Part 2 – Managing Society Affairs, Executive Director, Council, Elections and Committees

2.1 Executive Director is Chief Executive Officer

2.1.1 The Executive Director is the chief executive officer of the Society and under the direction of the Council shall be responsible for the management and coordination of all phases of the operation, administration, finances,
organization, supervision and maintenance of all activities of the Society.

Additional Responsibilities

2.1.2 In addition to the duties set out in subregulation 2.1.1, the Executive Director shall perform all the functions
and duties normally associated with the office of chief executive officer, including

  1. putting into effect all policies and procedures established by Council or a committee acting under its authority;
  2. counseling and assisting Council and any committee in the development, adoption, implementation and advancement of the various activities of the Society;
  3. engaging employees of the Society and directing such personnel in the ongoing administration of the approved policies and programs;
  4. executing documents on behalf of the Society;
  5. performing such other functions and duties as may be assigned by Council.

Temporary Executive Director

2.1.3 Council may temporarily fill any vacancy in the office of Executive Director, or designate a substitute to act pro tem during the absence of the Executive Director or if the Executive Director is unable or fails to act.

Banking

2.1.4 Council shall authorize the Executive Director to

  1. conduct the Society’s banking through any chartered bank, trust company or credit union, and
  2. execute banking documents which authorize identified persons to sign on behalf of the Society

2.2 Annual Meeting

2.2.1 An annual meeting of the Society shall be held at least once in every calendar year at such time and place as may be fixed by Council.

Special Meetings

2.2.2 Special meetings of the Society may be called at any time by Council.

Request for Meeting

2.2.3 Whenever 30 or more members file with the Executive Director a notice in writing requesting a special meeting of the Society and stating the object of such meeting, Council shall call such meeting.

Notice of Meeting

2.2.4 Notice of any meeting of the Society shall be sent at least one week before the date of the meeting to each member of the Society.

2.3 Council

2.3.1 For each election starting in 2011, the elected members of Council referred to in Section 7(1) of the Act shall be

  1. Two practising lawyers from the Cape Breton District;
  2. Two practising lawyers from the Southwestern District;
  3. Two practising lawyers from the Central District; and
  4. Four practising lawyers from the Halifax Regional Municipality; and
  5. Three practising lawyers or non-practicing members from anywhere in the Province.

At-large members of Council

2.3.1.1 Persons elected pursuant to reg. 2.3.1(e) are referred to as ‘at-large’ members of Council.

District

2.3.2 For the purpose of subregulation 2.3.1, a lawyer practises primarily in the district that corresponds to the current mailing address for the lawyer on file at the Society.

Term of Council member

2.3.3 The term of a Council member commences at the end of the Annual Meeting following the Council election, or at the Council meeting immediately following a by-election or appointment and ends at the next Annual Meeting in an odd numbered calendar year

Term Limits

2.3.4 Members of Council are eligible to serve a maximum of three consecutive terms.

Vacancy on Council

2.3.5 In the case of a vacancy on Council, Council shall appoint

  1. if the vacancy is a district position, a practising lawyer from the appropriate district or,
  2. if the vacancy is an at-large position, a practicing lawyer or a non-practicing member, from anywhere in the province, or,
  3. if the vacancy is of a public representative, a non-lawyer to fill the vacancy for the remainder of the term, which period does count as one of the terms allowed by subregulation 2.3.4.

First Meeting of Council

2.3.6 The first meeting of a new Council shall be held immediately following the Annual Meeting which follows its election.

Quorum for Council

2.3.7 The quorum for a meeting of Council is a majority of its members.
Number of Meetings

2.3.8 A minimum of six Council meetings per year will be held at such time and place as determined by the Executive Committee.

Form of Meetings

2.3.9 Council meetings may be conducted in person, by teleconference, videoconference or such other means of electronic communication approved by Council.

