Ratified at the 2020 Annual General Meeting, November 29, 2020
BY-LAW NO. 1
A by-law relating generally to the transaction of the affairs of Kind Space.
- 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:
a) Participated in a registered program or event of the organization within the reporting year,
b) satisfied a requirement for commitment of volunteer time determined in advance by the Board of Directors from time to time by resolution,
c) register at least 14 days in advance of a general meeting of members, or,
d) are a representative of a 2SLGBTQ+ community group or registered non-profit located in Ottawa, ON, Canada.
There shall be maintained at the Head Office of the Association a database of members in good standing.
- An individual shall also cease to be a member:
a) by delivering a letter of resignation in writing to the Board of Directors 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 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
- The property and affairs of the Association shall be governed by a Board of Directors of not less than 5 and not more than 12 members. At the Annual General Meeting of members, after the election of Directors,4 s Directors shall be elected to each of the Offices of Co-Presidents, Treasurer, and Recording Secretary respectively.
- 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 an application for employment with the Association, nor may any employee make an application for directorship with the Association, within a six month period after being an employee or Director.
- Each Director shall declare in writing that they support the mission and values of the Association and shall comply with these By-laws.
- All Directors shall be members of the Association, in good standing, from the time of their election and throughout their term of office.
- The immediate past president and the Executive Director of the Association can be invited to attend all meetings of the Board of Directors as guests.
- 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 5, with regard to the number of current Directors who are at the midpoint 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. 11. Directors shall be eligible for re-election if otherwise qualified.
- 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.
c) If a Director has been absent, without notice or cause, for 6 or more Board of Director meetings in a row.
- 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.
- 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
- 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 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 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 meetings no notice need be sent.
- 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.
- 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.
- 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
- 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, staff, and volunteers.
- The Board of Directors shall set the yearly budget of the Association.
- The Board of Directors shall, from time to time, review the performance of the Executive Director.
- 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.
- The Directors of the Association shall not be entitled to receive remuneration for their services. 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.
- The Board of Directors, upon the recommendation of the Executive Director (ED) Hiring 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 ED Hiring Committee.
- 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 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 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 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 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.
- An ED Hiring Committee of the Association shall consist of the Co-Presidents, the Treasurer, and another board member. The Executive Director shall be a non-voting, ex-officio member of the ED Hiring Committee. The quorum for a meeting of theED Hiring Committee shall be 2 of its voting members. For any given purpose, a Co-President may invite others to participate in the work of the ED Hiring Committee; however said person(s) will not assume the powers of the ED Hiring Committee nor be entitled to a vote.
- The ED Hiring Committee shall manage the review of the Executive Director’s performance.
- The ED Hiring Committee shall manage the creation and review of the Strategic Plan with the aid and approval of the Board of Directors
- 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.
- The Roles of the Association shall be 2 Co-Presidents, Treasurer, and Recording Secretary.
- Roles of the Association shall be Directors of the Association and shall be elected to such roles at the Annual General Meeting of members immediately following the election of Directors.
- The Roles of the Association shall hold office for 1 year or until their successors are elected or appointed in their stead.
- Any of the Co-Presidents, Treasurer, or Recording Secretary shall cease to be in the role of the Association if they cease to be a Director of the Association.
RESPONSIBILITIES OF BOARD ROLES
- The Co-Presidents shall preside at all meetings of the Association, of the Board of Directors and of the ED Hiring Committee and shall be, ex officio, a member of all committees. They shall be generally responsible for the integrity of the Association.
- 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.
- The 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 FROM ROLE
38. Any Director may be removed from their role by special resolution of the members.
- There shall be an Executive Director who shall be responsible for the execution for the Strategic Plan of the Association.
- The Executive Director shall be the principal spokesperson of the Association.
- The Executive Director shall be hired by the Board of Directors upon the recommendation of the ED Hiring Committee and shall be responsible to the Board of Directors.
- The Executive Director shall be responsible for the human resources and direction of all staff and volunteers.
- The Executive Director shall ensure the decisions of the Board of Directors are executed.
- The Executive Director shall be a non-voting and ex-officiomember of all committees and of the Board of Directors.
SIGNATURE OF ASSOCIATION CHEQUES
- All cheques shall be signed by any 2 authorized Directors or 1 authorized Director and Executive Director.
- All contracts, documents or any instruments in writing requiring signature to bind the Association, shall be signed by any 2 authorized Directors or 1 authorized Director and Executive Director.
- All human resources contracts shall be approved and signed solely by the Executive Director, with the exception of documents that govern the role of the Executive Director, which shall be exempt from this Section.
- 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
- The Annual or other General Meeting of the members of the Association shall be held on such day and at such time as the Board of Directors determine.
- The Annual General Meeting shall be held in each year at such time and place as the Board of Directors may determine by resolution.
- Not less than 30 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.
- 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 a meeting.
- 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 Special Meeting called for this purpose.
- 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.
- One quarter of the registered members of the Association can requisition a Special Meeting by signing and delivering a written notice to the Board of Directors. Upon receipt of such requisition, the Board of Directors shall within 8 weeks of receipt of said requisition call a meeting with proper written notice given to the members of the Association not less than 30 days preceding the meeting.
QUORUM FOR MEMBERS MEETING
54. One quarter of the registered members shall constitute a quorum for such meetings, including those that participated in online voting in advance to the meeting of members.
MEMBERS ENTITLED TO VOTE
- At any meeting of members every person shall be entitled to vote, in person or online, who has been a member of the Association for a period of not less than 14 days prior to the date of the meeting and continues as of the date of the meeting to be qualified as a member.
- At any meeting of members, each member shall have the right to move to second and to vote on any motion, resolution or proposal.
- The Board of Directors, shall initiate the Nominating Process, which shall prepare a slate of candidates for election as directors at each Annual General Meeting, consistent with the provisions of By-law 10. It shall be guided by a desire to ensure the participation in organizational governance of marginalized and under-represented groups.
- 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.
- 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 of marginalized identities outlined in By-law 57.
- The Nominating Process shall also recommend – from among all continuing directors and those on its recommended slate – nominees for the Roles of Co-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.
- Should there be more than 2 candidates nominated for election to any of the roles and no one of such candidates shall receive more than one half of the total votes cast for such role, 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.
62. 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.
63. 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.
- All references to written notice shall include written notice by electronic means.
- All references to “days” shall mean calendar days.