2.1. Bylaws and Governance Policies
2.1.1. A bylaw, or an amendment to a bylaw, may be passed a meeting of Council provided a notice of motion has been:
2.1.2. A notice of motion may be waived by a majority vote of Council.
2.1.3. Council may establish governance policies addressing, among other matters, the appointment, composition, quorum and procedures for the Registration Committee, Registration Review Committee, Competence Committee, the Nursing Education Program Approval Committee, Hearing Tribunals, Appeals Committees, Complaint Review Committee, registers for non-registrants, and rights and privileges of categories of registrants and non-registrants.
2.1.4. The governance policies established by Council form part of the College’s Bylaws and any reference to the Bylaws includes a reference to the College’s governance policies.
2.1.5. Notwithstanding article 2.1.1 above, the Chair of the Leadership Review and Governance Committee may:
188.8.131.52. Rearrange the order, numbering and formatting of the bylaws in the interests of clarity and simplicity;
184.108.40.206. Change the name, chapter reference, revision reference or section number of statutes or regulations referred to in the bylaws to conform to changes in those statutes or regulations;
220.127.116.11. Correct statutory or formal names in the bylaws; and
18.104.22.168. Correct typographical or grammatical errors in the bylaws.
2.1.6. The Chair of the Leadership Review and Governance Committee will report any amendments made under article 2.1.5 to the Leadership Review and Governance Committee on a quarterly basis.
2.2. Code of Ethics and Standards of Practice
2.2.1. In accordance with the Act, Council may adopt or amend a code of ethics or standard of practice developed in accordance with the following procedures:
22.214.171.124. New or amended codes of ethics or standards of practice are developed at the request of the Registrar or their delegate, or as directed by Council.
126.96.36.199. The Registrar or their delegate may determine the process used for review and comment, per section 133(2) of the Act, including the timelines for submission of comments, unless otherwise directed by Council.
188.8.131.52. The Registrar or their delegate must ensure that before Council considers a motion to adopt or amend a code of ethics or standard of practice, the process for review and comment as outlined in the Act must be completed.
2.3. Nursing Education Program Approval
Council fulfills the functions of NEPAC as referenced in the Regulations.
2.4. Duties and Powers of Council
Council will exercise all the powers and duties granted to a governing council under the Act.
2.5. Composition of Council
2.5.1. Council will be composed of 8 registrant members, and 8 public representatives, as follows, all of whom are voting members of Council:
184.108.40.206. Eight (8) registrants who meet the eligibility requirements in article 2.6 below appointed by Council.
220.127.116.11. Eight (8) public representatives appointed by the Lieutenant Governor in Council in accordance with the Act.
2.5.2. The Chief Executive Officer and Registrar will be a non-voting member of Council.
2.6.1. A registrant is eligible for appointment as a registrant member of Council if they are in good standing on the Registered Nurse Register or the Nurse Practitioner Register.
2.6.2. A registrant is in good standing if they:
18.104.22.168. Have no fees, costs, fines, levies or any other sums owing to the College;
22.214.171.124. Have a valid and current practice permit that is not currently suspended; and
126.96.36.199. Are in compliance with all orders or directions made pursuant to the Act.
2.6.3. Notwithstanding clause 2.6.1, a registrants is not eligible to be appointed as a registrant member of Council or as Chair of Council, or must resign from Council, if they:
188.8.131.52. Are elected to federal or provincial public office;
184.108.40.206. Occupy a senior position (Assistant Deputy Minister or higher) with the Government of Alberta;
220.127.116.11. Are a member or officer of a Health Authority Board;
18.104.22.168. Are an officer or senior employee of a professional association or labour union that represents members of a regulated health profession;
22.214.171.124. As their primary responsibility in the course of their employment represents a health authority or any other nursing employer in collective bargaining or in proceedings under a collective bargaining agreement with registrants;
126.96.36.199. As their primary responsibility in the course of their employment negotiates or sets fees charged by registrants for professional services or guidelines on fees charged by registrants for professional services on behalf of registrants; or
188.8.131.52. Are employed by the College.
2.6.4. Notwithstanding clause 2.5.1, a registrant member is not eligible as a member of Council if they:
184.108.40.206. Have outstanding orders or directions made pursuant to the Act that have not been discharged;
220.127.116.11. Have been formally charged with unprofessional conduct that has not yet been determined by a hearing tribunal;
18.104.22.168. Have been found guilty of unprofessional conduct within the preceding five (5) years; or
22.214.171.124. Have been found guilty of unprofessional conduct related to sexual abuse, sexual misconduct or any sexual boundary violation at any time in any jurisdiction including outside Canada.
2.6.5. Council is responsible for removal of Council members.
2.7. Terms of Office
2.7.1. Except when these Bylaws otherwise provide, the term of office of all registrants members of Council is three (3) years, with approximately one-third of the registrant members appointed each year.
2.7.2. In accordance with Section 5(4) of the Act, a member of Council, continues to hold office after the expiry of that member’s term until a successor is appointed.
2.7.3. Council is empowered to increase or decrease the length of the term of office of registrant members of Council, including those already appointed to a specific term of office, in order to maintain the one-third turnover rate in accordance with article 2.7.1 above.
2.7.4. The registrant members of Council commence their terms of office on October 1 of the year in which they are appointed.
2.7.5. The term of office of a registrant member of Council is renewable once to a maximum of two consecutive terms of service.
