AMENDED AND RESTATED BY-LAWS OF THE ALBERTA SOCIETY OF DENTAL SPECIALISTS (the “SOCIETY”)
Article 1 --INTERPRETATION
1.1 Definitions In these Bylaws, unless the case and context otherwise requires:
(a) "Active Member" is a person who satisfies the requirements of these By-laws for such designation;
(b) "Annual General Meeting" means the annual general meeting of the Members;
(c) "Annual Membership Fees" mean the annual fees to be paid by Active Members, as set by the Board in accordance with these Bylaws;
(d) "Board" means the Directors and Officers of the Society and "Board Member" means any one of them;
(e) "Bylaws" means the by-laws of the Society, as they may be amended or replaced from time to time;
(f) "Capacity" means, in respect of the making of a decision about a matter, the ability to understand the information that is relevant to the decision and to appreciate the reasonably foreseeable consequences of :
i. a decision, or ii. a failure to make a decision;
(g) “Dental Specialist” means a dentist who is registered, pursuant to the provisions of the Health Professions Act, R.S.A. 2000, c. H-7, and any regulations thereunder, all as may be amended or replaced from time to time, to use the following titles:
i. “Endodontist”; ii. “Oral and Maxillofacial Surgeon”; iii. “Oral Pathologist and Oral Medicine Specialist”;
iv. “Oral and Maxillofacial Radiologist”;
v. “Orthodontist and Dentofacial Orthopedist”;
vi. “Pediatric Dentist”; vii. “Periodontist”; viii. “Prosthodontist”;
ix. “Public Health Dentist”;
x. Such further and other titles for specialties of dentists as may be listed or prescribed from time to time thereunder.
(h) "Directors" means those Active Members elected to the Board who are not Officers;
(i) "Head Office" means the main business office of the Society, as may be determined by the Board, from time to time;
(j) "Honorary Member" means an individual who satisfies the requirements of these Bylaws for such designation;
(k) "Members" means the Active Members and the Honorary Members and “Member” means any one of them;
(l) "Objects" means the purpose or purposes for which the Society was incorporated, as described in its incorporation documents filed at the Alberta Corporate Registry;
(m) "Officers" means the President, President-Elect, Past President and Secretary-Treasurer of the Society;
(n) "Registered Office" means the registered office of the Society as shown in the Alberta Corporate Registry;
(o) "Society" means The Alberta Society of Dental Specialists.
(p) "Societies Act" means the Societies Act, R.S.A. 2000, c. S-14 and any regulations thereto, as may be amended or replaced from time to time.
(q) "Society Rules" means the rules passed by the Board in accordance with these Bylaws;
(r) "Special Meeting" means a meeting of the Members other than the Annual General Meeting;
(s) "Special Resolution" means:
i. a resolution passed:
A. at a Special Meeting or an Annual General Meeting of which not less than twenty-one (21) days’ notice specifying the intention to propose the resolution has been duly given, and
B. by the vote of not less than seventy-five (75%) percent of those Active Members who vote in person,
ii. a resolution proposed and passed as a special resolution at a Special Meeting or an Annual General Meeting of which less than twenty-one (21) days’ notice has been given, if all the Active Members entitled to attend and vote at the such meeting so agree, or
iii. a resolution consented to in writing by all the Active Members who would have been entitled at a Special Meeting or an Annual General Meeting to vote on the resolution in person.
1.2 Other Words
Words not otherwise defined in these Bylaws shall have the meanings as defined or used in the Societies Act, to the extent not inconsistent herewith.
1.3 Sections and Headings
Section numbers and headers are for ease of reference only and shall not be used to interpret these Bylaws.
Article 2 --HEAD OFFICE and SEAL
2.1 Head Office
The Head Office of the Society shall be located in the province of Alberta, in such place as may from time to time be determined by the Board.
The Board shall provide for the safe custody of the corporate seal, the use of which shall be authorized by the signature of any two Officers.
Article 3 --MEMBERSHIP
3.1 Becoming an Active Member Any individual may become an Active Member if he or she does the following:
(a) Is a Dental Specialist;
(b) Applies to the Society in such manner as determined by the Board, from time to time; and
(c) Pays any application fee to Society as determined by the Board, from time to time.
