Objects
Restated Objects Of the Alberta Society of Orthodontists:
As amended March 2007
1. The name of this organization shall
be the Alberta Society of Orthodontists, herein after referred to as
the “Society”.
2. The Objects of the Society are:
a. Advance the art and science of orthodontics.
b. Strive for higher standards of excellence in the practice of orthodontics.
c. Protect the rights of its members as certified specialists in orthodontics.
d. Cooperation with other societies with similar interests in furthering
the above purposes.
e. Promote public awareness of the benefits of orthodontic health
care rendered by certified specialists in orthodontics.
f. Optimize interdisciplinary care of persons with malocclusions,
cleft lip/palate and other craniofacial anomalies.
g. Enhance orthodontic research by active interaction, sponsorship
or participation in graduate orthodontic research.
h. Provide educational opportunities for members and para-dental team
members
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By-Laws
Restated
Application and By-Laws of the Alberta Society of Orthodontists-
As amended March 2007
Article 1: Interpretation
Article 2: Jurisdiction
Article 3: Members
Article 4: Executive Structure
Article 5: Committees
Article 6: Accounts
Article 7: Records
Article 8: Seal
Article 9: Resignation
Article 10: Amendment
Article 11: Code
of Ethics
Article 12: Borrowing Powers
Article 13: Amendments
of By-Laws
Article 14: Continuation of
Organization
Exhibit A: Policies and Guidelines
for Investment Accounts
ARTICLE
1: Interpretation
1.1 Definitions
Unless otherwise provided in these By-laws, the following
terms shall have the following meanings:
a. Annual General Meeting means an annual general meeting of the Members
duly called and constituted in accordance with these By-laws;
b. By-laws means these by-laws of the Society together with any amendments
to or replacements of these by-laws;
c. Officers means the persons who are elected or appointed as officers
of the Society from time to time in accordance with these By-laws;
d. Majority means a simple majority consisting of the eligible voters
who are present and voting at the time the vote is taken;
e. Members means the persons who are accepted as members of the Society
from time to time in accordance with these By-laws;
f. Societies Act means the Societies Act (Alberta), as amended from time
to time, and every statute that may be substituted therefor (including
the Volunteer Incorporations Act (Alberta)) and in the case of any such
amendment or substitution, any reference in these By-laws to the Societies
Act shall be read as referring to the amended or substituted provisions
therefore.
g. Society means the Alberta Society of Orthodontists.
1.2 Numbers and Gender
Words importing the singular number only in these By-laws
shall include the plural number and vice versa and words importing one
gender only in these By-laws shall include all genders.
1.3 Headings
The headings used in these By-laws are for ease
of reference only and shall not affect the meaning or the interpretation
of these By-laws.
ARTICLE
2: Jurisdiction
2.1 Territorial Jurisdiction
The territorial jurisdiction of the Society shall be the Province of
Alberta, Canada.
ARTICLE 3: Members
3.1 Members and Eligibility of Membership
Society membership and eligibility of membership shall be categorized
as follows:
Active Members
An active member of the Society shall have an Orthodontic specialists
certification recognized by Alberta Dental Association and College and
shall be registered as an Orthodontist with the Alberta Dental Association
and College to practice orthodontics in the province of Alberta, Canada.
An applicant shall become a member of the Alberta Society of Orthodontists
if the above criteria have been met and upon application for membership
and payment of the prescribed membership in full by the first week in
May of each year.
Academic Members
An Academic Member shall be employed full time in the academic rank of
clinical professor or higher in an orthodontic program accredited by the
Commission on Dental Accreditation of the Canadian Dental Association.
Academic membership status shall automatically terminate upon election
to active membership of the Society or upon entering private orthodontic
practice, whichever comes first.
Student Members
Dentists enrolled in a Canadian Dental Association approved graduate or
post-graduate level orthodontic program shall be deemed eligible to apply
for student membership. Student members shall not be eligible for voting
privileges nor shall they be eligible to hold office in the Society. Student
status shall automatically terminate upon entering private orthodontic
practice or academia.
