The Directors shall:

1. 1. Manage, or supervise the management of, the business and affairs of the Corporation.
   2. Perform and carry out the duties and responsibilities of the Board as are imposed by the bylaws of the Corporation;
   3. Keep minutes of its proceedings;
   4. Cause minutes to be kept of general meetings of the Members and, upon written request, provide copies thereof to Members;
   5. Prepare proper accounts relating to all monies of the Corporation, and the income and expenditure thereof, for each Annual General Meeting;
   6. Maintain financial records of all assets, liabilities, and equity of the Corporation;
   7. On written application of a member in good standing, or any person authorized in writing by a member in good standing, make the books of account available for inspection at all reasonable times;
   8. Ensure that all necessary books and records of the Corporation required by the bylaws of the Corporation or by any applicable statute or law (including minutes, notices, securities registers, and articles) are regularly and properly kept at the Corporation’s registered office or other place in Canada designated by the Directors.

The Board may:

1. Appoint and engage such agents on behalf of the Corporation as it deems necessary in connection with the management and administration of the Corporation, and anyone so appointed shall have the authority and shall perform the duties prescribed by the Board at the time of appointment and thereafter.
2. Delegate to one or more members of the Board such of its powers and duties as it thinks fit, and at any time revoke such delegation.
3. Administer the affairs of the Corporation in all things and make or cause to be made for and in the name of the Corporation, any contract which the Corporation may lawfully enter into, amend or terminate and, unless otherwise provided in these bylaws, may exercise all such other powers and do such other acts and things as the Corporation is authorized to exercise and do.
4. Obtain and retain by contract the services of an agent for the purposes of managing the day-to-day business affairs of the Corporation, and upon such terms as the Board may from time to time decide, subject to the control and direction of the Board, such agent to be reasonably fit and suited to perform such duties. The agent contracted by the Board need not devote its full time to the performance of duties of the Corporation so long as those duties are performed in a good and sufficient fashion. Any such contract may, in the Board’s discretion, provide for obtaining and maintaining of a fidelity bond or insurance in respect of the manager and its employees for the benefit of; and such bond or insurance shall be in an amount as determined by the Board from time to time.
5. Authorize expenditures on behalf of the Corporation from time to time, and may delegate by resolution to an officer or officers of the Corporation the right to engage and pay agents / contractors, all such expenditures to be strictly within the limits of the currently approved budget by line item.

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:

1. Issue, reissue, sell, pledge or hypothecate debt obligations of the Corporation;
2. Give a guarantee on behalf of the Corporation to secure performance of an obligation of any person.
    

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:

1. Determine from time to time the amount payable by members for annual fees to be collected for the purposes of the Corporation.
2. Take such steps as they may deem reasonable and necessary to enable the Corporation to acquire, accept, solicit, or receive legacies, gifts, grants, settlements, bequests, endowments and donations of any kind whatsoever for the purpose of furthering the objects of the Corporation.

The Corporation shall at all times have at least five (5) and at most fifteen (15) Directors providing representation for the following areas:

1. 1. One (1) Director elected by members of the Certification Commission as Chair of the Certification Commission and Director on the Board of Directors; and
   2. One (1) Director elected by members of the Education Commission as Chair of the Education Commission and Director on the Board of Directors; and
   3. One (1) Director representing the Atlantic Region (New Brunswick, Nova Scotia, Prince Edward Island, and Newfoundland and Labrador; and
   4. One (1) Director representing the Quebec region; and
   5. One (1) Director representing the Ontario region; and
   6. One (1) Director representing the Central region (Manitoba, Northwest Territories, Nunavut); and
   7. One (1) Director representing the Western region (Alberta and Saskatchewan); and
   8. One (1) Director representing the Pacific region (British Columbia and Yukon); and
   1. With the balance being Directors at Large who do not represent any particular region.
   10. A DRI International representative may attend the Board of Directors meetings.

Past President

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.

1. All of the Directors of the Corporation:
   1. must be resident Canadians.
   2. shall not hold a financial contract nor receive any remuneration during their term of office with DRIC or DRII.
   3. Shall not serve as an elected or appointed director (or equivalent) of a competing corporation during their term of office, unless appointed as a DRIC representative.

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:

1. They were present at the meeting when the election or appointment took place and they did not refuse to hold office as a Director; or
2. They were not present at the meeting when the election or appointment took place and
   1. They consented to hold office as a Director in writing before the election or appointment or within ten days after it, or
   2. They had acted as a Director pursuant to the election or appointment.
3.   A Director not elected for an expressly stated term ceases to hold office at the close of the first annual meeting of members following the Director's appointment.
4. An appointed Director may be re-appointed each year at the Annual General Meeting, in accordance with Appointment of Directors.
5. The appointed Director cannot hold an Executive Officer position.

Regional Director
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.

At each annual meeting at which an election of Directors is required, the members in good standing shall, by ordinary resolution, elect Directors to hold office.

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:

1. Resigns or retires as a member or a Director by delivering a written resignation to the secretary of the Corporation, in which case resignation of a Director becomes effective at the time a written resignation is sent to the Corporation, or at the time specified in the resignation, whichever is later;
2. Is found by a court to be of unsound mind;
3. Becomes bankrupt or insolvent;
4. Fails to attend three (3) consecutive meetings of the Board of Directors without prior notice to the President in any twelve (12) month period where proper notice has been given to such Director in accordance with these bylaws.

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:

1. A lawyer, notary, accountant or other professional who participates in the management of the Corporation solely for the purpose of providing professional services; or
2. A trustee in bankruptcy, receiver, receiver-manager or secured creditor who participates in the management of the Corporation or exercises control over its property solely for the purpose of the realization of security or the administration of a bankrupt's estate, in the case of a trustee in bankruptcy.

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.