4. For the purposes of carrying out its objects, the Association has the capacity and the powers of a natural person.
- The affairs of the Association shall be managed by the Council.
- The Council shall consist of not fewer than seven or more than twelve members of the Association, as the Council may from time to time determine, elected from the membership of the Association.
- The Association may by by-law provide for the appointment to the Council of up to three persons who are not members of the Association.
- The manner of electing the members of Council, the notification to the electors of the time and place of holding elections, the nomination of candidates, the presiding officers at elections, the taking and counting of votes, the giving of a casting vote in the case of an equality of votes, the tenure of office of members of the Council and other necessary details shall be as set out in the by-laws.
- At any meeting of Council, a majority of the members of the Council constitutes a quorum.
- The Council shall elect, (a) from among its members a president and a vice-president; and (b) a secretary-treasurer or a secretary and a treasurer who need not be a member of the Council.
- In the case of death, resignation or incapacity of any member of Council, the office shall be declared vacant by the Council and the Council shall fill the vacancy in such manner as may be prescribed by the by-laws of the Association for the balance of the term and for the purpose of this subsection, absence from three consecutive meetings of the Council may be treated by the Council as incapacity.
- The Council shall appoint a registrar, who need not be a member of the Council, and the registrar shall perform the functions assigned to him or her by this Act and such other duties as may be assigned by the Council.
6. At any general or special meeting, members of the Association may be represented and vote by proxy, but,
- no proxy shall be exercised by a person who is not a member of the Association; and
- the proxy shall be exercised in accordance with the by-laws on voting and proxies.