Free Geek is incorporated under the Societies Act of British Columbia.
Bylaws of Free Geek Community Technology Centre Society
Part 1 – Definitions and Interpretation
1.1 In these By-Laws:
- "Act" means the Societies Act of British Columbia as amended from time to time
- "Board" means the Board of Directors of the Society
- "By-Laws" means these By-Laws as altered from time to time
- "chair" means the person elected to preside as the chair of a general meeting, or extraordinary general meeting, in accordance with these By-Laws
- "directors" means the directors of the Society (the Board)
- "electronic means" means any system or combination of systems, including but not limited to mail, telephonic, electronic, radio, computer or web-based technology or communication facility, that:
- a) in relation to a meeting or proceeding, permits all participants to communicate with each other or otherwise participate in the proceeding contemporaneously, in a manner comparable, but not necessarily identical, to a meeting where all were present in the same location, and
- b) in relation to a vote, permits all eligible voters to cast a vote on the matter for determination in a manner that adequately discloses the intentions of the voters
- "Society" means the Free Geek Community Technology Centre Society.
Definitions in Act Apply
1.2 The definitions in the Act apply to these By-Laws and the Constitution.
Conflict With Act or Regulations
1.3 If there is a conflict between these By-Laws and the Act or the regulations under the Act, the Act or the regulations, as the case may be, prevail.
Part 2 – Members
Membership is Restricted
2.1 Membership in the Society is restricted to those:
- a) Who are members in good standing on the date these By-Laws come into force, and
- b) Whose subsequent application for admission as a member has been accepted in accordance with these By-Laws.
Classes of Membership
2.2 The Society has three (3) classes of membership:
- a) Full
- b) Associate
- c) Corporate
Members of all classes have certain rights and privileges of membership and agree to abide with the obligations of membership as defined in these By-Laws and policy.
Eligibility of Membership
2.3 A person or corporation may be eligible to be accepted as a member in one class of membership if the person or corporation:
- a) Is interested in advancing the purposes and supporting the activities of the Society
- b) Completes a Membership Application Form.
A person is not eligible to be a member if the person is:
- a) An employee of the Society, or
- b) The legal partner of a person who is an employee of the Society.
Corporations may be subject to further restrictions as defined in policy.
Application for Membership
2.4 All applicants must submit a completed Membership Application Form to the Board.
Upon acceptance of the membership application form by the Board, the person or corporation becomes a member of the Society.
Member Rights and Privileges
2.5 Members of each class of membership have the rights of membership set out in these By-Laws and policy, including the right to:
- Attend membership meetings
- Vote on motions at membership meetings, including electing the Board of Directors
- Be invited to serve on committees or other entities of the Board.
- Request to inspect the Society's records
Associate and Corporate members have the same rights as Full members, except they cannot:
- Be nominated or stand for election as a director, or
- Vote on motions at membership meetings including electing the Board of Directors.
Members also have privileges as may be authorized by the Board from time to time in policy.
Obligations of Members
2.6 Members are required to:
- a) Uphold the Constitution of the Society,
- b) Comply with these By-Laws,
- c) Carry on their involvement in the Society in a fully ethical manner and in compliance with the Society's policies, and
- d) Pay an annual fee, where required (see 2.7).
- e) Corporate members are required to identity their corporation at meetings.
Membership Fees and Other Debt
2.7 All members are required to pay the annual membership fee or participate in a set number of volunteer hours. The amount of the annual membership fee and the required number of volunteer hours is set by the Board in policy.
Members are also required to pay any other fee or debt that may become due during the term of their membership.
Membership is Not Transferrable
2.8 Per the Act, membership in any class of the Society is not transferable by a member.
Member Not in Good Standing
2.9 A member is not in good standing if the member fails to pay any fee, and/or debt, that may become due during the term of membership, and
The member is not in good standing for so long as the fee, and/or debt remains unpaid, or the volunteering requirement remains unserved as defined in policy.
A member who is not in good standing:
- a) Is deemed not to be a voting member for the purpose of consenting to a resolution of the voting members, and
- b) May not vote at a general meeting or extraordinary general meeting.
