Part 5 – Directors and Officers

Part 5 – Directors and Officers 27) 1) The directors may exercise all the powers and do all the acts and things that the Society may exercise and do, and which are not by these By-laws or by statute to otherwise lawfully directed or required to be exercised or done by the Society in general meetings, but subject, nevertheless, to: a) all laws affecting the Society; b) these By-laws; and c) rules, not being inconsistent with these By-laws , which are made from time to time by the Society in a general meeting. 2) No rule, made by the Society in a general meeting, invalidates a prior act of the directors that would have been valid if that rule had not been made. 28) 1) The president, vice-president, secretary, treasurer and one or more other persons shall be the directors of the Society. 2) The number of directors shall be four (4) or a greater number determined from time to time at a general meeting. 3) Directors shall serve a (two) 2 year term. 29) The officers of the Society shall be appointed every 2 years by the directors. 30) 1) Each director shall retire from office at the second Annual General Meeting after being elected and a successor shall then be elected. 2) A retiring director may stand for re-election. 3) An election may be by acclamation, otherwise it shall be by secret ballot. 31) 1) The directors may at any time and from time to time appoint a member as a director to fill a vacancy in the directors. 2) A director so appointed holds office only until the conclusion of the next following Annual General Meeting of the Society, but is eligible for election at the meeting. 32) If a director resigns his office or otherwise ceases to hold office, the remaining directors shall appoint a member to take the place of the former director. 33) The members may by special resolution remove a director before the expiration of his term of office, and may elect a successor to complete the term of office. 34) No director shall be remunerated for being or acting as a director but a director may be reimbursed for all expenses necessarily and reasonably incurred by him while engaged in the affairs of the Society. 35) A director shall be required to be a member of the Society as a qualification for his office. 36) Where the Society fails to hold an Annual General Meeting in accordance with the Society Act and these By-laws, the directors then in office shall be deemed to have been elected or appointed as directors on the last day on which the Annual General Meeting could have been held pursuant to these By-laws and they may hold office until other directors are appointed or elected or until the day on which the next Annual General Meeting is held. 37) Any director may, by instrument in writing delivered to this Society, appoint any person to be his alternate to act in his place at meetings of the directors at which he is not present unless the directors shall have reasonably disapproved of the appointment of such person as an alternate director and shall have given notice to that effect to the director appointing the alternate director within a reasonable time after delivery of such instrument to the Society. Each such alternate shall be entitled to notice of meetings of the directors and to attend and vote as a director at a meeting at which the person appointing a separate vote on behalf of the director he is representing in addition to his own vote. A director may at any time by instrument, fax, email or other method of transmitting legibly recorded messages delivered to the Society, revoke the appointment of an alternate appointed by him. An alternate director is entitled to reimbursement for any expenses which a director would be entitled to reimbursement for.