Section ONE: Board of Directors; Officers; and Committees
1A. Board Directors & Directors’ Meetings:
1A.1. The affairs of the Corporation shall be administered by a Board of Directors with a range of up to fifteen (15) directors and no less than five (5) directors.
1A.2 Board Directors must be Voting Members of the Church, and there shall be no Directorships by virtue of a previous Directorship or Officer position.
1A.3 Directors are elected to Directorships at each Annual General Meeting (AGM) of the Members. Elected Board Directors shall serve two (2) year, rolling terms. To implement a transition from one (1) year terms for all Directors, that means that initially the Members will elect one half (½) of the Directors for a two (2) year term, and one half (½) of the Directors for a one (1) year term; to then be followed in successive years by the 2-year rolling terms.
1A.4 Prior to each AGM, and as needed, the Board shall assess how many directorships in the next year, within the required range, will allow the Board to work with optimal effectiveness.
1A.5 Between AGMs the Board may appoint new or replacement Directors; within the 5-to-15 directorships range, and according to the operational needs of the Board. At the next AGM, that individual or those individuals must be elected by the members, to continue as a Director.
1A.6 The Board, will prepare for Members to elect Board Directors at an AGM, in a manner orchestrated to maintain a balance in Director terms-of-office; as follows:
(i) A Bylaw Section 1A.4 assessment of need will inform the Board as to the total number of directorships it requires for its effective operation; more or less than directors previously.
(ii) That number will allow the Board to calculate a desired, balanced ratio of 2-year and 1-year terms.
(iii) Current Director term rotations will be used by the Board to inform as to how many and which Directors are remaining mid-term in a 2-year term of office, and thus do not need election at the AGM.
(v) From the above, the Board can reasonably decide to follow a transition pattern similar to that outlined in Bylaw Section 1A.3, and decide on a number of 1-year and a number of 2-year terms of Directorships that they can present for the Members to elect at the AGM.
1A.7 Quorum for a Director’s Meeting shall be a majority of the total number of Directors who are present at the meeting, if the minimum number of required Directors are present. There is no Proxy voting allowed. Resolutions before the Board will be passed by a simple majority vote of the Directors, and all Directors are allowed one vote. If a tie vote remains on any resolution before the Board, that resolution will be considered to have not been passed.
1A.8 If there aren’t enough Directors to make up a quorum for a Board Meeting, or the Members did not elect the minimum number of Directors set out in the articles, the Directors in office will, without delay, call a Special Members’ Meeting to fill the vacancy. If the Directors fail to call such a meeting, the meeting may be called by any Member.
1A.9 All of the Board Members must be notified of regular Board meetings at least seven days in advance, whenever possible. Emergency meetings shall be called by the Chair or a majority of the Board.
1A.10 If all of the Directors of the Corporation consent, a Director may participate in a meeting of the Board or of a Committee of Directors by telephone or electronic means. The telephone or electronic means must allow all participants to communicate adequately with each other during the meeting. A Director participating in the above ways is deemed to be present at that meeting. Board meetings may be held entirely by phone or electronic means; and if that is done, the “location” of the meeting will be deemed to be the home address of the Church.
1A.11 Subject to the Legislation and the articles, the Board will establish its own Policies for the frequency and format of its Board Meetings; as well as the Requirements for a Directorship, for Director participation, for Director ethics and behaviour, for Discipline procedures, and any other Board-related matter or process it considers relevant to its effective operation.
1A.12 An individual who is elected or appointed to hold office as a director is not a director, and is deemed not to have been elected or appointed to hold office as a director, unless the individual consents in writing to hold office as a director before or within 10 days after the election or appointment. Consistent with this and Sections 24(9) and 24(10) of the Act, the Board may require this signed consent to be on a form they design for this purpose. As well, per Bylaw Section 1A.11 above, this consent form may include the acknowledgement of certain other standards, expectations, and requirements for directors.
1A.13 There are five (5) ways a Director may be removed from the Board before the end of their term as Director:
(i) A Director will stop holding office immediately if he/she: dies; becomes bankrupt; or is found to be incapable of managing property by a court or under Ontario law.
(ii) A Board member may resign by written notice to the Corporation. Such Director will stop holding office when the Corporation receives the written notice or at the time specified in the notice, whichever is later.
(iii) If a Director is no longer a Voting Member of the Church, then they are automatically no longer a Director.
(iv) At an AGM or Special Members’ Meeting, the majority of the members present (50%+1) may pass a resolution to remove a Director; or all the Members may pass a unanimous written resolution for this, outside of a Members’ Meeting. If a vacancy occurs as a result of the Members removing a Director at a Members’ Meeting, the Members may at that same meeting elect a replacement Director.
(v) Consistent with and as part of Bylaw Section 1A.11 above, Board Policies will state the standards and the conditions wherein or by which the Board’s Executive Committee may, by a simple majority, “deem” or “consider” a Board Member to have resigned. This means that such a person is no longer to actively participate in Board activities or processes, nor have access to Church records or resources until that decision is either reversed by the Board Executive Committee; or per Bylaw Section 1A.13.(iv), the Members decide to remove or reinstate or re-elect the Director.
1A.14 At the direction of the Board of Directors, any two (2) Directors may sign deeds, transfers, assignments, contracts, obligations, and other instruments in writing requiring execution by the Corporation. In addition, the Board may from time to time direct the manner in which; and the person by whom; a particular document or type of document shall be executed. Any person authorized by the Board to sign any document may affix the corporate seal, if any, to the document. Any Director may certify a copy of any instrument, resolution, by-law, or other document of the Corporation to be a true copy thereof.
1A.15 The Directors shall serve as such without remuneration, and no Director shall directly or indirectly receive any profit from occupying the position of Director, provided that; Directors may be reimbursed for reasonable expenses they incur in the performance of their duties. Also, Directors may be compensated a reasonable amount by the Church for work they do that is not specifically part of a Director’s role.
1A.16 Church Members and Community volunteers may be compensated a reasonable amount, as determined by the Board, for work they do for the Church’s benefit.