2.7.6. The term of Chair is two (2) years with a maximum of two consecutive terms.
2.7.7. Subject to article 2.7.5 above, a registrant member of Council is eligible to fill a vacancy under article 2.12. if at least one (1) year has passed since their last day as a previous registrant member of Council.
2.8. Council Meetings
2.8.1. Council will meet at least three (3) times a year.
2.8.2. Council may meet in person, by teleconference or by any other technology that permits all persons participating in the meeting to communicate with each other.
2.8.3. The Chair may call any additional meetings of Council that the Chair considers necessary.
2.8.4. A member of Council may call an emergency meeting of Council with the agreement of two-thirds (2/3) of the voting members of Council.
2.8.5. When deemed necessary for Council to consider a complaint regarding the Chair, the Chair of the Leadership Review and Governance Committee may call an additional meeting of Council.
2.8.6. Except when Council otherwise directs, Council meetings are open to the public.
2.9.1. A quorum in order to make Council decisions is a majority of the members of Council in attendance.
2.9.2. For the purpose of calculating whether a majority of the members of Council is present for a Council decision, public representative positions on Council to which the Lieutenant Governor in Council has not appointed an individual will not be counted.
2.9.3. Despite 2.9.1 above a bylaw or an amendment to a bylaw requires a 2/3 majority vote.
2.10.1. Voting on matters by Council may be conducted:
126.96.36.199. at a face-to-face or electronic meeting of Council; or
188.8.131.52. with the authorization of the Chair, by a mail, e-mail, video or fax vote, or a vote conducted during an electronic meeting.
2.10.2. Regardless of the voting method, quorum for decision-making will be determined as specified in article 2.9 above, and a decision will be made by a majority vote of the voting members.
2.10.3. The Chair does not vote unless there is a tied vote, in which case the Chair's vote decides the matter.
2.11. Conflicts of Interest
2.11.1. Members of Council are subject to the Conflict of Interest governance policy. All members of Council must:
184.108.40.206. Refrain from attempting to exert influence in connection with issues for which they are in conflict or potential conflict of interest, and
220.127.116.11. Abstain from participating in any hearings, discussions, or voting on such issues pending resolution of the conflict or potential conflict as prescribed by the Conflict of Interest governance policy.
2.12.1. If the position of a registrant member of Council, other than the Chair, becomes vacant for any reason
18.104.22.168. Council will appoint a registrant member who meets the eligibility requirements in article 2.6 above, having regard for the most recent Competencies and Attributes Profile approved by Council.
22.214.171.124. The term of the position will be adjusted to maintain the one-third turnover rate in accordance with article 2.7 above.
2.12.2. Whenever the Chair position is due to become vacant for the upcoming year, Council will elect a Chair from among the voting members of Council.
2.12.3. If a member of Council is in their 3rd consecutive or 6th consecutive year on Council and is elected by Council to serve as Chair, then notwithstanding article 2.5 above:
126.96.36.199. the term of the Chair on Council is extended to four years so that they can complete their two-year term as Chair.
188.8.131.52. the Chair on Council does not need to seek reappointment to Council for their second year as Chair on Council.
2.12.4. If a vacancy occurs in the position of Chair the remaining members of Council may determine whether or not to fill the vacancy and may make such appointments or arrangements as they consider appropriate in the circumstances.
2.13. Termination of Council Membership
2.13.1. A person may make a written complaint to the Chair regarding the conduct of a registrant member or a public representative on Council if the member of Council:
184.108.40.206. has been found to be guilty of an offence under the Criminal Code of Canada; or
220.127.116.11. is or has been engaged in any conduct or activity that undermines the College or its objectives.
2.13.2. On receipt of a written complaint under article 2.13.2 above, the Chair will arrange for an investigation to be conducted in accordance with the process approved by Council.
2.13.3. If, following the investigation conducted under article 2.13.1 above, the Chair determines there are reasonable grounds to believe the Council member who is the subject of the complaint acted contrary to the College policy, or engaged in conduct or activity that undermines the College or its objectives or otherwise acted inappropriately, then the Chair will call a meeting of Council to review and discuss the results of the investigation.
2.13.4. Council will vote on either:
18.104.22.168. the removal of a registrant member of Council, or
22.214.171.124. the recommendation to the Lieutenant Governor in Council that the appointment of the public member be rescinded.
2.13.5. The member of Council who is the subject of the complaint may attend any such meeting of Council and be heard; however, that member will abstain from the vote on the issue and will be absent during the vote on the issue.
2.13.6. If two-thirds or more of the members of Council vote in favour of:
126.96.36.199. Removing a registrant member of Council, then the registrant member will be removed from office effective immediately; or
188.8.131.52. Recommending the appointment of a public representative be rescinded, then Council will recommend the rescindment to the Lieutenant Governor in Council.
2.13.7. If two-thirds or more of Council members do not vote in favour of the removal or rescindment of the appointment of the member of Council, then Council will proceed to consider the seriousness of the issue and may take other action as deemed appropriate.
2.14. Automatic Termination
A registrant member of Council automatically ceases to be a member of Council if any of the following conditions exist. The member:
2.14.1. Is suspended or ceases to be a registrant; or
2.14.2. Has been found to be guilty of unprofessional conduct pursuant to the Act or professional or occupational misconduct or conduct deserving of sanction pursuant to any similar statute.
Appendix A – Transitional