Amended April 12, 2024

CANADIAN ACADEMY OF CONSULTATION-

LIAISON PSYCHIATRY

L'ACADÉMIE CANADIENNE DE PSYCHIATRIE

DE CONSULTATION-LIAISON

GENERAL OPERATING BY-LAW NO. 1

     
CACLP/ACPCL  General Operating By-law No. 1 
 
i 
GENERAL OPERATING BY-LAW NO. 1 
 
A By-law relating generally to the conduct of the affairs of 
 
CANADIAN ACADEMY OF CONSULTATION-LIAISON PSYCHIATRY 
L'ACADÉMIE CANADIENNE DE PSYCHIATRIE DE CONSULTATION-LIAISON 
(the “Corporation”) 
 
INDEX 
 
 
SECTION I INTERPRETATION ................................................................................................... 1 
1.01 Definitions .................................................................................................................... 1 
1.02 Interpretation ................................................................................................................. 2 
SECTION II FINANCIAL AND OTHER MATTERS .................................................................. 3 
2.01 Financial Year ............................................................................................................... 3 
2.02 Banking Arrangements ................................................................................................. 3 
2.03 Execution of Documents .............................................................................................. 3 
2.04 Public Accountant and Level of Financial Review ...................................................... 3 
2.05 Annual Financial Statements ........................................................................................ 3 
2.06 Operating Policies ......................................................................................................... 4 
SECTION III MEMBERS .............................................................................................................. 4 
3.01 Classes and Conditions of Membership ....................................................................... 4 
3.02 Affiliates ....................................................................................................................... 5 
3.03 Membership Rights and being in Good Standing ......................................................... 5 
3.04 Membership Dues ......................................................................................................... 6 
3.05 Termination of Membership ......................................................................................... 6 
3.06 Discipline of Members ................................................................................................. 6 
SECTION IV MEETINGS OF MEMBERS ................................................................................... 7 
4.01 Annual Meetings ........................................................................................................... 7 
4.02 Special Meetings ........................................................................................................... 7 
4.03 Place of Meetings ......................................................................................................... 8 
4.04 Special Business ........................................................................................................... 8 
4.05 Notice of Meetings ....................................................................................................... 8 
4.06 Waiving Notice ............................................................................................................. 9 
4.07 Persons Entitled to be Present ...................................................................................... 9 
4.08 Chair of the Meeting ..................................................................................................... 9 
4.09 Quorum ......................................................................................................................... 9 
4.10 Meetings Held by Electronic Means ............................................................................. 9 
4.11 Absentee Voting by Mailed-In Ballot or Electronic Ballot ........................................ 10 
4.12 Votes to Govern .......................................................................................................... 10 
4.13 Proposals at Annual Meetings .................................................................................... 10 
4.14 Resolution in Lieu of Meeting .................................................................................... 11 
4.15 Rules of Order ............................................................................................................ 11 
SECTION V DIRECTORS ........................................................................................................... 11 

     
CACLP/ACPCL  General Operating By-law No. 1 
 
ii 
01 Powers ........................................................................................................................ 11 
02 Number of Directors ................................................................................................... 11 
03 Qualifications .............................................................................................................. 11 
04 Board Composition ..................................................................................................... 11 
05 Election of Directors and Term .................................................................................. 12 
06 Appointment of Directors and the Immediate Past-President .................................... 12 
07 Ceasing to Hold Office ............................................................................................... 12 
08 Resignation ................................................................................................................. 13 
09 Removal ...................................................................................................................... 13 
10 Filling Vacancies ........................................................................................................ 13 
11 Delegation ................................................................................................................... 13 
12 Committees ................................................................................................................. 13 
13 Conflict of Interest ...................................................................................................... 14 
14 Confidentiality ............................................................................................................ 14 
15 Indemnification ........................................................................................................... 14 
SECTION VI MEETINGS OF DIRECTORS .............................................................................. 14 
01 Calling of Meetings .................................................................................................... 14 
02 Place of Meetings ....................................................................................................... 14 
03 Notice of Meeting ....................................................................................................... 14 
04 Regular Meetings ........................................................................................................ 15 
05 Participation at Meeting by Telephone or Electronic Means...................................... 15 
06 Quorum ....................................................................................................................... 15 
07 Votes to Govern .......................................................................................................... 15 
08 Dissent at Meeting ...................................................................................................... 15 
09 Dissent of Absent Director ......................................................................................... 16 
10 Resolutions in Writing ................................................................................................ 16 
11 Rules of Order ............................................................................................................ 16 
SECTION VII OFFICERS ............................................................................................................ 16 
01 Appointment ............................................................................................................... 16 
02 Description of Offices................................................................................................. 16 
03 Term of Office ............................................................................................................ 17 
04 Vacancy in Office ....................................................................................................... 18 
SECTION VIII NOTICES ............................................................................................................ 18 
01 Method of Giving Notices .......................................................................................... 18 
02 Computation of Time.................................................................................................. 19 
03 Undelivered Notices ................................................................................................... 19 
04 Omissions and Errors .................................................................................................. 19 
05 Waiver of Notice ........................................................................................................ 19 
SECTION IX ARTICLES AND BY-LAWS ................................................................................ 19 
01 Amendment of Articles .............................................................................................. 19 
02 By-law Confirmation .................................................................................................. 20 
03 Effective Date of Board Initiated By-law, Amendment or Repeal ............................. 20 
04 Effective Date of By-law Amendment or Repeal under Subsection 197(1) ............... 20 
SECTION X EFFECTIVE DATE ................................................................................................ 20 
01 Effective Date ............................................................................................................. 20 

