B-23 BY-LAW 16 – MEETINGS OF THE BOARD OF DIRECTORS

Sponsor: Shannon Bittman, Vice-President | Disposition: Died on the Order Paper

Whereas the By-Law currently provides that a Special meeting of the Board may be called within two (2) weeks of the date of receipt by the President of a written request from not less than seven (7) members of the Board; and

Whereas the President or their designate has called Special Meetings of the Board without proper notice, and without making a reasonable attempt to ensure that all members of the Board of Directors are available for such meeting; and

Whereas Members of the Board of Directors are duly elected by the members to represent their interests, and therefore, should necessarily be given proper notice to enable them to attend all meetings of the Board; and

Whereas the Board has been tasked with the authority of acting on behalf of the Institute on all matters between AGM’s;

Therefore be it resolved that By-Law 16.3.1.2 be adopted as follows:

By-Law 16.3.1.2 (New) Notwithstanding 16.3.1 and 16.3.1.1, notice of the time and place for the holding of a meeting of the Board shall be given to every director of the Corporation by an electronic document in accordance with Part 17 of the Act, not less than seven (7) days before the time when the meeting is to be held.

Resolutions Sub-Committee Comments - The Canada Not-for-Profit Corporations Act(the Act) allows for the Board to meet “on any notice that the bylaws require” and Part 17 of the Act has no application to notices of Board meetings except in very particular circumstances outlined in the Act.

Published on 4 October 2017