Proposed By-Laws - March 2025

Recommendations of the Members By-Laws Review Committee 40 Current By-Laws (January 2023) (A) Board’s Proposed Change (B) Board’s Rationale (C) By-Law Committee’s Recommendation (D) By-Law Committee’s Rationale (E) including but not limited to governance, risk and compliance related training; New By-law 41(11) Accepted as proposed. Add New By-law 41(12) to state: The elected official so affected shall have the right of appeal to the Board. New By-law 41(11) Agree with recommendation. Add New By-law 41(12) Ensures the accused member has a right of appeal because the assessment that they have not completed a duty may be subjective. TERMINATION OF OFFICE By-law 42 42. Where there is any vacancy among the Directors, the directors then in office may exercise all of the powers of the Board and shall where no more than four vacancies exist, fill the vacancy within fourteen (14) days until the next Annual General Meeting. By-law 42 Where there is any vacancy among the Directors, the directors then in office may exercise all of the powers of the Board and shall where no more than four vacancies exist, fill the vacancy within two (2) months until the next Annual General Meeting. Amends the by-law to extend the number of days for the board to fill vacancies of the board. Days extended to allow for full due process, including compliance checks and governance committee review, to be done. By-law 42 Replace with: Where there is one (1) vacancy, the directors shall fill that vacancy with a previously approved candidate. Where there are two (2) or more vacancies, a special general meeting shall be called to fill those vacancies. To ensure that all posts are filled by persons who have passed the fit and proper criteria. For officers and committee members.

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