Part II – Organization of the Society

Definitions

In these Rules, “firm” includes an individual member, a professional law corporation, a partnership of members or professional law corporations or any combination thereof, carrying on the practice of law where one set of accounts is maintained.
(Rule 2.01: Adopted Summer Term Convocation, June 10, 2005)

Seat

2.02 The permanent seat of the society shall be at the rooms of the society in St. John’s.

Seal

2.03 (1) The seal of the society heretofore in use shall be and continue to be the seal of the society, and shall bear the following device as heretofore, viz.: A whole figure of justice standing on a rock, with the motto inscribed on a ribbon thereunder “pro lege, rege, grege” with the legend around the borders of the said seal “The Law Society of Newfoundland.”

(2) The custody of the seal of the society shall belong to the vice-president for the time being, and the vice-president shall sign or countersign and affix such seal to every instrument, and shall hand over such seal to his or her successor.

Terms

2.04 The terms of the society shall be as follows: – Fall, December, Winter, Spring and Summer.
(Rule 2.04: Amended Fall Term Convocation, October 4, 2010)

Roll of the society and other archives

2.05 (1) The roll of the society, as required to be kept pursuant to section 28(1) of the Act shall comprise:

(a) the existing barristers’ roll, as added to from time to time, which shall be kept on parchment and on which shall be entered the names of the barristers who shall have seniority according to the dates of their several enrollments.

(b) such other records, files and information pertaining to members as may be maintained from time to time by the vice-president, including, but not limited to, records of the suspension, disbarment or resignation of a member from the society.

(2) The register of students as required to be kept pursuant to section 28(2) of the Act shall comprise:

(a) the existing students register which shall be kept on parchment and on which shall be entered the names of all students according to the period of their several admissions.

(b) such other records, files and information per-taining to students as may be maintained from time to time by the vice-president, including but not limited to, records of the suspension, striking from the register, or resignation of a student.

(3) When and so often as it shall be necessary to attach an additional piece of parchment to the roll or register of the society, such addition shall be made in the presence of at least five members present in convocation.

(4) The vice-president shall, during his or her term of office, safely keep the roll of the society, the register of students and any other archives of the society and shall take such steps as the vice-president deems necessary for the preservation, conservation, restoration and separate storage of all or any part of same.

(5) No alteration or addition shall be made in or upon the parchment of the roll of the society or the register of students, except under the authority of convocation.

Convocation and other meetings

2.06 (1) Benchers shall meet in Convocation at least five times during the calendar year, provided that if any unfinished business so require, a meeting may be adjourned and held out of term until such business has been completed in which case such business may be deemed to have been done in term.
(Rule 2.06(1): Amended Fall Term Convocation, October 4, 2010)

(2) Special meetings of the benchers may be convened, at any time, whether within or without term, in the manner provided in section 17(3) of the Act. A notice stating the objects of the special meeting shall be given to each bencher at least one day previous to the day of meeting, and no other business shall be taken up at such meeting.

(3) In default of a quorum, after the lapse of thirty minutes beyond the hour of meeting, the president, or in his or her absence the vice-president, or in the absence of the president or vice-president, the bencher being the senior barrister present, may adjourn convocation or any special meeting to another day.

(4) The proceedings of benchers in convocation shall be conducted as nearly as may be according to the ordinary parliamentary mode.

(5) After any question is put, no further debate thereon shall be allowed, but the contents and the non contents shall be recorded at the request of any bencher.

Order of procedures at convocation

2.07 The order of proceedings at convocation shall be as follows:

(1) Reading the minutes of last meeting of convocation.

(2) Report of the education committee with respect to candidates for call considered and disposed of.

(3) Call of barristers.

(4) Report of the education committee with respect to candidates for enrollment as solicitors considered and disposed of.

(5) Report of education committee with respect to persons applying for examination in order to enter into articles as students, considered and disposed of.

