By-Law of ADTCMRAC

Definitions

 In these by-laws:

  1. “Society” means Association of Doctors of Traditional Chinese Medicine & Registered Acupuncturists of Canada (ADTCMRAC) from here on known as the “Association”

  2. “Registrar” means the Registrar of Joint Stock Companies appointed under the Nova Scotia Companies Act.

A. Membership

 Membership Classes
Subject to the articles, there shall be three classes of members in the Association, namely, professional members, ordinary members, and honorary members. The board of directors of the Association may, by resolution, approve the admission of the members of the Association. Members may also be admitted in such other manner as may be prescribed by the board by resolution. The following conditions of membership shall apply:

A. Professional Members
1. Professional voting membership shall be available only to the following who have applied and have been accepted for professional voting membership in the Association:
(a) those already registered with a TCM regulatory body from their province; or
​(b) those belonging to TCM and acupuncture professional education institutions and/or fulfilling minimum criteria of Association:

Membership Standards

1. Members Must:
A.
a) Uphold the Ethics Standards document approved by the Association and in keeping with the association codes of conduct
b) Be a Canadian citizen, a landed Immigrant or possess a valid and relevant work permit
c) Reside in and practice in Canada
d) Pass a criminal background check
e) Possess proof of current malpractice insurance with coverage of at least $1 million for general liability
f) Acquire a recommended 30 hours of continuing education credits every year with 15 hours as mandatory to maintain membership
g) Possess proof of completion of courses in Clean Needle Techniques when not included in curriculum of their educational institution and shown on transcript

​B.

  1. Registered Acupuncturist (R. Ac): As a minimum requirement, possess a diploma of acupuncture from a program at least 1900 hours full time study including a minimum of 500 hours of clinical experience, and the program and the college must be approved by the regulated provinces of Canada, or a provincial Department of Education, or the National Certification Commission for Acupuncture and Oriental Medicine (NCCAOM) in the United States, or a graduate of a full-time study at university of traditional Chinese Medicine in China.

  2. Doctor of Traditional Chinese Medicine (DR.TCM): As a minimum requirement, possess a diploma of Doctor of Traditional Chinese Medicine, educational experience of doctor of Traditional Chinese Medicine is no less than 3250 hours of fulltime class study include 1050 clinical hours from a government approved college/university.

  3. Traditional Chinese Medicine practitioner (R.TCM.P): As a minimum requirement, possess a diploma of Traditional Chinese Medicine practitioner, educational experience of TCM practitioner is no less than 2600 hours of full-time class study include 650 hours clinical hours from a government approved college/university. (Note: the standard meets the standards set by regulation body in the province of BC.)


2. The term of membership of a professional voting member shall be annual, subject to renewal in accordance with the policies of the Association.

3. As set out in the articles, each professional voting member is entitled to receive notice of, attend, and vote at all meetings of members and each such professional voting member shall be entitled to one (1) vote at such meetings.​

B. Ordinary Members
1) Ordinary non-voting membership shall be available only to the following who have applied and have been accepted for Class B non-voting membership in the Association:​

  • ​students.

  • inactive practitioners, either retired or not currently practicing.

  • non-practitioners, e.g., lawyers, businessmen, companies, etc.​​

2) The term of membership of an ordinary non-voting member shall be annual, subject to renewal in accordance with the policies of the Association.
3) Subject to the Act and the articles, an ordinary non-voting member shall not be entitled to receive notice of, attend or vote at meetings of the members of the Association

C. Honorary Members
1) Honorary membership shall be available only when appointed by the board of directors, based on the following criteria:

  • TCM practitioners appointed for their contributions to the profession and/or to Association; or

  • non-practitioners appointed for their expertise in fields other than TCM and acupuncture.

2) The term of membership of a Class B non-voting member shall be annual, subject to renewal in accordance with the policies of the Association.
3) Subject to the Act and the articles, a Class B non-voting member shall not be entitled to receive notice of, attend or vote at meetings of the members of the Association​.

B. Membership Dues, Termination and Discipline

 Membership Dues
There shall be a due of fee payable which shall be charged and payable by each member of all membership classes. If any are not paid within one (1) calendar month of the membership renewal date, the members in default shall automatically cease to be members of the Association. Article3-02.
​
Termination of Membership
A membership in the Association is terminated when:
1. the member dies, or, in the case of a member that is an Association, the Association is dissolved.
2. a member fails to maintain any qualifications for membership.
3. the member resigns by delivering a written resignation to the chair of the board of the Association in which case such resignation shall be effective on the date specified in the resignation.
4. the member is terminated in accordance with the articles or by-laws;
5. the member's term of membership expires; or
6. the Association is liquidated or dissolved under the Act.

