Articles 3, 4, 5 and 6 of the Society’s By-Laws specify the composition of the Board, the process of nomination and election to the Board, the Board’s powers, requirements around Board meetings (including the appointment of Observers), and the requisite qualifications of Directors. In general, the Board’s roles include establishing the strategic direction of and general policies for the Society, ensuring that the Society meets it obligations as a scientific and professional society, and ensuring that all of the Society’s business is conducted in a transparent legal, ethical, and financially responsible manner. The Board may delegate authority to individual Directors, officers, employees, or members of its sub-committees, but it remains responsible to and accountable for the Society and its activities.
Board members are actively involved in helping the Board fulfill its above roles in a manner that reflects a spirit of collective decision-making, shared objectives and shared ownership of Board decisions. In doing so, they must remain informed of the articles and policies governing the Society, as well as its mission, values, charitable activities, and general operating procedures. All incoming Board members receive comprehensive orientation packages which include copies of the Society’s constitution, by-laws, corporate strategy, business plan, and Board operating policies and procedures. Board members, acting in the best interests of the Society at all times, are required to disclose any potential, real or perceived conflict of interest as soon as the issue arises to the President, who will, in turn, ensure that the matter is discussed and resolved by the Board during the next consecutive Board meeting. Board members are considered to be in a “conflict of interest” whenever they or members of their family, business partners, or close personal associates may benefit directly or indirectly, financially or otherwise, from their position on the Board. Should a dispute of any nature involving Board members arise, it shall be reviewed by the Executive Committee, who will formulate recommendations regarding its resolution for subsequent approval by the Board. Lastly, Board members are responsible for practicing appropriate risk management over the Society, which includes ensuring that by-laws are current, adequate insurance protection from potential liabilities is in place, sufficient resources are available to carry out the Board’s directives, and Board policies are followed.
The By-Laws specify two sub-committees, the Executive Committee (Article 7.1) and the Nominating Committee (Article 3.7). They also make provision for a Secretariat (Article 12.1). In addition, the Board is authorized to appoint other sub-committees as deemed necessary, and has created 6 such committees (Nominating, Finance and Audit, Annual Meeting, Scientific and Professional Programs, Membership, Communications and Policy Forum Committees).