(6) Report of any special committee considered and disposed of.

(7) Petitions received, read and disposed of.

(8) Communications received, read and disposed of.

(9) Inquiries.

(10) Consideration of any other business specially appointed for the Term.

(11) Motions of which previous notice has been given.

(12) Notices of motion.

Reading of minutes

2.08 It shall be the duty of the vice-president at each convocation to read, or cause to be tabled, the minutes of the previous convocation or special meeting, which, after being approved, shall be signed by the president or the chair pro tem.

Vote by ballot

2.09 The election of the president, vice-president, and all other officers, and the co-option of any bencher shall be by ballot, and by the majority of all votes cast.

Presiding officers in convocation

2.10 The president for the time being shall preside in convocation and all special meetings of benchers. In the absence or inability of the president to sit, the vice-president shall preside; and in the absence or inability of the president and vice-president to sit, benchers shall choose from amongst the elective benchers a presiding officer in accordance with section 20(5) of the Act.

Vacancy in office of president

2.11 (1) Where a vacancy occurs in the office of president during the term of office of a president, the vice-president shall assume the office of president for the remainder of the term. In the event that the vice-president refuses or is unable to act, the benchers shall, at the first convocation after a vacancy in the office of president has occurred, or at a special meeting that is sooner called, elect a president from the elective benchers who shall serve as president for the remainder of the term of office.

(2) A retiring president shall be eligible for re-election.

Vacancy in office of vice-president

2.12 (1) Where a vacancy occurs in the office of vice-president during the term of office of a vice-president, whether by reason of the assumption of the office of president pursuant to rule 2.11 or for any other reason, the benchers shall, at the convocation after a vacancy in the office of vice-president has occurred, or at a special meeting that is sooner called, elect a vice-president from the elective benchers who shall serve as vice-president for the remainder of the term of office.

(2) A retiring vice-president shall be eligible for re-election.

Financial accounts

2.13 The president shall lay before convocation in spring term a statement of the financial affairs of the society. Such financial statements shall include a statement of revenue and expenditure for the fiscal period most recently ended and a balance sheet as at the date of the society’s most recent fiscal year end, and shall have been audited by the auditors of the society.

Banking

2.14 The bank or banks as designated by the benchers shall be the bank of deposit and account for the Law Society of Newfoundland and Labrador, and the president and/or vice-president shall from time to time cause to be deposited therein to the credit of the society all moneys received for and on account of the society.

Vice-president’s responsibilities

2.15 In addition to the duties required of the vice-president by the Act, the vice-president shall keep the minutes of the proceedings in convocation, and record the names of the benchers present, make up the journals, convene the meetings of convocation, conduct all necessary correspondence, prepare all necessary diplomas, certificates and other services incidental to the office.

Committees

2.16 (1) Benchers shall appoint and maintain at all times an education committee and a discipline committee in accordance with the provisions of the Act.

(2) Following the annual election of the president and vice-president, benchers shall establish an executive committee to consist of:

a) the president
b) the vice-president
c) the immediate past president
d) two other elective benchers

At any time, benchers may appoint to the executive committee an alternate member or members who,

i) may attend all meetings of the executive committee, and

ii) may vote at any meeting when the presence of such alternate member or members shall be necessary to establish a quorum.

(3) Benchers may appoint an accounts committee to consist of not less than three benchers.

(4) Benchers may appoint a complaints authorization committee to consist of not less than three benchers, one of whom must be a bencher appointed under section 8(1)(c) of the Act.

(5) Benchers may appoint a committee to consist of not less than three members on the library and any other department of the work of the society.

(6) Any such committee may sit in vacation as well as in term and may adjourn from time to time.

(7) Any vacancy in any committee shall be filled up by the committee, except in the cases of the executive committee and the complaints authorization committee where any vacancy shall be filled by benchers at the next meeting of benchers or at such later date as benchers may determine.

