By-Laws

By-Laws

 

Newfoundland and Labrador Veterinary Medical Association, Inc.

Mission Statement and By-Laws

 

2009

 

NEWFOUNDLAND AND LABRADOR VETERINARY MEDICAL ASSOCIATION, INC.

The Newfoundland and Labrador Veterinary Medical Association, Inc. (NaLVMA) is created, and authorized to act, through authority of section 47 of theVeterinary Medical Act (Newfoundland and Labrador), and is incorporated by this section as a corporation without share capital as defined and empowered by Part XXI of the Corporations Act (Newfoundland and Labrador).

 

Section 28 and 47 of the Veterinary Medical Act and Part XXI of the Corporations Act

are appended to these by-laws.

 

NEWFOUNDLAND AND LABRADOR VETERINARY MEDICAL ASSOCIATION (NALVMA)

MISSION STATEMENT

The Newfoundland and Labrador Veterinary Medical Association (NALVMA) is committed to promoting, supporting and advancing the veterinary profession in Newfoundland and Labrador. The Association promotes public awareness of the veterinary profession, contributes to the betterment of animal health and welfare, and promotes public health. 

 

NaLVMA By-laws Table of Contents

Section 1: Definitions 

Section 2: Objects of the Association 

Section 3: Membership 

Section 4: Violation of By-laws 

Section 5: Council of the Association 

Section 6: Conduct of Meetings 

Section 7: Meetings of the Association. 

Section 8: Continuing Education 

Section 9: Canadian Veterinary Medical Association (CVMA) 

Section 10: Committees of the Association 

Section 11: Annual Fees 

Section 12: Advertising By Members 

Section 13: Code of Ethics 

Section 14: Amendment of By-laws 

Appendix I: Veterinary Medical Act

Appendix II: Corporations Act 

 

BY-LAWS

These by-laws conform to the authorities and restrictions of the

Veterinary Medical Act (section 47) and the Corporations Act (Part XXI).

 

Section 1: Definitions

 

In these by-laws;

1. "Act" means the Veterinary Medical Act2004

2. "Association" means the Newfoundland and Labrador Veterinary Medical Association, Inc.

3. "Council" means the Council of the Association, and is equivalent to the "Board of Directors" as used in the Corporations Act

4. "Councillor" means a member of the Association who has been duly elected to serve on the Council, and is equivalent to a "Director" as defined in the Corporations Act

5. "College" means the Newfoundland and Labrador College of Veterinarians, and

6. "Member" means a member of the Association, and is equivalent to a "Member" as defined in the Corporations Act

7. "Province" means the Province of Newfoundland and Labrador.

8. "Consultant" means a fellow practitioner, laboratory veterinarian or government employed veterinarian who is eligible for licensure, that is called into consultation by an attending veterinarian.

  

Section 2: Objects of the Association

 

The objects of the Association are those defined in Section 47(2) of the Veterinary Medical Act, which states

1. To represent the veterinary profession in the Province, including advising and arbitrating about the terms of employment and working conditions of veterinarians.

2. To promote and advance the art, science and practice of veterinary medicine and to maintain the honour and integrity of the veterinary profession.

3. To preserve and improve the professional character and education of veterinarians.

4. To establish and maintain standards of professional conduct, knowledge, education, skill and ethics among its members.

 

Section 3: Membership

 

1. "Full membership" in the Association is conditional upon all of the following;

a) holding a valid licence issued by the College, 

b) holding a valid membership with the Canadian Veterinary Medical Association (CVMA),

c) full payment of Association fees, and

d) adherence to the by-laws of the Association.

2. "Honorary membership" may be granted to an individual who, in the majority opinion of members at a general meeting of the Association, has made a significant contribution to the profession within the Province or for any other reason considered acceptable to the membership of the Association. Honorary members do not need to comply with Section 3 (1)(a)(b)(c) of these by-laws.

3. "Conditional membership" will be granted to a veterinarian who holds a current temporary licensure with the College under the following conditions;

a) currently seeking full licensure with the College,

b) currently seeking the CVMA certificate of qualification,

c) full payment of Association fees,

d) adherence to the by-laws of the Association,

e) conditional members cannot vote at NaLVMA meetings,

f) conditional members cannot hold office in the Association.

