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A by-law relating generally to the conduct of the affairs of

The Society of Saskatchewan Dental Assistants

(the “Corporation”)

BE IT ENACTED as a by-law of the Corporation as follows:

Definitions
In this by-law and all other by-laws of the Corporation, unless
the context otherwise requires:
“Act” means the Canada Not-For-Profit Corporations Act S.C.
2009, c. 23 including the Regulations made pursuant to the
Act, and any statute or regulations that may be substituted, as
amended from time to time;
“articles” means the original or restated articles of
incorporation or articles of amendment, amalgamation,
continuance, reorganization, arrangement or revival of the
Corporation;
“board” means the board of directors of the Corporation and
“director” means a member of the board;
“by-law” means this by-law and any other by-law of the
Corporation as amended and which are, from time to time, in
force and effect;
“members’ meeting” includes an annual members’ meeting
or a special members’ meeting; “special members’ meeting”
includes a meeting of any class or classes of members and a
special meeting of all members entitled to vote at an annual
members’ meeting;
“ordinary resolution” means a resolution passed by a
majority of not less than 50% plus 1 of the votes cast on that
resolution;
“proposal” means a proposal submitted by a member of the
Corporation that meets the requirements of section 163
(Member Proposals) of the Act;
“Regulations” means the regulations made under the Act, as
amended, restated or in effect from time to time; and
“special resolution” means a resolution passed by a majority
of not less than two-thirds (2/3) of the votes cast on that
resolution.
“Name” The Society of Saskatchewan Dental Assistants
(Acronym “SSKDA”)

“Membership” means any person who is a registered dental
assistant in good standing who has paid annual fees with the
“SDAA” and has paid for membership with The Society of
Saskatchewan Dental Assistants as well as “PLI”
“Association” Refers to the separate entity of which is the
regulatory body of Saskatchewan dental assistants must
register known as the Saskatchewan Dental Assistants
Association (Acronym “SDAA”)

“Directors” Current representatives that form the board of the
membership society

“Officers” President, Vice President, Treasurer and Secretary
“Board” Board of Directors of the membership society
“Quorum” In relation to a meeting of the board of the
membership society

“Good Standing” Having paid all the current dues and all
other obligations to the “SDAA” and not being suspended by
the “SDAA” or membership society

“Personal Liability Insurance” means the protection from
financial responsibility from damages or injuries to others
(acronym “PLI”)
“License” a permit to perform dental assisting duties legally in
their scope of practice

Interpretation
In the interpretation of this by-law, words in the singular
include the plural and vice-versa, words in one gender include
all genders, and “person” includes an individual, body
corporate, partnership, trust and unincorporated organisation.
Other than as specified above, words and expressions defined
in the Act have the same meanings when used in these
by-laws.

Execution of documents
Deeds, transfers, assignments, contracts, obligations and
other instruments in writing requiring execution by the
corporation may be signed by any two (2) of its officers or
directors. In addition, the board may from time to time direct
the manner in which and the person or persons by whom a
particular document or type of document shall be executed.
Any person authorised to sign any document may affix the
corporate seal (if any) to the document. Any signing officer
may certify a copy of any instrument, resolution, by-law or
other document of the corporation to be a true copy thereof.

Financial year end
The financial year end of the corporation shall be determined
by the board of directors.

Banking arrangements
The banking business of the corporation shall be transacted at
a bank, trust company or other firm or corporation carrying on
a banking business in Canada or elsewhere as the council
may designate, appoint or authorize from time to time by
resolution. The banking business or any part of it shall be
transacted by an officer or officers of the corporation and/or
other persons as the council may by resolution from time to
time designate, direct or authorise.

Borrowing powers
The directors of the Corporation may, without authorization of
the members,

a. borrow money on the credit of the corporation;
b. issue, reissue, sell, pledge or hypothecate debt
obligations of the corporation;
c. give a guarantee on behalf and
d. mortgage, hypothecate, pledge or otherwise create a
security interest in all or any property of the corporation,
owned or subsequently acquired, to secure any debt
obligation of the corporation.

Annual financial statements
The Corporation may, instead of sending copies of the annual
financial statements and other documents referred to in
subsection 172(1) (Annual Financial Statements) of the Act to
the members, publish a notice to its members stating that the
annual financial statements and documents provided in
subsection 172(1) are available at the registered office of the
Corporation and any member may, on request, obtain a copy
free of charge at the registered office or by prepaid mail.

