D-3, r. 1 - Regulation respecting the business of the board of directors and general meetings of the Ordre des dentistes du Québec

Replaced on 29 March 2018

This document has official status.

chapter D-3, r. 1

Regulation respecting the business of the board of directors and general meetings of the Ordre des dentistes du Québec

Dental Act

(chapter D-3, s. 3).

Professional Code

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

Replaced, Décision OPQ 2018-166, 2018 G.O. 2. 1610; eff. 2018-03-29; see chapter D-3, r. 11.1.

DIVISION I GENERAL PROVISIONS

1.01. In this Regulation, unless the context indicates otherwise,

(a)  “Order” means the Ordre des dentistes du Québec;

(b)  “president” means the president of the Order.

R.R.Q., 1981, c. D-3, r. 2, s. 1.01.

1.02. The Interpretation Act (chapter I-16) applies to this Regulation.

R.R.Q., 1981, c. D-3, r. 2, s. 1.02.

DIVISION II THE BOARD OF DIRECTORS

2.01. The secretary of the board of directors is the person assigned to that office by the board of directors.

R.R.Q., 1981, c. D-3, r. 2, s. 2.01.

2.02. Subject to section 82 of the Professional Code (chapter C-26), the members of the board of directors shall meet at the hour, date and place designated by the president.

R.R.Q., 1981, c. D-3, r. 2, s. 2.02.

2.03. The secretary of the board of directors shall convene the members of the board of directors by a written notice sent at least 15 clear days before the date of the meeting and indicating the subjects on the agenda.

R.R.Q., 1981, c. D-3, r. 2, s. 2.03.

2.04. In an emergency, the secretary of the board of directors summons the members, by telephone or by telegram, giving no less than 48 hours’ notice, and specifying the purpose of the meeting. The meeting may take the form of a telephone conference call.

R.R.Q., 1981, c. D-3, r. 2, s. 2.04.

2.05. Notwithstanding sections 2.03 and 2.04, a meeting of the board of directors shall be considered to be regularly held if all the members of the board of directors are present and waive the notice of convocation.

R.R.Q., 1981, c. D-3, r. 2, s. 2.05.

2.06. A member of the board of directors may, in writing or by telegram, cablegram or telex addressed to the Order, waive any notice of convocation of a meeting of the members of the v or any absence of a notice or holding of the meeting; such waiver may be given before or after the meeting concerned. Attendance by a member of the board of directors at a meeting shall constitute a waiver of the notice of convocation to such meeting, except when the said member is present thereat for the express purpose of objecting to the holding of such meeting or to the discussion of a matter.

R.R.Q., 1981, c. D-3, r. 2, s. 2.06.

2.07. A member of the board of directors who is in a situation of conflict of interest shall not participate in the deliberations nor vote. He may however be heard.

The president of the Order shall decide, at a meeting, if a member is in a situation of conflict of interest.

R.R.Q., 1981, c. D-3, r. 2, s. 2.07.

2.08. If at least 2 members of the board of directors so request, voting shall be carried out by secret ballot. The chair of the meeting thereupon shall designate 2 scrutineers to count the vote.

R.R.Q., 1981, c. D-3, r. 2, s. 2.08.

2.09. The board of directors may authorize any person other than its members to be present at its meetings.

R.R.Q., 1981, c. D-3, r. 2, s. 2.09.

2.10. Decisions shall be taken by majority vote of the members present. In the case of a tie-vote, the president shall have a casting vote.

R.R.Q., 1981, c. D-3, r. 2, s. 2.10.

DIVISION III EXECUTIVE COMMITTEE

3.01. The secretary of the executive committee is the person assigned to that office by the executive committee.

R.R.Q., 1981, c. D-3, r. 2, s. 3.01.

3.02. The secretary of the executive committee shall convene the members of the executive committee by means of a written notice that he shall send at least 8 days before the date of the meeting.

R.R.Q., 1981, c. D-3, r. 2, s. 3.02.

3.03. In an emergency, the president may, by telephone or by telegram, call a meeting of the executive committee provided that all members are given no less than 24 hours’ notice. The meeting may take the form of a telephone conference call.

R.R.Q., 1981, c. D-3, r. 2, s. 3.03.

3.04. Notwithstanding sections 3.02 and 3.03, a meeting of the executive committee shall be considered to be regularly held if all the members are present and waive the notice of convocation.

R.R.Q., 1981, c. D-3, r. 2, s. 3.04.

3.05. Decisions shall be taken by majority vote of the members present. In the case of a tie-vote, the chair shall have a casting vote.

R.R.Q., 1981, c. D-3, r. 2, s. 3.05.

3.06. Where urgent and unforeseen expenses not provided for in the budget are required between meetings of the board of directors, the executive committee may authorize any expenditure up to $10,000 with a view to ensuring the proper administration of the current affairs of the Order.

R.R.Q., 1981, c. D-3, r. 2, s. 3.06; O.C. 824-91, s. 1.

