SEM CONSTITUTION AND BYLAWS

       

October 5, 1987  Final Draft

(Revised General Meeting April 1993)

(Revised General Meeting April 2001)

(Revised General Meeting May 2018)

 (Revised General Meeting Sep 2021 and Exec Meeting 2021)

Article I The name of the organization is the SECTION OF EMERGENCY MEDICINE (hereinafter sometimes referred to as the “SECTION”).

Article II This section shall be constituted in accordance with the bylaws of the Doctors of British Columbia (DoBC).

Article III   Purposes of the Section:

1) To represent physicians who are engaged in the   practice of Emergency Medicine in BC.

2) To participate in the DoBC, the Society of Specialist Physicians, and other groups which from time to time may be appropriate as the representative of the members of the section.

3) To advocate for Emergency Departments to be effective, efficient and safe workplaces for patients and Emergency Physicians.

4) To study and make representation to the DoBC and other appropriate organizations based on services rendered, time consumed and responsibilities undertaken as to suitable fees and other payment arrangements that will represent compensation for physicians who are engaged in the practice of Emergency Medicine.

5) To support those involved in the development and maintenance of reasonable and effective standards for both postgraduate training programs and continuing education in Emergency Medicine.

6) To support those involved in research in the field of Emergency Medicine.

7) To support those involved in the coordination of provincial emergency medical services.

8) To charge and collect fees, to receive donations, and to expend monies to defray expenses and to promote and further any of the purposes of the Section.

9) To recognize outstanding contributions and service to the practice of Emergency Medicine.

BYLAWS

Chapter I REPRESENTATION

The SECTION is the official voice of the Emergency Physicians of BC. The Section will represent these physicians within the DoBC and its various committees and sections.

Chapter II MEMBERSHIP

Part I Application for Membership

All applications for membership shall be processed yearly with the DoBC dues via the DoBC online membership application or in writing. Any election to membership shall be approved by the Executive.

Part II Classes of Membership

Membership in the Section shall be classified as follows:

1) Active

2) Associate

3) Resident

4) Honorary

Part III Active Members

The active members of this Section shall be physicians who are engaged in a combination of practice, teaching and/or administration of Emergency Medicine. They must meet one of the following criteria:

1) Licensed to practice medicine in the Province of British Columbia and certified as a Fellow of the Royal College of Physicians and Surgeons in Emergency Medicine, or as a Certificant of the College of Family Practice in Emergency Medicine (CCFP-EM), or as a Certificant of the American Board of Emergency Medicine.

Or 

2) Licensed to practice medicine in the province of British Columbia and engaged in the practice, teaching and/or administration (combination greater than 60% of their total medical practice) of Emergency Medicine.

The active members will enjoy the privileges of membership including the right to vote at the Annual or General meetings and the right to hold appointed or elected office, as defined in Chapter III and V.

Part IV Active – First Year In Practice

Active – First Year In Practice members must meet all the same criteria as other Active members. They must also be in their first year of practicing medicine following graduation from a residency or fellowship program. They enjoy all the same privileges of membership as Active members. They have the added privilege of a reduction in their annual section dues for this one year only. After one year in this category, all members who renew their section dues will automatically transition to Active members.

Part V  Associate Members

Associate members are physicians who do not qualify for active membership, but are engaged in the part time practice of Emergency Medicine. This category will include formally active members on prolonged leave because of pregnancy, disability or sabbatical. Associate members will enjoy the privileges of membership except that they may not vote at the Annual, General or Executive meetings.

Part VI  Resident Members

Resident members are physicians who are in training in a Canadian Emergency Medicine Training Program.  Resident members will enjoy the privileges of membership except that they may not vote at the annual, general or executive meetings.

Part VII  Honorary Members

The honorary members of the Section shall be those who have rendered outstanding service to the field of Emergency Medicine. Candidates for this form of membership shall be proposed in writing by any member in good standing of the Section to the Chair of the Membership Committee for subsequent approval by the Executive.  Honorary members shall be appointed only by unanimous vote of the Executive. Honorary members shall not be entitled to vote at the Annual or General Meeting nor to hold elected office, as defined in Chapter III, Part I. They may sit on standing or other committees of the Section.  Notwithstanding the above, if the honor is bestowed upon a current member of the Section, he may continue to enjoy the privileges of the membership category for which he would otherwise qualify. No more than two honorary members may be appointed in any one-year.  No membership fee shall be payable by honorary members. 

Part VIII  Dues

The Executive shall determine dues for the various membership categories annually for the ensuing year.  Such dues shall be payable by March 31st of each year. 

