C-26, r. 25 - Regulation respecting the business of the board of directors and general meetings of the Ordre professionnel des comptables en management accrédités du Québec

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chapter C-26, r. 25
Regulation respecting the business of the board of directors and general meetings of the Ordre professionnel des comptables en management accrédités du Québec
CERTIFIED MANAGEMENT ACCOUNTANTS — PROFESSIONAL CODE — BUSINESS AND GENERAL MEETINGS
Professional Code
(chapter C-26, ss. 93, par. a and 94, pars. a and f).
C-26
September 1 2012
Implicitly revoked, 2012, chapter 11, s. 25, par. 1.
DIVISION I
BOARD OF DIRECTORS
1. The executive committee of the Ordre des comptables en management accrédités du Québec shall fix the time and place of the regular meetings of the board of directors.
O.C. 1725-84, s. 1.
1.1. The board of directors shall consist of 25 persons, including the president if he is elected by a general vote.
The board of directors shall consist of 24 persons, including the president if he is elected by a vote of the elected directors.
O.C. 674-90, s. 2.
2. A regular meeting of the board of directors shall be called by the secretary of the Order by sending a written notice of meeting, accompanied by the agenda, at least 5 days before the date of the meeting.
O.C. 1725-84, s. 2.
3. A special meeting of the board of directors may be called by the secretary on the following conditions:
(1)  all the members shall be notified by telephone or telegram at least 2 days before the meeting of the time and place of the meeting; and
(2)  all the members absent from the meeting shall acknowledge that they were called in accordance with subparagraph 1.
Only the matters for which a special meeting was called may be discussed at the meeting.
O.C. 1725-84, s. 3.
4. Notwithstanding sections 2 and 3, a meeting of the board of directors is considered to be regularly held if all the directors are in attendance and waive notice of meeting or if, where they are not in attendance or not physically present at the place where the meeting of the board of directors is held, all of the directors participate in a conference telephone call and waive notice of meeting.
O.C. 1725-84, s. 4; O.C. 674-90, s. 3.
5. The secretary shall act as secretary of the board of directors and shall not be entitled to vote.
O.C. 1725-84, s. 5.
6. The vice-president shall chair the meeting of the board of directors where the president is absent or wishes to participate in the discussion.
The board of directors shall designate one of its members to chair the meeting where the president and vice-president are absent or where the vice-president chairs the meeting and wishes to participate in the discussion.
O.C. 1725-84, s. 6; O.C. 674-90, s. 4.
7. After observing that there is a quorum, the chair or his substitute shall declare the meeting open. At a regular meeting, the board of directors shall adopt an agenda, and then adopt the minutes of the preceding meeting. At the request of a director, the board of directors may correct the minutes, but only if they contain errors or are not in agreement with the decisions made. If they are in agreement, they shall be adopted as read.
O.C. 1725-84, s. 7.
8. Whenever the chair or substitute adjourns a meeting of the board of directors for lack of a quorum, the time of adjournment and the names of the directors then present shall be entered in the minutes.
O.C. 1725-84, s. 8.
9. The directors shall vote by a show of hands; where a decision is made by conference telephone call, the vote shall be taken orally.
The vote shall be taken by secret ballot where one of the directors so requests, in which case, the president shall give instructions regarding the method of voting.
O.C. 1725-84, s. 9; O.C. 674-90, s. 5.
10. The board of directors shall sit in private. It may, where the majority of the directors so wish, hold meetings in public or permit certain persons to attend the meeting or to take part in it.
O.C. 1725-84, s. 10; O.C. 674-90, s. 6.
11. If the office of president becomes vacant, it shall be filled within 60 days of the date of vacancy.
O.C. 1725-84, s. 11.
DIVISION II
EXECUTIVE COMMITTEE
12. The executive committee of the Order shall consist of the following members: the president of the Order and 3 members, one of whom shall act as vice-president and another as treasurer, both appointed by the committee, and another member elected by an annual vote of the members of the board of directors among the members appointed by the Office des professions du Québec.
O.C. 1725-84, s. 12.
13. The secretary of the Order shall act as secretary of the executive committee and shall not be entitled to vote.
O.C. 1725-84, s. 13.
14. A regular meeting of the executive committee shall be called by the secretary by sending a written notice of meeting accompanied by an agenda, at least 5 days before the date of the meeting.
O.C. 1725-84, s. 14.
15. A special meeting of the executive committee may be called by the secretary on the following conditions:
(1)  all the members of the executive committee shall be notified by telephone or telegram at least 2 days before the meeting; and
(2)  all the members of the executive committee absent from the meeting shall acknowledge that they have been called in accordance with subparagraph 1.
Only the matters for which a special meeting was called may be discussed at the meeting.
O.C. 1725-84, s. 15.
16. Notwithstanding sections 14 and 15, a meeting of the executive committee is considered to be regularly held if all the members of the committee are in attendance or if, where they are not in attendance or not physically present at the place where the meeting of the executive committee is held, all of the members participate in a conference telephone call and waive notice of meeting.
O.C. 1725-84, s. 16; O.C. 674-90, s. 7.
