Part 6 – Proceedings of Directors

Part 6 – Proceedings of Directors

6.01(1) The Directors of the Society may meet together at such times and places as they see fit in order to efficiently dispatch the business at hand, and may generally regulate their meeting and proceedings in conformity with these Bylaws.

        (2)  For purposes of Directors meetings, a quorum will be not less than five Directors present.

(3)  The President shall be Chairman of all meetings of the Directors, or the Vice-President in his absence, but if neither are present another may be chosen by those present to act as Chairman pro tem.

(4)  A Director may request the Secretary at any time to convene a Meeting of the Directors.  Should the request be from two or more Directors, the Meeting must be convened.

6.02(1) The Directors may delegate any, but not all, of their powers to a duly constituted committee consisting of at least one Director and existing for a specified period of time.

2)  A committee so formed shall, in the exercise of the powers so delegated, conform to any and all rules that may from time to time be imposed on it by the Directors, and shall report every act or thing done in the exercise of those powers to the earliest meeting of the Directors held after it has been done.

6.03 A committee formed by the President or Directors shall elect a Chairman of its meetings; but if no Chairman is elected, or if at any meeting the Chairman is not present within 30 minutes of the time appointed for the meeting, the members present shall choose one of their number to act as Chairman pro tem.

6.04 Members of a committee may meet and adjourn as they think proper.

6.05 For the first meeting of Directors held immediately following the election or appointment of a Director or Directors, it is not necessary to give notice of the meeting to the newly elected or appointed Director(s) for the meeting to be duly constituted, provided a quorum is present.

6.06 A Director who may be absent temporarily from the Province of British Columbia may send or deliver to the address of the Secretary a waiver of notice in writing of any meeting of the Directors and may, at any time, withdraw the waiver; and until the waiver is withdrawn

(a)  no notice of meetings shall be sent to that Director, and

(b)  any and all Meetings of the Directors of the Society, notice of which has not been given to that Director shall, if a quorum of Directors is present, be valid and effective.

6.07 (1)  Questions arising at any Meeting of the Directors or a Committee of Directors shall be decided by majority vote of those present at the Meeting.

(2)  In the event of an equality of votes the Chairman does not have a second or casting vote.

6.08 All resolutions or motions proposed at a Meeting of Directors or a Committee of Directors must be seconded and the Chairman may move or propose a resolution or motion.

6.09 A resolution in writing, signed by all the Directors and placed with the Minutes of a Directors Meeting is as valid and effective as if regularly passed at a Meeting of the Directors.

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