General Bylaw no. 1

GENERAL BY-LAW NO. 1 of the

FEDERATION OF CANADIAN DENTISTRY STUDENT ASSOCIATIONS –

 FÉDÉRATION DES ASSOCIATIONS ÉTUDIANTES EN MÉDECINE DENTAIRE CANADIENNES 

Approved at the First Meeting of the Members of the Federation of Canadian Dentistry Student Associations (FCDSA) on November 22, 2018.

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.

MONIQUE NOTE: MAYBE SET UP LINKS TO THESE SECTIONS TO MAKE IT EASIER TO NAVIGATE???

  • DEFINITIONS

  • NAME. REGISTERED OFFICE

  • MISSION. OBJECTS

  • OFFICIAL LANGUAGES, INTERPRETATION

  • MEMBERSHIP. MEMBER ASSOCIATION REPRESENTATION

  • GOVERNANCE. Components of Governance

  • VOTING REPRESENTATIVES composition, terms, vacancy, duties, responsibilities

  • BOARD OF DIRECTORS composition, terms, vacancy, election, duties, responsibilities, obligations

  • EXECUTIVE composition, terms, vacancy, election, qualifications, duties, responsibilities

  • COMMITTEES composition, terms of reference, terms, vacancy, duties, responsibilities

  • MEETINGS OF THE MEMBERS

  • MEETINGS OF THE BOARD.

  • MEETINGS OF THE EXECUTIVE

  • MEETINGS OF THE COMMITTEES

  • RULES OF ORDER

  • CONFLICT OF INTEREST

  • THE SECRETARIAT Corporate Records

  • FINANCIAL ARRANGEMENTS. AUDITORS OR PUBLIC ACCOUNTANTS

  • EXECUTION OF DOCUMENTS

  • INDEMNIFICATION

  • DISSOLUTION

  • AMENDMENT OF BYLAWS. EFFECTIVE DATE OF BY-LAWS

DEFINITIONS

 “Act” means the Canada Not-for-Profit Corporations Act, or any statute that may be substituted therefor, as amended from time to time;

“Articles” means the original or restated articles of incorporation or articles of amendment, amalgamation, continuance, reorganization, arrangement or revival of the Corporation;

“Board” means the Board of Directors of the Federation and is the governing body of the Federation;

“By-law” means this by-law and any other by-law of the Corporation as amended and which are, from time to time, in force and effect;

“Director” means an individual member of the Board;

“DDS” means Doctor or Dental Surgery;

“DMD” means Doctor of Dental Medicine;

“Executive” means the Executive Committee, which is comprised of the President; Vice President, Finance; Vice President, Research; and three (3) Regional Executive members: Executive Member, Western Canada: Executive Member, Central Canada; and Executive Member, Eastern Canada.

“Federation” means the Federation of Canadian Dentistry Student Associations;

“Member” or “Member association” means a recognized Canadian dentistry student association representing students from an accredited DDS or DMD program who has received the approval of the Board and support of a special resolution of the members as a member of the Federation;

“Meeting of members” includes an annual meeting of members or a special meeting of meetings;

"Ordinary resolution" means a resolution passed by a majority of not less than 50% plus 1 of the votes cast on that resolution;

"Special resolution" means a resolution passed by a majority of not less than two-thirds (2/3) of the votes cast on that resolution.

NAME

1.01       The name of the Federation in English is FEDERATION OF CANADIAN DENTISTRY STUDENT ASSOCIATIONS and in French FÉDÉRATION DES ASSOCIATIONS ÉTUDIANTES EN MÉDECINE DENTAIRE CANADIENNES (“the Federation”).

REGISTERED OFFICE

2.01       The registered office of the Federation shall be in the City of Ottawa, in the Province of Ontario.

MISSION

3.01       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

4.01       The Federation will provide services and organize activities which are beneficial to the member associations (as defined in paragraph 7.02 of these bylaws) and as may be determined from time to time by the governing body.

