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By-Law Four/Code of Ethical Principles and Rules of Conduct

By-Law Four
Article 1 - Definitions
Article 2 - Registered Membership
       Membership Categories
       Application for Regular Membership and Determination of Good Character
       Approval of Membership Applications
       Ownership of Certificates
       Membership Register
       Dues and Fees
       Waiver of Dues. Fees or Assessments
Article 3 - Resignation, Suspension, Termination, Reinstatement and Readmission of Membership
       Resignation
       Suspension
       Reinstatement
       Readmission
Article 4 - Students
Article 5 - Governors and Officers
       The Board of Governors
       Election of Governors
       Officers
       Duties of Officers
       Indemnification of Governors, Officers and Committee Members
       Removal of Governors
Article 6 - Committees
       General Provisions
       Executive Committee
Article 7 - Meetings
       Annual General or Special General Meeting
       Notice
       Quorum
       Auditors
       Order of Procedure
       Voting
       Meetings of the Board of Governors
Article 8 - Subsidiary Bodies
Article 9 – Maintenance of Professional Standards, Competence and Conduct
       Compliance by Members, Firms and Students
       Procedures
       Mandatory Professional Development
       Practice Inspection
       Competence
       Appointment of an Investigator
       Proposed Resolution of a Complaint
       Extraordinary Remedies
       The Competence Tribunal
       The Discipline Committee
       Appointment of an Investigator
       Proposed Resolution of a Complaint
       Extraordinary Remedies
       Complaints Concerning a Governor or Association Staff Who is a Member or Student
       The Professional Conduct Tribunal
       Exception
Article 10 - Honours
Article 11 - By-Laws and the Code of Ethical Principles and Rules of Conduct
       By-Laws
       The Code of Ethical Principles and Rules of Conduct
Article 12 - Borrowing By-Law
Article 13 - Head Office and Seal
Article 14 - Professional Corporations
       Conditions for Professional Corporations
       Ownership of Shares
       Use of Title
       Articles of Incorporation
       Application for Certificate of Authorization
       Issue of Certificate of Authorization
       Term of Certificate of Authorization
       Change in Particulars
       Renewal of Certificate of Authorization
       Particulars for Renewal of Certificate of Authorization
       Renewal Certificate
       Expired Certificate
       Cease Practising
       Revocation of Certificate
       Entries and Notification
       Ceasing to Practise
       Application for New Certificate after Expiration or Revocation
       Public Disclosure
       Exceptions to Public Disclosure
       Fees Payable to the Association
       Register
       Other Records
       Fiduciary and Ethical Obligations to Clients
       Investigations
       Restrictions Apply to a Professional Corporation’s Certificate
Article 15 - Limited Liability Partnerships
       1. Limited Liability Partnerships
       2. Limited Liability Partnerships Permitted by the Certified General Accountants Association
         of Ontario Act, 1983
       3. Board Authorization to Practice as Limited Liability Partnerships
       4. Registration of Limited Liability Partnership
       5. Firm Name to Contain ‘Limited Liability Partnership’ or ‘LLP’ or ‘L.L.P.’
       6. Firm Name and the Code of Ethical Principles and Rules of Conduct
       7. Professional Liability Insurance Coverage
       8. Loss of Limited Liability Partnership Registration
Article 16 – Public Accounting Licence
Article 17 – General Provision

By-Law Four

This By-Law contains amendments approved by the membership at the September 28, 2007 annual general meeting.

Be it and it is hereby enacted that By-Law Number Three of The Certified General Accountants Association of Ontario be replaced by the following, which shall be By-Law Number Four.

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Article 1 - Definitions

1. In this By-Law:

  1. ‘Act’ means the Certified General Accountants Association of Ontario Act, 1983, being 31 Elizabeth II, 1982, Chapter Pr6 of The Statutes of Ontario, 1983;
  2. ‘Affiliated organization’ means the Canadian Association and any provincial or territorial Certified General Accountants Association, and any body with whom the Association has executed an affiliation agreement;
  3. ‘Annual general meeting’ means a meeting of the members of the Association convened in each calendar year for the purposes stated in Article 7 of this By-Law;
  4. ‘Associate’ (of a firm) means a member who is neither a partner, an employee nor a duly registered student.
  5. ‘Association’ means the Certified General Accountants Association of Ontario, incorporated by Act of the Legislative Assembly of Ontario on the twenty-third day of February, nineteen hundred and eighty-three;
  6. ‘Board’ means the board of governors of the Association;
  7. ‘Canadian Association’ means the Certified General Accountants Association of Canada, incorporated by Act of the Parliament of Canada on the sixth day of June, nineteen hundred and thirteen;
  8. ‘Certificate of authorization’ means a certificate of authorization issued under the Act authorizing the professional corporation named in it to practise as a certified general accountant;
  9. ‘Chair’ means the president elected by the board as provided for by Act;
  10. ‘Corporation’ (capitalized) means the Association;
  11. ‘Executive Vice-Chair’ means the executive vice-president elected by the board as provided for by the Act;
  12. ‘Expulsion’ means permanent removal from membership;
  13. ‘Firm’ means a proprietorship, a partnership, a limited liability partnership, a corporation or a professional corporation engaged in a professional practice or in the practice of public accounting;
  14. ‘Fiscal year’ means the fiscal year of the Association terminating on the last day of April of each year;
  15. ‘Indefinite suspension’ means removal from membership until condition(s) as specified is/are met;
  16. ‘Independent reviewer’ means a person appointed to review a complaint that has been closed by the professional standards and competence committee or the discipline committee;
  17. ‘Licensee’ means a member holding a valid licence to practise as a public accountant;
  18. ‘Member’ means a person who has been accepted into membership and so registered as provided in Article 2 of this By-Law;
  19. ‘Practice’ means a firm providing professional services as a Certified General Accountant to the public;
  20. ‘Practice of Public Accounting’ has the meaning given to it in the Public Accounting Act, 2004;
  21. ‘Professional corporation’ means a corporation incorporated under the Business Corporations Act, R.S.O. 1990, c. B.16 that holds a valid certificate of authorization under the Act;
  22. ‘Professional Practice’ means a proprietorship, partnership, limited liability partnership, professional corporation or corporation that provides professional services;
  23. ‘Public Accountant’ means any person that has been granted a licence to practise public accounting pursuant to the provisions of the Public Accounting Act, 2004;
  24. ‘Public representative’ means a person who is not a member and who is appointed by the board to represent the public interest;
  25. ‘Register’ means the membership database maintained on paper or electronic digital storage media;
  26. ‘Registrar’ means the registrar of the Association as appointed by the board from time to time;

(aa) ‘Secretary’ and ‘Treasurer’ shall each mean the secretary-treasurer of the Association where these offices are held by one person;
(ab) ‘Special general meeting’ means a meeting of the members of the Association convened for the purpose or purposes stated in the notice of such meeting;
(ac) ‘Student’ means a person whose application to undertake the program of professional studies approved by the Association has been accepted by the Association and who has paid the appropriate fees and has not withdrawn, or been suspended or expelled;
(ad) ‘Subsidiary body’ means a chapter or group as established under Article 8 of this By-Law;
(ae) ‘Suspension’ means removal of rights and privileges from a member, licensee or a firm for the period specified; and
(af) ‘Vice-Chair’ means a vice-president elected by the Board as provided for by the Act.

