M-8, r. 12 - Regulation respecting the practice of the profession of veterinary surgeon within a partnership or a joint-stock company

Section 1 Disposition versions

2012-09-01

1. Veterinary surgeons may carry on their professional activities within a limited liability partnership or a joint-stock company within the meaning of Chapter VI.3 of the Professional Code (chapter C-26) if, at all times,

(1)  100% of the voting rights attached to the shares or units of the partnership or joint-stock company are held

(a)  by veterinary surgeons;

(b)  by legal persons, trusts or other enterprises whose voting rights attached to the shares or units of the partnership or joint-stock company or other securities are held entirely by at least one veterinary surgeon; or

(c)  by a combination of the persons, trusts or other enterprises referred to in subparagraphs a and b;

(2)  in the case of a joint-stock company, all the non-voting shares are held

(a)  by veterinary surgeons;

(b)  by relatives of or persons connected by marriage to a veterinary surgeon holding shares referred to in subparagraph 1;

(c)  by the spouse of a veterinary surgeon holding shares referred to in subparagraph 1;

(d)  by an employee of the joint-stock company;

(e)  by legal persons, trusts or other enterprises whose voting rights attached to the shares or units of the partnership or joint-stock company or other securities are held entirely by a person referred to in subparagraph a, b, c or d; or

(f)  by a combination of the persons, trusts or other enterprises referred to in subparagraph a, b, c, d or e;

(3)  no manufacturer or wholesaler of medications or food for animals and no person holding the majority of the shares of such a manufacturer or wholesaler holds shares or units of the partnership or joint-stock company;

(4)  the majority of the directors of the board of directors of the joint-stock company or the directors of the limited liability partnership are veterinary surgeons. To constitute a quorum at a meeting of the directors of a partnership or joint-stock company, the majority of the members present must be veterinary surgeons if they are to commit the partnership or joint-stock company;

(5)  the chair of the board of directors of the joint-stock company or the person who performs similar duties within a limited liability partnership is a veterinary surgeon and, as the case may be, a voting shareholder or a partner; and

(6)  only a veterinary surgeon is granted, by voting agreement or proxy, the voting rights attached to a share or unit held by a veterinary surgeon or by a legal person, a trust or other enterprise referred to in subparagraph b of subparagraph 1 of the first paragraph.

Veterinary surgeons must ensure that the conditions set out in the first paragraph appear in the articles of constitution of the joint-stock company or in the contract constituting the limited liability partnership and that the documents stipulate that the partnership or joint-stock company is constituted for the purpose of carrying on professional activities.

O.C. 688-2008, s. 1.