1. Name
The name of this Conference of the Canadian Bar Association (the Association) is the Legal Profession Assistance Conference (LPAC).
2. Objects
The Legal Profession Assistance Conference (LPAC) recognizes that personal problems, mental health issues and addiction significantly affect a person’s ability to function personally and professionally. It is the responsibility of the legal profession to assist its members and their families who experience, or are at risk of experiencing, such difficulties.
The objects of LPAC are:
a) To promote, support and assist in the establishment and continuation of local provincial and territorial programs designed to recognize and identify alcohol, drug and other chemical substance abuse problems, stress, burnout and other personal and emotional problems, and to assist in the rehabilitation of law students, lawyers, judges and related professional staff, through prevention, loss prevention and wellness.
b) To coordinate the assembly and exchange of information among local programs and to provide technical and professional information to local programs.
c) To raise the awareness at the national level of the incidence of alcohol, drug and other chemical substance abuse problems, stress, burnout, and other personal and emotional problems, and to provide assistance to local programs and to professional and regulatory bodies relating to these problems and to the control and prevention of, and recovery and rehabilitation from them.
3. Membership and Affiliation
This By-Law has been adopted subject to the Constitution and By-Laws of the Association.
3.1 Any member in good standing of the Association with an interest in the objects and activities of LPAC is eligible for membership in LPAC.
3.2 Application for membership in LPAC shall be in the form and manner prescribed by the Association, and shall be accompanied by the full amount of the dues prescribed.
3.3 Affiliates Individuals, corporations, firms or other organizations interested in the objects and activities of LPAC, who are not eligible for membership in the Association, and who meet any criteria established by the Board of LPAC, may be affiliates of LPAC.
3.4 Affiliates have the right to attend meetings and participate in the activities of LPAC and shall have a deliberative voice in the activities of LPAC but shall not have the right to vote, to hold office, or to propose or second resolutions.
3.5 Application for affiliation with LPAC shall be in the form and manner prescribed by the Association, and shall be accompanied by the full amount of the dues prescribed and, in the case of an applicant who is not an individual, the name of the person designated to be the organization’s representative in LPAC.
3.6 Application for affiliation shall be considered by the Board of LPAC and approved by majority vote of the Board. Renewal shall be at the request of the affiliate, subject to approval by the Board.
3.7 Dues for affiliation with LPAC are the same as for associate membership in the Association, payable upon enrolment and thereafter annually in advance.
3.8 Any member or affiliate of LPAC whose annual dues are more than five months past due shall cease to be a member or affiliate of LPAC.
4. Recruitment and Participation
4.1 The Board of Directors of LPAC shall endeavor to recruit members or affiliates from the Legal Assistance Program in each province and territory, and from each Branch, National Section and National Conference of the Association, and shall encourage them to participate in LPAC activities.
4.2 The Board of Directors of LPAC shall endeavor to recruit members and affiliates who reflect the diversity of the Association’s membership, and shall encourage them to participate in LPAC activities.
5. Board of Directors
5.1 Composition
The Board of Directors of LPAC shall be composed of nine Directors, as follows:
(a) six Directors who, to the extent possible, shall represent the following regions:
i) British Columbia;
ii) Alberta, Northwest Territories and Yukon;
iii) Saskatchewan, Manitoba and Nunavut;
iv) Ontario;
v) Quebec; and
vi) the Atlantic Provinces;
(b) one Director named by the Canadian Judges’ Forum;
(c) one Director named by the Canadian Bar Insurance Association; and
(d) the Executive Director of LPAC, who is a non-voting Director.
5.2 PowersThe Board of Directors is accountable for ensuring that LPAC achieves its objectives, and has the powers and duties necessary to supervise and control the affairs of LPAC.
5.3 Committees The Board of Directors may appoint committees, with the members, duties, term and quorum it deems necessary or advisable. At least one member of each committee shall be a Director.
5.4 Remuneration Directors other than the Executive Director shall not receive any compensation or remuneration for their services as Directors but may receive reimbursement of reasonable expenses incurred in the performance of their duties for or on behalf of LPAC.
6. Officers
6.1 The officers of LPAC are the Chair, the Vice-Chair, the Secretary-Treasurer and the Immediate Past Chair.
6.2 Duties of Officers
The Chair is the principal officer of LPAC. The Chair presides over all meetings of LPAC and the Board and, subject to the direction of the Board, supervises the work of all Board committees. The Chair shall take such action necessary to promote the policies prescribed by the Association, LPAC and the Board.
The Vice-Chair performs the duties of the Chair in the Chair’s absence. The Vice-Chair performs other duties that the Chair or the Board may direct.
The Secretary-Treasurer consults with and assists the officers in the work of the Board and ensures that proper records and financial reports are kept.
The Immediate Past Chair assists the officers in the performance of their duties as they deem appropriate.
7. Term of Office
7.1 Directors who are not officers are elected for a term of two years, and may be re-elected for two additional terms, for a maximum service of six years.
