Application for incorporation of a corporation without share capital under Part II of the Canada Corporations Act

Transcription

1 Application for incorporation of a corporation without share capital under Part II of the Canada Corporations Act To the Minister of Industry, I The undersigned hereby apply to the Minister of Industry for the grant of a charter by letters patent under the provisions of Part II of the Canada Corporations Act constituting the undersigned, and such others as may become members of the Corporation thereby created, a body corporate and politic under the name of CANADIAN ACADEMY OF GERIATRIC PSYCHIATRY L ACADEMIE CANADIENNE DE PSYCHIATRIE GERIATRIQUE The undersigned have satisfied themselves and are assured that the proposed name under which incorporation is sought is not the same or similar to the name under which any other company, society, association or firm, in existence is carrying on business in Canada or any province thereof or so nearly resembles the same as to be calculated to deceive and that it is not a name which is otherwise on public grounds objectionable. II The Applicants are individuals of the full age of eighteen years with power under law to contract. The name, the address and the occupation of each of the applicants are as follows: J. Ken Le Clair M.D. Educational Centre for Aging and Health, McMaster University 1200 Main Street West, Chedoke Campus TB74, Hamilton, Ontario L8N 3Z5 David Conn, M.D. Department of Psychiatry, Baycrest Centre for Geriatric Care 2560 Bathurst Street, North York, Ontario M6A 2E1 Marie France Rivard, M.D. Geriatric Psychiatry Program, Royal Ottawa Hospital 1145 Carling Avenue, Ottawa, Ontario K1Z 7K4

2 The objects of the corporation are: III 1. To establish and maintain an organization to promote and develop excellence in the practice of Geriatric Psychiatry. 2. To maintain full association with general psychiatry through a formal relationship with the Canadian Psychiatric Association. 3. To promote and participate in the educational programs that will foster good psychiatric care for older adults and promote their mental health. This will include: working with academic institutions to develop, implement and evaluate standards of training for psychiatrists in the geriatric psychiatry; and the organization of educational programs for the members of the Academy and members of the Canadian Psychiatric Association. 4. To provide a national forum and vehicle for the dissemination for scientific and clinical information in geriatric psychiatry through its publications. 5. To promote research in geriatric psychiatry. 6. To collaborate with relevant organizations and governmental bodies in the development of mental health care resources for the Canadian elderly population. 7. To finance the implementation of the objects of the Academy by levying fees, receiving bequests, donations and grants of money, or in any other manner that is not contrary to the laws of any province or territory. IV The operations of the Corporation may be carried on throughout Canada and elsewhere. V The place within Canada where the head office of the corporation is to be situated is: Canadian Psychiatric Association (Academy of Geriatric Psychiatry) Argyle, Ottawa, Ontario K2P 1B8 Tel Fax

3 VI It is specially provided that in the event of dissolution or winding-up of the corporation, all its remaining assets after payment of its liabilities shall be distributed to one or more organizations in Canada carrying on similar activities. VII In accordance with Section 65 or the Canada Corporations Act, it is provided that, when authorized by by-law, duly passed by the directors and sanctioned by at least twothirds of the votes cast at a special general meeting of the members duly called considering the by-law, the directors of the corporation may from time to time a. Borrow money upon the credit of the corporation, b. Limit or increase the amount to be borrowed, c. Issue debentures or other securities of the corporation, d. Pledge or sell such debentures or other securities for such sums and at such prices as may be deemed expedient; and, e. Secure any such debentures, or other securities, or any other present or future borrowing or liability of the corporation by mortgage, hypothec, charge or pledge of all or any currently owned or subsequently acquired real and personal, moveable and immovable, property of the Corporation, and the undertaking and rights of the Corporation. Any such by-law may provide for the delegation of such powers by the directors to such officers or directors of the corporation to such extent and in such manner as may by set out in the by-law. Nothing herein limits or restricts the borrowing of money by the corporation on bills of exchange or promissory notes made, drawn, accepted or endorsed by or on behalf of the corporation. VII The by-laws of the corporation shall be those filed with the application for letters patent until repealed, amended, altered or added to.

