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CONSTITUTION
OF THE PROFESSIONAL ASSOCIATION OF RESIDENTS OF NEWFOUNDLAND & LABRADOR (PARNL)

Adopted on 19 August 2015

Name

The name of the Association is the “Professional Association of Residents of Newfoundland & Labrador” and may be referred to as PAR-NL.

Office

The Association shall have an office from which the business of the Association shall be conducted, located in St. John’s, in the Province of Newfoundland & Labrador, or at such place as the Executive may from time to time determine. All members of PAR-NL shall be notified as to any changes in the location of the PAR-NL office.

Objectives

The objectives of the Association are:

3.1 To regulate relations between PAR-NL members and their employer(s) through Collective Bargaining;

3.2 To promote the improvement of all post-graduate education programs of the Faculty of Medicine of Memorial University and to maintain liaison with such bodies as affect the education and professional life of the Newfoundland & Labrador resident;

3.3 To affiliate with and maintain association with and support Resident Doctors of Canada.

3.4 To act as spokesperson for its members in presenting their options on matters of common concern to the Post Graduate Medical Education Committee, the Newfoundland & Labrador Medical Association, Vice Presidents Medical Services of the provincial health authorities in the Province of Newfoundland & Labrador, Hospital Administrations, and other relevant authorities;

3.5 To provide such other services as are considered necessary for the well-being of its members;

3.6 To do such other lawful things as are incidental or conducive to the attainment of the preceding objectives.

Membership

4.1 All persons holding the position known as resident or fellow in any Post Graduate program in the Faculty of Medicine at Memorial University.

4.2 Any member may resign from membership upon notice in writing to that effect addressed to the President of the Association.

In the event of resignation, that person shall remain liable for payment of all assessments or other sums levied which are payable by members to the Association, in the same manner as all such assessments are made upon members, such assessments to be made on the basis of employment rather than membership.

4.3 Where the immediate Past President does not qualify for membership under subsection 4.1, the immediate Past President shall remain a member of the Association ex officio for one year from the date upon which he or she ceased to be President of the Association. The Executive, may, in its discretion, waive payment of membership dues in such a case.

4.4 The Association may confer honorary membership on any person.

4.5 Upon admission to the Association each member agrees to pay membership dues by means of payroll deduction, commencing on the first pay period following admission to membership. The membership dues shall be based on a percentage of a members’ annual salary at the rate from time to time determined by the Executive and approved by the members in general meeting.

Upon the written petition of twenty percent (20%) of the membership of where otherwise determined to be necessary by the Executive, the Executive shall hold a referendum concerning the annual membership fee.

4.6. Each member agrees that a portion of his or her annual dues be forwarded to Resident Doctors of Canada and that such payment will be made by PAR-NL on the members’ behalf. The portion to be forwarded to Resident Doctors of Canada shall be such amount as determined from time to time by Resident Doctors of Canada and approved by the Executive.

Executive

5.1 The Executive shall consist of a President, Vice President, Secretary, Treasurer, RCPSC Representative, CFPC Representative, and Ex-Officio the immediate past President.

5.2 The Executive can, by a unanimous decision, increase the number of members of the Executive.

5.3 The Executive shall manage the business and affairs of the Association.

5.4. All members of the Executive shall be members of the Association. 5.5 Powers

The Executive may do all things necessary to properly administer the affairs of the Association and may make or cause to be made on behalf of the Association, in its name, any kind of contract into which the Association may lawfully enter. The Executive may exercise all such powers and do all such acts as the Association is authorized to exercise and do, and without in any manner limiting the generality of the foregoing, the Executive is empowered:

5.5.1 to invest funds of the Association as is determined to be beneficial to the Association and as approved by the PAR-NL Board;

5.5.2 to purchase or otherwise acquire property in the name of the Association and to sell or otherwise dispose of property in the name of the Association as is necessary for the day to day management of the Association;

5.5.3 to purchase or otherwise acquire property in the name of the Association and to sell or otherwise dispose of property in the name of the Association (excluding such purchases, acquisitions, sales and dispositions as are necessary for the day to day management of the Association and which are referred to in 5.5.2 hereof), as approved by the PAR-NL Board;

5.5.4 to raise or borrow money for the purposes of the Association from time to time as approved by PAR-NL. The Executive shall be empowered to sign or endorse, bills, notes, cheques, contracts, or securities for moneys borrowed for the purposes aforesaid.

5.5.5 to enter into Collective Agreements with the employer(s) of the Association members as approved by the members in general meeting;

5.6 President

The President shall preside at all meetings of the Executive and the PAR-NL Board and at all annual and special meetings of the Association.

5.7 Vice President

If the President shall be absent at any meeting of the Executive and the PAR-NL Board or at any annual meeting or special meeting of the Association, the Vice President shall preside at such meetings.

