Article 7: Officers

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

7.1 Appointment

Except as expressly provided herein, the Members have the power to appoint any of the Officers set out in this Article 7. Officers shall be appointed for up to a three (3) year term, except for the President-Elect who shall hold office for a one (1) year term that coincides with the last year in office of the outgoing President. Any two (2) offices, except the President and President-Elect, may be held by the same individual. To the greatest extent possible, Officers shall be Directors of the Society and their term of office shall coincide with their term as Director.

7.2 President

The President shall be chair of the Board and the chief executive officer of the Society, and shall be responsible for implementing the strategic plans and policies of the Society. He/she shall have the general and active management of the affairs of the Society. He/she shall see that all orders and resolutions of the Board are carried into effect and shall perform such other duties as may be determined by the Board from time to time, including, but not limited to, mentoring the President-Elect during the President’s last year in office.

7.3 President-Elect

The President-Elect shall, during his/her term, which term shall be concurrent with the last year in office of the President, be mentored by the President for the office of President and shall perform such other duties as may be determined by the Board from time to time. At the end of the President-Elect’s one (1) year term in office, he/she shall automatically assume the office of President for a three (3) year term, unless the Board determines that the President-Elect should not assume the office of President based upon his or her performance as the President-Elect.

7.4 Vice-President

The Members may appoint a Vice-President who will exercise any powers and perform any duties that the Board may specify. During the absence or disability of the President (if there is no President-Elect), the President’s duties will be performed by the Vice-President or by any other Officer who is designated by the Board to exercise those powers. During the absence or disability of the President-Elect, the President-Elect’s duties will be performed by the Vice-President or by any other Officer who is designated by the Board to exercise those powers.

7.5 Secretary

The Members may appoint a Secretary who, unless otherwise determined by the Board, will attend and be the secretary of all meetings of the Board, the Members and committees of the Board. The Secretary will enter or cause to be entered in records kept for that purpose minutes of all proceedings at meetings of the Board, the Members and committees of the Board, whether or not the Secretary attends those meetings; the Secretary will give or cause to be given, as and when instructed, all notices to the Members, Directors, Officers, the public accountant, members of committees of the Board and any other persons or person designated by the Board; the Secretary will be the custodian of all books, papers, records, documents and instruments in writing belonging to the Society, except when some other Officer has been appointed for that purpose; and the Secretary will have any other powers and duties as the Board may specify.

7.6 Treasurer

The Members may appoint a Treasurer who, unless otherwise determined by the Board, will keep proper accounting records in compliance with the Act and will be responsible for the deposit of money and the disbursement of funds of the Society, and will have any other powers and duties as the Board may specify.

7.7 Agents and Attorneys

The Board will have power to appoint agents or attorneys for the Society in or out of Canada with any powers of management (including the power to sub-delegate) that the Board deems appropriate.

7.8 Term of Office

(a) Each Officer shall hold office until:

(i) the Officer’s term of appointment expires;

(ii) the appointment of a successor;

(iii) the Officer’s resignation by delivery of a written resignation to the Secretary of the Society;

(iv) the Officer’s removal by resolution of the Board; or

(v) the Officer’s death.

(b) If the office of any Officer of the Society shall be or becomes vacant, the Directors may by resolution appoint a person to fill such vacancy for the remainder of the predecessor’s term.

(c) Should any Officer who is a Director be removed from office or should the Board determine that the President-Elect should not assume the office of President, he/she shall be deemed to have submitted his/her resignation as a Director to the Society effective the date of removal as an Officer.

7.9 Remuneration

The Board may determine a reasonable remuneration for all agents, attorneys, Officers and employees of the Society. Unless otherwise determined by the Board, the Officers will be entitled to be reimbursed for reasonable expenses properly incurred by them in performing their duties.