Subject to the articles, upon any termination of membership, the rights of the member, including any rights in the property of the Association, automatically cease to exist. The board shall have authority to suspend or expel any member from the Association for any one or more of the following grounds:
1. violating any provision of the articles, by-laws, or written policies of the Association.
2. carrying out any conduct which may be detrimental to the Association as determined by the board in its sole discretion.
3. for any other reason that the board in its sole and absolute discretion considers to be reasonable, having regard to the purpose of the Association.

If the board determines that a member should be expelled or suspended from membership in the Association, the president, or such other officer as may be designated by the board, shall provide twenty (20) days’ notices of suspension or expulsion to the member and shall provide reasons for the proposed suspension or expulsion. The member may make written submissions to the president, or such other officer as may be designated by the board, in response to the notice received within such twenty (20) day period. If no written submissions are received by the president, the president, or such other officer as may be designated by the board, may proceed to notify the member that the member is suspended or expelled from membership in the Association. If written submissions are received in accordance with this section, the board will consider such submissions in arriving at a final decision and shall notify the member concerning such final decision within a further twenty (20) days from the date of receipt of the submissions. The board's decision shall be final and binding on the member, without any further right of appeal.

C. Meetings of Members

C-01. Notice of Meeting of Members
No public notice or advertisement of members’ meetings, annual or general, shall be required, but notice of the time and place of every such meeting shall be given to each member by sending the notice by prepaid mail, email, or fax, thirty (30) days before the time fixed for the holding of a general meeting, or fourteen (14) days before the time fixed for the holding of a special meeting, provided that any meetings of Members may be held at any time and place without such notice if all the Members of the Association are present thereat or represented by proxy duly appointed, and at such meeting any business may be transacted which the Association at annual or general meetings may transact. The only persons entitled to be present at a meeting of members shall be those entitled to vote at the meeting, the directors, and the public accountant of the Association and such other persons who are entitled or required under any provision of the Act, articles, or by-laws of the Association to be present at the meeting. Any other person may be admitted only on the invitation of the chair of the meeting or by resolution of the members.

C-02. Chair of the Meeting
If the president of the board and the vice-presidents are absent, the members who are present and entitled to vote at the meeting shall choose one of their numbers to chair the meeting.

C-03. Quorum
​A quorum at any meeting of the members (unless a greater number of members are required to be present by the Act) shall be 15% of the members entitled to vote at the meeting or by proxy. If a quorum is present at the opening of a meeting of members, the members present may proceed with the business of the meeting even if a quorum is not present throughout the meeting. C-04. Votes to Govern At any meeting of members every question shall, unless otherwise provided by the articles or by-laws or by the Act, be determined by a majority of the votes cast on the question, including those cast by members present and by proxy. In case of an equality of votes either on a show of hands or on a ballot or on the results of electronic voting, the chair of the meeting in addition to an original vote shall have a second or casting vote.

 D. Directions

D-01. BOARD OF DIRECTORS
The affairs of the Association shall be managed by a board of Directors, each of whom at the time of his election or within 10 days thereafter and throughout his term of office shall be a member of the Association. The election may be by show of hands unless a ballot be demanded by any member. The Members of the Association may, by resolution passed by at least two-thirds of the votes cast at a general meeting of which notice has been given, remove any Director before the expiration of the term of office, and may, by most of the votes cast at that meeting elect any person in his stead for the remainder of his term.
D-02. Election and Term The affairs of the Association shall be managed by a board of directors, the number and composition shall be determined by the board of directors, provided that there shall be proportionate representation from all regions where association operates. The term of the directors shall be staggered by a system of 4 -year term.
D-03. Appointment by Directors The board of directors may appoint additional directors for a term.
D-04. Removal of Director The Board of Directors of the Association may, by resolution passed by at least two-thirds of the votes cast at a general meeting of which notice has been given, remove any director before expiration of the term of office, and may, by most of the votes cast at the board meeting elect any person in his/her stead for the remainder of his/her term.


