Bylaws
From FGVwiki
NOTE
The following bylaws are in draft form; they are not Free Geek's current bylaws. We provisionally adopted Schedule B of the BC Society's Act when we incorporated, and will use this until our new bylaws are ready.
Draft Bylaws
The draft of these bylaws has been created by the Governance workgroup, and once finished it will await approval by the membership. Input is welcome. Please hop over to the 'discussion' page to comment on specific points. Type four tildes in a row with no spaces (these: ~ ) if you want to leave your name & time of post with your comments. Ifny 23:30, 6 February 2008 (PST)
To produce this draft I followed this procedure:
- The overall structure of the original bylaws was kept
- The text of the original bylaws was completely extracted
- The earlier proposed text we had worked on was inserted and edited
- New text was added to cover concepts from the original bylaws in the context of our own text
Any and all comments are appreciated. -sean h :o)
I. Interpretation
1. Definitions
1. In these bylaws, unless the context otherwise requires:
2. “directors” means the directors of the society for the time
being;
3. “Society Act” means the Society Act of British Columbia from
time to time in force and all amendments to it;
4. “registered address” of a member means the member’s address
as recorded in the register of members.
5. “facilitator” means a member with the duty of overseeing a
meeting of members or directors
6. “scribe” means a member with the duty of keeping minutes of
a meeting of members or directors
7. The definitions in the Society Act on the date these bylaws
become effective apply to these bylaws.
2. Words importing the singular include the plural and vice versa,
and words importing a male person include a female person and vice
versa.
II. Membership
3.The members of the society are the applicants for incorporation of
the society, and those persons who subsequently become members, in
accordance with these bylaws and who, in either case, have not ceased
to be members.
4. Upon registering as a volunteer, a person becomes a member
5. Every member must uphold the constitution and comply with these
bylaws.
6. There are no fees or dues associated with membership.
7. A person ceases to be a member of the society
1. by delivering his or her resignation in writing to the
society or by mailing or delivering it to the address of the
society,
2. on his or her death,
3. on being expelled
8.
1. A member may be expelled by a special resolution of the
members passed at a general meeting.
2. The notice of special resolution for expulsion must be
accompanied by a brief statement of the reasons for the
proposed expulsion.
9. A member may be expelled for, but not limited to, committing the
following acts while on Free Geek's premises or while representing
Free Geek
1. Theft of property belonging to Free Geek or any other
individual or group.
2. Destruction of property belonging to Free Geek or any other
individual or group.
3. Verbal or physical abuse toward any other individual.
4. Contravention of the criminal code or Free Geek policies.
10. A member who is the subject of a proposed resolution for expulsion
1. must be given notice of the proposed resolution at least one
week prior to the meeting.
2. must be given an opportunity to be heard at the general
meeting before the special resolution is put to a decision
3. may not participate in the final decision regarding the
resolution.
III. Meetings of Members
11. Every general meeting, other than an annual general meeting, is an
extraordinary general meeting.
12. General meetings should, whenever possible, be convened at least
monthly.
13. The members may, when they think fit, convene a general meeting.
14. Notice
1. Notice of a general meeting must specify the place, day and
hour of the meeting, and, in case of special business, the
general nature of that business.
2. Notice of a general meeting should, whenever possible, be
given at least one week prior to the meeting date.
3. The accidental omission to give notice of a general meeting
to, or the non-receipt of a notice by, any of the members
entitled to receive notice does not invalidate proceedings
at that meeting.
4. In the case of an annual general meeting, notice soliciting
requests for workgroup reports must be sent out at least one
month prior to the annual general meeting date.
15. The first annual general meeting of the society must be held not
more than 15 months after the date of incorporation and after that
an annual general meeting must be held at least once in every
calendar year and not more than 15 months after the holding of the
last preceding annual general meeting.
IV. Proceedings at General Meetings
16. Special business is
1. all business at an extraordinary general meeting except presentation of the
definition of consensus and meeting roles, and
2. all business conducted at an annual general meeting, except
the following:
1. the definition of consensus;
2. the consideration of the financial statements;
3. workgroup reports;
4. the report of the auditor, if any;
5. the selection of directors;
6. the appointment of the auditor, if required;
7. the other business that, under these bylaws, ought to
be conducted at an annual general meeting.
17. The members present must choose one of their number to be the
facilitator and one to be the scribe.
18. Quorum
1. Business, other than the selection of a facilitator and
scribe and the adjournment or termination of the meeting,
must not be conducted at a general meeting at a time when a
quorum is not present.
2. If at any time during a general meeting there ceases to be a
quorum present, business then in progress must be suspended
until there is a quorum present or until the meeting is
adjourned or terminated.
3. A quorum is 5 members present or a greater number that the
members may determine at a general meeting.
4. If within 30 minutes from the time appointed for a general
meeting a quorum is not present, the meeting must stand
adjourned to the same day in the next week, at the same time
and place, and if, at the adjourned meeting, a quorum is not
present within 30 minutes from the time appointed for the
meeting, the members present constitute a quorum.
19. Adjournment
1. A general meeting may be adjourned from time to time and
from place to place, but business must not be conducted at
an adjourned meeting other than the business left unfinished
at the meeting from which the adjournment took place.
2. When a general meeting is adjourned, notice of the adjourned
meeting must be given as in the case of the original meeting.
