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Bylaws
BY - LAW NO. 1
A By-law relating generally to the conduct of the business and affairs of
FANDOMFORGE COLLECTIVE
BE IT ENACTED as a By-law of the FANDOMFORGE COLLECTIVE as follows:
ARTICLE 1
INRERPRETATION
1.1 In this By-Law, including this clause, unless the context or subject matter requires a different meaning:
(a) “Act” means the Ontario Not-for-Profit Corporations Act, 2010;
(b) “Association” means the “FANDOMFORGE COLLECTIVE”;
(c) “Board” means the Board of Directors of the Association;
(d) “By-Law” means this By-Law and all other By-Laws of the Association from time to time in force and effect;
(e) “Director” means a member of the Board of Directors;
(f) “Officer” means the President, Secretary and Treasurer, each of whom shall be a Director and who shall be elected by the Voting Members pursuant to this By-law and such other officers as may be appointed by the Board to fulfil those functions set out in this By-law or as are prescribed by the Board;
(g) “Special Resolution” means a resolution passed by not less than two thirds (2/3) of such Members entitled to vote as are present in person at a General Meeting of which notice specifying the intention to propose the resolution as a special resolution has been duly given;
(h) “Extraordinary Resolution” means a resolution or motion of the Board that is adopted by a eighty percent majority of members present at a meeting of members of which notice specifying the intention to pass such resolution has been given;
1.2 Words importing the singular number include the plural and vice versa and words importing persons include firms and corporations and vice versa;
1.3 The headings used throughout this By-Law are inserted for reference purposes only and are not to be considered or taken into account in construing the terms or provisions of this By-Law nor to be deemed in any way to qualify, modify or explain the effect of any such terms or provisions.
ARTICLE 2
OBJECTS OF THE ASSOCIATION
2.1 The objects of the Association shall be:
(a) To organize, promote, and execute accessible, low-cost pop culture conventions, fan events, and related programming for individuals of all ages across Southwestern Ontario, with a focus on engaging with, promoting, and developing local businesses and creative talent.
2.2 The Association shall be carried on without the purpose of financial gain for its Members and any profits or other accretions to the Association shall be used in promoting its objects.
ARTICLE 3
HEAD OFFICE
3.1 The Head Office of the Association shall be at 210 Highland Crescent, Kitchener, Ontario, N2M 5H9.
ARTICLE 4
MEMBERSHIP
4.1 There shall be the following classes of Membership in the Association:
(a) Voting Members
The following shall be Voting Members of the Association:
(i) Directors of the Association.
(ii) Individuals who have demonstrated consistent involvement in Association activities and have been recommended by an existing Voting Member or Director and have applied for and been accepted as a Voting Member of the Association by resolution of the Board or in such other manner as may be determined by the Board.
Voting Members may participate in Association activities, and shall be entitled to notice of and to vote at all meetings of the Members of the Association
(b) General Members:
The following shall be General Members of the Association:
(i) Individuals who are interested in supporting the Association’s mission.
(ii) Such other persons as the Boad may admit as General Members.
General Members can participate in Association activities, attend Members meetings, and volunteer in community events. General Members do not have voting rights.
4.2 Right to Vote: Subject to section 5.5 hereof, Voting Members shall be entitled to one vote on each question arising at any Special, Annual or General meeting of the Association.
4.3 Termination of Membership: A Member may resign by resignation in writing.
A Member's membership shall automatically terminate in the event the Member is no longer qualified or eligible to be a Member in accordance with these By-laws.
4.4 Membership in the Association shall be non-transferable.
4.5 Membership Fee: Membership fees or dues payable by Voting Members as a condition of membership as a Voting Member may be determined from time to time by the Board of Directors. Any such membership fees or dues shall be paid within 30 days of the Voting Member being notified of the fees or dues payable.
4.6 Discipline of Members: The board shall have authority to suspend or expel any member from the Association for any one or more of the following grounds:
(a) violating any provision of the articles, by-laws, or written policies of the Association;
(b) carrying out any conduct which may be detrimental to the Association as determined by the board in its sole discretion;
(c) for any other reason that the board in its sole and absolute discretion considers to be reasonable, having regard to the purpose of the Association.
