Article 5 – Directors

5.1

Affairs Conducted by the Board: The affairs of FMRAC shall be conducted by the Board. Directors shall be elected in accordance with the provisions in Article 6.3 herein.

5.2

Composition of Board: The Board shall be comprised of the fixed number of Directors as determined from time to time by the Members by Ordinary Resolution.

5.3

Election of Directors

5.3.1

The Directors of FMRAC shall be elected by the Members at an annual Meeting of the Members. A Director, if otherwise qualified, is eligible for election for consecutive terms.

5.3.2

The Governance Committee shall develop a slate of candidates for consideration for election to the Board by the Members at an annual meeting of the Members. Such slate shall be included in the Notice of the Meeting of the Members to be sent to the Members pursuant to Article 4.8. In developing a slate of Directors for consideration by the Members, at the annual Meeting of the Members, or at a Special Meeting of the Members if need be, the Governance Committee shall develop a slate of Directors based on guidelines which shall take into consideration the following:

5.3.2.1	One of the proposed candidates shall be the Registrar of the College of Physicians and Surgeons of British Columbia;
5.3.2.2	One of the proposed candidates shall be the Registrar of the College of Physicians and Surgeons of Alberta;
5.3.2.3	One of the proposed candidates shall be the Registrar of the College of Physicians and Surgeons of Saskatchewan;
5.3.2.4	One of the proposed candidates shall be the Registrar of the College of Physicians and Surgeons of Manitoba;
5.3.2.5	One of the proposed candidates shall be the Registrar of the College of Physicians and Surgeons of Ontario;
5.3.2.6	One of the proposed candidates shall be the Registrar of the Collège des médecins du Québec;
5.3.2.7	One of the proposed candidates shall be the Registrar of the College of Physicians and Surgeons of New Brunswick;
5.3.2.8	One of the proposed candidates shall be the Registrar of the College of Physicians and Surgeons of Prince Edward Island;
5.3.2.9	One of the proposed candidates shall be the Registrar of the College of Physicians and Surgeons of Nova Scotia;
5.3.2.10	One of the proposed candidates shall be the Registrar of College of Physicians and Surgeons of Newfoundland and Labrador;
5.3.2.11	One of the proposed candidates shall be the Registrar of the Yukon Medical Regulatory Authority;
5.3.2.12	One of the proposed candidates shall be the Registrar of the Northwest Territories Medical Regulatory Authority;
5.3.2.13	One of the proposed candidates shall be the Registrar of the Nunavut Medical Regulatory Authority.

5.4

Should the Governance Committee not be successful in identifying one or more candidates in accord with this Article then so long as there is an overall quorum for Directors such position shall be left vacant until the next Board meeting or the next annual Meeting of the Members.

5.5

Nominations from the Floor are prohibited.

5.6

Functions and Duties of the Board

5.6.1

The Board shall govern, determine, control and administer the affairs of FMRAC and without limiting the generality of the foregoing may:

5.6.1.2	Authorize committees of the Board from time to time to exercise and carry out any of the powers conferred by this By-law.
5.6.1.3	Establish membership fees.
5.6.1.4	Expend such monies as it considers necessary to conduct the affairs of FMRAC.
5.6.1.5	Make By-laws, resolutions and rules for the exercise and carrying out of powers

5.7

The Board has the powers, rights, and privileges conferred upon and vested in corporations by the Act and without limitation it may do the following things for the purposes of FMRAC:

5.7.1	Govern the affairs of FMRAC.
5.7.2	Establish and support the development of funds, trusts, and conveniences calculated to serve the Members, and to benefit employees or ex-employees of FMRAC or the dependants or relatives of such persons, and grant pensions and allowances, and make payments toward insurance or pensions for such persons.
5.7.3	Print, publish, sell or distribute reports of FMRAC, its Members or such other information or material as the Board may determine.
5.7.4	Purchase, acquire, take, hold, possess land, tenements or personal property and sell, mortgage, lease or dispose of same.
5.7.5	Collect and accept money to be used to further the mission, activities and priorities of FMRAC.
5.7.6	Establish policies to invest money in stocks, bonds, or debentures.
5.7.7	Establish membership fees.
5.7.8	Approve an annual budget and authorize the expenditure of such monies as it considers necessary to conduct the affairs of FMRAC.
5.7.9	Lease or purchase real property; enter into contracts and leases, including contracts of employment and personal service contracts.
5.7.10	Purchase insurance to indemnify individuals who serve at the request of FMRAC on Boards and Committees or assume specific tasks on behalf of FMRAC.

5.8

Election and Term of Office: Directors shall be elected to hold office for a term of four (4) years. Directors are eligible for re-election.

5.9

Vacancy on the Board: In the event of a vacancy due to resignation or inability to serve, so long as there is a quorum in place at the time, the Board may name a replacement Director to complete the unexpired portion of the term of the Director in question. Such a replacement Director shall wherever possible be the Deputy Registrar (or equivalent) from the same medical regulatory authority as the Director who has resigned or is no longer able to serve.

5.10

Director Ineligibility: A Director shall no longer be eligible to hold office in the following circumstances:

5.10.1	If a Director dies.
5.10.2	If a Director resigns, by delivering a written resignation to the President and/or Executive Director of FMRAC.