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Article 5: Board of Directors

5.1 The Board shall consist of:

    1. President/Chair;
    2. Director (West);
    3. Director (Ontario);
    4. Director (Quebec);
    5. Director (Atlantic);
    6. Director (Coach); and
    7. Six (6) Directors at Large

ELIGIBILITY

5.2 Any person, who is 18 years of age or older who has the power under law to contract, who has not been declared incapable by a court in Canada or in another country, and who has never had the status of bankrupt, may be nominated for election as Director.

5.2.1 Candidates for the Director (West) are further restricted to persons who are either Registrants or Certified Professional Coaches.  Candidates must be in Good Standing and resident in the BC/Yukon, Alberta/NWT/Nunavut, Saskatchewan, or Manitoba Sections.

5.2.2 Candidates for Director (Ontario) are further restricted to persons who are either Registrants or Certified Professional Coaches.  Candidates must be in Good Standing and resident in any of the Central Ontario, Eastern Ontario, Northern Ontario, or Western Ontario Sections.

5.2.3 Candidates for Director (Quebec) are further restricted to persons who are either Registrants or Certified Professional Coaches.  Candidates must be in Good Standing and resident in the Quebec Section.

5.2.4 Candidates for Director (Atlantic) are further restricted to persons who are either Registrants or Certified Professional Coaches.  Candidates must be in Good Standing and resident in the New Brunswick, Nova Scotia, PEI, or Newfoundland & Labrador Sections.

5.2.5 Candidates for Director (Coach) are further restricted to Certified Professional Coaches in Good Standing.

5.2.6 Candidates for President/Chair and Directors at Large are further restricted to either Registrants or Certified Professional Coaches.  Candidates must be in Good Standing of any Section.

NOMINATIONS

5.3 Any nominations to fill a vacancy on the Board, accompanied by the written consent of the nominee by signed or electronic signature, shall be submitted in writing or by electronic transmission pursuant to Skate Canada policies seventy-five (75) days prior to the next scheduled Annual Meeting to the President/Chair or such other person as the Board may designate.

5.4 Individuals currently on the Board eligible to be re-elected are not subject to nomination but must provide written notice seventy-five (75) days prior to the next scheduled Annual Meeting to the President/Chair or such other person as the Board may designate.

5.5 Names of valid nominees and those seeking re-election will be circulated to all Members seven (7) days prior to the earliest scheduled Section annual meeting.

5.6 Nominations from the floor will not be accepted.

DIRECTORS’ TERMS

5.7 The President/Chair will hold office for four (4) years and will hold such office until a successor has been duly elected in accordance with the Bylaws, unless the President/Chair resigns, is removed from or vacates his/her office. A President/Chair may serve a second consecutive term of two (2) years after serving the initial four-year term as President/Chair. A President/Chair may not serve longer than six (6) years in succession.

5.8 An Elected Director will hold office for two (2) years and will hold office until his/her successor has been duly elected in accordance with the Bylaws, unless that Director resigns, is removed from, or vacates his/her office. An Elected Director may not serve more than three (3) consecutive terms.

5.9 An Elected Director who has served three (3) consecutive terms, or a President/Chair who has served consecutive terms of four (4) years and two years (2) will be eligible for nomination to a vacant position if there has been a period of two (2) years between the Annual Meeting at which his/her term limit was reached and the Annual Meeting at which the individual would again be a candidate.

5.10 An Elected Director is eligible for nomination as President/Chair at any time including immediately following the services of his/her three (3) consecutive terms as Elected Director.

5.11 An Elected Director elected to serve a partial term will, upon completion of the partial term, remain eligible to serve three (3) consecutive two-year terms as Elected Director.

ELECTIONS

5.12 The election of the Elected Directors will take place at the Annual Meeting and will take place in three (3) parts:

    1. subject to sections 5.24 and 5.25 hereof, the Director (Ontario), Director (Atlantic) and three (3) Directors at Large will be elected to the Board at alternate Annual Meetings to those listed in paragraph 5.12(b) hereof;
    2. subject to sections 5.24 and 5.25 hereof, the Director (West), Director (Quebec), Director (Coach) and three (3) Directors at Large will be elected to the Board at alternate annual meetings to those listed in paragraph 5.12(a) hereof;
    3. The election of the President/Chair will take place in years as required.

5.13 To ensure that the President/Chair and the Elected Directors are elected by a simple majority, a voting procedure as approved by the Board shall be conducted.

5.14 In the voting for the President/Chair and Elected Directors at the Annual Meeting, the scrutineer(s) shall accept and count only those ballots that are cast for a full slate of positions listed on a ballot.

5.15 Elections will be held as required in following order and will be conducted on separate secret ballots:

    1. President/Chair
    2. Director (Ontario) and Director (Atlantic) or Director (West) and Director (Quebec)
    3. Director (Coach)
    4. Directors at Large

5.16 Any candidate who is not elected to the position of President/Chair may choose, if eligible, to stand for election as the Director (West) or Director (Quebec), or in alternate years Director (Ontario) or Director (Atlantic).