In the event that the board determines that a member should be expelled or suspended from membership in the Association, the president, or such other officer as may be designated by the board, shall provide twenty (20) days’ notice of suspension or expulsion to the member and shall provide reasons for the proposed suspension or expulsion. The member may make written submissions to the president, or such other officer as may be designated by the board, in response to the notice received within such twenty (20) day period. In the event that no written submissions are received by the president, the president, or such other officer as may be designated by the board, may proceed to notify the member that the member is suspended or expelled from membership in the Association. If written submissions are received in accordance with this section, the board will consider such submissions in arriving at a final decision and shall notify the member concerning such final decision within a further twenty (20) days from the date of receipt of the submissions. The board's decision shall be final and binding on the member, without any further right of appeal.
ARTICLE 5
MEMBERS' MEETINGS
5.1 Annual Meeting: The Association shall hold its annual meetings of its Members not later than 15 months after the holding of its last preceding annual meeting, at such time and place as determined by resolution of the Board.
The business of the Annual Meeting shall be:
(a) to receive and consider the minutes of the previous Annual Meeting and any previous Special Meetings and business arising there from;
(b) to receive the annual report, financial statements, and Treasurer’s Report;
(c) to receive the proposed budget for the upcoming fiscal year;
(d) to appoint the Auditors, if required;
(e) to deal with any other matter specified in the notice of the Meeting.
5.2 General Meetings: The Board may at any time call a general meeting of Members for the transaction of any business, the general nature of which is specified in the notice calling the meeting. The Board shall call a general meeting of the Members when requisitioned to do so in accordance with the Act.
5.3 Notice: Notice of every annual, or general meeting of the Voting Members of the Association shall be given to those entitled to notice no less than 10 days and no more than 50 days before the meeting by prepaid mail or personal delivery or by electronic means in accordance with the Electronic Commerce Act, 2000. If participation in the meeting electronically is permitted, the notice shall include instructions for participating electronically.
5.4 Quorum: At any annual or other meeting of the Members of the Association, three (3) Board Members must be present in person, of which two (2) shall be Officers to form a quorum.
5.5 Attendance at Meetings and Voting:
(a) Only Voting Members of the Association are entitled at meetings of the Members of the Association to vote.
(b) Subject to the Act and this By-law, every motion submitted at a Members’ meeting, shall be decided by a majority of votes. In the case of an equality of votes at any general meeting of the Association, the motion shall be defeated.
(c) A declaration by the Chair of the Meeting that a resolution has been carried or lost, shall be conclusive evidence of the fact.
(d) Every motion shall be decided by a show of hands, unless a poll is demanded. If a poll is demanded, such poll shall be taken in such manner as the Chair of the Meeting directs.
(e) Subject to subsection (h) hereof, at any meeting of Members a proxy-holder duly and sufficiently appointed by a Voting Member shall be entitled to exercise, subject to any restrictions expressed in the instrument appointing such person, the same voting rights that the Voting Member appointing the proxy-holder would be entitled to exercise if present at the meeting. A proxy-holder need not be a member. An instrument appointing a proxy shall be in writing and shall be deposited with the Secretary of the Association prior to the commencement of the Meeting at which the proxy is to be exercised.
(f) A Voting Member may participate in a members’ meeting by telephonic or electronic means that permits all participants to communicate adequately with each other during the meeting if the Association makes such means available. A person so participating in a meeting is deemed for the purposes of this Act to be present at the meeting.
(g) The directors may determine that a meeting be held entirely by telephonic or electronic means that permits all participants to communicate adequately with each other during the meeting means or by any combination of in-person attendance and by one or more telephonic or electronic means.
(h) In addition to voting in person or by proxy, if a vote is to be taken by secret ballot, a Voting Member may vote by mail or by telephonic or electronic means if the Association has a system that enables the votes to be gathered in a manner that permits their subsequent verification and permits the tallied votes to be presented to the Association without it being possible for the Association to identify how each member voted. The Directors may direct that such electronic voting shall be in place of voting by proxy, and the that voting by proxy not be permitted at a meeting of the members, so long as provided for in the notice of the meeting.
ARTICLE 6
DIRECTORS
6.1 The affairs of the Association shall be managed by the Board of Directors of no less than three (3) and no more than fifteen (15) directors, who, in addition to all the powers and authority which are by this By-Law expressly conferred upon them, may exercise all such powers and do all such acts and things as may be exercised or done by Directors under the Act. Until otherwise changed in accordance with the Act, there shall be three (3) directors.
6.2 Qualifications of Directors:
(a) A Director shall be eighteen (18) or more years of age and be a resident of the Province of Ontario.
