NOTE: At our January 27, 2011 Annual General Meeting, we will be voting on a By-Law amendment, which can be viewed here.
1. INTERPRETATION
In these bylaws and in all other Bylaws of the Association hereafter passed unless the context otherwise requires, words importing the singular number of the feminine gender will include the plural number or the masculine gender, as the case may be and vice versa and references to persons will include firms and corporations.
In these Bylaws, unless the context otherwise requires,
- "Association" means the Manitoba Dental Assistants Association
- "Directors" means the current representatives that form the Board of the Association
- "Officers" means the President, Past-President and President Elect
- "Board" means the Board of Directors of the Association
- "Quorum" means 2/3rds of the membership present
2. NAME
The name of the association is the Manitoba Dental Assistants Association. The Association may also be referred to by the acronym "MDAA".
3. HEAD OFFICE
The Head Office of the Association will be in the Province of Manitoba in a location to be determined by the Associations Board of Directors.
4. MEMBERSHIP
Any person who is a registered dental assistant, in good standing and who has paid annual dues.
4.1 Membership Admission
Membership in the Association will be limited to Registered Dental Assistant.
4.2 Membership Fees
Annual fees are due and payable to the Manitoba Dental Association (MDA) January 31st of each year.
4.3 Obligations of Membership
4.3.1 All members are obligated to inform the Association and the MDA of changes in name and contact information.
4.3.2 It is unethical for a member to do anything that could be reasonably regarded as disgraceful or dishonorable by the membership or professional colleagues. Membership implies acceptance of the Code of Ethics of the Association.
4.4 Rights and Privileges of Membership
4.4.2 All Members have the right to vote on all matters presented at a Special Meeting or the Annual General Meeting of the Association.
4.4.3 Members enjoy all privileges of membership in the Association including the right to hold elected office and/or serve as a member of any committee of the Association. Members have the right to vote for the Board of Directors of the Association. Members receive all publications of the Association and enjoy all other services and facilities of the Association as may be designated by the Board of Directors.
5. BOARD OF DIRECTORS
A Board of Directors, hereafter called the Board, shall manage the business and property of the Association.
The Board shall consist of a President, Past President, President Elect, and three elected members from the current membership.
5.1 Eligibility
Board members must be 18 years of age or older and membership must be in good standing.
5.2 Board Terms and Vacancies
5.2.1 The first day of the term of office for Directors will be one day after the date of the Annual General Meeting each year, at which time all new or returning Directors will assume the responsibilities of their positions for the new term.
5.2.2 Directors may serve no more than two consecutive one year terms unless they are elected to the office of President or President Elect, in which case they shall remain on the Board until the completion of their term in office.
5.2.3 A Director position shall be considered vacant when:
- The Director's name is removed from the membership register of the Association;
- The Director has resigned her office by delivering a letter of resignation to the Head Office;
- The Director is found in court to be of unsound mind;
- The Director is convicted of a criminal offence;
- The Director is found to have a contrary object to the well being of the Association;
- A resolution for removal of a Director is passed at a Board meeting by two-thirds majority vote;
- On death.
5.2.4 Vacancies that occur for any reason contained within 5.2.3 will be filled at the next Annual General Meeting or by Special Meeting
5.2.5 Directors who resign from their positions shall remain in office until adjournment of the meeting at which their resignation is accepted.
6. QUORUM
A quorum is two thirds (2/3rds) of the membership present at a meeting
7. MEETINGS OF THE BOARD
7.1 Meetings of the Board may be convened at any time and place by order of the President
7.1.2 The Association shall hold at least two meeting of the Board and as many additional meeting in each fiscal year as are deemed necessary for the purpose of transacting the business of the Association.
7.2 Voting
Each Director, including the President, President Elect, and Past President, will have one vote. The votes of all the Directors shall always be of equal weight.