CACLP/ACPCL General Operating By-law No. 1

GENERAL OPERATING BY-LAW NO. 1

A By-law relating generally to the conduct of the affairs of

CANADIAN ACADEMY OF CONSULTATION-LIAISON PSYCHIATRY

L'ACADÉMIE CANADIENNE DE PSYCHIATRIE DE CONSULTATION-LIAISON

(the “Corporation”)

WHEREAS the Corporation was granted Letters Patent by the federal Government of Canada

under the Canada Corporations Act on the 10th day of February, 2005;

AND WHEREAS the Corporation applied for a Certificate of Continuance to be continued

under the Canada Not-for-Profit Corporations Act S.C. 2009, c.23;

AND WHEREAS the Corporation was issued a Certificate of Continuance by the federal

Government of Canada under the Canada Not-for-Profit Corporations Act on the 19th day of

September, 2014;

AND WHEREAS the Corporation received a Certificate of Amendment to amend the Articles

under section 201 of the Canada Not-for-Profit Corporations Act on the 28th day of October,

2021;

NOW THEREFORE BE IT ENACTED as a general operating By-law of the Corporation to

take effect in accordance with section 10.01 as follows:

SECTION I

INTERPRETATION

1.01 Definitions

In all By-laws and resolutions of the Corporation, unless the context otherwise requires:

(a) “Act” means the Canada Not-for-Profit Corporations Act, S.C. 2009, c. 23,

including any Regulations made pursuant to the Act and any statute or

Regulations that may be substituted, as amended from time to time.

(b) “Articles” means the original or restated articles of incorporation or articles of

amendment, amalgamation, continuance, reorganization, arrangement or revival

of the Academy.

(d) “By-laws” means this by-law and all other by-laws of the Corporation as amended

and which are, from time to time, in force and effect.

CACLP/ACPCL General Operating By-law No. 1

(e) “Director” means a member of the Board.

(f) “Member” means a member of the Corporation and “Members” or “Membership”

means the collective membership of the Corporation.

(g) “Officer” means an officer of the Corporation.

(h) “Operating Policies” means the operating policies approved by the Board in

accordance with section 2.06 of this by-law.

(i) “Ordinary Resolution” means a resolution passed by a majority of the votes cast

on that resolution.

(j) “Proposal” means a proposal submitted by a Member of the Corporation that

meets the requirements of section 163 of the Act.

(k) “Regulations” means the regulations made under the Act, as amended, restated or

in effect from time to time.

(l) “Special Resolution” means a resolution passed by a majority of not less than two

thirds (2/3) of the votes cast on that resolution.

1.02 Interpretation

In the interpretation of this By-law, unless the context otherwise requires, the following

rules shall apply:

(a) except where specifically defined herein, all terms contained herein and which are

defined in the Act shall have the meanings given to such terms in the Act;

(b) words in the singular include the plural and vice versa, and words in one gender

include all genders;

unincorporated association, unincorporated syndicate, unincorporated

organization, trust, body corporate, and a natural person in his or her capacity as

trustee, executor, administrator, or other legal representative;

(d) if any of the provisions contained in the By-laws are inconsistent with those

contained in the Articles or the Act, the provisions contained in the Articles or the

Act, as the case may be, shall prevail;

(e) the headings used in this By-law are inserted for reference purposes only and are

not to be considered or taken into account in construing the terms or provisions

thereofor to be deemed in any way to clarify, modify or explain the effect of any

such terms or provisions; and

CACLP/ACPCL General Operating By-law No. 1

(f) the invalidity or unenforceability of any provision of this By-law shall not affect

the validity or enforceability of the remaining provisions of this By-law.

SECTION II

FINANCIAL AND OTHER MATTERS

2.01 Financial Year

Unless otherwise changed by resolution of the Board, the financial year end of the

Corporation shall be the 31st of May each year.

2.02 Banking Arrangements

The banking business of the Corporation shall be transacted at such bank, trust company

or other firm or corporation carrying on a banking business in Canada or elsewhere as the

Board may designate, appoint or authorize from time to time. The banking business or

any part of it shall be transacted by an Officer or Officers of the Corporation and/or other

persons as the Board may by resolution from time to time designate, direct or authorize.

2.03 Execution of Documents

Deeds, transfers, assignments, contracts, obligations and other instruments in writing

requiring execution by the Corporation may be signed by any two (2) of its Officers or

Directors. In addition, the Board may from time to time direct the manner in which and

the person or persons by whom a particular document or type of document shall be

executed. Any person authorized to sign any document may affix the corporate seal (if

any) to the document. Any Director or Officer may certify a copy of any instrument,

resolution, By-law or other document of the Corporation to be a true copy thereof.

2.04 Public Accountant and Level of Financial Review

The Corporation shall be subject to the requirements relating to the appointment of a

public accountant and level of financial review required by the Act.

2.05 Annual Financial Statements

The Corporation shall send copies of the annual financial statements, as approved by the

Board, and any other documents required by the Act, to the Members between 21 to 60

days before the day on which an annual meeting of Members is held or before the day on

which a written resolution in lieu of an annual meeting is signed, unless a Member

declines to receive them. Alternatively, the Corporation may:

CACLP/ACPCL General Operating By-law No. 1

(a) give notice to the Members stating that such documents are available at the

registered office of the Corporation and any Member may request a copy free of

charge at the registered office or by prepaid mail; and

(b) give notice to the Members stating that such documents are available

electronically through a generally accessible electronic source, such as a website.

