Subject to the Act and the Articles, the Board shall manage or supervise the management of the activities and affairs of the Federation.
5.02 Number of Directors
The Board shall consist of a number of Directors between the minimum and maximum number of Directors specified in the Articles. The precise number of Directors on the Board shall be determined from time to time by the Members by Ordinary Resolution, or, if the Ordinary Resolution empowers the Directors to determine the number of Directors, by resolution of the Board. At least two of the Directors shall not be Officers or employees of the Federation or its affiliates.
Each Director shall be an individual who is not less than eighteen (18) years of age. Each Director shall be a Member of the Federation. No person who has been found by a court in Canada or elsewhere to be mentally incompetent, or who has the status of a bankrupt shall be a Director.
5.04 Board Composition
The Board shall be composed, as much as possible, of the following Directors:
(a) a President;
(b) a Past-President;
(c) a President-Elect;
(d) an Honorary Secretary;
(e) a National Coordinator (MWIA);
(f) a Treasurer;
(g) a Director to represent each Region;
(h) a Director to represent the position of Representative to the Canadian Medical Association Specialist Forum;
(i) a Director to represent the position of Representative to the Canadian Medical Association Committee on Education and Professional Development;
(j) a Director to represent the position of Resident Representative; and
(k) a Director to represent the position of Student Representative.
The Presidents of the Branches, while not Directors within the meaning of the Act, shall be included on the Board. The criteria for each position on the Board shall be set out in the Operating Policies.
5.05 Election of Directors and Term
(a) Subject to the Articles, Directors shall be elected to fill positions (c) to (k) in section 5.04, by the Members by Ordinary Resolution at an annual meeting of Members at which an election of Directors is required.
(b) The terms of office of Directors shall be one (1) year or as determined by Ordinary Resolution of the Members.
(c) If Directors are not elected at a meeting of Members, the incumbent Directors shall continue in office until their successors are elected.
(d) Directors shall be eligible for re-election without limitation.
(e) The Board shall establish a nominating committee, the details of which shall be set forth in the Operating Policies. The Nominating Committee shall present a report to the Members for the election of Directors and such report will be prepared in accordance with the requirements of this By-Law and the Operating Policies, including section 5.04 respecting Board Composition.
5.06 Appointment of Directors
Pursuant to the Articles, following the conclusion of the annual general meeting of Members each year, the Board shall appoint the President and Past-President to hold office for a term expiring not later than the close of the next annual meeting of Members. The Board may also appoint other Directors (the “appointed Directors”) to hold office for a term expiring not later than the close of the next annual meeting of Members. The number of appointed Directors shall not exceed one-third (1/3) of the number of Directors elected by the Members at the previous annual meeting of Members.
5.07 Ceasing to Hold Office
A Director ceases to hold office when the Director dies, resigns, is removed from office by the Members in accordance with section 5.09, or no longer fulfills all of the qualifications to be a Director set out in section 5.03, as determined in the sole discretion of the Board. Where a person is no longer a Director, then such person shall be deemed to have also automatically resigned as an Officer and/or a committee member, as applicable, provided that the Board may in its discretion subsequently re-appoint such individual as an Officer or committee member if the Board deems it appropriate in the circumstances.
A resignation of a Director becomes effective at the time a written resignation is sent to the Federation or at the time specified in the resignation, whichever is later.
The Members may, by Ordinary Resolution, passed at a meeting of Members, remove any Director from office before the expiration of the Director’s term and may elect a qualified individual to fill the resulting vacancy for the remainder of the term of the Director so removed, failing which such vacancy may be filled by the Board.
5.10 Filling Vacancies
In accordance with and subject to the Act and the Articles, a quorum of the Board may fill a vacancy in the Board, except a vacancy resulting from an increase in the number or the minimum or maximum number of Directors, or from a failure of the Members to elect the number of Directors required to be elected at any meeting of Members. If there is not a quorum of the Board, or if the vacancy has arisen from a failure of the Members to elect the number of Directors required to be elected at any meeting of Members, the Board shall forthwith call a special meeting of Members to fill the vacancy. If the Board fails to call such meeting or if there are no Directors then in office, any Member may call the meeting. A Director appointed or elected to fill a vacancy holds office for the unexpired term of their predecessor.
Subject to the Act, the Board may appoint from their number a managing director or a committee of Directors (which may be referred to as an executive committee) and delegate to the managing director or committee any of the powers of the Board, except those which may not be delegated by the Board pursuant to subsection 138(2) of the Act. Unless otherwise determined by the Board, such a committee shall have the power to fix its quorum at not less than a majority of its Members, to elect its chair and to otherwise regulate its procedure.
The Board may from time to time appoint any committee or other advisory body, as it deems necessary or appropriate for such purposes and, subject to the Act, with such powers as the Board shall see fit. Any committee member may be removed by the Board. Unless otherwise determined by the Board, a committee shall have the power to fix its quorum at not less than a majority of its Members, to elect its chair and to otherwise regulate its procedure.
5.13 Conflict of Interest
Every Director and Officer shall disclose to the Federation the nature and extent of any interest that the Director or Officer has in a material contract or material transaction, whether made or proposed, with the Federation, in accordance with the manner and timing provided in section 141 of the Act.
Every Director, Officer, committee member, employee and volunteer, shall respect the confidentiality of matters brought before the Board or before any committee of the Board. Employees and volunteers shall also keep confidential matters that come to their attention as part of their employment or volunteer activities.
The Federation shall provide present or former Directors or Officers with the indemnification described in section 151 of the Act.