OFFICIAL LANGUAGES

 5.01       The official languages of the Federation shall be English and French. The working or procedural language of the Federation shall be English, with French documentation provided as resources allow.

 INTERPRETATION

6.01       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.

6.02       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 12.01).

6.03       Other than as specified above, words and expressions defined in the Act have the same meanings when used in these By-laws.

MEMBERSHIP

Membership Classes

7.01       There shall be one class of membership in the Federation:

a) member association

Member Associations

7.02       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, reviewed and approved by the Board of the Federation and supported by a special resolution of the members.

7.03        The current recognized member associations are:

                                                 i.        University of Alberta Dental Students Association;

                                               ii.        University of British Columbia (UBC) Faculty of Dentistry Dental; Undergraduate Society;

                                             iii.        Dalhousie Dentistry Students' Society;

                                             iv.        Association des étudiants de médecine dentaire de l'Université Laval;

                                               v.        Manitoba Dental Students' Association;

                                             vi.        McGill University Dental Students' Society;

                                            vii.        Association des étudiants (es) en médecine dentaire de l’Université de Montréal;

                                          viii.        Saskatchewan Dental Student Society;

                                              ix.        Dental Student Society of the University of Toronto; and

                                               x.        University of Western Ontario Dental Student Society

Membership Association Termination

7.04       The membership of a member association is terminated when

a)       a member association gives 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 of Members (AGM);

b)      the member association is expelled, or their membership is otherwise terminated in accordance with the articles or by-laws; or

c)       the Federation is liquidated and dissolved under Part 14 of the Act. 

Discipline of Members

7.05       The Board shall have authority to suspend or expel any member from the Federation for any one or more of the following grounds:

a)       violating any provision of the articles, by-laws, or written policies of the Federation;

b)      carrying out any conduct which may be detrimental to the Federation as determined by the Board in its sole discretion;

c)       for any other reason that the Board in its sole and absolute discretion considers to be reasonable, having regard to the purpose of the Federation.

7.06       In the event that the Board determines that a member should be expelled or suspended from membership in the Federation, the following process will be followed:

a)       The president, or such other officer as may be designated by the Board, shall provide twenty (20) days’ notice of suspension or expulsion to the member and shall provide reasons for the proposed suspension or expulsion.

b)      The member may make written submissions to the president, or such other officer as may be designated by the Board, in response to the notice received within such twenty (20) day period.

c)       In the event that no written submissions are received by the president, the president, or such other officer as may be designated by the Board, may proceed to notify the member that the member is suspended or expelled from membership in the Federation.

d)      If written submissions are received in accordance with this section, the Board will consider such submissions in arriving at a final decision and shall notify the member concerning such final decision within a further twenty (20) days from the date of receipt of the submissions.

e)      The Board's decision shall be final and binding on the member, without any further right of appeal.

Membership Fees

7.07       At the publication of these bylaws, no membership fees are required. Membership fees may be established and membership fees, including all changes in membership fees, shall be determined by the Board and supported by a special resolution of the members.  

Membership Programs, Products and Services

7.08       The Board may, from time to time, set policies establishing or varying the programs, products and services provided to the membership of the Federation.

MEMBER ASSOCIATION REPRESENTATION

Member Association Representation

8.01       Each member association shall elect two representatives from the DDS or DMD program as their representatives to the Federation. Such representatives shall serve as voting representatives of the member association at meetings of members of the Federation as well as nominees for election by the members to serve on the Board. Other privileges of membership shall be determined by the Board and supported by a special resolution of the members.  The terms of office of these representatives is defined in paragraph 8.07.

8.02       A representative shall be currently enrolled in an undergraduate dentistry program at the school represented by that member association.

8.03       Each member association shall elect one junior representative and one senior representative. Normally, a junior representative will progress to the role of senior representative. Normally, representatives should be in different years.

8.04       Each member association shall provide written notification to the Secretariat with, in advance of the AGM or other meeting, as applicable in accordance with Federation policy, of the persons who shall serve as voting representatives and be nominees for election as directors for that member association.

