By-law of the Kitchener-Waterloo Amateur Radio Club, Inc.
Section 1: General
1.01 Definitions
In this by-law, unless the context otherwise requires:
- "Act"
- means the Not-for-Profit Corporations
Act, 2010 (Ontario) and, where the context requires, includes the
regulations made under it, as amended or re-enacted from time to
time;
- "Articles"
- means any document or
instrument that incorporates a corporation or modifies its
incorporating document or instrument, including articles of
incorporation, restated articles of incorporation, articles of
amendment, articles of amalgamation, articles of arrangement,
articles of continuance, articles of dissolution, articles of
reorganization, articles of revival, letters patent, supplementary
letters patent or a special Act; ("statutes")
- "Board"
- means the Board of
Directors of the Corporation;
- "By-laws"
- means this By-law, (excluding
the schedules to this By-law) and all other
By-laws of the Corporation as amended and which are,
from time to time, in force and effect;
- "Corporation"
- means the corporation
that has passed these by-laws under the Act or that is
deemed to have passed these by-laws under the Act,
namely the Kitchener-Waterloo Amateur Radio Club, Inc.
- "Director"
- means an individual occupying
the position of Director of the
Corporation by whatever name he or she is called;
- means a resolution that is,
- submitted to a special meeting of the
members of a corporation duly called for the purpose of considering
the resolution and passed at the meeting, with or without amendment,
by at least 80 per cent of the votes cast, or
- consented to by each Member of the corporation
entitled to vote at a meeting of the Members or the
Member's attorney.
- "Fiduciary Responsibilities"
- means the responsibility to act honestly and in good faith with a
view to the best interests of the Corporation;
- "General Meeting"
- means the
meeting that happens annually, in this case the
Annual General Meeting (AGM), requiring
notice and voting procedures
as specified in the Act;
- "Member"
- means a member of the
Corporation;
- "Members"
- means the collective
membership of the Corporation;
- "Officer"
- means an
officer of the Corporation;
- "Ordinary Resolution"
- means a
resolution that,
- is submitted to a meeting of the members of a corporation and
passed at the meeting, with or without amendment, by at least a
majority of the votes cast, or
- is consented to by each member of the corporation entitled to
vote at a meeting of the members of the corporation or the member's
attorney; ("résolution ordinaire")
- "Senior Management"
- means
Members having a position of responsibility, having
titles such as Manager, Co-ordinator, Committee Chair,
or others having functional roles, excluding Directors,
that take direction from the Board, and report to the
Board
- "Special Meeting"
- means a meeting
called by Directors, or by
Members for the purpose discussing specific business of
the Corporation, requiring notice and
voting procedures as specified in the
Act
- "Special Resolution"
- means a
resolution that,
- is submitted to a Special Meeting of the
Members of a Corporation duly called for
the purpose of considering the resolution and passed at the meeting,
with or without amendment, by at least two-thirds of the votes cast,
or
- consented to by each Member of the corporation
entitled to vote at a Meeting of the
Members of the Corporation or the
Member's attorney; ("résolution extraordinaire")
1.02 Interpretation
-
Other than as specified in
Section 1.01, all terms
contained in this By-law that are defined in the Act
shall have the meanings given to such terms in the Act.
-
Words importing the singular include the plural and vice versa, and
words importing one gender include all genders.
1.03 Severability and Precedence
-
The invalidity or unenforceability of any provision of this
By-law shall not affect the validity or enforceability of the
remaining provisions of this By-law.
-
If any of the provisions contained in the By-laws are
inconsistent with those contained in the Articles or the
Act, the provisions contained in the
Articles or the Act, as the case may be,
shall prevail.
1.04 Seal
-
The seal, an impression of which is stamped in the margin of this
document, shall be the seal of the Corporation.
-
The Secretary of the Corporation shall
oversee the corporate seal and its use.
1.05 Execution of Contracts
-
Deeds, transfers, assignments, contracts, obligations and other
instruments in writing requiring execution by the
Corporation shall be signed by either the
President or Vice-President and by
the Secretary.