Termination of Membership
2.10 Membership in the Society is terminated:
- a) If the member is not in good standing for twelve (12) consecutive months,
- b) If the member submits a resignation in writing to the Board,
- c) On the death of an individual or upon the dissolution of a corporation, or
- d) On being expelled.
Expulsion of Membership
2.11 Following an appropriate investigation or review of a member’s conduct or actions in accordance with policies established by the Board, the Board may, by Board resolution, expel a member for conduct which, in the reasonable opinion of the Board, is:
- a) Contrary to the Society's policies on conduct, or
- b) Contrary to section 2.5
Per the Act, the Board must provide notice of a proposed expulsion to the member in question, accompanied by a brief statement of the reasons for the action, and
The member who is the subject of the proposed expulsion will be provided 30 days time to respond to the proposed discipline at or before the time the matter is decided.
Expelled Member May Reapply for Membership
2.12 A member expelled from membership may re-apply for membership after one (1) year from the date of expulsion in accordance with the terms of the expulsion resolution, unless prohibited by the terms of the expulsion. Such re-application is subject to acceptance by the Board.
Part 3 – Meetings of Members
Time and Place of General Meeting and Extraordinary General Meeting
3.1 General meetings and extraordinary general meetings of the Society will be held at such time and place, in accordance with the Act, as the Board decides.
Meetings can be held in person or by Electronic Means.
3.2 The Board may determine, in its discretion, to hold any general meeting or extraordinary general meeting in whole or in part by Electronic Means, so as to allow some or all members to participate in the meeting remotely.
Where a general meeting or extraordinary general meeting is to be conducted using electronic means, the Board must take reasonable steps to ensure that all participants are able to communicate and participate in the meeting adequately and, in particular, that remote participants are able to participate in a manner comparable to participants present in person, if any.
Members participating by electronic means are deemed to be present at the general meeting or extraordinary meeting.
3.3 No business, other than the election of a person to preside as chair and the adjournment or termination of the meeting, will be conducted at a general meeting or extraordinary general meeting at a time when a quorum is not present.
Quorum For General Meetings
3.4 The quorum for the transaction of business at a general meeting or extraordinary general meeting is ten (10) voting members, or twenty percent (20%) of the voting members of the Society, whichever is less.
Lack of Quorum at Commencement of Meeting
3.5 If, within ten (10) minutes from the time set for holding a general meeting or extraordinary general meeting, a quorum of voting members is not present:
- a) In the case of a meeting convened on the requisition of members, the meeting is terminated, and
- b) In any other case, the meeting stands adjourned to the same day in the next week, at the same time and place; and if, at the continuation of the adjourned meeting, a quorum is not present within ten (10) minutes from the time set for holding the continuation of the adjourned meeting, the meeting is terminated.
If Quorum Ceases to be Present
3.6 If, at any time during a general meeting or extraordinary general meeting, there ceases to be a quorum of voting members present, business then in progress must be suspended until there is a quorum present or until the meeting is adjourned or terminated.
3.7 The following individuals are entitled to preside as chair of a general meeting or extraordinary general meeting:
- a) The Board Chair,
- b) The Board Vice-Chair, or
- c) The individual, if any, appointed by the Board to preside as the chair.
If the Board Chair, Board Vice-Chair or individual appointed by the Board is unable to preside as the chair, one of the other directors present at the meeting will preside as chair.
3.8 If there is no individual entitled under these By-Laws who is able to preside as chair of a general meeting or extraordinary general meeting within ten (10) minutes from the time set for holding the meeting, the voting members who are present must elect an individual present at the meeting to preside as the chair.
3.9 At any general meeting or extraordinary general meeting, the following business is ordinary business:
- a) Determination of a quorum,
- b) Election of an individual to chair the meeting, if necessary,
- c) Approval of an agenda,
- d) Approval of the minutes of the last general meeting or extraordinary general meeting,
- e) Consideration of a proposal or special business submitted about which notice has been given to the members in the notice of meeting,
- e) Finalizing any unfinished business of the last general meeting or extraordinary general meeting.
