Article 4: Board of Directors
4.1 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.
(i) Without limiting the generality of the foregoing, the Board may, without authorization of the Members:
(ii) borrow money on the credit of the Society;
(iii) issue, reissue, sell, pledge or hypothecate debt obligations of the Society;
(iv) give a guarantee on behalf of the Society to secure performance of an obligation of any person; and
(v) 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.
(vi) The Board may, by resolution, delegate the powers referred to in this Section 4.1 to a Director, a committee of Directors or an Officer.
4.2 Size of the Board
(a) 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.
(b) Immediately following confirmation of this Amended and Restated By-Law by the Members, the number of Directors shall be fixed at twelve (12) Directors. The Members thereafter delegate to the Board the right to fix the number of Directors from time to time.
(a) Each Director shall:
(i) be an Individual Member in good standing of the Society;
(ii) be an individual who is at least eighteen (18) years of age;
(iii) not have the status of a bankrupt; and
(iv) not be a person who has been declared incapable by a court in Canada or elsewhere.
(v) If a person ceases to be qualified as provided in this section 3.3, the person thereupon ceases to be a Director and the vacancy so created may be filled in the manner prescribed by section 3.5.
4.4 Terms of Directors
(a) Each Director elected hereunder will have a term of three (3) years, to expire at the third Annual Meeting following election, or, if no successor is elected at the Annual Meeting, to expire when a successor is elected.
(b) A Director is eligible for election for two consecutive full terms, and afterwards is not eligible for re-election until a period of eleven (11) months has elapsed from the date such person ceases to be a Director.
4.5 Removal of Directors
(a) The Members may, by Ordinary Resolution, at a Special Meeting remove any Director from office for any reason before expiration of the Director’s term of office and may elect a person to replace the removed Director for the remainder of the term of office.
(b) Where the Members do not fill the vacancy created by the removal of a Director, the vacancy may be filled in accordance with section 4.6.
(c) A Director may resign as a Director of the Society by submitting a formal written resignation to the Secretary, which shall be effective at the time the written resignation is sent to the Society or at the time specified in the resignation, whichever is later.
(d) Except as provided in the Act, so long as a quorum of the Directors remains in office, a vacancy on the Board may be filled by Ordinary Resolution of the Directors of the Society for the balance of the term vacated. If no quorum of Directors exists, the remaining Directors shall call a Special Meeting to fill a vacancy on the Board.
(e) The Directors may not fill a vacancy resulting from an increase in the number or the minimum or maximum number of Directors provided for in the Articles or a failure to elect the number or minimum number of Directors provided for in the Articles.