Article 4 – Meetings of the Members

4.1

Meetings of the Members shall be held on such date and at such place as determined by the Members.

4.2

Annual Meetings of the Members shall be held at such time, on such day, at such place, in each year as the Members may from time to time determine for the purpose of receiving the reports and statements to be laid before the annual meeting, appointing auditors and for the transaction of such other business as may properly be brought before the meeting.

4.3

Quorum of any meeting of the Members shall be a simple majority of Members.

4.4

Each Member present and in good standing shall be entitled to cast one vote at any meeting of the Members. At all meetings of the Members, every question shall be determined by a majority of fifty percent plus one votes cast at the meeting, except where the Act or these by-laws provide otherwise.

4.5

Notice of meetings shall be given to all Members of record by mail, telecopier or electronic mail at least fourteen (14) working days prior to the date of the meeting unless this requirement is waived by all of the Members.

4.6

Authority to call Meetings of the Members

4.6.1	The President has the authority to call a Meeting of the Members.
4.6.2	The President, on written request by five Members in good standing, shall have the power to call, at any time, a Special Meeting of the Members.
4.6.3	The Board shall have power to call, at any time, a special meeting of the Members on written requisition delivered to the President and/or Executive Director by not less than two thirds of Directors.
4.6.4	The notice of special meeting shall include sufficient information to permit a Member to make a reasoned judgment on the decision to be taken.
4.6.5	Special Meetings of the Members must take place within 60 days of the written request.

4.7

Annual Meetings of the Members may be attended by medical regulatory authority Council / Board members, staff, and invited guests.

4.8

Any notice (which term includes any communication or document), other than notice of a Meeting of Members or a meeting of the Board, to be given (which term includes sent, delivered or served) pursuant to the Act, the articles, the by-laws or otherwise to a Member, Director, Officer or member of a committee of the Board or to the public accountant shall be sufficiently given:

4.8.1	if delivered personally to the person to whom it is to be given or if delivered to such person’s address as shown in the records of FMRAC or in the case of notice to a Director to the latest address as shown in the last notice that was sent by FMRAC in accordance with section 128 (Notice of Directors) or 134 (Notice of Change of Directors) and received by the Director;
4.8.2	if mailed to such person at such person’s recorded address by prepaid ordinary or air mail;
4.8.3	if sent to such person by telephonic, electronic or other communication facility at such person’s recorded address for that purpose; or
4.8.4	if provided in the form of an electronic document in accordance with Part 17 of the Act. The Secretary may change or cause to be changed the recorded address of any Member, Director, Officer, public accountant or member of a committee of the Board in accordance with any information believed by the Secretary to be reliable. The declaration by the Secretary that notice has been given pursuant to this by-law shall be sufficient and conclusive evidence of the giving of such notice. The signature of any Director or Officer of FMRAC to any notice or other document to be given by FMRAC may be written, stamped, type-written, electronically generated or printed or partly written, stamped, type-written, electronically generated or printed.

4.9.1

Participation by Telephone or Electronic Means

Pursuant to section 171(1) (Absentee Voting) of the Act, a Member entitled to vote at a meeting of Members may vote by means of a telephonic, electronic or other communication facility if FMRAC has a system that: (a) enables the votes to be gathered in a manner that permits their subsequent verification, and (b) permits the tallied votes to be presented to FMRAC without it being possible for FMRAC to identify how each Member voted.4.9.1Pursuant to subsection 197(1) (Fundamental Change) of the Act, a special resolution of the Members is required to make any amendment to the by-laws of FMRAC to change this method of voting by Members not in attendance at a meeting of Members.

4.9.1	Pursuant to subsection 197(1) (Fundamental Change) of the Act, a special resolution of the Members is required to make any amendment to the by-laws of FMRAC to change this method of voting by Members not in attendance at a meeting of Members.
4.9.2	Should a Member be unable to participate in a meeting, either in person or by telephone or electronic means, such Member may provide a proxy who is authorized to participate but not vote at the Meeting of the Members in the stead of the Member. Such written proxy shall be delivered to the Executive Director on or before the commencement of the scheduled Meeting of the Members.