General Bylaws
- FCDSA General Bylaws (June 20, 2015)
GENERAL BY-LAWS of the
FEDERATION OF CANADIAN DENTISTRY STUDENT ASSOCIATIONS –
FÉDÉRATION DES ASSOCIATIONS ÉTUDIANTES EN MÉDECINE DENTAIRE CANADIENNES
Approved at the Inaugural Meeting of the Federation of Canadian Dentistry Student Associations (FCDSA) on June 16, 2012. Amended at the Annual General Meeting of the FCDSA on June 15, 2013. Amended at the Annual General Meeting of the FCDSA on June 20, 2015.
These General Bylaws relate to the transaction of the business and affairs of the Federation of Canadian Dentistry Student Associations - Fédération des associations étudiantes en médecine dentaire canadiennes, in Canada and internationally.
NAME
1.01 The name of the federation is Federation of Canadian Dentistry Student Associations (“the federation”).
MISSION
2.01 The mission of the federation is to connect dentistry students in order to foster the sharing of common interests and challenges, advocate as a unified national student voice for the promotion of accessible, optimal dental education and patient care, and provide an avenue to introduce and involve students in organized dentistry.
OBJECTS
3.01 The federation will provide services and organize activities which are beneficial to the member associations (as defined in paragraph 6.01 of these bylaws) and as may be determined from time to time by the governing body of the federation.
OFFICIAL LANGUAGES
4.01 The official languages of the federation shall be English and French.
INTERPRETATION
5.01 In these bylaws of the federation, unless the context otherwise requires, words importing the singular number or the masculine gender shall include the plural number or the feminine gender, as the case may be, and vice versa. Moreover, in each instance where the masculine or feminine is denoted in either noun, pronoun or possessive form, the text may be altered so that the effect shall be that the by-laws are, where possible, gender neutral.
5.02 In construing these bylaws, both English and French versions shall be valid. Where it is alleged or it appears that the two versions of the by-law differ in their meaning or where it is alleged or it appears that the two versions are inconsistent, regard shall be had to both versions. Preference shall be given to the version that, according to the true spirit, intent and meaning of the by-law best ensures the attainment of its goal. This determination will be made by the Executive (as defined in paragraph 10.01).
MEMBERS
Membership Conditions
6.01 Any Canadian dentistry student association representing students from an accredited DDS or DMD program whose governing body has expressed interest in participating in the work of the federation will be designated a member association once their request for membership has been received and reviewed by the governing body of the federation.
6.02 A member association wishing to withdraw from membership must give written notice of its intention to withdraw its membership to a member of the Executive of the federation. Such withdrawal will take effect as of the end of the next Annual General Meeting (AGM).
Membership Fees
6.03 At the publication of these bylaws, no membership fees are required. All changes in membership fees shall be determined by the Council.
Membership Representation
6.04 A member association shall designate two representatives from the DDS or DMD program to the Council. Such representatives shall be entitled to vote on behalf of the member association at meetings of the Council. Other privileges of membership shall be determined by the Council. The tenure of those representatives is defined in paragraph 8.01.
GOVERNANCE
Components of Governance
7.01 Governance of the federation consists of the Council and the Executive.
7.02 The Council is the governing body of the federation.
7.03 The Executive of the federation is composed of the President, Vice-President, and three (3) Regional Councillors: Councillor of Western Canada, Councillor of Central Canada and Councillor of Eastern Canada, elected by the Council from among the serving members of the Council during the AGM.
7.04 The role of the Council and the Executive is, in each case, to advance and carry out the work of the federation in accordance with these bylaws.
COUNCIL
Composition of the Council
8.01 The Council is composed of two representatives named by each member association and whose appointment, including name and contact information has been received by the federation secretariat (as described in paragraphs 13.01 and 13.02 of these bylaws). A council member shall be currently enrolled in an undergraduate dentistry program at the school represented by that Council member.
8.02 Each member association shall appoint one junior member and one senior member. Normally, a junior member will progress to the role of senior member. Representatives should be in different years.
Terms of Office
8.03 Unless otherwise stated, terms will end at the end of the AGM.
8.04 The method of selecting the Council members, as defined in paragraph 8.02, is at the discretion of the member associations.
