ACSLPA Revised Bylaws
(3rd Edition)
ACSLPA Revised Bylaws (3rd Edition)
Part 2: Council
Division 1 – Council Organization
(1) The Council consists of:
a) six (6) eligible regulated members selected in accordance with these bylaws,
b) six (6) public members appointed by the Lieutenant Governor in Council in accordance with the Act, and
c) non-voting members, as provided for in section 17 of these bylaws.
(2) At least one regulated member referred to in subsection 4(1)(a) must be a speech-language pathologist and at least one must be an audiologist.
A regulated member is eligible to be a regulated member of Council unless that individual:
a) is named on the courtesy register,
b) is serving as a director, officer, or senior employee of a professional association or labour union that represents members of a regulated health profession,
c) has not completed the requirements for registration renewal or is not in compliance with conditions placed upon their registration,
d) has not completed the requirements of the continuing competence program or is not in compliance with competence program related conditions placed upon their registration,
e) is subject to a direction due to incapacity under the Act or a similar enactment in any jurisdiction, unless the nominations committee if the person is a candidate for Council, or the Council if the person is a member of Council, determines that the person’s incapacity does not make them ineligible to be a member of Council,
f) has been found guilty of unprofessional conduct or has agreed that their conduct was unprofessional conduct under the Act or a similar enactment in any jurisdiction, unless:
(i) at least 5 years have passed since all conditions arising from the finding are resolved to the satisfaction of the appropriate authority, or
(ii) the nominations committee if the person is a candidate for Council, or the Council if the person is a member of Council, determines that the person’s conduct does not make them ineligible to be a member of Council.
g) has been found guilty of a criminal offence or has received a judgment against them related to their professional practice or the role of a member of Council in a civil action, unless:
(i) at least 5 years have passed since all conditions arising from the verdict or judgement are resolved to the satisfaction of the appropriate authority, or
(ii) the nominations committee if the person is a candidate for Council, or the Council if the person is a member of Council, determines that the conviction or judgement does not make the person ineligible to be a member of Council.
h) has worked as an employee or contractor for ACSLPA for more than 500 hours within the two (2) years preceding the start of their term on Council,
i) has their primary residence outside of Alberta or practices primarily outside of Alberta, unless the arrangement is temporary with a foreseeable end date,
j) has not held an active practice permit within 3 years.
Council may exercise the powers and duties granted to a Council in accordance with the Act and these bylaws, including:
a) selecting from among the members of Council an individual to be president for the purposes of the HPA and these bylaws, and an individual to be vice-president for the purposes of these bylaws,
b) appointing, in accordance with these bylaws and the Act, an individual to each of the following offices:
(i) Registrar, for the purposes of the Act and any other duties prescribed to the Registrar by the Council,
(ii) Chief Executive Officer (CEO) to administer the business and operations of the corporation,
(iii) Privacy Officer or equivalent in accordance with applicable privacy legislation and the policies of the College.
c) establishing each of the following statutory committees by approving their terms of reference:
(i) registration committee, and
(ii) competence committee.
d) appointing, in accordance with these bylaws and the Act, regulated members to a membership list to be used for appointing members to hearing tribunals and complaint review committees,
e) designating members of Council to sit as a panel of Council in accordance with the Act for the purpose of hearing registration reviews under Part 2 and appeals under Part 4 or section 118, considering applications to vary orders under s. 93, and designating a member of the panel to act as chair,
f) designating members of Council to committees of Council and establishing terms of reference for the same, as required by these bylaws and Council policy,
g) approving and adopting regulations and bylaws in accordance with the Act,
h) approving and adopting the following documents for the purpose of regulating and directing the practice of regulated members:
(i) standards of practice,
(ii) a code of ethics,
(iii) guidelines,
(iv) advisory statements,
(v) protocols, and
(vi) any other documents or resources the Council deems necessary to achieve its mandate under the Act.
i) approving policies that govern the Council and its members in the discharge of Council duties, monitoring conformance, and taking corrective action, when necessary,
j) approving policies that govern the delegation of powers and duties to College officers and statutory committees, monitoring conformance, and taking corrective action when necessary,
k) approving an operations plan and operating budget for the College, monitoring progress, and taking corrective action, when necessary,
l) approving all fees and levies prescribed under the Act,
m) undertaking reasonable due diligence to ensure that the College fulfills its statutory mandate and complies with all relevant legal and fiduciary responsibilities.