4. Members have the privilege of displaying the logo of the Association to indicate their membership.

 

Section 4: Violation of By-laws

 

1. The powers of the Association are those defined in Section 28 (2) of the act.

2. Once Council is notified of a member who is allegedly violating the NaLVMA by-laws the Council will;

a) Contact the member to address the situation, and if this does not resolve the situation then;

b) Council will file a complaint to the College

3. Suspension of membership may occur upon;

a) recommendation of the College,

b) suspension of licensure by the College, or

c) suspension of membership in the CVMA.

4. Any member who has had their licence suspended will no longer be in good standing with the Association.

5. Reinstatement of memberships suspended under Section 4 (3) of these by-laws is conditional upon all of the following; 

a) the candidate has completed any penalty or sentence issued by the College,

b) the candidate can qualify under Section 3(1)(a)(b) of these by-laws, and

c) full payment of membership fees has been made.

 

Section 5: Council of the Association

 

1. The Association shall be governed by an elected Council, consisting of six to eight Councillors.

2. The Council shall have the power to control, govern and manage, or supervise the control, government and management of the business and affairs of the Association.

3. The election of a new Council will occur at the Annual General Meeting (AGM).

4. The election of officers will occur immediately after the AGM.

5. The position of President should be filled by a member of the previous Council, to ensure continuity between Councils.

6. The term of office of a Councillor shall be for a two (2) year period, commencing at the AGM of one year to the AGM of the following calendar year.

7. The Officers of the Association shall be the President, Past-President, Vice-President and Secretary-Treasurer.

8. Responsibilities of the Officers shall be;

a) The President shall;

i) represent the Association and its members to government, the general public or any other organizational board.

ii) chair all meetings of Council and all general meetings of the Association, or appoint the Vice-President of the Association or member of Council to act as Chair.

iii) be an ex-officio member of all committees of Council or the Association.

iv) be responsible for correspondence addressed to the President, or may delegate this responsibility to the Secretary-Treasurer or other member of Council as deemed appropriate.

v) perform such other duties as may be designated by Council.

vi) remain on Council as Past-President for one year.

vii) turn over all records and property to the succeeding President.

b) The Vice-President shall;

i) assist the President of the Association as directed by the said President,

ii) assume the duties of the President of the Association in the absence of the President or if the President is in a conflict of interest situation, and

iii) turn over all records and property to the succeeding Vice-President.

c) The Secretary-Treasurer shall:

i) perform such duties as designated by Council. On decision of Council, this position may be divided and filled by separate Councillors, into the positions of Secretary-Treasurer (Financial) and Recording Secretary. The Recording Secretary may be elected by Council or appointed by the Chair.

ii) be responsible for all correspondence addressed to the Secretary-Treasurer and that correspondence forwarded from the President or Council.

d) The Secretary-Treasurer (Financial) shall:

i) deposit all monies, at least monthly, received on behalf of the Association, in such chartered banks as directed by Council, and secure a duplicate deposit slip for same.

ii) keep a record of all monies received and distributed on behalf of the Association, and prepare a balance sheet which shall be presented at the Annual General Meeting.

iii) on the direction of Council, have the books and balance sheet duly reviewed by a registered accountant, approved by Council, within a reasonable period of time as designated by Council

iv) turn over all funds, records and property to the succeeding Secretary-Treasurer.

v) ensure that 3 Council members have signing authority on Association cheques and that all cheques have been double-signed.

vi) make a motion to approve writing of said cheques at Council meetings (list to be supplied with amounts and supporting documentation).

vii) arrange for a copy of the Association by-laws to be sent to any new members (hard copy to be sent by mail or delivered in person).

e) The Recording Secretary shall:

i) keep a permanent record of the proceedings of all meetings of Council and of the Association,

ii) mail/email copies of minutes of general meetings to all members of the Association, and copies of all Council meetings to all Councillors,

iii) keep a master copy of Association by-laws; add any changes to the by-laws, send out revisions to members, and table by-laws at AGM,

iv) send a list of the executive officers’ names to CVMA and all other veterinary associationswithin Canada, and

v) turn over all records and property to the succeeding Secretary-Treasurer.

