Board of Directors Bylaw

5.0 Board of Directors  #

5.1 Composition of the Board #

  1. The Board shall be comprised of:
  2. All Officers as stated in Section 6.0
  3. All Directors as stated in Section 7.0

5.2 Duties and Powers of the Board #

  1. As the Board is comprised of Officers and Directors, the duties and powers of the Board are also those which relate to each party who comprises the Board.
  2. The Board shall have the power to remove from office any member of the Executive Committee (as defined in Section 6.1) for neglect of duty or for misconduct by two-thirds (2/3rd) vote.
  3. To act in best interest of the members of the association as a whole.

5.3 Election of Officers & Directors #

  1. At each Annual General Meeting, the Members shall elect the Officers & Directors to replace those Officers/Directors whose terms of office have expired or will expire at the end of the Meeting, as well as to fill any newly created positions as described in Section 6.1(j).
  2. A Member may nominate a candidate for Officer/Director (the “Nominee”) to fill a vacancy by providing the Office of the Association with details in respect of such Nominee in writing or email (the “Nomination”) at least 10 days prior to the Annual General Meeting. Nominations from the floor will only be accepted where a nomination to fill a vacancy has not been received and there are no candidates to fill said vacancy.
  3. If the number of nominees in an election for Officers/Directors exceeds the number of Officers/Directors to be elected at the election, the election of Officers/Directors must be by secret ballot.
  4. If the number of candidates nominated for Officers/Director is equal to the number of Officers/Directors to be elected, those nominated are declared elected and no election is required.
  5. In an election of Officers/Directors, the Chair of the Board Meeting must declare elected the candidates who received the highest number of valid votes up to the number of Officers/Directors to be elected.
  6. If two (2) or more candidates receive an equal number of votes for Director position on the Board and it is not practical to hold a run-off election at the Meeting:
  7. the Officers/Directors who have already been elected in the election; and
  8. the Officers/Directors whose terms of office will not expire at the end of the meeting at which the election is held.

must determine which of those candidates is to be elected by     majority vote.

  1. Nominees must be present at the AGM to be able to have their name stand in the election process. No person may be nominated or run for election who is not at the time of the AGM a Member of MHMHA.

5.4 Term of Office  #

  1. Directors (with the exception of those terms of office more particularly described in Section 6.7 below) shall serve a term of two (2) years.


5.5 Board of Directors Meetings:  #

  1. Executive Committee and Directors of the Board shall meet together once per month for the dispatch of business and shall otherwise regulate their meetings as they consider appropriate.
  2. The President may change the frequency of meetings at its direction, acting reasonably.
  3. The minutes of Board meetings shall be available upon request to the Members of the Association and shall be distributed to the Board within a reasonable time following each Board meeting.
  4. A meeting of the Board may be held by conference call or other electronic means. Directors who participate on this call are considered to be present for the meeting.

5.6 Voting  #

  1. Each Director entitled to vote shall have one (1) vote at a meeting of the Board.
  2. The individual acting as Chair of the Board Meeting shall only hold a tie breaking vote.

5.7 Quorum  #

  1. A majority of Directors in office, from time to time, but no less than seven (7) Directors, including at least one of either the President, a Vice President, shall constitute a quorum for meetings of the Board. Any meeting of the Board at which a quorum is present shall be competent to exercise all or any of the authorities, powers, and discretions by or under these Bylaws.
  2. If, within one (1) hour from the time designated for a Meeting a quorum is not present, the Meeting shall be adjourned to a date and time as determined by the majority of Directors present.

5.8 Chair of the Board Meeting  #

The President, or in its absence, one of the Vice-Presidents, shall preside over all meetings of the Board (the “Chair of the Board Meeting”).

5.9 Remuneration  #

No Member, Coordinator, Director, or Officer of the Association shall receive any remuneration for its services.

5.10 Reimbursement for Expenses #

Notwithstanding Section 5.9 above, members of the Board shall be reimbursed for all reasonable out-of- pocket expenses resulting from attendance at Hockey Alberta, HC, Board and Committee meetings, as well as other activities related to Board and/or Committee duties.

 5.11 Removal, Death, and Resignation of Director  #

  1. The Executive Committee shall have the power to remove any Director before the expiration of its term of office for neglect of duty or misconduct (in its sole and unfettered discretion) by a two-thirds (2/3rd) vote of the Executive Committee.
  2. Any Director that does not attend three (3) scheduled meetings, without notice, may be removed by a two-thirds (2/3rd) vote of the Executive Committee (in its sole and unfettered discretion).
  3. The Executive Committee shall have the power to fill any vacancy created by the removal, death, resignation, or removal of a Director.

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