Ontario Paramedic Association

Association By-laws


By-laws Approved at the Annual General Meeting April 18, 1997 Citadel Hotel, Ottawa


Submitted by the By-law Committee Ron McMillan, Chairman


Amended August 14, 2000

BY-LAW NO. 1

A by-law relating generally to the transaction of the affairs of the Ontario Paramedic Association.
BE IT ENACTED as a by-law of the Ontario Paramedic Association (hereinafter called the "Association") as follows:

ARTICLE 1

HEAD OFFICE

The Head Office of the Association shall be in the Municipality of Metropolitan Toronto, in the Province of Ontario, and at such place therein as the board of directors (hereinafter call the "board" may from time to time determine.

ARTICLE 2

BOARD OF DIRECTORS

he affairs of the Association shall be managed by a board of not less than four (4) and no greater than nine (9) directors. The directors shall hold office for a term of two (2) years. At the annual meeting held on or about the termination of a term, but no later than twenty seven (27) months after a previous election, the directors shall be elected by the Full Members of the Association from among themselves as provided herein.
The office of a director of the Association shall be vacated if such director:
a) becomes bankrupt or is declared insolvent
b) becomes of unsound mind
c) resigns office by notice in writing to the Association
d) has been absent, without being excused by resolution of the board, from two (2) consecutive meetings of the board.
e) knowingly violates the Associations professional code of ethics


ARTICLE 3

VACANCIES, BOARD OF DIRECTORS

Vacancies on the board, however caused, may be filled by the remaining directors from among the Full Members of the Association, if the said remaining directors see fit to do so, otherwise such vacancy shall be filled at the next annual meeting of the Members. Only Full Members may be nominated to the board. If the number of directors is increased between the terms, a vacancy or vacancies, to the number of authorized increase, shall thereby be deemed to have occurred, which may be filled in the manner above provided.
In the event of a vacancy in the office director, the person who is appointed or elected as director to fill the vacancy shall serve only for the unexpired portion of the term of the director he or she replaced.

ARTICLE 4

QUORUM AND MEETING, BOARD OF DIRECTORS

a) A majority of directors shall form a quorum for the transaction of business.
b) The board may hold its meetings at the Head Office of the Association or at any such place or places as it may, from time to time, determine. 
c) No formal notice of any such meeting shall be necessary if all directors be present, or if those absent have signified their consent to the meeting being held in their absence.
d) Meetings of the board may be formally called by the President, or by any director. Notice of such meetings shall be telephoned, emailed, faxed or mailed to each director not less than five (5) days before the meeting is to take place provided that, where by telephone, notice shall be given directly to the director in question or left on a voice recording device purporting to be accessible to him or her.
e) A statutory declaration of the President or any other director that notice has been given pursuant to this by-law or an entry in the minutes (of the meeting in respect of which the notice was given) to that effect shall be sufficient and conclusive evidence of the giving of such notice.
f) The board may appoint a day or days in any month or months for regular meetings, at an hour to be named, and of such regular meeting no notice need be sent.
g) A meeting of the board may also be held, without notice, immediately following the annual meeting of the Association for the purpose of electing an executive.
h) The board may consider or transact any business, either special or general, at any meeting of the board.
i) Where notice has been given, a meeting can be properly constituted and held where one or more of the quorum of directors is present by telephone.

ARTICLE 5

ERRORS IN NOTICE, BOARD OF DIRECTORS

No error or omission in giving such notice for a meeting of the board shall invalidate such meeting or invalidate or make void any proceedings taken or had at such meeting and any director may, at any time, waive notice of any such meeting and may ratify and approve of any or all proceedings taken or had thereat.

ARTICLE 6

VOTING, BOARD OF DIRECTORS

Questions arising at any meeting of the board shall be decided by a majority of votes. In case of an equality of votes, the Chair of the meeting shall have a second or casting vote. All votes at any such meeting shall be taken by ballot if so demanded by any director present, but if no demand be made, the vote shall be taken by assent or dissent. A declaration by the Chair of the meeting that a resolution has been carried and an entry to that effect in the minutes shall be admissible in evidence as prima facie proof of the fact, without proof of the number or proportion of the votes recorded in favor of or against such resolution. In the absence of the President, the duties of the President may be performed by the Vice President or such other director as the President may appoint, from time to time, for the purpose.

ARTICLE 7

REMUNERATION OF DIRECTORS

The directors shall receive no remuneration for acting as such, but shall be entitled to compensation for any reasonable expenses incurred by them on behalf of the Association.

