By-laws of the Newfoundland and Labrador College of Respiratory Therapists

Transcription

1 By-laws of the Newfoundland and Labrador College of Respiratory Therapists Table of Contents ARTICLE I: DEFINITIONS AND INTERPRETATION 1.01 By-laws in Force 1.02 Definitions 1.03 Severable 1.04 Number and Gender 1.05 Headings ARTICLE II: PURPOSE OF THE COLLEGE 2.01 Purpose of the College ARTICLE III: COLLEGE ADMINISTRATION 3.01 College Office 3.02 Fiscal Year 3.03 Audit 3.04 Seal of the College 3.05 Signing Authority 3.06 Deposit and Investments of Funds 3.07 Report to Council 3.08 Retention of a Lawyer ARTICLE IV: MEMBERSHIP 4.01 Members 4.02 General Members 4.03 Honorary Members 4.04 General Temporary members 4.05 Non-practicing Members 4.06 Termination of Membership 4.07 Suspension of Membership 1

2 ARTICLE V: MEETINGS OF THE COLLEGE AND MAIL VOTES 5.01 Annual General Meeting 5.02 Notice of Annual General Meeting 5.03 Special Meetings 5.04 Notice of Special Meetings 5.05 Agenda for Special Meetings 5.06 Chairperson of Meetings 5.07 Quorum for Meetings 5.08 Failure to Reach a Quorum 5.09 Procedure at Meetings 5.10 Voting Rights 5.11 Forfeiture of Voting Rights 5.12 Votes 5.13 Voting Process 5.14 Proxy Voting 5.15 Mail Votes ARTICLE VI: BOARD 6.01 Composition of the Board 6.02 Term of Office 6.03 Nominations 6.04 Elections 6.05 Election by Acclamation 6.06 Vacancy 6.07 Deemed Vacancy 6.08 Removal of a Board Committee Member 6.09 Duties of the Chairperson 6.10 Duties of the Vice-Chairperson 6.11 Duties of the Treasurer 6.12 Duties of the Secretary 6.13 Duties of the Past-Chairperson 6.14 Meetings of the Board 6.15 Special Meeting of the Board 6.16 Parliamentary Procedure 6.17 Chairperson 6.18 Quorum 6.19 Voting Privileges 6.20 Remuneration and Reimbursement 6.21 Canadian Association of Regulatory Bodies 6.22 Newfoundland and Labrador Council of Health Professionals ARTICLE VII: COMMITTEES 7.01 Committees 7.02 Special and Ad Hoc Committee 7.03 Term 7.04 Committee Meetings 7.05 Quorum 2

3 ARTICLE VIII: NOMINATIONS AND ELECTIONS 8.01 Nomination 8.02 Election ARTICLE IX: CONFLICTS OF INTEREST AND CONFIDENTIALITY 9.01 Conflicts of Interest 9.02 Confidentiality ARTICLE X: FEES, DUES,AND LEVIES Fees, Dues, and Levies ARTICLE XI: MEDIA COMMUNICATIONS Media Communications ARTICLE XII: AMENDMENT OF BY-LAWS Amendment of By-laws ARTICLE XIII : ADOPTION OF SCHEDULES List of schedules SCHEDULE 1: CODE OF CONDUCT SCHEDULE 2: RULES OF THE COLLEGE SCHEDULE 3: STATEMENT ON SEXUAL MISCONDUCT SCHEDULE 4: SCOPE OF PRACTICE FOR RESPIRATORY THERAPISTS SCHEDULE 5: CODE OF ETHICS SCHEDULE 6: STANDARDS OF PRACTICE 3

4 By-laws ARTICLE I DEFINITIONS AND INTERPRETATION 1.01 By-laws in Force These By-Laws are made by the Board on behalf of the College, and are approved by the Members of the College, pursuant to section 31 of the Health Professions Act, S.N.L. 2010, c.h Definitions Terms used in these By-Laws have the same meaning as set out in the Health Professions Act, S.N.L. 2010, c.h and the Respiratory Therapists Regulations N.L. Reg. 77/12, except to the extent further defined in these By-Laws. In these By-Laws: (d) (e) (f) (g) Act means the Health Professions Act, S.N.L. 2010, c.h-1.02; Annual General Meeting means the annual general meeting of the College; Board means the Board of the College established pursuant to these By- Laws; By-Laws means these By-Laws; Chairperson means chairperson of the College, to be initially appointed and subsequently elected under section 28 of the Act; College means the Newfoundland and Labrador College of Respiratory Therapists; Committee means a Standing Committee or any special or ad hoc committee of the College established pursuant to paragraph 29(4) of the Act and Article 7.01 of the By-Laws; 4