8.05       Each person elected by member associations shall provide the Federation with a written consent agreeing to serve as voting representative and director if elected; agreeing to adhere to the By-laws and policies of the Federation; and agreeing to regularly attend meetings of the members, meetings of the Board of Directors and other meetings required by the voting representative and director.

8.06       The method of electing the representatives by the member associations, as defined in paragraph 8.01, shall be by simple majority vote of its members in accordance with the Act.

Terms of Office

8.07       Unless otherwise stated, terms will be for one year and terminate at the end of the AGM.

Vacancy in Member Association Representation

8.08       Should a voting representative be unable to serve, a member association may, with the consent of the Board of the Federation and in accordance with Federation policy, name a replacement person to serve as the voting representative of the member association and as a director. The replacement person must meet all the established criteria of a voting representative and director as outlined in the By-laws.

GOVERNANCE

Components of Governance

9.01       Governance of the Federation consists of business transacted at the AGM and at any other meeting of members, and of the management and oversight of the business and affairs of the Federation by the Board of Directors and the Executive.

9.02       There shall be two voting representatives from each member association who shall attend and vote at the AGM and other meetings of the members. The election of voting representatives is defined in paragraphs 8.01– 8.06.

9.03       The Board is the governing body of the Federation. The Board is comprised of two directors representing each member association. The election of nominees to serve on the Board is defined in paragraphs 8.01– 8.06. Directors are elected by simple majority vote of the member representatives during the AGM.

9.04       The Executive of the Federation is comprised of the President; Vice President, Finance; Vice President, Research; and three (3) Regional Executive members: Executive member, Western Canada; Executive member, Central Canada; and Executive member, Eastern Canada, elected by the member representatives from among the serving members of the Board during the AGM. 

9.05       The role of the voting representatives, the Board and the Executive is, in each case, to advance and carry out the work of the Federation in accordance with these bylaws.

9.06       Meetings of members, the Board of Directors and the Executive are held as required under the Act and in accordance with these bylaws.

VOTING REPRESENTATIVES

Voting Representatives

10.01     The voting representatives are those individuals elected by each member association of the Federation. Each member association is permitted two (2) voting representatives to attend and vote at the AGM and other meetings of the members. The election of voting representatives is defined in paragraphs 8.01– 8.06.

10.02     A voting representative shall also be a nominee for election to the Board.

Terms of Office of Voting Representatives

10.03    Voting representatives shall hold office for terms of one (1) year, from the conclusion of one AGM to the conclusion of the subsequent AGM, as defined in paragraph 8.07.

Vacancy in Voting Representatives

10.04    Any vacancy on the voting representatives shall be filled by a vote of the members of the member association which elected the departing voting representative and with the consent of the Board of the Federation for the remainder of the term of the departing voting representative, as defined in paragraph 8.08.

Duties and Responsibilities of Voting Representatives

10.05     Subject to the requirements of the Act, the duties of the voting representatives are to:

a)       establish and approve changes to the mission and vision of the Federation;

b)      approve proposed by-law changes, if any;

c)       establish membership fees, if any;

d)      receive the report of the president;

e)      receive the Federation’s audited financial statements;

f)        appoint an auditor or public accountant as required by the Act;

g)       elect the Board of Directors;

h)      elect the Executive; and

i)        discuss other business as may be determined by the Board of Directors or as may be required by the Act.

BOARD OF DIRECTORS

Composition of the Board

11.01    The Board is comprised of those individuals elected by the member associations of the Federation at the AGM. Each member association is permitted to nominate two (2) representatives for election to the Board. The election of nominees to the Board is defined in paragraphs 8.01–8.06.

11.02     In addition to acting as a director, each director will also serve as a voting representative of their member association of the Federation.

Terms of Office of the Board

11.03    Members of the Board shall hold office for terms of one (1) year, from the conclusion of one AGM to the conclusion of the subsequent AGM, as defined in paragraph 8.07.

