Our Board of Directors is continually adopting leading-practice governance methods for our association to best serve our members. On August 8, 2018, the Board moved its operations under the Canada Not-for-Profit Corporations Act (CNCA), which modernizes and strengthens a number of governance functions.
OCA General Bylaws
An organization’s bylaws set out how it is structured and the rules by which it operates. In a membership organization, such as the OCA, they can only be amended by the membership. General Bylaw No. 1, as enacted by the board of directors, was confirmed as the Bylaw of the Association relating generally to the activities of the Association at the December 8, 2018 Annual General and Special Meeting of Members.
A bylaw relating generally to the conduct
of the affairs of
Ontario Chiropractic Association
This Bylaw sets out rules and procedures to be followed by the Corporation in the governance of its affairs. The Bylaw is intended to apply to the most common corporate events. Certain provisions of the Canada Not-for-profit Corporations Act and the regulations made under it (the “Act”) have been incorporated where applicable. However, this Bylaw is not a complete restatement of the provisions of the Act nor any other laws applicable to the Corporation. Many provisions of the Act have not been incorporated in this Bylaw. In the event of an event which is not addressed or partially addressed in this Bylaw, reference to the Act and other laws applicable to the Corporation should be made, to ensure that all relevant legal requirements are being complied with.
BE IT ENACTED as a bylaw of the Corporation as follows:
In this by-law and all other by-laws of the Corporation, unless the context otherwise requires:
“Act” means the Canada Not-for-profit Corporations Act S.C. 2009, c. 23 including the Regulations made pursuant to the Act, and any statute or regulations that may be substituted, as amended from time to time;
“AGM” means an annual general meeting of members of the Corporation;
“articles” means the original or restated articles of incorporation or articles of amendment, amalgamation, continuance, reorganization, arrangement or revival of the Corporation;
“board” means the board of directors of the Corporation and “director” means a member of the board;
“by-law” means this by-law and any other by-law of the Corporation as amended and which are, from time to time, in force and effect;
“meeting of members” includes an AGM or a special meeting of members; “special meeting of members” includes a special meeting of all members entitled to vote at an AGM;
“ordinary resolution” means a resolution passed by a majority of not less than 50 per cent plus one of the votes cast on that resolution;
“proposal” means a proposal submitted by a member of the Corporation that meets the requirements of section 163 (Member Proposals) of the Act;
“Regulations” means the regulations made under the Act, as amended, restated or in effect from time to time;
“Section” means a section of this by-law; and
“special resolution” means a resolution passed by a majority of not less than two-thirds of the votes cast on that resolution.
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 signing officer may certify a copy of any instrument, resolution, by-law or other document of the Corporation to be a true copy thereof.
The financial year end of the Corporation shall be determined by the board of directors.
- borrow money on the credit of the Corporation;
- issue, reissue, sell, or pledge debt obligations of the Corporation;
- give a guarantee on behalf; and
- mortgage, pledge or otherwise create a security interest in all or any property of the Corporation, owned or subsequently acquired, to secure any debt obligation of the Corporation.
The Corporation may, instead of sending copies of the annual financial statements and other documents referred to in subsection 172(1) (Annual Financial Statements) of the Act to the members, give notice to its members stating that the annual financial statements and documents provided in subsection 172(1) of the Act are available at the registered office of the Corporation and any member may, on request, obtain a copy free of charge at the registered office or by prepaid mail.
Subject to the articles, there shall be one class of members in the Corporation. Every member of the Corporation must be an individual who: (a) is a member in good standing of the College of Chiropractors of Ontario, in any class; and (b) who is a member in good standing of the Canadian Chiropractic Association; and (c) complies with all relevant provisions of the articles and by-laws; (d) who has applied for and been accepted into membership in the Corporation. Applications for membership shall be approved by the CEO of the Corporation (or his designee) and thereafter ratified by the board, or in such other manner as may be determined by the board. Each member shall be entitled to receive notice of, attend and vote at all meetings of the members of the Corporation.
Memberships are held by an individual and may not be transferred.
Notice of the time and place of a meeting of members shall be given to each member entitled to vote at the meeting by one of the following means: 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 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.
- Subject to paragraph (b) below, the notice of a members’ meeting need not state the business to be transacted at the meeting nor state the text of any resolution to be submitted at the meeting.
- The notice of a meeting at which special business is to be transacted shall (i) state the nature of that business in sufficient detail to permit a member to form a reasoned judgement on the business, and (ii) state the text of any special resolution to be submitted at the meeting.
- Special business is (i) all business transacted at an AGM, except consideration of the financial statements, Auditor’s report, election of directors and re-appointment of the incumbent Auditor, and (ii) all business transacted at a special meeting of members.
The board of directors shall call a special meeting of members in accordance with section 167 of the Act, on written requisition of members carrying not less than five per cent of the voting rights. If the directors do not call a meeting within 21 days of receiving the requisition, any member who signed the requisition may call the meeting.
