RESOURCES

ARTICLE 5 – NOMINATION AND ELECTION PROCEDURES

5.1    Nominations for the Board of Directors:

1. Any individual may submit a written nomination for a candidate to be elected to the Board to the Nominations Committee by October 1st of the election year.
2. The nomination shall be accompanied by a personal profile and a consent form signed by the nominee (an electronic signature is sufficient for this purpose) and a statement describing how they are Independent (or how they will become Independent within thirty (30) days following their election).
3. Notice of the nomination and copies of the consent form and personal profile shall be circulated to the Members at least twenty (20) days prior to the Annual Meeting..
4. A candidate may withdraw from the election any time prior to the start of voting
5. A Nominations Committee, appointed by the Board, will also seek out individuals to be nominated for election. The Nominations Committee will endeavour to ensure that candidates for election consist of a diverse selection of individuals including athletes, visible minorities, geographic residence , and gender identity by way of recruitment, advertisement or others means determined by the Nominations Committee.
6. Any individual, who is eighteen (18) years of age or older, who has the power under law to contract, who has not been declared incapable by a court in Canada or in another country, and who does not have the status of bankrupt, may be nominated for election as a Director.

5.2    Election of Directors

1. Association elections shall be carried out by written ballot at the Annual Meeting.
2. To be elected, a candidate must receive fifty percent plus one of the votes cast. Until a candidate reached this majority, the candidate receiving the least number of votes on any ballot shall be removed from the next ballot to be cast for the office.

5.3    Gender Representation Election Procedures  

1. To ensure that no more than sixty percent (60%) of the Directors identity as the same gender, the Nominations Committee will ask each Director whose term is not expiring to self-declare their gender identity. If there are five (5) individuals who identify as one gender identity, nominees of that same gender identity will not be permitted to stand for election. If there are more nominees than available positions, the nominee(s) receiving the greatest number of votes will be elected provided the election does not result in a violation of the gender identity maximum. For clarity, if there are four (4) individuals of the same gender identity serving on the Board, only one (1) Director of that gender identity may be elected to the Board and the remaining nominees of that gender identity are not permitted to be elected once that individual has been elected. For further clarity, if there are four (4) Directors of the same gender identity currently on the Board, and two (2) or more of the nominees for a vacant Director-at-Large position are of that same gender identity, only one (1) of those individuals may be elected regardless of the number of votes for the nominees. 

5.4    Period of Office

1. Directors will serve term limits of three (3) years, to a maximum total of nine (9) years, and will hold office until they or their successors have been duly elected in accordance with these Bylaws, unless they resign, or are removed from or vacate their office, except:
   1. An individual may serve a maximum of six (6) years as President; and
   2. Directors serving at the time of the ratification of these By-laws who have exceeded the maximum term limit of nine (9) consecutive years will retain their position for the remainder of the term.

5.5   Resignation or Termination of Office

1. A Director may resign their office by forwarding a written resignation to the Chief Executive Officer of the Association.
2. A Director may be removed from office by an Ordinary Resolution of the Members at any meeting of the Members. A Director may be suspended from office for any conduct deemed detrimental to the Association by a unanimous vote of all remaining Directors. An appeal of this decision may be made to the Members at the next Annual Meeting.
3. Where the position of a Director becomes vacant for whatever reason and there is still a quorum of Directors, the remaining Directors may appoint a qualified individual to fill the vacancy for the remainder of the vacant term. No more than one-third (1/3) of the total number of directors elected at the previous Annual Meeting can be appointed.

 

5.6    Vacate Office

1. The office of any Director will be vacated automatically if the Director:
   1. Is found by a court to be of unsound mind;
   2. Becomes bankrupt, suspends payment, or compounds with their creditors, or makes unauthorized assignment, or is declared insolvent; or
   3. Dies.

5.7    Board Meetings

1. Meetings of the Board of Directors will be held any time and place as determined by the Board of Directors.
2. Notice served other than by mail, of Board Meetings will be given to all Directors at least forty-eight (48) hours prior to the scheduled meeting. Notice served by mail will be sent at least fourteen (14) days prior to the meeting. No Notice of a meeting of the Board of Directors is required if all Directors waive notice, or if those absent consent to the meeting being held in their absence.
3. At any meeting of the Board of Directors, quorum will consist of a majority of Directors holding office.
4. Each Director is entitled to one vote. Voting will be by a show of hands, orally or by electronic ballot, unless a majority of Directors present request a secret ballot. Resolutions will be passed by Ordinary Resolution. Tied votes fail.
5. Meetings of the Board will be closed to Members, excluding all Director Members, and the public except by invitation of the Board.
6. A meeting of the Board may be held by teleconference provided that either a majority of the Directors consents to meeting by teleconference or meetings by teleconference have been approved by resolution passed by the Directors at a meeting of the Directors.
7. The Directors may meet by other electronic means that permits each Director to communicate adequately with each other provided that:
   1. The Directors have passed a resolution addressing the mechanics of holding such a meeting and dealing specifically with how security issues should be handled, the procedure for establishing quorum and recording votes;
   2. Each Director has equal access to the specific means of communications to be used;
   3. Each Director has consented in advance to meeting by electronic means using the specific means of communication proposed for the meeting.   
8. Any Director who is unable to attend a meeting may participate in the meeting by telephone or other telecommunications technology. Directors who participate in a meeting by telephone or other telecommunications technology are considered to have attended the meeting.

 

5.8 In accordance with Section 141 of the Act, a Director, Officer, or Member of a committee who has an interest, or who may be perceived as having an interest, in a proposed contract or transaction with the Association will comply with the Act and the Association’s Conflict of Interest Policy and will disclose fully and promptly the nature and extent of such interest to the Board or Committee, as the case may be; will refrain from voting or speaking in debate on such contract or transaction; will refrain from influencing the decision on such contract or transaction; and will otherwise comply with the requirements of the Act regarding conflict of interest.