-
In addition, the Board may from time to time direct the
manner in which and the person by whom a particular document or type
of document shall be executed.
-
Any person authorized to sign any document may affix the
corporate seal, if any, to the document.
-
Any Director or Officer
may certify a copy of any instrument, resolution, By-law or other
document of the Corporation to be a true copy thereof.
Section 2: Directors
2.01 The Purpose of the Board
The Directors of the
Corporation shall manage or supervise the management of
the activities and affairs of the Corporation.
2.02 The Maintenance of Corporate Records
The Directors shall see that all necessary
books and records of the Corporation required by the
By-laws of the Corporation or by any
applicable statute or law are regularly and properly kept.
2.03 Number of Directors
The affairs of the Corporation shall be
managed by an elected Board of seven (7) directors, as
specified in the Articles of Incorporation.
2.04 Membership of Directors
Each Director shall be or within 10 days
after election become a Member of the
Corporation.
2.05 Election and Term
-
The Directors shall be elected by the
Members at each annual meeting.
-
The term of office of the Directors shall be from the
date of the Meeting at which they are elected or
appointed until the next Annual Meeting or until their
successors are elected or appointed, but shall be eligible for
re-election if otherwise qualified.
-
An individual who is elected or appointed to hold office as a
director is not a Director, and is deemed not to have
been elected or appointed to hold office as a Director,
unless the individual consents in writing to hold office as a
Director before or within 10 days after the election or
appointment.
2.06 Vacancies
The office of a Director shall be vacated
immediately:
-
if the Director resigns office by written notice to the
Secretary, which resignation shall be effective at
the time it is received by the Secretary or at the
time specified in the notice, whichever is later;
-
if the Director dies or becomes bankrupt;
-
if the Director is found to be incapable of managing
property by a court or under Ontario law; or
-
if, at a meeting of the Members, a resolution is passed
by at least a majority of the votes cast by the Members
removing the Director before the expiration of the
Director's term of office.
2.07 Filling Vacancies
A vacancy on the Board shall be filled as
follows, and the Director appointed or elected to fill
the vacancy holds office for the remainder of the unexpired term of
the Director's predecessor:
-
if the vacancy occurs as a result of the Members
removing a Director, the Members may fill
the vacancy by an Ordinary Resolution at the same
meeting where the Director was removed;
-
if there is not a quorum of Directors or there has been
a failure to elect the number or minimum number of
Directors set out in the Articles, the
Directors in office shall, without delay, call a
Special Meeting of
Members to fill the vacancy and, if they fail to call
such a meeting or if there are no Directors in office,
the meeting may be called by any Member; and
-
a quorum of Directors may fill a
vacancy among the Directors.
2.08 Committees
Committees may be established by the Board
as follows:
-
The Board may appoint from their number a managing
Director or a Committee of Directors and
may delegate to the managing Director or committee any
of the powers of the Directors excepting those powers
set out in the Act that are not permitted to be
delegated; and
-
Subject to the limitations on delegation set out in the
Act, the Board may establish any committee
it determines necessary for the execution of the
Board's responsibilities.
-
The Board shall determine the composition and terms of
reference for any such committee.
-
The Board may dissolve any committee by resolution at
any time.
2.09 Remuneration of Directors
-
No Director shall directly or indirectly receive any
profit from occupying the position of Director or from
providing services to the Corporation in another
capacity.
-
However, Directors may be reimbursed for reasonable
expenses that they incur in either of those capacities.
Section 3: Board Meetings
3.01 Calling of Meetings
Meetings of the Directors
may be called by the President,
Vice-President or any two Directors at
any time and any place on notice as required by this By-law.
3.02 Regular Meetings
The Board may fix the place and time of
regular Board meetings and send a copy of the
resolution fixing the place and time of such meetings to each
Director, and no other notice shall be
required for any such meetings.