2. Words importing the singular number or the masculine gender shall include, where applicable, the plural number or the feminine gender.

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Article 2 - Registered Membership

Membership Categories

1. The membership of the Association shall consist of one registered class. Such members may be divided into five categories as follows:

  1. Regular Membership may be granted to persons who have applied for and been accepted for membership in the Association and are normally gainfully employed;
  2. Retired Membership may be granted to members who have ceased to be full-time gainfully employed and who do not intend at any time thereafter to seek or accept gainful employment either temporarily or permanently. A member is gainfully employed if the member’s annual gross income, excluding pension, other retirement income and investment income, is greater than 15 times the annual membership dues that include both the CGA Ontario and CGA Canada portions inclusive of taxes. The member shall make a written application to the registrar for transfer to this category.
  3. Parental Leave Status Membership may be granted to members who are taking a temporary leave of absence from employment for the purpose of raising a family and who have made written application to the registrar for transfer to this category. The duration of the leave(s) must be a minimum of 12 months, but will not be granted for more than five years. Leave(s) may be taken consecutively or split in any combination of full years to the five year maximum during a person’s membership in the Association;
  4. Life Membership, subject to any policy established by the board, may be granted by majority vote of members present in person or by proxy at any annual general meeting of the Association to members who are commended for extraordinary service to the Association;
  5. Suspended Membership includes a person whose rights and privileges of membership are suspended for the period specified.

2. Membership shall be terminated by death, resignation, expulsion or expiration of a period of suspension where the terms and conditions imposed by the suspension have not been met.

Application for Regular Membership and Determination of Good Character

3. To be eligible for admission to regular membership, a person shall:

  1. (i) be of good character;
    (ii) be not less than 18 years of age; and
    (iii) have passed the academic examinations and met the experience requirements prescribed by the board; or
  2. be eligible under the Act, affiliation organization’s provisions or such other provisions as the board may determine from time to time.

4. Applications for admission to regular membership shall be made on the prescribed form and filed with the registrar at the head office of the Association.

5. The registrar shall review the information filed and shall:

  1. make any further inquiry of the student or seek any additional documentation as necessary to enable a proper and complete assessment of the application, including information with respect to any relevant matter that took place prior to admission as a student in the Association;
  2. conduct or appoint any person to conduct an investigation as necessary;
  3. where satisfied that the applicant has met all eligibility requirements for admission, refer the application and supporting materials to the admissions standards committee with a recommendation of eligibility for membership;
  4. where not satisfied that the applicant has met all eligibility requirements for admission, refer the application and supporting materials to the admissions standards committee with a recommendation of ineligibility for membership.

6. a. An admissions standards committee shall be established and shall be comprised of one governor appointed by the Chair to serve as chair, one or more members of the Association and one public representative. The composition of the committee shall include one member who is a licensee and a broad representation of members in relation to firm size, type of firm, geographic location, as well as members from industry and government;

b. The committee shall:

(i) review all applications sent by the registrar and approve those where it is satisfied that the applicant has met all eligibility requirements for admission;
(ii) review any applications where the registrar has recommended that the person is ineligible for membership and conduct all further inquiries into the matter it
determines necessary, and may appoint an investigator to conduct such investigation as it deems appropriate;
(iii) hold a hearing in respect of any matters referred to it by the public accounting licensing board to determine the good character of a member. This committee
shall hold a hearing in writing and the applicable provisions of the Statutory Powers Procedure Act, R.S.O. 1990, Chapter S22, as amended, shall govern;
(iv) in respect of a review under paragraph (ii) or a hearing under paragraph (iii) of this subsection, the committee shall:
        (1) approve the application, or where applicable, inform the public accounting licensing board that it has concluded that the member is of good character; or
        (2) reject the application or referral and inform the student or the public accounting licensing board, as applicable, of its decision; and
(vi) notify the board of all approved applications.

c. The student making an application or the member whose character has been referred to the committee by the public accounting licensing board may appeal a
decision of the admissions standards committee to the appeal tribunal established under the provisions of Article 9 for this purpose.

d. An investigator appointed under this Article has the powers of an investigator appointed pursuant to the provisions of Article 9.

7. The application when presented to the board shall be accompanied by evidence that the applicant:

  1. has passed the academic examinations prescribed by the board and while registered as a student of the Association or any affiliated organization, has displayed the ability and willingness to conform to the Association’s Code of Ethical Principles and Rules of Conduct; or
  2. is eligible under the provisions of the Act, affiliated organization’s provisions or such other provisions as the board may determine from time to time.

Approval of Membership Applications

8. Notice of board meetings at which applicants for regular membership are to be considered shall contain the name and address of each applicant. The name and address of each applicant admitted to membership shall be included in the minutes of the meeting. All new members shall be issued a certificate of membership by the Association and shall hold the certificate only so long as they remain a registered member.

9. Applicants whose applications are approved by the board, and who have made payment of dues and fees as required, shall forthwith be regular members of the Association.

Ownership of Certificates

10. The certificates issued by the Association and the Canadian Association shall remain the property of the Association or the Canadian Association.

Membership Register

11. The registrar shall keep a register in which shall be entered:

  1. the names and addresses of all members of the Association in good standing;
  2. the names and addresses of all professional corporations granted a certificate of authorization; and
  3. the names and addresses of all limited liability partnerships registered with the Association.

Only those persons or firms so registered are entitled to the privileges of membership in the Association.

12. The registrar shall hold the register open to examination by the public at the head office of the Association during normal office hours.

Dues and Fees

13. a. Annual dues of regular, retired and parental leave status members shall be set from time to time by resolution of the board and shall be payable on the first of May in each year.
b. Annual fees and dues pertaining to a licence to practise public accounting shall be set from time to time by resolution of the board.
c.  Special assessments may be levied from time to time by resolution of the board.

14. Membership dues and entrance fees and shall be payable at the time of filing application for admission to membership. The first year’s membership dues may be prorated at the discretion of the board. The dues received from successful applicants shall constitute payment in full to the end of the fiscal year in which the applicant is admitted to membership.

15. Any member elected to life membership shall be exempt from payment of annual dues.

Waiver of Dues. Fees or Assessments

16. The board may, at its discretion, waive the annual dues, fees, and/or special assessments of any member or any category of members.