Membership conditions
Subject to the articles, there shall be one class of members in
the Corporation. Membership in the Corporation shall be
available only to individuals interested in furthering the
Corporation’s purposes and who have applied for and been
accepted into membership in the Corporation by resolution of
the board or in such other manner as may be determined by
the board. Each member shall be entitled to receive notice of,
attend and vote at all meetings of the members of the
Corporation.
Pursuant to subsection 197(1) (Fundamental Change) of the
Act, a special resolution of the members is required to make
any amendments to this section of the by-laws if those
amendments affect membership rights and/or conditions
described in paragraphs 197(1)(e), (h), (l) or (m).

Transferring membership
A membership may only be transferred to the Corporation.
Pursuant to Section 197(1) (Fundamental Change) of the Act,
a special resolution of the members is required to make any
amendment to add, change or delete this section of the
by-laws.

Notice of members meeting
Notice of time and place of meeting, whether by in-person or
virtual means, will be given to members between 21 to 60
days in advance. The notice will be both posted affixed on the
“SSKDA” website and members will be notified by electronic
mail.

Notice of the time and place of a meeting of members shall be
given to each member entitled to vote at the meeting by
affixing the notice, no later than 30 days before the day on
which the meeting is to be held, to a notice board on which
information respecting the corporation’s activities is regularly
posted and that is located in the main facilities or club house
of the corporation.
Pursuant to subsection 197(1) (Fundamental Change) of the
Act, a special resolution of the members is required to make
any amendment to the by-laws of the Corporation to change
the manner of giving notice to members entitled to vote at a
meeting of members.

Members calling a members’ meeting
The board of directors shall call a special meeting of members
in accordance with Section 167 of the Act, on written
requisition of members carrying not less than 5% of the voting
rights. If the directors do not call a meeting within twenty-one
(21) days of receiving the requisition, any member who signed
the requisition may call the meeting.

Absentee voting at members’ meetings
Pursuant to Section 171(1) of the Act, a member entitled to
vote at a meeting of members may vote by proxy by
appointing in writing a proxyholder, and one or more alternate
proxyholders, who are not required to be members, to attend
and act at the meeting in the manner and to the extent
authorized by the proxy and with the authority conferred by it
subject to the following requirements:

e. a proxy is valid only at the meeting in respect of
which it is given or at a continuation of that meeting
after an adjournment;
f. a member may revoke a proxy by depositing an
instrument or act in writing executed or, in Quebec,
signed by the member or by their agent or mandatary

i. at the registered office of the corporation no
later than the last business day preceding the
day of the meeting, or the day of the
continuation of that meeting after an
adjournment of that meeting, at which the proxy
is to be used, or
ii. with the chairperson of the meeting on the day
of the meeting or the day of the continuation of
that meeting after an adjournment of that
meeting;

g. a proxyholder or an alternate proxyholder has the
same rights as the member by whom they were
appointed, including the right to speak at a meeting
of members in respect of any matter, to vote by way
of ballot at the meeting, to demand a ballot at the
meeting and, except where a proxyholder or an
alternate proxyholder has conflicting instructions from
more than one member, to vote at the meeting by
way of a show of hands;
h. if a form of proxy is created by a person other than
the member, the form of proxy shall

i. indicate, in bold-face type,

A. the meeting at which it is to be used,
B. that the member may appoint a
proxyholder, other than a person
designated in the form of proxy, to attend
and act on their behalf at the meeting, and
C. instructions on the manner in which the
member may appoint the proxyholder,

ii. contain a designated blank space for the date of
the signature,
iii. provide a means for the member to designate
some other person as proxyholder, if the form of
proxy designates a person as proxyholder,
iv. provide a means for the member to specify that
the membership registered in their name is to
be voted for or against each matter, or group of
related matters, identified in the notice of
meeting, other than the appointment of a public
accountant and the election of directors,
v. provide a means for the member to specify that
the membership registered in their name is to
be voted or withheld from voting in respect of
the appointment of a public accountant or the
election of directors, and
vi. state that the membership represented by the
proxy is to be voted or withheld from voting, in
accordance with the instructions of the member,
on any ballot that may be called for and that, if
the member specifies a choice under
subparagraph (iv) or (v) with respect to any
matter to be acted on, the membership is to be
voted accordingly;

i. a form of proxy may include a statement that, when
the proxy is signed, the member confers authority
with respect to matters for which a choice is not
provided in accordance with subparagraph (d)(iv)
only if the form of proxy states, in bold-face type, how
the proxyholder is to vote the membership in respect
of each matter or group of related matters;
j. if a form of proxy is sent in electronic form, the
requirements that certain information be set out in
bold-face type are satisfied if the information in
question is set out in some other manner so as to
draw the addressee’s attention to the information;
and
k. a form of proxy that, if signed, has the effect of
conferring a discretionary authority in respect of
amendments to matters identified in the notice of
meeting or other matters that may properly come
before the meeting must contain a specific statement
to that effect.

