- The directors may exercise all the powers and do all the acts and things that the society may exercise and do, and that are not by these bylaws or by statute or otherwise lawfully directed or required to be exercised or done by the society in a general meeting, but subject, nevertheless, to
- all laws affecting the society,
- these bylaws, and
- rules, not being inconsistent with these bylaws, that are made from time to time by the society in a general meeting.
- A rule, made by the society in a general meeting, does not invalidate a prior act of the directors that would have been valid if that rule had not been made.
- The President, Vice-President, Secretary, Treasurer, Past President and 8 (eight) Directors At Large are the Directors of the Society. In addition, the sitting Directors may appoint an additional 4 (four) Directors at large.
- The number of directors must be 5 or a greater number determined from time to time at a general meeting.
- The Directors must retire from office at each annual general meeting when their successors are elected.
- With the exception of the eight Directors At Large, separate elections must be held for each office to be filled. A separate election will be held for the eight Directors at large. Members may vote for any number of directors up to a maximum of eight. (Plumping is allowed)
- An election may be by acclamation. Otherwise it must be by secret ballot.(4) If a successor is not elected, the person previously elected or appointed continues to hold office.
- The Directors may at any time and from time to time appoint a member as a director to fill a vacancy in the directors.
- A director so appointed holds office only until the conclusion of the next annual general meeting of the society, but is eligible for re-election at the meeting.
- If a director resigns his or her office or otherwise ceases to hold office, the remaining directors may appoint a member to take the place of the former director.
- An act or proceeding of the directors is not invalid merely because there is less than the prescribed number of directors in office.
The members may, by special resolution, remove a director, before the expiration of his or her term of office, and may elect a successor to complete the term of office.
A director must not be remunerated for being or acting as a director but a director must be reimbursed for all expenses necessarily and reasonably incurred by the director while engaged in the affairs of the society.