
If by a vote of the majority of the members of the Association or a majority vote of the Directors of the Association at a meeting duly called and for which notice of the proposed action has been given, the Members membership in the Association has been terminated.

The members may repeal, amend or add to these by-laws by a special resolution. No by-law or amendment to regulations shall take effect until the Registrar approves of it.

No funds of the Association shall be paid to or be available for the personal benefit of any member.

Members’ Meetings

Every member shall have one vote per membership certificate held as per membership fee paid and no more, and there shall be no proxy voting.

A general or special meeting of the members may be held at any time and shall be called:

If requested by the president, or
If required by a majority of the directors.

Notice to members is required for general or special meetings. The announcement must:

Specify the date, place and time of the meeting,
Be given to the members two days before the meeting,
Be given to the members by newsletters, regular mail, e-mail, telephone, fax and other electronic means,
Specify the nature of a business, such as the intention to propose a particular resolution, and
The non-receipt of notice by any member shall not invalidate the proceedings.

An annual general meeting shall be held within three months after every fiscal year end, and notice is required which must:

Specify the date, place and time of the meeting,
Be given to the members 15 days before the meeting,
Be given to the members by newsletters, regular mail, e-mail, telephone, fax or other electronic means,
Specify the intention to propose a particular resolution, and
The non-receipt of notice by any member shall not invalidate the proceedings.

At the annual general meeting of the Association the following items of business shall be dealt with and shall be deemed ordinary business and all other business transacted shall be considered to particular business:

Minutes of the previous annual general meeting,
Consideration of the annual report of the directors,
Review of the annual financial report of the Association,
The appointment of auditors for the ensuing year, and
Election of directors.

The quorum shall consist of two-thirds of members. No business shall be conducted at any meeting unless a majority is present to open the session and, upon request, before any vote.

If a meeting is convened as per by-law 14(a) or 14(b) and a quorum is not present within one-half hour from the time appointed for the meeting, it shall be adjourned to such time and place as a majority of the members current shall decide. Notice of the new session shall be given, and at the adjourned meeting, the members present shall constitute quorum only to wind up the Association.
If a meeting is convened at the request of the members as per by-law 14(c) and a quorum is not present within one half-hour from the time appointed for the meeting, it shall be dissolved.

The President, or in his/her absence, the Vice-President, or in the absence of both of them, any director appointed from among those present, shall preside as Chair at members’ meetings.

Where there is an equality of votes, the motion shall be lost.

The Chair may, with the consent of the meeting, adjourn any meeting. No business shall be transacted at the subsequent meeting other than the business left unfinished at the adjourned meeting unless notice of such new business is given to the members.

At any meeting, a declaration by the Chair that a resolution has been carried is sufficient unless at least three members demand a poll. If a vote is required, it shall be held by the show of hands or by secret ballot as the Chair may decide.

Directors

Any member of the Association with three years or more membership history shall be eligible to be elected a director of the Association, and a director of the Association shall be a member.

The number of directors shall be between 9 and 12. The subscribers to the Memorandum of Association of the Association shall be the first directors of the Association.

Directors shall be elected to three-year terms. If a director resigns his/her office or ceases to be a member in the Association, his/her office as the director shall be vacated, and the vacancy may be filled for the unexpired portion of the term by the board of directors from among the members of the Association.

The members may, by special resolution, remove any director and appoint another person to complete the term of office.

The management of the Association is the responsibility of the directors. In particular, the directors may engage a General Manager and determine his/her duties, responsibilities and remuneration.

The directors may appoint an executive committee and other committees as they see fit.

Directors who have, or could reasonably be seen to have a conflict of interest have a duty to declare this interest. The declaration should be made to the members

Upon nomination, and
If serving as a director, when the possibility of a conflict is realized.

A conflict of interest does not prevent a member from serving as a director provided that he/she withdraws from the decision making on matters of that interest. The withdrawal should be recorded in the minutes.

Directors Meetings

The board of directors shall meet no less than three times each year.

A meeting of directors may be held at the close of every annual general meeting without notice to elect officers. For all other board meetings, notice is required and must:

Specify the date, place and time of the meeting,
Be given to the directors two days before the meeting,
Be given to the directors by newsletters, regular mail, e-mail, telephone, fax and other electronic means,
The non-receipt of notice by any member shall not invalidate the proceedings.
Notice can be waived for board meetings with the unanimous approval of the Board.

The quorum shall consist of a simple majority of the directors. No business shall be conducted at any meeting of the board of directors unless a quorum is present to open the session and, upon request, before any vote.

The President or, in his/her absence, the Vice-President or, in the absence of both of them, any director appointed from among the directors shall preside as Chair of the Board.

At directors’ meetings, where there is an equality of votes the motion shall be lost.

Officers

The officers shall be elected by the directors and shall be a President, a Vice-President, a Treasurer and an Association Secretary. The offices of Treasurer and Association Secretary may be combined.

One of the officers shall be the President. The President shall be responsible for the effectiveness of the board and shall perform other duties as assigned by the members or the directors.

One of the officers shall be the Vice-President. The Vice-President shall perform the duties of the Chair during the absence, illness or incapacity of the President, or when the Chair may request him/her to do so.

One of the officers shall be the Association Secretary. The Association Secretary shall:

Have responsibility for the preparation and custody of all books and records including:
(a) The minutes of members meetings,
(b) The minutes of directors meetings,
(c) The register of members, and
(d) Filing the annual requirements with the office of the Registrar, and
Have custody of the Seal, if any, which may be affixed to any document upon resolution of the board of directors, and
File with the Registrar:
(a) Within fourteen (14) days of their election or appointment, a list of directors with their addresses, occupations, and dates of nomination or election
(b) A copy of every special resolution within fourteen (14) days after the decision is passed, and
Have other duties as assigned by the board.

The directors may also appoint a Recording Secretary

Who is responsible for taking minutes of all board and members’ meetings, and
Who needs not be a director

One of the officers shall be the Treasurer. The Treasurer shall have responsibility for the custody of all financial books and records of the Association, and carry out all other duties as assigned by the board.

Contracts, deeds, bills of exchange and other instruments and documents may be executed on behalf of the Association by the President or the Vice-President and the Corporate Secretary, or otherwise as prescribed by resolution of the Board of Directors.

Finance

The fiscal year end of the Association shall be the last day of December.

The directors shall annually present to the members a written report on the financial position of the Association. The report shall be in the form of:

A balance sheet showing its assets, liabilities and equity, and
A statement of its income and expenditure in the preceding fiscal year.

A copy of the financial report shall be signed by the auditor or by two directors.

A signed copy of the financial report shall be filed with the Registrar within fourteen (14) days after each annual meeting.

An auditor of the Association may be appointed by the members at the annual general meeting and, if the members fail to appoint an auditor, the directors may do so.

The Association may only borrow money as approved by special resolution of the members.

Directors and officers shall serve without remuneration and shall not receive any profit from their positions, however, a director or officer may be paid reasonable expenses incurred in the performance of his/her duties.

The Association shall not make loans, guarantee loans or advance funds to any director.