- 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.
Pursuant to subsection 171(1) of the Act, every member entitled to vote at a meeting of members may appoint in writing a proxyholder, and one or more alternate proxyholders, who are not required to be members, to attend and act at the meeting in the manner and to the extent authorized by the proxy and with the authority conferred by it subject to the following requirements:
- a proxy is valid only at the meeting in respect of which it is given or at a continuation of the meeting after an adjournment;
- a member may revoke a proxy by depositing an instrument in writing executed by the member in accordance with the Act;
- a proxyholder or an alternate proxyholder has the same rights as the member by whom they were appointed, including the right to speak at a meeting of members in respect of any matter, to vote by way of ballot at the meeting, to demand a ballot at the meeting and, except where a proxy holder or alternate proxyholder has conflicting instructions from more than one member, to vote at the meeting by way of a show of hands;
- a proxy shall be in writing and shall be executed by the member or such member’s attorney;
- any form of proxy which is created by a person other than the member by or for whom it is executed shall conform to the requirements set out in the Act or its Regulations; and
- votes by proxy shall be collected, counted and reported in such manner as the chair of the meeting directs.
The directors may require members to pay annual membership dues, and may determine the manner in which they are to be paid. The directors may also require members to make an additional monetary contribution for a purpose identified by the directors, and may determine the amount of such contribution and the manner in which it is to be paid. Members shall be notified in writing of the membership dues and/or additional contribution at any time payable by them and, if such dues and/or contribution are not paid within three consecutive calendar month(s) of the membership renewal date, or such other date set by the board, the members in default shall automatically cease to be members of the Corporation.
- the member dies;
- the member resigns by delivering a written resignation to the chair of the board, in which case such resignation shall be effective on the date specified in the resignation, or the date on which such resignation is received by the Corporation if no date is specified;
- the member is expelled in accordance with Section 16 of this by-law;
- the member ceases to be a member in good standing of the College of Chiropractors of Ontario, or ceases to be a member in good standing of the Canadian Chiropractic Association;
- the member fails to pay dues or required contribution amounts in accordance with Section 13 of this by-law;
- the member’s membership is otherwise terminated in accordance with the articles or by-laws of the Corporation; or
- the Corporation is liquidated and dissolved under the Act.
Subject to the articles, upon any termination of membership, all rights of the member, including without limitation any rights in the property of the Corporation, automatically cease to exist.
- The board may expel any member from the Corporation for any one or more of the following grounds:
- violating any provision of the articles, by-laws, or written policies of the Corporation;
- carrying out any conduct which may be detrimental to the Corporation as determined by the board in its sole discretion;
- for any other reason that the board in its sole and absolute discretion considers to be reasonable, having regard to the purpose of the Corporation.
- In the event that the board determines that a member should be expelled from membership in the Corporation, the chair, or such other officer as may be designated by the board, shall provide ten days’ notice of expulsion to the member and shall provide reasons for the expulsion. The member may make written submissions to the chair, or such other officer as may be designated by the board, in response to the notice, which written submissions must be received by the Corporation before the end of the ten-day period. In the event that no written submissions are received by the chair, the member shall be expelled from membership in the Corporation, as set out in the original notice to the member. If written submissions are received in accordance with this Section, the board will consider such submissions, and determine whether the original decision to expel the member should stand or be varied, and will give notice to the member concerning such determination within a further 20 days from the date of receipt of the submissions. The board’s decision shall be final and binding on the member, without any further right of appeal, and shall be effective as of the date on which notice is given to the member.
Meetings of the members may be held at any place within Ontario determined by the board.
The only persons entitled to be present at a meeting of members shall be those entitled to vote at the meeting, the directors 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 resolution of the members.
A quorum at any meeting of the members shall be 35 of the members entitled to vote at the meeting, present in person or represented by proxy. 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.
At any meeting of members every question shall, unless otherwise provided by the articles or by-laws or by the Act, be determined by a majority of the votes cast on the questions. In case of an equality of votes either on a show of hands or on a ballot or on the results of electronic voting, the Chair of the meeting shall not have a second casting or deciding vote (for greater clarity, the Chair, if a member of the Corporation, shall have and may exercise the vote to which he or she is entitled as a member).
If the Corporation chooses to make available a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during a meeting of members, any person entitled to attend such meeting may participate in the meeting by means of such telephonic, electronic or other communication facility in the manner provided by the Act. A person participating in a meeting by such means is deemed to be present at the meeting. Notwithstanding any other provision of this by-law, any person participating in a meeting of members pursuant to this Section who is entitled to vote at that meeting may vote, in accordance with the Act, by means of any telephonic, electronic or other communication facility that the Corporation has made available for that purpose.
If the directors or members of the Corporation call a meeting of members pursuant to the Act, those directors or members, as the case may be, may determine that the meeting shall be held, in accordance with the Act and the 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.