3.2 Rights of Active Members Active Members shall have the following rights:
(a) To vote at Annual General Meetings and Special Meetings;
(b) To receive any publications circulated by the Society; and
(c) To be eligible for election or appointment, as the case may be, to the Board or any committees established by the Board.
3.3 Becoming an Honorary Member An individual may become an Honorary Member if:
(a) He or she has retired from being a Dental Specialist;
(b) He or she applies to the Board to become an Honorary Member; and
(c) The Board approves his or her application to become an Honorary Member.
3.4 Rights of Honorary Members Honorary Members shall have the following rights:
(a) To attend, but not to vote, at Annual General Meetings and Special Meetings;
(b) To receive any publications circulated by the Society; and
(c) To be eligible to be appointed to serve on committees established by the Board.
3.5 Annual Membership Fees
The Annual Membership Fees for Active Members shall be determined by the Active Members at the Annual General Meeting and the Annual Membership Fees for Honorary Members shall be determined by the Board provided that:
(a) There may be different Annual Membership Fees for Active Members and Honorary Members; and
(b) The Annual Membership Fees shall be payable annually, in advance, by such dates as determined by the Board, from time to time.
3.6 Obligations of Members Members shall have the following obligations:
(a) To attend Annual General Meetings and Special Meetings;
(b) To pay Annual Membership Fees;
(c) To abide by the provisions of these Bylaws;
(d) To work to further the Objects; and
(e) To abide by the Society Rules.
3.7 Withdrawal of Membership
Any rights to be a Member shall be non-transferrable. The rights to be a Member shall terminate upon the first of the following occurring:
(a) Providing written notice of resignation to the Head Office;
(b) In the case of an Active Member, upon he or she ceasing to be a Dental Specialist;
(c) The Member becoming deceased; and
(d) The Board passing a resolution that:
i. The Member has failed to pay the Annual Membership Fees within thirty
(30) days of a demand on the Member by the Secretary-Treasurer; or
ii. The Member’s behaviour or actions are detrimental to the reputation of the Society or the Objects or that the Member has materially breached the Society Rules. In such case, the Board shall provide a Member with seven
(7) days’ notice of a meeting of the Board to consider such revocation which shall include the grounds for revocation, and at which the Member may make representations to the Board provided that such revocation of membership shall not take effect until the Board has confirmed such revocation at such meeting.
Upon termination of membership, the terminated Member’s name will be removed from any lists of Members maintained by the Society from time to time.
Any Member whose membership has been terminated for either non-payment of Annual Membership Fees or by his or her voluntary resignation may have his or her membership reinstated upon paying to the Society the current year’s Annual Membership Fees, and paying any reinstatement fee as determined by the Board from time to time. Then, his or her name shall be added to any lists of Members maintained by the Society from time to time.
Article 4 --MEETINGS OF MEMBERS
4.1 Annual General Meeting
The Annual General Meeting shall be held once in each calendar year at such time and place and upon such notice, not being less than fourteen (14) days, as may be fixed by the Board provided that if any Special Resolution is on the agenda for such Annual General Meeting, such notice shall not be less than as required by the Societies Act.
4.2 Special Meeting
The Board may, whenever it deems it appropriate, and the Board shall upon the written requisition of a minimum of three (3%) percent of the Active Members, convene a Special Meeting to be held within one (1) week from the date of deposit of the requisition with the Society (provided that if any Special Resolution is on the agenda for such Special Meeting, such notice shall not be less than as required by the Societies Act and shall be held in accordance with the provisions of these Bylaws. If the Special Meeting is called by reason of requisition, no business other than that stated in the requisition as the purpose of the meeting shall be transacted thereat.
A notice of any Annual General Meeting or Special Meeting shall be deemed to have been given if given by written notice stating the date, time and place of the meeting, and in the case of a Special Meeting, the purposes for which it is being called by email to the most recent email address provided by a Member to the Society or if mailed postage prepaid to each member of the Society at the last known address appearing on the records of the Society. Such emailing or mailing shall be deemed as sufficient notice notwithstanding any return to the sender notification subsequently received by the Society. No accidental error or omission in the giving of a notice of an Annual General Meeting or Special Meeting shall invalidate such meeting or make void proceedings taken thereat.
