P-12, r. 5.2 - Regulation respecting the practice of the profession of podiatrist within a partnership or joint-stock company

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chapter P-12, r. 5.2
Regulation respecting the practice of the profession of podiatrist within a partnership or joint-stock company
PODIATRISTS — PRACTICE OF THE PROFESSION — JOINT-STOCK COMPANY
Podiatry Act
(chapter P-12, s. 3).
P-12
Professional Code
(chapter C-26, s. 93, pars. g and h, and s. 94, par. p).
C-26
January 14 2016
DIVISION I
TERMS AND CONDITIONS
1. A podiatrist may carry on professional activities within a partnership or joint-stock company referred to in Chapter VI.3 of the Professional Code (chapter C-26) if the following conditions are met:
(1)  more than 50% of the voting rights attached to the shares or units of the partnership or joint-stock company are held by the following persons or a combination thereof:
(a)  a podiatrist;
(b)  a joint-stock company where 100% of the voting rights attached to the shares are held by a podiatrist;
(c)  a trust where all trustees are podiatrists;
(2)  any other voting rights attached to the shares or units of the partnership or joint-stock company are held by the following persons or a combination thereof;
(a)  a member of a professional order governed by the Professional Code;
(b)  a joint-stock company where 100% of the voting rights attached to the shares are held by a person referred to in subparagraph a;
(c)  a trust where all trustees are persons referred to in subparagraph a;
(3)  in the case of a joint-stock company, all of the non-voting shares are held by the following persons or a combination thereof;
(a)  a podiatrist;
(b)  a member of a professional order governed by the Professional Code;
(c)  a relative, either by direct or indirect line of descent, of a podiatrist referred to in subparagraph a;
(d)  the spouse of a podiatrist holding shares referred to in paragraph 1;
(e)  a partnership, joint-stock company or trust whose units, shares or participation or other rights are held entirely by a person referred to in subparagraph a, b, c or d;
(4)  a majority of the directors of the board of directors of the joint-stock company, the partners or, where applicable, the managers appointed by the partners of the limited liability partnership are podiatrists;
(5)  to constitute a quorum at a meeting of the directors of a partnership or joint-stock company, a majority of the persons present must be podiatrists;
(6)  the conditions set forth in this section are listed in the articles of the joint-stock company or in the contract of the partnership and that those documents also provide that the partnership or joint-stock company is constituted for the purpose of carrying on professional activities;
(7)  the articles of the company or the contract of the partnership must include the conditions to transfer company shares or partnership units in the event of the death, disability, striking off, or bankruptcy of one of a podiatrist.
O.C. 1161-2015, s. 1.
2. In order to carry on professional activities within a partnership or jointstock company, a podiatrist must provide the secretary of the Ordre des podiatres du Québec with
(1)  the declaration provided for in section 3 accompanied by the payable fees prescribed by the board of directors of the Order;
(2)  a written document from a competent authority certifying that the partnership or joint-stock company is covered by security in compliance with Division III;
(3)  where applicable, a certified true copy of the declaration from the competent authority stating that the general partnership has been continued as a limited liability partnership;
(4)  a written document certifying that the partnership or joint-stock company is duly registered in Québec;
(5)  a written document certifying that the partnership or joint-stock company has an establishment in Québec; and
(6)  an irrevocable written authorization from the partnership or joint-stock company within which the podiatrist carries on professional activities, allowing a person, committee, disciplinary body or tribunal referred to in section 192 of the Professional Code (chapter C-26) to require from any person a document or a copy of a document referred to in section 11.
O.C. 1161-2015, s. 2.
3. To carry on professional activities within a partnership or joint-stock company, a podiatrist must provide the secretary of the Order with a sworn declaration duly completed on the form provided by the Order and containing
(1)  the partnership or joint-stock company name and any other names used in Québec by the partnership or joint-stock company within which the podiatrist carries on professional activities, and the business number assigned to it by the competent authority;
(2)  the legal form of the partnership or joint-stock company;
(3)  in the case of a joint-stock company, the addresses of the head office of the company and establishments in Québec, the names and home addresses of all the shareholders with voting rights, the names and home addresses of the directors and officers of the company and the professional order of which they are members, if applicable;
(4)  in the case of a limited liability partnership, the addresses of the establishments of the partnership in Québec, specifying the address of the principal establishment, the names and home addresses of the partners, the names and home addresses of the managers, and the professional order of which they are members, if applicable;
(5)  the podiatrist’s name, member number, status within the partnership or joint-stock company and professional activities carried on within the partnership or joint-stock company; and
(6)  an attestation certifying that the company or partnership complies with this Regulation.
O.C. 1161-2015, s. 3.
4. To retain the right to carry on professional activities within a partnership or joint-stock company, a podiatrist must
(1)  update the declaration referred to in section 3 and provide the declaration to the Order, and pay the payable fees prescribed by the board of directors of the Order, before 31 March of each year; and
(2)  inform the Order without delay of any change in the coverage under Division III or in the information provided in the declaration provided pursuant to section 3 that may affect compliance with the conditions set out in this Regulation, and pay the payable fees prescribed by the board of directors of the Order.