(b) No undischarged bankrupt shall be a Director.
(c) No employee or paid contractor with the Association is eligible to be a director.
(d) To be eligible to be elected or appointed as a director a person must have first provided written consent to being a director.
6.3 Nomination:
(a) The Board shall annually appoint a Nomination Committee all of whom need not be directors.
(b) No less than 30 days prior to each annual general meeting of the Members, the Nomination Committee shall compile a list of qualified nominees for the elected positions available on the Board, having regard to the provisions of this By-law and the Terms of Reference of the Nomination Committee, as set by the Board from time to time. The list of such nominees shall be submitted to the Members together with the notice of the annual general meeting
(c) Any other member having the required qualifications may seek election as a director provided that such person gives notice of their intention to the Secretary prior to the commencement of the annual general meeting at which the election is to be held.
6.4 Election of Directors:
(a) Directors shall be elected for a three-year term and shall retire in rotation. The first directors shall determine which of them is first elected for a one year, two year and three year term and thereafter at every annual general meeting one third of the directors shall be elected to fill the places of the retiring Directors. Retiring Directors are eligible for re-election. If an election of directors is not held at the proper time the incumbent directors shall continue in office until their successors are elected.
(b) The election of Directors shall be made by Voting Members who attend in person at a properly constituted meeting of the Members at which directors are to be elected. The Election shall be by ballot or by show of hands.
(c) A Director may be removed from office by resolution of the members passed in the manner prescribed by the Act and such person will not be eligible to be re-elected as a Director for three years following his removal.
6.5 Vacation of Office:
The office of Director shall be vacated if such Director:
(a) resigns their office by notice in writing to the Association;
(b) misses three consecutive meetings of the Board without informing the President with an acceptable reason, unless the Board directs otherwise;
(c) fails to continue to hold the qualifications set out in Article 6.2. (d) the director is removed from office pursuant to section 6.4(c).
So long as a quorum remains, the Board may appoint any qualified person to fill a vacancy on the Board, howsoever caused, to hold office for the unexpired term of a person who ceased to be a Director.
ARTICLE 7
MEETINGS OF DIRECTORS
7.1 A majority of the Board shall constitute a quorum for any meeting of Directors.
7.2 A meeting of the Board at which a quorum is present is competent to exercise all or any of the authorities and powers vested in or exercisable by the Board.
7.3 Questions arising at any meeting of the Board shall be decided by a simple majority of votes. In the case of an equality of votes, the question is defeated. A Director disagreeing with the majority at a meeting may have his dissent recorded with the reasons therefor.
7.4 The Board shall meet at minimum bimonthly from September to June on a regular meeting date that is to be determined by the Board. Special Board Meetings may be called by the President or at the written request of any two (2) Directors. A meeting of the Board may be called on 48 hours notice, given verbally or in writing by means of telephone, facsimile, e-mail or any other means of communication.
7.5 A resolution signed by all Directors, shall be as valid and effectual as if it has been passed at a meeting of the Board duly called and constituted.
7.6 A director may, if all the directors of the Association consent, participate in a meeting of the directors or of a committee of directors by telephonic or electronic means that permits all participants to communicate adequately with each other during the meeting. A director so participating in a meeting is deemed to be present at the meeting.
ARTICLE 8
OFFICERS
8.1 The Directors shall elect from among themselves a President (who shall be the Chair of the Board), Vice-President, Treasurer and Secretary.
8.2 The Board of Directors shall appoint such other officers as they deem appropriate from time to time.
8.3 The term of office of Officers shall be one (1) year or such longer period of time as the directors may determine from time to time. In default of election or appointment of officers at the appropriate time, the then incumbents shall hold office until their successors are elected or appointed.
8.4 The Board may remove at its pleasure any officer elected or appointed by it, by resolution approved by a majority of the directors.
8.5 Any one person may hold more than one office.
8.6 Duties of Officers: Subject to the terms hereof and the Act, the Board may specify the duties of the Officers and delegate to such Officers powers to manage the business and affairs of the Association. In addition to such duties as may be specified by the Board, or the Act, the following officers shall have those duties referred to in the schedule to this Bylaw.
ARTICLE 9
COMMITTEES OF THE BOARD
9.1 The Board may establish such Committees as it deems necessary or appropriate from time to time.
9.2 Subject to the Act, the functions and terms of reference of such Committees shall be as determined by the Board from time to time.