The board shall consist of the number of directors specified in the articles. If the articles provide for a minimum and maximum number of directors, the board shall be comprised of the fixed number of directors as determined from time to time by the members by ordinary resolution or, if the ordinary resolution empowers the directors to determine the number, by resolution of the board. In the case of a soliciting corporation, as that term is defined in the Act, the minimum number of directors may not be fewer than three, at least two of whom are not officers or employees of the Corporation or its affiliates.
Each director shall be an individual who is not less than 18 years of age, and who is a member in good standing of the Corporation (except for additional directors appointed pursuant to Section 25(b) of this by-law, who are not required to be members). No person who has been found by a court in Canada or elsewhere to be mentally incompetent, who has the status of a bankrupt, or who is an “ineligible individual” as defined in the Income Tax Act shall be a director.
- Directors shall be nominated as set out in this Section, and elected by the members of the Corporation at the AGM.
- The number of directors to be elected following nomination by the members (each such position a “Member Nominee”) shall be equal to the number of directors whose terms are ending on the day of the AGM, except that when an incumbent director’s term ends if that director is the Vice-chair (having served one year or two years of a two year term of office), or the Chair (having served one year of a two year term of office), such person may be nominated by the board for election as a director, and the number of Member Nominees shall be reduced by one.
- Not fewer than 60 days prior to the AGM, or as determined by the board, the Corporation shall issue a call for director candidates to the members, and invite members who desire to stand for nomination to submit a candidate package. Each candidate package must be supported by the signatures of ten members in good standing, none of whom may be a candidate him- or her-self, or have signed any other candidate package in that year. The form and content of the candidate package shall be determined by the board. Candidate packages will be accepted until 30 days prior to the AGM, or as otherwise determined by the board (the period between the call for director candidates and the deadline for submission of candidate packages the “Candidate Period”). The CEO, or such other person as the board shall designate, shall determine in his sole discretion whether candidate packages contain all required information.
- Following the closing of the Candidate Period, the Corporation will distribute a paper or electronic ballot to each member, on which will appear the name of each candidate who submitted a complete and approved candidate package. Members will vote for the number of candidates equal to the number of Member Nominees for the forthcoming AGM. Any ballot which contains a number of votes for candidates which is less or more than the exact number of Member Nominee vacancies will be rejected.
- Voting will remain open until 14 days prior to the AGM, following which the Corporation will tabulate the ballots received and rank the candidates in order from the candidate receiving the most votes to the candidate receiving the fewest votes. Beginning with the candidate receiving the most votes, the highest-ranked eligible candidates will be selected as Member Nominees until nominees for all open Member Nominee directorships are identified. To be eligible for election as a director of the Corporation a candidate must confirm in writing to the Secretary of the Corporation before the AGM at which the election will take place that the candidate is not an “ineligible individual” within the meaning of the Income Tax Act (Canada), that the candidate meets the requirements of Section 24 of this by-law, and that the candidate will, if elected, comply with all the By-laws of the Corporation and all applicable policies and guidelines of the Corporation.
- The slate of director nominees (comprising the Member Nominees and any board nominees pursuant to Section 25(b) of this by-law) will be elected by ordinary resolution of the members at the AGM. No nominations for director positions will be accepted other than as set out in this Section.
- If the slate of director nominees is rejected by the members at the AGM, each nominee on the slate will be placed before the members individually for election. Any unfilled director positions will be filled in accordance with the Act, the articles, and the by-laws.
- Directors shall be elected at each AGM. Directors shall serve until the end of the third AGM following their election, such that each year, the members at the AGM will elect one-third of the complement of directors (or such whole number of directors greater or less than one-third to allow the whole of the board to face election within any given three-year period.) Directors may serve no more than three consecutive terms, with the exception of a director nominated by the board pursuant to Section 25(b) of this by-law, who may serve more than three consecutive terms if all terms after the third are the result of such nomination by the board.
- Provided that at least three directors were elected at the previous AGM, and subject to the articles, the directors may appoint one additional director, who is not required to be a member of the Corporation. Such an appointed director shall hold term until the end of the next AGM and may not hold any offices in the Corporation.
A director ceases to be a director when the director dies, resigns, is removed as a director by the members in accordance with this by-law, or it is determined, in the sole discretion of the board, that the director no longer fulfills all of the qualifications to be a director established by the Corporation. 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 individual as an officer or committee member if the board deems it appropriate in the circumstances.
A resignation of a director becomes effective at the time a written resignation is received by the Corporation or at the time specified in the resignation, whichever is later.
The members may, by ordinary resolution, passed at a special 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. For greater clarity, the removal of a director is special business within the meaning of Section 9 of this by-law. In the event that a special meeting of members is called to remove a director, the director may submit a written statement giving reasons for opposing his or her removal as a director, which written submissions must be received by the Corporation no less than seven days before the date of the meeting. If written submissions are received by the Corporation in accordance with this Section, the Corporation shall provide a copy of such submissions to the members as soon as possible after receipt, and the members shall consider such submissions in their deliberations at the special meeting. The decision of the members with respect to the removal of the director, as expressed by ordinary resolution passed at the special meeting, shall be final and binding on the director and the Corporation, without any further right of appeal.
