44. Votes to Govern at Meetings of the Board of Directors

In case of an equality of votes either on a show of hands or on a ballot or on the results of electronic voting, if the chair of the meeting did not initially vote when the question was called, the chair of the meeting may call a second vote on the question and may exercise their vote during that second vote. For further certainty, in no case will the chair be permitted to exercise two (2) votes and the chair may only call a second vote if they have chosen, in their discretion, not to exercise their vote when the question was initially called. In addition, nothing in this By-law requires the chair of a meeting to call a second vote in the event of an equality of votes. 44.1. Consensus Decision-Making. Unless otherwise required by the Act or the Articles, questions arising at any meeting of the Board shall be decided by a consensus of the Directors present at the meeting. A consensus will be considered to have been reached when no Director objects to the question on the floor of the meeting. Should the Chair determine, after a reasonable effort to achieve consensus has been made, that a consensus will not be reached regarding a particular question then the Chair shall refer the question to be decided by a majority of the votes cast on the question. In that event, each Director may exercise one (1) vote.