5.17 Any candidate who is not elected to the position of Director (West), Director (Quebec), Director (Ontario), Director (Atlantic), or Director (Coach) may choose, if eligible, to stand for election as Director at Large.

APPOINTMENTS

5.18 The Board may by Ordinary Resolution appoint one or more directors, who shall hold office for a term expiring not later than the close of the next Annual Meeting. The total number of Appointed Directors may not exceed one-third (1/3) of the number of Elected Directors elected at the previous Annual Meeting.

5.19 The Board may not appoint the same individual as an Appointed Director for more than two (2) consecutive terms in accordance with paragraph 5.18 nor appoint an individual who has as of the immediate prior Annual Meeting served the maximum allowable consecutive terms as an Elected Director, unless that individual reached the limit of allowable consecutive terms in the position of President/Chair.

5.20 An individual who has served as an Appointed Director for two (2)years in succession and who subsequently seeks election as an Elected Director will count the two (2) terms served as an Appointed Director as the first of three (3) allowable consecutive terms.

RESIGNATION, VACATING AND REMOVAL

5.21 A Director may resign from the Board at any time by presenting his or her notice of resignation to the Board. Such resignation will become effective as of the date on which the notice is accepted by the Board. If a Director resigns, his or her position as an Officer will automatically and simultaneously be terminated.

5.22 The office of Director shall be automatically vacated:

    1. if the Director is found by a court in Canada to be of unsound mind;
    2. if the Director is found guilty of a relevant criminal offense;
    3. on death or permanent disability that prevents carrying out the duties of a director; and
    4. if the Director declares bankruptcy.

5.23 A Director may be removed by Ordinary Resolution of the Members, provided that the Director has been given notice of and the opportunity to be heard. If the Director is removed and holds a position as an Officer, the Director will automatically and simultaneously be removed from the position as an Officer.

VACANCIES

5.24 Where the position of a Director becomes vacant for whatever reason before its term is complete, the Board may appoint a qualified person to fill the vacancy until the next Annual Meeting. If there is a further year remaining in such Director's term, an election will be held to fill the remainder of his or her term.

5.25 Where the position of President/Chair becomes vacant for whatever reason before its term is complete, the Board may appoint a qualified person from the Board to fill the vacancy until the next Annual Meeting, at which time an election for the position of President/Chair for a four (4) year term will be held.

POWERS OF THE BOARD

5.26 Except as otherwise provided in the Act or the Bylaws, the Board has the authority to exercise the powers of Skate Canada and may delegate any of its powers, duties and functions. Inter alia:

5.26.1 The Board will set and monitor the accomplishment of the vision, mission, values (or their equivalent) and strategic direction of Skate Canada;

5.26.2 The Board will provide continuity for Skate Canada by ensuring its financial health;

5.26.3 The Board may employ or engage under contract such persons as it deems necessary to carry out the work of the Board;

5.26.4 The Board may make policies governing the management of the affairs of Skate Canada, inclusive of the affairs managed by the Sections of Skate Canada;

5.26.5 The Board may determine registration procedures and fees, dues, assessments, charges and other registration requirements for Members and Registrants;

5.26.6 The Board may make policies relating to the discipline of Members and Registrants and will have the authority to discipline Members and Registrants in accordance with such policies;

5.26.7 The Board may make policies relating to the management of disputes within Skate Canada and all disputes will be dealt with in accordance with such policies;

5.26.8 The Board may borrow money upon the credit of Skate Canada as it deems necessary in accordance with the Bylaws; and

5.26.9 The Board may perform any other duties from time to time as may be in the best interests of Skate Canada.

MEETINGS OF THE BOARD

5.27 The President/Chair or any four (4) Directors may call a meeting of the Board.

5.28 Notice of meetings of the Board will be given to all Directors at least seven (7) days prior to the scheduled meeting. No notice of a meeting of the Board is required if all of the Directors are present and none objects to the holding of the meeting, or if those Directors who are absent consent to the holding of such meeting.

5.29 At any meeting of the Board, quorum will be a simple majority of Directors holding office.

5.30 The Board may meet by teleconference or other electronic means that permits each Director to communicate adequately with each other, provided that:

    1. Director has equal access to the specific electronic means to be used; and
    2. the Directors address the mechanics of holding such a meeting and dealing specifically with how security issues should be handled, the procedure for establishing quorum and recording events.

5.31 Each Director is entitled to one vote. Voting will be by majority. Votes may be cast by secret ballot if a majority of Directors present at the meeting so request. The meeting chair may vote only when the vote would change the result. Therefore the meeting chair may vote to break a tie, and thus pass the motion or to create a tie, and thus defeat a motion.

5.32 A Director participating in a meeting either by teleconference or other electronic means shall be deemed to have been present at that meeting.

5.33 Meetings of the Board will be closed to Members and the public except by invitation of the Board.

5.34 In the absence of the President/Chair, the Directors shall appoint a chair for a meeting from among those Directors present.

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