7.2.1 All motions shall be decided by a majority vote, unless otherwise provided for in these Bylaws.
7.2.2 In the case of a tie vote the motion shall be defeated.
7.3 Powers of the Board
The Board manages and administers the affairs of the Association in all things and makes or causes to be made any kind of contract that the Association may lawfully enter into. The Board may exercise all the rights, powers, authorities and privileges of the Association.
7.3.1 The Board shall take such steps as they may deem requisite to enable the Association to acquire, accept, solicit or receive legacies, gifts, grants, settlements, bequests, endowments and donations of any kind whatsoever for the purposes of furthering the objects of the Association.
7.3.2 The Board may employ for and on behalf of the Association any agents or employees deemed necessary to control, manage and administer the Association and may authorize those persons to exercise the powers of and carry out the duties of the Association.
7.3.3 The Board shall appoint an Office Coordinator to supervise, manage and carry out any and all of the duties of the Association as the Board may determine from time to time. The Office Coordinator shall receive remuneration as determined by the Board.
7.4 Duties and Responsibilities
7.4.1 The Board is responsible for long-range planning and making policy decisions that reflect the best interest
of the Association.
7.4.2 The Board maintains governance policies for the Association. Policies will be adopted by a quorum vote of the Board.
7.4.3 The Board ensures that all necessary books and records of the Association required by the bylaws or by any applicable statute or laws are regularly and properly kept.
7.4.4 The Board has custody of the funds and securities of the Association, keeps full and accurate accounts of all assets, liabilities, receipts and disbursements. The Board may delegate some of these responsibilities to paid staff.
7.4.5 Minutes of the Board, with the exception of "in-camera" sessions, will be issued to Directors.
8. OFFICERS
The officers of the Association will be the President, Past President and President Elect. Officers must be members in good standing of the Association.
8.1 Duties and Responsibilities
8.1.1 The duties of the President and the President Elect are such as their titles by general usage indicate or as may be required by law or as specified or assigned to them from time to time by the Board.
8.1.2 The President will chair all meetings of the Board and is an ex-officio member of all board committees. If the President is absent, unable or unwilling to act, the President Elect assumes the duties of the President.
8.1.3 The President Elect assists the President in all respects, reviews the Bylaws and Information and Policy manuals yearly and recommends revisions.
8.1.4 The Past President acts as a resource to the Board and assumes responsibilities assigned from time to time by the Board.
8.2 Election of Officers
8.2.1 The Board of Directors will select, in a method of their choosing, a President and President Elect from the sitting directors of the Board or from the general membership.
8.2.2 The President, President Elect and Past President serve a one year term, beginning one day after the Annual General Meeting.
8.2.3 The President automatically succeeds to the position of Past President at the end of the one year term. Nothing within these Bylaws prevents a President from remaining in her position for one additional one year term with her written agreement and a three-quarters majority vote of the Board.
8.2.4 Should the office of the President become vacant it shall be filled by the President Elect. In the event office of the President Elect is also vacant the Board shall appoint an interim President from amongst the Directors until the Annual General Meeting.
8.2.5 Should the office of the President Elect become vacant it shall remain vacant until the next meeting of the Board.
9. MEETING
9.1 The Annual or any other General Meeting of the Members will be held at any place in Manitoba as the Board may determine.
9.2 The Board may consider and transact any business either special or general at any meeting of the Board. Minutes will be taken during all meetings.
9.3 Annual General Meeting
9.3.1 The Annual General Meeting must be held each year at a date, time and place set by the Board.
9.3.2 In addition to any other business that may be transacted, the reports of officers, the audited financial statements and the report of the financial auditors will be presented and the auditors appointed for the ensuing year.
9.3.3 A quorum for the Annual or Special Meeting of the Association will be 2/3rds of the membership present at the meeting.
9.3.4 Proxy voting is not permitted.
9.3.5 The President or Past President must preside over the Annual General Meeting.
9.4 Special Meetings
Special Meetings of the Association may be convened at any time and a place by order of the President or by written petition of a quorum of the membership.