Vacancy on the Council
8.05 Should a Council member be unable to complete his/her term, the member association shall name a replacement Council member, as defined in paragraph
Duties and Responsibilities of the Council
8.06 The specific duties of the Council are to:
a) establish and approve changes to the mission and vision;
b) establish and approve changes to the bylaws;
c) determine privileges of membership;
d) determine membership fees;
e) determine the election protocol;
f) approve policies of the federation;
g) approve activity plans, including related budgets, during the AGM;
h) elect the President, Vice-President and the three (3) regional councillors during the AGM;
i) establish committees or working groups as needed from time to time;
j) appoint the members and Chairperson of committees or working groups of the Council;
k) receive and review reports from the Executive;
l) receive and review financial and other reports from the secretariat; and
m) discuss other business as may be determined by a Council member.
8.07 In addition to the duties of the Council as a whole specified in paragraph 8.06 of these bylaws, a member of the Council shall:
a) attend meetings of the Council; and
b) represent the concerns and issues of his/her member association.
MEETINGS OF THE COUNCIL
Meetings of the Council
9.01 There shall be an AGM held each year at such a time and place as the Executive may, from time to time, determine.
9.02 Other meetings of the Council may be convened by the Executive or upon the receipt by a member of the Executive of a written petition signed by no fewer than a majority of the members of the Council (50% + 1). When such a petition is received, the Executive has fourteen (14) days in which to call such a meeting.
Participation by Electronic Means at Meetings of the Council
9.03 Council meetings may be conducted by means of telephone, electronic or other communication facilities that permit all persons participating in the meeting to hear each other, and a participant in a Council meeting by that means shall be deemed to be present at the meeting.
9.04 The AGM may not be held only by telephone, electronic or other communication facility.
Notice of Meetings of the Council
9.05 Notice of meetings of the Council shall be communicated to all member associations and to the current Council members as shown in the records of the federation held by the secretariat. In most cases, notice shall be communicated at least eight (8) weeks (56 days) before the day of the meeting. When the Council meeting is held in response to a petition of council members, the notice of meeting shall be communicated at least two (2) weeks (14 days) before the day of the meeting. In all cases, notice shall be delivered by electronic mail to the email addresses on record at the time of the notice. In addition, notices may be distributed by other electronic means.
Waiver of Notice of Meetings of the Council
9.06 Notice of any meeting may be waived by unanimous consent of the Council and any irregularity in the notice or the calling of any meeting does not invalidate any of the proceedings at the meeting when there has been substantial compliance with the provisions of this section.
Confirmation of Member Representation at Meetings of the Council
9.07 Member associations shall give written confirmation of the person to serve as the junior Council member and the person to serve as the senior Council member to the federation secretariat within ten (10) days of the notice of meeting.
9.08 Should a member of the Council be unable to attend a meeting of the Council, the member shall notify his/her student association and the federation secretariat at least fifteen (15) days before the date of the Council meeting.
Chairperson of Meetings of the Council
9.09 The President of the federation shall serve as Chairperson and therefore will chair all meetings of the Council. In the absence of the President, the Vice-President shall act as Chairperson.
Rules of Order
9.10 Council meetings and other meetings of the federation will be conducted in accordance with the latest edition of the Sturgis Standard Code of Parliamentary Procedure, except for procedures required by these bylaws.
Entitlements of Participants at Meetings of the Council
9.11 Council members are entitled to introduce agenda items; move, second, and speak to resolutions. For resolutions introduced by Council, each member association will hold one (1) vote, to be cast by the senior member. Each member of Council shall be entitled to vote in the election of the Executive, including regional councillors.
9.12 Guests and observers at a meeting of the Council are entitled to speak to agenda items or resolutions but may not move nor second a resolution, nor cast votes. Guests and observers to the meeting of the Council shall be determined by the Executive, but shall include an official from the Canadian Dental Association.
Submission of Proposals and Resolutions to Meetings of the Council
9.13 The process for the submission of proposals/resolutions to the Council shall be determined by the Executive from time to time and communicated to the member associations.
9.14 Every question or resolution or disputed conflict of interest submitted to a meeting of the Council shall be decided by a majority (50% + 1) of the votes cast, except for changes to these bylaws, to the election protocol, or to the membership fees, which require an affirmative vote of at least two-thirds (2/3) of the members of the Council present at the AGM or other meeting of Council called to consider changes to these bylaws or changes to the election protocol, or to the membership fees.