Honorary Members
Any person who has made an outstanding contribution to the advancement
of orthodontics or to the Society and wishes to continue to support the
purpose of the Society may become an honorary life Member upon nomination
by a member and receipt of approval from the Executive Committee. Proposals
for Honorary Membership shall be made in writing to the Nominating Committee
and content shall include reasons and supporting information.
Retired Members
Retired Members shall consist of those members who have retired from the
active practice of orthodontics and wish to continue to support the purpose
of the Society. A member may become retired Members upon written application
to the Nominating Committee for re-classification to this status and receipt
of approval from the Executive Committee.
Life Members
Members of this Society who have been in the practice of dentistry for
forty (40) years and who have been Active Members of this Society for
a minimum of ten (10) years shall upon written application to the Nominating
Committee be granted life membership.
3.2 Privileges and Responsibilities of Membership
a. All Active Members shall be eligible to serve on Society
Committees.
b. Membership in the Society does not imply, directly or indirectly, certification
in the treatment of orthodontic patients.
c. It is the responsibility of each member to ensure that the Society
has record of a current, official address to which correspondence shall
be sent.
d. All members shall receive updated information from regional, provincial,
national and international committees and governing bodies relating to
the practice and management of orthodontics as the material becomes available
to the Committee representatives.
3.3 Membership Register
The Society shall maintain a register of all Members
containing the names of all Members together with the following particulars
of each Member:
a. full name and address of Member;
b. category of membership;
c. the date upon which such Member was admitted as a Member;
d. the date upon which such Member ceases to be a Member.
Any person whose name does not appear on the register
of Members shall not be a Member.
Any Member shall be entitled to inspect the register
of Members on any regular business day and during such hours and on such
conditions as may be determined by the Executive Committee.
3.4 Membership Fees
Membership fees shall be determined from time to time
by the Executive Committee and ratified by a two-thirds (2/3) majority
vote of Active Members present at the Annual General Meeting.
Membership fees with respect to any given calendar year
shall be due and payable in the month of May of such calendar year.
Honorary Members, Life Members, Retired Members, Student
Members and Academic Members shall be exempt from payment of all annual
dues and assessments and shall not be eligible to hold office in the Society.
Members engaged in active military duties or government
service during active war shall be exempt from the payment of dues and
assessments.
3.5 Meetings of Members
The terms and conditions governing meetings of the Members
are as follows:
a. An Annual General Meeting shall be held no later than the end of June
in each calendar year on such day, at such time and at such place as the
Executive Committee may from time to time determine;
b. A special meeting of the Members shall be called by
the President of the Society upon receipt of a written request from at
least a Majority of the Executive Committee or upon receipt of all of
the following:
i. a written request for such meeting signed by at
least 5% of all voting Members;
ii. a written undertaking signed by such requesting
Members whereby such Members agree to pay to the Society upon demand
all costs and expenses incurred by the Society in connection with the
callings and holding of such special meeting including but not restricted
to costs for preparing and copying notices, ballots and envelopes, mailing
costs and cost for renting suitable premises;
iii. confirmation that such requesting Members have
deposited in the Society’s bank account funds which, in the reasonable
opinion of the Executive Committee, are sufficient to pay the costs
and expenses described in Section 5.3(b)(ii) hereof;
iv. and such special meeting shall be held at such
time and at such place as the Executive Committee may determine provided
that such special meeting shall be held within 45 days following receipt
of such written request from the Executive Committee or such requesting
Members, as the case may be;
c. notice of a meeting of the Members shall be given,
not less than 21 days before such meeting, by written notice mailed to
each Member at the address shown in the Society’s register of Members;
d. notice of a meeting of the Members shall set out the
purpose of the meeting;
e. no error or omission in giving notice of any meeting
of the Members shall invalidate such meeting or invalidate or make void
any proceedings taken at such meeting and any Member at any time may waive
notice of any such meeting and may ratify and approve any and all proceedings
taken at such meeting;
f. the President of the Society shall preside over any
meeting of the Members and, at his / her discretion, he / she may appoint
a chairperson to chair any meeting of the Members;
g. a quorum at any meeting of the Members shall be 20%
of total Active Members in good standing provided that if a quorum is
not present within 30 minutes after the time at which such meeting is
to commence, then the following terms and conditions shall be applicable:
i. such meeting shall be postponed for a period of
not more than 28 days and such meeting shall be held on such date, such
time and at such place at the President of the Society may designate;
ii. at such postponed meeting, those Members present
shall constitute a quorum provided that at least 2 days prior written
notice of such postponed meeting has been given in the manner described
in Section 5.3 (c) hereof;
h. every question at a meeting of the Members shall be
decided by a Majority of the votes of the Members present at such meeting
unless otherwise required by these By-laws or by the Societies Act provided
that if there is an equality of votes, then the chairman of such meeting
shall have a casting vote in order to eliminate such equality;
i. every question at a meeting of the Members shall be
decided in the first instance by a show of hands (unless a poll is demanded
by a Majority of the Members) and, upon such show of hands, a declaration
by the chairman of such meeting that a resolution has been carried or
not carried and an entry to that effect in the minutes of the meeting
shall be sufficient evidence of that fact without proof of the number
or proportion of the votes recorded in favor of or against such resolution;
j. if a poll is demanded, then the question shall be
decided by a Majority of the votes given by the Members present in person
and the poll shall be taken in such manner as the chairman of the meeting
shall direct and the results of such poll shall be deemed to be the decision
of the Members with respect to such question;
k. voting at a meeting of the Members shall not be by
secret ballot unless the Majority of the Members present and entitled
to vote at such meeting request that a secret ballot be held or unless
otherwise specified in these By-laws;
l. a resolution in writing signed by all of the Members
shall be as effective as a resolution passed at a meeting of the Members
duly held and constituted;
m. all meetings of the Members shall be conducted in
accordance with these By-laws and where these By-laws are silent, such
meeting shall be conducted in accordance with Roberts Rules of Order Newly
Revised or any summary thereof;
n. The order of Business to be followed at the annual
meeting of the Society shall be:
i. Call to Order
ii. Approval of Minutes
iii. Approval of Agenda [new]
iv. Introduction and welcome of new members
v. Reports of Officers
vi. Reports of Committees
vii. Unfinished Business
viii. Nomination and election of Officers
ix. Installation of Officers
x. New business
xi. Adjournment
The Order of Business may be altered or suspended by
a two-thirds (2/3) vote of the Active Members present.
o. the business at an Annual General Meeting shall be:
i. to receive and consider the report of the Executive
Committee;
ii. to receive and consider the report of the auditors of the Society
for the most recent fiscal year;
iii. to elect Officers;
iv. to consider any resolution or resolutions as may be properly brought
before the meeting;
v. the business at a special meeting of the Members shall be restricted
to the business set out in the notice of that special meeting.
3.6 Restriction on Transferability of Memberships
Memberships in the Society may not be assigned or transferred.
3.7 Voting Rights of Members
All Members in good standing shall be entitled to vote
at an Annual General Meeting or at a special meeting of the Members. Members
shall vote in person or by proxy, mail or other method.
3.8 Liability of Members
A Member, when duly authorized to act for the Society,
shall not be personally liable for any loss or damage or depreciation
to the property of the Society or otherwise except if such Member acted
fraudulently, dishonestly or committed acts of gross misconduct or negligence.
3.9 Termination of Memberships
A Member’s membership in the Society shall terminate
upon the occurrence of one or more of the following events:
a. the Executive Committee receives written notice from
such Member stating that such Member wishes to terminate his membership
in the Society or otherwise withdraw from the Society;
b. such Member fails to pay his membership fees applicable
to any given calendar year by the end of June of such calendar year;
c. such Members dies;
d. a committee composed of at least 3 Officers, upon
review of the conduct of such Member, decides to expel such Member on
the basis that such Member has conducted himself in any improper or unbecoming
manner which is likely to endanger the interest or reputation of the Society
or on the basis that such Member has willfully breached these By-laws
provided that such expulsion shall not be effective until written notice
of such expulsion has been forwarded by registered mail to such Member
at the address of such Member shown in the Society’s register of
Members (and such notice shall be deemed to have been received by such
Member on the 5th day following the mailing of such notice) and provided
that such expulsion shall be subject to the appeal procedure described
in Section 5.9 hereof;
e. a majority of the Members present and entitled to
vote at a meeting of the Members vote in favor of the expulsion of such
Member provided that such expulsion shall not be effective until written
notice of such expulsion has been forwarded by registered mail to such
Member at the address of such Member shown in the Society’s register
of Members (and such notice shall be deemed to have been received by such
Member on the 5th day following the mailing of such notice) and provided
that such expulsion shall be subject to the appeal procedure described
in Section 5.9 hereof.
