ARTICLE VII - DIRECTORS

7.1 POWERS OF DIRECTORS

(a) The property and business of the Association shall be managed by a Board of Directors. The Directors shall administer the affairs of the Association in all things and make or cause to be made for the Association, in its name, any contract which the Association may lawfully enter into and, save as hereinafter provided, generally, may exercise all such other powers and do all such other acts and things as the Association is by its By-laws or otherwise authorized to exercise and do under the Animal Pedigree Act.

(b) The Board of Directors may appoint such agents and engage such employees as it shall deem necessary from time to time and such persons shall have such authority and shall perform such duties as shall be prescribed by the Board of Directors at the time of such appointment. The Board of Directors may, from time to time vary, add to or limit the powers and duties of any officer, subject to these By-laws.

(c) All general policies and long range objectives of the Association shall be established by the Board of Directors which shall consist of the numbers hereinafter provided, and such Board of Directors shall exercise such authority, which has not, by these By-laws and/or by statute, been expressly reserved to the general membership of the Association.

7.2 NUMBER OF DIRECTORS
The number of Directors shall be fixed at five (5) persons.

7.3 ELECTION OF DIRECTORS

(a) There shall be an annual election of Directors of the Association and such elections shall be administered by the Elections Committee.

(b) Each Director shall serve in such office for a term of two (2) years, with the exception that at the first election of Directors, one Directorship from each electoral region shall be designated and so elected for a term of one year in order to provide for annual vacancies on the Board of Directors.

(c) Directors shall hold office from the first day of the year for which they were elected and shall continue to hold office until such time as their successors are elected and assume office; provided however, that a Director shall hold office only so long as he or she continues to act in the best interests of the Association and its members.

(d) Directors may hold office for a maximum of four (4) consecutive two (2) year terms.

7.4 REGIONAL REPRESENTATION
Representation on the Board of Directors shall be based on electoral regions, the west region consisting of those provinces and territories west of Ontario and the east region consisting of those provinces east of Manitoba.

(a) In the first election, two (2) Directors shall be elected from the east region and three (3) Directors shall be elected from the west region.

(b) At the end of each two (2) year term, the combination of Directors shall alternate so that, where in the preceding term two (2) Directors were elected from the east region and three (3) Directors were elected from the west region, for the following term, three (3) Directors shall hold office from the east region and two (2) Directors shall hold office from the west region.

(c) The members within an electoral region, may only nominate and elect Directors for that region.

7.5 RESIGNATIONS
Directors may resign from office by giving to the Board of Directors one (1) month's notice of his or her intention to do so, in writing, and such resignation shall take effect upon the expiration of such notice.

7.6 REMOVAL FROM OFFICE

(a) Any Director who is disciplined and subsequently denied privileges of membership of the Association, shall resign the office of Director forthwith. Failure to provide such resignation, shall result in the Board of Directors declaring the office vacant by majority vote.

(b) Except as otherwise provided by law, at a meeting of members called expressly for that purpose, any Director may be removed, with or without cause, by a vote of members constituting a majority of the members entitled to vote at an election of directors.

7.7 VACANCIES
Should vacancies occur in the office of Director, however caused, the Board of Directors by majority vote, may, by appointment, fill the vacancy with a member of the Association in good standing who is eligible to hold office, provided any such successor is a resident of the electoral zone which his or her predecessor was elected to represent. Should any Director take up residence in any electoral zone other than that for which he or she was elected to represent, the Board of Directors shall declare vacant the office held by such Director and may, subject to the provisions of this Section, appoint a member from that zone who is entitled to hold office, to fill the vacancy.

7.8 NOMINATIONS
Any member entitled to vote according to Section 6.8 herein, may nominate or second the nomination for one Director.

7.9 NOTICE OF ELECTIONS
On or before the 1st day of September, the Elections Committee shall give notice of election by prepaid mail to each member or by publication in the publication of the Association.

