Powers

1. The Board of Directors is the supreme governing body of the PAR-BC when the Annual General Meeting is not session, subject to the provisions of the Constitution and by-laws.

   Composition
    

2. The Board of Directors referred to herein shall consist of the President, Vice-President, Director of Communications, Director of Finance, Immediate Past-President, seven Members-At-Large, and Executive Director. The Executive Director shall have a voice but no vote. With the exception of the Executive Director, all members of the Board shall be members in good standing with the PAR-BC.

   Authority
    

3. Except as herein otherwise provided, the affairs of the PAR-BC shall be managed by the Board of Directors and it may employ persons or pay for such assistance as it may require and otherwise use the funds of the PAR-BC in furthering the interests of members.

4. The Board of Directors may authorize the expenses of members of the PAR-BC while engaged in PAR-BC work to be paid out of the funds of the PAR-BC.

5. Subject to the approval of the membership in a General Meeting or by referendum, an honorarium may be paid to a member of the PAR-BC.

   Term
    

6. Each member of the Board of Directors shall be elected annually as hereinafter provided and each shall hold office until he/she dies, resigns, is removed, is disqualified, or until his/her successor is elected and takes office.

7. Any member of the Board of Directors shall be eligible for re-election unless disqualified.
8. A member of the Board of Directors may resign at any time by notice in writing to the President, Director of Communications, or the Executive Director.

9. A member of the Board may be removed at any time by a simple majority vote of the members of the PAR-BC in electronic or letter ballot. This ballot will be prepared and distributed by an employee of the PAR-BC and not by any member of the Board.

10. If a director is absent for more than two meetings in a given year, the Board must vote on whether or not the question to remove the Director should be put to the general membership as described in (V-9). The vote should occur in a fashion that all directors have the opportunity to vote (i.e. meeting with all directors present or by electronic vote) at the discretion of the Executive Director. Any decision made in this manner may be appealed under the provisions in Article XV.
11. The Board may, by two-thirds majority of the directors, remove a member of the executive from their executive position. The vote should occur in a fashion that all directors have the opportunity to vote (i.e. meeting with all directors present or electronic vote) at the discretion of the Executive Director, and only after such time as the member of the executive in question has had an opportunity of fair hearing with the Board. Any decision made in this manner may be appealed under the provisions in Article XV. If successfully removed from their executive position, said member would retain their position as a Director of the Board in the role of Member-at-Large. The executive position would then be filled by election from amongst the Board of Directors similarly to the process as described in (IV-7).
12. In the event of a vacancy occurring on the Board of Directors after the Annual General Meeting, elections will be conducted for the vacant position to fill the vacancy for the remainder of the term by electronic or letter vote of the general membership in the same manner as the annual elections of the Board of Directors.

    Meetings
     

13. A quorum for a meeting of the Board of Directors shall be comprised of four members of the Board.
14. Meetings of the Board of Directors may be called at any time by the President, or in his/her absence or incapacity, by the Vice-President, or by any two members of the Board.
15. Notice of meetings of the Board of Directors shall be sent to each member of the Board not less than five days prior to the time of the meeting. In cases of emergency any two members of the Board may call a meeting thereof by telephone, telegram, facsimile or electronic mail. In the case of any emergency meeting the quorum shall be a majority of the Board. In extreme cases the meeting may take place on the telephone but the Board at its next meeting must ratify any questions that are decided.
16. All questions coming before the Board of Directors shall be decided by a majority vote of the members present. The Chairperson of the meeting shall not vote except in the event of a tie.
17. The President will sit as Chairperson at all Board and General Meetings. In his/her absence the Vice-President will sit and in his/her absence any Board member who the Board may appoint.

    Save Harmless
     

18. The Board of Directors or any of its members will be indemnified by the PAR-BC in the event of any of its members being held liable for any act or omission occurring in the course of their duty unless the act or omission happened through negligence or willful neglect.
19. The employees of the PAR-BC will be indemnified by the PAR-BC in the event of liability for any act or omission occurring in the course of their duty unless the act or omission happened through negligence or willful neglect.

    Fair Representation
     

20. No Board member shall act in a manner that is arbitrary, discriminatory, negligent, or in bad faith in the representation of a member of the PAR-BC or its policies.

    Confidentiality
     

21. A Board member shall use appropriate discretion with respect to personal matters involving members disclosed to them in the course of their duties, and shall maintain appropriate confidentiality with respect to PAR-BC matters where disclosure may harm the interests of the members.