ARTICLE I: Name

The  name  of  this  association is the Nurse Practitioner-Led Clinic Association (NPLCA), a corporate member of the Nurse Practitioner Association of Ontario (NPAO).

ARTICLE II: Objectives

  1. To promote high quality team-based primary health care services at Ontario’s Nurse Practitioner-Led Clinics (NPLCs).
  2. To present a strong, collective voice for Ontario’s NPLCs and those whom they serve.
  3. To support the sustainability, corporate success, and expansion of NPLCs.

ARTICLE III: Membership

Section 1 – Classification

  1. There shall be the following classes of members:
    1. Primary – Operational not-for-profit NPLC in the province of Ontario that has paid corporate membership fees to the NPAO by April 30th annually.
    2. Affiliate – Operational not-for-profit NPLC that has not paid membership fees and is not a primary member of the NPLCA;
    3. Provisional – Operational not-for-profit NPLC in the province of Ontario preparing with intent to join the NPLCA as per written communication with NPAO for whom primary membership has not yet been obtained.

Section 2 – Eligibility

  1. Any not-for-profit Nurse Practitioner-Led Clinic in Ontario is eligible for membership in this association and may become a member upon payment of association dues.
  2. Any NPLC preparing for NPLCA membership is eligible for provisional membership in the association, and shall become a primary member upon payment of association dues.

Section 3 – Application for Membership

  1. Application for membership shall be made to the Nurse Practitioner’s Association of Ontario.

Section 4 – Termination of Membership

  1. Any member may withdraw membership with the NPLCA by issuing written notice of withdrawal sent via email to the NPAO.  Upon receipt of written notice, the membership shall be considered terminated.  No refund of membership fees shall be provided.
  2. A member of the NPLCA can be removed from the NPLCA through unanimous vote of the executive committee.  Reasons for termination may include but are not limited to: non-payment of dues, ceasing to operate as an NPLC, actions that threaten the unity and work of the Association, and other reasons as deemed required by the NPLCA.  The NPLCA president shall notify the NPLC of the termination via registered mail to the clinic address listed online and will be effective upon receipt of the notification.  No refund of dues shall be provided.

ARTICLE IV: Dues and Finances

Section 1 – Dues and Payment

  1. Dues – Annual dues shall be as follows:
    1. Primary members – $3000 annually
    2. Affiliate, Provisional Membership Category – dues shall be at the discretion of NPLCA.
  2. Dues Payment
    1. NPLCA members shall pay association dues directly to the NPAO via the NPAO website or through contact with NPAO staff
  3. Dues Payment Dates
    1. Dues shall be due and payable to NPAO by April 30th annually
    2. Membership shall be delinquent if dues are not paid by May 1st and forfeited if dues are not paid by June 1st.
  4. Membership Year
    1. The membership year shall be April 1 through March 31
  5. Voting
    1. Only members in good standing will have voting privileges
    2. Each NPLCA Primary Member shall have one vote and that vote shall be cast by the most appropriate individual determined by that NPLC.

Section 2 – NPLCA Budget

  1. A budget for NPLCA shall be drafted and proposed to the NPLCA members by the Executive Committee of the NPLCA at the annual NPLCA Annual Leadership Conference.
  2. Budget and membership fee changes will be approved by membership vote and in accordance with the NPAO by-laws and policies.
  3. Financial audits will be completed as required by NPAO at the expense of the NPLCA                            

Section 3 – Fiscal Year

  1. The fiscal year of the NPLCA shall be April 1st through March 31st.

Section 4 – Payment of Expenses

  1. All cheques, drafts or orders for the payment of money and all notes and acceptances and bills of exchange shall be signed by the NPAO in accordance with NPAO By laws and policies.

ARTICLE V: Executive Committee

Section 1 – Composition

  1. There shall be an Executive Committee for the NPLCA which shall be composed of 4-7 NPLCA members elected or appointed in accordance with Article V:6.