4 The corporation is to carry on its operation without pecuniary gain to its members and any profits or other accretions to the corporation are to be used in promoting its objects. DATED at the City of Ottawa in the Province of Ontario, this day of, J. Ken Le Clair, M.D. David Conn, M.D. Marie-France Rivard, M.D.

5 CANADIAN ACADEMY OF GERIATRIC PSYCHIATRY L ACADEMIE CANADIENNE DE PSYCHIATRIE GERIQTRIQUE Constitution and By-Laws, 1995 The Canadian Academy of Geriatric Psychiatry (CAGP) is a national organization of psychiatrists dedicated to promoting mental health in the Canadian elderly population through the clinical, educational and research activities of its membership. OBJECTS 1. To establish and maintain an organization to promote and develop excellence in the practice of Geriatric Psychiatry. 2. To maintain full association with general psychiatry through a formal relationship with the Canadian Psychiatric Association. 3. To promote and participate in the educational programs that will foster good psychiatric care for older adults and promote their mental health. The will include: working with academic institutions to develop, implement and evaluate standards of training for psychiatrists in geriatric psychiatry; and the organization of educational programs for the members of the Academy and members of the Canadian Psychiatric Association. 4. To province a national forum and vehicle for the dissemination of scientific and clinical information in geriatric psychiatry through its publications. 5. To promote research in geriatric psychiatry. 6. To collaborate with relevant organizations and governmental bodies in the development of mental health care resources for the Canadian elderly population. 7. To finance the implementation of the objects of the Academy by levying fees, receiving bequests, donations and grants of money, or in any other manner that is not contrary to the laws of Canada or any province or territory.

6 BE IT ENACTED A BY-LAWS OF THE CANADIAN ACADEMY OF GERIATRIC PSYCHIATRY/L ACADEMIE CANADIENNE DE PSYCHIATRIE GERIATRIQUE 1. NAME This corporation shall be known as the Canadian Academy of Geriatric Psychiatry and when the French language is used, it shall be known as L Academie Canadienne de Psychiatrie Geriatrique. 2. INTERPRETATION Throughout these by-laws: 2.1 Academy The word Academy shall mean Canadian Academy of Geriatric Psychiatry. 2.2 Board The word Board shall mean the Board of Directors. 2.3 Singular/Plural The singular shall include the plural and the plural the singular. 3. HEADQUARTERS The head office of the Academy will be at the head office of the Canadian Psychiatric Association or at such place therein as the Board may determine by resolution. 4. LANGUAGES English and French are used in the conduct of the business of the Academy. 5. SEAL The seal shown on the cover of this document shall be the seal of the Academy. It shall be in the custody of the Secretary Treasurer of the Board of Directors and shall be affixed by the Secretary Treasurer to all documents that require to be certified.

7 6. RECORDS 6.1 letters patent; 6.2 by-laws and amendments thereto; 6.3 minutes of the business meetings of the members; 6.4 minutes of the meetings of the Board; and 6.5 such other records as may be directed by the Board from time to time. 7. MEMBERSHIP 7.1 Classes of membership There shall be the following classes of membership in the Academy: Full members, associate members, members in training, affiliate members, life members, inactive members, distinguished members and honourary members. 7.2 Eligibility Full Members Full members shall be: and and a. Physicians who have received certification of fellowship in psychiatry from the Royal College of Physicians and Surgeons of Canada, or by a provincial college in the province in which they practice, or hold such other specialist qualifications in psychiatry as shall be acceptable to the Board; b. Have satisfactorily completed two years of training in geriatric psychiatry or have primarily practised geriatric psychiatry for a minimum of 3 years or have had at least one year of training in an approved program and have primarily practised geriatric psychiatry for a minimum of one year; c. Are legally qualified medical practitioners who are acceptable to the Board.