Notice of Meetings

2.3.10 Members of Council shall receive at least 24 hours’ notice of a meeting of Council, together with an agenda of the business to be transacted, but failure to receive such notice does not invalidate the meeting or the business conducted at the meeting.

Special Meetings

2.3.11 A special meeting of Council may be called by the President, or in the absence of the President, the first Vice-President by sending notice of the meeting to members of Council.

Special Meeting on Request

2.3.12 A special meeting of Council shall be called by the President, or in the absence of the President, the first Vice-President, upon receipt of a written request to do so signed by at least seven members of Council, by sending notice of the meeting to members of Council.

Parliamentary Procedure at Meetings

2.3.13 The proceedings at the meetings of the Society and of the Council shall be conducted as nearly as possible in accordance with parliamentary procedure.

2.4 Elections

The Executive Director is responsible for the proper conduct of any elections required by these Regulations.

Secret Ballots

2.4.1 Elections are to be held by secret ballot.

Election by Electronic Means

2.4.2 Electronic processes, including the Internet, may be used for elections, so long as the specific technology is approved by Council.

Eligibility to Vote

2.4.3 All members of the Society in good standing who are resident in the Province may vote for members of Council in the election being held in the district corresponding to their current mailing address on file at the Society.

2.4.4 All members of the Society in good standing may vote for the at-large members of Council.

2.5 Council Election Years

2.5.1 An election shall be conducted in each odd-numbered calendar year to elect:

  1. practising lawyers to be members of Council, from a district, and
  2. either practicing lawyers or non-practicing members of the Society to the at-large positions on Council

District Nominations

2.5.2 Prior to February 1 of a Council election year, the Executive Director will advertise for nominations and communicate the purpose of district and at-large elections to those who are eligible to be nominated and to vote.

District Nominations Requirements

2.5.3 The nomination of a candidate for election to Council is valid only if

  1. it is in writing, signed by five members of the Society in good standing who are eligible to vote in the district in which the nominee seeks to be a candidate;
  2. the nominee consents in writing to the nomination, and
  3. the nomination and consent are received by the Executive Director on or before the date nominations close.

District Nominations Close

2.5.3.1 The nominations for District elections will close on February 15.

District Acclamation

2.5.4 If the number of candidates nominated does not exceed the number to be elected in a district, the Executive Director must declare that those nominated are elected to Council for that district.

District Election

2.5.5 If the number of candidates nominated exceeds the number to be elected in a district, then an election must be held for that district.

Council Fills Vacancy

2.5.6 If the number of candidates nominated is less than the number of members to be elected to Council from a district, Council, following receipt of advice from the Nominating Committee, may

  1. appoint a practising lawyer from the district to be a member of the new Council and to take office when the new Council does, or
  2. call a by-election to fill the vacancy.

District Election Ballots

2.5.7 If an election is required in a district, the Executive Director must forward ballots or voting information to all members of the Society in good standing who are eligible to vote in the district by the first Monday in March.

District Elections Voting

2.5.8 The voting period must remain open and ballots will be received until 5:00 pm on the third Monday in March following which the Executive Director must

  1. count the ballots;
  2. declare elected the individuals with the most votes;
  3. publish the results, including the names of the candidates, the total number of ballots cast, the total number of ballots cast for each candidate, and the total number of spoiled ballots.

Nominations for At-Large Positions

2.5.9 At the time of publishing the results of an election pursuant to subregulation 2.5.8, the Executive Director will call for nominations for candidates for members of Council pursuant to subregulation 2.3.1(e).

At-Large Nomination Requirements

2.5.10 The nomination of a candidate for election to Council as an At-Large member is valid only if

  1. it is in writing, signed by five members of the Society in good standing;
  2. the nominee consents in writing to the nomination, and
  3. the nomination and consent are received by the Executive Director on or before the first Monday in April

At-Large Nominations Close

2.5.10.1 The nominations will close on the first Monday in April.

At –Large Acclamation

2.5.11 If the number of candidates nominated does not exceed the number to be elected in at large election, the Executive Director must declare that those nominated are elected to Council as at-large members

Council Fills Vacancy

2.5.12 If less than three nominations are received for the at-large election, Council, following receipt of advice from the Nominating Committee, will

  1. appoint one or more members of the Society to be a member of the new Council and to take office when the new Council does or
  2. call a by-election to fill the vacancy

At-Large Election Ballots

2.5.13 If an election is required, the Executive Director will forward ballots to all members of the Society in good standing by the third Monday in April.