A quorum at any Annual General Meeting or Special Meeting for the transaction of business shall consist of the lesser of twenty-five (25%) percent of the Active Members or twenty-five (25) Active Members. If a quorum is not present at the opinion of the Chairman of any Annual General Meeting or Special Meeting, or if subsequent to the opening of a meeting there ceases to be a quorum present, in the opinion of the Chairman, the Members present at the meeting shall adjourn the meeting to a fixed time and place, but no other business may be transacted.
Each Active Member shall be entitled to have one (1) vote on each matter coming before any Annual General Meeting or Special Meeting except the Chairman of the meeting who shall, in the event of a tie, have a casting vote, but who shall not otherwise have a vote.
4.6 Manner of Voting
Every question shall be decided in the first instance by a show of hands unless before or upon the declaration of the result of the show of hands, a ballot be demanded by at least two (2) Active Members personally present and entitled to vote. A declaration by the Chairman that a resolution has been carried or carried by a particular majority or lost shall be conclusive and an entry to that effect in the book proceedings of the Society shall be conclusive evidence thereof.
The President shall be the Chairman of any Annual General Meeting or Special Meeting, or if the President is absent, the Vice-President. If both the President and Vice-President are absent, then the Chairman of the meeting shall be an Active Member selected by a majority of votes of Active Members present.
Proxies shall not be permitted for any Annual General Meeting or Special Meeting.
Article 5 --THE BOARD
The business of the Society shall be managed by the Board, who may exercise all such powers of the Society as are not required to be exercised in Annual General Meeting or Special Meeting, subject, nevertheless, to the provisions of the Societies Act, to these By-laws, and to directions given to the Board by any Annual General Meeting or Special Meeting.
Without limiting the generality of Section 5.1, the Board may from time to time, in accordance with Section 2(f) of the Objects, borrow money in any manner and without limit on the credit of the Society and in such amounts as they may think proper and may cause to be executed mortgages and pledges of the real and personal property and rights of the Society and may cause to be signed bills, notes, contracts, and other evidence of securities for money borrowed or to be borrowed; provided that debentures shall not be issued without the sanction of a Special Resolution of the Active Members.
5.3 Employees, Contractors, and Agents
The Board may appoint such agents and engage such employees or contractors as it shall deem necessary from time to time and such persons shall have such authority and shall perform such duties as shall be prescribed by the Board. Without limiting the generality of the foregoing, the Board may engage a person or persons to perform some or all of the day to day management of the Society. The duties and remuneration of all such agents, employees, and contractors shall be fixed by the Board.
In addition to the foregoing, and without limitation, the Board may engage any account, legal, and other professional advisors it deems necessary and fix the scope of retainer and remuneration.
5.4 Board Composition
The Board shall consist of the Officers and the Directors. With respect to the Directors, there shall be no greater than twenty-seven (27) nor less than the number of titles for Dental Specialists and shall be as the Active Members, by ordinary resolution, may determine from time to time. In the event that there are nine (9) Directors, one Director shall be a holder of the titles for Dental Specialist. In the event that there are more than nine (9) Directors, there shall be an equal number of Directors who are holders of each of the titles for Dental Specialist.
5.5 Election of Directors
At the Annual General Meeting, the Directors shall be elected by ordinary resolution of the Active Members for two (2) year terms commencing at such Annual General Meeting and terminating at the Annual General Meeting two years after such election. A Director may be elected to serve any number of terms, successive or otherwise.
The Officers shall consist of the President, President-Elect, Past President, Vice-President, and Secretary-Treasurer. Each office shall be for a one (1) year term, between Annual General Meetings. For greater certainty, a Director may also be an Officer.