Part IX  Membership Revoked

Any member, who changes his occupation or status in such a manner as to render him ineligible for membership in this Section, shall be stricken from the roll of members by Executive action. The Executive may revoke membership for good cause, provided that the member shall be given a fair and impartial hearing to determine the appropriateness of the revocation.

Part X Termination of Membership

Resignation of membership may be made in writing to the Chair of the Membership Committee of the Section. Nonpayment of dues within one month of notification of delinquency shall be presumptive of resignation.

Part XI  Agreement

Acceptance of membership in this Association shall constitute an agreement by such members to comply with the Constitution and Bylaws thereof and to organize the Executive as the sole and only judge of his right to be or remain a member subject to the hearing prescribed above in Part VIII.

Chapter III MEETINGS OF THE SECTION

Part I  Annual Meetings

There shall be an Annual Meeting of the Section members at such a place and time as may be determined by the Executive provided that the place and time of such meetings shall be announced at least 60 days prior to the meeting. An Annual General Meeting shall be held at least once in every calendar year and not more than 20 months after the holding of the last preceding Annual General Meeting.

Part II  Nomination and Elections

It shall be the duty of the Executive  Committee to select one nomination for each of the five officers and the Members at Large. At least 30 days prior to the Annual Meeting the Executive  Committee shall present this list of nominations to all of the Section members, provided that nothing herein shall be construed as preventing nominations from the floor at the time of the Annual Meeting. The election of officers shall be by majority vote of the active members present and voting at the Annual Meeting or represented by proxy as defined in Chapter VI, Part V. 

Part III  General Meetings

The Executive may, from time to time, deem it necessary to call a General Meeting of the membership, to deal with pressing business in which the membership ought to be consulted. Notice for such General Meetings shall be mailed 30 days prior to meeting and proposed agenda.

Part IV Executive Meetings

The Executive shall meet at least twice annually in addition to the Annual Meeting. Whenever the term “Annual Meeting” is used in this document it shall mean the Annual General Meeting of the Section members. The President may call additional meetings of the Executive. The Executive members shall receive notification of any and all meetings at least thirty days prior to the meeting unless in extraordinary circumstances.  

Chapters IV PROCEDURES AT MEETINGS

Part I  Definition of Quorum

A quorum at both Annual and General meetings of the Section shall consist of 20 voting members of the Section. The President or their designate shall chair meetings. 

 A quorum for executive meetings shall be the President or President-Elect plus two members of the executive

Part II Chair of meetings

The President, or in their absence, the President-Elect shall chair all general meetings for the section but if at any general meeting the President or President -Elect is not present within 15 minutes after the time appointed for the general meeting, or requests that they not chair the meeting, the members present may choose one of their number to chair the general meeting.

Part III Resolutions need not be seconded  

No resolution proposed at a general meeting need be seconded and the person chairing the meeting may move or propose a resolution.

Part IV Voting

Subject to Chapter V Part VIII, voting shall be by a show of hands, in person recorded by the secretary of a meeting except that, at the request of three members present at the meeting, a secret vote by written ballot shall be required.  A simple majority of voting members will be required for a resolution to have been deemed approved

Part V  Proxy Votes

Proxy voting will be allowed at General and Annual meetings by proxy ballots approved by the Executive.

Part VI Tie Votes

In case of a tie vote the issue shall be decided by a vote by the Chair, 

who will vote to maintain the status quo.

Part VII Procedural Disputes

Where procedural disputes arise not dealt with in the context of this Constitution and Bylaws, “Roberts Rules of Order” shall prevail.

Part VIII Committee recommendations

Standing committees will present their recommendations for any decisions that need arise to the executive for majority vote.

Part IX Executive meeting attendance

Any member of the section in good standing may attend an executive meeting but will not be entitled to vote at any executive meeting.  Should the executive proceed to in-camera discussions all non-voting members will be required to leave the meeting for the duration of the in-camera session.

 Chapter V  EXECUTIVE

Part I  Powers of the Executive

The Executive may exercise all powers and do all acts and things as the Section may exercise and do, which are not by these by-laws or by statue or otherwise lawfully directed or required to be exercised or done by the members in general meeting but subject, nevertheless, to:

 

1. All laws affecting the Section
2. These by-laws; and
3. Rules, not being inconsistent with these by-laws, which are made from time to time by the section in general meeting

Part II Executive Manages Property and Affairs

The property and the affairs of the section shall be managed by the executive.

Part III Number of Executive members

The number of executive members shall be 14 or such other number, not being less than 6, as may be determined from time to time by resolution at a general meeting.  Every effort will be made to ensure all interests in emergency medicine from the province of British Columbia are given the opportunity to be represented.  