3.03 Quorum
A majority of the number of
Directors constitutes a quorum at any
meeting of the Directors,
and, despite any vacancy among the
Directors, a quorum of
Directors may exercise all the powers
of the Directors.
3.04 Business to be transacted
-
The Directors may consider or transact
general business at any meeting of the Board.
-
Any business requiring a resolution to be presented for approval of
the Members shall be prepared by the Board.
3.05 Notice
-
Notice of the time and place for the holding of a meeting of the
Board shall be given in the manner provided in
Section 10 of this
By-law to every Director of the
Corporation not less than seven days before the date
that the meeting is to be held.
-
Notice of a meeting is not necessary if all of the
Directors are present, and none
objects to the holding of the meeting, or if those absent have
waived notice or have otherwise signified their consent to the
holding of such meeting.
-
If a quorum of Directors is present,
each newly elected or appointed Board may, without
notice, hold its first meeting immediately following the
Annual Meeting of the Corporation.
3.06 Chair
-
The President is the Chair and shall
preside at Board meetings.
-
In the absence of the President, the
Vice-President shall act as the Chair.
-
In the absence of the President and the
Vice-President, the
Directors present shall choose one of
their number to act as the Chair.
3.07 Voting
-
Each Director has one vote.
-
Questions arising at any Board meeting shall be decided
by a majority of votes.
-
In case of an equality of votes, the Chair shall have a
second vote or casting vote.
-
Unless a ballot is demanded, an entry in the minutes of a meeting of
the Directors to the effect that the
Chair of the meeting declared a resolution to be
carried or defeated is, in the absence of evidence to the contrary,
proof of the fact without proof of the number or proportion of the
votes recorded in favour of or against the resolution.
3.08 Participation by Telephone or Electronic Means
-
If all of the Directors of the
Corporation consent, a
Director may participate in a meeting
of the Board or of a committee of
Directors by telephonic or electronic
means that permits all participants to communicate adequately with
each other during the meeting.
-
A Director participating by such means
is deemed to be present at that meeting.
Section 4 - Financial
4.01 Banking
-
The Board shall by resolution from time to time
designate the bank, trust company or other financial institution in
which the money, bonds or other securities of the
Corporation shall be placed for safekeeping.
-
Any and all securities so deposited may be withdrawn, from time to
time, only upon the written order of the Corporation
signed by such Officer or Officers, agent
or agents of the Corporation, and in such manner, as
shall from time to time be determined by resolution of the
Board of Directors and
such authority may be general or confined to specific instances.
4.02 Financial Year
The financial year of the Corporation ends
on August 31 in each year or on such other dates as the
Board may from time to time by resolution determine.
Section 5 - Officers
5.01 Officers
-
The Board shall appoint from among the
Directors a President,
Vice-President, Treasurer and
Secretary at its first meeting following the
Annual Meeting of the Corporation.
-
If possible, the President should have been a
Director for one previous term.
-
The office of Treasurer and
Secretary may be held by the same person and may be
known as the Secretary-Treasurer.
-
The Board may appoint such other Officers
and agents as it deems necessary, and who shall have such authority
and shall perform such duties as the Board may
prescribe from time to time.
-
The Board may appoint from among qualified
Directors or Members, a
Past-President at its first meeting following the
Annual Meeting of the Corporation.
-
The Past-President shall previously have been
appointed to the position of President.
-
In the event the Past-President is not also a
Director, the
Past-President shall not vote on any questions
arising at a Board meeting.
5.02 Office Held at Board's Discretion
-
Any Officer shall cease to hold office upon resolution
of the Board.
-
Unless so removed, an Officer shall hold office until
the earlier of:
- the Officer's successor being appointed,
- the Officer's resignation, or
- such Officer's death.
5.03 Duties
Officers shall be responsible for the
duties assigned to them and they may delegate to others the
performance of any or all of such duties.
5.04 Duties of the Chair
-
The Chair shall perform the duties described in
sections 3.06 and
9.05
according to the latest edition of Bourinot's Rules of Order.