7.2 Where possible, entry to an office of LPAC is by election to the position of Secretary-Treasurer. Thereafter, the Officer properly discharging the duties of the office sequentially occupies each of the offices through to Immediate Past Chair.
7.3 The term of office for Officers and other Directors begins at the annual meeting of LPAC and continues for two years, terminating at the annual meeting.
8. Nominations and Elections
8.1 A Nominating Committee composed of the Chair as chair, the Vice-Chair, and the Immediate Past Chair shall nominate at least one member for the office of Secretary-Treasurer (who may already be a Director) and at least one member for each position of Director whose term will expire. The nominations shall be announced to the LPAC members by regular mail, fax or e-mail at least 90 days prior to the annual meeting of LPAC. LPAC members may make other nominations in writing to the Chair prior to the annual meeting, or from the floor at the annual meeting.
8.2 The Nominating Committee shall endeavor to nominate members who represent the geographic regions of Canada and the diversity of the Association’s membership. The Nominating Committee shall seek nominations from the Chair of any corresponding legal profession assistance program of a Branch of the Association.
8.3 The election shall be held at the annual meeting of LPAC. Each member present at the annual meeting is entitled to vote. The Chair shall count all the votes. The nominee receiving the majority of votes for Secretary-Treasurer is elected to that office. If a majority vote is not initially obtained, a second ballot shall be held to choose between the two leading candidates. The nominees receiving the greatest number of votes for Director are elected to those positions.
9. Vacancies
9.1 Where an office or other position on the Board of Directors becomes vacant, whether by death, resignation or disqualification, the remaining Directors may, by majority vote, fill the vacant position until the next annual meeting of LPAC.
10. Removal from Office
10.1 Any Officer or other Director may be removed from office for failure to properly discharge the duties of that position by majority vote of the Board. The Executive Director shall send notice of the intention to propose removal of the Officer or Director to the Board at least 30 days before the meeting. The Officer or Director proposed to be removed shall be given an opportunity to make representations personally or by advocate, as they may choose, at the meeting after the motion to remove has been put but prior to the vote. The vote shall be taken by ballot.
10.2 If the motion to remove is made at a telephone conference meeting of the Board then the vote shall be conducted by ballot after the meeting. The ballot shall be sent by and returned to the Executive Director by fax or e-mail and shall specify a return date at least 15 days after the date the ballot is sent.
11. Board of Director Meetings
11.1 The Board of Directors shall meet at least two times each year. One Board meeting shall be held immediately before or after the annual meeting of LPAC. Other meetings of the Board may be held at the time and place determined by the Chair or the Board of Directors. Meetings may be held by telephone conference call or other means by which all persons participating in the meeting may hear and communicate with each other.
11.2 The Chair shall send a notice of the time, place and general purpose of the meeting to each Director at least 10 days before the meeting by regular mail, fax or e-mail.
12. Officers’ Meetings
12.1 The Officers may meet in person or by telephone conference call to conduct the business they deem necessary.
12.2 The Chair shall send a notice of the time, place and general purpose of the meeting to each Officer at least three business days before the meeting, by fax or e-mail.
13. Membership Meetings
13.1 Annual Meeting
LPAC shall hold an annual meeting in conjunction with the Annual Meeting of the Association. The Chair shall send a notice of the time, place and agenda of the annual meeting to the members and affiliates of LPAC at least 30 days before the meeting, by regular mail, fax or e-mail.
13.2 Special Meetings
LPAC may hold a special meeting at the call of the Chair. The Chair shall call a special meeting upon receipt of a request for a meeting, signed by at least 10% of the members of LPAC and stipulating the purpose of the meeting. The Chair shall send a notice of the time and place of the special meeting, the nature of the business to be conducted, and sufficient information for members to form a reasoned judgment on the matter, to the members and affiliates of LPAC at least 30 days before the meeting, by regular mail, fax or e-mail.
13.3 Quorum
At least six members of LPAC present at any membership meeting constitute a quorum for the transaction of business.
14. Executive Director
14.1 The Board of Directors may recommend to the Executive Director of the Association the appointment of an Executive Director of LPAC to manage the day-to-day business of LPAC. The Executive Director of LPAC will report and be accountable to the Board of Directors, and to the Chair between meetings of the Board of Directors. The Executive Director of LPAC is responsible for carrying out its mission, objects and policies and shall carry out the duties assigned by the Board of Directors.
15. Representation of Association Position
15.1 Any action by LPAC must be approved by the Board of Directors of the Association before the action can be effective as the action of the Association. Any resolution or recommendation adopted or action taken by LPAC, on request of the Board of Directors of LPAC, shall be reported by the Chair to the Board of Directors of the Association for action by the Association.
16. Amendments
16.1 This By-law may be amended or repealed and replaced by any new By-law by majority vote of the Board of Directors and confirmed by resolution of the members of LPAC at the Annual Meeting or a Special Meeting called for that purpose. Such amendments become effective upon adoption by way of resolution by the Council of the Association.