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Article 3 - Resignation, Suspension, Termination, Reinstatement and Readmission of Membership

Resignation

1. Any member may tender a written resignation to the board and any firm may make a voluntary request to cancel a certificate of authorization, but neither shall take effect until all arrears of fees, special assessments and other indebtedness to the Association have been fully paid and all outstanding competence and disciplinary complaints against the member and, or, the firm, have been completed and the member or firm has fully satisfied all sanctions imposed by a tribunal.

2. Members or firms whose resignations or requests to cancel a certificate of authorization received by the secretary within 30 days subsequent to the commencement of a fiscal year shall not be liable for the annual dues for that fiscal year.

Suspension

3. a. Any member or firm who is in default of annual dues, fees or a special assessment or any portion thereof, three months after they become due and payable may, after sending of notice, be suspended from membership by the board and their name published in public newspapers through a press release; in the Association’s newsletter; on the Association website, and through other media deemed appropriate under the circumstances;

b. Any member who is in default of the Association’s mandatory continuing professional development requirements for any annual period or three-year cycle, three months after the deadline for reporting continuing professional development credits may, after sending of notice, be suspended from membership by the board and their name published in public newspapers through a press release; in the Association’s newsletter; on the Association website; and through other media deemed appropriate under the circumstances. A suspension pursuant to this provision shall be deemed to be disciplinary in nature;

c. Any member or firm who is in default of the payment of professional liability insurance program premiums, or any portion thereof, and does not produce proof of insurance within 30 days of the demand by the registrar for the information, shall be automatically suspended. Suspensions pursuant to this provision shall be reported to the board;

d. Any member or firm suspended pursuant to this Article shall be classified as a suspended member or firm for a period of 12 months from the date of suspension. Absent compliance with the terms of the suspension within the 12 month period, the membership is terminated or the certificate of authorization of a professional corporation is revoked. In the event there are outstanding complaints to the discipline committee or the professional standards and competence committee, the termination or revocation is stayed and the person or firm remains a suspended member until the complaint has been dismissed, resolved or completed and any decision made by either the professional conduct tribunal, the competence tribunal, or an appeal tribunal, is rendered. Thereafter, unless the member or firm has fully satisfied the terms related to the imposition of the suspension made pursuant to this Article, the stay is vacated and the membership is terminated or the professional corporation’s certificate of authorization is revoked.

Reinstatement

4. a. Any person or firm whose membership in the Association has been suspended, terminated, or whose certificate of authorization has been revoked, or whose resignation or request for cancellation of a certificate of authorization has been accepted, may apply in writing to the board for reinstatement of membership or for the renewal of a certificate of authorization;

b. Any person whose membership in the Association has been suspended by reason of his or her default in complying with the Association’s mandatory continuing professional development requirements may only be reinstated after he or she has fully complied with those requirements;

c. Any member who holds retired status and requests to be reinstated as a regular member is required to pay the current year’s annual dues and fulfill the mandatory continuing professional education program from the date of active status.

5. The board shall have the power to refuse or grant reinstatement and to prescribe the conditions upon which the reinstatement may be granted. Such conditions may include the payment of all arrears of annual dues, fees or special assessments, and such other conditions as the board may deem fit.

6. Pursuant to the provisions of this Article with respect to reinstatement of membership in the Association or the renewal of a certificate of authorization, where a complaint is made against the member or professional corporation subsequent to reinstatement or renewal, in respect of misconduct alleged to have occurred during the time between the previous resignation, suspension, cancellation or termination and the reinstatement of membership or renewal of a certificate of authorization, the complaint shall be investigated by the discipline committee pursuant to the provisions of Article 9 of this By-Law and on completion of such investigation, the discipline committee may pursue any course of action available to it in accordance with the provisions of that Article.

Readmission

7. Any person expelled from membership in the Association pursuant to a decision of a tribunal may apply to the registrar for readmission to membership in the Association by making a written application in the form prescribed by the board and by paying the application fee and administration fee.

8. The registrar shall, upon receiving a written application for readmission to the Association that includes the application fee and administration fee, refer the matter to the discipline committee. Subject to any inquiry or investigation conducted by the discipline committee, it shall refer the application to the professional conduct tribunal for a hearing.

9. The discipline committee may make a request for additional information or conduct an investigation into any matter relevant to the application, pursuant to the provisions of Article 9 of this By-Law.

10. The panel of the professional conduct tribunal hearing the matter with respect to the application shall not include any person who participated in a panel of the tribunal that resulted in the expulsion of the applicant.

11. The professional conduct tribunal shall conduct a hearing of the application for readmission to membership in the Association, pursuant to the provisions of Article 9 of this By-Law, at which the applicant and the discipline committee shall be entitled to be heard.

12. The applicant for readmission must satisfy the tribunal that he or she is of good character and has met all the criteria for readmission to membership in the Association.

13. The professional conduct tribunal shall have regard to the following factors as it may deem appropriate in arriving at its decision:

  1. the information contained in the application form and any documents accompanying the form;
  2. conduct during the time that the applicant was a member which was not investigated by the discipline committee because the information was reported after the applicant was expelled from membership;
  3. the circumstances of the applicant’s expulsion from membership, including the nature of the charges of which he or she was found guilty, and the reasons for expulsion given in the tribunal decision and reasons;
  4. measures taken by the applicant since expulsion to remedy the factors that gave rise to the conduct for which the member was expelled;
  5. the extent to which the applicant has fulfilled the terms of the order of the tribunal resulting in the expulsion;
  6. the length of time since the applicant’s expulsion;
  7. the evidence in support of the applicant’s character pertaining to any actions by the applicant since expulsion; and
  8. the measures taken by the applicant since expulsion which supports his or her request for readmission.

14. The professional conduct tribunal may, at the conclusion of its hearing:

  1. accept the application for readmission to membership in the Association;
  2. accept the application for readmission to membership in the Association subject to the applicant fulfilling such requirements specified by the tribunal; or
  3. reject the application.

15. A person making application for readmission to membership in the Association, in respect of whom the professional conduct tribunal has conducted a hearing and made a decision, and the discipline committee, shall be given written notice of the tribunal decision and, if not satisfied with the decision, may appeal the decision to the appeal tribunal pursuant to the provisions of Article 9 of this By-Law.

16. The factors enunciated in section 13 of this Article are applicable to the appeal tribunal.

17. A decision of a tribunal, or the decision of a court where an appeal has been made to a court, in respect of the application for readmission to membership in the Association, shall be reported to the registrar and to the board.

18. Membership in the Association shall be granted pursuant to the provisions of Article 2 of this By-Law, as applicable, where the application has been accepted by a tribunal and where applicable, the applicant has fulfilled such requirements specified by the tribunal.