C.- MEETINGS OF DIRECTORS
C-01. Calling of Meetings
Meetings of the board may be called by the president, the vice-presidents or any two (2) directors at any time.
C-02. Notice of Meeting
Notice of the time and place for the holding of a meeting of the board shall be given to every director of the Association not less than 7 days before the time when the meeting is to be held by one of the following methods:
1. delivered personally to the latest address as shown in the last notice that was sent by 7 the Association in accordance.
2. mailed by prepaid ordinary mail to the director's address as set out in (1) above.
3. by telephonic, electronic, or other communication facility at the director's recorded address for that purpose; or
4. by an electronic document in accordance Notice of a meeting shall not be necessary if all 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.
C-03. Regular Meetings
The board may appoint a day or days in any month or months for regular meetings of the board at a place and hour to be named. A copy of any resolution of the board fixing the place and time of such regular meetings of the board shall be sent to each director forthwith after being passed, but no other notice shall be required for any such regular meeting
C-04. Quorum and Place of Meeting
Most of the Directors shall form a quorum for the transaction of business. Except as otherwise required by law, the Board of Directors may hold its meetings at such a place or places as it may from time to time determine.
C-05. ERRORS IN NOTICE, BOARD OF DIRECTORS
No error or omission in giving such notice for a meeting of Directors shall invalidate such meeting or invalidate or make void any proceedings taken or had at such meeting and any Director may at any time waive notice of any such meeting and may ratify and approve of any or all proceedings taken or had thereat.
C-06. Votes to Govern
Unless otherwise required by the Act or the articles of the Association, questions arising at any meeting of the board shall be decided by a consensus of the directors present at the meeting. A 8 consensus will be considered to have been reached when no director objects to the question on the floor before the meeting. Should the chair of the meeting determine, after a reasonable effort to achieve consensus has been made, that a consensus will not be reached regarding a question, then the chair shall refer the question to be decided by a majority vote of the directors. In that event, each director is authorized to exercise one vote. In case of an equality of votes, the chair of the meeting shall have a second or casting vote in addition to an original vote.
C-07. VACANCIES, BOARD OF DIRECTORS
Vacancies on the Board of Directors, however caused, may so long as quorum of Directors remain in office, be filled by the Directors from among the qualified Members of the Association, if they see fit to do so, otherwise such vacancy shall be filled at the next annual meeting of the members at which the Directors for the ensuring year are elected, but if there is not a quorum of Directors, the remaining Directors shall forthwith call a meeting of the Members to fill the vacancy. If the number of Directors is increased between the terms, a vacancy of vacancies, to the number of the authorized increase, shall thereby be deemed to have occurred, which may be filed in the manner above provided.
C-08. Committees
The board may from time to time appoint any committee or other advisory body, as it deems necessary or appropriate for such purposes and, subject to the Act, with such powers as the board shall see fit. Any such committee may formulate its own rules of procedure, subject to such regulations or directions, approvals as the board may from time to time make. Any committee member may be removed by resolution of the board of directors.
C-09. POWERS
The board of directors may administer the affairs of the Association in all things and make or cause to be made for the Association, in its name, any kind of contract which the Association may lawfully enter and, save as hereinafter provided, generally, may exercise all such other powers and do all such other acts and things as the Association is by its charter or otherwise authorized to exercise and do. Without in any way derogating from the foregoing, the Directors are expressly empowered, from time to time, to purchase, lease or otherwise acquire, alienate, sell, exchange or 9 otherwise dispose of shares, stocks, rights, warrants, options and other securities, lands, buildings and other property, movable or immovable, real or personal, or any right or interest therein owned by the Association, for such consideration and upon such terms and conditions as they may deem advisable.
C-10. RENUMERATION OF DIRECTORS
​The Directors shall receive no remuneration for acting as such.

D. - OFFICERS
D-01. OFFICERS OF THE ASSOCIATION AND ELIGIBILITY
There shall be President, Vice Presidents, Secretaries and Treasurer and such other Officer as the Board of Directors may determine by by-law from time to time. One person may hold more than office except the offices of President and Vice President. The President, Vice President and other officers shall be elected by the General Membership. The terms of officers is four (4) years.

