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BY-LAW 2:
COUNCIL AND COMMITTEES

Approved by Council: March 3, 2023

2. ELECTIONS, APPOINTMENTS & DUTIES OF COUNCIL AND COMMITTEE MEMBERS

 

Appointment Process
2.01 a) The appointment of Professional Committee Appointees will be made by the Registrar, provided the individual meets the eligibility criteria set out in Article 2.07 and 2.09. These Members will be appointed based on consideration of their experience, qualifications, abilities, and willingness to serve.
  b) The appointment of a Public Committee Appointee will be made by the Registrar, provided the individual meets the eligibility criteria set out in Article 2.07 and 2.10. These Members will be appointed based on consideration of their experience, qualifications, abilities, and willingness to serve.
Election Districts
2.02 For the purpose of the election of Council Members, the electoral districts are as follows:
  a) Electoral district 1 is composed of the territorial districts of Kenora, Rainy River and Thunder Bay.
  b) Electoral district 2 is composed of the territorial districts of Cochrane, Timiskaming, Sudbury, Algoma, Manitoulin, Parry Sound, Nipissing and Muskoka.
  c) Electoral district 3 is composed of the geographic areas of Frontenac, Hastings, Lanark, Prince Edward, Renfrew, Leeds and Grenville, Lennox and Addington, Prescott and Russell, Stormont, Dundas and Glengarry and Ottawa.
  d) Electoral district 4 is composed of the geographic areas of Haliburton, Kawartha Lakes, Peterborough, Northumberland, Simcoe, Durham, York, Peel and Toronto.
  e) Electoral district 5 is composed of geographic areas of Halton, Hamilton, Niagara, Waterloo, Haldimand, Norfolk, Brant, Dufferin and Wellington.
  f) Electoral district 6 is composed of geographic areas of Grey, Bruce, Huron, Perth, Middlesex, Oxford, Elgin, Lambton, Chatham-Kent and Essex.
  g) Electoral district 7 is composed of the whole of the province of Ontario.
2.03 Nine Members of the CRTO shall be elected to the Council with one (1) Council Member for each of electoral districts 1, 2, 3, 6 and 7 and two (2) Council Members for each of electoral districts 4 and 5.
Years of Elections
2.04 An election of Council Members shall be held on a day fixed by the Registrar:
  a) in October 2023 and in October in every third (3rd) year after that for each of electoral districts 3, 4 and 6; and
  b) in October 2024 and in October in every third (3rd) year after that for each of electoral districts 1, 2, 5 and 7.
2.05 The nomination or election deadlines may be extended if the Registrar determines that there are exceptional circumstances to warrant an extension.
Members’ Eligibility for Elections
2.06 A Member is eligible to vote by electronic ballot in an electoral district if:
  a) on the day the voting opens, the Member principally practises the profession in that district; or
  b) the Member is not practising the profession on the day the voting opens, the Member principally resides in that district.
2.07 A Member is eligible for election as a Council Member, in electoral districts 1, 2, 3, 4, 5 and 6 or for appointment to fill a vacancy in one of those districts if,
  a) on the date of the nomination through to the date of election or on the date of the appointment, the member:
    i. subject to these By-Law, practises or resides in the electoral district for which they are seeking election or appointment;
    ii. holds a General or Limited certificate of registration;
    iii. is not running for election in another electoral district;
    iv. is not in default of the payment of any fees;
    v. is not the subject of any current or past disciplinary or incapacity proceeding by a body that governs this profession in any jurisdiction;
    vi. is not the subject of any current or past disciplinary or incapacity proceedings by a body that governs any other profession in any jurisdiction;
    vii. holds a certificate of registration that is not subject to a term, condition or limitation arising from a professional misconduct, incompetence, incapacity or quality assurance proceeding;
    viii. has not been found guilty by a court or other lawful authority (unless it has been reversed on appeal or judicial review) of:
      1. a criminal offence;
      2. any offence relating the prescribing, compounding, dispensing, selling or administering of drugs; or
      3. any offence relevant to their suitability to be licensed or registered with any professional regulatory body;
    ix. is not an employee, director, officer, or elected member of any provincial or national professional association or special interest group related to the profession;
    x. is not an appointed committee Chairperson or member of a committee of any provincial or national respiratory therapy associations; such that it is reasonable to expect that a real or apparent conflict of interest may arise;
