Division 4: DIRECTORS

4.01 Election and Term

The election of Directors shall take place at each annual meeting of the Society. There shall be elected sufficient Directors so that there are a total of nine Directors on the Board of Directors. Each Director shall be elected for a term of three years, and the Directors so elected shall form a Board and shall serve until their successors are elected and installed. Upon the expiration of a Director’s term, a Director, if qualified, shall be eligible for re-election. Where the Society adopts an amendment to the articles to increase the number or minimum number of Directors the Society may, at the meeting at which it adopts the amendment, elect the additional number of Directors if not held at the proper time the incumbent Directors shall continue in office until their successors are elected.

4.02 Removal of Directors

Subject to the Act, the membership may by special resolution passed at a meeting specially called for such purpose remove any Director from office, and the vacancy created by such removal may be filled at the same meeting, failing which it may be filled by the Board.

4.03 Qualification

No person shall be qualified for election as a Director if he is less than 18 years of age. If he is of unsound mind and has been so found by a Court in Canada or elsewhere; if he is not an individual; or if he has the status of a bankruptcy; if he is not a member in good standing or if he is not a resident of Alberta.

4.04 Consent

No election or appointment of a person as Director shall be effective unless:

• he was present at the meeting when he was elected or appointed and did not refuse to act as a Director, or
• he consents in writing to act as a Director before his election or appointment is within ten days thereafter, or
• he acts as a Director pursuant to the election or appointment.

4.05 Vacation of Office

A Director ceases to hold office when he dies; he is removed from office by the membership, he ceases to be qualified for election as a Director; or his written resignation is sent or delivered to the society, or, if a time is specified in such resignation, at the time so specified, whichever is later, or upon the expiration of his term.

4.06 Committee of Directors

The Directors may appoint from among their number one or more committees of Directors, however designated, and subject to the Act may delegate to any such committee any powers of the Directors.

4.07 Remuneration and Expenses

Unless authorized by ordinary resolution at a meeting of the membership of which notice of the same has been given no Director of the Society shall receive any remuneration for all reasonable expenses approved by the Board of Directors and incurred in the general conduct of the business of the Society.