5 (h) (j) (k) (l) (m) (n) (o) (p) (q) (r) (s) Council means the Newfoundland and Labrador Council of Health Professionals (NLCHP) as established under the Health Professions Act; General Member means a Member who has the status of general pursuant to the Regulations; General Temporary Member means a Member who has the status of general temporary pursuant to the Regulations; Honorary Member means a member of the College appointed pursuant to subsection 28(5) of the Act and the By-Laws; Member means a member of the College registered by the Council under subsection 28(4) of the Act, and where the context allows in these By-Laws includes an Honorary Member; Minister means the Minister as defined in the Act; Non-practicing Member means a Member who has the status of nonpracticing pursuant to the Regulations; Practice of Respiratory Therapy means the practice of Respiratory Therapy defined in the Regulation; Regulations means the Respiratory Therapy Regulations under the Act; Secretary means the secretary of the College elected in accordance with the By-Laws; Treasurer means the treasurer of the College elected in accordance with the By-Laws; Special Meeting means any meeting of the College called pursuant to Article 5.03 of the By-Laws; Vice-chairperson means vice-chairperson of the College, to be initially appointed and subsequently elected under section 28 of the Act Severable The provisions of these By-laws are independent and severable and the invalidity of any part of the By-laws does not affect the validity of the remainder of the By-laws, which shall continue in full force and effect Number and Gender All words referencing the singular in these By-laws shall also include the plural where the context requires and vice versa. All words referencing the feminine gender in these By-laws shall also include the masculine gender where the context requires and vice versa. 5

6 1.05 Headings The headings in the By-laws are for ease of reference only and shall not affect in anyway the meaning or interpretation of the By-laws Purpose of the College ARTICLE II PURPOSE OF THE COLLEGE The College assists the Council in regulating the profession of Respiratory Therapy in the Province of Newfoundland and Labrador. Pursuant to Section 29(1) of the Act, the College is required to act, in all matters, in the best interests of the public. Furthermore, the College shall: (d) (e) approve a program of study and education for the purpose of establishing education requirements; develop entry to practice requirements for Respiratory Therapy, including annual renewal or recertification requirements and continuing competency requirements; establish a scope of Practice for Respiratory Therapy; establish standards of practice for Respiratory Therapy; develop a code of ethics for Respiratory Therapy. ARTICLE III COLLEGE ADMINISTRATION 3.01 College Address The College can be nlcrt@nlcrt.ca 3.02 Fiscal Year The fiscal year of the College begins on April1 and ends on March Financial Review In each fiscal year of the College, there must be a third party review of the College s financial books, records and accounts by a professional. The said review shall be submitted and presented at the Annual General Meeting of the College. 6

7 3.04 Seal of the College The College shall have a seal, which shall have inscribed thereon, Newfoundland and Labrador College of Respiratory Therapists and the seal shall be kept by the Treasurer Signing Authority The Chairperson, Vice-chairperson, Secretary and the Treasurer shall be designated as signing authorities for the College s financial transactions. Two (2) signatures shall be required on all financial documents and cheques Deposit and Investments of Funds Provided that both principal and interest of deposits are fully guaranteed, monies of the College shall only be deposited in one or more of the following: Canadian Chartered Banks; Canadian Trust Companies; or Newfoundland and Labrador Treasury Branches Report to the Council The College shall prepare and submit to the Council an annual report respecting its operations no later than January 31 in a year as required by the Act Retention of a Lawyer The College may retain a lawyer to advise the College on all legal matters pertaining to the College Members ARTICLE IV MEMBERSHIP Any person accepted for registration by the Council to engage in the Practice of Respiratory Therapy shall be a Member of the College General Members A General Member is a Member who has the status of general status with the Council s registration committee and meets the requirements set out in section 5 of the Regulations. 7

8 A General Member shall have full membership rights, including the right: (iii) (iv) (v) (vi) to notice of every Annual General Meeting of Members; to notice of every Special Meeting of Members; to attend and participate in every Annual General Meeting of Members and Special Meeting of Members; to vote at every Annual General Meeting of Members and Special Meeting of Members; to be nominated for election to the Board and to vote at meetings of the Board; and to nominate eligible Members for election to the Board General Temporary Members A General Temporary member is a Member who has the status of general temporary status with the Council s registration committee and meets the requirements set out in s.6(1) of the Regulations. A General Temporary Member shall have the following membership rights: (iii) (iv) to notice of every Annual General Meeting of Members; to notice of every Special Meeting of Members; to attend and participate in every Annual General Meeting of Members and Special Meeting of Members; and to vote at every Annual General Meeting of Members and Special Meeting of Members Honorary Members Honorary Members shall be appointed by the Board, and shall remain Honorary Members for life unless removed in accordance with the provisions of this Article. Honorary Members shall not have the right to engage in the Practice of Respiratory Therapy. Honorary Members shall have the right: (iii) to notice of every Annual General Meeting of Members; to notice of every Special Meeting of Members; to attend and participate in every Annual General Meeting of Members and Special Meeting of Members; and 8