    xi. is not an elected representative, director, officer or employee of, or a party to a contractual relationship to provide services;
    xii. if running for election, is nominated by three (3) voters who are eligible to vote pursuant to this By-Law;
    xiii. if running for election has completed the nomination form in the format provided by the Registrar and submitted it to the CRTO electronically by the deadline set by the Registrar; and
    xiv. completes the College’s orientation online module relating to the duties, obligations and expectations of Council and Committee members prior to the date of nomination.
  b) within the twelve (12) months before the date of the nomination or appointment, the member has not been:
    i. an employee of the CRTO; or
    ii. an employee, director, officer, or elected member of a working group or Committee of an organization which develops or produces “entry to practice” examinations related to the profession; or
    iii. in a position that could create an actual, potential, or perceived conflict of interest with respect to their Council duties.
  c) within the six (6) years before the date of the nomination or appointment, the member has not been disqualified from sitting on the Council or Committee Appointee.
  d) within the six (6) years before the date of the nomination or appointment, the member has not:
    i. had their certificate of registration suspended as a result of a professional misconduct, incompetence or incapacity proceeding;
    ii. had their certificate of registration revoked as a result of a professional misconduct, incompetence or incapacity proceeding; or
    iii. received a new certificate of registration following revocation of their certificate of registration as a result of a professional misconduct, incompetence or incapacity proceeding.
2.08 A Member is eligible for election as a Council Member in electoral district 7 or for appointment to fill a vacancy in that district if,
  a) on the date of the nomination through to the date of the election or appointment the member meets the criteria in Article 2.07 (except for article (a)i); and
  b) is a faculty member employed by one of the approved Respiratory Therapy educational programs in Ontario.
Professional Committee Appointees Eligibility
2.09 A member of the profession is eligible to be appointed as a Professional Committee Appointee if, on the date of appointment they meet all the requirements outlined in Article 2.07 as well as the following:
  a) They complete an application provided by the Registrar.
  b) They practice and reside in Ontario.
Public Committee Appointees Eligibility
2.10 A member of the public is eligible to be appointed as a Public Committee Member if, on the date of appointment they meet all the requirements outlined in Article 2.07 (except for Articles a) i – v and a) vii) as well as the following:
  a) They reside in Ontario;
  b) They complete an application provided by the Registrar.
Terms of Office
2.11 a) The term of office of an elected Council Member is three years. The maximum length of service of a Council Member is nine (9) consecutive years.
  b) The term of office of a Professional Committee Appointee or a Public Committee Appointee is one (1) year. There is no maximum length of service of a Professional Committee Appointee or a Public Committee Appointee.
2.12 a) The term of office of a Council member begins with the first regular Council meeting following the election and the Council Member shall continue to serve until their successor takes office in accordance with this By-Law unless the member is disqualified under these By-Laws, or as set out in the RHPA.
  b) The term of office of a Public Committee Appointee or a Professional Committee Appointee begins on the date of their appointment to a committee and they shall continue to serve until their term has ended or they are disqualified under these By-Laws.
Nominations for Council Members
2.13 If the number of candidates nominated for an electoral district is equal to the number of Members to be elected in the electoral district, the Registrar shall declare the candidates to be elected by acclamation.
2.14 If the number of Council Member candidates nominated for an electoral district is fewer than the number of Council Members to be elected in the electoral district, the Council may do any one of the following, subject to the provisions of the Act.
  a) direct the Registrar to hold an election for Council Members; or
  b) declare the candidates for Council to be elected by acclamation and direct the Registrar to hold an election for the remaining Council Member positions; or
  c) declare the candidates for Council members to be elected by acclamation and direct the Executive Committee to appoint Members for the remaining positions.
Voting Process
