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Article 6 – Meetings of the Board

6.1

Authority to Call Meetings of the Board

6.1.1 Meetings of the Board shall be held at such time and place as the Board shall determine.
6.1.2 One of the proposed candidates shall be the Registrar of the College of Physicians and Surgeons of Alberta;
6.1.2 A meeting of the Board may be called by the President on his/her own and must be called by the President as required.
6.1.3 Directors may require that the President convene a meeting of the Board on written request by a simple majority (50 percent plus one) of the Directors.
6.1.4 There shall be at least three (3) meetings annually of the Board.
6.2

Notice of Meetings of the Board

The Executive Director shall give Directors notice of the time, place and purpose of all meetings. Notice of the time and place for the holding of a meeting of the Board shall be given in the manner provided in the section on giving notice of meeting of Directors of this by-law to every Director not less than 2 (two) 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. Unless the by-law otherwise provides, 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.
6.3

Quorum

6.3.1 At all meetings of the Board, a majority (50 percent plus one) of Directors in accord with Article 7.1 shall constitute a quorum.
6.3.2 When there is no quorum present within thirty (30) minutes after the time for which the meeting was called, the President shall postpone the meeting to some other time.
6.4

Participation by telephone or electronic means

6.4.1 A Director may participate in a meeting of the Board by telephone or electronic means so long as such permits all participants to hear each other.
6.4.2 Director shall be entitled to vote at a meeting of the Board by telephone or electronic means.
6.4.3 Meetings of the Board may be either in person or by telephone or electronic means. Each vote cast by a Director participating by telephone or electronic means shall be recorded in the minutes.
6.5

Voting

6.5.1 Each Director shall have one (1) vote.
6.5.2 All decisions of the Board shall be decided by a majority (fifty percent plus one) vote of the Directors participating in the meeting. In the case of an equality of votes, the President shall have a casting vote. At all meetings of the Board, every question shall be decided by a show of hands, verbally, or by electronic votes, as the case may be, unless a poll on the question is required by the President or requested by any Director. A declaration by the President that a resolution has been carried and an entry to that effect in the minutes is conclusive evidence of the fact without proof of the number or proportion of votes recorded in favour of or against the resolution. The votes cast in favour, in opposition and abstentions shall be recorded in the minutes in the instance of a request to do so by a Director present at such meeting.
6.6 Order of Business: The order of business at all meetings of the Board shall be decided by the President. Any change in the proposed order of business may be requested by any Director and, if approved by the Board, the order shall proceed as amended.
6.7

Entitlement to Attend

6.7.1 Meetings of the Board may, at the discretion of the Board, be either (a) closed or (b) attended by Medical Regulatory Authority Council / Board members and staff, FMRAC staff and invited guests.
6.7.2 Should a Director be unable to participate in a meeting of the Board either in person or by telephone or electronic means, such Director may authorize an individual to attend as a replacement which individual shall be able to attend and participate but shall not be entitled to vote on any matter.
6.7.3 Meetings of the Board may be attended by one additional representative from each Member, at the Member’s cost.