Proposed Amendments to AMA Bylaws
Memorandum
Date: August 1, 2023
To: Alberta Medical Association Members
From: Dr. fred Rinaldi, Chair, Committee on Bylaws
Subject: Proposed bylaw amendments
On behalf of the Committee on Bylaws, we respectfully submit the following proposed AMA Bylaw amendments for approval by the membership at the Annual General Meeting. In the tables below showing the present and proposed wording, we have highlighted where changes are being made in bolded text.
Special Resolutions
Special resolutions require a 75% majority to pass and are required for the following: amendments to the bylaws or objects of the association, removal of a director and issuance of debentures. Two changes are being proposed:
- Inclusion of “the AGM” for special resolutions – Provides clarity that these motions can be made at the AGM and not just a special general meeting, which aligns with our current practice of voting on bylaw amendments at the AGM.
- Simplify virtual voting for special resolutions –Only those “present”, which is defined as “being within the reach, sight or call of other attendees”, may vote on a special resolution. At an in-person meeting, presence can be established visually, however, at a virtual meeting, verification of presence is required when voting occurs because not all those logged into a virtual meeting may be active when a vote occurs. The proposed amendment reflects guidance from regulators and would recognize all those eligible voters who cast a vote, as being present.
|
Proposed wording
|
Present wording
|
|
30.1
|
A Special Resolution may be passed at the AGM or a special general meeting where notice has been given at least twenty-one (21) days in advance specifying the motion, and is approved by at least seventy-five (75%) percent of those Members present, who, if entitled to vote, do so.
|
30.1
|
A Special Resolution may be passed at a special general meeting where notice has been given at least twenty-one (21) days in advance specifying the motion, and is approved by at least seventy-five (75%) percent of those Members present and entitled to vote.
|
Annual General Meeting
A working group, including members at large, was established to review the format of the AMA Annual General Meeting. The working group undertook a legal review, considered best practice and member feedback from previous AGMs, and interviewed other divisions and related organizations across the country. Based on the review, the working group recommended two changes to the AGM that require bylaw amendments, which were supported by the Committee on Bylaws.
- Move the installation of officers and valedictory to the Representative Forum rather than the AGM. The president is elected by a vote of all members several months in advance of the AGM. Therefore, it was felt that the ceremonial installation and valedictory of the president, were better suited to an in-person event, where the family of the officers could better participate in the celebration. The AGM would instead include a president’s address to support accountability requirements to members.
- Include a statement of purpose, that the AGM is for leadership to satisfy its accountability requirements to membership and to conduct business required under the Societies Act. The proposed amendments align the business of the AGM accordingly.
|
Proposed wording
|
Present wording
|
|
10.1
|
Annual General Meeting
10.3 The primary purpose of the AGM is for the Association’s leadership to satisfy its accountability requirements to the Members and to conduct the annual matters required under the Societies Act, as amended or replaced from time to time by legislation of similar nature and substance, including, without limitation:
(i) President’s address;
(ii) Report of the Board and Forum;
(iii) Report of the Nominating Committee to include election of:
- Speaker and Deputy Speaker;
- Representatives to CMA General Council;
(iv) Election of Members to the Nominating Committee;
(v) Auditor's report of previous financial year;
(vi) Appointment of the auditor;
(vii) Report of the Committee on Bylaws; and
(viii) Conduct of any other business.
16.1 President
16.2 The president shall:
(v) deliver an address at the AGM
|
10.1
|
Annual General Meeting
10.3 The business of the AGM shall include the:
(i) Installation of Officers;
(ii) President's valedictory;
(iii) Report of the Committee on Bylaws;
(iv) Report of the Nominating Committee to include election of:
- Speaker and Deputy Speaker;
- Representatives to CMA General Council;
(v) Election of Members to the Nominating Committee;
(vi) Report of the Forum;
(vii) Report of the Board;
(viii) Report of the Executive Director;
(ix) Auditor's report of previous financial year;
(x) Appointment of the auditor; and
(xi) Other business.