8 Associate members Associate members shall be: a. Physicians who have received certification of fellowship in psychiatry from the Royal College of Physicians and Surgeons of Canada, or by a provincial college in the province in which they practice, or hold such other specialist qualifications in psychiatry as shall be acceptable to the Board; and b. Have satisfactorily completed on year of training in geriatric psychiatry and have primarily practise geriatric psychiatry for less than one year; and c. Are legally qualified medical practitioners who are acceptable to the Board Members-in-training Members-in-training are physicians who are registered in an approved postgraduate training program in psychiatry. They may apply to become members-in-training and remain such, as long as they are registered in such a training program. Members-in-training who go on to further fellowship training may extend their member-in-training status by one year upon application and providing documentation of being enrolled in such a training program Affiliate members Affiliate members are individuals who, by the nature of their professional or volunteer activities, have an interest in geriatric psychiatry and are acceptable to the Board Life members Life members are full members of the Academy who have reached the age of sixty-five (65) and have been active members of the Academy for the previous consecutive 30 years. In special circumstances, the membership committee may recommend to the Board for life membership full members who, at the age of sixty-five, have not achieved thirty consecutive years of active membership.

9 Distinguished members Distinguished members are psychiatrists who have achieved pre-eminence in the area of Geriatric Psychiatry and upon whom the Academy wishes to bestow special recognition. There shall be no more than twelve (12) distinguished members at any one time Honourary members Honourary members are individuals who have made outstanding contributions to the field of mental health and upon whom the Academy wishes to bestow special recognition Inactive members Any member who is unable to continue payment of fees as a consequence of hardship of illness may apply to the Membership Committee to become an Inactive Member. Inactive members shall have no voting privileges, shall pay no fees but shall be entitled to receive the publications of the Academy Application Full members, Members-in-training, Associate and Affiliate Members All candidates for full, associate affiliate or member-in-training memberships shall use the appropriate membership application form and be sponsored by a full member of the Academy. All such applications shall be reviewed by the Membership Committee which shall, in turn, make recommendations to the Board. Decisions will be reached by majority vote of the Board. An approved candidate shall be admitted to membership upon payment of the prescribed due. A rejected candidate may appeal in writing to the Board outlining the grounds on which the appeal is based. The decision of the majority of the Board on such appeals will be final. The Membership Committee shall have the right to communicate with University Departments of Psychiatry, licensing bodies, and with any member of the Academy with the object of ascertaining whether the applicant is properly qualified and a fit person to be a Member Life members Active members for the academy who qualify for life membership under Section may submit an application in writing. Such application shall be considered by the Board at its next regular meeting.

10 Distinguished members On the recommendation of the Membership Committee and the board of directors, an individual may be elected to distinguished membership by the affirmative vote of two-thirds of the active and life members present at any annual general meeting of the Academy Honorary members On the recommendations of the membership committee and the board of Directors, an individual who has made outstanding contributions in the field of mental health may be elected to the Honorary Membership at any annual general meeting of the Academy by an affirmative vote of two-thirds of the active and life members present Fees and dues Dues for each class of membership shall be recommended by the Board and approved by the members at the annual meeting. With the exception of life, distinguished and honorary members, all classes of membership shall pay fees that the Board shall determine. Life members shall be invited to make an annual voluntary contribution in lieu of fees or dues. b. Responsibility All members shall be bound by the Charter and By-Laws of the Academy and shall, by virtue of having applied for, or having accepted membership in the Academy, agree to be governed by the Charter and By-Laws and any additions or amendments thereto. c. Rights and privileges Rights and privileges for all categories of memberships shall include the right to attend and participate in the scientific meetings of the Academy and receive the Academy s publications, and such other benefits of membership which may be conferred by the Board from time to time. Full and life members may vote for directors and officers of the Academy as may distinguished members who have previously been full or life members. Memberin-training who are board members of the Academy may also vote for directors and officers of the Academy.

