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Constitution – Article Six

Executive Members

Election
The affairs of the BCTC shall be managed by a board of Executive members, who are elected from the membership at-large at the Annual General Meeting. The role of the Executive will be to set goals for the year, establish budgets and membership fees, meet for regular Executive meetings and appoint other officers or committees as they deem necessary. Each Executive member at the time of his election and throughout his term of office shall be a member of BCTC. A member elected to an executive position shall have at least one full year's membership within the BCTC.

Term
The Executive shall be elected at the Annual General Meeting held in the month of October each year and to hold office until their successors shall have been duly elected or appointed. The whole board shall be retired at each annual meeting, but shall be eligible for re-election. In the event that a position on the Executive remains unfilled, then a retiring Executive Member, who has already served two consecutive terms, may be voted into that position by the Members by majority vote.

Removal of Executive Members
a) The office of Executive member may be vacated upon a majority vote by the Executive in the following circumstances: If he/she is convicted of any criminal offence during the term of office, or if he/she failed to disclose prior to accepting a position on the Executive board a prior criminal conviction; or for severe transgressions of the BCTC's Code of Conduct, as modified from time to time.

b) The office of Executive member shall be automatically vacated;
I) if an Executive member has resigned his/her office by delivering a written resignation to the Secretary of the BCTC.
II) If an Executive member has been asked to vacate their position by majority vote of the Executive, as outlined above.
II) on death

c) The Secretary shall give at least 48 hours notice to such Executive member that a meeting will be held at which the Executive will consider the removal of that member from the Executive.

Vacancies
Vacancies on the Executive may, so long as a quorum of Executive members remains in office, be filled by the Executive from among the members of the BCTC, if they shall see fit to do so, otherwise such vacancy or vacancies shall be filled at the next annual meeting of members at which the Executive for the ensuing year are elected, but if there is not a quorum of Executive members, the remaining Executive members shall forthwith call a meeting of members to fill the vacancy or vacancies.

Quorum
A majority of the Executive members shall form a quorum for the transaction of business at any meeting of the Executive board.

Meetings
Except as otherwise required by law, the Executive may hold their meetings at such place or places as it may from time to time determine. No formal notice of any such meeting shall be necessary if all the Executive members are present, or if those absent have signified their consent to the meeting being held in their absence. Executive meetings may be called by the President or Vice-President or by the Secretary on direction of the President or Vice-President or by the Secretary on direction in writing of two Executive members.

Notice of Meetings
Notice of meetings of the Executive shall be communicated to each Executive member not less than two days exclusive of Saturdays and holidays as defined by the Interpretation Act of Ontario before the meeting is to take place. The statement of the Secretary or President that notice has been given shall be sufficient and conclusive evidence of the giving of such notice.

Regular Meetings
The Executive may appoint a day or days in any month or months for regular meeting at an hour to be named and of such regular meeting no notice need be sent. An Executive meeting may also be held, without notice, immediately following the Annual General meeting of the BCTC.

Votes to Govern
Questions arising at any meeting of the Executive shall be decided by a majority of votes cast on the question.

Powers
The Executive members may administer the affairs of the BCTC in all things and make or cause to be made for the BCTC in its name, any kind of contract which the BCTC may lawfully enter into and, save as hereinafter provided, generally, may exercise all such other powers and do all such other acts as authorized to do. Without in any way derogating from the foregoing, the Executive is expressly empowered, from time to time, to purchase, lease or otherwise acquire, alienate, sell exchange or otherwise dispose of shares, stocks, rights warrants, options and other securities, lands, buildings and/or other property moveable or immoveable, real or personal or any right or interest therein owned by the BCTC for such consideration and upon such terms and conditions as they may deem advisable.

Books and Records
The Executive shall see that all necessary books and records of the BCTC required by the Constitution and Bylaws are regularly & properly kept.

Remuneration
The Executive members shall receive no remuneration for acting as such, but shall receive gratis membership (not including any additional fees such as initiation, fees for tournaments, etc) for the year(s) in which they act as Executive members. Such gratis membership shall be revoked upon the resignation or removal of an executive member, but he may continue as a member, at the Executive's discretion, upon payment of the annual fee.

Indemnity of the Executive
Every Executive member of the BCTC and his heirs, executors, administrators and estate and effects, respectively, may from time to time be indemnified and saved harmless by the BCTC from and against,

a) any liability and all costs, charges and expenses that he sustains or incurs in respect of any action, suit or proceeding that is proposed or commenced against him for or in respect of anything done or permitted by him in respect of the execution of the duties of his office; and

b) all other costs, charges and expenses that he sustains or incurs in respect of the affairs of the BCTC except such costs, charges or expenses as are occasioned by willful neglect or default.

