Article 6: Board of Directors

6.01 The property and business of the corporation shall be managed by the Board of Directors, which shall be comprised of a minimum of FIVE (5) Directors and a maximum that shall be the sum of the total number of Directors allocated to the Regions (as defined in Article 6.02) as determined by the Board from time to time pursuant to Article 6.03, plus the number of General Directors as specified and defined by Article 6.05, plus the number of ex officio Directors as specified by Article 6.06 hereof.

6.02 The Board shall include (if selected pursuant to Article 6.04) ONE (1) representative from each of the following Regions (“Directors”) as defined by the Corporation:

6.02.01 British Columbia Region;
6.02.02 Alberta Region;
6.02.03 Saskatchewan/Manitoba Region;
6.02.04 Ontario Central Region;
6.02.05 Ontario North and East Region;
6.02.06 Ontario South and West Region;
6.02.07 Anglophone Quebec;
6.02.08 Francophone Quebec;
6.02.09 Nova Scotia Region;
6.02.10 Newfoundland/New Brunswick/P.E.I. Region; and
6.02.11 Northern Region – Nunavut, Northwest Territories, and Yukon Territory.
6.02.12 Francophone Canada.

6.03 The Regions heretofore set out and any additions, amendments or deletions thereto and the number of offices allocated thereto, and the total number of Directors (subject to the limitations set-out in these By-laws and any limitations in the Act) shall be determined from time to time by a majority of the Directors at a meeting of the Board and sanctioned by an affirmative vote of at least TWO THIRDS (2/3) of the Members at a Special Meeting duly called for the purpose of determining the foregoing.

6.04 The Director for any particular Region shall be selected in an election open only to those Members who reside or have their corporate head office in that Region.

6.04.01 The responsibility for establishing procedures governing the selection and appointment of a Director for a Region rests with the Members of that Region and shall be coordinated by such administrator as the Board may determine in its sole discretion from time to time, and any such procedures shall be in compliance with the Act and are subject to adjustment and approval by the Board of Directors in their sole discretion.

6.04.01.1 Regardless of the procedures established, any Director whose term is expiring shall retire at the end of that term but, if qualified, shall be eligible for re-election subject to Article 6.08.

6.05 There shall be two Directors elected from the Members at large (“General Directors”), and selected at an Election pursuant to Article 9 hereof.

6.05.01 One General Director must be a Student. If such General Director shall cease to be a Student during that person’s term of office, that person shall be deemed to have resigned as Director immediately upon such cessation.

6.06 The following persons shall be ex officio Directors of the Corporation, and shall be entitled to vote at all meetings thereof:

6.06.01 the Chairs of the Constituencies;
6.06.02 the Chair of the Awards Committee;
6.06.03 the Chair of the Publications Committee;
6.06.04 the Secretary of the Corporation;
6.06.05 the Treasurer of the Corporation;
6.06.06 the President of the Corporation;
6.06.07 the Past President of the Corporation; and
6.06.08 the President-Elect of the Corporation.

6.07 The applicants for incorporation shall become the First Directors of the Corporation, and subject always to these By-laws and the Act, each First Director’s term of office shall continue until a successor from their particular Region is elected or appointed PROVIDED THAT every such First Director shall be entitled to serve for the remainder of their term, with such term being determined by calculating the number of days such First Director served on the Steering Committee of The Society for Teaching and Learning in Higher Education / La Société pour l’avancement de la pédagogie dans l’enseignement supérieur immediately and without interruption prior to its incorporation and subtracting this number from the total number of days in FOUR (4) 365-day years.

6.08 Directors other than ex officio Directors shall serve a term of FOUR (4) years, determined by the Secretary of the Corporation prior to the selection of any given Director and arranged to avoid circumstances in which a majority of Directors would retire in any given year. Such Directors may reapply for office after at least 365 days from the last day that they previously held office.

6.08.01 An ex officio Director shall serve so long as that person remains in the office or position providing for such Directorship, but in no event for longer than FOUR (4) years.

6.09 All Directors must be individuals, at least 18 years of age, with power under law to contract, and must be Members of the Corporation. The majority of the Directors of the Corporation shall, at all times, be persons resident in Canada, and citizens of Canada by birth or naturalization.

6.10 The office of a Director shall be automatically vacated:

6.10.01 if at a Special Meeting of Members, a resolution that said Director be removed from office is passed by a majority of Members;

6.10.02 if such Director has resigned his or her office by delivering a written resignation to the Corporation, with such resignation effective upon its delivery to the Corporation, or, if a time is specified in such resignation, at the time so specified, whichever is later;

6.10.03 if such Director is found by a Court of competent jurisdiction to be of unsound mind;

6.10.04 if such Director becomes bankrupt or suspends payment or compounds with his or her creditors;

6.10.05 upon the death of such Director; or

6.10.06 in the case of an ex officio Director, and in addition to the foregoing, at such time as said Director is removed or resigns from the office or position providing for such ex officio Directorship, with any such resignation effective upon its delivery to the Corporation, or, if a time is specified in such resignation, at the time so specified, whichever is later.

6.10.07 If such a Director is, for any reason, unable to carry out the duties of their office for a period of six months, the Board shall have the option of declaring the position vacant and hold an election for that position, pursuant to Article 9 of the By-laws.

6.11 If any vacancy shall occur for any reason in this Article 6 contained, the Board by majority vote may, by appointment, fill the vacancy so created with a Member whose appointment shall expire upon the expiration of the term that would have remained should that particular office not have been so vacated.

6.12 Notwithstanding the foregoing, should an ex officio Director be removed from the office of Director pursuant to this Article 6, such Director shall further be deemed to have been removed from that office or position providing for such ex officio Directorship and in such case any procedures contained hereinafter with respect to the appointment of that office or position shall apply.

6.13 Directors shall serve without remuneration and no Director shall directly or indirectly receive any profit from his or her Directorship PROVIDED THAT a Director may be paid reasonable expenses incurred in the performance of such Director’s duties.

6.14 Subject to Articles 6.08 and 6.10, a retiring Director shall remain in office until the adjournment of the meeting at which that Director’s retirement is accepted and a successor is elected or appointed, or, if that Director’s successor is elected or appointed through a procedure other than a vote at a meeting, then until the effective time of his or her successor’s election or appointment pursuant to these By-laws, at which time that retiring Director shall be deemed to retire.

6.14.01 In cases other than ex officio Directors, should a successor fail to be elected, the Board by majority vote may, by appointment, fill the vacancy with any Member, such Member to hold said position until his or her replacement is selected pursuant to the provisions of Articles 6.02 and 6.04, or Article 6.05 (as the case may be), but in no event shall such person remain in office longer than FOUR (4) years.