9 (iii) Honorary Members shall not have the right to vote on any matter brought before an Annual General Meeting of Members or a Special Meeting of Members. An Honorary Membership ends upon the earlier of: receipt by the College of a written resignation by the Honorary Member; a vote by three quarters (3/4) of the Members in attendance at either an Annual General Meeting of Members or a Special Meeting of members Non-practicing Members (d) A General Member may apply to the Board to be granted the designation of a Non-practicing Member. The Board shall grant any application by a Member for the designation of Non-practicing Member provided that the Member, at the time of the application, meets the criteria set out in s.7 (1) of the Regulations. A Non-practicing Member may revoke the designation and may resume being a General Member upon meeting the requirements set out in subsection 7(5) of the Regulations. A Non-practicing Member shall not engage in the practice of Respiratory Therapy. A Non-practicing Member shall have the right: (iii) (iv) (v) (vi) to notice of every Annual General Meeting of Members; to notice of every Special Meeting of Members; to attend and participate in every Annual General Meeting of Members and Special Meeting of Members; to vote at every Annual General Meeting of Members and Special Meeting of Members; and to be nominated for election to the Board and to vote at meetings of the Board; and to nominate eligible Members for election to the Board Termination of Membership A Member other than an Honorary Member ceases to be a Member of the College upon any of the following: receipt by the College of a notice of resignation as a Member executed by the Member; 9

10 by resolution of the Board where a Member has failed to pay any fees, dues, or levies duly imposed by the Board upon the Member to be paid to the College; and where an adjudication panel has ordered that a Member surrender his or her license to the Council Suspension of Membership A member other than an Honorary Member may be suspended by the Board of the College in the event that: a Member fails to pay any fees, dues, or levies duly imposed by the Board by the required due date upon which the fees, dues or levies were required to be paid to the College; or where an adjudication panel has ordered that a Member be suspended A suspended Member shall not have the right to: vote on any matter brought before either an Annual General Meeting of Members or a Special Meeting of Members; to engage in the Practice of Respiratory Therapy Annual General Meeting ARTICLE V MEETINGS OF THE COLLEGE AND MAIL VOTES The College shall hold an Annual General Meeting of Members once during each calendar year at such time and place as Board may determine to: (iii) Receive the audited financial statements of the College; Receive the Annual Report of the College and receive the verbal and written reports of the College s Committees; Receive the verbal and written report by the Board concerning the activities of the College, since the last Annual General Meeting; (iv) (v) Conduct elections for the Board; and Transact other business as may be required. Any resolution, motion or matter carried or passed at an Annual General Meeting shall be considered at the next meeting of the Board. 10

11 5.02 Notice of Annual General Meeting Notice of the Annual General Meeting together with an agenda for the Annual General Meeting, a copy of the minutes from the previous Annual General Meeting, and the nomination and voting procedure for any elections to be held at the Annual General Meeting, shall be mailed by ordinary mail or to Members at their last known address not less than Twenty One (21) days and not more than Fifty (50) days prior to the date of the Annual General Meeting, and shall state the date, time, and location of the Annual General Meeting Special Meetings The Board: may, whenever it deems appropriate; and upon a request in writing made by Members who are in good standing and who represent twenty-five (25%) percent of the total Members, shall, convene a Special Meeting of the Members of the College. The business considered at the Special Meeting shall be limited to the matters set out in the Notice of Special Meeting sent pursuant to Article 5.04 and shall in general consist of either a specific and urgent matter which cannot be delayed until the next Annual General Meeting; or matters considered special business pursuant to Section 222 of the Corporations Act (Newfoundland and Labrador). Any resolution or matter carried at a Special Meeting shall be considered at the next meeting of the Board Notice of Special Meetings Notice of a Special Meeting together with the purpose for holding the meeting shall be sent to the Members of the College at their last known address not less than Twenty One (21) days and not more than Fifty (50) days prior to the date of the Special Meeting. The date, time, and location for a Special Meeting shall be determined by the Board in their sole discretion, acting reasonably. Notice of a Special Meeting of Members shall state: the nature of the special business in sufficient detail to permit the Members to form a reasonable judgment on the special business and (b )the text of any special resolutions to be submitted. 11

12 5.05 Agenda for Special Meetings Only the matter or matters set out in the notice of a Special Meeting shall be dealt with at a Special Meeting Chairperson of Meetings The Chairperson of the College or, in his/her absence, the Vice-Chairperson of the College, shall be the Chairperson of any meeting of the College. In the absence of both the Chairperson and the Vice-Chairperson, a Member of Board elected by the Members at the meeting shall be the Chairperson of the meeting. Notwithstanding Article 5.06, the Board may retain such individuals as the Board deems necessary to assist in chairing a meeting of the College Quorum for Meetings The presence of ten percent (10%) of the Members of the College in good standing, with a minimum of two Board members at the commencement of a meeting of the College shall constitute a quorum for any meeting of the College Failure to Reach a Quorum If a quorum is not present within one-half (½) hour after the time set for a meeting of the College, the meeting shall be rescheduled for a date, time, and location, selected by the Board, in their sole discretion, acting reasonably Procedure at Meetings Subject to these By-laws, all meetings of the College shall be conducted in accordance with Roberts Rules of Order, the latest edition Voting Rights Each Member in good standing eligible to vote, excepting the Chairperson, shall have one vote per matter at a meeting of the College. In the event of a tie vote at any meeting of the College, the Chairperson of the meeting shall cast the deciding vote Forfeiture of Voting Rights A Member, who is not in good standing with the College,is ineligible to cast a vote, either in person or by proxy, at a meeting of the College and is ineligible to participate in a mail vote described in Article

