Unless otherwise specified by the board (which may, subject to the Act modify, restrict or supplement such duties and powers), the offices of the Corporation, if designated and if officers are appointed, shall have the following duties and powers associated with their positions:
a. Chair of the Board
The chair of the board, if one is to be appointed, shall be a director. The chair of the board, if any, shall, when present, preside at all meetings of the board of directors and of the members. The chair shall have such other duties and powers as the board may specify.
b. Vice-Chair of the Board
The vice-chair of the board, if one is to be appointed, shall be a director. If the chair of the board is absent or is unable or refuses to act, the vice-chair of the board, if any, shall, when present, preside at all meetings of the board of directors and of the members. The vice-chair shall have such other duties and powers as the board may specify.
If appointed, the president or co-presidents shall be the chief executive officer(s) of the Corporation and, subject to the control of the Directors, shall supervise, administer and manage the affairs of the Corporation generally. Only the president or co-presidents, or any person designated by them, shall be empowered to act and/or make statements and commitments in the name of the corporation. In the event of the absence, inability or failure of the chairperson of the board to act, the president or any of the co-presidents shall preside at all meetings of the Board of Directors and of the members. The president or co-presidents shall exercise such other powers and authority and perform such other duties as may from time to time be prescribed by the directors of the Corporation. The president or co-presidents will serve a minimum two-year term.
If appointed, the secretary shall attend and be the secretary of all meetings of the board, members and committees of the board. The secretary shall enter or cause to be entered in the Corporation’s minute book, minutes of all proceedings at such meetings; the secretary shall give, or cause to be given, as and when instructed, notices to members, directors, the public accountant and members of committees; the secretary shall be the custodian of all books, papers, records, documents and other instruments belonging to the Corporation.
If appointed, the treasurer shall have such powers and duties as the board may specify.
f. Executive director
If appointed, the executive director shall, subject to the control of the president, or co-presidents, manage the operations of the Corporation generally.
The executive director, if appointed, shall:
- i) attend to the giving and service of all notices of the Corporation;
- ii) keep a copy of the letters patent of the Corporation and the minutes of all meetings of the directors and of the members and of any executive committee in a book or books to be kept for that purpose;
- iii) keep in safe custody the corporate seal of the Corporation;
- iv) have charge of the records of the Corporation, including the books containing the names, alphabetically arranged, of all persons who are and have been members of the Corporation, together with the address and calling of every such person, while such member, as far as can be ascertained and the names, addresses and callings of all persons who are, or have been, directors of the Corporation, with the several dates on which each became or ceased to be, a director, together with such other books and records as the directors may direct;
- v) be responsible for the keeping and filing of all other books, reports, certificates and documents required by law to be kept and filed by the Corporation.
If no executive director is appointed, the duties specified above (i though v) shall be performed by the secretary, president or chair.
- vi) deposit all moneys and other valuable effects of the Corporation in the name and to the credit of the Corporation in such banks or other depositaries as the directors may from time to time designate;
- vii) shall render to the treasurer, whenever so directed, an account of the financial condition of the Corporation, and as soon as possible after the close of each fiscal year, he/she shall make and submit to the treasurer a like report for such fiscal year; and
- viii) he/she shall have charge and custody of and be responsible for the keeping of the books of account.
If no executive director is appointed, the duties specified above (vi through viii) shall be performed by the treasurer. He/she shall exercise such other powers and authority and perform such other duties as may from time to time be prescribed by the directors or by the president or co-presidents.
The powers and duties of all other officers of the Corporation shall be such as the terms of their engagement call for or the board or president requires of them. The board may from time to time and subject to the Act, vary, add to or limit the powers and duties of any officer.