11 d. Termination Resignation To resign from the Academy, members must do so in writing. Such resignation shall become effective upon acceptance by the Board Failure to Pay Fees and Dues The membership of any member who has failed to pay membership dues or fees within 12 months of the date on which payment was due may be suspended, terminated or otherwise decided upon by the Board Termination of Membership for Just Cause Any member may have their membership terminated for just cause, in accordance with the provisions of the Charter and By-Laws of the Academy. No complaint about a member shall be considered unless the particulars of the complaint are submitted in writing to the Board by two (2) full members. Upon receipt of such a complaint, the Board shall name three (3) full members to act as a complaints committee. The committee shall consider the complaint and, if action is deemed necessary, shall provide the member concerned with a copy of the complaint and an opportunity to present him or herself before the committee to answer the charges. Anyone against whom a complaint is made shall have the right to face the members signing the complaint. The Board, after receiving the report of the committee, may dismiss the charge or expel the member. The member may, in writing, appeal such a decision to the Board, which shall reconsider the matter and, as part of such reconsideration, shall instruct the Executive Committee to appoint an appeal committee that is different from the complaints committee, that shall report through the Executive Committee to the Board. The decision of the majority of the Board shall be final. If any member shall have their professional license to practice suspended in any province, or lose their license to practice, regardless of licenses held to practice in any other provinces, membership may be suspended or terminated by the Board. In the event of an appeal by the member to the provincial licensing authority to reinstate a license and the member so advises the Board in writing within thirty (30) days of the date of loss or suspension of licensure, the Board may suspend a member until the result of the appeal process is known. The decision of a majority of the Board is final.

12 7.7 Reinstatements Arrears 8. GOVERNANCE Any member who has resigned or whose membership has been terminated for failure to pay fees and dues may re-apply for membership. Payment of fees, in cases of reinstatement, shall include the fee for the year in which he ceased to be a member and the fee for the year in which he is reinstated Termination for Just Cause No member who has been expelled by the Board for just cause shall be reinstated to membership in the Academy without specific review by the Board appointed Complaints Committee as per section and upon its recommendation and an affirmative majority vote for the Board in favour of reinstatement. The Board of Directors shall be responsible for the governance of the affairs of the Academy and its assets and funds. The Board may take or cause to be made for the Academy, in its name, any kind of contract which the Academy may lawfully enter into, and generally may exercise all such other powers and do all such acts and things as the Academy, by its charter and otherwise, is authorized to do. The Board may delegate such of its duties and responsibilities as it may deem expedient to the Chair of the Board and/or to the Executive Committee. The Board shall report to the members at their annual general meeting. 9. BOARD OF DIRECTORS 9.1. Directors The Board of Directors of the Academy shall consist of the President, Immediate past president, vice President, Secretary-Treasurer and seven (7) other directors, all of whom shall be Full Members. Two additional members of the Board of directors, i.e. 2 fellows of the Academy, will represent the members-in-training on the Board. The composition of the Board of directors must ensure regional and francophone representation and the nominations committee will seek candidates from the following regions: British Columbia, Prairies, Ontario, Quebec and the Maritimes. At least 2 members of the Board will be Francophones. Ex-officio members of the Board shall be the chairs of standing committees of the Academy. The Board Chair may invite these ex-officio members to attend Meetings of the Board from time to time.

13 9.2. Directors Term of Office Directors, except for the Past president, shall be elected according to procedures outlined in section 13 of these By-laws. The president shall serve for a two-year term and serve no more than 2 consecutive terms. The vice president, secretary treasurer and all other directors will serve for terms of 2 years with the possibility of being re-elected. Members in training who participate in the Board of the Academy will hold a maximum term of two years and must step down if they terminate their training before the end of this 2 year mandate Remuneration Expenses incurred in connection with attendance at each regular or special meeting of the board may be refunded. For the meetings held in conjunction with the annual general meeting of the academy, a partial reimbursement, in the form of a stipend, will be offered to those board members who incur significant costs for such attendance. The formula for the stipend will be presented to the members for their approval at each annual business meeting of the academy Vacancies A quorum of directors may fill a vacancy in any office, whether occurring by reason of death, resignation or otherwise until the next annual general meeting of the Academy. Directors so appointed shall be eligible for election to a full term of office at the completion of their appointed term Removal from Office Directors or officers may be suspended from office for just cause by a majority vote of the Board of Directors and may be removed from office by a majority vote of active members and life members at a duly convened meeting of members. 10. CHAIR OF THE BOARD OF DIRECTORS The President of the Academy shall be the Chair of the Board of Directors Responsibilities of the Chair of the Board In addition to the other powers, duties, responsibilities, and authority of the Chair of the Board provided for in these by-laws, the Chair of the Board: 1. shall, subject to the supervision, direction and control of the Board of Directors of the Academy, have and exercise all the powers, duties, responsibilities and authority to discharge full responsibility for enunciating