19. Pursuant to the provisions of this Article with respect to readmission to membership in the Association, where a complaint is made against the member subsequent to readmission, in respect of misconduct alleged to have occurred during the time between the member’s previous resignation, termination or expulsion and his or her readmission, the complaint shall be investigated by the discipline committee pursuant to the provisions of Article 9 of this By-Law and on completion of such investigation, the discipline committee may pursue any course of action available to it in accordance with the provisions of that Article.

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Article 4 - Students

1. The board may by resolution determine the necessary qualifications and experience requirements for applicants to the program of professional studies, and the fees for tuition, deferments and exemptions.

2. The course of subjects shall be that adopted from time to time by the board

3. Students shall not make use of the designation or initials of the Association, nor advertise or hold themselves out to be other than students of the Association.

4. Students may form groups for the advancement of their studies and professional knowledge, and for the purpose of making recommendations for the consideration of the board.

5. Students may vote, nominate and be nominated for office in subsidiary bodies.

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Article 5 - Governors and Officers

The Board of Governors

1. The affairs of the Association shall be managed by a board of 15 elected governors plus the immediate past Chair, each of whom shall be a member of the Association.

2.  a.  A member may not serve on the board for a consecutive period exceeding the greater of (i) three terms and (ii) nine years; unless holding the position of Chair, Executive Vice-Chair, or Secretary/Treasurer at the end of the consecutive period.
b.  A member who has served as specified in subsection 2(a) of this Article shall be eligible for re-election to the board following a hiatus of five years.

3. A member elected to the board may not concurrently hold office in an elected position on a subsidiary body of the Association.

4. A member elected to the board may not concurrently be an employee of the Association.

5. The board may provide for the appointment, annually, to the board of up to three public representatives as additional governors.

6. When a vacancy occurs on the board, the board shall:

  1. in the case of an elected governor, not later than the second meeting after the vacancy arises, appoint another member to fill the vacancy until the next election of governors; and
  2. provide for the election of another member to fill the vacancy for the balance of the term.
  3. in the case of a public representative, appoint another public representative to fill the vacancy

Election of Governors

7. Annually, the members shall elect five of their number to the board for a term of three years, plus sufficient members to fill vacancies arising under subsection 6(b) of this Article.

8. Any member permanently domiciled in Ontario may, subject to subsections 2(a), 2(b) and section 10 of this Article, and further provided that the member does not come within the description set out in subsections 26(c) and 26(d) of this Article, be nominated for election to the board.

9. In the event of failure to hold an election at the time specified below, the governors shall continue to exercise the authority vested in them until such time as their successors shall be regularly elected.

10. The procedure for conducting the election of governors, under the direction of the board through the office of the CEO, is as follows:

  1. The date of eligibility for nomination and voting shall be 85 days prior to June 1.
  2. The CEO shall send to each member by ordinary mail or by electronic means to members with an e-mail address, not later than 75 days prior to June 1, a request for nominations, a statement of vacancies on the board and a list of amendments to the latest published Ontario Member Roster and Directory of Services. The amendments and the Ontario Member Roster and Directory of Services shall constitute the Amended Ontario Membership Roster.
  3. Application for correction of errors in the Amended Ontario Member Roster and Directory of Services should be made in writing to the CEO not later than 55 days prior to June 1. Anyone whose name does not appear in the Amended Ontario Member Roster and Directory of Services or who has not made written application as described above is not eligible to vote.
  4. Nominations shall be effected by completing the form supplied and returning it to the CEO not later than 55 days prior to June 1. It shall show the name of the member nominated and be signed by the nominee to indicate acceptance and by two members as proposers.
  5. The governors shall be elected by means of:

(i) a mail paper ballot as hereinafter provided; or
(ii) by ballot cast through electronic medium, the anonymity, security and authenticity of which can be verified by the scrutineers appointed by the Chair under subsection 10(h).

  1. The CEO shall, not later than 35 days prior to June 1:

(i) Determine the number of eligible voters as listed in the Amended Ontario Membership Roster.
(ii) Allocate a block of numbers equal to or greater than the number of eligible voters without e-mail addresses and record the first and last numbers of such block.
(iii) Provide paper ballots, equal in number to the eligible voters without e-mail addresses and to eligible voters with e-mail addresses who request paper ballots, to each of which shall be assigned a separate number selected from the allocated block, and which shall contain the names of all members who have been nominated for election to the board.
(iv) Provide access to voting through electronic medium to eligible votes with e-mail addresses who have not requested paper ballots.

  1. The CEO shall, not later than 24 days prior to June 1, send by ordinary mail or electronic medium to each member determined to be an eligible voter:

(i) a randomly selected paper ballot or access to voting through electronic medium;
(ii) a stamped ballot envelope, marked on the outside “Official Ballot” and addressed to the CEO; and
(iii) such instructions and extracts from this By-Law that may be deemed necessary for the guidance of voters, provided that such instructions shall include the statement that the ballot envelope, and no other, shall be used for the purpose of returning the ballot to the CEO and that only the use of the electronic medium access provided by the Association shall be used for the purpose of voting by electronic medium.

  1. The Chair shall, not later than 12 days prior to the last Friday in May, appoint three or more scrutineers. Only a member whose name appears in the Amended Ontario Member Roster and who is not a governor or a nominee for election as a governor shall be eligible for appointment as a scrutineer.
  2. Each voter shall, after duly marking the ballot, enclose the ballot in the ballot envelope, seal the ballot envelope, and forward it by post or deliver it in person to the CEO so that it shall be in the possession of the CEO not later than 4:30 p.m. of the last Friday in May, and after that hour no further ballots shall be received.
  3. The CEO shall deliver, unopened, all ballots returned by the date specified in paragraph 10(h)(i) and any unused ballots to the scrutineers at the time fixed for count, together with the recorded first and last numbers of the allocated block of numbers as aforementioned.
  4. The scrutineers shall, on a day and time to be fixed by the Chair:

(i) Account for all the ballots produced by post, noting those that remain unused and those distributed to eligible voters, thus establishing a list of numbered paper ballots valid for the election.
(ii) Declare void and destroy, with its contents, any returned envelope substituted in place of the official ballot envelope.
(iii) Open the returned ballot envelopes and place the ballots in numerical order.
(iv) Declare void, and not record in the count of votes for the election of governors, any ballot the number of which falls outside the list of numbered ballots valid for the election, or any ballots that bear duplicated numbers, or any ballot that shows votes for more candidates than are required to fill the available vacancies or any ballot on which the name of any candidate has been repeated.
(v) Account for all the ballots cast by electronic medium.
(vi) Record the vote and report the result thereof to the CEO.

11. Elected governors shall be ranked by the number of votes polled and those receiving the higher number of votes shall fill the vacancies for the longer terms.

12. In the event of a tie vote for the last available vacancy or between a longer or shorter term, the Chair shall cast a deciding vote.

13. The CEO shall report to each member which candidates were elected as governors. Such reporting will be by ordinary mail or electronically and list the successful candidates in alphabetical order, without the ballot counts or ranking.