At-Large Elections Voting

2.5.14 The voting period must remain open and ballots will be received until 5:00 pm on the fourth Monday in April following which the Executive Director must

  1. count the ballots;
  2. declare elected the individuals with the most votes; and
  3. publish the results, including the names of the candidates, the total number of ballots cast, the total number of ballots cast for each candidate, and the total number of spoiled ballots.

2.6 Second Vice – President Election

2.6.1 On or about October 15 of each year, the Executive Director will advertise for nominations and communicate the description and process for nomination of the Second Vice-President to all members of the Society who are eligible to vote.

Second Vice – President Nominations

2.6.2 On or before January 31 of every year the Nominating Committee will:

  1. advise the members of the Society of its nominee for Second Vice President, and
  2. call for nominations from others for Second Vice President.

Validity of Nomination

2.6.3 A nomination of a candidate for election as Second Vice-President is valid only if

  1. it is in writing, signed by ten members of the Society in good standing;
  2. the nominee consents in writing to the nomination,
  3. if the nominee were elected the Second Vice-President, there would not be a contravention of Section 8(1) of the Act, and
  4. the nomination and consent are received by the Executive Director on or before February 15.

No Additional Nominations

2.6.4 If no additional nominations are received, the candidate nominated by the Nominating Committee will be deemed to be elected.

Vice – Presidential Election Ballots

2.6.5 If an election for Second Vice-President is required, the Executive Director will forward ballots or voting information to all members of the Society in good standing by the first Monday in March.

Vice President Voting Period

2.6.6 The voting period must remain open and ballots will be received until 5:00 pm on the third Monday in March following which the Executive Director must:

  1. count the ballots;
  2. declare elected the individual with the most votes;
  3. publish the results. including the names of the candidates, the total number of ballots cast, the total
  4. publish the results. including the names of the candidates, the total number of ballots cast, the total number of ballots cast for each candidate, and the total number of spoiled ballots.

2.7 Appointment of Public Representatives

2.7.1 At its first meeting, or whenever a vacancy occurs, Council must appoint, from among names presented by the Nominating Committee, three persons, who are not members of the Society, to be Public Representatives on Council.

2.8 Absence

2.8.1 A member of Council who is not present for three meetings between July and the next June is deemed to have resigned from Council, unless Council otherwise determines.

Professional Misconduct

2.8.2 A member of Council who is found guilty of professional misconduct, conduct unbecoming or professional incompetence or found to be incapacitated under Part 3 of the Act shall be deemed to have resigned from Council.

Absence of President

2.8.3 In the case of a vacancy in the office of President or in the absence or inability of the President to act, the First Vice-President or, failing that, the Second Vice-President, has all the powers of the President.

Absence of First Vice-President

2.8.4 In the case of a vacancy in the office of First Vice-President or in the absence or inability of the First VicePresident to act, the Second Vice-President has all the powers of the First Vice-President.

Appointment of First Vice-President

2.8.5 The Second Vice-President may choose not to assume the powers under subregulation 2.8.4, in which case Council must appoint a person to assume the office of First Vice-President.

Absence of Second Vice-President

2.8.6 In the case of a vacancy in the office of Second Vice-President, a by-election must be held not more than three months after the vacancy occurs, unless otherwise determined by Council.