2.15 The Registrar shall set the date for an election annually in accordance with Article 2.04.
2.16 The Registrar shall establish procedures and set any necessary deadlines including procedures and deadlines relating to the receiving of nominations, candidate statements and votes.
2.17 Except for an election in which the Registrar has declared a candidate elected to Council by acclamation, the Registrar shall, at least 30 days before the date of an election, send to every Member entitled to vote in the election:
  a) access to an electronic ballot listing all eligible candidates;
  b) instructions for voting, including information on the electronic voting process; and
  c) each candidate’s statement.
2.18 Any eligible voter who did not receive access to their election ballot must send their request for access in writing to the Registrar. The request must be sent from the Member’s email address on file with the CRTO. The Registrar shall provide the Member with such access provided the request is received at least 48 hours before the election day.
2.19 A Member may cast as many votes on a ballot as there are Members to be elected from the electoral district in which the member is eligible to vote.
2.20 Only electronic ballots cast no later than 4:00 p.m. on the last day of the election period will be counted.
2.21 The candidate who receives the most votes for the position they are running for is elected.
2.22 A Member shall not cast more than one vote for any one candidate.
2.23 If there is a tie, the Registrar shall break the tie, by lot.
2.24 A candidate may request a recount by giving written notice to the Registrar within ten (10) days of notification of the results of the election.
2.25 The Registrar shall hold the recount no more than fifteen (15) days after receiving the request.
2.26 The election process and the counting of votes will be overseen by an external third party (the “scrutineer”) selected by the Executive Committee. The scrutineer will be announced to the membership at the beginning of the nomination period.
2.27 As soon as feasible after the votes have been tallied, the Registrar shall:
  a) advise each eligible candidate of the results of the election, the number of votes they received and the candidate’s right to request a recount in accordance with article 2.24
  b) report the results to the CRTO members and Council.
Disqualification
2.28 An Council Member, a Professional Committee Appointee or a Public Committee Appointee is disqualified from sitting on the Council or committee if they:
  a) are found to have committed an act of professional misconduct or are found to be incompetent by a panel of the Discipline Committee;
  b) are found to be incapacitated by a panel of the Fitness to Practise Committee;
  c) become the subject of a discipline or incapacity proceeding;
  d) fail, without reasonable justification, to attend two (2) meetings of the Council or of a Committee of which they are a member during their term;
  e) fail, without reasonable justification, to attend a panel for which they have been selected;
  f) fail to fulfil the duties of Council Member and Committee Appointee in accordance with Schedule A: Code of Conduct & Conflict of Interest of this By-Law;
  g) breaches the confidentiality policy of the CRTO;
  h) in the case of districts 1, 2, 3, 4, 5 and 6, ceases to practise and/or reside in the electoral district for which they were elected;
  i) in the case of district 7, ceases to be a faculty member for more than ninety (90) days;
  j) in the case of an elected Council Member or a Professional Committee Appointee ceases to hold a current General or Limited certificate of registration;
  k) become or have been found by the Council to be:
    i. an employee of the CRTO;
    ii. an employee, director, officer, or elected member of a professional association, special interest group related to the profession; or
    iii. an employee, director, officer, or elected member of a working group or Committee of an organization which develops examinations related to the profession; or
    iv. holding a position that could create an actual, potential, or perceived conflict of interest with respect to their Council duties.
  l) have been found by the Council to have been ineligible for election or appointment in accordance with the By-Laws; or
  m) fail, in the opinion of Council, to discharge properly or honestly any office to which they have been elected or appointed.
2.29 a) A Professional Council Member who is disqualified from sitting on the Council ceases to be a Council Member.
  b) Where a Public Council Member is disqualified from sitting on the Council, the Council will send a report to the Public Appointments Secretariat requesting the removal of the member concerned from the Council.
  c) A Professional Committee Appointee who is disqualified ceases to be a Professional Committee Appointee.
  d)