14 policies of the Academy and managing and directing the business and affairs of the Academy. 2. shall perform all such other duties as may be assigned by the Board Meetings of the Board of Directors The Chair of the Board shall determine the time and place of meetings of the Board of Directors which shall be held at least once annually, notice having been given not less than fourteen (14) days prior to the meeting date. Meetings of the Board may be called at any time by the Chair or by a majority of the directors. No error or omission in giving such notice for a meeting of directors shall invalidate such meeting, or invalidate to make void any proceedings taken or had at such meeting, and any directors may at any time waive notice of any such meeting and may ratify and approve any or all proceedings taken or had thereat. Fifty (50) percent plus one (1) of the members of the Board shall form a quorum for the transaction of business. The Chair shall preside at all meetings of the Board and of the Executive Committee. If all the directors of the Academy consent thereto generally or in respect of a particular meeting, a director may participate in a meeting of the Board or of a committee of the Board by means of such conference telephone call or other communication facilities, and a director participating in such a meeting by such means is deemed to be present at the meeting In the event that the Chair of the Board is temporarily unable to carry out the duties of office, the alternate leaders are (in order) the Vice President and the Immediate Past President. The Chair of the Board of Directors shall conduct the meetings. Questions arising at any meeting of the Board of Directors shall be decided by a majority of votes of the directors and officers present at the meeting. Each director shall have one vote at all directors meetings. Ex-officio members or the Board per Section 9.1 shall have no vote. In case of an equality of votes, the Chair of the Board shall cast a deciding vote Any member of the Academy shall be free to attend open meetings of the Board as an observer.

15 EXECUTIVE COMMITTEE Any full member, member-in-training, life, distinguished or honourary member of the Academy shall have the right to make representations to and to appear before the Board Members of the Executive Committee In addition to the President and the Secretary-Treasurer, the Board shall appoint an Executive Committee which shall consist of the Vice-President, immediate Past-President, and two Board members. The board shall endeavour to ensure that these two board members represent a different region of Canada from the regions already represented by the president, vice-president, immediate past-president and secretary-treasurer. The Chair of the Board of Directors of the Academy shall be the Chair of the Executive Committee Powers of the Executive Committee In the intervals between meetings of the board, the Executive Committee shall manage the affairs of the Academy, shall actively pursue its objectives, and shall have full discretion in the disbursements of funds of the Academy. Subject always to such directions, restrictions and limitations as may from time to time be given or imposed by the Board, the Executive Committee shall possess and exercise all the powers and authority of the Board of Directors except when the latter is in session Meetings of the Executive Committee The Chair of the Board shall determine the time and place of meetings of the Executive Committee which shall be held at least three (3) times a year, at such times and places as may be designated by the Chair. No error or omission in giving such notice for a meeting of the Executive Committee shall invalidate such meeting, or invalidate or make void any proceedings taken or had at such meeting, and any Executive Committee member may at any time waive notice of any such meeting and may ratify and approve any or all proceedings taken or had thereat. The Chair shall preside at all meetings of the Executive Committee. If all the Executive Committee members consent thereto generally or in respect of a particular meeting, an Executive Committee member may participate in a meeting of the Executive Committee, or a subcommittee of the Executive Committee by means of such conference telephone call or other communications facilities, and an Executive Committee member participating in such a meeting by such means is deemed to be present at the meeting.