Board of Advisors

Appointment
The affairs of the BCTC shall be guided by a Board of Advisors who are appointed by the President from the membership at large. The role of the Board will be to provide continuity for the governance and management of Club affairs and to undertake to ensure that the Club is effectively and efficiently managed. The Board will meet regularly to stay informed about Club issues and assist the Executive as necessary. Each Board member at the time of his/her appointment will have contributed to the Club in some appreciable way, be a member of the BCTC during the term of appointment, and one member will be the outgoing President at his/her discretion for a two-year term.

Term
The Board of Advisors shall be appointed at the AGM held in the month of October each year and hold office until their successors have been duly appointed. Two members, at the discretion of the President, shall be appointed to serve three-year terms, and three members shall be appointed to serve two-year terms. New appointments and re-appointments to the Board as necessary shallbe announced at the Annual General Meeting.

Removal of Board Members
Removal of Board members shall follow the rules as set above for the removal of Executive members with the substitution of "Board" for "Executive".

Vacancies
Vacancies on the Board may, so long as a quorum of Board members remains in office, be filled by the President from among the members of the BCTC, if he/she shall see fit to do so; otherwise such vacancy or vacancies shall be filled at the next annual meeting of members at which the Board for the ensuing year is appointed, but if there is not a quorum of Board members, the remaining Board members shall forthwith request that the President appoint new members to fill the vacancy or vacancies.

Quorum
A majority of the Board members shall form a quorum for the transaction of business at any meeting of the Board. Meetings Except as otherwise required by law, the Board may hold their meetings at such place or places as it may from time to time determine. No formal notice of any such meeting shall be necessary if all the Board members are present, or if those absent have signified their consent to the meeting being held in their absence. Board meetings may be called by the Chair or Assistant Chair or by any Board member upon request to the Chair in writing.

Notice of Meetings
Notice of meetings of the Board shall be communicated to each member not less than two days before the meeting is to take place exclusive of Saturdays, Sundays and holidays as defined by the Interpretation Act of Ontario. The statement of the Chair that notice has been given shall be sufficient and conclusive evidence of the giving of such notice.

Regular Meetings
The Board may appoint a day or days in any month or months for regular meetings at an hour to be named and in the case of such regular meeting no notice need be sent. A Board meeting may also be held, without notice, immediately following the Annual General meeting of the BCTC.

Votes to Act
Questions arising at any meeting of the Board shall be decided by a majority of votes cast on the question.

Powers
The Board members may advise the Executive on the affairs of the BCTC in all things and make recommendations to the Executive for the BCTC regarding any kind of contract into which the BCTC may lawfully enter. Without in any way impeding the powers of the Executive, the Board is expressly empowered to advise on, as necessary for the efficient and effective functioning of the Club, the purchasing, leasing or otherwise acquiring, alienating, selling, exchanging or otherwise
disposing of shares, stocks, rights warrants, options and other securities, lands, buildings and/or other property moveable or immovable, real or personal or any right or interest therein owned by the BCTC for such consideration and upon such terms and conditions as they may deem advisable.

Books and Records
The Board shall have access to all books and records of the BCTC as maintained by the Executive to ensure that the Constitution is maintained and Bylaws are regularly & properly kept. Minutes of all Executive meetings shall be provided to the Board Chair.

Remuneration
The Board members shall receive no remuneration for acting as such, but shall receive gratis membership (not including any additional fees such as initiation, fees for tournaments, etc. for the year(s) in which they act as Board members. Such gratis membership shall be revoked upon the resignation or removal of an executive member, but he/she may continue as a member, at the Chair's discretion, upon payment of the annual fee.

Indemnity of the Board
Every Board member of the BCTC and his/her heirs, executors, administrators and estate and effects, respectively, may from time to time be indemnified and saved harmless by the BCTC from and against,
a) any liability and all costs, charges and expenses that he/she sustains or incurs in respect of any action, suit or proceeding that is proposed or commenced against him/her for or in respect of anything done or permitted by him in respect of the execution of the duties of his/her office; and
b) all other costs, charges and expenses that he/she sustains or incurs in respect of the affairs of the BCTC except such costs, charges or expenses as are occasioned by wilful neglect or default.