Public Representative Remuneration

2.8.7 Public Representatives on Council will be entitled to receive remuneration from the Society for each meeting of:

  1. Council; and,
  2. a Committee to which they have been appointed.

2.9 Committees

2.9.1 Council must appoint the following committees:

  1. LAWYERS’ FUND FOR CLIENT COMPENSATION COMMITTEE, to carry out the responsibilities assigned to it under Part IV of the Act and Part 11 of the Regulations;
  2. COMPLAINTS INVESTIGATION COMMITTEE, to carry out the responsibilities assigned to it under Part III of the Act and Part 9 of the Regulations and in accordance with the Objects of the professional responsibility process;
  3. CREDENTIALS COMMITTEE, to oversee the Regulations with respect to admission to membership in the Society, the Bar Admission Program, changes in category of membership in the Society, and resumption of membership in the Society;
  4. EXECUTIVE COMMITTEE, to review matters to be dealt with by Council to ensure they are ready for Council consideration, to undertake those matters that are delegated to it by Council, and to act on behalf of Council in matters of urgency;
  5. FINANCE COMMITTEE, monitors the finances of the Society, acts on behalf of Council in regard to the annual audit of the Society’s finances and acts on behalf of Council in respect to the management of the Society’s investments;
  6. FITNESS TO PRACTISE COMMITTEE, to carry out the responsibilities assigned to it under the Act and regulations;
  7. HEARING COMMITTEE, to carry out the responsibilities assigned to it under Part III of the Act and Part 9 of the Regulations and in accordance with the Objects of the professional responsibility process;
  8. GENDER EQUITY COMMITTEE, monitors, and provides Council with advice about, matters that address issues of gender, gender identity and gender expression in the legal profession;
  9. GOVERNANCE COMMITTEE, supports Council’s commitment to the principles and practices of good governance;
  10. RACIAL EQUITY COMMITTEE, monitors, and provides Council with advice about, programs that address issues of racism and discrimination in the legal profession and in relation to access to justice, including programs to increase access to the legal profession;
  11. COMPLAINTS REVIEW COMMITTEE, to carry out the responsibilities assigned to it under Part 9 of the Regulations in accordance with the objects of the professional responsibility process;
  12. PROFESSIONAL RESPONSIBILITY POLICY & PROCEDURES COMMITTEE, to consider and recommend to Council changes to the Act, Regulations and policies, and develop procedures for the professional responsibility process;
  13. PROFESSIONAL STANDARDS (Real Estate) COMMITTEE, develops professional standards for the area of real estate law;
  14. PROFESSIONAL STANDARDS (Family) COMMITTEE, develops professional standards for the area of family law;
  15. PROFESSIONAL STANDARDS (Criminal) COMMITTEE, develops professional Standards for the area of criminal law;
  16. PROFESSIONAL STANDARDS (Law Office Management) COMMITTEE, develops professional standards in the area of law office management;
  17. PROFESSIONAL STANDARDS (Wills, Powers of Attorney and Personal Directives) COMMITTEE, develops professional standards in the area of wills, powers of attorney, personal directives and estates; and
  18. NOMINATING COMMITTEE, assists Council in the recruitment, appointment and election of members of Council, Officers, Committees, working groups and representatives of the Society.

Additional Committees

2.9.2 Council may appoint such other committees, working groups or task forces as may be necessary to further the purpose of the Society, and may fill a vacancy or add to any committee, working group or task force.

2.9.2.1 Unless Council otherwise determines, any committee, working group or task force may determine its own procedure.

Additional Powers of Committee

2.9.3 A committee, in addition to the powers and duties granted it by the Act or Regulations will have such additional powers as the Council may from time to time prescribe.

Chair of Committee

2.9.4 Council must appoint a Chair of each committee and may appoint a Vice-Chair.

Composition of the Complaints Investigation Committee

2.9.5 The Complaints Investigation Committee will be made up of not fewer than twelve (12) people and unless Council otherwise determines, must include at least one member of the Society from each of the four judicial districts and two persons who are not members of the Society.

2.9.6 The members of the Complaints Investigation Committee should be representative of the Society’s demographically diverse membership.

