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CORPORATION – BYLAWS
KWARTZLAB SOCIETY INC.
I. DEFINITIONS
1. "members meeting" shall also include annual meetings and
general meetings.
II. MEMBERSHIP
A. Admittance to Membership
1. The conditions under which membership will be issued are
determined either by the Board, or by a Director, Officer,
Member, or Committee appointed by the Board to oversee the
issuance of membership.
2. A person who has fulfilled the requirements of paragraph 1 may
be admitted to membership by a resolution of the Board at a
meeting duly called for that purpose. The Board must give
notice to the "Members" mailing list at least five calendar
days before the resolution is to be considered by the Board.
3. A person admitted to membership by the Board of Directors shall
have no privileges until their initial dues and first monthly
dues are paid. The Board may by resolution set a schedule for
pro-rated dues for the first month of membership, based on the
date of the member's approval.
B. Dues
1. The Board of Directors may by resolution set the dues for the
corporation, which may be either or both of:
(a) Initial dues, i.e. dues which are payable before a person
can become a member;
(b) Monthly dues, i.e. dues which are recurring and payable on
the last day of each month (for the following month).
2. If the Board passes a resolution which raises the initial or
monthly dues by more than 10%, that resolution is effective
only until confirmed at a general meeting of the Corporation
duly called for that purpose. Such a meeting must be held
within 30 days of the initial adoption of the resolution. If
the resolution is not confirmed within 30 days, the resolution
shall be rendered invalid.
C. Membership Hiatus
1. A member may apply to the Board to have their membership placed
on hiatus for a period of no less than two months. Such
application must specify the start and end dates of the
hiatus. The Board may approve a member's hiatus by resolution
at meeting of the Board.
2. During the time a member is on hiatus, they are not required to
pay dues, nor shall they have any of the privileges afforded a
member, except for the privilege of voting at members meetings
called after the hiatus was requested.
3. A member may voluntarily terminate their hiatus at any time by
notifying the Board of Directors they wish to do so and paying
their monthly dues for the current month. No discounts shall be
given for partial months.
D. Suspension or Termination of Memberships
1. Suspension for Minor Infractions
(a) The Board of Directors may suspend a member for a term of
no greater than one month by resolution at a meeting of
the Board duly called for that purpose if:
i. The member is in arrears on their monthly dues.
(b) A resolution under sub-paragraph a. is not valid unless:
i. The member is given notice in writing setting forth
the grounds on which termination is sought.
ii. This notice is given to the member no fewer than five
calendar days before the meeting of the Board of
Directors is called to consider the resolution.
iii. An opportunity is given to the member to appear,
either personally or by a person authorized under the
Law Society Act to represent the member, to make
submissions at the meeting of the Board called to
consider the resolution.
(c) If the member suspended under this paragraph rectifies all
the condition(s) in sub-paragraph a) for which they were
suspended, the Board shall forthwith take any action
required to restore that member's status.
2. Suspension for Major Infractions
(a) The Board of Directors may suspend a member for a term of
no greater than one month by resolution at a meeting of
the Board duly called for that purpose if:
i. The member engages in conduct outlined in the
"Unacceptable Behaviour" section of the Kwartzlab
Code of Conduct.
(b) A resolution under sub-paragraph a. is not valid unless:
i. The member is given notice in writing setting forth
the grounds on which termination is sought.
ii. This notice is given to the member no fewer than five
calendar days before the meeting of the Board of
Directors is called to consider the resolution.
iii. An opportunity is given to the member to appear,
either personally or by a person authorized under the
Law Society Act to represent the member, to make
submissions at the meeting of the Board called to
consider the resolution.
3. Member Privileges During Suspension
A suspended member shall have no privileges of membership during
the time of the suspension. All dues shall continue to be
assessed for suspended members.
4. Termination of Members for Minor Infractions
(a) KwartzLab may terminate the membership of a member, for
reasons related to minor infractions listed in paragraph 1,
subparagraph a, which remain unresolved after 2 months, by
means of a resolution passed by the Board of Directors.