Upon the termination of any Member’s membership
in the Society, all rights, claims and interest of such Member in the
Society, including but not restricted to any refund of membership fees,
shall be forfeited by such Member.
3.10 Appeal Procedure Applicable to Termination of Memberships
Any Member who is expelled from the Society pursuant
to section 5.8(d) or 5.9(e) hereof shall be entitled to appeal such expulsion
in accordance with the following procedure:
a. such Member shall forward to the Executive Committee,
within 30 days following receipt or deemed receipt of written notice of
such expulsion, written notice of such Member’s decision to appeal
such expulsion;
b. such Member’s appeal shall be heard by a committee
of Officers (excluding those Officers who sat on the committee described
in Section 5.8(d) hereof) within 30 days of receipt of such Member’s
notice of appeal;
c. the procedure governing the hearing of such Member’s
appeal shall be determined by such committee of Officers;
d. the decision of such committee shall be final and
such Member shall have no further right of appeal.
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ARTICLE 4:
Executive Structure
4.1 Executive Committee
a. The Executive Committee shall include and be limited to the President,
Immediate Past President (ex officio), Vice-President and the Secretary-Treasurer.
b. The term of office of each member of the Executive Committee shall
be one year in each of the Officer roles beginning with Secretary-Treasurer,
then Vice President, President and finally Immediate Past President for
a total term of office of four (4) years unless otherwise determined by
the Society.
c. All Officers of the Executive Committee shall be Active Members in
good standing at the time of appointment.
d. All officers of the Executive committee shall declare and provide
written conflict of interest information as outlined in the Alberta Society
of Orthodontists Conflict of Interest Statement.
4.2 Powers of Officers
Subject to the provisions of these By-laws and the Societies Act, the
Executive Committee shall manage the business and affairs of the Society
and exercise all such powers of the Society as are not required to be
exercised by the Members. Without restricting the generality of the foregoing,
the Executive Committee shall be empowered to:
a. receive donations, bequests, funds, trusts, and benefits for the purpose
of furthering the objects of the Society provided that the Executive Committee
in its absolute and unfettered discretions may refuse to accept any donations,
bequests, funds, trusts, and benefits;
b. establish and maintain a banking relationship with one or more chartered
banks, trust companies, credit unions or treasury branches and, in that
regard:
i. open one or more bank accounts;
ii. designate signing officers for the signing of cheques, bills of exchange,
promissory notes or other evidence of indebtedness or orders for the payment
of money;
iii. appoint officers, agents and employees of the Society to perform
such duties as may be prescribed by the Executive Committee or these By-laws;
iv. institute and amend policies, procedures and standards of conduct
of the Society’s business and affairs;
v. establish committees, standing or otherwise, as the Executive Committee
deems necessary or desirable in order to carry on the business and affairs
of the Society and, for such purpose, the Executive Committee may delegate
any of its power to such committees provided that at least one member
of each such committee shall be an Officer of the Society;
vi. exercise any powers which, in the opinion of the Executive Committee,
pertain to or promote the carrying out of the objects of the Society.
c. The Society shall have the power and authority to establish by-laws,
rules and regulations to govern members.
d. The Executive Committee shall be responsible for developing, implementing
and re-evaluating the strategic plan of the Society and to formulate organizational
policies to foster growth and development in favor of the Society.
e. The Executive Committee shall be responsible for overseeing the operational
function of the Society, the establishment of principals of conduct for
members and shall interface with other organizations and general public
by means of Committees regarding issues central to the purpose of the
Society.
f. All existing and incoming Officers shall declare and provide written
conflict of interest information as outlined in the Alberta Society of
Orthodontists Conflict of Interest Statement.