Vacancy of Office of a Director

11.04     The office of a Director is vacated if:

a)       the Director ceases to be a member of the member association;

b)      the Director is convicted of a criminal offence;

c)       the Director is found by a court to be of unsound mind;

d)      the member association that nominated the director ceases to be a member association;

e)      by notice is writing to the President, the Director resigns;

or

f)        at a meeting of the voting representatives a resolution is passed by a majority of the votes cast, that the Director be removed from office for failure to comply with one or more of the obligations of a director set out in paragraphs 11.10–11.11.

11.05    Any vacancy on the Board shall be filled by a vote of the members of the member association which elected the departing director and upon consent of the Board, for the remainder of the term of the departing director, as defined in paragraph 8.08.

Nominations to the Board

11.06     The members of the Board shall be elected by the voting representatives during the AGM from among the nominees proposed by the member associations as defined in paragraphs 8.01–8.06.

11.07     Each member association shall provide written notification with the names of two persons nominated by that member association to stand for election to the Board in advance of the meeting in accordance with Federation policy.

11.08     Prior to the election to the Board, a nominee must provide the Federation with a written consent agreeing to serve as director if elected and agreeing to adhere to the By-laws and policies of the Federation and to regularly attend meetings of the Board and other meetings required by the director.

Election Protocol for the Board

11.09    The process by which candidates will be elected to the Board shall be in accordance with the Act and will be determined by the Board and outlined in the election protocol of the Federation.

Duties and Responsibilities of the Board

11.10    Subject to the requirements of the Act, the duties of the Board are to:

a)       consider changes to the By-laws for approval by the members;

b)      determine privileges of membership;

c)       determine membership fees for approval by the members;

d)      determine the election protocol;

e)      approve policies of the Federation;

f)        approve activity plans, including related budgets;

g)       establish committees or working groups as needed from time to time;

h)      appoint the members or working groups of the Board;

i)        receive and review reports from the Executive;

j)        receive and review financial and committee and working group reports; and

k)       discuss other business as may be determined by a Board member.

General Obligations of the Board

11.11     In addition to the duties and responsibilities of the Board as a whole specified in paragraph 11.10 of these By-laws, each Director shall:

a)       attend meetings of the Board;

b)      represent the concerns and issues of his/her member association;

c)       act honestly and in good faith with a view to the best interests of the Federation;

d)      exercise the care, diligence and skill of a reasonably prudent person;

e)      seek to avoid any conflict of interest; and in any event, disclose to the Board any conflict of interest or potential conflict of interest;

f)        comply with the Act and the Regulations, the articles of incorporation, the By-laws and the policies of the Federation, and any unanimous members’ agreements that may be in effect from time to time; and

g)       comply with other obligations of directors that may exist from time to time.

EXECUTIVE

Composition of the Executive

12.01    The Executive of the Federation is comprised of the President, Vice President – Finance, Vice President, Research, and three (3) Regional Executive members: Executive Member, Western Canada; Executive member, Central Canada; and Executive Member, Eastern Canada, elected by the voting representatives from among the serving members of the Board during the AGM. 

12.02     Serving members of the Executive shall be currently enrolled in an undergraduate dentistry program. Regional Executive members shall be currently enrolled in an undergraduate dentistry program in their designated region.

Terms of Office of the Executive

12.03    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, as defined in paragraph 8.07.

Vacancy on the Executive

12.04     If the office of the President becomes vacant, the Vice President, Finance will serve as Acting President for the unexpired portion of the term, while maintaining his/her duties as Vice President, Finance.

12.05     If the office of the Vice President, Finance becomes vacant, the Vice President, Research will serve as Acting Vice President, Finance for the unexpired portion of the term, while maintaining his/her duties as Vice President, Research.

12.06     If the office of the Vice President, Research becomes vacant, the regional Executive members may, by resolution, fill the vacancy from the currently serving members of the Board for the unexpired portion of the term.

