ARTICLE 3: DIRECTORS |
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NUMBER OF DIRECTORS AND QUORUM: The affairs of the Institute shall be managed by a Board consisting of nine elected Directors. In addition, the immediate past Chair shall be a member of the Board ex-officio. A majority of Directors shall constitute a quorum for the transaction of business at any Board meeting. |
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TERM OF OFFICE OF DIRECTORS: Directors are elected for a two-year term unless there is a vacancy due to an incomplete term. In the event that a vote is required, the newly elected Directors receiving the greater number of votes shall serve the longer terms. |
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POWERS OF DIRECTORS: The absolute control of all matters in any way relating to the operation, regulation and management of the Institute shall be vested entirely in the Board. |
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QUALIFICATIONS: Only Members of GTLLI are eligible to serve as Directors. No person shall be eligible to serve as a Director for more than three consecutive two-year terms. A Director may be eligible for one further term if the Board, by resolution, considers his/her skills and abilities unique at the present time for the proper guidance and in the best interests of the Institution. |
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NOMINATING COMMITTEE: The Chair shall, with the consent of the Board, appoint a Nominating Committee prior to each Annual General Meeting. |
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NOMINATIONS: On or before May 1 of each year, the Nominating Committee shall present to the Board a list of nominees, consisting of one person for each expected vacancy on the Board. Additional nominations may be made only in writing, signed by a Member as sponsor with the consent of the said nominee endorsed thereon and filed with the Secretary not later than two weeks prior to the scheduled election. |
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ELECTION: The election of Directors shall be by ballot if there are more candidates than vacant positions. A tie shall be broken by a coin toss. Each Director will serve until his term expires and his successor has been elected. |
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VACANCIES: Should any vacancy occur on the Board, the remaining Directors shall have the power to fill such vacancy by a majority vote until the next scheduled election of Directors. |
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MEETINGS OF DIRECTORS: A meeting of the Board may be called by the Chair or by any four Directors. Such meeting may be held at the lnstitute's Head Office or any other convenient place in Ontario. Notice of any Board meeting, including an agenda, shall be given to all Directors, either by mail or verbally, not less than five days in advance of the meeting. A Board meeting may be held from time to time without formal notice if all Directors are present or if those Directors who are absent have waived notice of such meeting. The Chair, or in his absence, the Vice-Chair, shall be chairman of any meeting of the Board. Questions arising at any meeting of the Board shall be decided by a majority of votes; and in case of an equality of votes, the chairman of the meeting, having already voted as an ordinary member, shall be entitled to a second or casting vote |
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REMUNERATION AND EXPENSES: The Directors shall receive no compensation, directly or indirectly, for acting as such and shall not receive any profit, directly or indirectly, from their office. The Directors shall be entitled to be reimbursed for their out-of-pocket expenses properly incurred in connection with the affairs of the Institute. |
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DECLARATION OF INTEREST: It shall be the duty of each Director to declare any interest, whether direct or indirect, in any contract or arrangement, or proposed contract or arrangement, and refrain from voting on any such contract or arrangement. |
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COMMITTEES: The Board may at any time appoint such committees, including their membership, as it deems necessary in connection with the conduct of the affairs of the Institute, and may delegate any powers to such committees as are permitted by law. The general and specific responsibilities of each such committee shall be documented in the GTLLI RULES AND REGULATIONS. |
