Part 6 – Proceedings of Directors

Part 6 – Proceedings of Directors 38 1) The directors may meet together at the places that they think fit to dispatch business, adjourn and otherwise regulate their meeting and proceedings, as they see fit. 2) The directors may from time to time fix the quorum necessary to transact business, and unless so fixed the quorum shall be a majority of the directors then in office. 3) The president shall be chairman of all meetings of the directors, but if at a meeting the president is not present within thirty (30) minutes after the time appointed for holding the meeting, the vice-president shall act as chairman; but if neither is present, the directors present may choose one of their number to be chairman of that meeting. 39) 1) The directors may delegate any, but not all, of their powers to committees consisting of such members as they think fit. The chairman of such committee shall be a director. 2) A committee so formed in the exercise of the powers so delegated shall conform to any rules imposed on it be the directors, and shall report every act of thing done in exercise of those powers to the earliest meeting of the directors to be held next after it has been done. 40) If at a meeting the chairman is not present within thirty (30) minutes after the time appointed for holding the meeting, committee members present shall choose one of their number to be chairman of the meeting. 41) The members of a committee may meet and adjourn as they think proper. 42) A director may, and the secretary upon the request of a director shall, call a meeting of the board at any time. Reasonable notice of such meeting specifying the place, date and hour of such meeting shall be given by mail, postage prepaid, addressed to each of the directors, and alternate directors at his address as it appears on the books of the Society or by leaving it at his usual business or residential address, or by telephone, fax, email or any method of transmitting legibly recorded messages. Accidental omission to give notice of any meeting to, or the non-receipt of notice of a meeting by, any director or alternate director shall not invalidate the proceedings at the meeting. 43) 1) The chairman has a vote. 2) Questions arising at a meeting of the directors and committees shall be decided by a majority of votes. 3) In the case of an equality of votes, the proposed resolution shall not pass. 44) No resolution proposed at a meeting of the directors or a committee need be seconded and the chairman of a meeting may move or propose a resolution. 45) A resolution consented to in writing, whether by document, fax, email or any method of transmitting legibly recorded messages or other means, by all of the directors shall be as valid and effectual as if they had been passed at a meeting of the directors called and duly held. Such resolution may be in two or more counterparts, which together shall be deemed to constitute one resolution in writing. Such resolution shall be filed with the minutes of the proceedings of the directors and shall be effective on the date stated or on the latest date stated on any counterpart. 46) A member may participate in the meeting of the board or of any committee by means of conference telephone or other communication facilities by means of which all members participating in a meeting can hear each other and provided all such members agree to such participation. A member participating in a meeting in accordance with the By-law shall be deemed to be present at the meeting and to have so agreed and shall be counted in the quorum therefore and be entitled to speak and vote there at.