ARTICLE 8

POWERS OF DIRECTORS

The Board shall have full power with respect to all affairs of the Association and, subject to the provisions of Article 34 hereof, no resolution passed or enacted by the board, or any other action taken by the board, requires confirmation or ratification by the Full Members of the Association in order to become valid or to bind the Association. Without limiting the generality of the powers of the Board as set out in this Article 8, the board shall have the power to pass without any confirmation by the Full Members all necessary rules and regulation related in anyway to the operations of the Association, including, without limitation, conduct of the members and guests of operation, occupation and leasing of the premises of the Association, if any.

ARTICLE 9

COMMITTEES

The board may appoint such committees as it, from time to time, considers advisable.

ARTICLE 10

POWERS OF COMMITTEES

No committee shall have the power to act for or on behalf of the Association or otherwise commit or bind the Association to any course of action. Committees shall only have the power to make recommendations to the board, or to the general membership, as the board may, from time to time, direct.

ARTICLE 11

MEMBERSHIP OF THE COMMITTEES

Members of committees shall be appointed by, and hold office at the pleasure of the board.


ARTICLE 12

REPORTS OF COMMITTEES

Each committee shall submit to the board such reports as the board may, from time to time, request, but, in any event, all reports as each committee may, from time to time, create.


ARTICLE 13

OFFICERS OF THE ASSOCIATION

There shall be a President, Vice-President, Director of Education and Research, Registrar, Secretary, and Treasurer. Among these, the position of the President or Vice-President and the Director of Education and Research must be held by a Full Member who holds at least Level III certification. No person shall hold office if he/she is not a Full Member, and no member may hold more than one office except for the offices of Secretary and Treasurer. All of the officers shall be elected by the board at the first meeting of the board and at the first meeting of the board after each election of directors, provided that in default of such election the then incumbents, being members of the board shall hold until their successors are elected. Any other agreement to the contrary the employment of all officers shall be settled from time to time by the board. The officers shall perform the duties described in the Parliamentary authority and these by-laws.

ARTICLE 14

HONORARY OFFICERS

The board may from time to time appoint such honorary officers as they may consider appropriate.

ARTICLE 15

DUTIES OF PRESIDENT

The President shall, when present, preside at and be at the chair at all meetings of the members of the Association and the board. The President, subject to the authority of the board, shall have general supervision of the affairs and business of the Association. The President with any officer appointed by the board for the purpose shall sign all by-laws. The President, shall be, ex officio, a Member of all committees. The President shall perform such other duties as may from time to time be determined by the Board. During the absence or inability of the President, the President's duties and powers may be exercised by the Vice-President.


ARTICLE 16

DUTIES OF SECRETARY, TREASURER AND REGISTRAR

a) The Secretary shall be ex officio clerk of the board who shall:
1) attend all meeting of the board and record all facts and minutes of all proceedings in the books kept for such purposes
2) ensure that all notices required to be given are given to directors,
3) if a written concern of one Full Member, which is endorsed in writing by another is submitted at a general meeting to the chair concerning a financial matter and the chair is unable to satisfy the concern at the general meeting, then the member who filed and endorsed the concern will be requested to attend the next board meeting at which time the books will be open to that member.
4) maintain an accurate history of the bylaws, minutes, reports of committees and other records of the Association that are produced and that the board considers worthy of preservation
b) The Treasurer shall :
1) open a bank account in the Association's name,
2) keep track of all income and expenses
3) keep all necessary documentation of all income and expenses
4) provide a financial statement when required
c) The Registrar shall:
1) keep an active list of all Members, chapters and individuals and/or groups that the board may, from time to time, decide upon.
2) ensure that all notices, flyers, press releases and/or any form of communication required to be given are given to Members, chapters and other individuals and/or groups that the board may, from time to time, decide upon.

ARTICLE 17

DUTIES OF OTHER OFFICERS

The duties of all other officers of the Association shall be such as the terms of their engagement call for or the board required of them.

ARTICLE 18

EXECUTIVE DIRECTOR

The board may, from time to time, appoint an Executive Director and may delegate to such person such authority to manage and direct the business and offices of the Association as the board may, from time to time, determine (except for such matters and duties as must, by law, be transacted or performed by the board or by the members). The Executive Director shall report on the affairs of the Association as may be required, from time to time, by the board.