Part IV Effect of Increase / Reduction

When increasing the number of executive members creates a vacancy in the executive, the executive may appoint an executive member to fill such vacancy to hold office until the next annual general meeting of the Section. No reduction in the numbers of executive members shall have the effect of removing any executive members.

Part V Election of Executive Members

Executive members shall be elected by the Members at a general meeting and shall take office commencing at the close of such meeting.  

Part VI Terms of executive members

The term of office shall be for the period of two years and shall extend from the election at the Annual General Meeting to the Annual General Meeting in the second subsequent year.

Part VII Consecutive terms

Executive members may be appointed or elected to repeated consecutive terms.

Part VIII Election method

In elections where there are more candidates than vacant positions of executive members, election shall be by secret ballot with each candidate appearing individually on the ballot in alphabetical order.  Candidates shall be deemed to be elected in order of those candidates receiving the most votes.

Part IX Voting Procedure

No Member shall vote for more Executive Members than the number of vacant positions. Any ballot on which more names are voted for than there are vacant positions shall be deemed to be void. 

Part X Removal of Executive Member

The Members of the section may by special resolution remove an Executive Member.  An Executive Member who ceases to hold office may be replaced by the members by special resolution. Executive Members appointed or elected pursuant to this section shall take the place of such Executive Members until the next annual general meeting.

Part XI Executive to Appoint Replacement Executive Members

Notwithstanding the foregoing Bylaws, if an Executive Member(s) ceases to hold office for any reason the remaining Executive Members may appoint a person or persons as a replacement Executive Member to take the place of such Executive Member(s) until the next annual general meeting. 

Part XII Executive Member Contracting with Section

Subject to Chapter VI Part IX, an Executive Member may hold any office or place of profit in the Section (other than auditor) in conjunction with his or her office of Executive Member, for the period and on such terms as the Executive determines. Subject to these Bylaws and the Society Act, no Executive Member shall be disqualified by such an office from contracting with the Section. 

Chapter VI OFFICERS

Part I Officers of the Executive

The officers shall be President, Past President, President-Elect, Secretary, and Treasurer. There will be at least 6 Members at Large.  If the Executive votes to have a professional service or other non-member provide services traditionally held by the Secretary, the Executive will be responsible to ensure any other responsibilities of the Secretary are also provided by the Executive Committee. Any of the above mentioned positions, other than Members at Large, may be shared positions with a unanimous vote by the executive other than those members seeking to share the position(s).

Part II President

The Members of the Section shall vote from among the members a President, who is defined as one or more persons, at the annual general meeting, which  will hold office until the next annual general meeting. The duties of the President shall be:

 

1. Preside at all general meetings of the Section

1. b) Chair at meetings of the Executive.
2. c) An ex officio member of all standing committees.    
3. d) The President shall represent or appoint an alternate to represent the Section in all its official contacts. 
4. e) The President shall be the official spokesperson of the Section. 

Part III  Past President

The Past President shall be an active member of the Section.  They shall be a voting member of the Section and act to advise the President and to chair the nominating committee and the Executive meetings. In the event of death, resignation, incapacity or ineligibility to hold office of the Past President, the position shall remain vacant for the remaining term of office. The duties of the Past President will be delegated by decision of the Executive.

Part IV President-Elect

The Members of the section shall vote from among the members a President – Elect at the annual general meeting which person shall hold office until the next annual general meeting. The President-elect shall be responsible for chairing general meetings of the Section and meetings of the Executive in the absence of the President or Past-President.  The President-elect will assume the role of President if for any reason the President is unable to complete their term in office.  If the President is held by more than one person the remaining person(s) will continue to act in this capacity until the next AGM. They shall ordinarily succeed the President when the President’s term expires. If a President- elect does not exist this role may go unfilled during the course of the President’s term.

Part IV Appointment of President and Vice-President unable to assume office

In the event of death, resignation, incapacity or ineligibility to hold office of both the President and President- Elect, a member of the Executive elected by simple majority of the Executive shall assume the President’s duties for the unexpired term.

Part IV Secretary

The Members of the section shall vote from among the members a Secretary at the annual general meeting which person shall hold office until the next annual general meeting.  The Secretary shall responsible for making the necessary arrangements for: 

(a) The issuance of notices of meetings of the Section and the Executive; 

(b) The keeping of minutes of all meetings of the Section and the Executive; 

(c) The custody of all records and documents of the Section except those required to be kept by the Treasurer; 

1. In conjunction with the membership committee keep the maintenance of the register of Members;

(e) And shall also be responsible for matters concerning the Constitution and Bylaws. 