16 12. OFFICERS Executive Committee Quorum Fifty (50) percent plus one (1) of the members of the Executive Committee shall form a quorum for the transaction of business. The officers shall consist of the President, the immediate Past-President, the Vice- President, and the Secretary-Treasurer, all of whom shall be active members President The President shall preside at the annual general meeting of the Academy and shall attend all meetings of the Board and the Executive Committee, and shall be ex-officio, a member of all councils or committees, during his term of office. The president shall serve for a two-year term beginning at the annual general meeting of the Academy which follows his/her election and he/she shall serve no more than two (2) consecutive terms In the event that the President is temporarily unable to carry out the duties of office, the Vice-President will fulfil these duties Vice-President The Vice-President shall be an active member of the Academy who shall assist the President and shall assume all duties and power of the President during the President absence. The Vice-President shall serve for a two-year term beginning at the annual general meeting of the Academy which follows his/her election and he/she shall serve no more than two (2) consecutive terms Secretary Treasurer The Secretary-Treasurer shall be a full member who shall be responsible for or shall arrange for the safekeeping of records and of minutes of meetings of the Board and of the members, for the keeping of all financial records and for the conduct of all financial transaction of the Academy. The Secretary-Treasurer shall be proposed by the Executive Committee or Board of Directors and elected by the Board and may serve two (2) consecutive terms, each of which shall be of a two

17 (2) year duration beginning at the annual general meeting of the Academy immediately following his/her election In the event that the Secretary-Treasurer is temporarily unable to carry out the duties of office, the Executive Committee of the Academy may appoint an active member to be temporary Secretary-Treasurer Appointment Protocol for Secretary-Treasurer A candidate or candidates for the position of Secretary-Treasurer shall be recommended to the Board by the Executive Committee. Other nominations may be proposed by the Board The Executive Committee will nominate candidates and invite the individuals so nominated to provide their curriculum vitae in confidence The Executive Committee shall review the qualifications of the individuals and rank the candidates. If there is consensus in favour of one candidate, after confirming the interest of the candidate, the committee may agree to recommend one nomination only to the Board If there is no consensus, the Executive Committee may, at its discretion, arrange for an interview of the top two ranked candidates, following which if there is consensus, the Executive Committee shall confirm the interest of the candidate, and recommend one nomination only to the Board In the event that the Executive Committee can reach no consensus, it shall provide both nominations to the Board Should there be more than one (1) nomination, the Board shall elect the Secretary- Treasurer by closed ballot and simple majority. The Secretary-Treasurer so elected shall be recommended for a term of two (2) years.

18 For continuity of the administration and management of the business affairs of the Academy, the term of the Secretary Treasurer shall be staggered with the term of the Chair of the Board to ensure their respective terms of office end in any year other than the same year. In the event that this may not be otherwise prevented, either the Board Chair or the Secretary-Treasurer in office may be requested by the Board to serve an additional one (1) year term Immediate Past-President The immediate Past-President shall be an active member of the Academy who has previously served a term of at least two years as president and who shall assist the president. The term of office of the Immediate Past-President shall be the same term as the term of office of the current president. 13. ELECTIONS Nominating Committee The Nominating Committee shall consist of three (3) active members of the Academy; the most recent Past-President and two (2) active members appointed by the Board. This committee shall function as the Nominating Committee of the Board for candidates for all elected offices by members of the Academy The Nominating Committee shall advise members of the Academy of those positions on the Board of Directors that are vacant, provide nomination criteria wherever applicable and receive and approve nominations of candidates to fill vacancies in any elected position in the Academy except the offices of Secretary Treasurer or those positions on standing committees that are appointed by the Board Chair, and/or the Board of Directors Procedures Nominations for Directors The Nominating Committee shall publicize in an official publication of the Academy notice of those Board positions becoming vacant, at least one hundred (100) days before the annual general meeting. It shall specifically indicate the regions from which the nominations are sought in order to ensure regional representation. Each nomination shall be accompanied by the signatures of three