9. The first meeting of the Council-elect shall take place as soon as possible after the AGM and before December 31 of the current year at a time, place and date to be decided by the Past-President or President.

10. Council shall hold a minimum of 4 quarterly meetings, not including the Semi-AGM and AGM.

11. Council members must attend at least 1 meeting other than the AGM, failure to do so may result in Council removing said member from the Council at the next AGM.

12. The Past-President should be in attendance at the first new Council meeting and will be asked to provide any records or documents in that person’s possession and to provide information on any outstanding issues.

13. Councillors shall be notified of the time and place of all meetings of Council by the President at least 7 days before the meeting is held and an agenda for the meeting supplied to each Councillor at least 3 days before the meeting. In the event of an emergency, the President reserves the right to give only a 1 day notice of the time and place of such meeting. The President may appoint a Councillor to notify members of Council.

14. The Association may reimburse reasonable expenses for travel to 1 Council meeting and the AGM for Councillors.

 

Section 6: Conduct of Meetings

 

1. The order of procedure to be followed at all meetings (Robert's Rules of Order) shall be:

a) call to order

b) reading of minutes

c) errors or omissions in minutes

d) adoption of minutes

e) business arising from minutes

f) correspondence

g) new business

h) reports

i) adjournment

2. At the first council meeting of the newly elected Council, the date of the AGM for that calendar year is to be set, as well as the date of any planned Semi-AGM. These dates are to be communicated to the Association membership at the earliest convenience of Council.

3. Council may supervise and support the production of an Association newsletter.

4. Council shall support maintenance and continued development of the Association website, with costs to be approved by Council.

 

Section 7: Meetings of the Association.

 

1. An AGM of the Association shall take place between September 1 and November 15 of each calendar year, the exact date, place and time to be decided by Council. All members of the Association shall be notified by mail, email, telephone, or fax at least thirty (30) days before the AGM of the date, time, place, agenda and notice of motions, by the President, or designated Councillor.

2. Semi-AGM may be held at the discretion of Council, the exact date, place and time to be decided by Council. Members shall be notified by mail, email, telephone, or fax at thirty (30) days before the meeting of the date, time, place, agenda and notice of motions by the President, or designated Councillor.

3. Date, time and place of any Special General Meeting of the Association shall be announced to all Members by the President, via mail, email, telephone or fax, at least 3 days before the meeting is held. The President may appoint other Councillors to notify Members.

4. Meetings of the Association shall follow "Robert's Rules of Order".

5. Quorum for an AGM is 50% of executive plus 10 non executive (full) members and quorum for a Semi-AGM will be voting (full) members present at that meeting.

6. Every member is entitled to vote at an AGM or a semi-AGM, and may appoint a person, who shall be a Member, as their proxy to attend and act for them at the meeting in the manner, to the extent, and with the power conferred by the instrument appointing the proxy. An instrument appointing a proxy shall be in writing executed by or on behalf of the appointor and shall conform with the requirements of the Corporations Act.

7. All persons voting by proxy must sign a written document approved by the chair that must be presented to the chair prior to the meeting.

 

Section 8: Continuing Education

 

1. The Association will arrange for at least one continuing education (CE) event per year, to be given at the AGM.

2.The Association may hold a Conference, referred to as NL VETCON (Newfoundland & Labrador Veterinary Industry Conference), each year, in conjunction with the AGM (between September 1 and November 15).

a) NL VETCON shall consist of, but not limited to, Continuing Education, Industry Trade Show, Industry Gala Dinner, and (Kitchen) Party /Social.

b) Registration for NL VETCON, shall be open to all NaLVMA Members and support staff of the Veterinary Industry.

c) A NL VETCON Planning Committee shall be formed each year. The Committee shall be made up of members and non-members of NaLVMA. There shall be at least one NaLVMA Council Member on this Committee.

d) The Committee shall have the authority of:

i) setting the date and location

 ii) organizing and overseeing the event

 iii) selecting and securing Trade show participates and sponsorship

 iv) selecting CE Sponsors , Speakers, and Topics

v) maintaining a budget, within the sponsorship funds, to be used at their discretion, for all matters pertaining to NL VETCON

e) Trade Show Participation and Sponsorship, shall be open to any Veterinary Company / Supplier that will offer a wide range, broad spectrum, interest that engages all NaLVMA and Non-NaLVMA members in attendance.

f) The NL VETCON planning committee members shall be rewarded with an Honorarium each year, from NaLVMA, to be decided on by NaLVMA Council.