Part V Secretary Absence

If the Secretary is absent from any meeting of the Section or the Executive and no professional service or other non-member has been employed to carry out the duties of the secretary within such meeting, the members present shall appoint another member to act as secretary to that meeting. 

Part VI Treasurer

The Members of the section shall vote from among the members a Treasurer at the annual general meeting which person shall hold office until the next annual general meeting.  The Treasurer shall be responsible for making the necessary arrangements for: 

(a) The keeping of the financial records, including books of account necessary to comply with the Society Act 

1. The rendering of financial statements to the Executive, Members and others when required; and

(c) At the Annual Meeting, the Treasurer shall present a financial statement to the membership, and recommend a budget for the upcoming year.

Part VII Members-at-large

Attempts will be made by the nominating committee and the executive as whole to ensure that these members represent the  different regions and interests in emergency medicine in British Columbia. These interests shall include but not be limited to rural, urban, Pediatric, academic, compensation method, and size of center.   

Part VIII Responsibilities of Members-at-large

While representing various areas and interests within the emergency medicine community each member at large is responsible to uphold these by-laws and support the best interests of all members of the emergency medicine community.  These members may from time to time be asked to fill certain roles that may include but not be limited to:

1. Membership/Chair of standing committees
2. Membership/Chair of Ad hoc committee and/or task forces
3. Any role as decided by the executive

Part IX Remuneration

Each member of the Executive will receive annual remuneration as recommended by the Executive providing this is approved by a majority of the Active Members present and voting at the Annual Meeting. The Executive shall also be reimbursed for travel expenses incurred in attending Executive Meetings.  Any other expenses must be submitted for review and approval by the majority of the Active Members present at an Executive meeting with voting privileges or if considered a substantial cost defined by the Executive by a vote at a General Meeting.

Remuneration received is directly linked to participation in SEM activities. An expectation to attend more than 50% of all SEM meetings over a two year period is required to be eligible for  payment. If a member’s participation in SEM meetings via teleconference or in person in any given 12 months is noted to be 50 % or less, notification may be sent to that individual electronically or otherwise to acknowledge this and request a response of intent to either bolster their participation in some manner in the following 12 months that is acceptable to the SEM executive or resign their position. 

Part X Officers with Conflict

If an executive member has a real or apparent conflict with the Section or Executive on any matter, he or she: 

(a) Shall disclose promptly the nature and extent of the conflict to the Executive 

(b) Unless invited by the Executive, shall refrain from taking part in the discussion on that matter 

(c) Shall refrain from voting on that matter; and 

(d) May, and if requested by the Executive shall, absent himself or herself from the meeting while that matter is being discussed. 

If there is any doubt about the existence of a conflict, the Executive shall determine whether or not a conflict exists. 

Part XI  Limitation of Liability of Executive

No member of the Executive will be liable to a Member or Members of the Section for any loss suffered by the Members arising out of an act, omission or error in judgment other than an act, omission or error in judgment, which is in contravention of Chapter 6, Part IX.

Part XII  Exercise of Powers and Discharge of Executive Duties

Each member of the Executive will exercise his powers and discharge his duties with the utmost honesty and good faith in what he reasonably believes to be the best interest of the Section and its Members, and will apply the degree of care, diligence and skill that a prudent person would apply in comparable circumstances. 

The Executive has the authority to make necessary financial decisions on behalf of the membership between Annual General meetings. Proposals for major changes from the annual budget between Annual General meetings will be reported to the membership for consideration before implementation.

Chapter VII COMMITTEES

Part I Power of Executive to Establish Committees

The Executive may delegate any, but not all, of its powers to committees as it thinks fit which may be in whole or in part composed of Executive Members as it thinks fit. 

Part II Power of Committees

A committee so formed in the exercise of the powers delegated to it shall conform to any rules that may from time to time be imposed on it by the Executive, and shall report every act or thing done in exercise of those powers at the next meeting of the Executive held after it has been done, or at such other time or times as the Executive directs.

 Part III Procedures of Committees

The members of a committee may meet and adjourn as they think proper and meetings of committees shall be governed mutatis mutandis by the rules set out in these Bylaws governing proceedings of the Executive.

Part IV Executive Committee 

There may be an Executive Committee consisting of at least three persons, one of whom shall be the Treasurer of the Section and one of whom shall be the President and one of the Executive Members appointed by the Executive. The Executive thereof shall appoint any other members, as they determine. The Executive Committee, by majority vote, shall choose from among their number, a Chair of the Executive Committee, who shall so act until another is chosen to replace him or her. A majority of the members of the Executive Committee shall constitute a quorum for any meetings thereof. The Executive Committee shall meet at the call of the Chair of the Executive Committee or at the call of a majority of the members thereof. 

