Board of Directors and Officers 12. (1) The affairs of the company shall be managed by a Board of Directors consisting of seven members. (2) Where, at any time, all of the outstanding common shares of the company are held by Her Majesty in right of Canada or by Her Majesty in right of Canada and corporations declared by statute to be agents of Her Majesty in right of Canada, the Board of Directors shall be appointed by the Governor in Council to hold office during pleasure or until directors are elected or appointed in their stead under subsection (3) and, in the case of appointment of the Board under this subsection, at least two members of the Board shall be appointed from among the members of the public service of Canada. (3) Where subsection (2) does not apply to authorize the Governor in Council to appoint the Board of Directors, such number of directors as are, pursuant to a by-law made under subsection (4), to be elected shall be elected annually and the remaining directors, at least two of whom shall be members of the public service of Canada, shall be appointed by the Governor in Council to hold office during pleasure. (4) Prior to the issue of common shares of the company to approved telecommunications common carriers or persons who fulfil the statutory conditions, the Board of Directors, by by-law made with the approval of the Governor in Council, (a) may increase the number of directors fixed by subsection (1); (b) may provide that, for the purpose of election of directors only, each shareholder entitled to vote at any such election shall have the right (i) to vote, in person or by proxy, the number of common shares owned by the shareholder for as many candidates as there are directors to be elected by persons who fulfil the statutory conditions, if the shareholder is such a person, or by the approved telecommunications common carriers, or (ii) to cumulate the votes of the shareholder by giving one candidate as many votes as the number of those directors multiplied by the number of the shareholder's shares, or by distributing those votes on the same principle among any number of candidates; and (c) shall fix the number of directors (i) to be elected annually by the holders of common shares of the company who are persons who fulfil the statutory conditions, (ii) to be elected annually by the holders of common shares of the company who are approved telecommunications common carriers, and (iii) to be appointed by the Governor in Council. (5) The Board of Directors may, from time to time, with the approval of the Governor in Council, amend, revise or repeal any by-law made under subsection (4). R.S., c. T-4, s. 12.