Article 11-15
Article 11
CONFLICT OF INTEREST
11.01 A director or officer of the Society who is a party to a material contract or proposed material contract with the Society, or is a director or an officer of or has a material interest in any person who is a party to a material contract or proposed material contract with the Society shall disclose fully the nature and extent of his interest. No such director of the Society shall vote on any resolution to approve such contract. If a material contract is made between the Society and one or more of its directors or officers, or between the Society and another person of which a director or officer of the Society is a director or officer or in which he has a material interest, (i) the contract is neither void nor voidable by reason only of that relationship, or by reason only that a director with an interest in the contract is present at or is counted to determine the presence of a quorum at a meeting of directors or committee of directors that authorized the contract, and (ii) a director or officer or former director or officer of the Society to whom a profit accrues as a result of the making of the contract is not liable to account to the Society for that profit by reason only of holding office as a director or officer, if the director or officer disclosed his interest in accordance herewith and the contract was approved by the directors or the members and it was reasonable and fair to the Society at the time it was approved.
Article 12
FOR THE PROTECTION OF DIRECTORS AND OFFICERS
12.01 General. No director or officer of the Society shall be liable for the acts, receipts, neglects or defaults of any other director or officer or employee or for joining in any receipt or act for conformity or for any loss, damage or expense happening to the Society through the insufficiency or deficiency of title to any property acquired by the Society or for or on behalf of the Society or for the insufficiency or deficiency of any security in or upon which any of the monies of or belonging to the Society shall be placed out or invested or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person, firm or corporation including any person, firm or corporation with whom or which any monies, securities or effects shall be lodged or deposited or for any loss, conversion, misapplication or misappropriation of or any damage resulting from any dealings with any monies, securities or other assets belonging to the Society or for any other loss, damage or misfortune whatever which may happen in the execution of the duties of his respective office of trust or in relation thereto, unless the same shall happen by or through his failure to exercise the powers and to discharge the duties of his office honestly, in good faith with a view to the best interests of the Society, and in connection therewith to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances, provided that nothing herein contained shall relieve a director or officer from the duty to act in accordance with the Act or relieve him from liability under the Act. The directors for the time being of the Society shall not be under any duty or responsibility in respect of any contract, act or transaction whether or not made, done or entered into in the name or on behalf of the Society, except such as shall have been submitted to and authorized or approved by the directors. If any director or officer of the Society shall be employed by or shall perform services for the Society otherwise than as a director or officer or shall be a member of a firm or a shareholder, director or officer of a body corporate which is employed by or performs services for the Society the fact of his being a member, director or officer of the Society or body corporate or member of the firm shall not disentitle such director or officer or such firm or body corporate, as the case may be, from receiving proper remuneration for such services.
12.02 Insurance. The Society shall be required to purchase insurance for the protection of the members of the Board including but not limited to liability insurance, errors and omissions insurance and environmental liability insurance.
Article 13
INDEMNITIES of DIRECTORS AND OTHERS
13.01 Except in respect of an action by or on behalf of the Society or body corporate to procure a judgment in its favour, the Society shall indemnify any person, a director or officer of the Society, a former director or officer of the Society or a person who acts or acted at the Society’s request as a director or officer of a body corporate of which the Society is or was a shareholder or creditor, and his heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him in respect of any civil, criminal or administrative action or proceeding to which he is made a party by reason of being or having been a director or officer of the Society or body corporate, if:
(a) he acted honestly and in good faith with a view to the best interests of the Society; and
(b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he had reasonable grounds for believing that his conduct was lawful.
Article 14
OFFICERS OF THE SOCIETY
14.01 Appointment. The Board annually or as often as may be required shall appoint from among themselves a Chair of the Board, Vice-Chair or two (2) Vice-Chairs, an immediate Past Chair, a Secretary and a Treasurer. Two or more offices of the Society may be held by the same person. In case and whenever the same person holds the offices of Secretary and Treasurer he may but need not be known as the Secretary-Treasurer. The Chair may not hold a dual executive office such as Chair and Treasurer due to potential conflict of interest. The directors may from time to time appoint such other officers and agents as they shall deem necessary who shall have such authority and shall perform such functions and duties as may from time to time be prescribed by resolution of the directors. The directors may from time to time and subject to the provisions of the Act, vary, add to or limit the duties and powers of any officer.
