RULE PROCEDURE AT MEETINGS

Transcription

1 RULE PROCEDURE AT MEETINGS All references are in italics and blue font; references from the Act are bolded. Interpretation For the purposes of the Rule Procedure at Meetings, except as otherwise stated: Act; 2(a) administrative bylaw means a bylaw made for a purpose set out in subsection 15(1); Admin. Bylaw; 102.1(a) Act" means The Accounting Profession Act, 2014 (Saskatchewan) as amended from time to time. Act; 2(b) board means the board of the institute; Admin. Bylaw; 102.1(b) Board rule means a rule approved by the Board consistent with and permitted under specific provisions in the Act or Bylaws. Admin. Bylaw; 102.1(c) Bylaws mean these Bylaws and any other Bylaws of the Institute that may be in force from time to time. Admin. Bylaw; 102.1(f) Discipline Committee rule means a rule approved by the Discipline Committee and consistent with specific provisions in the Act or Bylaws and permitted under subsection 30(3) of the Act. Admin. Bylaw; 102.1(g) electronic ballot or proxy means a ballot or proxy that may be transmitted through the use of the internet or other electronic service. Act; 2(i) institute means the institute established pursuant to section 3; Act; 2(k) member means an individual whose registration is in good standing; Act; 2(o) registrant means a person that holds a valid registration and includes a member, firm and candidate; Act; 2(p) registrar means the registrar appointed pursuant to section 12; Admin. Bylaw; 102.1(o) Rule means and includes any right, requirement or obligation of a registrant, or duty or power of the Institute, that is set out in the Act, a Bylaw, a Board rule, a Discipline Committee rule or the Uniform Rules of Professional Conduct, as amended from time to time. Page 1 of 5

2 Admin. Bylaw; 102.1(p) Uniform Rules of Professional Conduct means the obligations and requirements for professional conduct and professional competence of registrants established by CPA Canada. Admin. Bylaw; Bylaws and Board rules pertaining to members or firms providing services as a professional accountant through or in the name of a professional corporation shall apply to the professional corporation. Admin. Bylaw; Singular includes plural, and vice versa. Admin. Bylaw; Masculine includes feminine, and vice versa. Admin. Bylaw; In writing applies to both paper and electronic form. Admin. Bylaw; Headings are for convenience and reference only. Admin. Bylaw; Terms defined in the Act have the same meaning in these Bylaws. General Provisions Act; 7 (1) An annual meeting of the institute is to be held at the time and place that is determined by the board in accordance with the bylaws. (2) A special meeting of the institute for the transaction of the business that is specified in the resolution or demand is to be held: (a) on resolution of the board; or (b) on the demand, in writing, of the number of members specified in the bylaws. (3) The procedure at an annual or special meeting is to be determined by bylaw. (4) The registrar shall send a notice of an annual meeting or special meeting to each member in the manner prescribed in the bylaws. (5) The registrar shall give notice of a special meeting within 60 days after a resolution or demand for a special meeting. Admin. Bylaw; The order of procedure at the annual meeting shall be as follows: (a) reading, correcting and adopting minutes; (b) considering deferred business and business arising out of the minutes; (c) reading and considering correspondence; (d) reading and considering reports of the Board and committees; (e) reading, considering and accepting the annual audited financial statements; (f) reviewing amendments or additions to Bylaws; (g) accepting the declaration of elected Board members; (h) appointing auditors; and (i) considering general business. Page 2 of 5