In addition to this ordinary business, the following business is included at an annual general meeting:
- a) Receive the directors’ report of the financial statements of the Society for the previous financial year,
- b) Receive the auditor’s report, if any, on those financial statements,
- c) Receive any other reports of directors’ activities and decisions, if any, since the last annual general meeting,
- d) Receive staff or operations reports,
- e) Consideration of any members’ proposals submitted in accordance with the Act,
- f) Election or appointment of directors, if necessary
- g) Appointment of an auditor, if any, and
- h) Consideration of any new business, including any matters about which notice has been given to the members in the notice of meeting.
The meeting may include other business as determined by the Board in its discretion.
Notice of Special Business
3.10 A notice of a general meeting or extraordinary general meeting must be delivered to the membership a minimum of three (3) days prior to the date and time of the meeting, and must state the nature of any business, other than ordinary business, to be transacted at the meeting in sufficient detail to permit a member receiving the notice to form a reasoned judgment concerning that business.
Rules of Order at Meetings
3.11 Any person chairing a meeting of the members must govern according to the rules contained in the current edition of Robert’s Rules of Order.
Adjournments by Chair
3.12 The chair of a general meeting or extraordinary general meeting may, or, if so directed by the voting members at the meeting, must, adjourn the meeting from time to time and from place to place, but no business may be transacted at the continuation of the adjourned meeting other than business left unfinished at the adjourned meeting.
Notice of Continuation of Adjourned Meeting
3.13 It is necessary to give notice of a continuation of an adjourned general meeting or extraordinary general meeting or of the business to be transacted at a continuation of an adjourned meeting.
Methods of Voting
3.14 At a general meeting or extraordinary general meeting, a resolution proposed need not be seconded.
Every member entitled to vote must be in attendance in person or by electronic means (see 3.2), to cast a vote and will cast one (1) vote when question is called.
Voting will be by secret ballot or another method that adequately discloses the intention of the voting members.
The chair of a general meeting or extraordinary general meeting does not vote, except in the event of a tie, whereupon the chair will cast the deciding vote.
Proxy Voting Not Permitted
3.15 Voting by proxy is not permitted.
Announcement of Result
3.16 The chair of a general meeting or extraordinary general meeting must announce the outcome of each vote and that outcome must be recorded in the minutes of the meeting.
Matters Decided by Ordinary Resolution
3.17 A matter to be decided at a general meeting or extraordinary general meeting must be decided by ordinary resolution unless the matter is required by the Act or these By-Laws to be decided by special resolution or by another resolution having a higher voting threshold than the threshold for an ordinary resolution.
Part 4 – Board
Board of Directors
4.1 Pursuant to the Act, the Society has a Board of Directors (Board) which has the authority and responsibility to manage, or supervise the management of, the affairs and the property of the Society.
Election or Appointment of Board
4.2 The voting members of the Society must elect or appoint the Board at an annual general meeting as described in these By-Laws.
Eligibility to be a Director
4.3 In addition to provisions in the Act, all director candidates are subject to eligibility criteria, nomination and election as outlined in policy.
Board Size and Composition
4.4 The Board must have no fewer than three (3) and no more than nine (9) directors.
The size of the Board shall be determined from time to time by the directors at a meeting of the Board.
The composition of the Board shall always include the Senior Manager and Staff Representative, but:
- a) The minimum/total number of directors does not include the Senior Manager or Staff Representative, and
- b) The Senior Manager and Staff Representative do not vote.
The Senior Manager is hired by the Board as defined in an Employment Agreement as determined by Board resolution from time to time (see Part 7).
The Staff Representative is appointed from time to time by the staff.
All directors, save and except the Senior Manager and Staff Representative, must be members of the Society.
Directors Term of Office
4.5 The term of office of directors will normally be two (2) years.
For purposes of calculating the duration of a director’s term of office, the term will be deemed to commence at the close of the annual general meeting at which such directors were elected.
- Not serve for more than two (2) consecutive terms of office.
- Be eligible for a third (3rd) term of office, under extenuating circumstances, upon unanimous consent of the Board.
Board Will Fill Casual Vacancy
4.6 The Board must appoint an individual as a director to fill a vacancy that arises as a result of the resignation, death or incapacity of a director, or if a director otherwise ceases to hold office during the director’s term of office.