Council members, when acting in their Council capacity, shall conduct themselves in accordance with a Council Code of Conduct that may be adopted by the Council.
(1) The regular term of office for a regulated member of Council is three years.
(2) A regulated member of Council is eligible for a maximum of three consecutive terms.
(3) Terms start on January 1 and end on December 31.
(4) Term starts may be staggered so that, to the extent practicable, approximately 1/3 of regulated member terms shall end in any given year. To this end:
a) Council may direct that terms for upcoming vacancies be shortened to 1 or 2 years if needed to achieve a more balanced term rotation and candidates shall be so advised ahead of their selection to Council, and
b) the Nominations Committee may establish processes in policy for advising candidates of shortened terms when they exist and, if there are multiple vacancies of differing term lengths, for deciding which candidate is selected to which term.
(5) The terms of office for public members shall be in accordance with their appointment by the Lieutenant Governor in Council and the Act.
(1) Council shall select from among the members of Council a president and vice-president, in accordance with Council policy. If one of either the president or vice-president is a public member, the other must be a regulated member.
(2) The selection of officers for the coming Council term should typically take place each year between October 1 and December 31, unless the president or vice-president resigns permanently or becomes ineligible before the natural end of their term as president or vice-president, in which case the Council shall select a new officer within 3 months.
(3) The term of office for an officer is one calendar year, starting January 1 and ending on December 31, except if the officer is selected in accordance with subsection 2 in which case the term shall commence at the earliest opportunity and end on December 31.
(4) An officer may be re-selected by Council subject only to their term limits as a member of Council.
(5) The president shall:
a) perform the duties required of the president in accordance with the HPA,
b) chair Council meetings, except if the chair duties have been delegated to the vice-president or another member of Council for any reason,
c) be a spokesperson for the Council to external parties, if needed, or delegate the role of spokesperson to another member of Council,
d) establish and maintain the reporting relationship and accountability of the Registrar and the CEO to Council, and
e) refrain from voting except to cast the deciding vote on any matter before Council where there would otherwise be a tie vote.
(6) If the president is temporarily absent or unable to act, or at the request of the president, the vice president shall perform the duties and exercise the powers of the president.
(7) If the president and vice-president are temporarily absent or unable to act, Council shall determine who shall perform the duties and exercise the powers of the president.
Division 2 – Selection of Council Members
(1) When there is a current or anticipated deficiency in the number of regulated members on Council, the vacancy or vacancies shall be filled in accordance with these bylaws.
(2) Where there is a current or anticipated deficiency in the number of appointed public members on Council, the vacancy or vacancies may be identified to the Minister of Health at the earliest possible opportunity.
(1) A call for nominations will be circulated to regulated members when:
a) the term of one or more regulated members of Council will end in that year resulting in a vacancy, or
b) one or more regulated members of Council resigns or is terminated more than 8 months before the end of their term.
(2) Any regulated member in good standing may send in nominations to the Nominations Committee.
(3) Nominations must be endorsed by at least three regulated members.
(4) Nominated members must indicate their eligibility under section 5 of the bylaws as well as their intention to assume the duties and responsibilities of a Council member if selected.
(5) The call for nominations:
a) must be open for at least 21 consecutive days, and
b) shall open after June 1 and close no later than July 3.
(1) The Council shall establish a Nominations Committee for the purpose of vetting candidates for Council against the eligibility criteria for Council, ensuring a fair and transparent selection process for Council members, and other duties as may be assigned by the Council.
(2) The Nominations Committee must consist of not fewer than 3 regulated members of the College and may also include one public member of Council, and the Council must designate a member of that committee to act as chair.
(3) The Council shall, by terms of reference and policy, direct the Nominations Committee to carry out its powers and duties.
