BOARD OF DIRECTORS
6.01 General. The business and affairs of the Society shall be governed by the Board of the Society who may exercise all such powers and do all such acts and things as may be exercised or done by the Society and are not by the Act, the By-laws, any special resolution of the Society, or by statute expressly directed or required to be done in some other manner.
6.02 Number. The number of directors (inclusive of Designated Directors) shall be not less than five (5) persons with a maximum to be set by the Board of Directors.
6.03 Designated Directors. The Board may appoint up to five (5) persons as Designated Directors and notwithstanding anything else herein contained, such Designated Directors shall hold office until the close of the annual general meeting of members of the Society next following the date of appointment, unless the Board otherwise determines to revoke an appointment in respect of a Designated Director prior to such date (with the affected Designated Directors not having a vote in respect of such a determination). In all other respects, Designated Directors shall be fully participating members of the Board. The Board shall appoint two (2) Designated Directors as put forth by the Rotary Clubs of Calgary and Airdrie.
6.04 Vacancies. A quorum of directors may fill a vacancy among the directors, except a vacancy resulting from a failure to elect a minimum number of directors. If the number of directors is not sufficient to constitute a quorum of directors, or if there has been a failure to elect the minimum number of directors, the directors then in office shall forthwith call a special meeting of members to fill the vacancy and, if they fail to call a meeting or if there are no directors then in office, the meeting may be called by any member. If the members have adopted an amendment to the By-laws to increase the minimum number of directors, and have not, at the meeting at which they adopted the amendment, elected an additional number of directors authorized by the amendment, the directors then in office shall have the power to appoint such directors.
A director appointed or elected to fill a vacancy holds office for the unexpired term of his predecessor.
6.05 Additional Directors. The Board shall have the power to appoint any other person or persons to be a director or directors as an addition or additions to the Board, provided that the total number of directors shall not at any time exceed the maximum per Article 6.02. Any directors so appointed shall hold office for a term designated by the Board having regard for the term of office of the members of the Board as provided for in Article 6.08 hereof.
6.06 Duties. Every director of the Society in exercising his powers and discharging his duties shall:
(a) act honestly and in good faith with a view to the best interests of the Society; and
(b) exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.
6.07 Qualification. A director shall at the time of his election or appointment and
throughout his term of office be a member of the Society. A director shall automatically cease to be a director at the time he ceases to be a member of the Society.
6.08 Term of Office. Subject to the provisions of this Article 6.08, directors (other than Designated Directors) shall hold office for a term of three (3) years from the date of their last election or from the date of their appointment, with approximately one-third (1/3) to be elected each year at the annual general meeting of members, and directors may be eligible for election for a total maximum of two (2) consecutive terms, subject to the discretion hereinafter conferred on the Board. Notwithstanding the foregoing, and subject to a request made by the Board, an individual director may be eligible for election, for one (1) additional consecutive three (3) year term. Directors who have completed their maximum terms as contemplated by the foregoing shall not thereafter be eligible for election as a director of the Society for a period of one (1) year.
6.09 Election. If a meeting of members fails to elect the number or the minimum number of directors required by the By-laws by reason of the disqualification or death of any candidate, the directors elected at that meeting may exercise all the powers of the directors, as if the number of directors so elected constitutes a quorum, until such time as the appropriate, number of directors have been elected or appointed in the manner contemplated by the provisions hereof.
6.10 Consent to Election. A person who is elected or appointed a director is not a director unless he was present at the meeting when he was elected or appointed and did not refuse to act as a director or, if he was not present at the meeting when he was elected or appointed, he consented to act as a director in writing before his election or appointment or within 10 (ten) days after he has acted as a director pursuant to the election or appointment.
