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BY-LAW No. 1 Part 2 of 3


 

Section Five  
Board of Directors and Officers
  Election of Directors

5.01 


The corporation shall be managed by the Board of Directors
who shall have full power and authority to manage and
control the affairs of the Corporation. Up to a maximum of
13 directors and no less than 7 Directors shall constitute
the Board of Directors. The Directors shall be elected at
the Annual General Meeting or Special Meeting of the
Corporation. In addition, pursuant to Section 5.07, a
Director may be appointed by the Board to hold office until
the next Annual General Meeting or Special Meeting. Each
Director shall also be an Officer of the Corporation. At the
Annual General Meeting the members shall appoint the office
to be held by each Director.

 
  Officer Positions

5.02 
The board shall include the following Officers - President,
Vice-President of Touring, Vice-President of Skiing,
Treasurer, Secretary, Director of Special Events, Director
of Social and Education, Director of Publicity and
Promotion, Director of Civic Affairs, Newsletter Editor and
Past President or such other Officers as the Board may
determine. The Board may appoint such other Officers or
committee chairmen as they deem appropriate who shall hold
office until the next Annual General Meeting of the
Corporation or until their successors have been appointed.

 
  Term of Office of Directors/Officers

5.03 
Directors shall be elected yearly to hold office for a term
of one year until the next Annual General Meeting of the
Corporation or until their successors have been elected or
appointed. The President shall be an ex-officio member of
all standing committees. All elected and appointed Directors
shall retire at the end of the term of office at the Annual
General Meeting and shall be eligible for re-election if
otherwise qualified. The term of office of Officers or
committee chairmen shall expire at each Annual General
Meeting but such person shall be eligible for re-appointment
if otherwise qualified.

 
  Past President

5.04 
The position of Past President shall not be an elected
position but one that is ex-officio automatically appointed
arising for the period of one year immediately following his
term as President. This position is held by the individual
for only one year and is a voting position.

 
  Resignations

5.05 
The resignation of a Director shall become effective upon
its acceptance by the Board or at the expiration of notice
in writing signed by the resigning Director and sent by
registered mail to the President of the Corporation.

 
  Absence, Incapacity or Resignation of President

5.06 
In the event of the absence, incapacity or resignation of
the President, the Vice-President of Touring shall be the
acting President during the Skiing season (November to
March) or the Vice-President of Skiing shall be the acting
President during the Cycling season (April to October) until
the next meeting of the Board, at which time the Board shall
elect a President from among the Directors. In the event of
both these Directors being absent, incapacitated, refusing
to so act or having resigned, the Board shall appoint the
President from among the remaining Directors.

 
  Vacancies

5.07 
Vacancies on the Board, however caused, may be filled by the
Board from among qualified members of the Corporation, so
long as there is a Quorum of Directors in office. Such
vacancies may be filled by appointments from the membership
made by such directors in office. A person appointed by such
Directors then in office, to fill a vacancy in the board,
shall hold office for the balance of the unexpired term of
the vacating Director.

 
  Removal from Office

5.08 
Any Director of the Board or any Officer reporting to the
Board may at any time be removed from office by a resolution
passed at a special meeting of the members called for that
purpose. A vacancy so caused may be filled at such meeting
from members nominated at such meeting, and the member so
elected shall hold office, subject to the term of office of
the Director or Officer so removed

 
  Disqualification

5.09 


At any special meeting, the meeting may by resolution
declare that any Director shall cease to be a Director of
the Board and his office vacated before the expiration of
his term:
  1. If he holds any other office or place yielding profit
    from Corporation transactions, and/or,
  2. If he is concerned in or participates in profits of any
    contract with the Corporation;

provided that no director shall vacate his office by reason
of his being a shareholder or member of any corporation
which has entered into any contract with ordinary work for
the Corporation of which he is a Director, but he shall not
vote in respect of any such contract or work.

 
  Irregularity

5.10 

No act or proceeding of any Director or Officer shall be
deemed invalid or ineffective by reason of the subsequent
ascertainment of any irregularity in regard to his
appointment or qualification.

 
  Nominating Committee

5.11 
The Board shall appoint a Nominating Committee to receive
nominations and put forward the names of prospective
Directors from the membership in advance of the Annual
General Meeting. Members of the Nominating Committee shall
not be eligible themselves for such positions.

 
  Nominations and Elections

5.12 
All nominations for the Board of Directors shall be sent to
the Nominating Committee in writing, duly seconded by one
other member and with the consent of the nominee. The
Secretary shall ensure that all such nominations shall be
included in the notice of the Annual General Meeting
published in the newsletter of the Corporation, provided
that such nominations are received before the deadline for
the newsletter that is published prior to the Annual General
Meeting or a Special Meeting called for such purpose. In
addition, nominations may be received at the Annual General
Meeting by the nominating committee, duly seconded by one
other member and with the consent of the nominee, in writing
up until the hour fixed for the Annual General Meeting or
Special Meeting called for such purpose. A member duly
nominated as Director/Officer and subsequently defeated may
be nominated for one other office at the Annual General
Meeting or Special Meeting.