(4) The Nominations Committee may establish policies sufficient for the purpose of fulfilling its mandate which may include processes for vetting candidates, rules for casting and counting ballots, resolving ties and disputes, announcing selection results, and preventing undue influence by anyone over selection outcomes.
(5) Policies established for vetting candidates may include a process for assessing eligibility in accordance with section 5, subsections (e), (f), and (g) of these bylaws, and if they do, the policies should include considerations that address fairness and confidentiality.
(1) The Nominations Committee shall meet within six weeks of the close of nominations to vet the available nominations against the eligibility criteria established in these bylaws.
(2) Any regulated member who is considered ineligible for Council shall be provided notice, with reasons, and shall be given one week to respond by withdrawing their candidacy or by presenting additional proof of their eligibility to the satisfaction of the Nominating Committee.
(3) After the vetting process is complete:
a) if the number of eligible candidates exceeds the number of vacancies there shall be an election in accordance with these bylaws,
b) if the number of eligible candidates is equal to the number of vacancies, the candidates shall be acclaimed to Council in accordance with these bylaws, or
c) if the number of eligible candidates is less than the number of vacancies, the remaining vacancies may be filled by appointment in accordance with these bylaws.
(4) Further to subsection (3), if the initial number of eligible candidates changes before the polls close in an election or before an acclamation is declared by the Nominations Committee, the outcome prescribed by subsection (3) shall be applied using the new number of candidates.
(1) When elections are held, the polls shall be open for a period of at least 21 days and shall close no later than October 31.
(2) All regulated members on an ACSLPA general register and in good standing are eligible to cast one ballot for each vacancy on Council.
(3) If there is a profession-specific vacancy that must be filled to comply with the Council composition requirements of these bylaws, and more than one eligible candidate is available for the vacancy, the regulated member of that profession who received the most votes will be named to fill that vacancy.
(4) Except as provided for in this section and in subsection 8(4), the candidate who receives the most votes will be named to fill the first vacancy on Council, the candidate who receives the second- most votes will be named to fill the second vacancy, and so on until all vacancies on Council are filled.
(1) When acclamations are prescribed by these bylaws, the Nominations Committee shall declare each candidate for each available vacancy selected by acclamation and no vote will be held.
(2) If there is a profession-specific vacancy that must be filled in order to comply with the Council composition requirements of these bylaws, and only one eligible candidate is available to fill the vacancy, the Nominations Committee shall declare that candidate selected by acclamation even if there is an election held to fill other vacancies.
(1) When appointments are prescribed by these bylaws, the Council may name eligible regulated members in sufficient numbers to fill all vacancies by appointment.
(2) Prior to any Council appointment, the Nominations Committee shall meet to confirm the eligibility of proposed appointees against the eligibility criteria established in these bylaws and shall exclude anyone who is not deemed eligible.
(3) The Council shall declare each candidate for each available vacancy selected by appointment and no vote shall be held.
(1) If a public member spot on Council has been vacated for more than six months, and the Council believes it is in the public interest to do so, the Council may appoint a person who is not a member of the College to fill a public member vacancy according to selection and eligibility criteria approved by the Council. This person shall be a non-voting member of Council in accordance with 4(1)(c) of the bylaws.
(2) The term for a non-voting member of the public appointed by Council ends immediately if a public member is appointed to that vacancy by the Lieutenant Governor in Council pursuant to the Act.
(3) A non-voting member of the public appointed by Council cannot participate in a review under Part 2 or an appeal under Part 4 of the Act.
(4) A non-voting member of the public appointed by Council is eligible for honorariums and reimbursement of expenses at the same rates and in the same manner as regulated members of Council.
(1) When an unplanned vacancy or vacancies occur among regulated members of Council:
a) if the vacancies are identified between April 1 and October 30, they shall be filled in accordance with sections 10 through 16 of these bylaws, or
b) if the vacancies are identified between October 31 and March 31, the Council may appoint eligible regulated members to fill the remainder of the vacated term(s) in accordance with section 16 of these bylaws.