(8) With the exception of the executive committee and committee chairs, members of the standing committees of the society shall be appointed for a term of three years and are eligible for reappointment for one further term of three years. Members who have served for a total of six years on a standing committee are ineligible to be reappointed to that committee until a period of one year has expired. Immediately following the annual meeting in 1992, one third of the longest serving members of each of the standing committees shall retire and in the next two years following, one third of the longest serving members of the standing committee shall also retire. Notwithstanding this paragraph, benchers may in their discretion waive its application.

Executive committee

2.17 (1) Subject to sub-section (3) and any specific restrictions imposed by benchers from time to time, the executive committee appointed by benchers pursuant to rule 2.16(2) shall have, and may exercise, all the powers, duties and responsibilities of benchers at all times when benchers are not in meeting.

(2) The executive committee shall report in writing at each meeting of benchers all decisions taken by the executive committee since the preceding meeting of benchers.

(3) Notwithstanding rule 2.17(1), benchers may reverse, rescind, modify or vary any previous decision of the executive committee if such decision has not, at the time of such reversal, rescission, modification or variation, been acted upon and if no third person will be adversely affected or prejudiced thereby.

(4) The executive director of the society shall be an ex officio, non-voting member of the executive committee and shall act as secretary thereof.

Life membership

2.18 (1) Any member who has been a member for not less than ten (10) years and who:

(a) is over 65 years of age and is permanently retired from the practice of law; or

(b) is permanently disabled and therefore unable to practice law;

is eligible to have his or her memberhip continued as a life member in the Society without payment of the annual fee.

(2) Any former member who had been a member for not less than ten (10) years and who:

(a) resigned his or her membership in the society prior to the effective date of this rule, but would have been entitled to apply to continue that membership under the rule had it been in force at the date of his or her resignation; and

(b) has permanently retired from the practice of law but wishes to resume his or her membership as life membership in this Society,

is eligible for life membership without payment of a readmission fee or an annual fee.

(3) Where a member or former member is eligible under subsections 1 or 2 herein, benchers may bestow life membership on the member or former member either upon the person’s application, or at the instance of Benchers with the person’s consent upon such terms and subject to such conditions as benchers may prescribe.

(4) Notwithstanding subsections 1 and 2 herein, benchers may bestow life membership on any member or former member, with the consent of the member or former member, upon such terms and subject to such conditions as benchers may prescribe.

Non-practising membership

2.19 (1) Where a member

(a) applies for permission to resign membership in the society pursuant to section 30(1) of the Act;

(b) retires from the active practice of law or otherwise ceases the active practice of law;

(c) applies for permission to assume non-practising status pursuant to section 32(1) of the Act;

the member shall forthwith file with the society a completed application for discontinuance of practice in form 2.19A.

(2) Upon approval by the benchers, a member shall have the status of a non-practising member, until reinstated as a practising member by the Education Committee pursuant to rule 6.18.

(3) A member required to apply under this rule shall comply with all directions of benchers relative to the storage of the member’s inactive files and records, the making of arrangements for the servicing of the member’s active files and the closing out or continued maintenance and operation of the member’s trust accounts.

(4) If a member referred to in rule 2.19(5) is the sole voting shareholder of a professional law corporation then the member shall comply with all directions of benchers relative to the storage of the professional law corporation’s inactive files and records, the making of arrangements for the servicing of the professional law corporation’s active files and the closing out or continued maintenance and operation of the professional law corporation’s trust accounts.

(5) A non-practising member shall not, while holding such status, actively engage in, or hold himself or herself out as actively engaging in the practice of law within the meaning thereof in section 2(2) of the Act.

(6) A non-practising member is exempted from payment of the annual practice fee for each year that he or she has the status of non-practising member but shall be required to pay a non-practising member’s fee as provided for in these rules.

(7) Following approval by benchers, a member who has permanently retired or ceased the active practice of law, is exempt from payment of the non-practising member’s fee as provided for in these rules.

