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ARTICLE VI – BOARD OF DIRECTORS SECTION 6.1 Current bylaw:

The Board of Directors, Executive Committee or Board shall consist of seven (7) directors (referred to in these Bylaws from time to time as Executive Committee), one of these directors shall be the Past President for a one (1) year term who is appoint- ed to the position by virtue of completing a term as President, and the remaining six (6) directors shall be elected by ordinary resolution at the annual general meeting of the Association.

Proposed revision:

The Board of Directors, Executive Committee or Board shall consist of ten (10) directors (referred to in these Bylaws from time to time as Executive Committee), one of these directors shall be the Past President for a one (1) year term who is appointed to the position by virtue of completing a term as President, one of these directors shall be the National Director for a three (3) year term who is appointed to the position by the Executive Committee, two (2) of these directors shall be Directors at Large for a two (2) year term, appointed to the positions by the Executive Committee and the remaining six (6) directors shall be elected by ordinary resolution at the annual general meeting of the Association.

Rationale: To allow for an additional board member and to override the standard two year board term and allow the National Director to serve a three year term as required by NAIOP Corporate. To allow for the appointment of two senior-level industry professionals without requiring that they serve in a committee capacity prior to joining the Board.

ARTICLE XVII - AUDIT SECTION 17.1 Current bylaw:

The books and accounting records of the Society will be audited once a year. The year-end shall be December 31 of each year so the audit will start six weeks prior to the year-end. The accounting firm of Deloitte Touche LLP shall be named as the initial auditor.

Proposed revision: The books and accounting records of the Society will be audited once a year. The year-end shall be December 31 of each year. Rationale: The revision is proposed to update the bylaws to reflect current practices.

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