O-6, r. 1 - Regulation respecting the business of the board of directors and general meetings of the Ordre des opticiens d’ordonnances du Québec

À jour au 1^er septembre 2012

Ce document a valeur officielle.

chapter O-6, r. 1

Regulation respecting the business of the board of directors and general meetings of the Ordre des opticiens d’ordonnances du Québec

Dispensing Opticians Act

(chapter O-6, s. 3).

Professional Code

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

DIVISION I BOARD OF DIRECTORS

1. The board of directors of the Ordre des opticiens d’ordonnances du Québec consists of 9 persons including the president.

O.C. 55-94, s. 1.

2. The president shall determine the date, time and place of the meetings of the board of directors.

O.C. 55-94, s. 2.

3. A special meeting of the board of directors may be held by means of a conference call for all the members or for some of them, provided that they may be heard by all the other members participating in the meeting. Where the meeting is held for all the members of the board of directors, it is deemed to have been held at the head office of the Order.

O.C. 55-94, s. 3.

4. The president shall draw up the agenda of each meeting.

O.C. 55-94, s. 4.

5. A regular meeting of the Order shall be called by the secretary of the Order by means of a written notice of meeting sent with the agenda to each member of the board of directors by mail, telegram, fax or messenger at least 5 days before the scheduled date of the 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. 55-94, s. 5.

6. A special meeting of the board of directors shall be called by the secretary of the Order by means of a written notice of meeting sent with the agenda to each member of the board of directors by mail, telegram, fax or messenger at least 24 hours before the scheduled date of the meeting.

Only the items on the agenda may be discussed at a special meeting.

O.C. 55-94, s. 6.

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

O.C. 55-94, s. 7.

8. Notwithstanding sections 5 and 6, a meeting of the board of directors is considered to be regularly called if all the members are present and waive the notice of meeting.

O.C. 55-94, s. 8.

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

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

O.C. 55-94, s. 9.

10. 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 specified in the notice of meeting, the secretary of the Order shall enter in the minutes the names of the members present and the names of the members participating by conference call.

O.C. 55-94, s. 10.

11. Where the president adjourns a meeting of the board of directors for lack of a quorum, the secretary of the Order shall enter in the minutes the time of the adjournment, the names of the members present and the names of the members participating by conference call.

O.C. 55-94, s. 11.

12. At the beginning of each meeting, the secretary shall read the minutes of the preceding meeting.

At the request of a director, the board of directors may amend the minutes if they contain errors or are inconsistent with the decisions taken. Where the minutes are consistent, they are adopted without amendment.

O.C. 55-94, s. 12.

13. To be considered, every proposal must be seconded.

O.C. 55-94, s. 13.

14. A director may propose an amendment to a proposal. A director may also propose a sub-amendment. In such case, the vote shall be taken first on the sub-amendment, then on the amendment and lastly on the leading proposal.

O.C. 55-94, s. 14.

15. A member of the board of directors who is in a situation of conflict of interest over an issue shall advise the board of directors of the conflict and shall abstain from voting.

O.C. 55-94, s. 15.

16. The vice-president shall chair the meeting of the board of directors should the president request to take part in the discussion.

The board of directors shall designate a member to chair the meeting should the president and the vice-president request to take part in the discussion.

O.C. 55-94, s. 16.

17. The board of directors shall sit closed to the public. It may, where the majority of the members participating in the meeting decide otherwise, hold a public meeting or authorize certain persons to attend the meeting.

O.C. 55-94, s. 17.

18. The members of the board of directors shall vote by secret ballot where one of the members so requests. In such a case, the president shall establish the procedure to be followed and shall act as scrutineer.

The members participating in a conference call may vote by mail. For that purpose, the secretary shall send them a ballot paper and use the procedure required for a secret vote.

O.C. 55-94, s. 18.

DIVISION II OFFICERS

19. The president shall perform the duties assigned to him under the Dispensing Opticians Act (chapter O-6), the Professional Code (chapter C-26) and the regulations and resolutions of the Order.

O.C. 55-94, s. 19.

20. The president shall be the only person authorized to speak for the Order on matters relating to the business of the Order or the practice of the profession.

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

O.C. 55-94, s. 20.

21. At the first meeting following the election of the members of the board of directors, the members shall elect 2 counsellors from among their number and shall then select from among the counsellors the person who will act as vice-president of the Order and the person who will act as treasurer.