12.07     If the office of one of the regional Executive members becomes vacant, the Executive may, by resolution, fill the vacancy from the currently serving members of the Board from that region for the unexpired portion of the term.

Nominations to the Executive

12.08    The President shall be elected by the voting representatives from among the members currently serving on the Executive during the AGM.

12.09     The members of the Executive shall be elected by the voting representatives from among the currently serving on the Board during the AGM.

12.10     Prior to the election to the Executive, a nominee must provide the Federation with a written consent agreeing to serve as a member of the Executive if elected and agreeing to adhere to the By-laws and policies of the Federation and to regularly attend meetings of the Executive and other meetings required by the duties of that office.

Election Protocol for the Executive

12.11    The process by which candidates will be elected to the Executive will be determined by the Board and outlined in the election protocol of the Federation.

Qualifications to Serve as President

12.12     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.

Duties and Responsibilities of the Executive

12.13    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 Board;

c)       draft policies for the approval of the Board;

d)      direct the organization of the AGM;

e)      present an annual report to the Board on activities of the Federation;

f)        discuss other business as may be determined by the Board; and

g)       discuss other business as may be determined by the Executive, as limited to in these bylaws.

Duties and Responsibilities of the President

12.14    The specific duties of the President are to:

a)       chair meetings of the meeting of members, Board, and Executive;

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 Board;

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 Board;

f)        serve as ex officio member of all committees;

g)       make interim appointments to fill vacancies arising in all committees;

h)      appoint members of Board to serve as liaisons to committees;

i)        perform such other duties as may be required by the Board; and

j)        delegate such duties and responsibilities as he/she deems appropriate.

Duties and Responsibilities of the Vice President, Finance

12.15     The specific duties of the Vice President, Finance 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, Finance; and

d)      act as Chair of the Finance Committee;

e)      act as ex-officio member of committees at the request of the President.

Duties and Responsibilities of the Vice President, Research

12.16     The specific duties of the Vice President, Research 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 Vice President, Finance if the Vice President, Finance is unable to act for the unexpired portion of the term, while maintaining his/her duties as Vice President, Research;

d)      lead all activities of the FCDSA related to research; and

e)      act as ex-officio member of committees at the request of the President.

Duties and Responsibilities of the Executive Member, Western Canada

12.17    The specific duties of the Executive Member, Western Canada are to:

a)       attend meetings of the Executive;

b)      represent the member 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 Board 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 Executive Member, Central Canada

12.18     The specific duties of the Executive Member, Central Canada are to:

a)       attend meetings of the Executive;

b)      represent the member associations from the University of Manitoba, University of Toronto and University of Western Ontario at meetings of the Executive.

c)       maintain regular contact with the Board 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 Executive Member, Eastern Canada

12.19     The specific duties of the Executive Member, Eastern Canada are to:

a)       attend meetings of the Executive;

b)      represent the member associations from Dalhousie University, l’Université Laval, McGill University, and l’Université de Montréal at meetings of the Executive.

c)       maintain regular contact with the Board 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.

COMMITTEES

Committees

13.01     There shall be a Finance Committee and such other temporary or standing committees or working groups (herein collectively referred to as “Committees”) as the Board may establish.

Composition and Terms of Reference of Committees

13.02     Subject to appointments made by the President pursuant to paragraph 12.14, the Board shall appoint the members of all Committees who shall serve at the pleasure of the Board.

Terms of Office of Committees

13.03     The term of office of the members of Committees shall be determined by the Board. The Chairperson of each Committee is appointed annually by the Board.

Vacancy on Committees

13.04     Pursuant to paragraph 12.14, the President shall make interim appointments to fill vacancies arising in all committees.

Duties and Responsibilities of Committees

13.05     The specific duties and responsibilities of committees are to:

a)       hold meetings on a regular basis to carry out the work of the committee;

b)      document all committee meeting discussions and decisions in formal minutes;

c)       submit all meeting agendas, resource documents and minutes and any other committee material to the Secretariat (as defined in paragraphs 20.01–20.02) for maintenance of corporate records (as defined in paragraph 20.03);

d)      abide for the committees’ terms of reference; and

e)      discuss other business as may be determined by the Board.