17. Where the president of the Order is absent, the vice-chair shall preside over meetings of the executive committee.
O.C. 1725-84, s. 17.
18. Decisions shall be made by majority vote of the members present at the meeting or participating in it; in case of a tie, the chair shall have a casting vote.
O.C. 1725-84, s. 18; O.C. 674-90, s. 8.
19. The treasurer shall have the following powers and duties:
(1)  he shall keep all the funds and securities of the Order and deposit them in the name of the Order in the bank or with the trustee recommended by the board of directors;
(2)  he shall sign with another person appointed by the board of directors all cheques, drafts, notes and money orders issued by the Order;
(3)  he shall make payments or alienate securities according to the board of director’s instructions;
(4)  he shall sign the books and financial statements of the Order, where necessary; and
(5)  he shall provide security if the board of directors so requires.
O.C. 1725-84, s. 19.
DIVISION III
GENERAL MEETINGS
20. The general meetings shall be held at the time and place determined by the executive committee.
O.C. 1725-84, s. 20.
20.1. The secretary shall call the annual general meeting by sending a notice in writing by mail, along with the proposed agenda, to each member of the Order at the address indicated on the roll, at least 30 days before the date of such a meeting.
O.C. 674-90, s. 9.
20.2. The secretary shall call the special general meeting by sending a notice in writing by mail, along with the proposed agenda, to each member of the Order at the address indicated on the roll, at least 5 clear days before the date of such meeting.
Only the matters for which the special general meeting was called may be discussed at the meeting.
O.C. 674-90, s. 9.
20.3. Directors appointed in accordance with section 78 of the Professional Code (chapter C-26) shall be called to the general meetings in accordance with the same conditions as those prescribed in sections 20.1 and 20.2; they have the right to speak but not the right to vote.
Where the notice of a general meeting is accompanied by documents intended for the members of the Order and related to the meeting, the secretary shall likewise ensure that the documents are sent to the directors appointed in accordance with section 78 of the Professional Code.
O.C. 674-90, s. 9.
21. No unintentional omission to send a notice of a general meeting or accident preventing receipt thereof shall not invalidate any decision made at the meeting.
O.C. 1725-84, s. 21.
22. The quorum for a general meeting of the Order is 50 members.
O.C. 1725-84, s. 22.
23. Where the quorum has not been reached at a general meeting, the secretary shall draw up the minutes to that effect and shall call another general meeting.
O.C. 1725-84, s. 23.
24. The annual membership card constitutes proof that the member may vote at a general meeting.
Voting by proxy is forbidden. Decisions shall be taken by majority vote. In case of a tie, the chair of the meeting shall have a casting vote.
O.C. 1725-84, s. 24.
25. Unless the members present consent thereto, a motion concerning a matter which is not entered on the agenda must reach the Order in writing addressed to the secretary, at least 15 days before the meeting is held.
O.C. 1725-84, s. 25.
26. Notwithstanding section 25, a motion to determine the mode of election of the president must be on the agenda accompanying the notice calling a general meeting.
O.C. 1725-84, s. 26.
27. The chair may, with the consent of the meeting, adjourn any meeting without giving notice of the adjournment. The continued meeting may deal only with the matters specified in the notice of meeting.
O.C. 1725-84, s. 27.
DIVISION IV
MISCELLANEOUS
28. The head office of the Order shall be within the territory of the Communauté métropolitaine de Montréal.
O.C. 1725-84, s. 28.
29. The seal of the Order shall be that stamped on the copy of this Regulation kept by the secretary of the Order.
O.C. 1725-84, s. 29.
30. The abbreviation RIA and the name of the Order shall appear on all correspondence and official documents of the Order.
O.C. 1725-84, s. 30.
31. A decision taken by the board of directors, the executive committee or a general meeting shall not be reconsidered without the consent of two-thirds of the members present whether of the board of directors, the executive committee, or the general meeting.
O.C. 1725-84, s. 31.
32. The president may speak on behalf of the board of directors and act as it representative. The secretary, the director general or any other member of the Order may be authorized to speak on behalf of the board of directors on delegation from the president by decision of the board of directors.
O.C. 1725-84, s. 32.
33. Where the secretary of the Order is incapacitated by illness or absence, the board of directors shall, by resolution, appoint a substitute.
O.C. 1725-84, s. 33.
34. Subject to the Professional Code (chapter C-26), matters of procedure not prescribed by this Regulation shall be governed, with the necessary modifications, by the rules contained in “Procédure des assemblées délibérantes” by Victor Morin.
O.C. 1725-84, s. 34; O.C. 674-90, s. 10.
DIVISION V
FINAL PROVISIONS
35. This Regulation replaces the Regulation respecting the business of the Bureau and general meeting of the Corporation professionnelle des comptables en administration industrielle (R.R.Q., 1981, c. C-26, r. 20).
O.C. 1725-84, s. 35.
36. (Omitted).
O.C. 1725-84, s. 36.
REFERENCES
O.C. 1725-84, 1984 G.O. 2, 3327
O.C. 674-90, 1990 G.O. 2, 1450
S.Q. 2008, c. 11, ss. 212 and 213