Article 9: Executive Committee
(a) The Board may establish an Executive Committee by electing, by Ordinary Resolution from among its number, such number of members that is not less than three (3). The Board may delegate to the Executive Committee any of the powers of the Directors except those powers listed in section 8.3.
(b) The Executive Committee shall be composed of the Officers who are also Directors. The Chair of the Board shall be ex officio the Chair of the Executive Committee. Each member of the Executive Committee shall serve during the pleasure of the Board and, in any event, only for as long as such member shall be a Director. The Board may fill vacancies in the Executive Committee by election from among its number. If and whenever a vacancy exists in the Executive Committee, the remaining members may exercise all their powers so long as a quorum remains in office.
Subject to the By-Law of the Society, during the intervals between the meetings of the Board, the Executive Committee shall possess and may exercise all the powers of the Board in the management and direction of the affairs and business of the Society in such manner as the Executive Committee deems to be in the best interests of the Society.
9.3 Meetings of the Executive Committee
Meetings of the Executive Committee shall be held at any time and place determined by the Executive Committee provided that written notice of the meeting be given in the same manner and within the same time frame as meetings of the Board, as required by section 5.2. No error or omission in giving notice of any meeting of the Executive Committee shall invalidate the meeting. Any member of the Executive Committee may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings made during the meeting.
The Executive Committee shall have power to fix its quorum at not less than a majority of its members and may fix its own rules of procedure. The Executive Committee shall keep minutes of its meetings recording all action taken by it, and a summary of the meeting shall be submitted to the Board at least annually.
9.5 Place of Business
Meetings of the Executive Committee may be held at the registered office of the Society or at any other place within or outside the geographical location of the registered office as specified in the notice calling the meeting.
9.6 Meetings by Electronic Conference
(a) Each member of the Executive Committee may participate in a meeting by means of an electronic or other communication device that permits all participants to communicate adequately with each other during the meeting. Any person participating by electronic conference is deemed to be present at that meeting. Any security, confidentiality or other considerations with respect to the conduct of such a meeting shall be as determined by the Executive Committee from time to time.
(b) The chair of the Executive Committee may call a meeting of the Executive Committee and provide that the meeting be held entirely by telephone or electronic means that permits all participants to communicate adequately with each other during the meeting.