Bill 148 2010

An Act respecting the Ontario Society of Professional Engineers

Her Majesty, by and with the advice and consent of the Legislative Assembly of the Province of Ontario, enacts as follows:

Definitions

   1.  In this Act,

"licensed professional engineer" means an individual who holds a licence to engage in the practice of professional engineering under the Professional Engineers Act; ("ingénieur autorisé")

"Society" means the Ontario Society of Professional Engineers. ("Association")

No effect on rights of professional engineers

   2.  This Act does not affect the rights, obligations, qualifications or requirements related to the practice of engineering in Ontario, including the qualifications required to be a licensed professional engineer.

Society continued

   3.  (1)  The Ontario Society of Professional Engineers is continued as a corporation without share capital under the name Ontario Society of Professional Engineers in English and Association des ingénieurs de l'Ontario in French.

Continuation of members

   (2)  The individuals registered as members of the Society immediately before the day this Act comes into force continue as members of the Society until the registration expires or is terminated.

Continuation of board

   (3)  The individuals who are directors and officers of the Society immediately before the day this Act comes into force continue in the same offices of the Society until replaced or removed.

Objects

   4.  The objects of the Society are,

  (a)  to represent the interests of licensed professional engineers in Ontario, including speaking on their behalf;

  (b)  to encourage the use of professional engineering services in Ontario;

   (c)  to promote and encourage, through its members, participation in the engineering profession;

  (d)  to strive to make the implications of registration with the Society more meaningful in Ontario;

  (e)  to assist licensed professional engineers to achieve and maintain the highest possible standards in the practice of professional engineering;

    (f)  to provide risk management assistance to its members for the benefit of the member's practice and for public protection;

  (g)  to provide affinity and other related services to its members, including sponsoring and making recommendations regarding professional indemnity and other insurances and services that address the business and private needs of its members;

   (h)  to sponsor programs, awards and services that promote excellence in the study and application of professional engineering in Ontario and elsewhere; and

    (i)  to recognize and honour significant achievements made by Ontario's licensed professional engineers.

Capacity and powers

   5.  For the purpose of carrying out its objects, the Society shall have the capacity and powers of a natural person.

Board

   6.  (1)  The board of directors of the Society shall manage the affairs of the Society.

Composition of board

   (2)  The board shall consist of at least six and not more than 15 directors, as the Society may determine from time to time, and the directors shall be elected or appointed from among the members of the Society in accordance with the by-laws.

Quorum

   (3)  A majority of the members of the board constitutes a quorum at any meeting of the board.

Officers

   (4)  The board shall elect or appoint officers from among the members in accordance with the by-laws.

Vacancies

   (5)  In the case of death of any member of the board, the board shall declare the office vacant, and in the case of resignation or incapacity of any member of the board, the board may declare the office vacant.

Same

   (6)  If the board declares an office vacant under subsection (5), the board shall fill the vacancy in accordance with the by-laws for the balance of the unexpired term.

Resignation

   (7)  For the purposes of subsection (5), the board may by resolution declare that the director has resigned if,

  (a)  the director is absent from three consecutive regular meetings of the board and the board did not, by a motion recorded in the minutes, give its consent to any of those absences; or

  (b)  the director's registration is cancelled or suspended.

Advisory board

   (8)  The Society may, by by-law, provide for the appointment by the board of an honorary advisory board that shall advise the Society on matters relating to the objects of the Society and the honorary advisory board shall consist of individuals who are not members of the Society, not exceeding six.

Committees

   (9)  The board shall appoint any standing committees that are required by the by-laws and may appoint any other committees that are permitted by the by-laws.

Application for membership

   7.  (1)  An individual may apply for membership in the Society in accordance with the Society's by-laws.

Eligibility

   (2)  An individual is eligible to be a member if he or she,

  (a)  is 18 years of age or older;

  (b)  is and continues to be of good character; and

   (c)  meets the education, experience or other requirements specified by the by-laws.

Proxies

   8.  At any meeting, members of the Society may vote by proxy in accordance with the by-laws, but only if the proxy is exercised by a member of the Society.

By-laws

   9.  (1)  The Society may make by-laws governing the management of the Society and the conduct and administration of the Society's affairs, including,

  (a)  for the purposes of clause 7 (2) (c), specifying the education, experience or other requirements that must be met by an individual to become a member of the Society;

  (b)  prescribing fees payable to the Society by its members;

   (c)  providing for the manner of nominating, electing or appointing directors and for the term of office of directors;

  (d)  governing the calling, holding and conduct of meetings of the board of directors of the Society and meetings of the Society;

  (e)  providing for the governance of the Society;

    (f)  establishing an insurance committee and any other committees;

  (g)  governing the acquisition and disposition of real and personal property; and

   (h)  providing for the ownership of shares or membership interest in an insurance or insurance related corporation that was incorporated for the purpose of providing insurance or services ancillary to the insurance to,

           (i)  members of the Society,

          (ii)  licensed professional engineers, or

         (iii)  individuals who are authorized to engage in the practice of engineering in a jurisdiction other than Ontario.

Confirmation

   (2)  A by-law passed under subsection (1) or a repeal, amendment or re-enactment of a by-law passed under subsection (1), is only effective until the next annual meeting of the members unless,

  (a)  it is confirmed before the annual meeting at a general meeting of the members called for that purpose; or

  (b)  it is confirmed at the annual meeting.

Same

   (3)  If a by-law, repeal, amendment or re-enactment of a by-law is not confirmed under clause (2) (a) or (b), no new by-law of the same or similar substance is effective until it is confirmed in accordance with clause (2) (a) or (b).

Inspection of by-laws

   (4)  The board of directors of the Society shall make the Society's by-laws available for public inspection at the Society's head office and shall post the by-laws on the Society's website, if any.

Continuation of by-laws

   (5)  Any by-law that was enacted before the day this Act comes into force and is consistent with this Act shall be continued as a by-law of the Society until amended or revoked.

Modification of by-laws

   (6)  Any by-law that was enacted before the day this Act comes into force but is not consistent with this Act shall be modified as necessary by the Society.

Same

   (7)  For the purposes of subsection (6), the Society shall hold a meeting within 180 days after the day this Act comes into force.

Surplus

   10.  Any surplus obtained from carrying on the business of the Society shall only be used for promoting and carrying out its objects in accordance with this Act and the by-laws and shall not be divided among its members.

Commencement

   11.  This Act comes into force on the day it receives Royal Assent.

Short title

   12.  The short title of this Act is the Ontario Society of Professional Engineers Act, 2010.

 

EXPLANATORY NOTE

The Bill continues the Ontario Society of Professional Engineers, a corporation without share capital.

Definitions and Interpretation (sections 1 and 2): The Bill sets out definitions and states that it does not affect the rights, obligations, qualifications or requirements related to the practice of engineering in Ontario.

The Association (sections 3 to 5):  The objects of the Society are specified, and include representing the interests of licensed professional engineers in Ontario.  The Society has the capacity and powers of a natural person.

The Board (section 6): The board of directors manages the affairs of the Society and is composed of its members.  The Society can provide for the appointment of an honorary advisory board to advise the Society.

Membership and Proxies (sections 7 and 8): An individual is eligible to be a member of the Society if he or she is at least 18 years old, is of good character and meets the education, experience or other requirements specified by the by-laws.  Members may vote by proxy.

By-laws (section 9):  The Society's by-law making powers are set out. They include the power to make by-laws providing for the governance of the Society.

Surplus (section 10):  Surplus obtained from carrying on the Society's business cannot be divided among the Society's members.