2.06 Operating Policies

The Board may adopt, amend, or repeal by resolution such Operating Policies that are not

inconsistent with the By-laws of the Corporation relating to such matters as terms of

reference of committees, duties of Officers, Board code of conduct and conflict of interest

as well as procedural and other requirements relating to the By-laws as the Board may

deem appropriate from time to time. Any Operating Policy adopted by the Board will

continue to have force and effect until amended, repealed, or replaced by a subsequent

resolution of the Board.

SECTION III

MEMBERS

3.01 Classes and Conditions of Membership

Pursuant to the Articles, there shall be one (1) class of Members in the Corporation.

Membership in the Corporation shall be available to physicians who wish to further the

purposes of the Corporation and who meet the conditions for membership in one of the

categories for membership referred to below. Membership shall be divided into categories

of membership for the purpose of assessing applicable membership fees, as more

particularly described in this By-law and in the Operating Policies. The process for

applying for membership is set forth in the Operating Policies.

Membership categories shall be Full Members, Life Members, Members-in-Training and

Distinguished:

(a) Full Members: Membership in this category shall be available to:

i. Those individuals who have received and continue to hold 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 practise, or hold such other specialist qualifications in psychiatry as

shall be acceptable to the Board; and

ii. who have satisfactorily completed one (1) year of training in consultation-

liaison psychiatry or have extensive training in consultation-liaison

psychiatry; or whose practice is significantly dedicated to consultation-

liaison psychiatry; and

CACLP/ACPCL General Operating By-law No. 1

iii. who are medical practitioners who hold a valid licence to practise

medicine.

(b) Members-In-Training:

Membership in this category shall be available to those individuals who are

registered in an accredited medical training program, those physicians who are

registered in an approved Canadian postgraduate training program in psychiatry,

and those individuals working on a postgraduate fellowship in consultation-liaison

psychiatry, medical psychiatry and/or psychosomatic medicine, and who have

been accepted into membership in the Corporation by resolution of the Board or in

such other manner as may be determined by the Board.

Membership in this category shall be available to Full Members of the

Corporation who have reached the age of sixty-five (65) and have been Full

Members of the Corporation for the previous consecutive thirty (30) years. In

special circumstances, the membership committee may recommend Full Members

to the Life Members category who, at the age of sixty-five (65), have not achieved

thirty (30) consecutive years of Full membership.

(d) Distinguished Members:

Membership in this category shall be available to psychiatrists who the Board has

determined to have achieved pre-eminence in the area of consultation-liaison

psychiatry and upon whom the Corporation wishes to bestow special recognition.

Distinguished Members must meet the qualifications of Full or Life membership.

3.02 Affiliates

The Corporation may approve categories of Affiliates such as Associate, Honorary

Affiliate and other categories as may be set forth in the Operating Policies. For greater

certainty, Affiliates are not Members of the Corporation for purposes of the Act and shall

have no voting privileges in the Corporation. Upon payment of the appropriate fee,

Affiliates shall have the privileges set out in the Operating Policies.

3.03 Membership Rights and being in Good Standing

A Member of the Corporation shall have the right to receive notice of, attend, speak and

participate at all meetings of Members. A Member must be in “good standing” in order to

vote at meetings of the Members. A Member shall be considered to be in good standing if

the Member:

(a) has paid his/her annual membership fees to the Corporation within three (3)

months after their due date; and

CACLP/ACPCL General Operating By-law No. 1

(b) is not in the course of disciplinary action pursuant to Section 3.06.

A Member in good standing shall have one (1) vote at all meetings of Members.

3.04 Membership Dues

The Directors may determine the amount and the manner in which membership dues are

to be paid. Members shall be notified in writing of the dues payable at any time by them

and, if any are not paid within three (3) calendar months of the membership renewal date,

the Members in default shall thereupon cease to be Members of the Corporation.

3.05 Termination of Membership

Membership in the Corporation is terminated when:

(a) the Member dies;

(b) the Member ceases to maintain the qualifications for membership set out in

section 3.01;

case such resignation shall be effective on the date specified in the resignation;

(d) the Member is removed as a Member of the Corporation in accordance with

sections 3.04 or 3.06;

(e) the Member’s term of membership expires, if any; or

(f) the Corporation is liquidated or dissolved under the Act.

Subject to the Articles, upon any termination of membership, the rights of the Member

automatically cease to exist. Where a person is no longer a Member, then such person

shall be deemed to have also automatically resigned as a Director, an Officer and/or a

committee member, as applicable, provided that the Board may, in its discretion,

subsequently re-appoint such individual as an Officer or committee member if the Board

deems it appropriate in the circumstances.

3.06 Discipline of Members

The Board may suspend or remove any Member from the Corporation for any one or

more of the following grounds:

(a) violating any provision of the Articles, By-laws, or Operating Policies of the

Corporation;

(b) carrying out any conduct which may be detrimental to the Corporation as

determined by the Board in its sole discretion; and/or

CACLP/ACPCL General Operating By-law No. 1

be reasonable, having regard to the purposes of the Corporation.

