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4.1 The directors may exercise all such powers and do all such acts and things as the Society may exercise and do, and which are not by these by-laws or statute or otherwise lawfully directed or required to be exercised or done by the Society in general meeting, but subject, nevertheless, to the provisions of a) all laws affecting the Society b) these by-laws, and c) rules, not being inconsistent with these by-laws, which are made from time to time by the Society in general meeting.No rule, made by the Society in general meeting, invalidates a prior act of the directors that would have been valid if that rule had not been made. 4.2 The President, Vice President, Secretary, and Treasurer and one or more other persons appointed upon incorporation or as determined by the members shall be officers of the society. 4.3 An officer must be a Director and ceases to be an officer when he ceases to be a Director 4.4 There shall be 10 directors or such other number as determined by the Board of Directors and ratified by the members. 4.5 The first Directors shall retire at the first AGM. 4.6 The Directors shall retire at the expiration of their term, when their successors will be elected. 4.7 A Director shall be elected at the AGM for one term. 4.8 Unless otherwise provided by the members present at the AGM, the officers shall be elected by the Directors from among the Directors at the first meeting of the Directors following the AGM and in the manner approved by the Directors. 4.9 Election of directors at the AGM shall be determined by the ballots. 4.10 Officers shall serve for one officer term, upon election. 4.11 The directors may at any time appoint a member as a Director to fill a vacancy in the Directors. 4.12 The directors may at any time appoint a Director to fill any officer vacancy 4.13 A Director appointed under By-law 4.11 holds office until the next AGM. 4.14 An officer appointed under by-law 4.12 shall serve the unexpired officer term of the officer he is replacing. 4.15 If a Director or officer ceases to hold office, the remaining Directors shall appoint a replacement in accordance with these by-laws. 4.16 No act or proceeding of the Directors in invalid only by reason of there being less than the prescribed number of Directors in office. 4.17 The qualification for Director shall coincide with qualification for membership in the Society. A director shall cease to be a Director at the time he ceases to be a member of the Society. 4.18 A director who is directly or indirectly, interested in a proposed contract or transaction with the Society shall disclose fully and promptly the nature and extent of his interest to each other director. 4.19 No Director or officer shall be remunerated for being or acting as a Director or officer but a Director or officer may be reimbursed for all expenses necessarily and reasonably incurred by him while engaged in the affairs of the Society. |