 

Section 9: Canadian Veterinary Medical Association (CVMA)

 

1. The Association agrees to act as an agent for the CVMA.

2. A delegate shall be elected by the Association at the AGM to serve on CVMA Council for a 3 year period, upon expiration of the term of office of the current delegate.

3. Council shall instruct the Secretary-Treasurer to reimburse the reasonable costs of travel, registration, accommodations and meals for the attendance of the President (and/or appointed representative) to the AGM of the CVMA.

4. Council may instruct the Secretary-Treasurer to reimburse the reasonable costs of travel, registration, accommodations and meals for the attendance of a second council member (to be appointed by council) to the AGM of the CVMA.

 

Section 10: Committees of the Association

 

1. Council may establish, or discontinue, committees of the Association as it deems necessary for the proper and appropriate government and management of Association business.

2. Council will determine the powers and function of these committees.

3. All committees will report their activities directly to Council.

4. Funding and travel reimbursement for members of these committees will be at the discretion of Council.

5. Any full member of the Association may Chair or serve on a committee.

 

Section 11: Annual Fees

 

1. Annual fees of the Association shall be decided at the AGM for same calendar year. If such a decision is not made, the fees payable for membership shall remain as in the previous year.

2. Membership fees will cover the period from January 1 through December 31 of the same calendar year. At the discretion of Council, the fees may be waived or reduced.

3. Membership fees are due at the time of licensure by the College. 

4. Conditional Membership fees are to be equal to those of Full Membership. Upon receiving full licensure from the College, a Conditional Membership will become a Full Membership.

 

Section 12: Advertising By Members

 

1. Advertising by Members cannot be misleading with respect to areas of expertise, specializations or services provided.

 

Section 13: Code of Ethics

 

A. General Deportment

1. Conduct characterizing the personal behaviour of a professional is expected of all members.

2. It is the solemn duty of all veterinarians to deport themselves in accordance with the spirit of this code.

 

B. Professional Deportment

1. No veterinarian shall use a college degree to which they are not entitled.

2. No veterinarian shall use a college degree granted from an institute not recognized by the National Examining Board of the Canadian Veterinary Medical Association, unless the candidate has fulfilled the requirements designated by the College.

3. No veterinarian shall belittle or injure the professional standing of another member of the profession or unnecessarily condemn the character of their professional acts.

4. Veterinarians shall comply with the common law governing their obligations to their clients and shall not knowingly disregard the official public regulations and laws governing their acts.

 

C. Minimum Acceptable Practice Standards

1. All practices will comply with the most recent version of the College’s "Veterinary Clinic Standards for Newfoundland and Labrador"

 

D. Consultation

1. When in the course of their authorized official duty it is necessary for a veterinarian to render service in the field of another veterinarian, it will be considered unethical to offer free or compensated service or advice other than that which comes strictly within the scope of their official duty.

2. Consultations should be conducted in such a spirit of professional cooperation between consultants and attending veterinarian as to assure the client’s confidence in the veterinary profession.

3. Consultants shall not revisit the patient or client or communicate directly with the client without the knowledge and consent of the attending veterinarian,

4. In no instance and under no circumstance shall a consultant take charge of a case or problem without the consent of all concerned, particularly when the client's financial obligations to the attending veterinarian have not been fulfilled. 12

5. No veterinarian shall willfully place their professional knowledge, attainments or services at the disposal of any lay body, organization, group or individual, by whatever name called, or however organized, in order to promote commercial interests and monetary gain of either the veterinarian, lay person or organization. Such deportment is beneath the dignity of professional ethics and practice; it can be harmful to both the welfare of the animal-owning public and the veterinary profession; it violates principles of humane animal care and it may cause great economic loss and endanger public health.

 

E. Emergency Service

1. When called in an emergency as a substitute for a fellow practitioner, it is the veterinarian's duty to render the necessary service and then withdraw from the case at the convenience of their colleague.