13 5.12 Votes Subject to Article 5.07, a majority vote of the Members eligible to vote who are in attendance, or voting by proxy at any meeting of the College, shall be sufficient to determine any resolution or matter at a meeting of the College, except as otherwise specified in the By-laws, the Regulations or the Act Voting Process Subject to Article 6.04, at a meeting of the College, a resolution or matter shall be decided by a show of hands unless, in the opinion of the Chairperson, a secret ballot is necessary and, unless a secret ballot is conducted, a declaration by the Chairperson of a meeting that a resolution or matter on a show of hands has been dealt with, is conclusive proof that the resolution or matter has been dealt with Proxy Voting Votes at any meeting of the College may be give either personally or by proxy and, if by proxy, in the form and manner prescribed in Articles 5.14 to 5.14 (d). An instrument appointing a proxy, shall be approved by the college and available to members on the website as well as mailed to members with the meeting notice. Instruments appointing a proxy shall be delivered to the address of the College, not less than three (3) days prior to the date specified, or presented at the beginning of the meeting of the College to which the proxy applies. (d) Only a Member in good standing may grant a proxy or act as a proxy Mail Vote A matter or resolution may be voted upon by mail if the Board, in its sole discretion, determines that any matter or resolution shall be the subject of a mail vote. When the Board determines that a matter or resolution shall be the subject of a mail vote, it shall be sent by ordinary mail to each Member at his or her last known address and shall include the following: (iii) The matter or resolution which is to be the subject of a mail vote; Such background information as Board deems appropriate; A ballot; 13

14 (iv) (v) Directions as to voting, which the Board deems appropriate; and A date and time specified by Board for the closing and receipt of the mail vote. (d) (e) (f) (g) Members mail votes which are not received at the office of the College on or before the stated closing date will be deemed spoiled and shall not be counted. In order to be a valid mail vote, at least ten (10%) percent of all mail votes sent by the College must be received by the College on or before the stated closing date. If less than ten (10%) percent of the mail votes are received by the College on or before the stated closing date then the mail vote shall automatically be null and void. Immediately following the date specified for the closing of a mail vote, a scrutineer appointed by the College shall tabulate the mail votes and provide the results of the vote to the Chairperson who shall notify the Members in writing of those results, within Twenty (20) days of the results being provided to the Chairperson. In the event of a tie vote, the Chairperson of the Board shall cast a deciding vote. All mail vote ballots shall be retained for sixty (60) days following the date specified for the closing of a mail vote, and then subsequently the mail vote ballots shall be destroyed. ARTICLE VI BOARD 6.01 Composition of the Board The Board shall consist of not less than four (4) and not more than seven (7) persons, who shall each be a General Member, or Non-practicing Member, of good standing, including Board members holding the office of Chairperson, Vice- Chairperson, Treasurer, Secretary and Past-Chairperson, and up to additional Board members. In the case of there being only four (4) members of the Board, the office offices of Treasurer and Secretary shall be held by one member Term of Office Board members shall hold office for a two (2) year term which is deemed to have begun on the date of the last Annual General Meeting. Subject to Article 6.02 any Board member whose term of office as a Board member is expiring shall be eligible for re-election. 14

15 A Board Member shall not serve in the same position for more than two (2) consecutive terms of office. (d) A board member shall not serve for more than eight (8) consecutive years (four terms) Nominations Nominations for Board positions (iii) (iv) shall only be made for General Members and Non-practicing Members, in good standing; shall only be made by General Members and Non-practicing Members, in good standing; shall only be submitted to the College if consented to by the Member being nominated; must be received by the College within the time and in the form prescribed by the nominating procedure set out in Article VIII of the By- Laws and in the notice of the election. An eligible Member can only be nominated for election to one of the Board offices (Chairperson, Vice-Chairperson, Treasurer, Secretary, Past- Chairperson, or as a non-office holding Board member) Elections All elections for the Board shall be by secret ballot, in accordance with the voting procedure set out in Article VIII of the By-Laws and in the notice of the election, and shall be by simple majority vote, provided that in the event of a tie vote such vote shall be re-taken Election by acclamation If the number of Member nominees for election to the Board is equal to or more than the minimum number of vacant Member positions on the Board, and is less than or equal to the maximum number of vacant Member positions on the Board, then all such nominees are deemed to be elected by acclamation, and without the necessity of conducting a vote Vacancy Where a vacancy or shortage of Members on the Board occurs at any time, the Board may appoint Members to fill any vacant positions. 15