5.7 Election of Officers
The Active Members shall elect Active Members to be the President-Elect, Vice-President, and Secretary-Treasurer at each Annual General Meeting. The Secretary-Treasurer may be elected to serve any number of terms, successor or otherwise. The other officers shall hold office subject to the other provisions of Article 5
5.8 Succession of Other Officers
At the expiration of his or her term as President-Elect, the President Elect shall become the President until the next Annual General Meeting and upon the expiration of his or her term as President, he or she shall become the Past-President until the next Annual General Meeting.
5.9 Ceasing to be a Board Member A person shall cease to be a Board Member when he or she:
(a) lacks Capacity;
(b) is absent from three (3) successive meetings of the Board or forty (40%) percent of all Board meetings in any one year, without a reason acceptable to the remaining Board Members;
(c) commences legal proceedings against the Society for any reason;
(d) is required to resign by a vote of three-quarters of the Active Members at any meeting duly constituted;
(e) becomes bankrupt;
(f) ceases to be an Active Member, for whatever reason; or
(g) delivers a written resignation to the Head Office of the Society.
provided that any act done in good faith by Board Members whose office is vacated as aforesaid shall be valid unless prior to the doing of such act written notice has been served upon the Board or an entry has been made in the Board’s minutes stating that such Board Member has ceased to be a Board Member of the Society.
5.10 Filling Vacancies
Vacancies among the Board Members, however caused, may so long as a quorum of Board Members remains in office, be filled by the Board Members provided that:
(a) in the case of a Director, such replacement Director shall be of the same title of Dental Specialist as the vacated office and such replacement Board Member shall hold office only until the next Annual General Meeting at which point the Active Members shall fill the vacancy of office (if any) by ordinary resolution;
(b) in the case of the President-Elect, such vacancy shall be filled by an ordinary resolution of Active Members at a Special Meeting which shall be called by the Board as soon as practicable after such vacancy;
(c) in the case of the President, such vacancy shall be filled by the President-Elect;
(d) in the case of the Past-President, such vacancy shall not be required to be filled; and
(e) notwithstanding the above, if the vacancy results in a loss of a quorum of Directors, the remaining Directors shall forthwith call a Special Meeting of the members to fill all vacancies in the office of Directors.
5.11 Remuneration of the Board
The Directors shall not be paid or receive any remuneration for their service to the Society as Directors.
Twenty-five (25%) percent of the Board Members present in person shall constitute a quorum of the Board No business apart from the fixing of the date of the next meeting of the Board shall be conducted in the absence of a quorum.
5.13 Meetings of the Board
The meetings of the Board shall be held at such time and such place and shall be called by the President, or failing which the Vice-President, and in such manner and upon such notice as the Board may from time to time determine. Questions arising at any meeting of the Board shall be decided by a majority of votes except as otherwise provided herein. Each member of the Board shall have one (1) vote provided that, for greater certainty, if a member of the Board is simultaneously a Director and an Officer, he or she shall have one (1) vote and further provided that in case of an equality of votes, the President, in addition to his or her original vote, shall have a second or casting vote.
5.14 Meeting Agenda Additions
Any one or more Active Members may place an item of business on the agenda of any Board meeting by providing the Secretary-Treasurer with a written request to that effect including a description of the proposed item of business, at least seven (7) full days prior to the Board meeting.
5.15 Resolutions in Writing
Every resolution signed or consented to by not less than one hundred percent (100%) of the members of the Board shall be as valid as if passed at a meeting of the Board. The Board need not meet to pass a resolution, and may pass a resolution if the Board Members indicate consent to a resolution by email, facsimile transmission, or by other electronic means.
Article 6 --OFFICERS AND THEIR DUTIES
6.1 President The President shall have the following duties:
(a) to preside at all meetings of the Board and at all meetings of the Members;
(b) to be ex-officio, a member of all committees of or appointed by the Board;
(c) to be the spokesperson for the Society;
(d) to present an annual report covering the preceding year’s activities to the Annual General Meeting;
(e) in consultation with the Board, to appoint Members to serve on committees of the Society; and
(f) such other duties as determined by the Board.
6.2 Vice-President The Vice-President shall have the following duties:
(a) to preside at all meetings of the Board and at all meetings of the Members, when the President is not present;
(b) to assist and support the activities of the President; and
(c) such other duties as determined by the Board.