In the event that the Board proposes that a Member should be expelled or suspended from

membership in the Corporation, the President shall provide twenty (20) days notice of

suspension or removal to the Member and shall provide reasons for the proposed

suspension or removal. The Member may make written submissions to the President in

response to the notice received within such twenty (20) day period. In the event that no

written submissions are received by the President, he/she may proceed to notify the

Member that the Member is suspended or removed from membership in the Corporation.

Where written submissions are received in accordance with this section, the Board will

consider such submissions in arriving at a final decision and shall notify the Member

concerning such final decision within a further twenty (20) days from the date of receipt

of the submissions.

SECTION IV

MEETINGS OF MEMBERS

4.01 Annual Meetings

An annual meeting of Members shall be held at such time in each year, as the Board may

from time to time determine, provided that the annual meeting must be held not later than

fifteen (15) months after holding the preceding annual meeting and no later than six (6)

months after the end of the Corporation’s preceding fiscal year. The annual meeting shall

be held for the purpose of considering the financial statements and reports of the

Corporation required by the Act to be presented at the meeting, electing Directors,

appointing the public accountant and transacting such other business as may properly be

brought before the meeting or is required under the Act.

No other item of business shall be included on the agenda for annual meeting unless a

Member’s Proposal has been given to the Corporation prior to the giving of notice of the

annual meeting in accordance with the Act, so that such item of new business can be

included in the notice of annual meeting.

4.02 Special Meetings

The Board may at any time call a special meeting of Members for the transaction of any

business which may properly be brought before the Members. On written requisition by

Members carrying not less than five percent (5%) of the votes that may be cast at a

meeting of Members sought to be held, the Board shall call a special meeting of

Members, unless the exceptions in the Act are met. If the Directors do not call a meeting

CACLP/ACPCL General Operating By-law No. 1

within twenty-one (21) days of receiving the requisition, any Member who signed the

requisition may call the meeting.

4.03 Place of Meetings

Meetings of Members may be held at any place within Canada as the Board may

determine or outside Canada if all of the Members entitled to vote at such meeting so

agree.

4.04 Special Business

All business transacted at a special meeting of Members and all business transacted at an

annual meeting of Members, except consideration of the financial statements, public

accountant’s report, and election of Directors and re-appointment of the incumbent public

accountant, is special business.

4.05 Notice of Meetings

In accordance with and subject to the Act, notice of the time and place of a meeting of

Members shall be given to each Member entitled to vote at the meeting by the following

means:

(a) by mail, courier or personal delivery to each Member entitled to vote at the

meeting, during a period of 21 to 60 days before the day on which the meeting is

to be held; or

(b) by telephonic, electronic or other communication facility to each Member entitled

to vote at the meeting, during a period of 21 to 35 days before the day on which

the meeting is to be held.

Where the Corporation provides notice electronically, as referred to in section 4.05(b),

and if a Member requests that notice be given by non-electronic means, the Corporation

shall give notice of the meeting to the Member so requesting in the manner set out in

section 4.05(a).

Notice of a meeting of Members shall also be given to each Director and to the public

accountant of the Corporation during a period of 21 to 60 days before the day on which

the meeting is to be held. Notice of any meeting of Members at which special business is

to be transacted shall state the nature of that business in sufficient detail to permit the

Member to form a reasoned judgment on the business and provide the text of any Special

Resolution or By-law to be submitted to the meeting. The Directors may fix a record date

for determination of Members entitled to receive notice of any meeting of Members in

accordance with the requirements of section 161 of the Act. Subject to the Act, a notice

of meeting of Members provided by the Corporation shall include any Proposal submitted

to the Corporation under section 4.13.

CACLP/ACPCL General Operating By-law No. 1

4.06 Waiving Notice

A Member and any other person entitled to attend a meeting of Members may in any

manner and at any time waive notice of a meeting of Members, and attendance of any

such person at a meeting of Members is a waiver of notice of the meeting, except where

such person attends a meeting for the express purpose of objecting to the transaction of

any business on the grounds that the meeting is not lawfully called.

4.07 Persons Entitled to be Present

The only persons entitled to be present at a meeting of Members shall be those entitled to

vote at the meeting, the Directors, the Officers and the public accountant of the

Corporation and such other persons who are entitled or required under any provision of

the Act, Articles or By-laws of the Corporation to be present at the meeting. Any other

person may be admitted only on the invitation of the chair of the meeting or by Ordinary

Resolution of the Members.

4.08 Chair of the Meeting

The chair of Members’ meetings shall be the President or the Vice-President if the

President is absent or unable to act. In the event that the President and the Vice-President

are absent, the Members who are present and entitled to vote at the meeting shall choose a

Member to chair the meeting.

4.09 Quorum

Subject to the Act, a quorum at any meeting of the Members shall be ten (10) Members.

If a quorum is present at the opening of a meeting of Members, the Members present may

proceed with the business of the meeting even if a quorum is not present throughout the

meeting. For the purpose of determining quorum, a Member may be present in person, or

by telephonic and/or by other electronic means.

4.10 Meetings Held by Electronic Means

A Members meeting may be held by telephonic or electronic means in accordance with

the Act as follows:

(a) Any person entitled to attend a meeting of Members may participate in the

meeting by means of such telephonic, electronic or other communication facility

that permits all participants to communicate adequately with each other during the

meeting, if the Corporation makes available such a communication facility and the

meeting complies with the requirements in the Act and the Regulations. A person

participating in a meeting by such means is deemed to be present at the meeting.