ARTICLE 19

EXECUTION OF DOCUMENTS

All contracts and engagements on behalf of the Association shall be signed by the President and any one (1) other director of the Association, or, any other director or officer authorized by the President and another director by resolution of the board.
Both the President and Treasurer, or any other persons from time to time designated by resolution of the board may vote or transfer any and all shares, bonds, or other securities from time to time outstanding in the name of the Association in its individual capacity or otherwise and may accept in the name and on behalf of the Association transfers or shares, bonds or other securities from time to time transferred to the Association and may make, execute and deliver any and all instruments in writing necessary or proper for such purposes, including the appointment of an attorney or attorneys to make or accept transfers of shares, bonds or other securities on the books of any company or corporation.
Notwithstanding any provisions to the contrary contained in the by-laws of the Association, the board may at any time by resolution direct the manner in which, and the person or person by whom, any particular instrument, contract or obligations of the Association may or shall be executed.

ARTICLE 20

TRUSTEE

The board may, by resolution, appoint trustees to hold the property of the Association and may determine the terms of any such trust. Any person authorized by the board to do so may execute any such trust agreement on behalf of the Association.

ARTICLE 21

BOOKS, RECORDS AND REPORTS

The board shall see that all necessary books and records of the Association required by the by-laws of the Association or by any applicable statue or law are regularly and properly kept.

ARTICLE 22

MEMBERS

There shall be only three (3) classes of members; Full Members, Associate Members, and Corporate Members.
Full Members shall include;
a) a qualified Emergency Medical Care Attendant (E.M.C.A.) or an appropriately certified Emergency Medical Attendant (E.M.A.) as defined within the Ambulance Act and regulations
b) who has duly registered with the Association, and who remains in good standing.
Associate Members will include any or all medical or emergency personnel, who are not eligible to be Full Members, who have an interest in the field of Paramedicine, whose written application has been accepted by the board, and who remains in good standing.
Corporate Members will include any Corporation, Organization, Association, or Group that has duly registered with the Association, and who remain in good standing.
Full Members, Associate Members and Corporate Members shall be collectively referred to as "members".

ARTICLE 23

CHAPTERS

Full members of the association may form chapters within their own specialty, or region as defined by Appendix (1). These chapters may be formed upon letter of application to, and with the approval of the Board. The name of such chapter must also be approved by the board, and any chapter may consist of members trained to a minimum of an EMA. All members of a single chapter need not work within the same region
Each chapter must have either a single representative or a board of directors which will be determined by majority vote of full members present and voting at a meeting of the chapter called for that purpose. Subsequent to that vote, the actual representative or board of directors shall be elected by the full members present and voting.
The association shall not be responsible for any financial obligation entered into or accepted by any chapter.

ARTICLE 24

CHAPTER REPRESENTATIVES AND BY-LAWS

The elected representative(s) of a chapter shall have authority for that chapter only, and may not speak or purport to speak on behalf of any other chapter or the entire association. Representatives(s) of a chapter sit at the pleasure of the board and may be removed by due process and with just cause, as representative(s) by a majority of votes of board members present and voting at a meeting of the board called for that purpose. Due process shall be defined in the Conflict of Interest Guidelines of the Association, and 'just cause' may be defined any violation of either the code of Ethics, a breach of the bylaws, profiting from his/her position as representative, or for a Conflict of Interest.
Regardless of whether a single representative or a board of directors are appointed to represent a local chapter, the representative(s) of that chapter will be bound by all articles of these by-laws, with the exception of Article 1, subject to the following conditions.
a) in the case of a single representative, that representative shall be considered to hold all positions of the board and shall be responsible for the execution of all responsibilities of every member of the board.
b) any reference in chapter documentation to the association shall be taken to be a reference to the local chapter, unless it specifically states it is referring to the Ontario Paramedic Association.
c) any reference in chapter documentation to a board or directors shall be taken to refer to the board of directors of the local chapter.
d) any reference in chapter documentation to a full member is taken to be a reference to a full member of that chapter only.
e) articles 2 (Board of Directors) and 13 (Officers of the Association) shall be modified to accommodate the local chapter subject to Article 23 and with the approval of the board.
f) in the case of a single representative, the powers and responsibilities granted to a number of directors in article 19 shall be granted solely to that single representative.
g) the fiscal year of a chapter shall correspond to that of the association.
The duly elected representative(s) of a chapter may apply in writing for variance(s) in the by-laws of the OPA for their local chapter. The variance(s) will be decided by a majority vote of the OPA Board of Directors present and voting at a meeting of the board. Any variance(s) which may be granted will apply only to the chapter(s) that requested the variance(s).

