Bylaws

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

                      Dental Office Managers Association of Canada (the “Corporation”)

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

1. Definition
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;
“meeting of members” includes an annual meeting of members or a special
meeting of members; “special meeting of members” includes a meeting of any class
or classes of members and a special meeting of all members entitled to vote at an
annual meeting of members;
“ordinary resolution” means a resolution passed by a majority of not less than
50% plus 1 of the votes case 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 twothirds                                                                                     (2/3) of the votes cast on that resolution.

2. Interpretation

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

3. 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 authorized 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.

4. Financial Year
The financial year end of the Corporation shall be December 31 in each year.

5. Banking Arrangements
The banking business of the Corporation shall be transacted at such bank, trust
company or other firm or corporation carrying on a banking business in Canada or
elsewhere as the board of directors 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 board of directors
may by resolution from time to time designate, direct or authorize.

6. Borrowing Powers
The directors of the Corporation may, without authorization of the members,
i. borrow money on the credit of the corporation;
ii. issue, reissue, sell, pledge or hypothecate debt obligations of the corporation;
iii. give a guarantee on behalf and
iv. 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.

7. 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.

8. Membership Conditions
Subject to the articles, there shall be two classes of members in the Corporation,
namely, Class A members and Class B members. The board of directors of the
Corporation may, by resolution, approve the admission of the members of the
Corporation. Members may also be admitted in such other manner as may be
prescribed by the board by resolution. The following conditions of membership shall
apply:

Class A Members
i. Class A voting membership shall be available to persons who have applied and
have been accepted for Class A voting membership in the Corporation.
ii. The term of membership of a Class A voting member shall be annual, subject to
renewal in accordance with the policies of the Corporation.
iii. As set out in the articles, each Class A voting member is entitled to receive
notice of, attend and vote at all meetings of members and each such Class A
voting member shall be entitled to one (1) vote at such meetings.

Class B Members
iv. Class B non-voting membership shall be available to persons who have applied
and have been accepted for Class B non-voting membership in the Corporation.
v. The term of membership of a Class B non-voting member shall be annual,
subject to renewal in accordance with the policies of the Corporation.
vi. Subject to the Act and the articles, a Class B non-voting member shall not be
entitled to receive notice of, attend or vote at 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).

9. Membership Transferability
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 bylaws.

10. Notice of Members Meeting
Notice of the time and place of a meeting of members shall be given to each member
entitled to vote at the meeting by telephonic, electronic or other communication
facility to each member entitled to vote at the meeting, during a period of 21 to 35
days before the day on which the meeting is to be held. If a member requests that
the notice be given by non-electronic means, the notice will be sent by mail, courier
or personal delivery.

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.

11.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.

12.Absentee Voting at Members’ Meetings
Pursuant to section 171(1) (Absentee Voting) of the Act, a member entitled to vote
at a meeting of members may vote by means of a telephonic, electronic or other
communication facility if the Corporation has a system that:
a. enables the votes to be gathered in a manner that permits their subsequent
verification, and
b. permits the tallied votes to be presented to the Corporation without it being
possible for the Corporation to identify how each member voted.
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 this method of voting by members not in attendance at a
meeting of members.

13.Membership Dues
There shall be no dues payable by members for membership in the corporation.

14.Termination of Membership

A membership in the Corporation is terminated when:
the member dies, or, in the case of a member that is a corporation, the
corporation is dissolved;

a. a member fails to maintain any qualifications for membership described in the
section on membership conditions of these by-laws;
b. the member resigns by delivering a written resignation to the chair of the board
of the Corporation in which case such resignation shall be effective on the date
specified in the resignation;
c. the member is expelled in accordance with any discipline of members section or
is otherwise terminated in accordance with the articles or by-laws;
d. the member’s term of membership expires; or
e. the Corporation is liquidated or dissolved under the Act.

15.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.

16. 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:  violating any provision of the articles,                                                                                            by-laws, or written policies of the Corporation;
a. carrying out any conduct which may be detrimental to the Corporation as
determined by the board in its sole discretion;
b. 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.

