C-26, r. 223 - Regulation respecting the business of the board of directors and general meetings of the Ordre professionnel des techniciens et techniciennes dentaires du Québec

Updated to 1 September 2012

This document has official status.

chapter C-26, r. 223

Regulation respecting the business of the board of directors and general meetings of the Ordre professionnel des techniciens et techniciennes dentaires du Québec

Professional Code

(chapter C-26, ss. 93, pars. a, e and f and 94, par. b).

DIVISION I BOARD OF DIRECTORS

1. Where the president is elected by a general vote of the members of the Ordre professionnel des techniciens et techniciennes dentaires du Québec, the board of directors shall consist of 9 persons including the president.

Where the president is elected by the vote of the elected directors, the board of directors shall consist of 9 persons including the president.

O.C. 1058-91, s. 1.

2. A regular meeting of the board of directors shall be called by the secretary of the Order at the request of the president, by means of a notice of meeting sent with the agenda to each member of the board of directors at least 5 days before the date of the meeting.

O.C. 1058-91, s. 2.

3. A special meeting of the board of directors shall be called by the secretary at the request of the president or of one-quarter of the members of the board of directors provided that:

(1)  all directors are notified at least 2 days prior to the meeting by telegram, fax or telephone; and

(2)  upon being notified, directors are informed of all matters to be discussed at the meeting.

At a special meeting, only the matters for which it was called may be discussed.

O.C. 1058-91, s. 3.

4. Every notice for a meeting of the board of directors shall indicate the date, time and place of the meeting.

O.C. 1058-91, s. 4.

5. Notwithstanding section 2 and 3, a meeting of the board of directors is considered to be regularly held if all the members are present and waive the notice of meeting, or where they are not present or physically in attendance at the place where a meeting of the board of directors is held, all the members waive the notice of meeting and take part in a conference call.

O.C. 1058-91, s. 5.

6. The president shall draw up the agenda of every meeting. The agenda of a regular meeting may be changed only with the unanimous consent of the members of the board of directors taking part in the meeting.

O.C. 1058-91, s. 6.

7. The vice-president shall chair the meeting of the board of directors where the president wishes to take part in the discussion.

The board of directors shall designate one of its members to chair the meeting where the president and vice-president are absent or wish to take part in the discussion.

O.C. 1058-91, s. 7.

8. The president shall ascertain whether there is a quorum prior to the beginning of each meeting.

Where the meeting cannot begin for lack of a quorum within 30 minutes following the time mentioned in the notice of meeting, the secretary shall record in the minutes the names of the members of the board of directors then present.

O.C. 1058-91, s. 8.

9. Where the president adjourns a meeting of the board of directors for lack of a quorum, the secretary shall record in the minutes the time of adjournment and the names of the members of the board of directors then present.

O.C. 1058-91, s. 9.

10. The vote shall be taken by show of hands, except where a director requests a vote by secret ballot. In that case, the president shall determine the applicable procedure.

O.C. 1058-91, s. 10.

11. The secretary shall act as secretary of the board of directors and shall have the right to vote if he is a member of the board of directors. Where the secretary is absent or unable to act, he shall be replaced by a person designated by the board of directors. For the purposes of the meeting, that person shall assume all the duties of the secretary being replaced.

O.C. 1058-91, s. 11.

12. The board of directors sits in camera. It may, where the majority of the members taking part decide otherwise, hold a public meeting or authorize certain persons to attend or take part in a meeting.

O.C. 1058-91, s. 12.

13. At the first meeting of the board of directors immediately following the taking of office of the president or of a director, the first matter on the agenda shall be the swearing in of the new member.

The taking of the oath of discretion shall be in the form in Schedule II to the Professional Code (chapter C-26).

O.C. 1058-91, s. 13.

14. The president is the only person authorized to speak for the Order on matters respecting the business of the Order or the pratice of the profession.

O.C. 1058-91, s. 14.

15. The vice-president shall carry out the duties of the president where the latter is absent or unable to act.

O.C. 1058-91, s. 15.

16. Notwithstanding sections 14 and 15, the president or, where he is unable to act, the vice-president may authorise another person to act as spokesman for the Order on matters relating to the pratice of the profession.

O.C. 1058-91, s. 16.

17. Subject to section 16, a director may not express his opinion in public on matters relating to the practice of the profession, unless he informs his audience and states clearly that the ideas he is expressing are his own and are not necessarily shared by the Order’s authorities.

O.C. 1058-91, s. 17.

18. A member of the board of directors who is in a conflict of interest over an issue must disclose the conflict to the board of directors and abstain from voting.

O.C. 1058-91, s. 18.

