Ratified at the 2016 Annual General Meeting, June 25, 2016
BY-LAW NO. 1
A by-law relating generally to the transaction of the affairs of Kind Space.
2. The members of Kind Space (hereinafter called the “Association”) shall consist of those persons who declare that they support the mission and values of the Association and have either a) paid the annual membership dues established by the Board of Directors from time to time by resolution, or b) satisfied a requirement for commitment of volunteer time established by the Board of Directors from time to time by resolution; provided that the Board of Directors may waive such membership dues and volunteer time commitment in particular cases where it, in its sole discretion, determines that there is just cause for doing so. There shall be maintained at the Head Office of the Association a database of members in good standing.
The Recording Secretary and/or Executive Director shall notify the members of the dues or fees at any time payable by them and, if any are not paid within 30 days of the date of such notice the members in default shall thereupon automatically cease to be members of the Association, but any such members may on payment of all unpaid dues or fees be reinstated.
3. An individual shall also cease to be a member:
a) by delivering a letter of resignation in writing to the Recording Secretary or Executive Director of the Association or by mailing or delivering it to the address of the Association; or
b) on the death of the member; or
c) if at a meeting of members duly called for such purpose upon not less than 14 days nor more than 30 days notice setting out the reasons for such termination, a resolution terminating such member’s membership is passed by a majority of not less than 2/3 of the members voting at such meeting.
4. The registered office of the Association shall be in the National Capital Region at such municipal address therein as the Board of Directors may from time to time by resolution determine.
BOARD OF DIRECTORS
5. The property and affairs of the Association shall be governed by a Board of Directors of not less than 8 and not more than 12 members. Not more than 6 directors serving at any one time shall represent any one gender, and gender identity balance shall be a consideration in the presentation of a slate of board nominees and in the filling of vacancies arising between Annual General Meetings. At the Annual General Meeting of members, after the election of Directors, 1 such Director shall be elected to each of the Offices of President, Vice-President, Treasurer, and Recording Secretary respectively.
6. The Executive Director shall be a non-voting, ex-officio member of the Board of Directors. With the exception of the Executive Director, no Director may hold a paid position with the Association. Further, no Director may make application for employment with the Association, nor may any employee make application for directorship with the Association, within a six month period after being an employee or Director.
7. Each Director shall declare in writing that they support the mission and values of the Association and shall comply with these By-laws.
8. All Directors shall be members of the Association, in good standing, from the time of their election and throughout their term of office.
9. The immediate past president and the Executive Director of the Association shall be invited to attend all meetings of the Board of Directors as guests.
10. At each Annual General Meeting, a slate of Directors shall be presented for election for a 2 year term of office. Such slate shall be sufficient to maintain Board membership at a minimum of 8, with regard to the number of current Directors who are at the mid-point in their term. Directors appointed by the Board to fill vacancies arising since the last Annual General Meeting shall, with the endorsement of the Nominating Committee, also be presented for election for a 2 year term of office as part of the slate. Such slate shall also be consistent with the considerations relating to gender balance as defined in By-law 5 above.
11. Directors shall be eligible for re-election if otherwise qualified.
12. The office of Director shall be automatically vacated:
a) if a Director resigns their office by delivering a written resignation to an Officer of the Association; or
b) if at a meeting of members duly called for such purpose a resolution is passed by a majority of not less than 2/3 of the members voting that the Director be removed from office.
13. Upon termination of membership on the Board of Directors, an individual’s membership on any committees of the Association, and/or their appointment to any external bodies or advisory groups – said appointment having been made in a representative capacity by Kind Space – shall also cease.
14. Vacancies occurring in the Board of Directors or among the Officers between the time of their election and the next Annual General Meeting of the Association shall be filled by a majority vote of the Board of Directors or, in the alternative, may be filled by a vote of members at a meeting of members duly called for such purposes.
MEETINGS OF THE BOARD OF DIRECTORS
15. Meetings of the Board of Directors shall be held at least monthly at the call of the Chair or any 2 Directors. Notice of the time and place of every meeting so called shall be given through electronic communication or via phone call to each Director not less than 2 days before the time when the meeting is to take place. No notice of a meeting shall be required if all the Directors are present or if those absent waive notice or otherwise signify their consent to such meeting being held. The statutory declaration of the Secretary or Chair that notice has been given pursuant to this By-law shall be sufficient and conclusive evidence of the giving of such notice. The Board of Directors may appoint a day or days in any month or months for regular meetings at an hour to be named and of such regular meeting no notice need be sent.
16. No error or omission in giving such notice for a meeting of Directors shall invalidate such meeting or invalidate or make void any proceedings taken or had at such meeting and any Director may at any time waive notice of any such meeting and may ratify and approve of any or all proceedings taken or had thereat.