Section 2 – Duties

  1. The NPLCA Executive Committee shall:
  1. Administer the affairs of the NPLCA;
  2. Coordinate and participate in NPAO activities related to NPLCs at the request of the NPAO;
  3. Inform and report the activities to the NPLCA;
  4. Serve as a united voice to advance the objectives of NPLCA;
  5. Perform the duties provided in this section and such other duties as are prescribed for the office from time to time.

Section 3 – Term of Office

  1. Executive Members shall assume their duties at the close of the meeting at which they are elected.
  2. Executive Members shall serve for a term of two year(s) or until their successors are elected; any partial year served by a member filling a vacancy shall be included as a full year for the purposes of determining the term in office.
  3. No executive member shall  serve  more  than two consecutive term(s) in the same office.


Section 3 – Vacancy in Office

  1. The office of an executive committee member shall be vacated immediately should the member becomes disqualified as per the Membership article herein:
    1. If the Executive Member resigns office by written notice to the Secretary, which resignation shall be effective at the time it is received by the Secretary or at the time specified in the notice, whichever is later;
    2. If the Executive Member dies or becomes bankrupt;
    3. The Executive Member is no longer eligible for NPLCA Primary Membership;
    4. If the Executive Member is found to be incapable of managing property by a court or under Ontario law; or
    5. If, at a meeting of the NPLCA Members, a resolution is passed by a majority of NPLCA members to remove the Executive Member before the expiration of the Executive Member’s term of office.
  2. The NPLCA may fill any vacancy by a majority vote and the appointee shall hold office for the remainder of the unexpired portion of the term of office. 

Section 4 – Roles

A.     The president shall:

  1. Preside at all meetings of the NPLCA or send a delegate in the event of absence;
  2. Work with NPAO to appoint and support an NPAO staff delegate;
  3. Appoint chairperson of committees to the extent provided in Article VIII; and
  4. Fulfill such other duties as may be assigned by the NPLCA membership.

B.     The vice-president shall:

  1. Perform the presiding duties of the president in the absence of or at the request of the president;
  2. Fill the unexpired term if a vacancy occurs in the office of president; and
  3. Fulfill such other duties as may be assigned by the association, the NPLCA executive, or the president.

C.     The secretary shall:

  1. Record the minutes of all meetings of the NPLCA and executive committee;
  2. Work with the NPAO staff member to act as custodian of all documents, including NPLCA policies, special rules, and standing rules;
  3. Conduct correspondence as directed by the association, the board of directors, or the president;
  4. Notify NPAO of Executive Member changes as needed;
  5. Send a call of the meeting to each association member (or some other method of notification); and
  6. Fulfill such other duties as may be assigned by the association, the executive or the NPAO.

D.     The treasurer shall:

  1. Work with the NPAO staff to monitor funds of the NPLCA and support distribution of the funds as directed by NPLCA membership and executive;
  2. Notify NPAO when requested of the dues structure for the association; and
  3. Fulfill such other duties as may be assigned by the association, or the president of the NPLCA.

Section 5 – Nominations

  1. Call for nominations for Executive Members shall be announced in January of each year.
  2. At the Annual General meeting, the NPLCA will present a slate of at least one individual for each office, provided consent has been obtained from each nominee.

Section 6 – Elections

  1. The Executive Members shall be elected at the annual general meeting at the NPLCA conference in June;
  2. Elections shall be by ballot except when there is only one nominee for an office, election may be by voice vote
  3. Each NPLCA Primary Member shall have one vote and the voting member of the clinic is to be determined by the NPLC;
  4. If no representative from a Primary Member shall be present at the NPLCA conference, votes of the membership organization may be given by proxy to an individual authorized by resolution of the Board of Directors or governing body of such member to represent it at the meeting of members of the association. In such case a proxy form must be filled and submitted one (1) week prior to the conference.