7.10 NOMINATION FORM
On or before October 1st in each year of election, the Elections Committee shall forward, by prepaid mail, a nomination form to members entitled to vote and who have requested same, in such form as may be approved by the Board of Directors.

7.11 FILING OF NOMINATION FORMS
Completed nomination forms must be received by the Elections Committee no later than 5:00 pm local time at the place designated by the Elections Committee on the 1st day of November in the election year after which nominations shall be declared closed. If the 1st day of November should fall on a non-business day, the nomination form must be received by 5:00 pm local time at the place designated by the Elections Committee on the following business day. All nomination forms received thereafter shall not be considered. All nomination forms must be signed by two members residing in the Election Region for which Election is sought and eligible to vote in the forthcoming election. Each nomination form shall be accompanied by the written acceptance of such nomination by each nominee. Nomination forms and written acceptances of such nomination received by facsimile shall be accepted provided the originally signed copies of same are delivered by prepaid courier delivery within one (1) week of the close of nominations.

7.12 INSUFFICIENT NOMINATIONS
Despite Section 9.11 if an insufficient number of nominations are received for either region, the Elections Committee in its sole discretion, may extend the time for the receipt of nominations, and the dates with respect to mailing of ballots as per Section 9.14 and the return of ballots as per Section 9.15 shall be extended accordingly, but in no case shall such dates be extended beyond December 31 of the election year.

7.13 LIST OF ELIGIBLE VOTERS
On or before the 15th day of October of the election year, the President shall provide to the Elections Committee, a certified list of members entitled to vote in the upcoming election.

7.14 BALLOTS
The Elections Committee shall prepare a ballot for each member entitled to vote which shall be marked for identification by the Elections Committee and mailed to each member entitled to vote on or before the 20th day of November of the election year. If, for whatever reason, the ballots are not mailed on or before the 20th day of November of the election year, the ballots shall be sent as soon as possible thereafter and the failure to supply a ballot or the non-receipt of such ballot within the prescribed time shall not invalidate any election held in the manner herein provided.

7.15 RETURN OF BALLOTS
Ballots must be returned to the Elections Committee no later than 5:00 pm local time at the place designated by the Elections Committee on the 15th day of December of the election year. If the 15th of December of that year shall fall on a non-business day, the ballot form must be received by 5:00 pm local time at the place designated by the Elections Committee on the day following such non-business day and provided further that the date for receiving ballots shall be extended one day for each day's delay starting from November 20th in the mailing of ballots by the Elections Committee.

7.16 ELECTION RESULTS
Following the close of ballots as set out in Section 9.15, the Elections Committee shall proceed to open the return ballots and count the votes. Upon determining the results and as soon thereafter as possible, the Elections Committee shall provide the President with a report of the elections results.

7.17 ANNOUNCEMENT OF RESULTS
Upon receipt of the report of the Elections Committee, the President shall send a copy of the report to each candidate for office and cause publication of such results in the official publication of the Association.

7.18 INDEMNIFICATION OF DIRECTORS AND OFFICERS
Every Director or Officer of the Association, his or her heirs, executors and administrators and estate, respectively, shall from to time and at all times, be indemnified and save harmless, subject to the provisions of all applicable statutes, out of the funds of the Association from and against any liability and all costs, charges and expenses that he or she sustains or incurs in respect of any action, suit or proceeding that is proposed or commenced against him or her for or in respect of the proper execution of the duties of his or her office. For this purpose, the term Officer shall be deemed to include the members of the Elections Committee and members of the Association Staff.

7.19 SPECIAL COMMITTEES

(a) The Board of Directors may appoint from their number or from the members of the Association to special committees, but must in all cases name one Director to be a member of the special committee who shall be the presiding officer.

(b) The action of any special committee is subject to the approval of the Board of Directors.

7.20 ELECTIONS COMMITTEE
The Elections Committee shall consist of those individuals appointed by the Board of Directors for that purpose.

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