C-48, r. 1 - Regulation respecting the business of the board of directors, the executive committee and general meetings of the Ordre des comptables agréés du Québec

Full text
chapter C-48, r. 1
Regulation respecting the business of the board of directors, the executive committee and general meetings of the Ordre des comptables agréés du Québec
CHARTERED ACCOUNTANTS — BUSINESS OF THE BOARD OF DIRECTORS
Chartered Accountants Act
(chapter C-48, s. 3).
C-48
Professional Code
(chapter C-26, ss. 93, pars. a and e and 94, pars. a and b).
C-26
September 1 2012
Implicitly revoked, 2012, chapter 11, s. 31.
DIVISION I
BOARD OF DIRECTORS
1. If the president is elected by a general vote of the members of the Ordre des comptables agréés du Québec, the board of directors shall consist of 29 directors including the president.
If the president is elected by a vote of the elected directors, the board of directors shall consist of 28 directors including the president.
The president and all the directors must be Canadian citizens and domiciled in Québec.
O.C. 1050-91, s. 1.
2. The president shall determine the date, the place and the time of ordinary meetings of the board of directors.
O.C. 1050-91, s. 2.
3. The president shall determine the procedure and the place where special meetings of the board of directors are held.
O.C. 1050-91, s. 3.
4. Any notice of a meeting of the board of directors must indicate the date, the place and the time of the meeting.
O.C. 1050-91, s. 4.
5. An ordinary meeting of the board of directors shall be called by the secretary by sending a notice in writing with the agenda to each member of the board of directors at least 5 clear days before the date of the meeting.
O.C. 1050-91, s. 5.
6. A special meeting of the board of directors shall be called by the secretary either by sending a notice in writing by mail, telegram, cablegram, fax or messenger, or by verbal notice given at least 48 hours before the meeting in a case of emergency. The notice shall indicate the matters for which the meeting was called.
Only the matters mentioned in the notice may be discussed at a special meeting.
O.C. 1050-91, s. 6.
7. Notwithstanding sections 5 and 6, a meeting of the board of directors shall be considered to be regularly held if all the members are present and waive the notice of meeting or if, where they are not present or not physically in attendance at the place where the meeting of the board of directors is held, all the members participate in a conference telephone call and waive the notice of meeting.
O.C. 1050-91, s. 7.
8. The vice-president shall chair the meeting of the board of directors where the president 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. 1050-91, s. 8.
9. Each time the president adjourns the meeting of the board of directors for lack of a quorum, the secretary shall record in the minutes the time of adjournment and the names of the members of the board of directors in attendance.
O.C. 1050-91, s. 9.
10. The board of directors shall sit in private. It may, where the majority of the members of the board of directors so wish, permit certain persons to attend the meeting or to take part in it.
O.C. 1050-91, s. 10.
11. The members of the board of directors shall vote by secret ballot where at least 2 of them so request. The president shall thereupon appoint 2 scrutineers for the purpose of taking the vote.
O.C. 1050-91, s. 11.
12. The immediate past president is entitled, for the duration of the term of his successor, to attend all meetings of the board of directors in an advisory capacity.
O.C. 1050-91, s. 12.
13. In addition to the duties devolved upon him by section 80 of the Professional Code (chapter C-26), the president shall be a member of all the committees of the Order, except for the disciplinary council and the professional inspection committee.
O.C. 1050-91, s. 13.
14. The president shall be the sole person authorized to speak for the Order on matters relating to its business or concerning the practice of the profession.
He may designate another person to act as a spokesperson authorized by the Order on matters relating to the practice of the profession.
O.C. 1050-91, s. 14.
15. The vice-president of the Order shall assist the president in the execution of his duties and, in his absence or where he is unable to act, he shall exercise the duties and powers of the president.
O.C. 1050-91, s. 15.
16. At the first meeting of the board of directors immediately following the taking of office of the president or of a director, the first matter on the agenda must be the swearing-in of the new member of the board of directors. The taking of the oath of discretion shall be done in the form shown in Schedule II to the Code.
O.C. 1050-91, s. 16.
17. Any member of the board of directors may express his personal opinion in public on matters relating to the business of the Order or to the practice of the profession, if he forewarns his audience that the ideas he is expressing are his own and are not necessarily shared by the board of directors.
O.C. 1050-91, s. 17.
18. A member of the board of directors who is in a conflict of interest over an issue must reveal it. The president shall decide, forthwith, whether this section applies to that member and whether he must refrain from voting.
O.C. 1050-91, s. 18.
DIVISION II
EXECUTIVE COMMITTEE
19. The elected members of the board of directors shall elect each year 1 vice-president and 2 advisors from among their number; a third advisor shall be appointed by an annual vote of the members of the board of directors among the members appointed by the Office des professions du Québec. Those persons, including the president of the Order, form the executive committee.
O.C. 1050-91, s. 19.
20. Any notice of meeting for a sitting of the executive committee must indicate the date, the place and the time of the sitting.
O.C. 1050-91, s. 20.
