a. Election and Term
Subject to the Articles, the members will elect the directors at the first meeting of members and at each succeeding annual meeting at which an election of directors is required, and the directors shall be elected to hold office for a term expiring not later than the close of the next annual meeting of members following the election. A retiring director shall remain in office until the dissolution or adjournment of the meeting at which his/her retirement is accepted and his/her successor is elected.
b. Number of Directors
The Board shall consist of the number of directors specified in the articles. If the articles provide for a minimum and maximum number of directors, the Board shall be comprised of the fixed number of directors as determined from time to time by the members by ordinary resolution or, if the ordinary resolution empowers the directors to determine the number, by resolution of the board. In the case of a soliciting corporation the minimum number of directors may not be fewer than three, at least two of whom are not officers or employees of the Corporation or its affiliates.
c. Books and Records
The directors shall see that all necessary books and records of the Corporation required by the By-laws of the Corporation or by any applicable statute or law are regularly and properly kept.
d. Vacancy in Office
The office of director shall be automatically vacated:
(v) if a director shall resign his/her office by delivering a written resignation to the secretary of the Corporation;
(w) if he/she is found by a court to be of unsound mind;
(x) if he/she becomes bankrupt or suspends payment or compounds with his/her creditors;
(y) if at a special general meeting of members an ordinary resolution is passed by the members entitled to vote that he/she be removed from office;
(z) on death; or
(aa) if a director is absent from 3 consecutive Board meetings without leave of the Board.
If any vacancy shall occur, the Board by a majority vote may, by appointment, fill the vacancy for the balance of the former director’s term.
The directors shall serve as such without remuneration and no director shall directly or indirectly receive any profit from his/her position as such; provided that a director may be paid reasonable expenses incurred by him/her in the performance of his/her duties.