IV Board of Directors

18. Composition

The Board of Directors of the Association consists of 15 people who, collectively, must reflect the diversity of the legal profession:

  1. the President;
  2. the Vice President, who is elected from amongst the Board members resident in each province and territory;
  3. one Board member resident in each province and territory;
  4. the Chief Executive Officer, as a non-voting member.

19. Qualification of Board Members

  1. Each Board member shall:
    1. be an individual of at least 18 years of age;
    2. be an Active (Regular) member in good standing of the Association;
    3. not have been declared incapable by a court in Canada or in another country;
    4. not have the status of a bankrupt.
  2. A Branch President and any member of a Branch Executive in a position that automatically succeeds to the Branch presidency are not eligible to sit on the Board of Directors.

20. Term of Office

  1. Each Board member serves a term of two years.
  2. The President and Vice President serve a term of one year.
  3. No Board member is eligible to serve on the Board for two consecutive terms unless they are elected as Vice President.
  4. The President and Vice President are not eligible to hold those offices for more than one term.

21. Duties, Responsibilities and Authority of Board

  1. The Board of Directors is responsible to the members of the Association for the implementation of the policies and the operations of the Association. It manages or supervises the management of the activities and affairs of the Association in consultation with the staff, and in accordance with the Act of Incorporation, Bylaws and Regulations of the Association. The Board exercises the executive power of the Council pursuant to paragraph 4(2) of the Act of Incorporation.
  2. Without limiting the generality of this article, the Board has the following specific duties, in accordance with this Bylaw:
    1. to develop and oversee implementation of a comprehensive long-term plan of at least five years’ duration to achieve the goals and objectives of the Association;
    2. to establish ways and means to achieve the goals and objectives of the Association;
    3. to ensure diversity throughout the Association;
    4. to foster a culture of robust communication and consultation to inform key policies, seeking participation from members, Branches and Sections;
    5. to convene a Leadership Forum at least once a year to facilitate advisory discussions amongst the Board members, Branches and Sections;
    6. to approve plans, projects and strategies;
    7. to adopt regulations and policies, subject to paragraph 70(3);
    8. to create or dissolve Board Committees, Subcommittees, Task Forces and Editorial Boards, and to appoint members to them;
    9. to supervise and direct the Committees, Sections, employees and agents of the Association;
    10. to approve an annual budget for the Association;
    11. to oversee and maintain the financial health of the Association and ensure adequate financial resources;
    12. to adopt an investment policy for the Association;
    13. to enhance liaison and harmonization between the Association and its Branches;
    14. to report to each General Meeting of the Association; and
    15. to appoint, direct and evaluate the Chief Executive Officer.

22. Duties, Responsibilities and Authority of President

  1. The President is responsible to and reports to the Board of Directors and through it to the members of the Association.
  2. Without limiting the generality of this article, the President has the following specific duties, in accordance with this Bylaw:
    1. is an advocate for the interest of the members within and outside Canada;
    2. gives leadership to all of the affairs and activities of the Association;
    3. presides at and attends all meetings of the Board of Directors. The President coordinates the agenda, material and reporting responsibilities together with the Chief Executive Officer;
    4. reports to General Meetings of the Association and to Branch meetings on behalf of the Board of Directors;
    5. is responsible for liaison between the Association and its Branches and coordination of National and Branch activities;
    6. sets the agenda for each Leadership Forum, in consultation with the participants;
    7. is spokesperson for the Association in dealing with the media;
    8. other duties that the Board may assign.
  3. The President may delegate to Board members, members or staff of the Association any portion of the functions, duties, responsibilities and authority of the President, as the President deems appropriate or necessary.

23. Duties, Responsibilities and Authority of Vice President

The Vice President, who is President-elect of the Association for the following year, assists the President in carrying out the duties of that office and acts for the President during the absence or inability of the President to act, and accepts any responsibility delegated by the President.

24. Duties, Responsibilities and Authority of Chief Executive Officer

  1. The Chief Executive Officer of the Association is responsible to the Board of Directors and assumes the duties and responsibilities assigned by the Board. Between meetings of the Board, the Chief Executive Officer reports to the President. The Chief Executive Officer shall engage in no activity that might conflict with the other duties of the office, except with approval of the Board.
  2. The Chief Executive Officer generally administers the affairs of the Association in accordance with the Bylaws, Regulations and policies.

