11
CHATHAM-KENT FAMILY HEALTH TEAM
BY-LAW NO. 1
ARTICLE 1. DEFINITIONS AND INTERPRETATION
1.01 Definitions
In this By-Law, the following words and phrases shall have the following meanings, respectively:
(a) “Act” means the Corporations Act (Ontario) and, where the context requires, includes the regulations made under it;
(b) “Agreement” means the Guide for Developmental Grant Application and Family Health Team Development Grant Agreement submitted by the Steering Committee together with all other agreements with the Ministry of Health and Long-Term Care concerning the establishment and operation of the Corporation;
(c) “Associates” includes the parents, children, siblings, spouse or common law partner of the Director, as well as any organization, agency, company or individual (such as a business partner) with a formal business relationship to a Director;
(d) “Board” means the board of directors of the Corporation;
(e) “Board Committee Policy” has the meaning given to it in section 10.04;
(f) “By-Laws” means any by-laws of the Corporation from time to time in effect, including this By-Law No. 1;
(g) “Chief Executive Officer” means the Chief Executive Officer of the Corporation appointed by the Board to manage and administer the day-to-day affairs of the Corporation;
(h) “Committee” means a committee of the Board or as otherwise specified in this By-Law;
(i) “Community” means the municipality of Chatham-Kent;
(j) “Community Advisory Committee” means the Committee defined in section 2.04 of the Board Committee Policy.
(k) “Conflict of Interest” includes, without limitation, the following three areas that may give rise to a conflict of interest for any of the Directors, namely:
(i) Financial Interest – a Director is said to have a financial interest in a decision when the Director (or his or her Associate) stands to gain by that decision, either in the form of money, gifts, favours, gratuities or other special considerations;
(ii) Undue Influence – a Director’s participation or influence in Board decisions that selectively and disproportionately benefits particular agencies, companies, organizations, municipal or professional groups, or customers or stakeholders of the Corporation from a particular demographic, geographic, political, socio-economic, cultural or other group is a violation of the Director’s entrusted responsibility to act in the best interests of the Corporation as a whole; and
(iii) Adverse Interest – a Director is said to have an adverse interest to the Corporation when he or she is a party to a current, pending or threatened claim, application or proceeding against the Corporation;
(l) “Corporation” means the Chatham-Kent Family Health Team;
(m) “Director” means a member of the Board;
(n) “ex officio” means membership “by virtue of office” and includes all rights, responsibilities except the power to vote.
(o) “Excluded Person” means:
(i) any individual who provides goods or services to the Corporation whether through a contract of or for services, including employees; or
(ii) any Associate of an individual listed in clause (i) above;
(p) “Head Office” means the head office of the Corporation at 20 Emma Street, Chatham or such other place as the Board determines by Special Resolution from time to time;
(q) “Letters Patent” means the letters patent incorporating the Corporation dated October 25, 2005, and any supplementary letters patent of the Corporation;
(r) “Member” means a member of the Corporation;
(s) “Officer” means those officers of the Corporation set out in section8.02;
(t) “Residency Requirement” means, with respect to an individual at any particular time, that the individual is a resident of, is employed in or carries on business in the Community and has done so for a continuous period of at least three (3) months immediately prior to that particular time;
(u) “Rules of Procedure” means Robert’s Rules of Order
(v) “Special Resolution” means a resolution passed by the Directors and confirmed with or without variation by at least two thirds (2/3) of the votes cast at a special meeting of the Members duly called for that purpose or at an annual meeting of the Members, or in lieu of such confirmation, by consent in writing of all Members entitled to vote at such meeting; and
(w) “Steering Committee” means the ad hoc body that prepared and submitted the successful Guide for Developmental Grant Application and Family Health Team Development Grant Agreement to the Ministry of Health and Long-Term care on July 25, 2005.
1.02 Interpretation
This By-Law shall be interpreted in accordance with the following, unless the context otherwise specifies or requires:
(a) Words importing the singular number include the plural and vice versa; words importing the masculine gender include the feminine and vice versa; and words importing persons include individuals, corporations, partnerships, trusts and unincorporated organizations.
(b) The headings used in this By-Law are inserted for reference purposes only and are not to be considered or taken into account in construing the terms or provisions hereof or to be deemed in any way to clarify, modify or explain the effect of any such terms or provisions.
(c) Any references in this By-Law to any law, By-Law, rule, regulation, order or act of any government, governmental body or other regulatory body shall be construed to reference it as amended or re-enacted from time to time or to reference any successor to it.
1.03 Meeting Procedures
(a) Any Director, Officer, or employee, as the context requires, may participate in a meeting of the Board or of a Committee by means of telephone conference or electronic or other communication facilities, provided the facilities permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously. A person participating in such a meeting by such means is deemed, for the purposes of the Act and this By-Law, to be present in person at the meeting.
(b) A by-law or resolution in writing signed by all the Members or Directors entitled to vote on that by-law or resolution at a meeting of Members or Directors, respectively, is as valid as if it had been passed at a meeting of Members or Directors, respectively.
(c) Subject to paragraph (b) above, business arising at any meeting of the Corporation, the Board or any Committee established pursuant to this By-Law shall be decided by a majority of votes, unless otherwise required by:
(i) the Act; or
(ii) the Rules of Procedure.
(d) Voting shall take place as follows:
(i) Except as provided in this By-Law, each Member, each Director and each Committee member, except the Chair, shall be entitled to one (1) vote at any meeting of the Corporation, Board or Committee, respectively.
(ii) Members may, by means of a proxy, appoint a person, who need not be a Member, to attend and act at the meeting as the Member’s nominee, in the manner, to the extent and with the power conferred by the proxy, in accordance with the Act.