Absentee Voting at Meetings of the Council
9.15 Proxy attendance and proxy voting are prohibited.
Quorum at Meetings of the Council
9.16 Quorum for a meeting of the Council shall be 80% of the total number of member associations.
EXECUTIVE
Composition of the Executive
10.01 The Executive of the federation is composed of the President, Vice-President, and three (3) Regional Councillors: Councillor of Western Canada, Councillor of Central Canada and Councillor of Eastern Canada. The members of the Executive shall be elected by the members of the Council from among the members of the Council during the AGM. Serving members of the Executive shall be currently enrolled in an undergraduate dentistry program. Regional councillors shall be currently enrolled in an undergraduate dentistry program in their designated region.
Terms of Office
10.02 Members of the Executive shall hold office for terms of one (1) year, from the conclusion of one AGM to the conclusion of the subsequent AGM.
Election of Members of the Executive
10.03 The President shall be elected by the members of the Council from among the members currently serving on the Executive during the AGM.
Qualifications to Serve as President
10.04 In order to qualify to serve as President, the elected student shall serve during his/her final year or the year leading into his/her final year of undergraduate study.
Election Protocol
10.05 The process by which candidates will be elected to the Executive will be determined by the Council and outlined in the election protocol of the federation.
Duties and Responsibilities of the Executive
10.06 The specific duties of the Executive are to:
a) supervise the management of the business and affairs of the federation;
b) negotiate agreements with organizations or suppliers for the approval of the Council;
c) draft policies for the approval of the Council;
d) direct the organization of the AGM;
e) present an annual report to the Council on activities of the federation;
f) discuss other business as may be determined by the Council; and
g) discuss other business as may be determined by the Executive, as limited to in these bylaws.
Duties and Responsibilities of the President
10.07 The specific duties of the President are to:
a) chair meetings of the Council;
b) act as the chief spokesperson of the federation;
c) act as chief liaison with affiliated groups and associations;
d) serve as official signatory for agreements that commit the federation with other parties and have been approved by the Council;
e) review all invoices received that draw on federation funds prior to payment, ensuring that expenditures are in accordance with activity plans and budgets approved by the Council;
f) serve as ex officio member of all committees;
g) make interim appointments to fill vacancies arising in all committees;
h) appoint members of Council to serve as liaisons to committees;
i) perform such other duties as may be required by the Council; and
j) delegate such duties and responsibilities as he/she deems appropriate.
Duties and Responsibilities of the Vice-President
10.08 The specific duties of the Vice-President are to:
a) assist the President as requested in the performance of the duties of President;
b) represent the federation at the request of the President;
c) serve as Acting President if the President is unable to act for the unexpired portion of the term, while maintaining his/her duties as Vice-President; and
d) act as ex-officio member of committees at the request of the President.
Vacancy of Offices of the President and Vice-President
10.09 If the office of either the President or Vice-President becomes vacant, the regional councillors may, by resolution and in accordance with paragraph 10.04 of these bylaws, fill vacancy from the members of the Council.
Duties and Responsibilities of the Regional Councillor - Western
10.10 The specific duties of the Regional Councillor - Western are to:
a) attend meetings of the Executive;
b) represent the dental school associations from the University of Alberta, University of British Columbia, and University of Saskatchewan at meetings of the Executive.
c) maintain regular contact with the Council members from his/her region;
d) act as liaison with affiliated groups and associations in his/her region at the request of the President; and
e) act as ex-officio member of committees at the request of the President.
Duties and Responsibilities of the Regional Councillor - Central
10.11 The specific duties of the Regional Councillor - Central are to:
a) attend meetings of the Executive;
b) represent the Faculty of Dentistry from the University of Manitoba, University of Toronto and University of Western Ontario at meetings of the Executive.
c) maintain regular contact with the Council members from his/her region;
d) act as liaison with affiliated groups and associations in his/her region at the request of the President; and
e) act as ex-officio member of committees at the request of the President.
Duties and Responsibilities of the Regional Councillor - Eastern
10.12 The specific duties of the Regional Councillor - Eastern are to:
a) attend meetings of the Executive;
b) represent the Faculty of Dentistry from Dalhousie University, l’Université Laval, McGill University, and l’Université de Montréal at meetings of the Executive.
c) aintain regular contact with the Council members from his/her region;
d) ct as liaison with affiliated groups and associations in his/her region at the request of the President; and
e) act as ex-officio member of committees at the request of the President.
10.13 If the office of regional councillor becomes vacant, the Executive will appoint another Council member from that region to complete the term.
MEETINGS OF THE EXECUTIVE
Meetings of the Executive
11.01 The Executive of the federation shall meet at such a time and place as the President may, from time to time, determine.