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, then 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.
Meetings of the board may be called by the chair of the board, the vice-chair of the board or any two directors at any time.
Notice of the time and place for the holding of a meeting of the board shall be given to every director of the Corporation not less than five days 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. 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) (Limits on Authority) of the Act that is to be dealt with at the meeting.
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 shall not have a second casting or deciding vote (for greater clarity, the chair of a meeting of the board, if a director, shall have and may exercise the vote to which he or she is entitled as a director of the corporation).
The board may appoint: (a) a Finance Committee which shall have such duties and powers which the board may specify and be composed of not less than three directors, a majority of whom are not officers or employees of the Corporation, and including the Treasurer who shall chair the committee; (b) a Governance Committee which shall have such duties and powers as the board may specify and be composed of not less than three directors, a majority of whom are not officers or employees of the Corporation, and including the Vice-Chair who shall chair the Committee; and/or (c) any other committee or advisory body which the board deems necessary or appropriate for such purposes and, subject to the Act, with such powers as the board shall see fit.
The board may by resolution appoint a Chief Executive Officer (“CEO”) of the Corporation, who need not be a member or director, to perform such duties, on such terms and conditions and with such compensation, as may be agreed to with the CEO. Such agreement shall be in writing. The term of such employment or of any extension of such employment from time to time shall be determined by the board. The agreement may provide for the delegation of any of the powers or duties of any officer of the Corporation to the CEO. When a CEO has been employed, the CEO may be designated as or may be delegated by the board to perform the duties of the secretary of the Corporation. During the term of the CEO’s employment, the CEO shall be an officer of the Corporation, irrespective of whether or not the CEO is a member or director.
- Chair of the board – The chair of the board (“Chair”) shall be an elected director and member of the Corporation, and shall have such duties and powers as the board may specify. The term of office of the Chair shall be two years, or as otherwise determined by the board.
- Vice-chair of the board – The vice-chair of the board (“Vice-chair”) shall be an elected director and member of the Corporation, have such duties and powers as the board may specify and, if the Chair is absent or is unable or refuses to act, shall assume the duties of the Chair. The term of office of the Vice-chair shall be two years, or as otherwise determined by the board.
- Treasurer – The treasurer (“Treasurer”) shall be an elected director and member of the Corporation and have such powers and duties as the board may specify. The term of office of the Treasurer shall be two years, or as otherwise determined by the board.
- The board may appoint additional officers of the Corporation. The powers and duties of all other officers of the Corporation shall be such as the terms of their engagement call for or the board or Chair requires of them.
Every other year, after the expiry of the term of office of the previous Treasurer, Vice-chair, and Chair, as soon as practical following the AGM, the elected directors shall appoint an elected director to the office of Treasurer, an elected director to the office of Vice-chair (who shall be the person whose term as Treasurer has just ended, or such other person determined by the board), and an elected director to the office of Chair (who shall be the person whose term as Vice-chair has just ended, or such other person determined by the board), each such appointment to be until the end of the second AGM following the appointment, unless an officer ceases to hold office for any reason described in Section 40 of this by-law.
The board may from time to time and subject to the Act, vary, add to or limit the powers and duties of any officer.
Subject to the other provisions of this Section and this by-law, the term of office of the Treasurer, Vice-chair and Chair shall be two years. The term of office of any other officers shall be determined by the board.
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:
- the officer’s successor being appointed;
- the officer’s resignation;
- such officer ceasing to be a director; or
- such officer’s death or incapacity (as determined by the board).
If the office of any officer of the Corporation shall be or become vacant, the directors may, by resolution, appoint a person to fill such vacancy. The term of office of a person so appointed shall be until the next AGM.
- he acted honestly and in good faith with a view to the best interests of the Corporation; and
- in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he had reasonable grounds for believing that his conduct was lawful.
- in the individual’s capacity as a director or officer of the Corporation; or
- in the individual’s capacity as a director or officer, or similar capacity, of another entity, if the individual acts or acted in that capacity at the Corporation’s request.
The board may adopt, amend, or repeal by resolution such operating policies that are not inconsistent with the articles or 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.
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.
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-laws 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.
- Subject to the articles and subject to Section 47(b) below, the board of directors 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 ordinary resolution. If the by-law, amendment or repeal is confirmed or 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.
- Notwithstanding the above, any addition, change or deletion to a by-law that requires a special resolution of the members in accordance with subsection 197(1) (fundamental change) of the Act shall only be effective after such amendment is confirmed by a special resolution of the members.
These policies and guidelines (which are referred to as guidelines) are intended to provide guidance to the members, directors, officers and senior employees of the Ontario Chiropractic Association (the “Association”) with respect to situations, relationships and arrangements that might give rise to breaches of duty involving confidentiality relating to ownership or use of information or other property of the Association.
