MEMBERSHIP AND BYLAWS OF THE OVERSIGHT BODY SOCIETY. (a) The bylaws of the Oversight Body society referred to in section 10.1(b) must address the following matters:
(i) corporate objects consistent with this Agreement;
(ii) subject to section 10.2(a)(iv), that only the Parties to this Agreement are eligible for membership in the Oversight Body society;
(iii) limitations on withdrawal of members from membership in the Oversight Body society that are consistent with section 10.2(b);
(iv) that at Canada’s option, instead of joining the Oversight Body society as a member, Canada may identify another person to become a member of the society on Canada’s behalf;
(v) a process for appointment as a director of the Oversight Body society that is consistent with section 10.3;
(vi) limitations on the removal of a director by the member that appointed that director;
(vii) that the directors of the Oversight Body society shall act in the best interests of the society in accordance with its objects, and not as a representative of the member that appointed them;
(viii) the establishment of corporate offices and a process for selection of officers;
(ix) remuneration of directors;
(x) conflicts of interest for directors of the Oversight Body society;
(xi) the effect of vacancies on the conduct of the business of the Oversight Body society;
(xii) a process for changes to the bylaws; and
(xiii) financial records, accounting methods and annual audit requirements.
(b) A Party shall not cease to be a member of the Oversight Body society, except in accordance with the following:
(i) subject to section 10.2(b)(ii), a Party may only cease to be a member of the Oversight Body with the written consent of the other members of the Oversight Body society;
(ii) only one of the GNWT and Canada (or if applicable a person acting on behalf of Canada in accordance with section 10.2(a)(iv)) is required to be a member of the Oversight Body society at any given time; and
(iii) if the GNWT is not a member of the Oversight Body society and if Canada has identified another person to become a member of the Oversight Body society on Canada’s behalf, and if that person ceases to be a member, then Canada shall either identify a person to become a member of the society without unreasonable delay or become a member of the society without unreasonable delay. If the director position to which Canada is entitled to appoint a director is then vacant, Canada or the person acting on Canada’s behalf shall appoint a director without unreasonable delay.