16.1 President
16.2 The president shall:
(v) deliver a valedictory address at the AGM
|
Changes to CPSA representative
- As a result of amendments to the Health Profession Act, the College of Physicians & Surgeons has relinquished its voting rights at the AMA. The proposed bylaw amendments align with the CPSA’s direction and affect the CPSA’s role at the Forum and on the Committee on Bylaws. A CPSA representative will continue to be invited to the Forum as an observer, as already provided for in article 12.9. For members appointed by the Board to the Committee on Bylaws, the Nominating Committee recommends to the Board, the appointees for the Bylaws Committee, after undertaking an open call to all members.
|
Proposed wording
|
Present wording
|
|
21.0
|
21.0 Committee on Bylaws
21.1 The committee shall be composed of three (3) Members appointed by the Board, together with the President, President-Elect and a Member of the secretariat appointed by the Board.
12.0 Forum
12.5 The Forum shall consist of:
(vii) delegates representing:
- Past Presidents of the Association;
- PARA, through the Postgraduate Delegates;
- the student bodies of the Faculty of Medicine and Dentistry at the University of Alberta and the Faculty of Medicine at the University of Calgary;
- each Section;
- each Zone;
- the PCNs, through the Zonal PCN Physician Leads;
- the AMHSP Physicians; and12.12 Delegates from:
(ii) PARA and the MSAs shall be elected or appointed for a term of one (1) year.12.13 When a vacancy occurs:
(ii) in respect of Delegates from Sections, Past Presidents, PARA and the MSAs, the entity which elected the Delegate may elect another one to fill the vacancy, or if appointed, the entity which appointed the Delegate may appoint another one to fill the vacancy; and
12.29 College
12.30 The College shall appoint one Delegate.
|
21.0
|
Committee on Bylaws
21.1 The committee shall be composed of two (2) Members appointed by the Board, one (1) representative of the Council of the College, together with the President, President-Elect and a Member of the secretariat appointed by the Board.
12.0 Forum
12.5 The Forum shall consist of:
(vii) delegates representing:
- Past Presidents of the Association;
- PARA, through the Postgraduate Delegates;
- the student bodies of the Faculty of Medicine and Dentistry at the University of Alberta and the Faculty of Medicine at the University of Calgary;
- the College
- each Section;
- each Zone;
- the PCNs, through the Zonal PCN Physician Leads;
- the AMHSP Physicians; and
12.12 Delegates from:
(ii) PARA, the MSAs and the College shall be elected or appointed for a term of one (1) year.
12.13 When a vacancy occurs:
(ii) in respect of Delegates from Sections, Past Presidents, PARA, the MSAs and the College, the entity which elected the Delegate may elect another one to fill the vacancy, or if appointed, the entity which appointed the Delegate may appoint another one to fill the vacancy; and
12.29 College
12.30 The College shall appoint one Delegate.
|
Remove references to the CMA's nominations working group
The proposed amendment reflects changes to the CMAs process. The Alberta member to the CMA Nominating committee, is elected through an open call undertaken by the CMA and is no longer elected by the AMA .
|
Proposed wording
|
Present wording
|
|
12.3
|
The Forum shall:
(i) have the power to remove an Officer or Director;
(ii) represent the Members' interests;
(iii) be responsible for the direction of the affairs of the Association;
(iv) elect the Directors of the Board;
(v) approve the establishment or dissolution of Sections;
(vi) report to the AGM;
(vii) consider recommendations from the Board or Delegates; and
(viii) in the case of a vacancy on the Board, as soon as practicable, elect a Delegate from the Forum to fill the vacancy.
