Article 11—Officers

11.01

The Officers of the Corporation shall be a President, Vice-President, Secretary, Treasurer, and any such other Officers as the Board may by by-law determine. Any two offices may be held by the same person. 

11.02

The First Officers of the Corporation shall be those persons who held the identically-named positions immediately prior to the incorporation of The Society for Teaching and Learning in Higher Education / La Société pour l’avancement de la pédagogie dans l’enseignement supérieur, notwithstanding that any such position may differ at law or in any other material aspect from its corresponding office in the incorporated Corporation.

 

11.02.01

Subject always to these By-laws and the Act, each First Officer’s term of office shall continue until their successor is elected or appointed PROVIDED THAT every such First Officer shall be entitled to serve for the remainder of their term, with such term being determined by calculating the number of days such First Officer served in the corresponding position in The Society for Teaching and Learning in Higher Education / La Société pour l’avancement de la pédagogie dans l’enseignement supérieur immediately and without interruption prior to its incorporation and subtracting this number from the total number of days in the term herein provided-for respecting each applicable office.

11.03

Every Officer must be a Member of the Corporation.

11.04

The President shall be an Executive Director of the Corporation and shall be entitled to vote at all meetings thereof, and shall be selected as follows:

 

11.04.01

There shall an Election for the Position of President-Elect, pursuant to Article 9 hereof, and which Election shall include the posting of the duties of both the President-Elect and the President.

 

11.04.02

The person so elected shall be the President-Elect.

 

11.04.03

The President-Elect shall assume the position of President immediately upon the expiration of the Term or the Extended Term (each as defined at Article 11.09.01) of the incumbent President or upon the office of President being or becoming vacant, whichever shall earlier occur. The office of President-Elect shall be deemed to be vacated immediately and forthwith upon the appointment of the incumbent President-Elect to the office of President. 

 

11.04.04

The President-Elect shall be selected at least one year before the scheduled end of the incumbent President’s Term and shall serve as President-Elect until the Term or the Extended Term of the current president has expired or has otherwise been terminated.

11.05

The Vice-President shall be an Executive Director of the Corporation and shall be entitled to vote at all meetings thereof, and shall be selected at an Election pursuant to Article 9 hereof.

 

11.05.01

The person so elected shall assume the position of Vice-President immediately upon the expiration of the term of the incumbent Vice-President or upon the office of Vice-President being or becoming vacant, whichever shall earlier occur.

11.06

The Secretary shall be an Executive Director of the Corporation and shall be entitled to vote at all meetings thereof, and shall be selected at an Election pursuant to Article 9 hereof.

 

11.06.01

The person so elected shall assume the position of Secretary immediately upon the expiration of the term of the incumbent Secretary or upon the office of Secretary being or becoming vacant, whichever shall earlier occur.

11.07

The Treasurer shall be an Executive Director of the Corporation and shall be entitled to vote at all meetings thereof, and shall be selected at an Election pursuant to Article 9 hereof.

 

11.07.01

The person so elected shall assume the position of Treasurer immediately upon the expiration of the term of the incumbent Treasurer or upon the office of Treasurer being or becoming vacant, whichever shall earlier occur.

11.08

The Past President shall be that person that, at any given time, is the person that has most recently vacated the office of President without being re-appointed to that office pursuant to Article 11.04 PROVIDED THAT the said prospective Past President was not removed from the office of President by the Board or by the operation of Article 11.11, AND PROVIDED FURTHER that the Board in its sole discretion may waive the operation of Article 11.11.01 with respect to this Article 11.08.

11.09

Officers other than the President, Vice-President, Secretary and Treasurer of the Corporation shall be appointed by resolution of the Board at the first meeting of the Board following each Annual General Meeting.

 

11.09.01

The President shall hold office for a term of THREE (3) years (the “Term”) with the option, at his or her sole discretion, to serve an additional ONE (1) year term (the “Extended Term”) IF AND ONLY IF the President delivers written notice of his or her intention to serve said Extended Term to the Secretary no later than NINETY (90) days prior to the end of the Term.

 

11.09.02

The President shall be deemed to resign the position of President at 5:00 p.m. on the date of expiry of the Term or the Extended Term as the case may be.

 

11.09.03

The President-Elect and the Past President shall hold office upon the terms set-out in Articles 11.04.03 and 11.07 hereof respectively but in no event for longer than FOUR (4) years.

11.10

Save for the President, and Vice-President, the Officers of the Corporation shall hold office for FOUR (4) years from the date of their respective appointments or elections or until their successors are either elected or appointed. All Officers shall be subject to removal by resolution of the Board at any time.

 

11.10.01

The President shall hold office for a term of THREE (3) years (the “Term”) with the option, at his or her sole discretion, to serve an additional ONE (1) year term (the “Extended Term”) IF AND ONLY IF the President delivers written notice of his or her intention to serve said Extended Term to the Secretary no later than NINETY (90) days prior to the end of the Term. 

 

11.10.02

The President shall be deemed to resign the position of President at 5:00 p.m. on the date of expiry of the Term or the Extended Term as the case may be. 

 

11.10.03

The President-Elect and the Past President shall hold office upon the terms set-out in Articles 11.04.03 and 11.08 hereof respectively but in no event for longer than FOUR (4) years.

 

11.10.04

upon death of the Officer PROVIDED THAT if any vacancy shall occur for any reason in this paragraph contained, the Board may by majority vote appoint another Member to fill the vacancy so created, with such appointment expiring upon the expiration of the remainder of the term of the Officer of the office so vacated.

11.11

A particular office shall be automatically vacated: 

 

11.11.01

if an Officer has resigned his or her office by delivering a written resignation to the Secretary of the Corporation;

 

11.11.02

if the Officer is found by a Court of competent jurisdiction to be of unsound mind; 

 

11.11.03

if the Officer becomes bankrupt or suspends payment or compounds with his or her creditors; or 

 

11.11.04

upon death of the OfficerPROVIDED THAT if any vacancy shall occur for any reason in this paragraph contained, the Board may by majority vote appoint another Member to fill the vacancy so created, with such appointment expiring upon the expiration of the remainder of the term of the Officer of the office so vacated.

11.12

Notwithstanding the proviso contained in the foregoing Article 11.11, should the office of President be vacated pursuant to that Article, the President-Elect shall be appointed to that office as hereinbefore set-out and shall serve in that office: 

 

11.12.01

if appointed during the Term, then for the remainder of the Term; and 

 

11.12.02

if appointed during the Extended Term, then for the remainder of the Extended Term; following which time the President-Elect will commence his or her full Term as President as defined in Article 11.10.01.

11.13

If the office of President-Elect is vacant at the time the office of President is vacated, the Board will appoint the Vice-President to fill the vacancy in the office of President so created, with such appointment expiring upon the expiration of the remainder of the Term or the Extended Term, as the case may be, that the Officer vacating the office of President would have served had that office not been vacated.