Article 7: Officers
The Board may designate the offices of the Society, appoint Officers, specify their duties and, subject to the Act, delegate to such Officers the power to manage the affairs of the Society. An Officer may, but need not be, a Director unless the By-law otherwise provide. Two or more Offices may be held by the same person.
Unless otherwise determined by the Board, the term of office of each Officer who is not an employee of the Corporation shall be one (1) year, to expire at the next Annual Meeting following election or appointment. Any Officer who is an employee shall hold office at the pleasure of the Board, or pursuant to terms of employment.
7.2 Chair of the Board
The Chair of the Board, if one is to be appointed, shall be a Director. The Chair of the Board, if any, shall, when present, preside at all meetings of the Board of Directors, the Executive Committee, and of the members. The Chair shall have such other duties and powers as the Board may specify.
The Vice-Chair of the Board, if one is to be appointed, shall be a Director. If the Chair of the Board is absent or is unable or refuses to act, the Vice-Chair of the Board, if any, shall, when present, preside at all meetings of the Board of Directors, the Executive Committee, and of the Members. The Vice-Chair shall have such other duties and powers as the Board may specify.
7.4 Executive Director
The Executive Director shall be the Chief Executive Officer of the Corporation and shall, subject to the direction of the Board and/or the Chair of the Board, supervise and control the operations of the Corporation.
The Executive Officer, if any, shall have the right to receive notice of, to attend and to speak at but not to vote at all meetings of the Board, any committee of the Board, including the Executive Committee, and any meeting of the Members, except those meetings where the terms of employment, compensation or performance of the Executive Director are discussed.
The Secretary shall do or cause the following to be done:
(a) act as secretary of each meeting of the Society, the Board and Executive Committee;
(b) attend all meetings of the Society, the Board and the Executive Committee to record all facts and minutes of those proceedings in the books kept for that purpose;
(c) give all notices required to be given to the Members and to the Directors and the Executive Committee;
(d) be the custodian of all books, papers, records, correspondence and documents belonging to the Society; and
(e) perform the other duties prescribed by the Board or Executive Committee.
The Treasurer shall do or cause the following to be done:
(a) keep or cause to be kept full and accurate accounts of all receipts and disbursements of the Society in proper books of account;
(b) deposit all moneys or other valuable effects in the name and to the credit of the Society in the bank or banks from time to time designated by the Board or Executive Committee;
(c) disburse the funds of the Society under the direction of the Board or Executive Committee;
(d) render to the Board or Executive Committee, whenever required, an account of all transactions as Treasurer and of the financial position of the Society;
(e) co-operate with the Public Accountant of the Society during any audit of the accounts of the Society; and
(f) perform the other duties prescribed by the Board or Executive Committee.
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 Officer Vacancies
(a) Any Officer may be removed by Ordinary Resolution of the Board at a meeting of which notice of intention to present such resolution has been given to all Directors.
(b) If the office of any Officer of the Society shall be or become vacant, the Directors may, by resolution, appoint a person to fill such vacancy.
Any Officer who is a Director shall not be entitled to remuneration for acting as such, but shall be entitled to reimbursement for reasonable expenses incurred in carrying out his or her duties. The Board shall fix the remuneration of any other Officers or employees, or may delegate such responsibility to the Chair of the Board.