ARTICLE 4 – DIRECTORS, BY-LAW #1 SHA Constitution -2024 Rev (Sarnia Hockey)

ARTICLE 4 Directors

4.1 Board Composition

1.  

2. (a)  Subject to the Articles, the Board shall consist of twenty (20) to forty (40) Directors who satisfy the criteria set out in section 4.4 and who are elected by the Members entitled to vote in accordance with section 4.7 or appointed in accordance with section 4.10. Not more than one-third (1/3) of the Board may at any time be comprised of employees of the Corporation or its affiliates.

3. (b)  The number of directors of the Corporation and the number of directors to be elected at the annual Members' meeting must be the number determined from time to time by Special Resolution or, if a Special Resolution empowers the directors to determine the number, by Board resolution. No decrease in the number of directors shall shorten the term of an incumbent director. All such Directors shall satisfy the criteria set out in section 4.4 and shall be elected by the Members entitled to vote in accordance with section 4.7 or appointed in accordance with section 4.10.

4.2 Duties and Responsibilities

The Board shall manage or supervise the management of the activities and affairs of the Corporation.

4.3 Standard of Care

Every Director in exercising their powers and discharging their duties to the Corporation shall,

1. (a)  act honestly and in good faith with a view to the Corporation's best interests; and

2. (b)  exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

 

4.4 Director Qualifications

No individual shall be qualified for election or appointment as a Director if they:

1. (a)  are under eighteen (18) years old;

2. (b)  are a person who has been found under the Substitute Decisions Act, 1992 or under the Mental Health Act to be incapable of managing property;

3. (c)  are a person who has been found to be incapable by any court in Canada or elsewhere;

4. (d)  have the status of a bankrupt;

5. (e)  are a person who is an "ineligible individual" under the Income Tax Act (Canada) or any regulations made under it; or.

6. (f)  a member of the Corporation not in good standing;

7. (g)  have not provided a current vulnerable sector screening police check (VSC) and an OHF

   Screening Declaration Form (SDF) as per the OHF Screening Policy.

In the case of Corporation president positions, candidates must be a current Director for at least one (1) two-year term to be eligible for these positions.

A Board decision as to whether an individual is qualified to be a director is final.

4.5 Director Consent to Serve as a Director

An individual elected or appointed to hold office as a Director shall consent in writing to such election or appointment before or within ten (10) days after the election or appointment unless such Director has been re-elected or reappointed where there is no break in the Director's term of office. If an elected or appointed Director consents in writing after the ten (10) day period referred to in this section, the election or appointment is valid.

4.6 Vacation of Office

1.  

   (a)  The office of a Director shall be automatically vacated if the Director:

   1. (i)  dies;

   2. (ii)  resigns in writing;

   3. (iii)  is removed by the Members in accordance with Subsection 4.6 (d).

   4. (iv)  becomes disqualified under section 4.4.

2. (b)  Any member of the executive who is ineligible to vote at the Annual General Meeting may be subject to removal from the board

(c) A resignation of a director becomes effective at the time the resignation is received by the Corporation or at the time specified in the resignation, whatever is later.

4. (d)  The Members may, by Ordinary Resolution at a special Members' meeting, remove from office any Director or Directors, and may elect a qualified individual to fill the resulting vacancy for the remainder of the term of the Director(s) so removed. The Director facing removal has the right to make a statement opposing their removal.

5. (e)  Where there is a Board vacancy, the remaining Directors may exercise all the Board powers so long as a quorum remains in office.

4.7 Election and Term

The Directors shall be elected for a term of up to two (2) years provided that each such Director shall hold office until the earlier of the date on which their office is vacated pursuant to section 4.6 or until the end of the meeting at which their successor is elected or appointed. It is not necessary that all Directors elected at a meeting be elected to hold office for the same term. Staggered term rotations are used (see Policies) to ensure continuity in the Board. An election of Directors is not required to take place at each annual Members' meeting.

4.8 Maximum Terms

A Director if otherwise qualified, is eligible for re-election. There is no limit on the number of

terms that a director may serve on the Board.

4.9 Nomination Procedure for Election of Directors

Candidates for the position of Director shall include Nominations made for the election of Directors at a Members' meeting may be made only:

(a) the slate of candidates proposed by the Nominating Committee; or

(b) the persons whose names are put in for nomination by any Member entitled to vote at any time, must be received not less than seven (7) days before the date of the meeting of the Members at which the election of directors is held and they must consent to their name being put forward.

(c) in accordance with the process set out in the Act, by not less than five percent (5%) of the Members entitled to vote at the Members' meeting at which the election is to occur.

The Board decision as to whether a candidate is qualified to stand for election is final.

4.10 Filling Vacancies

So long as there is a quorum of Directors in office, any vacancy occurring in the Board may be filled by the Directors then in office, provided that a Director appointed to fill a vacancy shall be only appointed for the unexpired portion of the term of such Director's predecessor.

In the absence of a quorum of Directors, or if the Members have failed to elect the number of Directors (or the minimum number of Directors provided for in the Articles), the Directors then in office shall without delay call a Members' meeting to fill the vacancy.

So long as there is a quorum of Directors in office, Directors may appoint one or more additional Directors to hold office for a term expiring not later than the close of the next annual meeting of Members, but the total number of Directors so appointed shall not exceed one-third (1/3) of the number elected at the previous annual Members’ meeting.

4.11 Directors Remuneration

The Directors shall serve as such without remuneration and no Director shall directly or indirectly receive any profit from their position as such provided that a Director may be reimbursed reasonable expenses incurred by the Director in the performance of their duties.

This provision does not apply to the honorarium provided to the ice scheduler.