5. Termination of Members for Major Infractions
(a) KwartzLab may terminate the membership of a member, for
reasons related to repeated or grevious infractions listed
in paragraph 2, subparagraph a, by means of either:
i. A special resolution passed by 2/3 of the voting
membership present at a general meeting duly called
for that purpose; OR
ii. A special resolution passed by 2/3 of the Board at a
meeting duly called for that purpose.
6. Terminations of Members
A resolution to terminate a membership made under paragraphs 4
or 5 is not valid unless:
i. The member is given notice in writing setting forth
the grounds on which termination is sought.
ii. The notice is given to the member no fewer than
fifteen days before the meeting of the Board of
Directors or the membership is called to consider the
resolution.
iii. The member receiving the notice shall be entitled to
give the Board a written submission opposing the
termination not less than five days before the end of
the fifteen-day period. The written submission shall
be considered by the Board or the membership before
making a final decision regarding termination of
membership.
7. Appealing a Termination Resolution
(a) Anyone who has had their membership status terminated
under paragraphs 4 or 5 may appeal the decision by
written letter submitted to the Secretary of the
Corporation or to the Board of Directors within 30 days of
the passing of the termination resolution.
(b) An appeal of a termination resolution will be reviewed
by a committee appointed by the Board to the task.
(c) The terminated member will be given an opportunity of not
less than 10 days to provide the appeal committee with a
written submission detailing the grounds for their appeal.
The written submission will be considered by the appeal
committee before making a decision. The decision of the
appeal committee will be considered final.
III. BOARD OF DIRECTORS AND OFFICERS OF THE CORPORATION
A. Composition and Meetings
1. The affairs of KwartzLab shall be managed by a Board of
Directors, each of whom must be members of KwartzLab. The Board
shall normally consist of seven (7) members, who shall be
elected from the membership of KwartzLab at the annual meeting.
2. The Term of Office of the Directors of the Corporation shall
begin July 1st, and end June 30th or when their successor has
been elected, whichever comes later.
3. Should a vacancy occur on the Board of Directors, the remaining
Directors may appoint any eligible member to fill the vacancy
for the rest of the term of that Director. Should there not be
enough Directors to constitute quorum, the remaining Directors
shall be given the power to call a general meeting to elect
additional directors.
4. Meetings of the Board of Directors may be called by the
President, by any two other Directors, or by resolution at a
previous meeting. Notice of meetings must be delivered,
telephoned, or emailed to each Director before the meeting is
to be held. No formal notice of a meeting is required if all
Directors are present or if those absent have given their
consent to the meeting being held in their absence.
5. A majority of the normal number of Directors shall constitute
quorum at a meeting of the Board of Directors.
B. Election and Removal
1. Election of the Directors shall be carried out at the annual
meeting.
2. The Board shall solicit nominations for the subsequent Board at
least four weeks before the general meeting. Nominations shall
remain open for at least two weeks. Members may self-nominate,
or be nominated by another member. Nominations shall be signed
by the nominee indicating acceptance of the nomination and
include the following declarations:
(a) That the nominee is eighteen years of age or older;
(b) that the nominee is a permanent resident of Canada; and
(c) that the nominee is not an undischarged bankrupt.
3. The Board shall announce to the membership at least two weeks
before the annual meeting the list of nominees for the Board of
Directors.
4. After the close of the nominations period, the Board of
Directors shall appoint a election coordinator, who shall be a
member of KwartzLab not among the list of nominees to the
Board, to oversee the election process. The election
coordinator shall be responsible for preparing the physical
ballots for the annual meeting.
5. Nominees may withdraw their nomination at any time by
contacting the election coordinator.
6. Directors shall be elected at the annual meeting by secret
ballot. The election coordinator shall appoint two scrutineers,
who must be approved by the meeting, to count the ballots. The
election coordinator shall resolve any disputes between the
scrutineers.