4.3 Qualifications of Officers
Each Officer shall meet all of the following qualifications at all times
that he is an Officer:
a. a member in good standing;
b. shall not be an employee of the Society.
4.4 Election or Appointment of Officers
The terms and conditions governing the election or appointment of Officers
are as follows:
a. subject to Section 4.4(d) hereof, all Officers shall be elected by
the Members at an Annual General Meeting;
b. subject to Section 4.4(d) hereof, all Officers shall be elected from
the list of eligible persons presented at the Annual General Meeting by
the Nominating Committee or from the list of eligible persons duly nominated
from the floor at the Annual General Meeting or from any combination of
both such lists;
c. subject to Section 4.4(d) hereof, all Officers shall be elected by
secret ballot of the Members and the Officers elected to fill the vacant
positions shall be that number of the candidates who receive the highest
number of votes;
d. no Officers shall be entitled to remain as a Officers for more than
4 consecutive terms (disregarding any terms served prior to the enactment
of these By-laws);
e. any vacancy occurring in the Officers between Annual General Meetings
shall be promptly filled by persons appointed by the Majority of the Officers
provided that such newly appointed Officers shall hold office only for
the unexpired portion of the vacating Officer’s term.
4.5 Removal of Officers
The terms and conditions governing the removal of an Officer are as follows:
a. an Officer shall be deemed to have resigned immediately upon such
Officer ceasing to meet all of the qualifications set out in Section 6.3
hereof;
b. any Officer may be removed for any reason by a resolution passed by
a Majority of the Members in attendance at any Annual General Meeting;
c. if any Officer demonstrates a lack of interest in the Society by inactivity
or if any Officer is incompetent or unable to handle his elected or appointed
tasks or if any Officer conducts himself in an improper or unbecoming
manner which is likely to endanger the interest or reputation of the Society,
then such Officer may be removed from the Executive Committee by a resolution
passed by a majority of at least 2/3 of the Officer present at a meeting
of the Executive Committee duly held and constituted;
d. any Officer who is removed from the Executive Committee in accordance
with this Section 6.5 shall have the right to receive notice of and reasons
for such removal but such Officer shall have no right to appeal such removal.
4.6 Limitation of Liability
Every Officer in exercising his powers and discharging his duties shall
act honestly and in good faith with a view to the best interests of the
Society and exercise the care, diligence and skill that a reasonably prudent
person would exercise in comparable circumstances. No Officer shall be
liable for the acts, omissions or defaults of any other Officer, or for
any loss, damage or expense happening to the Society through the insufficiency
or deficiency of title to any property acquired for or on behalf of the
Society, or for the insufficiency or deficiency of any security in or
upon which any of the moneys of the Society shall be invested, or for
any loss or damage arising from the bankruptcy, insolvency or tortuous
or criminal acts of any person with whom any of the moneys, securities
or effects of the Society shall be deposited, or for any loss occasioned
by any error of judgment, or oversight on his part, or for any other loss,
damage or misfortune whatever which shall happen in the execution of the
duties of his office or in relation to it.
4.7 Indemnity
Subject to the Societies Act, the Society shall indemnify Officers or
former Officers, and their heirs and legal representative against all
costs, charges and expenses, including any amount paid to settle an action
or satisfy a judgment reasonably incurred by such Officers in respect
of any civil, criminal or administrative action or proceeding to which
he made a party by reason of being or having been an Officer if:
a. he acted honestly and in good faith with a view to the best interests
of the Society; and
b. in the case of a criminal or administrative action or proceeding that
is enforced by a monetary penalty, he had reasonable grounds for believing
that his conduct was lawful.
The Society shall also indemnify such persons in other circumstances
as the Societies Act permits or requires. Nothing in these By-laws shall
limit the right of any person entitled to indemnity to claim indemnity
apart from the provisions of these By-laws.