Participation by Electronic Means at Meetings of the Executive
11.02 Meetings of the Executive may be conducted by means of telephone, electronic or other communication facilities that permit all persons participating in the meeting to hear each other, and a participant in a meeting of the Executive by that means shall be deemed to be present at the meeting.
Notice of Meetings of the Executive
11.03 Notice of meetings of the Executive shall be communicated to the members of the Executive at least fourteen (14) days before the day of the meeting. Notice shall be delivered by electronic mail to the email addresses on record at the time of the notice. In addition, notices may be distributed by other electronic means.
Waiver of Notice of Meetings of the Executive
11.04 Notice of any meeting may be waived by unanimous consent of the Executive and any irregularity in the notice or the calling of any meeting does not invalidate any of the proceedings at the meeting when there has been substantial compliance with the provisions of this section.
Chairperson of Meetings of the Executive
11.05 The President of the federation shall serve as Chairperson and therefore will chair all meetings of the Executive. In the absence of the President, the Vice-President shall act as Chairperson.
CONFLICT OF INTEREST
12.01 No member of the Council or the Executive shall use any information that could be construed as confidential to benefit, directly or indirectly him/herself, or any person with whom he/she may be associated.
12.02 A member of the Council or the Executive, who has directly or indirectly any interest in any contract or transaction with the federation shall declare his or her interest in writing to the Council to be entered in the minutes of any meeting in which such interest would raise a conflict.
12.03 A member of the Council or the Executive shall not be present (by physical or electronic means) for discussion and voting on any matter that raises a conflict, unless the person’s presence is required to maintain a quorum.
12.04 The Council is the final authority on any disputed conflict of interest.
THE SECRETARIAT
13.01 The secretariat of the federation shall serve as an office responsible for the administrative affairs of the federation and will assist with carrying out the goals and objectives as determined by the federation. The secretariat will be hosted by the Canadian Dental Association (CDA) at its offices located at 1815 Alta Vista Drive, Ottawa, Ontario, K1G 3Y6.
13.02 The services to be offered by the secretariat will be determined by CDA in consultation with the federation. These may include, but are not necessarily limited to, the following:
- Administrative support (governing bodies, planning, meetings)
- Corporate/organizational records
- Registration of membership and governing bodies
- Communication (website, electronic portal)
- Finances/insurance/contracts
- Advice
FINANCIAL ARRANGEMENTS
14.01 The Council shall set the fiscal year-end of the federation, from time to time.
14.02 The banking business of the federation shall be transacted at such bank, trust company or other firm or corporation carrying on a banking business in Canada or elsewhere as the Council may designate, appoint or authorize from time to time by resolution. The banking business or any part of it shall be transacted by an officer or officers of the federation and/or other persons as the Council may by resolution from time to time designate, direct or authorize.
DISSOLUTION
15.01 In the event of the dissolution or winding down of the federation, all assets remaining after the payment and satisfaction of the federation’s debts and liabilities shall be distributed to one or more organizations in Canada carrying on similar activities or having objects similar to one or more of the objects of the federation.
AMENDMENT OF BYLAWS
16.01 The Bylaws of the federation may be repealed or amended by an affirmative vote of the Council as specified in section 9.14.
16.02 Notice of proposed amendments to these bylaws shall be communicated by the secretariat to the member associations and the members of the Council at least thirty (30) days prior to the day of the meeting of the Council.
16.03 Proposed amendments to these bylaws may be submitted by any member of the Council on behalf of member association. Proposed amendments must be submitted to a member of the Executive at least two (2) weeks (14 days) prior to the deadline for giving notice of proposed amendments as outlined in paragraph 16.02 of these bylaws.
16.04 If proper notice of the amendments has been given, adjustments to the amendments may be made a majority of the voting representatives at the meeting where the bylaws are being considered, as long as the amendments are ultimately approved by at least two third (2/3) of the members of Council present at an AGM or other meeting of the Council.
16.05 Proposed amendments to the bylaws that are limited to the correction of grammar or spelling are exempt from the submission and notice deadlines outlined in this bylaw. Such proposed amendment may be communicated to or by a member of the Executive for consideration at the next scheduled meeting of the Council. As with other proposed amendments, this requires an affirmative vote of at least two third (2/3) of the members of Council present at an AGM or other meeting of the Council.
BYLAWS IN EFFECT
17.01 These general bylaws for the Federation of Canadian Dentistry Student Associations take effect June 20, 2015.