1. Power of Directors The directors shall govern and oversee the management of the business and affairs of the Corporation.
    2. Number of Directors and Quorum The number of directors of the Corporation shall be that number of directors appointed in accordance with paragraphs 10-14 of this By-Law, of whom a majority shall constitute a quorum for the transaction of the business at any meeting of the directors. Notwithstanding vacancies, the remaining directors may exercise all the powers of the board of directors.
    3. Qualifications Each director shall be nineteen (19) or more years of age and have experience relevant to the mandate of the Corporation.
    4. Residency All directors shall have their principal place of residence within the Region as defined in the Articles of Incorporation (Ship Harbour, Fox Harbour, Placentia and Point Verde).
    5. Election and Term Subject to paragraph 13 herein, the Board of Directors shall ordinarily consist of nine (9) members but at no time shall be less than six (6) nor more than twenty (20). Directors shall serve an initial term of three (3) years. Each director (excepting the municipal representative) shall be selected in accordance with paragraph 13 and shall serve from the first day of May following the appointment to the thirtieth day of April three (3) years thereafter. A Director, including the existing directors, shall be eligible for reappointment for an additional three (3) year term provided he/she is selected by the Selection Committee process as per paragraph 13.
    6. Municipal Representative The Town of Placentia shall appoint the Mayor or other elected member of Council to sit on the Board of Directors as Municipal Representative. The Municipal Representative shall not be eligible to serve as Chairperson, Vice-Chairperson or Secretary/Treasurer of the Board.
    7. Selection Committee The Selection Committee shall be established annually to fill vacancies on the Board of Directors. The Selection Committee shall consist of the following members: the member who holds the position as Chairperson of the board of directors of the Corporation, the member who holds the position of Municipal Representative and a one additional member (to be chosen by majority vote of the members present at a meeting called for this purpose). If the Chairperson of the Corporation is Candidate for reappointment as per paragraph 10, the member who holds the position as Vice-Chairperson shall sit on the Selection Committee in place of the Chairperson. If the Vice-Chairperson is also a Candidate for reappointment, then a second member (to be chosen by majority vote of the members present at a meeting called for this purpose), who is not a Candidate for reappointment, shall be selected to sit on the Committee in the place of the Chairperson and Vice-Chairperson. All members agree to give their proxy for the election/selection of directors, to the Selection Committee.
    8. Duties and Functions of the Selection Committee The Selection Committee will advertise in the Region for nominations to the Board for seven (7) days immediately prior to the first day of March. Each Candidate shall be nominated by two (2) residents of the Region on nomination forms prepared and approved by the Board. In the best interest of the Board’s operation and mandate to develop and manage Argentia assets in accordance with the Registered Articles of Incorporation, the Selection Committee may choose not to accept nominees to fill all vacancies on the Board. Where the advertisement does not provide sufficient acceptable nominees, the Selection Committee, with Board approval, will seek out persons, who have the desire and experience relevant to the Corporation’s mandate, and who are willing to serve as part of a “Team” work group in a productive, progressive manner.
    9. Special Appointments Notwithstanding the work of the Selection Committee, the Board may, in accordance with paragraph 10, appoint an individual with special knowledge or experience to serve on the Board of Directors provided that 75% of the members are in favour of such appointment. Should no individual with the desired skills and experience be found within the Region defined in the Articles of Incorporation, the Board may appoint an individual that does not meet the residency requirement set out in paragraph 9. If a member so appointed does not meet the requirement set out in paragraph 9 he/she will not serve on the Executive Committee or Selection Committee.
    10. Declaration by Candidates Each Candidate that is nominated will complete, on a form approved by the Board, a declaration of business activities by the Candidate and his/her Affiliate(s) (if any), which would pose an actual or perceived conflict of interest in his/her capacity as a Director. For purposes of this By-Law, an “Affiliate” is defined as being i) a corporation or partnership in which the Candidate has a business, personal or financial interest, ii) an individual to whom the Candidate is married or living with, or iii) a family member of the Candidate.
    11. Vacancies Vacancies resulting from resignations shall be filled by the Selection Committee as per clause 13 provided that there are six (6) months or more remaining in the resigning director’s term. A replacement Director shall hold office for the unexpired term of his/her predecessor. Should the said unexpired term exceed one year, it shall be considered a full term for purposes of paragraph 10. Vacancies with less than six (6) months may at the Board’s discretion not be filled until the end of the resigning directors term. The quorum for Board meetings will be adjusted accordingly.
    12. Removal of Directors The office of director shall be automatically vacated:
        • (a) if a director resigns his/her office by delivering a written resignation to the Secretary/Treasurer of the Corporation;
        • (b) if he/she is found to be unsound of mind;
        • (c) if he/she becomes bankrupt or is insolvent, as that term is defined in the Bankruptcy and Insolvency Act; or suspends payment or compromises with his/her creditors, or
        • (d) if at a special meeting of members a resolution is passed with seventy-five percent (75%) of the members in favour of removing that Director from office;

      provided that if any vacancy shall occur for any reason in this paragraph contained, the board of directors may fill the vacancy in accordance with paragraph 16 of this By-Law.

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