Article 8—Directors’ Meetings


There shall be at least TWO (2) meetings per year of the Board, one of which shall be held at the Corporation’s Annual Conference and the other during the winter, defined for the purposes of these By-laws as the period between October 15 and March 1.


Meetings of the Board may be held at any time and place to be determined by the Directors provided that SEVENTY-TWO (72) hours written notice of such meeting shall be given by mail, e-mail or facsimile, to each Director.



Notice by mail shall be sent at least FOURTEEN (14) days prior to the meeting and notice sent in this manner shall be deemed to have been received at least SEVENTY- TWO (72) hours prior to such meeting except in the case of a general interruption of mail services.


A Director may participate in a meeting of the Board or, if applicable, of a committee of the Board, by means of such telephone or other communication facilities as permit all persons participating in the meeting to hear each other.


Where a Director is unable to attend a Directors’ Meeting in person and attendance by teleconference or other similar electronic means is not possible, a Director may be allowed to vote on each separate motion properly made at the meeting by means of a detailed written voting ballot.



Each such ballot will only be counted if the motion on the table at the meeting is identical to that contained in the mail ballot.



All background material made available to Directors at the meeting must also have been made available to the Directors exercising their votes by mail ballot.



A mail ballot cannot replace a Director for the purposes of establishing a quorum at a Directors’ Meeting.



Mail ballots must be received by the Secretary of the Corporation at least FORTY-EIGHT (48) hours prior to the commencement of the Directors’ Meeting to which they will be applied. Such mail ballots must be accompanied by a written declaration of any conflict of interest that the Director exercising such vote by mail ballot would have been required to declare pursuant to the Act should that Director have attended the meeting in person.


No error or omission in giving notice of any meeting of the Board or any adjourned meeting of the Board shall invalidate such meeting or make void any proceedings taken thereat and any Director may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat.


Each Director is authorized to exercise ONE (1) vote.


A majority of Directors in office from time to time, but no less than five (5) Directors, shall constitute a quorum for meetings of the Board. Any meeting of the Board at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions set- out by or under these By-laws.