16 6.07 Deemed Vacancy A Board Member shall be deemed to have vacated the position of Board Member if: The Board Member becomes incapacitated or dies; The Board Member s conduct is found by an adjudication tribunal to have constituted conduct deserving of sanction under the Act; or The Board Member resigns in writing Removal of a Board or Committee Member A Board Member may be removed from the Board where a motion to that effect is passed by a majority of the other Members of the Board. A member of a Committee may be removed from a Committee where a motion to that effect is passed by a majority of the Board Duties of the Chairperson The Chairperson, in conjunction with the Board, is ultimately responsible for fulfilling the mandate, objectives and strategic plans of the College. He or she is directly accountable to the Council and indirectly accountable to the government, the public and the profession for the effective governance of the College in accordance with all applicable legislative requirements. The Chairperson shall perform the following duties: (iii) (iv) (v) (v) Presiding as Chair of all meetings of the Board, Overseeing the operations and performance of the Board; Participating in cultivating, recruiting and orienting new Board Members, officers, committee Members and chairs, and volunteers; Signing contracts, documents or instruments in writing as required by the College; Other duties which maybe requested by the Board from time to time; and Act as a source of expertise on Council Duties of the Vice-Chairperson The Vice-Chairperson shall perform the following duties: Perform the duties of the Chairperson if the Chairperson is absent, unable, or unwilling to perform his duties; 16

17 (d) Serve in the place of the Chairperson as one of the College s representatives on the Council if the Chairperson is absent, unable, or unwilling to perform his duties; Act as a signing officer on exchequers and other documents as required by the Board; Perform other duties, which may be requested by the Board from time to time Duties of Treasurer The Treasurer shall be responsible for: (d) (e) (f) (g) (h) (j) Accounting practices and classification of accounts; Internal control and auditing; Financial planning; Budget control; Managing the College s assets; Managing the College s revenues, including receipts, recording and control of funds; Deposits to accounts maintained by the College; Producing financial reports for the use of the Board; Submitting a financial statement to the auditor 15 days after the close of each fiscal year; and The custody of the seal of the College Duties of the Secretary The Secretary shall be responsible for: (d) (e) (f) Preparing materials and agenda for meetings of the Board; Minute all meetings called by the Chair both Board meetings and the Annual General meeting; Compile and prepare the College Annual Report; Communicate and organize all College meetings; Maintain all confidential documents, legal documents and College meeting minutes; 17

18 (g) Perform other duties, which may be requested by the Board from time to time Duties of Past-Chairperson The Past-Chairperson shall be the individual who held the position of the Chairperson immediately prior to the current Chairperson. In the event that there is no one who has held the role of Chairperson before the current Chairperson, or that person is unable or unwilling to act, the Board may elect a member of the Board to act as Past- Chairperson. The Past-Chairperson shall be a member of the Board and shall perform the following duties: overseeing the nomination and election process set forth in Article VIII; and such other duties as may be set out in these By-Laws or as may be approved by the Board Meetings of the Board Meetings of the Board shall be held in Newfoundland and Labrador at least two (2) times per year, on such dates and at such times and places as may be determined by the Chairperson, acting reasonably. Reasonable notice of the time, date, and place of each meeting of the Board, shall be given to each Board member 6.15 Special Meeting of the Board Notwithstanding Article 6.14, a special meeting of the Board shall occur upon the request of a majority of the Members of the Board Parliamentary Procedure Subject to any provisions in the By-laws, all meetings of the Board shall be conducted in accordance with Roberts Rules of Order, the latest edition Chairperson The Chairperson or, in the absence of the Chairperson, the Vice-Chairperson, shall chair meetings of the Board Quorum The quorum for meetings of the Board shall be a simple majority of the Members of the Board. 18

19 6.19 Voting Privileges With the exception of the Chairperson of the Board, each Member of the Board shall have one (1) vote. In the event of a tie vote, the Chairperson of the Board shall then cast a deciding vote Remuneration and Reimbursement Members of the Board and Members of the College s Committees may be reimbursed pursuant to the College s expense policy for their reasonable travel, accommodation, and miscellaneous expenses incurred while carrying out Board or Committee duties National Representation The College will have two representatives on the National Alliance of RespiratoryTherapy Regulatory Bodies (NARTRB) as follows: the Chairperson of the Board of the College; and the NLCHP Elected Representative elected in accordance with Article Newfoundland and Labrador Council of Health Professionals The College will have two representatives on the Council as follows: The Chairperson of the Board; and A Member of the College who meets the requirements set forth in the by-laws of NLCHP, Section 7, and is elected as per this Article 6.22( NLCHP Elected Representative ). The NLCHP Elected Representative must be elected by a plurality of ballots cast either at an Annual General Meeting, or Special Meeting held for such a purpose provided that notice is given to all Members of its intent to hold such a Special Meeting at least thirty (30) days in advance of such a meeting. In the event that the NLCHP Elected Representative is unable to fulfill the duties of College representative on the Council, whether as a result of death, incapacity, or resignation, the College will elect another person to that position, within sixty (60) days by way of the process set out in Article This person must meet the criteria set forth by the by-laws of the Council and in these By-Laws and will represent the College for the balance of the term remaining. 19