Pursuant to Section 197(1) of the Act, a special resolution of
the members (and if Section 199 applies, a special resolution
of each class of members) is required to make any
amendment to the articles or by-laws of the Corporation to
change this method of voting by members not in attendance at
a meeting of members.

Membership dues
Yearly Membership dues are payable by January 31st. New
members are able to join at any point during the year.
Membership options include, SSKDA only; or SSKDA with
CDAA and “PLI”; or Student membership at a reduced cost.
Payment of membership fees with “PLI” included in the
purchase must coincide with the requested dues and
requirements of the “SDAA”. The purchase of “PLI” with or
without membership is due at the requested date of the
“SDAA”, January 31 of each calendar year. Without the
purchase of “PLI”, a members license will lapse and they will
not be legally allowed to practice.

Termination of membership
A membership in the Corporation is terminated when:

l. the Member dies, or, in the case of a Member that is an
organization or a corporation, the organization is
disbanded or the corporation is dissolved;
m.a Member fails to maintain any qualifications for
membership described in the section on membership
conditions of this By-law;
n. the Member retires or resigns by providing ten (10) days
written notice of such resignation to the Secretary of the
Corporation and satisfying any lawful liability outstanding
against such Member on the books of the Corporation at
the time of such written notice; and
o. the Member is expelled in accordance with any section
on discipline of Members of this By-law or is otherwise
terminated in accordance with the Act or By-laws.

Effect of termination of membership
Subject to the articles, upon any termination of membership,
the rights of the member, including any rights in the property of
the Corporation, automatically cease to exist.

Discipline of members
The board shall have authority to suspend or expel any
member from the Corporation for any one or more of the
following grounds:

p. violating any provision of the articles, by-laws, or written
policies of the Corporation;
q. carrying out any conduct which may be detrimental to
the Corporation as determined by the board in its sole
discretion;
r. for any other reason that the board in its sole and
absolute discretion considers to be reasonable, having
regard to the purpose of the Corporation.

In the event that the board determines that a member should
be expelled or suspended from membership in the
Corporation, the president, or such other officer as may be
designated by the board, shall provide twenty (20) days notice
of suspension or expulsion to the member and shall provide
reasons for the proposed suspension or expulsion. The
member may make written submissions to the president, or
such other officer as may be designated by the board, in
response to the notice received within such twenty (20) day
period. In the event that no written submissions are received
by the president, the president, or such other officer as may
be designated by the board, may proceed to notify the
member that the member is suspended or expelled from
membership in the Corporation. If written submissions are
received in accordance with this section, the board will
consider such submissions in arriving at a final decision and
shall notify the member concerning such final decision within a
further twenty (20) days from the date of receipt of the
submissions. The board’s decision shall be final and binding
on the member, without any further right of appeal.

Proposals Nominating Directors at Annual Members’
Meetings
Subject to the Regulations under the Act, any proposal may
include nominations for the election of directors if the proposal
is signed by not less than 5% of members entitled to vote at
the meeting at which the proposal is to be presented.

Cost of publishing proposals for annual members’
meetings
The member who submitted the proposal shall pay the cost of
including the proposal and any statement in the notice of
meeting at which the proposal is to be presented unless
otherwise provided by ordinary resolution of the members
present at the meeting.

Place of members’ meetings
Subject to compliance with section 159 (Place of members’
meetings) of the Act, meetings of the members may be held at
any place within Canada determined by the board or, if all of
the members entitled to vote at such meeting so agree,
outside Canada.

Persons entitled to be present at members’ meetings
Members, non-members, directors and the public accountant
of the Corporation are entitled to be present at a meeting of
members. However, only those members entitled to vote at
the members’ meeting according to the provisions of the Act,
articles and by-laws are entitled to cast a vote at the meeting.

