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2015-03: Bylaw Clarification (Ensuring non-Officer Directors)

Whereas AEBC is a "soliciting corporation" as that term is defined by the Canada Not-for-Profit Corporations Act ("CNCA");

And whereas Article 27.1 of the bylaws states, as required by section 125 of the CNCA, that the board shall consist of at least three directors, "at least two of whom are not officers or employees of the Corporation or its affiliates";

And whereas Article 29.1 of the bylaws presently grants officer status to all members of the board, including (per Article 29.1(f)) "directors without portfolio";

And whereas Article 29.1 is inconsistent with the requirements of Article 27.1 and section 125 of the CNCA, in that it grants officer status to all members of the board, including "directors without portfolio";

And whereas AEBC deems Affiliates, Divisions, and Chapters (as those terms are used in its bylaws) as being analogous to "affiliates" as that term is used in the CNCA, thereby precluding officers of the executive of Affiliates, Divisions, and Chapters from serving simultaneously as directors (without an identified office) on the national board;

Therefore be it resolved that:

(a) Article 29.1(f) be struck from the bylaws;

(b) The words "and one Director Without Portfolio" be substituted with the words "and one additional director" in Articles 28.3 and 28.4 of the bylaws;

(c) The words "the directors without portfolio" be substituted with the word "directors" in Article 29.9 of the bylaws;

(d) Article 27.2(f) be added as follows: "f) not be an officer of an Affiliate, Division, or Chapter, unless they also hold an officer position on the national board (as those are defined in Article 29.1 of these bylaws)"; and,

(e) Article 32.1(g) be added as follows: "g) a director (who does not hold an office on the national board, as defined in Article 29.1 of these bylaws) becomes, through election or otherwise, an officer of an Affiliate, Division, or Chapter".