(b) Notwithstanding clause (a), if the Directors or Members of the Corporation call a

meeting of Members, those Directors or Members, as the case may be, may

determine that the meeting be held, in accordance with the Act and the

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Regulations, entirely by means of a telephonic, electronic or other communication

facility that permits all participants to communicate adequately with each other

during the meeting.

electronic or other communication facility and entitled to vote at such meeting,

may vote using the communication facility that the Corporation has made

available for that purpose. When a vote is to be taken at a meeting of Members,

the voting may be carried out by means of a telephonic, electronic or other

communication facility only if that facility enables the votes to be gathered in a

manner that permits their subsequent verification; and permits the tallied votes to

be presented to the Corporation without it being possible for the Corporation to

identify how each Member voted.

4.11 Absentee Voting by Mailed-In Ballot or Electronic Ballot

A Member entitled to vote at a meeting of Members may vote by mailed-in ballot or may

vote by means of a telephonic, electronic or other communication facility if the

Corporation has prescribed by Operating Policies the procedures for collecting, counting,

and reporting the results of any vote that enable the votes to be gathered in a manner that

permits their subsequent verification, and permit the tallied votes to be presented to the

Corporation without it being possible for the Corporation to identify how each Member

voted.

4.12 Votes to Govern

At any meetings of the Members, every question shall, unless otherwise provided by the

Articles or By-laws or by the Act, be determined by Ordinary Resolution. In case of an

equality of votes, the chair of the meeting, in addition to an original vote, shall have a

second or casting vote.

4.13 Proposals at Annual Meetings

Subject to compliance with section 163 of the Act, a Member entitled to vote at an annual

meeting may submit to the Corporation notice of any matter that the Member proposes to

raise at the annual meeting (a “Proposal”). Any such Proposal may include nominations

for the election of Directors if the Proposal is signed by not less than five per cent (5%) of

the Members entitled to vote at the meeting. Subject to the Act, the Corporation shall

include the Proposal in the notice of meeting and if so requested by the Member, shall

also include a statement by the Member in support of the Proposal and the name and

address of the Member. The Member who submitted the Proposal shall pay the cost of

including the Proposal and any statement in the notice of meeting at which the Proposal is

to be presented unless otherwise provided by Ordinary Resolution of the Members

present at the meeting.

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4.14 Resolution in Lieu of Meeting

A resolution in writing and signed by all of the Members entitled to vote on that

resolution at a meeting of Members is as valid as if it had been passed at a meeting of the

Members, unless a written statement is submitted to the Corporation by a Director or by

the public accountant in relation to their resignation, removal or replacement. A copy of

every resolution of the Members shall be kept with the minutes of meetings of Members.

4.15 Rules of Order

Any questions of procedures at or for any meetings of the Members, which have not been

provided for in this By-law or by the Act, shall be determined by the chairperson of the

meeting in accordance with the most current edition of Robert’s Rules of Order.

SECTION V

DIRECTORS

5.01 Powers

Subject to the Act and the Articles, the Board shall manage or supervise the management

of the activities and affairs of the Corporation.

5.02 Number of Directors

The Board shall consist of a number of Directors between the minimum and maximum

number of Directors specified in the Articles. The precise number of Directors on the

Board shall be determined from time to time by the Members by Ordinary Resolution, or,

if the Ordinary Resolution empowers the Directors to determine the number of Directors,

by resolution of the Board. At least two of the Directors shall not be Officers or

employees of the Corporation or its affiliates.

5.03 Qualifications

Each Director shall be an individual who is not less than eighteen (18) years of age. Each

Director shall be a Member of the Corporation. No person who has been declared by a

court in Canada or elsewhere to be incapable or who has the status of a bankrupt shall be

a Director.

5.04 Board Composition

The Board shall be composed of seven (7) Directors.

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The composition of the Board, to the extent possible, will reflect the geographic and

demographic diversity of Corporation Members.

5.05 Election of Directors and Term

(a) Subject to the Articles, Directors shall be elected by the Members by Ordinary

Resolution at an annual meeting of Members at which an election of Directors is

required. Every election of Directors shall be carried out with reference to the

report of the nominating committee and shall be in conformity with the

requirements as to Board composition set out in section 5.04.

(b) The terms of office of Directors shall be two (2) years or as determined by

Ordinary Resolution of the Members.

shall continue in office until their successors are elected.

(d) Unless a Director has been appointed as an Officer, Directors shall be eligible for

re-election for two (2) consecutive two (2) year terms for a maximum of six (6)

consecutive years. Former Directors may re-apply for nomination to the Board

after a one (1) year absence from the Board.

(e) The Board shall establish a nominating committee, the details of which shall be

set out in the Operating Policies. The nominating committee will present a report

to the Members for the election of Directors and such report will be prepared in

accordance with the requirements of this By-law and the Operating Policies.

5.06 Appointment of Directors

Pursuant to the Articles, following the conclusion of the annual general meeting of

Members each year, the Board may appoint Directors to hold office for a term expiring

not later than the close of the next annual meeting of Members. The number of Directors

appointed pursuant to this section shall not exceed one-third (1/3) of the number of

Directors elected by the Members at the previous annual meeting of Members.

