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BY-LAWS of the
ATLANTIC REGIONAL SOCIETY |
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ARTICLE V - BOARD OF DIRECTORS |
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Section 1 - Duties and Responsiblities |
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The affairs of the Society shall be governed by the Board, which shall supervise, control and direct all its activities. The Board of Directors may delegate to any committee or officer any or all powers, duties and authority which may be lawfully granted. |
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Section 2 - Composition |
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The Society shall be goverened and managed by a Board of Directors of up to twelve (12) directors as follows:
a) The Society President who shall be elected for a term of two (2) years;
b) The Society President-elect who shall be electd for a term of one (1) year being the year prior to the start of the term as President;
c) The Society Past-president for a period of one (1) year after the election of the President succeeding such Past President.
d) Up to two (2) Directors from each of the Atlantic Provinces (New Brunswick, Newfoundland & Labrador, Nova Scotia and Prince Edward Island) and may have one (1) appointment from the Canadian Assessment, Vocational Evaluation and Work Adjustment Society |
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Section 3 - Terms of Office
a) The Board of Directors will take office immediately upon conclusion of the annual general meeting at which they were elected.
b) The Board of Directors are elected to a two (2) year term and may serve no more than three (3) consecutive terms.
c) Directors, having served three (3) consecutive terms on the Board of Directors, are not eligible for re-election for a period of one (1) year following the end of the third term and then may serve only one additional term. |
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Section 4 - Board of Directors Vacancies
a) Any vacancies on the Board of Directors may be filled with the Professional Member having received the next largest number of votes in the last appropriate election. In the case of President, the next succeeding President.
b) In the event that such a person in not able to serve, the Board of Directors may appoint a Professional Member and the Member so appointed will hold office until the election at the next Society's annual general meeting. At that time, an election will take place to select a Director to serve up to a maximum of three (3) consecutive terms. |
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Section 5 - Meetings
a) The Board of Directors shall meet as soon as practical following the Society's annual general meeting to elect the officers of the Society. It shall meet at least a minimum of four times each year, including a meeting(s) by teleconferance or in person and includes meeting(s) to be held in conjunction with the annual general meeting.
b) Any or all members of the Board of Directors or committees of the Board may participate by conference telephone or other communication means as permit all persons participating in the meeting to hear each other. A director participating in such a meeting by such means is deemed to be present at the meeting.
c) The President of the Board may invite an observer as appropriate to report on any matter of interest to the Board of Directors. |
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Section 6- Special Meetings |
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The Chair may call a special meeting of the Board of Directors at any time and place specified in a written demand by a majority of the members of the Board of Directors. The business to be transacted at such special meetings shall be stated in the notice thereof, and no other business may be considered at that meeting. |
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Section 7 - Quorum |
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At any meeting of the Board of Directors, a quorum shall consist of a simple majority (50% plus one) of those entitled to be present and vote, unless otherwise specifically provided. Directors who declare a conflict of interest shall nonetheless be counted in determining a quorum. If the number of Directors at a Board meeting falls below the number required for a quorum, there can be no further valid transaction of business until a quorum is again present. |
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Section 8 - Voting Rights and Procedures |
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Only Directors in attendance at any meeting of the Board of Directors may vote. In the case of equality votes, the President shall cast the deciding vote. |
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Section 9 - Remuneration |
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No Director of Officer shall receive any remuneration for duties performed on behalf of the Society. Directors or Officers may be reimbursed for resonable expenses incurred while performing such duties. Nothing herein contained shall be construed to preclude any Director from serving the Society in any other capacity and receiving compensation therefore. |
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Section 10 - Removal |
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A Director may be removed by resolution of the Board of Directors before the expiration of their term if they have been absent from two consecutive meetings of the Board of Directors without reason deemed by the Board of Directors to be adequate. |
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