2. In making emergency calls upon a patient already under treatment, it is unethical to institute radical changes to the treatment previously prescribed in such a way as to attract unusual attention.

 

F. Issuance of False Documents

1. The issuing of false certificates of health as official documents and careless compliance with regulations that the veterinarian is entrusted to enforce is a violation of the Code of Ethics.

 

G. Documentation in Support of Selling Animals

1. When employed by a buyer to inspect an animal for soundness, it is unethical to accept a fee from the seller. The acceptance of such a fee is prima facie evidence of fraud. It is deemed unethical to criticize unfairly an animal about to be sold. The veterinarian's duty in this connection is to be a just and honest referee.

 

H. Illegal Practice

1. It is unprofessional to aid in illegal practices of others.

2. Veterinarians shall not indulge in illegal practices, such as practising without procuring a licence or encouraging others to do so in violation of the laws governing the practice of veterinary medicine.

3. It is the duty of veterinarians to report illegal practices pertaining to veterinary medicine to the proper authorities and to report such practices by veterinarians to the College and to the Association.

 

I. Loyalty

1. The veterinarian should first of all be a good citizen and a leader in movements to advance community welfare, and shall commit no act that will reflect unfavourably upon the worthiness of the profession.

 

J. Obligation to report animal cruelty

1. Any veterinarian, who in the course of his or her professional or official duties has information that non-accidental physical force or action that has harmed an animal has occurred has a duty to report this action to appropriate authorities.

 

Section 14: Amendment of By-laws

 

1. By-laws of the Association may be enacted, repealed or amended by a majority of the Council at a meeting of the Council and sanctioned by at least 2/3 of the votes cast at an AGM or Semi-AGM. Only members present may vote on By-law changes as stated in the Corporations Act 429(3)(4).

 

Ratified: Annual General Meeting, October 24, 2009

Ratified: Semi Annual General Meeting, May 14, 2011

Ratified: Semi Annual General Meeting, May 2, 2012

Ratified: Annual General Meeting, November 9, 2013 

 

Appendix I

 

Veterinary Medical Act

28. (1) The board may in the by-laws prescribe standards of practice for veterinarians and veterinary clinics.

(2) Notwithstanding subsection (1), the college may adopt the code of ethics set by the

association from time to time as, or in addition to, the standards of practice.

47. (1) The Newfoundland and Labrador Veterinary Medical Association is continued as a corporation without share capital for the purposes of Part XXI of the Corporations Act

(2) The objects of the association are 

(a) to represent the veterinary profession in the province, including advising and arbitrating about the terms of employment and working conditions of veterinarians;

(b) to promote and advance the art, science and practice of veterinary medicine and to maintain the honour and integrity of the veterinary profession;

(c) to preserve and improve the professional character and education of veterinarians; and

(d) to establish and maintain standards of professional conduct, knowledge, education, skill and ethics among its members. 

 

Appendix II

Corporations Act

PART XXI CORPORATIONS WITHOUT SHARE CAPITAL

Application of Part

418. This Part applies to a corporation without share capital except a mutual insurance corporation to which Division B of Part XXIII applies.

Definitions

419. When used in relation to a corporation without share capital

(a) the word "member" refers to a member having rights through membership interest in the corporation in accordance with this Act and the articles and by-laws of the corporation; and

(b) the word "security" refers to a debt obligation of a corporation and includes a certificate evidencing the debt obligation.

Restriction under this Part

420. A corporation in respect of which this Part applies shall restrict its undertaking to one that is only of a patriotic, religious, philanthropic, charitable, educational, scientific, literary, historical, artistic, social, professional, fraternal, sporting or athletic nature or the like, including development associations.

Form of articles

421. The articles shall be in the prescribed form and in addition shall state

(a) the restrictions on the undertaking that the corporation may carry on;

(b) that the corporation has no authorized share capital and is to be carried on without monetary gain to its members, and that profits or other accretions to the corporation are to be used in furthering its undertaking;

(c) where the undertaking of the corporation is of a social nature, the address in full of the clubhouse or similar building that the corporation is maintaining; and

(d) that each 1st director becomes a member of the corporation upon its incorporation.

Directors

422. (1) A corporation may have no fewer than 3 directors.

(2) The articles or by-laws of a corporation may provide for individuals becoming directors by holding some office outside the corporation.

