Living in the past and loving it


Article Index


Part 6. – Proceeding of Directors


  1. 1.
  2. (1)          The directors may meet together at such places as they think fit for the dispatch of business, adjourn and otherwise regulate their meetings and proceedings, as they see fit.
  3. (2)          The directors may from time to time fix the quorum necessary for the transaction of business and unless so fixed the quorum shall be a majority of the directors then in office.
  4. (3)          The president shall be chairman of all meetings of the directors, but if at any        meeting the president is not present within 30 minutes after the time appointed for holding the meeting, the vice-president shall act as chairman, but if neither is present the directors present may choose one of their number to be chairman at the meeting.
  5. (4)          A director may at any time, and the secretary, on the request of a director, shall, convene a meeting of the directors.


  1. 2.

(1) The directors may delegate any, but not all, of their powers to committees consisting of such director or directors as they think fit.

(2) A committee so formed in the exercise of the powers so delegated shall conform to any rules that may from time to time be imposed on it by the directors, and shall report every act or thing done in exercise of those powers to the earliest meeting of the directors to be held next after it has been done.


  1. 3.             A committee shall elect a chairman of its meetings; but if no chairman is elected, or if at any meeting the chairman is not present within 30 minutes after the time appointed for holding the meeting, the directors present who are members of the committee shall choose one of their number to be chairman of the meeting.


  1. 4.             The members of a committee shall meet and adjourn as they think proper.


  1. 5.             For a first meeting of directors held immediately following the appointment or election of a director or directors at an annual or other general meeting of members, or for a meeting of the directors at which a director is appointed to fill a vacancy in the directors, it is not necessary to give notice of the meeting to the newly-elected or appointed director or directors for the meeting to be duly constituted, if a quorum of the directors is present.


  1. 6.             A director who may be absent temporarily from British Columbia may send or deliver to the address of the Society a waiver of notice, which may be by letter, e-mail  or fax, of any meeting of the directors and may, at any time, withdraw the waiver, and until the waiver is withdrawn:
  2. no notice of meetings of directors shall be sent to that director, and
  3. any and all meetings of the directors of the Society, notice of which has not been given to that director shall, if a quorum of the directors is present, be valid and effective.


  1. 7.

(1) Questions arising at any meeting of the directors and committee of directors shall be decided by a majority of votes.

(2) The Chairman shall not vote, except In the case of an equality of votes, in which case he shall cast one vote.


  1. 8.             No resolution proposed at a meeting of directors or committee of directors need be seconded and the chairman of a meeting may move or propose a resolution.


  1. 9.             A resolution in writing, signed by all the directors and placed with the minutes of the directors is as valid and effective as if regularly passed at a meeting of directors.



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