4.8 Roles and Responsibilities of Officers
4.8.1 Society President
It is the responsibility of the Society President to:
a. Preside at all meetings of the Society and the Executive Committee;
b. Call all meetings of the Executive Committee and special meetings of
the Society whenever deemed necessary;
c. Appoint Members and designate the Chairperson of all Committees except
when otherwise provided;
d. Be a member, ex-officio, of all Committees;
e. Be the signatory on all official documents or papers;
f. Serve as an official representative for the purpose of advancing the
objectives and policies of the Society;
g. Perform such tasks and duties pertaining to this office;
h. Serve in the best interests of the Society until a successor is elected
and installed;
i. Submit an annual verbal and written report to membership.
j. Serve as the official representative of The Alberta Society of Orthodontists
to the Alberta Society of Dental Specialists.
In the absence of the president, the Vice President shall perform the
President’s duties and responsibilities and, in the absence of both
the President and the Vice President, the Immediate Past President shall
perform the President’s duties and responsibilities.
4.8.2 Immediate Past-President
It is the responsibility of the Society Immediate Past President to:
a. Coordinate and implement timely transition of Executive Committee
members no later than two (2) months after the Annual General Meeting
of the Society;
b. Ensure the transition of updated and signed documentation to successor
Executive Committee members;
c. Work with the Society President and Secretary-Treasurer to secure
sponsorship and associated contributions for the Annual General Meeting
or any other regular meetings as required.
4.8.3 Vice President
It is the responsibility of the Society Vice President to:
a. Assist the President in the performance of their duties;
b. Preside at all meetings in the absence of the President;
c. Succeed to the office of President in the case of vacancy;
d. Be a member, ex-officio, on all Committees;
e. Under the direction of the President, shall have responsibility for
establishing the program for the Annual General Meeting;
f. Perform the duties and responsibilities of the President in the absence
of the President.
4.8.4 Secretary-Treasurer
It is the responsibility of the Society Secretary-Treasurer to:
a. Maintain records of all financial transactions carried out on behalf
of or for the Society and the Executive Committee;
b. Take charge of and conduct correspondence on behalf of the Society
and the Executive Committee and shall keep copies of all official correspondence;
c. Maintain a current list of membership of the Society, including contact
information;
d. Notify membership of upcoming events and meetings;
e. Notify Officers, members of Committees and others of their successful
or unsuccessful election;
f. Notify all successful and unsuccessful applications for membership;
g. Inform all members in writing at least sixty (60) days preceding expiration
of annual membership with notification of such expiration of membership;
h. Collect and deposit in an authorized account, all monies owing to
the Society;
i. Disburse all funds and provide detailed financial reporting of disbursements
to all members present at the Annual General Meeting;
j. Maintain an accurate account of monies received and expensed;
k. Submit to the Society an annual detailed written report of the financial
affairs of the Society audited in accordance to “ARTICLE 8–
Accounts” including the names and addresses of all members in arrears;
l. Establish, manage and report on Investment Accounts in the name of
the Society. The Investment Accounts shall be managed in accordance with
the “Policies and Guidelines for Investing” and appended to
this document as Exhibit A. The Investment Accounts shall be for the sole
purpose of disbursements relating to legal fees, bursaries, scholarships
and research funding as and when deemed necessary and at the discretion
of the Executive Committee.;
m. Establish, manage and report on a Management Account which shall be
established in the name of the Society. The Management Account shall be
used for the sole purpose of providing disbursements for venue reservation,
presenter reservation, provision of audiovisual equipment, printing, postage
and correspondence as they pertain to activities related to the Annual
General Meeting only;
n. Establish, manage and report on a Meeting Fund Account in the name
of the Society. The Meeting Fund Account shall be established as the central
repository for collection of dues and assessments and any other financial
disbursements owing to the Society with the primary purpose of providing
financial resources for the Investment and Management Accounts and which
shall allow these accounts to meet their respective purposes;
o. Perform such duties as they shall pertain to this office or that may
otherwise be required;
p. Promptly transfer to the successor, all funds, securities, correspondence
and property in possession, or of whatever nature, that belongs to the
Society;
q. Serve in this office until a successor is elected and installed.