20. Any member, including the facilitator, may propose a resolution at a meeting
and the proposal of the resolution need not be seconded.
21. All individuals present at a meeting of members may participate in
discussion regarding the resolution.
22. Consensus decision making
1. A definition of consensus will be given at the beginning of
each general meeting
2. A resolution proposed at a meeting shall be decided by
consensus by those members present who are eligible to
consent to, stand aside from, or block the resolution.
3. A member present at a meeting of members is eligible to
consent to, stand aside from, or block a proposed resolution if
1. they have been a member for at least one calendar month, and
2. they have attended at least three meetings, one of
which must be a general meeting, and
3. Within the last 3 months, they have either attended a
meeting, volunteered, or worked for Free Geek.
4. Blocking
1. A resolution shall be deemed passed unless it is blocked.
2. A blocked resolution
1. may be revisited and resubmitted as a resolution by
the members present, or
2. may be amended and submitted as a new resolution by
the members present.
5. A member who is eligible to block a decision must be willing
to present their reason before the assembled members and may
only block a decision if
1. they believe the decision's acceptance will cause
irreparable harm to Free Geek, or
2. the decision's acceptance will leave them unable to
continue with Free Geek for personal reasons
V. Directors
23. Directors have financial and legal oversight of the society. FIX & EXPAND
24. The number of directors must be no less than 3 and no greater than 7.
25. Directors must be members and must be eligible at the time of
selection to participate in a consensus as per 22.3
26. Selection
1. The directors must retire from office at each annual general
meeting when the new board of directors is selected.
2. A director may be re-selected.
3. A selection must be a special resolution performed by
consensus as per 20 through 22 inclusive.
4. If an insufficient number of directors are selected, a
previously selected or appointed director may be asked to
fill the vacancy.
27. Vacancy
1. The members at a general meeting may appoint a member as a
director to fill a vacancy in the directors.
2. An act or proceeding of the directors is not invalid merely
because there are less than the prescribed number of
directors in office.
28. The members may, by special resolution, remove a director, before
the expiration of his or her term of office.
29. A director must not be remunerated for being or acting as a
director but a director must be reimbursed for all expenses
necessarily and reasonably incurred by the director while engaged
in the affairs of the society.
VI. Duties of Directors
30. Officers
1. It is the responsibility of the directors to ensure the
roles of secretary and treasurer are filled.
2. The roles of secretary and treasurer
1. must each be held by a member
2. may each be held by a director
3. may be held by one person
3. The secretary must
1. conduct the correspondence of the society;
2. ensure notices of meetings of the society are issued;
3. ensure minutes of all meetings of the society and
directors are kept and issued;
4. keep all records and documents of the society except
those required to be kept by the treasurer;
5. have custody of the common seal of the society, if
required;
6. ensure the register of members is maintained.
4. The treasurer must
1. keep the financial records, including books of
account, necessary to comply with the Society Act, and
2. render financial statements to the directors, members
and others when required.
VII. Seal
31. The members may provide a common seal for the society and may
destroy a seal and substitute a new seal in its place.
32. The common seal must be affixed only when authorized by a
resolution of the members and then only in the presence of the
persons specified in the resolution, or if no persons are
specified, in the presence of the members at a general meeting.
VIII. Borrowing
33. In order to carry out the purposes of the society the directors
may, on behalf of and in the name of the society, raise or secure
the payment or repayment of money in the manner they decide, and,
in particular but without limiting that power, by the issue of
debentures.
34. A debenture must not be issued without the authorisation of a
special resolution.
35.The members may, by special resolution, restrict the borrowing
powers of the directors, but a restriction imposed expires at the
next annual general meeting.
IX. Auditor
36. This Part applies only if the society is required or has resolved
to have an auditor.
37. The first auditor must be appointed by the members who must also
fill all vacancies occurring in the office of auditor.
38. At each annual general meeting the society must appoint an auditor
to hold office until the auditor is re-elected or a successor is
elected at the next annual general meeting.
39. An auditor may be removed by ordinary resolution.
40. An auditor must be promptly informed in writing of the auditor’s
appointment or removal.
41. A director, employee, or member of the society must not be its
auditor.
42. The auditor may attend general meetings.
X.Notices to Members
43.A notice may be given to a member (FIXME - WORDING)
1. personally, or
2. by mail to the member at the member’s registered mail
address, or
3. by email to the member at the member's registered email
address, or
4. in the case of a general meeting posted on the website and
general mailing list.
44. Receipt
1. A notice sent by mail is deemed to have been given on the
second day following the day on which the notice is posted,
and in proving that notice has been given, it is sufficient
to prove the notice was properly addressed and put in a
Canadian post office receptacle.
2. A notice sent by email is deemed to have been given on the
second day following the day on which the notice is posted,
and in proving that notice has been given, it is sufficient
to prove the notice was properly addressed and sent.
45. Entitlement
1. Notice of a general meeting must be given to
1. every member shown on the register of members on the
day notice is given, and
2. the auditor, if Part 10 applies.
2. No other person is entitled to receive a notice of a general
meeting.
XI. Bylaws
46. On being admitted to membership, each member is entitled to, and
the society must give the member without charge, a copy of the
bylaws of the society.
47. These bylaws must not be altered or added to except by special
resolution. (TODO - LIMITATION)