21. An ordinary sitting of the executive committee shall be called by the secretary by means of a notice in writing transmitted to each member of the committee at least 3 days before the date of the sitting.
O.C. 1050-91, s. 21.
22. The president or, on his request, the secretary may convene all the members of the executive committee to a special sitting, either by telephone, telegram, fax or messenger, at least 24 hours before the time of the sitting. That notice must indicate the matters for which the sitting was called.
O.C. 1050-91, s. 22.
23. Notwithstanding sections 21 and 22, a sitting of the executive committee shall be considered to be regularly held if all the members are present or if, where they are not present or not physically in attendance at the place where the sitting is held, all the members participate in a conference telephone call and waive the notice of meeting.
O.C. 1050-91, s. 23.
24. In the case of a tie-vote, the chair shall have a second vote.
O.C. 1050-91, s. 24.
DIVISION III
GENERAL MEETINGS
25. Any general meeting of the members of the Order shall be held at the date, the place and the time determined by the executive committee.
O.C. 1050-91, s. 25.
26. Any notice of a general meeting must indicate the date, the place, the time and the proposed agenda of the meeting.
O.C. 1050-91, s. 26.
27. The proposed agenda of a general meeting shall be drawn up by the executive committee.
In the case of a special general meeting called on the request in writing of the members of the Order in accordance with section 106 of the Code, the proposed agenda must contain the matters written in that request.
O.C. 1050-91, s. 27.
28. The secretary shall call a general meeting by sending a notice of meeting by mail to each member of the Order at least 30 days before the date of such a meeting.
The secretary shall also send the notice of meeting and any other document addressed to the members of the Order for that meeting to each director appointed in accordance with section 78 of the Code, within that same period.
In the case of a special general meeting, the period mentioned in the first paragraph shall be at least 5 days.
O.C. 1050-91, s. 28.
29. Besides the manner of calling the meetings prescribed in the first paragraph of section 28, the secretary may call the annual general meeting by means of a notice of meeting published or inserted in a publication that the Order sends to each member of the Order at least 30 days before the date of the meeting; that notice must be at least 100 cm2 and presented under the title «NOTICE OF THE ANNUAL GENERAL MEETING».
In such case, the secretary shall send to each director appointed in accordance with section 78 of the Code, at least 30 days before the date of the meeting, a copy of the publication in which that notice was published or inserted, and any other document sent to the members of the Order for that meeting.
O.C. 1050-91, s. 29.
30. In a special general meeting, only matters mentioned in the proposed agenda shall be discussed.
O.C. 1050-91, s. 30.
31. At all general meetings of the members of the Order, 75 members shall form a quorum.
O.C. 1050-91, s. 31.
32. If the general meeting cannot begin for lack of a quorum within 90 minutes following the time mentioned in the notice of meeting, the secretary shall record that fact in the minutes and another general meeting shall be called.
O.C. 1050-91, s. 32.
33. The members of the Order present shall vote by secret ballot where at least 25 of them so request. The chair of the meeting shall thereupon appoint 2 scrutineers for the purpose of taking the vote.
O.C. 1050-91, s. 33.
34. All decisions shall be taken by a majority of the members present. In the case of a tie-vote, the chair of the meeting shall have a second vote which is a casting vote.
O.C. 1050-91, s. 34.
35. A general meeting may be adjourned by resolution of a majority of the members present, in which case only matters on the agenda of that meeting may be discussed when the meeting resumes.
O.C. 1050-91, s. 35.
DIVISION IV
MISCELLANEOUS
36. Any cheque issued by the Order must be signed either by 2 elected members of the board of directors, or by 2 persons appointed by the board of directors for that purpose.
O.C. 1050-91, s. 36.
37. The head office of the Order shall be situated in the territory of the Communauté métropolitaine de Montréal.
O.C. 1050-91, s. 37.
38. Where none of the rules of procedure set forth in the Code or in this Regulation provides a solution to a particular situation, the rules set forth in Procédure des assemblées délibérantes, Victor Morin, 1972, 4e édition, shall apply, with the necessary modifications.
O.C. 1050-91, s. 38.
39. The seal of the Order shall be that of the imprint appearing in the copy of this Regulation kept by the secretary.
O.C. 1050-91, s. 39.
40. Any member of the board of directors or of the executive committee shall be entitled to the reimbursement of all expenses incurred in the performance of his duties, upon production of vouchers.
O.C. 1050-91, s. 40.
41. Any notice to a member of the Order shall be mailed prepaid through the post at Montréal, addressed to the member at his address appearing on the roll of the Order, or, if his address does not appear therein, to his last address known to the secretary.
The non-receipt of a notice by any member shall not invalidate the actions or proceedings of any general meeting of the members of the Order.
O.C. 1050-91, s. 41.
42. (Omitted).
O.C. 1050-91, s. 42.
43. (Omitted).
O.C. 1050-91, s. 43.
REFERENCES
O.C. 1050-91, 1991 G.O. 2, 3219
S.Q. 2008, c. 11, ss. 212 and 213