Pursuant to the articles, there shall be one class of members in the Corporation. The first Directors of the Corporation shall constitute its first Members. Membership in the Corporation shall thereafter be available only to: 

• the Directors of Kind Space, who shall automatically become Members upon being elected or appointed as Directors and shall automatically cease to be Members when they cease to be Directors; and
• individuals who apply for a membership and who: 
  1. reside in the City of Ottawa, any county that is adjacent to the City of Ottawa, the City of Gatineau or the Outaouis region; 
  2. in the previous 6 months, have:
     1. participated in at least one of the Corporation’s programs or events; and/or
     2. met the minimum volunteer requirement established from time to time by Board resolution; and/or 
     3. been involved with another 2SLGBTQ+ and/or gender-based violence not-for-profit corporation or community group whose values align with those of the Corporation; 
  3. agree to act in the best interests of the Corporation and in furtherance of its stated vision, mission and values as amended by the Corporation from time to time;  and
  4. agree to abide by the Membership Policy (in these By-laws, the “Membership Policy”) and the Code of Conduct (in these By-laws, the “Code of Conduct”), as established and amended from time to time by the Board of Directors.

1. New membership applications (in these By-laws, the “Applications”) by membership applicants (in these By-laws, the “Applicants”) must be submitted to the Corporation prior to the annual deadline (in these By-laws, the “Annual Record Date”) established by the Board. 
2. The Corporation shall approve or deny any such Application(s) prior to the Annual Record Date, if any, in accordance with the Membership Policy. 
3. The Corporation shall notify all Applicants of the approval or denial of their Application within ten (10) Business Days of the Board’s decision.  Any decision to deny an Application shall provide written reasons for the denial, and be done in good faith and in a fair and reasonable manner.

• Memberships are issued for an indeterminate term.
• Membership is conditional on the receipt of a member’s annual confirmation of the following: 
  • their intention to remain a Member of the Corporation;
  • that they continue to reside within the City of Ottawa or any county that is adjacent to the City of Ottawa;           
  • their ongoing commitment to act in the best interests of the Corporation and in furtherance of its stated vision, mission, and values as amended by the Corporation from time to time; and
  • their ongoing commitment to adhere to the Membership Policy and the Code of Conduct, as amended from time to time.
• Any Member who does not confirm their commitment to the conditions described in this Section 12 of these By-Laws at least 14 days before the annual meeting shall be removed from the register of Members and lose all membership rights and privileges. Any such Member who seeks to be reinstated shall be required to submit a new Application.

1. Each Member shall be entitled to receive notice of, attend, speak, participate, and vote at all meetings of Members and each Member shall be entitled to one (1) vote at such meetings. 
2. Each Member shall be entitled to make Proposals in accordance with Section 34 of these By-laws and the Membership Policy.

Membership in the Corporation shall be subject to the payment of such membership fees as the Board may determine from time to time.

Membership in the Corporation is not transferable and is terminated when: 

• the Member dies; 
• the Member’s membership ceases in accordance with these By-laws; 
• the Member resigns by delivering a written resignation to the Corporation; or
• the Corporation is liquidated or dissolved under the Act.

• Upon thirty (30) days or more written notice to a Member, the Board may pass a resolution authorizing disciplinary action or termination of a Member’s Membership for violating any provision of the Articles, By-laws, or Policies including, but not limited to, the Membership Policy and the Code of Conduct, through the following procedure:
  • • The Board shall provide a minimum of thirty (30) days’ written notice to a Member of its intention to authorize disciplinary action or termination of Membership. The notice shall set out the reasons for the disciplinary action or termination of Membership.
    • The Member receiving the notice shall be entitled to give the Board a written or oral submission opposing the disciplinary action or termination not less than five (5) days before the end of the notice period.
    • The Board shall consider the submission of the Member before making a final decision regarding disciplinary action or termination of Membership, and shall communicate its decision in writing to the Member within ten (10) days of the date of the decision.
• The Board may modify the procedure prescribed in Subsection 16(a) of these By-laws if necessary to ensure procedural fairness, equity, and/or to make reasonable accommodations to facilitate the Member’s participation in the process. 
• All disciplinary action or expulsion of a Member shall be done in good faith and in a fair and reasonable manner. 
• For certainty, nothing in this Section 16 shall be interpreted to restrict the Corporation’s discretion to take interim, immediate and reasonable measures to:  
  • • safeguard the Corporation’s Director(s), Member(s), program participant(s), employee(s), volunteer(s) and any other individual(s) in the workplace from violence, threats of violence, and harassment;
    • prevent and/or mitigate the risk of theft, fraud, and/or the commission of other illegal acts in the workplace and/or on premises that are owned or managed by the Corporation; and
    • prevent and/or mitigate the risk of any serious harm to the Corporation, and/or to its Director(s), Member(s), program participant(s), employee(s), volunteer(s) and any other individual(s) in the workplace.