 A Public Committee Appointee who is disqualified ceases to be a Public Committee Appointee.
2.30 If the seat of an elected Council Member becomes vacant less than twelve (12) months before the expiry of the term of office, the Council may:
  a) direct the Registrar to hold an election; or
  b) leave the seat vacant.
2.31 If the seat of an elected Council Member becomes vacant twelve (12) months or more before the expiry of the term of office, the Registrar shall hold an election as soon as possible.
2.32 The term of a Council Member appointed or elected to fill a vacancy shall continue until the time the former Council Member’s term would have expired.
2.33 A Council Member, Professional Committee Appointee or Public Committee Appointee who wishes to apply for employment with the CRTO must resign from the Council or Committee position before applying to the CRTO for employment.

3. CODE OF CONDUCT AND CONFLICT OF INTEREST FOR COUNCIL & COMMITTEE MEMBERS

3.01 All Council and Committee Members shall abide by the Code of Conduct and the rules regarding Conflict of interest included in Schedule A of this By-Law.
3.02 The Code of Conduct for Council and Committee Members forms Schedule A of this By-Law. Council and Committee Members must sign the CRTO’s Code of Conduct and Conflict of Interest Agreement prior to the start of each meeting.
3.03 Council shall be entitled to adopt such rules of order as it deems appropriate to govern the conduct of each Board meeting; provided that, in the event of a conflict between such rules of order and one or more provisions of the RHPA, the Act or the CRTO By-Laws, the provisions of the RHPA, the Act, or the By-Laws shall prevail.
3.04 All Council and Committee Members shall abide by the Rules of Order included in Schedule B of this By-Law.

4. COUNCIL MEETINGS

4.01 The Council shall hold,
a) at least four (4) regularly scheduled meetings per year, which shall be called by the President;
b) special meetings which may be called by the President, or by any five (5) Council Members who deposit with the Registrar a written requisition for the meeting containing the matter or matters for decision at the meeting.
4.02 Meetings of the Council shall take place in Ontario at a place, date and time designated by the President or the five (5) Council Members calling the meeting.
4.03 The Registrar shall cause each Council Member to be notified of the place, date and time of a Council meeting at least fourteen (14) days before a meeting.
4.04 Council meeting materials will be posted publicly at least two (2) weeks prior to the posted Council date. A supplemental posting for any updated or additional agenda items will be posted one (1) week before the meeting, as needed.
4.05 The Registrar shall cause to be included in or with the notification of a special meeting the matter or matters for decision contained in the requisition of the meeting deposited with them.
4.06 A Council Member may, at any time, waive notice of a meeting.
4.07 A Council meeting may consider or transact,
a) at a special meeting, only the matter or matters for decision at the meeting contained in the requisition deposited with the Registrar,
b) at a regular meeting:
i. matters brought by the Executive Committee;
ii. recommendations from Committees;
iii. motions of which a notice of motion was given by a Council Member at the preceding Council meeting; and
iv. matters which the Council Members may agree to decide by a two-thirds (2/3) vote of those in attendance,
c) at any meeting, routine and procedural matters in accordance with the rules of order as defined in Schedule B of this By-Law.
4.08 A majority (more than 50%) of Council Members shall constitute a quorum.
4.09 The President shall organize an agenda for each Council meeting.
4.10 The President, or their appointee for the purpose, shall preside over meetings of the Council.
4.11 Matters shall be decided by vote as follows:
a) Making amending and revoking the By-Law and regulations shall require a two-thirds (2/3) majority vote of those Council Members in attendance.
b) Unless otherwise required by law or by this By-Law, every motion which properly comes before the Council may be decided by a simple majority of the votes cast at the meeting by those Council Members in attendance.
c) If there is a tie vote on a motion, the motion shall be defeated.
4.12 Except where a secret ballot is required, every vote at a Council meeting shall be by a show of hands but, if any two (2) Council Members so require, the presiding officer shall require the Council Members voting in the affirmative and in the negative, respectively, to stand until they are counted and, in either case, the presiding officer shall declare the result and their declaration is final.
4.13 The presiding officer shall cause minutes to be taken of the proceedings of the Council meeting, and the minutes, when approved at a subsequent Council meeting are prima facie proof of the accuracy of the contents of the minutes and are open to the public, except for those portions of the minutes which relate to parts of the meeting held in-camera.
4.14 Council meetings are open to the public in accordance with section 7 of the Code. Council may exclude the public from a meeting, or part of a meeting, as defined in the Code through an in-camera motion.
a) If Council goes in-camera the meeting minutes must record the reason for the in-camera session. The in-camera portion of the meeting should last only as long as required to discuss the issue or portion of the issue that requires the in-camera session.
4.15 Any meetings of the Council may be held in any manner that allows all persons participating to communicate with each other simultaneously and instantaneously.
4.16 The rules of order in Schedule B of this By-Law apply to meetings of the Council and Committees. In all cases not provided for by these rules, the most recent edition of Roberts Rules of Order, as published from time to time, shall be followed so far as they may be applicable to the Council and Committees, provided that said Rules of Order are not inconsistent with the RHPA, the Regulations or By-Laws of the CRTO. Where such inconsistency exists, the RHPA, the Regulations or By-Laws of the CRTO shall govern.

