ARTICLE IX – MEETINGS OF THE BOARD OF DIRECTORS
9.1 DIRECTORS MEETINGS
The Board of Directors shall meet a minimum of one (1) time per year at such time and place as determined by the President in consultation with the members of the Board of Directors.
- (a) Members of the Board of Directors shall receive notice of a meeting of the Board of Directors, by regular mail or facsimile, at least fourteen days in advance of the date of such meeting.
- (b) A meeting of the Board of Directors may be held on shorter notice or without written notice provided all have given their consent to the meeting being held. A minute of such consent shall be entered in the minutes.
- (c) No error or omission in giving notice of any meeting of the Board of Directors or any adjourned meeting of the Board of Directors shall invalidate such meeting or make void any proceedings taken thereat and any Director may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat.
- (d) A resolution in writing, signed by all the Directors entitled to vote on that resolution at a meeting of Directors or Committee of Directors, is as valid as if it had been passed at a meeting of Directors or Committee of Directors.9.3 MEETINGS BY TELEPHONE
If all the Directors of the Association consent thereto generally or in respect of a particular meeting, a Director may participate in a meeting of the Board of Directors or of a Committee of the Directors by means of telephone or other communications facilities which permits all persons participating in the meeting to hear each other, and a Director participating in such a meeting by such means is deemed to be present at the meeting.
9.4 SPECIAL MEETINGS
The Chair or a majority of the Board of Directors, shall have the authority to call a special meeting of the Board of Directors by providing each Board member with at least seventy-two (72) hours notice, such notice to be delivered by telephone or facsimile. Less than seventy-two (72) hours notice may be given if such meeting is consented to by each member of the Board of Directors. A minute of such consent shall be entered into the minutes.
A quorum at a meeting of the Board of Directors shall be three (3) Directors provided that there be in attendance at least one (1) Director from the east region and one (1) Director from the west region.
9.6 LOST QUORUM
Should circumstances arise where there remains less than a quorum of the Board of Directors in office, as otherwise described herein, the President shall appoint an Election Commission and together they shall have the authority to take the necessary steps to ensure the normal continuity of the business of the Association.
9.7 MEMBERS ATTENDING MEETINGS
Any member of the Association shall have the right to attend any regular meeting of the Board of Directors but is not entitled to notice of same.
9.8 RULES OF ORDER
Unless otherwise stipulated in these By-laws, Robert’s Rules of Order, as amended from time to time, shall govern all meetings of the Board of Directors.
The decisions of each meeting of the Board of Directors shall be recorded in the minutes by the recording secretary. Upon approval of the minutes by the Board of Directors and as soon as is practicably possible, such minutes in their approved form, shall be published in the official publication of the Association.
ARTICLE X – FISCAL YEAR
The fiscal year-end of the Association shall be the 31st day of December in each year.
ARTICLE XI – FUNDAMENTAL CHANGES TO THE ASSOCIATION
- (a) In the event of:
- (i) a proposed amendment to the Association’s articles of incorporation;
- (ii) a proposed dissolution of the Association; or
- (iii) a proposed amalgamation involving the Association, the members shall be provided with a minimum of sixty (60) days written notice setting out the nature of the proposed change.
- (b) The notice shall include a ballot to be signed by the member and returned to the Elections Committee by the date set out in the notice, such date to be no less than 30 days from the date of such notice. Ballots must be received by 5 p.m. local time at the place designated in the notice.
- (c) Following the close of ballots, the Elections Committee shall proceed to count the ballots.
- (d) Provided twenty-five percent or more of the members have returned a ballot and at least two-thirds (2/3) of those ballots returned indicate approval of the proposed change, the Association shall have the authority to carry out the change so proposed.
ARTICLE XII – BY-LAW AMENDMENTS
12.1 PROPOSED BY THE BOARD OF DIRECTORS
The By-laws of the Association may be adopted, amended or repealed by a resolution enacted by a majority of the Directors at a meeting of the Board of Directors and confirmed by an affirmative vote of at least two-thirds (2/3) of the members present and eligible to vote at a meeting of the members duly called for such purpose, provided that sixty (60) days written notice of such proposal is given to the membership.
12.2 PROPOSED BY THE MEMBERS
The members may propose the adoption, amendment or repeal of the By-laws of the Association by providing notice of the proposed adoption, amendment or repeal of the By- law, signed by 25% of the members entitled to vote at a meeting of the members, or 3 members entitled to so vote, which ever number is greater at the time the notice is received, and submitting such notice to the Association at least seventy-five (75) days prior to a general meeting.
- (a) Upon receipt of such notice, the Association shall cause the proposed adoption, amendment or repeal of the By-law to be included in the notice calling the meeting.
- (b) To be adopted by the Association, the proposed amendment must be approved by an affirmative vote of two-thirds (2/3) of the members present and eligible to vote at the meeting.
- (a) Amendments to these By-laws shall not be enacted until the approval of the Minister of Agriculture and Agri-Food for Canada has been obtained.
- (a) In the event of:
ARTICLE XIII – EXPENSES, INCOME AND PROPERTY
The income and property of the Association, from whatever source derived, shall be applied solely toward the promotion and furtherance of the objects of the Association.
No part thereof shall be paid or transferred directly or indirectly by way of bonus or otherwise as profit or gain to members of the Association, past, present or future, or to any person claiming through any member.
However, nothing herein contained shall prevent the bona fide payment or remuneration to any officer, registrar, editor, clerk, servant or other person or persons for services actually rendered to the Association, whether members of the Association or not, and including contribution to a pension fund, and the expenses of the Directors or Officers incurred in doing business for the Association.
The salaries of all employees of the Association shall be fixed from time to time by the Board of Directors and no employee shall be prevented from receiving such salary by reason of the fact that he or she is also a Director.