20 ARTICLE VII COMMITTEES 7.01 Committees The Board may form committees as deemed necessary for the function of the College. A person appointed to a committee established under these By-Laws shall serve for a term determined by the Board not exceeding 2 years, and is eligible for reappointment but may not serve more than 2 consecutive terms. (d) (e) (f) (g) A committee member may be removed by a majority vote of the Board. The Board must designate a Committee chair and a Committee vice-chair from among the members of the Committee. Each Committee must annually, or more frequently as may be required by the Board, submit a report of its activities to the Board. The Chairperson of the Board is an ex-officio member of every committee. The Board shall appoint to the Committees persons who shall be Members in good standing, Honorary Members, or Non-practicing Members, or any other person deemed necessary to carry out the business of the committee. If a vacancy exists on a Committee, the Board may appoint one or more Members in good standing, Honorary Members, or Non-practicing Members to fill any vacant positions, or any other person deemed necessary to carry out the business of the committee Special and Ad Hoc Committees 7.03 Term Notwithstanding Article 7.01, the Board may from time to time, appoint special and ad hoc Committees that it considers necessary to assist in the management and administration of the College. Members of Committees of the College shall serve for a term of two (2) years or until a successor has been appointed, but in any case, shall not serve more than two consecutive terms. 20

21 7.04 Committee Meetings All meetings of Committees of the College shall occur at the dates, times, and places which the Committee chair, acting reasonably, considers appropriate and shall be conducted in accordance with Roberts Rules of Order, the latest edition Quorum The quorum for meetings of the Committees shall be a simple majority of the members of the Committee Nomination ARTICLE VIII NOMINATION AND ELECTION Eligibility for Election A General Member or Non-practicing Member is eligible for election to the Board if (iii) (v) (vi) the Member is duly nominated and in good standing with the College; the Member has at least 2 years of professional experience in the field of respiratory therapy; the Member s certificate of registration has not been revoked or suspended in the six years preceding the date of the election for any reason; the Member is the holder of a Certificate of Registration and the Certificate is not subject to a term, condition, or limitation arising from an incapacity; and the Member has not been the subject of a finding of conduct deserving of sanction under the Act by an adjudication tribunal in the four years preceding the date of the election. Nomination Procedure The nomination procedure for the Board is: At least 21 days prior to the election the Secretary must mail by mail to every Member, excepting Honorary Members, notice of the date of an election and provide information about the nomination and voting procedure. A General Member or Non-practicing Member in good standing may nominate for the Board one General Member or Non-practicing in good standing with the nominee s consent and in accordance with the College nomination procedure set out in the notice of the election. 21

22 (iii) 8.02 Election The Past-Chairperson must disqualify any nominee whose nomination or election contravenes the Regulations, the By-laws, or the nomination procedures, or who does not meet the requirements of Article The Past-Chairperson will notify the nominee of the reasons for disqualification in writing and report the disqualification with reasons to the Board. Election Procedure The nomination procedure for the Board is: (iii) (iv) (v) (vi) (xi) Each Member in good standing, other than an Honorary Member, will be entitled to one ballot and may cast one vote for each member to be elected on such ballot. A ballot must not be counted unless it is received by the Past-Chairperson prior to the expiry of the time indicated in the election procedure included with notice of election. The person receiving the most votes for each position is elected. In the case of a tie vote, the Past-Chairperson must determine the successful candidate, from between or among the candidates who received the equal number of votes giving rise to the tie, by random draw. The Past-Chairperson must supervise and administer all Board elections and may establish the nominating and election procedures, consistent with these By-laws, for that purpose. In the event of any irregularity or dispute with respect to any nomination, ballot or election, the Past-Chairperson will be the sole arbitrator thereof, and his or her decision is final. Where the number of nominees is less than or equal to the number of Board positions to be filled by the election the Past-Chairperson will declare the nominees to be elected by acclamation. The Past-Chairperson shall authorize destruction of the ballots prior to the conclusion of the meeting or special meeting Election Results As soon as possible following the counting of ballots, the Past- Chairperson shall: Notify each candidate of the results of the election Notify all members of the results of the election and provide the names of the members elected or acclaimed to the Board by publishing the information on the College website. 22

23 9.01 Conflicts of Interest ARTICLE IX CONFLICTS OF INTEREST AND CONFIDENTIALITY All Members of the Board or its Committees have a duty to carry out their responsibilities to serve and protect the interest of the public. As such, they must not engage in any activities or in decision-making of any matters where they have a personal or financial interest, whether directly or indirectly. Where a Member of the Board or its Committees believes that he or she may have a conflict of interest in any matter which is the subject of deliberation or action by the Board or its Committees, he or she shall consult, as needed, with the Chairperson, the Past-Chairperson or legal counsel and, if there is any doubt about the matter, declare the potential conflict to the Board or the Committee and accept Board's or the Committee s direction as to whether there is the existence or appearance of a conflict of interest. Where a Member of the Board or its Committees believes that he or she has a conflict of interest, including an appearance of a conflict of interest, in any matter which is the subject of deliberation or action by the Board or its Committees, he or she shall: (iii) (iv) Prior to any consideration of the matter at the meeting, disclose the fact that he or she has a conflict of interest; Not take part in the discussion of, or vote on, any question in respect of the matter; Absent himself or herself from the portion of the meeting relating to the matter; Not attempt in any way to influence the voting or do anything that might be perceived as attempting to influence the decision of other members on the matter. (d) Every declaration of conflict of interest and the nature of the conflict shall be recorded in the minutes of the meeting Confidentiality Every person employed, retained or appointed for the purposes of the administration of these By-laws and every Member of the Board or Committees shall keep confidential all information that comes to his or her knowledge in the course of his or her duties and shall not communicate any information to any other person unless the disclosure is authorized by the Bylaws or the Board. Members of the Board and Committees, staff and persons retained or appointed by the College are required to maintain confidentiality of information 23

