Article 5 - Nomination and Election Procedures
5.1 Nominations for the Board of Directors:
a) Any voting Member may submit a written nomination for a candidate to be elected to the Board to the Chief Executive Officer by October 1st of the election year. An individual may not nominate himself or herself for election.
b) 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).
c) Notice of the nomination and copies of the consent form and personal profile shall be circulated to the Provincial/Territorial Associations and Director Members at least twenty days (20) prior to the Annual Meeting.
d) A candidate may withdraw from the election any time prior to the start of voting.
e) A paid employee of a provincial/territorial, national or international softball association shall not be entitled to be nominated for election as a Director.
f) 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, who does not have the status of bankrupt, may be nominated for election as a Director.
5.2 Election of Directors
a) Association elections shall be carried out by written ballot at the Annual Meeting.
b) The President and Directors shall be elected on separate ballots. 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 Period of Office
a) The Directors of the Association shall continue in office until their respective
successors are duly elected or appointed as provided for in these Bylaws.
5.4 Resignation or Termination of Office
a) A Director may resign his/her office by forwarding a written resignation to
the Chief Executive Officer of the Association.
b) A Director may be removed from office by an Ordinary Resolution (50% plus 1) to that effect of the Members at any Member’s Meeting. 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.
c) 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 until the next Annual Meeting of Members. No more than one-third (1/3) of the total number of directors elected at the previous Annual Meeting can be appointed.
5.5 Vacate Office
a) The office of any Director will be vacated automatically if the Director:
i) Is found by a court to be of unsound mind;
ii) Becomes bankrupt, suspends payment, or compounds with his creditors, or makes unauthorized assignment, or is declared insolvent; or
iii) Upon the Director’s death.
5.6 Board Meetings
a) Meetings of the Board of Directors will be held any time and place as determined by the Board of Directors.
b) 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.
c) At any meeting of the Board of Directors, quorum will consist of a majority of Directors holding office.
d) Each Director, excluding the President and the Past President, 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 upon a majority of the votes being in favor of the resolution. In the case of a tie, the President is entitled to a deciding vote; in the case that the President abstains from voting and breaking a tie, the motion is defeated.
e) Meetings of the Board will be closed to Members, excluding all Director Members, and the public except by invitation of the Board.
f) A meeting of the Board may meet by teleconference provided that either a majority of the Directors consents to meeting by teleconference or meeting of teleconference have been approved by resolution passed by the Directors at a meeting of the Directors.
g) The Directors may meet by other electronic means that permits each Director to communicate adequately with each other provided that:
i) The Directors have passed a resolution addressing the mechanics of holding such a meeting and dealing specifically how security issues should be handled, the procedure for establishing quorum and recording votes;
ii) Each Director has equal access to the specific means of communications to be used;
iii) Each Director has consented in advance to meeting by electronic means using the specific means of communication proposed for the meeting.
h) 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.
5.7 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.