By-laws (continued)
D. Board of Directors
Directors
34. The number of Directors shall be five (5) or a greater number determined at a General Meeting, with at least half of the total Board of Directors being made up of persons with disabilities.
35. The Board of Directors shall be elected by the Members at each Annual General Meeting.
36. The quorum for a meeting of the Board of Directors shall be at least three (3) Members.
37. All Members of the Board of Directors shall be Members of the Society.
38. Consent of a nominee for election as a Director of the Society must be obtained before her/his nomination.
39. The Directors shall take office immediately upon their election and shall hold office until the next Annual General Meeting.
Duties of the Directors
40. The Board of Directors shall be responsible for carrying on the business and activities of the Society in such a way as to fulfill the Society's purposes and objectives.
41. The Directors shall serve without compensation and no Director shall, directly or indirectly, receive any profit from her/his position as such. Reasonable expenses incurred by any Director in the performance of her/his duty may be paid.
42. Minutes of all Board of Directors meetings shall be available for inspection by all Members.
43. The Directors shall retire from office at each Annual General Meeting when their successors shall be elected.
44. In the absence of a recording secretary from a meeting, the Directors shall appoint another person to act as recording secretary for the meeting.
45. A Director may at any time convene a meeting of the Directors.
46. Quorum shall be a majority of the Directors in office, not less than three (3).
47. Meetings of Directors may be held by conference telephone call with a quorum present telephonically or by video conferencing or equivalent new technology.
Officers
48. The President, Vice President, Secretary, Treasurer and one At Large Board member shall be the Officers of the Society.
49. The Officers of the Society shall be elected by the Board of Directors from its membership at its first meeting following the Annual General Meeting of the Society.
50. Election of Officers may be made by acclamation; otherwise it shall be by ballot.
Duties of the Officers
51. The President shall preside at all meetings of the Society and of the Directors.
52. The President shall be the Chair of all meetings of the Directors, but if the President is not present within 30 minutes after the scheduled meeting time, the Vice President shall act as chair. If neither is present, the Directors present may choose one of their number to chair the meeting.
53. The Vice President shall carry out the duties of the President in her/his absence.
54. The Secretary shall oversee notice of meetings of the Society and the Board of Directors and shall oversee reports from the Society to the Societies Branch and all other government organizations.
55. The Treasurer shall chair the Finance Committee and present financial statements to the Directors, Members and others when required.
Replacement and Removal of Directors
56. The Directors may at any time and from time to time appoint a Member as a Director to fill a vacancy in the Board of Directors.
57. The Members may by special resolution remove a Director before the expiration of his/her term of office, and may elect a successor to complete the term of office.
E. Committees
58. There shall be such committees as the Board and membership may, from time to time, deem advisable.
59. The committees may include, but are not limited to the following structure:
Artistic Programming Committee
Communications and Marketing Committee
Finance Committee
Fundraising Committee
Personnel Committee
Special Events Committee
Volunteers and Membership Committee
60. Committees may be struck and persons elected to them by the Board or the membership.
61. Such a committee shall conform to any rules imposed on it by the Directors, and shall report on its business to the earliest meeting of the Board of Directors.
F. Financial
Financial Statement of the Society
62. The Directors shall present before the Members of the Society at the Annual General Meeting a financial statement showing the income and expenditures, assets and liabilities of the Society during the preceding fiscal year.
63. The financial statement shall be signed by two (2) or more Officers of the Society.
Fiscal Year
64. The fiscal year of the Society shall be from January 1st to December 31st of each year.
Borrowing
65. In order to carry out the purposes of the Society the Directors may, on behalf of and in the name of the Society, raise or secure the payment or repayment of money in the manner they decide, and, in particular but without limiting the foregoing, by the issue of debentures.
66. No debenture may be issued without the sanction of a special resolution.
67. The Members may by special resolution restrict the borrowing powers of the Directors, but a restriction imposed expires at the next Annual General Meeting.