ARTICLE VI:  Meetings

Section 1 – Regular Meetings

  1. Regular meetings of the NPLCA shall be held electronically at a time that is ammenable to the majority of members.
  2. Joint meetings with NPLCA Primary Members and Provisional Members shall be at a schedule as determined by the exectutive
  3. An annual general meeting shall be held at the NPLCA Leadership Conference
  4. Notice of regular meetings shall be provided at least seven (7) days prior to the meeting date.
  5. Notice of the AGM shall be provided to all NPLCA Primary Members at least sixty (60)  days prior to the meeting date. 

Section 2 – Special Meetings

  1. Special meetings may be called by the president, a majority of the executive, the NPAO, or external stakeholders.  The purpose of the special meetings shall be stated in the call to the meeting and at least seven (7) days email notice shall be given to NPLCA members.

Section 3 – Quorum

  1. A majority of the primary members (NPLCs) of the association shall constitute a quorum.

Section 4 – Remuneration

  1. No Executive Member shall directly or indirectly receive any profit from occupying the position or from providing services to the Association in another capacity; however, Executive Members may be reimbursed for reasonable expenses that they incur in their capacity as approved by the NPCLA Primary Members.

Section 5 – Meetings

  1. Regular meetings of the NPCLA shall be held monthly.
  2. Meetings can be held electronically, by teleconference, or in a location as determined by the president of the executive.
  3. Special meetings may be called by the president or by two executive members or by the NPAO representative.  Meetings shall be called upon the electronic request of members.
  4. A majority of the members of the NPLCA shall constitute a quorum.

ARTICLE VII – Committees

Section 1 – Standing Committees

  1. Standing committees of the NPLCA shall include the executive committee, conference committee, and data management support committee.
  2. Other committees may be formed from time to time upon the recommendation of NPCLA members.

Section 2 – Duties

  1. The Executive Committee of the NPCLA shall operate as outlined in Article V.
  2. The Conference Committee shall complete necessary tasks to plan and execute the annual NPCLA Conference in collaboration with NPAO and NPLCA Membes.
  3. The Data Management Committee shall work with with Quality Information Management Specialists to realize the collective goals of the NPLCA for data purposes.

Section 3 – Other Committees

  1. Other committees, standing or special, shall be created as the association shall from time to time deem necessary to carry on the work of the association.  The chairperson and members of such committees shall be appointed by the NPLCA executive and is accountable to the NPLCA.

Section 4 – Ex-officio Membership

  1. NPLCA members shall invite non-voting individuals to participate in committee work as needed to support the association as deemed necessary by the committee; all non members shall sign confidentiality agreements and the storage of such agreements shall be completed by the NPAO.

ARTICLE VIII – Delegates

  1. The President of the NPLCA, staff delegate appointed by the NPAO, and/or the Chief Executive Officer of the NPAO shall be delegated with the authority to speak on behalf of the NPLCA; the President, staff delegate and CEO may develop policy to further delegate this authority and such policies shall be approved by the members.
  2. The NPLCA shall not have the authority to bind the NPAO and shall not commit to financial or other commitments which are beyond the available finances of the NPLCA.
  3. No member of the NPLCA shall use the NPLCA logo without the explicit consent of the Executive Committee.

ARTICLE IX – Dissolution

  1. In the event of the dissolution of the association, the assets shall be liquidated and distributed to the NPAO in accordance with government regulations. No funds shall inure to the benefit of individual members. The association charter shall be returned to NPAO Headquarters.

ARTICLE X – Amendments

  1. These policies may be amended at any annual meeting of this association by a two-thirds vote, provided that the amendment has been submitted in writing at least sixty (60) days prior to the meeting and in the call to the meeting.
  2. Any amendment to these bylaws necessitated by amendments to NPAO Bylaws shall be effected by the NPLCA executive and reported to the membership in writing at least sixty (60) days following the adoption of such amendments by NPAO.