Article 6—Board of Directors

6.01

The property and business of the corporation shall be managed by the Board of Directors, which shall be comprised of a minimum of FIVE (5) Directors and a maximum that shall be determined by the Board from time to time, to include the number of ex officio Directors as specified by Article 6.03, plus the number of Executive Directors as specified by Article 6.04, plus the Chairs of the Standing Committees as specified by Article 16 hereof.

6.02

Any additions, amendments or deletions to the total number of Directors (subject to the limitations set-out in these By-laws and any limitations in the Act) shall be determined from time to time by a majority of the Directors at a meeting of the Board and sanctioned by an affirmative vote of at least TWO THIRDS (2/3) of the Members at a Special Meeting duly called for the purpose of determining the foregoing.

6.03

The following persons shall be ex officio Directors of the Corporation, and shall be entitled to vote at all meetings thereof: 

 

6.03.01

The Chairs of the Constituencies.

 

6.03.02

The Chair of Teaching and Learning Canada /  Enseignement et Apprentissage Canada/Apprentissage Médiation Enseignement.

6.04

The following persons shall be Executive Directors and Officers of the Corporation, and shall be entitled to vote at all meetings thereof: 

 

6.04.01

The President of the Corporation

 

6.04.02

The Vice-President of the Corporation

 

6.04.03

The Treasurer of the Corporation

 

6.04.04

The Secretary of the Corporation

6.05

The applicants for incorporation shall become the First Directors of the Corporation, and subject always to these By-laws and the Act, each First Director’s term of office shall continue until a successor from their particular Region is elected or appointed PROVIDED THAT every such First Director shall be entitled to serve for the remainder of their term, with such term being determined by calculating the number of days such First Director served on the Steering Committee of 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 FOUR (4) 365-day years. 

6.06

Directors shall serve a term of FOUR (4) years, determined by the Secretary of the Corporation prior to the selection of any given Director and arranged to avoid circumstances in which a majority of Directors would retire in any given year. Such Directors may reapply for office after at least 365 days from the last day that they previously held office. 

6.07

All Directors must be individuals, at least 18 years of age, with power under law to contract, and must be Members of the Corporation. The majority of the Directors of the Corporation shall, at all times, be persons resident in Canada, and citizens of Canada by birth or naturalization.

6.18

The office of a Director shall be automatically vacated:

 

6.08.01

if at a Special Meeting of Members, a resolution that said Director be removed from office is passed by a majority of Members; 

 

6.08.02

if such Director has resigned his or her office by delivering a written resignation to the Corporation, with such resignation effective upon its delivery to the Corporation, or, if a time is specified in such resignation, at the time so specified, whichever is later; 

 

6.08.03

if such Director is found by a Court of competent jurisdiction to be of unsound mind; 

 

6.08.04

if such Director becomes bankrupt or suspends payment or compounds with his or her creditors;

 

6.08.05

upon the death of such Director; or 

 

6.08.06

in the case of an ex officio or Executive Director, and in addition to the foregoing, at such time as said Director is removed or resigns from the office or position providing for such ex officio or Executive Directorship, with any such resignation effective upon its delivery to the Corporation, or, if a time is specified in such resignation, at the time so specified, whichever is later. 

 

 6.08.07

if BOTH the Board of Directors and a Special Meeting of Members pass a resolution that said office be removed from the Board of Directors; such resolution to be passed by a majority of the Board and by a majority of Members; 

 

6.08.08 

If such a Director is, for any reason, unable to carry out the duties of their office for a period of six months, the Board shall have the option of declaring the position vacant and hold an election for that position, pursuant to Article 9 of the By-laws.

 

6.08.09

If any vacancy shall occur for any reason in this Article 6 contained, the Board by majority vote may, by appointment, fill the vacancy so created with a Member whose appointment shall expire upon the expiration of the term that would have remained should that particular office not have been so vacated.

6.10

Notwithstanding the foregoing, should an ex officio or Executive Director be removed from the office of Director pursuant to this Article 6, such Director shall further be deemed to have been removed from that office or position providing for such ex officio or Executive Directorship and in such case any procedures contained hereinafter with respect to the appointment of that office or position shall apply.

 

6.10.01

Notwithstanding the foregoing, should a Director be removed from the office of Director pursuant to Article 6.08.07, such Director shall be allowed to complete their term on the Board as a voting, pro tem Director.

6.11

Directors shall serve without remuneration and no Director shall directly or indirectly receive any profit from his or her Directorship PROVIDED THAT a Director may be paid reasonable expenses incurred in the performance of such Director’s duties.

6.12

Subject to Articles 6.06 and 6.08, a retiring Director shall remain in office until the adjournment of the meeting at which that Director’s retirement is accepted and a successor is elected or appointed, or, if that Director’s successor is elected or appointed through a procedure other than a vote at a meeting, then until the effective time of his or her successor’s election or appointment pursuant to these By-laws, at which time that retiring Director shall be deemed to retire. 

 

6.12.01

In cases other than ex officio or Executive Directors, should a successor fail to be elected, the Board by majority vote may, by appointment, fill the vacancy with any Member, such Member to hold said position until his or her replacement is selected, but in no event shall such person remain in office longer than FOUR (4) years.