- Elections The Secretary/Treasurer shall serve as Chair of the Nominations Committee along with one other director as appointed by the Board. The Nominations Committee will each year ensure that all interested directors have been canvassed regarding the nomination of proposed officers to be elected at the annual general meeting of the Corporation and to ensure that such nominations are submitted not later than thirty (30) days prior to the date set for the annual general meeting. The Secretary/Treasurer shall report at the commencement of the annual general meeting as to the number and identity of the nominated Candidates. No director in his/her first year of service on the Board shall run for any office on the Executive Committee.
- Chairperson Subject to paragraph 21 herein the Chairperson shall be elected from the pool of Directors, by majority vote of the Directors at the annual general meeting of the Corporation. Such vote shall be by secret ballot unless the annual general meeting should otherwise decide prior to voting.
- Vice-Chairperson The Vice-Chairperson shall be elected from the pool of directors, by majority vote of the Directors at the annual general meeting of the Corporation and shall exercise and perform the duties and powers of the Chairperson in his absence. Should the Chairperson become unable or unwilling to continue in office, the Vice-Chairperson shall become the Chairperson and a new vice-chairperson shall be elected from the remaining directors. Any resulting vacancy in directors shall be filled by the Selection Committee as per paragraphs 13 and 16.
- Past Chairperson Upon the expiry of the Chairperson’s term of office as Chairperson, the Board, in the interest of continuity, may, if such person still holds a position on the Board of Directors, appoint such person to the position of “Past Chairperson” for a one year period with all voting privileges.
- Secretary/Treasurer At the annual general meeting of the Corporation, the Corporation shall also elect a Secretary/Treasurer from the pool of directors. The Secretary/Treasurer shall perform such duties and exercise such powers as may be prescribed and delegated by the Chairperson.
- Executive Committee The Chairperson, Vice-Chairperson, Past Chairperson and Secretary\Treasurer shall constitute the Executive Committee of the Board. These Executive positions will become effective immediately following the conclusion of the AGM each year.
- Terms of Office Officers shall be elected for a term of one (1) year. No director shall serve in any one position on the Executive Committee for more than two (2) consecutive terms of office, except that in the event the position cannot otherwise be filled, the Board may, at its discretion, return an individual to office for an additional term.
- Chief Executive Officer (CEO) The Corporation may, at its discretion, appoint a CEO who shall, subject to the authority of the board of directors and the supervision of the officers, carry out the general management and direction of the Corporation’s business and affairs and shall have the power to appoint and remove any employees and agents of the Corporation not elected or appointed directly by the Corporation and its board of directors and to settle the terms and conditions of their employment and remuneration. The Corporation shall enter into a written contract of employment with the CEO regarding remuneration and other terms and conditions of employment. The funding for the remuneration to be paid to the CEO and the administration of the Corporation shall be determined by the Board of Directors.
- Secretary/Treasurer – Duties The Secretary/Treasurer shall give, or cause to be given, all notices required to be given to directors and auditors of the Corporation including the board and its committees; he/she shall attend all meeting of the directors, and shall enter or cause to be entered in books kept for that purpose minutes of all proceeding at such meetings; he/she shall be the custodian of the stamp or mechanical devise generally used for affixing the corporate seal of the Corporation and of all books, papers, records, documents and other instruments belonging to the Corporation; and he/she shall perform such other duties as may from time to time be prescribed by the board of directors.
The Secretary/Treasurer shall keep, or cause to be kept, full and accurate books of accounts in which shall be recorded all receipts and disbursements of the Corporation and, under the direction of the board of directors, shall control the deposit of money, the safekeeping of securities and the disbursement of the funds of the Corporation; he/she shall render to the board of directors at the meeting thereof, or whenever required of him/her an account of all his/her transactions as Treasurer and of the financial position of the Corporation; and he/she shall perform such other duties as may from time to time be prescribed by the board of directors
- Variation of Duties From time to time the board may vary, add to or limit the power and duties of any office or officers.
- Agents and Attorneys The board of directors shall have power from time to time to appoint agents or attorneys for the Corporation in or out of Canada with such power of management or otherwise (including the power to sub-delegate) as may be thought fit.
- Fidelity Bonds The board of directors may require such officers, employees and agents of the Corporation as the board of directors deems advisable to furnish bonds for the faithful discharge of their duties, in such form and with such surety as the board of directors may from time to time prescribe.
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