5.07 Ceasing to Hold Office

A Director ceases to hold office when the Director dies, resigns, is removed from office

by the Members in accordance with section 5.09, or no longer fulfils all of the

qualifications to be a Director set out in section 5.03, as determined in the sole discretion

of the Board. Where a person is no longer a Director, then such person shall be deemed

to have also automatically resigned as an Officer and/or a committee member, as

applicable, provided that the Board may in its discretion subsequently re-appoint such

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individual as an Officer or committee member if the Board deems it appropriate in the

circumstances.

5.08 Resignation

A resignation of a Director becomes effective at the time a written resignation is sent to

the Corporation or at the time specified in the resignation, whichever is later.

5.09 Removal

The Members may, by Ordinary Resolution, passed at a meeting of Members, remove any

Director from office before the expiration of the Director’s term and may elect a qualified

individual to fill the resulting vacancy for the remainder of the term of the Director so

removed, failing which such vacancy may be filled by the Board.

5.10 Filling Vacancies

In accordance with and subject to the Act and the Articles, a quorum of the Board may fill

a vacancy in the Board, except a vacancy resulting from an increase in the number or the

minimum or maximum number of Directors, or from a failure of the Members to elect the

number of Directors required to be elected at any meeting of Members. If there is not a

quorum of the Board, or if the vacancy has arisen from a failure of the Members to elect

the number of Directors required to be elected at any meeting of Members, the Board

shall forthwith call a special meeting of Members to fill the vacancy. If the Board fails to

call such meeting or if there are no Directors then in office, any Member may call the

meeting. A Director appointed or elected to fill a vacancy holds office for the unexpired

term of their predecessor.

5.11 Delegation

Subject to the Act, the Board may appoint from their number a managing director or a

committee of Directors (which may be referred to as an executive committee) and

delegate to the managing director or committee any of the powers of the Board, except

those which may not be delegated by the Board pursuant to subsection 138(2) of the Act.

Unless otherwise determined by the Board, such a committee shall have the power to fix

its quorum at not less than a majority of its members, to elect its chair and to otherwise

regulate its procedure.

5.12 Committees

The Board may from time to time appoint any committee or other advisory body, as it

deems necessary or appropriate for such purposes and, subject to the Act, with such

powers as the Board shall see fit. Any committee member may be removed by the Board.

Unless otherwise determined by the Board, a committee shall have the power to fix its

quorum at not less than a majority of its members. The terms of reference and procedures

relating to such committees shall be set forth in the Operating Policies.

CACLP/ACPCL General Operating By-law No. 1

5.13 Conflict of Interest

Every Director and Officer shall disclose to the Corporation the nature and extent of any

interest that the Director or Officer has in a material contract or material transaction,

whether made or proposed, with the Corporation, in accordance with the manner and

timing provided in section 141 of the Act.

5.14 Confidentiality

Every Director, Officer, committee member, employee and volunteer, shall respect the

confidentiality of matters brought before the Board or before any committee of the Board.

Employees and volunteers shall also keep confidential matters that come to their attention

as part of their employment or volunteer activities.

5.15 Indemnification

The Corporation shall provide present or former Directors or Officers with the

indemnification described in section 151 of the Act.

SECTION VI

MEETINGS OF DIRECTORS

6.01 Calling of Meetings

Meetings of the Board may be called by the President, the Vice-President or any two (2)

Directors at any time.

6.02 Place of Meetings

Meetings of the Board may be held at the registered office of the Corporation or at any

other place within or outside of Canada, as the Board may determine.

6.03 Notice of Meeting

Notice of the time and place for the holding of a meeting of the Board shall be given in

the manner provided in section 8.01 of this By-law to every Director of the Corporation

not less than 48 hours before the time when the meeting is to be held. Notice of a

meeting shall not be necessary if all of the Directors are present, and none objects to the

holding of the meeting, or if those absent have waived notice of or have otherwise

signified their consent to the holding of such meeting. Notice of an adjourned meeting is

not required if the time and place of the adjourned meeting is announced at the original

meeting. Unless the By-law otherwise provides, no notice of meeting need specify the

purpose or the business to be transacted at the meeting except that a notice of meeting of

Directors shall specify any matter referred to in subsection 138(2) of the Act that is to be

dealt with at the meeting.

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6.04 Regular Meetings

The Board may appoint a day or days in any month or months for regular meetings of the

Board at a place and hour to be named. A copy of any resolution of the Board fixing the

place and time of such regular meetings of the Board shall be sent to each Director

forthwith after being passed, but no other notice shall be required for any such regular

meeting except if notice is required to be given because a matter referred to in subsection

138(2) of the Act, is to be dealt with at the meetings.

6.05 Participation at Meeting by Telephone or Electronic Means

If all of the Directors consent, a Director may, in accordance with the Regulations,

participate in a Board meeting, by means of a telephonic, electronic or other

communications facility that permits all participants to communicate adequately with

each other during the meeting. A Director participating in the meeting by such means

shall be deemed for the purposes of the Act to have been present at that meeting. A

consent pursuant to this section may be given before or after the meeting to which it

relates and may be given with respect to all meetings of the Board and committees of the

Board.

6.06 Quorum

A majority of the number of Directors determined in accordance with section 5.02

constitutes a quorum of any meeting of the Board. For the purpose of determining

quorum, a Director may be present in person, or, if authorized under this By-law, by

teleconference and/or by other electronic means.

6.07 Votes to Govern

Each Director may exercise one (1) vote. At all meetings of the Board, every question

shall be decided by a majority of the votes cast on the question. In case of an equality of

votes, the chair of the meeting in addition to an original vote shall have a second or

casting vote.