7. Directors may be removed from office by a special resolution
(2/3 vote) passed at a general meeting duly called for that
purpose.
C. Officers of the Corporation
1. The Board shall choose four officers for the corporation: The
President, The Chair of the Board, the Secretary, and the
Treasurer. One person may hold more than one office.
2. President
(a) The President shall be elected by the Board from the
Directors of the Corporation.
(b) The President shall be the Chief Executive Officer of the
Corporation.
(c) The President shall ensure that the Corporation follows
all of its by-laws and procedures, and if necessary
provide interpretation of same.
(d) The President shall be one of three signing authorities of
the Corporation.
(e) The President shall provide input to the Chair on Board
meeting agendas, and shall approve all agendas drafted by
the Chair for members meetings.
3. Chair of the Board
(a) The Chair of the Board shall be elected by the Board from
the Directors of the Corporation.
(b) The Chair of the Board shall preside as chair over all
meetings of the Board of Directors and members meetings of
the Corporation.
(c) The Chair of the Board shall set all agendas for meetings
of the Board of Directors; and shall, with the assistance
of the President and Secretary, prepare agendas for
members meetings of the Corporation, subject to approval
by the President.
4. Secretary
(a) The Secretary shall be appointed by the Board from the
membership of the Corporation.
(b) The Secretary shall ensure that minutes of all Board
meetings and members meetings are kept and brought to the
Board for approval.
(c) The Secretary shall maintain the membership register.
(d) The Secretary shall announce all new membership
applications to the membership.
(e) The Secretary shall be familiar with the by-laws and
procedures of the Corporation and advise the Board on such
matters.
5. Treasurer
(a) The Treasurer shall be elected by the Board from the
Directors of the Corporation.
(b) The Treasurer shall maintain the financial books of the
Corporation.
(c) The Treasurer shall ensure that all bills are paid on
time.
(d) The Treasurer shall inform the Board of any members who
are in arrears of their dues.
(e) The Treasurer shall present a report on the current
finances of the Corporation to the Board on request.
(f) The Treasurer shall prepare a report on the financial
status of the Corporation as of the end of each financial
year to be presented at the annual meeting which includes:
i. a statement of profit and loss;
ii. a statement of surplus; and
iii. the balance sheet of the corporation.
6. The term of office of all officers shall end on June
30th. Despite this, officers shall continue in an interim
capacity until the Board of Directors elects or appoints their
successor.
7. The Board shall at its earliest opportunity elect or appoint
all officers of the corporation where those offices are
currently vacant or being filled in an interim capacity.
8. The Board may, by resolution, remove any officer from their
office.
IV. MEETINGS OF MEMBERS
1. KwartzLab may give notice of any members meeting via email to
the address on record with the corporation as recorded on the
"Announce" mailing list, and this shall constitute sufficient
notice for the meeting.
(a) Notice of any members meeting shall be given at least ten
calendar days before the meeting.
(b) Notice for annual and general meetings shall contain the
agenda, or a link to the agenda published on the KwartzLab
website, for the meeting.
2. The quorum for members meetings shall be ten members or one
quarter of the total membership of KwartzLab Society Inc.,
whichever is higher.
3. Members may vote by proxy at a general member meeting. A
maximum of three proxy votes may be held at one time by a
member in good standing, and the declaration of the proxy vote
must be made on the member mailing list in advance of the
member meeting.
V. FINANCIAL
1. All financial accounts with banks or other institutions shall
require two of three signing authorities before funds may be
withdrawn. These signing authorities shall be:
(a) The President;
(b) the Treasurer;
(c) a third Director to be appointed by the Board.
2. All expenditures of KwartzLab must be approved by the Board,
either directly or by delegation to an officer or committee.
3. The financial year of KwartzLab will end on December 31st of
each year.
VI. CODE OF CONDUCT
1. The corporation has a Code of Conduct.
2. The scope of the Code of Conduct is specified by the Code of Conduct.
3. Changes to the Code of Conduct are governed by the same rules as changes to the Bylaws.
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