The Directors shall:
The Board may:
Borrowing. The Directors may without authorization of the members, borrow monies required by the Corporation in the performance of its duties or in the exercise of its powers provided that each such borrowing or combination of borrowings in any calendar year that exceed fifteen (15%) percent of the projected revenue of the Corporation shall be approved or ratified by special resolution. The Directors may also:
The Directors shall not assign or delegate their power of borrowing.
Extraordinary sale. A sale, lease, or exchange of all or substantially all the property of a Corporation other than in the ordinary course of business of the Corporation requires the approval of the members in accordance with applicable law.
The Board of Directors shall:
The Corporation shall at all times have at least five (5) and at most fifteen (15) Directors providing representation for the following areas:
Past President may be invited by the Board of Directors to act as advisor to the elected President. This honorary non-voting position is for a one-year term after the election of a new President and is an appointment by the Board of Directors.
All of the Directors must be comprised of voting members in good standing.
Incumbent Director. At the end of their term, if their position is not filled through the call for nominations, the incumbent Director will continue in office until their successors are elected and / or appointed.
If a meeting of members fails to elect the number or the minimum number of Directors required by the articles by reason of the lack of consent, disqualification, incapacity or death of any candidates, the Directors elected at that meeting may exercise all the powers of the Directors if the number of Directors so elected constitutes a quorum.
Appointment of Directors. The Directors may appoint one or more additional Director(s), who shall hold office for a term expiring not later than the close of the next annual meeting of members, but the total number of Directors so appointed may not exceed one third of the number of Directors elected at the previous annual meeting of members.
Election or appointment as Director. An individual who is elected or appointed to hold office as a Director is not a Director and is deemed not to have been elected or appointed to hold office as a Director unless:
A Regional Director must reside in the region that they represent. In the event a regional representative is non-resident at the time of the election, the Board of Directors may appoint a Regional Director who will hold office until the next regular election. The appointed Regional Director may or may not be a regional resident.
To ensure a diversity of experience, a limit of two (2) members from any one company or organization can be Directors at the same time.
Board members shall serve for three years, to a maximum of two (2) three-year terms within any seven-year period.
Partial terms served to fill unexpired Director vacancies shall not be counted toward the two (2) elected term limit.
Office Terms. It is not necessary that all Directors elected at a meeting of members hold office for the same term.
Director vacancy. The office of Director shall be automatically vacated if a Director dies or:
Director Appointment. If a vacancy is created by reason of the provisions of paragraph 35 above, the remaining Directors may, by a majority vote among all remaining Directors, fill the vacancy by appointing a member in good standing of the Corporation, or such other person as may be acceptable to the Board of Directors. A Director appointed to fill a vacancy holds office until the next Annual Meeting of Members.
Removal of Director. The members of the Corporation may by ordinary resolution at a meeting of the members remove any Director or Directors from office.
Vacancy. A vacancy created by the removal of a Director may be filled at the meeting of the members at which the Director is removed or
If all of the Directors have been removed without replacement, a person who manages or supervises the management of the business and affairs of the Corporation is deemed to be a Director; but this does not apply to:
Director Appointment. If a vacancy is created by reason of the provisions of paragraph 37 above, the remaining Directors may, by a majority vote among all remaining Directors, fill the vacancy by appointing a member in good standing of the Corporation, or such other person as may be acceptable to the Board of Directors. A Director appointed to fill a vacancy holds office until the next Annual Meeting of Members.