Division 5: MEETING OF DIRECTORS

5.01 Place of Meeting

Meetings of the Board of Directors and of committees of Directors (if any) may be held within or outside Alberta.

5.02 Place of Meeting

Notice of the time and place of each meeting of the Board shall be given in the manner provided in Section 8.06 to each Director not less than 48 hours before the time when the meeting is to be held. A notice of a meeting of Directors need not specify the purpose of or the business to be transacted at the meeting except where the Act requires such purpose or business to be specified. A special meeting of the Board of Directors may be called on the instructions of any two Directors provided they request the President in writing to call such meeting and state the business to be brought before the meeting. Provided, however, that a Director may in any manner waive notice of a meeting and attendance of a Director at a meeting of Directors, shall constitute a waiver of notice of the meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called. The first meeting of the Board of Directors to be held immediately following an election of Directors or for a meeting of the Board of Directors at which a Director is to be appointed to fill a vacancy in the Board no notice of such meeting shall be necessary to the newly elected or appointed Director or Directors, in order to legally constitute the meeting, provided that a quorum of the Directors is present.

5.03 Adjourned Meeting

Notice of an adjourned meeting of the Board is not required if the time and place of the adjourned meeting is announced at the original meeting.

5.04 Regular Meetings

The Board may appoint a day or days in any month or months for regular meetings of the Board at the place and hour to be named. A copy of any resolution of the Board fixing the place and time of such regular meetings shall be sent to each Director forthwith, after being passed, and forthwith to each Director subsequently elected or appointed, but no other notice shall be required for any regular meeting except where the Act or this By-law requires the purpose thereof or the business to be transacted thereat to be specified.

5.05 Chairman

The chairman of any meeting of the Board shall be the first mentioned of such of the following officers as have been appointed and who is a Director and is present at the meeting: president, vice-president, secretary. If no such officer is present, the Directors present, shall choose one of their number to be chairman.

5.06 Quorum

Subject to the following section, the quorum for the transaction of business at any meeting of the Board shall consist of one-third of the Directors holding office or such greater number of Directors as the Board may from time to time determine.

5.07 Voting

Questions arising at any meeting of the Board of Directors shall be decided by majority of votes. In case of an equality of votes the chairman of the meeting shall have a second or casting vote.

5.08 Resolution in Lieu of Meeting

Notwithstanding any of the foregoing provisions of this by-law, a resolution in writing signed by all the Directors entitled to vote on that resolution at a meeting of the Directors or a committee of Directors, if any, is as valid as if it had been passed at a meeting of the Directors or the committee of Directors, if any.