The guidelines apply to officers and senior employees as well as to directors, as the context permits or requires. In carrying out his or her responsibilities as a director, each member of the board has at common law a fiduciary duty, involving confidence and trust, to act in the best interests of the Association. Directors, officers and senior employees are required not to divulge any confidential information obtained in the course of their engagement with the Association.
This obligation survives the termination of the engagement for whatever reason, and lasts indefinitely. Details of the duty of confidentiality appear in the guidelines below. Where an individual is uncertain about whether confidentiality is an issue with respect to any information or its use, he or she should assume confidentiality applies.
- “confidential information” refers to all information of a confidential or secret nature which is or may be either applicable to, or related in any way to the business and activities of the Association, but confidential information does not include non-proprietary information.
- “non-proprietary information” refers to:
- information which is within the public domain at the date of its disclosure to the director, officer, or employee, as the case may be (the “Recipient”) or which thereafter enters the public domain through no fault of the Recipient (but only after it becomes part of the public domain);
- information which is already known to the Recipient at the time of its disclosure to the Recipient by the disclosing party and is not subject to confidential restrictions;
- information which, following its disclosure by the disclosing party to the Recipient, is received by the Recipient without obligation of confidence from a third party who the recipient had no reason to believe was not lawfully in possession of such information free of any obligation of confidence. provided that any combination of the information which comprises part of the confidential information will not be deemed to be non-proprietary information merely because individual parts of that information were within the public domain, in the prior possession of the Recipient, or were so received by the Recipient unless the combination itself was in the public domain, in the prior possession of the Recipient, or was so received by the Recipient.
- not use any of the confidential information except as necessary for use for the purposes of and in the interests of the Association, and
- take all reasonable steps to hold all confidential information in the strictest confidence after receipt.
- physical security of areas where access may be gained to confidential information;
- security measures for electronic storage and transmission of data including or derived from confidential information;
- controls on access to any computer facility and tape or disk library where any confidential information may be kept;
- visitor control;
- controls over photocopying confidential information; and
- document and computer network control systems which limit access to the confidential information to employees and agents who have a need to have such access and which provides for a secure method of destruction of sensitive data.
These guidelines are intended to provide a means by which the conduct of directors, officers and senior employees of the Association can be assessed and judged, to ensure that it is in the best interests of the Association at all times.
A director, officer or senior employee shall not, without written consent from the Association, disclose or use any information gained during the course of any engagement by the Association for any personal gain. Where an individual has gained proprietary information owned by or concerning the Association or any of its affairs, that information shall not be disclosed by or used by that individual for pecuniary gain or in any manner that may be to the detriment of the Association or its members.
A member who intends to be elected as a director of the Association shall, when nominated, and before being included on a slate of nominees presented to the members for a vote, sign an agreement, in a form to be adopted by the Association and approved by the board of directors, confirming his or her willingness, if elected, to abide at all times with the policies of the Association, including policies governing confidentiality of information.
An incumbent director who stands for a re-election shall sign a new agreement. A director, after being elected, shall have an ongoing duty at all times to abide by the policies and guidelines of the Association in force from time to time, including guidelines dealing with confidentiality of information.
You can download a copy of the OCA’s Confidentiality Policy here.
Conflict of Interest Policy
These policies and guidelines (which are referred to as guidelines) are intended to provide guidance to the members, directors, officers and senior employees of the Ontario Chiropractic Association (the “Association”) with respect to situations, relationships and arrangements that might give rise to or appear to give rise to conflicts of interest that are not in the best interests of the Association or its members. The guidelines apply to officers and senior employees as well as to directors, as the context permits or requires.
In carrying out his or her responsibilities as a director, each member of the board has at common law a fiduciary duty, involving confidence and trust, to act in the best interests of the Association. The scope and nature of this fiduciary duty has evolved at common law over time and has been codified to some extent in various statutes which are applicable to “business” corporations. However, the Corporations Act of Ontario (the “CA”), to which the Association is subject, and under which it was formed, does not itself contain such a codification of the common law principles. In light of the extent to which various principles have now been adopted in Ontario legislation relating to corporations and through jurisprudence, these guidelines proceed on the basis that certain standards should be applied to the Association and its directors, officers and staff. The guidelines are aimed at identifying and addressing situations in which there may be actual or perceived conflicts of interest.
These guidelines are intended to provide a means by which the conduct of directors, officers and senior employees of the Association can be assessed and judged, to ensure that it is in the best interests of the Association at all times.