-
The Chair will perform such other duties as may be
required by law or as the Board may determine from time
to time.
5.05 Duties of the President
The President
shall perform the duties described in
Schedule A
and such other duties as may be required by law or as the
Board may determine from time to time.
5.06 Duties of the Vice-President
The Vice-President
shall perform the duties described in
Schedule B
and such other duties as may be required by law or as the
Board may determine from time to time.
5.07 Duties of the Treasurer
The Treasurer
shall perform the duties described in
Schedule C
and such other duties as may be required by law or as the
Board may determine from time to time.
5.08 Duties of the Secretary
The Secretary
shall perform the duties described in
Schedule D
and such other duties as may be required by law or as the
Board may determine from time to time.
5.09 Duties of the Past-President
The Past-President
shall perform the duties described in
Schedule E
and such other duties as may be required by law or as the
Board may determine from time to time.
Section 6 - Protection of Directors and Others
6.01 Protection of Directors and Officers
No Director, Officer or
Committee Member of the Corporation is
liable for:
-
the acts, neglects or defaults of any other
Director, Officer,
Committee Member or employee of the Corporation,
-
joining in any receipt or for any loss, damage or expense happening
to the Corporation through the insufficiency or
deficiency of title to any property acquired by resolution of the
Board or on behalf of the Corporation,
-
the insufficiency or deficiency of any security in or upon which any
of the money of or belonging to the Corporation shall
be placed out or invested,
-
any loss or damage arising from the bankruptcy, insolvency or
tortious act of any person, firm or Corporation with
whom or which any moneys, securities or effects shall be lodged or
deposited,
-
any other loss, damage or misfortune whatever which may happen in
the execution of the duties of his or her respective office or trust
provided that they have:
-
complied with the Act and the
Corporation's Articles and
By-laws; and
-
exercised their powers and discharged their duties in accordance
with the Act
Section 7 - Conflict of Interest
7.01 Conflict of Interest
A Director who is a party
to a material contract or transaction or proposed material contract
or transaction with the Corporation or is a
Director or Officer of,
or has a material interest in, any person who is a party to a
material contract or transaction or proposed
material contract or transaction with the Corporation
shall make the disclosure required by the Act. Except
as provided by the Act, no such Director
shall attend any part of a meeting of Directors during
which the contract or transaction is discussed or vote on any
resolution to approve any such contract or transaction.
Section 8 - Members
8.01 Members
-
Membership in the Corporation shall consist of persons,
corporations, partnerships and other legal entities interested in
furthering the Corporation's purposes and who have been
accepted into membership in the Corporation by the
Board.
-
Each Member shall be promptly informed of their
admission as a Member.
8.02 Membership
-
A membership in the Corporation is not transferable and
automatically terminates if the Member resigns, fails to
renew membership or such membership is otherwise terminated in
accordance with the Act.
-
The term of membership shall be from September 1st to August 31st of
the following year.
8.03 Disciplinary Action or Termination of Membership for Cause
-
Conduct injurious to the reputation, welfare or operation of the
Corporation, of its affiliates, or of its
Members, may constitute cause for termination.
-
Upon 15 days' written notice to a Member, the
Board may pass a resolution authorizing disciplinary
action or the termination of membership for violating any provision
of the Articles or By-laws.
-
The notice shall set out the reasons for the disciplinary action or
termination of membership.
-
The Member receiving the notice shall be entitled to
give the Board a written submission opposing the
disciplinary action or termination not less than 5 days before the
end of the 15-day period.
-
The Board shall consider the written submission of the
Member before making a final decision regarding
disciplinary action or termination of membership.
8.04 Membership Dues and Notice
There shall be no dues or fees payable by
Members except such, if any, as shall from time to
time be fixed by unanimous vote of the Board of
Directors, which vote shall become effective only when
confirmed by a vote of the Members at an
Annual or Special Meeting.