(2) Notwithstanding subsection (1)(a), if there are no members of one of ACSLPA’s regulated professions on Council as a result of an unplanned vacancy, the Council may appoint a member of the unrepresented profession in accordance with s.16 for the remainder of the vacated term.
Division 3 – Resignations and Removals from Council
(1) A regulated member of Council may resign at any time by delivering a notice in writing to the President. The resignation shall take effect immediately upon receipt of the notice or upon a date agreed upon by the Council member and the President. If the member resigning is the President, the notice shall be provided to the Vice President.
(1) A regulated member of Council may be removed by a two-thirds vote of the Council if the regulated member no longer meets the eligibility criteria for Council membership, if the regulated member violates the Council Code of Conduct, or if the regulated member is or has been engaged in any conduct or activity that undermines the College or its objectives.
(2) A regulated member who is subject to a vote to be removed shall be given at least
two (2) weeks’ notice before the vote is to take place and may make representation on their own behalf to the Council before the vote is cast.
(3) If a vote to remove a regulated member from Council passes, the President shall provide notice to the regulated member that their term has ended and shall declare a vacancy on Council effective on the date when the term ended.
(4) If a vote to remove a regulated member from Council does not pass, then the member who is subject to the complaint shall not be removed and Council shall proceed to consider the seriousness of the issue and may take other action as deemed appropriate.
(5) If a public member of Council violates the Council Code of Conduct or engages in conduct that harms the reputation and integrity of the College, the Council may decide by a two-thirds vote to send a letter to the Minister of Health or the Lieutenant Governor, or a designate of either, recommending that the public member be removed.
(6) A public member who is subject to a vote to recommend their removal shall be given at least two (2) weeks’ notice before the vote is to take place and may make representation on their own behalf before the vote is cast.
(7) A member of Council who is subject to removal may name someone to make representation on their behalf if they are unable to do so on their own behalf due to medical condition or another protected ground.
(1) The President or Vice President may be removed from office by a majority vote of the Council.
(2) The former President or Vice President shall remain on Council until the natural end of their term on Council unless they are removed by a separate vote or resign from Council in accordance with these bylaws.
Division 4 – Management and Conduct of Council Affairs
(1) Council may establish rules for Council and committees or panels of Council in the form of policies ——and terms of reference which address:
a) the calling of meetings, reviews, and appeals, and the form of notices,
b) rules of order for the conduct of meetings, reviews, and appeals,
c) virtual attendance, virtual meetings, and electronic voting,
d) attendance by observers,
e) announcing upcoming meetings, reviews and appeals, the broadcasting and recording of same, and public reporting if any,
f) the taking and keeping of minutes,
g) recording decisions and providing notice to affected parties, and
h) establishing terms of reference for Council committees and panels including the selection
of members and of the appointment of members of Council to act as committee or
panel chair.
(2) Rules for Council meetings, reviews, and appeals should seek to enhance the accountability and transparency of Council’s activities without jeopardizing reasonable and prudent privacy, confidentiality, and operational considerations.
(3) Rules for Council meetings, reviews, and panels may be available on the ACSLPA website.
(2) Where there is a current or anticipated deficiency in the number of appointed public members on Council, the vacancy or vacancies may be identified to the Minister of Health at the earliest possible opportunity.
(1) A Regular Council Meeting is any meeting of Council for which at least two weeks’ notice is provided to members of Council but does not include special meetings or other meetings.
(2) Council shall hold a Regular Council Meeting at least four (4) times per year to discharge its duties and powers under the Health Professions Act and these bylaws.
(3) Council may establish a regular time and place for its meetings. A copy of any resolution by which it is determined to hold such periodic meetings shall be sent to each member of Council. No other notice is required for any such periodic meeting, except where these bylaws or a rule adopted by the Council requires the purpose of the meeting or the business to be transacted at the meeting to be specified.
(4) If Council changes the date, time, or place of a regular Council meeting, it must provide at least forty-eight (48) hours’ notice of the change to each member of Council and anyone else entitled to notice in accordance with a rule adopted by the Council.