6.08 Dissent at Meeting

Subject to the Act, a Director who is present at a Board meeting or a meeting of a

committee of Directors is deemed to have consented to any resolution passed or action

taken at the meeting unless:

(a) the Director requests a dissent to be entered in the minutes of the meeting; or

(b) the Director sends a written dissent to the secretary of the meeting before the

meeting is adjourned; or

registered office of the Corporation immediately after the meeting is adjourned;

CACLP/ACPCL General Operating By-law No. 1

provided that a Director who votes for or consents to a resolution may not dissent.

6.09 Dissent of Absent Director

A Director who was not present at a meeting at which a resolution was passed or action

taken is deemed to have consented to the resolution or action unless, within seven (7)

days after becoming aware of the resolution or action, the Director:

(a) causes a dissent to be placed with the minutes of the meeting; or

(b) sends a dissent to the President by registered mail or delivers it to the registered

office of the Corporation.

6.10 Resolutions in Writing

A resolution in writing, signed by all the Directors entitled to vote on that resolution at a

Board meeting, shall be as valid as if it had been passed at a Board meeting. A copy of

every such resolution in writing shall be kept with the minutes of the proceedings of the

Board or committee of Directors.

6.11 Rules of Order

Any questions of procedures at or for any meetings of the Board or committees of the

Board, which have not been provided for in this By-law or by the Act, shall be

determined by the chairperson of the meeting in accordance with the most current edition

of Robert’s Rules of Order.

SECTION VII

OFFICERS

7.01 Appointment

The Board may designate the offices of the Corporation, specify the duties of Officers

and, subject to the Act, delegate to such Officers the power to manage the affairs of the

Corporation. The Officers of the Corporation shall be appointed by the Board. A Director

may be appointed to any office of the Corporation. An Officer may, but need not be, a

Director unless this By-law otherwise provides. Two or more offices may be held by the

same person.

7.02 Description of Offices

Unless otherwise specified by the Board (which may, subject to the Act, modify, restrict

or supplement such duties and powers), the offices of the Corporation, if designated and

if Officers are appointed thereto, shall have the following duties and powers associated

therewith, as well as such other duties and powers as the Board may specify from time to

time:

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(a) President - The President shall be a Director. The position of President will

normally be filled by the Director completing the term as Vice-President, unless

the incumbent Vice-President is unable or unwilling to assume the duties of

President. The President shall, when present, preside at all meetings of the Board

and of the Members.

(b) Vice-President - The Vice-President shall be a Director. If the President is absent

or is unable or refuses to act, the Vice-President, shall, when present, preside at all

meetings of the Board and of the Members.

begin at the conclusion of his or her term as President. Normally he or she shall

be appointed chair of the Nominating Committee during his or her term in office.

The Board shall delegate duties to the Past-President or they may be set forth in

the Operating Policies.

(d) Secretary-Treasurer – The Secretary-Treasurer shall be a Director. The

Secretary-Treasurer shall attend and be the Secretary of all meetings of the Board

and Members. The Secretary-Treasurer shall enter or cause to be entered in the

Corporation's minute book, minutes of all proceedings at such meetings; the

Secretary-Treasurer shall give, or cause to be given, as and when instructed,

notices to Members, Directors, the public accountant and members of committees;

the Secretary-Treasurer shall be the custodian of all books, papers, records,

documents and other instruments belonging to the Corporation.

The Secretary-Treasurer shall be responsible for the maintenance of proper

accounting records in compliance with the Act as well as the deposit of money,

the safekeeping of securities and the disbursement of funds of the Corporation;

whenever required, the Secretary-Treasurer shall render to the Board an account

of all such person’s transactions as Secretary-Treasurer and of the financial

position of the Corporation.

The duties of all other Officers of the Corporation shall be such as the terms of their

engagement call for or the Board or the President requires of them. The Board may from

time to time and subject to the Act, vary, add to or limit the powers and duties of any

Officer.

7.03 Term of Office

Officers shall hold their position for a two (2) year term, or, in those cases where an

Officer is appointed by the Board to fill a vacancy during the year, until the first meeting

of the Board immediately following the annual general meeting. Appointed Officers may

serve more than one (1) consecutive term of office, but in no event shall an appointed

Officer serve in the same capacity for more than three (3) consecutive terms.

CACLP/ACPCL General Operating By-law No. 1

7.04 Vacancy in Office

In the absence of a written agreement to the contrary, the Board may remove, whether for

cause or without cause, any Officer of the Corporation. Unless so removed, an Officer

shall hold office until the earlier of:

(a) the Officer’s successor being appointed;

(b) the Officer’s resignation;

appointment); or

(d) such Officer’s death.

If the office of any Officer of the Corporation shall be or become vacant, the Board may

appoint a person to fill such vacancy.