3.07. Without incurring any restriction of its powers, the board of directors delegates to the executive committee the following:

(a)  the power to prosecute in cases of illegal practice of dentistry;

(b)  the power to order a medical examination in accordance with section 48 and following of the Professional Code (chapter C-26);

(c)  the exercise of the powers of the board of directors as stipulated in section 110 of the Code.

R.R.Q., 1981, c. D-3, r. 2, s. 3.07.

DIVISION IV GENERAL MEETINGS AND QUORUM

4.01. The board of directors shall fix the date, place and agenda of the general meetings.

R.R.Q., 1981, c. D-3, r. 2, s. 4.01.

4.01.01. A notice for a general meeting must indicate the date, time and place and include the proposed agenda of the meeting.

O.C. 824-91, s. 2.

4.01.02. A general meeting of the members of the Order shall be convened by the secretary of the Order by means of a notice of meeting sent by mail at least 30 days prior to the date of the meeting to each member of the Order and to each director appointed under section 78 of the Code.

In the case of a special general meeting, the secretary of the Order, subject to section 106 of the Code, may send the notice of meeting less than 30 days before the date of the meeting.

O.C. 824-91, s. 2.

4.01.03. Notwithstanding the first paragraph of section 4.01.02, the annual general meeting of the members may be convened by the secretary of the Order by means of a notice of meeting that complies with section 4.01.01 and is published or inserted in a publication which the Order sends to each of its members. The notice must cover at least 2 columns and be entitled

“NOTICE OF ANNUAL GENERAL MEETING”.

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

O.C. 824-91, s. 2.

4.02. Upon the written request of at least 50 members, the secretary of the Order must convene a general meeting at a date not later than 30 days after the request. Such request must specify the subjects on the agenda.

R.R.Q., 1981, c. D-3, r. 2, s. 4.02; O.C. 824-91, s. 3.

4.03. The quorum of a general meeting shall be fixed at 50 members. If a quorum exists at the beginning of a meeting of the members, the members present may deliberate upon the subjects on the agenda, notwithstanding the fact that the quorum is not maintained during the entire meeting.

R.R.Q., 1981, c. D-3, r. 2, s. 4.03.

4.04. Where a quorum is not reached at a general meeting, the secretary of the Order shall draw up minutes to that effect and another general meeting shall be convened.

R.R.Q., 1981, c. D-3, r. 2, s. 4.04.

4.05. Only the members present have the right to vote.

R.R.Q., 1981, c. D-3, r. 2, s. 4.05.

4.06. If at least 25 members with the right to vote so request, voting shall take place by secret ballot. The chair of the meeting designates 2 scrutineers to count the vote.

R.R.Q., 1981, c. D-3, r. 2, s. 4.06.

4.07. Decisions shall be taken by majority vote. In the case of a tie-vote, the chair of the meeting shall have a casting vote.

R.R.Q., 1981, c. D-3, r. 2, s. 4.07.

4.08. A general meeting may be adjourned by a resolution supported by a majority of the members present, in which case only matters on the agenda of that meeting may be discussed when the meeting is reconvened.

R.R.Q., 1981, c. D-3, r. 2, s. 4.08.

4.09. Any member of the Order wishing a matter be placed on the agenda of a general meeting may submit the matter to the secretary of the Order 30 days before the meeting of the board of directors preceding the general meeting.

O.C. 824-91, s. 4.

DIVISION V MISCELLANEOUS PROVISIONS

5.01. The head office of the Order is situated within the judicial district of Montréal at a place designated by the board of directors.

R.R.Q., 1981, c. D-3, r. 2, s. 5.01.

5.02. The board of directors must authorize 4 persons to sign cheques issued by the Order which, moreover, must be signed by 2 of them, one of whom being the president or the general manager of the Order.

R.R.Q., 1981, c. D-3, r. 2, s. 5.02.

5.03. The members of the board of directors and the executive committee shall receive the indemnities fixed by resolution of the board of directors for each of the meetings at which they are present.

R.R.Q., 1981, c. D-3, r. 2, s. 5.03.

5.04. The remuneration of the president shall be fixed by resolution of the board of directors.

R.R.Q., 1981, c. D-3, r. 2, s. 5.04.

5.05. Subject to sections 2.03 and 3.03, every notice to a member of the Order shall be mailed at Montréal, stamped and sent to such member at his address in the registers of the Order or, if his address does not appear therein, to his last address known by the secretary. Failure to receive a notice on the part of a member shall not invalidate the acts performed nor the deliberations which took place at a meeting.

R.R.Q., 1981, c. D-3, r. 2, s. 5.05.

5.06. The secretary has custody of the seal of the Order.

R.R.Q., 1981, c. D-3, r. 2, s. 5.06.

5.07. Subject to the Professional Code (chapter C-26), any question of procedure not provided for in this Regulation shall be governed by the rules contained in Procédure des assemblées délibérantes by Victor Morin, with the necessary modifications.

R.R.Q., 1981, c. D-3, r. 2, s. 5.07.

REFERENCES

R.R.Q., 1981, c. D-3, r. 2

O.C. 824-91, 1991 G.O. 2, 1961

S.Q. 2008, c. 11, ss. 212 and 213