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Bylaw: Article V — Board of Governors

  1. Responsibilities - The property and business of the Corporation shall be managed by an executive committee called the Board of Governors. The Board shall administer the affairs of the Corporation in all things and make or cause to be made for the Corporation, in its name, any kind of contract which the Corporation may lawfully enter into and, except as otherwise specifically provided herein, shall exercise all such other powers and do all such other acts and things as the Corporation is by its Act of incorporation or otherwise authorized to exercise and do. Without limiting the foregoing, the Board shall have power to authorize expenditures on behalf of the Corporation from time to time. Also without limiting the foregoing, the principal responsibilities of the Board shall be the following:

    1. ensuring that the Corporation adheres to its mission and principles in force from time to time;

    2. ensuring strategic planning is done and guiding its development;

    3. ensuring that appropriate structures are in place to ensure that the Policies are carried out;

    4. developing and maintaining fiscal responsibility at all levels in the Corporation including, without limitation, approval of the annual budget of the Corporation;

    5. ensuring a risk management program is in place and monitoring its results;

    6. hiring, directing and evaluating the performance of the CEO;

    7. ensuring that an effective and responsible management team is in place and overseeing its activities;

    8. periodically reviewing the implementation of Policies throughout the Corporation, to assess and correct the effectiveness of its execution;

    9. ensuring that the work performed by the Board is transparent and that it is well communicated to its Members, to the parents of its Members (where applicable) and others as deemed appropriate;

    10. ensuring that appropriate succession planning is in place at the Board and senior management levels;

    11. preparing an annual report for presentation to the annual general meeting of Members;

    12. ensuring that audited financial statements are prepared and approved for presentation to the annual general meeting of Members;

    13. recommending the appointment of an auditor to the annual general meeting of Members; and

    14. ensuring that all necessary books and records of the Corporation, required by the ByLaws of the Corporation or by applicable law, are regularly and properly kept.

  2. Composition - The Board shall be comprised of fifteen (15) individuals, each of whom shall be at least eighteen (18) years of age and have power under law to contract:

    1. Chair of the Board;

    2. Vice Chair of the Board - Strategic;

    3. Vice Chair of the Board Finance;

    4. Past Chair of the Board;

    5. National Youth Commissioner;

    6. National Commissioner;

    7. nine (9) individuals at large;

    8. Of these fifteen (15) members, at least one member must be from each of BC/Yukon, Alberta/ NWT, Saskatchewan/Manitoba, Quebec and Atlantic Canada. At least two members must be from Ontario/Nunavut;

    9. Of these fifteen (15) members at least three members must be between the ages of eighteen (18) and twenty-six (26);

    10. The Executive Commissioner/CEO shall be an Ex-Officio voting member;

    11. The Honorary Legal Counsel shall be an Ex-Officio non-voting member;

    12. In the event that the National Youth Commissioner is not at least eighteen (18) years of age, the National Youth Commissioner shall be an Ex-Officio, non-voting member.

  3. Other Offices - No member of the Board, except the CEO, shall hold concurrently any office or position other than that of a Section Scouter in the Corporation.

  4. Term of Office - The term of office of each member of the Board shall commence on the termination of the annual general meeting of Members at which such member was elected and shall end at the conclusion of the next succeeding annual general meeting of Members. The Board (except for the CEO, who is appointed by the Board, shall be elected by the Voting Members at each annual general meeting of Members for a term of one (1) year. No member of the Board, other than the CEO who shall hold office for such term as may be set out in the employment agreement referred to in Article IV b (2), the and the most recent Past Chair of the Board, shall be eligible to serve more than six (6) consecutive one (1) year terms in any one office.

  5. Vacancy

    1. The office of a member of the Board shall be automatically vacated:

      1. if he resigns his office by delivering a written resignation to the secretary of the Corporation in care of the National Office;

      2. if he is found by a court of law to be of unsound mind;

      3. if he becomes bankrupt or is unable to pay his debts as they become due;

      4. if at a special general meeting of the Members, a resolution is passed by at least sixty-six and two thirds percent (66 2/3%) of the Voting Members present at such meeting that he be removed from office; or,

      5. on death.

    2. Where a position on the Board becomes vacant, the Board may appoint a person to fill the vacancy until the dissolution or adjournment of the next annual general meeting of Members. Where a position has been filled within six (6) months from the date of the previous annual general meeting, the appointee shall be deemed to have served a term. An appointee whose term commences later than six (6) months following the date of the previous annual general meeting, shall be deemed not to have served a term.