14. Notwithstanding anything contained in Article 5 or Article 7, in the event of a mail strike or other occurrence which, in the opinion of the boardrequires the termination of an election or the termination or adjournment of any annual general or special general meeting, the following shall apply:

  1. The board shall have power to terminate such election or to terminate such meeting or to adjourn such meeting from time to time; but in such case one or more members of the board shall be present at the place and time of the original meeting to inform the members then present of the decision of the board to terminate or to adjourn such meeting.
  2. In the event that such meeting is terminated, a new meeting shall be called by the board forthwith after termination of the mail strike or other occurrence for the purposes for which the original meeting was called.
  3. The foregoing provisions for termination of an election or the termination or adjournment of a meeting shall apply to any mail ballot for the election of governors or for any other purpose provided in this By-Law.
  4. In the event that an election is terminated, a new election shall be called by the board forthwith after the termination of the mail strike or other occurrence requiring termination of the election.
  5. The foregoing provisions as to the conduct of the election of governors shall apply to any such new election and the board shall select the first day of the first month which is practicable in substitution for the first day of June date required aforesaid.
  6. Save as to the new date necessarily substituted for June 1, any new election shall be conducted in strict accordance with the procedure set out in Paragraph 10 of this Article and including strict compliance with all stipulations as to time and with the last Friday of the month preceding the substituted date substituted for the last Friday in May aforesaid.

15. Each elected governor and appointed public representative, before assuming office, must complete a declaration of office.

Officers

16. The officers of the Association shall be a Chair, a vice chair, a secretary/treasurer, and two executive members.

17. Within 30 days of the mailing of the election result to the members as aforesaid, the board shall meet and elect from among their number a Chair, a vice-chair and two executive members for the ensuing year. At the same board meeting a secretary/treasurer, who need not be a member of the board, shall be appointed by the board.

Duties of Officers

18. The Chair shall preside at all annual general meetings and special general meetings of the Association and meetings of the board, and shall call meetings of the members and of the board when the chair deems necessary and when called upon in proper manner to do so.

19. In the absence of the Chair, the executive vice-chair, or failing which a vice-chair in order of seniority, shall preside.

20. In the absence of the Chair and all vice-chairs from a duly called meeting of the board, the secretary shall call the meeting to order and conduct the election of a chair who shall preside over that meeting.

21. In the absence of the secretary from a duly called meeting of the board, the board shall appoint some other member or some other person to act as secretary for that meeting.

22. The secretary shall have charge of all minutes, records, and correspondence of the Association, shall report such facts regarding the same as may be required, and perform the duties pertaining to such office. The secretary shall turn over to the successor, or to whomsoever the board may appoint, the seal, books, records, papers, writings and all other property belonging to the Association. The secretary also shall act as secretary of the board and shall issue notices as required.

23. The treasurer shall be responsible for the collection and receipt of all monies due to the Association and the acknowledgement of receipt. The treasurer shall deposit all such monies in an account or accounts in the name of the Association in a chartered bank or trust company in Canada as designated by the board and make disbursement from such, account or accounts at the direction of the board. The treasurer shall also, at each meeting of the board, present an interim financial statement on the affairs of the Association. At the annual general meeting the treasurer shall render statements, with the auditors’ report thereon, showing the revenue and expenditures during the fiscal year and the financial position as at the close of the fiscal year. The treasurer shall report at least once a year to the board any member in arrears, and shall keep all books and accounts at any time open to inspection by the board and by the auditor.

24. The board may delegate such duties as it determines unless expressly prohibited by law or by this By-Law.

Indemnification of Governors, Officers and Committee Members

25 Every governor, officer or committee member of the Association or other person who has undertaken or is about to undertake any liability on behalf of the Association shall, from time to time and at all times, be indemnified and saved harmless out of the funds of the Association, from and against:

  1. all costs, charges and expenses whatsoever that such governors, officers, committee members or other persons sustain or incur in or about any action, suit or proceeding which is brought, commenced or prosecuted against them for or in respect of any act, deed, matter or thing whatsoever made, done or permitted by them or about the execution of duties of their offices or in respect of any such liability;
  2. all other costs, charges and expenses which he sustains or incurs in or about or in relation to the affairs thereof; except such costs, charges or expenses as are occasioned by his own malice, wilful neglect or default.

Removal of Governors

26. Governors or public representatives may vacate their office by submitting their resignation in writing to the board and such resignation shall be effective at the next meeting of the board.

27. Governors or public representatives shall automatically cease to hold such office when:

  1. they cease to be a member of the Association; or
  2. they fail to attend three consecutive meetings of the board without giving in writing good and valid reasons acceptable to the board; or
  3. they are certified to be not competent to manage their own estate under the Mental Health Act;
  4. they become bankrupt.

28. When a governor or a public representative resigns or ceases to hold office the board shall at the next meeting of the board declare the seat vacant and proceed to fill the vacancy in accordance with Paragraph 6 of this Article.

29. The members, at any annual general meeting or at any special general meeting called for the purpose, by resolution may remove any governor provided that such resolution is passed by a vote of not less than three-quarters of the members present at the said meeting either personally or by proxy.

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Article 6 - Committees

General Provisions

1. The board may appoint or elect committees, but shall elect an executive committee in accordance with section 11 of this Article.

2. The board may delegate to committees such powers and duties as the board may determine unless expressly prohibited by law or by this By-Law.

3. The Chair shall be a member of all committees.

4. Actions of committees, beyond the powers delegated to them as described in section 2 of this Article, shall not be binding on the board unless and until approved by the board.

5. The Chief Executive Officer shall be a non-voting member of all committees.

6. Except as otherwise provided in this By-Law, the Chair shall appoint committee chairs.

7. Meetings of each committee shall be subject to the call, oral or written, of the chair.

8. One half of the members of a committee, excluding those appointed under sections 3 and 5 of this Article, shall constitute a quorum of all meetings of committees.

9. At meetings of committees questions shall be decided by a majority vote of committee members present, and in the case of a tie vote the chair of the meeting shall be entitled to cast a second or deciding vote.

10. The chair of each committee shall cause to have written the minutes of each meeting of the committee, not later than 30 days after each meeting and shall forthwith forward to the secretary of the Association a copy of such minutes.

Executive Committee

11. The board shall elect from its number an executive committee of not less than three governors, one of whom shall be the executive vice-chair who shall be chair of the committee.

12. The board shall not delegate to the executive committee the power to enact matters of policy or to approve extraordinary expenditures.

13. Minutes of each meeting of the executive committee shall be submitted to the next meeting of the board for approval.

14. The Chief Executive Officer shall be the secretary of the executive committee.

15. The provisions of sections 1 to 9 inclusive of this Article shall be applicable to the executive committee.

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Article 7 - Meetings

Annual General or Special General Meeting

1. The annual general meeting shall be held at such place within Ontario at such time in each calendar year as the board may from time to time determine.