23.0 Nominating Committee
23.7 The committee shall provide to:
(i) the Membership, a nominee for President-Elect;
(ii) the AGM, a list of nominees for: Speaker, Deputy Speaker and representatives to CMA General Council;
(iii) the Forum, a list of nominees for election of Directors of the Board;
(iv) the Board, a list of nominees for committee membership, including committee chairs, a list of nominees for Members Emeritus, and a list of nominees for CMA committees and council membership.
|
12.3
|
The Forum shall:
(i) have the power to remove an Officer or Director;
(ii) represent the Members' interests;
(iii) be responsible for the direction of the affairs of the Association;
(iv) elect the Directors of the Board;
(v) elect the Association's representatives to the CMA’s nominations working group;
(vi) approve the establishment or dissolution of Sections;
(vii) report to the AGM;
(viii) consider recommendations from the Board or Delegates; and
(ix) in the case of a vacancy on the Board, as soon as practicable, elect a Delegate from the Forum to fill the vacancy.
23.0 Nominating Committee
23.7 The committee shall provide to:
(i) the Membership, a nominee for President-Elect;
(ii) the AGM, a list of nominees for: Speaker, Deputy Speaker and representatives to CMA General Council;
(iii) the Forum, a list of nominees for election of Directors of the Board;
(iv) the Forum, a list of nominees for the representatives to the CMA’s nominations working group; and
(v) the Board, a list of nominees for committee membership, including committee chairs, a list of nominees for Members Emeritus, and a list of nominees for CMA committees and council membership.
|
Non-resident members category
This change clarifies that non-resident physicians licensed in Alberta may join the AMA as non-resident members. Non-resident members are not allowed to vote in elections or hold office, but may be eligible for the negotiated benefits upon payment of the required dues.
|
Proposed wording
|
Present wording
|
|
7.15
|
Non-resident Members
7.16 A doctor of medicine or doctor of osteopathy who is a registered practitioner licensed and in good standing with the College who is not a resident of Alberta, is eligible for membership in the Association on application to the Executive Director and payment of the required dues. A former member of PARA who takes up residence outside Alberta is eligible for membership in the Association on application to the Executive Director and payment of the required dues provided:
|
7.15
|
Non-resident Members
7.16 A Member of the Association who takes up residence outside Alberta is eligible for membership in the Association on application to the Executive Director and payment of the required dues. A former member of PARA who takes up residence outside Alberta is eligible for membership in the Association on application to the Executive Director and payment of the required dues provided:
|
Enable self-nominations for elected positions
These amendments enable members to self-nominate for elected positions. Self-nomination has become common practice as organizations move to accommodate virtual and electronic environments. For the last five Board elections during RF and for the Nominating Committee election at the AGM, the governance body has suspended the requirements for a signed nomination paper and allow self-nomination. The proposed amendments formalize that practice for all roles where nomination papers are currently required.
|
Proposed wording
|
Present wording
|
|
35.0
|
Conduct of Election of President-Elect
35.2 At least sixty (60) days prior to the date on which the election of President-Elect is to be held, the recommendation of the Nominating Committee and a notice stating the deadline for receipt of nominations and date of election shall be sent by Mail to each Member entitled to vote.
35.3 Nominations
35.4 A nominee may be nominated by the Nominating Committee, another Member, or by self-nomination, through a process determined by the Executive Director, which shall include a process for confirming each nominee’s acceptance of the nomination.
|
7.15
|
Conduct of Election of President-Elect
35.2 At least sixty (60) days prior to the date on which the election of President-Elect is to be held, the recommendation of the Nominating Committee and a notice stating the deadline for receipt of nominations, date of election and a nomination paper shall be sent by Mail to each Member entitled to vote.