In these guidelines, certain terms are defined. These include the following:
“Conflict of interest” includes, without limitation, the following situations that may give rise to a conflict of interest or an appearance of a conflict of interest on the part of a director, officer or employee of the Association, namely:
- Pecuniary or Financial Interest
A person will be considered to have a pecuniary or financial interest in a decision when the person (and/or any “associate” of the person) stands to gain by that decision, either in the form of money, gifts, favours, gratuities or other special consideration, whether directly or indirectly. For this purpose, a person will be considered to stand to gain by avoiding a detriment;
- Undue Influence
A director’s participation or influence in a decision of the board will involve undue influence if it selectively and disproportionately benefits particular agencies, companies, organizations, municipal or professional groups or patients, or any particular demographic, geographic, political, socio-economic or cultural group in a manner that is inconsistent with the overall objectives of the Association, since to do so would constitute a violation of the responsibility of the director to the Association and to the community it serves at large. For greater certainty,
participating in or influencing a decision will not be undue influence merely because a director represents a constituency determined by gender, age,
geography or other factors if the director does not benefit personally in a manner that is contrary to these policies and guidelines;
- Adverse Interest
A person will be regarded as having an adverse interest with respect to the Association if he or she is a party to a claim, application or proceeding against the Association;
- Initial Determinations
Where a decision is required as to whether any contract, transaction, matter or decision involving the Association will or will not, with respect to a particular director, result in undue influence or any other form of conflict for purposes of these guidelines, the other directors, acting in good faith and in the best interests of the Association, shall make a preliminary determination as to whether such state of affairs exists or may exist. If they determine there is no undue influence or conflict, by a unanimous vote of those who are present, that decision shall govern. Otherwise, the matter shall be determined in accordance with these guidelines.
- Pecuniary or Financial Interest
For the foregoing purposes, an “associate” of a person is an individual who is a parent, child, sibling, spouse or common law partner of the person, and includes any organization, agency, company, corporation, trust, partnership, other business organization or any other individual, including a business partner, with a formal relationship to that person.
- Every director who either directly or through one of his or her associates, has or, acting reasonably, knows or should know that he or she may potentially have a conflict of interest with respect to a proposed or current contract, transaction, matter or decision involving the Association shall disclose the nature and extent of the conflict of interest at the first meeting of the board at which such disclosure may reasonably by made in the circumstances.
- The declaration of interest shall be disclosed at the meeting of the board of directors at which the contract, transaction, matter or decision is first raised, if the director is in attendance or at the next meeting, subject to the other provisions in these guidelines.
- If the director, or his or her associate, becomes interested in a contract, transaction, matter or decision after the first meeting at which the matter is raised at the board, the director shall make a declaration at the next meeting of the board after the director becomes aware or should have become aware that there is a conflict of interest.
- In the case of an existing contract, transaction, matter or decision, the declaration shall be made at the first meeting of the board of directors after the individual becomes a director or the conflict of interest can reasonably be identified as having come into existence.
- After making such a declaration, the director shall not vote or be present at the vote or during the discussions about, or otherwise attempt to influence the voting on a contract, transaction, matter or decision to which the conflict of interest relates, and the director shall not be counted in any required quorum with respect to the meeting at which the vote is taken.
- If a director has made a declaration of conflict of interest in compliance with these guidelines, the director shall not thereafter be accountable to the
Association for any profits that he or she may realize from the contract, transaction, matter or decision unless there is a separate cause of action available to the Association under a contract or on some other legal basis.
- If the director fails to make a declaration of his or her interest in a contract, transaction, matter or decision, as required by these guidelines, the failure may be considered to be grounds for termination of his or her position as a director and/or as an officer or employee of the Association, and if there is any other business relationship between the director and the Association, as grounds for termination of that relationship, at no cost to the Association.
- If a director, acting in good faith and with reasonable grounds, believes that any other director is in a conflict of interest position with respect to any contract, transaction, matter or decision, the director holding that belief may have his or her concern recorded in the minutes of a meeting of the directors and the director who is alleged to have a conflict of interest shall thereupon be entitled to address the board with respect to the alleged conflict of interest. Thereafter, at the request of the director who recorded the initial concern, the board shall vote on whether the director who is alleged to have a conflict of interest is, in the opinion of the board, in a conflict of interest for purposes of these guidelines, after the director who is alleged to have the conflict of interest has absented himself or herself from the discussions and from the room during such discussions. If the board concludes that the person alleged to have the conflict of interest does in fact have a conflict of interest, that director shall absent himself or herself during any subsequent discussions or votes relating to or pertaining to the conflict and all related matters. The question of whether a director has a conflict of interest shall be determined by a simple majority vote of the board and shall be final. In the event of a deadlock, the Director shall be determined to be in conflict.
- If the board finds that the director so alleged to have a conflict of interest does not have a conflict of interest, the board shall then be entitled to vote on the contract, transaction, matter or decision and the votes of each director, including the director who was alleged to be in the conflict of interest position, shall be recorded.
- Every declaration of a conflict of interest and the general nature thereof shall be recorded in the minutes of the board.
- Where the number of directors who, by reason of the provisions of these guidelines, have been found to be in a position of conflict and therefore are
prohibited from participating in a meeting is such that at the meeting a quorum of directors had been present prior to such finding but thereafter the remaining directors do not constitute a quorum (such quorum to a quorum of directors had been present prior to the finding but thereafter be determined in accordance with the by-laws of the Association, but subject to these guidelines) then notwithstanding any other provisions in the by-laws or in these guidelines, the remaining directors will be considered to constitute a quorum, as long as they are not fewer than three in number.