24 that comes before them in the course of discharging their duties until disclosure is authorized by the Board. Board and Committee Members, staff and persons retained or appointed by the College are required to sign, annually, the confidentiality agreement approved by the Board. ARTICLE X FEES, DUES, AND LEVIES Fees, Dues, and Levies The Board shall, within a reasonable time before the beginning of the College s fiscal year, establish: (iii) (iv) The Registration fee payable by Members; The Annual Registration Renewal fee payable by Members; Any Membership or other fees payable by Members, and Nonpracticing Members; and Other fees payable by any other third-party or non-member as deemed necessary by the Board. Notwithstanding Article 10.01, the Board may establish different registration fees payable for General Members, General Temporary Members and Nonpracticing Members. ARTICLE XI MEDIA COMMUNICATIONS Media Communications All media contacts concerning the College shall be channeled and coordinated through the Chairperson of the College. Any member of Board or Committee being asked by media representatives to provide interviews or to respond to inquires or to comment on issues concerning the operation of the College should refer them to the Chairperson of the College. The Chairperson, or in the absence of the Chairperson, the Vice-Chairperson, is the authorized spokespersons of the College. They may request a member of the Board or member of the College to perform this function, if necessary, under the circumstances. 24

25 (d) Unless authorized by the Chairperson, or in the absence of the Chairperson, the Vice-Chairperson, a member of the Board or a Committee shall not communicate with the media to provide interviews or respond to inquiries or comment on issues concerning the operation of the College. All messages to the media and to the public must be consistent with the established or approved policies and positions of the College. ARTICLE XII AMENDMENT OF BY-LAWS Amendment of By-laws Proposed changes to By-laws must be mailed/ ed to all Members to their last known address at least Twenty One (21) days prior to the Annual General Meeting or a Special Meeting called for the purpose of amending the By-laws. Notwithstanding anything to the contrary in these By-laws, the By-laws may only be amended by a vote of a simple majority of the Members eligible to vote and present at an Annual General Meeting or at a Special Meeting called for the purpose of amending the By-Laws. Within Ninety (90) days of ratification of any amendments to the By-laws, the Board shall send a copy of the amended By-laws to Members by mail or to their last known address. ARTICLE XIII ADOPTION OF SCHEDULES List of Schedules The following schedules are attached to these By-Laws 1) Code of Conduct 2) Rules of the College 3) Scope of Practice 4) Statement on Sexual Misconduct 5) Code of Ethics 6) Standards of Practice 25

26 Schedule 1 Code of Conduct 1. This schedule applies to Members of the College and all committees of the College. 2. Board and Committee members must, at all times, maintain high standards of integrity, honesty and loyalty when discharging their College duties. They must act in the best interest of the College. They shall: 3. Be familiar and comply with the provisions of the Act, its regulations and the By- laws and policies of the College; 4. Diligently take part in committee work and actively serve on committees as appointed by the Board; 5. Regularly attend meetings on time and participate constructively in discussions; Board members are expected to attend all meetings (in person or by virtual means); should a board member be absent for three (3) consecutive meetings, the board member can be removed from office as per Article Offer opinions and express views on matters before the College, Board and Committees where appropriate; 7. Participate in all deliberations in a respectful and courteous manner, recognizing the diverse background, skills and experience of Members on the Board and Committees; 8. Uphold the decisions made by the majority of the Board and Committees regardless of the level of prior individual disagreement 9. Place the interests of the College, Board and Committees above all other interests; 10. Avoid and where that is not possible, declare any appearance of or actual conflicts of interest; 11. Refrain from including or referencing Board or Committee positions held at the College in any personal or business promotional materials, advertisements and business cards; 12. Preserve confidentially of all information before the Board or Committee unless disclosure has been authorized by the College or otherwise exempted under the Act; 13. Refrain from communicating to members, including other Board or Committee members, on statutory committees regarding registration, complaints, reports, investigations, disciplinary or fitness to practice proceedings which could be perceived as an attempt to influence a statutory decision or a breach of confidentiality, unless the or she is a Member of the panel, or where there is no panel, of the statutory committee dealing with the matter; 14. Respect the boundaries of staff whose role is not to report to or work for the individual Board or Committee Member; and 15. Be respectful of others and not engage in behavior that might reasonably be perceived as verbal, physical or sexual abuse or harassment. 26