4.9 Remuneration of Officers
No Officers shall be entitled to remuneration for services rendered to
the Society as such.
ARTICLE 5:
Committees
5.1 Classification
The Committees of the Society shall be identified as follows:
a. Executive Committee
b. Standing Committee
c. Canadian Association of Orthodontists Representative
d. Special / Ad Hoc Committees
Any other committee as may be established from time to time by the Executive
Committee.
Except as may otherwise be provided in this By-law or by the Executive
Committee, each committee shall consist of at least one Officer and shall
report to the Executive Committee.
5.2 Composition
5.2.1 The Executive Committee
The Executive Committee shall consist of four members, the President,
Immediate Past President (ex-officio), Vice-President and the Secretary-Treasurer.
Duties of the Executive Committee shall include:
a. The Executive Committee shall act for the Society in all matters between
meetings except in such cases as may, by motion or under the provision
of these By-laws, be considered only the Society as a whole in either
regular or special session;
b. Hold meetings at the call of the President;
c. Provide suitable place for the meetings of the Society;
d. Two members of the Executive Committee shall constitute a quorum.
5.2.2 The Standing Committees
The Standing Committees are established by the Society for the purpose
of performing duties of a continuing nature. The Chairperson is appointed
by the President or voted upon at the Annual General Meeting of the Society.
The Chairpersons of the Committees shall submit annual written reports
at the meetings of the Society.
The term of office of all Committee Chairpersons shall be two years (2)
unless otherwise determined by the Society.
The President shall be an ex-officio member of all Committees and shall
have the authority to appoint members to Committees.
The Standing Committees of the Society include:
a. Nominations Committee – immediate two past Presidents and current
past president of this Society
b. Public Relations Committee – This committee will be chaired
by the Vice President. The aim of the committee would be to forward the
roles and responsibilities of the Society to the general public;
c. Insurance Committee – An elected or nominated active member
of the Society
d. Orthodontic Auxiliaries Committee – A chairperson will be nominated
or elected on an annual basis, or as required by the Society, to liase
with the Alberta Dental Association and College and the Alberta Dental
Assistants Association.
e. Pacific Coast Society of Orthodontists (PCSO) and American Association
of Orthodontists (AAO) Representative - The Alberta Society of Orthodontists
is a component Society of the Pacific Coast Society of Orthodontists and
American Association of Orthodontists (AAO). The Society will provide
an ASO representative to the PCSO and AAO on an annual basis. The representative
may be appointed to the PCSO and ASO for a two year term with a limit
of two terms. The PCSO / AAO representative will attend each PCSO / AAO
Board of Directors meeting and will report back to the Society.
f. The Canadian Association of Orthodontists Representative - The Alberta
Society of Orthodontists is a component Society of the Canadian Association
of Orthodontists (CAO) and has signed a component Society agreement with
the CAO to formalize their component society status in the Association.
It shall be the responsibility of the Society to:
i. Provide one ASO representative to act as Director on the CAO Board
of Directors. A Director is to be appointed to the Board for a three-year
term with the option of a one-time renewal in accordance with CAO guidelines.
An alternative Director from the ASO membership or Executive Committee
may be appointed in the event that a Director cannot attend a specific
meeting;
ii. Ensure that Directors (or alternate Directors) attend each CAO Board
of Directors meeting and that the Directors report back to the Society;
iii. Provide a written report on current Society activities at each CAO
Board of Directors meeting;
iv. Provide representatives to the CAO Standing and Special Committees;
v. Actively support the organization and implementation of the annual
CAO Scientific Session when it occurs in their area.
5.2.3 Special / Ad Hoc Committees
The Special Committee is appointed by the President or Society for the
purpose of performing duties of a specific nature as defined by the Executive
and / or membership. The Chairperson is appointed by the President or
voted upon at the Annual General Meeting of the Society.
