1. The affairs of the Council will be governed by a board of Directors consisting of no fewer than 10 members and no more than 30, who will be elected to the Board by the members of the Council from among themselves. All members of the Council are eligible for election to the Board of Directors but no more than five members from the Class B membership and no more than five members from the Class C membership will be elected to the Board. The Board will be constituted so as to reflect representation, as far as is practical, from all regions and jurisdictions of Canada and both official languages.
2. Between Directors’ meetings, the affairs of the Council will be governed by an Executive Committee comprising the officers of the Council and no more than 2 Directors elected by the Directors.
3. Tenure of Office of Directors
- Directors will be elected at the annual meeting of members on a show of hands unless a poll is requested. If a poll is requested by 5 members, the election will be by secret ballot.
- Directors will be elected to hold office for a term expiring not later than the close of the second annual meeting of members following their election.
- To the extent practical, the terms of Directors will be staggered, so that half the Directors are elected at each annual meeting. By exception, terms may be of one or three years’ duration if necessary to restore the balance of numbers elected in any given year.
- A Director may be removed from office by a majority vote at a general meeting of the members of the Council.
- A vacancy on the Board is automatically created when a Director:
- resigns by delivering a written resignation to the Secretary of the Council; or
- ceases to be a member of the Council.
- (i) Notwithstanding (e)(ii) above, when a Class A Director ceases to be a member of the Council by reason of ceasing to be a member of a board or tribunal, he/she may continue as a Director until the end of his/her term unless otherwise determined by resolution of the Executive Committee.
(ii) Notwithstanding (e)(ii) above, when a Class B Director ceases to be a member of the Council by reason of ceasing to be an employee of a board or tribunal, he/she may continue as a Director until the end of his/her term unless otherwise determined by resolution of the Executive Committee.
Vacancies on the Board of Directors or Executive Committee do not impair the right of the remaining members to act so long as a quorum of Directors remains in office. If any vacancy occurs, but not a vacancy created by an increase in the number of Directors or a failure to elect the minimum number of Directors specified in these bylaws, a quorum of the Directors may, by resolution, fill the vacancy on the Board or Executive Committee with a member of the Council in good standing, and he/she will remain in office for the balance of the term of the person replaced.
A quorum for the transaction of business at meetings of the Board of Directors will be one-third of the number of Directors holding office at the time the meeting is held.
6. Meetings of the Board of Directors
- Meetings of the Board of Directors will be held on such days and in such places as are fixed by the Directors, and at such other times and places as the Directors consider necessary. A meeting will also be held at such time and place as requested by the Chair or as requested in writing by at least 5 Directors to the Board of Directors.
- Notice of such meetings will be sent to each Director not less than seven days before the time when the meeting is to be held.
- No formal notice will be necessary if all Directors are present or if a quorum is present and those Directors who are absent have either before or after the holding of the meeting signified their consent to the holding of a meeting in their absence.
- A meeting of the Directors of the Council may be held without notice immediately after the meeting of the members at which Directors are elected.
- The Board of Directors may meet by teleconference or videoconference.
- At all meetings of the Board of Directors, every question will be decided by a majority of the votes cast on the question. In case of an equality of votes, the Chair of the meeting in addition to an original vote will have a second or casting vote.
7. Meetings of the Executive Committee
- Meetings of the Executive Committee will be held on such days and in such places as are fixed by the Chair or any 3 members of the Executive Committee.
- Notice of such meetings will be sent in writing to each member of the Executive Committee.
- No formal notice will be necessary if a quorum is present. Three members of the Executive Committee constitute a quorum.
- The Executive Committee may meet by teleconference or videoconference.
- No remuneration will normally be paid to the Directors for their services in acting as Directors or as members of the Executive Committee or of any other committee of the Board.
- The Directors may be entitled to be reimbursed for travelling and other out-of-pocket expenses reasonably and properly incurred by them in connection with the business and affairs of the Council.
- Nothing in this bylaw will be construed to preclude any Director from serving the Council in any additional capacity and receiving compensation for that service.
The Board of Directors may exercise all such powers of the Council except those that the Canada Not-for-profit Corporations Act or these Bylaws require the members as a whole to exercise.
The Board of Directors may authorize expenditures on behalf of the Council from time to time and may delegate to an officer or agent of the Council the authority to make expenditures for the purpose of furthering the objects of the Council.
The Board of Directors may take steps to enable the Council to receive donations and benefits, and to enter into agreements with regard thereto, for the purpose of furthering the objects of the Council.
- The Board may, by resolution, establish or eliminate such committees as it deems necessary for properly and efficiently carrying out the objects and functions of the Council, which may include such matters as nominations, conferences, outreach, training, administration and finance, among others.
- The Board may appoint the chair of any committee.
- The Board may adopt Terms of Reference setting out duties and responsibilities of committees.
- The time and place of meetings of each committee, the calling of meetings and the procedure at such meeting will be determined by the members of the committee.
- Each committee will provide a report of its activities to the next meeting of the Board.
No Committee may expend any money, or bind the Council, or pledge its credit, or enter into any contracts on its behalf, without the express authority of the Board.
13. Protection of Directors and Officers
Subject to the limitations contained in the Act, the Council may indemnify a Director or Officer, a former Director or Officer, or a person who incurs or has incurred any liability on behalf of the Council, and their heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred in respect of any civil, criminal or administrative action or proceedings to which such person is made a party by reason of being or having been a Director or Officer of the Council or such body corporate, if:
- Such person acted honestly and in good faith with a view to the best interest of the Council; and
- In the case of a criminal or administrative action or proceedings that is enforced by a monetary penalty, such person has reasonable grounds for believing that such conduct was lawful.
14. Indemnity of Directors
Every Director of the Council and his/her heirs, executors, administrators, estate and effects respectively will, from time to time and at all times, be indemnified and saved harmless out of the funds of the Council from and against:
- All costs, charges and expenses whatsoever which such Director sustains or incurs in or about any action, suit or proceeding which is brought, commenced or prosecuted against him/her, for or in respect of any act, deed, matter or thing whatsoever heretofore or hereafter made, done or permitted by him/her in or about the execution of the duties of his/her office; and
- All other costs, charges and expenses which he/she sustains or incurs in or about or in relation to the affairs of the Council except such costs, charges or expenses as are occasioned by his/her own wilful neglect or default.