    3. If a vacancy occurs which is not filled by the Board, the members of the Board remaining in office may exercise all the powers of the Board provided that a quorum of the Board is elected or remains in office as the case may be.

    4. A retiring member of the Board whose resignation stipulates that it is not to be effective until a certain meeting of the Board or the Members, shall remain in office until the dissolution or adjournment of the meeting at which his resignation is to be effective.

  6. Meetings - The Board shall meet at least four (4) times per year.

  7. Telephone Calls - If all members of the Board consent thereto in advance, generally or in respect of a particular meeting, and all such members have equal access, a member of the Board may participate in a meeting of the Board by means of such conference telephone or other communications facilities as permit all persons participating in the meeting to hear each other, and a member of the Board participating in such a meeting by such means is deemed to be present at the meeting. The secretary shall ensure each particular meeting is handled in a secure fashion. Quorum shall be established by a verbal roll call conducted by the secretary at the beginning of each particular meeting. Each vote cast by a member of the Board participating by teleconference call shall be recorded in the minutes by the secretary.

  8. Quorum - A quorum at any meeting of the Board shall be fifty percent (50%) plus one (1) of the members of the Board in office at the time.

  9. Resolutions - A resolution, if signed by all members of the Board, shall be as valid as if passed at a meeting of the Board.

  10. Notice - Meetings of the Board may be held at any time and place to be determined by the Board, provided that forty eight (48) hours written notice of such meeting shall be given, other than by mail, to each member of the Board. It is provided further that, if notice is given by mail, such notice shall be mailed at least fourteen (14) days prior to the meeting. No notice of a meeting of the Board shall be required if all members of the Board are present and waive notice, or if those absent have signified their consent to the meeting being held in their absence. No error or omission in giving notice of any meeting of the Board or any adjourned meeting of the Board shall invalidate such meeting or make void any proceedings taken thereat and any member of the Board may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat. The statutory declaration of the secretary that notice has been given shall be sufficient and conclusive evidence of the giving of such notice. The Chair of the Board may, and shall upon written requisition of not less than a majority of the members of the Board, call a meeting of the Board.

  11. Voting - Each member of the Board shall be entitled to exercise one (1) vote at each meeting of the Board. At all meetings of the Board every question shall be determined by a majority of votes cast at the meeting. A declaration by the chair of the meeting that a resolution has been carried and an entry to that effect in the minutes shall be prima facie proof of the fact without proof of the number or proportion of the votes recorded in favor of or against such resolution.

  12. Minutes - The acts or proceedings of meetings of the Board shall be adopted by resolution and shall be entered in a minute book and confirmed at the next meeting of the Board. The minutes of meetings of the Board shall be reported at the next meeting of Members.

  13. Board Remuneration - The members of the Board shall serve as such without remuneration and no such member shall directly or indirectly receive any profit from his position as such, provided that such a member may be paid reasonable expenses incurred by him in the performance of his duties. Nothing contained herein shall be construed to preclude any such member from serving the Corporation as an Officer or in any other capacity and receiving compensation therefore.

  14. Fund-raising - The Board shall take such steps as they may deem requisite to enable the Corporation to acquire, accept, solicit or receive legacies, gifts, grants, settlements, bequests, endowments, payments and donations of any kind whatsoever for the purpose of furthering the objects of the Corporation. The Board shall have the power to enter into a trust arrangement with a trust company for the purpose of creating a trust fund in which the capital and interest may be made available for the benefit of promoting the interest of the Corporation in accordance with such terms as the Board may determine.

  15. Borrowing -

    1. The Board may from time to time:

      1. borrow money upon the credit of the Corporation;

      2. limit or increase the amount to be borrowed;

      3. issue debentures or other securities of the Corporation;

      4. pledge or sell such debentures or other securities for such sums and at such prices as may be deemed expedient; and

      5. secure any such debentures, or other securities, or any other present or future borrowing or liability of the Corporation, by mortgage, hypothec, charge or pledge of all or any currently owned or subsequently acquired real and personal, movable and immovable, property of the Corporation, and the undertaking and rights of the corporation.

    2. The Board may delegate such powers to the Officers or certain members of the Board to such extent and in such manner as the Board may determine. Nothing herein limits or restricts the borrowing of money by the Corporation on bills of exchange or promissory notes made, drawn, accepted, or endorsed by or on behalf of the Corporation.

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