- Where in the circumstances outlined in these guidelines, the remaining directors who are not prohibited from participating in the meeting are fewer than three, a special meeting of the members shall be called and the members shall be invited to elect interim directors to act in the place of the directors whose participation is prohibited, on such basis as the members may determine. If this is not feasible or practical in the opinion of the Chair of the Association, the Chair may apply to the Ontario Superior Court of Justice on an ex parte basis for an order authorizing the board to consider, discuss and vote on the matter to which the alleged conflict of interest pertains.
- In any such application, the court may be requested to make an order, declaring that these guidelines do not apply in respect of the matter in relation to which the application is brought and that the board may therefore give consideration to, discuss and vote on the matter in the same manner as if none of the directors had any interest therein, subject only to such conditions and directions as the court may consider appropriate and may so order.
- Where a director has been found to be in a position of conflict in accordance with the procedures outlined in these guidelines, he or she shall be entitled to appeal.
Such an appeal shall be launched by notice in writing given by the director to the Chair of the Association not later than 5 days after the decision of the board finding that the director is in a position of conflict.
- Upon receipt of such notice, the Chair shall cause an ad hoc appeal panel to be struck. The appeal panel shall consist of former directors of the Association,
including past presidents of the Association where applicable, and shall be chaired by a past president of the Association chosen by the Chair of the
- The appeal shall be conducted by way of a new hearing, at which the director who is alleged to have been in a conflict and the director who has made the allegation shall be entitled to appear in person and present such evidence, whether orally or in writing, as they may choose. Any evidence to be presented in writing shall be submitted to the appeal panel not later than 5 days before the hearing of the appeal panel is convened. The Chair of the appeal panel shall give not less than 5 days notice, in writing, to the director alleged to have been in a conflict position and to the director making the allegation. The appeal panel shall adopt such rules as it deems appropriate in order to conduct the appeal, with fairness and openness being the prime objectives.
- Any notice shall be given in person or by facsimile or e-mail to the address shown in the records of the Association.
- The appeal panel shall consist of at least five members and need not consist of the same members for each appeal. A different appeal panel, constituted in accordance with these guidelines, may be struck for each appeal as required, but the chair shall always be a past president.
- The appeal panel shall have the option, but shall not be required, to interview all of the members of the board of directors who participated in the deliberations that resulted in a finding of conflict, and to make such other inquiries and obtain such information as it feels is appropriate in the circumstances, and shall make such information available to the two directors involved.
- There shall be no further appeal from a finding of the appeal panel. The appeal panel shall have exclusive jurisdiction to determine all questions of fact and law in respect of the matters before it, and its decision shall be final and binding on the parties. No decision, order, direction, declaration or ruling of the appeal panel shall be questioned, reviewed or appealed in any court, and no order shall be made or process entered, or proceedings taken in any court, whether by way of injunction, declaratory judgment, judicial review or in the nature of certiorari, mandamus, prohibition, or otherwise, to question, review, prohibit or restrain the appeal panel or any of its proceedings.
Notwithstanding any other provisions of these guidelines or the by-laws:
- A member who intends to be elected as a director of the Association shall, when nominated, and before being included on a slate of nominees presented to the members for a vote, declare to the Chair of the Governance and Nominating Committee in writing all actual or potential conflicts of interest that exist at that time and the Chair shall ensure that such conflicts or potential conflicts are made known to the Governance and Nominating Committee prior to the election and shall sign an agreement, in a form to be adopted by the Association and approved by the board of directors, confirming his or her willingness, if elected, to abide at all times with the policies of the Association, including policies governing conflicts of interest.
- A director, after being elected, shall have an ongoing duty at all times to declare conflicts of interest or potential conflicts of interest of a general nature, even if they do not relate to a specific contract, transaction, matter or decision that has come before the board.
- An incumbent director who stands for re-election shall sign a new agreement.
These guidelines apply to officers and senior employees of the Association, with appropriate changes as required, in the same manner as they apply to directors, taking into account the fact that officers and employees are not elected or appointed by the members and have or may have different fiduciary duties. These guidelines recognize that officers and employees owe a duty of loyalty to the Association and must not act contrary to its interests, and these guidelines shall apply as if the officer or senior employee were a director.
For purposes of these guidelines, it is recognized that a director, officer or senior employee of the Association shall not be entitled to obtain any personal benefit to the detriment of the Association or its members. Any person whose membership in another organization requiring allegiance to that organization that is paramount to or in conflict with the allegiance required by that person to the Association shall disclose such membership and may be regarded as in a position of conflict, except that a person whose membership in the other organization is demonstrably for the benefit of the Association will not necessarily be in a position of conflict. A person, whether a director, officer or employee, shall be in a conflict of interest if confidential information belonging to the Association is used to the detriment of the Association by that person or by any other person with the assistance of that person. Confidentiality of information is addressed in a separate set of guidelines.
