Report on Consultation
Consultation Period: November 6, 2017 – January 12, 2018
Submissions: 10 submissions
What is the Issue
The by-laws of the College are one of the primary foundational documents which set out the rules on which the Council manages its business. To ensure their currency, by-laws require periodic legal review. The existing by-laws of the College have not been reviewed for many years and it seemed necessary to complete this task in 2017. The College contracted legal counsel to complete the review. This work resulted in a complete rewrite and update of the rules. While the spirit of the majority of existing rules remains, many were updated.
Why is it Important
A regular review of the College’s by-laws ensures that the by-laws remain current and agile to respond to a variety of circumstances. Amendments were made to align with current public expectations for not-for-profit organizations, with an aim to ensure that all amendments align with the principles of transparency of the College’s processes, where appropriate, and to maintain appropriate rules of procedure.
Overview of the Proposal
Article 4 – 4.11
A significant addition to Article 4, is found in section 4.11 (indemnification). The addition of this section clearly lays out that the College protects Councillors, committee members, staff and other agents of the College against any loss, damage, or liability incurred in the course of performing their duties for the College. The fact of the indemnity is not new (the College retains insurance for these purposes) but these indemnities are now summarized in the by-laws in a way that is accessible to all (instead of having to read an insurance policy).
Article 10 – 10.05
Some additional eligibility requirements for the purpose of election have been added. Specifically in order to be eligible for election to Council the following new criteria set out in section 10.05 must be met (in addition to the criteria in the existing by-laws).
The Licensed Member:
(vi) is not the holder of a licence that has been revoked or suspended, other than for non-payment of fees, in the six years preceding the date of nomination;
(xi) is not nominated in more than one electoral district; and
(xii) does not have a conflict of interest to serve as a member of Council or has agreed to remove any such conflict of interest before taking office.
Article 10 – 10.10
Section 10.10 has been added to require the College to hold a by-election in the event that there are an insufficient number of nominees for an electoral district. This is a change from the current by-laws which state that “Where there is no candidate in an election, the president shall nominate one or more members who are eligible for election to the council in that election.” Holding a by-election is a better practice than having the President individually select a candidate.
Article 11 – 11.13
Section 11.13 gives Council the ability to pass a resolution in writing if it is signed by all members of Council. This provision should be used sparingly since a written resolution between Council meetings means that the resolution won’t be discussed in a public meeting. Nonetheless, written resolutions can be helpful when Council needs to make an urgent decision between Council meetings.
Article 15 – 15.02
The current by-laws include provisions that recognize that a Council member or a Committee member could be “disqualified” under the by-laws but those by-laws do not include a process or criteria for disqualification. This section not only sets out both, but it also includes other possible sanctions where Council determines that a lesser sanction is appropriate. They are set out in section 15.02(iii) as follows:
(iii) If the Executive Committee or any Committee appointed by the Executive Committee, after any investigation it deems appropriate, believes that the complaint may warrant formal action, it shall call a meeting of Council. Council shall determine whether there has been a breach of duties or whether the criteria for disqualification have been met and, if so, impose the appropriate sanction. The appropriate sanction can include one or more of the following:
(a) censure of the member verbally or in writing,
(b) removal of the member from any Committee on which he or she serves,
(c) disqualification of an Elected Member from Council, or a report to the Public Appointments Secretariat requesting removal of the Public Member concerned from Council.
It also allows Council to send a request to the Public Appointments Secretariat for the removal of a Public Member. This is a change from the current by-laws.
This process and the reasons for disqualification likely don’t change the current practices of the College (disqualification is a rare event), but it does make the process more clear and should be of assistance to the College if it finds itself dealing with this kind of difficult issue.
This article is an important addition. It sets out in the by-laws Council and Committee members’ duty to avoid conflicts of interest and provides explanations of various conflicts of interest. It also sets out the process to be followed when a conflict (or potential conflict) exists. Councillors and Committee members have always been required under common law to avoid conflicts of interest, but this article gives form and shape to that requirement.
