The Number of Directors
The number of directors is set "between 5 and 15" in the Articles of Continuance, the central formal document lodged with Corporations Canada that defines the association. According to the Association's Bylaws, the Board of Directors has the authority to fix the actual number that it is going to use to function. This number is currently was set to 11 elected Directors, having most recently been discussed and voted upon at the October 4, 2020 meeting.
Elements of the Articles of Continuance can only be changed by special resolution of the members which requires > 2/3 voting in favour at a member's meeting. The wording of the resolution and the date of the meeting has to have been communicated to members with sufficient notice.
Terms for Directors
According to Article 28 of the Bylaws, each Director serves a 3 year term. Term expiries for Directors have been staggered so that as close as possible to 1/3 of the positions are rotated off each year.
Elements of the Bylaws can only be changed by special resolution of the members which requires > 2/3 voting in favour at a member's meeting. The wording of the resolution and the date of the meeting has to have been communicated to members with sufficient notice.
The Election
The procedure for setting up the election is articulated in Article 18 of the Bylaws.
Voting Procedure for Elections
Article 13 of the Bylaws allow for absentee voting by electronic means provided the system used allows for anonymity.
To enable the largest possible participation of the membership, the annual election to replace the expiring board positions will be held by electronic means in advance of the AGM with voting open for 2 weeks to allow the participation of the widest cross-section of members. The Directors, so elected, take office at the close of the AGM.
Appointment of Officers
Article 34 of the Bylaws indicates that the board may designate the officers of the Corporation, appoint officers on an annual or more frequent basis, specify their duties and, subject to the Act, delegate to such officers the power to manage the affairs of the Corporation. A director may be appointed to any office of the Corporation. Two or more offices may be held by the same person.
Each year at least three months in advance of the Annual General Meeting, the Board of Directors will decide the number of Directors for the coming year as well as which offices are required and how officers will be appointed. The most current policy and procedure (September 2018) is outlined below:
The PEMAC Executive Team is made up of the following positions which are selected annually without campaigning or lobbying.
- President
- Vice President
- Acting Chair x 2
- Treasurer
Roles and responsibilities and term limits for each role are outlined in the "Roles and Responsibilities" section of this document.
Means of appointment
The Executive Director facilitates the appointment of officers procedure by anonymous poll.
President
When it's time to appoint a new president we will first have a separate ballot only for President. Per Board decision (Dec 2020) there is a limit of 2 (3 year) terms maximum (consecutive or non-consecutive). Those whose names are on the ballot for president include only those who have not exceeded the term limits and have expressed interest to the Executive Director.
Treasurer
The Treasurer position is filled by a volunteer rather than by election.
Vice President and Acting Chair Positions
The poll for Vice President and Acting Chair positions will include all the remaining names unless someone has notified the Executive Director of their desire to opt out. The individual with the highest number of votes will be appointed as Vice President. The next two individuals will serve as Acting Chair(s).