Powers and Duties of the Board

The Board has the powers of the Society, except as stated in the Societies Act.

The powers and duties of the Board include:

1. Promoting the objects of the Society;
2. Promoting memberships in the Society;
3. Hiring employees, to operate the Society;
4. Regulating employees' duties and setting their salaries;
5. Maintaining and protecting the Society's assets and property;
6. Approving an annual budget for the Society;
7. Paying all expenses for operating and managing the Society;
8. Paying persons for services and protecting persons from debts of the Society;
9. Investing any extra monies;
10. Financing the operations of the Society, and borrowing or raising monies;
11. Making policies for managing and operating the Society;
12. Approving all contracts for the Society;
13. Maintaining all accounts and financial records of the Society;
14. Appointing legal counsel as necessary;
15. Making policies, rules and regulations for operating the Society and using its facilities and assets;
16. Selling, disposing of, or mortgaging any or all of the property of the Society; and
17. Without limiting the general responsibility of the Board, delegating its powers and duties to the Executive Committee or the paid administrator of the Society.

Composition of the Board

a) The Board is composed of a minimum of ten (10) persons elected at the Annual General Meeting by the voting   
members of the Association. 

The Board consists of the following positions:

1. President
2. Vice-President
3. Treasurer
4. Secretary
5. CADS Representative
6. Alpine
7. Technical
8. Communication & Public Relations
9. Awards
10. Fundraising

b) In addition to members elected to the Board, each active provincial zone may optionally appoint one director.  Such optional appointments shall be for a term of one (1) year.  Where there are two or more active organizations within the geographical confines of the same zone, each organization may appoint a director to the Board.  Individuals appointed as a Zone Representative may not hold one of the ten (10) designated elected board positions unless specifically elected for that purpose.  

c) Elected Directors may additionally hold a position of Zone Representative.

d)The immediate Past President of the Association shall be appointed as a Director Ex-Officio by his successor in office.  This appointment shall be confirmed by the Directors immediately following the election of the Directors of the Association and shall be for a term of one (1) year.

Resignation, Death or Removal of a Director or Officer

1. A director or officer, including the President, may resign from office by giving one (1) month's notice in writing.  The resignation takes effect either at the end of the month's notice, or on the date the Board accepts the resignation.
2. Voting Members may remove any director or officer including the President before the end of term.  There must be a majority vote at a Special Meeting called for this purpose.
3. When vacancies occur in the Board of Directors of the Association, caused by death, resignation, expulsion or otherwise, they shall be filled by the successor duly appointed or elected by the Board of Directors.  A Director or Officer so appointed or elected shall hold the designated Board position for a period that expires at the next Annual General Meeting.

Meetings of the Board

1. The Board holds at least four (4) meetings each year or more often if deemed necessary.
2. The President calls the meetings.  The President also calls a meeting if any two (2) Directors or Officers make a request in writing and state the business of the meeting.
3. Notice of board meeting
   1. Ten (10) days' notice is required for Board meetings when notice is provided via postal mail to each Board member at the last known address of the director as recorded in the Register of Members of the Association. 
   2. Five (5) days' notice is required for Board meetings when notice is provided via telephone, email or fax to each Board member.
   3. Meetings of the Board of Directors may be held at any time without formal notice if all Directors and Officers are present or those absent waive notice or signify their consent in writing to the meeting being held in their absence.
4. A majority of the Directors or Officers present at any Board meeting is a quorum.
5. If there is no quorum, the President has the authority to adjourn the meeting for a minimum of one (1) hour.  In the event that after the adjournment a majority of Directors or Officers are still not present, the meeting may reconvene and those Directors or Officers actually present shall constitute the quorum for the transaction of the business of the Board that comes before it.  At least five (5) Directors and/or Officers present at this later meeting is a quorum.
6. Each Director or Officer, including the President has one (1) vote.
7. The President does not have a second or casting vote in the case of a tie vote.  A tie vote means the motion is defeated.
8. Meetings of the Board are open to Members of the Society, but only Directors and Officers may vote.  A majority of the Directors and/or Officers present may ask any other Members, or other persons present, to leave.
9. All Directors and/or Officers may agree to and sign a resolution.  This resolution is as valid as one passed at any Board meeting.  It is not necessary to give notice or to call a Board meeting.  The date on the resolution is the date it is passed.
10. Meetings of the Board may be held by alternate methods as agreed to by the board.  Directors and/or Officers who participate in these alternate format meetings are considered present for the meeting.
11. Irregularities or errors done in good faith do not invalidate acts done by any meeting of the Board.
12. A Director and/or Officer may waive formal notice of a meeting.
13. Meetings of the Board of Directors shall follow the same business procedures as the Annual General Meeting and in the event of any dispute "Roberts Rules of Order" shall apply unless any policy of the Association provides to the contrary.

Notice

Two (2) days' notice is mailed, emailed or otherwise delivered to each member of the committee. 

The notice states that date, place and time of the committee meeting.  Committee members may waive notice.

Quorum

A majority of the committee members present at a meeting is a quorum.

Voting

Each member of the committee, including the Chairperson, has (1) vote at the committee meeting.  The Chairperson does not have a casting vote in case of a tie.  In the event of a tie, the motion is defeated.

The Board establishes the following standing committees:

1. Executive
2. Nominating

And may at the discretion of the board, set some or all of the following committees:

1. Alpine
2. Technical
3. Awards
4. Communications and Public Relations
5. Fund Raising