O.C. 55-94, s. 21.

22. The vice-president shall assist the president in the performance of his duties. The vice-president shall perform the duties and exercise the powers of the president where the president is absent or unable to act.

O.C. 55-94, s. 22.

23. The powers and duties of the treasurer are as follows:

(1)  auditing of the income and expenses of the Order;

(2)  authorization of expenses that exceed the amount set from time to time by resolution of the board of directors;

(3)  submission of interim financial reports to the board of directors;

(4)  disposal of securities pursuant to a resolution of the board of directors; and

(5)  management of the Order’s committee on finance.

O.C. 55-94, s. 23.

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

O.C. 55-94, s. 24.

DIVISION III ALLOWANCES AND REMUNERATION

25. The elected members attending a meeting of the board of directors or a general meeting of the members of the Order are entitled to a travel and lodging allowance and to a lump sum for each day of attendance.

O.C. 55-94, s. 25.

26. Any expert consultant whose services are retained by the Order from time to time shall be paid a travel and lodging allowance and a lump sum for each day of attendance at a meeting or general meeting.

O.C. 55-94, s. 26.

27. The remuneration of the president and the allowances and sums referred to in sections 25 and 26 shall be determined by the board of directors.

O.C. 55-94, s. 27.

DIVISION IV GENERAL MEETINGS

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

O.C. 55-94, s. 28.

29. The secretary of the Order shall call a general meeting by means of a written notice of meeting sent to each member and to each director appointed in accordance with section 78 of the Professional Code (chapter C-26) at their domicile at least 30 days before the scheduled date of the meeting.

O.C. 55-94, s. 29.

30. In addition to the manner of calling meetings prescribed in section 29, the secretary may call the annual general meeting by means of a written notice of meeting, published or inserted in a publication sent by the Order to each member and a copy of which is also sent to each director appointed in accordance with section 78 of the Professional Code (chapter C-26) at least 30 days before the scheduled date of the meeting. The notice shall measure at least 120 cm2 and appear under the heading “NOTICE OF ANNUAL GENERAL MEETING”.

O.C. 55-94, s. 30.

31. Every notice of meeting shall be accompanied by a proposed agenda for the meeting and, where applicable, by any other document, and shall specify the date, time and place determined for the holding of the meeting.

A notice of meeting for a special general meeting shall be accompanied, in addition to any other document, by an agenda for the meeting and only those items on the agenda may be discussed at the meeting.

O.C. 55-94, s. 31.

32. A member of the Order may request that the board of directors enter an item on the agenda of a general meeting.

A written request to that effect shall be sent to the secretary of the Order at least 5 days before the scheduled date of the meeting.

O.C. 55-94, s. 32.

33. The agenda of a special general meeting, called upon the written request of the number of members required to form a quorum, in accordance with section 106 of the Professional Code (chapter C-26), shall contain the items mentioned in the request.

O.C. 55-94, s. 33.

34. 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 45 minutes following the time specified in the notice of meeting, the secretary of the Order shall enter in the minutes the time of the adjournment and the names of the members of the Order attending the meeting.

O.C. 55-94, s. 34.

35. The quorum of a general meeting is 30 members.

O.C. 55-94, s. 35.

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

O.C. 55-94, s. 36.

DIVISION V MISCELLANEOUS

37. Cheques and commercial instruments shall bear the signature of the person or persons authorized by resolution of the board of directors to sign for and on behalf of the Order.

O.C. 55-94, s. 37.

38. The head office of the Order is situated in the territory of the Communauté métropolitaine de Montréal.

O.C. 55-94, s. 38.

39. The seal of the Order is the seal imprinted on the copy of this Regulation kept by the secretary of the Order.

O.C. 55-94, s. 39.

40. The graphic symbol and the name of the Order shall appear on the Order’s correspondence and documents.

O.C. 55-94, s. 40.

41. Where none of the rules of procedure provided for in the Code or in this Regulation provides a solution to a particular situation, the rules provided for in Procédure des assemblées délibérantes, by Victor Morin, 1972, 4th edition, shall apply with the necessary modifications.

O.C. 55-94, s. 41.

42. (Omitted).

O.C. 55-94, s. 42.

43. (Omitted).

O.C. 55-94, s. 43.

REFERENCES

O.C. 55-94, 1994 G.O. 2, 688

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