(iii) The Chair of any meeting is not normally entitled to vote; however, the Chair shall have the right to cast a tie-breaking vote.
(iv) Votes shall be taken in the usual way, by show of hands, among all Members (present in person or by proxy) and Directors and Committee members (present in person) entitled to vote.
(v) An abstention shall not be considered a vote cast.
(vi) After a show of hands has been taken on any question, the chair of the meeting 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 chair of the meeting shall direct. A demand for a poll may be withdrawn at any time prior to the taking of the poll. Upon a poll, each individual shall have one (1) vote and the result of the poll shall be the decision of the Members, the Board or the Committee, as the case may be.
(vii) Whenever a vote by show of hands shall have been taken on a question, unless a poll is required or demanded, a declaration by the chair of the meeting that a resolution, vote or motion has been carried and an entry to that effect in the minutes shall be admissible in evidence as prima facie proof of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution, vote or motion.
(e) Minutes shall be kept for all meetings of the Corporation, the Board or any Committee, and shall be approved at the next meeting of the Corporation, the Board or the Committee, as the case may be.
(f) The declaration of the Secretary or Chair that notice has been given for a meeting pursuant to this By-Law shall be sufficient and conclusive evidence of the giving of such notice.
(g) No error or omission in giving notice for a meeting of the Board or of any Committee shall invalidate such meeting or invalidate or make void any proceedings taken or had at such meeting.
(h) Any Member, Director or Committee member may at any time waive notice of any meeting of the Members, the Board or a Committee, as the case may be, and may ratify and approve any or all proceedings taken or had at that meeting.
(i) Any questions of procedure at or for any meetings of the Corporation, of the Board, or of any Committee that have not been provided for in this By-Law or by the Act shall be determined by the chair of the meeting in accordance with the Rules of Procedure. During any period of time that the Board has not adopted Rules of Procedure, a simple majority vote in support of the chair’s ruling will enable a ruling to stand.
ARTICLE 2. OBJECTS OF THE CORPORATION
2.01 Objects of the Corporation
The objects of the Corporation as contained in the Letters Patent are as follows:
to provide comprehensive primary health care services through an inter-disciplinary team of doctors, nurses, nurse practitioners and other health care professionals as determined by local needs.
ARTICLE 3. MEMBERSHIP OF THE CORPORATION
3.01 Admission
Membership in the Corporation shall be limited to persons interested in furthering the Corporation’s objects, mission, vision and values and shall consist of any person whose application for admission as a Member has been approved by a resolution of the Board.
3.02 Membership Categories
The Corporation shall have the following categories of membership:
(a) the members of the Steering Committee, ex officio, from the date of incorporation to the date immediately preceding the first annual meeting;
(b) Annual Members (individual);
(c) Annual Members (corporate); and
(d) the Directors, ex officio.
3.03 Steering Committee Members
In order to faciliate the election of the first Board, the members of the Steering Committee shall be voting Members of the Corporation from the date of incorporation until the date immediately preceding the first annual meeting of the Corporation.
3.04 Annual Members (Individual)
(a) Subject to section 3.01, a person is eligible to be an Annual Member where he or she pays to the Corporation the annual membership fee for individuals, in an amount to be determined from time to time by resolution of the Board.
(b) At the time of the payment of the annual membership fee, the person must:
(i) be of the full age of eighteen (18) years; and
(ii) meet the Residency Requirement. In the event that an Annual Member ceases to meet the Residency Requirement, the individual’s membership in the Corporation shall automatically terminate.
(c) Any annual membership in the Corporation shall be effective from April 1 in one year to March 31 in the following year.
3.05 Annual Members (Corporate)
(a) Subject to section 3.01, an association or corporation is eligible to be an Annual Member where the association or the corporation pays to the Corporation the annual membership fee for corporations, in an amount to be determined from time to time by resolution of the Board.
(b) Where the association or corporation is accepted as an Annual Member, the presiding officer of the association or corporation shall be entitled to vote on behalf of the association or corporation, subject to section 3.07.
(c) Any annual membership in the Corporation shall be effective only from April 1 in one year to March 31 in the following year.
3.06 Directors are ex officio Members
Each individual serving as a Director of the Corporation shall be an ex officio Member of the Corporation, during his or her tenure as a Director.
3.07 Voting and Other Membership Rights
No member shall be entitled to vote or exercise any other membership rights at any meeting of the Members of the Corporation unless the Member has paid all dues or fees, if any, then payable by the Member as set out in this By-Law at least ninety (90) days prior to the date of the meeting.
3.08 Termination of Membership
(a) The interest of a Member in the Corporation is not transferable and lapses and ceases to exist:
(i) upon the death, dissolution, or resignation of the Member;
(ii) where the Member has failed to pay the membership fee, provided the Member is given thirty (30) days’ written notice of such failure to pay by the Secretary, and the Member has not paid the membership fee in full by the end of the thirty (30) day notice period; or
(iii) when the Member’s period of membership expires.
(b) Where a Member is deemed to be acting contrary to the interests of the Corporation’s objects, mission, vision or values, the Corporation may by Special Resolution terminate the membership. Prior to a Member being removed from membership in the Corporation under this paragraph, the Member will be given at least thirty (30) days’ written notice and provided with an opportunity to make representation to a meeting of the Members of the Corporation duly called for that purpose.
3.09 Resignation
A Member may resign from the Corporation by delivering a written resignation to the Secretary. A resignation shall be effective at the time it is received by the Secretary of the Corporation or at the time specified in the resignation, whichever is later. Upon resignation, a Member is not entitled to a refund of the membership fee, in whole or in part.