O.C. 1161-2015, s. 4.
5. Where a podiatrist becomes aware that a condition set out in this Regulation or in Chapter VI.3 of the Professional Code (chapter C-26) is no longer met, the podiatrist must, within 15 days, make sure that the situation is rectified, failing which, the podiatrist is no longer authorized to carry on professional activities within the partnership or company.
O.C. 1161-2015, s. 5.
6. A podiatrist struck off the roll for more than 3 months or whose permit is revoked may not, during the period of the striking off or revocation, act as director, officer or representative of the partnership or joint-stock company or hold, directly or indirectly, any voting share or unit in a joint-stock company or partnership.
O.C. 1161-2015, s. 6.
7. The name of the partnership or joint-stock company must not be a number name or include the name of a manufacturer of podiatric orthoses.
O.C. 1161-2015, s. 7.
DIVISION II
REPRESENTATIVE
8. If 2 or more podiatrists carry on professional activities within the same partnership or joint-stock company, a representative must be designated to act on behalf of all the podiatrists in the partnership or joint-stock company to satisfy the terms and conditions of sections 2, 3 and 4.
The representative must ensure the accuracy of the information provided to the Order.
The representative is also designated by the podiatrists carrying on their professional activities within a partnership or joint-stock company to reply to requests made by the syndic, an inspector or another representative of the Order and to submit, as applicable, the documents that the podiatrists are required to submit.
The representative must be a podiatrist, carry on professional activities in Québec within the partnership or joint-stock company and be a partner or a director and shareholder with voting rights of the partnership or joint-stock company.
O.C. 1161-2015, s. 8.
DIVISION III
PROFESSIONAL LIABILITY COVERAGE
9. To be authorized to carry on professional activities within a partnership or joint-stock company, a podiatrist must provide and maintain on behalf of the partnership or joint-stock company, by means of an insurance contract or by participating in a group insurance plan entered into by the Order, security coverage against the liability that the partnership or joint-stock company may incur as the result of a fault on the part of the podiatrist in the practice of the profession.
O.C. 1161-2015, s. 9.
10. The security must contain the following minimum conditions:
(1)  an undertaking by the insurer to pay in lieu of the partnership or joint-stock company any sum that the partnership or joint-stock company may be legally bound to pay to a third person on a claim filed during the coverage period and arising from fault on the part of the podiatrist in the carrying on of professional activities within the partnership or joint-stock company;
(2)  an undertaking by the insurer to take up the cause of the partnership or joint-stock company and defend it in any action against it and to pay, in addition to the amounts covered by the security, all costs and expenses of proceedings against the partnership or joint-stock company, including the costs of the inquiry and defence and the interest on the amount of the security;
(3)  an undertaking by the insurer that the security extends to all claims submitted in the 5 years following the coverage period during which a member of the partnership or joint-stock company dies, withdraws from the partnership or joint-stock company or ceases to be a podiatrist, in order to maintain coverage for the partnership or joint-stock company for fault on the part of the podiatrist in the practice of the profession within the partnership or joint-stock company;
(4)  an amount of security of at least $1,000,000 per claim filed against the partnership or joint-stock company, sub-ject to a limit of $3,000,000 for all claims filed against the partnership or joint-stock company during a coverage period not exceeding 12 months, regardless of the number of podiatrists in the partnership or joint-stock company; and
(5)  an undertaking by the insurer to provide the secretary of the Order with a 30-day notice prior to any cancellation of the insurance contract or any amendment to the contract if the amendment affects a condition set out in this section or to any non-renewal of the contract.
O.C. 1161-2015, s. 10.
DIVISION IV
ADDITIONAL INFORMATION
11. The documents that may be required pursuant to paragraph 6 of section 2 are the following:
(1)  if the podiatrist carries on professional activities within a joint-stock company,
(a)  an up-to-date register of the articles and by-laws of the joint-stock company;
(b)  an up-to-date register of the shares of the joint-stock company;
(c)  an up-to-date register of the shareholders;
(d)  an up-to-date register of the directors of the joint-stock company;
(e)  any shareholders’ agreement and voting agreement, and amendments;
(f)  the declaration of registration and registration certificate of the joint-stock company and any update; and
(g)  a complete and up-to-date list of the company’s principal officers and their home addresses;
(2)  if the podiatrist carries on professional activities within a limited liability partnership,
(a)  the declaration of registration of the partnership and any update;
(b)  the partnership agreement and amendments;
(c)  an up-to-date register of the partners of the partnership;
(d)  where applicable, an up-to-date register of the managers of the partnership; and
(e)  a complete and up-to-date list of the partnership’s principal officers and their home addresses.
O.C. 1161-2015, s. 11.
DIVISION V
TRANSITIONAL AND FINAL
12. A podiatrist who carries on professional activities within a joint-stock company constituted before the 14 January 2016 must comply with it at the latest within 1 year following that date.
O.C. 1161-2015, s. 12.
13. (Omitted).
O.C. 1161-2015, s. 13.
REFERENCES
O.C. 1161-2015, 2015 G.O. 2, 3447