Term of Appointment of Director Filling Casual Vacancy
4.7 A director appointed by the Board to fill a vacancy ceases to be a director at the end of the unexpired portion of the term of office of the individual whose departure from office created the vacancy.
The time served is not included as part of a term if an appointed director is elected to the Board.
Removal of a Director
4.8 A director may be removed before the expiration of the term of office currently held by:
- a) Special resolution of the membership, or
- b) Board resolution.
Per the Act, a director may be removed from office by special resolution of the members. When this happens the members will elect or appoint a replacement director by ordinary resolution to serve for the balance of the removed director’s term of office.
As described in policy, a director may be proposed for removal from office by Board resolution. When this happens the resolution must be approved by a special resolution of the members.
In both instances, the director proposed for removal must be given not less than fourteen (14) days advance notice in writing of the proposed removal including reasons and provided a reasonable opportunity to respond to the proposed removal at or before the time the matter is decided.
Remuneration of Directors and Officers
4.9 The directors shall serve as directors and officers without remuneration, save and except the Staff Representative and Senior Manager, and no director shall directly or indirectly receive any profit from a position as a director or officer.
However a director may be paid:
- a) Reimbursement for reasonable expenses incurred in the performance of duties as defined in policy, and/or
- b) For the provision of services to the Society as described in an agreement, provided such services do not involve matters concerning the Board.
The terms of an agreement and payment thereof is described by the Board in policy.
Powers and Responsibilities of the Board
4.10 The Board, or delegate (see Part 7), may exercise all such powers and do all such acts and things as the Society may exercise and do, and which are not by these By-Laws or by statute or otherwise lawfully directed or required to be exercised or done by the members in a general meeting or extraordinary general meeting, but nevertheless subject to the provisions of:
- All laws affecting the Society; and
- The Society’s Constitution and By-Laws.
Without limiting the generality of the foregoing, the Board or delegate has powers as defined in policy.
Policies and Procedures
4.11 The Board will establish such rules, regulations, policies or procedures relating to the governance of the Society as it deems expedient, provided that no rule, regulation, policy or procedure is inconsistent with the Act or the Society’s Constitution or By-Laws.
Part 5 – Officers
Officers of the Board
5.1 The officers of the Board are the:
- a) Board Chair,
- b) Board Vice-Chair,
- c) Senior Manager, and
- d) Staff Representative.
The Board may, by Board resolution, create and remove such other officers of the Board as it deems necessary and determine the duties and responsibilities of all officers.
Signing Officers of the Society
5.2 Two (2) individuals representing both the Board and staff must sign cheques and all banking documents on behalf of the Society. The signing officers of the Society are:
- Either the Senior Manager or Staff Representative,
- either the Board Chair or Board Vice-Chair.
Election and Term of Officers
5.3 At a meeting of the Board immediately following an annual general meeting in which an election was held, the Board will elect its officers, save and except the signing officers, Senior Manager, and Staff Representative.
A director cannot hold two offices.
The term of office for each officer will be two (2) years, commencing on the date the director is elected or appointed as an officer, save and except the Senior Manager and Staff Representative.
Removal of Officers
5.4 A director may be removed as an officer by Board resolution.
5.5 Should an officer for any reason be unable to complete a term of office, the Board will remove such officer and will elect a replacement without delay.
Main Duties of Board Officers
5.6 The officers of the Board must provide leadership of the Board function and are responsible for conducting specific duties as defined in policy.
The main duty of the Board Chair is to lead the Board in its deliberations and supervise the Board’s governance function.
The main duty of the Board Vice-Chair is to assist the Board Chair in the performance of the duties of the chair as necessary.
The main duty of the Senior Manager is to manage the affairs of the Society according to the authority defined in policy.
The main duty of the Staff Representative is to work with the Senior Manager to represent the staff on the Board.
The Board Chair, Senior Manager, or an appointed delegate may speak on behalf of the Society using Board policies and position statements, if any, as reference.