17. All duly elected Directors except the Chair of the meeting and the Executive Director shall be entitled to 1 vote on each question to be decided by the Board of Directors. In the case of a tie, the Chair of the meeting shall have the deciding vote. At all meetings of the Board of Directors every question shall be decided by a majority of the votes cast upon the question, unless noted in these By-laws. All votes at any such meeting shall be taken by ballot if so demanded by any Director present, but if no demand be made, the vote shall be taken the usual way by assent or dissent. A declaration by the Chair that a resolution has been carried and an entry to the effect in the minutes shall be admissible evidence as prima facie proof of the fact of the number or proportion of the votes recorded in favour or against such resolution. In the absence of the Chair their duties may be performed by the Vice-Chair, or such other Director as the Board of Directors may from time to time appoint for the purpose.
18. The quorum for meetings of the Board of Directors shall be a majority of those directors then in office, including the Executive director.
POWERS AND DUTIES OF THE BOARD OF DIRECTORS
19. The Board of Directors shall govern the affairs of the Association through a Strategic Plan which it shall, from time to time, review and revise with participation from the Executive Director.
20. The Board of Directors shall set the yearly budget of the Association.
21. The Board of Directors shall, from time to time, review the performance of the Executive Director.
22. The Board of Directors is responsible for the policies of the Association which may from time to time be proposed by individual Directors or the Executive Director.
23. The Directors of the Association shall not be entitled to receive remuneration for their services as such. The Directors shall be entitled to be reimbursed for any expenses incurred in connection with their attendance at each meeting of the Board of Directors and for any expenses incurred in connection with their services to the Association as Directors.
24. The Board of Directors, upon the recommendation of the Executive Committee, shall appoint an Executive Director who shall have such authority and shall perform such duties and receive such compensation as shall be prescribed by resolution of the Board of Directors upon the recommendation of the Executive Committee.
25. The Association hereby acknowledges that each and every Director of the Association shall be deemed to have assumed office on the express understanding and agreement and conditions that every Director and Officer of the Association and their 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 all costs, charges, and expenses whatsoever, which such Directors(s) or Officer (s) sustain(s) or incur(s) in or about any action, suit or proceeding which is brought, commenced or prosecuted against them for or in respect to any act, deed, matter or thing whatsoever made and done or permitted by them in or about the execution of the duties of their office or Offices, and also from and against all other costs, charges and expenses which they or they sustain or incur in or about or in relation to the affairs of the Association provided that such Director:
(a) acted honestly and in good faith with a view to the best interests of the Association or as the case may be, to the best interests of the other entity for which the individual acted as Director or Officer or in a similar capacity at the Association’s request; and
(b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, had reasonable grounds for believing that the individual’s conduct was lawful.
26. An Executive Committee of the Association shall consist of the President, the Vice-President, the Treasurer and the Recording Secretary. The Executive Director shall be a non-voting, ex-officio member of the Executive Committee. The quorum for a meeting of the Executive Committee shall be 2 of its members. For any given purpose, the President may invite other person(s) to participate in the work of the Executive Committee; however said person(s) will not assume the powers of the Executive Committee nor be entitled to a vote.
27. The Executive Committee shall manage the review of the Executive Director’s performance.
28. The Executive Committee shall manage the creation and review of the Strategic Plan with the aid and approval of the Board of Directors
29. The Board of Directors may, from time to time, form such other committees as it deems appropriate having such power and with such membership as it may from time to time by resolution determine.
30. The Officers of the Association shall be a President, Vice-President, Treasurer and Recording Secretary.
31. Officers of the Association shall be Directors of the Association and shall be elected to such offices at the Annual General Meeting of members immediately following the election of Directors.
32. The Officers of the Association shall hold office for 1 year or until their successors are elected or appointed in their stead.
33. Any of the President, Vice-President, Treasurer or Recording Secretary shall cease to be an office of the Association if they cease to be a Director of the Association.
DUTIES OF OFFICERS
34. The President shall preside at all meetings of the Association, of the Board of Directors and of the Executive Committee and shall be, ex officio, a member of all committees. They shall be generally responsible for the integrity of the Association.
35. The Vice-President shall in the absence of the President, perform the duties and exercise the powers of the President. They shall assist the President in the discharge of their duties. In the event of a vacancy in the presidency, they shall assume the office of acting President until a new President is elected. They shall perform such other duties as may from time to time be determined by the Board of Directors.
36. The Recording Secretary shall be Clerk of the Board of Directors. They shall attend all meetings of the Board of Directors and record all facts and minutes of all proceedings in the books kept for that purpose. They shall perform such other duties as may from time to time be determined by the Board of Directors.
37. The Treasurer or person performing the usual duties of a Treasurer shall be responsible for the financial affairs of the organization, and shall also perform such other duties as may from time to time be determined by the Board of Directors.
REMOVAL OF OFFICER
38. Any Officer may be removed by special resolution of the members.
39. There shall be an Executive Director who shall be responsible for the execution for the Strategic Plan of the Association.
40. The Executive Director shall be the principal spokesperson of the Association.
41. The Executive Director shall be hired by the Board of Directors upon the recommendation of the Executive Committee and shall be responsible to the Board of Directors through the Executive Committee.