5.8 Secretary

The Secretary shall attend all meetings of the Executive, PAR-NL Board and the annual meetings and special meetings of the Association and shall record all facts and minutes of all proceedings. The Secretary shall give all notices required to be given to members and to the Executive and PAR-NL Board. The Secretary shall certify all resolutions of the Executive, PAR-NL Board and meetings of the Association. The Certificate of the Secretary stating that such document is a resolution, which has been adopted by the Executive, PAR- NL Board, or Association shall be deemed proof that such a resolution has been passed. The Secretary shall perform such other duties as may from time to time be determined by the Executive.

5.9 Treasurer

The Treasurer shall keep full and accurate accounts of all receipts and disbursements of the Association in proper books of account and shall cause to be deposited all monies in the name of and to the credit of the Association in such bank as may from time to time be designated by the Executive. The Treasurer shall disburse the funds of the Association as directed by the Executive. The Treasurer shall render an account of the affairs of the Association at the meetings of the Executive and at the annual meeting of the Association and whenever required by the Executive or a requisition by twenty percent (20%) of the members of the Association.

5.10 Royal College Representative

The Royal College Representative shall be elected to represent those members of the Association who are in specialty programs that fall under the jurisdiction of the Royal College of Physicians and Surgeons of Canada. This representative may be required to attend meetings on behalf of the PAR-NL Board at the Royal College level and shall perform such other duties as may from time to time be determined by the Executive.

5.11 Family Medicine Representative

The Family Medicine Representative shall be elected to represent those members of the Association who are in Family Medicine and fall under the jurisdiction of the College of Family Physicians of Canada. This representative may be required to attend meetings of the PAR-NL Board at the CFPC level and shall perform such other duties as may from time to time be determined by the Executive.

5.12 Past President

The Past President of the Association shall sit on the Executive as an ex-officio member and to preserve continuity within the Association. The Past President shall perform such other duties as may from time to time be determined by the Executive.

5.13 Meetings of Executive

The Executive shall meet once every month and at such other times as determined by the President. There shall be a quorum if fifty percent plus one (50% + 1) members of The Executive are in attendance at a meeting.

5.14 Members of the Executive shall serve without remuneration but shall be reimbursed reasonable expenses incurred by them in the performance of their duties.

5.15 All members of the Executive must be provided with reasonable notice of the time and place of all Executive meetings.

5.16 The Executive may appoint a day in any month for its regular meetings, at an hour named, and of such regular meetings no notice need be given.

5.17 The Executive may consider any business at any meeting of the Executive.

5.18 Questions arising at any meeting of the Executive shall be decided by a majority of votes. The President shall have the casting vote.

PAR-NL Board

6.1 There shall be a Board to be known as the PAR-NL Board which shall consist of the Executive and representatives from each Residency Training Program, each Fellowship Program, the Post Graduate Medical Education Committee, Faculty Council, Newfoundland and Labrador Medical Association, Resident Doctors of Canada, Occupational Health and Safety, the Medical Student Society, and such representatives as determined from time to time by the Executive. The PAR-NL Board shall meet at least once every two months but the Executive may convene meetings of the PAR-NL Board when it deems it necessary to consult with the Board on matters relating to the business and affairs of PAR-NL. There shall be quorum for a meeting of the PAR-NL Board when fifty percent plus one (50% + 1) Board members are present.

6.2 The Executive may appoint a day every two (2) months for regular meetings at an hour named and of such regular meetings no notice need to be given.

6.3 The PAR-NL Board may consider any business at any meeting of the PAR-NL Board.

6.4 Questions arising at any meeting of the PAR-NL Board shall be decided by a majority of votes. The President shall have the casting vote.

Meetings

7.1 There shall be an annual general meeting of PAR-NL which shall take place at a time during the first week in August of each year at such a place as may be designated by the Executive.

7.2 Further meetings, to be known as special meetings, shall be held at the discretion of the Executive or upon the written requisition of at least twenty percent (20%) of the Association. Such requisition must be deposited at the office of PAR-NL. The Executive shall thereupon cause such a meeting to be called within fourteen (14) days of receipt of the requisition specifying by notice to all members the time and place of the special meeting and the nature of the business to be transacted thereat.

7.3 There shall be a quorum for a meeting of PAR-NL when twenty percent (20%) of the members are present.

7.4 Notice of the date of the annual meeting and of all special meetings of the Association shall be forwarded electronically via e-mail to all members at least one (1) week before the date of such a meeting.

7.5 Voting for all Association matters at general or special meetings shall be by show of hands in the first instance unless a poll be demanded by any member The President shall not vote unless there is an equality of votes in which case they shall have the casting vote. Members shall be permitted to vote by proxy. All proxies shall be a sufficient written appointment which must be deposited with the Secretary before voting. Each member shall have one vote.