Indemnification of Directors and Eligible Parties
5.7 To the extent required by the Act, each director and eligible party (as defined by the Act) will be indemnified by the Society against all costs, charges and expenses, including legal and other fees, actually and reasonably incurred in connection with any legal proceeding or investigative action, whether current, threatened, pending or completed, to which that person by reason of holding or having held authority within the Society is or may be:
- a) Joined as a party to such legal proceeding or investigative action, or
- b) Liable for or in respect of a judgment, penalty or fine awarded or imposed in, or an amount paid in settlement of, such legal proceeding or investigative action.
Purchase of Insurance
5.8 The Society may purchase and maintain insurance for the benefit of any or all directors, officers, employees or agents against personal liability incurred by any such person as a director, officer, employee or agent.
Part 6 – Board Meetings
6.1 Meetings of the Board, including regular and ad hoc meetings, may be held at any time and place determined by the Board.
A Board meeting may be called by the Board Chair or by request of any two (2) or more directors.
The Board may decide to hold regularly scheduled meetings to take place at dates and times set in advance by the Board. Once the schedule for regular meetings is determined and notice is given to all members of the Board, no further notice of those meetings is required to be provided unless:
- a) That member of the Board was not in office at the time notice of regular meetings was provided, or
- b) The date, time or place of a regular meeting has been altered.
Participation by Electronic Means
6.2 The Board may determine, in its discretion, to hold any meeting of the Board in whole or in part by Electronic Means, so as to allow some or all parties to participate in the meeting remotely and/or to conduct business that is time sensitive.
Where a meeting of the Board is conducted by Electronic Means, the Board must take reasonable steps to ensure that all participants are able to communicate and participate in the meeting adequately and, in particular, that remote participants are able to participate in a manner comparable to participants present in person, if any.
Persons participating by Electronic Means are deemed to be present at the meeting.
Quorum of Directors
6.3 The quorum for the transaction of business at a Board meeting is a simple majority of the directors.
Proceedings Valid Despite Omission to Give Notice
6.4 The accidental omission to give notice of a Board meeting to a director, or the non-receipt of a notice by a director, does not invalidate proceedings at the meeting.
Conduct of Board Meetings
6.5 The Board will regulate their meetings, conduct and proceedings in policy.
Director Conflict of Interest
6.6 Per the Act, a director who has a direct or indirect material interest in a contract or transaction (whether existing or proposed) with the Society, or a matter for consideration by the directors will:
- a) Disclose fully and promptly the nature and extent of the director’s interest in the contract, transaction or matter,
- b) Leave the meeting or portion thereof, at which the contract, transaction or matter is discussed
- c) Abstain from voting, and
- d) Refrain from any action intended to influence the discussion or vote.
The Board will establish policies further describing governing conflicts of interest of directors and others, provided that such policies do not contradict the Act or these By-Laws.
6.7 A resolution proposed at a meeting of directors or committee of directors need not be seconded, and the Board Chair may move or propose a resolution.
Every voting member present can cast one (1) vote when question is called.
No director may vote on behalf of another director.
The Board Chair does not vote, except in the event of a tie, whereupon the Board Chair will cast the deciding vote.
Votes on Board resolutions may be conducted via any means including but not limited to a show of hands or any electronic means.
Minutes of Meetings
6.8 The Board will ensure that minutes are taken for all meetings of the Board as defined by the Act or in policy and/or terms of reference of a committee or other entity created by the Board.
Part 7 - Senior Manager
7.1 The Board may hire a Senior Manager as the only Society employee who is the sole delegate of the Board’s management authority – the only employee who is accountable to the Board and with whom the Board has a direct relationship.
The Senior Manager is accountable and reports to the Board as a whole.
Per section 4.4, the Senior Manager is an ex-officio Board member, participates fully in Board meetings, but does not vote.
Board May Delegate Operational Authority
7.2 The Board may delegate to the Senior Manager in policy, authority for operation and administration of the affairs of the Society in all things and make or cause to be made for the Society and exercise all such other powers and do all such other acts and things as the Society is by its Constitution or these By-Laws authorized to exercise and do.
Major Role and Responsibilities
7.3 The qualifications, detailed duties, role and responsibilities of the Senior Manager are described in a Position Description.
