Recommendations of the Members By-Laws Review Committee 41 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) TERMINATION OF OFFICE By-law 43 43. The Board shall appoint from its members such other sub-committees as it thinks fit. In the exercise of its functions these sub-committees shall have the powers assigned by the Board, the Act, Regulations, and these By-Laws. [By-law 43 was not included in Board table.] No change recommended by the Committee. No need to change. DISCLOSURE OF INTEREST By-law 44 44. A director or officer or senior management personnel of the Society: (a) who is a party to a contract or proposed contract with the Society; or (b) who is a director or an officer of any body or has an interest in any body that is a party to a contract or proposed contract with the Society must disclose in writing to the Society or request to have entered in the minutes of meetings of the Board the nature and extent of his interest. By-law 44 (1) A director or officer or senior management personnel of the Society: I. who is a party to a contract or proposed contract with the Society; or II. who is a director or an officer of any body or has an interest in any body that is a party to a contract or proposed contract with the Society must disclose in writing to the Society or request to have entered in the minutes of meetings of the Board the nature and extent of his interest. New By-law 44 ( c) – ( e) (c) No director, officer, committee member, agent, or employee of this Society shall in any manner, directly or indirectly, participate in the deliberation upon or the determination of any question affecting his/her own pecuniary interest or personal interest or the pecuniary interest of any organisation or association in which the person is directly or indirectly interested. New By-law 44 ( c) to ( e) Expands the By-laws to mandate that a director or senior management shall comply with the provisions of the Corporate Governance Handbook. By-Law 44 (a) and (b) Accepted as proposed. By-Law 44(c) Change 44(c) to 44(c)(i) and insert new 44(c)(ii) to read ‘Where such an interest is declared it shall be recorded in a Conflicts of Interest Register, as appropriate’. By-Law 44 (a) and (b) Agree with recommendation. By-Law 44(c) Introduces a Conflict of Interest Register where such conflicts are recorded and can be referred to as the need arises.
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