Board Orientation Manual 2024

5.5 The Chair of the Board shall chair all meetings of the Directors. If the Chair is not present at a meeting of the Directors, a committee chair will be asked to chair the meeting. If the Chair or designated chair is not present at the time appointed for the meeting, the Directors present shall choose a Director to chair that meeting. 5.6 The Directors may delegate any, but not all, of their powers to committees consisting of such Directors and/or other respective groups as they think fit. Representatives of other groups asked to join a committee will be deemed either a voting or non-voting member of the committee, except for representatives of the Ministry Responsible for Sport, who shall be a non-voting member of any committee they participate in. The voting privileges of committee members will be set out in Terms of the Reference for the committee. 5.7 A committee shall conform to any rules that may from time to time be imposed on it by the Directors and within the Terms of Reference established by the Directors. The committee shall report all activity and decisions to the Directors at the earliest possible opportunity. 5.8 Committees may meet and adjourn as they think proper. 5.9 The chair of a committee will be set out in the Terms of Reference. If the chair or designated chair is not present at the time appointed for the meeting, the committee members present shall choose a committee member to chair that meeting. 5.10 Questions arising at any Directors’ Meeting or committee meeting shall be decided by a majority of votes of those present at the meeting. Any differing instructions for voting at committee meetings will be outlined in the Terms of Reference for the committee. 5.11 Every voting member of the Board of Directors in good standing, including the Chair of the Board or the chair of the meeting, present at a Directors’ Meeting is entitled to move or propose a resolution. 5.12 Each voting member of a committee, including the chair of the committee or the chair of the meeting, present at the committee meeting is entitled to move or propose a resolution. 5.13 Each voting member of the Board of Directors or a committee shall have one (1) vote, including the Chair of the Board and the chair of the committee. 5.14 In case of an equality of votes, the chair of the meeting shall not have the casting or second vote in addition to the vote to which the chair may be entitled as a member and the proposed resolution shall not pass. 5.15 A resolution in writing which is signed or agreed to, via email or other electronic means, by a majority of the Directors or members of a committee and placed with the minutes of the Directors or the committee, is as valid and effective as if passed at a meeting of Directors or a committee. Part 6 - Remuneration of Directors 6.1 No Director shall be remunerated for being or acting as a Director, but Directors shall be reimbursed for all expenses necessarily and reasonably incurred while engaged in the affairs of the Society based on the reimbursement policy. 6.2 No current Director may be a contractor or full-time employee of the Society. Part 7 - President and Chief Executive Officer 7.1 The Directors shall appoint a person as the President and Chief Executive Officer of the Society to carry out the functions and duties that the Directors specify. 7.2 The Directors shall define the terms and conditions of the appointment of the President and Chief Executive Officer and determine the remuneration for the President and Chief Executive Officer, in accordance with the Public Sector Employers' Council (PSEC) Secretariat.

BC Games Society Bylaws Updated: February 2023

Page 5