9.5 Notice of Meetings
9.5.1 Notice of the Annual General or Special Meeting will be distributed directly to all Association Members.
9.5.2 Sixty days written notice of Annual General or Special meetings of the Association will be give to each Member. Notice sent by mail will be sent at least forty-five days prior to the Annual General Meeting. Notice of any meeting where special business will be transacted will contain sufficient information to permit the Members to form a reasoned judgment on the decision to be taken.
9.5.3 For all questions regarding, dealing or concerning the Bylaws notice shall be sent not less than sixty calendar days prior to the date of the Annual Meeting.
9.5.4 The Agenda for the Annual or Special Meetings of the Association shall be sent to each Member at least thirty days prior to the date fixed for such meeting.
9.6 Voting
Subject to the Bylaws, all questions at meeting of the Members shall be decided by resolutions as follows:
9.6.1 Each member will have one vote. The votes of all Members will always be of equal weight.
9.6.2 Unless otherwise specified by the Bylaws, a motion shall be deemed to have been passed based on affirmative votes by the Members.
10. AMENDMENTS OF BYLAWS
Amendment of any Bylaws of the Association will require the approval of a quorum of the members at a Special or Annual General Meeting.
11. FINANCIAL
11.1 The Board will manage the financial affairs in a prudent manner consistent with carrying out the goals and objectives of the Association.
11.2 Fiscal Year
Unless otherwise ordered by the Board, the beginning of the fiscal year of the Association will be January 1st of each year.
11.3 Auditors
11.3.1 The Board will appoint a licensed auditor to audit the accounts of the Association and prepare a report for presentation to the members at the next Annual Meeting.
11.3.1 A summary of the auditor's report will be published in the Association newsletter.
11.4 Signing Authority
All cheques, drafts, orders of payment of money, notes, acceptances and bills of exchange issued or endorsed on behalf of the Board will be signed by two officers.
12. COMMITTEES
12.1 The Board will establish Committees to conduct such business and perform such duties as may from time to time be determined and will report to the members at least annually. The Board will appoint the chairperson and members of each committee annually. The Board will provide specific terms of reference for the committees including budgeting requirements, reporting procedures, scope of work to be accomplished and deadlines.
12.2 The Board may remove a committee chairperson or committee member by a two thirds majority vote of the Board.
12.3 Vacancies occurring in committees may be filled at the discretion of the board.
12.4 Standing Committees
The Standing Committees of the Board will include but not be limited to the following:
- CDAA Representative
- Oral Health Team
- MDAA Convention
- Continuing Education planning
12.5 Ad Hoc Committees
The Board may establish such Ad Hoc committees as are required from time to time to carry out the affairs of the Association. Ad Hoc committees will be established for a specific function and time period.
13. REMUNERATION
13.1 The Directors will serve as such without remuneration and no Director will directly or indirectly receive any profits from his or her position. Nothing herein contained will be construed to preclude a Director from serving the Association as an Officer or in another capacity and receiving compensations. Reasonable remunerator for Officer and any other positions the Board may deem eligible for remuneration will be determined from time to time by resolution of the Board.
13.2 Directors, Officers and Committee Members may upon request, receive reimbursement for reasonable expenses in an amount that will be determined by resolution of the Board.
14. INDEMNIFICATIONS
14.1 Every Director, Officer or other person of the Association who has undertaken or is about to undertake any liability on behalf of the Association and their heirs, executors, administrators, estate and effects, respectively and at all times, be indemnified and saved harmless out of the funds of the Association, from and against:
14.1.1 All costs, charges and expenses which such Director, Officer or other person sustains or incurs in or about any action, suit or proceedings which is brought, commenced or prosecuted against them or in respect of any act, deed, a matter of thing whatsoever, made, done or permitted by them, in or about the execution of the duties of the office or in respect of any such liability.
14.1.2 All other costs, charges and expenses which they sustain or incur in or about or in relation to the affairs thereof except such costs, charges or expenses as are occasioned by their own willful neglect
updated March 2010
