Section 7 Officers

7.01. Description of Offices

Subject to the articles, the by-laws and any unanimous agreement of the members, the directors may designate the offices of the Corporation and appoint as officers any director, specify their duties and delegate them powers to manage the activities and affairs of the corporation, except powers to do anything referred to in subsection 138(2) of the act. All officers are directors and two offices of the corporation may be held by the same person . The offices of the Corporation include:

(a) President.

The president shall be the chair of the board and the chief executive officer of the Corporation and shall be responsible for implementing the strategic plans and policies of the corporation. The president, subject to the authority of the board, have general supervision of the affairs of the Corporation. The last year of the President’s term of office overlaps the President-elect and during that time he serves as a mentor to the President-elect .

(b) President-elect

The President-elect’s term is concurrent with the last year of the President’s term of office and, during that year, is mentored by the outgoing president on the role and responsibilities of president .

(c) Vice-president

In the absence of a President-elect, shall perform the duties of President if the President is unable or refuses or fails to act and has such powers and duties as the board may specify .

(d) Secretary

The secretary shall attend and be secretary for all meetings of the board, members meetings, and is required to keep a record of committee meetings. The secretary shall insure compliance of the Act. The secretary shall enter or cause to be entered in the Corporation’s minute book, minutes of members and directors meetings and Executive Committee meetings; the secretary shall give, or cause to be given, as and when instructed, notices to members, directors and public accountant and members of committees. The secretary shall be custodian of all non-financial books, papers, records, documents and other instruments belonging to the Corporation .

(e) Treasurer

The treasurer shall be custodian of all financial books, papers, records, document and other instruments belonging to the Corporation . The powers and duties of all other officers of the corporation shall be such as the terms of their engagement call for or the board requires of them. The board may, from time-to-time, and subject to the Act, vary, add or limit the powers and duties of an officer.

7.02. Vacancy in Office

In the absence of a written agreement to the contrary, the board may remove, whether for cause, or without, any officer of the Corporation . Unless so removed, an officer shall hold office until the earlier of :

(a) the officer’s successor being appointed,

(b) the officer’s resignation

(c) such officer ceasing to be a director, or

(d) such officer’s death

If the office of any officer of the Corporation shall be or become vacant, the director’s may, by appointment select a member of the Corporation to fill such a vacancy. If the vacant position was held by a director of the Corporation the term of the appointment will be the duration of the term of the director vacating the office.