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HSAS Constitution & Bylaws

ARTICLE 6 -­ MEETINGS OF THE EXECUTIVE COUNCIL

 

6.01     Meetings

(a)   The Executive Council shall meet at least four (4) times during each Fiscal Year at the times and places that the Executive Council determines are appropriate.

(b)   In addition to the four (4) meetings held in accordance with subsection 6.01(a), the Executive Council may meet at other times on the call of the President or any other member of the Executive Council.

6.02     Notice of Meetings

(a)   Except as otherwise provided in subsection 6.02(b), the President or her designate shall give to each member of the Executive Council and to the Board of Governors at least seven (7) days’ notice of each regular meeting of the Executive Council in the manner described in article 14.

(b)   Notice of the time and place of the next regular meeting of the Executive Council may be given:

(i)   at any meeting of the Executive Council to those members of the Executive Council and the Board of Governors who are present at that meeting; and

(ii)   in the manner described in article 14 to those members of the Executive Council and the Board of Governors who are not present at that meeting.

(c)   If the President or a member of the Executive Council wishes to call a special meeting of the Executive Council, the President or her designate or the member of the Executive Council wishing to call the special meeting shall give the notice of that meeting

(i)   at least seven (7) days before the time when the meeting is to be held; and

(ii)   in the manner described in article 14.

(d)   Members of the Executive Council may waive notice of any meeting of the Executive Council or any irregularity in any meeting of the Executive Council, and may do so before, during, or after the meeting to which the waiver relates.

(e)   Members of the Board of Governors are not entitled or required to waive notice of any meeting of the Executive Council or any irregularity in any meeting of the Executive Council.

6.03     Alternates

(a)   A member of the Executive Council representing a Professional, Occupational, or Composite Group and who is unable to attend any meeting of the Executive Council shall delegate an Active Member of the same Professional, Occupational, or Composite Group as her alternate to attend the meeting of the Executive Council and to exercise the powers that the Executive Council member would have exercised at that meeting had she been in attendance.

(b)   A member of the Executive Council who designates an alternate under subsection 6.03(a) shall provide  the President, on or before the beginning of the Executive Council meeting that she will be unable to attend, a written authorization of the alternate to act in her place at the Executive Council meeting.

6.04     Quorum

(a)   A quorum for any meeting of the Executive Council is a Simple Majority of the number of members of the fully-constituted Executive Council, as described in section 5.01.

(b)   Except as provided in subsections 6.04(c) and 6.04(d), if a quorum is not present in the meeting room at the time and place fixed for a meeting of the Executive Council, as stated in the meeting notice, or at any time during a meeting of the Executive Council, that meeting shall stand adjourned and no formal business may be transacted.

(c)   When a quorum is not present in the meeting room at the outset of, or at any time during a meeting of the Executive Council, the members of the Executive council who are present may:

(i)   adjourn to a fixed time and place without having to give further formal notice of the adjourned meeting;

(ii)   recess; or

(iii)    take measures to obtain a quorum and, after a quorum has been re-established, carry on with the Executive Council meeting.

(d)   If a member of the Executive Council absents herself from the meeting room because of a conflict of interest, her absence shall not affect quorum.

6.05     Conduct of Meetings of the Executive Council

(a)   Subject to subsection 6.05(b), the President, or in her absence the Vice-President, shall chair every meeting of the Executive Council.

(b)   If, at any meeting of the Executive Council, the Chair of the meeting is not present within thirty (30) minutes after the time appointed for holding the meeting, the members of the Executive Council present may choose one of their number to chair the meeting.

6.06     Approval of Matters

(a)   Unless otherwise provided in the Bylaws, decisions of the Executive Council will be determined by at least a Simple Majority of the members of the Executive Council present and voting.

(b)   For the purposes of voting on any motion, the President shall have the right to vote with the other members of the Executive Council and shall not have a second vote to break a tie.

6.07     Participation by Telephone and Otherwise in Meetings

With the consent of the Chair of the meeting of the Executive Council, a member of the Executive Council or any person entitled to attend a meeting of the Executive Council may participate in the meeting by means of telephone or other communication facilities that permit all individuals participating in the meeting to hear each other, and an individual participating in such a meeting by those means shall be considered present at the meeting.

6.08     Resolutions in Writing

(a)   A resolution in writing, signed by all the members of the Executive Council or a committee of the Executive Council entitled to vote on that resolution at a meeting of the Executive Council or a committee of the Executive Council, is as valid as if it had been passed at a meeting of the Executive Council or a committee of the Executive Council, including the Executive Committee.

(b)   Resolutions in writing contemplated by this section

(i)   may be signed in several counterparts, which counterparts together will constitute a single resolution in writing; and

(ii)   shall be filed with the minutes of the meetings of the Executive Council or committee of the Executive Council, as the case may be.


 

 

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