6.11 Removal. The Board of Directors may, by a resolution at a meeting of the Board, remove any director from the Board before the expiration of their term, if approved by a majority of not less than three-fourths (3/4) of the votes cast by directors voting in respect of the resolution at a meeting called for that purpose, and providing that the Board has given the director written notice and the opportunity to appear before the Board to be heard with respect to all matters offered or tendered in justification for such action by the Board. Written notice of such a meeting must be given to the director involved not less than 14 (fourteen) calendar days before the date of the special meeting of the Board, and this notice shall include a summary of the reasons for such action by the Board.
Notwithstanding the above provisions, in the event any director fails to attend three (3) consecutive meetings of the Board of Directors, without prior notification directly to the Chair of the Board or to the Secretary, such director shall be considered as having resigned their position as a member of the Board and shall immediately be removed as a director of the Society.
Additionally, the members of the Society may by resolution at a meeting called for that purpose remove any director from office before the expiration of their term of office and may, by a majority of votes cast at the meeting, elect any person in their stead for the remainder of their term.
6.12 Resignation. A director of the Society (including Designated Directors) ceases to hold office when he dies, resigns or is removed from office. A resignation of a director becomes effective at the time a written resignation is received by the Society, or at the time specified in the resignation, whichever is the later.
6.13 Validity of Acts. An act of a director is valid notwithstanding an irregularity in his election or appointment or a defect in his qualification.
6.14 Minutes and Custody of Records. The Secretary shall cause minutes to be made in books provided for that purpose and retained at the registered office of the Society:
(a) of all appointments of directors made by the Board;
(b) of the names of the directors present at each meeting of the Board and of any committee of the Board;
(c) of all resolutions and proceedings of all meetings of the Board, and all meetings of committees of the Board, all meetings of the Society; and
any such minutes, as aforesaid, if purporting to be signed by the chairman of the meeting at which such resolutions were passed or proceedings had (as the case may be) or by the chairman of the next succeeding annual meeting or meeting of the Board or committee of the Board (as the case may be) shall be sufficient evidence without any further proof of the facts therein stated. All such minutes, as well as the records and books of the Society shall be kept at the Registered Office of the Society in the custody of the Secretary or other officer of the Society appointed by the Board.
MEETINGS OF THE BOARD OF DIRECTORS
7.01 Place of Meeting. Meetings of directors and of any committee of the Board may be held at any place within Calgary, Alberta. A meeting of directors may be convened by the Chair of the Board (if any) or any four (4) directors at any time and the Secretary shall upon direction of any of the foregoing convene a meeting of directors.
7.02 Notice. Notice of the time and place for the holding of any meeting of directors or any committee of directors shall be sent to each director not less than seven (7) days (exclusive of the day on which the notice is sent, but inclusive of the day for which notice is given) before the date of the meeting; provided that the meetings of directors or of any committee of directors may be held at any time without notice if all the directors are present (except where a director attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called) or if all the absent directors have waived notice. The notice of a meeting of directors must specify the meeting purpose or the business to be transacted at the meeting.
For the first meeting of directors to be held following the election of directors at an annual general meeting of the members or for a meeting of directors at which a director is appointed to fill a vacancy in the board, no notice of such meeting need be given to the newly elected or appointed director or directors in order for the meeting to be duly constituted, provided a quorum of the directors is present.
7.03 Waiver of Notice. Notice of any meeting of directors or of any committee of directors or the time for the giving of any such notice or any irregularity in any meeting or in the notice thereof may be waived by any director in writing or by telegram, fax, email, cable or telex addressed to the Society or in any other manner, and any such waiver may be validly given either before or after the meeting to which such waiver relates. Attendance of a director at any meeting of directors or of any committee of the Board is a waiver of notice of the meeting, except when a director attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.
7.04 Omission of Notice. The accidental omission to give notice of any meeting of directors or of any committee of the Board to or the non-receipt of any notice by any person shall not invalidate any resolution passed or any proceeding taken at such meeting.
7.05 Telephone Participation. A director may participate in a meeting of directors or of any committee of the Board by means of telephone or other communication facilities that permit all persons participating in the meeting to hear each other, and a director participating in a meeting by those means is deemed for the purposes of the Act to be present at that meeting.