6.3 President Elect The President Elect shall have the following duties:
(a) to assist and support the activities of the President; and
(b) such other duties as determined by the Board.
6.4 The Secretary-Treasurer The Secretary-Treasurer shall have the following duties:
(a) to keep minutes of all meetings of the Board and of the meetings of Members;
(b) to keep such other books and records as may be required for the activities of the Society;
(c) to ensure that notice of any meeting is sent out as requested by the Board.
(d) To conduct all correspondence of the Society;
(e) to keep a current and accurate records of all funds of the Society are kept and that the funds are deposited in the name of the Society in banks or other institutions designated by the Board;
(f) to keep current and accurate records of disbursements and to make these disbursements in accordance with the procedures approved by the Board and in accordance with generally accepted accounting principles;
(g) to keep a full and accurate record of receipts and expenditures;
(h) to make a financial report is presented to the Board at each regular meeting;
(i) to prepare an annual budget and present it to the Board;
(j) to make a financial report, including all annual financial statements of the Society, at each Annual General Meeting;
(k) to ensure that the annual audit of the Society is performed in accordance with these By-laws and that any annual financial statements of the Society are prepared; and
(l) such other duties as determined by the Board
6.5 Past-President The Past-President shall have the following duties:
(a) to chair any nominations committee for potential Board Members established from time to time, and to report to the Board with respect to such potential nominees for Board Members before each Annual General Meeting;
(b) to chair any committee for the revision or replacement of these By-laws established from time to time by the Board and to report to the Board with respect to such potential amendments or replacements; and
(c) such other duties as determined by the Board.
6.6 Prohibition on Multiple Offices
No person shall hold more than one office at any time. For greater certainty, one may simultaneously be a Director and an Officer.
Article 7 --COMMITTEES
The Board shall have the power to constitute various committees either as hereinafter set forth or otherwise as the Board may from time to time deem necessary. Members shall be appointed to these committees, subject to any provision to the contrary herein, by the President, in consultation with the Board.
7.2 Executive Committee
There shall be an Executive Committee which shall be a standing committee composed of the following:
(a) the President;
(b) the Vice-President;
(c) the President-Elect; and
(d) the Secretary-Treasurer.
The Executive Committee shall supervise and control the daily affairs of the Society and perform such duties and exercise such powers as may be directed or delegated to it by the Board from time to time. The Executive Committee shall give a report of it s proceedings to the Board at the next meeting of the Board.
7.3 Nominations Committee
The Board shall appoint the Past-President and one (1) other Active Member to form a nominations committee to recommend potential nominees for Board Members at each Annual General Meeting, which shall include and be chaired by the Past-President provided always that should the Past-President be unable or unwilling to serve on the nominations committee, the Board shall appoint the President-Elect to serve on and chair the nominations committee.
7.4 Bylaws Committee
The Board shall appoint the Past-President and two (2) or more Members to form a By-laws Committee to recommend potential amendments or replacements to these By-laws, which shall include and be chaired by the Past-President provided always that should the Past-President be unable or unwilling to serve on such committee, the Board shall appoint the President-Elect to serve on and chair such committee.
7.5 Advisory Committees
The Board may from time to time establish any number of advisory committees. The committee members need not be drawn from the members of the Society but may consist of any individuals with a special interest or expertise which may assist the Society together with at least one (1) Board Member. Members of the advisory committees shall receive notice of meetings of the Board and shall be entitled to attend all meetings of the Board and address all questions raised at the meetings of the Board but shall not have a vote and shall not be counted in determining whether a quorum of Board Members is present at meetings of the Board.
Article 8 --INDEMNIFICATION
Subject to the limitations contained in the Societies Act, the Society shall indemnify a Board Member, a former Board Member, and his or her heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him or her in respect of any civil, criminal or administrative action or proceeding to which he or she is made a party by reason of being or having been a Board Member of the Society, if:
(a) he or she acted honestly and in good faith with a view to the best interests of the Society; and
(b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he or she had reasonable grounds for believing that his or her conduct was lawful.