ARTICLE 10
PROTECTION OF DIRECTORS AND OFFICERS
10.1 Limitation of Liability: No Director or Officer or Past Director or Past Officer of the Association shall be liable for the acts, receipts, neglects or defaults of any other Director or Officer, or for joining in any receipt or other act or for any loss or expense happening to the Association through the insufficiency or deficiency of title to any property acquired by, for or on behalf of, the Association, or for the insufficiency or deficiency of any security in, or upon which, any of the moneys of the Association shall be invested, or for any loss or damage arising from the bankruptcy, insolvency or wrongful act of any person with whom any of the moneys, securities or effects of the Association shall be deposited, or for any loss occasioned by any error of judgement or oversight on their part, or for any other loss, or oversight on their part, or for any other loss, damage or misfortune whatsoever which shall happen in the execution of the duties of the office or in relation thereto unless the same shall happen through their own neglect or default provided nothing herein shall relieve any Director or Officer, or past Director or Officer for any breach of duty to act in accordance with the Act.
10.2 Indemnity of Directors and Officers: Every Director, Officer, Past Director, Past Officer of the Association and his personal representatives, heirs, executors and administrators, and estate and effects, respectively, shall from time to time and at all times, be indemnified and saved harmless out of the funds of the Association from and against:
(a) all costs, charges and expenses whatsoever that he sustains or incurs in or about any action, suit or proceeding that is brought, commenced or prosecuted against them for or in respect of any act, deed, matter or thing whatsoever, made, done or permitted by them, in or about the execution of the duties of the office; and
(b) all other costs, charges and expenses that they sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses that are occasioned by their own wilful neglect or default.
10.3 Liability Insurance: The Association may purchase and maintain such insurance for the benefit of its Directors and Officers as such, as the Board may from time to time determine.
ARTICLE 11
PROTECTION OF DIRECTORS AND OFFICERS
11.1 The Board shall cause minutes or all meetings of the members, directors and committee meetings, and those records required by the Act to be maintained. 11.2 The books and records of the Association shall be open to the inspection of any Director at any reasonable time. Members shall only be entitled to inspect those books and records provided for in the Act.
ARTICLE 12
Financial Matters
12.1 Signing Officers: All cheques of the Association must be signed by any two of the President, Treasurer and Secretary, or such other director or directors as are designated by the Board from time to time.
12.2 Year End: The fiscal year end of the Association shall be August 31 of each year. An annual financial report will be presented at the Annual General Meeting, by an independent person (recommended) or an audited statement, if necessary.
12.3 Financial Statements: Monthly financial statements and balance sheets will be provided at every Board Meeting. As well, the financial records of the Association shall be available for review by the Board of Directors at all times.
ARTICLE 13
EXECUTION OF DOCUMENTS
13.1 Any two of the President, Secretary, Treasurer or such other director or directors as are designated by the Board from time to time are hereby authorized and shall have power to execute and deliver deeds, mortgages, leases or other documents whatsoever requisite or expedient to be executed on behalf of the Association.
ARTICLE 14
BANK AND BANKING
14.1 The Bank of the Association shall be such bank or financial institution as the Board may from time to time appoint.
14.2 All monies received by the Association shall be deposited forthwith in the name of the Association in such bank as is appointed by the Board.
14.3 All cheques, drafts, withdrawals from the Association's Bank Account(s) and orders for payment of money, and all notes and acceptances and bills of exchange, shall be signed or authorized by any two of the President, the Treasurer and such other persons as the Board may from time to time designate.
ARTICLE 15
INVESTMENTS
15.1 The Association shall invest its funds in any securities and other investments in which, under applicable legislation, the Association may invest its funds. 15.2 The Board shall formulate instructions for the investment of the funds of the Association and may from time to time consider and revise same. Full particulars of all purchases, sales and transfers of securities shall be reported to the next meeting of the Board.
ARTICLE 16
AUDITORS
16.1 If required by the Act, at each Annual General Meeting the membership shall appoint an auditor to audit the accounts of the Network, or if the appointment of an auditor is waived by extraordinary resolution in accordance with the Act, persons to review the accounts of the Network shall be appointed, to hold office until the following Annual General Meeting.
ARTICLE 17
AMENDMENTS BY-LAWS
17.1 This and any other By-law of the Association may be amended in accordance with the Act.
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