Part 5 – Directors and Officers

Part 5 – Directors and Officers
5.01 (1)  The Directors of the Society may exercise all such powers and do all such acts as the Society may exercise and do, and which are not by these By Laws or by statute or otherwise lawfully directed or required to be exercised or done by the Society in general meeting, but subject nevertheless to the provisions of

(a)  all laws affecting the Society

(b)  these Bylaws, and

(c)  rules, not being inconsistent with these Bylaws, which are made from time to time by the Society in general meeting.

(2)  No rule made by the Society in general meeting invalidates a prior act of the Directors that would have been valid if that rule had not been made.

5.02 (1) The Society shall elect by secret ballot at each Annual General Meeting a Board of Directors consisting of a President, Vice-President, and Secretary-Treasurer, and six other Directors, all of whom are members in good standing of the Society.  The President, Vice-President and Secretary-Treasurer shall be elected for terms of one year, while the Directors shall be elected to terms of two years, provided that their terms are arranged so that three expire each year.  Any officer or director may be re-elected when his term has expired.

5.02(1) (a)  Exceptions to 5.02 (1) must be approved upon written request to the Provincial Directors.

(2)  The Directors shall have all necessary power to conduct and transact all business of the Society and enforce all provisions of its Constitution and Bylaws, and shall be responsible to fill by appointment any and all such vacancies which may occur during the year, such appointees to serve in that capacity until the next Annual General Meeting.

(3)  The President shall preside at all business meetings of the Society and of the Directors, and shall appoint, with the advice of the members of the Board, any standing or ad hoc committees, of which he shall be ex officio a member, assign their mandates and generally oversee their work.  In addition he shall perform all other duties ordinarily devolving upon the Office of President.

(4)  The Vice-President shall be responsible for assuming all the responsibilities of the President in his absence and performing all other duties ordinarily devolving upon the Office of the Vice-President.  In the event that the Office of the President should, throughout the year, become vacant for any reason, the Vice-President shall complete the term as President, and the Directors shall appoint one of their number to complete the term as Vice-President.

(5)  The Secretary-Treasurer shall

(a)  conduct the correspondence of the Society,

(b)  issue notices of Meetings of the Society and Board of Directors,

(c)  take and maintain Minutes of all Meetings of the Society and Board of    Directors,

(d)  have custody of all documents and records of the Society,

(e)  keep and maintain financial records, including books of account, and in general be custodian of all funds and assets of the Society,

(f)  render financial statements and reports to the Board of Directors and members of the Society as required, and shall be authorized to pay out of funds amounts approved by the Directors or indicated by vouchers signed by the President or Vice-President.

5.03  All Directors shall assist and support the President and other Officers of the Society in the day-to-day management of the Society’s affairs by participating fully in proceedings of General Meetings and Meetings of Directors, serving on standing or ad hoc committees and performing such other duties as ordinarily devolve upon the Office of Director.

5.04 (1) Separate elections shall be held for each office to be filled.

(2)  An election may be by acclamation, otherwise it shall be by secret ballot.

(3)  If no successor is elected the person previously elected or appointed to the position of note continues to hold office for another term.

(4)  No person may be elected unless they are present and do not refuse, or if not present they have provided consent in writing.

5.05 No act or proceeding of the Directors is invalid only by reason there being less than the prescribed number of Directors in office at the time of the act or proceeding.

5.06 Members may, by special resolution and for just cause, remove a Director or Officer from office before the expiration of his term.  Removal from office by this means, however, will not remove the subject person from membership in the Society.

5.07 No Director or Officer shall be remunerated for being or acting as a Director or Officer, but shall be reimbursed for all expenses necessarily and reasonably incurred while engaged in affairs of the Society.

(1)  For exceptions to 5.02(1) and 6.01(2) written request must be made to the Provincial Directors.


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