7.6 Members shall be able to attend all meetings of the Association by teleconference or video conference. Voting for those attending the meeting by one of these means shall be determined by the Executive prior to these meetings.

7.7 At every annual meeting, in addition to any other business that may be transacted, there shall be included the following:

7.7.1 Report of The Executive;
7.7.2 Treasurer’s Report;
7.7.3 Appointment of auditors for the ensuing year.

The members may consider and transact any business, either special or general, without any notice thereof at any meeting of the members.

7.8 Any meeting of the Association may be adjourned to any time and from time to time at the determination of the Executive.

7.9 Every question submitted to any meeting of the members shall be decided by a majority of the votes cast at such meetings. The President shall have the casting vote.

Elections

8.1 The President shall, at least two weeks before the annual meeting of the Association provide notice to the members that the Executive Director or the Association shall accept nominations for the candidates for the Executive and PAR-NL Board. In addition, nominations may be made from the floor by members at the annual meeting.

8.2 Voting for candidates for the Executive and PAR-NL Board shall be by way of secret ballot and shall take place at the time of the annual meeting. The Executive Director of the Association shall be responsible for collecting all ballots and informing the annual meeting of the results.

8.3 Members shall be able to vote if attending the meeting via teleconference or videoconference by a manner that shall be determined by the Executive prior to the meeting.

8.4 Nominations for the position of President and Resident Doctors of Canada Board Member shall be called no later than the 15th day of May in order to allow the incoming President (or their designate) and Resident Doctors of Canada Board Member to take their places on the Board of Resident Doctors of Canada at the Annual General Meeting.

8.4.1 Voting shall take place on the first Monday of the first week of June and shall be open to all current members of the Association.

8.4.2 Voting shall be conducted electronically and overseen by the Executive Director of the Association. The results shall be verified by The Executive of the PAR-NL Board and distributed to the members.

Referendum

9.1 The Executive may conduct a referendum vote on any matters directly or indirectly affecting the Association or its members.

9.2 The Executive shall submit the referendum proposition by electronic ballot to all members of the Association.

9.3 When such referendum vote is taken, a majority of the ballots case will be required to decide the referendum proposition.

9.4 The ballots shall be cast at such time(s) and at place(s) and in such manner as determined by the Executive.

Committee, Employees, Advisors

10.1 The Executive shall have the authority to establish committees to better fulfill the objectives of the Association as described in the constitution. The Executive shall have the authority to appoint any member of the Association to serve on any committee.

10.2 All members of the Executive shall act ex-officio as members of all committees.

10.3 The Executive may employ or retain such individuals, agencies, or firms outside the PAR-NL membership in order to better fulfill the objectives of the Association as described in the constitution and shall remunerate such individuals, agencies, or firms for services rendered to the Association.

Audits and Financial Statements

11.1. There shall be an annual audit of PAR-NL carried out by the Association’s auditors;

11.2 The membership shall be presented with PAR-NL financial statement at each annual meeting.

Bank and Fiscal Year

12.1 The fiscal year of the Association shall end on June 30th of each year or as otherwise determined by the Executive.

12.2 The Executive shall designate the bank(s) to be used by the Association.

12.3 All monies, cheques, and drafts of the Association shall be deposited promptly after receipt of same, duly endorsed for deposit to the credit of the Association by the President, Vice-President, or Treasurer.

12.4 All cheques drawn on the Association account shall be signed by the President, Vice- President, or Treasurer.

Inspection of Books and Records

The books and records of the Association may be inspected at the office of the Association by any member at such time as may be arranged by appointment with the Executive Director of the Association.

Removal of Executive or PAR-NL Board

The members of the Association, by resolution passed by at least two-thirds majority of votes cast at a special meeting requested by twenty percent (20%) of the members of the Association, at which notice specifying the intention to pass such resolution has been given, may remove any member of the Executive or PAR-NL Board before the expiration of his or her term of office. The members, by a majority of the votes cast at that meeting, may elect any person in their stead for the remainder of the term.

Vacancies

Any vacancy in the position of a member of the Executive or PAR-NL Board shall be filled by the Executive for the balance of the member’s term, in such manner as the Executive deem appropriate.

Amendment of Constitution

16.1 The constitution shall be adopted by a two-thirds majority of members at a meeting duly convened.

16.2 Amendments to the constitution shall be made by way of motion at the annual or special meetings of the Association and shall require a two-thirds majority of members in attendance at a meeting duly convened.

Winding Up

17.1 In the event of the dissolution of the Association, its assets shall be donated to a similar non-profit organization or to one of more charitable organizations in Canada as may be decided by the Association in general meeting.

Rules of Order

18.1 The Rules of Order which may be adopted at the meetings of the PAR-NL shall be Bourinots’ Rules of Order.