Section 9 - Members' Meetings
9.01 Annual Meeting
-
The Annual Meeting shall be held on a day and at a place within
Ontario fixed by the Board.
-
Any Member, upon request, shall be provided, not less
than 5 days or other number of days prescribed in regulations before
the Annual Meeting, with a copy of the approved financial
statements, auditor's report or review engagement report and other
financial information required by the By-laws or
Articles.
-
The business transacted at the annual meeting shall include:
-
receipt of the agenda;
-
receipt of the minutes of the previous annual and subsequent
Special Meetings;
-
consideration of the financial statements;
-
If an audit or review engagement was conducted in the prior
year, to receive the report of the auditor or person who has been
appointed to conduct a review engagement;
-
proposal of an Extraordinary Resolution to not have
an audit or review engagement;
-
If the resolution in e) does not succeed, to reappoint or newly
appoint an auditor or a person to conduct a review engagement for
the coming year;
-
election of Directors; and
-
such other or special business as may be set out in the notice
of meeting.
-
No other item of business shall be included on the agenda for Annual
Meeting unless a Member's proposal has been given to
the Secretary prior to the giving of notice of the
Annual Meeting in accordance with the Act,
so that such item of new business can be included in the notice of
Annual Meeting.
9.02 Special Meetings
-
The Directors may call a Special Meeting
of the Members.
-
The Board shall convene a Special Meeting
on written requisition of not less than one-tenth of the
Members for any purpose connected with the affairs of
the Corporation that does not fall within the
exceptions listed in the Act or is otherwise
inconsistent with the Act, within 21 days from the date
of the deposit of the requisition.
9.03 Notice
-
Subject to the Act, not less than 10 and not more than
50 days written notice of any Annual or Special
Members' meeting shall be given in the manner specified
in the Act to each Member, each
Director and to the auditor or person appointed to
conduct a review engagement.
-
Notice of any meeting where special business will be transacted must
contain sufficient information to permit the Members to
form a reasoned judgment on the decision to be taken and state the
text of any Special Resolution to be submitted to the
meeting.
9.04 Quorum
-
A quorum for the transaction of business at a Members'
meeting is 15 percent of the Members entitled to vote
at the meeting, whether present in person or by proxy.
-
If a quorum is present at the opening of a meeting of the
Members, the Members present may proceed
with the business of the meeting, even if a quorum is not present
throughout the meeting.
9.05 Chair of the Meeting
-
The President is the Chair and shall
preside at Members' meetings.
-
In the absence of the President, the
Vice-President shall act as the Chair.
-
In the absence of the President and
Vice-President, the Members present at
any Members' meeting shall choose another
Director as Chair and if no
Director is present or if all of the
Directors present decline to act as Chair,
the Members present shall choose one of their number to
chair the meeting
9.06 Voting of Members
Business arising at any Members' meeting
shall be decided by a majority of votes cast unless otherwise
required by the Act or the By-law provided that:
-
each Member shall be entitled to one vote at any meeting;
-
a person serving as proxy need not be a Member, but
shall produce and deposit with the Secretary the
approved form signed by the constituent Member in good
standing, in advance of the start of the meeting.
-
votes shall be taken by a show of hands among all
Members present, and by persons serving as a proxy, and
the Chair of the meeting, if a Member,
shall have a vote;
-
an abstention shall not be considered a vote cast;
-
before or after a show of hands has been taken on any question, the
Chair of the Meeting may require, or any
Member may demand, a written ballot. A written ballot
so required or demanded shall be taken in such manner as the
Chair of the Meeting shall direct;
-
if there is a tie vote, the Chair of the
Meeting shall have a second or casting vote; and,
-
whenever a vote by show of hands is taken on a question, unless a
written ballot is required or demanded, a declaration by the
Chair of the Meeting that a resolution has
been carried or lost and an entry to that effect in the minutes
shall be conclusive evidence of the fact without proof of the number
or proportion of votes recorded in favour of or against the motion.
