In fact, we agree! This is not any organizations’ favorite task but it is a necessary
one. Even better, the Council understands that it
has been out consulting – relentlessly – on several important topics, not the least of which is
Regardless, the By-Laws of the College of
Ontario are old. They have not been revised for at least 8 – 10 years or longer. Best practice suggests
not more than five years between reviews. Some of
you will ask – why now? If the Veterinarians
Act is opened up we will just need to review these
again. And that is true. But keep in mind a new Act,
if we are fortunate to achieve this, is still several years away – five at best.
College Council still needs to function well at an operational level – and that is what the Bylaws are
the majority of changes that are being proposed are not substantive, but the new format and index looks like
significant change. Some changes in particular are worth noting and thinking on. This is the profession’s
opportunity to share its perspectives and questions related to Council operations. While we invite every
veterinarian to have a line by line review, the Council suggests that a focused look at the key areas of
updating would be most productive for time and comment.
Summary of Key Proposed Changes:
Article 4 – 4.11
A significant addition to Article 4, is found in section 4.11 (indemnification). The addition of this section
clearly lays out that the College protects Councillors, committee members, staff and other agents of the College
against any loss, damage, or liability incurred in the course of performing their duties for the College. The
fact of the indemnity is not new (the College retains insurance for these purposes) but these indemnities are
now summarized in the by-laws in a way that is accessible to all (instead of having to read an insurance
Article 10 – 10.05
Some additional eligibility requirements for the purpose of election have been added. Specifically in order to
be eligible for election to Council the following new criteria set out in section 10.05 must be met (in addition
to the criteria in the existing by-laws).
(vi) is not
the holder of a licence that has been revoked or suspended, other than for non-payment of fees, in the six years
preceding the date of nomination;
(xi) is not
nominated in more than one electoral district; and
not have a conflict of interest to serve as a member of Council or has agreed to remove any such conflict of
interest before taking office.
Article 10 – 10.10
Section 10.10 has been added to require the College to hold a by-election in the event that there are an
insufficient number of nominees for an electoral district. This is a change from the current by-laws which state
that “Where there is no candidate in an election, the president shall nominate one or more members who are
eligible for election to the council in that election.” Holding a by-election is a better practice
than having the President individually select a candidate.
Article 11 – 11.13
Section 11.13 gives Council the ability to pass a resolution in writing if it is signed by all members of
Council. This provision should be used sparingly since a written resolution between Council meetings means that
the resolution won’t be discussed in a public meeting. Nonetheless, written resolutions can be helpful
when Council needs to make an urgent decision between Council meetings.
Article 15 – 15.02
The current by-laws include provisions that recognize that a Council member or a Committee member could be
“disqualified” under the by-laws but those by-laws do not include a process or criteria for
disqualification. This section not only sets out both, but it also includes other possible sanctions where
Council determines that a lesser sanction is appropriate. They are set out in section 15.02(iii) as
(iii) If the
Committee or any Committee appointed by the Executive Committee, after any investigation it deems appropriate,
believes that the complaint may warrant formal action, it shall call a meeting of Council. Council shall
determine whether there has been a breach of duties or whether the criteria for disqualification have been met
and, if so, impose the appropriate sanction. The appropriate sanction can include one or more of the
of the member verbally or in writing,
of the member from any Committee on which he or she serves,
disqualification of an Elected Member from Council, or a report to the Public Appointments Secretariat
requesting removal of the Public Member concerned from Council.
allows Council to send a request to the Public Appointments Secretariat for the removal of a Public Member. This
is a change from the current by-laws.
and the reasons for disqualification likely don’t change the current practices of the College
(disqualification is a rare event), but it does make the process more clear and should be of assistance to the
College if it finds itself dealing with this kind of difficult issue.