MEETINGS OF THE MEMBERS

Meetings of the Members

14.01    There shall be an AGM held each year at such a time and place as the Board may, from time to time, determine.

14.02    The Board shall call a special meeting of members in accordance with Section 167 of the Act, on written requisition of members carrying not less than 5% of the voting rights. If the directors do not call a meeting within twenty-one (21 days) of receiving the requisition, any member who signed the requisition may call the meeting.

14.03     Subject to compliance with section 159 (Place of Members’ Meetings) of the Act, meetings of members may be held at any place within Canada determined by the Board or, if all of the members entitled to vote at such meeting so agree, outside Canada.

Participation by Electronic Means at Meetings of Members, Including the AGM

14.04    Meetings of the members 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 members by that means shall be deemed to be present at the meeting.

14.05    The AGM may not be held only by telephone, electronic or other communication facility.

Notice of Meetings of the Members

14.06    Notice of meetings of the Members shall be communicated to all member associations and to the current voting representatives 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. Notice of AGM shall be provided to each member entitled to vote at the meeting 21 to 35 days before the day of the meeting by telephonic, electronic or other communication facility. When the meeting of members is held in response to a petition of Board 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 Members

14.07     Notice of any meeting of the members may be waived by unanimous consent of the voting representatives 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 Attendance at Meetings of Members

14.08    Voting representatives shall give written confirmation of their attendance at a meeting of members to the Federation secretariat within ten (10) days of the notice of meeting.

14.09    Should a voting representative be unable to attend a meeting of members the representative shall notify their member association and the Federation secretariat at least fifteen (15) days before the date of the meeting.

Chairperson of Meetings of the Members

14.10     The President of the Federation shall serve as Chairperson and therefore will chair all meetings of members. In the absence of the President, the Vice President, Finance shall act as Chairperson.

Entitlements of Participants at Meetings of the Members

14.11    During meetings of members, voting representatives are entitled to introduce agenda items; move, second, and speak to resolutions. Each voting representative shall be entitled to one (1) vote.

14.12    Guests and observers at a meeting of members 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 members 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 Members

14.13    The process for the submission of proposals/resolutions to the meetings of the members, subject to the Act, shall be determined by the Executive from time to time and communicated to the member associations.

14.14    Subject to the Act, every question or resolution or disputed conflict of interest submitted to a meeting of members shall be decided by a majority (50% + 1) of the votes cast, except for changes to these bylaws or to the membership fees, which require an affirmative vote of at least two-thirds (2/3) of the voting representatives present at the AGM or other meeting of members called to consider changes to these bylaws or changes to the membership fees.

Absentee Voting at Meetings of the Members

14.15    Proxy attendance and proxy voting are prohibited.

Quorum at Meetings of the Members

14.16    Quorum for a meeting of the members shall be 80% of the total number of voting representatives of the member associations.

MEETINGS OF THE BOARD

Meetings of the Board

15.01    Meetings of the Board 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 Board (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 Board

15.02    Board 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 Board meeting by that means shall be deemed to be present at the meeting.

Notice of Meetings of the Board

15.03    Notice of meetings of the Board shall be communicated to all member associations and to the current directors 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 Board meeting is held in response to a petition of Board 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 Board

15.04     Notice of any meeting of the Board may be waived by unanimous consent of the Board 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 Attendance at Meetings of the Board

15.05    Board members shall give written confirmation of their attendance to the Federation secretariat within ten (10) days of the notice of meeting.

15.06    Should a member of the Board be unable to attend a meeting of the Board the director shall notify their student association and the Federation secretariat at least fifteen (15) days before the date of the Board meeting.

Chairperson of Meetings of the Board

15.07    The President of the Federation shall serve as Chairperson and therefore will chair all meetings of the Board. In the absence of the President, the Vice President, Finance shall act as Chairperson.