SECTION VIII

NOTICES

8.01 Method of Giving Notices

Subject to sections 4.05 and 6.03, any notice to be given (which term includes sent,

delivered or served) pursuant to the Act, the Articles, the By-laws or otherwise to the

Corporation, a Member, Director, Officer, member of a committee of the Board, or the

public accountant shall be sufficiently given:

(a) if delivered personally to the person to whom it is to be given or if delivered to

such person's address as shown in the records of the Corporation or in the case of

notice to a Director to the latest address as shown in the last notice that was filed

by the Corporation in accordance with the Act and received by Corporations

Canada; or

(a) if mailed to such person at such person’s recorded address by prepaid ordinary or

air mail; or

(b) if sent to such person by telephonic, electronic or other communication facility at

such person’s recorded address for that purpose; or

A notice so delivered shall be deemed to have been given when it is delivered personally

or to the recorded address as aforesaid; a notice so mailed shall be deemed to have been

given when deposited in a post office or public letter box; and a notice so sent by any

means of transmitted or recorded communication shall be deemed to have been given

when dispatched or delivered to the appropriate communication company or agency or its

representative for dispatch. The Secretary-Treasurer may change or cause to be changed

the recorded address of any Member, Director, Officer, public accountant, or member of a

CACLP/ACPCL General Operating By-law No. 1

committee of the Board in accordance with any information believed by the Secretary-

Treasurer to be reliable. The declaration by the Secretary-Treasurer that notice has been

given pursuant to this By-law shall be sufficient and conclusive evidence of the giving of

such notice. The signature of any Director or Officer of the Corporation to any notice or

other document to be given by the Corporation may be written, stamped, type-written or

printed or partly written, stamped, type-written or printed.

8.02 Computation of Time

Where a given number of days' notice or notice extending over a period is required to be

given under the By-laws, the day of service, posting or other delivery of the notice shall

not, unless it is otherwise provided, be counted in such number of days or other period.

8.03 Undelivered Notices

If any notice given to a Member is returned on two consecutive occasions because such

Member cannot be found, the Corporation shall not be required to give any further notices

to such Member until such Member informs the Corporation in writing of his or her new

address.

8.04 Omissions and Errors

The accidental omission to give any notice to any Member, Director, Officer, member of

a committee of the Board or public accountant, or the non-receipt of any notice by any

such person where the Corporation has provided notice in accordance with the By-law or

any error in any notice not affecting its substance shall not invalidate any action taken at

any meeting to which the notice pertained or otherwise founded on such notice.

8.05 Waiver of Notice

Any Member, Director, Officer, member of a committee of the Board or public

accountant may waive or abridge the time for any notice required to be given to such

person, and such waiver or abridgement, whether given before or after the meeting or

other event of which notice is required to be given shall cure any default in the giving or

in the time of such notice, as the case may be. Any such waiver or abridgement shall be

in writing except a waiver of notice of a meeting of Members or of the Board or of a

committee of the Board, which may be given in any manner.

SECTION IX

ARTICLES AND BY-LAWS

9.01 Amendment of Articles

The Articles of the Corporation may only be amended if the amendment is confirmed by a

Special Resolution of the Members. Any amendment to the Articles is effective on the

date shown in the certificate of amendment.

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9.02 By-law Confirmation

In accordance with the Articles and subject to the Act, any By-law, amendment or repeal

of a By-law shall require confirmation by Special Resolution of the Members.

9.03 Effective Date of Board Initiated By-law, Amendment or Repeal

Subject to the Act, the Board may by resolution, make, amend or repeal any By-laws that

regulate the activities or affairs of the Corporation. Any such By-law, amendment or

repeal shall be effective from the date of the resolution of Directors until the next meeting

of Members where it may be confirmed, rejected or amended by the Members by Special

Resolution. If the By-law, amendment or repeal is confirmed or is confirmed as amended

by the Members it remains effective in the form in which it was confirmed. The By-law,

amendment or repeal ceases to have effect if it is not submitted to the Members at the

next meeting of Members or if it is rejected by the Members at the meeting.

9.04 Effective Date of By-law Amendment or Repeal under Subsection 197(1)

A Special Resolution of the Members is required to make any amendment to the Articles

or the By-laws of the Corporation with respect to the matters listed in Subsection 197(1)

of the Act. A By-law made, amended or repealed under Subsection 197(1) is effective

from the date of the Special Resolution of the Members confirming such By-law,

amendment or repeal. A Board resolution is not required to make, amend or repeal any

By-law which is made pursuant to subsection 197(1) of the Act.

SECTION X

EFFECTIVE DATE

10.01 Effective Date

This By-law is effective upon the issuance of a Certificate of Continuance of the

Corporation by the federal Government under the Canada Not-for-Profit Corporations

Act and approval of the By-law by Special Resolution of the Members.

CACLP/ACPCL General Operating By-law No. 1

ENACTED by the Directors of the Corporation this 10th day of September, 2014.

Nancy Brager, MD, FRCPC

President

Peter Chan, MD, FRCPC

Secretary-Treasurer

APPROVED by the Members of the Corporation this 10th day of September, 2014.

Peter Chan, MD, FRCPC

Secretary-Treasurer

AMENDED by the Directors of the Corporation this 22nd day of September, 2020.

Glendon Tait, MD, FRCPC

President

Michael Butterfield, MD, FRCPC

Secretary-Treasurer

APPROVED by the Members of the Corporation this 22nd day of September, 2020.

Michael Butterfield, MD, FRCPC

Secretary-Treasurer

AMENDED by the Directors of the Corporation this 11th day of April, 2024.

CACLP/ACPCL General Operating By-law No. 1

Raed Hawa, MD, FRCPC

President

Michael Butterfield, MD, FRCPC

Secretary-Treasurer

APPROVED by the Members of the Corporation this ## day of MMM, 2024.

Michael Butterfield, MD, FRCPC

Secretary-Treasurer