2.9.7 Council must appoint a Chair and at least one Vice-Chair of the Complaints Investigation Committee.

Composition of Hearing Committee

2.9.8 The Hearing Committee must be composed of at least 12 persons, none of whom may be members of Council and, unless Council otherwise determines, include at least two members of the Society from each of the four judicial districts and two persons who are not members of the Society.

2.9.9 Council must appoint a Chair and at least one Vice-Chair of the Hearing Committee.

Responsibility of the Chair of the Hearing Committee

2.9.10 The Chair of the Hearing Committee is responsible for

  1. appointing a chair of a hearing panel,
  2. empanelling members of the Committee to sit as a hearing panel, and ensuring that at least one member of the hearing panel is a person who is not a member of the Society.

2.9.11 The Chair must empanel three members of the Committee to sit as a hearing panel.

Additional Members

2.9.12 Whenever, for any reason, a quorum of the Hearing Committee is not available for a hearing into a charge, Council may, for the purpose of such hearing only, appoint to the Committee such additional members of the Society as are needed for a quorum.

2.9.13 If one member of the panel ceases to be able to sit on the panel before the hearing of evidence has commenced the Chair of the Hearing Committee will appoint another member of the Committee to the panel.

2.9.14 If one member of a panel ceases to be able to sit on the panel after the hearing of evidence has commenced, the hearing will be ended and the Chair of the Hearing Committee will empanel a new hearing panel, which will reschedule the hearing from the beginning, unless the parties otherwise agree.

Remuneration

2.9.15 Members of the Hearing Committee may be entitled to receive remuneration from the Society for serving on a hearing panel.

Composition of the Fitness to Practise Committee

2.9.16 The Fitness to Practise Committee must be made up of not fewer than five (5) people and, unless Council determines otherwise, must include at least two (2) persons who are not members of the Society.

2.9.17 Council must appoint a Chair and at least one Vice-Chair of the Fitness to Practise Committee.

Composition of the Complaints Review Committee

2.9.18 The Complaints Review Committee is to be made up of not fewer than five people, none of whom may be members of Council nor any Committee with responsibilities assigned to it under Part III of the Act and Part 9 of the Regulations, and must include at least one person who is not a member of the Society.

Executive Committee

2.9.19 Council will appoint an Executive Committee to review matters to be dealt with by Council to ensure they are ready for Council consideration, to undertake those matters that are delegated to it by Council, and to act on behalf of Council in matters of urgency.

Composition

2.9.20 The Executive Committee will be made up of the officers and, if determined by Council, one or two additional members.

Duties

2.9.21 The Executive Committee has the following powers and duties:

  1. appoint members to committees in the event of a vacancy and in circumstances where it determines the appointment should not wait until the next Council meeting;
  2. to approve r resignations from membership in the Society in circumstances where it determines the resignation should not wait until the next Council meeting; and
  3. to undertake any other work assigned or delegated by Council.

2.10 Quorum

2.10.1 A quorum of any committee shall be three members.

Adjourned Meeting

2.10.2 When a meeting of a committee is adjourned for any reason, the committee, when it resumes the meeting, will be deemed to be duly constituted and shall not lose jurisdiction to deal with a matter that was before it at the adjourned meeting.

Notice of Meeting

2.10.3 Meetings of any committee may be convened by 24 hours’ notice, oral or written, but in extraordinary circumstances a quorum of the committee may abbreviate the notice requirement.

Effect of Lack of Notice

2.10.4 Failure of one or more committee members to receive adequate or any notice of a meeting will not invalidate the proceedings, and nothing herein will preclude subcommittee members from waiving notice of meetings.

Procedure of Committee

2.10.5 Except as provided in the Act or in these Regulations, a committee may determine its own procedure.

Ex Officio

2.10.6 For the purpose of this part “ex officio” means non-voting and an ex officio member is not counted for quorum of a committee.

2.10.7 The President is a member ex officio of each committee except the Hearing Committee.