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BY-LAW 7 – BOARD OF DIRECTORS

7.01 The Board shall be composed as follows:

  1. one (1) Director from each of the member organizations with voting rights;
  2. the President;
  3. the Vice-President
  4. three (3) Regional Representatives; and
  5. the immediate Past President (or the person named to replace the Immediate Past President), each with voting rights
7.02 The Executive Director acts as advisor to the Board without voting rights.
7.03 Members name, appoint or elect their representatives to the Board in accordance with their own by-laws.
7.04 Each Member organization is entitled to name one representative as an observer, who may participate in the debate without voting rights.
7.05 Each Member may remove its representative in accordance with its own BY-LAWS.
7.06 A director shall hold office until the Member organization names a successor and advises the Executive Director of ACER-CART.
7.07 The position of Director shall be automatically vacated:

  1. if the Board member or Director ceases to be a member of the Member organization that elected said board member or director;
  2. if a Member organization names or elects a replacement and informs the Executive Director of ACER-CART in writing;
  3. if a Board member or Director has resigned by delivering a written resignation to the secretary of their member organization;
  4. if a Board member or Director is found by a court to be of unsound mind.
7.08 Meetings of the Board may be held at any time and place to be determined by the directors provided that seventy-two (72) hours notice other than by mail of such meeting shall be given to each director. Notice of any meeting where business is transacted shall contain sufficient information to permit Members to form reasoned judgment on decisions to be taken.
7.09 No error or omission in giving notice of any meeting of the Board shall invalidate such meeting or make void any proceedings taken thereat. Any director may at any time, waive notice of any such meeting.
7.10 A majority of the Board members with voting rights shall constitute a quorum of any meeting.
7.11 Each member of the Board shall have the right to exercise one vote. In the case of a tie vote, the President shall cast the deciding vote.
7.12 A majority of the votes cast by the members present and carrying voting rights shall determine the questions in meetings except where the vote or consent of a greater number of members is required by the Canada Corporation Act or the present BYLAWS. Spoiled and/or abstentions shall not be counted in determining the outcome of such voting.
7.13 Voting by proxy is not permitted.
7.14 The Board may administer the affairs of ACER-CART in all things and make or cause to be made for ACER-CART, in its name, any kind of contract which ACER-CART may lawfully enter into and, save as hereinafter provided, generally, may exercise all such other powers and do all such other acts and things as ACER-CART is by its character or otherwise authorized to exercise and do.
7.15 The Board shall have the power to:

  1. establish the programs and priorities for the next fiscal year in consultation with all Board members;
  2. adopt policies and procedures;
  3. elect members of the Executive;
  4. establish the duties of the Executive and Executive Director;
  5. approve any application from an organization for membership;
  6. approve any notice of withdrawal of membership from a Member organization;
  7. approve any request to remove a Member organization from the Board;
  8. approve any notice of resignation received from an Officer of the Executive;
  9. approve any request to remove an Officer from the Executive;
  10. ensure that all necessary books and records of ACER-CART required by the BY-LAWS of ACER-CART or by any applicable statue of law are regularly and properly kept;
  11. appoint an Executive Director;
  12. determine the remuneration for all Officers, agents, employees and committee members;
  13. recommend advisors, consultants and staff as deemed necessary; and
  14. take such steps deemed requisite to enable ACER-CART to acquire, accept, solicit and receive legacies, gifts, grants, settlements, bequests, endowments and donations of any kind whatsoever for the purpose of furthering the objective of ACER-CART.

 

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