4.1 NUMBER OF DIRECTORS
The Board of Directors comprises seven (7) elected members.
4.2 ELIGIBILITY FOR THE BOARD OF DIRECTORS
Only the official members can be elected to the Board of Directors. The directors are not remunerated. Only the expenses incurred for the Association are refundable.
4.3 LENGHT OF MANDATE
The mandate of the Board of Directors’ members is two (2) years, renewable. In order to have alternating members, during the first mandate following the adoption of the current by-laws, three (3) directors will be chosen by the Board to have their mandate renewed at the following annual assembly.
4.4.1 A position becomes vacant following:
• a written resignation by a departing member.
• unjustified non-attendance at three (3) consecutive meetings.
• any reason judged unanimously as serious by the other members of the Board.
4.4.2 In case of vacancy, the Board of Director names a replacement to finish the mandate.
There is quorum when four (4) members of the Board of Director are in attendance.
The Board of Directors is elected to manage all ongoing affairs of the Association. It is the representative of the general assembly. More specifically:
• it establishes its internal structure by electing among its members the officers of the Association.
• it is entitled to appoint an executive committee of three (3) members.
• it performs all necessary acts and adopts the resolutions necessary to carry out the objects pursued by the Association in accordance with the law and bylaws.
• it takes decisions regarding the hiring of employees, purchases and expenses that it can authorize, contracts and obligations in which it can engage. It must therefore prepare an annual budget and report on it at the annual assembly.
• it determines the conditions for admission of members.
• it oversees the enforcement and implementation of the resolutions.
4.7 BOARD OF DIRECTORS’ MEETINGS
The Board of Directors has to hold all meetings necessary for the smooth running of the Association. At least four (4) meetings shall be convened every year.
The president sets the meetings dates. The secretary sends or gives the meetings’ notices.
The meeting notice shall be written and received one week prior to the meeting. The new Board shall hold its first meeting immediately after the annual general assembly.
At the first meeting, the Board shall:
• elect the officers; and
• take a decision about the meetings’ frequency and the conditions in which they will take place.
Voting is by show of hands or secret ballot, upon request. Every decision must be adopted by a majority of members’ votes. The president has the deciding vote in case of a tie.
The outgoing president is considered as an honorary member of the Board of Directors and may be invited to sit from time to time as a resource person.