5. EXECUTIVE COMMITTEE

5.01 The Executive Committee shall be elected from the sitting Council Members and composed of:
a) three (3) Council Members who are Members of the CRTO; and
b) two (2) public Council Members.
5.02 The President and Vice-President of the Council shall be included in the membership of the Executive Committee.
a) The President of the Council shall be the Chair of the Executive Committee.
b) The Vice-President of the Council shall be the Vice-Chair of the Executive Committee.
c) If the immediate Past President is still a Council Member, but they are not elected to the Executive Committee, they shall be an ex-officio member of the Executive Committee without the right to vote or be counted for a quorum.
5.03 The Council shall, at the first meeting following each regularly scheduled election, or at least annually, elect from amongst those Council Members in attendance, a President, Vice-President, and three (3) other Council Members to the Executive Committee to hold office for a one (1) year term.
5.04 Nominations for the Executive Committee:
a) The Registrar shall send a notice of elections and a call for nominations for the positions of President, Vice-President, and the three (3) additional members of the Executive Committee, to all Council Members by November 1 each year.
b) Candidates for election to the Executive Committee must be nominated by at least two (2) members of Council and cannot nominate themselves.
c) Nominations may be submitted at any time prior to the election, and additional nominations will be accepted from the floor on the day of the election.
d) Notwithstanding Article 5.05 (b) of this By-Law, where the Registrar does not receive sufficient interest for any of the five (5) Executive Committee positions by 21 days prior to the election date, a Nomination Committee will be established to seek nominations for those remaining Committee positions.
e) The Nomination Committee will consist of at least two (2) members of Council who are not running for election to the Executive Committee, at least one of whom shall be a public member and at least one of whom shall be a professional member.
5.05 a) The election of the President, Vice-President and Executive Committee shall be by secret ballot, in accordance with the policies and procedures approved by Council and, where more than two (2) Council Members are nominated, the nominee who receives the lowest number of votes on each ballot shall be deleted from nomination unless one nominee receives a majority of the votes cast on the ballot, and this procedure shall be followed until one (1) nominee receives a majority of the votes cast.
b) The election will be conducted by the Registrar and will be the first order of business at the first Council meeting following a general election, or where there is no general election of Council Members, will correspond to the date of when the election would have been held in other years.
c) The Registrar will make a call for nominations for the positions of President, Vice-President, and three other Executive Committee Members, proceeding in that order.
d) Once all elections are completed the Registrar will ensure the ballots are destroyed.
5.06 a) If the office of the President becomes vacant, the Vice-President shall serve as President until the Council holds an election for the position of President at the next regular meeting or at a special meeting which the Vice- President may call for that purpose.
b) Any further Executive Committee vacancies shall be dealt with under Article 5.05 of this By-Law.
5.07 Unless otherwise specified in this By-Law, the Executive Committee:
a) annually selects and appoints the members, a Chair and Vice-Chair for each remaining Committee;
b) oversees the financial management of the CRTO; and
c) reviews the CRTO’s annual operating budget for approval at the last Council meeting of the fiscal year.
5.08 In selecting the members for each Statutory Committee and Non-Statutory Committee, the Executive Committee shall:
a) provide each Council Member, Public Committee Appointee and Professional Committee Appointee the opportunity to express their preferences with respect to committees;
b) appoint Council Members, Public Committee Appointee and Professional Committee Appointees to sit on committees, giving due consideration to:
i. the preferences expressed by the members;
ii. the number of members required;
iii. the desirability of providing a mix of experienced and new members on committees;
iv. the skills and competencies of the members; and
v. any other relevant factors.
c) for Professional Committee Appointees, appoint only from the pool of Professional Committee Appointees elected or appointed under Article 2.24, 2.25 and 2.27 of this By-Law.
d) for Public Committee Appointees, appoint only from the pool for Public Committee Appointees appointed pursuant to the By-Laws.
5.09 The President shall:
a) fulfil the responsibilities of the position in accordance with the RHPA, the Regulations, the By-Laws and the Policies and Procedures of the CRTO;
b) chair all meetings of the Council;
c) be the Chair of the Executive Committee;
d) administer the Registrar’s performance appraisal; and
e) attend all Committee meetings as they deem appropriate and with the express permission of the Committee chair.
5.10 The Vice-President shall:
a) generally assist the President;
b) exercise the powers and duties of the President during the President’s absence or inability to act;
c) perform such other duties as may be assigned by the Council; and
d) administer the Registrar’s performance appraisal.
5.11 Each Executive Committee Member shall perform such duties as may be assigned by the Executive Committee.
5.12 A quorum shall consist of a majority of the voting members of the Committee, at least one of whom is a public Council Member.