42. The Executive Director shall be responsible for the human resources and direction of all staff and volunteers.
43. The Executive Director shall ensure the decisions of the Board of Directors are executed.
44. The Executive Director shall be a non-voting and ex-officio member of all committees and of the Board of Directors.
SIGNATURE OF ASSOCIATION CHEQUES
45. All cheques shall be signed by any 2 of the President, Vice-President, Treasurer, Recording Secretary or Executive Director.
46. All contracts, documents or any instruments in writing requiring signature to bind the Association, shall be signed by any 2 of the President, Vice-President, Treasurer, Recording Secretary or Executive Director.
47. All human resources contracts shall be approved and signed solely by the Executive Director, with exception of those documents that govern the role of the Executive Director, which shall be exempt from this Section.
48. The Directors may give the Association’s power of attorney to any chartered bank, trust company or registered dealer of securities for the purposes of the transferring of and dealing with any stocks, bonds and other securities of the Association.
MEETINGS OF MEMBERS
49. The Annual or other General Meeting of the members of the Association shall be held on such day and at such time as the President or Board of Directors shall determine.
50. The Annual General Meeting shall be held in each year at such time and place as the Board of Directors may determine by resolution.
51. Not less than 14 days and no more than 35 days before written notice of the date and place of the Annual or any other General Meeting shall be given by the Board of Directors to the members of the Association.
52. At least 14 days prior to the Annual or any other General Meeting an agenda shall be emailed to all members (or mailed for those who have not provided an email address), which shall state the general nature of business to be transacted at such meeting.
53. Copies of any proposed Bylaw amendments will be available to any member at the Kind Space office and electronically 14 days prior to the meeting at which they will be considered. The board will submit the list of any such amendments for consideration by the membership at the Annual General Meeting or the Special Meeting called for this purpose.
54. At the Annual General Meeting an auditor shall be appointed to audit the accounts of the Association, and to hold office until the next General Meeting, provided that the Board of Directors may fill any vacancy occurring in such office between Annual General Meetings. In event of the Annual General Meeting failing to appoint an auditor then the auditor in office at the date of such Annual General Meeting shall continue in office until their successor is appointed. The Board of Directors shall fix the remuneration of the auditor.
55. One quarter of the registered members of the Association can requisition a Special Meeting by signing and delivering a written notice to the Executive Committee. Upon receipt of such a requisition, the Executive Committee shall within six weeks of receipt of said requisition call a meeting with proper written notice given to the members of the Association not less than 14 days or no more than 35 days preceding the meeting.
QUORUM FOR MEMBERS MEETING
56. One quarter of the registered members shall constitute a quorum for such meetings.
MEMBERS ENTITLED TO VOTE
57. At any meeting of members every person shall be entitled to vote who has been a member of the Association for a period of not less than thirty 30 days prior to the date of the meeting and continues as of the date of the meeting to be qualified as a member.
58. At any meeting of members, each member shall have the right to move, to second and to vote on any motion, resolution or proposal.
59. The Executive Committee, or failing it, the Board of Directors, shall be the Nominating Committee, which shall prepare a slate of candidates for election as directors at each Annual General Meeting, consistent with the provisions of By-law 10. In composing the slate, the Nominating Committee shall be guided by considerations relating to gender balance as outlined in By-law 5. It shall further be guided by a desire to ensure the participation in organizational governance of marginalized and under-represented groups.
60. The Nominating Committee shall receive written nominations addressed to the Board of Directors at least 14 days prior to the Annual General Meeting and shall determine the eligibility of potential nominees based upon the quality of the answers to the questions on a prescribed Application Form. Decisions shall be recorded and presented to the Annual General Meeting prior to the election.
61. Additional nominations of Directors may be made from the floor of the Annual General Meeting providing:
a) Such nominees meet the eligibility criteria to serve as Directors.
b) Such nominations will not result in a Board membership exceeding the maximum number of 12, nor be inconsistent with the considerations relating to gender balance as outlined in By-law 5 and taking into consideration of marginalized identities outlined in By-law 59.
62. The Nominating Committee shall also recommend – from among all continuing directors and those on its recommended slate – nominees for the Offices of President, Vice-President, Treasurer and Recording Secretary. Additional nominations for these positions – from among all continuing or newly appointed directors – may be made from the floor of the Annual General Meeting.
63. Should there be more than 2 candidates nominated for election to any one officer’s position and no one of such candidates shall receive more than one half of the total votes cast for such office or position, the election procedure shall be by way of elimination: the candidate with the least number of votes being eliminated and another vote taken and so on until such candidate receives more than one half of the total number of votes cast.
64. Unless otherwise ordered by the Board of Directors, the fiscal year-end of the Association shall be the last day of December in each year.
65. The amendment, repeal or replacement of these By-laws, in whole or in part, require the approval of the members and shall not be effective until such approval.
66. In these bylaws and in all other by-laws the Association hereafter passes, unless the context otherwise requires, words importing the singular number shall include the plural number as the case may be and vice-versa. References to persons shall not include firms or Associations.
67. All references to written notice shall include written notice by electronic means.
68. All references to “days” shall mean calendar days.