Part V Power of Executive Committee 

Subject to the control of the Executive, the Executive Committee shall have the power to transact all business of the Section in the interim between meetings of the Executive. 

Part VI Special or Standing Committee

The Executive may create such standing and special committees as may from time to time be required. Any such committee shall limit its activities to the purpose or purposes for which it is appointed, and shall have no powers except those specifically conferred by an Executive resolution. Unless specifically designated as a standing committee, any special committee so created must be created for a specified time period only. Upon completion of the earlier of the specified time period or the task for which it was appointed, a special committee shall automatically be dissolved

Part VII  Standing Committees

1) Membership

2) Nominating

3) APP Committee

4) FFS Committee

All members of Standing Committees must be members of the Section. The Chair of Standing Committees will report regularly to the Executive.

Part VII  Membership Committee

The Chair shall appoint other members of the Committee.  The functions of the Committee shall be:

1) To consider and recommend to the Executive applications for membership;

2) To recommend to the Executive changes in the categories of membership and dues;

3) To encourage the enrollment of all qualified physicians into the Section.

Part VIII  Constitution and Bylaws Committee

The Chair shall appoint other members of the Committee. The function of this Committee shall be to study the Constitution and Bylaws and make recommendations to the Executive for changes, deletions, modifications and interpretations after having given due consideration to the submitted proposals.

Part IX Nominating Committee

The Immediate Past President shall chair this committee. The Chair shall appoint other members of this committee. This committee shall prepare a list of candidates as outlined in Chapter VI, Part II of the Bylaws

Part X  Economics Committees

1. Alternate Payment Committee – an active member who is appointed by the Executive shall chair this committee. The Executive shall also appoint Members to this Committee from among the Active and Associate Members of the Section. The function of this Committee shall be to represent all physician members receiving payments under an alternate payment scheme and to review the contracts and other payment arrangements and to propose changes to the Executive.  The APP Committee Chair is the Chief Liaison Officer with the British Columbia Medical Association, Society of Specialist Physicians and Surgeons of British Columbia, and the Medical Services Plan with regard to matters pertaining to the alternate payment contracts.  The APP Committee Chair has the primary responsibility for interacting with these organizations and their committees and affiliates on matters pertaining to the economics of the practice of Emergency Medicine.
2. Fee for Service Committee – This committee shall be chaired by an active member who is appointed by the Executive. The Executive shall also appoint Members to this Committee from among the Active and Associate Members of the Section. The function of this Committee shall be to represent all physician members receiving payments under a fee for service model and to review the payment arrangements and to propose changes to the Executive.  The FFS Committee Chair is the Chief Liaison Officer with the Doctors of British Columbia , Society of Specialist Physicians and Surgeons of British Columbia, and the Medical Services Plan with regard to matters pertaining to the FFS payments.  The FFS Committee Chair has the primary responsibility for interacting with these organizations and their committees and affiliates on matters pertaining to the economics of the practice of Emergency Medicine.

Chapter VIII ADOPTION AND AMENDMENT OF CONSTITUTION AND BYLAWS

Any member may propose amendments to this Constitution and Bylaws, by submitting the same to the Secretary at least 60 days prior to any Annual Meeting. Notice of such proposed amendments shall be given by the Secretary to all members of the Section at least 30 days before the meeting at which the proposed amendments are to be considered for action. The Constitution and Bylaws shall be adopted and amended by an affirmative vote of at least two thirds of active members present and voting at any general meeting or represented by proxy as defined in Chapter IV, Part V. Amendments to the Constitution and Bylaws shall take effect immediately upon adoption.

CHAPTER IX  COMMUNICATION WITH MEMBERS

The President, Officers and Executive are to communicate regularly and clearly with the members regarding all activities of the section and issues pertaining to the section through at least one of the following formats with regard to Part 1 & 2 listed:  

Part I  Formats

President’s Letter – Electronic  

Quarterly updates of the business of the section.

Further updates pertaining to important issues that arise.

SEM Website 

Includes President’s letters

SEM meeting minutes 

Other key information of the ongoing issues of the section.

SEM Newsletter – Electronic

Biannual/Annual updates on SEM issues

Part II  Communications during Contract negotiations Formats

Regular updates of progress/developments in the negotiation process.

Further updates of / after key meetings/developments in the negotiation process.