7.06 Adjournment. Any meeting of directors or of any committee of the Board may be adjourned from time to time by the chairman of the meeting, with the consent of the meeting, to a fixed time and place. Notice of an adjourned meeting of directors or committee of directors is not required to be given if the time and place of the adjourned meeting is announced at the original meeting. Any adjourned meeting shall be duly constituted if held in accordance with the terms of the adjournment and a quorum is present thereat. The directors who formed a quorum at the original meeting are not required to form the quorum at the adjourned meeting. If there is no quorum present at the adjourned meeting, the original meeting shall be deemed to have terminated forthwith after its adjournment. Any business may be brought before or dealt with at the original meeting in accordance with the notice calling the same.
7.07 Quorum and Voting. Not less than a minimum of fifty percent (50%) of the directors constitutes a quorum at any meeting of directors and, notwithstanding any vacancy among the directors, a quorum of directors may exercise all the powers of the directors. The directors shall not transact business at a meeting of directors unless a quorum is present. Questions arising at any meeting of directors shall be decided by a majority of votes. In the case of an equality of votes, the chair of the meeting shall have a casting vote.
7.08 Resolution in Lieu of Meeting. A resolution in writing, signed by all the directors entitled to vote on that resolution at a meeting of directors or committee of the Board, is as valid as if it had been passed at a meeting of directors or committee of the Board and shall be held to relate back and be effective as of the date stated therein.
7.09 Number of Meetings. A minimum of four (4) meetings of the Board shall be held each fiscal year.
COMMITTEES OF THE BOARD
8.01 General. The directors may from time to time appoint from their members a committee of directors and may delegate to such committee any of the powers of the directors except that no such committee shall have the authority to:
(a) submit to the members of the Society any question or matter requiring the approval of the Society;
(b) fill a vacancy among the directors or in the office of auditor or otherwise appoint a director as an addition to the Board; and
(c) approve any financial statements to be placed before the members of the Society.
8.02 Audit Committee. The directors shall elect annually from among their number an audit committee to be composed of not fewer than three (3) directors, a majority of whom are not officers, and no employee of the Society may be a voting member of the audit committee.
Each member of the audit committee shall serve during the pleasure of the board of directors and, in any event, only so long as he shall be a director. The directors may fill vacancies in the audit committee by appointment from among their number.
The audit committee shall have power to fix its quorum at not less than a majority of its members and to determine its own rules of procedure subject to any regulations imposed by the board of directors from time to time and to the following paragraph.
The auditor of the Society is entitled to receive notice of every meeting of the audit committee and, at the expense of the Society, to attend and be heard thereat, and, if so requested by a member of the audit committee, shall attend every meeting of the committee held during the term of office of the auditor. The auditor of the Society or any member of the audit committee may call a meeting of the committee.
The audit committee shall review the financial statements of the Society prior to approval thereof by the board and shall have such other powers and duties as may from time to time by resolution be assigned to it by the Board, including the duty to recommend to the Board, the appointment of the auditor.
REMUNERATION OF DIRECTORS
9.01 No person shall be entitled to any remuneration by reason solely of being a director or an officer (with the exception of the Senior Staff Officer) of the Society. The directors and officers of the Society shall be entitled to be paid their reasonable out-of-pocket expenses properly incurred by them in connection with the affairs of the Society.
SUBMISSION OF CONTRACTS OR TRANSACTIONS TO MEMBERS FOR APPROVAL
10.01 The directors in their discretion may submit any contract, act or transaction for approval, ratification or confirmation at any annual general meeting of the members or at any special meeting of the members called for the purpose of considering the same and any contract, act or transaction that shall be approved, ratified or confirmed by resolution passed by a majority of the votes cast at any such meeting (unless any different or additional requirement is imposed by the Act or by any other by-law) shall be as valid and as binding upon the Society and upon all the members as though it had been approved, ratified and/or confirmed by every member of the Society.