33. ANNUAL MEETING

An annual meeting of Members shall be held at such time in each year, as the Board may from time to time determine, provided that the annual meeting must be held not later than fifteen (15) months after holding the preceding annual meeting and no later than six (6) months after the end of the Corporation’s preceding fiscal year. The annual meeting shall be held on a day and at a place as determined by the Board from time to time. The business transacted at the annual meeting shall include:

1. receipt of the agenda; 
2. receipt of a report from the Executive Director of the activities of the previous year; 
3. consideration of the minutes of the previous annual meeting and any subsequent special meetings; 
4. consideration of the financial statements; 
5. report of the auditor or person who has been appointed to conduct a review engagement; 
6. reappointment or new appointment of the auditor or a person to conduct a review engagement for the coming year; 
7. election of Directors in accordance with section 20; and 
8. such other or special business as may be set out in the notice of the meeting. 

No other item of business shall be included on the agenda for the annual meeting unless a Member’s proposal has been given to the secretary prior to the giving of notice of the annual meeting in accordance with the Act so that such item of new business can be included in the notice of annual meeting.

A Member entitled to vote at an annual meeting may submit to the Corporation notice of any matter that the Member proposes to raise at the annual meeting (a “Proposal”). Any such Proposal may include nominations for the election of Directors if the Proposal is signed by not less than 5% of the Members entitled to vote at the meeting. Subject to the Act, the Corporation shall include the Proposal in the notice of meeting and if so requested by the Member, shall also include a statement by the Member in support of the Proposal and the name and address of the Member. The Member who submitted the Proposal shall pay the cost of including the Proposal and any statement in the notice of the meeting at which the Proposal is to be presented unless otherwise provided by Ordinary Resolution of the Members present at the Meeting.

The only persons entitled to be present at a meeting of members shall be those entitled to vote at the meeting, the directors and the public accountant of the Corporation, and such other persons who are entitled or required under any provision of the Act, articles or by-laws of the Corporation to be present at the meeting. Any other person may be admitted only on the invitation of the chair of the meeting or by resolution of the members.

The Corporation shall provide notice of the time, place, and date of an annual meeting or special meeting to each Member entitled to vote at the meeting, to each Director, and to the Public Accountant of the Corporation by:

• • email or other telephonic, electronic, or community facility not less than twenty-one (21) and not more than thirty-five (35) days before the day on which the meeting is to be held; or 
  • if a Member requests that notice be given by non-electronic means, the Corporation shall give notice of the meeting to the Member so requesting by mail, courier, or personal delivery not less than twenty-one (21) and not more than sixty (60) days before the day on which the meeting is to be held. 

The notice shall include sufficient information for a Member to make a reasoned judgment on the business to be considered, including the information on any special resolution to be submitted to the meeting. 

A quorum for the transaction of business at a Members’ meeting is not less than 12 Members entitled to vote at the meeting. If a quorum is present at the opening of a meeting of the Members, the Members present may proceed with the business of the meeting, even if a quorum is not present throughout the meeting.

At any meeting of Members, every question shall, unless otherwise provided by the articles or by-laws or by the Act, be determined by a majority of the votes cast on the questions. In case of an equality of votes either on a show of hands or on a ballot or on the results of electronic voting, the Chair of the meeting in addition to an original vote shall have a second or casting vote.

In the event that the chair of the board and the vice-chair of the board are absent, the members who are present and entitled to vote at the meeting shall choose one of their members to chair the meeting.

The Board may at any time call a special meeting of Members for the transaction of any special business which may properly be brought before the Members. Subject to Section 167 of the Act, the Board shall call a special meeting on written requisition by Members carrying not less than 5% of the votes that may be cast at a meeting of Members sought to be held. If the Board does not call a meeting within twenty-one (21) days of receiving the requisition, any Member who signed the requisition may call the meeting.

The Directors may call a meeting of the Members and provide that the meeting be held entirely by telephone or electronic means that permit all participants to communicate adequately with each other during the meeting. 

Any individual entitled to attend a meeting of Members may participate in the meeting by means of such telephonic, electronic, or other communication facility that permits all participants to communicate adequately with each other during the meeting if the Corporation makes available such a communication facility. Any security, confidentiality, or other considerations with respect to the conduct of such a meeting shall be determined by the Board from time to time. Any individual participating by electronic conference is deemed to be present at that meeting.

If the Directors or Members call a meeting of Members pursuant to the Act, those Directors or Members, as the case may be, may determine that the meeting shall be held, in accordance with the Act and the Regulations, entirely by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting.

A resolution in writing, signed by all the Members entitled to vote on that resolution at a Members’ meeting, shall be as valid as if it had been passed at an annual meeting or a special meeting unless a written statement is submitted to the Corporation by a Director or by the Public Accountant in relation to their resignation, removal or replacement. A copy of every such resolution in writing shall be kept with the minutes of meetings of Members.