Changes in association of practice

2.20 (1) Where a member:

(a) gives notice of changing the member’s association in practice from one firm to another or gives notice of changing the name or style under which the member carries on practice;

(b) gives notice of continuing the active practice of law as a sole practitioner or as a sole voting shareholder of a professional law corporation after having practised in association with a firm or one or more legal practitioners; or

(c) gives notice of continuing the active practice of law in association with a firm or one or more legal practitioners after having practised as a sole practitioner or as the sole voting shareholder of a professional law corporation or after having practised in association with a firm or legal practitioners different from those with whom the member now proposes to associate;

the member shall forthwith file with the society a completed notice of change in association of practice in form 2.20A, together with a letter and form 5.06C from an accountant, as defined in rule 5.01(a), certifying that the member or firm with whom the member proposes to associate has in place a trust accounting system that will enable him, her or it to comply with the trust account rules and that he, she or it has been instructed in the procedures to be followed in order to operate the trust accounting system.

(2) The letter of an accountant and form 5.06C required by sub-paragraph (1) shall not be required in circumstances where the member is associating in practice with persons who are members of an existing firm who are not in contravention of rule 5.06 and who propose to continue to use the same trust accounts and books of account as were previously operated by that firm.

(3) A member required to give notice under this rule shall comply with all directions of benchers relative to the storage of the member’s inactive files and records, the making of arrangements for the servicing of the member’s active files and the closing out or continued maintenance and operation of the member’s trust accounts.

(4) If a member referred to in rule 2.20(3) is the sole voting shareholder of a professional law corporation then the member shall comply with all directions of benchers relative to the storage of the professional law corporation’s inactive files and records, the making of arrangements for the servicing of the professional law corporation’s active files and the closing out or continued maintenance and operation of the professional law corporation’s trust accounts.

Commencement or resumption of practice

2.21 (1) Where a member

(a) applies to commence the active practice of law; or

(b) applies to resume the active practice of law after having resigned, been suspended or disbarred, or having held non-practising status;

the member shall forthwith file with the society a completed application for commencement or resumption of practice in form 2.21A together with a letter and form 5.06C from an accountant, as defined in rule 5.01(a), certifying that the member or firm with whom the member proposes to associate has in place a trust accounting system that will enable him, her or it to comply with the trust account rules and that he, she or it has been instructed in the procedures to be followed in order to operate the trust accounting system.

(2) The letter of an accountant and form 5.06C required by sub-paragraph (1) shall not be required in circumstances where the member is associating in practice with persons who are members of an existing firm who are not in contravention of rule 5.06 and who propose to continue to use the same trust accounts and books of account as were previously operated by that firm.

(3) An application for the commencment or resumption of practice in form 2.21A must be completed following approval by the Education Committee pursuant to rule 6.18.
(Rule 2.21(3): Amended Summer Term Convocation, June 20, 2008)

Insurance Exemption

2.22 Where a member applies for exemption from the requirement for professional liability insurance, the member shall forthwith file with the society a completed application in form 2.22A.

Resignations

2.23 No member shall be permitted to resign membership in the society unless:

(a) there are no outstanding and unresolved allegations and complaints pending involving the member;

(b) there are no outstanding discipline proceedings pending involving the member or no appeals are pending from any discipline decision;

(c) the member complies with rule 2.19 and benchers are satisfied that arrangements for the storage of the member’s inactive files and records, the servicing of the member’s active client files and the closing out of the member’s trust accounts have been satisfactorily made; and

(d) benchers are satisfied that arrangements for the storage of the professional law corporation’s inactive client files and the closing out of the professional law corporation’s trust accounts have been satisfactorily made, where the member is the sole voting shareholder of a professional law corporation.

Failure to comply

2.24 Failure by a member or former member to comply with rules 2.19, 2.20, 2.21 or 2.22 constitutes an allegation of conduct deserving of sanction.