2. Any matter pertaining to merger, amalgamation or admission of the membership of another body must be approved at an annual general meeting or special general meeting of the Association called for that purpose and any resulting agreement in order to be binding must receive the approval of a two-thirds majority of those members voting in a mail or electronic ballot conducted for that purpose.

3. The Chair or the board:

  1. May call a special general meeting whenever either deems it necessary.
  2. Shall call a special general meeting whenever requested in writing to do so by at least 20 per cent of the members and shall do so within 60 days of the receipt of such written request.

Notice

4.  a. The notice of the time and place of holding the annual general meeting or any special meeting shall be:

(i) mailed to each member by ordinary mail to the member’s last known address, postage prepaid; or
(ii) sent by electronic means to all members with e-mail addresses,;
provided that all members receive the said notice by one or the other method prescribed in this section.

b. Such notice shall be mailed or sent electronically not less than 15 days, excluding both the day of mailing by post or electronic medium, as the case may be, and the day of the meeting, before the date of the meeting.

5. Failure to receive such notice, for any reason whatsoever, shall not invalidate the said notice and it shall not be necessary to give public notice or advertisement of the said meeting.

6. Where the said meeting is a special general meeting the said notice shall state the specific business to be transacted thereat and no further business shall be transacted.

Quorum

7. Fifty members personally present or represented by proxy shall constitute a quorum at the annual general meeting or any special general meeting. If a quorum is not present within one hour after the time appointed for the meeting, a new meeting shall be called.

Auditors

8. One or more auditors shall be elected annually at the annual general meeting of the Association. The auditor partner of the firm appointed should be rotated every five years at a minimum.

9. Any member other than a governor, public representative, or employee of the Association shall be eligible for election or appointment as auditor.

10. In the event of the resignation or death of an auditor, or of an auditor becoming disqualified, or of an auditor becoming in the opinion of the board incapable of performing the duties of auditor, the board may fill the vacancy by appointment until the next annual general meeting or special general meeting.

Order of Procedure

11. The order of procedure at the annual general meetings of the Association shall be as follows:

  1. Reading, correcting and adopting minutes.
  2. Reading and considering correspondence.
  3. Reading and considering reports of committees.
  4. Amendments or additions to By-Laws.
  5. Reading and considering the audited financial statements.
  6. Election of auditors.
  7. General business.

12. In all matters not governed by this By-Law, procedures shall be in accordance with Robert’s Rules of Order.

Voting

13. Every member shall be entitled to attend all annual general meetings and special general meetings and all members, including the Chair of the meeting, shall be entitled to vote on all questions brought before the meeting.

14. All members may be represented at annual and special general meetings of the Association by another member acting as their proxy, provided that such proxy is in writing, whether in paper form or in electronic form sent by electronic means, and on the form provided by the secretary or a facsimile thereof and further provided:

  1. That no proxy in paper form shall be signed in blank and any proxy shall be valid only for the meeting for which it was specifically given or for any adjournment thereof.
  2. That proxies sent to the Association by electronic means shall contain the member’s name and e-mail address so that the authenticity of the proxy can be verified.
  3. The proxies or notices of proxies held must be filed, by post or though electronic medium, with the secretary three days before the meeting takes place, excluding the day of filing and the day of the meeting.

15. Except as otherwise provided in this By-Law, questions at meetings of members shall be decided by a majority of members present either in person or by proxy, and in the case of a tie vote the hair of the meeting shall be entitled to cast a second or deciding vote.

Meetings of the Board of Governors

16. The Chair shall call a meeting of the board:

  1. When the Chair deems it necessary.
  2. When presented with a written request signed by five governors that a meeting be held, and the date of such meeting shall be not later than two weeks after the receipt by the Chair of the written request.

17. The board may meet at any place within Ontario.

18. Notice of the time and place of holding any meeting of the board shall be mailed by ordinary mail, postage prepaid, or electronically, not less than five days, excluding both the day of mailing or the sending of an electronic notice and the day of the meeting, before the date of such meeting to each member of the board, provided, however, that where all members of the board are present and waive notice a meeting may be held without notice.

19. A simple majority of the members of the board shall constitute a quorum for the transaction of business.

20. A copy of the minutes of each meeting of the board shall be mailed by the secretary to each member of the board within 30 days after such meeting.

21. Questions at meetings of the board shall be decided by a majority of the members of the board present, and in the case of a tie vote, the Chair shall be entitled to a second or deciding vote.

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Article 8 - Subsidiary Bodies

1. The board may authorize the formation of chapters and groups in geographical areas not within the jurisdiction of affiliated organizations.

2. Such chapters and groups will exist at the pleasure of the board. Their rights and responsibilities shall be as defined from time to time by the board. Such chapters and groups may not seek incorporation or charter as independent units of the Association.

3. The operation of a chapter or group shall be directed by a board of directors not less than three in number, elected by the members and students in that chapter or group.

4. Directors shall be responsible for operating the chapter or group in accordance with guidelines laid down by the board.

5. Each chapter or group shall hold a meeting of its members and students at least once a year and submit a financial statement and report on its activities to the board.

6. Upon declaration by the board that any chapter or group is no longer operative, the rights and responsibilities of the chapter or group shall cease to exist and its net assets shall be transferred to the Association.

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Article 9 – Maintenance of Professional Standards, Competence and Conduct

Compliance by Members, Firms and Students

1. a.  All members, firms, and students of the Association are required to comply with the Code of Ethical Principles and Rules of Conduct of the Association, which forms Schedule A to these By-Law Articles;

b. The term ‘complaint’ refers to information from any source that suggests that a member, firm or student has:
(i) breached the Code of Ethical Principles and Rules of Conduct; and/or
(ii) failed to meet the standards of professional competence.

c. All members, firms, and students, by their applications for membership, a certificate of authorization, or registration as a student, as applicable, or by their applications for reinstatement or readmission to membership, the renewal of a certificate of authorization, or re-registration as a student, or by their continuance of membership or registration, shall consent and be deemed to have consented to the release of information, to the complainant, provided by them pursuant to this Article in response to a complaint and further agree that they shall use the information received by them in the course of the exchange of information pertaining to the complaint only for purposes relating to the administration or compliance with the By-Law and with the Code of Ethical Principles and Rules of Conduct of the Association. Use for any other purpose shall constitute a breach of this provision.