6. POWERS OF COUNCIL AND EXECUTIVE COMMITTEE

6.01 The Council shall have full power with respect to the affairs of the CRTO, including making, amending the By-Law and revoking Regulations.  No Regulation or By-Law or resolution passed or made by the Council, or any other action taken by the Council, requires confirmation or ratification by the Members of the CRTO in order to become valid or to bind the CRTO.
6.02 As set out in the RHPA, the Executive Committee has, between Council meetings, all the powers of Council with respect to any matter that, in the Committee’s opinion, requires immediate attention, other than the power to make or amend the By-Law, or amend or revoke a Regulation.

7. COMMITTEES

7.01 Council may, from time to time, create Non-Statutory committees. The creation or dissolution of such a Committee requires a motion from Council. Non-Statutory Committees may be supported by legal and/or technical consultants as required.
7.02 In appointing members to any Committee, Council Members, Public Committee Appointee or Professional Committee Appointees may be appointed unless the By-Law or policies of the CRTO provide otherwise.
7.03 Appointments to Committees remain in effect until the member is re-assigned, resigns, retires or is disqualified.
7.04 Any Member of the Committee is eligible to be appointed as Chair or Vice-Chair by the Executive Committee. Appointments are made at the conclusion of the last Council meeting of the calendar year.
a) The term of all Chair and Vice-Chair positions is one (1) year with the opportunity for reappointments.
b) Appointments to Chair and Vice Chair positions shall be made utilizing the CRTO’s appointment guidelines.
7.05 Committee Chairs shall:
a) preside over meetings of the Committee;
b) ensure minutes are recorded and review minutes prior to distribution to the Committee;
c) approve per diem and expense payment for Committee Members;
d) identify attendance or other problems with Committee Members.
7.06 Committee Vice-Chairs shall:
a) assist the Committee Chair;
b) exercise the duties of the Chair during the Chair’s absence or inability to act; and
c) perform other may be assigned by the Chair.

8. REGISTRATION COMMITTEE

8.01 The Registration Committee shall consist of at least five (5) voting members with:
a) at least one (1) professional Council Member;
b) at least one (1) public Council Member;
c) at least two (2) Professional Committee Appointees; and
d) an academic member of Council.
e) up to one Public Member Appointee.
8.02 A panel of the Registration Committee shall consist of at least three (3) members of the Committee, at least one of whom must be a Professional Council Member or Professional Committee Appointee, and at least one of whom must be a public Council Member.

9. INQUIRIES, COMPLAINTS AND REPORTS COMMITTEE

9.01 The Inquiries, Complaints and Reports Committee shall consist of at least eight (8) voting members with:
a) at least two (2) Council Members who are Members of the CRTO;
b) at least two (2) public Council Members; and
c) at least two (2) Professional Committee Appointees.
d) up to one (1) Public Member Appointee.
9.02 A panel of the Inquiries, Complaints and Reports Committee shall consist of at least three (3) members of the Committee, at least one of whom must be a Professional Council Member or Professional Committee Appointee, and at least one of whom must be a public Council Member.