35.3 Nomination Paper
35.4 Except for the candidate recommended by the Nominating Committee for nomination of President-Elect, each nomination shall be signed by five (5) Members eligible to vote and by the nominee indicating acceptance of the nomination.
|
|
36.0
|
Conduct of Elections: Zone Delegates & AMHSP Arrangement Representatives
36.2 At least sixty (60) days before the date on which the election of zonal Delegates or AMHSP Arrangement Representatives, as applicable, is to be held, a notice stating the deadline for receipt of nominations and date of the election shall be sent by Mail to each Member entitled to vote:
36.3 Nominations
36.4 A nominee may be nominated by another Member, or by self-nomination, through a process determined by the Executive Director, which shall include a process for confirming each nominee's acceptance of the nomination.
|
36.0
|
Conduct of Elections: Zone Delegates & AMHSP Arrangement Representatives
36.2 At least sixty (60) days before the date on which the election of zonal Delegates or AMHSP Arrangement Representatives, as applicable, is to be held, a notice stating the deadline for receipt of nominations, date of the election and a nomination paper shall be sent by Mail to each Member entitled to vote:
36.3 Nomination Paper
36.4 Each nomination shall be signed by three (3) Members who are eligible to vote and by the nominee indicating acceptance of the nomination.
|
|
38.0
|
Conduct of Elections: Directors
38.2 At least thirty (30) days before the date on which the election of Directors is to be held, the recommendation of the Nominating Committee shall be sent to each Delegate entitled to vote.
38.3 Nominations
38.4 A Delegate may be nominated by the Nominating Committee, another Delegate, or by self-nomination, through a process determined by the Executive Director, which shall include a process for confirming each Delegate's acceptance of the nomination.
|
38.0
|
Conduct of Elections: Directors
38.2 At least thirty (30) days before the date on which the election of Directors is to be held, the recommendation of the Nominating Committee and a nomination paper shall be sent to each Delegate entitled to vote.
38.3 Nomination Paper
38.4 Except for the candidates recommended by the Nominating Committee, each nomination shall be signed by five Delegates and by the nominee indicating acceptance of the nomination.
|
|
39.0
|
Conduct of Elections: Speaker, Deputy Speaker, Members elected to the Nominating Committee at the AGM, Representatives to CMA General Council, Members Emeritus and Honorary Members
39.3 At least sixty (60) days before the AGM, the recommendations of the Nominating Committee shall be sent by Mail to each Member entitled to vote. In addition, for the positions of Speaker, Deputy Speaker and Representatives to CMA General Council, a notice stating the deadline for receipt of further nominations shall also be sent by Mail to each Member entitled to vote.
39.4 At least sixty (60) days before the AGM a call for nominations for Members to stand for election to the Nominating Committee at the AGM and a notice stating the deadline for receipt of nominations and date of election shall be sent by Mail to each Member entitled to vote.
39.5 A nominee may be nominated by the Nominating Committee, another Member, or by self-nomination, through a process determined by the Executive Director, which shall include a process for confirming each nominee's acceptance of the nomination.
|
39.0
|
Conduct of Elections: Speaker, Deputy Speaker, Members elected to the Nominating Committee at the AGM, Representatives to CMA General Council, Members Emeritus and Honorary Members
39.3 At least sixty (60) days before the AGM, the recommendations of the Nominating Committee shall be sent by Mail to each Member entitled to vote. In addition, for the positions of Speaker, Deputy Speaker and Representatives to CMA General Council, a notice stating the deadline for receipt of further nominations, and a nominating paper shall also be sent by Mail to each Member entitled to vote.
39.4 At least sixty (60) days before the AGM a call for nominations for Members to stand for election to the Nominating Committee at the AGM and a notice stating the deadline for receipt of nominations, date of election and a nomination paper shall be sent by Mail to each Member entitled to vote.
39.5 Except for the candidates recommended by the Nominating Committee, each nomination shall be signed by two (2) Members eligible to vote and by the candidate indicating acceptance of the nomination.
|
|
34.18
|
Extension of Time
34.19 If normal Mail service is disrupted, the Executive Director shall have the authority to extend the dates for the:
(i) distribution of nominations
|
34.18
|
Extension of Time
34.19 If normal Mail service is disrupted, the Executive Director shall have the authority to extend the dates for the:
(i) distribution of nominating papers;
|