Entitlements of Participants at Meetings of the Board

15.08    During meetings of Board, directors are entitled to introduce agenda items; move, second, and speak to resolutions. Each director shall be entitled to one (1) vote.

15.09    Guests and observers at a meeting of the Board are entitled to speak to agenda items or resolutions but may not move nor second a resolution, nor cast votes. Guests and observers to meetings of the Board 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 Board

15.10    The process for the submission of proposals/resolutions to the Board, subject to the Act, shall be determined by the Executive from time to time and communicated to the member associations.

15.11    Subject to the Act, every question or resolution or disputed conflict of interest submitted to a meeting of the Board shall be decided by a majority (50% + 1) of the votes cast.

Absentee Voting at Meetings of the Board

15.12    Proxy attendance and proxy voting are prohibited.

Quorum at Meetings of the Board

15.13    Quorum for a meeting of the Board shall be 80% of the total number of member associations.

MEETINGS OF THE EXECUTIVE

Meetings of the Executive

16.01     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

16.02     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

16.03     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

16.04     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

16.05     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, Finance shall act as Chairperson.

Absentee Voting at Meetings of the Executive

16.06    Proxy attendance and proxy voting are prohibited.

Quorum at Meetings of the Executive

16.07    Quorum for a meeting of the Executive shall be majority (50% + 1) of the total number of members of the Executive.

MEETINGS OF THE COMMITTEES

Meetings of the Committees

17.01     The Committees of the Federation shall meet at such a time and place as the Chairperson of the Committee may, from time to time, determine.

Participation by Electronic Means at Meetings of the Committees

17.02     Meetings of the Committees 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 Committee by that means shall be deemed to be present at the meeting.

Notice of Meetings of the Committees

17.03     Notice of meetings of the Committee shall be communicated to the members of the Committee at least three (3) 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.

Minutes of Meetings of the Committees

17.04     The Chairperson of the Committee shall designate a Committee member to record the official minutes of meetings of the Committee for submission to the Secretariat along with the agenda, resource documents and any other committee material for that meeting to the Secretariat (as defined in paragraphs 20.01–20.02) for maintenance of corporate records (as defined in paragraph 20.03);

Absentee Voting at Meetings of the Committees.

17.05    Proxy attendance and proxy voting are prohibited.

Quorum at Meetings of the Committees

17.06    Quorum for a meeting of the Executive shall be majority (50% + 1) of the total number of members of the Committee.

RULES OF ORDER

18.01    The Federation exists and operates in accordance with the act and these By-laws. Where not specified in the Act or elsewhere in these By-laws, the AGM and other Federation meetings will be conducted in accordance with the latest edition of “The Sturgis Standard Code of Parliamentary Procedure.”

CONFLICT OF INTEREST

19.01    No voting representative, member of the Board, member of the Executive, or member of a committee 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.

19.02    A voting representative, member of the Board, member of the Executive, or member of a committee, 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 Board to be entered in the minutes of any meeting in which such interest would raise a conflict.

19.03    A voting representative, member of the Board, member of the Executive, or member of a committee, 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.

19.04    The Board is the final authority on any disputed conflict of interest.

THE SECRETARIAT

The Secretariat

20.01    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.

20.02    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:

a)       Administrative support (governing bodies, planning, meetings);

b)      Corporate/organizational records;

c)       Registration of membership and governing bodies;

d)      Communication (website, electronic portal);

e)      Finances/insurance/contracts; and

f)        Advice.

Corporate Records

20.03     The Federation shall prepare and maintain, at its registered office (as defined in paragraph 2.01), records containing the following:

a)       The articles and the By-laws, and amendments to them, and a copy of any unanimous member agreement;

b)      The agendas, resources and minutes of meetings of members, Board, Executive and any committee of the Board or members;

c)       The resolutions of members, Board, Executive and any committee of the Board or members;

d)      If any obligation is issued by the Federation, a debt obligations register that complies with section 44 of the Act;

e)      A register of directors;

f)        A register of officers;

g)       A register of members; and

h)      Any other financial and organizational records as may be required for corporate history and as may be determined by the Board from time to time.