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ARTICLE 6: Accounts
6.1 Audit of Accounts
Auditors may be appointed at Annual General Meetings and their duties
shall be regulated pursuant to the provisions of the Societies Act, Revised
Statutes of Alberta 1980, Chapter S-18, as amended, and the Regulations
there under (the “Societies Acts”). The auditor shall be either
a qualified accountant, or two officers appointed for that purpose, or
such other person or persons as may be authorized in accordance with the
Societies Act.
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ARTICLE 7:
Records
7.1 Minutes, Books and Records
Custody of all minutes of proceedings of meetings of
the Society and of meetings of the Executive Committee and all other books
and records of the Society shall be with the Secretary-Treasurer of the
Society, or such other Officer or Officers as may be appointed by the
Executive Committee for that purpose.
The books and records of the Society may be inspected
by any member of the Society at the Annual General Meeting provided for
herein or at any time upon giving reasonable notice and arranging a time
satisfactory to the Officer or Officers having charge of same. Each member
of the Executive Committee shall at all times have access to such books
and records.
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ARTICLE 8: Seal
The Executive Committee may adopt a seal, which shall
be the common seal of the Society. The seal of the Society shall be under
the control of the Executive Committee which shall determine its use,
as may be required.
ARTICLE 9: Resignation
No resignation shall be considered by the Society until
written notice to that effect has been received by the Secretary-Treasurer
and accompanied by monies to meet all indebtedness owing to the Society.
ARTICLE 10:
Amendment
Amendments to these By-laws shall require a 3/4 affirmative
vote of all active members present at any meeting of the Society, provided
that the proposed amendment has been presented in writing to the Society
at a previous meeting and that a written copy of the proposed amendment
has been sent to every Active Member at least 21 days prior to the meeting
at which the amendment is to be considered.
ARTICLE 11:
Code of Ethics
Every member of this Society shall adhere to the Code
of Ethics of the Alberta Dental Association and College.
ARTICLE 12:
Borrowing Powers
12.1 Borrowing Powers
For the purpose of carrying out its objectives, the Society may borrow
or raise or secure the payment of money in such a manner as it sees fit,
but this power shall be exercised only under the authority of the Society,
by a 3/4 majority vote of all Active Members present at a regular meeting.
12.2 Signing Officers
Unless otherwise resolved by the Executive Committee
with respect to any specific document, all contracts, documents or other
instruments in writing (excluding cheques) requiring execution and delivery
by the Society shall be signed and delivered by any 2 Officers of the
Executive Committee of the Society and any Officer and all contracts,
documents or other instruments in writing so signed shall be binding upon
the Society without any further authorization or formality.
ARTICLE 13:
Amendments of By-Laws
13.1 Special Resolution
The By-laws shall not be rescinded, altered or amended except by a special
resolution of the Members as defined in Section 1(y) of the Societies
Act.
13.2 Registration of Amendments
Each rescission, alteration or amendment to these
By-laws shall be registered with the Registrar of Corporations (Alberta)
in accordance with the Societies Act.
ARTICLE 14:
Continuation of Organization
It is hereby confirmed that the Society incorporated
under the Societies Act is a continuation of an existing, unincorporated
organization known as “The Alberta Society of Orthodontists.”
EXHIBIT
A: Policies
and Guidelines for Investment Accounts
Policies and Guidelines for Investment Accounts
Investment Account:
This account will be established as an investment account that over the
course of time will earn interest and provide resources for extra-ordinary
expenses that may arise from time to time. Resources from this account
may be utilized to cover legal fees, extra-ordinary expenses incurred
for purposes of auditing, legal investigation, conflict resolution or
negotiations with allied governing bodies. Funds from the Investment account
should ultimately provide additional resources for management of the Society
and for furthering the purposes of the Society.
1. The Secretary – Treasurer and the Executive Committee shall have
access to this account and will manage and invest the monies of this account
in accordance with the rules of the Society and the wishes of the Membership
as recorded by 2/3rds majority.
2. Current status and financial report of the Investment account will
be reported at each annual general meeting by the Secretary – Treasurer
3. Investment Account will be established at a chartered bank, trust company,
credit union or treasury branch.
4. These monies will be invested in Bonds (Government of Canada, Government
of Alberta) or in interest bearing accounts only.
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