Article 9 --AUDIT AND FISCAL YEAR
9.1 Fiscal Year The fiscal year of the Society shall be as determined by the Board.
9.2 Appointment of Auditor(s)
The Active Members shall, at each Annual General Meeting appoint an auditor or auditors to hold office until the next Annual General Meeting. The auditor(s) may be either two Active Members or an independent professional accountant.
9.3 Vacancy The Board may fill any casual vacancy in the office of auditor.
The remuneration of the auditors of the Society shall be fixed by the Board provided that an auditor shall not be remunerated unless he or she is an independent professional accountant appointed pursuant to these Bylaws.
9.5 Method of Audit
The auditors shall audit the financial statements of the Society in accordance with the mandate provided by the Board and the requirements of the Societies Act.
9.6 Auditor’s Report
The auditors shall make a report to the Members and the Board on the accounts examined by them and on every balance sheet and statement of income and expenditures laid before the Society at any Annual General Meeting during their tenure of office.
9.7 Right of Access
Every auditor of the Society shall have a right of access at all times to all records, documents, books, accounts and vouchers of the Society and is entitled to require from the Board such information and explanation as may be reasonably necessary for the performance of the duties of auditor.
9.8 Meeting Rights
The auditors of the Society are entitled to attend at any meeting of Members at which any accounts that have been examined or reported on by them are to be laid before the Members for the purpose of making any statement or explanation they desire with respect to the accounts.
Article 10 --INSPECTION OF BOOKS AND ACCOUNTS
10.1 All records or files of the Society relating to clients or members of the Society and all of the records or files by the Society as the Board may reasonably designate as confidential by virtue of the fact that the release of information contained therein would be detrimental or prejudicial to the Society, the Board Members, shall not be open for inspection of the members or of the public.
10.2 The books and records of the Society shall be kept and maintained at the Head Office of the Society save and except the minute book and annual returns of the Society, which shall be kept and maintained at the Registered Office of the Society.
10.3 The books and records of the Society, other than those which are excluded by virtue of the first or second paragraphs in this article, may be inspected by Members during normal business hours from Monday through Friday, statutory holidays excepted, at the Head Office of the Society. Books and Records kept and maintained at the Registered Office, as aforesaid, shall only be accessible by the Board.
Article 11 --SOCIETY RULES
11.1 Society Rules
The Board may prescribe such Society Rules as are not inconsistent with these Bylaws relating to the management and operation of the Society as they deem expedient, provided that such rules and regulations may be revoked by a majority vote of the Active Members at any Annual General Meeting or Special Meeting.
Article 12 --GENERAL MATTERS
12.1 These By-laws may be altered, amended, added to or rescinded at any time by Special Resolution of the Active Members
12.2 Wherever the singular, plural, masculine or feminine is used throughout these By-laws, the same shall be construed as meaning the plural or the singular, or the neuter, or the body politic or corporate where the context hereof so requires.
12.3 The Registered Office of the Society shall be at such place within the City of Edmonton, in the Province of Alberta, as the Directors shall by resolution determine. A notice may be served by the Society upon any person entitled thereto by delivery to that person or by sending it by mail, email to the most recent email address a Member has provided to the Society, or by postage prepaid to that person at his last known address appearing in the records of the Society. Where such person has no address in the records of the Society, a notice posted in the office of the Society shall be deemed to have been served upon the person at the expiration of seven (7) clear days after it is so emailed or posted. Any notice sent by email or post shall be deemed to have been served upon the seventh day following that upon which the notice is emailed or posted and in proving such service, it shall be sufficient to prove that the envelope or wrapper containing the notice was properly addressed, the postage was prepared and the envelope or wrapper was deposited at the Post Office or in such postal box or, in the case of email, by delivery receipt.
12.4 Notwithstanding anything to the contrary in these By-laws, any person entitled to receive notice may, by instrument in writing, signed by such person, waive any such notice.
12.5 Subject to the Objects, upon the winding up of the Society, any funds belonging to the Society after payment of all just debts shall be donated to such society, group or organization that the Board in their discretion deem appropriate.