Article 3: Board of Directors

STLHE By-law No. 1 was prepared and translated by Gowling WLG, Ottawa, ON. (June 2016)

3.1 Powers of the Board

(a) The Board shall manage or supervise the management of the activities and affairs of the Society in all things. The Board may make or cause to be made for the Society, in its name, any kind of contract which the Society may lawfully enter into and may exercise all such other powers and do all such other acts and things as the Society is authorized to exercise and do.

(b) Without limiting the generality of the foregoing, the Board may:

(i) borrow money on the credit of the Society;

(ii) issue, reissue, sell, pledge or hypothecate debt obligations of the Society;

(iii) give a guarantee on behalf of the Society to secure performance of an obligation of any person; and

(iv) mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the Society, owned or subsequently acquired, to secure any obligation of the Society.

The Board may, by resolution, delegate the powers referred to in this Section 3.1 to a Director, a committee of Directors or an Officer.

3.2 Size of Board

The Board will consist of a minimum of five (5) Directors and maximum of twenty (20) Directors, at least two (2) of whom are not officers or employees of the Society or its affiliates. The number of Directors shall be determined from time to time by resolution of the Board. All Directors shall be Individual Members of the Society.

3.3 Term of Directors

Each Director elected hereunder will have a term of up to three (3) years or until their successor is elected, whichever is later.

3.4 Removal of Directors

(a) The office of Director shall be automatically vacated:

(i) if the Director is less than eighteen (18) years of age;

(ii) if the Director is declared incapable by a court in Canada or in another country;

(iii) if the Director has the status of a bankrupt;

(iv) if the Director resigns his or her office in accordance with Section 3.4(c); or

(v) on the Director’s death.

(b) The Members may, by resolution, at a special meeting remove any Director from office for any reason.

(c) The office of Director shall be vacated upon the written resignation of the Director, effective at the time the written resignation is sent to the Society or at the time specified in the resignation, whichever is later. Notwithstanding the foregoing, a Director will be deemed to have resigned in the event that he or she ceases to be an Individual Member, unless the Board otherwise determines.

3.5 Vacancies

(a) Subject to the Act, a quorum of the Board may fill a vacancy among the Directors, except a vacancy resulting from:

(i) a failure to elect the minimum number of Directors provided for in the Articles; or

(ii) an increase in the minimum or maximum number of Directors provided for in the Articles.

(b) Subject to the Act, if there is not a quorum of the Board, or if the vacancy has arisen in the circumstances referred to in Section 3.5(a), the Directors then in office will forthwith call a special meeting of the Members to fill the vacancy and, if they fail to call a meeting or if there are no Directors then in office, the meeting may be called by any Member.

(c) A Director appointed to fill a vacancy will only hold office for the unexpired term of their predecessor.