Eligibility for Board:
(a) An Acupuncture Practitioner elected to the Board is defined as a competent acupuncture therapist who diagnoses and treats medical conditions by stimulating acupoints in accordance with safe practice based on a clear set of principles. They will be working in clinical practice and have worked in acupuncture and TCM.
(b) The CAC Board shall create and maintain a conflict-of-interest policy and procedure as appropriate to reasonably identify and manage potential or actual conflicts of interest of sitting Registration Board members and practitioners seeking election or appointment to serve on the Registration Board.
(c) To be elected president of this Association, members must possess the following

  • Doctor of TCM designation

  • Doctor of Acupuncture designation

  • Have served on the Board as a director for no less than two years

  • Have no less than 20 years of professional acupuncture and TCM practice

  • Have national and international leadership reputation

(d) To be elected vice-president of the association, members must possess the following: -

  • Qualified acupuncturist

  • Over 5 years of acupuncture practice 10


D-02. DUTIES AND RESPONSIBILITIES OF EVERY DIRECTOR
Every Director shall:

  • be loyal to the association.

  • adhere to the association’s mission, vision, and values exercise the powers and discharge the duties of the office honestly, in good faith and in the best interest of the association; and

  • exercise the degree of care, diligence, and skill that a reasonably prudent person would exercise in comparable circumstances.

  • In contributing to the achievement of the responsibilities of the Board as a whole, each Director shall:

  • adhere to the association’s mission, vision, and values.

  • work positively, co-operatively, and respectfully as a member of the team with other Directors and with the association’s management and staff.

  • respect and abide by Board decisions.

  • complete the necessary background preparation to participate effectively in meetings of the Board and its committees.

  • keep informed about, matters relating to the association, the community served, and other health care services provided in the region.

  • participate in the annual evaluation of overall Board effectiveness; and

  • represent the Board, when requested.

D-03. DUTIES OF PRESIDENT
The President shall, when present, preside at all meetings of the Members of the Association and of the Board of Directors. The President shall also be charged with the general management and supervision of the affairs and operations of the Association. The President with the Secretary or the Director General shall sign all by-laws and membership certificates. He or she must take part in assessing the qualifications of new applicants who wish to become new members of association. He or she shall cast the deciding vote in the case of a tie on any matter being voted on, but otherwise shall have no vote. When an appeal is made against a decision of Chair, he or she shall restate the terms of his or her decision and the point of appeal. He or she will then put the question, which is debatable, “shall the decision of the Chair stand as the judgement of the assembly?” A simple majority vote of the board of directors’ present shall decide the issue. He or she shall co-sign all cheques in conjunction with the Treasurers. He or she shall ensure that all appointees fulfill their duties. He or she shall appoint judges to oversee general elections and ballots amending the constitution. He or she shall initiate actions which uphold the good and welfare of the association on matters not covered by the local laws.

D-04. DUTIES OF VICE PRESIDENT VICE PRESIDENT INTERNAL AFFAIRS
The Vice President of INTERNAL AFFAIRS is active in working closely with members on all non-academic issues on issues and policy affecting the association, daily practice, and wellbeing.

  • Duties include: To promote, extend and defend rights of all members of the association· To work as a direct liaison between the members and the Association· To aid in policy writing and redrafting with regards to association activities· To work with officers and appropriate volunteers to benefit the association and its partners· To work closely with the other executive council members on internal affairs

VICE PRESIDENT, EDUCATION & ACADEMIC
The Vice-President, Continuing Education and Academic provides strategic and innovative academic leadership for continuing education of professionals as well as guidance to TCM and acupuncture education institutions.

  • Duties Include: To assess the qualifications of new members· To set up protocols of professional development programs and assist each chapter(s) to coordinate workshops/seminars for their members· To educate and promote Traditional Chinese Medicine to the public and insurance companies in the form of seminars, conferences, and symposiums· To communicate with TCM and Acupuncture education institutions in Canada and around the world

VICE PRESIDENT EXTERNAL RELATIONS
he Vice President for External Relations covers a broad range of functions for association. These include media relations, fund raising, marketing, public relations, advocacy, outreach to insurance companies and government relations. This position is responsible for maintaining good relationships between the executive team and groups outside of association at a national and international level
Duties Include: – to build and foster relationships between the executive team of association and groups outside of association, insurance companies, government relations, and various health communities, etc.

