Page 10 - Directors manual final

ARTICLE 4 Con’t..
(k) Officers of the Society shall not be liable for any action taken by or omitted by them

in good faith for the acts of any agent , employee or attorney selected by the Members
with reasonable care or for any acts or omissions by any other Officer.

(l) A Director may be removed from the office by a Special Resolution of the Members
passed at a meeting called for that purpose and the notice of the Special Resolution
for expulsion shall be accompanied by a brief statement or the reason or reasons for

the proposed expulsion.

(m) At a meeting mentioned in Bylaw 4 (l) , the Director shall have the right to speak
on his own behalf before the Special Resolution is put to a vote.

(n) The Directors shall serve without renumeration, and the Directors shall not receive
directly or indirectly any profits from their positions as Directors but may be paid ex-

penses incurred by them in the performance of their duties. This is an unalterable
clause of the Constitution if the Society.

(o) An Officer or Director shall be required to immediately inform the Board in writing
of any conflict or potential conflict which might exist in respect to their personal or

business affairs and the interests of the Society.
(p) The Directors may not be remunerated in any capacity, however Directors may be

reimbursed for necessary or reasonable expenses incurred while acting on behalf of
the Society. The Society will not alter or delete this Bylaw 4(p) without first obtaining
the written consent of the British Columbia Housing Management Commission. To the

extent there is any conflict between Bylaw 4(n) and this Bylaw 4(p), there must be
compliance with both Bylaws 4(n) and 4(p).

(q) A resolution consented to in writing, whether by document, email, or any method of
transmitting legibly recorded messages or other means, by all of the Directors, shall
be as valid and effectual as if it had been passed at a meeting called and held. Such

resolution may be in two or more counterparts which together shall be deemed to con-
stitute one resolution in writing. Such resolution shall be filed with the minutes of the
proceedings of the Directors, and shall be effective on the date stated theron or on the
latest date stated on any counterpart.

ARTICLE 5—MEETINGS AND PROCEEDINGS OF THE DIRECTORS

(a) Meetings of the Board may be called by the President or by any two (2) other Di-
rectors. Reasonable notice of each meeting specifying the place, the day and the hour
of such meeting must be give to each Director. It is not necessary to give notice of a

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