P-12, r. 2 - Regulation respecting the business of the board of directors and general meetings of the Ordre des podiatres du Québec

Updated to 1 September 2012

This document has official status.

chapter P-12, r. 2

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

Podiatry Act

(chapter P-12, a. 3).

Professional Code

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

DIVISION I BOARD OF DIRECTORS

1. The board of directors of the Ordre des podiatres du Québec consists of 8 directors.

O.C. 283-93, s. 1.

2. A regular meeting of the board of directors shall be called by the secretary of the Order 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. 283-93, s. 2.

3. A special meeting of the board of directors shall be called by the secretary by means of a written notice sent with the agenda to each member of the board of directors by mail, telegram, fax or messenger at least 48 hours before the date of the meeting.

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

O.C. 283-93, 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. 283-93, s. 4.

5. Notwithstanding sections 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 take part in a conference call and waive the notice of meeting.

O.C. 283-93, 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 consent of all the members of the board of directors attending the meeting.

O.C. 283-93, s. 6.

7. The vice-president shall carry out the duties and exercise the powers of the president where the latter is absent or unable to act.

O.C. 283-93, s. 7.

8. 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. 283-93, s. 8.

9. 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. 283-93, s. 9.

10. 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. 283-93, s. 10.

11. The members of the board of directors shall vote by secret ballot where a member so requests.

O.C. 283-93, s. 11.

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

O.C. 283-93, 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. 283-93, s. 13.

14. The secretary of the Order shall act as secretary of the board of directors.

O.C. 283-93, s. 14.

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

He may nevertheless designate another person to act as spokesman for the Order.

O.C. 283-93, s. 15.

16. Every member of the board of directors may express his opinion in public on matters relating to the business of the Order or the practice of the profession, if he informs his audience that the ideas he is expressing are his own and are not necessarily shared by the board of directors.

O.C. 283-93, s. 16.

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

O.C. 283-93, s. 17.

DIVISION II GENERAL MEETINGS

18. 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 the request.

O.C. 283-93, s. 18.

19. 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 sent in writing, care of the secretary, and must arrive at the head office of the Order at least 7 days before the date of the meeting.

O.C. 283-93, s. 19.

20. 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. 283-93, s. 20.

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

O.C. 283-93, s. 21.

22. 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. 283-93, s. 22.

23. In addition to the manner of calling a general meeting prescribed in the first paragraph of section 22, the secretary may call the annual general meeting by means of a notice of general meeting 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 100 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 of general meeting 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. 283-93, s. 23.

24. The quorum of a general meeting of the Order is 20 members.

O.C. 283-93, s. 24.

25. 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 general meeting, the secretary shall record in the minutes the names of the members of the Order then present.

O.C. 283-93, s. 25.

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

O.C. 283-93, s. 26.

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

O.C. 283-93, s. 27.

DIVISION III MISCELLANEOUS AND FINAL

28. Cheques and orders to pay issued by the Order shall be signed by at least 2 of the persons authorized to sign by the board of directors.

O.C. 283-93, s. 28.

29. The head office of the Order is situated in the Montréal region within the meaning of Décret concernant la révision des limites des régions administratives du Québec (chapter D-11, r. 1).

O.C. 283-93, s. 29.

30. The seal of the Order is the seal imprinted on the copy of this Regulation held by the secretary of the Order.

O.C. 283-93, s. 30.

31. 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, 1987, shall apply, with the necessary modifications.

O.C. 283-93, s. 31.

32. (Omitted).

O.C. 283-93, s. 32.

33. (Omitted).

O.C. 283-93, s. 33.

REFERENCES

O.C. 283-93, 1993 G.O. 2, 1883

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