Proposed Amendments to AMA Bylaws

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Questions about the Proposed Amendments to AMA Bylaws? Please contact Cameron Plitt (cameron.plitt@albertadoctors.org).

Memorandum

Date:  June 28, 2022
To: Alberta Medical Association Members
From: Dr. Brock Debenham, Chair, Committee on Bylaws
Subject: Proposed changes

On behalf of the Committee on Bylaws, we respectfully submit the following proposed changes to the AMA Bylaws for approval by the membership at the Annual General Meeting. It is important to note that any bylaw amendments approved at the AGM become effective once registered by the Registrar at the corporate registries societies department.

Quorum at the AGM and special general meeting

  • The committee reviewed quorum requirements for the CMA and other divisions, which range from the proposed language to a specified number of 80 members, as well as the Section bylaw template, which has language similar to the proposed language.
  • The bylaws include a requirement to notify all members of an AGM and the business to be discussed at least 14 days in advance (21 days for any special resolution and 60 days for bylaw amendments).
  • Rather than specify an arbitrary number, the Committee felt the proposed language would provide reasonable protection against a totally unrepresentative action in the name of the body by an unduly small number of persons. 

Proposed wording

Present wording

10.12

At any AGM or special general meeting of 
the association, a quorum is those voting Members in good standing and present after the meeting has been duly constituted. 

10.12

At any AGM or special general meeting of the Association, twenty-seven (27) Members present shall constitute a quorum. 

Special Resolutions

  • Approval of a special resolution (including bylaw amendments) requires approval by “at least seventy-five (75%) percent of those Members present and entitled to vote.”
  • The challenge, particularly at a virtual meeting, is that for various reasons not all members “entitled to vote” actually cast a vote (e.g., logged into the virtual meeting but not actively participating, join the meeting but don’t download the voting app, etc.), and it would be possible that a vote could fail because Members eligible to vote are “present” but do not cast a vote.
  • This almost occurred at the 2021 AGM. The proposed bylaw amendments were almost unanimously approved by those that cast a vote, however, there were close to 25% of the Members at the virtual AGM who did not cast a vote and we therefore only narrowly met the 75% threshold.
  • The proposed wording aligns with the language recommended in the Alberta government bylaw guidelines, which specifically bring attention to this matter for societies drafting bylaws.

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.  

Indemnity

  • It is the intent to indemnify Members, who perform or were part of work performed on behalf of the AMA, who are acting prudently and in good faith. A recent review of our current indemnity clause found that Section officers (which includes all Section executive members) are not listed in the indemnity article.
  • To remove uncertainty, it is suggested that Section officers be added to the list of indemnified parties.
  • This proposed change codifies our current interpretation, and it should be noted that our current Directors and Officers’ insurance coverage already extends to Section officers.    

Proposed wording

Present wording

18.16

The Association hereby indemnifies and saves each and every present and former Director, Officer, Section officer, Official and Delegate together with any Member who sits or who has sat on any Association committee at the request of the 
Association (each an "Indemnified Party" and collectively, the "Indemnified Parties") and each of their respective heirs and legal representatives, harmless from and against all amounts, losses, costs, charges, damages, expenses and misfortunes of whatsoever nature or kind that become payable, including an amount paid to settle an action or satisfy a judgment, and including legal costs (on a solicitor and his own client basis) that are reasonably incurred by an Indemnified Party in respect of any civil, criminal or administrative action or proceeding to which the Indemnified Party is made a party by reason of or arising out of or in any way incidental to the Indemnified Party holding or having held such position with the Association, PROVIDED THAT the Indemnified Party:

(i)    acted honestly and in good faith with a view to the best interests of the Association;  
(ii)    acted with the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances; and
(iii)    in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the Indemnified Party          had reasonable grounds for believing their conduct was lawful. 

18.16

The Association hereby indemnifies and saves each and every present and former Director, Officer, Official and Delegate together with any Member who sits or who has sat on any Association committee at the request of the Association (each an "Indemnified Party" and collectively, the "Indemnified Parties") and each of their respective heirs and legal representatives, harmless from and against all amounts, losses, costs, charges, damages, expenses and misfortunes of whatsoever nature or kind that become payable, including an amount paid to settle an action or satisfy a judgment, and including legal costs (on a solicitor and his own client basis) that are reasonably incurred by an Indemnified Party in respect of any civil, criminal or administrative action or proceeding to which the Indemnified Party is made a party by reason of or arising out of or in any way incidental to the Indemnified Party holding or having held such position with the Association, PROVIDED THAT the Indemnified Party:

(i)    acted honestly and in good faith with a view to the best interests of the Association;
(ii)    acted with the care, diligence and skill that a reasonably prudent person would exercise          in comparable circumstances; and  
(iii)    in the case of a criminal or administrative action or proceeding that is enforced by a                 monetary penalty, the Indemnified Party had reasonable grounds for believing their                   conduct was lawful.

Editorial Amendments

One editorial amendment was made in article 12.13 to correct a sub bullet presentation error.

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