Procedures

2. In order to maintain the standards of the Association, the following entities shall be established:

  1. A discipline committee to:
    (i) receive and investigate complaints concerning any member, firm, or student; or
    (ii) consider an application for readmission to membership in the Association.
    The discipline committee shall be chaired by one governor appointed by the Chair. The committee members shall be appointed by the discipline committee chair and include at least one public representative and one licensee;
  2. A professional standards and competence committee to receive and investigate matters relating to issues of professional competence. The professional standards and competence committee shall be chaired by one governor appointed by the Chair.
    The chair of the committee shall appoint members of the Association and at least one public representative and one licensee to serve on the discipline and professional standards and competence committee;
  3. A competence tribunal to hear matters referred to it relating to issues of professional competence. The competence tribunal shall be appointed by the Chair and shall hear matters following the procedure of the Statutory Powers Procedure Act, R.S.O. 1990, Chapter S22, as amended, except that hearings before this tribunal shall be held in camera, in accordance with subsection 6 (a) below. A competence tribunal panel shall include at least one licensee and one public representative. A competence tribunal panel of one member of the Association shall hear proposed resolutions regarding complaints and where the matter pertains to a licensee, the panel member shall be a licensee. A competence tribunal panel of three, comprised of two members of the Association and one public representative, shall hear unresolved complaints
  4. A professional conduct tribunal to accept or reject the resolution of complaints reached by the discipline committee; in cases that have not been resolved or that pertain to an application for readmission to membership in the Association, to inquire into, to hear and pronounce upon complaints referred to it by the discipline committee; or to hear matters referred by the Chair under this By-Law. The professional conduct tribunal shall be appointed by the Chair and shall include at least one licensee and one public representative. A professional conduct tribunal panel of one member of the Association shall hear resolved complaints and where the matter pertains to a licensee, the panel member shall be a licensee. A professional conduct tribunal panel of three shall hear unresolved complaints or a matter in relation to an application for readmission to membership in the Association following the procedure of the Statutory Powers Procedure Act, R.S.O. 1990, Chapter S22, as amended and shall be comprised of two members of the Association and one public representative, and where the matter before the tribunal panel pertains to a licensee, the panel composition with respect to members of the Association shall include at least one licensee;
  5. An appeal tribunal to hear appeals from the admissions standards committee, competence tribunal, and the professional conduct tribunal following the procedure of the Statutory Powers Procedure Act, R.S.O. 1990, Chapter S22, as amended. The appeal tribunal shall be appointed by the Chair and shall include at least one licensee and one public representative. In each case a tribunal panel shall be comprised of two members of the Association and one public representative, and where the matter before the tribunal panel pertains to a licensee, the panel composition with respect to members of the Association shall include at least one licensee.
    The term of appointment to a tribunal shall be three years. Vacancies that occur in a tribunal will be filled by appointment by the Chair.

Mandatory Professional Development

3. The Association shall establish requirements to be met by each member with respect to mandatory professional development. The failure to meet these requirements shall be subject to sanctions as provided by this By-Law.

Practice Inspection

4. a. The Association shall conduct an inspection of a member’s practice for the purpose of determining if the member is meeting standards of professional competence.

b.  The practice inspection shall verify that every licensee that issues or seeks to be authorized to issue audit reports on financial statements of any reporting issuer as defined under the Securities Act is registered with the Canadian Public Accountability Board.

c.  A member is compelled to produce working paper files, books, documents or other materials as required by the practice inspector and any failure to comply with this provision shall be a breach of professional conduct.

d.  The practice inspector has the powers of an investigator as necessary to perform a practice inspection.

e.  After each practice inspection, the Association through the professional standards and competence committee shall review the results determined by the practice inspector and shall, where necessary:

(i) recommend practice improvements;
(ii) direct a follow-up practice inspection within a time to be specified;
(iii) direct that the member take professional development or training as necessary;
(iv) direct that the member practice only under the active supervision of another member approved by the Association; and/or
(v) make a referral to the competence tribunal where the continuing actions of the member are substantially inconsistent with the objectives of the Association’s practice inspection program.

Competence

5. a.  On receipt of a complaint, the professional standards and competence committee’s staff shall make such reasonable inquiries as necessary in order to determine its merits and to report the results of the inquiry to the professional standards and competence committee. Where information comes to the attention of the committee that suggests a member or a firm fails to meet standards of professional competence pursuant to deficiencies in:
(i) the member’s knowledge, skill or judgment; and/or
(ii) the member or a firm’s attention to the interests of clients, the records, systems or procedures of the practice,
and where the deficiencies give rise to a reasonable apprehension that the quality of service to clients or an employer may be adversely affected, the matter shall be referred to the professional standards and competence committee.

b.  The professional standards and competence committee shall, after receiving a complaint that suggests that a member or a firm fails to meet the standards of professional competence, and after inviting submissions in writing from the complainant, where applicable, and the person or the firm under investigation, and after providing the complainant’s information to the person or the firm under investigation and the information from the person or the firm under investigation to the complainant, as appropriate:

(i) identify the failure as an apparent failure to meet the standards of professional competence that are generally accepted by the profession and that apply to accounting, financial reporting, and audit, review and compilation engagements;
(ii) attempt at its discretion, to arrive at a resolution of the complaint that is agreeable to all parties;
(iii) upon notice to all parties, present the facts of the complaint and a proposed agreed resolution thereof, if such may occur, to a competence tribunal of one member, in a summary manner, for ratification after a 10-day waiting period. During the said 10-day waiting period, any party may withdraw from the proposed resolution of the complaint;
(iv) where the professional standards and competence committee is unable to arrive at a mutually agreed upon resolution of the complaint, or agreement to a resolution is withdrawn as aforesaid, or if resolution by agreement is not desirable, refer the matter to a competence tribunal of three members;
(v) in cases where the professional standards and competence committee determines that the complaint did not disclose a failure to meet the standards of professional competence, advise the complainant and the person or firm under investigation, within thirty days, that the matter has been reviewed and closed.

c.  On determining that a complaint is to be closed without pursuing a resolution or a referral to a competence tribunal, the professional standards and competence committee may provide guidance and advice to a member, firm, student. The guidance and advice shall be construed as remedial in nature;

d.  In the course of any review, investigation or proceedings under this By-Law, where the member or a firm and the complainant agree to settle the matter giving rise to the complaint, the member or the firm is prohibited from making an arrangement with the complainant whereby the complainant would withdraw the complaint or agree not to testify. Where the subject matter of the complaint is settled by agreement of the complainant and the member or the firm under investigation, or for any other reason, and the complainant withdraws the complaint, the review, investigation or proceedings shall continue at the discretion of the professional standards and competence committee.

e. Where the complainant is dissatisfied with the decision of the professional standards and competence committee to close a complaint without resolution or without a referral to the competence tribunal, the complainant may:

(i) make a written request, sent by registered mail or any other method of delivery that requires the signature of the recipient to the professional standards and competence committee, within 30 days of the date of the committee’s notice to the complainant that the complaint has been closed; and
(ii) outline the specific issues that the complainant seeks to have reviewed.