Without limiting the generality of the foregoing, the Senior Manager is responsible for:
- a) The administration, management, and delivery of the programs and services offered by the Society, ensuring that the policies set by the Board are achieved.
- b) Delegating authority to staff, contractors and volunteers for specific responsibilities, but ultimately remaining accountable for their actions.
- c) Working with the Staff Representative, as described in policy, to inform the Board of staff activities including but not limited to:
- Provide regular operational updates
- Ensure compliance with board policies
- Provide notice of upcoming staff and/or operational issues
Terms of Employment
7.4 Terms of employment including but not limited to the specific job description, role, duties and responsibilities of the Senior Manager are defined in an Employment Agreement as determined by Board resolution from time to time.
Appointment of Agents and Employees
7.5 The Senior Manager, or in the absence of the Senior Manager, the Board, will appoint such agents and engage such employees as it shall deem necessary from time to time and such persons shall have such authority and shall perform such duties as shall be prescribed in an Employment Agreement at the time of such appointment.
Remuneration for Employees, Agents and Contractors
7.6 Remuneration for all employees, agents and contractors shall be fixed by the Senior Manager, or in the absence of the Senior Manager, the Board, by Employment Agreement or contract.
Part 8 – Committees and Other Entities
Creation and Authorization of Committees and Other Entities
8.1 The Board may create such committees and other entities including but not limited to working groups, ad hoc groups and task forces as may from time to time be required.
The Board may delegate any, but not all, of its powers to committees or other entities which may be in whole or in part composed of directors as it thinks fit.
Without limiting the generality of the foregoing, any such committee or other entity will limit its activities to the purpose or purposes for which it is authorized and will have no powers except those specifically conferred in terms of reference (see 8.2) by a Board resolution and described in policy.
Terms of Reference
8.2 If the Board creates a committee or other entity, it will establish terms of reference that include, but are not limited to, the:
- a) Powers delegated to it,
- b) Period of existence,
- c) Composition and criteria for selection,
- d) Rules of operation, and
- e) Reporting directions.
Without limiting the generality of the foregoing, unless specifically designated as a standing committee, any other entity created by the Board must be created for a specified time period only and will be automatically be dissolved upon the earlier of the completion of the:
- a) Specified time period, or
- b) Task for which it was created.
Dissolution of Committee or Other Entity
8.3 The Board may dissolve any committee or other entity by Board resolution.
Part 9 – Financial Matters and Reporting
9.1 The fiscal year of the Society will be determined by the Board from time to time.
9.2 The Society will maintain such financial and accounting records and books of account as are required by the Act and applicable laws.
9.3 The use of the funds of the Society is subject to the discretion of the Board, according to the By-Laws of the Society as defined in policy.
To carry out the purposes of the Society, the Senior Manager, or in the absence of the Senior Manager, the Board, may, on behalf of and in the name of the Society, raise or secure the payment or repayment of money in any manner it decides. The members may by ordinary resolution restrict the borrowing powers of the Board.
Appointment of Auditor
9.4 The Board shall determine if and when an auditor shall be appointed and nominate the firm and/or organization to carry out auditing duties.
A director or employee of the Society cannot be appointed as auditor.
When this occurs, the auditor will audit the accounts and annual financial statements of the Society for report to the members at the next annual general meeting.
The remuneration of the auditor shall be set by the Board.
The auditor may attend general meetings of the Society and meetings of the Board and shall hold office until the next annual general meeting provided that the Board may fill any casual vacancy in the office of the auditor.
Part 10 – Dissolution of the Society
Dissolution of the Society
10.1 In the event of the need to dissolve the Society, a special committee will be formed by the Board to bring about an orderly dissolution of the Society.
10.2 Upon winding up or dissolution of the Society, the assets which remain after the payment of all costs, charges and expenses which are properly incurred in the winding up shall be distributed to an organization or organizations in British Columbia having a similar purpose. 10.3 If effect cannot be given to the aforesaid provisions, then such funds shall be given or transferred to some other organization, provided that such organization is a trust recognized by the Registrar of Societies as being qualified under the provisions of the Act.