 
 

Section Six  Meetings of the Board
  Notice of Directors Meeting

6.01 
Reasonable notice of a meeting of the board shall be given to
each Director personally, and in default of personal notice
shall be given by telephone, at least three days in advance,
or in writing by letter postmarked at least seven days in
advance addressed to each Director at the address of record,
provided however, that if a certain day or date in each month
is affixed by the Directors for holding regular meetings no
notice of any Directors meeting need be given to any Director.

 
  Quorum for Meeting

6.02 
A simple majority of the board shall constitute a quorum for
the transaction of business at any meeting of the Directors.
But this simple majority must include any three of the five
following Directors - President, Vice-President of Touring,
Vice-President of Skiing, Treasurer and Secretary.
Notwithstanding vacancies in the Board, the remaining
directors may exercise all the powers of the Board so long as
a Quorum of the board remains in office.

 
  Order of Business

6.03 
The order of business at meetings of the Board shall be
determined by the President but to follow standard accepted
practice. The order of business may be altered at any meeting
by a majority of the Directors present.

 
  Voting at Meeting

6.04 

 Questions arising at any meeting of the Board and its
committees shall be decided by a majority of votes of those
present. Each Director shall be entitled to cast one vote
notwithstanding that he may hold more than one Officer
position. In any case of an equality of votes, the chairman of
the meeting, in addition to his original vote, shall have a
second deciding vote.

 
 

Section Seven  Duties of the Directors/Officers
  Director Positions

7.01 
The elected Directors/Officers of the Corporation shall
consist of the President, Vice-President of Touring, Vice-
President of Skiing, Treasurer, Secretary, Director of Special
Events, Director of Social and Education, Director of
Publicity and Promotion, Director of Civic Affairs, Newsletter
Editor and Past President or such other directorships as the
Board may determine.

 
  President

7.02 
The President shall be the chief executive officer of the
Corporation and preside at all meetings of the Board and
members of the Corporation.

 
  Vice-President of Touring

7.03 
The Vice-President of Touring shall conduct and oversee the
bicycle touring program.

 
  Vice-President of Skiing

7.04 


The Vice-President of Skiing shall conduct and oversee the
cross-country skiing program.

 
  Treasurer

7.05 
The Treasurer shall administer the finances of the
Corporation.

 
  Secretary

7.06 
The Secretary shall keep accurate minutes of each meeting of
Directors and members, administer secretarial duties of the
Corporation and perform or oversee all membership functions.

 
  Director of Special Events

7.07 

The Director of Special Events shall administer annual events
designated by the Board as special events.

 
  Director of Social and Education

7.08 
The Director of Social and Education shall plan and host,
where applicable, all social and educational evenings, the
Annual General Meeting and other members meetings.

 
  Director of Publicity and Promotion

7.09 
The Director of Publicity and Promotion shall be responsible
for promotional flyers, newsletter advertising and promotion
of the Corporation.

 
  Director of Civic Affairs

7.10 
The Director of Civic Affairs shall conduct or oversee
programs that further the general interests of the members.

 
  Newsletter Editor

7.11 
The Newsletter Editor shall be responsible for the TBN
Newsletter.

 
  Past President

7.12 
The Past President shall be the immediate Past President and
shall provide advice and continuity from the previous Board.

 
  Signing Officers

7.13 
Contracts, documents or any other instruments in writing
requiring the signatures of the Corporation shall be signed by
any two signing officers consisting of either the President,
V.P. touring, V.P. Skiing, Treasurer or Secretary and all
contracts, documents and instruments in writing so signed
shall be binding upon the Corporation without further
authorization or formality. The Board shall have the power by
resolution to appoint any Officer on behalf of the Corporation
to sign specific contracts, documents and/or instruments in
writing. Such contracts, documents or instruments shall have
the prior approval of the Board.

 
  Meeting Summaries

7.14 
Summaries of all decisions taken at board meetings shall be
prepared for publication in the newsletter of the Corporation.

 
  Employment

7.15 
No Director shall be an employee of the Corporation.

 
  Variation of Duties

7.16 
From time to time the board may vary or limit the powers or
duties of any Director or Officer.

 
 

Section Eight  Remuneration
  Reimbursement

8.01 
Directors shall not be remunerated for their work, and no
Director shall directly or indirectly receive any profit from
his position, provided that he shall be entitled to a
reimbursement for any reasonable expenses incurred in the
performance of his duties and approved by the board.

 
 

Special Remuneration


8.02 
The Board or an Officer of the Corporation designated by the
Board may fix any remuneration for persons employed by the
Corporation, but not Directors, to carry out such duties as
directed and approved by the Board or such Officer designated
by the Board.

 
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