Quorum at members’ meetings
A quorum at any meeting of the members (unless a greater
number of members are required to be present by the Act)
shall be a majority of the members entitled to vote at the
meeting. If a quorum is present at the opening of a meeting of
members, the members present may proceed with the
business of the meeting even if a quorum is not present
throughout the meeting.

Voting at members’ meeting
At any meeting of members every question shall, unless
otherwise provided by the articles or by-laws or by the Act, be
determined by a majority of the votes cast on the questions. In
case of an equality of votes either on a show of hands or on a
ballot or on the results of electronic voting, the chair of the
meeting in addition to an original vote shall have a second or
casting vote.

Participation by electronic means at members’ meeting
If the Corporation chooses to make available a telephonic,
electronic or other communication facility that permits all
participants to communicate adequately with each other
during a meeting of members, any person entitled to attend
such meeting may participate in the meeting by means of such
telephonic, electronic or other communication facility in the
manner provided by the Act. A person participating in a
meeting by such means is deemed to be present at the
meeting. Notwithstanding any other provision of this by-law,
any person participating in a meeting of members pursuant to
this section who is entitled to vote at that meeting may vote, in
accordance with the Act, by means of any telephonic,
electronic or other communication facility that the Corporation
has made available for that purpose.

Members’ meeting held entirely by electronic means
If the directors or members of the Corporation call a meeting
of members pursuant to the Act, those directors or members,
as the case may be, may determine that the meeting shall be
held, in accordance with the Act and the Regulations, entirely
by means of a telephonic, electronic or other communication
facility that permits all participants to communicate adequately
with each other during the meeting.

Number of directors
The board shall consist of the number of directors specified in
the articles. If the articles provide for a minimum and
maximum number of directors, the board shall be comprised
of the fixed number of directors as determined from time to
time by the members by ordinary resolution or, if the ordinary
resolution empowers the directors to determine the number,
by resolution of the board. In the case of a soliciting
corporation the minimum number of directors may not be
fewer than three (3), at least two of whom are not officers or
employees of the Corporation or its affiliates.

Term of office of directors
The directors shall be elected to hold office for a term expiring
not later than the close of the next annual meeting of
members following the election.

Calling of meetings of board of directors
Meetings of the board may be called by the chair of the board,
the vice-chair of the board or any two (2) directors at any time;
provided that for the first organization meeting following
incorporation, such meeting may be called by any director or
incorporator. If the Corporation has only one director, that
director may call and constitute a meeting.

Notice of meeting of board of directors
Notice of the time and place for the holding of a meeting of the
board shall be given to every director of the Corporation not
less than 7 days before the time when the meeting is to be
held by one of the following methods:

s. delivered personally to the latest address as shown in
the last notice that was sent by the Corporation in
accordance with section 128 (Notice of directors) or 134
(Notice of change of directors);
t. mailed by prepaid ordinary mail to the director’s address
as set out in (a);
u. by telephonic, electronic or other communication facility
at the director’s recorded address for that purpose; or
v. by an electronic document in accordance with Part 17 of
the Act.

Notice of a meeting shall not be necessary if all of the
directors are present, and none objects to the holding of the
meeting, or if those absent have waived notice of or have
otherwise signified their consent to the holding of such
meeting. Notice of an adjourned meeting is not required if the
time and place of the adjourned meeting is announced at the
original meeting. Unless the by-law otherwise provides, no
notice of meeting need specify the purpose or the business to
be transacted at the meeting except that a notice of meeting of
directors shall specify any matter referred to in subsection
138(2) (Limits on Authority) of the Act that is to be dealt with at
the meeting.

Regular meetings of the board of directors
The board may appoint a day or days in any month or months
for regular meetings of the board at a place and hour to be
named. A copy of any resolution of the board fixing the place
and time of such regular meetings of the board shall be sent to
each director forthwith after being passed, but no other notice
shall be required for any such regular meeting except if
subsection 136(3) (Notice of Meeting) of the Act requires the
purpose thereof or the business to be transacted to be
specified in the notice.

Voting at meetings of the board of directors
At all meetings of the board, every question shall be decided
by a majority of the votes cast on the question. In case of an
equality of votes, the chair of the meeting in addition to an
original vote shall have a second or casting vote.

