Board and Administration - KidsAbility

4.7 Directors’ Term of Office
A Director, if otherwise qualified, is eligible for three consecutive full three-year terms or any
combination of consecutive terms and part terms equalling a maximum of nine years, and
thereafter is not eligible for re-election until a minimum period of eleven months has elapsed
from the date of retirement of such Director, except that the term of the Chair and Vice-Chair
shall be extended if necessary and desirable for such period not exceeding three years as will
permit progression through the successive terms of office. In order to comply with the Ontario
Corporations Act, the entire Board of Directors shall be elected annually.
4.8 Validity of Acts of Directors
The acts of a Director are valid even if a defect in the Director’s appointment or qualification is
discovered afterwards.
4.9 Quorum
The powers of the Directors may be exercised by resolution passed at a meeting of the Board at
which a quorum is present. The presence of a majority of the number of Directors in office, from
time to time, shall be necessary to constitute a quorum for the transaction of business at meetings
of the Board. No business shall be transacted at any meeting of the Board unless a quorum is
present at the commencement of and throughout the meeting. Where there is a vacancy on the
Board, the remaining Directors may exercise all the powers of the Board so long as no less than
two Directors are present at the meeting.
4.10 Filling Vacancies on the Board of Directors
(a) When there is a Quorum of Directors in Office
Subject to the rights of the Members as set out in Section 4.13, if there is a
quorum of Directors in office, those Directors remaining may fill any vacancy
on the Board by passing a resolution appointing a new Director.
(b) When there is not a Quorum of Directors in Office
If there is not a quorum of Directors in office the remaining Directors in office
shall forthwith call a Special General Meeting of the Members to fill the
vacancies on the Board.
BY-LAW NO. 1 (2011) KIDSABILITY CENTRE FOR CHILD DEVELOPMENT FOUNDATION
6