17.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.

18.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.

19.Place of Members’ Meeting
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.

20.Persons Entitled to be Present at Members’ Meetings
The only persons entitled to be present at a meeting of members shall be those
entitled to vote at the meeting, the directors and the public accountant of the
Corporation and such other persons who are entitled or required under any provision
of the Act, articles orby-laws of the Corporation to be present at the meeting. Any
other person may be admitted only on the invitation of the chair of the meeting or by
resolution of the members.

21.Chair of Members’ Meetings
In the event that the chair of the board and the vice-chair of the board are absent,
the members who are present and entitled to vote at the meeting shall choose one of
their number to chair the meeting.

22. 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.

23.Votes to Govern at Members’ Meetings
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.

24.Participation by Electronic Means at Members’ Meetings
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.

25.Members’ Meeting Held Entirely by Electronic Means
Meetings of members may not be held entirely by telephonic, an electronic or other
communication facility.

26. 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 one (1).

27.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.

28. 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
in the manner provided in the section on giving notice of meeting of directors of
this by-law to every director of the Corporation not less than 5 days before the time
when the meeting is to be held. 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 bylaw                                                                                        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.

29.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.

30.Votes to Govern 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.

31.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.

32.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.

33. Description of Offices
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:
. 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.
a. 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.
b. 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.
c. 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.
d. Treasurer – If appointed, the treasurer shall have such powers and duties as the
board may specify.
The powers and duties of all other officers of the Corporation shall be such as the
terms of their engagement call for or the board or president requires of them. The
board may from time to time and subject to the Act, vary, add to or limit the powers
and duties of any officer.

34.Vacancy in Office
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:
. the officer’s successor being appointed,
a. the officer’s resignation,
b. such officer ceasing to be a director (if a necessary qualification of appointment)
or
c. 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.

35.Method of Giving Any Notice
Any notice (which term includes any communication or document), other than notice
of a meeting of members or a meeting of the board of directors, to be given (which
term includes sent, delivered or served) pursuant to the Act, the articles, the bylaws                                                                                          or otherwise to a member, director, officer or member of a committee of the
board or to the public accountant shall be sufficiently given:
. if delivered personally to the person to whom it is to be given or if delivered to
such person’s address as shown in the records of the Corporation or in the case
of notice to a director 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);
a. if mailed to such person at such person’s recorded address by prepaid ordinary
or air mail;
b. if sent to such person by telephonic, electronic or other communication facility
at such person’s recorded address for that purpose; or
c. if provided in the form of an electronic document in accordance with Part 17 of
the Act.
A notice so delivered shall be deemed to have been given when it is delivered
personally or to the recorded address as aforesaid; a notice so mailed shall be
deemed to have been given when deposited in a post office or public letter box; and
a notice so sent by any means of transmitted or recorded communication shall be
deemed to have been given when dispatched or delivered to the appropriate
communication company or agency or its representative for dispatch. The secretary
may change or cause to be changed the recorded address of any member, director,
officer, public accountant or member of a committee of the board in accordance with
any information believed by the secretary to be reliable. The declaration by the
secretary that notice has been given pursuant to this by-law shall be sufficient and
conclusive evidence of the giving of such notice. The signature of any director or
officer of the Corporation to any notice or other document to be given by the
Corporation may be written, stamped, type-written or printed or partly written,
stamped, type-written or printed.

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

37. Omissions and Errors
The accidental omission to give any notice to any member, director, officer, member
of a committee of the board or public accountant, or the non-receipt of any notice by
any such person where the Corporation has provided notice in accordance with the
by-laws or any error in any notice not affecting its substance shall not invalidate any
action taken at any meeting to which the notice pertained or otherwise founded on
such notice.

38.Mediation and Arbitration
Disputes or controversies among members, directors, officers, committee members,
or volunteers of the Corporation are as much as possible to be resolved in accordance
with mediation and/or arbitration as provided in the section on dispute resolution
mechanism of this by-law.

39.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.

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