3 Admin. Bylaw; Notice of the time and place of holding the annual or special meeting of the members of the Institute shall be provided in writing by the CEO not less than twenty-one (21) days before the date of such meeting. Admin. Bylaw; Failure to receive such notice shall not invalidate the notice and it shall not be necessary to give public notice or advertisement of the meeting. Admin. Bylaw; Where the meeting is a special meeting, the notice shall contain the business to be transacted and no other business shall be transacted at the meeting. Admin. Bylaw; Certification by the CEO of the delivery of any meeting notice shall be conclusive evidence of that delivery. Admin. Bylaw; The annual meeting of the Institute shall be held at such place and time in Saskatchewan as the Board may determine. Admin. Bylaw; Where a member proposes business to be considered at an annual meeting, the member shall state the nature of the business that is proposed in writing to the CEO or the chair of the meeting not less than thirty (30) days prior to the meeting. The business may be added to the general business in Bylaw 120.1(i). Admin. Bylaw; Fifty (50) members personally present or represented by proxy in writing shall constitute a quorum at an annual or special meeting of the Institute. Admin. Bylaw; If a quorum is not present or disappears within the first hour following the time for the commencement stated in the meeting notice prepared and distributed pursuant to Bylaw 121.1, then the meeting shall terminate and a new meeting of the members of the Institute shall be called within sixty (60) days. Admin. Bylaw; Unless otherwise required by the provisions of the Act, The Business Corporations Act, 1978 (Saskatchewan) or the Bylaws, questions proposed for consideration at the annual meeting shall be decided by a majority of the members present, either in person or by proxy. Such vote will exclude the Chair who will vote only in the case of a tie. Admin. Bylaw; At any meeting of the members of the Institute, five (5) members may require that the voting on any question before the meeting shall be by secret ballot, and the Chair shall thereupon appoint two scrutineers from among the members present for the purpose of conducting the vote. Admin. Bylaw; Each of the scrutineers shall mark his ballot before any of the other members present cast a vote. Page 3 of 5

4 Admin. Bylaw; Except as otherwise provided by the Rules, every member of the Institute shall be entitled to attend all annual and special meetings of the Institute and to cast a vote upon all questions brought before the meeting. Admin. Bylaw; Any member of the Institute may be represented at annual and special meetings of the members of the Institute by another member acting as the member s proxy, provided that such proxy is in writing and further: (a) that no person except the Chair, the CEO or his designate shall act as proxy for more than five (5) members; and (b) that no proxy given shall confer power of substitution and that all proxies shall be valid only for the meeting for which specifically given. Admin. Bylaw; Proxies in writing shall be filed with the CEO at least twelve (12) hours before the meeting takes place. Admin. Bylaw; Any business of the Institute which requires approval by the members may be voted on through a paper or electronic voting process. Rules for the voting process including the method upon which the electronic ballot is to be identified and counted, shall be approved by the Board. Admin. Bylaw; At the annual meeting of the Institute, a licensed firm engaged in the practice of professional accounting shall be appointed auditor and shall hold the office until the close of the next annual meeting at a remuneration to be fixed by the Board. Admin. Bylaw; In the event of the resignation or death of the auditor appointed pursuant to Bylaw 120.1(h), or of the auditor becoming disqualified, or in the opinion of the Board becoming incapable of performing the duties of auditor, the Board may appoint a licensed firm to fill the vacancy subject to ratification by the members at the next annual meeting. Admin. Board rule; A motion shall be deemed to be approved with two-thirds (2/3) majority vote of members of the Board at a Board meeting, or of the members in attendance at all other meetings. Admin. Board rule; A motion shall be moved, seconded, and stated by the Chair before it can be discussed. Admin. Board rule; A motion may be amended at any time before the vote, provided the mover and seconder agree. If the mover and seconder do not agree to the amendment, only the original motion shall be voted upon. Admin. Board rule; A motion may be tabled at any time before the vote. A tabled motion shall be added to the agenda for the next meeting. Page 4 of 5

5 Admin. Board rule; A motion may be indefinitely postponed with two-thirds majority vote of members of the Board or the members attending a meeting or special meeting. Admin. Board rule; A motion consisting of several parts may have a vote on each part or on the whole, at the discretion of the Chair. Admin. Board rule; A secret ballot may be used to vote on a motion. Admin. Board rule; The Chair shall not move, second, or state a motion to adjourn and reconvene the meeting. Admin. Board rule; A declaration by the Chair ends the meeting. Admin. Board rule; For all situations at meetings not addressed by Board rules to 460.9, the Chair at the Board meeting, meeting, or special meeting, as the case may be, has authority to determine the process or rule of order to use in that situation, and the decision of the Chair shall not be subject to review. Page 5 of 5