PART 7 – BOARD OF DIRECTORS
36. The Board of Directors has the power to make rules and regulations for its guidance provided they are not inconsistent with all laws that affect the Association and these Bylaws.
37. The Board of Directors has the power and authority:
37.1 to develop priorities, policies, procedures and operating protocols and establish budget requirements for the operation of the ARJAA’s Program;
37.2 to solicit, receive, acquire and hold donations, gifts and legacies for the purpose of the Association and other revenues, grants, appropriations and subsidies for the purposes of the Association;
37.3 to enter into contracts with any person, corporate body, government or government ministry, department or authority which may further the purposes of the Association;
37.4 to establish annual Program goals and objectives and evaluate effectiveness of the Program on a regular basis;
37.5 to recruit, hire, and ensure that appropriate supervision, position profiles, reporting structures and evaluation measures are in place for the Executive Director and other ARJAA employees and volunteers.
38. No rule, made by the Association in an annual general meeting, Board of Directors meeting or Association meeting, can take effect retroactively.
39. The Chair, Vice-Chair, Secretary, Treasurer and one or more other persons appointed upon incorporation, or as determined by the Board of Directors, shall be officers of the Association and shall comprise the Board Executive.
40. An officer must be a Director, and ceases to be an officer when he or she ceases to be a Director.
41. The maximum number of Directors shall not exceed 15, or as otherwise determined from time to time by resolution at an annual general meeting.
42. The Directors shall be elected or appointed as a first priority from the following primary stakeholders or as otherwise qualified and accepted by the Board of Directors from time to time:
42.1 an appointed member of the Abbotsford City Council or an alternate designated by the Council;
42.2 an appointed member of the Abbotsford Police Department or an alternate designated by the Abbotsford Police Department;
42.3 an appointed member of the Abbotsford Board of School Trustees of School District #34 or an alternated designated by the School Board;
42.4 an appointed member of the Abbotsford Chamber of Commerce;
42.5 an appointed member of the Abbotsford Police Victim Services Unit or an elected victim advocate.
42.6 an elected member in good standing of the Law Association of the Province of British Columbia.
42.7 an elected member of the Ministerial Association of Abbotsford or a Chaplain within Corrections.
42.8 an elected employee of the City of Abbotsford.
42.9 an elected employee of the Abbotsford School District
42.10 an elected youth probation officer or a representative from Correctional Services Canada.
42.11 an elected representative from the general public, residing in the City of Abbotsford.
43. An appointed Director holds office only until the conclusion of the next following annual general meeting of the Association, but is eligible for re-appointment at that meeting.
44. An elected Director holds office for two years, concluding at the annual general meeting of the second year, but is eligible for re-election at that meeting.
45. A vacancy on the Board of Directors shall exist:
45.1 Upon the death, resignation, expulsion or non-election of a Director; or whenever any Director shall have been absent for more than three (3) consecutive regular meetings of the Board without being excused from attendance by the Board of Directors, or from five or more regularly scheduled meetings of the Board of Directors in a given year.
45.2 The Board of Directors shall have the power, by a special resolution, to suspend or expel any Director before the expiration of his term, whose conduct shall be considered, by Board members present, to have been improper, unbecoming or likely to endanger the purpose, objectives or character of the Association or who willfully commits a breach of the Bylaws of the Association.
45.3 No Director shall be suspended or expelled, without first being provided an opportunity to be heard at a Board of Directors meeting to be called for such purpose and for which at least five (5) days notice has been given. A written statement of the reason(s) for the proposed expulsion must be given.
45.4 All Directors upon their termination, resignation or removal from office shall surrender their responsibilities with due diligence so as not to impede the ability of the Association to function.
46. If a Director resigns his office or otherwise ceases to hold office, the remaining Directors may appoint a member to take the place of the former Director for the remainder of the term.
47. The Directors may at any time appoint a member of the Association as a Director to fill a vacancy on the Board of Directors.
48. Directors shall not be remunerated for being or acting as a Director but a Director shall be reimbursed for all expenses necessarily and reasonably incurred by him while engaged in the affairs of the Association.