  • to enhance public awareness of TCM and acupuncture

  • to work with the executive team to develop association’s legislative priorities

  • to connect groups with association for fund raising tasks

  • to connect groups with communication and marketing tasks


VICE PRESIDENT LIAISONS
The Vice President of Liaison communicates between association chapters and Executive Council for unity and cohesion. This position will work closely with Vice-President of External Affairs

  • Duties Include: To improve communication between the Executive Council to maintain strong and active interaction and communication· To facilitate the work of each chapter on other groups particularly when there is need to report or seek approval of recommendations from the Executive Council· To enable early identification of problems or concerns raised in these groups and support effective discussion/action to resolve issues raised


D-05. DUTIES OF SECRETARY GENERAL
The Secretary General is responsible for all correspondence, agendas, and minutes of all meetings, press releases and news editing.
Duties included: To be the custodian of all minute books, documents, and registers of the Corporation required to be kept by the provisions of the Act and all minutes, documents and records of the Board and its committees. Duties include: –

  • to notify members of meetings

  • to administer day-to-day activities of association

  • to create the order of business

D-06.DUTIES OF TREASURER
The Treasurer, or person performing the usual duties of a Treasurer, shall keep full and accurate accounts of all receipts and disbursements of the Association in proper books of account and shall deposit all moneys or other valuable effects in the name and to the credit of the Association in such bank or banks as may from time to time be designated by the Board of Directors. He shall disburse the funds of the Association under the direction of the Board of Directors, taking proper vouchers thereof and shall render to the Board of Directors at the regular meetings thereof or whenever required of him, an account of all his transaction as Treasurer, and of the financial position of the Association. He shall also perform such other duties as may from time to time be determined by the Board of Directors.

D-07. DUTIES OF DIRECTOR GENERAL
The Director General shall be appointed by the President, and shall be responsible for supervising and coordinating the functions of every officer of the Association. He or she shall keep the President informed of every segment of the Association and obtain an opinion from the President before taking any action. He or she shall be responsible for the adoption of the decisions and instructions passed at the conventions. He or she, or the President shall be the custodian of the Seal of the Association and of all books, papers, records, correspondence, contracts and other documents belonging to the Association which he or she shall deliver up only when authorized by a resolution of the Board of Directors to do so and to such person or persons as may be named in the resolution, and he shall perform such other duties as may from time to time be determined by the Board of Directors.
Board member positions shall include.
​1. Director of Ethics
2. Director of Membership
3. Director of Public Relations
4. Director of Regulation
5. Director of Continuing Education
6. Director of Examinations
7. Director of Education
8. Director of Research

D-08. DUTIES OF OTHER OFFICERS
The duties of all other Officers of the Association shall be such as terms of their engagement call for or the Board of Directors requires of them.

D-9. Vacancy in Office
In the absence of a written agreement to the contrary, the board may remove, whether for cause or without cause, any officer of the Association. Unless so removed, an officer shall hold office until the earlier of:
1. the officer's successor being appointed,
2. the officer's resignation,
3. such officer ceasing to be a director (if a necessary qualification of appointment) or
4. such officer's death. If the office of any officer of the Association shall be or become vacant, the directors may, by resolution, appoint a person to fill such vacancy.

D-11. PAST EXECUTIVE COMMITTEE MEMBERS
​The retired President shall be automatically appointed as the Honorary President by the incoming President. The duties of the Honorary President shall be to serve as an advisor to the Association. He or she should be invited to every Executive meeting, but not be allowed to vote.

E. Notices

 E-01. Method of Giving Notices
Any notice (which term includes any communication or document) to be given (which term includes sent, delivered, or served), other than notice of a meeting of members or a meeting of the board of directors, 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:
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 the Association or in the case of notice to a director to the latest address as shown in the last notice that was sent by the Association in accordance with section 128 (Notice of directors) or 134 (Notice of change of directors); or
2. if mailed to such person at such person's recorded address by prepaid ordinary or air mail; or 15
3. if sent to such person by telephonic, electronic or other communication facility at such person's recorded address for that purpose; or
​4. if provided in the form of an electronic document in accordance with Part 17 of the Act. A notice so delivered shall be deemed to have been given when it is delivered personally or to the recorded address as aforesaid; a notice so mailed shall be deemed to have been given when deposited in a post office or public letter box; and a notice so sent by any means of transmitted or recorded communication shall be deemed to have been given when dispatched or delivered to the appropriate communication company or agency or its representative for dispatch. 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 the Association to any notice or other document to be given by the Association may be written, stamped, type-written or printed or partly written, stamped, type-written or printed.