(5) Notwithstanding anything in this section, if a meeting time or location becomes unworkable within forty-eight (48) hours of a scheduled meeting due to unforeseen or emergent circumstances, best efforts will be made to communicate the change and find an alternative that is similar or proximate to the originally scheduled event or the meeting will be cancelled and rescheduled.
(6) For the purposes of this section, a virtual location is equivalent to a physical location for a meeting. A virtual location includes a meeting link, meeting ID number, a meeting application, and anything else required to enable and attend a meeting using virtual technology.
(1) Special meetings of Council may be called in accordance with Council policy for addressing specific time-sensitive matters which should not wait for a Regular Council Meeting.
(2) Special meetings will be held virtually and at the ACSLPA offices unless the person or persons who call the special meeting designate an alternate place within the province of Alberta and one-half (1/2) of the members of Council agree in writing to the location.
(3) Notice of the time, date and place of a special meeting of Council shall be given to each Member of Council not less than forty-eight (48) hours before the time when the meeting is to be held.
(4) A special meeting may be held with less than forty-eight (48) hours’ notice if two-thirds (2/3) of the Council agrees to this in writing or by vote before the beginning of the meeting.
(5) Special meetings shall be reserved for addressing specific time-sensitive matters which should not wait for a Regular Council Meeting.
(6) The matter or matters to be discussed shall be stated within the notice calling the Special meeting.
(7) No other matter other than that stated in the notice calling the special meeting may be conducted at the meeting.
(8) For the purposes of this section, a virtual location is equivalent to a physical location for a meeting. A virtual location includes a meeting link, meeting ID number, a meeting application, and anything else required to enable and attend a meeting using virtual technology.
(1) Council, or a subset of Council, may gather or meet for informal purposes to be determined from time to time including but not limited to education, training, orientation, team building, and generative discussion.
(2) No decision of Council can be made at an “Other” meeting, and no decision made at an “Other” meeting of Council is binding on ACSLPA or any person.
(3) Rules for “Other” meetings may be developed which may be different from the rules for general, special, and committee meetings, particularly in respect of the need for transparency and reporting.
(1) In the event of a critical incident that requires immediate Council authority, and a Special Meeting cannot be called quickly enough in the circumstances, the Executive Committee may make emergency decisions in the best interests of the College or the public on behalf of the Council.
(2) When the Executive Committee makes an emergency decision, all members of the Council, the Registrar, and the CEO shall be notified of the decisions made and a Special Meeting shall be called at the earliest opportunity for the purpose of reviewing the relevant matters and decisions made, unless a regular meeting is scheduled to take place within the same timeframe in which a special meeting could be called.
(1) No meeting of Council or any Council committee except an Emergency Committee, or a review or appeal before a Council panel, shall be held unless a quorum is present.
(2) Quorum for a meeting of Council shall be one-half (1/2) of the current members of Council and must include at least one public member and one regulated member.
(3) Quorum for a committee of Council shall be one-half (1/2) of the current members of the committee or panel unless a different quorum is specified in the committee’s terms of reference or other record specifying the committee’s composition.
(4) Quorum for a panel hearing and deciding an appeal under Part 4 or section 118, a review under Part 2, or an application to vary an order under section 93 of the Act, is two Council members, and the number of public members must be in accordance with section 12 of the Act.
(5) Notwithstanding any other rules of quorum in these bylaws, or any terms of reference, or other establishing document, the ability of Council and of Council committees to meet and conduct substantive business shall not be affected by the absence of public members in public member positions on Council to which the Lieutenant Governor in Council has not appointed an individual.
(6) Where one-half (1/2) of the Council or a Council committee is not a whole number, quorum shall be taken as the whole number which is closest to and greater than one-half.
(1) The Council may establish standing or ad hoc Council committees through terms of reference.
(2) Council committees should include a public member unless a public member is unavailable to serve despite making reasonable attempts to secure participation.
(3) Council may delegate decision-making authority to Council committees via terms of Any decisions made by a Council committee through the committee’s Council-delegated authority shall be reported to Council at the next regular Council meeting.