Conflict of Interest
At common law, there are many circumstances in which a conflict of interest might arise. These
include the following:
- where a director exercises his or her powers in his or her own interest or for an improper or “collateral purpose”, such as a desire to benefit the director himself or herself, or to confer a benefit on a particular person or group of persons, rather than on the Association itself, whether in monetary terms or otherwise;
- where a director uses information gained from or through the Association to obtain a personal benefit, to the detriment of the Association, such as where there is a misappropriation of corporate property or opportunity;
- where a director has conflicting interests in his or her capacity as an employee of the Association;
- where a director has a personal or financial interest in an entity with which the Association is transacting business or may transact business or with which it is or may be in competition;
- where a director, officer or employee has a personal or financial interest in another entity or organization involved in the health care field, that person shall be regarded as in a conflict of interest. By way of example, a professional adviser or consultant providing services to the Association will be in a conflict of interest if services of the same nature are provided to a competing health care organization without written consent of the Association;
- where a director has a personal or financial interest in a contract to which the Association itself is a party and that is subject to review and a decision by the board of which the director is a member; or
- where the director has a relationship with another person, who may but need not be a member, and as a result is not impartial when representing the interests of the Association.
Unlike a corporation with shareholders, the Association has no share capital and has no shareholders. Rather, it has members. The duty of directors of the Association is not to the members. Although the common law is not clear on this point, these guidelines mandate that the ultimate duty of the directors is to the Association itself and its goals, as set out in the objects and other provisions in its letters patent and by-laws.
The letters patent of the Association provide that its objects are as follows:
- to buy, sell and deal in literature, books and printing and instruments relating to chiropractic or used by chiropractors;
- to do such acts as may be advisable for the advancement of the science of chiropractic and for the promotion and welfare of those engaged in its practice;
- to erect, maintain and equip buildings for the purposes of the Association and to buy, hold and sell such lands as are necessary for the carrying on of the business of the Association.
You can download a copy of the OCA’s Conflict of Interest Policy here.
Director and Officer Online Presence
This policy is intended to ensure that, as part of their online presence, OCA directors and officers are:
- aligned with the brand of the association;
- practicing within the CCO scope and standards of practice
This policy is intended to mitigate the risk that the OCA’s credibility will be called into question by the media, public or any other stakeholder due to gaps between how directors and officers may be conducting themselves online, and what the OCA stands for in representing the profession within Ontario.
All OCA directors and officers must conduct themselves in a manner that is in keeping with their role as a director or officer of the OCA in all online situations.
All current directors and officers, and all director and officer nominees, will have their personal and professional online presence audited on a periodic basis.
This audit applies to any publicly accessible social media accounts, online advertising, and online comments, social media posts, and other forms of online dialogue that are accessible to the public.
All reviews will be carried out by Staff under the direction of the CEO.
Each director or officer nominee will be provided with a copy of this policy at or prior to their nomination and asked to consent in writing to have his or her personal and professional online presence audited according to this policy. If a nominee does not provide that consent in a timely manner, the matter will be referred to the Board for discussion and decision about next steps.
Each director or officer nominee that has provided written consent will have his or her personal and professional online presence audited according to this policy. The initial audit will occur shortly after their nomination (or prior to their nomination, if reasonably possible). Further audits will occur periodically until such time as the nominee’s election or appointment, provided that an audit will occur just prior to their election or appointment.
The Chair of the Board will be apprised of the outcomes of the audits and will contact the nominee as soon as reasonably possible about any concerns – including to encourage the nominee to remove or address any materials that may jeopardize the credibility of the OCA ahead of the nominee’s election or appointment. The Governance and Nominating Committee (GNC) will also be apprised of this information.
If after being contacted about any concerns raised by an audit, the nominee refuses to address the concerns in a manner that is satisfactory to the Chair, the issue will be brought to the full Board for discussion and decision about next steps.
Director and Officer Procedure:
Each director and officer will have his or her personal and professional online presence audited according to this policy. The audits will occur at least once every 6 months.
The Chair of the Board and the Chair of GNC will be apprised of the outcomes of the audits. If GNC is of the view that the audit raises concerns, the Chair of GNC will contact the director or officer as soon as reasonably possible about those concerns – including to encourage the director or officer to remove or address any materials that may jeopardize the credibility of the OCA. If an audit raises concerns about the Chair of GNC, the Chair of the Board will be responsible for contacting the Chair of GNC.
If after being contacted about any concerns raised by an audit, the director or officer refuses to address the concerns in a manner that is satisfactory to the Chair of GNC or the Chair of the Board (based on whichever of them is contacting the director or officer in question), the issue will be brought to the full Board for discussion and decision about next steps.
You can download a copy of the OCA’s Director and Officer Online Presence Policy here.