9.07 Temporary Adjournments
-
The Chair may, with the majority consent of any
Members' meeting, adjourn the same from time to time
and no notice of such adjournment need be given to the
Members, unless the meeting is adjourned by one or more
adjournments for an aggregate of 30 days or more.
-
Any business may be brought before or dealt with at any adjourned
meeting which might have been brought before or dealt with at the
original meeting in accordance with the notice calling the same.
9.08 Persons Entitled to be Present
-
The only persons entitled to attend a Members' meeting
are the Members, a properly authorized proxy, the
Directors, the auditors of the Corporation
(or the person who has been appointed to conduct a review
engagement, if any) and others who are entitled or required under
any provision of the Act or the Articles
to be present at the meeting.
-
Any other person may be admitted only if invited by the
Chair of the Meeting or with the majority
consent of the Members present at the meeting.
Section 10 - Notices
10.01 Service of Notice
Any notice required to be sent to any
Member or Director or to the auditor or
person who has been appointed to conduct a review engagement of the
Corporation shall be delivered personally, or sent by
prepaid mail, facsimile, email or other electronic means to any such
Member at the Member's latest address as
shown in the records of the Corporation; and to such
Director at his or her latest address as shown in the
records of the Corporation or in the most recent notice
or return filed under the Corporations Information Act,
whichever is the more current; and to the auditor or the person who
has been appointed to conduct a review engagement at its business
address; provided always that notice may be waived or the time for
giving the notice may be abridged at any time with the consent in
writing of the person entitled thereto.
10.02 Error or Omission in Giving Notice
The accidental omission to give any notice to any
Member, Director, Officer,
member of a committee of the Board or auditor or person
conducting a review engagement, if any, or the non-receipt of any
notice by any such person where the Corporation has
provided notice in accordance with the By-laws or any
error in any notice not affecting its substance shall not invalidate
any action taken at any meeting to which the notice pertained or
otherwise founded on such notice.
Section 11 - Adoption and Amendment of By-laws
11.01 Amendments to By-laws
-
A Member entitled to vote at an
Annual Meeting of the Members may
make a proposal to make, amend or repeal a by-law in accordance with
the Act.
-
The Board may from time to time in accordance with the
Act, amend or repeal and replace this By-law.
-
The Board shall submit the By-law, amendment or repeal
to the Members at the next meeting of the
Members, and the Members may confirm,
reject or amend the By-law, amendment or repeal by
Ordinary Resolution.
Signature Block
Enacted on the 6th day of
December, 2022.
President Harry Niezen VE3HZ
Secretary Doug Behl VE3XDB
Schedules:
Schedule A: Position Description of the President
Role Statement
The President provides leadership to the
Board, ensures the integrity of the
Board's process and represents the Board
to outside parties. The President co-ordinates Board
activities in fulfilling its governance responsibilities and
facilitates co-operative relationships among Directors
and between the Board and
Senior Management, if any, of the
Corporation. The President ensures the
Board discusses all matters relating to the
Board's mandate.
Responsibilities
Agendas
Establish agendas aligned with annual
Board goals and preside over Board
meetings if also holding the office of Chair. Ensure
meetings are effective and efficient for the performance of
governance work. Ensure that a schedule of Board
meetings is prepared annually.
Direction
Serve as the Board's central point of
communication with the Senior Management, if any, of the
Corporation; provide guidance to
Senior Management, if any, regarding the
Board's expectations and concerns. In collaboration
with Senior Management, develop standards for
Board decision-support packages that include formats
for reporting to the Board and level of detail to be
provided to ensure that management strategies, planning and
performance information are appropriately presented to the
Board.
Performance Appraisal
Lead the Board in monitoring and
evaluating the performance of Senior Management, if any,
through an annual process.
Work Plan
Ensure that a Board work plan is developed
and implemented that includes annual goals for the
Board and embraces continuous improvement.
Representation
Serve as the Board's primary contact with
the public.
Reporting
Report regularly to the Board on issues
relevant to its governance responsibilities.