ARTICLE 25

CHAPTER MISSION STATEMENTS, CODE OF ETHICS AND OBJECTIVES

The Mission Statement and Code of Ethics of each chapter shall be identical to the Mission Statement and Code of Ethics of the Association, and may be changed only by majority vote of full members present and voting at a meeting of the membership of the chapter called for that purpose.
The objectives of a chapter shall also correspond to the objectives of the Association, unless written application for variance is received by the Board from the duly elected representative(s) of the chapter, and granted by majority vote of Board of Directors present and voting at a meeting of the board. Any variance(s) in the objectives which are granted to a chapter(s) will apply only to the local chapter(s) that requested the variance(s). All applications for variance will be dealt with by the Board on an individual basis, and any previous granting of a variance will not be construed as leave for variance on a new application. The Board may also repeal any previous variance at any time for just reason.

ARTICLE 26

RESTRICTION OF VOTES

All issues brought to a general meeting for a vote shall be voted on by the members. Chapters may choose to segregate the vote on any question or issue brought to a meeting of that chapter, with the approval of the Board.

ARTICLE 27

RIGHTS, DUTIES AND REMOVAL OF MEMBERS

Each member shall be entitled to receive notice of and attend at any general or annual meeting of members, and each Full Member shall have one vote on each question arising at any meeting of the members of the Association subject to the conditions set out in Article 25.
Any member may be removed as a member upon resolution passed by a majority vote of the directors present and voting at a meeting of the board called for that purpose.

ARTICLE 28

ANNUAL AND OTHER MEETINGS OF MEMBERS

The annual or any other meeting of the members shall be held at the head office of the Association or elsewhere in Ontario as the board may determine and on such day as the board may appoint.
At every annual meeting, in addition to any other business that may be transacted, the report of the board, the financial statement and report of the auditors, if any, shall be presented and subject to Articles 2 and 3 hereof, vacancies on the board, if any, shall be filled by election. Nominations may be submitted in writing to the Chair prior to the general meeting and shall be endorsed by two Full Members who are not the subject of the nomination. The Chair may nominate or accept nominations during the general meeting at any time prior to the election. The Full Members may consider and transact any business, either special or general, without any notice thereof at any meeting of the Members. The board, or the President, shall have the power to call at any time a general meeting of the member of the Association and reasonable measure to ensure notification of each meeting will be taken fourteen (14) days prior to time fixed for the holding of such meeting.

ARTICLE 29

FEES

Each member shall pay such membership fees, as shall be determined, from time to time, by the board.

ARTICLE 30

ERROR OR OMISSION IN NOTICE

No error or omission in giving notice of any annual or general meeting or any adjourned meeting, whether annual or general, of the members of the Association shall invalidate such meeting or make void any proceedings taken thereat and any member may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat. For the purpose of sending notice to any member, director or officer for any meeting or otherwise, the address of any member, director or officer shall be at such person's last address recorded on the books of the Association.

ARTICLE 31

ADJOURNMENTS

Any meeting of the Association or of the board may be adjourned to any time and from time to time and such business may be transacted at such adjournment meeting as might have been transacted at the original meeting from which such adjournment took place. No notice shall be required of any such adjournment. Such adjournment may be made notwithstanding that no quorum be present.

ARTICLE 32

QUORUM OF MEMBERS

A quorum for the transaction of business at any meeting of members shall consist of at least eleven (11) Full Members present in person or represented by proxy.

ARTICLE 33

VOTING OF MEMBERS

Each Full Member shall at all meetings of members be entitled to one vote subject to the conditions set out in Article 26, and may vote by proxy. Such proxy need to be a member but before voting shall provide and deposit with the Secretary sufficient appointment in writing from such person's constituent or constituents.
At all meetings of members every question shall be decided by a majority of the votes of the Full Members present and voting in person or represented by proxy unless otherwise required by the by-laws of the Association. Every question, except the election of a board member, shall be decided in the first instance by a show of hands, every Full Member shall have one vote, and unless a poll be demanded, a declaration by the Chair of the meeting that a resolution has been carried and an entry to that effect in the minutes of the Association shall be admissible in evidence as prima facie proof of the fact without proof of the number or proportion of the votes accorded in favour or against such a resolution. Election of board members should be done by ballot, and not by a show of hands, unless the director is in through acclamation. The demand for a poll may be withdrawn, but if a poll be demanded and not withdrawn the question shall be decided by a majority of votes given by Full Members present in person or by proxy, and such a poll shall be deemed the decision of the Full Members in general meeting upon the matter in question. In case of an equality of votes at any general meeting, whether upon a show of hands or at a poll, the Chair of the meeting shall be entitled to a second or casting vote.

ARTICLE 34

PARLIAMENTARY AUTHORITY

The rules contained in the modern edition of Robert's Rules of Order shall govern the Association in all cases where they are not inconsistent with these by-laws and a special rules of order that the Association may adopt.

