SUMMARY BY-LAW OF By-law relating generally to the conduct of the affairs of the Chartered Professional Accountants of Ontario

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1 SUMMARY BY-LAW OF 2018 By-law relating generally to the conduct of the affairs of the Chartered Professional Accountants of Ontario

2 BY-LAW OF 2018 SUMMARY The By-law of 2018 is intended to repeal and replace the existing bylaws (except for the CPA Code of Professional Conduct) of CPA Ontario.

3 BACKGROUND The By-law of 2018 (the By-law)is the bridge between the governing legislation and the other governing documents (such as regulations and policies) of CPA Ontario and has been rewritten for several reasons: The Chartered Professional Accountants of Ontario Act, 2017 (the Act) was passed. This legally completed the unification of the regulated accounting professions in Ontario. Transitional provisions that are now stale-dated have been removed. With the passage of the Act, CPA Ontario undertook a detailed review of its By-law, to ensure it contains the appropriate matters in appropriate detail, reflects regulatory best practices, and is complete and transparent. To simplify language and processes, and ensure the provisions are clear. Some provisions have been re-ordered for flow and ease of understanding. Some matters have been brought in from the regulations, and others have been moved to the regulations. At all times, the primary consideration has been to further CPA Ontario s core mandate to govern and regulate CPAs in the public interest. Members are encouraged to read this note and the proposed By-law, and to contact CPA Ontario s General Counsel with any questions. SUMMARY This summary highlights the substantive changes to the By-law: those that impact member, student or firm rights or obligations. SECTION 1 DEFINITIONS AND INTERPRETATION Currently, Council may publish interpretations of the bylaws. This has been omitted as best practices require that the bylaws must stand on their own as approved by the membership. SECTION 2 COMPLIANCE WITH BY-LAWS AND REGULATIONS Provisions have been added to clarify CPA Ontario s scope and mandate, including: Permitting CPA Ontario to share information on members, students and firms with other regulatory bodies in furtherance of its regulatory mandate. Continuing regulatory jurisdiction over all former members, students, and firms for a period of time after their membership or registration ends. This is in keeping with CPA Ontario s mandate to protect the public interest. Requirement to comply with an obligation within 30 days, unless a regulation provides otherwise. This will standardize the time after which a member, student or firm is suspended. 1

4 These are matters that are permitted by the Act, but details are left to the By-law. SECTION 3 THE COUNCIL Members who have committed professional misconduct will be disqualified from running for Council for ten years (this is increased from five years), to ensure that those guiding and representing the profession do not bring it into disrepute. Reflecting recent amendments to the Corporations Act, a Council member can be removed by a simple majority vote of Council (previously it required a 2/3 majority vote) and a suspension is no longer permitted.. The term limit for Council members has been increased from eight years to nine years. This aligns with the three-year election term, allowing individuals to serve three consecutive terms. Time served as an Officer is now included in the term limit (whereas it was previously excluded). These changes will provide an appropriate balance of experience and fresh perspectives on Council. A governance review was conducted by the Council and, as a result of the review, it was determined that the number of elected Council members should be reduced from 15 to 12, to increase Council s agility and ability to address emerging matters effectively. This takes effect as of the 2019 Annual Meeting, when the terms of five Council members expire and two members will be elected. The number of public representatives remains at four, as set out in the Act. SECTION 5 OFFICERS Clarifies that the Chair s term as a Council member expires with the expiry of the term as Chair. This is in keeping with best practices. Any resulting casual vacancy can be filled by Council appointment. SECTION 6 COMMITTEES CPA Ontario has a number of different committees with different mandates. The By-law clarifies the differentiation between adjudicative and regulatory committees. Adjudicative committees include: Discipline Appeal Admission & Registration (formerly the Membership committee) Capacity Regulatory committees include: Practice Inspection Public Accounting Licensing Board Professional Conduct Public notice provisions for hearings and matters are set out as these are not specifically addressed in the Act. This ensures that CPA Ontario has the authority to make these matters public, following its public interest mandate, and that the members agree with this authority. 2

5 SECTION 7 MEMBERSHIP There are four classes of membership set out in the current bylaws: Associate, Fellow, Life Member, and Honorary member. An Honorary member has none of the rights and obligations of membership, and Fellow and Life Member are distinctions, as there are no specific rights conferred. The By-law clarifies and corrects this. Details on the Registrar s powers to administratively suspend and revoke a member have been added, as this impacts directly on member rights and obligations, and member appeal rights clarified. This information has been added for transparency. The Registrar s powers, and appeal rights of a member, are unchanged. SECTION 8 MEETINGS OF THE MEMBERS The Council Chair is empowered to call a members meeting, where previously a quorum of Council was required to call a meeting. This reflects best practices, in case there is an emergent matter and not sufficient time to find a quorum of Council to call a meeting. Provides for a set date (the record date ) which enables the creation of the voter list to ensure that all eligible members have an opportunity to vote, and for the Secretary to act (on instructions) as the proxy for a member. This simplifies the determination of which members are eligible to vote, and reduces the risk that any such members are omitted. Removes the ability of 1/10 of the membership to call a general meeting of the members, as CPA Ontario has been exempted from this requirement in the Corporations Act. SECTION 9 STUDENTS Removes duplication, stale-dated provisions, and unneeded detail for matters set out in regulations. Clarifies that students can resign their registration during the discipline process if they agree not to reapply. SECTION 10 FIRMS Firm obligations and rights have been moved from the regulations to the By-law. This matches the treatment of the obligations and rights set out for members. Responsibilities of the Firm Representative (formerly known as the Local Senior Officer or LSO) are updated. The Firm Representative is responsible for the firm s obligations and will be suspended after 30 days, and revoked 60 days after that, for any breach by the firm. If the Firm Representative is revoked, the firm must appoint another. If the firm fails to maintain professional liability insurance the firm will be suspended (6 days later) and then deregistered (30 days after the suspension). The Firm Representative will also be suspended and revoked on the same timeline. Firms have a new right to appeal decisions of the Registrar, as granted by the Act. 3

6 SECTION 11 DUES Dues are now clearly differentiated from fees. Dues are a regulatory requirement, and the failure to pay results in suspension and then revocation or deregistration. Fees are for the provision of specific services or products and will be listed on the website. SECTION 13 REGISTER AND DIRECTORIES Currently the member directory is used as the register, which does not meet the requirement of the Act. There is now clear differentiation between the register and directories. The register is required by the Act and contains the names of all members and firms. Directories are provided for public information, as part of CPA Ontario s mandate to protect the public interest. The new By-law sets out the information CPA Ontario discloses in the directories. Also, students are no longer included in the register, as they are not required to be by the Act. SECTION 15 COMPLAINTS AND DISCIPLINE The Professional Conduct Committee can now delegate the review, investigation, and determination of complaints to other persons, as enabled by the Act, and the complaints and investigation process is described in more detail. SECTION 20 INSURANCE AND INDEMNIFICATION Language is updated to conform to policy coverage. SECTION 21 DOCUMENTS, FINANCIAL, AND OTHER MATTERS Council is authorized to fix auditor remuneration, rather than requiring a member vote annually to do so. This reflects best practice, to increase efficiency. SECTION 22 NOTICE All new members, students, and firms are required to maintain and provide a valid address. SECTION 23 BY-LAWS AND AMENDMENTS A provision has been added to permit editorial changes (such as correcting grammatical errors, updating section numbers, or removing dated provisions) to the By-law without needing member approval. 4