Use of "incorporated", etc.

423. (1) Notwithstanding section 17, the word "Incorporated", "Incorporee" or "Corporation", or the abbreviation "Inc." or "Corp.", shall be the last word of the name of each corporation without share capital, but a corporation may use and may be legally designated by either the full or the abbreviated form.

(2) This section does not apply to a corporation incorporated before January 1, 1987 ; but this section applies to a corporation so incorporated that changes its name by amended articles.

Number and classes of members

424. (1) Unless the articles or by-laws of a corporation otherwise provide, there is no limit on the number of members of the corporation.

(2) The articles or by-laws of a corporation may provide for more than 1 class of membership and, in that case, the articles shall set out the designation of and the terms and conditions attaching to each class.

Admission to membership

425. Subject to the articles or by-laws of a corporation, persons may be admitted to membership in a corporation by resolution of the directors; but the articles or by-laws may provide

(a) that the resolution is not effective until confirmed by the members in general meeting; and

(b) that members may be admitted by holding some office outside the corporation.

Voting by members

426. (1) Each member of each class of members has 1 vote.

(2) Notwithstanding subsection (1), the articles or by-laws of a corporation may provide that each member of a specified class has more than 1 vote or has no vote.

Transferability of interest

427. (1) Unless the articles of a corporation otherwise provide, the interest of a member in a corporation is not transferable and lapses and stops existing upon the member's death or when the member stops being a member by resignation or otherwise in accordance with the by-laws of the corporation.

(2) Where the articles provide that the interest of a member in the corporation is transferable, the by-laws may not restrict the transfer of that interest.

Power to make by-laws re members

428. The directors of a corporation may make by-laws, not being contrary to this Act or the articles of the corporation, respecting

(a) the admission of persons and unincorporated associations as members and as members by virtue of their office, and the qualifications of and the conditions of membership;

(b) the fees and dues of members;

(c) the issue of membership cards and certificates; 

(d) the suspension and termination of membership by the corporation and by a member;

(e) where the articles provide that the interest of a member is transferable, the method of transfer of membership;

(f) the qualifications of, and the remuneration of, the directors including the directors who are directors by virtue of their office;

(g) the time for and the manner of election of directors;

(h) the appointment, remuneration, functions, duties and removal of agents, officers and employees of the corporation, and the security to be given by them to the corporation;

(i) the time and place, and the notice to be given, for the holding of meetings of the members and of the board of directors, the quorum at meetings of members, the requirement as to proxies, and the procedure in all things at meetings of the members and at meetings of the board of directors; and

(j) the conduct in all other particulars of the affairs of the corporation.

By-laws re groups and delegates

429. (1) The directors of a corporation may make by-laws not being contrary to this Act or the articles of the corporation respecting

(a) the division of its members into groups, either territorially or on the basis of common interest;

(b) the election of some or all of the directors

(i) by the groups on the basis of the number of members in each group,

(ii) for the groups in a defined geographical area, by the delegates of the groups meeting together, or

(iii) by the groups on the basis of common interest;

(c) the election of delegates and alternate delegates to represent each group on the basis of the number of members in each group;

(d) the number and qualifications of delegates and the method of their election;

(e) the holding of meetings of members or delegates;

(f) the powers and authority of delegates at meetings; and

(g) the holding of meetings of members or delegates territorially or on the basis of common interest.

(2) A by-law passed under paragraph (1)(f) may provide that a meeting of delegates for all purposes is a meeting of the members with all the powers of such a meeting.

(3) A by-law under subsection (1) is not effective until it is confirmed by at least 2/3 of the votes cast at a general meeting of the members called for that purpose. 18

(4) A delegate has only 1 vote and may not vote by proxy.

(5) A by-law passed under subsection (1) may not prohibit members from attending meetings of delegates and participating in the discussions at the meetings.

Disposition of property on dissolution

430. (1) The articles of incorporation of a corporation shall provide that, upon dissolution, after payment of all its debts and liabilities, the remaining property shall be distributed to an organization in the province the undertaking of which is charitable or beneficial to the community.

(2) A distribution in accordance with subsection (1) is sufficient compliance with paragraph 337(4)(d) and paragraph 350(j).