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HSAS Constitution & Bylaws

ARTICLE 10 -­ BOARD OF GOVERNORS

 

10.01   Board of Governors

The Executive Council shall appoint a Board of Governors according to the policy and procedures that the Executive Council establishes from time to time relating to the Board of Governors.

10.02   Qualifications

(a)   No individual shall become or continue to be a member of the Board of Governors if that individual:

(i)   is less than eighteen (18) years of age;

(ii)   is of unsound mind and has been so found by a competent tribunal or a court in Saskatchewan or elsewhere;

(iii)   has the status of bankrupt; or

(iv)   is not an Active Member.

(b)   Any Active Member who:

(i)   is not disqualified in accordance with subsection 10.02(a), and

(ii)   has served at least two (2) full terms on the Executive Council, at least one (1) of which was served on the Executive Committee,

is eligible to be appointed to the Board of Governors.

10.03   Term of Office

A member of the Board of Governors holds office from the time of her appointment until the earliest of:

(a)   the seventh annual anniversary after her appointment;

(b)   her ceasing to be qualified;

(c)   her resignation from the Board of Governors; or

(d)   her death.

10.04   Duties of the Board of Governors

The Board of Governors shall:

(a)   provide guidance and counsel to the Executive Council on all Constitution and Bylaw matters brought before the Executive Council;

(b)   vote on all Constitution and Bylaw matters in accordance with section 20.03;

(c)   provide guidance and counsel to the Executive Council on all matters within the administration of the Association;

(d)   review the performance and duties of the Executive Director and make recommendations to the Executive Council regarding the Executive Director;

(e)   carry out committee functions in accordance with section 11.05;

(f)   carry out appeal functions in accordance with section 13.09;

(g)   carry out review and guidance functions relating to budgetary matters in accordance with section 16.02 and vote on all budgetary matters in accordance with section 16.02;

(h)   carry out the Board of Governors’ functions relating to special appropriations in accordance with section 16.03; and

(i)   meet jointly with the Executive Council wherever required to do so in accordance with these Bylaws.

10.05   Attendance at Executive Council and Executive Committee Meetings

In order to carry out their duties, members of the Board of Governors may attend and be heard, but are not entitled to vote, at meetings of the Executive Council and the Executive Committee.

10.06   Save Harmless

The Association shall indemnify and save harmless from personal liability any member of the Board of Governors against all costs, charges, and expenses, including amounts paid to settle actions or satisfy judgments that the individual reasonably incurs with respect to any civil, criminal, administrative, investigative, or other proceedings in which the individual is involved because of her participation as a member of the Board of Governors if:

(a)   the individual acted honestly and in good faith with a view to the best interests of the Association; and

(b)   in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the individual had reasonable grounds for believing that her conduct was lawful.


 

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