This article is an important addition. It sets out in the by-laws Council and Committee members’ duty to
avoid conflicts of interest and provides explanations of various conflicts of interest. It also sets out the
process to be followed when a conflict (or potential conflict) exists. Councillors and Committee members have
always been required under common law to avoid conflicts of interest, but this article gives form and shape to
The draft by-laws require Licensed Members to report all the same information that the current by-laws require,
with three additions. Specifically, section 20.01 of the draft by-laws require the following additional
summary of any currently existing charges against the Licensed Member, in respect of a federal, provincial or
other offence other than under the Highway Traffic Act;
pending allegation of professional misconduct, incompetence, incapacity or a similar allegation that has been
referred to a discipline type of hearing against a Licensed Member registered or licensed to practise a
profession inside or outside of Ontario;
information relating to any mental or physical condition or disorder (which could include an impairment caused
by alcohol and/or substance abuse) that might affect the Licensed Member’s ability to practise the
A number of changes were made to this article.
21.01(1) limits the options for the name of the corporation. Now, the name can only include the surname of one
or more shareholder, the shareholder’s given name or initials and the words “veterinary
medicine”. Clinic names or locations can no longer be included. Licenced members can still carry on
business with a clinic name that is different than the professional corporation name. This simplification
eliminates any discretion in the naming provisions and eliminates the need for an appeal process if a name is
rejected. In addition, these requirements enhance transparency as they identify at least one veterinarian
involved with the corporation. At present, there are a lot of existing corporations which operate under the name
of a veterinarian who is no longer affiliated with the corporation which is neither transparent or accurate.
These naming requirements will only apply to professional corporations issued a certificate of authorization
after the by-laws take effect; existing professional corporations can retain their names.
sections where Licenced Members are required to submit documentation, the requirement that the documentation be
certified has been removed. This makes application and renewal easier and cheaper for professional
draft by-laws (section 21.05) certificates of authorization will only be valid for one year, not three. The
College regularly encounters corporations that have failed to update the shareholders or contact information for
the corporation between renewal dates. This has led to the public register providing inaccurate information to
the public. An annual renewal cycle will ensure that information is kept up to date. That said, for professional
corporations that have already been issued certificates of authorization they will be valid until three years
from the date that they were issued or renewed; the one year term will only apply to those professional
corporations when their current certificate of authorization expires.
The Veterinarians Act (the “Act”) requires the College to hold annual general
meetings. This is because the Act states that certain portions of the Corporations Act, including
the requirement to hold annual general meetings, applies to the College. However, the provisions in
the Corporations Act that requires corporations to hold other members’ meetings does
not apply to the College. In other words, the College must hold an annual general meeting of the members but it
is not required to hold any other members’ meetings. It is unusual for any portions of
the Corporations Act to apply to regulatory bodies, and it is even less common for regulators
to hold annual general meetings for their members. The Corporations Act itself is quite old
and the government intends to replace it with the Not-for-Profit Corporations Act which will
reflect more current practice for non-share corporations. As part of its legislative reform, the College will be
requesting a full exemption from the Corporations Act.
In light of
the above and since the College is not required to call members meeting, the sections that relate to
members’ meetings have been removed. All provisions related to members’ meetings have been
revised to reflect this fact. Additionally, we simplified what will be included in annual general meetings to
meet the minimum requirements under the Corporations Act. This includes setting out that a member
is only permitted to speak at a meeting if he or she has the consent of the Chair.
The College is not recommending any change to the current licensing fees. A small number of other fee changes are
application fee for a professional corporation will remain at $400. This application fee will be required in
addition to a first-year annual fee. This change better reflects the amount of time that staff spend providing
advice to new corporations and processing these applications.
earlier in this document, the College is proposing a move to an annual renewal of a certificate of authorization
for a professional corporation. The annual fee will be $100 to reflect the cost of administering the
professional corporation program at the College.
will be eliminating fees for making changes to a professional corporation’s information and for requesting
a review of the Registrar’s decision related to corporate names. The College’s new database will
facilitate information changes and a fee is no longer appropriate as members may update these changes through
the online portal. The by-law changes to the corporate name requirement eliminates the need for the name review
process to occur.
Veterinarians may currently apply for up to four short-term licences per year. The existing fee schedule allows this
fee to be
charged once per year. The College is proposing that the fee of $250 apply to each application for a short-term
Certificates of Standing
The current fee of $10 has not been changed since before 1991. The volume of work associated with producing a
standing is significant and the current fee does not recover the costs of producing these certificates. It is
proposed that these certificates cost $20.
The consultation is now closed.
Download Draft By-Laws of the College of Veterinarians of Ontario
Download Report on Consultation: By-Laws