Directors of the Club:32. The first Directors shall be the Subscribers to this Constitution and these Bylaws. The Directors shall hold office for two years and may be re-elected or re-appointed as the case may be for further terms without limitation. The Director positions shall come up for election on a rotating basis, as follows: fifty (50) percent of the positions in each odd-numbered year and the other fifty (50) percent in each even-numbered year. The number of positions on the Board of Directors can be varied from year to year at the discretion of the Board of Directors, but in no event shall the number of positions on the Board of Directors be fewer than six in number.
33. All persons wishing to serve on the Board of Directors shall be elected by the Individual Members of the Club at the Annual General Meeting and shall hold office for two years. Persons wishing to stand for election to the Board of Directors must inform the Secretary in writing of their intention to stand for election five days before the date of the Annual General Meeting. In cases where more persons have declared an intention to stand for election than there are vacancies, a vote will be held whereby each member of the Club in attendance will be entitled to cast an election vote. The election ballot will contain the names of all persons standing for election. A member will be able to cast a vote on each ballot for the number of positions available on the board. Those persons with the highest number of votes will be declared elected.
34. Voting for Board of Director positions shall be conducted by secret ballot. Voting will be under the direction and control of a committee consisting of a chairperson and two scrutineers, previously designated by the Board of Directors none of whom may be seeking election.
35. Any vacancy occurring on the Board of Directors during the year may be filled by appointment by the Board of Directors by vote of two thirds of those members present at the Board Meeting at which the matter is tabled.
36. Board Meetings of the Board of Directors may be called by the President, or six or more members of the Board of Directors.
37. The management and the administration of the affairs of the Club shall be vested in the Directors. In addition to the powers and authority given by the Bylaws or otherwise expressly conferred on them, the Directors may exercise all such powers of the Club and do all such acts on its behalf as are not by the Society Act or any of these Bylaws, required to be exercised or done by the Club at an Annual or General Meeting and the Directors shall have full power to make such rules, regulations, and policies as they deem necessary, provided that such rules, regulations and policies are not inconsistent with the Constitution of the Club and these Bylaws.
38. The Directors shall determine their own procedure and quorum, except that the quorum at a meeting of the Board of Directors cannot be set at fewer than four Directors (the “Board Meeting”).
39. A resolution in writing signed by three-quarters of the Directors personally shall be valid and effectual as if it has been passed at a Board Meeting duly called and constituted.
40. The Board of Directors may adopt rules and procedures for electronic meetings and any business conducted electronically and any documents signed electronically (either in whole or in part or as one document or a series of copies) shall have the same force and effect as if that business was conducted and the document signed in person.
41. No Director shall receive remuneration for his or her duties as Director.
42. Directors need not be Members of the Club however, the majority of Board of Director positions shall at all times be held by Club Members.
43. Any Member may request in writing that the Directors call a special Board Meeting of the Board of Directors (“Special Board Meeting”) for the purpose of considering whether any member of the Board of Directors should be removed from the Board of Directors and/or a new member substituted in that position.
44. A member of the Board of Directors may be expelled from the Board of Directors if they miss more than three consecutive Board Meetings without just cause or in any other case for just and reasonable cause by a three-quarters majority of the Board of Directors who are in attendance at the Special Board Meeting to consider the expulsion of a member of the Board of Directors provided that all Directors on the Board of Directors are given notice of the Special Board Meeting and that a quorum is present at the Special Board Meeting.
45. Except for the case of expulsion for non attendance as authorized in paragraph 44 above, any Director who is being considered for expulsion shall be given notice of the complaint against him or her and be given an opportunity to attend and be heard at the Special Board Meeting called for such a purpose.
Officers of the Club:46. The Officers of the Club shall be the President, Immediate Past President, Vice-President, Secretary, and Treasurer. The Board of Directors may appoint any other Officers as they determine expedient. All Officers must be Directors of the Club. With the exception of the Immediate Past President, the Officers of the Club are appointed annually by the Board of Directors at the first meeting of the Board of Directors following the Annual General Meeting and as necessary through the year dependent upon removal or resignation of a said Offer. So long as an appointed Officer has been re-elected to the Board of Directors at the Annual General Meeting, the same person may be appointed as an Officer of the Club without limitation.
47. The President shall be the Chief Officer of the Club.
48. The Vice-President shall generally assist the President and shall in the event of the absence or disability of the President, perform the duties and possess the authority of the President.
49. The Secretary shall keep the records of the Club or cause such records to be kept and shall perform such duties as may be delegated by the President.
50. The Treasurer shall oversee management of the funds of the Club and shall provide or cause to be provided, monthly financial statements and such other financial information as may be requested by the Board of Directors and, subject to the control of the Board of Directors, shall pay, or cause to be paid, any and all bills and also make available to the Annual General Meeting an account of all monies of the Club. The Board of Directors shall designate by resolution from time to time who shall be signatories in respect of the bank accounts of the Club and shall at all times have a written policy as to financial control, risk management and accounting practices required of the Club. The policy or policies referred to herein will at a minimum accord with “industry standard” best practices for organizations of the size, type and resources of the Club.
51. The other Officers of the Club shall perform such duties as are determined by the Board of Directors, and the Directors can delegate duties and powers to the other Officers or employees of the Club that are not inconsistent with these Bylaws and the Society Act.
52. Officers of the Club shall receive no remuneration for the performance of their duties.
53. An Officer of the Club may be removed as an Officer by a majority vote of the Directors. An Officer so removed, if also a Director, shall remain a member of the Board of Directors unless the said Officer has been expelled or their membership is rescinded pursuant to the relevant provisions of these Bylaws.
Power to Borrow or Secure:54. Directors shall not have the power to borrow monies on behalf of the Club without sanction of a special resolution at an Annual General Meeting, a General Meeting, or a Special Meeting of the Club.
Financial Statements:55. The Directors shall present financial statements to the Members at each Annual General Meeting of the Club. The financial statements will be prepared in accordance with Generally Accepted Accounting Principles and shall, at a minimum show the income and expenditures, assets and liabilities of the Club during the preceding fiscal year. The financial statement shall be signed by two or more members of the Board of Directors.
56. The Directors of the Club, at the request of not less than fifteen percent of the Individual Members of the Club, shall arrange to have the finances of the Club audited or reviewed by a certified accountant, the results to be made available to all Club Members immediately upon completion.
Minutes and other Books and Records:57. The Board of Directors shall see that the minutes of Members' Meetings and the minutes of Directors' Board Meetings, and all other necessary books and records of the Club required by the Bylaws of the Club or by any applicable statute or law, are regularly and properly kept.
58. The books and records of the Club shall be open to inspection by the Members at all reasonable times either at the registered office of the Club or at the office or place of residence of the Secretary of the Club or at such other reasonably accessible place that the Board of Directors shall designate.