Policy - 40 Term limits for directors and officers

Policy - Term limits for directors and officers By-Law Home

Following the approval of this policy, one-third (1/3) directors shall be elected for a three-year term, one-third (1/3) directors shall be elected for a two-year term and one-third (1/3) directors shall be elected for a one-year term. Thereafter, except where an election is held to fill the unexpired portion of a term, newly elected directors shall be elected for three-year terms.

One-third of these positions will be elected every year at the Annual General Meeting of Members. The term of office commences at the beginning of the year in January following the election and ends at the at the end of the 3-year term.

Annual Meeting of Board of Directors. The annual meeting of the Board of Directors will be held in January. The election of executives and officers, as required, will be completed during the Board of Director's annual meeting.

Vacancies. Any vacancy occurring on the Board of Directors at any time for any reason may be filled by the affirmative vote of a majority of the remaining Directors, so long as the requirements of election of directors and officers and term of office of directors and officers are met. An individual designated to fill a Director position will serve for the unexpired term of his or her predecessor in office, or, if there is no predecessor, until the next election of Directors.

Election and Term of Office.

Executives and Officers will be elected annually by the Board of Directors from among its membership at its annual meeting.
Executives and Officers will hold office for a term of one year or until his or her earlier death, resignation or removal from office in the manner hereinafter provided.
Executives and Officers may not immediately succeed ~~them-self~~ themselves in the same office for more than one (1) succeeding term.
Accordingly, such executive or officer may not serve in such position for more than two (2) consecutive terms, with partial terms being disregarded for this purpose.
Terms will commence in January following an election and will end at the end of the year or election of a replacement or re-election if allowed.

Initial Meeting of Board of Directors. The first meeting of a Board of Directors following the Annual Meeting of the Members will be held in January. The election of the executives and officers for the new year will be completed during the Board of Director's annual meeting.

Executive and Officers

The board of directors at its initial meeting each year shall designate the positions within the board, the offices of the corporations and shall elect or appoint individuals to each vacant position and vacant office in the manner it determines best at the initial meeting. The initial meeting shall be chaired by, in order of precedence, the Chair of the Board, a Regional Vice-Chair, Secretary or the elected Director with the most seniority with the corporation.

Election and Term of Office

Positions on the board such as Chair and Regional Vice-Chairs shall be for a term of one year. Positions as officers of the corporation shall be for one year.

Upon adoption of the revised by-laws, term limits will be implemented for positions on the board and officers of the corporation as follows:

No individual may occupy the same position or office for more than two consecutive terms. Partial terms do not count towards this limit. This limitation does not apply to Directors at Large.

The board at its discretion may set aside this term limit for a position or office in the event there is no suitable candidate to assume the position or office that would become vacant.

There is no limit on how many times an individual may be in a position or office other than the limit on consecutive terms.

Effective Date. This policy is effective as of November 14, 2025 and supersedes any prior policies regarding Term limits for directors and officers.

Revision. (YY/##). 2502