19 Academy members in good standing of the region which the candidate will represent Nomination criteria for the President and Vice-President shall include: a. Being a member in good standing of the Academy, b. Having served and contributed significantly in the Academy by membership on the Board or its councils/committees, and c. Being highly regarded by their peers and Academy members for their integrity, professionalism and leadership The Nominating Committee shall provide the slate of nominations to the Secretary-Treasurer in time for the slate to be sent to every active members and life members sixty (60) days before the annual general meeting The Secretary-Treasurer shall receive the completed ballots returned by the voting members and present them unopened to the scrutineer at least 10 days before the annual general meeting. Ballots postmarked fewer than twenty (20) days prior to the annual general meeting shall be void. Members present at the annual business meeting who have not already voted by mail ballot may cast their votes at the annual business meeting. 14. STANDING COMMITTEES OF THE ACADEMY 14.1 Standing and special committees may be appointed by the Chair of the Board with the approval of the Executive Committee or Board, and all such committees shall act until discharged or until their successors shall be appointed Appointments of the Chair of Standing Committees The Board of Directors shall appoint the Chairs of the standing committees by simple majority vote. The term for Chair of a standing committee will be two (2) years. At the end of each term, the Chairs of standing committees will be reappointed or a new Chair appointed during the first meeting of the Board after the annual general meeting.

20 14.3 Terms of reference of committees Terms of reference, mandate and funding of standing and special committees shall be recommended and approved by the Chair of the Board with the approval of the Executive Committee or Board Membership on standing committees Membership on standing committees shall be proposed by the Chair of the committee and approved by the Executive or Board Meetings of the standing committees At least once per year and an annual report is to be submitted to the Executive prior to the Annual general meeting Remuneration for committee members None except for expenses as approved by the Board Dissolution of committees Dissolution of standing and special committees shall be by resolution of the Executive or Board. 15. MEETINGS 15.1 Annual General Meetings An annual general meeting of members shall be held in Canada (unless the members resolve otherwise) each year at the place and on the date designated by the Board Quorum Fourteen (14) full and life members shall constitute a quorum at annual business meetings of members. Members who have designated a representative for the purpose of the annual meeting shall be counted as present. Members who so wish to be represented at the annual meeting must indicate their chosen representative in writing at least 7 days prior to the annual meeting and register this chosen representative with the Secretary of the Academy. Any member who has the right to vote at a meeting may attend, notwithstanding that member has designated a representative to vote on their behalf at that meeting. The vote of the member s representative is the vote of the member.

21 15.3 Special Business meetings A special business meeting of full and life members may be convened by the Board at the written request of 50 full and life members or at the request of the Board. Fifty (50) full and life members shall constitute a quorum at such special business meetings of members Notice of meetings A notice of each annual general meeting or special business meeting of full and life members shall be mailed to each full members of the Academy not less than twenty-one (21) days before the date of such meeting. The business to be transacted at such meetings shall be stated in the notice thereof and no other business may be considered at those meetings. Notice of any meetings where special business will be transacted shall contain sufficient information to permit the member to form a reasoned judgement on the decision(s) to be taken Parliamentary Rules of Order The deliberations of the Academy by its Board of Directors committees shall be governed by the rules outlined in the current edition of Roberts Rules of Order Voting Only full members who have paid their fees and life members shall have the right to vote at any business meeting of members. Voting by proxy can be done according to procedure outlined in Order of business At any annual general meeting of the Academy, the President shall determine the order of business and at every annual general meeting, the order of business shall include: - a report of the Board of Directors, - a balance sheet of the most recently terminated fiscal year along with a general statement of income and the report of the auditors thereon, - election of the Board of Directors, - announcement of the officers elected for the ensuing year, - appointment of auditors for the ensuing year, - approval of any recommended Distinguished or Honourary membership(s)

