Section 5. Directors

Directors are required to be members of the Corporation and meet the conditions of 126(1 ) of the Act and shall manage or supervise the activities and affairs of the Corporation . No person shall act for an absent director at a meeting of directors.

The board of directors administers the affairs of the Corporation including changes in by-laws, makes banking arrangement, enters into contracts with employees or agents of the corporation, and transacts any other business .

5.01. Directors’ Fiduciary Duties

Directors will be subject to the same duty and standard of care as directors of business corporations: an explicit duty to act honestly and in good faith, in the best interest of the corporation, and to exercise the care diligence and skill of a reasonably prudent person in similar circumstances.

5.02. Remuneration of Directors

Directors shall serve without remuneration and no Director shall directly or indirectly receive any profit from his or her Directorship. As determined by the Board, directors may be paid for reasonable expenses incurred in the performance of such Director’s duties.

5.03. Election and Term

Subject to Subsection 128(3) of the Act the members of the Corporation elect directors by ordinary resolution at the first meeting of members and at each succeeding annual meeting at which an election of directors is required, and the directors shall be elected to hold office for a term of four years.

5.04. Number of Directors

Subject to the articles, the number of directors shall be between five (5) and twenty (20) as determined by resolution of the members .

5.05. Board of Directors

The Board of Directors shall include:

(a) Officers of the Corporation

(b) Elected chairs of Constituencies defined under 9.01 (Constituencies )

(c) Chairs of the Standing Committees defined under 6.07c (Standing Committees)

(d) Additional Directors Subject to the Articles, the directors may appoint one or more additional directors, who shall hold office for a term expiring no later than the close of the next annual meeting of members, but the total number of directors so appointed may not exceed one third of the number of directors elected at the previous annual meeting of members and the total shall not exceed the number prescribed under Section 5.04.

(need to allow designates in the Operations manual)

5.06. End of term and Vacancies

Subject to the articles of the Act, a Director’s term ends when he or she:

(a) Dies;

(b) Resigns;

(c) Is removed from office by the members, or by a unanimous vote by the directors excluding the director the vote concerns;

(d) Is declared to be incapable by the court;

(e) Becomes bankrupt; or

(f) Has their term of office expire. However, where a Director was elected by a class or group of members that had an exclusive right to elect him or her, the director may only be removed by an ordinary resolution of that class or group of members .

5.07. Replacement of a Director

Where a Director was not elected by a class or group of members that had an exclusive right to elect him or her, a quorum of directors may appoint a member of the Corporation to fill a vacancy among the directors , except a vacancy resulting from an increase in the number or the minimum or maximum number of directors provided for in the articles or a failure to elect the number or minimum number of directors provided for in the articles . The director appointed or elected to fill the vacancy holds the office for the unexpired term of the predecessor .