f.  Upon receipt of a written request for a review of the professional standards and competence committee’s decision to close a complaint without pursuing a resolution or a referral to the competence tribunal, the committee shall forward the request to the Chair;

g.  (i) Upon receipt of such a request by a complainant, the Chair shall appoint an independent
          reviewer to perform an independent review of the closed complaint.
        (ii) The independent reviewer shall:
  1. consider any written application, including the material before the professional standards and competence committee, made by a complainant that has been sent within the stipulated limitation period;
  2. obtain such technical or other assistance as necessary to properly fulfill his or her responsibilities;
  3. refer the complaint to the professional standards and competence committee for reconsideration: where the independent reviewer determines that the professional standards and competence committee was not in receipt of all information and documents that are now available to the independent reviewer and where the documents and information were not in the possession of the complainant and could not reasonably have been in the possession of the complainant prior to the disposition of the complaint by the committee; where the independent reviewer suspects a lack of independence on the part of any member of the committee who participated in the decision to close the complaint or any other reason that is appropriate in the circumstances, and, in that event, advise the complainant and the person under investigation of the reasons for doing so;
  4. in the event that the independent reviewer does not refer the complaint to the professional standards and competence committee for reconsideration, the independent reviewer shall advise the complainant and the person under investigation of that decision, and shall provide reasons for that decision by registered mail or any other method of delivery that requires the signature of the recipient within thirty days from the date of reaching a decision;
  5. receive the written reasons of the professional standards and competence committee after its reconsideration of the complaint.
  
   (iii) The independent reviewer shall make a report to the board annually;
   (iv) The professional standards and competence committee shall:
  1. receive any referral from the independent reviewer and give consideration to all information; and
  2.  make a decision and provide written reasons for the committee’s decision to the independent reviewer, the complainant and the
    person under investigation, within thirty days from the date it reached the decision.
   (v) Where the member is a licensee or a professional corporation engaged in the practice of public accounting and where a complaint was dismissed in the investigative process or dealt with by admonishing the licensee, the complainant shall be notified in writing of the outcome of the review and this notification shall inform the complainant that if the complainant is unsatisfied with the manner in which the complaint was handled, the complainant may request that the Public Accountants Council review the handling of the complaint.

Appointment of an Investigator

  1. (i) In order to assist it in determining whether there may have been a failure to meet the standards of professional competence, the professional standards and competence committee may appoint an investigator to investigate any complaint and to report the results to the committee;
    (ii) An investigator may:
    (1) investigate any other matter related to member competency that comes to the attention of the investigator in the course of the investigation, whether or not
    connected with the complaint under investigation;
    (2) require the person or firm under investigation to provide information and answers to questions that relate to all matters under investigation;
    (3) upon reasonable notice, enter the business premises of the person or firm under investigation during reasonable business hours or at such other time as may
    be agreed to by the person or firm under investigation;
    (4) require the production of and examine any documents, files, records, storage devices or receptacles or other information that relates to matters under
    investigation;
    (5) make copies of, or remove, for making copies, any item referred to in the preceding section; where the item is removed a receipt shall be given;
    (6) return the items borrowed for purposes of copying with reasonable dispatch, giving recognition to the volume and complexity associated with the copying.

    (iii) The investigator shall complete the investigation within a reasonable time for the scope and circumstances of the investigation and shall prepare and submit a
    report to the professional standards and competence committee at the completion of the investigation.

Proposed Resolution of a Complaint

  1. Where the professional standards and competence committee presents a proposed agreed resolution of a complaint to the competence tribunal, the tribunal shall only accept or reject the proposed resolution; it shall not vary it. Provided the competence tribunal ratifies the proposed resolution of the complaint, this ratification shall be the final disposition of the complaint. Where the tribunal refuses to accept the proposed resolution, it may grant the professional standards and competence committee an opportunity to return before it within 10 days or such other reasonable time as shall be stipulated by the tribunal, with an amended proposed agreed resolution. Where the competence tribunal refuses to ratify a proposed resolution and does not grant the professional standards and competence committee an opportunity to return before it with an amended proposed agreed resolution, a competence tribunal panel of three members shall be appointed to conduct a formal hearing pursuant to section 6 herein.

Extraordinary Remedies

  1. (i) If in the course of its review of a complaint that come before it, the professional standards and competence committee receives evidence that discloses likely immediate and serious harm to the public or a third party, it shall cause the complaint to be summarily investigated and on receipt of the investigation report, it shall submit that summary investigation report to the Chair.
    (ii) Where the Chair, on reviewing the summary investigation report submitted by the professional standards and competence committee, believes that immediate suspension of a member or the certificate of authorization of a firm is required in the public interest, the Chair may impose a suspension on the member or the firm effective immediately and for a period of time to be specified. A suspension imposed by the Chair is subject to confirmation by the board at its next meeting;
    (iii) Where the Chair, after receiving the summary investigation report of the discipline committee, imposes a suspension, the Chair shall inform the member or the firm of the investigation and the decision to impose the suspension;
    (iv) The member or the firm may apply to the Chair to stay the immediate suspension. The member or the firm shall provide evidence in support of the application and shall provide ten days notice to the professional standards and competence committee of the application;
    (v) At the conclusion of the period of suspension imposed by the Chair and confirmed by the board, the Chair, with the subsequent approval of the board, may impose an additional period or periods of suspension where there is a continuing public interest in doing so. The Chair shall provide the member or the firm and the professional standards and competence committee with the opportunity to present submissions prior to making a decision as to whether to impose any additional periods of suspension;
    (vi) The professional standards and competence committee shall complete the investigation in accordance with section 5 of this Article;
    (vii) Where the Chair is unable to act, the executive vice-chair shall act in the Chair’s place.

The Competence Tribunal

6. a.  Hearings of the competence tribunal and any appeals therefrom, shall be held in camera and the provisions of subsections 12 (c) and 22 (e) of this Article shall not apply;

b.  Parties to the proceedings are the professional standards and competence committee, the member or a representative of a firm who is the subject of the hearing, and any other person added as a party by the competence tribunal;

c.  Sections 12 to 17 of Article 9 herein apply to a competence tribunal hearing mutatis mutandis;

d. Where the competence tribunal determines that the member or a firm is failing or has failed to meet standards of professional competence necessary to serve the interests of the public or an employer, the tribunal shall make one or more of the following orders:

(i) suspend the member or the certificate of authorization of a firm until the satisfactory completion of specified educational courses;
(ii) require the member or the firm to institute new records, systems or procedures in the practice;
(iii) require the member or the firm to obtain professional advice with respect to the management of the practice;
(iv) order a re-investigation by the professional standards and competence by a prescribed date;
(v) require the commencement of a hearing before the professional conduct tribunal in accordance with section 12 of this Article;
(vi) restrict the member or the firm to specified areas of practice either for a specified time or on such terms and conditions as may be ordered;
(vii) require the member or the firm to practise only under the active supervision of another member approved by the Association;
(viii) an order to compensate the aggrieved party;
(ix) assessment of a fine and/or costs;
(x) any other order the competence tribunal conside