The draft by-laws require Licensed Members to report all the same information that the current by-laws require, with three additions. Specifically, section 20.01 of the draft by-laws require the following additional information:
(ix) a summary of any currently existing charges against the Licensed Member, in respect of a federal, provincial or other offence other than under the Highway Traffic Act;
(x) any pending allegation of professional misconduct, incompetence, incapacity or a similar allegation that has been referred to a discipline type of hearing against a Licensed Member registered or licensed to practise a profession inside or outside of Ontario;
(xiii) information relating to any mental or physical condition or disorder (which could include an impairment caused by alcohol and/or substance abuse) that might affect the Licensed Member’s ability to practise the profession safely.
A number of changes were made to this article.
Section 21.01(1) limits the options for the name of the corporation. Now, the name can only include the surname of one or more shareholder, the shareholder’s given name or initials and the words “veterinary medicine”. Clinic names or locations can no longer be included. Licenced members can still carry on business with a clinic name that is different than the professional corporation name. This simplification eliminates any discretion in the naming provisions and eliminates the need for an appeal process if a name is rejected. In addition, these requirements enhance transparency as they identify at least one veterinarian involved with the corporation. At present, there are a lot of existing corporations which operate under the name of a veterinarian who is no longer affiliated with the corporation which is neither transparent or accurate. These naming requirements will only apply to professional corporations issued a certificate of authorization after the by-laws take effect; existing professional corporations can retain their names.
For all sections where Licenced Members are required to submit documentation, the requirement that the documentation be certified has been removed. This makes application and renewal easier and cheaper for professional corporations.
Under the draft by-laws (section 21.05) certificates of authorization will only be valid for one year, not three. The College regularly encounters corporations that have failed to update the shareholders or contact information for the corporation between renewal dates. This has led to the public register providing inaccurate information to the public. An annual renewal cycle will ensure that information is kept up to date. That said, for professional corporations that have already been issued certificates of authorization they will be valid until three years from the date that they were issued or renewed; the one year term will only apply to those professional corporations when their current certificate of authorization expires.
The Veterinarians Act (the “Act”) requires the College to hold annual general meetings. This is because the Act states that certain portions of the Corporations Act, including the requirement to hold annual general meetings, applies to the College. However, the provisions in the Corporations Act that requires corporations to hold other members’ meetings does not apply to the College. In other words, the College must hold an annual general meeting of the members but it is not required to hold any other members’ meetings. It is unusual for any portions of the Corporations Act to apply to regulatory bodies, and it is even less common for regulators to hold annual general meetings for their members. The Corporations Act itself is quite old and the government intends to replace it with the Not-for-Profit Corporations Act which will reflect more current practice for non-share corporations. As part of its legislative reform, the College will be requesting a full exemption from the Corporations Act.
In light of the above and since the College is not required to call members meeting, the sections that relate to members’ meetings have been removed. All provisions related to members’ meetings have been revised to reflect this fact. Additionally, we simplified what will be included in annual general meetings to meet the minimum requirements under the Corporations Act. This includes setting out that a member is only permitted to speak at a meeting if he or she has the consent of the Chair.
The College is not recommending any change to the current licensing fees. A small number of other fee changes are recommended.
The initial application fee for a professional corporation will remain at $400. This application fee will be required in addition to a first-year annual fee. This change better reflects the amount of time that staff spend providing advice to new corporations and processing these applications.
As discussed earlier in this document, the College is proposing a move to an annual renewal of a certificate of authorization for a professional corporation. The annual fee will be $100 to reflect the cost of administering the professional corporation program at the College.
The College will be eliminating fees for making changes to a professional corporation’s information and for requesting a review of the Registrar’s decision related to corporate names. The College’s new database will facilitate information changes and a fee is no longer appropriate as members may update these changes through the online portal. The by-law changes to the corporate name requirement eliminates the need for the name review process to occur.
Veterinarians may currently apply for up to four short-term licences per year. The existing fee schedule allows this fee to be charged once per year. The College is proposing that the fee of $250 apply to each application for a short-term licence.
Certificates of Standing
The current fee of $10 has not been changed since before 1991. The volume of work associated with producing a certificate of standing is significant and the current fee does not recover the costs of producing these certificates. It is proposed that these certificates cost $20.