The Board shall be composed of:
a) one (1) Branch Delegate from each Branch with fewer than five hundred (500) Branch Members and, at the option of the Branch, two (2) Branch Delegates from Branches with five hundred (500) Branch Members or more;
b) the A.P.E.S. Delegate;
c) the Student Delegate; and
d) four (4) additional directors (Additional Directors).
6.2 Nomination and Election of Directors
6.2.1 The procedures for the nomination of Branch Delegates, the A.P.E.S. Delegate, the Student Delegate and the Additional Directors shall be set out in a Policy.
6.2.2 At each AGM, the Nominating Committee shall present its report to the Members and nominate those Directors who are to be elected at such meeting.
6.2.3 The procedures for the election of Directors at the AGM shall be set out in a Policy.
6.3 Election of Officers
The Board shall elect the President Elect, and the Treasurer and the Additional Directors. Subject to Article 6.1, at the end of the President Elect’s term of office, this Officer becomes President. At the end of the President’s term of office, this Officer becomes the Past President.
The Board governs the activities and affairs of CSHP and supervises the management of the property in keeping with its fiduciary duty and the mission, vision, values, strategic plan and Policies of CSHP. The Board has all powers necessary to supervise and govern, subject to those matters that are required to be done at a meeting of Members.
The Board may, by resolution, delegate its authority to govern CSHP and to supervise the management of the activities and affairs of CSHP to the Executive Committee, with the exception of:
a) borrowing money upon the credit of CSHP; issuing debentures or other securities of CSHP; pledging or selling such debentures, or other securities, for such sums and at such prices as may be deemed expedient; and securing such debentures, other securities, or any other present or future borrowing or liability of CSHP, by mortgage, hypothec, charge or pledge of all or any currently owned or subsequently acquired real and personal, movable and immovable property of CSHP and undertaking and rights of CSHP;
b) electing Officers;
c) filling a vacancy among the Directors;
d) repealing, amending or re-enacting this or any bylaw of CSHP;
e) approving new or revised Policies;
f) approving the membership fees and the capital and operating budgets;
g) approving the financial statements to be presented at the AGM;
h) setting strategic directions and assessing and approving CSHP’s strategic plan;
i) forming, combining, dividing and dissolving Branches;
j) forming, combining, dividing and dissolving Committees, Task Forces and Affiliated Boards;
k) hiring, evaluating and firing the Chief Executive Officer; and
l) suspending and terminating the membership of a Member or the status of a Supporter.
Without limiting its general responsibility, the Board may, under exceptional circumstances, delegate some or all authority and duties to the Chief Executive Officer.
6.5 Duties and Responsibilities
The Directors shall be active participants at Board meetings, the AGM and any Special Meeting.
6.6.1 The Board shall meet
a) within one (1) week following the AGM;
b) approximately midway between consecutive AGMs (Mid-term Board Meeting);
c) within one (1) week before the AGM; and
d) on other occasions as deemed necessary through a majority decision of the Board.
6.6.2 At each Board meeting, the Board shall appoint or confirm the appointment of all Committee, Task Force and Affiliated Board chairs selected since the last regular Board meeting.
6.6.3 At the Mid-term Board Meeting, the Board shall receive the report of the Nominating Committee.
6.6.4 The Directors may meet by any electronic means that permits each Director to communicate adequately with all others, provided that the Board has passed a resolution addressing the mechanics of holding such a meeting, specifically, the handling of security issues and the procedures for establishing a quorum and recording votes. Each Director must have equal access to the specific means of communication to be used. A Director participating in such meeting by electronic means shall be deemed to be present at such meeting. If the majority of Directors participating in a meeting held pursuant to this article are then in Canada, the meeting shall be deemed to have been held in Canada.
6.6.5 A Branch Delegate who is unable to attend a Board meeting may be replaced at that meeting by a Member from that Branch whose name has been submitted to the Executive Committee.
6.6.6 The A.P.E.S. Delegate who is unable to attend a Board meeting may be replaced at that meeting by a Member from Quebec whose name has been submitted to and approved by the Executive Committee. The alternate may participate in the discussion but shall not have the right to vote. Recognition of the alternate shall be noted in the minutes.
6.6.7 The Student Delegate who is unable to attend a Board meeting may be replaced at that meeting by a Student Pharmacist Supporter whose name has been submitted to and approved by the Executive Committee. The alternate may participate in the discussion but shall not have the right to vote. Recognition of the alternate shall be noted in the minutes.
6.6.8 Minutes of Board Meetings, with the exception of in camera sessions, shall be distributed to the Directors.
A majority of Directors present, no more than three (3) of whom are Executive Committee members, shall constitute a quorum at any Board meeting. If the number of Directors present initially constitutes a quorum, but the number falls below quorum at some time after the Board meeting begins, issues that require a decision of the Board will be carried to the next Board meeting.
6.8.1 Each Director present shall be entitled to one (1) vote per motion, and all votes shall be considered equal. At all meetings of the Board, every motion shall be decided by a majority of the votes, unless otherwise required by this Bylaw or by law. In the event of a tie vote, the motion shall be deemed to have been defeated.
6.8.2 Every motion shall be decided by a show of hands or its electronic equivalent, unless one or more Directors present at the meeting demand a ballot. A declaration by the chair that a resolution has been passed or not passed and an entry to that effect in the minutes of the meeting shall be sufficient evidence of the fact, without proof of the number or proportion of the votes recorded in favour of and against such motion.
6.8.3 All motions passed by electronic means are considered valid.
6.8.4 Voting by proxy is not permitted at any Board meeting.
6.9 Terms of Office
6.9.1 The term of office for Branch Delegates shall be determined by the individual Branches but shall be a minimum of two (2) years and a maximum of three (3) years. A Branch delegate may serve a maximum of six (6) consecutive years.
6.9.2 The Student Delegate and the A.P.E.S. Delegate shall each hold office for a term of two (2) years.
6.9.3 The Additional Directors elected by the Members shall hold office for three (3) years. The Additional Directors may serve a maximum of two (2) consecutive three-year terms.
6.9.4 The terms of office for all Directors shall commence immediately following and shall end immediately before the AGM.
The Board may fill mid-term vacancies of Branch Delegates and the A.P.E.S. Delegate, after consultation with the Branch affected or A.P.E.S., as the case may be. The Board may fill a mid-term vacancy of the Student Delegate or an Additional Director. The Director appointed or elected to fill a vacancy holds office for the unexpired term of their predecessor.
6.11 Resignation and Removal of Directors
6.11.1 A Director who ceases to be a Member or Student Pharmacist Supporter shall be deemed to have resigned as a Director on the date the Director ceased to be a Member or Student Pharmacist Supporter.
220.127.116.11 A Director who has been a Branch Delegate and who then ceases to be a Branch Member shall be deemed to have resigned as a Director on the date the Director ceased to be a Member of that Branch.
6.11.2 A Director may resign by delivering written notice thereof to the President or the Chief Executive Officer, effective as of the date of delivery or on a date specified in the notice, whichever is later.
6.11.3 A Director who has been inactive for a continuous period of six (6) months shall be deemed to have resigned.
6.11.4 The Board may recommend to the Members the removal of any Branch Delegate, the A.P.E.S. Delegate, the Student Delegate or any Additional Director. The decision of the Members in this regard is final and cannot be appealed.