Committees of the board of directors
The board may from time to time appoint any committee or
other advisory body, as it deems necessary or appropriate for
such purposes and, subject to the Act, with such powers as
the board shall see fit. Any such committee may formulate its
own rules of procedure, subject to such regulations or
directions as the board may from time to time make. Any
committee member may be removed by resolution of the
board of directors.

Appointment of Officers
The board may designate the offices of the Corporation,
appoint officers on an annual or more frequent basis, specify
their duties and, subject to the Act, delegate to such officers
the power to manage the affairs of the Corporation. A director
may be appointed to any office of the Corporation. An officer
may, but need not be, a director unless these by-laws
otherwise provide. Two or more offices may be held by the
same person.

Officers of the corporation
Unless otherwise specified by the board (which may, subject
to the Act modify, restrict or supplement such duties and
powers), the offices of the Corporation, if designated and if
officers are appointed, shall have the following duties and
powers associated with their positions. Board members must
be (18) years of age or older and must be members in good
standing:

w. Chair of the Board – The chair of the board, if one is to
be appointed, shall be a director. The chair of the board,
if any, shall, when present, preside at all meetings of the
board of directors and of the members. The chair shall
have such other duties and powers as the board may
specify.
x. Vice-Chair of the Board – The vice-chair of the board, if
one is to be appointed, shall be a director. If the chair of
the board is absent or is unable or refuses to act, the
vice-chair of the board, if any, shall, when present,
preside at all meetings of the board of directors and of
the members. The vice-chair shall have such other
duties and powers as the board may specify.
y. President – If appointed, the president shall be the chief
executive officer of the Corporation and shall be
responsible for implementing the strategic plans and
policies of the Corporation. The president shall, subject
to the authority of the board, have general supervision of
the affairs of the Corporation.
z. Secretary – If appointed, the secretary shall attend and
be the secretary of all meetings of the board, members
and committees of the board. The secretary shall enter
or cause to be entered in the Corporation’s minute book,
minutes of all proceedings at such meetings; the
secretary shall give, or cause to be given, as and when
instructed, notices to members, directors, the public
accountant and members of committees; the secretary
shall be the custodian of all books, papers, records,
documents and other instruments belonging to the
Corporation.
aa. Treasurer – If appointed, the treasurer shall have such
powers and duties as the board may specify.
bb. Representative of the Board to the CDAA – The
SSKDA board will appoint a representative to the
“CDAA” board form the SSKDA board of directors. This
CDAA board of directors position will be a (2) year term.
Typically, the president of the SSKDA will hold this
position, but other individuals on the board of directors
will be considered for the role.
cc. Continuing Education Director – In charge of
organising continuing education opportunities and
attending events as a representative of the SSKDA, or
delegating a team charged by the director of continuing
education to hold as
dd. College of Dental Surgeons Saskatchewan(CDSS)
Director – Representative of the SSKDA to be in direct
communication and collaboration with the (CDSS).
ee. Communication and social media Director – Social
media representative and coordinating a team to form a
news letter with current events for the SSKDA

Officer vacancies
In the absence of a written agreement to the contrary, the
board may remove, whether for cause or without cause, any
officer of the Corporation. Unless so removed, an officer shall
hold office until the earlier of:

ff. the officer’s successor being appointed,
gg. the officer’s resignation,
hh. such officer ceasing to be a director (if a necessary
qualification of appointment) or
ii. such officer’s death.

If the office of any officer of the Corporation shall be or
become vacant, the directors may, by resolution, appoint a
person to fill such vacancy.

Invalidity of any provisions of this by-law
The invalidity or unenforceability of any provision of these
By-laws shall not affect the validity or enforceability of the
remaining provisions.

By-laws and Effective Date
Subject to the articles, the board of directors may, by
resolution, make, amend or repeal any by-laws that regulate
the activities or affairs of the Corporation. Any such by-law,
amendment or repeal shall be effective from the date of the
resolution of directors until the next meeting of members
where it may be confirmed, rejected or amended by the
members by ordinary resolution. If the by-law, amendment or
repeal is confirmed or confirmed as amended by the members
it remains effective in the form in which it was confirmed. The
by-law, amendment or repeal ceases to have effect if it is not
submitted to the members at the next meeting of members or
if it is rejected by the members at the meeting.
This section does not apply to a by-law that requires a special
resolution of the members according to subsection 197(1)
(fundamental change) of the Act because such by-law
amendments or repeals are only effective when confirmed by
members.