ARTICLE 35

CHEQUES

All cheques, bills of exchange or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Association shall be signed by such officer or officers, agent or agents of the Association and in such manner as shall from time to time be determined by resolution of the board and any one of such officers or agents may alone endorse notes and drafts for collection on account of the Association through its bankers, and endorse notes and drafts for collection on account of the Association through its bankers and endorse notes and cheques for deposit with the Association's bankers for the credit of the Association, to the same may be endorsed "for collection" or "for deposit" with the bankers of the Association by using the Association's rubber stamp for the purpose. Any one of such officers or agents so appointed may arrange, settle, balance and certify all books and accounts between the Association and the Association's bankers and may receive all paid cheques and vouchers and sign all bank forms or settlements of balances and release or verification slips.


ARTICLE 36

DEPOSIT OF SECURITIES FOR SAFEKEEPING

Any securities of the Association shall be deposited for safekeeping with one or more bankers, trust companies or other financial institutions to be selected by the Board. Any or all securities or deposits may be withdrawn, from time to time, only upon the written order of the Association signed by such officer or officers, agent or agents of the Association, and in such a manner as shall from time to time be determined by resolution of the board and such authority may be general or confined to specific instances. The institutions which may be so selected as custodians of the board shall be fully protected in acting in accordance with the directors of the board and shall in no event be liable for the due application of the securities so withdrawn from deposit of the proceeds thereof.

ARTICLE 37

NOTICE

Whenever under the provision of the by-laws of the Association notice is required to be given, unless otherwise provided herein, such notice may be given by personal delivery, or by telegraph, telecopier or electronic mail, in which case it shall conclusively be deemed, in the case of personal delivery, given on the date of personal delivery, in the case of telegraph, given on its being handed to the telegraph company or its messenger, in the case of the telecopier or electronic mail, given on its being sent, or by prepaid mail, in which case it shall conclusively be deemed given on the fourth (4) day next following the day on which it is posted provided there is no interruption in the postal service which affects delivery generally. If on or before the fourth business day following the day on which the notice is mailed an interruption in the postal service affecting delivery or telegraph or telecopier and any notice mailed before four (4) days of uninterrupted postal delivery have elapsed since the mailing thereof shall be disregarded and of no force or effect. For the purpose of sending any notice the address of any member, director, or officer shall be the last address of such person as recorded on the books of the Association. Any person entitled to receive any such notice may waive such notice either before or after the meeting to which such notice refers.

ARTICLE 38

INDEMNIFICATION OF DIRECTORS AND OFFICERS

All directors, officers and their heirs, executors and administrators, and estates and effects, respectively, shall from time to time, and all times, be indemnified and saved harmless out of the funds of the Association from and against:
a) all costs, damages, charges and expenses whatsoever that such a person sustains or incurs in or about any charge, information action, suit or proceeding that is brought, commenced or prosecuted against such person for or in respect of any act, deed, matter or thing whatsoever made, done or permitted by such person in or about the execution of the office; and
b) all other costs, charges and expenses that such a person sustains or incurs in or about or in relation to the affairs of the Association, except such costs, charges or expenses as are occasioned by such person's own willful neglect or default.

ARTICLE 39

AMENDMENT

The board may, by resolution, amend, repeal, or re-enact any by-law of the Association and any such amendment, repeal or reenactment, unless in the meantime confirmed by a majority of the votes cast at a general meeting of the members called for that purpose, is effective only until the next annual meeting of the members unless confirmed thereat, and in default of confirmation thereat, ceases to have effect at all from that time.

Appendix (1) - Regions

For the purpose of organization and chapter development, the province shall be divided into the following regions as corresponds to the Official Ontario Road Map 1996:
Region 1 - the counties of Essex, Kent, Lambton, Elgin, Middlesex, Oxford, Perth, Huron, Bruce and Grey
Region 2 - the counties of Haldimand, Brant, Wellington, and Dufferin, and the Regional Municipalities of Niagara, Hamilton-Wentworth, Waterloo and Halton
Region 3 - the Regional Municipalities of Peel, York and Durham, the counties of Simcoe, Victoria, Peterborough, Northumberland and Haliburton, and the District of Muskoka
Region 4 - the counties of Prince Edward, Hastings, Lennox-Addington, Frontenac, Lanark, Leeds & Grenville, Renfrew, Ottawa-Carlton, Stormont, Dundas & Glengary and Prescott & Russell
Region 5 - the Regional Municipality of Sudbury, and the Districts of Parry Sound, Nippising, Cochrane, Sudbury, Manitoulin, Timiskiming and Algoma
Region 6 - the Districts of Thunder Bay, Kenora and Rainy River
Region 7 - Metropolitan Toronto