14.02 Removal of Officers and Vacation of Office. All officers Senior Staff Officer and agents, shall be subject to removal by resolution of the directors at any time, with or without cause. An officer of the Society ceases to hold office when he dies, resigns or is removed from office. A resignation of an officer becomes effective at the time a resignation is received by the Society, or at the time specified in the resignation, whichever is later.
14.03 Vacancies. If the office of Chair, Vice Chair(s), Secretary, Treasurer, Senior Staff Officer or any other office created by the Board becomes vacant by reason of death, resignation or in any other manner whatsoever, the directors shall appoint an individual to fill such vacancy. In the case of any other officers, the Board may fill such vacancy.
14.04 Chair of the Board The Chair shall, if present, preside as chairperson at all meetings of the Board and of members of the Society. The Chair shall sign such contracts, documents or instruments in writing as required, shall be an ex officio, voting member of all committees of the Board and shall have such other powers and shall perform such other duties as normally pertain to this office or as may from time to time be assigned to the Chair by resolution of the Board. The Vice Chair or designate shall assume all the duties of the Chair in the absence of the Chair.
The Chair shall provide ongoing counsel and guidance to the Senior Staff Officer. The Senior Staff Officer, while reporting directly to the Board, is primarily responsible for supervising the affairs and regular operations of the Society. The Chair shall co-ordinate the preparation and review of the Senior Staff Officer’s Annual Performance Review, such review being based on pre-determined, Board approved objectives and measurement criteria.
14.05 Vice Chair(s). The Vice Chair(s) shall have such powers and shall perform such duties as may from time to time be assigned to him by resolution of the directors or as are incident to his office (except as may otherwise be specified by the Board).
14.06 Senior Staff Officer. The Senior Staff Officer shall be the senior staff officer of the Society (except as may be otherwise specified by the Board) and shall (subject to the direction of the Board) exercise direct supervision and control over the business and affairs of the Society. The Senior Staff Officer, as authorized by the Board of Directors, shall sign such contracts, documents or instruments in writing as require his signature.
The Senior Staff Officer shall conform to all lawful orders given by the Board regarding the affairs of the Society. The Senior Staff Officer shall, at all reasonable times, respond to the Board or any of the directors and provide any information they may reasonably require that is material to the affairs of the Society.
14.07 Secretary. The Secretary shall give, or cause to be given, notices for all meetings of the Board and members when directed to do so and shall, subject to the provisions of the Act, maintain the records referred to in subsections hereof. He shall sign such contracts, documents or instruments in writing as require his signature and shall have such other powers and shall perform such other duties as may from time to time be assigned to him by resolution of the directors or as are incident to his office.
14.08 Treasurer. The Treasurer shall have such powers and shall perform such duties are generally relating to the financial affairs of the Society as may from time to time be assigned to him by resolution of the directors (except as may otherwise be specified by the Board).
14.09 Other Appointments The Board shall be entitled to appoint persons as Honourary Directors or having some other designation, such as Lifetime Director, Lifetime Member, Special Director or some other designation as the Board may deem appropriate having such terms and conditions of appointment as the Board may, from time to time, determine. Such directors shall not be entitled to receive any notice of, attend or vote at any meetings of the Board, nor shall such directors be considered to be directors for any purposes, with the intent that such position shall not confer any official, legal or other status, but be merely honorary. Persons appointed as such directors need not be members of the Society.
14.10 Duties of Officers may be Delegated. In case of the absence or inability or refusal to act of any officer of the Society or for any other reason that the directors may deem sufficient, the directors may delegate all or any of the powers of such officer to any other officer or to any director for the time being.
Article 15
BORROWING POWERS
15.01 General. The Board may from time to time:
(a) borrow or raise money on the credit of the Society; and
(b) issue, sell or pledge securities of the Society; and
(c) charge, mortgage, hypothecate or pledge all or any of the real or personal property of the Society, including, without restriction, book debts, rights, powers, franchises or undertakings, to secure any securities or any money borrowed, or other debt, or any other obligation or liability of the Society;
provided that debentures shall not be issued without the sanction of a special resolution of the Society.
15.02 Delegation. From time to time the directors may authorize any director, officer or employee of the Society or any other person to make arrangements with reference to the monies borrowed or to be borrowed as aforesaid and as to the terms and conditions of the loan thereof, and as to the securities to be given therefor, with power to vary or modify such arrangements, terms and conditions and to give such additional securities for any moneys borrowed or remaining due by the Society as the directors may authorize, and generally to manage, transact and settle the borrowing of money by the Society.
