Section 6. Meeting of Directors

6.01. Calling of meeting

Any Officers of the Corporation may call meetings of the board.

If the directors or members of a corporation call a meeting of members under this Act and if the by-laws so provide, those directors or members, as the case may be, may determine that the meeting shall be held, in accordance with the regulations, if any, entirely by means of a telephonic, an electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting .

6.02. Notice of meeting

Notice of the time and place of a meeting of the board shall be given to every director by electronic or other communication facility to each member entitled to vote, during a period of 7 days before the time when the meeting is to be held. Notice of a meeting shall not be necessary if all of the directors are present, and none objects to the holding of the meeting, or if those absent have waived notice of or have otherwise signified their consent to the holding of such meeting. Notice of an adjourned meeting is not required if the time and place of the adjourned meeting is announced at the original meeting. No notice of meeting need specify the purpose or the business to be transacted at the meeting except that a notice of meeting of directors shall specify any matter referred to in subsection 138(2) (Limits on Authority) of the Act that is to be dealt with at the meeting .

6.03. Number and quorum

Subject to the by-laws, a director may, in accordance with the regulations, if any, and if all the directors of the corporation consent, participate in a meeting of directors or of a committee of directors by means of a telephonic, an electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting. A director so participating in a meeting is deemed for the purposes of this Act to be present at that meeting . Until changed by by-law, the number of Directors of the Corporation and the quorum thereof for the transactions of any business at any meeting of the Board shall be the number determined by resolution of the members and otherwise, a majority of the number of directors. Notwithstanding vacancies, the remaining directors may exercise all the powers of the Board provided so long as quorum of the board remains in office provided that :

(a) If there is failure of quorum at a meeting those directors present at such meetings shall have the right to adjourn the meeting for at least 48 hours and, provided notice of such adjourned meeting is given to the directors not present, to reconvene the meeting at a time and date set out in the adjournment; and

(b) At such reconvened meeting, the directors present, provided the number is not less than the minimum number prescribed in the articles, shall constitute quorum.

6.04. Regular meetings

The board may appoint a day or days in a month or months for regular meetings of the board at a place and hour. Notice fixing the place and time of such a regular meeting of the board shall be sent to each director forthwith, but no other notice shall be required for any such regular meeting except if subsection 136(3) (Notice of Meeting) of the Act requires the purposes thereof or the business to be transacted to be specified in notice.

6.05. Chair

The chair of any meeting of the board shall be the President, or, if the President is absent or unable or refuses or fails to act, the Vice-President. If both such officers are absent or unable or refuse or fail to act, the directors may choose a Chair from among their number. The Chair may not vote except to break a tie.

6.06. Votes to govern

At all meetings of the board, a majority of votes cast on the question shall decide every question. In case of an equality of votes, the Chair of the meeting shall have a casting vote. If the question concerns the removal of a Director that Director is not eligible to vote on the question.

6.07. Committees

The board from time to time appoint any committee, or other advisory body, as it deems necessary or appropriate for such purposes and, subject to the Act, with such powers as the board shall see fit. Any such committees may formulate its own rules of procedure, providing that they are not in conflict with the vision, mission, goals or by-laws of the Corporation and subject to such regulations or directions as the board may from time to time make. Any committee member may be removed by resolution of the board .

Without limiting the foregoing the Corporation may have the following Committees:

(a) Executive Committee.

The board may provide for the creation of an Executive Committee comprising the Officers of the Corporation. The committee shall exercise such powers as are authorized by the board. Any Executive Committee member may be removed by a majority vote of the board (Suggested change made by Board February 19, 2016 that will require approval.).

The board may provide for the creation of an Executive Committee comprising the Officers of the Corporation, the Chairs of the constituencies described under 9.01 (Constituencies), and one additional director appointed at the discretion of the board. The committee shall exercise such powers as are authorized by the board. Any Executive Committee member may be removed by a majority vote of the board .

(b) Nomination Committee.

The board may provide for the creation of a Nominations Committee consisting of three members of the Corporation, for the election of Directors pursuant to Section 5.03 (Directors – Election and Term), and, unless specified otherwise, the Committee shall report to the Secretary of the Corporation.

(c) Standing Committees.

The board may provide for the creation of Standing Committees that are empowered with completing certain tasks, as assigned by the board that are vital to the function of the Corporation. The chair of a Standing Committee is a director of the Corporation and elected pursuant to 5.03 (Directors – Election and term) and subject to approval by the board. As required, and subject to the approval of the board, the Chair may appoint a co-chair that shares the one vote on the Board. The standing committee includes members of the Corporation and persons drawn from pools of appropriate expertise.

On approval by the board and to more equitably distribute the work of the committee it may form subcommittees and elect, from the members of the Corporation, a coordinator for the subcommittee.