25. Duties of Board Members

  1. In exercising their powers and discharging their duties, every Board member shall:
    1. act honestly and in good faith with a view to the best interests of the Association; and
    2. exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.
  2. Board members have complied with their duties under this article if they relied in good faith on:
    1. financial statements of the Association represented to the Board member in a written report of the auditor of the Association fairly to reflect the financial condition of the Association; or
    2. a report of a person whose profession lends credibility to a statement made by that person.

26. Conduct of Board Meetings

  1. The Board of Directors may, subject to this Bylaw and the Regulations, meet for the conduct of business, adjourn or otherwise regulate its meetings as it sees fit.
  2. The Board of Directors will meet at least four times a year, at the Annual Meeting and at other times and places fixed by the Board.
  3. Calling of Meeting
    Meetings may be called by the President, the Vice President, or any other two Board members, with the exception of the Chief Executive Officer.
  4. Notice of Meeting
    The Chief Executive Officer will give notice of a meeting of the Board to every Board member not less than seven days before the date of the meeting. Notice of a meeting is not necessary if all Board members are present, and none objects to holding the meeting, or if those absent have waived notice or otherwise signified their consent to holding the meeting. Notice of an adjourned meeting is not required if the time and place of the adjourned meeting is announced at the original meeting. No notice need specify the purpose or the business to be conducted at the meeting.
  5. Quorum
    The quorum for a meeting for the conduct of its business is a majority of its members. The Chief Executive Officer is not counted to determine quorum.
  6. Voting
    1. (a) Each Board member has one vote.
    2. (b) Board members may not vote by proxy.
    3. (c) The President may vote only in the case of a tie.
  7. Remote Participatio
    A Board member may participate in a meeting of the Board by means of a telephonic, electronic or other communication facility that permits all persons participating in the meeting to communicate adequately with each other, and a member participating is deemed to be present at that meeting.
  8. Voting by Email
    The Board may convene meetings and conduct votes by email in accordance with the Regulations.

27. Observers

  1. Any member in good standing of the Association may attend a meeting of the Board of Directors as an observer.
  2. The President may exclude observers from the meeting or any part of it.

28. Removal from Office

  1. A Board member may be removed from office for failure to properly discharge the duties of that position by vote of 75% of the Board members voting. The Chief Executive Officer shall send notice to the Board of the intention to propose removal of the Board member to the Board at least 30 days before the meeting at which time the matter will be considered. The Board member proposed to be removed will be given an opportunity to make representations at the meeting, personally or by advocate, as they may choose, after the motion to remove has been put but before the vote. The vote will be taken by ballot.
  2. A Board member ceases to hold office on being disbarred or suspended, or on ceasing to be a member of the Association, or on relocating from the jurisdiction for which they were elected to the Board.

29. Vacancies on the Board

  1. Where a Board member’s position becomes vacant after their election but before the last six months of their term, whether by death, resignation, removal or disqualification, the vacancy will be filled by by-election.
  2. If the by-election occurs on or before six months after the first day of the fiscal year, the period from the by-election to the end of the term counts as one year in determining the term of office under article 20.

30. Vacancies in Presidency or Vice Presidency

  1. Where the President’s position becomes vacant, the Vice President becomes President.
  2. Where the Vice President’s position becomes vacant:
    1. after their election but before the last six months of their term, or
    2. by death, resignation, removal or disqualification,
    the vacancy will be filled by by-election.
  3. Where the vacancy in paragraph 30(2) occurs on or before six months after the first day of the term of office, the period from the vacancy to the end of the term counts as one year in determining the term of office under article 20.
  4. Where the Vice President fills a Presidential vacancy that occurs on or before December 15, the Vice Presidential vacancy will be filled by by-election, and the period from the vacancy to the end of the term counts as one year in determining the term of office under article 20.
  5. Where the Vice President fills a Presidential vacancy that occurs after December 15, the Vice President-elect becomes Vice President upon election.