22 - approval of membership fees for the coming year, - such other business as may properly be brought before the meeting. 16. FINANCES AND ADMINISTRATION 16.1 Fiscal Year The fiscal year of the Academy shall be the calendar year Books and Records The financial books and records of the Academy shall be kept in accordance with generally accepted accounting principles. The auditor shall be appointed at the annual general meeting of members for the ensuing year. The auditor shall examine and audit the accounts for that year and submit a report to the Board for presentation to the members at their following annual general meeting Banking Officers and agents appointed by the Academy may endorse cheques for deposit with the Academy s bankers for the credit of the Academy or the same may be endorsed for deposit only with the bankers of the Academy. Any one of such officers or agents so appointed may arrange, settle, balance and certify all books and accounts between the Academy s bankers and the Academy may receive all paid cheques and vouchers an all the bank s forms of settlement of balances and releases or verification slips. All funds of the Academy shall be deposited from time to time to the credit of the Academy in such manner as the Board may approve Funds of the Academy The Board may set aside reserves for contingencies and may add to or designate additional surplus funds of the Academy for specific purposes consistent with the objects of the Academy The Board may direct the investment of the reserves and funds of the Academy into interest-earning vehicles that are deemed to provide acceptable risk and return upon investment to the Academy.

23 The Board may establish honoraria and per diems for services provided to the Academy by members, directors and officers by resolution Employees The Board may employ any person or engage the services of any person on such terms and remuneration as the Board my determine, and may provide authorization in writing to such person(s) to execute financial and administrative activities necessary for the conduct of the business affairs of the Academy Auditors The members shall, at each annual meeting, appoint an auditor to audit the accounts of the corporation for report to the members at the next annual meeting. The auditor shall hold office until the next annual meeting provided that the directors may fill any casual vacancy in the office of the auditor. The remuneration of the auditor shall be fixed by the Board of Directors Books and Records The directors shall see that all necessary books and records of the corporation required by the by-laws of the corporation or by any applicable statue or law are regularly and properly kept Rules and Regulations The Board of Directors may prescribe such rules and regulations not inconsistent with these by-laws relating to the management and operation of the corporation as they deem expedient, provided that such rules and regulations shall have force and effect only until the next annual meeting of the members of the corporation when they shall be confirmed, and failing such confirmation at such annual meeting of members, shall at and from that time cease to have any force and effect Interpretation In these by-laws and in all other by-laws of the corporation hereafter passed unless the context otherwise requires, words importing the singular number or the masculine gender shall include the plural number or the feminine gender, as the case may be, and vice versa, and references to persons shall include firms and corporations.

24 17. EXECUTION OF DOCUMENTS Contracts, documents or any written instruments of the Academy shall be signed by any two of the President, Secretary-Treasurer, and a designated Board member or an employee of the Academy, as my be directed from time to time by resolution of the Board. All cheques issued or endorsed in the name of the Academy shall be signed by two of the officers, employees or agents of the Academy in such manner as shall from time to time be determined by resolution of the Board. 18. ETHICS The code of Ethics of the Academy shall be such as may be adopted by the Canadian Psychiatric Association from time to time. Each candidate for membership in the Academy shall agree to comply with the Code of Ethics as a condition of initial and continued membership in the Academy. Members of the Academy shall accept the Code of Ethics as a guide to professional conduct. 19. ENACTMENT, AMENDMENTS AND REPEAL Following due notice of motion, by-laws of the Academy may be enacted, repealed or amended at any business meeting of the Academy, provided that a two-third (2/3) affirmative vote of those present and voting is obtained. Any active member who intends to introduce a motion to enact, amend or repeal these by-laws shall send a copy of such duly seconded motion to the Academy not less than ninety (90) days before the date of the meeting at which the motion is to be debated, and the Academy shall send a notice of motion to every active member no later than twenty-one (21) days before the meeting. However, this such notice may be waived by a unanimous vote of the members present at the meeting. Repeal or amendment to by-laws of the Academy not embodied in the letters patent shall not be enforced or acted upon until the approval of the Minister of Consumer and Corporate Affairs has been obtained. Marie-France Tourigny-Rivard, M.D. David Conn, M.D. Catherine Shea, M.D.