7.01 Appointment and Election

Subject to the Act and section 5.04 of this By-law, the Board may designate the offices of the Federation, appoint and elect Officers, specify their duties and, subject to the Act, delegate to such Officers the power to manage the affairs of the Federation. A Director may be appointed or elected to any office of the Federation. An Officer may, but need not be, a Director unless this By-law otherwise provides. Two (2) or more offices may be held by the same person.

7.02 Description of Offices

Unless otherwise specified by the Board (which may, subject to the Act, modify, restrict or supplement such duties and powers), the offices of the Federation, if designated and if Officers are appointed thereto, shall have the following duties and powers associated therewith, as well as such other duties and powers as the Board may specify from time to time:

(a) President – The President shall be a Director. The President shall, when present, preside at all meetings of the Board and of the Members.

(b) President-Elect – The President-Elect shall be a Director. If the President is absent or is unable or refuses to act, the President-Elect shall, when present, preside at all meetings of the Board and of the Members.

(c) Past-President – The Past-President shall be a Director. The Past-President shall act in an advisory capacity to the President and shall usually chair the Nominating committee.

(d) Honorary Secretary – The Honorary Secretary shall be a Director. The Honorary Secretary shall attend and be the Secretary of all meetings of the Board, Members and committees of the Board. The Honorary Secretary shall enter or cause to be entered in the Federation’s minute book, minutes of all proceedings at such meetings; the Honorary Secretary shall give, or cause to be given, as and when instructed, notices to Members, Directors, the public accountant and members of committees; the Honorary Secretary shall be the custodian of all books, papers, records, documents and other instruments belonging to the Federation.

(e) Treasurer – The Treasurer shall be a Director. The Treasurer shall be responsible for the maintenance of proper accounting records in compliance with the Act as well as the deposit of money, the safekeeping of securities and the disbursement of funds of the Federation; whenever required, the Treasurer shall render to the Board an account of all such person’s transactions as Treasurer and of the financial position of the Federation.

(f) National Coordinator (Medical Women’s International Federation) – The National Coordinator shall be a Director. The National Coordinator shall act as a liaison officer between the Federation and the Medical Women’s International Federation.

The duties of all other Officers of the Federation shall be such as the terms of their engagement call for or the Board or the President requires of them. The Board may from time to time and subject to the Act, vary, add to or limit the powers and duties of any Officer.

7.03 Term of Office

Officers, except the National Coordinator, shall hold their position for a period of one (1) year, or, in those cases where an Officer is appointed by the Board to fill a vacancy during the year, until the first meeting of the Board immediately following the annual general meeting. The National Coordinator shall hold her position for three (3) years and may be re-elected at the end of her term of office for one (1) more term.

7.04 Vacancy in Office

In the absence of a written agreement to the contrary, the Board may remove, whether for cause or without cause, any Officer of the Federation. Unless so removed, an Officer shall hold office until the earlier of:

(a) the Officer’s successor being appointed;

(b) the Officer’s resignation;

(c) such Officer ceasing to be a Director (if a necessary qualification of this appointment); or

(d) such Officer’s death.

If the office of any Officer of the Federation shall be or become vacant, the Board may appoint a person to fill such vacancy.