Division 7: OFFICERS

7.01 Election or Appointment of Officers

The Board shall elect or appoint from among themselves a president and a secretary, and may elect or appoint one or more vice-presidents (to which title may be added words indicating seniority or function), a treasurer and such other officers as the Board may determine, including one or more assistants to any of the officers so elected or appointed.

7.02 President

The President shall be the chief executive officer of the Society, and, subject to the authority of the Board shall have full power to manage and direct the business and affairs of the Society, (except such matters and duties as by law must be transacted or performed by the Board of Directors and/or the membership) and to employ and discharge agents and employees of the Society and may delegate to him or them authority to act. The President shall at all reasonable times give the directors or any of them all information they may require regarding the affairs of the Society. Any agent or employee appointed by the President shall be subject to discharge by the Board of Directors. The President shall have such other powers and duties as the Board may specify. The President shall be ex-officio a member of all committees. The Board of Directors, if it deems necessary, may appoint a management committee with such powers as required to assist the President in the conduct of the business of the Society.

7.03 Vice-President

During the absence or disability of the President, his/her duties shall be performed and his/her powers exercised by the vice-president or, if there are more than one, by the vice-president designated from time to time by the Board of Directors or the President. A vice-president shall have such other powers and duties as the Board or the President may prescribe.

7.04 Secretary

The secretary shall attend and be the secretary of all meetings of the Board, membership and committees of the Board and shall enter or cause to be entered in records kept for that purpose minutes of all proceedings, thereat; he/she shall give or cause to be given, as and when instructed all notices to members, Directors, officers, auditors and members of committees of the Board, shall be the custodian of the stamp or mechanical device generally used for affixing the seal (if any) of the Society and of all, books, papers, records, documents and instruments belonging to the Society, except when some other officer or agent has been appointed for that purpose; and he/she shall have such other powers and duties as the Board or the President may specify. The Secretary shall keep a register of all members of the Society and their addresses and shall collect and receive annual dues and assessments levied by the Society, such monies to be promptly turned over to the Treasurer for deposit in whatever chartered bank or treasury branch the Board may order.

7.05 Treasurer

The Treasurer shall keep proper accounting records in compliance with the Act and shall be responsible for the deposit of money, the safekeeping of securities and the disbursement of the funds of the Society; he shall render to the Board whenever required an account of all his transactions and he shall have such other powers and duties as the Board or President may specify. The Treasurer shall prepare for submission to the Annual Meeting of members a statement duly audited by a qualified accountant or by two members of the Society appointed for the purpose by the Board of Directors. A complete and proper statement of the standing of the books for the previous year shall be submitted by such auditor(s). The fiscal year of the Society in each year shall be March 31st or such other date as the Board of Directors from time to time may fix.

7.06 Technical Director

The Technical Director, if any, shall be appointed by the Board of Directors and shall exercise such powers, have such authority and perform such duties as may be delegated to him/her by the Board of Directors. In the discretion of the Board of Directors the Technical Director may be paid remuneration in an amount to be determined by the Board of Directors. The Technical Director shall report directly to the President and shall, in general, be responsible for organizing, implementing, co-ordinating and monitoring all services and programs undertaken by the Society. The Technical Director shall serve as an ex-officio member of the Board of Directors without a vote.

7.07 Accountant

The Board of Directors in their discretion, may, in each year after the annual general meeting, appoint an Accountant who shall exercise such powers, have such authority and perform such duties as may be delegated to him by the Board of Directors. The Accountant shall serve as an ex-officio member of the Board of Directors without vote.

7.08 Powers and Duties of Other Officers

The powers and duties of all other officers shall be such as the terms of their engagement call for or as the Board, or the President may specify. Any of the powers and duties of an officer to whom an assistant has been appointed may be exercised; and performed by such assistant, unless the Board of Directors or the President otherwise directs.

7.09 Variation of Powers and Duties

The Board of Directors may from time to time and subject to provisions of the Act, may, add to or limit the powers and duties of any officer.

7.10 Vacancies

If the office of any officer of the Society shall be or become vacant by reason of death, resignation, disqualification or otherwise, the Directors by resolution shall in the case of the President, secretary, or treasurer, and may, in the case of any other office, appoint a person to fill such vacancy.

7.11 Remuneration and Removal

The remuneration of all officers appointed by the Board of Directors shall be determined from time to time by resolution by the Board of Directors. The fact that any officer or employee is a Director of the Society shall not disqualify him/her from receiving such remuneration as may be determined. All officers, in the absence of agreement to the contrary, shall be subject to removal by resolution of the Board of Directors at any time, with or without cause.

7.12

The Society, by or under the authority of the Board, shall have power from time to time to appoint agents or attorneys for the Society in or outside Canada with such powers (including the power to sub-delegate) of management, administration or otherwise as may be thought fit.