FINANCIAL ARRANGEMENTS

21.01     The Board shall set the fiscal year-end of the Federation, from time to time.

21.02     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 Board 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 Board may by resolution from time to time designate, direct or authorize.

AUDITORS OR PUBLIC ACCOUNTANTS

22.01     The voting representatives at the AGM shall appoint an auditor or public accountant to audit or review the accounts of the Federation for the ensuing year or until the next AGM as required under the Act. The Board may fill any vacancy is the office of auditor or public accountant between meetings of members. The remuneration of the auditor or public accountant is fixed by the Board.

EXECUTION OF DOCUMENTS

23.01     Deeds, transfers, assignments, contracts, obligations and other instruments in writing requiring executive by the Federation may be signed by any two (2) of its officers or directors. In addition, the Board may authorize, from time to time, the manner in which and the person or persons by whom a particular document or type of document shall be executed. When signed by such authorized person or persons, all contracts, documents and instruments so signed are binding upon the Federation without any further authorization or formality.

23.02     Any articles, notice, resolution, requisition, statement or other document required or permitted to be executed or signed by more than one individual for the purposes of the Act may be executed or signed in several documents of similar form, each of which is executed or signed by one or more of the individuals. The documents, when duly executed or signed by all individuals required or permitted, as the case may be, to do so, are deemed to constitute one document for the purposes of the Act.

INDEMNIFICATION

24.01     Every present, former and acting Director, and his and her heirs and legal representatives, shall be indemnified and saved harmless by the Federation, out of the funds of the Federation or insurance maintained by the Federation, in respect of all costs, charges, and expenses reasonably incurred by director in connection with the defense of any civil, criminal, administrative, investigative or other proceeding in which the Director is involved because of association with the Federation, if:

a)       the Director acted honestly and in good faith with a view to the best interests of the Federation;

b)      the Director exercised the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstance;

c)       the costs, charges, damages, liabilities, fines, penalties, legal fees and expenses incurred by the Director were not occasioned by his or her own willful neglect or default; and

d)      in the case of a criminal or administrative action or proceeding, the director was not judged by the Court or other competent authority to have committed any fault or omitted to do anything the individual ought to have done.

24.02     The Federation may purchase and maintain, out of its funds, insurance for the benefit of directors against any liability incurred by them in their individual capacity as Directors of the Federation.

DISSOLUTION

25.01    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

26.01     Subject to the articles, the Board may, by resolution, make amend or repeal any by-laws that regulate activities and affairs of the Federation. Any such by-law, amendment or repeal shall be effective from the date of the resolution of directors until the next meeting of members where it may be confirmed, rejected or amended by the members by special resolution as specified in section 14.14 at an AGM or other meeting of members called for the purpose of considering the By-laws.

26.02    Notice of proposed amendments to these bylaws shall be communicated by the secretariat to the member associations, voting representatives, and the members of the Board at least thirty (30) days prior to the day of the meeting of the Board.

26.03    Proposed amendments to these bylaws may be submitted by any member of the Board 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 26.02 of these bylaws.

26.04    If proper notice of the amendments has been given, adjustments to the amendments may be made by a majority of the voting representatives at the meeting where the bylaws are being considered, as long as the amendments are ultimately approved by a special resolution of the members at an AGM or other meeting of members called for the purpose of considering the By-laws.

26.05    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 Board. As with other proposed amendments, these amendments must ultimately be approved by a special resolution of the members at an AGM or other meeting of members called for the purpose of considering the By-laws.

EFFECTIVE DATE OF BY-LAWS

27.01     These General By-laws for the Federation of Canadian Dentistry Student Associations take effect upon the date they are adopted by a special resolution of the members.

Dated the 22nd day of November, 2018.