10. DISCIPLINE COMMITTEE

10.01 The Discipline Committee shall consist of at least five (5) voting members with:
a) at least one (1) Professional Council Member;
b) at least two (2) public Council Members; and
c) at least one (1) Professional Committee Appointee.
d) up to one (1) Public Member Appointee.

11. FITNESS TO PRACTISE COMMITTEE

11.01 The Fitness to Practise Committee shall consist of at least five (5) voting members with:
a) at least one (1) Professional Council Member;
b) at least two (2) public Council Members; and
c) at least one (1) Professional Committee Appointee.
d) up to one (1) Public Member Appointee.

12. QUALITY ASSURANCE COMMITTEE

12.01 The Quality Assurance Committee shall consist of at least five (5) voting members with:
a) at least one (1) Professional Council Member;
b) at least one (1) public Council Member or Public Committee Appointee; and
c) at least two (2) Professional Committee Appointees.
d) A panel of the Quality Assurance Committee shall consist of at least three (3) members of the Committee, at least one of whom must be a Professional Council Member or Professional Committee Appointee, and at least one of whom must be a public Council Member or Public Committee Appointee.

13. PATIENT RELATIONS COMMITTEE

13.01 The Patient Relations Committee shall consist of at least five (5) voting members with:
a) at least one (1) Professional Council Member;
b) at least one (1) public Council Member or Public Committee Appointee; and
c) at least two (2) Professional Committee Appointees.

14. COMMITTEE MEETINGS

14.01 Each Committee shall meet at the call of its Chair, at a place in Ontario, subject to Article 14.09 of this By-Law, on a date and time designated by the Chair.
14.02 Committees shall operate in accordance with the Policies and Procedures of the CRTO.
14.03 No formal notice is required for a meeting of a Committee but reasonable efforts will be made to notify all the Committee Members informally of every meeting and to arrange meeting dates and times for the convenience of the Committee Members.
14.04 Committee meeting materials are posted at least one (1) week prior to the scheduled Committee meeting date.
14.05 Unless otherwise provided in the Code or specified in the By-Law, a majority (more than 50%) of the actual members of a Committee constitutes a quorum.
14.06 The Chair, or their appointee for the purpose, shall preside over meetings of the Committee.
14.07 Every motion which comes before a Committee may be decided by a majority of the votes cast at the meeting, including the presiding officer’s and, in the case of a tie vote, the motion is defeated.
14.08 The presiding officer shall cause minutes to be taken of the proceedings of the Committee meeting.
14.09 Meetings of any Committee or of panels, may be held in any manner that allows all persons participating to communicate with each other simultaneously and instantaneously.  This includes in person, by teleconference, by videoconference, or other means that satisfy Committee Members.

15. REMUNERATION

15.01 The fees payable for honoraria and expenses of Council, Committees and Working Group members who are Members of the CRTO shall be as set in Policy.
15.02 Council Members who are appointed by the Lieutenant Governor in Council will be paid honoraria and expenses by the Health Boards Secretariat of the Government of Ontario.

16. INDEMNIFICATION AND DIRECTORS INSURANCE

16.01 Every Council Member, Professional Committee Appointee, Public Member Appointee, officer, employee or appointee of the CRTO, including independent contractors, assessors, investigators and inspectors, and each of their heirs, executors, administrators and estate, respectively, shall from time to time and at all times be indemnified and saved harmless out of the funds of the CRTO from and against:
a) any liability and all costs, charges and expenses that such person sustains or incurs in respect of any action, suit or proceeding that is proposed or commenced against such person for or respect of anything done or permitted by the person in respect of the execution of the duties of such person’s office; and
b) subject to the Policies and Procedures of the CRTO and the Government of Ontario, all costs, charges or expenses that such person sustains or incurs in respect of the affairs of the CRTO, except any liability or costs, charges or expenses occasioned by such person’s wilful neglect or default.
16.02 The CRTO shall at all times maintain “Errors and Omissions Insurance” covering the Council Members and Committees, staff members, independent contractors or officers of the CRTO.