27 Schedule 2 Rules of the College 1. In this Schedule, Member means a Member of the College. 2. Each agenda topic will be introduced briefly by the person or committee representative raising it. Members may ask questions of clarification, then the person introducing the matter shall make a motion and another Member must second the motion before it can be debated. 3. When any Member wishes to speak, he or she shall so indicate by raising his or her hand and shall address the presiding officer and confine himself or herself to the matter under discussion. 4. Persons with expertise in a matter may be permitted by the presiding office to answer specific questions about the matter. 5. Observers at the college meeting are not allowed to speak to a matter that is under debate. 6. A Member may not speak again on the debate of a matter until every other Member of the College who wishes to speak to it has been given an opportunity to do so. The only exception is that he person introducing the matter or a staff person may answer questions about the matter. Members will not speak to a matter more than twice without the permission of the chair. 7. No Member may speak longer than five minutes upon any motion except with the permission of the Chair. 8. When a motion is under debate, no other motion can be made except to amend it, to postpone it, to put the motion to a vote, to adjourn the debate or the College meeting or to refer to motion to a committee. 9. A motion to amend the motion under debate shall be disposed of first. Only one motion to amend the motion under debate can be made at a time. 10. When it appears to the presiding officer that the debate in a matter has concluded, when the College has passed a motion to vote on the motion or when the time allocated to the debate of the matter has concluded, the presiding officer shall put the motion to a vote. 11. When a matter is being voted on, no Member shall enter or leave the meeting room and no further debate is permitted. 12. No member is entitled to vote upon any motion in which he or she has a conflict of interest, and the vote of any Member so interested will be disallowed. 27

28 13. Any motion deiced by the College shall not be re-introduced during the same session except by a two-thirds vote of the College Members eligible to vote and then present. 14. Whenever the presiding officer is of the opinion that a motion offered to the College is contrary to these rules or the by-laws, he or she shall rule the motion out of order and give his or her reasons for doing so. 15. The presiding officer shall preserve order and decorum and shall decide questions of order, subject to an appeal to the College without debate. 16. The above rules may be relaxed by the chair if it appears that greater informality is beneficial in the particular circumstances unless the College requires strict adherence. 17. Members are not permitted to discuss a matter with observers while it is being debated. 18. Members shall turn off cell phones during College meetings and except during a break in the meeting, shall not use a cell phone, blackberry or other electronic device. Electronic devices shall only be used during College meetings to review materials related to the matter under debate (eg electronic copies of background documents) and to make a personal note of the debate. 19. Members are to be silent while others are speaking. 20. In all cases, not provided for in these rules or by other rules of the College, the current edition of Robert s Rules of Order shall be followed so far as they may be applicable. 28

29 Schedule 3 Statement on Sexual Misconduct The Newfoundland and Labrador College of Respiratory Therapists recognizes there are no circumstances in which sexualized conduct in the current therapist-patient relationship is acceptable. Sexual misconduct is antithetical to our standards and ideals and will not be tolerated. Sexual misconduct incorporates a range of behaviors including rape, sexual assault (which includes any kind of non-consensual sexual contact), sexual harassment, intimate partner violence, stalking, and any other conduct of a sexual nature that is non-consensual, or has the purpose or effect of threatening, intimidating, or coercing a person or persons. Sexual misconduct is a spectrum encompassing the whole range of inappropriate therapist-patient interactions of a sexual nature including the following examples: Voyeurism as may be expressed by inappropriate disrobing or draping practices that reflect a lack of respect for the patient's privacy. Subjecting a patient to an examination in the presence of students or other parties without the consent of the patient or when consent has been withdrawn. Inappropriate comments about or to the patient, including making sexual comments about the patient's body or clothing. Inappropriate comments about the patient's sexual orientation (homosexual, heterosexual or bisexual). Requesting details of sexual history or sexual preference in any situation when this is inappropriate. Inappropriate body contact, including hugging of a sexual nature and kissing. Touching or massaging breasts, genitals or anus, or any other sexualized body part for any purpose other than appropriate physical examination or treatment. This list is not exhaustive. Respiratory Therapists should always keep in mind a patient's perception of what might constitute sexual misconduct, recognizing that this can vary widely from individual to individual. Communicating what will be done and why it is needed can help alleviate misperceptions, ensure cooperation and reduce the risk of patients perceiving procedures as inappropriate or abusive. Reference: Council of the College of Physicians and Surgeons of Nova Scotia,

30 Schedule 4 Scope of Practice The NLCRT acknowledges the National Alliance of Respiratory Therapy Regulatory Bodies for the development of the National Competency Profile as adopted by the College as Respiratory Therapy Scope of Practice. Reference: Schedule 5 Code of Ethics The NLCRT acknowledges the Canadian Society of Respiratory Therapists for development of national Code of Ethics as adopted by the College. Reference: Schedule 6 Standards of Practice The NLCRT acknowledges the Canadian Society of Respiratory Therapists for development of national Standards of Practice as adopted by the College. Reference: 30