DIVISION II GENERAL MEETINGS

19. The board of directors shall draw up the proposed agenda of a general meeting.

Where a special general meeting is called at the written request of the members of the Order in accordance with section 106 of the Code, the proposed agenda shall contain the matters indicated in that request.

During a special general meeting, only the matters mentioned in the proposed agenda may be discussed.

O.C. 1058-91, s. 19.

20. Any member of the Order may request that the board of directors place a matter on the proposed agenda of a general meeting.

Such request shall be received in writing at the head office of the Order, care of the secretary, at least 15 days before the date of the meeting.

O.C. 1058-91, s. 20.

21. A general meeting of the members of the Order shall be held at the date, time and place determined by the board of directors.

O.C. 1058-91, s. 21.

22. At an annual general meeting, unless the requirements of section 20 are complied with, a proposal respecting a matter that is not on the agenda can be accepted only with the consent of two-thirds of the members present.

O.C. 1058-91, s. 22.

23. Notwithstanding sections 20 and 22, a proposal aimed at determining the mode of election of the president must appear on the agenda sent with the notice of general meeting.

O.C. 1058-91, s. 23.

24. The secretary shall act as secretary for a general meeting and shall have the right to vote if he is a member of the Order.

O.C. 1058-91, s. 24.

25. Where the secretary is absent or unable to act, he shall be replaced by a person designated by the members attending the general meeting. For purposes of the meeting, that person shall assume the duties of the secretary being replaced.

O.C. 1058-91, s. 25.

26. A notice of general meeting shall indicate the date, time, and place of the meeting and include a proposed agenda.

O.C. 1058-91, s. 26.

27. The secretary shall call a general meeting by means of a notice of general meeting sent by mail at least 30 days before the date of the meeting to each member of the Order at the address entered on the roll.

Within the same time period, the secretary shall likewise send the notice of general meeting, and any other document sent to the members of the Order for the purposes of that meeting, to each director appointed under section 78 of the Code.

In the case of a special general meeting, the time period mentioned in the first paragraph shall be at least 5 days.

O.C. 1058-91, s. 27.

28. In addition to the manner of calling a general meeting prescribed in the first paragraph of section 27, the secretary may call the annual general meeting by means of a notice published or inserted in a publication which the Order sends at least 30 days before the date of the meeting to each of its members at the address entered on the roll. The notice shall measure at least 300 cm2 and appear under the heading “NOTICE OF ANNUAL GENERAL MEETING”.

In that case, at least 30 days before the date of the meeting, the secretary shall send a copy of the publication in which the notice is published or inserted, as well as any other document sent to the members of the Order for the purpose of the meeting, to each director appointed under section 78 of the Code.

O.C. 1058-91, s. 28.

29. The quorum of a general meeting of the Order is 15 members.

O.C. 1058-91, s. 29.

30. The president shall ascertain whether there is a quorum prior to the beginning of each meeting.

Where the meeting cannot begin for lack of a quorum within 30 minutes following the time mentioned in the notice, the secretary shall record in the minutes the names of the members of the Order then present.

O.C. 1058-91, s. 30.

31. During a special general meeting, only the matters mentioned in the agenda shall be discussed.

O.C. 1058-91, s. 31.

32. Decisions shall be taken by majority vote of the members present.

O.C. 1058-91, s. 32.

DIVISION III MISCELLANEOUS

33. The board of directors shall authorize 3 persons to sign cheques issued by the Order. The cheques shall be signed by 2 of those persons including the president or the secretary.

O.C. 1058-91, s. 33.

34. The head office of the Order shall be situated in the territory of the Communauté métropolitaine de Montréal.

O.C. 1058-91, s. 34.

35. The seal of the Order is the seal whose imprint appears on the copy of this Regulation held by the secretary of the Order.

O.C. 1058-91, s. 35.

36. The graphic sign and name of the Order shall appear on the correspondence and documents of the Order.

O.C. 1058-91, s. 36.

37. Where none of the rules of procedure in the Code or in this Regulation provides a solution to a particular situation, the rules in Procédure des assemblées délibérantes by Victor Morin, 4e édition, 1972 (or in the Guide de procédure des assemblées délibérantes, 2e édition, Secrétariat général, Université de Montréal, 1982) shall apply, with the necessary modifications.

O.C. 1058-91, s. 37.

38. This Regulation replaces the Regulation respecting the business of the Bureau of the Corporation professionnelle des techniciens dentaires du Québec (O.C. 267-86, 86-03-12).

O.C. 1058-91, s. 38.

39. (Omitted).

O.C. 1058-91, s. 39.

REFERENCES

O.C. 1058-91, 1991 G.O. 2, 3234

S.Q. 2008, c. 11, s. 212