6.00 Council
6.01 Composition of Council
The administration of the Association’s affairs shall be managed by a Council compiled of Representatives which shall function as the Board of directors of the Association. Any increase or decrease in the number of directors shall be approved by special resolution of the members of the Association, but the Association shall not reduce the number of directors to less than three (3).
6.02 Qualifications
Each director shall be and remain a member of the Association.
6.03 Vacancies
So long as a quorum of directors remains in office, a vacancy on the Council may be filled by an appointment to the Council by the directors of a qualified member. If no quorum exists the remaining directors shall forthwith call a meeting of a Group or Groups which have a vacancy in their Representatives to elect a Representative to fill the vacancy or vacancies on the Council. If no quorum of directors exist, an election will be held expeditiously to fill the vacancies.
6.04 Removal of Directors
The membership may, by resolution passed by a majority of the votes cast at a meeting of members of which notice specifying the intention to pass such resolution has been given, remove any director before the expiration of his/her term of office, and may by a majority of the votes cast at that meeting, elect any qualified member in his/her stead until he/she is replaced in an election by the College or constituency which he/she represents.
6.05 Resignation of Directors
A director may resign his/her office by notice in writing delivered to the Secretary of the Association, and such resignation shall become effective on the later of the date of receipt thereof and such date of resignation specified in such notice.
6.06 Quorum of Meetings of Council
- A quorum for a meeting of the Council shall be 1/3 of those holding office plus 1 director present and voting in person.
- Except as otherwise required by law, meetings of the Council may be held at any place in or outside Ontario as designated in the notice calling the meeting. Meetings of the Council may be called by the President on direction in writing of eight (8) directors.
- Notice of such meetings shall be delivered, telephoned, e-mailed, or sent by fax transmission to each director not less than seven (7) days before the meeting is to take place or shall be mailed to each director not less than ten (10) days before the meeting is to take place to the last address of each director recorded in the books of the Association. The statutory declaration of the Secretary or President that notice has been given pursuant to this by-law shall be sufficient and conclusive evidence of the giving of such notice. The Council may appoint one or more days in each year for regular meetings of the Council at a place and time named in which event no further notice of such regular meetings need be given. A Council meeting may also be held without notice, immediately following the Annual Meeting of the Association or if all the directors are present or if those absent have signified their consent to the meeting held without notice and in their absence.
- The Council shall hold no fewer than two (2) meetings in each of the fall and winter semesters and at least one (1) meeting in the summer semester.
- The directors may consider or transact any business, either special or general, at any meeting of the Council.
6.07 Errors in Notice of Meetings of the Council
No error or accidental omission in giving notice of any meeting or any adjourned meeting of the Council or the non-receipt of any notice by any director or any error in any notice shall invalidate such meeting or invalidate or make void any proceedings taken or had at such meeting, and any director may at any time waive notice of any such meeting and may ratify and approve of any or all proceedings taken or had thereat.
6.08 Voting
Questions arising at any meeting of the Council shall be decided by a majority of votes, and the Chair shall not vote except to break a tie. A declaration of the President that a resolution has been carried and an entry to that effect in the minutes shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. Voting by proxy shall not be permitted at a Council meeting.
6.09 Powers
The directors of the Association shall administer the affairs of the Association in all things and make or cause to be made for the Association, in its name, any kind of contract which the Association 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 the Association is by its Letter Patent authorized to exercise and do, subject to the authority of Council.
The directors may pass by-laws not contrary to the Act or the Letters Patent of the Association or any Supplementary Letters Patent regulating the affairs of the Association. A by-law, any repeal, amendment or re-enactment thereof shall not be effective until it has been confirmed by a 2/3 majority of members at a meeting duly called for the purpose.
Without in any way derogating from the foregoing, the directors are expressly empowered from time to time to purchase, lease or otherwise acquire, alienate, sell, exchange or otherwise dispose of share, stock, rights, warrants, options and other securities, lands, buildings and other property, movable or immovable, real or personal, or any right or interest therein owned by the Association, for such consideration and upon such terms and conditions as they may deem advisable.
6.10 Remuneration
The directors and those directors who also serve as officers shall serve as directors and officers without remuneration and no director shall directly or indirectly receive any profit or remuneration in any capacity whatsoever from his/her position as director, provided that a director or officer may be paid reasonable expenses incurred by him/her in the performance of his/her duties.