Board Conduct
Set a high standard for Board conduct and
enforce policies and By-laws concerning
Directors' conduct.
Mentorship
Serve as a mentor to other Directors.
Ensure that all Directors contribute fully. Address
issues associated with underperformance of individual
Directors.
Succession Planning
Ensure succession planning occurs for
Senior Management, if any, and the
Board.
Committee Membership
Serve as a member on all Board
committees.
Schedule B: Position Description of the Vice-President
Role Statement
The Vice-President works collaboratively
with the President and Senior Management,
if any, to support the Board in fulfilling its
Fiduciary Responsibilities.
Responsibilities
Continuity of Operations
During the absence or inability of the
President, the duties and powers of the
President shall fall to the
Vice-President.
Board Conduct
Support the President in maintaining a
high standard for Board conduct and uphold policies and
the By-laws regarding Directors'
conduct.
Mentorship
Serve as a mentor to other Directors.
Committees
Act as the Chair of the
Membership Committee and shall be responsible for such
committees as may be delegated by the President.
Schedule C: Position Description of the Treasurer
Role Statement
The Treasurer works collaboratively with
the President and Senior Management, if
any, to support the Board in achieving its
Fiduciary Responsibilities.
Responsibilities
Custody of Funds
The Treasurer shall have the custody of
the funds and securities of the Corporation and shall
keep full and accurate accounts of all assets, liabilities, receipts
and disbursements of the Corporation in the books
belonging to the Corporation and shall deposit all
monies, securities and other valuable effects in the name and to the
credit of the Corporation in such chartered bank or
trust company, or, in the case of securities, in such registered
dealer in securities as may be designated by the Board
from time to time. The Treasurer shall disburse the
funds of the Corporation as may be directed by proper authority
taking proper vouchers for such disbursements, and shall render to
the Chair and Directors at the regular
meeting of the Board, or whenever they may require it,
an accounting of all the transactions and a statement of the
financial position, of the Corporation. The
Treasurer shall also perform such other duties as may
from time to time be directed by the Board.
Board Conduct
Maintain a high standard for Board conduct
and uphold policies and By-laws regarding
Directors' conduct, with particular emphasis on
Fiduciary Responsibilities.
Mentorship
Serve as a mentor to other Directors.
Financial Statement
Present to the Members at the
Annual Meeting as part of the annual report, the
financial statement of the Corporation approved by the
Board together with the report of the auditor or of the
person who has conducted the review engagement, as the case may
be.
Schedule D: Position Description of the Secretary
Role Statement
The Secretary works collaboratively with
the President to support the Board in
fulfilling its Fiduciary Responsibilities.
Responsibilities
Board Conduct
Support the President in maintaining a
high standard for Board conduct and uphold policies and
the By-laws regarding Directors' conduct,
with particular emphasis on Fiduciary Responsibilities.
Document Management
Keep a roll of the names and addresses of the
Members. Ensure the proper recording and maintenance of
minutes of all meetings of the Corporation, the
Board and Board committees. Attend to
correspondence on behalf of the Board. Have custody of
all minute books, documents, registers and the seal of the
Corporation and ensure that they are maintained as
required by law. Ensure that all reports are prepared and filed as
required by law or requested by the Board.
Meetings
Give such notice as required by the
By-laws of all meetings of the
Corporation, the Board and
Board committees. Attend all meetings of the
Corporation, the Board and
Board committees.
Schedule E: Position Description of the Past-President
Role Statement
The Past-President works collaboratively
with the President and Senior Management,
if any, to support the Board in fulfilling its
Fiduciary Responsibilities.
Responsibilities
Board Conduct
Support the President in maintaining a
high standard for Board conduct and uphold policies and
the By-laws regarding Directors'
conduct.
Mentorship
Serve as a mentor to other Directors.
Committees
Act as the Chair of the
Nominating Committee and the
Awards Committee.
Succession Planning
Participate in succession planning for
Senior Management, if any, and the
Board.